A/N: Okay, another mammoth chapter from me, nearly 4500 words, boy, no wonder I'm knackered after writing these. That's at least 2 chapters for me normally. When we get through this action stuff, just a heads up, these chapters won't be as long but, they should be more frequent. So yeah, swings, roundabouts.

I tried really hard to get all the action done in this chapter but it just couldn't be done. So, one more action chapter to go before we move into all the angst so many of you seem so keen to get into. ;) It'll be nice to write some stuff a different kind of complicated. Action, as I continue to bitch on about it, especially this kind of mult-layered, huge action piece is quite the drain. . But, I set this up as an ultimate Avengers story, so that means there has to be plenty of action after all this build up, right? Anyways, I'll definitely be through this in one more chapter – Yay. :D

Okay, that's all I wanted to say, I guess. I'll try and get the next chapter to you by tomorrow. Ambitious I know, but I'm going to give it a shot.

Hope it's okay...

Chapter Sixty-Seven

Abner Jenkins watched the mechanical spiders swarm all over the soldiers, vehicles and tanks below him. The sight sent a shudder through him. The spiders were about six feet tall and had a set of eight red, glowing eyes on each side of their head. Those eyes spat out death with the lasers which emanated from them. The body and legs were covered in what looked like short black hair, but he knew were actually more like knives. Getting physically close to these things was a death wish. The flexible creatures crawled and leapt all over the soldiers. The military was fighting back valiantly, but it was clearly a losing battle. Abner shifted his gaze and caught flashes of red, white, blue, gold and green as the Avengers were scattered about, doing their part in holding off the tide of relentless creatures. His face clouded, knowing he was watching a massacre in progress.

"What's the matter, bug boy?" Blizzard tormented him. "I thought all you insects stuck together."

Abner didn't take his eyes off the battle scene below. "Spiders are arachnids, not insects," he corrected him.

Blizzard snorted. "Whatever."

Abner turned to look at him. "Is this what you signed up for?" he asked. Abner looked at the rest of the Defenders standing on the rocky outcrop. "Is this what any of you signed up for?"

"Now's not the time to get cold feet, Jenkins," Backlash cautioned him. "Don't think Ghost is going to let any of us walk away from this."

Abner frowned. "So, you're going to go along with all of this because you're afraid?"

Backlash gave him a haughty look. "I'm going along with this because I want to be on the winning side and it's obvious Ghost is going to win. The woman doesn't have a soul. Soulless evil is always going to win out against the good guys who are burdened with a conscience."

Rhino grunted. "Conscience overrated," he growled. "Conscience no put food in belly and money in pocket."

"A lot of people are going to die today," said Abner unevenly.

Rhino moved his massive, grey shoulders in a dismissive fashion. "If not us, who care?"

Abner had wanted to make a name for himself, to have money and power. He looked back at all the fighting. He just hadn't planned on it being this kind of name.

Ghost's cold, demanding voice was in their ears. "Defenders, it's time for you to attack. I want you to concentrate on taking out the Avengers."

"Aren't the spiders going to do that?" Abner argued.

"I don't want anything left to chance," she said tersely. "Just do it."

"And spider no kill us?" Rhino queried.

"I told you," said Ghost impatiently, "they've been programmed to recognise you and not to attack. You don't have to worry about the nano-spiders, just the Avengers."

"We're on it, boss," promised Blizzard as Ghost signed off.

Abner watched the others move to join the fight. "So, we're really going to do this then?"

Backlash made an impatient noise and turned around to face him. "Look, Beetle, this is the bottom line. The Avengers are our enemy and as our enemies, they're going to try and kill us. I don't know about you, but I don't plan on being dead any time soon. If you want to sit here and grow a conscience, knock yourself out, but don't think the Avengers are going to do anything other than kill you, conscience or not. It's kill or be killed and I know which side of that equation I'm going to be on." With that Backlash nodded at Blizzard. Blizzard grabbed him and they both shot up in the air and then dived down into the melee below. Rhino leapt off the side of the cliff, shaking the ground as he impacted below and then ran into the battle. A reluctant Abner was left in their wake. He sighed heavily and put his helmet on before following the others, knowing he didn't want to die today.

oooOOOOooo

Tony was darting in and out of the swarming spiders, as they leapt into the air in their hundreds. While he was shooting down them, he was also trying to lay down some protective fire for the besieged soldiers below. It was taking all his skill and agility to avoid being hit by the laser blasts from the metal creature's eyes and avoid their spitting venom. The venom took out anything mechanical it hit and then melted it into a puddle. Tony did not want to be on the wrong end of one of those strikes. "Jarvis," he said urgently, the guns mounted on his shoulders popping up and laying waste to another bank of spiders, "have you got a fix on the signal for these things yet?" From experience, Tony knew it was their only hope of stopping these spiders. They needed to find the signal which was controlling the spiders and allowing them to reform.

"I have, sir, and it's not good news. Each spider is fitted with its own signal."

Outwardly Tony continued to fight the spiders without missing a beat, inwardly he was cursing. "Are you telling me there is no central signal for these spiders?"

"Unfortunately no, sir."

Tony shook his head as he landed on top of a half-melted tank and let out a blast from his chest uni-beam, helping some pinned down soldiers make it to safety. "Ghost sure knows how to up the ante."

"Indeed, sir."

Tony's mind was racing. Clearly the material which made up the signal box for each spider was the same nano-bot infused metal which kept the metal insects reforming. Destroying the spider would only have them reforming, signal intact. "Jarvis, is it the same signal in each spider?" A thought had occurred to him.

"Yes, sir."

"So, they're all part of the same collective?"

"I believe that would be one understanding of the arrangement."

Tony's eyes narrowed behind the Iron Man mask before he swooped in and pulled three soldiers from certain death. He dropped them behind a protective out crop of rocks and then flew back into the fray. "Jarvis, give me a scan of this entire area, above and below ground. I need to see every little nook and cranny of this place and I need it yesterday."

"Retrieving the data now, sir."

Tony had a kernel of an idea. Now he just had to see how impossible it was going to be and stay alive long enough to execute it. He took a hit of laser fire to his left arm before recovering quickly and blasting the offending spider with his repulsors. "Jarvis, come on, I need those maps," he said in frustration.

"Uploading now."

Tony studied the topographical maps of the land on the multiple screens in front of him, even while he continued to shoot at spiders. He started to see a way his plan could work and didn't know if that was a good thing or a bad thing.

oooOOOOooo

Coulson stared in horror at the images on the screens in front of him. The metal spiders were overrunning the army forces, even as the Avengers tried to do battle with both them and the Defenders. He turned to an anxious looking Jerry. "Did you know about this?" he demanded fiercely.

Jerry looked even more afraid. "Yes, but I didn't know Ghost was going to activate them." His expression changed, looking eager to please. "But I can stop this."

Coulson gave him an intent look. "How?"

"Between all the things Ghost and Hammer kept giving me to do, I got really afraid," he said hastily. "So, I built a kill switch into the spider programming, in case things got really out of hand."

Coulson's lips thinned. "I think we crossed that line some time back," he pointed out grimly. "These spiders, are you telling me you can deactivate them from here?"

Jerry nodded energetically. "Yes, I just have to run the program."

"Do it," Coulson ordered him as he reached for his cell phone.

Jerry sat down at the computer console and started tapping away at the keys, on his way to activating the fail safe.

Coulson walked out of the room to stand in the doorway as he connected with Fury. "Sir, it looks like we have a way to neutralise the nano-spiders," he said quickly.

Fury was as direct as always. "How?"

"Weems has built in a kill switch for the nano-spider program. He got nervous and wanted an out if push came to shove."

"I think we're definitely at the shove stage," said Fury tersely.

"Agreed, sir, he's deactivating them now."

Jerry's distressed voice interrupted their conversation. "Wait, no, this isn't right."

"Hold on a minute, sir," said Coulson. He directed his next question at Jerry. "What is it, what's wrong?"

Jerry was madly jabbing away at the keys as he tried to get his program to respond. "Someone has found my fail safe," he said unevenly. "When I went to activate it, a virus was released. My whole program has been wiped."

Coulson didn't let his frustration show. It seemed they had another example of Ghost being one step ahead of everyone.

Jerry turned around and looked at Coulson with panicky eyes. "I can't stop the spiders. I'm sorry, please don't kill-". He didn't get any further as an explosion from under the console rocked the room, catching everyone unawares as they were all flung about.

oooOOOOooo

Natasha lobbed a grenade up under the belly of a spider as it leapt over her head and ducked for cover as it was blown into a million pieces. She knew that those pieces were eventually going to find their way back to each other, but she was determined not to make it easy for them. As Natasha pulled out her Glock to continue shooting, she caught a flash of too blonde hair out of the corner of her eye. The movement immediately had her attention as she turned and saw Ghost running through all the chaos, clearly heading somewhere. She'd gone missing once the attack had started and was clearly counting on everyone being too distracted to keep tabs on her. But then Ghost hadn't counted on her. That punch had felt really good and while Natasha rarely let her emotions get involved with a confrontation, she knew it was going to feel even better to finish the job. Natasha took off after the fleeing woman. "I've got eyes on Ghost," she told the others as she ran along, dodging all the chaos and not taking her gaze off the running woman ahead of her. "I'm going after her. If anyone has a way to shut these spiders down, it's her."

"Keep us in the loop," Steve instructed her, "and be careful."

"I'm not the one you should be worrying about," said Natasha grimly, already thinking about the many ways she was going to beat a way to deactivate the spiders out of the other woman.

oooOOOOooo

Coulson was knocked off his feet by the force of the blast. His back hit the wall behind him and a pain shot through the still-healing wound in his chest. He gasped for breath as the ringing in his ears nearly deafened him. Coulson forced himself to stand on shaky legs and peered through the smoke and dust. The two Agents were on the ground, not moving. He stumbled towards them, bending down and checking for pulses, there were none. Coulson knew he couldn't let his emotions get the best of him right then. He staggered towards where Jerry was propped up against the wall, face covered in black smears and dirt. Coulson grimaced as he knelt down beside Jerry. He placed a hand over the pain in his chest and felt the wetness of his own blood seeping through his reopened wound. Coulson reached out and checked for a pulse on Jerry and found one. Jerry started to moan weakly but his eyes didn't open.

A hissing noise had Coulson looking over his shoulder and then up. Above them, a white gas was coming from the air conditioning vent. "Damn," he said quietly, knowing that was unlikely to be anything but poisonous gas. Ghost really didn't like to leave anything to chance. She played for keeps . Coulson looked back at Jerry who was fading in and out of consciousness and knew he wasn't going to be able to get himself out of here. He grabbed the groggy man and threw him over his shoulder, gritting his teeth against the terrible pain it caused his wound. Already Coulson's head was starting to swim from the poisonous gas. He grabbed the edge of his suit coat and put it over his mouth to try and ward the noxious stuff off. Coulson headed out of the room, the limp Jerry flung over his shoulder. There had been a lot of structural damage to the building and it was hard to tell which way was out, particularly with more and more gas clouding the air. A shimmer of light ahead of him had Coulson staggering towards it, trying to stay upright with his load and the uneven ground. He arrived at a part of the building's outer wall which had partially collapsed. Coulson kicked his way through the bits of wood and wall, stumbling out into the sunshine. His knees buckled, the gas having taken its toll on him. He and Jerry fell to the ground in a heap. Coulson lay there, on his stomach on the ground, gasping in fresh air and trying to ward off unconsciousness. He felt the weight of Jerry moving off him and then he was being dragged further away from the building, to the safeness of untainted air.

Jerry's anxious face came into his field of vision as he crouched down beside Coulson, putting his face level with his. "You saved my life, man," his voice full of unsteady gratitude. "Thank you, thank you so much."

Coulson opened his mouth to try and force out words but only ended up making a rasping dry noise.

Jerry looked around himself anxiously and then back at Coulson. "I'm sorry, but I can't stay here. I can't go to prison, I just can't." He patted Coulson awkwardly on the back. "You're going to fine, those other agents will find you soon." Jerry looked like he wanted to cry. "I'm real sorry, I am." With that, Jerry stood up and from Coulson's limited field of view, he saw him run off in the opposite direction.

It was the last thing Agent Coulson saw before he lost unconsciousness.

oooOOOOooo

Clint scanned the battlefield from where he'd set up position on a rocky outcrop. It gave him an eagle-eyed view of what was happening below and the most strategic use of his arsenal. He strung an explosive-tipped arrow and put it into the heart of a spider which was dismantling a tank. The metal creature blew apart, taking out another two as it did. While he was doing that, Clint had also been keeping an eye on Natasha chasing down Ghost in amongst the writing spider bodies and soldiers running around, trying to mark out defensive lines. In a split second he'd lost a visual on both women. "Natasha," he said sharply, "I've lost you, where are you?"

"Down," came the confusing reply.

"You're down?" repeated Clint in concern.

"Ghost has gone underground," replied Natasha, obviously still running. "There seems to be this network of underground caves."

Thor broke in on their conversation. "T'is where the sorceress hid these foul beasts," he concluded. "By their number, the caves must be great in number."

"Kick her ass, Nat," Clint instructed her. "That crazy has cost a lot of people their lives today."

"It'll be my pleasure," came Natasha's grim reply.

Clint half-smiled, knowing that tone of her voice well. It never paid to get on the wrong side of Natasha Romanoff. Clint raised his bow and arrow and went to explode some more spiders when suddenly his bow was snatched from his hand by the lash of a whip. His head jerked around and saw Backlash standing there, whip raised above his head.

Backlash's lips turned up into a smirk. "Let's see how good you are without your bow and arrow, Robin Hood," he said mockingly.

Clint didn't miss a beat, going for his gun in a split second and shooting Backlash in the right arm. The man howled and dropped his whip, grabbing at his arm. Clint knew he'd lodged that bullet in the perfect place, blocking nerve endings and making it impossible for Backlash to wield his weapon of choice.

Clint arched an eyebrow. "And let's see how good you are without your toys, Mr. Whippy."

Backlash snarled and charged at him, tackling Clint to the ground. The battle was now one of strength and cunning and Clint was just as comfortable with that as he was with his bow and arrows.

oooOOOOooo

Thor let loose with his hammer and flung it far from him, enjoying watching it shatter a row of spiders before returning to his hand, unscathed. His lips thinned in annoyance as already he could see the broken pieces moving to reform. "What manner of enemy will not die when destroyed?" he muttered to himself in annoyance. Thor knew there was little he could do but attempt to hold back this swarm of malignant creatures and save as many Midgardians as he could. The ultimate answer to the question of how to defeat these metal beasts would be in the hands of those who understood this sorcery better than he. While it frustrated Thor that he could not lend his knowledge to defeating this enemy, he knew he had more than enough strength to make a difference. He leapt up into the air, hammer twirling above his head, ready to do more damage to the spiders when a sharp pain rocked his whole body.

Thor had trouble comprehending what was happening to him for a split second and then he realised he'd been encased in ice. He plummeted the short distance to the ground, completely entombed in his icy prison at least a foot thick all round. The freezing cold was biting into his skin and slowing his blood supply. Thor flexed his muscles, working against his inflexible frozen cage. The ice gave way with a final strain from Thor and burst open, spraying icicles everywhere as he straightened up. Thor shook his head, removing the last of ice from his hair and face. He turned to face the man in the silver and blue suit standing behind him. Thor straightened up to his full imposing height. "Is that thy best, little man?" he asked imperiously. "I will give you caution now, Blizzard, I have fought Ice Giants and not been bested." He looked the other man up and down contemptuously. "And you are no Ice Giant." Blizzard raised his hands and let out an icy blast towards him. Thor simply leapt into the air and avoided the frozen hits. He shook his head at him. "You would do well not to make an enemy of me."

"We're already enemies," retorted Blizzard. "And there is only going to be one person who walks away from this fight."

Thor threw his hammer at Blizzard, catching him in the chest with his hammer. Blizzard flew backwards, smashing up against the rocks behind him. He watched the man struggling to get up. "I believe your statement to be a true one," noted Thor in wry amusement. Blizzard attempted to shoot another blast of ice at Thor, but only a disappointing trickle was emitted from his suit. Thor shook his head and looked vaguely disgusted. "You are no worthy opponent of Thor."

Blizzard's suit was cracked and hissing gas as he staggered to his feet. "This ain't over yet," he snarled and attempted to use his suit to fire ice at Thor again and again, it failed. Thor folded his arms in front of his broad chest and gave him an impassive look. Blizzard pointed an angry finger at Thor. "I'll be back!" he threatened him and engaged his suit's thrusters, shooting up into the air. Unfortunately the suit was still malfunctioning as it struggled to provide Blizzard with a proper trajectory. Instead of flying off in the direction Blizzard had intended, the suit flew up and backwards, promptly hurling the man into the rocky overhand above. The overhang gave way under the force of the impact and Thor watched as Blizzard was brought back down to earth by heavy bits of stone raining down on top of him. Blizzard ended up in a heap on the ground, buried under rocks. Thor shook his heads. "It seems again your words were true ones, Blizzard," he said dryly. Clearly this man wasn't worthy of his attention and was a spent force. Thor knew he was needed elsewhere as he once again launched himself into the air and went after more spiders. He wondered idly if the other Avengers were finding the Defenders to somewhat of a minor inconvenience rather than a major threat.

oooOOOOooo

Steve held up his shield and warded off Beetles' electrostatic blasts. Beetle had swooped in and been trying to get a good hit in for awhile now. Steve had ended up taking the fight up onto higher ground, out of the way of the spiders. It was too hard to keep out of the way of the nano-spiders and ward off Beetle's relentless attacks at the same time. This way there was only Beetle to contend with but Steve was ever conscious of the fact that while he wasted time with this Defender, people were dying below him. He needed to end this now. Beetle was flying above him in the air and Steve took his opportunity when the other man was forced to dodge some random firing from below. Steve flung his shield at Beetle with all of his might. His shield caught Beetle in the chest, causing a wild splash of sparks to spray from the suit and Steve knew he'd done some real damage. Beetle dropped to the ground, unable to fly any longer. He ran at Steve, tackling him to the ground as they toppled over each other. Beetle in his suit was heavy and impervious to Steve's punches, so Steve knew he had to get out of this situation quickly. Steve kicked Beetle off him and rolled to his feet in one fluid motion. Beetle was staggering to his feet, a little less gracefully but he was still upright in time to see Steve launch his shield at him again. Beetle ducked but not quite in time. The shield clipped Beetle's mask and cracked it, half of the mask coming away. Beetle stumbled back from the force of the blow and didn't realise how close he was to the edge of the cliff. He staggered backwards off the cliff and suddenly disappeared from sight. Steve rushed forward and looked down to see Beetle hanging onto some rocks just under the ledge he'd walked off. Below him was a fall that would spell certain death. Steve threw himself onto his chest and hung over the cliff and reached out his hand. "Give me your hand," he said urgently.

Beetle looked up at him, the fear and doubt obvious in the half of his face exposed as he clung onto the rock for dear life. "What are you doing?"

"I'm trying to save your life," said Steve in frustration.

Beetle blinked. "Why?" he rasped. "I was just trying to kill you."

"Because it's the right thing to do," said Steve simply. He extended his hand even further. "Now take my damn hand."

Beetle hesitated for only a brief second and then he was grabbing hold of Steve's hand.

Gritting his teeth, Steve pulled with all of his might and dragged Beetle back up onto the ledge and to safety. Beetle scrambled backwards, putting some distance between the two of them as he looked at Steve with fearful uncertainty.

Steve shook his head and looked at him. "Why are you doing this?" he wanted to know. "Why would anyone with your kind of talents want to use it for such destruction?" Steve didn't get his answer as some of the spiders had discovered his location. A group of them had swarmed up the side of the cliff and were now bearing down on him. Fighting his way through the black, razor-sharp legs and bodies, Steve saw Beetle running off. He grimaced and returned his attention to destroying the nano-spiders. The Defenders could be dealt with another day.

oooOOOOooo

Natasha ran down the twisting underground tunnels, intent on chasing Ghost down. As she ran, Natasha noted that some of the tunnels seemed to be manmade and some looked like they were natural. Ghost had put a lot of planning and effort into this whole thing and she was too dangerous to let get away. Natasha rounded one last bend and found the tunnel opening out into a large cave. At the end of the cave was a shuttle, pointing directly up at the ceiling and Ghost was disappearing into it. Clearly this was the woman's exit strategy and Natasha was having none of it. She increased her speed, racing after Ghost and just managing to slide in under the closing doors. Natasha rolled to her feet and saw that Ghost was already strapped into the pilot's seat. She moved to cover the distance between them but suddenly the whole craft shuddered as thrusters were ignited. Above them the ceiling slid back and there was blue sky. Ghost engaged the craft and it took off, launching them from underneath the ground into the sky. Natasha was knocked off her feet by the force of take off and she rolled to the back of the shuttle, looking for something to hang onto.

oooOOOOooo

Tony flew up into the air and surveyed the chaos below him, looking for his team. He caught sight of them all except for Natasha. "Black Widow, where are you?"

"I'm with Ghost and we're up."

Tony turned around as he heard jet engines behind him and off in the distance a black shuttle was launching itself into the air. "So I see. You got this?"

"Always," came the confident reply.

Tony half-smiled, almost feeling sorry for Ghost being trapped inside a confined space with a pissed off Agent Romanoff. Almost. "The rest of the Avengers, listen up, I have a plan to take out these spiders." He paused. "But just a heads up, it's insane."

"Like we'd expect anything else from you," came Steve's wry reply.

"I'm taking that as a yes," Tony informed them all. "Okay, here's what we need to do..."