AN: Hello everyone,

So sorry it's been a while since I updated this story, I've been busy with summer classes, work, and life in general. Not to mention that I've been working on my other stories as well as this one.

So far Marvel's Phase 4 has been absolutely amazing!

First WandaVision gave us an amazing look at Wanda's origins from how she hated Tony because of the missile to how she got her powers, all the while showing us how she and Vision would've wanted to live and have a family only for Thanos to take that away from her and causing her to project her grief onto the entire town to live out here fantasy. Not to mention the talk between both Visions on who is the true Vision. And don't forget the countless Mephisto teases in the show ranging from Agatha herself, Mr. Scratch the rabbit, and such which has pretty much confirmed that he will eventually get his MCU debut most likely in Dr. Strange: The Multiverse of Madness.

Next Falcon and The Winter Soldier. An amazing look at Steve's best friends and how they're managing without him with Bucky learning to get past his old life as the Winter Soldier and Sam stepping up to the plate as the new Captain America. All the while it explores the themes of prejudice, mental health, the idea of a one-world order, and introduces two people who have been Captain America in the form John Walker who went on to become the U.S. Agent, and Isaiah Bradley who is pretty much the Cold War Cap. I loved the discussion between Sam, Bucky, and Zemo about the idea of super soldiers and how John isn't and never will be like Steve. That and Sam's speech to the senators who were voting on that bill were pretty cool to me.

Then we have Loki. The man who helped form the World's Mightiest Heroes. Now we see his misadventures with the TVA and get a good look at his mindset and outlook on life as well as explore the themes of identity as well. But most importantly we got to see "He Who Remains" who turned out to be a variant of Kang the Conqueror and had a single timeline to prevent evil variants of himself and now that he's dead the Kang we're familiar with and possibly the Council of Kangs will soon appear. Also, I can't wait for season 2!

What If…? has also been a blast to watch with my personal favorites so far being episodes 3 and 4 due to the darker look into the MCU and how it incorporates elements from the comics. I love how it twists the MCU around in fun and intriguing ways.

Finally Black Widow…Honestly, it felt like it could've been better especially with the villains feeling forgettable which is a shame since there is so much that could've been done with them. It was a good movie but there wasn't much that it had to offer except that Yelena was recruited by Valerie for the Thunderbolts. I feel like it just doesn't fit with the overall feel of phase 4 and should've been introduced in phase 3 like before Avengers: Infinity War.

I haven't Watched Shang-Chi yet so I can't really comment on that yet, but from what I've heard it was amazing.

In terms of RWBY Volume 8… I think it also could've been better. I'm not a fan of what they did with Ironwood becoming a villain and felt it was done more as a way to allude to his fairytale inspiration of the tin man as some form of tragic irony. Think about it in The Wizard of Oz the Tin Man wants a heart which he gets at the end, Ironwood already has a heart but loses it in the end. Not to mention that they brought Penny back and made her human only to kill her off two episodes later. I mean come on there's so much more that could've been done with her and we technically haven't seen her Semblance yet. Her weapons were connected to her back and floated and moved due to a wire and she used the Winter Maiden powers but we never see her actual Semblance. Although I will admit Volume 9 looks pretty intriguing right now, hopefully, we get to see where RWBY, Jaune, and Neo landed and how they get back.

Note that this is my opinion, you are entitled to your own so let's not fight about it.

Before we get into the story first things first WHHHOOOOOOOOO! FINALLY, WE GOT TO SEE THE NO WAY HOME TRAILER AND IT WAS AMAZING! DR. STRANGE CONFIRMS THAT THE MULTIVERSE WILL BE A PART OF THE MOVIE! ALFRED FREAKING MOLINA AS DOC OCK! THE GREEN GOBLIN'S PUMPKIN BOMB AND LAUGH! ELECTRO, SANDMAN, AND THE LIZARD LOOK LIKE THEY'LL SHOW UP! PHASE 4 KEEPS GETTING BETTER AND BETTER!

...Whew with that out of the way let's get into the latest chapter!

Disclaimer: I claim no ownership of either Marvel or RWBY. All Marvel characters like the Avengers, Spiderman, X-Men, Fantastic Four, Defenders, and Guardians of the Galaxy are owned by Marvel Comics and Disney, and RWBY is owned by Roosterteeth.

Chap. 2: Why Are We Here?

The bright light of the sun was hitting his eyes as Steve began to slowly return to consciousness as he felt the rustling of leaves and grass beneath his prone form and felt the cool earth underneath him rather than the cold, hard metal flooring of the lab he and the others were just fighting in.

"Uuuggghhhh," Steve groaned as he felt pain coursing through his entire body as he slowly began to get back up. He rubbed his blue eyes as they adjusted to the light and scanned the surrounding area expecting to find his friends or any A.I.M. and Hydra soldiers with their respective leaders along with a ruined laboratory.

What he saw was vastly different from what he expected.

No longer were they inside the A.I.M. laboratory filled with various pieces of scientific technology and A.I.M. technicians, but instead, they were in a lush forest area with tall trees and vibrant emerald green bushes and grass, a place that was nowhere near their original location.

Steve held his head as he remembered the events that led to them appearing in this strange location. They had just stopped Strucker and M.O.D.O.K. from creating another Cosmic Cube using some sort of powerful crystals they had discovered, from there they had a battle where the machine used to transfer energy into the cube was damaged, and then there was that great flash of light that washed over him and his frie-Wait a minute his friends!

"Guys," Steve called out as he got to his feet to find his fellow Avengers.

"Guys," he called out again.

The sound of pained groaning caught his attention and after quickly looking around he found his allies nearby as they too started to wake up and one by one got to their feet. Steve approached the fallen body of the Falcon, extending his hand outward to help the winged aviator back to his feet who accepted the gesture, clapping his hand with Steve's and stood back up.

"You alright Sam?"

"I've been better," the Falcon replied as he stretched his body out while groaning from the pain. Shortly after, he joined Steve in picking up their fallen allies who were also coming back to consciousness.

"Thanks, Sam," Scott said as he was lifted to his feet.

"No problem Tic Tac," Sam returned, as Scott let out a small laugh before joining the others who, like them, were confused about their present situation having obviously noticed they were no longer in the A.I.M. base, nor were they surrounded by the fallen soldiers of both organizations.

"Anyone know where we are?" Clint finally asked, catching everyone's attention who found themselves asking the same question, "This place seems way too naturey for a bunch of introverted scientists hellbent on world domination through technology."

"Wherever we are I can't get in contact with Bruce, Carol, or the others," Natasha added, gesturing to her Avengers card which Stark also made to double as a locator and communicator, "Can't even contact Fury or S.H.I.E.L.D," she finished.

"That can't be right," Tony said, sounding surprised, "The satellites and the global security network I set up should've been able to locate everyone no matter where on Earth we ended up."

"How come it isn't connecting now?" Hope asked as Tony began to think of a good reason his incredibly expensive and advanced satellites he put in place to monitor Earth weren't able to connect them to the network.

"The explosion from whatever that stuff was that A.I.M. was playing with must've disconnected us from the network," he theorized, knowing the excuse was a longshot.

"Apologies Stark, but that doesn't exactly explain why we are here in some forest instead of the A.I.M. base," Thor pointed out, gesturing to the emerald forest surrounding them.

"Yeah, I'm still trying to wrap my head around that part Point Break, just give me a minute to think here," Tony replied with a bit of snark in his voice as he put his armored hand up to stroke his bearded chin, trying to think of a reasonable explanation on how the eight of them ended up somewhere else completely different as well as a way to contact Fury seeing that their usual communication channels weren't available.

His eyes widened as he came to a realization.

"Jarvis, you wouldn't happen to have any records about what our resident beekeepers were up to?"

"Indeed I have sir," the AI responded as his helmet closed up and he saw multiple files and other pieces of data collected by A.I.M., specifically the ones pertaining to what they were researching. Judging from the information Jarvis had been able to collect when he was hacking into the door controls.

By the looks of it, the mine was located by both Hydra and A.I.M. some time ago and was filled with various crystals that were able to harness the elements from gravity, water, fire, electricity, and such. Then Strucker asked for another Cosmic Cube to be constructed along with a series of weapons designed to use the resource to take over the world in another uneasy alliance between the two organizations which was without a doubt in Stark's mind gonna end up in a betrayal with both sides fighting over the new cube like last time. All in an attempt to recreate the power of the ancient Tesseract.

But none of this added up!

The crystals were documented as being able to control the elements, not teleport them to a random location otherwise they would've been transported into a volcano or deep underwater by their enemies rather than a forest.

Then something interesting caught his attention as he and Jarvis scanned through the information. Soon after A.I.M. and Hydra entered their revived alliance a new type of crystal was discovered that held untapped power within it.

Power considered to be otherworldly in origin.

"Jarvis, bring up any data about the new crystals that were found in the quarry."

"Right away, sir," The AI butler responded as files of the new element appeared.

Thankfully all the files appeared to be organized most likely due to M.O.D.O.K's penchant for organization for the sake of science which he was grateful for in this instance, not wanting to comb through each file. After a few seconds, a folder came filled with notes on each and every one of the crystals and their possible uses from weaponry to other scientific endeavors the mad floating genius had come up with in that big head of his.

Speaking of which judging from the notes he took, M.O.D.O.K. theorized that due to the unique nature of the crystals, he believed that they originated from another world entirely rather than accepting the idea that the crystals were magic, something he was very adamant wasn't a part of the crystal's impressive atomic structure.

A theory later proven correct when the new crystals M.O.D.O.K. was experimenting with, opened a portal where he and his underlings were attacked by those black demonic-looking animals.

A portal that leads to another world!

"Sir, I appear to be picking up some encrypted signals coming from this direction," Jarvis informed bringing up a map where said signals were originating from. "By the looks of it, it doesn't appear properly protected. Shall I attempt to hack into the system?" the AI then asked.

"Go ahead."

"Acknowledged sir. By the way, I just detected a series of heat signatures coming our way."

"Oh great," Tony groaned as he saw multiple heat signatures pop up on his hud.

"Uh guys I have bad news and even worse news," Stark simply said, catching their attention as the air around them grew more serious.

"What's the bad news?" asked Steve, with a surprised and worried expression after the bomb Tony dropped on them all.

"We're about to have company."

"And the worse news?" Hope asked as she and the others prepared themselves for whatever was coming their way.

"Don't panic, but I think we're in another world," he nonchalantly stated.

"What!" they all shouted as they stared at him for clarification.

"I'll explain later," he promised as his helmet closed around his face.

True to Tony's word they heard the sounds of snarls and howls as the same black beasts they previously fought back in the lab were now in front of them yet again. This time on their home turf.

Black wolves, bears, boars, and two-legged creatures came to greet them.

"Guess these things weren't made by A.I.M. then…wonderful," Clint muttered as he removed an arrow from his quiver.

"If we are in another world then they might be the local fauna," Hope commented as she took a fighting stance and her helmet closed up around her head with Scott doing the same as well.

"Avengers," Cap said as he raised his shield and took a stance, "Take them down and be alert for any surprises!"

At once the Avengers rushed toward their new foes who in turn charged at them. Cap quickly tossed his shield bounce off one of the wolf monsters and into the faces of two others before striking a tree before returning to him while he charged toward the wolves, uppercutting the first one with his shield before kicking it away and sending it back first into a tree.

He quickly turned his attention to the other wolves, performing a jump kick on the second wolf sending it sprawling into a bush, while he bashed his shield into the third wolf which he followed up with a roundhouse kick strong enough to shatter its jaw. In one last desperate attempt to emerge victorious, the wolf lunged at Steve, it's claws digging into the vibranium as Steve pushed back against the lupine monster, straining it's strength.

He managed to break the struggle by pushing the wolf before quickly tossing his shield in its face, disorientating it again until Cap finished it off with a backward flip kick to the head as the trauma caused by Cap's enhanced strength took a toll on the monster's body as it gave way and became dust.

Cap wasn't done however as he turned back to the second wolf he kicked away previously getting back up growling at the star-spangled Avenger. Before it could have a chance to counterattack Steve hurled his shield at the wolf, putting in so much strength that the metal frisbee completely decapitated the head of the wolf, leaving it in two pieces as it withered away while the shield returned back to its owner.

Steve caught his shield letting out a breath of exhaustion as he readied himself for another pack of wolves fast approaching. Before they could reach the captain an arrow flew into each of their bodies stopping them dead in their tracks as an ominous ticking came from each arrowhead. Shortly after the ticking stopped and both arrows exploded, with the wolves howling in pain as they were consumed by the blast until they too dissipated.

"Thanks for the assist Clint," Steve thanked the archer.

"No problem Cap," Hawkeye replied as he fired another arrow into the eye of a two-legged monster without even looking directly at it.

He quickly pulled another arrow out of his quiver, pulling it back against the string of his bow before letting it fly into the eye of another bear causing it to roar in pain as it fell.

Before he could draw another arrow, a wolf tackled the archer. Clint moved fast using his bow to hold back against the black lupine as it gnawed on his bow, desperate to get to him, snarling and growling as it struggled against him.

It was only when a blue bolt of electricity entered it's body did it jump off of him yelping in pain from the shock as Natasha followed up the attack by opening fire with her pistols, with some piercing the black fur of the beast, although not enough to kill it until she fired another high-powered bolt into it. This time it collapsed to the ground, unable to rise again.

"You okay Clint?" Widow asked, worried that her friend had been injured.

"I'm fine," Clint responded as he got back up quickly scanning the area before drawing another arrow and letting it fly into the open maw of a two-legged beast making it's way toward the former KGB agent who also spun around and sent a Widow's Bite into it and frying it's body.

Another wolf rushed at Natasha only for the spy to duck underneath the attack and whipped around to fire another shock from her yellow gauntlets and stunning it.

Her brief moment of rest was interrupted as a two-legged creature covered in the same bone armor as the others. It let out a guttural roar as it began to charge toward her. Natasha however had other plans as she fired a line up into the emerald treetops just in time to avoid the charge and let the beast smash into the black wolf that was recovering from the shocks she fired at it, effectively killing it and disorientating the two-legged monster.

She quickly unholstered her pistols as she opened fire on the thing, but it didn't take long for her to realize that they weren't as effective as she thought as the bullets bounced off the dense bone armor or didn't burrow deep enough in it's thick black hide.

"Dammit," she cursed in annoyance as she reholstered her pistols as she was forced back to using her gauntlets to have any sort of effect on the beasts.

"These things are tough," Nat grunted as she took her opponent down with a high-voltage electric blast. Thankfully for her, it appeared to be enough to start turning it to dust.

"There's too many and I don't have many arrows left," Clint warned as a bear came charging toward the two former agents of S.H.I.E.L.D as a familiar round shield ricocheted off a nearby tree and struck it in the face before returning to the hands of its owner.

"Stay close," Cap advised as his shield returned, "We stray too far from each other they can overwhelm us."

"Understood Cap," Hawkeye acknowledged as he took down another bear, before shifting his bow into a bo staff to smack away a wolf that lunged at him, quickly reverting it back into a bow to fire another arrow into its throat.

With the three of them together they took down as many of the wolf monsters as they could leaving very few left until they were confronted by a wolf that was noticeably larger than all the others with larger spines along its back and arms most likely being the alpha wolf of the pack. The alpha snarled at the trio of heroes before standing on its hind legs and letting out a battle howl before turning its attention back to them as if daring them to make the first move. Hawkeye was more than happy to oblige by firing an arrow in its direction, but the alpha leaped to the side avoiding it.

"Okay… wasn't expecting that," the archer commented, not expecting the beast to dodge his bolt.

"Guess this one's smarter than the others," Nat observed, readying her gauntlets while Cap once again prepared his shield.

"Clint, got any net-arrows left?"

"Got one left Cap," Clint responded, removing an arrow from his quiver with a cylindrical shape and blunt tip housing a strong net inside.

"Nat, you and I will keep it distracted. Clint when it goes after us let it fly then we finish it off." Cap ordered as they nodded in agreement.

Widow was the first to make the first move, firing a few shocks from her bracelets which the alpha managed to dodge until it was smacked in the head by Cap's shield which returned to Steve's hands. The alpha let out another snarl as it pounced on the duo.

Both the super soldier and spy rolled to opposite sides. Despite being pinned between the two, the alpha wolf did not back down, instead glaring between the two before deciding that Natasha would be the easiest to deal with first.

As it turned it back, Steve attacked again, tossing his shield with enough strength that it broke off the tip of its largest spine with a painful crack causing the alpha wolf to howl in pain. The beast however retaliated by slamming its large forearms into Cap's shield and sending him into a nearby tree with a thud before focusing on the Black Widow.

The alpha advanced onto Widow, taking swipes at her with its large claws which she nimbly avoided, but she could only dodge for so long.

"Aaahhh!" Nat cried out as the wolf finally managed to land a swipe along her right arm. It's white claws cutting through the fabric of her suit and slicing into her flesh.

Captain America did not remain idle as he got back up from the ground and swiftly flung his shield once more this time aiming at the hindlegs of the alpha wolf. The shield made contact with one leg before bouncing into the other one making it snarl in pain and fall into a kneeling position.

"Clint now!"

The archer, who had perched himself onto a branch for a better shot through a grappling arrow, let the string of his bow loose and sent the arrow he had nocked whistling toward its target. Midway to its target, the capsule on the arrow burst open, revealing a large metal net which entangled itself around the black alpha wolf.

The wolf alpha, now at the mercy of the three Avengers, howled and growled as it desperately struggled to break from the net but it wasn't meant to be. Another arrow, courtesy of Hawkeye, flew into the wolf's arm causing it to recoil in agony, followed by Cap's spinning shield slamming into it's face and further disorientating it until Natasha aimed her gauntlet right in it's face.

"Do svidaniya," she spat out in Russian before firing a max voltage Widow's Bite. The shock coursed through the wolf's entire body as it howled in pain before slumping over. Just like the others it too dissolved into black mist.

Nat slumped against a tree exhausted as Steve and Clint rushed to her side with Clint taking out some bandages to dress her wound and Cap being on the defensive in case another monster attempted to attack them.

"Easy now Nat," Clint said as he took out a small first aid kit and began using some alcohol pads to wipe away any blood and bacteria that could infect her wound.

"Damn thing was faster than I expected," Nat muttered, letting out a small hiss as Clint applied the alcohol and medicine to her wound.

"The cut isn't too deep," Clint assured her as he wrapped her arm in a bandage, "You'll be fine so long as you don't overdo it. Also, I'm prescribing Tylenol to deal with the pain," he then quipped.

"Hardy har har," Nat grumbled as she got back up and slowly inspected her arm.

"Looks like taking down that big one really shook them up," Steve commented as he and the others saw whatever remaining small wolves left start acting wilder than before, swinging their claws with reckless abandon as they were taken down by the other Avengers.

"Guess the larger ones lead them," Natasha noticed as she saw one of the wolf monsters confused on what to do before being crushed by Thor's hammer.

"Avengers," Steve said as he tapped his earpiece to speak with the others. "The larger ones are the ones leading this attack. Take them out and the rest will fall apart," Steve relayed to the others.

"Copy Cap," Falcon replied as he stabbed his wings into the body of a particularly large bear which immediately had an effect on the remaining black bears around them.

Meanwhile, two other bear monsters were erratically swatting the air around them as a small bright yellow light buzzed around them letting out a series of laser stings all over their bodies while they futilely attempted to swipe at the Wasp.

"Some help would be appreciated Scott," Hope said as she fired another laser.

"On my way Hope. Really hope this thing works on this world's ants," Scott replied to his girlfriend as he fiddled with his helmet's EMP Communication Device, the device that allowed him to control the ants on Earth, as he hoped there would be ants or something similar to them that could assist him.

A few seconds later a large red, winged flying carpenter ant landed in front of him with a curious yet friendly look in its large compound eyes.

"Hi, there!" Scott greeted the flying insect who he began petting with the any enjoying the tender sensation, "Hmmm...I think I'll name you Anton," Scott settled on as the newly christened Anton clicked it's mandibles together in appreciation as Scott jumped on his back and his wings began to buzz.

"Alright, Anton let's go help out Hope!"

And with that, they were off toward to assist the yellow and black Avenger.

Hope let out another volley of energy bolts on the bears as she gracefully dodged and weaved through the air using her wings to perform a series of air combat maneuvers she learned from Sam from previous training sessions as well as the ones her parents created during their time as Ant-Man and Wasp.

She avoided another swipe as she dove towards one of them, regrowing to her original size and delivering a kick to its face and causing fall on its back. She spun around hearing the growls and roars of the second bear as it came charging toward her and knocking her to the ground. It towered before her, raising its claws ready to tear her apart but it never came. Instead, the bear was sending toppling backward as a small red dot floated in the air.

"You okay Hope?" Scott asked as Anton buzzed close to her.

"Yeah, thanks for the assist," Hope thanked as Scott jumped off of Anton, regrew to his true height, and extended his hand to her

"What kind of boyfriend would I be if I let my girlfriend get hurt by an evil version of Winnie the Pooh."

Hope let out a small chuckle, accepting his hand and allowing herself to be pulled back up to her feet staring into each other's eyes past the colored visors until they heard a loud squeal of anger. They quickly snapped back to them as a large boar approached them, glaring at the two while letting out harsh angry snorts while pawing the ground. It's intent was revealed as the boar began charging toward them before curling up into a ball headed straight toward them.

The two began to shrink down with Scott jumping in the air as he grew smaller to land on Anton as they both flew out of range from the beast's rolling attack until it slammed into a tree with enough force to cause it to violently shake before uprooting and falling down with a mighty crash and sending a shockwave which rattled the other trees nearby.

As it was recovering from the impact, both Scott and Hope moved with Scott jumping off Anton once again and punching the beast in the eye, while Hope unleashed another volley of energy bolts on the other eye, blinding it. The boar let out a loud squeal of pain as it began to buck its back legs in the air, rampaging in a desperate attempt to hit Ant-Man and Wasp but it's efforts were all for naught as the duo stayed out of range of it's attacks while Wasp continued to pelt it with plasma. Eventually, it succumbed to the wounds that were inflicted on it, falling down dead and transmuting into the same black mist as the others.

"P.E.T.A is gonna have a field day if they saw this," Scott joked, making Hope giggle.

"Come on Scott. Let's go help the others out," Hope said as they both moved in to assist the others unaware of a series of obsidian black feathers falling from the treetops and the cawing of large birds rang out. Sure enough, the squawking grew louder and sounds of wings flapping in the air were heard as a large flock of large birds all with an obsidian black plumage and the same bone masks as the other creatures took to the skies to challenge them as well.

"Oh great we got some more friends who want to join the party," groaned Tony as the large avians flew in his sights, circling above them like vultures over a dead body. The birds flapped their wings again as small slender black feathers began to rain from it's wings onto them.

Tony quickly broke right avoiding the spearlike quills.

"Guys look out below!" Tony warned as the black feathers struck the ground like a volley of arrows from an army. Any Avenger on the ground quickly took shelter, diving out of the way to avoid the large spear-like feathery barrage or even using some of the larger creatures to take the hit for them.

"Thor. Sam. We need to take these things out!" Tony shouted as he blasted one of the birds out of the sky with his repulsors.

"Roger that Tony! On my way now," Falcon replied as he took off from the ground after executing another wolf with his wings.

"I shall join you in a moment," Thor said as he faced a large bear as he leaped up high in the air, charging his hammer with electricity, bringing it down on the bear's head, and smashing it to pieces like a watermelon leaving black blood to ooze onto the ground before dissolving into the same black mist.

Thor took a moment to analyze the substance before it dissipated wondering what in the nine realms was capable of creating such foul creatures remembering the undead creatures and other dark abominations the Goddess of Death, Hela had revived and created in her attempt to conquer Asgard and Midgard and claim the souls of the civilians within them.

"Now I shall join you in the skies," Thor declared as he spun his hammer and used it to soar into the sky alongside his other aerial comrades.

Iron Man raised his arm as he took out another bird, sending it spiraling out of control as it smashed into the undergrowth below, before raising his other arm to blast another one making a searing hole in its chest as it also fell into the trees.

"Sir, on your right!" Jarvis called out as a warning flashed on the hud. Tony turned as he saw a flock of smaller black birds headed his way squawking as they flapped their ebony wings and launched another volley of arrow-sized feathers his way.

"Oh boy," Tony exclaimed as he narrowly avoided the cascade of pointed quills by using his thrusters to propel himself upward before executing a series of aerial evasive combat maneuvers to dodge the oncoming flock as they gave chase.

Tony barrel rolled to the left to avoid another barrage of sharp quills before turning back around and letting loose a few blasts of his repulsors, burning holes into the ones unlucky enough to get hit and forcing the black flock to scatter.

With the birds split off into two groups both Falcon and Thor intercepted them with the paratrooper unleashing a barrage of gunfire that passed through their bodies easily while Thor let out another bolt of lightning on another, frying them into black ash.

However, there were still many that flew around with some larger better-armored birds joining the flock.

"There's too many of them. We need to take them all out at once," Falcon advised as he noticed how low he was on ammunition, having spent it all on killing as many black birds as possible.

"Thor," Tony called as he blasted another bird. "Now might be a good time for you to bring the thunder."

Thor nodded and began to fly higher and higher. The Asgardian prince then started to twirl his hammer around as the clear blue sky started to grow a dark grey and the previously white clouds turned stormy as lightning crackled through them with the sound of booming thunder close behind and the once calm air began to whip up into a fierce frenzy. He raised Mjölnir skyward as a large thunderbolt erupted from the mighty weapon and into the sky.

"FEEL HEAVEN'S WRATH FOUL CREATURES!"

KRRRAAA-KAAAABOOOOOOOMMMMMMMM!

The now dark and stormy sky boomed with bright light as great blue lightning bolts shot down from the heavens striking any and all things in its path aside from Thor's allies. Trees were uprooted by the heavy winds as they fell on a herd of two-legged creatures. Wolves and bears were turned into black ash as the great bolts of energy smashed into their bodies. The sharp feathers the birds had sent at the thunderer were redirected due to the winds whipping around him, turning their attacks on themselves and effectively killing all but one large vulture with great bone armor along its head and back. Instead, Thor himself brought mighty Mjölnir on the dark avian's head, caving it in and finishing off the last of the dark beasts. Thor slowly descended as the sky started to return to its former peaceful state.

"That should be all of them," Thor declared as he surveyed the damage, seeing nothing but broken branches, uprooted shrubbery, and fallen trees as the black mist from the creatures' decaying bodies cleared up.

"Great work Thor," Steve complimented the prince who nodded in return.

As the threat passed all Avengers grouped back together all with the same thought in their minds.

Where were they?

And to answer that question they turned to their resident supergenius Tony Stark who just recently delivered them some shocking news.

"Tony," Steve said. "Before we were attacked you said that we're in another world."

Tony nodded before going into the explanation.

"When we were in A.I.M.'s lab I had Jarvis hack into their files about those crystals they were experimenting with to see what all the hubbub was about. Those crystals are connected to various elements of life and physics."

"What do you mean?" asked Hope.

"I mean that those crystals can shoot electricity, create torrents of water or fire, and even temporarily change the gravity of a room," he clarified, seeing their faces turn from confusion to shock and realization at the possibilities such crystals could do in the hands of people love A.I.M and Hydra.

This was worrisome news.

"So how did we end up here?" asked Clint with worry and concern in his voice and Tony understood why. Clint had a wife and three kids back home waiting for him. They always worried about him when he left to work with them and go on missions and

"Turns out one of those crystals had the potential to open up doors to another world where apparently they come from," Tony answered with a serious face, which was rare to see from the quipping, genius, billionaire.

A pregnant pause enveloped the hero group as they all took in the seriousness of their present predicament. Everyone had someone back home be they, friend or family. Not to mention that they were one of Earth's mightiest heroes, without them the world was a lot more exposed to the threats of madmen and criminals.

"Um guys," Hope said, catching everyone's attention, "I think we're being watched."

She then pointed to what appeared to be a camera hidden within the branches of a nearby tree overseeing the forest.

"Guess people live near here," Tony remarked as he began to investigate the device.

"Think the people who put that there are still around?" Scott asked.

"Without a doubt," he casually remarked. "The system this camera operates on is still live, not to mention that Jarvis picked up some strange not-so encrypted signals coming from that way," Tony informed, pointing in the direction the signals were coming from.

"So what do we do now?" Natasha questioned, "Also what about the others? Weren't they in that quarry with the same crystals?"

"There's a big chance they got sent here too," Hope said with worry in her voice at the idea of their allies also in the same world as them but in different locations.

Clint let out an exhausted sigh.

"Great, just great," Clint groaned in frustration. "First we get sent to another world fighting A.I.M. and Hydra. Then we fight whatever the hell those things are. Now we have some possibly missing Avengers on top of us needing to find a way back."

With that said all the other Avengers were feeling quite frustrated and depressed over their current situation.

"Don't give up hope guys."

Steve's voice brought them out of their depressed stupors as they looked to the representation of America.

"I know our present situation is less than ideal. Believe me, I'm having trouble wrapping my head around all this as well and I understand we all have friends and family back home and we're scared we won't see them again, trust me I've been there before," Steve spoke as his allies never took their eyes off of him. "That feeling of fear of being in a new place you don't recognize. That feeling of not being able to see the people you know and care for. I understand that, but right now we need to stay calm and keep a level head."

Steve could see the hope of finding a way back to their faces as each Avenger pulled themselves out of their slump as they listened to his speech.

"Always with the inspirational speeches Cap," Clint smiled.

"Doesn't make them any less effective when team morale is low," Steve returned with a smile of his own.

"Soooo…what's the plan, Cap," Scott asked.

"We need to keep moving," Steve responded. "If we stay in one spot for too long we'll just get attacked again by whatever those things are. Maybe we can find whoever installed the cameras and see if they could help us. Then we need to see if Carol and the others got sent here as well. Tony, think you can hack into those signals and see if there's a settlement nearby?"

"Already working on it, but there's a chance we won't be able to understand whatever's on it. You know being on an alien world most likely means that the locals have a completely different language," he responded.

"If something of that manner were to happen you will have my aid," Thor volunteered. "I did not spend years studying the many cultures and languages of the universe for nothing nor will my ability to converse in any language be forgotten."

What many didn't know about Thor is that he possessed an ability known as the Allspeak which allowed him to automatically understand and speak any language so long as they originated from the ten realms allowing him to effectively communicate with any species within them.

Stark continued to fiddle around with the camera, as he found hacking into it to be incredibly easy

"Alright then aaaaand done. Wow, that was fast.

A small snort of laughter was heard followed by a small "Ow" coming from Scott who Hope just elbowed in the side.

"Really Scott."

"Sorry, sorry," he apologized, rubbing the back of his head sheepishly.

Tony ignored the banter and began to scroll through the information accessible to him. At first Tony had no issue understanding it, but then it hit him.

He could understand it!

Every single word and letter was clear to him. Written in plain English! Even the overall grammar was the same!

"Uhhh, guys…Thor's language expertise won't be needed. Turns out the aliens use English."

The others gave him incredulous looks.

"What do you mean," Natasha asked.

"It's exactly as I said," he confirmed. "The aliens here use the English language."

Needless to say, this revelation the group.

"W-W-Wait, what?" Scott stuttered

"How is that possible?" Sam asked. "Isn't an alien world supposed to have its own language?"

"The Skrulls knew English when they tried to invade," Clint pointed out.

"Yeah but they learned it just so they could infiltrate Earth," Sam argued back, which Clint conceded was true.

"So what does this mean?" Natasha questioned to which Tony could only shrug.

"Who knows. It could mean many things," he stated. "Maybe they saw our language as easier to understand and it just blew up or they actually developed English on their own and call it something else."

"Regardless if we run into them we should approach them with caution," Steve said before turning back to Tony. "Did you find anything else?"

Tony paused as he looked through all the data Jarvis had retrieved for him including the layout of the entire area, as he saw that this camera was connected to many others scattered throughout the forest with some cameras being located around an area that looked like ancient ruins. All these cameras appeared to connect all the way back to a large castle-like structure, specifically from some tower.

"Looks like there's some sort of castle not too far from here though we'll have to pass by some ruins to get to it," Tony replied. "There's also a pretty good chance we'll run into those things again along the way," he pointed out.

Steve thought for a few moments. While there was a large chance that they could easily be attacked again by those black monsters, the chance of meeting with the people of this new world could prove worth the risk and help find a way back home.

"I think heading to that castle might be our best bet," he confirmed to the rest of the team. "We'll meet with the people here and see if they know what those things are and if they can help us find a way back home. Is everyone alright with that?"

"How do you know that they won't just attack us?" Sam asked, bringing up a good point. Many alien species like the Skrulls, Kree, and Chitauri detested humanity and tried to invade them from time to time. What would make the species here any different?

Steve let out a sigh before giving his answer.

"I don't, but it's better to try and find help than waiting around here out in the open with those things around and no clue how we got here."

None in the group could disagree with his argument.

"Better than nothing," Tony said as he and the others realized that what Steve was suggesting might be their only choice in this situation. One by one each Avenger agreed with the captain with Clint supporting Natasha due to her injured arm. All of them ready in case they ran into any trouble along the way to what they were hoping would be their salvation.

"Alright then, let's move."

And with that declaration, the team was off trekking through the forest, unaware that someone else was keeping an eye on them, and was quite surprised by what he witnessed.

Beacon Academy was one of the most well-known, prestigious Huntsmen academies ever founded by the old king of Vale in order to establish a group of warriors that would begin their crusade against the dark Creatures of Grimm. The academy was built in a way to honor Vale's gothic architecture like the castles of old with towers, minarets, well-kept gardens, courtyards, and such.

This would be a castle and the Huntsmen and Huntresses training within them would be their knights.

With it being an academy meant for defending the four kingdoms it's no surprise that the academy was filled with countless rooms designed for lectures such as history, dust chemistry, and such to various training rooms so the students would have a place to train alongside their teammates in a controlled environment against drones or other students to test their skill against one another.

At the center of the campus was a large tower tall enough to reach the sky. Forming the base of this tower was Vale's Continental Transmit Tower which allowed people from across the kingdoms to communicate with one another and was outfitted with the latest technological advancements such as holographic AI operators. The rest of the tower was a large clocktower with Ozpin's office being at the very top was a mechanical masterpiece filled with various pieces that represented his emblem. The crystal clear floor allowed guests to see the many giant gears, cogs, and other gizmos underneath that helped make the clock outside the tower tick.

With his office so high up it was without a doubt one of Ozpin's favorite pastimes to gaze out of the window and taking in everything. From the clear blue sky, burning bright sun, fluffy white clouds, and the students and staff bustling around down below, it made Beacon look like a castle from the paintings of old. That was until the picture was ruined by the sight of multiple gray and black dots and a request from an old friend for permission to enter Beacon's airspace.

"Ironwood certainly loves bringing his work wherever he travels," Glynda remarked with an annoyed tone in her voice as both she and Ozpin stared out the window of Beacon tower as a series of large advanced airships clouded their vision of the academy courtyard meaning only one thing; James Ironwood and the Atlessian army had arrived.

"Well, running an academy and a military makes him a busy man...But yes, those are a bit of an eyesore," Ozpin agreed as he saw a squad of three bullheads fly over the courtyard. His attention was taken away as he heard a small ding come from his desk, notifying him that someone was outside his office.

"Come in," Ozpin called as the doors slid open and a man wearing a white coat with a grey undercoat and black shirt underneath. A red tie hung from around his neck that contrasted the rest of the outfit's color scheme and his right arm was covered by a white glove. The man's apparel screamed military as he approached Ozpin with open arms and a friendly smile.

"Ozpin," Ironwood greeted as he walked towards his friend and Vice Headmistress.

"Hello, General," he responded with a friendly smile and respectful tone.

"Please, drop the formalities," he insisted with a light chuckle as he shook Ozpin's hand, "It's been too long. And Glynda! It has certainly been too long since we last met." Ironwood said as he spotted the blonde Vice-Headmistress.

"Oh James," she returned with unease in her voice as she gave him a light smile and wave before dropping the pleasantries and frowning.

"I'll be outside," she said bluntly and began walking toward the door, with the automatic doors shutting as she made her way out.

"Well she hasn't changed a bit," Ironwood commented.

"So what in the world has brought you all the way down from Atlas?" Ozpin asked, offering Ironwood a cup of coffee, "Headmasters don't typically travel with their students, for the Vytal Festival."

"Well, you know how much I love Vale this time of year." Ironwood said as he took out a flask from his coat and poured some of its contents into the cup as Ozpin moved to sit back down, "Besides, with you hosting, I thought that this might be a good opportunity for us to catch up."

I can certainly appreciate the quality time between friends," Ozpin smiled, which turned into a frown. "However, a small fleet outside my window has me concerned."

"Well, concern is what brought them here." Ironwood cooly stated.

"I understand that travel between kingdoms has become increasingly difficult," Ozpin said as the general frowned.

"Oz," Ironwood said with seriousness. "You and I both know why I brought those men."

Ozpin took a drink from his cup before responding.

"We are in a time of peace. Shows of power like this are just going to give off the wrong impression," he said as Ironwood set his mug down as well.

"But if what Qrow said is true-"

"If what Qrow said is true, then we will handle it tactfully," Ozpin calmly interrupted. " It's the Vytal Festival. A time to celebrate unity and peace. So I suggest that you not scare people by transporting hundreds of soldiers halfway across the continent."

"I'm just being cautious," he defended.

"As am I. Which is why we will continue to train the best Huntsmen and Huntresses we can," Ozpin returned.

"Believe me, I am," the general assured as he made to leave the room, not before stopping by the door and looking back at the old headmaster. "But ask yourself this: Do you honestly believe your children can win a war?"

"I hope they never have to," he answered grimly.

The sound of light beeping caught Ozpin's attention, turning his computer screen which was flashing red. Tapping the screen Ozpin was surprised by what popped up.

"Is something wrong?" James asked, seeing the look of surprise on his friend's face which was a very rare and sometimes worrying sight to see.

"James, you wouldn't happen to have a team of soldiers out in the Emerald Forest would you?"

"What? No," he replied, shocked by the question. "What makes you think I did?"

He approached Ozpin's desk and was surprised by what was on the screen as well. On Ozpin's screen were eight colorfully dressed individuals with a unique assortment of weapons and armor. By the looks of it, the individuals were in the Emerald Forest near the ruins he had his initiates retrieve the relics that would form their team.

They watched as these eight warriors fought against a strangely large group of Beowolves, Ursa, Creeps, Boarbatusks, and even Nevermores as they used their skills to fight back against the group of dark creatures and were completely stunned by what they saw.

A man wearing a blue suit with a large star on his chest and an A on his helmet tossed a round shield at a group of Beowolves with the shield returning to his hands as he fought the Grimm with his hands. Another man wearing a set of metal wings glided through the air as he opened fire on the Grimm with his machine guns even using his wings to stab and slash some of them in two. Nearby a man with a bow and quiver of arrows and a woman wearing a black stealth suit and two gauntlets had the most difficulty fighting the Grimm with the woman even with the assistance of the shield-bearing man which resulted in the woman getting injured.

While these individuals appeared to be regular Huntsman or soldiers, the others looked to be the most powerful due to their abilities and weapons. A man sporting a winged silver helmet, red cape, and armor used his hammer to bash in the heads of any Grimm going so far as to throw it at some and call it back possibly through his semblance or gravity dust in the handle. That was what the two of them thought until the man began to float in the sky and fire lightning from his hammer. Then there was the red and gold armored man, whose appearance looked like an Atlessian android, fighting beside them, using rocket boots to levitate in the air while it fired lasers and rockets such at any nearby Grimm and putting large holes in their bodies as they fell down and started to decompose.

Then there were the last two fighters who wore similar suits with one being red and the other yellow. They were possibly the most unique out of the group due to the fact that they possessed a very powerful ability...They both had the ability to turn as small as an ant and wasp allowing them to avoid any attacks from the Ursa they were fighting with the yellow one appearing to fly all by herself and fire lasers while the red one rode on the back of a small flying ant as he jumped onto the bear Grimm and delivered an uppercut to it's jaw.

"Ozpin...What are we looking at?" Ironwood incredulously questioned as he saw the two fighters regrow in size.

Ozpin removed his glasses and rubbed his eyes, wondering if he was hallucinating due to some drug that was slipped into his drink, but deep down he knew this wasn't the work of some hallucinogenic since he personally made the coffee himself not to mention that it obviously wasn't able to set off the motion sensors.

"I-I don't know," he said, "I've never seen these individuals in my life."

Ozpin steeled his eyes and his face turned into a curious yet determined look.

"But I intend to find out who they are and why they are in the forest," he firmly stated as he grabbed his scroll.

"Glynda, I want you to gather two teams and search the Emerald Forest. It appears we have a few trespassers fighting for their lives...Gather teams RWBY and JNPR if you want, I know that you want to discipline them for their food fight earlier today...I shall send you the footage of what is currently going on. Good luck and be careful."

Ozpin finished the call and put down his scroll.

"Glynda and Profesor Port will take two teams to extract our uninvited guests in ten minutes," Ozpin informed the general who nodded.

"I could send my own team down to apprehend them if you want," Ironwood suggested, but Ozpin politely declined.

"Nonsense James this is my academy and I will deal with the problem," he reassured.

Before James could say anything else the sound of rolling thunder caught their attention. Both men looked outside to see in the distance the white clouds and blue skies turn gray and the sound of thunder could be heard.

"Strange," Ozpin said, "I don't recall the news saying to expect a thunderstor-"

KRRRAAA-KAAAABOOOOOOOMMMMMMMM!

Both Ozpin and Ironwood flinched at the sound as they witnessed a great thunderbolt burst forth from the cloudy skies as he checked his scroll to see what was happening. Moving to one of the other cameras he placed in the forest managed to find one that gave him a good view of the storm where he could see a dark figure hidden within the clouds, illuminated by the many lightning bolts raining from the sky. Moving to back to the first camera he was astonished to see that each bolt was striking the Grimm both in the skies and on the ground.

Pretty soon there were no Grimm left surrounding the team as Ozpin noticed that the man with the silver helmet and hammer was nowhere to be seen only to be further confounded when he descended from the sky, which was returning to its previous appearance before the storm.

By the looks of it, the group despite their exhaustion were having some sort of discussion as the shrinking woman pointed at the camera Ozpin was using and the man in red and gold armor approached it as it went offline before coming back on with them being surprised by something. A pity the camera's audio wasn't working for some reason.

The man with the shield appeared to be their leader given the fact that his comrades rallied around him after he gave, what Ozpin assumed to be, an inspirational speech of some sort before they began to leave the area.

As they moved out Ozpin couldn't help but wonder. Who were these strange people? What abilities did they possess? And most importantly what were their intentions?

AN: And there is chapter 2. This took longer than expected mainly because I kinda hit a bit of a writer's block on how to start it off as well as with the action. Not to mention I have other stories I'm still writing for as well and some classes and work which took up my time as well.

I also have an announcement for all of you.

I'm planning on making a series of WHAT IF? scenarios that mix with this story which will be a compilation of one-shots in its own separate story. This will include characters getting new abilities, going through different experiences, and overall introduce them to other facets of the Marvel Universe I might not be able to do in this story. I will be taking suggestions for this as well so don't be afraid to leave them in the comments or PM them. Just note this does not automatically mean I am doing it.

Note this will happen in the future and not right now mainly because I already have three stories to work on along with some side projects. Also, my current school schedule takes up most of my time so there may be times I don't update for long periods of time.

Q&A:

Drake G. Reaper: Sorry but I don't plan on having any Marvel heroes suddenly become Faunus since it wouldn't really make sense for certain characters to suddenly become Faunus while the others aren't.

Not to mention it messes with the characters who don't have powers like Hawkeye and Black Widow whose appeal is that despite looking like they don't belong on the team they prove useful in many situations and have the skills and expertise to prove why they are an Avenger. Giving them Faunus traits would take that away and feels unnecessary, same with adding those traits on those with abilities, especially since I plan on having the X-men show up in the future and deal with the idea of racism and prejudice.

Nain Tarlow: Thanks! Can't wait to show you what else I have in store!

The crimson Tucker: Here's the latest chapter. Hope you enjoy it!

Guest: I plan to have them show up in time.

KHARAKI TAKAN: Definite no. There won't be any harems or multiple partners for anyone in the story since it's unnecessary for the story. Not to mention neither Marvel nor RWBY are focused on that idea. However, I do plan on pairing Jaune with someone in the future.

SpideyfanWeb18: Thanks for the suggestions. Trust me some heroes and villains will make appearances in time. Some will team up with Salem and others will be against her. Also thank you so much for the long list of Marvel heroes and villains and the popular groups they're in. You just made my job a whole lot easier on who to include and exclude. Some of these guys I haven't even heard of but know that I have, I can't wait to try and do something with them.

That's all the responses for today! Don't be afraid to leave any comments! See you all in the next chapter!

Excelsior!