A/N: Listen I cannot for the life of me figure out the SHIELD vs Avengers timeline except to note that the SHIELD takeover in season 2 coincides with The Winter Soldier. So I'm taking certain liberties with the timeline and stating that the Framework (SHIELD season 4) takes place before Civil War. This entire story is sometime after the Framework (SPOILERS), after Avengers 2 and all three Iron Man movies, but before Civil War…. I apologize for any inconsistencies.

WARNING: This story is rated M for torture scenes among other horrible, no good, very bad things that have happened to our beloved Tony. I'll put warnings above the really graphic ones, but please do understand that this is a heavily whump themed story and there may be triggers. Please read all the warnings for each chapter listed.

Disclaimer: Anything you recognize does NOT belong to me but to MARVEL, or excuse me, Disney and their appropriate franchises.

Prologue

"There's a new world comin', and it's just around the bend. There's a new world comin', this one's comin' to an end."

- Cass Elliot

Iilk was hungry.

As one of the lesser Rake he didn't often have the opportunity for a meal.

Scraps.

That's what was left for him by the time the others cleared out. That's why he was lurking in the shadows, watching the Elders split dimensions. It had taken him quite a while to learn that the key was timing. While the Elders did the work of opening dimensions he bided his time and energy. If he was fast enough there was a chance he could pass through the opening before the others could swarm it.

He'd probably only get a few good tastes before he was pulled away by a stronger, more aged Rake, but that was okay. Even just a few sips of the good stuff would be able to keep Iilk energized enough to vie for a decent place in line instead of dead last.

As the rift grew longer he focused his attention on the tear, counting down the seconds until it showed the smallest opening, and then he dashed through the hole that was too small for the strongest Rake to fit in, but just wide enough for the starved Iilk to slip through.

His success was short lived as he careened through a time lord who looked surprised and rather angry before doing something that began to reverse the rift Iilk had come through, much to the surprised and angry cries of his people on the other side.

"Wong." The time lord hissed, his focus unable to split between the rogue Rake and closing the rift.

"Got it." This Wong stated, hands moving ominacly. But Iilk didn't wait to find out what that meant for him. He hurled himself in the direction of away, hearing the startled yell of the gatekeepers behind him and refusing to look back and see how close they were to catching up to him.

Slipping into shadows and spreading himself thin enough to dematerialize, he evaded them all, quickly navigating the in-between. Ahead was a doorway with another rift leading to a dim and desolate place. Iilk slipped silently through, using the cover of darkness to slink across the barren wasteland.

And even through his dire predicament of being chased by a time lord and the fear of being caught, there was also a growing wonder, and even joy, at the realization that he now had an entire world, a veritable banquet of uncontested entrees at his fingertips.

And Iilk was hungry.

Tony Stark was starving.

He supposed working four days straight in the workshop would do that. His stomach growled again, echoing loudly within his suit.

"Anything Stark?" came the Captain's inquiry like clockwork.

"Beta quadrant clear." he said, doing one last scan, verifying that his report was still correct. "Moving on to Charlie."

"Roger that."

He'd only been 'retired' for a few months and already he had missed this. The feeling of teamwork and purpose as they all worked towards a specific goal. Sure, technically he was still inactive and not authorized or even encouraged to do anything but the aerial scans they needed but still, it was nice.

"Hey guys, whaddya say we stop for a little curry after this?" he asked, circling back around the city towards the point of origin, where the disturbance was first logged on SHIELD's radar. "I'm feeling a bit peckish."

"Stark." The Captain warned.

"What? You don't like Indian?"

"I could go for some naan bread," Bruce chimed in from the research truck where he was currently collecting data on the anomaly and using Stark's scans to better pinpoint the current location of the disturbance. Whatever this thing was, it was proving evasive to say the least. "I know this great little spot in Kolkata."

"It's on." Tony agreed. "Gotta branch out sometime, Cap. You'll love it. Comes with a kick."

"Guys," came the Captain's voice, strained with annoyance. It only made Tony smile. Sometimes America's greatest hero was too easy.

"Mmmm," Stark hummed. "Just the thought of butter chicken is making my mouth water. Nat, Clint?"

"Gonna have to pass on this one Stark." Clint chimed in. "Last time I had curry I shit fire for a week."

Tony's mirth rang through the comms and was documented by the blip in altitude as he dropped a few inches.

"Guys can we focus please," came the clipped tones of the Captain. "Natasha, what have you learned from the village. Any more victims?"

"Negative. The three victims didn't have much in common. None of the individuals who've been affected have gotten worse in the last 24 hours, however there is one common denominator. All of the victims have been experiencing night and day terrors."

"Terrors? What, like nightmares?" Clint asked.

"That mean anything to you, Banner?" The Captain redirected.

"No, not yet, but I'll plug the data into the search matrix, see if I can find a pattern. If you could find out when and where the terrors started it would be helpful."

"On it."

The comms fell silent again as Tony began sweeping the next quadrant. His mind forgot his hunger as it strayed back to his current obsession, Peter Parker's suit. Originally there'd only been a few dozen web-shooting options that he'd planned to integrate into a suit for the spider kid he'd met a few weeks ago. It wasn't his fault that several hundred more options had come to him since then. He'd meant to at least cut them down, but then he wanted this suit to be the safest thing the kid ever wore, and everytime he eliminated one he would suddenly think of a scenario where only that option would save the kid's life.

In the end he ended up incorporating all of them, which meant the original tech intended for the suit was insufficient. The sheer amount of options required the processing ability of higher level thinking. And so Tony had spent the last four days creating another AI. The kid would need assistance growing into the suit. Some tutorials perhaps. Maybe just a couple of training wheels to get him started.

"FRIDAY, remind me to set up a training wheels protocol for the Spiderling." he instructed, eyes still scanning the incoming stream of data. Something was off in the topography he hadn't caught before.

"You got it, boss."

"And while you're at it enable the GPR will ya?"

"On it."

"Thanks darlin."

Tony pulled to a stop as he read the data, turning to rescan the area around him. His lips spread into a smirk as the anomaly he'd sensed blipped across his screen.

"Gotcha," he murmured. After pinpointing the most probable point of origin, he began to head towards it.

"Stark. You want to tell me why you're breaking formation?" The Captain asked.

"You bet your patriotic socks I do," he said happily. "Looks like our mystery guest might be utilizing the formidable facility underneath the city. Sending you the specs now, Brucey."

He landed on the outskirts of the city, his metal suit standing firm on the hard sand. Precision lasers cut a perfect circle through the dirt, and he smiled when the sands began pouring down before the large chuck in the middle fell through a hole with a loud thump a moment later.

"Knock, knock."

"Stark! Hold position. Wait for backup." Captain America ordered.

Tony thought about listening. He really did. But he was already taking the leap before the internal debate could finish. Landing several feet beneath the opening, he looked around at the dark path spreading before him. Taking a few steps in he did a quick scan that showed most of the walls to be made of concrete; different enough from the surrounding topography to be eye catching from above, but too thick for adequate scanning.

"FRI, let's send out a few scouts shall we? Get a better look at the place."

"Deploying now, sir."

The quiet space was filled with the soft whir of machinery as thumb sized flying monitors detached from the suit and began moving down the hall, the four splitting into groups of two as the path diverged. Just another idea that had come to him when working on the kid's suit. Who knew it'd come in handy so quickly.

"Stark!" came the angry call of their leader.

"Yea yea, keep your tights on. I haven't gone any further than the entryway."

"Tony, I see your position but my scans can't pick up how deep the structure goes."

"No worries, Brucey. Just sent a few scouts out to light our way. Relaying the info now."

A flash of light from one of the scouts drew his eye to the corner of the display in his helmet. What was that? Scanning the visuals of his scouts, he was rewarded with another flash. Whatever it was, it was green and it moved fast.

"FRIDAY can you track it?"

"Attempted tracking in progress boss...Echolocation indicates the target is approaching at a rate of 80mph."

"Shit," he cursed, stepping back. "Guys it looks like we have something." he warned the others raising his arms just as the green light rounded the corner and abruptly stopped. Tony blinked, trying to comprehend what he was seeing. Whatever it was it moved like it was alive, but it seemed to be made out of energy, parts of it moving and almost seeming to dissipate.

"Retreat Stark! We're almost there!" Came the Captain's cry.

"Whoops! Wrong address." Tony spoke, taking another step back, three more and he'd be clear to fly. "If you'll just excuse me."

The thing made a noise then and shot towards Tony so fast he barely got his repulsors up.

"Guess not!" he gritted as the sound of repulsors hitting decades old concrete ran through the tunnel, but it wasn't the threat of a small cave-in that worried Tony. It was the fact that his repulsors seemed to go straight through whatever the alien was, and he watched in horror as it surrounded the suit, probing, looking for a way in.

Even as the green began to seep into his peripheral, the dual image of seeing it through the digital display as well as in front of him caused his stomach to drop. All he could think of was the team, of how underprepared they were to fight this thing. Conventional weapons couldn't stop it. They were walking into a trap.

"Abort!" he managed to get out, gasping at the feel of the cool and pliant light pushing against his face, slithering up his nose.

"Tony?!" That was Bruce. Bruce would know, he would understand that science was needed to defeat...whatever this was. There had to be a certain frequency, or some sort of ray that could trap this thing, grip it like his hands should have but couldn't. Against all instincts he opened his mouth, choking on the stuff but determined to warn someone, to let his team, his friends know what they were up against.

"Bruce! Bruce it's -" But that's all he got out before his entire world became a flash of bright green, and then all consuming black.

Iilk was delighted as he hauled his new find back to the quiet little hidey hole he'd found under the buffet above him. He'd been careless at first, drinking too greedily and killing the host before he could finish enjoying the meal. He was smarter now, more careful. He drank slowly, only taking so much from each entree. After all, he didn't want the time lord to find him and make him hurt.

He was stronger now, too. Much stronger than he had been before. Strong enough to drag his prize back to his hiding place. No more sharing for Iilk. No more scraps. This one was all his, and it was so very full of bad memories. So much despair.

He was going to enjoy every drop.

"Stark!" Captain America called down the hole, shield at the ready. The lack of response was proof enough something had gone wrong, and he cursed Stark for his rashness.

"Banner? Can you give me anything?"

"Tony never sent the data," came Bruce's quick reply, and Steve could hear the anxiety in the physicist's voice. The last thing they needed was for the Hulk to make an appearance.

"Okay Banner, just stay calm. We're all here at the site. We'll go in and get him out. You stay put and-."

His words were cut short as a black surveillance van screeched through the city gate a mile away and came booking it down the road.

"Damnit Banner, turn back. That's an order."

"I'm coming with you," came the heavy reply as the van got closer. Steve was powerless to do anything but watch as it came screeching to a halt, eyes hard as stone at another blatant defiance in the face of given orders. Clearly the doctor was spending too much time with Stark.

Steve looked up at Natasha, knowing that she might be able to get through to the doctor where he couldn't. Her eyes narrowed at the unasked question but she spoke anyway.

"Bruce-"

"No," came his interrupted reply. The van was suddenly there, screeching to a halt and Bruce hopped out, batting the sand and dust away from his face as he approached. "He called for me. Whatever was down there, he thought I might be able to do something about it. Which means it's either powerful as hell, and you'll need the hulk, or it's something conventional weapons can't affect, which is where I come in. Either way, I'm going down there with you. Besides, I have this."

Taking out his phone he pressed a button and held it up.

"FRIDAY."

"Yes Dr. Banner."

"What?! You have FRIDAY on your phone?" Clint asked in disbelief. "How come I didn't get one of those?"

"She's not on it… not really. It's only that this model is able to connect with FRIDAY when within a certain range. FRIDAY, is Tony okay?"

"Boss is… alive." FRIDAY answered with uncharacteristic hesitation. "Adrenal levels are unusually high, but he's retained no physical injuries."

"Is he conscious?"

"No, but Boss isn't unconscious either. I think the best description would be to say that he appears to be… dreaming."

"Don't." Natasha clipped, before Clint could make the joke.

"Sorry."

"FRIDAY can you lead us to him?" Steve asked, shifting on his feet, still unnerved at a phone or really any device that talked to you. Though a phone talking to him was much more tolerable than a house.

"Certainly. The scouts collected enough data to construct a map of the facility."

"That's good. Send those specs to my phone." Bruce sighed in relief. "Actually, go ahead and send them over to SHIELD as well. Something this big underground, they probably want to know about."

"Sending it now doctor."

His phone chimed with the incoming data and Bruce opened it to see the map which showed them at the entrance to the tunnels and Tony's location as moving.

"Whatever has him, it's moving and fast." Bruce stated, stepping towards the hole. "If we don't want to lose him we need to go now."

Steve sighed in annoyance. Bruce seemed determined to come, but all Steve could think about was the Hulk in those small 10x10 tunnels. He was supposed to be the last resort.

"Fine. But stay behind me. I'll take point. Natasha, cover our six. You see this thing, you take it out anyway you can. Let's go."

Iilk had barely started eating when the presence of more minds pulled him away. They were close. Closer than they should have been. For a moment Iilk was afraid. Should he run? Should he fight? Was it the time lord come to banish him to more starvation?

He calmed himself and waited patiently as they drew ever closer. Finally, he decided it couldn't be the time lord. He'd be dead or gone already if it was. More food then? Food perhaps others wouldn't miss? They had come down to his hidey hole on their own accord afterall.

Counting four of them, he tried to come up with a plan. He didn't want any to get away. It was best to keep them together, but he could only savor one at a time…

Ah, he knew just the way. It was something Kart had shown him once, taunting Iilk with his abundance, never thinking Iilk would grow powerful enough to use it. He was almost sad Kart wouldn't be there to see it…. Almost.

When they were close enough Iilk began to dissipate. He couldn't do it as fast now. Some of the Elders couldn't do it at all. Dissipating was for the weak, but Iilk had turned it into a strength.

He watched as they slowly entered the room. First one, who seemed to check all around for Iilk, but never found him, and then two of the others who rushed to his prize on the table. Yet one remained by the door, a sentry.

It was now or never. Swooping down he grabbed a hold of the first mind, delighted to find a formidable amount of despair before moving quickly to grab the others. The plan almost went awry when a feeling of an extra mind surprised him. He hadn't expected two entities in the usually singular species, except that it wasn't a completely separate entity, or maybe a mixture of two? Before, such thoughts would have slowed him down, but Iilk was quicker now and didn't hesitate to claim the extra load, whatever it was. He got them all in hand before the first body had hit the ground, holding the minds captive as their shells went limp. Already he felt heavy, molecules solidifying and dropping him back to the ground.

Moving as quickly as he could he approached his prize and carefully, carefully, laid the heaviness of the five minds into the first one. It was an exacting process, storing so many minds within the white space of another, but Iilk had been watching. It just required...focus.

There.

He looked around quickly at the four prone bodies to make sure no minds had slipped away; but no, the bodies were still and the minds were where he'd left them, all in one place. He nearly shimmered with glee. He wouldn't need to come out for weeks. Safe once again in the shadows of his new home, he began to eat once more.

A/N: And that's the prologue! I'd thank my beta but seeing as she's the one who begged, pleaded, prodded and generally forced- ahem, I mean coerced me to into writing this fic for her I'd say it's completion is thanks enough! Still, thank you kurarisusa for being my beta ^_^ Drop a review and let me know what you think. The story is completely written so updates to come!