The team takes on the robots as Captain America slams his shield on the robot while Godzilla chomps another meanwhile Thor hits a robot with his hammer flying towards Spider Man, who roundhouse kicks it. Cap orders the team to move. "We must get to Fury and get the full story."

"Gentlemen, this is Director Fury, I'm on the main bridge and need assistance ASAP. Move! Move!" Nick Fury can be heard on the communicator. The team moves, taking out other robots until they see someone they didn't expect.

Spider man jokes at the man in front of them. "Oh goodie. If it isn't my favorite psycho animal theme villain Scorpion."

"How fun, I get to destroy a helicarrier and kill Spiderman. Doom really gave me a prize."

"Doom? As in Dr Doom?" Thor questions which makes Scorpion smile sinisterly. "Yes Dr Doom, leader of the greatest villains on Earth! The Masters of Evil."

"Really hit the mark in that name huh Gargan?"

"I'm done with your joking Spider man! Die like the bug you are!" Scorpion shouts and swings his tail and hits Godzilla, sending him flying. He is about to fall over the helicarrier but Thor grabs him and pulls him back up. Spider man hits him with webs to blind him and Captain America hits him with his shield. Mac Gargan rips the webs out of his face and tries to stab Cap with his tail but the Web warrior grabs it and lifts him to slam him into a wall, knocking him out.

"Better luck next time, Gargan." Spider man mocks him as the team keeps moving though Captain America looks at Godzilla.

"Are you okay son?" The question makes the reptile hero guilty. "Sorry Captain Rogers."

"Do not feel guilty, Godzilla. You are new to the quest of the hero." Thor assures the newest hero. The robots charge at the heroes and they prepare.

The door opens as robots are sent flying, destroyed, as the heroes enter. Captain America blocks bullets, allowing for Thor to throw Mjolnir but the momentum stops and the hammer drops. "Nice try Thunder god."

Thor glares at the villain that is glowing green. "Radioactive Man."

"I would say it is good to see you again Cap but I be lying."

"Winter Soldier." Steve Rogers looks at his old friend. "Please Bucky, don't make me hurt you."

"Oh trust me, you will not even touch me." The former sidekick of the first Avenger shoots from his assault rifle but Steve keeps blocking them as he runs at him. Bucky throws his gun away and pulls out a knife. He stabs the shield but Steve uppercuts Bucky. He looks at the shield and finds a hole on it. Winter Soldier chuckles and admires his knife. "Vibranium knife. Wakanda makes great weapons to steal."

He takes a stab but Steve dodges and grabs Bucky by the wrist and twists it, making Winter Soldier drop the knife. He lifts his arm and judo flip Bucky to slam him on the ground and use the shield to knock him out. "Sorry Bucky, I promise to get you help."

Radioactive Man emits radiation which makes Spider man and Thor sick. They both fall while Godzilla stands. "Haha! Suffer at my hands."

His gloating stops once he sees Godzilla roar and his skin turns reptilian. Chen Lu can only scream in fear as the reptile hero grabs his hands and crushes them as he absorbs the radiation. "More! I need more! I'll gladly take your hands to do it!"

"Stop companion!" Thor shouts as he grabs Mjolnir and knocks out Radioactive Man. Erwin's eyes begin to change and his skin changes. "Thor, take me outside now! I'm transforming!"

The god of thunder hits the wall to create a hole. Godzilla runs outside and jumps. Spider man is about to go after him but Thor stops him. "Thor what are you doing?! He jumped off the helicarrier!"

"Hold yourself Spider of man, Godzilla will transform and be safe." Thor assures him while Cap picks up Bucky and they keep moving. Down below, Fin Fang Foom is flying towards the helicarrier. He is ready to destroy it until he sees something falling out of the helicarrier. "AAHH!"

Godzilla shouts as his body transforms and crashes into Fin Fang Foom. They both fall, trying to claw and bite each other.

The team enters the command center with Fury checking on a knockout agent. He notices the team and greets them. "Hello Steve. I see you have found Bucky. Don't worry, we will take out the brainwashing the Masters of Evil put on him."

"Thank you Fury." Steve said as he put his old friend down. "What is the situation Director?"

"From what we understand, Dr Doom has assembled an army of villains called the Masters of Evil. They are the ones attacking the helicarrier and their plan seems to be to steal our nuclear missiles and destroy the ship." Director Fury explains as a shockwave hits them, making them have to hold onto the rails.

"What hit us?!" The screen shows Fin Fang Foom crashing Godzilla onto the ship. The giant dragon pins the reptile.

"How pathetic little lizard. You cannot defeat my power." Fin Fang Foom growls at the transformed Serizawa, who unleashes his atomic breath and hits it's head. Foom helds its head in pain and flies away. Godzilla moves his claws and hits the camera by accident breaking it and the screen turns off. Fury receives a call and it makes him punch a broken console.

"Dammit! Not only is Fin Fang Foom fighting Godzilla, we just got word that Bullseye has taken control of the missile silo. Black Widow is dealing with him and needs assistance."

"Allow me to deal with him." A figure comes out of the shadows to reveal Elektra, a ninja that has a grudge on the assassin.

Fury nods and gives the rest of the team orders. "Spider man, Thor, you will go and assist Godzilla against Fin Fang Foom. Cap, you should stay and watch over Winter Soldier in case he wakes up."

"Oh yeah Kaiju fight!" Spider man cheers and holds his hands out, waiting for a high five with Thor but he just walks away. "Spoilsport…"

Elektra runs to go after Bullseye. On the way she comes across a damaged computer and contacts the Weasel. "Weasel, can you find out who owns the computer?"

"Yeah sure… Wait, that's odd, it is Black Widow's. It also seems to be damaged, as if someone purposely wanted to destroy it. I can recover the data if you bring it back." The hacker discovers which makes Elektra suspicious and decides to take it with her. She runs and stabs the robots with her sais and sees Black Widow knock out. Bullseye steps out of the silo to see the woman he killed. "Well well Elektra, how's it going? Haven't seen you since I killed you with your own sai."

"You can thank the Hand for that." She said, which makes Bullseye smile. "I should go thank them. I get to kill you again."

He throws knives at her but she dodges them and throws a sai which he catches. Elektra tries to hit Bullseye but he jumps back and throws a playing card which she dodges but one of them grazes her shoulder. "Tch."

"This is fun, now if only Daredevil were here, it would be a real reunion." He said and throws a baseball at her and she dodges the ball but it bounces off the wall and hits the back of her head. She becomes dazed allowing Bullseye to run at her and take out her sai. "Just like old times!"

She concentrates on the annoying assassin's voice and knowing him, his target is… "There!" She uses her other sai to block the attack on her stomach and kicks him in the face. Elektra takes back her sai and stabs him on the leg. He can't even shout before Elektra elbows him on the nose, knocking him out. She grabs the key off him and puts it on the controls to turn off the nuclear missile. Elektra checks on Natasha, who is stirring. "Are you okay Black Widow?"

"Er… Thank you Elektra. He caught me by surprise."

Spider man and Thor run outside and see Fin Fang Foom lifting Godzilla. The god of thunder throws Mjolnir and it hits the dragon, making it let go of Godzilla. He grabs Foom by the throat and slams it on the helicarrier. "Spiderman, the cannon!"

"On it!" The web crawler swings to a cannon on the side and aims at Fin Fang Foom. Godzilla lifts it in the air and Spiderman fires which hits the dragon. Fin Fang Foom falls out of the helicarrier and can be seen crashing into a mountain. Thor grabs his hammer and holds his hand up for Spiderman, which makes the web warrior cheer and highfive the god of thunder. Fury can be heard on communication. "Congratulations team, the helicarrier is safe, however the damage will need us to land. We need a base to combat the Masters of Evil."

The robots retreat but they are destroyed by what looks like a laser. A figure flies above the helicarrier and a smug voice can be heard as the heroes look down and can see Manhattan. "Don't worry Fury, I have a building I can lease you."

Heroes such as Captain America, Spiderman, Thor, Elektra and Godzilla stand or sit in the lobby of a tower while Director Fury looks at his watch annoyed. "Late as always. Damnit Stark."

"Aw come in Nicky." Iron Man lands and takes off his helmet to reveal Tony Stark smiling. "You got to have an entrance. Welcome teammates to Stark Tower, my pride and joy. Make yourself comfortable as this will be our base."

"So this will be our lair." Thor comments which makes Stark laugh. "That's right, Viking LARPer. SHIELD gave me a nice check to borrow my tower. Not only that but I brought some friends to help us."

The elevator rings which gets everyone's attention. They are shocked once they see so many Avengers, X-Men, Fantastic Four, and other heroes come out. They get up to greet everyone.

"Good to see you again Bucky." Cap pats Winter Soldier on the back and he nods. "You too Steve. I'll gladly help you to get back at the Masters of Evil."

"Dr Banner!" Dr Serizawa greets his old colleague, who nods at him. "I thought Thunderbolt Ross got you Erwin. Don't worry, me and the big green guy will help you control your bigger green guy."

"Tch, looks like those Masters made a mistake coming here." Wolverine growls as he looks at the alliance being made. Spiderman lands next to him. "You got that right, my favorite Canadian." Deadpool looks 'hurt' when he heard that.

Thor looks at the Thing, who is talking about the villains. "We beat old Doom and we can do it again."

"You are correct Thing. If my brother is involved in this then I shall make him pay."

Elektra hugs Daredevil. "I heard you beaten Bullseye, I wish I was there to help you."

"Don't worry about it, I got to make him pay for what he did."

Director Fury claps his hands which gets everyone's attention. He tells everyone the team that has now been created. "Welcome everyone to the Ultimate Alliance. Our goal is to defeat threats that we cannot defeat by ourselves. Dr Doom and his Masters of Evil are such threats. I expect you all to work together to take out the Latverian dictator. Are you ready?"

Veterans nod while the younger heroes cheer. Though one person can be heard snickering. "Heh, dictator."

"Shut it Wade!"

Next Time- Hulk trains Godzilla and MODOK attacks