Erwin sits on the lounge of Stark Tower, not knowing what to do. The team heard of a mobile base that has been attacked by the Masters and Spectrum, War Machine, Winter Soldier and Iceman were sent to reclaim the base with Dum Dum Dugan. Meanwhile the rest of the heroes are either checking on any Masters of Evil activity or lounge about.

"I see you don't have anything to do as well." Bruce Banner sits beside Serizawa. He smiles at his old colleague. "Correct Dr Banner. I don't have any plans, how about you?"

"Nothing comes to mind." Bruce answers as suddenly breaking news comes on, which gets their attention. Times Square appears to be in the middle of battle.

"This just in folks: villains such as Sabretooth and Abomination are rampaging the square! Falcon and X-23 are trying to stop them but- Duck!" The news reporter dives down to dodge a car that hits a window behind him and his crew. Sabretooth roars as X-23 tries to stab him with her claws but he grabs her by the throat and throws her through the van. Falcon flies up to get distance but Abomination jumps and grabs him by the leg to slam him down.

Bruce runs out and Erwin follows him. Bruce begins to turn as he gives his colleague advice. "Remember to control your emotions. Consider this your training."

The two villains are walking away from the unconscious bodies of the heroes but Godzilla punches Sabretooth in the face. Abomination is about to attack him but Hulk crashes into his arch-nemesis. The Gamma hero grabs Abomination and punches him which makes him crash into the ground. The Mutant villain gets up to scratch Godzilla on the side and he winces in pain. Godzilla tackles him and tries to bite Sabretooth but he blocks it with his arm so he sinks his teeth into it.

Meanwhile Abomination tackles Hulk and throws him into a bus, creating an explosion but he shrugs it off and grabs a police car next to it. He throws it and Abomination raises his hands but feels a sudden pain on his back. This distraction lets the Gamma villain get hit by the car and falls. X-23 looks at the green blood dripping from her claws and gets on top of Abomination. He raises his hands but the clone of Wolverine is quicker and stabs him on his chest. She rolls out of the way as Hulk jumps and stomps on Abomination, knocking him out.

"Get off reptile." Sabretooth growls and throws Godzilla off him. He pounces on him yet Godzilla grabs him by the arm and slams him to the ground. Godzilla grabs him by the throat and releases his Atomic Breath upon Sabretooth. The radiation burns the Mutant's hair and face off but static comes out of his forehead and stops him from continuing. Serizawa takes off Sabretooth's bandana and turns it to show a chip attached to it. Falcon walks to Godzilla and notices what he is holding.

"A control chip?"

Hulk and X-23 go to the two as the crowd cheer for the heroes. The green giant pats his student on the back. "Hulk impressed. Zilla isn't weak."

"Wow thanks Hulk…" Erwin said sarcastically as the team goes back to Stark Tower while carrying Sabretooth to investigate the chip.

Tony Stark analyzes the chip and has come to a conclusion. "We are looking at a bad case of the mind control chip. Real MK ultra stuff."

"That seems familiar." Falcon comments as he thinks of a certain hero.

Winter Soldier sneezes as he dodges laser fire from AIM soldiers. He hits a goon with his metal arm as Dum Dum Dugan shoots another soldier. He punches one of the yellow soldiers but turns to mist. Mysterio puts them in illusions and prepares to eliminate them but suddenly is encased in ice thanks to Iceman. "Ice to see you are both alright."

"Shut it kid." Bucky said as he aimed a pistol at an AIM soldier. Iceman tries to stop him but it hits them and they fall with a groan. "Relax, their non-lethal rounds. At best they'll wake up with a headache in their prison cell."

Above the base, Spectrum and War Machine are taking on MODOK. He fires missiles at them but Spectrum hits them with energy blasts and War Machine unibeam which hits the villain's big head. "Damn you heroes! You shall fall to my genius!"

"Trust me pal, Stark can create your greatest invention drunk." War Machine jokes as Spectrum flies at MODOK. He tries to fire a laser at her but she grabs his chair and absorbs the energy which stops the laser and rocket keeping him from flying. Now he hangs helplessly as Spectrum holds him up.

"I surrender! I'll tell you anything, just don't let me fall!"

"The question now is where did it come from?" Captain America wonders who mind control Sabretooth.

"Don't think this a Masters of Evil thing. Their ranks are people that join willingly so mind control doesn't make sense." Bruce Banner theorizes which makes Tony sigh. "Great, we have to deal with Dr Doom and his cheerleaders now we got another group to take on."

Destruction can be heard in the elevator which gets everyone's attention. The door opens and Wolverine is sent flying and crashes into Godzilla. Sabretooth comes out as Wolverine gets up and takes out his claws. "Your dead bub."

"Try it runt." The two Weapon X experiments are charging at eachother but Captain America gets between the two.

"That's enough! We don't have to fight. Could you tell us who controlled you Sabretooth?"

"Grr fine." Victor Stone sits down while he is surrounded by heroes. "I was kidnapped by Ross and put on a mind control bandana. I'm going to make him pay and his people for controlling me."

"Then how about you join us?" Rogers offers, which makes Logan pissed.

"No goddamn way is this freak in the Alliance!"

"Awww runt, you're breaking my heart." Victor Creed mocks him and he is about to stab him but Deadpool takes the hit instead.

"Ouchie! Come on Bub man this is awesome. Weapon X reunion! We just need Mommy long-hands. Hey X-23, come meet your uncle Deadpool and Sabretooth."

"Screw off Wilson." Laura said and she drank some water. Captain America puts his hand in front of the Mutant villain and he reluctantly accepts the offer. He wants to make those that control him suffer and he knows this team is better to use than just himself.

"Uhhh…" Erwin feels dizzy from the impact and Bruce checks on his protege. "Are you okay Serizawa?"

Serizawa looks at his friend with a dry look. "I was slammed by a human being made of Adamantium. What do you think?"

Dr Banner helps him up and smiles at a distant memory: When he meet Logan. "Trust me, I know the experience."

"Well I'm going to make something to eat." Erwin walks to Tony and asks where the kitchen is. As he walks away, he can't help but look at his skin, still reptilian with no signs of change. 'If I become a monster then I want to enjoy what time I have as human. What person wants to be like me and Banner?'

A meeting of villains is underway. Three figures talk as they look at the TV to see the battle of Time Square. "The battle was a failure, General."

"It doesn't matter, Leader. We now have data of Hulk and Godzilla and can create our own. But who should volunteer?"

"I will." A man smoking a cigar said as the others looked at him.

"Very well Thunderbolt Ross. However, you will need help. General Tojo, bring out one of your experiments." The Leader orders and The General nods changes the channel to show live feed of a giant bird that appears to be on fire shrills as it is being fed by soldiers in FR clothing. One of them gets too close to the monster and burst into flames, leaving a skeleton.

"Gentlemen, I give you Rodan: The Fire Demon."

The Leader looks at the giant Pteranodon and grins. "Welcome to Intelligencia, General Tojo. We shall create our Gamma world but first, we must destroy the Ultimate Alliance and Masters of Evil.

Next Time- Atlantis and Rodan Rampage