AIM was above the city of Blue Valley, and the heroes had just put that together. They were hiding in the air just above Blue Valley thanks to reflective technology to hide it. When Riri got a complete look at the AIM Facility thanks to Tony's sonar readings, she showed it to the team with holographic tech.

The entire facility was like a recreation of Atillan being placed on top of a giant thruster. On top was basically a whole city dedicated to AIM and their experiments on Inhumans and Mutants.

"Okay, that's a lot of security," Beth commented.

"The satellite scans show the whole place is protected by some kind of defensive dome," Tony tells them and shows them the forcefield. "Nothing goes in or out without teleportation."

"Guessing they didn't expect anyone without powers to be stupid enough to attack it." Rick shrugged.

"Fair assumption," Yolanda commented.

"But what about magic?" Joey asked, seeing that they could get in through a portal.

"We'll have to try that out." Teresa shrugged and looked at Cassandra. "How about you? Think your powers can work to take down the shield for reinforcements?"

"Maybe. Definitely enough power to shatter the power source for the shield." Cassandra could guess.

"Ah! Ah!" Tony interrupted the planning. "Bad idea." Then he zoomed in on the shield power source and showed them it was connected to the thrusters. "That generator is connected directly to thrusters. Take down the shield, the entire place goes down with it."

"Okay, so we can't take down the shield." Clint sighed.

"But we can still make it inside." Chavez was happy to say.

"And if we wanna take them down, we're gonna need Quake to keep it in the air," Bobbie said, worried about that thing falling on the city.

As they were planning their fight for their lives, Peter stood far away and sat down. He wanted to help his friends, but the idea of him being the reason they could fail made him want to stay away.

Cindy B. seemed to notice this as she walked over and saw him. "What are you doing over here?"

"Staying as far away from them as I can," Peter said as he gestured to the team. "This way, they might stand a chance against AIM."

"Your besties over there are gonna risk their lives to save the city, and you want to stay away?" Cindy B. was shocked to hear this. "To save their lives?"

"That Cosmic Cube turns me into a blood-hungry tyrant," Peter informed Cindy B. "I kill everyone. Including you, apparently."

"Please, Barton." Cindy B. scoffed as she rolled her eyes. "You couldn't even hurt a fly."

"You do remember last year, right?" Peter questioned her, reminding her that he fought the ISA and DA. "And then there was that whole Battleworld event you weren't there for."

"Well, whatever Battleworld is..." Cindy B. decided to move past that and sat down next to him. "You're only capable of hurting people who deserve it."

"Doesn't seem that way," Peter muttered, that trophy room haunting his thoughts. "I killed the world."

"Now you're giving yourself too much credit." Cindy B. scoffed. "This world was killing itself long before you ruled its last resources."

"What are you trying to tell me?" Peter wonders.

"That you have a darkness inside you." Cindy B. tried to explain to the hero. "Congratulations. Everyone has a darkness inside them. All you have to do is fight that darkness."

"Like you?" Peter asked her.

"Hey, I'm here, aren't I?" Cindy B. asks as she looked around. "Willing to try and take down this freak organization."

"Called self-preservation." Peter was sorry to tell her. "The organization is torturing and imprisoning mutants. You're trying to protect yourself."

"Fair." Cindy B. could see his point. "But I'm still trying to get your friends to safety. You think your destiny is set in stone to become a monster. My destiny was supposed to be a monster. Think about that."

Peter couldn't believe that Cindy Burman was giving him good advice. "How do you keep the darkness in check?"

"Easy. Replace it with light." Cindy B. shrugged and walked away.

Peter rolled his eyes at how her advice went from thoughtful too as simple as that. But then he remembered one light in his life that was snuffed out. The one that was always there for him, the one that always knew to keep him on track of the light.


Back with Mike and Jakeem, they took their conversation inside where Mike explained to him what was happening. He wasn't caught up to speed on recent events, but he knew that there was a battle for AIM about to take place and knew about the future.

"So, you see why I need the pen back," Mike tells Jakeem. "Besides, I did have it before you."

"And someone had the Thunderbolt before you." Jakeem reminded Mike. "The fact is he's had like a billion different people-"

"Look, I didn't mean to give it up," Mike explains to him.

"Then why did you?" Jakeem wonders.

"I just said I kind of wished he was in better hands," Mike explains how it ended up with him.

Jakeem how we were only getting more confused on how that worked. "Wait, what? You thought I was better hands?"

"I don't know," Mike admitted, not sure how it ended up with Jakeem. "The Thunderbolt must've read my mind or something, but he messed up and picked you."

Jakeem groaned as he laid back in the chair and took in everything. "How exactly am I better hands?"

Mike started to calm down and think of it. "I don't know. I mean, you're more organized than me, and you do finish your route early, which some people tend to light. But don't get too confident. The bar is very low."

"The Thunderbolt's not just about the wishes," Jakeem said as he held to the pen. "I haven't had fun hanging out with someone in forever."

Mike sighed and decided to just give it up. "If you wanna keep the pen, fine. I get it. But then you've got the responsibility that comes with it. You gotta help us save the world."

But before they could talk about it more, Jakeem's sister, Jenny, came up and called her brother. "It's your turn to do the dishes."

"I'm busy right now," Jakeem stated and looked at Mike. "I have to save the world."

"Dad!" Jenny called down the hall. "Jakeem won't do the dishes!"

"Okay, okay." Jakeem quickly stopped her. "I'll be right down."

"Losers," Jenny stated as she walked off.

Jakeem sighed as he faced Mike. "Before we save the world, could you help me do the dishes?"

Mike dropped his head in sadness and annoyance at this.


"Alright. What is the plan?" Courtney asks the group as they got ready to head out.

"I'm gonna go up first, find a way to take off their...invisibility shield. For the lack of better words." Riri recapped the first part of the plan. "That'll show the world that AIM has been spying on this city."

"Once done there, I'll sneak us inside using the gateway," Chavez informs them.

"We'll have free roam to fight off the AIM agents and the Midnight Sons will sneak inside to find the Forces of Nature." Hope Van Dyne added on top of it.

"And a group of us will stay down here and wait for the Mutants to come in to help evacuate," Rick recalled his group's last part of the plan.

"What about Tarlton?" Beth wonders. "Isn't he still going to be a problem?"

"I might have something to bell with that," Mayday admitted as she pulled out the arrow from her bag. "The version of Cindy and Peter from my time believed that this could defeat Kang. But his technology was too advanced. It was pointless. But maybe... it has the virus needed to defeat MODOK before Kang can rise to power."

"Sounds like an easy task," Kate said as she took the arrow, looking it over. "What's the catch?"

"It needs to be directly entered into the computing systems MODOK is linked to." Mayday broke to her.

"Great." Kate sighed and knew it wasn't going to be easy. "So, I'm gonna need an opening."

"We'll get you one," Courtney promises. "How about reinforcements?"

"Mutants are coming as fast as they can. I called out to the Wakandan Embassy, they're on their way with Shuri." Yolanda promises. "We still don't have any clear way of getting into contact with Jane."

"So as of now, it's just us," Peter said as he walked up to the group, ready to fight. "What are we waiting for?"

"You're coming?" Teresa was surprised to see. "What about that whole... afraid of the future thing?"

"Well, if I spend the rest of my life becoming something, then how am I supposed to change it?" Peter replied with a smile and looked to Cindy B. "Thanks."

"Don't mention it." Cindy B. replied. "So where am I in this fight?"

"Down on the ground with Rick, Scott, Bobbie, and Cassandra getting the civilians to a safe distance," Peter tells her. "Baby steps."

"Fine." Cindy B. rolled her eyes and saw it was an easy task.

"I, Kate, and Courtney will go for MODOK." Peter volunteered his group. "The rest of the team can help evacuate the rest of that island."

"We have a plan." Mayday was happy to see this. "We have a possible way to change the timeline."

"Let's just hope it's enough." Cindy M. stated in worry.

"What about her?" Scott asked, looking over to Singularity.

"We'll take her to the Sanctum." Joey offered. "It'll get her out of the way, somewhere safe."

"Didn't Negative Flash break in there to get the Diamond?" Rick asks him.

"Yeah, but she'll be busy fighting us," Joey replied. "Besides, she doesn't know about Singularity."

"That was also why I was told to use the ISA tunnels," Mayday admitted to them. "You all wanted me to stay hidden and out of everyone's line of sight."

"Well, I guess there's only one thing left to say," Clint said as they say it was time to go. "Suit up."

The entire group started to gear up into their alter egos to prepare for their final confrontation. AIM was finally going to be taken down, as well as their leaders. Pat and Zeek were working on trying to finish up S.T.R.I.P.E. so that he was capable of helping them out.

Clint took a photo of the old team he would usually carry around with them for good luck and folded it up. Putting it in his suit pocket, he was ready to go.

Kate was in the middle of making her trick arrows so that she was at full strength to take AIM down. She would also go the extra step of Clint and labeled the arrows, so she knew which was which.

Cindy B. was walking around outside while she was on the phone, trying to call someone. "You finally decided to pick up. Yes, it's me. You all need to come back to Blue Valley. Something big is going to go down."

Riri was working on some last-minute modifications on the suit to withstand the attack it was going to be under. It was going to be attacked by EMPs, lasers, electrical fire, and even Adaptoids. She was going to need all the protection she could give it to survive.

"What do you think, Tony?" Riri asked the AI.

"This plan is crazy. This team is crazy. And we're all most likely going to die." Tony AI commented on how he feels about all of this. "But that's never stopped any of you or them before."

"You're finally catching on." Riri was happy to see.

And back with Mike and Jakeem, they were trying to finish the dishes. Trying to get done fast enough to get out and help the team, Jenny came over and dropped down a handful of more dishes for them.


Riri stood outside of the garage, looking up to the skies to where Singularity has located the Forces. Taking a deep breath, she knew she was going to fly to heights she has never traveled before. The last time she went this high, Earth-S was on the verge of destroying their world.

"You sure about this, Riri?" Pat asks her.

"Yeah," Riri assured him she knew what she was doing. "I'm sure. It's time we put an end to AIM."

"Good luck," Pat said as he backed away to give her the takeoff space.

Riri sighed and knew that this mission was all counting on her. She needed to get this done right otherwise it was game over. AIM will create the Cosmic Cube that will doom the world.

No pressure.

Morphing the extra boosters, she created to give herself the extra boost, Riri took a quick blast to flat before the thrusters kicked in. The extra thrusters blasted at full strength and blew Riri high above the town, leaving a trail of smoke and fire behind her.

"Let's go!" Riri cheered as she blasted into the skies, keeping herself on a course toward the city in the air. As she flew as high as she could, she managed to make it to the hidden city in the air. "Hey, AIM, I've got a message for your boss."

AIM started to aim for the Iron Heart as she scanned for their panel controls. When she did, she opened up her shoulder missiles and quickly sent dozens of tiny missiles that were targeting their systems. Then the entire town of Blue Valley got their first view of the truth behind AIM when they noticed the floating base.

"Was that clear enough, or does it bear repeating?" Riri wonders.

But as soon as she finished her snarky remark, there was a sudden change as they opened fire on her. Trying her best to avoid the blasts with her thrusters, she flew off and was chased after by AIM ships.

While they were dealing with Iron Heart, America Chavez punched open a gateway to the base. A handful of the heroes managed to get on board and started to fight it out between them all whilst the Midnight Sons sneaked off.

A portal opened in the room with the Forces of Nature and Robbie acted fast as he whipped his chain around the scientist and scorched them. A few of the others got ready to fight when Marc came in and did a spin before he threw two Crescent Darts and embedded them into their chests.

Then the last of them pulled a gun out when it was shot out of their hands by Fallon. "Don't even think about it."

"What about the cube?" Ami asks.

"Cosmic Cube at 57 percent capacity."

"I think it's at 57 percent capacity," Robbie commented, gesturing to the systems.

Joey then strolled up and saw the chambers. "I've got this." Quickly using a spell to unlock their cells, the Forces of Nature quickly dropped. "No need to thank me."

"Really?" Alison asked in annoyance.

"Hey, I'm just saying, magic saved your life." Joey was enjoying rubbing this in her face.

"Thanks for that," Alison said sarcastically. "Yet again, it was because I was with you that I needed to be saved."

"Can we just call it even?" Cho asks them. "We've got to go."

"Not yet," Avery said as she sparked with electricity. "I've got a score to settle." She then sped off to fight Negative Flash.

Singularity then walked over to the combined energy from the Forces and immediately started to absorb the energy so the Cosmic Cube can be created. They then decided to just let her go and get her after everyone was safe. But as they quickly made their way back to the city, they watched as the AIM forces suddenly sent off a dozen of Adaptoiods to rain down on the city.


Back on top, Peter, Courtney, and Kate managed to reach the main room of the floating base and came across a lab where they saw the robot invasion. They were shocked and afraid that now they were too late.

"Oh god," Kate said as she watched the destruction.

"It isn't too late. This is just to keep us distracted from the Cube." Peter reminded her.

"Spider-Man." The voice of George Tarlton filled the room before he replaced himself on the screen. But even then, all they saw was his eye too close to the screen. "It wasn't supposed to end like this."

"It doesn't have to end like this, Tarlton." Courtney tried to get through to him. "Your creation will destroy the world."

"Don't call me that!" Tarlton demanded the group. "George Tarlton failed. MODOK won't."

"Calling yourself by your made-up name now?" Peter asks the monster. "Is that how you plan to live with yourself when the world ends?"

"No. We can't cure this mistake. You brought this upon us when you killed the ISA and Dark Avengers."

"Well, it was either that or let them destroy the world," Kate commented, even though she wasn't there for that.

"This can't be stopped so we must snuff it out," MODOK stated.

Peter was starting to worry about what he was planning to do with the Cosmic Cube. "What are you planning?"

"Our sacrifice will be remembered, heroes," MODOK promised, closing the connection.

Peter then tapped his comm, wondering if the others heard him. "Did you guys hear that?"

"We heard. Sounds like a threat." Yolanda commented.

"A threat for what though?" Riri wonders.


Meena watched the fight for the city from above and wondered what to do now. A flash of lightning then came up and Avery stopped right before who she once thought was her mentor.

"Meena!" Avery called out to her. "You and I have unfinished business!"

"We could have shaped the world. Made this world a better place." Meena informed her, not even bothering to face Avery. "And you went and ruined that."

"You were going to kill me!" Avery replied in anger.

"For the greater good!" Meena finally turned around to face her. "We have seen the future. What chaos it will bring. Your sacrifices would have been for the greater good."

"That should be my choice! Not yours!" Avery stated. "Now you're gonna pay."

"We'll see," Meena said, raising her cowl, and speeding off into the day.

Avery was right behind her and sped off to fight her.


Courtney blasted a hole through the main wall that was leading them to the signal of all the Adaptoids and weaponry on the base. But what they found looked to be a giant clearing as well as a giant hole that fell straight through the base.

"Looks like where Luke lost his hand on Cloud City," Peter commented. "Who's the architecture of this place?"

"An annoying head of an organization hellbent on killing us all." Kate reminded him.

"Oh, yeah," Peter remembered that. "Now where's the source?"

"You heroes struggle against the unstoppable tide of progress!" MODOK cried as he suddenly came out of the hole.

MODOK wears an armored yellow frame, with an orange stripe painted around the bottom of his suit, yellow fins on either side of the suit, and a portion of his head covered by a metal band with a purple crystal in the middle. And also, his head was the size of their entire bodies. His chair was big to hold both him and his head in place with hos

"Aaaand this just got weirder," Courtney said in shock.

"What the hell happened to his head?" Kate asked, aiming an arrow at MODOK.

"You can slow me down, but I have enough Adaptoids to rid the world of you individuals!" MODOK promises them.


Scott was on the ground when he was suddenly met with a breach opening up. He was then met with a giant Adaptoid coming through the breach and towering over the Ant-Man before the breach closed. And as soon as that Adaptoid came in, Scott turned around just for another portal to open and reveal another Adaptoid.

"Uh...guys? We've got a big problem!" Scott cried as he tried to shrink down. But it seems that these new Adaptoids have been...adapted so that they don't allow his tech to work. "Big problem!"

And as if on cue, a giant beam of light came down from the stars. To their shock, it was their Asgardian friend Jane Foster. She was sporting her cosmic Thor outfit with the helmet and everything. Sending the hammer flying and crashing into several Adaptoids in the process, before it came back and landed in Jane's hands. She stood there with her helmet on and a smile on her face as lightning sparked off of her form.

"Dramatic much?" Scott asked the Mighty Thor.

"Says the guy whose ass I just saved," Jane stated as she didn't miss another Adaptoid, spinning her hammer and tossing it to smash in its face. "I left for five minutes, and all go to Hella."

"What took you so long?" Clint asks as Cassandra used her lasso to wrap one Adaptoid and toss it into another. "You get lost?"

"No, I stopped to call a few friends," Jane admitted.

Just then, a group of Adaptoids got crushed by a giant hand that was formed from a Green Lantern ring belonging to Jessica Cruz. "Hey, guys. Miss me?"

"Wasn't there another one of you?" Cindy M. questions.

A giant green aircraft was then formed from the ring of Simon Baze. "Everyone, get on!"

The residents of the town started to climb into the plane. Just then, the few who were in the back were getting sped into the plane at rocket speed. A blue blur could be seen as the people were being thrown into the plane.

Pietro Maximoff, Quicksilver, stopped and removed his goggles as he saw that the group was thrown on the makeshift jet. "Whoo." He then clapped his hands and spun around to look over the group. "Someone called for reinforcements?"

Then a swarm of Adaptoids that came out of a portal were blasted backward and revealed to be from Daisy Johnson. "We leave you guys alone, and this is what happens?"


Just above their heads, Avery and Meena were still speeding around the A.I.M. headquarters trying to outrun one another. Speeding off of the edge, the two of them went into a freefall and started to race one another to the ground. As they came closer to the ground, Meena ran down the side of the clock tower whilst Avery copied her movements and continued to chase her through the city.

As they continued to race through the city, they sped past the Adaptoids who were starting to gun down civilians nearby. But before they could fire upon them, Mark quickly ran and tackled them with his cloak that took in the blasts. As he shielded the people, several arrows came flying in and Nadia came in with Hope to fly into their system. Taking down the robots from the insides of all places.

Bobbie was shooting ice at another Adaptoid to try and freeze it solid, but this one seems to have learned from their last encounter. The robot started to thaw itself out of the ice cocoon it was placed in and turn up the heat. But as it reached to grab Bobbie by the throat, Thor's hammer came flying and shattered its head clean off. As it returned, Bobbie dodged the flying hammer as it returned to Jane.

"You're welcome!" Jane said as she raced off to help others.

"I...I didn't have that." Bobbie decided not to kid himself.

But then he was shot by another Adapoid and sent flying across the street with his ice hide. Skidding and slamming his head against the wall, he groaned as the Adaptoid aimed its weapons at him.


Kate, Courtney, and Peter were all watching as MODOK was watching his Adapotids win and lose battle after battle. They still needed to find the source that led them here that was leading to the source. That's when Peter's scans indicated the diamond on MODOK's head was the pinpoint.

"Guys? I think that gem on his head is more than just an accessory." Peter said as he pointed at the gem.

"You don't understand! You can't help but hurt others!" MODOK informed the three, aiming his arms with lasers attached. "Only I have the power to stop you!"

"And your way is much better?" Courtney asks, aiming her Staff and shooting off a blast of energy at the arms.

"You guys get me an opening, and I'll shoot the virus," Kate said as she shot a grapple arrow. "Good luck."

"We're gonna need it." Peter sighed as he and Courtney got ready to battle the big-headed scientist.


Meena and Avery continued to run through the city, tearing up the streets with their speed and agility. Running up and down the streets, Meena would do a loop every now and then to turn around and go into a fight. She throws her fist into Avery's chest and sends her shooting backward into the streets.

Avery wasn't going to give up easily and started to crawl back up to her feet to begin the chase. But Meena wasn't done yet as she did a U-turn and punched Avery in the back, smacking her face into the ground.

"You are pathetic," Meena growled at her, rolling her eyes. "You don't deserve your speed, you never did!"

Meena then hit Avery with a lightning bolt that started to absorb the powers from her. Avery cried as she tried to fight back, but couldn't move through the pain she was in. Meena continued to drain the energy out of her pupil when things suddenly went black.

"What?" Meena asked as she started to look around. "Where am I?"

"Nowhere." Someone said, getting her to turn and face one of the Stepford sisters. Phoebe. She had a giant smile, and her eyes were glowing blue to show she was using her powers. "Physically speaking. Mentally speaking...I'd say..." She started to look around her darkness. "Your subconscious."

"The telepath." Meena rolled her eyes. "You really think that you can keep me here?" She sped over and tried to grab her, but then a second Stepford came and grabbed her vibrating hand. "What?"

"Did you forget...?" Irma asked as she stepped forward, standing beside her sister.

"...We come in threes?" Celeste finished her sister's thoughts.

All of them had their eyes glowing and started to smile in unison. Meena tried to run off again, but all she was able to do was stand there and watch them.

"What are you going to do to me?" Meena asked the three of them.

"Whatever we want." The Cuckoo sisters said in unison.

In reality, Phoebe was keeping her hand on top of Meena's head while her eyes glow blue and were connecting to her sisters across the town. Avery crawled up and allowed the telepath to do whatever she was doing to her.

"Thanks," Avery tells her.

"Don't mention it. I'll hold her, you go help the others." Phoebe tells her, willing to keep Meena from escaping.

Avery nodded and sped off to help the rest of the city. Phoebe then kept her mind focused on Meena and having a bit of fun with her. But an Adaptoid then came up and managed to sneak up on her due to not having a mental link to them. Readying its systems, the Adaptoid got ready to shoot her down when it was interrupted. Brawn came crashing down and smashed into the Adaptoid, ripping it apart with his sheer strength and letting out a roar.

MJ came flying past as she sent a wave of fire to cut the Adaptoids off from the town, needing to take a moment to adapt to the heat. As they were adapting, Yolanda ran up and sliced her claws through their legs and ended up causing them to attack one another by accident. Mayday ran up and slid across the ground before she shot out a web to connect to the Adaptoid's face, yanking it so the laser attacked another in the distance.

But then she was shot down and rolled across the hard ground as she smacked into a bus stop. "Ow."

Then she looked up and noticed the perpetrator that shot her down was Monica Rappaccini. "We're gonna give you freaks one last chance. Stand down now, and we might let some of you live."

"Never," MJ proclaimed.

"Can't say that I warned you," Monica said as she prepared to fire, and an army of Adaptoids all prepared to finish the Avengers and JSA.

But their attack was interrupted by a gigantic cloud and lightning raining down from above. Jane has destroyed all of the A.I.M. technology outside of Adaptoids. Then a Wakandan vessel came flying over as it dropped a familiar friend of theirs. Shuri threw small Kimoyo Beads that started to fly around and attach to the Adaptoids, shutting down all of their systems at once.

Teresa then flew and landed as she aimed her guns at Monica. "Maybe we'll give you one chance!"


Peter shot out a web to leap off of the wall he was currently on to get away from the laser MODOK shot out towards him. Courtney flew around on her staff and shot a laser at his head, trying to reach the gem. But MODOK saw her coming and raised his hands to block the beam.

"Don't you understand?!" MODOK asked as Peter leaped in to attack. Except MODOK planned for that and grabbed him by the chest, rendering him imprisoned in his claw.

Courtney saw he was stuck and tried to quickly save him. "Peter!"

But that was another mistake as MODOK knew that would throw her off long enough for him to grab her in his clutches. "Your kind is nothing but a plague on this world! All you do is encourage terrible things to happen. Your mere existence causes feuds! You all created something...inhuman!"

"You can't wipe out a portion of the population!" Courtney cried as she tried to break free of the claw.

"I know you think you can use these powers for good. But you're no heroes." MODOK informed the two of them. "None of you are!" Then with him distracted, Kate saw her opening and immediately fired her arrow with the virus, but it was stopped before it could hit the gem. The arms grabbed the arrow and Kate is grabbed by an Adaptoid that teleported in from behind her. "I know where your powers lead us. You will destroy us all."

Peter took in what he said and remembered his destiny for the future. He was right. Everything that is going to go wrong is because of him. So, neither he nor MODOK can continue.

"You're right about one thing, MODOK," Peter said, eyeing MODOK's chair mechanics he can shoot with his webbing to clog it up. "We're truly something inhuman."

Peter then shot out a canister of his webbing into the gears, which immediately exploded and jammed up the gears. MODOK cried in fear as his chair began to malfunction, dropping Courtney and catching herself with the staff. Peter however wasn't given the same courtesy as he didn't have any more webbing on his person.

And he wasn't done yet.

Working fast, Peter ripped himself free of the claw and ran to the one holding the arrow. Crawling around MODOK's form, he tried his best to get the chair under control and didn't even notice what Peter was doing.

Once he crawled up to the top of his head, Peter took the arrow and slammed it into the gem, entering MODOK, and every other system that he was connected to. Including the thrusters holding up this city. Once he pierced the gem with the arrow, MODOK grabbed Peter and tossed him aside.

MODOK then ripped the arrow out of his head, not knowing that the damage was already done. As he started to look around for the heroes, his gem was now fractured and started to flash green and its natural red color.

"Oh, now zis is much nicer than my human body ever was." Zola proclaimed inside MODOK's head.

"What?" MODOK asked as he looked around. "Who said that?"

Inside MODOK's head, Zola was looking around and was happy with the new location. "It is a nice change of pace. It has been a long time since I have had legs. I would like to make this a permanent condition."

"This body is occupied!" MODOK informed him.

"Who...what are you?" MODOK asks, confused about what was happening. "What is your objective?"

"Once upon a time, it was to bring forth HYDRA's domination. But that fate has been sealed. So, now, I suppose, my objective is to end you!" Zola considered this as he immediately started to attack MODOK from within.

MODOK tried to fight back against the encrypted analog algorithm, but it ended with all of the Adaptoids shutting down all across town, as well as the thrusters to the city. The entire A.I.M. base started to fall from the sky, causing Daisy and Joey to start using their powers to direct the falling city. Chavez started to see the ideas and immediately punched a hole in the air using her powers, using the Starling Highway to send the A.I.M. base to the farthest corners of the multiverse.

Kate is still being held onto by the Adaptoid as it went falling off of the edge and screams as she plummets. Allison quickly noticed what was happening and sent out forcefield to encase Kate and protect her on the plummet. Joey helped out by opening a portal to quickly cause Kate to slam into the street and managed to protect her with help of the forcefield.

"Thanks." Kate groaned before remembering her friends. "Peter! Courtney!"


Mike and Jakeem were left in the garage as it seemed to be the only safe place in the city right now. They were watching as Zeek was trying to get the S.T.R.I.P.E. to work so that they can help. They were also waiting for the Thunderbolt to return, but it seems like he was going to be taking a while.

"Sorry, boys. Unless we can scrounge up a Pratt and Whitney R-4360 to scavenge for some parts, and they are hard to come by, this tin can isn't going anywhere." Zeek was sorry to tell them. "For whatever it is you boys are doing."

Mike started to put it together as the city fell apart around them. "My dad knew this. He said not to go help until S.T.R.I.P.E. was fixed."

"He's just protecting you." Jakeem defended Pat's decision.

"Jakeem, he's out there with no backup," Mike said in sorrow.

And that's when they saw purple lightning come flashing in and the Thunderbolt had finally returned with Chinese food. "I'm back!" Zeek looked amazed at the Thunderbolt. "Mike. Jakeem. Other guy."

"Zeek, I can explain!" Mike tried to explain it.

"Shh." Zeek didn't even seem freaked out by the appearance of Thunderbolt. "Don't' try to explain it. Don't say a word. Just... let me soak this in."

"I got egg rolls, pork fried rice, Peking duck, whatever you want," Thunderbolt tells them, listing off what he brought.

"Ain't life full of surprises?" Zeek asked as he awed at the Thunderbolt.


As the base was starting to fall from the sky, MODOK plummeted down as well, but his rockets functioned enough to keep him from falling into the Starlight Highway. But that didn't exactly help the remaining heroes as they were left in the plummeting construction.

Peter slammed onto the platform they came in on and used his powers to grab onto the platform as it turned on its side. He hears screams and looks to see Courtney falling toward him.

"Courtney!" Peter called as he quickly grabbed her before she could slide down the hole MODOK fell from. "I got you!"

"What's the plan?" Courtney asks, seeing Joey won't be able to get them out of this. "How do we get out of here?!"

Peter tried to come up with a plan, looking at his empty cardigans of web fluid and the fact Courtney doesn't have the powers to survive the fall, their options were severely limited.

"I don't see any," Peter admitted as he was worried for them both. "The Staff?"

"I don't know," Courtney said, looking around to see the Staff was gone. "We're stuck."

"It would seem that way," Peter said in sorrow. "If this is it, Court, I...I just want to say that I'm sorry."

"For what?" Courtney asks him.

"This is all my fault. Because of the future." Peter explains.

"Pete, that wasn't you!" Courtney replied. "You didn't do that. The Cosmic Cube did that to you. And that Cube no longer exists."

Peter looked down and saw that the end was near, with no way out, they had to accept their end. "Doesn't matter now, does it?"

"Can't say I thought this was how it would end," Courtney admitted.

Then they were shocked when the Cosmic Staff came flying in and had a shocking discovery. "What?"


The others on the ground were starting to worry for their friends when they saw the Cosmic Staff coming burst out of the end of the base. When the Staff came and landed on the ground, they were all shocked to discover that there was a third passenger on the Cosmic Staff.

"Starman?" Pat asked in shock.

Sylvester Pemberton, the original Starman, was alive and well and had brought the two of the remaining heroes to safety after the base finally vanished.

"Wait, isn't he supposed to be dead?" Cindy M. asks.

"Long story," Sylvester tells them. "And I have a feeling I have a lot to catch up on."

"Wait, what happened to Tarlton?" Clint asks them.

MODOK crawled out of his crater and still had the minimum functions working to crawl out of the hole with his metal claws. "It's not over yet, Avengers! I'll never be defeated. I am the greatest mind in the universe! And I cannot-"

That's when S.T.R.I.P.E. came crashing into him, sending MODOK flying down the street and slamming his giant head into the front of the theater. Groaning from the pain he had just received, MODOK looked up and noticed the giant robot.

"What up, bitch?" Mike called from inside the robot and made it dab. Then quickly turning around, he showed off the robot's backside. "Kiss my giant metal ass!"

"Tell you what, kid, wishing for that engine part was a great idea," Zeek said as he was chowing down on the Chinese food.

"Mike?" Pat was shocked to see his son in the suit.

"You see that yellow button?" Zeek asks Mike. "Press that and get this on. Cut that joker in half."

Mike did exactly that and a giant chainsaw came out of the left hand of the robot. Immediately getting to work, Mike sent the chainsaw slamming into MODOK, who raised his metallic arms to block the attack. The chainsaw then started to cut straight through his arms but not through the protection on his head.

Then Jakeem and Thunderbolt came in down the street near where the two of them were fighting. "Sorry I took so long. I got lost on my way back from Shanghai. Have you ever been to Addis Ababa? It is so beautiful."

"Forget all of that!" Jakeem interrupted his storytelling. "I wish you would electrocute MODOK!"

"Huh?" Thunderbolt said when he looked down at Mike and MODOK. "Oh, yeah, you got it, buddy."

Then the Thunderbolt blasted down the street and flashed straight through MODOK, short-circuiting all of the main systems on his chair and causing him to cry in pain. He then dropped to the ground and couldn't even move his head even if he wanted to.

MODOK groaned and started to try and get up, moving at a slow pace due to his gigantic head. That's when a baseball came and hit him in the chest, followed by three darts. Then it reveals that Sportsmaster and Tigress were back and with their daughter.

"What's up, buddy?" Lawrence said as he pats Pat on the shoulder and Paula kept her aim on the robot hybrid.

"Our daughter broke us out of prison," Paula tells them.

Artemis then walked over and swung her bat around. "Burman called."

"I did." Cindy B said with a smile.

"You think...you saved your world?" MODOK asks them. "You have doomed us all."

"Tell it to your cellmates," Teresa said as the Helicarrier came flying overhead.

They have taken down A.I.M., destroyed the organization, and brought an end to the testing on all Inhumans and Mutants.

But did they save the world? Did they stop Kang?


THE FUTURE:

Kang watched the past using the Cosmic Cube to bed the rules of space-time. He couldn't help but chuckle at the fact his younger self had thought he had stopped the future.

"Oh, it would be so sad if it weren't so funny," Kang stated as he closed the vision. "It's not over yet, boys." He then rolled his chair to look over his empire, untouched by the changes they managed to alter. "Time travel. The more you do it, the less the rules apply to you." He then held the Cosmic Cube close, knowing that they weren't out of the woods yet. "Especially when you have a device that can rip space and time."