The new compound was considerably less ostentatious than the one destroyed by the arrival of Thanos and the battle that followed. There were no sprawling lawns, no massive glass sides and no glossy white air of modernity. There had been no spare funds for anything like that, not with half the world's population suddenly appearing not a day older than when they had disappeared and the slew of problems that had come along with it. Instead they had moved into a small military base that had been abandoned after the first snap and declared defunct. It was an ugly, cold place, all grey concrete and steel, but it had a large hangar and plenty of space for training in a variety of terrains, as well as storage and meeting rooms, offices and dorms and a massive dry vault with about eight layers of security and the structural integrity to survive a direct nuclear strike. A far cry from the sleek elegance of the old place it may have been, but it had everything they needed to restore the Avengers to a functioning body and so Fury had shut down any complaints and occupied his new office like a king in his castle.

There was one major divergence from the normal drab exterior as they arrived this time; a small spacecraft was parked somewhat inconsiderately in front of the entrance, so that they all had to duck under a strut on the landing gear to get in through the door.

Fury was in the boardroom when they were ushered in by a surviving shield loyalist. To his right sat Stephen Strange, resplendent as always with his blue wrappings and red cloak that billowed majestically despite the distinct lack of wind. Across from him sat T'challa, or at least his glowing blue visage. Scott was spinning a coin on the tabletop, trying to look brooding. Carol stood at Fury's shoulder, looking down at the screen in front of him. Her haircut had, if anything, grown more extreme since they'd last seen her. Arching around one side of the large circular table was strewn the motley crew, and in the middle…

"Thor!" said Sam with a grin.

The god of thunder looked good. He'd dropped most of his excess weight and his eye had lost the hollow look it had had since his brother's death and the hellish events that followed, though now they were shadowed with worry. Golden hair was restrained in a long braid that whipped around as he lurched to his feet to greet his old friends.

"Ah! My old friends, it is good to see you." Thor said as he shook their hands and embraced each in turn, even those he had not known well. Even Wanda allowed it. Peter beamed when Thor wrapped a broad hand around his own slim one and said "It gladdens me to see you have continued to grow into a worthy warrior fit for Anthony's legacy, Peter.

Then he addressed them all. "I'm sorry it couldn't be under better circumstances. I'm afraid we bring grave tidings."

"It's good to see you too Thor," Rhodes said as Thor got to him, "What's going on?"

"That's what we're here to discuss," Said Fury from his high-backed chair, "we can have a whole reunion shindig later, but right now you all need to sit down so we can start."

"One eye's right," piped Rocket from where he perched on the shoulder of the large tree-creature, (Groot?). There had definitely been a tree-person named Groot at the Battle of Earth and the aftermath, but that one had been much smaller. "Sorry boss, but you can say hi to our friends later."

"Bos-wait, what? I'm in charge!" said Quill indignantly.

"Keep telling yourself that." Nebula sniped.

Thor turned back to his traveling companions, "Would you lot cut it out? We're coming."

"Any day now" sighed Fury, massaging his temples.

They all shuffled to their seats, politely greeting the hologram of T'Challa and the group of newcomers, all of who they knew but one, a green skinned woman they had seen only briefly on the battlefield and fighting for the other side. She leaned haughtily against the wall behind Nebula, watching them with heavy-lidded dark eyes.

Once they were settled, Fury pushed his chair back and stood. "Now that we're all here, let's get to the matter at hand, because ladies and gentlemen there is a shitstorm of approaching. Thor and the team known as the Guardians of the Galaxy arrived on earth two hours ago at approximately fifteen-hundred hours. They came to warn us, a threat has appeared in the far reaches of the Milky Way galaxy, and it's headed our way."

"Yeah." sniped Rocket, "we need the eggheads among you to put your eggs together and figure something out so we don't all die horrible deaths."

"What kind of 'threat' are we talking about?" asked T'Challa, narrowing his eyes and leaning forward in his chair in Wakanda.

"We'll get to that in a second, your Highness," snapped Fury with the minimum acceptable reverence, "but first I need to make some things clear. For now, at least, what is said in this room stays in this room. What's coming is some serious doomsday shit so unless you want to cause mass panic, you speak of this to no-one and all transcripts will be kept strictly confidential. We'll try and handle this internally but if we can't find a solution, we're going to have to start asking for more brain power. When word gets out, there's going to be public hysteria and every doomsday prepper and religious fundamentalist is going to want to say "I told you so". And trust me, we don't need that on top of everything else that's gonna be happening. Personally, I'd like to get this sorted without interference, but from the sheer scale of the problem, I'm not sure that'll be possible."

They all grimaced. A public panic was the last thing anyone needed, in any situation. It helped no-one and hindered progress on nearly every front. There were reasons most organisations dealing in extraterrestrial and superhuman entities tended to shrowd themselves in secrecy, aside from the obvious desire to keep new advances and discoveries out of enemy hands.

"Guardians, I'm gonna let you explain this, since you've had more time with the data .Thor?"

Thor stood up and took Fury's place at the front where the wall was covered in a series of large screens.

"About two Earth months ago while travelling to collect a bounty in the Miranni solar system, we intercepted a transmission from the planet Alesco. It was a distress signal; one that, tragically, we only discovered after the planet was already destroyed." Thor sighed.

"Hey," cut in Quill, "you know that's not it, big man. We couldn't do anything for every planet after that and there was nothing we could have done for Alesco. It's not on us."

"I know that!" snapped Thor, "anyway. The transmission included a video message. I'll play it now, if I can…" he fiddled with the little remote for a moment before the largest screen behind him flickered into life.

The alien frozen on the screen was round-faced with three pairs of eyes; one blue, one black and one faintly glowing yellow. Darkly speckled mauve skin extended up into long bluish tendrils that took the place of hair. All six of its eyes were wide and though it was hard to tell on such an alien face, the creature looked haggard.

"Ahh, there we go. Where do I start? Okay, Alesco, yes. Alesco was highly regarded for their work in nanotechnology and were even beginning to delve into pico technology. Their work is almost unrivaled anywhere in the galaxy, though some thought they were pushing dangerous boundaries, but they had certain laws and guidelines in place to ease concerns. This is Dubrak Slent," Thor continued, gesturing to the image of the alien, "he was one of the planet's leading developers. He was the one who sent out the distress signal, we've provided a translation as best we can."

Thor pressed play and sat down. The image stuttered for a second before springing to life. The alien blinked rapidly and glanced back over his shoulder, hair tendrils writhing anxiously. Then he fixed his blue eyes on the camera and started to speak.

"This is (Professor) Dubrak Slent of planet Alesco," he rasped out, voice cracking and whistling like a broken record player. Across the bottom of the screen white text in english scrolled, providing the Guardians' translation.

"I am broadcasting this message as a request for aid, but if it is too late for us, then this is a warning. A terrible plague as taken our planet, uncontrolled self replicating nanotechnology from our own laboratories. We can find no way to stop it and we are out of time. These nanites, they devour everything they touch, converting matter into more of them and leaving any elements they do not need as a toxic sludge. We have done everything we can think of in the time we've had, and nothing has worked to do more than slow them down. Please, the eastern continent is already overrun and nothing living remains. The earth below our feet grows unstable as they consume deeper and deeper into Alesco's core. The planet...our home...is beyond saving. We have evacuated who we can, but we were not prepared and many of our ships were destroyed before they could carry their passengers to safety. And worse, we do not know how but the nanites have developed flight capacity. They're spreading faster than ever...its carnage," the alien's gravelly voice petered out for a second and reddish tears began to leak from his black eyes, "there's footage, terrible things happening. I'll attach some to the transmission so you can see what death we face. I'm sorry, I don't know how this happened. We had so many laws against this, against any form of self replication in our technology, but my once esteemed colleague Hullanna Divorta disregarded all that and created...this...anyway. I don't know why, maybe she was mad? We never got to ask her...she was the first casualty."

The alien-Dubrak paused a moment for a breath and looked shakily down, his eyes roving back and forth as if reading off something. His tendrils hugged close to his neck as though seeking comfort.

"I beg you," he carried on, "we desperately need help. I'll include our dynamic coordinates in the broadcast in case you don't know where we are. It's too dangerous to bring a ship down here but if anyone out there is within range and could somehow teleport persons away from the planet surface, please, lend your assistance. We still have millions of civilians left stranded and in danger, dying by the (minute) and its speeding up. We have (hours) left, if we are lucky. Please, send help if you can."

The footage froze, and Thor stood back up, looking around at all of their stunned faces.

"That was the first broadcast," he said slowly, clicking the remote at the screen, "we intercepted another mere minutes later."

Dubrak appeared again on the screen, looking even worse than before. His tendrils no longer waved, but hung limply against his sloping shoulders and his eyes, previously exhausted and frantic, were now weighted by defeat. Across his face were smeared several splatters of deep blue liquid.

"This is (Professor) Dubrak Slent of Alesco. If you have encountered our previous previous broadcast, then you will know what is going on. If not, I have not enough time to explain. It will all be included in the data packet attached to this broadcast. Do not approach our planet."

Dubrak's voice halted and a thin black tongue darted out of his mouth to wet his lips. He visibly steeled himself. "If you saw the last broadcast, then you know that we said we probably had (hours) left. We were mistaken," the alien said, "we gravely miscalculated the rate of replication, and its acceleration. I fear those of us who remain have (minutes) left, if that. My colleagues and I, we created a forcefield around our laboratory that may buy a few extra (minutes), but it will not last. For those I could find, I have seen to it that they do not share the fate of those outside," Dubrak said, a dark glint in his six eyes. One of his hands appeared, shaking, on the screen, short fingers wrapped tightly around the black handle of a small, neat pistol.

"I could not let that happen to them, I could not let them die like that."

He lowered the gun, cradling it like a precious thing.

"This is your warning. Do not approach Alesco, by the time you see this, there is no-one left alive. The planet has been destroyed by self-replicating nanites spread out of control. You need to warn nearby systems, they will spread if they are able, and if they are not, they will remain here, in the space that was Alesco until some asteroid scatters them or an unwitting vessel encounters them and carries them away and then they will spread. A way must be found to destroy what we have created, please. Avenge us. I have included everything we have been able to learn about these things, though our knowledge is limited by the fact that is has been impossible to get close enough to observe them and survive. I am sorry we could not give you more."

Once more the alien glanced down at the gun in his hands and clutched it close to his chest.

"I'm sorry," his crackling voice dropped to barely a whisper, "I'm so sorry. This was never meant to happen. I don't know what Hullanna...why she...I'm so, so sorry. So many are dead, so many children…and I…my colleagues...I couldn't let them..."

A shriek like metal on metal interrupted Dubrak's stammering. His eyes widened as he stared at something behind the camera.

"Time's up. Remember, stay away from Alesco, warn nearby systems and if this thing escapes the planet and starts to spread...please...forgive us."

The screen froze once more as the video ended. Dubrak's face, as close to despair as his alien features could manage, stared out at them. The pistol was clenched in his fist and the blood marked his mauve skin.

"Jesus." whispered Rhodey

"Fuck." Sam followed

The others were quiet, the horror of what they had just witnessed sinking in. Peter, in particular, looked wrecked. Strange and T'Challa were almost expressionless, though Strange steepled his hands in front of him as though deep in thought and the cloak hugged close to him much like Dubrak's tendrils had. The Guardians of the Galaxy just watched on with sad eyes, repetitive viewings of the harrowing footage having lessened the strength of their reactions, but not the emotional gut-punch.

"I am Groot" lamented the tree.

Rocket patted him gently atop his huge craggy head. "Yeah, I know buddy," he whispered, "you don't have to watch it again if you don't want to."

It was strange but hardly surprising to hear such a subdued tone from the little creature they all knew to be loudly sarcastic and aggressive. Who knew how many times he and the others had had to watch it.

When they'd all had a moment to process, Thor took his place at the front again.

"After this, we changed course. We did what he bid, alerted nearby systems of the danger though many were already aware, we were not the only ones to pick up the broadcast. Unmanned drone vessels were sent in to observe the situation on Alesco. None returned. The footage they sent back was most concerning."

He clicked the remote again and Dubrak's face flicked from the large screen to a smaller peripheral one. It was replaced by an image of a planet. The change was jarring, from Dubrak's distraught face to the almost tranquil picture, drifting planet surrounded by twinkling stars. But it only took a moment for the destruction to become obvious. The planet's soft reddish-golds were shot through with ugly gun-metal grey and the one side, what must have been the eastern continent, was crumbling in as though the surface and mantel were being eaten away. Thor zoomed the picture in and suddenly they could see now, the grey was moving, spreading. This wasn't a picture, it was a video.

"This video confirms the truth of those distress messages, Alesco is no more. But that is not the worst part."

A small dark spot appeared in the corner of the screen. At first it was barely noticeable against the dying planet that filled the background but it began to grow and darken, rapidly taking up half of the screen.

"What you can see there," Thor explained, "is not a blemish on the planet's surface, but swarm, approaching the drone."

He zoomed back out a bit and the focus of the camera shifted and now they could see it, the swarm, as it flew towards the drone with alarming speed. The nanites were far too small to be seen individually but gathered and coordinated they made up a twisting mass that writhed and flowed like living grey oil as it neared.

"At the time," he continued, "we were unsure of the nanites' abilities. We didn't know if this swarm had targeted the drone or was just a random breakaway cluster that our drone was unfortunate enough to meet. There were more though, which you can see here, here and here" he pointed at the screen and there, barely visible against the black void of space where three similar shifting masses, all headed off in different directions.

"Regardless of the swarm's intent, though, the drone did not survive the encounter."

After a moment of fiddling, Thor found the correct button on the remote and fast forwarded the footage. At ten times the speed, the smoothly gliding mass of nanites jerked and shifted erratically. Within seconds, the swarm was upon the drone. The footage froze for an instant, warped and then cut out.

"Two other drones from the same planet met a similar fate, but further out. The nanites are spreading. They had somehow gained the ability to propel through space."

Thor played them two more clips, each seeing the planet from a different angle and far further away. The swirling mass of nanites that moved out was the same each time.

"That was not the end to the destruction. One planet, also located fairly close to Alesco, sent out a manned vessel. The pilot tried to be careful, she didn't approach more than eight hundred thousand miles to the planet, but it wasn't enough. She encountered a swarm even out there. Only this time, the outer shell of her vessel was formed from a titanium-tungsten alloy, and they couldn't couldn't get through easily."

"It would have been better if they had." said Quill quietly.

"Indeed. She believed she had escaped the swarm and returned to her planet, Pritos. Her hull was too damaged to risk re-entry, so she docked at the world's major space port. They hit her whole ship with an emp to make sure that any remaining nanites were deactivated, but it was too late. From what little information we have, it appears that some nanites remained in her hull and before they were fried, transmitted the location of Pritos back to the Alesco swarm. It didn't take them long to arrive. The planet lasted three days, directing all available power to a planet wide forcefield, then continent-wide, then city-wide, till the nanites ate the ground from under their foundations.

"From there they spread in all directions, sending out nanites and assimilating anything they came across into the swarm. Several technologically advanced planets were able to evacuate their citizens, but many more perished. The swarm grew, and continues to grow, all but unchecked. It's moving fast, faster than light. By now-"

"W-wait, excuse me," Peter interrupted, "faster than light? It's been jumping planets in weeks? How could something as small as a nanite possibly contain enough energy and provide enough thrust to achieve that sort of speed, let alone sustain it? And the sort of forces they would be subjected to? They should be torn apart. And forget about the stress of entering an atmosphere-"

"We'll get to that, Parker," interjected Fury, "though those are all valid questions."

"For which we have answers" Thor carried on as Fury suddenly put his hand up to his ear where a small receiver sat, "It seems that the nanites are able to assess the usefulness of any data that they encounter, which includes schematics, and arrange themselves to form just about any piece of technology, using themselves as a power source. If a few get fried in the process, what of it?"

"With this the swarm has been able to form protective shells and thrustors, that we know of, but it has the capability to form anything it has schematics or examples of. So far...so far teleportation and wormhole technology has been protected from it. If it were to assimilate such things, there would be no stopping it. We may as well hand over the universe."

"How long before this thing gets to us?" Rhodes enquired, his forehead pinched.

"At the rate it's going? What was it?" said Thor, glancing out of the corner of his eye at the Guardians.

Nebula spoke up, voice as husky as ever, "Ship's computers put the interception of the swarm and Earth in approximately one earth-year, factoring in acceleration and the rate of mass increase."

She blinked twice. "Verified, the ship is correct."

"'Fraid your fancy ship's computer may need to find a new job," Fury said, hand still on his ear, "Professor Foster, I'm putting you up on screen. Did you get all that?"

The picture changed to the stern face of a beautiful woman. She was mid-sentence when she appeared, "-heard enough Sir…" she trailed off.

Thor froze.

"Jane?"

"Hello Thor. It's good to see you." Jane said brusquely, "Director Fury, my computers are putting the swarm's ETA in six months, seven at best. According to my calculations, the most likely date of contact is the seventeenth of October this year."

Nebula visibly bristled. "Are you suggesting that both the ship's computer and I are wrong?" she hissed.

"Not necessarily," Jane looked taken aback, "if you treat the swarm's spread as a sphere, which is the most intuitive way to think about it, and the increase in its mass and dimensions as being a uniform increase across the whole thing, then you and your computer are absolutely right. But when you treat each intersection between the sphere and any body within space as the starting point for a new sphere, with any inward spread redirected outward, the swarm becomes a whole lot less uniform and a whole lot more deadly to us. Unfortunately, the arrangements of the planets between us and it at the times of interception will create a veritable bridge in our direction, drastically increasing the speed of the invasion." Here Jane paused, her professionally stoic mask slipping for a moment to reveal the fear in her eyes. "Director Fury, I don't know how you're going to fight this. By the time it gets here it's going to be so big. At least two-hundred starsystems will have been devoured, possibly-no-probably hundreds more. And that's only counting star systems. Even the tiny proportion of them that we'll see in the initial encounter will likely exceed the mass of the moon. And if we somehow survive that...and that's a big if...we'll never be able to hold it all back."

"Not to mention," adden Thor, "the countless other inhabited planets that have already and will soon fall to this scourge."

"I hadn't even thought of that." whispered Jane.

"Look," said Fury, "we can all wrap ourselves up in blankets and hold hands and talk about how horrible and sad this all is until our planet dies a horrible death, or we can actually get off our asses and do something about it instead of sitting here like fat cows at an abattoir. Now does anyone have any good ideas."

"Director," T'Challa said, "if you will allow me, I wish to bring my sister to this meeting. On matters of technology, she is one of Wakanda's leading visionaries and who I consult for all technological threats."

Fury shot him a look. "You want to bring your sister in here? How old is she, sixteen?"

"Twenty-three years old, Director."

"Sure, whatever," Fury waved his hand dismissively, "Just make sure she's tight lipped, this is a highly confidential matter."

T'Challa narrowed his dark eyes. "My sister is responsible for many state secrets, he said icily, "she is a vital part of our country's economy and can be relied upon for discretion."

With that, his image fizzled out.

Jane quietly excused herself for a meeting. Fury promised to keep her up to date and swore her to secrecy before she disappeared. She promised to let them know if she had any suggestions.

It took T'Challa about another thirty seconds to return, during which time they all sat quietly, processing what they had seen and heard. When the king reappeared, it was to stony faces and brows pinched in thought.

To his right was Okoye, his general resplendent in her red and gold armour. To his left was a young woman. Like Peter, she had grown up. Though she still carried the brightness of youth, she could not be called a girl anymore. Shuri had taken to adulthood with a grace that surprised all around her, blossoming into responsibility and maturity. Now her face was stern.

"Brother tells me that the universe is at stake and you need my help. What's happening?" she asked hurriedly.

"Your brother asked to be allowed to fill you in." Fury corrected, glancing over her and then glaring at Okoye, who met his stare evenly. "You didn't say anything about telling her."

"Okoye is my closest friend and most trusted advisor." said T'Challa. "She has offered me valuable insight on countless seemingly hopeless matters and I am sure this situation will be no different. You will allow her to listen, Director."

What could Fury say to that? With a grimace, he nodded and returned his attention to Shuri. Thor filled her in, giving the quickest summary he possibly could without skipping anything important out. Her expression darkened and she leaned forward as she listened, nodding and occasionally asking him to repeat or elaborate on something. New facts emerged at her probing. The nanites were a strange frankenstein of digital and analogue. The language of their programming was unknown. A nanite could reproduce itself in three point four-five seconds, given the resources. Increasing the number of nanites increased the efficiency, possibly because they worked collaboratively. Though humans had not been exposed to the swarm yet, it was almost guaranteed that they could reproduce themselves successfully off the molecules found in the human body. If the nanites were to find root on earth, very little would slow them down.

"And a power source?" she queried, "how does something so small hold enough power to run for so long?"

"They take energy from the things they consume," Nebula said, "and seem to run in some sort of low power mode when travelling, with the exception of those that are incorporated into the propulsion and shielding systems."

"Beyond that no-one has been able to tell. There's no way to get close enough to get a proper idea without losing all equipment and the success of unmanned craft has been...limited at best." added Thor. "But the information that Dubrak sent shows that the swarm's power supply is a hyper-efficient and minute power and cell within each nanite. The power cell is assisted by some sort of tiny reactor, similar to the Arc."

Peter looked thoughtfully down at his hands. "So if we were to somehow shut down the reactor and deprive them of new materials to assimilate, the swarm would die out in a few hours?" he enquired cautiously.

"Try one or two weeks but sure," replied Rocket, "in theory. But we still know fuck all about these things so who knows what will actually happen."

"I am Groot."

"Oh yeah, there's a strong likelihood that dead nanites will be cannibalized to boost the rest of the swarm so you're probably looking at a longer time, depending on the size of the swarm you're facing. If it's a big one, could be generations before it dies out completely." he corrected, patting Groot's head again.

"Raccoon generations or human generations?" Shuri asked.

Rocket glared.

"I've sent all of you Dubrak Slent's data packet, fully translated thanks to the Guardians, and a summary of all data collected since" Fury announced, interrupting the rapidly developing stare-down between the princess and the raccoon, "Read it, understand it and ask about anything you don't understand."

Rhodey already had his phone out. For a few moments he tapped quickly at the glowing screen, then his eyes went wide. "You want me to understand...this?" he stammered, resting his forehead hopelessly on two fingers. "This would have given Tony a headache."

"Just do your best War Machine."

"I'll go over it with you." Peter offered

"Thanks Kid."

"In the meantime," Fury went on, "Earth is going to reach out to other planets threatened by the swarm, both to warn them of the danger and to get some other brains involved."

"Wouldn't that make it much easier for some civilian to pick up on this and spread it around?" Sam said.

"The messages will, of course, be encrypted with the strongest encryption software found anywhere on Earth."

"Stil-"

"Anywhere on Earth, Wilson."

"Yes sir."

"As well as that, we are sending out top secret invitations to some of the best minds in the world, asking for their input. Coulson has already been dispatched to search for Doctor Banner."

"Agent Coulson?" Thor asked, shocked, "The man my brother slew?"

That Coulson had survived his fatal stabbing was old news to the rest of them, but Thor had been cut off from Earth for the last four years.

"The very same. You've got a lot to catch up on."

"How?"

"It's a very long story. And right now not important. Just know that he's alive and in one piece and we managed to save almost all of his original organs."

"Almost-?"

"Moving on. Coulson will retrieve Banner if he can locate him. In the meantime, I want everyone working towards a solution. We have six months, people, to find a solution or die trying. Now," Fury swept his gaze across the collection of aliens and heroes, meeting the eyes of each one, "Let's get started."