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Chapter 43

The Breaking of Dawn

Hydra Base

Cap heaved his shield up, blocking the killing power of the Skull's hammering blow. He fired an uppercut, wincing at the hard edge of bone cutting into his knuckles, even through his gauntlets. Ramming his shoulder into Schmidt, he spun and hurled the shield, smashing him back. Cap caught the shield on the rebound and fastened it to his arm as Schmidt shook off the blow and surged forward. Whipping a punch around the shield, Schmidt's skeletal fist pounded into Cap's shoulder, driving him to his knees and nearly dislocating his arm in a blinding flash of pain.

There was no time for pain—Cap swung his shield at Schmidt's face, forcing him back. He leapt up as Schmidt charged yet again, and they locked arms, pitting strength against strength. The standoff held for only a moment as Schmidt tossed him back, slamming him against the wall with numbing force, eclipsing the pain of his broken ribs. Schmidt's strength was growing as the fight wore on; the deepening hue of his bones reflected this, as did the raging storm outside. Still, there was hope. Schmidt was wounded; the glow leaking from his injury was increasing by the second, a crimson haze that lit up his features. His eyes, however, remained black, and full of depthless rage.

Schmidt threw a punch of tremendous speed, but Cap dodged; despite Schmidt's advantage in raw strength, Cap had the edge with speed and reflexes, and his nearly matchless fighting skills. He grasped Schmidt's wrist as it flew past, and flipped him over his shoulder, crashing him to the floor with enough force to snap a steel beam. Schmidt screamed with a mix of pain and rage, and scrambled to his feet. Cap delivered a spinning kick, knocking him back. The red haze pouring from Schmidt's face had grown.

As Cap raced forward, he saw a vision from the past; Jackie, coming in from the far end of the massive room…then he realized it was Emily, clothed in the power of Spitfire. Crossbones, conscious again, raised his rifle at Emily, who hadn't spotted him. Holding his shield like a battering ram, Cap raced forward, knocking Schmidt aside.

"Emily, get down!"

Startled, Emily spun around, a blaze of flame surrounding her as a crack of gunfire cut the air. Emily seemed to disappear, only to reaper several feet away. The bullet meant for her struck Cap's shoulder, deflecting off his chain mail. He fell to one knee, his eyes squeezing shut in pain. The Skull wheeled on Crossbones.

"Do not fire! He's mine!" He turned his gaze to Cap. "I will not be cheated of my victory! Stand, or must I drag your bleeding carcass upright?"

Cap stood, squaring his shoulders. "You're not looking well, Johann—in fact, I'd say your leaking as much red as I am."

The Skull reached up, touching the crevice splitting his face, his hands telling him how great the damage was. Then he laughed, derisively.

"We have both drawn blood—I have it to spare, do you? What chance has flesh and blood against the power infusing my bones? An ocean of red wells behind me, sweeping me to heights unknown. When I wrested my power from Viper, I saw doors within me I didn't know existed. They are open wide now, brother, feeding me as never before. This pitiful wound you inflicted has given you fleeting hope. Now I crush it."

As the Skull advanced, Cap saw Emily using her speed to attack Crossbones and then move out of reach. He desperately wanted to aid her, but the greater threat was the Skull. He prayed her newfound power would protect her. The Skull again caught him distracted, landing a backhanded blow that sent him flying. Cap picked himself up from the floor, moving slower than before; the broken ribs and bleeding wounds taking their toll. He saw Schmidt's ring emitting a ragged crimson haze, and something deeper than instinct whispered that the ring was the key. Wiping blood from his face, Cap headed to meet the Skull.

. . .

Crossbones slung his rifle aside. "Miss Falsworth. You're full of surprises. If I'd known it was you, I wouldn't have fired."

"Yes, you're so concerned with my welfare."

"Believe it or not, I am," he said, walking forward. "Still, business is business….and you're sitting this one out."

Spitfire flashed a withering smile. "Your time for giving orders is over."

With a flicker of light, she was on him, her fists trailing streaks of flame as she pummeled him, landing fifty blows before he could react. He reached to grab her, but she was gone. Spinning around, he saw her standing behind him.

"This is for my Gran."

She blazed forward, faster than a humming bird's wing, slamming punches to his face. Rumlow reached out, but again, she was gone. He spun, seeing her standing a dozen feet away, her smile taunting.

"This is for the Captain."

The air burned in her wake as she hammered punches, rocking his head back. He lunged, clutching only empty air. He turned, seeing her behind him yet again. Pulling his mask off, he wiped his bleeding mouth as she walked towards him.

"And this is for me."

Her attack was as fast as before, but this time, Crossbones was prepared. He took her punch, flinging his arms out with all the speed he could muster.

"Ha! Got you," he growled, pulling her in, crushing her slender form against his massively muscled frame. As she struggled against him, he laughed.

"So, did you always have this power, or did your granny give you some pixie dust? Whichever, it made you strong," he said, grinning at her. "I like it, gets me hot."

He pulled her tighter, grinding against her. She shuddered, feeling his excitement at the assault. It made him laugh harder. He reached up, grabbing her hair, yanking her head back until she was staring in his eyes.

"Oooh, that's a wicked look, Miss Falsworth. I knew you were a spitfire…and now I'm going to get a taste of that fire."

Crossbones drew her face to his. She pulled her arm free and wedged it against his chest, struggling to ward off his burnt, bloody lips, twisted in a smile of violence and lust. Light sparkled around her, engulfing them both, and Crossbones' arrogance faltered. Pain flared in his fingers as her hair seemed to catch fire. He pulled his hand away, crying out as the light grew ever brighter. He fell to his knees, looking into eyes of silver.

"You wish to taste this fire? I'll give it to you…"

Grabbing him around the shoulders, she flew eighty feet up to the ceiling, covering the distance in a fraction of a second. She stopped instantly, and Crossbones flew free, screaming as he collided with the ceiling. As he fell, she grabbed him again, blazing towards the windows. She stopped, slamming Crossbones against the high-impact glass with a loud bang, the glass crazing with cracks as he fell. Grabbing his ankle, she hovered above the floor and began to spin, whirling ever faster, flame trailing her like a cyclone of starlight. She released him, and Crossbones flew across the room, crashing through the double doors that led from the dining hall to the corridor outside. Spitfire hesitated. Cap was locked in combat with the Red Skull. The urge to aid him nearly overcame her…but she knew she must deal with Crossbones first. Flying out to the hallway, she landed in front of Crossbones, who looked up dazedly from the floor, blood pouring down his face.

"You p…pack a…punch. Gotta say, d…didn't see it coming."

"I serve the Queen of Justice," Spitfire said. "Surrender and I'll show you mercy. I won't offer it again."

"Can't do it, bad for the image," he said, rising shakily. "Besides, you're not the killing kind. But I am."

She tensed as he pulled something from his belt; not a weapon, but a communicator.

"Been listening to my men while you and I tussled," he said, cocking his head at her, showing a small communicator in his right ear. "You might want to see what they've been up to."

Crossbones held up the communicator, showing the image of the small room where she'd left Jackie and the musicians. Two Hydra troopers stood over Jackie, guns pointed at her. "One word from me, they'll shoot. You're fast, sweetheart, maybe fast as a speeding bullet…but are you willing to bet her life on it?"

Spitfire dropped her eyes to the floor. Crossbones laughed.

"That's smart. We're going back to watch the Skull crush the life from Cappy. After that, everything's up for grabs…including you." He pulled the Luger pistol from his holster, and motioned to the door. "Get moving."

Spitfire stood her ground. Slowly, she looked up. "I offered you mercy. I said I would do so only once."

A blaze of fire filled the hallway, and she was gone. Crossbones shouted into the communicator.

"Kill the old woman!"

A burst of light filled his com-screen, and then the light was before him. Through squinted eyes, he saw Spitfire flash to a stop, two Hydra troopers flying from either hand, the momentum sending their unconscious bodies skidding past. She smiled.

"I don't have to be faster than a bullet, only faster than the finger on the trigger."

Crossbones fired at Spitfire, as she blinked from one spot to another. Eight rounds fired in less than two seconds. She stood before him, unharmed.

"Your time of violence is through."

Grabbing Crossbones, Spitfire flew into the dining hall, racing towards the window again, this time smashing him through the glass, out into the raging winds. As he fell to the water, she blazed after him, catching him by the ankle. He struggled to reach up and grab her, but couldn't overcome the enormous centrifugal force pushing against him. They came to a sudden stop, and Spitfire released him, letting him plunge to the storm tossed ocean. As he rose above the waves, sputtering, she flew down.

"It's a hundred miles to shore," she shouted over the storm. "More of a chance than you deserve! I'd start swimming if I were you."

Spitfire turned in the dark sky and blazed back to the Hydra base, leaving Rumlow bobbing in the water, his screams lost in the tempest.

As she flew, she saw the aerial battle between SHIELD and Hydra. A SHIELD jet taking heavy fire spiraled to the ocean, hitting the water before pilot could eject. The jet immediately began to sink. Thinking of Steve and Jackie, and the deadly peril they faced, Spitfire continued to the base, but only for a moment. Cursing, she wheeled around and went to aid the SHIELD pilot.

. . .

Hydra Laboratory

Lerner climbed the stairs, removing his helmet as he approached the platform. He looked down on the multitudes of himself standing below, and cleared his throat, an affectation meant to get their attention. It was unnecessary; they all looked up in perfect unison. There were a few other scientists present, scattered in the rear of the lab, a look of fear in their eyes. If Dr. Lerner—any of them—noticed their disquiet, it was not apparent. He spoke, his reedy voice straining to fill the enormous room.

"After years of painstaking work, we stand on the verge of success. This is a milestone not only for Hydra, but for the world. Multiplicity will lead humanity to a new golden age, and we, the members of A.I.M., can take pride in this grand achievement."

A brief round of applause rang out, beginning and ending in perfect synchronicity. From outside, the muffled sound of explosions came through the walls. Lerner looked in the direction of the blasts, and then turned back to his audience.

"There are always impediments to scientific advancement, and we face opposition even now. Misguided agents from SHIELD are assaulting the island, seeking to penetrate this facility and stop our work."

A murmur of concern rippled across the floor. Lerner lifted his hand, quieting the others.

"While I am confident Hydra will repel this attack, it's only prudent we take steps to avoid calamity. I have increased vita-ray bombardment of the special troopers, and they have now reached physical maturity. We will implement the condensed mental conditioning program, limiting it strictly to combat protocols. It will take fifteen minutes for Modok to activate the troopers. With a thousand fighters, all possessing the physical attributes of Captain America, I am certain Mr. Schmidt's forces will prevail against SHIELD."

Lerner fastened his helmet on, the scientists on the floor doing likewise. He held out a controller, and pressed a button. An enormous set of doors on the far wall opened, and a grotesque figure emerged, a massive head sitting atop a small, withered body, riding in on a jet-powered chair. The people parted as the chair glided across the room, stopping in front of Lerner.

"Hello, Modok. Please connect your internal processors to the central computer system, and activate 'Mental Conditioning Protocols 1-B'."

Modok hovered in place. With a look of pained confusion on his twisted features, he spoke haltingly, his voice a mix of tortured vocal cords, and computer-generated sounds.

"Who is…Isaac Lerner?"

"Isaac was…was very ill. He passed away some time ago." Lerner quietly began manipulating the controller, his demeanor calm, though beads of sweat trickled down his forehead beneath his helmet. "We have an important mission to complete, Modok. Please connect—"

"Isaac Lerner…was not ill. He was a mutant."

"Yes. He had a powerful mind, but it was destroying him. I did my best to save him. Please connect to—"

"Who am I, father?"

Lerner raised the controller and pressed a button. A hum of voltage sounded from the steel band encircling Modok's head, igniting a deep glow in the red gem-like apparatus fitted on the center of the band. Modok's enormous eyes rolled up inside his head, and his face went slack.

Lerner turned to the others. "A simple anomaly. It will take two minutes for Modok to reboot. Mental conditioning will commence in—"

"This is the third such anomaly this month," one of the Lerner's interrupted. "With each incident he accesses more of his previous memory. Perhaps Modok should be deactivated, until we ascertain—"

"That is both unnecessary, and unwise," Lerner said, his cool manner faltering. He and his adjuncts had always been in perfect accord. This break in hegemony alarmed him. "Modok is experiencing a minor glitch, nothing more."

Another Lerner spoke up. "I believe we should discuss this matter further. Perhaps it should be put to a vote."

Lerner glared at himself. "There is no need for discussion. As the Prime, I am first among equals, and I have determined—"

"Prime? We are all perfect duplicates, making our opinions as valid as yours. That is the rule of Multiplicity, after all."

There was murmuring among the Lerner's. The first among equals raised his hand. "We must not lose focus. We need Modok in order to activate the special troopers, and we need the troopers in order to survive this conflict. Time is of the essence."

As if to underscore this, explosions rattled the laboratory walls. Modok's eyes opened, animation returning to his features. Lerner smiled, but his relief was short lived; the iron door securing the laboratory shook, as if a battering ram were smashing against it. As the door crumpled, Dr. Lerner, who, to his surprise, now believed he was the only Dr. Lerner, lifted the controller to his mouth.

"Modok, enemy forces are attempting to penetrate this facility. Destroy them."

The door crashed open and sailed across the room, crushing three Lerner's and two other technicians. Panic filled the room as Namor flew in, landing on the platform next to Lerner Prime. He looked at the incubation pods, his eyes filling with revulsion. Then, he glared at Lerner.

"First, I will destroy these atrocities…then I will destroy you."

Before Namor could act, Modok rose up on his jet chair, and blasted him with a beam of pure mental energy. Namor fell screaming to the floor, as the power radiating from Modok's control gem increased by the second.

. . .

Hydra Dining Hall

The Skull lunged at Cap, fending off a shattering blow from his shield as he clutched his throat, lifting him off the floor and squeezing with terrible strength.

"You are defeated," the Skull said. "Accept your fate, and I will end it quickly…resist, and I will rend the flesh from your bones."

The Skull's fingers sliced the armor padding of Cap's uniform, digging into his flesh. Cap wedged his feet against the Skull's chest and pushed off, wrenching free of the killing grip. Slowly, he lifted himself from the floor, cradling his raw, bleeding throat.

"As…long as there's breath in my body…I'll fight," Cap said, lifting his shield.

The Skull shook his head. "Gallantry, the last refuge of the fool. The world falls to my forces…your lifeblood pours in torrents…yet still you cling to hope?"

An alarm sounded, rising above the steady boom of explosions and gunfire racking the island base.

'Red Alert – SHIELD forces have penetrated the compound…'

Cap smiled. "Hope's a funny thing—the harder you cling to it, the stronger it grows. The cut's deep, but you missed the artery…and I heal quickly."

Cap leapt forward, swinging his shield in a blinding arc past the Skull's head, whistling down until it struck the ring, causing an explosion of energy. Cap flew back amid a shower of sparks. As the smoke cleared, he saw the Skull still standing, chuckling deep, and low.

"You seek to destroy the source of my power? The ring is indestructible—no physical force can shatter it, not even your 'so-called' invincible shield. For years I've clouded it from view, so that no mind could perceive its power. You, Strange, Magneto, Doom, none understood it for what it is—a gateway to gods unknown, to power untapped."

The ring seemed to scorch the air, sending jagged bolts of energy burning into the floor. The Skull walked forward.

"Power flows to me now. With it, I will build an empire to rival the Kree, and the Shi'ar. My dominion will spread across the stars until all is red. It begins now, sanctified by your blood. Our foot soldiers fight a battle for inches, we fight a battle for the ages! You, the pinnacle of flesh…and I, the god-becoming! What hope have you against such power?"

"I guess I'm just too stupid to know when I'm beat," Cap said, lifting himself from the floor, his uniform blood-stained, scorched and tattered. Gritting his teeth against the pain of his injuries, he tightened the shield to his arm and waved the Skull forward. "Tell me again."

The Skull charged, his ring burning red as he smashed his fist down. Cap blocked with his shield, crimson power shooting through him like high voltage. Cap screamed in pain and fought on, smashing the Skull backwards.

. . .

Sharon pressed against the wall and inched forward, coming to where the hallway turned left. As she went to look, Jack tapped her shoulder, making the 'eyes on target' sign, and pointing to his armored suit. Sharon nodded, and let him take the point.

So far, they had only run into sporadic groups of Hydra resistance. Melvin was playing havoc with Hydra's security system, shutting down surveillance cameras and sensors, and sending pursuit in the wrong direction. The SHIELD assault added to Hydra's confusion, but as they neared the place where Schmidt and Cap were fighting, the resistance had grown ferocious, Hydra's legendary fanaticism on full display.

Jack peered around the corner, and all hell broke loose; a barrage of automatic gunfire and energy beams flew past, smashing against the walls. Jack jerked his head from the line of fire and fired several bursts before pulling his hand back in.

"Sam, put some fire on them!"

As Falcon fired, Jack huddled with Sharon.

"Two dozen, at least. It's a standoff, but if they bring a squad in behind us, we're finished. What's the call, Sharon?"

"Melvin is buying us time. You and Hawkeye backtrack to that last intersecting corridor. If you can circle behind this squad, we'll have them."

"I have a better idea," Hank said. " How big would you say these hallways are?"

"About fifteen feet wide, twelve foot ceilings. That won't give you much room."

"I can't grow again, I wouldn't survive it," he said, reaching into his belt pouch. He laid something on the floor, too small to see, and then turned to the others. "Stand back…"

With a whoosh of expanding air, an Avengers SUV popped into the hallway. Hank opened the driver's door. "It's fully armored. It'd take an anti-tank missile to slow us down—get in!"

"Hawk, Jack," Sharon yelled as everyone climbed in, "get to the rear hatch, and be ready to fire!"

Hank started the engine and floored the accelerator, cranking the wheel to the left. The SUV shot forward, until it wedged against the walls, the corner too tight. Plumes of smoke filled the hall as the tires spun, tearing up the floor tiles. The Hydra team poured fire on the vehicle, the blasts bouncing off the armor plating. Hank slammed the SUV into four-wheel drive, and jammed the gas pedal to the floor. For a moment, the walls kept their grip—and then they crumbled. The SUV flew like a rocket, pin balling side-to-side as it roared up the hall. The Hydra troopers jumped aside, dropping their weapons as the SUV shot past them. Hank jammed on the breaks while Hawkeye flung open the rear hatch. He and Jack made quick work of the remaining forces.

"Good work, Hank," Sharon said, jumping out of the vehicle. She pulled out her communicator, checked the diagram of the base, and pointed to a stairwell to their left.

"Those stairs lead to a series of anterooms, then to the dining hall. That's where Cap is. Let's go."

As they headed off, shots rang out behind them. Scores of Hydra troopers charged from around the corner, cries of 'Hail Hydra!' mixing with gunfire. Most of the shots bounced off the SUV, but some got through. An energy beam clipped Hank, and he dropped, screaming in pain. As Hawkeye, Jack, and Falcon returned fire on the Hydra troopers, Sharon reached for Hank, but he waved her off and got to his feet.

"I'm OK! Find Cap—Jack and I'll hold them off."

"I'm not leaving you behind," Sharon said, returning fire on the Hydra forces.

Hank punched a message into his communicator. "I just sent Fury's people our location, we can hold out till they get here—now go!"

Not waiting on an answer, Pym joined the British hero, the two of them firing at the Hydra forces, driving them back. Sharon, Falcon, and Hawkeye charged up the stairs.

. . .

Hydra Laboratory

Namor writhed on the floor as Modok blasted him, the roar of power nearly deafening. He crawled forward, reaching out to grasp Lerner, and then he fell, unmoving. The beam ceased, and the gem on Modok's head dimmed. Lerner looked at him.

"Modok, the intruder is still breathing. Please comply with your orders and destroy him."

Silence. And then creature turned to Lerner.

"I…am...not...MODOK!"

Panic filled the laboratory, technicians and scientists bolting for the doors, even many of the Lerner's. Lerner Prime, first among equals, stared at Modok, his cool scientific reserve crumbling. Modok made no move to renew his assault on Namor, who was beginning to stir. Lerner pressed a button on the controller, sending a surge of power sizzling into the gem on Modok's head.

"Modok, shut down all non-primary functions, and reboot your programming."

Modok's face contorted, saliva pouring from his twisted lips as he struggled to maintain consciousness. He hovered closer to Lerner Prime, as the last of the clones fled the complex. A small, withered arm trembled out from the misshapen body, slapping the controller from Lerner's hand. Instantly, the electric charge ceased. As Lerner backed away, the gem on Modok's head began to glow.

"Father…why did you…do this to me?"

Lerner stripped off his helmet. "Mo…Isaac, I love you, son! I did this to save you! You must believe me!"

The last part of Isaac Lerner looked out from Modok's eyes, as a single tear spilled down his cheek. He shook his grotesque head.

"No, father…you killed me…for the sin of being a freak. You killed mother…for giving birth to me."

"No, Isaac! I, I tried to perfect you—you and your mother both!"

"I can…read your mind, father. I am not the freak…you are. You took…everything from me. Now…I take it from you…"

A blast of mental energy struck Linus Lerner, sending psionic tendrils ripping through his brain. He screamed and tried to pull away, but the blast held him fast, hammering into his mind. A cascading jumble of memory flashed through his fading consciousness, as neurons flared and synapses fried within the framework of his brain. Lerner Prime, the first among equals, fell to the floor, his eyes staring vacantly, his body alive, his mind gone.

Modok hovered in place for a time, and then he turned, his jet-chair humming quietly. He looked at Namor, who put his hand on the railing, pulling himself up as he regained his senses. Modok spoke.

"You are Namor, Sub-Mariner, ruler of Atlantis."

Namor stared at him. "Who…what are you?"

"I…was a person. I do not wish to be…a machine…but I cannot self-destruct. The controller," he said, pointing to the device lying next to Lerner's body. "Press the red…button. Activate 'termination protocol'. Kill me, please. Modok is…coming..."

Namor glanced at the incubation pods, and the he stared at the tortured creature before him. Pity moved the warrior's heart.

"Isaac. The things in these boxes, can you destroy them? If you will do this for me, I will grant your wish."

"l will…do it. My father's evil dies…with me."

As before, a metal probe extended from the chair, plugging into the central computer station. On the floor below, power surged through the incubation pods, the lights on the machines flaring bright, and then dying. Isaac turned to Namor.

"Hurry… please. Modok is…strong."

Namor took the controller and entered the destruct code. The jet chair dropped, the gem around the creature's head crackling with electricity. Isaac Lerner's eyes dimmed, and then shut, with something like peace. Quiet fell over the room. Namor crushed the controller, letting the shards fall to the floor. He walked out of the now dark laboratory, where he hoped the dead would rest in peace.

. . .

Spitfire flew low to the beach, letting the SHIELD pilot drop from her hand. The winds were approaching eighty miles per hour as the storm increased in power, and the pilot struggled to stay on his feet. Spitfire pointed to where a SHIELD shuttle was making a difficult landing. The troop hatch opened, and scores of troopers hit the beach, charging towards the Hydra base.

"Make your way to them," she shouted. "Watch out for Hydra patrols!"

"Come with me! We could use someone like you!"

"He needs me more," she said, blazing away.

It took only seconds to cross the island, but it was a moment before she could orient herself. Between the darkness and the driving rain, she had trouble locating the part of the complex that held the dining hall—and then she spotted the shattered windows. She flew, threading her way through the broken glass. There, across the floor littered with the smashed remains of the dining table and chairs, she saw Cap and the Red Skull, locked in hand-to-hand combat. Cap's uniform was tattered and covered in blood, but his face was set in defiance as he charged the Skull. She knew of his heroism, but seeing it now, in person, made her heart kindle.

And then she looked at the Red Skull, and her heart quailed. Only days ago she was just a girl, studying for university exams, struggling to make ends meet, still trying to figure out her life. Who was she to think she could face a beast like the Red Skull?

Her grandmother's words came to her. You are a Falsworth—and we do not run from battle!

She was Emily Falsworth. The blood of Lords and Ladies past ran through her veins, a thousand year lineage...the legacy of two superheroes gave her courage…and the power of E'alomm Tae, the Heart of Fire, burned in her soul.

With a cry, Emily Falsworth, the Spitfire, blazed at the Red Skull, crashing into him. Even with the increased strength the gem gave her, and the field of power that surrounded her, the impact jarred the breath from her lungs. Pain shot through her body as she drove the Skull back. He tottered, and then lashed out, his speed greater than she anticipated. The blow caught her as she was flying away, slamming her against the wall, where she dropped to the floor, stunned. The Skull raged.

"Elvish magic! Your power is weak, girl! I will crush you as I should have the crone who wielded this power before you!"

The Skull advanced on her. Emily saw the ring on his finger, and it seemed that some buried memory came alive in her mind. Getting to her feet, she saw Cap leap up behind the Skull, holding his shield in both hands like a guillotine. He drove the shield down, ripped across the Skull's head with a hideous sound of steel grinding on granite. The impact smashed the Skull to the floor, writhing. Cap fell beside him, looking up at Spitfire.

"He's too dangerous! Let me deal with him!"

"Steve, I can help you," she said, racing to his side. "He stole the ring from Sir Richard—I read of it in his books. It came from an Egyptian temple, it's all clear in my mind now. I know how to destroy it!"

A look of wonder crossed Cap's weary face, but it vanished as the Skull crashed a blow that sent him flying, tumbling his shield away from him. Barely conscious, Cap watched the Skull swing at Spitfire, his great speed again surprising her. She was moving as the blow caught her, perhaps the only thing that saved her life. She flew across the floor and fell, unconscious. Cap struggled to his feet as the Skull turned to him, glaring.

"I said I would snuff their lives as you watched . Behold, as I keep my word…"

The Skull stormed towards Emily. Cap screamed, the sound rising from the pit of his being. He tackled Schmidt, the impact clearing them over Emily's body. Scrambling up from the floor, they grappled. There were no words from the Skull now, no bravado, only snarls of rage. He clutched Cap's throat, his talons again cutting into his flesh. Cap wedged his fingers into the crevice running down the Skull's face and pulled, summoning every ounce of strength he possessed. More than physical might, it was a warrior's soul. Cold bit his fingers, deeper than the ice that once stole his life, and still he pulled, until a crack like the shattering of a mountainside sounded. Johann Schmidt's face split in two, half still attached to his body, half falling to the floor. Schmidt cried out as a gust of wind blew through the dining hall—not from the hurricane outside, but from within the him, blasting out of the fetid cavern that was his face. The tempest blew Cap several dozen yards away, before it waned.

Dazed, Schmidt stared down at the pieces of his shattered face, no longer red, merely gray bone. Cap struggled to his feet, almost falling. With blood flowing from his throat and exhausted to the point of death, he readied himself for the final plunge.

"You…broke me," the Skull said, his voice tinged with horror. "You broke what could not be broken…" He put his hand to the gaping wound, probing the emptiness. A fog issued from the wound, a red so deep it was almost purple-black. The dismay in the Skull's voice gave way to a rage-filled revelry.

"You broke me…yet still I live! I, who bend life and death in my hands!" The ring flared into a holocaust, crimson bolts raking the air. "I will boil the flesh from your bones—and when the last of you is gone, I will pour my spirit into your remains!"

The Skull marched forward, his steps burning into the marble floor. Cap crouched, ready to hurl himself one last time into battle. Unnoticed at the other side of the room, Spitfire was knelt over the shield, whispering in a language lost to time. With her hands raised, she poured Elvish fire into the shield, which drank in the power until it began to glow like starlight.

. . .

Sharon kicked the door open, her gun drawn. She spotted the men and women cowering in the corner, assessing by their formal dress and the fear in their eyes that they weren't Hydra, but when she spied the figure lying on the floor, her eyes widened with shock: it was Jacqueline Falsworth. As Hawkeye and Falcon entered the room behind her, Sharon holstered her gun and dropped to her knees, feeling the woman's neck for a pulse. Her breathing was erratic, and shallow.

"Lady Falsworth," she said, trying to rouse her.

"She hasn't spoken for several minutes," one of the bystanders said. "We were hiding in that other room, but we had to move, we thought we'd all be killed. It's horrible. Can you please help us?"

Someone entered from behind them, and Hawkeye wheeled, pointing an arrow at the intruder, a woman wearing the uniform of a Hydra officer.

"Hawk, no, she's SHEILD," Sharon said. She looked at the woman. "I knew you were working undercover, Bobbie. I just didn't know how deep."

"No one did," Bobbi Morse said. She knelt down, putting her hand to Jackie's cheek. "I told her I'd keep her and her granddaughter safe…" She looked up at Sharon. "I'll stay with her, you have to help Cap. I've been watching the fight on the security feed. Cap has backup, an enhanced human I've never seen before, but he needs help. Be careful, all of you…this isn't the Schmidt you've faced before. He's a nightmare."

Falcon and Hawkeye headed for the door. Sharon took a last look at Lady Falsworth. Even at her age, lying on the floor near death, her beauty and courage shone bright. Was it any wonder Steve loved her so?

Sharon drew her sidearm and led Falcon and Hawkeye into the next room, as the storm and the sound of battle raged just beyond the door with the melted handle. She turned to them.

"You're Avengers. You know what to do."

The men nodded. Sharon threw the door open, and they charged into the dining hall, where a scene from Dante's Inferno greeted them. Hurricane winds blasted through the shattered windows, while in the center of the room, played Johann Schmidt, emanating a blaze of crimson, faced Cap, who stood ready to meet him without the aid of his shield. Hawkeye launched arrows at the Skull, but the wind blew them off course. As Falcon strained to take flight, Sharon blasted Schmidt with gunfire. The bullets had no effect, so she switched to her energy gun, lancing him with bursts. Falcon hit him with a sonic beam from his wing array, but it was no more effective than the energy beams. Sharon spotted the enhanced that Bobbi mentioned, but the woman wasn't fighting; she was standing over Cap's shield, a strange light enveloping them both.

"What the hell's she doing?" Hawkeye shouted over the tempest.

"I don't know," Sharon answered. "Focus on Schmidt—we have to close with him!"

She pulled a stun grenade from her belt, and ran. Hawkeye followed her, pulling two arrows from his quiver. Cap turned, spotting them. He looked at Sharon, fear in his eyes.

"Sharon, no!"

She ran on, lunging at Schmidt. For a split second, she saw the gaping hole in his face, looking unreal. She slapped the grenade to Schmidt's chest, and rolled away. As Schmidt clutched for her, Hawkeye crashed into him next, ramming steel arrow shafts deep in his shattered face. Schmidt knocked him away, destroying his bow, and scattering his arrows. Hawkeye fell, unconscious. The arrows and the grenade detonated in a flash of light, obscuring Schmidt. The smoke cleared, and the Skull still stood, laughing. He lashed out at Sharon, a lightning fast blow that would have shattered her body, but Cap dove across the space, wrapping her in his arms, avoiding the blow. Falcon swooped down, firing energy blasts at Schmidt, his attack buying Cap a reprieve.

For a moment, nothing else in the world mattered. He looked into Sharon's eyes, the disappointments and hurts, large and small, melted away, leaving only love. He took her in his arms and kissed her, spending the precious few seconds left to them. He pulled back, knowing these were the last words he would ever say to her; the only words that ever really matter.

"I love you, Sharon."

"Steve, let me—"

Cap leapt up and charged the Skull. Sharon and Falcon got to their feet, but the Skull lifted his hand, emitting waves of power that flung them back, and drove Cap to his knees. Hank Pym and Union Jack raced through the door, only to fall back. As lightning split the sky, Cap struggled to his feet, pushing against the immense force. Schmidt marched forward, crimson energy radiating from his closed his fist. He glared, with a hatred so deep it was almost love.

"And now, at the end of all things…I step into immortality!"

Like the hammer of the gods, Schmidt raised his fist to strike, but from the darkness, light emerged. Spitfire, nearly forgotten, stood and cried out:

"Steve!"

She hurled the shield, which blazed forth like a wheel of fire. Cap caught the disk and swung it in a mighty arc, flames of silver trailing as it smashed into Schmidt's ring, bringing a blinding explosion that flung everyone back.

A crimson vortex swirled around Schmidt, shredding his clothing and collapsing his bones. He cried out in rage, resisting with all his tenacious will, but the vortex devoured the crumbling ruin of his broken face, until even his screams were swallowed. The ring collapsed in on itself, and it seemed the room would follow, perhaps the entire island…then it ended. The ring and the man who wielded it for nearly a century, terrorizing the world with its power, were gone.

The room fell quiet. Small eddies of wind blew, and then died. The storm, so fearful only moments ago, dissipated at a speed too great to be natural. On the horizon, the sun shone through the parting clouds. The sounds of battle waned, as barking commands issued over SHILED speakers. Sharon staggered to her feet and scanned the floor in desperation…and then she saw him, slumped against the wall.

She ran to him and dropped to her knees, cradling his head as she gently unfastened the tattered remnants of his mask.

He tried to sit up, but fell. "My…back is broken," he said, his voice a cracked whisper. A look of distress crossed his face. "Schmidt? Is…is he.."

"He's gone," Sharon said, stroking his hair and kissing his cheek. You did it, darling. You won."

The others gathered, hushed and somber, and formed a circle. Namor arrived, his eyes filling first with shock, then sorrow, as he beheld the scene. Emily knelt, and took Cap's hand. He roused, slowly willing a pained smile to his face as he looked from Emily to Sharon.

"Sharon, this… is my granddaughter…Emily." He turned at Emily. "Emily, this is…Sharon."

The two women clasped hands, smiling in their sorrow. Hank Pym picked up the shield, which was unscathed and still softly glowing, and laid it at Cap's feet. Falcon and Hawkeye removed their masks and knelt at his side. Hawkeye looked away, his shoulders heaving with sobs. Sam Wilson put his hand to Cap's cheek. With tears filling his eyes, he spoke, his voice low but steady.

"I'm here, brother."

Cap reached up and patted Sam's hand.

"Take care…of that baby, Sam."

Cap's hand fell, and Sam lifted it, placing it on his chest. Cap lay still for a moment, and then his face contorted with pain, his eyes squeezing shut for several agonizing seconds. The others watched, helplessly. Slowly, he opened his eyes again, glassy, and distant, and looked at Sharon.

"I'm…so sorry, Sharon. There just wasn't…enough time…"

"Shh, darling," she answered, stroking his hair. "It's okay."

"J…Jackie?"

Silently, they all turned and looked to the far door, where Bobbi Morse stood. With a look of deep sadness, she shook her head. Emily Falsworth began to sob. Joey Chapman held her close as she poured out her tears.

Cap's breathing grew ragged, but still he fought to live. He was a soldier. Sharon took his hand, and with her tears spilling free and with sorrow piercing her heart, she spoke to the man she loved, giving him the gift of peace.

"She's waiting for you, darling. Go to her."

Hearing those final words, with those he loved sounding him, Steve Rogers closed his eyes, breathed his last, and passed from the world…

And Captain America stepped into eternity.