Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.

Chapter 7

Grand theft America Part 2

Xavier Institute, Westchester, New York

Professor X rolled down the halls of his mansion home; the hum of his wheelchair was the only sound that could be heard throughout the empty hallway.

The baldheaded-mutant rolled around the corner to see a sight that made his raise an eyebrow. Standing near the edge of the hallway, pushed up against the wall, were two of his younger X-Men making out in front of their rooms.

Xavier sighed before coughing into his hand. Bobby and Kitty looked up in embarrassment before leaping back from each other.

"Professor!" Kitty shrieked in embarrassment. "We weren't doing anything!" Bobby retorted with an equal amount of red on his face.

"What's going on?" Surge asked as she opened the door of her room and peeked out into the hallway. Dust poked her head out soon afterward, making sure that her Burqua was secured around her body.

"Is something wrong?" she asked.

"No!" Bobby and Kitty both shouted.

"Okay…something definitely happened." Surge muttered with a small smile. She looked over the two X-Men and saw the deep blushes they wore, as well as their slightly disheveled clothing.

"Wow guys…getting it on in the hallway…for shame." She said with a grin.

"No! Nononono! It was not like that!" Kitty exclaimed, franticly waving her hands.

"It was. Please restrain yourselves in the hallways." The professor said with a small smile.

"Wait. So does that mean we can actually do that sort of stuff as long as its behind closed doors?" Surge asked. "Absolutely not, Noriko. But as a psychic who restrains himself, I can't possibly know what goes on in the private lives of my wards and students." The professor said with a smile.

KABOOOMM!

The mansion shook like an earthquake had hit as the walls shook, and the furniture tumbled over.

"The Hell was that?!" Noriko screamed as Bobby shifted to his ice form. "PROFESSOR!" he shouted before the wall burst apart.

Baxter Building, New York

"JOHNATHAN SPENCER STORM!" Susan Storm screamed as she stormed through the halls of the Baxter Building. Dozens of scientists, both young and old, pressed their backs to the wall to allow the enraged blonde to tear down the hallway.

Susan Storm, soon to be Susan Storm-Richards, barged through the doors to the building's training room. The large gym –like structure was at least two stories high and filed with dozens of athletic equipment for both normal and post-humans, namely the Fantastic Four.

Standing by a massive black-metal rod was the figure that brought the enraged female into the room. "JOHNNY!" she exclaimed catching her brother's attention.

"Huh?" the younger blonde said as he looked up from his current exercise, which was burning through the unknown metal while trying to hard-boil an egg of the other side without making it explode. Ben Grimm, aka, The Thing sat on a bench watching the teen try, hoping he would fail (for a bet of 50 bucks).

"Hey sis, uh, what's with the tantrum? Is it your time of the mon—WHOAH!" The Human Torch leapt to the side as a massive fist made of light slammed into the floor where he once stood.

"Easy sis! What's th—" "Don't play dumb with me! Little brother you have really crossed the line." Susan growled.

"Wait! What did I do?!" Johnny screamed backing up towards the window, planning to crash through it and flame on if he needed to.

"My lab!" Susan snarled. "Oh…" Johnny muttered as realization dawned on him. "You trashed my lab to get that hunk of metal out of my vault so you and Ben could run a bet!" she nearly screamed.

"Look sis, it was juts a few broken test tubes and burnt computers, was all that so bad?" Johnny asked hopefully.

"Yes." The Invisible Woman growled as a compressed force field formed in her hand. "Crap." Johnny gulped.

"What is going on here?" An older voice called out. The three members of the FF turned to see and older man in a lab coat walking alongside Reed. "Dad, please tell Johnny to stay the Hell away from my stuff!"

"You weren't in and I needed the alien metal…do-hicky…" Johnny said gesturing to the massive block of black metal.

Dr. Franklin Storm sighed in irritation, rubbing the bridge of his nose before setting his glasses back on his face. "Susan, Johnny, I've repeatedly told you both, that as a family, you need to respect each other's space."

"Tell that to him." Susan growled pointing her finger at her brother. "Oh, like you respect my space!" "I do!" "Do not! You're always messing around in my room!" "I cleaned it for you!"

"I didn't need you to do that!" "It was a pig sty!" "Everything was in its place! You don't mess around with Reeds stuff!"

"Please don't involve me in this." Reed pleaded as he raised his hands in defense.

"Reed's room is set up with a certain order. He and I understand it. You just throw all your clothes on floor and leave Chinese food and pizza boxes all over the floor!"

"I like my room the way its is! You messed with my stuff so I took this...thing!" he said gesturing again to the metal. "And you trashed my lab!" "That was an accident!"

"Alright that's enough." Reed said separating them by stretching between them. "It is over. Johnny, you'll help Susan clean up her lab." Dr. Storm said. "What?!" Johnny exclaimed. "And you'll clean up your room." "What?!" He exclaimed.

"Don't even start, Johnny." His father declared.

Johnny glared at the man before the building shook. Objects fell off desks and lights flickered as another quake struck the building. "What was that?" Ben asked as he recovered from falling.

"Earthquake?" Johnny asked. "The building is shock resistant. We shouldn't even feel a quake even if it was right under us!" Franklin exclaimed as Reed helped him to his feet.

"Susan?" Reed asked as he helped his fiancée up. "I'm fine. But what did hit us?"

The room shook again before the lights flickered again. Alarms began to wail as red warning lights flashed throughout the room. "What the fu-!"

BRAKOOOMM!

The walls exploded into hundreds of pieces as a massive metal drone broke through the wall. "Holy shi-!"

BABABAM!

The massive cannon on the arm fired off a barrage of bullets that slammed in Thing's rock-covered hide, sending him flying back into the wall, burying him beneath a floor of rubble.

"BEN!" Susan screamed before her force fields blocked a hail of gunfire that ripped through the remaining walls. The building itself shook as another drone smashed through the roof.

New York City, Manhattan

KABOOM!

Another car exploded as bullets tore apart the street, raining fire and molten metal upon the city. The pavement exploded as more rounds ripped apart the asphalt and tore through the throngs of people running in terror.

Person, after person was mowed down under the intense gunfire of the massive metal titans stomping onto the streets. The armored red drones were bipedal and lined to the brim with massive cannons decorating their bodies. The humanoid-like machines sported massive arm cannons. The center area between the legs contained a large pod-like area where a pilot sat. The man in the cockpit moved the joystick around as his machine stomped down the street, crushing a car. He moved his weapon over to the side to lock onto a group of policemen.

The man smiled underneath his helmet as a twisted thought formed in his mind. He pulled the trigger of his controller and watched as his arm's cannon lit up in flames before the policemen on the street exploded, blood and guts flying into the air like water from a broken balloon.

Dozens of mechs smashed onto the ground before opening fire on the streets and buildings. The sky rained fire as massive red and white ships unleashed missiles and mortars on New York.

The war ships were blimp like in shape with a single red fin protruding from their bellies. Ports on the underside of the ships opened, releasing hundreds of super-soldier, decked in black-scale-like battle suits, soared through the air, dive-bombing onto the city like a plague of locusts.

The super-soldiers smashed into buildings and cars, tearing apart their structures and ripping through any citizen that got in their way.

Triskelion

The Triskelion. The massive tower, once a bastion of America's strongest defense agency, SHIELD, now lay fallen on the ground. The entire complex was riddled with broken buildings and destroyed vehicles. Smoke billowed off the ground in massive plumes while fires raged across the tarmac.

Dozens of black-suited terrorists floated over the symbol of foreign oppression with smiles of sadistic glee. Their smiles slowly faded as they saw a large crowd of people standing beneath the remains of the destroyed tower.

Fury coughed as he tried to breathe again, forcing the carbon dioxide out of his throat to refill it with fresh oxygen. He looked up to see a panting Pietro being supported by a slightly disheveled Scarlet Witch. Fury looked to his left to see a small group of his blue-suited super-soldiers helping each other, and several plain dressed office workers, to their feet.

"H-how…?" Victoria Hand muttered as a man helped her to her feet. "I…managed to get…most people…out…" Quicksilver panted as Wanda helped him to stand. "I got the top three floors…but I couldn't get the others."

"What happened?" Wasp said as she helped her husband to his feet. "We were attacked!" Betty exclaimed as she picked herself up from the ground.

"By who?" Hank asked as he pulled the hood of his mask over his face, his metal helmet folding over seconds later. Wasp grew her wings and looked around at the demolished base. "My God…the Triskelion…"

"It's gone." Nick said as he stared at what had once been the most secure location on Earth. Now it lay a broken heap of twisted metal and concrete.

"Does anyone copy?" Nick said as he pressed his earpiece. "Hill? Anyone? Dammit."

"I'm seeing a lot of damage…" Hank muttered as his helmet glowed. Dozens of ants crawled over the broken debris reporting everything to Hank. "My God…so many bodies…" he muttered.

Nick looked into the smoke filled sky to see dozens of warplanes roaring overhead, unleashing dozens of massive red robots and hundreds of super-powered terrorists. He followed their flight path and saw the burning sky-rise of New York City.

"Ultimates! Move out!" he exclaimed. "What?" Wasp asked as she followed Fury's finger. Her eyes widened in shock as she saw New York on fire.

"We need to get over there." Hank said as the ants slowly surrounded the team in a protective line. "Are there any Quinn jets left? Or reinforcements?" Betty asked.

"We've lost all connection to the mainframe." Hand said as she removed a sleek silver gun from beneath her jacket.

"Where are Stark and all the other super-soldiers?!" Fury barked out over the comm. He turned towards the now recovered Quicksilver. "I need you to do recon! Hit the city and help the people!"

"Alone?!" Hank exclaimed. "Fury there's hundreds of them! Even Pietro can't fight that many!"

"But I can try!" Quicksilver exclaimed before dashing off the ground and speeding out of the area at Mach 1.

"Pietro!" Wanda screamed. "I can't do this alone! I need you here!"

"Be strong, Wanda." Quicksilver replied over the com-link. "We're all they have now."

Manhattan

Quicksilver dashed through the streets of New York, smashing through the ranks of the super-soldiers that terrorized the people of the city. Each punch hit with the kinetic energy of an 18-wheeler going 100 miles an hour. Each strike broke the men like toothpicks.

'Super-strength doesn't equal invulnerability. Good to note.' He thought as he made his way towards the giant robots. He pulled pedestrians and policemen alike off the street and out of the line of fire.

He leapt onto the foot of one of the machines and quickly unscrewed every exposed nut and bolt he could see. The pilot took aim at a fleeing woman and grinned as he squeezed the trigger to his weapon. Suddenly his sights tilted to the left, making him miss his target entirely.

'"What?!"" He screamed in Korean as he felt his mech toppled over, crashing into the street face first.

'One down, God knows how many more to go!' Quicksilver thought as he raced towards the heart of Manhattan.

Stark Tower, Penthouse

"So you're Yinsen's son, right?" Rumiko asked as Jarvis gave her a drink before handing one to his employer and his new guest.

"Y-yes. My name is Han Yinsen. You were with my father when he died, right?"

"Yes…he saved my life…He was a good man." Tony said as he took his drink. "We were caught by a man named Wan Chu. He was a former general from an Asian province. He was the leader of the Ten Rings. A terrorist group that was trying to restore imperialism back to China."

"I've heard of them. They were mostly wiped out by NATO…but they're still small pockets lingering in Asia." Han said as he took a sip of the drink. "When my father…when he passed…did he tell you anything?"

Tony took another sip of his drink before setting it back down. "He…he said he regretted not saying goodbye."

Han looked down at the drink in his hand before staring out the window.

BOOOM!

Stark Tower shook like an earthquake had hit as glasses fell from the bar's shelves. They smashed against floor sending liquor and glass flying. The lights flickered for a moment before stabilizing.

"Tony?" Rumiko asked as she she stood up. Tony leapt from his seat and ran towards the window to see most of Manhattan was on fire. Massive red drones stomped across the city firing off round after round of ammunition into the streets and buildings.

Tony watched in horror as the buildings crumbled into debris. The structures fell like dominoes as hundreds of black-clad super-soldiers tore through the buildings like bullets.

"Jarvis! Lockdown the building! Rumiko, take Han to the shelter, Jarvis get Happy and Pepper in there too and readied my armor. Call the Triskelion and get the Ultimates on air!"

"Yes sir! Mrs. Fujikawa if you would?" Jarvis motioned for her and Han to follow as Tony walked towards his armory.

Han stopped halfway before a sinister smile spread across his face. "The Ultimates won't help you." He said. The other three occupants turned to see Han raise his hand. The arm unfolded to reveal a glowing yellow core that erupted with a burst of life.

Jarvis's head exploded as the energy microwaved his skull, vaporizing it. The butler's body crumpled to the floor in a bloody mess.

"JARVIS!" Tony screamed. Rumiko dashed for her purse, grabbing it off the couch and pulling out a Walther PPK and aiming it at the homicidal teen. Han reaction was much faster. Another blast of yellow energy launched from his palm, blasting through the woman's stomach.

"NOOO!" Tony screamed as he saw the girl's stomach being vaporized by the intense energy blast. The billionaire dashed towards his lover, catching her as she crumpled to the floor. Blood seeped out of the wound and onto the polished floor, bathing it in crimson liquid. Tony paid it no mind. All he could do was the hold the woman he loved as she lay dying in his arms.

He could feel his own heartbeat pounding against his chest. Blood stained his hands as he looked into the fear filled eyes of one of the few women he had ever really loved.

"Rumiko…" Tony muttered as her eyes started to close. "No…no no no NO! Look at me! Don't close your eyes, LOOK AT ME!" he screamed, shaking her.

"T-T-Tony….I-I-I…" she whispered. "No…no no no no! Please don't do this! Don't leave me!" he whispered as he saw here eyes glaze over. "R-Rumiko? Wake up...please…WAKE UP!"

"Don't bother. She went into shock the second the energy vaporized her stomach. The bleed out was all that was left. She never had a chance." Han said with a smirk.

"You…motherfucking SON OF A BITCH!" Tony screamed as his hand shot for the gun.

"No you don't!" Han shouted with a grin. His hand lit up again as a blast of energy reduced the pistol to ash. Tony glared up at the murderous man who simply smirked.

"Sorry, Tony. We've got plans for you."

Triskelion

Nick Fury fired off another volley of bullets from his pistol that burst through the skulls of several incoming terrorists. He turned his head to see Giant-Man swatting them down like flies while Wasp zipped through the air, blasting off dozens of stinger-blasts.

"Everyone! Group up and take 'em out! Don't get surrounded!" Fury barked while he shot a man in the chest before popping him in the head. Victoria Hand stood beside several of the regular workers, firing off her own weapon with surprising accuracy.

"Where the Hell did they all come from?!" She screamed as a blast of red energy incinerated one of the super-soldiers. Wanda floated above the small crowd of civilians, firing off blast after blast of arcane energy at the super-terrorists. But no matter how many she shot down, dozens more took their place.

"Where the Hell are the reserves?!" Fury screamed.

"We lost all contact with them!" Hand screamed as she fired off a round of bullets into the flying terrorists. "Protocol dictates they head to the scene of the attack during terrorist Ops to contain the situation!"

"You mean they're over there in that shit-storm?!" Wasp screamed out while blasting a terrorist in the face.

Manhattan

SHIELD VTOLs flew over the burning city with machine guns firing on anything that moved. Several terrorists fell, but more took their place, swarming the carriers like flies.

"Everyone out!" The pilot screamed as the soldiers tore apart the outside of the jet apart.

Dozens of SHIELD Super-soldiers leapt from their seats. The men in blue and white suits readied themselves while other soldiers in camo-suits and goggles.

"Giant-Men! Dose up and hit 'em hard!"

"We got any Intel?" another soldier yelled out. "No, the mainframe is down! Just hit what you see and prey someone is alive to give an order! Now launch!"

At those words, dozens of blue and white clothed soldiers leapt from the VTOL's ramp, plummeting down to the city before rocketing off towards the massive robots and swarming super-soldiers.

The Giant-Men pulled out there vials of Pym-particles before stabbing themselves in the arms. The orange fluid pumped itself into their blood streams. They felt the change immediately. They jumped out of the ship and felt themselves grow, muscles tearing, bones breaking, and reforming in seconds.

The ground exploded as the giants smashed into the ground. The crater they made was massive and only attracted the attention of the red mechs. The machines turned their eyes towards the dozen 60-foot tall giants.

The Giant-men stomped towards the group of murder-bots. "Rip them apart!" The lead giant screamed.

Quicksilver smashed his fist into a man's jaw, ripping it off, before he stopped in the center of the street to see the Giants land. The silver-haired mutant grinned at the sight of the Ultimate Reserves flying in like the cavalry.

"Oh you're gonna get it now." Pietro said with a smirk.

Above the city, the lead warship hovered over the Empire State Building. The machine's camera zoomed in on the Giant-Men.

The bridge of the ship was abuzz with activity as technicians and gunners continued their work. "Madam Hydra, we have enhanced in the field. Over 60 Super-soldiers by our count."

The technician spoke to a woman sitting in a throne-like chair by the windows of the ship. The woman was gorgeous, wearing a tight-fitting green outfit that emphasized her athletic figure. A gun was strapped to her waist as well as an assortment of knives.

Her long green hair hung over her left eye, leaving only her right visible. "It doesn't matter. They weren't trained for something like this." The woman said with a smile. "Have our…'special friends' meet up at the rendezvous. America will fall. And I want the world to watch."

Back below, Quicksilver watched as the human-titans squared off with the massive machines, all the while darting through the area, rescuing as many civilians as he could.

"Ultimates!" The lead giant screamed. "KICK SOME ASS!"

The group roared in approval before bounding off towards the machines. Each step they took shook the very ground, sending tremors throughout the Big Apple.

The machines stomped towards their new foes, leveling their cannons at the Giant-Men. The weapons fired off fresh rounds, killing a giant instantly. His chest burst open as the massive shells hit his body.

One Giant-Man was able to grab the machine by the arms, fighting against it motor-controlled strength with enlarged muscles. Neither titan dared to back down as they dug their heels into the ground.

Another Giant-Man slammed his fist into a robot head, sending its tumbling back, but it didn't fall. It regained its balance and took aim, riddling the Giant-man with shrapnel that tore apart his impact suit, sending a flood of crimson water onto the streets below.

"MAC!" Another giant screamed as he held a robot down. "You sons of bitches!" he roared as he prepared to bring his fist down on the machines cockpit.

An intense surge of pain ripped through his body. The giant stared down confused. Blood pooled over the chest of the robot. But robots don't bleed. He looked down at his own stomach to see a massive hole leaking blood onto the Mech's metal hide.

Quicksilver skidded to a halt across the street to see the Giant-Man bleeding out onto the downed robot.

"Guh…" he grunted before a black-clad figure shot through the side of his skull. Blood exploded out of the giant's head before he crashed back on the ground.

It all happened too fast. Quicksilver could only watch in horror as hundreds of super-soldiers rained down on the giant men like bullets. The super-suit wearing murderers tore through the colossal reserves like bullets through a person.

The remaining reserves flew through the air, tackling the super-soldiers that had just killed their allies. But they were sorely outmatched.

"They never trained for this." Quicksilver muttered in horror as the terrible realization dawned on him.

The reserves had little to no experience in dealing with post-humans. The Ultimates had faced threats, either as a team with Chitauri, or separate on their own adventures. But the reserves had been designed to deal with HUMAN threats, not those of the super-powered community.

The reserves were torn apart. Literally. The blue-suited super-soldiers tackled their black-clad foes and got off a few good blows, but they did little good.

The terrorists were stronger. The punched and beat the men like rag dolls, hurling them through buildings and punching their jaws clean off, sending geysers of blood into the air.

Pietro heard a shrill scream rip through the air behind him. He spun around to see a soldier having his arms torn from his body by two of his enemies. Rage overcame the young mutant as he shot off down the street and slammed into the men, shattering their ribs before delivering a flurry of super-powered blows that fractured their skulls with every touch.

The men crumpled to the ground seconds after Pietro had reached the wounded soldier. The man's arms were gone, ripped off from the shoulder down, leaving blood spurting stumps in their place.

"G-god…" the man muttered as Quicksilver laid him on the ground. "W-w-we…w-we never t-t-train-ned…f-for…"

"It's okay." Quicksilver lied, as the man's eyes grew dimmer. "You're gonna be fine." The mutant muttered as he closed the man's eyes. He looked back up to see one of the last Giant-Men have their skull blown open by a massive bullet, spilling enlarged brain-matter onto the streets of New York.

Another Giant-Man hit the floor as her body was swarmed by dozens of super-soldiers. Quicksilver snarled in rage before taking off at high-speed. He raced across the street plowing through as many super-terrorists as he could, trying his hardest to save the last reserve. He dashed up her body, socking several men in the jaw, sending them tumbling to the ground.

'I can do this!' Pietro screamed in his head. 'I'm gonna end this!'

The air whipped up around him before a powerful blow struck his jaw. He lost his balance and slammed through the sides of cars before crashing into a dumpster, utterly destroying it.

"GAH!" Pietro cried out as he felt pain surge up his spine. His enhanced metabolism quickly worked at the wounded area, healing as fast as he could. His eyes looked up to see the Giant-Woman being torn apart. The super-men tore off her jaw before one dove through her ear, tearing through her brain.

"NO!" Pietro screamed. The massive body crashed into a building as it felt, sliding to the ground, bringing shards of glass and concrete down with her.

"Dammit!" Pietro roared, slamming his fist into the ground.

"I guess you aren't that fast." A chiding voice said.

Pietro turned to see a thin woman wearing a form-fitting white suit that left only her mouth exposed. A pair of reflective yellow goggles, obscuring the rest of her face, covered her eyes. Her long black hair was held in a ponytail connected to her white mask.

"Who the Hell-?" Pietro exclaimed before the boom of thunder was heard.

A massive shadow soon closed over the area, causing Pietro to look up at the sky. The once clear-blue sky was now masked by thick dark clouds. Lightning flashed before another boom of thunder was heard.

"God…please tell me that's Thor…" Pietro muttered.

High above the ground, floating next to the spire of the Empire State building was a bald-headed man decked in the same uniform as Thor. In his hand was a double-sided hammer that looked like a giant gavel. In his left was a large sickle.

He slammed the two weapons together, creating a spark of energy that surged into the sky. Lightning flashed again before crashing into the man's hammer. His eyes were hidden by a pair black goggle-like sunglasses, but even then, Quicksilver knew he wasn't Thor.

"Let's see if you're faster than lightning, Mutie!" the Russian man screamed with a sadistic grin.

Quicksilver saw the lightning flash. "Oh fu—!"

KRAAAKKOOOM!

Triskelion

Wanda fired off another volley of hex bolts at her enemies before a flash of lightning lit up the sky. The remaining Ultimates looked up to see massive storm clouds hovering around Manhattan, firing bolt after bolt of lightning down onto the building and streets.

"GIAAAH!" Wanda screamed before falling to her knees.

"Wanda?!" Wasp screamed before flying past a man's eye, blasting it with a stinger. "AIEE!" he screamed, reeling back in pain.

The miniature super-heroine flew next to the kneeling Wanda, stopping just next to her head. "Pietro!" She screamed. "We lost Pietro!"

"What?!" Fury roared as a bullet he fired found its mark, dropping it.

"He's gone! I can't feel him anymore!" The Scarlet Witch cried.

"Wanda! Pull yourself together! This is no time to be freaking out!" Fury yelled. A super-terrorist flew towards fury but was swarmed by a massive horde of insects.

"Gah!" he screamed as the insects pulled him to the ground. Fury looked to his left to see Ant-Man rapidly changing size, punching one man before tackling another, all the while his insects swarmed the area, doing their best to ward off the attackers.

"Pietro…" Wanda sobbed. "Wanda!" Wasp screamed, growing to normal size. She grabbed the girl's head and leveled her eyes with hers.

"Wanda! Please! You're the only one who can do this, focus!"

Wanda looked around to see the few reserves that had been with them were being overrun and torn apart. The superior super-beings were easily besting both the super-soldiers and the Rocket-Men. Their armor was torn apart and the pilots thrown from the shells of their former machines.

"Wanda! We need a barrier!" Fury yelled.

"Wanda, please! You're the only one who can do this!" Wasp pleaded.

The Scarlet Witch looked around her once more before taking a deep breath an inhaling. She looked up at her teammate and with a shaky voice, she answered.

"I-I'll try." The mutant placed her hands together and concentrated. Wasp shrunk down again and zipped around her teammate blasting any terrorist that tried to get to the woman.

"Everyone! Group up!" Fury screamed. "Wanda! We need that shield!"

"I'm trying!" she screamed. "There's so many…dammit!" Wanda muttered as the crimson energy surged between her hands.

"Hand! Get Betty near Wanda! Pym get your ass back here!" Fury ordered before seeing two more of his soldiers being beaten into the ground. "God dammit!" he roared popping off several more bullets.

While Fury fired his weapon. One terrorist flew towards him. Fury reacted fast enough when he saw the shadow of his attacker. He whirled around to shoot the man, but his arm was severed in two.

"ARGGGHHH!"

"Oh my god…" Hand muttered in shock.

"NICK!" Hank yelled, leaping at the terrorist at microscopic size, smashing his fist into the man's jaw. The force was like a bullet, shattering the bone.

Hank regrew to his normal size and grabbed Nick. He saw the stump that remained of his right arm and pulled him back. He mental ordered the ants to swarm around them, creating a thick blanket of insects.

"Wanda we need that shield!"

Wanda's eyes opened, burning a deep red. She spread her arms, expelling her arcane energy before warping it around the remaining group, enveloping them in a shell of crimson energy.

The super-soldiers slammed into the shield pounding on it with their titanic strength. The blows reverberated off the dome of red. The wall pulsated with energy, but the attackers ignored it. The pulse began to quicken, the intervals between each flash grew ever so smaller until it erupted into a blast of incredible force, vaporizing the soldiers.

The dozens of terrorists who were still airborne looked down in stunned amazement as they saw their fellow soldiers being incinerated by the raw energy of the Scarlet Witch.

Inside the field Wanda fell to her knees. All her power was focused around maintaining the shield. The blast she did was a onetime thing. She didn't have enough power to do it again.

"Jesus Christ, Nick!" Betty screamed as Hank lowered the man on the ground. The arm gushed blood, and the group could tell that the man was struggling to stay conscious.

Wasp looked own at Fury in shock before she heard a grunt from Wanda. "Guh!" The girl cried. Sweat dripped down her face and her eyes scrunched shut in pain.

"T-they're…they're s-sshelling us!" she muttered through ragged breaths.

"Just hold on, Wanda. We'll get out of this, I promise." Wasp said. "Hank! We need a plan!"

"Not now, Jan!" Hank barked back as he took Hand's jacket and tore it in half. He wrapped the torn cloth around Fury's arm, doing his best to bandage the wound. "I need to stop the bleeding!"

"Hank! We will die if we stay here! Fuck, Wanda can't keep this up!"

"Just give me a second here!" Hank roared.

KABOOM!

Another mortar shell exploded against the force-filed. But like the previous bombs, the shield held. The terrorists looked up at the massive warship that hovered over the remains of the Triskelion.

"Bombardment number 5 failed. Targeting shields again. All mortar cannons lock onto that shield."

"No." A voice crackled out over the coms. "Madam Hydra?" The captain of the ship asked.

"It's time to show these 'heroes' what we've accomplished. Send in our asset."

Triskelion, Lower Labs

The debris filled labs was filled with the dead. The ceilings above had collapsed, burying most of the scientist underneath hundreds of thousands of pounds of debris.

Jennifer Walters coughed. Her lungs burned and her body ached, she couldn't feel her leg. She was trapped beneath a massive slab of concrete, just barely supported by the few bars of metal that stuck out of the slab.

Jen breathed gain, but began to cough hard as dust filled her lungs. "Akagh!" she grunted, blood flying from her mouth. She looked at the blood and realized she had internal bleeding.

"I-I-I n-need…help…" She muttered. She tried to crawl but found her body wouldn't move. A searing pain surged up from her abdomen. She looked down to see, blood pooling out from her lab coat. A thick steel rod protruded from her stomach and into the ground.

"GAH!" she screamed. Se couldn't feel her leg, she was sure it was broken, she was bleeding profusely from her stomach, and she could barely breathe. Her lungs felt like they were on fire.

"Guh…" she cried as the pain surged through her body. She moved her hand and pushed into the pocket of her tattered lab coat. Her hand wrapped itself around a thick metal syringe that she was able to wriggle out.

She looked down in fear at her one card. The only thing she had on Nick Fury that would ensure her freedom. The green liquid glowed within the silver vile. Jen lowered the syringe towards her exposed leg. She cringed when the needle touched her skin.

"I can't do this…" she whispered as tears fell from her eyes. "I'm sorry Bruce…" she cried. The syringe fell from her hand. "I don't want to be a monster!"

Above

The super-soldiers floated above the crimson shield waiting for their ship to open fire to destroy the Ultimates. But the shells never came.

"Command, what's the hold up? Shell this witch's shield."

"Negative. Madam Hydra has ordered the use of the A-Bomb."

"The Abomination!?" The man screamed. All the others turned towards their flying comrade at the mention of their Hulk-level enforcer.

"Shit! All units! Clear out! Leave this to that monster!"

The others didn't need to be told twice. Within seconds, over a hundred super-soldiers had fled the battlefield to make way for the true post-human.

"T-they're…retreating…"Wanda panted. Wasp was currently supporting the girl while Hand and Hank tended to Nick's wound as Betty made a makeshift bandage.

"Damn!" Hank swore. He then turned to look at Wanda "Wanda, you said they were retreating?"

The witch nodded her head. "Why?" Hank muttered.

"They're going to shell u again!" Wasp yelled. "Damn! New plan! I 'll draw their fire, Wanda try to teleport as many people as you can!"

"Hank, those shells will kill you! Especially if they're recalling their forces!"

"We don't have any other options! Wanda, prepare to te-!"

KABOOOM!

The ground shook at the force of the impact broke the surface of the island. Even through the force field the shockwave made the Heroes buckle.

"Was that the bombs?" Betty asked looking up. The crimson shield blocked her sight but she could feel the ground shake again.

"I don't think it was a bomb." Hank said.

FABOOM!

"GIAAHH!" Wanda screamed, gripping her head in pain. "Wanda!" wasp screamed.

BABOOM!

The crimson shield flickered form a moment before another shockwave ripped across the ground. They felt it through the shield and Wanda screamed again in pain, finally collapsing.

"Wanda!" Betty screamed before the shield fell.

"Janet! Takes this!" Hank yelled throwing a syringe towards his wife. The Wasp caught it and glanced at the orange colored fluid.

"Hank?"

"It's for an emergency. Stay with the others." He responded

Hank looked up to see what had destroyed the shield, but nothing could've prepared him for what he saw.

The creature was as tall and big as the Hulk with thick rock-like scales tinted blue. Its ears were fin like while its hand were long claw like appendages. It's glowing orange eyes burned brighter at the sight of the Avenger.

"Bug-man…" The creature growled.

"Oh shit." Hank muttered.

"A-Bomb SMASH!"

The monster brought its arm down, destroying the ground he stood on. Rocks and dust flew into the air, obscuring area. The creature let loose a massive roar, the shock from the sound sent the dust flying.

The monster looked at the miniature crater it had made in hopes of seeing the crushed form of Hank Pym. Instead, he saw and empty hole.

"RAAHH!" The monster roared in rage. The monster sniffed the air before growling.

"Pyyyyymmmm…" The monster glared at a seemingly absent area of rock and debris.

"A-Bomb smells you!" The beats roared charging forward.

The monster smashed into the ground, flailing its arms around like he was swatting at a fly. In reality, he was trying in vein to hit Hank Pym who was leaping around in his miniature form. He did his best to avoid each swing, each one had the force of a freight train.

Hank leapt off the monster and landed a few meters away from him. The Abomination noticed that his target had fled and turned to face him.

"A-Bomb kill!"

Hank readied himself as the monster charged him, its fist reeled back for the finishing blow.

Hank rushed to meet him head on, growing to an enormous size in seconds and kicking the monster with his foot.

The Abomination was hit full force and sent hurtling across the Triskelion. He smashed into the last standing building, demolishing it. The building fell like a house of cards as the Abomination smashed into the ground.

Hank stood at his 60-foot tall height and glared across the island at the brutes landing. The short respite did not last. The ground exploded as the Abomination broke out of his debris covered prison.

"A-Bomb murder Pym! Pym killed A-Bomb's friend!"

"What?" Hank muttered before he threw up his arms in defense. A massive boulder collided against the giant's arms.

"AGH!" Hank roared stumbling back. He lowered his arm and saw Abomination launch himself into the air, smashing into Pym like a rocket.

"OOF!" Pym bellowed as he lost his footing. He felt his weight shift and his balance fail.

"NO!" He screamed before crashing into the ground. An eruption of rock and dust blanketed the island while the remaining Ultimates could only watch in shock.

"Hank!" Wasp screamed before shrinking and shooting off.

"Janet!" Betty cried out as she saw her friend leave. Betty looked down at the wounded and unconscious Wanda and then to the barely conscious Nick Fury.

"We're gonna die." She whispered in horror.

Triskelion, Lower Labs

Jennifer Walters laid still in the pile of debris that surrounded her. Her breathing was shallow and ragged. She once more looked at her hand, no damp with wet blood.

"Guh…dammit all…" She muttered as her left hand still held the Hulk-serum, she didn't dare to let it go.

The ceiling above her shook again. "No!" she screamed as rocks began to crumble around her. "No no no!" she screamed

Without another though she stabbed the syringe into her broken leg. A miniature hiss could be heard from the device as it injected the mutagen into the woman's blood.

Jen could feel her heart pounding in her chest as the ceiling continued to crumble around her, further engulfing her in debris and darkness. Her blood was pumping harder than it ever had as fear seized her heart.

Her eyes then began to glow an eerie green.

Triskelion, Above

Hank Pym slowly opened his eyes to see the once blue sky now clouded with black smoke and red and white warships.

His tinted goggles were cracked and his mask was torn. "Guh…" The giant grunted as he slowly moved up, trying to stand. Hiss eyes fell upon the monstrous form of A-Bomb glaring at him from across the Triskelion.

"Hank!" Wasp yelled while flying near her husband's head. "Are you okay?!"

"N-not really…listen to me Jan, you need to run!"

"What?! I can't just cut and run! What about you and the others?"

Giant-Man moved his enlarged eyes to look at his miniature wife. "Jan, you need to get Cap."

"What?"

"We all know he was framed, it makes sense now…"

"Thor too, this has been about taking us out, one by one. But what about you?"

"Well…" Hank muttered as he started to stand once again, glaring at the monster that had knocked him flat on his ass. "Hank gonna smash this freak."

Abomination let loose a monstrous roar that shook the island like an earthquake. Giant-Man fell to a knee to brace himself. His hand grabbed a truck and hurled it at the blue behemoth.

A-Bomb roared again and leapt into the air, swatting the truck out of his way. He smashed into the ground and leapt back into the air, aiming at the giant-sized Avenger.

Hank stepped left, letting the monster sail past him and crash into the ground. Hank's eyes darted towards Wasp who was zipping past the debris, disappearing beneath it.

'Good luck, Janet.' Giant-Man thought before turning back to the Abomination. The blue-scaled monster roared in rage before slamming his fist into the ground.

With a mighty roar and the strain of impossible muscle, the Abomination ripped out a massive foundation of concrete and stone, almost ten times his size.

To Hank, it might as well have been a boulder. A-Bomb smirked with a toothy grin.

"GRRRAAAAHHH!"

He hurled the boulder at the Avenger and smiled as the rock smashed into the Ultimate's body. The boulder shattered into a million pieces, but it forced the giant off balance.

Giant-Man fell to a knee, slamming his hands into the ground to stop his fall. "Gah!" Hank turned his head to see A-Bomb launch himself into the air with its fist out stretched.

"RAH!" Hank screamed throwing his own fist at the monster.

The super-powered blows collided, releasing a massive shockwave that shattered the area.

Betty shielded herself as debris flew past her like she was in a hurricane. Nick looked up at the source of the calamity to see the remains of the Triskelion being blow away by the titanic battle.

"GIAAHH!" Hank screamed as his wrist shattered under A-Bomb's blow.

The size changer gripped his broken arm in pain while the Abomination crash-landed into the ground. He rolled across the ground and recovered on his feet before his eyes found his next projectile, a destroyed tank.

Abomination grinned in glee before grabbing the vehicle by its gun-barrel and swinging it around like a mace.

Giant-Man was still gripping his wrist in pain, oblivious to his aggressor's actions. The tank was thrown towards the massive hero, smashing into his skull with a resounding crack.

"UGH!" Hank bellowed as the tank slammed into his skull, knocking him back. His eyes rolled back before crashing face first into the New York Bay.

"Oh God…Hank!" Betty screamed.

A-Bomb's ears perked at the woman's voice and turned to face her. Betty caught creature's enraged stare and crawled back in fear. Hand readied her gun, pointing it at the monster's face.

"RAGHH!" A-Bomb roared before launching himself into the air. Hand wasted no time and began to open fire upon the brute. The bullets bounced off his scales with no damage.

FABOOM!

Abomination smashed into the ground, creating another shockwave that blasted the survivors off their feet and into the air. Hand smashed head first into the ground, tumbling over before remaining still.

Betty landed on the ground rather painfully, rolling to a stop near a destroyed jeep. She struggled to lift herself before the ground shook again.

A colossal shadow cast itself over her. Betty looked up to see the glowing orange eyes of the Abomination glaring down at her. The monster snarled at the retreating scientist and slammed his fist through the jeep. With a guttural growl he lifted the car off the ground, using it as a makeshift hammer.

Betty's eyes widened in terror as she realized what the monster intended.

BRKKOOOM!

An explosion of fire, twisted metal and concrete erupted from the ground not ten feet from the two. Smoke flooded the area causing Betty to gag on the tainted air.

A-Bomb wasn't bothered by either the smoke or the heat. Its orange eyes peered into the heart of the fire to see a large silhouette emerge from the blaze.

Out of the fire stepped a massive seven foot-tall being covered in flames. As the fire slowly died, it revealed a woman with green muscular skin and hair. She was almost completely naked, the only things remaining that could be considered clothes were the torn blouse and bra, and the barely their underwear that covered her lower extremities.

A-Bomb looked at the newcomer in confusion, as did Betty as she stared at the second monster in stunned amazement. The creature looked over her new body.

"Oh yeah…" The woman purred as she flexed her new body. "This is good." She turned her gaze at Betty and smiled slightly. She then looked up at the Abomination.

"Who girly-Hulk?" The monster asked while stomping forward.

"Jennifer Walters…" The woman said.

"Jen?" Betty muttered. "My god! The serum! It—"

"It worked, Betty. All of the Hulk, none of the rage." Jen turned her gaze back to the Abomination and grinned. "You, Ugly, can call me…The She-Hulk!"

"GRAAAHH!" Abomination roared. "You not real Hulk! You fake!"

Abomination leapt forward and tackled She-Hulk. The two brutes rolled over the ground, A-Bomb slashing at She-Hulk with his claws.

"Guess no one told you!" She-Hulk barked as the Abomination pinned her. "I like to be on top!"

She-Hulk brought her knee into the monster's groin. A-Bomb squealed in pain before She-Hulk kicked him off of her. He smashed into a pile of metal.

She-Hulk lifted herself up and smiled. She tightened her hand and grinned. The power, the strength it was unreal. Addicting. Unbelievable.

"This is gonna be fun!"

"GRAH!" A-Bomb roared, bursting out of the pile and rushing madly at the jade Giantess.

She-Hulk veered to the side, dodging the punch and grabbing it. With a grunt, she lifted A-Bomb into the air and slammed him into the ground, shattering the foundation they stood on.

Betty curled herself into a ball to shield her body from the debris that was thrown around her.

A-Bomb speared She-Hulk's jaw with his elbow. He grabbed her by the hair and threw her across the island. She-Hulk crashed through the rubble and slammed her fingers into the ground where she dug in, scrapping the ground until she stopped.

"GRR!" She snarled. She looked up to see A-bomb Hurtling down from the sky.

FABOOM!

Again the island shook as the ground broke. The monster had hit with the force of a Howitzer cannon, blowing away the foundation. Dust and smoke clouded the air, obscuring everything.

Betty opened her eyes to see the shadowy silhouettes of the two monsters smashing each other. One dealt a punch, while another dodged. One of the shadows was sent hurtling through the smoke and crashed into dirt not ten feet from Betty.

The woman screamed in shock, scooting back in fear before the groan of a monster made her look at the crater.

A-Bomb lay still in the shallow crater She-Hulk had punched him in. His body was sprawled alongside the rocks and green blood oozed from his mouth. The creature grunted in pain before slowly leaning up.

She-Hulk dashed out of the smoke and slammed into the blue-beast, flinging him back into a tank. The vehicle crumpled under the monster's weight as he tried to stand.

"Stay down, big boy." She-Hulk teased, popping her knuckles. Her clothes were nearly gone, having been ripped off in the fight, leaving her practically naked. But Jen didn't care. Not when she felt so alive. The power. The raw, unstoppable power she felt. She could be the hero here. Not Jen, the mousy lab scientist who's cousin was called a menace, not the wannabe lawyer who could never impress her father. But here and now, she was a Hulk. The She-Hulk. She could stop this invasion all by herself.

"You fake Hulk!" Abomination snarled in rage, getting to his feet. "A-Bomb rip girly-Hulk apart!"

"Bring it fish-face!" She-Hulk taunted.

A-Bomb grinned. She-Hulk frowned as the monster stood up straight with a toothy grin. The creature's blue-skin began to shimmer before disappearing completely. Soon, the monster known as A-Bomb had disappeared from view entirely.

"What the-?"

A powerhouse blow struck She-Hulk across the jaw, knocked the woman off her feet. She smashed into the ground and felt her face being smashed into the ground by a clawed foot.

"AH!" She cried as a fist found its way into her back. She could feel her hair being pulled up by the invisible brute.

"Girl-Hulk not so tough!" A-Bomb roared with a smirk.

"Jen!" Betty screamed.

A-Bomb slammed his fist into the She-Hulk's face, smashing her into the ground again.

She-Hulk snarled as her hands dug themselves into the ground. Her eye began to glow green as her rage began to grow. This monster had nearly killed her. It had insulted her. It had called her weak! A fake Hulk! She was a Hulk. She was THE Hulk. Was she weaker than her cousin? No!

"GET! OFF! OF ME!"

Jen roared in rage. Her body glowed a brighter shade of green. Mustering her newly bolstered muscles, she gripped A-Bomb's wrist, and squeezed.

"RAWR!"

A-Bomb squeaked in pain as She-Hulk bent his arm. She slowly stood as the Abomination snarled in pain and anger.

"RAAAW!"

She-Hulk roared in rage before slamming her fist into the monster's jaw.

Abomination was sent hurtling back where he smashed into the ground, creating another crater in an explosion of rock and ash.

"IS THAT ALL YOU GOT!?" She-Hulk roared to the warships above. "SOME REJECT FISH-FREAK?!"

The warships didn't respond. No super-soldier were deployed, and no giant robots came crashing in to destroy the female goliath.

"Fucking pussies!" She-Hulk spat.

Across the bay, sitting at the base of the Statue of Liberty, was a startling beautiful women with long blonde hair and a voluptuous figure wearing a skin-tight green dress with a green tiara adorning her head. Several emerald bracelets and necklaces were wrapped around her wrists and neck.

"So the beast had family to inherit his mantle. How troublesome." Amora mused as she looked over her nails.

"She's beating back The Abomination." A deep, male voice said from behind her.

"She'll ruin our plan."

"Oh don't be so melodramatic dear Colonel. She is but a pale imitation of the monster you all feared. This 'Hulk' of yours is dead. I helped kill him for you. And she alone will not be able to defeat all of you."

"With the power she has, she could destroy dozens of our troops!" A scratchy female voice called out.

"Be silent Swarm." Amora said, eye glowing a dangerous green. "But…" she said returning her gaze to the Triskelion. "You do have a point." Her eyes glowed a brighter green.

"Skurge, fight."

She-Hulk stomped towards the downed Abomination, who was feebly trying to stand in the crater he had made. The monster looked up at She-hulk with a slight look of fear.

"Too bad, Fish-Face. I guess your pals don't like ya very much. Can't say I blame 'em though. And ugly fuck like you must not have many friends."

"You killed A-Bomb's friend! You and all heroes! A-Bomb smash! A-Bomb kill you!"

The blue-scaled monster had risen to his feet. She-Hulk was actually surprised that the monster could still stand after the beating she had dealt to it.

"Ready for round two then?" She-Hulk said with a grin, preparing to pummel the monster again.

A-Bomb's ears perked up. The monster gave a quick glance to the sky before slowly turning back to She-Hulk. What she saw unnerved her. Instead of the angry and scared look the monster had bore a second earlier, the Abomination now had a confident and sadistic grin on its face.

"A-Bomb has no friends, but A-Bomb have team!"

KRAKABOOM!

She-Hulk shielded her face as a meteorite crashed into the island, shaking the base of the Triskelion as fire and smoke erupted from the crater like a volcano.

Betty screamed in fear and pain as she felt the impact rip across the island. Next she felt the heat burning her skin. She covered her body as best she could, doing her absolute best to protect herself from whatever had just crash-landed into the Triskelion.

She-Hulk looked up to see smoke rising from the crater and fire leaping off the ground. The heat didn't bother the She-Hulk. Her new gamma-irradiated form left her feeling virtually invulnerable to things like fire and smoke.

But for a brief moment she felt fear. She quickly shoved the thought aside. She was a Hulk now. Anything the world threw at her, she would send it hurtling back.

The smoke slowly began to fade, but out stepped a giant of a man. He stood only a few inches shorter than the Abomination, but he had the same muscular build as the Hulk. The man was bald and clad in heavy black armor with demonic glyphs and symbols etched across it.

In his hands was a massive dual-bladed axe colored blood red. The black handle was at least three-feat long and ended in a jagged spike.

The man looked up from the ground and narrowed his eyes at the She-Hulk. His blood-red eyes glowed with an evil glare. He hefted his battle-axe into the air and brought in thundering down.

The blow cracked the stone foundation, unleashing and inferno of crimson-orange energy from its crack like a tidal wave.

She-Hulk had no time to react before the wave smashed into her, sending her reeling back.

She tumbled to a stop at the base of the broken Triskelion and looked up. Her ski was smoking and she felt pain. This guy hit like the Abomination. She rose to her feet. Ready to face the dark warrior. But instead she got a sucker-punch to the face by A-Bomb.

The monster had turned invisible since the axe-wielders arrival, and he used the distraction to his advantage.

She-Hulk spat out blood and braced herself on the ground before she took a wild swing in the air, trying to deck her invisible foe.

A-Bomb grinned as he remained in chameleon mode. The She-Hulk wasn't even close to hitting him. And while she was focused on trying to hit him, the Executioner was marching towards her, blood-axe in hand.

He dashed forward while A-Bomb smashed She-Hulk into the ground, pinning her beneath his foot.

She-Hulk snarled in rage as her eyes glowed emerald green again. Her body soon gained the glow as well and she lifted herself up. She grabbed A-Bomb by the foot and threw him across the battlefield.

Jen panted as she felt her body trying to recover from this much exertion and damage. She rose to a knee before the sound of heavy boots running caught her attention.

She turned in time to dodge and swing from the Executioner, who wasted no time in pushing his advance. He swung his axe again, nicking She-Hulk across the side, spilling gamma irradiated blood onto the ground.

She-Hulk leapt back, gripping her side in pain. She looked down at her wounded side to see green blood oozing from her stomach.

He had cut her! She looked back up at the man as fear began to grip her. This guy was as strong as her and could cut her. His axe could actually hurt her.

The Executioner raised his weapon again, the blade glowing with orange energy.

She-Hulk readied herself to face him but was met with an elbow to the Back by A-Bomb, dropping her to a knee.

"AGH!" she screamed as the monster grabbed her by the hair, yanking her back.

She-Hulk snarled in rage and slammed her own elbow into the monster's groin again. A-Bomb yelped in pain before an uppercut sent him back.

She-Hulk spun around but was too late to stop the blow from Skurge.

FABOOM!

A massive light erupted from the Triseklion, painting the horizon an eerie orange.

Amora smiled before getting off the ground. Gazing around at the smoking and destroyed remains of New York City, she smiled.

"Nothing like a little chaos to brighten ones day." She chuckled. "Are you at ease now Colonel?" she asked turning towards a man behind her. "The She-Beast has been defeated. Your victory is once again assured."

"Good." The man said stepping forward. The man was as tall as Captain America with the same build. He had dark, tanned skin and an Arabic accent. His face was covered by a red helmet/cowl combo and his combat suit was colored in red and black. In his hand was a metal rod spitting out two beams of red energy like a light-saber. The dual-bladed weapon was held proudly in the man's arm as he marched towards the cliff of Statin Island.

A gush of wind whipped past his face, but he didn't budge, nor did he need to turn around to know who it was.

"Hurricane, report." He ordered.

The white-clad Korean speedster growled before answering. "Quicksilver is down, so are the rest of their reserves."

"I Just got a report too." A new voice spoke.

The Colonel turned around to see their own personal Thor touchdown. The bald man smiled as ahe adjusted his goggles, hammer in one hand, sickle attached to his belt.

"What is it Perun?"

"The Fantastic Four are buried under the Baxter building. No rescue coming from them."

"Or the X-Men."

The group turned to see a man in a light green combat suit with long orange hair sitting on a bench. His left eye was a discolored grey while the right was colored green.

"I've got dupes combing the mansion looking for any mutant strays."

"Very good Schizoid Man. Have them give hourly reports on the situation. I don't want any surprises coming out of them."

"My drones will be sure of that." A digitized Russian voice said. A massive ten-foot tall red and grey robot stomped forward. Beneath the red tinted dome was the face of a man. The Crimson Dynamo stood proud in his mechanized warsuit, fully grafted into his body.

"I have the pilots searching for any super-heroes running around on the streets. Even those vigilantes like Spider-Man won't stay hidden for long."

"Maybe you should find them yourself. Then you'd finally make a contribution to the team." A raspy female voice said.

A black-scaled woman with cuved horns protruding out and down her skull said. Swarm glared at the Russian man who snarled back at her.

"Watch your tone! I supplied all the designs for my robots while you and your insects did nothing!"

"My swarm kept all the officers busy and in disarray before the Triskelion could be contacted! You and your drones were just for you to try and show us that your nothing but a second-rate Tony Stark!"

"You whore!" Dynamo screamed as his left arm unfolded into an array of cannons and machine guns.

"Bastard!" Swarm screamed back as dozens of insects crawled out from her skin and swarmed around the armored Russian.

The Colonel scowled at this and turned to Perun.

The storm wielding Russian caught the look and raised his hammer and sickle. Arcs of lightning streaked across the island, wrecking lamp-post and burning trees.

The show of power was enough to catch the two's attention. Perun lowered his weapons, ceasing the electrical show as the Colonel walked int between the two members of his team.

He looked at Swarm who glared back at him. "What do y—AK!" she screamed as the Colonel backhanded her across the face.

"HA!" Dynamo laughed before the glowing beam saber was shoved in front of his face. The Colonel glared at him with a look of annoyance before speaking.

"Swarm, watch your mouth. And you, Dynamo, will respect her contributions."

"You dare!" Dynamo roared.

"I do. I am the leader of this team. You will follow my orders."

"I will not!" The man roared. "Stark's Family ruined my life! To be compared to him is the greatest insult!"

"Shut up." The Colonel responded with an icy glare that promised death if the Dynamo spoke one more word.

"I respect your reasons, Vanko. We have all lost our lives to the Americans. They have raided our countries, squandered our rights, but we will show them justice, not vengeance. If your vendetta with Stark clouds your judgment any further, I will kill you where you stand."

"You?" Vanko laughed.

"Yes." The Colonel said with pure determination.

The Dynamo's grin faltered as he saw the steely resolve the young man in front of him had. He quickly looked around to see the others had no intention of backing him up. Realizing he was outnumbered, he reluctantly backed down.

"Fine. I will follow your orders."

"Good." The Colonel responded before turning back to look at New York.

'For now.' Vanko inwardly growled.

"Impressive display of authority, Abdul." Amora said slowly approaching him. "But in my world we would have killed him for such insolence." The woman pureed as she draped her hand over the man's broad chest.

The Colonel brushed her hand away with a scowl. "We are not in your world Enchantress." He said. "We are here to prevent the rise of the next Roman Empire, to prevent the ruiners of nations from destroying the lives of countless innocents. We have no interests in your games."

"Yet your masters so desperately craved my help." Amora said with a smile.

"Hydra is not my master. There cause is not my own. I volunteered to prevent further desecration of my people and the people of the world."

"Which has me curious." Schizoid Man said, looking at the Enchantress.

"We all have our reasons for attacking America." The Frenchman continued. "Colonel here wanted to free his people from America's grasp and terror, Vanko has a family grudge against Stark, Petra wants to burn the country that killed her husband and kid, and even the Abomination wanted revenge on what the Ultimates did to his friend, but you I don't get. What do you gain from this?"

"Oh, my dear Schizoid man, I get the best satisfaction out of all of this." The Enchantress said.

"And that is?" Hurricane asked.

"Seeing My beloved Thor's world burn. And besides, the Ultimates had and Asgardian on their team. Its only fair that you get your own."

BOOM!

The group of super-humans turned to see the warships continuing to bomb the city.

"Would you look at that?" Perun said with a smirk as he watched the building burn. "The world's last true super-power, beaten in less than a day."

"We're not finished yet." The Colonel said as he looked up at the green stature above him. He tapped the side of his cowl, pressing his communicator.

"All available forces, on me. Hit the statue."

Within seconds, dozens of armored super-soldiers and massive robots flew in towards Statin Island. Landing at the foot of the Statue of Liberty, they quickly went to work dismantling it.

The super-soldiers grabbed the base of the statue, and with all their might lifted it. The metal support groaned as they were torn from their concrete foundation.

Several large red mechs slammed into the gown of the statue, destroying its remaining balance and sending the green colossus tumbling down into the New York Bay.

The resulting splash sent a tidal wave of water into the air.

"Their symbol of hope, how it has fallen." Schizoid Man mused.

"No." The Colonel said as he stepped towards the edge of the cliff to better see the downed monument. "It became a symbol of hypocrisy many years ago. The Americans offered immigrants a bright future, but instead they threw them onto the streets to fend for themselves."

"That's deep." The Frenchman responded. He looked over at Dynamo. "Hey Vanko,"

"Eh?"

"Your robot's recording this?"

"Of course." The Russian grunted.

"Good." The Colonel said. "I want this on every news station in every country. I want this all over the net to see."

He stepped in front of the former base of the Statue of Liberty and raised his weapon.

"We warned you America." He said. "We told you, we begged you! Stop playing god! Stop making these super people! We warned you there would be consequences! You made the world shake in fear! Your power, that was once so great, was squandered! And now, your defeat has been handed to you! Your empire has fallen! To world at large we tell you now, REJOICE! The Great Satan has just been…LIBERATED!"

Chapter 7 finally done! For those of you following this story thank you for being patient with me. I've been procrastinating on my work but I have other things I've got to do. College isn't easy, but You'll understand when you get there, For those of you who've been there or are there, you know what I'm talking about.

Next Time

Chapter 8: Grand Theft America Part 3