Max heard the chaos before she saw it.

After spending the last two hours cleaning and cataloguing the new shipment of rifles, she had popped down to the first floor reception area to update the main computer log. With no one else working, it was up to her to get all the information they had received that morning and upload it into the museum's records—both of her bosses were absolute crap on the computer.

The museum itself wasn't especially big, though the outside looked grand enough to be on Fifth Avenue. There were large white stairs leading up to a building that looked like it belonged on a southern plantation circa the eighteenth century. There were beautiful white columns in front of spotless Plexiglas doors, which opened up into the area she usually occupied for most of the day. The reception wasn't large either: there were glass display cases with handwritten letters from soldiers on both sides of the Civil War playing field, along with a desk that Max sold tickets from. There were stairs on either side of the wall behind her, a heavy metal door that led to the loading dock around back, and a set of public toilets for visitors to use before they entered the museum.

The building itself was four floors of exquisite historical wonder. Off-white tile led visitors through the second floor, which consisted of veteran uniforms and Civil War era clothing. The third floor had several projection rooms to show clips and educational features, along with two models of a historical cabin from both sides of the enemy lines. The fourth floor was her favourite, as it consisted of various corridors lined with beautiful weapons, all of which Max had scrutinized over the last year in such detail that it was almost embarrassing.

The only downside was that there were no elevators. Guests needed to walk between each floor, which was upsetting to those who had a disability, but her bosses never really seemed to care that some of their exhibits weren't handicap-accessible.

The third floor also housed the break room (in which were a series of lockers that Max usually left a change of clothes in), the main office, and a room dedicated to artefact preservation. She had spent her morning there with an array of tiny brushes, which she used to dust and meticulously clean her new rifles. Well, they weren't hers, but Max had already developed a sentimental attachment to the pieces because she was the first to handle them. Maxine popped in to help her every so often, but for the most part she kept herself busy in the office with her husband—paperwork was a never-ending reality of the museum world.

Her back was just starting to get sore when she decided to take a break. Hunching over a table all morning was bound to do that, and she still hadn't grasped the fact that she would actually need to work out at some point so she wouldn't get stiff at work. So, after locking the new rifles away in a safe, Max drifted down the dimly lit stairwells until she reached the ground floor, sauntering across the pristine lobby until she was seated behind a desk.

And that was when she heard it. At first, it sounded like a car or truck had backfired. It was a horrible, awful bang that echoed like a firework, and it was noisy enough to make the windows across the reception area vibrate. She paused with her fingers resting on the keyboard, eyebrows furrowed. However, after a minute of nothingness, she simply ignored it and went back to writing: Manhattan was a much noisier place than Masonville could ever be, and random sounds were nothing out of the ordinary.

But then it happened again. And again. And on the third burst of sound, she started to hear people shrieking. She tentatively rose from her seat, tugging her skirt down as she leaned around the desk. A gaggle of people ran in front of the museum along the sidewalk. Cars raced down the street, horns blaring. She stared for a moment, listening and watching the chaos unfold, and then darted around behind her desk to retrieve a set of keys from one of the drawers.

There was a "closed" sign on the doors, but none of them were locked—now seemed like the time to barricade herself in. Although she hadn't the slightest idea what was happening, Max hurried across the lobby—careful not to slip on the freshly waxed floors—and rammed the key into all three of the locks, and then pushed the bolts up that went into the floor and ceiling. People were still running. Men and women in business suits and everyday spring attire raced down the street. The sounds were louder, more blasts, more everything—when she heard gunfire, she turned and hightailed it for the safety of the upper floors.

She was almost out of breath by the time she reached the main office, and she spotted Glenn and Maxine seated in front of their small television on Glenn's desk.

"Are you alright?" Maxine asked as she stepped inside. The woman was roughly Max's height, which made her a full head taller than her husband, and she looked like she spent years playing professional basketball. Glenn, on the other hand, was small and thin with cheekbones that always looked like they could cut you if you got too close. Both were greying and sagging with age, but they worked just as hard as their young employees.

"I-I'm fine," she muttered, running a hand through her hair as she hurried to get a look at the TV. "It's insane out there."

"The news thinks it's a terrorist attack or something," Glenn grunted, pointing at the screen. The camera panned along various familiar locations across Manhattan, and it seemed the situation she saw out front was a city-wide affair. It was through the lens of a reporter that she got a better look at the shooters: men in black uniforms with menacing helmets. The trio flinched when they heard more gunfire on the streets below, and Max cautiously glanced out the window to see if they were encroaching on the museum.

So far, it seemed the shooters were opening fire into the crowd and air. She couldn't look down for long, fearing she would see someone shot, but in the few moments that she did spare a glance outside, it didn't seem like they were shooting to kill.

But fuck, what did she know about lunatics and the way they shot up a crowd?

"Jesus Christ…"

The loudest of all the noises she had heard in the last fifteen minutes barreled through the streets, rattling the windows and knocking people to their knees. Max scrambled back to look at the television, noting the way Glenn's jaw hung open—she could have sworn Maxine was starting to cry. It was there she saw the live feed of the aftermath of the noise: the bridges were being blown out. Shot after shot jumped between all the major bridges that connected the island of Manhattan to the other Boroughs: the Brooklyn Bridge was smoldering rubble, the Manhattan Bridge was gone, and the Queensboro Bridge was in two giant pieces. There were cars in the rivers, along with all their occupants surely.

Max covered her mouth with her hands, blinking slowly—as if one blink and she might miss something important. Maxine and Glenn were speaking to one another, but she could barely hear them. Instead, her mind jumped between all the important people in her life that lived in the city. Pat, Tiffany, and Garret were probably at work right now. Nolan's office was on the other side of the river, but there was no telling what was happening over there. She had friends in all places—were any of them on the street?

Her legs started to tremble, but before they buckled, she dragged a nearby chair over to collapse into.

"We can't stay here."

Her eyes flickered toward Maxine, who was wiping under her eyelashes with her sweater's sleeves. "Glenn, they'll probably start going into buildings…"

Max's stomach knotted painfully, and for a moment, she just wanted to cry. She had always heard about terrible things happening to people. There was war and strife all around the world, but never once had it touched her community in such a graphically real way. If she could curl up under the desk and wish it away, she would. A part of her even questioned if it was real now, and she pinched herself as she stared at the live-stream of the city's madness: black-armored men with guns chasing average people. Most seemed to be on foot, but some clips showed them commandeering cars.

"Max?"

Her mouth suddenly felt dry, and she needed to forcefully swallow a few times to make everything work again.

"Did you guys drive here?" She looked between both of them, knowing precisely what she needed to do—what they needed to do. When Glenn nodded, she spoke before he could. "You should take your car and try to head for the tunnels."

"Max—"

"I'll make sure everything important is locked away…" It was almost as though she was having an out-of-body experience as she spoke. She could feel her mouth forming the words, but her brain was a million miles away, trying to think of everything she needed to do.

"No, you're going to come with us." It was Maxine who brought her back to the here and now when she touched Max's wrist. She shook her head.

"Look, my friend works two streets over, and I want to get to her before I go anywhere." Tiffany worked at a hoity-toity PR firm that handled television and film marketing—the woman was probably a wreck right now. Not that Max was much better, but it would probably make this situation less paralyzing if she knew just one person was safe. "I'll lock up, put everything in the safes, and then take the back alley to get to her building."

"Max, don't be stupid," Glenn said sharply. "We'll drive you there at the very least."

"No, I want you guys to make it to the tunnels," she reasoned shakily. "I mean, if they took out the bridges, maybe they'll try to do the same there."

She watched the couple exchange looks, and she eased herself to her feet. They had kids and grandkids to think about—they had people they provided for. It wasn't like she didn't have family that cared about her, and she had absolutely zero interest in martyrdom, but this seemed like the logical thing to do. Besides, Max could actually run away from an attacker if the need be: the thought of Glenn fighting off or running from anyone was almost laughable.

Not that she could laugh at a time like this.

"I won't forgive myself if something happens to you," Maxine told her, and Max threw her arms around the woman. A part of her needed the support that a hug could provide, while the other part simply wanted to show that there were no hard feelings. She heard Glenn rummaging around, and when the two women broke away, he set a handgun on his desk.

"You keep this with you."

"No, I want you guys to take it," she insisted, shaking her head and waving her hands as she stepped away. "You're heading somewhere more dangerous than I am."

The shooters might want a working vehicle, and that was a bigger target than a single, unarmed woman. No, they needed it more than she did.

"Max, just—"

"We can't stand here and argue about it," she said sharply. Each scream, each bang, each discharge of a weapon made her twitch, and with every limb tensed, she just wanted to get out of this building and find her friends. "I'm staying, you're going, and that's that."

There was some more grumbling and groaning from her bosses, but eventually she got them dressed in their spring jackets and down the stairs, which was a mission in itself. When they were finally back in the lobby, Max noticed the Plexiglas doors were smudged, like people had put their hands and fingers against them, and she was glad the rest of the museum was hidden from the outside.

"Here's the master set of keys," Glenn muttered as she practically shoved him through the door that led to the loading dock, which was where they normally parked their Prius. "Do what you can, but try to get out."

"I just want to make sure some of the more expensive stuff is locked up," she told him brightly, her false cheer not doing a thing for anyone. "I'll call you tomorrow."

"You do that."

He gave her one last half-hug, and when they heard more gunfire from somewhere outside, she pushed him into the service corridor and shut the heavy door behind him. The streets were no less busy now than they had been when all this started. It seemed like people from neighbouring office buildings were pouring into the streets, and cars had a tough time getting through the sheer volume of them. But there were still shooters, and when Max spotted one close enough to see her in the brightly-lit lobby, she made a run for it back up the stairs and dashed through the second floor.

Even though the whole reason she had offered to stay behind was to lock up valuables, Max couldn't help herself: the first place she went was the break room on the third floor. Although she had serious doubts that anyone would have texted her, she wondered if she could get hold of Pat to see where the woman was. However, as she burst into the break room, she could hear her phone shrieking on the other side of the door that led to the changeroom.

Sure enough, the device continued to scream from her locker, and Max hastily grabbed her purse and fumbled through it. In her panic, she actually missed the phone twice, grabbing at her wallet and nothing on both occasions, until she finally retrieved it.

"Nolan!"

Of course her brother would be calling—he had warned her that something was going to happen today. Why the fuck couldn't he have been more explicit about it?!

"Are you on a train?"

"No," she ground out, her hands shaking as she held the phone to her ear. "No, I told you I was going to take the one at four—"

"Are you still at work?" There was a lot of noise around him, and she wondered where he might be. If he was at work too, there was probably pandemonium. Did Captain America know this was happening?

"Yes—"

"I told you that you should have left yesterday!"

"Now is not the time for judgement, Nolan!" she snapped, throwing her purse back in her locker and slamming it shut. With the giant ring of master keys dangling from her wrist, she hurried out of the claustrophobically small change room and into the much lighter break room, taking a moment to steal a glance outside. It was still chaos. No sirens, no cop cars, no nothing to restore order.

Her brother's line cut out for a moment, and Max punched the volume button on the side of her phone. When he spoke again, she winced. "Stay there… I'm coming to get you."

She blanched, her face prickling in shock. "What are you doing in the city?!"

"Coming to get you, you fuck!"

At that point, she had her forehead pressed to the glass, scoping the crowd for her brother's familiar face.

"Nolan…" She closed her eyes, swallowing thickly. She wanted to tell him that she was scared. She wanted to panic, to break down, to cry. But he was coming to get her, and she had to stay level-headed for that. "Is Elisa okay?"

"Yeah, she and Nolie went to Mom's last night like I told her to," he grumbled. Gunfire erupted from his end. "I'll be there in two minutes!"

And then he hung up. Still trembling, she stared at the phone for a moment, and then tucked it under her bra strap—because apparently, pockets had no place in women's fashion. Halfway down the second staircase, she slipped on her heel, wrenching her shoulder when she caught herself. The pain was secondary to the panic, however, and she carried on like nothing had happened, keys echoing in the emptiness.

Once she was in the lobby, she crouched behind the front desk, eyes fixated on the clear doors. They looked dirtier now, but it seemed like no one had tried to break in. She waited. She waited with adrenaline pumping through her arms and legs, the feeling so powerful that her teeth were chattering.

When she finally saw her brother hobbling up the front steps, she raced forward and started unlocking one of the doors. It took her a while to find the proper key to get the final lock, but once she did, Nolan practically fell inside, collapsing onto her and holding her close to his chest.

"What's happening?" she whimpered, her face buried against his neck. "What is this?"

"Max, look at me," he said quickly, stepping back and taking her by the shoulders. His light brown hair was starting to look choppy, and she noticed a black smear on his cheek. "They aren't human, okay?"

"What?"

"The shooters," he told her, gripping her tightly and giving her a bit of a shake when her mind started to drift. "The shooters aren't human. They look like humans, but they aren't."

"What? Like mutants?" He shook his head and her frown deepened. "Like… aliens?"

"I couldn't tell you," he whispered shakily. She noticed his bad leg was starting to quiver, but they both ignored it—he had made so much progress over the last two years. "I wasn't allowed, I was sworn to keep it secret, but now it's… It's out now, so they aren't human. Don't let them get you alone, okay?"

"Okay."

She wasn't even sure how she was supposed to process this. Hell, she wasn't processing it. Max was simply taking information and storing it at the back of her mind, ready to dissect and pick through at another point in time.

"They're flooding the tunnels," he told her, and her breathing quickened, "but my buddy has a boat, and he's going to take us across to Brooklyn, and you'll stay at the base until this is handled."

"Nolan—"

"As far as we know, it's only major cities that are—"

"Cities?" Max squeaked. "This is happening somewhere else?"

He stared at her for a moment, and then swallowed thickly. "Everywhere… It's happening everywhere."

"Oh my god."

"We have to go, Max."

"Wait," she said, reaching for her phone and unlocking it. "I want to know where Pat is… Maybe we can bring her too."

He seemed unwilling to linger, but Max wrestled herself from his grasp and took a few steps away, holding the phone to her ear after clicking on Pat's name. It rang a few times, and each time there was a lull she grew more and more tense. However, before Pat even had the chance to answer, she heard a familiar sound: the Plexiglas door whooshing open.

She and Nolan turned to face the intruders at the same time, and her brother was soon at her side. He then had a handgun in his hand, one that had been lurking in a holster attached to his jeans, and it hung loosely between them. There were three shooters, all dressed in black with helmets and automatic rifles. She could see their mouths—grim, set in a thin line, and quite obviously human.

Although she wanted to grab her brother's arm and crumble into a heap, she stayed facing the new arrivals, shoulders back and head held high. This was how they did it in the movies, wasn't it?

The shooter at the front raised his gun, but before anyone could get a word in edgewise, Nolan shot him in the neck just above his armoured top. Black blood squirted out in front of him, and Max screamed as her brother dragged her toward the nearby staircase. There were shots fired in the lobby, but they were already up the stairs and around the corner by the time she heard footsteps in hot pursuit.

"Run!" Her brother's encouragement was unnecessary, and they raced through the narrow walkways between display cases. Max shrieked every time a bullet ricochet off something close to her, and she could see the remaining two shooters were on their tail—their reflections looked otherworldly in the display cases.

Nolan slowed to a stop at the end of a hallway. The decorations were done now—they were at the point in the museum where visitors would round a corner, surrounded by white walls with painted quotes on them, and then take the staircase to the next floor. He pushed her toward the corner, motioning for her to keep going with his gun.

"Go!"

"Nolan," she hissed breathlessly, her lungs almost collapsing in on themselves. "What are you doing?!"

"I can take them—"

"No!"

"Just run, Max! Go down and get out!"

She took two steps away, and then stopped. "Nolan, just come on!"

She couldn't see anything but her brother, standing there at the end of the white hallway with a quote from Stonewall Jackson traced onto the wall.

Press on, press on, men.

"Nolan!"

He stiffened when they both heard noisy boots clomping into the hall, and then fired two shots at the unseen intruders. She wasn't sure if he hit anything, but before she could ask, the shooters retaliated. One moment, her brother was there, and then next, his face was splattered across the white wall behind him. Max screamed; it was a hoarse, breathless scream that hurt her throat, but made no sound.

Her knees buckled when he staggered back against that damn quote and slid down the wall, blood trailing onto his clothes and the spotlessly clean floor beneath him. One knee gave way fully, and Max fell, unable to look away from the sight before her.

She always thought he'd die in a desert somewhere, surrounded by foreigners and soldiers.

She wanted to throw up, to scream again, to sob. But she heard the boots moving, along with voices that were muffled in her ears, and she forced herself to get up. It was a challenge, and her numb body slammed into the wall as she tried to push forward to the staircase. Somehow, she forced herself through the door that was too heavy and into the stairwell, but she went up rather than down, only realizing her mistake when she was on the third floor. Her shoes made it difficult to get anywhere fast, as her legs were shaking so violently that it was a miracle they worked at all—she ditched them in an ornate barrel.

There was no time to stop and contemplate her next move. The footsteps that thundered after her echoed her racing heart, and rather than locking herself in the office or the break room, Max darted into one of the housing exhibits. Without really thinking it through, she climbed under the obscenely thick skirt of female mannequin standing in front of a washer bucket. Both the bucket and skirt offered her protection, but she still clamped a hand down over her mouth and shut her eyes when the voices grew loud again.

"…the face," she heard one bark, his voice both too deep and nasally to be human. It wasn't human. "He's useless without the face."

"No body is useless," the second insisted, and Max stilled painfully when she heard them march by the display. "We will find a use for it."

"And the other?"

Then they were silent, and tears rolled down her cheeks when she heard—and felt—the floorboards of the old kitchen display creak. She listened, ears straining, as they marched through, checking in cupboards noisily and even in the wash bucket in front of her. She couldn't breathe. She held her breath for so long that she started to get dizzy, and still she pushed on until they were gone. When she heard them going through the office, she let a shaky breath out at last, but she stayed perfectly still until it was clear they were gone for good.

The third floor grew silent. There were dull noises from the outside—her display was nearest to a window—and she sat there for what felt like hours until she was sure there was no trace of the shooters skulking in the shadows.

Max crawled out from beneath the heavy fabric wearily, on her hands and knees, but she couldn't get herself upright. Instead, she fell inward as the floodgates opened, and she curled into a ball on the floor, hyperventilating until she couldn't anymore.

Loki was still unsure if the Pagurolids flourished in chaos. After all, their goal in life seemed to be that they would move from planet to planet, taking and using and destroying until there was nothing left. However, the way they handled the uprising was very clinical and tactful, as though it was simply something that needed to be done.

As Carl had told him, Loki led the invasion. He descended from the sky in a glorious Chitauri chariot with a few soldiers flanking him on either side, and he fired the first shot. The device that had been implanted in his mouth eons ago propelled him onward, growing more painful and intense whenever he hesitated. He knew where it was. It was a black tooth that lived where his last molar ought to, and he had tried to yank it out on countless occasions. That was their leverage. He didn't want to be the king of this realm. He didn't care to lead an invasion. He certainly did not want to return to the pit, mind you, but otherwise he would have flatly refused the arrogant Pagurolid.

But he didn't, and here he was, marching through the rubble of an overtaken Manhattan. The soldiers lay dormant until he started the attack, and then he watched them pour through the streets like a black plague of some kind. Loki was told that the footsoldiers were not to kill, but to capture—he had seen countless human bodies strewn this way and that in the aftermath of the attack. He was untouched, naturally. No one could get to him when their own people were turning on them, herding them out of buildings and into designated zones.

He had no idea if the lower ranking Pagurolids believed he was indeed their king, but many acted as though it were so. They bowed when he marched by, uttering words of praise, though the heavy-set fellows who kept an eye on him surely knew he was as much a prisoner here as the humans were—the real humans.

His expression was grim. He showed no outward delight in the carnage, and only fought back if the situation was dire—and it rarely was. His bodyguards were effective and ruthless. No Avengers filled the skies, and from what he heard, a warning had been issued: if governments retaliate, humans will die on the island of Manhattan. The bridges and tunnels were gone—flooded or bombed—and all the people here were captives.

Captives, hostages, body suits…

Loki pitied the strong. He watched the Pagurolids throw weak men, women, children, and the elderly into countless caged holdings that were built in the streets. These would be the slaves, the servants to the new rulers of the planet, while the strong would be gutted for incoming Pagurolids. The weak would eventually die too: they would be left with a wasted planet, and from there they would wither to nothingness.

His bodyguards directed him onto a narrow street just as the sun started to set. They had been marching through the downtown core for hours now, as though Loki wished to take in the destruction for himself, but really he was walking until they told him to stop. A makeshift scepter hung loosely in his hand, and he stepped over a dead body without so much as flinching.

They passed a metallic cage, one that was narrow and rectangular. It looked like the metal fences he had seen when he lived on this planet, the ones that surrounded the college campus. It appeared that the occupants could climb it if they dared, but the loitering Pagurolid soldiers in black seemed to make them think better of it. They fell silent as Loki marched by, their beady eyes on him. He stared back blatantly, and he knew precisely what he saw: fear, horror, rage.

Understandable emotions.

"We've readied a retreat for you, my king."

He arched an eyebrow at the Pagurolid who approached him and his entourage. He came from a group of soldiers huddled over a table with several maps spread across it. The streetlamps flickered, and Loki glanced upward lazily, watching the street come to life as the sun set. There were a few tents set up beyond that table, and he wondered if one was for him.

"Oh?"

"Here," the soldier beckoned, motioning for him to follow to the left. He was faced with an antique furniture store—based on the signage—with the windows blacked out. It seemed to have been done recently, perhaps to give Loki the illusion of privacy. He looked back over his shoulder at the group of Pagurolids. His strength was returning slowly without daily torture, but he had not the power to take out all of them on his own.

He licked his lips, nose wrinkled as the soldier bowed low. He was supposed to go into his cage for the night. Sighing, he stepped forward, and once he was inside, the door swung shut behind him. It was still clear (aside from the grey lettering that indicated the shop's hours), perhaps so he could be watched if the need be, and Loki glared at the Pagurolids on the other side.

"We'll have your supper soon, my king!"

They seemed quite pleased with themselves as they peeled off, their visible lips curving upward into grins. Jaw clenched, he turned back to survey his newest cell: there were a number of strange couches scattered everywhere, along with some wooden cabinets that appeared to be quite old indeed. A single bed sat at the rear of the store, and although it was small, it looked comfortable enough.

He was in no mood for food, but he would probably eat whatever they managed to bring him. Biting the inside of his cheek, he stalked back to the door, eyes narrowing in on the pair of guards who hovered nearby. The sun was gone now, though the soldiers had set up a number of artificial lights to keep their workspace usable. One strong light shone on the prisoners, many of whom were curled up in the corners of the makeshift cage. His eyes drifted to the building across the street and they swept across its large columns and wide steps.

A Civil War Museum, according to the gold letters over the door.

He pursed his lips—how fitting.

AUTHOR'S NOTES:

So I was a wreck planning and going over the details for Max's section of this chapter. Like. I was a mess for a long time, and I went back and forth about Nolan's fate, and this was where I always ended up. I never wanted to have him taken by a Pag, but rather go out defending someone he loves. And now I'm done. DONE. Too many angsty feels inside me about Nolan, and I'm done.

I'm so thrilled that many of you are sticking around for the sequel! A guest reviewer lamented about wanting this story to be about Loki and Max, not Spiderman etc., and I just wanted to say… It is about Loki and Max. So. It is. Just be patient.

My biggest fear for this story is losing Max's loveable ordinary qualities. It's clear she is in a vastly different situation now than she was in The Sky is Falling, so I don't want people to expect the same mundane happenings that took place there to happen here. It's a different setting, different time, and Loki and Max are going to continue to develop as characters throughout the massive arc that this story has.

Also, the titles for the prologue and this chapter come from Titanium by David Guetta and Sia. I decided to do a sequel while imaging a scene to that song, hence the tribute. Bam.

Anyway. I'm just happy you're all here, and the positive responses to the prologue were overwhelming and amazing. I just feel so lucky to have such awesome readers and reviewers. Until next time, my pretties!