MIRKWOOD

In the dark, quiet, and decayed forest of Mirkwood, over Guldur Orcs of Azog and Sauron's army were ordered to stay behind in the dark forest of Mirkwood that surrounds the old, foul fortress of Dol Guldur, and guard the entire perimeter and keep their eyes open for intruders that should try to make an attempt to rescue prisoners. So many of these soldiers were armed with swords, spears, or axes. Under Sauron's orders, the commanding Orc officers were to await the arrivial of other races on Arda to ally with the Dark Lord's conquest. Among the colonized races that answered to the Dark Lord were the Tyclosians. The Tyclosians had

Somewhere miles away from the fortress, a very large battalion of Guldur Orcs were scounting the perimeter on the eastern side while were scouting the eastern side which led them near an enchanted river. Suddenly, each and every orc were been snached away by over 1,900 hooded figures that had been jumping around the dead branches of Mirkwood and used their own stealth to keep themselves from been spotted by the enemy. These hooded figures were revealed to be vampires. Each and every hooded vampire figure were revealed to be women. These vampire ladies were recognized as the "Brides of Dracula", a female vampire military force that serve the Vampire Nation under the command of Vlad Dracula. Among the vampire ladies were Nikolett Bodo, Marissa Constando, Bettina Kaposvar, Emese Kisfaludi, and Velanna Lupescu, who smirk in delight in confronting their new foes.

Slaughter was heard from another battalion of Guldur Orcs and a group of Ogres. As they begin to check, a yellow-suited individual, who was moving at an incredible rate of speed, clashed into the orcs and ogres. With a single strike at speed, this suited man managed to take down the entire battalion in minutes. His named Robert Leslie Frank, who was known to his country as the famous "Whizzer". The noted son of Doctor Emil Frank, who was a good friend to Howard Stark during his childhood years, Robert was bitten by a cobra. A mongoose subsequently appeared and killed the cobra, but itself was severely wounded in the fray. His father, earing for his son's life, recalled an old wives' tale and injected the mongoose's blood into his son's veins. After his father died of a heart attack brought upon by the shock and exertion, but Robert recovered, and found that due to a strange reaction of his apparently mutant physiology to the mongoose blood, he had developed the ability to move at superhuman speed.

Originally intending to continue his father's work, Robert Frank eventually became inspired by the proliferation of superhumanly powered crime-fighters in the United States, and returned home to develop the identity of the Whizzer. In the years prior to World War II, the Whizzer achieved limited fame as a costumed crime-fighter. It was during World War II that the Whizzer became nationally famous. Shortly after the United States entered the war, a team of Allied champions known as the Invaders were captured by HYDRA led by the Red Skull, who planned to brainwash them as his loyal champions. It wouldn't be long when the famous Whizzer managed to rescue the team with the help of his crime-partner Miss America. Shortly after rescuing the Invaders, the Whizzer and Miss America were attracted to each other, and traveled together to New York City where they would get married.

"Sorry for bumping into you guys," Whizzer joked after he took the battalion.

"You really need to be careful on how you count," Miss America said as she slowly floated gently down to the ground. "Cause there's thousands of these savages that are lurking around the area."

"Seems to me they don't know we're here, so whatever Agent Carter tasked us to do, will sure as hell make it fun and easy," Whizzer jested with a chuckle.

"Our job is to cause a very huge distraction," Miss America tasked. "We gotta make good on this."

"Well, I can see you why everyone calls you Miss America for a reason," Whizzer grinned.

"Because I have super strength, durability, stamina, and speed like Captain America?" Miss America sighed. "Well, almost, cause I have the ability to fly."

"Well yeah, that too," Whizzer nodded to her words.

"Then let's get to it," Miss America said, taking a deep breath and immediately flys up and circles around the fortress, but doesn't get to close due to Sif's warning.

Somewhere else, a group of Orc scouts were checking a different perimeter. However, they didn't notice that someone just threw a grenade directly below their feet. Seconds soon, the grenade blew up, sending the group flying around and landing on the ground dead. That explosion caused a massive alert to the Orcs of Dol Guldur, causing them all to move into defensive positions and defend the fortress in the name of their dark master Sauron, who had disguised himself as the Necromancer for eons during the Third Age. A large force of 9,500 armed soldiers, led by Major Hank Kelly, moved slowly through the trees with their guns held in front and locked in their hands. They slowly move up to a hill, and once Major Kelly gave the signal by lowering his arm as a sign to attack now, they begin the ambush by shooting as many Orcs down and throwing dozens of grenades in every direction.

Major Hank Kelly, better known as "Combat" as his own personal nickname, was a soldier who served in the United States Army during World War II and the Korean War. Earning a lot of medals for his heroism in saving many lives, soldier and innocent alike, Combat would often place himself in seemingly impossible situations and survived unscathed. When he wasn't in combat situations, he enjoys to smoke and charm any woman that passed him by. Not much is known about his past, and there is conflicting information based on his claims. He has stated that his father was a soldier in World War I who often told him stories about the war. However in another account, Combat claimed that he didn't know who his parents were due to the fact that he was an orphan. When the Untied States entered World War II, Kelly was deployed to Europe where his fearlessness earned him the nickname "Combat" while battling HYDRA forces alongside Captain America. During his tours of Europe, Combat was regularly under the command of Captain Thorn and Sargent O'Hoolian of Baker Company.

"FIRE!" Combat highly yelled, ordering his men to keep on firing.

With so much explosion been heard all around the battleground, many of the Orcs, along with hundreds of Ogres and dozens of Olog-Hai, had been mounting a defensive position until they heard the sound of a very loud war cry from a different direction. Emerging from the shadow, Orson Randall, Karl Kaufman, René Duquesne, Gordon Fitzwilliam Dare, and Hugh Fitzwilliam Dare were leading an army of 31,000 armed ninjas of the Army of Thunder that were sent by Master Lei Kung to provide aid and support in hopes to confront Sauron, now that they now he has returned. Armed with weapons of their own, the Thunder Ninjas begin to fight by using their martial art skills and using their weapons to cut down many orcs and ogres in their path.

The Deadly Dozen was also joined by masked man who is named Thomas Halloway, who was nicknamed "Mr. Taylor". A descendant of Hadrian Harmon, Thomas Halloway was the son of Taylor Halloway and the older brother of Robert and Simon Halloway. After his mother died of childbirth, Thomas and his two brothers lived with their father, who worked as a prison warden. As he was growing up, Halloway was instructed by various experts who had taught him everything. Thomas was also taught by the prisoners, who passed on the secrets of the underworld. When Thomas discovered that one of the prisoners was about to be electrocuted he saved him. For this deed, Thomas was dubbed an "Angel" by the inmate.

When Thomas reached adulthood he decided to become a private detective within the SSR, and also adopted the costumed identity of "The Angel" to fight crime. During an adventure, he and his two brothers saved a 4,000 year old woman, who gave them the ability to extend their lifespans. In token, the woman gave them gifts, in which she gave Thomas the Cape of Mercury. He fought in the war against HYDRA and would later join the Strategic Scientific Reserve, but during his career, he would fight crime on his own, saving innocents and handing criminals over to the police. Halloway is known to be a very skillful detective during his work for the SSR and S.H.I.E.L.D.. He dislikes cursing and never says them.

Halloway also had wide variety of skills in his prime. He was excellent hand-to-hand combatant and acrobat. He was also accomplished disguise artist, occult scholar and pilot. He had knowledge of many languages, some quite obscure like Greek spoken in 2060 BC. occasionally seemed to have superhuman strength during the 1940s, possibly linked to his advanced aging process. In the the early stages of war while fighting HYDRA in Poland, Halloway was able to jump to the top of the high building. He also leaped to catch a flying airplane and smashed his fist through its metal body.

Agent Peggy Carter knew Thomas wouldn't back away from someone who would ask for his help and selected him first while helping Lady Sif began her search for more allies to help her to confront this ancient evil that was preparing its return. At first Thomas thought how crazy it seems, but upon seeing what Lady Sif could do, he didn't turn away. Thomas Halloway staes directly at the battle and uses the Cape of Mercury to fly. Flying around the perimeter of the battle, he takes out his two Lugers and fires at a number of Orcs and Ogres down below. One orc tried to shoot him with an arrow, but Halloway saw the arrow fly towards him and dodged. He then aimed his pistol and shoots the Orc archer directly in the forehead.

Throughout the fight, the Dare Twins wore their shining armours, carrying their swords and shields, and charged first to fight a group of mysterious Armoured Castellans that too served the Dark Lord. Nameless and with no will of their own, the dreaded Castellans of Dol Guldur are eternally bound to the Dark Lord's command. René Duquesne used his foot to kick a dreaded Castellan into a hole. He swung around and removed his sword out to swing it, cutting castellan's head armored head off until its body crumbled to fust while its armor and weapon remained behind. Karl Kaufman did his part in using his own fighting moves, in which he tackled another Castellan down and tried to punch him really hard twice. As he did, two Orcs tackled him, but Kaufman broke loose before René Duquesne was about to come to his aid. Kaufman grabbed a sword from one of the most largest orcs that tackled him and struck them down in seconds.

"Which way is the fortress?" Sir Steel asked, looking around the forest and stabbed an Orc that almost ambushed him.

"Honnêtement, je n'ai aucune idée," (I honestly have no clue.) Crimson Cavalier answered in french.

"We need to find Carter," Silver Squire said.

"You guys hold the line here, I'll find her myself," Orson ordered and chose to find Carter himself.

Kaufman, who had just finished killing an armored Castellan with his weapon, turned to see Orson leaving them and dashing into the forest with his hands glowing and using them to punch a number of enemies in his way. He looks on his disappointment. "Great, so he just leaves us here to fend on our own?"

"I'm afraid so," Sir Steel replied.

Kaufman sighed in annoyance and grabbed him, pulling him closer to meet his face a bit. "No this, I didn't sign up for this s***."

"No, but we're not alone while we have our ninja friends from K'un-Lun to back us up," Silver Squire remarked.


A couple of miles away, many more Orcs, along with a few hundred Armored Castellans, heard the sound of the explosion, fighting, and gunfire. They quickly fan out and search for where it came from. Four of them were checking around and reached the spot of where the explosion came from. That was when they came face-to-face with a pureple-hooded figure. The figure was very tall while keeping his appearance hidden under the robe. The Orcs snarled and drew their weapons out to engage him. The purple hooded man clenched his right fist and of shock, the Orcs saw that his hand was glowing. Immediately the man sent out a burst of mystical energy which killed all the four Orcs, and then he ducked when a large wooden club was swung directly at him.

The club came from a pale, ugly-looking Ogre. The purple hooded man dodged a couple of stikes and used both his hands to grab the Ogre's club and tossed it aside. The Ogre tried to fight back by using its fists to attack, but the purple hooded man used the might of his strength and durability to lift it high up, like he weight lifting. Then, the purple hooded man threw the Ogre into a group of Orc Hunters that had joined the brawl. As more Armored Castellans and Orcs were approaching him, the man removed his robe and hood to reveal his whole body and face. His skin was brownish-black, having black hair and light brown eyes. He wore an outfit that was ancient Egyptian.

The man's name was Abdul Faoul. Abdul Faoul was an Egyptian who hailed from the country of Egypt. Like his forefathers before him, he was leader of a very long and large ancient society of honorable warriors called the Sons and Daughters of the Scarab, who were known as the Protectors of Egypt. During World War II, Faoul led his warriors to end HYDRA's control over Egypt. Each and every warrior of his wore ancient Egyptian costumes, likening themselves to the modern servants of the past Pharaohs. He was recognized as one of the world's greatest heroes that fight to save humanity from falling. According to ancient times, the Sons and Daughters of the Scarab had once ventured to Arda when they heard of Sauron's plan to conquer the universe. With the help of the Masters of the Mystic Arts, Abdul's ancestor had led an army of 941,000 warriors to lay siege on Barad-Dûr and end Sauron's reign once and for all.

Faoul makes a whistling sound, alerting more than 38,000 of his best and skillful warriors to emerge from their hiding spots and prepare to ambush the enemy. As every warrior had ambushed a whole load of Orcs in every corner of the dark forest, one Orc held his sword in defense, but that was when a someone used his claws to end the Orc's life before he could engage. The Orc collapsed to the ground dead, revealing a blond-haired man that was responsible for killing the Orc. His name was Victor Creed, also known as the Sabretooth.

"RRAAAAAAAHHHHHH!" Sabretooth roared in fury as he continued to attack more Orcs, Armored Castellans, and Ogres.

While Sabretooth had been fighting and killing his enemies beside Faoul, a blue-costumed man walked cooley out of the trees shoved a few Orcs out of his way. Two Orc Hunters tried to shoot him down with their weapons, but the blue-costumed man kept on walking as if he was ignoring the pain, but he wasn't. Along with him was a mysterious man, who dressed himself in armor made out of pure vibranium. He even wore the mask of a panther, covering his entire head to hide his actual identity. His name was Azzuri, son of T'Chanda, King of Wakanda, and leader of the Panther Cult that served as his army of special trained warriors of men and women alike. Azzuri tightly held his spear that was made of vibranium also and stared directly at the enemy he attends to fight against. He wheeled his weapon and threw it fast into a Stonian Lurker that tried to ambush Faoul. Faoul turned to face Azzuri and gave him a nod, in which Azzuri nodded back. He turns around to face an army of about 41,000 Wakandan warriors of the Panther Cult.

Over 3,000 years ago, the Wakandans were also involved in the War of the Last Alliance in order to end Sauron's reign of terror from happening with the help of the Masters of the Mystic Arts. Like the Sons and Daughters of the Scarab, the Wakandans were considered one of the most honorable allies to help the Free People end Sauron's attempt to conquere the universe. During the Last Alliance, a strong Wakandan King known as Mamadou Fall led an army of 39,000 special trained elite warriors to cut down enemy lines single handley, something that involved in Sauron's defeat at the hands of Isildur. Mamadou Fall, along with his friend Lord Elrond of Imladris and Círdan, tried to convince Isildur to destroy the One Ring. Falling under the Ring's sway, Isildur refused to destroy the Ring claimed it as a weregild for the deaths of his father and brother, and an heirloom for his House. Rather than stopping him, Mamadou decided to let him go, but warned the king that the ring will lead to his downfall.

After the fall of Sauron and Isildur returning to Gondor to proclaim his Kingship in Arnor and sovereign lordship over the Dúnedain in both the North and the South, King Mamadou and his warriors decided to stay in Middle-Earth for a while to search for any signs of remnants of Sauron's forces. He left 250 of his warriors to keep a close eye on Isildur. However, these warriors were given a task to try to claim the One Ring and take it back to Mordor to destroy it due to Lord Elrond's warning. Along with 1,300 ninjas of the Army of Thunder and 1,100 Sons and Daughters of the Scarab at their side, the warriors of the Panther Cult accompanied King Isildur, who was wanting to return to his own realm in a haste, for he wished to go first to Rivendell, and find his wife and youngest son Valandil. That was when they were ambushed by a remnant of Sauron's loyal soldiers that were tasked to recover the One Ring. This led to an open battle, in which led to Isildur's death and the One Ring was lost.

Throughout the Third Age, many of the Wakandans had visited Middle-Earth, seeking to explore the lands that have once belonged to the ancient Kingdom of Angmar. During the Angmar War, the King of Wakanda led an elite force of 1,300 warriors to help in the defense of Imladris, and centuries later, over 20,000 Wakandan warriors were dispatched from their kingdom to help the Gondorians fight off the Easterlings and Haradrim that were assaulting Ithilien. Decades later, the Wakandans would eventually get involved in the battle of Fornost to fight off Er-Mûrazôr's forces, in which 30,000 of these mighty warriors managed to use their vibranium weapons to overwhelm the Witch-King's forces. During the Wainrider/Balchoth War, an army of 24,000 special trained warriors were sent by their king to reinforce the Gondorians and the Rohirrim to fend off the Easterlings.

Following the end of the War of the Dwarves and Dragons, many of the Wakandans sought to do business with the residents of Rhovanion, which included the Dwarves of Erebor and the Light Elves of the Woodland Realm. Throughout the Great Peace, the Wakandans worked with the people of Dale and even wandered the splendid halls of the Lonely Mountain. That was when Smaug descended upon the mountain in flames, and over 400 warriors of the Panther Cult aided the Dwarves in defending the entrance of Erebor. Despite the power of Vibranium, the Wakandans failed to slay the beast, who made Erebor his new dwelling. With Erebor gone, an army of 2,700 elite warriors of Wakanda provided support to the Dwarves of Erebor to help reclaim the ancient city of Khazad-Dûm. However, it turned out that the Orcs of Mount Gundabad had gotten their first, which led to a serious battle outside the eastern gate of ancient city.

"Yibambe!" Azzuri yelled in his war cry.

"Yibambe!" The Warriors of the Panther Cult chanted back.

"Yibambe!" Azzuri yelled his war cry twice.

"Yibambe!" The Warriors of the Panther Cult chanted back again.

After chanting, King Azzuri and his warriors of the Panther Cult let out a fierce war cry, and they all charge to meet the enemy head-on. Vibranium Spears were flown in every direction, a masses of energies which blew a number of Orcs in every direction of the dark forest. The Wakandans waited for this day to finish what their ancestors had done in helping the Free People fight against Sauron.


During the midst of the battle, two Orcs leaped out of a tree to ambush Lady Sif, who was fighting off a pack of Warg Riders. After Sif just finished slashing and killing a massive Orc Grunt with her double-bladed spear, Orson Randall came over to help and summoned the power of the Iron Fist, clenching his fist calmly to allow the chi to glow all around it. When an incoming Warg Rider was approaching to him, Orson used his glowing fist to send the warg rider flying backwards into a tree. He turns around to face the two ambushing orcs. However, the orc on the left struck down the orc. Orson gave the orc a nod, in which his eyes glowed yellow. In the flash, the orc shifts into a tall, beautiful woman. She had red hair, yellow eyes, and her whole body and skin was blue. Her name was Raven Darkholme, also known as Mystique.

Mystique was an enhanced human mutant who had the ability to psionically alter the formation of her biological cells at will. As a result, she can cause herself to look and sound like an exact duplicate of any human, humanoid, or semi-humanoid being of either sex, wearing virtually any kind of clothing. Her control is so exact that she can precisely duplicate another person's retina pattern in her own eyes, finger, palm and skin-pore patterns on her own hands and skin, smell to overlap the original being, and vocal cords to match voices to the point of corresponding voice prints. After her enhancement Mystique showed the ability to adapt her body depending on her situation at the time. She was able to camouflage her body according to her surroundings, shift her organs into her lower extremities, and mimic the textures of metals. Her metamorphic powers have retarded the degenerative effects of aging.

Born in the early 1860s, Raven Darkholme was twelve years old when she was raised by the Hand, an ancient and powerful ninja clan with the ultimate goal to gain immortality. As she continued to grow up, Raven became a highly skilled combatant for the Hand and was chosen by the founders to be part of he ritual since she saw her to be a great weapon. This ritual would give her the ability to shapshift into anyone she sees and eliminate the outward signs of aging. After Hand's loyalists cracked open a blue meteorite, which was said to have landed on Earth decades ago, releasing a blue gaseous substance that began to absorb within Raven's body, Raven laid awake as she felt the pain inside her body which began to change blue and her eyes changing shiny yellow. Now known as "Mystique", she was assigned by her mentor to go on important assignments while the Hand was making preparations to search for more dragon bones.

At some point, Mystique reportedly abandoned the Hand after she refused to kill a target, who had a family that loved him. This changed her personality and Mystique spent the last decades avoiding the Hand. No longer loyal to her superiors that hunted her down, Mystique had been hiding in the Mexican Sonoran Desert, working as an outlaw, but that was when she was arrested and about to be executed by a firing squad due to her blue skin, which had led the locals to believe she was a witch. As she was blindfolded and tied to a post, she managed to somehow survive and kill the guards. Over the past decades while on the run, Mystique was enlisted into S.H.I.E.L.D. and became one of Director Peggy Carter's contacts.

"I didn't know you could do that," Orson responded in confusion.

"That's because I can morph into anyone I choose to meet face-to-face, including yours," Mystique replied as she morphed into Orson Randall.

"New favor, try not to do that in front of me," Orson warned.

"Sorry," Mystique sarcastically responded. "Just try and keep your ass up. We're suppose to be going that way." She pointed directly to where the old fortress was.

"It won't matter, there are too many Orcs, Sakaarans, Xantareans, and Ogres surrounding the whole perimeter," Sif shook her head.

"Its only a matter of time before this Dark Lord you talk about will probably call in for reinforcements," Mystique stated.

"She's a solid point," Orson said. "We may have an army of allies, but its not enough. The whole area will soon be surrounded and will have a chance to rescue your friend."

Suddenly, the three began to hear the sound of yelling approaching their direction. They turn their heads sideways, and at a split moment, a group of armed men emerged out of the trees and openly charged with their armed weapons.

"Who the hell are these guys?" Mystique asked.

"Reavers," Sif answered aggressively with twilring her weapon and ready to strike at them. "Arcturian Reavers. Very aggressive in their hearts."

"They look human to me," Orson described their appearances.

"No, they're not," Sif told him. "They make look Human or Asgardian, but these Arcturans come from the planet Arcturus."

"Then what are they doing on this planet?" Mystique asked, confused. "That's what I want to know."

"Perhaps I should answer that later," Sif sighed, not wanting to bother answering her question.

"Which is why we must buy you enough time to get you into the fortress," Orson decided of a different plan. "The Blue Lady and I will take care of these Reavers for you. Get to the fortress and save your friends."

"Its Mystique," Mystique sighed by correcting him in annoyance.

"Sorry," Orson sarcastically apologized like the way she responded to him a few minutes ago.

"I won't leave you two to your fate," Sif rejected the idea.

"We didn't volunteer for this, but we know what's at stake here," Mystique reminded.

"No time to argue, my lady, get to the fortress, now!" Orson ordered.

Sif moved away while Mystique and Orson Randall, who then lit his fist up, openly charge towards the Arcturian Reavers. She could hear the fighting from behind and had been running pass Sabretooth, who continued to slaughter more Orcs that were attempting to surround him. She also passed a number of other individuals that had recently been called in by Peggy Carter to be enlisted in her mission to rescue Gandalf. She turned to see a legal faction of special trained enhanced individuals, who were part of the Specialized Unit, Enhanced Soldiers, were called in by S.H.I.E.L.D. to provide support under Director Carter's orders. Among the members of the combat unit were William Byron, Roddy Colt, Frank Cortez, Davey Drew, Robert Foster, Leonard Gade, Elton Morrow, Patrick Murphy, Peter Noble, William Prince, Larry Scott, Robert Strong, and Perry Webb.


There, she ran into Agent Peggy Carter and a blond-haired woman named Louise Grant. Louise Grant, going by the name Weezi as her favorite nickname, was a secretary to Agent Mark Mason of S.H.I.E.L.D.. Enamored with her boss and wanting to help him break cases, she surreptitiously donned a floor-length red evening gown, black domino mask, and high heels, and ventured out at night fighting crime as the costumed crime-fighter the "Blonde Phantom". She developed a romantic interest with her boss and married him. After Mark's death, Louise was left to look after her children and mourned him deeply. She continued to work for the SSR until it merged into S.H.I.E.L.D. and became one of the best highly trained agents that Director Carter viewed to be the best in combat.

"DOWN!" Peggy yelled for Sif to duck when she aimed her Thompson Submachine Gun directly at a group of Sakaarans.

Sif ducked, and allowed Peggy and Weezi to fire a whole load of bullets at the enemy. The Sakaarans were shot in different directions of their bodies and all landed on the ground dead. Sif rose to her feet and was amazed by the advanced weaponary the Humans of Midgard made.

"I'm impressed with these toys you carry," Sif remarked.

"Is that a remark or an insult?" Weezi asked with a grin.

"Cut the chatter," Peggy ordered. "Louise, find Agent Sitwell, get him and his men to seize the fortress."

"What are you gonna do?" Weezi asked.

Before Peggy was about to answer, a massive, a dark-greyish Olog-Hai slowly emerged from the trees and let out a roaring sound. It was over 30 feet tall, in which it would take about over a hundred men to take down a beast. Just as the Olog made its approach, Angie Martinelli, dressed in a blue and white suit which had a skirt as well, stepped out of the trees to meet the creature. Better known as "Angie", she use to work as a waitress at the L&L Automat, a restaurant located somewhere in New York City. Seeking to become an actress, she auditioned for many roles, including the part of Betty Carver in The Captain America Adventure Program but did not receive the role, losing it to Arlene French. She served Peggy Carter her dinner one night when a returning veteran harassed her about the food he had gotten. A few years after World War II ended, Angie earned her chance to become Hollywood actress and was hired to a film shooting in the continent of Africa. During the shooting, Angie was exposed to an unusual substance when she accidentally shattered a crystal.

After recovering, Martinelli discovered that she could expand or shrink her body at will, from hundreds of feet tall to microscopically small. However, she gained greater control of her powers very fast since she already knew how to use them. Despite having the power of expansion which allow her to become as large as a skyscraper, Martinelli is able to stretch her limbs far beyond their capabilities when she was able to stretch her arm multiple feet across a room. Her physiology has stalled her aging as she looks exactly the same back in the 1940s and would have a long lifespan. Also, he elasticity grants her a degree of immunity to attacks. Now known as "Elasti-Girl", Angie wants to use her powers for good. As she fought bravily against the Olog, Angie wasn't the only person that Peggy called in for backup. S.H.I.E.L.D. was in contact with other known factions that would provide any sign of support, no matter well it would be. Behind her was a massive army of 76,000 knights that were known as the "Crusaders" led by Roger Aubrey, Roger Dicken, Wendy Hunt, Thomas Lovejoy, Patrick Mason, and William Nasland.

The Crusaders was an ancient military society that existed for over a thousand years. It is said that these special trained knights of Europe came together and would join forces by entering the world of Arda, and provide their aid to the Free Folk of Middle-Earth during the final years of the Angmar War. It was also said that over 1,508,000 Crusaders arrived to reinforce the defenders of Gondor to drive off the Easterlings and Haradrim that were invading northern and southern borders of Ithilien. A few decades later during a battle within the plain between Nenuial and Fornost, an army of 1,194,000 Crusaders arrived with the help of the Masters of the Mystic Arts to turn the tide of the battle against the Witch-King of Angmar and his dark forces. Centuries later, an army of 65,000 Crusaders were involved in aiding the Dwarves to reclaim the ancient city of Khazad-Dûm.

Roger Aubrey, commonly known as "Dyna-Mite" as his personal superhero name, was born in the city of London, the capital of England. Just prior to the outbreak of World War II, Aubrey was captured by the Nazis, but would eventually make his escape and return to England with the help of his friend Brian Falsworth. At some point, he was exposed to the variant of the Super-Soldier Serum which had enhanced Brian's physical prowess, which would retard his own aging and keep him fighting fit for decades after the end of the war.

Roger Dicken, also called "Captain Wings" by his friends and family due to his skill in flying, came from an upper middle class English background. He, like his fellow Crusaders, was a great patriot of his country and had wanted to help by enlisting for military service. Unfortunately they were all rejected for various reasons; Captain Wings had a slight heart murmur, which kept him from joining the RAF. After being given his special wings, Captain Wings joined the newly formed super-hero team called the Crusaders.

Wendy Hunt, also known as "Ghost Girl", was born and raised in Scotland by a very wealthy family. Her father had recently worked on a machine that he was planning to share with the King of England during the time of World War II. After a terrible accident, Wendy was given the power to refract light, so as to make herself appear to be a meter away from where she really was.

Thomas Lovejoy, nicknamed "Tommy Lighting", had a good life with his family until he had to be drawn into service to fight against the Nazis. After suffering fro ma terrible accident during a storm, Thomas gained the ability to draw in and project electricity. He used this ability in his first appearance to draw electrical energy out of fallen live wires following a Nazi blitz of Britain. There, he was known as Tommy Lightening and would his power to fight crime.

Patrick Mason, better known as "Thunderfist", was a large man, who wore special gloves that enhanced his strength. He used these gloves in trying to help British soldiers put out a massive fire that erupted following a Nazi blitz. Thunderfist used his strength to knock rubble down on top of the fire and smother it.

Lastly, William Nasland, on the other hand, had been a wearing costume that was closely related to the famous Captain America. He carried a red-colored sword and shield that was same color Captain Steve Rogers held as a primary weapon in combat against HYDRA during World War II. Known as "Spirit of '76", William Nasland wasn't a powered superhero like Captain America, but was known to be a brilliant all-round athlete and a superb hand-to-hand combatant. He first came to prominence during the early 1940's as a costumed adventurer who fought against HYDRA espionage in the United States. He took up residence in Great Britain to serve as a member of the Crusaders, a British team of superhumanly powerful champions who intended to battle HYDRA. He became the sole founding leader of a team called the Crusaders. Nasland was a great leader to the Crusaders, training new team members to became great fighters and how to use their skills in combat.

A few years later, he and the Crusaders would provide their assistance to Captain Steven Grant Rogers and the Howling Commandos on a mission to sneak inside Berlin during Allied air raids in order to capture one of HYDRA's secret lock boxes that contained classified objects. They were joined by the original Red Guardian, whom Nasland was at odds due to their differences in political ideologies. Despite this, the quartet of heroes chased after the Red Skull to stop him from escaping with the lock box. While Spirit, Patriot, and Red Guardian kept back Nazi forces, Cap and Red Skull battled it out in a bunker while bombs dropped from above. Cap managed to escape with the lock box, while the Skull was seemingly killed. Nasland came to believe that Rogers had perished and promised to honor Roger's legacy.

When more Orcs had been crossing by the forest, the Crusaders tighten their weapons and openly charge against the soldiers, thus fighting and striking as many they could see.

"Agent Carter, thank you for inviting us," Dyna-Mite responded.

"The pleasure is mine Mr. Aubrey," Peggy grinned, reloading her weapon.

"There are more Orcs coming in every direction," Ghost Girl informed.

"Yeah, these foul creatures always try to overwhelm our defenses, but not today," Thunderfist scoffed. "Let's give them fist filled with the might of thunder."

"Right behind ya lad," Ghost Girl heavily breathed. "I do recall a time that our ancestors fought bravily in the Battle of Fornost, Battle of the Field of Celebrant, and the Battle of Khazad-Dûm."

"Gonna get to the fortress," Peggy answered Weezi's question.

Angie turns around to face Sif and Peggy, giving them a wink. She turns to face the Olog-Hai, who was swinging its hammer, ready to strike at her. Angie smiles as she begins to expand her body and reaches to the exact same height as the Olog-Hai. The Olog raised its hammer, but Martinelli stretched out her arms and wrapped them around the hammer. She continued to hold on tightly to the hammer as the Olog struggled to break free. Nasland charges to aid Elasti-Girl and landed his sword onto the Olog's foot. The Olog let out a huge squeal, feeling a slight pinch of pain Nasland gave to it. This gave Angie one chance to break its neck with the might of her strength.

"You better get going English!" Angie shouted. "Go!"

"Will hold these slippery bastards off for you all!" Nasland yelled, taking his sword off the dead Olog's foot.

"C'mon," Peggy beckoned for Sif to follow her.

Peggy and Sif continued to move forward. Before the two were this close in reaching the entrance, they came to a stop when they noticed a figure that just emerged out of the trees and blocked them. This being was a humanoid in appearance, in which he differed greatly from humans and other humanoids. He was very tall than Sif and Peggy, and had long wispy white hair and also white snowy beard. He had pale grey-white skin, which was described to be sinewy and stretched taut across their frames, giving him a somewhat gaunt and mummified appearance despite his overall bulky size. His most notable trait, however, is their glowing green eyes.

"What the bloody hell is that thing?" Peggy asked, wanting to know what.

"Its a Nightwalker," Sif answered.

"A what?" Peggy exclaimed.

The Nightwalker slowly approaches the two women with his spear, only for Sif to charge directly at him and swung her weapon. The Wight dodged her strike and shoved her aside into a tree. Peggy raised her Thompson Submachine Gun directly at the angry Wight and fired immediately. The bullets didn't seem to take effect at all as the Wight walks towards her. All out of bullets, Peggy tried to back away from the Wight, but that was when a chain of fire wrapped itself around the creature. The Nightwalker let out a scream as the fire began to spread all around, causing it to turn to ashes. Much to Peggy's surprise was a skeletal humanoid engulfed in flames, with every part of his flesh burned off to ashes. The fire dyed out and the man slowly healed himself, revealing his true form.

Known as the "Blazing Skull", the man's name was Mark Anthony Todd, a foreign correspondent and pacifist reporter assigned by his newspaper to cover the Second Sino-Japanese War. While taking refuge in a cave during an artillery bombardment by the Japanese. There he met the Skull Men, a strange race with burning skulls for heads. They informed him he had been chosen by the forces of destiny to be the champion of freedom, and began his training which granted him abilities such as invulnerability to fire. Once his training was completed, he returned home and, motivated by the horrors of HYDRA.

In his earliest recorded adventure as a vigilante, Todd smuggled himself into Germany in the early days of 1941. He was sent by his friend Powell to destroy an enervating gas being created by a HYDRA scientist named Metzer. Although he was captured and tortured by the Red Skull himself, the Blazing Skull remained brave and mocked Johann to the point where the leader left the room in tears. Breaking free from his bonds, Todd quickly turned into the Blazing Skull where he managed to destroy Metzer's lab and flee during the night.

Returning to the United States, Mark Todd began taking more on more typical costumed heroics, battling criminals on the home front. The first of these adventures was capturing a crook who was robbing a museum by posing as a statue during the day and robbing it at night. Later, he would stop the murder spree of Mister Fear, whose face was so horrible it frightened his victims to death. In his last recorded solo adventure of the 40s, the Blazing Skull paid a visit to family friend "Old Man" Lester, and exposed Killer Brogan was posing as Lester in order to rob a bank.

"Sorry to alarm you like that," Blazing Skull slowly apologized as if he was acting like he was hypnotized.

"How does your power do that?" Peggy asked, widening her eyes.

"I would recommend you don't ask me that," Blazing Skull answered, refusing to tell her. "I gave my word that no one should ever know the existence of a great and powerful race that others swore to. To protect mankind from sin."

"Do you know what sins I committed?" Peggy asked.

"Don't blame yourself for the lost of your love ones," Blazing Skull encouraged her not to give in to something that she reminded years ago. "Evil takes many shapes to gain its victory and find a weakness in those who cannot escape the blame."

Peggy then turns to focus on Sif and asked. "Did he kill it?"

"Yes," Sif answered, picking up her weapon, and began to explain about them. "These foul creatures are neither living nor dead. They are servants of the Witch-King of Angmar, originally sent to prevent the Dúnedain realm of Cardolan from rising again after a civil war that led to the downfall of the Northern Kingdom. Since this invasion, Nightwalkers have been sent to other regions of Middle-Earth with similar purpose."

"Did this Nightwalker have a name?" Peggy asked while hearing the battle amongst the trees go on.

"I don't know who he was," Sif sighed and bent her knee on the ground and closed her eyes to pay her respects to the victim who was once a slave to the Witch-King of Angmar. "For he is now free from the Witch-King's grip. He shall find peace."

While Sif and Peggy were distracted, a group of Orcs and Sakaarans slowly walks towards them from behind, but was when each and everyone of them were struck down or flown directly into the trees by an unknown force. The Sakaaran Sergeant was trying to flee, but before he could, he came face-to-face with the attacker responsible for taking down his whole unit. The attacker was revealed to be Lady Jacqueline Falsworth Crichton, who was the daughter of Lord Montgomery of the Falsworth Family and a former member of the Vampire Nation. As a superhero, she calls herself "Spitfire".

In early 1942, Jacqueline was serving in Britain's Women's Voluntary Service when she was attacked by the vampire Baron Blood, who betrayed the Vampire Nation and became a loyal agent of HYDRA under the leadership of Johann Shmidt. Unknown to Jacqueline at this time, Baron Blood was actually her own uncle, Lord John Falsworth. Suffering from the virus after being bitten by Baron Blood, Jacqueline was rushed to the hospital by the Invaders. There she received an emergency blood transfusion from Doctor Jim Hammond. While she was recovering, the reluctant Baron Blood attacked the hospital. To her surprise, the still-recuperating Jacqueline discovered that she could now move at superhuman speed. She courageously used her new powers to save the Hammond's life from Baron Blood.

Jacqueline assumed that her new super-powers were a result of the combination of a foreign element introduced into her bloodstream by Baron Blood's bites and the artificial blood given her by the android Human Torch, though in later years she would discover they had actually jointly activated latent mutations in Jacqueline, granting her among others a mutant regenerative power. Following her complete recovery from her injuries, Jacqueline made herself a costume, took the name Spitfire, and volunteered for Invaders membership. She was accepted into the team. Spitfire fought alongside the Invaders, including her brother who had become the new Union Jack, while the group was in the European Theater of Operations. At the war's end, she retired as a costumed adventurer. A short while later, she became aware she was beginning to display vampiric qualities, including fangs; finding she could control the bloodlust and remained unaffected by traditional vampire weaknesses, she initially kept this change secret, even from those closest to her.

"Who are you?" The Orc Sergeant demanded.

"I'm Spitfire," Spitfire answered, opening her mouth a bit to reveal her vampire fangs.

The Orc Sergeant swung his weapon at her, but Spitfire dodged his strike ad disarmed him. She grins and used her might of hyper-speed to send the Sakaaran Sergeant flying backwards into a broken branch of a tree. Stabbed directly in the chest, the Orc Sergeant was dead and Spitfire joined with Agent Ed Cabot, who arrived in the scene with Agents Jason Sitwell and Rex Fury. Agent Rex Fury was a top of the class. He worked very hard alongside Directors Peggy Carter and Howard Stark of S.H.I.E.L.D., and was rewarded with medals for heroic acts. Abraham Stone was also a soldier who served in the army, but after the war ended, he chose to retire from service and reunite with his family. It wouldn't be long when he joined S.H.I.E.L.D. and became one of the agency's best assets.

"Did we bump into something?" Agent Rex asked, wondering if there was fighting here.

"You missed it all," Peggy sighed and asked. "Where's the Dog Company?"

"Ah, we got separated from them," Agent Sitwell replied immediately. "Some of the men managed to reach the other side of the fortress. It may be ruined in a way, but its heavily fortified. I don't know how we can get ourselves in."

"I managed to cover this side of the area," Spitfire informed. "But more keep coming, especially spiders."

"Spiders?!" Agent Cabot exclaimed, sounding a bit unnerved upon hearing that word. "You mean giant spiders?!"

"What are you afraid of spiders?" Spitfire asked.

"Most likely," Agent Cabot gulped nervously.

"Then you have nothing to worry about Agent Cabot, I'll take care of this," Spitfire smiled and immediately dashed off immediately.

Jason Sitwell and Ed Cabot were both surprised that she can run in excess of the speed of sound, and thanks to her vampire stamina, can maintain this pace almost indefinitely.

"Well try to think of a Plan B Agent Sitwell, cause right now, Lyons is leading his cavalry to clear the way and they're reaching right to where we are," Agent Cabot informed.

"You'll have to give me time," Agent Sitwell hastily said. "Besides, none of us don't even know what the hell is inside that fortress."

"I suspect its a trap," Peggy stated. "Sif said she went inside that fortress with her friends. Perhaps she can lead the way."

"Then let's get the rest of our team to move into this perimeter," Agent Cabot suggested. "They'll be standing by and ready."

Immediately, Rex Fury looked around and noticed that Sif was missing. He turns to face the three and sighed. "If your going to ask her that, I think she's already doing her part right now."

"D*** it," Peggy breathed and sighed in ignorance. "She was our best league to get us in."

"Well whatever her hurry is, I did not sign up for this sh**," Agent Cabot sighed and turned to Peggy. "Your orders director?"

"C'mon," Peggy beckoned the three to follow her.

Agent Rex Fury turns to see the rest of the AllWinners Squad arrive. The squad included Shanga Fia Delph'goram, Molly Fitzgerald, Rosalind Hepburn, Ruth Piraud, Peter Kazantis, Skip McCoy, Timothy Mulrooney, Benjamin Ruff, Michael Skouras, Jack Smithers, Marada Starhair, William Joseph White, and Chuck Wilson that just arrived.

"This area is almost clear," Marada said. "But there's still more of these orcs that are still giving us a peace of our minds."

"We're gonna need some back-up," Agent Rex suggested. "Agent Fitzgerald, contact the Vulture Tribe, Sky-Sharks, and Liberty Legion! Make sure they have the entire fortress surrounded."

"Understood," Star-Dancer complied.

"Yes sir," Shamrock complied too to his orders.

"Leave that to me," Spitfire offered. "You called me in, and I'm much faster than old Whizzer here, wherever the hell he is right now."

"Keep me covered spitty," Shamrock said. "Just need to get my bag and use the radio."

"Whatever you say," Spitfire sighed. "Dracula and his brides are getting into position right now as we speak."

"Will do whatever we can to keep you covered once you enter the fortress, be careful," Star-Dancer said.

"Understood," Agent McCoy nodded in compliance.

While Spitfire, Star-Dancer, and Shamrock did their part, Mark Todd slowly transformed into the Blazing Skull and follows Peggy Carter, Rex Fury, Jason Sitwell, Ed Cabot, Rosalind Hepburn, Ruth Piraud, Peter Kazantis, Skip McCoy, Timothy Mulrooney, Benjamin Ruff, Michael Skouras, Jack Smithers, Marada Starhair, William Joseph White, and Chuck Wilson that were rushing first towards the ruined fortress and try to get to Lady Sif before she does something reckless.


Somewhere near the fortress, Hugh Bradley, better known as the "Black Hawk", led a host of 13,000 of his great warriors of the Vulture Tribe to ambush a large number of Guldur Orcs, including a band of Ogres. They raise their loaded guns and crossbows, shooting down as many as they could. This was a distraction, which gave a massive cavalry of 15,000 First Nation warriors of the Blackfoot Confederacy, led by Daniel Lyons, rode across the trees where they were slaying and shooting down Guldur Orcs. Many Orcs were all running and scattering around frantically while the Blackfoot Riders ride toward them, killing many more in their path while the Vulture warriors did their part in shooting them down to provide cover. That was when they were joined by an army of 6,700 Gondoran warriors from the Savage Lands, those who were led by Chieftain Montgomery Ford.

On the other side of the fortress, 18,000 soldiers of the Liberty Legion, 9,500 soldiers of the Deadly Dozen led by Michael Lee Kelly, 7,900 mercenaries of the Leatherneck Raiders led by Captain Simon Savage, and 9,400 soldiers of Dog Company led by Henry Casey were getting closer to Sauron's domain and had been fighting off many other orcs with the help of a number of famous heroes from Earth, such as Elizabeth Barstow, Hugh Bradley, Bruce Bravelle, Carl Burgess, Silas Burr, Patrick Carney, Jerry Carstairs, Bruce Dickson, Olalla Dickson, Marla Drake, Brian Falsworth, James Montgomery Falsworth, Gulliver Jones, Spencer Keen, Kevin Marlow, David Mitchell, Mary Morgan, Peter Noble, Robert Paine, Gwendolyne Lou Sabuki, and William Waring.

Daniel Lyons, also known as the "Black Marvel", was the son of Roland Lyons, a noble man who was good friend and ally to Man-to, the last chief of the Blackfeet. When Man-to was dying and sought a worthy successor, Lyons was the last contestant. Wishing to repay this debt, he braved the tests. He outran a deer, swam upstream faster than the salmon, and proved himself an incredible marksman on the archery range, getting four consecutive bullseyes while blindfolded. When other arrows were fired at him, he caught them in the air. Then finally he wrestled a bear, and snapped its neck, slaying it. Satisfied, Man-to gave Lyons the sacred costume of the Black Marvel, along with the responsibility to right wrongs and destroy those who would prey on the helpless. He also gave him a long bow, telling him to notch it every time he performed a good deed - only when he had one hundred notches would he be truly worthy.

"Move to the other side!" Lyons yelled to his followers.

While his people cheer, Lyons looks up to stare directly at a stone bridge. By surprise and confusion, he noticed Lady Sif of Asgard was walking across, her weapon at ready to confront another Nightwalker that was guarding the entrance. As Sif continued to walk towards the entrance of the fortress to rescue Gandalf, the Nightwalker stood still for a moment until he slowly starts raising his arms. As he did, the dead bodies of Orcs, Ogres, and Ologs began to twitch in every corner of the battlefield started to twitch, and then open their eyes to reveal fiery green. The power of the Nightwalker caused the dead to come back to life and start standing up.

The Brides of Dracula all look around and witness in horror on what they saw with their own eyes as the slain soldiers around the trees rose to their feet. Those in the Liberty Legion, Sky-Sharks, Crusaders, Deadly Dozen, Leatherneck Raiders, and Dog Company stopped firing their weapons when they notice the slain soldiers were also rising with their weapons locked in their hands to prepare to strike again. While many of the slain orcs, ogres, and ologs were raised as wights, many more wights that had been dead for many years and rotting away until they are almost skeletal, with exposed bones held together by sinews and shreds of muscle, rose from the ground.

Sif looks around to see scores of soldiers rising everywhere under the bridge. She then focuses on the Nightwalker, but notices that wights, who too had risen from Dol Guldur, walk out from the entrance with weapons in their undead hands. By the Nightwalker's command, the wights began to charge at her. Sif whirled her double-bladed sword and did a somersault. She lands her two legs onto two charging wights, smashing them very hard, and then twirls her weapon again to take each and every one of them.

The Nightwalker stared at her from a far and looks on to her in impression. He then looks down and stares directly at Lyons and the riders of the Blackfoot Confederacy that had just finished off a lot more Orcs, who were slain in combat. Lyons and his riders look around in the sight of horror, but they don't give in to fear and make their preparation to engage the wights under the Nightwalker's command. Peggy Carter, Rex Fury, Jason Sitwell, Ed Cabot, Rosalind Hepburn, Ruth Piraud, Peter Kazantis, Skip McCoy, Timothy Mulrooney, Benjamin Ruff, Michael Skouras, Jack Smithers, Marada Starhair, William Joseph White, and Chuck Wilson of the All-Winners Squad, including their ally Mark Todd, immediately rushed towards the fortress, but ended up surrounded by hundreds of reanimated Wights.

"Wow, are you seeing this?" Flying Flame asked, shaking a bit in horror.

"What the hell is this, Night of the Living Dead?" Captain Tim asked.

"No," Marada shook her head in response. "Its something else. Someone is wielding dark magic to control them."

"Oh boy," Agent McCoy breathed in horror.

"What in the hell is this?" Agent Smithers scoffed.

"Ah, Peg?" Agent Sitwell nervously asked if she was hearing him.

"Stand your ground!" Peggy shouted, holding her Thompson in front.

"We have to kill its source," Marada said.

The Wights growl at the same time as they all draw out their weapons. Mark Todd twirls his fiery chain in a hast, burning and turning many Wights into ashes. Peggy tries to shoot a lot of them down, but since they are already dead, its impossible for bullets to kill them. Before the wights began to charge, Sabretooth lets out a huge roar when he leaps down from the trees and uses his powerful claws to kill a lot of the wights. He slowly rises to his feet and growls at the other wights. The Wights all focus on Sabretooth, ignoring Peggy Carter, Rex Fury, Jason Sitwell, Ed Cabot, Rosalind Hepburn, Ruth Piraud, Peter Kazantis, Skip McCoy, Timothy Mulrooney, Benjamin Ruff, Michael Skouras, Jack Smithers, Marada Starhair, William Joseph White, and Chuck Wilsonwith them, and openly charge at him.

"GGGGOOOOO!" Sabretooth roared as he fights off the wights that were leaping on him, but the enhanced mutant resisted and kept on fighting and taking them down with the might of his claws.

"Its now or never!" Agent Cabot cried out in a panic.

"C'mon, let's go!" Peggy yelled.

"You heard the Director, move!" Agent Rex yelled, beckoning the other agents to follow.


Elsewhere, Weezi had just disarmed a large Orc Gaoler and stabbed it with a small dagger she carried. The Orc Gaoler slowly collapsed to the ground dead. She looks around, hearing the sound of growling approaching to where she is. Out of the trees came a horde of Wights that openly begin to charge towards her. With her knife in her hand, she clenched her right hand, preparing to engage the new enemy. That was when a massive foot landed directly at the wights, squishing them like pancakes. Weezi looks up and saw that it was Elasti-Girl.

"Need a hand blondie," Elasti-Girl smiled.

"Don't even start gorgeous," Weezi sighed in laughter. "Your still a start of the show."

"Thanks for that," Elasti-Girl scoffed.


While Lyons and his cavalry were fighting off the Wights down below the bridge that connects to the fortress, Lady Sif walked very fast towards the Nightwalker, angrily twirling her double-bladed sword to engage him. The Wight drew out his sword and blocked her strikes. Sif grunted as she struck countless blows at the Wight, but her foe kept on blocking and trying to strike at her with his sword. Just as she bent one knee, the Nightwalker prepared to land his sword to strike her, but the Asgardian warrior took out her shield in time, blocking the Wight's strike. The Wight let out a screeching sound.

The loud screech was heard in every corner of the battle zone. All the Wights under the Nightwalker's command continued to attack Carter's allies in every corner of Dol Guldur. The Blazing Skull continued to fight around, taking down as many wights. He twirls his fiery chain around as if he was creating a tornado and destroyed a lot of them. Sabretooth kept on killing as many wights he could.

While hope was about to be lost when the wights started attacking Sif's allied armies from Earth, she managed to slay the Nightwalker with her weapon, thus turning into ashes. With the Nightwalker dead, all the wights he raised began to crumble and fall to the ground, something that confused many soldiers, mercenaries, and warriors all around the battleground. Peggy Carter, Rex Fury, Jason Sitwell, Ed Cabot, Rosalind Hepburn, Ruth Piraud, Peter Kazantis, Skip McCoy, Timothy Mulrooney, Benjamin Ruff, Michael Skouras, Jack Smithers, Marada Starhair, William Joseph White, and Chuck Wilson all looked around, very confused as to what had just happened.

"What the hell just happened?" Agent Sitwell asked, looking around in confusion on seeing the wights fall to the ground.

"I think someone managed to kill the source," Marada answered and continued to move towards the fortress. "Whoever was wielding this magic came from here."

"Well that's good to hear cause I thought this was Night of the Living Dead," Agent Sitwell scoffed. "Scary movie."

"That movie really gives me the goosebumps sir, even when I hear that," Agent Wilson sighed.

"Alright, cut the chatter, we're already inside, so let's go," Peggy suggested to move forward

After the Nightwalker was slain, Sif focused her attention on the fortress and continued to move directly towards the entrance, only to be confronted by many Ancient Easterlings, Armoured Castellans, Orc Ravagers, Goblin Mercenaries of Goblin-Town, and Tomb Guards that were guarding the fortress.

"Where is the wizard?!" Sif angrily growled.

The Ancient Easterlings, Armoured Castellans, Orc Ravagers, Goblin Mercenaries of Goblin-Town, and the Tomb Guards ignored her words and began to engage her. Sif had enough of all this and immediately begins to parry and take each one, tossing them aside. She continues to run into every part of the keep and search for Carter, Rex Fury, Jason Sitwell, Ed Cabot, Rosalind Hepburn, Ruth Piraud, Peter Kazantis, Skip McCoy, Timothy Mulrooney, Benjamin Ruff, Michael Skouras, Jack Smithers, Marada Starhair, William Joseph White, and Chuck Wilson managed to storm inside the fortress as well and split up into pairs while the Mark Anthony Todd and Victor Creed were following them from behind. They were also followed by Robert William Paine, who was known as the "Black Fox".

"Everyone stay together!" Peggy yelled, shooting down an orc archer that aimed directly at her.

Throughout the shooting and fighting all over the fortress, Jason Sitwell was joined in by Agent Ed Cabot, who was trying to keep up with his partner during the fight. There, they were joined by Elsa, Cullen, and Ulysses Bloodstone, a family of hunters that existed for centuries. That was when the Brides of Dracula emerge as well after climbing all over the ruined fortress. Jason and Ed look around until they turn towards a figure wearing armor that was all colored red. The color of his eyes were red like his armor, and his hair was like chalk white. This man was known as "Count Vlad Tepes Dracula", the supreme ruler of the Vampire Nation and known in history to be one of the most powerful of his kin. For centuries during his rule over Transylvania, he a vast network of loyal servants, brides, and minions who assist him during the peace between the vampires and humanity.

"Who are you?" Agent Sitwell nervously asked in confusion.

"I'm Dracula... Count Dracula," Count Dracula answered.

"Okay, I think I need a drink now," Agent Sitwell murmured.

When an army of 1,400 warrior-priests, that were part of the Ordo Draconum, had arrived to enter the fortress, Count Dracula and the Brides of Dracula, who all removed their hoods to reveal their faces, hissed at the enemy and openly charge against the Armored Castellans and Ancient Easterlings that were in charge to defend the fortress. While Dracula and several vampires were climbing on top of a wall to take down a whole unit of massive Orc Guards, Peggy Carter, Rex Fury, Jason Sitwell, Ed Cabot, Rosalind Hepburn, Ruth Piraud, Peter Kazantis, Skip McCoy, Timothy Mulrooney, Benjamin Ruff, Michael Skouras, Jack Smithers, Marada Starhair, William Joseph White, and Chuck Wilson managed to find each other and ambushed a lot of Sauron's goons that continued to defend the fortress from the intruders.

"There's still more somewhere upstairs," Marad pointed to the direction of the stairs.

"This way!" Agent Jason Sitwell ordered, pointing his finger at an open direction.

"Agent Sitwell!" Peggy called to him while firing her thompson.

"Peggy!" Agent Sitwell loudly replied.

"Move our team that way!" Peggy ordered.

"I don't really wanna know," Agent Sitwell said to himself and complied. "Okay!" He turns to his fellow agents behind. "You heard her, let's go! Reach to the top!"

Dracula drew out a sword that was made out of bloodish red. Like every member of his kin, he was gifted with speed, allowing him to run as much faster than a human. He ran, flipped, and leaped, slashing and decapitating Sakaaran and Orc alike. He pinned a Sakaaran to the wall by driving his sword into its chest. He swung his hand directly into an Orc, causing it to fall off the broken stairs.

Peggy turns around and noticed an elite unit of Super-Soldiers who had just walked crossed the bridge towards the entrance of the fortress. These Super-Soldiers whistled an American theme song. Peggy wished she didn't bring them along since they've recently retired after the war ended, got married, and had children of their own. However, these enhanced veterans chose to join on this secret expedition when Peggy asked for their aid and support. Each one of them reminded Peggy of a man she fell in love with years ago, but had to let it go.

This combat unit was called Specialized Unit, Enhanced Soldiers, nicknamed SUES or CRAZY SUES, composed of various diversely-enhanced Super-Soldiers which was commissioned by special order of General Dwight D. Eisenhower. After Captain America's presumed death, the The official record states that the SUES were a specialized Ranger unit attached to the 101st Air Assault Division for the purposes of combat operations deep behind enemy lines. The real, and much more insidious, reason for the unit's existence, however, is that it was used as a training grounds for training superhuman operatives for a different mission. Not much is known about what this mission was, but in 1940 the American government embarked upon on a very unique and expensive project that was believed to eventually be able to turn the tide of war in the Allies' favour. While referred to informally by those in the know as the "Silver Plated Project," it's official designation was Project Alberta.

Among the members of the SUES were Davey Drew, Doug Johnson, Elton Morrow, Frank Cortez, Jim Taylor, Larry Scott, Leonard Gade, Pat Murphy, Perry Webb, Peter Noble, Robert Foster, Roddy Colt, William Byron, and William Prince.


Meanwhile, as the battle continues to press on outside, Gandalf had been tortured inside the old fortress for days. He could hear the sound of firing and fighting all around him. Out of a sigh of relief, Gandalf was pleased that Sif would never abandon him to his fate and closed his eyes for a moment as he continued to feel Sif's presence. Suddenly, he felt the cage rattle all around him, causing the wizard to gasp and open his eyes the same time. He turns to face a very large orc, who just lifted the cage Gandalf was in, and tossed it over the floor. The orc's name was Ufthak.

Ufthak was a very large Gundabad Orc who was a distant relative of Azog the Defiler and served the Necromancer as the jailor of Dol Guldur following the War of the Dwarves and Orcs. He was responisble for capturing Prince Thrain of Erebor and under the orders of the Dark Lord, he would brutally interrogate the helpless prince and torture him for days for the location of the map and key of Erebor. Despite Thrain refusing to talk and kept on resisting, Ufthak would continue to torture him, no matter how long it would be.

Gandalf, however, had done a lot to resist Ufthak's methods. He kept his mouth shut to reveal the location of the three Elven Rings of Power and grabbed a broken chain, using it as a whip to slash Ufthak in the face. Blood poured down the Orc's mouth, but Ufthak spat a lot of it out and violently grabbed Gandalf. Before Ufthak was about to execute Gandalf, he suddenly made a complete stop and smelled through the air. He turns around and is confronted by Lady Sif, Peggy Carter, Rex Fury, Jason Sitwell, Ed Cabot, Rosalind Hepburn, Ruth Piraud, Peter Kazantis, Skip McCoy, Timothy Mulrooney, Benjamin Ruff, Michael Skouras, Jack Smithers, Marada Starhair, William Joseph White, and Chuck Wilson.

"I would put that down if I were you," Peggy threatened the massive Orc Interrogator. She slowly lifts her gun pointing it at him when he doesn't move. "Down."

"Jiak do nava nu," (I don't answer to you.) Ufthak growled at her.

"Lat nu va-ri immediata," (You will release him immediately.) Sif angrily threatened to the interrogator in Black Speech, holding her weapon in front. "Jiak livusa ukhansa len." (I will not say it again.)

"Ul makava forbul," (The Master forbids it.) Ufthak refused to listen to her threats.

"Un makava, nalkra najor?!" (Your master, where is he?!) Sif furiously demanded.

Ufthak refused to answer her question and instead chose to charge, in wehich Peggy Carter was ready to put him down by sending a few bullets into his brain. However, her chance to do so failed when Ufthak was suddenly struck down. A sharp pointy blade slowly popped out of Ufthak's chest and the massive orc collapsed to the floor dead. The person that stabbed the Orc Interrogator was Calvin Burlingame.

Calvin Burlingame was an African-American who worked as a scientist and assistant to Professor Jason Wilkes at Isodyne Energy. Growing up on an orange grove in southern California, Calvin Burlingame was raised by Jason Wilkes, who taught him how to become a scientist. He carried an ambitious personality and did not allow hindrances to stop his progress. As an African-American who stuttered in the 1940's, Burlingame knew discrimination and difficulty but he would not allow his desire to be more to be quelled. Burlingame learned not to be offended by disparaging remarks such as "boy" or "janitor", or allowed racial threats of "being hung" stop him from doing what was right. Ultimately, he went from an orange picker to a corporate scientist by working two jobs and filling out many applications.

After Professor Wilkes mysteriously vanished while working on a secret classified serum, Burlingame desired to have more and be more than an orange picker like others in his family. He got a janitorial job at the Griffith Observatory, scrubbing floors at night, until he saved enough money to get a degree from college. When World War II occurred, Burlingame had been trying to trace for his father when he earned became a United States Navy engineer and eventually worked in weapons propulsion. Upon returning home, Burlingame applied to sixteen different companies for employment, but being an African-American made things difficult. However, Burlingame was relieved and celebrated with his family after the Isodyne Energy accepted his application and he worked in the containment research department.

When a series of murders were connected to Isodyne, Burlingame began assisting the Strategic Scientific Reserve in their investigation, while at the same time becoming close to Peggy Carter. However due to an accident Burlingame became infected with Zero Matter; he spent the next few weeks attempting to cure himself until he was captured by Whitney Frost, who exploited his power until she inadvertently caused him to overload. Burlingame survived the overload and assisted Carter in stopping Frost before being employed at Stark Industries by Howard Stark. He enjoyed his long career and realized that his aging has slowed down due to the effects of the Zero Matter. Not even he nor Howard Stark could figure out his lifespan.

"Nice for you to join the party," Peggy remarked.

"Ha ha, yeah, sorry about that," Doctor Burlingame nervously chuckled.

"Were you waiting for one of us to kill that brute or did you already have a plan?" Peggy asked with a grin on her face.

"Both," Doctor Burlingame answered.

"Nice for you to say that buddy," Agent Sitwell scoffed.

"Looks like we found him," Agent Hepburn said.

Sif had just ran over to Gandalf, who was now lying on the floor unconscious. She shakes him, but doesn't move. Fearing that the fortress was starting to take affect by killing him, Sif had to get him out of there immediately.

"Is he alright?" Doctor Burlingame asked.

"I need to get him out of this foul place," Sif replied, picking up the wizard.

"Aye, this place is even fouler than any other place I've been too," Peggy said, looking around the fortress while holding her weapon. She turns to see Sif feeling something. "What is it?"

"He's here," Sif quietly answered.

"Whose here?" Peggy asked, confused of what she was referring to.

"We need to go," Sif hastily said rather than answering Peggy's question.

With the Ufthak dead, Sif carried Gandalf and walks through the ruins with Peggy Carter, Doctor Burlingame, Jason Sitwell, Rex Fury, Ed Cabot, Rosalind Hepburn, Peter Kazantis, Skip McCoy, Timothy Mulrooney, Ruth Piraud, Benjamin Ruff, Michael Skouras, Jack Smithers, Marada Starhair, and Chuck Wilson behind her. The sound of battle was still heard all around as they walked down the steps. That was when Sif made a complete a stop and began to hear a voice that spoke out of the darkness. It was the voice of the Necromancer, who in turn was the Dark Lord Sauron.

"Shre nazg golugranu kilmi-nudu," (Three Rings for the Elven-kings under the sky.) Sauron mentioned the Rings of Power. "Ombi kuzddurbagu gundum-ishi" (Seven for the Dwarf-lords in their halls of stone.)

"Okay that was freaky," Doctor Burlingame murmured in shock.

"The hell was that," Agent Smithers asked in a gasp.

"I don't know, but it sounds closer to me," Peggy heavily breathed, starting to freak out. She then turns to her fellow agents, who were holding their weapons out in defense. "Watch your left! We're not alone here!"

"Nine for mortal human men doomed to die," Sif finished in the sight of horror.

Suddenly, the whole group look around in the sight of terror when looks nine ghostly beings slowly become visible around them, in corporeal yet partially translucent forms. They all wore different types of armor and wielded weapons that were considered to be very deadly. As they slowly draw closer, the group stumble back until they were sitting on the pedestal of a statue in a courtyard.

"I must be dreaming," Doctor Burlingame murmured to himself in fear.

"Jeez," Agent Fury gasped.

"My god," Agent Cabot gasped too in absolute horror of what he was seeing.

"This isn't real," Peggy fearfully choked. "Whatever this Dark Lord is or he bloody looks like, he's just trying to toy with us. These ghosts aren't real."

"Ah Miss Carter, I've been knowing for a quite sometime, but this is real," Marada said. "I've seen what magic was like during the past. This isn't a spice dream. None of it."

"This isn't an illusion," Sif shook her head. "They are real. They are the Nine... the Nazgûl, servants of Sauron."

"I'm sorry, the Nazgûl?" Peggy asked with a scoff, thinking how this was joke. "I don't care what they are called, but how can we stop them."

"I don't know," Sif quietly answered.

"Dunni kan markhan," (You cannot fight the shadow.) Sauron taunted the group. "Omidi-shu. ashi burzum-ishi." (Even now you huddle in fear. No one can defeat the darkness.)

Sif looks up with a determined face and stands up to yell at the Dark Lord. "You cannot hide forever! I don't fight alone. I am Lady Sif of Asgard!" She bravily unsheathes her weapon and spins it around as a sign to engage the Nazgûl. "I do not cower in fear!"

"She's bloody mad," Peggy said.

"Yeah well, she's not doing this alone," Doctor Burlingame said, noticing three individuals striding out of the ruins.

"Who are they?" Peggy asked.

The three individuals that immediately emerge from every corner of the ruins. It was Lord Elrond of Rivendell, King Odin of Asgard, and Saruman of Isengard. While Elrond wields his own elven sword and Saruman wielding his staff, Odin used Gungir, a powerful magical spear used by the rulers of Asgard and serves as a symbol of Asgardian power.

"Are you in need of assistance, my Lady?" Saruman asked.

"Yes," Sif answered, disappointed to see him.

"Be gone from this place, servants of Sauron," Odin warned the Nazgûl to leave the old fortress by pounding his spear very hard. "Go back to your tombs where you are meant to be. By the power of Asgard, you will not be given a second warning. Leave!"

The Nazgûl focused their attention on the King of Asgard and snarled at him as a sign of refusing to heed his warning. They then leap forward to confront him, Elrond, and Saruman. That was when Thomas Halloway flew over to the spot and began shooting at the Nazgûl, but since they were dead, the bullets flew through them non-stop.

"Ah, come on," Mr. Taylor murmured in a sigh.

"You should have stayed dead," Elrond reminded.

The Nazgûl to the elven lord's left swung his mace, but Elrond swung his sword to block his strikes. Odin and Saruman join the fray, and leap forward to openly engage the Nazgûl. Odin swings Gungir at one of the Nazgûl that tried to stab him. Everytime Elrond, Odin, and Saruman keep on fighting and slaying each and every one of them that had been disappearing every time they are hit, and the problem is they just keep coming back. Sif joins the fray as well, and had been quick enough to dodge every strike from the Wraiths. Odin throws another Nazgûl off a cliff, but it manages to clamber back up the cliff and resumes attacking the King of Asgard. Despite this, Elrond, Odin, Sif, and Saruman continue to fight and defend Peggy, Burlingame, and the agents.

"We need to figure out a way to get out of here," Peggy said.

While Peggy Carter, Doctor Burlingame, Jason Sitwell, Rex Fury, Ed Cabot, Rosalind Hepburn, Peter Kazantis, Skip McCoy, Timothy Mulrooney, Ruth Piraud, Benjamin Ruff, Michael Skouras, Jack Smithers, Marada Starhair, and Chuck Wilson were holding their weapons in defense, Doctor Burlingame looks down at the unconscious wizard and began to notice that he was starting to gain conscious as his breathing started to raise up.

"Ah, I think Merlin is waking up," Doctor Burlingame said.

"That's not his name," Peggy hissed and began to check on him. She gently patted his face and whispered. "Hey, are you alright?"

Gandalf suddenly breathes in deeply and wakes up in second when Peggy asked, gasping for breath. "He is here."

Peggy was confused at first, but began to realize what the wizard was talking about. "Are you meaning..."

"You mean the Dark Lord?" Marada asked, cutting her off. "Is it Sauron? Is that who you saw?"

"Yes," Gandalf gasped again for more breath. "The darkness has returned. He will stop at nothing before every corner of this world be consumed by darkness." He coughed and went on. "And then... he will spread his wrath to every other world across the universe."

"So its begun," Marada murmured in horror. "The War of the Ring has begun."

"You may not know me, but Lady Sif came back to save you and we volunteered," Peggy said.

Gandalf hastily grabbed her arm tightly and weakly demanded. "Does she know?"

"Yes, she does, so please just let go of my arm, so we can help you get out of this forsaken place," Peggy insisted and introduced to the wizard to Burlingame. "And this is Doctor Burlingame. He's going to take care of you."

"Hello," Doctor Burlingame hastily said.

Gandalf closed his eyes as he calmly released her. Peggy and her team begin to carry the wounded wizard while Elrond, Sif, Odin, and Saruman had been fending off the Nazgûl hastily. Just before Peggy and her team try to figure out how to get pass them without being noticed, Angie Martinelli appeared, as she continued to expand her entire body and grow to at least 75 feet in height.

"Angie!" Peggy called, waving her hand.

"English, hop on," Angie replied, lowering her gigantic hand to where Peggy, Darick, and the rest of the team were.

Once Angie's hand lowers down like an elevator, Peggy quickly leads the group that were carrying Gandalf onto Angie's massive hand. Gandalf was still breathing hardly from all the torture that Sauron's servants gave him. Darick does his part in helping the wizard due to his experience as a doctor. Once everyone was safely onboard, Angie slowly moves her hand and walks away from the fortress to take them to safety.

Eventually, Sif, Elrond, Odin, and Saruman manage to defeat all the Nazgûl, causing themselves to dissipate into thin air. With the Nazgûl gone, Odin could tell that its not over, for he can feel the dark lord's presence. Pausing for breath, the four turn around as the wind begins to picks up. Sif and Elrond steady their weapons, for they are about to face another foe. That was when a nearby tower suddenly explodes into a massive ball of fire. In its place, it turns quickly into a flaming eye. Shocked that it was really Sauron, Odin, Saruman, Elrond, and Sif flinch in the face of the Dark Lord's power.

Elsewhere outside the fortress, the fighting down below was over, but every person that served as Sif's allies look at the very top of the fortress and witness the eye of Sauron as well. Angie, while remaining in giant form, turns around, and in the sight of horror, she could see the burning eye as well. Peggy Carter, Jason Sitwell, Marada Starhair, and Rex Fury also witnessed it while Gandalf was still lying down on the palm of Angie's hand.

"The hell is that thing?" Agent Sitwell murmured, upon witnessing the eye himself.

"Its him," Marada said. "The one who will spread the darkness over the light. His power has grown. We cannot stop him."

That was when Count Dracula and the Brides of Dracula gathered together behind Odin, Saruman, Elrond, and Sif. Unaware of what to do, the only they could do was watch the eye begining to spread a message.

"It has begun," Sauron's voice responded in every corner from inside and outside the fortress. "This world will fall, as will Asgard, Midgard, and all living worlds. The Kingdom of Angmar will rise again." As he speaks, the pupil of the Eye expands to reveal Sauron's old form. Beside him rise the nine Wraiths, all of whom he has resurrected by the might of his power. "The time of reckoning has begun. A new age has come."

As the Nazgûl raise their weapons and approach, Odin, Elrond, Sif, Saruman, Dracula, and the Brides of Dracula prepare to fight them. Before that could happen, a glowing greenish light appears, causing Dracula and the vampires to cover their eyes since the light blinds and weakens their vision. Lord Elrond and King Odin turn around and saw that it was Lady Galadriel, who had just arrived too, and had changed her whole appearance to one of power. She had just raised her hand, in which she unleashes a bright light coming from the Phial of Galadriel. The light from the phial causes and the Nazgûl to scream and blast themselves away back towards their dark master.

"YOU HAVE NO POWER HERE, SERVANT OF MORGOTH!" Galadriel bellowed with a very wide glare from her face, showing as a sign that she doesn't fear the Dark Lord.

However, the Dark Lord wasn't willing to give up at all. Instead, he stays where he is and began chanting in Black Speech to resist Galadriel's power. He begins flashing in the fire from his Eye to fight back, but Galadriel didn't back away at all, and instead, she kept on moving forward to force the Dark Lord away from Dol Guldur.

"YOU ARE NAMELESS, FACELESS, FORMLESS!" Galadriel continued to yell as her voice changes into a deep, booming, and powerful tone.

The Eye keeps flashing with fire and chanting in Black Speech, while Sif, Elrond, Odin, Saruman, Dracula, and the vampires raise their hands to shield themselves from the battle of power between Galadriel and Sauron.

"GO BACK TO THE VOID FROM WHENCE YOU CAME!" Galadriel loudly warned.

Sauron was losing, and so he decided to flee. The force of her power caused the Dark Lord to extinguish the flames and flies backwards hurtling into the sky. Just as the Dark Lord fled, Galadriel's powerful form disappears, and she staggers, allowing Odin and Elrond to catch her as she collapses.

"Dandollen hon," (We were deceived.) Elrond whispered in elvish.

"Who was that?" Count Dracula asked, wanting a specific answer on to who that being of pure terror was.

"The Dark Lord Sauron," Saruman answered.

"The spirit of Sauron endured," Galadriel breathed, gasping for air.

"And has been banished," Saruman stated, thinking that they've won.

"It won't matter, he will either flee into the east or off this world to find those who pay homage to him," Odin warned.

"Which is why Gondor must be warned," Elrond suggested. "The guards of the Black Gate must set a watch on the walls of Mordor. Talion should be notified by this."

"No, look after the Lady Galadriel," Saruman insisted. "She has spent much of her power. Her strength is failing. Take her to Lothlórien."

"My Lord Saruman, he must be hunted down and destroyed, once and for all," Elrond said, suspicious.

"Without the Ring of Power, Sauron can never again hold dominion over Middle-earth," Saruman stated and turns to face the direction in which Sauron was hurled, with a strange expression in his eyes. "Go now! Leave Sauron to me."

"Perhaps I should do this," Odin insisted in the task to hunt Sauron down. "We fought him before, and this time, we will send him back to where he is suppose to go."

"As long as we continue to hunt him down, Sauron will continue to flee from us," Sif warned. "But should he retreat into Mordor, it might be difficult to track him there."

"If Sauron does retreat into Mordor, then so be it," Saruman said, believing that the Dark Lord was a coward. "His power is weakened for now."

"But he will regain it," Elrond warned.

"Which is why we must track him down at once," Odin hastily said, pounding his spear on the ground. "This battle is over for now. Come, we shall finish this."


PRESENT

Back in the present, Sif had just finished her story at the time when she brought in allies to help in her mission to rescue Gandalf and Thrain from Sauron's clutches. Only Gandalf was saved, but Thrain wasn't lucky as the Dark Lord had already murdered him.

"So he fled east into Mordor?" Agent Coulson asked, wondering if there was anymore to what Sif had explained. "Am I missing anymore?"

"Even though, Sauron continued to gain much of his strength over the years after he fled from Dol Guldur," Sif continued to add more on what had happened. "He had the tower of Barad-Dûr rebuilt in the land of Mordor and his minions continue to look around the Anduin for the One Ring. From then on, Sauron stayed in Barad-Dûr from where he plans to conduct his war against countless worlds he seeks to conquer."

"He's a threat to us?" Agent Coulson wondered, nodding his head by understanding about Sauron's plan.

"He's a threat to us all, Son of Coul," Sif added.