Hey, Everyone! Just a few details before we start. As many of you already know, I often cherry-pick details for various things from my source materials. In this case, the many Marvel animated series. My core AU is Firebreather(CGI movie), Avengers: Earth's Mightiest Heroes, Spectacular Spider-Man, and X-Men: Evolution; but some looks, designs, and even characters may come from other series or incarnations. For example, Stark Tower. I'm using the version from the 'Avengers Assemble' series, which is modeled on the MCU. I will make brief author's notes as any changes pop up.

Again, I highly recommend watching the lead-in episodes to the series.

That said, I will not be breaking this into two chapters as the series did. Why? Because I don't have to! LOL! Here we go!

Chapter 3: The Breakout!

(Low-Earth orbit over Eastern Europe, two weeks after the U.N. incident)

"Talk to me, JARVIS", Iron Man prompted while looking through the Heads-Up Display of his armor.

"Indeed", was the reply from the A.I., then the HUD zoomed in. "Tracking signal located. Location: the Gerlach Mountain Range, Slovakia."

"Switch to infrared", Tony directed, and the view changed, making the heat of the exact location among the snow-covered peaks obvious. "Got 'em."

Below on a level mountain ridge kept warm by a dome of thermal energy, the Scientist Supreme of AIM was meeting the beautiful but deadly cybernetic representative of Latveria's monarch.

"Just tell us Latveria's needs, Miss von Bardas", the yellow haz-mat clad man was saying as he left the temporary Quonset hut guarded by massive Doom-bots followed by the darkly beautiful Lucia von Bardas, "and AIM can supply you with anything you desire. With any one of our weapons, you can crush an army."

One of his similarly clad agents charged up an energy rifle. Her black-glossed lips turned up in a dark smile….which dropped when another voice rang out, and her pink-within-black eyes turned to see who spoke….

"Well, good thing I didn't bring an army then", Iron Man said as he landed. He visually scanned the area, and confirmed at least a dozen crates and four high-tech cannons bearing 'Stark Industries' markings. "Wow. Quite a sale you got goin' on here. A lot 'a really great stuff. Unfortunately for you, some of it has my name on it."

The four AIM flunkies fired their charged rifles at the armored hero, who simply deflected the shots with his energy shield.

"Y'know, for calling yourselves the 'Advanced Idea Mechanics', that was a really bad idea", Tony said, then sent pulse-waves from his chest-plate that disabled all the Stark-tech and destroyed all the AIM weapons. Oddly enough, the cybernetic von Bardas and the twelve-foot tall Doom-bots remained standing, as if by design.

"Give your master a message for me", Iron Man said warningly to her. "Buyer beware; you steal my tech, you answer to me. Even him."

Her dark eyes narrowed, her scowl deepening. Then she simply turned and walked away, followed by the Doom-bots. She saw no point in conflict with Iron Man…..today.

"JARVIS, contact the Vault, let them know they're about to get a few new guests."

"Very well, Sir", the A.I. acknowledged. "Also, Ms. Potts called. She wished to know if you were still out playing superhero or if you would come into the office to do some actual work."

xxXXxx

(Super-prison #3, aka "the Cube", Nevada desert)

Dr. Leonard Samson; expert on radiation, gamma-energy, and the mutations caused by both. He was also Science Director of the Cube. He was walking past cells specifically designed to contain their occupants while looking over a chart on his clipboard.

"Samson!", Carl 'Crusher' Creel, aka the Absorbing Man, called out from the cell in which he was suspended in mid-air in an anti-gravity field so he could not touch and absorb anything. "You can't do this to me! Do you hear?!"

"And how are we today, Bruce?", he asked as he entered the cell in which was restrained his former colleague Dr. Bruce Banner, aka: the Hulk. "No episodes since your capture, I see."

"This is a disaster waiting to happen, Leonard", Bruce told him. Again.

"I've told you again and again, Bruce", Leonard said, trying—again—to reassure his old friend while looking at the vital scan screens, "we'll find a cure for the Hulk. The Cube is the most advanced gamma research facility on the planet. The work we've done with Sterns and Blonski is…"

"You're wrong", Bruce interrupted. "SHIELD and Ross are lying to you. They don't want cures. They want to know how to control these monsters, to use them as weapons. Trust me, I've seen it happen. They will twist everything you do. You want to know what the Cube is, really? It's a Gamma Bomb, waiting to go off."

xxXXxx

It was early afternoon, but their classes were done for today. Duncan stepped into the Brick-Oven Grill with Lyra and Raph with a smile on his scaly face. Classes so far had been interesting if a bit tedious, at least for those pertaining to his Political Sciences Major, but he was really enjoying Archeology. He had chosen it as his Minor to find connections and references to the kaiju in the archeological record. Plus, he kinda liked the idea of being like "Indiana Jones".

Since he was relatively well-known as the hero "Red Dragon", the hybrid Prince and living Symbol of the Human/Kaiju Peace Treaty, he was fairly well-received by his fellow students and the faculty, though there were always a few bad apples that had an attitude with anyone who was different. A few human supremacists considered him just another type of mutant. Idiots.

He was also delighted to find that Lyra was taking all the same classes as him, having the same Major and Minor. So they hung out and studied together quite a lot. He liked her adventurous spirit, plus she was the most beautiful girl he had ever met. The combination had him starting to forget the disaster that was his relationship with Jenna….Wait! What?!

As for Lyra, she found Duncan intriguing on multiple levels. He was strong, noble, and practically oozed power in waves. Yet he was gentle and kind. Plus he was smart, and had a sense of humor. And his exotic reptilian features only added to her attraction; those emerald, slit-pupil eyes, the desert-red scaly skin that felt strong yet supple to the touch….Stop that!

Raph found an empty table and the three friends sat. He and Duncan had become fast-friends, sharing an easy-going-but-no-nonsense attitude. Lesley, a cute, slightly plump waitress and fellow student came over.

"Hi, guys! What'll be this time? As if I didn't already know", she smiled, lighting up the room.

"The usual please, Lesley", Lyra giggled.

"You got it", Lesley replied. "Oh, Raph, I missed yesterday's class with Prof. Halston. Did you video it?"

"I always do", he nodded. "Trying to take notes with that guy is impossible."

"Think you could email me the video file, please?"

"Sure, no problem", he said, fiddling with his phone. "Done."

"Thanks! You're a life saver!", she said, then blushed a little. "M-maybe you could come over later and h-help me study, Raph?"

"Huh?", Raph said, confused. "But your grades are way better than mine. How could I be any help?"

Duncan and Lyra both had to stifle a groan at their clueless friend.

"W-well then, maybe I could help you study?", Lesley asked hopefully.

"Um, sure, I guess", he shrugged.

"Great! I'm off at 10 tonight! I'll get your order in now", she practically danced away; her ample assets bouncing in her top and apron, her thicc behind swinging with a jiggle with each step.

"What was that about?", Raph said, to get a smack to the back of his head from Lyra. "Ow! What was that for?!"

"Dude! You are so stupid", Duncan groaned.

"Are you really that dense?", Lyra asked. "She's totally into you. Has been for a while. She's been dropping hints ever since you broke up with Lynn!"

"Really? But she's so smart and cute and…", He began to stammer, blushing, until….

"Figures you'd go for a fatty, you beta-punk", a familiar snide voice said from the door. The trio looked to see Chet, the 'Alpha' athlete with Lynn on his arm, and the rest of the ESU wrestling team behind him.

Chet's comment got an immediate response from the kitchen in the form of an angry stream of Spanish! Sofia Rose Montana, one of the co-owners and chefs, was a Latina BBW MILF; and took exception to Chet's comment about Lesley.

"Calm down, mi amor", Marcus Abernathy the other owner/chef—and Sofia's fiancé!—said to her, then turned to the athletes. "My latina lover is right, boys. We don't tolerate talk like than in our place! Mind your manners, or get out. And if you're not here to eat, get out."

"We'll leave in a minute!", Chet snapped. "Our…business with the Ravencroft Kid here won't take long. Will it, guys?"

The team chuckled derisively, the threat clear. Duncan and Lyra looked curiously at Raph, who mouthed, 'Tell you later'.

"You want him, you gotta go through me", Duncan told them, standing to face them.

"You don't scare us", Chet sneered. Duncan laughed outright at the punk's bravado.

"I've fought super-villains, Hydra robots, and full-size rogue kaiju", he reminded them. "Trust me; you do not want to try."

"Thanks, Duncan, but this is my fight", Raphael said, standing.

"No-no-no-NO!", Marcus almost shouted, coming out into the dining room. "I will not have my place busted up! If you're gonna fight, take it outside!"

"I was just about to suggest that, Marcus", Raph told the man respectfully.

"We would never disrespect your place like that", Duncan added.

"I'll hold the table and watch your stuff", Lyra sighed resignedly with a small smile.

"You're the best, Lyra", Duncan smiled, making the girl blush as he and Raph followed the wrestling team, and Lynn, outside and around to the alley.

"You sucker-punched me before, you little beta-bitch!", Chet sneered as he squared off with Raph while Duncan casually leaned against the wall. "Now you're gonna pay for it!"

"You stole my girl, and bragged about it to my face, Chester", Raphael replied, emphasizing Chet's full name, which made the bully's eye twitch with irritation. He hated that name!

"He did not steal me!", Lynn sniped. "I chose him. He's a real man, an 'Alpha', like I deserve."

"That's not what I heard", Raph said evenly. "I heard how he actively pursued you, selling you that 'Alpha-male' nonsense really hard until you bought it….just like all the others did. You're just another bimbo in his harem to him."

"What others? There are no others! You're just jealous I dumped you for him! You're lying!"

"Am I?", Raph smirked knowingly. It wasn't even that hard to find out about Chet's…. 'extracurricular activities'.

"Shut up! Get 'im", Chet snarled to his crew, intending a group beat-down. They all stepped forward…..but stopped when a small fireball exploded on the ground in front of them!

"Ah-ah!", Duncan admonished, as if to small children…but with flames in his mouth! "I don't think so.*heh-heh-heh* Let's leave this between the two of them shall we, guys? Your leader claims he was sucker-punched? Then let's see how he does in a 'fair fight'."

The team backed away. Chet growled. This was not how things were supposed to go! He and his boys were supposed to beat this little beta punk down in front of his former girl so bad that he would never raise his head again! The price for daring to challenge the 'Alpha' of the school! He was supposed to spend the rest of his college years, maybe the rest of his life as a broken little beta-bitch! But this freak of a wannabe 'hero' had to interfere!

Chet charged Raph, intent on getting the smaller guy in a grapple and control the fight. Raph faked a right hook to slam a left into Chet's gut, knocking him back and some wind out of him and followed up with a front snap-kick, forcing the bigger boy back to dodge it. Huffing in rage, Chet charged again. This time he powered through Raph's defense and grappled him into a bear-hug, and was trying to use his greater size and strength to crush the smaller boy. Raph strained to rear back, then smashed his forehead into Chet's face!

"GAH! Bmy node! You broke bmy node! ADAIN! It dust pinished healing dou derk!", Chet screamed, releasing Raph to staunch the blood fountain on his face. Raph then gave him a side thrust-kick to the chest that slammed him into wall opposite Duncan, then a standard old-fashioned kick to the family jewels!

"…mommy…", Chet squeaked as his eyes crossed and he fell to the ground. Raph then placed a foot on one of Chet's knees and turned to his crew.

"I could destroy his knee, and wrestling career, right now", he told them. They held their collective breath. Then Raph removed his foot. "But I won't. You guys actually have a chance of winning this year. Take 'im and get outta here. Now."

"Come on, Raph", Duncan grinned. "Let's go back inside and get washed up. The food should be ready soon."

"Sounds good", Raph said, paying no further mind to Chet or his entourage.

When they got back to the table after washing up, Raph decided to explain why Chet had called him 'Ravencroft Boy'.

"My mom is one of the senior psychiatrists at Ravencroft Institute for the Criminally Insane", he explained. "That's why I'm majoring in Psych; I want to follow in her footsteps. But just to be safe, I've also been learning mixed martial arts. You never know when you might have to defend yourself from one of your own patients!"

"Cool", Duncan said.

"An admirable goal", Lyra added.

Just then, Lesley came out of the kitchen carrying their order.

"Here ya go! One Kaiju Special: an extra-large with pepperoni, sausage, carne asada steak, buffalo grilled-chicken, Canadian bacon, pastrami, shrimp, pineapple, and cheddar-jack blended cheese. A large chili-cheese fries. A taco salad("Thanks", Lyra said.) A large ginger ale(Lyra nodded), a large Cherry Coke(Duncan grinned), and a large Dr. Pepper(Raph gave a thumbs-up). Enjoy!"

Marcus had come up with the 'Kaiju Special' just for Duncan, but it had quickly become one of his most popular specialty pizzas among the college crowd. The high-protein with a small kick of heat and a touch of sweet was a favorite of athletes and all-night study-groups alike. Just last week, an Uber Eats driver picked up an order of 10 extra-larges for a frat party! Although that poor driver also picked up—in that same order—2 extra-larges each of extra-cheese, pepperoni, supreme, and a chili-cheese calzone.

But even as he and his friends took slices and began to dig in with gusto, Duncan felt an odd sensation; An almost…..ominous feeling nagging at the back of his mind. As if something…..big were about to happen.

xxXXxx

(Superprison #1, aka: "the Vault", the Rocky Mountains)

After receiving landing clearance from James Woo, the SHIELD agent in charge of security, Iron Man gently dropped the disabled AIM transport carrying his prisoners on the landing pad. Woo and a squad of security came out to take them as Iron Man landed to talk to Woo.

"Thanks", he said. "AIM's been a thorn in SHIELD's side for a long time."

"Yeah, well helping SHIELD is not exactly on my to-do list, but these guys are dangerous", Tony replied. "They had my tech. I took them down. End of story."

"Right", Woo agreed awkwardly. "Well, while you're here, I wanted to talk Vault Security with you. We had an incident the day those Hydra agents were brought in."

"Did Fury put you up to this?", Tony asked dubiously.

"No, this isn't about weapons", the agent assured him. "This is about containment. It's about keeping people safe."

"Ok. Schedule something with Pepper", Tony agreed as he started to lift-off. "Whatever it is, I'm sure it can wait a day."

xxXXxx

(Superprison #2, aka: "the Big House", miniaturized aboard the Shield Helicarrier, New York City air-space)

Dr. Hank Pym(aka: Ant-Man/Giant-Man) was shrunk down and inside the Big House, standing outside the cell occupied by a villain known for his brilliance that, sadly, often crossed into insanity.

"I wanted to ask you a question, Mr…?"

"Mad Thinker will suffice", the man replied almost smugly. He was an older man of average height and build hidden by his drab green jumpsuit. His almost shoulder-length hair was varying shades of streaked grey, and his dark eyes had a somewhat demented look that seemed to match his smirk.

"Ok", Hank said. "SHIELD monitored a conversation you had with Whirlwind recently. By the way, thank you for convincing him to stop trying to break through the forcefield door of his cell before he got hurt. But you said something was going to happen. I'd like to know what."

"Can you not feel it, Ant-Man?", the Thinker asked ominously, as if it were rhetorical. "The better question is not what…. but when."

xXx

Meanwhile, at normal size, Janet Van Dyne(aka: the Wasp) was walking down a corridor of the Helicarrier with Maria Hill.

"Director Fury's offer was very serious, Wasp", Hill told her.

"Hank…Ant-Man is against it", Jan said hesitantly.

"And you?"

"I wanna help", she said. "I wanna do more."

"SHIELD will let you do more", Maria assured her, as a shapely, beautiful red-head came walking from the other direction wearing a skintight black, zip-up cat-suit(with a little cleavage showing) and golden bracers on both arms…..and a look like cold steel in her green eyes as she passed them.

"Who was that?", Jan asked.

"That's classified", Hill told her as gently as she could.

"Hm…on second thought, SHIELD might be a little too dramatic for me", she frowned. "Everything's always so serious."

Then the lights flickered from a power fluctuation.

"Kind of like that", Wasp finished.

At that exact moment, the security systems in all four of the Superprisons began to systematically go offline in a cascade failure, releasing all the inmates!

xXx

Hank was still standing outside Mad Thinker's cell, writing on his clipboard when the lights flickered, then all the forcefield cell-doors shut down in the Big House!

"No!", Hank breathed in horror, as he watched multiple inmates exit their cells with varying looks of eager anticipation, and the Thinker himself stood from his recliner with a demented grin.

"Boom", the Mad Thinker smiled wickedly.

Just then, the Pym Particle Modulator for the Big House failed, returning the building to full size…. inside the SHIELD Helicarrier! Sections of walls and towers burst through the sides, bulkheads, and decks of the flying ship, crippling it. It began slow—sort of—descent toward the East River of Manhattan!

xXx

The Cube was awash in high levels of gamma radiation, the mutated inmates and monsters running loose. Dr. Samson, his hair turning green, was stumbling through the corridors, hardly able to breathe, trying to reach the one man who might be able to help…..

xXx

Alarms were blaring throughout the Helicarrier as Nick Fury tried to regain control from the bridge.

"Someone get to Engineering and tell them to keep us in the air!", he ordered. "And shut off that alarm!"

"Director Fury, a report just came in from the Vault!", a blonde agent said urgently.

"Do I look like I have time for this right now, Quartermain?!", Fury barked.

"Listen to me!", he snapped, then pulled back a bit when his superior turned to him, "Sir, automated reports are coming in from the Vault and the Cube. Their systems are offline, and no one is responding from down in the Big House. Something is seriously wrong!"

Elsewhere in the heavily damaged Helicarrier, former inmates were running amuck and fighting SHIELD agents at every turn; usually getting the better of them. Maria Hill was trying to make it to the bridge, while Wasp was determined to get to the Big House to help Ant-Man!

xXx

Iron Man was flying eastward at high speed, taking in the scenery.

"Incoming call from Ms. Potts, Sir", JARVIS informed him.

"Pepper~! Guess who I ticked off this morning?", he said jovially. "Here's a hint: his name rhymes with 'boom'."

"Tony! Something's happened on the SHIELD Helicarrier, some kind of explosion", she told him. "Tony, it's bad!"

"Sir, there appears to be a problem at the Vault", JARVIS said. "They have stopped transmitting data."

"Ok, Pepper, keep monitoring the Helicarrier situation", Tony told her as he reversed course back to the Vault. "I need to check on something here."

xXx

(midtown Manhattan, moments earlier)

"So your dad, he sleeps for a week?", Jane Foster asked Thor, Prince of Asgard, as they sat at a sidewalk table of a café having lemonades. The thunder god had first met the attractive brown-haired EMT at the site of his recent clash with the Wrecking Crew, and her courage to help the wounded in the face of such danger intrigued him. Thus, when he saw her about to be crushed by a runaway vehicle while she was treating an accident victim, he stepped in to save her. So, they were now 'taking a break' together.

"Yes, the Odinsleep", he replied. "Once a year he must replenish his power, which in turn gives life to Asgard."

"Wow", she said, impressed. "Must be some sleep."

"Indeed. But, during this time, Asgard is vulnerable to attack."

"So, why aren't you there?", Jane asked gently.

"This…seems to be a popular question. It is….complicated", Thor replied.

"Really?", Jane said, arching an eyebrow. "Because it sounds like you're just mad at your dad. There's nothing less complicated than that."

"The mortals…you… I am needed here", he said uncomfortably, crossing his arms.

"You know, we have managed to survive ok", she replied with a soft smile. "We've got police, firemen, paramedics like me…even a few superheroes of our own. Take a week off; help the family. Earth will still be here when you get back."

Thor seemed to consider her words, when…..*BOOOOOM!*

They both looked to the South-east and saw a column of smoke rising in the air above the skyline.

"What was that you were saying about the Earth still being here?", he asked rhetorically as he stood and stepped out toward the sidewalk.

"Touch`e", she said as he spun his hammer and took flight toward the mayhem.

xXx

"Come on-come ON!", Banner strained, pinned beneath heavy debris in the remains of his cell. Then Dr. Samson staggered toward him; battered, bruised, clothes torn, hair and eyes now green.

"Leonard? Oh no! Leonard, you gotta listen to me", Banner urged. "You've been exposed to gamma radiation! We have to get you to a hospital!"

"You were right, Bruce", Samson coughed. "The prisoners, they're all free…it's a disaster!"

"Listen to me, Leonard, you have help me because right now, the Hulk is the only hope we've got", Bruce told him.

Samson blinked a few times, then realizing Bruce was right, began straining to lift the debris. Samson's muscles began to bulge and grow from the gamma in his body, suddenly lifting and throwing the rubble off of Banner….only to get zapped with enough voltage to flash-fry a 25-foot great white shark!

"Zzzax", Banner hissed, seeing the voltage monster stand as Samson fell unconscious. The brightly glowing beast roared static-ly at him.

xXx

Back in the Vault, the Living Lazer cut open the security doors to the storage vault holding all the weapons and tech of his fellow inmates.

"Come on in, everyone! Store's open!", he laughed, as several rushed passed him to get in as he left. But unnoticed by the criminals, the wrongly accused former SHIELD agent Clint Barton, aka: Hawkeye, also snuck in. He punched out Chemistro, then recovered his own specialized bow and quiver of weaponized arrows.

xXx

"AH NUTS!", Wasp exclaimed as she finally reached the overlapping wrecked areas of the Helicarrier and Big House to find that no way would either be salvageable! She saw flashes inside. Hank? She flew in closer.

The ape-like mutated villain Mandrill punched Hank Pym away with a savage grin. King Cobra stepped from the smoke behind him to fire two venom-bombs at him, that he barely dodged! Nearby, the former Soviet scientist known as the Red Ghost was striding confidently when two Ultron security-drones confronted him; while another came up behind him.

"This course of action is ill-advised", the robots' synthesized voices said as they aimed their built-in blasters at him. "You will be subdued now."

He smiled as they fired, because the beams passed harmlessly through his intangible body, disabling the bot behind him. Then one was seized by telekinesis and hurled away by the shrieking orangutan behind them, then the other was pounced upon and smashed savagely by a super-strong gorilla. The Red Ghost's smile widened watching his pets, the mutated Super Apes, while the last—a baboon—climbed up on his shoulder.

Hank dropped down to a reasonably level surface, hoping to catch his breath; but was suddenly grabbed from behind by King Cobra! Mandrill then dropped down in front of him with a wicked smile, cracking his knuckles.

"This is really disappointing, Mandrill", Hank said. "After you've come so far in counseling."

Mandrill snorted and snarled as he charged, angered by his words.

"Very disappointing!", Hank said as her reared back in the reverse bear-hug King Cobra had him in, to kangaroo kick Mandrill away then trigger his belt, shrinking himself out of Cobra's grasp, then back to full-size to slug the surprised serpent villain, now wearing his Ant-Man helmet.

"AW CRA…!", he started to swear as the mega-mutated man-beast Griffin came flying at him, tackling him into a crevasse of debris. Separated by the impact at the bottom, the more powerful Griffin rose to finish off the dazed hero, but was buried under more falling debris.

Just then, the Helicarrier's flight engines completely failed. Fortunately, they were close enough to the surface of the river where it entered the bay by then that the potential crash-landing was instead a 'splash'-landing. However, the formerly flying ship was still sinking.

xXx

Alarms blaring in the Vault, the inmates running amuck, many having regained their weapons, trying to find the way out. Others gleefully tormenting their former guards.

Hawkeye took the best vantage point he could find to take out as many of these criminals as he could to help restore order. He was lining up a shot on the running Ivana Vanko, the beautifully deadly Whiplash…. when Iron Man came blasting through the wall above him!

"Whiplash! Arrow guy!", Tony called in a tone that you could practically see the smirk behind his faceplate as he charged his repulsors. "Say good-night!"

"Hey wait! I'm…!", Hawkeye tried to protest, but then had to dodge the blast, while the other shot knocked Whiplash to the floor. Iron Man was looking for 'arrow guy', when slab of ice hit him, slamming him back into the wall, shattering the ice. Tony fell to the floor, a large chunk of ice landing on top of him to break apart even more. Standing over him was a man in an indigo costume with trimmed with stylized ice-blue 'icicles'. His gloves and the cryo-unit on his back were sublimating frost, while his mask looked like an ice-blue skull wearing a respirator. The Blizzard. He moved aside and Whiplash stood back up as Living Lazer strode over, the red, orange, and yellow neon lights glowing brightly against his black bodysuit.

"Get up, Stark!", Lazer said, his hands on his hips. "We're not done."

"All right, guys", Tony said, getting back on his feet. "We all know how this is gonna end; super-villain team-up or not."

Angered by the famous and familiar 'Stark Snark', the Lazer let loose with a barrage of beams at various angles, forcing his fellow villains to duck and cover while Iron Man dodged….almost. A section of armor the size and shape of a mini lazer-disc slid off the rounded corner of Iron Man's left shoulder, exposing the circuitry-suit underneath. While not actually injured, the neural relays of the armor still made him feel some pain, and he dropped to his knee, holding the damaged shoulder.

"Ugh! Not quite….how I saw it ending….actually", he grunted. Then his head was grabbed by a huge, crimson, metal hand!

"Iron Man! Long has the Crimson Dynamo vaited for this!", the man wearing the red 10' tall armored mech-suit said with a Russian accent, lifting Iron Man up.

"Ok, this is a problem", Stark said, more to himself than anything. "JARVIS, hack in the SHIELD frequency and give the evac order. I want all SHIELD agents out of the Vault right now!"

"Very well, Sir."

xXx

"Director Fury!", Maria hill called out to report as she stepped onto the bridge of the sinking Helicarrier. "The Big House is wide open! Prisoners are reported on all levels. Agents are engaging but, Sir, containment is at zero percent!"

"Forget about the Big House", Fury said ominously, turning to look out the wide front windows at what appeared to be a trash barge. "Our priority is the Raft!"

"The fourth prison", Hill realized in horror. The 'barge' was in reality the disguised top of an elevator shaft down to the very bottom of the East River, to the Super-Ultra High Security facility that was the fourth Superprison, aka: the Raft, was located. Only the most dangerous prisoners were held there. Some deemed such high threats that they were kept unconscious and in stasis! And one of them was awakening a few level below the now-open cells from which emerged the mind-controlling Purple Man and Baron Zemo, former right hand of the Red Skull and his successor as leader of Hydra.

The awakening man was wearing a blue jumpsuit similar to the standard SHIELD uniform. His black hair and beard were long and streaked with grey, as if he had been there for years; suspended in the air by the anti-grav stasis globes on his hands and feet. As he awoke, his power re-shaped the globes into gloves and boots. Though he appeared to have been in stasis there for a long time, his body was strangely fit and healthy.

xXx

Banner screamed in pain from the voltage Zzzax hit him with and fell to the floor when the onslaught stopped so the beast could see if his victim still lived. That was his mistake, as in that moment, Banner transformed into the Incredible Hulk! He roared at Zzzax, having fought the creature before.

In the Cube command center, a strange man contemplated all the screens before him. His skin was green, like most gamma mutants, but he was slight of build and wearing an orange and black jumpsuit with black boots. But his head was his distinguishing feature; the cranium enlarged upwards nearly four times the height of a normal man's head. This is the self-proclaimed Leader, Samuel Sterns. His mutation granted him vast superhuman intelligence.

"Whatever occurred here at the Cube, seems to have occurred at the Vault and the Big House as well", the Leader said calmly, Abomination and Absorbing Man by his side. "Intriguing."

"Yeah, it's a mystery", Absorbing Man said impatiently. "So how 'bout we just get the heck outta here?"

"Leave?", the Leader queried rhetorically. "Why would we ever leave here? This is where I'm going to change….the world. (hears the Hulk roar elsewhere in the building and slightly smiles) Our old friend. Go. Deal with the Hulk, once and for all."

xXx

"Agent Woo to Iron Man", the man radioed from one of the SHIELD aircraft now clear of the Vault. "All SHIELD personnel are clear. Repeat, we are clear, so get out of there, Tony!"

"Agh! Yeah, I'm working on that Jimmy!", Stark replied after being slammed to the floor by Crimson Dynamo again.

"I remember when you put me away in here, Iron Man", Blizzard said in a voice as cold as his name when he stepped into view. "I remember what I said I'd do if I ever saw you again."

"Let me guess; bore me to death?", Stark snarked, still being held down by Dynamo.

Blizzard placed a finger on Iron Man's faceplate, and ice began to spread, the cold starting to painfully penetrate his helmet! Then three arrows struck the back of the Crimson Dynamo, surprising him and the surrounding villains as they beeped a few times, then exploded!

With Blizzard, Lazer, and Whiplash all knocked down by the blast, and the Dynamo distracted, Iron Man was able to free himself. He grabbed the Crimson Dynamo and rocketed him into a wall.

"JARVIS, initiate takeover of all Vault systems!", he said, getting up from his felled enemy. He turned to look up and saw Hawkeye salute him and run off.

"Done. Your command, Sir?"

"Begin self-destruct sequence", he ordered, then launched toward the upper exit.

"Beginning countdown…."

"Wait, where's he going?", Blizzard asked.

"Who cares? Let's get outta here!", Whiplash urged.

"Agreed", Living Lazer said, aiming at the wall.

As Iron Man streaked into the sky in his damaged armor, explosions detonated throughout the former superprison, the shockwaves of which caused him to crash into a nearby snowy mountain.

"Ugh…Give me an update, JARVIS", Tony said as he climbed out of the crater of his crash.

"According to SHIELD communications, there is a breakout event occurring at the Cube as well. And the Helicarrier has crashed in the East River and has drifted into New York Bay as it is currently sinking."

"I may need a fresh suit of armor", Tony quipped, looking at the damaged state of the suit he was wearing.

xXx

(back in the Big House)

Ant-Man was taking a beating from the rapidly spinning Whirlwind, knocking him to the broken floor.

"And when I'm done with you, I'm gonna find the bug-girl, and tear her apart", the villain boasted. Ant-Man saw the Griffin heave the rubble off himself and look up to see him, and snarl.

"I'd let you tell the Wasp yourself", Hank said as Whirlwind picked him up to face him, "but you're about to get knocked out!"

He then shrank out of Whirlwind's grasp, just in time to avoid be tackled by the griffin, a fate suffered by the spin-cycle villain instead! As the two villains crashed into the wall, the flying Wasp caught the shrunk Ant-Man by his hands.

"So, how's you day been?", she asked with light humor.

"Painful", he ground out. "And I don't think it's over yet."

xXx

(the Cube)

Hulk carried the unconscious Samson on his shoulder through the corridors that still flowed with gamma-irradiated mist. The good doctor was still changing, albeit slowly now, while the green goliath looked for an exit….or a place to make one. Finally finding an outer wall, he gently set Samson down off to the side, and smashed open the wall with both massive fists! Turning to pick up Samson, he was grabbed and hurled back down the hallway by Emile Blonski; the Abomination!

Russian-born, American raised and trained former Special-Forces soldier, Blonski was voluntarily injected with an experimental Super-Soldier serum and exposed massive gamma radiation, in an experiment to create a living weapon Gen. Ross could control to defeat the Hulk.

Despite his more monstrous, gargoyle-like mutated appearance, it was originally thought a success when he seemed stronger than the Hulk. But he proved uncontrollable, and ultimately a failure as his strength, while much greater than the Hulk's starting base-strength, was set and finite. As the Hulk grew more angry, the green goliath continued to get stronger until that strength exceeded that of Blonski; leading to his first of many defeats, as he became obsessed with beating the Hulk….only to lose every time.

Hulk stood up to exchange blows with the charging Abomination. A sideswiping double-axehandle sent the Hulk flying back into a metal wall….which grew arms to wind around him! The face of the Absorbing Man emerged to laugh at him. Hulk saw Abomination charging toward him again, massive fist cocked for a punch. He leaped straight up, breaking Absorbing Man's grip, causing Abominations punch to hit his ally in the face instead, sinking his fist far into the wall.

Landing, Hulk roared at Abomination as he freed himself from the wall, but then heard Samson groan. Resisting his instincts to keep fighting, Hulk instead collapsed the corridor between his enemies and himself, picked up Samson, and leaped out the opening he'd made before and would be miles away in minutes from that one leap.

"Come on! Let's get…!", Abomination started to say after shifted the rubble out of the way and then saw the Hulk's disappearing form.

"No", Leader's voice came over the hallway speaker. "Abomination, Absorbing Man; do not pursue. Let the Hulk go. We have work to do."

xXx

(Superprison #4, aka: "the Raft")

The bearded man levitated up out of his specially designed cell into absolute chaos, as villains and criminals of every description were running loose, causing mayhem of all kinds. He seemed confused.

"Where am I?", he asked out loud, then noticed the length of his beard and hair. "How long have I been here?" He turned to see Purple Man and Baron Zemo working on the machinery inside an open panel, possibly hoping to override the elevator to escape. Zemo looked up at him.

"Longer than me", the violet-masked man replied. "And I have been imprisoned here for six years."

The man's eyes widened in shock, then narrowed and began to glow bright white in rage.

"FURY!", he bellowed, waves of gravitons beginning to pulse from his body.

xXx

"You're acting Director until I get back, Hill", Fury said from the troop-copter he was in, using the standard SHIELD-issue vid-com on his wrist. "Save who you can. Contain any escapees you see. I'll update you from the Raft."

"And if the Raft prisoners have been freed?", she asked.

"Then you should enjoy being acting-Director while you can", he replied dryly as the chopper set-down on the 'garbage-skow' façade. Armed with energy-rifles, Fury and his squad stepped onto the Raft. "Look alive, Boys! Shoot first, ask questions later."

Just then the 'barge' under them shuddered violently, then rose hundreds of feet straight up in the air along with the entire shaft and full prison at the bottom! Civilians on the streets of the city could not believe what they were seeing!

"EVACUATE! EVERYBODY OFF THIS BARGE NOW!", Fury yelled. He tried to follow his men back to the chopper, but instead found himself seized by an unseen force and lifted into the air…..to come face-to-angry-face with the man in blue who had awakened deep inside the Raft earlier. His rifle gone, Fury drew and aimed his pistol. The man simply flexed one finger, flinging the gun away.

"Graviton", Fury growled.

(Flashback, 10 years ago, the SHIELD Helicarrier.)

"Unlimited resources. Cutting edge technologies. Volunteer human test-subjects. Bottom-line, Dr. Hall; we're looking to continue Abraham Erskine's work", Director Fury told the man sitting across his desk from him. "SHIELD wants Super-Soldiers, and we want you on our team."

"When do I start", the black-haired Dr. Franklin Hall asked with an eager glint in his steel-grey eyes.

[a few months later]

"Pull the plug, Doctor!", Fury ordered from the observation deck as Dr. Hall stood at the control panel of his Gravitational-field generator, a large ball of bright-blue gravity-waves swirling like a miniature sun before him.

"I said NOT YET!", Hall barked. "This is my lab, and I can control this! Can't you feel the power?"

"Shut it down, Hall! That's an ORDER!", Fury yelled through the mic.

Ignoring the Director, Hall pushed the power levels to full. The gravity-ball condensed, the exploded spectacularly, throwing the Doctor againt the wall.

Franklin Hall awoke sometime later on a bed in some kind of medical bay, a doctor and nurse in scrubs attending him. He tried to move, but found he was strapped down!

"Where am I? Why am I in restraints? What happened to my lab?", Hall demanded in rapid succession.

"It's ok, Franklin", the doctor said calmly, hoping to calm him. "There was an accident. We're concerned that you may have been expos…"

"What do you mean 'accident'?", Hall asked sharply, his eyes glowing white!" "I want to see my chart! I want to see…?"

Hall was amazed when the doctor, then the nurse, were both lifted and slammed against the ceiling and wall respectively….by nothing!

"I don't understand. What's…?", he started to say, then the med-bed he was strapped to came apart—freeing him—and the parts and other objects in the room began to float then fly about violently. "I'm doing this", he realized. "I'm controlling gravity itself." Then flexing his will, he pulled the doctor and nurse forward to float fearfully in front of him.

"I want to see Nick Fury", Hall said. "Right now."

Suddenly, dozens of vents in the walls opened, flooding the room with sedative gas. The last thing Hall saw was Fury's face through the observation window.

(end flashback)

"What do you want, Hall?", Fury said impatiently.

"Oh, I think you know", Hall said, irked at Fury's attitude in the face of his wrath and power. "I want to show you the same KINDNESS that you've shown me! I'm going to take YEARS off your life!"

Manipulated by Hall's gravitational powers, Fury's body began to contort painfully.

"On second thought, I'll take them all!", the villain laughed with satisfaction as the Director started to grunt and cry out in pain, his bones and joints creaking.

A large war-hammer came flying in to slam into Graviton's chest, sending him flying, before reversing course to retirn to Thor's hand. Director Fury was in free-fall until Wasp grabbed the strap of his shoulder holster and flew toward the city shore.

"Wasp?"

"No time for small-talk! We gotta move!", she said, as the Raft began to fall back into place. The SHIELD agents managed to escape in their copter, but Wasp was struggling to keep ahead of the large wave caused by the facility splashing back down with Ant-Man looking on worried from the docks!

Thor flew toward Graviton and stopped when they were about 20 yards from each other.

"Your power is impressive…for a mortal", Thor told him. "Stand down now before anyone is hurt, and you may yet walk away from this."

"Fury called me 'Graviton'. Fury, he knows", the villain said. "I can control gravity. I can do ANYTHING! I'll crush Fury. I'll crush you! And then I'll show the world the power I have!"

"I think not, villain", Thor replied firmly, grinning at the prospect of battle and swinging Mjolnir. "HAVE AT THEE!"

The God of Thunder hurled a bolt of lightning at Graviton, who deflected it into the water. Thor closed the distance to strike, only for his hammer to be stopped by a shield of gravitational energy.

"HEY, KRAMPUS!"

Turning toward the momentary distraction, Graviton flinched at the fireball that he barely blocked from his face, then yelled in pain from the claws that raked across his chest, also damaging the large steel pauldrons on his shoulders that he'd created from his former restraints. He looked back up angrily at his assailant; Red Dragon, who was how hovering close to a confused Thor.

"I do not understand", Thor said. "Are you a man, or a dragon?"

"I'm….complicated", Duncan replied. "You can call me Red Dragon, and I'm here to help."

"Very well, fellow warrior", Thor grinned. "Let show this villain the error of his ways!"

xXx

Iron Man was streaking eastward across the mid-west at the best speed his damaged armor could manage, when the flight jets gave out completely causing him to crash in, of all places, a cornfield.

"Ugh-agh…Great. I'll never get a taxi here", Tony griped. "JARVIS, any news from the Helicarrier?"

"Still sinking, Sir."

"Thanks", Tony said sarcastically. "Open remote access to the Chicago armory."

"Remote access initiated. Activating Mark VII armor now.", JARVIS responded obediently. At the Stark Industries facility in Chicago, in the Amory, a high-security alcove opened and launched a gleaming red and gold capsule.

Back at the cornfield, the farmer was dumbfounded driving by on his tractor at the sight of the damaged Iron Man standing in his field.

"Hey", Tony greeted with a wave and smile, his faceplate raised. "Just waiting for my ride."

xXx

"Anything you'd like to tell us, Fury?", Hank asked expectantly as they watched Thor and Red Dragon fighting Graviton from the docks.

"Not really", Fury replied, then keyed his ear-comm, "SHIELD Command? This Director Nick Fury. I am declaring an Omega Level Emergency. Every SHIELD Agent, every Hulkbuster Unit, MEGTAF, the U.S. Armed Forces; they are all now under my direct control!"

"Wow", Wasp said, impressed…and worried. "Nick Fury is actually worried."

"Who is he?", Ant-Man asked.

"Dr, Franklin Hall."

"The physicist?", Hank asked, recognizing the name. "No one's heard from him in years, not since he joined SHIELD. What happened to him?"

"That's classified", Fury retorted.

"Really? Because I think it's about to get un-classified real quick!", Wasp sniped sharply, pointing toward to battle raging in the sky.

xXx

Customers at a diner in the desert were watching a news report of the unfolding action in New York, when a tremor shook the building! The Hulk came through the door….well, tried to as it was far too small for his very large frame, forcing him to damage it; scaring them all out the opposite exit. The only person left was the middle-aged waitress with a look the seemed to say that she had seen everything. She didn't even drop the carafe of coffee she was holding when he came in. Hulk gently placed Samson on the counter.

"Chicken soup", he requested for the man. "Take care of him."

As the waitress checked on the still unconscious Samson, Hulk regarded the news report.

'You could do something, you know', the voice of Banner said in his head.

'What d'you want?', Hulk retorted. These internal 'conversations' they had found a way to have in recent years might be better than nothing, and he had learned a lot since they began, but Hulk still found 'Puny Banner' annoying.

'You could make a difference. You could help Thor, just like you saved Samson in the Cube.'

'Funny', Hulk replied. 'I don't remember Thor ever coming to help me.'

'If you help, it will help us', Banner reasoned. 'If you stand by other heroes, if you save lives; people will begin to see that the Hulk isn't a monster, that you can be a force for good."

'If I do this, then you do something for me', Hulk growled.

'What?'

'I stay! I stay the HULK, not Banner!'

xXx

Thor and Red Dragon continued to trade blows with Graviton, who's gravitational forcefield kept taking the brunt of their immense force.

"I can't just stand here and watch this", Wasp said. "We have to do something! If Red Dragon and Thor can't stop him, he'll come into the city!"

"Don't you think I know that, Wasp?", Fury snapped.

"Jan…", Hank started, his hand on her shoulder to reason with her, but she shrugged it off.

"We are talking millions of people!", she reminded them. "I'm not gonna let that happen!"

"Jan…Jan, wait!", Ant-Man called as she shrank and flew toward the battle.

Red Dragon punched with fists covered in flames. Thor struck with his mighty hammer charged with mystical lightning. Graviton's shield took it all. Then he hit them with gravity waves, sending them flying back into a stand-off.

"Can your brutish minds not comprehend what I'm telling you?!", Graviton shouted. "I control one of the four fundamental forces of Reality! I can totally remove gravity's effect on you, sending you hurtling into Space. Or increase it a thousand-fold…LIKE THIS!"

Thor dropped to the water like an anvil, slamming to the muddy bottom hard enough to sink several feet into the muck!

"THOR!", Red Dragon yelled.

"Or I can even do things as intricate as negating your relative inertia to the Earth's rotation, like this!", Graviton boasted, and Red Dragon felt the air rushing past him at hundreds of miles per hour! After a few seconds, things returned to normal, but Duncan was no longer where he was! He was miles West of the city, over the countryside! Snarling, he headed back as fast as his wings would carry him!

"FURY!", Graviton bellowed as he flew toward the docks, stopping only when he felt a very painful shocking sting to his face.

"Franklin Hall!", Wasp said, drawing his attention to her tiny form several inches from his face. "You give theoretical physicists a bad name! Now knock it off! Before I make you!"

"Ha-ha-ha-ha! Are you joking! With the power at my disposal, I could…Agh!", he yelped as she shot him in the face with another bio-sting! The she used her tiny size to her advantage to flit all around him, stinging him at will! "OW! AHG! OW!"

Still miles away, coming in from the southwest, Tony felt better now in undamaged armor. He had sent the damaged suit back to Chicago in the pod, cursing the repairs he'd have to make.

"JARVIS, give me full satellite coverage on the scene", Tony ordered. The HUD showed the area, then zoomed in to show Wasp engaging Graviton. "Janet?"

Concerned, Iron Man activated additional jets in the back of his armor and kicked it up to supersonic speed!

Graviton had ducked and covered his face with his crossed arms and endured multiple painful stings over his body, when Wasp paused.

"Ready to give up?", she asked, her hands glowing brightly to fire again.

He glared at her and simply flexed his gravitity field, sending her flying! She bounced several times on the water-surface like a stone skipped by a child as Iron Man arrived. His scanners saw she was breathing just before he plowed fists first into Graviton, then blasted him into the water with both repulsors! Wasp flew up to him.

"Hey, Janet", he greeted jovially. "I knew we travelled in some of the same social circles, but I didn't know you came to parties like this. So who was that guy?"

"Some crazy physicist", she said. "Something to do with Nick Fury. Tony, am I glad to see you. I wasn't sure if you were on the West coast or…. Oh no! Thor!"

"What?", Tony said, confused as Wasp flew off as if searching the waves.

"Thor! You know, with the hammer? He's stuck at the bottom of the ocean! We have to help him!", Wasp said urgently, as Graviton rose back into the air.

"Warning! Gravitional field around the target is in flux! Extreme caution is advised!", JARVIS warned.

"Janet, the energy this guy is putting out? The only comparison is a black hole!", Tony said, alarmed. "This guy is trouble!"

"You're right", Graviton sneered, and gestured upward with his right hand.

"WHOA!", Iron Man yelled as he hurtled skyward into space!

"What are Graviton's upper-limits?", Hank asked Fury on the docks.

"We studied him for years", Fury replied. "And as far as we can tell, he doesn't have any. What do you think you're gonna do, Pym? Talk him down?"

"No, it's too late for that", Hank said, activating his belt.

Wasp is zapping Graviton through every opening possible. At one point he caught her in his hand, until a sting to his face forced him to release her…..just in time for a pair of giant hands to capture him as if holding a firefly!

"Hank! You went big!", Wasp said to Ant-Man, now Giant-Man, in surprise.

"Janet, get out of here", he said. "I'll handle Graviton."

"What?! No! We're in this together!", she argued.

Just then, Graviton flexed his gravity field hard enough to not only force Giant-Man's hands open, but to shove both him and Wasp back toward the docks! As his giant feet dragged the bottom, they passed Thor who managed to drag himself from the silt and sand, and saw his hammer close by. Hank fell on his back, hitting his head on the docks near Director Fury. Fury looked up as the villain levitated closer.

"This is between us, Hall", Fury said. "Do whatever you want to me, but no one else has to get hurt."

"No", Graviton sneered. "You wanted me to create a 'Super-Soldier', but I've become so much more! I'm beyond human now. I'm going to crush you, and show the world their new Master's power! Destroying the city will be a good demonstration! Good-bye, Nick Fury!"

Graviton then lifted him up with his power and literally crushed him with a gesture….to reveal that it was merely an android replica, a decoy.

"Fury! FURY!", Graviton bellowed in rage at being denied his revenge.

"Well that could've gone better", Fury said, watching with his troops from the shipping yards on the other side of the river.

Graviton then taxed his power as never before to make good his threat. The city shook violently, buildings were damaged, vehicles crashed…. as the entire southern tip of lower Manhattan was raised thousands of feet into the air! It was to this scene that Red Dragon returned, unable to believe his eyes, until he saw Thor emerge from the waves and fly toward the villain with purpose. Then he got an idea.

'It just might work', he grinned, and flew forward; shooting fireballs at Graviton. The villain saw him and blocked with his gravity-shield, but was not able to fully protect himself when Thor clobbered him with his hammer, sending him flying into the massive foundation of earth and rock upon which the raised city sat! Dragon then blasted Graviton with a sustained blast of fire. Even shielding himself, Graviton was blasted deep into the earth.

However, the raised section of the city began to fall. Thor flew beneath to 'catch' it and slow the descent by pushing upward with all his Asgardian strength, and help it settle properly back in the original place.

Out in space, Iron Man was struggling to regain control with his thrusters and fly back to Earth.

"Need…more….power", he said, straining.

"Note! Gravitational effect has ceased!", JARVIS announced. With that Tony was easily able set a return course at top-speed.

Graviton smashed his way up through the street, eyes blazing with power, ready to wreak more havoc…. until he was struck by the hurtling Mjolnir, sending him tumbling down the cracked and crumbling asphalt. The hammer returned to Thor's hand.

"I recommend you stay down, mortal", the God of Thunder stated firmly.

"Heh-heh-heh. You think you can stop me?", Graviton sneered as he stood back up and floated up toward Thor, gravity-waves emanating from his hands. "I've beaten you before. I can do it again!"

Then he was, "AAAGH!", struck and pushed back down by a massive burst from Iron Man's uni-beam! The armored hero and the Thunder God landed at the edge of the resulting crater.

"You really should listen to the man", Iron Man said to Graviton.

Growling at the bottom, Graviton started to stand again, when this time he was hit, "URRGH!", by a huge blast of intense flames, forcing him to his knees and shield himself. Red Dragon then landed to Thor's left.

"What he said", the hybrid quipped. "And people say I'm a hot-head."

"You're sick, Franklin", Giant-Man said empathetically from behind him, the ground shaking as he stepped near the crater. "You need help."

Then Wasp flew around up near his face again, looking not-so sympathetic. "Or possibly more zapping", she said, hands glowing.

"No-No…the power I wield, I…. YOU ARE NOTHING COMPARED TO ME!", Graviton's anger and frustration boiled over, and he pushed them all hard against the surrounding buildings with his powers and held them there! "I'M STRONGER THAN ALL OF YOU! I'M THE STRONGEST ONE THERE IS!"

Just then, an 8'-tall gamma-green mass of muscle landed on the rooftop directly behind him, crushing a large ventilation unit!

"You sure about that?", the Hulk smirked, then tackled Graviton; carrying him across the river into the shipping yards while punching him to crash and trade blows among the shipping containers and cranes! So powerful were the Hulk's blows that they visibly warped the villain's gravity shields! Hulk hit Graviton clear to the other end of the shipyard, and leapt after him roaring and growling with anger! "GRAURGH!"

"I did not realize there were ogres on Midgard", Thor said to Iron Man and Red Dragon as they flew onto the scene.

"Is that…the Hulk?", Giant-Man asked with a bit of awe when he and Wasp arrived.

"Isn't he supposed to be, y'know, the 'bad-guy'?", Wasp asked, having heard the stories of the destruction left in the Hulk's wake.

Snarling, the Hulk was about to smash down on Graviton again with both massive fists….

"NO!", Graviton yelled with anger, crushing his powers down on the green goliath, forming a crater with the gravity pressure on him!

"Take him down!", Iron Man ordered, and everyone rushed in….only for the villain to expand the field with a mere gesture or two and bring them all down to the ground; held down as if they each weighed tons.

"Look at you fools", Graviton sneered derisively. "I possess the power of the UNIVERSE ITSELF! I AM POWER!"

He floated upward, creating a gravity cyclone of dust, debris, and shipping containers hundreds of feet high, while still holding all the heroes down fast to the ground.

"Can't move", Iron Man grunted. "Can you?"

"Nay", Thor replied, straining to barely lift his head. "The others?"

All of them were stuck, barely able to even breathe….except one; one who was getting angry, and the angrier he got, the stronger he became, and he began to move, then push himself up to stand! Grunting and growling with rage, the incredible Hulk took a step forward, his foot making another crater, then another, and another! His rage focused on a disbelieving Graviton! He pushed down harder on the Hulk, but in his enraged state the green giant just would not stop! He got up again and kept coming one slow step at a time!

"No, nothing's that powerful!", Graviton told himself through clenched teeth as sweat started to drip down his face from the effort! "I control gravity itself!"

Meanwhile, Giant-Man shrank down, activated his Ant-Man helmet, and began to signal a fire-ant nest nearby; and the male breeder ants took wing.

Just then, several fire-ants painfully bite "Nyaaagh!" Graviton on the back of his neck, totally breaking his concentration! As he twisted and contorted to swat them away, the Hulk burst out of the mountain of containers that had buried him in the crater to blitz-tackle Graviton again!

The gravity hold broken, the other heroes got up, ready to fight!

"This is IMPOSSIBLE!", Graviton roared, blocking a smash from Hulk, then sending him high into the air to drop helplessly while he launched countless containers at him.

Iron Man fired multiple rounds of pulse-bolts at Graviton, joined by fireballs from Red Dragon. Hulk knocked aside the first few containers just before Wasp arrived and started using her stings to blast or cut through containers for him.

"You're-you're helping me?", Hulk said in amazement, hardly believing it.

"Yeah! Now hit 'im!", she smirked, which he quickly mirrored. Together they made it through the onslaught to catch the distracted Graviton unawares, the Hulk smashing his shield hard enough to warp it and force him back to the ground!

Hulk was about to punch him again, when the villain pushed him away waaaay up on a pillar of rock from the ground!

Then Wasp flew in to strafe him with stings, just before Iron Man flew right above him to hit him with a blast from his chest-plate uni-beam!

Battered, Graviton raised another ridge of rock to cut-off the beam; to get a huge stream of fire in the back from Red Dragon!

Meanwhile, Ant-Man flew on the back of an ant toward a small derelict cargo ship nearby that had been abandoned for years, waiting to be scrapped, and dove into the water. Turning into Giant-Man, he lifted the old ship and threw it at Graviton! It smashed and exploded as a massive thunderhead began to form in the clouds overhead. The hit from the ship forced Graviton to drop all the stone pillars he had formed, which fell—more or less—back into place.

"Everybody back!" Red Dragon warned. Far above, Thor gathered every volt from the atmosphere from the Jersey Shore to Cape Cod….

"FOR MIDGARD!", the God of Thunder commanded, bringing the most powerful bolt of lightning the planet has ever seen down on Graviton, who screamed in pain! When the smoke cleared a charred, battered, bruised, and beaten Graviton fell to his knees at the center of the massive crater, still barely conscious. He looked up to see the heroes standing over him at the edge.

"Who's strongest now?", Hulk asked dryly.

"You had the power to do anything, Franklin", Giant-Man said, then shrank back down to normal-size. "And you used it to put millions of lives at risk."

"Pretty sad", Wasp sniped, hovering over Hank's right shoulder. Then she zapped Graviton with one last sting, knocking him out, drooling in the crater!

"Come!" Thor said suddenly, somehow managing to get his arms around all their shoulders, "Let us celebrate!"

"FREEZE!", a voice on a loudspeaker barked. SHIELD troops and Hulkbuster units and tanks had arrived, all aiming their weapons. "STEP AWAY FROM THE HULK! HE'S A FUGITIVE FROM THE CUBE!"

Growling, Hulk prepared to fight. He was surprised when Iron Man stepped in front of him to face down the troops!

"You want the Hulk, you go through me", Tony told them. "The Hulk saved us all. He's a hero, as sure as any of us."

Hulk surprise grew, as the other heroes all joined Iron Man's side in standing between him and the authorities. Red Dragon even turned his head to look up at him to smile and nod once as well.

"Stand down!", Nick Fury ordered as he stepped to the front of his men, Maria Hill to his left. "We got bigger problems than the Hulk. Almost a hundred super-villains are all on the loose all across the country, maybe the world by now."

"How did this happen, Fury?", Tony asked sharply.

"I don't know, but we can find out together", Fury offered. "Come work for me. As SHIELD agents you can make a real difference."

"No!", Hank said, walking up to get in Fury's face. "This is your fault, isn't it? SHIELD created Graviton. Whatever you had Hall doing, it changed him. You kept it under wraps, and this happened!"

Fury glared back, neither confirming nor denying anything.

"Fury's right", Tony said suddenly, surprising everyone.

"What?! You, of all people, are gonna work for SHIELD?!", Wasp asked incredulously.

"No, he's right about us making a difference together", Tony clarified. "One-on-one, we can each take down a villain or two, but nearly a hundred? None of us can do it alone. Together, we have a chance. What we did here, it can change things. The world needs us, but not as SHIELD agents(Maria Hill made to interrupt sharply, but was stopped by Fury's hand on her shoulder.), as a team, on our own. Together we can avenge the wrongs caused by all these villains."

"We can be Avengers", Red Dragon said with a grin.

"Hmph. Good name", Hulk grunted.

"Yeah, it is", Wasp agreed.

"Director Fury", Quartermain said, stepping up with a data-pad. "We have the security footage online. Graviton didn't wake until after the super-villain prison shut down. He couldn't have been responsible."

"Then if he wasn't, who was?", Fury asked ominously.

xxXXxx

Author's notes: Whew! Long chapter!

My OC Raph is the son of Dr. Kafka, the chief psychiatrist of the Ravencroft Institute of the Criminally Insane from Spider-Man. The OC Lesley is an homage to the memory of my GF's best friend who, sadly, passed away in 2016, whom I had the honor to meet only once.

For Blizzard, I took the mask from the episode and combined it with the costume he wore in the 90's Iron Man animated series. The combination is definitely better than the rip-off 'Captain-Cold' look they used.

Next chapter Iron Man needs some time to set up the Mansion and everything, but Duncan gets a call from his mom about strange, deadly goings-on in the desert back home. He might even meet some other random heroes investigating.

Long reviews and suggestions are always welcome! Flames will be recycled for a beachside cook-out.

xxXXxx