A/N: Now before we begin the story of The Avengers: Earths Mightiest Heroes I just letting you know I will add more characters to the story at the end of Season Two, This is basically Season One, Now I don't have all the comics to all the Avengers stories so I'm just gonna play it by ear and research them when we reach the end of Season two. That doesn't mean that I will not add my own OC Heroes or Villains just as a filler for these seasons.

The OC Heroes and Villains will get their profiles and stories as well as well as their demise or redemption or rise up as heroes and villains, so as for now I'll be just happy with adding Marvel characters to the story, also expect more Guardians of the Galaxy, X-Men, Fantastic Four, Heroes for Hire and Individual Hero characters to fight their enemies, the same goes for the Villains as well.

Also if you want to add any Marvel Characters just to see them in action you can tell me on the reviews or PM Mail I can read them there and respond to them and add it to the story, THIS is for the FUTURE REFERENCE don't wait around just ask.

Also thanks follow this and liking this story, also thanks for for sharing information about some MARVEL Characters I will definitely add them after the last season of The Avengers: Earth's Mightiest Heroes. (Just to be clear the Animated Series not the comics, and Cinematic's all together.)

Granted it will not be entirely the same as the Original comics but still the same character's and overall personality and actions and other events will happen just in a different perspective and/or order.

This is the longest note I ever did so I just want to clear it up for those who are new or those who aren't new to the Avengers: Earth's Mightiest Heroes series. It was a series with great potential and could have gotten some more episodes in but didn't. I'm venting my frustration on how the series didn't get more attention and more episodes, I'm sorry...

Anyway, onto the story!


Medical Ward

Rex wakes up and realizes he's in a medical ward and he is strapped and wants to know where he is.

Rex: What? Where am I? Why am I in this suit?

Male Nurse: Easy you were in an accident your ok now.

Rex: Why am I strapped?


Other side of the Window

As we see Nick Fury was there and so was Agent Coulson and Agent Rhys as the two were watching him.

Fury: It seems that our patient is awake.

We now know that this was a fake hospital room and Rex is in a Medical ward or what looks like a medical ward as Rex was moved to a few locations when he was unconscious the first was a warehouse the second was Research medical wing and then finally a makeshift hospital where we see a few nurses reading a few charts as Rex then wakes up and is strapped to the table as he panicked a bit.

Coulson: What do you want to do sir?

Fury: Keep him under observation for now.

Fury then leaves the two by themselves as they watch Rex panic a bit.


Back with Rex

Male Nurse: Whoa, calm down we need to know more about you can you tell me who you are?

Rex: My name is... Alexander Caden I'm from.. from... I can't remember?

Female Nurse: Well just relax you'll be taken care of in no time.

Rex: I'd be more ok if I was out of these restraints.

Male Nurse: Sorry but we need to keep an eye on you for a few days.

Rex: Ok.

As the Nurses were there as we see Rhys and Coulson watching him so far he was being the ideal hospital patient. As Rex was being checked up Someone else across the world was busy being a Hero.


Outerspace

We see a satellite hovering in outer-space and we see on the Side of it it said STARK Industries as we then see it focused on a area as we then hear Tony Starks voice as he asked his A.I. friend for some information.

Iron Man: [Talking on Jarvis.] Talk to me Jarvis.

We then see the Camera is now online and we see it is over in Europe and we see it's point of view.

Jarvis: [To Tony Stark.] Indeed.

We then see Jarvis locate something as he zoomed in on a location in the certain part of the world.

Jarvis: Tracking signal located. Location-- The Gerlach Mountain Range, Slovakia.

Iron Man: Switch to infrared.

We then see it switch to a red landscape but we see some blue area with a green energy dome.

Iron Man: Got them.


The Gerlach Mountain Range, Slovakia, Weapons deal

We see AIM, Advanced Idea Mechanics they are a privately funded think tank organized of a group of brilliant scientists whose sole dedication is to acquire and develop power through technological means to overthrow the governments of the world. They supply arms and technology to radicals and subversive organizations in order to foster a violent technological revolution of society while making a profit.

And right now they are making a sale to Lucia von Bardas Dr. Doom's right hand Cybernetic Woman as the Scientist Supreme leader of AIM as of right now.

Scientist Supreme: Just tell us that there is need, Miss Avon Bardas, and AIM can supply you with anything you desire. [Shows their weapons.] With any one of our weapons, you can crush an army.

Miss Lucia here smirked at the idea of using said weapon against a Army or possibly against other nations for war but it will be short lived as we hear a Familiar voice of Tony Stark flying in the air before landing and kicking up dust.

Iron Man: Well, good thing I didn't bring an army then. [Lands on the Ground Iron Man style.] Wow, quite a sale you've got going on here. A lot of neat stuff. [Scans all the weapons and notes that their Stark Industry weapons.] Unfortunately, some of it has my name on it.

AIM soldiers didn't waste time they aimed their weapons at Iron Man and we see them blast a green energy but Iron Man used his own shields to block off the attack.

Iron Man: [Quips.] You know, for calling yourselves the Advanced Idea Mechanics, that was a really bad idea.

Then Iron Man used his armored chest to launch a pulse that both knocked out both Weapons and Aim soldiers even the Scientist Supreme leaving Lucia von Bardas alone as he walks up to her cyborgness herself.

Iron Man: [Threatening.] Give your master a message for me. Buyer beware. You steal my tech, you answer to me. [Leans in closer.] Even him.

As Lucia von Bardas looked displeased by Iron Man's threat does what was asked as she and her robot bodyguards followed her and as they leave we see Tony removed his faceplate and contacts SHIELD to pick up his mess.

Iron Man: Jarvis, contact the Vault. Let them know they're about to get a few guests. [Looks at the rest of the AIM there.]

Jarvis: Very well, sir. Also, Miss Potts called. She wished to know if you were still out playing superhero, or if you're going to come into the office to do some actual work.

Tony then brought his face plate down and raised his arms and he aimed it at AIM, he used some electric stun repulsor mode and knocked two AIM soldiers down and responded to Jarvis.

Iron Man: Nope.


Meanwhile at Colorado, The Cube

From the outside we see it is still functional and well protected. This place is made for Gamma, Cosmic, and other radiation superpower villains like Abomination.


Inside the Cube

We see the inmates inside are still in their own confined and specifically powered cells.

As we see Leonard Samson pass by each cell's such as Wrecker (Dirk Garthwaite) as he tries punching out but can't, Zzzax as he is in a electrical prison and then we see Absorbing Man (Crusher Creel) as he is floating in the air as he calls out to Samson.

Absorbing Man: Samson! Samson! You can't do this to me! Do you hear me?

Samson was more focused on the clipboard than the other inmates as he enters in a certain cell area and we see Bruce Banner in chains as he looks at Samson.

Leonard Samson: And how are we today, Bruce? [Studies his clipboard.] No episodes in the last 36 hours, I see.

Bruce: This is a disaster waiting to happen, Leonard.

Leonard Samson: [Looks to the Radiation screens.] I've told you again and again, Bruce. We'll find a cure for the Hulk. The Cube is the most advanced gamma radiation research facility on the planet. The work we've done with Sterns and Blonsky is--

Bruce: [Interrupting.] You're wrong. SHIELD and Ross are lying to you. They don't want cures. They want to know how to control these monsters. Trust me, I've seen it happen. They will twist everything you do. You wanna know what the Cube is really? It's a gamma bomb waiting to go off.

As this unsettled Samson as he thinks about it for a sec until he then continues to look at his chart ignoring the words of Dr. Bruce Banner the Gamma Expert.


Meanwhile with Rex

As we now see Rex is still in his room we then close in on Rex as suddenly he heard something.

???: [Telepathic.] Hey, human.

Rex: Huh? What was that?

Male Nurse: What was what?

Rex: Uh--

???: [Telepathic, Speaking Quickly.] Don't speak or else you will be imprisoned!

Rex: [Nervously.] Nothing.

This caused the two nurses to look at him weird before going back to work.

???: [Telepathic.] Nice work human, now for our escape plan.

Rex: [Quietly.] Escape Plan? What are you talking about?

???: [Telepathic.] This place ain't what it appears to be, right now we're in a simulation of a Hospital ward, now if you wish to get out I need to drive us out of here?

Rex: Drive? What--

He was then interrupted as he put his helmet on as it covered his entire face as he commented its stylish look.

Rex: [Impressed.] The Helmet's a nice touch.

???: [Telepathic.] You ain't seen nothing yet, now sit back relax and let me do my thing.

Suddenly his arms broke the restraints and the doctors were scared as they stepped back.

???: Scanning for structural Weakness.

Rex: Wait? What?! How are you?

Suddenly the room then started to flood in with gas's as Rex has no control of his body at the moment it was some sorta sleeping gas as it made everyone there drowsy but Rex's body then rushed towards the glass window and bursts through it.

Rex: WOAH!!!

As he got to the other side he then see that the mystery voice was right it was some sorta simulation of a Hospital as he suddenly apologized to the two for what happened.

Rex: Sorry, no control of my body here!

Rex suddenly ran towards the metal door as he bashed it open with his body.

Rex: Huh? I thought that would hurt? [His body going ahead in one Direction.] GYAAH!!

Meanwhile inside we see Agent Coulson and Agent Rhys are up and both were shocked to see that actually happened they both then turned to each other and nodded and Rhys proceeded to press the red button and we see it was an alarm for SHIELD Agents Everywhere on the Helicarrier.


The Armory

As we see Agents grabbing their weapons and helmets and armor as they are heading out to find the prisoner as they run down the halls.


The Command Deck

We see alarms being heard as Fury has no idea what happened.

Fury: What happened?!

Maria: It's the prisoner! He escaped he's on the ship right now.

Fury: Alright, Hill I want you to—

SHIELD Agent: [Interrupts.] Sir we have Dr. Henry Pym and Mrs. Janet Van Dyne are here for the checkup on the Big House as you requested?

As Fury looks at the Agent before looking outside from his Command Deck

Fury: We have company coming and I want you to take Dr. Pym and Mrs. Van Dyne to where they needed to go as of now we need the two to trust us especially if there was a problem in the Big House.

Fury then cancelled the alarms as to keep up appearances that they were in control of everything.

Maria: And the superpower on the loose?

Fury: Capture him, quickly and quietly.

As his steely one eye commands Hill to do her Job and make sure to capture Rex as she leaves to go to the Hanger. Fury didn't like coincidence today was shaping up to be terrible news, upon terrible timing, he needs to put everything up in appearance for Dr. Pym especially to put his trust in SHIELD and make Pym believe he is in good hands.


Meanwhile with Rex

We see Rex is still running through the halls as they all look the same to him.

Rex: We're going nowhere! All the Halls look the same!

???: FREEZE!!

As Rex instinctively put his hands up as he sees dozens of SHIELD Agents pointing their guns at him, but something made him put his hands down as he had no control over them.

SHIELD Agent: [Commanding.] Put your hands up!

Rex: I'm trying!

???: Hey! Come on let me handle this I'm trying to make us look cool!

Rex: [Annoyed, As the Suit and him fight for control.] Stop it! Listen to them! [Slaps himself.] OW! [To his Suit.] Did you just use my hand against me?! [Slaps himself again.] OW! Stop that! Stop using my own body against me!

The Agents had no idea what was happening as they looked at him weird but then they ordered him again.

SHIELD Agent: Uh... [Commanding Tone.] MISTER! I order you to cease and desist whatever you are doing and raise your hands in the air or else we'll be forced to put you down!

Rex: [To the Suit.] Listen to them!

???: Listen to the other humans that captured us? Thanks but no thanks besides I'll handle this. Initiate Combat sequence.

Rex: [Concerned.] Combat sequence?

???: Starts in three...

Rex: Woah! Don't fight them!

???: Two...

Rex: Seriously! We don't know if their the good guys!

???: One.

Suddenly Rex grunts as he was not in control of his body again and he was running toward the SHIELD Agents as they then opened fire but all their shots Miss as his acrobatics feats were impossible and impressive. Rex barrels rolled towards them and then punched one in the gut and then kneel and then grappled one agent.

In quick succession he was kicking but and all highly trained Agents of SHIELD who were protectors of peace were being manhandled by one man in a advanced suit who had no idea how he was doing all this as he looks back and see all the Agents were down and bruised and possibly injured from Rex doing this.

Rex: [Seething through teeth.] Sorry!

Suddenly Rex was sprinting away from the SHIELD littered Hallway and towards another hallway as he then hears more SHIELD Agents coming and this time he sees a fully armored SHIELD Agent Rex immediately knocked him down with a punch to the stomach and then a punch to the face as he is down for the count.

Rex: Seriously. Sorry.

He then looks up and we see a Ventilation shaft as then his suit talks again.

???: I got an idea!Human! Say, Camouflage Mode!

Rex: Camouflage mode?

Suddenly His suit outlined his body in an blue Aura as he then turns into a Fully Armored SHIELD Agent as his suit jumps up and hit the Ventilation Shaft and drops it on the ground and then the SHIELD agents came around the corner and asked what happened?

SHIELD Agent#2: What happened here? Where is the Superpower human at?

Rex (in SHIELD Agent Disguise): Uh, in the vents. [Points up.]

SHEILD Agent#2: [To Radio.] All SHIELD Agents the superpower human went into the Ventilation send Agents into Vents.

As they run away from them and disperse the group into three groups as they ran through the halls Rex then makes his way away from said group and then stands in front of doors as then he opens it and we see Maria Hill, Hank Pym and Janet Van Dyne as Rex was shocked to see them but Maria thought differently.

Maria: Good someone here, listen I need you to go and guard Dr. Pym here while he's at the Big House.

Hank: Mrs. Hill, I highly doubt that I will need extra security for me to talk to them.

Maria: Directors Orders. We just want to be careful is all, just think of it as a precaution. [To Rex.] Stay with him.

Rex (in SHIELD Agent Disguise): Yes, Miss Hill.

As Rex see Maria and Janet leave he was completely surprised to see some somewhat different looking people as he stares at miss Janet as she just smiles at him with her brown auburn hair and her blue eyes as he was taken aback by her beauty as the two walk away.

Rex (in SHIELD Agent Disguise): [Awe.] Wow. She's... beautiful.

Hank: Uh, who Janet? She's my partner?

Rex (in SHIELD Agent Disguise): [To Himself.] Lucky Man.

Hank: What? What are you talking about?

Rex (in SHIELD Agent Disguise): [Quickly.] Nothing, so uh [Clears Throat.] to the big house?

Hank: Good idea. This way please.

As Rex follows Hank they arrive to a room which was completely different then what he expected there was a miniature building there with guards all around.

Rex (in SHIELD Agent Disguise): I don't get it I thought we were leaving to go to the Big House?

Hank: I thought you knew that this is the big house.

Rex (in SHIELD Agent Disguise): [Unsure.] Yeah... I mean of course I knew that I was just testing if you knew that? And you did. Congratulations.

Hank: Are you sure you're qualified for this?

Rex (in SHIELD Agent Disguise): Of course I am. I'm a SHIELD agent and I mean who I say I am.

Hank did seem a bit weirded out by Rex's answer but he needed to check out what Fury asked him to do.

Hank: Ok, so follow me and let me do all the talking.

As Rex follows Hank Close by as suddenly Hank puts his right hand on his Shoulder and then touches the side button and suddenly the two were shrunk down to the size of Ants and Rex was shocked at how the World just got big and now he is in front of the Little house that is now The Big House.

Hank: You coming?

Rex (in SHIELD Agent Disguise): Yeah. Be right there.

???: [Teleapath.] Well, certainly there's a term for this, "The world just got bigger."

Rex (in SHIELD Agent Disguise): [Quietly.] I have so many questions right now.

???: [Teleapath.] Well, why don't we answer them when we get out of here.

Rex (in SHIELD Agent Disguise): What about a Name?

???: [Teleapath, Sighs.] Fine, I am N'Baro Akgenerator X8096.

Rex (in SHIELD Agent Disguise): Uh... N bagel who now?

???: [Sighs.] Just call me Generator, yeah?

Rex (in SHIELD Agent Disguise): Generator? Ok, my name is Alexander Rex Caden. But you can call me Rex.

Generator: Rex? Huh? Feel like I heard that name before?

Rex: Yeah... yours too.

They then enter the place as they see prisoners there as were a dozen of villains here and Robot Sentries walking the each prisoner cell Rex sees Whirlwind, Mandrill, And we stop in front of one cell and we see Julius, The Mad Thinker.

The Mad Thinker: Dr. Pym... and guest. To what do I owe this pleasure?


Meanwhile in another part in New York

We see Thor (Thor Odinson) as he is above the City as he is watching out for any villains that will cause unthinkable damage to this fine city. Suddenly behind Thor there was a portal a bifrost bridge that opened to Asgard as we see Thors half brother Balder (Balder Odinson) as he wants to talk to his brother.

Balder: [Raised his hand in greeting.] Hail, Thor Odinson.

Thor: Hail, Balder the Brave. What brings Asgard's shining light to Midgard.

As the two converse was halted shortly as Thor studied Balder's face and realized that he wouldn't be here unless he was ordered to.

Thor: Or is the better question, who sent you?

Balder: Your father has entered the Odin sleep. But before he faded to dream he asked me to bring you home to defend Asgard while Odin replenishes his power.

Thor and his father as he remembers was in a big fight as he agreed to watch earth against his wishes as he will still go against his wishes now still as he turns and look to the mortals below.

Thor: Nay.

Balder knew he was stubborn so he tried to appeal his Immortal status and as an Asgardian.

Balder: Thor, you are like a brother to me. We have fought wars together, but I do not understand your connection to this place.

As the two look over the City Thor had no idea why either but with threats he faced on earth and humans were getting hurt he just couldn't let them get hurt. It was weird but he had to protect them even though some of which were self harming to themselves.

Thor: Here I can make a difference. In Asgard, the cycle of fighting, it is meaningless. On Earth, everything matters. I am needed here, Balder.

They then look down as they hear a siren sound as we see an ambulance.

Balder: Drone?


On the Ground

We see Jane Foster a Paramedic as she is taking care of a man who was in a car crash as she gauzes him.

Jane: Good news is you're gonna live. Bad news, you better get used to taking the subway.

As we see one car who wasn't watching the road as it now sees the traffic crash and swerves off in the air and towards Jane as she gaspswhat is about to happen as she tries to protect the man but at the last second Thor came in and saved her, as Jane was looking up she noticed that Thor was there and saved her again.

Thor: [Worried.] Are you all right, Jane Foster?

Jane: [Shocked.] I-- I-- Yeah. You-- You just saved... [Realized something.] Hey, have you been following me?

Thor: [Blushing while grasping his hammer.] Uh, Perhaps? [Normal.] You intrigue me. Mortal lives they are so fragile.

As they were talking they ignored the guy trying to get out as then the airbag exploded in his face but soon deflated as the driver was still ok.

Thor: Yet you do not seem to accept that.

Jane: Would you?

Thor was genuinely intrigued by the mortal Jane Foster as he agreed that he would save the Mortal's as well.

Thor: Nay.


Meanwhile with Iron Man

We see Iron Man flying in the air with AIM scientists in their ship in tow as they are transported to the Vault in Colorado.

Shield Agent: [On Radio.] Iron Man, this is Jimmy Woo with Vault security. You are clear for landing.

As Iron Man brings the AIM ship down Shield Agents went passed Woo to handle the prisoners as Iron Man lands in front of Woo.

Agent Woo: Thanks, AIM's been a thorn in SHIELD's side for a long time.

Iron Man: [Looks back at AIM scientists.] Yeah, well, helping SHIELD's not on my "to do" list. These guy are dangerous. They had my tech. I took them down. [Looks at Woo.] End of story.

Agent Woo: Right. Well while you're here. I wanted to talk Vault security with you. We had an incident last week.

Iron Man didn't like that as he quickly questioned the Agent quickly.

Iron Man: Did Fury put you up to this?

Agent Woo: No. This isn't about weapons. This is about containment. It's about keeping people safe.

Iron Man: Okay, schedule something with Pepper. [Hovers in the air.] Whatever it is, I'm sure it can wait a day.

He then flew away as he was beat by how much time he was looking for all his technology and that it was stolen by a bunch of other baddies.


Meanwhile back on the S.H.I.E.L.D. Helicarrier

We see we are in the Big House as we see Henry and Rex talk to Mad Thinker as he might have valuable insight on what he said to Whirlwind about something, something big.

Hank: I wanted to ask you a question, uh, Mr.--

Mad Thinker: "Mad Thinker" will suffice.

Hank: Okay. A SHIELD-monitored conversation you had with Whirlwind. You said something was going to happen. We'd like to know what.

Rex was concerned as he looks at Mad Thinker as he had equations on his wall and suddenly Generator needed to talk to Rex.

Generator: [Telepathically.] Rex we need to talk.

Rex: Excuse me Dr. Pym I have a message from... my boss.

As Hank did find it weird he let him go as it was now him and Mad Thinker.

Mad Thinker: Can you not feel it, Ant-Man? The better question is not "what," but "when"?

This mad Hank a bit scared as he looks at Mad Thinker as Hank was talking to Mad Thinker we go to where Janet Van Dyne is and she is talking to Maria Hill.


In the SHIELD Hallways

Maria: Director Fury's offer was very serious, Wasp.

Janet: Hank-- Uh, Ant-Man is against it.

Maria: And you?

Janet: I wanna help. I wanna do more.

Maria: SHIELD will let you do more.

As they were walking they passed Black Widow the spy for SHIELD as she walked passed the two.

Janet: Who was that?

Maria: [Stern.] That's classified.

Janet: [Scoffs.] On second thought, SHIELD might be a little too dramatic for me. Everything's always so serious.

Suddenly all the lights on the ship went out and went back on and off as it was clear something was wrong with the Helicarrier.

Janet: Kinda like that.


Back with Rex

As Rex was a few feet away from Hank he looks around and leans on the wall and talks to Generator.

Rex: [To Generator.] What? What is it?

Generator: Those equations on the walls are something bad. We need to get out of here now.

Rex: We can't leave. What about Dr. Pym? He's still there.

Generator: Wellthose equations on the wall there are a countdown.

Rex: Countdown? Countdown to what?

Generator: A countdown to everyone's escape.

Rex: [Worried.] Everyone in the Big House?

Generator: No. A countdown to four prisons, and that is today!

This made Rex now scared as he then immediately started to get to Dr. Pym as they needed to get out of here.

Rex: We need to get Dr. Pym out.


Meanwhile at the Vault

We see Shield guards guarding the Vault from the prisoners as suddenly we see Hawkeye (Clint Barton) who is in his Prison cell as he was Falsely Accused by Black Widow as she was the Double agent and not him. When suddenly the lights flickered on and off and we see all the techno super villain prisoners there are out of their cells and ready to cause trouble.

The Grim Reaper aka Eric Williams is also free as he had a grin on his face and we see Baron Strucker as he is also free as well as he smiles at his freedom.


At The Cube

We see the Gamma Radiation as we see Wrecker escaping as he smiles at this and we see Zzzax as he reforms himself and walks away and we see Absorbing Man then absorb the floor as he smiles at the prospect of causing a bit of payback to a certain Green Power House.


At S.H.I.E.L.D. Helicarrier

We go to the Big House and we see Hank writing down some notes as then Rex comes in and warns Hank about the incoming danger.

Rex: Dr. Pym. We need to get out of here.

Hank: In a moment I need to sign us out.

Rex: [Urgently.] You don't understand we need to—

Suddenly the cell door that had electricity suddenly putz out as Hank and Rex look at the door as they are now scared but then we hear more doors being opened as we see dozen of other supervillains wanting to get out.

Hank: [Horrified.] No.

Hank and Rex then looks to Mad Thinker as he smirks at this.

Mad Thinker: Boom.


Outside the Big House

We suddenly see the Big House surrounded by Pym Particles as it filled the room.


Outside the Helicarrier

We see the Helicarrier surrounded by Particle energy as it suddenly becomes overweighted as falls a bit before it raises up some more before we see explosions and then we see Building materials destroyed the Helicarrier as it is going down.


Back at the Cube

We see the Cube is now compromised as we get a look inside and we see the Gamma Scale reaching critical Red as it said "Fatal" and we see Leonard Samson coughing and we see Green Gamma Radiation cracking from the wall and he looks back and sees gamma explosion happening and he was also caught in the blast.


Back with the S.H.I.E.L.D. Helicarrier

We see that the SHIELD Carrier was falling in the water as building materials were coming out of it.

While inside it was chaos as we see Director Fury watching his ship fall out of the sky and into the water as everyone was panicking and the monitors were out and alarms were blaring.

Fury: Someone get to engineering. Tell them to keep us in the air. And shut off that alarm!

Soon we see Coulson and Rhys come in and were wondering what happened.

Rhys: Director Fury! We—

Fury: I don't have time for your reports right now go out there and get an assessment on what's happening to the Helicarrier!

Coulson and Rhys: Yes Sir!

The two run back the way they came as we see Agent Clay Quartermain as he has some bad news for Nick Fury.

Agent Quartermain: Director Fury, a report just came in from the Vault.

Fury: [Angry.] Do I look like I have time for this, Quartermain?

Agent Quartermain: [Grabs his Arm.] Listen to me! Sir, automated reports are coming in from the Vault and the Cube. Their systems have gone offline, and no one is responding from down at the Big House. Something is seriously wrong.

Something was seriously wrong all three supervillain Prisons going offline at the same time someone must've been planning this for a long time but who? All these questions are in Nick Fury head. How did he miss such a important information about this shutdown on the prisons.

Meanwhile in the collapsed hallways we see a few Injured SHIELD agents on the ground or leaning on the wall or holding his arm as we then see a gray hand coming out of the shadows and we see it's the Grey Gargoyle as he used his powers to make the Shield agent into stone as he falls over and we then see Whirlwind use his whirlwind powers to move through the almost destroyed SHIELD Helicarrier.

As in another hallway we see a Few SHIELD Agents trying to fight back but we see their shots miss as we see Griffin also known as John Horton, as we see why his name is Griffin as he has head of a Lion and body of an Eagle as he grabs two Shield agents away as one Shield agent tries to save him but he is soon held back by Constrictor as he laughs at the helpless SHIELD Agent.

Constrictor: [Laughs.] Payback time.

Suddenly we see yellow bio energy blasts as they hit Constrictor as he falls down and we see Maria and Wasp saving that man and heading towards the Bridge.

Wasp: This is crazy. How did this happen?

Maria: It doesn't matter. Right now, we have to get to the bridge.

Wasp: No. Ant-Man was in the Big House when the explosion happened. He was with all the Super Villains. We have to help him, now!


Meanwhile with Rex

As we see Rex as he was knocked down and he's back in his base form as he looks normal as his camouflage Mode has reverted back to his normal form and he looks around and noticed that Dr. Pym was missing.

Rex: Dr. Pym? Dr. Prm?! Are you ok?!

We then see Mandrill was above him and tackling him from above and tries to swipe at him and bite him but Rex kicks him off with his strength he never had before as it left an indentation in the wall where Mandrill was knocked backed at.

Mandrill: Who are you supposed to be? New SHIELD agent? New Hero?

Rex: New Hero? I just want to get out of here!

Mandrill: Well... fortunately we are free. All we have to do is destroy Dr. Pym. The one who made this Prison.

Generator: [Telepathy.] Rex, what's the plan? If we let him go we can get away from SHIELD, or we could stop him and fight other Supervillains trying to kill Dr. Pym and then get Captured by SHIELD.

Rex had two options he could let Mandrill get what he wanted and other Super Villains that are here and kill Pym, or he could fight everyone here in order to save the Doctor he has no idea about. After some consideration he decided to not let Dr. Pym be killed he might be captured by SHIELD but there was no way he would let an innocent man get hurt.

Rex: We can't let Pym be destroyed, so I say we fight everyone here and make sure that he's ok.

Generator: So, the hard way? I like it! Let me handle this.

Rex: By all means.

Suddenly Rex let Generator take control of his body as he quickly moved fast and uppercuts the Mandrill in the face as his surprising attack left him head first through the Broken Big House ceiling and Rex wasn't through yet we see Ivan Kragoff or by his alias, Red Ghost as he looks at Rex and behind him was his Super-Apes as Miklho, Peotor, Igor were behind him and Igor climbs on top of Red Ghost as Rex looks at the four as he then gets their attention.

Rex: Who are you?

Red Ghost: My name is Ivan Kragoff but in this case you may call me Red Ghost and these are my Super-Apes.

Rex: [Laughs.] Super-Apes! [Continues to Laugh.] That's the dumbest thing I ever heard! [Continues to Laugh.]

Red Ghost wasn't amused as was Miklho as he attacks first and Rex instinctively raises his arms and holds back the Giant Gorilla as he was roaring at him before he had an upper hand and raised his arms and takes Rex with him and wraps his arms around him crushing him as Rex then doesn't like this at all.

Rex: [Strains.] Generator... any... time... now!

Generator: I got it! Strength Mode!

Suddenly a light blinded everyone there and Miklho let's go and tries to fix his eyes from the light and when he fixed him we see Rex and his body had gotten bulkier than usual it's Approximately three times as big as Base Mode, and packing a punch as he escapes from the gorilla's grasp and smacks his ear drums as it yelled out in pain before Rex grabs the gorilla arm and throws him right where Mandrill was.

As Mandrill got his head out of the ceiling before yelping in fear from the gorilla but it wasn't over Peotor then used his metal manipulation and threw some metal and wrapped around Rex as he struggled to get out but then Igor came to fight next as he then transforms in front of Rex's eyes a small MIG Aircraft with missile and machine gun fire as it then blasted Rex back and fall to the ground as then a piece of rubble lands on top of him and he appears to be Killed.


Meanwhile with Iron Man

As we see Iron Man flying in the air we see he has a Call that JARVIS picks up from his assistant.

Jarvis: Incoming call. Potts, Pepper.

Iron Man: [Quips.] Pepper, guess who I ticked off this morning. Here's a hint. His name rhymes with "Boom."

Pepper: [Via Radio.] Tony, something's happened at the SHIELD helicarrier.

This caused Tony's mood to sour as he immediately started to listen to Pepper.

Pepper: Some kind of explosion. Tony, it's bad.

Jarvis: Sir, there appears to be a problem at the Vault. They have stopped transmitting data.

Tony had to choose the closest as he was just there and he needed to be sure that all the prisoners were being locked up and the Helicarrier was his second priority.

Iron Man: All right, Pepper. Keep monitoring the helicarrier situation. I'm gonna check something here.

He immediately changed his direction and heads back to the Vault as he hopes to prevent anything bad happening to the world as he has no clue what is even remotely happening.


New York, Restaurant

We go to a New York Cafe as we see Jane and Thor have a chat about their family history especially in Thor's history.

Jane: So, your dad, he sleeps for a week?

Thor: The Odin sleep. Once a year, he replenishes his power, which in turn gives life to Asgard. [Picks up his Lemonade.]

Jane: Wow. Must be some sleep.

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

He looks around and he then sees a child eating his food when he overhears Thor and drops his food.

Jane: [Curious.] So why aren't you there?

Thor: [Annoyed.] This seems to be a popular question. It is... complicated.

Jane: [Disbelief.] Really? Because it sounds like you're just mad at your dad. There's nothing less complicated than that.

Thor: The mortals, you-- I am needed here.

As he pouted like a child as Jane was a bit annoyed but understood Thor's intentions as he really wants to do more to help people.

Jane: You know, we have managed to survive okay. We've got police, firemen, paramedics, even a few superheroes of our own. Take a week off. Help the family. Earth will still be here when you get back.

He was actually considering returning home when suddenly an explosion drew both Thor and others around him to look for where it came from as we see a huge plume of smoke.

Thor: What was it you were saying about the Earth still being here?

Jane: Touché.

As Thor steps a few feet away from the Restaurant he immediately spins his Hammer and flies in the air toward the explosion.


Back at the Cube

We see Hulk's chains were unlocked and Banner was on the ground as a huge chunk of Rock was on top of him as he tried to get out.

Banner: Come on. Come on!

As he tried to get out he struggled in vain as he couldn't get out but then heard footsteps and he couldn't see who it was so he called out whoever was there.

Banner: [Strains.] Leonard? Is that you? What's — Oh, no. No!

As we see it was Samson Leonard but he had green hair like the hulk as he had Gamma Radiation as well.

Banner: Leonard, you've gotta listen to me. You've been exposed to Gamma Radiation. We have to get you to a hospital.

Leonard: [Ashamed, and Grunts.] You were right. The prisoners, they're all free. It's a disaster.

Banner: Listen to me, Leonard. You have to help me, because right now the Hulk is the only hope we've got.

Leonard understands now as he comes before Beamer and we see him trying to lift the debris off of banner but suddenly his arms then got broader as if muscles were being developed and his eyes turned green and he was able to lift it off of Banner and throw it to the other side of the wall as it broke apart but suddenly as Leonard was done he was shocked and then he was scarred as he had a lightning mark over his left eye and Banner knew who this was.

Banner: [Anger.] Zzzax.

We then see Zzzax as he was behind Leonard and he was angry as he plans on destroying them.


Back at the Vault

As we see a few villains beyond the door as we see Arthur Parks aka The Living Lazer as he powers up his powers and cut a hole through the armory as we see a dozen confiscated weapons and technology from the Vault.

Living Lazer: Come on in, boys. Store's open.

We see the prisoners grabbing their technology and clothes as we see Whiplash in her jump suit and grabs her Whip from the rack.

We then see Chemistro as he found his chemical weapons and was about to put it on when Hawkeye punched him in the face.

Hawkeye: I don't think so, dirt bag.


Back at the Helicarrier

We see the Helicarrier was barely holding on as is with the Big House.

Inside we see Wasp looking around and couldn't believe what she was seeing.

Wasp: Oh, nuts.

As she sees the Big House destroyed and lights inside she was about to enter when suddenly a arm shifted out of the rubble and shocked her. It was Rex and he was looking for some payback.

Rex: [Groans.] Where are they! Where are those three monkeys and old man.

Generator: Actually their Primates and I think they went into there.

As Wasp looks at this supervillain she immediately starts to attack as Rex tries to block whoever's trying to attack.

Wasp: Who are you? Where's Ant-man!

Rex: Ant-Man? Who are you and-- [Reconized her.] Wait? Your that lady from earlier!

Wasp wasn't sure but she recognized his voice as well.

Wasp: Wait you're that SHIELD Agent that was with Hank! [Worried.] Where's Hank!

Rex: Who's Hank?

Wasp: Ant-Man! Dr. Pym!

Rex: [Realized.] Dr. Pym! He's in the building I was trying to get to him and stop all these supervillains but--

Wasp: No time! We need to save him!

Rex: Right!

As the two immediately ran and flew after him Rex suddenly turned back into his base form as he runs better.

Meanwhile with Ant-Man he was in trouble we see Mandrill punch Hank in the face and knocked him back over the edge and he grasps the edge and climbs up and in the smoke behind Hank we see a silhouette of a snake like figure before it then grew arms and we see it is King Cobra as used his chest as rockets and Hank dodged them before they hit.

Then we see Ivan Kragoff or Red Ghost as he across the pillar to see two Ultron sentries stopping him.

Ultron Sentry: [Male Electronic Voice.] This course of action is ill-advised. I hope you will be subdued now.

We then see a third as Ivan then smiles as two Ultrons Fire their sonic disruptors and we see why Ivan is called red ghost as he phased through the blasts that Ultron sentries used and destroyed the Sentry behind him as then the next Sentry was lifted in the air by Peotor the Orangutan and then thrown to the side and we see Miklho the Gorilla smash another Sentry and finally we see Igor the monkey as he sits on Red Ghost shoulder.

We go back to Hank as he was getting his second wind when King Cobra and Mandrill corner him.

Hank: This is really disappointing, Mandrill. And you've come so far in counseling.

As he didn't say anything he then attacked Hank as he was disappointed with Mandrills choice.

Hank: Disappointing. [Raised his legs and kicked Mandrill.]

With Mandrill on the ground Hank then used to shrink himself as King Cobra looks around to find him but we see Hank was now Ant-Man and he punched King Cobra in the face as he hears growling as he looks up and knows who it is.

Ant-Man: Oh, nuts!

As we see it is Griffin as he used his time to get payback for his time in the Big House and smashed Ant-Man in the wall as he tried to shrink himself to lessen the pain but it still wasn't enough as he fell through the wall and falls to the ground but at the last moment made him big to try and recover as he did but Griffin found him and was planning to kill him when the Ship was shaking and then pieces of the building was falling all around them as Ant-Man used it to escape.

Back outside the Helicarrier it was falling still now in the water.


The Vault

We see the Prisoners were escaping as we see Hawkeye looking down and we see Whiplash as he had a bead on her when Iron Man came through the wall and saw the two.

Iron Man: Whiplash, Arrow-guy, say good night. [Prepares to fire his Repulsors.]

Hawkeye: Hey, wait. I'm-- [Dodges.]

He didn't even get a chance to speak as he moved out of the way and Whiplash wasn't so lucky as she was knocked out but Iron Man wasn't paying attention as a huge chunk of ice hit him into the wall and knocked him out by Blizzard as now Whiplash and Living Lazer come up to Iron Man and wanted payback.

Living Lazer: Get up, Stark. We're not done.

Iron Man: All right, guys. We all know how this is going to end, super-villain team-up or not.

As we see the Living Lazer yells out in anger as Iron Man tries to block but loses one piece of his Armor as he kneels and grabs his shoulder in pain.

Iron Man: Ow! [Kneels in pain, Groans.] Not quite. Never saw it ending. Actually-- [Crimson Dynamo Hand covered his face.]

Crimson Dynamo: [Angry.] IRON MAN!

Iron Man: Hey, what are you--

Crimson Dynamo: [Interrupts.] Long has the Crimson Dynamo waited for this.

Iron Man: Okay, this is a problem. [To Jarvis.] Jarvis, hack into the SHIELD frequency. Give the evac order. [Groans.] I want all SHIELD agents out of the Vault right now.


SHIELD Helicarrier

We see the Helicarrier is sinking as Director Fury is shocked by how bad it is.

We then see Coulson, Rhys, and Hill trying to report in their own respective way on how bad the situation is.

Coulson: Director Fury! The Helicarrier engine room has flooded!

Maria: Director Fury, the Big House is wide open, sir.

Rhys: Prisoners are reported on all levels. Our agents are engaging but, [Groans.] but, sir, containment is at 0%.

Fury: Forget about the Big House. Our priority is the Raft. [Looks out at the Barge.]

They then knew what he was talking about.

Maria: The fourth prison.


The Raft

We then see the Raft as we see the Raft was connected to the Barge out in the middle of the ocean and we see a underwater SHIELD facility.

We see the Logo of SHIELD and the words "Raft," and "Detention Facility." As some sorta animal then lands three claws across the SHIELD emblem as we see the Prisoners escape as we see Baron Zemo aka Heinrich Zemo a Hydra Scientist/Super Soldier from WWII.

We cut underneath Baron Zemo as we see a man in an highly advanced prison that is constantly on and we see when it is turned off we see him flying. He has control of gravity as he then used his restraints as boots and gloves as he opened his eyes we see a blinding white light.


The Cube

We see Bruce Banner being thrown into the wall and Shocked by Zzzax as he kneels down in pain, as Bruce shows his Anger we see his eyes turn Green and we see his body go under a Gamma transformation as he gains muscle strength and his skin goes to grey to green and so does his hair and teeth and roars at him.

Elsewhere in the Cube we see The Leader a Gamma radiation villain is now watching every monitor there as all irradiated supervillains escape but he was more interested in the Hulk as he pummels Zzzax.

As behind him was the Abomination and The Absorbing Man as they were his bodyguards.

Leader: But whatever occurred here in the Cube... seems to have occurred at the Vault and at the Big House as well. Intriguing.

Absorbing Man: Yeah. It's a mystery. So, how about we just get the heck out of here?

Leader: Leave? Why would we ever leave here? This is where I am going to change... the world.

They then hear the Hulk roaring at a distance as the Leader smiles at his dear old friend.

Leader: Our old friend. [To Abomination and Absorbing Man.] Go. Deal with the Hulk once and for all.

The two leave and prepare to kill Hulk once and for all the trouble he has caused for them.


The Vault

We see that the Vault is being evacuated by the drones as we see SHIELD agents leave immediately as we then see Agent Woo talking to Iron Man.

Agent Woo: Agent Woo to Iron Man. All SHIELD personnel are clear. I repeat, we are clear. Now get out of there, Tony.

As we are back with Iron Man, we see he is currently busy with Crimson dynamo as his mental face is eating the floor.

Iron Man: Yeah, I'm working on that, Jimmy.

Blizzard then shows up and then talks to Iron Man as he was not pleased to see him, especially since he was the reason why he was in the vault.

Blizzard: I remember when you put me away here, Iron Man. I remember what I told myself I'd do if I ever saw you again.

Iron Man: [Struggles to escape.] Ah. Let me guess. Bore me to death?

Blizzard then put a finger on his forehead and his head started to freeze to which Tony started to feel pain but suddenly two arrows hit Crimson dynamo's back, and it caused an explosion we see it was Hawkeye who saved him as Iron Man was now free from Crimson he decided to return the favor and slam into the wall as he pass away from the knocked down dynamo, and talked to his trusty AI Butler Jarvis.

Iron Man: Jarvis initiate takeover of all vault systems.

As Iron Man turned around to see who saved him it was a shock to Iron Man as it was the arrow guy that save him as he escaped from the Vault.

Jarvis: Done. Your command, sir?

Iron Man: Begin self destruct sequence. [Flys out of Vault.]

Jarvis: Beginning countdown. 10, 9, 8, 7--

Iron Man: [Annoyed.] Just skip to the end!

As all of them super villains, there were confused as to why would Iron Man leave.

Crimson Dynamo: Wait, where is he going?


Outside the Vault

We see the vault being destroyed as Iron Man ordered Jarvis to do, and he was lucky to escape as he rammed right at the top of the vaults roof and flies off, but unfortunately his rockets boots were hit, and made him, hit the side of the mountain as the vault blew up the kingdom come.

As Iron Man crawls out of them hole, he just made in the mountain. He was looking worse for wear in contact with his AI for information.

Iron Man: give me an update, Jarvis.

Jarvis: According to SHIELD communications, there is a breakout event happening at the Cube as well. And the helicarrier has crashed in New York Bay and is currently sinking.

As I am, Man thinks of his options, he knew he was going to be in it for a long day today, and he stretches out his body.

Iron Man: [Groans.] i'm gonna need a fresh suit of armor this week.


Back at the Helicarrier

We then see Ant-Man fighting Whirlwind as he punched him multiple times in quick succession.

Whirlwind: [Punches Ant-Man.] First I'm going to get back at you for trying to cage me! And then I'm gonna find the bug girl and tear her apart.

Ant-Man was mad as he looks down and we see Griffin as he was still alive as a small medium sized Debris wasn't enough to hurt him.

???: I wouldn't want to let you keep that promise.

As Ant-Man looks behind Whirlwind and Whirlwind looks behind him to see Rex behind him and punches him across the face and falls down to where Griffin was as Ant-Man looks up to see his savior.

Rex: Don't suppose you need any help?

Ant-Man accepts the hand As Rex immediately lifted Ant-Man up he immediately turned on his belt and the two shrunk as Griffin tries to attack but misses as the two are now free falling in the air.

Rex: Thanks for the save.

Ant-Man: You're welcome.

The two were saved by Wasp but was having trouble carrying two people.

Wasp: [Groans.] You know this seemed to be a good idea at the time.

Rex: Sorry. Don't have anything flying yet.

Wasp: [To Ant-Man.] So, how's your day been?

Ant-Man: Painful. I don't think it's over yet.

Generator: [Telepath.] I agree with Ant-Man assumption.

It was clear that the day was about to get worse then they could possibly imagine.


The Cube

In the hallways of green haze we see Hulk carrying Leonard for safety as he prepares to break down the walls and comes back for Leonard, only for a three fingered scaly, ugly looking abomination in his way as he grasped his head. Abomination, then threw Hulk down a few feet in the hallway and charges at him. Hulk gets up and tries to fight back but one huge punch from Abomination. It sends some flying back into a metal wall which was actually alive.

We see that the Absorbing man became the wall and laughs at his captured prey as Hulk see's Abomination coming for him he immediately jumps up and punches Absorbing Man in the face as Hulk lands back down and yells at them but then hears Leonard moans as he then focused back on the two as he then noticed the column structure wasn't entirely secure.

We see Abomination and Absorbing Man have a second wind as the two then charge Hulk but grabs a column, and the entire ceiling put down on them, which was enough of a distraction for him to escape with his friend.

Meanwhile, back at the prison, we see abomination, and the absorbing man still OK I see the hulk has escaped.

The Absorbing Man: Come on Blonsky let's go--

Leader: [Telapath.] No.


Cube Monitor Room

We see the Leader watching everything from the room as he telepathically talk to them as he saw everything.

Leader: Abomination, Absorbing man, do not follow him. Let the Hulk go. [Smirks Evilly.] We have work to do.

it was clear that something bad was going to happen, and the leader was planning something we don't know what though. It seems that things are getting worse and worse each time something bad happens.


New York, The Helicarrier

We see the hell, a carrier crashed in the river, and multiple shield. Vehicles are flying around it, as we see one shield aircraft flying over the raft prison, and we see Fury, Hill, Coulson, and Rhys are together as Rhys and Coulson are gearing up for an assault.

Fury: [To Communicater, To Hill.] You're acting director till I get back, Hill. Save who you can. Contain any escapees you see. I'll update you from the Raft.

Maria: [Through Communicator.] And if the Raft prisoners are free? Then you should enjoy being acting director while you can.

Coulson: Sir, we're coming up to the Raft.

As everyone looks down we see a normal looking Barge but as we all know nothing is what it appears to be as they land and then everyone comes off and ready for anything.

Fury: [To his team.] Look alive, boys. Shoot first, ask questions later.

Rhys: [Grins, To Coulson.] My favorite part of the day.

Suddenly the Barge tilted as everyone was shocked as then it was flying in the air.

Wow, everyone in New York was shocked to see what was happening as the ship was hovering over the bay. Nick fury knew who did this and knew what the danger he possessed as he looked up to the sky, so did Phil Coulson and Jamie Rhys as we see the Prisoner from before he is holding the entire raft facility in the air.

Rhys: [Worried.] That's not good.

Fury: [ To everyone.] Evac now. Abort the mission. Everyone off the barge.

Fury tries to run away but suddenly was lifted off the ground as Rhys and Coulson tried to save him.

Rhys: DIRECTOR!!

As Fury was flying away from the barge he then met the Man responsible for all this damage. He tried to shoot him but his gun was crushed with the man's raised finger as Fury knew who is name was.

Fury: [Anger.] Graviton.


A/N: Wow, things certainly have been going worse day as all the Supervillains have escaped. We see our heroes having a not so good day as Rex was willing to save a stranger's life rather then save his own skin.

A/N#2: I wanted my hero to earn a few hits on some bad guys while also making some friends, now normally Wasp can carry one but Rex was a lot smaller then Ant-Man so he was able to being carried.

Deceased: A few SHIELD Agents.