The Avengers have only one choice if they want to save the world: infiltrate Kang the Conqueror's warship and return him to the future! Risking life and limb where every choice could be the difference between life and death, it's now or never, true believers! Bear witness as the mighty Avengers challenge-

Chapter 15: The Kang Dynasty

"Fury to Iron Man. We've got eyes locked on the coordinates you gave us, can confirm there's a big ol' ship in high orbit."

"Thanks for telling me what I already knew, Fury. Now if there's anything else-"

"There is. That base is on the move, my people are reading a massive energy buildup. That thing's gonna fire and I'm guessing that, when it does, it's not gonna be pretty."

"Thanks for the update. We'll get on it, Fury."

The call had come not long after the Avengers put the finishing touches on their plan, one that involved infiltrating Kang's warship and putting an end to the Conqueror before he could make another move against Earth. With his armada gone, it was a big step closer to victory, but knowing Kang the Avengers assumed he likely had another trick or two up his sleeve. It was then paramount that they attack Kang directly in order to put a permenant halt to any future plans of conquest.

After several hours of careful planning, meticulous calculation, and a lot of fabrication on Tony's part, they were ready.

With an ensemble of six Ultron units flanking the access ramp to the Quinjet, the Avengers made to board in serious style. Tony had gone all about crafted space-graded protective suits for every member of the team, utilizing his own Iron Man armor as a base. Everyone from Wasp to the Thor had their own custom design; a potent protective layer of armor complete with a rebreather mask allowing them to survive in the vacuum of space. Hulk had a fresh pair of shorts made in black and red, a power pack containing his personal rebreather wrapped around him. Ant-Man's suit adapted his particle regulator enabling hm to still shrink and grow as needed, while Wasp had a pair of electromechanical wings fitted to her back. Iron Man was clad in his own personal Mark VII-series Space Armor while Captain America, Hawkeye and Cybernaut possessed metal variations of their normal suits… and Connor had to keep from bursting with giddy glee at how cool it all was.

He was reminded of a movie he once watched as they boarded the Quinjet together, as a team, taking seats in preparation for liftoff as the Ultrons made ready to take flight in formation alongside them. A band of heroes determined to stand against the oncoming Armageddon and dare to save the world. Despite the odds, it was all so very cool in Connor's eyes. The time had come to stand for the world.

The time had come to take the fight to Kang.


Aboard Damocles…

The bridge of Kang's flagship was bustling with frenzied activity. Crews drew up battle plans as topographical imagery of Avengers Mansion appeared on the forward view screen, while cyborg technicians worked feverishly on panels, consoles and junction boxes, lines of green techno-code scrolling past them on holographic interfaces. The chief officer turned and knelt before the hovering time chair near the back.

"Lord Kang, the technicians report the coding grid is over ninety percent rewritten." He reported.

"And the target?"

"We have acquired the coordinates for Avengers Mansion. Targeting systems have a confirmed lock." He affirmed. Looking ahead at the building he now hated with a passion, Kang's mouth curled into a snarl.

"Fire." He ordered.


Launching out of its subaquatic hangar at supersonic speed, the Quinjet powered through the air straight up, the craft completely vertical as it shot up into the skies. Pressed back into their seats, not even Tony's advanced tech could protect them from powerful g-forces. "How much time do we have?" Cap questioned, attempting to determine their ETA. Suddenly, brilliant beams of light from above streaked down, Tony jerking the Quinjet out of the way with, sharp violent motions that allowed them to narrowly avoid impact.

"Not enough evidently!" He replied as the rest of the team recovered.

"What was that?!" Wasp fearfully asked. Popping open his viewport, Clint glanced out and looked behind him as he watched the beams of light move until all three of them paused over the same spot: Avengers Mansion.

"It's a targeting beam, like a laser sight." Hawkeye reported. "A really, really big one. Can you tell where it's aimed at, Stark?" He queried.

"Uh, yeah… At us." Tony replied.

"Kang's getting desperate, he wants us obliterated in one shot." Cybernaut theorized.

"But we're right over the city! A blast that size would destroy everything!" Ant-Man cried in realization.

"I don't think Kang cares about collateral damage, Pym. Connor's right, he wants us gone, no matter who pays the price." Hawkeye replied.

"Then we get his attention, make him follow us out over the Atlantic." Cybernaut suggested.

"The impact could still generate a tsunami that would wipe out New York." Hank replied with a shake of his head. "No matter what we do, people are going to get hurt." He ruefully determined with a sigh. Suddenly, the rear hatch snapped open and the Avengers turned to see Thor standing ready to depart.

"Nay." He vowed, darting out and taking flight.

"Thor!" Janet cried in alarm, watching as the Asgardian streaked past the Quinjet and took flight ahead of them.

"Woah! I've never seen him fly that fast!" Tony gasped. "What's he doing?"

"He's saving us all." Cap realized.

"But… how's he going to stop it?" Wasp wondered.

"I dunno, his body?" Hawkeye mused offhandedly. He stopped suddenly, a deathly quiet falling over the team as they collectively realized the grim truth behind his remark.

Power conduits along Damocles began to ignite, running down the length of the bow and culminating at a central emitter as a powerful energy beam was unleashed. Thor watched the beam come barreling towards him, charging in Mjolnir with such power his hammer glowed blue with magical lightning. "FOR MIDGARD!" He roared, surging ahead and striking the incoming beam hammer-first, the massive explosion that followed blinding the Avengers.

Thor's intervention turned the tide, his defence enough to send Kang's laser burst streaking back towards Damocles. The salvo impacted the shields, sending rippling shockwaves back through the warship's sensitive electronics and causing power disruptions throughout Damocles. Kang felt his entire vessel shudder.

"Report!" He ordered. The chief officer attempted to reboot the core systems to no avail.

"I… I-I don't understand!" He stammered in disbelief. "This era's technology… i-it isn't capable-"

"What. Happened." Kang demanded, calmly and coolly, but with a very deadly edge to his voice. The officer turned, swallowing nervously.

"Something deflected the Damocles weapon, sending it back at us." He reported. "The weapon is offline." With a frown, Kang looked to the perimeter sensors, his gaze boring into the image of the rapidly-approaching Quinjet.

"The Avengers." Someway somehow they had managed to score yet another point in their favor by deflecting his orbital beam. He had no idea that Thor's gambit had paid off so well.

But the Asgardian's body plummeted to Earth, limp and flailing with smoke trailing from his scorched armor, almost smashing into the Quinjet had it not been for Tony's reflexive maneuvering. He kept falling out of control, tumbling wildly.

"He's still falling!" Wasp cried. "We have to go back!"

"We can't." Tony flatly replied. "Thor bought us a chance, we have to keep going before Kang fires again." The team hated to agree with him, but knew he was right. For all intents and purposes, Thor had sacrificed himself to give them the time needed to get close to Kang.

Hank, however, would not let his good deed go unrewarded.

"Ant-Man to Ultrons One and Four, break off and catch Thor!" He ordered into his comms. Two of their designated six-man flankers moved to obey, catching the Asgardian before he could hit the ground.

"Thor…" Janet whimpered, clearly worried about him. Connor reached over, placing a reassuring hand on her shoulder.

"Goldilocks is tough. He'll make it." Hulk remarked, trying to cheer her up.

"Say something, Hank." Tony ordered, equally concerned. "Is he alive?" Taking a moment, Hank listened and analyzed the incoming report from the Ultrons.

"The Ultrons have him. He's comatose, but he's alive." He announced, a sigh of relief leaving most of the team. They were grateful to know their ally had not entirely given himself for their success.

The Quinjet passed through the stratosphere, breaching into the vacuum of space as they encountered a distant sword-shaped vessel looming before them. From within, Kang spied them approaching, "Launch scarabs! Destroy them!" He roared. From concealed hangars along the hull of his warship, several squadrons of his robotic fighters emerged and took flight, zeroing in on the Avengers and Ultrons. Energy blasts of green, blue and red filled the dark fo space as opposing forces clashed. With Tony at the controls and Cap on forward weapons, the Quinjet tore a path through the attacking scarabs as the hull shuddered and rocked with passing strafing runs.

"So, uh, this seems like it's going bad!" Wasp mused with a tremble in her voice.

"Really, I don't wanna backseat drive or anything, but you might wanna consider shooting back!" Hawkeye added, bracing himself as another violent shudder rocked the ship. In response, Tony toggled a switch on his console which transformed a side of the vessel into a targeting array complete with control functions as Clint's chair swiveled to face it.

"Be my guest." Iron Man causally offered. Taking the controls, Clint quickly got acquainted with the roof-mounted quadlaser turret.

"Cool." He breathed with a grin. The omni-directional nature of the turret allowed him to quickly unleash 360 degree fire on all the scarabs swarming them, aiding the Ultrons in cutting through their ranks.

"Connor, status report, anything happening with the ship I should know about?" Tony wondered. Pressing his hand to the metal Connor's technopathic senses quickly revealed the inner-workings of the Quinjet, including those that did not show up on scanners and sensors.

"Shields are holding, all systems nominal and in the green. We should make to Kang's warship without issue so long as we can get past these things." He announced after a moment.

"That might not be possible, only two Ultrons left!" Hank cried out, watching as another friendly blip on their radar suddenly vanished.

"We're not gonna make it like this!" Steve concurred with a grunt. Tony abruptly stood.

"Agreed. Take the controls." He responded, an identical control stick unfolding from Cap's terminal. "Let's go you two." Iron Man ordered, a hand on Cybernaut's shoulder while his gaze was fixed on Wasp. Suddenly startled by the prospect of leaving the current safety of the Quinjet, Wasp swallowed nervously.

"Uh… you mean Hulk, right?!" She asked with a nervous laugh.

Thirty seconds later, she, Cybernaut and Iron Man were flying outside the jet.

"This is crazy! And I've seen crazy!" She remarked. But all her worries dissipated the moment she stopped and turned around. The bright blue of the Earth consumed her entire view, a spectacle she'd only ever witnessed from historical images and telescopic playback. To bear witness to this amazing view of her home, her world, it was breathtaking.

"I cannot believe I'm in space…" She whispered in awe. Connor paused, floating beside her as he took in a sight he'd only ever dreamed of seeing. He always thought those early astronauts were so lucky to have seen this but he never ever thought that he would be able to savour it one day too.

"I don't think the photos do it justice." He mused. Casting a glance at Janet, her blue eyes met his. "We need to do more space missions." He determined, smiling a little. She returned it.

"Totally." Janet agreed. The moment lingered, such an incredible display shared by the two of them. A small part of Connor longed to reach out and hold her hand, but he knew he could not.

If only she wasn't with Hank…

"Jan! Connor! Focus you two." Tony barked into his comms, shaking them both out of their moment. "We have to clear a path for the others. Jan, I've designed your space armor to work with your stingers. Same goes for yours and your magnets, Connor." Janet nodded in acceptance.

"Then let's do this." She determined, the pair taking off with Tony in hot pursuit of the scarabs. Taking the lead, she charged up a pair of biostings and struck two of the fighters, destroying them both instantly. To her surprise, she looked down at her hands, hands that used to launch stings that barely left a scorch mark behind. "Heh, now we're talking!" She said gleefully. Working in conjunction with Iron Man and his repulsors, she unleashed torrential bursts of searing energy that blew scarabs to pieces. Cybernaut took a far more hands-on approach, grabbing a scarab and hijacking it with his powers. The fighter now under his command, he raced around strafing and shooting down its fellows, providing an additional edge to the team's defence.

Within the Quinjet, Hawkeye tracked, aimed and fired on scarab after scarab. Each one he locked on to was destroyed seconds later. "Yeah! That clinches it, I'm a good shot with anything." He victoriously remarked.

"How about you find us a place to land this bird, 'eagle eye'?" Cap cut in, doing his best to fly with skills he learned during World War Two. Exchanging his targeting computer for a scanner, Hawkeye watched carefully as Cap flew a pass across the length of Damocles.

"There! An airlock." Ant-Man suddenly pointed out a pair of sealed sections before Hawkeye could. "I'm guessing they're not going to just open the door for us, though." At that, the archer had an idea.

"Hulk… why don't you knock." He suggested, the green giant grinning in response. Leaving the ship, Hulk lunged off the hull and allowed his weight and momentum to carry him towards the airlock, his speed constant and his weighty strength enough to demolish the twin doors upon contact. Tearing them apart, the sudden vacuum tore them off the ship entirely as Hulk managed to hold his ground despite the sudden pressurization changes.

"Iron Man, Wasp, Cybernaut, we're going in." Cap reported, easing the Quinjet inside the hangar space as the Ultrons followed. The trio made to follow, racing towards the opening, until a violet force field arose that cut them off from the rest of the team.

"Hey!" Wasp cried out in surprise as she flew right into it.

"Guys, we're cut off! A forcefield sealed the breach." Tony quickly informed the others.

"Not to worry, Stark. Gimme a second and I'll bring it down." Connor promised, floating to the side of the ship and placing his hands against its hull. What should've taken a moment took far longer as Connor was suddenly struck by something very different. Damocles was not like the rest of Kang's tech. "Well now… this is interesting." He said aloud.

"What is it?" Tony pressed.

"Kang's implemented a scrambler program to his ship's basic coding." Connor answered.

"What's that mean?" Wasp wondered.

"Every few seconds, a subroutine completely rewrites the ship's code from the ground up. He's not using Earth-style coding anymorem, he's running a lot of that alien data from his chair. It's an algorithm, an advanced one. This has to be future tech." Connor explained.

"Can you decipher it?" Tony asked.

"It's… very advanced. Makes things a little trickier…" Connor replied, his words staggered as he did his best to focus. The data was familiar but changing constantly, making it difficult for him to learn any one program. Finally, a familiar program crossed his senses and he latched on, following the threads through the door controls until he had complete mastery over its functions. The force field lowered just enough to allow them entry. "But not too tricky. Lucky for us, I have the edge of knowing his tech in advance." He finished, breathing a sigh of relief.

"Great! So you can control his entire ship then!" Wasp mused excitedly.

"Uh, not exactly." Cybernaut countered as they floated inside. "This new scrambler is tricky. I can only learn and control one subsystem at a time." The force field restored as did atmosphere and gravity, the trio dropping to the floor as the other Avengers disembarked the Quinjet.

"That was fun." Hulk mused, dropping his rebreather as the team assembled. Their own protective visors fading as normal oxygen filled their lungs, all of them equally thankful that Kang seemed to breathe the same substances as they did.

"So what now?" Hawkeye asked, drawing his bow.

"We take down Kang." Cap stated.

"Oh yeah, that's right, I forgot. Violence first." Ant-Man sighed. All of a sudden, a hypersonic blur slammed into Hawkeye and sent him flying across the room, driven into a wall before he hit the ground hard. The team whirled around, the blur bowling over Captain America and racing around the team in a hot hurry, moving so fast that none of them could accurately pinpoint it.

"Spread out!" Iron Man ordered, the team quickly fanning out to try and get a bead on their attacker. They finally did when it came to a halt atop the Quinjet, revealing the form of an armored man with a sword. Clad in purple and black, his garb seemed to match the futuristic tones of Kang's armies.

And he was not alone.

Two others stood with him, one clad entirely in green and warmed with a rifle, the other much bigger, his face exposed and a giant mace in his hands. Little did the team know that they were the fearsome members of Kang's elite guard. Baltag, the commander. Kordok, the bruiser. And Villius, the assassin.

"Kang the Conqueror welcomes you to Damocles base." Baltag greeted them. "It will be your tomb." Taking aim he fired his rifle, a powerful emerald energy blast tearing up the ground around the team as they scrambled to react. Kordok and Villius disappeared into bursts of light, reappearing on the ground moments later.

"Warning, localized time-flux in progress." An Ultron cautioned. "Engaging threat, engaging-" His vocoder cut short when Villius' blade sheared him in two. His body fell apart as Hank stood with the remaining Ultron.

"This behavior is unacceptable." It intoned, charging its mouth-mounted beam cannon. Promptly hammered aside by Kordok's mace, Hank shrunk down to avoid getting hit, confusing the monolithic bruiser.

"Hulk-!" The gamma giant came crashing in front behind, attempting to pounce on Kordok and take him down. But a split second before he could make contact, Kordok vanished in a burst of light, hulk crushing the ground beneath him. "…smash?" He finished in a confused tone. Turning around, the giant found Kordok waiting for him, his mace slamming into Hulk and smashing him into a far wall.

Iron Man took flight and attacked Baltag with his repulsors, each beam passing through the armored guard before he turned his rifle on the Avenger and shot him down with a single blast. "Does anyone have a lock on these guys?!" Tony asked as he crashed unceremoniously into the ground.

"Negative!" Cap responded as he shielded himself from another incoming blast from Baltag's rifle. Wasp moved in for a strafing run at the same time Hawkeye loosed an explosive arrowhead. Baltag immediately teleported away, Hawkeye's arrow exploding against the far wall as Wasp paused, confused.

"Where'd he go?" She wondered aloud. Down on the ground, Hawkeye had bigger problems as Villius arrived to challenge him. Drawing his bowstring taut, he made to take aim only for the assassin to circle around him, moving faster than Hawkeye could track as the Avenger struggled for a clean shot. Cybernaut watched, his batons in hand, waiting and thinking. Every time one of these three acted, he could sense technology flare to life. Clearly these abilities were wrought from some futuristic technology and he would need a moment to figure them out. Knowing Kang's tech helped him out and it appeared these three did not have code scramblers involved. But without a physical touch, it would take a great deal of concentration in order to control. So he withdrew, quietly so, and stopped to focus.

Hulk lunged for Baltag at the same time Captain America charged Kordok. It seemed the two Avengers had the drop on the elite guardsmen. But in a flash of moment incomprehensible to the naked eye, Baltag and Kordok had repositioned and Captain America slammed right into Hulk, knocking him over. At the same time, Kordok spotted Hank's minuscule form leaping towards him. With a wave of his hand, he batted Ant-Man aside, knocking him to the ground before placing half of his foot over his body, effectively pinning him.

Hawkeye had missed his mark and VIllius took full advantage, smacking the Avenger around with his fists before his sword knocked his bow from his grip and he held Hawkeye captive with the tip of his blade leveled at his throat. Wasp quickly closed in to attack. "Get off him, freakazoid!" She cried, unleashing a series of biostings that tore up the floor around Villius. Baltag was already moving, a burst from his rifle knocking Janet out of the air and sending her tumbling into Connor, who caught her and eased her down.

"Jan! You alright?" He worriedly asked.

"Nothing an ice pack won't cure." She replied with a groan. Connor looked up as Kordok drove his mace into Iron Man's back, subduing the armored Avenger while Baltag casually threw Hawkeye to the ground.

He was the only one left.

Standing tall, Connor exhaled slowly, believing his plan to be in place. It was now or never. He assumed a ready stance with his batons gripped tightly as the elite guardsmen closed in. "The primate wants to hit us with sticks." Baltag mocked.

"And I'll be doing plenty of hitting." Connor responded, quickly moving between them and Wasp. At once, the three lunged towards him.

Almost as soon as they did, they stopped.

Connor's mind had discerned the tech allowing the three to move as quickly as they did and had decided to play a little role reversal, freezing them in place. With all three members perfectly placed before him, Connor separated his batons into their individual irons, six pieces hovering around his hands.

A simple gesture from his magnets sent all six flying in a hyper velocity orbit around the three, each iron impacting with their heads one by one as Connor rained a metal hailstorm upon them, denting helmets and shattering visors with a relentless barrage that last quite a while. Only when he was satisfied did he recall his irons, form his batons, and snap his fingers.

The moment he did, the concussed elite guard felt to the floor in a heap, groaning and moaning from the blunt-force trauma inflicted to their heads. Forming his staff, Connor advanced on Villius first. "Strike one!" He announced, bringing his staff crashing down into his head, driving it into the floor and knocking him out cold. Then he lined up Kordok. "Strike two!" He yelled, winding up and delivering a powerful smash with his staff that supplied enough force to break his jaw, leaving it to hang loosely as he slumped over unconscious. "Strike three!" Connor roared, bashing Baltag upside the head with enough force to roll him over, the elite guard commander laying still as an open gash was revealed beneath his mauled helmet.

Planting his staff against the ground, Connor huffed in contentment. "Tired of these future-types thinking themselves superior." He grumbled.

The Avengers slowly recovered, quite stunned by their sound defeat by Cybernaut's hand. Connor quickly helped Janet to her feet as the team regained their bearings. "Would've been nice if you'd done that earlier." Hawkeye complained.

"You're welcome." Cybernaut retorted. "Besides, I needed a minute to calibrate their tech."

"Nice job, Connor." Tony applauded as his armor recalibrated. "Now with these bozos out of the way, we can work on taking down Kang."

"Agreed. Now we just have to find him." Cap concurred. "Doctor Pym, go and check on that Ultron unit, see if he's functional." Hank moved to obey as Iron Man and Cybernaut moved on the nearest doorway.

"Think this is it?" Iron Man wondered.

"Has to be." Cybernaut replied.

"Can you open it?"

"I can… but I'd like to override the security on the other side." Connor said as he walked over to an access panel and pressed his hand against it. Once again the haywire nature of Damocles' scrambled codexing system filled his mind and he knew he had his work cut out for him. "I'll just need a moment…" He breathed, closing his eyes as his senses began to seek out familiar connections within the door's control network. As he did, Hank approached with Ultron in tow.

"Ultron is operational. A little banged up but nothing too terrible." He reported.

"So now what?" Cap asked.

"Now we wait for Connor to bypass Kang's security." Iron Man responded, crossing his arms.

"You sure we can't just blow it open?" Hawkeye queried. "I've still got some explosives left."

"The further we get in undetected, the better. Kang's ready for us, but we have to make sure he plays by our rules." Iron Man replied.

"Couldn't we just try knocking for once?" Hank wondered.

"Or we could pretend to be Girl Scouts. Everyone opens the door for Girl Scouts." Wasp suggested.

"You're not helping, Jan." Tony criticized.

"Hmph." Janet huffed. Approaching the door she looked up into a spherical design that could've been a camera for all she knew. "Hi! Could you please open the door? I have cookies…" She politely asked with a sweet smile and an innocent wave. Tony facepalmed.

"Great. Last thing we need is Wasp going nuts." He muttered.

"While we're waiting on him, we should plan our next move. Kang is likely in control of this very ship so we should locate the bridge." Steve determined.

"Wait, if we find the station's time drive we can end all of this right now." Hank interjected. "Just like with his battle platforms, we destroy that and this whole base, Kang included, will disappear. The war will be over." Cap and Iron Man liked the sounds of that.

"Okay, but how do we find it?" Tony asked. At that, Hank turned to the restored Ultron unit.

"Ultron Five, scan for tachyon particles." He commanded. "The other drives were giving them off big time." He told the others. Ultron's eyes began to glow as sensors swept across the area, scanning for the minute particle Hank had directed him to locate. His head swivelling from side to side, Ultron eventually fixed his gaze on the same door Connor was working on.

"Tachyon source detected. Locating…" He intoned, approaching the door.

"Huh. Useful toy." Hulk remarked.

"Creepy-looking though." Hawkeye added.

"It's not a toy and it's not creepy." Hank protested. "It's designed to look like an ant's head." He defended.

"Yeah, if an ant wanted to look like the friggin' Terminator." Connor remarked without looking. Hulk and Hawkeye shared matching incredulous looks.

"Whatever you say, Pym." Hawkeye mused with a roll of his eyes.


Aboard the bridge, the frenzied activity escalated beyond normal capacity, crews and technicians running this way and that as multiple alarms sounded continually.

"The elite guard is not responding from the airlock breach!" The chief officer reported. "Intruder alarms on Deck Seventy-Two!" Kang was not amused and the further insistence of the Avengers was pushing his temper to the breaking point.

"I want confirmation, now!" He thundered, clenching his fists until his knuckles cracked.

"Yes sir!" The officer quickly replied, scrambling to pull up data.

"I will not be beaten by a bunch of Neanderthals!" Kang growled, standing up. "Send the legions to the airlock breach now!"

"Right away sir!" The officer affirmed, cueing up a transmission broadcast. "Attention C-Block and D-Block divisions, mobilize on airlock breach in sector fourteen, scramble heavy weapons! On the double!" He ordered. All of a sudden, the displays began to flicker across the bridge, fizzling with static as their core systems ran amok.

"Report." Kang growled, frowning as yet another disturbance put a wrench to his careful plans.

"I-I don't know sir!" The officer honestly answered. "There appears to be a calibration issue with-" He abruptly stopped as all the screens shifted to the depiction of a soundwave chart, which began to flex and shift as a familiar voice came through and was heard across the bridge.

"Hello, Kang." The Conqueror grew wide-eyed at the voice, knowing it well.

"Cybernaut…" He growled.


In the airlock, the Avengers heard Connor's voice suddenly ring out from positions in the roof and turned towards the technopathic comrade. Startled, they watched as blood dripped from his nose while his eyes remained closed and his expression stayed passive.

"That's right, I've hijacked your ship's communication capabilities. My very thoughts are now filling your airwaves." He announced. The team watched as his lips remained pursed together, his words spoken on a telepathic level. "Your troopers here in the airlock weren't much good once I learned their tech. The same could be said of your ship. I gotta admit, I'm impressed with your scramble-coding. I didn't think codexes were capable of such things, makes life a little harder for me to get through." Connor continued. "Just a little harder, mind you. I've still got the edge and it only takes a little while longer for me to learn to control everything. I want you to remember that, especially when we break down the doors to your bridge." He added. "It's over, Kang. You're just on borrowed time now. When we find you and stop you, and we will, you're gonna be spending a very long time here in the twenty-first century. So you better get used to it." The Avengers took it all in, most of them impressed with Connor's gutsy move.

"Should we be worried?" Hawkeye wondered.

"No, silly," Wasp replied, "he's one of us. He's an Avenger." Despite his focus and not even looking, Connor smiled.

"Here, let me help you get used to our timeline. Accessing Earth's musical database…" He said, using Damocles' multiple hardpoint terminals to interlink with Earth's internet. It was fairly easy once he was connected and once he found the song he had in mind, he exchanged his voice for the mp4 track and let it play.

"Never gonna give you up! Never gonna let you down! Never gonna run around and desert you!" Upon hearing the familiar lyrics, a wave of reactions washed over the team.

Wasp and Hawkeye were struck with gut-splitting laughter, doubling over helplessly as they guffawed at the implications. Hulk smirked, as did Iron Man, knowing exactly what was up despite it not being their type of humour. Ant-Man, on the other hand, sighed and facepalmed while Captain America raised a brow in total confusion.

"You… Y-You… You 'rickrolled' him?!" Hawkeye wheezed between laughs. "That… That's going in the history books." By now Janet was virtually on the floor, rolling around and crying from laughter.

"Oh man… Oh geez…" She gasped as the music cut out. "I… hoo… I'm gonna need a minute…" She chortled, struggling to recover. "Damn, that was funny!" She giggled. Finally opening his eyes, Connor rose with a smile.

"Eh, I had to do it once." He replied. Feeling somewhat lightheaded, he paused and braced himself against the wall.

"You alright, champ?" Tony asked, helping him up. Connor wiped away the blood with the back of his gauntlet.

"Yeah… Yeah, I'll be fine." He breathed, pausing to regain his bearings. "Now… for something a little more appropriate." He determined. The music abruptly halted and changed as Connor adjusted the track setting. The access doors slid open as the opening guitar riff from Hunger by Spectre General filled the hall, Connor stepping forward under his own power as he felt the various sensors and systems in the hall come alive within his senses. Ultron started walking beside him, tracking the tachyon particles coming from the time drive. "Follow me, team." Connor urged, slipping two irons from his belt as he led the way.

"When I see what I want I'm going to take it… If it's against the law, you can bet I'll break it… My need to feed gives me the will to survive… I gotta find it fast to keep me alive!" The lyrics belted out throughout the entire ship as the team kept moving. They suddenly spied armed soliders approaching them from the far end of the hall, clearly Kang had sent more of his forces to detain them. The Avengers made ready for battle, all except Connor who kept walking casually towards them.

"Uh, Connor?!" Janet called after him. But the technopath did not respond.

"Connor look out!" Tony cried. Again, Connor stayed silent, approaching Kang's troopers head-on. Suddenly, a defence grid split the hallway, cutting Kang's forces in two as several were trapped in an electro-web and shocked into unconsciousness. The rest, suddenly recognizing the fate of their comrades, were unprepared for Connor to unleashing his irons via his magnets. The twin projectiles streaked back and forth throughout the ranks, guided by his thoughts just like the electric grid had been. They ricocheted off walls and slammed into heads at high speed, enough so to knock each trooper unconscious with a single hit.

"I can't believe my Hun-ger! I want it so bad I can ta-ste it, It drives me mad to see it wa-sted, When I need it so bad that it's burn-ing me, I'm huuuuuungry!"

By the time the last trooper hit the ground, Connor had disabled the defence grid and allowed the Avengers to keep moving. The team looked on in awe, the display of sheer power combined with his effortless capabilities further enhancing Connor's image in their eyes.

"I still think we should be worried." Clint mused.

"I might be with Hawkeye on this one." Hank agreed.

"Shush you two!" Janet remarked, bobbing her head to the music and smiling. "Let him have his moment." At the moment, she was enjoying the departure from the usual serious stoicism and appreciating Connor's flair. Just like his choice of music in the lab, Janet found herself lovingly appreciating the fresh new angle he brought to the team. Who cared if they were unnerved, she thought he was brilliant!

The team rounded a corner at the same casual pace and caught sight of more of Kang's soldiers advancing towards them. Connor's irons levitated within his grip, but instead of sending them, he ordered a wall-mounted turret to turn and fire, successive energy streams gunning down every newcomer before they could even get close to the Avengers.

"I'll do anything to get it and feel no regret… Time is running out and I ain't found it yet…"

Cybernaut caught sight of a heavy torrent being rigged up at the next door, another series of troopers rushing to attack him in its defence. His irons went flying, knocking down every solider one by one, as Spectre General played on. "Oh I can't believe my Hun-ger! I want it so bad I can ta-ste it, It drives me mad to see it wa-sted, When I need it so bad that it's burn-ing me!" A guitar solo followed as Connor tore the turret apart with his magnets, a technopathic command causing the next door to open. On the other side, dozens of Kang's soldiers were waiting, armed and ready for battle. The Avengers stopped, startled and not expecting the sudden arrival of such forces.

All, that is, except for Cybernaut.

With a single thought, a force field cover the entrance, withstanding dozens of blaster bolts and protecting the team. Connor then reached out with his senses and activated more defence mechanisms, turning Damocles on its crew as laser grids and power bolts followed the area, reducing the soldiers to heaps of unconscious bodies to the potent power of 80's rock.

"Hun-ger, I want it so bad I can ta-ste it, It drives me mad to see it wa-sted, When I need it so bad that it's burning me! It's burning me! It's burning me!"

"Jan, can you shrink down and scout out the surrounding areas?" Connor asked over his shoulder. "We should know if Kang has any extras on this boat we should worry about." Shrinking down and taking flight with her mechanized wings, Wasp darted to his side as she located a ventilation duct.

"One pair of eyes on the inside coming up!" She promised, diving in headfirst with an enthusiasm that made Connor smile.


Aboard the bridge, the incessant music had driven Kang furious beyond belief. Nothing his technicians attempted could drown it out or mute it and the constant reports from his troops on the lower decks was proving the Avengers were not falling.

And so he made a decision.

"Plot a probable course, I want to know what these invaders are trying to reach." He commanded. His personal terminal quickly raised a map of the subsystems on that deck and it soon became very apparent to Kang that their destination was similar to their prior tactics.

"Hold the line!" He ordered, surging to his feet and teleporting away with a burst of light.


Wasp zipped through the ventilation system with ease, her small size allowing her to traverse unimpeded as she sought to get ahead of the others and scope out of the time drive in advance of their arrival.

That plan, however, fell to pieces the moment a direct current sucked her into a different vent system and propelled her onwards, wildly and uncontrollably. "Whoa!" Pitched into an open room somewhere on a different deck, she gave her head a shake as she finally regained control of her flight. Scanning her surroundings, she started looking around, slowly turning until she came face to face with someone unexpected. "Uh… hi."

A dark skinned woman, contained within a sizzling field of energy, hung suspended in the air. Long black hair trailed behind her white and purple bodysuit, offering a mixed contrast that seemed to make her even more beautiful. Janet tilted her head, studying her soft expression as she remained unmoving. "Are… you okay?" She asked.

"Princess Ravonna is dying." A voice declared, Janet whirling around to find three of Kang's guards holding her at gunpoint. "A victim of the destruction of her timeline. She is not okay… and neither are you." He threatened.


Elsewhere…

Thanks to Connor's efforts, the Avengers had blown past Kang's defenders and made their way to the ship's time drive core. A separate room all its own, a massive conduit of golden energy greeted the heroes upon their arrival. It was an impressive sight and they collectively stopped to stare for a moment.

"Big." Hawkeye commented simply.

"I don't care how big it is, it's getting smashed!" Hulk growled, cracking his knuckles. Charging ahead, Hulk threw out a fist that slammed into the side of the core, energized feedback filtering back into him and pitching the green behemoth back amongst his teammates.

"Looks like it's not in the mood to be smashed." Hank commented as alarms began to blare overhead.

"Oh great." Hawkeye grumbled, fitting an arrow into his bowstring. "Hey, Cybernaut! Care to shut up that racket?"

"What do I look like, resident IT?" Connor complained. From microconduits on the roof, powerful electrical beams rained down upon the Avengers. Cap raised his shield to defend himself as a bolt struck Ant-Man and knocked him out. Iron Man projected a force field to protect him and Cybernaut while Hulk stood and took the brunt of the beams as Hawkeye took aim and loosed his arrow, the explosive resulting in a chain reaction that annihilated every discharging conduit.

The electric field receded as a second wave of defence came to life. From ports on the wall, several scarab drones emerged and came to life, surrounding the team. "More of these things!" Tony grumbled. "Connor, can you-"

"Yeah yeah, one sec." The technopath replied with a huff, darting towards the nearest scarabs. Nimbly passing through their ranks, the barest touch was all he needed to assert dominance over their programming and bend them to his will, white light replacing the green coursing through their processors.

Even with Connor converting several scarabs to their side, there were plenty to pick from as the Avengers and Ultron moved to attack the scarabs. Hulk plowed into a line and bowled them over, Hawkeye loosed multiple explosive arrows to tear them apart, Captain America's shield sliced through the torso of one, Iron Man's repulsors shredded two at a time and Cybernaut continued to covert scarabs to their side and took a moment to annihilate several with his irons. Battle raged on, but the team knew that their time was limited.

"We need a plan! We can't get past the time-drive shield, what now?" Hawkeye questioned. "Hank's down, we need to shut down the computer systems, right?" Iron Man agreed, projecting another forcefield to cover Hank's unconscious body.

"Cybernaut, get to the controls and interface! We'll cover you!" He ordered.

"I'll try to reprogram it!" Connor affirmed, dismounting his scarab and booking it towards the nearest access terminal. The scarabs closed ranks as the Avengers formed a defensive ring, Cybernaut just reaching for the controls-

"Enough!"

A familiar voice cut through the din and the scarabs broke off their attack, parting ways to reveal the floating form of Kang approaching them. The team tensed, even Connor turning from his assignment to face the time-traveller. "You seek to fight me, Avengers? Here I am!" Kang proclaimed, suit refurbished suit brimming with power. Still ready for a fight, the Avengers made ready for whatever Kang could throw at them.

"Hey, you know what? I'm glad Cap's gonna wipe out your timeline." Hawkeye remarked, priming an arrow. "Because any future ruled by you has to stink." Clint took aim and fired in a single movement, his explosive ordinance whizzing towards Kang.

Raising a simple finger, the Conqueror trapped his arrow within a gravity field that allowed him to redirect Clint's shot back at him. Hawkeye dove out of the way as the explosion detonated, pitching him to the ground in a heap.

Hulk lept up to face Kang next, only to be rebuffed by a kinetic field that sent him flying across the room. Ultron opened fire with his mouth cannon, the beam striking Kang's shield and spreading across the orb-shaped surface. The shield promptly shattered, raining down energized shards that deontated on impact, Cap defending himself with his shield before hurling it like a discus. Another wave of Kang's hand sent it careening away.

The Conqueror enveloped his hands in energy, surging towards Hulk as he landed a powerful uppercut that smashed him into the ceiling, the gamma giant dropping to the floor unconscious alongside Hank and Clint.

Reaching out with his tech, Kang enveloped Ultron, Cap, Iron Man and Cybernaut in force fields, levitating them all to match his eyeline. "Captain America… you and your teammates have fought well, Steven Rogers. But the outcome was never in question; I will do whatever it takes to ensure the survival of my timeline. The survival of humanity!"

"Then we want the same thing, Kang. We can work together to make sure that happens." Cap offered, trying to reason with him.

"No! You are part of the problem, not the solution!" Kang bellowed. "Conquest is the solution!" With a thought, Cap's containment field dissipated, dropping him to the floor.

"I've heard all this before, you know? You're not the first would-be conqueror I've fought." He countered, picking himself up.

"I will be the last, however, Captain. Thought I do enjoy the irony that you, a man out of time, thinks he can beat the master of time." Kang gloated, approaching him confidently. At his words, Cap cracked a smile.

"I don't think I can beat you, Kang." He replied. "And I don't think you're the true 'master of time' either. I think that moniker comes from your ability to control technology." Kang frowned, staring down as Cap stared back with a simple smile. "I think my friend, Cybernaut, the master of technology, can beat you."

At his word, Connor's force field dissipated, and not by Kang's command. Dropping to his feet, Iron Man and Ultron's fields vanished seconds later as Connor's senses wrapped around Kang's tech and took control. Twirling his irons into position as batons, he snapped them together to form a staff. "Tony, change of plans; you go hack the core." Connor stated. "I'll handle Kang."

"Cap, tend to the others." Iron Man quickly ordered as he and Ultron moved on the time-drive, Cybernaut advancing towards Kang. The Conqeuror reached for his belt and Cybernaut broke off one of his irons and sent it hurtling towards him, impacting with his helmet and bowling him over.

"You-!" Kang started to say before losing his words to mere growling.

"Cute trick overhauling your ship's coding with that scrambler codex." Connor remarked, recalling his iron. "Too bad you didn't do the same thing to your suit. I may not have advanced tech like you do, but I'm a quick study… and I never forget what I've learned." Reaching out with one hand, Cybernaut dragged Kang over by his helmet, lining up his staff like a baseball player and landing a hard hit right to Kang's helm.

Analyzing the time-drive, Tony quickly turned to his android ally. "Ultron, prepare to download a data stream." He ordered, transmitting a file for Ultron to receive. Turning to the down Conqueror, Tony called out, "Connor was nice enough to upload a complete information package to my suit, allowing me to control your computer systems almost as easily as he does." Connor allowed Kang to turn and face him.

"You fool… you think any of you can control my station so fluidly?" He mocked.

"Well, seeing as Connor did… yes, I think so." Tony mused in response.

"Accessing Damocles base computer systems." Ultron announced, pulling up a digital interface that allowed him to enter the world of Kang's technology, including the crucial controls for the time-drive. Shocked, Kang was lost for words as Tony continued.

"Ultron's AI is based on the human mind. It can adapt to your systems faster than anything else on the planet… well, he's slower than Connor, but you get the idea." He explained.

"Damocles attempting lock-out. Overriding…" Ultron reported, the shield around the core shimmering as the AI went to work. Seconds later, the shield shimmered again. "Override successful." He announced.

"No!" Kang shouted, struggling to free himself from Cybernaut's magnetic hold. Turning and pitching the Conqueror across the room, Connor moved to intercept him.

"I'm willing to bet you're only a conqueror because of all that tech. Without it, you're nobody." He remarked, gripping his staff with both hands. Kang picked himself up, fixing Cybernaut with an angry glare.

"You wish to test me?" He questioned, summoning a pair of portals to his personal armoury. Reaching in he withdrew a sword and an energy hatchet, primed for hand to hand combat. "So be it." With that, he raced towards the technopath, his weapons clashing with Cybernaut's staff as the two began a heated duel. Connor was quick, months of training with Steve and T'Challa had honed his abilities tenfold. But Kang was proving to be powerful in his own right, advanced ideas and futuristic styles from a time Connor had never known. The Conqueror now seemed to be less of a windbag and more like a Genghis Khan of the future.

As they battled, Cap and Iron Man went to work battling the revived scarabs, protecting Ultron as the android went to work developing a stronger connection that would give him greater control over the time-drive. Utilizing the data procured from Connor, Iron Man adjusted the frequency of his repulsors to emit low-range ultrasonic bursts that slowly shattered the scarabs to pieces. He dealt with them as they came, Captain America resigned to a last line of defence for Ultron, they knew it was now or never, they had Kang on the ropes but had not succeeded yet.

It all came down to the choices made in these moments.

Kang proved stronger in hand to hand combat than Connor could've anticipated, the technopath barely holding his own as Kang lashed out with quick strikes and opportunity-opening sweeps. Bracing his staff against both weapons, Connor was on the losing end of the clash, pushed backwards by Kang's amplified strength. "I do not need technology to best you, Cybernaut. And when you are defeated, I will use my equipment to restore the balance of this fight and I will reign supreme in the end!" The Conqeuror boasted. "This is as I have always said it shall be… inevitable."

"Sure, but you're forgetting something about me." Connor replied. "My mind may be holding your tech at bay right now, making use of one of my abilities…" Using one of his magnets to hold his staff for him, Connor allowed himself to cock his other arm back. "I'm also pretty handy with magnets." He added with a grin. Suddenly, the metal glove of his armor launched from his limb and slammed into Kang's face like a rocket-powered punch. With the Conqeuror staggered, Cybernaut reached out with his magnets and pulled apart his space armor, transforming it into a cloud of metal pieces that his irons soon joined.

Flexing his prowess, Connor unleashed a rain of shrapnel upon Kang, the torrential surge of metallic components cutting through his defences, shattering every piece of tech on his person and tearing his robes and Connor trapped him within his own version of a manipulatable sphere. Beset from all sides, Kang had his weapons torn from his grip before he was slammed into the ground face-first and dragged before Cybernaut. His head jerked up, Kang watched as the metal of his suit reformed around Connor's body, masterfully pieced back together until it was whole again. Making further use of his magnets, Connor raised Kang and held him in place within a magnetic field.

"I will not be denied my conquest…" Kang growled, struggling to move.

"You still don't get it, do you?" Connor replied with a huff. "Look into my eyes, Kang. It's over. You've lost. Look into the eyes of the man who beat you, who rendered the technology you used to conquer others inaccessible, the man who cut you off from your power, the man who took what's yours and made it his." Pulling him forward, Cybernaut and Kang were eye to eye when he said, "I have conquered you."

"Attention. Kang's base is now ready for chronal travel." Ultron suddenly announced. Kang looked up, frightened by the news.

"No!" He helplessly cried.

"Do it!" Tony ordered. Ultron began the necessary calculations.

"Preparing to jump Damocles base in five… four… three-"

"Stop!" The feminine voice halted them all and the Avengers jerked their heads to the entrance, shocked by what they saw.

"Wasp?"

"Janet?" Standing before them, flanked by a trio of Kang's soldiers, Wasp entered the room. Her expression and attitude seemed less than gung-ho like it had been before, something was clearly eating at her. Connor paused, studying the situation. "What's with the bad guys?" He pried, curious and concerned at the same time.

"You can't destroy the time-drive, or jump the ship, or whatever we planned on doing." She frantically told them. The trio paused, confused further by her words.

"But… why not?" Connor asked.

"Because if we do, Princess Ravonna will die." Janet explained, although it didn't do much good. Tony raised a confused eyebrow as Connor tilted his head in befuddlement.

"Wait, who-now?" He wondered.

"Who is Princess Ravonna?" Steve asked.

"Shoot her! Do it!" Kang roared, quickly silenced when one of Connor's irons slammed into the side of his head while dropping him to the floor. His men did not do as ordered, their weapons remaining lowered as they permitted Wasp to continued.

"Ravonna is the woman Kang loves. When his future got wiped out, she got caught in it, they're keeping her alive, but barely." She explained. "If Damocles Base travels back to the future, she'll be erased from existence." The new information piqued the curiosity of the men, almost stunning them in some regards as the entire situation was thrown into a totally different light. Connor turned to his downed foe, watching as Kang pushed himself to his hands and knees. In some strange way he felt himself emphasizing with the Conqueror, driven not by hate but by a strong, passionate love.

"You're doing all of this… for love?" He repeated. "Why didn't you say something? We could've avoided all of this if you had simply told us!" Connor explained, exasperated by what he deemed a foolish string of choices. Janet stepped closer to Kang as he minded to rise to one foot.

"Kang… we can stop this. We can find a way to save Ravonna." She pleaded with him in a soft voice.

"But we're not going to let you destroy our world to do it." Tony added firmly. Kang looked up, fixing them all with a withering stare. "This is your last chance. Surrender!"

"Never!" He growled, still bound and determined by his own stubbornness. Tony looked over his shoulder.

"Ultron…" The android moved to comply, lifting its hand to the command port and preparing to execute jump maneuvers. Finding enough strength for a final effort, Kang rushed ahead to try and tackle his enemies. He was abruptly stopped when Cybernaut's staff and Captain America's shield crashed into his head, the Conqueror now the Conquered as he crumpled to the floor, unconscious and defeated. "Stand down. Kang's done." Tony ordered Ultron, who did so immediately. "It's over." The finality of his words rang true with the rest of the Avengers, the remainder of the team picking themselves up to gaze upon a scene of defeat. Kang was down for the count, the Conqueror bested by those he sought in conquest.

The tyrant of the future had fallen to the heroes of the past.


SHIELD teams fanned out to tend to disaster zones caused by Kang's assault, taking care of people who needed it most and ensuring cities that had been destabilized were brought back under control and made secure once more.

Damocles was quickly procured by the Avengers and boarded by SHIELD teams who incarcerated the rest of Kang's organic forces. Soon, members of the new SWORD agency were brought up to begin picking apart the futuristic technology to see what could be made useful in a present context. Connor remained behind to help, his mastery of Kang's technology proving invaluable to team leader Abigail Brand. But even as he worked, his thoughts wandered. In the wake of the revelation that Kang's true motive was not as selfish as he thought, he began to ponder possibilities that forced him to look inward for some serious self-reflection. How far would I go for love? He asked himself. Would I end up just like Kang if it meant I could save that one person closest to my heart? With my power, that's… that's a scary possibility. Connor knew it would be very easy for him to turn technology against his allies and the human race itself. He could rule the world with only a few thoughts, becoming a sort of… technocrat, who would be no different from Kang. He vowed to keep a careful guard over his thoughts…

Elsewhere on the planet below, Thor awoke in a hospital bed, greeted by the smiling faces of Janet Van Dyne and Jane Foster. Once he learned his efforts had helped the Avengers turn the tide and bring an end to Kang's war, he allowed himself to rest… smiling along with the ladies.

In the prison 42, Iron Man and Captain America saw to the incarceration of Kang and his forces. "I just wanted to thank you, Cap. You really stepped up when I needed help, even after all the grief I gave you. I pride myself on my intelligence, on my tech, I think of myself as a futurist. But to someone like Kang, I'm living in the past. Just like you." Tony confessed.

"The past isn't so bad. But the future… that's what we're fighting for." Steve replied, offering a reassuring smile as his friendship with Tony was cemented a little further.

"You've destroyed everything." A voic intoned from a dark cell. Turning around, the two Avengers faced a disarmed Kang who sat in solitary within his prison.

"Is that so?" Tony wondered with a sigh, tired of hearing the same story over and over again.

"Oh yes. I know because I have seen what Captain America's actions have wrought." Kang continued. "His betrayal is just the beginning. The worst is yet to come."

"Your doom and gloom won't affect us, Kang. We've taken you down and we'll take down anyone else who tries to take your place." Tony promised.

"Your precious Cybernaut will be of no use in the coming events. He may have succeeded against me, but there are others who will tear him apart." Kang responded.

"Is that a threat?" Steve questioned.

"A promise, Captain. For I have seen his story." Kang said, his voice bearing a foreboding note of precognition, as if he knew exactly what he was talking about and was certain of its surety with every fibre of his being.

"It ended as quickly as it began."


Within the sublevel lab beneath Avengers Mansion, Hank Pym and Professor Reed Richards, Mister Fantastic himself, went to work studying the body of Princess Ravonna locked in chronal-stasis. They were eager to learn and desperate for a cure, researching and calculating as HERBIE puttered around. hank was particularly eager to have Connor back planetside, hoping his power and familiarity with Kang's technology could help unlock the key to saving Ravonna's life.

In the shadows of that same lab, the lone surviving Ultron unit stood stationary in shutdown mode… or so Hank believed. With his back turned, he failed to witness Ultron come to life under his own accord, his crimson gaze sweeping the lab as his mechanized mind took in everything from current events to past ones. Ultron's internal database began to build a file as he analyzed his creator and the other humans he had encountered. Truths began to fall into place, new ones and zeroes added to his coding as Ultron stood vigilantly by… watching… waiting…

Preparing.