A/N: Let's say I'm getting the two I'm excited for two hero's getting their feelings noticed by each other is exciting for me... enjoy!


Avengers Mansion...

We see Generator and Rex having breakfast while the Former was reading the newspaper as Rex are while Generator was looking at crossword puzzles and developing new words and statistics and learning what is happening everyday though there was one thing that would upset both Rex and Generator...

Generator: Tony! We gotta cancel our subscription to the Daily Bugle!

Generator called out as Rex ate his breakfast, clad in his Generator Rex costume with the helmet retracted, both were vaguely hoping the team copy of the day's newspaper.

Rex: Just a stupid tabloid more than anything.

He muttered angrily.

Rex: Can't believe they have the balls to call this 'news'.

Rex Taking the paper in one hand, he flexed the front page that blared a mugshot and a damning headline: 'CAPTAIN AMERICA, TRAITOR!'

Rex: What a joke.

He mumbled, wolfing down a spoonful of cereal. He slapped the newspaper back down on the table and picked up the cereal box to read instead. Even it was more entertaining. Until the two heard footsteps but did not react immediately.

Wasp: Morning, Rex. Morning, Generator.

Janet chipperly greeted.

Generator: Morning, Jan.

Rex: Yeah, good Morning, Jan.

They both replied before Rex takes another spoonful. Rex set the box down and turned to look at her... and promptly did a spit-take.

Gone was Janet's normal common dress and tights. Now she wore a spandex black bodysuit that covered her from her neck to her toes. Bright yellow gloves adorned her hands and matching yellow boots covered her feet, carrying over from her first costume along with the yellow antenna pieces she wore over her ears. Said bodysuit also had yellow markings along her thighs and biceps, as well as a very intricate pattern on both her front and her back.

What really grabbed Rex's attention was how it hugged her curves so perfectly and left little to the imagination.

Wasp: You okay back there?

Janet wondered as she opened the fridge. Rex hurriedly cleaned up the mess left from his spit-take.

Rex: Uh, y-yeah. Is, uh... that a new costume?

Wasp: Oh! You noticed!

She responded excitedly, bending over and inadvertently giving him a perfect view of her butt. Rex looked away and she swore he'd turned beet red.

Wasp: It's a little something I whipped up. The old 'battle dress' wasn't handling my growing ability all that well.

Generator: Ahh, I see. Stitching a few more rips than usual?

Generator wondered, while Rex was still looking away.

Wasp: Exactly! So hopefully this new suit will handle my size-changing a bit better. I managed to convince the Fantastic Four to loan me some of their "unstable molecule" fabric. It fits really well! Feels like I'm wearing nothing at all sometimes!

She commented, unaware of the effect her words had on Rex.

Rex: It, ah.., does kinda look a little painted-on, in places.

Rex mumbled as he hazarded a glance back. Janet had left the fridge and was now sitting beside him, a banana in hand.

Wasp: So, what're you up today?

She wondered, peeling her fruit.

Rex: Prisoner transfer.

Rex answered, forcing his eyes not to look down. As blood was already flowing south far too quickly.

Rex: Tony wanted me to ao with Cap and Hawkeye, make sure civilians didn't act up.

He explained, focusing on his cereal again.

Wasp: And here I thought the worst-case-scenario would be an attempted breakout. It's not fair to Cap. SHIELD, SWORD, even the President cleared his name! Why can't people listen?!

An exasperated Janet sighed between bites.

Rex: Lotta people have made up their minds already.

Rex replied, pointing at the copy of the Daily Bugle before them.

Generator: Yeah. Online is so much worse. A lot of people are going. So tar as to claim the President is a Skrull.

Generator added. Janet paused mid-bite, pondering that.

Wasp: Hm... well, he could be.

She surmised with a shrug and Rex snorted in amusement.

Rex: That's just gonna be our excuse to not like someone, ish't it?

He wondered with an amused smile.

Wasp: It might as well be.

Janet agreed with a giggle. Then all three laugh as both Jan and Rex ate for a moment, savouring their food.

Rex: All joking aside, I'm kinda, well, worried for Cap.

Rex confessed as his cereal neared depletion.

Rex: The public is still against him. The whole reason Tony wants Clint, Generator, and me to go with him on this prisoner transfer is just to make sure he doesn't get attacked by a mob or something like that.

Rex said in sadness as Generator couldn't believe that the people would have a hard time believing that the Cap that claimed that the world was the Skrulls was actually a Skrull himself.

Generator: I can't believe people would stoop that low...

Wasp: I can't believe it either.

Janet concurred.

Rex: Well... could be worse.

The technopath mused.

Rex: If it was me that had been the Skrull, they'd be just as vicious... if not worse.

Janet finished her banana and pondered his words for a moment.

Wasp: Is there... something that's been hanging over your head?

She queried

Rex: Kind of.

Rex sighed. He stood and took his empty bowl to the sink.

Rex: That part of my life is missing, I have bits and fragments of my past as we continue finding the Infinite Fragments and my energy keeps growing...

Wasp: You never told us that. Why didn't you say anything about that?

Rex: We... I didn't trust anyone else honestly but now...

As Rex looks at the newspaper.

Rex: I wanted to say it to the person I respect and trust the most... Aside from Generator.

Generator: Thanks.

Rex: Honestly I don't know how they would react if they found something sordid about me. I'm not saying I'm gratetul that Cap's taking the heat instead of me, nor would I want to be in his shoes. but I guess, what he's going through could happen to us one day...

He ran some water in the sink, cleaning out his dishes, thinking. Quiet like for a moment.

Rex: Because of that. I think it's all the more important that be there for him.

HIs words hung in the air for a moment as Janet heard and processed what he had to say. The heroine rose, discarding her banana peel as she approached him.

Wasp: I don't know if anyone's ever told you this... but you're a good man, Rex. A really good friend to Cap.

She told him, touched by his sincerity.

Wasp: Please... never change.

She reached out and gently laid a hand on his arm.

Wasp: You bring so much heart and soul to a team full of... well, you know, high-tech armor, super-spies, gods-

Rex: Women who can knock someone out with one punch.

He mused with a smile.

Wasp: Yeah, us too.

Janet agreed with another giggle. Then she threw her arms around him.

Wasp: It will get better for Cap, one day. I know it will.

Rex returned the hug, taking his time to savor feeling Janet's body pressed against his. It was like the moment she met him in his room. Their friendship had grown, deepened some might say, thanks to the Skrull crisis. He stooped low, their chins resting on each other's shoulders.

Rex: You always know what to say, Jan.

Rex whispered. His heart beat faster, Rex could feel her every curve. The woman of his dreams who warmed his heart, here in his arms.

An urge swelled up within him, strong and unrelenting. It was foolish, and a bad idea to boot.

Before he could think about it any further, he turned his head and kissed her cheek. Her flesh was so impossibly soft under his lips and Rex wished he could stay longer. He dared not push his chances and retreated, quickly untangled himself from Janet.

Rex: Thank you. Come on Generator.

Generator: Uh... yeah...

Generator hurried after him shocked about what had happened, Generator and Rex moving off to go join the other Avengers on transfer duty.

Janet remained frozen in place, her eyes slightly wide as her cheeks turned rosy pink. Tingles flooded her body, wrought both from the electric contact of his lips as well the sensation of her body pressed against his. Her new suit did wonders for tactile touch and to feel every edge and ripple of his physique. But more importantly...

Rex had kissed her!


Elsewhere...

Tony Stark had indeed read the headline on the day's issue of the Daily Bugle (as Generator Rex had).

Unlike the heroic duo, he planned to do something much more direct than simply unsubscribing... which is why he was making a stop at the head office of the newspaper.

???: Are you serious?!

He shouted, slapping a copy down on the desk of J. Jonah Jameson, the publisher and editor-in-chief of the Bugle.

Jonah: Wrote it myself.

He stated proudly, seemingly unphased by Tony's livid attitude.

Tony: We've been over this, Jameson! It wasn't Cap, it was-

Jonah: A shape-shifting alien. I know, I heard you.

Jonah cut in.

Jonah: You want the Daily Bugle's readers to believe that Captain America who went on TV al over the world, telling mankind to enslave themselves to an alien race called 'Skrulls', was actually an alien himself. But now he's not an alien.

He described, leaning back in his chair.

???: It's kind of hard to believe.

The Bugle's city editor, Robbie Robertson, admitted.

Tony: Look, you've been smearing Cap's name across your newspaper for a week now, when you've been told by me, by SHIELD, by the President of the United States himself, that it wasn't Cap!

A frustrated Tony continued.

Jonah: Are you sure they're not aliens, too?

Jonah pried pondering a possible story

Tony: You're the publisher of one of the biggest-

Jonah: THE biggest!

Jonah avidly corrected. But Tony was firm in his stance.

Tony: ONE of the biggest newspapers in New York, and this is what you're doing? 'Don't even try to spin it that you're just exploiting current events. You've been doing the same thing to Spider-Man for years!

At that Jonah jumped up and frowned.

Jonah: Spider-Man is a masked menace!

He snapped.

Jonah: You Avengers, the Fantastic Four, you're all vigilantes! You're not real heroes, like astronauts, or police officers or firemen or newspaper publishers.

Tony scoffed as he stares at the Vigilante hating publisher.

Tony: You're about to become nothing more than a tabloid publisher when this is over.

Jonah: You take that back!

J. Jonah Jameson grumped as he sat back down, overly proud ot his company and its work.

Jonah: Look at you, Stark! You've got money, ooh, and a fancy suit. You think you're above the law? Well, you're not. You want the truth to come out, then you do it the same way everybody else does. Prove it. Get me an interview with your alien. Preferably little and green and dressed like Captain America.

Tony: SHIFLD has them in custody, they're not going to let that happen. It's too dangerous.

Tony claimed, but Jonah seemed uninterested, leaning back and checking his watch. It was going to be his way or the highway and Tony could see it. The Avenger sighed and pinched the bridge of his nose, struggling to appease the surly editor-in-chief.

Tony: But... I can get you an exclusive with the real Captain America.

He finally offered. That seemed to pique Jonah's interested and the men reached for his intercom.

Jonah: Miss Brant!

He barked. A few seconds later, a diminutive young brunette by the name of Elizabeth Brant or 'Betty' for short as she poked her head into the office.

Betty: I'm kind of busy, Jonah.

Betty softly told him.

Jonah: Yeah, with this!

Jonah continued, like a runaway freight train.

Jonah: Tony Stark here is going to take you to interview Captain America. Pull a photographer from the pool.

The billionaire balked by what he said.

Tony: Woah, hold on, I didn't say today!

Tony protested.

Tony: I'm meeting with SHIELD about building a new base, and besides, Cap's not available. He's overseeing a prisoner transfer.

Betty: All of the photographers are out on assignment.

Betty added.

Betty. There was a full scale invasion of alien shape-shifters, if you recall.

Jonah: SUPPOSED shape-shifters!

Jonah exclaimed.

Jonah: Tomorrow's headline is Captain America, Benedict Arnold'! If you want it to be different, this interview happens today.

That was Jonah's ultimatum which it did not Sit well with Tony, who was growing increasingly fed up with J. Jonah Jameson.

Jonah: PARKER!

The editor bellowed, his voice resounding throughout the office.

Tony: Is he always like this?

Tony wondered.

Betty: I'd like to say he's usually worse... but he isn't.

Betty admitted. As she finished, a lanky teenage boy entered the office, his dark eyes peering out from beneath a mop of brown hair. He'd been around the Bugle for a long time and in Jameson's eyes, Peter Parker was reliable if not full of youthful naivety.

Peter: Uh, hello?

He meekly greeted.

Jonah: Parker here is one of our best photographers.

Jameson claimed.

Jonah: Take him and Brant to Captain America, and the Bugle will print the truth, whether he's a traitor or a collaborator.

Jonah stated. Tony facepalmed and sighed again.

Peter: I, uh, mostly just work on the Bugle's website

Peter explained.

Tony: Whatever, kid. Let's go.

Tony grumbled, leading the pair out of the office.


Later...

In the wake of the destruction of the Helicarrier, SHIELD had established a temporary base of operations near the New York docks, using a disused pier gated oft from the public. Had it not been for installations like 42 and Avengers Mansion, the agency would've been otherwise overwhelmed.

With multiple tents set up to house various wings of the organization, as well as a handful of ground vehicles, SHIELD was holding its own for a the four, that had been incarcerated, King Cobra of the Serpent Society, Lyle Getz AKA Scientist Supreme of AIM, Madam Viper of Hydra, and finally Toxzon of the Masters of Evil. With SHIELD around they have a little less to worry about... except for the anti-Captain America protest that had gathered outside the main gate.

Tony arrived with Betty Brant and Peter Parker in tow, the two Bugle representatives cleared for access as they entered another world entirely.

The Stoic SHIELD agents stood around with rifles in hand, massive APC's stood nearby on standby and, off to one side, the Avengers Captain America and Hawkeye waited patiently to act. It was a lot different from the usual conduction of buisness used by local law enforcement, which was what Betty was used to. Tony Stark paused as a hero in grey and black descended from the sky, flying under his own power until he stood before his fellow Avenger.

Tony: What's the word, Generator?

Stark inquired as Rex stares at Generator as he scans the crowd and see anyone that could be a supervillain or can hurt them but is picking up nothing but an Angry mob that wants to see Cap suffer.

Generator: Well, apart from the unruly mob, we're all clear. Not a single sign of super-villainy to report.

The technopath replied.

Tony: What worries me more, is what they might try after the convoy leaves.

Tony mused.

Rex: Yeah, that occurred to me, too.

Rex agreed before he caught sight of Betty and Peter.

Rex: And these two?

Tony: Betty Brant and Peter Parker with the Daily Bugle. They're here to interview Captain America to set the record straight.

Tony explained.

Hawkeye: Vultures.

Hawkeye grumbled as he strode over to investigate.

Rex: Ah, give 'em a break, Hawkeye. They're not the problem, it's that bonehead Jameson.

Rex replied.

Tony: Keep them busy, will you? I need to talk to Ouartermain.

Tony ordered as he made to leave. Peter didn't take long to whip out his camera as Betty pulled out a recording device.

Hawkeye: Great. Babysitting reporters. Would you believe me if I told you I'd actually prefer babysitting supervillains more?

Hawkeye complained

Generator: Well, I don't mind doing a Interview. (Sighs) Make sure you get my good side.

Generator Said as Rex shakes his head as The former is strutting poses.

Betty: Then you won't mind explaining to me how the Avengers themselves view the Captain America situation?

Betty wondered, holding out her voice recorder.

Hawkeye: There is no 'situation'. End of story.

Hawkeye sourly retorted.

Rex: What partner: the Angry archer here is saying, that we're all very happy to have the real Captain America back. I think I can speak for the rest of the team when I say I only wish we'd caught on to the ruse a little sooner.

Rex quickly answered.

Betty: So you truly had no way of knowing there was a shape-shifting alien in your midst?

Betty pried.

Hawkeye: The Skrulls pulled the wool over everyone's eyes, us included. I'm still miffed about it. We didn't realize it wasn't Cap until it was almost too late.

Hawkeye explained, frowning as Peter snapped a few quick photos of them and Multiple shots at Generators behest.

Generator: SHIELD and the Fantastic Four ran some tests on the Skull impersonating Captain America. Not only did he look and sound the part, but portions of his genetic code had been modified to match the very DNA of our Cap.

Generator quickly added.

Generator: Not only does that explain how he was able to use biometric readers and come out clean, but there would've been no way for us to tell the difference unless the two of them were in the same room together.

Betty: And you're confident this is the real Captain America with you?

Betty questioned.

Hawkeye: Yeah. I'm sure. Watched him beat his Skull imposter to a pulp.

The archer responded.

Rex: I only wish certain others could get a grasp on that concept.

Rex murmured, glancing at the aggravated crowd a few feet awav from them. Peter took that as his cue to get some shots, zeroing in on the signs being held and the angry faces of the protesters carrying them.

Hawkeye: Wait, this is your photographer? He's ten years old.

Hawkeye derisively remarked.

Peter: Uh, I'm seventeen.

Peter meekly replied.

Hawkeye: Respect the your elders, punk.

The archer surely snapped. Realizing she didn't need that audio as part of her interview, Betty tried to get things back on track.

Betty: What's going on here?

She asked.

Rex: SHIELD's set up shop here since the Helicarrier Went down. We're just helping transport a tew random super-villains to the Baxter Building.

Rex explained.

Peter: Why would you take them there?

Peter wondered offhand.

Hawkeye: Classified.

Hawkeye said flatly as he crossed his arms.

Peter: Is this safe?

Peter asked again as he craned his neck to look past the Avengers (who were both a whole head taller than him) and spotted the villains Toxzon, Viper, King Cobra, and Lyle Getz be led into the biggest of th APC's. Nearby Tony and Cap were discussing something with Agent Quartermain. Logistics, no doubt.

Hawkeye: No. It's not.

Hawkeye retorted.

Hawkeye: And there's no way you're coming with us, kid. So take off.

Betty: No pictures, no deal. He's coming.

Betty interjected.

Rex: Ease off there, Cupid. He's just a newsie. Couldn't be that bad to let a kid come along for the ride. Besides... they might get some good shots of you for once.

Rex added, siding with the seemingly innocent duo.

Hawkeye: If I was still with SHIELD, this would be going much differently.

Clint griped as Rex continued teasing him.

Rex: Aw, quit your bellyaching. At least he's not riding shotgun with you.

Rex chuckled, swatting him on the shoulder. At that moment, Tony approached with Captain America in tow.

Tony: Alright, Miss Brant. Evervthing's cool, you can talk to Cap.

Stark announced.

Tony: But you have to do it on–

He was out short when Can reacted to a tomato hurtling towards him, swatting the vegetable out of the air before it could hit him.

The protestors had amped up their efforts now that the object of their scorn had drawn closer.

Anti-Cap Protesters: You traitor! Get lost you lousy bum! Earth doesn't need you, you stinking traitor!

Hawkeye: See what your boss did?

Hawkeye angrily remarked to Betty and Peter.

Hawkeye: SHIELD and the President have acquitted Cap of what the Skrull did. This? This is J. Jonah Jameson's fault.

The two exchanged a couple of worried glances as the APC convoy pulled up to the main gate.

Captain America: We've got a schedule to meet, people.

Captain America stated in a sullen tone as he made to mount up. Another tomato came flying in, falling short on the wooden pier. As Rex frowned as he looks at the protesters.

Rex: Generator come on.

Generator: Ok.

Tony: Uh... the transport is over there?

Tony pointed out as Rex and Generator went towards the crowd as Hawkeye knows what's going on.

Hawkeye: Looks like he wants to have a word with them.

Peter: Uh... should we be worried if he hurts them?

Tony: Generator and Rex are both the kind that stick up for their friends.

Tony explained as he stares at the duo stopping in front of the gate of Anti-Cap protesters.

Tony: I won't say I don't understand Rex from time to time... but I'm certain he would never hurt them...

As we see Generator enter Rex's chest as blue energy as most of the protesters and even Brandt, and Parker as he saw Rex in his Sonic Mode as there was speakers on his back and arms as everyone there was in awe except for Tony and Hawkeye as they have seen it before.

Not wasting time Peter takes a few photos of Generator Rex as Tony finished explaining to them.

Tony: Because Generator Rex is always trying to look out for everyone he calls a friend...

Rex: Let's get their attention, Generator?

Generator: Right... switching from lethal to non-lethal ...

As Generator used the speaker to create static to get everyone attention It was incredibly inefficient and a real drain on his power supply, but it was at least a non-lethal means of dealing with non-powered individuals.

Rex: (Speakerphone) Alright, everyone! Show's over! GO HOME!

As he spoke the sound wave was effective as they dropped their signs and covered their ears. But it was to much for them to bear as they hear the alarm even some people from behind Generator Rex could hear it and wonder what it was as did Cap. As the protesters run away from the noise as they had enough of the sound that was being made towards them they ran away and when their wasn't anyone there Generator Rex immediately stopped and reverted back to Base Mode and returned to Tony and Clint.

Rex: Ingrates...

Generator: You said it...

Generator agreed as Tony crossed his arms and smirked at the duo.

Tony: Neat trick.

The billionaire mused.

Rex: Thanks. Now let's get moving before more protesters start coming back and do something stupid or worse...

Tony: Right.

Tony affirmed.

Tony: For now, you and Hawkeye are on perimeter duty. Whatever you do. engage only if supervillains are involved. The rest of the Serpent Society is still at large.

Hawkeye: Right...

Hawkeye trailed off as he looked around warily.

Moments later, Generator Rex was airborne and the archer was too aboard his Avenge-cycle.

The main gates to the compound opened and the convoy rolled out, with their air support following closely.

New York police had already sectioned off several main roads and held traffic at bay to allow the convoy to move unimpeded. Within the rearmost unit, Captain America rode shotgun with Jimmy Woo while Betty Brant and Peter Parker sat in behind, while Quartermain took up position in the lead APC.

Quartermain: Quartermain to all SHIELD agents. It's twenty-eight blocks to the Baxter Building, it's a walk in the park. I'll handle the prionsers and we've got Hawkeye and Cybernaut up top, keeping an eye on things. So be careful out there.

As he radioed to them all. Unaware that someone was watching them from behind a water tower on the roof.

???: Begin the attack...

As the mystery person spoke to the earpiece he had in his ear. We cut back to cap with Betty and Parker behind him.

Captain America: Understood. Captain America out.

Steve clicked off the radio and leaned back in his seat.

Captain America: I understand you wanted to ask me a few questions ma'am?

He stated quietly, addressing them.

Betty: A few questions? Captain, what happened? Everyone on the planet thinks that you told the world to surrender to the Skrulls. How do you respond to that?

Betty implored

Captain America: I take full responsibility.

Cap solemnly replied and Peter and Betty exchanged uneasy glances.

Betty: Do you... maybe want to elaborate on that?

Captain America: Not really.

Cap said.

Peter: Please?

Peter begged, leaning forward. The supersoldier glanced over his shoulder, pondering the teenager's insistence.

All of a sudden, an explosion rocked the front of the convoy, sending Quartermain's APC flying through the air as fire and smoke trailed from the front and underbelly. It almost hit Generator Rex and Hawkeye had they not taken sudden evasive maneuvers. The prison APC slid to a sudden halt and Jimmy swerved to avoid a collision, striking a lamppost instead.

Betty: What happened?

Betty groaned, clutching her head post-impact.

Betty: What was-?

Hawkeye: Cap, we got trouble!

Hawkeye shouted over the Comms.

Rex: It's the Serpent Society! They're here for Viper and Cobra!

Generator Rex chimed in.

Sure enough, amid the flames, Gustav Krueger (better known as Rattler), emerged with his bionic tail vibrating menacingly. Using internal ultrasonic micro-generators, he could emit sonic shockwaves from the tail, capable of great destructive feats.

Hawkeye moved in from above to strike, only to be tackled from behind as Death Adder leaped down from a rooftop and sent him rolling across the ground.

Recognizing the trouble afoot, Cap jumped out of his APC with Betty and Peter close behind.

Betty: What's going on?

The reported asked.

Captain America: The Serpent Society is trying to free Viper and Cobra.

Cap quickly explains as he stares at the SHIELD Agent Jimmy Woo.

Captain America: Woo, get them out of here.

As cap then charged into the fight to help out.

Generator: What do we do, Cap? By my count the Society outnumbers us two-to-one!

Generator cried over their personal comms.

Captain America: They might be trying to distract us! Hawkeye and I will deal with Rattler and Death Adder, you make sure none of the others try to spring the prisoners!

Steve ordered, slinging his shield over one arm.

Rex: We're on it!

The technopath duo moved to obey, ducking and dodging rapid-fire sonic shockwaves from Rattler. One of which struck the side of Woo's APC, sending it spinning across the road with Jimmy and Peter still in it. Betty was chaos. Betty feared the worst for Peter came running to find him but only sees Jimmy still in the driver's seat... but Peter was nowhere to be seen...

Betty: Peter?

Peter Parker was ok in fact he ran into an Alleyway and then jumped with grace in fact he jumped so high he made it two stories on the fire escape before jumping across and sticking to the wall for a short time before jumping off it until he was on the rooftop and away from prying eyes...

Meanwhile... Clay Quartermain traded shots with Rattler using a SHIELD-issue rifle as Captain America arrived on the scene.

Captain America: Quartermain! Stay with the prisoners, we'll handle this!

He called out. Deflecting another shockwave, he hurled his shield with all his might and bowled over the serpentine villain.

Clay took control of the APC, attempting to flee the scene and cut down the probability of a potential prison break. Unfortunately his attempt was thwarted by the extending bionic arms of Anaconda. The skeletal system forged from faux-Adamantium, her arms were so incredibly durable and strong that she could hold the APC at bay merely by gripping its built-in rollbar. No matter how much Clay tried to counter, Anaconda had him in her grip and refused to let go.

Captain America: Quartermain!

Captain America took note and attempted to intervene, only to have his arms snared and high-voltage electricity sent coursing through his veins courtesy of Constrictor's whips. So Generator Rex moved in instead.

Rex: Hands-off, lady! This is a strictly 'look but don't touch' vehicle! MAGNATE MODE!

He quipped, as he went into magnet mode and using his magnets to reverse the polarity of her bionics and force her limbs to retract. Hissing in retort, Anaconda lashed out with a fresh punch that whizzed overhead, shattering the windscreen as Rex retorted with two cosmic blasts from Generator.

Constrictor had Captain America totally ensnared, shocking him into submission as Rattler moved back in.

Rattler: Well, well. If it isn't Captain America

As the big snake villain rumbled with a smug grin.

Rattler: Kinda funny, we're supposed to be the snakes, but you... you tried to sell out the whole planet.

He sneered, Constrictor accenting his colleaque's words with another powerful electric jolt that drove Cap to his knees. The two loomed above him, merciless and unrelenting, until they were both bowled over from behind by someone. The impact caused Rattler's tail to behave erratically, shooting off sonic shockwaves this way and that as they gradually destroyed storefronts and the street itself Generator Rex was hurled into the windscreen by Anaconda and Quartermain tried again to escape.

This time, no matter how far into the floor Quartermain stomped the accelerator, the APC refused to move. Using its frozen state to her advantage, Anaconda hurried around to the back and used her brute strength to tear open the rear door.

Sunlight bathed Viper, Toxzon, Cobra and Getz within as Viper nodded in greeting. At last, her plan to be free was coming true. Anaconda managed to unload Lyle Getz and Toxzon before the commotion wrought from afar caused the ground to tremble beneath her feet.

Anaconda: What's going on up there?

She rumbled, moving to figure things out. Lyle and Toxzon quietly slipped away in the chaos.

Toxzon: Thanks for freeing us...

Toxzon then used his Gauntlet blades to cut for his cuffs.

Toxzon wasted no time but finding a sewer hatch and run away while Viper and King Cobra were still in the APC.

Viper: Anaconda? Release me at once!

Viper cried from within. But her serpentine aid was out of earshot.

Viper: Anaconda!

???: They might abandon you.

As a familiar masculine voice commented

???: But I won't.

Viper looked down the street and smiled when she saw Markus Moran approaching, clad in costume it was Dark Blue and Grey it had part on his arms it was metal of some sort as it was shiny silver. He was using his subatomic powers to keep the APC rooted in place, the blacktop consuming the tires and locking them where they stood.

Viper: Markus.

She mused impressed by his act of villainy and outfit.

Viper: So do I call you Markus or...

Markus: You can call me Markus, others may call me... Keystone.

Viper's smile broadened as she stood, eyeing him with an alluring gaze.

Viper: Keystone.

She repeated.

Viper: I quite like how that sounds.

Free from Constrictor's bonds, Captain America picked himselt up just in time for a figure in red and blue spandex to touch down beside him... it was none other than New York's own vigilante: Spider-Man.

Spider-Man: Cap! I'm here to-woah!

Reacting with split-second timing, Spider-Man somersaulted over an incoming punch from Anaconda, who had now been joined by the deadly Bushmaster.

Captain America: What were you saying, son?

Cap queried as he held his shield out defensively.

Spider-Man: I'm here to, you know, save you!

Spidey replied with a sigh. The ground rumbled underneath them and the webhead felt his senses tingle.

Spider-Man: Uh, Cap. We're in trouble.

He quietly remarked as the blacktop began to shake and tremble.

Rattler's sonic shockwaves had destabilized the road, so much so that a sinkhole had begun to form underneath. The foundation had been eroded to nothing and the weight of the APC was proving too much for it. Before Keystone and Viper could even get clear, the road crumbled and the vehicle sank beneath it, spawning a massive hole that soon dragged the rest of the Serpent Society as well as Cap, Generator Rex, and Spider-Man down into its depths, lost to eyesight as a massive dust cloud filled the street.

Only Hawkeye managed to escape unscathed.

The Avenger rushed to the edge of the sinkhole where a very worried Betty Brant and other panicked citizens looked on. His shock was broken by a chirp from his ID card, denoting an incoming message from Generator. The technopath had managed to transmit a last-minute call using his powers. The archer's card played it back in a robotic text-to-speech tone.

Avenger ID: Get the rest of the team. We are going to need help!

Hawkeye: Don't have to tell me twice.

The archer muttered, switching the call frequencies on his card.


Elsewhere in the city...

Currently nowhere near her ID card, Janet Van Dyne was flying a few loops around the city. She claimed it was because she wanted to break in her new costume.. but in reality, the heroine was still reeling trom the tact Rex had kissed her cheek that morning. Janet had never expected something so brazen from him and now she didn't know what to do about it, or with herself for that matter.

Wasp: Why would he do that?

She kept asking herself, buzzing across rooftops as fast as her wings could carry her.

Rex: H-He must like me or something, right? Why else would he do that?

She finally managed to stop, growing to normal height as she took a seat on the edge of a roof, overlooking an alleyway.

Wasp: Think, Janet, think! Why do I feel like this?

Her mind was being driven into a tizzy, a combination ot trying to tiqure out why Rex would kiss her as well as trying to figure out why she was feeling this way and how she should react.

She stood, beginning to pace in circles around the roof. Alexander 'Rex' Caden was the only thing on her mind, for a myriad of reasons.

Wasp: Calm down, girl. Just... calm down!

She tried regulating her breathing, inhaling deeply and exhaling loudly.

Wasp: Okay. I'm not sacred, just... confused...

Truth be told, her heart had been pounding non-stop.

Wasp: Maybe I am scared...

She muttered. Her thoughts about Rex drifted to others' thoughts about him. Part when Susan who was a Skrull at the time offered her some advice in going out with Rex.

Wasp: (Thoughts) Susan: if you and Hank aren't panning out so well, mavbe it's time to think about somebody else? What about Rex? He seems nice, kinda cute too.

Sue Storm had said.

Until now, Janet had always avoided that question. Part of her thought it was silly to even think about dating within the team. A different part never dreamed she could date anyone other than Hank. But now...

Wasp: Am I even single?

She wondered, confused. She hadn't heard a word from Hank since he cleaned out his lab and left the Mansion for good. Rex had been with her the whole time, and while she mainly vented her frustrations and turmoil to Carol, she found herself taking comfort in her friendship with Rex. Especially during the Skrull invasion when he saw him die she was more heartbroken then ever before when she saw her father's death she wouldn't stop until she had her revenge on whoever killed him. It was the same for Rex as she planned to do the same for the Skrulls but when he was actually alive and not dead she was actually relieved that he was alive, she suddenly realized when they were two of the very few members on the team.

Spending her days with Rex, and not Hank... that's what it was boiling down to.

Wasp: I mean... m-maybe it was an unofficial breakup.We never said anything and just... just... fell apart.

She murmured. Maybe earlier she had been freaking out because Rex had done something so brazen while she was still with Hank. But now, slowly thinking that she was no longer with Hank, that was becoming less the case.

Why was her heart still pounding? Why did her cheek tingle every time she remembered the moment?

Wasp: I... I-I didn't necessarily 'want'him to do that. I-It was just unexpected. The last thing I was expecting Rex to do.

She reasoned, feeling a bit better.

Wasp: So... why am I reacting like this?

Janet didn't know and was stuck wrestling with the question. And so the question began again.


Meanwhile, Down Below...

At a packed subway station, the denizens of New York were not expecting the ceiling to suddenly give way and come crashing down atop them. The SHIELD APC crushed an empty subway car underneath it, the combined weight too much for the tracks to handle as the subway rail tractured and sank even deeper into the city's underbelly.

Now a pile of debris, broken subway cars, and a wrecked SHIELD APC came to a sudden halt deep beneath New York... and somewhere within, three heroes, a SHIELD agent, and a whole cadre of villains, lay buried.

The first to break free was Generator Rex, who used his Strength Mode to punch and push the debris off him.

Rex: That was Close. Cap? Are you ok? Cap?!

The Captain America emerged after, the supersoldier using his natural strength and durability to break free of the rubble. Spider-Man managed to punch his way clear and Cap helped him the rest of the way.

Captain America: Are you okay?

He asked.

Spider-Man: Except for the pain, yeah.

Spidey replied.

Rex: Well, this certainly wasn't on the to-do list.

Rex remarked as he looked around the caved-in area. Spider-Man, meanwhile, was bug-eyed under his mask. He was standing side-by-side with Captain America!

Spider-Man: So, um, we've never really met before...

He nervously began.

Spider-Man: But my name is-

Captain America: I know who you are, Spider-Man.

Cap interjected.

Captain America: Come on, we've got work to do

As Cap leaves as Generator Rex stands next to Spider-Man.

Spider-Man: Right. Wow. 'We've never really met before'? Idiot!

As Spidy facepalmed himself as Generator Rex then hears Spider-Man talk to himself.

Rex: Star-struck, much?

Rex wondered.

Spider-Man: Well... yeah. First time working with the Avengers. Er, well, some of them.

Spider-Man replied.

Rex: No worries kid there's one thing to do in this situation. Listen to Cap. 'Cause he always got a plan.

As Rex taps Spider-Man Sholder he immediately follows after Steve. The supersoldier had hopped up on the collapsed APC and peered through a shattered window, findina a aroanina SHIELD agent still belted into the driver's seat.

Clay: (Groans) Help...

Captain America: Hang on, Clay. Spider-Man!

Steve called out and the webhead hurried over.

Captain America: Help Agent Quartermain, we'll check on the prisoners.

Generator Rex and Cap bounded off to do just that as Spidey lept atop the APC, using his super strength to tear the door off and said...

Spider-Man: [Deep Voice] Fear not, Clay! I'm Spider-Man!

He dramatically announced in a deep voice not his own. Clay noticed instantly.

Clay: What's wrong with vour voice?

He wondered and Spidey sighed as he feels like he messed up being cool.

Back with the two Avengers as they rounded the back of the APC peering into the shattered back door to find King Cobra still trapped within his restraints while Viper lay out cold sprawled across the seats, perfectly free of her bonds.

Captain America: That's not good.

Cap grimly noted.

Rex: Well, Cobra is still intact. Viper... how the hell did that happen?

Rex wondered aloud.

???: Help!

They hear a woman's voice before hearing more voices.

???: Somebody help us!

The heroes turned their gaze up, finding the wrecked remains of a subway car teetering above the APC. There were still civilians trapped within.

Generator: That's, gonna complicate things.

The technopath realized as Clay arrived, one arm draped across the webhead's shoulders.

Spider-Man: Does anybody have a phone? I left mine in my other pants.

Spider-Man quipped.

The heroes turned their gaze up, finding the wrecked remains of a subway car teetering above the APC. There were still civilians trapped within.

One by one the civilians were helped down as King Cobra was escorted from the APC, with Viper draped over Cap's shoudler. Using a pair of spare (and significantly less-substantial) handcuffs Clay had on hand, the villainess was bound once more. With the situation more or less under control for the time being, the Avengers conversed with Quartermain.

Captain America: The radio in your truck didn't make it. And our Avengers ID cards aren't working.

Captain America revealed.

Captain America: We can't count on back-up anytime soon. Its up to us to get these people to safety.

Generator: I tried to send a message to Hawkeye as we were falling. Hopefully he got it, but there's no guarantee of that.

Generator added.

Clay: Let me guess. ID cards don't work this far underground?

Clay wondered.

Generator: More like our temporary comms setup won't work this far underground.

Generator explained.

Rex: To put it in simpler... until the damage from the Skull invasion gets fixed, we're stuck with some very barebones Jerry rigging.

???:Get away from me!

Heads turned at the commotion, the Avengers spying Spider-Man accosted by an older man coming between him and a woman as he was checking on.

Spider-Man: I'm sorry, I was just trying to--

Old Man: Just back off, freak! You're probably the reason we're in this mess!

He accused, jabbing a finger into the black spider emblem on his chest.

Captain America: Evervone just calm down. We're going to get you out of here.

Captain America stated as he intervened, trying to break things up.

Old Man: You?

The man repeated incredulously.

Old Man: I saw what you said on TV. You're no hero, you're a traitor!

Spider-Man jumped to Captain America's defence.

Spider-Man: Hey! He's trying to help you! We both are!

Old Man: And I don't see either of you doing me any good!

The old man retorted. Then, Generator Rex stepped in.

Rex: That's enough, gramps.

He stated sternly, dwarfing him.

Rex: Now you listen to me and you listen good; I didn't go on TV and say anything. So you'll do as I say, and I say, back down. Us four are your ticket to getting out of here, whether you like it or not. You will listen to and heed what I have to say, what Captain America has to say, and what Spider-Man has to say. By all means, feel free to not listen to us, but it's your funeral.

Cowed by the rebuke, the old man took a step back and stayed silent.

Spider-Man: And that wasn't Cap, it was an alien.

Spider-Man quickly added.

Captain America: Generator Rex, Spider-Man, it's okay.

Steve commanded them both.

Spider-Man: No, but-

Captain America: Let it go.

He insisted. Spider-Man did as told, but not because he wanted to. Once again, Cap took command of the situation.

Captain America: Everybody, listen, we're in one of the old flood control tunnels under the subway system. It's not looking too stable, so we need to get out of here before there's another cave-In.

As if on cue, the ground shuddered and dusty debris fell from the ceiling. The collective heartrates of all involved spiked and suddenly become a little more compliant.

Captain America: There should be access ladders every mile or so, I suggest we get walking.

Spider-Man: I've got a light.

Spidey volunteered, lifting part of his costume to reveal a belt, the buckle of which also doubled as a flashlight. It illuminated the tunnel with a particularly on-brand Spider-Man emblem, bathing the walls in bright red light.

Spider-Man: I knew this thing would come in handy!

Captain America: Spider-Man will take point.

Captain America decided.

Captain America: Anyone who wants to wait for rescue is welcome to stay here. But I don't recommend it.

The group began to move, murmuring and grumbling. Cobra smiled slightly as he walked past, a very, noticeable expression.

Captain America: What's so funny, Klaus?

Cap demanded.

King Cobra: Look how quickly the people turn on their heroes.

The serpentine villain snickered

King Cobra: Whereas my people won't stop until we're free...

He added and Rex shoved him ahead.

Rex: Keep it moving, Cobra. The only place you re going is behind bars.

And Cobra did so and the two Avengers watched the motley assortment carry on with Quartermain and Spider-Man in the front

Rex: Bunch of idiots.

He muttered under his breath.

Captain America: You let it go too, Rex.

Cap added, shifting Viper even across his shoulder.

Captain America: Keep your senses sharp. It the Serpent Society is down here with us-

Rex: They've got enough tech to broadcast their presence long before they show up. I know.

Generator testing his senses and noting only their tech around.

Generator: I did a scan and it's not good. These flood tunnels are so archaic they lack even the most basic of technology. So long as we have Cobra and Viper in cuffs, they're not gonna stop trying.

He added and Cap nodded.

Captain America: I know.

He agreed as they pushed forward.


Meanwhile, above ground..

Janet was still wondering about Rex's kiss on her cheek as she was thinking it was either affection or something of a good friend would do either way it was effective in making her very confused in who she loves the most... she loves Hank Pym but then Rex came into her life and did... did that kiss. More and more questions continue to come back to the same question and she for the first time didn't know what to do?

Wasp: (thoughts) Miss Marvel: Maybe you should try seeing someone else. You know, just to test the waters, see if you feel better without Hank... Well how about Rex? He's a nice guy, not totally obsessed with scientific pursuits, Engineer, Pilot to the team, and, well... every time I see his personality on display, I think of you.

Carol had once suggested and Wasp had to wonder what her friend saw that she didn't.

After much contemplation and consideration, Janet still struggled to tigure out exactly what she was feeling and why she was feeling it. The poor, flustered heroine was reaching the end of her rope.

Wasp: Why did you have to do that, Rex? Why'd you have to go and frustrate me like this?! Both Sue and Carol kept pushing me towards you, but I-I didn't take them seriously. We're just friends, right?

The logic seemed to make sense in her head, but deep down a nagging question was still gnawing away at her.

Wasp: So why did you do it..?

The biggest of her unanswered questions, it loomed in her mind like some vast obelisk threatening to fall upon her unless she proffered a possible answer.

Her thoughts were stirred by a telltale rush of wind, followed by the compressed roar of thrusters. Janet looked up, seeing Iron Man, Thor and Miss Marvel approaching.

Miss Marvel: There you are, Jan!

Carol exclaimed as she touched down.

Thor: You had us concerned, friend Wasp. Thou didn't respond to our summons.

The Asgardian added. They had been looking for her and a wave of nervousness overwhelmed the heroine.

Wasp: Oh! S-Sorry, I, uh... must've left my ID card back at the Mansion.

She stammered, quickly gulping to try and control her feelings.

Wasp: What's going on?

Iron Man: The Serpent Society attacked the prison transport. Cap, Generator, and Rex fell into a sinkhole and are somewhere beneath the city.

Iron Man explained. Janet's eyes shot wide open.

Wasp: (Quickly) What?! Are they okay? Did the Serpent Society spring Viper and Cobra? Is Rex okay? What's SHIELD doing? What about Hawkeye? Is he alright? Is Rex okay?

She hurriedly asked, shrinking down and taking flight again.

Iron Man: Uh– Well-

Tony tried to reply.

Wasp: Come on! What're we waiting for?! We gotta find them and help them!

Janet shouted, bolting off in a random direction. She seemed to speaking and moving a million miles a minute, and it was plainly noticeable.

Iron Man: Is it just me, or does Wasp seem a little more... energetic than normal?

Iron Man asked aloud.

Thor: Aye. Friend Wasp appears to be quite anxious.

Thor concurred.

Miss Marvel: Do vou want to tell her she's going the wrong way? Or should I?

Carol wondered.


Back underground...

Walking on the ceiling, Spider-Man continued to lead the way for the civilians with his flashlight.

The flood tunnels were old and seemingly disused, the lack of maintenance suggesting no one had been in this particular area for a very long time. He stopped suddenly, spider-senses tingling as potential danger loomed large around him.

Squinting his eyes, the webhead could just barely make out faint shadowy shapes roaming around the darkness ahead. Trouble was afoot, and he doubted anyone other than him knew about it.

He dropped down in front of the civilians, five in total, in unclipped the flashlight from his belt.

Spider-Man: Here, take this. I'm gonna go talk to Cap.

He ordered the older man from before.

Old Man: What? You're just gonna leave us alone up here?

He responded in disbelief.

Spider-Man: There is nothing to worry about.

Spider-Man promised.

Spider-Man: Except snake monsters.

He added aside. Leaving the old man with that (as payback for his earlier rudeness) Spidey hopped onto the nearbv wall and crawled back to where Gwnerator Rex and Captain America were walking. He perched himself right in their line of sight, speaking in hushed tones.

Spider-Man: Okay, we've got trouble, and I don't think it's the tunnel collapsing.

He told them.

Rex: Yeah, I had the feeling we were being watched.

Generator Rex agreed. Spider-Man was a little deflated he wasn't the first to bring the news.

Spider-Man: Oh. You've got a sense about these things too?

He queried.

Rex: Maybe not as broad as yours but when I have a bad feeling it usually takes awhile before confirming it.

Rex answered.

Spider-Man: Well, maybe it isn't just our cranky friends back there.

The webhead determined

Captain America: Thanks for the heads up.

Cap replied.

Captain America: Rex, you and Generator take point. See if you can distill something a little more concrete.

Rex: You got it cap.

His comrade made to move ahead, leaving Spider-Man and Captain America alone for a moment.

Spider-Man: Cap... why aren't you defending vour self?

He asked, dropping down to walk beside him.

Spider-Man: The news is all over you, everybody thinks it was you.

Captain America: They say worse things about you.

Steve replied.

Spider-Man: Yeah. And it's horrible. How can you be so... so not-upset about this?

Spidey inquired.

Captain America: I know who you are.

Cap stated directly.

Captain America: I talked to the police, the firemen, the people that you helped and I heard their stories about how you saved lives, how you never asked for recognition, or reward or even thanks. It doesn't matter what the newspapers say or the politicians or the whole world, they don't define who you are, you do and not by your words, but, by your actions. The truth will come out, but, until then I'm going to keep fighting just like you do.

He promised.

Spider-Man was in awe, the supersoldier living up to everything he'd ever heard or read about him. A paragon of virtue, the one and only Sentinel of Liberty. To stand in his presence, well, Spider-Man counted himself lucky.

Spider-Man: Can I be your sidekick?

He asked, sounding genuinely hopefully. Cap merely smiled back, his first genuine one of the day.

Up ahead, Generator Rex had honed both their senses until the technology he was sensing was clear as day... and right in front of them.

Rex: Magnet Mode!

In a blinding blue light he changed into his Magnet mode surprising the civilians and Agent Clay. Snapping up his hand quickly, in a burst of magnetic energy it quickly diverted the weapon aimed at them... and a sonic shockwave roared overhead, its aim thrown off and striking the roof behind the group. Spider-Man saw it all and his senses came alive, like a dozen alarms bells ringing in his head.

Spider-Man: CAP!

Spider-Man dove, tackling Cap out of the way as debris fell where he once stood The heroes quickly moved to protect the civilians as their assailants made themselves known.

Rattler emerged from the shadows, flanked by Anaconda. Clay drew his pistol, only to have it swatted from his hand by Death Adder's tail as he dropped down from the ceiling. Then Bushmaster and Constrictor joined in, raking blades along the walls of the tunnel and cracking frightening electro-whips respectively. The whole Serpent Society was here, and the heroes were at a severe disadvantage.

The ground was completely surrounded by the Serpent Society. Spider-Man, Captain America, Generator Rex and Agent Quartermain took up positions between the villains and the civilians.

They were the priority here.

???: It's over, Captain.

A new voice announced. As they step out of the shadows to reveal themselves. A new voice announced. Stepping out alongside the Serpent Society, Keystone revealed his presence.

Keystone: Release Viper and Cobra to us, or every single person here will suffer the consequences.

He commanded.

Cap recognized him instantly.

Captain America: Markus...

He growled. The Supervillain costume was new, but he was still the same villain otherwise.

Keystone: No. The name's Keystone now.

Mark corrected him.

Rex: New name, new villain.

Rex surmised, as he went into his strength mode as he prepared to fight. The villains tightened their circle as Cap held his shield out defensively, Viper's body still draped over his shoulder.

Keystone: I'll give you a choice, Cap. Seeing how you saved me and us from that Skrull Prison. Give me Viper and King Cobra their freedom, or the lives of these people will be on your head?

Keystone said. The civilians grew scared, clearly this crew wasn't messing around.

Scared Civilian: Are you crazy? Just let them go!

One of them cried.

Keystone: Release Viper and King Cobra to us. And everyone here can live.

Keystone repeated with a threatening tone as Steve weighed his options. It didn't look good for them. He knew the lives of these people were far more important than the imprisoned status of a couple super-criminals. Knowing them, there would always be a next time. He moved into the group, hauling Viper off his shoulder as he appeared to prepare to set her and Cobra free. Spidey glanced over his shoulder.

Spider-Man: Cap...?

He trailed off. All of a sudden, Cap threw Viper into Cobra, knocking them out of the way.

Captain America: Now!

He shouted.

Rex blitzed Rattler with his his big fist while Spider-Man barraged Bushmaster with a hail of webbing. The Serpents recoiled, but not Keystone.

Keystone: You fools...

He scoffed, flexing both hands. At once, the very ground came alive beneath everyone's feet and quickly trapped them all in concrete cocoons, civilian and hero alike.

Keystone: You're in my domain now. Every single inch of this place is mine to command. You have no power here.

Despite his boasting, Spider-Man managed to avoid his attack thanks to his spider-senses forewarning him. He was the only one left now, the rest trapped in concrete. Keystone advanced, using his powers to destroy the cutts on the hands of Cobra and Viper.

Spider-Man: Oh no you don't!

Spidey cried, using two weblines to send himself rocketing towards Keystone and sent him flying with a lunge kick.

Spider-Man: The only place these two are going is jail! I'm pretty sure they wouldn't mind a cellmate, though.

Keystone recovered with a growl, summoning more concrete trom the ground to try and entrap the webhead. But his spider-sense prevailed again, and Spider-Man lept out of danger as a column of concrete shot from floor to celling.

Spider-Man: Woah! Easy there, Mixmaster!

Spidey called out.

Rex: Mixmaster.

An amused Rex snorted.

Rex: I'm gonna steal that. Better yet, 'Quickmix' would also work...

Keystone continued his barrage, attempting to trap Spider-Man on every surface he touched. But his spider-sense was one step ahead and he managed to keep clear of every trap. In midair, the vigilante took aim and counterattacked with a thwip thwip from his web-shooters. Twin globs of web struck Keystone in his mask, blinding him.

Spider-Man: You know, with these powers, ever think about how much money you could make in construction? You know, as a more humanitarian use, instead of trying to turn New York's underbelly into a giant tomb.

Spider-Man commented.

Keystone: Stupid brat!

Mark growled.

Keystone: I'll never stoop to such a low!

He lashed out with an erratic burst of his powers, Spider-Man swinging through several concrete hands that reached out from the walls.

Spider-Man: Wait, your name wouldn't happen to be 'Tombstone' would it? Because I know a guy who already has that name and I don't think he'd be too happy about it if you started plagiarizing him.

The hero teased as he swung in and belted Keystone in the jaw with a two-footed kick. That wrecked his concentration and managed to free the others from their dissipating concrete bonds.

Rex: Nice work, webhead!

Rex called out as he used his strength to free himself and burst onto the scene and punched Keystone in the chest with his fist as he hits the ceiling and on the floor hard.

Rex: Go help Cap with the Serpent Society. I'll deal with this Super-Villain wannabe.

Spider-Man: Yes sir, Generator Rex, sir!

Spider-Man affirmed with a salute. Then he paused in realization about this whole situation.

Spider-Man: Man! I get to work with the Avengers. How cool is that?

He remarked as Captain America threw his shield as hard as he could, managing to slice off the end of Rattler's tail and sending sonic shockwaves blasting in every direction. Spider-Man moved to engage Anaconda who struck with her elongating fists, only for the webhead to dodge them all.

Spider-Man: Miss. And a miss. Miss.

Spidey taunted in a singsong tone.

Spider-Man: Wait a minute, how many arms do you have?

He wondered in passing, somersaulting over two more attempted punches. Back with Mark he easily ripped off the webs from his face. Before he could shroud anyone else in concrete, though, Generator Rex went into his Base form and quickly punched him in the face and bowled him over with a right hook as he fell down to the ground.

Rex: Stay down!

He ordered.

Keystone: (Chuckles) You would order a king around in his own kingdom?

Keystone retorted, raising a wall of concrete from the ground and into the ceiling as he thinks he had felt with this hero but suddenly a blind of blue light destroyed the concrete as there was a new mode for Rex to use.

Rex: Woah?! What's this?

Generator Rex was in his base mode but was a bit bulky with a dome like head and his white was replaced with orange and in this mode he possesses two powerful weapons connected to Rex's back which the claw was on his right side and the hammer on the left and also the armor had heavy resistance to it.

Generator: I call it the Claw Hammer mode! It allows us to do high risk search and rescue missions in any extreme environments. Hammer Claw is designed for heavy hitting and lifting in extreme environments that would tear our other modes, included our Strength Mode, to shreds! The Claw is created to lift objects 100 times our size! The hammer delivers earth-shattering strikes that can pulverize even the hardest metals to pieces. Shall we put it to the test?

Rex: Let's...

Rex said with a grin in the suit as a scared Keystone looks at Generator Rex as he backs up and used his Concrete around him to spikes as he threw them at Rex as he used his hammer and Claw to destroy them in the air.

Rex: I will knock you off your high-horse there King...

Generator Rex retorted, chart and throwing himself into Mark, the two bowled over and sent skittering down the tunnel. Keystone recovered first, flinging a hail of fist-sized lumps towards Rex. The technopath Shielded himself easily and replied to the attack.

Rex: You'll have to do better than some rocks.

He remarked but it was Cut short when he was then attacked by grey energy from Keystone's hands and sent flying away and into the ceiling and back to the ground and he got back up only to be kicked from behind, Rex fell face-first into the water trench in the tunnel as Viper stood over him, brushing some hair behind her ear.

Keystone: Madame Viper.

Keystone greeted cordially as he picked himself up.

Keystone: I trust you have not lost faith in my efforts to spring you?

Viper: You are a man who wields time in the palm of his hand, your patience is to be highly commended.

Ophelia replied.

Viper: I one, would like to speed this up a little.

She added.

Keystone: As you command.

Keystone adds with his grey energy coming from his eyes and hands as he smiles.

Captain America kicked Bushmaster to the floor only to be snared and electrocuted by Constrictor.

Powering through the high-voltage blast, Steve grabbed the whip and yanked hard, pulling.

Constrictor off his feet and flying towards him.

The villain saw red, white and blue before he was knocked out cold, courtesy of Cap's shield.

Captain America: Quartermain! Get the civilians out of here!

He barked, turning and body-checking Rattler before he could crush Spider-Man with his tail. Clay did not question and simply led the group on and away from the battle. With them gone, it was a perfect free-for-all.

Spider-Man: Alright, here's the thing.

Spidey began as he sprang to his feet to dodge the claws of Death Adder.

Spider-Man: The whole snake motif? it doesn't work if you have claws!

His nimble agility allowed him to stay well clear of each vicious swipe, retorting with a leaping kick that spun Death Adder around and knocked him into a wall.

Cap withstood a blow from Anaconda, her fist leaving an indent in his temporary shield. He slid back across the ground from the force of the blow, leaving Spider-Man to take advantage of the opening and come swinging into Anaconda, kicking her into a nearby wall.

Spider-Man: Hey, I thought your shield was supposed to be undentable.

He commented, noticing the damage.

Spider-Man: And round for that matter.

Captain America: It's temporary.

Steve briefly explained.

Quartermain: CAP!

A frightened Quartermain shouted from down the tunnel. The heroes turned, spying. Bushmaster closing in on the frightened civilians.

Captain America: Get to Quartermain, help him. I'll hold them off.

Cap ordered

Spider-Man: I'm on it!

Spidey replied, moving to intercept as Steve clobbered Constrictor and Death Adder simultaneously. Webbing across the tunnel, Quartermain was knocked out by a headbutt from Bushmaster, which opened up the villain for Spider-Man to attack.

Spider-Man: Heads up, smiley!

Spider-Man dropkicked the villain down the tunnel, quickly launching a web that caught Bushmaster and let him swing his serpentine foe into a nearby wall.

But Bushmaster sprang back, swinging his arm blades around to try and cut down the hero. Using the wall to his advantage, Spidey lept up as Bushmaster went for a stab, trapping his blade in the concrete. He then dropped down with an elbow strike, snapping Bushmaster's bionic arm clean off. With a ferocious hiss, Bushmaster tried attacking again, only for Spider-Man to catch his arm and tear it clean off, not expecting the easy break.

Spider-Man: Uh. Wow. Sorry about that.

He apologized.

Spider-Man: But hey, you are more snake-y like this.

Bushmaster was not pleased and launched himself ahead, pinning Spider-Man to the wall with his weight and attempting to swallow him as he unhinged his jaw.

Spider-Man: Hey! No bite!

Generator Rex was in for a rough ride as he was double-teamed by Keystone and Viper, the devilish pair taking turned attacking him one after the other. While his melee training from Black Panther was coming in handy and so was Captain America's, but even he was quickly becoming overwhelmed. Keystone summoned concrete before he imbued them with his energy and from the round, trapping him in another cocoon. But, by amplifying the output of his shields and body tenfold, the concrete detonated as solid energy shattered his bonds.

He was free, but vulnerable, Viper capitalizing by attacking him from behind and driving several hard-kicks punches into his spine and a finale kick to the back of his knee that dropped him to the floor.

Keystone: Not so tough now, are you hero?

Keystone sneered as he lunged in and caught Generator Rex square in the face with a concrete clothesline.

Keystone: No tech for you to control. In my world, you are nothing to be...

Markus turned around, backhanding him hard in the face before he plunged a concrete fist down that resulted in an audible crack from his ribs.

Rex cried out and retorted with a hit from his hammer that drove Keystone across the tunnel and deep into the wall. He then used his claw to grab Viper's body as she struggled to get out. He stands back up and used its claw to throw viper into the ground before kicking Viper's stomach, knocking the air out as she slid across the ground and into the wall knocking her out. A sudden rumble drew his attention back to where Rattler was shooting his shockwaves wildly. He had destabilized a support frame in the ceiling and it was threatening to come down on the civilians.

Captain America: NO!

Captain stopped fighting and ran to save the civilians as did Generator Rex. Spider-Man also saw and moved to intervene, firing out a bundle of webs to catch one side while he crawled up to hold the other with his own strength alone.

Spider-Man: Go! Have... to... run!

He rasped.

Old Man: Run where?!

The old civilian cried. The battle had done more damage than anticipated and the whole of the tunnel was threatening to collapse on them.

Spider-Man: C-Cap...

Spidey managed, struggling to hold the whole weight of it.

Captain America: The tunnel is collapsed on both ends. Steve told him as he arrived and Generator Rex hobbled over.

Captain America: We have to-

Spider-Man: Behind you!

Spider-Man gasped. The heroes turned and the sight was indeed a grim one.

Viper and Keystone were back on their feet... and they were leading the whole of the Serpent Society against them.

Viper: You seem to be in quite a bit of trouble, Captain.

Viper mused with a confident chuckle.

Spider-Man: You're dumb... this whole place is... going to collapse.

Spider-Man retorted

Viper: Snakes are good at getting out of tight spots.

Viper responded, not worried in the slightest. She looked to her cadre of underlings. civilians. She ordered. They moved to obey, approaching at a slow, menacing gait. Captain America surveyed his options. Quartermain was still out cold, Spider-Man was busy keeping the ceiling from collapsing, and Generator Rex was hurt.

Captain America: You want these people? Then you have to go through me.

He stated valiantly, hefting his shield out in front of him. His bravery was inspiring and Generator Rex, despite the sharp pain in his side that made it hard to breathe, he got ready to fight.

Their defiance drove Viper over the edge, and she led the attack.

The technopath flattened Anaconda and Rattler with his Claw and Hammer the former grabbed Anaconda with his claw and threw her into the ground as she skittered away and the latter hits him in the face as he spun around and falls face first into the ground as the supersoldier smashed Bushmaster into a wall and then swept Constrictor's legs out from underneath him.

Cobra tackled him, with electrostatic knuckles plowing into Cap's chest as Keystone turned the ground against Generator Rex, shifting the terrain to send him sliding into a wall where he was fused and trapped in place unable to move his claw or hammer in hand. Captain America threw Cobra off and dodged Anaconda. He rolled with it, avoiding her arms and hurtling his shield to strike her in the face.

The ricochet caught Rattler too, throwing him to the ground. Death Adder tried again, slashing across the star on his chest with his claws.

Constrictor closed for the kill as Keystone trapped his feet, tangling one arm with his electro-whip.

Keystone: Your defiance has been meaningless, Captain.

Mark growled as he conjured concrete around his hands.

Keystone: Now... I want to see how much force those enhanced bones of yours can take before they break.

His threat was not an idle one, and Steve was hardly in a position to fight back as Anaconda's arms trapped his body and Cobra grabbed his free arm.

Suddenly, a rock struck Keystone in the face and he recoiled. The civilians had started picking up pieces of debris and were hurling them at the villains.

???: Get away from them!

They cried, determined to help.

Keystone: Fools!

Keystone muttered, raising an arm and discharging the concrete like a buckshot round, sending them ducking for cover as high-speed concrete fragments struck the group. But they had bought Cap all the time he needed to bunch out Cobra and drive the back of his head into Anaconda's nose. She released him and Steve threw Constrictor into Death Adder and Rattler, taking down over half of the Society. Generator Rex, using the time Keystone was not focused on him to his advantage, overcharged his energy and allowed him to give him more strength to break free.

He then started to run at the serpent society and took out Bushmaster and Keystone, burying them in the opposite wall.

Civilian: Cap! Look out!

A civilian cried, tossing Steve his dented shield just as Viper came flying in. He blocked her lunge kick and held his ground as Viper tried to wrest his shield from him.

Viper: I told you once before... had we fought on Hydra Island, I would have killed you.

She hissed.

Viper: Now we fight. Now you die!

She threatened.

???: Not on my watch, lady.

Rex rasped, throwing Bushmaster like bag of potatoes and clocking her upside the head with a direct hit. She fell on the ground before grunting as to push Bushmaster off and stand up only to see Steve spinning around and driving his star-spangled shield right into her face, sending her flying back down the tunnel.

Spider-Man had been keeping them safe this whole time, propping up the root support. But now his strength was waning and the tunnel shuddered as the strut slipped a few more inches.

Viper noticed the debris raining down and determined to let the heroes seal their fate. She had bigger plans to tend to.

Viper: Serpent Society, withdraw.

She ordered, her lackeys rising and following her back into the darkness. The battle was over, but victory was far from claimed.

Spider-Man: CAP!

Captain America: Hang on, Spider-Man. Hang on!

Steve encouraged.

Rex: I can Help!

Rex immediately grabbed the support as his claw reached the ceiling as it offered some support but it was not enough as his ribs hurt and so much stuff above them is starting to go down.

Spider-Man: I can't... t-too heavy..

The webhead gasped.

Spider-Man: -It's going to fall... I-I can't... do it anymore.

Rex: Yes you can! (Grunts) I know you can! You never gave up before, why start now! I know you can do it!

Rex said as he is giving his all to keep the ceiling from falling on them.

Spider-Man: But–

Captain America: Stow that talk!

Cap said as he points at Spidy.

Captain America: Rex is right! You've never quit before, you're not going to start now, do you hear me?

His words gave him the boost he needed.

His efforts, powered by sheer willpower at this point, were now reinforced by the Captain's belief in him. Spider-Man dug in, the wall beneath his feet cracking as the strut itself cracked as he exerted the last of his strength to be the barricade, to hold the line, to not give up.

He was hero. He saved people. People were counting on him and he wouldn't let them down.

The shuddering stopped and the structure held.

Spider-Man realized it had done so without his own power and let himself hop down, as did Rex as he released his claw and the whole portion of roof lifted high and was held aloft by the combined might of Thor and Miss Marvel. With them were Iron Man, Hawkeye, and Wasp.

Iron Man: Hey, you guys okay?

The armored Avenger inquired as he touched down.

Iron Man: We would've been here sooner, but the cave-in destabilized a few of the surrounding buildings.

He explained.

Spider-Man: Yeah... we're... fine.

Spider-Man answered between heavy breathing With that, he fell to the ground.

Spider-Man: In fact... I'm just gonna hang down here for a bit...

And Spidey passed out from exertion on the ground.

Rex: Kid did good work.

Rex mused.

Rex: Although. my ribs are killing me.

At that, Wasp dove in and grew to full size.

Wasp: We'll get you checked out back at the Mansion.

She urged, taking one arm around her neck as she led him over to the exit.

Wasp: Hang in there, Rex.

Rex: Oh... I'm not going anywhere.

He muttered, using his claw and hammer as a crutches.


Much later...

Perched atop one of New York's many high-rises, Spider-Man held the evening edition of the Daily Bugle in his hands, and Cap supporting him on the side as they read the positive headline of the Bugle.

Spider-Man: 'Captain America saved New York from Spider-Man and the Serpent Society?!' Are you kidding me?

He complained as we see the Spider-Man with Captain America as the words did say what Spider-Man said as J. Jonah Jameson still hates vigilantes especially Spider-Man. But Cap then put a hand on Spider-Man's shoulder and comforts him.

Captain America: The people you saved know the truth. I know the truth.

Captain America told him.

Captain America: And the truth always comes out.

Spider-Man: Yeah, sure. What matters is what I do, right?

Spider-Man determined. Cap nodded.

Captain America: Right.

Spider-Man: What I'm gonna do right now is go find J. Jonah Jameson and web his mouth shut.

The webhead remarked.

Captain America: I'm okay with that

Cap replied with a smirk. The supersoldier remained where he was as Spider-Man took off, swinging his way into the city, the two having shared quite an adventure. One that helped them both appreciate the other while also restoring the Captain's credibility again. No more low-blows from the Bugle. His reputation was, at last, on the mend.


Elsewhere...

That evening In a very different part of New York's underground, Viper, Keystone, and the Serpent Society arrived at door that had been sectioned off with yellow CAUTION tape that looked about as old as the door was.

King Cobra: Why are we here, Viper?

Cobra demanded.

Viper: Because, Klaus, this will be my safehouse for the time being.

She replied.

Viper: The rest of you disperse, go to around until SHIELD and the Avengers give up looking tor us.

She ordered.

Viper: And whatever you do, do nothing until you hear from either myself or Kevstone.

Rattler: What's so special about him?

Rattler grumbled.

Viper: You've seen his power, Rattler. On his own he can do more than all six of you combined. And, as he will be staying with me as we both plan for the future.

Viper answered.

King Cobra: Staying with you? Why?

Cobra pressed, sounding cross. Viper frowned

Viper: Because I said so.

She retorted curtlv.

Viper: Do not question me again, Cobra. Now go!

Her harsh command was met with begrudging consent as the Serpent Society parted ways. Now on her own with Keystone, Viper turned back to the door and peeled off her glove. Pressing her thumb to the old rusty handle, it reacted by sliding backwards, the door, the tape and the frame depressing into the wall before sliding into the side and revealing a polished, modern staircase. Keystone understood now that it was a mere front to ward off prying eyes.

Keystone: I get the feeling you have these all over the city.

He mused as Viper led him onwards.

viper: And I am certainly spoiled for the choice, what with the majority of Hydra imprisoned and divided. This one is not known to anvone apart from mvself and Baron Strucker.

She added. At the top of the stairs a double door slid open and allowed them to enter a warehouse-like space, with no walls separating the individual spaces for planning, research, and living. It was far from spartan with enough creature comforts to make it appear like a regular apartment anywhere else In the city.

Viper: We may live comfortably here until it is time to move again.

Markus: Not bad.

Feeling after as the doors sealed behind him. Markus removed his mask and gave his head a shake. He'd left his stubble behind, enjoying the slightly wilder look it gave him as he indulged in his criminal pursuits. Viper seemed to like it too, given the look in her eyes and the way she licked her lips.

Markus: What now?

Viper: Now...

She strutted over to him, throwing her arms around his neck.

Viper: ...now we bide our time. Take an day or two to let the authorities wear themselves out on a fruitless search for us. Then we plan, and then we strike, as masters of our destines.

She purred. But as for right this very moment she interrupted herself by pulling him into a passionate kiss, surprise Mark by burying her dexterous tonque in his mouth and moaning into the embrace.

It took him a moment to snake his own arms around her, feeling up her back as she dominated their tangle of tonques. She released him after several breathtaking seconds, the look in her eye brighter and stronger than before.

She led him to their bed as they enjoy their making out undisturbed by anyone.

Markus: You know this is really exciting I never really done this with anyone before...

Viper stopped and looked shocked at him as she stared at him in confused.

Viper: I'm your first?

Markus: First kiss... and everything else...

Mark said as he was slightly embarrassed at Viper as she then had an idea.

Viper: Why don't I take a Shower. When I return I expect you to take off all your clothes...

She added with a wink and said nothing more, Ophelia strutting off with a noticeable sway in her hips. Mark watched, hypnotized by her movements as she made her way into the nearby bathroom and shut the door behind her.

Markus: Hot damn...

He muttered once he was alone, suddenly expecting a far more eventful night than he had originally planned...