A/N: This is Episode 15 or 26: Powerless. It is either right or it is early but it just fits in with what happens in the next chapter.


New York...

We see someone in the middle of the street with a Crowbar that is ready to hit the heavily armored car on its way to the bank as New York denizens run away seemingly knowing who could do just that... It was the Wrecking Crew Leader! Wrecker and his two other members of the Crew, Thunderball and Bulldozer as the fourth one Piledriver was still unaccounted for. They didn't care as long as they had money to fill their pockets.

Wrecker: (Laughs) This is almost too easy. An ATM with wheels.

Bulldozer shoved Wrecker out of the way as he grabs what they need from the armored car and run but they are stopped by the cops as their cars slide up the street to block their escape as all of them cock their guns and one yells...

Police Officer: FREEZE!

Then there was rumbling behind them and looking back and moved aside as they had enough funds for a tank as it was aimed at the Wrecking Crew as Bulldozer then gets into a running position and charges at the Tank and rams into it causing it to hit the building and being stuck in there. As the Cops are tankless they didn't care they needed to stop the Supervillains but the Wrecking Crew dodge the energy blasts from the cops new weapons in dealing with supervillains... since the Skrull invasion law enforcement around the world upgraded their weapons to handle Supervillains but this was hardly a challenge to the Wrecking Crew as Thunderball hits both police vehicles as they hit the buildings on either side and continue their escape. But as they are escaping not noticing up in the air Hawkeye on his Avenge-cycle, Thor using his Hammer to gently fly down, Generator Rex in his Flight Mode, and Iron Man who is using his Gauntlet and Boots to fly in the air as all three land on the ground.

Thor: Only the lowest of mortals would attempt such an assault in broad daylight.

Iron Man: Well, that's the Wrecking Crew for you. Not exactly standouts in the thinking department.

Tony mused as now all three land in front of the crew and Captain America using his own bike to arrive on scene.

Iron Man: But they do pretty well in the 'I'm about to take a repulsor blast to the face' department.

Iron Man quipped as he did what he said he would do and he raised his armored hand and repulsed Bulldozer into the wall as Wrecker charged to attack only for Thor to counter and parry with his Hammer as they continued to fight until Thor imbued electricity in his hammer and hit Wrecker in the chest and sent him flying.

Thunderball spins his ball and chain around as he swings it around before throwing it only for Cap to easily block it and make him go flying with it into a building as rocks fall off and a police officer try to protect himself from the rocks but Hawkeye with his superior aim destroys the rock that was about to fall on him as he and Generator Rex come in to see if he is ok.

Hawkeye: We mortals gotta stick together, right?

Rex: Yeah... especially seeing how Thor is a Asgard god of Thunder, Iron Man is Tony Stark Genius, Philanthropist, and Playboy Billionaire, and Cap is a World War Two veteran hero.

Rex said in a quipping comment to Hawkeye.

Rex: Between us we're practically the cleanup crew.

Rex and Hawkeye share a look before helping out the Police officers get on their feet.


Elsewhere...

Somewhere in the Yggdrasil tree we see a wasteland before seeing Amora the Enchantress still working for Surtur as she conjured a magic ball to see how the Avengers are holding up against the Wrecking Crew.

Enchantress: Impressive aren't they? You're brother especially. Something to behold indeed.

As it was clear she wasn't alone as Nidhogg the lesser serpent was there and so was Loki was still trapped in vines as he shakes off the Venom of from Nidhogg growling in his prison and his brother Thor.

Loki: He is a pompous and egotistical oaf. Did you risk the wrath of Odin by coming here just to torment me, Enchantress?

Amora then pressed her fingers gently on Loki's face as she spoke in a gentle voice filled with venom. As she babied Loki.

Enchentress: Mmm, torment, Loki? I thought you'd appreciate the view. Besides, getting into your father's prison without his notice is the least of what I can do.

As she looks up to see Nidhogg as it hisses at her she simply gestures it to move away and it did as Loki was shocked by Enchantress's power and also relief to have Nidhogg away from him.

Loki: How–

Enchantress: I have inherited a great deal of power recently.

Amora said without revealing much.

Enchantress: I want to use it to help you exact your revenge against Thor for a price. L

She said as Loki stares at Thor in the crystal ball and his desire for vengeance against Odin and Thor didn't seem to guess why Amora had this much power now then before as he said this...

Loki: Name it...


New York...l

Meanwhile the Wrecking Crew was scared as they walked backwards as Thor, Captain America, and Iron Man stand in front of them ready to fight and take them in. Suddenly the Sky darkens as Thor sensed magic in the air and lightning struck the three and all screamed in pain.

As Hawkeye and Generator Rex see this immediately rush towards them to save them but as the two touch either Cap and Iron Man shoulders they receives shock and was sent flying back on the ground before the two sit up and Rex rubs the back of his head in pain as Hawkeye look at them Avengers in danger.

Rex: Ok... this is bad...

Hawkeye: That's worse...

Hawkeye Pointed in horror and as Generator Rex followed his gaze it was indeed... 'worse'. Captain America, Thor, and Iron Man suddenly changed before them as Cap lost his uniform and his physique diminished into a scrawny man with a t-shirt of a star on his chest and the shield on his arm suddenly became to heavy for him to handle. Thor Physically fine except he lost his Hanmer Mjolnir and his chainmail armor and winged helmet as all was replaced with casual clothes and a regular construction work hammer, and finally Iron Man armor went back to his Mark one armor.

Iron Man: What just happened?

This was bad for the Avengers as their original appearance changed for the three and the Wreckers on the other hand find this to be a very good thing as Wrecker's laugh draws their attention as the three Wrecking Crew smile at their misfortune.

Wrecker: Christmas came early.

Iron Man: Uh, Thor? What is going on?

Thor: I may not know exactly what has happened. But this has the stench of dark magic about it. A spell to strip us of our powers.

Thor explains as the avengers look at themselves and Thor at his weapon as the Wrecking Crew walked towards them.

Captain America: I'm the way I used to be before the Super soldier serum.

As Tony tried to fire his weapons at the Wrecking Crew until something came to mind... he didn't have a clue how to use any of his weapons on him as Thunderball used his ball and Chain to attack them as they dodged that attack as Tony picks himself off the ground.

Iron Man: Good News-- I still have armor, even though it's only the prototype. Bad news-- I don't have a clue how it works.

It didn't matter to Thor he was still a hero. He was still the God of Thunder and he still had to defeat the mortals in front of him Black Magic or otherwise.

Thor: Even stripped of my powers, I can beat these three villains.

Captain America: My thoughts exactly. Avengers assemble!

Thunderball threw his ball at Cap as he quickly grabbed his Shield and barely managed to defend himself as he was pushed back and fell to the ground flat on his back as he groans. It was a long time since he remembered how weak he was back in the 1940s and Bulldozer charged at Iron Man as he stared in terror for what was about to happen.

Iron Man: Uh-oh...

Bulldozer rammed him as he was sent flying back into the Police car as he really wished he had any clue on how to use his weapons.

As Thor watched his friends fight as Wrecker attacked Thor and he tried to parry his attack only for his Hammer to break on contact.

Thor: My hammer...

Thor was shocked to see his weapon destroyed but it wasn't over yet as Wrecker hit Thor in the leg as we hear a resounding crack as it effectives him. Thor was shocked to even felt that pain but Wrecker hits him once more and hits him with his crowbar to which he was sent flying in the air and into a police car as he slumped down in pain as he felt his ribs crack as the three members of the Wrecking Crew look down on the hero's.

Wrecker: (Laughs) What's the 'mighty' in Avengers stand for-- mighty weak?

All three then laugh at them as Steve struggle to lift up Iron Man as he immediately gets up and staggering a bit before Steve talks back at the three.

Captain America: We may not be at our best, but we can still--

Thor: Captain...

Steve stops as Tony and himself stare at Thor who is still unable to stand.

Thor: I cannot stand.

Thor tried once more only to feel his broken leg and bruised ribs.

Thor: Is this more magic?

Wrecker: It's called a broken leg. And we got plenty to go around.

As Wrecker prepares to hurt Thor some more until Rex then drop kicks Wrecker in the face as he hits his crew behind him as all three are down for the count.

Thor: Rex?!

Generator Rex finally had enough of the Wreckers beating up his friends saved Thor from Wrecker. As the three supervillains get back up to fight Generator Rex only to have three arrows fly at them as explosion and smoke blocked their vision of the Avengers as Hawkeye vaults over the police vehicle and cover the Avengers.

Hawkeye: Guys, this might be a good time to run.

Captain America: We do not run.

Rex: Yeah, well today is 'listen to Hawkeye' day, Cap.

Hawkeye: I like the sound of that day.

Hawkeye quips before getting serious.

Hawkeye: Rex, get them to the subway. I'll hold them off.

Rex: Got it.

Rex went to help as he tried to help Thor but he yelled at Rex's help.

Thor: Don't help me! I'm not some frail mortal!

Rex: You're injured! You arrogant god you!

Rex yelled at how Stubborn Thor is being right now.

Captain America: Thor, let me help you up.

Steve helped as he slung his Shield over his shoulder and onto his back as Thor leaned on the dented Police vehicle and swatted at his help in anger before he almost fell as he leaned on his injured leg before Tony had an idea.

Iron Man: Rex get to the other side as support.

Rex did what was asked as Thor struggled to move in his condition.

Thor: I can't go anywhere in this frail form.

Rex: You know there's benefits to being handicapped right?

Rex quipped as Steve followed right behind them as Hawkeye covered for them.

Hawkeye: Pity party later. We need to move.


In lower Yggdrasil...

We see Amora show Loki in her crystal ball about how she made Thor and some of the Avengers their weak selves. Loki laughs at how his brother and some of his friends are now a shell of their former selves.

Loki: Scurrying like rats. Send me now and I will finish Thor and those pathetic mortals.

This was enough to make Enchantress Smile as she waited for this moment to make it true.

Enchantress: Go you shall, but know this: the spell only hinders physical power until its victim finds internal strength. If Thor learns humility before you complete your task, the spell will be broken.

Loki simply laughs as he stares at Enchantress.

Loki: The day my brother learns humility once again, is the day a Frost Giant breathes fire.

Enchantress smiles as she is happy with his answer.

Enchantress: Then you shall have no problem defeating him, especially armed with this.

She used her magic and her eyes glowed with yellow fire as from the lake it rose in fire a armor of metal that was to big for Loki to wear as he smiled and knew what it was... but then something nagged at him about Amora as he stares at her wondering how she became this powerful.

Loki: Where did all this new power come from, Amora?

Amora didn't respond as she simply covered his mouth before withdrawing purple smoke from his lips and suddenly his eyes closed. Enchantress then throws the puff of smoke into the Armor as she spoke to the armor as it was covered in purple energy.

Enchantress: Remember the terms of our deal, trickster. Destroy Thor, and I will free you from this prison. Bid farewell to your brother for me.

Then the armor face glowed as it laughed with Loki's laugh. The armor was now imbued with Loki's soul as he couldn't wait to crush Thor with this Armor.


New York

Beneath the Subway we see people waiting for the train as Generator Rex, Hawkeye, Thor, Iron Man, and Captain America walk down the stairs as the civilians look at them.

Civilian: Hey is that--

Civilian #2: Are those the Avengers?

As Hawkeye looks up but doesn't see any of the Wrecking Crew.

Rex: Did we we lose them?

Hawkeye: Yeah, I think we ditched them... for now.

Captain America: We have to keep moving. We can't risk placing civilians in jeopardy.

Hawkeye: Plus Generator Rex here has a better chance at taking on the baddies than you guys do at this point.

As he said that Tony, Thor, and Steve took offense to as Rex just shakes his head at Hawkeye.

Rex: That wasn't very funny as you think it was Hawkeye.

As Rex said as he jumps down with the rest of the Avengers.

Hawkeye: Ok, senses of humor also gone.

Clint quipped as he followed after them.

Captain America: We should call in backup. I lost my ID card in the transformation.

Thor: I as well.

As Thor used the stick he had before as a cane as he followed the Avengers down the tunnel. As the three look at Hawkeye and Rex as the former made and excuse.

Hawkeye: Uh, yeah, about that. I was sort of in a hurry this morning. No ID card. Also mo wallet.

Rex: Lucky I have mine.

Rex pulled out his card as he clicked it on.

Rex: Any Avengers listening? Avengers Assemble at our location.

Rex said as the Card made a arrow towards Generator Rex's helmet on screen as all they need to do is wait.

Rex: Now we gotta do is survive and wait for reinforcements.

Hawkeye: See. This is why you're dependable in this situation. Tony, does that tin can have a radio?

Generator then pops out and scans Tony's armor.

Generator: Unfortunately it does not. But most of his weapons are online.

Iron Man: Great, but the problem is that I can't remember how to make anything work. It's like the science part of my brain is just... static.

Hawkeye: Wow, this bad mojo really messed you guys up.

As Tony tries to remember anything about his armor but couldn't as grunts in frustration.

Iron Man: I got nothing! I don't know if this pile of Junk can connect to Jarvis, make a phone call, or squirt frozen yogurt. Is this what it's like for you two listening to me talk?

Rex: Kind of.

Rex quipped as Hawkeye said this sarcastically.

Hawkeye: Amazing. None of the brainpower but all the attitude. Magic stinks.

Captain America: (Groans) Tell me about it. I can't remember the last time I really felt this sore.

Thor: You? I'm now the lowest of the low. A broken mortal. How can anyone stand such frailty?

Rex: Hey, it could be worse. You could've been turned into a animal? Anyway if this is magic then we have to figure out whose spell this is?

Iron Man: Rex is right. We have to find the source of this magic and undo it, pronto.

Captain America: First things first-- the Wrecking Crew. We need to set an ambush. Use the element of surprise. No matter what, we're still Avengers, and they're still a threat.

Thor stops as he then slams his fist into the stone as he had given up on himself because he wasn't the Thunder God anymore.

Thor: Without Mjolnir, unable to stand and fight, I am nothing more than a liability. You should leave me...

Rex: That's one thing we're not going to do.

Thor: Why? I'm not a Thunderer anymore. I'm a lowly human now.

Cap then walks up to Thor.

Captain America: Being human never stopped me before, and it's not going to stop us now. Any of us.

Cap then puts Thor's over his shoulder as he leans on him to take him with but not until he lost his strength as Thor would fall but Rex quickly caught him and sets Thor down the side of the wall as the rest of the Avengers there gather.

Thor: Your words move my spirit, Captain, but they will not heal this broken leg. I cannot--

Hawkeye: You can! The Mansion is only a few stops away. We'll make it together.

Rex: You can remember where we live, but you can't remember to bring your wallet and ID Card?

Rex chided Hawkeye as he stares at Rex.

Hawkeye: Shut up.

???: You ain't going nowhere.

Everyone there looks at where it came from and it was worse as the Wrecking Crew as they had caught up with them.

Wrecker: Least not in one piece.

Hawkeye and Generator and Rex prepare to fight as Clint pulled out an arrow and it was a Sonic one which affected their hearing until Thunderball struck it in midair with his ball and chain as it bad for Hawkeye and Generator Rex.

Hawkeye: Go!

As Hawkeye and Generator Rex defend Cap, Iron Man, and Thor as they run the wrecking Crew attack Generator Rex as he dodges Thunderball ball and Wrecker Crowbar but Bulldozer came bowled him over sent him flying in the air and landing in front of Hawkeye as he fired two arrows as they were nets that blocked the entrance to which the Wrecking Crew had trouble. Then Rex stands back up to see Clint fire some arrows to take out the lights overhead and for his last arrow he fired straight at Bulldozer as it did nothing except stick to the metal surface of his helmet before he pulled it off with his hand.

Bulldozer: Missed!

Then a beeping sound his heard and blinds the Gamma bruiser with green mist

Hawkeye: (Scoffs) Like I ever miss.

Rex: Nice one Hawkeye. Didn't doubt you for a second.

Hawkeye: Thanks. Though that was my last arrow.

Rex: Then it's up to me... Hawkeye keep an eye on them. Claw Hammer Mode!

In a blinding blue light this mode made it easy to use in close combat with the Claw on his right side and Hammer on the left side. Which was enough time for the Wrecking Crew to break through the rope as they prepared to fight Generator Rex.

Wrecker: End of the line, losers.

Though it was weird as inside the Helmet dome of Generator Rex he outlined four individuals three are Wrecker, Thunderball, Bulldozer and the final one was huge man that was three times their size. It wasn't one of the Avengers for sure could it be one of the Wreckers partners? As the Wreckers heard big footsteps behind them as they look back to see a armored figure looking down as they stare at it in shock before it started to take them down as it smashed Thunderball one side of the Subway and Bulldozer on the other before grabbing Wrecker and give a powerful haymaker to him which resulted him landing in front of Hawkeye and Generator Rex along with the other two.

Hawkeye: Ah, backup arrives. For a minute there, I thought we were in–

Rex: It's not back up.

Rex interrupted as he continued his fighting stance as it confused Clint before he could ask why? Big metal footsteps rumbled the ground as Hawkeye, Captain America, Thor, and Iron Man look on in worry. Thor especially.

Hawkeye: Trouble.

Thor: Odin's blood...

Hawkeye: Um, what's that?

Thor: Our Doom...

Thor said with a horrifying look of despair as Rex was looking for alternative ways to take down this enemy. As it grabbed the edge of the platform and ripped it off and threw it at them only for Rex to smash it with his hammer fist.

Rex: Generator...

Generator: Already scanned it and it's bad... it's entire armor is Uru metal.

Rex: Uru, as in Thor's hammer metal? Then it's got to be one of Thor's enemies but who?

Before anything can be said it grabbed Rex and threw him at the changed Avengers as Steve blocked it best he could but lost his shield and Generator Rex kneels back up and he's about to fight when he heard a Train coming their way as Rex picks up the Shield and Hawkeye helps the Avengers before Rex picks him up.

Rex: Jump!

As they made it off the rails the Armor enemy didn't move until the train got closer and then it simply stands aside and letting the train past. As Hawkeye and Rex look to the side and see it waiting for them.

Hawkeye: Rex, hand me the Shield.

Rex didn't bother to ask why but just handed it over to him as he won't exactly need it for right now. The armor then let out some high energy force to which blasts at Rex as he blocks it until he is sent back flying into the wall.

Hawkeye: Rex!

Hawkeye stares at a wall embedded Rex before staring at the armor individual as it tries again but this time Hawkeye used the shield and positioned it between rocks and the blast ricocheted to the ceiling allowing it to be crushed.

Hawkeye then moved to see Rex was ok as he falls forward and went back to base mode.

Hawkeye: Rex you ok?

Rex: (Strained Voice) I've been better...

Rex simply said as he accepted a hand in front of him and Clint pulled him up.

Rex: Where are the other's?

Hawkeye: Over there!

Clint said as he leads him to where Thor, Cap, and Iron Man are as they opened a door that leads deeper underground.

Captain America: Tony.

Iron Man: Through here.

Rex: Hurry!

As Thor, Hawkeye, Cap, and Iron Man make it through Rex was the last one as he led the door back as the Asgardian armor fired one of its beams of magic and it glowed from behind where the door is before it stopped and Generator Rex quickly returned to the group and realized their in a subway service station where they switch subway cars and service them.

Rex: We're safe for now.

Thor: Hiding is folly against the Destroyer.

Hawkeye: Who's hiding? Give me your leg.

As Thor did what was asked and gave Hawkeye his leg which he made a wooden cast but it will hold for now.

Iron Man: Is the ID card still transmitting?

Rex takes out his card only to reveal that it is broken as it was split in half.

Iron Man: That's great...

Tony complains before Generator speaks as to elevate the tense situation their in.

Generator: Relax Tony. Just as Rex ID card broke I instantly contacted the other Avengers they will be here soon.

Iron Man: I hope so.

Rex: Thor.

Rex said as he and everyone else stare at him.

Rex: What is that thing? Generator did a scan on it. He said its metal is Uru. The same as your hammer.

Then something clicked in Tony mind a memory of him building something just like thing that is attacking them.

Iron Man: I know I'm not all there, but didn't I build something like that?

Thor: Aye, you both are correct. My hammer is made from Uru and friend Stark did craft armor with the Dwarves of Asgard but he didn't make that armor.

Rex: Then what is it? You said it was the Destroyer where does it come from?

As Thor stares ahead and begins his tale from his father.

Thor: The tale of the Destroyer starts with my father. Ages ago, great Odin commissioned the dwarves to build him the Ultimate weapon. The same craftsman who forged mighty Mjolnir.

Rex and the others didn't like what they heard as Hawkeye continued to dress his broken leg as Thor continued his story about the Destroyer.

Thor: It is called the Destroyer because that is its simple purpose-- the destruction of all. Virtually unstoppable. For while the Destroyer is power by a living soul, it is an empty shall with no one inside to harm.

Hawkeye finishes bandaging Thor he lifts him up.

Thor: Where we three are mortals with no power, the Destroyer is power itself.

Captain America: If there's one thing you should learn from us mortals, it's that as long as we're alive, there's hope.

As Steve helps Thor up but it wasn't enough for Thor to believe in Cap.

Thor: Would that I could believe that, Steve Rogers, but in this body hope seems but a pitiful shield.

As Thor throws his cane down as Rex picks it up.

Rex: Hope is not a pitiful Shield Thor. It's one of our strengths. It makes us stronger...

Suddenly the Destroyer found them as it let out a yell and destroyed a wall and then it talked.

Destroyer: Bow before your better, Thor!

Thor recognizes that voice as he had heard it before.

Thor: That voice...

Rex: Scatter.

Rex gave Thor his walking stick back as he and Hawkeye move Thor away and Steve and Tony hide in different places in the room to get a perfect ambush spot.

Hawkeye: Hold that thought.

Captain America: I'll slow him down.

Iron Man: Don't count me out yet.

As Hawkeye looks around he grabs a stick from the ground and twirls it around and nods as he put it in his bow taut and aims it at the Destroyer and fired it releasing a single shot into its face as it was stuck between its blast slots before it knocked it out it face and continued without trouble as he hits a train and behind it was nothing as he continues to look for Thor as Hawkeye and Rex carefully move Thor around.

Rex: We'll try to keep that thing occupied, Thor.

Hawkeye: Do whatever it takes, but get to the mansion. The Split will hold. I know you can do it.

Thor was surprised by how these humans were willing to sacrifice their lives for him as he, Hawkeye, and Generator Rex keep quiet for about a few seconds as the Destroyer passed by them. Unaware in the rafters that Cap was climbing on before jumping onto a hanging steel beam. As he grabbed wrench from the floor minutes ago as he used it to bust the rusted chains and swings it toward the Destroyer as it turned its head and was hit in the face as it stands back up and sees Steve, and Tony with his face plate up to see better.

Captain America: You came for us. So let's see what your made of.

The Destroyer just laughs as if it was told a joke and stands back up.

Destroyer: I did not come for you, but I will gladly take you as well.

As it grabs the train cart and Generator Rex charges in and the Destroyer sees him and throws it ontop of Rex as he raises his hands before it crushed him as everyone looks on in disbelief even Thor as he believes he lost Generator Rex.

Thor: By Odin, no!

The Destroyer walked over to where the shouting was and ripped threw the Train in a different direction revealing Thor and Hawkeye standing in front of it.

Hawkeye: Yeah, yelling doesn't really work well with the hiding thing.

Thor didn't care as he decided to yell at the Destroyer.

Thor: How dare you use Father's weapon against my me and my friend, Rex!

Destroyer: Does it hurt? Helplessness, your powers stripped from you, brother?

Then it suddenly came to Thor like a lightning strike as to why his powers were stripped because of Loki his adopted brother. But how did he get the Armor in the first place?

Thor: Loki...

Destroyer (Loki): Yes, dear brother, it is me.

Then his face was filled with flames as he was about to destroy him with the Destroyer's destructive power until he heard a train whistle and approaching him was a Train with Tony and Steve at the controls ramming him as the two save Thor's life as they jump off as all four regroup as the Train split Thor from Hawkeye, Iron Man, and Captain America as Thor looks to see Loki in the Destroyer Armor was the cause of their separation.

Destroyer (Loki): Enough. This game bores me. Your debility almost diminishes the pleasures of tearing you apart. Almost.

Thor: My demise will not bring you what you want, Loki.

Thor tried to dissuade his brother from killing him but he wasn't buying it.

Destroyer (Loki): Killing you will be only the beginning of your humiliation. Know that next falls Midgard, and then take Enchantress's gift and conquer Asgard with it!

Thor: Enchantress?

Destroyer (Loki): 'Twas her spell that stripped you of your powers. But this victory shall be all mine!

This was enough for Thor to stand up to the Destroyer in anger for misuse of a dangerous weapon of Asgard.

Thor: Nay! I will not stand here and let you defile the powers of Asgard!

Destroyer (Loki): You? You can barely stand at all!

As the Destroyer Loki grabs a steel bar and planed to crush him with it as he almost reached Thor a yell from the air is heard and got both their attention and we see Generator Rex in strength mode with a train above his head as he slammed it into the Destroyer as Rex glanced back and stares at Thor.

Rex: Are you ok?

Thor: Friend Generator Rex? I thought–

Rex: It's gonna take more then a Train to stop me.

Then Loki yelled in anger as he grabbed Rex's body and threw him into the ground where he began pounding him as Rex's shields were barely holding the force of the Destroyer back.

Destroyer (Loki): I will say this for a frail mortal you really don't know when to DIE!!

Loki was about to finish Rex off with his hand covered in its destroyer power until he was blasted back with something that looked like a repulsor blast as Thor and Generator Rex both look up to see Tony gauntlet up but with Clint holding two wires as it spark a few times.

Iron Man: Not sure how you did that. Don't really care.

Hawkeye: Cars, motorcycles, repulsor rays, hotwiring's hotwiring.

As Clint did it once more and brought Loki destroyer armor down as Steve charged in with a wrench as he doesn't care if he has his shield or not.

Captain America: Avengers, Assemble!

Steve charged in and hits the Destroyer face a few times before he swatted Steve off as Rex immediately caught him as he looks at Rex in pain.

Captain America: I'm ok.

Hawkeye continues to Hotwire the repulsor ray until it fitzes out leaving him to an attack on Hawkeye from its face as he skits off the ground before Tony looks around and finds a bolt gun as the Destroyer continues to walk forward before the ceiling opens up top and we see Miss Marvel as she powered her photons on her hand gives a right hook to it as she continues the attack on the Destroyer before Wasp comes in and announces their help.

Wasp: Hey guys sorry we're late we were handling the Wrecking Crew and...

Wasp then noticed Cap as a really skinny man, Iron Man wearing his prototype armor, and Thor being injured.

Wasp: Woah! What happened to you guys?

Rex: Later! We gotta protect Thor it's after him!

Destroyer (Loki): NO! I won't let anyone take my vengeance away!

As the Destroyer blasted Miss Marvel as she lands in the wall before Wasp tried to attack with her bio-stingers but it doesn't even respond to her attack.

Wasp: Well these are useless...

The Destroyer turns its head planing to destroy her with its blast but Rex grabbed its head and pulled back as it grunts from the strength as Cap turns around and look at Thor.

Captain America: Thor, get out of there!

Destroyer (Loki): You are like gnats before me.

As he grabbed Rex and threw him into the ground before stepping on his arm as he screamed out in pain and Wasp immediately worried for Rex's safety.

Wasp: Rex!

Destroyer was about to move before Rex used his cosmic energy to enhance his leg power in which he kicked the Destroyer's foot and caused him to fall to the side before looking Tony and Cap and a recovered Miss Marvel and Wasp as he blasted them and sent them flying before looking at Generator Rex and grab him in anger as he started to squeeze the life out of him.

Destroyer (Loki): You will die for this! You will die a Insignificant and broken man unable to help anyone! And Thor can't save any of you... Because he has no power!

Rex: (Straining) He does have power!

Rex said as Thor stares at him in shock confused by what Rex means as he continues to tell Loki in defiance and bravery in the face of death.

Rex: Thor... he may not realize this but... powers don't make the man! It's their strength of their hearts that does!

Destroyer (Loki): (Chuckles) Their Hearts? What good is a heart? When all I see is broken bodies and frail mortals?

Rex: Maybe... maybe your right. Maybe we can't win this fight.

As Thor looks at Rex weird before he continues with determination in his eyes.

Rex: But we'll fight you regardless, just like we did back in Asgard. Just like I'm doing now. However "Frail", "broken" and "Insignificant" we might be, we will fight, we will sacrifice, and we will find a way. That's what is humans do!

Thor was in disbelief of Rex, he was injured, and he still was willing to fight, Steve was weak and powerless but he continued to fight, Tony was in his Prototype armor but was willing to continue to fight him. Even Hawkeye, Wasp, and Miss Marvel continued to fight even if it was hopeless... this inspired Thor to fight for his friends.

Thor: These men and women, they would make the ultimate sacrifice to stop you. Their power lies not in their abilities but in their hearts.

As he looks around he spots his cane and ready to fight.

Thor: If I am to fall as a mortal. I will do so with Honor! Among fellow men and women of honor!

Destroyer (Loki): (Laughs) Fine with me.

He charged albeit slowly as the Destroyer see him limping toward him and throws Rex into the front of the train as Wasp immediately grew to size and see if Rex was ok.

Wasp: Rex?! Are you ok?

Rex: I think I broke my arm and a rib... (seethed in pain) actually maybe all of them...

As he grabs them he stares at the Destroyer as it closes in on Thor. He tries to attack him but it didn't do much as the Destroyer grabs Thor's head and lifts him up.

Destroyer (Loki): It's impossible for you to destroy this armor! Your friends have fallen and you fight me with a stick and you are now a mortal! Can't you see that?

Thor: So long as there is life, there is always hope!

Thor eyes glowed in electricity as it travels down its arm and then his cane and hits the Destroyer armor as it starts to give out electricity from its body as he cries out in pain and when Thor looks down on the ground he sees his Cane was now his Hammer Mjolnir.

Thor: Mjolnir!

As Loki looks up he immediately is angry as the spell to make Thor powerless is broken.

Destroyer (Loki): NO!

Thor grabs his Hammer and swings it over his head as he let a battle cry.

Thor: FOR MIDGARD!

Then lightning struck him and changed his appearance to his Thundergod status but that wasn't all... the lightning sent into four different people as it hits Steve, Tony, and finally Rex. Captain America was back into his usual physique when he had the Super Soldier serum in him. Iron Man was out of his Prototype armor and back to Mark Nine armor and Rex suddenly got into a new Mode. Rex had his usual Base armor but now the white was now a bright Yellow and had a black metal stick in his hand and all his injuries were gone as if by magic.

Rex: Generator? Did you do this?

Generator: No...

Wasp: Rex? What mode is this?

Rex: I don't know... but we're about to find out.

As everyone stands back up ready to fight Loki as he has no idea what was happening.

Destroyer (Loki): What treachery is this?

Iron Man: Brain reboot.

Tony quipped as his faceplate fall back on his head as he got his science part of his brain fully recovered.

Iron Man: It's a good thing. Now for some payback.

He flew up and fired his repulsor beams at the destroyer before Rex comes in and jumps up and grips his stick and suddenly his suit starts to glow yellow and travel to his stick and glows in yellow light and struck the Destroyer head as he fell to the to his knees as Cap grabs his shield.

Captain America: Let's make it short and sweet.

Thor: Aye!

Thor then threw his Hammer at the Destroyer and sent him flying. Rex was look at Destroyer before looking at a warning sign that said "Danger High Voltage" and looks at himself as he see's electricity coming off him and the stick he was holding.

Destroyer (Loki): Powers or no, you still pale before me.

Generator: Tony! Continue to hit him with everything we have!

Iron Man: Not sure why but if you say so.

As Tony blasts him back before Thor comes in and hits the Destroyer armor wit its hammer as it blasts him back in between the columns.

Iron Man: Ok? What's the plan Generator?

Generator: I scanned his armor and it showed that it is being powered by an elemental forces like electricity.

Rex: So we need to short him out.

Generator: Exactly. Which is why we need to get behind the Destroyer armor and into that tunnel. But we need more power from Thor's lightning and Cap's shield to magnify the electric charge for us to absorb and attack it!

Rex: Sounds like a plan!

Iron Man: We should listen to the man. Cap, wedge your shield under the third rail.

With great aim Cap hit the column and wedges his Shield in the third Rail.

Iron Man: Carol. You and me force him back while we give Rex enough time to get behind Loki!

Miss Marvel: You got it.

As Carol charges her fists in yellow Photon energy as Tony used his Repulsor Ray to blast Loki back as he grabs the sides of the walls as he holds him back as Rex charges at the Destroyer as he tries to slam his fist and Rex easily avoids him and ducks underneath his legs and ran next to Caps Shield and steps on it as the Destroyer turns to face him.

Rex: OK! We're on it!

Iron Man: Juice it, Thunder God.

Thor with his thunderous might hit the rails as it conducted Caps weapon and transferred into Rex as his entire body glowed in Yellow and electricity coming off him like golden lighting before aiming his stick at the Destroyer which shot out an into the destroyer as he screamed out in horrible pain before he kneeled down defeated as Loki soul energy disappeared from it and stares at the Avengers.

Loki: This is not over. I'll be back. And next time, I will show no mercy!

As he disappeared and Rex walks up to the Destroyer and taps it as it didn't respond until a brick hits the back of its head and it falls over as everyone sees Hawkeye as he was the one who hit it.

Hawkeye: I don't what you guys would do without me.

He said with a smug look until Rex came over and used his index finger and shocked him behind the ear as it was equivalent to a static discharge.

Hawkeye: Ow! That hurt!

Rex: You deserve that one...

Hawkeye: Oh yeah? How about this?

Rex dodged his punch and got behind him and used both his hands and shocked him some more all over his back as it jolted Clint in pain and got mad before turning around to see Rex dance as Clint tried again but it happened once more as the others just smile at Generator Rex and Hawkeye antics... though they succeeded in their battle, someone else wished they had.


Elsewhere...

We see Loki return to his body as it is still covered in Vines as it was now tightened by the Enchantress before she looks up to see Nidhogg.

Enchantress: He's all yours.

It hisses in reply as Loki knows what's about to happen once more as he begged Amora to help him.

Loki: Enchantress, Amora, do not leave me here.

Enchantress turns to leave Loki to his fate.

Enchantress: I hope you savored your freedom. You may never taste it again.

Once far away she opened a portal to which she could find her Master, Surtur and tell him what has happened.

Enchantress: Loki has failed my master. You were right. He is not trustworthy. But the seeds of destruction are being put into place, great Surtur.

Surtur: Ragnarok approaches. Soon, mortal and Asgardian alike shall succumb to the flame. And the last seed that will be put into place will none other be the mortal that mocked my being...

As he spoke in a venomous tone as he disappeared from view...


Avengers Mansion...

In the Armory we see Miss Marvel, Wasp, Captain America, Thor, Hawkeye, Generator Rex, and Iron man put the destroyer armor in Tony's armory as Generator and Tony worked night and day to put it in for safety purposes to never be used.

Hawkeye: Empty suit or not, that thing still creeps me out.

Wasp: Yeah... just staring at is making my hair stand up.

Tony was pushing some buttons and turns the handle that sticks out three times before explaining why they were feeling freaked out.

Iron Man: It's the enchantment. No amount of science can account for what that does to the hairs on the back of your neck. But Generator and I custom engineered this vault. It'll hold the Destroyer... forever.

Rex: Good.

Wasp: You're really not curious on trying it out?

Rex: Yep. It's something my grandfather said to me a long time ago... "Some weapons are too terrible to ever be built, no matter who controls them".

Iron Man: Huh? That's actually pretty good advice.

Rex: Yeah... I guess why he said that because: is it worth it? Is it worth creating something that has the power to destroy?

With that being said they left the Destroyer in its armored armory to never be used and call it a day...


A/N: I added Carol and Janet in this one because of Generator seeing how he is a computer equipped with a Avenger ID card so in the end and changed the saying to Surtur "seeds of destruction". Anyway don't forget to favorite and follow and write a review on here for feedback or just to ask if you want your favorite Marvel character in.