Once Iron-man and the others had gotten inside the base, they were instantly met by a dozen enemy agents.

"Alright, I was not expecting all of these bad guys right off the bat like this," said Spider-man as he dodged the laser blasts.

"Bet you're glad I gave you that new suit," said Iron-man.

"It does come in handy," said Spider-man before shooting webs at a group of Hydra agents. His new suit was made of a thiner metal than Iron Man and the others but was just as hard when he punched an A.I.M agent.

"Save it for later, we need to focus on the enemies in front of us," said Captain America.

"It has been a while, Captain America," said Red Skull as he stood up on a catwalk over the battle.

"Red Skull," said Captain America.

"I never thought the proud Hydra would team up with a baby group like A.I.M," he said.

"Hey, we're not that new of an organization," said an A.I.M agent before Captain America's shield hit him in the head.

"Why is it so surprising?" asked Red Skull.

"A.I.M seeks to progress technology and Hydra seeks world domination, putting the two together only makes sense," he said.

"When he puts it like that," said Spider-man.

"What did you want that generator and the vibranium for?" asked Iron-man.

"It was all for my glorious return," came a voice from behind two hangar doors that had started to open. At the same time steam poured out of the doors filling the battlefield.

"You have to be kidding," said War Machine.

"For I, MODOK, is the smartest mind to ever exist and now I have the strongest body as well!" said the large robot as it flew out.

"I've beat you before, MODOK, and I can do it again," said Iron-man before using his repulsors on the machine.

"Only this time things will turn out differently," said MODOK who was unfazed by the beam. Infact, parts of his body began to glow purple as the repulsor hit him.