Prologue-Dark Days Ahead.

LOCATION: S.H.I.E.L.D. HELICARRIER U.N.N. ALPHA

The Helicarrier was falling under heavy fire as it flew above the clouds in the night sky.

"What the heck is going on?! Where's our air support?! Get those forward guns going! Why aren't those rear batteries firing?! Somebody get General Wilson ON THE HORN!" Colonel Nick Fury barked as his agents hurried around before the comm screens in front of him cut on suddenly and he saw the faces of three villains. One was a man in a green cloak and steel mask. Another was a gray robot with red eyes and a giant cannon attached to its arm. The third was a man in a black suit with a mask that had goggles for eyes.

"Colonel Fury." said the man in the steel mask.

"Doom! Megatron! Screenslaver! I'll have your heads for this!" Fury said.

"We have little time for your petty threats, fleshling!" Megatron said.

"Surrender your ship now, or we shall destroy it!" said the Screenslaver.

"Not on my watch!" Fury said before he tapped a few buttons on his wristpad, "This is a primary alert to all available heroes! U.N.N. Alpha requests immediate assistance!"

At that, a group of heroes appeared on the outer deck of the Helicarrier in a flash of lightning. This team consisted of heroes such as Spider-Man, Black Cat, Venom, She-Venom, Elektra, Daredevil, Optimus Prime, Bumblebee, The Incredibles, The Wannabes, Thor, the X-Men, the Justice League, Goku and the Z-Fighters, Captain America, Big Hero 6, The Avengers, Ash and Pikachu, the Hughes, the Fantastic Four, Mystery Inc., the Jedi, the Heroes of Arendelle, Scarlet Witch, Quicksilver, and many others.

"Thor, take down those airships! Spider-Man, Black Cat, Venom, She-Venom, take out those sentries and lead them towards the stern! Autobots, stop those Decepticon air fleets! Incredibles, Wannabes, take out those soldiers! Justice League, Z-Fighters, decimate larger groups! X-Men…" Captain America said as everyone split up to do what they'd been told.

"Stow it, boy scout. We don't take orders from you!" Wolverine said before the X-Men started tearing up robots.

"How do we always get roped into being the target?" Spider-Man asked before he webbed onto an airship with his three teammates in tow.

"We just live for this sort of thing!" Venom said.

"You said it, dear!" She-Venom said.

"Now we're really in business!" Black Cat said as she and Spider-Man started beating up Ultron Sentries while Venom and She-Venom tore apart more groups.

Meanwhile, Thor was attacking ships full of Ultron Sentries and was struck in the back.

"Soulless machine! How dare you strike the son of Odin!" Thor said before he electrocuted the machines, causing an explosion that didn't go unnoticed by the heroes below.

"Show-off." Spider-Man said before he crawled on top of the ship one of the robots was flying.

"Excuse me, is this the ferry to Stanton Island?" Spider-Man asked the robot, which swatted at him, only to miss as he flipped and shot a web into its face before he landed near two more robots and webbed them into headbutting each other before he bashed their heads together and threw one at the pilot. Then, he noticed the ship was about to crash.

"Uh-oh." he said before he jumped off near where Captain America and the Incredibles were battling more robots.

"Hey, guys, looks like you could-WHOA!" he said as he dodged one of Elastigirl's punches directed at a robot behind him before the rest of them proceeded to destroy the rest of the robots, "Use some help."

Suddenly, an airship fell down with Goku and Wolverine on it, laughing with fighting joy before it crashed as the Justice League and the rest of the heroes rushed over.

"That dude scares me." Violet said.

The others then joined as Goku and Wolverine emerged from the rubble. As they stared at them, Wolverine asked, "What are you girls looking at?"

Suddenly, they heard Fury.

"Ladies and gentlemen, this is Colonel Nick Fury. I'm on the main bridge, but I'm not sure how long I'll last. Get here ASAP...Fury, out!" Fury said over a transmitter.

"Let's go, guys! We can't let Colonel Fury get killed!" Eric said as everyone made their way across the flight deck, going through several control rooms and destroying several Sentries. However, as they ran across a steel bridge and dodged laser fire, they saw a giant green laser overhead originating from the top of a nearby staircase. They rushed up there and saw a man in a green suit with a long tail.

"I was hoping to catch someone being a hero. Looks like I hit the jackpot!" he said.

"Scorpion! What are you doing here?!" Spider-Man asked.

"I'm working for the biggest group of villains the world has ever known...The Masters of Evil!" Scorpion said.

"Who's in charge?!" Ratchet asked.

"That's the best part of all. We're working for the man himself, Dr. Doom!" Scorpion said, alarming several heroes.

"What does he want with the Helicarrier?" Elastigirl asked.

"If you only knew, 'cause Doom's got a plan that's gonna shake the heavens!" Scorpion said.

"Talk, Scorpion, or you're in for a world of pain!" Frozone said.

"You wanna get tough, punk? Good, 'cause so do I!" Scorpion said as he rushed at the heroes.