My Hero Academia - Into the Marvelverse

by ShadowNinja77

Class 1A find themselves captured and sent to a new world, a new universe, filled with new kinds of heroes and villains. Now, they'll have to work together to make sense of this new world and find a way back home. I don't own any of these characters.

9. Hydra Clash

HUGE ANNOUNCEMENT AT THE END!

---

It was safe to say that Sam Wilson was not in a good mood. He'd been up for most of the night chasing down different leads with Steve and Sharon. They knew Hydra had been making some moves lately but it was hard to know what they were up to and they were no closer. It was close to 5 am when he finally managed to get some sleep.

Of course, only a few hours later he was woken up with an alert from Fury who had some news. An undercover agent had told them Baron Zemo had been part of a major operation and was receiving some sort of shipment. It had taken some time but they'd managed to track the plane when another agent told them Viper had made a move as well. Apparently some of their research had paid off as it seemed Hydra was going through some division in its operations. Better for them.

Still, it was when they'd intercepted the messages being relayed that put Sam over the edge. Powered kids, being shipped around like cargo. He used to be a social worker and had seen so many kids mistreated, abused, and tossed around like nothing. It burned him up every time. So, even though he was operating on three hours of sleep and four cups of coffee, he was raring to go.

The plan was simple. Get inside the plane, take everyone out, grab the kids, and get out.

The plan was simple. The execution…less so.

"Don't worry kids," he promised, readying his shield. "I'll get you out of here."

"Big talk," Crossbones growled. "Can you back it up?"

"Let's find out."

Sam hurled the shield, knocking down three Hydra agents in rapid succession. The others instantly opened fire but his wings formed up in front of him, blocking all the bullets. As the shield rebounded off the last wall, he grabbed it out of the air, flew up, and threw it around again.

"Damn it, dodge that blasted thing you idiots!" Crossbones roared as more of his agents were taken out. "You freaking pigeon!" He started firing up at Sam who dove down, ducking behind some crates. Out of the corner of his eye he saw the kids making some movements on their cuffs, a couple looking free already. Good. That made his job easier.

"You know Rumlow, doesn't this get old for you? Getting your ass handed to you time and time again? Always a loser?"

"Shut up!" Crossbones roared and Sam saw the man charging right for him. He'd never really been one for holding back. Sam threw his shield and then flew after it. Crossbones ducked under the shield but then missed it when Sam threw a haymaker, sending him rolling over another crate. The shield bounced back into Sam's hand just before the other agents started firing again, deflecting all the bullets aside.

"Sam?" his earpiece squawked with Sharon's voice. "Sam, we're on approach? What's your status?"

"Engaging!" he snapped back just as Crossbones came at him again, the man's knife only being held back by the shield.

"Need backup?"

Usually, Sam might start some back-and-forth witty banter about how he could handle this alone. But there were kids here and he couldn't guarantee their safety right now. They were the priority. "Might need some help getting the kids out," he admitted.

"Understood. On our way."

Sam managed a sigh of relief but that quickly dimmed when Crossbones kicked in the kneecap, bringing him down. "You should learn to focus better," the criminal snarled, bringing the knife down again.

Sam's wings surged forward, whipping Crossbones into the plane wall.

"Just shut up man," he said.

Three more Hydra agents rushed him. He knocked the first one back with a light punch, giving him some breathing room. Then he charged forward using his wings, rocketing into them and knocking them all over like pins. Two swift punches took care of two of them but the third managed to wriggle away, grabbing hold of his gun and aiming it up at Sam.

"Lights o-"

Sam kicked one of the fallen agents right into him, sending the gun askew as he fired. The bullet ricocheted off the ceiling and clattered down the plane somewhere as Sam punched the man in the face, knocking him out cold.

"Turn around slowly, big bird."

Sam did not like Rumlow's tone. He slowly turned and sighed as he saw the mini rocket launcher in Crossbones's hands. "What the hell Rumlow? You'll kill us all with that."

"Will I? I've got a parachute, I'll be just fine. But you? You know good a shot I am. And with this baby, there's no way I can miss."

Sam grimaced, trying to think of something quick.

"Sam, you have a situation."

Sam frowned, wondering if Sharon or someone on that plane had suddenly developed x-ray vision or something. "Uh, yeah, you could say that. But how do you kno…"

He trailed off as a loud grinding sound came from above. Crossbones looked up as well as the noise intensified. "What the hell?" he muttered.

"Sir, we have a problem!" one of the pilots called out.

"What kind of problem?"

CLANG!

Sam stiffened. That sounded like something large had just landed on the plane and was now attaching itself. But what the hell was…oh.

"Viper," he murmured.

"Oh hell," Crossbones grumbled, having evidently figured it out as well. "Damn that woman!"

A minute later, part of the ceiling started shooting out sparks as a laser shot through it. Sam tried to make his way over to the kids but Crossbones instantly raised his gun to stop him. "I don't think so," he said.

Sam glowered but before he could try anything else, the laser finished cutting and the section of the ceiling dropped away, opening another hole to the outside and creating another wind current. A second later, a large armored figure dropped down and Sam cursed. Whoever it was, they were dressed in red and silver armor that was recognizable. "Great, another one of the Dynamos," he muttered.

"Crimson Dynamos," the figure corrected.

"No one cares, punk," Crossbones growled. "Now get the hell off my plane before I blast you off."

"No need to be rude, Rumlow." Sam repressed a shiver as Viper jumped down as well. She looked as beautiful and as vile as ever, her long green hair flowing down her back and green jumpsuit that clung tightly to her body. In her hands were two pistols that he knew she could use with lethal efficiency. He also knew that those weren't the only weapons she had on hand. She was a Black Widow level of dangerous and he couldn't drop his guard for a second. "We're all working for the same organization, aren't we?" she asked.

Crossbones snorted. "I'm only delivering those kids to Zemo. Don't give a shit about the inner workings of Hydra these days. From the sounds of it, it's all going to hell in a handbasket."

"Yes well, power struggles are regrettably a struggle. But after that whole cosmic cube mess, it was decided that a firmer hand on the tiller was necessary."

"Hey now," Sam intervened. "This seems like a conversation for just you two so why don't I just grab those kids and get on out-"

Crossbones's and Viper's guns came up at him at the same time and he responded in kind, yanking his own guns out of their holsters and pointing them right back.

"Seems we have a bit of Mexican standoff, huh?" Crossbones said.

"Seems so," Sam replied. "So, how we going to settle this?"

"Crossbones, why don't we make a short deal?" Viper offered. "Let's kill this hero first and then decide on what to do with each other. How does that sound?"

"Heh, I think I can get behind that," Crossbones said, shooting a savage grin Sam's way.

Oh great, Sam thought. Now he was up against three villains at once. Just what he needed right now.

"But here's the thing," he continued, making them all look at him again. "It's pretty clear to me that I won't be getting those kids to Zemo after all. And, well, I think it's best that if he doesn't get them, then no one gets them. For my rep, you see?"

"Bastard!" Sam growled.

"So…goodbye!" Crossbones swung his gun around right for the kids and the others all leapt to attention only for all of them to stop at once, seeing nothing in front of them. The kids were gone.

Sam smirked, seeing the door he'd burst through. They'd escaped. If they had powers, he had to assume they had a way out and were just waiting for a good moment. Still, he'd best get out there and help them out.

"Oh well, then it's Plan C." Crossbones switched targets and before Sam could even blink, he fired, the small rocket flying past them all right into the cockpit.

BOOM!

Sam tensed up, his wingsuit going into overdrive to keep him aloft as the entire front of the plane erupted in flames and they started going down.

"Sam? Sam what's going on? Sam?"

Little busy, Sharon! Sam thought, trying to maneuver himself as the plane began to spin around, smoke and flames spewing everywhere. It was almost impossible to fly around in here with the wingsuit on as he had no room to move around. That was the problem with wings. To make matters worse, all the crates that were tied down were now seriously stretching their bindings. It was only a matter of seconds before they broke loose and made the whole plane a dangerous game of Tetris (Sam had recently gotten addicted to it and now saw the stupid game everywhere). He shot out an anchor line that yanked him towards a wall, keeping him stable for the moment.

He saw Crimson Dynamo do the same, seemingly magnetizing his gauntlets so he could stay firmly on the side of the plane. He held on tightly to Viper as they tried to get back to their opening in the ceiling which was now becoming the floor again.

"Later, chumps!" Crossbones called to them, having held on tightly to a railing. He slapped a button and opened the side door next to him.

"Sir?" one of the last remaining Hydra agents cried out.

"Sorry Dana, but it's everyone for themself here!"

"But I polished all your guns for you! And brought you the coffee you liked"

"Yeah, I don't actually care. Good luck wherever you wind up!" With that, he leapt out of the doorway and was gone.

"No…" the Hydra agent Dana whimpered.

Sam grunted, ignoring everything else as he tried to maneuver his way over to the nearest opening. Unfortunately with all the spinning and shaking, not to mention the plumes of smoke spewing all over him, it was hard to even move an inch.

"I suppose we'll see each other again, Captain." Sam looked over to see Viper had made it to her opening, Crimson Dynamo now carrying her and the Hydra agent Dana. "You heroes do seem to survive pretty much anything."

"So do you scumbags," he replied.

"But that doesn't mean I have to go easy." She turned and fired her gun, the bullet tearing through the bindings around one particularly large crate.

"Oh shit!"

Like a house of cards, all the other bindings snapped off seconds later. It stayed motionless for an instant before it came crashing down towards him. He cut his anchor line and threw himself to the side before he was caught by it, grabbing hold of another crate as the previous one now smashed into what was left of the cockpit.

He had about a second's relief before he heard another snapping sound. Turning with dread, he saw the crate he was one, as well as all the other crates next to it, were also coming free of their bindings. "Oh hell," he murmured, thinking fast. He needed a way out of here now. There were three exits and naturally he picked the place furthest from all of them. He could try for any one of them but he was out of time. Each second he wasted brought him closer to the ground too. He needed something now. Something big.

His eyes landed on the rear end of the ship with those big doors just waiting to slide open.

"Yeah, that'll work," he muttered. He just had to time it right. Fortunately, he'd been training with this shield constantly and had worked with Steve on it so he had the workings of the physics-defying tool down.

Wait, he thought as the plane span round and round. Wait…wait…wait…NOW!

He heaved forward and threw his shield just as the plane spun on its ceiling again. The shield hurled itself across the plane and banged against the big red button. There was a loud ringing sound and then the large back doors dropped away slowly.

Just then, three crates' bindings snapped apart simultaneously, including the one he was on.

Sam threw himself off the crate right before it fell away, eyeing the opening carefully. Without stopping to breathe, he activated his jetpack and surged through, soaring right by the crates unharmed and grabbing his shield on the way, all the out through the smoking hole into open sky. As soon as he was clear, he activated his wingsuit, letting them unfold behind him and carry him to safety.

And not a second too soon as the plane struck the ground, detonating in a massive fireball almost immediately. "Damn," he muttered, wondering how many close calls he'd have in his lifetime. Then he reoriented himself and took off.

"Sharon, you there?" he said into his earpiece.

"Oh thank god! Sam! Are you ok? What's your status?"

"Was a little bit dicey there but I should be ok. But I lost track of the kids. Do you have eyes on them?"

"Yeah, but you better hurry. They're in trouble."

"On my way," he said, shooting through the air as fast as he could.

---

Uraraka had been taken aback when the hero suddenly appeared and for a moment there had wondered whether to just let him do his thing and rescue them, thinking there might not be a need to escape now. But that thought had quickly perished. She couldn't let herself be a burden. It would be better to make an escape. Besides, she'd never seen him before and even though everything about him screamed 'hero' she decided it would be best to still escape from everyone here. So as this mysterious 'Captain America' attacked all the Hydra goons, she quickly released all the cuffs and locks around her friends and classmates.

"Thanks," Rin said, rubbing his wrists.

"Feels good to talk again, ribbit," Asui croaked.

"What do we do now?" Tsunotori asked nervously.

"We get out of here," Uraraka replied firmly, eyeing the open doorway that Captain America had just entered through.

"But we're like…thousands of feet in the air!" Rin argued.

"Tsunotori, you can fly on your horns right?" Uraraka asked, remembering the joint training session they'd had and her fight with Shoji.

"Uh…yeah. Yes," she affirmed, catching on. "But I can't carry all of y-"

"That's not a problem. I'll make us all weightless," Uraraka told her. "That way, you can carry us all to safety."

"I see. Yeah, that'll work," Rin nodded.

"Great thinking, Ochaco," Asui added.

"Thanks Su. Now we just need to wait for the right moment."

CLANG!

All eyes went upwards as something heavy landed on the top of the plane. The name 'Viper' was tossed around and Uraraka realized that was the woman who'd been attacking Crossbones for the last ten minutes or so. Another villain arriving. This could go either way and there still was only one hero, even if he had taken out most of the Hydra villains here.

"This is our chance, let's go," Uraraka urged the others while everyone else watching the laser cutting through the ceiling. Carefully, with Tsunotori in the lead, they all made their way to the open air, doing their best to hold fast against the air currents pulling on them. Luckily, just as Uraraka thought, everyone else was so distracted that no one saw them move.

Almost everyone anyway.

"Hey," one of the Hydra men said, noticing them. "Where the hell do you think you-"

Asui's tongue whipped out, slapping him across the face. "What the hell?" he growled. "What is this…wait…why…can't…I…"

He stopped moving, becoming stiff thanks to Asui's paralyzing mucus. Luckily, no one else noticed them escaping as at that moment there was another CLANG as part of the ceiling dropped away and then a third CLANG when an armored figure dropped down. Uraraka gaped at the sight, drawing a slight comparison to Iida for a second. But this armor looked much stronger than his. And scarier.

"Crimson Dynamo," she muttered after hearing the name aloud. But she didn't have long to ponder it as the villain Viper dropped down as well in her skintight green costume. She also reminded Uraraka of someone, Miss Midnight to be specific, though only in small ways. Viper didn't have the comforting, if not a little sultry smile Midnight had nor the affectionate attitude. This woman was a chill on a summer day. And the way she held her guns reminded Uraraka of Toga in a way, like she was another stone-cold killer.

That was it then. As both villains and the hero faced off against each other, Uraraka knew it was time to go. "You guys ready?"

"Absolutely not."

"Completely terrified."

"I'm never flying again."

"Same. But we're heroes right. So let's do this." Uraraka took a deep breath before nodding at Tsunotori who nodded nervously back. Her detached horns hovered above her feet and she swiftly climbed on, still resisting the wind's pull.

My turn, Uraraka thought and held on tightly to Tsunotori's hand as she turned on her power, slapping Rin and Asui's hands as well as using it on herself. She instantly felt weightless, now floating in the air.

She had exactly one second to realize their new problem. Until that point, they'd been holding fast against the wind's pull, grabbing the straps and railings on the plane's wall to keep them stable as well as their own strength. But now that Uraraka had made them all weightless, they no longer had anything holding them up. Plus, they'd let go of the straps and railings.

Oh no, Uraraka thought just as the wind pressure increased dramatically, grabbing hold of them and yanking them out. And this time, there was nothing they could do about it.

One second they were inside the plane, and then the next they were out.

"AGGGHHHHH!" Uraraka screamed.

"OH MY GOD! OH MY GOD! OH MY GOD!" Rin cried.

"RRRIIIIIBBBBIIIITTTT!" Asui shrieked.

"Ok, we need to stay calm!" Uraraka tried as they flew aimlessly by, completely at the mercy of the wind. She really tried to avoid looking down seeing as they were hundreds of feet in the air and everything looked so very far away from them. She'd never gone this high before and felt like she would throw up at any second and not because of her power this time. She was so worried she would accidentally deactivate her power at this height that she was doing her best to keep her hands as far away from each other as possible.

"We're up so high," Asui moaned.

"At least we're away from the villains," Uraraka pointed out.

"Where's Tsunotori?" Rin yelped.

Uraraka took a wild look around but only saw open sky. "We must have left her behind," she realized with dread. "Damn it!"

They hadn't been holding onto her at the time as Uraraka didn't want to accidentally activate her power on her. That was clearly a mistake now. And the plane was moving farther and farther away from them, taking the smaller plane connected on top with it. In a matter of minutes it would be gone.

But an instant later, a small speck emerged from the side of it and grew bigger as it approached them. "Is that her?" Asui asked.

"Hopefully. We'll just have to wait and-"

BOOM!

There was a loud explosion from the plane and they just managed to see the front of it bursting into flames. Almost instantly it began to fall, spinning around as it did so.

"Oh my god!" Rin murmured.

"What happened?" Asui wondered.

"Guess the villains didn't come to an understanding," Uraraka said.

As they watched the plane go down, the figure they spotted earlier got closer and they soon collectively sighed in relief as Tsunotori soared into view.

"I'm so glad I found you guys!" she cried. "Why did you all fly out of the plane like that? That wasn't the plan!"

"It's not like we wanted that to happen, Tsunotori," Rin grumbled.

"Here, everyone grab hands," Uraraka said, holding out her own. "Tsunotori, take us to the ground as fast as you can."

Tsunotori gulped, looking down at the ground far below. The only thing holding her up right now were her horns and while she had practiced with her balance these past few months, it was moments like this that had her shaking. Still, she was a hero in training so she would do her best.

But before she could say anything, they heard another sound from the plane. Or, more accurately, the second plane on top of the first. They watched as it detached from the big one, letting it continue its fiery descent while it reoriented itself before moving back around.

Right towards them.

"Tsunotori, now!" Rin cried.

"Right!" Tsunotori moved but then Asui's shriek surprised them all.

"Look there!" she pointed and they followed her finger to yet another plane heading their way quickly. Tsunotori didn't waste any more time, grabbing hold of Uraraka's hand who was holding Asui's who was holding Rin's, each one having a firm grasp on their hands. Without pause, Tsunotori flew in downward slope, pulling them all along with her. She had been worried they might slow her down but Uraraka's weightless abilities made them as light as kites. Still, her horns wouldn't do much against those planes.

"What's the plan here?" Rin yelled out, trying to be heard over the rushing wind.

"Not die?" Uraraka offered.

"That's more of a goal than a plan but alright."

"They can't maneuver in the air like we can," Asui offered. "We may be way slower, but we're smaller and can move more freely."

"Right!" Uraraka nodded. "You hear that Tsunotori?"

"On it!" They dove down even more as Tsunotori did her best to get them away from the approaching jets. They were proven correct when, as the first jet came at them, Tsunotori was able to get them below it just in time, letting if fly harmlessly above them. Of course, the updraft of wind nearly sent them spiraling away but Tsunotori was able to keep a firm stance on her horns and hold on tightly to Uraraka's hand. The ground was still so far away from them but they were making slow progress. Now they just had to figure out what to do when they actually landed.

"Uh, guys?" Rin called out. "We have a new problem."

Uraraka didn't need to ask what the problem was as she saw the other jet open fire on the first one, the one that had detached from the big plane. It was also then she noticed that these jets weren't ones she'd seen before. The engines were located on the top and the way the wings moved made them seem more like birds than hunks of metal. The two jets maneuvered around each other, eyeing the other up, weapons presumably loaded and ready to fire.

"Guess they're not allies then," Asui croaked.

"More villains?" Rin asked.

"Maybe," Uraraka nodded. "Or maybe friends of that Captain guy. But we can't worry about that right now. We have to…"

She trailed off as she saw the back of the enemy jet open up, her heart sinking alongside the doors. Her breath caught as she saw the figure appearing in the opening. It was a raggedy figure dressed in an old cloak. But it was the rest of him that freaked her out. His whole body seemed to be moving, writhing around like it was made up of much smaller things. She remembered one time watching a nature documentary and seeing these bees swarm around the hive. The movements there looked scarily similar to what she was looking at right now.

"Tsunotori, can you maybe hurry it up?"

"I wouldn't do that."

They all froze at the metallic voice before turning around to see the armored villain from the plane floating just a few meters away, thrusters burning from his legs. How he'd managed to do so silently, Uraraka had no clue. But she did know that they were in so much trouble now.

Unless…

"It would be in your best interests to get on that plane now before-"

"Tsunotori, throw me!" Uraraka cried, letting go of Asui's hand. Thankfully, Tsunotori understood instantly, throwing her hand forward and launching Uraraka right at the villain.

"What do you plan to-" the villain laughed, not even bothering to stop her. She grinned, smacking his armor and activating his power. Instantly, he started moving, his armor folding his body upwards. "What? What the hell is this?"

Uraraka knew that wouldn't keep him down for long but it had distracted him. Fortunately, Tsunotori caught on again and flew over, grabbing her hand with Asui and Rin were connected to her other one. They took off downwards and Uraraka felt her stomach heave upwards at the rapid descent. But she didn't complain. Instead, she chanced a look back and felt her stomach dive down again at the sight of the thick, black cloud following them down from the jet. It had to be that raggedy looking villain. And it turned out she'd been right about the nature documentary since that swarm looked an awful lot like bees.

"I don't even like honey that much," she moaned.

"We need to go faster!" Asui said, also looking back.

"I'm doing the best I can!" Tsunotori replied.

"Well, metal dude is still out of commission," Rin said, looking up at the armored guy floundering in the air. "But let's see what we can do with the bee-man."

He raised up his free hand, dragon scales appearing across it, and he fired off upwards into the swarm. Unfortunately, it didn't look like he did any damage but he still kept at it.

Uraraka looked down at the ground again. They were making better progress but it was still so very far away. And despite Rin's efforts, there was no way he'd be able to take down that entire swarm. They needed something else. But her powers wouldn't really have much of an effect. And Asui wouldn't be able to…wait.

"Su!" she cried, causing her friend to look over sharply.

"What is it? What's wrong?"

"Use your mucus on us!"

"Ribbit?" Asui croaked.

"Huh?" Tsunotori asked, their pace faltering as she stumbled a little before rebalancing herself.

"Smear your mucus on our clothes. That way, when those bees attack, they won't be able to get near us without getting paralyzed."

Asui nodded thoughtfully, understanding now but a few seconds later she shook her head. "I'm sorry Ochaco. It's a good idea but there's no way I'd be able to get you all in the air like this."

Uraraka sighed. She was right. They were barely holding a conversation, having to yell over the wind. Besides, there was always the risk of the mucus accidentally striking their skin and paralyzing them instead, something more than likely at the speed they were going and with the wind flapping their clothes wildly.

"Well, we need to think of something cause this isn't cutting it!" Rin declared, breathing a little hard. They looked behind them and saw the swarm getting closer and closer, hovering just behind them like an ominous dark cloud.

Uraraka suddenly felt Tsunotori's grip tighten even more. "Hang on!" the Class 1-B girl cried out.

"Wha…" Rin began but before they could even think, they shot downwards even faster. Before, it was like they were on a fast slide, moving downwards but at a manageable rate.

Now it was like an out of control rollercoaster. Except way faster and going straight down.

"AHHHHHHHHHH!"

"TSUNOTORI WHAT ARE YOU DOING ARE YOU TRYING TO KILL US YOU MANIAC?" Rin yelled.

"I'M SORRY!" she cried back. "BUT WE NEED TO REACH THE GROUND FAST!"

Uraraka had never been more scared in her life and after all the things she'd been through, that was saying something. And yet none of those events were anything like seeing the ground rush up to you like it was doing now. But no matter how scared she was, she knew Tsunotori was right. They needed to get to the ground fast or else they wouldn't stand a chance against the swarm. She briefly wondered how Tsunotori was keeping her body upright when going straight down until she noticed the second pair of horns pressed against her chest, balancing her up. Clever.

Uraraka looked backwards again as well as she could and blinked, not sure what she was seeing for a second. Then her body went cold for the umpteenth time.

The swarm was still a little ways behind them. But the armored man was coming right for them. Apparently, he'd gotten control of her float ability.

"WE'VE GOT INCOMING!" she screamed.

"OH SHIT!" Rin cried, spotting him as well. "OK, I'VE GOT THIS!" He lifted up his arm again and started firing off scales. Unfortunately, this time since he was moving so much faster his aim was all over the place, his scales flying off randomly. Uraraka sure hoped some struck the armored villain but based on how he was still coming fast, they either missed or had no impact.

They needed to pick up the pace even more. But…that was impossible. What else could they do? She gritted her teeth, looking at the still approaching ground. She could make out more stuff now, see all the trees and hills below along with what seemed like a road in the distance. So close now. And yet, still so far to reach. Well, they'd just have no choice but to fight then.

She turned back, trying to brace herself for when the armored guy would reach them when she spotted something bright where the villain was. An instant later, Rin cried out as something struck him.

"Rin!" she yelled, seeing him go limp.

"Are you ok?" Asui asked.

"What happened?" Tsunotori demanded, trying to look behind her.

Uraraka thought Rin might still be moving but with the wind flapping them around like it was, it was almost impossible to tell. And if he was saying something, it was lost in the wind as well. She glanced back upwards and gasped as she saw another twinkle of light.

"RIGHT!" she cried and fortunately, Tsunotori responded instantly, diving to the right and just dodging the next attack which flew by them.

"What was that?" Asui wondered.

"He's firing something at us!" Uraraka called to them all.

"Well then, what do we do?"

"LEFT!" Uraraka shrieked.

Tsunotori dove left and then right again on Uraraka's word, dodging both blasts but the second one managed to clip her shoulder. Tsunotori gasped but managed to keep going. Still, Uraraka knew she wouldn't be able to go on much longer. The ground was still a ways away, though she could make out more stuff, seeing all the trees and the different places to hide between them. They just needed to last another minute or two.

She glanced back and realized too late that she shouldn't have gotten distracted, the light coming right for them. She knew instantly that Tsunotori couldn't move them all out of the way in time. So she just moved herself.

"Ah!" she cried as the blast hit her dead on. It was like getting hit with one of Bakugo's attacks except stronger and more precise, both burning and blunt at the same time.

"Uraraka!" she heard someone cry out but she couldn't respond. She could barely think, barely stay conscious even. Everything was getting darker no matter how much she tried not to fade away. At least she'd protected Tsunotori. That was the priority. Hopefully that would be enough to-

SLAP!

She blinked, feeling her senses returning. She wondered what had happened until she noticed Asui's elongated tongue flapping near her. "Su," she murmured, looking over at her friend.

"Don't go napping on us right now. We need you," her friend managed to say.

Right, Uraraka affirmed, feeling her strength return. One blast like that wasn't enough to take her down. She'd taken plenty from Bakugo during the Sports Festival and still managed to give him a fight. This was nothing.

She looked back up and gasped as she saw the armored figure bearing down on them fast, apparently having grown tired of blasting at them. Uraraka hoped he was still having trouble with the float she'd put on his armor but if so, it didn't seem to be hindering him much.

"This is the end for you brats!" they heard him yell. "Surrender now and I may be lenient to-"

"Screw that!"

Uraraka gasped as Rin's arm jerked up, launching a fresh volley of dragon scales at the villain. And this time, with him so close, they struck him right in his helmet. They were still being jerked around so the scales did miss often, but plenty still hit the villain, knocking him back.

"Tsunotori, how much longer?" he yelled.

"Just a…little bit!" she cried back, clearly exhausted.

"That's it!" Uraraka looked back at the villain and saw both his hands begin to glow with that bright light from before. "Now you will-"

He was interrupted when he was struck in the face again. Except this time, it didn't come from Rin but from the side. Before anyone could react, a strange circular object came flying out of nowhere and hit the villain in the chest with a booming CLANG! It was only then that Uraraka recognized the item. A shield with red, white, and blue strips and a star in the center.

"Get away from those kids!" Captain America roared, grabbing his shield and flying right into the villain.

---

Sam carried Dynamo as far away as he could. Those kids seemed to be holding their own better than he'd thought, having made it as far as they had on their own. So he was sure they could last a little longer by themselves. Plus, Steve and Sharon would soon be descending to help them out. Until then, Sam had to take care of Dynamo here.

"Get off me!" the armored villain roared, firing off his gauntlets. Sam ducked the first one but got caught in the shoulder from the second. His armor protected him for the most part but it still stung and made him lose his grip for a second, allowing Dynamo to rip himself free.

"So which one are you?" Sam asked, the two fighters hovering only a meter away from each other. "There's been so many of you Dynamos over the years, it's like you're all auditioning for James Bond. But lamer."

"I am Valentin Shalatov!" Dynamo declared proudly. "The best of them all."

Sam paused for a second before asking, "who?"

"What?" Dynamo roared. "I am the sixth Crimson Dynamo. The strongest of them all!"

Sam quickly did a mental search for all the Dynamos he knew. He'd heard of Vanko, the first who eventually defected to America and later sacrificed himself for Stark against the next Dynamo whose name he couldn't remember. Then there was the third Dynamo who went up against the Avengers way back when the Swordsman had been a member whose name he also couldn't remember. Sam did recall two Dynamos, Petrovich and Vadim, in the Avengers files who had been allies more often than not though they fought for the Russians. But the most famous Dynamo he knew was current Winter Guard member Dimitri Bukharin. There were others but their names completely escaped him. And apparently, this Shalatov guy was one of them.

"Why can't you guys be like Titanium Man and only have one version?" Sam sighed. "It's too hard to keep track of all of you. At least come up with different names. I mean, you can keep the Dynamo part but you don't all have to be Crimson you know?"

"It represents our love for our country!" Shalatov said proudly.

Sam gave him a look. "How is working for Hydra benefitting your country?"

"My country betrayed me! Cast me aside! Now I must do what I can to make a living!"

"Uh huh, ok. So, then, just so I'm clear…you don't love your country?"

From the way the armored face looked at him, Sam could only presume whatever was going on inside that tin-head was malfunctioning.

"I…well…I don't need to explain myself to you!" Shalatov barked. "Besides, that was my government, not my country! I still love my country!"

"Great. Still think you should change the name. It's not like it even has an alliteration in there or something. You could even call yourself the Red Dynamo. I think that has a better ring to it honestly and you can still show your love for your country."

The armored face stared at him again and he could just picture the look on Shalatov's face.

"I…uh…I…huh," the man mumbled behind the mask. "No! I am the Crimson Dynamo and I will prove to all the others that I am the greatest of them all!"

"Ok, why don't you go do that now then?"

"I will not abandon my mission! Now enough stalling! Move aside, Avenger, or be destroyed."

"Look Red Dynamo-"

"That is not my name!"

"Don't care. I know you got this whole macho man thing going on to prove yourself since you just told me several times, but I'm going to go rescue those kids. This is your only warning." Sam lifted up the shield, getting ready since the answer was obvious. "I've gone up against plenty of armor wearing bastards, including the original. I've fought wizards, super-solders, androids, aliens, and just about everything else you can imagine. So If you think you're going to stop me right now, you're in for a rude awakening. So seriously, fly away now while you still can."

There was about one second of silence before the right arm raised up and a Gatling gun was unloaded right at Sam who instantly dove to the side, shield up high to deflect all the incoming fire. The bullets bounced off with their usual rain spatter sound.

"You will defeat me?" Shalatov roared. "Even the real Captain America would not be able to do that! How could you possibly get through my armor? What will you do, fly at me? Throw your might shie-OW!" he bellowed as the shield struck him in the helmet, the force knocking him back a few feet and making him wobble in the sky.

"Oh shut up," Sam growled, catching the shield again. "You're really starting to piss me off."

He then shot forward, flying full force into Dynamo, smacking the shield against the armored chest and forcing him backwards at top speed.

"You think…this is enough…to stop me?" Dynamo grunted. Sam saw from the corner of his eye the armored gauntlet rising up for him and he backed off quickly, just avoiding the repulsor blast. "All you have are wings and a shield," the man growled. "I have an entire arsenal!"

His shoulders popped up and two missile containers appeared, primed to fire.

"Aw crap," Sam murmured.

"Now die!"

Sam was already moving when the missiles were launched, diving down fast. But, of course, they were homing missiles, flying right for him. He muttered a few choice words for Shalatov before adding some speed and diving down even more. There were eight missiles on his tail since this Dynamo was apparently a big fan of going 'all-out.'

He shot a quick glance to where he'd last seen the kids but couldn't spot them. He hoped that meant they'd made it to the ground safely but he honestly couldn't tell. Still, he could see Swarm diving down now as well so that meant they weren't caught yet. He also spotted Steve and Sharon's plane coming down as well, so they should be fine.

He looked away again, focusing on the task at hand. But before he could think of a strategy, something struck his left wing, knocking him off balance. He jerked in the air and for a split second came to a stop before he managed to recover. But it was too late, the first missile already reaching him.

"Yah!" he cried, spinning around and knocking the missile aside with his shield, letting it twirl through the air for a second before detonating away from him. He put on an extra burst of speed and flew away, the remaining seven missiles right behind him and Shalatov above. Sam glared upwards at the figure. Seemed he let his guard down, letting that idiot Dynamo land a hit on him. He had to be more careful than that.

"Alright, let's take some of these out," he said to himself, diving down at a steep angle. He felt the familiar stomach-rising sensation from the rapid change in altitude but after so many years he was used to it. The ground rose up rapidly, the trees coming right at him. He scanned the area quickly, mapping out as much as he could in those few seconds. Then, he was there.

"Woo!" he cried, flying out of the dive and now soaring just above the ground. An instant later, explosions came from behind him as he lost two of the missiles. "Alright, only 5 to go."

All the trees in the way was a particular challenge, but one he was well-versed in as he flew between them and around them, constantly moving his wings around to maneuver himself more easily. The missiles had no such coordination as another detonated on a large fallen oak that Sam had just ducked under. That was half of them down.

He took out another as he made a sudden sharp turn, the missile unable to follow and instead slamming into a tree trunk.

"Sam, what's your current status?" he suddenly heard Sharon in his earpiece.

"Ah, long time no hear Sharon. Currently being chased around the woods by several angry rockets. How about you?"

"We're coming up on the kids now but Swarm's making it difficult."

"Naturally. I'll come help out as soon as I finish with this guy. Oh, there goes another one," Sam commented, hearing the explosion right behind him.

"Keep a lookout though. We don't know where Crossbones landed and Viper's still here as well."

Sam gritted his teeth. He'd been so focused on the immediate threats he'd forgotten about the professional assassins running this whole operation. He couldn't waste any more time. Dynamo had to go down now. "Of course. Just give me thirty seconds."

He stopped dodging around and changed his trajectory, shooting back upwards into the sky. A quick look was all he needed to spot Shalatov still hovering where he'd left the man. It was strange that he hadn't chased after Sam. Perhaps he was overconfident in his missiles? If so, he'd made a grave mistake.

Sam shot right for him, the remaining two missiles still on his tail. First thing he did was activated his Redwing drone, a useful tool that paled in comparison to the original who he sadly had to leave behind on the plane. He launched the drone behind him, catching one of the missiles and blowing it up. He got worried for a second when the other one wobbled but it still chased after him. Good. He folded his wings a little and added some speed to his thrusters, flying straight for Salatov as fast as he could. He would need to time this practically perfectly to pull this off. But, he'd done more terrifying things thousands of time. This? This was nothing.

"That's it Salatov!" he cried, moving his body so the missile was hidden behind it. "No more rockets for you! So why don't you come out and fight, huh?"

"Ha! You will regret those words, puny bird! I have many more tricks up my sleeve! Watch!"

Salatov began firing off from his Gatling which Sam expected, his shield already raised to deflect incoming fire. Just as he suspected, his little ruse made Salatov think all the missiles were gone instead of just checking his sensors. The man truly was an idiot. But a dangerous one, which meant it was time to take him down.

Sam saw the missile receding behind him just enough. He wasn't an expert on measuring distance but if he had to guess, he'd say that he could let go right…about…now!

He killed his thrusters, letting his momentum carry him forward, still aiming for Dynamo. But a second later, gravity began to take effect and he dropped, falling right underneath the villain.

"Ha!" he heard the man laugh. "What was the point…"

Sam fell another second before straightening his body, angling it to face directly upwards now. He reactivated his thrusters and shot up behind Dynamo, the missile still coming right for him.

"…of that…oh," Dynamo muttered just as the missile struck. Sam turned away, the echoing boom sounds washing over him as smoke filled the air.

"Idiot," Sam shook his head. "Never should have let your arrogance get the better of you. Now let's end this."

It was another few seconds before the smoke disappeared, Dynamo's armored arms waving them off. His once shiny, pristine armor was now covered in scorch marks and riddled with cracks and craters, many parts having fallen off from the two explosions. Salatov heard countless arms ringing from the suit. He gritted his teeth in rage. To have his own weapons turned against him like that infuriated him to no end. He'd thought he had the damn bird on the run but it had only taken a couple minutes to have his plan fall apart. No matter. He'd just finish this new Captain personally. He had gotten used to that ridiculous power of that girl. While he was not as maneuverable as he once was, it would still be enough to take down the damn bird.

However, once he'd cleared the smoke away, he couldn't see anyone around him. "Where did you go, birdie?" he roared. "That was a nasty trick but you won't be able to pull it off a second time, I can guarantee you of that! Now come out and fight!"

"Alright, if you say so." Salatov froze as he heard the voice coming from directly above him. "But it's gonna hurt."

He didn't even get a chance to look up.

Right after Dynamo had been hit, Sam had flown up above his enemy as high as he could. Then, he'd folded his wings up, cut his thrusters, and let gravity do the rest.

"Sky drop," he murmured, angling his body like an arrow straight down, his shield raised up. He activated his thrusters again, giving him even more speed as he shot down way faster than before, gaining momentum with each second that passed. He felt the wind rush his face like it was peeling off, felt the roar in his ears. But he ignored all that, focusing solely on the target looming right beneath him until he was right on top of him. Then he moved his shield just a few inches to the right and braced himself.

SSSHHHIIINNNNGGGG!

He thrust forward, his shield crashing into Dynamo's helmet. There was a pause that lasted maybe a thousandth of a second before the shield kept going, cleaving the front of the helmet in half and continuing down, shattering the armor like it was made of wood and creating an enormous gouge mark until, an instant later, it came out the bottom.

Sam pulled his wings back up, taking a second to glide on the wind currents and regain his bearings, before soaring up to see his handiwork. Even he had to whistle when he saw what he'd done.

"Damn man, I don't think that's gonna buff out," he joked.

The entire front of the Dynamo armor had been cleaved open, like it had been hit by a gigantic sword. Or an insanely powerful shield. Sam could see plenty wires and gears poking out, some shooting out sparks. The edge of the scar had jagged pieces of armor surrounding it that looked like they would tear through a hand.

The helmet was the worst as it no longer looked like a helmet. It looked like it would fall apart at any second. Sam could practically see Shalatov in there panicking.

"Wha…what have you done?" the man shrieked. Sam could just make out the different alarms screaming at him from all the suit's systems.

"You said all I had was a shield and some wings and that you could take me down. Well, still think you back that claim up?"

"I…I will…"

"Yeah, didn't think so. But let me ask you something? Have you ever tried upgrading your armor? Cause Tony works on his about every fifteen minutes so it can withstand pretty much anything. I'm pretty sure Bukharin keeps upgrading his as well. But you? You seem to be fine with that shitty metal there. You want to be acknowledged as the true Crimson Dynamo?"

Sam hurled the shield one last time, shattering the helmet for good as it fell to earth in two pieces. Shalatov's head whipped back from the blow, the helmet no longer protecting him.

"Do the damn work," Sam finished.

Salatov let out a gurgling sound before slumping. Sam shot forward, grabbing hold of him before he could fall. But then, he didn't. Sam stared for a second before letting go. And the armor floated, hovering right in front of him. "Huh," he murmured. "Must have been one of those kids. Pretty neat actually. And makes my job so much easier."

He grabbed hold again and began hauling the now weightless suit down below. "Let's get you taken care of so I can go rejoin the fight." Even from this distance, he could hear the sounds of battle from below. "I think they're gonna need me."

---

Uraraka let out a heavy sigh of relief as the armored villain was carried away by the winged hero called Captain America. That was twice he'd saved them now. While she was still apprehensive about all him considering the circumstances, she had to admit he seemed like a good guy.

But she didn't have time to think about that. The other villain, the bee man, was still on them. And the ground was now within reach.

"Just a little longer Tsunotori!" Rin encouraged.

"You're not helping!" she shouted back.

"Sorry," he mumbled.

Now that they were close enough, Uraraka began looking around for a good spot to land and spotted a rocky outcrop just a ways to the right. Plenty of boulders she could float up and also plenty of places to hide. Perfect.

"Over the-" she began just as she saw a slight flash.

BANG!

For a split second, everything froze as the gunshot echoed in the air. Uraraka felt her blood go cold and she unconsciously checked her body for any sign she got hit. But there was nothing.

"AHHHHH!" Tsunotori screamed. They hovered in the air for another second before Tsunotori dropped, her horns no longer supporting her as she lost concentration.

"Tsunotori!" Rin cried.

"I got her!" Asui's tongue whipped out, catching the falling girl and holding her fast. Thanks to Uraraka's powers, they were still hovering in the air so they were safe.

No. Uraraka's eyes widened in horror, already looking for the shooter but there was no sign. They weren't safe. In fact, they could be shot at any moment.

She didn't even think when she brought her hands back together, muttering 'release.' All she knew was that she wanted to get the hell out of the shooter's line of sight as quickly as possible. Which is why she was surprised she was so shocked when gravity turned and they all began plummeting to the ground.

"AHHHHH!"

"What the hell?" Rin cried.

"Ochaco, why?" Asui yelled at her.

"I'm sorry!" she yelled back, panicking. "I wasn't thinking. Here." She swung her body in the air, grabbing hold of Asui and then Rin and activating her power on them and herself again, allowing them to gently come to a stop and hover again. She breathed out in relief and looked down, stifling a shriek as she saw the ground right below them, only a few meters. At the speed they were going, that could have been death or at least a lot of broken bones.

That was so stupid of me, she chastised. She was supposed to be a hero in training and yet had let panic take control of her, endangering her classmates. Even if it had been to get away from the shooter.

"Well, at least we're away from the shooter," Rin said, echoing her thoughts. "Though perhaps a little more warning," he added, shooting a glare her way.

"Yeah, sorry," she said sheepishly.

"Guys, Tsunotori's hurt really bad," Asui said, causing them to hurry over. Uraraka gasped when she saw the wound. Tsunotori's leg was covered in blood, soaking her pajama bottoms. Her skin was turning paler by the second. Uraraka took a deep breath before ripping off part of her shirt and quickly applying a tourniquet around the injured leg. She then tore off another section and pressed down on the wound, trying to stop the bleeding.

"I think there's an exit wound too," Asui said, copying her movements and pressing her own clothing wad to the back of the leg.

"She going to be ok?" Rin asked nervously, also keeping an eye on the treeline.

Tsunotori groaned and Uraraka eyed her fearfully. "We need to get her to a hospital or something."

"Where?"

"I…I don't…" She looked around, like a hospital would suddenly magically appear. But of course, none did. Just an endless expanse of trees in all directions. With a shooter lurking behind any one of them. The thought sent shivers racing down her spine and she found herself constantly looking around for any sign of him.

To make matters worse, she could hear explosions in the distance. Seemed like Captain America and that armored villain were really going at it. Now she was worried they'd come this way and she and the others would get caught in the crossfire.

Come on Ochaco, she thought to herself. She took another breath, focusing. Now wasn't the time to panic. They needed to get out of here before the shooter found them. And they needed to do something about Tsunotori. Standing here, freaking out about everything was just going to make things worse. They had trained for this. All those hours spent under Mr. Aizawa and all the other teachers' guidance were meant for this moment. She could do this.

"Rin, keep an eye out for that shooter."

"Already on it."

"Great. Su, I'm going to use my power on Tsunotori. Then, we'll carry her…there," Uraraka pointed, spotting the rocky outcropping she'd seen earlier. As soon as she did, she remembered the last time she saw it and that bright flash of light, almost like the light reflected off of something shiny, right before the gunshot.

The same flash of light she was seeing right now.

"GET DOWN!" she screamed, pulling Asui to the ground.

BANG!

Uraraka could practically feel the gunshot passing over them as they hit the ground. She swiftly moved them behind a tree right as a second shot echoed out, pieces of bark flying as the tree was hit.

"Are you ok?" she asked quickly.

"I'm alright," Asui replied. "What about Rin?"

"Over here."

Uraraka risked a look up and saw him behind another tree, his dragon scales already covering his arms and most of his face. She then turned to Tsunotori who was whimpering against the tree trunk. "Sorry about that," she said. "You didn't get hit again, right?"

"N-no," Tsunotori managed. "Still j-just…the first one."

Asui pressed down again on the wound but it was clear at this point that it wasn't doing much. And they couldn't risk moving her with the shooter up there. But before anyone could say anything, a loud buzzing sound came over them.

BBBZZZZZZZZZZZZZ!

"What is that?" Asui asked, looking around.

"Oh no," Uraraka muttered in growing horror, seeing the first bees emerge from above the trees. The other villain had found them. And they were in a bad way right now. If they moved away from the trees, the shooter would get them and Tsunotori was already badly injured.

"Asui, your mucus. Now!" she said.

"Right!"

But before her friend could do anything, a loud whistling sound joined the buzzing and they all looked up to see a small, smoking object flying directly toward the growing swarm of bees. It landed right in the midst of them where it then disappeared.

BOOM!

Uraraka gasped at the sudden explosion that engulfed the bee swarm. It was a small one but no less dangerous proven by the sudden rainshower of dead bees that struck them.

"Hey Swarm!" a voice called out and Uraraka winced as she remembered it was Crossbones's. "These kids are mine! You don't want to end up dead, then beat it!"

Above the trees, the swarm took the shape of a vaguely humanoid figure with a hood over it. "You are just one man, Rumlow," the villain replied, his voice making a similar buzzing sound to his swarm. "I am all of this and more. You are completely surrounded. So it would be wise for you to surrender before I destroy you."

The response was another bomb shot his way, again absorbed by the swarm that left even more bees dead.

"Very well then. Have it…your…*cough*…way…*cough*…what is…*cough*…this?"

Uraraka started coughing as well, smoke wafting over her. She lifted up her shirt to try and block some of it out but it didn't help much, her eyes watering from the sting and her throat becoming raw. That hadn't been any ordinary bomb Crossbones had shot but a smoke bomb. A few seconds later, Uraraka started hearing a ratatat sound and saw more dead bees striking the ground.

She used her power on Tsunotori and together, she and Asui carried their fallen classmate away from the smoke and danger, still coughing and crying from the attack. She heard steps behind her and turned in a panic only to breathe out at the sight of Rin. They soon made it out, the smoke bomb apparently only effective in a short range.

"How do you like that?" Crossbones called out. "How many bees of yours will you have left, I wonder?"

"You…*cough*…vile…*cough*…fiend!" Swarm hacked out. "…*cough*…You will…*cough*…pay dearly…*cough*…for this!"

"Sure. Whatever you say. Now, you kiddies down there! I know you can hear me! And I know where you are, your movements were not subtle!" As soon as he said that, Uraraka stopped running and ducked behind another tree, the others following suit. "Come on out now! Don't make me come down there. I'll become much less nice if you do. Just come on out and walk towards me. And no funny business, you hear? Or else I'll put another bullet in that horned girl."

Uraraka bit down her lip, her heart pounding wildly in fear as they came to a stop. What should she do? What could any of them do? There was no way they could go to him, right? They had to try to escape. But where could they go? What could they do? They were trapped here.

She was so wrapped in thought that she didn't notice the movement across from her until Rin stepped out fully from behind his tree. She gaped at him and waved to get his attention but he either didn't see or ignored her. "What are you doing?" she said to him but he definitely ignored her this time, keeping his eyes focused on the rocks above them.

"Well at least one of you has some sense. Now the others. Quickly, I don't have all-"

Rin moved fast, his arms rising and firing off his scales directly where Crossbones was. The second he did, he was moving, ducking and dodging from tree to tree, all the while firing off as many scales as possible.

"That's it kid! You asked for it!" Crossbones roared and Uraraka heard the familiar whistling sound overhead.

"Rin, watch out!" she screamed but he was already on it, leaping away as the small bomb landed where he'd just been. Uraraka dove back behind her tree as it went off, splinters of wood and rock flying everywhere, dirt raining down on them. There was a ringing in her ears that she did her best to ignore as she looked back, coughing from the smoke and dirt. She tried to find Rin but couldn't make anything out, everything having gone a bit blurry.

No, she thought desperately. He couldn't be dead. Not like this. He had to be ok. She may barely know him, but he couldn't possibly be…

"Over here, jackass!" he suddenly cried out, hidden away in the trees. A second later, Uraraka heard the sound of his scales being fired off. She breathed out in relief but still felt a clench of fear at the sound of the gunshot. She could still hear Rin's scales which meant that hadn't taken him down. But which one would. They were up against a professional killer, she assumed. How were they going to make it out of this?

She felt a tug on her shirt and turned. "We need to go," Asui told her.

"What? But what about Rin? We can't just leave him!"

"He's buying us time to escape. Besides, if anyone can last against Crossbones, it would be him."

"She's…right," Tsunotori panted. "Rin's scales…cover his whole…body. Bullets can't…penetrate. So don't…worry."

Uraraka paused for another second before nodding. She moved to lift Tsunotori back up when she felt a chill run down her spine as the buzzing sound came over her, getting louder by the second. She could only watch as the bee-villain appeared, his remaining bees swarming over them. The bees dispersed a little and the man appeared from them, his cloak flapping behind him. As Uraraka looked at him, it was hard to tell if the bees were just covering him or if he was actually made of bees. The second option was more horrifying but she had heard of stranger Quirks.

"So, you are the little children everyone's so worked up about?" he asked, floating down to them. "I do not really see the appeal."

"And who are you?" Uraraka asked, trying to keep the tremble from her voice.

Before the villain could reply, Asui did it for him. "Swarm, right?"

"Ah, so you've heard of me," Swarm said, a pleased tint to his voice.

"No, the other guy Crossbones called you that. I've never heard of you before."

Uraraka could feel the rage the villain was letting out at Asui's statement, making her take a step back. "Well, I may not be as infamous as some other villains, but let assure you my powers before you make me one of the most dangerous around. And you will know my name as I will forever haunt your nightmares. Now, there are two ways this can go. Surrender quietly or-"

He didn't get to finish that as Asui's tongue suddenly whipped out, wrapping around him to pull him right towards her. He could let out a yelp of shock right before she slammed her foot into him, knocking him right back into a tree.

Uraraka blinked at the sudden attack. So he was solid under there after all if Asui could land a hit like that. Good to know. She was about to run to help but Asui help up her hand, stopping her.

"You need to get out of here," she told Uraraka.

"What? Why? I can't leave you alone to dea-"

"Tsunotori needs you more. Don't worry, I've got this."

"Oh you do, do you?" The bees came at them with a vengeance as Swarm got up, attacking Asui head on. "Do you think you still 'got this' with all that bee venom coursing through your veins, brat?"

Uraraka gasped, looking at her bee-covered friend. She'd heard about bee venom before but didn't think too much about it. Was it really that dangerous? Was her friend about to die? But…no. Uraraka felt herself relax as she remembered an important detail about her friend's powers.

"My orders may have been to take you alive, but there are several of you so I'm sure they won't mind losing on or two along the way."

"You'll lose all of us, but not the way you think!" Asui cried, leaping out of the bee swarm to land another hit on the villain, knocking him back again.

"What?" he cried. "How are you still alive? That was enough venom to kill five men!"

"I'm a frog," she replied bluntly. "I'm immune to most poisons, including bee venom. So inject me with as much as you want, it won't do a thing."

Swarm seemed to ponder this before turning menacingly towards Uraraka, making her heart clench in fear again. "You might be immune," he said just as she grabbed Tsunotori and began making a run for it, "but your companions are a different story!"

Smack!

Uraraka looked back to see the large rock smashing Swarm into the ground several meters away, Asui's tongue receding from it. Her friend then hopped over to her and before she could blink, she was covered in Asui's mucus.

"There," she said, doing the same to Tsunotori. "That should stop any bees from coming after you."

"Thanks Su," she said. "But be careful. I…I don't want to leave-"

"I'll be fine, Ochaco. I promise," Asui told her, smiling despite the sad look in her eyes. "I've got this, trust me. You just need to get Tsunotori to safety."

"Right," Uraraka nodded, filling herself with resolve much more. She'd seen Asui in combat before and knew she could take care of herself. Tsunotori was the one in the most danger right now. Uraraka took a deep breath and gave her friend one last look before taking off, trying not to jostle Tsunotori too much. She needed to find someplace sheltered, at least until that Captain America could rescue them. But looking at Tsunotori's pale face and blood-splattered leg, Uraraka feared they might not have time.

As she left, Asui turned to face Swarm who was rising up again, his bees surrounding him. She knew things would get much more difficult now.

"I underestimated you, brat. But you're evidently more powerful than I expected." Behind him, the bees formed up into two massive claws that towered over her. She was briefly reminded of Tokoyami's Dark Shadow when looking at it except much scarier. "So now I'll use my full power to take you down."

"Bring it on, ribbit."

---

Uraraka huffed, feeling sweat trickling down her pajamas. She wished she was in her costume right now. Or even her track suit. Both of them were more suited for physical exertion. But those were the least of her concerns right now. Tsunotori was getting worse with every second that passed. And Uraraka had no idea how to help her. It wasn't like there was a hospital or even a doctor anywhere nearby. There was really only one thing she could think of to do. She needed to find some hilltop or high vantage point within easy reach and see if she could spot that Captain America guy. Then he could help.

"Just hang in there," she told Tsunotori who only groaned in response. Uraraka stole another look at the wounded leg. It had stopped bleeding at least thanks to the tourniquet and the cloth wads she'd tied to the wound, or at least slowed down quite a bit. But she also remembered what her instructors had said about its use, that after a while the loss of blood flow to that area could cause irreparable damage and the limb would have to be removed. She was pretty sure they were far off from that but it still made her heart jump in her throat.

She kept her eyes peeled as she moved, trying to find an incline or something. But everywhere she looked, she only saw trees. She was tempted to climb one but there was no way Tsunotori could do that in her condition and Uraraka couldn't just leave her behind. So, she was stuck just running around until she found something.

BANG!

Uraraka shrieked at the gunshot, flinching back and ducking behind the nearest tree. The second shot clipped the side of the tree, sending splinters flying.

"Those were warnings," the voice said and Uraraka felt another, deeper chill run down her spine, recognizing it from the plane.

"Viper," she murmured.

"Come out now or else I'll have to go get you. Then things will get very unpleasant."

Uraraka was tempted to make a run for it but there was another shot fired on the other side of the tree, right where she would have run to. The top half of a flower fell away, its stem torn apart by the bullet.

"Final warning. You've seen what I can do so you know escape is futile."

Uraraka grimaced, tears pooling in her eyes. No matter what she did, what any of them did, they were still cornered. The futility of it all, the futility of her right now made her want to scream out. How did this happen? They'd been on campus, safe! In their dorms! And now they were out in the wilderness being hunted by villains. How?

Stop it, she told herself. You're a hero. You can do this. Deku would keep fighting. So can you.

She couldn't afford to have a meltdown now. This wasn't training. This was real life. She had to stay absolutely focused or she wouldn't survive. She took a deep breath and stood back up. She glanced down at Tsunotori whose eyes were closed, her breathing a little labored. Uraraka had to make sure she made it. Because that's what heroes did.

They saved people.

As she stepped out from behind the tree, she felt a slight breeze pass her by and thought she saw something fly by but when she looked she didn't see anything. It was soon lost from her mind when she saw the woman in the green jumpsuit, staring her down. "At last," Viper said, leveling the gun at her. Uraraka felt her heart clench again at the sight, never having experienced it before, but she did her best to stomp it out. "Now, start walking."

Uraraka opened her mouth but nothing came out. She gritted her teeth, summoning up her strength, and tried again. "To where?"

"That way," Viper gestured with her other hand. "Now hurry up. Chasing you down like that took too much time for my liking. I want to get out of here before those pesky heroes show up."

"Why do you want us so much anyway?" Uraraka asked as she began walking, trying to figure a way out of this. Perhaps if she knew what Viper's Quirk was. Based on the name, it may be something snake or poison related but all Uraraka saw was the gun. "We're just students. Why go through so much trouble?"

"It is not about who you are but about what you are," Viper replied.

"What we are?" Uraraka blinked in confusion, not understanding.

"It's too complicated to explain here. But you'll soon see. You represent a great change that could shake this world's foundations. And if that comes to pass, Hydra must come out on top. Or, at least, I must. Now enough talk, keep walking."

Uraraka did, pushing through the branches and leaves, all the while her mind was abuzz with Viper's words. Shake the world's foundations? What did that even mean? Why were they so special? What was it about them that could do something like that?

She was so lost in thought, she didn't notice the slight tugging on her sleeve until her arm was yanked a little from it. "Huh?" she mumbled, looking down. She had to stifle a gasp as she saw Tsunotori's wide eyes staring back at her, a finger over her lips.

"What's the problem? Keep walking!" Viper ordered.

"R-right," Uraraka stuttered. "I'm sorry, I'll-"

She stopped when Tsunotori tugged her again. "Turn me around," she whispered.

A thousand questions and thoughts when through Uraraka's mind. She wanted to ask why, what Tsunotori was planning, remind her how dangerous this was. But she couldn't because any of that would rile Viper's suspicion. Even a split second of hesitation would do that. They couldn't afford to waste this opportunity. If Tsunotori had a plan, that was one more than Uraraka had and that was enough.

"Sorry," she said out loud. "It's my friend here. She keeps getting worse. Look."

She began to turn but Viper stopped her cold. "Why should I care? Keep walking!"

Uraraka's mind stumbled but she pulled herself together quickly. "You should care since you want us so badly. How would you feel when one of your precious 'subjects' dies?" She spat out the word subject, putting as much of her disgust into it as she could.

There was a moment of silence and Uraraka expected a bullet in her back at any second. But then there was a slight sigh. "Fine, let me take a look. Crossbones never did understand subtlety."

Uraraka let out a sigh of relief and turned, pointing Tsunotori right at Viper.

"Bonzai," Tsunotori whispered and a pair of her horns suddenly rocketed from the bushes, slamming into Viper and pinning her against the nearest tree. Viper screamed out in fury, trying to break free but the horns held her fast. She couldn't even point her gun at them, it now pointing uselessly at some trees.

"Great work!" Uraraka cheered, feeling a new sense of relief washing over her.

"Thanks," Tsunotori replied weakly. "But I don't know how long I can hold it."

Uraraka's relief began evaporating as she saw Viper strain against the horns, pushing them out just a bit. "Right," she said, taking a breath. "Let's get moving then."

She started running off, still carrying Tsunotori in her arms. As she did, she heard Viper yell behind her "you'll pay for this, brat! You've officially pissed me off and I will make you both suffer!"

---

Rin ducked as another bullet whizzed by him. Without stopping to look, he fired back, shooting a round of his scales up at the rocks. While he doubted he would actually hit anything, he hoped that at least it would cause Crossbones to keep his head down and let Rin get closer.

BANG!

Rin flinched as the bullet bounced off his arm, creating a small dent in his scales. Or not, he thought angrily. He ducked behind a tree before another bullet could hit him and then made his way through the bushes and shrubbery. And not a moment too soon as a few seconds later, he heard that familiar whistling sound just as the tree he'd just been standing behind blew up from another fired bomb.

He made his way carefully to another tree, making sure not to be seen as he stood back up behind the trunk and took some breaths to calm himself. Based on what he'd seen so far, he had a pretty good guess as to where Crossbones was. But the second he stepped out to attack, he'd get shot at. And if he took even a single second to aim, the chances of him getting shot in the head increased. Not good odds.

He was currently just a short dash away from the rocks, literally about half the length of the U.A. gymnasium or even shorter. He could see a path upwards that would hopefully lead to Crossbones and it was littered with great hiding spots. If he could just get there, then he could zig-zag up, using duck and cover to keep out of Crossbones's sights until he reached the top.

Unfortunately, that short dash felt like a mile away considering the open ground was practically a shooting range. And Rin didn't know how many of those bombs Crossbones had with him. While his scales may be hard, he wasn't sure they could outlast a bomb and he wasn't eager to test it out.

Well, he couldn't stay here all day. His friends, or at least classmates, were counting on him. And he couldn't let them down.

He steadied his nerves as best he could before kneeling down in the bushes, using them to hide him. He then lifted his head up as much as he dared, looking for the spot where Crossbones would most likely be. He kept his right arm covering his eyes in case of an attack, all scaled up. Hopefully the green would help camouflage him in the bushes.

Where are you? he thought, looking around for any sign of the villain. A piece of metal poking out or even his mask popping over would be good but Rin was looking more for flashes of light or disparities in the colors that might mean Crossbones's costume. Anything really.

Come on, come on, come on. With each second that passed, Rin got more and more worried a bullet would find him. He'd never trained for anything like this. Sure, he'd done plenty of target practice back at school, but nothing that could prepare him for trying out-snipe a villain. He briefly wondered if this was how Class 1-A felt with all their villainous encounters. Now he knew Monoma was an idiot for complaining so much.

He shoved those thoughts aside, refocusing. And that's when he spotted it. Just a small flash of light against the rocks. He looked closer and just managed to make out something shiny there, like a piece of metal. Or a gun barrel.

He instantly acted, aiming his arm up towards the flash and unleashed a barrage of his scales. At the same time, he heard another loud BANG and ducked out of the way, the bullet hitting the earth next to him. But as he did, he heard a small cry coming from the hilltop.

"Got him," Rin smirked before taking off as fast as he could. He tore his way from the bushes and landed on the short expanse of open grass leading to the rocky hill. He didn't stop, his feet eating up those meters as he charged for that small opening.

WOOOOO

Rin flinched as the whistle sound came again and he instinctively jumped, throwing himself into the rocks while activating his full power and letting his scales completely cover his body.

BOOM!

The blast threw him the rest of the way, scorching his back as he slammed into a boulder, sliding off it and onto the ground. His whole body ached and he could barely think with the loud ringing in his ears, his back feeling like it had been set ablaze. But he was alive. For now at least.

He groaned, doing his best to rise up. Smoke and ash filled his mouth and everything was a blur. But he knew he couldn't stay like this. He had to keep going or else Crossbones would get him. It was a chore just to move but he managed to crawl his way up against the rock wall, hiding away in a tiny little corner next to a large boulder. There was no way Crossbones could shoot down on him thanks to the rock wall's curves and the boulder prevented the villain from attacking from the side. Rin was safe, if only for a moment.

As his vision cleared and his ears slowly stopped ringing, he did a quick check of his body. And while he was in pain, none of it felt too bad. His scale armor had protected him from the worst of the blast. Still, it wasn't good. His back still burned a little and he'd hit his shoulder pretty bad when he'd slammed into the boulder. He wasn't sure how long he would last in a fight.

"You still alive down there, kid!"

Rin winced as Crossbones's voice yelled down to him and he bit his lip to stop himself from replying.

"If you are, well, that was pretty impressive, gotta admit. But that won't save you for long. I've killed plenty of impressive over the years. So if that's all you got, this won't last. And since I'm a busy man, let's end this."

Rin blinked, thinking fast. Was Crossbones's voice…moving?

Oh crap, he thought, realizing. He forced himself up and readied his scales across his arms before chancing a look around the boulder. No sign of him, but of course he could be hiding as well. But still, Rin had to chance it. He took a breath and moved, dashing over to the next boulder and ducking behind it.

Nothing happened. No gunshot, no attack, nothing. Good.

Rin did it again, running over to the next boulder and then the next, always keeping an out from all angles for Crossbones's next attack, but none came. Soon he was halfway down the path and then three-quarters and then he was almost there.

Where is he? Rin thought. Was the path up to Crossbones's sniper spot from here longer than he thought? If not, why was he taking so long to attack?

It's an ambush.

He ducked instinctively as soon as he rounded the last bend and only just narrowly avoided getting his head smashed by the large metal fist that came flying out from the side. "You're quick," Crossbones said, coming into full view and now wearing a pair of armored and weaponized gauntlets. "But I'm quicker."

His other fist came up even faster than the previous one and Rin could only harden up his arms in defense as the villain struck, catching the blow with his scales. He held on for a second before he was sent stumbling back painfully into the boulder behind him. He groaned once, blinking, before he yelped and dodged to the side as Crossbones attacked again, shattering into the boulder with a large knife protruding from his gauntlet. He ripped it out and came at Rin again who fired some more of his scales. Crossbones stumbled back himself before yanking out his gun and firing it, forcing Rin to scale up his body in defense.

"You know, my boss really would want me to just get you to surrender here and now but I don't think you're going to do that. And honestly, I'm glad. After the shitty day this has been, I could use a good fight. So come on kid, let's see what you got before I pound your face in."

Rin gulped nervously, putting his own fists up but he'd barely had a chance to when Crossbones attacked, throwing his gauntlet out with a strong punch, the knife still out. Rin ducked underneath it and then tried to get under the villain's guard but Crossbones was ready for that, kicking out at him. Rin blocked it with his armored arms and he thought he saw Crossbones flinch behind the mask.

But Crossbone's other arm was still close and he now thrust it forward fast. Rin leaned back to dodge it when another blade shot out from it, cutting into his cheek and spraying blood. He cried out, backpedaling fast but Crossbones was on him just as quickly, not giving him a second to recover. The other fist came back around, its blade ready to slice into him.

Acting fast, Rin reached out and grabbed hold of it, trying to yank it off. He heard a creak sound and felt something give but it wasn't enough. And before he knew it, the second fist was coming again. He just dodged to the side but Crossbones was too fast, throwing fast and loose knife-punches and forcing Rin to let go and constantly move backwards to avoid getting knifed.

Until his back hit the wall.

"Well that's too bad, ain't it?" Crossbones chuckled. "Wasn't too much of a fight but I guess it'll do. Let's hope your companions are tougher, eh?"

Rin didn't know what he was thinking with this. With why he came up here. He just wanted to do the heroic thing, buy his friends some time while he held the villain off. He thought he was the most suitable to handle the sharpshooter because of his scales. And he thought, because he was a sharpshooter, he wouldn't be good at close-range combat. Turned out he was wrong. But he wasn't giving up just yet.

"You don't know much about U.A. students if you think that's all we got," he growled, pumping himself up.

"Sure. Never heard of the place and really don't care."

"Well that's on you. Cause then you'd know, we push ourselves to the limits to make sure, no matter what, we don't fail. That we always go BEYOND!"

Rin knew Crossbones was expecting an attack when he said that. What he wasn't expecting was when Rin suddenly dropped to his knee, arms up. "Sprouting Scales," he muttered and unleashed as much of his scales as he could directly up into Crossbones's face.

"AH!" the villain cried, backing up and using his gauntlets to try and protect himself. But for a second there, he was open. Even as Rin was firing off, he grew more scales around his arms, ready for the finishing blow. He knew his chance wouldn't last so he counted to three and then moved to go.

Crossbones moved first.

Rin blinked as the villain suddenly dropped lower than him. Then his leg shot out and connected with Rin's knocking it ajar and Rin off balance, making him fall. Rin grunted in surprise, blinking again to connect what had happened. But he also knew he couldn't afford that as Crossbones screamed and threw himself at him, the knife in his right gauntlet raised.

Rin wanted to move but he was still too close to the wall. So all he could do was hold up his arms and catch it. He grunted, feeling the power behind Crossbones's attack. It was incredible. Was this his Quirk? It took Rin a second but he now realized throughout the whole fight, Crossbones had never displayed his Quirk. Was this it? Or was it something else?

He could barely think on it as the knife inched closer. He pushed back even harder and managed to hold Crossbones off when something in the corner of his eye flashed. He glanced over and almost shrieked, instantly dropping his right arm to grab Crossbones's other gauntlet from stabbing him.

Now he was holding two knives at bay and he was really feeling it. The scales may seem like it made him stronger but it only toughened his outer layer. His physical strength was still the same and now he felt like he should have done more push-ups and used more weights.

"You feeling it now kid? The fear?" Crossbones asked him, eyes wild behind his mask.

What is wrong with this guy? Rin mentally cried. Was this it for him? Was he about to die now? His heart was pounding too loudly and his thoughts were all too jumbled for him to think clearly. So he just kept pushing back despite the growing burning sensation in his muscles.

"Where's that can-do U.A. attitude you were spouting, huh? Guess it was all nothing."

U.A.? he thought. Yeah, he was a student of U.A. and he couldn't give up now. He didn't have the strength to move his arms so then he'd have to use his legs. It was hard to concentrate on scaling up his legs while still holding Crossbones back but he was doing it. He wasn't sure how much would really work but all he needed was a distraction. Ok, here we g-

BAM!

Rin jerked back in surprise as something slammed into Crossbones's side, forcing him off Rin.

"Trying to kill kids now, huh Rumlow? You always do find a new low."

"Huh?" Crossbones barely had time to look up before a figure leaped at him, kicking him in the face and knocking him flat. Rin blinked, barely able to get a good look at the newcomer in his dark suit but whoever he was, he was fast and strong.

As soon as Crossbones was down, the new guy was on him. The first arm was held straight and the newcomer's weapon, which looked like the same shield the other guy had, came down on it, smashing it. Crossbones seemed to have regained his senses then and moved to attack with the other one but the newcomer grabbed it midair and seemed to crumple it slightly before knocking it against a boulder and then smashed it with his shield too.

"You damn boy scouts!" Crossbones growled. "Why do you have to ruin every sin-"

A solid punch knocked him out.

The newcomer straightened up and then turned to face Rin who finally got a good look at him. It was a tall, buff man with a costume that screamed U.S.A. with its red, white, and blue coloring though with more blue than white unlike the other guy. But what really got Rin was the smile shot his way, one that reminded him of All Might's.

"Sorry I wasn't here sooner, son," the man said, holding out a hand. "Name's Steve Rogers, or Captain America. Now, let's go save your friends."

---

Asui hopped from tree to tree, trying to keep her distance but it was becoming harder by the second, Swarm's bees everywhere. She wanted to try and get close to the main body again and knock it out but ever since learning her immunity to bee venom, Swarm had been keeping his distance from her, instead sending all his bees to try and take her out in different forms. Fists made out of bees that tried to smash her, tendrils of bees that tried to entrap her, even a sphere of bees that had almost completely encircled her before she managed to break free.

As she leapt, she shot out more mucus on as many large sections of bees as she could. Every time she did, whichever bee was hit fell to the ground, paralyzed from her mucus. But it barely seemed to have made a dent in the amount of bees and she only had a few more shots left in her. She'd even tried using camouflage but with the number of bees around, it hadn't taken Swarm long to have one bee fly into her.

Still, as fruitless as her battle seemed, Swarm wasn't making any real headway in stopping her. His bee venom hadn't worked and the bees were very susceptible to her powers. In order to escape one trap, she'd had to chomp down on one section. She'd spat them out a second later but it had sent Swarm into a spiral of words like 'nastiness' and 'utter debauchery.' It had bought her a few extra seconds to escape before he came after her again.

"You can't keep this up forever!" Swarm cried, his bees smashed the branch she'd just been on. "Your brittle form will wear out eventually and then-"

Asui replied by spitting another wad of mucus at him and dropping some more bees.

"Will you stop that! That is so filthy! And you are hurting my bees!"

"They were trying to kill me, ribbit," Asui said, hopping away. Still, as much as she didn't like to admit it, he did have a point. She couldn't keep this up forever. She was pretty athletic and her frog body did grant her more stamina. But even it would fail eventually. And Swarm didn't seem the least bit tired. She just wished she could get close enough to take him down.

Her eyes landed on some nearby rocks and focused on them. Maybe she didn't have to.

"Now where are you?" Swarm called out, his bees buzzing their way through the trees. "This is getting tiresome so-"

CRACK!

Swarm barely had time to look up before a large rock came flying in his direction. He yelped and at first tried to get his bees to stop it but it was coming in too fast, forcing him to fly away. But as soon as he did, another rock came his way and then another.

Asui wrapped her tongue on yet another stone, pushing through the strain as she heaved it up and threw it right along with the others at the villain. But, like the others, he managed to dodge it. She'd been hoping to catch him by surprise but now that he was expecting them, she doubted she'd be able to hit him with them.

"Is that it?" he called out. "Well at least I know where you are now."

Asui had already planned for that, camouflaging herself and hopping away. She had hoped when she first did this that she might be able to sneak up on Swarm and take out his main body. But just like before, the bees were forming walls around him, making it impossible to sneak up.

Asui sighed, feeling all of it getting to her now. She couldn't keep this up for much longer, as much as she may want to. She couldn't run away from him and she couldn't get close. Currently, all she was doing was running around, trying to take down as many bees as possible before she finally gave in. And she couldn't allow that. Her friends were counting on her. So what else could she do?

She gritted her teeth, glaring over at Swarm. If only she could get close to him. Once she did, she was sure she would be able to take him out. But how? All those bees were in the way and it wasn't like-

The idea struck her like a thunderbolt. It was risky. Too risky. And she hated taking unnecessary risks. But it was all she had. She couldn't help but think back to the U.S.J. and Midoriya's plan that had been spur of the moment and felt like it would fail immediately. And yet, it had worked almost flawlessly.

Maybe it was time for risky.

"I'm getting tired of this!" Swarm cried out. "Can we just end this? You can't win, you know! No matter what you do, you-"

He stopped as there was a loud rustling from the bushes. He turned and was about to signal his bees when Asui leapt out, charging right for him.

"Ah, I see you are ready then. Very well," he nodded in satisfaction, sending waves of bees at her to immobilize her. "Let's end this and go…what?" he questioned, seeing all his bees strike her but then fall to the ground, immobilized instead. "What is this?" he growled, sending more bees. But the same thing happened. The second they struck her body, something happened to them and they collapsed. "What have you done?"

"You think you can take me down so easily?" she replied. "Guess again. Ribbit!"

She raced right for him, this time diving right into the clouds of bees and dropping almost all of them thanks to the mucus she'd coated herself with. It had taken all the mucus she had to cover her body like this but it was working. Now anytime a bee got close to her, it was instantly paralyzed and taken out. This was her shot to get close to Swarm and take him down for good.

Swarm seemed to glare at her as he flew upwards, trying to get away. But she wouldn't let him, whipping out her tongue to an upper tree branch and swinging herself up after him. He gave a small cry of alarm and dodged away but she quickly landed on the branch and dove after him, forcing him to move again. He threw another cloud of bees at her but they were instantly taken care of, their little forms dropping to the ground below.

"You think this can stop me!" he cried though Asui could hear the fear in his voice. "Well, try some of this!"

Asui looked up and saw several swarms of his bees lifting up small rocks and fallen logs. She wondered for a second if they were going to throw them at her but instead the bees just flew at her with them. She wondered how this would help Swarm but the answer soon came when, despite her being able to easily dodge the attacks, they just kept coming. She had to keep leaping to the side and hopping off of trees and boulders and the ground, constantly moving to both keep up with the flying Swarm and avoid his menagerie of forest items.

"Ugh," she grunted as one of the rocks struck her. She'd just landed on another branch and had taken a second to aim her tongue, wanting a longshot with it, when the rock just slammed into her from the side. I need to move faster, she thought, already swinging away with her tongue. But she was now really running on low energy. She had sweat through her pajamas and was almost constantly panting. And despite her efforts, Swarm didn't look too badly affected. She had taken out a good portion of his bees but not nearly enough it seemed. She was tempted to just attack the bees instead right now with her mucus but that stuff would run out if she tried using it on all the bees. And there were just still too many bees to handle. No, Swarm was still the main target. She just had to get close to him.

She took a deep breath and leapt at him again, flicking her tongue right for him. He managed to dodge again but this time she was ready for it, swinging her tongue back around and catching him when he wasn't expecting it.

"What?" he cried. "Get your filthy tongue off of me!"

She smirked to herself but when she tried yanking him over to her, all that came loose was a whole bunch more bees. So his real form was much further inside than she thought. This would take work. She grunted and hopped as fast as she could after him while he still fled from her.

She spotted a bee-carried log from the side and kicked out at it, knocking it and several bees aside. She couldn't afford to get distracted. She needed to end this.

She tensed her legs, pushing all of her energy into them, and kicked off, launching herself at Swarm as fast as possible. The second that she did, she whipped out her tongue again, wrapping it around Swarm before he could react but this time curling it inward so it kept going around until his chest resembled a pink mummy.

"What is this?" he cried out just as Asui reached him, striking him in his exposed midriff. And there, beneath all the bees, she felt her foot connect.

"Agh!" he screeched, trying to throw her off but she refused, punching and kicking him with everything she had. Every blow she landed dropped more bees and she kept going, knowing his real body was down there and with each strike she came that closer to stopping him.

He tried flying away but this time Asui wasn't letting him go, sticking to him like…well, honey. She clawed some bees off, tossing their paralyzed forms to the side and kept going. She felt a fist of bees strike her in the head and nearly fell off but just managed to hang on. As the fist came again, she kicked it first, her mucus-covered foot creating a large dent in its side and making it fall apart.

Just a little longer, she told herself. Almost there.

She just had to get through this last layer of bees and then she would be-

"Enough!" Swarm bellowed and suddenly there were bees everywhere, completely surrounding her. One second she was beating down on Swarm's form, the next she was enveloped by the bees, unable to even see through them. That couldn't be possible. The bees couldn't last through her mucus coating. Unless…

"I didn't want to have to do this, but you left me no choice," she heard Swarm say and her heart stuttered at the realization. "If this is what it takes to bring you down, frog girl, so be it. I will sacrifice as many bees as necessary to take care of you."

He's using his bees like cannon fodder, Asui thought, fear clenching her whole body. That's how they were enveloping her. The mucus was still taking them down, it was just that more bees replaced them as fast as they fell. And each one that fell took some of the mucus with it. In a matter of minutes, or even seconds, she would be completely exposed.

She tried fighting back, tried to kick and punch her way out, tried to escape by any means. But it was no good. There were too many bees and they had her completely trapped.

She wasn't sure how long it took but it felt less than a minute. She felt the first bee crawl on her stomach and then another on her back and another on her leg and then they were everywhere. The mucus was gone.

She wasn't sure what to expect after that. The bees still wouldn't be able to hurt her with their venom but Swarm sure could. Still, it was a surprise when she felt a good portion fly off her, reopening the world to her. She blinked from the sudden light and then took in her situation, seeing the bees now wrapped around her limbs like chains, keeping her in the air and from moving.

Swarm hovered above her and she took some satisfaction in seeing how much skinnier he was, a good portion of his bee form now gone.

"You cost me a great deal today," he told her. "For that you must be punished. Hydra had a great interest in you kids but I'm sure they won't miss one." He raised his hands, more bees adding to them so they grew five times their size in a heartbeat. "I will drain the life from you for what you've done. That will show you why not to mess with me."

Asui gulped instinctively and tried to back away but couldn't. She could barely move her arms and legs, the bees holding her tight. All she could really do was crane her neck back as far as she could as Swarm flew over to her. Was this it? Was this the end? A million thoughts raced through her mind but she couldn't focus on a single one. Her friends. Her family. She'd never see them again. A single tear trickled down her cheek as Swarm's bee hands wrapped around her neck.

"Goodbye, frog-girl."

SLAM!

Asui blinked as Swarm suddenly disappeared. A second later, the bees holding her upright suddenly stopped and she let out a yelp as she fell. But she barely contemplated that before someone caught her, diving low to the ground and depositing her safely.

"Sorry about the late rescue," a man said and she looked up to see the flying hero, Captain America, standing over her. "Had to grab something real quick. Don't worry, I'll take it from here."

"Captain America," Swarm growled and Asui saw him rise up again, wobbling a little from the hero's obvious blow. "You think you stand any more of chance than that little girl."

"Against you, Fritz? I'd be ashamed if I didn't. Here, hold this," Captain America said, tossing something over to the villain.

"Huh?" Swarm said, too surprised to not catch it. As soon as he did, the small cylindrical item popped open and something began spraying out all over him.

Asui started smelling it a second later and nearly gagged. It was hard to describe, like dog musk and sweat and a public bathroom all mixed into one. But however bad it was for her, it was killer for the bees. They all started going nuts, flying off almost altogether to escape the stench.

"Wha…what have…you done?" Swarm's rapidly fading form gasped.

"Yeah, that's Davis's old cologne. Keeps forgetting about it in the cockpit. Lucky for us he did since it seems to be a natural insect repellant," Captain America told him. "Don't worry, I had several other ways to take you down. This one was just the most efficient."

"I…will…get…" Swarm trailed off as the last bees fled. As soon as they did, his real form collapsed on the ground and Asui nearly screamed at the sight, covering her mouth in shock and horror.

"Yeah, not a pretty sight," Captain America agreed.

"He's…he's…dead," Asui mumbled, looking at the skeleton lying on the ground in front of her. He had been alive just a few seconds ago and now he…well, he must have already been dead or something. This didn't make sense. Were the bees keeping him alive? Was that his Quirk? So, was he really dead now? How was this possible?

"Hey, kid," Captain America said, interrupting her wild train of thought. "Don't worry about it. He's not actually dead. Soon as those bees regroup, he'll be right as rain and back at it."

"Um…ok. But…how?" Asui asked, looking at the skeleton again and wondering how it could possibly come back to life.

"No idea. At this point, with weird shit like this, I just accept it. Now come on, David will take care of this thing. We've got to go find your friends."

Just like that, Asui threw any more bee-skeleton thoughts from her mind, Ochaco emerging at the forefront. "Right, let's go!"

---

Uraraka watched carefully, waiting for the right moment to strike.

"You can't hide forever," she heard Viper hiss. "You should have made it easy on yourselves and just come with me. Now we will do things the painful way."

Uraraka felt herself trembling but not out of fear. She was so tired of being threatened and told to give up and come quietly. She just wanted to kick that woman's butt. Unfortunately, Viper seemed like a top-level villain and out of Uraraka's league. So she had to try something else.

Come on, she thought. Just a little further.

She could just see Viper gliding through the bushes and it amazed her how the woman hardly made a sound. If she wasn't actively looking, she didn't think she'd be able to spot the villain. It was hard to keep her eyes on her, the way her jumpsuit and even her hair blended in with the foliage easily.

Uraraka glanced a little ways away from her where she'd left Tsunotori. She hoped her fellow classmate was ok but for her plan to work, she had to do it solo. She hoped she could wrap this up fast and then get Tsunotori and then…well, she'd figure that part out when she came to it.

It all came down to what happened in the next few seconds.

Just a little closer, she thought, seeing Viper move.

"I will give you one last chance to come out quietly," Viper called out. "If not, then…" She pulled out a long, thin knife that looked like it could carve through stone. "Now, are you going to take me up on that or-"

Now! Uraraka thought, seeing Viper in the right position. She kicked off from the tree she'd been hiding behind and brought her fingertips together. Release!

Gravity kicked in and she fell, diving down right to where Viper was. The villain seemed to sense at the last second that something was amiss but it was too late as Uraraka landed on her and brought her firmly to the ground.

Uraraka knew that the surprise attack wouldn't last so even after they landed, she was moving, placing her fingers on Viper's back and activating her power, lifting them back into the air. Now they were in her element. She recalled those lessons Gunhead had taught her way back and she grabbed Viper's arms, twisting them behind so she couldn't use them. This could work. She could incapacitate her enemy and make it out of this. She held Viper's arms down firmly and then moved to grab the woman's weapons to throw them away.

Bam!

Uraraka didn't know what happened except that her face seemed to explode with pain. She just caught sight of Viper's foot coming down when the hands she'd been holding were wrenched from her grasp and she suddenly found herself flipped around, Viper's hand around her neck.

"Did you really think you could take me down so easily?" she heard the villain ask.

Desperately, Uraraka brought her fingers back together, removing her power again. But if she hoped the sudden return of gravity would help, she was wrong as Viper easily landed on her feet, still holding her tightly.

"A good effort, but wasted," Viper chuckled darkly. Uraraka then heard a slight shing sound and turned in fear to see the knife in Viper's hands. "Now then, I think you must be taught a lesson to ensure this doesn't happen again."

Uraraka gasped out in fear, struggling to do anything when there was a splash of movement out of the corner of her eye.

BANG!

Viper cursed as the knife was shot from her grasp, already reaching for her gun. But she'd barely lifted it up when someone came rushing from the bushes, slamming into her side and knocking her off balance. As soon as she did, Uraraka felt the grip on her throat release and she fell to the ground, gasping for air.

"Carter!" Viper growled, seeing her opponent.

"Always a pleasure, Viper," the other woman replied, gun raised. "Now how about we settle this civilly. I just got word from my team that your boys were just taken down. So, we can start fighting and you know my skill level so you know you won't be able to beat me before they get here and you know beating me is a real longshot. Now, while I would very much like to take you in, I'm also at a disadvantage looking after this young girl here. So how about we make a deal. You get out of here and I'll let you. How does that sound?"

Uraraka didn't know who this new lady was but she could tell from Viper's expression that the villain did and she was nervous about her. She thought about it for a minute or so before nodding her head. "You win this round, Carter. But make no mistake. We will emerge victorious."

"Keep telling yourself that," Carter replied.

With that, Viper turned and disappeared into the foliage, barely a sound made. Carter waiting another minute or two before turning to Uraraka who finally got a good look at her. Carter was a woman with blonde hair and had some sort of dark uniform on that looked like a mix between a hero costume and a military outfit.

"You ok?" she asked.

"Um…yeah," Uraraka said slowly, not sure if she should trust this woman. But she did just save her from Viper so she was willing to give her the benefit of the doubt, especially with Tsunotori. "But, my friend, she was shot."

"Where is she?" Carter asked instantly.

"Here." Uraraka ran over to where she'd left Tsunotori and was relieved to see her still breathing but she looked even paler somehow. Carter took one look at her and her expression turned grim. She instantly put a hand to her ear and began talking about getting some people over to them. Uraraka couldn't do anything but wait, clenching her fingers together in worry as she looked at Tsunotori's almost lifeless form.

A minute later, the wind picked up and she looked up to see the jet from earlier flying above and lowering itself down to them. Several people scaled down on ropes and instantly placed Tsunotori on a stretcher, redressing her wound and giving her some medication before carefully lifting her up to the jet.

"Come on kid," Carter said, taking hold of her as she grabbed her own rope. Uraraka thought for a second they would have to climb up but a second later they were zooming upwards, the rope recoiling back up. In a matter of seconds, they'd reached the open door and several other people helped them up inside.

"Hey sweetie." Uraraka looked up to see what was definitely a hero walk up to Carter and give her a quick hug. He was wearing a star and strike uniform that looked straight off the American flag. He caught her staring and smiled. "And you must be Ochaco Uraraka, am I right?"

"Uh, yeah. But how'd you know?"

"Your friend," the hero gestured to the inner part of the plane and Uraraka gasped in relief as she saw Asui sitting there. She ran over to her friend, pulling her into a hug.

"Oh thank god you're ok," she said.

"Same to you," Asui replied, hugging her just as hard.

They stayed like that another minute before they were told they had to take their seats for departure. As they did, Uraraka noticed Rin there as well getting treated for a bunch of bruises across his body. But he was still awake and moving and seemed fine so that was a relief. She also noticed that winged hero who saved them, Captain America, was there talking to the other hero who was dressed very similarly to him. Uraraka wondered if the second guy was the Captain's sidekick or something.

"Hey." Uraraka looked to see Carter standing over her. "You might want to think about getting some sleep. It's going to be a few hours before we reach headquarters and you've had a rough time."

"Oh, but we already got some sleep when we were…tranquilized." Uraraka paused at that word, not feeling comfortable with that memory. "So we should be fine."

"Maybe," Carter said, though she didn't look convinced. "Your bodies have just been put through the ringer and these seats were made for a comfortable trip so don't hold yourself back, ok?"

The seats were way nicer than the ones on Crossbones's plane with actual cushions and a comfy lining in the back that Uraraka felt like she could sink into. Still, she didn't feel the least bit tired. "I'm sure we'll be fine. We just want to go home."

"I know kid. Don't worry. That's our number one priority. Just get some rest and we'll be there before you know it."

Uraraka leaned back in her seat, convinced she wouldn't be able to sleep. Ten minutes later, she was out like a light.

---

Hey everybody, I'm back. And I owe you all an apology for the delay. First, I was finishing off some other work of mine and then I got distracted by the holidays. And then, just a few days into the New Year, I got waylaid by the flu which left me with no energy for a week. I've only now recovered it and finally finished this chapter. So, sorry about all that but I hope you liked this chapter.

I know people have been happy with the power scaling so far but don't expect the MHA characters to constantly get their butts whooped cause that's no fun. I'll always judge the characters they fight and see if they can beat them. Don't forget many Marvel heroes started out on the same level and grew stronger so you'll see the same thing happen here.

K1ngGhid0rah: As I've said, the Champions will play a big part in this story and the license stuff as well.

NexusPrime42: Don't know about Hydra Cap yet. Maybe.

Br0kenThOrn: Don't know which kids would like the royals, probably Yaoyorozu the most. But yes, Attilan, Atlantis, and Wakanda will be featured one way or another. Secret identities will play a role. New Warriors aren't really around right now but I like Cloak and Dagger so I'll bring them in and the New Mutants. Maybe not the Hellions just yet.

Marcelo08: Fair point about the Doom bots but Doom was just testing them there on a certain level.

Invitado: When Miles comes in, it'll actually be more the game version since that's my favorite.

MrMasterplan: Decided on a few battles so far, but still planning it all out.

Beetle: We'll see.

TheRealLePetite: While I do love the Eternals, I may not do them. We'll see how it goes.

ANNOUNCEMENT

Ok, so this is really big. I've decided to post my manuscript on Wattpad for everyone to read. That's right, my own original work will be free for you all to read if you want. My own original characters and storylines. It's one of the proudest things I've done and I was inspired by a lot of superhero comics as well as plenty of anime. Check it out of you can, my handle's the same and the story is called The Cloak Guard. It'll be released every Monday from now on.