Disclaimer: I own nothing. Max Steel is owned by Nerd Corps and Marvel is owned by Disney.

Chapter 1: A Hero's Opening

"Time…"

"Space…"

"Reality…"

"It's more than a linear path…"

"It's a prism… of endless possibilities… Where a single choice can branch out into infinite realities."

"Creating alternate worlds from the ones you know."

"I am The Watcher. I am your guide through these vast new realities."

"But one stands out among the others."

"One where a hero from a far flung corner of the multiverse, is brought to a whole new world of possibilities and changes."

"Join me as we watch Maxwell McGrath and N'Baro Acksteel X377 embrace an entirely new realm."

"One of marvels, avengers, guardians, mutants, and fantastic beings."

S.H.I.E.L.D. Research Facility, Gardiners Island, Long Island, New York, USA

As it is common practice for most military installations, there is a practiced drill for an evacuation of that base for whatever reason might come about, be it from a chemical attack to a possible bombing. However, many members of the research facility situated on Gardiners Island did not expect an alert to happen at 4:00 in the morning after a seemingly routine test resulted in the Tesseract becoming unstable. It was the director of S.H.I.E.L.D. who had tasked Erik Selvig, a renowned astrophysicist, to study the Cube and understand the immense power of the extraterrestrial object. Perhaps even find a way to harness that energy for the betterment of Earth.

However, it seemed like the energy within the crystalline block was more than expected.

Arriving by helicopter was the Director of S.H.I.E.L.D.'s right-hand man. Normally, Nick Fury would have come himself, but other matters had demanded the director's attention. That being said, the director of the extra-governmental counter-terrorism and intelligence agency still wanted to be updated, and he trusted no one better to give him all the details than the helicopter's current passenger.

The Helicopter bringing Agent Coulson flew over the evacuating S.H.I.E.L.D. personnel, ranging from soldiers, agents, and many scientists, all of the scrambling to their designated evacuation vehicle. Some were carrying binders filled with sensitive documents and research; others were packing prototypes into some vehicles. Either way, it was a mass exodus from the Eastern Research Division of S.H.I.E.L.D.

Only one agent wasn't evacuating; instead, he was standing at the helipad, waiting patiently as the helicopter touched down. The agent had brown hair, brown eyes, and a Caucasian skin tone. Unlike the other agents of S.H.I.E.L.D., this agent had higher clearance than most and was allowed a few more liberties, such as wearing more casual clothing. In this case, a leather jacket, undershirt, jeans, and combat boots.

Soon, the helicopter landed on the landing pad, and the passengers made a quick exit, seeing as there wasn't much time. The first off the helicopter was a woman with blond hair and blue eyes; she was about 5'8" and was wearing a white jumpsuit that had two holsters on both hips and a second pair of holsters on her back, each carrying a pistol. Following the woman was a Caucasian male with brown hair and blue eyes. Just like the other two, he was given more freedom in what sort of clothing he could wear, especially being the director of S.H.I.E.L.D.'s right-hand man. Wearing a business suit, the man stepped off the helicopter, and despite it still being dark out, he was wearing sunglasses.

Without wasting any time, the man approached the agent who was waiting for them.

"How bad is it, Agent Ward?" Asked the man in the business suit.

"That's the problem, Coulson, sir," replied Agent Ward, giving the man a wary look, "We don't know."

Heading into the facility, Ward began briefing the man and woman on what was happening and the situation that may come about. Passing through the tunnels beneath the research facility, the agent was leading the two to the main project of study at this specific station.

"Dr. Selvig read an energy surge from the Tesseract four hours ago," explained Ward, following just behind Coulson.

"Fury didn't authorize him to start the testing phase," stated Coulson, glancing back at the agent assigned here.

"That's just it; he wasn't testing it. He wasn't even in the room," elaborated Ward, "It was a spontaneous event."

It was then the blond woman spoke up, voicing her confusion, "So it just turned itself on?"

"Seems that way, Sharon," commented Coulson, glancing at the agent who accompanied him during the flight, "What are the energy levels now?"

"Climbing without any sign of slowing down," replied Ward as he got to the reason for the evacuation, "When Selvig couldn't shut it off, we ordered the evac."

Coulson hummed in thought. An unlimited power source acting up was never a good sign, and not being able to contain the energy was even worse. If that thing were to reach critical mass... things could get very messy.

"How long will the evacuation take?" Inquired the right hand of S.H.I.E.L.D.

"Facility should be clear within the next half hour, but we can't be certain," answered the agent.

"Then go make certain; no one gets left behind," ordered Coulson.

Ward nodded as he left to go help expedite the evacuation process, while the two agents continued their way down to the testing area where the Tesseract was being held and tested by Selvig and several other scientists. The cube had been in S.H.I.E.L.D.'s possession since World War II, dozens of experiments on it yielded plenty of information and granted there were some hiccups along the way. But none of those instances were as bad as needing an entire base to be evacuated, at least to Coulson's knowledge, and being the second in command to the Director of S.H.I.E.L.D., he knew a lot of things and his experience gave him plenty of insight.

"Coulson, you know we might not be able to evacuate in time," Agent Carter spoke up, getting Coulson's attention.

"So then we should tell them to get breakfast?" countered Coulson, knowing that Carter did have a point. With the rate of which the Tesseract was spiking in energy, they might not be able to evacuate the base in time. From what they can tell, the Tesseract has unlimited energy potential, a massive benefit to humanity… if they could find a way to harness it safely. Right now, that benefit might end up spelling the very end of humanity and the Earth as a whole if they can't find a way to keep the power from getting stronger.

"If we can't control the Tesseract's energy, there may not be a minimum safe distance," advised Sharon, having read up on the files regarding the Tesseract. If it did go off, they'd need to be in space to be safe from its blast.

"I hear what you're saying," replied Coulson as the two reached the outer door to the testing area where the Tesseract was being contained, "but right now, I need you to make sure the Phase 2 prototypes are shipped out."

"Are you serious right now, Coulson?" Asked Sharon incredulously, hardly believing that he was asking her to make sure some new project gets shipped out while a space cube reaches critical mass, "shouldn't we focus more on the energy cube that's about to-?"

"I understand your concern and honestly agree with you, but those are Fury's orders," interjected Coulson, knowing that Sharon would have some issue with those instructions, especially during a crisis, "as it stands right now, the world is still spinning. Fury wants every piece of tech and equipment from the phase 2 project loaded up and out as soon as possible."

With a tired sigh, Agent Carter nodded as she went to do just that, "Yes sir."

Coulson grimaced as he watched Sharon leave, quietly agreeing with her that in the given situation, getting some prototypes shipped out seemed far less important than getting the personnel in the facility to a safe distance. Equipment could be replaced, but lives couldn't. Despite that, he understood that in the long run, these devices could be crucial to maintaining peace and security around the world. Especially with newer and more dangerous threats emerging around the world.

Setting aside his personal opinions regarding Fury's orders, Coulson entered the main testing chamber where the Tesseract was being held. A massive open area akin to where old zeppelins were stored at airfields before they were considered a bad idea by the general public. Dozens of scientists and assistants were at work, all of them packing up equipment, measuring readings and power levels, anything that wasn't nailed down was being made ready to be shipped out. At the center of it all was an apparatus holding what appeared to be a glowing blue cube, the Tesseract.

"How's it looking, Dr. Selvig?" Coulson spoke up as he made his way towards the cosmic object, "Any chance of the situation improving?"

"The Tesseract is… misbehaving," stated a man, looking to be in his late 60's, his brown hair turning white, a few wrinkles on his face, and appearing to be the oldest scientist present.

Stepping around the cube, Erik approached Agent Coulson while one scientist approached to get a reading with a prod. The moment the tip got close to the Tesseract a flash of energy sparked, zapping the prod's tip, forcing the scientist to stop back in fear. Adding some evidence to Erik's statement about the cube 'misbehaving.'

"Didn't realize space cubes could throw tantrums," Coulson stated dryly as he and Dr. Selvig walked side by side towards some tables with computer monitors displaying readings from the Tesseract, "But now is hardly the time to make jokes."

"There's nothing to joke about," replied Dr. Selvig as he began briefing S.H.I.E.L.D. 's second in command, "The Tesseract is not only active, she's… behaving."

"You cut power as part of protocol?" Inquired Phil, even though he assumed that was hardly the solution to the given crisis.

"She's an energy source," reminded Erik, having studied the cube long enough to know that simply flipping a switch wouldn't solve anything, "We shut it down, she powers it back up. If she reaches peak level-"

"Protocols have been established for situation's like this," interjected Coulson, knowing that this isn't the first weird object that came into S.H.I.E.L.D. 's possession, "Utilizing power from beyond the Earth."

"This isn't like building a solar panel to absorb solar radiation, Agent Coulson," replied Erik, moving behind a monitor to check some additional readings, "We don't have a harness and my calculations are far from complete. She is also throwing off interference, radiation. Low level gamma rays, nothing harmful."

"Last time I checked, gamma rays can be very harmful, doctor," countered Agent Coulson, a silent reminder of what gamma rays can and have done in recent history.

"No doubt, but what has me most concerned about the Tesseract are the brief fluctuations of tachyons," informed Dr. Selvig, pulling up the most recent readings regarding the cosmic cube, and sure enough, there were sharp spikes in tachyons when previous reports showed no inclination of such particles being emitted from the Tesseract, "it's as if she's responding to a signal of sorts, but from what, I have no idea."

"Make sure you do know soon," ordered Coulson as he paused to look around for a moment, "Where's agent May?"

"Ensuring additional assets are being shipped out," said a woman's voice from Coulson's right.

Approaching him and Dr. Selvig was an asian woman, who appeared to be in her mid 30's, with dark raven hair, flashless skin, and was dressed in a standard issue S.H.I.E.L.D. uniform. Which was very form fitting, leaving little to the imagination, "Agent Coulson."

"Last time I checked when you were given this detail, you were to keep an eye on things," stated Coulson as both he and Agent May approached the Tesseract.

"My eyes are better suited for the skies, not underground testing facilities," replied May, her tone making it clear that she wasn't one for sitting around keeping an eye on things like a babysitter.

"Anything stand out while you were playing babysitter?" inquired Coulson, "Anything that might set this block off?"

"The only people who have been in and out of this area have been myself and Dr. Selvig," informed Agent May as the two stopped a few feet just shy of the tesseract. In the background, the two hard brief mentions of spiking, "If anything has been messing with this thing, it's been on the other end."

Phil paused for a moment, looking at Agent May carefully, wanting to make sure he heard her correctly, "'Other end?'"

"Yes," confirmed Melinda as she gestured to the Tesseract, "The reports say that the Tesseract can act as a doorway across space."

"Doors can be opened on both sides," stated the agent.

As soon as she finished that sentence, the ground began to rumble followed by a small flare of energy from the Tesseract. This flare was followed by another while the vibrations began to get stronger and more powerful. All across the facility, personnel paused what they were doing when they felt the ground beneath them tremble.

In the testing area, both Phil and Melinda were backing away from the cosmic cube as more flare ups began shooting out from it. Streaks of blue energy began to swirl around it like a halo of raw power, so much in fact that the closest machines, computers, and devices began shorting out entirely. Even the ground began shaking even more violently, so much so that the apparatus holding the Tesseract shook itself apart, throwing the cosmic cube out, creating a moment of complete silence. Every scientist and agent watched in collective horror, expecting the worst the second the cube hit the ground. However, the moment the tesseract hit the ground, a massive beam of energy shot straight up, punching a hole straight through the ceiling, through every single layer of concrete, metal, and rock.

On the surface, a massive beam of light erupted from the landing pad, just barely missing the helicopter that had brought Agent Coulson to the facility. High above, the beam came to a stop and began forming a large sphere of energy, with blue flares swirling around it. The sphere became larger and larger before it shrunk down for a second, before exploding with a massive flash of blue light and a shockwave of energy. The sudden explosion had brought every single S.H.I.E.L.D. to a stop, all of them expecting the worst to happen, but were all relieved when the explosion turned out to be much smaller than anticipated.

However, what no one expected was what appeared to be an object of something falling from the sky and crashing into the ground, creating a small crater. Through the smoke and dust, two voices could be heard. The possible risk of hostels was too much to ignore, forcing Agent Ward, who had gone back to help with the evacuation, to take action.

"All of you, with me," ordered Agent Ward as he drew his side arm and headed to the impact site.

A few agents, armed with rifles went with him to surround the circumference of the crater. All of them holding position as the smoke cleared and revealing a humanoid shape.

"Where the heck are we?" a young man's voice groaned as the shape became clearer and clearer.

The moment they heard a voice, all the agents switched the safeties off their weapons, the noise causing the unidentified individual to turn around. It definitely was humanoid, wearing a sort of blue, black and white armor that covered their entire body. With the unknown was a sort of robotic drone, with a small main body, large central optic, two long arms, matching the color scheme and design of the humanoid.

"By order of S.H.I.E.L.D., stand down, now!" Ordered Agent Ward, keeping his sidearm trained right on the unknown target.

"I get a distinct impression that we're not supposed to be here," commented the drone.

"You think?" questioned the humanoid rhetorically.

Being a hero meant being able to protect those who can't protect themselves, being a defender of justice and saving the day. Even when things seemed bad, Maxwell McGrath and N'Baro Aksteel X377, believed they could always be prepared for the worst case scenario, from power hungry maniacs, elemental monsters and toxic mad scientists, to a machine capable of devouring entire worlds. Even at their worst, the two thought they could at least defend their home city and their loved ones.

They were wrong.

Barely two months ago, an old foe reared its hideous face and cost Max and Steel their home city, and the former's closest friends. The young adult remembered fighting that thing, he remembered giving it his all, to be the hero he and Steel the people who put their faith in to save the day. While the enemy had been defeated, it had not come without a price.

Though his family and even Steel tried to console Max that he did everything right, the young man still blamed himself for not doing more. For not beating that thing sooner. For not saving more lives. For not…

Since that day, the eighteen-year-old blamed himself and every time he looked at his hands, they would tremble and he would get flashbacks to that day. His hands smeared with blood. The blood of the people he couldn't save. His best friends. Even the one he loved.

But there was no rest for the weary, because not long after, another foe of Max and Steel emerged. This one the two were all too familiar with, but with the villain, were the other foes, ready to finish things once and for all. Seeing the time where the hero was so vulnerable emotionally.

Max doesn't remember much, mainly because his head and body all ache currently. But he remembers a sudden flash, the feeling weightless for a moment, before his back hitting the ground. Hard.

Realizing he and Steel hadn't died, the young hero pushed himself up with a groan, "Ow," he moaned, feeling sore all over.

"Anyone get the number of that bus?" groaned Steel, a flash of light coming from Max's chest as he unlinked from the Steel Suit's chest plate.

"No," winced Max as he shook his head, clearing out any dizziness he might have, though he paused when his vision cleared just enough to make out their surroundings, "But I think there's a better question here."

"Huh?" Inquired the Ultralink as he turned around to face Max, who was looking out to a building.

"Where the heck are we?" asked Max, realizing that wherever they were, it wasn't where they previously were.

That's when the two heard what sounded like safeties being flicked off, prompting them to turn around to see several soldiers gathered around them, armed with weapons. The soldiers wore what looked like dark blue uniforms, with a badge on the front that had the image of an eagle on it; they were armed with some pretty futuristic looking guns. Not as fancy as the weapons N-TEK uses, but definitely more advanced than the military.

"By order of S.H.I.E.L.D.!" a man, at the forefront, armed with a sidearm ordered "Stand down, now!"

"I get a distinct impression that we're not supposed to be here," commented Steel, taking note of the soldiers surrounding them.

"You think?" questioned Max rhetorically, his patience a bit short, mainly because he had no idea how he or Steel got to wherever they were.

"This is your only warning!" Ordered the man again, taking a step towards them, "Stand down, now!"

"We got enough power to get out of here?" Asked Max quietly, keeping still to avoid causing one of the soldiers to begin firing.

"About 50%, more than enough," replied Steel.

"No sudden movements!" Stated the man, his weapon remaining raised.

Max frowned from behind the Steel Suit's helmet, not liking this guy's attitude, "Hate to break it to you pal, but we've never been good at following orders," stated Max as he crossed his arms over his chest and Steel shot into position.

"Go Turbo: Flight!" Shouted Max as he uncrossed his arms and Steel's arms snapped into position before the entire Ultralink slammed into his chest.

His entire body lit up with a bright cyan blue, pieces of the Steel Suit breaking apart. The intensity of the flash, forced all the agents surrounding Max and Steel to shield their eyes. From inside the flash, pieces of the Steel Suit began reforming into Turbo Flight Mode. This mode had four wings, just like a Dragonfly, giving Max incredible aerial control with a central thruster right in the middle of his back and additional maneuvering thrusters on his arms, legs, and the back of the wings. As soon as the flash died down, Max Steel shot into the air and took off before the soldiers could fire at them.

"Get Agent May to a Quinjet!" Ordered the lead agent as he and the other agents ran to whatever aircraft that wasn't being used for transporting supplies.

"Belay that order," interrupted Agent Coulson, who somehow managed to get topside fast enough to see the unknown entity completely change suits on the spot and take off faster than they could hope to catch up with, "Our previous orders still stand. Get everything out of here."

"But sir, what about whoever… whatever that was?" Protested Agent Ward, "We can't just leave it to roam around."

"You'd be right, Ward," stated Agent Coulson as he turned to Agent Carter, "Contact Director Fury, tell him we've got a cosmic runaway with a robotic drone out and about."

"And so begins a tale not unlike many others throughout the years."

"A tale where Max Steel embraces a new reality, new threats, and new challenges."

"And becomes Earth's Mightiest Hero."

To Be Continued…

Took way too fucking long to get this out! I'm really sorry, procrastination is my worst enemy, along with being overweight and trying to get into better shape. All I can say is I'm sorry, I hope you can forgive me.