Avengers: Agent-10

by Masamune X23

After a few years of peacefulness Ben Tennyson engages his nemesis in another battle for the fate of the universe but their clash results in him ending up in a world where heroes and villains constantly battle and aliens aren't citizens on earth. Will Ben be able to change this new world for the better like he did on his earth or will this world's greater evils bring him down?

33. Gamma Nightmare part 3

Merry Christmas and a Happy New Year everyone!

Hard to believe it's now the 6th year anniversary of when I started this story. My how the time passes by. I hope you all enjoy the third and final part of the Gamma World arc. Let's all try to enjoy this new year.

---

Chapter 33: Gamma Nightmare part 3

The team was walking through the tunnel of the sewers. They followed behind Ben who was now in the form of Eye Guy. He was using a combination of night vision, x-ray and binocular vision to navigate his way through the dark tunnels. The eyes in front of his body were lit up like flashlights, illuminating the area ahead as they walked about. Hawkeye was walking behind Black Widow, keeping a watchful eye on her. So far, they had been walking for a few minutes running into no trouble as it seemed the Leaders army were unaware of their current location. That was good as it gave them a chance to approach undetected, perhaps they'd catch the Leader by surprise. Doubtful but one can't help but remain optimistic that things might change.

"How much farther do we have to go?" Samson asked as they followed their guide.

"We're almost there." Eye Guy replied as he continued to navigate the maze of tunnels. His eyes also kept a look out on the surface as they silently passed under the gamma's walking above them.

The group silently walked and as they did Jessica had a scrunched-up face due to the smell. Samson also showed some discomfort but everyone else was handling things better. Banner gave no reaction as he was used to uncomfortable surroundings from all his time on the run and hiding. Black Widow and Hawkeye showed no signs of being bothered, while Eye Guy was unfazed. It helped due to the fact he didn't have a sense of smell due to his lack of a nose. The same couldn't be said for Jennifer who had a cloth on her face for a makeshift mask.

"Are you going to keep trying to burn a hole in me with your gaze Hawkeye?" Natasha suddenly broke the silence as she kept walking, without turning around to see the archer on her six.

"I need to do something to pass the time." Hawkeye remarked with an unyielding look. "Also, despite the precautions taken I'm keeping my eyes on you because I know how good you are at escaping when other think your secured."

"Nice to know you still think I'm so capable despite the restrictions." Natasha smirked while continuing to march.

"You know, I can only wonder what it would be like to prosecute you." Jennifer suddenly mentioned earning the red heads attention. "I mean, how would a case like yours even be dealt? What's the process for putting a national traitor who was a former Shield Agent in prison? Do you people just imprison them right away without due process?"

"Considering I was locked up without a trial then yeah I can say that's how it would go." Hawkeye recalled with displeasure how he was locked up without getting to speak his side of things.

"Clearly the justice system could use some work." Eye Guy remarked while recalling how things were now much better and different back on his earth. Thanks to new technology, changes to process and more importantly new bills that were passed, the justice system of his world was finally more respectable and trustworthy. It's a shame this universes justice system is still basically how his worlds used to be.

"If I had a dollar every time someone said that I'd be richer than Stark." Jennifer joked.

"I don't know whether I should find that amusing to hear or sad to know." Eye Guy added before suddenly stopping in place and everyone did as well. They all noticed his eyes looking upward.

"Why'd you stop?" Natasha questioned a bit tensely wondering if trouble was about to find them.

"We're at the first drop site." The alien remarked before turning to face them, specifically Banner. "Get ready Banner, this is where the Hulk will shine in proving he's the strongest man on earth."

Banner wanted to take a deep breath to prepare himself. However, he refrained due to the fact he was in a sewer where everything smelled putrid. So, he settled for a small breath instead as he closed his eyes. Getting into contact with his other self as the two got on the same page.

When Banner opened his eyes, everyone saw they were now green and glowing.

---

The Leader scowled in annoyance at what had been occurring in his new city. Those foolish intruders had dared to invade his territory and launch an attack against his forces. Foolishly they had gone after his gamma generator with the intent to blow it up. How pitiful for them to think it would be so simple like shooting a fish in a barrel. The force field did its work, protecting his precious invention while his army of flying gammas went on the offense. His opponent's response was to deploy a few of Starks other armored suits to fight against them, which included a Hulk Buster armor. A clever move but nothing to be concerned about, the sheer numbers would be too much even for that.

He almost smirked when Vector made their aircraft crash. However they continued to stubbornly persevere against him, so he had mobilized his ground forces to their location. He intended to surround and eliminate them before they could try and escape. To his irritation however, they managed to do just that. Thanks to that blinding flash of light he and the others were left seeing nothing but spots for a while. When he finally regained his sight, he learned that they had left. Seeing through the eyes of his people he searched for them but found no sign.

Not only that but his air forces were being slowly but surely taken down. Those autopiloted armors of Iron Man were operating with efficiency and teamwork. So, he ordered them to head for the city to lure them into a ground battle. With his overwhelming land forces those tin toys would be torn apart.

"Now what will they do in response?" The Leader thought as his large brain and mind began running scenarios of the limited possibilities his enemies would take against him.

One possibility was that they'd head for the building he was in to try and take him down. No doubt assuming that if he was knocked out then he couldn't control his army anymore and they'd become inactive or easier to handle. That wouldn't work since he already implanted a secret order into their minds if that happened.

The second one would be to destroy the building. Such a collapse and fall could damage his generator. However, he knew they wouldn't do that. Such destruction would cause a few deaths of the transformed citizens below which he knew they didn't want to risk. They were hopelessly predictable like that. Although he wouldn't rule out that the government would authorize that option if they got desperate enough. Not that it would work since he had Vector for that very reason. With his powers he could levitate the device to safety, so it didn't fall with the building.

The third one would be going after his force fields power source to allow them to be able to destroy it. Little did they know that he had already planned for that as well. The forces waiting for them there would make sure they failed. If by some chance they managed to emerge victorious then they'd have to head for his building. With the ground forces he set up between both locations they'd have no clear path. Such extensive fighting would wear them down and make them easier to beat.

He knew that given how they weren't spotted yet they must be moving somewhere he didn't have eyes on. The only place devoid of his gammas were the sewer tunnels. He could send them down below to seek and destroy but refrained as he knew it would be a tactical disadvantage. Fighting in narrow places was always a hindrance to large numbers. Besides, he was familiar with the layout of where he installed the generator and knew there was no underground access to sneak inside. They would have to come out from the nearest manhole and make their way to it.

"RRAAAAAAAAAAAAAAAAHHRRG!"

The Leader blinked at the echoing loud noise he heard which was unmistakably familiar. "Ah there you are my old foe." He smirked as he sensed a few of his gammas spotting his rival. "Welcome to my kingdom Hulk, now allow me to give you a proper gamma world welcome."

He pressed the band on his head as he sent out his thought waves and ordered his army to go greet him.

---

"HULK SMASH PUNY MONSTERS!" Hulk declared as he pummeled another transformed citizen.

Ben had told him to take out the enemies quick and decisively. Knocking them out as fast as possible to not prolong things more than necessary. Which was why Hulk had been focusing on deliver blows to their heads knowing it was the fastest way to knock them out. Some would worry this might cause brain damage but after fighting the first batch at the Cube, Ben gained a good perspective on them. He knew the irradiated people possessed a small healing factor. Nothing like Wolverine's thankfully but enough to recover faster than a regular human. So long as Hulk didn't fracture their skulls, they should be able to recover properly and wake up after several long minutes.

That was of course risky as well since if they didn't accomplish the task fast then the knocked out would reawaken and rejoin the army. Hulk would then be swarmed by the fresh arrivals and return of the defeated. Ben wasn't sure how long Hulk could hold them back after that.

Which was why he was currently running towards the Leaders building alongside Black Widow and Samson. The team had split up into two groups with She-Hulk, Hawkeye and Spider-Woman going after the power source. They had separated once Eye Guy located the power source and gave the second team the directions they needed to reach it. Truthfully Ben would've preferred it if they all went together but time was a luxury they didn't have. Plus, if they went to one location the Leader would box them in from all sides. No, they needed to divide his attention and forces as much as they could.

"Out of my way!" Eye Guy shouted at some stray gammas that were ahead of them. He fired several electrical eye beams at them. The shots met their marks as the enemies became stunned on the spot. Natasha then seized the opportunity and fired several darts from special guns she was carrying. The darts connected with each one and delivered a special serum into their bodies. Suddenly they began to screech as their bodies seemed to shrink a bit before they fell over passed out.

This was a special serum created by Banner. A sort of antidote to gamma radiation. While it couldn't revert someone back to normal it could make them weaker and lose consciousness. A useful thing to avoid needless fighting and continue straight to their main objective. However, Natasha also had to think conservatively since she only had so many shots and only two extra clips of ammunition to reload. Ben's team ran as they saw the building up ahead. As expected, a noticeable group was gathered at the front door.

Eye Guy signaled the team to stop right before he transformed into Echo Echo. The group came charging at them once they made eye contact. The sound alien waited till they got a bit closer before he split into five and unleashed a powerful sonic wail that covered the whole block.

All glass windows around or nearby shattered as the high noise was too much to withstand. Thankfully since his teammates were behind him, they weren't harmed although they did cover their ears due to finding the noise irritating. The gammas however soon fell as they couldn't stand the loud bombardment on their sense of hearing. Once they were down Echo Echo turned into Four Arms and grabbed hold of Natasha and Samson.

"Up we go!" The alien declared as he ran a few steps before jumping high into the air. The three rose a couple of stories high before they came crashing through the glass window and landed inside. Immediately they saw they weren't alone however as there were over a dozen gammas now glaring at them.

The irradiated humans screeched before lunging at them. Immediately Four Arms charged to meet them and quickly deck two of them with a left and right jab from his upper arms before grabbing a third and throwing it out the window they came in. The fourth one came up and tackled him, pushing him back a bit but the alien held strong. Four Arms bent over a bit and grabbed him by his waist before lifting him upside down and then slamming him headfirst into the floor. The force made the creatures skull plow right through.

Samson dealt with the fifth and sixth ones as he fought them hand to hand. Their strengths may have been close in levels but Samson had the edge in having a clear mind for planning unlike his opponent who were fighting like wild animals. Taking Ben's advice for quick knock outs, he concentrated his attacks on the enemy's craniums. Every blow causing more and more disorient until they finally blacked out and fell.

Black Widow fired her usual stingers at the seventh and eight targets. Her weapons rapid continued fire made them stagger back as they were crossing their arms to try and cover their faces. She saw the remaining four coming at her but before she could make a move in retaliation Ben spoke up.

"GET DOWN!" Four Arms shouted at Natasha as she paused for a second before deciding to comply and dropped herself to the floor. She saw the reason why when the alien gave a hard clap with all four of his hands. The action creating a loud thunderclap shockwave that blew out all the glass windows in the floor. The four targets were suddenly blown out the windows as if thrown out by a cannon. Natasha had to grip the carpet floor when she felt herself being pushed back.

With those four now gone the tide went the hero's way. Soon enough all the remaining gammas were incapacitated.

"Okay guys let's move on." Four Arms declared as they proceeded ahead.

"There's only two ways up and that's either the stairs or elevator which isn't working since the building has no power." Natasha reminded him on the last part. Anything she was about to say next however was cut off as they heard a noise.

Thump Thump Thump Thump Thump

"Guys we got incoming." Samson alerted them as they heard the unmistakable sound of several footsteps.

"The stairs!" Four Arms yelped before rushing towards it. He opened the door and looked down to see a horde of gammas running up the stairs from the lower floors. "Every stay put!" he ordered before he transformed into Gutrot and closed the door behind him as he entered. "Over here you zombie wannabes!" he called out right before he began formulating a chemical reaction in his body and jumped off the ledge.

Immediately he began blowing out massive amounts of purple gas as he plummeted to the lower levels insuring it quickly filled the whole staircase. Once he reached the bottom, he grabbed one of the iron bars of stairs and stopped his fall. A few gammas were right before him as they grabbed him and pulled him forward before they started pounding on him. Gutrot just took a defensive stance as he just focused on blocking while continuing to release tons of gas. Its effects soon started to show as the gammas aggressive assaults started to slow down. They shook their heads as if trying to be rid of something which didn't work. The air was becoming almost misty as the purple gas was filling the room so much that their visuals were becoming obstructed.

Soon enough the entire staircase became shrouded in purple as nobody could see. The gammas who had been pouring into the staircase were now all passed out on the floor. Several even looking like dead animals with how their mouths hung open and their tongues were laying out while drooling. It was almost comedic to look at really.

Slowly Gutrot got up as he held his sides. That pounding he took made him feel a bit sore but thankfully it didn't seem like anything was bruised. With a flash he turned back into Eye Guy who was holding his breath to not inhale the gas. Quickly he used his enhanced sights to see clearly through the fog and quickly made his way back up the stairs. Jumping upward and grabbing onto the stairs railings to avoid having to sneak past all the bodies without disturbing them. He soon reached the door he came in from and quickly opened and closed it as he rejoined his teammates. Immediately taking a deep breath as he felt relieved to breathe again.

"Well good news is their backup is now incapacitated." Eye Guy mentioned before frowning. "Bad news is the stairs are now officially closed off to us."

"How long will that gas last?" Natasha asked.

"Too long for us to wait." He answered before looking across the room. "Guess we'll have to take the elevator."

At that everyone blinked. "But Ben there's no electricity in the whole city." Samson reminded him.

Eye Guy reverted to his human form as Ben smirked. "Who says we need it." He then pressed the dial as he contacted the other team. "Omnifarious to Bowman come in."

"This is Bowman over." Hawkeye's voice answered.

"We've entered the building and are about to make our way up." He said while beginning to walk to the elevator. "What's your status?"

"We're making our way through."

"Alright then we'll check back for an update in a few minutes." He then hung up right as they reached the elevator and he turned to Samson before gesturing to the doors. "Would you mind?"

Samson nodded before stepping forward and clasped his hands into the crevice. With his enhanced strength he pulled the doors apart to force open the interior to them.

"Thanks now for my part." Ben said before transforming into Upgrade. He quickly merged with the elevator transforming it into a black box with a green circuitry lined interior. The lights inside coming to life as it was powered by Upgrade himself. The aliens eye formed in the center as it looked over his teammates. "Next stop the top floor, curtesy of the deluxe elevator for VIP's."

"Must you always make jokes." Natasha asked with a dull tone.

"If jokes didn't exist then people wouldn't ever laugh and cheer up." Upgrade shot back. "Besides you don't get to judge my habits got it." He said the last part with a stern glare from his lone eye to keep up the charade.

No one else said another word as they entered the living elevator. Upgrade closed the doors before beginning their ascent to the top floor. He knew it didn't lead all the way to The Leaders floor but they'd get close enough to save time and distance from if they had taken the stairs.

"Your transformations are truly something." Samson spoke up in slight awe at the variety of powers Ben seemed to own.

"Although I question why you didn't just fly us up to the top?" Black Widow questioned in wonder.

"Too risky with all those flyers out there. If any of you fell from high up you'd either die or be severely hurt. It's better this way so we can stay together and you can all fight without trouble." Upgrade replied.

"This is going to save us a lot of time and effort either way in reaching the top. We shouldn't have any trouble at this point in reaching The Leader." Samson said only for Upgrade to suddenly look alarmed.

"Dude! Please tell me you didn't just-"

THUD

The two riders froze at the unmistakable sound of something big and heavy crashing above them.

"Jinx us…" Upgrade finished in displeasure as he sank his eye back into the walls to see what was happening above them. Alarm surfaced when he saw a gamma with noticeably sharp claws holding the support cable. "Oh crud."

With a single swipe, it cut the cable and the elevator began to plummet to the bottom floor.

---

Meanwhile in another part of the city, Hawkeye, Spider-Woman and She-Hulk were standing over a rooftop. All three were looking at the location Ben found the force field power source was in.

"You know, sometimes I swear villains just have a lot of nerve." She-Hulk remarked in displeasure.

"You have no idea." Spider-Woman added in equal unhappiness.

The reason for both heroines being upset was because of where The Leader had set up the power source. It was in none other than Forum Shop Mall of Caesars Palace. The most popular tourist district where they went to make purchases.

"Of course, he'd decide to set up in a place named after a renowned king." Hawkeye rolled his eyes at how shallow the gamma villain was being. It goes to show the ego's some people have. Heck Tony Stark was a good example of that despite him not being an evil maniac.

"I went shopping here once, it was enjoyable." Spider-Woman recalled during her time off after completing a mission in Vegas when she intercepted a secret exchange where someone was attempting to purchase classified information. The buyers were all knocked out while the seller she personally brought in after seeing his stolen property. "I'd hate to see the place get wrecked badly."

"We'll try to keep damage to a minimum, can't say the same about our enemies though. They may just go nuts and trash the whole place to try and beat us." She-Hulk added on the dilemma.

"Let's go." Hawkeye ordered, pulling out an arrow and firing it as a cable was extended between his bow and arrow. The arrow hit the side of the wall and the archer secured the cable before connecting his bow to it as a makeshift zip line.

"I could jump you there to save you the effort." She-Hulk offered.

"And make a loud landing in doing so, no thanks." Clint immediately declined. "Be sure to follow my example so you don't give away our position." He told before jumping off the roof and zip lining to the building.

The others followed his lead with Spider-Woman spreading out her arms as she jumped and glided after him. She-Hulk on the other hand waited a moment for Hawkeye to get further away before she leaped high into the air. She soared a far distance before gravity started to make her fall. Quickly she grabbed Hawkeye's cable to stop her fall, the line secure enough to handle her sudden weight. Right away she started swinging her arms forward one at a time, gripping the cable and moving herself forward at a steady pace. Soon enough she made her way to the others who were all already ready and preparing to infiltrate. Hawkeye took out his high-tech binoculars and looked inside through the glass roof.

He spotted a few stray gammas walking about but nowhere near as many as there could've been. That already raised suspicion in the archer's mind. It could've been that The Leader's forces were already spread too thin all over the city and Hulk's appearance has drawn in most of them. Nevertheless, he would remain on guard as his training demanded.

"You see the power source?" Spider-Woman whispered.

"Negative, it must be hidden further in the mall." Hawkeye answered while putting away the binocs. "Let's make our way in." he took out an arrow and cut the glass window forming a large opening.

With that they proceeded to sneak inside, avoiding unnecessary noise. The interior was darkened with the lights off, yet they could still see plenty due to the radiation giving the place a faint eerie glowing look. Silently they snuck around the mall, looking for the power source while trying to avoid the gamma's patrolling around.

GROOOOOOOOOOAR!

And just like that everyone froze at the loud roar heard as Hawkeye looked up to see a spider like gamma come out of hiding in the ceiling. Clearly having been hiding as a scout for possible intruders which it just found.

"So much for the element of surprise." Hawkeye said right before loading and firing an arrow at the spider gamma which jumped down to avoid it. The situation got worse as several other gammas came running after hearing the call from its brethren. There had to be at least a few dozen coming at them now.

"I guess it's a party now." She-Hulk smirked while cracking her knuckles eagerly.

"The Leader has a lot to learn about quality over quantity." Spider-Woman added taking a fighting stance.

With that the three heroes charged at their enemies. Spider-Woman started the party by firing her venom blasts at the ones in the front. Her blasts stunned them, causing them to momentarily freeze on the spot which was all She-Hulk needed to instantly knock them out after a few quick strikes to their heads. Hawkeye shot at the ones in the center line, each arrow connecting to their chest and delivering a high voltage shock to their nerves. It took a few second before they finally fell over paralyzed. Spider-Woman the blasted the ones in the rear before both female heroes engaged in hand-to-hand combat with them. The gammas might've been physically stronger than Spider-Woman but she was smarter, faster and better trained. Plus, her own physical strength was great enough to harm them which showed as with every punch and kick made them flinch. A few combos later and they were incapacitated.

"Tell me are you enjoying yourself?" Spider-Woman asked She-Hulk, knowing how she hadn't been in much combat. The last time was when Abomination came after her and she allied with Ben to stop him.

"I can't deny this is certainly a nice change from my usual job." She-Hulk remarked before punching another gamma across the face and following that up with jab to its gut before finishing with an uppercut that knocked it out cold.

As a lawyer she was used to fighting with words, evidence and determination to defend her clients. However, she also couldn't deny that she sometimes enjoyed working outside the law. She's come to see that when it comes to super villains, while they also deserve due process they also needed to be dealt with. She had no trouble defending a criminal who she believed only broke the law due to blackmail, illness, coercion or etc. The others however, those who willingly and even delighted in breaking the law she wasn't willing to defend. Considering how some of them even managed to escape imprisonment and cause trouble again, she knew that some action would be appropriate. Plus, she couldn't deny that there was a certain kind of enjoyment in beating villains. She could name a few that had been smart enough to manipulate the law or use it to their advantage. It was something that angered her, to see the rules made to protect people being used for the criminal's advantage. To see those who are supposed to protect or serve the innocent turn a blind eye or ignore them due to bribery, blackmail, coercion. When she learned of people like that, it made her sometimes question her job. But then she remembered the reasons why she became a lawyer in the first place and all that's she's learned on the job ever since.

She-Hulks thoughts eventually broke when she realized that the last gamma had been defeated.

"That's takes care of these guys." Hawkeye stated as he saw no more opposition here.

"Let's move on then, the power source should be close." Spider-Woman mentioned before taking to the air and gliding ahead to scour for more hostiles.

The other two following right behind her as they made their way further inside. Once they did the three of them soon reached the very center of the mall where the statues were located inside the Greek like arches. They saw the device acting as the power source located right above it. Connected to the ceiling by large cables and resembling a sphere like containment chamber of some kind it was emitting a yellow glow no doubt from the electricity coursing inside.

"Looks like we found it." Hawkeye observed the target.

"Oh, you found it alright."

Immediately the three heroes tensed and became alert as they heard another voice speak up. From several dark corners in empty stores came out the Wrecking Crew which Hawkeye and Spider-Woman recognized from their files. It was just as Ben had thought, the ones that were previously beaten were now back in action. They weren't the only ones however as Wasp and Ant-Man also stepped out of the shadows. The three heroes looked at the former avengers with displeasure at seeing their appearance.

"Man, they look worse than I was expecting." Hawkeye thought after seeing their current state.

"Well look here boys, seems we got Robin Hood and his two lovely sidekicks." Wrecker taunted as the group chuckled.

"You're the Hulk's cousin huh, who would've thought you'd be such a babe." Piledriver greeted She-Hulk while eyeing her up and down with an appreciative look. "I gotta say you're the best-looking sweetheart in green I've seen. How about coming over on the winning side where it's fun and profitable?" He flirted with clear hints of lust.

The green heroine gave him a repulsed look. "I'd rather get sued for everything I own."

"Your loss bade." Piledriver shrugged unbothered. "Though it's a shame we're gonna have to mess up that pretty face of yours, especially since your one of us."

At hearing that, She-Hulk got an offended look and glared at him. "I'm not one of you, our powers may share the same origins in radiation but I'm not a piece of scum like you four stooges."

Wrecker narrowed his eyes with a smirk. "You know, I've always wondered how tough the cousin of the Hulk is." He smacked his crowbar on his palm eagerly. "It's obvious you aren't as tough which makes me wonder if you'll even be worth the effort, especially since you're a woman."

"Oh no he didn't." Hawkeye thought, knowing those kinds of comments were not appreciated by any women. Especially by those who worked hard to prove they were as good as men. That wasn't even taking into account the fact this one had powers. And it was proven true as not only She-Hulk and but also Spider-Woman developed enraged looks that were barely restrained.

She-Hulk cracked her knuckles in her hand while now having a dark smile that promised pain to these pigs. "Just for that sexist remark. I'm going to do as my cousin would say and smash you!"

"And I'll personally try my best to silence those stupid mouths of yours." Spider-Woman added with equal contempt as she glared at them and flexed her fingers. "You'll be in hospitals for weeks trying to relearn how to talk."

With that the two women ran at the pompous men while Hawkeye sweat dropped as this may get messy.

---

"RAAAAAH!" Thor battle cried while knocking away another gamma that got close to him. He then brought up his hammer to block a punch from Abomination. The Hulks rival winced as he pulled his hand back and shook it in pain. That created the opening the Asgardian needed to swing his hammer and bat his opponent right through an empty restaurant window.

Thor had been fighting nonstop ever since Abomination made them crash land out the building. The prince of Asgard had been in a near stalemate with the villain at first until he used his gamma booster to make himself stronger. After that the tide started to turn against him as Abominations strength rivaled his. He had seen firsthand how different fighting the villain was from Hulk. While the Hulk fought with aggression like a berserker, Abomination fought more like a trained warrior, a dishonorable one that is. Given the fact he was getting assistance from other gammas that were nearby. Those Thor could handle easily enough when fighting one at a time. Something he learned back at the Cube before getting dogpiled and captured. However, while Abomination was trained Thor had centuries of combat experience compared to the mortals' short decades. Sure, he wasn't as smart in mortal knowledge or knew their fighting styles but he did have instincts honed from countless battles. Plus, he was also a quick learner when it mattered as he was about to show them all.

Thor began swinging his hammer as Abomination came jumping out the restaurant. When the Hulks rival got closer Thor charged to meet him and engaged in close combat again. Abomination began with a right cross which Thor blocked by grabbing his wrist and then swinging his body around to toss his opponent to the ground. He then jumped into the air to bring his hammer down on Abominations body. The villain had the foresight to roll out of the way as Thor struck the ground causing it to shatter into a small crater. Shards of concrete flying everywhere as a result as Abomination shielded his face from the rubble.

A few more gammas came to Abominations aid. Thor however, had enough of them and flew up to get out of their grabbing range. He raised his hammer upward, drawing power from the heavens as the sky darkened and thunder clouds formed. Lighting sparked from them as several large bolts struck Thor's hammer. The Asgardian then showed those radioactive mutations why he was the god of thunder. Swinging his hammer downward he fired several bolts of lightning from the sky that struck the gamma's. Electrocuting them as they fell over, paralyzed by their nerves becoming numb. With them gone, Thor returned his attention back to Abomination. Swinging his hammer rapidly he built up power before descending and firing a large lightning burst at the villain.

Blonsky barely had time to cross his arms to try and defend himself. The lightning striking his arms and burning his skin as he was slowly being pushed back as Thor kept pouring out power from Mjolnier. The intensity continued as Abomination felt his arms starting to numb from the burning sensation. Thankfully for him however, Thor's attack finally seized as Blonsky saw his arms were partially burned and aching quite a bit. However, his own healing factor would fix those in time, unfortunately he didn't have any right now as Thor flew at him. The Asgardian went for a left swing but Abomination ducked as he flew over him before grabbing the thunderers leg and pulling him forward to slam him on the ground. He then made to curb stomp him but Thor delivered a backhand swing from his hammer to the villains shin.

Pain erupted from his leg as he reacted out of reflex by grabbing his leg and hopping on his other foot. Thor found a sense of amusement in the sight before continuing by throwing his hammer. His trusty weapon nailing Abomination in the gut and knocking the wind out of him as he fell on his back, the hammer now preventing him from rising. Thor followed that up by running at his pinned enemy and leaping into the air. As he descended over his opponent, he quickly called back Mjolnier which flew off Abomination and into Thor's waiting hand which he then swung down… right onto the gamma enhancer.

The piece of tech didn't stand a chance against the power of Mjolnier. Despite having been reinforced by The Leader it simply couldn't handle the immense power of Thor's enchanted hammer. The enhancer was basically vaporized as it was blown into atoms. That wasn't all either as the pain Abomination felt from the sudden lose of power and from where he was struck in his chest almost made his heart stop from the shock. Luckily for him it didn't but the damage had now taken him out of the fight as he had blacked out from the trauma his body suffered. The extra size to his muscles now receding to normal as the extra power left him.

Thor panted a bit after all the fighting he did and wiped his forehead. He must've fought nearly a hundred enemies after getting knocked out the building. It was fortunate he had learned from his last battle to prevent them from enclosing around him. Otherwise, the outcome would've been the same as last time.

His thought was interrupted when he heard something falling from the air. He turned around just in time to see what looked like Ironman crashing through the roof of a store which was then engulfed by an explosion.

"IRONMAN!" Thor shouted in horror, immediately going to the crash site. He ran through the now roaring flames and reached the wrecked suit. Immediately fearing the worst as he saw no movements, he kneeled and gripped the faceplate and tore it off to check on him. Only for confusion to replace his previous emotions as he saw nothing inside. "What in Odin's beard?"

The sound of another crash got his attention as he ran out to see another suit of Ironman now wrecked on the street. He ran to it and tore the faceplate off to see that it was empty of anyone as well. He looked up to where it might've fallen from and saw a few gammas in the air fighting Ironman's largest armor he heard was called the Hulk Buster. Recalling seeing Tony turn into a monster, the thunderers mind began to run and he now understood that Ben must've brought those suits to help fight the Leader's forces. Deciding to give aid to the pilotless machine, Thor spun his hammer gathering power as the clouds began to flash again. He raised his hammer to the sky and lightning bolts shot down from the sky, striking several of the fliers and knocking them out of the sky.

The Hulkbuster armor however began to descent in a controlled fall. It seemed the damages it sustained from all the fighting had finally become too much to remain airborne. It managed to land on the ground before it fell over from loss of power as it's arc reactor had sustained extensive damage. Thor looked up trying to see if there were other armors but saw none, at least he also didn't see anymore flying gammas. That showed they were all likely taken down now and the Leader had no more air support.

"Now to go face him." Thor declared before swinging his hammer and taking off back to the sky.

---

The black and green elevator came crashing through the roof of the top floor it could reach. An engine nozzle on the bottom was spewing out propulsion flames which was what it used to rise up so fast. The doors of the elevator opened as both Samson and Natasha jumped out while Upgrade separated from the elevator. They looked ahead of them to see The Leader on top of a pillar of some kind. He wasn't alone either as the U-Foes and Absorbing Man (already prepped for battle in a metallic form of some kind) were there along with gamma Ironman and Cap. The sight of his two allies again would've brought a frown to Upgrade if he had a mouth.

"So, you finally made it here." The Leader spoke in half interest, not looking worried.

"Yeah, well we ran into some traffic while walking here. The streets were just so crowded with rude people." Upgrade remarked with clear dislike in his techno voice.

"Judging by how your teammates haven't changed I believe that means you received a gamma vaccine of some kind. No doubt created by the Hulks pitiful weaker half Banner or was it you Samson?" The Leader asked in minor curiosity but received a silent glare from the man. "Quite a shame, you all could've become a part of the new world I'm making."

"Sorry but we're here to put things back to the way they were before you created this spreading mess." Samson declared while eyeing the group with hostility.

"I commend you for making it this far. Your use in bringing Starks armors was an interesting move along with recruiting the Hulks cousin to aid in your endeavors. In case you're not aware, those suits of armor have all been dealt with now though I suppose the fact they're removed my air forces is something you can rejoice at." The Leader remarked as Upgrade looked out the window to indeed see that both the suits and flyers were gone.

"Well, that's good for us then. Which means now we have less to worry about." Natasha mentioned while aiming her wrist shooters at them.

"Which I intend to make you experience but not before I give Vector a beating for making me crash." Upgrade added while glaring at the villain for that.

Vector smirked. "Don't think things are going to play out like before."

"Your outnumbered and outgunned this time." Absorbing Man pointed out while punching his palm eagerly for a fight.

"Oh, I'm sure it will." Upgrade shot back before transforming into Diamondhead. "Cause after all, history has a tendency to repeat itself and for people like you I bet it's a common occurrence."

CRASH

Nearly everyone in the room were startled as they turned to the shattered window. They saw Thor land into the floor who looked ruffed up from no doubt extended fighting. The Asgardian blinked in surprise as he saw all the new occupants in the room. He glanced from the villains to his comrades before smiling in delight.

"Comrades!" Thor cheered before looking to the woman standing beside them. "And red haired woman who I've never seen before?" he paused in confusion. "Is she a new ally?"

"You can say that." Diamondhead vaguely said before turning back to the villains. "Now let's take care of things."

"Yes let's." Thor tapped his hammer in his palm with eagerness.

Without another word the heroes charged while their opponents minus the Leader did the same thing. Diamondhead went straight for Vector, Thor confronted Absorbing Man, Samson was double teamed by Vapor and Iron Clad while Natasha took on X-Ray. Gamma Cap and Ironman were attacking wildly going after whoever was closest. Which happened to be Ben for Ironman and Natasha for Cap.

"Come on Tony don't make me do this!" Diamondhead pleaded to his former team leader while gripping his wrists to hold him back. "Nat a little help here please!"

Natasha flipped over Gamma Cap and after dodging X-Ray's hands she grabbed her pistol and aimed at Tony. Before she could fire however her weapon was suddenly yanked out of her hand and it flew to Vector. The villain then proceeded to crush the weapon and its contents.

"Did you think it would be that easy?" Vector taunted as he dropped the wrecked cure to the floor.

"You just added another reason why I'm going to enjoy kicking your butt even harder than last time." Diamondhead swore before pushing Tony away and raised his hand at him. Suddenly crystal pillars rose around the gamma avenger and formed a prison around him, trapping the former hero inside. His arms hanging out and only his face being visible which showed an angrily displeased look.

"Then allow me to add another." Vector said before using his powers to lift Natasha off the floor and then threw her aside. She was thrown so hard that she went right through the glass windows and began to plummet.

"Natasha!" Diamondhead called out before immediately turning into Jetray and flying after her. The manta like alien dived out the window just in time to see Natasha fire a grappling hook from her wrist shooter. It luckily managed to pierce into the building and stop her fall. He flew down and wrapped his tail around her waist. "You alright?"

"Oh, I'm just peachy." Natasha remarked in annoyance at what just happened.

"You still got your back up pistol?" Jetray asked earning a silent nod from the redhead as she showed it in hand. "Good I'm going to need it for a second." He took the weapon from her as she disconnected her cable before they both flew back up and into the top floor. "We're back!" he declared right before dropping Natasha and flying right into Ironman as he carried him across the room. He didn't stop there either as flew by Cap and wrapped his tail around his neck before pulling him along for the ride. The extra weight from both slowed his flight speed but he still moved fast enough to crash Tony through a different window as they all exited the building. Jetray guided their fall as he led them to the rooftop of a smaller building nearby.

The three fell on the new rooftop as they rolled on the ground from the speed they came in. Jetray regained his balance and hovered a few feet up while the two gamma avengers got up and roared at him before charging. The manta alien flew up before aiming the pistol and firing a shot at Cap. The gamma soldier dodged it by springing to the left to Ben's surprise before side stepping right to avoid a second shot, he then leaped at the alien. The manta alien flew up to avoid getting caught.

"Great so even as a mindless monster he still has some fighting instincts." Jetray thought in annoyance before firing his eye beams, managing to hit and push the soldier back. His assault was disrupted when Gamma Tony grabbed him by the tail and slammed him into the ground. Jetray turned to fire at Tony but was lifted and slammed down again before he could do so. Having enough of that he switched forms into Four Arms who's lack of a tail freed him from his fellow avengers grip. He quickly turned around and gave a straight punch to the gammas jaw making him turn and stumble back a few steps. The alien was then tackled from behind by Gamma Cap who then started using double hammer fists on him. Four Arms crossed his arms to shield himself before bringing his legs back and kicking the soldier off him before flipping himself up.

Gamma Tony tried coming up from behind but the alien saw him coming. He grabbed a thrown punch before twisting the arm around him and grabbing his other arm and holding it behind his back. He brought the pistol to prepare to inject him but the gamma gave a reverse headbutt that weakened Four Arms hold over him enough to escape. Gamma Cap came charging back and the alien grappled with him with both trying to overpower each other. When Ben saw Tony coming at him again, he his lifted Cap over his arms and threw him at the billionaire. The two gamma avengers fell over each other and fumbled to get up for a moment before they did so.

"You guys aren't making this easy for me." He told the two before they screeched and ran at him again. Changing tactics Ben batted them away in opposite sides before changing into Eyeguy. "Try not to blink and miss this eyeful." He declared before all his eyes suddenly lit up, each one emitting a light brighter than the most powerful stage light. The lights intensified until it was like looking up at the sun. The gamma avengers wailed in pain as they both held their now irritated eyes, completely blind to their surroundings while thrashing around. "Time for you two to take your medicine."

Eyeguy raised his pistol and fired a clean shot at Cap's back. The concoction doing it's work immediately as his body began to shrink and lose its green skin shade. He then aimed at Tony but couldn't get a clear shot due to his armor covering all but his face. "Ok guess I need to hold him down."

Just as Tony was starting to regain his sight another green flash disoriented him as Four Arms reappeared. The multi armed alien grabbed onto the iron avengers arms with his lower ones before using his larger upper ones to tear off the armor around the neck. He then immediately put Tony in a choke hold, restraining him enough to finally inject the cure into him with his last free arm. The struggling faded as he went silent and began reverting to normal. Once he did Ben put him down and looked at the two with a little guilt.

"Sorry for what you've been through." Four Arms softly said before turning into Big Chill and flying back for the building.

Back inside Thor was in an intense fight with Absorbing Man as the two stroke each other. The former boxer had morphed his fists into block like hammers and was exchanging blows with the Thunderers own weapon. Thor was surprised to learn that the villain had turned out to have copied his weapons properties. It was insulting to the Asgardian prince for the precious Uru metal to be used by a villainous scoundrel. He will show this copycat that no imitation can beat the real thing.

"Raaaah!" Thor battled cried as he fired a burst of lightning from his hammer at the villain.

Creel crossed his arms to block as the lightning struck, however instead of harming him the energy seemed to be sucked into his body. He smirked at Thor who looked in surprise, having not thought the villain would already know how to absorb his lightning given how he didn't seem smart. Even so he wasn't going to backdown that easily, if he can't blast him then he'll just have to pound him into submission. His eyes glanced to the side and saw Samson was currently in trouble as Vapor was using her gas on him. The man was currently in a coughing fit as he felt himself blacking out which only didn't happen already because the pain he was receiving as Ironclad beat him up. Natasha was too busy holding off Vector with endless shots from her wrists after defeating X-Ray to help him.

Thor tried to come to his aid by spinning his hammer to create a vortex to suck the gas in. However Absorbing Man didn't let him continue as he decked Thor and knocked his weapon away. The former boxer then began to wail on the now disarmed Asgardian. He was so busy pounding the Thunderer that he didn't notice Big Chill fly into the room behind him and then unleash his icy cold breath on him. The cold gust of ice grew over the villain and enveloped him, trapping him in a block of ice like a preserved specimen. Once Creel was dealt with Big Chill flew towards Samson and unleashed another breath assault, this time on Vapor.

The sole female villain saw him coming and immediately moved to avoid but her arm was struck. Her appendage disappeared as the subzero temperatures froze the molecules, leaving only an ice patch. Ben may've failed to freeze the gaseous villain completely but his attack had at least made her distance herself from Samson and free him of the gas around him.

"Back so soon!" Vector called out as he used his powers to pull the alien away from his teammate. Big Chill however, angled his body and used the momentum to now fly towards him.

"Payback time jerk!" The alien declared. Vector responded by using his powers only for the alien to immediately turn intangible, shocking the villain as he couldn't gain a mental grip on him now. The moth looking alien kept flying till he flew through Vectors body. When that happened the villain suddenly felt a cold chill across his body. He looked down to see his body becoming enveloped in ice as if it were growing from his skin.

Oh no you don't!" Vector said defiantly as he used his powers on the ice around him cracking it before shattering it. Before he could enjoy that small triumph, he suddenly found himself in a bear hug after a familiar green flash occurred behind him. He turned his head to see he was now in the grips of something that resembled a yeti or sasquatch.

"Feel free to scream now." Shocksquash informed with a smirk before his body began generating high volts of lightning all over him and Vector. As he expected, Vector did indeed scream in pain as he felt like his body was being given the electric chair. The assault continued for several more seconds before the leader of the U Foes finally passed out. Once he did Ben simply dropped him on the floor. A cracking sound got his attention as he looked to see Creel breaking out of his own icy confinement and looking none too happy about it.

"You're going to pay for that one punk!" He declared before forming his hands into spiked hammers that reminded Ben of those times that he saw Kevin fight. Shocksquatch responded by firing lightning at the villain. However, to his surprise it did nothing to slow him down as he absorbed it and came at him, rearing his arms back to try and bash his head in. Ben braced himself for the hit when suddenly Creel's spiked hammers stopped just inches from the heroes face. The villain now had his own surprised look but also one mixed with confusion. "What's going on, I can't move!? What did you did you do to me!?" he questioned accusingly at Ben who only had his own confused look in response.

"Tis wasn't he who did it but I." Thor spoke up and the two turned their eyes to see him with his hand held out with a look of pure concentration on his face. "You were a fool to take on the properties of Mjolnier villain." He began declaring. "The powers of my hammer aren't yours to command, they are MINE!" He then raised his hand upward and Creel suddenly found himself rising off the ground in response. "NOW BEGONE!" He then swung his hand to the side.

As if shot out of a battleship cannon Creel suddenly began flying backwards, crashing through the window and sailing off to parts unknown. All while his screams of protests could be heard fading in the distance as he went over the horizon completely disappearing, a twinkle in the sky being seen when that happened.

"Team Rocket's blasting off again!" Shocksquatch announced amusingly earning a puzzled look from Thor.

"I saw no spacecraft?" The Asgardian questioned confusingly while looking out the window.

The alien sweat dropped. "It's a human thing, you should watch more TV to understand these kinds of references."

"Perhaps I will when the battle is over and we're back home." Thor added as he was still learning about the strange customs and sayings of Midgard. He then got a more serious look as he turned to their remaining opponents. "Let us resume the fight."

Ironclad who was the remaining opposition (besides the Leader) met his defeat when the other heroes ganged up on him. Throws from Thor's hammer, punches from Samson and electric shocks from Shocksquatch were all too much for the villain and was knocked out cold. With him down that left The Leader all alone against them as they turned to face their final enemy.

"And then there was one." Shocksquatch quipped as everyone stared him down.

"Don't drop your guard." Natasha warned everyone as her instincts were telling her that something was off. Just looking at the gamma leader's eyes was a give away of him still being up to something. The guy still looked calm and composed without any hint of worry even after watching his allies fall.

"You think you've won, haven't you?" The Leader spoke as if he were talking to children. "That I'm going to be easy to handle because unlike my companions I lack their level of strength." He shook his head almost as if bored by the thought "Well as Sir Charles Lyell first said, mind over matter. Using one's evolving intellect to overcome obstacles is only natural in this world. Because no matter how strong one is, the one with greater intellect can always triumph in the end." He then smirked. "Now allow me to show you how I'm going to accomplish just that." He pressed a button on the pillar he had been standing on the entire time.

Suddenly The Leader was encased in a glass like upper dome that came from inside the pillar. The pillar was then lowered to reveal a large mechanical battle suit of some kind that stood nearly 20 feet tall. It had green eyelike designs on its torso while what looked like a row of teeth around it's waist like a belt. It had two long and thin arms that ended with cannon for hands. A pair of large gatling looking guns were attached on its shoulders as it stood on long thick legs to support its weight. It's green eyes suddenly light up as if coming to life and a hum could be heard from what they thought would be its engines or something.

The heroes looked at the new threat with some apprehension.

"Well at least we don't have to be gentle with him anymore." Ben remarked.

"Allow me!" Thor stepped forward as he hurled his hammer at the evil genius. His trusty weapon soared straight to its target only to suddenly be repelled as it collided with a familiar green dome of energy that suddenly became visible to everyone. The weapon flew back to its owner's hand after the failed attack.

"Ok this may take a while." Samson admitted with displeasure.

---

Meanwhile with Hawkeyes team the group was fighting the Wrecking Crew. It had been three against six at first which went down to five when Hawkeye managed to shoot Ant-Man with one of the arrows with the cure. Once Hank went down, Jessica went and moved his body to a safer place on the second floor to avoid it being used as a hostage. It was something she knew the Wrecking Crew had done before. She-Hulk had chosen Piledriver as her opponent after those remarks he had made about her while Hawkeye faced Wrecker and Bulldozer. Thunderball was attacking whoever he saw within range of his weapon. Once Spider-Woman returned she went about dealing with Bulldozer while avoiding Wasp. It was rough but thanks to her venom blasts and two arrows from Hawkeye that were filled with sleeping gas (which she jammed into his helmets eye openings) he was brought down.

She then turned her attention to Thunderball while continuing to try and evade Wasp. Using her gliding skills, she dodged and kept out of reach of the mace. "Do you have a shot yet Hawkeye?" Spider-Woman questioned while flinching as gamma Wasp shot several stinger blasts at her. Each one hurt like a hornet sting, if she wasn't trained to tolerate some pain, she would've fallen out of the air already.

"Working on it!" The archer answered as he leaped under a swing from Wreckers crowbar. He couldn't get a clean shot at the last avenger with these constant interruptions. He shot an arrow at the villain where the tip burst open to reveal a net which entangled the villain and delivered an electric current. Wrecker stopped in place as he shut his eyes from the pain but fought through it before tearing the net apart with his strength.

"You're starting to annoy me!" Wrecker shouted as he stomped towards him.

"Okay try these instead!" Hawkeye retorted while grabbing a new arrow which he fired at the villain's feet which exploded into a white substance that covered them. Once Wrecker stepped on the substance, he fell over as if tripped. He looked back to see the white stuff was stretching out like a spring before pulling his feet back.

"That should give me a little time." Hawkeye calculated before turning his eyes back to Wasp. Reading a remedy arrow, he carefully aimed while watching her movements. Analyzing how she was moving to find a pattern for him to anticipate for a sure shot. He soon found it when he saw Wasp avoid a venom blast from Jessica and soar towards her face. Quickly he fired his arrow and it flew straight to its target as it slammed into Wasp a mere inch away from Spider-Woman's face which startled her greatly when it flew past her. The arrow did its job, administering the cure to Wasp as her body grew back to her original size before reverting to her normal appearance.

"Jeez cutting it a little close with that one." Spider-Woman berated her fellow agent as her face practically felt the air from the arrow flying past her.

"Hey, it worked didn't." The archer reminded her before taking another arrow and quickly turning and firing it at Wrecker who broke free.

Piledrivers head reared back after She-Hulk delivered a straight jab to his jaw. He turned back to her and went to deliver a right cross but she blocked it by using her forearm to deflect it. She then grabbed his extended arm and pull him forward, putting him a bit off balance which she took advantage of to deliver a mid-kick to his chest. Piledriver grunted at the hit as he felt his ribs shake a bit. If that were any stronger, he'd be feeling them bruised. He grabbed her extended leg and grabbed her collar before lifting her off the ground and slamming her down.

She-Hulk gasped a bit from the hit but didn't falter as pulled back her free leg and kicked him under the chin. That proved effective as Piledriver dropped her while he stumbled back a few steps rubbing his chin.

"You hit pretty hard for a babe." The villain admitted earning an eyebrow tick from his opponent as she glared daggers.

"And you hit like a wuss." She-Hulk shot back before running at him which he returned. Both went for a straight punch and struck each other's fist mid swing. The collision created a small shockwave that could've been heard in the whole mall. Their hands gripped each other's as they entered a contest of strength with both trying to overpower the other.

"You won't beat me sweetheart." Piledriver declared as his gamma enhancer began to pump more energy into him. Slowly he began to push back as his arms were forcing hers to bend back.

"Eat dirt neanderthal!" She-Hulk roared as she went for a powerful headbutt that struck his nose causing him to separate and hold his sniffer which was aching. Good, she was getting tired of his sexist remarks. Reaching forward she wrapped her hand over his neck which he immediately gripped with both hands thinking she was going to try strangling him. But that wasn't her goal however as she went for a straight jab right at his nose which he failed to block.

If it wasn't hurting before then it certainly was now as Piledriver once more held his nose which was even bleeding now, showing it was either sprained or broken. The sight brought a smirk to She-Hulk as she literally drew first blood. However, she wasn't satisfied just yet as she kneed him in the gut making him bend over. She then delivered a reverse elbow strike to the back of his head which made him face plant on the ground.

"You bitch!" Piledriver swore as he was getting angry. He quickly got up while delivering a swing from his right fist, hitting She-Hulk across the face and stunning her. Following that up he rammed into her body, lifting a few inches off the ground while doing so as he crashed her into a wall. The force embedding her a bit into the concrete as she felt the air get knocked out of her.

Taking a quick inhale, She-Hulk retaliated with a downward elbow strike at his back. That hurt quite a bit but he didn't back down yet. Another elbow strike, this time at the back of his neck gave a better result. He nearly fell to the ground but caught himself before that happened. Unfortunately for him, She-Hulk chose that moment to grab him and lift him over her shoulders facing upward.

"Hey! Put me down!" Piledriver demanded while wriggling around in her grip in a failed attempt to get out.

"Your name is Piledriver right?" she asked in a playful tone that immediately put the villain on edge, even his simple mind got a good idea of what she was planning. His hunch was proven true when She-Hulk jumped as high as she could while holding him, nearly reaching the high ceiling. She then changed his bodies position, putting him upside down while her legs held down his arms and her hands held onto his legs. Gravity then regained its hold as it made both fall back down and the villain could do nothing but scream. He was sent crashing headfirst into the floor as she pulled off the wrestling move that he shared the name with. His upside-down upper body crashed into the ground, breaking through and sinking himself up to his belly underneath.

She-Hulk got off his body as she crossed her arms and looked down on him. "I told you you'd eat dirt and now you are." She told the unresponsive villain, once she saw he was truly knocked out then ran to assist the others. Her timing couldn't be better as Spider-Woman got knocked down by Thunderball's mace.

"Time to squash you." He declared as he swung his weapon down to crush her into mush. He didn't notice She-Hulk come right up behind him as she tackled him while pulling on his chain. The pullback caused the weapon to change trajectory and instead of falling over Spider-Woman it landed right beside her.

"Not today!" She-Hulk told the villain as the two grappled with each other, rolling over the floor. Both punching one another in the face as they rolled till finally Thunderball batted her off him.

"You'll pay for that one!" Thunderball promised as he swung his weapon in rapid circles before hurling it at the female. She-Hulk barely braced herself before she was hit and flung across the mall. The villain then went after her to end it. As She Hulk began to get back up she gave him a look of disdain as she took a fighting stance again.

"Should one of us help her?" Spider-Woman asked her fellow agent as they watched from a distance.

"WAHHHHHHHHHHH!"

The screams of Thunderball filled the mall before Hawkeye could answer. He even looked away with a wince from the sight. The reason for that was because Thunderball had now fallen to his knees and was clutching his family jewels after She Hulk delivered a vicious spin kick to them. An expression of pure agony that was almost comical was plastered on his face as he was paralyzed by the pain. Despite the enhancements to his strength and durability from the gamma device it did him no good in making him able to withstand a direct hit to a mans most vulnerable spot.

"T-That…w-was… a cheap shot." Thunder wailed in a high-pitched voice that actually made Spider-Woman giggle.

"That's for being a pig." She Hulk proclaimed as she walked up and looked down on him before rearing her arm back. "This one is for being a sexist bigtot!" she delivered a powerful bitch slap to his face. For a moment Hawkeye could've sworn it looked like one of those cartoon scenes where the slapped persons face was shown in slow motion with hand imprint imbedded on their cheek. The slap was so powerful he was sent skidding on the floor and crashed into a store.

"Nah she's got it handled." Hawkeye replied while firing a pair of electrical arrows at Wrecker which shocked him as soon as they connected. Jessica added to it by firing her venom blasts increasing the voltage he felt. Despite this however he didn't go down, with a surge of anger he pulled the arrows of him and threw them aside.

"YOUR DEAD MEAT!" The villain declared in rage at the trouble he was having with the two. They didn't even come close to his own strength and yet they were proving to be such a bother.

"He looks mad." She stated the obvious.

"Not like it matters since he's not Hulk." He reminded her of that important factor. Anger makes one more reckless and likely to make a mistake. Hulk could afford that because he grew stronger with more anger but not this guy.

Suddenly however a rumble was heard stopping everyone as they turned to see the cause. It turned out to be coming from the power source which was suddenly emitting a brighter glow as if the intake had grown. The cables that were connected to the ceiling and ground detached and retracted into the chamber. Before anyone could question what was happening the power source suddenly spewed fire from below like a rocket and then took off, crashing through the ceiling and disappearing who knows where.

"This can't be good." Hawkeye remarked as their target was now up and gone. Did the Leader know they were getting close to destroying it and decide to relocate it?

"I'll go after it to see where it's going!" Spider-Woman flew out from the hole in the ceiling and looked to see the power source had gotten quite far ahead. She saw it was heading right for the building where the antenna was located. Had something happened there? Wanting to find out she pulled out her communicator and called to verify. "Spider-Woman to Ben do you copy over? Can you give me a status report?"

"I'm a little busy fighting the Leader right now! Is something wrong?"

"We've hit a snag in the plan and you should know that you've got incoming heading your way." She warned.

---

Five Minutes Earlier

"I'm getting sick of this guy!" Diamondhead growled as he and the others took cover behind a thick wall of crystals he created to act as a barricade. The walls trembled as the Leader unleashed endless fire from his suit's gatling weapons. He then began to advance while maintaining fire to keep them pinned.

"Hiding is not the way of a true warrior." Thor pointed out in displeasure.

"Well unless you have an idea, I don't see what we can do right now." Natasha remarked after their failure so far in overcoming the Leader's machinal suit.

They had attacked repeatedly, trying to break through the Leader's force field. But just like with the antenna it didn't give in to their efforts. Ben had tried Four Arms, Heatblast, Cannonbolt and his current form but it was no use. He even tried his intangible aliens like Ghostfreak and Big Chill but even they couldn't get through his defenses. Ben thought hard about how to overcome this when a certain memory flashed in his mind.

"I've got an idea but I need a distraction." The alien turned to the others. "Thor, you flank left and get his attention focused on you. Natasha and Samson you two attack him directly ahead while I sneak up behind him."

"What're you gonna do?" Natasha asked.

"No time to explain, just trust me on this." Diamondhead urged.

"Very well." Thor said before immediately running out from the left side and swinging his hammer. "HAVE AT THEEE!" He flew at the villain and battered his hammer at the force field. Natasha and Samson ran forward going on the attack as well but stayed at his front to try and split his attention between them.

"Fools, don't you realize that I'm untouchable." The Leader spoke in condescension, aiming the hand cannons at the two sides facing him. To their surprise however, it wasn't an energy blast that came out but two missiles.

Thor chose to brace himself, knowing hitting it would just cause it to detonate quicker. Natasha and Samson immediately split apart to try and avoid it but the projectile hit the ground near them. Two large explosions filled the room as they were all blown back with some noticeable injuries on their torn clothing. A large hole now in the floor which was big enough for Humungousaur at max size to fit through. Natasha and Samson were on the ground looking to be feeling some pain as they tried to get up but their ears were still ringing.

"Now to finish you two." The Leader declared.

BEEEP BEEEP BEEP

The sound of an alert stopped his thoughts as he glanced down. Surprise filling his eyes when he saw the energy gauge showing a steady decline in levels. That didn't make sense, all systems were operational and nothing was damaged so why? He turned his head and spotted the cause. It was the shapeshifter now in the form of a one-eyed being with what looked like plugs for fingers and two long antennas. His hands were on the barrier and seemed to be absorbing it's energy as the Leader could see it flowing into the avengers hands.

"How dare you!" The villain angrily shouted before his suit delivered a vicious backhand strike that knocked the alien back when it went through his barrier.

Feedback picked himself up. "Darn it, I almost had him." He then quickly turned to Thor. "Keep attacking!"

The Asgardian reacted right away and threw his hammer once more. This time when he hit the barrier a different outcome occurred. Instead of being deflected, the hammer crashed against the barrier. Although it failed to break through, the mechanical suit suddenly staggered two steps back as if the force of the impact had slipped through. Feedbacks eyes widened before smirking at the sight.

"His defenses are weakened, keep pounding it and it'll give in eventually!" He ordered before running at the mech again.

The Leader turned his attention to Ben, knowing the danger he represented. He fired his gatling guns at the alien which forced him to dodge before running to keep evading. He got near the newly made hole before jumping down. The Leader seized firing when his suit stumbled forward after receiving another hit from Thor. He turned back to the thunderer, not noticing Ghostfreak flew through the floor above him before turning back into Feedback and landing on the barrier which he began to drain again.

"Confound you!" The Leader angrily exclaimed before turning his gatlings around and blasting him off his back. His eyes returning to the energy gauge and seeing the levels dropped more. The energy levels would replenish themselves but that will take time, something he didn't have right now in the middle of the battle. Immediately he punched in some buttons while typing in a specific code. He then turned his gatling guns backwards before firing at Thor while he aimed the cannons at the alien before firing a concentrated blast at him. Feedback brought his hands up and blocked the attack as he absorbed it into himself. Seeing this, the Leader ceased his assault knowing it was a waste of energy.

"Spider-Woman to Ben do you copy over? Can you give me a status report?"

Feedback blinked at the sudden message, having not been expecting to hear from her now. "I'm a little busy fighting The Leader right now! Is something wrong?"

"We've hit a snag in the plan and you should know that you've got incoming heading your way."

"What do you mean by…"

His sentence was cut short when something large came crashing through the glass. All the heroes looked to see it appeared to be some kind of mechanical looking cocoon of some kind. The object in question flew towards the Leader and the barrier dropped to allow it access before it came back up again. The suits back suddenly opened up a panel to reveal an interior that produced four connection points. From the cocoon came four cables that attached to the connection points and integrated itself with the mecha. Suddenly its green eyes lenses glowed with a much brighter intensity and the barrier which had looked diminished in power suddenly reignited with greater energy than before. The suit began to change as a new layer of armor seemed to emerge from the cocoon and spread over its entire structure.

What now greeted them was a more menacing metallic suit with a bulkier appearance and thicker limbs. A pair of thinner cables emerged from a compartment in the wrists forming whip like weapons that glowed with energy as well.

"Nevermind." Feedback answered before hanging up his call.

"You cannot win!" The Leader declared. "For every move you make I have a hundred counter moves to use!"

"Yeah well, we won't know till we try!" Feedback shouted back before running at the villain. The Leader countered by using one of his energy whips to try and swat the alien. The conductoid however, caught the whip in hand and started to absorb its energy.

And suddenly he was in pain.

"Waaaaaaaarh!" The alien screamed as he felt his body hurting all over. He loosens his grip on the whip and failed to block the other one when the Leader swung it at him. He felt like a giant alligator just tail slapped him as he fell after reeling back several feet.

"As I theorized, your ability to absorb energy has limits." The Leader began analytically. "And that limit is that you can only absorb one type of energy at a time. So now by utilizing a combination of both gamma and electrical energy I've made it so you can't drain my reserves anymore!"

"Urgh so what." Feedback stubbornly groaned as he got up again. "You think that'll stop me from trying? Cause if so then your nowhere near as smart as you think you are." His eyes went into a glare. "So do yourself a favor and zip it you sorry excuse for a walking cucumber before I give you something to really think about."

"Your pitiful attempts at an insult are as useless as your actions." The Leader retorted before striking with the whips again while continuing to fire at Thor and the others behind him.

Natasha and Samson ran for cover as they went back behind the crystal wall. Thor meanwhile was taking relentless fire as he spun his hammer in front of him to block and deflect the shots. He was in a stalemate as he couldn't attack without taking the barrage. The Leader continued attacking as the heroes played defense. Feedback reverted back to Diamondhead and formed more walls to try and provide cover.

"I wonder." The alien pondered on a new idea. "Worth a try."

Quickly he ducked in cover behind one of the crystal walls before turning to the others. "Guys! Give him another distraction, I'm going to try something else!"

"I hope your new idea is better than your old one!" Widow remarked before poking out of the wall and firing from her wrist blasters. Thor added a throw from his hammer which bounced off the shield but got the Leaders attention.

"My turn." Diamondhead said right before transforming again, now replaced by Lodestar. Quickly he stepped out of the wall and unleashed his magnetic waves at the shielded mech.

To the confusion of the Leader and the alien's satisfaction the mech froze on the stop.

"What is this!?" The Leader questioned before seeing the changeling in his new form.

"Looks like you didn't anticipate my use of magnetism. I guess that force wield doesn't keep out the natural forces." Lodestar called out before causing the power source on it's back to collapse inward and tear up.

The entire mech was suddenly sparking with electricity as it couldn't filter the power properly anymore. The barrier continued to spark uncontrollably before something unexpected happened. The barrier suddenly began to emit yellow-colored traces of energy and sparks. Soon the sparks and traces began to swirl and take form as a familiar fiendish face was formed as it screeched it pain.

"Zzzax!?" everyone called out together at the sight of him.

"So that's where he was!" Lodestar let out as he had been wondering where he had been.

When he didn't see him here, he thought that meant he was by the power source facing the other team. Apparently, he was only half right because Zzzax wasn't by the power source… he WAS the source. Somehow the Leader found a way to use Zzzax as a channeler for all that electrical energy and have him transfer it to his suit and antenna. Zzzax continued to screech in pain before it seemed it all become too much for him and he separated from the suit and barrier before falling over. He didn't get back up as his body seemed to grow dim from fading energy.

Thor seized the opportunity and threw his hammer again. This time the weapons impact had an effect as the barrier looked to flicker for a moment.

"It's weakening." Lodestar thought analytically. This was a good moment to finish it now before the Leader could try to implement another counter move or back up plan. "Thor come over here!" He called over getting the Asgardians attention as he did so. "Hold out your hammer."

Thor blinked at the request but obliged right before Ben turned into a new being he hadn't seen before. The new alien placed his hand on Mjolnier and the Asgardian saw a familiar sight. The aliens body suddenly underwent a change as its skin took on the essence of his hammer just like the Absorbing Man had done.

"Think you can throw me as hard as you did Absorbing Man?" Alchemy asked earning a grin from the Thunder god as he caught on to his plan.

"Verily." He concluded as he raised his free hand in concentration. Whereas Creel tried to fight against his control, Ben welcomed it as his body rose from the ground. With his own concentration he extended his arms forward and morphed them into blade like forms before combining them to form a spear like tip end. "HAAAAAAAA!"

With a might toss, Thor hurled the now Uru clad alien at The Leader. Flying at him like a runaway train as the villain only had time to turn his head before Alchemy crashed into the barrier. The defensive dome only offered a micro instant of resistance before the alien went sailing right through it and the chest of the mechanical menace. The robotic suit suddenly went stiff as all functions ceased; a large hole now visible between its glowing green lenses looking eyes which died out as all power left it completely. Its arms went slack before they fell and its body slowly fell backwards as it toppled. The Leader looked panicked and quickly exited the suit through the very hole Ben had made as he put distance between him and the wrecked battle suit. Once it did a large explosion blanketed the room as it emitted a green flash more blinding than Ben's own Omnitrix. The force blew everyone back as they all shielded their eyes. When it died down everyone saw the suit in pieces and the Leader in what looked like an emergency escape hatch.

"Thor the antenna above us, destroy it!" Ben quickly ordered as Thor quickly flew up and smashed through the roof and immediately saw the object in question.

Swinging his hammer as he channeled his power and brought down a colossal sized lightning bolt form the heavens onto the antenna. The piece of machinery stood no chance as the irregularly large volts of lightning overloaded its systems and fried every circuitry as it began to explode from the inside.

Unknowingly for the heroes this also had consequences for someone else.

"NOOOOOOOOO!" The Leader screamed in horror as he felt the connection to his gammas disappearing and felt an excruciating backlash. His head suddenly growing larger as if his brain was swelling up from massive stress. It grew to be nearly twice as big before the pain became too much for him and his eyes rolled back before darkness claimed him.

The Leader woke up after who knows how long later. His head was hurting worse than any hangover or concussion could ever cause. Slowly his vision began to return as the world around him came into focus. When it did, he saw that he was now surrounded by all the heroes who were looking down on him. Ben, Thor, Hawkeye, Spider-Woman, Samson, Hulk and She-Hulk were all staring him down in triumph.

"It… would've been glorious." The Leader let out in a defeated tone as his eyes seemed to be gazing into the vision of the world that he had been striving for, only to be denied. "I was going to create the… perfect world… in my image." His eyes then glanced at the Hulk and She-Hulk. "You two could've been… living like kings… especially you… my old foe. The world would've been… one you'd be completely accepted in… without any more persecution."

The Hulk crossed his arms with an unappreciated scowl. "That's the problem with your image, your ugly."

"And therefore, the world you wanted to make would've been as repulsive." She-Hulk added with a frown of her own.

"Even more apparent by your new grotesquely swelled head." Samson threw his bit as well.

"Making yourself the only intelligent lifeform on the planet while the rest are mindlessly obedient isn't peace. It's just another form of tyranny without stooping to bloody violence to achieve it." Ben scolded.

---

The sun had risen over the city, casting away the darkness and filling the land with light. It was a fitting sight to symbolize the end of the dark times The Leader had nearly brought to the world. Shield helicopters were pouring into the city as medical personnel and prison guards stormed the place. All of the villains that had been defeated back at The Cube were recovered, also now joined by The Leader's group. All except for Creel who had been thrown out of the city by Thor to who knows where. The medical teams gave the now restored Avengers a full checkup after what they'd been through. Checking to make sure they can be given a clean bill of health.

"You did great work today soldier." Steve complimented Ben while he allowed a doctor to check his blood pressure and vitals. "You stepped up, took charge and led your team to victory against great odds. Showing courage and leadership skills that not just anyone could do."

"Yeah, I gotta admit you pulled through. Couldn't have done it better myself… or maybe I could've… yeah I most likely could've" Tony remarked with a small smirk, clearly already back to his usual self.

"Thanks guys but I couldn't have done it without the others." Ben waved off before glancing at the substitute team he formed for the mission, especially those that weren't avengers.

"I'm just glad things turned out alright in the end." Samson answered in relief.

"Doc Samson, avenger." Wasp repeated her words from earlier as she looked at him a bit excitedly. "Just tell me you'll think about it?"

"Umm." Samson answered unintelligibly as while he was honored by her offer, he wasn't sure he would fit in. He was a doctor and scientist at heart after all. Still if last night showed anything it's that he was now quite capable.

"Leave the guy be Wasp." Ben told her amusingly. "He's been through enough so don't give him another conundrum to think over." He turned to the Spider-Woman and She Hulk. "Thanks again for your help."

"It was our pleasure, besides I really enjoyed working with you again Ben, did you?" Spider-Woman asked with a teasing smile which made Ben chuckle a little.

"Can't say it wasn't nice." He admitted as it brought back some nostalgia of their previous work together.

"Do you still miss me?" She asked curiously and with a cute tone like a child would ask an adult something innocent.

Yet Ben knew her better, he fought down the small blush that threatened to surface. Then shut his eyes when his mind chose to betray him with flashes of that intimate night together. Though he had made peace with that already it was still a kind of embarrassing issue. He put on his usual smile as he responded to her.

"That depends, did you miss me?" He then pretended to get a hurt look. "Or have you already gotten a new partner?"

"Course not, you were best one I've ever had." She teasingly responded as Bens brain paused, his mind registering the other hiding meaning to her response. She then got a sly look before asking. "Could you say the same thing about me?"

Ben froze on the spot with wide eyes as that blush he fought down was now starting to surface. Dang it he really wished it wasn't so easy for her to get a reaction from him. He blames the curse of hormones, sometimes they're great and sometimes they're not. This would be so easy to brush of if she were a super villain… and he hadn't slept with her.

Wasp meanwhile was looking at their interaction from a distance with a look of pure interest. While she couldn't hear what they said she could see their expressions clearly. The look of Ben now appearing embarrassed was especially a sight to see as she could only imagine what was said to get that reaction.

"Ohhhhhh looks like these two have some sweet drama between them." Wasp thought giddily, already wondering the juicy gossip she could learn about them.

"What's with these two?" She-Hulk wondered as she could pick up small vibes between them. Based on their behavior it was clear they weren't in a relationship. Although it seemed they might've had something at one point given how the female agent was practically flirting with him playfully. Her eyebrow rose when a thought came to mind. "Wait, did those two sleep together?" Her thoughts were interrupted by a large hand placed on her shoulder which she saw belonged to her cousin.

"Nice work Jen." Hulk told her with what almost looked like pride in his eyes.

The female gamma smiled in appreciation. "Thanks cuz."

While they were chatting away, the Shield personal were going over Hawkeye's testimony aided by Ben and Spider-Woman who had insisted they hear him out.

"The footage from your sky-cycle confirms it, Widow was working for Hydra." Quatermain stated as he finished looking over said footage. A frown on his face at this revelation of compromise in their agency. He turned to the three with a questioning look. "How'd you lose her anyway?"

The question made Hawkeye frown as he couldn't believe Natasha had managed to escape despite their precautions.

"Her collar seemed to suffer damages during the fighting in the buildings top floor. It was built to be tamper resistant but not durable. While we were busy finishing our matters with The Leader, she somehow managed to slip away while our attention wasn't on her" Ben explained with his own frown, thought it was to maintain the charade.

Although the truth was that the collar malfunctioned because he had programmed it to. When he saw a fitting moment for it to occur, he had secretly imputed a code that activated a self-destruct system that shut off the systems. The rest he left for her to accomplish since he couldn't sneak her out without exposing the fact he knew of her undercover mission. As expected, she didn't disappoint him in showing how cunning she was.

"Well in any case your innocence has been proven, so we'll get you reinstated in Shield while branding Widow a traitor." Quatermain stated while wondering how Fury would take the news.

To the agents surprise however, Hawkeye scoffed. "You mean the same Shield that locked me up for months and didn't listen to my side of the story, forget it." He crossed his arms. "I'll hunt Widow down on my own."

"Or how about you join us instead?" Ben suddenly asked with a smile. Hawkeye blinked in surprise as he turned to the former agent as Ben continued. "You've more than proven you've got what it takes, plus your help would be greatly appreciated in apprehending all the other escaped villains. Who knows, you may even enjoy working with us more."

Hawkeye turned to look at the avengers. Wasp, Hank and Cap all gave smiles, Tony looked curious on his response while Thor looked intrigued. Hulk on the other hand looked like he didn't care but that was just his usual thing.

"Eh why not." Hawkeye shrugged his shoulders in acceptance.

---

Carl Creel crawled through the desert with some tiredness. His body now in the form of rock after he changed into it to regain control of his body. He angrily looked at his surroundings only to see nothing but sand around him. He had been walking for awhile but had clearly gotten lost. There was no sign of a road or anything to indicate he was close to civilization. He cursed that blonde avenger for this. He was so busy walking with his gaze down on the ground in misery that he didn't notice several shadows in front of him until they were right before his eyes.

The lone villain looked up at a small hill and saw several figures gazing down at him. One looked like a man inside a large suit of armor that reminded him a little of Ironman but bulkier and rounder. The second looked to be a man who was made of purple energy of some kind that moved like flames or smoke. The third was the only woman present and boy was she a real knockout with her looks, however something in her eyes made him feel a chill. The fourth was a man as muscular as he was and was carrying a large axe. The fifth and final one was someone wearing a purple baron suit and mask.

"Mr. Creel." The baron greeted him almost with respect. "We have a common enemy." His eyes narrowed. "And I believe we can help one another if your but willing to listen to my proposition."

The gamma villain said nothing but his eyes showed clear curiosity and possible interest.

---

The sun was setting on what had been a long day for all heroes. The Quinjet had landed on the hanger as the whole team returned to the mansion to get some well-deserved rest after what they had been through. Everyone who had been turned by the radiation looked a bit weary and do doubt could do with a good night's sleep. They were currently all gathered in the living room relaxing before they got ready for bed in aa few hours. Hawkeye who was the newly recruited member of the group, looked around the place in small curiosity and to start familiarizing himself with the place. He wasn't one who cared about living a fancy lifestyle but he couldn't deny it was more welcoming than how he'd been living in hiding.

"Nice place." Hawkeye simply said at his new live in home.

"A step up from wherever you've been staying I'd bet." Ben stated the obvious.

"Nice to see that Tony also fixed the issue of the TV's position." Wasp added as she saw it had been moved to a more fitting height. She had turned it on and was watching a movie along with anyone else interested.

"Goes to show even he can get something wrong." Ben added.

"Critics, all of you." Tony grumbled.

"Our latest battle against the forces of evil was the most difficult yet." Thor remarked on their latest conquest.

""It seems like things are getting harder for us." Hank pointed out.

"Perhaps some training is in order to better prepare ourselves for the future." Ben pointed out while thinking about his own project and how it will be used for that very thing.

"That's a good idea. Some practice and teamwork exercises could help makes us a more effective unit." Steve was immediately onboard with the suggestion.

Hulk scoffed. "Maybe you guys do but I'm already the strongest."

"I question that claim." Thor spoke up gaining the green giants attention. "As thee might recall, when thy was under the Enchantress control we fought but the battle was unfinished." He then got a smirk while raising Mjolnier a bit. "Perhaps we should see for ourselves which of us is truly the strongest."

"Are you challenging me blondie?" Hulk questioned as he stood up and leaned over Thor.

"Hey now, no fighting!" Tony ordered as he didn't want any conflict here. "You want to go at it then do it in the training room where it can handle your crazy antics."

"This would certainly be a fight to see." Ben smirked at the idea of seeing the two heaviest hitters go at it before turning to Wasp. "Which of them do you think would win?"

"I don't want to take sides here." Wasp stated her position on the matter.

"Me neither." Hank added his opinion as well.

"A little friendly competition never hurts." Steve pointed out as he could recall with fond memories how the men from his squadron would tussle to see who was tougher. It was always with sportsmanship and no hard feelings felt at the end. He had even received some challenges just so they could see how they'd stack up against a super soldier.

"Maybe not but these two are starting to look…" Tony suddenly paused in midsentence earning looks from everyone. They soon turned into ones of immediate concern when they saw the billionaire starting to look paler and with a pained expression.

"Tony are you ok?" Steve asked.

Tony didn't answer, in fact it looked like he couldn't answer. Suddenly he collapsed on the floor and his body started to shake as if having a seizure.

"TONY!?" Everyone called out as they all ran to their team leaders side.

---

I bet your all wondering what the heck just happened to Tony. You'll find out next time.

Till then enjoy the first day of the new year.

The poll is now closed and as you can see for yourselves by the results the winner is Rogue once more.