DISCLAIMER: I DO NOT OWN ANY OF THE CHARACTERS WHO APPEAR IN THIS WORK!

Note: Please review, vote on the poll on my page, and check out my other stories…

2 Cover- Captain America stands in the center, his hands crossed at the front, his shield attached to them. Iron Man and Thor stand on each side of him.

Variant- Same cover as the main except Cap being replaced by himself pre-super soldier serum. Iron Man is Tony Stark in a business suit and Thor is Donald Blake.

December 21, 2012, Afternoon, Deep Space

"So…you're our so called 'leader'? I expected you to be, well…" Thanos, The Mad Titan, examined the man floating in front of him, "…taller."

The man, Adam Warlock, leader of the Infinity Watch and defender of the Soul Gem, frowned, "And I expected you to be less stupid."

"So you truly wish to meet Death…" Thanos grinned evilly, the two gems on the Infinity Gauntlet shining.

"It is you who is courting death, murderer," Warlock growled while cracking his knuckles. The purple soul gem that was merged into his forehead glowed, releasing a burst of energy that blew his blonde hair back.

Thanos' grin grew larger, "Indeed." The Mad Titan raised his armored hand and activated his reality gem, but as soon as he was about to erase Warlock from existence Warlock raised his hand, stopping him.

"I wouldn't do that if I were you." Warlock held up his hand, an indigo sphere shaped oddly like Thanos' head floated in front of his palm, "The Soul Gem's power allows me to control your soul. I will banish it to a land of eternal torture where you will never die, if you attempt to wipe me from existence."

"Liar. Erasing you from existence would stop you from ever being able to banish my soul …" Thanos was interrupted by Warlock.

"While that may be true, it is also true that the Soul Gem will be moved to another guardian if you erase my existence."

Thanos sighed, "You…I…."

Warlock grinned, realizing he'd brought their cosmic battle to a standstill.

He then thought back to the events that had transpired just a few minutes earlier, back before this fight…

After Thanos had killed War Machine and Sue and Reed Richards, he just waited above the city of New York, calling out every minute, "Leader of the Infinity Watch! Come forth or I will destroy your planet!" And every minute Adam didn't appear before Thanos, Thanos' giant warship destroyed a building, killing everyone inside.

Warlock waited down below in the middle of a crowd of soldiers, invisible to all their eyes.

After the fifth building was destroyed, Warlock realized he couldn't wait out Thanos. He began to float up to the Mad Titan, allowing himself to be seen, his golden skin glinting in the sunlight.

"Thanos: tyrant, Mad Titan, and guardian of the Reality Gem, stop at once!" Warlock held out his arms, floating in a position reminiscent of Jesus being crucified on a cross.

Thanos grinned maliciously, "Ah…you must be my heralded leader. It's pleasing to see you've decided to come forward, so I will not be forced to waste my time destroying this pitiful planet."

Warlock nodded his head, "Indeed you shall not! Now, Thanos, what is it that you seek?"

"Your gem, whichever it may be." Thanos pointed his bulky armored finger at the purple gem in Warlock's head.

"So, you quest to assemble the Infinity Gauntlet…I'm afraid I can not let that pass," The golden skinned man, formerly known as Him, sighed, disappointed.

Thanos eyes glowed red, atomic heat energy streaming from the edges, "Then you will die."

"Possibly, but not here. Thanos, we will take our battle away from this planet," With a flick of his hand, Warlock opened a portal into deep space. He quickly flew into it, before Thanos could react.

"Damn you," Thanos burst into the portal after Warlock….

"Thanos," Warlock, in control of Thanos' soul, began, "I propose a duel. You drop the Infinity Gauntlet; I let your soul be. We fight to the death without our respective gems."

"Very well," Thanos ripped the golden gauntlet away from his hand, and let it float in the hard vacuum.

Warlock, in the blink of an eye, reached his hands up and gracefully took the indigo gem out of his forehead. The gem disappeared in a flash of light.

"I would like to know your name before I kill you. And the names of the other Watchmen," Thanos requested.

"My name I shall give you. I am Adam Warlock, man-made man, and time traveler. Also one of the most powerful beings in the galaxy. The others, I shall not give to you. Although, I will tell you this: they will make themselves known to you." Warlock replied graciously.

"I thank you, and will now make your death quick…and painful!" Thanos burst through the open vacuum that is space towards Warlock. Warlock dodged Thanos charge, and fired a blast of golden energy from his palm. Thanos ducked under this and fired beams of red-hot energy at Warlock, who under the blasts and to Thanos.

Thanos met Warlock's charge head on, the two's fierce touch causing an explosion of cosmic energy. Warlock attempted to punch Thanos in the face, who simply grabbed his attacker's fist and threw him away.

The two flew at each other again, clashing over and over again, causing rippled of cosmic energy to flow through the Universe. The battle went on to last over an entire Earth day, before one of them finally slipped.

Warlock charged at Thanos, his fists aglow, and ready to make his final attack. But Thanos, prepared for this, muttered a word and the Infinity Gauntlet came bursting to his hand. Warlock was stopped mid-attack, caught in time.

"I do not play fair when it comes to the fate of my plans," Thanos grabbed Warlock's neck in much the same way he had done to Rhomann Dey just over a day earlier. He released Warlock's prison in time, and the golden-skinned being began to squirm.

"You have lost. The game is over. The Earth—possibly even the Universe— will pay for your failure…" Thanos grinned evilly, his almost claw-like teeth scraping against each other.

"You are wrong," Warlock struggled for breath, "Earth…and the Universe…are stronger than you could ever imagine. Earth's—Earth's Mightiest—Heroes—Will—Stop—You…" And with that final word Thanos broke Warlock's neck.

"Pathetic," The Mad Titan grimaced, prepared to now hunt down Rhomann Dey and the other two Watchmen, and to destroy all of Earth.

INFINITE AVENGERS

Day 2: When Earth's Mightiest Heroes Are United…

"…They're here," Fury's words rang through Steve Rogers, Captain America's, head as he waited for the new members of both SHIELD and the Avengers to arrive through the ridiculously large steel doors.

"Who is it? Where are they from?" Tony Stark, Iron Man, was also questions, all the time.

Nick Fury, Director of SHIELD, turned to the three present superhumans….well, two superhumans and billionaire philanthropist in a really cool suit.

"I made a couple of calls. One to Charles Xavier's School for Gifted Youngsters. (This convo and more will be explored later in Infinite X-Men…eventually) The other to someone who's… helped out in the past. Both said, yes, in a way. Xavier said it was up to his students to decide if they wanted to come save the world with us. I don't know how many are coming but I do know some are. The other…just said yes."

Tony sighed, only slightly worried, "Why do you say other and helped out like it's not entirely a good thing."

"You'll see…" Fury took a deep breath as the three men behind him prepared for the worst…

A metallic male voice spoke through the monitors in the room, "Agent Maria Hill, S-103."

Thor jumped back, surprised by the voice, "What is that voice? And what does Maria Hill, S-103 mean?"

Fury motioned towards the monitors, which displayed a face that looked much like an ant's head, except robotic, "That's Ultron, the AI system Hank Pym installed to run this place and all of SHIELD," And Fury pointed to the doors, which slowly began to open, "And that means the others have now really arrived."

"AI…?" Cap and Thor both questioned as the doors opened. Just another weird modern term for television, maybe? Cap thought.

In through the doors walked six people, three female, and three male.

The first woman led the group and was dressed in a standard SHIELD uniform, her dark hair tied back into a ponytail. This was Maria Hill.

Immediately behind her was a lanky girl, whose entire body was covered in a crimson and black spandex suit. She worse a tight black mask that was entirely black, with two crimson lenses. A black symbol of a spider was right above her chest.

The next male was dressed in a yellow and blue, slightly armored suit, with matching gloves. The cowl was pulled over his face, and tailed up at the sides. An X emblem was sewn in right above his heart.

Behind him was a large blue furry man. He wore no shirt, only black pants that had a large yellow X cutting across his thighs and crotch. Black rimmed spectacles were perched on his snout

The last two looked similar, at least in their faces, and were both clearly teenagers. One, however, was a boy and the other a girl. The boy was dressed in a green and white slightly armored suit, clearly made to be aerodynamic. White lightning bolts streaked down the thighs. The girl was dressed in a risqué scarlet suit. She had a similarly colored crown-like headpiece. Both of the siblings had an X as the buckle on a belt they wore, each of there's their corresponding color, green, and red.

"The first one is the other, Brenda Reilly, Scarlet Spider," Fury explained.

Tony frowned, confused, "But why is she so…"

The armored avengers was interrupted by Scarlet Spider's squeals of joy. "Oh my God! You're the Tony Stark. My idol! You're, like, a genius, and rich and…"

"Whoa, cool it down a little there, Ms. Spider," Tony held his hands out, surprised he had to push a girl away. But, luckily for him, she was gone in a second.

"Oh my God! You're Thor! You're way hotter than Youtube makes you seem! And you're Captain America! You're like my inspiration…sort of!"

Cap walked by the adoring teen hero, and to the leader of the X-Men pack, Wolverine.

"It's good to have all of you work with us," Cap held out his hand for Wolverine to shake.

Wolverine pushed it away, "Don't try it, Cap. I'm really not in the mood, even for you."

"I…okay," Cap said, surprised.

Wolverine walked away, muttering, "We weren't called here to be the Super-Friends for God's sake."

Thor approached the two younger mutants, and clasped his hand on Quicksilver's shoulder, "You two are awfully young…"

Quicksilver walked away from Thor, letting the god's hand fall away from his shoulder.

"Cut it out, Goldie," Quicksilver growled, and Scarlet Witch turned to Thor to apologize, "I'm sorry. He's in a bad mood. Him and Wolverine."

Beast approached the young billionaire Tony Stark and shook his hand, "Mr. Stark, it's an honor to see you again."

"The honor's all mine, Hank," Tony grinned, "And by the way, I love what you've done with your hair."

Hank didn't laugh at the joke, and instead growled, "That…is not something we should talk about…for your sake…it makes the beast inside come out…"

"Like the Hulk?" Tony joked.

"Yeah, except with claws."

This entire time Hill and Fury had a private discussion, and after Maria Hill showed the Director something on a small device shaped like a phone, Fury turned to the superhumans and cleared his throat.

They all turned to him and got silent, even Spider.

"Good. Now, I know you all just arrived, and most of you are only here for Thanos, but we have missions for all of you," Quicksilver grimaced at this, and Wanda grabbed his arm to keep him from doing anything rash.

"After the attack on New York, we lost a lot of men. This means we need you to do their jobs for them. Agents Coulson, Barton, and Morse are cleaning up the mess in New York. We need you to deal with everything else," Fury pointed to the large monitor behind him, "Ultron, display the information Agent Hill just sent you."

On command the screen changed from the creepy robotic face to a map of the world. Certain regions around the world were highlighted in red.

Fury pointed to one of the highlighted regions, which was in California.

"Dr. McCoy, I want you to take Mr. and Ms. Maximoff to deal with Whirlwind in California. Wasp, Ant-Man, and Yellowjacket will meet you there to help out," Fury then pointed to a highlighted area in central-Eastern Africa, "Cap and Spider, I need you two to go to Wakanda. They may hate outsiders but we'll need their help in the coming battles. Wakanda is also the only place on Earth vibranium can be found, and if Thanos is going to have whatever powers or weapons he has, then we'll need some big-ass weapons as well….but remember, do not engage unless forced to."

"Yes, sir," Steve replied, and Scarlet Spider just fist pumped, excited to be with the Captain America on her very first mission for SHIELD.

"And lastly," Fury pointed to a place in Brazil, the last highlighted zone, "You three get the fun job. Agent Romanov," Tony frowned at the name, remembering bad memories, "was sent to Brazil to get a certain….friend to help us stop Thanos."

Tony's frown grew, his super-genius brain working through every possibility, "You send us three, the best killer, and the two most powerful members on the team, on one mission, and then say it's fun. Who is it that Widow went after?"

"Can't you tell?" Fury grinned, "It's the Hulk."

In Just A Few Hours, December 22, 2012, Above A Small Brazilian Town

Wolverine growled, staring at the glass case in front of him.

"This is stupid," he said, "Mine is good enough."

"No, it's not," Hill replied, motioning towards Wolverine's suit, and the one in the case. "You're dressed like a serial killer drag queen, and for what you're going to be used for, that isn't good."

"Used…" Wolverine did not like that word.

"Yes, I'm not Fury. I'll put it bluntly…used. You're going to be an assassin, a warrior. Not a superhero. The Avengers Initiative was an idea to bring together the world's most powerful police force. You're not supposed to be super heroes, like from comic books. And more than just being good for stealth due to its dark colors and automatic camo system, but it's made of unstable molecules. It can't be ripped."

"You say I dress like a pansy, bub….?" Wolverine put on the new costume, which was really a streamlined, black and white version of his X-Men one, with a SHIELD symbol where his X was, "Well, then I guess I'm dressing like one now, because this is exactly the same. 'Cept darker."

"Whatever," Hill walked away to the front of the plane and asked the pilot when they'd be overhead. The pilot responded with, "Now. And Ms. Hill, you should see this. It ain't looking good. Agent Romanov failed to keep him calm."

"Damn," Hill cursed, "Team, get ready, but do not leave yet."

Suddenly, the hatch opened, "Pilot! What the hell is going on?"

Iron Man approached the edge of the hatch, in full armor, "That would be me, Hill."

"What are you doing? We need a plan of attack! And more than that we need to wait on…"

Iron Man replied coldly, "I have a plan: attack."

And with those words he jumped out of the plane and blasted down through the air towards the raging Jade Giant.

"%^&* this," Wolverine, finished changing, jumped out of the plane despite Hill's pleas. Thor turned to Maria, apologized, and followed behind the two other heroes.

"Damn them all," Hill growled.

Down below, Hulk was running after a speeding van, that SHIELD agents, including Agent Romanov were driving away in. Hulk caught up and right when it seemed all hope was lost there was a blinding flash of light and Hulk flew backwards.

Iron Man had arrived! He floated in mid-air, and turned his head to Natasha Romanov, the Black Widow, "And after all you've done, I could've let you die! But I didn't, and now you're going to say sor…"

"Stark!" Natasha warned.

"Oh shit, he's right behind me, isn't he?" Iron Man sighed as a force too large to calculate hit him.

And right as Iron Man was hit, Wolverine crashed to the ground in front of Hulk, his legs breaking on impact, but fully healed in a matter of seconds.

"Aw, so it's you we're after. Rematch time, eh, bub?" Wolverine growled as his claws slid out of his hands, recalling a bad memory. He jumped up, all the way to the Hulk's face, but only to be swatted away like a fly.

Thor flew down right afterwards, striking Hulk's head with Mjolnir. The Hulk shrugged off the attack, and frowned.

"I see that this beast will be much tougher than any Frost Giants I have fought…" Thor took a deep breath and began to hit Hulk over and over with Mjolnir. But it seemed like after every hit, Hulk got more and more angry, more and more powerful, not less and less tired.

"What in the name of Odin's beard….?" Thor was punched by Hulk, whose giant fist sent the god of thunder flying.

Right as the Hulk turned his attention back to the SHIELD agents who all, minus Widow, had left, he was blasted in the face by a rocket.

Natasha prayed that the Hulk would at least feel a little pain, be a little hurt…but her prayers weren't answered. Hulk merely shrugged off the explosive, walking through the smoke created by the large explosion, towards Natasha. No, she indeed hadn't stopped the monster; she'd just made it angrier!

"HULK SMASH PUNY EXPLOSION GIRL!"

Natasha muttered a curse in Russian, and began to run away. Luckily, after just a few steps of running and just after Hulk had begun to run after her, the large SHIELD Quinjet flew overhead. The hatch opened enough for a grappling hook to be let down.

"What are you doing? He'll kill you too!" Natasha screamed as the high-tech, Stark-built plane lowered.

"Who gives a shit? We risk our lives everyday, Nat!" Maria Hill shouted as Natasha grabbed onto the line and began to be hoisted upwards.

Just behind them, the Jade Giant began to crouch, preparing to spring himself towards the Quinjet. Right as his feet left the ground he was hit by a sudden red and gold object…Iron Man! And right behind him was the God of Thunder, Thor, who flew hammer-first into the Hulk after Iron Man.

The Hulk roared in pain, letting out a screech that could kill an animal out of pure terror.

High above them, the Quinjet was directly meeting another plane. The two hatches opened and connected to make a stable bridge between aircrafts. A pretty brunette in a lab coat ran through the second jet into the Quinjet.

"Thor, get back, I'm giving him all I've got!" Iron Man ordered, and the Asgardian deity backed up.

"JARVIS, reroute all my power to the Uni-Beam and fire," Tony ordered his internal AI system.

"Yes, sir." Jarvis British-robotic voice replied. In a matter of seconds, Iron Man's chest core glowed brightly, preparing the attack.

"Fire!"

A burst of concussive energy blasted from the core, practically enveloping the Hulk. But the Hulk pushed on, through the blast. He simply held out his hands and trudged forward.

Tony couldn't believe it. His Uni-Beam, without all of the armor's power being redirected to it, could kill or seriously injure any of his opponents, even the monstrous dragon-alien-god-thing Fin Fang Foom. But Hulk merely pushed through it, not even knocked back in the slightest.

The Hulk eventually reached Iron Man, whose armor had lost almost all power. The Jade Giant reached out his giant emerald hand over Iron Man's blasting chest armor and ripped it off, surprisingly leaving the Arc Reactor core.

Hulk seemed to sigh and pointed his finger at Iron Man, "Hulk no like it when Tin Man shoot Hulk. Hulk thinks Tin Man leave Hulk alone now."

"Yes, sir," Tony replied, taking the helmet off his face and collapsing to the ground.

"Monster, what have you done to him?" Thor shouted as he flew through the air, his hammer connecting with Hulk's jaw.

"GOLDILOCKS MAKE HULK ANGRY! GOLDILOCKS NO LIKE HULK ANGRY!"

The Incredible Hulk burst through the air to Thor, grabbed his face and smashed him into the ground. Thor, however, stood up after this strike, and struck Hulk harder than ever, lightning pouring from the sky into the Jade Giant.

The Hulk staggered for a second, and seeing this as his opportunity to strike, Thor smacked Hulk again with Mjolnir, causing another lightning strike. He did this again and again, but Hulk never fell. And the entire time Hulk just got madder and madder until…

"HULK SMASH!" Hulk grabbed onto Thor's feet, mid-swing, and smashed him into the ground ten times. When he last let Thor go, the god of Thunder was unconscious.

"Looks like it's just you and me, again. Two monsters fighting it out," Wolverine growled, cracking his neck. He'd run for a couple of miles to get back here, and he was angry.

Wolverine jumped into the air, this time dodging Hulk's fist. He stabbed his claws into Hulk's shoulders and began to cut up the Hulk's back as it struggled to knock him off.

Eventually, after being dealt many cuts, Hulk managed to grab Wolverine, and ripped him off his back, green blood covering his hands.

He held Wolverine out so that his arms were stretched as far as they could go.

"Hulk no like when small man poke Hulk with sticks…"

"Sucks to be you then…" Wolverine chuckled as he was smashed into the ground over and over again. When he was at last held back up, his face was covered in blood, his large wounds beginning to heal.

"Small man apologize."

Wolverine spit blood and saliva into Hulk's face. The Jade Giant grimaced and prepared to smash Wolverine again when…

"Bruce?"

Hulk turned around, now carrying Wolverine like a doll, "Be-tty?"

Betty Ross took a step towards the Hulk, whose injuries had fully healed.

"Yes, it's me. Now, Hulk, please calm down. Let the man go. He was trying to help."

Hulk stood there for a second, and looked back and forth between Wolverine and Betty, before throwing Wolverine away.

"Betty here to make army men stop hurting Hulk?"

Betty sighed and looked up into the Jade Giant's emerald eyes, "Yes, Hulk. And Betty is also here to ask for your…and Bruce's help. Please, let Bruce talk to me."

Hulk looked at Betty, confused, "It make Betty happy if Hulk let weakling out?"

"Yes, please, Hulk," Betty replied calmly, and the Hulk slowly shifted form to that of a young skinny man, whose brown hair was streaked with gray, despite his age.

"Betty…" Tears filled Bruce's eyes, as he ran to Betty, holding up his pants. The two embraced.

"Bruce…I…"

Bruce held Betty out and looked into her eyes sternly, "I can't."

"Why, Bruce?"

"Let me rephrase that, I won't."

"Again, why?" Betty asked as Thor, Iron Man and Wolverine.

Thor asked, confused, "Wait, that monster's a man?"

"That's why," Bruce motioned to Thor, "They make good men work for them, and keep them ignorant of the crap they've done."

"What is he talking about?" Thor asked again.

"SHIELD stuff," Iron Man and Wolverine said at once.

"At least they aren't all stupid," Bruce chuckled slightly.

Betty turned Bruce's head towards her, "But Bruce, the world is in danger. You might die. The world could be destroyed."

Bruce sighed, "So what? They could probably stop this threat alone, anyway. And even if they didn't, I can't die. I've tried. I've tested my limits…or lack there of. No matter what happens the other guy always comes out and both of us survive, unscathed."

It was now Betty's turn to sigh, as tears filled her eyes, "But Bruce, if the world is destroyed…that means I die…even I you don't."

"I…" Bruce now realized his mistake, the point Betty was really trying to make, "…I'm sorry, Betty. I'll…I'll help…but on one condition…"

"Anything," Betty replied.

"…The other guy never comes out…no matter what…I can help scientifically; I'll even help build weapons! But there's going to be no him."

Wolverine shook his head, "That's…"

Natasha suddenly appeared behind Betty, and held out her hand for Bruce to shake, "…A deal."

Same Time, Over California-Nevada Border

"So…this is what you'd have us wear?" Pietro Maximoff, Quicksilver, questioned as he looked at himself in the mirror. He had changed out of his green and white X-Men uniform, and was currently wearing a black jumpsuit, made of a material he couldn't identify. Thin indented lines scrolled up the chest area and similar indentions, shaped like arrows, zigzagged down the legs. SHIELD symbols were sowed into each shoulder. He also wore black fingerless gloves.

"Yes," Agent Sharon Carter replied, "It's much less silly-looking than your X-Men costume and it's been made to increase your speed and be as aerodynamic as possible."

"…And my sister?" Quicksilver quickly looked at his sister, who had changed out of her scanty uniform into a uniform of similar style to her brother. The suit was composed of four pieces: a top, a bottom, gloves and boots. The top was crimson around her cleavage, with indentions similar to Quicksilver's pants, and the rest of it was black. The pants were red on the outer sides of each legs and black on the inside. Indentions ran down the scarlet parts of the pants. Her gloves were similarly colored as the outer parts of her pants and her chest area. They were fingerless and extended from her knuckles to just below her elbows. The boots were entirely black. A SHIELD symbol was sown right above her right breast.

"…It's simply more appropriate; especially considering she works for the government now," Agent Carter explained.

"Well…fine. Let's hope Beast…"

"…Dr. McCoy…" Wanda Maximoff, Scarlet Witch, interrupted her brother.

"…Dr. McCoy…is as obliging as we are about these…uniforms…" Quicksilver finished. He was quickly answered when Hank McCoy, exiting the changing room clad in black pants designed like the mutant twins', muttered, "This fabric is truly astonishing! It's unbreakable, and when I shed the hair falls right off, not sticking to a bit of it! I wonder if this is…"

Hank McCoy, PhD, aka Beast, looked up, "…Oh. Hello, there. Have you all seen this fabric…"

"Shut it, ugly," Quicksilver rudely said, "Let's just get to the mission already."

"Pietro!" Wanda scolded.

"It's fine, Wanda. I'm both used to being called bad names and rudely treated by now…no matter whom the jeers are from," Dr. McCoy replied, sadly looking at his gigantic hairy feet. Quickly, however, he got over this issue and looked up at Agent Carter, "Like Pietro said, let's get to it!"

Agent Carter nodded her head in agreement and led the mutants over to a large table stationed in the middle of the large aerial vehicle they were flying in. After Sharon pressed a few things, the table lit up with two pictures. One, a man clad in high-tech green armor, and the other, an indigo ethereal being shaped like a man, only with random bursts of the purple energy coming off like lightning.

"The first man is David Cannon. He's a mutant like you guys, but on the other side of the law. He can rotate his body at great speeds, allowing him to fly and move at extremely high speeds. He first discovered his mutant powers after one of the Phoenix Bursts almost a year ago. After learning to control them, he began to work for crime lords around town as a mercenary. He quickly made a name for himself but was eventually caught and defeated by Ant-Man, Wasp and Yellowjacket. After breaking out of jail, he infiltrated Hank Pym's lab and stole a suit of armor, which was meant to become a new generation Pym Particle Suit. According to our resources, he hired the Tinkerer to adjust the suit to amplify his powers. He was recently defeated again, but escaped custody and appears to be currently working with our next target…"

"Ulysses Klaw, aka Klaw. He was a brilliant scientist who, after losing his job, blamed this on Hank Pym, his partner. The two had worked together for SHIELD on a matter transporter. The only thing was, the transporter could only transport sound. Klaw was blamed for this failure and lost his job. Pym later corrected the transporter, creating a teleporter, which further proved SHIELD's theories about Klaw being the failure here. Later, Klaw snuck back into the lab and hijacked the fixed transporter. He tampered with it, and changed it so that he believed anyone that entered it would die upon the machine's activation. However, Pym came into the lab at night to test the thing before a demonstration the next day. Klaw had nowhere to go but into the transporter. Pym activated it, unaware Klaw was inside and had hijacked it. Klaw, however, didn't die but was instead transformed into living physical sound energy. He's fought Pym's team numerous times and is extremely powerful."

Quicksilver smirked, "Well then, we better hurry up or he might just destroy San Francisco."

Agent Carter nodded her head in agreement and pointed towards parachutes, "We're almost overhead. I'd get strapped into those if I were you."

The three mutants did as they were told, and right when the lat of them finished strapping in, the pilot announced they were above San Francisco. The hatch opened and the three of them stepped out onto it.

"Good luck," Agent Carter said, "And Pym's team will arrive to help eventually. Control the situation until then."

Dr. McCoy, Beast, smirked surprisingly mischievously, "You assume we won't be able to defeat them ourselves."

"No, I didn't mean it like…" But the three X-Men had already jumped out of the SHIELD aircraft.

Halfway down they all activated their parachutes, and landed swiftly on a building. Down below, just a few streets away, the two supervillains were tearing up the city.

"Wanda, Pietro…" Beast began.

"…It's Scarlet Witch and Quicksilver when we're in the field," Pietro interrupted, "And I'm not going to listen to some stupid battle plan you have. You're not a leader, Beast, you're a scientist."

Pietro sped off impulsively, without a reply from Beast.

Wanda turned to the hairy blue mutant, "I'm sorry, Dr. McCoy. He's had a tough time recently, finding out about our parents and all…"

"It's…" Beast hopped onto an adjacent roof, "It's alright, Wanda, er, Scarlet Witch. We need to hurry and stop your brother before he gets himself killed."

Wanda then flew after Beast, who hopped from building to building till at last they arrived in the midst of a devastated street. Civilians ran around in terror as the two supervillains fought two heroes. Whirlwind was engaged with Quicksilver, and Klaw was fighting…Moon Knight!

The white-clad hero hopped above one of Klaw's sound blasts and kicked the villain in the face.

"Took you other heroes long enough! Me and the Justice League here have been fighting this villains for an hour!" Moon Knight exclaimed, waving his hand in the air, pointing to people who do not exist.

"Justice League…?" Beast questioned as he jumped into the fray.

Moon Knight dodged one of Klaw's attacks again, and began to name off, "Superman, Batman, Wonder Woman, Green Lantern, Flash, Aquaman and Cyborg. You know, the guys in capes and shit around me. They're fighting these guys too!"

"I think you need to go see a therapist, sir," Beast attempted to claw Klaw's eyes out. (Pun intended)

"Whatever," Moon Knight muttered. Suddenly he hopped into the air and threw moon-shaped disks as Klaw, who dodged them all.

"You can't win Klaw," Moon Knight said in a voice reminiscent of someone who's smoked their entire life, "I'm the goddamn Batman!"

"Yep, definitely needs to see a therapist," Beast muttered as he attacked Klaw yet again.

Meanwhile, Quicksilver was racing Whirlwind down the street, as Scarlet Witch struggled to even stay close to them. Scarlet Witch's hands glowed as she activated her mutant power, the ability to change the likelihood of something happening.

Suddenly, Whirlwind tripped over a stick, and fell to the ground. Before the villain even hit the ground, Quicksilver registered his fall, turned around, and began to run so fast he created a vortex, similar to Whirlwind's.

"Sowho'sfastnow? Goingtogiveupbecauseyoucan'twin?" Quicksilver ran circles around Whirlwind, causing all the air to be sucked away from him.

"In—your—dreams—kid." Whirlwind struggled to breathe. In just half a minute, Wanda had caught up, and Whirlwind was unconscious.

"Good job, sister," Pietro turned to his sister, smiling for the first time in days.

Not too far away, Beast and Moon Knight, who constantly changed names and fighting styles, were easily ending their brawl with Klaw. The super genius had been struck many times and was on his knees. One last time, Beast clawed his sound wave face; effectively knocking out a being that couldn't fall unconscious.

"There, done," Beast said, finished.

"Not too shabby, Hank," Beast looked up to see his promised backup, the 'Pym Team.'

"It looks like you didn't need our help after all," Hank Pym, Yellowjacket, flew down to the ground, bug-sized, dressed in a yellow and black skin-tight suit, small wings fluttering so fast they seemed to vibrate. Hank was followed by Janet van Dyne, the Wasp, and Scott Lang, Ant-Man.

"Nope, Hank, we indeed didn't," Beast responded, noticing Quicksilver carrying the unconscious Whirlwind over his shoulder, approaching him with Scarlet Witch.

"Hank, it's good to see you," Pym said, growing to normal size and shaking Beast's hand.

"It's good to see you too, Hank," McCoy grinned.

"Okay, boys, enough 'we have the same name and are both nerds.' That can come later, after we save the world," Janet van Dyne said, as she took off her helmet and grew to normal size.

"Right," Both Hanks said simultaneously.

"Let's get going then," Scott Lang said, removing his helmet, and leading the two to an aircraft that was quickly lowering.

Deep in the forest surrounding Wakanda, Late evening

The SHIELD Quinjet landed quietly on the shore of a small lake, one of the only openings in the forest. Quickly and quietly, Captain America, Steve Rogers, and the Scarlet Spider, Brenda Reilly, got out of the jet. Similarly to how the other recruits had to change costumes, Brenda had put on a new costume. However, hers was exactly the same as her old one, now simply made with unstable molecules and with a SHIELD symbol on each of her shoulders.

The two heroes began to travel through the dense undergrowth, attempting to keep quiet so as to not alert any Wakandan guards who shoot first and ask questions later.

However, Spider could only keep silent for so long, "So, Cap… can I call you Cap? …This is pretty cool, huh? I mean, we're, like, teaming up and going all stealthy and…"

"What is 'stealthy' about this conversation," Cap scolded.

"Um…" Spider tried to think of a proper response, "I'll shut up now."

The two trudged through the terrain. Suddenly, Scarlet Spider's spider sense went off, "Cap, get down!"

The female hero tackled Cap to the ground, right as a spear sailed over where his head once was.

After hitting the ground, Cap hopped up and held is shield out towards where the spear had come from. Spider just looked around, ready for her spider-sense to activate again.

It did, but this time in many different directions, "Oh, God, Cap…we're surrounded."

The two looked around, as shadowy figures emerged from the undergrowth. One of them, clearly in charge, began to speak in a different language. The only words the two heroes could catch out, that seemed recognizable was, "Outsiders…" Cap muttered.

The group of chocolate-colored skinned people was dressed in minimal amounts of clothes. Their faces were painted a variety of colors. The leader pointed his spear at the two heroes, and then behind him.

"I think he wants us to follow him," Cap said.

"This is not good," Spider whined as two of the African guards searched them, one taking away Cap's shield.

The two did as they were told, and were eventually led to gigantic golden gates.

The leader shouted something and the gates slowly opened. They led Cap and Spider through the gates, which led to a startlingly beautiful city.

"Oh my God," Spider said in awe. The city was made entirely of bright, clean silver buildings. It looked almost like a smaller, cleaner New York City.

Except for the fact that right in the center of the city was a gigantic golden castle. The castle was adorned with a variety of animal shaped statues, most notably the many panther heads that popped up around it.

The leader led the heroes through the city, where all the people stopped and stared at them, the word, "Outsider," constantly muttered.

The two were led into the castle and then into a large throne room, where in a golden throne shaped like a panther, sat a large (in a muscular way) African man. He wore black robes, and his dark hair was cut short, with the head of a panther cut into the back of his head. Black tribal tattoos snaked down his body, depicting different gods and events.

The heroes were forced to the ground by two guards, each holding a spear with the blade made of a glowing blue metal.

The heroes' capturer said a few things to the man who was obviously the ruler of Wakanda, a man Captain America had encountered before.

The king of Wakanda, T'Challa, replied to the man in the same language, and the man left.

"Captain, you are an honorable man, one of the few outsiders I trust," T'Challa began, "What is it that you want?"

Captain America stepped up to speak, but was pushed to the ground again, "We've come here to request your city's help, T'Challa."

T'Challa quickly glanced at Spider, "And who is this 'we?'"

"She's Brenda Reilly, the Scarlet Spider, my friend," Cap explained.

"And why is it that you come into my city and request their help, something you know is forbidden by the laws of Wakanda?" T'Challa asked.

"The world is in danger, your majesty," Cap stated, "A threat unlike any other has come to our planet. He's disappeared for now, but we're positively sure he plans to destroy the planet."

"What?" the king shouted, shocked.

"Your majesty," An old man in white robes, who the two heroes hadn't noticed before, suddenly approached the throne, and spoke in perfect English, "You can't actually believe these outsiders? How do we know this isn't another one of their lies to take the sacred rock? And even if they speak the truth, it goes against The Old Wakandan Law to help them! Something you've already done once, which is bad enough!"

T'Challa suddenly looked at his hands, clearly confused, "I…you speak the truth, elder."

Cap suddenly looked slightly embarrassed, "Actually, that was the thing we really came for…the 'sacred rock,' vibranium. We need it to make weapons to fight this threat. Although the actual city's help would be great too."

"See, your majesty! They only wish to take Vi'Bera, our sacred rock, the thing on which our city was built and grew from! Our present from the Panther god, Bast!" The elder exclaimed.

"I…I'm sorry, Captain, but I can not break the law of Wakanda again. I will let you go, but we will not help. Wakanda will defend only itself," T'Challa said, and the two guards dragged Cap and Spider off the floor and to their feet, and began to lead them to the door.

"Stop, T'Challa! I've helped you before! We need your city and the vibranium to defeat Thanos!" Cap shouted, and suddenly everyone of the Wakandan's in that room stopped.

"Thanos…" T'Challa repeated, "It couldn't be…"

"Well, then, your majesty," the elder began, "This is further proof we can fight this threat on our own. The prophecy decrees it."

"Prophecy…?" Spider, who had been too scared to talk this entire time, spoke up.

T'Challa stepped off his throne, and spoke to the guards, "We must take them to the temple. Show them the prophecy. Then they will know all will be well."

The two heroes were led by T'Challa, who surprisingly let Cap have his shield back, to a large ancient-looking temple made of stone. It was shaped like a large hut, and a statue that was the size of Shaquille O'Neal was right in the center of it. The statue was made of orange stone, like the temple, and looked like a reptilian human. Swirly lined were engraved into the shoulders of the statue, and seemed to be tattoos. A glowing crimson gem stuck in the statue's chest was the only source of bright color.

Behind the statue was a gigantic wall, with ancient paintings scrolled all over it. They depicted different scenes: a dragon-man, Spider guessed the statue, crashed into Wakanda; a golden gauntlet, six glowing gems encased in it; a large cloaked purple man floating above a burning Wakanda, the gauntlet on his hand; the dragon-man fighting the purple man; and more.

"That's Thanos. And that's the gauntlet he was wearing," Cap pointed to the drawings, "How do you have…?"

"This is the temple of our god of power, prophecy, and dragons, Dracili'ohawara. The closest translation in your language would be Drax the Destroyer," the elder said, grinning at the paintings, "Legend foretells that a thousand years ago, Dracili, or Drax, crashed into Wakanda. He told the elders to prepare for the demon that was to come, Thanos. He spoke of an Ifula Eowaru, or an Infinity Gauntlet. Thanos, he said, would use the gauntlet to attack Wakanda. He then fell asleep, but prophecy foretells he will awaken again when Thanos comes, to defeat the monster and defend Wakanda!"

Spider looked back and forth at the statue and then at the paintings, "So, what about that gem on his chest? It looks like in the paintings Thanos has similar ones on his Infinity-what'cha ma' call it."

This time T'Challa spoke, "That is the power gem. There are five others that make up the Infinity Gauntlet: the mind gem, reality gem, time gem, space gem, and the spirit gem."

"You said he's the god of prophecy? How exactly did he predict all this? And how do you know he'll defeat Thanos? It seems that one gem vs. five, five wins," Spider said.

"I…" the elder began, "…he's the god of prophecy! He can naturally see the future! And our ancestors said he would defeat Thanos! He has power!"

Scarlet Spider shook her head, "I don't think you're right, about any of that. Well, maybe your ancestors said he would win…but this Drax guy…he's got to be an alien. That's what Thanos clearly is. And I don't think he could predict the future, I think he had someone predict it for him. I mean, power and prophesy? They don't go together. And him defeating Thanos…no…I don't care what your people say. He's going to lose. Now I'm sure more than ever you need our help and we need yours," Spider showed her natural aptitude for being, well, smart, something she got from her 'brother.'

"No! That is treason! King, please have these outsiders killed, as we should have done when they first arrived!" The elder screamed.

"I…" T'Challa didn't know what to do. Luckily for him, he didn't have to do anything.

Suddenly, the sky opened up into a large dark portal, and out came Thanos, his warship still stationed above New York. Three gems now glowed in his gauntlet.

Cap, Spider, T'Challa, and the elder all looked up.

"Oh dear lord, help me," Cap prayed. And it seemed right as Thanos crossed through the portal and into Earth, the ground began to shake. The four people looked to the statue of the 'dragon-god', which began to crack open. And suddenly out burst a dragon-man, completely nude. He looked exactly like the statue, except his skin was green and the tattoos were crimson-red, like the power gem in his chest.

The dragon-god-person, who was obviously Drax the Destroyer, looked to the sky and growled.

"Thanos!" he shouted as two blades burst out of thin air into his clawed hands.

"Lord Dracili!" The elder shouted, but was ignored. Drax burst into the air, flying right towards Thanos.

"Ah…so you're the next Watchmen. How lucky of me to find you so soon…it almost seems like…destiny," Thanos grinned and began to fly towards Drax.

Everyone below prepared for impact…

New York, New York, 11:30 PM

Richard Rider slumped back on the couch, watching TV. It was another late night for his mom. Both of them had to work three jobs because of the economy.

On the News it was replaying footage from the previous day of the mysterious alien invader, Thanos. After hours of fear and anger and Thanos having disappeared, the New Yorkers had been let back into the city to work. Nothing could really scare them, not after what they'd gone through this previous year. Even a giant alien warship wasn't really scary.

Richard groaned, turning off the TV. He longed to be in that life…that superhuman life. It would be something to get away from his everyday troubles…his dad dying, his mom never being home, raising himself, girl issues, failing classes, ect.

Richard sighed, grabbed his phone and keys, and left the house.

He walked through the city, past a graveyard where Ghost Rider had been frequently sighted, past Midtown Junior High's playground that had been rebuilt after a meteor crash, past Times Square, where just above a warship floated…past all these superhuman things. Past all these extraordinary things. Things that had nothing to do with him.

Richard sighed and eventually sat down on a bench in a park not too far from his house. He looked at the time on his phone, 11:59:53. 11:59:57. 11:59:59.

Suddenly his phone's screen lit up from a message from his mom, Happy 16th Birthday, Rich! I love you and will be home with a cake in an hour!

"Oh, right, today's my birthday…" Richard Rider, now 16, muttered.

Well, my mom's bringing a cake. Yay. Rich thought sarcastically. Rich took a deep breath and looked at the ground.

Damn it…all I really want for my birthday is…is to be different…to be extraordinary!

And right overhead, way up in the sky, something…or someone was flying right towards Rich, ready to make his birthday wish come true.

But not necessarily in a good way.

Note: I hope you enjoyed it! I thought it was much better than the previous chapter! Alright things you need to know…

Scarlet Spider- Yeah, she's a girl. She's my Ben Reilly. She's also got a big role to play in this story. Her costume is Kaine's Scarlet Spider costume.

Quicksilver- In my universe he starts out as a Brotherhood member and then an X-Man. He stays there for a while. And yes, I made him a douche, because he is. His X-Men costume is based off of the X-Men evolution costume. His SHIELD one is his Ultimate costume.

Scarlet Witch- Same as Pietro story-wise. 'Cept she's nice. Her X-Men uniform is based off her modern 616 costume. Her SHIELD uniform is based off of Ultimate, obviously. Also a note about her and her brother…they aren't incestuous in this! That's just weird!

Beast- X-Men costume is his Astonishing X-Men one from Joss Whedon's run. His SHIELD costume is one I made up, based of Quicksilver's and Wanda's and his X-Men one. Quick note, he's in his early twenties. Obviously, if you can't tell, my universe is like X-Men Evo in that I make everyone younger.

Wolverine- X-Men costume is his modern costume. SHIELD costume is his X-Force costume.

Black Panther- Didn't explore much about him here, but I will! Tattoos are an important part of his design so pay attention to that!

Wakanda- Yeah, I mixed 616 with my own ideas and I think it's turning out well. More will be fleshed out in chapters of other stories.

Richard Rider- I've changed quite a bit of him, from his dad being dead, to his personality….somewhat. He is VERY important! More of him next chapter!

Other- I hinted at a bunch of previous hints! I hope you caught them all!

Next Chapter- Fury started out the idea he had of recruiting villains to help save the world, and creates a separate division of Avengers: The Thunderbolts! Thanos and Drax duke it out! More assembling! More action! More awesomeness!

Title- Day 3: Against a Common Threat