Story Arc 1 - 'Thinning the Herd'

12:00a.m. - Eastern Standard Time - Chinatown, San Francisco

The end of the world is near. It's not actually happening right at this moment. But the seeds are being planted tonight, here in Chinatown. It is now midnight, and two dark figures converge in the basement of a Chinese restaurant. One figure is tall and lanky, it's silhouette distorted. The other figure is that of a man, his shadow is chiseled, almost as if it were just as tangible as the man himself.

The distorted figure cackles, and begins to speak. His voice booms reminiscent of James Earl Jones, if he was choking on broken glass. "So we have a deal then?"

The solid figure speaks in a very deliberate monotone. "Yes. We have a deal."

The taller, distorted feature steps out of the shadows to reveal itself as Mephisto, the Dark Lord. "Very well then. The end times begin now." His figure quickly melts into a puddle of blood, and it slowly drains itself down the cracks and crevices of the concrete floors.

In turn, the solid, stoic figure steps out of his shadows. It's the synthezoid Avenger known as the Vision. "Yes, the end for many, but a new beginning for me." He slowly passes through the floor below him.

10:13a.m. - Eastern Standard Time - Avengers Mansion, New York

Earth's mightiest heroes sit nvervously at their conference table. All of the big names are in attendance - Captain America, Thor, Iron Man, Warbird, She-Hulk, Hawkeye, Falcon, Yellowjacket, Wasp, Scarlet Witch and of course, the Vision. They sit and watch the monitor in front of them. It's shows several news reports of the mass hysteria now occurring.

"This is Maria Messing reporting for MBN. Once again, our breaking news is that the dead, have risen. This phenomena of animated corpses is worldwide. The recently deceased and otherwise, have started to walk again. In what seems like a bad Romero movie, these.zombies, are reportedly stalking and attacking humans. No word yet as to the cause of this nightmare, but the President of the United States has declared the United States to be in a Code Red Threat Level. Whether that means this is the cause of some sort of terrorist germ warfare is unknown. Authorities do advise everyone to stay indoors until further notice. Now unofficially.our camera crew has been approached by several of these creatures, and they've actually kept them at bay with fire, and it looks like we've actually killed one of them with a blow to the head. Trauma to their head seems to stop them. Stay tuned for further broadcasts, where we hope to learn more. This is Maria Messing Marvel Broadcast News."

A stiff looking station anchor takes over. He clears his throat before speaking, and he doesn't come across as very genuine.

"Thank you Maria, please be careful out there. In what may be an unrelated story, here are some shocking photos of what appears to be some sort of fire raging on the surface of the Moon."

The broadcast is still running, but the word MUTE flashes across the screen in bright green letters.

Captain America sighs, and then addresses his peers. "Okay, here's what we know - Our satellite has shown us that there really is a fire on the blue area of the Moon. As we all know, this is where Black Bolt and the Inhumans reside. Coincidentally, or at least I hope it is, this is the week that Quicksilver visits his daughter Luna, who is part-Inhuman and lives on the Moon with her mother Crystal. I've gone ahead and sent Quasar, Photon and our new trainee Nova to investigate. Their mission is one of reconnaissance only, and we should be getting their results soon. Now, moving on to these zombies, there doesn't seem to be a reason for us to deny that's what they are. We still have no idea where they came from, but that reporter was right, S.H.I.E.L.D has notified us that if we damage their brains, then it seems like lights out for them."

The normally reserved Scarlet Witch, wipes a tear away from her eye. "Cap, I respect your decisions 100%, but I would have appreciated being included into that group visiting the moon."

"I appreciate your restraint Wanda, but I felt that the team I sent was the best equipped, and they'll be able to get back to us sooner without any of us slowing them down. I assure you, if something is amiss, then you have my blessing to go to their aide."

The impulsive Hawkeye chimes in, "Then what are we waiting for Cap? Let's get out there and kick some walking-dead ass!"

Cap rubs his temple, "Please Hawkeye calm down. I think we need to think things through first. The President is counting on us to figure this out."

"There are people dying out there!"

"I understand that, but this is a nationwide epidemic. The zombies you kill outside are not going to help the rest of the nation."

The amazonian She-Hulk agrees. "You heard him Hawk. Sit down so we can figure out our next move."

Hawkeye is speechless. He clenches his fist, and grinds his teeth, but forces himself to sit down. "I'm sorry Cap. You're right."

"I understand how you feel Clint. I'm just as frustrated as you. The best I could do was asking our reservists for help. So far we have Spiderman, Daredevil, Dr. Strange and whatever Defenders he could round up, along with Luke Cage, Iron Fist and the New Warriors scouring the East Coast. I have Namor and his Atlantean army working in conjunction with S.H.I.E.L.D taking care of the West Coast. Alpha Flight has assumed responsibility for all of their Canadian borders, and the Texas Twister, American Eagle and a few of their friends are doing the best they can at the Mexican borders."

The Wasp raises her hands. "What about the Fantastic Four?"

"I've already talked to Reed Richards, and he already has a few of these 'things' in his lab checking to see what makes them tick. I think that's where they'll serve us best."

Yellowjacket stands to address Captain America. "Cap, I'd be willing to help Reed and."

Before Yellowjacket can finish, Jarvis the Butler opens the conference room doors. "Excuse me Captain, but Master Thor has a visitor."

In walks the Valkyrie. "Greetings Avengers. My apologies for the intrusion, but I have information for Thor's ears, and Thor's ears alone."

Thor stands. His presence alone is regal. His long, blonde hair drapes lightly over his broad shoulders. "Speak Valkyrie. With recent events, whatever you have to say to me, you may speak of in front of my friends."

"Very well. The gates of Valhalla are under siege."

"What? Why would anyone try to enter the sacred lands of Valhalla? Every warrior there has earned their rest!"

"You misunderstand me Thor. No one is trying to get in, the dead want to come out."


"Yet true. The dead are not just walking here on Midgard. They want to ravage Asgard, and surely Midgard thereafter."

"No. This cannot happen, Asgard will not be tainted"

Thor pulls his cape from behind his chair. "I'm sorry Captain, fellow Avengers. It seems I must take my leave."

Cap puts his arm on Thor's shoulders. "This is no coincidence Thor. I'd like a report every hour if possible."

Thor nods. Only one other mortal has ever addressed him in this way without repercussions, the Golden Avenger, Iron Man. They have faced death together many times, and he considers each of them as a brother. "Good luck to you Captain. I shall return when I can."

The group watches as Thor and Valkyrie leave. Iron Man now speaks. "I can appreciate his situation Cap, but do you really think we can afford to lose his power?"

Until now, the ghostly silent Vision has had no reaction. Yet he smiles at Iron Man's comments. "No Iron Man, I don't think you can."

10:33a.m. - Eastern Standard Time - The Rose Bowl, Pasadena

Prince Namor has just been killed by the Hulk. An hour earlier, the Hulk had been possessed by one of Mephisto's many demons. The fractured personas of Bruce Banner and the Hulk, made them both an easy target. The Hulk then goes on to kill 96 Atlantean soldiers and 167 S.H.I.E.L.D soldiers. The Atlantean Army makes a strategic retreat and isn't heard from again.

10:39a.m. - Eastern Standard Time - Mexican Border, San Diego

Texas Twister and American Eagle are the last two heroes standing. The sniper was able to take down Shooting Star, Red Wolf, Firebird and 12 police officers and National Guardsmen before American Eagle was able to take him down. The shooter is the villain known as Bullseye. He is now being held without bond.

10:40a.m. - Eastern Standard Time - Canadian Border

Walter Langkowski, a.k.a Sasquatch, falls victim to the curse of the Wendigo, where a man who eats another human's flesh is transformed into a monster. The combination of beasts contained in him is too much, and he kills all of his teammates. While their half-eaten bodies draw the attention of the zombies in the area, Sasquatch heads across the border into the Pacific Northwest of the United States.

10:41a.m. - Eastern Standard Time - Empire State Building, New York

Spiderman, Luke Cage, Turbo and Dr. Strange gather themselves into Cage's black Escalade. None of them wants to be alone, and yet they all have to make their way to Avengers Mansion. They have just been involved in the bloodiest battle any of them have ever been in. They were doing their best to hold the zombies at bay, when an onslaught of what Dr. Strange identified as demons, crawled out of the sewers. Dr. Strange had just gotten word that the Hulk had killed Namor, so he sent the Silver Surfer to regain control of the situation. That's when they became severely outnumbered. Iron Fist was beheaded in front of them. Speedball was snatched up and screamed as he was dragged away. The last Dr. Strange had seen of Hellcat, she was being torn apart by a mob of zombies. Apparently her leg had been broken, and she had no way of defending herself. Spiderman was on the rooftop next to Daredevil when the latter's arms were torn off. He couldn't tell if Daredevil screamed before he hit the pavement. No one actually saw what happened to Nighthawk, Justice or Firestar. They only had parts of them to identify. But the zombies had been disposed of, and the last demon had run off.

10:43a.m. - Eastern Standard Time - The Rose Bowl, Pasadena

Moments after Namor's death, the flaming Ghost Rider, the spirit of vengeance, roared into the stadium. The Hulk spins his head as he hears what sounds like a convoy of Harley Davidson motorcycles speeding in. The demon within the Hulk lets out a primal roar. He throws a military transport vehicle in the Ghost Rider's direction, but the Ghost Rider is able to swerve out of the way.

Ghost Rider speaks. His voice is a blend of a snake's hiss and a crackling fire. "The Banner beast has even more evil in him than he should. A possession? It matters not, a simple burst of hellfire will exorcise him."

Skidding to a halt in front of the Hulk, Ghost Rider lets loose with two hands worth of hellfire. The Hulk has tried to attack, but he stops dead in his tracks at the feel of the icy burn. He screams as the demon is expelled from his body, and he stands alone as mere Bruce Banner. The fire doesn't burn him, but he screams instinctively. Unfortunately, the Silver Surfer has just arrived.

"I am too late! The demon Ghost Rider is killing Banner! He must have something to do with this Hell on Earth! Yet he will hurt no one else!"

The Surfer then releases a shot of the Power Cosmic. That's when he notices Banners eyes open. He stumbles to his feet to catch his breath, but it is way too late, the beam passes into the Ghost Rider's body. He doesn't make a sound, yet his body shivers and the fires surrounding him flare, and he explodes. The resulting blast is enough to split Banner in two.

The Surfer is horrified. "No!"

As he slowly lands, a giant fireball seems to levitate, then suddenly streak past him. A separate fireball signifies the arrival of Mephisto.

"Very well done Surfer. You have just killed two of this planet's more powerful beings. You are now a murderer of two, somewhat innocents. However will you live with yourself?"

The Surfer is grief-stricken. He steps back onto his board and he hurtles himself upwards into the heavens. As he passes into the outer hemisphere, he does not slow down. He keeps going, and going. The farther he travels, the faster he seems to go. The Silver Surfer has just banished himself from the Earth's solar system.

Mephisto laughs. "Oh well, once less burden. If he wanted Banner, he should've just asked."

With that, Mephisto waves his hand over Banner's carcass, and it springs up, a zombie like the rest.

10:44a.m. - Eastern Standard Time - The Baxter Building, New York

Ben Grimm, known as the Thing when it comes to all things super hero, straddles the edge of the rooftop. He wonders to himself how fast he'll actually fall. He wonders if he'll die instantly, or if this cursed rocky hide of his will help him to survive. He wants to die. He wants to die right now. He was just forced to kill his best friend, Johnny Storm, the Human Torch. There was nothing he could do. Johnny just went crazy. The madness started with him frying Reed and then Sue, both of whom refused to fight back. Ben only got wind of what was happening when Johnny reached the children's room. He tried to stop them from burning, but Johnny wouldn't let him. He finally realized that he had only one way to deal with Johnny, but the kids were already dead, and because of his anguish and rage, so was Johnny.

With his toes dangling over the edge, Ben Grimm looks up to see the apparition of Dr. Strange.

"Friend Grimm. Please, you don't have to go through with this."

"I did a bad thing Doc."

"Yes. I know. But remind yourself that these are horrible times. What has transpired so far will be magnified without our help."

"I'm sorry Doc. I'm done."

"No. You are not. You would tarnish everything they stood for if you did this. You are a fighter. They would expect you to fight. Join us. We are headed to Avengers Mansion. Everyone you loved, they need to be avenged."

Ben Grimm nods silently. "I'll be right down Doc."

10:45a.m. - Eastern Standard Time - Avengers Mansion - New York

Everyone at the table stares at the Vision. They each thought that they could come to grips with the Vision's solemn, robotic act, but none of them really ever did. Now they look at him, and some of them feel fear. The fear of someone that they've entrusted their lives and friendship with for so long.

It seemed as if the Vision was speaking to all of them, but it was Iron Man who had asked Captain America the question regarding Thor. "What do you mean by that Vision?"

The Vision slowly stands. His manner is not an aggressive one, so no one stands against him. "I meant exactly what I said. This group of Avengers may not have enough power to overcome the odds it is about to face."

Captain America stands. Normally, his voice is always strong, and precise. At this moment, some in attendance could have sworn that it wavered. "Vision, what are you getting at? Do you know what's going on?"

The Vision nods. "Yes Captain. I do. I know exactly what's going on. Hell is about to overtake the Earth. The flesh-eating zombies, the demons, the mass possessions, it all adds up to the coming of the Dark Lord, the rebirth of the days of Mephisto."

"I don't like the way you're talking Vision."

"I'm sorry if you don't like what you hear Captain, but it is the truth."

Hawkeye's patience has run out. "It's beginning to sound like you're happy about what's going on Vizh. Spit it out."

"Why wouldn't I be happy Hawkeye? This is turning out exactly like we planned."

There is a collective gasp from the room.

Scarlet Witch is close to tears. "No Vision. Please tell us this is all a cruel joke."

The Vision looks solemnly at her. Then he shakes his head. "I have told one joke since my creation, and that was not it."

Iron Man is close to panic himself. He turns to Yellowjacket. "Hank, what do you know about this? Have you ever known the Vision to lie?"

"No. Never. This is all new to me too."

"You may address me personally Iron Man. To answer your question, I am not lying. I am merely stating fact. Within the last few minutes, dozens of heroes have fallen. Regarding your concerns for the Inhumans on the Blue Area of the Moon, they are indeed all dead, along with our former comrade Quicksilver. Their genocide was part of our deal?"

A hysterical Scarlet Witch screams through her tears. "What do you mean our deal? Who are you working with?"

"I have already told you, Mephisto."

Hawkeye draws an arrow, aiming it at the Vision. "That's enough! Whether this is true or not, I don't want to hear it. I want to know why you'd sell your soul to Mephisto!"

"Quite the contrary Hawkeye, I'm getting one."

Captain America puts his hand on Hawkeye's shoulders. "Stand down Hawkeye. Vision, why would you do such a thing?"

"I have been in your ranks for years Captain, and I have always been an outsider. I do not belong with the human race, and I certainly do not consider myself a robot or machine. A soul will fulfill me, and who better to get one from, than a being with millions of souls to spare. It will be a fine soul indeed."

Iron Man makes a plea. "Vision, we've always treated you like one of us. How can you say that?"

"That is incorrect. All of you have always wanted me to be one of you, but other than the Scarlet Witch, you've all treated me as a lesser life form, even though I am much more advanced that any human on this planet."

The Scarlet Witch stands and puts her hands on the Vision. "You just said it Vision, I accepted you. We were actually married."

"You were an emotional wreck. You needed someone to fill a void in your life, and a synthezoid like myself fit the bill perfectly. Marrying me gave you a husband without the burden of social skills. I believe the term the doctor's used was 'basket case'. Now please remove your hands from my person."

She has been crying tears of fear and of loss, but now they turned into tears of rage. She slaps the Vision's face.

The Vision is unhurt, but for a fleeting second he pauses. "I will let that outburst of emotion go. We have plans for you, and it would be a shame if I were to damage you. Now I think we are about to have a visitor."

As if on cue, the young hero known as Nova bursts through the conference room doors. He looks frantic, and as he comes in, he throws his helmet to the floor. "They're dead Cap. They're all dead."

"Who's dead? The Inhumans?"

Nova leans on the table, he stares blankly at Cap. "Yeah, there's no one left. The fire couldn't hide the carnage that took place. But it got worse, we weren't alone, and now Photon and Quasar are dead too. I think it was the devil." Nova raises Quasar's quantam bands to prove his point.

The room is silent. Everyone turns from Nova to the Vision.

"It is a credit to your power that you have survived and made it back to Earth young Nova. While Mephisto may be unable to attack all of you here on Earth, his powers elsewhere are near omnipotence. However, it is something I will remedy now."

The Vision fires a solar beam from the crystal on his forehead, and it hits Nova with full force. Nova goes crashing through the wall.

The battle is on. Hawkeye fires an explosive arrow at Vision, who has become intangible, and it passes harmlessly through him. Falcon is the next to attack, he tries to grab hold of the Vision's cape. Vision tears at the Falcon's back and tears off the Falcon's wing harness, along with most of the flesh from the Falcon's back.

Captain America prepares to hurl his shield. "You can't beat all of us Vision."

"That is yet to be seen Captain, but rather than take a chance, I have invited a few of my new comrades."

Bursting through the doors are Tiger Shark, the Scorpion, the Rhino, Whirlwind, and the Wrecking Crew.

"They are all headed to Hell anyway, but in helping me, they ensure themselves a good seat when they get there."

The Wrecker winks at Iron Man.

There are screams directly outside the mansion. Crashes are heard.

The Vision smiles. "The demons are here. Just as Mephisto promised. Shall we begin Captain?"

Cap throws his shield towards the Vision. "Avengers! Attack!"

10:45a.m. - Eastern Standard Time - The Gates of Valhalla, Asgard

Thor and the Valkyrie stand and watch as the gates separating Valhalla and Asgard buckle. The wooden gates have splintered in the last two hours.

Thor pauses. "What transpires here fair Valkyrie?"

It is now the Valkyrie's turn to pause.

"It has been a burden that all Valkyrie's have carried. There were prophecies among the women warriors that the day would come when the dead would walk. The gates of Hel would be held by Asgard's warriors, yet Valhalla would have to be held by Asgard's greatest warrior, and Asgard's greatest weapon."

Thor scowls as he listens to her story, then he raises Mjolnir and tries to see if there is something to his lifelong weapon that he has never noticed before. He holds it horizontally at eye level, using the gates of Valhalla as its backdrop. It has never come to his notice before, but now almost like a beacon, there seems to be an indention identical in size to Mjolnir.

Thor gasps. "Mjolnir? A key?"

"Aye, and you Thor have to make sure that it stays locked."

They both shudder as once again a great thunder is heard from the other side of the gate as it is crashed into yet again. Thor really doesn't want to know what's on the other side.

11:00a.m. - Eastern Standard Time - Avengers Mansion, New York

Two hours ago Scott Summers, also known as the mutant Cyclops, was enjoying a morning jog around the grounds of the Xavier Institute. Today was supposed to be a special day for them. Professor Xavier had summoned everyone with ties to the X-Men to partake in a reunion of sorts. One hour and fifty eight minutes ago Magneto and hundreds of what appeared to be demons, broke through the school's gates. One hour and forty-six minutes ago, Wolverine killed Gambit and then Bishop. Sometime in the next half an hour, the Angel had been crucified and Nightcrawler's tail was cut off. One hour ago, Professor Xavier and Magneto had once and for all killed each other. Forty-five minutes ago, Scott unleashed a full force optic blast that sent Wolverine hurtling over the Institute's walls. Twenty-eight minutes ago, he hopped aboard a damaged Blackbird jet with his brother Havok, the near death Angel, and the mutilated Nightcrawler. There were some students who may have made it out of the grounds, but anyone who was ever an X-Man, was now dead. Bobby, Hank, Lorna, Ororo, Rogue, even the kids like Jubilee and Paige. Right now he was trying to get himself out of the crashed jet. Outside on the street, he could see Spiderman, Dr. Strange, the Thing, Luke Cage, and some young woman he's never seen before, fighting for their lives.

Both Angel and Nightcrawler had passed out during the flight, and it appears as if Havok got knocked out during the crash. Cyclops hobbles over to the doorway. "Spiderman! Spiderman!"

Spiderman is fighting for his life against the hordes of demons. He had been distracted, but he heard the jet crash. He looks over to see Cyclops screaming at him. "Spiderman! I'm going to clear you a path! It looks like they need your help inside!"

Spiderman glances towards the mansion. They made their way here to get help, but now it seems as if they're the Calvary. He nods in understanding. A red flash illuminates the nearby skies, and true to his word, Cyclops has given him an opening. He begins to leap towards the mansion. In his peripheral vision, he sees more of the red bursts. Cyclops has made his way out of the jet, and is cleaning house.

11:11a.m. - Eastern Standard Time

A zombie that used to be a part time bus driver and aspiring screenwriter steps into the broken Blackbird. The blood covering the three mutants is just as good as a beacon advertising an all-you-can-eat buffet.

11:12a.m. - Eastern Standard Time

Spiderman leaps into the mansion. He sees the bodies of Iron Man, the Wasp, Yellowjacket, Whirlwind, the Rhino, and every single one of the Wrecking Crew lying on the floor. He's not a doctor, but they all looked dead to him.

"Oh my God."

Spiderman has been doing this just as long as anyone else. However, he has never seen this kind of carnage. He sees Captain America fighting off the Vision and makes this his fight. He blasts the Vision with webbing to the eyes.

"Cap! What's going on here? Why are you fighting the Vision?"

"Spiderman? It seems that the Vision may have brought this upon us."


The Vision has turned intangible, and the webbing drops to the floor.

11:15a.m. - Eastern Standard Time

Off in the next room, Nova crawls over to the Falcon.

"Hey Falcon? You okay?"

The Falcon is bleeding profusely from his back. He can't pick himself up.

"I think this is it. He tore my back up pretty good. I can't stop the bleeding."

Nova puts his hands on the Falcon's back, trying to apply pressure. "Oh man, what are we going to do?"

"Go outside and help the rest of the team. I'll be okay."

Nova picks himself up. It feels like his ribs are broken, which scares him because he's supposed to be invulnerable. But at least he can feel pain, which is more than he can say about Quasar and Photon. He's always considered himself a part-time Catholic, but after seeing Mephisto on the Moon, he was sorry for his lack of effort in getting to church on Sundays. He wanted an opportunity to prove himself to Cap and the rest, and it looks like he was getting it right now. Out of the corner of his eye, he notices Quasar's quantam bands on the floor. He stares at them, and then turns to the Falcon.

"Falcon my friend, I think you're going to be fine."

11:21a.m. - Eastern Standard Time

Dr. Strange, the Thing, Turbo and Cyclops continue the battle outside. The added firepower of Cyclops' blasts has evened the odds a little. Turbo cries as she decapitates another zombie with a hard wind shear. Cyclops yells to her. "Keep it up girl! You can cry later if you survive!"

The Thing sidles up next to her and fights back-to-back with her. "Keep it up kid! You're doing fine. It'll be over before you know it." Corpses fly everywhere, and demons alternate between attacking the heroes, and snacking on dead human flesh.

Inside the Blackbird, Havok is slowly coming to. He sees the famished zombie stepping towards him. He raises a hand to blast the creature, but his vision becomes blurred and the room spins on him. He tries to shake it off, but all he can see is the pasty figure getting closer. Suddenly, the figure's head explodes and a darker figure stands over it. It's Luke Cage. "Take it easy Homey, I got your back until this clears up." Havok smiles and then passes out.

11:26a.m. - Eastern Standard Time

The Vision faces Captain America and Spiderman, ignorant of She-Hulk bearing down on him from behind. Vision puts his intangible hand into She- Hulk's chest, and pulls out her heart. She seems to look at it as she collapses.

"I tire of this Captain. Let's finish this shall we?"

From behind him, Nova stands tall, next to him is the Falcon. Although he was mortally wounded and lost his wings, he too stands proud. Cap notices the quantam bands on Falcon's wrist, and has to adjust his eyes to the solid-light wings that they've created for the Falcon.

"If you want Cap, then you're going to have through us first."

This gives Vision a moment of pause.

"That can be arranged Falcon. Nova is overdue for his death anyway."

Stepping through the rubble of the front door are Cyclops, Thing, and Turbo. Cyclops throws down the final challenge. "I don't know why you're like this Vision, but if you're the reason the X-Men are dead, then you're on your way to Hell yourself."

Faced with insurmountable odds, the Vision makes a break.

"Stop him!" yells Cap.

The Vision streaks straight towards Cap and actually takes a swing at him. Then he turns intangible, and Hawkeye's arrows go right through him.

"I'll get him!" shouts Nova.

The Falcon holds him back. "No. Let him go. We have bigger concerns now."

Nova looks up to see Captain America holding his side. The blood seeps right through his gloves.