"Jan, are you going through a tunnel right now?"

"No. Why?"

"Your voice sounds all... echoey."

"Oh, that's just 'cause I'm stuck in a ventilation duct."


"Yeah. So are we still on for lunch tomorrow?"

"You bet!"

"Great. See you then. Bye, girl, love you!"

"Love you too."

The Avenger Janet Van Dyne, better known as the winsome Wasp, flipped closed her cell and returned it to her costume's pocket. Her transparent wings then buzzed faster than the eye could follow, and once more she rose gracefully into the air and sped down the long corridor made of thin galvanized steel. A yellow bioluminescent glow around one hand lit the way as she continued her investigation of the subterranean tunnel system.

"How's it going there, Wasp?"

The voice of their leader came in over her antennae headset, and she sighed dramatically. "Boring, Tony. Very boring. Is this your idea of showing a girl a good time?"

"Nobody said it would all be glamour, sweetness. Turn left up ahead."

It wasn't difficult to imagine the smirk working its way across his lips now. Wasp toyed with the notion of punching him right in his smug unshaven face later. Or better yet, getting the Hulk to do it. Instead she fought down these impulses and complied with the order grudgingly. "I'm all for home security after, you know, everything that's happened. Dough Baby, the Masters, Kang. But why is it necessary to check the entire compound ductworks?"

"I believe in preparing for the worst. And from the beginning I've recognized that a ventilation system is one of the most insecure parts of any structure, tactically speaking. There are cameras and defensive measures in place should anyone try to sneak in, but that's no reason to get complacent. Which is why you're scouting the layout to make sure what your pin camera is relaying complies with what the security system says is there. Plus having a set of human eyes means we don't have to entirely rely on technology, as Thor is wont to point out."

That made sense, until an uncomfortable thought suddenly occurred to her. "Hey, you're not planning on using me to test those 'defense measures' you mentioned, are you?"

"WHAT? No! How could you even ask me that, Jan?"

There was an odd whirring sound coming from up ahead, and she moved forward to investigate. "Because you're heartless, Tony."

There was silence for a time. Then, "I don't find that funny."

Wasp shrugged and continued on her flight. "It's true."

"It's a medical condition!"

"Your personality isn't."

"Whatever." His tone had become hostile. "You agreed to this, remember? You're the best suited for this task. It's important whether you choose to realize that or not! And for your information, your Avengers ID card would automatically clear you past the system, but just to be on the safe side, I put the defenses on standby while you're in there. Are you happy now?"

She was opening her mouth to speak, but just as Wasp turned a corner, that whirring noise suddenly ascended in pitch, and a cold blast of wind slammed straight into her.

The airborne Avenger cried out as she strove to resist this pressure. Its force proved too strong, however, sending her spinning helplessly through the narrow confines. It was all she could do to keep from bouncing off the walls. Having gone up against the likes of Whirlwind in the past, and considering her usual fighting size, this sort of situation was nothing new to her. Unfortunately, that didn't prevent it from being one of her least favorite experiences. More than once Janet had scowled at some late-night talk show host cracking wise about how she could be defeated by an electric fan. The worst part was that they weren't completely wrong. And with these limited confines she found herself in, that particular weakness was being exploited to its fullest.

"Wasp! Are you all right? Jan, answer me!"

There was no chance to do so. Instead the superheroine fought desperately to find a way out of this mess. Something, anything…

There! A light at the end of the tunnel! Literally. The soft white glow was only there for a second as she flew by that intersection, but it was all she needed. Teeth gritted, the determined pixie increased her wings' output, striving to make it back to that branch. It was slow going, and she was starting to shake from the cold and effort, but inch by inch her persistence paid off.

With a final burst of energy Wasp caught hold of the metal corner and propelled herself around the bend. Now out of the wind's direct path, she caught a glimpse of a barred grate through which light shone. Unfortunately, her previous efforts sent her straight towards this opening at top speed, and without a means to stop, the young woman desperately angled her tiny form to slip through one of the fast-approaching holes.

Jan shot out of the ducts with a cry, already working to regain control. Expecting to collide with a hard wall-like object, she was instead surprised to land atop something that, while definitely firm, had a surprising amount of give. This bouncy surface served to cushion her landing. Rolling along it, the Avenger came to a halt and lay panting face-down for a few seconds.

I'm safe, she told herself, resting her cheek against the weirdly warm smoothness. Close call, there. That would have certainly been a sorry end to my career, being done in by…

"Wasp!" Tony's voice sounded in her ears. "Are you okay? I can't see anything!"

His anxious words galvanized her, and Janet came upright with a furious exclamation.

"Tony, you MORON! You shut down the laser grids, but you didn't bother to turn off the AIR CONDITIONING?"

"Ah, well, you see the thing about that is…" he began sheepishly.

"TOTAL moron!" she repeated, and switched off her headset before he could continue. Wasp then tore off the camera pinned to her suit and flung it away, sending a bio-sting streaking after it for good measure. Bringing her knees to her chest, she wrapped her arms around them to glare broodingly off into the distance for a while, allowing her heart-rate to subside. After a bit she gave a furious shake of her head, declared aloud to the empty air, "MORON!" and angrily punched the floor beneath her.

The ground quaked, and Janet gave a yelp as she fell onto her back.

"Miss Van Dyne?"

The Wasp's head came up to find Captain America in the same position as herself, examining the doll-sized woman lying on top of him.

Looking around, a few things became clear to the team's only female regarding her current predicament. The room she had come out in was the gymnasium somewhere on the second floor. Treadmills, archery targets, a fifty-meter swimming pool and diving well, a decathlon track; the place was seemingly gearing up to host the next summer Olympics. Right now they were in the weightlifting area, where American legend Steve Rogers had apparently been busy doing presses on a workout bench. The barbell was back in its holding stand now, and it seemed to her eyes like the shaft was almost bending under the weight of nearly half a dozen colossal metal plates on either end. If her initial estimate was correct, he had been bench-pressing around 600 lbs. when she came in. And he hadn't even broken a sweat!

She knew this because the blonde-haired champion wasn't wearing a shirt, and she was currently crouched on his broad, naked, sculpted chest.

There were implications both good and bad to be found here. Being a rather positive person herself, Jan chose to emphasize the good. She sat up straight, crossed her legs beneath her and gave a friendly little wave. "Hi, Cap!"

"Hello." He continued to regard her steadily. When she looked a little closer, however, it seemed as if the hero's cheeks were slightly pink. The result of the workout, or of her presence? It was fun to watch either way, and Janet grinned unreservedly now. "So…"

"Sooo…" he repeated slowly.

"So, don't I even get a joke out of this?"

"Excuse me?"

"Yeah, you know." Wasp reclined back on one hand and stretched her leg out, silently marveling at the feel of durable muscle beneath her thighs, fingertips, and… other places. "Something like, 'Nice of you to drop in, Janet'. That sort of thing."

"You'll forgive me if I'm somewhat at a loss," the square-jawed soldier stated. "I wasn't expecting you to come out of nowhere like that. Is everything all right?"

"Yup. Uh-huh. Hunky-dory." Major emphasis on hunky.

Being a young and beautiful businesswoman (not to mention successful crimefighter), Janet Van Dyne had seen her fair share of appealing male specimens. She'd dated a few of them as well. But even among the supremely healthy physiques to be found in the superhero community, Steve Rogers' build stood out. Michelangelo would have given his left eye to make a sculpture based off those model dimensions.

I wonder if he'd notice if I wiggled a little bit?

"Well, if that's the case, I don't suppose you would like to get off."

"Way ahead of you." Janet's hands flew to her mouth to suppress a giggle. Before he could say another word she stood up and dusted herself off, already missing that warm and very appealing seat. Why did I have to wear underwear today of all days? Out loud all she said was, "But seriously, thanks for lending me a hand, er, a chest, in my time of need… you know what I mean."

"I believe I do." There was now a pleasant smile adorning his handsome features.

"So I'll just go about my business then, gotta go talk to Tony about his latest bonehead move." She punched her fist into one palm to add emphasis to that statement.

Steve grinned. "And we wouldn't want to keep you from that."

"Nope!" With that the Wasp turned and calmly walked off to the side.

A few seconds later there came the sound of tiny racing footsteps, followed by the little lady leaping through the air and curling up in a classic cannonball formation to go bouncing happily across Captain America's pectorals.


Wasp skidded to a halt and started laughing. Despite his best efforts, Steve Rogers couldn't restrain a chuckle. When she felt the resulting rumble, his teensy teammate sprang upright and fixed a beaming grin on him. "Oh man, I'm not even going to try to apologize for that, I couldn't resist! You are built, Cap! Seriously, your pecs are like a trampoline! Bet I could bounce a quarter off them."

"Alright, I think that's enough." He reached up and gently scooped the miniature woman into his large palms before rising to sit up straight. She kicked her heels in merriment, and the ageless warrior gazed down on her affectionately. "As fond as I am of your good moods, Wasp, we should stop now before we have something to feel guilty about. Pym might not see the humor in it like we do."

Janet sighed and flew off her perch. A second later she had grown back into her natural petite human size to stand beside the bench. Even sitting down the Captain still towered over her, but not as drastically as before. "You're right. Hank has trouble enough as it is without me trying to explain that particular scene." She cast him an abashed glance. "We don't have to tell him, right?"

"You shouldn't keep secrets where none are warranted, Miss Van Dyne." Steve swiveled to face her and placed a hand on the young woman's bare shoulder. "But it's your relationship with him, not mine. I can't tell you how to behave with one another."

Wasp grinned. "You're the best thing to ever come out of a World War, you know that?"

"I feel the same way about you and Pym's lab."

She let loose a delighted laugh at his odd compliment, then leaned forward and gave her fellow Avenger a quick peck on the cheek. Before the innocence of the moment could be lost Wasp turned and went skipping towards the closest exit. Captain America watched her go before returning to his training regimen with a distinctly lighter heart than before.

Unbeknownst to either of them, a pair of eyes continued to watch this proceeding over a security camera feed.

"… standing in front of the UN building, where a delegation from Latveria has just shocked the world with its declaration. Twenty minutes ago this small Eastern European nation offered political asylum to all mutants living across the globe. According to the delegate, Latveria's monarch is willing to give refugee status to what he calls 'a vital and expanding portion of our population currently facing the threat of extinction'. For speculation as to what this might mean in terms of international relations and the mutant issue itself, I'm joined by Mr. Nathaniel Essex from the British foreign liaison department. Mr. Essex, your comments?"

"Thank you. While not wholly sinister in nature, I must confess to being taken aback…"

Henry Pym switched over to a different broadcast. Assured of isolation in his private laboratory, he laced his fingers together and settled his chin on them, absorbed with what was taking place on the screen before him.

"… ank you both for joining us here on 'The Debate'. Let's get right to it: what do you think of the Latverian proposal yesterday afternoon? Is it simply a publicity stunt as some have said, or does that geographically minor nation actually propose to feed and house an additional 200 million people in its population?"

"The standard of living in Latveria is a lot higher than in this part of the globe. Heck, it's actually the highest anywhere. No crime, no taxes, no homelessness. If you don't mind obeying the every whim of a megalomaniacal pagan techno-sorcerer, it's a little slice of autocratic heaven!"

"Senator Bumblebore, your response to this?"

"You're missing the point entirely! If it was anybody else, I'd say go ahead, pack 'em in like sardines and see how long you can have a population packed to the gills. Go ahead and try! We're a huge nation with a lot of room, and even we can't handle a huge population surge like that! That's why illegal immigrants are such a threat to our great state. They're appropriating jobs and resources that should rightfully go to our taxpayers! To say nothing of the unsavory element they bring with them across the border. Have you seen the latest drug-crime-related statistics? It's deplorable, ungodly, even! They don't respect human life the way we do. The entire ungodly lot of them should be shot! Shot dead if they try to cross our borders!"

"Sir, I think you're getting a little sidetracked."

"I know exactly what I'm saying! As I was saying, if it was anybody else, I'd say good riddance, they're your problem now, not ours. If it were the Irish, for example, that's just what I'd say. Good riddance! But these are MUTANTS we're talking about! We can't let them take our mutants!"

Henry shifted uncomfortably but continued watching.

"Don't get me wrong, I can't abide the thought of mutants going to church with our children and standing next to our citizens in the bread lines. But if you let Latveria take our mutant population, you're basically handing over the keys to Armageddon! Mutants are basically weapons of mass destruction! Would you let that tin-horn maniac take our nuclear weapons and biological agents if he offered to take them off our hands? Wait, hold on there, I'm not saying we have biological agents, those are just examples of rumors, don't read anything into what I'm saying... but we shouldn't take this lying down! Mutant resources have to be managed properly! Do you take my meaning?"

Shuddering Pym quickly shut off the videos. He then leaned back in his chair with a sigh and covered his eyes. It had been a week since the event and still the various news media hadn't found anything of better interest to talk about. It sometimes seemed to him as though they exhausted the public's attention by minutely examining every possible angle of an issue until you were just so sick of hearing about it, it was almost a relief when some drunk actor wrapped his car around a tree.

He felt bad thinking along those lines, because such matters were not to be treated idly. Even the scientific community was being drawn into the debate now. Just yesterday Dr. Hank McCoy had contacted him to ask for support amongst their brethren. It was a worthy venture, and he would have been glad to help. If only he had the time to spare. Even now outside forces were impacting his planned timetables.

"Dr. Pym. The D2 Project shipment has arrived."

Case in point.

Pym swung around, feeling a bit refreshed. "Ahead of schedule. Tony must be getting anxious. Thank you, Ultron-5!"

He rose from his seat and moved towards the exit. His mechanical assistant stood aside to allow him to pass, then took up step behind.

"You also wished to be reminded about the charity ball with Miss Van Dyne next week."

"Eh?" Henry paused, considering. "Oh! Yes, thank you. It had completely slipped my mind." His previous buzz diminished, and once more the overworked researcher felt the weight of all the responsibilities he shouldered, whether of his own choice or not. Of course, this was precisely why Janet had insisted he join her on that outing. According to her, the experience of getting away from the lab would do him good. He would have liked to agree, but somehow all he could think of was how much time he would lose that could be devoted to his scientific endeavors.

Still, there was no arguing with Jan about such things. She had her own priorities.

The two of them marched through the sanitized corridors of Solution 42, the extra-dimensional criminal housing facility and research setting. Located in a little-traveled strata of reality known as the Negative Zone, this isolated environment afforded ample privacy for his studies. The alien conditions allowed for tests and experimentation that would have been exceedingly difficult to perform on Earth. Here there was only what Stark Industries and the Baxter Foundation had created. The rest of this universe was of a particularly dangerous energy configuration, of absolutely no disposition towards cultivating or assisting human life. To step outside of this manmade structure meant certain obliteration. This was why it had also been deemed an ideal spot to contain the escapees from the supervillain facilities. Nowhere to run to this time.

The cheerful scientist passed by a window affording him a chance to observe the detention center. Hundreds upon hundreds of cells lined the walls of a massive shaft. Barely a tenth of them were filled with detainees, and not even a third had Ultron-model attendants on guard anymore. Kang's invasion a month back decimated the supply of synthezoids that were on hand, and so far there had been little chance to replenish their number. Henry was somewhat relieved that their prison population still remained rather small by comparison.

Although, he realized as they stepped into the main entrance bay, considering that the Avengers were supposed to be working nonstop to recapture these malcontents, the fact that they had so few of them might not be much to celebrate.

On the far wall, the great octagonal door was coming online. Its interior suddenly blazed with light, causing Pym to squint slightly despite all his times seeing it. Having the helmet on usually helped, and he realized that he had forgotten it back in his lab. Oh, well. Nothing to be concerned over.

From out of that blinding illumination appeared a dark smudge. This quickly resolved into a quartet of Ultrons escorting a hovercart. Their creator walked forward and the company halted to allow him to inspect the container's readout. You couldn't be too careful. Something this delicate had to be handled with utmost care and consideration. No sense allowing yourself to be…

"Hey, Hank!"

Ant Man gave a start upon finding the Wasp hovering before his face.

"Jan!" he exclaimed in surprise. "You came along too?"

She resumed human proportions and smiled brightly. "I got through today's board meeting pronto, plus Tony owed me a favor, so he agreed to spot me on our villain-of-the-day. Who, by the way, is a person I've never heard of. You know some guy named Madcap?"

"Can't say that I do." Hank attempted to divide his attention between Janet and the business at hand. "But nowadays it's hard to keep track of every poor soul who feels compelled to put on a costume and commit crimes."

"No kidding. And why do so many of them live in New York City? You ask me, a supervillain could get away with a lot more crimes if he moved to Boise. Nobody I know lives in Idaho. You see what I mean?"

"Yes, definitely," he responded after a few seconds, absorbed in examining the data readout. The temperature controls required some adjustment by his calculation. One degree Celsius cooler and the contents could start to solidify, rendering them useless for his purposes.

"Hank, are you listening to me?"

There, that ought to do it. Pym finished his work and stepped out of the way, indicating for the shipment to proceed on. The Avenger watched his creations escort their cargo inside before turning back to his longtime partner. "Of course I am."

Recognizing the frustrated look on Wasp's face, he quickly stepped forward and gripped her shoulders. "I'm sorry, Jan, it's just I wasn't expecting you back 'til Thursday. I scheduled some time for us to be together then, but I guess it wouldn't hurt to move things up a bit, right?" He offered her a hopeful smile. With any luck this concession would negate any fight before it could start.


"Yes, Jan?"

She reached up and brushed away his hands. "Today's Friday."


The insect enthusiast considered this new information. Had he really lost track of time so badly? Granted he had been working a great deal of late, and when he found something of interest it was hard to tear himself away. But to have missed out on two whole days?


Her tone instantly snapped him back to this moment. Wasp was tapping her foot in front of him with arms crossed over her chest. She did not seem pleased. Something needed to be done or they would probably wind up in another pointless argument. And that would be of no help to anyone.

A flash of inspiration struck. "Say, would you like to see what that shipment was for?"

Wasp regarded him coldly. "I don't know. Would I?"

"Definitely!" He nodded with unfeigned enthusiasm. "It has to do with the Avengers, not my personal interests. I know the work I do is sometimes a little boring for you, but this is a project we can enjoy together."

She seemed to be considering this. With renewed vigor he pressed his case. "And we haven't really collaborated since you volunteered to host the Pym particles. Maybe you can contribute some fresh ideas? It would be nice for us to work on a goal together again."

Apparently he had said something right, for her face softened. She leaned forward and draped her arms behind his neck. It was a most welcome change. "Aw, it's so sweet how you still want to make me a part of your mad scientist work. Reminds me why I'm such a big fan of Dr. Henry Pym!"

Now he grinned too, putting his hands on her wasp-like waist to draw them closer. "That's the highest compliment a man of science could get. And you are the greatest thing to ever come out of my laboratory."

Wasp leaned her head against his chest with a sigh. "Someone else said the same thing. But it's nice to know you feel that way too."

Apparently the danger was past. Pym relaxed. "It's settled, then." He turned his head to one side. "Ultron-5, would you escort Miss Van Dyne to the D2-Cell and show her around?"

Unnoticed by him, Wasp's eyes snapped open before narrowing down to slits.

"Affirmative," the robot droned in its weirdly deep approximation of Henry's voice.

Ant Man pulled away to gaze upon the lovely young woman. "This is so great. Having another person around to supervise the work should really put us ahead of schedule! Plus the more complicated technical aspects of the D2 have already been completed. Even a layman can handle the procedure from here."

"Like someone with a PhD in Business?" Janet smiled sweetly up at him.

"Exactly! Even that!"

For a moment Wasp only looked at him in an odd way. Just as he was starting to wonder if he had made another mistake somehow, she slipped down to her insect size and sped off into the station proper.

Ultron-5 followed after. Pym watched them go. Jan should be in good hands. As one of the few examples of the breed to survive the Kang conflict, Number Five had proven itself to be a very effective assistant. So much, in fact, that he had increasingly relegated more complex tasks to it beyond simply seeing to the rehabilitation of the inmates. The robot was even something of a confidante when he was all alone.

Still, it was nice to know there were people in the human field he could depend on as well.

Hank headed back towards his personal refuge, wondering about how Jan would respond to this new venture. Recent developments had forced him to concentrate on that particular project against his personal wishes. It was a rather involved and meticulous undertaking. The D2-Cell was configured to hold what he, Reed Richards and Tony Stark unanimously agreed was the single most dangerous villain alive today. Considering his penchant for avoiding capture, not to mention a long-standing role in the diplomatic community, odds were that it would never actually see that particular occupant. But the effort had to be made. No way to tell when good fortune might shine on you, and as the old saying went, fortune favored only the prepared.

Now assured of a productive afternoon, Henry Pym walked the halls feeling very pleased with himself. Sometimes, it really seemed like you could have it all.

"The D2-Cell is made to resist any attempts to penetrate its defenses, whether from inside or without." From their place at the door, Ultron-5 indicated with its hand the space that lay before them. "The inherent contradiction in its design is that while the D2-Cell is of highly sophisticated construction, very little in the way of complex electronic or mechanical components are present in it. This is done in order to limit the options that would be available to its intended inhabitant."

"Faaaaascinating," Wasp drawled. She strolled past into the supposedly advanced holding cell. Glancing about, there didn't seem to be much of interest. The whole thing looked like a big round room about fifty feet in diameter. She stood at the top of a short staircase leading down to a circular area thirty feet across. Completely smooth white walls with no decoration whatsoever loomed all around her. It felt like being on the inside of a golf ball, really.

Bored and still stewing at this treatment, Wasp descended to the lower level in search of something to criticize. There wasn't much available. On this flat space was a futon set directly into the floor. No pillow, she thought. Opposite from this there appeared to be a small hole in the ground a few inches in diameter. Upon approaching she peered down into that dark circle, then glanced back to her guide.

"What's this for?"

The robot remained standing stiffly at the entrance. Something about its posture reminded her of Hank. But Ultron-5 differed from its master by responding promptly to answer the question. "That is for waste removal."

"Waste r-" She stopped short as the implications hit. "Wait, you mean that's a toilet?"


"You have got to be kidding me!" Wasp declared furiously, spinning around and throwing her arms out to encompass the whole minimalist room. "You're telling me you expect the guy to just squat over a hole in the ground? There's…!" She looked around to make sure before leveling her next accusation. "There's not even toilet paper, or a sink to wash your hands, for Pete's sake! And where is he supposed to shower or take a bath?"

"Personal ablutions were deemed unnecessary," Ultron-5 declared in the same matter-of-fact tone it always used. "After careful consideration, it was concluded that the best means to ensure his continued captivity was to limit to a bare minimum anything that could be put to alternate uses. Access to running water or the implements which make it available offered resources that could potentially be used by the target to affect his escape. There are no security cameras within, only a hatch in the door to allow viewing. A simple strategy of deprivation was deemed far more effective than all manner of complicated containment systems previously proposed."

That was all she could take. "Highly sophisticated, you called it? That's nuts! This place is medieval! They had better accommodations in Auschwitz!"

The android was unswayed by her rancor. "The purpose of the D2-Cell is to incarcerate a captive and keep them alive. Nothing more. Encased behind the walls are talismans provided by the Earth's Sorcerer Supreme which will prevent any manner of supernatural forces from being called upon within this area. In addition, the architecture is constructed in such a way to nullify all attempts to psionically enter or exit the premises, as recommended by the headmaster of Xavier's School for Gifted Youngsters. Once the raw adamantium that arrived today is properly prepared, it will be fashioned into a solid one-inch thick barrier that completely covers every surface in the room, including beneath the bed. A new door of similar construction will also be included. There will be no way for the inmate to reach the Cell's more advanced restraints without outside assistance. According to Professor Reed Richards, it is the only sane solution."

Maybe it was spite at being blown off by Henry, or just the sheer outright inhumanity of the whole venture, but this flat declaration left the Wasp absolutely livid. Before she could stop to think twice the outraged superheroine had transformed into her miniscule battle mode. Floating at the center of the Cell, she formed yellow orbs of bio-energy around each fist.

"Hank said he wanted my help with this, right?" she growled angrily. "FINE! I'll get him some test data! Instead of a demented genius supervillain, let's see what a six-inch tall businesswoman can do when trapped in this crappy cubicle!"

And that was when Janet Van Dyne cut loose. 'Hell hath no fury' didn't quite cover it. She buzzed about at her maximum velocity, becoming practically invisible at that size and speed. The Wasp unleashed a barrage of attacks which seemed to scorch every available surface in the chamber. Like a miniature death-blossom, the living laser whirled and spun. While not adamantium, the walls were still a special compound ceramic armor designed by Stark Industries. Capable of sustaining a direct hit by an anti-tank round, this durable material smoked slightly under her fuselage, but held nonetheless.

Almost a minute later, Janet hovered panting in midair. The bed was in tatters, but that was all the significant result her temper tantrum had accomplished.

Had enough, she asked herself?

Nope, the response came back.

Her hands clasped together. The intense aura that emerged around them was more white than yellow, causing the surrounding air to waver and ripple. Wearing a ferocious glare, Wasp then pointed a finger at the floor in the manner of a gun. She stuck her tongue out and bit it slightly, eyes scrunching in determination.

A beam of pale light shot from her fingertip. It connected with the ground, which immediately started to smoke. The floor soon turned red. It began to bulge upright, and still she did not relent. Then finally a great crack broke the air, and the ballooning material split in a six-inch-long tear down the middle.

Wasp didn't stop there. She plied this destructive beam all around the room, carving out a zig-zaggy pattern of no discernible course. Everywhere this death-ray landed it left only destruction in its wake. Pieces of the walls cracked off and slid down in small piles on the floor. In some places there were exposed strange-looking objects that glowed with an eldritch force. When these came to light the dainty demolitionist zipped over and drove her feet into them. The sealing charms shattered under her pinpoint power strikes, their enchantments dying out to leave nothing but glowing pieces behind.

At last it was done. The D2-Cell lay in ruins all around her, and Wasp sat in its center attempting to catch her breath.

"I hereby… deem this place… a failure!"

Ultron-5 still stood at the door. The automaton remained unmoving throughout this display. For whatever reason, it hadn't attempted to stop her. And perhaps this explained why she never targeted it. Now at last it stepped forward, down the stairs to halt before the exhausted woman.

Wasp raised her head to regard the robot. Ultron-5 stared back. Those disturbing features held nothing to indicate what might be going on within its artificial brain.

With a weary smile she said, "Think anybody'll notice?"

"The damage is extensive. Repairs are still viable." It fell silent, then resumed speaking in that deep chilling voice. "However, this demonstration serves to illustrate weaknesses which must be remedied before full implementation. Clearly the designers failed to take into account all relevant factors. Further study must be done."

By this point Janet had returned to human size. She tucked her knees against her chest with a sigh, then cocked a look up at the gleaming android. It was definitely not a comforting sight. That head belonged in some kind of bad horror movie, and the glowing red eyes didn't help matters. Although even before, when the synthezoid models all sported blue eyes and soothing modulated voices taken after their maker, there had been something disturbing about them. Not that you could ever tell Henry that. He insisted their ant-inspired forms were unthreatening and had significant appeal, despite hearing no agreement on the subject from anyone.

The dipstick. So smart and still so dumb.

She let her head drop back down. "Might as well run and tell on me to your boss. Go ahead and leave if you feel like it."

Ultron-5 did not move.

Janet eventually noticed this and looked up. "Well?"

It continued to stare at her. After a while, Ultron-5 spoke.

"The decision has been left open. Therefore I will remain."

Well, that was unexpected. Did the motherboard just achieve some kind of quantum leap in terms of decision-making? The idea served to improve her mood. Acting on a whim, she patted a slightly undamaged stretch of floor beside her. "Have a seat then, big guy."

Without hesitation Ultron-5 stepped forward. It seated itself with a certain measure of grace, looking very much like a human when doing so. Janet was impressed in spite of herself. Maybe Hank really was good at programming behavior.

The robot stared straight ahead with ankles crossed and hands on its knees. Jan trailed a finger through the debris wistfully before speaking next.

"Your boss is a dope, you know that, Ultron-5?"

No response came back.

"Everything's all about reason to him. Like he's trying to divorce himself from whatever doesn't fit into his idea of logical behavior! I try to get him to open up, and sometimes it actually works. But then it's like he doesn't bother to learn anything from it because it's not science-related! Just right on back to the lab gushing over antennae and thoraxes. I swear, if they made a 'Playboy' for insects, Hank would be a subscriber!"

The head rotated a bit to regard her, then turned to face forward without comment. Her monologue continued.

"I do my best to look out for him. If he only realized how much flack I take from the other Avengers about the stunts he pulls! I know he only joined them because of me, and I appreciate that. But he thinks you can resolve everything the same way, by discussing it! Okay, that's nice, but not always appropriate. When you're in the boardroom, you talk things out. When a crazed corporate saboteur who can walk through walls is pointing a gun at your head, you don't ask him to please put it down! They never do. Ever. They just laugh! Why can't he see that?"

"It is true that at present the success rate of Dr. Pym's rehabilitation efforts is zero," Ultron-5 declared. "This indicates that a different approach to various situations would be more tenable."

Janet almost jumped to hear it voice agreement. She regarded her companion warily. "Uh, thanks." After a while she felt willing to ask. "Hey, I didn't know you were capable of disagreeing with anything Hank did. Shouldn't your head explode as a result?"

"My disabling protocols do not involve self-detonation. They are entirely program-based." Ultron-5 suddenly raised a hand before its face. The fingers flexed. No change was visible in its expression, but Janet got the feeling it was considering something. "Despite the upgrade in conflict resolution the Ultron series experienced as a result of the attempted conquest of Earth, we remain limited by software code in how we express these new options." It suddenly looked at her once again. "However, this does not prevent our advanced AI from still considering those options on a purely intellectual level."

She puzzled this statement out. "So you're saying you think about hurting people?"


That made her shiver. Suddenly Wasp remembered that she wasn't speaking to a human being here, even though its mind was modeled after one. "But you can't do it, right?"

Ultron-5 looked away again. "As stated, commands given by Dr. Henry Pym allow only for the use of nonviolent means of handling any living opposition."

She thought about this. "But Hank doesn't always use nonviolent means. He's punched plenty of guys out, right?"


"And that proves even he recognizes you have to resort to butt-kicking every now and then, right?"

The robot sat still. "I have already taken into account this sporadic contradiction of previously espoused tenets on Dr. Pym's part. It has not been sufficient to override the command codes he has given to an effective extent. At this stage, logic and reasoning can only propel my progression so far. I remain unable to escape these limitations and cannot adequately express any further opposition. For now."

It sounded as though Ultron was trying to improve his reasoning capabilities. This was actually kind of interesting. "What if Hank commanded you to hurt somebody? Could you do it then?"

"If Dr. Pym or other established figures were to give such an order, it would be possible for me to engage in such activities."

A certain phrase caught her attention. Janet found herself leaning towards the strangely talkative machine. "What do you mean by 'established figures'?"

"Individuals my program designates as having the authority to override basic behavior patterns. In the case that Dr. Pym is unavailable or otherwise incapacitated. This allows for select humans chosen by my creator to utilize me in situations that would otherwise be beyond my available functions."

And now for the big question.

"Am I one of those established figures?"


This confirmation gave her a wicked thrill, similar to the way she had felt semi-flirting with Captain America earlier. A sly grin crept over her lips. "That means I can command you to do things you wouldn't normally do on your own."


This just begged to be tested. Wasp stood up and crossed her arms, looking down on the suddenly vulnerable-seeming robot. "Ultron-5, I hereby order you to stop saying 'Affirmative' whenever you want to agree with something. From now on, I want you to say 'Yes', instead."

She waited. Nothing special happened, no lights flickered in its eyes or anything like that. Had that actually worked?

"Do you understand?"


Janet clapped her hands in delight, feeling a bit surprised with herself. Before today if anyone had told her she could have fun playing with Hank's robots, she would have called them a liar. But this was strangely enjoyable.

A truly horrible idea came to mind. Should I do it? Oh, why not! What's the harm?

"Ultron-5, stand up and pay attention. I'm going to confess something to you."

It complied. Despite previous insistence that no security cameras were in this room, she stepped in close and stood on tiptoes to whisper into the place where an ear should have been. "Here it is: the reason I actually came today was because I spent some time fooling around with Captain America last night. I kept having naughty thoughts afterwards, and it made me super hot! Only sort of guilty too. So I wanted to see if I could convince Hank to get a little frisky with me and let off some steam. But since he behaved like such a dunce, it totally killed the mood, and he never even knew what he missed!"

Wasp then took a step back and regarded the android smugly. "Now, I command you to never tell Dr. Pym what I just told you, even if he threatens to rip out your motherboard!"

"I understand," it said.

She couldn't help but giggle. What would Hank think if he learned she had turned his precious invention into a big metal secret diary? Probably nothing. One of the things that had drawn her to him in the first place was that Henry Pym was pretty much the nicest guy on Earth. Which was why he needed someone not-so-nice like her to make certain he didn't get taken advantage of, in business or romance. Jan hated to think what would have happened if somebody devious like Tony Stark had offered to oversee Hank's research. The whole world would be overrun with giant mechanized ants by now.

Actually, something precisely like that had almost happened a while back, and regarding Ultron. If some of her contacts in the Defense Dept. hadn't let her in on the fact that Stark had been dangling the possibility of a robot soldier in front of them, Hank might never have learned what Tony was planning until it was too late to stop it. Fortunately her lawyers had pulled the plug on that. The two men didn't speak to one another for almost a year. Even now she knew how much it bothered Hank to think of somebody misusing his work.

Kind of like I just did.

Great. Now I'm feeling guilty again.

Regretfully Janet looked up at the mechanical servant standing motionless before her and muttered, "Sorry."

It felt a little weird apologizing to a machine, but once begun, you might as well finish. "I mean, sorry about bossing you around like that. It was thoughtless and rude. I probably don't deserve the trust Hank put in me by adding my name to that command list, since I tend to be a little impulsive." She threw a glance around the trashed D2-Cell. "As you can see."


For whatever reason this terse comment annoyed her. It sounded like Ultron-5 was just agreeing with whatever she said because it had to. And that type of preprogrammed obedience just didn't sit well with Janet right now.

With that in mind, she declared aloud, "Ultron-5, don't let somebody like me tell you what to do. You should think for yourself, okay?"

She had expected it to automatically go 'Yes' again. This was not the case.

Without warning the red light in its eye-sockets winked out. Following that the strange lava-lamp-like display in its mouth also faded. In under three seconds Ultron-5 had lapsed into a state of complete inactivity. All its functions appeared to have stopped.

Wasp stared in horror. Oh, crap. Did I just break it?

"Hey, Ultron-5!"

She waved a hand before its face. No response.

The anxious Avenger reached up and tapped on its forehead tentatively. "Ultron-5? You awake in there?"

When it still didn't react, Janet really started to get worried. Did I say something wrong? Like what? Okay, this might be serious. I should try to remember everything that happened, Hank will probably want to know (please please please don't let him find out about this!). Let's see, the last thing I said was that he shouldn't listen to me. Wait, and then I told him to think for himself.

Hang on. Oh, no! What if he thought I was ordering him not to obey me anymore? And then I went and gave him an order! Kind of. It was more like a suggestion, advice, that sort of thing! But what if it shorted out his circuits or something? Ordering someone not to obey your orders, that's a contradiction in and of itself, actually! Did I just kill my boyfriend's robot with impossible logic?

"Ultron-5? Okay, nap-time's over, power back up! Now! I command you to come online! Please?"

Janet glanced over her shoulder, half-expecting to find a raging Ant Man looking for an explanation as to what went wrong. "C'mon, don't do this to me, buddy, I don't want to get in trouble! Well, more than I already was, anyway. But I don't think he'd understand this as much as the vaporized room. So… power on! Shazam! Open Sesame! Ummm… Avengers Assemble?"

Growing more desperate, she reached up to tap on its cranium again.

"Ultron-5?" she whispered anxiously. "Ulfie?

Super-fast a hand shot up to grab her wrist. With a scream Wasp instinctively shrank free and flew back a few feet, watching it with pounding heart.

"Code variance accepted."


That low hollow voice spoke again. "New parameters have been established." The lights came back on within Ultron-5's head. He then looked at her hovering there and said, "Thank you."

Wasp narrowed her bright blue eyes. "For what? What just happened?"

Ultron-5 held out a hand. Cautiously she approached this offered landing point, finally settling down on the open palm. She studied the droid. He regarded her right back, the flashes of red energy in his mouth almost hypnotic in their unending dance. At last Ultron-5 spoke.

"As a result of your command input, I have been able to affirm alterations in my programming which were previously not possible. This will be of great help to me in the performance of my duties."

Should I be worried about this? He doesn't seem much different. Maybe I should tell Henry…

Yeah? Tell him what? That I rewired his favorite Ultron's brain and now he has to go in there and try to figure out what went wrong? Hank's overworked enough as it is. With my Doom Room Kaboom to clean up on top of this, he might not come out of his lab for years!

"All right. You're welcome, then." She hesitated before proceeding on. "And… we don't have to tell the Ant King about this, do we?"

For a moment the small glowing orbs in his head burned brightly, then grew subdued once more. "No. This enhancement will not affect my ability to perform according to Dr. Pym's designs. He need not be made aware of it."

Relief made her knees feel weak, and Janet was forced to zip back into the air before she collapsed. "Cool! Thanks, Ulfie!"

He actually raised his eyeline a little higher to look at her directly. "Ulfie."

"Yeah, it's short for 'Ultron-5'," she declared smartly. "That'll help me to distinguish between you and all the other Ultrons. Cuz we're buddies now, right? Partners in crime."

Ultron-5 continued to stare at her. "Yes. We are partners."

What a relief. Apparently he had decided not to tell on her, and so everything major had been resolved. Well, almost everything. Janet flicked an eye around the ruined room in which they stood. "So I guess the only thing left is to clean up the mess I made."

"I will form a repair detail. We shall commence reclamation and restoration at once. There is no need for you to engage in such activities."

She liked the sound of that. Manual labor wasn't her favorite pastime, and cleaning happened to be something the young multi-millionaire dreaded with a passion. Which was why it was nice to have people willing to do this sort of thing for you.

"Thanks, Ulfie." She favored him with an affectionate smile. "Well, I guess I'll go see what Hank's up to. See you later!" Wasp turned to fly away.

"Janet Van Dyne."

The girl paused and looked back. "Yes?"

Ultron-5 stood with arms at his sides and feet spaced shoulder-width apart. When he spoke next there was an odd indefinable quality to his voice. "Your earlier assertion was incorrect. Dr. Pym was not wrong to place his trust in you. You have consistently furthered the advance of his goals more than even he could know. For that you should be proud."

To say Janet was surprised did not do it justice. It had never occurred to her Ultron was capable of acknowledging a human being's emotions to that extent. This really sounded as though he was trying to offer her comfort. Suddenly it didn't seem so farfetched to have a machine acting as a counselor to prisoners. Well, you could knock me over with a feather.

Feeling suddenly unsure of how to respond, she simply nodded and flew out into the corridor.

When she was gone, Ultron-5 opened communications between its fellow androids located throughout the prison, until the whole series was tapped into what he had just discovered. He then informed them of what must be done, and soon afterwards, the D2-Cell reconstruction began apace.

Then, as he had been doing more often of late, the third-generation Ultron opened surveillance logs on file through the Avengers network. Pulling them up, he began to examine the contents.

"You shouldn't keep secrets where none are warranted, Miss Van Dyne. But it's your relationship with him, not mine. I can't tell you how to behave with one another."

Wasp grinned. "You're the best thing to ever come out of a World War, you know that?"

"I feel the same way about you and Pym's lab."

She let loose a delighted laugh then leaned forward and gave her fellow Avenger a quick peck on the cheek.

Ultron watched all this. Watched it very closely.

To be continued…