Speed Demon came to a stop in the Silent Partner's lab on the edge of the city, not looking at the disapproving glares that the Silent Partner and Mysteria shot at him. Across the room Spymaster sat with the case containing the samples he had stolen from the Sidewinder building earlier day.

(As seen last issue)

"Did you jettison the decoys?" Mysteria asked as the Silent Partner fixed a welding mask over his face.

''As we speak some shmuck at ESU is being investigated by the FBI and SHIELD for possessing stolen genetic material.'' Speed Demon snorted as Spymaster kicked the case of samples over. ''Hey you be delicate with those, you spill them and then we are boned.''

''Abbot listen to the good doctor.'' The Silent Partner ordered as he pulled out a green tub of gel that swirled slowly inside. Pulling on a thick pair of gloves the Silent Partner opened the tub and reached inside. ''Sanders we have much work to do.''

Quicksand collapsed backwards crushing the Padre under her body as Demongoblin loosed a trio of arrows the tips embedding in the alter and sparking with purple energy. At that moment the crowd panicked pushing past the Dark Elf and giving Quicksand the chance to slither over to Thor. ''Now listen if I pull this out can you give me a hand with this guy since he's from your neck of the woods.'' Thor grunted something and Quicksand took it to be a yes and poured sand into the wound, the granules of sand pushing the arrows out. Thor grunted again causing Demon goblin to turn and spot the preoccupied Thunderbolt and removed a dagger carved from horn, it's blade glowing amber as he pounced at Quicksand, the blade slicing through her arm, the lopped off limb hardening into glass.

''How did you?" Quicksand gasped as Demongoblin pulled out a second blade. With a feral scream he slashed again, the knives creating burning contrails through the air as Quicksand collapsed, slithered through his legs and formed behind him before smashing him round the back if the head with a grainy hammer, the blow sending Demon goblin flailing backwards through the font, holy water burning the left side of the face a bleached white.

''You're gods hold no fear for me. After my people banished me from my home the desert savages held me prisoner, built a house of god on my tomb. I was trapped until the Red Lord released me and as my Lord I will end you.'' Demongoblin snarled removing a spear made of wood, its tip blackened and crackling with green energy. ''This is the spear of Hod, the murderer of Balder. It will be you're bane as well.'' He added charging in towards Quicksand who twisted away and backhanded the elf causing him to trip and crash into one of the pues. ''Well looks like you're bark is worse than you're fight.'' Quicksand mocked, ''And it looks like it's about to get worse.'' She added as Demongoblin levered himself up with his spear.

''Get worse?" The elf snarled, ''How...can...it...oh crap'' as he spotted Thor get up and summon Mjolnir to his hand.

''You have made a grave error coming here Dark Elf.'' Thor roared, ''Now leave here before facing the wrath of Mjolnir.''

''Save me a place at Helhiem Odinson.'' Demongoblin hissed as he charged in with his spear. Thor smiled before summoning lightning from Mjolnir, the bolts of electricity striking the elf and propelling the creature out the church.

''And now for you.'' Thor bellowed raising his hammer ready to smite Quicksand, ''I will end you're villainy once and for all.''

Melissa threw up a sonic shield over her and Captain America as the warehouse wall crumbled as a wave of sonic energy caused the wall to collapse revealing a man in green armour and the five yellow suited AIM agents all armed with photon canons.

''Captain America?" One of the AIM agents yelled, ''If we kill Captain America and Songbird urgh.'' The AIM flunky crumpled as a shield and a sonic boxing glove struck him in the face. Almost instantly the remaining goons opened fire as the armoured figure fired another sonic pulse, the pressurised sound waves meeting Melissa's sonic shield and causing it to shatter into pink shrapnel that bit into the unprotected faces of the people stood behind it.

''So who is this guy?" Captain America asked as he blocked a follow up pulse from the armoured attack, the blast ricocheting off the front and colliding with an AIM agent, the blast knocking him through the blown out wall.

''He's called Tremolo.'' Melissa answered, ''Last time we met he was part of the Great Game and was targeting the UN. We stopped him and his buddy Polestar and as far as we were concerned that was it. Looks like he's back and working for AIM.'' She added as she threw a sonic bolas at another AIM agent knocking him to the floor. The remainder of the AIM troops threw down their weapons as Tremolo blasted at Melissa the sonic blast slamming her into the wall.

(As seen in the real New Thunderbolts #2 - Impurest 'Always Recycling old Villains' Cheese)

''Sir we need to access you're armour.'' An AIM trooper buzzed as he and the remaining three troopers held out long black pieces of metal. Melissa narrowed her eyes and realised she had seen such devices before. Reaching out with her powers she tried to swat the first tube away only for her construct to be shattered by a well timed sonic blast from Tremolo.

''Captain if AIM loads those Dragon's Teeth into Tremolo's armour he will get more powerful.'' Melissa warned as Cap threw his shield and KO'd one of the AIM technicians. Two of the remaining goons reached for their pistols as the leader slammed the first tooth into Tremolo's shoulder point. In a mad dash Melissa sprinted towards them only to be caught in a tornado of sound, the sheer force causing her ears to pop.

''We were sent specifically to kill you Miss Gold.'' The lead technician mocked, ''You can't do anything to stop us.''

''But you weren't counting on me.'' Captain America stated as he leapt over a laser beam before landing foot first into an AIM agent before socking a second in the face. Tremolo turned and opened fire once again exposing his shoulder. With a primal screen Melissa leapt into the Frey and slammed a sonic shrouded fist into the shoulder socket and releasing a sonic blast inside the suit before being thrown away as Tremolo's armour exploded leaving behind only a shuddering woman clad in nothing but a bra and panties.

''I thought you said he was a man.'' Captain America stated as he shield bashed the lead technician round the face.

''I did too.'' Melissa answered summoning up sonic cuffs around Tremolo. ''If this happened to us then the others could be in trouble too.''

''Then we have to hurry, you're base is close and perfect rally point.'' Captain America stated, ''You warn your people and I'll warn mine. Once we all regroup we'll take the fight to whoever is responsible.''

''Easier said then done.'' Melissa replied, ''So much more then you ever could know.''

Speed Demon removed the telescopic endoscope from the pile of muck before chucking the tool in the sink. Stepping away he turned to the lab's two way mirror and knocked, the glass becoming transparent and revealing the Silent Partner sitting in the shadows watching and waiting expectantly for results. ''Well boss.'' Sanders stated, ''It was way too easy so naturally you're little project is ready to go.''

''Then why isn't it moving?" The Silent Partner asked coldly.

''Ah yeah about that.'' Sanders yammered. ''Until the blob gets a jump start then it's just a blob. It needs a mind to copy so it can get rolling.''

''Then use yours.'' Mysteria suggested as she slid from behind the Partners' chair. ''Surely you want to see this magnificent construct up and about.''

''FACT are demanding a report on the results ASAP.'' Spymaster added from the shadows. Sanders looked back at the Adaptoid and saw it twitch before form into a human shape. Stepping back he looked around as the cybernetic goo hardened into a human form.

''But how?" Sanders gasped as the Adaptoid sprung sonic wings before dissipating into a pile of dust and reforming back into human shape.

''I never ask my people to do anything they feel uncomfortable doing.'' The Silent Partner stated using the Adaptoid's grating and halting voice. ''Now to join the hunt.''

''What target do you want to eliminate first boss?" Spymaster asked as he brought up a holographic map of the city.

"These two.'' The Silent Partner hissed pointing at O'Hare airport before collapsing the Adaptoid and slithering out the lab before reforming and locking the door. ''Mysteria inform the others that I am not to be disturbed and Abbot...'' he stopped and smiled at Speed Demon, ''Dispose of the loose end.''

''Okay Mel I read you.'' Abe announced, ''Hey X-Men or Avengers whatever I have a message from you're boss.''

''Yeah right sub.'' Rouge stated as she wrapped an arm round Boomer's neck. ''Do we look that dumb.''

''Listen to me AIM and god knows who else is stalking the streets looking for us.'' Abe yelled. ''I'm going to release this guy,'' he added dropping Havok to the floor, ''because I'm going to need both hands to deal with the real bad guys.''

''Rouge don't listen to him.'' Havok snorted as he got up and ran over to the remaining hostage. ''These guys are super villains so we can assume they lie.'' Abe groaned as Rouge looked from Havok to her former opponent and shook her head.

''Abe.'' Boomer gasped, ''Behind you.''

Abe spun around just in time to see a man covered in black insulating tape and rubber sealed boots smack him in the face, the fist sparking with internal energy. Angrily Abe repelled his attacker and checked his suit's diagnostics, the area his attacker hit was off lined and barley responding. Activating his thrusters he jetted upwards as the attacker snaked tendrils out of his back, his target just out of range. ''Now do you believe me.'' Abe yelled down at the Avengers just as a the sound of a sniper shot rang out with his thruster cutting out seconds later, his armoured form crashing to the deck. Almost immediately the first attacker jumped him only to be thrown off as Rouge and Havok joined the attack, the pair of them repelling the assassin.

''Okay so he was right about the attackers.'' Havok admitted, '' Doesn't mean I have to like him.'' he added as the attacker grabbed his arm, his body sparking and hissing. For some reason Havok felt weak, his kicks unable to dislodge the energy sucking fiend. Taking a deep breath he balled his fists and tried one last desperate attack. To his surprise his hands flared with energy, the force propelling the attacker into the remains of the crane.

''Okay anyone want to tell me what's going on?" He gasped as more sniper shots rang out.

''Well fill you in later.'' Boomer told him. ''Abe gunboat in the harbour moving into position.'' He warned as a Sunseeker Predator came to a stop, the black armoured merc on the deck swinging an M240 machine gun around, his finger already on the trigger, bullets ripping the concrete waterfront apart. Leaning out Boomer threw a Shatterang towards the boat, the projectile detonating above the gunman.

''This is crazy.'' Rouge yelled as she summoned a sonic shield along the waterfront as more sniper rounds rung-out. Looking down she saw the Sunseeker Predator head towards the dock, a trio of armoured mercenaries ready to disembark as a forth remounted the deck gun. As the first stepped off he was caught by a burst of gunfire as one of the packing crates opened up and six or seven goons in t-shirts and jeans emerged, their shoulders emblazoned with a green 88. Abe rolled his eyes, these guys had bitten of more then they could chew as the mercs gunned the street hoods down before turning to the heroes sheltering behind the sonic shield. One of them strode forward her hands wrapped around a shotgun and fired, plasma rounds chewing through the shield.

''Open fire.'' The Merc Leader purred as she pulled out a second plasma shotgun. Before they could respond wire like tendrils snaked up their bodies, electricity pouring from the end until the two elite assassins were reduced to dust. Crawling from the water the man in black emerged, electricity arching up and down his body.

''Boss I've heard stories about this guy,'' Boomer whispered, ''He was an electrician before he botched up a job for the 88s. They caught him and stuck a power cable down his mouth and turned it on. But because he was a mutie he survived but because of the voltage his brain melted practically making him a zombie.''

''The Grid Serial Killer.'' Abe snorted as the woman with the shotguns opened fire at Grid, ''I heard that too but I had no idea that it was real. The woman with the guns I know though, a hired assassin called Joust, she was last seen in Jakarta working with the Golden Triangle smuggling catel. My guess is that they are the mercs in the black armour.''

''Well do we break them up or let them kill themselves?" Boomer asked,''Just kidding boss. Since the Grid eats energy me and my busty hostage taker should deal with him while you and the Cyclops wannabe take out Joust.''

''Deal but you look at my boobs again and you end up in a permanent comma.'' Rouge stated as she threw a wave of sonic blades, the majority slicing through the wires on Grid's back. With a hiss of pain Grid discharged a wave of energy that caused Rouge to veer off, lightning sparking up her body. Taking to the air himself Boomer threw a rang only to see it fly off course as Grid fired a burst of electricity to intercept the projectile. Looking around Boomerang smiled before throwing a pair of Taserangs the tips sparking as they flew past Grid, the projectiles whirling around him, the boomerangs ripping the energy from his body, the polarised projectiles acting against each other leaving the assassin's body limp on the concrete.

Havok fired pulses of energy that met with the blasts of Joust's plasma shotguns in massive amber clouds of energy. Ducking behind the nearest crate, Joust removed a pair of grenades and threw them over the cover, the twin explosives bouncing off the concrete and exploding showering the Avenger with shrapnel. As he moved position the gunner on the Sunseeker opened fire as Joust leaned out and joined the assault, plasma blasts raining out and melting the concrete. Pinned down Havok fired at the remains of the crane, the molten liquid raining down on the boat, the gunner jumping overboard as the gun exploded setting him alight. With a screech Joust sprinted between the crates only to run straight into Abe's sights before darting back as a hail of mercy bullets streaked toward her, a few impacting with her arm. With a sigh she dropped her weapons and ran across the dock before plunging into the ocean before disappearing under the waves. Seconds later she emerged, her hands up in surrender.

Juno sat staring at Wolverine as he kept his claws primed looking for a sign of weakness. His hostages smell was strange, it kept shifting as if different people were flexing under the skin. ''Okay girl tell me why you attacked us in the jet and down here.'' He snarled

''Trying to save the city.'' Juno answered, ''You're jet was a danger to the city. We were told it was derelict, scans even showed that nobody was onboard.''

''Very convincing.'' Logan growled, ''You're heart rate didn't change suggesting that you aren't lying but then again it didn't change in battle either. Whoever or more correctly whatever you are you smell like corpses despite the mask you hide behind. And you,'' he snarled at the six foot tall shirtless man covered in tattoos and carrying a five foot long falx. ''Smell like cinnamon incense and rose petals.'' He finished retracting his claws from round Juno's neck and gutting the man. ''Now where were we?" He asked as Juno reached down for one of her grenades. ''Try it and you end up like that urgh.'' Before he could finish the Falxman swung his blade ripping Logan's spine out before kicking him away, the tribal tattoos on his chest glowing emerald green.

''And now Thunderbolt you die at my hands just like your companion.'' The Falxman grunted. Dropping the grenade Juno vanished in a cloud of smoke before activating her active cameo and slipping into the background. Her opponent advanced methodically, his tattoos fading from pure light back to black ink. Silently Juno ran past him and reclaimed her knife from Logan's 'corpse' and held onto the blade, lining up the shot before throwing the knife only to see the Falxman parry the projectile as he continued his hunt. Heading towards her Falx cut through another thrown knife before slamming his blade through Juno, her form rippling before collapsing as the hologram shut down.

''Very convincing.'' Falx murmured as Juno stood behind him, ''But you are still too easy to track.'' He added turning to face her as she cocked her pistol. ''Go ahead I am a son of Dacia, no blade or bullet can slay me.'' Juno smiled and opened fire, the 'ink cap' bullets erupting on his chest covering his tattoos with thick ink. ''Pathetic.'' Falx snorted raising his blade ready to strike, as he brought it down Wolverine pounced slicing his claws through the assassin's back, the ferocity of the assault knocking him to the floor. ''I am an immortal.'' Falx gasped, ''You can't slay me.'' He added as his tattoos glowed a dim green under the ink before he collapsed. Wolverine looked at Juno before retracting his claws.

''Okay you get the benefit of the doubt this time but there will be a reckoning for what you did and I will be there.'' Logan snarled. Juno nodded and gave Falx a swift kick as he tried to stand.

''And as soon as I know what I did I'll gladly pay for it.'' She reapplied as Wolverine slinked off into the distance. ''Or maybe I already am.''

Bullets ripped through the park as the Maggia owned helicopter hovered over the glimmering 'hex shield' that the Scarlet Witch had thrown up over herself and Black Tarantula. After what seemed like an age the firing stopped and the helicopter thundered away. Dropping the shield Wanda looked around the remains of the glade, those few trees not snapped into pieces by bullets were defoliated, their limbs barren and scarred.

''We have to move this place is unsafe.'' Carlos stated as he strode towards the Sidewinder Building, it's trade mark crossing points making it easily recognisable. Stopping suddenly he caught something moving and turned to see a woman dressed in black with white spiders decorating her costume. Reaching out to her Carlos saw the woman flinch and run deeper into the park. He was about to follow when the Scarlet Witch yelled a warning as the earth shook and the muscled form of the Unicorn came charging in, energy sparking along his horn. Vaulting the charging felon Carlos span round and kicked the man in the back, his blow causing the Unicorn to shudder before spinning around angrily.

''Okay you wanker.'' The Unicorn barked in an Australian accent, ''Try and dodge these.'' He yelled as he fired an arm mounted harpoon at Black Tarantula, the tip glowing red as it flew through the air. With a smile Carlos leapt over the dart and hand springed into the Unicorn his kick spinning the villain round so he was facing the Scarlet Witch. ''Ah playing it up for the Sheilas fellow.'' Unicorn cackled as lights lit up along the legs and back of his costume. ''Well they love looking after a bloke in the hospital.'' He added as he span around and flew at Carlos, his charge assisted by thruster boots concealed in his boots. Ducking Carlos saw Unicorn fly over head before being struck by a hex bolt. Seconds later the Australian hitman impaled his horn in a tree, the bark unwilling to release him despite his curses and kicks. ''You can't bloody well leave me here.'' He yelled as the two heroes ignored him.

''We have to regroup.'' Wanda ordered as the helicopter swung back around.

''No.'' Carlos answered, ''This has been a trap since the beginning. The destruction of your jet was to weaken us, the attacks to distract us. Meanwhile our enemies play a different game. They used the prisoner to lure us in but that too was a ploy. They will have figured out that we know and will go to silence him.''

''That means you're friends at the airport are in danger.'' Wanda announced as Carlos brought out a phone and tapped in a number, the device ringing before falling silent. Carlos took a deep breath. ''We may already be too late.''

Oxide took a sip from the can of Red Bull before melting the metal and watching it slip through his fingers. The molten aluminium was far more interesting then King Crab and their backup or replacements, whatever Vassal had arranged, hadn't turned up yet. The big man in question was currently standing outside the customs building looking vigilantly down the runway. Heading outside Oxide stood by his side and saw what his comrade was watching as the wall of green sand headed towards them.

''What the hell is that? He cursed as Vassal removed his axe and pointed to the nine foot tall shadow inside the sandstorm.

''Trouble.'' He grunted as the sand exploded outwards in a pink halo of sound, the individual particles ripping through the parked planes and buses. Charging in Vassal saw the figure charge as well it's hand morphing into a massive axe. With a defining clang the blades met and Cody activated the energy edge on his weapon, the tip burning through his enemies arm and weapon. Without a single word or grunt of pain his opponent fired a sonic blast at him throwing him backwards along the runway.

Stepping forward Oxide focused his powers on the Adaptoid, the metal monstrosity's form melting until it collapsed into a pool of slurry. Looking at Vassal, Oxide smiled only to see the larger man's ashen face staring past him. Behind him the Adaptoid reformed wreathed in flame as the tarmac bubbled at the creatures feet and along the stretch towards them. Focusing once again Oxide ripped the heat from the deforming runway before being smashed round the face with a massive hammer made of sand, his body thrown back into Vassal's.

''That thing has our powers!" Oxide spat as the Adaptoid opened fire with a shower of sonic and burning darts as Vassal grabbed him and leapt behind an abandoned city bus.

''Not just ours.'' Cody answered. ''It was Cat's and Melissa's too. I'm guessing it might also have Boomer and Abe's tactics as well.''

''Hey where did that thing go?" Chris asked as he poked his head round the shuttle bus. Cody joined him and saw that the attacker was gone. ''So did we beat it?" Oxide asked as the air rippled behind them and the Adaptoid de-cloaked, it's hands clutching a sonic hammer. Vassal turned and acted instinctively slashing out with his axe only to see the construct collapse and slither away before reforming, it's skin aflame as it sprung up to a height of twenty feet, it's multiple arms clutching an array of sonic weaponry.

''No kid.'' Vassal announced grimly, ''This fight is just getting started.''

Thunderbolts #32

Its the Avengers and the Thunderbolts vs. The Super Adaptoid but how long will this fragile alliance last. And who is Tarantula's mystery stalker, what's going on with Juno's memories and what is the Secret Partner's plan for Chicago's newest heroes. I would be lying if I said all the answers were in the next issue so keep reading to find out.