The Keystone Building,
Manhattan:

Doctor Midas stood safely in the shadows of the rooftop stairwell watching intently the scene unfolding just a few blocks away. His recovery team was still scurrying about the tarmac roof cleaning up after the launch of the Star Core Shuttle just a few hours before. A flurry of activity as they prepared the launch mechanism and landing area for a potential return of the shuttle- not that they were counting on it. Midas had already written off the obsolete shuttle as a tax break and loss for Argos Corp, not really expecting it to make the return trip in anything resembling one piece.

It was not important of course in itself. It had served its purpose years ago. Its contents were of a bit more concern, however. Midas had filled the spacecraft with every conceivable form of energy analyzer and consumption device that he could think of. Better, every machine that he could get his hands on, beg, borrow or steal. There was an obsolete Ionic Converter that he had purchased through the Latverian Embassy years before that had never quite lived up to its potential. There were bits and pieces of the original Cosmic Distortion Device that he had bought at an auction when AIM was in need of finances. There was the Stane Stabilizer he had purchased on E-Bay for a song just last month. Bits and pieces of rag tag equipment in general, each with the potential ability to make his dreams come true given proper circumstance. He had yet to put the pieces together however, and circumstance remained ever elusive.

Too, possibly the most important equipment on the shuttle was his daughter, Oubliette- and the Count Nefaria of course. His daughter was piloting the Star Core craft, right into the heart of Richard's Negative Zone in hopes of finding both the vaunted and dangerous Exploding Atmosphere- where the Neg Zone met reality and Earth, and/or the self-proclaimed ruler of the Anti-Matter Universe, Annihilus himself.

It was not Oubliette- his Daughter Exterminatrix that held the key to success this time, but rather Nefaria, for once playing the flunky rather than the vision- the antagonist in this little drama. Nefaria had been bathed in Ionic energy years ago; a reconfigured experiment based upon the original designs of Heinrich Zemo himself that had created Wonder Man even years earlier. That same experiment had proved too unstable to use on Midas himself, unfortunately, but it did leave Nefaria with a sampling of powers stolen from the likes of Power Man, the Living Laser and that Mutant freak, Whirlwind. Nefaria had been transformed into a veritable Super-Man, and though his powers had waned over the last few months his body was still like a sponge, simply waiting to soak up raw power under the right circumstances. Hopefully those circumstances would present themselves in the Negative Zone, in the form of Annihilus and his Cosmic Control Rod.

There was always the chance that Nefaria would choose to betray the mission, to steal the sought powers for his own ends. Little did he know however, was that the modified Mandroid Armor that he had been fitted into was designed not only to defend him against the rigors of the Zone, but to transfer those energies he encountered into a similar apparatus housed in one of the more secure laboratories deep within the Keystone Building. A simple signal from Oubliette and Midas would hurry to the machinery downstairs, strap himself into the exo-skeleton and receive Godhood. Oubliette would then dispose of the nefarious count in the best, villainous fashion.

Midas chuckled, drawing on the cigarette hanging from the slit in his golden helmet, watching in fascination as the sky beyond sparkled a dark and girly pink. It was beautiful, but not truly the source of his good humor. He knew that even if the Mandroid Armor failed- for whatever reason- there was still the Cosmic Control Rod that Oubliette would return with, if she knew what was good for her. There was also the pure and unadulterated force of Anti-Matter itself, should the count be unfortunate enough to get himself drawn into the Exploding Atmosphere. His own morphing Ionic energies would channel that power back to Midas' machines in transition. There was no way in all the Nine Hells that this plan could possibly fail.

He had prepared for every contingency, at the figurative cost of an arm and a leg. Maybe his own first born, but he could live with that with success. And he could not fail, that was the beauty of it all. There was no way-

A crackling, thunderous noise drew his attention from his reveries and Midas casually glanced back across the expanse towards the far building, beyond where the Baxter Building once stood, where the Portal now sparkled. Gouts of energy were spewing forth, the pinkish red mist cracking lightning as a great cloud came swirling forth. Shadows stretched and danced, an eerie glow sweeping over all. Midas spat his butt away and strode forward, grabbing close the first scientist he passed-

“What the hell is that?” he shouted, his amplified voice echoing around his golden helmet. “What's happening?”

The scientist shuffled along in Midas' grip as his employer dragged him towards the roof's edge. Midas could sense the man's anxiety, smell his fear in getting closer to the strange phenomenon, but he did not care. He was paying damn good money and he wanted answers-

“Th-there seems to be a radical spike in the energy curve, sir,” the man said trying to free his arm from Midas' grasp. “The Anti-Energy in particular seems off the scale, resembling the energy we recorded in Palnau some years back. And there's a pulse beneath the Gamma signature that we have never recorded-“

“And what does all that mean?” Midas snapped, finally releasing his lackey with a shove. His gaze was fixated on the energy spewing from the portal, only glancing at Richards and his SHIELD agent and the two recently arrived Avengers in his peripheral vision. He could taste the power seeping out of the portal. Wasted power that was simply evaporating…

“Something's coming through-“

“Oubliette?”

“No sir,” the scientist said shaking his head as he stared at a bulky hand-held display. “I read five, possibly six separate entities.”

Midas watched as the Portal erupted, the scientist's droning voice fading into the background as figures began to come through from beyond. There was a big and burly man dressed in blue with a red cape, swiftly followed by another man in darker grays and blues. A woman in a swimsuit and cape, stiletto boots and a whip- no a golden rope. A man dressed in all red with a big, bulky helmet, another in black, his hand surrounded by a green glow that tinted a few of the others with a protective shield. The final was an alien, with pale, sickly white skin and an elongated head. Who were these? Where had they come from?

“Dammit!” Midas cursed as his hand shifted to his helmet, activating the parabolic receptors built into his audio receiver. Captain America had stepped up he could see, probably dictating his democratic banter to the burly man-

“Surrender?” the Captain said, his voice crackling with static as Midas adjusted the gain. “Not in my vocabulary, son. Avengers Assemble!”

“Shit…”

Midas cursed as all hell broke loose…

VS

Chapter Four:

CSA and Punishment!

Written by Curt Fernlund
Story by Chris Munn and Curt Fernlund

Ultra Man took a long deep breath of air in this brave new world and smiled. He could taste the pollution, the stench of industrial smog filling his lungs. He could see it there on the horizon, the corruption lingering, roiling on the wind. He could feel the fear, the hatred boiling just on the edge, ready to burst forth at the slightest provocation. This was a world he could understand. Not the pristine Alter-Earth of the Justice League, but another in the myriad parallel universes recently restored by the odd force in the cosmos that had so recently repaired their own continuum. The Man-Killer had been right after all…

“You see?”

Ultra Man sneered at the raspy, scratchy voice that hissed in his ear. The breath was almost more than his Ultra Smell could stand, but he turned to the sickly white freak and nodded, giving the skinny alien that much credit. The Martian Man-Killer was almost giddy with his success, thinking this might free him from banishment. Little did he know-

“I was right! A new world to plunder!” The Martian squealed in delight, his long, spiky tail flicking, his forked tongue lashing about, licking his lips. Ultra Man smirked. His fist shot out at Ultra Speed, his hand wrapping about the slimy alien's throat, squeezing just hard enough to get the creature to squirm and gasp.

“You got lucky, Sm'th,” he snarled, flexing his fingers cruelly. “Don't push it. I have the means to send you back.”

“Yesss…” the White Martian hissed, squirming, gasping for breath. “Yesss…”

Ultra Man smiled and released the alien, ignoring it as it skulked away, turning his attention to the little man standing before him on the rooftop. He was dressed in a flag; red, white, and blue. That was obvious. No one dressed so gaudily unless they were espousing their dedication and beliefs. There had been a vigilante back on Earth Two years ago that had wrapped himself in an archaic flag. Major something… Major Pain in the Ass Man they had labeled him. He had burned well.

Ultra Man shifted his Ultra Vision, scanning the combatants before him for potential threat. He could have simply shifted to Flash Vision and disintegrated them all of course, but where was the fun in that? They had leaped through the bizarre portal that had opened on the satellite hoping for adventure after the whining Martian had told them of the odd happenings in the N-Zone; strange energy fluctuations and scrabbling critters flitting through space. Something was up, in the air, and it would not leave the Crime Syndicate of Amerika behind.

Not like the Crisis…

That had been a disaster. But then there came that other odd battle on the Justice League's Earth where they had gotten a new lease on life. That had been a disaster too, in the end, but they were alive again and back on the world they knew. In charge, everything was right with the universe again. Boring as hell…

When S'm Sm'th, the Martian Man-Killer had sent his psychic message from his banishment in the N-Zone they had been hesitant. It could have been a trick, but then they had slaughtered the bulk of the White Martians before. What was one? They had listened, and S'm had prattled on about the strange energies in the Zone, the fleeting form of the silver man he had seen as well as the strange creatures that were flowing forth like ants from the Barrier at the edge of all. He had seen other worlds- or so he claimed, through rips in the very fabric of space. New worlds that they had not seen before. As one they had jumped at the chance for a bit of excitement.

New worlds to conquer. Another Earth with new heroes…

The Flag Man was nothing. Just a man, top of the line, but nothing special. The shield he held was an anomaly, composed of metals apparently unique to this Earth as they did not register to his special sight. No worries there.

The silver hair was a speedster. He could see the man vibrating, itching to move. Energy warped and crackled about him, and he was moving fast enough that Ultra Man had to look twice. Not a slug, definitely-

“Quick,” he said, scanning the others. “The one in blue with the silver hair- he's yours.”

“Yowsa, boss…”

Ultra Man sneered as Johnny Quick and the other Earth speedster vanished in a violet blur. Junkie bastard…

The older man in the blue suit with the ‘4' on his chest seemed bursting with power. Something was blocking him though. His body had failed him. A stroke maybe, or heart attack? It did not matter. He was crippled and useless, perfect.

“Owl Man,” he said with a chuckle. “Take the cripple.”

“Son of a bitch.” He heard Wayne grumble under his breath, but move forward none the less.

The suit however, he was an anomaly, a mystery. He did not read, like he was dead almost. Fine, let the rest figure him out. That would leave the patriot to him. “Super Woman, Power Ring, Man-Killer… take the dweeb in the suit. Flag Man's mine…”

“Think you can handle him, big man?” Lois sneered as she unlashed her magic lasso. He could hear the contempt in her voice, but ignored it. She would not egg him on today. Ultra Man planned to enjoy this…

Make it last…

Captain America could hear the high-pitched whine as the red-suited speedster confronted Quicksilver. They exchanged words, like gnats buzzing in his ear, but before he could react they were gone in a streak of violet-

“Pietro, wait…”

Too late. Too late all around.

The villains- the Crime Syndicate moved forward choosing their opponents. The man in blue and gray headed towards Reed. Cap glanced at Richards, backing away, stumbling. Cap had little faith that Richards could meet the man physically- not since his stroke. His powers were suppressed, and even his limited movements were handicapped. Still, Reed Richards was the smartest man on the planet and leader of the World's Greatest Fighting Team. He would hold his own.

He was more worried about Woo. The SHIELD agent was just a man after all, but for some reason three of the antagonists had chosen him for prey. Why? Oddly, Jimmy Woo did not look concerned in the least. He had not even bothered to draw his weapon, rather continued smoking his cigarette.

PAIN!

Cap winced, whipping his shield about to block the twin rays of heat raking his body. Hovering above him, just out of reach, Ultra Man laughed-

“C'mon, ‘son',” he chortled, eyes blazing. “Keep your mind on your work. Your fight's here.”

“I know that,” Cap said, standing and ignoring the pain. He could feel the burn of his chain mail through his undershirt, but he had to blot it out. He tensed. “I've been fighting authoritarian thugs all my career. You're just one more in a long list.”

Cap reared back, shield in hand. He flung his weapon, the red, white and blue disk spinning forward at blinding speed to slam into Ultra Man's throat, rebounding away even before the man could react. He heard the alien choke, gasping as he clutched at his throat, leaping forward even as he floated back and away. Cap slammed the heel of his boot into the man's neck, the wound. It was like kicking a brick wall.

Captain America flipped and arched back, landing ready to defend or press the attack. He held out his hand and his shield slid into his grasp, instantly slipping before him to guard. The alien's eyes were wide, but there was no time to respond. He had to press the attack.

Cap threw the shield again, aiming for the man's genitals even as he dashed forward. He was ready this time however, and the alien's hand whipped down to catch the shield before it hit its mark. Cap stopped short as the Ultra Man smiled.

“Nice shield,” he rasped, holding the disk up in both hands. Cap watched, holding his breath as the man applied pressure, squeezing. He was trying to compress the shield, mangle it, something that too many others had failed to do; Hyde, Nefaria, the Hulk. This Ultra Man was a stranger however, an alien with a variety of bizarre powers and there was always a chance he might succeed. He heard the alien grunt-

“Wha-“ Ultra Man stared at the disk in his hands, marveling that it was still whole and in one piece, not even bent in the least. “Incredible,” he said, his voice still sore, looking at Captain America with a newfound respect. “This is some piece of work, Flag Man.” Ultra Man laughed and heaved, flinging the shield away. Cap watched as his weapon sped off into the distance, arching as it dwindled, vanishing from sight.

“Let's see just how good you are without it.”

Cap watched as the alien stretched, flexing his fingers at arm's length, cracking his knuckles. He was arrogant, this Ultra Man, and that would be his downfall.

Quicksilver let the bricks and rocks, sticks and stones come closer before he plucked them from the air.

In the distance, Johnny Quick's arms were a blur as he gathered debris, flinging it in his direction. He was fast, probably faster, but there was no finesse in his attack, no style at all. He was doing things that Quicksilver had done years before while fighting the X-Men.

It was pathetic, really. The man was pathetic. Quicksilver could not tell if he derived his powers from within, or from some drug that he took. Pietro had seen the man pop pills a half-dozen times already, though nothing seemed to change other than the man's blur seemed to focus just a bit-

“You're fast, shiny,” Quick said as he chucked bricks. “F-f-faster n' the Flash maybe. I'll give ya that…

“Not faster n' me, though.”

Quicksilver watched as the man disappeared in a scarlet blur, shunting the last hail of brick safely to the ground before giving chase. It would not do to let the debris fly free. At the speed it was flying, unattended, it could kill any that it encountered, destroying all in its path. The man, Quick, had no conscience apparently.

He was easy to track though, even with a head start. His trail was clear, staggered footprints pointing in his wake. Quicksilver had to beware however, as perhaps the man was not as stupid as he seemed. He doubted, but there was always that chance.

They raced uptown, through Times Square, the blazing neon of Disney guiding their way. Through the thickening traffic of oncoming Rush Hour, drivers and pedestrians not even aware of their passing until both speedsters were long gone.

Past Central Park, through the Sheep's Meadow and up around Belvedere Castle, along the Reservoir then, arching out onto Fifth Avenue, weaving in and out of cars, more traffic seemingly standing still.

They shot through Harlem, past the new Pathmark and veering west along 125 th . They ran by the Apollo, heading north again, Quicksilver gaining inches with every step. They crossed the Harlem River, racing up and around Yankee Stadium twice before Quick shot across the Bronx.

They ran back down the Grand Concourse, people screaming in their wake at the sudden wind of passing. Johnny Quick led them back down through the South Bronx, through the blur of debris and devastation, Quicksilver hot on his heels. Closer with every step…

Closer…

Almost, Quicksilver was reaching out, trying to grab his foe, throw him-

Quick stopped. They were on Second Avenue, back in Manhattan. His momentum simply ceased, his backdraft billowing past as he braced, his arm jutting out. His elbow raised, shooting backwards at lightning speed. Quicksilver's eyes went wide as he tried to dodge, to sidestep. The elbow arching back-

Pain as Quick slammed his elbow into Pietro's nose. It took a moment to register. He heard the sound of bone snapping as his momentum carried him on. He staggered, falling, skipping along the concrete. Blood trailed behind as his vision blurred and he felt the pain in his neck and shoulders as his head had snapped back. Gray washed over him as he skidded to a stop, his eyes blinking, trying to focus.

“Bitch…”

Quick was standing over him, sneering and leering, looking down. Quicksilver tried to move-

“Not shit… Nothin'!”

Quick dropped, his hands a flurry as he rained blows on Quicksilver, pummeling him into the ground. He tried to fight back, but Quick had the upper hand, leverage, batting his blocking hands away.

It was over in a heartbeat. Johnny Quick stood, looking down at the smoldering form at his feet. His crouched, slipping a hand into his boot pouch and pulling a hypodermic free, staring at the compressed amber liquid within.

He jammed the hypo into his arm, shooting the ‘Rush' into his veins. He felt the surge of power, energy, speed…

Johnny Quick sighed, quivering as he gathered his fallen foe over his shoulder and sped off towards Midtown. He was ready to rumble…

“So,” Super Woman hissed, hovering there above, playing out her rope. She smiled cruelly at the skinny, yellow skinned man. Smirking as she kept her partners at the edge of her sight. Power Ring floated back and out of reach, throbbing green and distracted, probably listening to the mocking babble of his ring. The Man-Killer was holding back as well, licking his lips and clicking his long claws. His tail whipped about anxiously, smelling the coming kill, but he was nervous and tense she could tell. Afraid of going back to his prison, not that she could blame him. “Just what are you supposed to be? A psychic of some sort, or a magician maybe? I know. A spook…”

The skinny man said nothing, simply kept puffing on his cigarette as though not concerned in the least. He did not smile or even breathe heavily like most men did to see her. He just stared, his dark eyes flashing slightly from behind the dark glasses. It was almost unnerving, his coolness, like he did not even care he was about to die. She would have to make it hurt then-

“You're under arrest,” he finally said, exhaling a thin cloud of blue smoke. She saw him glance at the other two, quietly returning his gaze to her. “All of you. I suggest you surrender peacefully.”

Lois Lane, the Super Woman of Earth 2 laughed. The balls on this one, she actually felt a tear in her eye it was so funny. She let her lasso dangle at her side, willing a loop to form on the trailing end. She cocked a hip, showing some leg-

“I like you. You make me laugh,” she chuckled, her leather gloved fingers flexing about her rope. “Tell you what, you surrender to me and maybe I'll keep you- for awhile. Until you bore me…”

Super Woman tossed her magic lasso at the thin man, the loop dropping easily over his shoulders and torso. She jerked, just enough to cinch the bonds tight, pinning one of his arms to his side, that hand still in his pocket. He glanced down at the rope, ignoring the cheers and heckling of the Ring and Martian and took another drag from his cigarette before finally flicking it away.

“You had your chance,” he said, and just for a moment Lois saw his eyes crackle the slightest red. She gasped, a dread clutching her heart, making it skip a beat. She almost came, goosebumps rising on the skin of her legs and arms. She had not felt such a… passion, not since Clark had taken her that first time.

“Wha-“

“What'ssss he doing?”

Lois Lane felt the rope go slack in her hands. She stared, trying to focus and saw that the man was paling, his slick black suit fading to gray as his body turned to mist. The glasses fell away leaving the burning red coals that were his evil eyes-

“Oh shit…”

“Vampyr!” she heard the Martian scream as the mist swirled past; ignoring the breeze as easily as it ignored her swatting hands. She spun about in time to see the gray envelope the Man-Killer, the alien screaming in panic as he writhed trying to hold the monster at bay. Vampire! She should have seen that one coming.

The Martian tried to shift, and apparently that was what the thin man had been waiting for. Lois watched, intrigued as the mist swirled, seeping into the White Martian's near liquefied form. She saw S'm Sm'th's glassy eyes bulge as his body started to spasm and jerk, panic washing over his face. The Martian screamed…

That quickly it was over. The Man-Killer fell to the rooftop with a wet thud, his body and tail twitching, long tongue lolling. Lois had no idea what the Vampire had done, but she suddenly wanted no part of it. She reeled in her rope as she backed away, as the mist started to rise again like an early morning fog. She shivered to see those glowing eyes lock onto hers-

A glowing bubble of green suddenly encircled the mist. Lois glanced back and saw Power Ring drifting closer, that sniveling cackle just escaping his lips, knowing he had done something right. She paused, watching as the sphere contracted, compressed, compacting the fog into a smaller and smaller space-

“Watch this,” the Ring sneered as he held his arm, steadying his aim. There was a sudden flare of light- almost blinding and she cursed rubbing at the spots dancing in her gaze-

“Idiot!” she snapped, blinking and she heard the fool's tight apology. When she could finally see again however, she saw the thin man lying next to the puddle that was the Martian, his body steaming in the alien's excrement. His skin was pale, scorched in spots. He looked dead.

“Concentrated sunlight through the Ring,” Power Ring giggled. He was very proud of himself. “Cute, hunh. He was a Vampire so I figured-“

Lois drifted away, ignoring the idiot's raving. He had stolen that kill, and now she was mad- and hot. She needed to find another foe, and quickly…

Owl Man looked at the cripple before him. He was thin, weak looking. He could barely move as he leaned on his cane, half his body twisted from some disease or a heart attack, perhaps a stroke. He did not seemed scared though, to his credit, though he would be.

The Owl Man thought of the many devices in his belt that he might use to take the man out, but even as he inched closer he paused, his hand wavering. Why waste the ammo? The man looked as though he would crumple with the slightest tap. Owl Man grinned-

“What's that ‘4' on your chest for? Some insignia I assume?”

The skinny cripple nodded, his face twisting as he tried to smirk. “Something like that.” He raised his hand, holding a gun of some type, small and paper-thin. A gadgeteer then. Owl Man gripped the edge of his cloak, ready to throw it up to defend. The man fired-

Owl Man batted the missile away, just barely; the kevlar mesh laced into his Owl Cloak protecting him from the burn. He watched as the tiny rocket veered off wildly, spinning into the sky where it finally exploded with a bright, lingering flash of magnesium. A lopsided ‘4' drifted lazily in the thickening light, dropping below the roof's edge and out of sight.

“That could have hurt,” Owl Man sniggered, returning his attention to his foe. “Nice try though,” he said stepping forward and grabbing the man by his shirt. He drew his fist back, preparing to end the fiasco when the man grunted.

His face twisted in sudden pain as he sucked breath through clenched teeth. His body spasmed in Owl Man's grip, his hand jerking as his cane clattered to the rooftop. He choked, gasping, then dropped limply in Thomas Wayne's grasp, dead?

No, Wayne felt the pulse, fast but weak in his throat. He was alive, but unconscious, useless. A waste of time.

Owl Man dropped the limp form to the roof and shook his head, turning finally to Ultra Man and his foe; the man in the flag. He saw Quick appear on the rooftop then, depositing the silver haired one by the man in the suit and Sm'th. Ring and Lois were drifting closer to Kent, flanking, hyenas ready to pounce. Apparently Flag Man was the last of the pathetic little group- what did he call them- Avengers? Well, if there were any more of them they were about to have something to avenge all right.

Owl Man was about to join the others for the final act when a sound crackled to life on his long-range radio receiver. He tapped at the controls at the ear cap on his helmet, turning slowly, trying to gain a fix on the noise. He blinked, his visor shifting through the light spectrum, skipping a few bands not evident here and zeroing finally on something far down beneath the bottom of visible light-

“Magnify, ten… twenty…”

It was a ship, small and fast, cloaked. All but invisible, he could barely make out the outline of the swift, compact craft. He could see a black shadow moving within, but no heat registered and it was all but noiseless even though it had to be approaching the speed of sound.

Best of all, it was aimed at Ultra Man, and Kent and the others were far too wrapped up in taunting the flag. They had not even noticed.

Owl Man smirked, and ducked behind the rooftop's stairwell, crouching low for protection-

“This ought'a be good…”

Ultra Man let the Flag Man have his little moment of glory. Now that he had his measure, he knew that the little man was no real threat. Granted, he was a good fighter. He was probably better than Wayne in that respect. Despite all his high kicks and chop suey however, the little man just did not have the strength needed to really hurt Ultra Man when he was ready.

He did have to admit that his neck was a bit sore. He would have to look for that damn shield when this was over.

The Flag Man was dancing about him now, his blows obviously aiming for pressure points, a few of them actually tickling on impact. He did persevere, the Flag Man. Ultra Man smirked, watching the ballet until he heard Lois rasp-

“Need a hand, big man?” Again…

Kent looked about him and saw Quick and the Ring watching, laughing. Lane was smirking too, showing her contempt. He saw that the others were down- including the Martian. No loss there. Oddly he did not see Wayne, and that worried him more than anything. Time to end this.

Reaching out with Ultra Speed he grabbed the Flag Man by the throat, squeezing just enough to cut off the oxygen to his brain quickly, causing him to blank out just long enough. The star-spangled body went limp at the end of his extended arm until Kent eased his grip just enough, jiggling slightly to wake him back up. he wanted Flag Man to see it coming. He wanted to hear the man beg and scream.

“Look's like this is the end, ‘son',” Ultra Man said with a chuckle. The Avenger blinked, trying to draw breath and clear his head. Kent felt a kick to his groin and winced, unprepared-

“Never the… end…”

“Little shit,” Ultra Man snarled, flexing his fingers. “I could pop your head like a grape. Beg and I'll do that- give you that much respect. C'mon…”

He squeezed, just a bit for emphasis and heard the man gasp. His lips flapped as his eyes rolled back. He was trying to speak, staring off…

Behind…

“Avengers… Assemble…”

“What?”

The vectors were correct, locked into place. Momentum sufficient for the task. T'Challa flipped the switch to steady the pitch and clicked the auto pilot into place, compensating for the sudden decompression to come. He took a final look ahead and jettisoned-

The hatch exploded, shooting out and up, hopefully to land in the Hudson blocks away. The pilot's chair followed quickly in the blast, arching high and carrying T'Challa along with it, already clawing at the safety harness. His costume protected him from the sudden wind and pressure, the heat of the explosive charges propelling the Ejector Seat, but he had to be out of the straps and ready for action before the anti-grav disks initiated to carry him away to safety. Captain America needed him-

He strained as the chair rose to apex, watching as the ship ran on its deadly course. He saw the big man holding Cap turn, but unless he was smarter than most villains he would be caught flat-footed by the ship coming out of stealth mode. That was T'Challa's greatest edge in any fight. He was fast to be sure, but it was not always about speed and power. It was about reaction time, and he and Captain America both excelled at that, where most villains were woefully lacking.

He freed himself from the chair's restraints even as the big man realized what was about to happen. His mouth opened in shock, but as T'Challa had anticipated he moved too slowly to react, holding Cap conveniently behind him as the jump ship careened straight at him. The villain would take the brunt of the blow, his very body shielding Steve Rogers while the extraneous backwash of the impact took out the others- hopefully without fatality or injury to any bystanders. Hopefully too SHIELD had cleared the area.

The Black Panther leaped, his body stretching like the great cat that was his namesake, his icon. He angled for the roof's far edge, his lithe form sailing as he heard a scream of denial and rage. He chanced a glance sideways, watching as his ship slammed into the big man holding Cap, wincing as the light of explosive fire blotted out the sky…

Kent shook his head, his ears ringing after the sound of the explosion. The ship had just appeared out of thin air, too close to even do anything about it was moving so fast. It had hit him harder than anything had in a long, long time.

He blinked, his vision dancing with spots from the resulting explosion. He could not hear a thing, and the odors of smoke and sizzling grease clogged his Ultra Smell. Even his skin was tingling. He cursed, rising higher, trying to blink his sight back, and knuckling his eyes. He had lost his grip on the Flag Man, dammit!

He saw vague shadows, slowly, blurring into clarity. There was a rushing sound as his hearing started to clear, the ringing echo diminishing ever so slowly. He blinked and saw Lois struggling to rise on the rooftop, tiny flames flickering here and there, smoldering debris scattered everywhere. Power Ring was on his knees, shaking his head and vomiting and Quick was whining, a jagged chunk of chrome jutting from his thigh. He still did not see Wayne.

The Flag Man was there though, and he had been joined by another; a man in a black cat's costume. Ultra Man sneered. Good, he needed a challenge.

“Brought- brought in reinforcements, eh?” he said, shaking his head, cupping his ear, almost recovered. “Bring an army, it won't help.”

“We don't need an army- Ultra Man was it?” the Flag Man stood tall with the help of the cat man. He was shaky, his voice weak, but he still radiated pride. “Just some friends…”

Ultra Man turned to see where his two foes were looking. He saw the odd jet in the distance, just before he caught a glimpse of the hammer that slammed into the side of his head.

Kent hit the rooftop like a ton of bricks, the impact of the first ship forgotten at the fresh pain that washed across his face. He spat blood, his tongue automatically drifting to the shattered remains of his tooth. He glanced up, squinting as his face started to swell about his eye.

The new man was tall and muscular, wearing some form of dark armor and big, golden boots. He wore a stupid looking winged helmet on his head, barely containing his long wild mane of yellow hair. He was hefting a huge, stone hammer in his over-sized fists, slamming it over and over against his palm. He looked pissed…

“Pray to whatever gods might listen to thine whining, cur, that thou hast not injured mine allies. If thou hast, mine vengeance will be swift and fierce and ye shalt surely know why we are named… Avengers!”

Like he needed this. Kent spat… stood…

“Bring it, long hair-“

Owl Man watched wondering, marveling at how the tide of battle could turn so quickly.

The big man with the hammer was strong, and easily beating the shit out of Kent. No loss there of course, but with Ultra Man out of the picture the CSA would be done. These Avengers fought like a team- something that the Crime Syndicate would never manage to do. It was the Flag Man. They all listened to him with some type of awe and respect that he had never seen before. Something that Owl Man could only dream of.

The obvious solution then. Cut off the head, the body would die. Owl Man drew his side arm, the Teflon .44 more than enough to pierce the man's chain mail. He checked the chamber, catching a whiff of powder and oil. Aimed…

The hand appeared out of nowhere, dropping from above to encircle his fist suddenly. It was small, slim; a woman's hand. It squeezed. The Owl Man screamed to hear the bones of his hand shatter, the metal of the gun cracking underneath. The shells exploded and he felt new pain, burning. Owl Man looked up through tear-filled eyes at the smiling face of the beautiful blonde hovering above him-

“Ah-ah,” she grinned, waggling a finger in his face as she squeezed his burning, broken hand all the harder, driving him to his knees. “Momma doesn't like guns,” she mocked as her other hand slammed into his jaw. He saw gray, fireworks as he reached for his belt-

Owl Man dropped unconscious.

Johnny Quick was whimpering, holding his leg, crying. Blood was gushing from the ragged wound around the chunk of metal rammed into his thigh, though not pulsing. He had heard somewhere that pulsing blood was bad.

He saw the others coming, piling from their jet as though in a dream, moving, swimming in slow motion. The blonde woman sexy as hell, a man in gold and red armor, a gorilla in a bathing suit, even some guy with a bow carrying some hot chick in scarlet. A fuckin' army all right.

He had to get up, get away. Ignore the pain and run before they caught him, screw the others. He was shaking though, his vision blurring in and out again. He needed a hit, but he was out. Rush…

Quick braced, trying to lever himself up on his good leg. He would fucking hop away at super speed if he had to, but-

The arrow slammed him back down, the big metal clamp locking his leg to the rooftop and bending the shard stuck in his leg back at an odd angle. He fell on his ass, blinking as he watched the shaft vibrate, the blood gushing forth all the harder. Then he felt the pain. Johnny Quick screamed-

The huge, hairy fist slammed squarely into his nose. It just came out of nowhere, and Quick saw a scarlet haze of blood spew out. He blinked, his eyes rolling back into his head as he tried to focus, staring at the mocking leer of the big, blue gorilla with the sharp teeth. He saw a blue blur as the beast cocked his fist back-

“Good night, sweet prince-“

Johnny Quick fell back, mercifully unconscious. The second blow did not even strike.

They were falling apart, damn it! Ultra Man had led them to failure again.

Lois Lane cautioned a quick glance about the scene, the war zone of the roof top. There was burning debris everywhere, the remnants of the aircraft that had slammed into Ultra Man and taken him down initially. Credit due, he had stayed awake, but Lois knew him well enough to know that he was rattled, and now the big, muscular, gorgeous hunk of long hair was bashing him mercilessly with his hammer. God, she loved it. She hoped the brute killed him. Life would be so much simpler for her and Thomas if-

She saw Owl Man lying unconscious, his body slumped up against the stairwell in the midst of charred tarmac and the bodies of Sm'th, the suit and the cripple. The blonde bitch that had crushed his hand had already flown off to help the armored man that was blasting away at Ring. Power Ring was holding his own, but the metal man had reasoned that some form of light- other than green- was probably the Ring's weakness. He was hovering there now, shifting through the spectrum while Blondie hammered on Ring's force field. He was done, just a matter of time.

Quick was done too, and he would be lucky if he ever walked again, let alone ran. The gorilla and the archer had taken him out no problem, and now they were looking at her, bow cocked, ready to pounce. Lois fingered her lasso-

“How about it, Legs?” the archer smirked, an arrow pointed at her chest. “Care to take the easy out? I won't tell your friends you surrendered.”

“She doesn't seem the type, Hawk,” the gorilla said, grinning as he hunkered, his eyes drifting up and down her legs. Automatically, Lois cocked a hip, striking a pose.

“You're right, monkey,” Lois sneered, feeding out line, shifting her grip as she licked her lips, letting her ample bosom thrust forward. “I like it rough.”

“I tried it rough once,” a tiny voice said, buzzing in her ear. Lois swatted at empty air, the slightest flash of light bringing sharp pain to her cheek. “I didn't like it much, but to each her own I guess.”

A miniature woman with wings flitted past, her hands sparking as she fired stinging blasts at Lois' skin. Lois staggered back cursing, more annoyed than hurt. The blasts were blinding though, the little flickers of light bringing spots to her eyes-

“Stop it!” she shouted, swinging blindly, but the tiny winged woman was too fast. All she needed was to connect. Just once-

The arrow slammed into her wrists, locking them together as the gorilla leaped over her head, his fist smashing down on her skull. Lois screamed her rage, straining, flexing to pull her hands apart as the monkey flipped her cape over her head, his big foot slamming into her back, propelling her forward. She staggered, breaking free of the arrow that had clamped about her hands, ready to fight, to kill-

The world twisted away…

Lois stumbled, flailing blindly as she tried to keep her balance. She could feel her magic bonds wrapping up and about her legs, her thighs with every step. The rope was snaking as though alive, and no matter what she did, how she moved it got tighter and tighter. She felt her arms pinned, her legs useless as she tottered on her heels, the lasso binding the cape over her face as an effective blindfold-

“I'd hide my face if I had your hairdo too, sister,” she heard someone say.

Stars exploded in her blocked sight as something smashed into her nose. Again, something connecting square in her mouth. She felt blood, her lip split.

“The bouffant is so dead, dear.” The tiny woman again, buzzing.

“Stop taunting her,” another voice said, another woman. “End this.”

“Your wish, Witchy,” the gorilla…

“Our command!”

Something slammed into her stomach and a shock of electricity wracked her body. Pain washed over her, her teeth chattering. She bit through her tongue, spitting more blood. Lois fell to the ground, spasming, flopping about in agony like a fish out of water-

She saw stars, then nothing at all…

Ultra Man saw Lois fall and knew that he was alone. Fine! He didn't really need those losers anyway. He had taken long-hair's measure now, sucked up his best, healing. A little Kryptonite and this would all be over. He saw the long-hair winding up for another blow-

Kent reached up, caught the hammer. It felt like his arm had shattered with the impact but damned if he would show this faggot weakness. He looked up, struggling to rise, pushing the hammer back-

“That… That the best you got?”

He saw the long-hair's eyes widen with awe and that gave him all the more power. He could smell the shock, the fear. He was done, he knew it. Kent would take that hammer and shove it up his-

Flag Man was there, his hand on the big man's arm. Long-hair looked at Flag Man and just stopped, just like that, stepping back. Kent looked at the Flag Man and smiled, spitting a bit of tooth at his feet-

“Finally realized you can't… beat me, hunh? Fuck you! Too late! You're all dead…”

Flag Man stepped over to the side, angling slightly as he frowned. “I told you before, son,” he said, glancing at the sky. “Surrender's not in my vocabulary.”

He heard the whistling, his Ultra Hearing detecting it first. It was a simple sound, pure and sharp. It took him a moment, something he had heard before, and as he was turning about he realized what it was…

The shield…

It hit him full in the face, the force of his own strength driving its momentum. He had hurled it away, but it had come back, the setting sun sparkling off its gleaming surface as it arched back down out of the crimson sky. Ultra Man simply sagged, nothing to do, nowhere to go, no time to even gasp. He was done…

Owl Man felt the surge of adrenaline as it coursed through his veins, forcing him awake. His eyes snapped open, quickly closed to slits again as he scanned the rooftop. Things did not look good for the Bad Guys…

The Avengers were standing about, obviously wondering what to do next, two of them just inches away from where he lay, unmoving; the scarlet bitch and a woman he had not seen before, short in a stylish costume. They were fawning over the cripple, trying to bring him around- or kill him maybe, it was hard to tell. The suit was sitting, back against the stairwell, watching as he sucked on another cigarette. His eyes shifted, looking in Owl Man's direction.

Owl Man tried not to move, his eyes focusing on one of the tiny devices before him, one of the gadgeteer's weapons- one he recognized. An energy analyzer; it was beeping and Wayne could see the energy bands spiking, fluctuating wildly on the liquid display. He glanced up-

“I know you are awake…”

Wayne ignored the man in the suit, watching as energy flared, crackling from the rip in the sky. Something was happening. Something was coming through. He looked at his body, his hands and knew what was about to happen. Nothing he could do, he was starting to fade away…

“You may have beat the second string, Avengers!” he shouted, struggling to rest on his side, wincing with the pain. He hoped the transfer would heal his hand back. “But here comes the cavalry!”

“He's awake!”

“Watch it!”

“Fan out! Stand ready!”

Blah… blah… blah…

The man in the black suit was staring at him, his lips twisted in a knowing smile, like he knew what was happening. He blew smoke…

“The Justice League… Our boys… kick your ass…

Flag Man was running up on him, but it was too late.

“They're disappearing-“

“Some sort of trick-“

“Molecular transfer-“

“Spread out- pair up!”

“What's happening?” The woman in scarlet was helping the silver haired speedster to his feet. Her eyes were wide, staring…

“Eat shit, suckers…” Owl Man said as he winked out of existence.

“Well that was fun, and pointless,” Hawkeye said staring up to the crackling portal. “Anyone got a clue?”

“The First String, Hawkeye,” T'Challa said as he stared at the portal. Pink energy flashed and crackled, spewing forth. “The Justice League…”

“They're coming…”

To be continued…

Next Issue: Head back to JLU: 2001 for the Battle of the Century! Finally, the Justice League of America meets up with the Mighty Avengers and all Hell breaks loose. Be here for the one you've been waiting for- written by Chris Munn! You miss this issue you will be kicking yourself for the rest of the year!

Story © Curt F
Plot © Chris Munn and Curt F
Editing © Chris Munn