San Francisco. The Equinox Zone.

Tony Stark, the invincible Iron-Man, accepted the coffee gratefully, the straw sliding through the mouth slit in his golden mask. His armor was scratched and scarred in places, the paint peeling in thick strips. The suit was repairing itself, but slowly. Holding the Styrofoam cup carefully so as not to crush it, he leaned his head back and sighed.

“Tired?” Lena Myers said, her camera snapping away. She was capturing images of the block for Damage Control’s reconstruction analysis. Iron-Man shook his head.

“Depends on what you mean by tired.”

“Bone-crushing physical fatigue?”

“Then yes. Yes, I am quite tired.” Iron-Man took another sip of coffee. “Thanks for the straw, by the by. Most people forget.”

“Meh,” Lena said. Then, “That’s odd.”

“What? People forgetting straws?”

“No. The stress marks on that building,” she said, pointing. She looked back at him. “You know anything about construction?”

“A bit,” Iron-Man said. He handed her his coffee and tapped his helmet. A tiny globe of shifting liquid metal popped free of his armor and hovered in front of him.

“What the heck is that?”

“A PAL. Personal Artificial Liaison.” Iron-Man gestured and the PAL sped off towards the building Lena had indicated. “It’ll record, analyze and transmit what it sees.”

“I already know what it’s going to see,” Lena said. “That building imploded. Something tore it down from the bottom up, not the other way around.”

“Well that doesn’t sound good,” Darkhawk said, dropping lightly to the ground. “And you look pretty tired yourself, babe,” he said, looking at Lena. “When was the last time you took a break?”

“Pot, meet kettle.” Lena stared at the building. “Breaks are for the weak.”

“Hey!” Iron-Man said, finishing his coffee. Darkhawk looked at him.

“Where are the others?”

“I sent them back with…” he hesitated. “Clint.” He examined the empty cup and tossed it into a trash bin. “If that’s who he is.”

“You don’t think?”

“I don’t know.”

“I never figured I’d hear you say that.”

“Me either,” Iron-Man said. “I wanted Druid to use his mumbo-jumbo, to see if-”

“Like that’ll help,” Darkhawk said.

“Maybe. Maybe not.” Iron-Man looked at him. “My scans say he’s Clint. Halifax’s nose says he’s Clint. But-”

“But.”

“Exactly.” Iron-Man turned. “Lena?”

Darkhawk turned, following Iron-Man’s gaze. Lena was already half-way to the imploded building, her camera slung, picking her way carefully through the uncleared rubble that littered the street.

“Maybe you shouldn’t-” Darkhawk began, starting after Lena. She waved him back, without turning around.

“Keep back for a bit. You weigh a lot more than me in that form, and the street might have been undermiYIYIYIIII-” Lena’s voice was drowned out as the street cracked beneath her feet and crumbled like sand.

“No!” Darkhawk shot forward, hands outstretched, and swooped under the falling woman, catching her. Off-balance, his shoulder struck the street and the two rolled with ill-grace onto a more sturdy section of asphalt. Lena levered herself up.

“My hero,” she said.

“Was that a compliment?” Darkhawk said, standing. He reached down and Lena grabbed his hand.

“Take it as you like,” she said. She looked up at Iron-Man, hovering over them. “And some help you were.”

“He had it covered,” Iron-Man said. “Besides which, I was more worried about THAT.” He pointed. They turned.

The device seemed both archaic and yet somehow impossibly advanced, where it rested in the remains of the building. Intricate engravings covered the armored plates that composed its surface and a massive drill bit extended from its anterior hull. It was anchored in place at an angle coming out of the ground and a set of doors in the side were open.

“What is that?” Lena asked, sinking to her haunches and aiming her camera. Iron-Man cocked his head.

“Old, if the readings my PAL is sending back to me are accurate.”

“I wonder how long it’s been here?” Darkhawk said. “I-” He stumbled. “I-” he began again, his voice sounding strangled. Then, with a shocking suddenness he fell, clawing at his chest.

“Chris!” Lena reached for him. Alien blood bubbled from a hole in Darkhawk’s chest. Iron-Man whirled as something thudded against his armor.

“Lena, get down! There’s a sniper-”

“He’s bleeding! Oh God, he’s-”

“Get down!” Iron-Man dropped to the ground, pushing Lena down, sheltering her with his armored form. His mind hummed even as his armor’s sensors swept out over the surrounding area, searching for any sign of their attacker. Darkhawk’s armor was nearly as good as his own.

For something to puncture it-

He grabbed Lena’s hand as she made to staunch the blood flow. “Don’t touch him! His blood is corrosive…”

“But he’s-”

“Self-repairing. Just give him time.” Iron-Man shuddered as another shot hammered into his armor. His HUD flashed a warning. “Damn it!”

“What?”

“Stay low.” His sensors pinged and he whirled, repulsors flaring. A wall exploded and a scream was cut off. Crouching, he waited.

“Iron-Man-” Lena began.

“Quiet, please.”

“Iron-Man, the street is-” she said. He looked down.

The street exploded.

---

The edge of the Equinox Zone.

“So, all this lack of trust is really making me feel unloved.”

Jessica Drew, Spider-Woman, turned and looked at Hawkeye as Moon Knight’s helicopter set down with a gentle ‘thump’ on the brownstone’s camouflaged heli-pad. “Is that a statement or a complaint?”

“Both,” Hawkeye, Clint Barton, said with a grin. He leaned forward. “I shoulda stayed in Budapest.”

“Maybe so,” Moon Knight said, turning in his seat. He looked at the pilot. “Keep the engine warm, Frenchie. I want to get back out there as soon as we drop our baggage off.”

“Baggage? You really know how to insult a girl, don’t you?” the Wasp said. Moon Knight looked at her.

“Yes,” he said.

“I thought that Doctor Druid would be awaiting us,” Halifax rumbled. The tiger-man stepped out of the helicopter, dropping lightly to the roof. His paw found his sword-hilt, as he scanned the empty roof. Tilting his head, he sniffed the air.

“Something-”

“Goodafternoonwelcomehomepleasedtoseeyoucomebacksoon.” A dark blur erupted from nowhere, and surged around the Knight of Wundagore, who staggered beneath an almost invisible onslaught of battering blows.

Roaring, Halifax tried to draw his sword, but a crackling energy blast swept him from his feet.

“Bad kitty,” Asp said, stepping out of Sidewinder’s cloak. Black Racer slid to a halt beside her. “Hello, Avengers. And, goodbye,” Asp continued.

“The Society-” Wasp began. A volley of darts thudded into the roof around her and she shrank and took to the air even as the other Avengers followed her onto the roof. Copperhead fired at the others, his gauntlets spitting poisoned darts. Hawkeye rolled out of the line of fire and swung his bow up, releasing an arrow at the armored Society-member.

“What is this? A welcome back party?” the archer said.

“Not quite, Barton. More like a wake,” Cottonmouth snarled, diving on Hawkeye, jaw unhinging.

“Frenchie, get out of here!” Moon Knight said, gesturing at his pilot. “Clear the deck!” He turned back, his truncheon hurtling from his hand to slam into Cottonmouth’s skull and send him tumbling. Crackling electric whips slashed at him, cutting through his cape as he dove forward, trying to avoid them.

“Naughty-naughty,” Spider-Woman said, leaping up to tackle Coachwhip, who turned her attentions to the scarlet-clad adventuress.

“What can I say? I’m unpleasant,” Coachwhip said, cracking a whip as Spider-Woman leapt on her. Drew artfully dodged the snapping steel whips and drove her fist into the other woman’s gut, knocking the wind out of her. Coachwhip coughed and staggered.

“Get away from her!” Boomslang said, hurling a bevy of serpent-rangs. Spider-Woman had to fling herself off the side of the brownstone’s roof as the boomerangs sliced through the brick.

Halifax, armor smoking, climbed to his feet and swept his sword from its sheath. With a snarl, he lunged at Asp, who stumbled back into the crackling confines of Sidewinder’s cloak and vanished. Halifax stabbed ineffectually at the cloak as it twisted and faded, then turned, just in time to parry the stabbing blades that extended from the slender wrists of the purple and orange clad Fer-de-Lance. She smiled wickedly at him and spun, attempting to kick his legs out from under him.

Halifax leapt straight up, using his sword blade as vaulting pole, and he landed behind her, slashing the blade across her back. The woman screamed and staggered. Before Halifax could capitalize on the opening, however, a shimmering metal egg struck his back and exploded into a nest of writhing titanium tendrils.

Rock Python crowed as the tiger-man fell to his knees, trapped. He grabbed a handful of tendrils and hauled the Knight of Wundagore into the air.

“Now, my fine, furry friend. Let’s see if cats really do land on their feet!”

---

Elsewhen. Wheresome.

Roland Burroughs, Death Adder, nodded as the AIM section-chief led him through the gleaming halls.

“We’ve been impressed, really, with how well your organization has been handling things. Particularly in the salvage operations. Despite the-ah-competition we’ve been running into,” the man clad in the canary yellow business suit said. A bar code decorated one pale cheek and several data-nodes protruded from the side of his skull. “And I hate to cast aspersions on the character of Messirs Voelker and associates, but I felt we needed to have a face-to-face about a-ah-certain lightness of being, shall we say?”

Death Adder clicked his claws. The AIM section-chief cocked his head.

“Was that a yes?”

Click. Click.

“Ah,” he nodded. “Well, if you’ll follow me-” He punched a code into the ever-shifting liquid metal of the wall and a doorway opened. The room beyond was filled with dull tubes. Rows upon rows of them. “As you know, SHIELD has made great advances in Life Model Decoy technology-we think they’ve begun implementing “magic”-” The section-chief made air-quotes with his fingers. “In order to more fully realize the inherent potential of the LMD.”

Death Adder examined the closest tubes, looking at the faceless, gray things that floated within. Claws scraped lightly across the tube, and the Society member turned back to the section-chief.

“It’s the scent that’s tricky, you see,” the section-chief continued.

“Somehow they managed to-well-fix it. But you know all of that, I’m sure.”

Death Adder shrugged. The section-chief frowned.

“Yes, well, at any rate, we catalogued five-hundred and six LMD’s at the SHIELD facilities in San Francisco. You managed to acquire all of them, despite opposition-”

Death Adder nodded.

“Yet we have only five hundred.”

Death Adder paused. The section-chief smiled sadly. “Did you really think we wouldn’t notice?”

Death Adder shook his head.

“Well then, what does Mr. Voelker intend to do about this breach of contract?”

Death Adder shrugged and thrust his clawed hand forward. The section-chief’s form wavered and faded. His voice echoed from somewhere else.

“One, I saw that coming. Two, you’re a horribly ruthless creature, aren’t you? Three, you’re not getting out of here.”

Death Adder spread his arms, tail winding sinuously around his thin legs.

All around him, the walls began to bulge and disgorge purple-clad forms. Golden armor covered purple body-suits and featureless masks made every one of the figures look identical. Death Adder’s tail clattered as recognition flooded him. Mobile Organisms Designed Only for Combat. AIM’s hive-troops.

“Target-acquired. Aggressor-combat-initiated,” the MODOCs said in unison, their voices flat and dead. Death Adder sank into a crouch, claws extended, tail lashing furiously.

With a hiss of static, the MODOCs charged as one.

---

The Equinox Zone.

Debris thudded to what was left of the street. Iron-Man straightened as the Darkforce bubble faded. He looked down at Darkhawk.

“Are you-”

“The bullet-” Darkhawk tried to sit up, with Lena’s help. There was a rasping cough and yellowish ichor leaked through the slits in his mask. “The bullet passed through.”

“Chris, I-” Lena began, holding him tight. He patted her arm awkwardly.

“Healing. Be fine.”

Bullets plucked the street around them. Iron-Man swung his arms, firing his repulsors blind. “They’re using nonstandard hardware. Can you keep yourself and Lena protected while I deal with our friendly neighborhood bushwhackers?”

“Probably,” Darkhawk coughed, sounding stronger.

“Do it.” Iron-Man hurtled skyward. The Darkforce bubble shimmered and coalesced around Lena and Darkhawk seconds later. She looked down at him.

“So.”

“So?”

“Now’s probably a good time to talk.”

“About?”

“Us.”

“Us?”

“Stop answering me with a question.”

“Question?”

Above, Iron-Man looped around, his hybrid sensors pinpointing their attackers. His HUD brought the closest into focus. A black clad man crouched on the roof, masked and gloved, carrying an exotic looking rifle.

As Iron-Man watched, the man turned, taking aim at the Golden Avenger.

“No, I don’t think so,” Stark murmured, gesturing. A blast of energy struck the man’s weapon, annihilating it. But there were others. His suit blared a warning and Iron-Man twisted, rolling gracefully through the air, returning fire as often as he was able.

Suddenly, a burst of pure heat struck Iron-Man in the back and crawled through his armor. His sensors screamed as his systems momentarily red-lined, knocking him to the ground. Groggy, he pushed himself up onto his knees and looked up.

“Well, well, well. I was wondering if one of you would show up,” the light-wreathed figure said, mockingly. Iron-Man staggered to his feet, eyes widening slightly as he recognized the white and gold clad figure hovering over him.

“Sunstroke,” he said, flatly.

“You remember me! How about that?” the golden masked villain said, swooping towards him. A hazy sigil glowed on his forehead, bleeding through his mask. “Ain’t that a punch in the head?”

Iron-Man stumbled forward as a thunderous blow nearly rocked him from his feet. He turned, but too slowly, catching another blow in the chest. He fell to the ground, hairline cracks running over the areas where he’d been struck.

“Two punches, I’d say,” Shatterfist said. He raised his gloved hands up over his head and smiled down at Iron-Man. “Third time lucky.”

---

Back at the brownstone.

Spider-Woman pressed herself against the wall and peered through the window. Above, the battle continued. She gave a moment’s thought to going back up to help, but dismissed it.

After all, reinforcements would probably be appreciated.

Doctor Anthony Luddgate Druid lay on the floor, apparently unconscious.

Two of the Society members stood over him-Puff Adder and Rattler. Heavy hitters, both of them.

Finesse was called for. Spider-Woman smiled.

Reaching out, she tapped on the window.

The Society members turned, jaws dropping. Rattler reacted first, his tail shooting forward, sonic vibrations turning the wall to powder. Spider-Woman leapt over the wave of force, and clapped her fists against Rattler’s skull as she passed. Something popped and the mercenary screamed, dropping to his knees, clutching at his head.

Not waiting to congratulate herself on remembering Moon Knight’s briefing about Rattler’s hearing aid, she hit the floor and slid between Puff Adder’s legs, smashing a fist up into his testicles. Puff Adder bent double, instinctively expelling poison onto her.

“Close, but no cigar, big guy,” Drew said, popping to her feet and driving her foot into the back of his head. “There isn’t a poison made that can hurt me.” Puff Adder stumbled forward slightly, but whirled as soon as he regained his balance.

“Then I guess we do things the old fashioned way,” he rumbled, lunging forward far quicker than his mass should have allowed. He grabbed her around the middle and tried to squeeze her. She slapped her palms to either side of his head and let loose with a surge of crackling energy. Puff Adder screamed and crumpled, releasing her.

She slithered away from his flailing hands and leapt towards Druid’s limp form.

“Doc? Doc!” she said, shaking him, trying to bring him awake. She rolled him over onto his back. Druid’s eyes fluttered, then sprang open. Spider-Woman shrank back as he glared at her, his eyes glowing crimson!

Druid hissed and his fingers sought her throat…

---

 

TO BE CONTINUED…

 

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Next issue: Hawkeye and Conan face the flame-haired wrath of Red Sonja! Princess Python…alone against the Sphinx! Rama-Tut battles the Sons of Set! Be here in thirty for ‘FRIENDS AND FOES’!

 

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