On the outskirts of the small lakeside town of Mayfield, Washington, a hastily erected strategy station buzzed with life. Dozens upon dozens of men milled about like ants, preparing for what could easily have been mistaken for war. At the heart of the action sat a silver dome, roughly the size of a two-story house. This was the command center, the place where the decisions of the night were made.

The trenchcoated general, wrapped in a second skin of golden armor, exhaled cigarette smoke through the mouth-slit of his helmet. Cold, penetrating eyes concentrated on the myriad of computer monitors that stretched across the wall in front of his throne. The monitors displayed live video feeds, broadcast from the helmet cameras of the men making their way through the darkened streets of Mayfield.

"Status report, Isaac?" the general asked, the transmitter/communicator in his helmet relaying his query to the leader of the armed battalion that so captured his attention.

"We just hit Main Street, Sir," the solider answered, his voice coming through in a blanket of static, "and so far we've found no signs of life."

"Keep searching," the armored figure ordered before inhaling again on his cigarette. The only light source in his terminal came from the video feeds of the regiment's night-vision equipment, causing his golden armor to reflect back an eerie mixture of the two colors. He listened and watched as Isaac gave commands, breaking apart his team of sixteen troops into eight groups of four, in hopes of searching the town's buildings more quickly.

He watched as the men searched through discarded homes and buildings, each squad sounding off their findings. The town indeed seemed dead, much to the armored one's chagrin. Then, unexplainably, four of the cameras changed their images, instead showing only white snow. "Isaac," the commander said calmly, "one of your squads has just went offline."

As if on command, four more of the cameras blinked off, displaying only the crackling static. "Anderson? Bailey? Sound off, men, talk to me," Isaac's ordered nervously, the static almost overwhelming his voice in the observer's speakers. One by one, the remaining video feeds lost their signals, leaving only Isaac and the three men by his side. The armored one lit another cigarette with the dying embers of his last as he watched the cameras of the four men. They made their way out of the building they had been searching, Isaac still shouting for his squad to sound off. By the time they made it to the street, no answers had been given.

"Sir, I think an immediate evac is necessary, something's happened to my men," Isaac asked, looking into the camera harnessed to one of his men's shoulder.

Beneath the golden helmet, the watcher's mouth twisted into a frown. "I don't think so, Isaac. Let's see how this plays out."

"What? Get us out of here!" Isaac screamed into his headset, staring directly into his comrade's shoulder-camera.

"Um, Sir," one of his men spoke up, tapping Isaac on the shoulder, "I think I just found where everybody in the town went."

All of the cameras turned, bringing into a view a crowd of people at the far end of Main Street. They stood perfectly still, perfectly quiet, for several tense moments. Then, they moved en masse, blocking the street as they moved toward the soldiers. One of the men turned to run but found their way of escape blocked by another crowd, moving just as silently as the first. "Weapons ready, men!" Isaac shouted, though the observer couldn't make out the words over the increasingly loud static. He watched carefully as the crowds continued to move toward his men, but the poor quality of the transmission made him unable to focus on any details in the townspeople.

His eyes narrowed as the men began firing their weapons into the crowd, seemingly to no effect. Within moments, Isaac and the others were overrun, their video feeds joining the others in the display of crackling snow. The observer said nothing as he inhaled on the cigarette, clutching it between fingers covered by a large golden gauntlet. The only sign of emotion he gave to the events was a scowl, though even that was hidden beneath his helmet.

"Mr. Butler," he stated softly into his helmet's transmitter.

"Yes, Dr. Midas?"

"Get me the Commission on the telephone," the armored one said, smoke rolling from the mouth opening of his helmet, "I have need of some guinea pigs."

"Uh, are you sure this is the best place to be having a discussion, Carol?" Clint Barton asked as he followed the tall blonde through the crowded bar. He and Carol Danvers, better known as Hawkeye and Warbird, had just finished a training session when she suggested the two go out and have a talk.

"I'll be fine, Clint," she said, sitting down at a corner table, "besides, I don't think I'm the one that you should be worrying about."

"That's the second time you've alluded to that, Carol," Hawkeye stated, deciding to order a Coke instead of a beer, considering his company, "so what's up? Why'd we have to leave the compound to talk?"

"We didn't have to leave, Clint," she answered with a smile, "but there's times when I like to at least pretend to be a normal civilian. I also didn't want anybody accidentally eavesdropping on us, either, since what I have to say concerns the others."

He raised an eyebrow at her statement, his chin resting on clasped hands. "What about the others? Sure, most of 'em are still a little green, but so were we once upon a time."

"That's not it, and I think you see it just as clearly as me. Would you like me to spell it out for you? We've got Darkhawk, who I've recently discovered is really a nineteen year old kid with raging hormone problems, and Captain Marvel, who frankly kind of scares me now. I saw him hovering above the compound last night, staring into space. He didn't move for four hours, Hawk. He's got problems."

"Okay, okay," Clint said with a grin, holding his hands in the air in a sign of surrender, "I see what you're saying. You know, I've wondered something about Marv myself. Last we heard, he was sharing a body with Rick Jones, right?"

"Right," Warbird said between sips of her drink.

"Then where's Rick been? We've known him for a long time, so why hasn't Genis let him out to say hi?"

"That's a good point," Carol replied, "now it's time for the big one. Clint, what about Two Gun?"

"Carol, I know Matt Hawk, and that man in our home, he is Matt. I know it, don't ask me how. I don't care what that creepy Sayge character said, my instincts would be screaming at me if something bad was going on."

"Still," she interjected, placing her hand atop his and looking into his eyes, "maybe we should be a little cautious. We're dealing with four unknowns on this team, so expect me to be sticking by you like glue."

"What I want to know," he asked, "is why we've left Shellhead out of this little talk. He's got just as many concerns as you do, trust me."

"Iron Man," Carol sighed, "is, I believe, a little biased when it comes to at least one of our new members."

"Darkhawk. Yeah, I noticed."

"I know that's just how he is," she corrected herself, smiling slightly, "but it's kind of irritating. It's like he's not even willing to give the kid a chance."

"I know, I know. He did what he could with what was available, though. The rest of the Avengers weren't really too open to joining up, considering what happened concerning Vision's death. Hell, look at the East Coast team, for cryin' out loud. Thor was scraping the bottom of the barrel even worse than we were, I think."

"Have you talked to him? Thor, that is."

"Nope, and right now that's probably for the best, especially after what Jarvis told us. I've tried to get hold of Wanda, though, but the team's currently out in space, so no dice. She's the one I'm really worried about, you know?"

"Yeah, I'm worried, too," Carol admitted. She then turned her attention toward the jukebox that sat a few feet from their table. "Hold on for a second." She stood from the table and walked over to the machine, her eyes fluttering over the various songs contained within. A quarter and a punch of a number sequence later, the bar came alive with the sound of the Cars' classic song, "Drive".

"Good choice," Clint admitted as Carol walked back to the table. Instead of sitting, however, she extended her hand to her teammate.

"Care to dance?"

"Bring it on, babe," Chris Powell said with a sneer, the mystical Darkhawk amulet dangling from his neck by a chain, "let's see what you got."

Priscilla Lyons simply smiled as she bounced the basketball in front of her, the only object between her and the goal being the over-eager Chris. "Be careful what you ask for," she commented. At an almost inhuman speed, the girl known to the world as Vagabond lunged forward, dribbling past him like he wasn't even there. A second later, the ball had fallen through the hoop, leaving a frustrated Powell wondering how she'd moved so quickly.

"Want a beer?" she asked as she dug through the cooler. Chris nodded silently, still staring at the hoop in confusion.

"I thought alcohol wasn't allowed in the compound?" he asked as he caught the can she tossed at him. Priscilla smiled and made a shushing sound, her finger pressed against her lips.

"As long as you don't turn me in for giving booze to a minor, it'll be our little secret." The two took a seat in the center of the court, both tired and sweaty from their intense competition.

"So what's your story, morning glory?" she asked, slapping the boy's knee in a friendly gesture.

"Um, well," Chris muttered, trying to collect his thoughts around the firm-bodied female sitting in front of him, "see this amulet? Yeah, it allows me to switch bodies with an alien cyborg armor. Pretty stellar, huh?"

"Yeah, total Farscape stuff, man," she said with a grin, "and it sure beats what I have to offer to this group. But I guess every team needs it's Black Widow or Mockingbird type..."

Chris smirked.

"...not that I'm comparing myself to them or anything, I swear!" she exclaimed, trying to correct her otherwise egotistical statement. The two laughed for a moment, her embarrassment fading away pretty easily. Then, their moment was interrupted by the sound of someone clearing their throat. Loudly.

"Whoa!" Chris yelled as both he and Priscilla literally jumped at their visitor's presence. Captain Marvel floated a few inches from the floor, his arms folded across his chest and his head turned down. He stared intensely at them, though not a word passed his lips.

"Um, can we, like, help you with something, Mr. Marvel?" Priscilla asked, showing more daring than Chris would have even dreamed of expressing. Genis still said nothing, content in simply staring at the two youngest Avengers.

"I simply wanted to introduce myself to you," he stated coldly, finally breaking the air of silence that had permeated the gymnasium, "I am Genis Vell. That is all." With his purpose stated, the Captain shot upwards, exiting the gym through one of the numerous skylights, and eventually disappeared into the night sky.

Priscilla and Chris simply looked at each other in mute confusion about what had just occurred. "He's a real charmer, huh?" she finally asked. Chris could only nod in agreement.

Matt Hawk was fighting back tears. He'd already downed a bottle of Wild Turkey whiskey, and though he found it much less harsh than the alcohol of his time period, still found himself no less intoxicated. Sitting in his bungalow, the legendary hero of the Wild West could feel himself slipping into depression.

"It ain't fair, durn it!" he shouted, throwing the empty bottle against the wall with all his might, shattering it upon impact. The tears flowed afterwards, the Two Gun Kid unable to hold them back any longer. His thoughts kept going back to the creature in the white robe, Sayge, and the warnings he had given. He'd dared to throw suspicion on Hawk's identity, causing his friends to doubt him, whether they admitted it or not.

His sadness quickly turning to rage, Matt grabbed his two six-shooters from his holster and bolted outside. He immediately began firing his guns into the night sky, no thought given to what may be travelling above him. "Come on out here, you pasty ghost!" he shouted to the heavens. "Come on down and fight me like a man!"

He fired several more times into the air, his vision now completely obscured by tears. His last shot, to his surprise, ended with a different noise than the others, the sound of the bullet ricocheting off metal. He stopped his tantrum for a moment, wiping his eyes with his sleeve.

"Something wrong, Two Gun?" a voice asked from above him, one that sounded hollow, almost mechanical. Matt backed away as the armored Avenger known as Iron Man descended slowly from the sky, his bootjets sitting him down gently onto the grass. "That isn't very safe, you know."

"You here to take me down, Iron Man?" he asked, the anger returning to him, and he raised his guns at his teammate. "You here to take down the traitor? Better kill me, 'fore I hurt one a'you'uns!"

"Calm down, Two Gun," Iron Man ordered, careful not to make any moves that could be mistaken as hostile, "go inside and sober up."

"Hawkeye too scared to come take me down?" Matt continued to yell. "He too yeller to do it his self?"

"Hawkeye's your friend," Iron Man said, again trying to calm his teammate, "we all are. Now put down those guns. Please."

Matt's eyes flared with anger, and for a moment Stark thought he might actually attack. Then, however, the anger seemed to drain from the man, and he lowered his weapons. "Ah'm sorry, Iron Man," he apologized, placing the pistols back into their holster, "ah'm...ah'm sorry. Ah'll just go inside now. Ah'm sorry."

Iron Man watched silently as the Two Gun Kid staggered back to his bungalow, shutting the door behind him. He thought about following him, talking to him, but his ideas were interrupted by the Avengers priority call that sounded off on his helmet's display screen. "This is Iron Man," he answered, his bootjets again flaring to life, sending him toward the compound's command center, "what can the Avengers do for you?"

"Yeah, so all this time, Hank and Simon were planning this joke. You can imagine their faces when Vision, he of the stoic, serious nature, flipped it around on 'em. It was priceless, I'm telling you."

Carol laughed along with Clint as he finished the story, the two walking along the stretch of beach that accompanied Avengers Compound. "I can only imagine Hank's face when that happened," she giggled, "priceless isn't the word."

"I talked to Simon the other day," Clint said, his demeanor changing from jovial to slightly sad, "he's out here in LA, trying to get back into the movie biz. He's still taking Vision's death pretty hard, I think."

"Did you ask him about joining?"

"Naw, I didn't think that would be wise. He just came back from the dead, and then had to watch the closest thing he had to a brother turn evil and try to destroy the world. He knows what Pym did was right, but I still think he's hurting inside. He hasn't even spoken to Wanda since it happened, and he's in love with her. So I decided to just let sleeping dogs lie."

"Probably a good move," she admitted. Carol then stopped her walk, folding her arms across her chest as she stared out into the ocean. "It just feels so strange, knowing that Vision is gone. With all the danger we put ourselves in, it still comes as a shock when one of us doesn't come home."

"I know what you mean," Hawkeye agreed, taking position behind his friend, "hell, there's times when I still can't believe Bobbi's gone. Unfortunately, it kind of comes with the job, you know? Occupational hazard, I guess you could call it."

"You're not telling me anything I don't already know," she said softly, "especially in my Air Force days, I learned that this is part of what we do. It just doesn't make it any easier to deal with."

Clint placed his hands on Carol's shoulders, a lingering silence hanging between them. A minute later, however, their moment was interrupted by the beeping noise emitted from their pockets. Hawkeye reached in and pulled out his Avengers Communicard, finding the face of Iron Man reflected back at him. "What's up, Shellhead?"

"We got a priority distress call from the CSA, Hawk," the armored one stated, "are you on base?"

"Yeah, me and Carol are out by the beach," Clint answered, "we'll be there ASAP."

Carol cocked her head to the side, smiling at her friend. "Duty calls once again."

The Avengers, six in total, sat around the conference table, a holoscreen projector suspended in the air above them. They'd taken the time to change into their uniforms before joining the meeting, and Chris had activated his Darkhawk form, all knowing that it was time for their game faces in light of whatever tragedy had befallen the country this time. Hawkeye sat at the head of the table, remaining silent while Iron Man addressed the originator of the distress call.

"Avengers, this is Agent Crass with the Commission on Superhuman Activities," he related, though the contempt in his voice was plainly evident, "Hawkeye and I know him from our last mission with the East Coast team."

"After that debacle," Crass said though the video feed, a sneer plastered across his face, "you're lucky I didn't call in X-Force. Fortunately for you, the CSA is willing to overlook your past failure."

"Whoa, wait a minute," Hawkeye chimed in, pointing an accusing finger at the government agent, "that wasn't our screw-up, that was YOURS. You sent us after Goliath without giving us all the details, you little weasel."

"Regardless of that situation," Crass continued, blatantly ignoring Hawkeye's statement, "there's a situation in northern Washington that we think warrants your investigation."

"Give us the details," Hawkeye ordered, "all of 'em, this time."

"Mayfield, Washington is a small town about 100 miles east of Seattle, and only 20 miles away from Blackhawk Air Force Base," the agent explained, the assembled heroes all eyeing him suspiciously. "Two days ago, the base lost contact with the town, which provides the military complex with supplies and food at times. Thinking it was simply a communication problem, Blackhawk sent a small regiment to Mayfield. They have yet to be heard from."

"So, what, is Kang abducting moose now or something?" Vagabond joked, prompting a smirk from Hawkeye and a shushing noise from Iron Man.

"After two more teams from the base disappeared in the town," Crass continued, "SHIELD were called in. They sent in a squad of their finest men, only to be met with the same results as the military."

"So you're wanting us to be the next guinea pigs?" Darkhawk commented.

"Believe me, Avenger," Crass said with contempt, "if we could take care of this without you, then we would have already."

"Send us the town's coordinates," Hawkeye said, "and don't worry. We'll be there as soon as possible."

With the push of a button, Crass' face disappeared from the monitor, leaving the Avengers to discuss the situation. Hawkeye listened to the concerns of his team (though a little surprised that Captain Marvel had remained silent throughout the briefing), but his mind soon drifted to the one member that had failed to join them. "Okay gang," he said, interrupting the discussion brewing between the others, "everybody to the hangar. We can talk about this more in the air."

Clint watched as his fellow Avengers filtered out of the room, leaving only himself and Iron Man remaining. "Hey, Tony," he asked, catching Stark before he, too, departed for the Quinjet, "have you seen Two Gun? I couldn't help but notice his absence."

"He wasn't feeling well," Iron Man answered with a slight hesitation, "he'll meet us in the hangar. We can fill him in then." Hawkeye said nothing as Stark walked out of the room. He didn't like the idea of it, but somehow he knew that he'd just been lied to.

Daybreak brought the blinding rays of the sun into the desolate streets of Mayfield, the blinding light reflected and in some cases intensified by the crystal waters of the nearby lake. High above the glistening water, however, were three figures that were definitely not part of the normal Mayfield scenery. Iron Man, Captain Marvel, and Warbird hovered high above the lake, awaiting communication from Hawkeye.

"Nothing unusual from this vantage point," Warbird commented into her headset, the cold Washington wind continuously blowing her blonde hair into her face.

"My sensors are picking up some strange readings," Iron Man commented, though he very likely was just talking to himself, "but nothing that could be ascertained as human life forms." He turned his head toward the grim-faced Captain Marvel. "Picking anything up with your cosmic awareness?"

"Something is very wrong here," Genis answered, giving no reason or explanation for his statement. Iron Man sighed before returning to his surveillance.

In the town below, the remaining four Avengers made their way down Main Street, not surprised at their discovery of an apparent ghost town. "No sign of life down here, either, Shellhead," Hawkeye commented into his headset, "but I'm staying on my toes regardless."

"Where did everybody go?" Vagabond asked rhetorically, wrapping her jacket closer to her body for warmth. "How can a whole town disappear?"

"Shore is creepy," Two Gun commented, his twin .45s in his hands and ready for action, "like everybody done just packed up and high-tailed it outta here at once."

"Um, not to be a complainer or anything," Darkhawk commented, "but I feel kind of out of place here in the middle of the street during broad daylight. I'm more of an 'avenger of the night' type of super-hero."

"Heh, part and parcel of Avenging, DH," Hawkeye said with a slight laugh, "we're a 24-hours-a-day super team. But, how about this...you and me, we'll go check out city hall there. Vagabond, Two-Gun, you guys stay out here. You see anything, give a yell."

Leaving their two teammates on the street in front of the large government building, Darkhawk and Hawkeye proceeded inside. "You're gonna get used to this outfit in no time, kid," Clint said reassuringly as the two entered the large meeting room, "just gotta settle in first."

Upon entering the center of the hall, both Avengers could only stare in wide-eyed wonder. A large gathering of the townspeople stood inside, almost as if they'd anticipated the heroes' entrance, their eyes glowing yellow with a vacant presence. Their skin displayed a sickly green color, the blue veins underneath the flesh clearly visible. The most shocking aspect of their physicality, however, came in the form of an unknown organism attached to their chests, an organism with the appearance of a small squid, tentacles wrapped around the humans in various ways.

"We've found our missing people, Avengers!" Hawkeye announced over the radio transmitter. "It looks like we're gonna need back-up, pronto!"

The townspeople then lunged forward, surging forth as if one expansive organism. Hawkeye pulled back on his bowstring, but hesitated in firing. "Dammit, I can't take the chance on hurting somebody!" The people were on the two in seconds, overwhelming them with their sheer numbers.

Darkhawk, projecting a force-shield from his chest amulet, deflected the first wave of possessed people. "Hawk, we gotta get outside!" he yelled, but when no reply came, he turned his head and watched in horror as his leader fell beneath the onslaught of attackers, disappearing from view altogether.

"Help! Avenger down!" Darkhawk exclaimed into his communicator, fighting as furiously as possible against the army of people. Throughout the battle, he could only think of how eerie the crowd's silence felt. Finally breaking free from their clutches, Chris blasted his way through the door upon which they'd entered, finally seeing sunlight once again.

"Pris! Two-Gun!" he shouted, as he ran outside, frantically desperate to warn his teammates of the coming threat. He stopped in his tracks when he found the street occupied by an even larger force of monster-enthralled people. Some were different than the normal townspeople, wearing military fatigues and SHIELD uniforms beneath the squirming squid creatures that clung to their chests. In the front of the crowd, to his disbelief, were Vagabond and the Two-Gun Kid, the creatures latched to their chests as well, making them two more of the mindless attackers.

"Aw, man," Darkhawk said into his headset, turning around as he heard the approaching footsteps of the army from which he'd previously fled. A lump formed in his throat when he saw that Hawkeye, too, had succumbed to the same fate as everyone else. "This is so not good."

"Hawkeye? Vagabond?" Iron Man furrowed his brow as he attempted to regain contact with his teammates, as their radio signal had went offline a minute prior. "They're not answering my hails," he said to the two Avengers that flanked him in the air, "so we're going in."

The three heroes rocketed downward, their speed carrying them away from the lake and into the town within moments. Warbird was the first to reach the crowd of desiccated zombies, spying the still-surrounded Darkhawk with ease. She plowed into the crowd, parting them like the Red Sea in her desire to assist her teammate. Iron Man and Captain Marvel followed immediately behind, covering their advance with a strafing action of repulsor rays and cosmic blasts. Seeing Warbird fly past him, Darkhawk took a gamble, firing his retractor claw directly behind her. With incredible luck, the grappling claw was caught in the grip of Iron Man, yanking the youngest Avenger away from danger and into the air.

Iron Man rocketed straight into the air, towing Darkhawk along with him, while Warbird and Marvel landed at the edge of the town, their backs at the large lake they'd previously hovered above. "Marvel, what's going on? Clint and the others were in that crowd..."

Marvel said nothing, jerking his head back in surprise, as if a heretofore-unknown revelation had been lain before him. He turned toward the lake, just in time to see the enormous green tentacles emerge from the water. He took to the air, too late to warn the unsuspecting Warbird, one of the tentacles wrapping around her with the strength of tensile steel. Genis shot into the sky, watching the helpless woman as she was dragged into the water, but found that his ascent was too little, too late. The second tentacle caught him by the waist, pulling him, too, into the water with hardly an effort.

"Oh my God," Darkhawk gasped as he looked down from his aerial vantage point, pulling and tugging on his grappling line in an effort to get Iron Man's attention, "look at that, man!"

The golden Avenger's jaw dropped open as he finally realized just what Darkhawk had seen. Perfectly visible from their altitude, writhing beneath the water of the lake, the creature stirred. The fate of Warbird and Captain Marvel was unknown. "That...that thing, it's like what's on the chests of those people in town," Darkhawk stuttered out.

Iron Man's eyes narrowed. "I think it's the queen."

TO BE CONTINUED...

Next Issue: "Infestations" continues as Iron Man and Darkhawk are forced to fight not only innocent people, but their own teammates!

- Chris Munn
May, 2003

Story © 2003, Chris Munn and Russ Anderson. Most characters presented are property of Marvel Entertainment Group.