Captain America just had to take a break. He felt as if he was about to snap from pressure. Vision's betrayal, the destruction of Seattle, Sharon's cancer, the galaxy falling to pieces, the Deathglare situation, and this mysterious Axis Key inside of him all were pushing Steve over the edge.* Maybe a good walk in Central Park could help heal his mind and body.

(* See various M2K issues of Avengers, Apocalypse: Ageless Fury, Cable, and this title -- Russ)

Just as Steve was about to sit down on a bench he saw a little girl with a hideous hump on her back crying. Steve bit his lip and sat down beside the little girl.

"Whatcha crying for?" Steve asked the little girl. What do you think she's crying about you big jerk?! Cap thought to himself.

"No one wants to play with me," the little girl said sniffling. Steve could relate to this girl when it came to no one wanting to play with him, go on a date with him, even talk to him. Except that was a long time ago when he was just a scrawny freshman in high school and besides Steve eventually got bigger, but this girl was going to have to deal with her deformity for life.

"Well I'll play with you. Where are your parents at?" Steve asked. He knew it couldn't be school time because it was the weekend.

"I don't have parents," the little girl said, her sobbing beginning to simmer down.

"Then where do you live?" Steve asked. He knew he wasn't going to like the answer.

"In Steve, my box," the little girl replied. Cap then looked down and realized that her pink dress was tattered and patched over repeatedly. To make matters worse her box had his name. Steve put on a fake smile and decided he was going to help the little girl.

"Isn't that funny? My name is Steve too! Hey do you want to go to Coney Island?" Steve asked. The little girl got a big smile on her face; grabbed Cap's hand and they began to walk away.

"Maria," the little girl said.

"What?" Cap asked confused.

"My name's Maria," the little girl said.

Captain America's Apartment (Two Hours Later)

"Welcome... toooooooo... my house!" Cap exclaimed. He hadn't been this exhilarated in a long time. He just felt guilty that he hadn't brought Sharon along because he knew Sharon could have done a better job at getting Maria a new wardrobe than he could.

Maria stepped into Steve's apartment with a long blue dress on that glistened in the light. She hadn't got new clothes since her Mom first left her out on the street. That was three years ago.

"Steve I'm really tired. Can I go to bed?" Maria asked.

"Sure kiddo. My bed is right around the corner. Jump right in," Steve said as he pointed the way to his bed. When Maria found her way to the bed Steve went into the kitchen to grab himself a soda, but as he neared the refrigerator everything around him lost its color and all was gray.

"Captain America," a gravelly voice said. Cap turned around looking for his addresser when he saw a black cloud that slowly changed into a being that looked like a bunch of cobwebs.

"What do you want here?!" Captain America demanded of the web man.

"I am Cobweb* and I come to offer you a deal. See, I can get rid of three bad things in your life in exchange for one favor. I can rid Sharon of her cancer, Maria of her hump and I can suppress the aggressiveness that the Axis Key is causing you to have. I bet you didn't even know that the Axis Key was having ill effects on you. So do we have a deal?" Cobweb asked, smiling a very wicked smile.

(* Cobweb, once upon a time, acted as arch villain to the hero Sleepwalker -- Russ)

"What's in it for you?" Captain America asked considering very hard the offer Cobweb was giving.

"You have to let me inhabit your mind because I have been mysteriously cut off from the Mindscape. I need a mind to live in before I die," Cobweb said slithering to the ground trying to demonstrate his death.

"Fine Cobweb... you've got a deal," Cap said gritting his teeth. Cobweb smiled and flew straight through Cap's ear. Steve wanted to scream, but he realized that he felt no pain. Cap knew that Cobweb was inside his mind when color returned to his apartment. Forgetting all about the soda Steve ran to see Maria and he was amazed to see that the hump was gone.

Above Earth

"Cobweb has succeeded in fulfilling his part of the plan," Nebulon reported.

"Good! The Captain makes this far too easy," Count Abyss laughed.

"Don't underestimate the power of Captain America... or his allies. Your hubris could very well be your downfall," Gullin said.

"I am handling Captain America's allies right this minute," Count Abyss smiled.

"May I inquire how is that?" Nebulon asked.

"The Crimson Pirates and Dr. Demonicus should be getting the better of them," Count Abyss replied.

"HA! Captain America and a human beat Dr. Demonicus. Do you really think he will be of much help?" Gullin asked.

"He wasn't on his guard then. He is now!" Count Abyss said, his eyes beginning to glow.

"Don't get feisty now, dear Abyss," Gullin said.

"No need to worry about that Gullin. I'm calm and cold as the vacuum of space," Count Abyss said.

"I grow tired of this idle chatter. When will this invasion of Earth begin?" Nebulon asked.

"I just need to get rid of Captain America's allies and then we can begin our grand scheme," Count Abyss replied.

S.H.I.E.L.D. Helicarrier

"Sharon what was Mieko Ko talking about when she said that you had betrayed S.H.I.E.L.D. and Captain America?" Brian Vesso asked.

"Look Brian everyone makes their deals with the devil. When I first found out I had cancer I was desperate and I turned to Mieko Ko for assistance. She had the means to heal me of my cancer, but I had to do something for her in return. I am truly sorry and I now realize the error of my ways," Sharon replied, hanging her head low.

"Sharon I can forgive and I'm sure Cap can, but you know like I know that S.H.I.E.L.D. will eventually discover your betrayal and I can only do so much to help you out," Brian said firmly grabbing Sharon's shoulders and looking her straight in the eyes.

"Yeah well I'm sure that I'll be able to handle the consequences of my actions soon enough," Sharon said not able to look Brian back in the eyes.

"I'll do everything I can to make sure you make it through those consequences," Brian said taking Sharon's hand.

Congo

"Herth, take my daughter to someplace safe! Hurry!" Captain Kerosene exclaimed as he tried his best to hold back Bloody Bess's psi-blasts.

"Okay Kerosene I'll get her out of here," Herth said as he grabbed Captain Kerosene's daughter with his beastly hands. Before he could even leave the battlefield though Killian transmuted some of the air around Herth and Captain Kerosene's daughter to steel, entrapping them. Captain Kerosene, seeing this, tried to come to his daughter's aid, but soon realized he wouldn't be of much help to anyone if he were unconscious.

"This is just like old times huh luv?" Bloody Bess asked Captain Kerosene.

"Fat chance little lady!" Captain Kerosene exclaimed unleashing an inferno of flame that would have incinerated Bloody Bess, but she was saved by one of the Sea Dogs. Before Captain Kerosene had time to recover he was trampled by a horde of Sea Dogs.

"Sorry Captain, but you are way out of your league here. To think you used to be such a good pirate too. Unfortunately you had to gain a conscience," the Sea Dogs said in unison.

Meanwhile Maggott was using his maggots to devour the many monsters of Dr. Demonicus. Maggott was getting tired of hearing the constant slurping of his maggots eating up Dr. Demonicus's monsters. Dr. Demonicus was appalled at how quickly his monsters were being devoured by these techno-organic maggots.

"I see both you and I are masters of monsters," Dr. Demonicus commented.

"Please... if anything you are the monster," Maggott replied.

"Smart remarks from someone who is on the brink of death," Dr. Demonicus said.

"Yeah... ARGHH!" Maggott screamed as a barrage of physic bullets struck him down.

"You're lucky the boss wants you all alive," Broadside commented as he spat into the wind.

Meanwhile in the air, Undying could barely handle the assault of Killian, Bloody Bess, the Sea Dogs and Tullamore Voge. She was doing all she could to hold back her true power because her gentle soul refused to cause grievous bodily injury. Just as she was about to fall under the onslaught of the combined powers of her attackers someone or some ones came to her aid.

"Don't despair dear Alicia I have to come to give you a hand," Alan Shizer, leader of the M-Squad said.

"Who's this bozo? Oh it looks like he brought his circus with him too," Tullamore Voge cackled.

"Can you believe this guy just called us a circus?" Shaquita asked Alan.

"Well he must be the ringmaster," Erika said.

"Enough talk! Destroy these clowns!" Killian barked. The Sea Dogs all attacked. Shaquita at once turned into liquid oxygen, which froze the majority of the Sea Dogs. The few that survived retreated. Meanwhile Erika was using her power to make Broadside and Bloody Bess so angry at each other that they were fighting.

"Erika you definitely know how to light up a party!" Shaquita said.

"Well this party is just about over for you two!" Dr. Demonicus shouted as his beasts surrounded him.

"I think not!" Tyler yelled unleashing a powerful telekinetic blast ripping apart most of Dr. Demonicus's beasts.

"About time you showed up Tyler," Shaquita said with a smile.

"Well I just got sidetracked along the way." Tyler looked behind him at the body of Killian.

"It seems this battle is ours so let us get our allies some medical care and inform Captain America of the vision I had," Alan said.

"I only pray he can help us," Erika said.

"As do I dear Erika," Alan said.

Captain America's Apartment

"Well this is all just overwhelming," Cap said staring out a window.

"I know it sounds hard to believe, but trust me we aren't lying to you. My friend Alan will be able to go into more detail, but only you and another can defeat the mad being Count Abyss. If he is not stopped his allies will ravage the Earth until it is nothing but a charred and skewered husk," Riley said.

"If worse does come to worse though I'll definitely duke it out with Count Abyss without you," Antonio said.

"Shut up Antonio! I wish you would stop being such a jerk," Riley said.

"I wish Alan hadn't stuck me with you. You can barely use your powers. You are a liability. Maybe we can use you as a bus boy though," Antonio taunted.

"Both of you shut up! I guess you don't realize we are in front of like one of the biggest heroes on the planet," Ameshia said.

"It's okay really. I don't like so much attention being shown to me anyway," Cap said hoping the racket wouldn't wake Maria up. Just then Cap's S.H.I.E.L.D. communicator went off.

"Cap it's Sharon. Look you won't believe who's over here to help. It's Black Tarantula and some allies of his. I'm not too sure of him though so come prepared. Sharon out," Sharon said urgently.

"Look, I need one of you guys to stay behind and watch Maria for me. I need the rest of you to come with me," Cap said almost ordering around the members of the M-Squad. He didn't do it intentionally. It was just a habit like biting your fingernails.

"I'll stay and watch your kid," Ameshia said sitting down on the couch and turning on the TV.

"Alright. problem solved," Riley said as Steve, Antonio and himself walked out of the door.

Above Earth

"It seems your troopers have failed in their task," Nebulon laughed at his own superiority of the moment.

"It was only because an unexpected element entered the fray which proved to be too much of a problem," Count Abyss explained.

"Why don't you just admit your guys failed? It's not really hard to do," Gullin said snorting in what almost seemed to be disgust.

"Gullin, I particularly don't like your attitude. I can accept it for now, but let's make sure it doesn't happen again. As for me admitting to failure, it is something I am particularly good at doing. I can make up for mistakes though," Count Abyss smiled.

"What do you mean?" Nebulon asked.

"Well, Jonathan, Chantal, Nicole and Lionel Lambert of the M-Squad are in a plane of their way to the S.H.I.E.L.D helicarrier at Riley's request. How about I interrupt that mission with a little bit of my power," Count Abyss said and with a snap of his fingers meteors were headed for towns in the vicinity of the plane so the heroes would be distracted and once on the ground they would be attacked by beast men from Khimera.

"You amaze me more and more every day," Gullin said, sucking up to Count Abyss hoping to get back into his good graces.

"I amaze myself more and more everyday," Count Abyss said with an evil laugh promising doom.

Australia

"Master Khimera. Twelve more of the resistance members have been captured. I ask what we do with them?" a tiger man asked.

"Kill them as you have all the ones before," Khimera said coldly. Khimera could not understand why a resistance would be formed against the great promise and hope he had brought his beast men. He took poor and lonely wretches off of the street and made them into something more than human. Shouldn't they be grateful? Khimera just couldn't understand it.

"Herth you are the cause of this. You and your wanting to be a walker amongst the humans have doomed us all. You have lead to the destabilization of this grand empire and for this you must be punished. You and all your ilk must be punished!" Khimera screamed. Just as he was about to yell some more Count Abyss came up in front of him in hologram form.

"In time, Khimera. Just have patience. I need you though to have some soldiers ready for immediate deployment because I am in need of them. They are going to be the catalysts of the beginning of the invasion...our invasion of Earth! Won't that be glorious?" Count Abyss asked. Khimera just nodded his head. Deep down Khimera could only wonder if this was the best thing for his creations. His loving creations oh how he loathed to kill them. All expect for Herth who was imperfect and spread his imperfection into once pure creatures.