"43-44-45-46-"

Tony Stark was in the workout room, benchpressing some weights. He had to be in perfect, tip-top shape to be in the super hero business. He was alone thus far, until someone walked in. It was Pepper Potts.

"Do I have any appointments today, Pepper?" Tony asked his social secretary.

"No, I don't believe so.' She had memorized his entire schedule, a weird enough talent in and of itself. "Why?"

"Because I need the day off for some personal business."

"Where you going?"

"To Canada. I had contacted Alpha Flight recently and they have had some trouble with AIM*, so I thought I might check it out. Give them a hand."

* ( Check out Alpha Flight #1-11 and AF Annual 2001-Gregg.)

"Why do you feel you have to do that? Can't they do that themselves?"

"It seems that the first time they fought AIM** the battle ended with MODOK and AIM missing. So I thought I'd check out what happened to our favorite floating head."

* ( This time, Wolverine #142-3-Gregg again.)

"So I guess there's no changing of your mind?"

"No doubt about it."

Harold 'Happy' Hogan runs down the hallway within the main offices of Stark Solutions, with a mission on his mind. He is terribly out of shape so that the simple sprint puts him out of breath. He makes it to the elevator and knows that Stark's office is on the third floor, so he presses the up and third floor button.

The elevator pinged and the doors opened. Happy stepped outside and once the doors closed again, he started his sprint again. By the time that he reached the door to Stark's office he was out of breath again.

He knocked heavily on the door.

"I've got something to talk to you about, Tony."

On the third knock, the door opened and Stark wasn't in the room. Two people were, Pepper Potts and Jim Rhodes. A long time ago Pepper was married to Stark's best friend and chauffeur Happy Hogan. They were divorced but now they are trying to get back together.

"Where's Stark?!" Happy asked.

"He's not here, Happy," Potts said.

"Where is he then?" he asked.

"What do you want, Hap?" Pepper said.

"I just need to know where he is."

"He's off saving the world, again," Rhodes said.

"Fine time for that, I say. Where's his priorities?"

Happy looked at his shoes. "Where is he?' he again asked, this time a whisper.

"He's in..."

London, Canada, at the old AIM factory

For the past few hours, Iron Man had been flying across the country, crossing the continental divide into Canada to make it to London, Canada, where he was sure that AIM was last seen. He knew that if Modok was still alive, that big monstrous head, that he would be a menace to society. And if he was formulating new plans then he had to be stopped post haste.

Iron Man opened a compartment on his wrist, it was a communicator that he would use to contact his artificial intelligence, Jocasta.

"Jo, could you patch me into the Alpha Complex and their mainframe computer and tell me what happened to MODOK and AIM?"

"Sure, Tony. I'll see what I can do. Wait a minute."

"Don't take too long, Jocasta."

Iron Man looked through his visual receptors at the wrecked AIM factory. It looked to him as though the factory itself had simply vanished but there was something in the rubble, a large figure. What could it be, he thought.

It was at that exact moment that there was a huge explosion emanating from the rubble. A figure appeared out of the resolute darkness. It was the former leader of AIM, it was MODOK.

"Jocasta, I think we have a situation here!"

"I'm right on it, Tony. MODOK may be still alive. Alpha Flight believes that he is still alive. I forgot to tell you earlier, Tony. We've been busy here at Stark Solutions."

'Thanks for telling me now, Jocasta. I appreciate the thought."

"Do you need assistance, Tony?"

"No, Jocasta. I think I can handle the situation at hand."

Iron Man turned off his A.I. connection and turned his attention to the ruined MODOK. MODOK started to laugh loudly and fired a single bolt of psychic energy from the band that was affixed to his brow. It shot past Iron Man and caused a crater in the ground.

"Alpha Flight is mine to do with as I please," MODOK said, soaring into the air. "I will destroy them!"

Stark Solutions

"Ouch! That hurts!"

"It's supposed to. It's iodine."

Returning to his headquarters in New York City, Tony Stark had taken off his Iron Man armour as painful as that was for him in his current beat up condition. The battle with MODOK had taken a lot out of him, physically. MODOK may be back but this was a more ruthless version of the on-again off-again AIM leader.

The woman applying the iodine on his chest and biceps was Pepper Potts. A long time ago she was Stark's secretary but her job has advanced somewhat. Now she was playing nurse to the wounds that were inflicted upon him as Iron Man.

"Feel any better, Tony?" Pepper asks.

"I do feel better. Now all I have to do is put on the armour and go after AIM. He said that he had revenge on Alpha Flight in mind. I have to stop him."

"Not now you don't. You're in no condition to do any fighting or super-heroing. You need time to heal. You need rest and relaxation."

"I know, Pepper. But I can't let MODOK roam free."

"I know you can't. But you need to let your injuries heal before you open them again." She sighed and continued. "Where will you go? Searching aimlessly won't help matters any. "

"I'll go to the Alpha Complex. I've a nasty feeling that that is where MODOK will go."

"Do you really think that MODOK is after the Flight? Why did he bruise you so badly if you were merely inconsequential? He probably wants you to go there."

By this time, Tony had put on the rest of his armour. "I know but I have to chance it. I may need Alpha Flight's help to defeat him."

"Be careful, Tony, I-"

The Alpha Complex

It is a quite night at the headquarters of Alpha Flight, especially in the security wing where Alpha flight keeps their criminals for incarceration. They have not kept a lot of criminals here because mostly their villains have been of a mystical nature and they are either housed within Live world or Shaman's pouch. The ones that are kept here are the members of Advanced idea mechanics, the Canadian division that plagued them a few months ago.*

* ( On and off between issues 1 through 15, where they were finally captured-Plugging Gregg.)

While Alpha Flight sleeps, the Scientist supreme, Brainwave, the AIM agents, and the Faux Alpha flight do not sleep. Instead, they brood and plan their first escape. Even though Guardian has placed power dampeners on their wrists, they believe that they can escape with every bit of success as their peers.

And their dream will come true.

BAAAAROOOOMMMM!!!!

A power blast from the brow of MODOK rocks the Alpha Complex's world as the wall leading to the outside world explodes in a blaze of fire and glory. MODOK sits there smiling at his compatriots. Another mindblast frees them of the power dampeners. They are free to use their powers. And not a moment too soon because here comes Alpha and Beta Flight.

The first one to enter the separation between broken wall and freedom is Kane. He extends his claws and vaults into battle, saying, "You tarnished my name once, AIM buddies, not this time! Not anymore!"

"And you do have a flair for the dramatic, don't you Kane? But we shall destroy you as Alpha Flight did to your robot form many months ago!"* MODOK screamed, as he thrust a mindblast at Kane's chest, hurling him ever backward.

* ( In the now-classic Alpha Flight #1-Gregg again.)

"What's going on?!" Dei Guan said, still drowsy from sleep. He transformed into his Jade Dragon self. "Doesn't anyone believe in giving Alpha or at least, Beta Flight any rest?!" He breathed in the nighttime cold air and breathed fire at the escaping AIM agents. But MODOK deflected it with one mighty powerful mindblast. The reverberation of the fire backlash distracted Beta Flight and the arriving Alpha, or what was left of it, * to let the AIM agents escape.

* ( See Alpha Flight #23-24 for their dwindling ranks-Gregg.)

As MODOK and AIM were just a dot on the horizon, Guardian saw a golden and crimson object approaching them. As it got closer, they saw that it was none other than Iron Man.

"It looks like I was too late," Iron Man said, as he landed in front of the Alpha Flight.

"Too late for what depends on your point of view," Guardian said. "I can't believe that MODOK is still alive."

"I'm afraid that that's my fault. He was near death but I found him and being near an energy source such as mine, he was jumpstarted to life. I'm sorry, Guardian."

"Don't worry about it. It's not your fault. I'm sure MODOK would have found another energy signature to jumpstart himself to life. The problem now is what are we going to do about it."

'I would like to help," Iron Man said. "I will search for them and bring them back here for incarceration."

"Okay, if you feel that way. "Alpha and Beta Flight will stay at the Complex for backup if you need it. Also, if you do need extra help, I would recommend contacting Kamikaze in Northern Canada. He's staying at Crawley's and Jeffries' apartment."

"Will do."

Madison Jeffries' Apartment

"What can you tell me about this new incarnation of AIM?" Iron Man asked Kamikaze who was staying with Diamond Lil at the apartment that she shared with Madison Jeffries. "Even though I'm going after him, you have as much a connection to MODOK as I do."

"What would you like to know?" Kamikaze said.

"They told me you were difficult but I never thought it would be like this. "

"Well, to be honest, I was never in the MODOK AIM. I came afterwards. Y'see, after MODOK disappeared, a new AIM was formed using a paranormal strikeforce with me at the helm. My assignment was to capture all of Alpha Flight so that AIM could mass produce the Faux Alpha Flight. They were successful."

"And then?"

"Then, after all that, Lillian, my darling Lil, offered me a job at Alpha Flight. But that didn't last too long."

"So I've heard. The Prime Minister has thinned the ranks of Alpha Flight. Life's a bitch." Iron Man started his jet thrusters. "Thank you. I'll keep you abreast of my progress."

Iron Man vanished in to the skyline.

"'Darling Lil'? Why, I oughtta-"

The fight between Madison Jeffries and Kamikaze started anew.

Back at Stark Solutions

"Back so soon?" Pepper asks, clad in a white terrycloth robe.

Tony was still in his armour with his helmet up, sitting at a computer terminal. "Yeh, Pepps. I found Alpha Flight but I was too late to stop MODOK from doing what he planned to do."

'Which was?"

"Breaking AIM out of the Canadian prison in the Alpha Complex. Guardian offered his help but I declined it."

Pepper was on alert. "Are you crazy, Tony? Frankly, you need all the help you can get to defeat MODOK?"

"I thought you were against me going to Alpha Flight."

"You read me wrong. I wasn't against you going for help but I was against you going to fight MODOK injured and all beaten. What were you thinking?"

"Trust me, Pepper. I know what I'm doing."

"Famous last words."

"What's that supposed to mean?"

"Only that you must be stupid to think you can defeat MODOK and AIM all by your lonesome."

"I did it before."

'No, you didn't. You always had help. Like War Machine."

"I can't this time. Rhodey's not War Machine any more."

"Don't I know it."

"Is it just me or is this argument going nowhere?" Tony asks.

"It's just that you're so bullheaded," Pepper affronts. "I hate arguing with you, anyway."

"So let's not argue."

"Let's."

Tony put on the rest of his armour and was off.

Zytec Industries

A large head appears over the grassy knoll that passes for the entrance of this scientific institute. This head is none other than MODOK and with him are his large army of AIM agents, with ray guns and laser rifles in tow.

"There, my agents , is the place where we will find the radioactive isotope to grant us more power to take over this paltry planet that men call Earth," MODOK said, as he floated over the locked doors. Below him and the agents were two guards with barely enough weapons to stay alive rather than handle this tremendous threat.

"Shall we attack them, MODOK our great lord," one of the agents whispered in a tone of authority to his leader.

"Yes, my agent. Attack them we shall. Attack them and slaughter them and make away with our prize."

A crimson bolt of electricity suddenly hit MODOK on the temples and nearly struck him unconscious. The agents were all surprised and they opened fire on the intruder. They screamed bloody murder. They screamed at Iron Man, the Golden Avenger.

"You really don't think that I'm going to let you get away with this, do you, MODOK baby?!" Iron Man said, making a dramatic entrance to the grassy knoll that all presented and accounted for were at. He raised a dismissing gesture as a way to make peace, not war. It was an equivalent to raising a white flag in times of battle.

"Iron Man, you don't really think that you could stop me and us, do you, now?" MODOK asked his opponent. "For this transgression, you shall die a horrible death." With that statement said, MODOK fired a blast of psionic energy from the band across his brow. Iron Man was so distracted from the conversation he was having with MODOK that he didn't notice the villain's attack and had no way to defend himself against it.

Iron Man fell to the ground, stunned.

"With Iron Man out of the way," MODOK commanded, "we can proceed with our plan."

Ignoring Iron Man, MODOK and the rest of the AIM agents proceeded to enter the institute's inner entrance. They disabled the two guards easily, who thought that Iron Man would help them against MODOK and his beekeeper forces.

As Iron Man groaned awake, a SHIELD jet landed mere feet away from him. The exhaust alone from the jet was enough to awaken him.

"<UHNNNN> Did anyone get the number of the Mack truck that hit me? Who's that getting out of the jet? It better be the Avengers."

"No, not the Avengers. Someone better."

Iron Man saw three figures joining him on the grassy knoll. It was Captain America, the Falcon, and Sharon Carter, Agent 13 of SHIELD. He couldn't ask for better reinforcements.

"What are you guys doing here? As if I hadda ask.'

Cap reached out a hand for Iron Man to use to stand up. Ever the gentleman, eh Cap? Thought Tony Stark.

"It looked like you needed some help here, Iron Man."

Iron Man took Cap's hand and stood up. "Thanks, Cap. Hullo, Sharon, Falcon."

The two other associates nodded in the affirmative.

Bombs exploded within the factory.

"Looks like we have a fight to fight," the Falcon said.

"I just wanna kick some AIM ass!" Sharon Carter shouted.

"Let's go, men! This time MODOK's gone too far!" Captain America said, as he launched himelf into battle.

Whatever business Alpha Flight had with AIM would have to be put on hold because this time it's personal.