PREVIOUSLY IN IRON MAN: MODOK kidnapped Happy Hogan and while he was hypnotized, he donned a makeshift Iron Man armour and attacked the real Iron Man. Tony was able to reach through to Happy just in time to break through the spell that enraptured him...

St. Vincent's Hospital

"This man is injured... he needs a doctor fast."

Iron Man stood in the entrance of the hospital cradling Happy Hogan in his arms. Underneath the mask and armour, Tony Stark was tired of this never ending battle between good guys and bad guys with the innocents among the casaulities.

Nurse Angela approached him. "Ohmygod! What happened to him? I'll get Dr. Brendall right away."

Iron Man knew that he couldn't tell her or anyone here at the hospital what really happened; he knew he had tell a big fat lie, without revealing his secret identity. "He got caught in the crossfire of a battle between myself and MODOK. Please, help him."

A slew of doctors and nurses brought a stretcher to carry Happy to the emergency room. Iron Man started to follow right behind them but Brendall stopped him with a gesture.

"What's wrong, doc? He's a friend of my boss, Tony Stark, and Stark would want me to be by his side every step of the way."

"I'm sorry I can't do that, Iron Man. He needs a doctor's care not a bodyguard's. Tell Stark that he should be here himself."

Iron Man was silent and stepped away.

Suddenly, a familiar female figure entered the hospital and raced over to talk with Brendall. She was a tall redhead with a face full of freckles. Pepper Potts was worried about Happy, moreso than Iron Man or Tony Stark would care to admit.

"Who are you, miss?" Brendall asked. "I can only allow family members in here."

"I'm his wife. Is he all right?"

"Yes, I believe so. He seems to be in a state of shock from the battle across town. Come in, it's best if he's with family now."

"Pepper, I-I'm sorry, he..." Iron Man stuttered, fumbling with the right words to express how he was feeling. It came out empty, hollow. Words could not describe his emotions.

"It's all right, Iron Man," she said, keeping her composure under stressful times. "I'm sure you did all you could to save him. I'm just glad that he's all right and in a safe place."

"Thanks, Pep. You're a doll." Iron Man paused, what to say next escaping him until he formulated what he wants to say. "I have to go now. I have to get them. They did this to him and I can't let them get away scot free."

"I know. I'll give Happy your regards and Tony's too."

Seeing an open window to the side of the hospital, Iron Man's jet thrusters released air currents from his micro-transistors and he flew into the daytime sky, swooping over the cannons of Manhattan. All he could see in that moment in his mind's eye was Pepper's disappointed face at him not being with Happy in his hour of need.

Elsewhere in New York

Frantically, to avenge his friend's injuries, Iron Man searches through the city for AIM's headquarters. He doesn't know where to start to look but he does know that the search won't be easy. They could be anywhere now, planning, scheming, plotting their next move against him and the free world.

Suddenly, an explosion tears up the concrete pavement below Iron Man and terrifies civilians, causing mass chaos. Seeing the danger at the present moment, the golden Avenger swoops down to see if he can exert some damage control and save lives.

As the smoke clears from the recurring concussion blasts and oncoming explosions and implosions, Iron Man views through his eye holes in his mask several familiar super human figures.

Alpha Flight, Canada's very own super human team.

The Faux Alpha Flight, their dark counterparts*, who were engineered by AIM, the very villains Iron Man is currently after.

* (For the Faux Alpha Flight's first appearance see M2K's AF #7-Gregg.)

Iron Man spies the real Madison Jeffries gesturing and the Faux Alpha Flight collapsing, deactivating.

Sensing that the battle is over, Iron Man lands in a clearing and approaches Alpha Flight's leader and founder, Guardian.

"Good job, team," Guardian says, congratulating his group. "You in particular, Madison. Without you, we couldn't have accomplished this. Oh, Iron Man, almost didn't see you there."

Iron Man laughs, getting the slight oversight. "I was going to ask if you needed any help. But I can see that you have matters well in hand."

"Don't worry about us, Iron Man," Guardian responds, confidence hinting at his voice. "We're just going to cart these losers to the Alpha Complex."

'How you expect to do that?" Iron Man asked, curious at the answer.

'We'll just use their teleportals to transport them."

"Guess you don't need me anymore. Bye, Alphans."

All of Alpha Flight says their good-byes to Iron Man as he makes a left arc into the skyline and flies out of sight with a slight push of the air currents.

Flying further across the city, Iron Man finally stops at a warehouse where he gets multiple readings on his mainframe computer. He calls in Jocasta.

"Jo, what do we have here?" He asks.

'I sense multiple figures in there carrying numerous and dangerous weaponry and one big fat head. That has to be MODOK."

"You are as astute as ever. I'll get them. Over and out."

"Jocasta out."

Knowing that the time to attack is now, Iron Man flies straight through the brick wall of the warehouse. Upon entering it, he sees MODOK and a slew of AIM agents, planning and plotting, and mostly getting ready for their final battle with their arch-nemesis.

"Okay, MODOK, this is it! Your reign of terror ends here and now!" Iron man commands by upping the volume of his voice.

"Iron Man!" MODOK snarls, gritting his teeth. The big floating head spins around to face the Golden Avenger. "Attack him, my agents! Don't leave a trace of him left!"

"Oh, no, you don't, MODOK baby! This is for what you did to Happy!" Iron Man says, as he fires a bolt of transistorized repulsor rays at MODOK's general direction. But to defend himself, the big head fires a bolt of psionic energy to deflect the blast.

Then, the AIM agents fired their laser pistols at Iron Man's metallic hide. The laser bullets zinged and bounced off his shell, striking the crates that surrounded them. The bullets forced the crates to be open, out pouring other weapons of some sort.

One agent pulled the pin of a grenade and hurled it at Iron Man. Upon contact it exploded but seconds before it detonated, Iron Man used his jet thrusters to hurl himself in the air to avoid the blast.

Gotta get out of here before the whole thing blows, Iron Man thought, as he carried himself to safety.

"So, that's the end of this division of AIM," Iron Man said, as he watched the FDNY use flame retardant foam to smother the flames of the warehouse. "They couldn't have survived that."

But then, Iron Man hears a dull whisper; it almost sounds like laughter. He looks upward at the origin of the voice that it belonged to and saw a small speck in the sky. It couldn't be-

"They couldn't have survived that. They couldn't. Could AIM and MODOK be in the market of suicidal bombers?"

St. Vincent's Hospital

Clad in his usual attire of a black three-piece suit, Tony Stark raced into the lobby of the hospital, approaching the front desk.

"What room is Happy Hogan in?" Tony asked, hurriedly.

"In 3B. You can see him now. He can see visitors now, not just close relatives."

"Thank you."

With that, Tony Stark walked over to room 3B. He slowly opened the door and saw Happy awake with Pepper sitting on the bed next to him, consoling him in his time of need.

"Oh, hi, boss," Happy says, getting up in his bed. "Look, Pep, it's Tony."

"I just came by to make sure that you were all right."

'I'm fine, boss. Just a concussion from the mind control device. If I ever get my hands on that MODOK bozo..."

Tony smiled and then frowned. "Iron Man went after them. They escaped."

"Too bad. Next time Iron Man gets them, I'll be there right beside him."

"You will not, Harold Hogan." Pepper scolded.

Tony interjected, "Pepper's right, Hap. Leave the heroing to the super heroes." He paused and then continued. "I'm really sorry for what happened. If there was anything I could have done to prevent it, I would."

"Don't worry about it, boss. If not me, it would have happened to someone else. I don't regret it. Just goes to show you how much of a boxer I used to be."

'No argument there, Happy."

The three laughed.