Now. The hidden laboratory of Pestilence.

"So... Tony Stark is Iron Man."

The man with the body of an animal grinned up at his prisoner, razor sharp canines glinting at the corners of his smile.

For his part, Tony Stark - the prisoner - tested his bonds once again and came up just as short as before. Inhibitor cuffs bound his hands and feet, pinning him, spread-eagled, against the lab's wall. Tony was wrapped into the Iron Man armor, arguably the most powerful and sophisticated personal-use weapon on the planet... but the inhibitors sapped nearly all of the suit's power, leaving him completely helpless before the man-beast now speaking to him - the man-beast who had somehow managed to remove Iron Man's mask.

How long had he been unconscious?

"I know who you are," the man-beast said. He stood slightly hunched over, as if his normal posture left the knuckles on his too-long arms dragging on the floor. His skin was covered in thick gray fur, and he was dressed incongruously in blue trunks, an open lab coat, and thin spectacles. "Do you know who I am?"

"You bear a striking resemblance to Dr. Henry McCoy, the Beast," Tony observed dryly. "But you got the coloring wrong. The Beast has blue fur."

The man-beast nodded. "In this reality, yes he does. I may hail from another world, another dimensional plane, but I assure you Mr. Stark, I am Dr. McCoy. For now, you may call me Pestilence."

"Pestilence." Tony set his jaw. "One of the biblical four horsemen of the Apocalypse. So you're involved with the Apocalypse Dawn as well, eh?"

Pestilence chuckled. "The Apocalypse Dawn is a single facet of a much greater jewel, Mr. Stark, a jewel you are about to see more of than you ever could have hoped for. Tell me, have you ever heard of the Legacy Virus?"

"Of course. It's a sort of super-flu that only infects homo sapiens superior - mutants."

"Up until several months ago, that was true. However, it's recently come to light that a normal human has indeed contracted the Virus - Moira McTaggert, a world-renowned geneticist." McCoy turned away and moved toward a console on the far side of the room. A CGI of the bound Iron Man armor appeared on the screen as a stream of specifications ran down the side of the image. "The problem is, it hasn't moved on to infect other humans. The Virus in its natural form is completely unpredictable, at times it seems to have a mind of its own. It's almost as if it has consciously decided NOT to infect any other human beings save for Dr. McTaggert."

"Is there a point to this?" Tony asked irritably, though it was rapidly becoming clear where Pestilence was leading him.

"My... mentor, Apocalypse, wishes to aim the Virus at the human race, but he can't do that until he has a control strain - a version of the Virus that will act only on those he wishes it to act upon. That's where you come in, Mr. Stark. Once I find a way to remove that damnable armor, you will be a guinea pig for my Legacy Virus experiments."

A week ago. The Evergreen Island estate of Tony Stark.

"Tony?" Pepper Potts said, poking her head into the lab. "Mitsubishi faxed over the contracts for your consultation on the Nagasaki lightrail system. They're going to need your signature."

"Just set them on the workbench, Pep," Stark replied. Dressed in maroon khakis and a black T-shirt, he stood with his arms crossed facing a nearby wall, where a newscast was currently running on the 75-inch monitor imbedded there. Pepper did as instructed, then joined him at the monitor.

" - rally in Washington, D.C. erupted in violence when members of the humanist group, the Friends of Humanity, clashed with followers of the Apocalypse Dawn, a self-professed religious movement touting the Darwinist belief in mutants as the next evolutionary step for humanity. The spiritual leader of the Apocalypse Dawn, a man who would only identify himself by the name "Katan", had this to say:"

The dour male correspondent was replaced on the screen by a strikingly handsome man in his early thirties. The goateed man wore some sort of shimmering robe, but the camera never dropped below the level of his collarbone, so it was impossible to get a good look at the garment's design.

"Mutants have suffered the oppression of the hypocrites running the U.S. government and the rest of the world since their existence became public knowledge. Yet, we of the Apocalypse Dawn have deigned to warn you of the coming of our Lord and Master, the savior of the mutant race, En Sabah Nur. He will not tolerate the inhumanity of man, and he will not bargain with any of you. Humanity will not be able to stand against him, and homo superior will take its rightful position as masters of the genetic throwbacks evolution has created us to replace. This is your only warning. That is all."

The image returned to the male correspondent. "When asked whether the previous statement implied terrorist intent by the Apocalypse Dawn, Katan had no comment. With dozens of the Friends of Humanity, and almost as many of the Apocalypse Dawn, hospitalized after the violence in Washington today, speculation is running rampant that authorities won't allow the Apocalypse Dawn's upcoming demonstration in Chicago..."

"Geez," Pepper muttered.

"What do you think, Jocasta?" Tony asked.

The newscast disappeared, replaced by a computer-generated female face. The woman on the screen was blonde, with a shapely nose and a subtle but exotic slant to her eyes that spoke of distant Oriental ancestry. "Speaking as a former Avenger, Mr. Stark, I would be worried. En Sabah Nur is the birth name of an immortal mutant overlord named Apocalypse, whose own Darwinist agenda matches that of the Apocalypse Dawn. There is a very real danger that he is behind them."

"Or maybe this Katan is just a fruitcake with a superiority complex and too much knowledge of mutant trivia," Tony replied.

"Always a possibility," Jocasta agreed.

Tony sighed. "In any case, I'm hesitant to look too deeply into this. The Avengers have been taking a lot of flack lately for 'religious persecution' because of our stance on the Triune Understanding.* The last thing the team needs is one of its founders picking a fight with another fringe religious sect."

(* See recent issues of Marvel's Avengers series for more on the situation with the Triunes--Russ)

"With all due respect, Mr. Stark, the Triune Understanding has never openly threatened the human race or the U.S. government."

"She has a point, Tony," Pepper agreed, leaning back against the workbench she'd set the contracts on and crossing her arms. "Besides, didn't that reporter say this 'Apocalypse Dawn' would be holding a rally in Chicago? It just so happens that Stark Solutions has some contract work for Grant Industries pending in the Chicago area. It's low-priority, so I've been pushing it back on the schedule for the last few weeks... but I bet they'd love to have you sooner rather than later."

Tony grinned knowingly at her. "And if I just happen to be in town when this Katan person is...?"

"Then of course Iron Man would be obliged to keep an eye on things - from a respectful distance, of course - just to make sure things don't get out of hand like they did in D.C."

Tony nodded. "Alright, then. Let me grab a shower before I go over those contracts. That should give you time to get the details for the Chicago trip settled, and we'll settle it then."

Pepper saluted him with a smirk. "Aye aye, cap'n."

"You're the best, Pep. Give me half an hour." He snatched the contracts off of the workbench and strode out of the room. Pepper watched him go, then turned and looked back at the screen, where Jocasta's face was still projected.

"That face is a new look for you, Jocasta," she said. "What's the occasion?"

"None really," the image replied. "Since I don't have the luxury of an ambulatory body, I saw no reason to restrict my digital image to that form I used to wear. I desired a more-human appearance for my dealings with you, Mr. Hogan, and Mr. Stark."

Pepper nodded. "It's nice. Very pretty."

The image on the screen beamed with pride. "Thank you very much, Pepper."

Pepper Potts did not mention that the woman on the screen looked vaguely familiar, too. She put the matter out of her mind as she excused herself and went to arrange her boss's business trip to Chicago.

Now. The hidden laboratory of Pestilence.

"You'll never crack the codes," Tony said confidently as his captor snarled over the ACCESS DENIED messages scrolling down his computer screen. "I was studying cryptology when the real Hank McCoy was just learning to read. Maybe Reed Richards would have a chance, but you... no way."

Pestilence smashed his fists down in frustration on the console. Turning, he stalked back toward Tony. In addition to the mask, the mutant had managed to pry open the disk-shaped pods on Iron Man's hips and the window on his chest that housed his uni-beam weapon. Both of these allowed plug-in access to the armor's systems... as long as the user had the proper code sequences or was initiating the access from inside the armor itself. If neither of these were the case, the ports were fairly useless - as Pestilence was finding out. Now the Dark Beast grabbed handholds on the wall Iron Man was pinned against and scrambled agilely up it until he was straddling the armored Avenger's torso and peering straight into Tony's unarmored face.

"Open the armor, you flatscan throwback," Pestilence growled. "I can guarantee you a swift death if you do. If not..."

Pestilence lifted one furry, clawed finger to Tony's face and slid it across his forehead, opening a bloody line from temple to temple. Tony clenched his jaw and didn't make a sound. When he was done, Pestilence kicked backward and executed a flawless back-flip before landing gracefully on the cold metal floor.

"If not, I'll simply tear you to pieces and pull you out of there, chunk by bloody chunk," the mutant finished. Then he turned and stalked out of the lab. Tony couldn't see anything of the building beyond the room before Pestilence slammed the door closed.

Once he was alone, Tony waggled his eyebrows up and down experimentally, feeling the wound on his forehead open and close with the movements and trying to judge how deep it was. Not deep, he guessed, but it was already bleeding profusely. That would cause problems once the blood started dripping in his eyes.

Hopefully he wouldn't have to deal with it for long. He thought he knew how he could get out of here, but it was going to take a little bit of time. He had no idea what he was going to do about Pestilence knowing his true identity, but at the moment, that was pretty far down on ye olde priority list. First and foremost, he needed to get free before the bad guy found a way to get into the armor and poison him.

All he needed was a little more time.

Yesterday. Chicago, Illinois.

This is a waste of time, Iron Man thought. He stood on the roof of the Chicago Hilton and Towers, looking out over the nightscape of the city, superimposed as it was over the inky blackness of Lake Michigan to the east.

It had been child's play to find out what room this "Katan" person was staying in and to plant a listening device. Iron Man had been standing out here for nearly an hour, listening to the religious leader meet with three separate high-ranking city officials. Two of these men had spent their time dropping thinly-veiled threats, trying to coerce Katan to take his followers and get out of their town. Katan had politely taken these warnings in stride, dropped a few not-so-subtle threats of his own, then got them out the door. The third visitor had privately confessed that he himself was a mutant, and wished to join the Apocalypse Dawn, but was torn over what this 'coming-out' would do to his family life and political career.

It was this last one that made Iron Man reconsider what he was doing up here. His eavesdropping was a major violation of this Katan's civil rights. As a costumed hero, Iron Man had bent and even broken the laws of due process plenty of times - but never without reasonable cause - and the fact was, he was running out of reasonable cause. Despite the violence in Washington, the Apocalypse Dawn demonstration had gone off practically without a hitch earlier that day, and while Katan had repeated his warnings of approaching judgment for the human race, he had made no overt threats. Tony Stark didn't trust the guy, and he sure didn't like his agenda - but if that was all he had, he could just as easily be invading the privacy of Rush Limbaugh.

No... any which way he looked at it, this was a bust. Best to just pull the plug and get out of here before he soiled his hands any further.

The earpiece in his armor crackled with faint static. Katan was opening the door to his suite. "Ah, Alastaire," he was saying. "Come in. I wasn't expecting you yet."

Iron Man put his hand to the side of his helmet, where his right ear was. He didn't know of any high-roller in Chicago by the name of 'Alastaire'. Maybe he would hang out just another minute or so...

"Just checking in," another man said. His voice was deeper than Katan's, less passionate, almost bored. Iron Man had never heard the voice before, and he wished suddenly that he could sneak a peek without fear of being discovered. "I heard the demonstration went well today."

"Better than expected, considering how things went in Washington," Katan replied. The clink of glass against glass and a slight gurgle. He was pouring his guest a drink. "Perhaps the humans are coming to grips with our presence, coming to accept us."

"Perhaps," Alastaire agreed dubiously. Then, after a pause, "May we speak freely?"

"Oh yes," Katan assured him. "The suite is automatically scanned every 15 minutes or so for listening devices. We found a couple - the FBI's, I think - but we quietly disposed of them. Should give Big Brother something to gnash his teeth over." Katan laughed.

Behind his iron mask, Tony Stark smiled thinly with satisfaction. They hadn't picked up his eavesdropping, though they'd obviously been looking for it. This didn't really surprise him - the device he was using was of his own design and about as undetectable as anything could be. It was a transparent sliver of silicon, thin as paper and no larger than a thumbprint. It clung to the glass doors of the suite's balcony and sent its signal to Iron Man via a near-microscopic fiber-optic line that ran up the side of the building and plugged into his helmet. Passive collection technology, with near-zero emission. Even he hadn't come up with a reliable way to detect the thing yet.

"Good," Alastaire replied simply. "Did you manage to 'recruit' any flatscans for the tests?"

Flatscans. Tony frowned at the word. It was a derogatory, used by mutants to describe normal humans. It was somewhat akin to calling a black person a nigger, or an Italian a wop.

"Yes," Katan answered. Tony could hear the smile that - as far as he could tell - was always on the holy man's face evaporate as he answered Alastaire's question. "One of the scouts located a vagrant family living in a condemned tenement down near the water. Five in all: a grown man, his wife, his teenaged son, toddler daughter, and elderly mother - the Pollards. A near-perfect demographic, and no one will miss them."

"And you've had them scanned? They read flat? This is very important, Katan..."

"I'm aware of how important it is," Katan answered, and there was a snappish note in his well-modulated voice now. "All five have been scanned, and all five are human and relatively healthy. They hadn't been on the street long."

"Where are they being kept?"

"At our offices on Canal Street. We've set up a small holding facility on one floor of that building. They're comfortable for now." A pause. "We do this for the greater glory of mutantkind, Alastaire."

"Of course," Alastaire agreed. "The sacrifice of these flatscans will seem as nothing once we control the Plague, Katan. You, of all people, must not let doubt creep into your heart now."

"Of course not..."

On the rooftop, Iron Man had heard enough. He had the entire conversation on digital audio and, though it would be inadmissible in a court of law, it would be plenty to get the rest of the Avengers interested in the Apocalypse Dawn. There was definitely more going on here than anyone guessed.

First of all, though, he needed to go save that family on Canal Street.

He unplugged the fiber-optic line from his helmet and pushed a carefully-measured electrical charge through it, silently vaporizing it and the listening device it was attached to. He was turning to launch himself into the sky, already calling up a map of Chicago's streets, when the wave of flaming plasma slammed into his back. The heat engulfed him, like being submerged in the lava from an active volcano, and he was hurled off of the roof. He came skidding to a halt on top of the building across the street.

"The hell--?" he said, slowly regaining his feet. The armor's environmental and life support systems were letting him know in no uncertain terms how hard the hit he'd just taken had been. Nothing the suit couldn't handle, but the cooling systems were working overtime to compensate for the heat.

His opponent was in the process of launching itself across the street. Iron Man noted that the enormous creature wasn't flying, simply leaping - as the Hulk was wont to do. It landed heavily on its feet on the rooftop, then rose to its full height.

"Iron Man," the creature said. It was huge - the comparison to the Hulk struck Iron Man again - at least ten feet tall and nearly half as broad. It was human shaped, but made out of some sort of transparent plastic skin that held in what looked like blazing orange magma. And floating in that shell, as if it was a human being driving a suit of armor, was a naked skeleton.

"Never thought I'd get to fight a real live Avenger, one-on-one," the creature growled. The skull inside the shell moved as it talked, and its voice was rough, like a common street thug's. It raised its right arm, and Iron Man saw that the limb didn't end in a hand, as the left did. Instead, it became a sort of club, with the top end sprinkled with small holes, like the top of a saltshaker. These holes were now pointed at Iron Man.

The armored Avenger activated his bootjets and leapt into the sky as another comet of flame burst from these openings and punched a hole through the air where he'd just been.

"No fair moving, ya tin-plated ass!" the creature cried, bringing its arm up to fire again. Before it could draw a bead, a double blast of repulsor rays slammed it down and backwards. It stumbled back a few paces, then fell onto its rear on the rooftop.

"Who are you?" Iron Man said, circling at a cautious distance as the flaming thing clambered back to its feet.

"Name's Holocaust," it replied. "But you can call me the Peeping Tom Police. Ain't nice to go listening at windows, Shellhead."

He fired another burst of flame, which Iron Man dodged easily. The thing - this 'Holocaust' - didn't seem to be able to fly, so he was safe for the moment. "You're with the Apocalypse Dawn, I take it?" Iron Man asked. "You're a mutant too."

"I'm what you'd call an... 'altered' mutant. I wasn't born like this, if that's what you mean." He fired another shot, but mostly just for punctuation. They were playing the hero/villain game now - swapping stories and shouting plans while taking ineffective potshots at each other.

"You can't fly," Iron Man observed. "What's to keep me from flying off right now?"

"Nothin," Holocaust agreed, "Except - " He fired another burst. Iron Man dodged it as easily as he had the last, but now Holocaust was strafing the sky with flame. He had to move a little faster to stay out of the way. He swooped around in a low arc, and realized his mistake a moment to late too rectify it.

Holocaust had been pushing him into a low orbit by the building's north edge. Now he leapt - moving quicker than Iron Man expected - and tackled the Avenger in mid-air. Both of them went sailing over the side of the building together.

"Street pizza delivery, coming right up!" the skull cackled in Iron Man's face. He struggled with the villain, but Holocaust was keeping his arms pinned to his side.

"Idiot," Tony growled inside the mask, and activated his uni-beam. The hexagonal window on his chest flashed to life and sent a blade of energy slicing up into Holocaust's torso. The mutant cried out in surprise and lost his grip, hurtling up and away from the Avenger. Iron Man fired his bootjets and took to the sky.

"You think this stops me?" Holocaust shrieked. He aimed his arm at the street and fired a bolt of magma downward. Iron Man couldn't move fast enough to intercept it as the flame erupted on the street, sending civilians and a parked television van flying across the pavement.

Holocaust landed a moment later with a resounding SPLAT. The impact drove him knee-deep into the melted tar and pavement, but he didn't seem particularly bothered by this. Instead, he waded quickly out of the melted area until he was again standing on solid ground. He spun around, searching for his opponent, but Iron Man was nowhere to be seen. Except for the humans screaming and fleeing down the sidewalk and away from their cars, he was alone on the street.

"Iron Man!" Holocaust screamed. "Show yourself, Avenger! Show yourself right now, or I start wasting bystanders!" He raised an arm and fired a bolt into a shop window. The glass exploded and the sound of a woman screaming in pain filtered out onto the street.

"I'm right here," the synthesized voice said behind him. Holocaust turned and caught another repulsor ray in the torso. He shrugged it off, looking around until he found his opponent.

Iron Man was perched atop the overturned news van, holding the van's antenna dish in one hand. A complex system of wires were running from the base of the antenna to the pod at Iron Man's left hip.

"What are you gonna do?" Holocaust scoffed. "Play some boy band music? I'm immune to that kind of torture! Go ahead, bring on the Backstreet Boys! I ain't afraid of N'Sync!"

"That shell of yours is pretty tough, Holocaust," Iron Man said calmly, making some final adjustments to the connection at his hip pod. "How well can it stand up to subsonics?"

"What?"

A crack suddenly appeared in Holocaust's 'skin', up by the head. The empty eye sockets of the skull seemed to go wide in horror as flame began to slowly leak out.

"Subsonics," Iron Man repeated. "You can't hear them, but they'll shake solids apart right down at the cellular level."

"You can't do this!" Holocaust screeched. "If my shell ruptures, my flame will kill everyone on this block."

"It's either that, or let you kill them at your leisure. At least this way you'll be out of the game. You're not dealing with Captain America here, Holocaust. I can make the tough decisions when I have to."

"You fool! I - "

Another crack appeared down the length of his arm. Holocaust brought the other arm over to try to cover the wound, but it was too big. Flame was licking out of the fault.

There was sudden, quick movement to Iron Man's left. He turned and looked down just in time to see a painfully-thin man with long, wild blond hair go flashing by him. A hand came out, tipped with razor sharp claws, and when the man had passed, the wires connecting the armor to the antenna were severed. The antenna was dead in his hands.

"Ah hell," he said, tossing the antenna away. The man with the claws had disappeared. Who knew what other help Holocaust had brought along... best to put him out of the game while he was still shaken.

"Yes, my Pale Riders!" Holocaust was crying. "Yes! Take him now! Before he can escape!"

"He's mine," a voice said from above, and Iron Man looked up into the face of a young man wearing a blue bodysuit, hovering in the air above the battle. There was a white streak in his hair, and his left eye flashed silver with power. Iron Man knew the handsome youth... the X-Man, he called himself. But he was supposed to be one of the good guys...

But Tony Stark had no more time to ponder this dichotomy, as a bolt of X-Man's psionic might ripped through his mind. There were safeguards built both into the armor and into Tony himself to prevent his mind from ever being controlled. X-Man smashed through them like they weren't there, and laid the Avenger low with - quite literally - nothing but a thought.

The last thing he saw before the world went black - and before waking up in Pestilence's laboratory - was a wounded Holocaust stalking across the flaming pavement towards him.

Now. The hidden laboratory of Pestilence.

"I suppose you'd like to know what happened to the Pollards...?"

Iron Man looked up at the sound of the voice. Through the drying blood that clouded his vision, Tony saw that Pestilence's face had appeared at a window on the other side of the room - a window that had been covered by a panel of gray steel before. Tony hadn't even heard the panel sliding back.

"Who?"

"The Pollards," Pestilence repeated, his voice sounding tinny through the speakers. "The family Katan abducted for use in our experiments."

Tony frowned, knowing the answer already. But if it bought him a few more moments, it was worth letting the mutant bait him. "What did you do to them?"

"Pumped blood tainted with my synthetic Legacy Virus into their veins. It killed all of them quite handily - with incredible speed and an extraordinary amount of pain, as far as I could tell."

"So you've got your virus," Tony stated flatly.

"Not quite. That strain will infect a human easily if introduced directly into the subject's bloodstream, but it's not at all communicable. The Virus does us no good if we have to inject it into every human on earth.

"For this reason, I've decided to push ahead on my research of an airborne version of the little devil." The gray-furred scientist reached down to press a button on a console Tony couldn't see, and a curved glass panel suddenly slid out of the wall to his right, wrapped completely around him, and imbedded itself in a slot to the left. Iron Man was now completely cut off from the rest of the lab.

"So don't worry about opening your armor up, Mr. Stark. I no longer need to get to your veins." The mutant reached down to press another button.

"Wait!" Tony cried.

Pestilence paused, his finger still dangling over the console. He grinned wolfishly through the glass. "Come now, Mr. Stark. Wait for what?"

"I've been hanging here for the last 2 hours building a virus of my own. It's already been loaded into your operating system through the ports you've got jacked into my armor. It's benign right now, but if you unplug me or the armor fails to detect positive life signs, it'll crash everything you've got here."

Pestilence scowled. "You're bluffing. Even if I believed you could build a virus on that neural net of yours, there's no way you could slip it down those ports without my detecting it."

"Are you sure of that?" Tony asked, feeling the sweat break out on his forehead. "And do you really think I would need to create that complicated a virus? No computer on the planet can divide by zero yet, for example. Simple logic problems will bring down the most sophisticated systems."

"No," Pestilence insisted. "You're lying."

He pressed the button.

Above Tony, a vent began hissing to life. He held his breath, not sure what good - if any - that would do. He was running out of options. Only one gambit left; hopefully his bluff with the virus - and that was all it had been - had given him the last few seconds he needed to route what little power he had.

"Configuration 000. Engage," he ordered, trying not to inhale after he spoke. The armor groaned about him, then slowly began to split up the middle.

Come on, come on, he thought. His lungs were already hungry for the tainted air in the glass cage. After what seemed like half a lifetime, the armor finished opening up and he fell out of it... smacking up against the glass.

"What are you doing?" Pestilence was shouting, but Tony was no longer paying attention to him. The vent hissed, his chest burned, and the armor continued to open, folding in on itself as it did so.

Finally, the suit's arms and legs were sucked into the body of the armor. It was folding up into its pod configuration, the form it wore when it wasn't wrapped around Stark's body. When the last arm slipped slowly out of the manacle holding it, all 900 pounds of the armor - which wasn't quite in its pod shape yet - fell and struck the floor of the glass cage.

And the glass shattered.

Tony fell to the floor with his armor. The glass sliced into his back, feet, and hands as he hit the ground, and the wounds only got worse as he scrambled across the floor to the suit. Now that it was disengaged from the power dampeners, the transformation process had picked up. He hoped there was enough juice left for one good repulsor blast.

"Armor up. Configuration 001," he said, with the last of the air in his lungs.

The pod paused. Somewhere, far away it seemed, Pestilence was screaming something that may have mattered if Tony's brain wasn't so oxygen-starved. It was no good, he realized. He'd pulled every trick he knew to conserve and direct what little power the dampeners had left him with, but it wasn't enough. The suit would freeze up and he would die here on this cold lab floor, in his underwear.

He collapsed next to the twisted metal shell. Bright spots flashed before his eyes. He had to breathe. Even if it was the diseased air in the lab, he had to breathe. The world started to swim away under a blanket of black. His chest convulsed as his lungs tried to suck air through his stubbornly closed throat.

Then he felt the cool metal crawling over him, the warm, shape-conforming gel of the interior padding.

Hold on, he told himself. It's almost there...

The armor slipped over him, taking an agonizing amount of time to perform a function that normally took it three or four seconds. Weakly, he lifted his head off the floor so the helmet could fit itself into place around his skull. Then, just before he would have lost consciousness, the golden mask snapped shut over his face.

The air handlers began working immediately. He sucked in the air, not caring whether the suit had cycled out the bad stuff yet. Though it tasted faintly of sweat and metal, he'd never enjoyed any breath as much as he did that one.

But he couldn't rest yet.

"You fool!" Pestilence was crying. "The lab isn't sufficiently sealed! The gas will get out!"

Tony ignored him. There was an electric socket visible on one wall of the lab, next to a table with a centrifuge on it. 220 VAC, it looked like. Iron Man got to his knees and began crawling for it.

Normally, the Iron Man armor ran off solar energy, stored in cells in the armor. But the cells could hold other forms of energy too - a useful capability when the wearer had no idea how to get to the sun from wherever he was. Tony ripped the cover off of the outlet - raising his arm was an effort, as the servos were barely helping him anymore - then shoved his gauntlet into the sparking wires that protruded from the walls.

The effect was instantaneous. Power surged through the suit, and Tony allowed himself nearly 30 seconds of recharge before releasing the wires. This brought the armor nowhere near maximum capacity, but it got him mobile and brought his repulsors back on-line.

He stood up and faced the window. Remarkably, Pestilence was still standing there.

"This is for cutting my face," Tony growled, and fired a repulsor through the glass. It shattered, and Pestilence finally turned to flee.

Iron Man ran across the room and leapt through the window. He was in a bare metal hallway, dimly lit. He looked right... nothing. He looked left... and just caught sight of the gray form of Pestilence disappearing around a corner. He fired his bootjets and took off after him.

"And this is for what you did to the Pollards," he continued, circling the corner and blowing the ceiling out above the sprinting villain. The debris missed, and Pestilence continued on. Iron Man charged through the falling rubble and smashed through a door as the Dark Beast tried to shut it in his face. Pestilence tumbled backward from the impact, but recovered and went for a locker on the other side of the otherwise bare room. Iron Man allowed him to reach it - just for the hell of it, just to make him think he had a chance in hell of walking away from this - and was surprised when he saw the creature yank a gas mask from its confines.

"The Virus, you idiot!" Pestilence screamed, pulling the gas mask down over his face. "You've released it into the complex!"

"Break my heart," Tony said simply. He grabbed the mutant by the throat and slammed him against the wall. "Now you can feel what the Pollards felt, you animal."

"It's a mutated strain, fool!" Pestilence's voice was muffled by the mask, but there was a chuckle in it. "More than likely, it can't even affect me. But if it does work on human beings as I theorized... the city of San Antonio is less than a mile downwind, Avenger. You've killed them all."

Behind the mask, Tony's eyes widened. How could he have been so stupid?

"Fire will destroy it," he said. "You must have a self-destruct sequence for this complex - all you supervillains do. How do I activate it?"

"Let me go," Pestilence gasped. "Let me go... and I'll tell you."

"Tell me and I'll let you go," Iron Man growled.

Pestilence looked at the eyes showing through the glass over Iron Man's eyeslits, then nodded weakly. "Floor directly below us... small fusion device... will level the complex without damaging the surrounding area... command code is... 'Prometheus Unbound'."

Iron Man released him and the villain dropped to the floor, clutching at his throat.

"Run," the Avenger commanded.

So that's what Pestilence did.

Now. Outside the laboratory of Pestilence.

There was a deep, resonating WHUMP, and the desert floor seemed to swell slightly, but that was the only indication the laboratory of Pestilence gave as the low-grade Gamma Bomb decimated it. Iron Man stood nearby, letting the armor soak up as much solar energy as possible before he began his trip to New York.

Pestilence hadn't been lying about the auto-destruct sequence, and he supposed he - Iron Man - was very lucky in that regard. The villain could easily have prevaricated, then scampered off before Iron Man could realize it.

Of course, the fact that he'd told the truth didn't make Tony feel any better about the mutant knowing his true identity. That would surely come back to haunt him someday.

But he couldn't afford to worry about that now. The Avengers had to be warned. Whatever was going on, it was big. Everybody would have to be brought in - the Fantastic Four, the Defenders, the X-Men... everybody.

He coughed suddenly, a rough, wet sound that exploded from deep in his chest.

"Oh my God," he whispered.

The armor said he was fine. Every scan the onboard could run on his physiology - and there were plenty - said he was in perfect health.

But that cough...

A moment later, Iron Man was hurtling through the Texas sky, already opening a communication with Avengers mansion in New York.

To Be Continued in Apocalypse: Ageless Fury #7

Next Issue: Iron Man travels to Europe and runs smack-dab into the Enchantress and a threat straight out of ancient Norse Myth. Be here for Part 1 of "Black Mist".

But before that, go read Apocalypse: Ageless Fury on the X-Men branch for the massive throwdown between Apocalypse and the heroes of the M2K Universe.

IRON FILINGS

This one was extra-long, and for that I apologize. I had a lot to squeeze into my one A:AF crossover issue, and hopefully it was worth your time.

Is Iron Man really sick? You'll have to check out the conclusion to the Apocalypse series for the answer to that. Next issue, we'll be leaving all that mutant lunacy behind... and replacing it with some lunacy straight out of Thor, instead. :-)

As always, I hope you stick with me...