In The world of Marvel with the power of Ben10

I woke up later in a van. I looked around groggily.

"Hey," Natasha said to my right. I looked over at her. She smiled shakily at me. "Good to see you're awake."

My jaw hurt like hell. I tried to lift my hands, but they felt really heavy for some reason. Natasha shook her head. "Don't move. Rollins gave you a hell of a hit."

"Is that who that was," I slurred. I looked across from us. Sam and Steve sat on the right side of the van. Sam was looking at Steve, who was staring at the floor. There were also two helmeted guards with hands on their weapons, one female, the other male, both clearly HYDRA. Through my throbbing headache, as the van bounced around, I tried to remember what happened. Steve looked up at me.

"Did X have anything about Bucky being the Winter Soldier?" Steve asked softly. Everyone, even one of the guards, looked at me.

My headache intensified, but I thought of a response. "We never thought to check," I answered. For a moment, I felt relief I'd hidden X in Sam's garage. Nobody but an Omnitrix user could unlock him, but better safe than sorry. "The Winter Soldier?" I asked slowly.

I already knew, but I felt Steve wanted to talk. We might all be dead soon anyway. I held back my fear at the thought.

Steve looked down at the floor again. "Yeah... And he didn't even know who I was.

"How's he even alive?" Natasha asked. "Was he frozen, like you?"

"Zola," Steve said, still looking down. "Bucky's whole unit was captured in '43, Zola experimented on him. Whatever he did must have helped Bucky survive the fall. They must have found him and..."

"You couldn't have known," I said softly. "You would have done everything you could."

"He's right," Sam added.

Steve was quiet for a moment. When he spoke again, it was almost in a whisper. "Even when I had nothing, I had Bucky."

We were quiet. Then Sam looked at Natasha. He turned to the guards. "We need to get a doctor here."

My head still throbbing, I looked over at Natasha. Her shoulder was bleeding profusely. I wanted to reach over, only to feel my hands held down by weight. I looked down and blinked.

They'd surrounded my hands in a steel casing, leaving them crossed. Steve had similar bonds on his hands. It must have been at least thirty pounds of metal, covering my hands in cold metal from mid-forearm to wrist. Shit. That meant the Omnitrix was out. I could feel the watch pressing painfully into my wrist, squeezed by the cuffs. Steve and I were also locked at the legs, leaving Natasha and Sam in regular cuffs.

Still, if I forced HYDRA to try to kill me first, maybe we could get the jump on them. Just insult the shit out of them, make sure they try, then...

Sam was still speaking. "He's got a concussion and she's bleeding out, we need-"

One of the guards pulled out a baton in a lightning fast movement, the end lighting up with electricity. There was a tense moment.

Then she spun it around and jammed it into the chest of the other guard. While we stared in shock and the other guard shuddered in his seat, she lashed out in a kick, sending the guy bouncing off the window, then to the floor. As soon as he was out, she reached up and pulled off her helmet, revealing...

Robin, from How I Met Your Mother?

Cobie Smoulder's face breathed deeply. "Whew! That thing was squeezing my brain."

Sam and I glanced at each other, then at her. She looked back at us, then at Steve and Natasha. "Who're these guys?"

'Robin', as it turned out, was really Maria Hill. An oddly friendly version of Maria Hill, who I remembered as kind of a bitch in the comics.

She used a cool laser device to slice off all our cuffs in seconds. She waited until the car stopped, then sliced out the bottom of the car with the laser. The Strike team had placed our van in the middle, which meant Steve had to be careful to reach down and pull a manhole cover from the ground without anyone seeing. He was smooth, lifting it out of its place and sliding it aside. We dropped down into the sewers from the van with Steve's shield and Sam's wings as carefully as possible so the driver of the van wouldn't notice any jostling in the back. I went Goop again so I could simply float down into the hole. Once we were safe, Maria sliced off my bonds. I turned into Goop again and covered Natasha's wound with adhesive goo to stop her bleeding. That done, we started walking through the sewers. We came out after about thirty minutes of walking, then got into a gray van. Maria drove, leaving the city and heading through a forest until we reached a dam. There, we got out. I turned into Fasttrack for his better than human strength and picked up Natasha.

"What are you doing?" she asked, glaring at me.

"Carrying you," I answered, hefting her up and following Maria.

"I'm not an invalid," Natasha growled.

"You're wounded, you need help, you get help," I replied back.

"Put me down," she grumbled. Despite her protests, she didn't fight me, a testament to how much blood she'd lost. I carried her carefully. The five of us entered the dam and started walking through the halls. The place was wet, as expected with green moss on the walls, and everything colored brown and illuminated with fluorescent lights. As we walked, a guy in a suit, wearing glasses, with thinning gray hair came towards us, running. Maria apparently knew him, because she yelled out as he came closer.

"GSW," Maria said. The acronym for 'gunshot wound'. "She's lost a lot."

"Maybe a pint," Sam added. "But Mahmoud sealed the wound."

"Let me take her!" The man, a doctor apparently, said as I walked up carrying her. He gave me a startled look when he saw my Fasttrack form, but focused on Natasha again, who was still giving me a petulant look.

"She'll want to see him first," Maria replied.

We shared a confused look that Maria ignored.

Going into a large room with pillars and machinery strewn about, we went down some stairs. There was a section of the room blocked off by plastic hanging on hooks set up like makeshift walls. Maria pulled back the plastic, and stepped aside to let us look inside.

Samuel 'Bad MuthaFucka' Jackson stared at us for a moment before speaking. "What the hell is that carrying you, Natasha?"

"A stubborn idiot," was all she could reply. I think she was too shocked to say anything else.

I turned back into Goop to remove the makeshift bandage I'd made for Natasha. It hadn't completely stopped the bleeding, but it had helped, and the doctor operated on her as we listened to Nick Fury, who was Samuel L. Jackson, not a very white guy from the comics. He still had an eye missing though, and a badass eyepatch. I wondered, once more, if I was in a version of the Ultimate Universe, and gave Natasha a glance as the doctor checked her shoulder.

Black Widow had been evil in the comics, working with terrorists. But I'd checked with X in private. Not only was Black Widow not in SHIELD, she'd been specifically tagged as being a very bad idea to try and recruit. I could trust her, as much as I could trust a spy.

In the meantime, Fury (No way was I calling him 'Nick') ran down the laundry list of his wounds.

"Lacerated spinal column, cracked sternum, shattered collarbone, perforated liver, one hell of a headache." Holy...

"Don't forget your collapsed lung," the doctor added helpfully.

"Oh, let's not forget that," Fury said sarcastically. "Otherwise, I'm good."

"What, you're down for a pick up basketball game now?" I asked, still shocked by the sheer number of injuries. "How about Sam and me vs you and Steve?"

"We'll be skins," Fury replied easily, smirking.

"They cut you open," Natasha said, sounding accusing. "Your heart stopped."

"Tetrodotoxin B," Fury told her. "Slows the pulse to one beat a minute. Banner developed it for stress. Didn't work so great for him, but we found a use for it." Fury mentioning Banner reminded me of something.

"Why all the secrecy?" Steve asked. "Why not tell us?"

Maria answered for Fury. "Any attempt on the director's life had to look successful."

"Can't kill you if you're already dead," Fury said matter-of-factually. Besides... I wasn't sure who to trust."

He looked at me. So did everyone else except Sam. I sighed. "Seriously, I'm not HYDRA. Also, you didn't think you could trust Captain America, really? Or Tony Stark?"

"First, you may not be HYDRA, but you are still suspicious," Fury said simply. "Second, I am trusting Captain America, you see him standing here don't you? As for Tony Stark, he'd go telling the presses about anything, if he didn't follow your lead and destroy a Best Buy first."

"That wasn't on purpose," I growled out. "And I'm telling the truth! I'm not the enemy!"

"How can you prove that?" Fury asked simply. I gaped at him. "You appear in New York with no paperwork, in this or any nation. You have a watch that can turn you into things that can fight any of the Avengers on even ground or better, and admit it's alien, meaning you must have gotten it from off-world. Natasha, has he told you where you got it from?"

"...No," Natasha said.

"Oh?" Fury cocked an eyebrow. "So you have all that power, appeared out of nowhere, and claim we should just... trust you. Explain why."

I growled, stepping forward to explain myself.

"Because I do," a voice stopped me. I looked over at Steve. He was smiling at me. "I trust him," He looked back at Fury. "I've seen what Mahmoud can do. He's got a lot of power. If he wanted too, if he was working for an enemy, he could have killed us at any point. But he's put that power to use to help us. He could have died at the bridge if it wasn't for Sam, but he stayed and fought when it would have been better for him to hide. I trust him."

There was no chance for me to respond when Sam stepped forward as well, patting me on the back. For a moment, I felt myself choke up. I swallowed down the tears like a man, only to have to wipe away some. Jeeze, why was I breaking down? All Captain America had said was that he trusted me."Uh... thanks man."

"Heartwarming, however, we will talk about this later," Fury said simply. "So you trust him. What now?"

"We um," I wiped away my last tear. "We need to call Tony, Rhodes, and Clint. They're all on stand-by."

"You want to bring more people into this?" Fury asked.

"We need numbers," Steve said. "I thought about leaving them out, but they all said it was their fight, and they can give us a hell of a lot of power."

Fury nodded. After a moment, he looked around. "Go ahead and call them. We've got sixteen hours to plan our attack. And someone get me a chair."

Clint, funnily enough, arrived first. I was with Steve and Sam at the door to the dam when he rolled up. Maria had recovered devices I'd been using to hide from radar and satellites on, keeping us from being seen by HYDRA, so it was safe for him to join us. She had also recovered X from where I had hidden it at Sam's house once I explained to Fury just what it was and he all but ordered to her to get it. Clint was riding a red motorcycle, and was wearing a purple jacket and blue jeans. He came up to us, parked the motorcycle, then got off and removed his helmet.

Like Sam, he didn't look like an actor I recognized. He had blonde hair groomed to go into a point, a five 0'clock shadow beard, and eyes that seemed to pierce through you. He was shorter than all three of us, but he came towards us with the same sort of subtle walk that Natasha did.

"Good to see you, Clint," Steve said, smiling. He stepped forward with his hand out.

"You too, Steve," Clint smiled back, taking Steve's hand and shaking it. He looked over at me and Sam. "Gonna introduce me?"

"Uh, yeah!" Steve said. He pointed at Sam. "This is Sam Wilson," he pointed at me. "And Mahmoud Schahed. They're friends of mine."

Clint shook hands with Sam, then turned to me. As he shook my hand, he cocked his head. "You aren't military."

Was it weird that it didn't surprise me he could tell that? "No sir, I'm not."

Clint nodded. "So you're an enhanced?"

I smiled at him, but didn't answer. He shrugged, apparently not caring much, and turned to Steve.

"Tony and Bruce here yet?"

Steve winced. "Well, Tony is still grabbing a suit. And Bruce... you know Bruce."

"He doesn't want anything to do with it, huh?" Clint said with a sad smile.

"Yeah."

"He could have been really useful," I said softly to Sam.

"Or destroyed everything in his path," he replied. When Clint and Steve looked at him, he held up his hands defensively. "I'm just saying. The Hulk is pretty good at breaking things."

Steve didn't seem to have a defense for that. He turned back to Clint. "Come on. I'll show you inside."

"One second," Hawkeye went to his motorcycle and pulled a bag off of it. He came back. "All right."

With that, the four of us went inside.

Tony Stark arrived later on.

I was speaking to Clint at the time, watching as he geared up in the armory hidden in the dam. There were shelves of guns, and boxes of bullets all throughout the room. Clint had taken a station at a table in back to do his work. He was wearing a long coat edged with purple, with a safety glove and forearm protector all modern archers wore. It was kinda cool looking. He was checking over his arrows, putting them away one by one in a quiver on his back.

"Ten aliens, huh?" he asked, looking over at me. I was sitting on the table, sipping at my coffee.

"Yeah. They tend to be damn useful too," I answered.

"Huh," he looked at the Omnitrix. "Think I could try?"

What... My eyes went from the Omnitrix then to Hawkeye. He smiled easily. My surprise at the request must have been obvious.

"You can say no," Clint said. "I'm just curious."

"I mean..." I stared at the watch again.

"Hey," Clint brought my attention back to him. "Cap doesn't share his shield. I don't let people use my bow. Nat has her favorite gun, and Tony has only let one other person have one of his suits." He finished sharpening one of his broadheads. "At least I know you can take off that watch."

"...Only when I want to," I said.

Clint nodded.

Sam walked over then. He was wearing a flight suit similar to the one he'd worn in the photo he'd shown us.

"Where'd you get that?" I asked as he walked past a rack of submachine guns.

Sam stopped to grab a pair of submachine guns before joining Clint and I. "Turns out, they've got a room full of uniforms and suits. You should grab something for yourself."

I though about that, looking down at myself. I'd been wearing the same blue jeans and white shirt with a black stripe ever since I'd left New York. Technically I didn't need to change. The Omnitrix was all the costume I needed. But that thought was stupid. If the Omnitrix timed out mid-battle again, I might not have Sam to save me, and the right suit could at least prevent injury.

"I will," I said at last. "In the meantime..." I got off the table and looked around. "Can you guys help me pick out a knife and gun? Something good for a novice like me to use for when the Omnitrix times out?"

The flying soldier and archer assassin, both career military, looked around for a moment. Sam walked over to the aisle with handguns and picked up one of them. He came back with one of them, the kind I sometimes saw cops carrying when I did my patrols.

"Here. Glock 19." Sam held it for me to see. "Compact size, 15 rounds in the magazine. If you end up in a tight spot, 15 bullets could save you. You ever held a gun before, do you know the safety rules?"

"Don't point the hole at anything you like," I said, looking at the gun in his hands. "I've gone shooting with my brothers. Never anything real though."

Sam nodded. "Well, keep in mind. Guns are made to kill. Don't let movies fool you. There's no such thing as a winging people or shooting them in the foot to let them go. You shoot, you do it to kill. Understand?"

When I nodded, he took a holster and belt off another shelf, and passed it all to me. Clint tapped me on the shoulder when I took the gun in hand. I turned to see him holding a knife in a sheath. He smirked as I took what looked a military knife.

"That... is a knife," Clint said dramatically. "It cuts things. Use it to cut things."

I gave Clint a sour look. "Wow. You've truly changed my life with that explanation."

"Yeah well, no time to actually teach you anything," Clint said briskly, but not unkindly.

"Come on," Sam, the traitor, was chuckling as he led me out of the armory. "Let's get you suited up."

We walked out, me holding my new loot, Sam putting away his guns. Steve and Natasha were coming down to the floor as we walked by. Behind them were two men.

One I recognized as Tony Stark. He looked much the same as the photo's I'd seen of him, a taller and buffer Robert Downey Jr. He had a well-trimmed mustache and beard combo, and his hair was set up in spikes. Unlike in the news, he wasn't wearing a suit. He wore a... a Black Sabbath Tour of 78 shirt?

I stopped, staring at him. I looked at Natasha, who had noticed me staring at his shirt. She nodded, and I gaped for a moment. Jury Rigg wore the same casual clothes as Tony Stark? What the hell?

The man behind him was different in a lot of ways. He wore a tight green shirt, camo pants, and military boots. He was well built, had dark skin and a clean shaven face. He also had Don Cheadle's face. Seriously, I was starting to get used to movie stars sharing faces with superheroes. And it was painting a weird picture about this Marvelverse that I should look into later.

"Sam, Mahmoud!" Steve called as he stepped onto the floor. He waved us over, and we went to join him.

"Guys, this is Tony Stark, and ColonelJames Rhodes," Steve said as we joined the four. "Iron Man and War Machine."

"Introductions, really?" Tony asked, giving Steve a look. "What is this, preschool?"

I looked between Tony and Rhodey for a moment. Like everyone, I have my favorite superheroes. I don't tend to hate any of course, but some are just the ones I prefer.

Wonder Woman was my favorite DC superhero. To me, she represented a lot of who I'd like to be. Honest, good, kind, a dedicated warrior, and a teacher. She was someone I looked up to.

Iron Man, not two feet away, was my favorite Marvel superhero. A man who used his brilliance and human technology to take on magicians, gods, aliens, and reality warpers. A man who represented how far humanity could go on our intellect alone. A jerk, a womanizer, and a (recovering) alcoholic, sure. But he was a good man in the comics. Barring Civil War, where everyone had acted like out-of-character asshats.

"You're my favorite Avenger."

Tony stopped talking, looking at me for some reason. So did Steve, Natasha, and Rhodey. In fact, even Sam did, looking at me with an amused look on his face. It was at that moment that I realized I'd spoken out loud. Huh. Didn't know that could happen in real life.

"Huh," Tony suddenly had a massive grin on his face. He turned to look at Steve. "Hear that? Fanboy has good taste."

Steve sighed.

"I mean, the stars and stripes are nice," Tony continued. "But until you get a sweet suit like mine- Actually, Rhodey, do you still have that monstrosity laying around?"

"You see what you did?" Rhodey said to me. "You got him started. Also," he looked at Tony. "It wasn't a monstrosity, it was patriotic."

Natasha laughed. When Rhodey gave her a sour look, she shrugged.

"Anyways," Steve said pointedly. "This is Sam Wilson and Mahmoud Schahed."

Rhodey stepped forward and shook Sam's hand, then mine. He had a strong grip, and a big smile. "Good to meet you. Despite the circumstances I mean."

"Yeah, SHIELD going evil," Tony said. He looked at Steve. "I warned you, Cap. No way SHIELD was on the up and up. Granted, I never expected them to be Nazi's, but..."

"We aren't contacting the government about this?" Rhodey asked.

"No," I said. I walked over to a table, where X was resting, Steve joining me, followed by the others. "X, can you tell me, numercially, how many members of the military and government are HYDRA?"

"At least fifteen, some confirmed by Zola, others only his estimations." X said. "Zola theorized there were more in lower positions, based on various reports, but it is unconfirmed."

"Huh," Tony stepped towards X, circling him. He looked up at me. "You made this?"

"One of my aliens did," I answered.

Tony looked back at X, leaning in to look at the x-shaped device. He frowned, staring at it. "What the hell are these compotents made out of?"

"Parts from a computer made back in the 70's" Natasha said. When Tony and Rhodey gave her stunned looks, she smiled. "Really."

"What, that's impossible, how-" Tony stopped, staring at the device, then lifting it up to look it over. "No, if you get... wait how did he... Okay, I see the memory now, he just used, no that's not how it works... oh, no, that could do it."

"Tony?" Rhodey asked as he watched his friend spin the X-device in his hands.

"Hold on, trying to figure out how this thing is breaking the laws of physics," Tony put it on the table, seeming excited. He gave me a look. "Yeah, me and you are going to have a long conversation after this, Fanboy."

I rolled my eyes, though I was still kinda jazzed to see Tony Stark talking science. Then I got back to business. "Actually, you may find this interesting. X, can you show me the file on Senator Stern."

"Of course," X said, his Southern accent giving the words a twang. "Senator Stern," A holographic screen popped up, with an image of Stern next to his profile. Tony raised an eyebrow. "A high level HYDRA agent, he has been credited with obtaining several high level acquisitions for HYDRA, only to fail in procuring the IRON MAN project. His further attempts with the War Machine also failed, though some blueprints were created based on footage of Colenel James "Rhodey" Rhodes."

"What?" Rhodey stepped forward, uncrossing his arms. "HYDRA has armor because of me?"

"Incorrect," X said. "Only copies, made from far less efficient designs. I reckon they used War Machine and Iron Man as inspiration, nothing more."

Tony stared at X. After a moment, he turned away from him, stepping away a few feet. I shared a look with Steve. He looked at Tony. Hesitated. Then he finally spoke.

"Tony, there's something else."

"What, more than HYDRA trying to steal my stuff?" Tony said sarcastically. He turned to look at us again, eyes hard, smile tight.

"Sam, Mahmoud, let's go somewhere else," Natasha said. She walked over and took the two of us by the elbows, pulling us away.

"Wait, what?" Tony looked at us as we walked past, then at Steve. "What, is Pepper HYDRA? Granted, she'd look hot in a leather outfit..."

"Tony," Rhodey said, apparently realizing something was wrong.

As we walked away, I heard Steve begin to speak. "Back during the war, HYDRA kidnapped Bucky Barnes, my best friend, and turned him into-"

Then we were too far away to hear anything. Sam looked at Natasha and me. I think both of us had a complicated look on our face.

"What happened?"

"...Bucky killed Tony's mom and dad while he was brainwashed," I said. "We asked X more about Bucky once Maria brought him back, and you were busy."

"Oh," Sam blinked. "That's... jeeze, that's gonna be tough. And this is the best time to tell him?"

"I coached Steve a bit," Natasha said, letting go of our elbows and following us. "Steve wants to be honest, but he doesn't want Tony to hate Bucky for something he couldn't control," Natasha looked back. I did the same.

Tony had fallen to the floor, his head in his hands, Rhodey and Steve down next to him. The table X had been rested on was snapped in half, X resting on the floor and still projecting an image of Howard and Maria Stark.

Thankfully Jury Rigg made X to be durable so that little damage wasn't going to harm it's data and he could fix it after they were done.

I turned away, sorrow in my heart. My first time meeting my favorite Marvel hero, and it's to bring up his deepest pain. Yay me.

A little bit later, we were standing in a room full of clothes. Everything from military uniforms, tuxedos, dresses, Hawaiian shirts, and even some cowboy boots and hats. Whatever a secret agent would need. In this case, were were in the more military focused section.

"It's a mistake to go for the heaviest bulletproof armor in our business," Natasha said, rifling through the clothes. "Mobility is what humans like you and I need. Protection from guns is still important, but compared to just outmanuevering guys as powerful as Winter Soldier and Creel, we need to be able to move too.

She pulled out a pair of black pants with a belt. The pants were thick, and had pockets everywhere. She handed them to me. Then she handed me a pair of underwear, grinning at the embarrassed blush I gave her at the sight of the white jockeys. Sam coughed in a vain attempt to hide his own laughter.

"Now, you need some armor, but it needs to let you move," she went over to where some plates, knee and elbow pads, and boots were. The armor ranged from almost uselessly small, to big enough for Rath. "Shoulder, chest, knees, shins, elbows," She tossed them on a table, gesturing to a section of the room blocked off by purple cloth. "Get in there, put on what I throw at you."

I went inside, throwing my clothes off. She tossed something over the curtain, and I looked at it before snorting.

Deodorant. Extra strong variety, for 'men of action!'

"You'll thank me!" Natasha said through the curtain.

"She's not wrong!" Sam said.

"The less glamorous side of hero work," I said with a chuckle.

I put on the pants and underwear. Natasha threw me a shirt, vest, and jacket. The jacket was kinda cool, all black and sleek looking. The vest was a dark green. I put them all on, then walked out. Natasha looked me over, then nodded, handing me the chestplate next. Sam helped me put it on. The chest plate was big enough to cover my pectorals, heart, lungs, and abdomen, but let me move rather easily. A pair of shoulder plates, knee and elbow pads, and shin plates, the handgun and knife with a pair of solid boots, and the ensemble was completed.

With that done, I looked down at myself, then at Natasha and Sam.

"Looks good," Sam said.

"Yeah, I'm good at this," Natasha said with a smirk. "Too bad the others won't let me help. Clint's the only one who let me dress him."

"I like it," I put on a pair of fingerless gloves, then looked at my chest. "Just needs one more thing."

With all of us gathered, we met in the center of the main floor. The plastic walls and surgery equipment had been replaced with tables and chairs. The foldaway tables were arranged in a haphazard circle, and the chairs were set up for all of us. I took a spot high up to watch everyone enter. Tony was speaking with Steve in hushed tones. He was shaking his head angrily as Steve spoke. After a bit of thought, I walked over to join the pair. Sam and Rhodey were talking in another corner of the room, both Air Force soldiers apparently talking shop. Clint, Natasha, and Maria were all sitting already, a newly repaired X placed in front of them. As I walked past, X flashed a blueprint of the Insight Helicarriers. Maria looked between the blueprint and a folder in her hands, then said something to Clint, who answered while pointing to different sections of the carrier.

When I came up to them, Tony was speaking.

"So, what, he's your friend, so you get the first crack at him?" Tony asked furiously.

"That's not what I'm saying," Steve said desperatly. "I just... I lost him once, Tony. If I have to lose him again..."

Tony stared into Steve's eyes. Steve looked away.

"...he killed my mom," Tony said. "I don't care if it was on purpose or not. I deserve to at least bring him in."

"Then do it together," I said as I came up to them. They looked at me. "Who gives a shit who deserves it, consider what your facing. He is one of the strongest fighters in the world right now. You want to bring him in, it might just take more than one of you to do it. The rest of us will watch for him, let you know when he shows up, and you guys will have a plan to bring him in. X says there is a way to reverse his conditioning. In the meantime, I'll try to find out who sent the order."

"Vasily Karpov," Tony said. He looked between us. "X told me. I'm having Jarvis track him down." He smiled, a tight, enraged quirk of the lips. His left hand tightened into a fist. "After this is over, I'm going to find him myself."

"Tony..." Steve began to say. Then he closed his mouth, looking at Tony.

"I need to do this," Tony said softly.

"...I'll help you," Steve finally said. "And so will the rest of us."

"Okay, people!" Fury's voice got all of our attention. He walked into the room wearing a cast on his left arm, and looked around at us. "Let's begin."

"You know," Tony said to Fury. "I knew hearing you'd died was too good to be true. Leave it to the director of SHIELD to pull the biggest spy cliché ever," Tony said. Obviously falling back on humor to mask his personal feelings at the moment.

Fury eyed Tony. "Good to see you too. Now if you're here to help, sit down."

Tony, Steve, and I looked at each other, then went over to the tables. Clockwise, with Fury at the center, Sam, Rhodey, me, Steve, Tony, Maria, Clint, and Natasha all sat, X placed in front of Fury.

"Now, originally, the plan I had in place was a bit desperate," Fury admitted. He looked around. "But now, thanks to Rogers, I have five assets to bring into play. With you, I think we can stop HYDRA and maybe we can salvage what's left-"

"We aren't salvaging anything," Steve interrupted. "We're not just taking down HYDRA, Nick, we're taking down SHIELD."

As all of us stared at Steve, Fury responded. "SHIELD had nothing to do with this!" He sounded insulted.

"You gave me this mission, this is how it ends," Steve said firmly. "SHIELD's been compromised, you said it yourself. HYDRA grew right under your nose and nobody noticed."

I winced. He was right, in a sense. Still... I was beginning to feel like this was too much.

Fury agreed. "Why do you think we're meeting in this cave? I noticed."

"Yeah, not before my parents were killed," Tony interrupted. "Oh, by his brainwashed buddy, by the way."

Fury looked between Tony and Steve. "Look... I didn't know about Barnes."

"Even if you had, would you have told me?" Fury was silent.

"Embarrassing, right?" Tony said. "Realizing how ingrained your super spy stuff is."

"SHIELD, HYDRA, it all goes." Steve said.

"He's right," Maria added.

Fury looked around. At Clint, Natasha, Rhodey, Tony, and Sam.

He didn't look at me. I think he thought I was going to go along with Steve and Tony.

I got up. Sam, who was about to say something, stopped.

"Steve, Tony. Everyone. I know I'm the new guy here, but I think I need to give my opinion."

"You don't," Tony said. "So you can sit down-"

"As the only guy here who is arguably superhuman, I need to say this," Tony shut his mouth. I placed my hands on the table and looked around. "You guys want to take down SHIELD. On one level, I agree. It needs to be cleaned out, seriously. But I don't think complete dismantling of it is the right idea."

"Not to mention impossible," Rhodey said. "Way too many people in the military, government, and even the private sector have dealings with SHIELD. HYDRA will hide away again and cause trouble for someone else."

"Doesn't that thing," Clint nodded towards X. "Have all the information on HYDRA?"

"Portions of it," I said. "I can try to make something to give us more, maybe get lots more from main SHIELD systems and hook up to HYDRA. But that's not all." I looked around. "We need SHIELD."

"Super secret organization with shady business practices and a history of Nazi's in it's ranks?" Tony said sarcastically. "I'm good thanks."

"No, but we need people to fight the good fight," I argued. "At the least, we need an organization dealing with the weird stuff in the world."

"The Avengers can do that," Steve said.

"The Avengers are a small group of people," I snapped. "You guys can't be there all the time, and you can't deal with everything. What if someone in Idaho suddenly gets accelerated reflexes? Is Tony Stark going to go and visit them? Teach them how to use their powers, or even help them when people like HYDRA try to kidnap them for experiments?"

"I'd do it," Tony said. "I'd save them, what the hell are you insinuating?"

"That you wouldn't even hear about it," I said simply. "It's not me calling you callous, it's me saying that you're one man, and you can't be everywhere. We need to have a big organized group of people. It's a weird world now," I raised the Omnitrix and showed it to everyone. "This thing was given to me. But if someone else had gotten it, and they started killing people, who would have informed you guys?"

"SHIELD," Natasha said.

I nodded.

"We need to take them down," Steve said. "We'd never know for sure who we could trust otherwise."

"Then we start anew at least," I looked at Tony. "I think we can narrow down the list, figure out every aspect of their plans. HYDRA may have hidden in SHIELD, but that still leaves a trail. If they're in the systems-"

"Then we can find them," Tony said, leaning back and resting his cheek against his hand. "Okay, say that we do. We find HYDRA, stop them all. Then what we, we have SHIELD just keep going?"

"No," we all looked in surprise at Fury. He was staring at the X-device. "We... Jury Rigg it," he looked up at us. "So to speak. We take what is good, what is worth saving, and we build something new."

"Is that possible?" Sam asked. "Just take SHIELD and make something new out of it?"

"It happened in Russia," Natasha said. "The Cheka, GPU, OGPU, NKVD, NKGB, all the way to the KGB and now the Federal Security Service."

"Yes, because when I want a spy agency, I decide to copy the Russians," Tony pointed out, looking around. "How about it, Fanboy, you want to start torturing people for information, maybe start some wars in Asian nations for a pissing contest with another country?"

"I want to make SHIELD what it was supposed to be," I said firmly. I crossed my arms. "SHIELD is supposed to be the bridge between what people consider normal, and all the weirdness out there. I say we take it to where it's supposed to be. Protect people from the madness on every level, but also protect people who end up getting powers. People like Bruce Banner, who get their powers out of nowhere. People like me, who end up with alien technology attached to them, and have no place to go. We can protect the world from those threats. But we need to work with SHIELD, and all that is good in it, to do it."

"...I'm not so sure about that," Steve said softly.

"He's right," Natasha said. Everyone looked at her.

"Well, of course, you'd say that," Tony said.

"No, I think he's right too," Rhodey said.

"Et tu, Brutus?" Tony held a dramatic hand to his heart.

"An organization to help the Avengers protect people, even when we can't be there, to tell us if something needs our attention? It's a good idea," Natasha said.

"And we can't let all those resources go to HYDRA," Rhodey added. "The second we reveal the truth, HYDRA operatives are going to try and take every bit of money, tech, and personal they can. If we can at least put it to good use, to make a group to save people-"

"Then we do the work SHIELD was made for," Steve rose up. He looked at all of us. Then stopped on Fury. "If we do this, no more secrets. No more lies. Not between us at least. Everyone here, we keep each other in check, and we make sure everyone is safe."

"You sure you want everyone here in your secret circle?" Fury looked at me.

"Oh come on!" I snarled. "I'm the one agreeing with you asshole!"

"See what I'm talking about?" Tony pointed out.

"Yeah, what the hell man?" Sam added.

"Just saying," Fury replied.

"All of us," Steve looked around. "Mahmoud's... well, he's right. We need people there, to help us, to be there when... When we can't," Steve sighed. "I don't trust SHIELD as it is. But if we can join together, tear it apart and make it something new, something good and strong, something the original founders made it to be. Then I think this is worth doing. You all agree?"

"I'm still on the fence," Tony looked at me. "You really want this, Fanboy?"

"The next person to make an Iron Man suit may not be so nice," I told him. "The next Asgardian weapon, alien invasion, or attack of My Little Pony's needs people there to confront it. We need to do this. And we need to do it right."

"What's all this 'we' business?" Tony said. He sighed. "Well, I always wanted my own spy group... Sure. Let's be spies."

"You gonna name this organization, or just call it SHIELD again?" Sam asked me.

I looked around. "Uh..."

"Arrow," Clint smiled at the looks he got. "What? I think it's perfect."

"StarkInfiltration," Tony suggested.

"You are terrible at names," Rhodey told him. "Why not just call it SHIELD again?"

"Too much history," Fury said. "But let's table that discussion. On to the plan. X, bring up the Insight files. Maria, show us the floor plan for the hangers."

A holographic screen popped up. Maria tapped on a laptop, turning it around for us to see.

"Now," Fury said. "Taking into account our new plans, and the assets we have available, I believe we should start by..."

Author's Note: Man. Ten pages. TEN PAGES. Yeah, took a while to write this, and it ended up having almost no transformation and no action. But I think it's all important. A whooooole lot of deviations from canon here. And I'm worried about a lot of it. But I did my best, and I had fun.

Hope you guys like it. Please tell me what your hopes are for the new Battle of the Triskelion. Also, if anyone starts throwing out names, you are required to come up with Backronyms along with them.

Oh, and Dial's costume. I based it on Widow's from Infinity War. I liked the green she had, and I plan to have Dial spray paint an Omnitrix symbol on the left pectoral. So, hopefully it works.

Anyways, good night, I'm gonna work on the next chapter.