Baron Zemo flies cautiously behind the translucent Grey Phantom he had recently escaped from. Coming into view is the large, flat mesa just outside the town. The Phantom flies low, entering the mountain through sideways-opening cargo bay doors where a heavily-trafficked dirt road terminates. Zemo only catches a glimpse of a huge, sprawling complex inside before the small opening for the Phantom closes behind it.

Zemo reconnoiters briefly, and by the time he rounds the large mesa, he sees more vehicles entering the mesa's entrance-- the personnel carriers and smaller vehicles used by the soldiers at the recent Main Street attack. Staying out-of-sight, Zemo stays within the cover of the scattered chaparral of the desert. As teh last of the vehicles make their way through the bay doors, Zemo notices others keeping to the shadows as well -- "Greetings, fellow heroes, you have escaped to track our enemies as well" Zemo remarks as he sidles up to his teammates.

Venom, Wonder Boy, and the Black Knight turn to "shush" their armored compatriot, and Zemo notices a strong odor emanating from the Black Knight.

"Oh, blimey, the kraut survived! Hey, Adolf, wanna stop flying around up there where everybody can see ya and get down here so we can work on a plan?" complains the Black Knight.

"Knight, is the stench you are emanating fouling up your senses? I'm standing right next to you. Maybe we should leave you outside" Zemo returned disdainfully.

"I'm sure you recognize the smell of crap since it comes from your mouth so much, jerry!" fumes the Black Knight.

Zemo turns away from the Knight and looks at Venom and Wonder Boy. "I'm glad to see that the two of you are safe. I wish you had stayed behind us, Moon Knight could have used your help. By the way, we must get inside to save Moon Knight."

"By the way, tell us something we don't already know! And they've got Hellcat and Thor, too, if you hadn't noticed with all your focussing on your boy toy poofta Moon Knight, you bratwurst hound! They might even have Rick Jones and that Firefly character too!" continues the Black Knight.

"Your stench is a full frontal assault and it is obviously affecting your thinking. We have two youngsters with us and two grown men in armor. How are we going to sneak in? Can you take off your armor? Oh that's right. You can't. Fool." rejoined Zemo.

"What about you, Adolf? Can you take off yours? Oh, wait, you'd be less than useless if you did, but hey, you're already useless so I say we don't lose much in the bargain!" attacked BK.

Looking up at the remainder of the Avengers, Wonder Boy asks "Well ... what now?"

Venom just shakes her head at the banter between the two armored characters next to her. Why is it that the most mature people assembled right here don't even have a license to drive? "Don't get involved," Venom assures herself. "Don't even try."

Zemo seems to ignore the Black Knight's rants "Girl, can you use your abilities to see inside this base? It may help us sneak in. Little boy, what can you do? Why were you the only one who wasn't affected by the phantoms?"

Several soldier-type guard the inside of the doors, waving the vehicles inside. Deeper inside, there seem to be many such soldiers working on scaffolding, etc. within the sprawling complex. Very soon, the last of the personnel carriers drive through the bay doors.

Venom speaks uncomforably: "Uh, no. I've been trying, but I . . . I can't add any pertinent information through my "spider sense." But that is definately the source of... whatever trouble is happening." She's not sure if that's teh best way to phrase it, but the fact is, she's still unconnected to the world-wide consciousness that has been a second sight for her so long--- it's almost like walking into a pitch-black room after being in the noonday sun. She can't let on that her power has basically disappeared, can she? Whatever the case, the "blind spot" she's in seems centered at the alien complex within the hallowed mountain -- she can barely sense the blind spot's edges miles away.

Wonder Boy speaks up while Venom muses -- "Uh, I can do lots of things. It's complicated. Basically, I'm *WONDER BOY!* " He strikes his most dramatic pose that circumstances allow, but slowly drops back down as everyone remains obviously unimpressed. "I might be able to track our friends once we're inside... if that helps. I don't know why I'm not affected... everyone in this town's been acting like zombies lately, even my parents. Maybe because I'm super-powered I'm not affected. Anyway, I decided to check it out tonight, but, uh, ran into you guys instead..." Wonder Boy rubs the side of his head, which is still a nasty wound from Black Knight's sword. He's trying to put his best face forward. These guys aren't super villains, he thinks, but he's not sure how close he wants to stick to this Knight fellow.

"The kid is very good at hiding and venom is very good at sneaking. As much as I hate the idea the kraut can impersonate a guard and take me in. These two can sneak after us. But one of you will have to carry my sword for me. let's get moving before the door closes, a'right?" plans the Black Knight.

Venom shakes her head as the two armored heroes Baron Zemo and Black Knight continue thier tirade. She talks to Wonder Boy, but with one eye toward the two adults, her voice intentionally a bit louder, "And to think we're facing an alien invasion, and all these two can do is bicker back and forth. Madre De Dios! Let's go!"

Without another word, Venom and Wonder Boy duck outside the scant cover of the desert and make their way toward the bunker entrance. They make thier way to the side of the mesa, unseen, and crawl along the side toward the closing cargo bay doors. The vehicles have all made their way inside, and a couple of soldiers follow, leaving a couple others outside. The doors are almost all the way closed by now. Wonder Boy blends against the side of the mesa, virtually invisbile to all.

MEANWHILE...

It takes several moments, but Hellcat, Thor, and Moon Knight groggily awaken. Slowly, each realizes with growing horror that they have been captured! Each hero is lying on his or her back, encased within a coffin-like tube with a transparent pane allowing each to view the area.

The room they are in is impossibly huge. The bare, metallic walls belie the haste in which the room was constructed-- and most of the area is filled with scaffolding, crates, miscellaneous mechanical equipment, spools of electrical wire, etc. etc. Dozens of men, dressed in the same radiation suit-type costume as the Kree soldiers which attacked them earlier, are scrambling about the area, continuing the construction.

Immediately nearby are several large peices of computerized/transitorized/mechanical equipment. The immediate area is virtually dripping in wires and complex mechanical-covered poles. There are a few Kree technicians working on the various control panels. And standing right before the three heroes-- a man dressed differently than the soldiers and technicians you've seen. It looks familiar, and as the man turns, you realize why! It's. . . Rick Jones!

"You are awake," Rick speaks strangely, his eyes distant but filled with malice. "It is unfortunate that you could not be delayed further, as we knew you would eventually stumble onto our plans. No matter. We will find a way to use you for our own purposes at any rate. So swears... the SUPREME INTELLIGENCE!"

Rick Jones paces before the entrapped heroes. "For you see, this planet will soon join the Kree!! The Kree, who are not simply one race, one planet-- but an entire empire-wide intelligence! Each organic and inorganic being functioning as a part of the whole-- from the lowest ant to the tallest tree-- yes, even the crust and core of the very planet! Humans will no longer need fret over even teh most mundane of daily decisions, as their function and duty will be prescribed to them -- a daily task needed so that the bioshpere of the planet remains a healthy integration of the Supreme Intelligence binding them all! On an analagous scale, you are the electrons whirling about the atom of Earth, but inexhorably important to the greater body of the Supreme Intelligence!"

Rick Jones stands majestic, describing the new destiny of mankind, but suddenly doubles over, clutching his head. "ARRRGGG!"

Panting, he recovers slowly. "This one's individual will is strong, but will eventually be integrated. Indeed, we have found several of your. .. "marvels. . ." as particularly resistent to integration. Our scientists have experimented on several such potential marvels, but have destroyed all these "inhumans." All.... save one!"

Rick motions, and another coffin-like tube is raised from its recess in the floor. Inside-- the unconscious form of the man you knew as Hawkeye! "We were going to destroy this Inhuman as we did the others, but now that our Integration Agenda has been stepped forward, he will be merely the first "Marvel" to join the Supreme Intelligence!"

Rick motions to the technicians about him: "Begin the Integration!"

Shocked at seeing Rick Jones so obviously controlled by the evil aliens Thor summons up whatever reserve he has left after being so brutally beaten by the Kree. Neck veins buldging, he strains with all his might, he must get off of this tube and free Rick and the others. He must! "Gaaaaaaaaaarrrrrrrrrrrr" Thor growls as his bruised muscles tense. He tells himself he can have a drink if he can only break free... a long wet drink!

KER-AAAAAASH! In an explosion of metal and glass, Thor breaks free out of the tube, and Rick Jones twirls on his heels. "Impossible! This one is too dangerous to integrate. Kill him!" Rick shouts to the technicians and construction workers, and they turn their attention to Thor. Rick falls to the floor, clutching his head, as the psyche of Rick Jones tries to expell this invader, but the Supreme Intelligence retains his integration of Rick. Barely, and Rick's face belies the tenuous hold the alien intelligence is maintaining.

Hellcat, too, tries to break her way out of the tube in which she's confined. As much as she doesn't know about Hawkeye, she knows he'd better off working on the side of the Avengers than integrated as a Kree. Unfortunately, her weapon and runestones are lying on an observation table among the technicians other labratory equipment, and the tube doesn't give way to her fists. She yells out at Thor, but apparently no sound can get through the tube. Was the Intelligence using some sort of telepathy?

Grabbing a large piece of computerized/transitorized/mechanical (Kirbyesque!) equipment, Thor uses it first to block the laser fire of the Kree combatants and then smashes it down hard against the tube containing Hellcat! "Rick!" he yells, "Fight it! You must resist this demon magic! Fight boy, fight!"

With a SMAAAASH and a spattering of sparks, Hellcat's tube is shattered! The heroine leaps out, with a quick "thanks!", and attempts to keep low, crossing the makeshift laboratory to reach her weapon and runestones lying on an observation table nearby

Unfortunately, she is blocked by two Kree techmen, with their faceless beehive-like helmets. One is weilding a large wrench-like tool, the other, a sparking solder/welding-type handgun.

Moon Knight also attempts to break out of the tube he's in, and with one swift punch, his fist breaks free! MK moves quickly-- he can sense the dawn approaching, and knows his effectiveness with likewise wane.

In split seconds, he is on Rick Jones, sending a flying jab....

Jones takes the punch, which almost sends him reeling. Nevertheless, he simply stands there-- dark flashes passing over his eyes. Miscellaneous construction workers and techmen continue to close in on the scene, and the green mist slowly continues to fill Hawkeye's tube as he lies passive.

MEANWHILE...

Outside the seemingly innocent mesa, the rest of the Avengers continue, somewhat, to formulate a plan that would get them inside the closing bay doors that lead into the sprawling technological complex inside! Wonder Boy has managed to sneak up to the very edge of the mountain, blending virtually invisible against it, as even his teammates lose sight of him. Venom continues to sneak toward the remaining guard on the outside. The bay doors are nearly closed now!

Suddenly, the Black Knight curses under his breath.

Baron Zemo notices the sudden change in Black KNight's demeanor. After a seconds pause, he whispers loudly, "What! What is it, Knight! Out with it, man!"

The Black KNight suddenly and silently realizes why the townsfolk have acted so weirdly mechanical-- why the soldiers on Main Street acted as one! They are all possessed by some insidious alien presense, which must be capable of some sort of mass telepathic communication! And now, the girl and boy are running straight for such a possessed soldier! He must warn them....

must... save... them....
save... girl....
damsel... distress...
maiden...

The Black Knight shakes his helmeted head, and if his eyes could be seen, they would suddenly but subtley begin to change! "Aye!" The Black Knight stands and shouts, bolting from his cover with sword drawn and bearing down on the soldier outside the bay doors! "Fear thee not, fair maiden! Thy rescue is at hand! For truly a villain doth stand before ye! Stand aside, and I shall vanquish the evil most foul! Verily, a Knight of the Realm cannot stay his hand while such a threat to the very peace of the Realm is nigh!"

Venom pauses in mid-tiptoe.... "Oh.... crap."

The Black Knight runs up to the guard outside the cargo bay doors, his sword flashing wildly. "CAMELOT!"

The guard is taken back momentarily, but that split second is all the Knight needs. His sword slices him open like a ripe melon, sending Kree-blue blood on the ground. The Kree crumples, and BK turns to the other guard, the one about to make his way inside... The other guard manages to twirl around, sending a blast of laser fire at the Knight, which BK is able to shrug off.

Zemo's energy blast arcs toward the other guard, catching him on the chest and staggering him. Venom takes only a moment to add a martial arts kick as well, and the Kree soldier falls.

Venom catches her breath as all this happens as she was trying to sneak across the scene. "Okay," she lets her breath out in a whisper, "so subtlety isn't our strong suit." She picks up the discarded weapon of the fallen Kree, and examines it breifly. Should be simple-- you just point and pull the trigger...

As Zemo comes forward to join the group, the cargo bay doors close with a resounding THOOOMMMMMM! Everyone is silent for a brief moment that seemingly stretches into eternity. Suddenly, the doors begin to creak open again. Wonder Boy peeks his head out, grinning wide, his hand holding onto a mobile control panel, pressing a button, and the crumpled body of a Kree soldier lies nearby. "C'mon in! I've been expecting you," he quips.

MEANWHILE...

Laser fire begins to crisscross about the scene, as the techs take aim! Hellcat manages to dodge as she crosses the scene, but Thor is riddled with crossfire, even as he manages to shrug off the effects, as does Moon Knight with the scant blasts that hit him.

Rick Jones shakes his head... "Thanks, MK," he groggily recovers, "I think I needed that. Sorry about that whole villainous rant thing..."

"Quite all right. You should see me if I don't get my coffee in the morning" quips Moon Knight, dodging Kree laser fire.

Thor heaves his block of machinery at the two goons before Hellcat with a mighty grunt. "Cowards! Attacking an unarmed woman!" The two techs yelp in surprise as the machine crashes down, clipping them and making them scramble out of its way. The machine lands heavily where it's thrown, crushing miscellaneous lab equipment, tables, and other banks of computerized Kirbytech--- including the observation table that held Hellcat's stuff!

Hellcat turns at Thor with an exasperated look. "Watch it, oaf! That better not have crushed my runestones!" She takes her aggression out on one of the techs who confronted her, giving him a magnificent uppercut to his helmet that sends him crumpling to the ground. "I can't get those things at the corner convenience store!" But Thor has turned his attention to Hawkeye in his tube... so Hellcat takes the electric-spark gun from the unconscious technician she had kicked, and turns to his partner.

MEANWHILE...

Baron Zemo rallies the heroes around him, whether they want him to or not. "Come!" He shouts. "Let's bring this battle to the phantoms!" He turnes to face Venom and Wonder Boy. "The Knight and I shall lead the charge through the complex. You two stay behind us for protection."

Zemo looks at the Black Knight. He thinks to himself This moron tried to get us all killed. I won't let him get behind me in case he snaps... and Zemo flies down into the complex only when he sees the Black Knight charge forth.

Baron Zemo, Black Knight, Venom, and Wonder Boy dramatically and violently make their way through the hollowed mountain. Almost every step of the way is met with some resistence, as the oddly-dressed Kree seem ubiquitous! Curiously, no Phantoms are there to attack them, merely the similarly dressed Kree aliens. Black Knight voices his suspicions about the Kree sharing an overall intelligence, showing that the only Kree attacking the group appear to be soldiers, while others blindly go through their highly specialized routine, oblivous to the attacking foursome as they make their way through the hallways.

"There!" shouts Wonder Boy, his strange tracking-sense leading the group to their seperated companions.... After a while, the four finally emerge, a bit tattered and scuffed, deep underground and into the cavernous hall where they find Thor, Hellcat, Moon Knight, and Rick Jones fighting for their lives as ALL the Kree of the scene, technicians and soldiers alike, converge upon their friends..

Thor, mindful of the laserfire, studies the containment tube that holds Hawkeye. There must be a way to release the bird man without exposing himself and his comrades to the strange gas inside. Afterall this is only Kree construction, Thor can tell they are far inferior to the Asgardian craftsmen in skill and knowledge.

OMIGOSH! That's IT! With a few fiddles of a knob here and there, Thor then turns to a giant nearby manual release, cranking the wheel with all of his might! Slowly, the green mist filling Hawkeye's tube stops its billowing. Thor presses another button, and the mist disappates, the cover of the tube slides open... but Hawkeye continues to lie still.

Hellcat continues her one-on-one with the Kree techman blocking her from her runestones.

Moon Knight continues to dodge laser fire while looking for the nearest target -- and then fires off his own light blast, sending a Kree technician screaming and falling off a scoffold. "Rick, you didn't happen to pick up any information useful to our situation from that...uh...possession did you?"

Rick (as he does his quick logistics and tactical assessment): "Umm..."

Rick actually doesn't feel all that different than he did before the possession -- not that it means that he's rid of Kree influence. He still retains a bit of the "Integration" that one pilot tried to use on him. "...Maybe if you can be more specific?" Rick offers uncertainly.

Rick looks around for a nearby weapon, from the downed guards, and has to leave MK's side to snatch one up. Luckily, the Kree don't seem to fire laser blasts at him at all.

Venom represses a shudder. She realizes that she is at ground zero of the "blind spot" for her lack of her spider-senses. But once it passes, she readies the Kree blaster she had captured from battling her way inside, and targets several Kree soldiers.

Rick Jones has similarly taken a weapon from a fallen Kree. "Heh. They still think of me as one of their own. Heh. They are soooo wrong....Moon Knight!" he shouts, concentrating on what he knows about the Kree C&C (command and control) tech - with the hive mind thing/assimilation going on, "this 'Supreme Intelligence' going on, it's more or less a collective mind, but it takes up just as much computer space as it does co-ordinated drones of people and animals! If ALL of this... this... stuff (motioning to the cavern's interior) is it's body..."He thumbs the intensity on the secured weapon to high, producing a steady whine of machinery, "then we've just become it's cancer!" Rick takes aim at the Kree soldiers, starting with the highest rank first.

Not wanting to stray too far from Rick in case he flips out again, Moon Knight does his best to stay close to the other man, with more Light Blasts for any Kree that get too close... and only a wince in reaction to the potshots at him in return.

Black Knight swoops down from his vantage point upon entering the interior, and starts swinging his sword left and right.

"I don't know how these Kree and Phantoms are connected, and right now I don't give a damn! Let's rough up these losers!" exclaims Zemo, blasting the nearest Kree. Zemo keeps one eye on the Black Knight hoping that he doesn't snap again like he did outside. But for the time being, he's glad that they're on the same team.

Hellcat squares off against the wrench-toting technician who is blocking her from searching for her runes and gun. She takes the big spark-gun she is weilding and shoves it into the guy, pulling the trigger. "Dear boy, let's put away the phallic devices, shall we...?" Even as the tech swings his wrench to connect with Hellcat, he crumples into a heap, spasming, and misses! He's smoking... but otherwise lying still. Guess Kree don't account for Kirby machines falling on them and then being electrocuted. Some world-conquerors!

And as the battle continues, the Kree suddenly stop! There are really only a handful of Kreemen left, and they scatter about the interior, reaching for knobs, contols, and computer banks. As one, they speak...

"Foolish humans! So be it! Even with your trivial interference, this complex is sufficient enough to begin Integration of the outlining areas! Already our reach has extended for miles, and soon, it will continue! Even now, the Supreme Intelligence stays, and even now, we also move!"

"Integration! Verily that must be their word for their vile practice of enslaving the minds of the decent Christians down in the village! they must not be allowed to succeed! The Black knight shall stop them!" proclaims the ebon-sword-wielder.

Thor is feeling pretty good about himself for freeing Hawkeye, he turns back to the battle pretty much expecting to see a room full of beaten Kree. A wave of joy washes across his face as he sees his companions enter the room -- Venom! Black Knight! Even Zemo . . .

"Knight!" he yells with joy, "You are not dead!!"

He bounds across the room to give Black Knight one of his patented bear hugs knocking any Kree aside that may be in his way . . .

With a sudder, the ground at the center of the complex begins to open, as a missile silo. But instead of any bomb, a huge sixty-foot tall metallic robot begins to appear! Vaguely human in appearance and build, it nevertheless is monstrous in proportion-- a sixty-foot tall "juggernaut," to be sure!

Thor stops short when he feels the rumbling ground . . . Loki? He thinks. Does he rise from the Earth again??? He shakes the cobwebs from his mind and focusses on the task at hand .

"Behold!" The Kree continue to talk as one, their voices joining to echo off the walls in a tremendous volume, and is soon joined by the robot's own booming electronic monotone: "our Humanoid Uni-powered Lifeform Contstruct! We will travel to our next selected location to begin Integration-- and nothing will stand in our way!"

Already the HULC's head is rising from the floor. High above it, the ceiling of the interior also moves-- as the ceiling prepares to sprial open in similar missile-sile fashion, to create the HULC's entry into the outside world.

"The bigger they are-- he harder they fall!" Thor yells and charges headlong at the monster. Instead of his customary battle cry of rage there is almost a shriek of joy -- of the kind children make on Christmas morning. Later, Thor will feel guilt over the joy he feels as he charges at the behemouth, but that will be later. He leaps onto the "monster's" face, and begins to pound merrily on the creature's massive eye while stradling the "nose," (which is little more than a protruding slab of the metallic panelling covering the HULC.) Soon, dents begin to appear on the surface, and eye appears to give way to the staggering blows.

Rick Jones shouts as he manuevers to cover Hellcat as she searches for her runes. "Hellcat! Can your mystical powers link our force of will? Since I'm still linked to it, perhaps together we can overpower its Will and shut them/him/her/it down?"

Hellcat momentarily looks up from her furious digging through the wreckage. "Umm, no. I mean, I don't think so. I've never tried anything like that. But I know I can't do anything unless I FIND MY GODDAMNED RUNES!" Hellcat resumes her furious digging as Rick Jones reaches into his belt pouch for his Kree Battle Drugs. Hellcat suppresses a cry of surprise as she holds up her pouch of runes!

Is there a twinge of doubt in The Black Knight's heart? If there is he gives no indication. Oh, well, the standard strategy for monster slaying has always been kill the body and the head will die, and it is the heart that runs the body! This HULC looks like a humanoid so he can only hope it's "heart" is in the usual place., although surely not in the "right" place.

Black Knight runs over to where the HULC is rising up out of the floor and prepares himself for when the chest shall rise up into view so that he might strike! "Comrades, finish disposing of these vile Kree while I dispose of this wretched golem! For when it comes down to stopping the terrible products of black magic none can compare to the Black Knight! " And as the top of the HULC's chest begins to crest, BK lets fly a mighty blow! A teeth-gnashing sound of metal against metal echoes across the cavernous area, and BK doesn't know whether to be elated or annoyed-- as mighty as the blow was, it seemed only to but cause a slight gash when compared to the giant's awesome frame.

Moon Knight, Venom, and Wonder Boy efficiently go to work in their own ways, making short work of the scant remaining technicians. With each blow that the Kreemen receive, Rick Jones shrugs off a momentary shudder-- almost as if a fleeting memory of pain passed his mind. Rick looks at the huge HULC rising fromt the floor, and almost thinks that he can see the same reaction passing through its frame-- as the last Kreeman in the area falls. Or could it be simply the recoil from Thor and BK's mighty blows?

The HULC speaks from some unseen source within it: "Fools...! Vermin! You cannot stop the Integration!" It appears that the HULC cannot operate its arms until they are fully exposed as it rises from the floor. Unfortunately, there will be enough room for its entire body once it is fully risen.

Zemo flies up into the air above the creature. "I'll let the Black Knight and Thor attack the robot. Those two can handle the robot's head. I'll see if there's a way to stop that robot from reaching the surface."

With a quick glance, Zemo notices the massive gears operating the silo-ceiling. He takes but a moment to fly over and pull them appart-- as they give way with more ease than one might think. The creature reacts more violently than ever-- it notices Zemo's deed without the mobility of its head. "Cretin! You will pay dearly for your interference! So swears the SUPREME INTELLIGENCE!"