Alternate Iron #300: The Legion of Iron Men

by Matthew Malek

Chapter One: A Look Back At Armor

12:59 AM

James "Rhodey" Rhodes walked into Tony Stark's office on the top floor of the Stark Enterprises tower. He was clad entirely in his War Machine body armor, except for the helmet, which was tucked under his right arm. Rhodey's body tensed noticeably as he entered the room. Atop the office desk was a portable SE television set. For the first time since he had resigned as CEO of Stark Enterprises, Rhodey sat down at that desk. Then, searching for an update on the Ultimo situation, he switched the television on.

"This is Gabe Dickenson, reporting from the KPFA News One helicopter. Though both air and ground units of the National Guard have engaged the towering creature for more than an hour now, nothing seems able to turn it away from a path that leads directly to the city of Futura."

"This is useless," Rhodey thought. "Listening to the headlines won't help. What I need is more detailed information. Maybe I'd better hear what the National Guard has to say."

With that thought, Rhodey picked up the helmet from his War Machine armor, which he had placed on the desk, and tuned the helmet radio to military frequencies. "Let's see if this yields anything more useful."

"Tac 2, this is Tac 10. I'm going in, over."

"Roger, Tac 10. Break a leg."

"I've fired a round of missiles at him and even made direct hits... but it doesn't seem to have done any noticeable damage," the pilot announced with obvious amazement in his voice. Rhodey had once been a marine, and he knew that this pilot was encountering something that they did not train you for in the military. Military training prepared you for fighting human enemies, not alien machine-monsters standing over a hundred feet tall. A gasp interrupted Rhodey's musing and directed his attention back to the helmet receiver.

"This is Tac 10, he's bending over to grab me, but I think I can evade by moving to eye level. Wait! There's some sort of energy coming out of his eyes and..."

The pilot would never finish his sentence, and a loud explosion came across the airwaves instead.

"Tac 2, this is Tac 6. That's our third plane down. And he's getting closer to Futura! I don't think we can stop him, sir!"

"Tac 6, there are twenty thousand men, women, and children in Futura. The evacuation is going on as we speak, but they need time. You come around at the back of his head and I'll go for behind the knees and we'll see if we can topple this creature! Remember, 'the bigger they come, the harder they fall.'"

Rhodey turned off the receiver and lay his helmet back on the desk, convinced the pilots were both as good as dead. Ultimo was built to take more punishment than they could give and he could dish it out as well as he could take it. The television was still on and the news reporter was making her commentary. Rhodey wished he could be out there already, so those pilots wouldn't need to sacrifice themselves. Yet he knew that even he wasn't adequately equipped to stop Ultimo alone.

"Agencies across the state are preparing for what may be a disaster of unimaginable proportions."

"Typical newstrash. Hype the tragedies; it's interesting when people die," thought Jim snidely, as he switched off the television. On the other hand, he knew that nothing short of such a disaster would have brought him back to Stark Enterprises. For months now, Rhodey has been feeling extremely angry at Tony Stark, the man who was once his best friend. Not long ago, Rhodey would have taken a bullet for Stark, and smiled while doing it. There had been no one on Earth that he trusted more, not even his own parents. That changed when Tony's health waned and Stark had put himself into cryogenic suspension. It was one thing for Tony to let the world believe he was dead, but the fact that he couldn't even trust his best friend with the truth was unforgivable. "You just don't pull that with a friend," Rhodey thought angrily. "You don't jerk a friend around like that, letting him grieve and mourn for you! Egotistical, manipulative jerk!!" As Rhodey's brooding became more intense, a sharp stab of pain shot through his head. Not quite a migraine, it was certainly an impressive headache, nonetheless.

"Serves me right, for stewing at a time like this," mumbled Rhodey to himself, "The tension must be getting to me." Rhodey tried to ignore the headache and concentrate. He tried to review what he knew of the current situation, in order to regain his focus. He remembered his harsh reactions when Tony's secretary, Mrs. Arbogast, had called him less than half an hour ago. Yet, she had reminded him that the current problems weren't about him and Stark; they were about the 20,000 people in Futura who were now at risk. Furthermore, they were about the six billion others who were in ultimately in danger as well. There was a reason Ultimo's creators had referred to it as "The Doomsday Machine." Rhodey needed to be clearheaded right now.

Unfortunately, simply ignoring the pain wasn't working. Rhodey presumed it was some sort of tension headache, so he decided to take a few deep breaths and try to clear his thoughts, just for a moment. After a few minutes of this, most of the headache had subsided, and Rhodey actually felt much calmer. Calmer, in fact, than he had been in a long time.

Ignoring what residual pain remained, Rhodey leaned over the desk and pressed the button on the intercom to page Mrs. Arbogast. "Are they here yet?"

"Not yet, no," she replied. Her voice, as usual, was steady and strong, even in the height of crisis.

Of course they hadn't arrived yet. It was the middle of the night. They'd just been called thirty minutes earlier and, unlike him, they didn't have state-of-the-art electronic armor to fly across town in. Not yet, anyway. It was unreasonable to expect them to be there so quickly. That was regrettable, since every moment counted, but it was also unavoidable. In the meanwhile, though, there were more productive things that Rhodey could do than simply sit around this office waiting.

"I'm heading down to storage vault one to check in with Zimmer and his crew, Mrs. A. When they arrive, please send them down to the vaults, okay?"

"Will do." replied Mrs. Arbogast.

Rhodey lifted up his helmet and put it on, completing his change into War Machine. None of the staff at SE knew that James Rhodes and War Machine were the same person. It probably wasn't too difficult to surmise, if one tried to put the pieces of that puzzle together. Keeping such secrets about himself was something he knew how to do, but it didn't come naturally to him. He was far too blunt and straightforward a person for a dual identity to be second nature. Nevertheless, he preferred to keep that secret from most people for a while longer. He knew that he would have to share it with some folks this very night, but only on a "need to know" basis.

War Machine made his way to storage vault one, and found Abe Zimmer, SE's chief computer and electronics whiz, working on the electronic lock. Normally, picking a lock should be an easy matter. However, the locks on these vaults were designed by none other than Tony Stark. Abe was definitely a "whiz", but Tony Stark was a true genius.

"Nice timing!" remarked Abe amiably when he saw War Machine approaching. "We've just finished hacking the lock's circuit a minute ago. Care to have a look inside?" Abe pushed open the large double door of the vault and War Machine entered.

The walls of the storage vault were divided into ten niches. Each niche had a stasis field surrounding it and half of the niches contained a suit of Iron Man armor. The stasis fields caused the light reflecting off the armor to twinkle, resulting in a very impressive visual effect. One of Abe's engineers drew his breath in sharply with surprise. Abe himself whistled.

"So that's what Tony was keeping in here, eh?" said Abe. "This is where Iron Man's spare armors are."

"No, not spares," commented War Machine, as he looked around this little armory. "Apparently this is now where the outdated armors are stored. My mistake. Stark must have rearranged things after he was done being dead." Rhodey noted the lack of aggression in his voice when mentioning Stark, and was more than a little surprised by it. He was still feeling uncharacteristically mellow from his brief meditation upstairs. "The spares suits of Iron Man's current armor used to be kept here. These are antique suits which, while impressive in their day, are not anywhere near the power levels we need now. I'm guessing that the spare armors are in one of the other two vaults. How long would it take you to open storage vaults two and three?"

"Now that we know how Tony designed these computerized locks, it should be a lot quicker to break through them," answered Abe. "Perhaps only five or ten minutes apiece. The first one was tough; the rest should be a lot simpler."

"Okay, then. Go to it, please. Meanwhile, I'll wait here."

As Abe and his crew left, Rhodey stood for a moment, just looking at the different armors. There were five of them stored here, the other niches were empty. First, on the far left, there was a copy of the original gray armor that Tony had built so long ago in Vietnam. Looking at it brought Rhodey back in time, to his years as a Marine and to his first encounter with Tony, as Iron Man, in those distant jungles. Next to the gray suit was a replica of the golden armor, complete with its prominent external antenna. Under his helmet, Rhodey cracked a small smile as he considered the difference in power between the War Machine armor he now wore and these old dinosaurs. It was simply amazing how clunky these old suits now looked.

The third armor was the one that Tony had once referred to as the "proto-classic" design. It was the first armor to be colored red and gold. It was also considerably slimmer than the bulky all-gold model which had preceded it. The mouth slit was still segmented, though, and the faceplate ended in two horns which protruded upwards. Although this armor had been the pinnacle of technology when it had been built, Rhodey doubted that it would be much use in combating Ultimo. It lacked much of the more sophisticated Iron Man equipment; even its repulsors were a primitive "first-generation" design.

Fourth was a more refined looking "pre-classic" armor. It was really quite similar to the "proto-classic" model, but the horned faceplate had been replaced by a more rounded version which was sealed with visible rivets. Stored in a case next to this armor was an Iron Man helmet that had a nose on the front. In spite of himself, Rhodey almost laughed when he saw this. "Tony even rebuilt that hideous nose? Wow!"

Finally, storage vault one contained the so-called "classic" armor design that Tony had worn for so many years before falling victim to the machinations of Obediah Stane and to his own alcoholism. Back then, Rhodey recalled, Tony's most sophisticated armor had been melted by strong acid. Tony had been forced to rely upon what was then the second most powerful armor, which had the same "classic" appearance. Shortly thereafter, Tony's return to heavy drinking had prevented him from being Iron Man, and that is when Rhodey first donned this armor.

Rhodey knew that the first four armors in the vault were not originals. He had once destroyed all Iron Man armors other than his own in order to keep them out of Stane's greedy hands. Still, Rhodey had no doubt that the rebuilt armors were precise duplicates of the originals. Tony was always meticulous about that level of detail. The stray thought, "Control freak," flashed through Rhodey's mind, as he began to tense up a little. Turning back to the classic armor, Rhodey knew that this was no replica; this was an original. He recognized small scuffs and nearly imperceptible scratches from fights he had been in long ago. Lost in nostalgia for a moment, he replayed those moments in his mind.

"That mark came from the Flying Tiger. Those scuffs from the Brothers Grimm. That scratch from Vibro."

Suddenly, Rhodey's thoughts turned less pleasant. He recalled the very last time he had worn this armor, when he and Tony were flying back to Earth from the old Stark Space Station. The classic armor had been damaged when Advanced Idea Mechanics, or A.I.M. triggered an explosion on the station. Due to this damage, the armor had begun burning up from the heat of re-entry into Earth's atmosphere. Rhodey winced at this memory, as he still felt some "phantom pains" in his chest upon remembering how badly he had been burned. After that incident, he never wore the classic armor again; it had even been a considerable amount of time before he had been willing to put on any armored suit.

It hadn't taken long for Tony to repair the classic armor, and he had even improved it to the level of the suit that had been melted away by the Rook's acid. Still, the memories of being on fire were vivid that, to this day, Rhodey did not want to get back into that suit. Ironically, an aversion to the classic armor was one of the few things he still had in common with Stark. Tony regarded the classic armor as symbolic of the times he had succumbed to alcoholism and had vowed never to wear it again, except in the case of a life-or-death situation.

Wryly, Rhodey realized that one armor was missing from this little museum: the so-called Silver Centurion armor. Stark had built that unique armor in the days when he was recovering from his alcoholism. Tony had lost his old company, Stark International, to Obediah Stane, and he had not yet built SE, so his resources were limited back then. Nevertheless, Tony's brilliance overcame these limitations, and he built the most powerful suit ever constructed to date. Even by today's standards, the Silver Centurion armor was formidable. It had possessed a wide range of capabilities and could likely even give his own War Machine armor the proverbial "run for its money." Yet Tony had only ever built one red and silver armor, due to the financial constraints of that time. Before it had been thoroughly devastated by Firepower, that armor had taken on some very negative connotations to the world at large. So Tony had never rebuilt it. Rhodey imagined that seeing the Silver Centurion armor again might even give Tony some phantom pains of his own. After all, Tony had been seriously beaten in the battle against Firepower. He had even been punched through a mountain!

Finished with his reminiscing, and beginning to feel restless, Rhodey left storage vault one and waited while Abe Zimmer and crew finished cracking the lock to the second vault. Rhodey hoped that inside they would find the reserve copies of Tony's most modern suit, the red and gold armor he had designed after his beating from Firepower. Those extra armors were essential to Rhodey's plan to bring down Ultimo, as he was fairly certain he could not do it himself (not after he heard about how Ultimo had literally ripped Iron Man apart just an hour ago) and he had no faith in the antiquated armors' ability to accomplish the task. Rhodey uttered a silent curse under his breath when he saw that this was not the right vault, either.

"Abe?" the mechanized voice of War Machine said.

"Yes?" replied Zimmer, questioningly.

"Storage vault three..." sighed War Machine.

"You've got it!" said Zimmer.

Instead of being filled with Iron Man's primary armor, storage vault two was apparently the new home of the specialized armors that Tony had created over the years. This vault was packed more tightly than the previous one; all ten niches were filled.

Rhodey recognized most of the armors, but not all. There was a copy of the old space armor, with a bright gold pentagon on the front. Although a powerful armor with nuclear propulsion, it had never worked quite right. The control systems had been buggy. Still, this armor was noteworthy for being the first specialized suit Tony had designed. Next was the jet black stealth armor and a reconstructed version of the two-layered undersea suit. Also, there was the second generation space armor. Rhodey knew that this space armor was free of the bugs from the first design and that it had functioned well when Tony wore it during something that he had called "Operation: Galactic Storm" (a Avengers mission which Tony preferred not to talk much about). In the sixth niche was a familiar-looking black and white suit. It was the original Variable Threat Response armor that Tony had built for himself shortly before his "death" and it was the template for Rhodey's War Machine armor. Next to it was one of Tony's specialized telepresence suits, just like the one Ultimo had ripped in half. This wasn't an actual armor; there was no space inside for a person. But as long as Tony was confined to his wheelchair, this was the best he could do.

Some of these suits, such as the stealth armor, possessed minimal armament. Others, like the undersea armor or the original War Machine, were quite powerful. Rhodey preferred to use the regular armors, though, and hoped they were in storage vault three. After all, while an armor capable of emulating an electric eel might be handy under the ocean, he doubted it would be terribly effective against Ultimo!

The final three niches held armors that Rhodey had never seen before. At the base of each niche was a small placard. One of these was a dusty blue-gray color and had a placard that read "Arctic Armor". Another was a fiery red, with gold near the extremities. This one was described as "Inferno Armor." The last niche had the oddest looking suit of all. It looked like it was made of a semi-clear blue plastic material. He looked down and the card did indeed label it as "Plastic Armor."

"Plastic armor??" thought Rhodey incredulously. "For what? Fighting Magneto? Weird..."

Chapter Two: All Dressed Up With Somewhere to Go

1:34 AM

Intruding on his reflections, War Machine's helmet radio buzzed. It was the SE intercom and Mrs. Arbogast was paging him.

"Jim?" she said, "They're here. As per your request, I sent them down to vault one. They should arrive in a minute or two."

"Thanks, Mrs. A. Time to get down to business." Rhodey responded. With that reply, he signed off and returned to the other vault to greet his guests. En route, he let Abe know that they were not to be disturbed for a few minutes. With the waiting time finished, Rhodey felt himself tensing up again. Playtime was over.

The "they" that Rhodey waited for was a rather eclectic group of people. It included Happy Hogan, an ex-boxer, ex-chauffeur, and ex-trainer who was one of Tony's oldest friends. Long ago Happy had been the second person to ever learn that Tony Stark was the "Armored Avenger" (Tony's then-fiancee being the first). There was also Eddie March, another boxer (and one far more skilled than Happy) who Tony had once hired to be Iron Man; and Michael O'Brien, an ex-policeman who was once convinced that Tony Stark had murdered his brother Kevin. Joining them was Carl Walker, formerly Clay Wilson and formerly the armored villain known as Force. Finally, Rhodey had also called upon Bethany Cabe, a bodyguard, a private investigator, and an all-around amazingly talented woman who had once been Tony's closest lover. In fact, Rhodey used to be certain that wedding bells would chime for Tony and Bethany; little had he known that Bethany was already married!

"Come on in" said War Machine to the five "guests" as they headed down the labyrinth of SE corridors towards storage vault one. "Happy Hogan. Eddie March. Bethany Cabe. Mike O'Brien. Carl Walker. Glad you could make it." War Machine ushered them into vault one and reached up to remove the helmet from his armor.

Carl Walker was clearly surprised by this revelation. As Force, he had fought alongside Iron Man and an unarmored James Rhodes. When Iron Man had been away on a special mission, Rhodey had asked Carl to be a substitute Iron Man, instead of doing the job himself. Thus, Rhodey was one of the last people he would have thought to be War Machine. Mike O'Brien and Eddie March looked startled, but less so. They didn't know Rhodey as well, and they hadn't really considered who the man in the black and white armor could be. Truth to be told, they were more amazed that Rhodey had cast off the "secret identity" convention. Didn't most superheroes, with rare exceptions like the Fantastic Four, guard their true identity zealously? In contrast, Happy Hogan didn't seem to regard this news as remarkable. Happy had been Tony's best friend for years. In those days, Happy had worn the Iron Man armor more often than anyone except for Tony Stark, himself. It seemed reasonable to presume that Tony's new best friend also would have been sucked into the world of armor-clad heroes. Similarly, Bethany showed no reaction. When she and Tony had been a couple, she had deduced his dual identity. Likewise, she had easily concluded that War Machine must really be James Rhodes.

After giving his guests a few seconds to process this unmasking, Rhodey continued. "Okay, then. You recognize me and you recognize the suit. Swell. Now we're all one big happy family." He knew most of these people fairly well and he did trust them, but it still made him uncomfortable to reveal that he was War Machine. Nevertheless, he was not Tony Stark. He knew how to operate as part of a team and to trust your allies instead of jerking them around. Given what he was about to ask of his new arrivals, Rhodey figured that he could at least grant them the courtesy of letting them know who they were talking to. He proceeded, "I expect that by now you also know Stark's down and Iron Man's history." Not all of them knew Tony Stark was Iron Man. In fact, only Happy Hogan and Bethany Cabe were aware of this. Rhodey decided to keep Stark's secret.

As one of the few who knew Tony's dual-identity, Bethany was made uneasy by this news. She wasn't certain that it was accurate. After all, Iron Man had seemed slain in battle many times during his long career and Tony himself had been pronounced dead to the world six months earlier. Nevertheless, a part of her feared that Rhodey was correct and she dearly hoped that he was not.

"I think I can tell where this is going" murmured Happy Hogan under his breath.

"What I've got in mind is dangerous, maybe outright crazy. Anyone who wants to walk away, nobody will hold it against you," said Rhodey, oblivious to Happy's comment.

There was a general rumbling as everyone confirmed that they had no intention of leaving yet, so Rhodey went on. "You've all got something in common. Well, all of you except for Bethany. But I know from personal experience that she knows how to handle herself. You've got a special kind of combat experience that comes from wearing one of these here suits." He gestured at the wall of antique armors with the back of his hand.

"We're going to put on old Iron Man armor and go fight Ultimo?" asked Carl.

"Heck, no," answered Rhodey. "Well, okay. You're half right. Ultimo is still loose out there and I'm not stupid enough to think that I can go toe-to-toe with something that ripped Iron Man to scrap metal in minutes. But fighting Ultimo in these ancient suits would just get us all killed. As soon as Abe's cracked the lock on vault number three, you're going to put on spares of the most advanced armor Tony's ever built and then we're going to go take Ultimo down! You with me?"

"We're with you!" cheered Happy and Eddie, almost in unison. Bethany nodded her agreement solemnly.

"What about Iron Man?" asked Mike. "You said he's not in good shape. What happened?"

Rhodey was getting impatient. "Iron Man wanted to go out there alone. If his grandstanding got him killed, so be it." The others shifted uncomfortably at Rhodey's clear disregard for Iron Man's life. "Iron Man apparently has, or had, a problem when it comes to working nice and playing nice with others. But I am not Iron Man. We are not Iron Man. Together, we are more than Iron Man! We are a..."

"A legion of Iron Men?" interrupted Happy. Bethany coughed softly, and Happy blushed. "Sorry," he said, "A legion of Iron Men and Maidens?" He turned redder and tried again, "A legion of Iron Men and Iron Women?"

Bethany smiled. She remembered Tony reminiscing about what a loyal old lug Happy was. He was a good man with a good heart, but his tongue seemed to trip him up fairly often. "A legion of Iron Men works fine for now. It's okay."

Rhodey continued as if the digression had never taken place, "We are a team."

Rhodey donned the War Machine helmet once more. Together, the six of them exited the vault. While they were talking, Abe's engineers had finished cracking the final lock. "There you go, War Machine. Hope this is what you were looking for. For all our sakes, really."

Rhodey hoped so, too. He peered into the last room and saw all ten niches occupied by the sleek red and gold armor built in the aftermath of the Silver Centurion's destruction. This was exactly what he had been looking for. "Aces," was his only answer to Abe, before disappearing inside. The five newcomers followed him in, shutting the door behind them.

Rhodey headed to a table in the center of the room and pressed five buttons. Correspondingly, five stasis fields dropped, exposing five armors.

"I think you know what to do from here, right," said War Machine. It was not a question. Rather than answer verbally, the five began snapping chestplates, boots, and gauntlets into place. Once the basic armor components had been donned, a mental command to cybernetic circuits were all that was needed to apply magnetic polarization. The magnets extended the arms and legs from their housings in the boots and gauntlets; it also hardened the suits from pliable metal fabric into rock solid armor. Eddie March smiled at the feel of being back in armor once again. Happy was nervously excited. Mike and Carl were calm. And Bethany, the most inexperienced of them all when it came to powered armor, exuded pure confidence.

"I do believe we're in business!" exclaimed Rhodey, looking at the new Iron Legion.

"Hold on one second" interrupted Mike. "We're all going to fly off looking the same, except for you?"

"Yeah, so?" was War Machine's reply. "Now isn't exactly the time to find spiffy new names and costumes for everyone."

"That's not what I mean," responded Mike, who was ignoring War Machine's growing abrasiveness. "How are we going to coordinate who's who in the battle?"

"Oh. Right." Rhodey hadn't considered this point and silently chided himself for overlooking it.

Bethany strode to a corner table and grabbed some old cloths which were lying there. They were rags only meant for shining the armors, but they were different colors and could be used for differentiating armors in the heat of battle. "Here, wear these" she suggested. "It's not ideal, but Mike does have a point and we don't have much time to waste solving it." She handed out the towels to everyone except Rhodey, who was clearly distinguishable in the black and white War Machine armor.

Bethany tied a blue towel around her upper arm. Mike followed her lead and secured a yellow towel as his own armband. Eddie preferred to tie his red rag onto his waist and Carl made a green headband for himself. Then Happy put on his helmet and tied a purple towel around his neck, making it into a purple cape. The five of them actually looked formidable, but funny, with these rags hanging off of state-of-the-art armor.

"Ready now?" asked Rhodey, eager to get his newfound team into the air.

"Ready!" replied Happy with just a little too much enthusiasm. "Ultimo's facing the Iron Legion now! Ready or not, here we come!"

Under her helmet, Bethany smiled. "You've got to appreciate that raw enthusiasm," she thought. At the same time, Mike was thinking "He tries, he really does. And keeping morale high is a good thing. We're certainly going to need it."

"Legionnaires Unite!" cried Carl, getting caught up in Happy's spirit.

And with that, the Iron Legion strode out of the vault, past the amazed stares from the engineering crew, and made its way out of the building.

Chapter Three: The Enemy Within

1:53 AM

Dr. Erica Sondheim wheeled Tony Stark out of the emergency room on a stretcher. He was still deep in a coma, and had been for over an hour. She was a top notch neurosurgeon, but nobody in the world had experience with an artificial nervous system like Tony's. Besides being his doctor, she was an old friend and, as such, she was quite concerned about Tony's chances of survival. Erica brought Tony into a special room in the medical wing. Tony had stocked it with the best life support equipment that money could buy. She began to hook the equipment up to his body.

Unknown to Erica, however, a fierce turmoil was raging in Tony's mind that was in stark contrast to the eerily quiet calm of Tony's body.

"Ultimo... destruction... remote unit... neural feedback... ripped through my mind... I remember... remember... lightning... pain... neuron's rebelling... screaming... TOO MUCH!!"

The severe neural feedback he experienced when Ultimo destroyed the remote Iron Man armor had caused a cerebral overload in Tony Stark's brain. It sent him into a coma as his mind turned entirely inwards upon itself. The agony was excruciating and Tony had been plunged deep into a surreal world: a landscape of his inner mind.

Memories flooded this world and drowned out his thoughts. "Time is running out! We must work faster!", "Beth, please. Help me.", "Somebody lost.", "That doesn't mean Iron Man has to sit around on his thumbs in the meantime.", "Kath -- oh, god.", "To the world at large, my alter ego -- Iron Man -- is in the grave.", "You can't blame me for this! It was the monster!"

Tony fought to keep from drowning in the memory dump. He tried desperately to focus, but felt himself slipping further from the external world and going ever deeper into his own consciousness. Somewhere in this world, he could feel something fighting him. Almost as if something inside of him wanted him to die. With great effort, he found that he could concentrate enough to block out most of the memories. In fact, he could silence all of them but one, and that one resonated over and over in his mind:

"You can't blame me for this! It was the monster!"

"You can't blame me for this! It was the monster!"

"You can't blame me for this! It was the monster!"

"You can't blame me for this! It was the monster!"

"You can't blame me for this! It was the monster!"

The mindscape Tony found himself in was characterized by technology gone obscenely wrong. Arrays of wires and circuits were everywhere, with huge flickering television screens all around. There were faces on the screens displaying strangers staring at him. Many of them looked oriental. "What are these strangers doing in my mind?" Tony thought. Upon closer inspection, he realized that he did know some of the faces staring out at him.

One television in particular caught his attention first. Its screen displayed Tony's father, grimacing angrily outwards. "You listen to me, boy!', Howard Stark shouted, "You'll never amount to anything!" Next he spotted his mother, who looked like she was about to scold him. Tony hadn't seen that look since he had been nine years old. Looking around more, he found a screen showing Janice Cord, his old lover. Then he saw Kevin O'Brien, his dear departed friend. Next, he found another old lover, Marianne Rogers. Marianne didn't look angry, as the others did. Instead, she drooled and babbled incoherently.

Once he began recognizing the faces on the screens, it was difficult to stop. Tony found a screen displaying the portly Carnelian ambassador, lumbering about with a gaping hole through the center of his chest. On another television screen was the mangled body of Morley Erwin, who Stane had killed simply to torment Tony. The following screen featured Morley's sister, Clytemnestra. Cly's face was contorted with vicious rage. She had never forgiven him for the death of her brother. Too many images overwhelmed Tony. He felt sorrow at the loss of so many that he had been close to. He felt defensive, and even guilty, upon seeing so much anger directed at him. He turned away... and came face-to-face with another television screen. This one displayed a drowned Whitney Frost, blue from lack of oxygen. Deep within the architecture of his own mind, Tony Stark screamed.

In unison with the mental scream, Tony's body began twitching. Back at the surface, Erica noticed these spasms. Although disturbing, it was certainly a change from Tony's completely comatose state. For the second time that evening, she reached for medical scanners, particularly the EKG, and began checking Tony out again. "Blasted cybernetic nervous system," she thought to herself.

Slowly and horribly, the people Tony had recognized started pushing their way out of the television screens. Tony stood transfixed as he watched his old friends, family, and lovers squeeze through the glass barriers. He did note, however, that the vast majority of people on the televisions were not undergoing this transformation. The enormous number of oriental faces (specifically Vietnamese, Tony now noted) stayed put and were "content" to simply glare fiercely at him.

This observation offered Tony very little consolation. Faced with the furious and mangled horde that now lumbered towards him, Tony Stark turned and ran through the hallways of his mind. He was much faster than these broken bodies, and he raced through one mess of circuitry after another. Yet every time he turned around, there they were. For some reason, he couldn't outrace his dead friends, despite his greater speed.

Each corridor looked the same, and Tony quickly lost track of his orientation within this mindscape. He kept running, yet he made no progress in eluding those dear souls who were chasing him. He didn't know what they would do if they caught him, but he wasn't going to find out willingly. Individually, the guilt he felt over each of their deaths was large; collectively, it was overwhelming. Yet Tony was beginning to tire. He could tell that that if he didn't find some way out of this featureless maze, they would eventually overtake him. He began looking for a way out, turning his head frantically in all directions as he ran, hoping for something other than the endless stretches of silent wires, broken televisions, and smashed circuit boards.

The silence was broken as Tony entered a hallway that emanated a soft humming sound. He looked behind himself, and saw that those following him were not yet in sight. Invigorated by this, Tony sped down the path. Perhaps he'd finally found a way out! The humming grew louder, until it was no longer a soft and subtle sound. Still, Tony followed it. It continued this gradual increase in volume until it was nearly deafening.

Tony stopped short. Now he recognized that infernal hum and this terrain. Now he knew what region of the mindscape he had moved into. Yes, he knew this place. This was the lair of the creature. This was the place where it lives and breeds. The creature wanted Tony here. Tony was afraid, but he took some courage from the knowledge that he had been here before and he knew how to defeat the creature. He pressed onwards, more slowly and carefully. There was a bend in the hallway, and upon turning it he encountered the beast.

The last time Tony Stark was in this realm, the beast looked like a huge and distorted version of the Silver Centurion Iron Man armor. This time it was no less huge, but it now bore a warped resemblance to the Neuromimetic Telepresence Unit (or NTU-150) that Tony had been using as a remotely controlled Iron Man.

Immediately upon seeing Stark, the beast leveled its arms, if they could be called that, and fired a double repulsor blast at Stark. Caught slightly off guard, Tony was slammed into the mess of wires behind him and grew entangled. In this mindscape, Tony had not been wearing any armor, yet the blast did not prove fatal. In the "real" world, such a burst would have ripped through his raw, unprotected flesh easily. The creature approached Stark, its hands outstretched. Tony remembered the way it had once used those hands to force electric bile into him. It was a bitter memory, and not one an action he was likely to allow the creature to repeat. There wasn't enough time to disentangle himself before the creature was upon him. Acting on instinct, he put out his own hands and fired back a repulsor blast of his own. The sound "SHRAK!" filled the air, and the creature was propelled out of sight, at least temporarily. Tony used this time to free himself from the wreckage, and when he gazed down at his own hands, he saw they were now encased in a golden armor.

"Of course!" he realized. "This is all happening in my mind. I'm in control here. I can make this what I choose it to be." With that thought, Tony assembled a mental armor of pure gold. This golden armor was not a clumsy one, like the golden Iron Man armor he had built years back. This was sleek, glimmering mental protection. It was willpower personified. Tony Stark was, once again, a knight in shining armor.

"Last time the creature could only challenge me because I was scared. I was looking for help. I was afraid to challenge it alone. All that searching for help didn't work. It just caused pain and suffering to those who were close to me, like Morley or Whitney or Cly. When I finally learned that I was alone, that no one could help me, I was able to defeat the beast... by taking it into myself! As Rhodey told me, 'The power's yours! You just gotta turn it around!' All I need to do now is repeat that."

Tony chased after the beast, eager to defeat it again and exit this nightmare world. He adjusted his repulsors, setting them to absorb energy instead of releasing it. He prepared to take the power back into himself, once again. Tracking the creature was easy enough; it just meant following that ungodly hum. Upon reaching his enemy, Tony leapt upon the behemoth armor, ripping its helmet off to better reach the head. Previously, a twisted version of Tony's own face had been beneath the creature's helmet. This time, there was nothing but a dark gray robotic head. Despite this difference, Stark proceeded undaunted and placed both of his hands upon this grotesque head, as the creature wrapped its arms around Stark in a perverse embrace. Tony activated his reversed repulsors and began to siphon off energy, assuring himself that this would all be over in a matter of seconds, same as before. Only this time, such was not the case.

This time the creature's essence did not flow into Tony, causing it to dissipate. In fact, the opposite seemed to be true: Tony felt weaker, as if his own soul was being stolen by this devil! Its mammoth arms clutched him tightly as it drained him from within. In a last, desperate effort to get away, Tony summoned all of his remaining will to trigger his boot jets and break free of the creature's grasp. He flew away, in an erratic and uncontrolled flight path, before landing in a crumpled pile amidst broken television screens.

The creature was now closing in for the kill. It moved slowly, knowing its prey had been defeated and could not escape. In the last moments remaining to him, Tony's thoughts, ever analytical, pondered why the creature had not fallen as it had before.

"I don't understand it. I thought I'd learned from past mistakes! I didn't allow myself to create any more victims! I accepted the guilt of the past, which the beast represented, when I took it into myself. And then I pushed people to a great enough distance so that nobody would get so close as to be harmed that way again! I learned that lesson last time I was here... I didn't even allow Rhodey, my best friend, to know when I was cryogenically frozen! I kept them all at arm's distance! I kept them all away! I didn't let them get hurt anymore! No more victims, I did it all alone!!"

Out of the corner of his eye, Tony saw something move. He turned his gaze away from the approaching beast and saw that his old friends, lovers, and family -- his other victims -- had caught up to him. With the products of his failure on one side of him, and a hulking manifestation of his guilt on the other, about to land the killing blow, Tony Stark thought that all was lost at last. He no longer tried to evade his old friends; they could do what they liked now.

A loud "SHRAK!" filled the air. Tony looked up, assuming that it had come from the creature. Instead, the beast staggered backwards. "But then where? Who?" thought a confused Tony Stark. He turned around and saw that blast had originated from the hand of Kevin O'Brien, who was now fully garbed in the green armor of the Guardsman.

"There ye go, boyo!" cried Kevin. "Get on up and fight, Tony m'lad!"

Incredulously, Tony took in the scene before him. It wasn't just Kevin wearing pieces of powered armor. All of his dear friends now had some version of Iron Man gauntlets, and they all began firing upon the beast relentlessly. Their blasts held the monster at bay, preventing him from reaching where Tony lay amongst the flotsam.

Half disbelieving what he saw, Tony got back on his feet. Smoke was accumulating in the air from the repeated repulsor blasts. The beast howled with rage, but could go no further. Yet, it was not forced to retreat, either, as Tony's friends remained locked in a stalemate with Tony's guilt. Tony gathered a length of the strange wire that permeated all the corridors in this nightmare. With it in hand, he began flying towards the creature. Apparently, the repulsors fired by his friends did not effect him. Tony had never been able to defeat the beast with brute strength, and now he had learned that accepting more guilt into himself wasn't the answer, either. With no known way to destroy the beast, perhaps confining it was the only solution. Or, perhaps it was simply the best remedy for right now. This was Tony's second trip to the creature's lair, and he had learned something different about himself each time. Perhaps he would find himself here again at some point in the future. That was a problem for another day, though. Tony made an iron lasso out of the thick metal cord and used it to catch the beast, as it focused on shielding itself from the repulsor barrage. Tony then flew in circles around the behemoth as he roped it up until it was paralyzed.

The wall of repulsor blasts was lowered, and an array of cheers emanated from below.

"Good job, son!" his father cried out. "I'm proud of you!"

"Nice work, Tony!" said Morley Erwin.

"I am always happy to helps my good friends, the Iron Mans!" called the Carnelian ambassador. Tony realized how silly the portly man looked wearing armored gauntlets.

Encouraged by his friends' support, Tony had a whimsical thought. He turned back to the immobilized beast and landed a single powerful punch on the center of its chest. The bound creature shattered, and its fragments were scattered to the wind. Tony didn't doubt that it would reform and return. This was a creature of the mind, ordinary rules didn't apply here. Still, shattering it had felt good!

"What a potent experience!" Tony thought, as he began rising up through the layers of consciousness. "I can see so many things more clearly. I was blinding myself, by refusing to allow people to become too close. I didn't want anyone else getting hurt by being involved with me. But that meant pushing myself beyond human tolerances, and hurting those around me in a different way: by refusing to trust them or accept their assistance! Trying to do it all alone only made the beast stronger, and made me push everyone away even harder. Once I stopped pushing them, once I allowed them to make their own choices, my friends didn't blame me for their deaths... they wanted to help me. It was when I didn't allow them to choose for themselves that they seemed so filled with rage!"

As he passed through the levels of consciousness which were nearer to the surface, Tony recognized a strange code he had seen once before. He had reached level of his artificial nervous system, the strange cybernetic network he'd helped to program upon being revived from cryogenic suspension. Tony was a genius with ordinary computers and electronics, but this cybernetic mesh of a nervous system was half organic. Being as much biological as it was mechanical, it fell somewhat outside his areas of expertise. That was why he had been unable to do a perfect job in the initial programming. The imperfect work was sufficient for his automatic functions (like breathing and heartbeat) to work well, but his ability to perform more strenuous physical activities was severely limited. In the aftermath of having removed some of his mental blinders, Tony found that he could comprehend even more of his own inner workings than previously. He opted to halt his ascent to the outside world temporarily in order to make some repairs to the programs.

"Aha! This was where the feedback from Ultimo damaged me." Tony proclaimed. "But that shouldn't be too hard to fix from in here." Stark felt positively jubilant at the way things made so much more sense now. "And here's the code relaying messages to my hands and arms. And here's the blockage that kept me from walking." Being confined to a wheelchair was especially galling to Stark, as it was an experience he'd had once before, when Kathy Dare had shot him and damaged his spinal cord.

In the end, Tony found that there was still much that he couldn't fix right now. He made the repairs that he could, which was work beyond the capabilities of all but the most skillful programmers on the planet, and he took some mental notes of code that might be further optimized later. Other segments of this organic software were complete mysteries, though, due to their biological nature. "Those parts," he thought, "I might need to let Hank Pym have a look at. Biosystems are much more up his alley than mine!"

"In any case, this is all I can do right now. Ultimo still needs to be stopped, and so I can't spend more time here." Pleased with the work he had accomplished, and certain he would return someday to this inner place, Tony resumed his rise and prepared to exit this mindscape and re-enter the physical world.

Erica was anxiously monitoring Tony's body, watching its vital signs fluctuate. A few minutes ago, there was a moment where his brain waves nearly flat-lined. Now, by some means she didn't understand, things looked better than ever. She couldn't truly comprehend what was going on, and she knew it. In fact, she wondered if anyone on Earth could.

Tony's eyes opened abruptly, much to Erica's astonishment. "Tony?" she asked.

"I'm back," he replied. "Back, and better than before!" He could feel new strength in his limbs. "What's the situation with Ultimo?" Despite his own elation at being alive and feeling more physically intact, Tony's concern was immediately centered on protecting the lives that Ultimo would otherwise snuff out.

"I really don't know. I've been in Stark Medical all night, taking care of you! Speaking of which, there are about a bazillion tests that I want to run. You nearly died just a few minutes ago and that has me worried."

"Not now, Erica. Soon, but not yet. I need to get help from Iron Man."

"Oh." Erica fell silent. He didn't know. Of course he didn't. She wasn't sure how to break the news to Tony, so she decided to be blunt. "I hate to tell you this, Tony, but around the same time as your seizure, your Iron Man robot was reported destroyed."

Tony was confused for a moment, before it occurred to him that if the NTU-150 had been ripped apart, it made sense for people to conclude Iron Man had been a robot. Well, perhaps this was the best way to convince Erica to release him from the tyrannical custody of the dreaded neurosurgeon.

"I have another Iron Man robot, Erica, and I think this one can stop Ultimo. But you've got to let me go and activate him!"

"Tony, you need to stay here. Your life is in danger."

"Erica, thousands of lives are in danger if I don't do this. Don't stop me, and I promise I'll return soon." He briefly considered threatening to fire her if she impeded his departure, but immediately disregarded the idea. She was more his friend than his employee and such a threat would hold no weight. As a world class surgeon, she could easily find work elsewhere, and the only thing he would accomplish would be the alienation of another friend. Given what he had just learned, Tony Stark was now making a conscious effort not to alienate any more friends.

Erica sighed. She didn't want to see Tony risk death, but he had a point. "Okay, then. Go. But come back soon."

Tony flashed a brilliant smile at her, calling on all of the legendary Stark charm. "You have my word on it, Doc!" He used his arms to gain some leverage on the bed, then lifted himself up, and into his waiting hoverchair. He was pleased to see that he could do this himself. Not too long ago, squeezing a ball in his hand had been difficult. Now he was even somewhat mobile. It took effort, to be sure, but no outside help.

Chapter Four: Davids and Goliath

2:07 AM

"So this is what flying is like. Impressive," Bethany Cabe had thought upon ascending into the air above the Stark Enterprises complex. Though she was the only member of the Iron Legion who had not flown before, she had shown no outwards signs of being a novice. No inwards symptoms had occurred, either, except for the rush of excitement that seemed to accompany all first timers to this singular experience.

That had been nearly twenty minutes earlier. Now, after traveling at nearly the speed of sound, they had made it to the outskirts of Futura. En route, Rhodey had briefed them on some of the weaponry in the latest red-and-gold armor. Even Rhodey had never worn that armor model, but he had seen Tony Stark use it often enough to know some of the tricks up its iron sleeves. He gave the Legion a crash course on how to activate the repulsors, the unibeam laser, the pulse bolts, and the energy shield in the left gauntlet. He didn't know how to operate the six-second force field, or even whether this armor still contained such a device. As they reached Futura, signs of Ultimo's passing were obvious from the widespread devastation. Locating Ultimo himself was equally trivial; it is difficult to avoid spotting a hundred foot tall monster in a sleepy little town like Futura.

The military had apparently ceased its direct assault on Ultimo when it had finally reached Futura; they were now concentrating their efforts wholly on the evacuation of citizens. Rhodey found himself wondering how many pilots had sacrificed their lives before the commanders had changed priorities. Tanks and National Guardsmen were everywhere, herding the people from buildings and transporting them out of the town. Futura was a terrible sight: abandoned cars lined the streets, buildings that had been in Ultimo's path had been crushed. Even if the Iron Legion succeeded in stopping Ultimo, extensive damage had already been sustained, and Futura would not recover for a very long time. None of the Iron Legion even wanted to think about how high the body count must be.

"Okay, people" Rhodey said when Ultimo was just barely within the outer range of their weapons, "He's heading the other way. Good. We've got the element of surprise. So, as we discussed on the way in, we do this by the numbers! On my mark, GO!"

All six members of the Iron Legion let fire a round of pulse bolts from both gauntlets. Pulse bolts were the ultimate long range weapon that Tony Stark had built into the Iron Man armor. At short range, they were not as powerful as repulsors; they accumulated static electricity from the atmosphere while traveling, which caused them to "pulse" with increasing energy. The further they traveled, the harder they hit. At their maximum range, which the Iron Legion had reached, they should be positively devastating.

Ultimo staggered and nearly tripped as twelve pulse bolts slammed into it from behind. "Now we've got its attention!" cried Eddie. Carl noted, however, that their "sucker punch" had done little more than get Ultimo's attention.

Ultimo turned and emitted a loud creaking noise. The monster had always been mute; this was the closest it could come to a scream. It was surprised, to be sure, but it was also outraged. In its primitive mind, Ultimo remembered the satisfaction of destroying the small not-soft one it hated so much. Discovering five more red and gold not-soft ones to oppose it provoked anger beyond description.

Ultimo wasn't the only one who noticed the Iron Legion now. Many of the people in Futura saw them as well. "Look, Mommy! Up in the sky!" exclaimed one child.

"Wow!", remarked another child, "It's Ironing Man! Many Ironing Mans!"

"That's Iron Man, kiddo." said his older sister.

Some of the adults began joining in the murmur, too. "Think they'll save our town? The last one didn't..."

"More robots. Feh, who needs them? Give me a good old-fashioned human super hero, like Captain America. None of these robots or mutants or what have you."

Up in the sky, the "robots" were preparing for the fight of their lives. Despite the danger, Carl Walker was feeling great excitement. He had once made a career out of committing criminal acts in high-tech armor. That part of his life had been partially motivated by the promise of quick wealth, but the sheer thrill of wielding such power was also compelling. Since retiring as Force, he had found himself occasionally missing the rapture of an armored battle. Only once had he been back in armor, filling in when Iron Man was unavailable. That time, though, he had used one of Iron Man's stealth armors, which was not terribly powerful; even his old Force armor was equipped with heavier weaponry. This full strength Iron Man suit, however, was beyond belief! It made every armor he had ever worn as Force look clumsy and outdated. Being one of the most experienced armor-wearing veterans in the Legion, Carl wanted to prove himself. He shouted, "The nice thing about something this big is that it makes an easy target!" and flew by the base of Ultimo's neck to shoot a repulsor blast at its face.

Meanwhile, Bethany employed techniques that she had learned from melee combat during her bodyguard training. She was gambling on the hope that whoever built Ultimo had given it some of the same weak spots that humans had. So she quickly went for body blows to pressure points, places like the solar plexus and the back of the knees. It seemed to be an effective strategy, and it helped keep Ultimo off balance, but it did not cause any noticeable damage to the alien tool.

Eddie, the prize boxer of the group, was relying on reach. He maintained a reasonable distance between himself and Ultimo. From that position, he used repeated pulse bolts as the equivalent of multi-ton punches. He did have to use caution in order to avoid striking the Legionnaires, but the targeting computers in the Iron Man armor seemed sophisticated enough to track the others and handle that.

Rhodey, in standard War Machine fashion, unleashed everything at Ultimo. Noting that his teammates were congregated in front of the behemoth, he got behind Ultimo and started emulating the Punisher. The plasma cannon on his shoulder was in overdrive, the gatling gun on his gauntlet was delivering round after round of adamantium-tipped shells, and his unibeam was glowing white hot. Under the pressure of such a unrelenting assault, scorches and nicks were beginning to show on Ultimo's back. With the others keeping Ultimo occupied, War Machine wondered if this attack on the rear could defeat the giant. In solo combat, Ultimo would have surely stopped this barrage by launching a mighty counterattack. Yet, with its attention diverted elsewhere, perhaps Rhodey could manage the impossible. "With no eyebeams and limited reach, Ultimo is most vulnerable from behind," War Machine thought.

Mike joined Carl in buzzing about Ultimo's face and firing repulsor blasts. He was hoping that the combined onslaught of energy weapons and physical blows would

topple the giant. However, the sight of two red-and-gold not-soft ones in front of its face focused Ultimo's anger. Its eyes began to glow red with their lethal beams. Rhodey had briefed them on the danger of these eyebeams, so they were not caught unawares. In response, Carl activated his armor's collision avoidance software and easily evaded the beams. Ultimo turned to take a shot at Mike, who employed a different defensive approach. Rather than avoid the eyebeams, Mike activated the energy shield in his left gauntlet and positioned it to block the blast. A blinding crackle of light flashed when eyebeam met energy shield. If the polarized lenses in Mike's Iron Man armor hadn't automatically dropped into place, such intense light surely would have cost him his vision. Sparks flew and the armor's sensors registered tremendous heat. When at last the eyebeams ceased, Mike found himself looking at his bare left hand. The energy shield had done its job, but it had burnt out the gauntlet's circuitry in the process. With no power left to maintain its integrity, the now-useless gauntlet had slipped off and fallen to the ground below.

"This thing has to have some weak spots!" declared Happy, and flew into the round disk of Ultimo's ear in an attempt to find something that could be blasted apart. Not being human, Ultimo didn't truly have ears; there was no orifice present by which to gain entrance to the robot. Frustrated, Happy Hogan fired double repulsors at maximum strength into Ultimo's skull and began flying back to rejoin his teammates. The blasts irritated Ultimo, who retaliated by venting his wrath upon Happy's Iron Man armor. While the eyebeams were cooling off they could not be used. So Ultimo returned to using its vast physical might and swatted the disgusting not-soft one with the palm of its hand. Happy went soaring out of control from the impact and collided hard with the ground at Ultimo's feet. Red lights began blinking in his helmet from the armor's various sensors. Happy had no idea what this meant, though. Stunned from the blast, Happy was unaware that Ultimo was preparing to stomp him into the ground.

"Move Happy! Now!!" cried Carl, who did not wait for Happy to respond. Instead, Carl swooped down and grabbed Happy, intending to carry him to safety. Ultimo's outrage mounted further, and its eyebeams were now ready for their next duty cycle. Carl cued up the collision avoidance software once again, but the added weight of the extra armor he was carrying threw it off balance just a little. Most of the blast missed him, but the heel of one boot jet was nicked by the eyebeam. Even a slight brush with such a powerful weapon was potentially deadly; the heat ignited the boot jet's fuel. With one jet out of commission, Carl could no longer stabilize his armor. He spun wildly out of control, dropping Happy in the process. Fortunately, Bethany and Eddie managed to catch their Iron comrades and prevent a rather painful landing.

Rhodey was becoming quite frustrated by this new sequence of events. The encounter had begun so well, but with the element of surprise gone, the tide was inexorably turning. This was what he had feared. Although most of the Iron Legion had been trained in fighting, they were not used to functioning as a team. There was still strength in numbers, but if they couldn't act as a team then the whole would not be greater than the sum of its parts. Two of the armors had already sustained damage. He certainly did not want to see any of the Legionaries killed!

War Machine flew to the spot where Bethany and Eddie had brought Happy and Carl to the ground. Mike joined them, aware that facing Ultimo alone was futile. The Iron Legion had but seconds before Ultimo was upon them again, though.

"Happy? Carl? Are you okay?" asked War Machine.

"I'm fine," replied Carl. "Really I am! The armor barely got nicked and that looked worse than it was. Structural integrity seems intact. The only problem is that with one jet gone, I am grounded. I can't fly properly nor maneuver with only one boot jet functional."

"Okay, you and Happy wait here. The rest of you, come with me."

"No, I can do this. I can still help." said Carl.

"We don't have time to debate!" exclaimed War Machine. His headache was returning; this was the worse possible time for that! "I've got a plan. Hold Ultimo off, I'm going to make Happy's idea work! Bethany, can you give him another one of those hits to the solar plexus?"

"Of course," she replied.

"Then let's go!"

With those words, War Machine flew to meet Ultimo, who had caught up to the Legion. Bethany was true to her word; she made herself into an armored cannonball and struck Ultimo in the gut hard. Ultimo's mouth bolted open in a reflex reaction. Anticipating this response, War Machine followed Happy's earlier example and sent himself flying down Ultimo's maw, to confront the enemy from within. Ultimo seemed stunned by this tactic, and clutched at its own throat. Being a machine, Ultimo did not need to breathe. Rather, it was attempting to assault the intruder and force him out, but to an observer, it did appear as if the giant was choking.

"Well then." remarked Bethany. "That was certainly unexpected. Our fearless leader has gone off and become lunch."

"What do we do now, then?" asked Happy, who had returned with the others. So had Carl, for that matter. Eddie was now carrying Carl and his flightless armor.

"I think it's time for a little teamwork," was Bethany's answer. "We were doing okay fighting him separately. Let's see if we can do better when we combine our efforts."

"You're the boss lady," said Carl. "What did you have in mind?"

"Carl, you're damaged, so stay back and fire pulse bolts at him. Eddie was doing that before and it seemed to work well. Mike, you're partly exposed and have no shield. So stay behind him. Knees seem to be a weak point, focus on one of them. Happy, you join him; take the other knee. Eddie, I'm going to need you to maintain a frontal assault on the chest, while I go for the head."

"Is that wise?" asked Mike. "I've seen what those eyebeams can do. Be careful."

"I will be. Come on, let's do it!"

Ultimo was no longer grasping at its neck. In fact, once the intruder was no longer stuck in its throat, it had become unaware that there was anybody inside of it. Possessing no more than a rudimentary consciousness, Ultimo quickly lost focus on things once they ceased to be of immediate concern. Seeing five of the not-soft ones charging at it caused it to completely forget about the not-soft one in its belly. To destroy the not-soft ones, Ultimo bent over and began scooping up cars, which it hurled at the Legionnaires. Dodging these clumsy projectiles was quite simple for the Iron Man armors' collision avoidance software. However, the free-falling cars crashed through buildings and burst into flame upon impact.

"He's setting the town on fire!" cried Eddie. "Let's blast those cars in mid-air!" Eddie engaged the targeting systems and began firing at the the airborne autos. Although his computer-guided aim was flawless, the cars continued to explode as repulsors ignited the fuel tanks. A rain of burning wreckage fell upon Futura.

"Time to modify the plan," replied Bethany. "Catch the cars, don't shoot them! Eddie? Happy? Are you up for it? Mike is one-handed and Carl can't fly... If you two can handle the cars, we will handle Ultimo."

"We're on it!"

"Okay, then. Carl, you stick to the original plan. Mike, you nail both knees from behind. I'll go for the upper body assault alone."

Ultimo was already somewhat unbalanced from bending over to gather the ammunition of automobiles. Carl unleashed a volley of pulse bolts at the back of Ultimo's left knee. Mike slammed his armor against the back of Ultimo's right knee. Ultimo dropped the cars it was collecting and tried to regain balance. Bethany wouldn't let it, though, and topped off the Legion's assault with a stunning blow that landed square in the center of Ultimo's chest. The combined might of these three accomplished the unthinkable: Ultimo staggered, and finally fell!

In the center of downtown Futura, Ultimo fell flat on its back. While falling, it ripped through power lines like they were non-existent. Upon landing, half a block of buildings were crushed beneath its weight.

"Go team!" cheered Happy. "You did it!"

"He's down, but he's not out," cautioned Mike. "What's our next step, Bethany?" When no reply came, Mike repeated the question, "Bethany?"

In this momentary respite from battle, Bethany was looking at Futura itself. The town had truly been decimated. There were dead bodies in the street, crushed in potholes the shape of giant footprints. Fires raged everywhere. Bethany felt a surge of emotions course through her: She could empathize with these people, who were losing their homes and their loved ones. She felt anger at the senselessness of Ultimo's rampage, and the mindless destruction it was causing. She realized, then, that battling Ultimo to a standstill was not the answer. Damage was still being done to Futura, and the civilians were still in danger. She resolved to end this struggle and to do it without letting any other people be hurt. The National Guard was working to evacuate citizens and control the damage, but it simply wasn't enough. They needed more help.

Speaking slowly, Bethany answered. "Plan A worked well. Ultimo's fallen, but he's about to get back up. Time for our next plan. We are here to protect Futura, so that is what we are going to do. We've been trusting the National Guard to handle the evacuation, while we take the fight to Ultimo. Truth is, we're outgunned here. We can knock him down, but he will get up again, and I'm beginning to doubt if we're going to be able keep him down. While we've been up here trying, people down there are dying. So here is what we do next: Carl, Happy, and Mike. You three go help with the evacuation. Keep your sensors on and scan for people trapped in collapsed buildings or by the fires. Go where the National Guard can't to get them out safely. Eddie, your armor and mine are in the best shape right now, so we're going to lead Ultimo out of town. Remember, the game has changed. We are not trying to defeat him, we want to make him chase us so that we can bring him away from populated areas. Once that is done, we can regroup and figure out what to do next. Maybe let the Avengers take over or something. Or, if we're lucky, War Machine will find some way to turn him off from the inside."

"If we're not lucky?" Happy asked.

"Don't think about that, Hap. We'll be lucky."

Chapter Five: A Look Forward At Armor

2:29 AM

Tony Stark directed his hoverchair out of the elevator and onto sub-level three of the Stark Enterprises tower. This was one of his private labs. Specifically, it was the electronics lab where he designed new components for the Iron Man armor. Although Tony's mansion was equipped with a lab of equal sophistication, he preferred to use it only for tinkering. Nearly all of the serious work towards advancing the Iron Man technology was done right here. Sub-level three was also the home of those computers that housed H.O.M.E.R., the Heuristically Operative Matrix Emulation Rostrum. H.O.M.E.R. was an advanced artificial intelligence designed jointly by Abe Zimmer and Tony Stark.

"Good evening, Anthony." stated H.O.M.E.R. cheerfully when Tony entered the lab.

"Evening, H.O.M.E.R. I think it's time. I'm going to finally take our newest project out for a test run."

"Excellent, Anthony! I am pleased to hear that you are feeling ready. As you know, we were never able to do a full test of some modular auxiliary subsystems in the lab. The field testing will certainly prove useful. The initial charging should be completed within five minutes. After that, the onboard beta particle power generator should be sufficient to maintain standard power levels."

"Thank you, H.O.M.E.R. Still, will be more than just a simple test. Since Ultimo remains a threat, I'm going to try to use our latest toy to end his rampage."

"Do you think that is wise, Anthony? So soon after your own health problems?"

"I have to try, H.O.M.E.R., I have to try. Lives are on the line here."

Tony's hoverchair carried him into the post-fabrication room, where the newest Iron Man armor was laid upon a table. He checked the readout display for the recharging unit; it was not quite finished yet. "There it is," he thought, "The most sophisticated and versatile armor I've ever created. Truly a revolutionary leap ahead in both concept and design." Like a proud father, Tony couldn't help but take a moment to admire his handiwork. Without being quite aware of it, he began thinking aloud, directing his musings towards H.O.M.E.R.

"The original concept of powered armor was born out of necessity when I was held prisoner by Wong Chu in Vietnam. I stayed with that basic concept for a long time: Design one integrated suit and make it as powerful as you can. Try to anticipate everything you will need it for, and incorporate the necessary systems into the armor. Use that single suit for everything Iron Man does.

"The second stage of this concept was the creation of specialized armor. There were some tasks that required unusual equipment, like staying in space for extended periods of time, or going on stealth missions. It was impossible to put all the requisite systems into a single suit. It was even undesirable. While the black squid ink I installed on the deep sea armor made for an effective underwater weapon, in space it would just take up needless room and add excess weight. Could you really see me squirting squid ink at Ronan the Accuser as a counter for the Ultimate Weapon?"

"Not likely to be terribly effective, Anthony?" answered H.O.M.E.R. It was only at this point that Tony realized he had been speaking aloud. He didn't care, though. H.O.M.E.R. was more than just a machine, he was a friend. Tony decided to continue sharing his thoughts with his friend.

"Precisely, H.O.M.E.R. Thus, by expanding the concept of powered armor to include multiple integrated suits I was able to broaden Iron Man's capabilities. I still have some specialized armors which have never even been worn in a fight, like the Plastic Armor that I designed for confronting Magneto. It was quite difficult to prove that plastic could conduct electricity and, if I do say so myself, I was impressed that I could accomplish it!"

"You are aware, Anthony, that such work could likely merit a Nobel Prize?"

"I suppose," Tony shrugged and continued. "Anyway, I never used the Plastic Armor or the Arctic Armor or the Inferno Armor. Although my normal armor maintained its integrity over a wide range of temperatures, specialized suits like the Inferno Armor were designed to operate even beyond those tolerances. The enhanced thermocouple design would be sufficient for work in the heart of a volcano, or even in the molten core of the Earth. For fighting purposes, that armor should be able to withstand a nova blast from the Human Torch. It might even be sufficient to allow me to defeat someone with powers like Firelord or Nova. And those two were heralds to Galactus! Could have been really interesting to test those suits out directly. Maybe I still will someday, just for fun.

"However, this newest armor makes all of its predecessors obsolete. The basic design paradigm has evolved again. I'm up to the third level now, in that I've moved beyond the concept of an integrated suit. I started experimenting with a modular component system a little bit when I designed the War Machine armors. Most of that suit was still integrated, but the shoulder attachments could be removed independently and even replaced with different armament. Now this new armor is entirely based on the idea of modular components. The suit can be reconfigured by swapping out sub-systems like the boots, gloves, or helmets and replacing them with specialized subsystems for various purposes. Also, there are plug-in points for portable auxiliary systems chosen according to specific mission needs.

"When in the basic configuration we see right now, this armor is not as powerful as the Mark VII suit which I designed after the Armor War. Overall, that was truly the most powerful armor I had ever built. Some of the specialized suits were better for specific purposes, of course. The nuclear thrusters on the Space Armor were superior to the standard boot propulsion system. Similarly, the raw strength and firepower of the War Machine armor outclasses my main suit, too. But the Mark VII had the widest array of energy weapons, sensors, probes, and other gimmicks out of all the armors I've ever made. This new suit simply does not have as much built in. It doesn't even try to. Certain systems, like the energy shield, the electromagnetic pulse, and the pulse bolts have even been deliberately removed to trim it down further.

"No, the strength of this armor cannot be measured by what it can do in the basic configuration. Its power is in expandability. The modular component system ensures that there is no upper true bound to its abilities. I've already designed a wide array of specialized modules for it, which enable this armor to do anything that the old specialty suits could. Stealth, space, deep sea, inferno... you name it! I've got modules for the pulse bolts which can be installed on either the gauntlets or the shoulders. I've got various sets of boots equipped with either nuclear thrusters, compressed gas propulsion, or conventional fuel. I've got modules for the EMP and for the energy shield. I even built some bulky strength enhancers in case I ever need to take on the Hulk. Now the limits are only those of the imagination!"

"Yes, Anthony. Very impressive." replied H.O.M.E.R. patiently.

Tony felt a little silly when he heard H.O.M.E.R.'s tone of voice. Of course H.O.M.E.R. knew all of this already. Tony had discussed the new design with H.O.M.E.R. when he had first conceived of it.

The display for the recharging unit turned green; the armor was fully powered. Tony sighed. The real challenge now was not in designing the armor, it was in using it. If Tony wanted to don this wondrous new suit, he would have to get himself out of the hoverchair first. He had almost succeeded at this a few days earlier, when no more than his pride was at stake. There was a lot more riding on the outcome this time, and Tony knew it.

Tony Stark braced himself with his hands, using them to support his upper body weight. He grimaced from the pain, but continued. The next step was for him to extend his legs towards the ground. They responded well to his mental commands, which was both an improvement and a testimony to Tony's excellence as a programmer. He grunted with the effort, and slowly forced himself into a standing position. "Slow and steady," he thought to himself. "Ignore the pain. That's it. That's it!" For the first time since he had been thawed from cryogenic storage, Tony Stark was standing up all by himself.

"Careful now," he thought. "Just standing up is a lot easier than getting into that armor." Tony took a deep breath. He was ready to try walking. "Keep balanced. One small step at a time." With that thought, Tony took his first baby step. It hurt. It hurt a lot. "Don't think about the pain. Think about the armor. Not the pain; the armor. Now another step." Straining himself, Tony forced a second step towards the waiting armor. Then he managed a third step. "Getting closer... can do this." Tony leaned forward to make his fourth step.......

.....and collapsed on the ground. Silently, he cursed his loss of balance. "I had been so close. So close!" Tony thought angrily.

"Anthony? Are you hurt?" asked H.O.M.E.R. "Shall I summon Dr. Sondheim?"

"No, no. Thank you. I'm okay. The part of me that hurts the most is my pride." Struggling for a moment, Tony lifted himself back into the hoverchair. To say that he was frustrated would have been an understatement. Tony had honestly believed that the repairs he had made to his nervous system were sufficient to allow him fully mobility once again.

Moreover, there was more at stake than his own pride. With Ultimo running rampant, more lives were at risk with every passing minute. Tony was now aware that his body was not yet ready, but Ultimo wasn't going to wait for his recovery. Besides, his greatest weapon had never been his body; it was always his mind.

Tony thought for a very long moment. He could easily fetch a telepresence headset and send a different NTU-150 into battle by remote control. Ultimo had literally dismembered the last one, though, and Tony wasn't sure how he could prevent that from recurring. He needed something different, something new, if he was to have any chance of success. This new armor, with its added capabilities, could probably work if only he had been able to use it. "Too bad," thought Tony. "That armor really takes the concept of Iron Man to a whole different level!"

"Hmmmmm..... Taking the concept of Iron Man to a different level?" The phrase stuck in Tony's mind. It now occurred to him that there could be more than one way to expand the concept of Iron Man. Designing newer armor was a proven method, of course. That was the internal road to broadening the concept. One could also expand the power of Iron Man externally, by simply increasing the number of Iron Men. Tony had toyed with this idea briefly once before. He had installed receiver circuits into one armor, and controlled it from without while simultaneously operating a second armor from within. The result: Two Iron Men fighting alongside each other. The initial tests which he had run with Rhodey had produced positive results. In addition to doubling the available firepower, such a stratagem granted the useful ability to be in two places at once. During the tests, Rhodey hadn't been able to determine which armor Tony was actually occupying; this was indicative of the level of control Tony was able to achieve via the radio wave broadcasts. However, further tests had shown that managing two sets of input for an extended period of time was impractical. The longer tests always ended with Tony abandoning the remote armor, as his one mind could not maintain a dual focus indefinitely. This was an inherent limitation of the human mind; it could not be in two places simultaneously.

"Nuts!" Tony thought. "If only there were some way to keep one armor passive, yet under intelligent control while I am actively directing the other one. And then vice-versa when I switch. What I could do is build an artificial intelligence for the suit, but that would take time. And it would need to be taught how to fight, or at least how to take basic evasive maneuvers. A sentient armor is a thought worth exploring later, but that won't help us now. Using an artificial intell..." Tony stopped abruptly. "Well, there is always H.O.M.E.R. No, I can't do that. He isn't programmed for any sort of combat. He could get damaged or worse." Once again, Tony recalled what he had learned earlier that evening. He had promised to trust his friends more and let them make their own decisions.

"H.O.M.E.R.?"

"Yes, Anthony?"

"I've got an idea that I'd like to run by you to see what you think of it..."

Tony briefed H.O.M.E.R. on his plan. While H.O.M.E.R. could not acquire the necessary combat experience in such a short time, he could occupy an armor. His presence would direct the armor to take evasive actions as necessary to keep it from being damaged or destroyed. Therefore, Tony would send two NTU-150s into battle with Ultimo. He would set up a relay circuit with H.O.M.E.R. In essence, this would be a switch that would automatically shunt H.O.M.E.R. to the unused armor every time Tony changed over. Ultimo would then have two Iron Men to contend with. At the end of the explanation, Tony concluded with, "That's my plan. It could be dangerous for you, my friend. Ultimo has proven he can defeat one Iron Man, I'd like to see if two have a better chance. But the choice to accept that risk has to be yours."

"Of course I accept, Anthony." was H.O.M.E.R.'s prompt reply. "Shall we begin?"

Tony Stark smiled, despite the mounting pressure. "Yes, let's."

Ten minutes later, two NTU-150s streaked across the sky high above the SE compound. Neither was occupied; Tony Stark directed one while H.O.M.E.R. guided the other. On the short trip to Futura, they field-tested the relay circuit by switching armors back and forth. They tried this trick over a variety of distances, and during some aerobatic maneuvers. It worked perfectly.

The NTU-150s weren't operated by simple radio control. The subspace transmissions they sent back to Tony's headset contained sensory information, which made Tony feel like he was in the armor. Shunting between armors brought a subtly different array of information to all five senses. "Wow," he thought, "this must be a little of what Nightcrawler feels like when he teleports! It's actually kind of fun." Tony shunted himself back to the other armor. "Bamf!" he thought.

As the NTU-150s drew near to Futura, they could see that the city was in flames. "This is bad. Very bad. Some serious rescue work will be needed here," thought Stark. Ultimo's towering form was obvious in the distance. Tony adjusted the course of both armors and headed in the direction of the monster. He checked the current time: 3:02 AM. He checked their current speed: 300 feet per second. At this speed, he estimated that they would engage the alien machine within four minutes.

Just then, the unexpected occurred. Both Tony and H.O.M.E.R. saw Ultimo's massive body sway back and forth... and topple to the ground!

Chapter Six: Houses of Straw and Sticks

2:32 AM

"Don't think about that, Hap. We'll be lucky." With Bethany's last words still echoing in his mind, Happy Hogan and his two fellow Legionnaires flew towards the center of Futura. Their destination was the makeshift outpost used by the National Guard as an impromptu evacuation headquarters. Mike O'Brien had suggested that they coordinate their work through official channels. This idea was unsurprising, considering Mike's former career in law enforcement. It was also reasonable. The National Guardsmen were already heavily immersed in the evacuation. As such, the Guard should be able to deploy the Legion to where their help was most needed.

Carl peered over his shoulder as they flew. Across town, he could see Ultimo's hulking form rise up again and engage the remaining two Legionnaires in battle once more. "Godspeed," he thought.

Arriving at the National Guard's outpost, the three Iron Men proceeded to locate the officer in charge.

"We come in peace. Take us to your leader," Happy joked.

More seriously, Mike added, "We're here to assist with the evacuation process. Can you bring us to your commanding officer? We'd like to discuss how we can aid your efforts, sir."

Carl fidgeted uncomfortably in the presence of the National Guard. Clay Wilson, his former identity, was officially listed as dead. Tony Stark had used his considerable influence to arrange that. As Carl Walker, he had no criminal record; yet years of living outside of the law had left him uncomfortable with military and law enforcement personnel. Carl knew that he would breathe easier once they had left this place.

"This way, Iron Man." replied the National Guardsman, addressing Mike. "Um, which of you actually is the real Iron Man? Or are you all Iron Man?" His confusion was evident. He had only ever heard of one Iron Man. Had the job actually been held by many?

"I guess for now we are all Iron Man," answered Happy. The Guardsman led the group to a large, heavy canvas tent with the front tarp thrown open.

Most of Futura was now a crumpled and burning ruin; time was of the essence. The meeting with the evacuation commander was short. His instructions were clear. There were large areas of town that the Guard simply could not reach. These were the sections where the fires raged out of control, or where the building collapses had been too complete. Each region was likely to have survivors trapped inside, yet the Guard was unable to rescue them. It was the job of the Iron Legion to get those people out.

"Well, I probably shouldn't head into the fire zone with my bare hand exposed," Mike observed. "Why don't I go into the region of rubble instead?"

"I'll go with you," added Carl. "Being grounded, I can hurl debris a lot more easily than I can reach people trapped on the upper levels of buildings. But let's keep in contact via our helmet radios. How do check-ins every ten minutes sound?"

Happy agreed that this plan made sense, since his armor was the most intact. "Sounds good. Let's get going!" he replied.

As the armored heroes flew off, one National Guardsman turned to his partner. He asked the question that had been on his mind ever since the armored men had arrived. "So why do you think they've got those silly rags draped over them? Did you see the one with the cape?? What was that all about?!"

Happy soared off towards the blocks where the fires still raged, searching for people in need of rescue. Tony had once briefed him on the basic use of Iron Man armor, since Happy had often seemed to end up wearing the "tin tuxedo" unexpectedly in those days. The training had been done with one of the older "classic" models, though. Happy knew how to operate some basic sensors; like infrared and enhanced audio, but he was unable to operate the majority of the newer, more complex armor systems.

Relying on the enhanced audio to locate cries for help, Happy began circling the devastation. He knew that Tony would have used a dozen other methods to more actively seek out survivors, but this was the best that he could do. As it turned out, it wasn't long before this basic approach paid off. From the third floor of a burning brownstone, Happy did indeed detect screams. Flying directly through the crumbling wall, Happy discovered the source of those screams: a young couple, perhaps in their mid 20s, was trapped inside.

"Ohmygod! Ohmygod! Ohmygod!" shouted the man, as the couple clung to each other.

"We didn't really expect things to get this bad!" blurted the woman. "I mean, we heard the announcements to evacuate! Everyone did! But we never thought... I mean... Then there was this car crashing thought the wall and... Oh, geez! Iron Man, can you get us out of here??"

Despite his earlier words to the National Guardsman, Happy still thought that it sounded weird when people referred to him as "Iron Man". In his mind, that was Tony's role and always had been. It always would be, too, if Tony had somehow survived. There was work to be done, so he pushed the disturbing thought out of his mind. "Tony will be okay," Happy reassured himself. "He always is. Tony's the hero, not me."

"Grab hold and we're out of here!" Happy instructed the couple. Looking at their state of near-undress, it was quite clear to him why these two had chosen to ignore the warnings. They were young, they were in love, and they'd obviously had other plans for the evening. "Wait a minute... I'm actually not sure how I can get you both out at once. I'm certainly strong enough to carry two, but I don't know how to protect you both from the flames." Happy vaguely remembered that Tony had installed flame retarding foam somewhere in the armor, but he had no idea of how to use it.

"Take her first," the man volunteered, recovering just enough from his panic to make a semi-convincing feign of bravery. His companion protested, saying that his safety was more important to her; Happy found their devotion touching. Touching, but pointless and a waste of valuable time. He picked up the woman and clutched her against his iron chest. Holding her thusly, he was able to use his armored form as a shield against the heat of the flames.

"I'll be right back with your husband," he promised her as they traveled to a safe distance away from the flames.

"Oh, we're not married. We've been together for a long time and all but..." Happy flew off without listening any further to the woman's relieved babble. On his flight back into the inferno, he recalled the early days of his relationship with Pepper. How long ago it now seemed. How lucky he had felt when Pepper finally returned his affections. The intensity that characterized their early relationship was among the fondest of his memories. Once they had become a couple, the idea of not getting married to her seemed impossible. Even as the passing years had inevitably cooled some of the passion between them, their connection had grown deeper and stronger. Happy was amazed at all they had gone through together, and he was impressed that their marriage had survived the harsh troubles that had plagued them for the past two years. Now he wanted to give this couple their own chance to grow old together.

"Is Vicki okay?" were the first words out of the man's mouth when Happy re-entered the building. The flames were forcing him into one small corner; soon there would be no safe space left to stand. Happy had no idea how hot it was in this room; his armor's automatic climate control regulated the suit's internal temperature to a comfortable 70 degrees. Although Happy didn't know it, the blazing heat enhanced his armor's strength. The built-in thermocouple was converting much of the heat into power, which supplemented the energy generated by the beta particle power supply.

"She's fine, son." Happy awkwardly tried to comfort the traumatized man. He imagined how he would feel if Pepper had been so close to death. In the same fashion as before, Happy scooped the poor soul up in his iron arms and delivered him to the safety of his partner. Together again, they embraced and cried. While pleased at his own success, Happy didn't have time for this reunion. There must be many others who still needed his help. "It isn't safe out here in the street," he cautioned, although he did note that Ultimo's towering figure had moved further away. "Both of you hang on now, and I'll bring you to the evacuation team." They did as he instructed, still sobbing with relief, and he made good on his word. Finally confident that they were indeed safe, Happy continued scanning the burning buildings in search of more people to save.

On the other side of Futura, Mike and Carl were finding that their rescues required considerably more effort. Several city blocks had been crushed under Ultimo's gargantuan feet. Evacuating citizens trapped here was more complicated than simply smashing one's way in, snatching those inside, and shielding them on the way out. Enormous mounds of rubble and concrete had to be cast aside in order to free the survivors. Thankfully, Carl had a natural aptitude for electronics, and his already-considerable array of skills had been recently broadened by working in Tony Stark's electro-analysis lab at Barstow Electronics. His prowess with technology enabled him to master the operation of most scanning devices within the armor; hence, Carl and Mike were able to locate their targets in a highly systematic and methodical manner. With the two of them working in tandem, the excavation of each wrecked building, and the evacuation of people inside required only a couple of minutes. Yet the sprawling destruction of Futura was vast. With so many ruins to open up, even spending such a short time on each building added up to form a monumental task.

Working on the first few buildings, Mike and Carl developed a system. Mike would begin by using low-power repulsors from his remaining gauntlet to bore through the wreckage. At the same time, Carl supported the ruined structure to ensure that the building would not collapse on top of them (and those who were inside). Once the debris had been broken up, they both used elbow grease to clear a path inside. During this tedious phase of the excavation, the two partners passed time by striking up a conversation. When each building was cleared, they paused their talk and later resumed it when they had moved on to the next building.

"So, Mike, what do you do with yourself when you're not clad in steel mesh and clearing rubble from demolished buildings?" asked Carl amiably.

"Well, I was in law enforcement for some time," replied Mike. "How about you?"

"Since early last year, I've been doing some electronics work for one of Tony's companies." Carl felt himself stiffen up upon learning that Mike had connections to law enforcement. He hoped that someday he would be able to feel more relaxed in the presence of cops. "Actually, I owe Tony more than my job. In a very real way, I owe him my life." Carl recalled how Tony Stark had protected him from Justin Hammer when he had retired from his career as an armored criminal. Iron Man had saved him from Hammer's hired killers, but it was Tony who had dealt with the police on his behalf and arranged for him to be released anonymously into Tony's custody. He really owed Tony a lot, and he knew it. He hoped Tony hadn't been hurt as badly as everyone seemed to think.

"Yeah, I know what you mean." replied Mike, oblivious to his partner's discomfort. "Once upon a time I had thought Tony responsible for the death of my brother. I went after him, and even managed to get my hands on a suit of Iron Man armor. The Mandarin attacked and thought that I was the real Iron Man... so he kidnapped me! It was Tony Stark, not Iron Man, who risked his life to rescue me."

Carl appreciated Mike's willingness to share such an intimate story. "Killed your brother, huh? I'm sorry to hear that. I mean, I know Tony didn't do it, but I'm still sorry to hear that he's gone."

Mike fell silent for a moment before responding. "Yeah, thanks. Me, too. It was a long time ago, but I still miss Kevin. I miss him a lot." Mike regained some composure and began working twice as hard at removing the rocks in front of them. "That is why it is so important to save as many people as we can now. Everyone here is a brother or a sister or a father or a mother or a cousin to somebody. I don't want anyone to mourn for them like I had to mourn me brother Kevin."

Mike's words resonated in Carl's thoughts. For Carl, the role of the protector was a new experience. The past year and a half had been spent as an ordinary lab rat, with the exception of one brief armored encounter. Before that, he had spent plenty of time in armor; yet always inflicting pain, never preventing it. Upon reaching the inside of the current building, they found a family of five inside. Two young children clutched the legs of their parents while an adolescent son huddled near them. Looking at them, Carl considered how many families just like this one he had destroyed during his career as Force. The two Iron Men guided them to safety, and Carl thought about how he once would have considered these ordinary people to be nothing more than meat, objects which were forcefully discarded if they so much as got in his way. Carl contrasted that attitude with Mike's poignant grief over the loss of his brother; he now realized that many others must have grieved similarly for losses that he himself had caused them. "Perhaps just retiring from being Force isn't enough," Carl mused. "Perhaps causing no further pain isn't good enough. Maybe I need to do more in the present to atone for the past." The task they now engaged in, helping innocents to reach safety, felt fulfilling in a way that Carl had never experienced before.

The armored duo proceeded to locate the next damaged building containing survivors. Once again, they began the process of excavation and their conversation resumed where it had left off.

"Working for Tony just since last year, huh?" asked Mike.

"Yup," was Carl's curt reply. Logically, he knew that Mike was just being friendly. There was no reason for the former policeman to be suspicious about him or to investigate his past. Yet talking about himself made Carl extremely tense. In truth, Carl wanted to talk more openly, especially in light of Mike's own candor. Maybe another time he would, but for now the ex-con still could not lower his guard around an ex-cop.

Back in the burning areas, Happy had completed several more rounds of rescues. At the ten minute mark, Mike had signaled on the helmet radio; both sides confirmed that the rescues were proceeding uneventfully. Or at least as uneventfully as could be expected when evacuating a town that has been crushed by a hundred foot tall robot! Although this encounter was far from the first time that Happy had played at being Iron Man, he doubted that he would ever get used to the sheer wonder and exuberance of possessing such amazing abilities. Whatever else Happy could say about his life, it definitely had not been dull. There had been both tough times and there had been good times, but all his years with Tony Stark had certainly been intense!

Actually, the current rescue mission reminded Happy of the first time he had met Tony. As a man intent on living life to its fullest, Stark had been competing in an auto race. When Tony's race car unexpectedly crashed, Happy had braved the flames without the benefit of armor to rescue Tony. As a reward for such selflessness, Tony had offered him a job. At that time, Hap had no way of knowing what grand adventures would come with that job, and with being Tony's friend. The grandest adventure of all, though, had been meeting Pepper and eventually moving away to marry her and raise their adopted children. For several years, their life had been nearly perfect. Finances had always been somewhat tight (and there was one time that Stane had used them as pawns against Tony), yet together they always managed to scrape by.

Life had been good for them until Jake Jordan had come along. After that, everything slowly fell apart. Happy had been trying to eke out a living by training up-and-coming boxers. Jake had seemed like a dream come true; the talented young boxer idolized Happy and he was unbeatable in the ring. Unfortunately, the young boxer really was too good to be true. "Jake" had simply been an alias adopted by the late villain Spymaster in order to exploit Happy's connection to Tony Stark and steal Iron Man technology. Ultimately, Happy and Iron Man had teamed up to defeat Spymaster. Although Happy had sustained a severe beating from in that encounter, he had survived. In contrast, Happy's career did not do so well. When word had spread that Happy had been training an internationally wanted criminal, nobody in the boxing world would have anything more to do with him. Soon thereafter, Happy had been fired; the official reason cited was "cutbacks due to the recession", but those words were a thin veil for the truth.

The loss of his career had not been the worst part, though. With few job prospects available to him, life had looked bleak; yet he and Pepper still had each other and their two adopted children. No, the toughest times didn't arrive for several more months. Eventually, the other shoe dropped when the adoption agency deemed them unfit parents due to Happy's "dealings with known criminal elements." Unlike his former employers, those bureaucrats at Social Services had not even bothered with euphemisms; they simply showed up one day with a court order and took the children away. After that, all he and Pepper had left was each other. For weeks, Happy was unable to sleep well; he had been terrified that Pep would blame him for all the trouble "Jake" had caused, and that she would leave him. Yet the two of them were a team, and a strong team at that. In the face of such sorrow, they had remained together and managed to scrape by on a string of temp jobs and unemployment checks.

Another call for help was detected by Happy's audio scan. Once more, he forced his way into a burning building. A woman in her mid-30s stood holding a child who looked to be about four years old. "Mommeee!" shouted the child as Happy burst into the fourth floor apartment where they had been trapped. The building had clearly sustained severe structural damage; it swayed visibly and several beams from the ceiling had already collapsed. Happy noticed a man's body lying under one of the beams.

"Poor guy," thought Happy. "He's probably dead already, but after I bring out the mother and the kid, I'll get him to the medics to be sure."

"Please save Timmy for me!" the woman shouted frantically. She was doing her best to shield the boy from flames and the falling remnants of the building.

"Don't worry, Ma'am. I'll get Timmy to safety and come back for you in a moment." Happy nestled the child into his arms and left the blaze behind them. He had not been able to "save" his own children, but he would be sure to save this one. While carrying the youngster to the care of the nearest National Guardsman, Happy heard a rumble and turned back to face the building he had just vacated. To his horror, Happy watched the structure collapse into a heap of smoldering ruin. "Nooooooo!" he shouted. Although the body count in Futura was obviously high, this was the first time that Happy had actually seen anyone perish... and it was somebody that he was responsible for rescuing. This child, alarmed by Happy's reaction, began to cry.

"Take good care of this child, officer!" Happy rapidly passed the young boy to a National Guardsman and prepared to return to the caved in building. "I'm going to see if I can still save his mother!"

Time stood still for Happy Hogan as he darted back inside the flaming tomb. He barely noticed as Plexiglas eye and mouth shields automatically dropped into place on his armor to protect him from breathing the smoky air. Happy sifted through the burning remains of the building for several minutes before locating the mother's body. Already it had been charred almost beyond recognition. She was most certainly dead. Here was another family that Happy had been unable to save from destruction.

Overwhelmed with emotion, Happy just stood in the ruin for many moments. Even with such tremendous power at his disposal, he had been unable to save her. His thoughts and mood were black, but he knew that he could not afford to continue brooding now. No matter how terrible he felt, there were still other lives that could possible be saved. Happy steeled himself for a return to rescue duty, but was interrupted by the signal from his helmet radio.

Mike and Carl finished clearing a path out of yet another building. Inside, they found an older couple with limited mobility who had been unable to evacuate. Mike greeted them politely, with deferential respect for their age, "Excuse me for intruding, but we are here to help you leave safely. Please come with us."

"Thank you, young man," said the old gentleman, speaking a little loudly. "The Mrs. and I had thought our number had finally come up. It's not as easy to get about as it was in the older days. If you kids would be so kind as to give us a hand..."

Mike cradled the man in his arms; Carl did likewise with the old woman. As the iron duo delivered the pair to safety, the man addressed his wife.

"I don't get it, Vera! Did you see his hand? They said that Iron Gentleman was actually a robot, but why does a robot have a human hand? Doesn't seem like a robot..."

"You've got me, Henry," his wife. "And I've never heard of more than one Iron Man. Except for that terrible silver one who died a few years back, of course. Maybe they're more of those whatchamacallit... androids. Like that Human Torch character from back when we were young."

With the helmet covering his features, Mike didn't even try to suppress his smile. As they had done with their previous rescues, the Iron Men left this couple with the National Guard and returned to scanning for more trapped citizens.

"Mike, I'm glad that we're able to help so many people. This feels good. In the past twenty minutes we've saved, what, fourteen or fifteen people? Still, it feels like we're putting a band-aid on a severed limb. It isn't enough! If nobody actually stops Ultimo, the whole world could end up looking like Futura, or worse!"

"Aye, but what can we do?" Mike shared his partner's frustration. "We tried knocking that Ultimo out, and the best we could do was knock him down once! Even that was nothing more than a lucky shot, really. He's just a robot, but I wish he came with a simple 'off' switch!"

Carl chuckled a grim laugh. "So we could just switch him off like that, huh?" He snapped his fingers. He knew that Mike had been joking, but something about those words sounded right. Carl thought for a moment, then chided himself for not seeing the answer sooner. After all, he had worn powered armor for long enough to know more about fighting than just fists and energy bolts. "Actually, Mike, you might be on to something there! Perhaps we've been fighting Ultimo all wrong! I've got an idea, but let me call Happy and I'll explain it to you both at once."

"Shouldn't you call Bethany instead? Let her and Eddie handle it?" asked Mike. "That way we could continue with the evacuation work. This is important."

"I know, but I think we're all going to be needed," answered Carl cryptically. "This will only work if the five of us pull together as a team!"

Carl signaled Happy's via helmet radio. Happy answered, sounding upset. "Yes, another ten minutes gone, right? Things are okay here. I'm doing the best I can. Let me get back to it, okay?"

"Wait a minute, Hap! Don't go yet! I think I know how we can finally beat Ultimo! Meet Mike and me back where we knocked him down, then I'll tell you both the plan as we fly back to meet the others, okay?"

"Are you sure that's a good idea?" asked Happy. "I mean, Beth put us in charge of saving ordinary folk here in Futura. What will happen to them if we leave now?"

"The same thing that will happen to many, many more towns if Ultimo isn't stopped!" snapped Carl. "Look, I don't mean to be harsh. I'm sorry. Really! But there's only so long that Bethany and Eddie can keep Ultimo away from other cities. How long do you think they can continue toying with Ultimo before they get themselves killed? I think I can end this nightmare, but it's going to take all of us to do it. Are you with me?"

"Um, okay. Sure," muttered Happy. Actually, he wasn't at all sure that this was the best thing to do, but right now he didn't trust himself with decisions that impact the lives of others. If Carl thought that he could handle Ultimo, let Carl be responsible for what happened.

"Great!" exclaimed Carl. He was desperate to get going. "I think that it's high time for a rematch with the big guy, and this time he is going down... for good!"

With those optimistic words, the three Iron Men flew off for their rendezvous.

Chapter Seven: Within the Enemy

2:24 AM

Inside Ultimo, War Machine took a moment to orient himself. Access to the titan was beginning to seem easier than he had hoped. The back of Ultimo's mouth contained some sort of weird elevator shaft. In fact, it reminded Rhodey a lot of the "Jeffries Tubes" he had once seen on a late-night rerun of Star Trek. Rather than wait for any elevator to come to him, War Machine ripped though the tubing and proceeded down the alien robot's "neck". Like the rest of Ultimo's innards, the tube was lit only by a dim greenish glow. This eerie light was not sufficient to provide more than a few feet of visibility; War Machine switched on a full complement of internal sensors and slid his starlite lenses into place. Flying down the tube shaft, he tried to gauge how far he was traveling. He guessed that the shaft extend downwards to the middle of Ultimo's "chest".

Once War Machine had reached the lower end of the tube, things didn't seem so easy anymore. Whoever designed Ultimo had equipped their Doomsday machine with defenses within as a complement to the offensive weaponry without. As he exited from the shaft, War Machine was beset from all sides by small flying globules of various sorts. "Probably a precaution against just this sort of thing," War Machine thought. There were globs of different shapes, and each variety seemed to mount a different type of attack. The spherical ones fired energy weapons at him, but the armor's heavy refractory coating seemed to handle that threat adequately (for now). How long it could continue to do so was anybody's guess. Other formless globs were trying to envelop War Machine within them. He had no idea what would happen if one of them succeeded in this, and he had no intention of finding out. He had come inside Ultimo to dismantle it from within; on the assumption that it would be more vulnerable from the inside. Even facing this squadron of internal defenses, he was convinced that his logic held true. The strange globules looked formidable, but much less so than the titan they were within. War Machine shot an repulsor blast through one blob, and it shattered. No, they were definitely a lesser threat than Ultimo itself.

Now that he had determined that these defense systems could be shattered, War Machine unleashed a tremendous assault! His gatling gun raged, and his flame-thrower sliced through the flying cells. One shoulder cannon fired adamantium-tipped missiles, while the other discharged an electric plasma. His unibeam glowed white-hot and his helmet laser, usually used merely for targeting, was switched into offensive mode. In a short time, he reduced dozens of the odd creatures to glimmering masses on the "floor" of Ultimo. Rhodey had to admit to himself that he was enjoying this somewhat. It wasn't very often that he was able to cut loose to such an extent. Moreover, he was releasing a lot of pent-up tension and frustration, as well as distracting himself from his headache.

More of the bizarre gelatinous creatures amassed in front of War Machine, but it only encouraged him to proceed onwards. If these things were trying so hard to prevent him from going forward, then there must be something there that he wasn't supposed to reach, which made him determined to reach whatever it was! War Machine gained ground; while slaughtering more of the freaky globules. Once he was convinced that he could make progress through their attack, he began to divert some of his weaponry away from the cells and towards the walls of Ultimo's being. Not knowing what parts of Ultimo's guts were vulnerable, he simply fired indiscriminately; in the hopes that he would break something important and halt the giant's rampage of destruction.

Suddenly, War Machine's sensors flashed, warning him of an attack from behind. He swirled around to find that the defensive cells he had shattered were reforming and preparing to continue their assault. Rhodey cursed himself for not anticipating this, and cursed his headache for distracting him from such caution. He was not fighting at the peak of his abilities right now, and he knew it. Simultaneously combating a horde behind him and in front of him would not be easy. He began to spread his attack out in both directions, but was unable to prevent one of the formless globules from wrapping itself around him. Once it completely enshrouded him, the cell began gleaming eerily.

Almost immediately, the armor's internal sensors began blaring a warning at him. The odd globule was somehow secreting a strong acid onto his armor! "This is not good!" War Machine thought angrily. Being stuck with a damaged or disabled armor inside of Ultimo was not what he had planned for. For a moment, it occurred to Rhodey that he'd gone off on his own; instead of "playing nice with others", just as he had earlier accused Tony Stark of doing. In fact, the consequences of his doing so might even prove equally fatal! Rhodey shoved the fleeting thought out of his mind. He rejected the idea that he was acting similarly to Stark; his actions had been motivated by a desire to protect his teammates. Furthermore, such thoughts were counterproductive right now; he needed to focus on the problems at hand! With his awareness heightened by a sudden surge of adrenaline, War Machine took swift action. He electrified the outside of his armor to shock the blob-thing off of his armor. This action was quite effective, and the cell shattered once again. A quick glance at the armor's readout display showed that he had acted quickly enough; the armor's integrity had not been breached. Still, Rhodey didn't feel quite right; he couldn't place it, but something felt changed. Time itself seemed to flow differently, somewhat slower. He had no idea what the pseudo-cell had done to him to cause this, but one thing was now perfectly clear. Forcefully pressing his way into the inner chambers of Ultimo was not going to be as straightforward as he had once thought.

War Machine made a tactical assessment of his situation and decided that a change of plans was called for. Rather than force his way forward, he decided to break through the floor and directly enter the chambers below him. Missiles at short range were not terribly effective, so he resorted to pure physical might. With a solid blow to the ground, he shattered the structure beneath his feet and descended to the layer beneath.

What Rhodey found there was unlike anything he had ever seen before. War Machine was now inside an enormous chamber, which seemed to fill the bulk of Ultimo. Inside this chamber were thousands, perhaps tens of thousands of these strange pseudocelluar things. The formless ones and the spherical ones were there. Some string-like cells were also present. The blobs skitted to and fro inside of Ultimo and seemed to be performing different tasks. The electrical spheroids attached themselves to receptacles and waited; it almost seemed like they were powering Ultimo's various systems. The string-like cells appeared to function in teams, almost like muscular sinews. Hovering in the center of this chamber was an enormous orb-like object, which shone brightly. The blobs that weren't scuttling about performing certain tasks congregated about this orb. Was it some sort of generator recharging them? How did Ultimo keep itself powered up for all of these eons, anyway?

War Machine felt Ultimo bend over. As the robot did so, a large team of string-like globs congregated to near the rear of the chamber accomplish the maneuver. In short, it appeared that these pseudocells were more than a simple anti-intruder system; they were actually components that made Ultimo run! As impressive as all of this seemed, War Machine decided not to proceed any further into this large chamber. The one or two hundred cells he had faced up above had proved dangerous enough. He didn't believe he could successfully challenge ten thousand self-repairing cells. War Machine did an abrupt about-face and darted up past the hall he had been fighting in, back into the "Jeffries Tube". Inside, he scanned to see if any of the creatures were following him and found that they had not proceeded upwards. "Good," Rhodey thought. "If they don't want to go far from that central room, then I'll explore further upwards."

War Machine went up the shaft, reaching the branching point that led to the mouth. Some streaks of light from outside were visible as they entered between the spaces where Ultimo's "teeth" met. He decided to go further, and ascended the shaft until he reached the top. He aimed a repulsor at the door and braced himself for an encounter with more of the pseduocellular beings. If there were too many, he was prepared to go back down and exit from Ultimo's body.

"SHRAK!" The door crumbled before War Machine's repulsor blast. Scanning the other side, Rhodey found no trace of the odd cells that had been so numerous below. "Why aren't they up here?" he thought. No clear answer suggested itself. Perhaps if these creatures were the drones responsible for moving Ultimo, they weren't really necessary in the cranial region? In any case, it didn't matter. War Machine was no scientist. Here was here to stop Ultimo, not to analyze the behemoth!

"SHRAK!!" War Machine fired a double-repulsor blast at the walls of this chamber. Maybe he could shatter something here that would shut Ultimo down. Unfortunately, the walls of the room seemed to absorb the blast perfectly, with no visible damage. "Was this why no defenses are needed up here? Is it impossible to damage this place?" War Machine changed his approach from energy weapons to projectiles. "Surely an adamantium missile can shake this place apart!" To his surprise, War Machine watched his missile slowly creep through the air and cross the room. As it traveled, its energy got sapped; until it finally fell harmlessly to the ground; without ever hitting its target.

War Machine began to consider just how formidable an opponent Ultimo truly was. From the outside, he seemed like nothing more than an extremely powerful robot with one weapon: the eyebeams. Only from the inside could Rhodey begin to sense the sophisticated construction techniques of the aliens who created this monster. Although Ultimo's origin was a mystery, it was known that the Doomsday machine was quite ancient, perhaps older than human civilization. Rhodey began to wonder if the Ultimo they now faced was actually a run-down and decrepit creature who had fallen far from its peak capacity after millions of years. This was a sobering thought; how unstoppable a juggernaut would Ultimo have been when it was created? Who had built such a tool? And why? Where was this alien race now? And, most chilling of all, had they made more than one of these hideous things?

Since brute force had failed once more as an effective tool inside Ultimo, Rhodey began searching this cranial cavity for anything that could prove useful in teaching them how to halt the monster. Although he was not a scientist, Rhodey was quite intelligent and talented with machines. When it came to cars or planes, he was an ace mechanic, with tinkering skills beyond even those of Tony Stark. Maybe those skills could be put to use in here.

War Machine hoped that the rest of the Iron Legion was faring well against Ultimo from the outside, but he had no way of knowing. Although the entrance chamber to this upper region was mostly bare, the next space resembled some sort of hybrid between an office and a control room. It was a large oval chamber, perhaps ten feet tall, which was mostly empty. In one corner, there was a chair above which a skullcap hung suspended by a cable. There was a pulsing field of red energy next to the chair. The energy field was contained within a circular niche that ran from floor to ceiling. In the center of the space, there was a simple desk, with several books laying upon it. "Books?!" thought Rhodey incredulously. "Now why would they ever need books up here? And why wouldn't an alien society this advanced have everything be electronic, or something." He shook his head in disbelief. "Books."

It occurred to Rhodey that these books might be manuals describing how to operate Ultimo. He picked them up, noting the unusual substance from which they were made; it was definitely not paper! Rhodey quickly browsed through the texts, but he couldn't understand any of the words or symbols within. Many pages contained diagrams, confirming his belief that these were indeed operating manuals. However, Rhodey could not decipher the conventions followed by the diagrams, rendering this source of information useless to the current crisis. "Alien books. Of course." murmured Rhodey. "What else would you find in an alien robot? Well, I'm afraid I wasn't raised to speak in alien." Rather than place the books back on the desk, War Machine opened one of his utility compartments and stored them there. If the Iron Legion managed to survive this encounter with Ultimo, perhaps one of the big brains in the Avengers would be able to make some sense of them. He searched the desk further, looking for drawers which might contain valuable tools. The alien desk did seem to contain compartments, yet they would not open. No keyhole was visible; apparently the aliens used more advanced security measures. War Machine struck the front of one drawer, and a force shield glittered around it, deflecting his blow. The aliens used much more advanced security on their documents. War Machine wondered why the books he had found had been left carelessly unprotected. He also didn't understand why they hadn't fallen off the desk at some point during the passing years.

The next obvious choice of objects that could be useful was the chair with the headset/skullcap. It looked very much like a control chair, with a panel of buttons resting on the arm. Rhodey sat down and, after a cautious look about, removed his helmet. In its place, he lowered the skullcap onto his head. An alien voice began speaking in his ear. The high pitched voice reverberated slightly as it spoke in an almost musical fashion. The presence of this voice; and the incomprehensible instructions that it gave; convinced War Machine that this was indeed the system by which Ultimo could be manually controlled. "And why not?" mused Rhodey. "If I were an alien who wanted to build a killer robot, wouldn't I install a manual override, too?"

Encouraged by this belief, Rhodey tried hard to bring Ultimo to a halt. The instructions or requests made by the voice were as indecipherable as the text of the books had been. Instead, Rhodey pressed various combinations of the buttons on the chair's panel. Unfortunately, his actions produced no visible effects. Disappointedly giving up on this idea as well, Rhodey removed the skullcap, silencing the alien voice babbling its unknown message in his ears. Only one other item in this room seemed to have any potential: the glowing energy field next to the chair. If that couldn't be useful, he would have to decide whether to proceed further into Ultimo; or to emerge and assist his teammates. Rhodey put his own helmet back on; and regarded the pulsing field carefully. It actually looked a lot like the energy that was focused through Ultimo's eyebeams. Was it the same?

As he cautiously studied the red energy, the entire room shook. Before he had a chance to regain his balance, the floor turned nearly ninety degrees and War Machine was hurled into the gleaming red light. When he fell in, the field's glow flared up and expanded, but it died down quickly thereafter. It was no longer pulsing.

"I wonder what that was!" War Machine thought. "Feels like the Legion really dealt Ultimo a nice blow! Well, good for them! Go team, and all that... Now the only thing left is this wee little problem. How do I get out of this laser light show?"

War Machine tried to leave the bright redness, but was unable to do so. It was as if the energy field had attached itself to the armor, or even directly to him. He could move, but only a limited amount, and could not go anywhere near the boundary of the light. When strength wouldn't work, he resorted to weaponry; and cybernetically triggered his repulsors. They worked fine, the blast sped directly out of the red zone and had no effect on it. "Wait a second! I could actually see the repulsors moving. But that's just energy -- it's light! You can't slow light down and watch as it moves! Weird stuff... Anyway, it isn't getting me free any faster, so let's see if a shoulder missile will do the trick." War Machine used the automatic loader to lock another missile into place. Yet when he signaled it to launch, nothing happened. "So physical objects can't leave, huh. But energy can, at a really slow pace. Whoever built this thing had some really bizarre ideas."

"Still, if a repulsor blast can leave, then maybe radio waves can, too." Frustrated; and nearly out of ideas; War Machine began broadcasting on all frequencies, sending out a message to the Legionnaires outside asking for help.

Chapter Eight: The Legion Unites

2:34 AM

As the three Iron Men flew off to Futura to help with the evacuation, Bethany wondered what had happened to Rhodey when Ultimo had fallen. She guessed that he wasn't hurt too badly; Tony Stark made armor designed to protect the user against extreme conditions. She hoped he was okay, but she couldn't take the time to be concerned. She and Eddie had very little time before Ultimo would rise again, and War Machine had made his own choice to enter the monster alone. Besides, she knew from experience that Rhodey could take care of himself.

"So what's the plan? How do we pull this off?" asked Eddie.

Bethany pointed at a path leading out of town and away from where the National Guard's efforts were located. "I think we'll expose the least number of lives to danger if we get him to chase us that way. Keep in front of him, so he'll chase us. Watch out for those eyebeams, and make sure he is always following."

Ultimo's mammoth body let out a horrid creaking noise. The behemoth was beginning to right itself. In its dull mind, it was feeling outrage beyond any level that it had previously experienced. To be felled by five of the not-soft ones was intolerable. The red light of its eyebeams began glowing; the lethal weapon prepared to discharge. The remaining two members of the Iron Legion found this gesture to be unnerving, but it also gave them time to ready the maneuvering software to dodge the impending attack.

Yet no attack came. As Ultimo continued to bring itself back to an upright position, the red gleam of its eyes dulled and went out. "Now what do you suppose caused that?" asked Eddie. "Think he's changed his mind about attacking us? Could this be the start of a kinder, gentler Ultimo?" Eddie chuckled, and the noise sounded odd as the electronic voice modulator in his helmet made it sound more mechanical.

"While I doubt we're seeing Ultimo have a change of robotic heart, this could be a very good thing," answered Bethany. "Maybe those eyethings don't work right anymore. If so, we're a lot less likely to get ourselves killed. But be careful; don't let him fire them off later and catch you by surprise."

By this time, Ultimo was standing tall again. For a moment, it seemed perplexed by the failure of its weapon. Then the crude mind moved on, losing the thoughts of the past in the sea of rage presently directed against the hated red-and-gold ones. Bethany delivered a fierce uppercut to Ultimo's jaw, and Eddie shot pulse bolts down at its feet. Ultimo swiped at Bethany as she flew by, but her armor was far faster than the titan. Now that the eyebeams were possibly out of commission, she risked flying directly in front of Ultimo's face and goaded him like a fly buzzing about. This move had precisely the desired effect; Ultimo tried to swat her, and she flew ever so slightly beyond its reach. It stepped forward to try again, and she repeated the same maneuver. "So this is the plan, Eddie. We keep up this carrot-on-a-stick game until Ultimo is as far away from people as we can manage."

"Can do," answered Eddie. The two of them began the slow process of luring Ultimo away from civilization.

For some time, they continued this tedious process. Without its eyebeams, Ultimo could no longer mount a ranged attack and the giant was too slow to hit them provided they kept their distance. Occasionally, it would bend down to find an object to hurl. When it did this, the Legionnaires would buzz about its face and distract the simple mind back into rage and pursuit. Although they tried to cause minimal damage to the buildings of Futura, it was impossible to herd a hundred foot monster through a city without causing great property damage. Bethany reminded herself that this path had been chosen because it led through a region that seemed uninhabited. "Property damage can be repaired or replaced. The insurance companies will suffer over this, but nobody else is getting hurt." It bothered her to be unable to prevent further destruction, but with these words she consoled herself with the knowledge that the only additional damage was now being done to inanimate objects.

As they came closer to the outskirts of Futura, three red and gold blurs streaked across the horizon. Happy, Carl, and Mike had returned! Happy's voice came in over Bethany and Carl's helmet radios. "Calling Iron Legion Unit A. Calling Unit A. Come in, Unit A."

There was something strained about Happy's voice; something that he was trying to cover up with a lighthearted demeanor. She hoped things in central Futura hadn't gone too poorly. "Yes, Happy?" she radioed back. "What's going on? I thought you three were helping with the evacuation proceedings." Ultimo hadn't noticed the three new arrivals yet, and Bethany needed to split her focus between the discussion and evasive actions.

Carl joined the conversation. "I think I know how to turn Ultimo off and put an end to all this," he blurted enthusiastically.

"Oh? Do tell..." prompted Bethany.

"Well, we haven't been able to beat Ultimo with brute force. I mean, the big guy practically is brute force! I think he could probably take out the Hulk without breaking into a robotic sweat..."

Bethany waited for Carl to continue. Before doing so, Carl paused to take a breath. Ultimo was an alien creation, so perhaps he didn't work the way Carl thought he did. Maybe this idea wasn't going to help after all. Still, it was the only real idea anyone had right now, so they had to try it.

"Well, even though he's big and strong, we know that he's a robot. An alien robot, to be sure, but a robot. And robots run on electricity, as far as we've ever known. I figure that its got to have some sort of battery inside to power some high-tech alien systems."

"So we pull the batteries out?" asked Eddie.

"Not quite," corrected Carl. "We simply turn them off."

Eddie seemed a little confused. "Urm... How do we do that?"

"It's complicated, but here's the short version. Once upon a time, I used an armored suit that had something called an electromagnetic pulse, or EMP, built into it. An EMP basically dampens all electrical circuits within range for about six minutes. So that's how we may be able to turn Ultimo off. Tony built an EMP into these armors for Iron Man. I saw him use it once, when fighting some creep named Firepower. Now we can do the same to Ultimo and shut him down!"

"Will that work?" asked Bethany skeptically. "I mean, Ultimo's pretty big. He's got to be using a lot of power. Will an EMP really be able to sap it all?"

"That's what I asked when he explained the plan to me," interrupted Mike. "Carl isn't sure, but he doesn't think so. He said his old EMP wouldn't be strong enough... Oh, sorry. Why don't you continue. It's your plan."

"Thanks, it's okay. As Mike said, I doubt the EMP I used to use could do it, but maybe Tony's made Iron Man's a bit stronger. I don't know. But in any case, there are five of us here, so together I think we can generate a large enough pulse to take Ultimo out."

"It's worth a try," agreed Bethany. "But what happens to us, in these nice little electric suits when this pulse goes off."

"If Tony based his design on mine at all, we should maintain basic mobility while the power is down. Nothing more for six minutes."

"Okay then, how do we do it?"

Carl had probed the control circuits of the armor as Mike carried him back from downtown Futura. They were similar to the ones employed in his Force armor, albeit being integrated into the overall suit functions in a more sophisticated manner than Carl could have devised. He explained to his fellow Legionnaires how to trigger such a device.

"Okay then. Everybody understand the instructions?" Carl wanted confirmation. This was his big attempt to prove himself as an armored hero and he didn't want to botch it. A general murmur of agreement followed. "Then I recommend that we circle around his chest. Something that big must have a large generator or battery inside, and I doubt the head is large enough to contain it. If we circle around, we've got a better chance of pulsing it from all sides and --"

"It's okay, Carl. We understand," Bethany cut him off gently. Carl realized that he had been babbling and blushed, thankful than nobody could see him turn red under his iron mask.

Ultimo was now aware of the three new not-soft ones. He stopped in his tracks and lunged about, trying to grab or swat or crush his tormentors. Just out of his grasp, the five armored heroes flew up to form a circle around his torso. Mike continued to hold Carl to keep the grounded Legionnaire in place with the rest of them.

"Okay? Ready, everyone?" asked Carl. Without waiting for an answer this time, he continued. "Let's all do this together, for maximum effect. I've got 3:02 AM on my armor's onboard clock. I'm guessing that all the armor clocks are synchronized. So when it changes to 3:03, then do it.... NOW!"

A great crackle of white and yellow energy burst forth from the five armors. The dull red orbs that served as Ultimo's eyes flickered out, as the eyebeams had done previously. Then the giant's arms fell to its side from where they had been slashing angrily though the air. Finally, the now-defunct titan lost its stability. For a moment, it swayed back and forth, then for the second time that morning, Ultimo toppled to the ground! This time it landed face first, and lay with its head half buried in the crater of its own impact.

Ultimo had fallen, but the Iron Legion was not much better off. The five armor-clad novices had flown up to Ultimo's midsection to ensure the success of their attack. It had indeed succeeded, but now the Iron Legion was left sixty feet off the ground in armors that couldn't fly! Carl's elation at the execution of his plan quickly faded as the ground rushed up to meet him. Besides retaining basic mobility, Tony Stark had designed these armors to retain life support functions during the aftermath of an EMP. Thus, the hard polarized metal of the armor; and a weak inertial dampener prevented the Legion from sustaining major injuries in their fall. They would be bruised the next morning, and the impact hurt considerably; but other than that, they were essentially uninjured.

Inside of Ultimo, War Machine had been lying trapped for what felt like an eternity. His odd sense of time, present ever since the encounter inside of the globule, made him unable to gauge how much time had actually passed. His armor's onboard clock displayed that it was 3:02 AM, and he had only been inside of Ultimo for 38 minutes; to War Machine, it seemed like many, many hours had passed. Though he had been broadcasting his distress signal for a long time, no reply had come from the Iron Legion. Had they been dispatched by Ultimo? Was his signal simply not breaching the giant's metallic hide? He had no idea. He wondered how bad the damage outside was. He wondered how long he could remain trapped in this bizarre alien energy before someone would find him or he simply starved to death. He had no intention of quietly dying in the head of an ancient alien machine. War Machine strengthened his resolve and began to consider new ways of freeing himself.

Without warning, the shining red energy field turned off. Rhodey was startled, but moved to take advantage of this new development... only to find that he couldn't move at all. "What gives? Even in that weird red stuff I could still move a little." He glanced checked in with the onboard scanners, only to find that they were all dead. It began to make sense now. "Oh. All systems shut down. Ultimo seems shut down. Looks like an EMP attack to me. Nice going, team!" Rhodey silently congratulated his team on their clever thinking. "Okay, now how do I use this to get out of here before the red goo comes back?" Unlike the red-and-gold armors worn by the Legion, the War Machine armor was unable to maintain mobility in the wake of an EMP attack. Tony had designed that armor with a heavy refractory coating that greatly enhanced its resistance to energy attacks. However, the improvement was the result of a trade-off; the space for the additional coating had come at the expense of the limited EMP shielding circuitry. Until the EMP wore off six minutes later, War Machine couldn't so much as lift his arm. Moreover, if he couldn't move at all, then he'd come back online at the same time as the energy field that had held him captive. "Hurm," Rhodey thought fast. "I need to move, even just a little bit. How can I do that?"

As if in answer, the entire room turned on its side and began moving quickly. A sharp impact soon followed, with a loud crash. War Machine was bounced, none too gently, out of the field cavity and flung over near the door where he had entered. It hurt, but at least he was now free. "Okay, then. I moved. Great. Now give me my six minutes and then I'm out of here!!" War Machine lay upon the floor, silently waiting for the freedom that would inevitably come. He took a grim solace in the knowledge that those annoying little globlike terrors were probably all lying lifeless on the floor of their chamber.

"Ouch. Um, sorry about that. Didn't think about what would happen after the pulse, I guess." Carl apologized somewhat sheepishly to his teammates.

Bethany was in as much pain as the others, but this was still no time to show it. "It happened. We'll cope. What matters is that your idea worked. Ultimo's down. Congratulations. But didn't you say that these pulses are only good for six minutes? Is that just how long we are down? Or does twinkletoes here come back to life then, too?"

"Ah." This was the second point Carl hadn't considered. "Yeah. I'm afraid that we've got six minutes, five by now, to work on him. After that, you're right. He comes online again, and we're back to square one."

"You're the tech whiz, I gather," Eddie addressed Carl hopefully. "Any more big ideas, then, on how to put this lug down for the count?"

Carl thought frantically and furiously. He was good with electronics, but this alien technology was way out of his league. In the electro-analysis lab at Barstow, he worked fine. He could even design crude prototypes of powered armor. But something of Ultimo's complexity? He had no idea where to begin! Reluctantly, Carl prepared to admit this...

"Hey, check that out!" exclaimed Eddie, pointing upwards. The "that" to which he referred was an Iron Man, or rather, two Iron Man NTU-150 telepresence armors flying in to greet them.

"Iron Man's here? Nice!" said Mike, happy to see that the reports of Iron Man's demise had been greatly exaggerated.

"Here we go. Now things will be okay. Tony's the real hero." thought Happy to himself quietly.

Bethany held her tongue and her breath. She didn't know why two Iron Men now flew towards them, but she hoped at least one was Tony Stark.

Carl was just happy that he didn't need to admit how clueless he felt.

With an aura of experience and authority, one Iron Man landed and made his way to the Legion. The other hung back, and looked out over Ultimo's prone body.

"Iron Man? Is that really you?" asked Bethany.

"Yes, it's me. I'm back."

"Then who is that?" wondered Happy.

The first armor fell silent and the second armor made its way over to the Legion with the same poise and confidence as the first.

"This is me, too." The electronically modulated voice was the same.

"Huh? But how?" Happy sounded more perplexed than ever. Meanwhile, the first armor, which now contained H.O.M.E.R., made its way back to Ultimo's fallen form.

"It's a long story. I'll explain later. Suffice to say that one armor is me and the other is H.O.M.E.R., SE's resident sentient computer. Right now he's busy being sentient armor, but we switch back and forth."

Iron Man continued. "Happy. Eddie. Mike. Carl. Bethany. My scans show residual traces of a recent EMP. Nice work. I don't think one, or even two, armors could have taken it down alone, but five should have made short work of Ultimo's innards."

"Wait, how did you know it was us?" Carl was confused now, too.

"The Iron Man armor downloads biological data to H.O.M.E.R.'s mainframe during its operation. A quick cross reference with SE medical records and the Avengers database made a quick match for all of you. As I said, more later. From a distance, I watched Ultimo fall right at 3:03. So we've got until 3:09 to put him out of business permanently. Now it is 3:06. We've got less than three minutes. You've been running the show pretty well so far, it seems. What were you planning on doing next?"

"Well, um. That is..." Carl stuttered.

"Truth is, Iron Man, we weren't quite sure. So if you've got any thoughts, try them out." Bethany was blunt and honest about their confusion.

"Actually, I do." Iron Man replied. "With Ultimo immobilized, I think I can run a sensor scan, crack his command processors, then use a cyber-probe to manipulate them from the outside, shutting him down. All of the armors you're wearing can do that, but it is a bit of a delicate procedure."

"Er, right. Of course." Carl felt silly. He was no Tony Stark when it came to electronic proficiency, and apparently he was no Iron Man, either.

"Okay, Shellhead, go to it then." Mike cheered him on, relieved to have the expert back in the game.

Iron Man did precisely that. His sensor scan worked its way through the myriad of potential code combinations until he found the one that would crack through the command processors. When he was done, it was well into 3:07. About eighty-five seconds remained. Plenty of time, Iron Man thought. Iron Man quickly brought his friends up to date. "Okay, I've got it. Now for the cyber-probe." From the right forearm of the NTU-150, a long antenna emerged. Iron Man flew to the head of Ultimo and began to override it's internal circuitry. The plan was to reroute Ultimo's operating system through his own armor when the EMP wore off, leaving him in complete control of the giant robot.

"Wait a minute. Something's wrong." Iron Man spoke aloud, though more to himself than to his onlooking companions.

"That sure doesn't sounds good." moaned Happy. If Tony couldn't solve the problem, then who could?

Iron Man probed a bit further. He checked the time. Sixty-three seconds left. "There's something more than machine in there. I'm sensing more than just circuitry, there's biology, too. I wouldn't have thought it, but I believe Ultimo's actually a cyborg!"

"A cyborg? What do you mean? How do you know?" Carl was quite curious now, which was helping to get him past the self-consciousness he had felt earlier. To some extent, it made sense. This would explain the choking reflex which Ultimo had exhibited when War Machine had gone down its throat.

"Hold on. Only fifty-one seconds to go." said Iron Man. He ran a second, more detailed scan to figure out how Ultimo was controlled. He had assumed that it was a crude artificial intelligence operating system controlling everything. However, it now seemed that there was no actual operating system. A humanoid brain was hooked into an artificial nervous system and that brain served the functions of an operating system, plus more. Now that he knew there was something alive in there, Iron Man had to be more careful. He couldn't simply let whatever it was die, yet he couldn't give it the chance to become active again. This was a basic biological-cybernetic interface; in theory it was not so different from the one in his own body. Iron Man knew that he hadn't mastered such systems, but he did know enough to shut one down. "It is easier to destroy than to create," he thought to himself. "Making a destroyer like you must have been quite an accomplishment for whoever built you. But imagine if they had tried harder, and used such knowledge to create? A pity. Anyway, Ultimo, time to shut you down..."

Using the cyber-probe, Iron Man gently severed the connection between the humanoid mind and the artificial nervous system that carried out its commands. In lieu of this brain, he placed his own armor in the position of giving directives to Ultimo's towering form. Then he waited for the EMP to wear off and Ultimo's systems to reboot, only this time under his own guidance. There were still seventeen seconds left. Plenty of time.

"Okay, I think I've got control of the thing." Iron Man took this spare time to catch his teammates up once again. "Get yourselves ready; you should all be coming back online in five... four... three... two... and now."

Right on cue, the five members of the Iron Legion saw their helmet displays blink back to life. At the same time, Ultimo's eyes began to redden once again. The giant lumbered back to a standing position.

"Um, Iron Man? Ultimo, is it...?" Eddie was a little uncertain of how much control Iron Man really had over the robot and he didn't want to let his guard down yet.

"No, it's okay. I'm in command of it right now." Tony Stark found wry humor in the fact that he was actually sitting crippled in a wheelchair at SE while simultaneously controlling a powerful suit of telepresence armor and an otherworldly Doomsday machine. Acting swiftly, he restored the life support systems that maintained the mind within Ultimo. Its connection to the gigantic body had been permanently severed, but there was no reason to let it just die. "I stood Ultimo up just to test my coarse motor control over it. Now I'm going put Ultimo's system through a proper shutdown sequence, then we can bring it back to an SE facility where Mr. Stark can study it later."

The members of the Iron Legion each marveled at the confidence in Iron Man's voice and the ease with which he had assumed control of Ultimo's functions -- to the point where he could now even shut the monster off!

Inside Ultimo's thick skull, Rhodey watched as his armor blinked back to life. The six minutes had been tedious, but they had actually felt like six minutes. Had the strange time effects he had encountered finally worn off? War Machine hoped so; the time he'd spent as prisoner in the shimmering field of red energy had felt like an eternity! The red field sparkled back to life, pulsing once more. Rhodey shuddered; he was quite relieved not to be paralyzed in there any longer. The room tilted again and shook. "I guess the big guy's getting back up again. Time for the next round." War Machine decided to make his way back down the entrance shaft and exit Ultimo. Having failed to defeat the giant from within, he had better get back out again and assist the Legion. As he was exiting the chamber, the energy field died once more, but this time Rhodey's armor stayed functional.

"Huh?" Rhodey thought. "Now what's going on? Did Carl or one of the others figure out how to turn Ultimo off permanently?" With Ultimo's systems apparently shutting down, War Machine decided to see if the odd inertial field still saturated this room. He locked and loaded another missile into place, and fired it at the wall of Ultimo's cranium. The adamantium-tipped projectile sped across the chamber at a normal pace, lodging itself in the wall like a deftly thrown dart. "Aces!" thought War Machine. "Time to get out of here!" He readied his plasma cannon and repulsor rays, and began blasting at the wall. Indeed, with the protective disrupter fields down, Ultimo's insides began sustaining serious damage. When the wall looked sufficiently weakened, War Machine loaded an explosive missile into his launcher. Taking aim, he fired at the weakened section of wall. As the missile detonated, light shone through from the outside. War Machine had breached the barrier of Ultimo!

"This battle is over," Iron Man declared. "Well done, all of you. Let's carry Ultimo back to Stark Enterprises and then see what we can do to deal with his handiwork. There's a lot of rebuilding to do now."

Bethany stepped forward. She was about to inform Iron Man that their work wasn't quite done; that War Machine was still trapped inside of the giant's body. Before she could do so, a loud explosion emanated from Ultimo's forehead. Metallic debris flew through the air. When the smoke cleared, she and the rest of the Legionnaires could see a gaping hole in the center of the forehead. Standing in that hole was War Machine, surveying the situation below in a triumphant pose.

From the top of Ultimo, War Machine looked down. All the members of the Legion were accounted for. "Good. Nobody got killed," he thought. "Hold on! There are seven armors down there? Who are the other two? They're remote units... Is one Stark? That @&%$# has got more lives than a cat! Who's running the show for the other armor, though?"

War Machine glided one hundred feet to the ground. He was greeted by one of the remote NTU-150 armors. "Hello, War Machine," it said. He recognized the electronically altered voice. It was Stark.

Chapter Nine: The All-New, All-Different Iron Men?

3:10 AM

"Iron Man." War Machine virtually spat the name out. After all he and the Iron Legion had endured, War Machine was in no mood to see Stark and his smug demeanor.

Tony thought quickly. He hadn't realized Jim Rhodes was involved in this, too. It made perfect sense, of course. Who else would have organized such a band of fighters? Yet once Iron Man had seen Stark technology on the battlefield, he had scanned for all units that were active. War Machine had not shown up on the scan. Could it have been because he was inside Ultimo at the time? That question would have to wait until Tony could get into a lab with the towering robot. Meanwhile, a far different battle now needed to be fought: the battle to win back Jim's trust.

"War Machine, let me guess. You organized this whole thing, didn't you? I must say, you did a very good --"

"That's right! I did it. When you failed, when you were dying, I organized these people and made a team that did what you couldn't do: bring Ultimo down. You once told me to take this armor and prove that I was better than you. I think this proves it, big shot! But it wasn't the armor that did it; it was the fact that I could trust other people. You got that? Trust. Maybe you should try it sometime."

Carl, Mike, and Eddie felt uncomfortable. This little scene felt a lot like watching two friends or lovers argue in a public place; it was none of their business and they didn't want to watch, but they couldn't just leave and it was difficult to simply ignore. They shuffled about and turned away from the dispute. Though Bethany was also disturbed, she stood firm and coolly watched things evolve. Being friends with both combatants, she hoped she might be able to help resolve things later on. Not now, when tempers were flaring, but perhaps in private she might be able to say a few words to Tony and Rhodey separately. In contrast, Happy was getting agitated. He liked Jim, but Tony had been his best friend and he wouldn't just sit back and let Tony be slandered like this.

"Hold on there, WM!" interrupted Happy. "Actually, it was Iron Man here who ended up defeating Ultimo! He's got this big palooka under his iron thumb as we speak!"

Inwardly, Tony Stark sighed. "Dear old Happy. He means well, but I don't think that's what Jim wants to hear right now. Well denying it won't help, and I doubt Jim wants to hear me try to share the credit, anyway."

War Machine couldn't believe his own ears. "You arrogant bastard!" he fumed. "You let everybody else risk their butts, then waltz in slick as glass at the end to save the day?"

Tony tried again. "War Machine, listen. I was trying to congratulate you. Pulling people together to tackle a threat bigger than any of us alone is good thinking, smart thinking! Nicely done." Tony considered how similar Jim's idea had been to his own thought of bringing H.O.M.E.R. onto the battlefield with him, but he doubted that Jim wanted to hear that. The idea of teaming up also reminded him of words spoken a long time ago, when the Avengers had first been founded. It gave him an idea, and possibly a way to earn back some of Rhodey's faith.

"Actually," Iron Man continued, "I'm in contact with Mr. Stark right now --"

Carl cut Iron Man off, "You mean Mr. Stark is okay, too?"

Iron Man turned to face the others. "Yes, Mr. Stark had some medical problems, but he is fine now." He watched as some of the tension visible in Mike, Carl and Eddie faded. Of course they wouldn't know about his dual identity, so seeing Iron Man here was no sign that Tony Stark had survived.

Iron Man began again, "Mr. Stark likes your idea so much, he was thinking of making it permanent." That got everybody's attention; all ears perked up. "Today we've seen solid proof of how much more a team of armored heroes can accomplish than a single Iron Man can alone. Mr. Stark says to offer you all permanent positions with Stark Enterprises, as members of a new team of SE-sponsored heroes."

"All right!" cheered Happy, forgetting his earlier failure temporarily. Here was both a job and a chance to make up for his failures, all in one. "Count me in, Shellhead!"

Carl was incredulous. Was Mr. Stark really offering this former criminal a chance to get back into armor on an ongoing basis? He liked the idea; it provided the opportunity to redeem himself by helping others, instead of harming them. If Tony was going to extend such trust, he would be sure to prove himself worthy of it! "I'm in, too, Iron Man."

Iron Man turned to Mike. "How about you?"

"Iron Man, I may no longer be on the police force, but I've made a career out of serving the cause of justice in different ways. This seems like just another way to do that. So, aye, you can count me in."

"Bethany?" Iron Man was hopeful that she would join. After Rhodey, there was nobody he trusted more. Plus, she was a highly skilled fighter.

"Honestly, Iron Man, the armored hero thing is a little too high-profile for me. I worked as an undercover bodyguard, remember? It's a little difficult to be covert when wearing bright shiny armor. Speaking of which, this armor's shape really needs some major modifications. I don't even want to mention all the parts of me that hurt from being squeezed into this tin can!"

"I know this is different from working undercover, Beth. But you heard Mike, this is just another way to serve and protect. Besides, the armor's metal mesh polarizes into a specific shape based upon the magnetic fields exerted on it. It should be relatively easy for Mr. Stark to re-tune those fields into a 'shape' more appropriate to your unique form. Just give it a try, that's all Mr. Stark is asking from any of you. If it doesn't work out, he can find you another position at SE or you can just leave anytime you like."

Bethany still wasn't feeling terribly keen on the idea. It just didn't feel natural to her. She thought about how worried she had been earlier, when it seemed like Tony had been killed. Twice before, she had taken Tony out of her life. As a result, their relationship had died, and she knew it would not be given a third chance; too much time had passed and the spark had gone out. In the end, what had she sacrificed their love for? A drug-addicted husband who couldn't manage his own life anymore? In the end, she had still lost her husband. She didn't want to lose Tony again; even if they could only be friends, he was important to her and she wanted him back in her life. Besides, she needed a new job, anyway.

"Okay, Iron Britches. You win. Tell Mr. Stark that if he makes me a comfortable armor, I'll try his team thing out." She couldn't resist taking a jab at Iron Man for having to hide his identity, though. "By the way, Shellhead. You've been working for Tony for some time now. What's his medical plan like?"

Eddie had been quiet this entire time. It had been clear that Bethany was joking about medical coverage, but the question was very real to him. He had been forced to retire from a successful career as a boxer because of medical problems. The doctors had told him that receiving too many more blows could kill him. That had been seven years ago, and the doctors had made some progress on him since then. Yet such a risk to his health was still a very real consideration. Eddie hated being limited like this; he had a strong body, why couldn't he use it? Retiring from boxing had been a disappointment, but that was just a sport. Wearing powered armor was about more than just playing in a ring. As they'd proven today, they could save lives. Wasn't the good he could accomplish worth the risk to his own life?

"I'll give it a try, too, Iron Man. Let Mr. Stark know that for me, okay?" Eddie was nervous about this decision. Maybe he could talk to Mr. Stark in private later on. SE had medical facilities advanced enough to bring Tony back from the dead; perhaps they could do something for him, too.

"Excellent," was Iron Man's reply. "So we're just waiting for one more answer. War Machine?"

This discussion wasn't making War Machine feel any happier. To him, it seemed like Iron Man was trying to steal credit for the idea of the Legion. Making matters worse, his headache was recurring once again. After this was over, he would need to see a doctor about them. Three headaches in one night was serious business, especially since they were becoming progressively more intense. "How generous an offer from 'Mr. Stark'. And I presume that this band of armored monkeys would be led by you, right?"

"Actually, no. He had thought the best person to lead this team would be you."

War Machine hadn't been expecting that. "What the devil are you talking about?" He didn't want to play this double-speak game that Iron Man was using to protect his dual identity. "Iron Man, come with me. I'd like a word with you in private, if you please."

The two armored Avengers walked out of earshot from the others to continue their conversation.

During the tense discussion, nobody was really paying attention to the second NTU-150, the one that contained H.O.M.E.R. That armor had been hovering about Ultimo; H.O.M.E.R. was thinking. This excursion in remote armor was the first time that H.O.M.E.R. had had any sort of mobile physical body. Previously, his entire existence had been spent in the complex of computers housed at Stark Enterprises. While that was not an unpleasant existence, the concept of being mobile was fascinating to him. Their flight to Futura was unlike anything he had known before. Apparently, knowing what motion is was vastly different from experiencing it directly. Even though he was never intended to be directly involved in the combat with Ultimo, he was somewhat disappointed that the battle had ended before he had a chance to be involved. He had hoped to observe Anthony and learn fighting techniques from him. He was inexperienced in battle at the present, but H.O.M.E.R. was capable of learning remarkably fast. Anthony and Abraham had built him that way. Perhaps he could have learned how to fight quickly enough to aid against Ultimo if it had become necessary.

H.O.M.E.R. studied the giant robot. The reports stored in the SE computer databases claimed that Ultimo possessed a limited form of artificial intelligence. Now that conclusion seemed less likely, as Anthony had pronounced that a humanoid mind was controlling the giant. In any case, it was certainly less sophisticated in intellect than H.O.M.E.R. was, but it had a large and powerful robotic body. H.O.M.E.R. analyzed that body, admiring the alien handiwork that had gone into it. At first glance, he estimated that the robot was a few thousand years old. To confirm, he scanned the metallic shell; apparently Ultimo was far older. According to the scan Ultimo's body appeared to be several millions of years old. The metal was unlike any Earthly alloy and was certainly constructed to last far longer. A powerful body with a primitive mind. How exactly opposite it was from himself: a powerful mind with no real body. Or at least no real body until now. H.O.M.E.R. decided that he would need to speak with Anthony later about building a physical form for him to inhabit, at least occasionally.

"Stark, what games are you playing here?"

"Jim, I know you're angry about the way I treated you, and I'm sorry. Can we please just --"

"M'man, I am not talking about the past. What are you playing at here and now?"

Tony took a long deep breath. He was not used be being treated with such disrespect; he would not have tolerated it from anybody other than Jim Rhodes. "Jim, this remote armor idea is a bust. I haven't been able to make it work. It didn't help when I was using radio control, but I thought that the link was too slow. Now I've got an instantaneous subspace link, and I'm still not fighting at peak capacity. Ultimo ripped my other armor to pieces! I would never have let that happen if I had been inside. I've been researching projects; by the military and others; on remotely controlled weaponry. It seems like they all have the same problem. It isn't the speed of the remote link, it's in the human factor. It's something psychological. Apparently fighters who aren't actually directly involved in the battle can't quite connect to it on the same instinctual level. Even with the telepresence circuits, I haven't been able to completely overcome that. Probably; I know that I can just log out at any time, and the danger's gone. Whatever it is, I've never fought at peak capacity when I'm not actually in the suit."

"So you want others to do your fighting for you, huh? You won't even trust them with your true identity, but you're willing to let them die for you? What a great man you are, Stark."

Rhodey's words made Tony uneasy. He had resolved to trust his friends more. Yet the secret identity was a big thing. Even the Avengers hadn't trusted each other with such personal knowledge for a very long time. He filed Rhodey's comment away in memory to consider more later. Right now, he wanted to focus on rebuilding his ties to Jim Rhodes.

Tony hated what he had to say next. Admitting vulnerability was difficult for him, yet he knew that he had to. "Jim, I can't walk yet. Remember when I was stuck in that blasted hoverchair after Kathy shot me? It's a lot like that again. I know I did you wrong; I know I should have trusted you. I'm trying to trust you now. I'd like you to lead this team you've assembled for me. Will you do that?"

Rhodey tried to think, but his head was killing him now. Now that the danger posed by Ultimo had been halted, he just wanted to leave this place. Let the Iron Legion have Iron Man and Tony Stark. He wanted nothing to do with either. "Stark, you are playing with fire. Don't jerk me around like this, you hear me?! Take your little Iron Legion and shove it! Next time you get your ass in the fire, don't call me again. You do, I'll make you wish you were never born!"

With that, War Machine slugged the remote armor hard, sending it hurling through the air for at least two hundred feet. It collided with Ultimo's leg and hit the ground. War Machine knew that this was just an empty suit of remote armor, but he wasn't sure if he would have held his temper in check had Stark been inside. Confident that his point had been made crystal clear, he put his boot-jets into overdrive and flew off at top speed.

As he flew out of sight, some vicious thoughts went through his mind. "Damn control freak! Who the hell does he think he is? Asking me to come back and be his little lapdog again. Letting me lead the Iron Legion. I made the Iron Legion! I should go off and have a chat with Justin Hammer or those folks at Roxxon. That would show Iron Jerk who's jerking whom around." The intensity of his anger surprised Rhodey; he knew he would never really betray Tony to ruthless businessmen like Hammer. However bad he believed Stark to be, Rhodey knew that sharks like Justin Hammer, Desmond Mars, and Edwin Cord were far worse. "Okay, maybe I'm pushing it here. Maybe I'd just better go home, pop a beer, and chill out for a while. This whole night's got me reeeeeeeeally tense."

Iron Man landed near where H.O.M.E.R. had been inspecting Ultimo. Seeing Anthony in danger, H.O.M.E.R. quickly flew down to attend to his creator. "Iron Man? Are you hurt?"

The other Legionnaires followed as well, congregating about Iron Man. A general buzz of concern rang out. "You okay?" "You alright, man?" "What happened?" "What did you say to him?"

Iron Man was touched by their concern, but it was unnecessary; he was fine. He had taken harder blows than that one hundreds of times, most recently from the robot that now towered over them all, ominous yet dormant. "I'm okay folks. War Machine and I just had a bit of a disagreement."

Eddie laughed. "Man, you've got a gift for understatement! If that's a little disagreement, I'd hate to see what happens when you have an argument!"

"Me, too," Tony thought to himself. Aloud, he simply ignored the comment and proceeded. "Look, team, it's pretty late. Mr. Stark and I are pleased that you've opted to join his new team."

"The Iron Legion, Shellhead," injected Happy. Tony remembered that Rhodey had also used that term minutes earlier.

"Okay, the Iron Legion, then. In any case, it's late and I think we could all use a good night's rest to unwind. Let's meet in Mr. Stark's office tomorrow afternoon, shall we? We can discuss the details of the Legion then."

"Sounds like a plan, Shellhead" said Mike. The others nodded and murmured their consensus.

"Good. So, we've got just two more things to tend to before we go. One is helping the National Guard in Futura, and the other is getting this baby back to SE." He gestured at the titan towering over them. "Let's do it, and then let's sleep."

Chapter Ten: Epilogue

4:10 AM

One hour later, those who had survived the devastation of Futura were all safe and sound. With remarkable focus and precision, Iron Man had led the other six in the rescue. H.O.M.E.R. appreciated the unexpected opportunity to gain experience in his new mobile body; he was quickly learning to master its many functions. Happy was relieved to have Tony take charge of the situation. He could make a difference by being pure muscle, but he didn't have to worry about making decisions that could cost others their lives. The others were just glad that the danger had passed, and looked forward to collapsing into their beds soon. It had been a long night.

When the work in Futura was complete, they bid a hasty farewell to the commander of the National Guard and regrouped back where they had left Ultimo. "Good, swift work, people." Iron Man congratulated them. "That's what I like to see. Nobody dies when the Iron Legion is around. We're already functioning reasonably well as a team, but I see room for much practice and improvement. Never mind that now, though. There's plenty of time to go over it tomorrow."

"For now, let's just get this thing out of here. There's a large SE warehouse south of the main complex where it can be stored until Mr. Stark can spare some time to look Ultimo over. I don't want to turn it back on and let it walk there. Besides being slow and unwieldy, I'd rather not scare people any further. I doubt the folks would believe this beast is walking around without being a threat, and with good reason, too! So, Bethany, if you and H.O.M.E.R. could grab the arms... good. Then Mike, why don't you and Happy take the legs. Carl, you should just ride on top; once we get Ultimo horizontal. The magnets in the suit should keep you from falling off. I'll take the head; and guide us. Ready? Great, let's go."

The Iron Legion took their respective positions, and together they carried Ultimo's body away into the night.

Meanwhile, a National Guardsman looked after several children who had been orphaned by the Futura disaster. He sorted through paperwork, locating the next of kin. Many of the children were old enough to identify themselves, but in some cases fingerprint records needed to be searched. The night was a long one, and the task was terrible. He hated calling up aunts, uncles, and grandparents; waking them up to tell them the horrible news.

The next child was a cute-looking boy. "Hi there, son!" The Guardsman tried to be pleasant; he could only imagine the horror most of these kids had endured tonight. For the umpteenth time, he thanked his lucky stars that his parents were safe and alive and far away from Futura. "Can you tell me your name?"

"Tim-o-thy." The boy pronounced each syllable carefully.

"And how old are you, Timothy?"

"I'm three and a half years old."

"Really? Wow, that's old! You're a big boy, Timothy! Can you tell me your last name?"

"Okay, it's Selden. Timothy Selden. My Mommy is Jenny Selden and my Daddy is Harry Selden."

The National Guardsman had to stop himself from cringing. He didn't know how to tell this child that he wasn't ever going to see either parent again. He had been doing this for hours, with many different children, and he always took the easy way out: he decided not to say anything.

"My Daddy got hurt when our building fell down. Will he be okay?"

"Um, I don't know. We'll try to find your daddy for you, though. I promise. We'll bring him to the hospital if he's hurt."

"Okay. I hope he's okay." Timothy was clearly trying hard not to cry.

The National Guardsman looked through the paperwork, finding Timothy's records. Nothing was listed in the birth certificate pile, so he checked the adoption papers. There he located the orphanage that had allowed the Seldens to adopt Timothy. There was a phone number for the orphanage, so he reached for the phone.

"Hello? Emma Goldman Memorial Orphanage." A sleepy voice answered the phone.

"Sorry to disturb you, but you're listed as the next of kin for a child who was in your care three years ago. There's been a disaster, and both parents have been killed."

"Okay, okay. Hold on. Let me check. I'll see what I can find out for you. Hold on." The National Guardsman was put on hold for several minutes. Eventually the graveyard shift at the orphanage picked up the phone again. "Okay, I'm in the computer records now. Can you give me the last name of the boy who has been re-orphaned?"

"It's Selden. Timothy Selden."

"Selden, huh? Selden, Selden... There, I've got it." An astonished whistle came over the phone line. "Apparently, the kid's real parents aren't dead. He was placed into our care by none other than Tony Stark! Wow..."

Several hundred miles away, in a Los Angeles loft, Philip Grant (a.k.a. the Raven) and Marcy Pearson were focused on a computer display. For hours, the Raven had been skirting his way around the intrusion countermeasure electronics (or I.C.E.) that protected the SE computer network. Even for a cracker of his extensive experience, this was a difficult system to break into. It had been designed by Abe Zimmer to be virtually impregnable. At the highest security levels, it was.

"Damn," muttered the Raven. "I can't get root access. It's too clever for me to get all the way in."

"Is it clever enough to keep you all the way out?" asked Marcy skeptically.

"Nah, I'm in the system already. I've got access to most of the SE computer files, just not the high security stuff."

Marcy wondered what sort of files got classified as high security. She was being paid a lot of money by her mysterious employer to find dirt on SE. For whatever reason, her employer wanted to ruin SE's public relations, so they hired a talented PR person to do the job.

"There's a lot of dirt here, you know," the Raven remarked. "Stark's done a good job of keeping his own name clear; anything directly owned by Stark Enterprises is squeaky clean. He's got this other multi-national under him, though, called Stane. And Stane International has its fingers in all sorts of grubby little pies!"

This was just what Marcy had been waiting to hear. "Excellent. What sorts of pies?"

"Well, you've got basic run-of-the-mill stuff, like bribing politicians. Then there's some blatant disregard for environmental laws, illegal use of force against trade unions, several mysterious deaths at Stane plants... and the best is this: apparently, one of the Stane companies has been financing criminal activities in return for a share of the profits!"

This was even juicier than Marcy had expected. "Let's grab copies of those files and get out before anyone notices we've been here." Her employers had made it clear that her bonus was contingent on them finding dirt on Stark and getting away undetected.

"Copied...... and logged out. Perfect getaway; no trace that we were here." The Raven was annoyed that he hadn't been able to crack the computer system entirely. Although they'd accomplished their job, he was interested in cracking more for the challenge. The money was secondary. Noting the paths he'd used to gain access, he vowed to test his wits against Stark's again sometime soon.

"Fantastic! Now we just need to e-mail these files to several media sources, and our job here is done."

The Raven delivered a few swift keystrokes to his computer. "Consider it done," he said. "My, oh my." He smiled. "The fit is really going to hit the shan now! Whoever hired you to do this, they must really have it in for Tony Stark."