WHAT IF...? has taken you to many different worlds, and has allowed you to see many different possibilities, all of which spring from one universe: the Marvel Universe with which many of you are familiar--the Marvel Universe that has presented those possibilities for over thirty-five years. This tale of WHAT IF...? will allow you to explore that universe even further, and learn a possible truth to a missing year, as it asks the question...What if the Avengers never broke up?

It had returned. The War Machine--the alien armor that Jim Rhodes had donned for a time--was aboard the ocean vessel that had been acting as the Avengers' home in the Gulf of Mexico for the past few months. After somehow escaping from Rhodes' onboard computer, the armor ambushed him. And while Rhodes could not be entirely certain of its intentions, he knew that it at least meant to kill him.

Rhodes had earlier managed to shut off the computer terminal, apparently obliterating the armor, as it used the computer as a sort of umbilical cord. Still, Rhodes surmised that it had found its way out of another computer on the tanker. He could turn that console off as well, but the armor would undoubtedly find yet another computer to attach itself to. His only remaining solution--his only chance at life--was to shut off the power to the entire vessel, and destroy its computer network.

"Not a pleasant solution, I'll admit," Rhodes huffed as he listened for the War Machine's approach from the corridor to Rhodes' office, "but it's better than being consumed by my own wardrobe!" He was a mercenary for a time, and Iron Man as well as War Machine--surely he could outlast a lifeless suit of armor.

There were two exits that led out of the office. As War Machine approached, it's footsteps growing louder, the armor's hum pulsating through the ship, it had one doorway covered. Rhodes sprinted for the other exit and into the corridor, trying desperately to weave his way through the cramped, leaky corridors of his old tub, to the main power unit on the bottom deck of the large tanker. The three wounds he had acquired in his initial encounter with the lifeless Warwear only intensified his dire situation.*

(*see last issue)

He had cleared three decks already, and had four more to go, and had yet to even catch a sound from War Machine. However, as much as he wanted to feel relief at losing the armor, he did not dare let his guard down.

And rightfully so.

As Rhodes darted through another room, the armor appeared just beside a computer console behind him, and took aim at its prey. The ominous hum of the armor gave Rhodes a general idea of its position, and as he accelerated faster around a corner to escape War Machine's sight, he felt the singe of laser pulses just shy of his heels. This War Machine was not as accurate as it should have been, but it managed to cause enough damage to force the metal floor to drop from under Rhodes' feet, causing him to plummet one story down. As painful as the fall was to Rhodes' soles, it worked to his advantage, as he was now that much closer to the main power unit. Three decks to go, and now he boasted a head start.

He made his way down a spiraling set of metal stairs, but once again heard the hum of War Machine just under the spray of the armor's thrusters. It was a race to the bottom deck--winner takes all.

Rhodes stumbled through a large puddle of musty, stagnant water, reminding him just how unfamiliar he was with this tanker. Of course, at this point, all he needed to know was where the main power unit was. One last set of stairs, and he would be there.

But not before War Machine managed a desperate laser attack as Rhodes turned the corner to the stairway. Of the swarm of lasers that was launched, four hit Rhodes in the back and arm, causing him to cry out in pain. As he ran faster for the power unit, he could feel his shirt soak with blood and tear in the places that he had been hit, and he cursed the armored creature; his lost friend Tony Stark had given him this shirt.

Once Rhodes found the power unit, he nearly panicked when he could not find the levers that shut off the power. He found only...nubs, cut off cleanly by laser rays. War Machine had apparently anticipated his move, and destroyed Rhodes' only chance at stopping it. He looked back at War Machine, who strode confidently down the steps, and for the first time during this ordeal, Rhodes detected emotion from the creature: pride.

Rhodes could not have this, and so he reached for an errant metal rod.

It would cost him millions of dollars; it would cost him his ship; it would cost the Avengers a home; but most importantly, it would cost War Machine its arcane, sinister existence. It was a metal rod that pierced the protective casing surrounding the power core of the tanker.

As Rhodes promptly let go of the bar of iron, the lights above him flickered, dimmed, and finally flickered out. And the hum...the hum was no more.

In the darkness of the bottom deck, the sweet silence reigned for only moments, and then a telltale KLUNK! signaled Jim Rhodes' lapse into unconsciousness.

"Cripes!" cried Techno--also known as The Fixer--one of Baron Zemo's Thunderbolts--also known as the Masters of Evil. "I lost it, Zemo!"

Baron Zemo stepped away from one of the dark room's many monitors and briskly approached Techno's cyber-harness. "Incompetent fool, Techno! How could you fail?! You have the tools of the government and Four Freedoms Plaza, as well as a near-indestructible suit of armor we retrieved from the Stark/Fujikawa computer network and a cache of robotic weaponry at your disposal, and you failed?!"

Techno unstrapped the virtual gadgetry from his body and slung it across the room. "You don't think I feel like spit, Zemo? I was just getting used to that robotic armor, too! It felt so...natural! And now it's gone!"

Zemo tried to retain some equanimity, and returned to his post viewing the numerous monitors along the wall. "Rhodes?" he asked through frustrated sighs.

"He lived."

"And the vessel?"

Techno pouted out of the harness and toward the chamber's exit. "Rhodes was forced to destroy the main power unit. I guess...I guess we can mark that one in the win column." As he walked shamefully out of the room, he groaned under his breath, "Lonemancan'tstopcyberneticsuitofarmorstupidstupidstupid..."

Zemo could not hear the slamming of the door, for his attention was focused on the center monitor, as another of Techno's creations wreaked havoc with the two youngest Avengers in Central Park...

Thanos of Titan had somehow arrived, and he appeared with the intention of battle with the three figures who stood alone in the park. Sparks of cosmic power rippled across the grass between them where he had just initiated his attack. Quasar instinctively stood in position in front of Limbo to protect her. Ulysses Klaw, on the other hand, thought not of protection, but of combat...

...and betrayal.

Klaw began to take aim at Thanos, but turned his blaster to Quasar and, before the Cosmic Avenger could react, he and Limbo both were forced several feet and landed on their backs by the power of Klaw's solid sound blaster. Thanos glared at Klaw without emotion, and followed suit with a blast of the Power Cosmic at the immobile heroes, striking them both.

As Quasar writhed in pain, his mind was at work trying to find a reason why Thanos' awesome power had not yet killed he and Limbo both. He must have had plans for the two of them, and needed them alive. If Quasar could help it, the villain would get neither of them.

"Beth...Limbo..." he grunted, looking into her desperate eyes as she lay beside him, "...you must teleport yourself out of here while I try to hold off Thanos and Klaw."

Limbo was hardly responsive. "Betrayed...again...Klaw betrayed us--"

"Of course he did!" Quasar replied. "It was only a matter of time! Now go, Beth! Go on!"

Limbo shook her head through her convulsions. "I'm...not leaving you...Wendell. We...stay together...for...ever." Upon hearing those words, Quasar hoped that Thanos' Power Cosmic had not left her delusional.

The rustling of now-dead grass signaled Klaw's presence. "You've been down a while, Marvel Boy. Does this mean you give?"

Quasar looked up at Klaw with a gristled brow. "I'll give alright," he squinted toward Thanos, who was feet behind Klaw, "I'll give you this!" He launched a powerful assault from his Quantum Bands at Thanos, and did not let up until the madman fell. Once Quasar leaped from his protective cover over Limbo, she surprised Klaw with a foot to his abdomen.

"Traitor!" she cried.

Klaw doubled over, then stood straight again. "You thought you could trust me, girl? I'm Ulysses Klaw," he took aim at her head, "'nuff said." Before he could get a shot off, she disappeared in a blinding flash...

...and reappeared directly behind him, placing an elbow into the back of his neck--a maneuver she had perfected in her time using her teleportation powers with the NYPD.

Quasar flew several feet in the air to escape Thanos' furious grasp, and continued to launch Quantum constructs at the Mad Titan, not once holding back his power as he dodged Thanos' power bursts. This was Thanos of Titan, after all, a man who had battled many of the galaxy's strongest heroes into submission. Quasar was well within his rights as noble Protector of the Universe to use this much force against Thanos. It was not his intention to kill Thanos, and he knew he could not even if that was his goal. Thanos was just too powerful.

Or so he thought, until one of Quasar's blasts sent the behemoth back to the ground, motionless upon impact.

Could this be? Had Quasar just killed Thanos of Titan?

As Quasar cautiously approached the still body, the battle between Limbo and Klaw raged on. Limbo snarled upon being stricken by one of Klaw's solid sound creatures, but eventually destroyed every construct in her path as she marched toward Klaw himself.

"You're exhausting even me, girl," Klaw said. "But you won't URK!--"

Limbo clutched Klaw's thick neck in her left hand and looked coldly into his eyes as the master of sound tensed up in silence, too stunned to react. "Silence, traitor. My friends, my fellow officers, the Thunderbolts, and now you--you've all betrayed me. They all succeeded in taking all that I have, but you will not. I live only for one thing now, and you will NOT take him from me."

She squeezed tighter around Klaw's neck, and if the master of sound had any thought, it would be how much Limbo sounded like her "alter ego", the Crimson Cowl, just then*. Before he could mentally command his blaster to disable Limbo once and for all, the oxygen to his brain was cut off, and his head slumped over in rest.

(see issue #4)

Limbo dropped Klaw from her grasp out of disgust, and turned to Quasar, who rose from the body of Thanos.

"Looks like we win, Wendell," Limbo said as she approached him.

Quasar looked not at her, but passed her, with the same stunned face that Klaw earlier held. "He's...dead. Thanos is dead." He paused, and before Limbo could reply, he stared down at his Quantum Bands and shamefully proclaimed, "I killed him."

Limbo felt for him, but tried to comfort him with a gentle hand on his caped shoulder. "It's okay, Wendell. He was Thanos, after all, and--" "No, Beth, you don't understand. This name, these bands, they mean nothing now. I've killed, and even if I can ever forgive myself, the legacy...the legacy of these Quantum Bands, it never will." He shuddered, and suddenly flew off without another word.

"Wendell..." Limbo pleaded as he shrunk into the air just over the rising sun. "Wendell! Come back! You can't leave! Not you too!" By the time she realized he could not hear here, she merely groaned, "It...happened again. They did it again."

And then she looked back at Klaw's limp body, lying in the harsh, dying grass, and she could only think of all the anger, the pain, and, to her confusion, the possibilities.

Zemo looked down at the Thanos-clone's life-sign readings. Techno had nearly outdone himself with this genetically engineered vessel of destruction, but there were still bugs in the clone's system, undoubtedly the result of its hasty construction.

Technically, the clone had failed in its mission, but Zemo had few regrets. After all, thanks to its internal organs essentially shutting themselves down before it could kill Quasar, the Cosmic Avenger mistakenly believed himself to be a murderer. Surely that shock would send the pitiful hero into seclusion from the Avengers, and perhaps everyone else.

Klaw, on the other hand, was a different story. He had come to Zemo in the hopes that they could work together to destroy the Avengers--Zemo from without, Klaw from within. Now, Zemo wanted to call Klaw a failure, but upon seeing this new, sinister look in Limbo's eyes, via the Thanos-clone's belt-cam, he knew the girl could only be up to no good, and that could not bode well for Black Widow's schemes against him.

Using the same technology, Zemo hoped to similarly guess the thoughts of another Avenger...

Carol Danvers remained in the bar into the early morning hours, just as New Yorkers were starting for the bustle of work.

The thought of the city streets, scattered with unruly people, reminded her of how much she wanted out of the chaos and madness that was the Avengers. All she needed--all she ever needed--was some order and stability. After shifting from the Air Force to the Avengers to the X-Men to the Starjammers, she had hoped that joining Black Widow's secret team of Avengers would provide that direction and balance that she needed.

She was wrong. Just as an earlier visitor had said, Carol was the only sane person in an insane organization. To remain with the team was to invite pain.*

(*see last issue)

Since the team had reformed, Limbo had been added, Hulk had come and gone, and Hercules had just left the previous night. It was no secret that Quasar was a reluctant member, and that the only thing keeping him on the team was Limbo. That boy, he could just dash off at any second. And Klaw...for all the reasons that he should not have been on the team, he represented only a portion of the chaos that resided in the Avengers.

Even more, Carol's Binary powers had mysteriously begun to fade,* and there were only two people who could calm her worries about that: Hercules, and Jack...Daniel's. Now, Hercules was gone.

(see issue #3)

And so she continued to drink, and she could do more.

Yes, she could do more! She could stand up to Black Widow and leave the team, just like her visitor had suggested earlier. She could make a life for herself outside of her Binary costume. She was a magazine editor once, and a darn good one. She was an excellent writer--perhaps the best in the city--and had plenty of great story ideas just itching to get out. She was so much more than just Binary.

And so she continued to drink, and she could do even more.

Of course she could! She could form her own superteam, and take down Baron Zemo her own way. She had the experience. Heck she was in the top five--no, she was the best superheroine there was. And once she got done with Zemo, she would go after other villains. She could never be stopped. She was Binary.

And so she continued to drink, and she could do anything.

Oh, and what she could do! She could remain with the team, by far its best asset. And she could prove to the world that despite any obstacles, any lack of order, Carol Danvers--Binary--needed no one. She could take control of the team--by force, if necessary--and return to the Avengers their good name. She was the only hope for the city--no, she was the best hope for the world.

She was Carol Danvers--Binary--and by the time she walked out of the bar, thoroughly intoxicated, she was an Avenger, whether anybody liked it or not.

Zemo was mildly discouraged to see the look on Binary's face that the small, hidden camera that Moonstone had placed on the barstool next to Binary caught. It was a look of...cheer, and inspiration. This could not be good for his plans.

However, even if she had chosen to remain an Avenger, she would be alone in her cause, for Rhodes was incapacitated, the tanker that had acted as the Avengers' home was useless, Quasar was gone, and Limbo had perhaps chosen another route.

And Black Widow, she was faring none too well herself...

Black Widow lay helpless on a rooftop, bleeding from countless parts of her body, proof that she was losing this fight.

Her opponent, the tall, dark figure of Bullseye, stood over her, prepared to deliver a deathblow. "I look at you Widow," he smiled, "and I realize you gotta be thinking, `Where's Daredevil when I need him?'" He kicked her in the stomach, for his pleasure alone. "He's not HERE, Widow. But I AM!" He kicked her again, and again, and she could feel ribs crack and bones shatter. "I am! I am! I am!"

Her spirit to fight never died inside of her, but her body had given in, and too easily, she thought. Any other night, she would have stained the rooftop's paint with Bullseye's blood and shook her head at his pathetic body. Tonight, however, it was she who was pathetic. Not just because she was taking the most dire physical punishment of her life, either. It was how she felt before her encounter with Bullseye, before this beating.

All her life, she depended on nobody but herself. She worked best alone, she often boasted. Recently, that was not the case, partly to her regret. Hercules, he had kept her going. His noble spirit, his compassionate heart hidden inside the body of a warrior-born, was what she depended on to lead her Avengers. She knew that without him, her authority meant nothing. She knew that now that he had left, the Avengers would break apart.

That is, if she lived through tonight. If she could just make it alone, one more time.

"I'M here, Widow! I am!" Bullseye laughed as he kicked her some more, harder each time. "Not Hawkeye! Not Daredevil! Not the Avengers! I--"

"You're wrong, Bullspit," a voice rang out from behind. "The Avengers ARE here. And you...you're finished."

Black Widow forced her beaten body to turn, and she could barely force a smile as Bullseye gasped, "Quicksilver! Black Knight! How--"

"Hush, fool," Quicksilver commanded as he whirled around the stunned Bullseye, jabbing him with punches with every blinding spin.

Once Quicksilver ceased his attack, and the bloodied Bullseye was somewhat able to see straight, Black Knight's steed trotted closer, and Black Knight placed his Sword of Light directly between Bullseye's eyes. "You thought that Black Widow would be the one left here to die, didn't you, Bullseye? But now you see...you see that the Avengers always stick together and that you...you're the one who will be left here...alone." Just before Black Knight took the blade from Bullseye's view, the villain fell to the ground, unconscious.

Quicksilver rushed to Black Widow's limp body and turned her to face him. "Natasha, is it as bad as it looks?"

"How does it look?" she asked.

"Bad." Black Knight smiled as he climbed from his winged horse.

Black Widow replied with a smirk of her own, but in truth, she was full of life now with the appearance of these two Avengers.

"We're here to join you, Natasha," Black Knight said. "We belong with the team, and whatever you want us to do, we'll do it."

As the two heroes took Black Widow over their shoulders, she looked at them both through her reddened eyes and knew that, despite Hercules' departure, the Avengers would do fine--and Zemo's days were numbered.

At the sight of Black Knight and Quicksilver through the small camera on Bullseye's suit, Zemo emptied his gun on the monitor, though it only took one bullet to tear through the screen.

"The Avengers! The cursed Avengers! They're like a rash, they are! Just when you think they're gone, more show up to take their place!" Zemo loaded his gun again and began shooting at the remaining monitors in the room. But his angry cries could still be heard over the incessant gunfire. "Cybernetic equipment, clones, psychology, hired assassins--what good is it all?! What good is it when the Avengers are so abundant and so...so loyal?!" The gunfire continued into the sunrise of morning.

Next issue: The Avengers return to the tanker, and find themselves in the beginning of an "Awesome Adventure!" Guest-starring Doctor Strange, Cable, and the most unexpected heroes of all! You can't miss it!

TO BE CONTINUED!