MAY  
YEAR THREE 
431
"Doorways" 
by Scott Harris
 
And there came a day, a day unlike any other, when Earth's mightiest heroes and heroines found themselves united against a common threat. On that day, the Avengers were born-- to fight the foes no single super hero could withstand! Through the years, their roster has prospered, changing many times, but their glory has never been denied! Heed the call, then-- for now, the
 Avengers Assemble!
 
What Has Gone Before: The Avengers were startled when a Shi'Ar cruiser containing their one time ally Deathcry crashed into New York. She delivered a cryptic message about the Avengers; deciding they had a responsibility to her, they traveled to the Shi'Ar empire to discover the problem. before they could find out much, though, they were shot down in a battle over Galador, home to the Spaceknights. After crashing on Galador the Avengers were shocked to learn that Ultron-17, their greatest enemy, had become leader of the Spaceknights. Even more shocking was the discovery that he had become a Spaceknight himself, having a human soul grafted to his consciousness. While the Avengers were wary of Ultron and his offer of alliance, they were forced to join him when a group of Dire Wraiths kidnapped three Avengers. Now the Avengers rush to find their missing companions and the lost Rom, the only hope for peace, while Ultron and the Spaceknights ready themselves for an assault by Gladiator and the Imperial guard. Got all that? Then here we go...
 
IARA

It had begun. Iara the Watcher stood in his ancient citadel, high above Galador and looked down with what could almost be called fear. For untold years he had watched, traveling with Galador when it was sent hurdling through space by Galactus, enduring the assaults attempted by less wise Dire Wraiths, watching, chronicling, always above the fray. But this time...

No, no, he cautioned himself. he would not break his oath, though he knew of others that had done so. He would watch. A sigh nearly escaped his lips. It had begun, the end game that would likely destroy everything he had come to treasure in his life, and he would do nothing except watch. Even now the Shi'Ar troops swarmed across the ravaged landscape, the Imperial guard at their head while miles away the Spaceknights waited in silence for the assault. Below, with a flick of his thoughts, he could see the Avengers being led ever deeper through ancient caves, led by their mysterious cotati companion. And below that, darkness and fear and the stink of old death as the Dire Wraiths readied themselves for their greatest task, bringing the Lurker on the Threshold into this dimension.

There were things he knew, things that no one else could hope to know, that could turn the tide, save this planet from the horror that was creeping upon it. By the end of this night, if these fragile men and women below failed, this world would be lost. And he could stop it all, perhaps, with a well placed word. But he would not interfere. He would watch.

He watched. And if someone had been watching him that moment, they might have seen his lips move silently and might have wondered what gods a watcher prays to.

ULTRON

Ultron stood atop the ramparts of the ancient palace and waited. The Shi'Ar were nearly upon them. Others among the Spaceknights could already see them, or sense their thoughts, hear the wind, smell their fear and strength, feel the displacement of space. Ultron could do none of these things, but he knew they were almost upon them. He could tell by the body language of those with such gifts, the way the shifted, the way a head would cock to the side, the tightening of a hand into a fist. It wouldn't be much longer now. Ultron knew it and stood like a statue, staring towards the horizon. The other Spaceknights took strength from this, from him, he could see that just as well. They saw him standing, unmoved and stood straighter themselves, relaxed a bit, gained a bit of confidence.

Not one of them knew that for the first time in his life, Ultron felt doubt. Before becoming a Spaceknight, before he had undergone the Process and had the soul of a murdered Galadoran merged with his armored form, he had never doubted. He was Ultron and that was enough. Would always be enough. His confidence was unwavering. Now, he wasn't sure.

He hated the feeling and took solace in his hate. Hate was familiar to him, long his only friend, and he welcomed it. A flash of light to his left reminded him momentarily of the sacrifice he had had to make to become a Spaceknight. Corm the Defender, his second in command, positioning their thin line with a wave of his adamantium arm. Adamantium culled from Ultron himself when they had discovered that properties of the Galadoran metal were necessary to facilitate the Process. And so he had given up part of himself in exchange, given over a bit of his skin. It wasn't a huge difference, this adamantium mixture; not even enough weaker for the mighty Avengers to notice. But he knew he was weaker and it was enough to cause doubt.

"Sir...Ultron...may I speak with you for a moment?"

"...Weronna. Yes, speak." It took him a few seconds to realize who was speaking to him, the hate washing through him.

"Ultron, I...I just wanted to speak of a personal matter." She hesitated. "I...it's possible we may not come through this and I wanted to tell you that..." She paused, flustered; Ultron didn't turn to look, didn't acknowledge her at all, his stare fixed on the horizon. "Ultron, I..."

"They are here."  His voice cut through. Weronna turned; a distant cloud on the horizon, moving closer, now accompanied by the distant shriek of engines. "They are here." He said again and a chill ran down Weronna's spine at the tone of his voice. He hadn't even heard her, she realized. The first missiles struck as she turned and left.

ROM

He had bided his time. There had been no other choice. They had kept him apart from the others, unable to say anything, to plan anything, unable to do anything but think and worry. Unable to do anything but remember the face of his wife, Brandy Clark, as they pulled her into a separate chamber and the screams of his children as they were pulled from him. There was nothing he could do for fear they would be hurt.

He had bided his time until now. When the Dire Wraiths, suddenly hurrying, nervously rushing to and fro, had pulled his wife from the distant cages where the hordes of captives sat, he knew he could wait no longer. Something was happening, he realized, something had upset their plans and now they were going to sacrifice them all. Starting with his wife. With Brandy.

Walking over towards the gate of the pen where the Wraiths had put him, Captain America, Dr. Amazing and the Beast, Rom slowly bent down and, without a word, picked up a jagged rock and hurled it with all his strength towards the Wraith guard who stood at the gate. Distracted by something beyond their range of vision, the Wraith never saw it coming; with a soft and faintly hollow thud the rock struck him in the head, causing a gout of blood. Dazed, the guard staggered forward a couple of steps, then turned to stare unfocused at Rom and the other prisoners.

Though he had hoped to knock the beast out, Rom wasted no time with regrets, instead rushing towards the gate. Before he could reach it, though, the blue form of the Beast bound across the room and with a mighty yank tore the gate free. The guard, still stunned, seemed surprised, then visibly pulled himself together, startled into coherency by the sudden actions of the prisoners.

"Alert, the prisoners are..." the guard never finished his sentence as a one-two combination from Captain America and Rom put him out. Beyond the gate to the pen the other guards were gathered around one of their brethren, talking animatedly; whatever was distracting them was taking up so much of their attention that none of them had yet noticed the prisoners.

"We've got to move now, we'll never have a better opportunity," Cap whispered to the others. "Be careful, though, we got lucky with this one. These wraiths are extremely strong and tough and..." Rom cut him off with a wave of his hand.

"Free the prisoners, Captain America, its our only chance. I must save Brandy." He offered his hand. "Good luck." They shook and without a word the three men surged forward, barreling into the startled group of wraiths.

QUASAR

"Die!" The wraith screamed, tendrils of black smoke rocketing from his fingertips. Namor ducked between them, twisting in midair to avoid the wraith's black magic, and swung, his fist connecting with the crunch of breaking bones. The wraith, blood gushing from his face, fell, the smoke tapering off as his body landed among the others.

"Nice work, Namor. That's the last of them, lets go." Quasar said, nodding. They had met their first resistance a few caves ago, but it was getting heavier. We must be getting close, he thought, but close to what? It galled him that he had been unable to get much more than cryptic epigrams out of their guide. He choked back a sigh of frustration and tried again as they flew through the caves.

"If you don't mind me asking, what exactly is your stake in this?" Quasar said, glancing over at the glowing green form of the man once known as the Swordsman. The cotati's appearance on Galador had been a surprise, but after the other events of this trip, nothing truly surprised Quasar. He half expected Twinkie the Kid to appear in a puff of smoke and use his six-guns to slaughter the Imperial Guard.

"My stake? It is as always: the survival of my race is a very precarious thing and I act to try and secure our situation. Unfortunately our survival is still tied up with that of these other more aggressive, war-like races, so I go where I must to try and influence things."

"More warlike? From what I heard about the death of the Celestial Messiah that's a rather ironic comment" Quasar said.

"Make no mistake, earthman," the cotati said slowly, as if weighing each word. "As with your own people my race does not always move or act with one voice. I cannot claim to agree with the actions of the cotati council, what they tried to do, but there was little I could do to change the course of things." Then, almost as an afterthought, "At that time, anyway."

"What do you mean?"

"Consider the tales of your own earthly "messiah" and ask yourself if his death really signals the end of things...or just the beginning?" Quasar opened his mouth to answer, surprised, but suddenly a cry interrupted him.

"Fools! You have sealed your death!" And another group of wraiths rushed to attack while Quasar wondered just what the cotati was trying to say.

    ULTRON

The first attack had done little; long range missiles, rockets and lasers streamed at the Spaceknights but never connected; a dozen dozen shields, force fields and counter-attacks erupted from the waiting Spaceknights. There was a brief cheer as the last of the Shi'Ar attack was deflected but Ultron cut it short with a brief turn of his head.

"Hold off, they are just testing you. Don't give so much away." He restrained himself from using stronger language, though now the anger he always held in check was close to overpowering him. His foolish Spaceknights had no doubt just given the Shi'Ar a wealth of knowledge about their defensive capabilities, but it was of little note. The battle wouldn't owe much to such things. Ultron wasn't deluding himself; there was no way such a small number could hope to hold out for any serious length of time against such overwhelming odds. He just hoped the Avengers wouldn't fail him; they had to return with Rom alive or this world would be a ruin once more by nightfall.

Such thoughts slipped from his mind as the first airborne troops arrived. A cry arose from the Spaceknights and a wave of them took flight, leaving the relative safety of the palace to do battle. Individually the Spaceknights were great warriors, but they were trained, designed even, to act alone. Ultron had done what he could, trained them with what teamwork concepts he had taken from the Avengers in his years of studying them, but he knew the Shi'Ar were far better trained in such things. The Spaceknights and Shi'Ar clashed and the carnage began.

Ultron ignored it, his robotic eyes scanning....there. He saw the first of them. It was Smasher, of the Imperial Guard, flying at him. Hmm, he hadn't realized Smasher had flying powers; must have some sort of flight ring or something.

"It's over for you, Spaceknuuuuurgh." Smasher grunted as an encephalo beam blasted through his head and out the other side. Ultron had no idea how the beam would effect non-humans, nor did he much care. As Smasher's body careened into the thick stone wall of the palace Ultron jumped off and began making his way for Gladiator.

The battle now raged all about him, Spaceknights in groups or alone fought the Shi'Ar shock troops, incurring heavy damage. Ultron saw a Spaceknight take down four Shi'Ar warriors, only to stagger and fall as Oracle of the Imperial Guard blasted himwith a pshycic burst. Ultron ignored this. Before him he could see Gladiator standing on a floating command platform beside a corpulent Shi'Ar officer in an overwrought uniform. He took a couple steps towards them, then stopped as a torrent of electricity surged from the ground, engulfing him.

"Warstar, I have him, finish him off!" A voice cried. Ultron turned slightly, recognizing Electron a moment before the modular cyborg called Warstar appeared, swinging a thick armored fist at him. Ultron caught the fist in his hand and, reaching over the larger B'nee's head he grabbed the tiny C'cll and tore him free of his roost.

"I don't have time for this pathetic nonsense! Aside!" Ultron growled, heaving C'cll into the startled Electron; Electron didn't have time for more than a quick exclaimation before the cyborg blasted into him. The two of them crashed to the ground; Ultron didn't bother checking on their status. Brushing aside a pair of punches from B'nee that would have killed most beings Ultron grabbed B'nee's arm and tore it free, then swung it like a bat, knocking B'nee to the ground. He then stepped over the already forgotten Warstar and into the path of Gladiator's platform.

"You must be Rom," Gladiator said from his perch, looking down with a frown.

"Rom! I am Admiral Senshain," the puffed up official beside Gladiator said angrily, " and I am here to demand your unconditional surrendor to the mighty forces of our most gracious majesty..." Admiral Senshain's sentance was cut short as a pair of eyebeams from ultron abruptly incinerated his head. The smoking body tumbled and fell into the mud behind the platform.

Gladiator spared a brief glance, then turned back to Ultron. "Your reputation does you honor you do not deserve, Spaceknight." He said, landing the platform and stepping off. Ultron looked at him for a moment, knowing the real fight was about to begin.

"You have made a very great mistake, Gladiator," he said softly.

"Oh? And what is that?"

"...I am not Rom." And the battle began.

MARK AMAZING

There was something...something...

Mark Amazing clutched his head and leaned against the cold rocky walls of the cave. His head had been hurting for days now, even worse since the Quinjet had crashed, but that wasn't the problem. His head swam and he staggered, caught himself. He needed his gun, needed to fix his uniform. he couldn't concentrate otherwise.

Dr. Amazing was vaguely aware of other events going on, though he couldn't focus on them long enough for them to make any sense. There was alot of yelling going on and he could see some people...and some other things...fighting. It was too much. He tried to ignore the yelling and started feeling his way along the wall, his vision reduced to a thin tunnel by the pounding in his head. His psi-gun...he had to get it...

"You seem distracted, human," a voice hissed. Mark paused, sweat trickling down his brow. A huge purplish beast stood in front of him, tiny tendrils around it's mouth waving in the air. He nearly gagged at the stench of the thing and took a half step back, almost falling. "I think I will dispose of you now; there are others who can be sacrificed and I tire of your kind's foolish games."

The creature took a step forward, its mouth opening hideously. Mark tried to move backwards, tripped and fell awkwardly. "Get back, please...I..." He panted, turning over and trying to crawl away. If only his head would stop swimming, maybe he could understand what what going on, what to do...

"Hahaha, this is rich. The mighty Avengers...ha." The wraith stepped forward and grasped Amazing's head, latching onto it with his feelers. "This will be...urrrrrrgh....AAAAGGGKGKGKK!" Suddenly the wraith fell to one knee, the connection between their minds still open though his hungry tendrils. The wraith tried to break free but couldn't.

"This isn't possible...aggaggkkk..." The wraith finally managed to pull free, blood gushing from it's mouth and eyes. Dr. Amazing slowly stood, shaking his head as the wraith, unnoticed, choked to death on his own blood. While the creature's hideous burbling tailed off, Dr. Amazing stood over him, trying to gather himself. he had seen something in that creature's mind...

Moving still in a daze, Mark Amazing wiped some blood from his head and staggered out of the cave pen where the Avengers had left him for his own safety. Out in the main hall a brutal melee raged, weaponless Galadorans, Kree, Shi'Ar and others fighting a horde of wraiths gathered about a vague portal in the air. Dr. Amazing ignored it all, moving through the fight in a fog, uncaring of the carnage about him. He had seen something...seen something...

He found it. In a metal box, guarded by nothing but the corpse of a wraith now, Captain America's shield, several strange weapons, a communicator of some kind..he tossed this all aside, rummaging with increasing panic until finally, near the bottom, his hand curled about the smooth contoured handle of his psi-gun.

"Thank god..." Dr. Amazing caressed the gun, holding it to him and gathered his wits. He quickly pulled out the tattered remnants of his costume and put them on. There...that was better. He stood for a moment, settling himself then, with a start, he realized that there was a ferocious battle swirling about him and that somewhere in this mess were the other Avengers. Turning, he looked for any sign of them; none, but there, in the center of the room, he could see the possessed form of Rom battling towards the portal where the wraiths worked to bring the Lurker on the Threshold into the universe. A group of warlocks were chanting while a coven of witches pulled down the corpse of a freshly slain Shi'Ar man. Dr. Amazing could see that the wraiths only had a few victims left and realized that one of them must be Rom's wife, Brandy Clark. He almost remembered Rom saying something about her...

He stopped thinking and started moving, blasting about him with his psi-gun. Though his uniform was damaged it still gave him greater than average strength, speed and reflexes; the more he fought the calmer he felt. This was what life was about, move, shoot, jump, kick, the dance and the dancing. He didn't realize he was grinning like a fool as he reached Rom's side.

"You look like you could use some help," Dr. Amazing said, firing his gun into the face of a wraith attacker. Rom nodded, swinging a thick metal rod he had picked up somewhere, but didn't say anything. He didn't have time. The battle raged, Dr. Amazing deep in the dance, Rom beside him fighting like a madman. This could go on forever, Dr. Amazing thought, and it was a comforting thought.

There was abruptly a short lull, as the wraiths paused, seeming to gather themselves for another assault. Dr. Amazing looked about him and realized that their situation was nearly hopeless, though strangely the realization didn't bother him at all. The two of them had fought their way past the wraith's outer line of defense and now found themselves cut off from the rest of the prisoners; they were alone, surrounded and outnumbered 15 to one.

"Well..." Dr. Amazing didn't know what else to say. They needed a miracle. They needed...

In a shower of rock and with a blast of sound, Namor the Sub-Mariner smashed through the ceiling and the mighty Avengers crashed into the room. They paused for a moment, taken aback by the sight before them, and Dr. Amazing smiled. This was more like it. He grinned even wider as Rom's war cry split the room, calling attention to them from every corner:

"Avengers Assemble!"

WERONNA

Somewhere along the way they had forgotten they were in the middle of a war. The battle seemed to end in a wave, radiating out like an earthquake from a fault. Two warriors would fight, one would fall, and when the victor turned to find another target he would see his comrades and enemies, standing and staring. It happened in a rush and within a minute the field was silent except for the nearly deafening concussion of the blows being exchanged at the center, as Ultron-17 and Gladiator stood toe to toe.

Weronna had never seen anything like it, imagined anything like it. Everyone in the Shi'Ar empire, in two galaxies and perhaps beyond, had heard of Gladiator. he was the greatest warrior alive, never defeated, though some had the temerity to claim otherwise. His name was spoken with awe by the awesome and with fear by the fearless. And now he stood in the center of two stunned and amazing armies, trading blows with a Spaceknight from an unknown planet.

She had seen Ultron's strength before, seen him fight, seen him defeat the strange Avengers in a matter of minutes, but she had never imagined. She glanced about her and saw the silent hordes, Spaceknights and Shi'Ar alike, standing shoulder to shoulder, all watching the astonishing battle before them. At first they had fought tentatively, each testing the other, shooting strange rays, trying tricks and maneuvers, but now it was brute strength against brute strength. It was fascinating; it was terrifying.

She could almost feel the fists as Gladiator swung, pounding Ultron full in the chest. She tried to impinge the force and guessed she would have been knocked out, her armor cracked by one punch, if not worse. And yet Ultron was unmoved, retaliating with a backhanded blow that rocked Gladiator momentarily back. Where Gladiator seemed to fight with an increasing determination, Ultron seemed filled with an equally increasing ferocity.

Weronna choked back a cry as a wicked overhand knocked Ultron to one knee; Gladiator stepped forward, only to be caught off guard as Ultron surged up and grabbed him about the head and pulled him over. The two tumbled to the ground, elbowing and gouging for a few moments before separating. They both jumped back to their feet and circled warily for a moment; then Ultron stepped forward and it began again.

It was almost more than she could watch, but she couldn't turn away.

MS. MARVEL

Ms. Marvel repressed a shudder as she hoisted the wraith above her head and threw him across the cavern. She had seen alot of things in her days as an Avenger and a Starjammer, and she had fought disgusting beasts before, but these wraiths were unique. Even the Brood, god curse them, didn't have the sheer aura of...filth...that hung about these wraiths. Putting it out of her mind, Ms. Marvel swung down and landed beside Quasar.

"We've got to get to those wraiths near those poles!" Ms. Marvel shouted above the din, pointing to where a pair of bloody pillars stood, mute testament to the dark magic of the wraiths. "I don't know much about magic, but that shimmering in mid-air can't be good!"

"It's not, Carol," a voice said commandingly from behind her. For a moment her heart fluttered. Thank god, thank god, he was okay. Carol turned and looked at Captain America, noticing the shredded rags he was wearing, the many bloody cuts and dark bruises on him and noticing more how he ignored all of that and focused on the problem at hand. It was amazing. He was amazing.

"Cap, thank god," Quasar said, clasping hands with Captain America. "What's the situation?"

"There's no time to fill you in fully," Captain America said, "but if we don't stop those wraiths and shut that portal down this entire universe may be destroyed." Ms. Marvel almost shook her head; they didn't fool around, did they?

Quasar nodded as if he had expected no less. "Understood. There seem to be alot of unarmed civilians involved in the fighting. Beast and I will work on containing them and moving them to safety while the rest of you take down the wraiths." Cap nodded, agreeing with the plan, and Quasar was off, launching himself into the air. He began forming some sort of shield with his nega bands; Ms. Marvel turned to Cap.

"Ready?"

"Always, Carol. Let's go." Grabbing his arm, Ms. Marvel pulled Cap off the ground and flew into the melee, swinging Cap like a bat. At the last moment she let go, playing crack the whip, and Cap barreled into a handful of wraiths, interrupting the eldritch spells they were about to launch at Namor, Rom and Dr. Amazing. before they could react to his presence Ms. Marvel was on the ground around them, striking out with her amazing strength. A moment later they were assembled: Captain America, Ms. Marvel, Namor, Dr. Amazing and Rom

"They've got my wife, we've got to get to the prisoners," Rom said urgently, wiping a trickle of blood from his brow. "We've got to..."

"Don't worry, Rom, it's taken care of," a faint voice said. Rom turned, unsure where the voice was coming from, but suddenly Yellowjacket appeared, growing from nothing to full size and holding in his arms a dazed but alive Brandy Clark. Wordlessly Rom scooped her up in his arms while the other Avengers stood back for a moment.

"They didn't even seem that concerned, there was nobody guarding her really," Yellowjacket said, smiling. Rom pulled back from Brandy, frowning.

"That must mean that..." A sudden shriek split the room, causing all to turn in shock as between the poles a black streak like a bleeding knife wound appeared, dripping smoke into the cavern.

"Oh my god, they've opened the portal! It's coming!"

ULTRON

Ultron wasn't aware of the circle of Spaceknights and Shi'Ar who watched. He wasn't aware of  the gasps of shock and fear that came from those who surrounded him. He wasn't aware of the cries of the wounded, the slow crawl of the sun or the prayers that passed by silently to unknown gods. He was only aware of the strength of his arms and the face of Gladiator, now battered and bloodied but still with the same fixed expression of purpose mixed with anger. He struck and was struck and that was the extent of his awareness.

At one point he had been aware that every moment he fought bought more time for the Avengers; at one point he had thought to drag it out a bit to give them more time. At one point he had realized that he was guilty of underestimating Gladiator. He had heard that Thor had defeated him once in single combat and assumed that he would have little trouble. Once he was aware of those things but as the fight progressed they slipped from his mind.

Gladiator would not go down. Of course his incredible blows, regardless of their vaunted ability to level mountains, could not damage his indestructible adamantium armor. But, the thought crept into his mind once again, was it truly indestructible anymore? The thought vanished as soon as it appeared; he had no energy left for unnecessary thoughts. That was the problem. Even Gladiator couldn't defeat him (could he?) but unless he could defeat Gladiator he would run out of power. Every blow, every punch, every attack drained more of his power.

He struck again, and again, catching Gladiator full in the face with the second punch. Blood flew; he had broken Gladiator's nose...some time ago, he wasn't sure how long...but though it bled it seemed to have little effect on him. Gladiator rocked with the blow, grimaced angrily and retaliated with a flurry of punches. Ultron raised an arm and blocked the first but the second and third hit him in the midsection. For a moment he thought he felt something buckle, then he slapped Gladiator aside and they paused for a second.

"You can't beat me." Gladiator said with a patience that infuriated Ultron. "I am Gladiator, after all."

Enraged, Ultron stepped forward and began flailing wildly. Gladiator sidestepped and brought his knee up into Ultron's stomach, then grabbed him around the neck and pulled him to the ground. The two of them rolled around for a moment; Ultron couldn't seem to get any leverage. Just one clean shot, maybe, just ...Gladiator rolled him over, pinning his right arm. Ultron tried to push off but for some reason he couldn't seem to get his legs to work right. Gladiator began pummeling him in the head and side while Ultron  frantically tried to do a diagnostic, couldn't. He was nearly out of power, something was damaged...

"You cannot beat me, Spaceknight," Gladiator was talking now, emphasizing each punch with his tired sounding words, "I am Gladiator. I am Gladiator." Each punch sent a shock through Ultron's system. Something had been jarred, some connection, he was losing power...

Things began to dim a bit, his eyes flickering. He cursed, the hate that had been coursing through finally coalescing. If he hadn't given up his pristine robotic form, he thought. I have been weakened, I could have taken this fleshling if I hadn't given in. Damn you, father...if I hadn't tried to understand...curse humanity forever. Damn you...

THE COTATI

"They've opened the portal, we've lost!" Brandy shouted, hysterically, her eyes dilating. The Avengers ignored her, staring at the black gash before them, except for Captain America, who turned to Rom with a question in his eyes.

"No, if we can close the portal before he comes through...Dr. Strange did it once before, it can be done." That seemed to be all Captain America needed to hear; turning, he began shouting orders to the assembled Avengers. Minus the Vision. If any of the other Avengers noted the Vision's absence none of them mentioned anything; they merely got to work following Cap's orders, some of them attacking the wraith spellcasters, others trying their various powers on the portal itself. The cotati watched for a moment, then turned to the Vision once more.

"Do you understand why I need your help?" The cotati asked.

"Not entirely."

"We have little time, but let me explain what I can. The Lurker on the Threshold is an ancient evil from a dimension outside ours; he existed in his dimension in times before our universe existed. He is from before the laws of time and space were created; thus he is outside them. He can be everywhere in the universe simultaneously."

"I see."

"You in your robotic form and I in my plant form have perceptions of time that differ from that shared by the rest of the lifeforms here. Thus only we have a chance at hoping to contain the Lurker."

"I don't follow." The cotati nodded and glanced towards the portal. It had expanded, slowly though; it would be a while yet before it was sufficient to allow the Lurker through. The cotati nodded and turned back to Vision. "There isn't enough time to explain. Simply trust in me. Now we must rejoin your companions." This the Vision understood; the cotati could tell he had been anxious to do just that. The two of them rushed across the cave to where the last of the wraiths had been rounded up and were being interrogated by Captain America.

"There is nothing we can do, fools, even if we wished to! The portal is waxing and when it reaches full dilation the Lurker will come through!" The wraith began to laugh. Captain America ignored it and turned to Rom while the wraiths threw themselves pointlessly against the bubble Quasar had trapped them in.

"Did you catch that? He said the portal was waxing, so..."

"So it must reach a certain size and then begin waning, to nothingness I hope. But how do we keep the Lurker from coming through while it is at full size?" Rom said, running his left hand through his hair, his right still cradling Brandy to him.

"Allow me." The cotati said, arriving. All eyes turned to him and he smiled sedately. "I think I may be able to achieve some measure of success, but you'll all have to help me, and quickly." They immediately agreed, and the cotati began explaining things hastily. Within a few moments they were ready to try his plan.

"Alright Dr. Amazing, if you please." Seated below the portal, the cotati relinquished the form of the Swordsman, instead resuming his normal plant-like form. Seated behind him, back to back, Vision sat, his eyes closed. Stepping up, Dr. Amazing took careful measure then, after a moments pause, pulled the trigger on his psi-gun, sending a blast of psychic energy through both of their heads.

A moment passed, a moment that is an eternity and vice versa.

..the two float in nothingness...

"...this is a startling sensation," Vision says as the two of them commune through their mind link. The cotati doesn't have to answer, for their minds continue to merge; Vision knows what he is thinking. Carefully the cotati begins weaving their perceptions of time together, melding them. For the creeping vine a day is but an instant, an instant can be an eternity...

Outside, vines began creeping, spreading from the relaxed body of the cotati, spreading out in a web of tiny filaments. As the plant life spread the Avengers started backing away, while above the portal opened, ever so slowly. The two seemed to slowly race, but finally the entire breadth of the portal  was covered in a thin web of plantlife, glowing green with energy.

...and inside no time passes...

"Good god!" Yellowjacket said, staggering back as the hideous silhouette of the Lurker on the Threshold appeared in the portal. "Good god good god..." The Avengers fell back in terror as throughout the room those that survived the melee began screaming and running. Inside their bubble cage the wraiths had worked themselves into a furor, thrashing about; Quasar didn't even notice, unable to tear his eyes away from the vile...shape...that was now outlined in sharp relief against the portal.

...and inside all is green...

The Lurker on the Threshold began moving forward, through the portal and into the web of greenery...

...and stops in he doorway, stock still.

"What...?" Quasar said, halting his slow backwards movement.

"It...it worked! Before the Lurker can be in every place at one time he has to know that time. He's become caught up in the cotati's plantlike perception of time!" The Beast took a step forward, scientific curiosity overwhelming his feeling of terror. "How long can he hold him in this mind set, though?"

"He'll have to hold him long enough, that's all." Rom said. The others lapsed into silence, watching, breathless, until finally:

"It's beginning to close!"

"AArrrgh!" The Vision screamed, toppling forward. Rushing to his side, Yellowjacket bent down. "Too much...the cotati threw me out to save me..." Then he passed out. Yellowjacket glanced up; the thin web of green was fraying and stretching, the green glow fading in places.

"...it's not going to hold. Get ready, Avengers." Captain America said, tightening the straps on his shield. Throughout the room those that remained straightened up and readied themselves.

And then, suddenly, it was over. With a shriek the portal collapsed upon itself, the Lurker's shape suddenly moving again but too late as the portal had closed too much. As it vanished with a terrifying wail the Lurker reached out and yanked on the cotati's web, tearing him off the ground and pulling him through the portal; then, with a puff the portal was gone, leaving the survivors in shocked silence.

"Come," Rom said at last, breaking the stillness. "There is much we must do yet."

ULTRON

Ultron struggled to hold on as Gladiator pummeled him, his mind screaming hate. I gave up perfection for what? For what? His eyes, dimmer now, scanned the area. In the back of his mind he realized that both armies, the Shi'Ar and the Spaceknights, were standing around them, watching. Watching! He cursed himself and his weakness again. They were standing around, laughing at him. The humiliation was nearly too much to bear.

Groggily he saw his second in command, Corm the Defender. Corm, who had taken his adamantium. No doubt he of all the Spaceknights found this most ironic; Ultron made himself look. He wanted to know this humiliation so in his next form he wouldn't make the same awful mistake he had made this time. Look at what they really think of you, his mind shouted, so he did, using what little energy he had left to focus on Corm.

It wasn't what he expected. There was a gravity to the way Corm stood...no doubt caused by worry about his own self-preservation, Ultron told himself. Yet...Ultron glanced away, and his eyes came to light on Torvak. One of the most adamant against Ultron undergoing the Process. Yet now, in what should have been a moment of vindication, his eyes were turned away, one hand raised to his forehead. A pose of dismay, Ultron knew from his studies of humanity.

What is this? Gladiator continued his ferocious assault, but Ultron ignored him now, casting about, confused. Gladiator's panting mantra was hardly audible, his huffing "I am Gladiator" softer because of his own weariness or failure on the part of Ultron's receptors he wasn't sure. But he didn't hear Gladiator anyway. Then he saw Weronna.

She was standing beside Claratar Sunsinger, her sister. Weronna had her hands over her mouth, her eyes wide as she stared at Ultron; Claratar had her arm around Weronna's shoulders and was whispering to her urgently. "What is this?" Ultron's amazed mind thought. Abruptly Weronna saw him looking at her and she tugged wildly at Claratar, who turned and saw. A moment later Ultron heard Claratar's voice in his ear, as though she were beside him, one of her many communication powers.

"Ultron, my friend. You do not have to do this, please. Please..."

"I...am...Gladiator!" Ultron ignored him, astonished. These Spaceknights, gathered about him, they....he hesitated to even think it. But contrary to every experience in his life...they cared about him. About Ultron! Ultron the hated, the accursed, the scourge of life. There was a tingling suddenly, a current running through him as this realization washed over him. He had lost some of his invulnerability, some of his strength, but he had gained friends.

"I...will...not...allow...this!" Ultron said and with a mighty heave, energy pulled from a source beyond his electronic circuits, from his soul, he stood, pitching Gladiator to the ground. Gladiator sat for a moment, astonished, dirt and blood covering his face.

"...You cannot...I am Gladiator..." Ultron shakily stood, glancing around him, aware finally of all those who stood around, watching breathlessly. He drank in this awareness for now he felt their eyes on him as a sort of unspoken bond; they watched because they cared. He glanced around, then back at Gladiator, who was still on the ground, looking up at him with an expression of complete confusion.

"Yes you are Gladiator, you have said as much throughout this day," Ultron said, glancing about again. He looked back at Gladiator. "But that is not enough today. Do you know why?" Gladiator shook his head a bit, though whether in response to Ultron or just to clear it Ultron didn't know. As Gladiator tried to stand Ultron rolled his next words about in his mind for a minute, savoring them, for he finally knew what they really meant. Could finally say them with real pride; not just with arrogance or anger or challengingly, but with a certain joy. He stepped forward.

"It is not enough because I AM ULTRON!" And he poured all his soul into his right arm, driving it down and almost through Gladiator, who fell to the ground with a look of disbelief before rolling over and lying still.

A gasp shot through the crowd as Ultron stood over the fallen Gladiator, gazing about him. Nobody moved, though the whispers started and increased in volume. This was just one fight, Ultron knew. They were still vastly outnumbered and outgunned. The crowd began moving apart, sidelong glances as a Shi'Ar suddenly realized he was standing beside two Spaceknights. The din increased. It was only a matter of seconds before the violence began anew...

"Hold!" A voice cried. Everyone turned to see the source of this cry and a second gasp went up, followed by a ragged cheer as the Spaceknights beloved leader Rom, standing on a platform of energy made by Quasar. flew into the circle. "Hold, my friends! There is no need to fight, we have all been duped!"

Ultron tuned him out as he continued talking and representatives from both sides met and began discussing things. He stood, alone, and savored the moment.

Epilogue One - HANK PYM

Everything had worked out perfectly, Hank Pym thought as he walked through the palace. With the wraiths defeated Rom had quickly been able to restore peace. Gladiator's defeat and Admiral Senshain's death had taken the fight out of the Shi'Ar, many of whom hadn't been sure why they were fighting in the first place, and the revelations about the wraiths duplicity had sealed it. By nightfall the Shi'Ar empire and the Galadorans had again reached an agreement. There was to be no further fighting and this time the Shi'Ar consulate was to include a member chosen by the Galadorans: Deathcry. With an Avenger (of sorts) on the planet it was felt that there was an extra safeguard against further trickery. For some reason the Kree entourage, trade ambassadors that had been freed from the wraiths, had been especially pleased with this decision.

Actually, Hank corrected himself, there would be two Avengers on the planet. Captain America had proposed honorary membership to Rom and the idea had been unanimously agreed upon. Rom accepted the honor with grace -- Hank had a feeling he'd be an excellent leader.

Hank's thoughts were interrupted as he came upon the person he had been looking for: Ultron-17. His breath caught in his throat involuntarily, then he forced himself to move forward, to confront Ultron. His...son.

"Ultron...I wanted to talk to you. I have to say..."

"Father," Ultron said, coldly enough to stop Hank in his tracks. "Whatever you are wanting to say, I do not want to hear it."

"But..."

"Make no mistake, father, I still hate you." An icy hand seemed to grip Hank's heart. "Whatever conversation you wanted to have now cannot happen. Perhaps after I have been here for awhile I will have learned not to hate. Perhaps then we can have this little talk. But I suggest you go get your friends and leave this world now before I forget myself."

"I..." Ultron turned away, and began walking. Hank looked at his retreating back. "..I'm sorry."

He turned and walked towards the Quinjet.

Epilogue Two: IARA

Iara the Watcher stood and still looked down on Galador. At the beginning of the day he had known that the fate of Galador would be decided by the next morn. And now, as day passed into night, he stood and watched as the Avengers Quinjet vanished from sight. The Lurker on the Threshold had been driven back into his own dimension. The Shi'Ar Empire had been held off and peace once again stood between them and the Galadorans. Rom was restored as leader of the Spaceknights. It had been a day of triumph.

A tear trickled unnoticed down his cheek. They had failed.

Epilogue Three: ROM

Rom finished tucking in his youngest son and with a faint smile turned the lights out. His children were safe; the wraiths had hesitated in killing them, finding them more valuable as hostages in case they were discovered by the Spaceknights before they could finish their plans. Smiling at the great fortune he had met this day,  Rom slipped into his bedroom.

"Brandy...?" Ah, there she was by the fireplace. Walking over, Rom placed his hand on her shoulder. "Brandy my love, let us..."

He stopped, a chill running up his arm as she turned to look at him, a strange look in her eyes. He knew even before the transformation began and never raised a hand, never fought back. His wife was dead and most likely all his children as well and he would join them. As the wraith tendrils bored into his mind his last thought was "I am coming to join you, Brandy!"

And if the late night celebrants noticed an extra wide smile on Rom's face that evening they thought it well earned.



Next Issue: Well, now that the shortest Avengers membership in history is over...wait, what do you mean you want to know what's going to happen on Galador? Well, that story will be told, but not next issue. Sorry. Next issue we've got a special occasion! Everyone is invited to a party as Hank Pym celebrates his 50th birthday! Guest starring half of MV1, so bring your party hat to Avengers #432!


Notes: Galador was moved in Rom #26. The Celestial Messiah died in Defenders #175. Ms. Marvel met the Brood in X-Men #162. Thor defeated Gladiator in Thor #512. Dr. Strange and Rom defeated the Lurker on the Threshold in Rom #40.