The government super-team known as Freedom Force * stood in the hot desert air of Arizona.

(* Freedom Force was introduced in Scott Harris’ MARVEL PREMIERE #94 - 96 --ADS & LH)

Forge and Gray were slightly separated from the other members of the team. Apart from Alex Powers, they were all unknowns. Most were at the beginning of their career, and, except for Forge and Gray, the rest of the team was fairly young.

Forge looked around him. To the west, he could see rocky hills. To the north and to the south, sand dunes were the only things visible as far as the eye could see, and to the east, the land stopped abruptly at the edge of a cliff. The coordinates were not an all together inviting place.

Gray spoke in a low voice to Forge. It was rare that Gray would do anything in a low voice.

"I don’t like this, Forge. Not one bit. Why would ULTI-freakin’-MATUM want to talk in such a secluded area? It’s an ambush."

Forge kept his emotions in check and answered flatly, "Gray, we’ve got military facilities no more than a few miles from here. This whole place is blanketed with sensors. If anything more than one helicopter shows up, we’ll have half the United States Armed Forces here in no time flat. And ULTIMATUM knows it."

"Then why in tarnation would they put themselves in a spot like this?"

"They’re probably just coming to announce to us their newest list of demands, as well as what will happen if those demands aren’t met. The only reason we’re here is because the government insisted that we be the ones present and not some stuffed shirt bureaucrat."

"I still don’t like it," Gray continued. The 6’6", 150 lb. strong man looked more sullen than Forge had ever seen him. He ran a hand through his steel gray hair and shook his head.

Forge laid a hand on one of Gray’s pencil-thin arms and lowering his voice so that the rest of the team wouldn’t hear him, said, "Me neither, old friend. Me neither."

Miles away, in a gesture that echoed Gray's, Steve Rogers ran a tired hand through his golden blonde hair and shook his head. He slumped back into his chair and let his eyelids drop over his vivacious blue eyes.

Steve sat in his office. He had all but locked himself up recently. Between the narrow victory over Count Nefaria * and the fall out with Namor **, he was spent. The team had almost completely recovered from their physical wounds, but Steve had the nagging feeling that a deeper problem lay somewhere beneath the surface of the physiological.

(* That was our big slam fest which concluded in Avengers #435 -ADS & LH)

(** Last issue –ADS & LH)

A knock came at the door of the Avengers’ leader’s office. Steve opened his eyes, rubbed them to get the grogginess out, and said, "Come in."

The door opened, and in stepped yet another blonde-haired, blue-eyed Avenger.

"What can I do for you, Quasar?" Captain America asked in a tone that was neither warm nor cold.

Wendell Vaughn did not sit in the chair in front of Cap’s desk. Instead he stood. The young man looked as tired as Rogers. His posture was a clear indicator of his mood. Quasar was never the arrogant or insubordinate type, but he did have a sense of pride, that conveyed itself through a rigid posture. Today, his shoulders were slumped and, had he sat in the chair, he would have looked like a high school senior in Calculus.

Quasar drew a deep breath, and then spoke, "I need to leave Cap."

Captain America sat bolt upright in his seat, his eyes widened. All he could think was, 'No, not another one. Not now.'

Before Steve could say anything aloud Quasar spoke again. "It’s not permanent, I assure you. I simply need a small amount of time off. To – " Wendell hesitated, but then continued, "To take care of some business."

Captain America drew a silent sigh of relief. It wasn’t permanent. Truth be told, he wished that it weren’t even temporary, but the fact of the matter was, he knew he couldn’t stop the hero, nor would he really want to. Being an Avenger was not a job that paid incredibly well. As such, there was nothing that ever stopped a hero from leaving, without mentioning that a hero such as Quasar had to know that the Avengers would gladly accept his services anytime.

Wendell Vaughn had asked the question more out of politeness than an actual request for permission. Steve could tell. This was something Quasar had to do.

"Permission granted, Quasar. Hurry back, I have the feeling we’re going to need you."

Quasar nodded his head in thanks and quickly stepped out of the office.

Moments later, a colorful costume encased in a Quantum bubble was rocketing out of the Earth’s atmosphere.

Forge walked over to the rest of the group. They were all quiet. They were nervous; he could tell. Forge continued to walk straight towards Scrye.

"Scrye, I need you to let me know the moment you ‘see’ anything."

The African American woman looked at Forge and merely nodded. Then a look passed over her face that appeared like a cross between shock and fear.

Forge could hear the, 'WHUP, WHUP, WHUP,' of a helicopter, in addition to another high pitched hissing sound he was unfamiliar with, approaching from the North.

"Scrye, what is it?" Forge demanded.

"We’re in trouble," she said.

Over the horizon, Forge saw a sight that chilled him to the bone. One standard issue military helicopter approached them flanked, by three other huge aircraft. All three were triangular in shape and made of a black metal that reflected the hot desert sun off their hulls.

A chorus of confused exclamations and groans rose from the members of Freedom Force.

"Those are stealth ships!" Forge exclaimed. "The sensors won’t be able to pick them up. Alex, contact the military base and tell them we’re going to need backup, pronto."

"No can do, sir," Alex Powers, the young deputy leader replied. "Our comm links are being jammed."

Dan Upshaw, otherwise known as Animan, looked like he was going to pull his sandy hair out of his scalp. "What about the emergency link with the Avengers," he called out in a frenzy.

Had the circumstances not been so dire, Forge would have found it quite amusing that the team member with apparently the least wits about him was the one to make the smartest suggestion.

Forge grabbed the Avengers Communicard from a breast pocket. The Communicard was only to be used as a last resort, because the relations between the government and the Avengers were strained, but Forge surmised that this qualified as an emergency. He activated the circuit. Hopefully the jamming wouldn't override the special Avengers' frequency.

Carol Danvers sat in a swivel chair, her feet up on the console in front of her. She was quite busy chewing a wad of bubble gum and trying to figure out an eight-letter word for trouble.

A beeping sound went off to her right, she swiveled the chair around and hit a button. On a screen at eye level, a Native American man’s face appeared. As he spoke the signal started to break up.

"Avengers, this is Forge >>BZZT<< government >>BZZT<< Force. >>BZZT<< on mission and >>BZZT<< desperate need of back-up. I am sending >>BZZT<< co-ordinates as we speak >>BZZT<<."

Ms. Marvel hit a button to her left and spoke, "Forge, say again. I can barely hear you." All that came through this time was a crackle and the co-ordinates. "Gotcha, hold on, we’re on our way."

She then proceeded to hit another button. "Avengers. Full Alert. We’re needed as back-up. Get to a Quinjet!"

Ms. Marvel released the button and rushed to the door. Just as she was turning the knob, she grabbed the paper with the morning's brainteaser. "Hmph – distress."

Freedom Force stood in shocked amazement, as the massive stealth ships landed and out of them poured an entire army of ULTIMATUM agents. From the helicopter, a man clad in white and black, with a globe for a belt buckle and carrying a mace, appeared.

Forge ran through the information in his head. Flagsmasher was dead. On more than one occasion. But that never seemed to have stopped anyone before, and, dead or not, he represented a very real threat here and now.

The ULTIMATUM troops stood approximately 100 yards away from Freedom Force and were lined up in formation. Flagsmasher stepped forward and looked as though he was going to speak.

Forge stepped forward himself and called out, "What is the meaning of this? You were supposed to bring a single helicopter and no armed men. This is a hostile act. As Governmental representative I find it difficult to believe that you intend to negotiate in good faith."

Beside him Gray chortled. "That's telling him, in a stuffed shirt kind of way."

"Quiet," Forge snapped back. "The next move is up to him."

From the distance that separated them, Forge could not discern Flagsmasher’s facial features, which meant he did not see the smile appear on his enemy’s lips. The only response he heard was, "Fire!"

A barrage of gunfire ensued. Freedom Force was moved from their stupor. "SCATTER!" Forge ordered needlessly.

The team took various defensive measures. Forge, Gray and Scrye looked for cover. Animan shifted into the form of a mole and burrowed his way into the ground. Wren took to the air and tried to make herself a difficult target to hit. Vox turned invisible. Alex Powers shifted to mist form. Silverwolf sped in every direction making him virtually impossible to hit.

The ULTIMATUM troops marched forward.

Forge rose from his spot and barked at his team, "We’re going to have to engage them; hold them off until our backup gets here." With that, he reached into his backpack, pulled out a large gun and began firing like a Rambo wannabe.

By now, the troops were upon them. Silverwolf sped in and out of the crowd taking out one man or two every time he did so. His victims never seemed to be badly hurt, however, and he spent more time in flight than in the fight.

The troops were rooting out Forge and Gray from their refuge behind a small sand dune. Forge tried to keep them at bay with his own fire. Gray’s superhuman toughness gave him the advantage of not having to avoid being hit all the time. Each shot hurt him the way a stray pitch could hurt a batter, but he ignored the pain, and whacked each man in turn. He needed no more than one blow to dispose of each.

Scrye remained hidden behind her own pathetically small sand dune. There was little she could do in a fight. She merely tried to stay out of the way.

Wren was feeling incredibly helpless up in the air. True, she was not getting hit, but that was doing her little good. She couldn’t get any closer to the ground without making herself an easy target and even at this altitude, she was sure that they would eventually start firing at her, and then it would be only a matter of how long before a gunner hit his target. If only someone would tell her what she was expected to do she would have felt better.

Alex Powers was shifting forms often to keep the troops off their feet. He would switch from mist to ball lightning and explode among the attackers. However, every time he took out ten, twenty more rose up to meet him. The armies were huge. He was in mist form when a laser beam passed through him. Alex roared in agony. To his surprise, the laser beam had hurt him (a lot). He was not as invulnerable as he had hoped.

Animan surfaced from underground and switched into a huge gorilla, knocking troops left and right. However, this massive form earned him attention. The surrounding men turned and shifted their fire to him. With a start he shifted to the shape of a mouse and scurried away, trying to catch a glimpse of Karen wheeling about in the sky even as he shrank from sight.

From her vantage point, Scrye could see most of the battlefield. So far, everything was unfolding so quickly that her foresight was not helping her very much. Suddenly, an image appeared before her eyes. It wasn’t real, it wasn’t happening. It was going to happen. The image made even her dark skin pale. She began to tremble. She rose to her feet and backed up several feeble paces.

Forge saw Scrye get up from her spot of cover. She was trembling. He also saw that he wasn’t the only one to notice. "SCRYE, GET DOWN!" he yelled in desperation. He ran towards her, his gun blazing at the enemy troops.

Alas, it was too late. Forge watched as an ULTIMATUM agent charged towards the woman. He fired a few shots and Scrye fell to the ground, the same terrified expression on her face.

The Avengers gathered into the Quinjet. Captain America, Yellowjacket, Vision, Ms. Marvel, Dr. Amazing. Cap started the Quinjet’s take off sequence.

"Where’s Quasar?" asked Ms. Marvel.

"Quasar left this morning," Captain America said through gritted teeth.

Steve Rogers thought that he could almost feel a current of air as all of the Avengers’ heads dropped simultaneously. That was bad. He didn't want them to become too dependant on the powerhouse members of the team like Quasar or Thor. They were good members, experienced fighters, and they should be more than enough to tackle the situation. Lord knows, teams far less strong had heeded the call to Assemble. *

(* At one point the entire team had consisted of only Goliath, Wasp and Hawkeye -ADS & LH)

As the mighty craft took to the air Ms. Marvel fed the co-ordinates into the onboard computer and flipped the switch that would file their flight plan with the FAA.

"All right, Carol. You took the call. Brief us on the situation." Cap noted that the momentary lethargy seemed to pass as everyone perked up and turned their attention to Ms. Marvel.

"There isn't much to tell." Carol slipped a disk into the computer and replayed the distorted distress call. "We knew Forge was working for the government. Sounds like they have sent him out into a situation that is too much for him and, as usual, they expect us to save his bacon."

Dr Amazing chuckled and Vision nodded. Yellowjacket noted, "Well, the government hasn't exactly been over enamoured of us lately. Maybe this will be a good chance for us to get back on their good side."

Captain America stayed silent. He hoped Yellowjacket was right, but he had a bad feeling about this mission.

Things were going badly. His team was scattered and disorganized. It was just too early to take them into a major battle. Forge silently cursed the government for sending them out while they were still so unprepared. He crawled towards Scrye, hoping that he might be able to get her to cover or at least perform enough emergency first aid to keep her alive until help arrived. From his vantage point she looked to be in pretty bad shape. He inched closer.

As he reached her he heard a noise above the sounds of battle. It was the Avengers' Quinjet. Maybe the day wasn't lost yet. He lifted Scrye's head gently. She was riddled with wounds and her eyes looked towards, yet past him. "Scrye? Susan? Easy, girl. The Avengers are here now. It's going to be all right."

"Too late… too late… I saw… I…"

He held her carefully. "Don't try to talk. It doesn't matter what you saw, you just rest and save your strength. That's all that is important now."

She coughed. "No, have to tell you now… I saw… dying, all dying… the Avengers won't, cant help… everyone gone… too late…" She drew a deep breath and her eyes glazed over. As she sank back in his arms she managed one last rattling pronouncement. "I saw myself… dead." Then her eyes closed and Forge saw it too.

The Quinjet arrived. Captain America took in the scene as he was preparing to land. "Vision, Carol, I want you to get around behind the ULTIMATUM troops from the air and try to contain them in an enclosed area. If you can channel them into that narrow ridge between those larger dunes we should be able to pick them off as they come through." As he spoke he pointed to the area he meant, between the trough of dunes that ran north and south. "Those that do make it through will be stopped by the cliff. We'll have to watch for them circling back. We don't want to get caught in the cross fire. Any that get past us will have to go down. Dr Amazing, that's your job. Hold yourself back where they can't see you and take down any that get past Hank and myself." He looked at his team and wished that Quasar was still with them. Still, the start of battle was certainly no time to show anything but ultimate confidence in his troops. "All right people, Avengers Assemble!"

The hatch flipped open and they deplaned, Vision and Ms. Marvel taking to the skies. Naturally Vision had not needed to wait until they had landed to leave, but he seemed more comfortable mimicking the limitations of the human members of the team. Cap noted it in passing, stored the information in the back of his mind while turning his primary attention to the battle at hand.

The attackers were streaming into the area. He spotted Forge kneeling on the ground holding what seemed to be the body of a woman. Not far from him was a lanky figure. Gray? The Captain hadn't known that he was back working with the government. It had been years since he had worked for SHIELD. Gray seemed to be holding his own against the invading army. True, he was taking hits but he was still cutting a wide swath through them with just his fists.

Cap and Yellowjacket worked their way towards Forge. There was gunfire all around them but they kept to cover and Carol and Vision were doing their job of herding the attackers towards them. With a couple of hand gestures Captain America indicated where Hank should position himself and the two of them started to pick off the approaching men. Doctor Amazing disappeared between the sand dunes.

Forge called out, "Cap, I have people out there, just kids in fact. You have to help them." He looked down at Scrye and continued, "I've already lost one, I won't lose the rest."

Cap took out the front line of soldiers with a well placed shield and called back, "What were you and the government thinking, Forge? Bring civilians into a situation like this. Just relax. We'll deal with it and sort things out later."

Forge was livid. Civilians? He calmed himself and tried to explain, but the noise of the battle drowned him out. He motioned to Gray to get closer. "Gray, have you seen the others? I can make Wren out in the distance but I've lost the rest of them."

"Me?" The tall man roared. "Hell, no. I saw Alex a while back but he's disappeared now, probably gone to mist form. Naturally Vox isn't visible, but no doubt he'll show up later and tell us how he won the whole fight without the help of us American glory hogs. Animan turned into a dog or a fox or something and took off and Silverwolf hasn't been close to me since the fight started." He glanced down at Scrye. "How is she?"

Forge just shook his head sadly.

Ms. Marvel wheeled in the sky, checking the position of the attacking army. She noticed some activity in the distance above the dunes and headed that way. She whispered into her Communicard. "Cap, got an airborne attacker it seems. I’ll take care of it."

As she departed Forge noticed where she was headed and yelled, "No!" but, once again, no one listened. They were all far too intent on their own missions, their own battles.

Near the southerly sand dunes, Wren wheeled and dipped, trying to stay out of range of the shots that came from below. She still hadn’t figured out how to use her power to bestow flight to any advantage and none of her team was close enough to advise her. At least, she didn’t think any of them were. Hidden from her eyes Animan, in the form of a snake, slithered below. He took any chance he could get to sink poisonous fangs into the ULTIMATUM soldiers, but his primary concern was Karen.

She was a beautiful sight, soaring above the grisly horror of the battlefield, like an angel plucked from the heavens. Dan was overwhelmed by her. She didn't belong here. She belonged on a pedestal somewhere, and he was just the man to put her there. First he had to get her attention away from Powerhouse. If he performed well in this fight maybe she would notice him, instead. He thought about changing forms to something more impressive, maybe an elephant or a lion. Then he saw another female figure in the sky streaking towards Wren. This didn't look good.

In the sky Carol swooped in near Wren, who panicked. She didn't recognize the approaching Avenger and thought it was yet another of Flagsmasher's horde. She dove low to escape and the troops took advantage of it immediately. As soon as she came into range she was hit by a volley of fire. She spiraled to the ground and hit the sand with a sickening thud. Above, Carol was aghast. She hadn't suspected that Karen was one of the good guys, and certainly hadn't dreamt that she'd be so foolish as to fly directly into the sights of the army. Then she was distracted by a roar that echoed over the din of the battlefield.

Animan had seen it all. He bellowed his anguish and grew in size. First a wolverine, then a wolf, then a bear… he slashed at anyone near him, his claws raking open their bodies. Once he dropped his head to the belly of one of his victims and then rose up on his hind legs, hunks of muscle and intestines hanging from his jaw as he bawled out his rage against the world that had snatched away his chance to make Wren his. Blood dripped from his sides as machine gun fire strafed him and still he fought on. On the field all of the other heroes halted momentarily, stunned by the fury of the ursine berserker. But battles wait for no man and they quickly turned back to their own concerns, even as Dan fell to the ground, his rage finally quieted by his death.

As soon as the fight had started Silverwolf had sped off. He had knocked a few of the soldiers out of action then headed for the hills. In the melee no one would notice his absence, they would just assume that he was moving too quickly for them to see, if they even thought about him at all. Now he crouched behind an outcropping of rock and watched. His team certainly wasn't doing well, although the Avengers seemed to be making a difference. He pulled out a small radio that he had concealed in a pocket and whispered into it. "It's not my fault, you know. I had no idea that they would back us up." He held it to his ear and listened closely to the reply, then murmured, "Fine, I'll head around to meet you."

He was just starting to leave. planning to circle the battlefield when he caught sight of a shadowy figure. Then a blast of something grazed him and he was tossed back. Another discharge hit the rocks above him. They shattered and tumbled down, burying him from sight. As the roar of falling stones subsided the only sound, aside from the distant din of combat, was a throaty chuckle.

Alex Power had stayed in mist form and spread himself thin across the ground while he recovered from the shock of the laser blast. This was certainly something new to him. He had been virtually impervious to such things before, but no longer, it seemed. Could his powers be changing? He skimmed back across the ground, trying to get back to where Forge and Gray were. The ULTIMATUM troops ignored him. Of course, why would they pay attention to a little ground mist?

The battle seemed to be winding down as Alex neared Forge's location. He could see Captain America and Yellowjacket mowing down the ULTIMATUM troops; Gray and Forge taking out those that got by. He decided to reform as close to Forge as possible. This whole encounter hadn't gone well and he urgently needed to reconnoiter with his commander.

Little did he know, as he began to shift from mist to human, that Vision was there, shifting back from intangible to a denser form. The two figures began to coalesce in virtually the same spot. Vision realized immediately what was happening and again became diffuse, but the damage was done. Alex screamed as he regained his natural state and fell to ground in front of Forge.

Vision solidified and rushed over to the fallen teenager. Forge reached him first. The synthzoid asked anxiously, "Is he all right? I had no idea that he was near, or in that form."

"All right? ALL RIGHT?" Forge screeched, "He's alive, no thanks to you or any of your damned Avengers. Get away from him, away from us. Go back to your precious Captain America and your Quinjet and your mansion, and leave me with what's left of my team."

Gray came over to him and spoke in a most subdued tone, "Forge, they aren't all gone. Not just yet. Look."

Where he pointed there seemed to be some disruption in what little was left of the ULTIMATUM forces. Men were falling right and left and the gunfire seemed to be originating from the midst of their troops. Cries of 'treason' echoed. With a grin Gray continued, "I think we've found Vox. He's right in the middle of their group, They can't fire at him without taking out their own men."

Off to one side Flagsmasher had noticed the same thing. Pity he didn't have the same moral view of the matter. Captain America saw what he was doing even as it was happening. He screamed, "No!" and bolted forward, even as Flagsmasher tossed a fragmentation grenade directly into the middle of his own army. The resulting concussion felled Vox and dozens around him, the flying shrapnel ripped through scores more in the area. Realizing how much their leader valued their contributions the ULTIMATUM forces dropped their arms and pleaded for clemency.

Steve Rogers reached Flagsmasher. The two of them grappled, the age old battle between patriotism and anarchy personified. Suddenly there was a cry of "Cap, get down." Instinctively Captain America stepped back. A blast hit Flagsmasher square in the chest and took him down. Cap looked, stunned, at the body of the man before him, then back to see Forge, a smoking gun clenched in his hand.

"What on earth do you think you're doing? You killed him!"

Forge snarled. "Damned straight I did. You might think of him as the great enemy of the American people but remember this, my people were the great American people while yours were still wandering lost around Europe. He killed my team, he tricked us and slaughtered us, and you Avengers might just as well have handed him the ammunition, for all the help you were." As Captain America started to protest Forge silenced him with a gesture. "You can just bet that the government is going to hear about your mismanagement of this. Freedom Force was their team, and now it's gone. You can just bet that heads are going to roll, starting with yours!"

He turned and stomped off towards his helicopter, Gray at his heels carrying the bodies of their teammates. Alex Powers limped along behind.

The Avengers stood amidst the destruction, stunned. If anyone had thought to listen very closely they would have heard Cap whisper to himself, "I knew I had a bad feeling about this mission."

-30-