Chapter 14 - Chapter 12: 459

Chapter 12: 459

Over a vast sea of tall trees, flew the Avengers Quinjet. The high tech aircraft calmly glided over the conifers as it made its way to its destination. Inside its occupants were casually going about their business.

Ant-Man was sitting in the co-pilot seat, messing around with some formulas to pass the time. Wasp sat next to him in the pilot seat, after weeks of begging and begging, Tony finally gave in and gave Wasp a quick lesson in flying the Jet. After several near crashes and an almost decapitation of the Statue of Liberty, Wasp finally got the hang of flying and actually became pretty good at it.

This left Ben to sit in the passenger section of the aircraft. Not that he was complaining, in fact the alien shapeshifter used the time to help keep a promise to a friend. Currently the teen hero had a holographic screen pulled up and was video chatting with said friend.

"Are you sure this is accurate?" Skye asked curiously.

Ben smirked as he pulled up the digital files. "Skye, you should know me better than that."

Skye smiled for a brief moment. "Yeah i really should. But seriously…"

"Yeah, I know." Ben replied, putting on a serious face. "This was everything I was able to get on you from the SHIELD archives. If I dug any deeper they might have detected me, alien brain power can only get you so far. Most of it is blocked out, but hopefully you'll be able to get something from it."

"Thanks Ben." Skye said gratefully. "You have no idea how much this means to me."

"Hey, what are friends for?" Ben replied, then a cheeky grin formed across his face. "So orphanage named you Mary Sue Poots, Huh?"

Skye groaned as she rolled her eyes. "Don't even think about telling anyone about that." She threatened. "I swear if one person calls me that, I will make sure you can never turn on a computer again."

Ben laughed at her threat; the way her nostrils flared made her just too cute to be taken seriously. However Ben still raised his hands in a surrender gesture. "Ok ok, my lips are sealed."

"Thank you." Skye said in a satisfied tone.

Ben nodded, then he noticed that they were almost at their destination. "Ok, I gotta go, Skye. Good luck with those files and also good luck with those Centipede guys." Ben said recalling the mysterious group that Skye and her team were following.

"Thanks Ben. And good luck at whatever it is you're about to do."

"Thanks. Later." Ben then closed the screen and got up from his seat and walked toward the front of the Quinjet.

The teen hero arrived just in time to listen to Wasp and Ant Man's conversation.

"I'm just saying it doesn't always have to be work, work, work." Wasp said to Hank. "We can take a break. Get away and relax. Have some fun." She suggested as she put the jet into a decent onto the landing platform.

"Science is fun." Ant Man simply replied as the jet touched down on the ground.

"I don't think that's the kind of fun she meant, Hank." Ben suggested with a cheeky grin. This was met by an elbow to the side from Wasp as she gave the young hero a glare, telling him to shut up.

The size-changing heroin then crossed her arms as she and Ben followed Hank down the ramp of the jet to the platform. Ben still had no idea why they were here or who called them. Only that Wasp said that it involved space and that he should come. From that point onwards it was Janet trying to convince Hank to spend time with her and Hank, as usual, being completely oblivious to her. Sometimes you had to wonder whether the man was really that dense or was just simply not interested in her.

As the trio walked down the ramp, Wasp crossed her arms and looked angrily to the side. "Maybe Tony will go with me." She loudly mumbled.

Ben wasn't sure what to be more surprised at. That Jan was actually playing the jealousy card or that Hank actually fell for it.

Ant Man immediately stopped in his tracks and glanced back at Wasp.

"Tony? Why would you ask Tony?"

"You mean beside from the good looks, money, and super armor." A familiar voice called out.

Ben's eyes immediately went wide, while Wasp smiled. Standing at the end of the platform, with her red scarf wrapped around her neck, hands on her hips and a bright smile on her face, was none other than Carol Danvers.

"Carol!" Wasp yelled happily as she rushed over and embraced the young agent with a hug, which Carol happily returned. "I'm so glad you called. I've missed you."

"I missed you too, Jan." Carol replied. Over the last couple of weeks, Wasp told Ben that she had been spending some 'Girl Time' with Carol. At first Ben just thought that Janet was once again trying to embarrass him but it turned out that she was simply being friendly. In fact a genuine friendship had formed between the two women.

Once Jan broke the hug, Carol looked over to Ben, who still had a surprised look on his face. Carol blushed as she stroked a lock of hair behind her ear. "What are looking at, Ben. Do I have something on my face?"

Ben shook his head, a blush of his own forming on his face. "Uh… No it's nothing. I'm just surprised to see you that's all."

Carol raised an eyebrow. "Didn't Janet tell you I was the one who called?"

"No she failed to mention that little detail." Ben said irately, shooting a glare at Wasp, who was watching the scene with a gleeful expression.

Carol shot a similar glace at Wasp, but then cleared her throat and returned to her usual formal tone. "While I'm happy to see you, Ben… And you to, Jan. But actually Hank's the one I need to see." The SHIELD Agent stated, gesturing to the Scientist. "I need his help."

"Really?" All three Avengers said in unison. Ben and Wasp had confused looks on their faces while Hank has an excited expression plastered on his face.

Carol then gestured for the group to follow her, Hank immediately followed while Ben and Wasp held back for a second. Wasp took a step forward only for Ben to grab her wrist.

"Why didn't you tell me Carol was here?" The Teen Hero demanded.

Wasp simply smirked as she tussled her young friends hair. "I just wanted to see your reaction. It's so cute how you two get flustered around each other."

Ben groaned as Jan giggled and gave the Alien Hero a one armed hung as they followed the others into the building. They group walked up a passage of stairs before coming into a large open room, with several high-tech pieces of equipment set up around the area. On the far side was a large monitor station, with various screens and buttons.

The heroes all looked around the area in awe at the sight. Wasp however looked a little confused. "Wait, what's the place again?" She asked curiously.

"Try to keep up, Jan." Hank replied in a superior tone, as he walked towards the monitor. "This is a joint military/SHIELD facility working with one of the most advanced space based telescopes ever designed."

Ben whistled at the sight of it all. However he then noticed Carol walk over to a chair that was turned away from the group. He then noticed a person sitting in the chair and as Carol approached the person, the chair turned, revealing a young man, presumably in his early twenties. He had a strong build and wore a navy blue military uniform. He had black hair and green eyes.

"And this is Dr. Philip Lawson, our lead scientist." Carol introduced. Ben couldn't help but notice the look the two shared. For a very brief moment, Ben felt a knot tighten in his stomach. He didn't know why, but for some reason he was very aware of the way Carol looked at him.

"I can't begin to tell you how pleased I am to meet you." Lawson said as he eagerly shook each Avengers hand. "Agent Danvers has told me a lot about you."

"Really? Cause she hasn't mentioned a thing about you." Ben thought to himself as shook the man's hand, noticing that he lingered for a few seconds when he got around to him. Something that made Ben feel very uneasy.

After the introductions, Wasp quickly scooted over to Carol's side and leaned over. "Ooh, he's cute." She whispered loudly.

This immediately caught the attention of Hank as he glanced over to see Wasp throwing a flirtatious wave and wink in the Scientists direction.

Carol watched the heroin's antics and rolled her eyes. "Subtle, Jan."

"Yeah, you might as well wear a shirt that says 'I'm Easy'." Ben commented lightheartedly. This immediately earned a giggle from Carol and a blush on Jan's face.

Carol then quickly composed herself as she walked up to the monitor. "This is what I wanted to show you, Hank." She then stopped and turned to Ben. "Actually, you might want to look at this to, Tennyson. Your expertise might be helpful."

Ben didn't know what was more surprising, the fact that Carol actually asked for his help, or that she called him an expert on something. Either way, Ben instantly felt his confidence boost to new levels as he walked over to join the group around the monitors.

"We're linked to SHIELD's orbital telescope." Carol explained as the screen pulled up several images. The group watched as Carol explained. "It spotted the object a few days ago. The team here thought it was a comet at first, but it was moving faster than anything they'd ever seen.

We're trying to get a better look at it."

As she spoke, Dr. Lawson sat back down in his chair and typed a few commands on the keys. The screen then showed a scene of a glowing, purple, diamond-shaped object that was zooming across the void.

"Live feed from the telescope is coming in now." He explained. "The data stream is on the monitor to the left, Dr. Pym."

Hank looked at the data presented and placed his hand on his chin. "Mmm, what're you thinking, Carol?" he asked the young Agent.

"I think it's extraterrestrial." She instantly replied. "But since I'm not a fan of everyone thinking I'm crazy, I wanted an expert opinion… Yours." While she may have been answering Hanks question, she was looking at Ben when she mentioned expert opinion.

However before Ben could say anything, Wasp stood forward and addressed the SHIELD agent. "Whoa, wait. Aliens? That's just crazy." She said in a dismissive tone, crossing her arms like it was the most absurd thing ever.

A cough caught her attention as she turned to see Ben giving her an odd look. "Yeah, cause we all know there's no such thing as aliens." The teen hero stated, his tone gushing with sarcasm.

"Oh no, I didn't mean it like that." Wasp quickly assured putting her hands up.

Ben however continued to glare as he crossed his arms. "Really? Then what did you mean by that?"

"I… Uh… There's no right answer, is there?" Wasp said, addressing Carol.

"Nope, you've dug that hole way to deep." Carol confirmed, smirking as she did.

While that was going on, Hank continued to analyze the numbers. "Hmm, the composition includes several unknown elements, but nothing suggests anything biological. Ben what do you think?"

Ben turned away from the girls and walked over to the screen to look at the unknown object. "I don't really know what to tell you, Hank." Ben sighed as he shrugged his shoulders. "I'm not from this Universe, so I have no idea what kind of aliens exist here." That statement seemed to gain a response from Lawson as he turned away from the monitor and eyed the Alien Avenger as he spoke. "One thing I can say is that this thing is moving to smoothly to be a living being."

Hank nodded. "True. And I'm not seeing any evidence of intelligence."

Suddenly the object jumped off screen as the camera tracking it, quickly readjusted itself to see the object, revealing it to be heading straight towards the telescope.

"Never mind." Hank said, as his eyes widened.

"Hey, it turned." Jan's commented. "It looks like it's coming right at…" she didn't finish her statement as the object, grew on the screen until it took up the whole area and then the camera cut out leaving nothing but static.

"What just happened?" Wasp asked, slightly worried.

Lawson typed in a few keys before answering. "The object has crashed right into the telescope."

"That seems bad." Ben stated.

"That seems worse." Hank announced, pointing above them. The other followed his gaze and their eyes widened as an ominous purple glow, illuminated above them.

Suddenly the glowing object, flew right past the observation deck and proceeded to collide directly into the satellite dish that was next to the building, destroying it instantly. The group watched in shock as the lights and monitors all went dead and the object, preceded to crash in the valley below.

Dr. Lawson's hands flew over the controls as the lights began to flicker and the monitors flashed images. Agent Danvers immediately ran over to the Scientist and leaned over his chair.

"Philip, what's happening?" she asked.

"One of the radar towers went offline." Lawson explained. It caused a surge which blew back into our systems. I'm trying to reroute power."

"Went offline? Something blew up!" Wasp cried out in a panicked tone.

Hank however, remained calm in all the commotion. "Whatever disabled the orbital telescope just made Earthfall. I'd estimate about three and a quarter miles from the observatory."

"Well, that's a pretty big coincidence." Ben stated, raising an eyebrow. Carol nodded as if thinking the same thing. She then left her position near Lawson and ran off to one side of the room.

Wasp in the meantime turned her attention back to the Scientists. "So what are we saying here? We're under attack?"

"I'm not saying that." Hank defended.

"I am." Carol called out. The group turned to see her holding a SHIELD rifle in her hands. She smirked as she cocked the weapon. "Who's up for a little first contact?"

"I'm in." Ben said punching his fist into his hand. "Let's go send ET home."

A few minutes latter the Heroes and SHIELD Agent started making there way to the crash site. Ben and Hank, decided to travel to the site by air while Carol and Wasp rod together in Carol's new all car. An all terrain model and a suitable replacement for the one that was destroyed during her encounter with Taskmaster.

As the vehicle tore through the forest, Carol took the time to have some much-needed Girl-talk with Wasp.

"You're being horrible to him. You know that, right?" She commented as she drove.

Wasp looked at her with a confused look. "Who?"

"Hank, genius. You can tell he's upset." Carol stated as if it were obvious.

Immediately Wasp grumbled as she folded her arms. "Oh, no.

See you actually have to have emotions before you can get upset." The size-changing heroine stated.

Carol sighed as she glanced at her friend. "Jan, you have to know that you got him wrapped around your finger."

"Whatever." Jan said, clearly not believing her. "From day one it's been strictly business. Well, strictly science."

"Yeah, well, if you keep playing your little jealousy games with him, he's gonna strictly hate you." Carol pointed out.

"Well, that'd be better than not getting noticed at all." Wasp admitted gazing out the window. She then noticed the shadowed outline of Jetray in the night sky and a sly smirk spread across her face. "You know, I think we've talked about my love life long enough. Let's talk about you."

"Me?" Carol said, Wasps words catching her off guard. "There's nothing to tell, Jan."

Wasp raised an eyebrow. "Really? What about a certain shapeshifting hero that you've been seeing on a regular bases?"

At this point a small blush form on the Teen Agents face. "If you're referring to Ben, then you're barking up the wrong tree, Jan."

"Come on Carol it's so obvious you like him. Why don't you just admit it?"

Carol kept her eyes face forward as if pondering what to say next. Then the young woman's expression changed to an expression than can only be described as guilt.

"It's complicated." Carol said dejectedly.

Seeing this sudden change in attitude, Wasp decided to drop the subject and instead turned her attention to the outside. A few moments later, Wasp and Carol's eyes widened as Carol quickly slammed on the breaks causing the car to come to a screeching halt.

A few meters in front of them was a large crater, roughly ten meters in diameter and was glowing purple at the base.

"Call me silly, but I'm thinking we're close." Wasp stated as she and Carol exited the car and were soon joined by Jetray and Ant Man, astride his flying ant. Jetray tapped the Ultimatrix and, in a flash of green light, turn back into Ben. The teen hero shot a smile in the girl's direction, however when Carol met his gaze, she immediately looked away with a sad look on her face. Ben looked at her confused, wondering what she and Wasp were talking about to make Carol act that way.

However, he quickly shook that off as the group gathered around the edge of the crater. They all looked in to find that it was empty, save for the purple glow.

"That's kind of disappointing." Carol said, shouldering her rifle.

"Yeah, you get all hyped up to see something cool and all we get is an empty crater. Talk about anticlimactic." Ben added, kicking a rock into the pit.

Wasp on the other hand, was not as calm as her companions. The Size-changing heroin looked around the area nervously. "And you're sure this isn't aliens?" she asked with a slight quiver in her voice.

"There was no biological component." Ant Man stated. "And that means no life. No aliens."

"You don't really need to be organic to be alive." Ben pointed out, earning an odd look from everyone. Ben simply shrugged as they returned their attention to the crater.

"You think we should call in the other Avengers?" Wasp asked.

"For what?" Carol countered raising an eyebrow.

"Maybe cause something big and glowing, crashed here and we arrive to find an empty crater." Ben pointed out in a smart tone.

Carol rolled her eyes as she looked over to Ant Man, who was currently crouched over a small charred patch of soil that was a few feet away from them. The Scientist crouched over the patch and ran his hand over the charred soil and examined it.

"All right, Hank, talk to me." Carol said as she curiously leaned over him.

Suddenly Ben had an uneasy feeling, almost as if they were being watched.

"There's something here." Ant Man said as he stood up and looked around.

"Yeah, I have a bad feeling about this." Ben agreed.

This did not help Wasps state of mind as she nervously looked around the area. "Aliens?"

"Let's keep moving." Ant Man suggested as he looked to the freaked out heroine. "And it's not aliens."

"Dude this is totally aliens." Ben stated crossing his arms with a smirk on his face.

Carol glanced at him with a raised eyebrow. "You seem awfully calm about this."

Ben shrugged. "When you've been fighting aliens for as long as I have. You get pretty used to it."

A sudden rustling sound made everyone jump. Wasp instantly shrunk down into her hero form and fired several stingers blindly into the trees, hitting nothing but earth, rocks and trees.

"Wow you sure showed those trees, Jan. They'll think twice before they drop their leaves on our car." Ben quipped.

"Shut up." Jan snapped back as she breathed heavily, getting over the shock.

Despite his joke, Ben also let out a sigh of relief. The atmosphere, the situation and the layout felt like something out of a horror movie. Not to mention the nagging sensation that something was watching them, kept clawing at the back of his skull.

Suddenly that scratchy feeling turned into a wailing alarm bell as Ben turned to see an ominous green glow, shine off several meters behind them. Ben's instincts, immediately went into overdrive as he leaped into action.

"Down!" he yelled as he tackled Carol and Hank away, just as a green beam of energy tore through the trees and vaporized the ground they were previously standing in.

Wasp flew around the smoke cloud and hastily scanned the area looking for the attacker.

"Where is it?" Wasp stared into the dimly lit forest as she thought she saw some blurred silhouette of something standing among them. The size-changing heroine squinted her eyes, in an attempt to make out the shape.

Suddenly a pair of green eyes illuminated for a brief second in the darkness, before vanishing just as quickly. Wasps eyes widened in shock as she instantly fired her stingers in a mad panic. Yellow energy bolts flew into the trees, striking the bark of several trunks, leaving several smoking scorch marks on them. However, Wasp it seemed that Wasp missed the unknown attacker.

"Did you see that?" Wasp practically screeched in a panic.

"Yeah, glowing eyes on an invisible target, in a forest." Carol answered, aiming her weapon into the woods. "How did this turn into Predator?"

"Why would you mention Predator at a time like this?" Ben hissed through his teeth as he activated the Ultimatrix and turned the dial to the alien he wanted.

"Sorry." Carol apologized. She then quickly scanned the area, fear seeping into her usual calm demeanor. "All right, I changed my mind.

Call your team in. Especially Invisible-Monster-Detector-Man."

Ant Man then stood up and then started, fiddling with the dial on the side of his helmet, sending off frequencies in order to pin point the location. As he turned his head to scan another area, he saw the ominous green glow of the attacker shine once again. This time it seemed to be aimed right at him. Instinctively, Ant Man activated his Pym Particle belt and shrunk down just as the energy beam, skimmed right over his shrinking form.

Carol and Ben, instinctively jumped out of the way, the former doing a combat role and coming into a crouching position with her weapon primed, while the latter skidded into the dirt with his right hand slamming down the Ultimatrix dial.

Green light erupted from the teen hero as he was transformed into a blue jellyfish-like alien with six long tentacles that function as two pairs of arms and a pair of legs. It had green eyes with no pupils and white swipes on its body, resembling lightning streaks. Its main body has three segmented, skirt-like parts, one for his head, chest and abdomen. It wore the Ultimatrix symbol on its chest.

"AMPFIPIAN!"

The jellyfish alien along with Wasp and Carol, aimed their tentacles, stingers and rifle respectively, and unleashed a combination of blue electrical blasts, stinger bolts and energy bolts in a wide arc that partially vaporized several trees. But the results were the same as before, despite the barrage no attack managed to hit the unseen assailant.

"Okay, we're officially in trouble." Wasp said aloud.

"You think?" Carol retorted.

"Just because we can't seem to hit it. Doesn't mean we're screwed." Ampfibian stated as he floated slightly above them.

Carol looked up at the alien hero with an incredulous look. But before she could say anything, the SHIELD agent noticed a large swarm of ants that started marching off in a particular direction. Weather it was out of panic or tactical curiosity, Agent Danvers took aim at the marching tide.

However before she could fire, Ampfibian placed a tentacle on her shoulder. "No, wait."

"Yeah, It's Hank." Wasp informed.

The trio watched as the ant swarm moved to a particular area of the forest, before scaling an invisible wall. The ants continued to climb as the wall soon became a leg, then a torso, then a body.

A glow of yellow light and Ant Man returned to his normal size. "Invisible-Monster-Detector Man has the day off." The scientist quipped.

"Lucky for you, they sent us instead." Ampfibian added.

Carol raised an eyebrow. "Really? Exactly what did you do to help find it?

"I helped eliminated all the possibilities on where it's not." The Alien Avenger stated uncertainty, gesturing to the area he charred with his electrical blasts.

"This is probably your ideas of having a good time isn't it?" Wasp accused, Ant Man and Ampfibian.

The two shared a look before returning to her. "Except for the shooting, yes." Ant Man replied.

"It's an alien attack. Yeah I'm having a little fun, this is my jam." Ampfibian confirmed with nostalgia in his voice.

"Guys?" Carol called out uneasy, grabbing the Avengers attention. The group followed her gaze to see the ants fully envelop the invisible attacker. Which seemed to take on the outline of a giant, humanoid being. With long, thin arms and legs. It eyes glowed green as the ants swarmed over its head.

"What is that?" Carol asked as the unknown being, lifted its thin hands, to inspect the tiny arthropods that covered them. The being then clenched its fists and its eyes glowed brighter.

Before anyone could react, a wave of green energy pulsed out of the being, blasting everything from the ants covering it, to the heroes standing several meters from it.

The shockwave sent the heroes sprawling across the ground. It only took a moment for their heads to stop ringing, just in time to see the unknown being decloak and step out of the shadows. The being stood, 60 feet tall, with a body completely made of purple and silver metal. It had a circular area on its chest and shoulders that glowed green with unknown energy. The giant robot let out a loud noise that sounded like a fog horn as it stomped towards them.

The heroes stared at the being in awe. Wasp, Ant Man and Carol all felt a sense of wonder and fear at the sight of the alien machine. Ampfibian on the other hand had the strong sense of déjà vu.

Wasp then turned to Hank and proceeded to punch him in the shoulder.

"Ow." Ant Man yelped as he rubbed his arm. Due to the nature of Pym Particles, while Wasps size may be reduced, she still retains the normal strength she would have when she was full grown. Meaning that her punch actually hurt the scientist.

"I thought you said it wasn't aliens." Wasp angrily snapped.

"I never said it wasn't an alien robot." Ant Man corrected as the giant metal man stopped ten meters from where the group was standing.

"No sudden moves." Ant Man whispered.

Wasp looked at him as if he'd gone crazy. "What? Are you on its side or something? It's an evil robot."

At that moment Carol had enough of the insect themed duos arguing and aimed her rifle at the robot. "Yeah, I'm gonna shoot it now, if that's okay with you two?" she said casually.

But before she could take the shoot, Ampfibian placed a tentacle on the rifle's barrel and pushed it down.

"No, don't shoot." He said. Carols glanced up at him with a confused look. "It may have been acting in self-defense. Throw your weapon down."

Carols eyed widened. "What, are you crazy?"

"Trust me." Ampfibian assured. "We don't know its functions. It could just be reacting to the gun, mimicking what we are doing. So we shouldn't make any threatening moves."

Carol looked at the alien hero, then to the robot in front of her. Every part of her body was telling her that she should attack this thing. But she knew Ben was right, she had no idea what this thing could do, but attacking it might not be very good for her health. Reluctantly she tossed her gun to the ground and held up her hands in a placating gesture.

The robot remained motionless as the heroes gazed curiously at it, waiting for its next move. Ampfibian was very cautious about what he could expect from this thing. After his previous encounters with unknown alien technology such as Naljian Destructor, he knew better than to just rush in blindly and start smashing.

The alien robot, looked down at the group as if it were studying them. This made Wasp feel very uneasy.

"So how long to we have to stand here?" She asked the jelly-fish alien.

"I don't know." Ampfibian replied. "I think this thing could be a probe droid. Some aliens send them to other planets to see if the planet's population is going to be a problem for when they arrive."

"So you're saying this thing is a scout for an invasion?" Carol questioned in a worried tone.

"I can't say for sure. But it is possible." Ampfibian responded. "Either that or it could be some aliens lost toy. Who knows?"

That made everyone give the teen hero a weird look. Ampfibian simply shrugged in response. "Hey it happens."

Suddenly, without warning, the robot's eyes glowed brightly and a green energy beam fired from them, aimed directly at the group. The Avengers and SHIELD agent quickly scattered as the beam impacted the ground where they were standing.

Carol rolled to the side and the made a beeline to her rifle that was on the ground. However the robot noticed her and charged its eyes for another attack. Just before Carol could reach her weapon, four blue tentacles wrapped around her and pulled her into the air just in time for her to see a green beam incinerate the rifle. Carol's eyes widened at the close call and looked back to her savour.

"You ok?" Ampfibian asked, concerned.

Carol smiled as she held onto his arms. "I am now. Thanks for the save, Alien X."

Ampfibian groaned as he rolled his eyes. "Can you please come up with a different nickname? I told you that name's already taken."

Carol giggled as the alien hero lowered her to the ground, near her car. Ampfibian then tapped the Ultimatrix symbol and returned to his human form in a flash of light.

Meanwhile Wasp dive-bombed the alien robot, firing her stingers at a rapid pace. However, despite the fact that her stingers are capable of cutting through solid steel, they didn't even scratch the armor on the robot body. That didn't stop the size changing heroine from attacking relentlessly.

"Jan, stop! Stop attacking it!" Ant Man cried out, now shrunken down and astride his flying ant.

"It attacked us first." Wasp defended as she fired again.

"Jan!" Hank yelled sternly. Wasp glared at him for a second, then looked back to the robot. It soon dawned on her that her attacks weren't doing anything, so she let out a sigh and depowered her stingers.

The alien robot looked around the battlefield, noticing that its opponents had ceased their futile attack and had depowered their weapons. It then turned its head in the direction of the observatory and started marching towards it. The heroes stood motionless as they watched the metal titan go.

"Well, that was embarrassing." Wasp stated.

"It has to be heading for the observatory." Ant Man realized. He then turned to Agent Danvers. "Carol, drive ahead and evacuate everybody.

We'll buy you some time."

Carol nodded as she quickly ran to her car and opened the door. Just before she go in, she turned to the Avengers, more specifically a certain shapeshifting alien hero.

"You better be alive when I get back." She said in a mock threatening tone. Ben nodded and gave her a confident thumbs up before she got into the car and quickly sped off.

After she left, Wasp gave Ant Man an incredulous look. "Buy some time? Let me guess, you're gonna try and talk to it?"

"Well, yes." Ant Man replied, shrugging his shoulders. Even Ben raised an eyebrow at the scientist's logic. However, before he could make a snide comment about it, Ant Man reached down to his belt and pressed the button on the right side. Blue particles flowed into his suit and Ant Man grew until he became Giant Man.

"But I'm going to be very firm." Hank finished as he stomped after the robot.

Ben smirked as he activated the Ultimatrix. "Now that's my kind of conversation." The teen said, excitedly as he slammed down the dial.

"HUMUNGOUSAUR!"

Back at the observatory, Agent Danvers arrived at the base of the station and quickly ran through the corridors to get to the control room. As she ran her mind kept drifting back to Ben. For some reason she could shake her worrying feeling she had for him. All she wanted to do was get Lawson out of the base so she could go back to make sure he was ok. She tried her best to focus on the mission at hand, but her mind kept drifting back to the shapeshifting teen.

'Ben if you die, i'm gonna kill you.' The SHIELD agent thought as she finally reached the control room.

She ran through the entrance to see Lawson, standing in the center of the room, observing something on his wrist. Not wanting to waste time asking him about it, Carol when straight to the point.

"Philip, we're evacuating!" she shouted as she ran up to him. "You got to clear out. We got a big problem."

"What kind of problem?" The scientist asked calmly. However the scientist then noticed something behind Carol and gasped in shock. Carol turned around to see Giant Man, hurtling towards the skylight. The size changing hero smashed through the glass roof and landed just in front of the two SHIELD personal, unconscious. The pair looked up to see the alien robot, fly through the opening soon after, due to thrusters in the souls of its feet. The robot landed with a loud thud as it looked around the room.

"Oh, never mind." Lawson stated, his eye wide at the sight of the alien machine.

Just then Wasp flew through the opening and fired her stingers at the mechanical giant, despite fact that the energy blast have no affect on it.

"Carol, get out of here!" Wasp yelled as she fired more stingers at it.

Above the battle Ben, who was now Big Chill, flew over the scene and saw the fight. The robot certainly surprised him when it displayed enough strength to toss Humungousaur several meters away with just the flick of its arm. If it had stayed in the forest, Ben could have used some forms with some real firepower to stop it. But now that it's in the observatory, the enclosed space would put Carol and Lawson in danger. He needed to keep its attention until they could escape before he could go full force.

The Alien Avenger tapped the Ultimatrix dial and in a flash of green light, Big Chill transformed into a hulking, broad-shouldered alien covered in natural, yellow armor plating on its back, shoulders, and the backs of its arms. It was mostly white, with black on his upper half. It had four claws on both of its hands. It wore the Ultimatrix symbol on its chest.

"CANNONBOLT!"

The new alien the curled into a large ball, with the plates shifting around its body until it formed a perfect sphere. The ball then plummeted out of the sky, gaining speed as it reached terminal velocity. Cannonbolt then crashed right through the skylight and crashed directly on top of the robot. Sending both crashing into the floor in a large smoking crater.

Carol looked at the crater for a second before coming to her senses. She pulled out her side arm and turned to Lawson.

"Phil, go. I'll cover you." She barked as they backed up to the exit.

Suddenly Cannonbolt was thrown from the crater and landed in a heap on the floor. The alien hero groaned as he got into a sitting position while rubbing his head. His eyes then widened in shock as the robot emerged from the crater completely unharmed.

The robot then turned to face Cannonbolt as it charged up its eye lazers. However before it could fire, its head was pelted by blue blaster bolts. The robot and alien turned to she Carol, aiming her pistol and firing bolt after bolt at the mechanical giant. The robot looked at Carol for a moment, but then turned its attention to the power core behind her. Its eyes glowed as it prepared to fire again.

Seeing the attack coming and Carol in the line of fire, Cannonbolt instantly curled up and rolled like a bowling ball. Gaining enough momentum to launch himself at the robot, slamming into its back and knocking it off balance just as it fired. This caused the blast to miss the core and instead hit the power conduit next to it. The resulting surge of power caused the conduit to spark and overload.

Lawson, seeing the unstableness of the conduit quickly ran over to Agent Danvers and tackled her to the ground, just as the conduit overloaded and exploded. Erupting into a violent wave of fire and shrapnel, engulfing both Lawson and Carol in the flames.

Witnessing the explosion Cannonbolt's face quickly shifted to one of sheer horror.

"CAROL!" he screamed as fire and smoke quickly filled the room, temporarily obscuring his vision.

Cannonbolt futilely attempted to rub the smoke from his eyes as he tried to make his way to Carol's location, hoping that she was ok. However, he only made it a few paces when a pair of green eyes shone through the smoke and the outline of a figure, shrouded in the shadows.

Cannonbolt's body froze, his body quivered in fear as his mind was transported back in time. The fire, the glowing eyes, the blade going through her heart, the life leaving her eyes, all of it came back to him in a wave of pain and darkness. He couldn't move, he couldn't breath, he couldn't even think. Cannonbolt was trapped in his own mind as he relived the moment that destroyed his life.

Back in the room, the explosion knocked everyone down, debris fell from the ceiling and pinned Wasp to the ground. She tried to free herself, but the metal was too heavy. She looked around for help, but Hank was still unconscious. She looked around and her eyes fell on Cannonbolt and she saw the look of horror on his face.

At the sight of him, Wasp immediately became concerned. She'd never seen him like this before. He was always so confident and carefree and he was always making jokes and during a fight. But now, he was just standing in the room like a statue, his body shaking in fear and his eyes were unfocused as if his very soul was pulled from his body.

Before Wasp could call out to the young hero, the heavy footsteps of the metal titan sounded to her right. The size changing heroine turned to see the alien robot standing a few meters away from her, staring at her with its cold glowing eyes. Wasp felt like she should be terrified of the mechanical monster. But after seeing the state that Ben was in, she wanted nothing more than to tear that thing to scrap for what it did to him.

However before she could make a move against it, a green bolt of energy, struck the robot in the chest, causing it to stumble a little. The robot and Wasp both turned in the direction of the bolt and the latter's eyes widened.

Standing in the midst of the wreckage, standing over the unconscious form of Carol Danvers, holding an unusual looking gun, was Philip Lawson. However the man's appearance seemed to be flickering. Like a signal being disrupted on a TV screen. Suddenly the static faded and the person that was Philip Lawson, changed into a blue skinned alien.

It had green eyes and wore a white suit with dark blue patches on the lower chest, upper thighs and upper arms. It had a symbol on the chest that resembled a planet with a ring around it. The alien was currently holding a smoking blaster in his hand that he had just used to shoot the robot. Then gun then morphed into a liquid like substance that was absorbed into the gauntlet on the aliens wrist.

"Everyone, stay down." The alien ordered.

Wasp however looked at the alien in confusion. "Lawson? Why are you blue?"

The alien that was Lawson ignored her as he focused on the robot that stomped towards him. "I am Geheneris Hala'son Mar-Vel, Pluskommander of the Kree Void Science Navy." He spoke in an authoritative tone. "Deactivate all weapons and shut down, this is a direct order."

The robot stopped in its tracks. It appeared that it was going to follow the aliens commands. However the robot looked over the alien, Mar-Vel's shoulder and focused on the power core again.

"Order not valid." The mechanical titan responded as it charged up its eye lasers once more.

At that moment Giant Man finally regained consciousness and lifted his head from the ground. He saw the alien robot as it charged up it lasers. He then noticed the blue alien that stood in the place Dr. Lawson stood and the scientist quickly put two and two together.

"Lawson, the power core." Giant Man weakly warned, gesturing to the device behind him.

Mar-Vell noticed the core behind him and quickly aimed his right arm at the robot. Liquid metal flowed out of his gauntlet and quickly solidified into the form of a large energy cannon. A large green bolt, fired from the cannon, forcing the alien robot back. This pushed the robot right into Giant Man's awaiting arms as the size changing hero grappled the mechanical titan from behind. Mar-Vell then rushed forward to help defend to the power core.

Back at Wasp the heroine had managed to wiggle out from under the debris that pinned her and took to the air. But instead of joining the fight with alien robot, Wasp flew to the person who needed her help the most. Wasp flew until she hovered right in front of Cannonbolts face, who was still frozen in fear as if he'd seen a ghost.

"Ben!" Wasp called out in an attempt to gain a reaction from the alien hero. "Ben, snap out of it!"

No response. Wasp frantically waved her hands in front of the alien's eyes to get him to notice her. But they were so unfocused that she could be flashing a strobe light into his eye and he wouldn't even notice. She considered zapping him, but she remembered when Ben used this form in training last week. If Iron Man's repulsors couldn't hurt him, what use were her stingers.

Deciding to use a different approach, Wasp grew to her human size and placed her hands on either side of the alien broad face.

"Ben, I don't know what's going on. But you have to wake up. Please Ben, we need you. Carol needs you. Come back to us Ben. Please come back to us."

At the mention of Carols name, Cannonbolt's eye flickered as the life started returning to them. Suddenly the alien let out a huge gasp and started heaving like he just ran a marathon. Cannonbolt clutched his head as the fog clear from it. He looked at Wasp as his vision came into focus.

"Jan? What happened?" Then the memories came back to him. The robot, the explosion, Carol. The Alien Avenger instantly looked around the room and his eyes came upon the unconscious form of Carol, lying in the midst of the wreckage.

Cannonbolt wasted no time in rushing to the SHIELD Agents aid. Moving as fast as his stubby little legs would carry him. He stood over her and scooped her up in his massive arms, cradling her. He checked her over, as she looked relatively unharmed.

But his attention was soon caught when a green beam shot past him and struck the power core. Giant-Man and Mar-Vell's attempt to stop the robot were in vain as the core exploded, setting off a chain reaction.

The heroes wasted no time in making their escape. Giant Man smashed through the wall and leaped down to the landing platform several hundred feet below. Cannonbolt curled into his sphere form, with Carol safely tucked inside, and rolled through the explosion to the outside. Landing on the ground in a large crater, thanks to the durability of his shell, Cannonbolt and his occupant, was unharmed.

They were soon followed by Wasp, who had shrunk down in time to fly out, and Mar-Vel, who was flying under his own power with a green energy aura surrounding him. Once everyone was clear, they were able to catch the final moments of the observatories destruction as it was consumed by flames with the robot still inside

Cannonbolt uncurled with Carol still unconscious in his arms. The teen hero then tapped the Ultimatrix dial and turned back into Ben. The Wielder of the Ultimatrix then let out a sigh of relief when he felt that Carol was still breathing. But her unconscious form was still a cause for concern.

After seeing that everyone was ok, Wasp turned and glared at the alien that currently floated before her. "You've got a lot of explaining to do, blue guy." She demanded. "And to think I said you were cute."

"HEY!" Ben shouted, gaining everyone's attention. The teen hero then got to his feet, Carol still cradled in his arms as he walked towards the Quinjet. "I'm all for getting answers and talking to aliens. But right now we need to get Carol to a hospital, ASAP. We'll address the flying Na'vi invasion later!"

The Avengers and alien watched the young hero go as he quickly marched up the ramp into the jet. The others quickly decided to put a halt on the inevitable explanation until later. Cause right now, there was a friend in dire need of medical attention.

After a few, stressful minutes the Quinjet landed on the outskirts of a hospital. Whether it was coincidence or luck, an ambulance from New York had come to the hospital to transfer some patients and among the medical staff was a familiar face.

While Ben had only met her once before when Thor introduced her to the team. Ben immediately recognized the face of Jane Foster as she walked by her ambulance. At the sight of her, Ben immediately rushed over with Carol with her arms, he quickly told her everything that happened and Jane quickly rushed them into the emergency ward. There Ben placed Carol on a gurney and watched as she was rolled away, with Jane in tow.

For the next hour, Ben was lower than he had ever felt in months. He thought he was over it. He thought that he'd finally moved past his family's deaths. But he froze, in a moment when it mattered the most and he choked. Now Carol was hurt and it was all his fault. He failed again.

He wasn't sure how long he was sitting there until Jane walked through the doors. Ben immediately stood up, along with Jan and Hank and awaited the news.

"She in recovery now." Jane reported. Jan and Hank let out a sigh in relief, but Ben still held his agitated expression.

"There were a few anomalies in her initial tests. But she appears to be stabilizing for now. We'll know more when she wakes up." The medical practitioner then placed a hand on the teens shoulder and gave him a warm smile. "I'm sure you did everything you could."

Her kind words hurt him more than when Taskmaster put that sonic grenade on Brainstorm's head. Jane smiled and lead them to a deserted corridor to Carol's room, which had an observation window to allow guests to see from outside.

While the others walked over to the window, Ben held back. He felt so ashamed of himself that he couldn't bring himself to look. Before the alien hero could sink back into depression, a soft hand gripped his shoulder. Ben looked up to see Wasp looking at him with a worried expression.

"Ok Ben, talk. What happened back there? It looked like you'd seen a ghost or something?"

Ben looked away, refusing to make eye contact. Then he looked back and put on a false smile "I'm sorry, Jan. I didn't mean to scare you. It won't happen again."

He tried to move away, but Jan pushed him back. "No way. Not this time." She said firmly. "Ben I have tried to be patient with you. I gave you space so you would open up in your own time. But back there, it's clear that you'd rather bottle up everything than deal with the problem."

Jan then leaned down and looked Ben straight in the eye. "Ben I'm here for you. Don't shut me out. Let me help you. If you don't deal with this, it can only worse. We got lucky this time, but what if the next time we're too late?"

Ben let her words sink in. Deep down he knew she was right. But those memories, that pain he felt every time he thought about it. It was like a hot spike that had plunged itself into his heart and continued to burn away at his very soul. Ben had locked those memories away inside of him long ago. Every time he tried to open the mental door he sealed them in, the pain would try to spring forth and he would quickly slam the door shut once more.

Never again would he allow himself to feel that pain again. Today's events made him realize that. He allowed himself to become attached, The Avengers, Pepper, Jane, Skye, Spider-Man, Carol, people he actually cared for, people that are constantly in danger and could be taken from him at any point. It was his own fault; his desire to be a hero drove him back down a path that only caused him pain. He thought he could do better, but clearly he can't.

"I'm sorry, Jan." Ben said, looking away from her. "I can't tell you. I don't expect you to understand. But this is something that I just can't deal with. I can't do this." He brushed off her hand and walked away. Leaving Jan to watch the young hero go.

A sad and worried look crossed her face. "Ben." She whispered, before she followed. All she could do was be there for him, even if he didn't want her to.

Ben pushed his current train of thought aside as they walked around the corner to join the others; right now he had to be strong, strong for his friends, his family, for Carol. He needed to be strong for them.

As they reached the room they found, much to Ben's surprise, that Iron Man, Thor and Hulk were also present outside the room. Ben quickly realized that Hank must have called them while he was having his little Pity Party. All three were standing with Hank, as the blue alien Mar-Vell stood before them. The two walked up to the group just as Mar-Vel began explaining the situation.

"My name is Mar-Vel, and I'm what you'd call a captain in the science division of the Kree Navy."

"I don't like him." Hulk bluntly stated.

"You don't like anyone." Ant Man pointed out glaring at the Hulk for interruption. He then turned back to Mar-Vell. "Uh, please, go on.

Uh, the Kree?"

Mar-Vel paused for a moment, as if debating whether or not he should tell them. He then lifted his head. "The Kree are one of the galaxy's most ancient civilizations, one of the superpowers." He explained. "We're at war with another one. The Skrulls. Both empires are looking for strategic footholds to fight the war as well as resources. And your solar system is in a strategically desirable location."

"No Surprise there." Ben mumbled, earning a glare from Ant Man as well.

"And the robot?" Hank asked.

"The Kree send out a sentry drone to defang any natives. To eliminate long range detection, any space faring capability, and to eliminate all potential threats." Mar-Vel explained.

"But the robot was destroyed." Hank pointed out.

"No, it wasn't." Mar-Vel stated. "Kree sentries can't be stopped.

If the sentry drone sees that a planet's population is going to be a problem, it's designed with the capability to eliminate the problem."

"Eliminate? What do you mean?" Wasp asked concerned.

"Each sentry is equipped with a Nega Bomb, a device designed to exterminate a troublesome species on any targeted planet. And given the fight you just put up, I'd say you've got about one hour before you experience the Nega Bomb firsthand." The alien grimly replied.

For a moment there was a silence that fell upon the group, then again hearing that an alien bomb was about to destroy the world would make even the rowdiest group silent.

After a moment Wasp finally let the message sink in and decided that she didn't like it. "Hulk, smash him." She ordered

"Finally." Hulk grinned. While Hulk usually didn't like being ordered by others, when said orders were to simply smash something or someone, he didn't care as long as he got to hit something.

The Green Giant lunged at the blue alien, wrapping his massive hand around his waist. At the same time, Mar-Vel's combat instincts kicked in and he raised his right arm and the liquid metal flowed out and formed a blaster pistol. Hulk pinned Mar-Vel to the wall while Mar-Vel had a gun pointed right at Hulks forehead. Thor then gripped Mjolnir tightly as lightning started crackling around it and Iron Man opened his palm and charged his repulsors. It was a standoff at intergalactic proportions.

At that moment Ant Man, the pacifist that he is, stepped forward to attempt to defuse the situation. "Okay, everybody. Just breathe." He spoke in a calm tone.

At that moment Wasp shrunk down and flew past Hulk and Mar-Vel's stand off to get right up to Hank's face.

"Hey, did you just miss the part where he admitted to being an alien spy, and just told us that his people are going to wipe out our planet." Wasp stated slightly annoyed at Hanks attempt for peace.

Just before another fight could break out, a beeping sound suddenly sounded in the corridor. Everyone's attention was immediately drawn to Ben, who raised his left arm to look at the Ultimatrix. The alien device was beeping like crazy as the dial lit up yellow instead of its usual green glow.

"Unknown DNA detected. Commencing scan." The device spoke, earning a surprised look from everyone. The dial then popped up and a yellow beam of light, sprang forth and scanned Mar-Vel from head to toe before fading and the dial retracted back into its usual position.

"Unknown DNA sample acquired. Scan complete."

Everyone, sans Ben, blinked in surprise.

"Uhh, What was that?" Iron Man asked confused.

Ben shrugged. "Just the Ultimatrix, collecting some new DNA."

That earned a surprise look from everyone, especially Mar-Vell.

The Kree's, eyed the alien device. "By collecting DNA, do you mean that…?"

"I can now turn into a Kree, if I want to." Ben confirmed.

Mar-Vell's eyes widened. He'd never heard of such a device. Even after he witnessed the forms this human was able to assume. What kind of power did this human possess.

Ben stared up at the Kree, as he was still in Hulk's grip. The teen hero looked long and hard, he then turned to the Green Goliath.

"Hulk, put him down." He ordered.

Hulk turned to his young friend and raised an eyebrow. "What?" he said confused.

Ben gave the Hulk a serious look. "He saved Carol life. I owe him that much."

Hulks expression softened. Reluctantly, the green giant dropped the blue alien on his feet and stepped back. Ben then approached the alien and glared at him.

"Ok, Captain Marvel. What do you want? And why are you here?"

Mar-Vell looked around the group, who all awaited his answer, then sighed. "I want to help." He said firmly. "I'm a scientist. A xenobiologist. I had heard rumors of genetic anomaly on Earth, and I came to investigate. I've been studying you for three years now."

"Huh. Studying us? Charming." Iron Man scoffed, crossing his arms as he did.

Captain Marvel continued. "Humanity seems different than most civilizations we conquer. Humans have potential. You should be allowed to survive."

Around the group, the Avengers seemed skeptical. Then again who wouldn't be suspicious of a planet-conquering alien.

"Your tale rings false, Kree." Thor accused, pointing his hammer at the alien scientist. "You claim to be here to study humanity, yet were at the observatory when it was attacked. You are in league with the machine."

"No, I knew the observatory would be a target." Mar-Vel defended. "I was trying to cloak the facility. To keep the Kree from detecting it. I failed." He looked down, reflecting on his failure. He then looked up. "But there's still time to save your species. Please, let me help you."

The Avengers all looked to each other, then all eyes fell on Ben. While they trust Mar-Vel as far as Wasp could throw him, they trusted Ben's judgment. The teen hero had a knack for reading people, if he said Captain Marvel was ok, then that is good enough for them.

The teen hero, looked back at Mar-Vell one more time before facing his team. He looked up at them and nodded.

"Then it is settled." Thor said, the others nodded in agreement.

However, just before they moved away, Wasp flew close to Hulk's ear. "If he does anything suspicious, smash him." She whispered.

Hulk smirked and nodded before walking away with the others.

While the team and Captain Marvel left to prepare, Ben held back for a moment. The Alien Avenger stood outside Carol's room, but the teen made no effort to look through the window at her. He felt to ashamed to do so. But berating himself for his mistakes was not the reason he stayed.

A few seconds later, Jane Foster exited the room through the door, having just completed a post treatment examination. The Medical Practitioner noticed the teen hero standing before her.

"Oh, Ben. Are you waiting to see her? She's just resting right now."

"No, we're just about to leave." Ben responded. "Hey, Jane. Can I ask you to do something for me?"

Jane raised an eyebrow, but nodded anyway.

"Can you stay with Carol for me?" Ben asked. "I don't want her waking up alone and wondering what's going on."

Jane looked long and hard at the teen hero. She could see some kind of turmoil going on in his eyes. Whatever happened to put Carol in this state, had clearly shaken the young man.

Jane placed a hand on the teen shoulder and nodded. "Of course, Ben. I'll keep an eye on her until you get back."

Ben smiled as a huge weight suddenly lifted from his mind. "Thanks Jane." He said gratefully as he left to join the others. Time to save the world.

On the outskirts of a small town, a lone truck drove down the empty road. The truck swerved on the road as the driver yawed, fatigued after a long day of doing, who knows what.

However the driver's drowsiness was quickly replaced with stimulating adrenaline, when a massive metallic foot stepped right in front of him. The driver didn't have any time to slam on the breaks, so the vehicle rammed straight into the metal limb, the bumper crumpling like a tin can from the impact.

The driver fearfully leaned forward to look through his windscreen and gazed up at the titanic being. The Sentry looked down at the truck and its eyes glowed. The terrified driver did the smart thing to do and abandoned his truck and ran, just as the Sentry blasted the truck with its lazer eyes, destroying it.

The explosion threw up a large cloud of smoke, which could be seen by the Avengers and Captain Marvel as they closed in. Thor, Wasp Iron Man and Captain Marvel flew under their own power. Ben flew as Jetray, Ant Man shrunk down and was perched on Captain Marvels back, while Hulk leaped along behind them, using his powerful legs to leap several miles in a single bound.

The group quickly converged on the Sentry's location, which turned out to be a drive in movie complex. Captain Marvel carefully analysed the Kree machine and noticed that the green orb on its chest was slowly blinking. The Kree scientist raised his arm to halt the heroes.

"We need to be careful here." He warned the group. "The Nega Bomb is armed."

Whoever invented the word 'careful' clearly never explained its definition to Hulk. Captain Marvel had just finished his warning, when the Green Giant leaped right past them, roaring at the top of his lungs as she landed right on the Sentry's back, slamming both fists down on its head. The impact was strong enough the make the alien robot stumble, but the Sentry remained standing, despite Hulk's fists pounding it into the ground.

"You may have been wrong about humanity showing promise." Ant-Man dryly remarked. "Do we have a plan?"

Captain Marvel turned to the heroes as he formed two pistols in his hands. "We need to open it up and expose the Nega Bomb core before it completes charging. That will deactivate it."

"Easier said than done I take it." Jetray quipped.

"I enjoy your species gift for understatement." Captain Marvel replied lightheartedly.

Meanwhile Hulk was still attempting to dismantle the Sentry, but the robots armor was proving to be trouble for even Hulk to dent. The Green Goliath was trying to tear open the robots head, nearly succeeding until the Sentry raised its right arm and its hand morphed into an energy cannon that blasted the Hulk with enough force to sent him flying across the yard. The robot then transformed its left arm into something that resembled a hose. Out from the barrel, it fired several green adhesive projectiles that collided with an incoming Thor. The Asgardian was caught off guard as the adhesive blobs covered him and pinned him to the ground.

Wasp, Iron Man, Jetray and Captain Marvel then flew around the Kree war machine, blasting it with their respective energy attacks and using their speed to outmaneuver the Sentry's weapons.

In response, the Sentry's legs transformed into a pair of high-powered drills that burrowed itself waist deep into the ground. The robot's shoulders then extended out and four more tentacle like limbs that proceeded to morph into various more weapons to fend of its attackers.

Wasp flew in close, using her small size to maneuver through the appendages firing her stingers as she did. However one of the limbs tips opened up into three sections and started rotating at high speed. The Sentry then aimed the spinning limb at Wasp, which acted like a fan that blasted a powerful gust of air at the size-changing heroine. Sending her flying into a poster on the cinemas display.

Another limb turned into a cannon that fired several projectiles at an incoming Iron Man. The Iron Avenger maneuvered around the projectiles however, the projectiles seemed to have homing properties as they changed course and perused Iron Man until they latched onto his armor, delivering a powerful surge of electricity into the suit, shocking the Iron Avenger.

Seeing the others go down, Jetray decided to switch things up and slapped the Ultimatrix dial. In a flash of green light, Jetray transformed into a large humanoid alien whose upper-body is covered with green eyes and black pupils with the largest eye in the center of its chest. Although it had no eyes on its face, which consists of a mouth and a very large pair of bat-like ears. It had dark yellow skin with lighter yellow skin on its chest and feet. It wore black pants with white circles on them with a white belt. It wears the Ultimatrix symbol on its belt.

"EYE GUY!"

The new alien landed on the top of the projector screen, just above the Sentry's position. The eye at the center of his chest started glowing as he fried a massive green beam of energy at the alien robot, impacting on the back of its neck.

In response the Sentry turned its homing projectile launcher on Eye Guy and fired several bolts at the multi-eyed alien. Seeing the projectiles coming, Eye Guy easily flipped over the projectiles. As with Iron Man the projectiles changed direction and headed straight back to Eye Guy. However the main advantage of having eyes all over your body, nothing can sneak up on you, meaning Eye Guy could see the projectiles coming in as clear as day. The multi-eyed alien fired beams from several of the eyes on his back, destroying the projectiles with ease.

"Ha! Saw that coming. I doubt you will see this coming." The alien quipped, as three eyes merged together in several areas on his arms and shoulders. He then proceeded to fire four beams of energy from the merged eyes, once the beams impacted against the Sentry's body, thick sheets of ice formed over the areas that the beams hit, freezing the Sentry's limbs in place.

However this seemed to be a temporary solution as the robots strength started to break the ice that restricted it. But with ice formed in it joints, its movements became sluggish. This provided the perfect opportunity for Ant-Man to leap of Captain Marvels shoulder and grew to his Giant Man form. The size changing hero landed right next to the Sentry, pinning three of its limbs under his boot while he restrained another two limbs with his arms.

"Marvel, go!" the scientist called out.

Captain Marvel then took the opening and he formed several power packs on his back, while a large cannon formed between his hands. The Kree scientist then aimed his weapon at the Sentry and fired a concussive blast of energy at the robot. The resulting explosion kicked up a lot of dust and the shock wave was powerful enough to send Giant Man flying several meters away.

As the dust dissipated, Captain Marvel gritted his teeth when he saw that the Sentry was completely unharmed. He mentally cursed the Kree technicians for making these things so durable. He retracted his cannon, and reformed the liquid metal into that of a long broadsword. He then proceeded to stab the blade into the Kree robots head. This time the blade managed to pierce the Sentry's durable armor as the blade sunk in as sparks erupted from the entry point.

Meanwhile Giant Man regained his footing and looked up to see Captain Marvel struggling to keep his position on the Sentry's head as it thrashed around, trying to shake him off. Meanwhile Eye Guy and Wasp jumped and flew around the Sentry's tentacles, while shooting lazers and stingers respectively to keep the Sentry's weapons away from Marvel.

Wasp then broke away from the close quarters combat and flew close to Giant Man's head.

"How's it going with your new BFF?" She said in a snarky tone.

Giant Man looked at the size changing heroine with an 'Are you serious' look. "You're giving me a hard time now? Marvel is trying to save us, Jan. And he's probably the only one with the knowledge to do it."

Now it was Wasps turn to give him the look. "Seriously, Hank, you know what? I give up." She said facing the size-changing hero as she threw her arms in the air. "I try and try with you. But it's never good enough.

I just can't be as interesting to you as aliens."

Hank shook his head as Wasps words and gave her a confused look. "What? What are you talking about?"

However before he could answer, the Kree Sentry saw that two of its opponents were distracted instantly prioritizing them as top targets, it opened up a compartment on its back and launched a barrage of missiles from its back. The projectiles flew straight at Wasp, who didn't notice due to her back being turned to the alien robot.

Giant Man however did notice, and his instinct kicked into overdrive at the sight of Wasp in danger. "Jan!" he screamed as he launched himself forward and wrapped his massive hands around Wasp, shielding her as the missiles collided with his. Giant Man was consumed in an explosion of fire as he screamed in agony. The force of the explosion sent the Titan hero flying as he landed on his back hard, his hands still clutching Wasp.

Seeing the explosion, every eye on Eye Guy's body widened in shock. "Hank!" he yelled as he broke off from his attack, just as Thor and Iron Man rejoined the fight.

Back with Giant Man, Wasp was able to wiggle herself out of the scientists grip, coughing from the dust of the explosion, but relatively unharmed. Once she cleared her eyes, she looked up in shock at the state Giant Man was in. His suit and face had several burn marks in several places and his eyes were barely open.

"Hank." She said in a worried tone. How could she have been so stupid? She let her personal feeling distract her and now Hank was seriously injured because of it.

"Go." Giant Man said weakly, his breathing heavy. "Bomb is the only thing that matters." He then forced his head up to look at her. "Jan, I… I love…" but he never finished his sentence as his strength left him and he fell unconscious.

Jan stood there for a moment, he hands clutched together as tears began to fall from her eyes. It was all her fault; she put Hank in this position.

Eye Guy watched the scene from a few feet away. He couldn't believe that someone else he cares about got hurt. But at the same time, he saw just how shook up Wasp was. How torn up she was seeing someone she cares for, hurt because of her actions. For the teen hero, it was like looking in a mirror. Maybe he wasn't as alone as he thought?

The noise of the battle quickly drew their attention. Their guilt and sadness was quickly replaced with rage. This thing was going down.

Wasp charged up her stingers and took of at incredible speed, while Eye Guy tapped the Ultimatrix dial and was consumed in a green light.

"EATLE!"

The new alien looked like a humanoid-insect with some shark-like characteristics as well. It was dark blue, almost purple, and light blue in colour. It had a long horn on the top of its head connected to a shorter protrusion on the back of its head and a large mouth that spreads over part of its chest. It wore the Ultimatrix symbol on its chest.

"I'm gonna, chew this Transformer rip-off like a toffee apple!" the alien exclaimed, his mouth didn't move as he spoke. The alien the charged forward like a steam train. The Sentry aimed one of its weapons at the oncoming alien, but the appendage was knocked off target by Mjolnir as it flew through the air, returning to Thor's awaiting hand.

This allowed Eatle to grab onto the limb and his powerful jaws opened and clamped down onto it. The aliens jaws easily tore through the metal in the tentacle as Eatle bit off the limb. He then proceeded to chew the metal plating and wiring that he bit off.

Seeing how easily Eatle tear through the Sentry's armor made Captain Marvel look at the Wielder of the Ultimatrix in shock. Throughout the course of the Kree empire, no being had ever been able to damage a Kree Sentry without first hand knowledge of the technology. But to see this creature just bite through the nigh indestructible armor like it was a piece of fruit. It was like nothing the Kree Scientist had seen before. Just how powerful was he?

But the surprises didn't stop there. Once Eatle had finished consuming the metal. The green section on his horn lit up and a flat beam of green energy fired from it. The beam tore through the air and collided with another tentacle, effectively slicing it off like a knife on hot butter. Captain Marvels jaw dropped as another limb, fell to the ground.

Eatle then proceeded to grab the fallen limb next to him and consume it like a piece of spaghetti. The Sentry tried to take aim at the Alien Avenger, but was suddenly bombarded with a Uni beam from Iron Man, Mystical Lightning from Thor, an Energy beam from Captain Marvels cannon, Stingers from Wasp and large boulders from Hulk. All the attacks converged on the Sentry, forcing it to use its remaining tentacles to shield itself.

This gave Eatle plenty of time to consume the alien metal and charge up his horn to fire another beam of green beam of energy at the alien robot. Once again the beam, sliced right through the durable armor and even cut a section of its head away. However, once the opening had been made, it instantly started to close up. All over the Sentry's body, it began to self-repair itself.

However, as the hole in its head almost sealed up, Wasp took the opportunity and flew at high-speed at the alien robot. The size changing heroine flew through the hole, seconds before it sealed up. She then proceeded to fly all throughout the inner working of the alien robot, firing her stingers like mad, causing circuits and internal wirings to short circuit and explode.

From the outside, the Kree Sentry began to spark and shake wildly as if it was having a stroke. Then it froze for a brief second as smoke started bellowing out of its head. Then the Sentry slumped to the ground, its tentacles flopping like wet noodles.

Without missing a beat, Hulk quickly leapt onto the Sentry and proceeded to rip of its head. He then grabbed its chest plates and easily tore them away, revealing a pretty dusty looking Wasp as she looked mildly concerned.

"So, um, I think I'm sitting on the bomb." She stated, gesturing to the large power core she was currently sitting atop of, desperately trying to mask her fear.

Suddenly a green light, shone out of the Sentry's body and the holographic head of a very angry Kree appeared above them.

"Mar-Vell? What are… By Hala." The alien exclaimed upon seeing the Avengers.

Captain Marvel then flew up to the hologram and gave a salute. "Yon-Rogg… Commander, I implore you. Shut down the Nega Bomb. Humanity can be an ally to the Kree. We need not destroy them."

"You've gone soft, Mar-Vel." Yon-Rogg replied, completely disregarding the Kree Scientists plea. "As of now, Earth is part of the Kree Empire. That does not require humanity or you to survive.

Burn, traitor." The Kree Commander snarled as he cut off his transmission.

Wasting no time, Captain Marvel landed in front of the Nega Bomb and started disconnecting and reattaching some wires.

"Tell me some good news." Iron Man requested in a worried tone.

"I can defuse it in about 10 minutes." Mar-Vel stated, earning a sigh of relief from the team. "It's going to go off in about five."

"I know you're not from around here and all, but that was more like bad news." Eatle sarcastically stated.

"We have to evacuate." Wasp quickly stated, flying up to the others.

"The blast radius is the entire planet, Wasp." Mar-Vel informed as he connected a few more wires. "Evacuation isn't an option."

"Hmm, bet I'll survive." Hulk grunted.

"Your compassion is overwhelming, troll." Thor dryly replied, noting the Green Giants insensitivity to the fact that they were all going to die.

"I could eat it." Eatle offered. "I'm pretty sure I can contain the blast."

Wasp however flew right up to Mar-Vel's face, an angry expression clear on her face. "This is all your fault." She accused venomously.

"I know." Captain Marvel solemnly replied as he removed the last wire from the core as he pulled the Nega Bomb, out from the Sentry's chest.

He then surrounded himself in his energy field and blasted off into the sky, at speed equal to that of a jet.

Seeing him do that, the heroes instantly came to the same conclusion. Captain Marvel was going to sacrifice himself to save them all.

"Marvel? Marvel! No, I didn't mean…" Wasp called out, immediately regretted her behavior towards the Kree.

Back with Mar-Vel, the Kree Scientist put everything he had into making sure he got the Nega Bomb as far away from the Planet's surface as possible. In a few short moments the he had managed to react the upper atmosphere, ice quickly formed over his armor. While the Kree had perfected space travel, their suits were not designed for interstellar flight and without any air, Captain Marvel quickly began to lose consciousness. He tried to stay awake, he had to get the Nega Bomb away, to save the Earth even if it cost him his life. However despite his best efforts, Captain Marvel lost consciousness, before he could break the Earth's orbit. He failed.

Luckily for him he was not the only hero on Earth. Jetray quickly intercepted the unconscious alien, and caught him before he could reach terminal velocity. The teen hero glanced at the Kree with a concerned look. He then looked over the see the Nega Bomb get grabbed by Thor. The Asgardian then flew forward; escaping Earth's orbit and then with a mighty heave. Threw the Nega Bomb, with enough force to sail right past the Moon and into deep space.

A few seconds later a massive explosion, erupted from the void. The blast was so powerful that the shock wave was able to shot past the Moon and hit Thor. From the Earth, the entire sky lit up from the intensity of the Nega Bombs detonation, but as the light died down, it was clear to everyone. The day was saved; the Earth would keep on spinning.

With the threat of the Nega Bomb over, the Avengers and Captain Marvel quickly rushed Hank to the hospital. The entire time Wasp, stayed right by Hanks side up until they wheeled him away for treatment.

All that time Ben saw how deeply this affected her and in turn he reflected on his own actions. He soon realized just how selfish he was, he was so concerned with protecting himself and that he didn't want anyone to get hurt because of him. But this battle made him realize that every member of the Avengers was in the same boat as him.

Ben walked over to Wasp and held her hand. The size-changing heroine looked at the Alien Shapeshifter with tear stained eyes. Ben gave her a comforting smile as he wrapped his arms around her in a warm embrace, which she returned in full.

For a couple of moments the heroes sat in silence in the waiting room. They asked Captain Marvel it he needed any medical attention, but the Kree Scientist refused. Apparently Kree were a lot tougher than they appear.

Finally after what seemed like an eternity, Jane Foster walked through the doors and informed the group that Hank was fine and was resting, coincidently, in the same room Carol was in. Wasp let out a huge sigh of relief as if she had been holding her breath for hours.

The group then followed Jane to the room so they can see them. However, Ben stopped before they turned the next corner and grabbed Jan's wrist, causing her to face him.

"Can we talk for a second?" He asked. Jan raised an eyebrow at the request, but nodded none the less.

Ben looked into her eyes for a brief moment before taking a deep breath. "I'm sorry, Jan. I'm sorry for not talking to you earlier about my problems. You were right. I choked when it mattered the most, I thought I was getting past what happened to me. But clearly I'm not."

Wasp eyes widened at the young hero's confession. She thought she would have had to wait a lot longer before he could finally open up to her. She reached out and placed her hand on the teens shoulder and gave him a warm smile.

"We all deal with loose in different ways, Ben. When you're ready to talk, I'll be here for you."

"That's just it, Jan." Ben quickly said. "I was scared to talk before. But I'm ready now." Wasp nodded as she waited for what he had to say.

Ben took a deep breath and told her everything. He started out with what she already knew, his family's death and how he found them in his destroyed house. But then he got to the part he left out of that story.

Julie's death.

He always made it sound as if he found her like the others; he never mentioned he arrived just in time to watch her die. Once again the pain of that moment washed over him, but it was different from before. By saying it out loud it was as if he was opening the door to that memory completely and letting all the pain and torment out, instead of slamming it shut whenever it would creak open.

Once he was done, Ben looked to the ground solemnly. He didn't know what Janet was going to do next. Tell him off for not dealing with this sooner? Accuse him of not trusting her or the others with his problems. Slapping him for being stupid enough to hid his emotions and put Carol in danger? All seemed like pretty good options in his mind.

However what Janet did instead, was pull the young hero into a warm embrace. The size-changing heroine wrapped her arms around him and held him close. Ben was surprised at first, but soon joined in the hug.

"I'm so sorry, Ben." Jan said softly. "That's something no one should see. Especially someone as kind as you."

In response Ben hugged a little tighter. Several tears began to fall from his eyes. But these were not tears of sadness, these were tears of relief. After all this time, he finally set the pain free. He felt an immense weight lift from his heart.

"Thank you, Jan." Ben croaked, as he broke the hug. "I'm glad I can always count on you."

Jan smiled as she tussled his hair playfully. "Hey, that's what family's for, right?"

Ben returned the smile as they walked around the corner to join the others.

The two heroes joined the others as they looked through the window to see Hank. From what Ben could tell, the size-changing hero looked alright. But then Ben looked beyond his bed to Carols and his heart sank. The SHIELD agent's head was tied up in bandages, with an IV drip sticking into her arm and a life-support machine hooked up to her.

Seeing her in this state, just made Ben feel more guiltily about not dealing with his problem sooner. If he had, then maybe he could have avoided this.

Ben quickly shook that thought from his head. He can't dwell on what could have happened, he should just be thankful that she was alive. Thinking of his life without her was just too much for him to bare. Wait, why would that hurt that much? They were friends sure, but why would thinking of his life without her hurt this much? Could he be… falling for her?

Before Ben could act on this new revelation, he was distracted by Thor's conversation with the Hulk.

"I would have woken before I hit ground. I did not need you to catch me." The Asgardian stated, referring to how Hulk caught him after he was blasted unconscious by the Nega Bombs shockwave.

"Of course, you didn't." Tony sarcastically replied.

"Wimp." Hulk chucked, giving the Prince of Thunder a playful nudge.

Tony then turned his attention to Mar-Vel, who looked grim despite saving the world.

"Okay, world saved. Mission accomplished." The Billionaire declared triumphantly.

"No, the Kree will be back." Mar-Vel informed woefully, as he turned to the Avengers. "And they won't underestimate you Avengers again."

"So what now?" Ben asked.

"Now I go to the Supreme Intelligence, our leader. I make an appeal for Earth's survival. You should prepare for the storm that's coming." Mar-Vell warned. The Kree then turned to Wasp and Ben, his expression softened. "I am truly sorry." He said as he looked in at the room's occupants.

"Watch over them."

"We will." Ben replied confidently.

Captain Marvel nodded as he then solely addressed Ben. "Do not worry, Ben. I will not inform the Supreme Intelligence of you Ultimatrix. If they were to ever find out about such a device. There is no doubt that they will do whatever it takes to acquire it."

Ben smirked as he held up the watch. "It wouldn't be the first time a bunch of aliens tried to take this thing. I say, bring it on." He said in a cocky tone.

While the others smiled at Ben's confidence, Mar-Vell did not seem convinced. Just before he could turn to leave, Wasp called out.

"Mar-Vel… Thank you." The Heroine said sincerely.

Mar-Vel responded with a warm smile, before he started to glow brightly and in a flash of light, the Alien disappeared.

Several hours later Iron Man, Thor and Hulk all returned to the mansion to rest and plan for an inevitable alien invasion.

Wasp and Ben however, remained at the hospital. Wasp was standing over Hank's bed, her hands placed on his chest, while Ben was sitting in a chair next to Carol's bed.

For several hours the two heroes remained by the sides of the ones they cared for, refusing to eat or sleep as they did so. After a while Jan laid her head down on Hank's chest as she watched him sleep.

"I'm sorry, Hank." She said, knowing that he couldn't hear her, but felt like she needed to get it out into the open. "I'm so sorry. For being so mean. For the way I treat you. For everything."

"Wow." A voice suddenly spoke up, causing both Jan and Ben to jump. They both looked up to see Hank smiling at them as he got into a seating position. "Are you sure you're not an alien? I take it we didn't blow up."

Ben rolled his eyes at the Scientist dry humor, but Jan giggled as she threw her arms around him and hugged him fiercely.

"Ow. Ow." Hank cried out in pain from Wasps vice like grip.

Ben on the other hand smiled at the moment. He was glad that Hank was ok and it was certainly a joy to see Wasp so happy. The pair stayed like that for a couple more seconds before Jan remembered something as she broke the hug.

"Hey, right before you passed out, you were going to say something really important. Go ahead." She said eagerly.

At that moment Hank paled as he realized what she meant. "What? Oh, I, uh- No, I was just- It wasn't…"

Ben couldn't help but giggle at the Scientists awkward position. He considered leaving the room to give them some privacy, but before he could another voice sounded out behind him.

"Guys?" Carol called out in a concerned tone.

Ben turned around to see her but, to his surprise, her bed was empty. Ben then noticed a strange glow emanating above him. The teen hero looked up and his eyes widened and his mouth opened in shock.

Floating several feet above him, nose against the ceiling, surrounded by a strange yellow energy field, was Carol.

"Why is the ceiling so low?" Carol asked, as she remained suspended above them.

Ben couldn't believe what he was seeing. Granted he had seen a lot strange stuff in his hero career. But nothing quite like this. He was at a loss for word, he felt like he should say something comforting. But he couldn't put the word together. Eventually he just forced himself to say the first thing that popped into his head.

"Well that's different."

Another Chapter done, I hope you all enjoyed it.

Now I have an announcement, the next 3 or 4 chapters will be stearing away from the plot for a little bit. Ben will be going on a few adventers and meet some new Hero's and Villain's. Trust me, its gonna be good.

Up Next, Ben and Carol will learn the nature of her new abilities. Secrets will be revealed. And a New Alien will make his debut.

Until next time. CaptainRex75, out.