Artesia, New Mexico
08:23:47
48…
49…

A shot rang out, the distinctive sound of a SHIELD-issue ‘Needler’, though the noise still put everyone on the defensive. Captain America’s shield was quickly up, so fast in fact that Maria Hill had not even seen the man move. Only a heartbeat later she heard the sound of standard military-issue firearms of every size and shape ratcheting to action ready. Her own gun was in hand a second later. She was tired.

“Damn birds,” Colonel Nicholas Fury said, his own gun lowering leaving a wispy bit of smoke as he watched a blackbird fall from the hazy morning sky. As he holstered his gun and looked about he almost seemed embarrassed at the number of agents and soldiers standing with guns drawn and at the ready, all vaguely pointed in his direction. There was no fear in his one good eye, and after a moment he smirked. “Sorry.”

Even though what was left of the Scarecrow had long since been secured and deported for parts unknown- along with the other villains that had been under Ultron’s control- Fury had given the order that any bird coming into the ‘Red Zone’ be shot on sight. When the initial check for survivors by SHIELD’s ESP-er Unit revealed the slightest mental activity in some of the zombified villains, all were quickly secured and transported out of the area. Hill had not been privy to the destination, but assumed to whatever the closest military installation outfitted with holding cells for Marvels as well as hospital facilities; probably Nellis, or maybe even Tablerock in Oregon. Perhaps it was whatever unique gene that contributed to the making of a Marvel, or there own enhanced physiology because of it, whatever, so far no survivors had been found among the more ordinary victims. Even though the Avengers and the invading taskforce had done their best to take down the ‘Zoms’ with mercy, whatever Ultron had done to them had apparently killed them in the process.

Despite the fact that Scarecrow was miles away by now, Fury was taking no chances that he might somehow be in contact with his birds. Too, there was the fact that Ultron often boasted—usually accurately—that he planned for every contingency. Hill hoped that if that were true, whatever back-up plan the mad robot had would not immediately be implemented, and not here.

They were all tired and on edge from Fury on down to the cook manning the chow wagon at the edge of the secured perimeter. Everyone had been up and awake and on alert for hours, ever since it was first known of Ultron’s capture of Artesia and the underground Thunderbolt Base. She could see it in every eye she caught, red from fatigue and somewhat dull. All were haggard and dragging, the men sporting five o’clock shadows and the women were all in need of a hairbrush at the very least. Everyone stank of sweat and smoke and the foulest odor of death seemed to cling to their clothes. No one had had the time to clean up, nor eat more than field rations that had been distributed. It had been hours since the last shift change for the military, and even longer for SHIELD To everyone’s credit though, no one complained. The devastation and annihilation of an entire city and its population quelled any thought of complaint. And elsewhere everyone knew it was worse.

“Someone’s coming,” General Archibald Tucker, USMC Special Forces said pointing into the garishly lit hole. They were all gathered about the gaping crater that had been created by the Missing Link’s suicidal plunge that had been Ultron’s means of egress into Thunderbolt Base. Down below the rubble and remains of the Missing Link and the woman and child had been removed and lights strung throughout the base powered by one of the many portable generators that had been brought into the area.

They had received transmission that one of the HAZMAT teams was coming out of the base along with Dr. Myron MacLain and the remains of Ultron, finally. It had taken hours and several teams to purge the excessive radiation that had been expelled throughout the base by Nuklo and remove his zombified body. Even so the energy levels were such that suits were required below rather than the Anti-Rad patches that everyone above ground was wearing.

Hill stepped closer to the hole and peered down as the team came into view. The armed and armored pair of Guardians came first, followed by the HAZMAT team dressed in their bulky suits; five of them, one being MacLain. Four more Guardians followed; two maneuvering the carbonadium cylinder that contained Ultron’s hopefully inert robotic shell, two bringing up the rear. Again, Fury was taking no chances.

Everyone jumped at the sudden increased chirping of the several Geiger Counters that agents held in the area. Unconsciously Hill stepped back from the hole even as Fury stepped closer.

“Sorry, Doc,” Fury said as he leaned over the edge to address the group. “Yer gonna have to wait for a cleansing. You’re reeking with Rad.” Hill saw one of the group look up, and though she could not see his face through the helmet’s visor, she knew it must be MacLain.

“Understood, Colonel,” the doctor and creator of adamantium said, his voice sounding weary over the suit’s speaker. Hill recalled the doctor’s history as she stared apprehensively at the carbonadium cylinder that held the decapitated remains of Ultron, half expecting the robot to burst free at any moment. Myron MacLain had been a genius and a ‘whiz-kid’ metallurgist back in the days of World War II. He had accidentally created the unique metal that had forged Captain America’s shield; a combination of vibranium and what was now adamantium alpha—true adamantium. Subsequent attempts by him and others to recreate the shield’s metal had resulted in other lesser forms of the indestructible material, carbonadium included. His discoveries had been both boon and bane however, as for every good created an equal evil seemed to result. MacLain had been called in to verify that this was in fact an Ultron made of pure adamantium, and the original, as the robot had created an unknown number of versions in lesser form in the past that had held his electronic, artificial intelligence.

“So, what’s the verdict, Doc?” Fury asked, still hovering over the hole. Hill wondered at his foolishness, or bravery, or maybe ignorance at the levels of radiation that the Geiger Counters were registering. There were always rumors of Fury’s seeming longevity; rumors and confusing reports and speculation. Something called the Infinity Formula popped up in many files that she had seen. Others speculated that he was a Marvel in some sense with regenerative properties like Wolverine of the X-Men. His personal records were impossible to find, and the truth would probably never come out until he died… again… for real.

MacLain on the other hand looked his age. The man was approaching ninety years old and his body showed it with wispy strands of snow-white hair and a curved spine that left him hunched and walking with a cane. Hill saw the doctor glance back at the cylinder, then up to Fury again.

“The shell is adamantium alpha,” he said tiredly. “Whether it’s Ultron’s prime shell, I don’t know. The robot had access and resources to create adamantium alpha in abundance. Severing the head fried the body’s circuitry as far as I can tell. Perhaps your computer specialists can find something from the inborn memory, but that’s beyond me to do here.”

“Understood, Doc,” Fury replied. “Sit tight and we’ll get you outta there ASAP.” Fury moved away from the hole at last and everyone seemed to share a collective sigh of relief as they followed to a safer distance away.

“We’ll ship the shell to Tablerock as soon as it’s cleansed and get the Geek Squad to take it apart,” Fury continued as he relit the stub of his cigar. He sighed as a cloud of bluish smoke roiled about his face. “I wanna know if we finally beat this bastard or what.”

“I doubt it,” Captain America said. Hill looked at the man and could see that he seemed just as exhausted as everyone else. The man had proven himself many times since accepting the mantle of Captain America from Steve Rogers, both on his own and as an Avenger, but she suspected that this was his first encounter with a slaughter of this magnitude. He had seen his fair share of inhumanity during his time in Vietnam, but this was something else. Everyone but Fury and Tucker seemed beaten to the bone, and even the four-star general seemed dazed despite surviving Korea, the Nam and Afghanistan.

“From what I’ve read, trying to catch up on the Avengers’ files, the robot seems unstoppable.” Captain America adjusted his shield, slipping it onto his back now that the team had reported Ultron truly inert. “Well, maybe unstoppable isn’t quite right. He’s been beaten time after time, but keeps coming back, usually stronger than before.”

“From what I read,” Hill said, glad to finally contribute, “his consciousness is transferred to a new receptacle if one of his bodies is destroyed. We should probably assume that to be the case here as well.”

“Yeah, but hopefully it’ll be awhile before he can regroup. He’s a fuckin’ pain in the ass. With luck the Vision trapped his essence in the shell when he cut his head off. End of story.” Hill watched as Fury chomped on his cigar and touched a hand to the Blue Tooth in his ear. “Dugan… Gimme an update.”

Everyone adjusted their own earpieces as the gravelly voice of Dum Dum Dugan crackled over their receivers. Dugan had been sent to Ground Zero in Kansas to oversee Search and Rescue on the SHIELD end of things. Last report he had said that they were moving into the area, but the death and destruction there was even worse than in Artesia.

“It’s a mess Nick,” Fury’s second in command said, his voice sounding defeated. “We’re moving out from the impact and so far no survivors at three miles in any direction. The outer markers are finding a lot though, though none in good shape. You remember Nagasaki…”

“Yeah,” Fury replied with an unaccustomed despair in his tone.

“Whatever Ultron did to modify the bomb, it wasn’t just Neutron. Can’t imagine what it would’a been like without Ms. Marvel.”

“Yeah,” Fury said again and Hill for the first time heard the sound of defeat in his voice. “Keep me posted, Tim.” Hill’s eyed widened at that. Dugan was always Dum Dum, or ‘Old Walrus’ to Nick Fury. They had been friends for ages and had fought side-by-side and back-to-back through countless crises.

“Stark?” Fury said, again tapping his Blue Tooth. There was a moment’s static as the bandwidth changed and the voice of Anthony Stark crackled in her ear.

“Here, Nick.”

“We just extracted Ultron. MacLain says it’s the real deal.”

“Good to hear. Hopefully we’ve beaten him for the last time.”

“How’s things on yer end?”

“We’re getting patched up,” Stark replied. “I’ve been given a clean bill of health after a bit of cleansing. Carol’s in Mt. Sinai here in the city, with the best doctors and woke a couple times, but she’s still pretty out of it. Initial tests show that she’s probably burnt out her ability to absorb energy, but we’re still hopeful. Vision’s basically all right, though still in his extreme density. We’re a little worried what might happen if he shifts. We’re waiting on Henry Pym and Jim Hammond to show up before we get down to the nitty gritty. Reed Richards is here though and capped off the arm. The rest of the group seems none the worse for wear, at least physically.”

“Good to hear,” Fury replied. “Keep me posted.” Fury terminated the transmission and removed the Blue Tooth from his ear and slipped it into a pocket of his field vest. Hill watched as he chewed on his cigar, scanning the devastation of Artesia. Maria Hill watched as another HAZMAT team scrambled down into the crater to cleanse the team waiting there. In the distance she heard a semi tractor trailer roar to life and saw it start to pull away, knowing that it was filled with dead bodies. She bit her lip as her heart seemed to rise into her throat.

“We’re done here, people,” Fury finally said, looking at the general, Hill and Captain America. “Nothing left but the clean up. I’m heading to Kansas. Cap,” he said extending his hand. Hill watched as Captain America shook it. “Thanks for your help. Suggest you and Hill get back to the Avengers.” Fury turned to Tucker.

“General, I’ll leave you in charge now. Agent Alton will be my liaison. I have full confidence in her.” Hill saw a blonde woman dressed in SHIELD field uniform step up and nod, smiling slightly as she extended a hand to the general. He shook it.

“Thank you, Colonel,” Tucker said, his voice heavy. “I’m proud to have finally met you. Wish it had been under better circumstances.”

“Likewise, General,” Fury responded, already turning towards the impromptu landing area for VTOL craft. Hill watched as he boarded a SHIELD Cruiser that swiftly took to the air and headed north east at its best possible speed. When the craft became just a dot on the horizon, she heard Captain America’s voice behind her.

“You ready to go, Agent Hill?” he asked.

“Yeah,” she said feeling total despair wash over her again as she scanned the remains of Artesia, New Mexico: Population zero. “Let’s get the hell out of here.”

THE DAY AFTER

Part I

By Curtis Fernlund and Dino Pollard

Mt. Sinai Hospital
Manhattan, New York
12:47:18
19…
20…
21…

When Carol Danvers opened her eyes, she found herself staring up at a fluorescent light. The sound of a heart monitor beeping by her side and the feel of an IV in her arm. Suddenly, the face of a demon with indigo fur over his body, glowing yellow eyes, sharp fangs, pointed ears and a friendly smile appeared over her head.

“Guten tag!” said Kurt Wagner. “Whoof!” He was pulled off the bed by his tail and the culprit was a statuesque black woman with long white hair and blue eyes which betrayed her ethnicity.

“She just woke up, Kurt. Give her a moment to adjust,” said Ororo Munroe with a smile.

“It’s good to see you guys,” said Carol.

“How are you feeling?” asked Ororo.

Carol struggled to sit up, the drugs still very present in her system. “Pretty groggy. And a little bit weak to tell you the truth. Think I might pull something if I try to lift anything heavier than the remote.”

“The doctors said you’re healing quite nicely—and quite quickly,” said Kurt.

Carol smiled. “Say what you will about the Brood, but they know how to make you tough.”

“Your powers are another matter,” said Ororo. “Reed Richards looked over your test results and he believes that the radiation you absorbed may have burnt them out. But he said it should only be temporary.”

“Not the first time I’ve had to get by without powers. At least this time my mind is still intact.”

“Perhaps Tony will spring for sick leave, ja?” asked Kurt.

Carol chuckled. “Yeah right, you don’t become rich by giving hand-outs. If I know Tony, he’ll be in here by tomorrow asking when I’m getting back to work. But even though I’m a little banged up, we’re still here. I’m guessing we won?”

“Yes, the Vision destroyed Ultron,” said Ororo.

“Vizh?” asked Carol. “Wow, that’s something I wasn’t expecting. I didn’t know he was able to do anything on that scale.”

“It came at a cost, I’m afraid. His body was badly damaged but Tony has called in some help to have him fixed,” said Ororo.

“Can’t seem to get out unscathed, can we?” asked Carol.

“I suppose not,” said Ororo. Her expression became one of concern when she looked at her friend’s face. “Carol? Are you okay?”

“Just a little light-headed is all. Feels tough to keep my eyes open.”

“It’s the drugs, the nurse said you may fade in and out.” Ororo gently patted Carol’s hand with her own. “We’ll let you get some rest.”

“Thanks, think I could use it.”

Kurt bent over Carol’s body and kissed her forehead. “Auf wiedersehen, fraulein.”

She smiled back. “Take care, Elf.”

Avengers Island
Manhattan, New York
14:53:39
40…
41…
42…

The Vision lay on an examination table in a laboratory on Avengers Island. By his side was Jim Hammond, the original Human Torch from World War II. The battle with Ultron had left the Vision’s arm destroyed and the rest of his android body was stuck in a hardened state. As his design was based on Hammond, Tony had invited him along for assistance. They were both hooked up to various machines and computers and nearby, Hank Pym rubbed his chin as he looked at the readouts. Both he and Reed Richards were also asked to come and offer their expertise.

“There’s no two ways about it—Phineas Horton was a genius far beyond his time,” he said. “Jim, there’s things in your body’s construction that are still a mystery to a lot of people. How he was able to construct all this in the thirties is nothing short of amazing.”

“Agreed,” said Reed Richards.

“I wish I could tell you more,” said Jim. “Unfortunately, I’m pretty ignorant about what’s inside me. All I know is I seem to work pretty well most of the time. Except at the moment.”

“The incident with the Hulk,” said Tony Stark with a sigh. “We should have been there.”

“You’re not the only one kicking yourself Tony. I’m on the west coast and even my team missed out on the fireworks,” said Hank.

“Hardly like you guys are sitting around,” said Jim. “The Hulk seems to have quieted down for now at least. Lord only knows how long it’ll last.”

“Sooner or later, we’re going to reach a point where the Avengers and the Hulk are going to have a showdown,” said Tony. “By the way Hank, thanks for making the trip out here. Scott’s our resident tech guy, but I told him to take some time off and visit his daughter. Now that she’s moved in with the Young Avengers, he doesn’t get to spend much time with her.”

“No problem at all, things have been a bit quiet over at the Avengers West Compound,” said Hank. “Besides, given how the Vision’s technically my grandson, I should be part of reconstructing him. I just wish I was better equipped for this.”

“Your assistance is appreciated, Dr. Pym,” said the Vision.

“Unfortunately, I’m not sure what help I can really be,” said Hank. “I know more about the Vision’s android body than just about anyone since I was actually inside it, but I can’t really figure out what to do here. We can’t repair the arm without first restoring the body to its natural density.”

“Would you like me to attempt to revert to my natural state?” asked the Vision.

“Not yet,” said Hank. “From the readings we’re getting, I’m worried that may cause more harm than good. But maybe we could go to the source…”

“Even if Ultron’s body weren’t destroyed, I don’t think he’d be much help,” said Tony.

“Not Ultron. While it’s true he created and corrupted the Vision’s original programming, based on Simon William’s brain patterns, he wasn’t the one who built the Vision’s body. That was done by someone else.”

“Of course,” Reed Richards said, slapping an elongated palm to his forehead. “The Mad Thinker!”

“Can we find him though?” Stark asked.

“Current SHIELD files indicate the Mad Thinker is incarcerated in the Vault,” said the Vision coldly.

Tony already had his smartphone in hand and dialed a number. “This is Tony Stark of the Avengers, I’m requesting clearance to have one of your inmates temporarily transferred to my custody.”

The Vault
Upstate New York
16:38:29
30…
31…
32…

They/he will be here soon…

The Mad Thinker shifted slightly on his cot, the wafer thin mattress doing little to ease the discomfort that he had not quite gotten used to during his months of incarceration. He stared coolly at the four cold metal sheathed walls of his cell, the thick door locked manually with a simple dead bolt, the camera set well into the depths of the north west corner so that he could not reach the electronics. There was a cot chained and hanging from the wall, a toilet and sink, a metal stool no longer bolted to the floor. Sparse… Spartan…

The Mad Thinker smirked.

They fear me.

At 16:52:17 I will hear the outer doors open. I will hear the footfalls, twenty-seven steps at least doubled as they approach my cell. There is always the human factor, the X in the equation. Stark will come personally of course. He may bring Richards however. And there will be the guard of course.

I’ve heard…

As though Ultron were a true threat.

Better to fear me. My precision will be their downfall. Once I agree to aid them, the Pleistocene mechanisms within my hollow tooth cap will broadcast and their collective fate will be sealed.

I shall decimate Goodman, Lieber, Kurtzburg and Holliway for their sheer audacity. How dare they…

I hear the outer lock opened.

16:52:12…

They’re early.

And I hear four sets of footsteps. They’ve brought Hammond.

Perhaps I’m tired.

I’ll sleep in eighty-seven minutes, thirteen seconds. It will take them forty-eight minutes, seventeen seconds before they ‘convince’ me to help them restore the Vision’s arm. I need no convincing of course, but I will listen.

It will take them an additional twenty-seven minutes to banter on their success, congratulating themselves and thanking me. But there is paperwork to process and I will have time to sleep after they leave. Thirty seven minutes, twelve seconds…

I will be shackled of course. Like I could defeat Stark, Richards or Hammond, or any of the guards for that matter in a physical confrontation. My mind is my power and strength, and even Richards- proclaimed the smartest man on the planet- cannot hold a candle to my analytical mind. But once I am outside…

Once I am beyond the confining walls of the Vault the signal will be sent. The mechanisms that I have implanted; the cerebral unit will signal my androids, my servants and they will come to my aid. They will assault Avengers Island and set me free in twenty-three hours, eighteen minutes and seventeen seconds…

“Thinker. I have a proposition.”

I look up at Anthony Stark, Reed Richards and Jim Hammond, trying to hide my elation. My mind is awhirl as I adjust the time in my head, allowing for their unorthodox promptness.

They would regret this day…

16:54:18

19…

20…

21…

NEXT: The Mad Thinker is released from prison and brought to Avengers Island to help fix the Vision. And he probably will, right before the Awesome Android Attacks! Tony… Tony… Tony… What were you thinking? The Avengers are doomed, unless Hawkeye and Songbird arrive in time to save the day! Place yer bets…