USAgent

PREVIOUSLY: A surprise attack on the S.H.I.E.L.D. Helicarrier as it hovered over Death Valley after the successful attack and capture of the mutant terrorists known as the Resistants had resulted in dozens of casualties and the near freeing of the Sleeper IV robot by the mechanical consciousness known as the Machinesmith, who was using the hijacked body of the reserve Avenger known as Machine Man to carry out this vicious attack. After debilitating the floating fortress with waves of explosive toy planes, the Machinesmith had been halted in his theft by Firebird, who had vaporized the upper torso of the Sleeper IV, ending that threat and saving the lives of the USAgent and his team.

But in a rage over this loss, the Machinesmith lashed out and snapped Firebird’s neck…

GEARS OF CHANGE

Part II: Free Falling

By Clayton Tooley

The dull sound of Bonia Juarez’s corpse hitting the deck resounded like a musket shot in the head of John ‘Jack’ Walker, the Avenger known as USAgent, who flung himself to his feet and tackled the purloined body of the murdering Machinesmith, driving Machine Man’s body into the deck and landing a series of vicious punches to the hard metal face, his super strong knuckles denting the metal shell of X-51 but the Agent was beyond caring.

“That’s enough!” he said, reflexively snapping back to avoid the whip-fast strike of Machinesmith’s left arm as it attempted to coil around his neck and Jack seized it quickly with his right hand as he drew his left hand back, willing his photonic shield to form around his fist like an axe which he plunged down without taking any time to think about it and the keen edge ripped straight through the stressed metal shoulder joint and bit deeply into the deck, driving by the sledgehammer power in the Agent’s enhanced arm.

A shrill whine of electronic agony issued from the fixed open mouth of Machine Man as the Machinesmith, his consciousness intertwined tightly with that of the trapped Avenger, writhed in agony and flung the Agent from his chest to slide to a stop next to his best friend, Lemar Hoskins, who in his Battlestar uniform knelt next to the body of Firebird, his eyes wide with shock. Across from him knelt Cathy Webster, the young heroine known as Free Spirit who was still recovering from her fiancé, Jack Flagg, being murdered by the Resistants, and tears were streaming down her face. From a recession in the deck wall, the arms of Dennis Dunphy began moving as D-Man regained consciousness after taking a terrible blow from the now destroyed Sleeper IV robot.

All of this registered on the USAgent’s senses but his eyes never wavered from the rising body of Machine Man. [You will die for this, Agent,] Machinesmith said, all of his prior bluster and cockiness gone as the sparks from the empty shoulder sprayed into the air and his yellow eyes flickered as he attempted to reroute power as quickly as possible. [All of you will die like that whore!] Spinning faster than he’d have imagined possible, Machinesmith shot for the roof of the deck where a hole had been torn during an earlier battle with Battlestar and D-Man, his metallic form barely missing the still shocked form of Agent Quinn, a retiring S.H.I.E.L.D. Agent who had found all of the action during the Resistants mission, including his killing of an enemy combatant, too much for his scientific-minded desires.

As Quinn ducked back out of the way of the flying robot, Jack scream in rage and reformed his shield and hurled it after Machinesmith and was rewarded when it caught the center of his boot and destroyed the anti-gravity propulsion circuitry and nearly succeeded in crashing the robot to the deck, but at the last second he cleared the deck and powered down the hallway with what power he had left.

USAgent didn’t stop to see if Battlestar followed him as he crouched and leapt for the deck above, clearing the 15 feet of the oversized decks easily and swinging over the side feet first, barking at Quinn, “Find a way to stop Machinesmith before I have to kill Machine Man.” He didn’t pause his breakneck speed down the hallway, stepping carefully but quickly over the bodies strewn about the deck. He saw as he rounded the last corner the original point of entry for Machinesmith into the Helicarrier, a deck-tall rupture of the outer hull that had killed three S.H.I.E.L.D. Agents who had been working there at the time.

Their shattered bodies caused both of the heroes to pause for a moment and they barely saw the damaged foot of Machine Man disappear over the side of the hole as they picked up their speed to slide to a stop and peering out. Already passing the halfway point of the Helicarrier and accelerating with gravity, the purple armored body of their colleague was all but gone, beyond their ability to reach or save…

“No,” Jack said, looking at the blood on the walls and hearing nothing but the sound of Bonita’s neck snapping like wet twigs in his mind. “No, goddamn you, no. Not today. No more.” Reaching out he took Battlestar’s triangular shaped shield from him and took one last look over the side, then nodded. “C’mon,” he said to his friend and began sprinting back down the hallway, heading to an unknown destination.

Not usually one to question his friend in matters such as this, especially after all he’d seen today, Lemar sprinted to catch up to the Agent and actually beat him to the corner and turned it, saying, “So, where to?” before he realized he was all alone. Battlestar just barely was able to turn his head back the way he’d come before he saw his friend hurling himself out of the hole in the far end of the deck, his sprinting body knifing through the air like a black and red missile, his eyes locked on a far off speck of purple that he couldn’t possibly have any hope of catching.

From the top of the Helicarrier, Julia Carpenter knelt holding onto the side of the massive airship with one of the innate abilities that were hers to control as the arachnid Avenger known as Arachne, and she was confused by the purple figure that had flown out of the massive entry wound on the ship 10 or so decks down, the one Firebird had flown into to check the situation a few moments ago, leaving Arachne to monitor the situation on the upper deck as the S.H.I.E.L.D. Agents attempted to regain access to their systems and get their aircraft into the air to track down any further explosive toy planes from attacking them, or to begin repairs from the damage inflicted by the earlier waves. From the way the deck crew was describing it, if Major Blood hadn’t reacted so quickly with the chaff the ship would have been destroyed.

Julia was considering their ‘luck’ when she saw USAgent fling himself out of the hole 10 decks below and begin an arrow-sharp descent toward the desert floor two miles down. “NO!” she screamed, launching herself from her perch but her hesitation from shock and no warning was too much and she knew instantly she would never catch him, and she screamed again as she caught herself with a psi-web and bounced back up, subconsciously landing in the same hole Jack had jumped from and tears began leaking form her eyes as she watched the man she’d shared herself with the night before plummet to his death before her eyes.

“Jack!” Lemar screamed as he slid to a stop next to her, putting a hand on her shoulder to steady himself. “You’re not wearing a chute!”

“Arachne to Firebird,” Julia shouted into her communicard. “Man overboard!”

Lemar put a hand on her communicard and said in a low voice, “She’s dead, Julia. Machinesmith killed her. That’s who Jack’s chasing.”

Tears flowed freely from Archne’s eyes now as despair ripped into her heart and her stomach clenched as she rolled forward into a deep crouch. “We need to get a flying car or jet pack in the air,” Battlestar said, looking around at the side of the Helicarrier that he could see. He spied the nearest hanger door, two decks down and a few meters over, its large double doors only about 6 feet open, too small a gap for a car. “All the supply depots up here are heavily damaged and the internal lifts are out. I’d never get to a jet pack in that hanger in time to catch up to Johnny.”

Arachne’s head shot up, her strawberry blonde hair flying. “You can fly one of S.H.I.E.L.D.’s jetpacks?

“Of course,” Lemar said. “When I was Buck…”

He never finished that sentence because before he was able to recognize the change in scenery he was in the air, floating down the side of the Helicarrier as if on a cloud until finally, after at least a year or two, he felt a tug and suddenly the hanger doors he had been looking at in the distance were coming at him way too fast and at the wrong angle. He started to scream but had scarcely gotten the first sound out when his vision shifted sideways and suddenly he was inside the hanger, upside down and heading rapidly toward a rack of gleaming jetpacks.

When Arachne released him, he stumbled forward onto his knees and clutched his head, his entire sense of balance shot and nearly blowing chunks. He recovered quickly and stood, allowing Julia to shove a jetpack onto his shoulders even as he drug him bodily toward the hanger doors, buckling it absentmindedly as she did so. Lemar attempted to assist her and engage the warm-up sequences even as he marveled at the strength, speed and determination of this little white woman who hadn’t said one word to him during the trip but the tears on her face was enough to settle his stomach and take the last step toward the doors himself.

“Don’t worry, Julia, I’ll catch him,” Battlestar said as he silent made a quick prayer and jumped into the abyss after his best friend.

Two decks above and deeper into the ship, Cathy Webster laid her head on the shoulder of D-Man and sobbed over the still body of Firebird, who they had not moved since her head had been nearly completely twisted around by the unnatural mechanical might of Machine Man. Dennis Dunphy looked at the body in haunted horror, unsure what to say or do. He barely registered when a small form landed in a crouch next to him and began cursing quietly. He looked over and saw Greer Nelson, the Avenger known as Tigra, observing the still body of her good friend.

“What happened?” she asked, her voice low and dangerous. “Who did this?”

D-Man told her in short, concise sentences as he gestured behind him at the shattered Sleeper IV robot. “She saved all our lives,” he finished. “At the cost of her own.”

They were silent for a moment when a wet rasp suddenly ripped through the room and shocked them, forcing them all to take a quick step back from the suddenly jerking body before them. Before their eyes the twisted, destroyed neck of the young woman before them moved beneath the skin in a horrible display and another agonized gasp rocked her body, and this time they saw that the chest heaved and bucked.

“Jesus Christ!” Free Spirit shouted, stunned. “She’s alive!’

“She IS immortal,” Tigra said, stunned glee rippling across her furred face even as fat teardrops slid down her checks. “Well, immortal-ish.” She prowled forward on all fours and circled Firebird’s body once before settling in on her hunches at her head, settling her nerves. “I can smell her, fighting for life. But this is damage beyond her ability…this needs corrected.” Tigra looked up, her expression hardening into steel. “This is going to be….unpleasant.”

Without a second thought, she reached out with her super-strong hands, wraping them firmly around the head of Bonita and twisting as suddenly and powerfully as Machine Man had before, snapping the young woman’s head back around with an even worse sickening sound than before. Blood and spittle fanned out from the mouth, nose and ears of Firebird like a hose and Free Spririt lurched backwards, turned and began vomiting loudly. Tigra sat back, her face uncertain yet hopeful. “The rest is up to her,” she said as the woman before her continued to convulse and gasp.

“D-Man!” a voice above them, one belonging to Agent Quinn, drew their attention upwards to where the smaller man was waving from the edge of the deck. “I have something you have to see immediately!’

If I don’t die, I’m a dead man, USAgent thought as he fell through the air like a dumbass missile, his eyes locked on his target as he led with the heavy weight of Lemar’s shield. He had formed a helmet over his mask to keep the wind out of his eyes using the holographic/photonic energy emitters he wore beneath his gloves he normally used to generate his shield. This new model of his old Force Works shield made stupid tricks like this much easier, but he had to admit that holding an honest-to-God real shield in his hands again made him miss his real shield, which he’d trashed after the Whacko’s had disbanded.

He pushed those stray thoughts out of his mind as his target miraculously came into range and he hoped that his approach was undetected. If Machinesmith moved in any way at all he would miss and be nothing but a messy stain on the desert floor below. He banished the helmet and formed a clawed gauntlet on his right hand leading up to and past his elbow, establishing a firm connection to his body and spread his arms for the impact, extending his left hand that was holding Lemar’s shield directly toward Machine Man’s back.

He hit Machine Man’s body like a bomb and immediately clasped his right hand around the remaining upper right arm of the body and punched forward with Lemar’s shield hard and uncaring, driving the rounded point into the exposed purple back of the flying robot and through the metal, embedding the shield firmly and causing a ripple of agony through the facsimile nervous system that the Machinesmith was controlling, causing another ear-piercing cry of pain.

“Surprise, motherfucker!” Jack snarled as he wrapped his legs around Machinesmith’s waist and pulled his left arm free, the shield ripping various components from the inside of Machine Man as he did so, causing shudders of malfunctions and pain in the mechanical man. “Let’s take the next stop to hell!”

Bucking like a bronco, Machinesmith flailed about in the air to the best of his damaged ability to fly, which was never a strong component of Machine Man’s arsenal as he had relied more on canceling gravity in his general vicinity than actual quick propulsion, which he realized now was the reason the USAgent had been able to catch him. If he’d have flown up, above the plane of the Helicarrier, he would have been beyond the Avenger’s ability to following him. Pushing such recriminations aside, he extended his mechanical arm out to wrapping around his torso and that of the Agent and began squeezing, but he wasn’t able to get it tight enough to count before the meddling fool wedged his shield between the coils, halting their ability to squeeze the life out of him.

“You’ll never break my grip,” Agent said in his mechanical ear, his teeth gritted as tightly as his right hand grasped the arm of Machinesmith, his incredible strength slightly crimping the metal of Machine man’s arm. “I’ll drive all three of us into the sand until we hit China before I’ll let you murder more innocents in this body. I don’t know Machine Man well but I would rather die than have your blood on my hands and I know he would feel the same.”

[Fool!] Machinesmith screamed as he began to panic. [I can survive without a body and you can barely bumble through with one! You’re committing suicide!]

“I think we’re too far away from another acceptable body for you to land in, or at least far enough away that you don’t want to risk it,” Jack said, twisting away from a suddenly change in tactics by Machinesmith to loosen the grip of his arm to try to shake either the Agent or his shield free, but a quick spin under Machine Man’s right arm enabled Jack to get beneath Machinesmith with his legs locked tight, his right arm still holding Machine Man’s right arm from behind his back, limiting the movement of the malleable arm, and his left forearm shoving his shield under Machine Man’s head and forcing it up and back, keeping his eyebeams from drilling into his face.

“Otherwise, why not flee this body on the Helicarrier? Did you do your sabotage too well and have no safe haven on the ship? That’s not very smart of you, you mechanical genius you.”

[Why don’t you just die?!?] Machinesmith screamed, infuriated at this insufferable maggot’s continued success at delaying and damaging him. [You killed my friend and are now killing me! What kind of hero are you?]

“I’m just a guy doing what needs doing,” Jack said, his eyes cold. “The choice is yours.”

Machinesmith looked below them, realizing they had passed the one-mile marker a while back and were nearing 3,500 feet and had easily reached terminal velocity. It was only a credit to the Power Broker’s enhancement process that John Walker had gone through that he was not only conscious for this fight but winning. Risky or no, it was time for Machinesmith to go.

[The Skull did too good a job on you, you psychopath,] Machinesmith cackled. [It’s a shame your death today will rob him of his imminent plans for your future. He’ll be very disappointed that his fool is no longer awaiting his master’s guiding hand once more.] With those shocking comments, the light suddenly disappeared in the eye slits of Machine Man and the efforts to remain aloft that Machinesmith had been making died with them and gravity seemed to take a tighter hold on the suddenly immobile bundle of heroes.

“Oh, shit!” Jack said as they began spinning.

Major Jason Blood dropped through the emergency stairwell into the Deck 12 hanger bay and immediately began sprinting across the massive space to the slightly open main doors, where two figures stood talking in rushed voices, a half dozen or so other S.H.I.E.L.D. pilots standing around impatiently. “Arachne, D-Man, what’s going on? Where’s everyone else?”

In quick sentences they described their efforts to save the ship and Blood felt his mouth dry out hearing about Firebird’s situation and the dozens of his men who were dead. That all faded in importance, however, when he heard about USAgent and Battlestar. “We’ve got to help them!” he said unnecessarily.

“Quinn gave me something that could free Machine Man, at least temporarily, of Machinesmith’s control,” D-Man said, handing over a rocket-shaped device with a sharp point and nasty looking clamps on the front. “It’s some kind of inhibitor he cobbled together in the Sleeper IV’s lab while we were fighting. He says it can be fired from the grappling hook gun of one of the flying cars like any other standard ordinance.”

Blood flipped it over in his hands and nodded. “Right, I see that. This is amazing work.” He looked up at the doors and the engineers working at the access panels. “But we can’t launch the cars with the doors frozen like this.

“I know,” D-Man said, taking a deep breath. “We were just talking about that. Stand back.”

“Dennis, no, it’s too dangerous,” Julia said, her voice catching as her desire to save Jack was overcome by her concern for her friend. “Your heart!”

“I’m fine and they need us,” D-Man said as he stepped up to the oversized doors and squeezed into the six-foot opening between them, grasping each with one large hand, digging his super-strong fingers into the metal and beginning to pull them toward himself. As the Helicarrier’s doctor had told Jack and Lemar the previous day, D-Man’s strength enhancement exceeded both of their own by almost double, enabling him to lift in an unexcited state 20 tons of dead weight with minimal effort. With adrenalin pouring through his muscles and the memories of Firebird convulsing on the deck floating across his mind, he gritted his teeth beneath his red beard and pulled.

For a second nothing happened then the unbelievably heavy doors moved. They groaned and inched inwards toward the man in the yellow-and-black costume as he sought to release the emergency bulkhead catches that had been snapped into place by the Machinesmith during his infestation, working like the chambers of a revolver and locking in sequence. By moving the doors inward, he was tripping the catches backwards along the rounded edges, but if he pulled to far he would move the doors into the next gap and there would not be enough play left for him to do what he intended.

Just as the spoke on the chamber wheel reached the apex and moved to snap back into a locked position, D-Man flexed his superhuman muscles outward and threw his arms out to their fullest extent and slammed the doors apart with the force of a bomb. The two doors slammed into their sockets, demolishing the gears and locks and other internal systems into shrapnel as the force of his throw slammed them home with finality.

It would take repair crews nearly three weeks to rebuild the walls and doors, but no one on the deck at that moment was complaining. Even as Blood and his pilots bolted for their vehicles, Arachne lifted the sagging form of DMan aside and sat him down next to the awed engineers. “Rest,” she said, kissing him on the cheek. “And thank you.”

I’ve had better plans, John Walker thought as he looked over his shoulder at the ground rushing up all-too fast toward him, the craggy and sandy wasteland of Death Valley seeming eager to devourer him with heat and death as he clung to the immobile metallic body that was driving him to this doom. He was beginning to panic for the first time when the body suddenly jerked and he felt their momentum begin to slow slightly as yellow-energy began shining in the eye slits of Machine Man as he ‘woke up’ for the first time in days.

[I…I…I am falling,] he said tonelessly, as if lost. He seemed to concentrate and a flush of power ran through him and with a quiver he began powering his propulsion system, but it barely had an effect. [I am damaged…] For the first time he focused on the man clutching to him desperately, wrapped within his own mechanical arm. [You are the USAgent…John Walker. Why are you holding me? Did you damage me?]

“It’s a long story,” Jack said, smiling as best he could. “Let’s just say you haven’t been yourself and I’m sorry but right now we’ve got very few options before us. Can you slow us down?” Ever since the Machinesmith had left the building all efforts to remain in the air had failed and they were really falling now.

[I don’t know, I am attempting to access my repair subroutines,] Machine Man said, his eyes dimming. [I think I can…] [—You murdering BITCH!] he screamed as his hands shot out, grasping the sides of a young woman’s head and twisting with a sickening crunch—

[AARGH!] Machine Man screamed, involuntarily jerking back and nearly succeeding in breaking free of the grasp of the USAgent as he quaked with guilt. [What have a done?! I killed her!]

“No!” Jack said as his legs spun freely below him, only his arms remaining their grasp on the twitching, traumatized manbot in his arms. “It was the Machinesmith, he had taken control of you! He’s trying to kill both of us like he did Bonita! You have to fight it!”

In his memory Machine Man watched himself walk through a smoldering hole in the side of the S.H.I.E.L.D. Helicarrier, crunching through the bones and blood of three dead Agents on the deck without a second thought as he rounded a corner and came face to face with nearly a dozen more humans…humans he began to crush and stomp and mangle beyond their capacity to handle—

[I murdered them!] Machine Man wailed as he lost control of his internal gyros and they began to spin like a top, still decelerating too slowly. [I’m a monster!]

“Stop it!” Jack said, blackness creeping in on the edges of his vision as the punishment he’d taken began to catch up to him. “Machine Man…Aaron…you have to listen to me!” He managed to wrap his legs back around the robot and pulled his face even with his. “You aren’t responsible but that’s beside the point. If you can’t control yourself you’re going to kill us both! We can’t stop the Machinesmith if we’re dead!” The world spun again and finally, after all of his struggles, Jack saw hope coming from above.

Pulling himself together he reached up and tore his mask off, baring his face to Machine Man, whose very soul was exposed in his grief. “Listen to me…I can save you and all of the others that the Machinesmith might kill if we keep this up until we’re dead! He’s out there and will do this again if we don’t stop him! If you want to set things right and stop his evil…if you want to live…you have to trust me! I need your help!’

In his mind, past the images of death and destruction and gore, Machine Man found memories of his battle with this man on the Helicarrier and saw how he tried to stop him without hurting him. He saw how hard the Agent and his friends had fought to save him without damaging him, until it became too late. He saw the pain their hesitation had caused them on his behalf, and he realized he’d not earned so much compassion from them and if he did not try to make it right he would truly be what so many had thought of him in the past. He would be what the Machinesmith himself was.

A soulless automation.

[I trust you, John Walker,] he said.

“Then power yourself down, completely, now,” Jack said, sighing. “I can’t risk the Machinesmith returning, but I will help you, my friend.”

[But we’re only little more than 1,200 feet up…you can’t possibly survive if I quit my efforts to fly…] Machine Man began.

“I said to trust me,” Jack said, smiling. With a small nod, Machine Man powered himself down completely and they began the second complete freefall of the day…only this time John Walker reached toward the sky for salvation.

Lemar Hoskins had burned off his pants.

Diving toward the Earth with a rocket strapped to your back was stupid, in general. Doing it with the throttle cranked wide open and your body held ramrod straight to cut down on air resistance was an entirely different level of stupid. Pushing himself as hard as he could, Battlestar had not considered until it was too late that he couldn’t simply dive straight into Jack and save him, as then he’d been much too heavy going much too fast to pull out of the dive, and it appeared that for whatever reason Jack wasn’t falling as quickly as he should have been, which was making it possible for Lemar to catch up to him.

So when his training told him he had the speed he just needed the angle, Battlestar began arching his back and putting an arc into his fall and praying he didn’t misjudge and miss his friend, for he only had one chance in hell at this and if he missed he was plowing into the nearest dune until Julia was far, far away. The agony and despair in her eyes at Jack’s leap of faith spoke volumes of the feelings she had for him, and he’d be damned if he was responsible for that coming to an abrupt end.

Pushing himself into such a tight arc had forced his legs to come up behind his back and without him realizing it his powerful legs had crumpled the heat shields extending from below the exhaust ports of the backpack and cracking their protective casing, liquefying them and allowing the direct heat of the exhaust to blast across his legs. Fortunately his skin was tougher than the material of his costume and withstood the heat, but he had to admit it was a near thing and he was really beginning to think that his supposedly invulnerable skin was going to melt when his path reversed and his extended arms made contact with the torsos of USAgent and Machine Man and they began plowing back into the air for the heavens.

“All aboard!” he screamed in triumph as his heart beat in his chest like a drum and his smile spread across his features as his friend sagged in exhaustion in his arms. It appeared that Machine Man was inert and Jack had a death grip on him, which comforted Lemar about taking their opponent with them back to the Helicarrier. Somehow the Machinesmith had been overcome and now they just needed to gain as much speed as possible to get back up to the Helicarrier a mile and a half above. They managed nearly 30 seconds of climb before a shadow fell across them…

“Heads up!” Battlestar suddenly cried and flung himself sideways into a barrel roll, barely avoiding the spray of high-velocity bullets that ripped through the space where he’d just been flying. Following the projectiles came a half-dozen toy fighter airplanes in a diamond formation, which banked apart like birds flying south for the winter and honed in on his tail much too quickly. “What the hell are those things?!” Lemar screamed as he furiously began to buck and dodge the continuing hail of bullets.

“Machinesmith,” Jack said, raising Lemar’s shield to the hand holding Machine Man and generating a lightweight yet strong shield from his photonic emitters, attempting to cover Battlestar’s back and the fragile jetpack attached to it. “He must have used these things to attack the carrier, and they were where he went after I forced him out of Machine Man.”

“Guy’s a dick!” Battlestar said, wincing as a spurt of bullets got past Jack’s shields and ripped up his side, not piercing his skin but puckering it and causing searing, burning pain. He struggled for several more minutes to stay ahead of the squadron of ships but was unable to gain any altitude or outrun them. “Jack, I can’t outrun them and we weigh too much to ascend and dodge. We’re burning fuel like a rapper dropping cash after his first hit song, and if we land they’ll have the high ground!”

The USAgent couldn’t respond right away as he was busy fending off the current strafing run of the airplanes with his shield and was not successful in doing so as three burning bullets ripped into his left side, one in his shoulder and two in his leg. Screaming, he dropped his photonic shield but was able to mentally turn that one off and make another on his upper arm and pin it to his chest with his limp arm, offering some protection at least. Then he took a second to look back at their pursuers and his blood froze.

“Lemar,” he said in an even voice. “Machinesmith called in the reinforcements.” Behind them now stretched a veritable fleet of toy airplanes coming at them from above, out of the clouds. The Machinesmith had been toying with them, he now saw, and there was no escape…not for all of them. Even as Lemar cursed he began trying to shift Machine Man into a more firm position in his friend’s arms and said, “Get him back to the ship, none of this is his fault. I knew what I was doing, I’ll take my chances.”

“The hell you will!” Lemar shouted as he ducked to the side, just missing a torrential hail of bullets. “I’m not leaving you to fall to your death, Johnny! It ain’t happening!”

“Just drop me toward a large dune,” Jack said, grunting in pain. “I can’t have all three of us die. Without my weight you can make the climb.”

“No, I won’t—!” Battlestar began, even as his friend began fighting him. “Johnny, wait, we—”

It all became moot as in front of them suddenly appeared four of the toy airplanes angling toward them with their gun ports open and no way they could miss at this point blank range. The two friends could only share one last glance of friendship when the first explosions occurred.

Only it was the ships before them that exploded into flaming debris that they plowed through in stunned confusion, just before a loud and most certainly welcome voice suddenly cut through the air. “All right you yahoos, this has gone on long enough,” Colonel Nick Fury said as he blasted past them with his cigar and one eyes blazing, his oversized energy rifle spitting more fire than his jetpack. “Clear my goddamned sky.”

A chorus of voices answered him as did a resounding series of energy discharges from the scores of S.H.I.E.L.D. Agent’s wearing jetpacks who were flying behind their leader. Their efforts were immediately effective and final. This was the true measure of a S.H.I.E.L.D. Agent, the efficiency, ability and skill that made them the world’s peacekeeping force for a reason. Like any other man or woman when caught off guard and unprepared for an unbelievable force, such as the unfeeling mechanical attack of the Machinesmith, they died horrible, painful deaths. But in their element they were the highest example of the human military machine, and the near-instant neutralization of the Machinesmith’s forces was testament to that fact and gave them a small measure of revenge for their fallen brethren.

At the moment of this great victory, however, Machine Man awoke.

When forced from the body of Machine Man by the extreme distance of his next suitable host, the reserve squadron of fighters he’d maintained a half-mile from the Helicarrier, the Machinesmith had spread himself between the 50 ships and began to scan their sensors to get an idea of what was going on. While there was a constant buzzing of activity on the Helicarrier above him, they had managed to erect sufficient enough firewalls to prevent him from returning to the ship itself, not that he wished to now that the Sleeper had been slain. [At least that bitch had paid for it, though,] he thought to himself.

It was then that he’d noticed the descent of Battlestar and his miraculous catch of the hated USAgent and if he’d had teeth to gnash the Machinesmith would have done so. [Very well,] he thought as he sent commands through his body to all of his ships. [I’ll finish this one task before taking my leave.]

And he’d had them where he’d wanted them, right in the sights of these powerfully armed second wing of ships that carried the high-velocity rounds but no explosive content, when the unpredictable Nick Fury had arrived and all of his ships were suddenly under fire and in flames. With no other choice close buy, he had to make a last-ditch grab at Machine Man’s body again, and found it shut down and inert.

He laughed as he poured his consciousness into the waiting husk. [The fools…all they did was open the door wide and begged me to kill them.]

The crackling of electricity was the first sign they were screwed and both the USAgent and Battlestar were screaming in agony before they realized Machinesmith was back in Machine Man’s body and pumping electricity along his skin as he had in the previous battle with the Agent. Battlestar’s flight pattern became erratic again and he lost his grip on the Agent. This had the advantage of giving Jack a second free of the electricity but he had no choice but ot grasp desperately at Lemar to keep from falling to his death, but doing so caused him to loose his grip on Lemar’s shield, which tumbled away form his right hand even as it grasped back onto Lemar’s blisteringly hot skin, instantly beginning to melt Jack’s thick glove and heat up his hand, along with the electricity being conducted by Lemar’s skin.

Due to the damage to his systems, Machinesmith wasn’t able to keep up the electrical attack for long but he was able to use the time to extend and wrap his legs and remaining arm around Battlestar, pinning his powerful arms back and preventing him from gaining the leverage he needed to reach for either Machinesmith or the USAgent, who was now dangling precariously beneath them and very close to being bucked into the super-hot exhaust from the jet pack, which would roast him alive.

Cackling at this turn of events, Machinesmith turned Machine Man’s eye beams on Lemar’s exposed face and blasted him full-force right between the eyes, rocking the black man’s face backwards with a scream. Following this up with a powerful head butt, Machinesmith laughed again as he began extending his feet down to grasp the shoulders of the USAgent and force him beneath the exhaust, though the man resisted with his nearly limp arm and kept himself safe for the time being, but it was only a matter of time and the human would naturally tire before the Machinesmith did.

Blasting and smashing Battlestar directly in the eyes and nose again and again, Machinesmith began pulling on him and forcing him to spin and flail about, making Battlestar struggle through his pain and growing anger to keep them flying and not in protecting himself from the brutal beating that Machinesmith continued to lay on him again and again, directly in the face. Below them the USAgent screamed each time their flight path forced him near or into the exhaust, slowly being burned alive in body as his hand was by grasping Lemar’s super-heated leg.

“Fury!” Jack yelled, nearly exhausted and fighting the blackness around his eyes again. “Shoot this motherfucker!”

Circling around them and unable to get a clear shot, Colonel Fury and his men struggled madly to find some way to help. At this speed and with his weight and strength, if the USAgent was shook free none of his men could possibly catch the man before he hit the ground, and they couldn’t get close enough to grab him now due to Machine Man’s eye beams, which continued to rip into a nearly blinded with rage Battlestar.

“ARGH!!” Battlestar wordlessly screamed as blood streamed from his ravaged eyes, ears and nose, even as it poured down the back of his throat. “You have NO idea who you’re messing with! I’ll…”

[You’ll what?] Machinesmith said cruelly. [Kill me? I heard about that. Would you prefer I turn my back so you have a clear shot?] He followed this up with another healthy blast to Battlestar’s face.

“I’m going to rip out your goddamned eyes!” Lemar raged in agony, bloody spittle flying.

“FURY!” USAgent screamed as he felt his grip going…

“I got this!” a new voice said suddenly from below them and from squinted eyes pouring tears Jack saw an amazing sight. Coming up from the desert floor was a S.H.I.E.L.D. flying car being piloted by one Agent while Major Blood stood on the hood anchored in place by a couching Arachne and taking careful aim with what appeared to be some sort of bazooka. With a pop of air a small metallic projectile shot forth and struck home pure, right in the center of Machine Man’s back and the loudest electronic wail of many that day ripped from the vocal processors of the abused purple robot and he slumped then, inert.

It was then that the jetpack worn by the incapacitated Battlestar died as well.

In freefall again, the trio finally came apart and fell side-by-side toward the desert below. What none of them would see was the skillful flying of three of the S.H.I.E.L.D. cars in tandem, two of them falling into a matching descent with the bodies and Arachne, still on the hood of one of them, created a psi-web between them and caught the three men, who were then lowered into the rising back of a third car, whereupon the web dissolved and Arachne sprang unsafely to the third car and landed next to John Walker, who looked at her with fading eyes from his bare face, deeply redden skin causing her to fret for his recovery.

“Hey, you,” he said, smiling. Julia Carpenter didn’t respond verbally, simply reaching up and peeling her mask back and pressing her lips gently to his as they rode back into the sky above.

 

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