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Engaging the Enemy

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"We keep running into each other like this. Maybe it's fate."

"Or maybe it's that you keep kidnapping me." Steve struggled against the ropes that held him trussed like a Thanksgiving turkey. They flexed like nylon, but were stronger than any restraints he'd ever been in. "You'll never get away with this! The Ultimates will stop you!"

"I kind of think I already did." Iron Man didn't look down at Steve as he tapped away at a computer. Alarm lights flashed red overhead, glaring off of his armor and fragmenting in the places where Steve had managed to dent it. Scientists lay collapsed at their stations, rendered unconscious by the vibrational frequency Iron Man had played over the speaker system. "In... oh, sixty four point three two seconds, give or take a nanosecond. Man, you'd think Fury would have updated his security systems by now. It's been three days. That's government agencies, for you. Always behind the gate."

"They'll rescue me!"

"Yeah, yeah, they always do. In the meantime, let's talk." Iron Man turned around and leaned his hip against the console. With the armor, it was hard to tell, but his body language seemed over-casual, as if he were trying too hard. "So, how'd you get into this whole superhero thing? I know you were a big hero back in World War Two—I was a huge fan as a kid, still have some collectibles in storage—but how'd Fury get you to be his lackey? You seem brighter than that."

"I'm not a lackey. I'm saving lives." Steve's muscles bunched and strained as he fought to get free, but the ropes didn't have any slack at all. "Look, is this really necessary?"

"Are you going to let me finish uploading this virus, or are you going to try and stop me?"

Was the man even real? "Of course I'm going to try and stop you."

"Then yes, absolutely necessary." He crossed his arms and looked Steve over, the blue lights in his eyeholes visibly scanning. "All tied up is a good look for you. I'd hate to let it end. Do you work out?"

While Steve sputtered and blushed, the computer behind Iron Man let out a happy beep. Upload complete flashed over its screen, above a smiley face with jagged teeth. He turned, looking it over. "Well, Cap, now you've officially lost. Files corrupted. Irreparable. Destroyed. Obliterated. How about that?"

"You'll never get away with it!"

"You already said that," Iron Man reminded him, running his foot along Steve's hip. He stepped over Steve's legs to kneel over his thighs. "Try something different. Come on, be creative."

Embarrassed annoyance wasn't the usual emotion Steve felt when dealing with bad guys, but Iron Man made it almost normal. Besides, the way Iron Man looked at him, as expectantly as a faceplate could, was kind of cute. "Fine. What are you going to do, now that you've caught me?" He held up his bound hands pleadingly. "Some sort of torture? Wicked experiments?"

This close, Steve could make out blue eyes behind the glass eyeholes. "Well now," Iron Man said in an unmistakable tone, planting a hand on the edge of the console and leaning forward, "torture sounds like a good idea. I have this little cabin in the Philippines where we can—"

Intruder alert! Intruder alert!

"Damn it," Iron Man cursed. He leaned away, and Steve reminded himself that it was wrong to feel disappointed that he wasn't going to find out what they could do in the Philippines. "That's probably your friends come to rescue you."

"Again," Steve added helpfully, squirming into a slightly more dignified position.

"Again. For the fifth time," Iron Man agreed. A metal finger touched Steve's lips before he could correct him. "The first time doesn't count. I didn't realize you were trapped in that crate."

Steve tilted his head back. "A lot of comfort that was, when you dumped it in the bay," he groused, rolling his eyes. Hard linoleum dug into his hips, and his tailbone ached. Something sharp pressed into his nether regions. He shifted, trying to avoid being prodded. "Are you going to run away yet? This is uncomfortable."

"Not yet." Surprisingly warm metal touched Steve's forehead as Iron Man covered his eyes. A hinge squeaked dimly, and then his mouth was covered with someone else's. There was the scratch of facial hair of some sort and, faintly, the taste of breath mints.

He planned this, Steve realized, even as he kissed back. No tongue, which disappointed him a little, but it was only their fifth intentional abduction, after all.

"Get away from him!" Jan's voice yelled over the intruder alarm. "Again! And we mean it this time!"

"Are they kissing?" Spider-Man asked overhead, sounding offended. "I thought we all got the 'No Fraternizing with the Supervillains' speech. If it was only me, I'm making a report to HR."

Iron Man yanked away and slammed down his faceplate just before Steve opened his eyes. He backed away from the Ultimates, palms up and repulsors charged. They were arrayed in front of the exit, Thor and Hulk at the back as the last line of defense.

"You'll never catch me, already won, blah blah blah. See you next week." He slapped something on his hip, and a high-pitched squeal cut through the air. The heroes yelled and slapped their hands over their ears. In a second, Iron Man had blasted through the ceiling and took off.

As soon as he was gone, the noise vanished.

Luke climbed to his feet and helped Jan up, rubbing an ear with his free hand. Steve shook his head to try and clear his head.

"Storm's waiting outside," Luke explained tiredly, raising his voice over the ringing in all of their ears. He went over to the nearest downed scientist, checking for damage. "Man, you've got to find some other way to flirt. This is getting ridiculous."

"Verily, it doth appear that the Iron Avenger hath a crush upon thee, good Captain," Thor agreed, nodding sagely. "Perhaps if you were to give in to his blandishments, he could be swayed to the side of justice."

Steve gaped. "Did you just suggest I seduce a villain?"

"I think he suggested you let yourself be seduced," Spider-Man suggested. He dropped down from the ceiling, touching Steve's shoulder. "You were looking kind of cozy there when we came in. Lean forward so I can get you untied."

Thor looked away awkwardly, toying with the head of his hammer. "Many a foe has been felled not by the strength of arms, but by the tenderness of a lover's touch." His eyes lit on Luke, helping the fallen. "But lo, the vassals of our allies are in need of aid." Eagerly, he put Mjolnir on his hip and went to help.

Look, a distraction, Steve translated to himself sourly. "Iron Man kissed me," he insisted weakly. The argument fell flat, even to him. "I didn't want it. It was all him."

"Of course it was," Jan soothed. "You only kissed back because he started it. Completely against your will. Was there tongue?"

"No— hey!" The first knot came free, and Steve could roll his shoulders. Spider-Man hesitated, as if thinking about leaving him restrained, but went back to work when Steve glared. "It wasn't like that!"

The floor creaked as Hulk dropped into a sitting position, legs stretched out in front of him. Of all of them, he was still rubbing his ears with a pitiful expression. "Hulk's ears hurt."

"Oh, come here." Jan grew until she could lean over Hulk's big green frame. Her hands cupped the side of his head, rubbing gently. "Is that better?"

"Big girl have nice hands," Hulk rumbled, closing his eyes.

The ropes finally dropped away and Steve rubbed his neck, easing some of the stiffness that came from being tied up for any length of time. When he moved, something metallic skittered across the floor under his hip. He reached down and picked it up. It was a finger-sized piece of dark red scrap metal and a half-melted circuit board. Turning it over in his fingers, he could make out an etched mark on the board: a swoosh with wings over the initials SE. This must be from his armor.

Shrugging, he slipped it into his pocket. Maybe it would be useful, but probably not. Iron Man was good about not leaving behind clues.

Winds swirled as Storm dropped through the hole in the roof. "He escaped," she reported. "His armor is now immune to my lightning, and I cannot risk the winds it would take to knock him from the clouds."

"Of course," Steve sighed, letting Spider-Man help him to his feet. "How are the scientists?"

"Doesn't look like there're any real injuries," Luke answered. He and Thor were laying the unconscious people out in a row, using their lab coats as makeshift pillows. "A couple of bruises where they fell and one nasty scrape, but they're all responsive."

"I took the liberty of calling paramedics as soon as I was certain Iron Man was routed," Storm added, bending down to check on a particularly young man. "Pleasant, how he is always careful to leave no casualties. A welcome change from the Wrecking Crew."

"Indeed." One of Thor's big hands smoothed down the hair of an elderly woman before he straightened. "He is a man of honor, and a worthy foe. Or perhaps..." He caught Steve's glare and abruptly ended the sentence, whistling innocently.

Sirens became audible through the hole in the ceiling. Paramedics had arrived. Keeping an eye on Thor, in case he decided to offer up any more advice, Steve said, "It looks like our part here is over. Let's head back to SHIELD and make our reports."

"Urrrgh," Spider-Man and Giant Girl groaned, shrinking back down to her usual size. "I hate writing up reports," Giant Girl added, wrinkling her nose. "We're not even SHIELD agents, why does Fury make us do all that paperwork?"

"That's what the Army runs on. Paperwork and elbow grease." Secretly, Steve agreed. He hadn't liked filling out forms when he'd been in the war, and it hadn't changed just because the era had. But as the team leader, he had to set an example.

Hulk lumbered to his feet. "Hulk no do paper. Make Banner write for Hulk."

Paramedics started filtering in around him. City services were so used to working with the Ultimates that they weren't even nervous any more. One of them even patted Hulk's shoulder and held out one of the pink Barbie bandages he'd come to like. She got a big smile as he leaned down to let her put it on his untouched cheek.

That was one of the many things SHIELD did well for them—civilian relations. They were welcomed everywhere they went, even Hulk, who'd been considered little better than a monster before he'd joined the Ultimates. Steve didn't always like working with SHIELD, but they paid a salary and handled the business end of things. It was better than having no team at all.

Even if SHIELD did require truckloads of paperwork.

The Ultimates left the paramedics to do their jobs, trooping out through the main entrance into the bitter cold. Reporters had gathered, the way they always did, ignoring the weather. They, next to the reports, were the part Steve liked about the job the least.

"Captain America!" a woman with a New York Times badge on yelled. "Can you confirm that it was Iron Man who attacked today? What did he want?"

A skinny dark haired man with a CNN microphone shoved forward out of the crowd. "Cap! Cap! Is it true that Iron Man took you hostage again?"

"Storm! What are you thoughts on what happened today?" A trendily made-out woman asked from the back, bouncing up and down on four-inch heels. "What's it like for you and Giant Girl, being women on a mostly male team? Do you think the Ultimates will become more balanced?"

Packing tightly together, the team followed close behind Hulk, letting him break a path for them through the civilians. No one tried to stand in Hulk's way, and by now they'd learned that nine times out of ten, no one would say a peep. It was that one out of ten that caused trouble.

An oversized black van with the SHIELD eagle on the side waited for them in the street, ready to take them to HQ. Steve let the others climb in first, then took the position as the rear guard. With Hulk, Luke, Thor and himself, there wasn't enough room for decent seats, so it would be a bumpy ride. Maybe it wasn't luxury, but they hadn't signed up for the glamor.

Every pothole and bump in the road made that harder and harder to remember.



Tony touched down in the control room of the Iron Fortress while the skylight entrance closed overhead. He sighed and took off his helmet, examining the chips and dings Captain America had put in his armor. Most of it was cosmetic, but it would take at least a day to repair. Humming cheerily, he started to remove the rest of the armor, piece by piece.

He'd done it. He'd kissed Captain America. That had to earn some villain points. The Mandarin had never kissed a hero that Tony had heard of, and he was pretty sure he would have.

Even better, Cap had kissed back.

While he was bent over working on a boot, the door hissed open. Lethally high heels clicked on metal plate flooring.

"What do you think you're doing?" Pepper demanded. Tony glanced up as she stormed down the main walkway in a smart black business suit. "Do you have any idea how risky that stunt was?"

"Which stunt would that be?" The edge of the ankle plate had bent. Tony frowned down at it. Prying it loose was the only way, and that would probably break the whole joint in the process. After a second of frowning he shook his head and grinned again.

He'd kissed Captain America. He was never going to stop smiling.

"Captain America! Again! It's all over the news!" Pepper lifted her palm computer, which was currently showing CNN footage of the aftermath. "You weren't even supposed to hit the New York installation yet! What were you thinking?"

"I was thinking that I happened to be flying by, and Cap was there and looking all shiny and blue," Tony replied absently as he reached for a flathead screwdriver to lever the ankle plate off. He wedged it under the bent piece of metal, working it back and forth. The urge to whistle came over him; he suppressed it. Pepper would kill him, and then he'd never get to see Cap again. "It doesn't really matter what order I hit them in anyway. The plan goes on. I could flip a coin every week and it wouldn't change anything." The armor groaned as he used leverage against it. "Besides, it's good villainous cred."

"Villainous..." Pepper's exquisitely clad toe tapped, a sure sign that her patience was wearing thin. "You seem awfully happy. What happened?"

"Nothing happened. Successful mission."

"Uh-huh." Pepper crossed her arms. "And this successful mission wouldn't have anything to do with you going five hundred miles out of your way to see a certain hero, would it?"

"I don't have any idea what you're talking about." The metal bent, slowly working its way free. Since whistling was out, he started humming tunelessly.

"I don't—" Huffing, Pepper grabbed her hair bun and yanked violently in frustration. "You'd better know what you're doing, Tony. We don't have time for this sort of thing. You have a mountain of paperwork to file—and don't think I haven't noticed that you're signing it Mr. Tony Stark-Rogers."

"Don't worry, Pepper. I've got it all covered." The plate popped off, providing instant relief to Tony's ankle. He picked it up and turned it over, checking for signs that the damage was from anything unusual, then chucked it into a scrap bin behind him. "Next week we'll do a two-pronged approach. I'll create a distraction, and Rhodey can get the real stuff up in Maine."

"If you can get Rhodey to talk to you, after you snatched him up from Edgars," Pepper reminded him. "Not everyone likes being kidnapped, Tony."

"Hey, he's my best friend. I thought he'd be up for it." The last of the armor came off with a sense of regret mixed with relief. He set it up on one of the stands, arranging it so that the light bounced off the faceplate and made it look sinister. He stepped back and examined his work critically. "Do you think I should add horns to this? Maybe some sort of evil-looking symbolism?"

"Don't be ridiculous. Do you remember the cape fiasco?" One of Pepper's perfectly plucked eyebrows lifted. "When people mistook you for Doom?"

Much as he hated to admit it, Pepper had a point. "Fine. We'll stick with crimson and antique gold for now." Frowning, Tony look one last look over his armor. There had to be something that could be done to it to announce here is a villain. Nothing really presented itself—most of the good gimmicks were already taken. He turned around, smiling for Pepper in as annoyingly perky a fashion as he could manage. "So, did you just come to yell at me, or is something up?"

Her lips pressed together, but Pepper typed a few keys on her computer and turned it around. Official-looking forms filled the screen, with the SHIELD logo at the top. "Fury is catching on to the Cayman Islands project. I've already arranged for our assets to start being funneled through the Swiss account until we find a new dummy corporation, but they aren't secure since the Swiss banks started reporting to US authorities."

Tony took the computer and scrolled through the files. "Eventually, he'll figure out a way to shut down our access to the company resources."

"And we won't be able to keep the Fortress afloat on just the trust fund," Pepper confirmed.

It was a pretty pickle. SE was too big of a company to completely shut it down, and Tony had too many friends on Capitol Hill for Fury to ever get that sort of authorization, but financial matters were definitely their most vulnerable area. "Do we have any dummy corporations available and clean?"

"Three."

He nodded and handed her back the palm computer. "Make three more, and sell off ten percent of SE's assets to them. That will give us enough of a buffer if Fury finds the laundering links. What else have you got for me?"

"Happy's back from that delivery run you sent him on. He says that the autopilot is a little finicky. We drifted a too far north last night. It either needs to be adjusted or we need more people to watch things."

"I'll look into it."

"Right. I'll let him know." Pepper turned sharply and started to stride out.

Tony watched her appreciatively for a moment, then cleared his throat. "Hey, Pep, what happened to that uniform I gave you?"

She paused and slowly turned. "Do you mean the black leather corset with the sterling silver studs and matching miniskirt?"

"Yeah! I hear it's what all the minions are wearing these days."

"I sent them out to be altered. You're about a thirty-eight around the bust right?" Her lips curved in a sweet smile. "Is there anything else?"

Tony coughed and turned back to his armor, blushing. "Nope, I think that's it. Thanks, Pepper."

"You're welcome, Tony."



Steve stepped out of the bathroom with a towel around his hips and another one drying his hair. Steam escaped through the door, keeping his back warm in the slightly chill air. His small, SHIELD-provided room at least had an endless supply of hot water, a luxury he took guilty pleasure in abusing. The room was more like a barrack than anything else, with only a calendar and his shield on the wall, and the bed was a twin that required him to curl up or let his feet hang, but the showers almost made up for it.

He smelled something wrong before he saw it, a light, sweet fragrance that filled the room. Peering out from under the towel, he glanced around, expecting to see Jan or Storm. Everything seemed normal until he looked over at the small desk in the corner and saw a vase full of red roses in front of the computer monitor. A cream card stuck up from between the blossoms, edged in gold, and a big gold ribbon had been tied around the neck of the vase.

Throwing his head towel over his shoulder, Steve picked up the card. No signature, but the inside had been stamped with an outline drawing of Iron Man's faceplate.

Immediately he dropped the card and threw the damp towel over the roses, covering the blossoms completely. Steve picked up the vase carefully and backed slowly out of the room, holding it at arm's length. He left the door open behind him to air the room out while he was gone. SHIELD agents stared as he marched half-naked down to the chemical weapons labs. A couple of times his towel almost slipped, but he managed to catch it.

Stacy, the chemical weapons expert, looked up from her novel as Steve shoved the vase at her. A half-eaten sandwich sat on the desk in front of her, along with a salad—he'd interrupted her lunch. "I found these in my room. Test them."

She blinked at him in confusion, and slowly lifted the edge of the towel. After peeking under it for a second, she lowered it again. Her frizzy blond hair seemed to get frizzier as she stared at him. "Cap, these are roses."

Steve's jaw set. "Someone snuck them into my room while I showered."

"I can see that." Stacy gave him an appreciative once over. "But seriously. They're roses. What do you want me to test them for? Aphids?"

"For anything suspicious. Sleeping gas or—or poison darts. Spiders. Like in James Bond." Steve gave her his best sorrowful stare, the one Jan called his puppy expression.

"... Alright, then. James Bond. Just leave them here. I'll run a few checks, and if they're clean I'll send them back. Is that okay?" Stacy patted his hand and peeked back under the towel. "Who sent them to you? They're really gorgeous. Two dozen long-stems!"

His thoughts flashed back to the card that he'd dropped to the floor. A flush crawled up to his hairline. "Um. I don't know. There wasn't a card. Definitely not a villain."

She clicked her tongue and looked like she didn't believe him, but was kind enough not to press. "Whoever it is, they really like you. I'll check them for anything too stereotypically evil and have them back before dinner. It shouldn't take too long."

"Thanks, Stacy. You're a doll." Steve dropped a kiss on the top of her frizzy blonde head and left her there, along with the Suspicious Roses and his probably contaminated towel. SHIELD agents lined the corridor much more thickly on his way back, little knots comprised mostly of women standing around chatting. .

Maybe they were waiting for a training exercise.

When he returned to his room, the door had been closed. Steve stared at it, but none of the women standing around the hallway looked worried. And if trained SHIELD agents weren't concerned, it was probably nothing. Brushing it off, Steve let himself in.

Nick Fury sat with his feet propped up on the desk, holding the card. "Hello, Cap."

"AH!" Steve jumped, and jumped again when his towel started to slip. He grabbed for it, and shut the door behind him. "General Fury, what are you doing in here?"

"Heard a rumor that there's a good view in section three, thought I'd see what's up." Nick's single eye gleamed evilly as he held the little cream-colored card up between two fingers. "Exchanging love notes now?"

The blush that he had managed to get rid of on the walk back to his room returned in full force. "I already turned the flowers over for testing, sir. It could be innocent."

"Nothing Iron Man does is innocent." Fury played with the card, flipping it over in his fingers. Steve's fingers twitched. He wanted to march over and snatch the card, but respect for Fury's rank held him against the wall. "A little birdy told me what happened today over at the lab. I don't think you realize what you're dealing with here."

"What am I dealing with, sir?" Steve winced as soon as he finished speaking. Tones of voice like that had earned him extra duty back in the war.

Fury just raised an eyebrow. "That's classified. All you need to know is that Iron Man is a villain, Cap. A bad guy. Law breaker." He flicked the card in the air and caught it. "Maybe you think he's some fluffy bunny misunderstood kid, but he's a serious threat to national security. He's cost this country millions of dollars—"

"And zero lives."

Silence froze the air. They locked gazes.

"Alright," Fury said slowly, nodding. "I'll give you that. But that doesn't make him a good guy. He's dangerous, and no telling when he'll decide it's easier just to deal out casualties. I don't know if you think that armor is cute or something, but you've got to face facts. Iron Man is bad news."

"It's not like that!" Steve protested. "He kissed me! I was tied up!"

Fury's boots slammed down on the floor. "He kissed you?"

Uh-oh. "You... didn't know that?"

"I heard something... Edited, apparently." The card dropped from Fury's fingers as he stood, crossing his arms. Even though he was a couple of inches shorter than Steve, it didn't make any difference. He radiated the sort of authority that made Steve instinctively want to salute. "And did you kiss back?"

Honesty warred with embarrassed outage, and lost. Steve lifted his chin. "I don't think that's any of your business, sir."

"You think, huh?"

"Yes, sir." Steve took a deep breath and crossed his arms back. He wasn't a soldier any more—he was a civilian contractor, and Fury didn't have any right to make demands of him. "I can conduct myself in a professional manner, no matter what happens between myself and Iron Man. That's all you need to know."

It didn't seem like Fury would respond to that. He just stared, as if his single good eye could develop a laser and slice Steve in two. Then he took a step. And then another, each one slow and precise, until he was in Steve's face.

"That had better be the case, Rogers," Fury growled, "or you're going to be off the team. Finding you in that ice was a stroke of luck, but I don't need your bullshit mucking up my operation. Iron Man is a menace. You keep that in mind, or else. Got it?"

Steve's jaw clenched. "Yes, sir."

The tableau held for another moment before Fury side-stepped and opened the door. It closed behind him with the smallest of clicks that said it had very nearly been slammed. Steve looked at it for a minute, in case Fury came back. When it became obvious that they were done, he stepped over to the desk and bent down to pick up Iron Man's card. Dirty tread marks had been smeared across the back, but the front was still clean. He dusted it off, turning it over in his fingers. The gold-etched faceplate glinted as he turned it.

Iron Man is a menace, huh?

Moving slowly but determinedly, he reached over to his corkboard and selected a red tack, pinning the card directly in the center of the board. Then he went to get dressed. He had a report to write, and then a little bit of research.

Luckily, the report barely took any time to write. Steve had been kidnapped by Iron Man so many times that he had a formula down for it: method of capture plus method of binding plus what Iron Man did while Steve was incapacitated plus length of time captured plus method of rescue equals a passable report. Fury would give him hell for basically cutting and pasting the details in, but it wasn't like it mattered anyway. Steve had been in the Army long enough to learn to recognize busy work.

After Steve finished the report, he opened up a line to the SHIELD databases and typed in a search: Iron Man.

It turned out that classified or not, the internet had plenty of publicly available information on him and his targets. Steve's access let him glean enough to verify what he already knew: Iron Man concerned himself mostly with technical installations and government laboratories. He had never harmed a civilian, and only did minimal damage to SHIELD agents when attacked first.

Steve scrolled down the documents, clicking through what he could find that wasn't blocked. Iron Man had first shown up a year before Steve had been found in the Arctic. He'd seemed to be a hero in the making—terrorists had been one of his usual targets, along with other villains and, once, another man in a technological suit. The media had adored him. Easily a dozen news articles starting with some version of Iron Man Saves the Day popped up in the earliest months. Then there was a lapse in time where Iron Man had been inactive.

After a month of nothing, he'd attacked SHIELD for the first time and files started appearing under classified locks. Some news anchors speculated that someone had stolen the armor, while others thought Iron Man had been bad from the start. Some started calling him Iron Avenger, but the old name seemed more popular. Fury had given a few sound bites about how SHIELD was "dealing with the problem". None of Iron Man's attacks failed; his targets seemed randomized, and he always went in to destroy, never to steal or take hostages.

Six months later, Steve had been found in the ice, and the Ultimates had been formed.

Steve stopped reading there. He knew how things went after that. Iron Man's success ratio had gone down to fifty percent, with the Ultimates foiling him just enough to justify their expenses. But that was it. Stalemate.

Thoughtfully, he scrolled back down to the locked files, opening them up to stare at the password prompt. It was a simple system, probably designed by someone in-house. The cursor blinked at him, waiting for input. After a moment of thought, Steve started typing.

Ten minutes later, he was in.

Classified documents unfolded before him, tucked away in file trees ten or more deep. Steve patiently waded through them. Most of them were speculation or crosslinks of possible connections to Iron Man. Those he skipped—they were probably just someone else's version of busy work. But some of them were direct reports on damage done by Iron Man, written up by people with stars on their chest.

The same reference kept being repeated: Stark Enterprises. Whoever Iron Man was, or whoever he worked for, had a serious grudge against the company. Every attack he'd committed in the first six months had been on laboratories working with patents purchased from Stark Enterprises. It showed up in report after report, going back to Iron Man's first hit, which had been against a private company that had been modifying some of Stark Enterprises old missile specs for modern use. Even after he spread out and had started with less specific villainy, Stark Enterprises was still his target 75% of the time.

Steve stared at the screen and thought about the electronics work in the lab Iron Man had attacked earlier that day.

Thoughtfully, he opened a new search.

An hour later, someone knocked on his door. Steve paused reading just long enough to shout for them to come in. He had a dozen tabs open, cross references in major newspapers and SHIELD intelligence, and a text document open with his notes. He was typing in a new one when Jan draped herself over his shoulder.

"What are you reading? News?" she asked brightly. "Or something about your new boyfriend?"

"It's not news and Iron Man isn't my boyfriend," Steve replied absently as he bookmarked an article. She backed up as he swiveled around in his chair. "Maybe you can help me with something. What do you know about Anthony Stark and Stark Enterprises?"

Jan stepped back and leaned against the wall. She'd changed out of her costume, into a flashy, bright yellow and black dress that showed way too much leg for Steve's approval, and fit tight enough that he didn't want to think about the things he could see. "Well, I know they made my cell phone."

"Your cell phone?"

"Yeah, sure. Here." Squirming, Jan reached into her hip pocket and pulled out a slim little device about the size of a deck of cards. She unfolded it to something the size of a paperback and flashed the screen at him. "Large screen, full keyboard, and you can download music by satellite. It's amazing."

Steve glanced back at his notes, then over to Jan's phone. He had to admit, it looked futuristic, unlike everything else. When he'd first gotten out of the ice and heard what year he was in, he'd expected to see jetpacks in the street. Instead, he'd gotten TiVo. He still hadn't really gotten over the disappointment. "I thought they made weapons."

"Oh, they used to." With a couple of flicks of her wrist, Jan folded the phone up and stuck it back in her pocket. "About two years ago, they started getting into the electronics business. It was a pretty huge thing. Everyone was sure that their stock would tank and they'd never recover. Sure proved 'em wrong. StarkTech is the hottest thing out there now."

Why would a successful weapons company start making cell phones? Still, it corroborated what the internet said. "Any idea why?"

Jan shrugged and leaned back on his bed. "The head of the company was caught up in some sort of terrorist plot. It was all kind of hush-hush, but word is that he'd been taken hostage. When he got back to the states, the weapons end shut down and the electronics started up."

"That's Anthony Stark, right?"

"That's him." Her eyes narrowed as she looked him over. "You're asking an awful lot of questions about this. Is something up? Ultimates business?" A smile spread over her lips. "Or Iron Man?"

The computer screen became the most amazing thing in the world to him. "I don't think so. Just following up on some research I'm doing." Steve made a show of clicking through his links to buy time to stop blushing before he turned back to her. "So. Stark?"

Jan stretched out her legs and cocked a hip, investigating her fingernails. "Haven't heard from him in a while, actually. He used to be all over the tabloids, dating super models and stuff. After he got back from wherever, he sort of dropped off the face of the Earth. Can't really blame him."

"Really?"

Steve's surprised tone made Jan look up sharply. "Why?" she asked. "What do you know?"

In response, he pulled up one of the classified files that he'd found and angled the computer monitor towards her. The title was simple, and unmistakable: Anthony Stark Missing. "Do you mean no one's filed a missing persons report?"

She leaned farther over his shoulder, pressing her cheek to his ear as she read. "Missing since... no sign of struggle... No, I hadn't heard anything about it. The papers just said that he'd gone to ground to recover!" Nails dug into his shoulders as Jan moved his chair out of her way so she could control the computer. "Why didn't the papers report this? This is huge!"

"I think it's connected to Iron Man," Steve admitted, and her eyes lit up. "He went missing just when Iron Man started attacking SHIELD facilities. It can't be a coincidence."

The brightness that had appeared when Steve mentioned Iron Man vanished. Pink lipstick smeared the front of her teeth as Jan chewed her lip. "Do you think Iron Man did something?"

Steve glanced back to the monitor, and shook his head. He didn't want to think that, but Iron Man was a villain. It might have been the only thing Fury was right about. "I don't know."



Stacy returned the roses, with a full report verifying their non-toxicity and trace information on where they'd been grown. Steve left them on his desk and pinned the lab results next to Iron Man's card with a little glow of pride.

Non-toxic roses. They had to be a sign of something. Lack of hostility, maybe, which was a big step in hero-villain interactions.

The rest of the week passed quietly. The Ultimates had a brief run-in with the Fantastic Four during an attack by MODOK, who had recently declared chain coffee shops to be inimical to scientific advancement, and had exchanged small talk while AIM's goons were loaded into police vans. Steve tried to stay busy, helping police and training with SHIELD agents, but crime had fallen off over the winter. Most known supervillains migrated south during the worst of the winter cold, where they could create their monsters and plot without having to wait for a minion to shovel snow. The handful that remained left couldn't keep up the pace, and were farther hampered by a snowstorm. In the end, the majority of New York's evildoers just stayed indoors.

Steve was in SHIELD's mess hall when the next attack happened. Explosions went off high overhead, sounding like artillery shells. Everyone in the room dropped to the floor. Staying low, Steve made his way towards an exterior door. There were no sounds of buildings being hit—something he was sure he'd recognize if he heard it—but it paid to not take chances.

Once outside in the lightly falling snow, the cause of the commotion was immediately obvious. The sky over New York City glowed with red, white and blue fireworks, lighting up the clouds. If he squinted, they almost looked to be forming hearts, but the clouds made the shapes fuzzy and indistinct. It centered around the Empire State Building, which glowed gold in the center of the city.

SHIELD agents crowded around him, chattering and pointing to the fireworks. Apparently, the attack on a national landmark worried no one.

"Oh my god, that's adorable!" Jan latched onto his shoulders, growing taller so she could see better. "Cap, you have to go talk to him!"

Another blue firework went off. This one came in low enough that its shape was clearly visible as a heart. "What do you mean, go talk to him? He's probably trying to blow it up or something."

"Don't be ridiculous, it's obviously a romantic gesture." Jan shrunk back down to her usual size and reached into her pocket for her phone. It beeped as she flipped open the keyboard and started typing with her thumbs. "I'll text the team and tell them to give you some time alone. Spider-Man's probably already figured it out, but you know how Storm and Luke are."

I—you—" Steve sputtered, blushing bright red. "What if it's not Iron Man?"

Silently, Jan pointed at the Empire State Building. Darker red and gold fireworks had started appearing inside the other ones. "Then it's another color-coded villain with a really cheesy crush on you." She grabbed his arm, turned him around, and started pushing him through the crowded agents. "Just go, already. I'll cover for you."

Steve stumbled as he popped out of the press of people. He turned around to see Jan standing with her arms crossed and a determined look on her face.

"Well?"

Iron Man probably wouldn't do anything too villainous to the State building. He'd never shown much interest in non-SHIELD property damage, and it was too late at night to have very many hostages. And political statements weren't his style.

More fireworks went off as Steve slowly smiled. "... Thanks, Jan."

She flashed him a thumbs up. "Go, get 'em."

He was already wearing his costume, so he ran by his room to get his shield before going to find transport. Jan must have called in a favor, because his motorcycle was ready in the hangar bay. Snow made the ride tricky, but also ensured that the traffic was light. The shield on the side of his bike was all he needed for the police to ignore him. Usually Steve tried not to take advantage of it, but this time he rushed, ignoring the speed limits and driving on empty sidewalks.

When he arrived at the Empire State Building it glowed, golden metal creeping up the side. He pressed a gloved hand to it, and got a mild electric shock, even through the leather. Looking up, it seemed like the new sheathing had made it half-way to the top. The entire building was covered in a solid wall of gold: windows, lights, statuary.

Everything except the door. A hand-printed sign had been taped to the front of it.

I'm upstairs. Please take the elevator. It's not booby-trapped, villain's honor.

There was a little smiley face under it.

It seemed fairly straight-forward. Steve parked his bike in the lobby, where it would be safe. Shouldering his shield, Steve stepped up to the elevators and punched a button for the observatory. After all, if you couldn't trust a villain's honor, whose could you trust?

As promised, the elevator took him to the 102th floor without incident. It opened quietly as Steve stepped out with his shield up and ready, and closed again with as little fuss. The observation room was dark, other than the occasional flashes of light from the fireworks outside.

"Hello, Captain," Iron Man said in a low voice. He'd placed himself at the far end of the room, hidden in shadow. His eyes glowed a cold blue. "I knew you would come. Do you like my surprise?"

Steve kept his shield up and stayed watchful. There didn't seem to be any robots or traps, but Iron Man had surprised him before. "What are you up to? What's your game?"

"Theft. I figured, I haven't tried to steal a national monument yet, and everyone's got to have some fun now and then." Iron Man shrugged and stepped out of the shadows. His armor had been given an extra polish; it gleamed in the light of the fireworks. He'd also, for reasons Steve couldn't figure out, added a red cape. "And maybe a little bit of friendly capture, if you're up for it."

Behind Steve came the sound of the elevator door sliding open again. Little metal feet scuttled over the floor as tiny, robotic spiders poured out, their red eyes glowing in the darkness. They ranged from the size of a quarter to a middling dog. Steve swung around, putting his back to a wall as they surrounded him. Their little pincers clicked open and closed, but they didn't try to attack. They must have been waiting on a lower floor, he realized.

"Do you like them?" Iron Man asked, with an odd, eager lilt to his computerized voice. "I got the idea from seeing Spider-Man. Spiders are such versatile little creatures. I copied them in nature as best I could."

"You think I'm going to let a bunch of tiny robots stop me?" Steve's eyes were finally adjusting to the lack of light. He took a good, long look at the spiders, and then stomped forward one pace. They darted back, staying out of reach. "They don't even have any weapons!"

Unless those pincers were poisonous, but he didn't think they would be very much so if they were. At least, he hoped they wouldn't. Villain, Rogers. He's a bad guy.

Why did it have to be so hard to remember that?

"Oh, but you see, I don't want to hurt you," Iron Man purred. A light in his hand flashed, and the front row of spiders swung around, pointing their tails at him. From the new angle, their spinners were fully visible. "Do you know spider silk has a higher tensile strength than steel?"

Actually, he did. Spider-Man loved to show off that way. "And you think you're going to steal a whole building? How?"

"That gold sheathing you saw out there was actually nano-mites," Iron Man said, just a touch gleefully. "They're separating the building from its foundation even now. When it's done, my Iron Fortress is easily powerful enough to carry it off."

Steve really, really wished he could see Iron Man's face. It would have made it much easier to tell if that had been an Evil Monologue™ or just an answer. "With us in it?"

"If I'm lucky." And right then, it didn't matter what Iron Man's expression was, because Steve knew that tone of voice. "Am I going to get lucky, Cap?"

Steel pincers clicked more as Steve looked between the spiders and their iron master. I'm going to be captured anyway. Thinking about it like that made the decision easy.

Roingroingroing. Spiders jumped away as his shield dropped to the floor and spun. Steve smiled, a little shyly, and held out his wrists. "I'll think about it."

It barely took any time at all for the spiders to wrap him up in silk like a captured fly. They covered him at the shoulders, waist, knees and ankles and left him propped up against the wall. Iron Man watched his robots with an air of approval, and nodded when they were finished.

"Excellent," he told them, bending down to pat one on its head. "Now go stall the Ultimates."

Gold crept over the windows as the spiders left via the elevator, beeping and whirling all the while. It blocked out the view of the fireworks, though Steve could still hear them going on. By the time the elevator had gone, the observation room was almost in total darkness.

Iron boots crossed the room, step by slow step. Steve closed his eyes to listen to them approach, but the echoes made it hard to triangulate Iron Man's position. So when a warm, human hand touched his cheek, he jumped.

"Just me," Iron Man murmured, without the computerized interference. His voice was smooth, with the kind of rolling undertones that a lot of politicians had. More metal clinked, and Steve found himself with a lap full of Iron Avenger. Facial hair brushed his cheek as the villain settled in. This time Steve paid enough attention to notice that it was fully grown—an affectation, rather than just a five o'clock shadow. "So, how's this heroing thing working out for you? Okay so far?"

"It has its days. Just last week, someone sent me flowers." Steve turned his head, and managed to land a kiss on the tip of Iron Man's nose. Just enough light got through the windows to give him an impression of a strong profile and dark hair. "How's villaining?"

"Not bad at all. Yesterday I drop-kicked a kitten."

"Really?"

"Nah." Cool air touched Steve's forehead as his cowl slipped off. Warm fingers ran through his hair, fluffing it "My minions would all walk, and then who would remember my social security number?"

For some reason, that bit of information surprised Steve. "You have a social security number?"

"Sure do. I'm a villain. That doesn't mean I'm not an American citizen. I pay taxes, too." Iron Man must have had better light at his angle, because his attempt at a kiss only missed Steve's mouth by a half an inch.

The second one was right on the money. Steve groaned and pressed into the kiss, letting Iron Man slip his tongue between his lips. Sixth—seventh?—kidnapping, he reasoned. It's okay. His hands clenched into fists as Iron Man wrapped his arms around his shoulders, settling more firmly on Steve's thighs. Armor joints dug into Steve's hips, but he didn't care enough to say anything.

Iron Man's kisses were slow, torturously so, and disappointingly not of the ravishing sort. When Steve tried to step it up, Iron Man pulled away and slowed down even more.

"Nope, not so fast soldier," he murmured, turning his lips to Steve's jaw line. Goose bumps ran down Steve's skin as Iron Man pulled his mail out of his waistband. "My robots should keep the Ultimates busy for a couple of hours. No rush."

"I said maybe." Like Steve's arguments that the first kiss had been one-sided, this fell flat. His breath caught as Iron Man's teeth slid over the skin of his throat. "What if they get through too soon?"

"Then blue balls are had by all," Iron Man muttered with a mouthful of skin, clever fingers plucking at Steve's belt. "You talk too much."

"One— one more question," Steve insisted, wriggling to give Iron Man a better hold on his belt buckle. "What did you do with Anthony Stark?"

Iron Man's hands stopped moving. "What did you say?"

Bewildered, Steve squirmed to try and get a better look at his face. He was foiled by the nano-mites that had completely covered the windows while he'd been distracted. "Anthony Stark," he repeated, a little breathless. "I know that you've been attacking SHIELD facilities with tech they purchased from him, and I know he's missing. What happened to him?"

"Purchased? Missing?" For the first time since Steve had started foiling his fiendish plots, Iron Man sounded angry. "Is that what Fury told you? Is he the one that put you up to this? He is, isn't he?"

"What— no!"

But Steve's protests were either too little or too late. Iron Man let go of him and stood. Metal scraped against metal, and when Iron Man spoke again it was with the computerized tones of the armor. "You're bugged, aren't you? I should have known better than to trust one of Fury's goons." Much faster than it had taken over, the gold covering receded from the windows. Light from helicopters flooded in from outside, outlining the armor.

"Wait!" Steve shouted to stop him, but Iron Man didn't listen. He shot a repulsor beam through the window, shattering the glass. Immediately the room filled with freezing cold wind.

"I'll see you next time, Rogers. Maybe."

And just like that, he jumped. There was a moment of silence, and then the blue glow of his boots became visible in the distance.

Wind whistled as Storm rose up under the broke window, snowflake swirling around her. She settled down quietly, taking in the room and Steve. "I take it that did not go as well as hoped."

"No." Steve slumped back against the wall. As he watched, Iron Man's glow vanished into the clouds. "It didn't."



Tony touched down inside the fortress. As soon as the skyway had closed, he yanked off his helmet and threw it. It bounced off the War Machine armor with a hollow sound and rolled over the floor.

"So, no Empire State Building, huh?" Rhodey asked behind him.

Tony turned to see his best friend lounging in one of the command chairs. On a table in front of him were two cups of cocoa, still steaming, and a full sack of marshmallows. He was still in the thick black spandex wetsuit that went under the armor. Tony didn't even feel like admiring the muscles it outlined.

"I knew this was a bad idea," Rhodey continued, dropping marshmallows into the mugs and giving them a stir, so the little white balls of fluff were liberally coated with chocolate. "So, what happened? He turned you down? Not everyone wants to be a villain, you know."

Stripping off his gauntlets, Tony took a seat in the other command chair and helped himself to the other mug of cocoa. It was the real stuff that Jarvis had made since he was a kid, thick with actual chocolate and still steaming. "I wish. It would have been easier."

"What would have been easier?"

Depression led Tony to grab another handful of marshmallows from the bag and drop them in. He let them melt, waiting until the top layer of cocoa was covered in a thin layer of white goo to take his first sip. "He asked about Anthony Stark. What I did with him."

Like the best friend he was, Rhodey winced. "Ouch, that had to hurt. What did you tell him?"

Before he replied, Tony took another sip, letting the thick cocoa slide down his throat. At least some things wouldn't betray him, and Jarvis' cocoa was nearly at the top of the list. "What was I supposed to tell him? 'I'm Tony Stark, and here's all the evidence your boss needs for a warrant?' No, thank you. Fury's been trying to pin my identity on me for two years, damned if I'm handing it to him on a red, white and blue platter. No matter how hot that platter's ass looks in tight leather."

Rhodey choked, hurriedly putting down his mug to cover his mouth. "Too much information," he coughed. "Man, I did not need to know that."

"Like you needed to be told." Tony patted Rhodey's back encouragingly as he coughed. "It's impossible to miss."

"Yeah, if you're looking," Rhodey shot back, clearing his throat one last time. When Tony held up his mug, he accepted it with a grateful expression and took a sip. "What's your plan? You going to confront him about it?"

Tony settled back in his chair. Hot ceramic warmed his palms and fingers as he cradled his mug. "The plan's the same. We get the job done. No more games."

"It's better this way. Less distractions."

The melted marshmallows were starting to sink into Tony's cocoa, leaving a white ring around the edge. He stared down at it, wishing the fluff would come back. "Yeah."



When Steve got back to SHIELD Headquarters, Fury waited by the entrance in full uniform. He came up and patted Steve on the shoulder. "Good job, soldier. I know it was tough, but you did the right thing."

And then he kept walking.

The Ultimates trailed in, gathering around Steve protectively as they walked through the hallway to the lounge. SHIELD's usual bustle had dimmed. The agents they passed took one look at Steve's expression and scrambled to get out of the way. When Steve would have turned to go to his room, Thor and Luke kept him blocked in. With Spider-Man following overhead and Storm leading the way, Hulk and Jan bringing up the rear was almost overkill.

By the time they reached the lounge, it had been abandoned. Someone had even left a cup of coffee undrunk and steaming on the counter. Thor pressed him down onto one of the chairs while everyone else did a quick search. In Fury's SHIELD, you could never be certain that you weren't being watched. Spider-Man found a hidden camera embedded in a cabinet and covered it with webbing, but that was all.

After the room was secure, the Ultimates gathered in a half-circle around him, solemn as a funeral procession.

"Tell us what happened," Jan ordered gently.

Luke poured a fresh cup coffee and offered it to him. Steve accepted it, but didn't take a drink. It was just something to do with his hands. "I don't know what happened," he admitted. "Iron Man was going to steal the Empire State Building, I said I wouldn't let him. We talked, he captured me, and..." Steve stared into his coffee, blushing.

"You 'talked' some more," Storm finished for him, including the air quotes.

Steve nodded, grateful that he wasn't going to have to say he tried to stick his hands up my shirt, and definitely wouldn't have to say he succeeded. They'd probably figured that part out already. "Yeah. Talked."

"What did you say?" Spider-Man asked. He perched on the back of his chair, using some sort of super spider power to balance it on two legs. When everyone glared at him, he shrugged. "It's obvious that's something made Iron Man angry, and the only other person up there was Cap. That's a clue."

Before they could start arguing, Steve jumped in. "I asked what he'd done with Anthony Stark."

Jan and Thor both winced.

"Oh, Steve," Jan groaned theatrically, folding her arms on the table and dropping her forehead to them. "How could you?"

"A most unseemly question to be asked in the midst of 'talking'," Thor agreed gravely. "I see now why Iron Man is righteously angered."

The rest of the team just stared on in confusion. "Mind sharing with the rest of the class?" Luke asked.

"Hulk don't understand."

"It's simple." Jan pulled her face out of her arms. "Steve asked if Iron Man kidnapped another guy. That's like asking if he cheated! And you said that while you were 'talking'?" She shook her head, clicking her tongue. "Don't you know anything?"

The air quotes were starting to become a little annoying. "I needed to know!" Steve bristled. "What if he'd killed him or something?"

And he'd blamed Fury, Steve remembered. The conversation played through his memory. It hadn't felt like Iron Man thought Steve was accusing him of cheating. Why would he have asked about Fury, if that had been it?

But Jan and Thor were usually right when it came to Iron Man. They'd been the ones to figure out that his innuendo and pick up lines were honest, when Steve had thought he was just trying to ruffle feathers. Maybe they were right this time, too.

"Tin Man no kill," Hulk said flatly, sitting down heavily. The sudden drop of his weight made ripples spread through Steve's coffee. "Tin Man nice to Hulk. Gives Hulk candy."

"He is a villain," Storm added, but her expression was doubtful. They'd had enough run-ins with Iron Man to know what sort of bad guy he was. Criminal mastermind, yes, evil genius, no.

"An apology must be extended for this foul calumny." Thor's big hand slapped the table, and a sound like thunder rippled through the air. Everyone's hair suddenly crackled with a static charge. "You must find him."

Steve ran his hand through his hair. "Where? SHIELD has been looking for him for years. Do you think I'll have a better chance?"

Spider-Man shifted from foot to foot, apparently thinking to himself. "He is a villain," he said. "He'll have to do villainy things eventually. You can catch him then, and apologize."

The Ultimates all looked around at each other uncertainly. It sounded like a good plan, but something about it didn't seem so simple. "What if Iron Man is too angry to attack anything?" Steve asked. "He didn't even finish stealing the Empire State Building."

"He can't hold out forever," Jan said, trying for a reassuring tone and failing completely. "Eventually, he'll attack, and we'll find him. How hard can it be?"



Iron Man attacked three times in the next month. Each time, it was a hit and run—the Ultimates never even caught a glimpse of him. By the time they got to the scene, he was long gone, and whatever he'd been after was gone with him. He'd gone back to SHIELD-only attacks, which at least made him predictable, but not enough so that they could catch him. Villain attacks were still down for the winter, which combined with the Iron Man issue to turn what was usually a welcome slow period into pure boredom.

So when a base in Wyoming called in with a Priority One emergency, the entire team was more than ready to see some action.

They hadn't expected zombies. Especially not ones that hadn't had the decency to die first.

"And I thought my last date was bad!" Jan shouted, shrinking into her Wasp form in order to dodge an attempt to bite her. "Don't manhandle the goods, buddy! You've gotta at least buy me dinner first!"

What used to be normal a SHIELD agent turned stiffly, trying to grab for it. He moved much too slow to be effective, but it didn't seem to deter him. Lines of what looked like computer data scrolled over his irises, which had gone entirely black. The zombies were swarming, an entire military base full of them.

"Don't hurt them!" Steve ordered, using his shield to block the woman attacking him.

"Sure, just as soon as they promise not to hurt me!" Luke countered, throwing a man in a lab coat into a wall.

"They're innocent—" Steve ducked as the woman came at him again, rotating his leg to knock her off her feet. A splatter of webbing caught the zombie in the eyes as she tried to get up. She fell back, flailing blindly.

He didn't have time to thank Spider-Man for the rescue. Three more zombies surrounded him. The rest of the team were in similar straights, hampered by too many attackers and an unwillingness to do critical damage. Even Hulk was swarmed under. Steve did his best to fight them off, but there were just too many.

At the main entrance, there came the sound of metal crunching. "Ultimates! Cover your ears!"

Steve twisted around. Iron Man stood in the middle of the broken doors, holding up a pair of speakers. Realizing what was about to happen, he dropped down and slammed his hands over his ears just as a high-pitched screech started up. The zombies froze in place, jerking as they tried to escape the noise. After only a few seconds they started dropping. Thirty seconds and they were all down.

The noise stopped.

"Loud noise make Hulk's ears hurt," the green giant complained in the following silence.

"That'll only stop them for a couple of minutes," Iron Man explained, stepping around the fallen agents. "Come on, we've got to deprogram them at the source."

"Iron Man," Thor said, pulling himself out from under an elderly man who had fallen onto him, "this is your doing?"

"Not exactly. It wasn't intended to do this. Idiots must not have bothered reading the notes." He dropped the speakers in the middle of the floor. "I'm going to need someone to watch my back. If I can get to the computer that started this, I can use the broadcast that's controlling them to kill the virus."

"I'll go with you," Steve offered. Around them, the zombies were starting to stir.

Iron Man didn't look at him. "Anyone else?"

"No," Storm said for them all. "Captain America will do it. We will contain the infected here."

Slowly, Iron Man's head turned towards him. Time and distance hadn't taken away Steve's ability to reach his body language through the armor. Iron Man was still hurt. They stared at each other, then Iron Man nodded curtly.

"Fine. Hope you can keep up. The signal's coming from upstairs." Jet boots cracked to life. Iron Man lifted off.

Steve shouted and took off after him. Zombies were climbing to their feet, reaching for him. He leapt over most of them, and used his shield to knock the ones he couldn't jump out of his way. Iron Man stayed just far enough ahead that there was no hope of talking, much less getting help.

They reached the elevator. The base was running on generators as a result of the emergency, which gave them light but no elevator. Steve kept back the zombies while Iron Man forced open the doors. He grabbed onto Iron Man's shoulders just in time to catch a ride up the empty shaft.

"Why are you helping us?" Steve asked breathlessly, watching the floors pass. "And how do you know how to stop them?"

"Same answer for both questions: this is my program," Iron Man replied stiffly. He didn't make any attempt to help Steve hold on. "I made it, SHIELD's misusing it. By the time someone figured out how to stop it, the techno-virus would have mutated beyond needing the broadcast signal. Zombie apocalypses suck, trust me."

Steve waited to speak again until Iron Man stopped by a set of elevator doors and started to force them open. "I'm sorry."

Metal screeched as Iron Man's fingers slipped. Light seeped through the crack he'd already put in the doors. "Pardon me?"

"I said, I'm sorry. For asking about Stark." Steve kept an eye on a nearby ledge. If Iron Man decided to shake him off, he could probably manage to land there. Even if he didn't, he'd jumped from a plane without a parachute before. "I know you wouldn't kidnap anyone else."

"Kidnap someone else. Right." Dents appeared in the doors under Iron Man's fingers. His voice through the computerization sounded thick and restrained, clearly on the edge of rage. "Why'd you ask in the first place, then?"

Truth time. "I'd been doing research on you," Steve admitted. "And the Stark connection... it looked suspicious, and you are a villain... So I had to know."

"And that's it?"

"That's it."

Elevator doors shrieked as Iron Man finished opening them. He slid an arm around Steve's waist, his gauntleted hand settling low on his hip. "I'll fly you the rest of the way," he said cheerfully. "No reason for you to fight your way through.

Since there were no zombies in the hallway, Steve interpreted that as forgiveness. It was probably only a matter of time before there were zombies, though, so he tightened his grip. "Thanks."

"Don't mention it." Iron Man's hand slid lower, grabbing a handful of Steve's ass, squeezing firmly. "Wouldn't want you to get bitten or anything. Can't let anyone else defeat you."

That was definitely forgiveness. Steve blushed his way through the entire flight. Iron Man kept them high enough that the zombies couldn't get to them, so Steve didn't really have much to focus on other than Iron Man's hand placement.

Zombies were thick around the lab that housed the computer they needed, most of them looking like they might be the scientists that started it all. Steve couldn't start to count them; it must have been a quarter of the base's population. They pressed so tightly together that Iron Man couldn't get through the door.

They set down in the center of the throng, fighting back to back as they muscled their way through. The zombies were pressed shoulder to shoulder, which made it easier to take out three and four at a time but still made each step hard-won. Iron Man didn't even try to use the more lethal weapons Steve knew he had in his arsenal.

As soon as they were through the door, the press eased. Steve put his shield down and barreled through. Iron Man followed close behind, keeping the zombies from attacking Steve's back.

"Where's the computer?" Steve tossed an attacker back at the door. Zombies toppled backwards in a domino effect.

"Far corner! The yellow screen!"

He twisted to look. One computer in a bank of them glowed with a bright, canary yellow glare. That looks evil. "Fly over there, I'll keep them distracted!"

Iron Man ducked down out of sight. A few seconds later, every zombie in his vicinity went down. "You'll get swarmed!"

"Just do it!"

Jet boots sounded, and for a second Steve thought Iron Man might actually listen to him. Instead, he was suddenly scooped up by the shoulders and dangling ten feet in the air.

"Put me down!" Steve squirmed, kicking at the zombies that reached for his feet. They lurched after him, going in vaguely the same direction as Iron Man. "You brought me up here to watch your back!"

"And you're going to watch it, right where I can watch yours."

A repulsor blast at the floor made most of the zombies stumble back from the computer. Self preservation still had some sort of hold on them. Steve and Iron Man set down in the cleared space. Immediately, Iron Man turned to work at the computer. His fingers moved over the keyboard so rapidly that the noise blurred into a single sound, instead of individual key-clicks.

Somehow the zombies seemed to know what they were doing. They attacked more ferociously. One of them sunk her teeth into the shield, gnawing on its edge. Steve yanked it away and kicked her back. "Sorry!"

"Don't apologize to them!" Iron Man chided, without an audible slowing of his typing. "They probably don't even feel pain!"

"'Probably' isn't good enough!" An older man almost snuck up on the left, but Steve caught him by the arm and swung him back into the crowd. "Hurry up, I think they're getting smarter!"

"You can't rush genius," Iron Man shot back.

"Can you rush undoing genius?" One of them almost slipped between his legs. Steve caught her by the shoulders and flipped onto his hands, using his legs to toss her back.

"I'm trying!" The last few seconds of typing grew louder. "There, I've got it!"

A piercing squeal cut through the air. The zombies screamed and stumbled back, clutching their heads. Like before, they dropped unconscious to the floor after only a few seconds.

"That should do it," Iron Man announced. "And just in case, the rest of the data is corrupted now. This shouldn't be able to happen again."

Steve frowned. It seemed wrong, somehow, to destroy work that someone had obviously thought could do some good. Looking out over the fallen SHIELD workers, he had to admit that there were probably some sorts of things better left untouched. "Good job, Iron Man."

"Good job? I help save the day, which is strictly against the Supervillain Union's rules, and all I get is a good job?" Iron Man crossed his arms, looking like he might be pouting.

Smiling, Steve leaned over and kissed Iron Man's faceplate. "My hero."

Before he could pull away, Steve found himself wrapped up in an iron embrace. Two gauntleted hands kept him in place with solid handfuls of his posterior. "Maybe I should kidnap you," Iron Man offered. "We haven't had a good kidnapping in a while. I could give you some real hands-on experience with technology."

"Maybe next time." Steve rapped his knuckles against Iron Man's helmet. "You should probably make a dramatic escape, or else I'll have to try and arrest you."

"Ah, the life of a villain is fraught with peril." Iron Man gave his rear another squeeze, then let go and stepped back. His boots fired, lifting him a few inches off the ground. "See you around, Cap."

Steve shielded his eyes from debris as Iron Man blasted out through a window. Things were looking up.



"What do you mean, Iron Man did it?" Steve demanded, slamming his hands down on the table. "He helped us stop the attack, and now you're saying he caused it? That doesn't make any sense!"

The SHIELD top command didn't seem impressed by his outburst. None of the other Ultimates were present—Steve was always picked to represent the team at these meetings, even though Storm held the position of current chair. When given the choice, they seemed to prefer someone with military training. Probably because they think I'm easier to control, Steve thought mutinously.

"Cap, be reasonable," Fury said from the head of the table. "It fits his pattern, and he was on the scene. Who else do you think did it?"

"He said that they didn't read the notes," Steve blurted without thinking. "Iron Man usually goes after places with Stark Enterprises tech, right? What sort of technology were they working with?"

"Who told you that?" Admiral Bosch, a portly man with a big, veiny red nose, demanded. "That's classified information!"

"I'm right, aren't I? It was StarkTech." Steve leaned over the table, meeting their eyes. Or trying to. Three of them wouldn't. "The stuff they were working with was the sort that would have exactly that sort of effect, and you're trying to blame Iron Man to cover up the lab accident."

"No one is covering up anything," Fury insisted. "That lab had a dozen fail-safes in place, and they were bypassed. Your boy proved he has no problem doing exactly that. You think we should give a known villain the benefit of the doubt on this?"

Trick question, but honesty made Steve answer, "Yes. I do."

Fury looked at him with pity in his eye. "I think you've made your case, then. Dismissed, Captain."

Steve glared around at the gathered brass, then grabbed his paperwork and let himself out. Spider-Man waited just outside the doors, being held at bay by a set of muscular SHIELD agents acting as guards. Since his identity was still unknown, Spider-Man wasn't allowed anywhere near top brass, on the off-chance that he was a murderer, terrorist or a socialist.

It was a shame. Spider-Man might have put a dent in their shiny exteriors.

"Well? How'd it go?" Spider-Man bounced along after Steve, nearly silent in his spider-booties. "You don't look like it went well. Kind of grumpy, actually."

"Fury is blaming Iron Man for what happened in Wyoming," Steve explained sotto voce. Papers crinkled in his hand as he gripped them tight. "He thinks Iron Man sabotaged whatever they had going on."

Out of the corner of his eye, Steve saw Spider-Man start a cat's cradle using webbing. "I guess that makes sense. Kind of."

"He helped us!" Paper ripped in his hands. Steve looked down at them in dismay. He might actually need the agenda items. Maybe. One day.

Spider-Man shrugged and added a new thread to his cradle. "Well, you two had just argued, right? Maybe he just wanted you to think he was a good guy or something."

They passed a trash bin, so Steve dumped the ripped up paperwork. "Do you really think that was it? He seemed pretty upset about it."

Webbing twisted around itself as Spider-Man added two more strands, blatantly cheating. "Why was he upset?"

"He said that the virus was his program and SHIELD had..." Steve stopped walking as they came to a corner, frowning. Puzzle piece thoughts slid against one another, not quite lining up. "But that can't be right."

Without appearing to notice, Spider-Man kept walking, right up the side of a wall and back to Steve. "What's not right? Did he say something else?"

Steve ignored him, reaching into one of his pockets and digging. The little broken piece of Iron Man's armor had wedged itself into a corner and caught on the fabric. Wiggling it back and forth, Steve eased it free and pulled it out. Emblazoned on the chip, the swoosh with wings was instantly recognizable.

"This!" Spider-Man reeled back, holding his cat's cradle protectively out of the way as Steve shoved the bit of metal at him. "This is a piece that broke off from Ion Man's suit. Look at this logo: SE—Stark Enterprises! And Iron Man said that he'd created the virus that had broken out in Wyoming, but they just said that it was StarkTech!"

Using powers known only to himself, Spider-Man made his mask blink. "Were you carrying that around all this time?"

The piece of red metal glinted under his fingers as Steve fiddled with it awkwardly. He couldn't make himself meet Spider-Man's eyes. "Maybe."

"You have it bad, boy," Spider-Man opined. He wadded up his work and tossed it towards a trash can. "So you think Stark is working with Iron Man?"

"No, but I think I know Iron Man's real identity." Steve shook his head and reached for his communicator and pressed the All Members Alert. "Ultimates, I'm calling a team meeting. Be in Meeting Room Alpha in ten minutes. This is important."



Steve and Spider-Man took extra care while de-bugging the room. He could tell that Spider-Man didn't understand why, but he didn't question Steve's decision. For his part, Steve wasn't going to take any chances.

The team members straggled in, with Thor and Storm coming in last. At Steve's nod, Spider-Man closed the door and sealed the edges with webbing. Steve finished hooking up the computer to an audio/video feed.

"What's with the secrecy?" Luke asked as the lights dimmed. Pale blue light from the projector washed over his face. "You've got another mission for us? We just got back!"

"It is a most vexing timing," Thor agreed. "I had intentioned to spend time in a viewing of Tokyo Mew Mew, which I recently acquired."

Everyone looked at each other uncomfortably. On Thor's right side, Jan slowly reached over and patted his hand. "Thor," she said slowly. "Have you been getting cheap pirated anime fansubs again?"

The God of Thunder cut his eyes away. "I know not of what you speak. My subtitled editions are most pure, I assure you that."

"Petty piracy aside," Steve cut in, before things could turn into yet another discussion of Thor's anime addiction. "I think I have evidence that Fury has been lying to us. And has been for a long time."

This announcement won the resounding silence of the unsurprised. Even Hulk looked bored.

"He is the head of SHIELD," Storm said after a few minutes.

"And he's Nick Fury," Giant Girl added, as if this were the more damning evidence. "I think he lies to himself, actually."

"I'd be worried if he told the truth," was Luke's opinion.

This was not the reaction Steve had been hoping for. Reaching for his mouse, he pulled up one of the images he'd downloaded from SHIELD's database, of a handsome, dark-haired man behind the wheel of a convertible. "This is Anthony Stark," he explained. "The CEO of Stark Enterprises, considered one of the smartest men in the world, and voted sexiest man alive by People Magazine five years in a row." He clicked through to another picture of Stark addressing a board room meeting. The camera was low and close, showing off how his slacks clung to his thighs, while his broad shoulders and trim waist were emphasized by the angle and the cut of his suit jacket.

Jan gave a low whistle and leaned forward in her seat. She fanned herself. "I'd forgotten how hot he is. Woof."

For once, Spider-Man had sat in his chair, rather than balanced on the back of it. "Are you planning on replacing Iron Man as your regular kidnapper?" he asked. "Is that what all this stuff about Stark is about?"

"No!" Steve replied immediately. Hastily, he clicked to the next picture, which was still of Stark. This time, he was being assisted out of a vehicle by a red-haired woman and a big, flat-faced blond man. They were actively trying to block the cameras, but the shot managed to get a picture of Anthony's bandaged head and sling.

"Two years ago, Stark was held captive by enemies of the state. No one knows how he escaped. Shortly after he returned to the USA, Stark closed the weapons manufacturing arm of Stark Enterprises. Iron Man made his first appearance shortly thereafter."

"Hey, I remember that." Luke's finger formed a shadow, pointing at the picture. "That was big news. Everyone thought Iron Man would be the next big hero."

"Right," Steve agreed. "Six months after this photo was taken, Iron Man attacked his first SHIELD installation, and Stark vanished. SHIELD lists him as missing, but the company refuses to acknowledge it, and doesn't seem to have been affected by it at all." Before they could interrupt, Steve clicked to the next file, this one a screenshot of one of the reports he'd viewed, with the important parts circled. "Iron Man usually attacks SHIELD laboratories, not military bases, and he's shown a preference for ones that are working with Stark Enterprises technology"

Reaching into his pocket, he took out the piece of armor and dropped it onto the table. Thor picked it up, electricity sparking between his fingers and the metal. His eyebrows rose, and he passed it over to Jan, pointing at the SE logo. She pulled out her phone and flipped it over, showing an identical emblem.

"That came from Iron Man's armor. I picked it up after one of our battles," Steve explained. "And Iron Man stated outright that he'd created the virus we dealt with yesterday, while SHIELD says it was Stark."

"Tin Man is pretty man?" Hulk asked in the silence that followed.

"Erm. That about sums it up, yes." Steve added a few more circles, studiously not looking up. "But I don't know why he's attacking SHIELD, or destroying his own work. You'd think, if anything, he'd be going after other people's technology."

The flat of Thor's hand came down loudly on the table. "We must seek the truth of this matter," Thor declared. "If Iron Man is to present honorable court to our friend, his reasons for wrong-doing must be brought to light."

"So now you admit that Iron Man is a villain," Jan sighed. "You might as well admit that Iron Man is the one who's been funneling you fansubs. We've all seen you pass thumb drives in the middle of a fight."

"I will admit no such thing."

"So what do we do?" Luke asked. Behind his head, Spider-Man reached up and started making shadow puppets on the screen. "Ask if he's Stark, hope he doesn't fly away in a huff again?"

"Steve's pretty enough to lure in ten Iron Men," Jan offered. "We'll doll him up and stick him on a roof somewhere. Ten minutes, tops."

"Why didn't we think of that a year ago?" Luke complained. "Think of how much time we've wasted when we could have just tied Cap up and put him under a box."

"I'm still here," Steve felt the need to remind them.

"Quiet, bait," Spider-Man waved him off, making a shadow dinosaur, much to Hulk's delight. "What kind of dolling up are we talking about? I don't think Iron Man would go for anything too blatant. Though Cap would probably be able to pull off a maid costume."

Jan's grin made Steve fear. "I have an idea or two."



Steve tugged on the collar of his new costume, trying to bring it up a little higher. It cut all the way down to his belt, leaving the better part of his chest bare to the cold winter wind. The fabric of the shirt was black and thick, but nothing would help when it left his chest and navel hair visible. Between that and being on top of a sky scraper, he suspected that he icicles were growing where none were meant to be.

"Are you sure I shouldn't wear my uniform?" he asked into his earpiece, holding down the talk button with a finger. The gloves were stiff and new, in addition to being bright yellow. It felt strange working through them. His usual gloves had years of being well-used to soften them up. "It's cold up here. And what if he doesn't recognize me?"

"Trust me, Cap," Jan replied over the comm line. "You're a hot blond guy standing around on a rooftop in the middle of winter with your chest bare and a really tight pair of pants. Iron Man is going to check you out. I'd check you out. Luke would check you out, and he has a wife and kid. Besides, you don't want to be recognized, do you? It's better this way."

"I get the point Jan." Steve rubbed his thighs. Tight pants were the worst for cutting a wind chill. "I couldn't wear a trench coat?"

"No. It's a Dread Pirate costume. A trench coat would ruin it."

And that seemed to be that

Steve walked in circles, doing his best to keep from freezing. He was up high enough that there weren't even any buildings to cut the chill. If he got lucky, Jan would eventually admit that Iron Man didn't cruise New York rooftops on the off-chance that Steve waited atop one of them, alone and half-naked. Then maybe they could try something more effective. Like a bear trap with a wrench as bait.

So determined was he that it wasn't going to work that Steve dismissed the sound of jetboots as the wind until a pair of dark red boots dropped into view. He jumped back in alarm, reaching for his shield.

"So, is it cold up here, or are you happy to see me?" Iron Man asked.

"I told you so!" Jan announced triumphantly.

"I'm— I'm happy to see you," Steve replied through slightly chattering teeth. By now he was so cold that even blushing was out of the question. "Was looking for you."

"I'm touched that you cared enough to risk hypothermia." Iron Man touched down and put an arm around his shoulders. It blocked the wind, and the armor was surprisingly warm for having just been flying around in freezing weather. "Really, you look fabulous, but next time maybe fly the batsignal—" He paused, head turning sharply towards Steve. Lights flashed under the faceplate as something ran a scan. "We're being recorded."

"Ultimates," Steve explained through clenched teeth. "Didn't want to hide, wanted to hear."

"Tell him we said hi," Jan instructed imperiously.

"Giant Girl says hi," Steve passed on, huddling closer to Iron Man. "Need to talk. Somewhere warmer?"

Steve would never admit it, but it hurt a little when Iron Man hesitated. "I have a secret invisible base over Manhattan," he finally said, each word slow as if it needed to be dragged out. "If you don't mind being kidnapped for a while, we can go there. Are you sure you're not being tracked?"

"I'm sure." Anything to get out of the wind. He didn't even really mind if maybe a little ravishing went on, as long as he could get the ice out of his chest hair. "Please?" he asked, almost biting his tongue in the process.

It didn't seem like Iron Man would give in, but Steve wrapped his arms around himself and shuddered extra hard, and that seemed to be the incentive he needed. A warm metal arm settled around Steve's waist, and the jetboots started to purr. "Hold on tight."

They took off. This time they moved much faster than in Wyoming, and it was much, much colder. Iron Man tried to fly so that Steve was mostly protected from the wind-chill. Ice still managed to catch in his eyelashes, freezing them closed. Steve tried to just focus on hanging on. Vibrations from the jetboots shivered up his spine, rattling his teeth. It would, he suspected, be easier if he weren't near frozen.

As fast as Iron Man travelled, he only needed a few minutes to get to wherever it was. Steve felt him slow, and then drop. The icy wind vanished, but the warm air that replaced it made him shiver violently, almost losing his grip on Iron Man's shoulder. When they touched down, his knees buckled.

"Jarvis! Happy! A blanket and a warm, damp cloth!"

The blanket came first, wrapping around his shoulders. The cloth was applied to his eyelashes, speeding the melting of the ice. Steve blinked his eyes open, looking up into the flattened, worried face of a blond man. Over his shoulder, Iron Man hovered, with his faceplate still down.

"Who's this, boss?" the man asked, handing Steve the rag so he could warm his hands with it. He had trouble pulling off his gloves. Even under this leather, his fingertips had gone numb. "I didn't think you were looking to collect people."

"Only person I'm collecting is Captain America, Happy, which this is. Are you okay?" he asked. One of his hands rested on the other man's shoulder as he leaned over to look at Steve. "I thought I should go slower, but I didn't want to take a chance that we were being followed. Usually your kidnappings are less voluntary. Fury would have kittens if he knew."

Steve started to answer, but the second he opened his mouth he started coughing. His teeth chattered so badly that he couldn't even manage to get a word out. Iron Man made a distressed noise and bumped his minion out of the way, wrapping an arm around Steve's shoulder.

"Next time, we're going slower, you'll just have to risk some bad press," he was saying under the sound of Steve's teeth. "You're America's golden boy, I'm sure you can take it."

"Mr. Hogan, Mr. Iron Man, please give him room," an older, cultured voice chided. And elderly gentleman in, of all things, a suit bumped through them, holding a silver platter over his head to keep from spilling it. He looked like a butler from an old movie, but why did a villain have a butler? "Give him air, he doesn't need you crowding him."

As it turned out, the platter held hot cocoa. The old man knelt down and held it to Steve's lips, helping him take a sip. It was warm without being too hot, relaxing his muscles from the inside out.

"There we go," he said soothingly, folding Steve's hands around the mug as soon as they stopped shaking enough. "It doesn't look like you've done yourself any damage, but what were you thinking, going outside dressed like this?"

"Heheh, oops," Jan's voice said sheepishly. "Sorry, Cap. I thought you'd be able to take it."'

"I don't know, I kind of like the costume change," Iron Man put in, not unexpectedly.

"But at least it work—hey!" Scuffling sounded over the connection, with Jan's voice fading in and out. Finally, it vanished entirely, replaced by Luke's.

"Just get yourself warmed up," Luke advised. "No rush here. Fury's off on some sort of secret op, so there's no one to miss you."

That was reassuring. One of the things he'd worried about was that Fury would start asking questions, and Steve wasn't sure if he deserved any answers yet. While he recovered, Steve took the opportunity to look around. They'd landed in a control room of some sort. There were large screens on all of the walls, and a set of chairs with their own computer consoles built in. Crew didn't seem to be present, but a genius who could create something like the virus in Wyoming could probably come up with an autopilot.

Feeling much steadier after a half a mug of cocoa, Steve pushed to his feet. When his knees didn't buckle again, he took that as a good sign. "So, since I'm a prisoner..." Steve looked down at his cocoa. It wasn't exactly something most prisoners were given. "Or something, I guess I shouldn't be allowed to stay on the bridge?"

"We have plenty of space—" the butler started, but Iron Man slipped an arm around Steve's waist.

"You'll have to be locked up in my room. Under personal guard and all that." He started pulling Steve towards a set of doors. The butler and minion stayed behind, looking bemused. "We should get you there now, before you start getting frisky."

Luke groaned as the doors to the control room shut behind them. The hallways were long and bare; it reminded him of some of the aircraft carriers he'd been on. "If things get heavy in there, do us all a favor and turn off the feed, will you?"

"No!" Jan cried faintly. "Don't! It could be important! Really—really important."

"Okay, do all of us except Giant Girl a favor," Luke corrected. More voices murmured. "And Storm. The girls want to hear."

Steve came very close to turning it off right then and there. But Iron Man's hand pressed against the small of his back, and he finally started to actually feel warm again. The bickering was a sign of good team relations. It was like a family.

A family with six younger siblings.

And no babysitter.

They arrived at a lift platform and Iron Man pushed a button for lower levels. "So," he said, "Why'd you come to see me? This hasn't exactly been a scintillating visit so far, and hypothermia isn't exactly conducive to lust."

"I need to ask about Anthony Stark—" Steve stopped talking when Iron Man's hand tightened against his back. "No, no, I'm not asking if you did anything with him. I know where he is. Or I think I do."

The lift slid into place with a gentle whoosh of displaced air. Iron Man didn't move to step onto it. "Do you?"

"He's you."

Iron Man didn't look at Steve. The lift dinged, as if reminding them that it was waiting. "I won't confirm or deny that on a live feed."

"Wait—no, don't do it, it might be a trick," Luke ordered, but Steve had already started taking the earpiece out. It was tiny, smaller than most hearing aids; it nearly vanished into the creases of his palm. Making sure Iron Man saw, he dropped it to the floor and stepped on it with a loud crunch of breaking plastic.

"Will you talk to me now?"

He had the eerie feeling that Iron Man was staring at him. Something hissed, and the metal panels on his helmet relaxed, letting him pull it off.

"Do you have any idea how much those things cost?" Stark demanded. "There's an off button, you know."

Up close and in person, he was even more handsome than the photos had suggested. He had an energy that photography couldn't capture. Strong cheekbones, lively blue eyes, animated mouth—even his goatee was sexy. Steve fumbled for words. Anything would do. Preferably something that didn't make him sound like an idiot.

"Um—yeah, I know—er..." Steve swallowed, suddenly aware that he didn't have a way to hide his blush.

Stark eyed him for a minute, then suddenly grinned. "Let Fury eat the cost. Worth it to see Captain America tongue tied." He tugged Steve onto the lift, which chirped and started moving almost immediately.

"So you really are. Stark, I mean. I thought—but I hadn't been sure, and—" Steve tried to find the end of the sentence, then gave up when only babbling aimlessly seemed to be in its future.

The half-realized fear that Iron Man would be unattractive and Steve would be shallow was definitely not going to be a problem.

"Yes, I'm really Stark. Most people call me Tony." Iron Man grabbed Steve's arm when the lift shifted from moving vertically to moving horizontally and he wobbled on still-shaky legs. Even after Steve caught his balance, Iron Man didn't let go. "Seriously, I haven't heard the name Anthony from anyone but Jarvis in years."

"Sorry, that's just—what SHIELD calls you. Anthony Stark, or just Stark." Tony, Steve told himself, trying to burn the name into his thoughts. Tony, Tony, Tony. It didn't seem to fit, after thinking of him as Iron Man for so more than a year. But as long as he looked at his face, bare without the helmet, Steve found it much easier to separate them out.

Iron Man was the secret identity. Tony was the person. It wasn't exactly a new concept. If he could manage it with Jan, Storm and Luke, he could do it for Tony. Even Captain America had been a secret identity once, even, and that had only been a little confusing.

"Governments like full names," Tony agreed. His hand slid down Steve's arm until their palms touched. "Is checking up on my real name the only reason you're here?"

"I want to know the whole story." Steve wrapped his hand around Tony's, linking their fingers together. "I need to know the whole story. Why you're a villain—why you attack facilities filled with your own stuff. Everything."

Tony down at their hands, mouth twisted thoughtfully. It was amazing how much easier he was to read without the faceplate in the way. Obviously he'd gotten used to it hiding his expressions; he didn't even try to keep his thoughts from his face.

"You're not going to like what you hear," he finally said as the lift slid to a stop. "You're Captain America. Salute old glory, these colors don't run, et cetera. It doesn't exactly add a shine to the country."

A horrible sense of anticipation clenched Steve's gut, but he squeezed Tony's hand as he used it to tug him off the platform. "I serve the dream and the people, not the government. Uncomfortable truths need to be heard more than any other kind."

The lift whooshed, beeped and went dark, apparently waiting for its next passenger. Tony stared at Steve, then slowly nodded. "Alright," he said. "But you're going to want to be sitting down."



Surprisingly, Tony didn't make any efforts to take advantage of Steve after they reached his rooms. Instead, he just settled him onto a small sofa and stripped out of his armor. The process definitely wasn't erotic, and Tony didn't try to make it be. It seemed to involve a lot of interlocking plates, awkward bending and even more cursing. Once each piece came off, he placed it onto a metal frame that had clearly been designed for the purpose. Underneath, he wore a thick black wetsuit that differed from SCUBA gear only in that it looked like it had some sort of ports installed.

Erotic or not, Steve watching in fascination as each piece was taken apart and reassembled with delicate precision, revealing a fresh piece of Tony's body with every movement. He was leaner than Steve had expected, except for shoulder and arm muscles that showed the sort of definition that came from heavy use. Tony Stark clearly wasn't the sort of man who was content to let his machines do the heavy work for him.

Steve was so focused on the act Tony removing the armor that it was a surprise when it was actually done. He shook his head, startled, when Tony stepped away from the fully-loaded stand and reached up into a cabinet. A few moments later he brought out a set of glasses, a bottle of red wine and a box of Oreo cookies.

"Alcohol doesn't affect me," Steve blurted out while Tony poured. Somehow, this wasn't the presentation he'd expected. Maybe something spoken in dire tones while Tony showed him evidence of his innocence, a slide show. Even a PowerPoint. Not cookies and wine.

"So my plan to get you drunk and let you take advantage of me is grounded from the word go?" Tony glanced up at him with a smirk as he finished pouring and set down the bottle. "Pity. I'll have to think of something more original next time."

Steve cleared his throat and ducked his head. The sofa cushions were very nice. Cream leather, not what he'd expect in a supervillain's lair. Attempting a casual tone, he said, "You're assuming there's going to be a next time?"

"Hoping, actually." Tony pressed a glass at him. The cushions shifted as he plopped down on the other end of the couch. They were just soft enough that the addition of another person formed a dip that tugged them both inexorably towards the center. Steve did his best to brace himself, but the pull still ended up with his leg pressed firmly to Tony's.

Tony had a very warm, very firm thigh.

Swallowing, Steve tried to focus on the wine. He wasn't a connoisseur, but he suspected that it was an expensive bottle. What he'd seen of the label wasn't English, at least, and Tony didn't seem like the sort of guy who would drink five dollar bottles when he could have better. Carefully, he took a sip, rolling it in his mouth. It slid down his throat smoothly, without any of the sharp aftertaste some wines had. "It's good. Thank you."

"Have a cookie?" Tony nudged the package towards him. "They're good."

Cookies without milk seemed strangely like sacrilege, but Steve took one and twisted it open. Like they always did, one part came away with the majority of the filling. "Isn't wine usually served with cheese?"

"I like Oreos better." Tony watched him intently. His shoulders sagged when Steve ate one side whole. "So, where do you want to start?"

Steve nodded and sipped his drink, holding on to the other half of the cookie. "At the beginning, please."

Tony ran his fingers up the flute of his wineglass, the tiny ports in the fingertips clinking on the glass. "The beginning is when I was taken captive... When I became Iron Man."

The story turned out almost exactly as Steve expected after he put the pieces together. Tony had built the first armor to escape from captivity. When he'd gotten back to the States, he'd realized how irresponsible his company had been, and had closed down the weapons aspect of it. Iron Man took responsibility for the gaps in defense that his company had left. Superheroes weren't exactly unknown; by then, Spider-Man had been active, and the Fantastic Four were already in the headlines. He'd just joined them there.

It had seemed logical.

"Things went pretty well for a few months. Everyone thought Iron Man was my bodyguard, and SE started breaking into the personal electronics market big, making up the profits we'd lost with the change in direction." Tony stared into his half-full wineglass, tossed it back and reached for the bottle to pour a fresh one. "Then I found the invoices."

"Invoices?" Steve asked, trying to sound interested, rather than anxious. "What sort of invoices?"

"Bills of sale," Tony explained flatly. "My signature on documents, licensing the use of StarkTech that I'd never intended for military purposes. Arc reactors used to power engines of destruction. Viruses designed to help the disabled use cybernetic limbs turned into biological weapons. Technology meant to save lives, used to take them. A lot of it sold overseas, to foreign governments with even less scruples, or to people like the ones who captured me. Stolen. Didn't you wonder why they were running tests on it, instead of just using it?"

Steve shook his head. "I don't know anything about that sort of stuff. Why didn't you sue? Take them to court?"

"With what evidence?" Wine swirled in Tony's glass as he swished it around, without any apparent interest in drinking it. "I'm rich, but even I don't have that kind of money. Fury is good at what he does. It was my word against theirs."

It made a horrible sort of sense. Without effort, Steve could picture Fury doing exactly what Tony had said, and even thinking he'd done the right thing. But Steve had fought a long, hard war, and had seen enough to know better. For the greater good too often turned into for my own good. "So you stole it back."

"Or destroyed it, yeah," Tony nodded. "Didn't take long for Iron Man to work his way to public enemy number one, and Fury was starting to back me into a corner. So I set up the proper channels and went into hiding."

Everything fit together, except for one piece of information. "But why did you start attacking other places? Stealing the Empire State Building?"

Tony grinned and rested his hand on Steve's knee. "It got your attention, didn't it?"

Just then, Steve thought his blush could probably outshine Times Square. To cover it, he lifted the other half of his cookie to bite into it.

"Hey!" Before his teeth could close, Tony yanked the cookie out of his hand. "I don't think so. You're eating it wrong."

Steve scowled. "What do you mean? It's a cookie. You eat it. That's all there is."

"Not like that." Tony took Steve's wineglass and set them both down. One of his legs swung around Steve's thighs, until he was firmly seated on his knees. Strong arms slipped around his shoulders, the cookie left to dangle from Tony's fingers. "It's an Oreo. You have to eat it right."

Air became a precious commodity. Tony was close enough that Steve could easily see the stubble coming in on his jaw. "Then how should I eat it?"

The cookie was presented to Steve's lips. "Lick the cream first, of course."

Rich he might have been, but Tony had blue-collar fingers, with calluses, scars and broken nails. Steve looked up from Tony's fingers to his eyes, which were as wicked as he'd expect from a supervillain. While Tony watched, Steve leaned forward and licked at the cream. It peeled off easily, sliding onto his tongue in a burst of sugar. Emboldened, he took the cookie next, before Tony could take it away. His teeth scraped over Tony's fingertips.

Tony licked his lips. His eyes were locked on Steve's mouth in a way that almost made him ashamed. Eating a cookie should probably not be an erotic experience. None of the people he'd dated back in the forties had been like this.

Nerves jangled, but in a good kind of way. Anticipatory. He was scantily clad in the lair of a supervillain who had made his interest known. Even if Iron Man wasn't that sort of villain, it didn't take much guesswork to figure out where things would go. Steve took his time chewing the cookie, gratified that Tony seemed as interested in that as he had in the cream.

Swallowing was harder than he'd thought it would be. "Is that how you eat cookies, these days?" Steve asked. His hands settled lightly on Tony's hips.

"Just Oreos or cheap Oreo knock offs," Tony confirmed. Weight shifted, and he slid down Steve's knees until they were pressed together. "It's the Ameri—"

A high pitched beep sounded over their head, cutting Tony off. Yanking his head back, he yelled, "What?"

"Iron Man, SHIELD agents have us surrounded," a new, male voice announced. "I repeat, SHIELD agents have us surrounded. Get a move on!"

Tony was already out of Steve's lap and half-way to the armor stand. Steve scrambled to his feet. SHIELD meant Fury—which meant either a bigger coincidence than Steve could swallow, or trickery. How would Tony ever trust him again?

A black strip of cloth smacked him in the face mid-brood.

"Put that on," Tony ordered. The armor apparently went on easier than it came off; he'd already put on the breastplate. "Two million says Fury knows it's you, but he won't be able to prove it if you're masked."

Steve looked at the mask. It was essentially only a piece of cloth with eyeholes cut out. Thinking it could hide anything was laughable, but Steve didn't have any other choices, so he tied it on. "You're not angry?"

"Why?" Smooth curves of muscle vanished under heavy iron plates. "Because Fury's a suspicious bastard and probably has you under more surveillance than you thought? If I got mad every time Fury one-upped me, I'd be the Hulk."

"You don't think it's my fault?"

Blank eyeholes stared out from the helmet as Tony held it, ready to put it on. "You're a lot of things, Cap, but a sneak isn't one."

"Not Cap." If he was going to be fighting in secret, on the side of a villain, Steve might as well go with it. "Call me Nomad."

"Nomad." Tony nodded and put on the helmet. Clicks and hisses sounded as the face and skull plates locked into place. The eye slots lit up. "Let's go."

The Iron Fortress was massive, but they still were able to reach the docking bay in quick time. On the way, they were joined by another man in a suit of gunmetal grey armor, the blond man he'd met earlier and a red-haired woman, both in masks similar to his. The hangar door hung open, showing a line of SHIELD-issue flying cars, with Nick Fury at the fore.

"This is your whole force?" Steve looked out over them as they positioned themselves. Two suits, two regular people, and himself, against whatever SHIELD had decided to throw at them. Odds like that didn't say anything good. The civilians weren't even carrying weapons, but heavy packs with some sort of hose apparatus. At least they were in body armor. "No robots?"

"All the people I trust," Iron Man confirmed. "No time for robots, anyway."

Fury stood up in the front seat of his car, chewing on an unlit cigar. Typical of him, he hadn't worn any protective gear, either against the cold or against bullets. Also expected, he was loaded down with weapons. His eye briefly darted to Steve, then slid away.

"Iron Man and crew," Fury called through the open space between them. "You're under arrest. This is your one chance to surrender. We can do this the easy way, or the fun way."

"You know me, Nick," Iron Man replied. "Never pass up a good time."

Fury stared at him for a moment, and then dropped down into the driver's seat.

At that signal, the entire SHIELD force charged in, trying to land. Iron Man and the other armored person lifted off, flying directly into the pack of SHIELD cars. Still, a couple managed to land enough to discharge their agents. Steve threw himself into the fight. Faces he recognized from being on the other end of a table, or walking by in a hallway passed by. He shoved them aside, trying not to think that this man had a new baby waiting for him at home, or that woman just got her degree.

A computerized voice that definitely wasn't Iron Man yelled, "Nomad, duck!"

White goo flew past Steve's ear from behind just as he rolled. It hit an agent in the legs, knocking him to the ground. Webbing, like the spiders had used at the Empire State Building.

Fury leaped over the fallen agent, having managed to land his car sometime in the melee. He swung. Steve raised his arm to block the punch, too late seeing the needle in Fury's other hand. It jabbed into his bicep.

The chemical in the syringe worked fast. Steve stumbled, woozy. Drugs wouldn't affect him long, but fights like this didn't need long.

Vision greyed out, and suddenly Steve found himself on the floor, looking up into Fury's face. "Nighty-night, Cap."



When Steve opened his eyes again, he was in his own bedroom. Jan leaned over him, her lower lip caught between her teeth. She bounced excitedly, hands waving.

"I think he's waking up!"

The Ultimates crowded near as Steve groaned and forced himself to sit up. Hulk seemed to be the only one missing, and that wasn't unusual. His head ached with the leftover result of whatever Fury had used to knock him out. It must have been originally meant for livestock, or he wouldn't have been out long enough to be back at SHIELD HQ. "Status?" he asked, rubbing his temple.

"You were brought in unconscious ten minutes ago," Luke reported from the back of the room, where his height let him see without crowding up close. "Fury said he wants to have a talk with you. What the hell happened up there?"

"I was followed." Or something. Fury might have landed a tracking device on him, but Steve wasn't sure how that might have happened. The costume had come from Jan's store of clothes, and he hadn't brought his shield as a measure of goodwill. "Fury attacked Iron Man's fortre— Tony!" He looked up sharply. "Where's Tony? Did they catch him?"

None of the Ultimates would meet his eyes. Cold dread gritted Steve's gut. If Tony had been captured because of him...

It didn't seem like anyone wanted to answer, but eventually Storm shook her head. "Not Iron Man, no. Another, in a similar suit. Fury referred to him as War Machine."

"He fought most valiantly in his chains," Thor added, apparently trying to sound helpful. "A brave warrior, even fallen."

The name didn't sound familiar, but that didn't matter. Iron Man had said he trusted everyone there, which made him an ally. "We have to rescue him." Steve pushed himself farther upright. His balance slipped as the world twisted out from under him, but when he tried with his eyes closed it was much easier. With his metabolism, it would probably only take a few minutes for the rest of the chemical to burn out of his system. "I have to rescue him. This is my fault. I'll take him back to Iron Man."

"If you break him out, Fury will know who did it." Spider-Man shifted from foot to foot, fiddling with his gloves. "Being Captain America won't save you."

"Then maybe I'll stop being Captain America."

Silence. Thor stroked the handle of Mjolnir. Storm looked down. Even rock-steady Power Man fidgeted.

Jan put a hand on his shoulder, helping him stay upright with just a little pressure. "What did you find out?"

So he told them. There wasn't much, but he saw it in their faces when they realized the implications. They looked exactly the way he'd felt when he'd put the pieces together.

"And his liege has sanctioned this— this foul theft?" Thor demanded. Mjolnir crackled with lightning called down by his anger. "Not only sanctioned, but enabled?"

Steve nodded. If he'd learned one thing in his time in the military, it was that nothing important happened without a lot of brass being polished first. Plans that involved the wholesale theft of a private citizen's property would be highly classified, but it wouldn't be a secret. "They must have. And I have to stop it."

"I shall join my arm with yours, friend Steve. This perfidy cannot continue thus." Thor's words rolled and rang, like something from an old play, spoken by a warrior king. It made Steve smile.

"Thank you." He looked around. "I'm going to rescue War Machine. The rest of you should probably scatter, so you can claim you didn't know."

Another long silence, and then Luke snorted. "What kind of friends do you take us for? I'll have to talk to Jess, but I already know what she'll say. We're with you."

"We're a team. If we can't be a team of heroes, we might as well be a team of villains." Jan squeezed his shoulder. When he looked at her, she grinned and shrunk down into her Wasp-form, fluttering close to his face. "Look, I even have a costume for it."

"You mean we all have to copy Emo America here?" Spider-Man piped up eagerly. "Because I've got these awesome black ops threads I've been itching to use." He turned to look expectantly at Thor, who merely gripped his hammer and stayed silent.

"I may have a set of clothing that is suitable for a life of crime," Storm said unexpectedly. She looked down at the flowing white skirt she habitually wore. "Ms. Marvel once provided me a variation on her usual costume as a gift. I do not think she will mind if it's repurposed."

Luke rolled his eyes when they all looked at him expectantly. "No way. It's going to take a lot more than just a change of sides to get me to change clothes. My clothes are comfortable, which is more than most of you can say."

Spider-Man shrugged. "We'll see what you say when you see the rest of us in new duds. What about Hulk?"

"We'll ask him. Or Bruce, if that's who's in control." Moving carefully, Steve pushed himself out of bed. This time, everything seemed to work normally, but he didn't want to risk too much too quickly. "Everyone go get ready. We won't have time to come back, so if it's important, make sure you take it."

"I'll get Hulk," Jan offered. "He'll listen to me."

"Good." Steve looked around, meeting their eyes individually to make sure they were sure about what they were getting into. No one seemed at all hesitant. "Meet back here in fifteen minutes. Then we move out."



Muscle wouldn't do them much good if they wanted to keep injuries to a minimum, so Hulk was sent off loaded down with what the team rescued from their quarters. Steve had given him strict orders to meet them on the roof, and to not wander off. Luckily, there wasn't much to lose, if he got distracted or lost the bags. Of them all, Steve had the only permanent residence at SHIELD. Most, like Spider-Man, didn't have anything other than a few spare costumes stored.

Steve crouched down in a back corner with Thor, hiding just out of sight of the locking doors to the prison wing. His fingers ran over the face of his shield, disturbed by the black paint where there used to be bright color. But if he was going AWOL, keeping his shield the same would be ridiculous.

Across the hallway Luke crouched, barely even trying to keep out of sight. Frowning and pointing him father back into the corner only made Luke roll his eyes.

"War Machine is in cell block bravo," Jan reported in a whisper that echoed from the vent she'd hidden in. "He's out of the armor, so we're go to split up. Kind of hot in that spandex, though. Spidey, take note; this is how you wear the stuff."

"Sure, pick on the little guy," Spider-Man muttered. "I've got the outside cameras blocked by web. Storm, do your thing."

"With pleasure," she replied from her own hiding spot.

Nothing seemed to happen at first, but slowly white mist started to seep out of the crack under the door. It thickened, looking almost like smoke.

With a whoosh, the door slid open. Heavy fog poured out, so thick that when it rolled over him Steve couldn't see Thor three feet away, and he could only assume Luke was going to find the armor. Voices shouted in confused panic. The fog moved, showing just the faintest of shapes as SHIELD agents came out the door.

Steve reached out and tapped Thor's shoulder, then slid through the open door. No one even saw him move. He felt Thor move after him, just a bare hint of red cape in the blanket of white.

Inside the holding block, Storm's fog got even thicker. He gave up on vision altogether and closed his eyes. Memory of the block's layout was still clear enough to work with—when he'd first woken up in the modern era, he'd spent a week in lockdown while Fury checked and double-checked his story.

Dodging objects was easy, once he stopped trying to see them. Others weren't so lucky. A thunk of bumped metal sounded in the fog.

"Ow," Thor muttered, in his earpiece and just behind him. "'Tis as shrouded as the far reaches of Niflheim. Good lady, could you not thin your spells?"

"The fog is what's keeping us from having to fight our way through the whole base," Storm reminded him.

"All the more reason to be gone with it."

In spite of the seriousness of the situation, Jan giggled.

"We're on a rescue mission," Steve reminded Thor in a whisper. "Maybe next time."

Thor's sigh ruffled the fog enough to make his face momentarily visible. "Aye, thou speak aright. There is no time for pleasure on business of such gravity."

The chat, as short and quiet as it had been, still gave them away.

"Who's there?" Something clicked, and the red flash of a laser sighting system came on up ahead. Boots sounded against the floor, but the guards were as affected by the low visibility as Steve. They only took a couple of steps before slowing. "Show yourself!"

"Not very bright, is he?" Jan asked. "After this guy, there's two more guards in front of War Machine's cell."

Quietly, then. Steve paused, waiting for Thor to catch up to him. When they were close enough to touch, if barely see, he signaled and they split. Staying low, Steve circled around until he could barely see the outline of the guard. He stood in the middle of the hall, rifle ready as he squinted through the mist.

On the far side of the hall, something tapped against metal. A flash of lightning cracked. Thor was ready.

One... Two... Three... Now!

Steve leapt, swinging his shield. The rifle cracked as it connected, skittering across the ground and out of sight. At the same time, Thor emerged from the mist and caught the guard in a chokehold. Twisting, the guard tried to break for freedom.

One quick, careful blow to the head, and the guard went limp.

Steve checked his vitals, then nodded. "He's out. That'll only hold him for a couple of minutes, though. I didn't want to do too much damage."

Gently, Thor lowered the man to the ground, tucked out of the way. "He will not thank thee for thy courtesy."

"My conscience will. Jan, any more obstacles?"

"You and Blue Eyes are in the clear. Might want to hurry. Fury's going to get word that something's up before long."

Back this far, the visibility got better. Steve could even see the walls without almost running into them first—enough to see the marker for cell block bravo before they passed it by.

The block was practically empty; Fury had enough secure facilities to keep his prisoners. He didn't need to risk keeping them in SHIELD HQ, where there was always the chance that a major breakout could leave villains in control of one of the most well-stocked and technologically advanced military bases in America. If War Machine had been there for much longer, he probably would have been transferred.

Steve didn't want to think about what it would take to break someone out of a place like Rikers.

As promised, two agents waited outside the only occupied cell. Their backs were to the wall, and they hadn't strayed out into the fog, making them much more professional than the guard back in the hall. The bars of War Machine's cell sparked with some sort of extra security measure, lines of energy crisscrossing over them in a thick weave.

This time, without needing to worry about alerting anyone, Steve and Thor rushed. The guards shouted and brought up their weapons, but not before they were on them. Even highly trained and well-armed, normal agents still weren't any match for Steve and Thor. A couple of quick blows and they were down.

Inside his cell, War Machine stood up from the bunk. He was a tall black man with a bearing Steve recognized as military. Barely visible in the fog, Jan fluttered down from a vent overhead and settled on his shoulder.

"I told you they'd make it," she said proudly. "The Avengers know how to get a job done."

"Avengers?" Steve asked while he studied the bars. "I thought we were the Ultimates."

"We're villains now, we need a new name." Jan flexed her wings primly. "I never liked the other one anyway."

"Look, I don't care what you're called." War Machine put a hand to the bars. Three inches from touching them, the lines of energy sparked and grew brighter. "Can you get me out of here or not?"

"We're working on it." The bars looked like standard force beams. They were mostly used against superpowered prisoners, and War Machine didn't look superpowered, but maybe Fury hadn't wanted to take chances. "Thor, if I can block the beams with my shield, can you bend the bars?"

"With ease."

Carefully, Steve turned his shield sideways and inserted it between the metal bars. Black paint sizzled and burned off as the force beams bounced off the vibranium alloy. Thor's great hands seized the two bars that were freed of the beams. Metal groaned as he pulled, muscles bulging with effort. Bit by bit they bent, until something gave way and they snapped. Steve repeated the process for the next set of bars, until they'd torn a hole big enough for War Machine to step out. As soon as he removed his shield, the beams bounced back into place.

War Machine grinned. "Thanks. You wouldn't happen to have picked up my suit anywhere, would you? To— Iron Man'll never stop complaining if I break out without it."

Thor cracked his knuckles, eyeing one that had been slightly singed. "Power Man is retrieving it as we speak."

Jan stayed perched on War Machine's shoulder, sitting down for comfort. "Shouldn't Luke have reported in by now? He usually doesn't have any—" Her head popped up, wings quivering in alarm. "Oh, crap. Guys, turn around."

They turned.

Fury and twenty agents blocked the other end of the hallway. All of them were equipped with night vision goggles and rifles.

"I thought you might be up to something like this, Cap." Fury shook his head sadly. "Always one for the soft touch, aren't you? Stark's just got to bat those baby blues, and you go running. Is this what you want to do with yourself? Are you really going to throw everything away?"

Fury knows Tony's identity. The only question was why he hadn't gone after his holdings—Stark Enterprises would be a lucrative take for someone willing to snatch it.

Best not to confirm anything. "All I know is that what you did to Iron Man was wrong." Steve judged angles and distances, making rapid-fire calculations. His grip tightened on the straps of his shield. "We're not standing by and letting you get away with it."

"The strength of our arms shall see to it that justice shall win out against you, scoundrel." Thor stepped up to Steve's shoulder, Mjolnir at the ready.

Jan touched down on Steve's other side, growing to her full size. Her bio-energy attack glowed golden in her palms. "The Avengers will—er, avenge Iron Man for what you did to him."

"You people are going to fit right in," War Machine sighed, but he stepped up to the line. "Now, can we cut the grandstanding and get on with it?"

Fury's gun came up. "You asked for it, Rhodes. Take 'em down, agents."

Before any of the agents could move, Steve let his shield fly. It rebounded off a wall and cut across the front line at a right angle. Some of the brighter or more experienced agents recognized the move and stepped out of the way, but eight of the front ten had their hands broken. It returned to Steve's hand with the remaining paint slightly smeared.

The rest of the agents that charged found the way suddenly slick with ice underfoot. They skidded and slipped, crashing to the ground. Only three escaped the resulting pile of bodies and weapons. Ice crept over the fallen, holding them down.

"I believe my services may be needed?" Wind whipped Storm's hair as she stepped out into the hall, blocking the agents in. Deeper in the prison complex came the sound of something massive breaking. "And that would be Spider-Man and Hulk, going to Power Man's aid."

Fury managed to climb to one knee, bringing his gun up. Steve brought up his shield to throw again, but Jan acted first. She jumped out onto the ice, one leg extended in a baseball slide that took her directly into Fury. When he tumbled, she slapped her hands over his ears and let loose a blast. Gold energy flashed, and he slumped.

After that, knocking out the last few agents still upright was just a detail.

Ice crystals covered Jan from hip to ankle as she stood up. She dusted it off. "You know, you could thank us for saving you."

"Thou hast proven thyselves much the warriors," Thor announced grandly. He bowed, taking Jan's hand and lifting it to his lips. "You have my thanks, good ladies."

Pink colored Jan's cheeks. She patted Thor atop his helmet. "You're such a sweet boy. Even if you do pirate anime."

Storm cleared her throat. "We must be off. They will not be unconscious for long. Luke, Spider-Man and Hulk should be done with their own work now."

Nodding, Steve lifted his hand to send out an All Members broadcast. "Avengers, assemble on the roof. Nomad out."



Predictably, the tracking unit in War Machine's armor that he used to find the Iron Fortress had been remotely disabled. Smart move on Tony's end, but frustrating when they needed to find him. Fury had New York crawling with SHIELD agents before they'd made it more than a mile from the base. Application of a few stories and a piece of candy calmed Hulk down to the less conspicuous form of Bruce Banner. The only other one of them who even approached ordinary was Luke, and his size did a good job of negating that advantage.

They'd found an alley in a residential area that was safe enough for the moment, but all it would take would be one person seeing a collection of masked strangers and calling it in to alert Fury to their location. Even if they remained undetected, they would have to seek shelter soon. None of them were dressed for the weather.

"You don't have any other way to find him?" Spider-Man asked for the third time. His black and white costume was strange and grim, but it certainly looked more villainous than the red and blue one. "No secret meeting place, no line of communication?"

"How do you think we've managed to hide from Fury for more than a year?" Rhodes shot back. His armor rested in a briefcase at his feet. "Trust me, there's nothing. If Tony's smart, he's already out of town."

"So you think he's still here, then?" Jan asked, then shrugged when Steve looked at her with raised eyebrows. "What? I was just asking."

Rhodes laughed and leaned back against the alley wall. "Actually, yeah, I do. Tony's a genius, but he's not very bright sometimes. How'd you find him last time?"

"We put Cap half naked on a roof," Spider-Man explained cheerfully, at the same time Jan said, "Bait."

"We can't do that this time." Luke had taken a seat on a pile of boxes, his long legs stretched out in front of him. "Fury would spot him way before Iron Man, and then we'd just be busting Cap out of jail."

"Thor, Storm, could you two do anything with the weather?" Steve asked, just a little desperately. Bad enough being put out like a steak on a trap when it was just Tony. Knowing that all of SHIELD could potentially find out about it made Steve want to squirm with embarrassment. "Trace the movements of the wind or... or anything?"

They both shook their heads.

"If we could, Fury would have used it a long time ago," Storm patted Steve's shoulder. "I am sure we will not resort to using you as a lure again. It's too dangerous."

"There is one other option," Bruce spoke up unexpectedly. For the most part, he'd been quiet, but when he spoke it was with certainty. "And one I don't believe Fury will think to guard against. Cap, you said that Stark Enterprises is still active? Who's the contact between the company and Stark?"

"That's Pepper—Virginia Potts," Rhodes cut in, eyes bright. "She's still active—she even signs Tony's paperwork every day."

"You think we should contact her?" Storm asked, her expression just a little skeptical, "How? Isn't she with Iron Man right now?"

"Yes, but she has a cell phone." Rhodes knelt down and opened the briefcase, digging through the pieces of armor. He came up with a piece of forearm plating. When he pressed a faintly different area of metal, it hissed and unfolded to show a screen and a keypad. "Damn, and I thought Tony was being ridiculous when he built one of these damned things into the suit. I owe him a drink."

Rhodes punched in a number, and pressed the speaker button. A picture of the redhead woman Steve had seen on the Iron Fortress flashed onto the screen, with the caption Pepper.

After three rings, the line clicked and someone picked up. "Potts speaking."

"We need a ride."

There was a pause, and then, "Rhodey! Thank God, we were worried sick. You're okay?" Another pause, followed by, "Would it be too much to ask you to lay low for another hour? Tony's about five minutes away from deciding Happy and I need suits to rescue you and Captain America."

Jan giggled, while Rhodes just shook his head. "Pep, it's cold down here and SHIELD's on high alert looking for us. I'll talk to him, okay?"

She huffed into the line. "Fine. When you do, I want my own set of colors. Something in blue, maybe. Tony's obsession with red and gold ends here. What do you need?"

"You think you could send down a couple of flying cars for a pick up? I've got a pack of heroes-turned-villain down here that need a lift."

Something like typing sounded, and then a beep. "The cars are sent out—you have the armor, right? That's the trace they're following. ETA five minutes."

"I've got it. Thanks, Pep."

"Anytime, Rhodey. I'll go let Tony know that you're safe." The line clicked. Call ended flashed over the screen.

Potts was as good as her word. In five minutes, two black sedans with fake drivers parked outside the alley. Discreet Stark Enterprises logos decorated the doors in slightly lighter shades of black. Steve, Luke, Jan and Spider-Man took one, while Storm, Rhodes, Thor and Bruce took the other. Splitting up like that went against Steve's instincts, but short of piling them all on top of each other like sardines, there wasn't much choice. Just fitting Steve, Luke and Thor into one vehicle would have been a tight squeeze.

Jan shrunk down and took a seat on the back of the dummy driver's shoulder as they took off. Buildings grew distant under them as the car gained altitude. "Are we sure Fury won't spot these things? They're kind of conspicuous."

"Tony wouldn't use them if they were a risk," Steve reassured her from the front passenger seat, but privately he wondered. Rhodes had been right on one account—Tony was a genius, but he didn't always do smart things. If he did, he never would have risked so much to flirt with Steve.

Ultimately, their worries proved unfounded. On two occasions, the cars passed close enough to SHIELD vehicles to read their license plates, but no one gave chase. They might as well have been invisible.

After only a short flight, the car slowed. Spider-Man bounced in his seat as a break in the clouds formed. It opened up into a hangar bay, as if someone had spliced the wrong image into a picture.

Iron Man waited on the edge of the ramp, in full armor. He stayed that way until the cars were parked. When Rhodes and Steve stepped out, he pulled off the helmet entirely.

"Always trying to outdo me, huh Rhodey? A whole team of Ultimates? Isn't that overkill?" Tony laughed. He stepped forward and pulled Rhodes into a tight hug that left Rhodes struggling for freedom.

"Tony—armor! You're in the armor!" Rhodes pounded on his shoulder until Tony released him. He sagged, gasping. "I'm not young enough for that anymore."

"You love it, admit it." Tony patted Rhodes' back as he looked at Steve. "Well, Nomad? What's the deal with your team here?"

"To start with, we're not Ultimates any more." The team gathered around Steve, providing silent support. "For another... Would you and War Machine like to join the Avengers?"

"I don't know." Tony's eyes gleamed wickedly as he stepped up, going toe to toe with Steve. In the armor, he was actually taller by a couple of inches. Steve had never noticed it before. "I'm used to flying solo. Are there any benefits to membership? Other than being the sole supplier of Thor's anime addiction?"

"I knew it!" Jan crowed, while Thor's eyes suddenly fixated on the car.

Blood rushed to Steve's cheeks, but he managed to say, "Maybe we can negotiate something? In private?"

Storm made a frustrated noise. "Please, can you two hurry? I would like to contact Professor Xavier and let him know that I am compromised."

"Yeah, Cap. You should never keep a lady waiting." Tony slid his arms around Steve's waist and pulled him into a kiss.

Being a villain wasn't going to be bad at all.