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cap_ironman_fe ([personal profile] cap_ironman_fe) wrote in [community profile] cap_ironman2010-12-25 09:51 am

Happy Holidays, [livejournal.com profile] brilligspoons, part three!

Title: Engaging the Enemy
Author: [livejournal.com profile] tsukinofaerii
Beta: [livejournal.com profile] penumbren
Rating: PG-13
Universe: Marvel Adventures AU
Warnings: None.
Prompt: AU in which villain!Tony pulls Steve's metaphorical pigtails to get his attention!
Summary: Iron Man is one of the more persistent villains that the Ultimates face, with a special fondness for one Captain America. As Steve starts to findout more and more about him, the lines between hero and villain begin to blur. Sometimes, you don't have to be on the right side of the law to be in the right.
Word Count: ~23,000
Part 1 Part 2 Part 3




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 did. 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.

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