Hello people. Sorry again for another long wait. It was finals week for me so I had a lot to study for. But now summer has begun and now here is the final part to Episode 2

Part 3

Inside the Factory

Illana shot lasers from her Corus armor while Jake blasted streams of fire from his dragon-form. The lasers and fires hit the oncoming Mutradi and we're able to cut most down; though a few leaped over and towards them only to be sent flying by a series of electric bolts shot from Octus. Ron jumped forward into a group of Mutradi soldiers and laid a series of punches and kicks to knock them all back. Rex used his smack-hands to punch away three armed Mutradi that we're aiming their guns at him.

As the group kept fighting, Rufus found himself on the sidelines on a box, and began to motion several punches and kicks as he watched his friends beat up the bad guys.

However, Rufus failed to notice two Mutradi sneaking up behind him. He saw the shadow and looked up in fear as they stared him down with saliva oozing from their mouths.

"Hands off the mole-rat!"

They both looked up to see Kim, as well as Zak both falling down and land their feet on the two Mutradi's faces, knocking them both down. Kim and Zak landed close to Rufus. She picked up the naked mole rat.

"Rufus, are you okay?" Kim asked, to which Rufus nodded and gave a thumbs up.

Jake and Ron found themselves back-to-back as at least six Mutradi surrounded them. Zak swung in with his claw and punched a Mutradi in the face, giving Jake and Ron the opening to jump forward and engage the distracted five soldiers.

Rex smacked a Mutradi with a back-hand from his Smack Hands and was about to punch another incoming Mutradi only to see Kim land in front of the Mutradi and give a cartwheel kick to the jaw, causing it to let go of it's gun, which Kim caught and shot it in the face.

Rex gave a slight whistle. "Nice moves."

"Thanks."

Illana and Octus both flew towards another group of Mutradi and fired lasers and electric bolts respectively towards the horde. A volley of missiles decimated the rest as Lance landed in his Manus armor.

"I'm just going to assume that stealth is no longer an option for us." Lance guessed in a deadpan tone.

"Yeah, pretty much." Illana replied.

Outside

Baron, Skulker, and two Mutradi soldiers looked towards the factory where all the commotion was being heard.

"It looks like we have company." Baron observed.

"In more ways than one." Skulker added as his head produced goggles which showed the thermal signatures of two spies in the area, which Skulker shot at with a missile, wrist causing Danny Phantom and Big Chill to both become visible and face the enemy.

"Well, well, well." Baron said. "If it isn't the mighty Avengers. Is that really what you call yourselves now?"

"Yeah, got a problem with that?" Big Chill replied.

"What do you say we skip the witty banter, and go right to the part where we kick your ass?" Danny proposed.

"If you say so." Baron stated as he activated his black Manus armor and he and Skulker flew forward.

Ben then transformed from Big Chill into Four-Arms and charged forward towards the two opponents alongside Danny.

Back in the factory

Rex formed his Smack-Cannon and opened fire onto a group of Mutradi and tore the wall on the far side of the factory, which subsequently allowed more Mutradi to pore in and some even crashed through the windows near the ceiling.

Rex, along with Lance, Illana, Jake, Octus, Ron, and Kim, with Rufus in her pants-pocket, all stood together in a circle, rapidly being surrounded by the incoming and growing Mutradi horde; Rex used his Smack-Cannon, Jake used his fire-breath, Lance opened fire with his gatling-cuffs, Illana shot her lasers, and Octus fired his electric bolts to keep the hordes at bay, but it just seemed to slow them down.

"I don't think we can keep this up for long." Kim said.

"I think you're right." Illana agreed. "We need to fall back."

"Retreat?!" Rex questioned.

"Tactical retreat." Zak replied.

"We can't just…" Lance tried.

"Dude, Lance! Come on!" Jake yelled, knowing that retreating was probably their best option.

Lance sighed, realizing they we're right. "Fine."

"But what about Danny and Ben?" Ron asked.

"Comns are jammed, remember?" Kim reminded.

"Octus, go get them!" Illana told him.

"I'm on it!" Octus zoomed through the horde at near super human speed and outside.

Danny flew away from Skulker who launched a volley of missiles from his shoulders, which Danny avoided by flying closer to the ground. When the last of the missals hit the ground, Danny turned around and took the offensive. He formed an ecto-energy ball and threw it towards Skulker, who mirrored his attack with an electric-ball from his hand, which formed an eclectic gun. The attacks collided, which resulted in a small explosion. Danny flew out of the smoke and laid a series of punches that knocked Skulker to the ground.

Skulker felt his jaw. "You're as strong as ever whelp." He complemented his 'prey'.

"What are you even doing here Skulker?!" Danny questioned. "How did you even get to this Earth."

"Skulker answers to no one!" The self-proclaimed hunter boasted. "Especially to prey." He lunged forward with a punch, which hit the ground as Danny flew upwards.

Four-Arms was punched in the face by Baron in his black Manus armor. He then shot his gatling cuffs, which Four-Arms rolled under to avoid. He got in close to Baron and punched him in the armored chest. He grabbed him around the waste and fell back almost like a wrestler. As Baron got up he was greeted with a punch from Four-Arms to knock him back.

Danny flew close to the side of Four-Arms as Skulker fell to Baron's side and the two foes got up, but before they could resume their fight, Octus zoomed forward and pushed them both away.

"Danny! Ben!" Octus shouted, getting both their attention. "We need to retreat, the others are almost cornered!"

Danny and Four-Arms exchanged looks of worry.

"Then lead the way Octus." Danny said. "Ben…"

"Yeah, let's go." Four-Arms then pressed the Omnitrix symbol on his chest and transformed into Jetray.

All three flew back towards the factory.

Back inside.

Rex, Lance, Illana, and Jake continued to shoot with their respective long-range attacks, covering Kim, Zak, and Ron as they we're opening the door to the secret entrance they came in.

"Guys, how's that door looking?" Jake questioned to the group behind.

"This thing seems locked." Ron stated as they tried to pry it open. Kim got the console.

"The factory must be on lock-down since we gave ourselves away." Kim assumed as she tried to use the codes to get the steel door open, which didn't seem to work so far.

"Well no rush or anything." Rex began sarcastically as he continued to shoot. "We're just holding off a small horde of killer aliens!"

"Do you ever stop talking?!" Lance angrily questioned.

"You got no room to say anything!" Rex yelled back.

"Guys! Is now really the time to argue?" Illana questioned.

The Mutradi up front we're about to come in closer, if it weren't for a series of lasers that plowed through the center ranks, tearing a line through their forces. Danny and Jetray fired a series of green lasers from their respective eyes to clear a path with Octus close behind.

Once they got to the group, Danny flew towards the door. "What's the hold up?"

"Door's locked." Ron replied.

"And we can't get the code." Kim added. "Maybe if I…"

"Move." Danny said as he walked forward and shoved his intangible hand into the code-cosole and grabbed the circuits, tearing them out and opening the door for them.

"That works to." Zak observed.

"Everyone! Inside! Now!" Danny ordered.

All the heroes ran inside the door and into the long tunnel that they previously came in, the Mutradi we're close behind and we're firing at them with their guns.

"You do know these guys are still after us, right?" Jetray told Danny.

"Everyone get behind me!" Danny ordered again as he turned around and all the other young heroes stopped a bit behind Danny. He shot an Ecto-beam towards the ceiling; creating a cave-in which buried many of the Mutradi inside the tunnel and sealed the entrance towards the factory.

It was pitch black for a few seconds, until Danny created a small ball of green ecto-energy to give the group a light source. Illana and Lance deactivated their armors, Ron's aura dissipated, Jake and Ben both assumed their respective human forms, and Rex withdrew his machines.

"We should be safe, for a while anyway." Octus said, earning especially a sigh of relief from Rufus.

"How…" Illana began "How could our first mission go so wrong?"

"I knew this team wouldn't last very long." Lance said.

"Oh, I'm sorry, are you on this team?" Rex questioned.

"Yeah, he's right. You ditched us twice tonight!" Ben added.

"As I said before, this team needs a leader." Lance reminded.

"Who does not go off on his own and leaves the rest of the team behind!" Kim argued.

"Seriously dude, even I know you gotta communicate." Ron said with Rufus nodding in agreement.

"I had expected..!" The angry Lance was about to yell, but was interrupted.

"That's enough!" Danny yelled, getting everyone's attention. "Fighting each other isn't gonna help anyone!" He turned to Lance. "Look, Lance. We know you're a soldier, you we're in the army on your planet, and we get that. But this isn't the army, it's a new team; and if it's going to work, everyone needs to be in sync, we need to communicate. This mission has gone wrong because we didn't do that, we didn't have a real plan. If we're serious about the Avengers being more than just a group of teenagers, then we need to start acting more like a unit."

Lance took this in and sighed. "You're right. I can't lead this team. And I wasn't exactly the best soldier back in the army, I was insubordinate. I'm no leader"

"But you we're right when you said that we need one." Danny told him, and the whole group looked towards Danny. "What?"

"I think I speak for everyone when I say we know who should lead this team." Illana began. "It's you Danny, you're the only one who can."

"Wha… me?"

"Dude, seriously." Rex said. "You've been the leader, even before we made this team official."

"Their right." Kim added. "You took charge during the whole Mutradi invasion, remember?"

"You came up with the plans, and you led the charge." Zak told him.

"Duh." Ron smacked himself with a smile. "It was obvious, how could I not see that." Rufus gave thumbs up to Danny as well.

"I have my experiences as a leader, so I know one when I see one." Ben said.

"Could have told ya." Jake also told Danny.

"In addition, you did help to rally all of us and pull us together when the Phantom Mutradi invaded the mansion a short time ago." Octus recalled.

Illana looked towards Lance, who could only nod. "Alright."

Danny looked around. "You guys really think it's me." They all nodded in response. "Alright. I'll lead, if you guys are willing to follow me. But I'm letting you know that I'm far from perfect."

"No one's perfect Danny." Kim told him. "But you're the best choice."

Danny then had officially taken the role as leader of the Avengers. "Okay then Avengers, we're gonna complete this mission. Our first priority is making sure that shipment does not leave this island. I think I have a plan."

"Finally, someone actually has one." Rex said.

Back outside.

Skulker opened the hood of the helicopter to find the entire engine was missing. "Well isn't that just dandy."

"There a problem with the engine?" Baron asked.

"Yeah, there isn't one."

Baron sighed as he rubbed his hand against his face. "This night couldn't get any worse."

The tunnel

The Avengers found themselves running back outside through the tunnel they came in and we're comparing notes of what they had learned so far.

"Okay, so these guys are making a new amalgam tech that combines Mutradi and Galalunian." Danny said.

"Still doesn't explain how they got Galalunian stuff in the first place." Kim stated.

"Maybe Baron gave it to them?" Jake guessed.

"But there are still a few things I don't get." Zak began. "Neither Baron nor the Mutradi have the means to combine the tech and make something useful out of it. This kind of thing takes some major nerdage."

"You're right, Baron's many things, but a scientist isn't one of them." Lance added.

"What about that Skulker-guy?" Ron asked.

"Skulker's a hunter." Danny replied. "He has a thing for tech, but nothing this advanced. No way he could have done it."

"We've got more questions than we do answers, I've got a feeling there's more to this then we know." Ben said.

"There is a phrase for this sort of situation." Octus said. "I believe it's called 'the tip of the iceberg.'"

The group had made it back outside. "But we still have to keep this technology out of the wrong hands." Illana reminded.

"Agreed." Danny said. "So everyone knows the plan." They all nodded. "Then let's do it."

Skulker and Baron we're outside the factory with all the Mutradi soldiers; at least three dozen. There we're multiple boxes of the hybrid-tech with even more in the factory.

"How are we going to get it off the island now?" Skulker questioned.

"I suppose we'll just have to…" Baron began, but was cut of by an explosion.

The explosion was a result of Jake's dragon form and Ben as Heatblast, combining their respective fires into a massive fireball, blowing many of the Mutradi away. Illana, Lance, and Octus also flew down from the sky, opening fire on the Mutradi as well; creating much chaos among the hostile aliens.

Amidst the chaos, Danny flew in and elbowed Skulker, sending him rolling across the ground. When Skulker stood back up he saw Danny motioning him to come forward.

"Round 2 Skulker?" Danny challenged.

Skulker flew forward, but didn't get to far as he was kicked by Rex in his Punk Busters who stood facing Skulker.

"But then again, that's not the plan." Rex said as he faced Skulker.

Baron looked surprised as he saw Kim and Ron facing Baron once again.

"Baron, didn't you learn your lesson last time?" Kim cracked, remembering how she, Ron, Jake, and Zak took him down during the Mutradi invasion.

"Oh, I learn alright." Baron said with a scowl as he activated his Black Manus armor again and flew forward with a fist, which punched the ground as Ron and Kim jumped backwards.

During this Zak found himself in the sabotaged helicopter. He was in the cargo-hold where he felt around the side of the wall. He got to a panel, which he pried open. He looked down and found the fuel line. Zak gave a mischievous smile.

Jake and Heatblast both threw large and long streams of fire which formed a massive ring of fire along the ground, which surrounded half the entire Mutradi horde. Once they we're surrounded by fire; Lance, Illana, and Octus all flew high above the ring of fire and shot their respective weapons. Lasers, missiles, and energy bolts all flew down, resulting in a large explosion that killed most of the Mutradi.

Rex kicked Skulker with his Punk-Busters. Skulker recovered while airborne and activated his jetpack. Rex formed his own Boogie-pack and flew after Skulker who shot a series of missiles at him from his wrist, which Rex flew under to avoid. He formed his blaster-caster whip in his right hand and wrapped up Skulker, pulling him close.

"Nice armor." Rex complemented. "But you're not the only one with a thing for machines." He placed his hand on Skulker's armor and a blue-grid-pattern spread from Rex's hand to all over Skulker's armor as his nanites got to work.

"What… what are you doing?!" Skulker questioned.

"Nothing. Just shutting down all your armor's systems." Rex said nonchalantly as Skulker found him completely immobile. "Have a nice fall." Rex let him go, sending Skulker screaming as he fell to the ground.

Baron had both Kim and Ron in his grip as he pinned them both to the trees. "What will you do know? You thought you can take me?"

"Who said that was the plan?" Ron questioned with a knowing smile.

"What?" Baron questioned as Danny flew in from behind, turning intangible and phasing into the armor, pulling Baron himself out and throwing him aside. The empty Manus armor fell to the ground as Danny helped Kim and Ron up.

"Nice way to distract him." Danny complemented.

"Lance was right, the guy does have a big ego." Kim said.

"Danny!" Zak called from the helicopter. "It's ready! The fuel is leaking!"

"Perfect." Danny replied. He activated his comns. "All Avengers! Clear the area! Move!"

Heatblast flew alongside Jake as Illana and Lance flew with them. Rex came by and picked up Zak while Octus did the same for Kim and Ron and they flew at least a hundred meters away from the area.

Danny punched the shoulder of the empty Manus armor, exposing the electrical circuits. He picked up the large armor and flew towards the empty helicopter that was currently leaking fuel. He shoved the armor into the cargo bay, it only fit halfway but it was good enough. Danny then picked up the helicopter, with the shoved armor inside. He flew straight up and once he was over a hundred feet in the air he threw it towards the factory building. Once it hit, it created a massive explosion that completely annihilated the factory, all the remaining Mutradi survivors, and all the hybrid-tech.

Baron had taken cover behind a tree but was still blown away by the shockwave. He looked up in shock to see the destruction. "Are you…. KIDDING ME?!"

"I could have told you this would happen."

Baron looked to Skulker who was stuck in a pile of broken trees, his armor was still immobile and was now in bad shape from the explosion.

"You won't say a word of this to anyone." Baron warned.

"No, but since you we're the one in charge, you'll have to explain it to them." Skulker said with a smirk.

Baron scowled before walking towards Skulker and putting a hand on his armor. Baron pressed a button on his watch and the two both teleported away.

All the Avengers touched down and saw the fire of the destroyed factory.

"That was some awesome fireworks!" Jake complemented.

Everyone soon high-fived each other and fist-bump, save for Lance. Though Lance smiled when he looked to the group.

"We picked the right man to lead."

The next day, Avengers Mansion, Assembly hall.

Solomon was present in the hall and was told by the Avengers of their latest mission.

"Well, that was more collateral damage than I had expected, no doubt General Steel won't be happy about his factory being blown sky high." He turned to the kids. "But until then, good work."

The Avengers we're somewhat surprised to hear him say that.

"No plan survives first contact with the enemy; but it's how you choose to react to the unexpected that determines success; and who you choose to lead, determines character." Solomon said.

The Avengers all looked to their official leader with smiles, while Danny could only smile back.

Unknown location

Baron stood in a completely white room. He got on his knees as seven screens formed around him; each screen bore a black silloutes of someone who was unidentifiable to the naked eye.

"Report."

"Sirs." Baron began. "The factory was completely destroyed, along with all the hybrid technology, thus any information on how to build more. The only survivors we're Skulker and myself."

"Understood, you may leave now."

Baron stood up and nodded before walking out of the room, leaving only the screens and the silloutes in them.

"Now do you understand why are society is so important?"

"I will admit that these Avengers have indeed proven to be strong adversaries."

"Yes, separate they are each formidable, but together, they may very well be the greatest adversary that either of us have ever seen before."

"Which is why we have all formed our society, so that we can better face them."

"Soon, we will have resources that will put that pitiable hybrid-technology to shame."

"Indeed, our secret war against the Avengers has only just begun, and they don't even know it."

The End.

This is the end of Episode 2 of my Avengers series. Thank you for your patience. Yes, in this series you will elements of "Young Justice" as well as "Avengers: Earth's Mightiest Heroes", "Avengers Assemble", "Justice League Unlimited", and many others.

What's in store next for our heroes? Find out with Episode 3, coming soon.