The glass broke easily enough under the weight of the trash can. They flinched for a second, waiting for the alarm to go off, but quickly remembered that the power was no longer on. Emboldened, the four men climbed rapidly into the store front and began to ransack the place.

"Forget the money," the leader said. He was a large man, balding and sporting an unkept beard, "It ain't worth crap, anymore. Grab the generators and the tools. Lenny, see if there are any guns in the sporting goods section."

"Sure thing, Brian."

Brian turned towards the other two men, "Sal, get the foodstuffs. And not just junk food. Rob, grab the jewelry and watches. We can probably barter them. And hurry it up. There are still some cops trying to do their job."

Brian turned toward a large case, brought up his glove covered fist and shattered the glass that protected its contents. He cleared away the broken shards and began to take out cartons of cigarettes. He was just about done stuffing them into his coat, when someone tapped him on the shoulder.

"That's really bad for your health."

Brian turned, "What the hell?"

A woman was in front of him. She was about five and a half feet tall, with long, flowing reddish hair and an athletic, graceful body. She was dressed in a skin tight body suit; the main portion black, with the limbs of the costume white. She was partially masked, although her lower face was uncovered and revealed her to be Caucasian. The center of her body was covered by a stylized white spider, whose legs extended out of sight around her torso. But the stranger's unusual garb was not what riveted Brian.

The woman was upside down.

He slowly looked upward and saw that her feet were attached to the ceiling of the store, just as simply as his were resting on the floor.

"That's impossible!"

"Oh, please," the woman said, grabbing him with one hand and effortless lifting him off the floor, "With all that we've seen in the past few days, a little wall-crawling strikes you as impossible?"

"Let me go! Let me go, you freak!"

The woman sighed, backhanded the struggling man with her other hand, and dropped the stunned thief. Brian slumped to the floor in a heap, knocking into the display case. Cartons of Marlboros and Camels went everywhere.

"What was that?" Someone shouted from the rear of the store.

The woman bent back towards the ceiling and made her way on all fours towards the sound of the voice. When she reached a convenient aisle, her brow furrowed in concentration, and a strange, wispy substance began to form at the end of the aisle, crossing and interconnecting until a maze of thin strands blocked egress toward the front of the store.

Seconds late Sal and Rob blundered right into the trap.

"Hey!"

"What the--"

Something grabbed both their heads and smashed them together hard enough to knock them both silly. The two men hung suspended in the aisle like flies stuck in a web. For that was exactly what it was. The woman stopped concentrating and the psionic webbing disappeared, allowing both men to collapse to the floor.

She dropped lithely next to them, and crouched to see if they were all right. She was getting a handle on her strength, but was still relatively inexperienced. She certainly didn't want to kill anyone.

A shotgun blast nearly took off her head.

"Nice trick, bitch. Time to die."

Lenny cocked the rifle and fired again, but the woman was gone.

"Where did she. . .?" He fumbled to reload.

Something monstrously strong reached out from behind him, grabbed the shotgun, and bent it in half. Lenny's eyes widened as he spun around, reaching for the pistol in his belt. A swift kick to the gut nearly sent his insides out his back, as the force of the blow tossed him out of the aisle and onto a checkout counter. As he lay there, arms and legs dangling towards the floor, gasping for breath, he heard the woman approaching.

"You tried to kill me," the woman said softly, as if she couldn't believe it.

Lenny groaned as she roughly pulled him up to within inches of her face.

"You scum," she spat through clenched teeth, "You son of a bitch! Do you have any idea what you almost did?" She shook him like a rag doll.

"Do you?" she demanded.

"Please, lady!" the man gasped, as he began to vomit.

She pushed him away from her in disgust. He collapsed back onto the counter, losing his meal and groaning quietly. The woman watched him a few seconds, trying to calm herself down. If she was going to do this type of thing for real, she had to be ready to deal with the risks, both to herself and her daughter. Should her sense of responsibility to use her abilities for the greater good outweigh her own responsibility to her child? Was stopping some looters worth the risk that her beloved Rachel would grow up motherless?

"Freeze!"

The woman in the black costume turned to see a single police officer pointing a gun at her. The cop couldn't have been much over 20, and the revolver was visibly shaking.

"Step into the light!" the young man's voice ordered.

"Relax," the woman said, moving forward carefully, hands in view.

"Oh!" the officer said, once he saw who it was, "It's you!"

"Mind lowering the gun now?"

"What? Oh, sure," the man flushed and holstered the weapon, "Sorry about that, Spider-woman. But you know what it's been like around here."

"I certainly do. There are four looters here for you. Any room left in the cells?" Spider-woman effortlessly dragged the other two criminals to the front of the store, while the officer handcuffed Lenny, pulled him unsteadily to his feet, and followed her.

"Not much. I wish the Avengers would come here and help out. We sure could use it. Every day it's getting worse." He stopped next to her, looking out at the street, "You've been a great help, though. All of the guys want to thank you for what you've been doing."

"I appreciate it, but most of the credit goes to your force, officer. . ." she looked quickly at the man's uniform, ". . . Radder."

Radder stepped outside to his police car. It was the only vehicle on the street in this particular section of the transplanted city. Spider-woman easily carried all four of the looters out to the car, while the officer unlocked it.

"What I don't understand, Spider-woman, is why you didn't want us to tell that Captain Marvel lady about you. I mean, if there really is a war going on, they could probably use your help."

Spider-woman helped Radder load the men in the back of the car. She thought again of Rachel, billions miles away, thankfully visiting her ex-husband in Boulder instead of trapped here.

"I have my reasons, Officer," she said coolly.

Just as they finished loading the men, a loud rumbling approached from the sky overhead. Suddenly a ship rocketed into view, passed them, and began to slow as it approached the center of the city section.

"What was that?" Radder asked, watching the ship lower to the ground and disappear behind the buildings.

"Trouble," Spider-woman leap to the wall and began to climb, "Better radio the station, while I check it out."

"Hey, be careful!" The officer shouted behind her.

Rachel's smiling face bubbled up from her memories.

You better believe it.

---

By the time the young woman reached the park area where she had determined the futuristic vehicle had landed, her worst fears had already been confirmed. Several nearby buildings were damaged, including the precinct headquarters of this quasi-city's beleaguered police force. Most of the destruction seemed to have been caused by a giant man in a brown uniform. Even now, he was finishing crushing two patrol vehicles between his massive hands, a look of malevolent glee on his partially masked face.

Obviously, these aren't the good guys.

As she carefully crept closer, she noticed to her surprise that there was little screaming or panic. In fact, quite of few of the civilians were simply standing there, as if in some kind of trance. As she watched, crouching behind a chimney, twenty of the citizens of this abducted section of Denver moved smoothly into a square of humanity four rows by five. It was as if they were all puppets performing formations.

Mind Control?

She knew there were beings back on Earth with such powers, but she wasn't aware any of them had been kidnapped into this conflict. Of course, her daughter knew more about the various mutants and marvels than she did. Until her . . . metamorphosis . . . she had paid about as much attention to them as she did to the rosters of the NFL teams.

This is a crappy time for on the job training.

She noticed that there were five of them upon further inspection. The giant, an athletic man covered with various weapons, a blond woman with really bad taste in lingerie, an armored man(?) in purple and blue, and a walking, humanoid reptile. The last she recognized as the Lizard. She thought he was normally a scientist of some kind, occasionally trapped in this bestial form, similar to the more famous incredible Hulk.

One of them had to be a mind controller. That would be the one she should take out first. But she had to be careful. She was badly outnumbered and literally had no idea who she was up against. So far, no one had been killed, but that could have been mere luck. She'd picked her time carefully, unless she was forced to attack.

Her lithe, black form glided easily into the darkness of the alley as Spider-woman left the roof.

---

Kang was the master of all he surveyed, and it nauseated him. The master of time reduced to a mere mission leader? And what paltry resistance! It had taken his underlings (he refused to consider them teammates) less than 10 minutes to subdue the police force, the only potential local "threat" to this operation.

His armor's sensors still detected no sign of the heroes. No matter, they would appear soon enough and he'd finally have a challenge. Would it be too much to hope that Captain America himself would arrive?

"Kang!"

"What is it, lackey?" he said, annoyed to have his thoughts disturbed.

"Don't get all high and mighty with me, Kang," Taskmaster responded, "I've had more successful run-ins with the Avengers than you have, so you don't impress me. However--" he added quickly as Kang locked gazes with him, "that's not the point. Here's the ranking officer you requested."

Taskmaster shoved a bloody man in front of the Warlord of the Future, "He was a bit frisky so I had to educate him."

Kang's sensors analyzed the police officer. Taskmaster's lesson had included three broken ribs, a broken nose, and a possible concussion. The fact that the man was still standing bought him a touch of Kang's respect.

"Captain," the warlord stated, noticing the man's rank, "I am Kang the Conquerer. This city is hereby under the control of my forces. You will broadcast to your citizens to surrender immediately and converge upon this park."

"Or what?" the captain replied, only partially able to mask his fear.

"We will hunt down and execute each and every one of them."

The captain's eyes widened, "You wouldn't!"

Fierce, emotionless eyes locked with the police officer. "Please test my resolve, Officer. I could use the entertainment."

The captain was silent.

Kang began to become annoyed. Silence was not capitulation, and therefore a sign of resistance. Very well. The hard way, then.

Kang reached out to grab the captain, but he was no longer there.

"What?"

"Everybody run! I'll keep them busy!"

Twenty feet to his left, releasing the captain she had swept up when she had leaped between himself and Taskmaster, a black and white clad woman with long auburn hair stood to confront them.

"Nobody's dying on my watch, monster."

"Fool," Kang replied, "You won't even be able to save yourself."

---

I just hope we can get there in time.

Although the thought of being too late was almost ridiculous to a being capable of traveling at the speed of light, it was a reality in this situation. Less than five minutes ago, Cap had informed his teammates of Doom's ultimatum. Two minutes ago, he had ordered her to scope out the Denver sector while he gathered a team to accompany her with Abomination to the site. Most of that time had been spent changing into her costume. The actual trip to the city was over in a fraction of the second. In her excitement, she actually overshot the site.

Microseconds later, she was on the scene.

Captain Marvel's worst fears were unrealized. There was no pile of bodies and blocks of destruction. In fact, the damage seemed to be contained to a few buildings. No one appeared to have died yet. The enemy appeared to be Kang, Goliath, Lizard, Taskmaster, and . . . White Queen. Cap's mandatory studies of the enemy were coming in handy. Time to update her team.

About a second later she was in front of her leader.

The Living Legend listened to her report.

"Okay. I've sent Hulk, Spider-man, Black Cat, Torch, and Beast out on a transport. They should arrive in less than ten minutes. Go ahead of them and stay on top of the situation. Beast is in charge."

"Are we going to give in to their demands?"

"We are going to preserve life. Hank will handle the negotiations."

"Yes, sir."

Another half second returned her to Denver and an entirely different situation. Now a full pitched battle raged in front of the police station between the villains and a single woman. Monica had never seen her before, but she was clearly in the "business" with a dynamic costume and abilities to match.

Currently, the mystery woman was completing a spectacular leap over an attacking Lizard and between the legs of Goliath. Before the ionically powered colossus could bend down to grab her, a strange translucent substance materialized around his legs and toppled him.

She certainly has some nice moves, Monica admitted, but she had to wonder how long the stranger could hold out against five bad guys.

It turned out to be only a few seconds longer, as the woman suddenly collapsed, holding her head. From her vantage point, Monica quickly realized the woman was the victim of a mental attack from the White Queen. As the Taskmaster closed on the helpless woman, the Avenger quickly made up her mind to enter the fray.

A relatively weak blast shocked the female mutant, releasing her telepathic hold on the stranger. Monica didn't want to risk a stronger attack since she believed the White Queen's physical abilities were strictly human. She wasn't quite as gentle with the Taskmaster.

"What the hell?" her opponent exclaimed, barely deflecting her energy beam with a move obviously stolen from Captain America at some point in the past, "Kang! I think we have company!"

"I am well aware of that fact," the Master of Time replied, and then his voice boomed through the amplifiers of his armor, "Captain Marvel! Cease and desist! Or I will be forced to exterminate each and every one of these pathetic beings you hold so dear!"

Monica paused. She didn't doubt Kang and his allies would be capable of such an act, but it was possible she could stop them all in time. Unfortunately, the White Queen must have been tougher than she thought, for although the strange woman was free of her manipulation, the nearby civilians still seemed to be under some kind of thrall.

She weighed her options and came to the unhappy conclusion that she couldn't risk their lives alone. If any of them were killed because she jumped the gun, she would never forgive herself. Perhaps Cap could have thought of another way, but she was still relatively new to the business.

"Okay, Kang, you win. Don't harm them."

She allowed herself to manifest visually in holographic form. She would look normal to them, but any physical attacks upon her would pass right through her harmlessly. Telepathic attacks were another story.

"Kang!" White Queen demanded, "Allow me to lobotomize this witch!"

"Silence, woman," Kang's mask could not conceal his annoyance, "Captain, surely you are not the one sent to negotiate?"

Monica decided to stall for time, noticing that her strange ally was watching the exchange guardedly, but not interrupting, "Sorry to disappoint you, Kang."

"Bah! You are as transparent as your holographic form at the moment. Captain America would not send a novice such as yourself. You have been an Avenger for less than three months."

Monica was taken aback, "How could you know that?"

"My dear, I have detailed records on the entire history of your pathetic team. I know more about you than you do yourself."

This wasn't going well at all. The villains had recovered by now and were standing in a half circle in front of the two women. Off to the side, the civilians stood as still as statues, completely at the mercy of the White Queen. Monica felt the situation rapidly slipping out of her control.

"Resume human form," Kang commanded, "Immediately."

"Don't do it," the stranger said, "He's going to kill them all regardless of what you do."

The next few seconds seemed like an eternity, until a sudden rumbling heralded the approach of another aircraft. Monica released the breath she had been unconsciously holding.

"Time for the real negotiations to begin, Kang."

She only hoped the Beast was up to the task.