Captain America returned to the facility, determined to rescue Wolverine but realistically realizing that he had his work cut out for him. He'd been informed that Hank had overextenuated himself trying to protect the mansion and now Spiderman wasn't available because of a serious distraction.

Cap and the Wasp would be severely strained to accomplish a rescue mission against the Sentinels but Cap had done more with less in the past so he wasa confidant that he'd find a way.

Another reason that the S.H.I.E.L.D. helicarriers headed inland was that the helicarriers were running dangerously low on fuel and due to an unexpected increase in agents. All the Shield troopers, snipers and mandroids had turned up, nearly bringing Shield up to full force but threatening to deplete the food supplies.

The helicarriers approached inland and Gabe dispatched one Helicarrier to investigate an unknown city that seemed to rival New York or Boston in it's size. the rest of the helicarriers moved on to Manhattan island.

Eventually, Gabe recieved a radio message from the dispatched hellicarrier announcing that another unfamiliar coastal city seemed to spring up only thirty miles South of the first city and requested instructions.

Gabe told them to just investigate the first city and wait for backup before moving on to the new city.

When they finally approached the area of Manhattan Island they were astonished by what they saw. Nothing there except the Daily Bugle building, Avengers Mansion, a small brownstone and in the distance a single mansion in Westchester that their records indicated was where Xavier mansion was supposed to be.

Oddly, there was a T shaped building constructed on the East river. No one recognized that.

As they approached, they were hailed by an excited Jarvis from Avengers mansion. Suspicious, the Shield agents directed the helicarriers in the vicinity of the mansion and were heartened by the sight of Captain America, the Wasp and Jarvis as they streamed out of the building to hail the agents.

Gabe selected three agents, including Tia Senyaka to accompany him in a flivver to meet them.

After Darkseid had spent a session of discussion with Nightmare, he immediately contacted Bane with a communication device created on Apokolips.

"Bane! Abandon that rabble that you assembled and proceed to these coordinates as quickly as possible. " Darkseid the recited the coordinates he wanted Bane to go to, then he instructed him to immediately take charge of the Intergang troops assembled there.

Bane asked how he would be accepted by the Intergang members and Darkseid told him that he was confident Bane was good enough that he could swiftly take charge by asserting himself properly. He gave Bane some code words to recite and if any Intergang members resisted after hearing them Bane was to kill them to assert his dominance. Darkseid then directed Bane to an Apocolptian vehicle secreted in the city that Bane could use to reach the Intergang agents.

Darkseid then took a Boom Tube trip to Korugar to have a discussion with Sinestro.

The Enchantress studied her conquest. Through questioning, she learned that this foolish male whom she had enthralled was a superhero who could shape change to various animals known as Beast Boy. Amora already began thinking of him as her little pet and ordered him to take the shape of an ocelot.

Garth readily complied as he was completely smitten with this statuesque blonde. He was ready to do anything for her. She attached a collar and leash to Garth and began leading him around in his ocelot guise as she inspected Titan's tower.

The Huntress and the Checkmate agent studied each other warily. Helena spoke first. "I know what you are. There's no reason for us to fight. we're on the same side and have no interest in interfering with your organisation. I simply wish to find Batman and give him my aid in protecting this city and warn him that one of the Clayfaces is at large. Besides if you fought me you would only get hurt and that wouldn't help anybody."

The agent burned at the jibe but ignored it and said "I know who you are too and we know full well that Batman usually doesn't want --- or need your help." he said it with a slight sneer.

Helena stiffened at that but said, "Whether he wants it or not, he's going to need it if he's being forced to turn to Bane to protect this city. It's only a matter of time before Bane turns on him. Just look at what Bane's army of thugs have been doing. It's like the wild West in Gotham with those thugs throwing their weight around."

The Checkmate agent hadn't known about Bane and decided to stop baiting the Huntress. " I'm on my way to the mayor's office to offer the services of Checkmate since law enforcement is absent and the city needs reliable protection.

The Huntress said that she'd go with the agent since she had no idea how to contact Batman and she understood the underlying urgency of the agents mission. The agent hopped on the back of the Huntress' bike and they sped off.

As they approached city hall to odd things happened. A large copterlike vehicle suddenly loomed over the city and Commissioner Gordon(?) flew in along with what seemed to be two college students (the male seeming extremely jocklike) on a flying carpet!

Commissioner Gordon hopped off the carpet and began eyeing the vehoicle with a look of concern. Suddenly another female in some kind of yellow insect costume appeared and said, "Don't worry! That's a S.H.I.E.L.D. helicarrier! they're the good guys."

Gordon looked at the Huntress and the Checkmate agent and thought, "Could this world be any more chaotic?"

Batman was returning from his confrontation with Bane when he became aware of the approching leviathan that he determined was a huge helicarrier. "Now what" he thought as he manuevered the Batmobile through the city streets.

He watched the approach of the helicarrier and finally pulled up near the city hall building. He was a little astonished to see his old friend Jim Gordon hop off a flying carpet but he was heartened as he keenly felt the absence of Alfred who's disappearance, he had yet to get to the bottom of.

He jumped out of the Batmobile and hurried to the small (and odd) group that milled around there consisting of Gordon, the Huntress, a Checkmate agent two college kids and some girl in a garish costume like a yellowjacket maybe?

As he approached nearly everyone of them started talking. After the usual bit of chaos order was restored and Batman was able to get truncated versions of everyone's story including the odd girl who was indeed called Yellowjacket and apparently could fly and shrink to the size of a -- well a yellowjacket wasp.

After Batman found out that the two college kids were actually Hawk and Dove he ordered them both to take Yellowjacket with them and fly that carpet to Happy harbor in order to relieve the Flash and Aquaman from having to protect the building.

He ordered the Checkmate agent to deploy the other agents around the city immediately and shut down any of Bane's thugs that disagreed.

A flivver landed from the helicarrier and two Shield agents strode out to speak with them. At the same moment the mayor timidly crept out of the city hall building. Without police protection, he'd been holed up in his office practically ever since he'd appeared in this ersatz Gotham City.

Batman wasn't sure about these"Shield" agents but he knew he needed support to free himself, the Flash and Aquaman to deal with heavier issues such as Darkseid and Sinestro. Checkmate and these newbies might be just what he needed.

Spiderman was stunned. He was happy to see his mentor Robbie but how was it possible for Gwen to be here? She died! Killed at the hands of Norman Osborn! Yet here she was, along with Robbie as if none of that had ever happened!

Robbie said, "Spiderman! Thank God! We've been lost in here with no idea where we are. Please help us!"

Spiderman shook himself out of his shock and looked at Robertson. "Yes, yes of course just follow me please and began guiding the two figures back through the mazelike facility to where everybodyelse was. As they wended their way Gwen spotted a rest room and begged to be allowed to use it.

As the two men waited, Spiderman heard Robbie say, "Peter!" Startled Spidey looked before checking himself. Robbie said, "Peter, don't play games. I've known that you were Spiderman for several years and it's time that you knew that I know."

Spiderman thought " What the heck? First Aunt May and now Robbie? Is everybody putting two and two together and figuring out my secret?"

Peter, I have to tell you something. This is very important. This is not the Gwen Stacy you knew. She has a very important tale to tell you and when she comes out, I'm going to use this restroom so she can tell you it herself."

Wanda, Rahne and Hercules wondered about their companions and were waiting for Rita to return with the magic carpet. To their surprise the carpet returned with Hank and Dawn as well. Rita quickly explained that they were on their way to some village called Happy Harbor that had civilians needing protection and that they'd been dispatched by some guy called the Batman who had the same air of authority as Captain America.

Since Wanda and Rahne still had Swamp Thing to provide muscle, Hercules volunteered to join Rita, Hank and Dawn to guard the village. Hercules thought that anyplace called Happy Harbor sounded like a fun place to be.

Grimble Grumble and the Halfling were confused because they'd never heard of any place called Happy Harbor or Gotham City for that matter. They shrugged and went along for the ride though the Hairfoot was privately dismayed that a powerful ally such as Hercules might not be available to rescue his comrades.

The Vision and Firelord returned to Earth finally and disembarked from the Skrull ship in a shuttle in order to accomodate the Vision since Firelord had no need to use one. No sooner did they leave the ship then it shot off presumably back to the Skrullworld.

The Vision assumed the Skrull LMDs were programmed to fly it back as soon as they were free to overide the Vision's counter programming.

They landed back in the field where they had each first appeared on the Earth when they had both been bizarrely kidnapped from their standard routine.

After the Vision thanked Firelord for his assistance, Firelord flew back off into space.

The Vision decided to fly to the top of the mountain and get his bearings on this odd variation of the Earth he knew.

The Flash had successfully frightened off the potential invaders to Happy Harbor but Aquaman still hadn't woken up to free him to return to see to the safety of Central City like he needed to. He took time out to flit back and forth at super speed but he would like to be able to relax a bit with Iris and take some time to better explore this world.

After an interminable amount of time he received a terse message from Batman saying relief was on the way.

An hour later, a flying carpet appeared carrying two college students and a big lug straight out of a Steve Reeves movie.

Barry blinked. This is the help Batman promised? The two college students and the bodybuilder hopped off. The muscleman brandished a very fornidable looking mace but the Flash couldn't figure out who he could possibly be. And how could two college kids be of any help?

Suddenly, just as he caught sight of a yellowjacket flitting around the head of the female student and was about to send it flying with a gust of superspeed generated air when a woman appeared dressed as a yellowjacket wasp.

Confused, Barry asked what was going on.

The college students introduced themselves and explained who they were. Barry was familiar with the original Hawk and Dove and was confused about this new female Dove. Since there was no immediate danger nearby, they could not manifest there heroic identities to prove it.

To test them, Barry searched a nearby forest and dragged back a troll he found knowing he could deal with the threat if they couldn't.

Immediately the two morphed into their Hawk and Dove identities but before they could deal with the threat the big lug that arrived with them shouted "Recieve the gift of Hercules" and the troll was sent airborne from a powerful blow into the stratosphere.

The Flash saw that between the brute and Hawk and Dove that Happy Harbor was in good hands and hurried back to see to Central City's safety.

Gabe Jones was extremely heartened to find Captain America was here. He'd had many adventures with the man during World War II and could think of no one he respected more. If Nick Fury couldn't be here, Captain America was certainly an excellent substitute.

After Cap learned of the dire situation of the helicarriers, he directed them to the nearby mountain which housed the facility and the convenient section that would allow the helicarriers to refuel. Cap hadn't been sure of their purpose until he saw the helicarriers, then he realised that ther facility was ready made for a force like Shield.

Suddenly Cap felt a little better about his chances to rescue Wolverine.

Gabe Jones wasted no time releasing Shield agents into the facility. Most of them were way overdue for R&R and it was a relief to ease the overcrowding on the helicarriers. Gabe initiated a rotating schedule that would allow each agent to get some time off the helicarriers in order to ease morale.

Darkseid arrived on Korugar. He encountered an exceedingly surly Sinestro.

"What do you want? I'm busy!" snapped Sinestro.

"Have a care how you address me Sinestro. Your power isn't as limitless as you think. I have some interesting news."

After Darkseid filled Sinestro on all the new developments that Nightmare had shared with him, he said, "After you get your affairs in order, I want you to investigate these Skrulls and find a way to win them to our side."

I also want you to find this Firelord and convince him that he should ally with us, and if that fails, I need you to destroy him. I sense the power he represents and it seems oddly familiar to me and I cannot tolerate it to exist. I must either master it or eliminate it. Do not fail me."

Batman listened to the Shield agents story and decided he didn't like what he heard. He had the Checkmate Agents now and didn't want to deal with two agencies, one of which, wasn't even from his universe. He instinctively didn't trust this "other" universe. He ordered the Shield agents to leave. Gordon didn't qute agree, but he trusted Batman and cajoled the mayor into ordering the Shield agents out.

Before they left, Batman gave them the coordinates for Central City and Happy Harbor and told thnem they would be welcome there.

Gordon wondered why Batman was comfortable with them at Happy Harbor and Central City but not at Gotham but decided this was not the time to pursue it.

Rachel Van Helsing crouched in the forest and considered her options. She wasn't a vampire anymore but she could sense them. She knew that the nearby city seethed with them.

She could become the greatest vampire hunter ever thanks to her new found powers. But she'd need support. She decided to go into the nearby city and set up shop.

Paibok was grateful for his escape. He wasn't at all interested in impersonating an Aim agent. He needed to figure out what happened and return to his own kind.

After he fled into the lake he morphed into a trout and was at the other end of the lake in no time though an extremely ambitious gar tried to eat him.

He slipped off into the city; Midway wasn't it?

Paibok; the greatest Skrull of all time, sought refuge in a human city. It was awfully humiliating.