"The information better be right," she muttered as she walked through the desolate streets, taking care not to be obviously out of place.

In the distance she could see the towering form of a Martian Ground Assault Vehicle, which the populace were colloquially referring to as Tripods, a formidable version of the Martian War Machines that had attacked the planet. The energy weapon seemed inert enough, but then again they could spring to life in a microsecond and eliminate any and all threats. The capability of the firepower at their reminded her of the way the sentinels had used to operate, but there while the sentinel program was inhuman in it's operation, the design of the Tripod was simply alien to them. She remembered the day that they had arrived on the planet, simply appearing as if from nowhere. The War Machines had struck first, with surgical strikes on the various headquarters of the superhuman populace crippling any response that might have been put together.

The heroes were in disarray and the Martians had then turned their attentions to the military forces, attacking and subduing the vast powers of the world, including the mighty SHIELD. She had been on board the Helicarrier when Fury had given the order to evacuate and she and the other survivors how had somehow slipped past the aliens had only been able to watch as one of the most advanced and best defended fortresses on the planet had dropped from the sky to become nothing more than a ruined mass of metal implanted on the surface of the planet. Fury had stayed behind to ensure the Helicarrier exploded, depriving the enemy of any potential gains, but it was obvious that the world's greatest soldier had not survived to see the last great war. By this time, the heroes had regrouped as best as they possibly could but it was not enough. The Martian masters seemed almost unstoppable, relentlessly coming after them and they had had no choice but to fall back and regroup, as the Tripods, which had been in support of the War Machines, began landing. Those who had not died fighting in the defence of the planet were captured, and those who were not captured - the few - were in secure and secret locations across the world.

The Avengers Bunker was the main focus of the war effort and though they were attacked on an almost daily basis, the resistance was not winning enough to disturb the Martian fleet. What would have once been a mighty threat was now a mere annoyance, but they were always looking for an advantage. Then there was the Genoshan encampment, where the remaining members of the X-Men were making a stand, no longer fighting intolerance of humanity, but the intolerance of an alien invasion fleet. It was only one country, and a small one at that, but it was well defended by the various mutants who lived there, and from there they were also able to protect their neighbours, such as Wakanda. There were bases in Asia, Australasia and Canada and they were all connected by the remnants of SHIELD, who used what resources they had to link the groups, and to find information for the resistance. The information that SHIELD now gathered was vital to the war effort. They got people about, kept tabs on the agents who were a work for the resistance and made sure that the covert operation skills that had served them so well before now worked for them again in a new manner. Simply put, the world had changed and they had all been forced to adapt to the changes, and she hoped that whatever was happening in Europe behind the barrier was keeping humanity's last hopes alive, for if they fell all that was left of the human race would be behind the barrier.

The barrier itself was a source of frustration and intrigue to the aliens. They had tested and probed it to see if they could get through, but whatever power had put it there was seemingly beyond the technological might of the Martians. It was true enough that the Resistance had managed to get a couple of people through the barrier using quite radical methods, but it had been done circumventing the barrier itself and so far the aliens had not made any headway in to the other realms and dimensions that would allow them to do that. At least not yet. There were a lot of people out there who were collaborating with the aliens, out of fear, out of lust for power, out of a need to use the aliens to settle old scores. It was bad enough dealing with the enemy, but they also had to be careful as to who they trusted in the wider world. Some people were as parasitic as the aliens that had come to claim the planet for their own, now that they had overcome the problems they had once had with the bacterial agents in the air that had thwarted them before.

Now they could easily go outside, or at the very least they could send patrols out with their own servitors, the Skorpsman, to maintain order, to crush any signs of rebellion and to ensure that the influence of the metahumans on the planet did not spread. Even now there were Martians about the small city, watching and on guard. The Skorpsmen were the ground warriors of the invasion, technologically enhanced for protection against the pathogens that would kill them. Their faces were similar in state to human, except for the dark void above the mouth that removed the need for eyes and mouth. The Skorpsman were effective fighters, with seemingly extrasensory powers at times. The Martian masters had never been truly seen, not by any alive who had returned to tell the tale. There was a single hand that had been obtained - three webbed fingers with sucker pods on their ends, pods that contained an alien venom that was lethal to the bare flesh of humans. No cure had been found for the venom, however it had been reproduced and was quite effective against the Skorpsmen, if it was infused with their blood. Simply touching their skin was not enough, not yet, but perhaps with modifications…

Skorpsman patrolled the area intermittently, and it reminded her that there was nowhere really safe in this place anymore, not even a little town such as Victoria Falls, just south of Niagara. Once the world had marvelled at the wonder of the natural water works, and now they worked in fear of the conquerors that guarded the passageways between the United States of America and their Canadian neighbours. Canada was slowly but surely being whittled away from free control as the invaders captured more of the land, however that was a task for another day. Her job was simple enough - find the missing hero who possibly held the key to the Resistance. It had taken them a lot of work to find him and the clues had led them, led her, to this place.

She paused a moment to see the ruins of what looked to have been a school and she wondered about the students that had been there, wondering what they had been doing when the aliens attacked. She could almost see the skeletons on the playing field, the stench of burnt flesh filling her nostrils and she gave an involuntary shudder at her imaginings. She had been a hero once, fighting the good fight, and she had seen many things, but every day was a new experience for her now. She would come across new acts of barbarism committed against humanity by their ruling masters. There were days she cursed Logan's rotting corpse for pulling her out of Madripoor and getting her in to SHIELD, but if she had stayed she knew that she would have died there. She had a chance to go on, something which Wolverine had never been given, and she hoped that her friend was finally at peace.

Jessica Drew looked down and she could see the two letter Ss were showing. They were almost a mirror of each other, mounted over the Roman numeral for three on top of the SHIELD logo. The third generation of SHIELD Super Soldiers, or what they would have been before the invasion. She pulled her overcoat close around her and hid the insignia beneath the folds. It wouldn't do to be caught sporting that, to be captured and sent to one of the Arena's aboard the Martian motherships. They knew they existed, but so far all attempts to infiltrate them had been thwarted. She shook her doubts off, for she had been aware of the risks when she had taken on the mission.

She had to find the target, the man named Jack Monroe.

---

"You're getting too old for this," Jack Monroe muttered to himself as he looked out of the window, the Tripod blighting the landscape.

He'd chosen this place for some peace and quiet. He'd been fighting the good fight long enough and during that time he had been used to kill, to fight and betray people. Granted he'd made mistakes, but they were his and nobody else's - he was tired of being a puppet for people and that was why he had gone in to retirement, leaving his costumed days behind him. Until the unthinkable happened, until the aliens came. He had heard the news of the death of Cap and it had stirred him out of his exile. The icon he had admired his whole life - even if they had not always agreed - was gone, and the various scions of his legacy were scattered. He didn't want to be Captain America, well maybe perhaps when he was a much younger man, he didn't really want to be Bucky. He'd gone by the guises of Nomad and the Scourge, but now he was going by the name 'Peter M Thwaite'. He had never really figured what the M had stood for, but it was as good an alias as he needed. As far as people were concerned he was just a normal man, who ran a simple repair business.

Except he wasn't just a normal man, he was one of the recipients of the super soldier serum, the chemical formula that had given Cap his powers, his strength and vitality. He was at the pinnacle of human perfection. He was fast, strong, agile, resilient and he'd undergone training with Cap himself so his fighting abilities were impressive. Technically gifted and a weapons expert, he was a one man fighting machine. He still had access to some of the various weapons and resources that the Commission for Super-Human Activities had given him when he had been under their control as the Scourge, and while he was unable to get to their equipment, seeing as the original location had been changed after the incident with the Thunderbolts, he had enough to get by.

He had been doing what he could, to help the people of Victoria Falls. They didn't know him as Nomad or any of his other identities, and he had a skill which the Martians felt was necessary so they allowed him to continue to service the people of the town, knowing all the time that they were in control. They occasionally committed an execution for some perceived infringement against them, just to show that they were in charge, and Monroe had helped some escape, across the border in to Canada, where they were left to their own devices, after being given a weapon or two from what remained of his arsenal, but he knew he was going to run out of them soon enough and the time was coming. If only he knew where the stuff was being kept, but it was beyond his reach. He imagined what he could do with it, but then pushed it aside as a forlorn hope. For now, he had the suit with it's holographic disguise functions, which he had altered to emit a wide band cloaking field and that allowed him to get people out of town. The Martians had no real idea - to them all humans looked the same and he used the suit to give the illusion that there were people about, but the aliens were going to get wise and he knew it all boiled down to one simple fact - he was running out of time.

However he had a contingency plan in place - he would use the suit and blow it up, taking the damn Tripod with him. He was fairly sure he could do it, and with a bit of luck he could take out as many Skorpsman as he could in the process, and he knew that it probably wouldn't make much difference, after all he was just one more man in a small town, and they were taking over the planet? What would the loss of one Tripod make in the great scheme of things, but he could always hope. Then his eyes narrowed as he saw someone he recognised, or at least he thought he did.

Wandering down the street was someone who bore more than a passing resemblance to Jessica Drew, the first woman to be called Spider-Woman. The CSA briefings had been quite through and he wondered what she could be doing in a town like Victoria Falls. Then he shook his head for thinking something like that. He knew that, at last they'd found him, whoever they were. He knew that there had to be some sort of resistance organisation, made up of the free men and women of the planet. She paused outside the shop, turned and looked him in the eye and he shivered despite himself. Yes, that was her. There had been a lot of rumours saying her powers were coming back, and he remembered that her ability to unnerve people was based on pheromones she released. He steeled himself and watched as she came in top the shop.

"Can I help you?" he said, and she looked at him.

"Jack Monroe?" she said, her voice quiet and low as she spoke but he could detect the faint hints of a British accent.

"No, my name is Peter Thwaite," he said. "You must have me confused with someone else."

She looked at him. "I see," she said, her voice uncertain. Obviously she recognised him, and he needed to let her know that it was her before they attracted undue attention. Strangers to town always did eventually.

"Perhaps you have seen me before, I have done some travelling," he said. "Before I settled here I was quite… Nomadic." She gave a slight trace of a smile and he knew she'd gotten the message, and she wandered around the store. As she passed him, she let her coat slip slightly and he could see the SHIELD crest with another insignia emblazoned on it. She was here as part of the resistance, he knew it and he could guess why she was here.

"Is everything you have?" she said turning back.

"Almost," he said. "However I have a very limited stock of handmade works."

"That sounds like what I might be interested in. Would you be interested in a trade?"

"Of?"

"Items." Could the resistance be in possession of the missing equipment, and if they were did they need him to get to it? It seemed likely. "Though you might have to travel to collect."

"Far?"

"You could say that," she said, as they continued their little game and her gaze was caught by a happening in the street. "Oh hell," she said as she saw a gathering of Skorpsman troops at the end of the street. "Please don't mean what I think you mean…" They started to move towards the shop and she shook her head as the gaze of the Tripod turned towards the shop as well. They meant business and she knew this was going to get bad. The first thing they would ask for would be her ID, and while she had forged documents she knew she didn't have anything capable of fooling a Tripod scanner. This wasn't going to go well and she knew it would take the SHIELD team a few moments to get the teleportation system online and get her and Monroe out of there, and a few moments was what they didn't have.

"I'm guessing our cover's blown," said Monroe, with a shake of his head and though she didn't answer, a slight nod of her head confirmed it. "Please tell me you've a contingency plan…" he said and she reached in to her pocket and pulled out a small device and pressed the button on top.

"I've sent out a signal," she said. "With luck we'll have enough time so they can get us out of here."

"Time?" he said. "What do you mean?"

"I mean we have to scramble the frequencies and reroute the teleportation systems we have so that the Martian's don't know where we are," she said. "Which takes time."

Monroe was sceptical. "Why not do it after you've teleported?"

"We do," said Jessica. "I'm not the only agent who uses it and we'll be on the list. Every teleportation request is an urgent one, but we only have the one system. Our resources are stretched mighty thin." Then she noticed the Skorpsmen were gone. "That can't be good," she said and she looked up at the Tripod, which had a faint glow around it. "Oh hell…" The energy weapon fired and the building was atomised by the powerful beam, sending bits of building everywhere, leaving nothing left but charred remains of what had been the store.

---

"Tell me you got them," he said as he stared in to the monitor and she checked, then shook her head. "There wasn't enough time. We've… their remains. They didn't live long."

He sighed and slammed his fist down on the desk hard. Losing Jessica was a bad blow, she'd been a valuable asset, but liosing the knowledge Monroe had was worse. The weapons and devices only he could get access to would have been invaluable to the war effort, and now it was locked away forever, sealed in an adamantium/vibranium chamber.

"We've got incoming," she suddenly shouted. "We weren't fast enough. They know we're here."

"Sound the alarms," he said. "Evacuate Valhalla base." The compound shook with the first blast of the warships lasers and he knew the chances of survival were slim.

"They just took out the teleporter," came the reply. "We're trapped…" The word hung ominously in the air as even the explosions seemed to fall silent, before they began again.

---

"No," said Kate Pryde-Rasputin as she watched on the Limbo monitors, as the massacre commenced, and the SHIELD outpost was destroyed, taking out the main lines of information as well as the links to the resistance cells across the world. Yes, they could still talk and communicate, but the capability was greatly diminished. That had been the defining moment in the war, the nexus point. Without SHIELD, without the resources Monroe had at his disposal, the enemy had a tactical advantage that the resistance could not overcome, and they would be crushed. Then, in turn, when the Barrier eventually fell, the Europeans would be overrun and the Pendragons and the other champions behind the barrier would be slaughtered. She had looked and checked it to that one singular point and Widget's systems confirmed it.

She was the governess of Limbo, and protector of the timelines, a shade without form or physical substance yet able to use the technology here thanks to the almost symbiotic link between her and Widget, who now formed a living computer interface to the timelines. While she could not openly alter things so that they changed, she could add a variable in to the game. That was within their power and it would alter the way things transpired, that was certain and not even the systems of Limbo could predict how. All they said was that if she followed the course then humanity's chances of survival went from 3.6% to 50.2%. It was a very thin margin for error and she knew that, but it was better odds. The barrier would prevent a paradox from occurring and she knew that the two men could exist in the same timeline without any problems while it stood. When it collapsed… well they'd deal with that then. Right now, she had a job for him, a man without a reality to call his own. Besides it would give him something to do while she tried to find a place where she could send him back to, one that matched what he had lost with relative closeness.

Time was slowly healing itself after everything that had happened, so they only a small window of opportunity, and even then they needed to prepare, to concoct a back story and ensure that he wouldn't be questioned too much. It was doable, and that was good enough for her. She called him.

"Come to the control room. I've got a job for you…"