All characters appearing in Thunderbolts and other Marvel titles are copyrighted to Marvel Entertainment and Stan Lee, and are owned by the Walt Disney Corporation. All real persons mentioned in this story belong to themselves. No infringement of these copyrights or offense to the people mentioned is intended, and is not authorized by the copyright holder or persons. All original characters are the property of TVfan.

Note: This story takes place in my version of the Marvel Universe. The prologue covers events during "Civil War" involving the main characters of this tale. The prime part of the story occurs at the end of "Initiative" and continues after it.

In the Shadow of Thunderheads

By TVfan

Prologue: Seaking True Change and Redemption… Versus Power Hungry Conquerors…

The Folding Castle, Baron Zemo's HQ, During the Announcement of the Red Skull Reich

"The lies of a simpleton," a young man spoke from a chair in a large central command room. His voice carried the air of the German aristocracy and a lineage that could be traced to noble families from the city of Leipzig. The accent wasn't too strong, but it was there all the same.

"Do you think anyone will follow him?" came a woman's voice making the man turn in his chair.

He turned to face her and despite his damaged face, he managed a soft smile to her. Melissa Gold had stood by his side for much of his tenure as leader of the Thunderbolts and had been an important confidant with regard to much of what he had been trying to do. Put his past as the leader of the Masters of Evil Behind him and truly become a better man. And as the second in command to the Thunderbolts, Melissa stood quietly with her long white hair with its dyed pink stripes framing her face as he, Baron Helmut Zemo, tried to lead them into something more respectable than they had been.

"I cannot say for certain," Zemo gave a low sigh, "The Red Skull's history with America's heroes has been longer than mine. After all, I only picked up where my father left of. The Red Skull was a contemporary of my father."

Melissa nodded. She knew Zemo's family history and of his tenure as the leader of the Masters of Evil. The fact that he had truly decided to try and change things and work with the government as the leader of the Thunderbolts was to be respected, though that couldn't change his past, and both of them knew it.

"Wouldn't that mean that the heroes will line up to oppose him?" Melissa asked.

"On the surface, yes," Zemo nodded, "the problem, though is what the man just pulled with the hero who wears the American flag and the fact that he's declared himself to wield the Cosmic Cube's power."

Melissa blinked back to the large computer linked television screen that Zemo had been watching. The screen had now switched to news commentators who were talking on about the Red Skull's announcement, blaming the evils of the Third Reich on Socialism and the political Left and then shaking hands with Captain America.

"If he used the Cosmic Cube… he could have a relative easy time of it if he can keep his focus, as there isn't much that can stop its powers," Zemo continued as he rotated his chair back around to watch the same screens.

"But Captain America has defeated the Red Skull in the past, even when the Skull's had the Cosmic Cube," Melissa pointed out, "it's in the S.H.I.E.L.D. files that the government has let us have access to."

"That has been a matter of the Captain's will versus the Skull's," Zemo answered, "the more the Captain has distracted him, the less the Cube's powers have been able to affect reality. And that leads into the second problem… if the Captain has believed the Skull for some reason. Many heroes will follow him simply for who he is, and if he's sided with the Skull…"

He looked over his shoulder to see if Melissa caught on to what he was saying.

"Than other heroes might side with the Skull," Melissa said slowly and with a degree of nervousness in her voice.

"And the Skull will use that to his advantage," Zemo nodded, "to continue some new plan of conquest over America and further the legacy of the madman he and my father served."

"So… what shall we do?" Melissa asked.

"I want the Thunderbolts on alert," Zemo answered, "thanks to our agreements with the US government… we cannot do much without their approval… but hopefully they will see through that man's lies and we can be ready."

"Can we take him?" Melissa wondered, "With all his power?"

"With my moonstones… I believe I can cancel out the Cosmic Cube," Zemo spoke, "while the rest of the team can take him down."

S.H.I.E.L.D. Offices, Washington DC, Shortly after the passing of the Registration Act…

And Zemo did keep the Thunderbolts on alert, but found that while America's heroes lined up behind Captain America to oppose the Red Skull, the government decided to back the Red Skull with the perception that Hitler was a Socialist as the Red Skull had claimed. That had frustrated Zemo in that he wouldn't be allowed to try and be ready to join in a campaign against the Red Skull.

Now, the government had proposed and passed the Registration Act after an incident in Connecticut. The act seemed reasonable to Zemo, but something about it struck him as more than an effort to protect America from crime or foreign threats. Like Captain America and Iron Man, he saw the rift the act was creating in the superhero community and personally wanted to approach the handling of the act cautiously. Even with that, though, Zemo still found himself having to answer the government's call. And since S.H.I.E.L.D. had been assigned as the chief enforcer of the Registration Act, he was summoned under the supervision of Dallas Riordan, a representative of the government's Commission on Superhuman Activities, to report to one of S.H.I.E.L.D.'s offices.

"This had better include some briefing on how to deal with the Red Skull," Zemo said in a low voice with his mask covering his face.

"For the moment the Red Skull is to be treated as an ally of the United States," Dallas Riordan answered, "you are here to register yourself and your Thunderbolts and take whatever assignment the director gives you."

Zemo scowled beneath his mask as the woman opened the door into a relatively Spartan office in which a lone woman sat behind an oak desk. Behind her, illuminated by the light coming in through the window were the American flag and S.H.I.E.L.D.'s flag. Zemo noted how the S.H.I.E.L.D. flag was built around the militaristic decal of a black eagle, though he didn't make any direct commentary on that piece of irony. His focus was on the woman behind the desk, S.H.I.E.L.D. Director Maria Hill.

"Director," Zemo said with as much tact as he could muster for the situation.

"Zemo," Maria Hill said in a cold voice.

"Baron," Zemo answered, "I am Baron Zemo."

"Not officially," Maria Hill answered, "Your family lost ALL rights to its titles and holdings in Germany thanks to your father's support of Nazism in WW2 and continued attacks on America after the war. Your time as leader of the Masters of Evil would also make it damn impossible for you to claim those titles back from even the German government… and regardless, you're in America where do not recognize any titles… period."

Zemo did not answer while Maria Hill then began shuffling some papers on the desk she was seated at. Eventually she passed them over the side of the desk that Zemo stood in front of.

"These are the papers that will register the Thunderbolts under the authority of the United States government," Maria Hill said simply and watched quietly while Zemo looked over the papers and soon began to sign his name and write his name down along with the members of his Thunderbolts team.

"And what will you have us do?" Zemo asked quietly.

"For the moment, you and your team will be monitoring supervillain activity in the US," Maria Hill answered, "We're hoping that the heroes unite behind the Registration Act."

"Captain America and Namor didn't," Zemo pointed out.

"Steven Rogers is a criminal wanted for treason and disobeying the Registration Act and Namor is a foreign leader," Maria Hill answered, "once the Registration Act is accepted, the new Captain America will serve the US government without question and Atlantis will face the full might of the United States and S.H.I.E.L.D. for its needless aggression."

Zemo didn't say anything, but he found it odd that a man who had stood for what was right and continually stood against him while he led the Masters of Evil being derided as a criminal. He'd never thought anyone would turn so hard against Captain America, though for the moment he couldn't do anything about it. After a moment, he worked up the courage to ask on the Red Skull.

"And what of the Red Skull?" Zemo asked, "Surely you can't believe his lies? I'd bet that HE is the reason for the Captain's resistance to the act. He sees it as a creation of his long time enemy… the only one really left from World War II."

"As servants of the US government, we are to wait until the US government decides to deal with him," Maria Hill answered, "You are dismissed."

Zemo again scowled and did a quick about face.

The Folding Castle

He returned to find Melissa waiting for him. The rest of the Thunderbolts were likely training. She remained quiet while he removed his mask and almost immediately began pacing. His moonstones hovered above him as he did so.

"Trouble, Helmut?" Melissa asked.

"S.H.I.E.L.D. seems to be more obsessed with fighting Captain America than the Red Skull as well as with protecting the Registration Act," Zemo answered with obvious frustration in his voice.

"Well… the country could probably STAND to have the Registration Act in place," Melissa answered, "Keep kids out of the fighting provide some means to train new heroes. Nothing wrong in that."

"True, but when did Captain America become an untrained combatant?" Zemo asked back rhetorically, "when did HE become an enemy of his country? When did the Red Skull become the 'good guy' in this whole affair?"

Melissa didn't answer. Zemo might be trying to turn his life around and leave his past behind him, but she was pretty sure that he and Captain America would never become drinking buddies. There was too much bad blood between them, and the fact that the Thunderbolts had been working with the government since before the present Registration Act crisis had been the only thing that had really kept the Avengers from deciding to arrest him for his past actions.

At the same time, Melissa also had the knowledge that Zemo's present decision to oppose the Red Skull was also a bit of a touchy subject and one that related to Zemo's own past.

A Few Days Before the Red Skull's Visit to Washington DC…

Zemo spent a lot of his spare time practicing and training. The missions his Thunderbolts had been assigned to had been limited to random small time crooks that the government had managed to identify. It wasn't much, and Zemo felt it to be a slap in the face to him and his team. True the Thunderbolts had been former criminals, but they were still good and had proved capable in terms of dealing with foes of great power. Having the Thunderbolts run to Chicago to go after a lone lunatic calling himself 'Flag-Smasher' was overkill and the man surrendered to Radioactive Man without a fight. That left Zemo with nothing much more than training in the workout room of his castle.

The workout involved wooden projectiles being launched at him and using the moonstones to blast them apart or teleport them away. A few robotic drones armed with swords were also involved in the workout, and Zemo put his skills as a fencer to use, using a narrow straight sword with a golden colored handle and pommel to defend against the drones. With the moonstones, he didn't need good swordplay and on missions he typically left that sort of work to the Swordsman, but he still felt that keeping his skills sharp was a good idea.

It let him blow off steam from things that had been going on in the 'Civil War' as some news reports had been terming it. Captain America was underground in resistance to the Registration Act and the government was insisting on hunting him down like a dog. And the Red Skull was still being treated as an ally, which infuriated Zemo to no end. The man lied at every chance he had and the government seemed to believe every one. And in a few days, the Red Skull was due to make a state visit to Washington to cement the US-Red Skull Reich alliance concerning the prisoners at Guantanamo.

"The man preaches the same hatred that America has long railed against when others do it," Zemo grumbled to himself as he slashed at android that came at him and then rolled to dodge the attack of another, "the same sort of aggression and duplicity that made them hunt my father… made them distrust me when I decided to change my ways… and they trust HIM!?"

In a fit of anger and frustration, Zemo unleashed a wave of energy from the moonstones that incinerated the androids. To his surprise, he heard a female voice respond. At first he thought it might have been one of the other Thunderbolts coming in to train or report a new mission, but it was in fact, Maria Hill.

"Trust isn't the right word," Maria Hill said in a low voice, "we intend to use the Red Skull to do our dirty work for us. Once that is done and we have all the superhumans firmly under government control, we can dispose of him as we see fit."

Zemo raised one eyebrow with a bit of puzzlement. That wasn't the way any of America's heroes dealt with threats like the Red Skull. He'd never read any file where Mr. Fantastic tried to use Doctor Doom to deal with the Mole Men. The principle wasn't necessarily a bad one, but it wasn't something that the heroes used and it wasn't even one that S.H.I.E.L.D. had used with regard to threats like the Red Skull or even himself in the past. Those tricks generally didn't work on such characters.

"The Red Skull won't make it easy if you play that game," Zemo answered, "You may end up paying a much higher price than you expect in playing it…"

"All the more reason to bring in Steven Rogers and his rebels," Maria Hill answered, "once all the heroes toe the line, than our position will be better."

"You could bring him peacefully if you just abandon the Registration Act and focus on the Red Skull," Zemo told her, "I told you before that HE is probably the main reason he's in opposition to the act. Take the Skull out and THEN worry about registering heroes."

Maria Hill only frowned in response, "and I've told you that that isn't how we will be doing things. Politics and national security are a tough business."

"And now you want me to hunt the man who fought my father as though he were a Nazi?" Zemo asked.

"If that's the way you wish to view it… yes," Maria Hill nodded, "that is precisely what you are to do. Stark has largely failed to do anything more than try to talk to the rebels… and that's assuming he's even found any…"

"Sounds like you're having disagreements on how to inforce the act with more than just me," Zemo gave a chuckle.

"You will hunt down Steven Rogers," Maria Hill ordered.

"No," Zemo said flatly.

"What…?" Maria Hill said slowly.

"I said no," Zemo answered, "the Captain is not some supervillain out to conquer the world…"

"The Registration Act is the LAW!" Maria Hill roared, surprised that she was having to have these debates.

"Slavery was legal once too, as was segregation," Zemo commented, "and there are older laws that were out there that made it illegal to be Catholic in some parts of America. The Captain's opposition to the act comes more from his perception of right and wrong, not what is legal… and as I've said, since the Red Skull is the ultimate originator for the suggestion… he likely feels the act is a tool on the Skull's part to take over the country. To destroy it…"

"You're one to lecture me on taking over the country," Maria Hill shot back, though not really having anything that would truly counter what he had just said. But, she had to secure power over America's heroes to fulfil the terms of the Registration Act and prove that normal humans with training were better than superhumans of any kind.

Zemo gave a confident smile, "I admit that my past is not a poster child for the American good ol' boy. I was born to German nobility… I was born to an ardent Nazi, and spent a good portion of my life trying to live up to that ignoble legacy. Contrast that with the Captain… born to poor Irish Immigrants in Manhattan but stood for what was right and according to all your records was willing to fight against my father's master even if he lacked the physical power to do so… to stand up for what was right above all things."

There was a brief silence for a moment before Zemo continued.

"Between us, the Captain is much more the man you'd want to represent what is good in your country," Zemo continued, "and I can accept that I don't have his legacy and never will… but I have changed and am trying to show that…"

"And that means you won't arrest a criminal who is destabilizing the country?" Maria Hill demanded.

"It means I won't pick a fight with a man who doing what he thinks is right just because you say so," Zemo answered, "and neither will my Thunderbolts. If we run into him… we'll try to talk to him… work with Iron Man in that regard. Perhaps get everyone on the same side. But picking a fight with Captain America for whatever reason… all that would be for me would be a return to my past… which I am trying to get away from."

"And suppose Rogers continues to make things worse?" Maria Hill demanded.

"I doubt he will do that," Zemo replied, "and I'm sure you'll find some other stooge who doesn't realize the game the Red Skull is beating you at."

Maria Hill left the Folding Castle fuming.

Manhattan Sewers, Shortly After Escaping Fury's Bunker…

Norman Osborn made his way slowly through the maze of darkened tunnels, frustrated by the fact that there were no lights on in the sewers. To a great extent he felt lucky to be alive. Captain America and his rebels had disarmed him completely after they captured him and when they had managed to escape the cells, the Thunderbolts team that Maria Hill had gathered, himself along with: Batroc the Leaper, Boomerang, Eel, Lady Deathstrike, Mister Hyde, Alistair Smythe, and Taskmaster, had run into the Punisher, who was fully armed. Castle killed Boomerang, Smythe, and Eel with single shots and Osborn and the others only escaped because Castle hadn't seemed to be personally hunting them.

"Blasted heroes," Osborn grumbled as he stumbled through the darkness and tried not to think about what his feet were touching and wondering where he was.

He thought he had memorized all the hidden spots under New York, as they had served him as his various Goblin hideouts that were separate from Osborn Industries, and yet Captain America and his rebels had one that he DIDN'T know of. He longed for a shot to get even for the defeat as a good part of him liked the idea of being able to have power over the other superhumans in America, which the Registration Act and Maria Hill's idea for the Thunderbolts allowed for. But for the moment he needed to find some safe place. Some place where he could recover his strength, rebuild his arsenal, and then volunteer his services to Maria Hill again.

The only thing he didn't like was that according to what he had seen on the news, Peter and Mary Jane had both registered, so he couldn't use that as a tool to strike at them and claim legality. He was further irritated when some of the news reports that covered 'Arachne' showed her having a bit of a baby bump, which would mean that Spider-Man and Arachne would have a little spider legacy to take over from them in the future, while he had nothing. Harry had always been a failure and Liz Allen did her best to keep him away from his grandson. Norman also figured that little Normie Osborn had too much of Harry in him and would never amount to anything. It enraged him that his great rival would have a good legacy to pass on, and he didn't have that. But dealing with that would have to wait.

He continued to stumble in the dark until he came across a great flash of light in front of him. He stumbled and fell back as he soon heard voices from where the light was.

"It's Osborn," a voice said in a low voice, "He still has his control collar on."

"Damn we got lucky that we suddenly picked up his signal again," came the answer, which Osborn recognized as the voice of Maria Hill. "Where are the others?"

"They don't seem to be there," the first voice answered, "and to be honest… I've lost their signals. They might have taken them off…"

"At least we have Osborn then," Maria Hill answered, "We can use him…"

"Director Hill…?" Osborn said slowly and doing his best to play it cool.

"I am no longer S.H.I.E.L.D. Director," Maria Hill answered, "the Socialists running the UN stole that job from me. I am now working for the US government solely with a mission…"

"I trust to defeat Steven Rogers?" Osborn asked, hoping to get and opportunity gain power.

"Among others," Maria Hill answered.

"Then I am at your service. Get me out of here… and a new glider… and you'll have yourself a Goblin," Osborn promised.

Maria Hill only smiled. Being removed as S.H.I.E.L.D. Director hurt, and seeing Tony Stark replace her was even worse, but she had friends in the administration and for the moment there was a chance that the Registration Act could survive. And when it did, Tony Stark would have to bow to her and Steven Rogers would be looking at the electric chair.

Red Skull Reich, Shortly After the Termination of the Alliance with the US…

"And so ends one game," the Red Skull as he shut off the monitors he used to follow the news from the US.

Captain America's trial before the US Supreme Court hadn't started yet and things were for the moment quiet. He had the intention of following the trial, if only to hope that some part of his whole scheme would work, but a good part of him was certain that the act would fail. It was rapidly becoming unpopular in the US and many who had voted for it were now making requests to amend it, though the hardliners in the US Senate and House blocked the attempts. If America were like his Reich, the Red Skull would have no concerns, as the government would remain under the hardliner's control, and while they might not want to be his allies anymore, their polices were largely what he wanted to have happen in America… if only to destabilize the country. But, for the moment, democracy was still a 'thing' for the Americans, and many of those hardliners weren't looking well in the polls.

"So… what do we do now?" Sin asked him.

"Now we move to ensure the Reich's defense," the Red Skull replied, "we may not have gotten everything in the game… but we did score a minor victory in this base… Now we must build up our strength."

"Seek out allies, you mean?" Sin asked, "Most of the nations of the world didn't even come for the offer of visitation in your announcement, father, and of those that came… only the Americans were truly supportive."

"What did you think of the Latverian delegate?" the Red Skull questioned.

"He seemed more like he was on a fact finding mission," Sin replied, "More than likely because Doctor Doom wished to size your power up to his own."

The Red Skull nodded. He had figured that much out. Doctor Doom had supported many of his endeavors, but more often than not, it seemed that the Latverian dictator was intent to take the lion's share of the benefits of the arrangement. In a way, he had tried to do the same, though the fact that many of his schemes had ended with defeat at the hands of Captain America, those schemes didn't amount to much. It overall left his Reich weak and exposed.

His powers were great and he could individually take on ANYONE, but he knew his powers had limits, and if he was distracted a lot of what he did with the cosmic cube's power would vanish. His Iron Swastika robots were strong and could serve well as elite guards, and thanks to his powers, the men he had in his present army would be the best soldiers around and would have some of the best equipment. But he knew he would need more than that. Captain America and the Avengers could only be distracted by the Registration Act and its consequences for so long.

"You are right, Sin… that we will need allies," the Red Skull nodded, "as well as new soldiers… bolster our strength and so on."

"Do you have any candidates, father?" Sin asked.

"A few," the Red Skull smiled.

The Folding Castle, After Cap's Trial Before the Supreme Court…

The trial had proved to be one that attracted everyone. The entire Thunderbolts had come to watch the trial before the Supreme Court and see what the fate of the Registration Act would be. The events of Cap's surrender had been surprising, but as the court announcement continued, Zemo found himself greatly impressed by the subtlety of the plan. If he won, Steven Rogers would be free to be Captain America, the Registration Act would be gone, and the government, which had campaigned to the point of being ridiculous to defend the act, would be humiliated and the entire series of events would be legal. And in the end, that is precisely what happened, and all the Thunderbolts had come to see the trial and its results.

"So what will happen now?" Janice Olivia Yanizeski, Joystick, asked, "they all campaigned for the act so hard… they may not let it go…"

"For the foreseeable future, they'll have no choice," Zemo answered, "they have congressional elections coming up and the people that have defended the act the most are facing losing out to those who will say they would oppose any attempt to recreate the Registration Act. That should give the Captain and his Avengers friends the time to come up with something make people not want a new Registration Act later…"

"We can't play to that, though," Dr. Chen Lu, the Radioactive Man, commented slowly with the orange hood of the radiation containment suit that he wore pulled back, "Many of us hold criminal records in the US and I am a Chinese citizen and am here on loan by the Chinese government… and they placed me with the Thunderbolts with the expectation that we would be working with the US government…"

Zemo slowly nodded. Chen might be a bit mistaken on China's position regarding where he was, as Chen had never mentioned to Zemo being ordered to join either the Masters of Evil or the Thunderbolts by the Chinese government. But, at the same time, it wasn't as if the Chinese government had forgotten about Radioactive Man, since he had been created with the perception that Thor would one day attack and lay siege to China. Zemo thought it an odd perception, as the Asgardians seemed to prefer areas that reminded them of the Norse country and Asgard itself, which were all largely in North America and Europe, but China's perceptions wasn't his business. And even if Chen was mistaken, it wouldn't change that many of them held criminal records and the present Thunderbolts team was still expected to report to the US government.

"It'll mean continued work for the government, of course," Zemo answered, "Just because they aren't getting everything they want, that doesn't mean they don't need us… and perhaps we could arrange a meeting with the Captain… get the heroes to actively support us."

"That might actually hurt us in the eyes of the government," Abe Jenkins, M.A.C.H. IV, commented.

Zemo sighed and nodded, "We may not have too many choices in the matter though…"

They all jumped when a new voice came from behind them. The voice carried some degree of power, but held a tone that was deceptive, confident, conniving.

"Or you could join a greater cause," came the voice of the Red Skull, "one that puts those that would gladly put you in prison beneath you and puts you in power."

The Thunderbolts all whirled around to face the new arrival, and Zemo's eyes narrowed angrily as he looked at the Red Skull. He wore his gold armor and a bluish glow of the cosmic cubes energies surrounded him, which kept the Thunderbolts from attacking him on sight, but the training that Zemo had had them engage in still had them ready.

"You have a lot of nerve coming here," Zemo growled, his moonstones floating above his shoulders and beginning to glow a bright reddish-orange.

"Come now… Baron," the Red Skull gave a smile, "We are old friends. I worked with your father… I provided you with some instruction in the past when you asked for it. I figured it would be prudent that we work together… for similar goals."

"I am not who I was," Zemo answered back, "I am the leader of the Thunderbolts…"

"A lackey to a corrupt and failing government that is bound to fall to someone with the strength and will to crush it," the Red Skull answered, "Defend them… and they will crush you eventually…"

"They might still crush you first," Radioactive Man threatened the Red Skull as he advanced to a flanking position with his hands glowing green, "Or we could crush you… surely defeating Hitler's bellboy will make the Americans see that the Thunderbolts have moved beyond their past…"

"As the Masters of Evil," the Red Skull gave a low laugh, "you really think they'll forgive you like that?"

"They practically forgave you before the Captain got that security tape of you admitting to being behind the attack on Stamford," Zemo pointed out as he stood up, "I'd think Radioactive Man is correct. They can forgive us and defeating you will go a long way toward that… and unlike you… our efforts will be honest."

They attacked together as Zemo fired beams of energy from his moonstones, Radioactive Man fired blasts of radiation, and Songbird let loose a hypersonic scream. All were intended to tear the Red Skull apart. However, he only seemed to fade from view and disappear. The attacks went straight through him and impacted on the stone floor, blowing some of them apart. As he faded from sight, the Red Skull gave them a warning of his own.

"And this is a pity," the Red Skull sighed, "I had hoped I could count on the help of an old friend to bring down a corrupt and antiquated concept… and yet you've chosen to defend them."

Zemo only watched with an angry glare as the Red Skull continued to fade from sight.

"A shame, because those antiquated and corrupt forces tend to believe in their own supremacy just as much as we do," the Red Skull continued with a confident smirk, "So beware them when they think you aren't loyal to THEIR ideas… remember how easily they turned on the Captain? They can and will turn on you much quicker and with much less restraint… and few will come to your aid."

With that, the Red Skull was gone.

Commission on Superhuman Activities Office, After the Initiative Announcement...

Dallas Riordan personally did not like these sorts of meetings. Protecting America from the threats that superhumans could pose was important, but something in these actions struck her as people being rather sore losers over the Registration Act. The act had expanded the commission's powers in coordination with S.H.I.E.L.D. but the act went too far to try and control superhumans, and when Captain America went before the Supreme Court, Dallas had come to agree with him on that point. Protecting the country was one thing, but enslaving people was another.

And now, with the Democrats gaining control of both houses of Congress in the 2006 elections and the government being discredited on nearly every level for the Registration Act, Dallas found herself in a meeting called by the Commission's leader, Henry Peter Gyrich. She also found the former S.H.I.E.L.D. Director, Maria Hill, present along with Vice President Dick Chaney. Many were figures that had tried to defend the Registration Act to the hilt, and Dallas found their actions at least partially responsible for present political problems they lamented.

"Okay, this meeting will commence," Chaney spoke authoritatively, "State your name and rank within the commission…"

"Henry Peter Gyrich, chair," Gyrich spoke, "Present."

"Dallas Riordan, deputy chair," Dallas said slowly, "Present."

"General Haywerth, US Armed Forces Liaison," General Haywerth spoke, "Present."

"George Mathers, CIA Liaison," George Mathers spoke.

"Orville Sanderson, FBI Liaison," said Orville Sanderson, "Present."

"Raymond Sikorski, Commission Policy Manager," Raymond Sikorski spoke, cleaning his glasses with a handkerchief, "Present."

"Valerie Cooper, Superhuman Psychology Specialist," Valerie Cooper answered, "Present."

"Adrian Sammish, Field Operations Manager," Adrian Sammish spoke, "Present."

To this, Chaney nodded.

"This meeting is to deal with the rampant lack of control we have with superhumans and steaming from the criminal defeat of the Registration Act by Steven Rogers," Chaney spoke, "at present… our actions and policies will only come from Executive Orders, which you have my assurances you have the power to carry out."

"And we're to respond to the announcement of Tony Stark's Initiative?" Dallas asked.

"Among other things, yes," Chaney nodded, "I've already sent a representative to inform him that we are displeased with the lack of control WE are given over either team and that criminals like Spider-Man and Steven Rogers are allowed to walk free."

"Displeased?" Valerie Cooper asked, "Stark has advocated training programs and establishing hero teams in all fifty states to cooperate with state and local authorities."

"But they don't serve OUR authority and they don't do as WE say," Gyrich spoke up, "He won't even allow us access to his program."

"And that is the problem," Chaney spoke, "the more superhumans like Stark and the Avengers are free of OUR control, the more damage they will cause in their battles. Promised training is one thing… but suppose the trainer is Spider-Man?"

"A known security risk," Raymond Sikorski grumbled.

"And the only hero who deliberately causes millions in property damage to fight a common street thief," Gyrich commented, "If I still had my post in determining who could be Avengers, I would have had him put IN the Raft and left there. That idiot is not an Avenger."

Dallas watched as there were several nods.

"He isn't completely stupid," Maria Hill spoke up, "He and his wife did register and served my commands faithfully… even after I was forced to step down. What he and Arachne need are true training programs that teaches them how to throw a punch without making valuable pieces of property explode and knowing WHEN to throw that punch."

"Are you suggesting we work with that criminal?" Raymond Sikorski gasped.

"If he could be trained, he would be an asset," Maria Hill answered, "IF he could be trained. The problem in all of this… isn't so much Stark's proposal for his Initiative or even the Red and Blue teams but that WE are being left out of the training program and that WE are not being given any organization to truly supervise Stark's action."

"And a direct executive order to make the Avengers do that won't get funding from the Communists in the House," Chaney answered, "they worship the ground those heroes walk on…"

"Perhaps a separate organization… a paramilitary one that could be offered to work within Stark's Initiative but is directly responsible to us," General Heyworth offered, "It could be covered through national security measures…"

"It might even give us a window into seeing exactly WHAT Stark is doing with his plan," George Mathers commented, rubbing his chin, "and with our control, we can then say what is and is not working within his Initiative… and use that to OUR advantage."

"I'd hopped you'd suggest something along those lines," Chaney smiled, "as that is precisely what Maria Hill has suggested…"

"Doesn't she work for S.H.I.E.L.D. though?" Dallas asked suspiciously, "I mean… you're planning some sort of secret war with the heroes, and you want one of their 'employees' to run your organization?"

"I resigned S.H.I.E.L.D. and am now the Chief Executive Officer of H.A.M.M.E.R. and will use my Thunderbolts to show that we are better at this business than Stark or Rogers," Maria Hill answered her, "I want nothing more than Tony Stark brought here, in chains and made to beg for his life for his stupidity."

Dallas detected nothing but the same political fanaticism that got the Registration Act defeated. It wouldn't protect America from anything, especially they were truly intending to undermine the Initiative to have their way of thinking be expanded across the board. All it would do at the present would make things worse. However from the nods of agreement, she figured the only one who might agree with that opinion was Valerie Cooper, and the two of them wouldn't be enough to out vote the decision.

"Shouldn't we give Stark the time to get his program up and running?" Valerie asked, "He has offered training programs and a means to cooperate with the government, so it isn't like he's taking over or wanting to stand ABOVE the law…"

"But he isn't submitting to our COMPLETE authority either," Gyrich countered, "It's one thing to trust Iron Man… but who can HONESTLY say they can trust Spider-Man?"

"Not me," Sikorski said firmly.

"Not I," Mathers agreed.

"As he is at present… not I," Maria Hill nodded, "and that is why WE must have ABSOLUTE control… even if it means undermining Stark's little game."

"And thus H.A.M.M.E.R. and a new Thunderbolts team," Chaney spoke.

"And what does H.A.M.M.E.R. stand for?" Dallas asked, wanting to ease things in before asking over a NEW Thunderbolts team. Maria Hill's team gave the Registration Act trouble and cost Hill her job as the Director of S.H.I.E.L.D. besides. At the same time, there was an already established Thunderbolts team, and while she completely trust Baron Zemo to truly change and be good for the sake of being good, she did have to admit that he had done a decent job leading his team.

"Hasty Anti-Metahuman Monitoring Expeditionary Response," Chaney answered, "and will include the best of the best of the US military."

General Heyworth nodded with approval.

"And will likely get most of the combat troops out of S.H.I.E.L.D. as well," Maria Hill added.

"Okay," Dallas said slowly, "And what of this 'new Thunderbolts' team? What of Baron Zemo and his team? He has served well and has plenty to prove. At the same time, Stark and Rogers MIGHT actually accept him and his Thunderbolts at the head of the team you wish to put into the Initiative."

She might not be able to prevent Hill from creating another disaster for the country to endure, but she figured that Zemo would have the sense to reduce the damage that these fanatics wanted to unleash.

"Zemo is not to be trusted," Hill answered, "As a criminal serving the US government… he is to follow our orders without question. When I first tried to get the Thunderbolts… I did request his help in arresting Steven Rogers. Figured that the man would ENJOY being on the right side of the law in killing him… Might have even set himself up to be the new Captain America… but he rejected it and refused to carry out my orders as I gave them."

Dallas actually remembered reading a few reports from Zemo concerning that request. He had agreed to try and talk Captain America into either surrendering or switching sides, which was essentially what Tony Stark had been doing at the time, but refused to start a fight with Cap. It wasn't a rejection of the order but the specific way the order was expected to be carried out, though Dallas got the sensation that Maria Hill and the Vice President wouldn't see it that way.

"At present we don't have a full team of Thunderbolts and there may be some diplomatic niceties we'll have to follow with regard to Zemo's team," Chaney added, "but the new team will be directly controlled by us and will not have the quasi independence that Zemo has demanded… NO interspatial castle that we need special teleporters to enter and exit… and absolutely NO complete independence like Stark's Initiative. Our team will be under our control and will prove beyond a shadow of a doubt that our methods work better than Stark's and we'll take down the leader of the Masters of Evil to do it!"

Dallas only frowned. The declaration that the Registration Act was unconstitutional should have been the end of that entire adventure and they turned to finding a new or better way to protect the country. Now, it seemed like the Registration Act was only a battle in a much larger war. To Dallas that made little sense, as it was still treating top level heroes as criminals and was intending to start an all-out fight with Baron Zemo just to show up the heroes. That wouldn't protect the country, and if their scheme was to truly work, she privately had to admit that Baron Zemo was the best candidate to do it, as he had seemed to truly change. How different he was from his days as the leader of the Masters of Evil was probably debatable, but at least when compared to the Green Goblin, who Maria Hill had chosen for her Thunderbolts during the 'Civil War,' Zemo was the better candidate. In that, she had to find a way to keep Zemo on the government's good side. She remembered some of Zemo's ramblings about opposing the Red Skull during the Civil War and figured that might be a window.

"What if Zemo can prove himself?" Dallas asked, "The Red Skull was revealed to be a liar… total shocker, I know, but Zemo did express interest in fighting him… what if we could unleash Zemo on him. His moonstones should be able to match the cosmic cube's power… wouldn't that prove that he could be trustworthy?"

"No," Chaney said firmly, "the Thunderbolts will be our team and under our leadership."

Dallas only sighed.

The Folding Castle

"You're saying these signatures are interfering with the Red Skull's powers?" Zemo asked to a member of the Thunderbolts that he commonly reserved for missions that might require mind control or other telepathic powers.

The External, Overmind, was good at that sort of work. Good enough that Zemo kept him for those missions specifically, which also came from the fact that defeats against the Fantastic Four, Doctor Doom, and others had weakened Overmind's powers. That meant having him in the field would be risky, and Zemo wasn't about to take that risk. Presently, he had had Overmind trying to pinpoint some way of getting the Red Skull to make a mistake.

Overmind had found that the cosmic cube's powers made outright mental control impossible, but he was able to at least get a sense of what the Red Skull was following. That was at least a start, and Zemo figured he could plan an attack from there. For the moment, it seemed as though the Skull was focused on the spread of energy signatures similar to the cosmic cube that the Skull himself wielded.

"Not directly," Overmind answered, "The Red Skull can still use his powers on his island and wherever these other cosmic energy signatures haven't yet appeared… but where they have appeared… it's like his power and the energy signature's power would repel each other, like two magnets."

"So… if it spreads around the world, it would contain the Red Skull," Zemo mused.

"The Skull seems to think so," Overmind nodded, "It might make catching him rather easy once whatever this net of cosmic energy is completed…"

"Possibly," Zemo nodded, "though we'll still need to plan… just keep an eye on the Skull and this situation. If it creates a window of opportunity, we move… if not… best not waste lives."

Overmind nodded and was about to return to his work when a soft coughing sound caught the attention of both men. Both men turned to see Melissa standing by with Dallas Riordan beside her.

"Melissa?" Zemo spoke.

"We got trouble, Helmut," Melissa said carefully, "and trouble that could mean the end for us as Thunderbolts."

"What?!" Zemo's eyes practically bulged out of his head, "the team is mine! It's bad enough that government created their little copycat team during the Civil War… but I would have thought Osborn's defeat would have…"

"Made Maria Hill loyal to you?" Dallas cut him off, "the woman likes being in places of power… and to a great extent I think she's only a parrot for the people that tried to get the Registration Act protected in the first place. When you refused to blow up New York to hunt down Captain America, you made yourself an enemy in her eyes…"

Zemo only staggered backward. Overmind barely responded. He glanced at the External, and figured that Overmind had already read Dallas's mind. If Dallas knew this, she didn't let on or didn't know as she continued her report.

"As such, the government is forming its own paramilitary organization… H.A.M.M.E.R. with the intention that they will protect America from super powered criminals," Dallas continued.

"Conveniently including us and many of the members of Avengers: Blue Team," Melissa pointed out.

"Wonderful," Zemo groaned, remembering the Red Skull's warning.

"I take it that the H.A.M.M.E.R. will also be creating its own Thunderbolts team?" Overmind asked, "Do you know who will be in it? Who they want?"

"They are creating a team… but Hill hasn't revealed anything on who will be on the team or who they want on the team," Dallas answered, "they may try to get some members of the present team… but it's clear they don't want Zemo. They want stooges."

"Couldn't you stop them?" Zemo asked.

"Most of the members of the Commission on Superhuman Activities are not fans of superheroes and general and many of the members of Cap's Blue Team specifically," Dallas answered, "They mostly jumped at the idea of finding a way to control superheroes… or at least get even for losing the battle over the Registration Act. About the only one I had on my side was Valerie Cooper…"

Zemo frowned heavily and then looked to Dallas. The two of them had had plenty that they had disagreed over and didn't fully trust each other over, but yet Dallas had actually come to warn him of this. And everything in the tone of her voice betrayed serious frustration, more so that any of their personal disagreements had ever had.

"There must be some way that we could avert what H.A.M.M.E.R. threatens to do," Zemo commented, "isn't there?"

"It's not much of an option… but with the alliance with the Red Skull over… and the US military spread too thin with its present wars and the Avengers trying to sort out how the Initiative will work for them," Dallas said slowly, with her eyes focused on Zemo, "If you can defeat the Red Skull and bring him in… you MIGHT put them in a position where they would have to accept you and your team."

There was a silence for a few moments. Zemo had already decided to try and bring the Skull down, and a good part of him felt fairly confident that they could bring him down. Yet, the way Dallas was making the offer, it sounded like she thought it would be an exceedingly tough task.

"We've already intended to take down the Red Skull," Zemo spoke, "and have been putting together plans. If that is your plan to save the Thunderbolts… then rest assured we will try it."

"I said that might be your best chance," Dallas answered, "I didn't say it will change their minds… They seem to be a rather stubborn lot, and once they have a team… I'm sure they will be assaulting the castle."

Zemo nodded and turned to Overmind, "best to shut down the portal entrances on our end. With our portals shut down, no one could enter without contacting us first."

"And you want the communications links left online?" Overmind asked raising an eyebrow in surprise.

"We'll have to let the government know when we have the Red Skull in custody," Zemo said with a smile.

Washington DC, The Morning After Dormammu's Defeat By The Avengers…

"And you intend to keep the Green Goblin as your field leader?" Chaney asked to Maria Hill as the two drank coffee in private room of the White House.

"He is well armed and he did come back to us," Maria Hill answered, "Plus… he gave some reports that could put us on the tail of some bunker that FURY built and then classified to S.H.I.E.L.D. members of his rank, which the UN cancelled after Fury attained the rank. It will give us some means trying to equal some to the tech advantages that S.H.I.E.L.D. will have due to continued existence and now cooperation with Stark Enterprises."

"But could he beat Iron Man or Rogers in a fight?" Chaney asked carefully.

"If it came down to it… possibly," Hill replied, "based on what I was able to get before my dismissal was permanent… it would appear that many of Spider-Man's foes have been drastically underestimated in their abilities. Norman Osborn… the Green Goblin… is the perfect weapon with his powers and gear… and so long as we keep a control collar on him… WE can control him."

Chaney nodded for a moment and took a sip of his coffee. Though despite the calmness of the meeting, the Vice President didn't sound entirely pleased. He was most likely irritated with the relatively positive responses to the Avengers recent battles with Lukin and Dormammu. Hill only looked on as she waited for orders.

"And the next mission will be to begin building the team?" Chaney asked.

"Yes," Maria Hill nodded, "we'll do better than we did during the 'civil war' to try and make sure that we can overpower Zemo's team if he doesn't cooperate."

"Good," Chaney nodded, "we'll need a good team and to make a report that Stark failed completely with regard to what his Initiative has done."

This statement actually made Hill blink. She was no fan of Tony Stark or Steven Rogers for how they treated her leadership of S.H.I.E.L.D. but on many levels, she wasn't going to outright lie. True, the Hood got away with the money that his gang had stolen, but given what was in S.H.I.E.L.D.'s files on Dormammu, defeating the demon was the more important mission. In that, Stark's Initiative hadn't started with a complete failure. It might not have had a complete success, but neither was it a complete failure.

"I'm no fan of him, but we'll need to be careful," Hill warned, "We may have taken things a bit too far with how the Registration Act was handled and that helped lead to its being declared unconstitutional and the Democrats regaining congress in the recent elections. We can be critical… but declaring an outright failure when the Avengers did defeat a demon that could have conquered us in the course of the night would only embarrass your administration further… and until total control can be gained and the election system manipulated to be nothing more than a rubber stamp… we will need to be careful."

"Just remember they are bound to fail," Chaney snarled.

"Of course, and I'll even HELP them fail," Hill smirked, "but we need to be careful."

To that Chaney finally nodded and let Maria Hill move off to prepare for her press conference to officially announce the creation of H.A.M.M.E.R. and the new Thunderbolts program that the government would support.

0-0-0

It was not much later that Maria Hill stood behind a wooden podium with the Seal of the United States on its front. She wore the dress uniform of a Marine Corps general, as uniforms for H.A.M.M.E.R. were still in the process of being designed and made, and for the most part, her official staff, outside of the Thunderbolts, wasn't much more than a handful of her loyalists from S.H.I.E.L.D. and that was it. She looked out over the gathered reporters, many of them looked curious as she had been allowed to handle the announcement by herself. That wasn't about to stop her though, as she had her own mission to attain with the Registration Act beaten, and she wasn't going to fail again. She lifted one hand to check her watch and then set it down to grip the side of the podium and cleared her throat.

"Thank you for coming," Maria Hill spoke, "I am General Maria Hill, former S.H.I.E.L.D. Director and officer for the protection of America from all the threats to it."

A few flash bulbs went off, and Hill paused to let the flash dim back down to the room's normal light levels.

"This is to announce the creation of a new national security program that will defend this country from the threats posed to it by superhuman beings being out of control in this country," Hill continued, "H.A.M.M.E.R. or Hasty Anti-Metahuman Monitoring Expeditionary Response will be well trained and well equipped to combat threats to American security from the various superhumans that decide to attack our borders at their leisure."

"General," a reporter spoke up, "Are you advocating forming a government lead Avengers team?"

"Does this relate to the Avengers victory over Dormammu?" another reporter asked.

"While we will work with Tony Stark and his Initiative Program and respect the Avengers for their efforts in defeating Dormammu," Maria Hill answered, "we are of the opinion that Stark's program does not fully control superhumans and will do little to truly fix the problems that superhumans pose to this country… both in terms of law enforcement and in the larger geopolitical situation. They defeated Dormammu, yes, and we commend their victory… but they still have bank robbers to catch and hard earned money to recover and return to the rightful owners of that money. Not to mention that they will be busy with 'investigating' Kronas Industries for the time being… We cannot call the Initiative a complete success, yet."

Maria Hill looked out over the reporters as they either scrambled to write down her answer, hold up tape recorders or keep their cameras focused on her. After a brief pause she continued.

"And H.A.M.M.E.R. will not be a government Avengers Team," Hill continued, "It will be the main organization that will provide government sponsored training and control for any hero who is smart enough to realize that the Initiative is imperfect… and will provide a Tony Stark with a means with which his program might avoid complete failure. And its main team will be a continuation of the Thunderbolts program with Norman Osborn as its main field leader."

"A Thunderbolts team?" a newspaper reporter gasped, dropping his pencil, "What of Baron Zemo's Thunderbolts which have stated their desire for continued American service?"

"Baron Zemo has demonstrated a rebellious streak on par with any hero that doesn't believe in effective training or control for the protection of the American people," Hill answered, "by contrast, Norman Osborn has promised full cooperation and will not decide to disobey the orders of those who know more than him."

There was a quiet gasp as people began looking about before Maria Hill finished her announcement.

"For the present time we will begin putting together a team and will be silencing the rebellious threat presently posed by Baron Zemo," Maria Hill finished to more camera flashes.

To Be Continued…

"France has lost a battle. But France has not lost the war!"

Charles De Gaulle, French soldier and statesman, President of the 5th Republic (1959-1969) –proclamation on June 18, 1940 calling for the Free French to rise and continue fighting against Nazi Germany.