Disclaimers: This is a massive reorganization of the story I've been eking out over the past month into novel form. Iron Man, Pepper, and the Avengers all belong to Marvel. References to Stargate characters belongs to MGM. Everything else that doesn't belong to somebody else is mine and is copyrighted (if such a hybrid exists) to me. I write to please myself and get no monetary interest in writing this whatsoever ... just don't want nobody sticking their name on my work and making a lot of money. Marvels' pre-pubescent Iron Man II script really SUCKED in a lot of places and I could do better by projecting things forward into the future. Like, DUH, fanfic gals spend a lot more money at the theaters than 14-year-old-boys! Marvel/Paramount is as immature and clueless as pre-Afghanistan Tony Stark was! The "conflicted anti-hero" is so 2003/pre-recession CountryWide Mortgage self-justification for bad behavior! As the Bonnie Tyler song goes "I need a hero, I'm holding out for a hero till the end of the night, he's gotta be strong and he's gotta be fast, and gotta be fresh from the fight." I like my men strong and not afraid to commit, my women even -stronger-, lots of credible hard-core sci-fi tech that has plausible scientific explanations, and a fair amount of really good kicking-ass!

The new chapters are in the MIDDLE (villian chapters ... boo, hiss) ... ch.14, 18, 20 (you need a credible psychopath to make a good superhero story work)

Would really appreciate honest, critical reviews of places things drag, glaring scientific or other errors, botched Wiki-cultural references, places where I have failed to build enough of a case to get the reader to enter a "temporary suspension of disbelief" of things that otherwise wouldn't fly, and most of all, critique my very first-ever attempt at creating a credible, realistic VILLAIN to get the reader pull the covers up to their nose and have bad dreams after reading. Expanded upon some really steamy Pepperony goodness to please those of you who requested it (i.e., unabashed smut) :-) My eternal appreciation to those kind souls who have added their comments so far ... I hope everyone sees the little tidbits of your ideas. Please review... :-)

I'm thinking of doing a sequel ... either Avengers School or Pepper/Rescue Superheroine thread. What do people think?

PROLOGUE

B.C.E. 11,057 – the Valley of Spirits

S'et absent-mindedly drummed his claws on his captains' chair as the navigator guided the ship towards the cobalt blue planet. The Maklu'an were a young race, at least insofar as intergalactic travel was concerned. The powerful Alterans, who had protected his planet for untold centuries, had been greatly weakened in a distant war with an alien race and driven back to his own galaxy, the Milky Way. Desperate for allies to help patrol the galaxy which was their last stand, the Alterans had given the Maklu'an and several other races, collectively called the Alliance, just enough technology to deal with their own threat, a parasitical race who had stolen this same technology from the Alterans.

The parasites had the ability to infect and take control of the body of any sentient being. Since it was often impossible to tell one's own officers were infected until it was too late, the parasites had spread across this sector like ants. S'et had been dispatched in a small battle cruiser to investigate reports that one of the warlords, a parasite calling himself R'a, had infected a local host and was building a base of power on the M-class planet. The planet had, at one time, been an Alteran stronghold until war and disease had reduced their numbers. Ensuring R'a didn't locate the old Alteran bases (and their technology) was critical.

S'et growled appreciation as a young enson, U'chen, a hatchling from one of his elder sister An'ats clutches, brought him his customary apteka, a mildly stimulating drink with properties similar to coffee. The navigator, G'rok, clicked and hissed data readings to Set in the Maklu'an tongue, the sudden chameleon-like blending of his scales with the console in front of him as sure a sign of the seriousness of the information as anything G'rok said. This was not good… According to the readings, not only were they picking up the telltale energy signature of multiple stolen Alteran power sources, but the parasite was in the process of building an armada of warships. R'a had obviously succeeded in reverse engineering the Alteran technology. S'et hissed displeasure and ordered G'rok to breach the planets' atmosphere.

"Red alert," he growled over the intercom as the ship began to began to shake upon breaching the planetary atmosphere, "we're coming in for a landing." S'et sipped his apteka and snorted as a particularly unwelcome bump caused him to dribble the hot beverage down his snout and onto his uniform. "U'chen," he hissed, "go get something to clean this up!" U'chen promptly complied.

He was a good boy, S'et mused. S'et had not found a compatible mate of his own, so he had taken U'chen under his mentorship at An'ats request. U'chen was of unusually slight build for a Maklu'an, barely 1.75 galactic meters in height, but he was incredibly smart. The lad spent all of his spare time down in the science lab with their Altaran advisor, Gaia, tinkering with the ships AI. The Alteran had saved young U'Chens life as a hatchling by injecting tiny nanite machines into his blood to cure a congenital defect.

The Maklu'an had only recently evolved enough as a species beyond their warlike past to win the Alteran's trust, so having been born a "weakling" would always impede U'chens advancement within his own species no matter how smart he was. Still, S'et liked the hatchling, and the Maklu'an were inherently a noble race. One day, he hoped, U'chen would use the knowledge he gained from both his uncle's tutelage and the knowledge he learned from the Alteran to attain his own command within the Alliance.

"Sir!" G'rok hissed, his forked tongue flitting nervously from his fangs, "they have a planetary defense system. The parasite has a weapons lock on us!" The rest of G'rok's scales faded into the background, rendering him nearly invisible but for the dark green of his Maklu'an uniform.

"Evasive maneuvers!" S'et snarled, his tail angrily twitching from side to side. "See if you can get a weapons' lock on their power source. Blast it off this confounded planet!"

S'et's second in command, G'dong, came onto the bridge at that moment and crouched into the seat next to G'rock to man the weapons console. Small anti-ship fire rattled the ships' shields as R'a activated his planetary defense system . G'dong returned fire. S'et's intelligence sources had failed to mention R'a had such a system.

Just then, the ship shuddered as a particularly large explosion rocked the rear of the ship. "We're hit, we're hit!" G'dong shouted as sparks shot out of the electronics and the room went dark. Backup systems quickly restored some emergency lighting, but the ship was finished. "They've hit our main propulsion system. Sir … we're going down!"

S'et growled an announcement over the intercom, which was on the backup system, for the crew to assume crash positions. "Aim the ship for that plain east of that large mountain range!" he ordered G'rock. "G'dong … see what you can do to cloak our landing position from that bastard!" No matter what happened, S'et wanted to give his crew a chance to survive if any of them survived the crash. S'et was thrown from his chair, across the bridge, into the wall, and then back towards his chair by the impact.

S'et was unconscious for a long time, but gradually he became aware of a voice, U'chen, calling his name. "Uncle, please wake up," he heard U'chen cry as he became aware of excruciating pain piercing through his lungs. He looked into U'chen's intelligent gold eyes and noted his iris's had constricted to concerned slits. S'et was having trouble breathing. He looked around and saw the mangled bodies of G'dong and G'rok protruding from the collapsed bridge.

Gaia, the Alteran advisor, knelt at his side and solemnly stated, "our technology is great, old friend, but this is an injury I cannot heal. You need to pass command to the survivors. You must give them a mission so they don't enter the R'mokur'a (the suicide)."

"How many?" S'et asked, feeling his life fading from his body. "How many survived?"

"Nine," Gaia, the Alteran, murmured. "Only nine, but U'chen is amongst them. He is unharmed. The people on this planet are genetically similar to Altarans. We seeded this planet with life millennia ago. With guidance, the indigenous population can someday overthrow R'a. U'chen will survive if you give him a mission that overrides your species ancient dictate to enter the R'mokur'a (suicide) when they have failed their leader. You must give the hatchlings a mission!"

"Yes," S'et whispered. "Bring them to me." He turned his head to U'chen. Several other young Maklu'an stood behind him, all barely old enough to leave the clutch. The Maklu'an were an unusually long-lived species. They just might survive long enough for the Alliance to launch a rescue mission. Three of the survivors were females, he noted with satisfaction. The last duty S'et could perform was ensure his people's outdated war-like customs did not force these young cadets to commit suicide. The Alteran would help them survive. "U'chen," he whispered.

U'chen crawled over the debris to S'et's body, vainly attempting to stem the bleeding from the large beam which was sticking through his chest. "Uncle," he cried, "I will accompany you into R'mok (heaven)."

"No," S'et hissed, weakly wrapping his tail around U'chen's ankle. "You must complete my mission before you can take the R'mokur'a! You must help this Alteran overthrow R'a. You must guide the locals until they are evolved enough to join the Kakarantharian Alliance. If any one of you dies, the others must pick up this mantle and fulfill my mission. Do you understand, U'chen?"

"Yes, uncle," U'chen cried. Behind him, S'et saw the other hatchlings murmur and nod acceptance of the burden. R'mokur'a would have been preferable to eking out a harsh existence on an alien planet, but the Maklu'an were no longer a primitive race of warriors. They had a responsibility to uphold as the newest members of the Alliance, and they would do so.

S'et reached up his claws to gently touch U'chen's snout as the life faded from his body. "You are like a son to me, U'chen. You are commander of this crew now. Make me proud…"

U'chen howled in grief and burst into un-warrior like tears as the last breath left S'ets body and his eyes went blank. Gaia reached out her hand and gently closed both sets of eyelids, caressing the scales on his cheek as she bowed her head and wept. After a moment, she put her hand on U'chen's shoulder and said, "U'chen, it's time to go. You must lead these people." U'chen complied.

…..

On the ground, the indigenous population watched as the gods threw a fiery ball of smoke down from the sky and the earth exploded, blackening the sky with debris for weeks as the ship tore an impact crater 20 miles long into the Mongolian plain. From what had once been flat grassland, the canyon culminated into a massive smoking impact crater 2 miles deep. A few curious villagers who had wandered into the valley came back with terrifying reports of demons with godlike magical capabilities. For thousands of years, any living creature foolish enough to enter the Valley of Spirits would slowly sicken and die from a terrible curse that caused their hair, their teeth, even their skin to rot before death mercifully ended their punishment. For thousands of years, the local tribes whispered legends about the dragons who had crawled out of the jagged valley and headed west.