Fury found him in the old boxing hall over on Decatur Street. It was one of the last places left in Manhattan from the Forties that still existed from his past except for the old pizza place and the Palace Theater. Short and topped with a mane of short brown hair, Leonard pounded his wrapped hands into the punching bag. His eyebrows were in a scowl over his eyes. Sweat ran down his face as he pounded the bag. The bag shook and jostled from the barrage of concrete punches pummeling it. Leonard hit it with his left and then his right. His muscles rippled with every strike, his chest expanded with every breath as he took his daily regime out on the bag.

"Captain, we have another mission for you." Fury spoke up as the bag suddenly tore loose from the ceiling and flung itself five feet away on to the floor from Leonard. Looking at it with his one good eye, Fury lifted his head up to Leonard Hofstadter, the only living recipient of Dr. Erskine's project to create a team of super-soldiers during World War Two. Dabbing his face and chest off with a white towel, Leonard turned bare-chested and clad in just his sweat pants to the SHIELD Director. Fury handed him a file to peruse.

"Ten years ago, the government realized that normal prisons were not strong enough to hold the increasing number of superhuman criminals out there, so we created one." Fury briefed him. "It was called the Vault, and it did its job perfectly for twelve years until there was a major break-out."

"What kind of name is Doctor Octopus?" Leonard asked.

"We don't come up with the names, we just incarcerate them." Fury spoke. "Eleven of the worst just broke free and could be making their way to New York City. One would be bad enough, but all of them together and working together would be catastrophic. That's where you and your team come in."

Leonard lifted one eye up to him.

"You're our first line of defense."

"Lucky us…." Leonard mumbled. It sounded like a rogue's gallery of circus sideshow rejects. Dr. Octopus, the Green Goblin, Sabertooth, Venom, Sinestro, Mystique, Bane, Killer Croc, Mr. Freeze…. Just to name a few. Clad once more in his red, white and blue, Leonard took his shield and call on his teammates.

"Avengers Assemble!"

Ready for action, Leonard was in costume and went to meet them at the center of New York City at Times Square. This was where SHIELD found him after he had wakened from the ice. Over fifty years, fifty years had passed while he had been trapped in the ice. The world had changed around him, and the enemy had changed with it. His shield pulled over his back with the strap on his shoulder, Leonard waited to meet his fellow Avengers. Who would arrive first? Thor or Iron Man? As he waited, the wind picked up, and newspapers on the tabloid stand blew around everywhere.

"Ready for action old chum!" Sheldon appeared out of nowhere in his Flash costume.

"What the hell? The Flash?" Leonard groaned and watched as Sheldon in that red bodysuit and mask made several absurd karate poses. "Sheldon, you're supposed to be Iron Man! How could you screw that up? Come on! The Flash even isn't in the Marvel Universe!"

"Leonard…" Sheldon postured and hemmed a bit with short bird-like moves. "May I remind you that this is your dream, and I am completely at the whim of your imagination; I cannot exactly check a call list as to which character I am supposed to be. Also, might I suggest that this slight error is your brain's tendency to attribute the same disappointments of the real Sheldon to myself, thus completing the illusion that I'm the real Sheldon. Any way, as far as the Flash not being in the Marvel Universe, may I remind you that you selected several villains from both the Marvel and DC Universes for us to battle?" He made that same arrogant face he had whenever he was speaking down to Leonard.

"Why did I dream that you could talk?" Leonard spoke.

"Again, not under my control…" They heard lightning cracking and looked up to the sky crackling with lightning and dark blue and violet storm clouds rolling in. It was the definite calling card of a thunder god with a magic hammer. Sheldon and Leonard looked up expecting their friends Howard and Raj, but something was wrong with this image. Amidst the distance red cape in the sky, it looked as if the distant thunder god was carrying something. Why was Raj carrying Howard or Howard carrying Raj? What was going on here? Standing on the sidewalk, Leonard and Sheldon looked at each other as the top came down on top of them.

"Hola, amigos!" Howard stood in the guise of Hawkeye with Bernadette in the attire of Thor. She wasn't taller, but her long blonde hair was much longer than it usually was. Dressed like some sort of Valkyrie with a huge red cape, her petite and buxom figure in the leather outfit and Viking armor was both awkward and awesome at the same time. Her chest shield looked like the nose cones of two IBM missiles wielded together into a chest plate. Leonard was having a fit.

"Hello, Bernadette…" Sheldon greeted her.

"So…" Howard pulled his modified laser-sighted bow out. "Who are we fighting?"

"Howard, where's Raj?" Leonard whined as his dream became ridiculous. "Why is Bernadette Thor?"

"I don't know." Howard beamed and looked back at his powerful Asgardian girlfriend. "Isn't she adorable as a goddess?" He and Bernadette beamed to each other as boyfriend and girlfriend and giggled. "I think the costume makes her more than hot." Howard had a thought. "Leonard, are you harboring feelings for my girlfriend?"

"No!" Leonard resisted. "I have no feelings like that for Bernadette…. Oh, this is ridiculous. We can't fight anyone like this!"

"Oh, come on Leonard… Give me a chance." Bernadette reacted hurt. "I mean, look at what I can do." She lifted Mjolnir and the sky cracked with thunder. Pedestrians scrambled to get out of the bad weather and ducked into shops and restaurants as a bolt of lightning hit Sheldon. Speeding across the street in the blink of an eye, Bernadette hit him with lightning again. Speeding to the end of the street, Sheldon was struck by lightning again. Rushing to the next block in a second, Bernadette blasted him again without even seeing him. Howard and Leonard started laughing as Sheldon raced back to them. Suddenly appearing, Sheldon returned unable to with his cowl and costume burning and scorched from the lightning. With his brown hair sticking out of his torched mask, he looked like a partially burned cherry Popsicle.

"Stop hitting me with lightning!"

"I love this hammer!" Bernadette giggled. "I love being a goddess! I want to wake up like this!"

"How could this dream get any worse?" Leonard grieved.

"Sorry I'm late…" Raj dropped down from the roof of the restraunt nearby as if he was the Hindu Spiderman in the black costume, but when he stood up, Leonard started freaking out a bit more. Raj was wearing a full-body Kevlar bodysuit, and he was carrying a staff that he could use as a weapon.

"No! No-no-no-no-no-no-no!" Leonard was screaming. "I got to draw the line here. I wanted Penny as the Black Widow. I gotta stand my ground on this."

"Why can't I be the Black Widow?" Raj looked as if he was about to cry. "Come on!" He paused about to scream. "I am not being Aqua-Man again! He sucks."

"Please wake up…" Leonard was stressing out as his dream went further askew. From overhead, he heard the sound of turbines getting closer, and the five friends arched their heads upward to the red and silver armored figure descending down between them. It looked like a robotic knight from out of the days of Arthurian lore with a shining heavily armored battlesuit covering the entirety of this figure's form and two small-lighted lens in the flat curved faceplate that served as this being's identity. The air rippled and the wind rushed as the figure descended, but up close, Leonard was first to realize that this figure was smaller and sleeker than the Robert Downey Jr. version of the movies. It was thin and more feminine with an exaggerated female shape comprising an overly heavy chest piece atop two long legs. Howard smirked a dirty little grin and looked to Raj. Bernadette looked as if she were about to start giggling, but Sheldon just stood in the background with his arms crossed over his chest distantly observing as Leonard came to face this feminized hero.

"Penny?" Leonard watched her land with a loud metal clank hitting the sidewalk.

"Sorry, sport!" Amy Farrah Fowler popped her helmet open and mugged a bit without her glasses. "Sorry, I'm late, but it takes a while getting used to this new gear."

"Why Amy Farrah Fowler…" Sheldon reacted impressed. "I never would have imagined…."

"Neither would I…." Amy simpered a nervous embarrassed smile. "This costume is giving me a wedgie you'd never believe."

"This is the worst dream I've ever had…." Leonard turned round and sat on the curb. "Does anyone know where Penny is?"

"What do mean you have nothing in my size?!" A voice screamed from the dress shop, and a cash register smashed its way through the front window and rolled across the street as a taxicab swerved to miss it and a van came to a screeching stop. Dress shop employees and customers started racing out in a panic from the front doors. The lights were flashing on and off. Someone was screaming.

"Good Lord, Leonard, you forgot about the Hulk!" Howard revealed, and Sheldon shrieked like a little girl then vanished rather than face the one person he was afraid of overdosed on gamma radiation. Howard and Bernadette exchanged worried looks, and Raj hailed a taxi.

"Dude, you can handle this yourself." He slipped into the taxi's back seat. "India, and keep driving…" He told the driver.

"Look, Leonard…" Howard and Bernadette watched Raj's taxi pull off and started stepping back. Bernadette started swinging her hammer like the blades of a helicopter. "You don't need us here… You, Amy and Penny can handle this on your own… we'd just get in the way." He turned secretly to his girlfriend. "Get us out of here…"

Leonard and Amy watched as Howard lifted up carried by the power of Bernadette's Asgardian hammer, then looked at each other nervously. There was more screaming and yelling from the dress ship as a large cracked started in the sidewalk under them then started cracking up the side of the building. Leonard looked scared. Amy rolled her eyes back and forth nervously.

"Leonard!" Penny screamed unseen from the darkened structure. "What did you do to me?!"

"What?" Amy pretended to hear a message through her helmet. "Yes… I'll be right there." She looked to Leonard. "Gotta go, Commissioner Gordon needs me…" She pooped her helmet back in place with a metallic clink and activated her boosters to lift her off the ground.

"No, he didn't…" Leonard recognized the lie. "And besides, Commissioner Gordon is a Batman character!" He watched her taking off and flying off toward the Empire State Building. "Get back here!"

"Leonard!" Penny screamed getting closer. The building was cracking and widening around her. Amidst the sounds of the structure aching from the crumbling floors and the shattering walls, the sounds of angry screams and painful groans continued to sound from the structure, but from the shadows deep inside, Leonard could see things in the flash of light, a large powerful female form in hues of green with wild controlled hair getting larger and bigger standing up to two stories tall…. She was angry, and getting more furious by the second.

"Oh my lord… she's bigger than I thought…." Leonard whimpered. "Wake up…." He tried to jar himself out of this dream. She was getting closer. He could see two bright green eyes from the darkness of the collapsing structure. She stood almost twenty-five feet tall now. People were deserting the streets. Motorists deserted their cars.

"Wake up, Leonard…" The short physicist felt even smaller to see a kneecap that reached over his head. "Please wake up…" The front of the building collapsed and blocked his view as two giant green hands reached out and supported the larger body coming from behind them. From the darkness, those two bright green eyes started emerging from the shadows along with a huge grinning mouth of sharp white teeth shaped by two green lips. Leonard started screaming…

Waking with a jerk, Leonard felt his heart pounding furiously in his chest. He felt as if he was having a heart attack his heart was pumping so fast. Lying next to Penny in her bed in her apartment, his eyes struggled to adjust to the darkness as his fingers picked up his inhaler from the nightstand and gave a quick spray into his mouth to help his breathing. Penny turned on the light.

"What's up?" She sleepily woke up. Leonard just looked at her blonde hair and golden pink skin and figure. She looked normal. She was normal. She was still beautiful and no larger or greener than when they went to bed.

"Nothing…" Leonard tried to forget the dream, kissed her and reached to switch off the light. Tiredly looking around once, Penny just shrugged her shoulder symbolically and sank into bed next to him with her head in his chest.