Characters are mostly Marvel's.

Earth 1818...The EXiles, Blink, Songbird, Sabretooth, Spider, Gogo Tomago, and Spiral, are put down in a secluded wooded area. They look down a slope, still under cover, and see a group of soldiers and medical personnel at work in a devastated town

Blink: Canadian soldiers. Anyone know what town that is? No? It was hit pretty hard.

Creed: Heather said this world is about to fall into a dictatorship, one run covertly by SHIELD. It is not supposed to be.

Spider: Should we go down there and find out what's going on? Maybe they just had a battle with SHIELD.

Morph: From all we've seen SHIELD isn'y exactly an army of destruction on other worlds.

Spiral: This is not other world's. SHIELD is about to rule this world entirely, and we're supposed to stop it. How do we know the town below is SHIELD's work?

Blink: Given that this is a world free of mutants and paranormals, I think Gogo should walk down and find out what she can.

Gogo Taking off her helmet: I'll see what I can do. Maybe I can find a talker.

Off she goes. The rest watch as she helps an injured woman get to a resting position. They chat and Gogo moves on to others.

Spider: This doesn't feel good.

Creed: Are we being watched?

Spider: No, nothing like that. It feels off, like we're too late, whatever happened here needed our attention an hour or two ago.

Gogo returns

Gogo: Everyone says the same thing: a big, blue monster attacked the town and destroyed everything in sight. The army came and couldn't slow it down, they used a gas attack to stop it. Some of the townfolk got gassed too. They say most everyone is dead.

Blink: Any idea where they took the monster?

Gogo: No, just that they went west. It seems we're only a couple of kilometres from the headquarters of Department H.

Creed: So let's start walking.

As they go through the woods they soon see tall building in a clearing. It is incredibly busy. There is a large hole in the wall on the north side of the building about three floors up.

Creed: I don't see how we can get close enough to do anything without getting arrested. Spiral, Blink, Spider, you three stay here and stay out of sight. The rest of us will move in and offer our help. Somehow we've got to find out what's going on here.

Sabretooth, Songbird, and Gogo head out and walk past the soldiers and into Department H unchallenged. Soon a truck drives out, straight for the three hidden EXiles.

Blink: OK, this is strange.

Spider: Isn't that Creed?

Blink: What is going on? OK you two, stay down until they pull up. I think we're expected, though.

THe truck pulls into the woods, stops, and the three pile into the back, out of sight. Creed opens the back window as the truck turns around.

Creed: It seems Department H 'saw' our arrival on their world and have been watching us. They want us inside quickly.

Spiral: So we're doing what here?

Creed: Just stay in the truck until I give the all clear. We've got a special entrance to go to that will take us away from prying eyes.

THe truck pulls into a quiet zone and all five people aboard sneak in. They go down a flight of stairs to a special elevator, which takes them to...

Judd: I am Director Eugene Judd, head of Department H. I've already met your partners, so who are you?

Blink is surprised at how calm Judd is, and that he isn't taken back by their appearances. He is maybe three feet tall and looks to be at least 70.

Blink: People call me Blink. This is Spider, and this is Spiral.

Judd: So be honest: what exactly are you?

Blink: Three different kinds of mutants, sir.

Judd: Mutants? Kinds of mutants? He turns to the driver You know what she's talking about, Langkowski?

Walter: In general, yes, but mutants like this are well outside my experience.

Blink: On other worlds people are born with special abilities, like me. Some people get them by experiments, some by accident. BUt we all wind up being called mutants.

Judd: Your man Creed here says you're from other worlds and you're here to help us against SHIELD. Too bad you're out of your league.

Creed: Beg pardon?

Judd: Six, uh, mutants aren't really going to make a difference here.

Blink: Can you bring us up to speed? We seem to be a bit misinformed. We thought this world had no paranormals but your man here seems to have some knowledge of mutants and that town was levelled by some sort of monster...

Walter: The mutants I know have 11 fingers and two hearts, stuff like that. Not purple skin or six fully-functional arms with talons.

Judd: Maybe a history lesson will help. After World War II we set up the United Nations to help keep the piece. Covertly, they set up an organization called SHIELD to put out fires before they started. I was with SHIELD for 30 years, right from the start. We did our jobs and were quiet about it. No wars, terrorists were stopped in their tracks, the world was a good place for the most part; not that little wars didn't flare up or bombs didn't go off in unexpected places, for the most part nothing bad happened. But SHIELD started to change before I left. It had always been mostly funded by the United States and the Americans tended to want SHIELD to solve problems for 'freedom and democracy'. It didn't mean an end to cruelty or dictatorships but that wasn't the point. The U.N. wasn't out to interfere in every country's politics.
Then about 15 years ago a missile sank an American destroyer. SHIELD could've gone into the offending country and dealt with it by force before it happened but it really that wasn't possible at that time. The Americans created a big fuss and the head of SHIELD, Brüne Van Der Saar, was forced out and so was most of SHIELD's hierarchy. When the dust settled a man named Ross was in charge and he really answered to the American president. After a year I had enough and retired. SHIELD had turned into a 'weapon' of change, disturbing world order. Even though I was out I still had a couple of friends.
They told me that Ross was gone quickly and a guy named Anthony Stark was in, a golden boy.Looks at Walter He was brilliant but a bit, well, unstable. SHIELD was now fully integrated with the U.S. and went out to get the rest of the world in line with 'freedom and democracy'. Leaders fell, trade policies changed, it all happened so fast.
One thing Stark also brought to SHIELD was new weapons. He had something called the Guardsman armour that he sold to several armies. But he stopped making them and everyone quickly found out that the armoured units he sold to the Americans were vastly superior, they made tanks and jets virtually obsolete as weapons of war. Naturally other countries didn't want to become vassals of America so they tried to develop their own armour.
Britain and Brazil were stopped early on but some countries got to a point where they could challenge the U.S. armour. The U.S. couldn't attack, but SHIELD could.
Stark had his best scientists set up 'disasters' to clear out an area, then he'd send in his SHIELD armour, Iron Men we call them, to take out the 'enemy. China and Japan were building robots, next thing you know a virus shuts down the area around the manufacturing plant, no media, the Iron Men go into battle and wipe out the robots. SHIELD then takes no prisoners. The 'plague' is blamed for the disaster at the plant. Russia had Dynamo armour and I heard it was a match for the Iron Men. Next thing a nerve gas attack drives people out, same story repeats.

Creed: Sounds like your SHIELD is pretty cutthroat.

Judd: I'd say so! Stark has surrounded himself with scientists, not soldiers, and he lets them experiment as they please. Reed Richards, Sue Storm, it's pretty hard to match wits with SHIELD no matter how you look at it.

Blink: So what's going on now?

Judd: Well, Canada has been friends with the U.S. for a long time so SHIELD left us alone, being allies and all. But when the Iron Men started taking out the competition I was brought back to run Department H and try and maneuver us into safety. For two years it worked but now we're out of luck. I had brought in some of the best minds I could, guys like Langkowski here, already a Nobel prize winner two times over and not even thirty; Alec Thorne, maybe smarter than Walter but a bit scatterbrained; Roger Bochs and James Hudson, two engineers who know most technology inside out. I let them run whatever project they wanted with the hope that they could come up with discoveries without SHIELD interference. It didn't last.
That hole in our building? SHIELD snuck in a spy who planted a bomb there. We were snookered but good. Thorne and Bochs were killed.

Spider: What has SHIELD got against you.

Judd: Honestly, a lot. Langkowski et al were a challenge to SHIELD's best. Me being ex-SHIELD makes me a 'traitor'. And I had my scientists working on one of my projects... the Guardian armour. SHIELD found out. Plus, we may be allies but we aren't in SHIELD's alignment, so that won't be tolerated anymore. They created that monster, blew a hole in us to make it look like we created the beast and it got away from us, destroying everything in its path.

Creed: Doesn't seem to fit the SHIELD M.O. you gave us. What's up?

Judd: We're the last organization with any power not under SHIELD control. Even the Canadian P.M. bows at their feet now, but he refused to shut us down. He'll be out of a job by the morning. Richards probably created the beast and SHIELD will take us down without a doubt. They don't need to hide anymore, who's going to stop them? There's no point to covertness is secrecy is just busywork. Then Stark will proclaim SHIELD and the Iron Men the world's protector and go about his business of ruling by the President's side. For now. I can't see Stark living with that arrangement. He's got the Iron Men, an army of them, better tech, better scientists, better spies. If he takes us down there'll be no one left.

Spiral: Won't the populace support you?

Langkowski: SHIELD has been pulling string to make us look like Nazi eugenicists. 'The monster was created by Department H, how many more abominations are held within those walls?' Not much we can do about it.

Blink: We can help. We've won tougher battles before.

Judd: Look at yourselves. If you show up the world will see the 'monsters' the media says we've created. All we've got is our army and twelve Guardians. They'll give the Iron Men all they're worth but they won't last long enough. This time the 'glorious Iron Men' will fly in and destroy the evil that is Department H, to world acclaim. Before the clean-up is over we'll be an American protectorate and SHIELD will rule the world.


End of Part I.