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As both teams move to escape the complex, they are set on by MODOK - a massive headed figure wielding psionic attacks supported by robots.



The complex was rocked with explosions as both teams fled down the various corridors snaking underground through the base. Shutting down the internal security processes had an unfortunate side effect of shutting down the containment protocols on a number of rather unstable experiments and they ran past oblivious tech teams who were just trying to flee their research labs as quickly as possible.

"Secondary hanger, people. Debris has made it unusable for their evacuation purposes so you shouldn't meet too many 'friends'." Coulson said over the comms as he and Agent May lay down suppressing fire on the last squad of guards left on the platform. Behind them, SHIELD transports buried in the afternoon sun; a monument to Agent May's scorched earth approach.

The corridors merged at a junction, and the six X-Men found themselves back in a group with a well built blond man easily keeping up with them. As they reached the platform, a quick telekinetic blast cleared the final AIM opponents and Agent Coulson met them.

"Good work. Captain Rogers, sir. You, uh- dropped this." He handed over the red, blue and white circular shield with something akin to reverence.

"Thanks Phil. Tony would never forgive me if I forgot-" He suddenly shoved Coulson to one side and pivoted, raising the shield to block a purple blast of energy.

"No, no, no... it's rude for a guest to try and leave without saying goodbye to his host." A massive figure descended to the platform on a plume of thruster fire. His head and face was massive, encased in gold and purple armor, with a pair of small arms and legs sticking out like some kind of futuristic Humpty-Dumpty. The purple gem in the middle of his forehead began to glow and all around the platform, mechanical forms started to pull themselves up from the edge.

"I thought I'd bring along a few friends to try and convince you to stay."

Jean gave the man's appearance a slow blink of surprise before arching a brow. She definitely was not expecting anyone like that. But at this point a "normal" looking person would be the outlier.

"Nope," she said, snatching up a couple of mechanical forms with her telekinesis before throwing them at the gold and purple man, specifically toward his face.

"I think he's had enough of your hospitality."

Something was clearly off kilter with his radar....no, no if the heart rates of his teammates was any indication, what they were seeing was just as off kilter as what he was. Okay then. Giant head and robot. The robots Jean 'tossed' bounced off like toys and that made no sense either. While he couldn't feel any sort of telekinetic force directly, he could feel the change in wind as the things flew through the air and how hard they were repelled. She hadn't thrown them lightly. "Nica?" he murmured, "Think you can do something?"

"I can try?" She sounded a little doubtful - she could feel the energy radiating off the... man? but it was hard to process where on the EM spectrum it sat. She switched to X-Rays, her 'ghosting' default, and glided through the air aiming at the outlandish figure. As she reached him, however, there was a flash and a shower of sparks, along with a small explosion, and Nica was flung back through the air and landed in an ignominious heap at Captain America's feet. "Ow," she managed, lying still for a moment with her eyes closed, getting used to being solid again. "That sucked."

"Good try, kid." The shield spun over her head, hitting the creature dead centre where the gem was. But it impacted with a purple flash against a shield inches away and ricocheted off. Fortunately, the path bounced off a pair of robots, forcing them back, and right back to the Captain, who snatched it from the air and brought it down just in time to block a shot from the cannons aimed at them both. "We're not going to get very far against that shield!"

"You're not going to get anywhere, Rogers. It's time to put down you dangerous freaks and genetic outliers. I am MODOK: Mechanized Organism Designed Only for Killing. I have one duty, and it starts with the elimination of you all!"

He was what? Seriously? "He's a ....cyborg," Matt announced, finally figuring out what was going on. "Or at least, there's organic components. But I can't get through if you guys can't. But if we target the bio-bits?" he suggested. That might help.

"Only if we can get through its forcefield first," Nica replied, picking herself up. She paused long enough to knock a couple of robots back with a blast from her fists, before climbing to her feet. "Anyone got any ideas on that? I can't get through with my powers - there's too much energy there."

Jean narrowed her eyes at MODOK. For some reason he really, really pissed her off. A telekinetic blast made the robot that was coming for her explode into bits.

"I've got a few. We'll just have to keep trying," she said. TIlting her head, she decided to try the trick that worked with alternative Amanda, grabbing all the bits and bobs of robot parts and trying to use them to obscure his vision. Perhaps they could at least get the Captain out.

"Isn't Mrs. Potato Head wondering where you are?" she said.

"Humour is the ghetto of the mind, genetrash!" A chain of explosions nearly enveloped her in response. Kane tossed a huge crate in the way, which blocked the attack, forcing MODOL back for a moment.

"I don't think he likes your jokes..." He said as the strange figure gathered himself and turned to launch back on the attack.

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