As people all around the world asked their questions as to the blackout's origin, tired SHIELD Agents slowly dragged themselves into their headquarters on Paris Island. it had been one tough night for them. With New York police and hospitals taxed far beyond their measure, it had been SHIELD who had picked up the slack this horrendous night. They had done every type of job conceivable. They had quelled riots, doctored and ambulanced the sick and injured, fought fires, and tried to restore order. They had worked harder than any of them had ever worked before, poured their blood, sweat, and tears into preserving what lives and property they could. Now they were tired and all just wanted to get some food and some sleep.

That wasn't meant to be. Before they even made it back to the complex, they had received new orders. Everybody, all seven hundred Agents currently stationed in the New York Headquarters, had been called to the graduation hall which was connected to the training school. It was the only place in the headquarters that could hold all the agents at one time.

Tired, bloodied, and worn, the Agents filed into the hall, to slump into their seats and try to not fall asleep.

While many filed into seats, all did not. Field Leader Oliver Queen stood by the back doors and watched the Agents file in. By his side were Agents Ben Turner and Roy Harper. He trusted them, right now he wasn't sure who else he could trust. The problem was a group of alien robots, self-styled cosmic policemen, known as the Manhunters, had infiltrated the very heart of SHIELD. They had some vast plan, which had included the blackout, which had ravaged the New York. They had tried to kill some of Oliver's closest friends and left many of his friends and loved ones in terrible peril. Now, the three of them may well be the only thing that stood between these Manhunters and whatever devious plot they had begun to hatch.

Oliver watched as the hall began to fill. He noticed that several of his Alpha-level operatives had made their way close to him. New agents Chase Lawler and Elizabeth Lockhart had moved within close proximity, as had John Henry and Duchess. Oliver had considered letting them in on the truth, but he had decided against it, because he just didn't trust any of them. He had trusted Agent Mark Shaw also, and he had turned out to be one of these ‘things'. Now, the only people he was sure weren't ‘one of them' were long-time friend Turner, family member Harper, and Forge and Henry Pym, who were currently being held hostage within the Headquarters. He was also confident that Agent Sasha Martens wasn't, but she was currently in the infirmary nursing wounds.

Oliver gritted his teeth and wondered how he could have missed all the signs. In the last year, his team had been slowly whittled down from the people who he could trust. Agent Frank Castle was discovered to be a traitor. Agent John Walker was gone. Ben had barely survived an assassination attempt on his life while on vacation. Agent Rachel Leighton had simply vanished after taking ill after a mission. Oliver himself had been put through the ringer and barely escaped with his own life on several occasions.

Oliver was jarred from his thoughts as he saw certain Agents start to make their way up to the podium.

"Karin?" Oliver heard Ben whisper as he turned his attention to follow Ben's line of sight. Sure enough, Karin Grace, the love of Ben Turner's life, was one of the Agents making her way to the podium.

Oliver and his friends watched in shock as other familiar faces made their way up the aisle. Included were Jessica Woo, Oliver's personal assistant, and more amazingly, Ben Foster, SHIELD's head of the Science and Technology Division.

As several others joined them on stage, a man Oliver had never seen before took center stage and came to the podium to speak.

"Attention, everybody. My name is William Vickers. I am sure you have a lot of questions, and we will deal with them all in time, but right now I have a statement that I will read to you, then you all be allowed to get some much deserved rest and food, and we will deal with the debriefings and clean-up later.

"At around seven PM Friday evening, a terrorist group known as the Sons of the Serpent hatched a plan to create widespread chaos in New York City. They released a virus within the computers which regulate the city's power, and backed that up with a massive energy-stealing device of unknown origin. While at first we suspected their motives were purely chaotic in nature, it was in fact part of a cold, calculating plan to infiltrate this very SHIELD Headquarters, overtake it, and destroy it . . . "

Whispers of horror and disbelief rumbled through the crowd. Oliver could hardly believe what he was hearing. It seemed that someone had instituted a cover-up of lies and pure propaganda. He watched in awe as Vickers continued.

"Worse still were the discoveries that Agents within the facility were discovered to be double-agents, working for this terrorist organization. With there help, the terrorist almost succeeded in destroying this facility and the entire city.

"Luckily, thanks to the dedication and determination of you fine Agents assembled here, we were able to put a stop to this devious plot and save not only this organization, but much of the city as well. We have now discovered the traitors, and all of the terrorists, and have put a stop to these actions.

"We here have also decided that this infiltration has proven a need for change within this organization. Certain factions within SHIELD have fallen into stagnation and this will no longer be permitted. It is time for some changes to be made, and the people here on this stage are going to help make them. Karin Grace, Head of Psychology. Ben Foster, Head of Science and Technology. Jessica Woo, Head of recruiting and Personnel. Along with Mark Shaw, Head of Covert operations, and myself, we will be ushering SHIELD into a new millennium. We will be sleeker, meaner, leaner, and more effective. Nothing like the events of last night will ever happen again."

Oliver watched in disgust as the agents were suddenly filled with newfound energy, as they leapt from their seats and cheered. He had to admit, Vickers had serious charisma, and had whipped the agents into quite a frenzy.

He was so swept up in all the excitement, he hardly noticed as a handful of agents surrounded him and his friends, injected them with something, and darkness consumed him.

Vickers smiled as he focused on Oliver. "It is nice to see you are awake now Mr. Queen . . . "

Oliver could do nothing to hold back his rage. "What the hell is going on here . . . "

Vickers calmly began to pace, and seemed to slowly prepare what he had to say. "Oliver, it is quite complicated. There are forces working against this world. Forces of great evil. Forces that you humans are completely unprepared to combat. We were built to be the ultimate policing force in this universe. Since you can't save your world, we are here to do it for you.

"We know that had we come and simply revealed ourselves, you would have never accepted us. So we did things our own way. We are here to help you, but in your egocentric minds you never would accept that . . . "

Oliver spat in disgust. "Help us? By eliminating my team? By trying to kill us? By destroying a city?"

"We were simply making sure that only the fittest survived and prepared for the coming darkness that shall descend upon this planet. You had to be tested, just as we are testing others around this world right now. We have to make sure you are prepared for the war that is coming.

"As far as New York goes, what we did was necessary. It all plays into out future plans which will not only help strengthen and control not only this city, and this organization, but the entire world itself. We do what is necessary to complete our mission."

Oliver strained against his restraints. "What about now, are you going to just kill us?"

Vickers laughed. "Hardly Oliver. Your death right now wouldn't serve us at all. Your disappearance would just lead to questions that we don't need, and we can't risk bad attention at such a critical juncture in our plans. You all have a choice, stay and help us with our mission, or . . . "

Oliver and the others watched as Henry Pym walked in surrounded by several SHIELD Agents. In his hands were a handful of headband-looking devices with numbers of wires and mechanical devices connected to them.

Vickers continued. "We will erase the very memories of us from your head. In the end, when it comes to SHIELD, you will only have the memories we select, and you will retain no memories of the Manhunters. Please don't consider Mr. Pym or Forge, who helped us build these machines to be at fault. We told them to aid us, or they and you would simply be killed. Don't worry, we have tested the technology, and we will be careful not to change any inappropriate memories.

"The choice is yours . . . "

"You are mad . . . " whispered Oliver, the full extent of the Manhunter Agenda finally sinking into his overwhelmed head.

"Karin?" said Ben, confused.

Karin Grace came forward, "I am truly sorry Ben, that I had to deceive you like this. Join us and we can be together . . . "

"Let me go . . . " screamed Duchess as she tried to break her bonds. She was unable to.

Vickers continued. "I am sorry. I can see by the look in all your eyes that none of you will be willingly to join our cause. It is sad really, you are all fine Agents, and your skills will all be missed. Maybe after some time on your own, you will be ready to come back and join us. We are fighting the good fight here Agents, there is a great war coming in this world, and we may be the only one's to stop it.

All the retrained Agents of SHIELD tried to resist as the headbands were placed on their heads, and then everything went dark . . .

Sasha looked around for a moment, and made a mental check to make sure she was doing the right thing. She picked up the two pieces of paper that were still sitting on the kitchen table. The two papers that she had spent a great deal of time the past few days staring at.

The first was her discharge papers from SHIELD. For all the time she had spent with them, for all the love she had once had for her job, she just found it wasn't there anymore. The mystique that had made SHIELD such a wonderful job just wasn't there anymore. The whole ordeal with Frank Castle, the inner politics, it was just to much. She decided the time to get out was now, and she believed it was a wise decision.

The other paper was a letter from her father, Jonathan Martens. He was current director of the government's Project Pegasus. He had offered her a job with security there. The combined benefit of being close to her father and a chance to work with the government's elite alien recovery and security division had been too much to resist, so off to Arizona she was going.

Sasha heard the honk outside her door, grabbed her suitcase, and said goodbye to SHIELD and New York.

"Where are we going, daddy?" the inquisitive young girl asked.

Roy thought for a moment, then smiled, as he kissed his child on her forehead, "On a vacation honey. How would you like to go out to California? We can see auntie Carol, you can go to Disneyland, and we will just have some fun."

"No more work, daddy?" Lian asked.

"No, honey. Daddy is done with work for awhile, daddy is gonna spend more time with his little girl, sound good to you?"

"Yeah!" the little girl exclaimed as she wrapped her arms around Roy and brought a tear to his eye.

Forge scratched his head and sighed as he brushed the soot off of some mechanical device that had once been part of his extensive inventory of ‘toys' in his basement.

"Guess I better find my credit cards in here. Something tells me the guys at Home Depot are gonna become my new best friends . . . "

Duchess fell to the ground, screaming in agony. All the past had come rushing from her subconscious, a flood of memories that had been repressed.

Duchess raised her hands to the sky, bloodied and bruised. She could barely see from the tears that flowed from her face.

"Father," she cried, almost incoherently, "why did you abandon me . . . "

The woman known as Duchess curled into a fetal position and cried.

Pym put down his glasses for a moment and wiped the sweat from his brow. For just a moment he had a lapse in his technical attention. For just a moment he wondered what his friends Forge, or Oliver Queen, or Captain America were doing right now. He had a sudden twinge for a little adventure, a little excitement. For just a moment he missed his days with the Avengers League.

Pym smiled, and put his glasses back on, and went back to his calibrations.