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Erin nodded at that. "We can definitely make sure that the place where they're holding the bomb isn't open for business after we get done, if you think that will help." Even as she watched the situation unfolding, she was remembering conversations she'd had with Hope, conversations that had included things about the old superheroes. Maybe 1953 hadn't just been picked by chance by Omega and his goons. Midnight's last stand had been that year, and after his death, there were no more heroes for a long time. It was a terrible thought, but what could they do now, when they had too many worlds and so little time? "Do you have a way to get out of the city?" she asked the older hero.

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At the news the superpowered teenagers who'd so mercilessly destroyed an entire armored column with air support weren't going to be staying, Travis paused for a moment and looked up at the shrine to the fallen mystery men along one wall. A long, silent pause stretched in the empty bunker, before Midnight looked back at the heroes. "Do the damage you can. Our evacuation to the interior will have begun when they came for me. They will need time to finish..." A bare pause, and then "Have heard Ubermensch may be coming personally to collect the bomb. Will have to move fast." He pulled his mask back down, and the scarred, past-his-prime veteran was lost before the dark-faced mystery man. "Midnight. Familiar with Grue technology?" When Trevor didn't disagree, Travis went on, "Appropriated a stealth system from flying saucer. Will take the Cruiser with passengers. Need assistance in deployment." On closer inspection, the Grue technology was probably how this heavily-armed car had been able to pass unnoticed under the Nazi thumb for so long. While Trevor and his grandfather's shadow worked to prepare the Night Cruiser for what might be its last deployment, Edge walked over and stared at that monument to so many fallen heroes. For once he had nothing to say, so instead he tentatively offered to help with the modifications to the Cruiser. He didn't know a damn thing about technology, but he was able to intuitively have just the right tools on hand, even before the Midnights could look his way.

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Trevor worked in silence along side the Midnight or Erde, their shared competency and skill at reading familiar body language making spoken words unnecessary. It didn't take the astute youth much effort to realize the implications of their local ally's brief explanation. This was a Midnight preparing for his last stand, a final fight to do what little good he could in an ongoing war he could no longer win. It was the very soul of undeterrable courage and moral fiber that his grandfather had always held to, that had inspired Trevor himself, and it burned like fire that he couldn't stand with him in that hour. Faint wisps of midnight mist rose from the quiet young man's face, almost invisible in the murky cavern as he blinked them away. "Good car," he noted finally.

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Erin didn't have nearly the technical expertise of the two Midnights, but she had a solid enough grasp of the fundamentals to be able to help some with the work on the car. She could see that the situation was affecting Trevor, and how could it not, really? Making a big deal about it would only embarrass him and slow things down, but she stayed close by as quiet support. She resolved internally that whatever time they had on this world, she would personally devote to screwing up as much Nazi military and infrastructure as possible. Maybe it wouldn't help in the long run, but it sure couldn't hurt.

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When the work was done, Midnight tested the stealth generator, which actually turned out to be more of a camouflage device. While the rippling hologram that encased the Night Cruiser might not have fooled anyone on Earth-Prime with access to real super-technology, on Erde in the 1950s the machinery disguising the Night Cruiser as just another Wehrmacht truck was probably foolproof. The kids all piled into the the back to become illusory Wehrmacht soldiers, clinging to the rear of the Cruiser and looking like they were sitting inside the back of an open-topped truck for the ride through Arbeitstadt. No, Mark reminded himself as he got on board, hanging on to a car that had had its passenger seats removed years earlier, not Arbeitstadt. Maybe the Nazis would run this place for years, but they would never rule the people. By 2011, this would be Freedom City again. Too late for those alive now, though. Travis pulled Midnight into the front seat with him, the disguise making them look like bored guards, and soon they were off. The truck drove up through a twisty underground ramp, its tight confines making the heroes in back cling to the side of the Night Cruiser, and after a few moments of precipitous driving in the dark they were off into the heart of what would some day be Freedom City again.

Freedom City was a charnelhouse. The fighting here, Mark remembered, had been vicious when the Germans came: house-to-house struggles had seen almost all of the city destroyed. The bombed-out city still had not been repaired even years after the German conquest, either; thin, bedraggled civilians crept furtively through darkened ruins as they went, most living behind the barbed wire erected by the Nazis and all under the watchful eye of sneering Gestapo agents. Freedom City might rise from the ashes some day, but for now these were dark days indeed. There were no hitches as they went; Travis' fake ID and perfect German got them through all the checkpoints as they passed through the city and headed for Von Braun Island, for all that Trevor caught his grandfather's hand twitching towards his .45s occasionally when they saw some particularly loutish German or starving refugee. "Out in force. Must still be looking for you and your friends." A long silence in the cab, and then "Will not be expecting two Midnights."

Out in the back, Edge looked at the others and murmured, mostly for the benefit of those who hadn't been to Erde. "It gets better. It takes time, a long time, but eventually the American Resistance does recover and starts to push back the Nazi war machine. The war...the war is still going on in 2011, but the Resistance is winning. They've even started to rebuild Freedom City. It just..." He looked around as they headed through bombed-out suburbs. "They never had a Centurion here, or a Liberty League till it was too late. The government never trusted the mystery men, even tried locking some of them up...when the Ubersoldaten came, they never had a chance. "

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Cobalt Templar had stayed silent back in the cave, helping where he could, but otherwise trying to stay out of the way. Something had told him there were solemn moments going on, and he ought not to interfere.

A little while before they left, he'd spent a few minutes a bit deeper in the cave, going through some short meditations that refreshed his powers a bit (not that they really ever "ran low" these days), and helped him clear his head. Mostly. He couldn't help but spend precious seconds conjuring a 12-inch tall figure of Quo-Dis, one that had only a pale imitation of the life he loved so much. A single tear, this time of regular salty water, rolled down his cheek; he angrily wiped it away and dismissed the figure.

'We'll save everything, Quo-Dis. I promise. No matter what it takes. I'll make sure you live.'

****************************************************************

Not wanting to risk too much detection, CT had elected not to use very much of his power to stay stuck to the side of the vehicle. Nonetheless, his added bulk meant he conjured a few strategic straps to help keep himself in place. He listened as Edge talked. It was probably one of the few things helping him not get sick. He'd never really been exposed to this sort of thing, even though he'd studied plenty of history (which had plenty of darker moments).

"Let's just hope what we do here today makes things just a little better for these people. I hate leaving them like this...Hate not doing more."

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Trevor made a brief sound that might have been interpreted as a dark note of humourless agreement at the Midnight of Erde's observation, watching the going-ons outside the vehicle with narrowed eyes behind the ruby lenses of his mask. The young man opened his mouth more than once during the ride to apologize, to explain how much he wished they could stay and help, but it would have been wasted words. Even more so than his grandfather back home, this Midnight was a solider, and he had already been told the stakes Young Freedom was fighting for. He wouldn't let the odds or his own concerns stop him from making the tough decisions and doing the right thing, and neither would Trevor.

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For his part, Erde's Midnight had evidently said all he cared to say: this Travis had an interest in young people too, there just wasn't the time to deal with it now. Eventually the Night Cruiser reached its destination: the heavily-fortified, swastika-emblazoned Von Braun Island base. Midnight's fake IDs got them through the security perimeter, and once inside he immediately parked the Cruiser at the edge of the garrison's motor pool. This late, and at the angle he'd chosen, only a sleepy guard inside the main building so much as glanced their way. "Will create a diversion in the next few minutes. Do all you can. All that can be done." And with that, and a single clasp on the shoulder for his alternate protege, Travis Hunter slipped away into the night.

It wasn't hard to guess where the reality bomb had to be: the kids could all see the open-topped warehouse that was glowing with suppressed red and black light, the dark glow visible even against the star-dappled, just nearing-dawn sky of 4 AM. Slipping inside, they found a gray circular structure incorporating the great device. Beneath the retractable dome roof, banks of supercomputers, monitors and other scientific equipment lined the walls, with ladders leading up to the similarly equipped catwalk levels ringing the interior. The equipment looked retro to their eyes, but this was the top of the line for 1953. Under the catwalks were two sets of sliding metal doors, one leading outside and the other to the rest of the Space Control Center.

Dominating the building’s interior was a huge, red-black sphere connected via cables to various scientific instruments along the walls. The sphere pulsed with a weird, crimson energy which makes the air itself crackle. Before the heroes could investigate further, the lights suddenly snapped on! A tall, blonde man in a white lab coat addressed them in a severe German accent. With all the sinister he could muster, he snarled “Güten tag, herr Amerikaners. I am Doktor Verrill Herman Archeville, und ve have been expectink you. Ve antizipated ze terrorizts in ze reziztance vould strike againzt our Cozmick Enerchy Generator, zo ve had you delivered here, to give you von look at it, before der Übermenschen kill you!” Bursting through the hole in the roof came a squadron of four superhumans, each figures from Freedom City history very much alive in the grim world of Erde where their side had won.

One was a man in an absurdly regular Luftwaffe uniform; the other a short-haired woman in black leather with electricity crackling on her fingers. Behind them, coming down on swing lines, were a grey-clad figure in a cape and cowl, a heavily-armed utility belt at his waist, and next to him some sort of freakish werewolf monster. "Red Eagle, Madame Blitz, Owl and Sea-Wolf...destroy the Americans!"

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"You pompous Aryan toad!" spat Edge, offended by the very nature of this terrible world and by the confrontation with evil ghosts from the past. "Your stupid mad science is going to kill your world and everywhere else. We're here to kick your ass, save the world, and fight for America! Young Freedom, take out the fliers! We can't afford to have Cobalt Templar and Sage fighting alone!" He recognized Madame Blitz: she'd been the best of the Ubersoldaten in his own history, but in this world her moral reservations evidently hadn't kept her from enjoying the fruits of Axis victory. "Stop Blitz!" He pointed at her and suddenly a huge beam of steel fell from the ceiling, instantly pinning the fallen Ubersoldaten to the ground before she could do more than yelp! She was out in an instant, the cream of the Axis crop no match for Young Freedom's power. "Make that someone else!"

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Wander watched as Edge seemed to anticipate the fight even before it started, in the strange way he sometimes had. Madame Blitz didn't pose any sort of threat, as far as she could see, and none of the others seemed to be any more threatening. She was willing to bet that her friends could handle them. As for herself, well, there was no reason to let the big bad guy just watch the show! With a single bound, she leapt into the catwalks, tumbling around and around on the railing to build up momentum before launching herself at Archeville. In an instant she had him pinned down, hands behind his back, his cheek pressed against the grating of the catwalk. "What are the defenses of this building?" she demanded. "Tell me, and I won't have to give you what my friends are giving your goons."

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Archeville struggled in her grasp, but was as helpless against her as his alternate grandson once had been. "Foolish Amerikaner! You vill never defeat the power of the Eternal Reich! This building is guarded by ze finest uber-soldiers in der Reich, mit a full brigade of elite Luftwaffe panzermanns! We shall destroy you and your friends and use der Cozmic Generator to rule Erde forever more!" He wasn't acting scared, but he was shaking in Wander's arms: from what she'd seen of the Night Bunker and those .45s at Travis Hunter's hip, the Resistance did not take prisoners, especially high-ranking Nazi ones.

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Sage didn't waste any time and in a burst of violet light launched herself through the air at Red Eagle. The telepath didn't take a straight path, arching high over the Luftwaffe attired villain, twisting around in mid-flight as soon as she was slightly above and behind her opponent and slashing back in with a crimson blade of telekinetic force. "Your boss is insane," Sage stated almost conversationally as she attacked Red Eagle. "There won't be an Erde if that device is activated."

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"Wait, what are you-" Whether he'd been willing to see reason or not, Red Eagle was abruptly impaled on Sage's psychic blade with a startled Awp! He dropped without another word, hitting the ground with a heavy thump right next to his fallen female counterpart. Things were not looking good for the Ubersoldaten, but they were masters of the world everywhere else. The knowledge of global domination was a potent encouragement for them. How could anyone resist their power?

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Midnight said nothing as he strode forward, retrieving a handful of exquisitely balance throwing disks from his belt without breaking his stride. A single fluid moment sent the razor bladed projectiles out in a broad arc, slicing into Die Eule and Sea-Wolf without mercy. The young vigilante's true targets, however, were the zip lines from witch the Ãœbersoldaten hung, his weapons shearing the cords as if they were empty air. The surprised Nazi's plummeted to the ground, the hairy beast landing in a graceless, unconscious heap while his acrobatic ally managed to roll through the worst of the damage, though he found himself suddenly alone, surrounded and with broken equipment. Wisps of inky mist played about the indistinct edges of Midnight's costume, and any who looked upon him and did not feel fear were surely fools.

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Covered in slash marks, die Eule somewhat shakily got to his feet. "You...you verdammt Amerikaners! You think you can strike us down? This entire base is covered in soldiers in power armor!" He pulled his very last boomerang, lifted it high, and hurled it in a swift, deadly arc towards Corbin that bounced off Cobalt Templar's armor. It looked like the Nazi costumed criminal was running out of options. Putting a brave face on it, he threw open his arms and shouted, "I die a hero of the Fatherland, you subhuman scum, and I will be AVENGED! For the Reich!"

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Cobalt Templar narrowed his eyes at the one remaining Nazi "Ãœbersoldaten". Die Eule's boomerang was no real threat, but it had annoyed him. Not that it took much right now. Now he took a single step forward, falling into a slightly odd stance, his right hand held high and back, like he was going to punch someone. Even though he was a good 20-30 feet away from The Owl.

"Hero of the Fatherland? Soldiers in power armor? I'm not impressed. Wrong day, wrong place, buddy. I'm in a bad mood, and stomping Nazis is just what the doctor ordered."

With that, his fist flew forward.

So did a fist three times larger and burning with bright blue flames. It struck the German "mystery man" head-on.

"You won't get the satisfaction of dying by my hand today."

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Die Eule's last stand proved as undramatic and unsuccessful as it had been in the real world, and the Nazi terrorist was blasted across the room and into unconsciousness before he could say another word. They could hear alarms and sirens going off all over the base, interrupted suddenly by distant explosions: evidently Midnight I's promises of arranging a diversion were paying off. With the rest of the Ubersoldaten thoroughly defeated, Archeville's normally-handsome face, pressed against the floor as she thoroughly pinned his arms, had assumed a truly malevolent leer. "You may think you haff defeated the Reich, heroes, but der real enemy is more powerful than you can possibly imagine. Strike me down and mein real victory will be complete!"

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"Do not tell me you're working with the Terminus," Wander muttered, tapping the evil genius' head smartly against the grating for emphasis. "Isn't this place enough of a craphole already without annihilating the whole planet? Midnight!" she called. "Get that thing turned off as fast as you can! Edge, give him a hand. We'll cover you." Unsheathing her bat, she used it to give Archeville a single stunning blow to the back of his head, knocking him unconscious and inert. Rising, she looked around for any trace of new threat.

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Cobalt Templar stood there for several long moments, a mass of fiery blue energy collected around his ring hand, obscuring the hand itself from sight. His gaze seemed unfocused, and his free hand flexed and un-flexed rapidly. Slowly, his gaze sharpened, the flexing slowed, and the fire faded. After over a minute, he was standing there, calm and dispassionate again.

"Damn Nazis."

He floated over to the others, staying back from Midnight as he worked at the reality bomb.

"Uh...I guess let me know if you need anything. I'll just help keep watch otherwise."

He floated higher, though staying inside the building for a moment. He did his best to keep an eye open for possible Nazi attacks coming from one direction or another.

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Prying a panel of the sphere as tall as he was free, Midnight studied the crackling inner workings of the reality bomb for a moment, the hair under his fedora standing on end as jolts of cosmic energy surged back and forth. With careful timing, and a little help from Mark's shifting of the odds in his favour, he was able to reach inside and disconnect the pulsating power core from the rest of the bomb, rendering it inert as the deep red glow it was emitting faded away. Taking a moment more to trace the lines of power throughout the device, he yanked free a rod about ten inches long and a single inch wide. Unless he missed his guess, the component was the 'cosmic lightning rod' that would have triggered the world destroyer, consuming Erde is a wash of blackness. Tucking the rod away, the young man produced a sizable quantity of plastic explosives, enough to ensure there would be nothing of the Terminus technology left to be salvaged.

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As Midnight pulled the rod free, the glowing red lights within the sphere died down to nothing, leaving only a hollow shell behind. With Trevor's expertise, it wasn't that hard to get the plastic explosive planted all around the Terminus device. "Okay," said Edge, looking impressed at Trevor's acumen, "I think we've got that taken care of!" He eyed the rod, giving it a strange look of recognition. "I could swear I've seen that thing somewhere before, but I don't..." He shook his head, and spoke louder, raising his voice over the sound of the battle outside. "Anyway, we need to get moving. I don't know how long it'll be before we get our pickup, and-"

BLAM! BLAM! Mark spun around, they all did, as die Eule crumpled to the ground with two holes in his torso: the German costumed adventurer dropping the Luger he'd raised while everyone was focused on disarming the bomb. From the shadows behind the bleeding Owl came a grim figure in black, still carrying his smoking .45s. He'd lost his fedora somewhere in the struggle outside, but for the moment, the man who'd been faced with a last stand that evening looked to have a new lease on life. "A fitting end for his kind. Your work here is done?"

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"We're done," Erin confirmed after shooting a look at Trevor and Mark for confirmation. She was more than a little annoyed with herself for getting caught up in the placing of the explosives and not watching the Nazis enough, but what was done was done. "We've got to get out of the building though before they blow this thing into harmless parts. And even though we can't stay, we've got a parting gift for you." She gave the unconscious Doktor Archeville a little shake for emphasis. "I didn't know what you'd want to do with him, but I figure you know better than me what the best thing would be."

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Cobalt Templar had tried to stay vigilant. But he couldn't help but get caught up in watching Trevor disarm the bomb, especially when he withdrew the core pieces. He raised an eyebrow as the young man in black tucked away the pieces, and was about to ask why he didn't just disable that part, too, when the shots rang out. He turned to face the sound...and saw the owl crumple the the ground, bleeding out and gasping as his life left him. CT was transfixed, a slightly shocked, even horrified expression on his face. He felt a bit of bile rise up in his throat.

After all, Nazi or no, this was the first time Corbin had seen someone die, really. Oh, the Terminus energies may have erased reality, but that was a bit more abstract. Here, he could see the light fade from another human being's eyes. Listen to his last rasping breaths. Smell the pooling blood. It was almost too much, and he had to turn away and spend a few long moments taking deep, calming breaths.

'He was a horrible man who did horrible things. He was a horrible man who did horrible things...so why do I feel sick to my stomach. Have to focus on something else.'

He started to focus on his ring, for a very brief meditation...when inspiration struck. He whirled around to look at the original Midnight. Confidence suddenly in his posture, he strode over to the other man, and held up his ring hand in a non-threatening pose. He spoke in a volume just above a whisper; who knew who might be watching or listening.

"If you can get word out to others, and they can at all travel the world...tell them to go to Masada. In...shoot, I guess it's just "the Middle East". But it hasn't been dug up yet. They won't know about this. But if someone can get in there, try to get into some of the deeper passages...it might be just the thing one day. If not tomorrow, then some day."

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The younger Midnight made a flat sound of appreciation behind his featureless black mask as he regarded the still body of Die Eule. Trevor was no killer, had been taught that resorting to lethal force was the mark of utter failure, but what recourse did the last hero of Erde have? Could the Ãœbersoldaten be turned in to the local authorities, tried for their crimes, imprisoned to serve their sentence? This world was a horror of the Nazis' own construction, and he would lose no sleep over the assassin's poetic end. "Bomb's defused," he confirmed. "Done here.

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As if at Midnight's words, everything seemed to happen at once: a sphere of shimmering black light appeared over the heads of the dimension-lost heroes and began to descend over them, Rick Lucas' power unmistakable as it began to pull them on to another world. Nearly simultaneously, an explosion in the nearby wall blasted free a huge chunk of steel as a squadron of a half-dozen stormtroopers in crude-but-so-functional power armor tromped inside the huge warehouse, their machine guns chewing up the floor as their rounds beat a path towards the other Midnight. Without a trace of hesitation, Travis grabbed up the unconscious Archeville and used him as a shield as he returned fire, diving for cover and back into the shadows that were his natural home. "Now, Midnight! Now!" And then the exploding sphere blotted out everything from sight in a brief dazzling burst as plastique destroyed the Terminus tech, leaving Erde with only its own monsters to fear...

And then the heroes were gone.

END OF PART THREE

Continued in >Familiar Faces

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