Ophilia's eyes grew wide at that last exchange and it was all she could do to keep from laughing. She was very pleased to see that Nemesis had his feet firmly underneath him again, and had a really good feeling about the upcoming test of skill. "Alright. Follow me."

Christie jumped to her feet with considerable enthusiasm, excited to join Ophilia and the others as they made their way back towards the front of the Cathedral. Other than Ophilia nobody was familiar with the lay out of this place, so they followed her lead. At the entrance to the stairs, she asked Soldier Boy to bring the cooler down with them, promising that it had refreshments for later.

"Okay," Soldier Boy said as he lifted the cooler to his shoulder, "but if there's nothing in here but soda pop, I'm going to be pissed."

Nemesis chuckled and followed along.

After going down two flights of stairs, she crossed the room to an elevator and once everyone was in, she pressed her thumb against a scanner, and then pushed a button for Sublevel 2 after it accepted her code. "We're going to an underground highway, located beneath the Cathedral. We still haven't fully integrated it with the rest of the facility, but our plan is to have this be our secret entrance. We have commissioned some very exciting vehicles for the team to use, unfortunately, I don't have the first clue yet how they work. ...but we'll figure it out somehow."

By the time the elevator opened to reveal the underground road, any attempts at conversation had become forced at best. Everyone's mind was so deep in the impeding fight, that there was room for little else.

Most Hudsonites didn't give much thought to the world beneath their feet, but the truth was, there was often as much going on in the world underneath the main streets of the city as there was on top of them. In much of the city the underground was like a giant layered cake, where everything from wires, cables, natural gas pipelines, water mains, steam pipes, sewer pipes, water tunnels, subways and even roads meandered below the surface dwellers.

Some of the Underground had been exploited, by a clever entrepreneur named Brad Quinn, who sold the city on the idea of turning a five by five block of an underground complex into an attraction. Beyond that relatively well known area, called The Hudson City Underground, the rest of Hudson City Below was still a vast network of the unknown, undiscovered and unexplored. It had a life of it's own, that very few people knew about, and this abandoned highway almost 200 feet below ground was a part of it.

Ophilia stepped out of the elevator and turned on a panel of lights that flooded the dimly lit area. "Okay, guys. I don't think there's anything you can hurt down here, except each other. Just don't bring the roof down and we should be fine." Her tone had a forced lightness to it, more for the benefit of her wide eyed friend than anything else.

"Why don't you take a couple of minutes to ready yourself and then JACE can give you the signal to start."

Soldier Boy looked around at the venue. It was dank, dark and nasty, and it couldn't be more perfect. He did some stretches to limber up. His shoulder popped loudly and his knee made a grinding noise. It was all just wear and tear from a lifetime of being a hero.

This was a stupid thing they had all gathered here to do. Soldier Boy knew that. He looked at Nemesis and saw a reflection of himself as he was thirty odd years ago. Nemesis was a good man as far as he could tell, but this wouldn't be the first time that Soldier Boy beat the crap out of a good man. He'd rather beat the crap out of this JACE character. Something about that guy didn't sit well with him. Soldier Boy could easily pound on JACE without feeling bad about it, Nemesis not so much.

Nemesis had done little in the way of actually warming up since his arrival but felt confident that the hurried run-and-jump that had brought him here had kept him adequately limbered. He spent more time trying to get into the right frame of mind for this—fighting a living legend for a spot on a team of so-called superheroes put together by what might be one of the most corrupt families in Hudson City (and that's sayin' something, he thought). He almost laughed with the irony of the situation.

"Nemesis," Soldier Boy said. "Could I have a quick word with you?"

Nemesis blinked. "Of course."

Ophilia watched the impending exchange, her nerves on their very last edge, hoping that Soldier Boy would be playing the fight as straight as she expected Nemesis would be. Her friend didn't pick up on her anxiety and was alive with questions. "Who are we for? What is this? Are they really going to fight?

Christie's questions brought Ophilia out of her reverie and she offered her a smile. "I'm for Nemesis. …and, yeah, they're really going to fight. I really can't answer the why of it, but if I had to guess, I'd say it was a matter of pride."

"Nemesis? Who is he? He's … well … he's hawtt." Christie's admiring gaze swept over him. Ophilia just nodded her head in agreement, but didn't offer any more insight on the matter, instead she strained to hear what Soldier Boy was about to say.

"Listen, I want to thank you again for going along with this nonsense. All I ask is that you don't hold back on me, because I'm not going to hold back on you." Soldier Boy extended his gloved hand in friendship. "Good luck."

Nemesis took the hand after only a moment's pause, but didn't let go right away.

"I think you should know something," the vigilante said in low tones. "I think this idea of yours sucks ass." He let that hang a moment before forging ahead. "I didn't sign on with this team so I could kick your pride-filled aging ass up and down some forgotten underground highway. I'm here because I think this is a logical step in getting at least some of the crime off the streets of this city. Now, maybe you know better—you've certainly been around longer—but where I'm from, you don't have to play 'king of the hill' to fight the good fight. And just so you know, if I wasn't holding back you would've been seeing stars the moment you got out of your limo or any one of a dozen times since. If you think they're playing fair out there then you really are out of touch. The only reason I've even agreed to this is because Ophilia thinks you'll be an asset. I don't. Experience tells, but if you're dead-set on doing this the only thing you'll have taught me is that you can't, in fact, teach an old dog, new tricks."

Nemesis smiled and gave one last courteous shake of the hand. "That being said, it's been a real honor meeting you."

"Likewise," Soldier Boy said with a smile, and then he lurched forward to give Nemesis a head butt.

Nemesis had been expecting something similar but the move still managed to take him by surprise. Only his countless hours of training allowed him to dodge backward, disengaging his hand at the last minute to avoid a blow that surely would have shattered his nose.

The vigilante grinned and swung his staff around in a wide arc, ending with a bit of flourish before tucking it under his arm in a ready stance.

"Had to try," Nemesis said, then gave a come-hither hand wave. "Bring it on, old man. Let's see what you got."

JACE laughed quietly at the two men. He had expected something like this. As his camera carefully recorded everything, he called out. "I suppose that suffices as a signal to begin." He watched avidly, this was likely to provide lots of good information for him. Maybe even DNA, should one or both of them start bleeding. If nothing else, it would give him some insight into the makeup of the two men. So far he could see they were both deceitful and paranoid, both valuable psychological traits to exploit.

Christie's mouth fell open in shock, everything happened so fast that the disaster had been avoided before she could even get the words out of her mouth. "Did you see that? He cheated. Are you going to do something about that? Soldier Boy cheated…" Her words ended a gasp with disillusionment.

She could tell by the look on Ophilia's face that she wasn't pleased, but the DiSantiago just shook her head. "I promised that I'd stay out of it. ...and besides, they don't know."

"Oh? ...Oh." Christie followed her friend's gaze back out to where the two impressive forms of Soldier Boy and Nemesis were facing off.

The head butt hadn't worked. Soldier Boy dropped down, pivoted on one hand and tried to kick Nemesis' legs out from under him. That didn't work either. Nemesis played jump rope to avoid Soldier Boy's legs. Nimble son-of-a-bitch.

Nemesis landed lightly and immediately jumped back a pace. Again he twirled his staff and again he smiled…but there was little to no humor in it. "That the best you got? Hope you can take a hit better than you can land one." He cocked his head to the side. "Guess we'll find out, huh?" Still, he made no other move than to take two or three small steps to his left.

Soldier Boy knew that success depended upon taking Nemesis down fast. That wasn't happening. The younger man was playing a defensive game, trying to tire the old man out? Good plan. Soldier Boy couldn't let it work. That meant shaking Nemesis' confidence. That meant taking his toy away.

Soldier Boy's sudden lunge for Nemesis almost took him off guard—not because he wasn't expecting such a move, but because he wasn't expecting the veteran hero to go for his staff. At least, not so soon. Nemesis was able to spin out of the way, and using the maneuver to build momentum, leapt up to swing his staff around in a full-torso spin. The alloy staff slammed into Soldier Boy, nearly knocking the man off his feet. Only his years of training enabled him to roll with the force of the blow in order to keep his balance. Still, Nemesis could tell that the older man felt the blow; whether it was enough to make his point…

Nemesis landed in a crouch—one leg bent, the other straight out to the side, his staff extended down the length of his leg, and stared intently at Soldier Boy. "Are we done yet, or do we have to go the distance?"

The fight was going badly and Soldier Boy knew it. This was the first scrap he had been in since he ran out of the stabilizing meds. Now he had an idea of how badly his powers had faded. He was fighting like... well... like an old man who had no business fighting. His moves were slow and jerky, and he was already breaking a sweat. It was just a matter of time before Nemesis realized that he owned him. Soldier Boy knew that if he had any sense, he would give up the fight. He also knew that he had no sense.

"You give me one little love tap and you think I'm going to fold?" the veteran hero said. "Not fucking likely." Nemesis was standing still for a moment. Soldier Boy pressed that advantage. Nothing fancy. He was just going to punch the guy in the mouth.

Nemesis reached to his belt and flipped a dial. There was a faint whine similar to that of an older television turning on and suddenly a glowing nimbus of energy surrounded the vigilante.

"Good," the vigilante said, grinning broadly. "I wasn't done beating on you yet, anyway." He leapt up, easily head-high for Soldier Boy, and brought his staff down in a two-handed swing.

Soldier Boy's fist connected with Nemesis' chin, but it was no cause for celebration. The young man's grandmother probably spanked him harder than that. Pathetic old man. Soldier Boy tried to psych himself up. He reminded himself that he once took on an army of Nazi zombies single handed, he remembered that he once ripped a head off a two headed dragon and beat the other head to death with it, but he also remembered that that was years ago. Most recently Soldier Boy was just the guy who woke up every morning and threw up. Pathetic old man.

"Fuck!" Soldier Boy said. "Fuck, fuck, fuck!"

Soldier Boy paced back and forth. His breathing was labored already. Pathetic old man. Time to pull out all the stops. Time to hurt the boy big time. He backed up a few paces. "C'mon," he growled. "Come and finish me off... if you can."

Nemesis almost did, actually. He rolled up to the balls of his feet, prepared for another leaping attack. From the back of his mind, however, came the distinctive voice of Pops: What are you doin', kid? With your speed you should be letting him do all the work! And that was the truth. The tap on the chin was only light because of the force belt he'd appropriated from the armory; without that extra defense it was likely he'd be sporting a broken jaw about now, at the very least. That was possibly the only warning he was going to get to not get cocky. He shook his head, pushing the joy of the fight away and focusing on the goal of simply winning. Giving Soldier Boy the opportunity to catch his breath had to be weighed against the fact that Nemesis quite simply couldn't go head-to-head with a guy who could bench press a semi. He had to play this safe, and that meant waiting for his moments, not trying to make them happen.

"Nope," Nemesis said, taking a deep breath. His cockiness of moments before was replaced with something a little more somber. "Your fight. Your move." He stood in a crouch, staff held to his side and pointing roughly at Soldier Boy's midsection. "You can come to me.

"Careful what you wish for, boy." Against his better judgment, Soldier Boy rushed into what was obviously a trap, hoping that the gods of fortune would shine on him just once. No such luck. By the time the tip of Soldier Boy's boot had finished it's arc, Nemesis' crotch was already elsewhere. It was Soldier Boy's signature move and it failed miserably.

Soldier Boy was breathing heavily and sweating just as badly. His right lung burned. A reminder of the time he was run through with the Sword of Destiny. The fight had barely started and he was nearly spent. Nemesis, on the other hand, looked like he could go all day. Soldier Boy was trying to make a point with this fight. He was trying to prove that he was the same man that he was in his prime. It had become painfully obvious that he was not even close.

"Fuck this," Soldier Boy said with a dismissive wave as he walked away from the fight.

Nemesis held his pose for the space of several heartbeats before slowly coming up into a rest position. He watched the old soldier walk away and realized with a start that he actually felt sorry for the man. As he watched him walk away he noted the slight slump in the shoulders, the slow but steady breathing of a man already tired. He sighed and switched off his force belt.

JACE was surprised and disappointed. He hadn't expected Soldier Boy to give up so quickly. It had been obvious from the start the man was going to lose the fight, but JACE hadn't really expected him to realize it so soon. The doctor watched the retreating man carefully, waiting to see if this was another trick. From what little data he had recorded, it was obvious fighting fair wasn't one of Soldier Boy's weaknesses.

Cradling his staff in the crook of his arm, Nemesis walked toward the others. He really had no idea what to say. This wasn't the sort of situation that came up all that often.

Ophilia watched Nemesis as he approached them, giving him a small smile of appreciation when she caught his eye. She was certain that he wasn't gloating over his win, and found herself wishing she knew exactly how he was feeling. With some effort she tore her gaze away from the future leader of the Conquistadors and looked towards Soldier Boy. She was more than a bit concerned at how hard he might be taking this defeat.

Nemesis rolled his neck to release some of the tension and took a deep breath. "So," he said casually. "Who's up for a beer?"

JACE replied to Nemesis without taking his eyes off Soldier Boy. One armored hand waved as he indicated the cooler. "I expect you will find them in there." He glanced at the man briefly and smiled. "You did very well. I'm impressed."

Nemesis inclined his head, acknowledging the compliment, but didn't bother to reply. He still wasn't sure of Soldier Boy's temperament and, to be honest, he felt somewhat guilty about the way things had worked out. He pitied the old soldier, just not enough to have let him win.

"I'm not," Soldier Boy said as he walked towards the cooler. "You're defense is good, Nemesis, damned good, but that will only get you so far. You should have put me down quick. Trust me, you'll rarely have the time to dance with a guy like that."

Soldier Boy reached into the cooler, grabbed two beers and tossed one to Nemesis. "You need a stronger offense. We'll work on that."

Nemesis caught the beer reflexively but stared at Soldier Boy for a long moment before a smile crept onto his features. "So noted." He took a pull from his beer. "Just remember that I can't break bricks with my pinky or hammer a nail through a two-by-four with my penis."

Soldier Boy nearly did a spit take with his beer and a genuine smile cracked his otherwise grim expression.

A smile of relief washed over Ophilia's face as the two of them dissolved the tension in the room with their light banter.

Christie, who had been embarrassed by the edgy dialogue, turned three shades of red as she elbowed her friend, and mouthed Oh my Gawd.

Ophilia joined the men at the cooler and pulled out a bottle of water for herself and a beer for Christie. They both remained quiet as the two men spoke, it wasn't easy for things to return to normalcy after what they had just witnessed.

"Well, Miss Ophilia," Soldier Boy said as he crushed his spent beer can and rolled it around in his fingers until it was the size of a marble, "I'm a proud man, and I don't like to lose, but we made a deal, and I'll honor it. I'm your new trainer. We'll get together real soon to hammer out some details, but right now I'd like to run off and lick my wounds."

Ophilia nodded her head in understanding. The look on her face wasn't smug, but she didn't seem surprised that things fell the way they did. "Indeed we did." She extended a folder to him as she continued. "Take these and review them, we'll go over them next time.

"Oh goodie, homework" Soldier boy said before turning to Ophilia's friend and smiling his most charming smile. "Christie, sweetheart, would you mind giving me a ride back to my hotel? I'd consider it a favor."

Nemesis chuckled and took a pull from his beer before giving Ophilia a knowing look. The man may have been past his prime as a super-soldier but he didn't appear to be slowing down any in other areas.

Christie looked completely startled by the question and it was apparent in her stuttering reply. "Uh...well...um, yeah. I mean, Sure!. I'd be happy to." She then turned her attention to Ophilia, "Did you need anything before I head out?"

Ophilia shook her head in reply but her eyes were still on Soldier Boy as she tried to discern his motive, hoping he didn't need her friend's help licking those wounds of his. She had to remind herself often that Christie was all grown up now and didn't need her older, over intuitive friend, telling her what to do any more. "Nah, I'm good here. I'll see you later this week, Christie."

"Anyone else need a ride?" Christie's eyes swung to regard Nemesis.

Nemesis held her eyes for a moment before smiling and shaking his head. "No, thank you," he replied kindly. "I appreciate the offer but I've work yet to do tonight."

Christie returned his smile with one of her own and opened her mouth briefly as if to say something, but if she had something to say, the words never found their way out.

"Good man," Soldier Boy said. "Give 'em hell."

Soldier Boy placed an arm around Christie's shoulder in manner that was paternal... at first. He led her up the stairs and out of sight. "Let me tell you about the time I was stranded on Proxima Centauri IV. A lovely little planet, except for the lightning cats..."

"What…? You aren't Serious…?" Christie fell quickly under Soldier Boy's charismatic spell as the two made their exit.

Nemesis finished his beer and set it next to the cooler. He turned to JACE and extended his hand. "Dr. Jace, thank you for being here. I'm glad there wasn't much for you to do tonight, but I look forward to working with you in the future."

JACE smiled his friendliest smile at Nemesis. "I'm glad I could be here and, like you, I'm also glad my services were only required as an observer. I should be the medical doctor for the team, so we'll be seeing a lot of each other." He shook the man's hand firmly. "Hopefully we'll be working together in the field sometimes as well."

The vigilante inclined his head but didn't comment. Ophilia, on the other hand, winced a bit at that, unhappy that her partner had to hear that news from JACE, before she had a chance to tell him. She didn't know the doctor well enough to know if it was an intentional effort to cause friction, or not.

"Miss DiSantiago," Nemesis said, extending his hand again. "It's been a pleasure. I'm sure we'll be talking soon." And with that the vigilante strode from the room without looking back.