This document proposes a new heavy-lift helicopter design that combines elements from existing helicopters for improved capabilities. It would use the CH-53X power train and rotor system, UH-60 cockpit, and modular pods to allow multi-service compatibility. New features include self-deploying wings for additional fuel and counter-torque ducted fans for forward thrust, allowing for rolling takeoffs and higher payloads such as a 38,000 pound armored gun system. The design aims for low cost, low risk, low maintenance advantages over other heavy-lift helicopter options.