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 tanks, twin ring-tail ducted fans for forward thrust and counter-torque, and an underslung load configuration to allow rolling takeoffs and higher payloads.