Disclaimer: This work of fiction is based off of work and characters owned by Marvel comics. Any figures, locations, ideas, events or any other items that are copyrighted to the Marvel name are owned by Marvel. All other ideas, figures, locations, and the plot to the story all belong to the author.

A/N: Hello all. This is a story that I've been working on for a while now. I'm a big fan of the Ultimate Marvel line of comics, and I've been kicking this plotline around for too long. So now that I've had some time, I give you the first Chapter of…

Behemoth

Story of a Metal Hero

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Ch. 1 Birth of a Metal Man or Introduction

It was dark, even with the filter on in the visor. That was going to need to be tweaked when Will got back to the lab tonight. He tried running the diagnostics. Everything was running well enough. As bad as it seemed, Will almost wanted there to be some action tonight/ Weeks of hard work to get to the point where a field test was warranted, and now he didn't have a chance.

VMMMMMM-BOOM!

"Yes!" Will cheered. He ignited the jump-jets on his armor, which tossed it into the air, in time for the back mounted rockets to kick in. A quick course adjustment later, and he was jetting off to the source of the explosion.

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Taken from the encrypted audio journal of William Larc

Entry 5

"I guess I got the idea for the armor off of the television. I was always a fan of those animated-mecha shows. Gundam Wing, Eureka Seven, and the like. Despite my knowledge to the impossibility of the venture, I often fantasized what it would be like to pilot one of those amazing creations. I suppose that factored into my decision."

"I always wanted to give back to the human race. I live here, in the city, so it made sense to start here. And even though I've been behind countless scientific and medical breakthroughs, and despite the fact that I've funded countless clinics and hospitals, it didn't seem like enough to me."

"And then fate intervened. Well, not fate exactly. I don't believe in fate. But happy accidents, well…'

"Regardless, it happened around lunch one afternoon. I had the news on while I was preparing my lunch. I do so love to cook. And a news report came on, something about a mechanical rhino suit. I thought the woman had gone mad, to be honest. But when I looked up, there it was. A man, in a large, bipedal, mechanical rhino suit. I suppose living in this city, you see everything eventually."

break

static…….

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A few streets over from where Will had taken flight, there was a bank. A bank with a gaping hole in the front of it. Will checked the chronometer on the visor's H.U.D. 22:36 hours. He floated down to land on the pavement just off the sidewalk, and activated the loudspeaker built into his armor.

"Attention vandalism-minded miscreant. This bank is closed. Make your withdrawals after you get out of jail." Well, not as impressive as the heroic speeches he saw in the movies, but it should get the point across.

"Attention criminal. I will give you one minute to exit the building with no weaponry, hands held over your head. After this I will come in after you." Will powered down his loudspeaker, and activated the stopwatch on the H.U.D. By the time it reached 45 seconds, he saw a shadow in the gaping hole of the bank. Before he could react, there was a loud THOMP, and he was tossed back a good five feet, landing on his back in the middle of the street.

"Well well, I thought it was the spider again. Thank god, it's some newbie, dressed in a stupid tin can. What are you supposed to be, the dime-store iron man?" the man joked, as he stepped over threshold and into the light from the street. He was dressed in a purple coat, with two silver gauntlets on his arms. And strangely enough, a pair of sunglasses.

Immediately the on-board computer began to scan the villain against a database. A federal database. Within seconds, Will had an answer. "Herman Schultz. Alias, The Shocker. Innate powers: none. Paraphernalia based power: two wrist mounted gauntlets which excite air molecules into a vibrational frenzy, which are then directed in a tightly packed stream at high speeds. The result is an excitation of the surface molecules of the target, structural weakness, the breaking down of atomic bonds between atoms, and disruption of neural and electrical pathways." an automated voice rang out. The suit preformed a quick scan on the technology presented to it. "Current power output: moderate. Threat: Negligible." If it were possible for a computer to sound dismissive, that's the tone it would take.

Upon hearing the automated report, The Shocker flew into a rage. "No threat? What crock is that?"

Will stood up, slowly. Despite the servos and strength enhancing rig, eight and a half feet of power armor don't rise quickly. "My onboard systems can scan technology, to provide a threat assessment. Evidently it didn't think much of your little mittens. Although, from one gear-head to another, they do have a bit of promise to them. If you could only increase the output a bit."

The Shocker smiled a bit, and looked wistful. "Always nice to see someone who appreciates the craft, even is they do have the narrow mindset of a do-gooder. I tried the higher outputs. The destruction was a bit much, even for me. The lower levels were destroying sections of forests. Broke one of my wrists, too, and it tossed me halfway across the park."

"Heh. Amateur mistake. You need some sort of cushioning, something to stop the backlash from ripping your hands off. The motion-transference needs to be halted between the individual atoms of the material."

"That would work. I had a few ideas for a material like that. Even wanted to build a suit. But it got a bit expensive. Hence, where we find ourselves now." Shocker said.

"Well, that makes sense. But, regardless of my appreciation for the craft, I can't let you go. Is there any chance you'll go quietly?" Will asked.

"Nah. You're a step up from the spider and all, but I really want to finish that work of mine. Besides, you may have the fancy armored pajamas and all, but I'm faster and I can still toss you all over the place." was the answer. Quick as a flash, the Shocker fired off three quick blasts at Will, and then took off in a mad dash down the street.

Will was quicker than anticipated though, and managed to avoid the first two by activating his rocket pack. However, the third one clipped his left foot, spinning him around. Will temporarily lost control, and went head over heels into a newspaper box. By the time he had sorted out the suit, the Shocker was halfway down the street. Growling, Will took to the air and hurtled after him. He caught up before the Shocker had made it to the intersection of the next street. Hitting him in an open armed spear tackle, Will steered the Shocker into a street light.

"Gotcha. Naptime, Shocker." Will said as he connected. The Shocker could only groan as he connected with the unyielding steel pole.

By the time he came to, the Shocker was laying on the sidewalk in front of the smashed bank wall. He was face down, gauntlets removed, and handcuffed by his bag of loot. Will was standing next to him, holding the gauntlets. "I think I'm going to give these a closer look-through back at my lab. I was just waiting around for you to get picked up by the cops, and as they'll be here any moment, it's time for me to leave." As Will prepared to fire his rocket, the Shocker called out.

"Hey. Before you leave, tell me one thing. Who are you?"

"I suppose I can give you that much. The name's Behemoth. And now that test-flight one is a success, this city is going to be seeing a lot more of me." Will answered, before jetting off into the sky. Police would arrive moments later, confused to find a captured villain with no webbing and no weaponry.

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Encrypted audio journal of William Larc

Entry 5 cont.

"Well, the rhino armor was subdued by the Ultimate codenamed Iron Man. One powered armor against another. The idea struck me like… well, like a lightning bolt. The way I could truly give back. It was at that moment I began to draw up plans for my own suit of powered armor."

"Larc Industries was already working on several projects that could be appropriated, given the right sort of circumstances. Some polarized metals, strength enhancing rigs, personal jet propulsion systems. It was rather… shortsighted of me not to have seen the potential I had in my labs the entire time. But that was soon to be rectified."

My private lab received delivery of several of our prototypes within the hour. I was already hard at work on the drawing board, creating schematics for the suit. I didn't sleep and barely ate for three days. Word among my staff was that I had finally gone mad. I wasn't even letting Cassie in with meals. I made her leave them outside the door. I think at one point she made a nervous joke. Something about 'For a bodyguard, she wasn't seeing much of the person she was supposed to be guarding.' or something.

a few laughs

"Well, after the three days, I knew I needed a good long rest. So I slept for a good 48 hours before I was back up and about. I was nearly done with it by that point. It took a few more days, but within 10 days I had the suit finished. All diagnostic programs were green. I just needed to get in a test flight. Perhaps just a small scuffle, against a gang or low level meta-crook. I'm going to set up a night near the end of the week, and take it out then."

end entry 5

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William touched back down inside his lab, the skylight automatically sealing when he landed. He removed the helmet, and looked at the set of gauntlets he had appropriated that night. "Amazing piece of technology, really. And it shouldn't be too hard to work around that output problem. Too bad he had to be a crook." William muttered to himself. Ah well, there was work to be done.

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End Chapter 1

A/N: Well, this is the first of what should turn out to be my first story in a good long while. I have a basic plotline written out, and I think that I should be able to crank out chapters regularly due to it, but no guarantees. No rest for the wicked though. The next chapter will be out when I get the chance. Let me know what you think. I'm going to go ahead and give this an M rating as of now. I plan on addressing some rather adult themes in this, even though nothing has come up yet.