Disclaimer: I do not own the Ultimate Spider-Man™ series, Ultimate Spider-Man™ is a sole trademark of Marvel Animation Studios.

Author's Note: This story is a continuation of Ultimate Spider-Man: The Phantom. As referenced by the OC created in the previous story, Phantom is not an actual superhero within the Marvel universe. The rest of the characters included in the story follow directly under the storyline that the previous story has outlined, not following any episode in the Ultimate Spider-Man TV show, nor a continuation of any of the episodes in Season 3. It's suggested you read up on the first story before proceeding with this one, otherwise, comments and reviews are appreciated, and I will be updating the story as often as I can as it goes along. Thank you to the readers who suggested I write a sequel to this story, I couldn't stop at the first one, the story is still too good for me to pass up! Thanks again, and enjoy!


Prologue

A dark thunderstorm brewed over a secure compound, a formation of attack helicopters flying overhead as a tall and black helmed character marched through the outside of the fenced compound, escorted by a mysterious grey hooded character and several armed guards.

A pair of guard dogs began barking at the approaching characters, causing the grey hooded character to stop and stare the two dogs down. They began whimpering as the hooded man glared down upon them. He turned and continued marching next to his accomplice towards the fenced gate.

One of the armed guards approached the fenced gate and displayed an identification card to the guard that was on the other side of the fence. The guard nodded as he opened the gate up, allowing the mysterious visitors to enter the compound.

The armed escort waited at the gate as one of the guards guided the helmed man and the hooded character towards a large building. The guard opened the steel door with several warning signs next to it and beckoned his followers to enter.

Inside was a large dark-lit room full of rows and rows of cages, some covered with a tarp, others open and able to see whatever was inside: strange, pale human-like creatures. The deformed figures glared upon the visitors who entered, and screeched a disturbing and disembodied sound as they walked past, following the armed guard.

The guard stopped at a specific row of cages.

"Ten subjects have been injected with the serum you've provided and are ready for field testing." The guard stated to the helmed man, who stopped to stare at the humanoid creatures that kneeled inside their cages.

They had pale skin, no hair on their bodies, and they studied their master intensively, as though they were trying to figure out who it was. Their nails stretched out into gnarly claws and their teeth had sharpened. The most distinctive feature was their cold eyes that lacked an iris and its pupil. They were simply white and lifeless, zombielike.

"They look… promising." The hooded figure told the helmed man. "What do you think, Magneto?"

Magneto studied the creature as it approached closer to him, the armed guard watching closely with his weapon ready in case the creature were to attack. "Can they display the abilities we had hoped for them to have?" He sternly asked the guard.

"Yes and their sense of smell can track down anything within a twenty mile radius." The guard politely replied. "All they need is armor and a tracking chip in order for them to be at your disposal."

"Excellent." Magneto looked at his hooded ally. "We will send these after S.H.I.E.L.D.'s operations, starting with their Agent Coulson, so that we may learn of what they're up to and see what they've planned."

"They do not have the healing factor…" His hooded ally skeptically replied regarding the creatures. "They are susceptible to death."

"I understand that. That is why we are still in experimental stages of the serum, but we are almost there. The Phantom's blood sample has advanced our serum years past what I had imagined, but we still need more time." Magneto replied confidently. "I'll make sure Sabretooth monitors them closely, rest assured, we'll find out what S.H.I.E.L.D. is planning... along with finding our disappearing friend."

"Very well…" The hooded character glanced over at the intimidating creature. "Your 'Wraiths' will make excellent foot soldiers if you can control them effectively…"

"They will be." Magneto responded confidently. "There is no denying that."

"If I had known about this in my time... then the future might've played out a lot different than what it did..." The mysterious hooded man calmly told Magneto. "It pleases me that our alliance has made this possible"

"Agreed." Magneto nodded. "However, I wager that these 'Wraiths'... will be seeing your close friend very soon."

"Of that we can be sure of... just remember... do not kill him." The hooded man reminded him. "You understand why..."

"Of course, of course..." Magneto slyly grinned within his helmet. "How can I forget such an important detail..."

"Because the past has proven that you tend to forget important details..." The hooded figure darkly answered.


Coulson sat in his office at Midtown High, typing away several reports back to the Headquarters of S.H.I.E.L.D. regarding the status of operations in this sector of the region they were monitoring. It was late into the night and the howling wind outside whistled through the edges of the windows.

He took a sip of his fresh-brewed coffee in between sentences, and as he wrapped up his report, he took out a folder full of classified paperwork. He opened it up and looked through the contents. It regarded the official S.H.I.E.L.D. statement towards Taskmaster's attack on Manhattan almost two months ago. They had to explain the severity of how large a force Taskmaster had brought with him, but in the official statements, S.H.I.E.L.D. was held responsible by the government for not being able to defend their own helicarrier.

"(Sighs), what a nightmare this has all been." Coulson said to himself with great grief as he put the folder away after glancing into it.

"The nightmare has only begun…" A familiar voice spoke inside the corner of his office. Coulson quickly picked up his sidearm from under his desk and aimed it towards where the voice spoke.

The black hooded character appeared before Coulson out of nothing, it was Phantom. "Relax, old friend, it's only me."

"Oh boy, don't scare me like that." Coulson put away his sidearm. "…with the heightened security risk S.H.I.E.L.D. has up, I suspect anybody's out to kill agents."

"Don't be so paranoid…" Phantom took a seat in front of his desk. "I don't think they'll come after you…"

"You'd be surprised." Coulson murmured. "It's not safe anymore now that we have sleeper agents in the organization. To whom they truly answer to, we might never know."

"I see…" Phantom leaned forward. "Then I'll get to the point, I'm heading off tomorrow at the latest to go find the mutants to recruit for Specter Haven."

"Wait, you're leaving already? Have you even prepared for the journey?" Coulson asked in a confused tone.

"Yes, that's what I've been doing over the weekend." Phantom calmly answered. "I need Spider-Man and his selected extra teammate to accompany me as soon as possible."

"I've already instructed them on that, they'll be ready tomorrow, don't worry." Coulson assured him.

"Good." Phantom stood back up. "Have you readied my gear at the Sanctuary?"

"Yes." Coulson nodded. "Everything you'll need, including your sword that S.H.I.E.L.D. was able to recover from the destroyed helicarrier."

"I appreciate it." Phantom smiled underneath his white mask, and then suddenly remembered something. "Have you also looked into… that matter I asked you about?"

"Your family is fine. Maria and Fernand have returned to work and Selena is continuing her classes here at the school. I'm keeping a close eye on them." Coulson told him with confidence.

"Thank you, old friend. I shall be at the Sanctuary." Phantom nodded as he disappeared into nothing, opening the front door and shutting it.

"I'll be here." Coulson continued typing away on his computer, looking at the time on his watch. "Maybe I should contact Parker and let him know to get ready for tomorrow. He turned on his communicator and tried contacting Peter Parker.


The communicator sounded off like an alarm clock on Peter's nightstand, the web-slinger opened his eyes from his deep sleep from his bed long enough to see it was Coulson calling, he reluctantly sat up to look at his communicator.

"Jeez, Coulson… go to sleep." He moaned. "Ugh… it might be important…"

All right, well perhaps you're wondering what the heck's going on right now. I'll catch you up with it here in a second.

"What, Coulson?" Peter grouched. "It's almost one in the morning… and we got school in a few hours!"

"I understand, Parker, sorry to contact you so late into the night. I just thought I'd remind you to get ready for the assignment tomorrow. I already came up with a written report for your Aunt May to read, you'll be going on a week-long field trip to the Rocky Mountains with your geology class, so make sure she knows that so that she doesn't have to worry about your whereabouts." Coulson explained.

"This couldn't have waited until later on?"

"The number of your late arrivals to class suggests you forget to set your alarm in the morning, so consider this your wake up call." Coulson smirked.

"Gee…Thanks." Peter sighed. "Is there anything else?"

"Who have you decided to take with you?"

Peter looked at the strip of pictures of both him and Ava sitting making faces in a photo booth, the last one was of them kissing. "I think I'm going to take White Tiger on this one, Coulson."

"Of course… I didn't see that one coming." Coulson sarcastically stated. "Just make sure your emotions don't interfere with this mission, Peter, it's very important."

"Don't worry Coulson, I got it." Peter assured him.

"Very well, I'll see you soon then, Parker." Coulson cut off the communications feed.

Ugh… There is nothing worse than getting a "wake-up call" from Coulson at this time of night. I guess he meant well by it, but I'm up and awake now… Thanks Coulson.

Peter looked through the pictures of his team that he had pinned on a corkboard, reminding him of the memories of adventures then and now that they've shared through their time together.

I'll just start at the beginning, my name's Peter, Peter Parker. I'm just your normal everyday Midtown High student, with regular friends, like Harry Osborn and Mary Jane Watson, with average grades… and of course, a likely target of one of the school's dumbest jocks, Flash Thompson. It's a pretty ordinary teenage life, right?

Well, apart from school, I'm the web-slinging superhero everyone knows and loves, Spider-Man! Part of an amazing team that S.H.I.E.L.D. Director Nick Fury put in place so that we can fight crime wherever we found it, along with learning how to be better superheroes ourselves… something like the junior class of Avengers, if you will.

There's the human fortune-cookie K'un-L'un warrior king, Danny Rand, otherwise known as Iron Fist. He's one of the best hand to hand superheroes I've ever come across, and I wouldn't want to be on the receiving end to one of his hard punches! But despite that, he's a really chill guy, loves meditating and is all around a great friend to have.

Luke Cage, the big guy we all call Powerman! A really cool superhero with indestructible skin and superhuman strength! He's got a good sense of style and stands up for what he really believes in, likes to resolve things through reason. A little hard-headed at times, but hey, he's one guy you want on your team at all times!

Ahh yes, then there's Sam Alexander, Nova, the last surviving member of the legendary Nova Corps, and the bucket-head of the team. If you can find a more obnoxious superhero around, please let me know, so that way I can pit the both of them together to see who would outmatch the other! Despite all that, he's pretty straight-forward about things, even though he's often a moron about it. He's a good friend, and knows when to get serious about things. But don't tell him I said that.

And then… there's Ava Ayala, White Tiger, the latest descendant in a line of White Tigers that have fought to defend and protect the Jade Tiger Amulet. She's an academic at heart, and is always striving to be better than the rest, even me. She's emotional when she's got to be, but she'll tell anyone off all the time. She's a great friend… and also my… significant other, if you haven't figured that out.

We've gone through some crazy missions together alongside S.H.I.E.L.D., through creeps like Doc Ock, Green Goblin, Venom, and even the Beetle. Though recently, we've had to fight Taskmaster and Deadpool, in what became an invasion of Manhattan by Taskmaster's army of trained mercenaries.

He was temporarily assisted by a mysterious mutant we discovered at a secret S.H.I.E.L.D. base in the Amazon rainforest known as "The Archive", which contained every piece of information S.H.I.E.L.D. has ever held. But it also had a former agent called Alejandro Cruz locked away as a result of a failed experiment to create the perfect infiltrator mutant. We arrived on suspicion that the Archive was under attack, and it was, by none other than Taskmaster. He cornered us after he shot our aircraft down and nearly did us in, until Alejandro Cruz, now known as The Phantom came in to save us.

This guy is powerful, able to disappear and reappear into thin air, exceedingly good at hand-to-hand combat, shooting, and sword fighting, has a healing factor, and get this, he can read minds and enter your dreams… now that's crazy! When we first met him, he was concerned with trying to be turned back to a human again, because he left behind a wife sixteen years earlier before being taken away by S.H.I.E.L.D. for a cure, but that cure never came.

He turned to Taskmaster in anger once he found out his wife had remarried on the belief that he was dead for almost two decades, and swore to kill Fury for allowing him to be locked away. Taskmaster offered him a spot in what was a huge conspiracy to destroy S.H.I.E.L.D. by taking over Manhattan and holding it ransom. To make a long story short, he found out it was actually Taskmaster who was responsible for leading his wife to believe that he was dead, having been hired by Magneto, who was also responsible for the experiment that created Phantom; and so he turned on Taskmaster and we helped him get back at him.

I also forgot to mention that Deadpool was involved too! Before he left Taskmaster's side, he was able to pin an attack on the helicarrier on Fury, and S.H.I.E.L.D. HQ bought it and incarcerated him, so after we defeated Deadpool, he escaped and went after Fury, kidnapping him from his cell, and they've now disappeared.

Taskmaster escaped us on the helicarrier that he took over, having launched the nuclear engine on-board to almost explode over the city. Phantom had us escape before plunging the helicarrier into the Hudson River to cool down the engine, and we watched as it exploded into a thousand pieces. That was the last we ever saw of the Phantom.

It's been a month since that incident. We even had the Avengers help us take back the city, so it was no small undertaking. Fury's still captured and Phantom's long gone now… or so we think, we never found a body. But the city's slowly repairing itself in the wake of what happened, and my team and I have just been trying to get by with what little assignments Coulson throws at us, big ones being these huge training exercises in the simulation room on the Tri-carrier.

All in all, I'd like to think the threat with Taskmaster and Magneto is over, and that the Avengers and S.H.I.E.L.D. got it under control, but I've been in this superhero business long enough to know that's not the case… or, in Fury's own words, "This ain't my first rodeo!"

Peter slumped back into bed, trying to close his eyes and go back to sleep. Suddenly, his phone sounded off with a call incoming.

Oh, come on… if it's Coulson again…

It was Ava. "Hey Pete, are you up? Sorry… I just got a call from Coulson… jeez… he doesn't know when a good time to call us is…" She told him tiredly.

"I know…" Pete replied to her. "I guess he filled you in with what's going on?"

"Yeah… But a whole week on this assignment?... We've never even gone a day on an assignment without the whole team…" Ava wondered. "I can't sleep thinking on that."

"I wouldn't worry about it… It's probably some wild goose chase or something."

"Maybe… but if Coulson hasn't told us now, it means it's something bigger than that." Ava speculated.

"I guess. Maybe we're going to find Fury after all?"

"You know they'd send the whole team for that. Not even us, they'd send in the Avengers." Ava answered skeptically.

"Yeah, you're right." Peter yawned. "Ava, I'm going to hit the hay… I'm going to be so exhausted in the morning."

"All right, Pete. Sorry to have called you so late, just making sure you're good."

"Hey, I don't mind getting a call from you, you know that." Peter assured her heartedly.

"I know." Ava replied. "I'll see you soon, I love you."

"I love you too… Goodnight." Peter responded as he hung up the phone.

Trust me, it still gets a little weird saying it after the long history she and I have as teammates. But I don't mind saying it at all! I just try to keep the superhero image professional you know?

Oh hell, what am I saying? We're everything BUT professionals! We're superheroes! … Teenage superheroes!


The hooded mutant entered his personal room at the Sanctuary, a special and secret underground facility that Agents Coulson and Hill established as a safe-zone from the eyes of S.H.I.E.L.D. in the case the organization would go rogue. Only the most absolutely trusted agents passed through here, and it was now Phantom's home.

A nice change from the cell I had been in for sixteen years...

He approached his bed, where Coulson had left the gear he promised in a considerably sized black case with an icon of a white hooded mask. It was the icon Coulson had come up with for Specter Haven.

Opening the case, he found the latest gear of stealth gear that mimicked the material that he had originally used with Taskmaster's armor that was gifted to him but that was destroyed when he faced off with Taskmaster on the helicarrier.

Now this is what I loved about S.H.I.E.L.D…. the gear they have is always state-of-the-art.

This new black armor was impeccable. It had a solid strong chest plate that provided maximum defense with maximum mobility with its lightweight feature. The arm plates had Specter Haven's symbol imprinted in white on the right arm plate, along with a set of black tactical gloves. Along with armored combat boots, Coulson also added a black and silver crested utility belt decorated with flash grenades, magazine pouches, and holsters for his twin pistols, all engraved with the Specter Haven symbol.

Coulson wasn't kidding when he said I had a blank check for whatever I wanted and/or needed… It's like Christmas…

The best part of the case was the familiar silver single-edged sword that Phantom had lost on the helicarrier back in the fight with Taskmaster. Coulson had Hulk swim down into the sunken helicarrier to retrieve it from the radiated nuclear engine chamber, they had cleaned it and also engraved it with the same symbol.

Phantom twisted the hilt to see the creator's initials, A. Montoya. "I can't believe they went this far to retrieve this… I'm forever grateful." Phantom said to himself. He looked at the gear and proceeded to putting it on.

Perhaps I should introduce myself, but there isn't much to really introduce to you. I am Phantom, no not the Kit Walker Phantom, I'm just Phantom. I was once known as Alejandro Cruz, a special agent for S.H.I.E.L.D. who worked closely with other agents like Taskmaster, Deadpool, and even Nick Fury. However, Alejandro Cruz has been dead for a while now…

My story isn't your typical fairytale where there's a happy ending, I've stopped believing in such things many, many years ago. Some consider me a noble hero for my actions in Manhattan a month ago, others consider me a treacherous villain responsible for the deaths of many innocence during my time I sided with Taskmaster. I'm here to tell you that I'm neither.

I'm not a hero, and never will I consider myself one. My actions in Manhattan was just me doing what was right, and unfortunately for me, I wasn't killed in the result of the helicarrier's crash… fate would have it that I continue living to continue this mad journey. And neither am I a villain, for I'd rather spare a thousand villains if it meant saving an innocent life. It is just what I believe and it's what I stand for and would fight to my dying breath to defend.

I've lost everything that I held dear in my life previous to becoming Phantom. The love of my life fell in love with another after being led to believe that I was dead… and that wasn't her fault. I understand her decision. However, what came new to my knowledge was that she and I had a daughter shortly after I was incarcerated… a daughter which I've sworn to watch over. The mental connection I created with her has kept me watchful of her activities, and I've yet to reveal my continued existence to her in her dreams.

With that said, I've committed what life I have now as the Phantom to hunt down those responsible for the conspiracy that was unraveled when I faced off against Taskmaster, and it starts with Magneto and his string of inhumane projects which experimented on people like Alejandro Cruz and turned him into these "infiltrator" mutants with the ability to disappear and reappear at will. Something much like Susan Storm, but we lack force field generating abilities, but we are much more potent in the variety of skills we have become infused with.

As far as my knowledge reaches, there are three others like me, as there were three other projects that tried to recreate the perfect mutant using a serum blended with the abilities of various famous and infamous mutants. I've been tasked by both Coulson and Acting Director Maria Hill to find Nick Fury, who was captured by Deadpool and taken off somewhere, presumably with Taskmaster's help. However, before I do that, I requested to seek these three mutants: Bruce Melle, who was the subject of Project Orion in 1992; Carmen Salvador, who was the subject of Project Chronos in 2005; And Drake Ashbell, who was the subject of Project Vulcan in 2008. Along with the project that created me, Project Vitruvian, these four experiments were part of a category that Magneto listed as "Athena-Class Projects".

I'm going to find these mutants and offer them a place in Specter Haven, and hopefully, they can help me get to the bottom of this mystery shrouded in darkness and deception. I've requested for the help of Spider-Man and one more member of his team to come with me as I find these mutants, I owe him this much for having rescued me from Taskmaster's hideout and aiding me in defeating him.

Phantom finished gearing up with his black armor. After putting his white mask on that covered his whole head, he draped his signature black hood that connected with his tattered cloak over his head and placed a white face-plate over his mask.

He put on his gloves and carefully placed his sword on the sheath on his back.

And now, we begin!


Well, after much decision on my own time, I finally decided to begin the second story in earnest. I hope you all enjoyed this small prologue! I'll be working on the next chapter and due to how busy things have gotten for me on my end, I think I'll start updating this story on a weekly basis. I don't intend it to be as long as The Phantom because it concentrates on this "team" that Phantom's making, thus the title Specter Haven.

As always, readers, your feedback is greatly appreciated, and I'd like to thank you all for encouraging for a second part to come into play. I hope this matches up just as great at the first!

Enjoy! :)