Just wanted to say that Lilith Walker is my OC and in this fic she has been part of the team since the beginning. I apologize for any OOC in advance. This fic was first inspired by 'Terrible Things' by Mayday Paradise.

Special thanks to my friend, TotallyGurly, for basically coming up with the title for this fanfic

Summary: What would you do if someone told you; you had 3 weeks to live? Well that's exactly what someone told me. But I wasn't just worried about myself; I was also worried for my friends. I guess this whole mess started on a beautiful Saturday afternoon…

Disclaimer: I do not own Ultimate Spider man, I just own my OC Lilith

From Lilith's POV

Chapter 1: Where it all began

I breathed in the fresh air of the park, "It's a perfect day to start the summer." I said. I looked over at my boyfriend, Danny Rand, who said, "I hope it's like this during most of the summer, it's a great way of enlightenment." I smiled at him as he grabbed my hand. Danny and I had been together for just over a year now, as Sam put it, 'FINALLY admitting our feelings towards each other', although we've been friends since the age of 8.

When I was 10 my mom got a job transfer, but when she died I continued to use my powers for good. That's when SHIELD took me in and properly trained me to become a better hero. Years later he brought me and 5 other teenage heroes together and told us that we would become a team, Spider man aka Peter Parker, being the leader. That's was my first time seeing Danny again since we were kids.

Danny and I had just finished meditating together (yes Danny got me into mediation when we were 9!) and were just enjoying a walk in the park when…

"Danny!" said a voice through Danny's transmitter.

"Spider man!" he replied after seeing Peter in his costume.

"Is Lilith with you?" Spider man asked.

"Right here" I said.

"Great. I'm calling the team, Doc Oc is destroying Oscorp and-" There was an explosion downtown and our heads snapped up towards that direction, the explosion cutting off whatever Spider man was about to say. But he didn't have to say anymore.

"We're on our way!" Danny and I said together.

888

Iron Fist, Nova, White Tiger, Power man and I, Jade, arrived just in time to help Spider man. We broke through a wall in time to see Doc Oc just about to cut Spider man's head clean off with a laser. Spider man was trapped under some rubble and was beginning to panic until he saw us. Nova and Iron fist went after Doc Oc while Tiger destroyed the laser and Power man and I helped Spider man out of the rubble.

"Hey Doc, only I'm allowed to annoy the little web-slinger!" Nova shouted as he soared through the air and attacked Doc Oc.

"Gee thanks Nova." Spider man said sarcastically as Power man and I successfully helped him out of the rubble.

"Your welcome!" Nova replied smugly, landing next to him.

Suddenly Doc Oc quickly got up, avoiding a punch from Iron Fist and an energy blast from me, he swiftly pressed a button on his computer, and at first, nothing happened.

"What? Another invention failed to work?" Tiger mocked. Doctor Octopus grew a little frustrated and looked like he was about to shoot some nasty comment at us when dozens of drones appeared, seemingly to have come out of nowhere. Before anyone could act, we were all surrounded. That's when I noticed a smug look on his face.

"New toys?" I shot at him.

He didn't say anything; the evil smile on his face just grew as he slowly began to back away into the darkness. Then, all the drones attacked at once. I threw an energy blast at one in front of me and another to the right, barely turning around in time to kick one hard enough to knock it's robotic head off. I continued fighting and heard battle cries from each of my teammates. From the sounds of things, I thought we could easily win this battle. But of course, I knew better than to become over confident in battle. That wasn't my job.

As the number of drones began to decrease I quickly glanced at each of my teammates. Power man was throwing heavy objects around, White Tiger was slashing her way through the drones like it was just a warm up, Spider man and Nova were coming up with some of the cheesiest of puns and Iron fist… Where'd he—

A drone, slightly larger than the others, was about to hit me on my head, which would have definitely knocked me out cold. I couldn't turn around fast enough and was about to get hit when it was suddenly destroyed by a certain guy with 2 iron fists.

I guess he was watching me during the battle. We both lost our parents at a young age and so we are protective of each other, afraid of losing another loved one. "Thanks Fist" I said to my boyfriend. He smiled a gorgeous smile and was about to say something. But we felt a slight tremor and his smile faded.

We all looked at Power man hoping that he had just dropped an extremely heavy object. "Wasn't me." He said shaking his head and looking just as confused. "Uh, earthquake?" Nova suggested. "I don't think so" Spider man said.

"Wouldn't normal earthquakes usually—" White Tiger started, but was cut off.

That's when things got chaotic. And honestly, it was all a blur. Spider man would sum it up like this; Doctor Octopus reappeared, some huge battle broke loose, it's not clear who won because the ceiling began to cave in and we all escaped but unfortunately so did the Doc.

I also felt a small pain in my arm when the ceiling began to come down, but it was probably just some rubble…

What did you guys think? I'm open to suggestions on what should happen in future chapters. Let me know in your reviews!

Btw, Lilith has medium length light brown hair and green eyes.