Hey everyone ! I was just watching the Yj tv show and I had an idea to create a similar series for the Marvel universe. And thus, the Young Avengers was born! Lol. Anyway, please leave a comment and fav if you liked it so far, it really helps me write more better content! Constructive criticism is welcome! Thanks!

All characters in this series are owned by Marvel Comics

Chapter One- A New Day


MANHATTAN, NEW YORK, JUNE 20 , 17:13 EDT

The hottest day of the summer so far was drawing to a close and the crowd of drowsy,tired out Newyorkers had taken to the streets, flooding the sidewalks as they made their way back from their daily life .Gleaming vehicles flooded most of the streets and the sounds of vehicles horns of annoyed drivers filled the weather had not been this hot in this part of the country in recent memories and many of the locals had quiet a troubled time trying to figure out how to deal with the heat.

The only thing that was slightly out of the norm was the growing sounds of police sirens filling the air . The sounds started getting closer and closer, louder and louder . Some of the pedestrians seemed to heed the sound of the incoming police cars while others chose to ignore it, continuing to walk erroneously along their path.

A large containment truck, at least twenty feet long, with the words "STARK Industries" emblazoned along it's sides, came swerving round the city block with a dozen or more police cars giving chase. The driver of the vehicle did not seem to care much for public disturbance as he began to ram the front of the truck against the back of cars in his path, sending it flying out of his way.

The driver, a red head man in his early twenties, had a wide maddening grin plastered on his face as he rammed other vehicles out of the way. He was clearly enjoying what he was doing. Four other men, masked, were inside the truck in the cargo compartment, running a hacking device on the locked containers that housed the liquefied vibranium vials.

What had been a normal Monday evening for the local New Yorkers had now become a mad rush to escape the vicinity of the oncoming vehicular fight. Cops were firing at the back of the screeching truck and the pedestrians were now bolting in various directions as panic had now begun to set in.

The Stark Industries truck rammed hard into a nearby parked icecream van, sending it flying up and towards a small group of children who stood there, rooted to the spot in fear. Bare seconds before the tumbling vehicle crashed into them, a large, hapazardly constructed web appeared between the children and the oncoming vehicle, catching it mid air .

As the children eyed the webbing with an expression of mingled curiosity and confusion, a blur of red and blue zipped by, too fast for the naked eye to see clearly.

Spiderman swung through the air, giving chase to the runaway truck, keeping a safe distance .Upon thought command, his mask lenses blinked and his vision zoomed in on the truck, giving him an infrared view of the vehicle.

It had been about a year since that fateful day when Peter Parker had been bitten by that radioactive spider on that Oscorp field trip and he'd been a shield trainee for less than seven of those months.

Back when he had first started his gig as 'Spiderman' he'd hoped to keep his dual life a secret from everyone, including his aunt May. But all that effort to keep his superhero life a secret had been thrown out the window like a bag of rotten eggs the minute Shield Director Nick Fury and a bunch of other undercover shield agents showed up at their apartment and exposed Peter's biggest secret to his Aunt.

Life hadn't been the same since. He was now a shield trainee superhero, training to become the next generation of Avengers, along with his two friends Luke Cage and Sam Alexander . Speaking of which, where were they?

Peter finally caught up to the wheeling truck and landed with an adept summersault onto the top of the moving vehicle. He then climbed down towards the driver's door and knocked on the closed window.

At first, the man at the driver's wheel almost jerked in shock at the sudden intrusion before he wheeled down the window, clenching his teeth and glaring at Spiderman.

"Hey there , mister Criminal!" Peter exclaimed with a grin on his face, holding out his hand into the vehicle to shake the other's hand, " You may have heard of me. The name's Spiderman. "

"You can call me Spidey,you can call me Webhead,you can call me Amazing. Just don't call me late for dinner, ya get it?" Peter chuckled and as an answer, the driver lurched out at him, trying to land his knuckles on the teenager's face. The man cursed in frustration at Peter.

"Dude, your social skills need a lotta work. And dincha mom ever tech ya it's bad manners to curse like that? Very disappointed in you!"

As a response, the driver growled in anger and handed the wheel to his partner sitting in the passenger seat. He then reached down and yanked out his shot gun and pointed it straight at Peter's head.

Peter squeaked in terror and ducked out of the way as the gun fired. He clambered back away from the driver's door as the man leaned out of the window and began firing after him.

"I thought you said you had this 'handled' !" a familiar voice called out to Peter as he clambered to the top of the cargo compartment of the truck to avoid the gun shot.

Looking to his left, he caught sight of Luke Cage speeding along towards them on his thick, red streaked utility motorcycle. He was wearing his yellow and black body suit paired with the thick army boots and biker gloves that Peter always saw him with. Peter had to bit back a snicker as he caught sight of the black glass he was wearing over his eyes, concealing them from view.

"Seriously? You're still wearing sunglasses at night?!" Peter chortled as Luke gave him a tired look.

"They're not sunglasses. They're scanner goggles. And can we just focus on the finishing the mission before you start mouthing off ?" the eighteen year old sighed as Peter gave him a thumbs up.

Just then, the rear doors of the container truck burst open and two out of the four men from inside began hurling grenades at the chasing police officers, sending a few of them flying off while others wheeled off the road as they hurriedly tried to steer their vehicle out of the line of fire.

"You handle the front. Try to stop this thing. I'll take the back." Peter remarked . Luke nodded and increased the speed of his motorcycle so as to draw level with the rear end of the truck.

Peter flipped towards the rear of the truck and shot his web at two of the henchmen who were firing at the chasing policemen. The truck kept racing forward as the two men were yanked out of the moving vehicle and ended up hanging upside down on a nearby lamp post.

Peter then hung off the edge of the truck and into the container compartment where the remaining two henchmen stood ready, guns aimed at him.

"Guys! Is this how ya treat a guest?" Peter quipped, throwing his hands up in the air.

/

Luke was speeding ahead of the runaway truck with one of the men upfront firing his shotgun at him, missing each shot. Just then, the men stopped firing , their eyes staring up ahead instead at a speck of bright light moving rapidly straight towards them.

Luke only caught sight of the oncoming object at the last second and managed to wheel his vehicle out of the way as the speeding object shot past him and collided head on into the front of the moving truck, shattering the window panes of the vehicle .

"Holy..." Luke murmured as he watched the vehicle tumble sideways and land on it's side, screeching along the tar roads.

The vehicle skidded along the road, coming to a final halt as it crashed into the side of one of the nearby apartment buildings. Dust and debris littered the road and the nearby apartment block. As Luke drew nearer to the upturned vehicle Peter stumbled out of the container compartment, the lower half of his mask pulled up and his hand clasped over his mouth. He did not look too good.

"You're welcome." A voice remarked arrogantly and Luke looked up to see the familiar sight of Sam Alexander, or Nova, as he was also called, hovering down to them with a smirk on his face.

"What?" he shrugged as Luke gave him stern glare. "You two were taking too long. We haven't got all day. Today's the day, remember?"

As they watched, the remaining police cars screeched to a halt, a few meters away and loaded their rifles, aimed at the upturned truck as the henchmen crawled out, clearly disoriented , their hands and feet webbed together.

Luke let out an exasperated sigh and was about to mouth off on his friends when the sound of repulsor engines whirred through the air, blanketing all other noise. As they all looked up, it didn't take them much time to catch sight of a large trapezium shaped aerial vehicle hovering slowly above them all, a few hundred feet above the ground level. The Shield helicarrier.

"Come on, Slowpokes! The first step to becoming full on Avengers awaits!" Sam exclaimed enthusiastically and shot skyward , with Peter following him through closely, the two of them racing each other to see who could make it to the top first. Luke let out an exasperated sigh, watching his two friends before he accelerated his vehicle.


"You don't have to thank us." Sam remarked coolly as the three of them sat at the long metal table of one of the mission briefing chambers in the helicarrier.

In front of them stood a very annoyed Director of Shield who looked like he was trying his best to not unleash his rage on the teenagers. Peter and Luke seemed to have caught onto the body language of the middle aged man but Sam was busy boasting about their mission , leaning back in his chair with his two legs placed comfortably on the table.

After a few moments of awkward silence in the room, Sam cleared his throat .

"So.. um.. Directory Fury, Sir. When exactly do we have to relocate to Avengers tower?"

As an answer, Nick Fury glared at Sam with his one eye until the latter cowered and shrunk in size. Peter chose to fiddle with his thumbs while Luke pursed his lips waiting for the storm he knew was about to come.

"You three are nowhere near ready to become Avengers, let alone think about it." Fury finally broke the silence.

"Aw come on! This was supposed to be the day! Step one to becoming full fledged members of the Avengers! You can't treat us like...like we're children!" Sam exclaimed , throwing his arms up in disdain.

"We did stop the runaway truck like you said." Peter piped in . Sam flashed him a toothy grin in appreciation of the support.

"I also remember specifically telling you three to keep the public damage minimal." Fury chided, his nostril flaring.

"You stopped the truck, yes. But in the process, you caused a lot more collateral damage than what would have occurred had you not interfered. The total of the public damage you three caused in under twenty minutes sums upto fifteen million dollars !"

Just then, the holoscreen that was displaying a recording of the events from earlier was disrupted as a distress signal from Captain America came through.

"Captain America to Director Fury. There's been an explosion at the Ravencroft Institute. The place is on fire." Steve remarked .

"I've had my suspicions about Ravencroft for a while now. This may present the perfect opportunity to—" Fury was stating as Captain America's transmission was interrupted by yet another one, coming from Doctor Strange, who seemed evidently disturbed .

"Baron Mordo and a few of his acolytes are attempting to use the amulet of Agatha to block out the sun. Requesting full Avengers response."

Fury shifted his gaze to Captain America, who pursed his lips.

"It's a small fire. Local authorities seem to have it under control." The captain responded .

"Then Ravencroft can wait. " Fury responded before typing some code on the holographic keyboard .

"All Avengers rendezvous at Doctor Strange's coordinates. Fury out."

Fury then turned to the three teenagers in the room and pursed his lips.

"You three. Stay put."

"What? Why? " Peter exclaimed. "We could at least help out with the Ravencroft thing."

"You're not trained." Fury simply stated.

"Since when?" Sam blurted out in dismay.

"I meant you're not ready to work on top level missions yet. Stay put till we can find another mission for you to work on when you're ready." Fury stated sternly before marching out the room.

Sam clenched his teeth and growled in frustration, sinking back into his chair. This was supposed to be their moment of glory, not some life lesson from a one eyed school principal.

"When we're ready!? How the heck are we ever supposed to be 'ready' when they keep treating us like…like we're kids? Like we're rookies?" Sam hissed in frustration.

Luke let out a sigh . "I thought they trusted us."

"Trust? Get your head out of the sand , dude! They don't even trust us with the basics! Did Fury ever tell you that the earth's mightiest Heroes have got four different headquarters around the globe?One of em is a cloaked satellite up in the skies called 'The Flying Fox'! I don't even know why the heck we're still here at this dump." Sam hissed in frustration .

Luke pursed his lips and looked down. Sam was right. Apart from Captain America, he had always looked upto Fury as a great leader, the one with the foresight , the one who could make the impossible work. But who was he kidding. The man was a super spy. His secrets had secrets. Maybe he even had secrets that he kept from the Avengers themselves.

Seeing no response from Peter, he glanced sideways at the teenager and was a little confused to find him sitting there, lost in thought, not mad or frustrated. His eyes were wide and glassy, giving off every sign that his mind was elsewhere.

"Pete? "

"mmm?" Peter mumbled, snapping out of his chain of thought as he caught sight of the other two staring at him. "Was just wondering. What if ... we did their work for them? "

"You mean… " Luke remarked as Sam finished his thought for him.

"Investigate Ravencroft for Fury before he even gives the order?"

Peter nodded with a smirk on his then got up and walked over to the computer system and began typing away on the holopad.

"What're you doin?" Sam interjected, a little curious now.

"Finding out about Ravencroft." Peter answered . Just then, the holo monitor flashed red.

"Access denied."

"Henh. Wanna bet?" Peter snorted and began typing away codes on the keypad too fast for Sam and Luke to keep a track of.

On the third attempt, Peter seemed to have breached the security protocols of the system as the monitor flashed green this time.

"Whoa.. How are you doing that?" Sam breathed in awe as Peter began hacking into the Shield database.

"Dude. You forget that I'm a science whiz." Peter snorted as he searched up information on Ravencroft Institute.

"Alright. Ravencroft Institute. Genetics lab. Located near the outskirts of the city." Peter read off the monitor.

"And?" Luke egged him on.

"It's… all there is."Peter answered.

"But Fury's suspicious. So it's gotta be worth investigating." Sam interjected with a toothy grin.

"Solve their case before they do?" Luke remarked thoughtfully. "But Fury did say to stay put."

"Yeah! But from the Baron Mordo mission! Not Ravencroft!" Peter smirked.

"So that's two against one, Cage. No matter what ya say, we're going." Sam grinned, donning his helmet.

For a few seconds, Luke didn't respond, weight the options in his head. The other two didn't wait around and were almost at the door when they heard him call out.

"Alright people. I'm in!"


The building was burning amber. The flames danced , raging and all consuming as it released a black plume of smoke , a bright beacon of orange against the night sky. Nearly every part of the building was consumed by the encroaching fire and a small squad of firemen were gathered at the ground level, attempting to put out the flames.

"HELP US! WE'RE STUCK!" three men wearing signed lab coats yelled from the third floor of the building, waving their arms frantically at the firemen who were prepping the ladders.

"Stay still, sir. We're coming up—" the captain was saying before an explosion behind where the helpless men stood sent the men flying out of the floor and tumbling down towards the concrete floor.

Just then, a beam of bright light shot towards them and seconds before they hit the floor, Nova had grabbed the two of them by their collars and dropped them softly on the ground before giving the firemen a salute and flying back into the burning building just as the firemen finally managed to put out the fire.

As the firemen stood there, dumbfounded, they were even more at a loss when Spiderman and Powerman came by, the former swinging into the building behind Nova with ease while the latter sprinted towards the building before leaping up, gaining almost three stories in a single bound and following after Spiderman.

/

"Found anything yet?" Luke inquired as he found Peter and Sam huddled in front of a computer monitor, the former typing away on the keyboard.

The three of them were standing in the midst of a derelict computer lab. The power grid of the building had been destroyed and the floors were heavily singed and layered with was a miracle that the computers were working.

"Nope. Whatever it is they're hiding, they've done a pretty decent job. " Peter responded despondently.

"Sam. Let's take a look around while Pete runs the system."

Sam nodded and followed Luke out of the dark computer lab and into a similarly dark hallway . For a moment, Sam thought he heard someone walking and he craned his neck towards the sound.

His eyes widened in shock as he caught sight of … something standing in the elevator just as it closed shut.

"Guys… Did ya see that?" Sam whispered as he edged toward the elevator, a little spooked out by what he saw.

"Elevators should be locked down. " Peter responded as he joined the other two.

His mask lenses squinted as he ran a scanning program on the elevator door.

"Thought so. This kinda elevator is in the wrong building." He answered vaguely. Sam turned to Luke to see if he understood what Peter had just said. The latter seemed just as at a loss as he was.

"Uhh… meaning?"

"This is a high-speed express elevator. Basic protocol for these bad boys say that there needs to be at least fifteen floors for them to function. "

"But—this place has got only—" Sam murmured .

"Three floors." Luke nodded, understanding Peter's suspicion now. "It doesn't belong here."

"Neither does what I just saw." Sam muttered apprehensively.

"I'll get it open." Luke remarked and moved ahead. He took a deep breath and dug his fingers into the elevator door partition. He grunted under the strain until he was finally able to pull the metal doors open.

"Holy shit…" he breathed, staring down from the opening. The other two joined him and realized why he was at a loss for words.

The three of them were staring down at an elevator path that seemed unending, endless.

"Guessing that's why they need an express elevator." Sam mumbled in dismay.

"Come on." Peter mumbled and leapt off the platform, free falling down the elevator path and disappearing from the view of the other two.

"After you." Sam grinned at Luke.

/

By the time Luke and Sam reached the bottom of the elevator, Peter was already sitting crouched , a circular holoscreen in front of him , coming from his web gauntlet on his wrist.

"Disabling security protocols…. Now." He mumbled .

Instantaneously, the elevator door slid open , revealing a long, endless corridor of nothing but white tiles and flooring. There were green lamps lining the ceiling of the floor, each spaced out symmetrically.

"Uh.. okay.. This is not creepy at all." Peter mumbled sarcastically .

"Where the heck are we?" Luke mumbled, glancing around the area. There was nothing to see anywhere except for the many tiles .

"Uh…Sub level thirty six. " Peter responded, checking his gps system .

"We are way in over our we call in Fury or the Avengers?" Luke inquired, looking around .

"And let em steal our thunder? No way dude! Come on!" Sam remarked and sped forward.

"Nova! Slow down!" Luke called out as he and Peter chased after their friend.

The three of them moved quickly through the corridors and find a singular sliding compartment door at the very end. Upon reaching it, Nova bursts through the door and almost shrieks out in shock at what he saw. He would've done it too, had it not been for Peter who shot a thick plaster of web fluid at his mouth, sealing it shut. The three of them slunk back out of sight, behind a large horizontal pillar and watched the scene, crouched out of sight.

"What the hell are these things?" Luke whispered in shock.

They were inside some kind of vast hall, almost the size of a football field. Just like everywhere else, the flooring and the wall was pure white , giving off an eerie vibe . But the most unsettling thing were the giant fifteen foot tall creatures that stood before them, behemoths.

The creatures were bizarre indeed. They had thick grey skin that seemed impenetrable with glowing red spikes and exoskeletal protrusions sticking out of the back of their spine. Each of the massive creatures possessed two gritty looking tusks(for the lack of a better word) that stuck out from their mouth. They sort of reminded one of ugly looking elephants, except for the fact that these creatures had no trunks and their faces looked like they'd been smashed in grotesquely .

"Please tell me we're just in a middle earth movie." Peter whispered as his heart began to race.

/

He carefully tempered the temperature on the vials, incubating them to make sure they synthesized. He pursed his lips and slid his glasses back up his nose as a bead of sweat trickled down his forehead.

Otto Octavius stood in the middle of his lab, working on the latest batch of enhancement genomes for the employer. His work was laid out in front of him and papers lay haphazardly on the metal tables. A holographic screen displayed the processing progress of the data input .

He sat there, bent over his work just as the double doors to his quarantine unit slid open and Crossbones marched in, his black helmet gleaming under the bright lights in the lab.

"Tell me, Rumlow, what part of no interruptions did you not understand?" Octavius hissed as he glared at the newcomer over his hunched shoulder, wiping his sweat on his lab coat.

"One of the mechadroids on sublevel thirty-six reports a security malfunction. " Rumlow growled through his helmet, his bloodshot eyes glaring at the doctor's back.

"Probably a faulty command unit. " Octavius responded impatiently.

"Look doc. I'm paid to make sure this facility stays out of the sight of unwanted attention. And I intend to do my job whether under your discretion or not." Rumlow growled.

"Urgh…. Fine. Take a squad and investigate. But I want minimal damage. "

/

"Are ya done yet?" Sam whispered impatiently as the three of them stood before a silvery sliding door, with Peter attempting to override it's security control panel.

"Hold onto your pants will ya? You two wouldn't have even made it past the top levels without moi." Peter retorted as he finally bypassed the panel.

The doors slid open with a plume of translucent smoke and the three of them rushed inside just as a battalion of patrolling men marched round the corner. The three of them smiled at each other and then turned around, stopping In their tracks at what they were seeing.

They were now standing in a long, spacious hallway that had rows and columns of man sized glass vials erect. There didn't seem to be anything stored within the vials except for crackling blue electrical energy that glowed rhythmically within it's container.

"Okay.. I'm officially weireded out now." Peter mumbled in dismay .

"Guys, look!" Sam exclaimed, pointing at the end of the wide hall.

To their shock, at the end of the hallway , strapped to some sort of mechanical device with wires connected all over his body, was electro. His eyes were shut passively and bluish energy crackled around his cobalt body which seemed practically lifeless.

"Of course! That's how Ravencroft hid all it's secrets from the rest of the world. It's power source isn't even on the power grid! It's generating it's own power!" Sam whispered.

"Talk about violating human rights." Peter mumbled.

"What ... Who did this to him?" Luke whispered in shock as he walked upto the cylindrical vial that Electro was being held within.

"Dunno. But I can find out." Peter answered and he began typing away on the control panel to the containment unit that housed Electro.

"He's.. providing over seven trillion watts of electricity, enough to power half of the west coast!" Peter exclaimed in disbelief.

"So what would these guys need all that energy for?" Luke inquired.

"Hm… says here it's for something called… Project Changeling."

"Project what now?"Luke responded, clearly not keeping up. Peter accessed one of the data folders and his lenses widened in shock.

"They're the creatures we had the pleasure of meeting earlier. And..whoa! Look at the stats on these things! " he exclaimed .

"Super strength, telepathy,razor claws, Adamantium endoskeletons! These guys are breeding living weapons!" Sam mumbled as he read the data off the screen.

"They're engineering some kinda army… " Luke muttered. "But for who?"

"That's not something you're at liberty to find out about." A coarse voice shouted from behind and the three of them spun on their heels to find themselves face to face with Crossbones, who had a few armed men with him, along with a variant version of the Changelings. These were a lot smaller than the behemoths from before and the looked more akin to humanoid raptors, snapping their jaws.

"Hah! You guys seriously look like ya belong in a bee-grade horror flick!" Peter chortled as he crouched to the ground.

"Take em down! No mercy! But leave the little bug to me." Rumlow growled . At once, the men and the changelings behind him charged the three teenagers, forcing them to split up.

Peter sprang up just as Rumlow shot a grenade at where he stood.

"Dude. Did you just copy your symbol from the Punisher? At least try and come up with something original!" Peter quipped as he flipped over two changelings , webbed them up together and swung them over at Rumlow, who managed to duck from under it just in time.

Sam flew upwards as the Changelings chased after him, sprouting scaly looking wings from their back. He made a sudden turn, outmaneuvering them and them shot them with energy blasts from behind, rendering them out of commission temporarily.

The men realized that Luke was not susceptible to bullets, hence they resorted to aiming grenade darts at him that stuck onto his body before exploding .

"Anybody..ngh.. got a plan?" he grunted as he ripped up one of the tables and hurled it at the men attacking him, catching a few of them head on.

"Working on it, big guy!" Peter exclaimed as he summersaulted over Rumlow and attempted to sprint towards the exit.

"Yer not getting away, bug boy!" Rumlow roared and shot a tazer blast at Peter, catching him around the foot .

A peter stumbled back to his feet, shaking himself out of the stupor, Rumlow came up from behind and by the time Peter's spider sense warned him of the threat, the assassin already had his muscly arms wrapped around Peter ,trying to crush him.

"Urgh dude! When was the last time you had a bath!?" Peter squirmed as he wriggled in Rumlow's grip.

Finding enough space, Peter yanked his left hand from from Rumlow's grip and changed his web shooter setting, striking his attacker with taser webs. As a result, Rumlow was blasted off his feet in a trail of smoke.

Peter then swung towards the exit, avoiding the fight as the other changelings and the armed men were too focused on Luke and Sam to notice Peter escaping.

Sam blasted the men attacking Luke and then helped his friend get back to his feet.

"We are so screwed." The former remarked as the security breach alarms began ringing around the entire facility, alerting everyone to their presence.

"Come on!" Luke exclaimed and bolted out the way they came in. Once outside, they turned left to catching sight of a battalion of armed men charging at them.

Their hearts ramming against their chest, they took the other option and made a dash for it in the opposite direction. As they rounded the corner, they caught sight of Peter at the end of the corridor, typing away at the control panel of one of the two elevator doors.

"Way to be a team player, Web head!" Sam chided irritably as they reached Peter.

"Hmm. Coulda sworn I thought you were right behind me!" Peter smirked just as the elevator doors opened.

Wasting no time, the three of them sprang inside the elevator and the doors slammed shut bare seconds before the charging changelings reached them.

"Well.." Sam panted, his hands on his knees as he tried to calm down his heart ramming against the inside of his ribs, "At least we're still alive."

"Pete, I thought we're supposed to be headin up. Not down…" Luke sighed as he glanced up at the monitor which seemed to indicate that they were indeed going deeper beneath the earth surface.

"Uh..heh-heh. Whoops!" Peter chuckled, shrugging , a little embarrassed . "Sorry. Was too focused on getting us away from creepy genetic monsters."

After what seemed like hours, the elevator finally came to a halt at what seemed to be the lowest floor in the entire facility. As the doors sprang open, the three of them quickly assumed defensive stances, ready for imminent attack. But there was no one.

"Hmm.. At least expected the boogie man to pop up after what all we just saw upstairs." Sam remarked as the three of them walked forward. Similar to the rest of the facility, this hallway seemed to made of the similar white flooring and walls. In front of them were two identical hallways that split off from the main corridor.

"So… " Peter mumbled , " Where would you two wanna hang out? Creepy looking hallway one or creepy looking hallway two?"

"Uh… does that answer your question?" Luke mumbled, staring ahead at the left hallway, out of which came a bipedal creature with a gaunt, alien face. It's beady glowing eyes fixed on the three of them and it's grey horns, similar to it's thick grey skin began to glow crimson.

"That's the thing I saw from above!" Sam exclaimed .

The Bipedal creature(which the teenagers now identified to be a Changeling variant) charged at them, it's eyes glowing red. Sam flew upwards as Peter leapt up, clinging onto the ceiling.

Luke managed to catch the charging Changeling head on, grabbing it by it's horns before spinning on his heel, swinging it along and sending it flying back into the elevator just as the doors closed shut.

"Come on!" Sam called out and sped on ahead with Luke and Peter following closely behind him.

"How many types of these things do they breed anyway!?" Peter groaned as the three of them rounded the corner of the corridor and came up face to face with a circular metallic sliding door. For some reason, this door seemed different from the rest and appeared to be much more secure and reinforced.

"Get to the hacking, web head!" Sam chided .

"Sheesh. You're starting to sound like Fury now." Peter quipped as he began typing on the control pad. After the fifth failed attempt, he gave up.

"I can't.. It'll take me data's under triple encryption." Peter mumbled in dismay.

"Well somebody come up with an option bee cuz we got trouble comin in hot!" Sam yelled from the corner bend a terrified look on his face.

"Move." Luke roared and crackled his knuckles before digging his fingers into the sliding door and yanking it back open.

"Ngh.. I.. can't hold it open much longer. Get in!" he grunted in strain as he held the door open.

Without needing much coercion, Peter and Sam sped through the door and Luke followed them through, leaping inside just as a battalion of armed guards and Crossbones came bolting round the corner.

Once inside, Luke slammed his fist into the control pad of the door, destroying it beyond repair.

"That should keep them off of us for a while." He panted .

"Aw come on, man. I was just starting to like our new pals." Peter chuckled as Luke gave him an unimpressed glare.

"Uh.. guys.. Ya might wanna see this." Sam mumbled quietly.

The two of them turned to see their friend standing in front of a six foot tall cylindrical containment unit. The words 'Project X-23' were etched into the glass casing of the unit. Sam clicked down on a button of the control pad in front of the cylinder and instantly, the containment unit went active, lighting up to showcase the one inhabitant being keep inside.

"Whoa…" Peter gasped .

There, kept sedated within the reinforced glass casing of the containment unit, was what appeared to be a teenaged girl. Her jet black hair sprawled around her shoulder, falling just above her hip level. She had a peaceful expression on her face, as if nothing in the world bothered her. She had a black, formfitting body suit wrapped around her body and she had a silvery metallic collar fitted around her thin neck.

"Did they… did they grow her like those other Changelings?" Sam whispered in shock.

"Pete, hack the system for info about her." Luke remarked.

"Right. On it." Peter mumbled, albeit a little shaken .

He began bypassing the encryption on the control pad and soon enough, he had sprung up the data on the girl being kept sedated in the containment unit.

"Holy crap .. Guys.. She's—"

"Wolverine's … clone." Luke completed Peter's sentence.

"No way the big hairy dude knows about this." Sam muttered, lightly placing his hand on the glass casing and staring up at her. Despite the danger of the whole situation, he couldn't help being enthralled by her peaceful face.

Peter continued to read the data on the Wolverine clone from the monitor.

"Subject designation Weapon ex-twenty-three.A synthesized clone force grown in…. " Peter's eyes widened in shock, "Ten weeks!"

"They're.. making a slave outta.. well.. the Wolverine's daughter." Sam muttered in shock.

The three of them stared up at the unmoving girl for a few seconds, a little shaken and disturbed. Finally Luke brought them out of their stupor.

/

Back outside, Octavius and his assistant, Ashley came sprinting down the hallway where Crossbones and a squad of armed men stood at the door to project ex-twenty-three, trying to get the door to open.

"Where are the intruders!?" Octavius roared.

"Inside with the weapon. They fired the circuitry. Can't get the door open." Rumlow responded.

"Goddammit!" Octavius cursed, stomping around like a mad-man.

"Get some of the Elephantines down here to muscle the door open!" he ordered.

"Already on their way." Rumlow responded aggressively.

Octavius rubbed his temple , his brows furrowed. This was a debacle. The board would have his head for this crisis.

/

Back inside the containment vault, the three teenagers were standing there, staring at the unmoving girl, unsure of what to do .

"I've gotta be dreaming, right?" Peter mumbled, pinching himself to make sure. To his disappointment, he wasn't.

"This… This is wrong.." Luke muttered. "I'm gonna contact Shield an' let em know our coordinates."

Luke tapped his earpiece and waited for a few seconds. He then let out a frustrated sigh.

"Dammit. Static. No signal. We're In too deep below surface."

"So…" Sam mumbled, "What do we do? We can't just leave her like this."

Luke stared up at the girl, still sedated behind the glass casing. There was a voice inside his head which was telling him to leave her be and to try and get out with his friends while he still could. But he knew he wouldn't be able to live with himself if he did. She was an innocent girl who deserved to decide her own fate instead of being turned into a slave.

Making up his mind, he turned to Peter.

"Free her. We'll take her with us . Shield can sort her out."

"If you say so. But If Fury comes calling, you're the one responsible. " Peter responded and ran a protocol on the control panel that unlocked the containment unit.

The cylinder opened, the top portion slid upwards and into a compartment on the white ceiling. A plume of translucent smoke puffed out of the pod . For a few moments, nothing happened. Then the girl began to stir.

The teenagers eyed her curiously as her beetle brown eyes shot open. For a few silent seconds, she simply stared around the room, taking in the sight, including the three teenaged boys staring at her.

"See? She's all—" Peter was saying just as his spider sense began to go berserk. He managed to spring out of the way just in time as the female wolverine clone charged in their direction, slamming herself into Luke.

She wrapped her legs around his torso and two, long silver claws shot out of her knuckles . Roaring in apparent rage, she began to slash at Luke. If it were any other person, they'd be dead right about now but since Luke had basically impenetrable skin, he remained unharmed. Peter rushed to Luke's side, shooting web fluid at the girl and then yanking her off of him and sending her crashing into what used to be her containment pod.

Growling as she got to her feet, she began aiming her attacks at Peter, who began leaping around to avoid her attacks.

"We're on your side!" he grunted as he shot a web grenade at her which blasted her backwards down onto the floor, sealed in white webbing.

"That's it, I'm taking her out!" Sam roared and shot towards the clone with his fists glowing with energy.

The clone managed to free herself from the web casing just in time as Nova neared her. She sprang to her feet and dodged his attack before grabbing a hold of his ankles as he flew by her. Spinning on her heel, she sent Sam hurling towards Peter, who ducked under the flying body just in time. Nova crashed hard into a nearby wall and rolled over, unconscious .

Roaring in an almost animalistic manner, the clone lurched at Peter, slashing at him with her claws drawn out .

"I'd hate to be the guy who'd have tuh take her to prom."Peter yelped as the clone slashed at him ferociously. He attempted to make a quick getaway from her range but he was too late. She grabbed him by his leg and charged him hard into a nearby electrical box.

Peter yelled in pain as the blue electricity crackled through his body, numbing his senses. Withint seconds, he blacked out and crumpled to the ground in a heap.

The clone stared at Peter's unmoving body, her teeth bared and panting heavily, as if expecting him to spring back up again.

"ENOUGH!" a voice came from behind her.

Upon spinning around, she didn't see much except for a blur of yellow charging straight towards her. A moment later, she felt intense pain in her shoulder area as Luke Cage charge hard into her, sending her flying back off her feet and crashing into the nearby tiled wall.

For a few seconds, the clone lay there, grunting in pain. Luke hurried over to Sam and Peter, both of whom seemed to be knocked out senseless. He couldn't get them both back up to top level on his own. He was at his wits end now.

Behind him, he heard the clone move and he turned to see her drag herself back upto her feet. As he watched, she rotated her shoulder, knocking her dislocated shoulder blade back into place before shooting him a furious glare, claws drawn out.

"We are trying to help you!" Luke made a last attempt to plead to any consciousness within her.

As a response, she bounded towards him, roaring in rage. As she slashed her claws at him, Luke side stepped her and slipped behind her . Moving as fast as he could, he slipped her arms from below her arms and locked her in a death grip, not wanting to make the final fatal move.

"I DON'T WANNA DO THIS!" he yelled to no avail.

She began struggling in his grip for a few seconds, slashing at the air . Then, she grunted as she used all her strength to leap skyward, taking Luke with her and crashed him hard into the tiled ceiling. He seemed a little disoriented from the force of the crash and she took this as an opportunity to break herself free from his grip . She then grabbed a hold of the unfocused Luke by his free arm and spun on her heel, sending him flying straight towards the sliding door.

/

Back outside, Octavius , Ashley and the other men were trying to work out how to get inside the chamber when , to their complete shock, the door burst open, blown completely off of it's hinges as a body flew in. An unconscious power man landed at their feet and the female wolverine clone walked in after him, retracting her claws.

"Whoa." Rumlow gasped. Even he was didn't think the clone would've beaten them. Especially Powerman.

Octavius stepped into the containment room , his eyes scanning the derelict room. Fumes of gas everywhere, the containment pod lay open, destroyed beyond repair. And on the floor lay Spiderman and Nova, unconscious.

A sneer crept up Octavius' face as he took in the scene. The project was a complete success.

"Well done, my child."


That's all folks! Hope you all had a blast reading this chapter !

PS: In this story, Luke and Nova are essentially wearing the same suits they wore in the Ultimate Spiderman cartoon. As for Spidey himself, in my story, his basic spider man suit looks like the one he wears in the MCU, much more tech based.