Ultimate Spider-Man: Vanquished Revenants


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

Foreword: This story is the final installation to the Phantom Trilogy, culminating the events of Ultimate Spider-Man: The Phantom and Ultimate Spider-Man: Specter Haven. For those who haven't read the first two, this story chronicles the story of my OC, the Phantom, and his involvement with Spider-Man and his team. The story itself isn't canon to any storyline and everything that's happening and will happen is all based off my own imagination and the collective suggestions from the community. It's recommended that you read the first two stories before proceeding with this one, but I won't stop you from reading on further! :D I hope I deliver a memorable finale to the trilogy with this one and I thank you all for your support and feedback!

Enjoy! :)


Prologue: What Once Was...

Midnight in New York City... (Spider-Man's point-of-view)

Heavy rain was pouring over the city that never sleeps. Traffic was locked up on the main streets of Manhattan, tourists were out and about leaving some big show on Broadway, going back to their hotels, and locals were leaving the bars before last call.

Life had returned to a state of normality after the events that transpired two years prior, where a mercenary army led by Taskmaster tore through the streets of Manhattan in an attempt to seize control and take hostage thousands of innocent men, women, and children in order to force S.H.I.E.L.D. to disband. This act of terrorism left an unforgettable scar on the memories of those who were there when it happened.

To this day, they were still searching for the lost, most having lost hope in an attempt to move on. They tried their best to do so, to move on from the Manhattan Incident and from the September 11 Attacks. This built on their resolve as a hardy culture, the culture of New York City.

On this particular rainy day, a woman working at a law firm down the street from Daily Bugle Communications walked out from the first floor of the firm's offices after a long night working an important embezzlement case.

She was young, of Asian origin, had long black hair, and wore a professional dress and black closed toe high heel shoes. She walked out into the rain and quickly pulled up her black umbrella, opening it up to protect herself from getting drenched. Not owning a car, she began walking back home, which was a few blocks south along a busy street.

As she passed the offices of Daily Bugle Communications, a late night special with J.J. Jameson appeared on the large television screen that overlooked the street. The woman looked up at the funny-mustached reporter, hearing the news report he had to give.

"…In recent news, the heads of the United Nations has called for a resolution between global protection agency, S.H.I.E.L.D., and the militarized organization known as R.O.G.U.E., whom former S.H.I.E.L.D. agents have defected towards in an act of defiance towards the agency's policies on Mutants. The United States government has been appointed as the mediator to find a peaceful resolution to this conflict and to bring to an end to R.O.G.U.E.'s military operations against S.H.I.E.L.D. overseas…"

The woman walked on by, having bigger issues to worry about than a civil war within S.H.I.E.L.D. She walked on without a care, not even noticing a rough-looking character begin to follow her from an alleyway she passed by.

Danger loomed her way without her even noticing it. He waited until she turned the corner into an empty back-street, where he rushed in and quickly pushed her into an alleyway, shoving her onto the ground and dropping her purse.

Dazed, the woman looked up at her attacker in time to stare down the barrel of his pistol.

"Give me whatever the fuck you got in your purse!" He yelled at her, pressing the pistol at her head.

"No, no! Please! Don't do this!" She pleaded with tears coming down her face, her nerves exploding in the presence of fear. "Please, just… just take the purse and go!"

She grabbed the purse and pushed it to his feet, trying to crawl back away from him. With his pistol still aimed at her, he crouched down to pick it up and began rummaging it with his spare hand, holding the purse by holding it against his thigh.

The purse came up short, with no cash inside.

"What the hell, bitch?!" He growled, throwing the purse at her. "Where's the money?!"

"Please, just take my cards, there's money on there!"

She broke down, thinking that these were now her final moments, she got on her knees and began to sorrowfully pray.

"God isn't gonna save you here!" He readied to pull the trigger.

Suddenly, something shot out from the rooftop overlooking the alleyway. A white web-like material grabbed hold of the pistol's barrel and forcefully pulled it out of the man's hands.

"What the hell?!" He looked up to the roof.

In a rush of blue and red, a masked superhero jumped down and punched him across his face, knocking him down face-first onto the ground. The mugger got on his hands to try getting back up. But, the masked web-slinger spun his web around his legs, shooting a string of web up to the fire escape above them and pulled the mugger up, having him dangle in the air.

"Argh, damn you, Spider-Man!" The mugger cursed, trying to get the webbing off of his legs but didn't have enough abdominal strength to pull his body up.

"You should think next time before you decide to attack people this time of the night, man." Spidey advised him, making a small chuckle. "Also, you should probably apologize to the lady here. She didn't deserve to be called all those rude things by you."

"Fuck off." The mugger simply answered.

Spidey shook his head and aimed up to web-shoot the mugger on the mouth, forcing him to shout back in muffled noises. The web-slinger turned his attention to the young woman, reaching his hand out to help her back on her feet.

"You okay?" He asked with a tone of concern.

"I'm fine, thanks, Spidey." She gratefully answered, her hands still shaking. "I'm sorry, just… still nervous."

"You're good." Spidey assured her, patting her on the shoulder. "He's not going to hurt you anymore. The police should be here soon, they usually patrol by this street a couple times every hour. They'll book him before the night's over."

"Okay, good." She smiled, trying to finally breathe after the ordeal.

"Alright, well… try not to stray into empty streets when you're out so late at night. A can of pepper spray usually does the trick."

"Will do, Spidey."

"Have a good night." He bid her farewell, shooting up onto the nearby building across the street and pulled himself up, disappearing into the skies.

He web-swung across the rainy city, keeping an eye out for any more distressed citizens, making his way towards the Chrysler Building, swinging himself up towards one of the stone eagles, and taking a breather once he landed on-top of them. The rain began to clear up, pass by as he sat down and stared across the entire island of Manhattan, looking across both ends of the Hudson at the extended New York City area.

Once it was dry enough, he pulled out his cellphone from one of his pockets on his belt, looking through his pictures, and taking a step through memory lane as he saw old pictures of him and Tiger, having fun taking down the bad-guys, hanging out around his place, and spending time with each other, and with the rest of his team. The team he had come to miss so much.

He sighed.

I can't believe it's been two years already. Two years since I last saw my old team…

Not a day goes by where I haven't thought about them and where S.H.I.E.L.D. might've taken them. I wish I had fought them, I wish I had done something to make sure the team hadn't split.

Oh wait, I had almost forgotten that some of you might be lost in the sauce right now trying to figure out what's happened with me and why my kick-ass superhero team isn't around. Let me put my sorrow on hold and let me explain what's been going on!

Hmm… well, where do I start?

It wouldn't be a story if we didn't start at the beginning, right? So, let's wind the clock back two years. I had recently come into leading a teenage superhero team at the request of S.H.I.E.L.D. Director Nick Fury. I mean, I had only just begun to use my powers a year earlier, so leading a team of newbies was definitely not on my agenda. It really threw me by surprise!

He swiped his thumb on his phone, turning to a picture of a tall dark-skinned teen with short black hair, wearing a black and yellow suit with matching bracers on his forearms, and dark shades covering his eyes. He was standing with his arms crossed next to a downed stack of training bots in what appeared to be the helicarrier's training room, slyly grinning.

There was Luke Cage, Power Man, one of the chilliest and most charismatic superheroes I've come to fight alongside. The guy had superhuman strength and indestructible skin, making him the toughest muscle of the team when we fought against the bad guys. He had a great character and was always the voice of reason whenever the team had an issue. I miss the big guy, a lot. I regret never taking up on his offer to go on an actual training exercise with him.

Swiping to the next picture, he came across a long blond haired light-skinned teen in a green suit with a black dragon design on his chest, his hands and forearms exposed. The top half of his head was covered in a yellow mask that had sashes coming down the back of his head. He was sitting on top of a red carpet, seeming to be meditating with incense sticks around him in a stone room.

We had Danny Rand, the Iron Fist, whom we always referred to as "the human fortune cookie", which referred to his calm and serene style of speaking that was always accompanied by a phrase or advice about life. He had the obvious ability to deliver some of the hardest and most powerful punches that would even make Rocky run in terror. However strong Danny was, he was always so calm, preferring diplomacy before violence, and emphasized the art of meditation. I swear, I still smell his incense burning somewhere in my living room from all those meditation sessions.

The next picture had a black-armored teen with a gold helmet crested with a red star-like burst design on the front. The armor itself had three golden discs crossing from his chest and to his abdomen. He looked like he was trying to blast away whoever had taken the picture.

Of course, I can't forget Sam Alexander, who we all knew as Nova. If his obnoxious and sarcastic humor didn't precede him, the fact that he was the last living member of the Nova Corps would. The bucket-head always took every opportunity to show the team that he was fit to lead them before me. Truth be told, he had it in him. But, I would never tell him that, it would get to his head. All in all, I miss his humor the most. The guy knew how to brighten up a serious situation.

His heart dropped as he swiped to the next picture, which displayed a fit female teenager in a white skin-tight suit that covered her entire body. It had black tiger-stripe designs on her sides and her mask covered her whole head, leaving an opening in the back for her long and sleek black hair and yellow visor openings for her eyes. She looked like she had taken a selfie being held by the web-slinger swinging across the city.

Last… but definitely not least… there was Ava Ayala, White Tiger. She was passed on the mantle of the White Tiger by her father, Hector Ayala, who had used an ancient relic known as the Jade Tiger Amulet to keep the wild primal powers of the White Tiger in-check. She was a fierce and agile fighter. As passionate as she was about being the best out of all of us, she cared a lot about me… about us. She and I… we had something really special. I miss her…

After several battles and adventures against bad guys like Kraven the Hunter, The Beetle, Doc Ock, Trapster, The Frightful Four, Green Goblin, and other weirdoes, ol' Nick Fury had finally gotten us a special assignment we couldn't turn down.

Swiping by the pictures, he found an old one of the team on-board a Quinjet en-route to the Amazon to investigate the S.H.I.E.L.D. Archive. He had taken it shortly after take-off and he could see Nova playing on his hand-held device, Iron Fist meditating, White Tiger studying for her class, and Power Man taking a nap in his pilot seat.

We were sent to check-out this secret S.H.I.E.L.D. base they called "The Archive". It had gone dark and nobody was hearing back from the agents stationed there. Once we arrived, we got ambushed by Taskmaster and his mercenaries. With a wild fight in the jungle, we got cornered. But, we were saved by this mutate known as "Phantom", who was a former S.H.I.E.L.D. agent.

Spidey put away his phone, standing back up on the stone eagle and looking down at the streets below. He tuned in to his earpiece, listening to the police scanner that he had installed on his suit's technical gear. With the police chatter dying down, it seems like his night was over, and he was ready to head back home. He shot up a string of web and jumped off, heading back down to his apartment in Gramercy.

2:05AM, well at least I'll be able to get some sleep in before heading back to work tomorrow morning. MJ was able to get me a gig working as the mail-boy at Daily Bugle Communications. It isn't big money but it's a job. Harry offered something else but I'd rather not work around all those corporate suits and end up like him… or his father.

Anyway…

After saving us and stowing himself on our Quinjet back to New York, we find out from Fury that he was part of an experiment known as Project Vitruvian. Its purpose was to create the "perfect infiltrator mutant", which Phantom had volunteered for back when he worked with S.H.I.E.L.D. The agency however, only gave up scientists for the experiment. Someone else was the one behind it all, financially backing it.

After the experiment, Phantom had been given the power of being able to disappear, read minds, and this strange power of walking into the subconscious of those he physically touches. The man was also exceedingly good at hand-to-hand fighting and sword-fighting.

But, the experiment costed him the life he was meant to have with his wife, Maria. With the unknown effects of the experiment, Fury made the call to keep him locked away at The Archive until they figured out how to cure him.

But... the cure never came… and Phantom was locked away for sixteen years.

Web-swinging through the city, Spidey kept reminiscing on the adventures they had fighting alongside Phantom.

He recalled the moment in time when Phantom discovered that his wife had fallen in love with another man years after he was gone. She had married the man thinking that Phantom had died. On top of all this, Phantom discovered that he had a daughter named Selena with her. This shattered Phantom's heart, causing him to join forces with Taskmaster and Deadpool to help them take over the city with his mercenary army, ransoming the lives of millions of New Yorkers in order to force S.H.I.E.L.D. to disband. It almost worked too… had Phantom not realized that Taskmaster was wrong and left his side.

However, shortly before Phantom returned to the side of the good guys, he was able to frame some bad business on Fury on order of Taskmaster, forcing S.H.I.E.L.D. to arrest Director Fury and keep him behind bars awaiting trial.

The media called Taskmaster's occupation of New York City the "Manhattan Incident", since he had only been successful in taking over the island and S.H.I.E.L.D.' s Helicarrier that was stationed there.

It was awful, seeing so many mercenaries march through with giant mechs to back them up. Once we re-grouped up with Phantom, S.H.I.E.L.D., and the Avengers, we took the fight to Taskmaster and Deadpool on-board the Helicarrier.

On-board, Taskmaster activated the Helicarrier's nuclear engine set to blow up into the city once he crashed it in the middle of the island. Phantom made the attempt to stop him, but not until Taskmaster told him the truth of who was behind his experiment… Magneto.

Apparently, Magneto was planning to create an army of mutates just like Phantom using the serum that was used in Project Vitruvian, and he was not the only one. There were three others made alongside his in a series of Projects called "Athena-Class".

Phantom and Taskmaster fought until the mercenary was able to slip away, leaving Phantom and my team left to deal with a Helicarrier that was rapidly descending into the city. With little time left, Phantom forced us to bail on the ship, taking the controls himself and plunging it into the Hudson River, where it safely exploded.

We all thought that was the last we saw of Phantom then… But, unfortunately, Taskmaster still made off with a little more than twenty thousand kidnapped New Yorkers, who we never were able to locate again.

The rain had started to pick back up once the web-slinger reached his small fifth-story apartment. He landed on the building opposite and took a quick look around the empty street to ensure nobody would see him jump through into his window. Taking faith on the emptiness of the street, he web-swung through and opened the window, landing in his small studio apartment.

The single bed was closest to the window with a tall metallic locker facing opposite of it. Across from the bedroom-area was a small stove with two stove-eyes and a sink filled with dishes and a stone countertop that had chipped away from years of neglect.

Perpendicular to the kitchen-area was a small wooden desk and a lockable black metal filing cabinet where Peter kept most of his school work and documents. The door out into the hallway was next to the desk.

Spidey opened up the metallic locker with the combination he had set for it and took off his soaked costume, hanging it up to dry on one of the hangers inside the locker. Tired, he sat down at the foot of his bed in his boxers and stared at the various pictures and news articles pinned to the inside of the locker's walls.

An entire quarter of the locker had pictures of him and Ava when they were together. Most of them were selfies he had printed out and some picture-booth strips that always had the two of them kissing at the end. She had sketched doodles in class with hearts that had P+A written on them with cupid's arrow through them.

Gosh… How I miss that. I tried to start dating again months after what happened. I even had a thing with MJ again but… nothing's the same. It's hard to move on from somebody you were downright crazy about.

Further down the locker wall were the pictures Aunt May took at his graduation from Midtown High a little over a year ago. He was in his black graduation gown with his friends Harry and MJ at his side. Another picture had him and Dr. Strange (who had taken up Coulson's spot as Principal of Midtown High) shaking hands at the same graduation.

It was definitely weird having Dr. Strange as a Principal. He wasn't as serious or as strict as Coulson but I swear he had an eye on every one of his students in the classrooms, without the use of cameras!

Peter dried his face and body off with a towel he had near his bedside, grabbed his cellphone from his costume and laid down on the semi-comfortable bed, wrapping himself up in the warm black bedspread. He glanced over the red beaming numbers of his digital alarm clock.

2:59AM… just six more hours until work.

He pulled out his cellphone and scrolled through the pictures again.

Well, about a month or so after the Manhattan Incident, we run into Phantom again. He returned with a mission to find the other three mutates of the Athena-Class Projects: Project Chronos, Project Vulcan, and Project Orion. He wanted to recruit them into a covert group Phantom called "Specter Haven".

Tiger and I volunteered to help Phantom out in a week-long adventure that took us to the snowy forests of the Yukon in Canada, the graffiti streets of Los Angeles, and the windy city of Chicago, fighting off Magneto's mutants as they tried to extract blood samples from the mutates in order to "perfect" the existing Vitruvian serum.

That's not to mention these freakish creatures that Magneto sent after us. They called them "Wraiths" and they were practically Phantoms on steroids. They disappeared and reappeared and acted like mindless zombies.

Even with Magneto and this mysterious hooded man on our heels, our mission was a success.

From the Yukon, we recruited Bruce Melle, "Wolfe", the subject of Project Orion. He was a vicious sniper and a skilled hunter, being able to detect heat signatures miles away and disappear much like Phantom. A tall bearded man with a salty attitude, Wolfe wasn't exactly a people person. But, the guy had a lot of heart when it counted.

We found Drake Ashbell, "Firewalker", the subject of Project Vulcan, in the streets of Los Angeles. We found him in the middle of a street dance battle and man, the guy was good. He was streetwise and clever, using his abilities to ignite into flames and dissipate into smoke to his advantage when maneuvering between his enemies. Firewalker had courage… and was definitely more honorable than people would think.

Lastly, we ran into Carmen Salvador, "White Fox", the tortured subject of Project Chronos, in a family-owned dojo in Chicago. She challenged Phantom to a sword duel that resulted in a draw. Earning Fox's respect, Phantom offered her a place in Specter Haven, seeing that the team would benefit from her combat chameleon fighting styles and the ability to see into the future for anybody besides herself.

I mean, I never asked her to see my future. Maybe she chose who she looked into the future for or something. Even still, I'm pretty sure she started to have feelings for Phantom towards the end. Who knows?

His eyes started to weigh heavy, inching closer to fully falling asleep. Taking another glance at the alarm clock, he saw that it read 3:05AM.

Please… don't let time move on faster.

I almost forgot to mention that Fury was kidnapped by Deadpool earlier on and stashed away into some cave off in Africa or something. I'm not sure… I haven't been in touch with Coulson for a while… not after the division with S.H.I.E.L.D.

S.H.I.E.L.D. split up, by the way. Maria Hill and Phil Coulson had too many disagreements with Special Agent Jasper Sitwell and the way he ran things now that Fury was out of the picture, especially with what he had in store for mutants, none of it good. So, in an extraordinary act of defiance, Hill forced a dividing line, and split the organization into S.H.I.E.L.D. and R.O.G.U.E.

R.O.G.U.E. stands for Renegade Operations Group for Unified Existence. This means they're fighting to coexist with mutants, whom Sitwell was so ready to blame for the Manhattan Incident. Sitwell labeled R.O.G.U.E. as a domestic terrorist organization and was on a witch hunt to sniff them out and eliminate them.

It's the reason why Coulson isn't Principal at Midtown High anymore.

Pete took a deep yawn.

Slowly succumbing to sleep, he dozed off into a violent dreamscape. He was back on Island M, reliving the invasion alongside the Avengers, the X-Men, and Specter Haven against Magneto's Brotherhood of Mutants, as well as facing off the hordes of Wraiths that were unleashed against them.

"Web-head!" Ava's voice echoed in his head. "Don't let the Reaper take hold of you!"

Spidey then began to hear the loud burst of screams ravaging the sound fabric of his dream. From the depths of Magneto's Fortress, a dark hooded entity approached him with bright red glowing eyes glaring at him, two swords in both his blackened hands.

"Reaper…" Spidey balled his fists.

Reaper darkly chuckled. "Wake up, Spider-Man. You're not living the nightmare… just yet."

Another rush of screams ripped the web-slinger's eardrums, forcing him to wake up sweating in his bed. He was gasping for breath and trembling, glancing over at the clock that read 6:04AM.

That nightmare's haunted me ever since the battle we fought against Magneto and Reaper on Island M.

That damned battle… It left me traumatized for sure.

After recruiting Specter Haven, we went after Magneto and his hooded ally, Reaper with the full force of R.O.G.U.E., the Avengers, and the X-Men.

Both sides suffered a lot. But, what we ended up discovering at the end of it all was that Reaper was Phantom's alter ego from the future, sent back to ensure that things ended up differently than it did for him and his fellow mutants in his time period.

We were extracted out of danger before we could help Phantom face off with Reaper. I never saw him again. Back in Midtown High, newly appointed Director Sitwell ambushed us in the Principal's office. He threatened to release pictures to the U.S. Government that proved that we were working with Phantom, who was branded a traitorous fugitive at this point after his involvement with Taskmaster in Manhattan.

However, he ensured that wouldn't happen if we gave up Specter Haven's secret hideout, the Sanctuary. It was either that or be forced to have the team split up and sent off to different parts of S.H.I.E.L.D. around the world… never to see each other again.

It was the last time I ever saw Tiger again. Her departure left a huge empty hole in my heart.

I wonder if that nightmare means anything… Eh, it doesn't matter now. I need to get more sleep in before Jameson has my head for not showing up on time.

Maybe it'll be a different day tomorrow… Maybe Ava, Luke, Danny, and Sam will come back and we can get the team back together again, fighting crime like we used to with Fury bossing us over the communicator.

Maybe… Just maybe.

Then again… I've been saying that for about two years now.


Author's Note

Well, here we are again, my fellow readers! I know I had planned to write this later on in the year, but I felt it appropriate to jump into the last part of the trilogy before it became too late! This initial prologue chapter was to drop our hero, the web-slinger, into his life two years after the events of Specter Haven. His thought paragraphs are to introduce the story to new readers as well as summarize and refresh the events for readers who have already read through.

I planned out the rest of this story accordingly and will do my best this time around to keep the chapters shorter and written fast enough that I can update weekly, maybe more a week if I find the time to. I'm going to do my best now to ensure that this story doesn't go through so many hiatuses as Specter Haven did. So, in the case I run into any issues, I'll make sure to let you guys know well-ahead of time and post a notification on my page.

I can't thank you guys enough for all the support that the trilogy's gotten. I hope with this chapter, I can possibly encourage other readers who have never read my stories to read them.

Apart from all that, I've been in close contact with Nobel Six these past several days. I'm closely following and reading his story: Trials of the Predator, which I recommend you all to read if you'd like an interesting read! Also, The Story's Shadow, I promise to read and review your full story soon enough!

Thanks again for embarking on this last journey with me guys, I really appreciate it. I hope you enjoy it as much as I am writing it! :D

I'd like to also endorse some stories that I've come across that deserve a look at if you all would be so kind! :) Spider of the Round Table by The Story's Shadow, Child of the Stars and Sea by Crazydragonlady101, and Runaway Lovers by crazyfunnygirl.

As always, feedback is appreciated!

Stay tuned for Prologue: Fury's Exodus…