Disclaimer: I don't own Marvel

Hope everyone enjoys the chapter, today I show off the Ultimates side of things, how Rogers is preparing for war and the fate of Peter Parker.


Ultimate Aeon: Origins Reboot

Chapter 2: Differences

Sven remembered the time his dad first took him to his favourite diner. It had that classic look to it, booths facing the window, enabling you to see the people walking on the streets. In the years that followed Sven spent day after day eating at that diner, called the usual place. The street however was very different from what Sven had been used to. He could see where the buildings hadn't been looked after, tiles on the pavement had been cracked and there were more potholes in the road than Sven had ever seen in his life. The presence of the police was more evident, and they didn't seem to be accepted. Of course Slade wasn't nervous, unlike other people in the street. The man, or at least the man Sven remembered had led a successful career in the army and was an internal affairs agent of S.H.I.E.L.D. But Sven remembered his father being dead, since he was eight years old.

"The usual order please Margaret," Slade said to the woman at the checkout.

The pair took a booth that Sven remembered always using. Except he was usually with a close group of friends and not his dad.

"More and more I keep getting harassed by S.H.I.E.L.D. agents, there are rumours of a draft coming up, that brute Rogers cant just conscript people into his war," Slade frowned before lowering his head.

"How long has it been like this?" Sven asked.

"Rogers was around since the nineteen forties, he's been part of the Ultimates since its initial inception, ah it would be nice to have a super soldier serum that basically halts your aging," Slade explained. "Don't tell me you've forgotten your history!"

"That isn't my history, Captain America was lost on a mission and it wasn't until years later after Nick Fury became director of S.H.I.E.L.D. and launched his Ultimates plan that he was discovered, frozen in ice," Sven explained.

"That sounds like a very impressive but unlikely story," Slade said.

He narrowed his eyes at his son, despite looking tired Sven seemed to genuinely believe his own words. It wasn't a hallucination bought on by depression or alcohol, and Slade doubted it was the words of a madman. Even with the whole world going crazy he at least hoped that his son would be the one person to stay rational. The waitress bought their food over and Sven looked at them in slight shock. He again remembered when he was a child and his father bought him to the usual place, they ordered potato waffles with bacon.

"Where are mum and Kate?" Sven asked.

"In Texas, you should know that Sven," Slade said, slightly frustrated by his son's contradicting memory.

"Not how I remember it, they live in the family home, they've lived there since you died," Sven said.

"What are you talking about son?"

Sven looked away from his father, the man's hurt expression hurt him too. Quite frankly he didn't know for sure whether he was right or not, he knew that crazy people could have a collection of memories that they believe with all their soul to be true. Maybe his mind had forged an ideal vision of a dying world, a world where Thor and Captain America were heroes that had sacrificed themselves, a world where mutants had been stripped of their powers. But another part of Sven's mind told him that his supposed 'vision' of the world hadn't been perfect, people had died, billions of people had died and those heroes weren't perfect. Steve Rogers was as Slade said a bit of a brute, quick to be in the middle of a fight. Thor believed himself to truly be a god when Asgardians were debated as being a separate evolution of humanity. Then there was the situation with the mutants, how people across America had been given the right to shoot mutants without due process.

"I know this is going to sound insane, but please listen to me, I don't know whether I'm crazy or not but an hour ago I was in New York City. It was being repaired after a devastating attack by some kind of giant alien, we had lost our president but there was a new generation of heroes ready to protect the world, and I had Faith with me, that was the world I knew just an hour ago," Sven explained.

Slade put down his knife and fork and crossed his fingers together.

"Okay son, take it from the top, tell me everything you can," he said.

So Slade listened to a history of the universe that Sven knew. He remained silent, letting his son speak and never correcting him. Sven told him everything, about Captain America's fate, the formation of S.H.I.E.L.D. how Slade had himself been part of internal affairs for that agency but had been mysteriously killed under suspicious circumstances, thus sparking Sven's desire to be a detective. Even the news of his death did nothing to stop Slade from interrupting Sven as he told him about the mutants, how Charles Xavier had formed a school for mutants and a group of super heroes called the X-men. He told them about the Fantastic Four and Spider-man. Sven even went onto describe specific events, such as the tragedy of the Hulk's berserk rampage, the Ultimatum Wave and the deaths of the majority of the super hero community, how Spider-man was caught in the crossfire of Fury's fight with Danvers's Ultimates. His story even went into the issue of the Hydra invasion of America, Rogers's inauguration as president and the invasion of Galactus.

"The world was saved, or at least it seemed to be, then all of a sudden I'm seeing people disappearing, including the woman I love," Sven closed his story with the events that had passed an hour before.

Sven hoped his father was still as successful a detective as he remembered. Slade Reilly was rational, but if he saw connections he wouldn't ignore them no matter how trivial they seemed. His willingness to go deep into a case was what had made him so successful.

"Tell me about this voice you heard," Slade said.

"It was a voice in my head, I know that sounds crazy," Sven shot a look at Slade's raised eyebrows. "It said that I had to get to Project Aeon, that the world depended on it."

"Project Aeon? I may have a contact within the Ultimates, a trust worthy friend, if Project Aeon really does exist then I should know within a few hours. But some of these villains and heroes you talked about seem impossible, other than Spider-man," Slade explained.

"There is a Spider-man?" Sven asked.

"Yes, and a Spider-girl too, although Spider-girl made her debut first," Slade said.

"Do I own a bike dad?" Sven stood up and looked to the doorway.

"The Ultimates confiscated it, where are you going?" Slade asked as the young man ran to the doorway.

"Queens!"


Hank Pym truly hated his job, especially the superior and condescending attitude of his employer. He honestly imagined doing something better with his life than working with Steve Rogers in funding his private war. The general stood at the entrance to Pym's lab, looking over all of the projects that would fill the ranks of the Ultimates. Hank had to hide his glare at the man. He typed in his code for the door and entered the lab, causing Rogers to turn to him.

"Pym, you are late again," Rogers snarled.

"Forgive me for having a life outside of my private war Rogers, I had adjustments to make to the Jocasta software, why are you here anyway?" Hank asked, walking past the man.

He pulled off his coat, tucking it underneath his arm before he reached his workstation. After putting his stuff away Hank put on his lab coat and turned to the general.

"The G.I Ant-men ," Rogers said.

"Ah, the ridiculous idea from Ross's department, turn soldiers into super heroes, an army of growing and shrinking heroes that can talk to ants," Hank sighed as he picked up his helmet.

Years of research had enabled him to create a helmet that could mimic the signals Ants used to communicate. The helmet gave Hank a limited degree of control over ants as well. Rogers crossed his arms over his chest, intimidating Hank. He had at one point been a big fan of Captain America. But then the captain became the head of a national spy organisation and eventually the top cop of America. Though some still saw him as a hero, Hank Pym saw Steve Rogers for what he was, a bully. Rogers was so set in his hatred of mutants and his desire to see them wiped from the face of the Earth that he had stopped caring about the rest of the world. He didn't see that his actions was stirring panic and paranoia in the streets, the economy was in shambles and even the super hero community was against the government.

"My ants are used for scouting disaster zones, determining if there are people trapped under rubble, and the Ant-men will be the rescuers," Hank explained.

He was one of the few scientists who would stand up to Rogers, despite their differing sizes. Rogers glared at the doctor and knocked some of his equipment off of his desk. Hank's personal assistants, the robots Ultron and Vision squatted and picked up the papers.

"Your stress levels indicate that you are threatening the doctor General Rogers," Vision said.

"The doctor is well within his right to refuse to give you the formula if you are not using it for its intended purpose," Ultron said.

"Is that what you've resorted to Pym? Threatening me with these tin cans because you don't like my orders?" Rogers huffed.

"Correction: We are not made of tin but a durable aluminium foil reinforced with a carbon alloy, we are not cans either," Vision explained.

Ultron and Vision were both nearly identical, white machines that subtly mimicked a human frame with a mouth and two eyes. Whilst the first, Ultron was designed with antennas on the back of his head, Vision had a diamond shape on his forehead.

"That's right, you're glorified robot lab assistants, cold empty cans like I said," Rogers said.

"The more appropriate term is synthezoid," Vision said.

"This alloy of yours, its nonmagnetic right? In that case you should start mass producing and weaponizing them, these will be your orders from now on and I'll turn distribution of your growth formula over to Ross's team," Rogers explained.

"Orders? No, you cant turn them into weapons, that isn't what I built them for," Hank said.

Rogers slammed his knee into Hank's chest, bringing him to his knees.

"Never tell me what I can or cant do to end this threat Pym, you were a second rate scientist before I found you, your growth formula was a disaster, your personal life was a disaster. But then I gave you the data from Project Aeon; you owe the success of your Pym Particles to me, well now I am calling on you to pay in that debt Pym. Your growth formula can and will be used to create soldiers able to pass through the security systems of Fortress X, allowing our dedicated troops to pass through and destroy both the mutants and those savages," Steve Rogers spoke with absolute hatred, just as Hank remembered him speaking with the first day he began working for the Ultimates.

Hank stood up and watched as Rogers walked over to the second area of the lab, the one ran by Norman Osborn and Otto Octavius. They were primarily working on biotech and biochemical upgrades to enhance the performance of troops. Norman looked at the small cylinders of gas, his pride and joy the OZ serum. They had been placed on a rack with the main test subject strapped to a table in the gas chamber.

"What's the progress Osborn?" Rogers asked.

"We are ready to begin initial testing, comfortable in there Roderick?" Norman grinned as the man in the cell snarled.

"You bastards, you cant do this to people, I have rights damn it," the brown haired man fought against the straps, to the point where they began digging into his skin.

Pym looked at the scene in horror; Octavius and Osborn were Rogers's most valued scientists. When a man sought revenge regardless of the methods he would use it was only natural that he would recruit allies with as little morality as he had. The brave symbol of America's fight for freedom had devolved into a brute, a thug with no care for the symbol he represented. Or at least what the American flag was supposed to represent, Steve Rogers had turned the symbol into one of fear.

"Roderick Kingsley, consider this your execution," Rogers said.

"Execution? Is that what this country has been reduced to?" the man asked.

"Either you will die Roderick or you will be reborn with power enough to match any mutant, you should be thanking us, if this works out then you'll be more than just some punk with a rubber mask," Osborn said.

Roderick Kingsley laughed for a moment and spat at the glass. He looked at Rogers in particularly when he laughed, causing the general to step towards the glass. Osborn pushed a few buttons, rotating the table and tilting it upwards. Rogers looked at the common crook he had taken from his cell. Volunteers for super soldier enhancement had been scarce in the past few months, particularly when Rogers had given Osborn and Octavius autonomy to make a super soldier regardless of the cost.

"Look at yourself, you were once everyone's hero, people would look at your old recruitment poster and think 'with him I'm going to be all right' but now? Now they cant even stand the sight of you, the mere mention of you disgusts them because you've taken everything," Roderick explained.

"Says the career criminal," Otto smirked.

"Yeah I'm a common criminal, I pick pockets, I con, rob banks, steal art but I'm nothing compared to you, you rob people of their lives, their loves ones, you gather children in the street and murder them in cold blood…take a look in the mirror, you're afraid of the mutants but look at you, a super soldier with absolute authority has done more harm than any mutant could alone."

Hank lowered his head as soon as Roderick finished his speech. The man's earlier courage was replaced with fear as Rogers pushed a button on the console. Gas began to fill the chamber and Kingsley struggled more than ever against his bindings. His speech had invoked feelings of guilt in only one man. Hank walked back to his workstation, but that didn't stop him from hearing Kingsley's screams. The screams started out small, but gradually became louder, and Hank could tell that the man was crying. His muscles began to expand and his hair began to fall off.

"Fascinating," Osborn mused as the man's nails and canines grew in length.

Kingsley's ears grew and pointed outwards as his restraints snapped. His skin had changed to a yellow colour and he thrashed around like an animal. Kingsley the man was gone, replaced with a goblin like monster. He bashed his arms against the glass, roaring at Rogers. Though the man was gone, the monster could still remember hatred.

"Monstrous, completely unethical," Hank said, just loud enough for Rogers to hear him.

"This is all for the sake of justice, for our people whom have suffered because of Magneto's hatred," Rogers explained.

He slammed his hand against the console, pushing a button that electrified the floor Kingsley was standing on. The man returned in a way, screaming in agony before his death.

"Put the gas into a inhaler form, give it to the troops and say that it's an immune system booster for the environment in the savage land," Rogers said.

"But sir there is nothing wrong with the environment there, in fact it's cleaner than ours," Octavius said.

"However the soldiers don't know that do they," Rogers didn't even turn to look back at the scientists as he walked away.

"We'd best get started on a cure then, we don't want this becoming a suicide mission," Octavius said.

"I think that's the General's intention old friend," Osborn said.

Pym slammed his hands against his desk. Science was supposed to be used to help people, instead it had been turned on the populace, used as a tool to promote order and fear, like the concept of god. Mutants had been revealed to be created by America, and Rogers used that as a rallying cry for the government to take back what was there's. Mutants were imprisoned, put into camps; Sentinel drones even began tracking the latent gene in ordinary humans, hunting and imprisoning people who would be the parents or grandparents of mutants. The Ultimates private army of troopers also took reporters and politicians who spoke out in some way against the martial law Rogers had set. There was no more tolerance left in America and the rest of the world was suffering for it.


Sven looked at the TV screen in the back of the taxi he had commandeered. He watched the news report in shock, still clinging to the futile hope that he was experiencing some kind of nightmare. In a way it was all a nightmare, nightmares had become the new reality of the world. London had been destroyed, decimated by a gigantic wave. Namor had taken credit for the attack, and Namor was under the employ of a man who was making his intentions clear in the TV report. Magneto sat on a metal throne; the camera recording him was shaking because the reporter was not partaking in the interview willingly. Even under the telepathic control of Psylocke his fear was still showing. Erik Lensherr wanted it that way, he wanted people to experience the same fear he had experienced growing up.

Magneto looked different in the new reality just as every other person Sven remembered. He wore a futuristic red suit with grey armoured plates and a purple cloak, his signature red and black helmet had been placed on his arm rest, revealing Magneto's bald head. For some reason he had shaved all of the hair from his face and head, it didn't make him look at all younger. In fact Erik's age and hatred was apparent, the whole world could see the glare of fury in his eyes. But it seemed different to Sven now; Magneto's anger seemed more righteous than it did before. He appeared as more of a furious monarch and not as a megalomaniac.

"Homo-inferior, listen to my words, for too long my kind and I homo-superior have lived in the shadow of your governments, denied our voice and our place in the world. The attack on London was in retaliation for an attack on our land, a failed attack by the European defence initiative and their Excalibur program, the number of the people whom died in London was repayment for the lives taken on our land. This attack and the attack on Washington are the demonstrations of our power, of what happens when you continue to wrong us and the attacks will continue so long as our people are held prisoner, so long as the people whom love and support our existence are murdered."

Two mutants suddenly bought out a man dressed in a familiar red, white and blue suit. Jamie Braddock looked like he had seen better days.

"This man murdered our people, and he laughed as he did so, but I have long accepted the flaws of humankind and I deliver this Ultimatum. You, humanity refuse to accept us as a part of you, you claim ownership of us, you deny us the right to love and above all you think impure thoughts, fantasies of us never having existed well know this…we are all human, we all want to live, if you wish to go on hating then hate me, for I am the one who has called for the deaths of your loved ones, I am the man whom has become evil itself to save my people," Magneto squeezed his hand into a fist, forming a fist on the floor itself.

The metal on the floor had literally come to life, flowing like water and shaping into a hand. A hand that tightened around Braddock, causing him to look at his surroundings in fear and desperation.

"No please, you cant…(gasp) Betsy, BETSY HELP GACK!" he gasped for breath, his skin turned red and he yelled in agony.

The agony came with every crack of his bones. People across the world turned away from their TV sets as Braddock's head exploded, spreading blood across Magneto's fortress.

"These are the tortures we will enact on those whom have wronged us, you deny us our humanity, thus we will deny you your humanity, if you keep trying to interfere," he said, causing the room to grow ever more silent.

His anger seemed to drop and for moment Sven saw regret in the man's eyes. He stood off of his throne and looked directly into the screen.

"You will not accept us, so we will leave," he said.

Even his own Brotherhood seemed shocked by his statement. Clearly this Magneto was different from the one Sven knew, unless he was lying.

"We are creating a new world, a Utopia for us to live in, if you allow us to recover our people then we will leave the world as it is, capable of being repaired," Magneto summoned his helmet and put it over his head, shrouding his face in the shadow. "You want mutants off of this world, then let us leave," he said before cutting the camera.

Sven leant back on his seat, processing everything he had seen. His instincts told him that it was far from the end of this conflict. Another part of it seemed as if someone was telling him that it wasn't over. He paid the taxi driver, ignoring the man's statement that it was about time the mutants left. The mutants were human, they had just been given a label to separate them from others. Sven never hated the mutants; he loved Faith with everything he was.

'What am I without her?' he asked himself.

There came a moment when Sven stopped on the streets of Queens, debating with himself whether he should turn back. He wondered what else he had in the world to fight for? His father and mother were divorced, the very personalities of his sister and mother had been altered, they hated his father. Whatever had changed the world hadn't just changed history but the people too it seemed. Unless the events that had been changed had shaped the people that had been affected.

'How, how did my family fall apart?' he wondered. "HOW DAMN IT!" he yelled.

As his tears fell to the floor, Sven's eyes let out a glow. Red markings on his skin shined for but a second. That second was enough to bombard Sven with images of his own world.

An agent of S.H.I.E.L.D. stood at Sven's door. The boy looked up at the agent, a balding man with a look of kind sympathy across his face. His mother soon came up, preparing to lecture him about opening the door, only to stop as she looked at the agent.

"Mrs Reilly," the agent said, he only needed to look at Sven to know that he was in the right house.

"Where is my husband?" she asked.

"Perhaps we should have this talk inside, away from Sven," the man said.

He had introduced himself as agent Phil Coulson. Though Sven's mother sent him to his room, the boy stayed at the staircase to listen. Coulson told her that Slade's body had been found at a construction sight, shot through the heart with an untraceable rifle bullet. The death of his father pushed him to graduate college, to join internal affairs and to form his own investigation practice.

He then experienced images of a new world, a world he hated.

"Daddy!" Sven screamed in delight.

He jumped into his father's arms, he was finally home. He thought everything was going to be all right, only it wasn't. Arguments between Slade and his wife, Sven's mother became a frequent occurrence. There was no mystery in the Reilly household, thus nothing to push him into becoming an investigator. He spent the first half of his childhood comforting his sister whenever their parents fought.

"I'm here, what are you complaining about?" Slade asked.

"You're here but you're not here Slade, you're either on the phone or at your computer, when was the last time you looked at Sven or played with Kate?"

"I have a duty, Rogers needs men who support him, this Magneto character is getting too many followers to be a simple gang leader," he explained.

"I know you have to protect the world, but don't forget about this world, about the world that's right in front of you, don't close me off."

"You cant understand, the things I've had to do to keep us safe, the decisions I've had to make."

"Concentration camps? Imprisoning people simply for having a mutant child, what if it was Kate would you give her up?"

"If it means protecting this country yes, forget their genes or their race and all that garbage about mutants being feared because they are misunderstood…those powers, make them DANGEROUS! REGARDLESS OF WHO THEY ARE!"

"That's why," Sven said to himself. "Dad, is pro ultimate, he helped Rogers establish this tyrannical order, oh my god," he gasped, realising he had told someone in charge of the Ultimates about the voices he was hearing.

He ran as fast as he could down the streets, afraid that the numerous Sentinels flying overhead would be after him. They were just patrols, the new cops for mutants. The power growing inside of Sven was not born of mutation. He had no idea what was happening to him, only that it was tied into what had happened to the rest of the world. Sven stopped at the house he had originally intended to go to. It was just as he remembered it from the news reports on his world. The place Peter Parker had grown up in was famous after all. Except now it was run down, the windows were cracked, the pipes rusty and the wood work on the doors and fencing had decayed.

'This doesn't look like a happy place,' Sven thought, regretful that even the home of the Parkers had been decimated.

Even more hesitant than before, Sven walked up to the front door and slammed the knocker. He waited and waited but no response came. The doorbell was broken, and after a second knock with no response Sven began walking around the back of the house, looking through the window as he walked. He caught a glimpse of the inside, very little care had been taken of it, there were cracks in the walls, cobwebs gathered in the corners or on lamps. Dust was everywhere, save for a picture on the side of an old sofa that showed signs of being slept on, pillows and bed covers. The picture had been well kept, free of cracks and dust. It was of Ben and May Parker, happy standing side by side. There was sudden flash in Sven's eyes, he saw a boy, Peter Parker standing in the empty space between May and Ben. He blinked and saw that the space on the picture was empty again.

"What happened to the real Spider-man?" Sven wondered.

The sudden flash, the alteration of his reality blurred his senses. When he came back he heard the click of the twigs behind him seconds after they had happened. He felt the presence of the person behind him seconds after the sneak attack began. Sven turned and met the surface of a baseball bat. His vision blurred as he fell to the ground.


He crawled out of the rubble, looking at his surroundings in confusion. His clothes were in shreds and his trousers were barely holding. They had been stretched to twice his size. The past few minutes had been a blur to him. He remembered meeting with the Parkers, showing him his lab.

'The Parkers,' Banner thought, focusing on the people first and the experiment last.

He waded through the rubble until he came to a sight that would haunt him forever. Bruce Banner widened his eyes in horror as he looked down on two bodies. A husband and a wife, his friends Richard and Mary Parker. Bruce put his hands to his head, remembering his experiment, an attempt to recreate the super soldier serum with gamma radiation. He and Parker had been so confident that it would work, Parker himself even bought his son along.

"Peter," Bruce gasped, realising a child had been present.

Bruce scanned the ground, for the first time in his life he found himself praying. He stopped as he saw a little white cloth. Walking over to the unmoving bundle, tears began to well in Bruce's eyes as he remembered what had actually happened. What stuck out in his mind was the roar and rage of a Hulk, a Hulk he had created, no that he had become. He hadn't just killed his friends, but their son as well.


Ben Parker always tried to remain optimistic. But the world had become such a hellish place, a place without hope. People had grown desperate and fearful in the troubling times. The Ultimates fought a war against the people of the United Nations. Steve Rogers promoted fear and hatred, all but destroying the American ideal of freedom and independence. The general's ideal was fear, trusting no one and watching them always, his ideal was hatred, find whatever reason and hate someone for it whether it was because they were different or because they didn't fall in line with his ideal of law, martial law was his method of governance. He had the world believe that it was at war with itself and everything else in the universe. Anything that was alien to him didn't deserve to live in his eyes. This ideal was so strong that most people didn't question his decision to have concentration camps built for mutants. The desperation and fear of the world had already cost Ben his life; he wasn't going to let it cost the lives of children.

"Sunder," the sudden arrival of one of those children (at least in mind) broke Ben from his thoughts on the world.

He turned away from the photo of his brother and he and turned to his charge. Sunder was a super strong giant of a man, but a gentle man nonetheless who disliked fighting. He was too big for even Ben's clothes, so the man had to wear rags taken from the street. For obvious reasons the younger kids Ben had taken in called Sunder, 'the Hodor man', a reference to a character in a popular book series that had unfortunately never quite made it to a TV show (in this universe).

"I'll be right there," Ben said.

"Sunder," the giant nodded his head and bent his back as he walked out of the door.

Ben opened the door at his bedside table and took out the revolver he kept. He hadn't used guns until the day his wife died, murdered by a criminal seeking to break into their house. Ben would have traded places with her in a second, May would have been more diplomatic concerning the man who had been sneaking around their house. But Ben could not afford diplomacy when the lives of his children were at stake. He walked down the stairs, through the corridors of the house and towards the basement. His charges were already waiting, looking at him with concern in their eyes.

They were all mutant children kicked out of their homes. But Ben had seen the humanity within each of them. Like Megan, despite her pink hair and bat like wings she had a kind heart, she was more like a pixie than a demon. Laurie's mutation had changed her skin to a blue colour and altered the rest of her body, though she looked beautiful she couldn't bear children or even feed them. She was however a charming and intelligent young woman. Kenji looked monstrous, with cybernetic wires running across his shifting body, he had no hands but his tentacles could create numerous objects, in a way Kenji was an artist and that was the humanity Ben saw. He stopped at one of the poorest souls changed by his mutation. The young man had been turned into a beast, with yellow cat like eyes and blue fur across his body, his hands were paws like a tiger and his feet were shaped like hands like an ape. His face looked human even with the fur and fish like fins stretching out of the sides of his face, perhaps to add even more insult to his humanity he had a reptilian tail and goat like horns.

"It'll be okay Hank," Ben said, trying to comfort the boy.

His mutation had cost him most of his intelligence but not his connection to his emotions. Hank McCoy hated his appearance and people's reaction to his appearance only made him more depressed over the state of the world.

"Sunder, Sunder," the giant of the family pointed to the basement.

Ben immediately walked down the steps, knowing that Sunder was afraid the angriest member of their group would do something rash. He saw the intruder tied up on a chair, half regaining consciousness with tears half falling from his face. But it wasn't because of Sarah, he wasn't even fully conscious to see the bone daggers she had pulled from her body. Despite looking like a regular nineteen year old brunette, Sarah Rushman hated the world more than anything, her own parents kicked her out when she started pulling extra bones out of her skin. Her bone structure had apparently become harder as well but other than that and her attitude, Sarah was human. They were all human.

"Put that down," Ben said.

"Like you aren't planning on doing the same thing," Sarah scowled.

"I just want to talk to him, go with the others and get some food from the pantry, and try to stay away from the windows."

Sarah kept her scowl as she walked upstairs. Ben turned to the table Sarah had put the man's personal effects on. His wallet had enough money for a taxi ride back into the city, a bankcard and an out of date takeout coupon. He also had a phone on him, or at least he did until Sarah had put a bone dagger through it. Ben focused on the photo of the man with someone whom must have been his girlfriend. She had a beautiful smile and hair coloured like a pink rose, either it was dyed of she was a mutant.

'Then perhaps he'll understand what I'm doing,' Ben thought.

He shoved the gun through his belt and covered it with his shirt. The young red haired man began to wake up, opening his blood shot eyes fully. He looked at his surroundings, as if he had woken up from a dream.

"Sorry about hitting you Mr Reilly," Ben said, reading the man's name on his bankcard.

"That's why I don't recognise Spider-man," Sven said, as if he hadn't heard Ben. "Because he's not the real Spider-man, he's not Peter," he lowered his head and cursed.

"Peter, what do you mean?" Ben asked.

"Your nephew, he was supposed to be Spider-man," Sven said.

A look of anger crossed Ben's face. Sven continued looking at the desperate man, he didn't care how the world was, everything he had seen so far wasn't how the world was supposed to be. Even as he saw images of just what was changing, even as he saw May Parker being shot instead of Ben he shook his head, denying that reality.

"My nephew is dead, he died when he just a baby," Ben snarled.

"Did he die with his parents in a plane crash, or was he buried by rubble during an experiment?" Sven asked.

Ben widened his eyes in shock before putting a hand to his gun. He pulled it free from his belt and raised it; just enough to make it clear that he had been angered.

"My nephew is not something to joke about, how do you know how his parents died?" he asked.

Sven shook the tears out of his eyes and looked up at Ben, doing everything he could to regain his composure. He remembered meeting Ben for the first time, the real first time and how he had failed him. The case file he had composed of Richard and Mary Parkers' complicated deaths flashed before his eyes, even as he told Ben Parker what he had only a few hours ago told his father. He once again put his faith in someone believing that the world was too hopeless to be real.

"Because you came to me and asked me to find it out, I asked you about the plane because that's how they originally died, then it changed, along with everything else. Your nephew Mr Parker lived, he wasn't supposed to live he lived, that is a fact, because in my world he lived to become one of the first great marvels of our time, he lived to become Spider-man!"

Next Chapter 3: Utopia


Hope everyone enjoyed the chapter, with Ben I at least wanted to include some good people left in the world :) With his father having been revealed, via his new memories as pro-ultimate, then Sven will have no one else to turn to. Sven will gain a fatherly figure who will help him try to restore reality, whilst Ben will be his reluctant ally, the theme of faith will be bought up alot with people trusting Sven because they well and truly believe that the world can not get any worse.

Magneto: His new look is based on a mix of his bald Marvel Now look, which will actually have an explanation for and his look in the recent Planet X storyline of Uncanny Avengers. He has somewhat of a new mindset to, less of a megalomaniac and more like his 616 counterpart, someone who actually believes that though what he does isn't right is for the greater good.

Hank: Picture that confident look he had in the first issues of the Ultimates, throw that aside and picture Bruce Banners look from the same comic. Hank never met Janet and he hasn't quite had success as a scientist, but he's arguably a more moral man than his original universe counterpart, or he at least wants to be.

Beast: Hank McCoy is probably someone who suffered the most from new reality as it has driven his mutation into overdrive. The nightmare of Hank McCoy is losing his intellect, becoming a true beast, here its happened and worst of all he knows its happened, he knows he was once an intelligent guy and it makes him very sad.

Sarah/Marrow: She only received a mention in the original Ultimate universe, here she's gone straight up to main character status. Like Hank the reality has altered her mutation, but in the opposite way. She has complete control of her abilities and looks like an ordinary girl whose just really pissed off with how the world has gotten.

Pixie: I went with the Age of X look for her, but not the mindset, she's the youngest of Ben's charges and the most hopeful too.

Ben: Had that sort of hippie look in the original ultimate universe, now he doesn't but he's not a badass or a soldier, just an ordinary man trying to do the right thing in a way that is different from how his wife would have done it.

Next time we go to the mutant side of things, as we see how the Savage Land and Magneto's Brotherhood has been changed by the new world.