"Marvel: Tomorrow Initiative"

Chapter 4: "Avenging the Thunder"

Disclaimer: The general setting and concepts belong to and are inspired by Marvel Comics, particularly events following the Civil War event. Some of the characters belong to Marvel Comics and others are inspired by archetypical characters belonging to Marvel Comics. Everything else is mine.

Author's note: Sorry for the wait. I've been thinking of what to do in this particular chapter and I've decided that it's time to introduce a number of the characters that will prove important to the Tomorrow Initiative universe sooner or later. In other words, you'll be seeing versions of the Avengers, of the Thunderbolts, and even villains. Plus, you'll be seeing allies for Arachne and Fearless in due time, as well as Arachne's new costume. Enjoy.


Audrey Hopkins, still using her Spider-Man Halloween costume, faced down a holographic simulation of the Rhino, who was charging at her. The Rhino had built up a great deal of speed in his charge, but Audrey's peculiar version of the spider-sense had triggered again, causing time to slow down for her. She had time to measure the closing distance between them, his rate of acceleration, and with both, how long she had to evade before she was gored by his horn.

At the last second, she launched herself into the air, flipping over the Rhino and spinning to kick him in the back. The strength of her kick, added to his momentum, sent him stumbling and tumbling to the ground. Audrey landed on the street, smirking underneath the web-patterned mask she wore. The Rhino managed to rise to his feet, his face plainly expressing his rage.

"Come on, big boy," she taunted. "I'm waiting."

The Rhino charged again, but Audrey dodged and kicked him in the side, derailing him. She seized upon the opportunity to leap from spot to spot around him, striking him at each spot and evading before he could get her. He might have been far stronger than she was, but the only time he was fast was when he was charging and he didn't have the reflexes or reaction time required for a sudden change in direction or matching lighter, faster, more agile opponents.

Audrey grabbed the Rhino by his horn and tossed him down the street. She bounded down the street, moving so fast that she probably could have outrun a sports car on a highway. When she reached the Rhino's helplessly flying body, she slid underneath him and kicked him in the back, propelling him into the air. When he came back down, she put all her not-inconsiderable strength into a blow that sent him crashing and tumbling onto the street.

The holographic simulation ended and Audrey removed her mask, shaking her hair loose. "How did I do?"

"You've improved over this past month," Peter replied. "And you're starting to take what I said about superior size and strength being helpless against superior speed and agility seriously. That'll take you far in the battles to come."

"Thanks," Audrey said, exiting the Danger Grotto and entering the monitor room.

"And thanks to the measurements Impetus provided me, I've been able to make a costume that I'm sure will perfectly fit you," Peter said. "Come with me to my lab and I'll show it to you."

Audrey obeyed, walking with Peter to his lab. Once inside, he handed her a black wristwatch with a cap over where the time display would be. "Put it on," Peter instructed.

Audrey put it on. "What's the point of giving me a watch? I thought you were giving me a costume."

"The watch contains your costume," Peter replied. He pointed to a button on the top right "corner" of the watch. "Press that button and the suit will activate."

"If you say so," Audrey replied skeptically. As soon as she pressed the button, the cap opened and a swarm of nanomachines began to pour out of the watch. As the tiny machines swarmed over her arm and hand, they began to connect to each other via tiny fibers. "What's happening to me? What are they doing?!"

"They're making your costume," Peter explained. "You see, I programmed the schematics for your costume into the nanomachines that are covering your body. They connect to each other via special nanofibers, which will make up your costume."

Audrey was staring at Peter with astonishment and a little bit of fright as the nanomachines continued to spread over her body. At this point, they covered both of her arms and her torso and were extending down her legs. She could see a definite design and coloration forming for the costume. The body of the suit was dark red with a stylized silver spider emblazoned on her torso. The first pair of legs went over her shoulders and down her back, while the second pair extended into stripes that went down her arms and stopped in the form of arrowhead shapes on the backs of her hands. The third pair of legs went around her sides and to her back, connecting with the first pair of legs in a rough X pattern, while the fourth pair of legs extended down her legs, which were rapidly being covered by the swarm of nanobots.

"Whatever you do, keep your mouth closed," Peter said, "or the nanobots will flow into it and suffocate you."

Audrey pursed her lips tightly as the nano-swarm moved up her neck and over her chin. She waited with a mixture of anticipation and terror as it covered her head completely. When the process was finished, she examined the costume on her body. It clung to her so tightly that it was almost like a second skin. She could see clearly through large, vaguely insect-like lenses in her mask.

"What can this thing do?" she asked.

"Glad you asked," Peter replied. "If you're wondering why the suit is thicker in the wrists than everywhere else, that's because that's where the web-shooters are built in. Inside the fingertips of your gloves are pressure sensors electronically connected to those web-shooters. When you press your middle fingers hard enough against the palm of your hand, the pressure sensors will trigger the web-shooters. Pressing all your fingers against your palm will trigger impact webbing, sedative darts called stingers, or even tracers depending on how you manipulate your wrist muscles."

"Cool," Audrey said.

"And that's not all," Peter went on. "The suit is also capable of magnified vision and seeing into the infrared and ultraviolet spectra and there are receptors built into it to pick up sound over long distances or through walls. A more useful function, though, will be a cloaking function that renders you invisible to electronic surveillance. As long as you remain out of sight, no one will know you're there."

Audrey flexed her fingers. "I'm looking forward to going out there already."


On an island somewhere in the Pacific, a blast resounded. The blast came from an opaque dome base that belonged to the terrorist organization Hydra. The cause of that blast was agents of HYDRA shooting an energy cannon at a swiftly moving man dressed in a suit that consisted of blue chain-mesh surrounding red-and-white stripes reminiscent of those on the American flag. His head was partly concealed by a white-winged blue mask that covered everything except his eyes and the lower half of his face. His hands and feet were covered by red gloves and boots that went up his forearms and calves. He held a red-and-white circular shield with a black-framed star in the center.

He was Robert Stephens, Captain America.

Captain America threw his shield at the far wall, sending it ricocheting all over the base until it sliced the cannon in half. When it came to him, he smoothly slid his arm underneath it and into straps attached to the inside. He leaped into the midst of the HYDRA agents and swung his leg out into a roundhouse kick that knocked the breath out of one. He bashed another with the shield, knocking him out cold.

The others regained their bearings and began to shoot at him, but he dodged with liquid grace and agility. He threw his shield again, sending it into a pattern of ricochets that knocked the guns out of their hands. Captain America rushed the HYDRA agents, battering them into general helplessness with single blows for each of them.

"Why don't you save some for the rest of us?" a synthesized voice asked.

Captain America looked up and saw a man-shaped figure in sleek, metallic scarlet and bluish silver. It was high-tech armor, covering his entire body and flexible enough to allow him freedom of motion. His gauntlets, legs, and shoulders were scarlet in coloration, while his midriff and arms were bluish silver, as were pads on his knees, outer calves, and outer thighs. His helmet was red with a bluish silver faceplate and glowing pale gold eyes.

"Iron Man," the super-soldier acknowledged.

Just then, the other six Avengers showed up. The first to come was a speeding Blitzkrieg, garbed in a short-sleeved black running suit accented with a tire tread-like design running down the middle of said suit. The emerald behemoth known as the Hulk, the godly powerhouse known as Thor, and the bombshell – in more ways than one – known as Warbird followed him inside. Holding up the rear were a miniature woman with insect wings and wearing a vaguely insect-like helmet (Sting) and a cloaked redheaded woman known as Arcane.

A voice spoke up on some sort of intercom. "I suppose I'll just have to send better after the likes of you."

"Sure, Madame Hydra," Warbird commented. "Try whatever you like."

Just then, a smaller contingent of HYDRA agents – identified by dark green body armor – poured in to confront the Avengers. These agents had been subjected to genetic engineering that had enhanced their strength, speed, stamina, and resilience. These agents could not be so easily brushed off, not even by the Avengers.

"Avengers . . . time to take out the trash," Captain America called out.

"Leave them to me, Cap," Blitzkrieg whispered. "I'll take them all out in a second."

"No, Blitz," Captain America answered. "We do this together."

"Fine, but I bet I can take more of them out than the rest of you put together," Blitzkrieg said.

Just then, a fed-up Warbird flew at one of the super-agents and punched him across the room. His armor managed to absorb most of the hit, but the force was enough to send him crashing into the wall. He bounced off and rolled onto his feet, drawing his sidearm and firing at Warbird, who maneuvered through the air to avoid the pulse blasts.

Iron Man slammed his hand onto the floor and channeled a repulsor blast through it, shocking all of the super-agents. The blast wasn't enough to keep them down, but it did give the Avengers a momentary advantage, which Blitzkrieg took in the form of a lightning-speed assault that felled several of them. As fast as they were, they were no match for a supersonic speedster. Thor began a literal lightning war, using his hammer to blast the super-agents with electricity. Fortunately for them, their armor was insulated against electrical shocks, but the force of the blasts still knocked them for a loop.

Hulk chuckled ominously. "Hulk smash," he quipped before laying waste to the HYDRA super-agents.

Sting buzzed around the super-agents, striking them with bioelectrical blasts. Arcane disappeared and reappeared all over the arena, giving off the illusion of teleportation or extreme speed. The effect it served was to confuse the super-agents, who didn't know where she was or whether she'd stay there. When she appeared, it was to strike them down with telekinetic pulses.

The super-agents quickly regained their bearings and began firing their sidearms at the Avengers, some of whom were too fast or too small to be hit, such as Captain America, Sting, and Blitzkrieg. Some were simply too durable or too protected to be affected very much by the pulse blasts, such as Hulk, Thor, Iron Man, and Warbird. Arcane simply generated warps around herself, absorbing the pulse blasts. Those same warps reappeared around the super-agents, striking them with the pulse blasts they'd fired from their weapons.

"Good job, Arcane," Captain America complimented.

"We're not done yet," Iron Man said.

Indeed, they weren't; the super-agents were getting up again. They moved into a circle formation, surrounding the Avengers. Blitzkrieg swept his hand out and the super-agents' sidearms began to vibrate. "What the –?" one of them asked, just before his sidearm exploded into pieces. The same fate befell the others, their sidearms exploding into pieces as well.

"Not so tough without your weapons, huh?" Blitzkrieg remarked before snapping his leg out into a two-hundred-mph kick that practically knocked all the oxygen out of a super-agent's lungs.

"Is this all you have, Madame Hydra?" Thor asked. "These rejects? Do you truly think they will be enough to stand against us?"

"If you're looking for a better fight, I'm right here," Madame Hydra spoke, causing the Avengers to turn their attentions to her. She was garbed in a dark green battle suit, which complimented her lighter green hair and malevolent green eyes. Over the battle suit she wore a green cloak, which she presently discarded. "Come on, then, Avengers. I welcome you to this dance."

She suddenly vanished . . . and reappeared directly in front of Captain America, punching him in the face. Surprisingly, the punch propelled Captain America across the room. Blitzkrieg attempted to attack Madame Hydra, but she easily blocked his hyper-speed strikes and sent him flying with a strike of her own. Hulk jumped as high as the ceiling would allow him and came down with his fists raised high to smash Madame Hydra into pudding. Unfortunately for him, she was there one second and gone the next, leaving Hulk to smash the floor instead. His fists sent shockwaves running through the floor . . . forcing the other Avengers to propel themselves into the air to avoid being knocked down.

"Where did she go?" Hulk asked angrily.

"Behind you, big man," Madame Hydra whispered, striking a nerve in his spine. The Hulk collapsed instantly, shrinking back into his human self, none other than lanky CSA Agent Brandon McDougall.

Thor blasted Madame Hydra with lightning from his hammer, but Madame Hydra was gone by the time the lightning even flashed. Thor didn't even have time to gasp before Madame Hydra was in his face and kicking the hammer out of his hand. Thor went for the hammer, but Madame Hydra was faster, catching the hammer and hitting him with a lightning strike.

"You know, if this was the real Mjolnir, I wouldn't even be able to lift this," she mocked. "Of course, this is simply a technological doppelganger, just as you are nothing more than a sad attempt at imitating the real Thor."

Thor charged at Madame Hydra, intending to forcibly wrest his hammer from her, but she vanished, leaving the hammer behind. He caught it, only to be struck in the back of his head by Madame Hydra's elbow. Warbird came down with a flying kick, but Madame Hydra rolled over Thor's back to evade, resulting in Thor being the one kicked. Thor took the kick in stride, rolling up onto his back and pointing his hammer pointblank at Madame Hydra. He fired the lightning at her, but she was gone before the lightning even flashed. To her surprise, she was shot down by a combination of Iron Man's repulsors and Arcane's "quantum sorcery."

". . . How?" Madame Hydra asked.

"I used my armor to track your motions," Iron Man replied. "You may be faster than my eyes, but not faster than the tech in this suit. And Arcane 'hexed' you into reemerging where I could strike you down."

Madame Hydra forced herself to her feet, glaring furiously at the Avengers. "You . . ."

"Me what?" Iron Man asked mockingly.

"Oh, you're not down yet?" Blitzkrieg asked. "Good to see. I could stand to go another hundred rounds with you."

"Surrender," Captain America ordered.

"No . . ." Madame Hydra replied, smiling grimly.

Arcane's eyes widened in horror and she quickly performed a series of hand seals. "What are you doing?" Sting asked.

"She just activated the self-destruct and we have less than a minute to get out before we all die, so shut your mouth and let me focus enough to save your lives!" Arcane yelled. She finished the seals, just as Madame Hydra moved to attack her, transporting herself and the other Avengers back to their headquarters in Stark-Kurosaki Tower. Once inside, she sighed in relief.


"Thanks, Arcane," Captain America said. "You just saved all of our lives."

"You're welcome, Bobby," Arcane answered.

"That was the first time she came to us in person . . . and she nearly beat us," Warbird said. "How is that possible?"

"She was swift," Thor replied. "That is how."

"What is she, then?" Warbird asked.

Iron Man removed his helmet, revealing the face of a Japanese-American young man, his hair mussed by the helmet. "She's obviously found a way to enhance her speed, but it's not quite like yours, Blitzkrieg. The armor analyzed her moves and it seems as though she wasn't quite in the same place we were."

"What do you mean?" Blitzkrieg asked.

"Some kind of spatial shift," Brandon replied. "Hey, I took a class under Reed Richards. I know what I'm talking about."

"I don't know whether she did it naturally or whether it was some kind of tech, but she might not be troubling us again," Sting, grown to the size of a normal human woman, remarked.

"Somehow, I don't think we'll be that lucky," Captain America remarked. "HYDRA leaders tend to be tricky that way."


Elsewhere in New York City, a white-suited man examined the girl his men had brought to him. She was pretty; they all were, but he found her particularly pretty. Her hair was a long, silky brown, perfect for pulling in the heat of the moment. The clothes his men had dressed her in did a poor job of hiding her assets, but an excellent job of accenting them. Her blue eyes were moist, filled with terror and pleading.

The white-suited man was none other than Walt Marcellus, would-be Kingpin of Crime. First, he had to find a way to get the Black Tarantula out of the picture. Stupid black-costumed freak job; who the hell did he think he was to believe he could waltz into the underworld and run it like his personal kingdom? Well, he wouldn't be running the show for long and human trafficking was always a lucrative enterprise. Of course, it was one that the Black Tarantula, with his self-righteous "honor code," would never enter. His loss.

"I think I'll keep you after all," Marcellus decided.

The girl burst into tears, pleading with him in as much English as she knew to let her go back to her family. Marcellus just stared at her with not an ounce of remorse; it was just the price of doing business. Behind her the four men who had brought her to him stood, ready to stop her if she attempted to flee. Inevitably, that was what she did, she turned around in preparation to run away, only to be stopped by the four men, who gazed upon her with expressions that showed they would take a great deal of relish in making her regret any attempt she made at escape.

"Take her away," Marcellus ordered his men. "Break her in."

"Actually," a raspy voice spoke from somewhere above him, "why don't I break you in?"

Marcellus, Marcellus's men, and the girl they held captive turned their attentions to a man-shaped figure clinging to the ceiling above them. He was crouching upside down, dressed from head to toe in skintight black with a blue-gray stylized spider emblazoned on his masked face. Whiteout lenses glared at Marcellus and his men, seeming to flash with the demoniac nature of his fury.

"Tarantula!" Marcellus shouted in anger and fright, turning to his men. "Kill him!"

His men shoved the girl aside and pulled out their guns, shooting at the Black Tarantula, who skittered along the ceiling faster than they could aim. He kicked himself off the ceiling and tackled one of the men, quickly disarming him and shooting him in the chest with his own weapon. The others turned to fire on him, but the Black Tarantula grabbed the recently deceased man and used him as a shield. He then threw the man at his compatriots with superhuman force, knocking them off their feet. He looked around and saw that Marcellus and the girl were gone.

Marcellus was fleeing up the stairs to the roof access, holding the girl in tow. Unfortunately for him, when he got through the roof access and onto the rooftop, he found the Black Tarantula leaning on the hovercraft placed there. From his body language, the masked man seemed to be smirking.

"What do you want, you freak?!" Marcellus asked.

"You dead," Black Tarantula answered simply. Before Marcellus was even aware of it, the Black Tarantula had separated him from the girl and thrown him off the rooftop. He quickly became aware of it in the few seconds between the time he was thrown and the time he became a bloody smear on the street below.

The Black Tarantula looked up and caught a surveillance hoverdrone eyeing him. He tilted his head and shot a ball of web at the drone. Upon impact, the web-ball splattered into a sticky gunk that clogged up its camera. With that taken care of, he walked over to the girl to see if she was ok.


Back at the CSA's NY headquarters, Niles Jason Gyrich looked at the now-blank feed from the surveillance hoverdrone that the Black Tarantula had webbed up. "Damned clone," he muttered. He decided to call in some specialists, both for the Black Tarantula and for that "Spider-Woman" who had appeared and disappeared last month. The "Spider-Woman" had been keeping out of sight since her reckless and abortive attempt at crime-fighting, but her rescuer – the one called Fearless – had remained as much a disruptive and elusive presence as ever.

Soon enough, the specialist he had asked for arrived. He was a man with close-cropped dark red hair and blue eyes. His gait bespoke power and his eyes exuded power and confidence. He wore a dark green power suit with an understated silver watch on his wrist. He was Terence Osborn, son to Norman Osborn III and great-grandson to Norman Osborn II. Like the two Osborn men preceding him, Terence made use of a Goblin identity, with the prerequisite accoutrements of the formula and the equipment, both of which he'd modified.

"You called?" he remarked sarcastically.

"Yes, I'm glad you answered my call, Mr. Osborn," Gyrich answered. "You see, I have a problem. I have three problems. Three problems running rogue in this city."

"The clone, the Spider-Woman, and the girl we subjected to the Daredevil process," Terence noted. "And I happen to know that the Spider-Woman was an accident, wasn't she?"

"Hmph, we were going to remove the venom from that spider and inject it into one of ours, but the damned thing escaped," Gyrich snarled. "I'm going to kill the bastard who let that happen."

"You want my Thunderbolts to take the three of them out," Terence deduced.

"Prescient, aren't you?" Gyrich answered. "Yes, that's exactly what I want you and your Thunderbolts to do."

"Then that's what we'll do," Terence stated evenly.


End Notes: The Avengers and the Thunderbolts will prove important later on, as they will both meet and fight Arachne and Fearless later on. Of course, Arachne and Fearless will later form their own team and Fearless will be taking Arachne out on the town in the next chapter. Look forward to that, and let me know what you think.