AN: This is set in an alternate universe of The Avengers: Earth's Mightiest Heroes where things will be slightly different from what happened in the show, plus in some instances there will be new people becoming the heroes, e.g. there will be a different She-Hulk.

Chapter 3: Breakout, Part One

A Rooftop

New York City

Spider-Man, Batgirl and Supergirl were standing on the roof of a building, overlooking the scene where they had battled Electro and the others.

"So how old are you?" asked Batgirl.

"Would you believe I'm twenty-six years old?" said Spider-Man.

"No, really?" asked Batgirl.

"Fine, seventeen," said Spider-Man "So what about you two?" he asked as he sat on the edge of the building, looking at New York City's newest heroes.

"We're both seventeen and college students," said Supergirl. "So, how did you get your powers?" she asked.

"Would you believe an alien gave me my powers for saving their life?" asked Spider-Man.

"No," said Batgirl.

"How about a mystical spider amulet that gave me my powers?" asked Spider-Man.

"No," said Supergirl.

"Didn't think so. Okay, I was on a school trip to Oscorp Industries, when I was bitten by a genetically-enhanced spider that they were working on to create a new super soldier on par with the late Captain America. Well, anyway, after the spider bit me, I gained the ability to climb walls and it gave me a spider sense that warns me of danger. So, I decided to use my newfound abilities to make some money as a costumed wrestler, but afterwards the fight promoter screwed me out of the top price money, and so, when he was being robbed, to get back at him, I allowed the robber to get away. I guess it was poor timing or cosmic payback but a robber then killed my uncle and when I tracked him down to a warehouse he turned out to be the same one I could have stopped, so from that day on I've lived by my uncle's words, With Great Power Comes Great Responsibility," said Spider-Man. "So what are your stories?" he asked.

"Me? No real story. I'm a normal human who trained her body to peak physical condition and I've been trained in martial arts by my mentor Batman," said Batgirl.

"Never heard of him before," said Spider-Man.

"Me and Batgirl are from an alternate universe, we were sent here somehow. Not really sure how," said Supergirl.

"So what about you?" asked Spider-Man.

"Me, I am an alien from the planet Krypton's sister planet, but I'm not sure if my planet even exists here. But in my universe, my planet and my cousin's planet were destroyed and I, and a few others, were placed in pods, but I was the only one to survive. I was found by my cousin who brought me to Earth and I've worked with Batgirl on a number of occasions,"said Supergirl.

"Cool, so have you and Batgirl ever experimented at all?" asked Spider-Man, but before the two girls could answer the question, an explosion, followed by a large smoke cloud, could be seen in the distance coming from the harbour. Supergirl flew off first and at full speed.

"So, are you going to tell me?" asked Spider-Man.

Batgirl used her grappling gun and jumped off the roof, heading in the direction of the large smoke cloud. Spider-Man started web swinging in the direction of Batgirl and Supergirl. 'Oh, they so did experiment in college. I guess I just have to use my imagination. Oh, what it must have been like,' he thought as he continued in the direction of the smoke cloud.

Elsewhere

A Café

Manhattan, New York

Thor was sat at a café table with Jane Foster while the world passed them by. They were both eating and drinking.

"So, Jane Foster, tell me about your family," said Thor.

"There's nothing much to tell about me, but here goes. My father is the chief of staff at the general hospital, while Mum is a doctor at the same hospital. My older brother Mark is a chief surgeon, my younger John is a private practice doctor. My parents want me to become a doctor like my brothers or them, but to be honest I'm happy as a paramedic (1)," said Jane.

"Ah, a father's pressure to be something better. I know thy pain, my father wants me to return to Asgard during his week-long sleep to help protect the kingdom from my father's enemies," said Thor.

"You should go back for a week. We will still be here when you return. We have plenty of superheroes to protect the city in your absence," said Jane.

Just then, an explosion coming from the harbour bellowed thick black smoke into the sky. Thor and Jane faced each other.

"You were saying," said Thor. Jane moved backwards as he started spinning Mjolnir and then took to the sky and headed toward the location of the smoke cloud.

Meanwhile

The Vault

Iron Man was battling Crimson Dynamo, while Bionic walked toward the pair. He threw his Balaclava to the floor to reveal a white male in his late thirties. He had short black hair and a black goatee with a scar on his left cheek.

"Mind if I cut in, comrade, I have a personal score to settle with Mr Stark," said Bionic as he ejected one of his sword blades.

Oh crap, thought Iron Man as Crimson Dynamo continued to pound him into the ground. Crimson Dynamo picked up Iron Man by the head and tossed him at Bionic's feet.

"He's all yours, comrade," said Crimson Dynamo and stood watching Bionic as he pulled up Iron Man's head and held it with one hand and prepared to strike with his sword.

"Tell me, Stark, any last words?" asked Bionic.

"Don't do this, Marcus," said Iron Man.

"Save it, Stark. Marcus is dead, and soon you will be too," said Bionic, but before he could strike at Iron Man's head, an arrow hit Bionic's chest dead centre. What the-? Bionic thought as an explosion forced him to release his grip on Iron Man's head and he was sent flying into a wall.

Crimson Dynamo looked in the direction the arrow came from to reveal Hawkeye holding his bow.

"How about I even the odds a bit?" said Hawkeye.

"Get down here," said Whiplash as she whipped one of her energy whips at Hawkeye, who dodged it. Hawkeye fired another arrow which Whiplash dodged and she sent the other energy whip at Hawkeye but he dodged it and fired another arrow. It hit her square in the chest and an energy bolt shot through her and she went down

"Just try that on, robin hood reject," said Blizzard, and he fired his ice thrower, but Hawkeye dodged it.

"Heads up, Arrow Guy," said Iron Man. This caused Blizzard to face Iron Man as he fired his Uni-beam and Blizzard was sent flying and slammed into a wall and was knocked out.

"Thanks, Tin Man," said Hawkeye.

"Any idea what we do now, Arrow Guy?" asked Iron Man, looking at all the villains around them, which included Crimson Dynamo, Blizzard, Bionic, and Whiplash.

"No, you?" asked Hawkeye as he prepared to fire an arrow at their foes.

Meanwhile at the Cube

Dr Betty Ross was looking at her lab partner's medical chart, while Bruce was held in restraints. She then looked at the computer screen to her left which showed a computer image of Bruce's DNA.

"You have to listen to me, Betty, your father and General Ryker don't want you to cure The Hulk. He wants to turn him into a weapon like the other prisoners here," said Bruce.

"I know what they plan on doing with you, Bruce, but I've not been working on a means to control The Hulk; I've only been working on a way to cure you, Bruce, as I promised since the accident," said Betty

"They are going to find a way to turn The Hulk into a weapon," said Bruce.

"I won't let them, Bruce, I promise," said Betty.

Just then an explosion ripped through the facility as a gamma cloud filled the prison. Bruce watched as his cell area was filled; he tried to free himself as he noticed that Betty was forced to breathe in the gamma cloud.

"Betty," screamed Bruce as he struggled to free himself. Dr Betty Ross dropped to her knees, and started coughing and breathing in more of the gamma cloud as she crawled to the control panel to release her friend and colleague. After Betty pressed the release button and Bruce was released from the restraints, he ran over to Betty.

"Betty, are you okay?" asked Bruce. As he looked into Betty's eyes, he noticed a green tint to them. Bruce couldn't hide his worry from her.

"Bruce, what is it? Please tell me," said Betty.

"Betty, I promise I'll help you find a cure," said Bruce as he helped her to her feet, but, before they could go anywhere, an electric bolt zapped Bruce and he was sent flying. Betty watched as Zzzax, Ironclad, the Absorbing Man and the Abomination faced Bruce. Betty backed away from them.

"Betty, run," shouted Bruce struggling to stand, but Zzzax fired another bolt. Bruce was sent flying into the wall.

"Bruce," screamed Betty, watching as the Abomination started choking him. Betty dropped to her knees and held her chest as her body began to change, her weak human form changed into a muscular form, her normal skin colour changed, becoming green, her clothes ripped leaving a pair of torn trousers and a tatty tank top, her ripped lab coat and blue blouse lay at her feet and her shoes were destroyed as she stood up.

"Leave him ALONE ," screamed the new female Hulk creature. This caused the Abomination to turn to face her, as Bruce looked at what was now Betty Ross. She was a similar height to The Hulk but her new body had an athletic build, she had light green skin, and she also had green eyes. Both the Abomination and Bruce could see pure rage building up in her as the Abomination continued to hurt Bruce.

The female Hulk charged at the Abomination and punched him in the chest, pushing him back, but the Abomination punched her and she was sent flying backwards. She looked at the Abomination, Zzzax, Ironclad and the Absorbing Man blocking her way to Bruce, as he started to transform into the Hulk.

Elsewhere

Control Room of the Cube

The Leader was watching a video screen as Betty Ross's Hulk figure stared at the Abomination, Zzzax, Ironclad and the Absorbing man. As he watched, he was joined by the Wrecking Crew and three members of the U-Force: Vector, Vapour and X-Ray.

"Sir, what are we going to do now there are two Hulks?" asked Vapour.

"Nothing to worry about, my dear. If they escape, General Ross will be forced to hunt down his own daughter to protect the world from this new She-Hulk creature, while we prepare to put our true plan into action to create a new world," said The Leader.

"But won't two Hulks be a problem in creating our new order?" asked X-Ray.

"No, they won't. Nothing will stop us from achieving my new order," said The Leader.

End of Chapter 3

1. I'm not really sure who Jane's Foster's family are, so I used artistic license and made them all doctors.