"Marvel: Tomorrow Initiative"

Chapter 7: "Looming Thunder"

Disclaimer: The universe depicted here is an extrapolation of the future of the universe depicted in comic books published by Marvel. Therefore, the general setting belongs to Marvel Comics, as do assorted characters and character archetypes used here. The ideas depicted in this story are largely mine, though.

Author's note: I've noted a growing concern that I am not making much of a case against registration with this story, that in fact I am making a better case for registration with the actions of the protagonists (see chapters 1 and 5) than against. The way I see it, registration has its good points and its bad points, the main bad point being how it's been corrupted to serve the interests of a government or government officials who want to control posthumans and neutralize those they feel they can't control. That corruption I fully intend to address, along with other issues concerning the effect of posthumans on society and government. Plus, you get to see the Knights throw down with the Thunderbolts, like I promised at the end of chapter 4. Read on.


Audrey had to keep a low profile. For all that she wanted to web-sling to school, she couldn't risk attracting the attention of the SHRU. That would make her late for her classes and cause her more trouble than she needed. She was in enough trouble as it was with her parents; being late for class would make it worse. Therefore, she was riding the antigrav rail to school, like any other teenager who didn't have a car.

Audrey made it to school about five minutes before homeroom started. She walked into the school building, finding Karin waiting for her by her locker. The older girl leaned against the locker door, beautiful and relaxed like a resting tiger. Karin wore her standard black leather jacket and denim pants, the shirt being a sleeveless turtleneck.

"Good morning, Audrey," Karin greeted her.

"Morning, Karin," Audrey responded, walking up to her locker. Karin moved aside to let Audrey put away her things. "Did you see the news this morning?"

"Yeah," Karin replied. She lowered her voice so as not to be heard by casual passersby. "It seems we've already made a name for ourselves."

"You think we got their attention?"

"I know we did." Karin smirked, a frightening gleam entering her eyes. "They'll come after us, you know. Now that we've begun our work, they won't stand for it. But as long as they don't know who we are . . . we'll be able to do what we need to do."

"Karin . . . back at the holding facility, you and X-23 were killing those Sentinels. Why?"

"It's not like back in the pre-registration days. You don't get cookies for sparing your enemies. You just end up dead later, or someone you love ends up dead later."

"Doesn't mean we have to kill them. Doesn't mean we have to be as bad as they are."

"Your idealism is touching, but we have class right now. We'll talk about this later."


A couple of periods later, Audrey had gym class. She was honestly dreading it, but not for the reasons she had before. This time, she was dreading moving just a little too quickly, being just a little too untouchable, and thus having her powers exposed. She sighed as she dressed herself in the standard gym uniform; she'd just have to be careful about how good she allowed herself to be.

When she came out, the other students were getting ready to play blitzball in an antigravity field. Audrey felt the weightlessness come over her, floating up into the air. The soccer ball was thrown into the field, drifting between the two teams. The captains of each team met on either side of the ball to begin the game. The captain of Audrey's team gained control of the ball first, kicking it to one of her teammates.

Unfortunately, the ball was intercepted by one of the opposing team, a redheaded girl named Candice, who flipped in the air and kicked the ball at Audrey's team's goal. Audrey pushed herself through the air, blocking the ball with her head and using said head to knock the ball through the opposing team's goal. The opposing team's captain retaliated by navigating the ball toward Audrey's team's goal. Audrey dived toward the ground, air-swimming underneath the opposing team's captain and kicking the ball away from her to Jenna.

Jenna took the ball and air-swam with it, only to be intercepted by a member of the opposing team. Jenna navigated around her and would have scored the goal for her team if not for another member of the opposing team kicking the ball away from her. The ball flew into Audrey's team's goal and the thing was that Audrey could have easily prevented it. The problem with that was that if she dominated too heavily, people would get suspicious. Thus, she had to let the opposing team score that goal.

Audrey's team took the ball and they moved toward the opposition. The opposing team attempted to take the ball back, but Audrey somersaulted over one of them and took the ball, kicking it right at the goal. The goalie managed to block it, but an undeterred Audrey retook the ball and kicked it to another one of her teammates, who managed to score a goal.

The game continued until a draw, one that probably wouldn't have happened if Audrey hadn't held back so much. The antigrav field was slowly turned off, gently levitating the girls back onto the floor. They stepped out of the playing field and went for the girls' locker room. This was definitely the part Audrey wasn't looking forward to; she'd never been that comfortable in her own skin, and even with her newly toned frame, she was still shy about group nudity.

Which makes me wonder how I can even put on a costume, she thought. Oh, well. At least the costume covers every inch of me. I probably wouldn't be caught dead in what Artemis wears.


Lunch came soon enough and Audrey was just eating with Jenna when she spotted Karin approaching them. She relaxed her body posture, despite the tension she felt in her stomach. She wondered just how Karin could be so gentle toward her and so brutal in combat. This apparent dichotomy in Karin's personality scared Audrey somewhat . . . and confused her, too.

"Is that Karin?" Jenna asked.

"Yes," Karin replied. "Hi. Mind if I sit here?"

"No, not at all," Audrey answered.

"Thanks, Audrey," Karin said, taking her seat between Audrey and Jenna, the latter of whom seemed somewhat perturbed.

Other students had noticed Audrey and started to come over to her table. "Were you really saved by Spider-Woman?" one of them asked.

"What did she look like?" another student asked.

"Did she shoot webs?" a third student asked.

"Did she climb walls?" a fourth student asked.

"Did she kick that teleporting guy's ass really hard?" a fifth asked.

"Was she hot?" a sixth asked.

"Yes," Audrey replied. "Don't know. Yeah, I think so. Think I saw her on a wall. Probably, he looked pretty beaten up. I don't know; she wore a mask."

"Was she licensed?" a seventh asked.

"Was she supposed to flash a badge?" Audrey questioned.

"So she wasn't?" the seventh asked.

"Is there a point to this?" Jenna asked.

"You have powers, you go get registered if you wanna fight crime," the seventh stated. "Otherwise, you leave it to the cops and the registered guys."

"What about being a Good Samaritan?" Jenna asked. "Are people with powers supposed to stand back and let other people get hurt just because they don't have a badge?"

"People get licensed to drive," the sixth said, defending the seventh. "And powers are even more dangerous than a car."

"Well, people aren't licensed to live, you know," Jenna spoke up.

"And powers are just like a car: only dangerous in the hands of people who don't know how to use them," Karin added. "Don't the Avengers have training camps littered all over the country to reduce the likelihood of that?"

"She saved my life," Audrey said. "That's all I really care about. If the Avengers are producing people like her, that would be awesome. It really would."


After lunch was over, Audrey and Karin went to their shared class: Posthuman Studies. "Where are we now?" Audrey asked the older girl.

"In Superhuman Civil War: Powers and Principles?" Karin asked. "We're studying Tony Stark's side of the conflict." Her nose wrinkled in distaste.

The two girls entered the classroom, where the teacher greeted them both. "Hello, Karin. Hello, Audrey. Glad to see you've returned safely."

"Thank you, Mr. Wade," Audrey answered as she took her seat.

"All right, where were we?" Mr. Wade asked. "Technically, that's a rhetorical question, but I'd really like someone to answer."

"We were talking about the measures Tony Stark took to ensure victory for his side," a student explained.

"Ah, yes," Mr. Wade spoke. "Thank you, Toby. Now, we already covered the trap he laid for the Secret Avengers."

"Not to mention that he set a cyborg clone of Thor – the original Thor – loose on them," a mousy-haired girl named Adina added.

"Now, Thor was one of the founding Avengers, and a close friend of Stark," Mr. Wade said. "Yet Stark cloned him anyway, basically using the clone as a living weapon against the Secret Avengers. In the process, an obscure hero named Bill Foster and also known as Goliath was killed by the Thor clone. Now there are several questions to be asked here. One question is the morality of cloning anyone – especially an ally – to be used as a weapon against your enemies. Another question is . . . did anyone give a flying crap what happened to this guy? Really?"

"What kind of question is that?" another student asked, this one a dreadlocked boy named Jack. "Of course someone gave a crap!"

"Most likely," Mr. Wade answered. "But did his death have any larger significance? Did the larger society care what had happened to him? The sad truth was that no one much cared except his immediate family. However, his death was the factor that further polarized the superhero community, so I suppose they did care in a sense. Stark lost a considerable amount of support from his fellow superheroes, which wouldn't have been possible if no one cared what happened to him at all."

"Doesn't that make Stark a murderer?" yet another student, this one a brunette named Elizabeth, asked. "I mean, it's like dropping a bomb on somebody. You drop a bomb and that bomb kills someone, that makes you a killer."

"It was war," a boy named Sky, his hair a gelled blondish-brown, retorted. "You do what you need to do to win a war."

"Isn't that the kind of thinking that led to the Thor clone?" Audrey joined in. "And recruiting super-powered murderers to the cause of registration?"

"The superheroes would have held back because they were friends," Sky replied. "The villains wouldn't."

"Oh, that's just fine," Audrey spat. "That's the same logic as putting gang members to work hunting down rogue cops!"

"What's your point?" Sky asked.

"The super-villains hated the superheroes with a passion," Audrey explained. "The superheroes were always foiling whatever criminal plot they had in mind that particular day and with a lot of superhero-super-villain conflicts, it got personal. Take Peter Parker and Norman Osborn, a.k.a. Spider-Man and the Green Goblin. When Osborn discovered Parker's dual identity, he went after everyone in Parker's life that Parker ever cared about, resulting in the death of Gwen Stacy, who was Parker's girlfriend at the time. Years later, Osborn ended up pardoned and given leadership of the Thunderbolts and Parker ended up an outlaw because he thought what Stark was doing in the name of 'the law' was wrong." She paused. "Ok, I think I digressed from the point I wanted to make, but does that sound like justice to you? A murderer gets rewarded and a hero gets treated like a criminal?"

"No, I can't say it's fair, but what's your point?" Sky asked.

"The point is that superheroes have, or had, a moral code that they steadfastly followed," Audrey replied. "Super-villains, on the other hand, were mostly greedy thugs or self-important megalomaniacs who had no qualms about the death and destruction they would cause just to get what they wanted. Of course, considering that our government has never been that reluctant to put psychopaths to good use, it makes a sick kind of sense, don't you think?"

"It's a truth no one likes to deal with, but soldiers are supposed to kill," Sky said. "It's a kill or be killed situation that they get dropped into, so better that they kill than get killed. And you need people that can get the job done."

"So let's go ahead," Karin sneered. "Let's put murderers to work hunting down anyone who won't cooperate with the government."

The argument continued and spread, until Mr. Wade cut in with a shout of "Order! Order! There will be order in this classroom!"

The students looked at him, allowing him to continue speaking. "Now, I'm glad you're all so passionate about this, but please, try to be civil. Especially you, Karin, we don't need to call our opponents 'fascist sympathizers.'"

"You don't think it's fascist what's been going on since the Act passed?" Karin asked indignantly. "The surveillance drones in the sky, supposedly there to protect us from superhuman 'insurgence'? You don't think they're being used to spy on ordinary people, too? And what about the Initiative training camps? You don't think those should be voluntary? But no, they're a requirement! As if everyone who has powers is going to try to be a superhero!"

"No one's denying that those things can scare some people, but I do not believe that we are living in a fascist society," Mr. Wade replied. "We are still allowed to vote for our leaders, after all. In a fascist society, there'd be little to no opportunity to vote for anything."

Karin scoffed.

"Well, class is almost over, anyway," Mr. Wade said. "I suppose I'll let you all go now. Finish reading the chapter on Stark's role in the Superhuman Civil War and start reading the chapter on Stark becoming S.H.I.E.L.D. director."


The students walked out of the classroom, including Audrey and Karin. Once Audrey felt she was assured of privacy, she tugged Karin aside and whispered, "You were pretty fired up back in there. What's wrong?"

"What's wrong?" Karin echoed. "The world we live in is wrong. The world we're in treats us like we're monsters, just because we're different."

"No, I think there's something more than that going on with you," Audrey insisted.

"I used to be part of the CSA," Karin admitted shamefacedly. "I was in the Initiative training camps. I didn't have powers, so they put me through the superpower replication process. The power set they gave me was Daredevil's, and they did it by enhancing the sensory functions of my brain. Since we all went by codenames, I chose Fearless . . . and I really was . . . because the enhancements to my brain damaged the part that used to let me feel fear."

"What happened, then?" Audrey asked.

"I found out what they were really about," Karin replied. "And I fled. I got the hell out of there."

Audrey pulled Karin close, into a hug. "You said you'd be there for me. I'll be there for you. Always."

"Thanks."


That night, Audrey – as Arachne – swung through the night on lines of spider webbing. Karin had revealed a new side of herself to her today and Arachne was amazed that Karin trusted her that much. The stealth function of the costume kept the surveillance drones from spotting her, but it wasn't as though it would stop ordinary onlookers from seeing her. That was how the SHRU had found her, after all.

Time shifted again, alerting Arachne to imminent danger, and she released her web-line just before a two-pronged razor blade cut it. She fired another web-line and swung up, twisting in midair to reverse her direction. When she did, she spotted a man-shaped figure standing astride a high-tech metal glider. The figure wore black armor with silver metal shoulder guards, elbow guards, wrist guards, knee guards, and shin guards. His face was concealed by a demonic mask designed to vaguely resemble a goblin, malevolent red eyes staring out at her.

"What are you supposed to be, a Black Goblin?" Arachne asked.

"Just call me Goblin," the goblin-styled man replied. "And you're under arrest."

"Arrest?" Arachne echoed.

"Yes," the Goblin confirmed. "Unlike you, I have legal authority. You've been fighting crime without a license. We can't have that." The sadistic undertones of his voice belied his relatively dispassionate manner.

As she descended, Arachne fired a web-line at the Goblin's glider, swinging upward on the line and twisting to move behind him. Unfortunately for her, the Goblin spun his glider around and grabbed her thrusting fist. He squeezed it tightly, which turned out to be a bad move for him because impact webbing shot out of Arachne's web-shooter, striking him in the face.

The Goblin dropped Arachne and she plummeted toward the ground, only to be struck by a black shadow. Arachne attached herself to the façade to confront her enemy and at first, she mistook it for a darker Spider-Woman. Her enemy's costume had a spider motif and was colored black, with an upside-down red spider on her torso and back and red vaguely insect-like eye-covers surrounding silver-black lenses. The other "Spider-Woman" was clinging to the wall just below her.

"Who are you?" Arachne asked.

"Venom," the other "Spider-Woman" replied.

Arachne flipped backward on the skyscraper façade, only for Venom to flip after her. Finally, Arachne leaped across to the opposite skyscraper façade, only for Venom to shoot black web-lines at Arachne's legs, binding them and pulling her back in. Arachne struggled fiercely, but Venom pulled her up despite those struggles, wrapping more black webbing around her body to bind her.

"What do you want with me?" Arachne asked.

"Good job, Venom," Goblin said. "Now hand her to me."

"So you can take credit?" Venom retorted. "Screw you. She's mine."

"Don't be stubborn," Goblin admonished. "Hand her to me. Now."

Venom glared at Goblin. "Catch her." She retracted the black webbing into her suit, allowing Arachne to drop. The Goblin screamed with fury and plunged his glider into a dive after Arachne, who fired a web-line at his glider and swung onto said glider to kick him in the back. The Goblin blocked the kick and righted the glider, soaring up into the air again. Arachne flipped off, twisted, and fired a web-line on which to swing to get away from him.

Venom swung after Arachne, with the Goblin flying above them. The Goblin pressed down on his glider with his foot and a spherical orange bomb popped out and into his hand. He threw the bomb at Arachne, seemingly missing her, only for it to detonate in front of her. Fortunately, she had dropped the web-line at the last second, ensuring her relative safety. Venom lowered herself on her web-line and swung into a kick that struck Arachne in her stomach, knocking the breath out of her.

Arachne fired two shots of impact webbing at Venom, only for Venom to dodge both. Arachne shot a web-line at a nearby skyscraper, swinging on it and stopping her fall just ten feet or so above street level. She swung high into the air and at Venom, who swung at her. The two spider-themed females collided in midair, knocking each other off their web-lines. They fought as they plummeted, trading blows with enough force to kill normal humans.

Finally, Arachne landed on a passing car, with Venom on top of her. "Just give in, little spider," Venom purred. "I promise I'll make it painless."

"You first," Arachne snarled and activated the taser function of her suit, the electrical emission throwing Venom off her. Arachne flipped off the car and landed on a skyscraper façade, looking at her downed foe. Time slowed down, and Arachne spotted several orange bombs flying toward her. Reacting quickly, she created a web-net to catch the bombs, throwing them back at the Goblin, who had been the one to throw the bombs at her in the first place. The Goblin dodged his own bombs and soared down toward Arachne as they exploded in the air behind him.

Arachne lunged at the Goblin, only to be caught by black webbing again. When she looked down, she saw that Venom had gotten up again . . . with a mouthful of sharp teeth, teeth that were pulled back into a malevolent smile. Venom tossed Arachne viciously into the street, where the spider hybrid jumped up to avoid a passing car. She flipped in midair and fired another web-line, swinging on it to avoid Venom's attack even as the Goblin continued to come after her with razor blades and bombs, which Arachne avoided as well.

Below them, the ordinary people were trying to keep out of their way. In fact, they were fleeing from the site of the battle, driving away or just doing their best to no longer be at that particular scene.

The Goblin came down on Arachne, popping short blades out of his wrists to slice Arachne's web-lines. Arachne simply fired more web-lines to replace the ones the Goblin had sliced. The Goblin answered by unsheathing a short sword, slashing at Arachne with it. Arachne flipped over the Goblin's head and landed on his glider again. This time, he threw his head back to bash her masked face with it, but she bent backward to avoid his head. She flipped off his glider and shot a web to swing from.

Venom swung at Arachne, tackling her off her web-line and knocking her down to street level. Arachne kicked Venom off her and twisted onto her feet. Her spider-sense went off again, slowing her perception of time, and she whirled around just in time to be struck down by a swiftly running man dressed in black with silver lightning accents. Arachne quickly got up, only for the swiftly running man to attack her again. Her shifted perception of time enabled her to see his moves and fortunately, her reflexes were fast enough to allow her to dodge.

"V6!" Venom shouted. "She's mine!"

"Shove off, V!" V6 retorted. "She's ours!"

Damn it, Arachne thought. As if things couldn't get any worse.

Unfortunately, they did. Fireballs, ice knives, and microwave blasts flew at her, all of which she was dodging with the superhuman alacrity of her predecessors. As she dodged these, the speedster – identified as V6 – attacked her again. Then there was the Goblin and his bombs, which she had to dodge as well. And finally, Venom had apparently had enough of her fellows "stealing her prize," so she leaped into the fray and attacked Arachne as well.

The fire-wielding one was a man with fiery hair and garbed in flame-trimmed black. The ice-wielding one was a pale-skinned Japanese woman dressed in a kimono-like short dress. The microwave blasts came from a man-shaped figure in black-and-silver armor with red highlights and large insect-like eyes on his helmet. The three – along with Venom, Goblin, and V6 – attacked her on all sides . . . and it was becoming harder to keep up with them all.

In the midst of dodging fireballs, ice knives and razor blades slashed her sides and limbs. In the midst of evading those, microwave blasts and exploding bombs struck her. Arachne flew into a parked car, smashing it upon impact. The nanotechnology in her suit repaired itself, mending her costume and covering her wounds.

"We're the Thunderbolts," the fire-wielder said. "And you . . . are checkmated."

Arachne breathed hard. The Thunderbolts had given her a hell of a beating and it was a miracle that she was still standing. Then again, she could take punishment that most normal humans couldn't survive, but she somehow never thought she'd be testing that possibility like this.

"Just give up, little girl," the Goblin said. "Give up and we'll make this a lot less painful than continuing to resist would be."

Arachne's answer came in the form of a sudden attack that struck down the Goblin. "What the hell?!" the Goblin shouted.

Arachne was shocked. Her body had just moved on its own . . . and it was continuing to move, acrobatically dodging the fire-wielder's attacks. Venom came after her, but Arachne's body grabbed Venom and threw her at the attacking pyrokinetic, causing her to be bathed in flames. Venom screamed with agony as she burned, distracting the others enough for Arachne's body to beat the pyrokinetic savagely. V6 came after her, but Arachne's body pirouetted into a kick that threw him into a nearby car.

"What am I doing?!" she asked.

"Keeping you alive," Peter Parker's voice answered within her suit.

"Peter?" Arachne whispered. "How are you doing this?"

"Neural interface built into the suit," Peter replied. "I'm using it to coordinate your body's movements so you can fight these bastards."

"You – you –" Arachne sputtered, her rage making her speechless even as she evaded and thrashed the Thunderbolts.

"I'm keeping you alive so you can get the experience you need to fight bastards like them on your own," Peter answered. "Be angry with me after I save your life."

V6 came after her again, but Arachne's body fired crisscrossing web-lines in front of her, trapping V6. The ice wielder came after her with an ice sword, but Arachne's hand chopped it into pieces and knocked her out with one blow. The armored one fired more microwave blasts at her, but her body easily dodged and landed in a crouch. A web of electricity spread out from beneath her hands, radiating in every direction and shocking the Thunderbolts. It also had the effect of short-circuiting the two armored ones on the team.

Arachne looked around at the Thunderbolts, who didn't seem to be in any shape to fight her anymore. Underneath the mask, her eyes narrowed in fury. She fired her web-line at the skyscraper above and swung away on it with one thing on her mind.

Finding Peter and making him pay for this violation.


End Notes: There you go. Peter has crossed a line here, definitely. This basically puts him in Civil War-era Iron Man territory in terms of sheer "bastard behavior for the 'right' reasons." Wait for the blowup between him and Audrey in the next chapter, and check that chapter as well for the return of a certain infamous character and the beginning of a new alliance. Until next time.