Disclaimer: I do not own Spiderman or any characters from Marvel. All characters belong to their respective owners.

And a bit of clarification here about my own marvel universe. For those of you who don't know, The Ultimate Marvel universe is called Earth 1610. I like to think my reality as Earth 1630. My own little theory is that each universe is slightly different then each one in more than just a subtle way, but the greater the distance from each Earth, the les similar it is. That's most likely why we've never seen a Earth 649 or 620 (prime marvel universe is considered Earth 616) because the realities would be too similar. My reality is different from the Ultimate universe, but not radically. Several key elements will be changed, but the majority of both will remain in tact (villains and heroes may be different or altered in the ways of plot, some event might also change).

Also, many of you might be noticing me jumping the time line with the gaps ranging from a few days to a week or more. This is to further move the plot along as well as progress Spiderman's experience against common criminals.

Chapter 36

Times Change

New York City, Apartment Complex, Two Weeks After the Kingpin's Escape

Mattie Franklin entered her uncle's apartment as she made her way to her room. Her uncle was working late again, so she had the apartment to herself. She stretched and yawned again as she removed he hoodie to reveal a low cut shirt that left a good portion of her back exposed. "Well no one's here…" With a small amount of concentration four lumps began to form on her back, with a slight grunt of pain, four large bone like protrusions burst from her back. The bony appendages (shaped like spider legs) extended as if they were stretching as well. "It's so uncomfortable keeping them in sometimes." she mumbled as the legs folded up behind her slightly. She walked into the living room before flicking on the TV. The local news played a story of a robbery stopped by Spiderman, caused by a man called the Shocker.

"Way to go Spidey!" She fist pumped as she leaned back on the couch. "So many super-crimes happening these days…" the young girl mumbled as she continued to watch the news. "Hope everything goes okay for tomorrow." She muttered as the news played out more info on the superhero team the Ultimates, as well as some tabloids surrounding the marriage of Sue Storm and Reed Richards.

…

Triskelion, Underground Lab

Nick Fury walked into the lab room to see Baron Von Blitzschlag kneeling over several downed security men, all dressed in broken battle gear. "This bad huh?" Fury bluntly asked. The German scientist simply nodded his head before using his cane to gesture towards a locked containment cell. Fury walked forward before Fury spoke up. "We'll need to start from scratch if we want him to be controllable." "You're going to do it?' The scientist asked looking at Fury. "Yes." The general replied without hesitation

Fury tapped the control panel on the cell. As the thick metal door retracted, Fury placed his hand on his sidearm. He walked into the dimly lit red cell and laid his eyes on a young teen huddled in the corner of the room. The teen had a mop of dirty brown hair that went to his shoulders. He wore no clothes and the floor was caked with blood. The young teen looked up at Fury, revealing his brown eyes. "Fury…?" he asked in a half whisper. "It's me son. Its all gonna be okay." "W-what's happening to me?! I don't remember anything! How am I here?" he began to sob. "It's alright son…" Fury's hand popped the safety strap off his gun. The young man became extremely agitated as he gripped his head. "Head throbbing! Wha—?!" the teen screamed in pain as two one foot long stingers jutted from his wrists. Blood splattered on the ground. "Auuug!" he screamed. Fury noticed the skin around the stingers began to heal trapping the weapons above the skin.

"What is happening?! I never had stingers!" Fury gripped his gun as he approached the young teen. He lowered himself to the boys level as he placed a hand on his shoulder. Tears were welling in his eyes as fear and panic set in on his confused mind. "It'll all be over soon son. Just trust me." The boy looked at his hands in shock and fear. Fury gripped his gun tighter and looked the boy in the eyes. He removed the weapon from his holster and raised it to eye level. The boy looked the man in the eyes as Fury cocked the gun.

Nick watched the crying teen as he gripped his sidearm. He knew what he had to do, but as he looked at the boy, he couldn't pull the trigger. No matter what he thought, he couldn't do it. Not with how similar they were. Fury lowered his weapon and placed it on the ground. "I'm going to help you Peter. But you need to know some things first."

…..

Midtown High School, the Next Day

Peter walked through the hallway of his high school and made his way to his locker. He opened the door and put several books in his bag before shutting the metal door. When he shut it a familiar face walked into view. "Hey buddy!" Flash said as he leaned against the lockers. "Hey man." "What've you been up to these days?" "Work and personal problems." "Sorry man. Everything okay between you and MJ?" "Yeah that's all fine. I'm just worried about some other stuff." "Well I'm always here for you buddy. Anyway have you seen the new school nurse?" "Miss Arrow? Yeah I've met her. Why?" "She is freakin hot!" Peter merely grinned at his friend's statement. "Heh. Right. I don't think she goes for students." "Yeah, but we can at least appreciate the view!" "Okay big guy keep it in your pants."

Peter was about to leave his locker when MJ grabbed his arm and nearly pinned him against the locker. "Peter did you here the news?" She asked eagerly. "Care to explain, because I obviously haven't." "We're getting a new student in home room!" "Really?" Flash asked now interested. "Guy or girl?" "Don't know." "Hope it's a cute girl." Flash said as he walked away from the lockers. "Horn dog." Peter sighed. "Hey he's a guy." MJ said. 'That's insulting to my gender." Peter deadpanned. "It's true for most guys here at least." "Hard to argue with that." The pair walked into their homeroom class before sitting down at their desks. Peter sitting in front, with MJ right behind him.

The professor walked into the room with a clipboard in hand. "Alright everyone settle down, I have an announcement to make." The class mumbled in both irritation and anticipation. "We have a new student. Please enter." The class fell silent as the new student entered the room. She had short black hair that fell just above her shoulders and had blue eyes. Peter's posture stiffened in surprise for a moment. 'Mattie?' "Hi everybody! My name is Mattie Franklin. Hope to get along with you very well." Several of boys started to whisper about how she looked, as did the girls. MJ noticed her boyfriend's reactions and leaned forward in her seat. "Do you know her?" "Yeah that's Mattie, JJ's niece." "You mean the kinda cute girl you told me about?" Peter chuckled nervously. "Pete, you know the new girl?" Flash asked eagerly. "Yeah." "She's his boss's niece." "Think you could put in a good word for me?" Peter face-palmed before looking at his jock friend. "Weren't you hitting on the school nurse just like a minute ago?"

Mattie was instructed to sit down right to the left of Peter, who she immediately recognized. "Hey Peter." She said as she sat down. "Hey." He said in response. Mattie looked at MJ and Flash and smiled. "Helloooo!" She said enthusiastically. "Hey." MJ replied, "I'm Mary Jane, but you can cl me MJ." "I'm Flash!" The jock said over his smaller friend (i.e. Peter). "Hi!" She replied while smiling. The discussion between the three only increased from there, while Peter remained with his head down on his desk trying to block out the noise to catch upon his sleep.

The rest of the day went off without a hitch. Mattie was integrating well into the little group of friends. Surprisingly she was really hitting it off with MJ, much to Peter's surprise. 'Girls can be so bipolar about people.' Peter privately thought as he closed his locker for the day. He was about to meet up with his friends when he received a beeping noise from his pocket. He moved back out of the massive crowd of students to get a little privacy from the dozens of students littering the hallways. Peter removed a small blue and white communicator from his pocket before placing it in his ear. "Peter?" "Johnny?" "Hey I was hoping you were on the line! Listen we need a favor." "What is it?" "Reed and Sue need help with a little science project…so…" "When and where do you need me?" The boy asked enthusiastically.

….

Baxter Building

Spiderman landed on the roof of the Baxter Building as the sun began to set. Standing up, he looked around the roof until an elevator rose to top, drawing his attention. The doors opened to reveal the Fantastic Four. Reed and Sue were both wearing lab-coats with the addition of metallic black goggles over there team uniforms. "Hello Peter." The older man greeted as he walked out of the elevator. "Sup Doc." Peter replied as he jumped towards the area, landing on the same level as the FF members. "So what did you need me for?" "Help with a dimensional experiment. I need a good assistant to help us with it. Sorry for calling you an assistant." "Not a problem. So what do you need me to do?" "Stabilize an extra-dimensional portal." Sue said while smiling.

"You guys have made my day!" Peter exclaimed. The Thing and the Human Torch simply face-palmed at their friends reaction. "Man, he's as big a science nerd a Reed is." Johnny complained. "Well at least we don't have to worry about us screwing something up." Ben added in. "Well lets go down to the lab." The group of heroes took the elevator down to the top lab floors. The doors opened to reveal a large room filled with various pieces of equipment. "Man I've always wanted to see this place when it wasn't destroyed." Peter said as he walked into the room.

In the center of the room stood an enlarged ring like object with an additional half-ring attached to the side on a rotating platform. "I'm assuming that that is the portal, right?" Reed nodded his head as he lowered the goggles over his eyes. "You might want to step back Peter." "Steppin' back." Spiderman said backing up beside Johnny and Ben. Sue walked over to a console similar to Reed's and began to type on the console. The half ring began to move around the full ring, creating a surge of red energy that swarmed around the structure. The energy began to congregate at the center of the ring until it took the form of a sphere. The sphere of energy became denser and darker in color, creating a thick ball of energy that began to expand until it reached the edge of the ring. "Fucking awesome!" Peter exclaimed as Johnny and Ben nodded while speechless.

"My dear friends…welcome to the new unveiling of the new N-zone portal!" Reed said dramatically. "You've been waiting for hours to do that haven't you?" Sue said while smiling. "Yes I have." Reed admitted. The portal remained stable as the wind in the air picked up. A vortex formed in the ring, spiraling back into the portal. "So what next?" "Now we get to explore it." "We're going back to the N-zone?" "Well…technically me and Susan are. You two are house sitting and Peter is here to stabilize the portal in case anything goes wrong. In the mean time there is some quantum physics notes alongside some new technology to kill time Peter." "So I'm lab sitting?" "In…layman's terms…yes. Thanks again!" Before a response could be made both Mr. Fantastic and the invisible Woman leapt into the portal, disappearing from sight.

"You're welcome…?" Peter said, feeling like he had just been duped. "Did you know about this?" He asked turning to Ben and Johnny. "Not about ditching you and having us stay put…but hey, last date they have before the wedding. Let the kids have fun." The Thing said before walking alongside Johnny to sit in twin chairs facing a large monitor. Johnny turned it on before changing the channel to a football game. "While your being all nerdy with Reed's stuff will be watching the game. Join us if ya want." Peter looked at the pile of papers and notes and then looked at the game playing. "Eh. I'll multi-task." Peter fired a web-line and snared the files, pulling the papers towards him. He perched on one of the empty tables as he skimmed some of the files. "Hmmm…" "What? see something interesting?" Johnny asked. "Yeah, but quick question." "What's that kid?" Ben asked as he popped open a beer. "Yeah, when's Reed's bachelor party?" At these words Ben dropped his beer and Johnny groaned in annoyance. "Fuck." He said.

"You forgot to plan one?" Peter asked still reading the files, not bothering to look up. "Yeah…might have to start brain storming." "Good luck with that…when is the wedding by the way?" "In a couple of weeks. Speaking of which, take this." Johnny tossed a silver card towards Spiderman who easily caught it. "And this is…?" "An invitation. Date is scheduled to appear whenever its finalized." "Really? Civilian or costume?" "Probably Costume. We're inviting the Ultimates and Prof. X." "Any other X-Men?'' "That eager to meet them?" "I only met a few the first time." Ben raised an eyebrow. "Man you get around." He said. "Yeah…I'm social that way." "Any cute girls on that team?" Johnny asked. "Yeah I saw one or two of them…" "Care to invite them as a plus one?" "Do I get one?" "Yeah." "I'll think about it." He said sarcastically. "You sure you want me there? I kinda got a lot of negative publicity." "Then this should give you a boost." Johnny simply replied while watching the football game. Peter shrugged his shoulders before pocketing the invitation. He continued to look at the notes until a small red flash illuminated the room.

Peter turned his head to the portal and saw what looked like tiny flashes of red light. They were spontaneously collecting around the portal, increasing with intensity. "Is that normal?" Johnny asked while rising from his seat. "I don't think so." Peter said as he stood up. Ben stood up from his seat and stomped towards the portal while Peter checked some of the instruments. "Pete…please tell me this normal for this thing." "As much as I would love to say yes…I'm fairly certain this is not normal." Peter pressed several commands into the console to try and correct the energy surge. "Not good…Not good…" Peter mumbled as he struggled to stop the accumulating energy. "Did Reed tell you about what's on the other side of that portal?" Peter asked. "We already know! A big red wispy cloud place filled with rock and alien monsters!" Ben said as he stood in front of the portal.

"We might have a problem…" Peter said as a large red dot appeared on the screen's radar. "What kind of a problem?" Johnny said as his body began to release embers over his skin. The portal fluctuated for a brief moment before a large shadow appeared behind the red veil of energy. The portal rippled for a moment before a massive creature broke through the dimensional barrier. The monster slithered and crawled out of the portal, its long insect like legs stabbing into the ground, dragging its serpentine body into the lab. Its face looked like a cross between a lion and an insect. Two enlarged claws shaped like scythes were in place of its front legs; its mane was made of jagged spikes tinted red like rubies. It glowing green eyes locked upon the first thing it saw, in this case, Ben. "Oh shit." He muttered before the creature roared in defiance before slamming its tail into the hero, sending him flying into a lab table.

"What is that?!" Johnny shouted as he readied himself for a fight. "Something from the other side! Let's push it back through!" Spiderman threw down the tablet he had been using before leaping into action. Johnny quickly followed suit. "Flame on!" The Human Torch burst into flames before flying into the air, raining fire down upon the monster.

The creature screamed in pain before slithering forward, swinging its claws in wide arcs. Spiderman back flipped to avoid the first swing before barreling to the side to avoid a tail swipe. Spiderman fired off a net of webbing which seemed to only annoy the creature as it tore through the net like paper. Torch soared over the creature bathing it in fire before circling back to Spiderman. "We need a little muscle here!" He exclaimed.

Suddenly a large table smashed into the creature's face, drawing its attention. The monster snarled as it eyes locked on the large orange creature it had swatted aside so easily. "It's gonna take a lot more than a little lickin' to take me down ya…uh…whatever you are!" Ben declared as he lifted another half of a table with one arm. He hurled the object at the creature who retaliated by firing a blast of green slime that collided with the projectile, melting it instantly. "Acid?! Crimeny…" The Thing said as he dodged another glob of acid. Spiderman swung into action (literally) and slammed his feet into the monster's face, causing it to reel back in pain. It shrieked in anger before charging forward swinging its arms in an attempt to gut the heroes. Ben charged the creature, grabbing it by the tail before dragging it back. The monster shrieked in protest before digging its claws into the floor, stalling its defeat.

"Aw for crap's sake just give up!" Ben complained as he pulled the creature across the ground. Johnny flew in front of the creature and unleashed a torrent of flames in its face causing it to reel back in pain. The monster screamed in distress before the orange-hide Thing lifted it into the air. "Alright ya freaky monster… back ya go!" The Thing hurled the creature at the portal where it slammed through the dimensional gate, ending up back on the other side. "Peter do something!" Johnny shouted as the shadowy form of the creature began to rise. "Working on it!" He replied while furiously typing on one of the portal's command terminals. "Work faster kid!" Ben shouted as he began to chuck random debris at the portal in an effort to stop the creature's recovery.

"Almost there…and…got it!" Peter slammed his hand on the command terminal before a shield of green energy coated the outside of the portal. The N-zone creature slammed through the portal but was quickly repelled by the new shield. The monster screamed in anger as it was forced back into its home. "Problem solved." Peter said as he looked at the console. "Looks like the shield is holding for now…" "How did that thing get through?" Johnny asked, still looking at the shielded portal.

"You got me. That shield should've prevented anything from getting loose in the lab." "So why didn't it work the first time?" Ben asked irritably. "I dunno…a glitch?" "That's your theory?' Johnny asked. "Hey I'm just the assistant remember?" "So who wants to tell Reed and Sussy about the mess. The group looked around and saw to their horror the room had been trashed by the creatures rampage. "Shit." Both teens said as Ben began to pick up the trashed remains of the lab. Soon enough all three were scooping up debris and wrecked lab equipment. "We just got this place cleaned…" Ben grumbled.

…..

Triskelion, Underground Lab

"This was a mistake." Blitzschlag said as he finished typing a slew of data into a computer terminal. "Care to repeat that doctor?" Fury said as he watched the monitor in front of him. "Yes I would." The German doctor said almost defiantly. "Then please, continue." "You said you would take care of the problem, but instead you are having him kept alive. You said if we couldn't control him that we would need to ki—" "I know what I said! And believe me I'm warming up to it." The scientist glared at the director of SHIELD before he turned back to the monitor currently displaying the source of their argument. In a similar containment cell (this one being clean and outfitted with a bed and toilet) sat the clone of Peter Parker, codename: Kaine.

The young teen sat on the bed, glaring at the mirror placed in his cell. Miraculously, Fury had managed to calm the distraught clone, even after he had been informed of his creation and purpose. He now seemed to be just sitting there contemplating. "He's taking this rather well." The doctor said while leaning on his cane. "Believe me he told me if anyone walked in to his room at all he would gouge their eyes out with his stingers. And about those…" Blitzschlag looked at the director to answer. "Well…I couldn't duplicate his mutant genome without complicating the OZ formula which gave him his powers. So I stripped him of his X-gene and gave him stingers instead. I believe they might be highly effective." "They're a little creepy." The doctor shook his head in irritation before turning back to his work.

"You plan on using him for assassinations and more morally…disturbed assignments…correct?" "Yes. He's shaken and he ain't gonna recover like normal. Unlike our original…Kaine is prepared to kill, unlike Abel." "Very biblical in the name sake. But then again, it does fit." Blistzschlag said as he began to type on his console. "How is it coming with project MVP?" "I believe that they would work best as a team, seeing as they are brothers. And…" The German said while looking at Kaine through the monitor. "I think we might have a leader candidate available." "We'll have to see where he fits into all of this. But you may be right."

Inside the cell, the clone, aptly named Kaine, glared at his own reflection. His hair was much longer than his 'original' falling just below his shoulders. He raised his right hand and concentrated. The skin on his wrists tore open as the foot-long spike jutted into view. Kaine grunted as the pain slowly stopped following the wound healing. He looked at his new weapon and glared at it with both hatred and intrigue. From what he could tell it was much denser and stronger than even his reinforced skeleton.

He released the second spike from his left wrist and compared the two. There was no difference between the two weapons as he scraped the bones against each other repeatedly. As he continued the repetitive motion, Kaine thought back on what Fury had told him. He was a clone with all the memories of Peter Parker, of Spiderman. But he wasn't him. It didn't feel right; it was like looking through someone else's eyes for most of your life without any control. "What am I here for?" He muttered before retracting the stingers.

The doors to his cell opened flooding the dim room with light from the outside. "You take one step in here…I jam my new stingers trough your skull." "Relax kid." The young teen turned his head to see a blond haired man in a black and red combat suite wearing red sunglasses. "Hawkeye?" the teen questioned, recognizing him from the cross-species invasion. "Hey kid." "The fuck do you want?" The clone asked not happy to see anyone right now. "Not the best first impression." Kaine simply scoffed, not bothering to look at the archer. "Look kid I get that your pissed but—" "Pissed doesn't even describe my mood! Pissed is when you've failed a test, get chewed out by your boss and generally have a fucked up day! I'm seething in rage! There hasn't been a word invented to describe how much anger is simmering in my blood right now!" Kaine ranted. "Let me tell you right now. I am far beyond pissed." "Noted." Clint said, barely fazed by the teen's outburst.

Hawkeye threw a bundle of clothes at the teen who caught it with one hand. He looked questioningly at the clothes before Hawkeye spoke again. "Put them on." Kaine looked at the clothes and saw they were a pair of sweats. "Why should I?" he asked bitterly. "One I'm getting tired of staring at your junk, and two, we're going to train." "For what?" " For you to blow off steam without ripping people apart."

The archer walked out of the room, leaving Kaine behind. The clone looked grudgingly at the pile of clothes before starting to dress. 'Might as well break some stuff.' He thought, again releasing his stingers. "I am going to fuck shit up."

….

Baxter Building

The N-Zone portal ripped open before a laughing Sue Storm and Reed Richards jumped through, landing on the lab floor. "We're home!" Sue said as she and Reed looked around the lab. They were both surprised and horrified to see parts of the lab broken, burned and covered in webbing. Spiderman hung upside down from the sealing on a web-line. He and the remaining FF members were watching a football game, which apparently revolved around them gambling. Ben had a small stack of money on the table and threw down another five dollar bill as the game continued. "Hey sis." Johnny said, not turning around.

"What happened to the lab?!" his sister nearly shrieked. "Peter was the first to respond, still not turning around. "Oh…a giant creature got through and we had to send it back. Next time you leave the portal on, make sure the force-field stays on." Sue looked back at her fiancée who began to skim the commands posted n the terminal. "Aaahh…it appears I did forget to set the force-field before we left. I apologize." "Maybe we should get ya a reminder pad for your wedding gift, stretch." "Anyway…" peter said redrawing the group's attention to him. "My baby sitting job is over so I'm gonna get going."

"Thank you for the help Peter." Sue said. "Sure, just next time please actually have me do something interesting." With that said Spider man leapt towards the lab's elevator before ascending to the roof, ready to leave.

Peter emerged onto the roof of the building and looked out onto his city. "Well…tonight was…interesting." He said out loud. Spiderman stood on the ledge and walked along the thin concrete border for about a minute before he found a suitable spot. "This should do." He leapt from the building like a diver and plummeted towards the ground.

He fired off a thin line of webbing which snagged the edge of a building jerking him up into the air where he fired off another web-line to continue his travels. He swung around a building and vaulted into the air before firing off yet another line. He continued through the air until the sounds of gunfire and explosion rang through the city. Spiderman latched onto the side of a skyscraper and focused his senses towards the noise. Within seconds he knew where to go.

He pushed off the building and fired off a continuous flow of webbing, not slowing for a second. He rapidly approached the area of the violence and saw several destroyed cop cars filling the area. Police were being pushed back by a figure who was launching blast of circular energy. The rings of energy detonated on impact with whatever they hit. The cops had been driven back as the figure continued to fire off more blasts of energy. Spiderman landed on the edge of a street lamp and viewed the battle. The woman jumped from her perch on an uprooted street and dashed across the street, her blasts leaving echoing boom noises.

Spiderman leapt into action swinging in closer before nailing the villain in the back with a kick. The woman gradually picked herself up off the ground, clearly caught by surprise. "You know, there are better ways to get attention than destroying public property." Spiderman quipped. "Fuck you shit for brains!" The girl screamed as she whirled around, firing off to energy blasts. Spiderman's spider-sense warned him of the encroaching danger and allowed him to jump to the side. The blasts slammed into the street creating two explosions that rocked the area.

"Language young lady!" Spiderman shouted over the explosion. "Fuck you bitch!" The girl unleashed another blast of energy that Spiderman dodged. The masked hero fired off several web-shots, two witch found their mark. The female's hands were pinned to the wall of a nearby building, leaving her helpless.

Spiderman finally got a better look at the woman and notice she was around his age. She had long brown hair and wore a long white jacket over a black and pink combat suit. Her brown eyes were framed by a domino mask and reflected nothing but sheer rage.

"Okay kid, who are you?" "Fuck you!" The girl screamed as her hands began to shift around in the webbing.

"Yeah keep it up Mrs. Potty mouth, those webs are tougher than they l-" Peter's words died in his throat as his spider-sense echoed in his skull. The girl's hands glowed through the webbing before it burst like a balloon, releasing the villain. She landed on the ground and glared up at the red and black hero.

"You want a name? Try Bombshell, Jackass!" The villainess raised her hands and unleashed a wave of energy at the web-swinger. Spiderman leapt into the air to avoid the attack, firing web-shots as he did so. Bombshell merely waved her hand through the air, causing each web-blast to explode midair.

"Fuck!" Peter exclaimed as he landed on the edge of a building. The female known as Bombshell darted into the alleyway, fleeing the scene. "You are not getting away!" Spiderman said as he leapt into the alleyway leaping off the walls to gain extra ground. He continued to fire off shots of webbing to slow her down. Bombshell had to slow herself to detonate the attacks, less lose her footing and thus even more ground.

"Why wont you just fuck off you goddamn bastard?!" she roared while flailing her powers. Spiderman's senses were blaring like a fire alarm, everywhere he landed radiated danger mere seconds before it explode in a shower of debris.

Spiderman leapt to the ground level and immediately jumped forward, slamming into Bombshell and flooring her. The masked hero pinned her to the ground, locking her arms above her head. The girl screamed in defiance as she struggled in vain. She couldn't risk using her powers at close range lest she want to join her opponent in being blown to hell. "Get off you mother fucking shithead!" "Jesus Christ you swear way to much girl!" The female continued to struggle as Spiderman webbed her hands to the concrete. He prepared to fire off a dose of his venom-blasts but was interrupted when the woman released a blast of energy that ripped apart the concrete.

Both post-humans were sent flying back, Spiderman slamming into (and through) a brick wall, while Bombshell was thrown into a stack of garbage cans. The woman pushed through the split trash and limped out into the alleyway. She saw several pieces of bricks begin to move off a pile and quickly realized that Spiderman was recovering.

"You gotta be fucking kiddin' me!" The girl screamed in frustration as she fired off another blast. The energy collided with the remains of the wall collapsing it further upon the buried hero. Seeing her adversary subdued, Bombshell dashed down the street as best she could with her injured leg.

She could hear the police sirens behind her and knew the police were starting to recover. Bombshell raised her hand towards the alleyway and unleashed another blat of explosive energy. The attack demolished the top of the alleyway, causing debris and dust to cloud the pathway. Bombshell continued down the street before limping near an alleyway sitting across from a subway station. She leaned behind the dumpster and began to fold her coat so it looked shorter. She removed her mask and pocketed it before rolling up the leggings of her combat suit to make it look like she was a runner returning from a jog.

She limped across the street, merging into the crowd and descended into the subway.

…

Warehouse, Next Morning

Peter braced himself as MJ placed another cold icepack on his side, making him wince. "Don't be a baby, Tiger. You've taken harder hits than this." Peter groaned slightly as his girlfriend rapped some bandages around the bruised area to keep the pack in place.

"Yeah…but when I got hit I had adrenaline in my system to keep the pain off." He replied while moving his arm to allow MJ better access to wrapping the bandages. His girlfriend merely snorted in response before finishing up the bandage wrap. "How exactly did she get the drop on you?" MJ asked while moving to give her boyfriend some space.

"I didn't think she would use her powers up close like that. It was pretty reckless." "The way you talk about her makes it seem like she was a rookie." Peter nodded his head confirming her thoughts. "I have no idea what she was doing when the police attacked, and now I got no leads on where she went." MJ tossed a newspaper to Peter who caught it, although he grunted as he bent forward. "What's this?" He asked.

"A big announcement about SHIELD's new super-soldier initiative. They're doing a lot a public promotion as of lately." Peter read the article and frowned a bit. "They got all these guys and they still want me on the team?" "You make it sound like you don't want to be on their team." MJ said while sitting down at the computer and booting it up. Pete leaned back on the couch and grunted while covering his bruised ribs. "I didn't say that. It's just…I don't like people telling me who the bad guy is. There's always to sides to the same coin. Plus I hate working in the grey area." MJ smiled sympathetically at Peter and moved back to the sofa, sitting next to him.

"Think you'll be okay for school tomorrow?" She asked resting her head on Peter's shoulder. "Probably. Healing factor should be doing its job soon." Peter muttered as he leaned back trying to get some rest. MJ stretched her arm before lying down on Peter's lap. "Good night, tiger." "Mhmm…" Peter said as he closed his eyes letting sleep wash over him.

…

Triskelion, Training Room

Hawkeye watched as Kaine ripped apart the battle drones with extreme prejudice. He slammed the first robot into the ground before ripping its arms off. He slammed the robot's arms into its brothers, flooring them. Kaine shot forward wielding his makeshift weapons like a mace before smashing it into the hide of another drone. He leapt into the air pinning himself to ceiling and unleashed his stingers.

He lunged towards the remaining drones, stabbing and slashing everything that crossed his path. He stabbed his spike through the skull of one drone before firing off a slew of webbing from his wrist. He slammed his fist into one robot before summersaulting into the air, before dropping down to deliver a drop kick to the last drones skull.

Kaine landed in a crouched position, both stingers by his side. He panted lightly as he rose up from the ground. He took another look at his stingers before retracting them into his wrists. Hawkeye kept his distance, hand hovering over a throwing knife on his left side. "You calm yet, Kid?" "The name is Kaine!" the clone snarled as he glared daggers at Hawkeye.

"Alright…Kaine. Feel better?" "Not even close." He growled as he flexed his fingers. "This has been your second day in this room and you've totaled one hundred and twelve combat drones set to lethal. You really have a death wish, don't you?" Kaine picked up the punctured skull of a drone. He looked at the remains of the robot before his stinger tore through its metal plating. "Doesn't matter. If I die you can just grow a replacement." The bitter clone through down the metal skull and stormed out of the training room.

Hawkeye looked at the remains of the combat drones before holding up his wrist, outfitted with a communicator. "Barton to Fury, I think he'll do just fine." "Continue to monitor him. You'll be his handler for the time being. Don't let him do anything stupid." Hawkeye smirked at this before turning off the com-link.

….

Triskelion, Fury's Office

Nick Fury sat at his desk, looking over the files for the new combat class Heli-carriers. He smiled to himself as he looked at the schematics of SHIELD's newest weapon. "Interesting." He said before his computer screen flashed red, indicating his office doors had been breached without the alarm being triggered. Fury drew his handgun and pointed it at the door while keeping his eye trained on anything suspicious. The doors to his office opened to reveal a very pissed off Jessica Drew. "Jess?" Fury questioned, not lowering his sidearm.

"Not all boss." Fury whirled around and aimed his gun at Felicia Hardy who was sitting on his desk. "The hell are you two doing. "Getting answers." Jessica deadpanned, her voice barley restraining rage. "For what?" "Why you had me steal Spiderman's DNA to create a clone." Felicia said casually. Jessica stepped into the room, her hands sparking with green electricity. Fury lowered his gun, not looking intimidated in the least.

"Cool it kids." "Not until I get an answer Nick!" Jessica nearly screamed as she slammed her hands on the desk. Fury calmly sat down in his chair and leaned back. "We needed a failsafe in case he ever snapped." "If he snapped?! You've seen what he's done! He's a hero! He wouldn't sn—" "Have you been paying attention to current events Jess? His best friend just turned into a mutated monster that his father was responsible for, and one of his friends died a few months ago. He's a sixteen year-old kid with superpowers that has had more shit thrown in his way than most people due in their entire lives. You really think he'll last forever? You think he's so flexible that he can endure everything life can throw at him?" Jessica's eyes widened and Felicia's posture became less smug and more thoughtful as she realized what Fury was saying.

"Tell me I'm wrong Jess. Tell me your brother is so strong that he'll endure everything that can and will happen to someone like him. If you can tell me that without a doubt in your mind I'll back off. But if you think there is even a remote chance…you better think long and hard on who's right and wrong here." Jessica stared at her father figure, her mentor with a look of shear defeat. "Well soldier? What's your answer?" Fury asked, although the answer to everyone in the room was to painfully obvious.

Hope you liked this chapter. For those of you who wanted to see Kaine or Ben Reilly rejoice, I have big plans for him and Peter as well as Jessica. More villains will follow and I hope you liked the brief introduction of Bombshell to my Ultimate Marvel universe. As always reviews are welcome. And I have also decided since this is an M-rated fic, If I receive more than ten requests for a lemon scene, I will include it. Let me know with who and I will try my best to appease you.