Disclaimer: I don't own Marvel


Ultimate Aeon Origins: Reboot

Chapter 8: Project Aeon

Frank Castle knew that the world he lived in was a strange one. So it came as no surprise that a nuclear blast had been stopped and some red dust put everyone in a good mood. What was the surprise was what Frank and his partner found when they were called to a break in at a clothing store. It had been closed for the night but the silent alarm had been triggered. He and his partner entered through the back, trailing their pistols and flash lights through the darkness. They heard only rustling coming from the changing rooms, someone changing into clothes.

"Whew, thank god, finally something that fits, I need to work out more," a voice said from behind the curtain.

The curtain was suddenly thrown aside and Frank narrowed his eyes in confusion. He could've sworn he had seen the thief before, his red hair and grey eyes were certainly unique features. The young man had put on a pair of grey cargo trousers, black boots and a grey shirt with short red sleeves.

"Wow, this is awkward," the man said sheepishly. "Thank god you didn't arrive earlier huh?"

Frank reached for his cuffs, but the young man struck first. He punched Frank across the face, knocking him into a row of shirts. His partner tried to hit the thief with the handle of his gun, but was elbowed in the face. The thief pushed Frank's partner on top of him, tugging the cuffs off of his belt. He linked their hands together and then gave them both quick jabs for good measure.

"Really sorry about this," the young man said as he ran the other way.

On his way out, the thief grabbed a pair of gloves and a belt with utility pockets on it. He took a blanket and wrapped it over his body, just before jumping through the window. The people still outside were shocked to see the man crash through the glass. When he dropped the blanket they slowly kept their distance, noting the glowing marks across his skin. His eyes immediately focused on a motorcycle left at the nearby bar.

"I really hope whoever owns this won't be angry with me," he muttered.

Johnny and Roxanne Blaze were both shocked when they got out of the bar, and saw their ride speeding off.


Savage Land

Erik stood in his lab, alone in the physical sense. Since the day his best friend died in his arms, Erik had been haunted by the fear that his current path insulted his friends memory. Today he received his answer in the form of a snow of red. The anomaly in New York was witnessed world-wide, even as far as the Savage Land. Certain individuals had experienced flashes of memories they knew weren't theirs. But deep within their souls they felt a familiarity with the images they saw. Scott had been avoiding Lorna ever since, Erik had no idea what his protégé saw, but he hoped his and Lorna's love would endure. Some like Dazzler took their new memories in good humour, she had joked so many times about her 'punk rock/gothic' phase. Erik however had faced the knowledge that in no matter what world he occupied, he would always choose a bloody path.

"I know I have disappointed you old friend, but ghosts no longer have to struggle," he said.

"You truly think the dead are better off than the living?" his old friend's voice echoed in his mind.

"Perhaps Charles, the dead don't have any concerns," he shrugged his shoulders.

"And what is your concern now? Whether or not you have done the right thing, or whether your plan will actually succeed?"

"My plan will not fail, I have sacrificed too much already," Erik snarled.

"Hope Erik, it's what I've always looked for in you, right now we need you to hope again if we are going to save everyone," Charles explained.

"Everyone? Are they deserving of that?" the master of magnetism asked.

"Just because people stumble and fall, doesn't mean they are lost forever!"

The words echoed through Erik's mind, and lingered still when he put his helmet on. He floated towards the ceiling, folding it out so he could fly outside. Upon reaching the surface, hundreds of the flyers of his people were already taking to the skies. Archangel, Angel and Guardian were already ushering the flyers into the shelters. Worthington with his angelic wings, Salvadore with her fly wings and Morgan with his gold metallic wings, all three were the best and most experienced flyers in Magneto's army. Salvadore had to part with her children and Derek with his brother and sister in law. Warren however stood alone as he always had, his family had abandoned him. He did however look towards Dazzler on the ground, and she towards him.

"Father," Magneto turned towards his daughter as she flew up.

"Polaris, you should be preparing the little ones for teleportation," he said.

"Gateway will be fine on his own, I know you're trying to keep me out of the fighting, but I want to do this," Polaris explained.

"No, you stay with the others protecting the teleporters and the children, if I fail you will be the final defence," Magneto said.

"Then why isn't Cyclops going to stay with me?" Lorna asked. "If I truly am the last resort then why am I not taking my lover with me?"

"We need Cyclops on the field, he's one of our best fighters and tacticians," he retorted.

"What is coming towards Earth father? Why are you in such a hurry to get everyone to safety?"

"Something worse than the Ultimates, please Lorna, go back to the others, keep them safe, succeed if I fail," Magneto flew closer to his daughter and tilted her chin up. "Know my daughter that I have always been proud of you," he wiped a tear from her eye and flew up to the spire of the fortress.

He raised his hands, straining as if lifting a heavy object. It was partly right, only they were beyond heavy to anyone who couldn't control metal. The areas already evacuated began to crumble, the Utopia many had worked hard to build fell apart as Magneto summoned the second layer of defence. In case Iceman failed, land and air invaders would face the gigantic metal monsters that Magneto had created, the two Living Monoliths. Their dome shaped heads and massive bulky red armour had earned them the names 'the unstoppable Juggernauts'.

"MY PEOPLE!" Magneto yelled.

The fighters looked up at their leader and messiah figure. To them, Magneto was the unifier of the mutant race and their saviour, both individually and as a race. There wasn't a person in the army who hadn't been saved by Magneto and his vision for the world. Piotr Rasputin had been a former weapons dealer, an occupation the Mafia had forced him to take on. But Magneto found him, gave him and his family a new home and a cause to fight for. Wearing a black sleeveless suit, with armoured padding, Colossus stood ready to defend his new home and buy time for his people. Alongside him stood, clad in a black suit, with numerous zips and yellow straps on the chest was Roberto DoCosta, his exposed right arm revealed a burn from an Ultimate's laser cannon. It served as the eternal reminder that humans had tried to kill him.

"For too long we have suffered under the watchful and hateful gaze of the Ultimates. Their leader, a man whom many once considered a hero is determined to wipe us off the face of the Earth. Not because of the tragedy he suffered, or simple ignorance, but because he fears and hates the future. The people we protect, mutant, Inhuman, savage and baseline human alike is the future, because they will refuse to accept the world that Rogers has given them."

James Proudstar nodded in agreement of Magneto's speech. The native American boy's own brother had served the Ultimates once, only to be betrayed by his supposed comrades. James wore war paint around his eyes in honour of his heritage and bore the name and daggers of the Thunderbird proudly. Beside him, a pink skinned girl created a portal for several civilians to join the other refugees. She looked up at Magneto in awe, Clarice Ferguson had been saved by the worst of Magneto's men. Sabretooth had been like a father to her, and she was proud to consider the name she had given him her true name, Blink. Magneto had the habit of taking even the worst kind of men and moulding them into heroes. Bishop was one of those men, formerly a violent prisoner, Bishop was one of the most heroic men Blink knew. He wore a red scarf over the top of his black uniform. The blaster he carried was linked to his nervous system, allowing him to fire energy he absorbed.

"My contact within the Ultimates has told me that Rogers will soon be approaching, with an army the likes of which hasn't been seen before. Except for ours, we are the most powerful beings on the planet, we did not ask for these gifts, we did not ask for the power. But over time we have learnt to use this gifts for a better future, a future of freedom and dignity, no matter the cost, no matter the sacrifice. Those men are soldiers fighting for a paycheque, bastards fighting for their hatred, psychopaths for their inhibitions. You all fight for your home and the future of your loved ones."

Marian Carlyle stood with the other young mutants ready to protect their home, wearing a plain white suit. Her fellow fighters included Sasquatch, Sunfire, Detonator, Magma, Strong Guy, Micromax, Psylocke dressed in purple telekinetic samurai armour, the spider hybrid Orb Weaver, Geldoff and Shola Inkose. She accessed the abilities of all the mutants she had absorbed over the years. Her skin changed to a metal material as claws extended from her knuckles. Her eyes glowed red and a butterfly aura shined around her eyes. Rogue looked up towards Micromax as the young man grew to his full height. A man whose body was made entirely of ice suddenly materialised before the army, his right arm was gone and water was dripping off of his body.

"Iceman," Rogue gasped.

"They're coming, they burned right through my defences," Robert Drake said.

"What are they bringing?" Colossus asked.

"Everything they've got," Bobby said.

The people of the Savage land looked up at the objects in the sky. They were coming closer and closer towards the ground. Orb Weaver narrowed his eight eyes at an object above him.

"ALL OF YOU GET OUT OF THERE!" Archangel yelled.

A giant man suddenly landed on top of Orb Weaver, squashing him underneath his foot. He was soon followed by hulking men with goblin faces and horns. More giant men landed in the jungle, squashing some of Ka-Zar's warriors. Magneto looked towards the mountains and focused his powers of the mass of machines coming towards the citadel. But they were not metal, and that alone made Magneto panic.

"Idiot, why would I send a force of metal robots against a man who can control metal?" Rogers asked as he and Danvers walked towards the edge of their drop ship.

Rogers dressed in a hybrid version of his world war 2 and modern day costumes, a blue military uniform with red gloves, grey body armour and a helmet that doubled as his mask. He activated his energy shield and walked to the edge of the drop ship.

"The Ultron Sentinel program, their bodies are made of a reinforced plastic, their tactics adapt to the enemy in front of them. They cannot be stopped, neither will my purge of all those who are not worthy of living in my new world!"

He jumped off of the drop ship, leading a contingent of Ultron drones modified with Sentinel tech, soldiers using Falcon wings and the enhanced goblin troops.


Ben stood outside of the Daily Bugle, waiting for the source of that light. He hadn't even bothered to go into the building to find out if the resistance really was there. The plans of Stark and the other heroes mattered little to him. Likewise Spider-man stood on the rooftop, contemplating his own visions. He understood the importance of Sven Reilly, the importance of his power. It went beyond simply merging with super powered beings, it was control of the foundation of reality itself. Aaron was no scientist, and he hadn't found god even when his family died. But he knew the makings of a miracle when he saw it, and he knew when to have faith. His instincts told him to put his faith in Sven Reilly.

Inside the Bugle, several men were not contemplating the great event they had witnessed but rather how to move forward. Ben Grimm, the only survivor of the Negative Zone incident stood alongside hero and villain alike. This group, bought together by Howard Stark represented some of the best and most powerful beings on the planet. They also however represented some of the worst, the likes of Taskmaster, the Cat and Bombshell, mercenaries and thieves respectively. Even Bullseye Barton wasn't completely clean. Howard stood wearing his most superior armour to date, less bulky than his other armours and made from unstable molecules, reinforced by a silver space age alloy that wasn't magnetic. It was the perfect weapon to be used against a master of magnetism. But the armour wasn't designed to fight against Magneto, it was an insurance policy in case the deal with Magneto went south but Iron man's true enemy today would be the man who pushed the world to the brink.

"I've gathered you all here because you stand as the few heroes ready to stand against the corrupt system, you all come from many walks of life, from the streets, the ranks of mutants and human and the lab altered super soldiers, some of you are complete accidents, whom we are fortunate to have with us," Howard gestured to Grimm in thanks.

"Maybe we could cut to the chase Mr Stark, my spider sense has been ringing none stop since that light appeared in the sky," Spider-girl said.

"I believe that is because you have already begun to sense what is slowly approaching our planet, what Stark tech satellites detected entering our solar system. An object of incredible size, feeding on every planet it passes, we're running out of time, we are the only thing that stands between the eradication of every living thing on the planet," Howard explained.

"What exactly are we dealing with Stark?" Barton asked.

Howard pushed several buttons at the console, bringing up a holographic display of the solar system. He pointed at the object surrounded by meteors, the ship that was making its way to Earth.

"So far, whatever this thing is its destroyed seventy life bearing worlds, including species we have encountered before like the Kree and the Chitauri, but I believe our young friend here knows more," Howard and the eyes of everyone else in the room suddenly turned to Rick Jones.

"All right kid, tells us what the hell is going on," Taskmaster snarled.

"Ease up, he's been chased for the past few days," Magician said.

"I am Groot!"

"He's right, we really need to know what's going to happen," Molly said.

"THIS IS COMPLETELY INSANE!" Rick yelled.

The heroes looked at him in confusion as he leant against the wall, running his hand through his wet hair.

"I just got away from Galactus, I just helped save my world from him and now he's coming back, to feast on a world that I know isn't mine, but this damn Watcher keeps telling me it is. You want answers, I want answers too...WHAT THE HELL HAPPENED TO MY WORLD!" the boy screamed.

Karen put a hand to her chin as she looked at Rick. She suddenly grabbed the sides of his head and reached into his mind. Immediately she screamed in horror at the images she saw. She saw a man she despised, Cyclops, executing the man he considered his father Magneto. Yet she suddenly felt an intense love for him, even more intense than her feelings for Magician. Her hair was its natural red colour again and she was kissing Cyclops, both of them dressed in a strange black and yellow uniform. Then she felt great sorrow, the kind that dominated her for the rest of her life. She buried a man who was her teacher, buried her lover and other friends and spent the next few years running from the law, trying to help others but failing miserably. Eventually she had become so bitter and miserable that she eventually stopped caring about helping humanity.

"Oh god, so much pain," Karen stumbled away from Rick, falling into Magician's arms.

"What's wrong Karen what did you see?" Magician asked.

"I saw...agony," the woman whispered.

"I think you're on the right track Karen, look into his mind again, this time focus on his pain," Howard advised.

"No, she almost had a seizure Stark, I'm not going to risk my girlfriend again," Magician said.

"I am Groot!"

"That's an excellent point, Doop agrees too," Molly said.

"Okay, what the hell is the stick saying?" Barton asked.

"That it's a decision Karen should make," Molly said.

"I'm okay everyone, I want to try again, this time with your permission Rick," Karen said.

"If it helps you all understand what's at stake better, then go ahead," Rick sighed, crossing his legs as Karen touched his head again.

She closed her eyes and when she opened them again they had begun to glow with an orange light. Rick's own body suddenly turned into yellow energy and a Phoenix symbol briefly glowed around Karen's right eye. Then she was pulled into the cosmos, a representation of Rick's mind. Memories passed her by, of a regular boy living a dull life in worship of the heroes. She saw posters of Spider-man, Captain America and a group similar to Existence, yet they gave off a warm feeling of hope. Then she saw it, the bright light that came down from the sky, that struck Rick and put him into a coma. When he awoke from that coma everything had changed, and it all started with a stone pillar, a stone pillar with a glowing red eye.

"Thank you for waking me, avatar of the Phoenix!"

The heroes looked at Rick and Karen in shock, both had just spoke in a voice that wasn't theirs.

"Okay, this shit just got weirder," Barton muttered.

"I am Groot!"

"What language Groot?" Molly asked.


The bike he 'commandeered' was good, he had to hand it to Blaze the man must have spent as much time tinkering with his ride as he did riding his girlfriend. His amused smirk faded as he reached Queens and saw again the destruction that had spread from one house to another. The people however weren't just mourning for the dead, but helping agent and mutant alike to recover. Even the S.H.I.E.L.D. agents themselves seemed to have abandoned their hunt. Agent May used to be a cold woman, likewise Agent 'Mack' Mackenzie used to hate super humans, now both were assisting in the evacuation of Queens. Their 'conversion' filled him with a sense of hope that anyone could be reached. He continued riding the bike until he came to Ben Parker's house. There, Marrow was working on hotwiring a car. Already he could feel the determination pouring off of her. She was helping human and mutant alike, helping them climb onto the pickup truck she had taken.

Despite not fighting, or using her powers, she was still being a hero. Anyone who chose to help was a hero in his or her own right, and it reminded him that one didn't have to be a fighter. Simply having the bravery and kindness to do the right thing, even when the whole world was against you could make anyone a hero. Seeing normal people begin to help each other made him believe in hope again. So he didn't exchange an invitation to Marrow, she was right where she needed to be. Revving the engine a little more, he drove away. Sarah watched the man leave and smiled for what felt like the first time in her life.


The battle between mutantkind and the super soldiers had begun. Explosions rocked the once beautiful landscape of the savage land, laser blasts had decorated the sky. Magneto raised his arms as metal objects flew around him. They formed a suit of armour around his body and projectile weapons he could use. His cloak flapped behind him as he flew headfirst into the horde of soldiers. Metal spikes flew through their suits, and magnetic blasts overloaded their electrical equipment.

"COME ON!" Rogers yelled as he landed.

He already began to clash with Colossus. The metal giant slammed his fist into the shield. Rogers then struck back, striking Piotr's chin so hard that it left a mark. Above him, Danvers and the squad of falcons rained down energy blasts and gunfire respectively. Blink created a portal, redirecting Danvers's energy attacks into an Ultron-Sentinel. The sentinels began swarming the other mutant fighters. Thunderbird slashed one apart with his blades and Sunspot melted two with a blast of fire.

"BLINK!" Bishop yelled.

She immediately opened a portal, like a window that gave Bishop a vantage point to hit the falcons. Bishop fired one blast after another, disintegrating some men and blowing apart the flight packs of others. Troops landed via parachute and began firing energy blasts at Ka-Zar's surviving people. He and Zabu ran into the fight. The tiger sunk his teeth into necks whilst his master impaled others on spears. Ka-Zar threw his spear through the neck of a soldier and then drew his knives. He jumped on top of a soldier, stabbing him multiple times in the chest before burying a blade in his neck. Four more soldiers ran in front of him, hitting him from either side with energy blasts from their rifles. The man's steaming skeleton clattered to the floor and Storm looked towards what had once been her lover in horror. She let out a scream, creating vortexes that swallowed drop ships, bolts that impaled giant men and hail stones that battered soldiers.

"DON'T BACK DOWN PEOPLE! HIT THEM WITH EVERYTHING!" Cyclops yelled.

His optic blasts threw waves of sentinels back, and his men were beside him every step of the way. Blob grabbed and squashed the heads of sentinels and threw rocks into the giant-men. Avalanche created vibrations inside the skulls of the giant-men, blowing their heads apart and bringing them down on top of their own allies. She focused her power on a Goblin soldier who stampeded towards her. His ears bled but he kept on charging towards her. Pyro burnt a giant man until he fell and looked towards Avalanche.

"DAISY RUN!" he screamed.

The goblin bashed her in the side, sending her flying into the fortress wall.

"NO!" Pyro yelled, unleashing his rage on the soldier.

The creature laughed as he marched towards Pyro. Suddenly, a blast of ice hit him in the back. Iceman flew a flurry of ice spikes through the hearts and faces of the ultimates soldiers. Preparing another blast, Iceman looked up at a giant man and smirked. His grin was a precursor to his gravest attack, a blast of 'snowflakes' that infected the victim's body. The giant man's eyes turned white as his skin began to freeze. Iceman himself disappeared, and used the water within his victims body to regenerate, turning himself into a giant Iceman.

"Oh my god," one of the giant men muttered.

Iceman immediately stabbed that man in the chest and ripped his heart out. He fired ice blasts into the ground, trapping soldiers and sentinel drones. Unfortunately he also trapped some of his own team mates, cutting them off from one another. Blink created a portal that Cyclops and Pyro ran through. Bishop fired into the portal, destroying two sentinels that tried to follow. He turned and fired into another portal, giving Sunspot and Thunderbird cover to escape. Cyclops hit him in the back, recharging his powers. Rogue was already in the air, ripping through soldiers as if they were nothing. Danvers slammed into her like a rocket, knocking through the barriers of the fortress.

"They're already inside we need to provide back up," Cyclops said.

Blink nodded her head and created a portal. Cyclops rushed through the portal and fired a blast into Carol's chest. The woman smirked as her suit absorbed the energy and charged her powers. Rogue suddenly punched her across the face, sending her flying out of the fortress.

"Scott, we'll join you," Polaris said as she and a few more mutants joined the fray.

"Don't bother Lorna, just keep them safe," Cyclops said as he kissed his lover.

He jumped out of the fortress and into a portal Blink created. Immediately appearing in the midst of battle, Cyclops fired and cut through several troops that tried to gang up on Blob. He noticed movement over by the rocks and immediately ducked for cover. Rock spikes burst out of the ground, impaling several sentinels. Avalanche emerged from the rubble, her helmet having broken apart but her gauntlets still intact. She released a shockwave, knocking Rogers away from Colossus.

"Coordinate fire on the ice giant, incendiary rounds as was planned," Rogers said over his radio.

The soldiers adjusted the settings on their blasters and began firing blasts up at Iceman. Bobby stumbled backwards as falcons flew around him, hitting him with incendiaries. Storm created a rainstorm that healed Iceman's wounds and enabled him to shoot at the drop ships.

"Deploy the thunder squadron, Thors, change the weather to something a little dryer," Rogers said.

The doors of another drop ship opened and soldiers wearing the Thor harness flew out. Some carried hammers, others carried swords. But a whole squad of them concentrating on one weather pattern made Storm's presence redundant. She watched in horror as the lightning was turned on her lover's people. Fire and lightning hit Iceman, melting some of his skin. He desperately fired blasts at the Ultimates in a futile attempt to take as many down with him as he could. Three Thors fired their 'godblasts' into his chest, completely eradicating his heart. The Brotherhood watched in horror as their chief protector slammed into the fortress, causing a portion of it to fall apart.

"General, we have a way in," Danvers said.

"Good, squads sixteen and ten converge on my location and follow me," General smirked as he knocked Colossus to the ground.

He had one more child of Magneto to cross off of his list.


The heroes of Earth all looked at Karen and Rick with bewildered and shocked expressions. Some were outright afraid of what the Watcher, through their friends was telling them. It told them of Galactus, of his ascension to their reality and his merger with the organism Gah Lak Tus. Then it showed them the brutality of his feeding frenzy, how he decimated worlds like Korbon, Sakaar, Galador and Spartax, despite the efforts of their natives, some more powerful super heroes than everyone in the room.

"My god, and we're next on the list?" Cat asked.

"I'm afraid so, it took everything the people of my reality, or rather what this reality used to be to stop him," Rick said.

"How did they stop him?" Howard asked.

"They used a portal to the Negative zone, a portal to a dimension with anti-matter, their plan had been to starve Galactus, but Galactus is a tenacious foe. One could describe him as immortal, even part of the universe, he will not stop. But I believe his escape from the N-zone became possible when this reality was changed, the event that put him in the N-Zone was erased but his ascension to your world wasn't, thus his rampage began again," the Watcher explained through Karen's mouth.

"And the only means to travel to the Negative zone is under the control of General Rogers," Howard sighed.

"Exactly, and he's got his heralds for extra backup," Hawk-Owl said.

"And in that world the heroes were united, it's going to be even tougher," Grimm said.

"But not all hope is lost, the means to ultimately save this reality lies with project Aeon. A place several people are being drawn to, one of whom is not here yet."

"We don't have time to wait for someone, if they aren't coming it's their problem," Magician said.

"That's a little harsh Elliot, we should be taking every advantage we can get," Hawk-owl said.

"Except waiting for one more person to arrive is nuts!"

"It's not just one more person," a voice spoke from the shadows.

Spider-man emerged with his mask off and his eyes narrowed.

"You wanted a break in expert, here I am, I'm drawn to that place too," Aaron said as he walked into the middle of the group.

"Excellent, we can get started," Howard said.

"No we can't Stark there are two more people we need to wait for, one's waiting for the other outside."

"You can't possibly be talking about that old man," Howard looked at the former thief sceptically.

But Aaron kept on waiting, ignoring the complaints of the Stark.

"Hurry up Reilly," he muttered underneath his breath.

"No, we don't have time to waste," Howard said.

"Tough, the terms of my service are two more people so deal with it," Aaron retorted.

"We are talking about the end of our world you selfish fool."

"We're talking about a lot more than that Stark!"

"What do you mean?" Barton asked.

"This heist, operation, mission, whatever you want to call it, it won't succeed no matter what we do without me, the kid and the two people we are waiting for. Unless you're so arrogant to believe your plan is all we need Stark then go ahead to project Aeon, but I'm not leaving without the real heroes," Spider-man explained, putting on his mask and narrowing his eyes at Stark.

Stark turned away in frustration and slammed his fists into the table.

"Fine, we leave without you then, Jones, get us to wherever Project Aeon is," Howard commanded.

"I'm sorry sir, but I agree with..Spider-man, this isn't going to work without at least one of the people he's suggesting," Rick said.

"The Watcher is pounding that message into my head, but we can't delay as you said, we need to go now, Magician can take us there," Karen explained.

"I am Groot!"

"Groot is right, we can't leave, we need to wait for that guy Spider-man suggests," Molly said.

"To hell with that, I'm with you Stark," Barton said.

"Ditto," Taskmaster muttered.

"There's no way for us to accurately predict when Galactus will be here, we can't afford to waste time on this," Hawkowl said.

"I'm the only safe cracker you'll need," Cat grinned.

"I'm really sorry guys but this is all too big, I'd rather be helping everyone in Queens," Spider-girl said.

"Likewise, or at least everyone across the city, but from what we know its people all over the world who will need help right?" Grimm asked.

"Yeah, if we're not ready I'm not going," Bombshell said.

Iron Fist nodded his head in agreement, causing Magician to throw his arms up in frustration.

"Oh come on, we're only going to get one shot at this, why waste our time on little things like 'hope' I'd prefer to get results, to shape the world with my own hands and not wait around for someone else to do it for me," Magician explained as he opened a portal.

Those whom had agreed with Stark leapt through the portal, leaving the younger heroes and Spider-man and Grimm behind.

"Are you sure about this Spidey?" Spider-girl asked.

"Completely, and don't call me Spidey!"


Ben began to think that hope would arrive at the last minute. It was a cliché, but it was one that had been fulfilled when the motorcycle came rolling up. The rider removed his helmet and grinned.

"Sven," Ben smiled as he approached the young man.

"I'm sorry, I just needed to check in on Sarah and the others, you should've seen her Ben, she's taking your lessons to heart," Sven explained.

"With great power comes great responsibility, today Sven it's you who has taught me those words, there's not a lot I can do to help but please let me come with you. Let me see with my own eyes the rebirth of my wife and nephew," Ben explained, grasping Sven's shoulder with hope.

"Don't worry Ben, I wouldn't leave you behind AAAGH!"

Sven suddenly fell to the floor, gripping his head as the red markings across his body glowed.

"Sven, what's happening?" Ben asked.

"My memories, they're still changing, realigning with this time line, pretty soon I'll forget everyone who ever existed, my girlfriend, your nephew, I'm starting to become part of this world now and once I am...there will be no getting that old world back," Sven explained.

"Then come on, everyone else is inside, " Ben said as he folded Sven's arm over his shoulder.

They were some of the few to actually walk back into the Daily Bugle. Agent May put out the broadcast that all civilians were to go into the subway network. The last stand of the planet was about to begin. Jonah Jameson remained at his computer, typing up the story to send to Robbie once he reached shelter. The man had an expression that disturbed some people. He was completely happy because he had found clarity of purpose. Jonah pointed to the clock behind his desk without turning away from his work. Ben turned the dial, opening the hidden door and revealing the elevator. He said no farewell to the two men as they took it downwards.

"Spider-man, Spider-man, does whatever a spider can, spins a web, any size, catches crooks just like flies...spectacular, spectacular Spider-man, spectacular...Spider-man, Spider-maaan," Sven's markings were already beginning to glow brighter, and his sanity took some slips as well. "Personally I prefered the X-men tune from the nineties, god that was iconic," he proceeded to hum a catchy tune, causing Ben to hum along.

Both shook the distraction out of their minds as they entered the rebel base.

"Good you're both here, hurry we don't have much time, kid get us to Wakanda NOW!" Spider-man yelled.

Rick created a portal, sucking the whole group into it. They landed in the grass and dirt of a jungle and as Sven looked up the location became clear to him. Project Aeon was located in the ruins of Wakanda, the Necropolis. Spider-girl rubbed her hair as she got up, coming face to face with a man with half his face burnt off. MJ screamed as she backed away, Bombshell covered Molly's eyes and clutched her own mouth in disgust.

"Oh my god, what happened?" Rick asked.

"These are the Black Panthers, the last remnants of the kingdom's armed forces," Grimm said, looking at the bodies of the fallen warriors with pity.

"Stark isn't as in the right as he's portraying," a voice said from a nearby tree.

The heroes looked towards the tree and MJ gasped in horror. Hawk-Owl was leaning against the tree with a scorch mark on his chest and arrows stabbed through his knee caps. Sven knelt by his side and clicked the side of his cowl. The cowl began to fold apart, revealing the pale and weakened face of a boy fifteen years old.

"Woody," Rick identified the boy.

"Yeah, Rogers found out who Jack was, so he came up to his mansion and told him to fall in line. Jack got me away and went to give the general his answer..."

"Try not to talk, you may be bleeding internally," Ben said, kneeling down to grasp the boy's hand.

"When I braved coming back, Jack was already dead, Rogers broke his damn neck. I didn't want Jack's memory to die, so I made a costume to make me look like him...pretty sad right?"

"No, you were very brave Woody, you disagreed with Stark when it mattered. Which way did they go?" Sven asked.

Woody weakly raised his hand, pointing a finger at the forest ahead of them. A blade had been used to cut some of the trees, so it was an easy path to follow. As soon as Sven turned to thank him however the boy closed his eyes and dropped his hand. Molly hugged her Doop doll as she cried and Spider-man turned away.

"A kid, a god damn kid, Stark knew who Hawk-Owl was under the mask, he's a dead man Reilly," Aaron took aggressive strides into the forest.

"We're not just going to leave him like this are we?" Molly asked.

"The best we can do for him is avenge him," Spider-man said.

"Be at peace young hero, your sacrifice will not be in vain," Shang-Chi bought his hands together and bowed.

"I'll bury him as best I can, he shouldn't become food for some wild animal," Ben said.

He looked at the mask of Hawk-Owl and nodded to Sven to leave. Ben picked the mask up and raised his head with a determined gaze.

"With great power, comes great responsibility," he muttered.

Sven and his group continued moving, coming to the doorway to the facility. The trees had been cleared away by fire and the doors had been left open. For a moment, Sven wondered if Stark was arrogant enough to believe he wouldn't be followed. But then he reconsidered, clearly the man was arrogant. It was strange that Aaron was a much better man than a Stark, a much better person than his original self as well. Finally Sven's feet touched the white floor and his mind felt clarity for a moment. This place was where he was meant to be. His markings glowed again and he raised his arms.

"STARK!" Spider-man's yells tore him away from his reflection.

He and the others gasped as Spider-man ran towards Iron man. Howard fired a repulsor blast, hitting Aaron in the chest and throwing him into Iron Fist's arms. Sven ran into their way and took a blast to the chest. Much to his and everyone else's surprise however the energy seeped into the marks glowing across his skin.

"Fascinating," a voice said behind Stark's group.

Howard turned, moving aside just enough for the other late arrivals to see who was within the glass prison.

"I've been waiting a long time Sven Reilly, for a moment I was disappointed it was Stark here who found me, then I saw who was underneath the armour and I was even more disappointed...the early death of his son fails to turn Howard Stark into a better man, if anything it made him worse as a person," the man within the cell explained.

Sven clutched his head for a moment, looking at the blonde haired man. A flash in his eyes made him blink, and each time he blinked he saw a different person in the man's face. No, it was the same person but a different suit. He saw a pink robe with white furs and a baggy pink mask, then a tighter version of the suit and mask. Again Sven blinked and saw a blue and silver costume with an American flag styled cloak, then it changed into a black suit with the pink mask over his face.

"Who are you?" Sven asked as the man's form returned to normal.

"It's no surprise you don't know, other than as an alias of Loki I don't really exist in your world," the man bowed his head, still looking at the heroes as he smirked. "On my world Earth 616 I was known as Baron Zemo, but please call me Helmut!"

Next Chapter 9: Heroes rising


That's it, Cap's greatest enemy is the world's greatest hope, find out how as Helmut and over new heroes rise next chapter

Some statements on the looks, Sunspot, Bishop, Blink ETC, they all have their looks from the movie Days of Future Past, thought it would be a good reference. The battle between mutants and the Ultimates takes a brief pause as Deathblade and his group return.