MODOK comes barging in, over the Red Skull who was calmly yet eerily sitting in deep thought. The enraged manic cyborg points a finger at the leader of HYDRA.

"I told you!"he sneers."I told you before this was a horrible idea! SHIELD, has her now! And who knows what they will do."his voice boomed through out the room, making the few soldiers in there stop for a bit and look. Still, the Red Skull remained calmed as if ignoring him. Looking down at small hologram video he was playing over, something he found online. He watched the battle that went on between his daughter and Spider-Man. Only lasting just a few seconds. His callous eyes take in every ounce of information he was able to gather. He knew his daughter was putting up a fight, a one woman arm. Though she sent the "inviting"video to Spider-Man. He knew, as he had told her about her recklessness. But, still allowed her to go forth with her plan. Which he had to admit to himself, was a very well thought out. Even so, her arrogance got the better. Now, taken in by SHIELD. Not sure what but had a theory on what they might do to her. Try to revert her back, which through his own arrogance knew it was not possible. Still, he couldn't take any risk. Not at all.


Angelica watches her daughter sleep. She couldn't help but smile, which it soon faded feeling a figure over her. Turning she finds Nick, he looks at her with his usual emotionless expression, but she knew better. He looks to the sleeping Kylie, who was no doubt having a wonderful dream."You wanted to talk?"Fury ask.

Nodding her head, Angelica closes the door to her daughter's room, turning heel she walks away which Fury knew meant she wanted to talk in private. Following her, until the two of them come a secluded area on the carrier. Something was on her mind, he knew, it was worrying her despite her trying to hide it. Though he had idea on what it might be, still he let her speak. Coming to a stop, she looks to him. Though before she said anything, Fury felt the presence of another. Out of the shadows came, Black Widow. SHIELD's top agent. This surprised Fury, though not really, seeing the two had become close in some way.

"So, shall we get started?"Fury calmly ask.

Angelica nods her head. Her golden eyes became mixture of seriousness and sorrow all at once."I am of whole, compared to my daughter. Yes, I know my physiology it different in many ways. As my abilities, which..."she looks down at her hands."Which compared to my daughter, who is only half. Which comes to the part. Brother, Fury...sister Natasha. I asks as well inform you both. I can expand my abilities passed the limits, but my daughter cannot. No, for her physiology will not allow such a thing. She will be limited but also makes her easily prey for the darkness of our powers."she clenches her fist."If Kylie, surpasses her limits, she will lose everything. Her powers are an extension of herself. A girl walking two worlds, stuck in the middle, if she subcomes to her the part of power she will be swallowed up, but if she is able to resist she will perish. Her body cannot take such strain. I asks of you, both, that if anything should happen to me. Watch my child, keep her safe no matter what. I fear much will happen to her, keep her smile upon her face. Please."she pleads to the two of them.

Both agents remain quiet, Angelica waited for their reply. Fury nods his head. Placing a hand on her shoulder."...Alright."A look of relief came to Angelica, looking to Black Widow who gives her friend a smirk. Though only having been out for just three years, and still new to this world. Angelica couldn't be more grateful forming bonds with the two of them. SHIELD's non-senescence spies. Tears began to roll down her face, knowing well her daughter was in good hands.


Spider-Man, finally wakes up shooting his eyes open. Yelling out your name, looking around finding himself back on the carrier in the medical bay. Not wasting any time, he hurries and leaves. He wasn't sure where you had been taken, he just hoped Fury had a heart to not lock you up in the prison. Turning the corner quickly, almost bumping into some of the agents, but quickly avoids them. Times like this, he wished he had teleportation powers or super speed. Having an idea of where you might be, he hurries there. He wasn't sure how long you would be out after what happen. But he was sure it would be awhile, still he couldn't help but have his heart go out to you, after everything that happen, he wasn't sure how or if you remembered any of it. Which he prayed you didn't.

Only to come to a complete halt, surprised to find you not in your room at all. It was empty, only to hear a blood scream. That rang all through the halls of the carrier. Coming back from the intensive care unit in the medical bay. Quickly turning heel he hurries back.

Your blood curdle, just as your scream. Looking at Power Man and Nova, who was still out. You saw the damage on their body, images came through your mind of the beating you had inflected upon them. Legs feeling weak, giving out, the air felt so thin. Falling on all four, with agony and distraught your only comfort, guilty wasn't even close to what you felt. Your two friends, barely hanging onto their life, the life which was almost taken away by you. Hot angry tears roll down your face, broken. The weight was to much, you could hear their voices before you struck them down. So much pain flooded into you. Doing your best to hold yourself together. But that was not the case.

What kind of monster did you become in that darkness, your soul became lost in? Whatever it was, tainted you well. Seeing the damage you caused, aching in every ounce of your body. Cursing yourself to no end on what horror your eyes saw. No words could even come out, your breathing became rapid and sharp. Your arms started to tremble, they too about to give away. Just as they did.

"KYLIE!"someone catches you, and pulls you into comforting tight embrace.

Spider-Man, finally making it back to the medical bay "Ky-"he stops when his eyes land upon you, crying. Looking at Power Man and Nova, then back to you. His eyes soften remorsefully under his mask. He couldn't even imagine what it was you where going through right now. Reaching out a hand to you, but pulls it back. Already in someone else's embrace, Iron Fist held onto you, with White Tiger doing her best to conceal you. While he just stood there and watched, hearing you asks, why over and over again. He knew none of them could tell you why, he wished that he could, he wished he was the one to reach you when you found out this horrifying scene. Feeling his presence Iron Fist looks up at his friend, before he could say anything. You look too, seeing Spider-Man memories of him and you in battle start to play. Seeing the petrified and regretful look in your eyes, he tries to react to comfort you. But you pushes up out of Iron Fist grasp and fly passed him away.

"KYLIE, wait!"Spider-Man calls to you, but you didn't stop. About to run after you, only to be beaten by White Tiger and Iron Fist and stopped by Captain America, who stands in the way of the teenager.

Demanding the Avenger to move."Move, I-I have to go after her!"Spider-Man tells the Captain, but the hero did not budge at all, looking down at Spidy with sympathy.

"Calm down son."Captain tells him calmly.

"Calm?! How can I be calm, you saw how broken and distraught she was. Move."he tries to push himself passed him, only to not succeed. His anger getting the best of him, but also weakening him. Captain America was easily able to subdue him in a hold. He waited for the teen to calm down. Understand well enough what he was going through, thinking about this friend his old sidekick Bucky, who against his own will was turned into a something dark by the Red Skull. Who after breaking free did not know his place and held the sins of all he did. Though Cap, tired his best to help him he could not. He knew Spider-Man felt weak right now, watching you deal with everything that he knew he couldn't help you with at all. A road, that you had to walk down by yourself despite others being here to help you.

He knew Spider-Man was beyond angry at Red Skull, just as he was with him. The twisted, psychotic HYDRA leader turning his own flesh and blood into a living weapon of death and destruction. Destroying her, without a second thought. Knowing his enemy well, Cap knew this was plan all along. Which was a success, but he wondered was why, the Red Skull had not come to clam you. That thought pondered his mind, but right now he needed to set Spider-Man straight. Waiting for the teen to calm down, letting the young man relinquish his frustration. Letting go of the fist he held in both hands from Spider-Man, looking into his eyes.

"Easy son, easy."Cap's soothing voice seem to calm the teen."Easy..."Spider-Man looks back at Power Man and Nova, his fist tightens.

"I couldn't do anything...still."Spider-Man confesses to Cap."Nothing, after saving her. Still nothing, am I that powerless?"He questions himself, Cap inhales sharply and slowly.

"No."Cap tells him.

Spider-Man looks up at him, Cap returns his gaze with understanding eyes. Dropping his head, Cap tells him to lift it back up."Don't drop your head, this is the time they need you the most. Don't give up hope that, everything will be better. They will come around."


White Tiger knocks on the door, pleading for you to open it up. But there came no response at all, she kept trying and trying even knowing it was in vain. Still, it didn't matter how much her knuckles started to hurt, she wasn't going to leave you. She was surprised at how quickly you awoke, even Iron Fist. The two of them walked in on you discovering Power Man and Nova. Something they didn't want you to see, but it was to late, they knew you where able to remember what you did to them both. Knowing you would never hurt a fly really, to find out two of your friends both still critical sunk you more into depression. Pounding on your door instead of knocking.

White Tiger tired to get you to come out, Iron Fist remained quiet. Only to stop White Tiger from knocking, grabbing her wrist, she looks at him sharply. But it fades, she looks back at the door. You weren't coming out, not at all. Releasing his grip on her. "Sometimes its not best to, rush water." She knew what his words meant, even if she didn't want to hear them.

"Things won't be same...will they?"she looks to him, his silence was his answer. Sighing to herself, taking off her mask looking again at the door. Ever since she met you, she had come to protect you in a certain way, the two of you bonding. Your carefree spirit compared to her more tight one. Still you both manged to become the best of friends. Not wanting things to change, but knew they where, you would never be the same person she and everyone had grown to know and love. Your high spirits seem to just vanish, everything about you did. Anger filled her, but she did her best to suppress not wanting her amulet to get the better of her. But when it came to you, she did seem to mind. Her nails started to extend as they sharpen. Letting herself slip into it, until she felt Iron Fist touch her shoulder, did she snap out of it.

"Don't."he tells her, looking to the door. He felt the same way that she did, but kept his emotions more so in check despite them boiling. Thinking back when he landed his attack upon you, releasing or so he thought from the darkness, he was able to connect with you along with another. Spider-Man, using his willpower to push passed everything, the darkness surrounded your soul. Breaking through it, which he realized he just shattered and when you shattered things, they just spread out, it doesn't mean they cannot be put back together. If he had more time, he would go back in and eliminate them, but he didn't. He wasn't sure if breaking your soul was a good idea, but he and everyone else wanted to get you back. Mostly Spider-Man and himself. He like everyone else had grown to cherish you, when he first came, you where the first friendly face everyone meet on the carrier. Two sides of the same coin, as his friend Luke put it. And he could see it. He found your presence welcoming. Now, it didn't seem like anymore, looking back at White Tiger when the alarm went off summoning everyone to the front. Not wanting to go, but it was their duty and job, placing a hand on your door. He takes off with White Tiger.

Inside the room, you sat in the corner. Your head slumped low buried in your knees, your nails dug into your skin pulling on your knees tightly. So much blood you spilled out, so many innocents who's spirits you could still feel, the chaos and death you carried upon you. Your hands where tainted in nothing but blood. The taste still in your mouth, made you throw up just thinking about it. You never wanted blood to ever cross your lips. Knowing what you where, not wanting to turn into something like despite the advantages it offered you. You with all your willpower you refused to do, but your willpower was not strong enough.

Wanting to protect others not kill them, hating this part of you. You hated the blood in you that made you do such heinous act, attack others and those whom you love. Without a second thought, never did you think you could become so cold and empty. No love, no nothing. You didn't know what it was that made you so upset at everyone else. But you knew your body reacted upon it, what scared you was that you liked it. A state that scared you, you couldn't face the others for what you did. Not sure what to do, if there was a gun nearby it would be great help. Crying, as you scream into your knees. Thinking of Power Man and Nova, who thanks to you still fought for their lives. You would trade places with them in a heartbeat, hearing the alarm go off alert you but also scared you. Hearing Iron Fist and White Tiger run off to see what it was, you then remembered something of great importance. Something a plan your father had. Standing up, looking up out the window, you knew what was coming.


New York barely had time to recover from their previous attack, when a colossal shadow cast over the bright clear sky, making it seem like night had fallen upon them. The citizens look up scared, yet curios at what was. But once firing started to happen and droids where being dropped everyone ran for their lives. A HYDRA armada loomed in the sky leading it was Red Skull. Having his back up plan, knowing full well New York was still recovering from before, was the perfect time to strike, the heart of many he would strike it down with any force,and burn it to ashes. Show everyone the power he had over them. Looking down below at the insects that ran screaming. He felt like a God, which couldn't make him happier, with a wave of his hand, the next wave was deployed. Though he was well aware he had lost his daughter, at least she severed his purpose. As they say in chess, send out the pawns first.

Down below the Avengers, along with White Tiger, Iron Fist, Spider-Man, Wolverine and Doctor Strange look up. They couldn't believe this, hell seem to raining down, the screams and cries of everyone down below. Fear took over a few, but they couldn't give into it, nor their anger.

Clenching his teeth together."This low, even for Skull."Hawkeye takes out a arrow and fires it, hitting one of the droids.

"He brought a whole army."Falcon in astonishment, looks at everything. His scanners try to get some data on how to take down the large vessel that loomed high above the city.

"We've got to take that thing down."Black Widow tells everyone, she turns to the junior heroes."You three, go and takes care of the ground, we've got it up here."

There was no time to protest the choice, doing as she says, Iron Fist and White Tiger jump down and defend those on the ground. Spider-Man though had other plans, he wanted his revenge on the Skull. Refusing to move, Cap sees him. Turning around to him.

"Not today, this is not the time."he firmly tells the webhead.

"I don't care, he took something from us all. He has to pay!"Spider-Man yells back, before anyone could do anything, he jumps off using his web and shots to those coming down, jumping off them making his way to the head of HYDRA himself. Blinded by his own fury and rage. The Avengers not having the time to stop him, break up Iron Man with Captain America and Falcon take it to the HYRDA vessel.

Seeing them start to approach, which did nothing to Red Skull. He turns to MODOK. "Is it ready?"he asks calmly, the robot snickers typing in some data.

"Your daughter's powers are very interesting, and quiet easy to replicate." MODOK finishes typing, he couldn't but cackle evilly."Who knew, your daughter's powers where this destructive."

Red Skull remained quiet."She is nothing but a creation made for my purpose. Nothing but a tool, and like all tools...they have their uses before they are discarded."Even for MODOK, those words where cold and emotionless. Not an ounce of regret nor remorse was shown on the Skull's face."No-"

The door to the main room where he and the others stood, burst open, turning around he finds there Iron Man, Cap and Thor. Before he could say anything, Spider-Man comes swing furiously in, and hits his mark. Red Skull, right on the side of his mouth punching the villain back hard. Making the mad man crash into some of the controls, the agents of HYDRA quickly grab hold of their guns and open fire at the heroes to scatter just in time. But Spider-Man had other plans, charging at Red Skull he goes to strike him again, only to miss. Being quick, Skull pulls out a gun and open fires. With his quick agility, the teen dodges just in time, looking for an opening but found none.

"You! You tainted Kylie, you killed her!"Spider-Man yells at him in anger. Seeing an opening he kicks him hard in the stomach."You turned her into something she it!"Seeing another opening, punches the man in the face, sending him back hard. Filled with his own rage, he had nothing loose. Like the Hulk he charges ready to smash, the Skull's skull open.

Red Skull could see the fury from the hero, quickly dodging just as Spider-Man's fist went through the control panel. Ripping out wires. Ignoring the pain he felt, he lashed out punch after punch, kick after kick. Calmly, Skull blocks the blows. Thinking to himself, he would turn this fight around.

"Everyone, has to be broke sometime."he states to Spider-Man with a smile. Which enraged the hero more, trying to slug the madman. Who steps aside, and knees the hero hard, while at the sametime ruthlessly elbows him in the back. Spider-Man falls, but gets back up. Only to be kicked hard in the face by Skull, flying across the room. Keeping himself composed, Skull walks over to the teen. Side kicking Spider-Man before he could get back up."You seem to have great affection for my daughter."

"D-don't you call her t-that."Spider-Man stammers getting up, blocking a kick from him."She doesn't belong to you!"

"On the contrary she does. My blood, my DNA brought her to life. Without it, she would be of no use to me. I own her life. Boy!"

"You own nothing! You tainted her, and broke her spirit. Used her, that's all you did, and nothing more!"

"Is that not what tools are made for?"

Hearing those words, was enough for him. Spider-Man lunges at Red Skull who grabs hold of the boy, and flings him across hard against the window. Cracking it. Dusting himself off, Red Skull turns around surprised by a punch to the face, from Cap. Stumbling Red grabs his jaw, looking menacing at his enemy.

"You're not going anywhere, Skull."

A sly smirk comes across the Skull's face, which made the Captain worry. Wiping away the small bit of blood in the corner of his mouth."I might not be...but."he presses something and next thing the whole vessel started to shake.

Hearing the sound of something charging, Cap looks to Skull."What did you just do?!"he demands.

"..."All Skull did was just laugh, seeing he wasn't going to say. Cap goes and hits him again this time knocking him out. The charging sound was still heard, turning to Iron Man looking for answers.

"Tony! What is that?"Cap looks to the man.

His mask comes up, Tony was worried about something, something that was good."I can't believe this, I would be amazed if I wasn't scared which rarely happens."

"What's going on?"Cap comes over to him, holding Spider-Man.

"These readings are off the chart. Skull built some sort of energy beam, but it's no regular one."Iron man pauses."No, it's not an energy beam...it's s like some sort of flash a death flash. He complied the photons into some sort of dark energy so when it goes off...this whole vessel...it's going to take New York and everyone else in it."

"Is there anyway to shut it down?"Falcon frantically asks.

Iron Man tries to do something."I can try to-arghhh" he gets shocked backed."Well, I am impressed."He smirks, but fades knowing this was not the time. Hearing a clicking sound, the charging had stopped.

"...That doesn't sound good."Cap looks around, the vessel started to tremble just a bit. When a huge booming sound emitted from the vessel followed by an intense flash of light.

Down below everyone hears what sounded like a sonic boom. Looking up as the wave of dark purple energy came down.

"What is that?"White Tiger felt her skin crawl. Something wasn't right. Looking to Iron Fist she could see he sensed something amiss.

"We have to move now!"he yells.

A second energy wave from vessel. White Tiger does as her teammate says, running for it, the first wave hits and she just barely makes it in time, at the sametime she gets a call on the communicator from Fury, the message he told her stunned the heroine. Stopping she turns around and looks up to the sky, looking harder, she sees you. Infront of the energy wave that was coming.

"KYLIE!"her screams alert Iron Fist and the other Avengers down there. They look and see you levitating high above the city."What are you doing!"

Iron Fist quickly presses his com, to reach Spider-Man. Whom he gets a hold of. Back in the vessel, coming to it, from Iron Fist frantic panic. Hearing your name along with what Iron Fist saw, Spider-Man snaps up. Getting out of Cap's hold on him, he wiggles away, and races to the window, pounding his fist upon the glass. Screaming your name, the others hurry over to him, and see you ready to intercept the wave.

"What is she doing!"Captain slams his fist on the glass."KYLIE! Don't do it!"he pounds on it, but you couldn't hear them.

Levitating in mid air, your heart was racing. As the wave was getting closer, you couldn't handle anymore blood on your hands. You just couldn't sensing your father coming and knowing why he was here in the city, you had to stop it. So many innocent lives would die from you alone, and you just could not let that stand. Mustering up the bit of courage you had in you, with the little bit of power you had. Trying to calm yourself, spreading your arms open wide. Reaching down inside, you wanted to be the ultimate you, and you would make sure you used it to protect everyone. This was your way to make amends. Connecting your mind to everyone which was a strain on you, but you didn't care, broadcasting yourself across the city projecting a Astral image of yourself. Some where terrified, you smile at them all sadly.

"People of New York City, I am sorry for everything that has been done to you. I will take the sins that have been cast upon me. Thank you all for the wonderful times and memories that you have provided me. Your lives are precious, this is your home. And must be protected, I will protect you all. Do not be afraid, and to my friends...know this. You have made my life wonderful. More than you can imagine. Become Ultimate, the best all of you can."Connecting personally to Iron Fist, White Tiger, Fury, the Avengers and lastly Spider-Man. You tell them each something.

Spider-Man pounds his fist more he refused to allow you to do this. Down below, Thor flew towards you, to try and stop you. But when he tried, something blocked him. Like some invisible field, he slugs his hammer, but it did no damage. Feeling it, he realized what it was.

"This shield...it is not of psychic nature...it is her life force. Her life energy."he tells everyone sadly.

"She'll die!"White Tiger gasp, looking back to you, tears filled her eyes. Iron Fist watched as well, he takes off his mask. Opening his mouth and screams your name. Everyone does, but you just block them all out your glowing eyes open, as the energy came closer, your own energy surrounding you, you expanded it out massively to cover all of New York. It was strain on your body, never had you done this before. You remembered what your mother had said about your, about your powers, you trailed after her, when she talked to Fury and Widow. Scared, knowing you would miss out on so much, just now starting to have a life, memories of your time in high school with MJ and Harry along with the others. Those where some good ones, you smiled to yourself knowing they would have much more memories to make. Your time on the team, it was stressful at times, but it was family. Which you wouldn't trade in for the world. Time with your uncle and the Avengers having grown up with them, your life flashing in your mind. And finally your mother, you see her smiling at you, with her hand out, reaching out to it. An accepting smile on your face, the wave hits you, hits you hard. It was powerful, doing your best to hold it back, you scream in pain. Everyone saw the flash and heard your painful screams. But you kept yourself together, not going to let it pass. Pushing it back with all your might, you felt yourself weakening, but that didn't stop you. Tapping into something deep inside, which explodes from you, you scream pushing back. A bright light engulfs the sky, causing everyone to cover their eyes. It lasted for a few seconds, and then, it was gone. Looking back to where you were.

Everyone gasps, when they see you still there but, critically injured, you fall fast out of the sky. Plummeting fast, like a asteroid. Thor touches the air, but does not feel your shield, he waste no time and flies straight to you, while Hulk jumps to catch you. But they both miss you, and you hit the ground hard, creating a huge crater in the ground. White Tiger and Iron Fist with their mask back on hurry over to you. People surrounded you and gasp at the horrific sight. You were not moving. Reaching you, White Tiger slides down into the crater to you, Iron was not to far behind. She picks you up very carefully. Hesitantly calling your name, but received no response. She tries again, but still nothing. Cradling you in her arms. As she weeps.