I held up my slightly modified suit in front of the mirror.

I mean, it would work but oh god the design… it was okay but it was something I would need to get used to. At least it was only for the short-term. Iron Man, aka Tony Stark, aka a really rich person, had given me a new costume that didn't have tears and generally didn't look like it had come out of the garbage, where it had been run over by a herd of elephants and then cats played with it. It had been dusty, dirty and ripped up so I was more than glad that I had one to replace it.

At some point in my adventure, the web lines had started coming out and stopped matching up smoothly. There had been more rips than I had gotten in the entirety of my career as a superhero, which wasn't too surprising considering that I had been wearing it non-stop for nearly a month through action-packed fights and terrain. Really I was just glad it had held together for so long.

The biggest and main difference was that it was made out of some fancy material that supposedly could block a bullet from ten meters away, yet still remained flexible enough for me to comfortably bend. Great update, very useful if I was overwhelmed.

I shook my head, focusing. There was an invasion of my clones out there and I had to get going right now. To help. Be useful. Punch some people. Yep.

In a minute I had everything on but my mask and web shooters. I stood in front of the mirror, studying what differences I could on me. I flexed my muscles and… it was as easy to do as it was in my last costume, no change in that. Wait a minute... I was skinnier than I used to. Damn, my muscles were smaller than before.

Right, focus. I grabbed a small section of my suit and tried to rip a small section. Nothing happened.

I smiled. This suit was awesome! I would have an edge on my clones because Hydra would use as little material as they could or at the very least some cheap very tearable material. At least, I think that's what Hydra would do. I wasn't the expert. But mass producing disposable clones you wouldn't be worried about how protective their suits were. Probably.

Oh, and my suit was blue. That really was the main difference besides how durable it should now be. Where it was normally red it was a sky blue and my spider symbols were a darker blue. I also had a strip of blue around my left thigh and ankle. It was all so they wouldn't accidentally hurt me as they took down my clones. Pretty genius really.

I grabbed my web shooters, which had already gotten refills courtesy of Tony Stark, and put them on with a satisfying click. My mask went on and then I closed my eyes, taking a deep breath.

Okay, here we go.

I walked out of the mini changing room and hurried to the nearest elevator. I was surprised to see no one around as I made my way over. I guess it made sense, everyone was busy taking orders, giving orders and taking down clones.

Iron Man had said to go all the way to the top. From there he would let me web on to his armour and we could quickly get across the water. Sounded good enough to me, so I had agreed.

I pressed the button for the elevator, impatiently waiting for the elevator to come down to my level. When the doors finally opened I stepped inside and rapidly mashed the top floor button. C'mon! I had a pretty cool chance to prove that I'm a hero! Time is of the essence! Why wasn't the elevator quicker?

Soft, very unsuitable music for what was going on just across the water filtered through some speakers and I threw my head back and let out the longest groan I could. This was not how I imagined becoming an official-not-official member of the Ultimates to be. I thought there would be cool planes, awesome gear (okay so the new outfit with the better material was great especially for the amount of time Tony had to make it… still though) and flashy battles. Instead, I was listening to classical music in a slow elevator.

Finally after what seemed like an eternity, but what was probably only forty seconds, the elevator dinged and I jogged out as quickly as I could without seeming too impatient or something. As if I hadn't been complaining moments ago.

Tony Stark was staring over New York and I curiously looked over his shoulder. I could see tiny shapes buzzing around the skyscrapers and immediately knew they were my clones. Oh, brother, there were a lot of them. This would be so much fun. Not.

I cleared my throat to get Tony's attention and he turned around. "There you are."

He threw something at me and I caught it. I turned it over, confused. It was the size of a pea, probably even smaller. "Um, what's this?"

"Communicator, so you can talk to the rest of the team in case you need backup. Or if you can't talk, or it gets smashed, it can still track you." He said, getting into his armour. It closed and locked in place in something like five seconds. I was jealous, I wish putting on the spider-suit was so easy.

"Thanks!" I said, rolling up my mask just enough for me to put it snuggly in my ear and then I quickly put it back down. This was better than anything I've had before, I don't get back up very often and being able to go 'I'm in out of my depth and I think I might die' was very useful. "Okay, I'm ready."

Iron Man propellers turned on and he hovered a few meters in the air. I wanted to grovel about how I already was short, I was still growing thank you very much, and he didn't need to prove it. I kept my lips sealed, I didn't want to seem like a whiny kid.

"Let's go underoos, those clones won't go down by themselves." He said, his armour making his voice tinny but it didn't hide the snark and amusement. I latched a web on to Iron Man's feet and braced myself for liftoff.

I gave a thumbs up and Iron Man immediately shot over the water. I yelped in surprise, tightening my grip on the web. I did not plan on taking a dip in the Hudson, which would be humiliating in so many ways.

Like, Iron Man will laugh, the rest of the Ultimates will be informed and also laugh, my clones will make fun of me (I would too… so that's how I know) and J Jonah Jameson would absolutely love that. The cover of the news tomorrow would be something like 'Menace takes a dip while invasion happens' or 'Iron Man fights off Spider-man!' Actually no, everything is going to be about how I'm doing evil and I had hired people to help me. No, no, it would be about how I had purposely made all these clones and was trying to take over New York.

New York came closer and closer. I could see my clones buzzing around like annoying mosquitos, everywhere and just asking for a good old slap. Multiple times. With my fist.

I narrowed my sights on one clone. They were swinging through the air and I would be upon them in… five seconds. I aimed myself and when I was ten meters or so away from them I let go of the web and shot through the air towards them

They only had time to turn around in mid-air (spider-sense, duh) before I kicked them square in the guts. I heard them wheeze and they began plummeting towards the ground. I then grabbed them by their costume and thwiped a web. We swung up into the air as they tried to get a purchase against my arm. I swung up onto a rooftop and threw them down before covering them in multiple layers of web.

"There we go. So, clone, could you stay out of the fight now?" I asked in a chipper voice that was obviously fake.

"Um, yeah, yeah that sounds pretty good." They said, with their limited room, nodding their head.

I turned around to swing into the fight, then I paused, frowned, and turned to my clone. "No protest? You have my strength, why aren't you just ripping out of the webs?"

They turned their head, "Do you know how boring it is to cause destruction with no purpose? I was this close to hitting another clone. This close! This gives me an excuse to stay out of it."

I blinked a few times. "What?"

"We're clones, and I know the real one hated having to use stuff in their surroundings to get the upper hand when they're fighting bad guys. So if we're them, why would we be any different? Like I've only gone for streetlights and stuff."

"Oh, uh, okay?"

"We were cloned to destroy stuff, so..."

"I'm not a clone…" I said, squaring my shoulders just a little.

"Whoa! Is that why your costumes different? I thought you were some weird upgraded version of us or a higher ranking clone. Or something, I donna know, it seemed weird you were asking all these questions when you should have known the answers."

"Yeah, the Ultimates gave me this costume so they wouldn't accidentally kill me."

"The Ultimates? Aw man, I wish I wasn't a clone!" They groaned throwing their head back as far as they could. I would be the same if I wasn't… me? The original? Confusing. Anyway, I still felt sorry for… them. I'll just call my clones 'them.' They weren't me, they were… separate entities. So them.

"Well, anyway, you stay there. I'm going to fight some more of them. You all good?" I asked, shuffling my feet. This was weird. I wanted out. Punching a few clones would help.

"Yeah, yeah." They said, shrugging as much as they could.

I lingered a few moments before thwipping a web and jumping off the side of the building. Okay, where was another clone? I looked up, thinking they might be there and saw several swinging around. I grumbled to myself before thwipping a web several buildings in front of them and tugging hard.

I climbed high up into the air and aimed to knock the closest one out of the air. They turned in the air and I realised that I had forgotten about the good ol' spider-sense. You know, the one that had kept me alive for this long? The first clone I faced had it, the clone just a few minutes ago had had it, so why wouldn't all the rest?

Thankfully for me and unluckily for them, I was too close for them to get out of the way. I punched them hard and while they were dazed I kicked them into the side of a building and webbed them there.

All the other clones turned around to see what all the commotion was.

"Why did you do that?"

"We're supposed to cause chaos, not punch each other!"

"Why is your uniform blue?"

I stuck myself to the next building along. The clones did too, mostly out of curiosity I assumed.

"I have a few things to say. One, not a clone, real deal, I've met the Ultimates, in blue so I don't look the rest of you and the Ultimates don't kill me. Two, Hydra is bad, why aren't you rebelling? Three... uh, hi."

It went deathly quiet. Or as quiet as it could be in New York while an invasion was taking place. I could hear something being smashed an avenue over.

"Seriously?" One whispered. I nodded.

"Huh. So, what happened after they got your blood?" One piped up.

"Lots of things. I escaped, got to Washington, Hydra attacked me and I got away and today I got on a train to New York and then all of you attacked." I said, holding down an annoyed whine. "Can we get to the part where all of you regret whatever you've destroyed and we fight together and stop the other clones?"

"But, Hydra, they'll kill us if we don't obey them." The one to my right said.

"Do you really believe they planted explosives or something in all of you? Or that they're watching every single clone to see what you're doing?" I asked, crossing my arms.

They looked at each other. I saw a few small nods pass between them before they finally turned to me.

"Rebellion it is." The one closest to me said.

"I want to join too!" I heard a quiet shout, and I assumed it was the clone I had just webbed up. I muffled a chuckle into my hand.

One gave a small salute and swung over to where they laid to help free the clone.

"What's our plan of attack?" The clone to my right piped up. I decided to call that one Bob.

"Well, I'm going in punching but if you guys want you can convince other clones to join our rebellion?" I offered.

They all nodded. I noticed the clone I had webbed up first had joined us. I was going to call that one Allen.

"Oh, rip off your Hydra badges. We don't want to accidentally hurt each other." I said, gesturing to the symbols on their suits. That was done fairly quickly. The assumption about cheap material confirmed.

"I think the only ones that won't join us are those really savage ones. You know, the newer version of clones?" Allen piped up.

"Oh yeah, those ones. They freak me out, and they're like the height of an eight-year-old." The clone straight in front of me said. I decided to call that one Noah.

"We're the height of twelve-year-olds." The one to the side of Noah said, folding his arms. He was now going to be called Mark.

"And Miles, the actual Miles," the one beside Allen said, seemingly forgetting that I was right there, "is thirteen…? Fourteen? Wait, what's the date." The question went unanswered when I interrupted the conversation.

"Instead of talking, we should probably get going," I said. Then I remembered I wasn't on my own and I should probably inform the Ultimates not to murder my new friends. "Actually, give me one moment, I need to call the Ultimates and let them know about you guys."

I pressed a hand to my ear where I knew my communicator was. "Spider-man here, I've made some clone friends so please don't kill them. They've ripped off there Hydra symbols if that helps."

"Copy that," I recognised Captain America say.

"And there are these smaller deadlier clones that have no emotions or something."

"Good job, kid," Tony said. I smiled.

I turned to the others, "You ready to kick butt?"

"Yeah!"

"Are you ready to try not to die?!"

"Yeah!"

"Let's go!" I said, backflipping into the air just because I could (and to prove I was the far superior Spider-man) before thwipping a web. I travelled through the air, hearing the sounds of whooping and yelling following from behind.

I found it so much easier from there to take down clones. We would scout out some and web them up or pin them down while we convinced them to join our side. I was thankful that we hadn't come across any of the deadlier clones yet. I wasn't sure if I was ready to handle them quite yet. From what the clones had told me they were a bit faster and had no emotions so they would try and kill me, and or knock me out and take me to Hydra.

Eventually one of the newly reformed clones mentioned that there was a teleporter where the majority of the clones were coming from. My group of thirty to forty clones followed hot on my heels as we swung towards the sight of the teleporter. This would be interesting.

There were a group of clones almost as big as ours guarding the teleporter. I braced myself as I realised that I had finally come across some tiny clones.

No time to hesitate, and no time like the present. I lead the charge and targeted the clone closest to me.

I sent a web-line that attached to their chest and pulled hard. The clone had prepared itself for that and had stuck to the ground, but I used that to my advantage as I used the momentum from using them as a pole to kick it in the face. It staggered and I used that moment to pin it to the ground with one arm and cocoon it in a very thick layer of webbing in the other. They struggled but they couldn't move an inch.

I turned around and saw fights breaking out everywhere. I couldn't tell which side was winning, so I didn't bother to figure it out. I swerved around fighting clones while I raced towards the teleporter. I had to shut it down, otherwise, we could be overwhelmed and killed. Or maybe they would just capture me and use me for more experiments. I shuddered just thinking about it.

I reached the teleporter just as a clone appeared out of it. I roundhouse kicked it in the face and it fell to the ground. Unfortunately, it recovered quickly. It got back up and swung at me. I ducked down, out of the way of the punch aimed at my face, but it had used that to its advantage and elbowed my back. Hard. I fell to the ground and it jumped on me, grabbing my arm and twisting it into a lock.

I mentally cursed myself, this clone was half my size! How wasn't I beating it?! Then I realised there was something I could do. I used a good portion of my strength and flexibility to kick it square in the back. It went flying over my head and knocked into a clone that was on my side. That clone seemed to be on my side cause they began to fight it.

I scrambled up and went back to looking at the teleporter. It looked like a tank, except the barrel was bent in the middle where clones popped out. It also didn't seem to have any way to get inside it, so I figured that the controls were probably somewhere on the outside. I ran to the other side where I found a flap. I yanked it open and immediately realised that I was out of my depth in this compartment. There wasn't a clear off button and I couldn't for the life of me figure out which button does what. I decided against smashing anything, because who knew how stable it was? It could be a ticking time bomb for all I knew. That would be bad for everyone.

I pressed the button on my communicator, "Iron Man? I kind of need your expertise. They have portals they're using to get the clones into New York and I have the… switches and buttons in front of me but I can't figure out heads or tails of it."

"Don't break anything, kid. They're highly unstable and are already ticking time bombs." Knew it. "Don't do anything till I get there." His tinny voice replied. I closed my eyes and sighed, I had a bad feeling in my gut, but my spider-sense wasn't yet going off about the teleporter. Just as I thought that my spider-sense went off and I whirled around just as a clone tried to kick me into the teleporter, maybe hoping to knock me out. I flipped over the leg and before I had landed again I tried to kick i. It grabbed my leg and threw me to the ground a few meters away.

I groaned. Fighting clones was beyond annoying. It was frustrating and humiliating. I got back up and went in for a punch, which of course it dodged, and at that moment I sent them flying with a quick kick to the guts. They went flying backwards. Before I could try and restrain them another clone from behind me tried to kick me. I stepped out of the way, and then grabbed them by their suit and punched them. They groaned, and I used their moment of weakness to throw them to the ground. They latched on to my costume at the last second and only succeeded in tearing a small part of. I webbed them up tight.

At least I could ask S.H.I.E.L.D for another costume after this was over.

I stood back up, brushing myself off. I was surprised all I had received so far was a few cuts and bruises. It either said I was getting better or these clones weren't very good at fighting. I couldn't tell if the last one was an insult to myself or not.

I looked around for the clone I had been fighting but they were no longer on the ground. I then surveyed the overall fight and was happy to discover that it looked like my clones were getting the upper-hand. Some were even tag-teaming to fight off one clone. That was good. Amazing, even.

Puns, oh how puns made everything better.

I heard a loud metallic bang from just behind me. I flinched, looking up to see a clone laying on top of the teleporter, groaning in pain. I realised they were one of my own. In the few seconds I had to decide whether or not to help them a clone from above slammed into their stomach causing another bang. I winced in sympathy and I was about to run up and help but as soon as I took a step forward my spider-sense shot a warning through my system. I looked at the teleporter and saw that the controller was fizzing and sparking.

Oh no.

This was bad, really, really, bad.

I shot a web at both clones and before they could react I had yanked them away from the teleporter. No Miles left behind!

"Get away from the teleporter!" I yelled, backing up myself, "It's going to blow!"

I watched fights stop mid-punch, as both parties scrambled to get away. I myself began to back away faster, trying to figure out how to reduce possible collateral damage.

My spider-sense flared again, but this time it wasn't from the teleporter going haywire. I turned around, but only ended up with a face full of fist. I stumbled back, dazed. My spider-sense went off again and I ducked the blow. Only to get kicked hard enough to fly back and bang my head against the side of the teleporter.

My vision swirled as I tried to stand. My spider-sense was increasing at a steady but alarming rate. The machine was whining behind me. All the other clones were a good hundred or so meters away, too far for their webs to pull me to safety in time.

'I'm going to die,' I realised, even as I struggled to get up and run away.

There was a loud boom and I was thrown to the ground, sealing my fate. Red swirled all around my vision and I couldn't tell if there was a fire or just blood causing that because of how blurry my vision was. I felt myself going numb, from the pain I presumed. I tried to get on to my elbows to at least try and crawl away, but I didn't have the strength to as my vision went black and I fell unconscious.