Disclaimer: I don't own Spider-Man or any characters from its cannon. I have no connection with it at all because it is the sole property of its owner(s). I do not profit from these stories, I only do them for fun.

Author's Note: This is set after issue six of Ultimate Comics: Spider-Man. I would like reviews but please remember that this is only my second story so for or against this continuing please be civil. I welcome critics so long as they give an example of what they didn't like AND then give a tip for improvement. If all you do is say 'this sucks' or 'you have no talent' I will ban you from comments because such things are not going to help me as a writer.

SORRY: if this chapter seems a little fast paced and erratic, i may fix it later.


The Triskelion, New York Harbor

It was night time and all was quit in the world's most secure super prison. Every prisoner was present and accounted for and there hadn't been any scuffles that day. It was a good day to be a Shield agent, no fights had broken out and no one who went out on missions that day had died. Even mutant hate crimes were down since Peter's live broadcast speech earlier that week so it was a little creepy how everything was going smoothly. However the absent problems put the acting head of Shield on edge.

Carol Danvers had learned from the best and they all said the same thing: when everything is all hunky dory it can only mean that all hells about to break loose, truer words where never spoken.

In his secure cell a few stories below her sat Dr. Otto Octavius AKA Dr. Octopus. For month's he had been planning an escape and he was going to use all of his fellow Prisoners to do it. His time in prison had humbled him some, he no longer sought fame or fortune, all he wanted in life where three things, they where to escape, to disappear and to know that Peter Parker was dead.

As far as Shield knew he had no powers, they thought that he could only mentally control his mechanical arms. Last time he had been arrested Parker and his female clone that he himself had created, had both learned that he had the same powers as Magneto but apparently they had forgotten to tell Fury or Shield because his cell was still made of metal. When he saw this he wanted to escape right away but he knew that as long as Shield didn't know about his ace in the hole he could always escape, so he waited longer than he cared to and planned every thing out until he could remember all the details in his sleep. He was going to shake the very foundations of the world to its core all so he could see the death of one little boy. It amused him how revenge on one person could affect the world so drastically. Shield would have no idea what had hit them.

Octavius threw his blankets off of himself and sat up with his legs hanging over the edge of his bed. He stretched out his muscles because he needed to be fully awake to pull off what he was about to do. As far as the guards watching him on their monitors were concerned he had innocently gotten up to pee but in reality he was concentrating.

He was slowly filling up the entire floor with his magnetic powers, a little surprised that this act hadn't triggered an alarm like he had expected but this hole in security only made things easier on him so he wasn't complaining. As soon as he finished and washed his hands he snapped into action.

"Show time" he smiled

Several things happened all at once that would shape the future of the world into what it would soon become. All the doors on the floor opened at once, and the cameras went dead from an electro magnetic pulse. The prisoners where a little surprised to be woken up by an alarm in the middle of the night but as soon as they realized what was happening they all made a run for it.

"Freedom!"

"We're free"

"I just said that"

"The door where's the door, we have to get out of here before the Ultimate's show up"

As the many super powered criminals ran for the nearest exit Octavius calmly walked to a cell he knew would still house its occupant.

"Lori, oh Lori are you still in here" he called out

"I'm here dock what's going on what's happening" asked a young brown haired girl

"We're getting out of here, now come along and I will protect you"

"Thanks dock"


"What the hell is going on? Why is the alarm going off? Why are those monitor dead? Some one better answer me" shouted Carol Danvers

"All monitors on sub-basement nine are dead and sensors tell us that all the cell doors are open"

"Son of a…lock down that floor now and get everyone in full battle gear, someone call the new Ultimate's and activate project Avenger, I want every able body we got thrown at this and I don't want a single inmate to get out of this building and someone call Tinkerer I want the Slayers to help out"

"Yes Director Danvers" shouted several Shield agents who went about fulfilling her orders

"Director Danvers we can't lock down that floor nothings responding"

"Then lock down the floors above and beneath it, I don't want any of them to get out of here and some one find out who's on that floor I want to know who we're dealing with"


"Hey Wade why are we working with this mutant"

"Because we need him right now, you all are useless without your weapons so he gets us to the armory and we don't kill him but once we reach the outside it's business as usual, right freak" explained DeadPool

"Right, you weak Homo-Inferior" snapped Omega Red

"On to the armory" ordered DeadPool "I got the urge to upgrade"

The odd couple of mutant haters and their mutant defender continued on to the weapons bay of the Triskelion. They had all made it past sub-basement eight before it went into lock down and easily made it past the automated security with DeadPool and Omega Red in the lead. They moved on with little trouble, occasionally they ran into a squad of Shield agents but they where defeated by DeadPool and Omega Red and after they confiscated enough weapons for the Reavers everyone else that tried to stop them was nothing more than a speed bump.


"Where are we dock" asked Lori "I thought we where gonna bust out of here"

"In do time Lori but first we need to get us some back up, you may not have noticed but we are powerless" he lied, not wanting to let her know about his magnetism.

"Okay makes sense, so who are we getting"

"Maxwell Dillon AKA Electro"

Inside of his power dampening cell sat Octavius's target. He could hear the alarms and knew something was going on but didn't know what.

"Fury's probably balled from pulling out his hair in stress, every damn week the alarm goes off" Electro muttered to himself.

"Haven't you heard Dillon, Fury's not in charge anymore" Octavius's voice came thru an intercom.

"What do you want squid boy" asked Electro

"I want to open your cell and have you escort myself and Lori out of here if it's at all possible" he stated calmly

"Lori?" Electro wondered aloud

"Hi" answered a young brunette whose face appeared on the monitor.


"This is Dugan, we are currently in sub-basement 5 engaging DeadPool and his Reavers and, oh crap" Dugan was forced to dodge a rocket that Omega Red had fired at him from a stolen bazooka. The blast didn't hit him but the shock waves sent him across the room and knocked him out cold.

Since leaving the armory DeadPool's group had added Hammerhead, his gang members, Shocker, Vulture and Rhino to their numbers and all of them where armed or had their armor with them. Rhino had taken point and Vulture was grounded in the small hallways but whenever they came to a large room he took off and provided air support.

"I can't believe it I get locked up and only a week later I'm already getting out, can you say best day ever" Shocker shouted

"Damn strait little man. Step one cause chaos, step two bust out of here, step three kill Spider-Man oh hell yeah is it a good day to be alive" shouted DeadPool

"Did you say Spider-Man, you're not going after him are you he's got friends, now there's ten of them working together" warned Shocker

"Hell yes I'm going after him, me and my boys have got a score to settle and…hold on a second" he fired at some Shield agents killing them instantly "Ooh head shots, anyway I know that he's got help, how else could he take on all my guys at once but me and some of my prison buddy's are meeting up on the outside to go after him, you want in"

"Do I want to squash a bug…yes I do" Shocker muttered darkly. He had never set out to take lives but after all the times Spider-Man humiliated him he just didn't care anymore, for once in his life he was out for blood.

*Buzz* *Crackle* * Zap*


Octavius and his group were currently in sub-basement 15 waiting patiently. Some shield agents had found them but before they could report it in Electro killed them.

They had held their position for five minutes and released prisoners as they went, in fact every time they entered a new floor all the doors seem to open on their own and in Electro's opinion it was a little spooky. To add to his mindset every time he killed a Shield agent Lori would turn them over with her feet and look into their lifeless eyes…it was starting to creep him out.

"Hey little bit you're like five why the hell aren't you scared of the pile off bodies and…stop playing with them it's creepy" shouted Electro

Lori turned to Electro with cold eyes. Octavius could see what he meant by creepy but she was after all just a child so creepy or not she didn't scare him.

"Ever since they passed that racist law people have tried to kill me and my mother for being mutants and I've killed back to defend myself so I don't have a problem with death" she stated matter of factually

"Otto is that you" called a voice from the dark

"And that would be our back up, we're hear Elijah" called Octavius

A short man about the same age as Octavius walked out of the shadows and was accompanied by several dozen robots.

"What the hell is this" Electro's fist crackled in anger thinking this was some kind of trick

"Calm down Electro he's on our side, so Elijah did you accomplish your part" asked Octavius

"Target one is present and accounted for target two is four floors down and target three is seven floors down. I've shut off the security for all those floors but haven't let the prisoners out yet, I'll do that as we pass them and the final stage has already been prepared"

"Good, DeadPool's team should be doing their part so after we get what we're after we have to grab them" Octavius commented

"You seriously want to go after them" Elijah asked

"No but they'll make good foot solders if anything"

The Parker residence, Queens

Peter Parker had decided that if he was going to ask Jimmy to risk his life for him that he deserved to know the guy behind the mask. He had invited him to his house for a barbeque and everyone else on the team was there too. Kitty was helping Aunt May in the kitchen, Johnny and Bobby were fighting over what to watch on TV, MJ and Gwen where helping Peter set up while Jimmy looked for something to do to pass the time. It was a nice gathering and Jessica had even come over out of costume to let everyone see her face.

Jimmy had once had the same thoughts of super hero's as everyone else on the planet, they were either insane for dressing in those costumes or incredibly cool because of their lives of adventure but his time with Kitty and her friends had shattered all his old assumptions. Spider-Man was short and looked two years younger than he was and his living room was filled with awards for academic achievements.

"So the great Spider-Man is just some nerd" Jimmy asked as everyone sat down to eat

"Correction he's a nerd who's fought the Hulk one on one" Peter retorted

"That's not very impressive, I've done that" Jessica added trying to take Peter down a peg or two. He was already smart and had super powers so he didn't need a huge ego to boot.

"But did you win? Did you do it after fighting an army of demons" Peter asked

"Uh no" Jessica admitted

"Then I win" smirked Peter

"Win? Win what, were we arguing" Jessica asked very confused

Jimmy couldn't believe it. The world famous super heroes Spider-Man, Spiderwoman, the Human Torch and Iceman were in real life just a nerd, a hot brunette and a pair of idiots. It just goes to show that you should never assume that you think you know someone.

The Triskelion, Sub-Basement 22

"He's in here Otto"

"Thank you Elijah, open the door and let's get the hell out of here"

Octavius couldn't believe how smoothly his plan was going. All the prisoners he released where keeping Shield busy while DeadPool's men held their ground on level five to buy them time should Shield get past their distraction and Tinkerer had located and assembled all the pieces of Sandman. All that was left was to break out what was arguably the most powerful being on the planet and they would be free.


"What's the situation people I want good news or heads will roll" shouted Director Danvers

"We don't have any so deal with it Carol" spoke out her old partner James 'Jimmy' Woo "we've lost surveillance from level nine down and we think all the prisoners on those floors have been let out of their cells. A group consisting of DeadPool, his Reavers and several of Spider-Mans rogue's gallery are holding steady at level five and everyone else is running past them. The Ultimate's and Avengers won't be here for five and six hours respectively but the new Sentinel squad has formed a barrier around all the exits and twenty are on standby to charge in at your order. Falcon and Marh Vehl are ready to go in but I think we should hold them back till we can get more super power reinforcements to back them up"

"I just got a call from the USAF and they say that Benn Grimm's ETA is five minute's" shouted an unknown agent

'Super powered reinforcements…Parker!' thought Carol 'aw hell I can't send a bunch of kids into this…'

"The inmates have breached the perimeter and Sentinel squad 1 is engaging them now"

'…or can I? If I don't do some thing New York will turn into WW3…again'

"Director Danvers"

"WHAT!"

"Sensors indicate that prisoner 918927 has been let out of his cell and we've lost surveillance on level 5"

"Who's prisoner 918927?"


"Wade we're leaving" said Octavius

"Jesus Otto, don't sneak up on me like that and…who's this guy?"

"He's our ticket out of here" Octavius turned to prisoner 918927 "if you would help us out of here my good sir"

"Eight month's…they stole eight month's of my life" he mumbled to himself "this plan of yours better work"

The Docks, across the bay from the Triskelion

Smoke was rising from the Triskelion in several places and the sound of explosions could be heard from shore. The event had attracted a crowd of people who lined the shore to watch. Some where scared that all the super powered villains held inside would bust out but the majority were too dumb to be worried about this.

Some of the dock works and fisher men who were getting ready for the day had stopped working and joined the crowd. They had to work but they where more concerned with being ready to run at the first sign off impending doom.

On top of an abandoned building a few blocks away stood a clocked figure who watched the Triskelion smoke. He knew that where there was smoke there was fire, and a fire in a prison was bad for everyone inside and out. He stood there for a few minutes and watched the prison burn on the inside. When he could see that the fire had reached the out side of the building he knew it was time to act.

"If the prisoners get out they'll flood into the city and thousands of people will be in danger" he said to no one in particular "Looks like I'll have to intervene"

The man slapped his hands together, his left in an opened palm and his right in a closed fist and disappeared in a blinding flash of light.