"I can't believe I'm stuck handling these tests," Bruce Banner seethed as he walked through a parched desert.

"You know the drill sir," one of his assistants said as they walked through the testing facility, "S.H.E.I.L.D. suffered a major setback after we lost the Captain America project. So, being the head scientist for the agency, you are needed here to test the newest nuclear device we have in production."

"I just wish that that stupid law made by that phony Carter wasn't still in place," Bruce sighed, "Now we can only make nuclear weapons that have less than the bomb at Nagasaki, and that was the weaker of the bombs."

The two walked over to the machine, and began to inspect it. Suddenly, they heard a horn booming from the major building only a few meters away from the device. Quickly, most of the soldiers and scientists ran to the bunker.

"Dr. Banner," the assistant said as he heard the horn, "shouldn't we go to the bunker, the test is about to begin."

"You go ahead," Banner waved his assistant off, "There are a few minor problems with the circuitry. Those idiots probably just threw it out here without even preparing it for the conditions. So uncivilized."

The assistant ran to the bunker, where Colonel Fury was waiting. His one eye widened as he looked out at Doctor working on the machine, which, being over a football field away, was more than a ten second run for the poor doctor. He turned to the poor assistant, glaring at him like he was the doctor himself.

"Why is that idiot boss of yours doing out there?" Fury asked.

"He said he needed to make a few adjustments," the assistant said honestly.

"Doesn't that idiot know that the bomb is on a timer, does he?" Fury asked, causing the assistant to shake his head slowly.

"Sir," one well built soldier near him said, "If you want, I can drag that egghead in here."

"Thank you Corporal Grimm," Fury saluted the younger man, who ran out into the testing field. He ran over to Doctor Banner, who was continuing to work on the machine. All the while the soldier was mumbling about his inability to understand how someone with a PhD could possibly lack common sense.

"Hey Doc," Ben Grimm shouted at Banner, "I need ya to come with me. The bomb is about to go off."

"Just a few more seconds," Banner droned as he twisted another wire into place. Ben began to tap his foot quickly, really wanting to get back to the bunker. Finally, after he had placed the last wire into position, Banner closed the lid of the device, and pressed a few buttons.

"There," the scientist said, "Now the entire bomb will go off without any problems. And the bomb won't be going off for fifteen minutes according to the timer I have…oh crap!"

"What's wrong?"

"The timer does not appear to be working," Bruce seethed, "The actual measure before the bomb goes off says we are closer than the actual timer does," he pointed to a large circle on the machine, with an outer ring in far brighter red than the rest of the circle. Suddenly, another ring appeared inside the smaller ring, decreasing the dark part even more.

"That is not good I take it," Ben said with apprehensiveness, as yet another red ring cut into the dark part of the circle.

"Not good," Bruce said, while quickly getting up and sprinting for the bunker, "If we don't back to the bunker, than were both dead!"

"Oh shit!" Ben quickly ran behind Banner, though he quickly over took the scientist. Grimm lifted the scientist into his arm, and continued to run at a quickened pace to the bunker. Just as the reached the bunker, the heard a large beep, and saw the entire circle as a bright red blurb.

"Get in there," Grimm shouted, opening the lead door, and throwing Banner into the bunker. Just as he was about to go in also, he heard the explosion behind him. Suddenly, he felt a burning sensation on his back, and before long, he felt several rocks smash into his back, sending him flying into the bunker. Luckily, the force of the explosion caused the door to be shut behind him, so the majority of the explosion had no effect on the occupants of the bunker.

After the explosion is over, Fury walks up to Grimm and Banner, and notices both are out cold.

"Get these men to the S.H.I.E.L.D. infirmary, stat!" Fury shouted, as the soldiers began to scramble and pick up the two casualties. Fury glared out at the testing area, noticing what little destruction actually occurred from the bomb.

"Man, I should not have signed up for this job," Fury seethed as he sat down, grimacing over the setbacks that he had endured over his short tenure.


"I can't believe that S.H.I.E.L.D wouldn't tell us about this," Captain America said as he finished his bowl of cereal. He had just read the story of the nuclear accident, and it had distracted him away from his toast and eggs.

"What did you expect," Flash pointed out as he finished his twelfth bowl of Sugar Munch Bombs, "After you humiliated them in the court room, they probably decided that you lost all rights to know what was going on in the agency."

"Cap is right though," Green Lantern said, drinking his cup of black coffee, "It should have been announced to the media a few days before so they could spread the necessary warnings about nuclear safety. This Nick Fury is getting a little too secretive for my liking."

"You are over exaggerating the problem," Clark offered, enjoying his own cup of chocolate milk, "The government does have the right to test these things if they need to. Besides, there were no fatalities, and the bomb caused no drastic harm to the environment, I say we leave this alone."

"Whatever you say, Superman," GL agreed reluctantly, "But I would still feel better if we had someone investigate S.H.I.E.L.D. and what it is doing."

"On it," Batman said as he walked out of the room. The others stared at each other in shock.

"Did anyone else notice Batman was sitting in the room?" Cap asked his fellow heroes, who all shook their heads.

"HOW DOES HE DO THAT!" The Flash asked, waving his arms dramatically.


"So, is there any news about our patients?" Fury asked a doctor as they walked through the main base of S.H.E.I.L.D. It had only been three days since the accident, and they were waiting for the two victims to recover.

"Dr. Banner appears to have been only mildly affected by the radiation," the doctor said, looking over his clipboard, "He appears to have suffered no more than if he had spent a few minutes behind an X-ray with no lead covering. The most he has to worry about is the possibility of cancer in a few years, but that is the risk you take when working with nuclear weapons. Heck, I probably have more radiation poisoning than this guy."

"Good," Fury nodded as he puffed a small amount of smoke from his cigar, "What about Corporal Grimm?"

"I wish I could say the same for him," the doctor sighed, sitting down on one of the many chairs in the room, "He got his with a lot more radiation than Banner did. In fact, I believe that Banner probably owes his life to this guy. He wasn't very strong to begin with, and Grimm took over half the radiation."

"But that isn't the worst part," the doctor continued, "Several rocks thrown up by the explosion were imbedded in the Corporal's back. This meant that many of the elements in those rocks began to meld with his cells. It's like he has now become one big walking periodic table."

"So what does that mean?" Fury asked.

"We're not sure yet," the doctor admitted, "But we're running tests on him, and we should know by tomorrow."

"Good," Fury was getting up, when he heard his watch beep. He stared at the watch, as a small red light lit up on it.

"This is Doctor Pym speaking," a voice came on through the radio, "Are you able to talk Colonel Fury?"

"Yes," Fury answered.

"Project Ultimates is online."

Fury's eye widened considerably. He had assigned Dr. Pym to the Ultimates project more or less to keep the man out of his hair in a dead end project. At best, he thought project would be ready in three years.

"You can't be serious," Fury finally said.

"Oh, I assure you I am," Pym answered, "Come down to the lab, Janet will brief you."


"I can assure you Colonel Fury," Janet Pym said as they walked down into the lower levels of the base, "We have completed the first team of Ultimates, I am certain you will find them more than capable of dealing with the Justice League."

"It better be," Fury growled.

Then the large metal door in front of them creaked, and suddenly with several fumes came from the opening. The two entered the large room, where Pym stood with another young woman.

"Ah, Fury," Pym smirked, "charmed as always."

"Alright," the one-eyed man seethed, "Skip the pleasantries, and get to the project."

"Ah yes," Pym walked over to the young woman, who was red-headed and wore a tight black body suit, "This is Agent Romanov, codename Black Widow."

"So this is my Avenger," Fury grabbed Pym by the jacket, "You call me down here to look at a woman!"

"Sir," Widow saluted with a Russian accent, "I have been trained for a decade in special ops for a decade, and I think you will find me more skilled than an average woman."

"And she is not the only member I have gained," Henry smirked, pressing a button on his watch. Suddenly from the floor emerged a green man with a red face. He floated in the air, before turning to the Colonel.

"Greetings," the creature said in a computerized voice, "I am Vision."

"Like him," Pym smiled as he saw the shocked look on Fury's face, "I built him myself. He is capable of Mach II, can phase through solid objects, and he has the mind of a super computer."

"Not bad," Fury admitted, "What else ya got?" He had failed to notice a being sticking to the ceiling behind him. Suddenly, he heard a light tap, and turned to see a young woman with a red and yellow costume, a mask with large white eye coverings, and long black hair standing behind him.

"Hello Colonel Fury," she smiled honestly, "My name is Jessica Drew, codename Spider-Woman."

"She can't shoot any webs," Pym admitted, "But I think acid and super human reflexes makes up for it. I'm just glad she volunteered for that serum. Without her, that fifty million would have gone to waste."

"Fifty Million!"

"Moving right along," Pym continued, "We have a hero I am sure you recognize," a tall, well built metallic man walked into the room, "Captain Atom."

"Ah," Fury smiled at seeing the old soldier, "good to see you Allen."

"Good to be back with the military sir," Atom said with a strong voice.

"And last but defiantly not least," a man in a large, black, metal suit, similarly shaped to the Iron Man armor, flew in from a level of the upper base. He suddenly touched down, and Fury noted the large Gatling gun on the man's shoulder. The armor, now on the ground, turned to the Colonel, and saluted him.

"We have War Machine, aka," the suit's front visor peeled away, revealing an African-American, "Lt. Colonel of the US Air Force, James Rhodes."

"Not bad," Fury actually began to smile, "Not bad at all. Telling the press that we have five meta-humans might be just what we need to save face."

"You mean seven," Janet said, before she began to grow smaller. At the same time, Henry grew far larger. Fury looked at the two in shock, before he finally nodded.

"Well it looks like you earned yourself a pay raise," Fury laughed, "What are your codenames?"

The two Pyms looked at one another.

"Goliath and Pixie."


"So doc," Ben Grimm coughed as he pulled himself up from the medical bay mattress, "When the heck do I get out of here?"

Ben Grimm had been stuck in the medical bay for five days now, though he had only been awake for about two of them. They hadn't allowed him to leave the bed, even to go and eat. All he could do was sit in his bed and read magazines, and of course these were ones talking about how the Patriots were going to be the next perfect team and beat the New York Giants easily in the Super Bowl.

"Very soon," the doctor smiled as he pulled up a large screen, "We just have to give you an x-ray, to see if any additional damage was done to your bones. We actually didn't give you one yet because we were worried it would give you an overdose of radiation."

"No problem doc," Grimm said, smiling as he got up and got behind the huge screen, "I need to get back to the barracks soon. Those idiots may think I'm just trying to sleep in and not have to go through any work."

"Well let's just turn this on," the doctor began to press some buttons on a large monitor. The machine began to emit a churning sound, and suddenly, the x-ray lit up. Ben simply sat for a while, as the machine continued to take more and more pictures. After a moment, however, he began to feel a strange tingling.

"Hey doc!" he shouted, as he began to scratch himself, "Could you check me out again, this thing may be given me a rash!"

"I highly doubt that," the doctor chuckled, "But I think I have taken enough pictures," he said, as he turned off the machine, and then moving to the screen, "So let's just move this thing, and…Oh god!"

The doctor was horrified to see large cracks covering Grimm's skin. Not only did they appear as large gaping fissures in his skin, but the color of the skin was pure red. The corporal noticed the doctor's shocked face, and looked in the nearest mirror.

"What the hell happened to me!" he screamed.


"He apparently had molded with the rocks that had been kicked up by the explosion," a doctor explained to Colonel Fury, "Then the x-ray must have accelerated the process. He keeps on becoming larger and more stone like. If he doesn't become stable soon, than we won't be able to keep him here much longer."

"How come this always seems to happen to me?" Fury asked himself in agitation. He looked into the room, where Ben Grimm was writhing in pain. Already he had doubled in mass, and the bed he was being held on was creaking from the weight.

"I think we should try and get Dr. Banner to look at him," the doctor theorized, "He is the best man we have when it comes to radiation and nuclear affects."

"Alright," Fury sighed, "But tell that idiot if he messes up again, he's gonna be kicked out on the curb."

"Right."


"We have some new information on S.H.E.I.L.D.," Batman began, as he passed a folder to each of the members of the Justice League. The all were sitting at one large round table, and were waiting for what Batman had come up with during the past few days.

"From what I have gathered," The Bat began, "The organization is more or less a top secret military group for the U.S. government, thought they are technically not part of the Pentagon. They have been granted most new funds for development of new defense projects."

"Shouldn't that be the mission of the main three braches of the military?" Green Lantern asked; only to get a nod from Batman.

"They actually function as part of the Department of Homeland Security," Bruce continued, "President Obama moved most of the funds from NASA and the other branches of the military into that organization. Apparently, he thought it would be better for his image to keep any of the U.S.'s military developments a secret from the U.N. He didn't want to make himself seem unreasonable when someone suggested that the world completely disarm all nuclear missiles."

Everyone turned and stared at Superman, who slapped his forehead. "Never going to let that go, huh?" he asked the darker hero, who had the tiniest traces of a smirk on his face.

"Nope," he said, before turning back to the folder, "any way, we have reason to believe that the organization is currently hiding something after that blooper of a nuclear experiment last week."

"Who should we send?" Wonder Woman asked, "S.H.I.E.L.D. would consider it a threat to their power if we all went at once. We need to handle this by sending in those of us who will cause the least problems, and have the least personal enemies in the government."

"Fine," Batman admitted, "Iron Man, go with J'onn and Hawkgirl and try to find out what they are hiding."

"That sounds fine," Hawkgirl agreed, before continuing, "But why us?"

"Because," Batman explained, "Iron Man has yet to make anyone in the government angry, you are able to be angry enough to get some answers, and J'onn is there to reign you back in if you get to aggressive."

Batman then pressed a button on the desk, and suddenly a chart appeared, "There has also been a disturbance with a submarine only a few minutes ago. Green Lantern, Wonder Woman, Superman, and Thor, I will have you go and deal with that."

"That leaves me," the dark hero continued, "Spider-Man, Cap, and Flash will stay here and respond to any danger that appears from your missions."

"So in other words," Iron Man began, "While most of us are off doing missions, you are here, sitting on your butt."

Batman calmly pressed a button on his utility belt, which caused Iron Man's rockets to light up again, and send him barreling into the ceiling. The others calmly began to leave, as Iron Man again fell back to the ground in a heap.

"Maybe I should stop insulting him," Iron Man guessed, as J'onn calmly picked him up and carried him to the nearest javelin.


The javelin carrying Iron Man, J'onn, and Hawkgirl slowly landed next to the main building of S.H.I.E.L.D. headquarters, touching down on the earth and emitting steam as the main door opened. As the heroes stepped down, they were met by Fury and two dozen heavily armored soldiers.

"What do you want?" the colonel asked, glaring at the meta-humans.

"We're here to investigate some of your more recent activities," J'onn explained, "You have been cited for a nuclear accident, and we feel that the Justice League should investigate what went wrong."

"Fine," the colonel spat, "But you will see that there is nothing-"

"Colonel Fury sir!" Dr. Banner shouted as he ran outside of the building, "I have just managed to stabilize Corporal Grimm."

"Why would a corporal need stabilizing?" Iron Man asked, as he and the other heroes pushed pass the uptight colonel.

"Take us to him now," Hawkgirl declared, grabbing the scientist by the coat, "We might just get to see what the colonel's definition of fine is."

Fury was in a...well, he was in a fury. As they walked up the stairs, he glared daggers into the back of the scientist. His job would only get harder now.


"Wh-what's going-g on? What ha-happened to me-e?"

Ben Grimm, or at least the creature that at one time had been Ben Grimm, was bawling his eyes out. He no longer looked like the man he once was. He looked like a man maid of cracked clay. He was at least eight feet tall, and from what the doctors said, weighed a quarter of a ton.

"You can still cry," one doctor offered, "That means you still are somewhat human."

"I'll show you somewhat human!" Ben shouted, grabbing the doctor by the coat, and tossing him to the wall. Quickly, noticing the fear in the doctor's face, Ben restrained himself, and just returned his view to the ground in sadness.

"As you can see," Dr. Banner said from the other side of sound proof glass, "Poor Corporal Banner here is suffering from a great amount of Gamma Radiation."

Hawk Girl looked incredulous. She turned away from a steaming Fury, and glared at the Doctor. "I know radiation is bad," She growled, "But I don't think a person would turn into a walking pile of rocks from getting a blast of it."

"As I explained to Colonel Fury," the head medical doctor explained, "The rocks apparently were mixed into his DNA by the blast. From what I can see, he is now literally part man, and part rock."

"This is very serious," J'onn said softly, before turning back to Fury, "Do not worry, the League will provide any assistance possible in helping Ben Grimm return to his true form."

"No."

"What?' Iron Man asked incredulously.

"Grimm is part of S.H.I.E.L.D.," Fury explained quickly, "He is not up for League care. We at S.H.E.I.L.D can take care of our own."

"I can't believe this," Hawkgirl blanked, "He needs all the help he can get."

"He is also U.S. Army, and we don't think that some high and mighty judges in the sky have the right to take away our members without governmental approval."

Hawkgirl was about to use her mace on the one eyed soldier when J'onn grabbed her shoulder. Calming down, Hawkgirl walked behind the two other heroes and smashed a part a table, hopefully releasing some of her stress.

"Then we will contact the U.S. Government," Iron Man said, with a practically audible smirk, "I also think the press will love to hear about this. Holding a poor deformed man against his will. Using untested Nuclear Weapons without a warning being sent out. You, my friend, and your little S.H.E.I.L.D. too, are about to suffer one massive pay cut."

As the three left the room, Fury calmly pulled out his gun, and shot a vase, causing it to fall to the floor in pieces.


"Knew they were covering something up," Batman scowled as he sat in the Bat-Cave. He was glad he had kept Question on S.H.I.E.L.D. for the last few weeks. It had definitely paid off. This connection also had procured him several files on the new Project Avenger. Having seven new meta-humans was not something he wanted to deal with.

"So what should we do?" Iron Man asked over the intercom.

"I have a few friends in the press," Batman assured him, before hearing another beeping sound, "That's the others, talk to you later."

"Wait I-"

Bzzt

Batman was now looking up at Superman, who had a look of absolute exasperation on his face.

"You're not going to believe what I'm dealing with here. Just get down here; we need somebody to interrogate an assassin."

"Oh," Batman said, "Who was the victim?"

"King Arthur of Atlantis."

"…this cannot be happening to me."


"What are you doing!" Dr. Banner screamed at several workers carrying out large boxes from his office.

"They are doing what needs to be done."

Banner turned to see Fury standing at the end of the hall.

"You have been fired for your numerous failures," the soldier said coldly, "the nuclear accident, the injury of Grimm, and revealing classified information to a group who we have no ability to screen," He then turned back and walked into the elevator behind him, "You are no longer apart of S.H.E.I.L.D."

Banner just stood there, horrified, as the elevator door closed, leaving him alone with the movers. A second later, he cracked.

"You bastard!" the Doctor shouted, running towards the elevator, "You've taken everything from me!"

He began to punch the elevator button, looking at the floor that Fury was getting off at. "My life's work is in this program! I helped you found S.H.I.E.L.D.! I'm not about to let you throw me out as a scapegoat! You hear me Fury! I'm going to kill you!"

Suddenly, two workers ran up behind him and began to drag him away. Banner continued to wave his fist at the door, tears running down his eyes. The two soldiers, while feeling for the man, could not allow the death of their commander.

"I will kill you!"


"What is going on here?" A tall, blonde-bearded man shouted. He was standing in a large room adorned with golden shells. Across from him stood a man in golden armor, holding a gold trident, and wearing a large green hat.

"Why brother," the other man laughed, "You are here just in time for the destruction of the upper world. After all Arthur, they did try to kill the great king of Atlantis."

"I do not want this Orm," the man named Arthur declared loudly, "We will simply re-enter isolation."

"I am afraid that won't be happening," Orm said with distaste. Suddenly, he snapped his fingers, two guards rushed in grabbing Arthur, and pinning him to the ground. The king looked shocked at the development.

"What are you doing?" Arthur asked angrily, "I am your king!"

"Not anymore," Orm declared, "You lost your right to the royalty the minute you refused war. Now, I am the King!"


Bruce Banner calmly looked down into his lap. There was a picture of him and a young woman sitting together smiling. Suddenly, a tear drop hit the glass covering, as the poor man continued to sob. His throat was dry from hours without any drink. He was the type of man too intelligent to let himself be taken over by alcohol. Instead, he had to suffer the full power of his sadness without any numbing agent.

He had lost everything. His love was gone, his work was gone, and so was his reputation. Tomorrow his name would be dirt in every scientific community in the world.

And it was all because of Fury. If only he could get his hands on Fury. Then they would see who truly was in control.

"I want to kill him," Banner stammered, calmly getting up to go get a glass of water, "I want to strangle his little neck. I want to punch him so hard he has to eat steaks through a straw!"

As Banner continued his mutterings, he turned the water on, and went over to grab a glass. As he pulled it out, the first one fell to the floor, cutting his hand as it was smashed into a dozen pieces.

"Crap!" Banner shouted, anger increasing. At that moment, he saw blood coming from his hand. Green blood. Horrified, he ran to the sink, and quickly stuck his hand beneath the water. He then looked down, trying to see if his blood was turning red. But he was instead was greeted by an angry pair of green eyes.

"What's going on?" Banner screamed, stumbling back. His body was beginning to convulse. His arm was changing to a shade of vibrant green. He felt dozens explosions rip through his legs. Suddenly, he could even hear his voice begin to change. As his consciousness seemed to fade, his screams became deep roars. He tried his hardest to concentrate. One last time, he looked at the picture of his love.

And then there was no Bruce Banner left.

All there was…was a giant hulking mass.

A giant hulking mass…that wanted nothing more than to kill Colnol Fury.

"HULK SMASH!" the creature shouted, rushing out of the room, leaving rubble in its wake. It may no longer be Bruce Banner, but it still had his memories.


AN: I hope you like this new take on the Hulk and Thing's origins and as you can guess, next chapter...IT'S CLOBBERING TIME! Until next time…Sayonara!