Power Prism: Bestows the host to use the ability to project and manipulate energy; create energy constructs of various shapes and sizes, flight, protection from the rigours of space, intangibility, and durability.

Mighty Avengers: Mark Milton (Hyperion), Zarda, Midnight Owl (former superhero Hawk-Owl aka Jack Danner), Stanley Stewart (Blur), Edith "Edi" Freiberg (Inertia), Kinsely Rice (Amphibian), Joseph Ledger (Doc Spectrum), Rick Jones (Nova, becomes Captain Marvel in next chapter), Bradley "Brady" Poe (Anti-Venom), Peter Parker (Scarlet Spider)

Avengers: Aerean Thorton (Super Soldier, becomes Captain America in later chapters), Nathan Jacobs (War Machine), Thor, Monica Chang (Black Widow), Clint Baron (Hawkeye), Terry Komori (Spider-Man II), James "Jimmy" Hudson (Wolverine II), Carol Danvers (Ms. Marvel), Joseph Russell (Mr. Fix it), Cassandra Lang (Stature)

New Avengers: David O'Kirk (Dr. Singularity), Jason Long (Lightning), Alex Summers (Havok), Ororo Monroe (Storm), Namora, Marie Grant (Tigra), Lori Baumgaurtner (Boomer), Simon Williams (Wonder man), Daisy Johnson (Quake), Thomas Liu-Shin (Nexus. Sole-survivor and future king Eternal of the People)

Secret Warriors: Logan Pierce (Winter Soldier, becomes Super Soldier in later chapters or in next.) Lance Astrovik (Justice), Abigal Brand (the Alien), Hercules, Frank Castle (Punisher), Harry Osborn (American Gargoyle), Yelena Belova (Photographic memory along with the ability to duplicate herself and re-absorb duplicates at will), Robert Baldwin (Penance), Angelica Jones-Astrovik (Lady Comet), T'Challa Udaku (Black Panther)

Future Foundation: Susan Storm (Invisible woman), Tony Stark (Iron man), Sam Wilson (Falcon), Danny Ketch (Machine man), Janet Van Dyke (Jocasta due to cybernetics from Vision's body.), Vision (Gah Lak Tus version. Consciousness transferred inside a human clone of Natalia Romanova created by Horton Hammond, mentor of Sam Wilson. Possesses superhuman powers), Jennifer Walters (She hulk), Arcanna Jones, Nicole Dubois (Hurricane), Helena Phelps (Yellowjacket),

Defenders: Stephen Strange Sr. (Doc Strange), Norrin Radd (Silver Surfer), Bruce Banner (Hulk clone), Namor, Patricia Walker (Hellcat), Dane Whitman (Black Knight), Barbara Norris (Valkyrie), Eric Brooks (Blade), Johnny Blaze (Ghost Rider), Betty Ross (Jade)

Secret Avengers: Elektra, Clive Conner (Daredevil II), Barbara "Bobbi" Morse (Mockingbird), James "Rhodey" Rhodes (Iron Patriot), Petra Laskov (Wasp II), Maria Hill, Elizabeth "Betsy" Braddock (Psylocke), Felicia Hardy (Black Cat), Ben Reilly (Black Tarantula), Scott Lang (Ant-man)

Uncanny Avengers: Kitty Pryde (Shadowcat), Marian Carcyle (Rogue), Bobby Drake (Iceman), Johnny Storm (Human Torch), Jessica Drew (Spider-Woman), Lana Baumgaurtner (Bombshell), Ty Johnson (Cloak), Tandy Bowen (Dagger), Kenny "Kong" Macflarene (Juggernaut), Paige Guthrie (Husk)

X-Force: Adrian Luca (Nightshroud), Grant Alexander (Diamondstone), Aimi Yoshida (Jolt), Jean Grey (Phoenix), Liz Allen (Firestar), Derek Morgan (Archangel), Calvin Rankin (Mimic), Vanessa Carsyle (Copycat), Neena Thurman (Domino), Jack Wilson (Spade)

Young Avengers: Miles Morales (Tarantula), Ganke Lee (Prodigy), Larry "Judge" Jackson (Hornet), Nomi Blume (Polaris), Raymond Conner (Ronin), Enid Richards (Speedball), Missy Kallenback (Nova), Henry "Hank" Kipple (Ricochet), Hisako Ichiki (Armor), Allison Crestmere (Scoldfire)

New Warriors: Benjamin Grimm (the Thing), Luke Cage (Power man), Danny Rand (Iron Fist), Shang Chi, Marc Spector (Moon Knight), Cheyenne Tate (the Talon), Silver Sable, Melissa Joan Gold (Songbird), Eric Josten (Atlas), Abner Jenkins (Mach IV)

X-Men: Scott Wright (Micromax), Samuel Smithers (Blackheath), Piotr Rasputin (Collosus), Amara Aquilla (Magma), James Proudstar (Warpath), Shola Inkoli (Link), Kenji Uedo (Zero), Celeste Frost (Marvel Girl. powers include telepathy, telekinesis, pyrokinesis, telepathic immunity), Irma Frost (Mindee. powers: telepathy, telepathic illusions, mind alterations, astral projection, telekinesis, flight, telepathic immunity), Phoebe Frost (Diamond girl. powers: telepathy, diamond hard skin that gives superhuman strength and stamina, telepathic immunity). (Ultimate Stepford Cuckoos).


Issue 1: Total Onslaught

Earth 31916. Destroyed ruins of Washington, DC 8:23 p.m.

Reed Richards along with Bruce Banner and Pietro Maximoff were safe and hidden than they thought, but they were wrong. Something arrived from the portal, a creature as was looking for them. And ever since it arrived in this dimension, it was wreaking havoc and it wasn't the only thing that came from the portal. It was an alien invasion force lead by someone they thought to be dead, Victor Von Doom. The Accuser, Gallowglass and Annihulis had sent out search squads looking for the escape criminals from Earth 1610. Doom's forces weren't the only ones after, the Squadron Supreme were hot on their trail as well. Since the invasion, they lost Shape, Tom Thumb and even Nighthawk. Both Kyle Richmond and Skylark. Hyperion along with Zarda and Inertia charged directly into Hulk, while Arcanna, Doctor Sprectrum and Amphibian begun to fight Mister Fantastic in order to subdue the three fugitives. Blur and Quicksilver were having their brawl of superhuman speed, zig zagging against each other trading blows. But far ahead, a hulking figure was heading toward their way. Something deadly.

Zarda drove her ax toward Hulk's chest, with Inertia turning her intangible to grab Hulk's heart in a quick way to end the battle. Unfortunately, Hulk quickly retaliated by grabbing her arm and slamming her directly to the ground as Hyperion shot out his beams of energy through his eyes at Hulk's. Hyperion sent jabs left and right across the Hulk's face, sending him flying back to a ruined building. Hulk busted through the building raging with fury as he grabbed Hyperion's head, slamming him straight into the ground forming a crater. Zarda lunged her ax at Hulk's neck as blood streamed down the ax, with Inertia slamming her fists together toward Hulk's head. Blur and Quicksilver still speed through the ruins of Washington, racing each other admist the battle as both jumped from a building that wall ran on. Quicksilver sent out a barrage of punches toward Blur's chest and face, with Blur countering by launching across Quicksilver's face left and right. Pietro grabbed Stanley's head, attempting to snap his neck only for Blur to head butt Quicksilver which gave the silver haired speedster a broken nose. Quicksilver and Blur continued their battle together as a hooded figure appeared, with it being the reality warping mutant Elliot Boggs. He had a furrowed expression, seeing the destruction of Doom's forces conquering this reality.

"It seems a guest has arrived." Elliot turned his head startled to see Doctor Doom standing beside him, wearing advanced hi-tech armor with a green cloak surrounding him. "Though surprising, I wonder if everyone knew of your non-existence."

"I could say the same for you, Doom." Elliot retorted. "How did you do it? How come you're still alive?"

"Magicians must never reveal their secrets." he chimed. "Now the question is: what should I do with you?"

"Not yours to make." Magician prepared to use his powers to make Doom forget he ever saw him, unfortunately he was stabbed in the heart by a spear. His eyes widened as it started absorbing his life force, with the spear coming from Annihilus. "Ho- how- how..."

"You're not the only one with tricks up your sleeves." Doom glanced at Annihilus. "Is it finished?"

"It is. This world will be destroyed in a matter of minutes."

"Good." Doom lifted his hand, revealing the infinity gauntlet. "It's time for our forces to leave this universe." he glanced down at Magician who glared at him. "I have a member of the Squadron Supreme called Nuke strapped to a machine. Once he reaches critical mass, this world will perish with everyone in it. And If I were you, I would use whatever energy I have to leave to flee this reality." he declared as Doom and Annihilus teleported away, with Elliot Boggs coughing out blood as he narrowed his eyes at the battle between the Squadron Supreme and Dark Ultimates

"Damn it..." he weakly stood up from the roof as blood spat out from his mouth, narrowing his eyes at the Squadron Supreme and Dark Ultimates. "I got to transport them away as quick as I can before this whole world is gone."

A searing light beamed through the DC ruins; a radioactive fire spread around the destroyed city of Washington. He felt weaken by the minute, blood dripping from his mouth as he coughed. Elliot used all of his energy to transport who he could to his reality as the Squadron Supreme were suddenly transported away from the blast, unfortunately Mister Fantastic, Hulk and Quicksilver were caught. Elliot used every ounce of power to transport them to his home reality.

"God...help us all..."


7 weeks later.

Earth 610. Manhatten, New York 1:16 p.m.

THWIP

"WHHHOOOOOOOOOO!"

"YEAHH!"

Peter Parker along with Terry Komori and Miles Morales swung through the city of New York, with Harry Osborn aka the American Gargoyle following them. Today seem to be a normal day in the city. There was little crime, no big threat. Everything seem to turn out fine, perhaps maybe all too well. The X-Men were still in New York with Jean Grey taking care of diplomatic business in Utopia, while Kitty Pryde and the others decided to stay. The Fantastic Four and the New Ultimates were still away in space. The Ultimates were back from their mission looking for Mister Fantastic, Quicksilver and Hulk but met with no success. While the three Spider-Men swung through the city, a dark haired eighteen year old man was walking down the street wearing a white jacket and blue jeans. The jacket suddenly covered around his body, showing a white claw formed in his hand as he glared up at the sky. Then all of a sudden, Peter, Terry and Miles' spider senses kicked in as it gave out a quick vision of all of New York under attack by what seem to be alien forces. Then suddenly, a taxi was sent flying from an energy blast as Peter wrapped a wet net around the cab. Small drones started firing on Harry as he turned on the afterburner that had the drones following him in the sky. American Gargoyle turned back to the alien drones, charging the small drones as he brought up his ionic sword while firing missiles at the squad of drones. He leaped toward one of them, stabbing it with his ionic blade making quick work of the unmanned alien drone as he jumped back on his glider. A large moving figure appeared above the city as Harry's eyes were widened with shock, seeing an alien ship carrier hovering Manhatten.

"Oh...my... god..." Harry pressed the communicator on his wrist. "Pete, guys, we have a problem."

"We see it, Harry. And it's a big one." said Peter's voice as a platoon of helicopters and fighter jets began fighting off alien fighters. "Looks like SHIELD finally noticed."

"So what's the plan? I doubt these guys are the 'we come in peace' type."

"Me too. But..." Terry paused while he stared at the areas where the alien attackers were hitting. "These attacks are well-cordinated. Where to take key points to boost their hold."

Miles glanced at Terry. "How do you know this?"

"Handful of Call of Duty and Battlefield." Terry glanced back at Miles. "We need you to be at the Place. Harry's got a supercomputer that could get a grip on what's going on." he told Miles as he headed to the Place in Queens.

"Hold on." Peter said . "I'm getting a call from Fury."

"Parker."

"Fury, what the hell's going on? There's an alien invasion going on out here. A lot of people are going to get hurt in this battle! The city's a warzone!"

Fury scoffed. "Yeah, tell me something I don't. Kid, it's not just New York City. They're attacking everywhere. London,Tokyo, Paris, Berlin, Shanghai. Everywhere. SHIELD's spread to thin."

"But who's leading the attack?" Peter asked as a bright light stood in front of him, revealing the Squadron Supreme being teleported. "Uh, Fury, let me call you back for a minute." he said hanging the phone up as Inertia picked him up by his neck.

"Start talking, bug boy. Where are we?"

"Well I would explain what's going on if I wasn't being choked by an instant carnious bitch." Pete taunted with Inertia glaring at him, feeling a urge to rip the wall cralwer's heart out

"Inertia." she glanced at Hyperion. "Let him go. He's Peter Parker, the original Spider-Man." he ordered as she let him go, gathering for air with his mask pulling off revealing his face

"How do you-" Zarda cut him off

"We heard of your proclaimed demise to last time I stayed in your world." she stated suddenly smirked. "Fortunate to see your death was false."

"Thanks... I guess. Why are you here?"

"We're not sure." Doctor Spectrum replied. "We were in pursuit of three villians from your world. Mister Fantastic, Quicksilver and the Hulk."

Peter's eyes widened. "You were fighting them? The Ultimates have been looking for them all this time."

"They were in our dimension." Hyperion stated. "Then trouble came," Hyperion stared at the city being under attack by the alien forces. "And this is how it started. Since their arrival, our world was under attack by forces of unknown origin. We thought it was because of Reed Richards and his two allies, which was why we were pursing them."

"Are you Reed and the other two are responsible for this?"

"No. it wasn't them. It was-"

"People of Earth, hear me." said a omnious and looming voice across the city as the Squadron Supreme and Peter Parker to the direction of the voice

Peter's eyes went wide. "No... It can't be..." he trailed off seeing a giant holographic display of Doctor Doom

"I, Victor Von Doom have returned. As my forces laid siege, I will take what is rightfully mine. All world governments are to surrender now or my siege will rise to your countries." he declared as Doom's flagship poured small transport ships

"Well, this day just got worse." Peter muttered. "Time to get a hold of Miles."


The Place. Queens, New York 1:34 p.m.

"I can't there's an alien invasion here!" Ganke exclaimed, staring as all of New York was under attack while Miles and Judge were on the supercomputer to find out the status of the alien attack. "This is when the covenant invade Earth in Halo."

Judge side glance at Ganke. "You're comparing this to Halo?"

"Yeah! Covenant invades Earth, leaving it up to Master Chief saving the galaxy."

"Ganke there not just attacking New York, they're targeting every place on Earth." Miles stated getting reports from all over the world as Missy Kallenback, another friend of Miles and Ganke who knew about Miles' secret identity after Miles and Ganke told Judge the truth when she heard them

"You guys aren't going to believe who's behind this!" she said as Dr. Doom was being shown leading his army from space

"Isn't that Dr. Doom?" Ganke said shocked

"Yeah, but isn't he dead?" Judge replied

Miles' spider sense ring showing a quick glimpse of an flying object above the sky, preparing to crash toward the Place. Before Miles could move the others away from the impact, Missy's body started to change as a bright light beamed under her. Her skin turned into a shining color of red as alien soldiers landed outside the Place, while Miles, Ganke and Judge were already outside. Half of the aliens that arrived appeared to have a masks covering their faces, wieling energy based rifles and light metal armor with clawed hands and feet. The other aliens had three snake irises on both of their eyes, with their mouths and body covered in alien armor as they held high vibrational blades up high. Missy felt energy coursing within her as she held her fists in the air, only for a burst of energy to blast straight at the alien platoon with Missy having problems keeping her new powers in control.

"Someone! Help!" she cried out as Miles jumped behind her with his hands on her arms, preventing her powers from breaking out.

Miles looked to see his friend stammering. "Missy, Missy!" she snapped out of it, looking over her shoudler to see Miles behind her. "Are you alright?"

"Yeah, I am. But what's happening to me?"

"You're becoming a Nova." Miles and Missy turned around to see the Fantastic Four and New Ultimates along with Rick Jones, who was an actually Nova once himself. "I remember the first time it happened that I saw that rock pillar thing."

"You mean Uatu, Rick Jones?" Mahr-vell inquired

"Yeah that's the one." Nova quickly got back to business. "We need to talk. Dr. Doom's-"

"Alive and taking over the Earth?"

"It already happened didn't it?" Mr. Singularity groused. "Teleportation, my ass." Lightning glanced at his best friend

"You do know we were from Earth for seven weeks right?" Jason stated to David. "We need to head to the Triskelion." Lightning declared when suddenly

FABOOM

Two objects crashed into the streets, with cars and trucks destroyed in its wake. A muscular figure was shown in the smoke, seeing emissive eyes staring at Tarantula, the Fantastic Four and New Ultimates as Mahr-vell was sent flying back by a energy blast. Mahr-vell got a closer glance as he saw Blastaar and a unknown assilant with them. The assilant's appearance was human male, 7 feet tall with horrific scars on his face and body that resembled a walking frankenstein. He also had bionic arms wearing a alien harness and black armor greavs. Ms. Marvel and the others aided Mahr-vell against the Living Bomb and the unknown assilant.

"Brigade, equip the amplifier!" Blastaar shouted at the now known assilant

"With pleasure." he said in a gruff and gravelly voice

Then all of a sudden, the frankenstein assilant known as Brigade equipped a small device behind the back of his neck as it implanted itself on him. His skin turned pale green with yellow energy circling around his bionic arms, firing a blast that sending all of them flying back. Mahr-vell charged in on his own at the unknown assilant, only for both of Captain Mahr-vell and Dr. Singularity to be grabbed and tossed away with one throw. The unknown assilant aimed his bionic hand at Mahr-vell's head, until Mahr-vell fired off a searing blast that sent him flying back. Then all of a sudden, a beam shot out as it now was blasting him to oblivion leaving only his helmet to remain along with his burnt corpse.

ZAAZTT

ZAAZTT

SMACK

WHACK

Lightning used his magnetic powers to control Brigade's mechanical arms after regaining counsciouness while Nova removed the helmet off of the dead Kree hero. Ben retaliated by slamming his fists toward Blastaar's chest, along with Ms. Marvel landing a jab across the Living bomb's face sending him flying back. While the Fantasic Four and New Ultimates to face Blastaar and his accomplice, Ganke and Judge where hiding under a stash of equipment taken from the Tinkerer's hideout. Just not from Phineas Mason anyway. Ganke and Judge were browsing to see what they could find. Ganke noticed a golden suit with red insets on the chest and silver wingtips where the ears would be. Judge found a purple hornet by the size of his hand inside the stash.

"What are you two doing?" said a girl's voice as Ganke and Judge turned around to see Enid Richards stare at them, wearing a blue and orange suit along with a pair of orange goggles while she stared at the hidden stash

"Where did you come from?" Ganke said a bit startled

"I came with the Fantastic Four." she replied. "How come you guys are searching around all that stash?" she asked pointing at the hidden stash

"To help the Fantastic Four and the New Ultimates out?" Ganke said confused at the girl named Enid Richards

"But do you know how to work any of that stuff works?"

"Well, yeah." Ganke replied. "I read an instruction manuel for it. Well, all of it anyway."

Judge quirked his eyebrow at Ganke. "Since when? I mean, when did you look at a instruction for all of this Ganke?"

"Since Terry and Harry said it was alright that I hang out at the Place." Ganke answered solemnly

"Then I guess you know how this works?" Judge inquired holding the hornet in his hand

"Yeah, it's a battle suit created in a joint operation by Roxxon and Tri-Corp." Ganke paused, rubbing the back of his neck. "Right before Terry and Miles shut the Roxxon corporation down that one time. But... you might not like it."

Judge folded his arms together staring at Ganke. "Try me."

"You place it on your back and let it graft itself on back, giving you neural control over the hornet."

"By grafted you mean..." Judge trailed off staring at the hornet

"It's got to be stuck on your back. And it might be painful."

"Might be- screw it." Judge placed the hornet on his back, quickly grafting itself to his spine as Judge grunted in pain on his knees with Ganke and Enid looking shocked and worried

"Judge! Oh man, I didn't actually you want to stuck it on your back!" Ganke said in worry as a black suit with purple armor formed on Judge, showing a mask with orange bug eyes and hornet wings behind his back along with a orange hornet symbol on his left breast

"Ganke, I'm fine. I'm-" Judge was cut off when he felt a sharp pain in his back. "Ow! Well that hurt."

Enid suddenly saw a alien squadron about to shoot her, Ganke and Judge from behind. "Look out behind us!" she yelled as she suddenly leaped up in the air, which surprised her as she landed on the alien's head on her foot. "Whoa."

"How did you do that?" Ganke said putting on the golden suit with red highlights and silver wingtips on the mask

"I don't know. I can't believe I have super powers now!" Enid chimed. "Then again, I did melt a guy to ashes once with a power I had one-time." she replied remembering her encounter with El Diablo as her and the others, while Blastaar and his accomplice were teleported away saw Doom's flagship

"What's it-" Enid was cut off when

THOOOM

FABOOM

Doom's flagship fired out a beam aiming toward New Jersey, with the entire continent now destroyed. Millions dead as there was nothing but ruin and debris. The Ultimates, New Ultimates, Fantastic Four and everyone else had seen what happened with their own eyes. All widened with horror and shock. All that force used to destroy an entire city. And there in his flagship, stood Doom narrowing his eyes at the city he destroyed as he showed the whole world to face his wrath.

"This world shall know the fury of Doom." he declared as his loyal subject known as the Imperfects followed their lord's iron will