Professor Warren was in his lab, pacing up and down rather anxiously. Then, five monitors lowered themselves around him, and five shadows appeared on them.

"Professor Warren, you acquire audience with the Cabal?" said C-1.

"Yes, very sorry to disturb you at this late hour," said Warren.

"Just make your report," said C-2.

"Of course," he said and cleared his throat. "Well, we had a small fire here at Scipro-Genesis. The origin of the incident is still unclear, but it seemed to have attracted some… um, unwanted attention. Patriot, Spider-Man, A-Bomb and the Human Torch breached security, and they found and most likely have released Project Inhuman."

"Have you captured them?" said C-4.

"Uh, no, but we are confident that we will be able to apprehend," said Warren. "We're also very certain that neither the Avengers nor the Fantastic Four are aware of the idea. When we do capture them, what do you wish me to do with them?"

"Clone them," said C-2.

"The substitutes will serve the Cable and only the Cabal," said C-4.

"And the originals?" Warren asked.

"Dispose of them," said C-1. "Leave no trace."


New York City

July 5, 00:01 EDT

Down at sublevel 52, the young heroes could hear the G-Trolls banging against the security door, which looked as if it wasn't going to hold for very long.

"Those doors won't last much longer," said Spider-Man.

A-Bomb looked at Patriot. "So, you do have an idea on how to get out of here?"

"Uh, I didn't really think that far ahead," Patriot mumbled.

"Seriously?" A-Bomb groaned. "You let us down again using her escape plan or something?"

"This is some rescue," Crystal muttered.

"Hey, beautiful, you don't have to be that harsh; we did get you out of that test tube after all," Johnny pointed out.

Crystal folded her arms. "And it looks as if I'll be going back in any moment now."

"We'll make sure that doesn't happen," Patriot promised.

"Excuse me if I'm not filled with confidence," she said.

"Does anyone have an idea? I would even take about one at this point," said A-Bomb.

"I might have an idea," said Spider-Man.

The G-Trolls were almost through on the other side of the door, bashing it down.

"We got them now," Shocker smiled.

The G-Trolls finally broke down the door, and Shocker and his squad quickly swarmed into the lab. There, he could see Patriot, Spider-Man, Johnny and Crystal, who was hiding behind them.

"It's all over for you heroes," said Shocker, but then noticed that one of them was missing. "Wait, where's the blue oaf?"

"Right behind you," said a voice behind him.

Shocker spun around just in time to see A-Bomb appearing directly behind him out of nowhere. Then, before he had any time to think, A-Bomb punched him, sending him flying across the room.

Spider-Man then quickly fired shots of webbing at the G-Elves, trapping them in place.

"Let's move!" Spider-Man yelled.

They dashed towards the door, where a couple of G-Trolls met them, but Crystal quickly pushed him back with a powerful gust of wind. The G-Goblin's horns began to glow, but Patriot's shield quickly knocked him aside.

"Go, go, go!" Patriot yelled.

Shocker picked himself up just in time to see that he was escaping. "You won't get far! You'll find yourselves in pods before the sun comes up!"

"Later, Herman," Spider-Man waved.

Shocker then turned his G-Gnome. "Activate every Genomorph in Scipro-Genesis."

The G-Gnome's horns began to glow as it sent a message to its brethren.

Almost instantly, every single pod within sublevel 52 began to glow.


"We're still on 52 levels below ground," said Spider-Man as they ran through the corridor. "But if we can make it to the elevator…"

Then suddenly, barring their path or the whole squad of G-Trolls. They then turned their head back down the corridor to see G-Elves sprouting from the pod within the walls.

"Looks like the only way out is through them," said Johnny, pointing towards the G-Trolls.

"Then it's time to smash," said A-Bomb and immediately launched himself at one of the G-Trolls, punching it hard in the face.

He had it with so much force that it collapsed, but a second G-Troll slammed its fist down upon him. The others meanwhile avoided fighting by jumping over the G-Trolls, but A-Bomb continued to fight. They watched as he punched one into the wall, causing the entire place to shake.

"A-Bomb! The goal is to escape, not bury us alive!" Spider-Man pointed out.

"Sorry, got a little carried away," he said.

He then grabbed an unconscious G-Troll and tossed it into two others who were advancing towards him. He then quickly joined the others as Spider-Man pulled the doors open.

Spider-Man then fired some webbing and lifted himself up while A-Bomb grabbed Patriot and jumped after him. Johnny grabbed Crystal's hand and took off just before a G-Troll grabbed them.

Sadly, they couldn't get much further as they saw an elevator coming down.

"Looks like this is going out to be stopped," said Patriot, pointing to the elevator door that led them to sublevel 15.

Spider-Man and A-Bomb quickly smashed the door open and jumped out of the shaft just in time to avoid the elevator. Then suddenly, they found the whole group of G-Elves and G-Trolls coming straight at them, and there were far too many to fight.

They ran down a side corridor as quickly as possible but had no idea where they were going.

"Turn right, Mother,"' said a voice and Crystal's head.

Crystal had no idea who was speaking her head while they were calling her mother, but she had this feeling she could trust them. "Go left! Left!"

No one questioned her, and they quickly turned left.

"Turn right," said the voice.

"Right!" said Crystal.

They turned right, but it led to a dead end.

"Great direction, lady," said A-Bomb. "Are you trying to get as repodded?"

"No, I… I don't understand," she said, confused.

"Don't apologise, this is perfect," said Spider-Man.

The Genomorphs turned round the corner, but the heroes were gone, and that's when they noticed an open ventilation shaft.

The heroes were in the ventilation shaft, calling their way through the vents. To vent through the shaft, A-Bomb transformed back into Rick Jones, a young man with long brown hair. He was now crawling through the vents wearing nothing but blue stretchy shorts.

"At this rate, we will never get out," said Rick.

Spider-Man then sensed his spidey sense tingling. "Guys, I think company is coming."

He was right further down the ventilation shaft the G-Elves when in hot pursuit.


They weren't the only ones chasing them down. Professor Warren joined Shocker and the G-Goblin in chasing after the heroes. Warren was using a tablet to track their movements for the ventilation shaft.

"One of them managed to hack systems and deactivate the internal security cameras," said Warren. "However, they've neglected the motion sensors. The G-Elves are closing in, and they're all coming out here."

They then entered the men's bathroom and made their way to the ventilation shaft.

"We have them cornered," Warren grinned as they surrounded the ventilation shaft.

However, instead of the heroes busting through, it was a group of G-Elves who had just smashed through the ventilation shaft and landed directly on top of them.

"They hacked the motion sensors," Warren growled.


Spider-Man smiled at the others from the computer console. "I hacked the motion sensors."

"Nice one," said Johnny.

"Don't celebrate just yet. There's still plenty of them between us and out," Spider-Man pointed out.

"But I finally got room to move," Johnny smiled. "Flame on!"

He then burst into flames, burst through the stairs, and began flying his way up. A group of G-Elves were descending the stairs when Johnny slammed into them with unbelievable speed, knocking them out.

The others ran up the stairs as quickly as possible with Rick, transforming back into A-Bomb.

"There's more behind us!" Spider-Man yelled.

A-Bomb stopped in his tracks and turned to face. "Not for long!"

He then slammed his foot down the stairs, shattering it, and the G-Elves fell.


Professor Warren, Shocker, the G-Goblin and a number of Genemorph were now taking the elevator.

"We'll cut them off at sublevel 1," said Shocker.

"We better, or else the board will have our heads… my head," said Warren and then stopped the elevator. "I need to get something for my laboratory, just in case. I'll meet you on sublevel 1."


Johnny reached sublevel one and reached the door leading to the surface. However, an alarm rang, and security doors began to close around the main exit.

"Oh, crud," said Johnny as he tried to stop.

Sadly, it was moving too fast and collided with the security door headfirst.

"We're cut off from the street," said Patriot as he and the others arrived.

"Thanks, my head hadn't noticed," Johnny grumbled.

A-Bomb tried to smash through the doors within were too thick, then he and Spider-Man tried to pry them open, but they wouldn't budge.

"No good," said Spider-Man.

"Can you hack the security system?" Patriot asked.

"I don't think we have enough time," said Spider-Man, pointing behind them.

A group of G-Trolls were now making their way down the corridor.

"This way!" said Patriot, kicking a door down.

They quickly followed Patriot but then came face-to-face with Shocker and the large group of G-Elves, G-Trolls and G-Gnomes. Everyone immediately raised their fists in weapons, ready to fight it out, but the G-Gnomes' horns began to glow and overwhelm them with telepathy.

Crystal was the only one out of the five heroes who didn't fall unconscious, but then the G-Goblin appeared.

"Perhaps for the sake of all Genomorphs on our mother, Crystal should make up her own mind," he said telepathically.

Crystal's eyes widened as she recognised the voice and stared at him. "It was you."

"Yes, Mother," he said. "I said the fire and lured your new friends down into Scipro-Genesis…"

"…and guided me," Crystal finished. "Why?"

"Because you are our hope and our mother," he explained. "If anyone would lead us to freedom, it is the one who gave birth to us. You will lead us to the path of freedom, but I will not force you down this path if you do not want it. So ask me this: what is your choice?"

"I choose freedom," she said.

The G-Gnomes horns then stopped glowing, and the heroes began to begin consciousness.

Shocker frowned. "Why did you stop? We had them? Grab them!"

However, none of the Genomorphs followed his orders.

"Apparently, I'm not the only one who wants freedom," said Crystal.

Shocker narrowed his eyes. "You still have to contend with me."

"You against the five of us, Herman," said Spider-Man. "I think the odds are well in our favour."

"Then it looks as if I have to even the odds," said a voice.

Everyone turned and saw that Professor Warren had arrived.

"Okay, who's this guy?" Johnny asked.

"Recognise him from a science journal; his name is Miles Warren," said Spider-Man. "He's a genetic scientist, but his research was banned by the government."

"True, so I found it necessary to continue my research in secret on an underground level, literally," said Warren. "Fortunately, there are those who are willing to pay a hefty amount for scientific work like mine."

"Guess we now know who is responsible for all these Genomorphs," said Patriot.

"Indeed, and I am now here to restore order," he said.

"You?" A-Bomb scoffed. "What do you think you can possibly do against the five of us?"

"Quite a lot," he said, pulling out a syringe with a green liquid inside.

He then injected himself and practically keeled over in pain. His clothes began to rip apart as he grew larger. He wasn't just getting larger. He was also growing green fur and his face began to resemble a dock. He then began to grow razor-sharp claws from his hands and feet.

Once his transformation was over, he stood up, grinning. "Now I think I'm more than a match for you children, especially now that I have infused myself with jackal DDNA."

"It looks as if the odds have turned in our favour," Shocker smiled.

However, before he could do anything, Jackal knocked him aside. "I don't think your services are needed any longer," he said.

"Did he just take out his own guy?" Johnny asked.

"Classic villain betrayal," said Patriot as he raised his shield.

A-Bomb then charged in, but Jackal then launched himself at him and punched him hard. A-Bomb withstood the attack and struck him with a few quick blows, but he was punched again and sent flying across the corridor.

A-Bomb quickly got up and jumped into the air, but Jackal launched himself and grabbed him. The two of them went straight through the ceiling to the main lobby.

"Guess that's one way to bust through the ceiling," said Spider-Man as he fired some webbing out of the hole.

"You think lab coat planned that?" Johnny asked as he grabbed crystal and flew out of the hole.

"Genius he may be, but a strategist he's not," said Patriot as he grabbed Spider-Man's hand and pulled them out of the hole.

They saw that A-Bomb and Jackal were still battling out when they got into the main lobby. A-Bomb just managed to break out of his grip, but he grabbed his leg and tossed him straight at them.

He collided with Spider-Man and Patriot, and they were flung to the far side of the lobby. Johnny and Crystal then quickly ran up to them and helped them up.

"You children can't be me," said Jackal, grinning. "Once I capture you, I will clone you, and the clones will serve me."

"We'll see about that," said Patriot.

They then charged a Jackal, who charged at them. Johnny quickly burst himself into flames and unleashed a powerful burst of flames at the Jackal, stopping him in his tracks. Using this opportunity, Spider-Man and A-Bomb jumped out of the flames and punched him hard in the face.

Crystal then fired a burst of water at the floor, which quickly turned into ice, making him lose his balance. Patriot then tossed his shield, which struck him right underneath the chin, causing him to collapse to the ground.

However, he quickly recovered, grasped A-Bomb, and slammed him into a pillar. Jackal dealt a few punches to A-Bomb and was just about to finish him off, but Spider-Man fired some webbing, grabbing his arm and pulling it back.

Unfortunately, Jackal, apparently stronger than he was, pulled him towards him, but Spider-Man quickly kicked him in the face and stuck onto the pillar above. He then jumped down at him in an attempt to punch him in the face, but Jackal was able to grab him and slam him into the floor.

Jackal then tossed A-Bomb aside, and he crashed into another pillar. Johnny burst into flames and shot off towards Jackal, unleashing a burst of flames. Jackal quickly used some falling rubble as a shield against the flames. He tossed the bubble at Johnny and was sent flying into Crystal, but it was just about to fire a bolt of electricity.

Spider-Man had just regained consciousness in time to be slammed into a pillar, shattering it in the process. With the loss of the pillar, the entire foundation of the building began to shake even more when Jackal began punching Spider-Man against another pillar.

"Of course," said Patriot, getting an idea. "Torch! A-Bomb! Get over here!"

Jackal had now pinned Spider-Man to the pillar and plunged his claws into his shoulder, making him scream. He then tore off a piece of his costume, which was now covered in blood. Crystal saw Spider-Man's distress and then raised her hands, firing several shards of her flight at his back, making him roar.

Jackal turned and glared at her. "Not very nice, girl!"

He tossed Spider-Man, sighed, and launched himself at Crystal, who was out of the way just in time. Jackal was unable to stop and slammed into another pillar, demolishing it.

Patriot, meanwhile, had just finished explaining his plan to the others. "You got it?"

"Got it," said Johnny.

"Let's smash this loser," said A-Bomb.

A-Bomb quickly turned into a ball and launched himself at Jackal, slamming into him just as he grabbed Crystal. Johnny then launched a fireball at Jackal and stuck his tongue at him.

"But you can't hear me, smart guy," he smirked.

"How someone as immature as you became a superhero is beyond me," Jackal growled and launched himself at him.

Patriot quickly rushed over to Spider-Man and Crystal as they picked themselves up. "Spider-Man! Crystal! Here's the plan!"

Meanwhile, Johnny dodged all of Jackal's swipes as he slowly backed away towards one of the pillars.

"Missed me, missed me. Now you got to kiss me!" Johnny taunted.

Jackal was so worked up he smashed through one of the pillars, but the debris from one of them struck Johnny in the back of the bell to the ground. Jackal advanced towards him, having to finish the job, but A-Bomb quickly slammed into him, and he crashed into another pillar.

"Crystal, you're with me. Spider-Man! Get that pillar!" Patriot ordered as he pointed.

Spider-Man instantly rushed towards one of the pillars and smashed through it with his strength. Johnny quickly took over from A-Bomb, firing some flames at Jackal and allowing him to display another pillar.

By Patriot's instructions, Crystal covered the entire surface of the floor with water. Johnny flew over the water and landed on the ground, sliding across the slickly surface. Jackal just chased after him, but A-Bomb came out of nowhere, punched him in the face, and he crashed onto the wet surface. Crystal then fired bolts of electricity from her hands, which struck the water and electrocuted Jackal.

"Move!" Patriot ordered.

Patriot had placed small explosives on the pillars supporting the ceiling, which then started to come down right down on top of them. Spider-Man quickly fired some webbing, creating a net that commissioned the rubble, and A-Bomb took the full brunt of it.

Within moments, the entire building came right down on top of them. A-Bomb then lifted the rubble off of them.

"I can't believe that worked," said Crystal.

"A little too close for my liking," Spider-Man panted.

Then he and Jonny high-fived one another, but they immediately regretted it as they winced in pain from cracked ribs.

Patriot looked around, but there was no sign of the Jackal. "Looks like he got away."

"How did that guy manage to avoid the building crashing down on top of him?" A-Bomb asked in disbelief.

"I don't know, but when no fit state to chase after him," said Patriot.

Johnny then approached Crystal, who was looking at the full moon. "You are right?"

"I don't know," she said as she looked at the moon. "For some reason, I feel drawn to the moon."

It was then that they saw several figures flying towards them.

"Uh-oh, it's the Avengers," said Spider-Man.

"Not just them," said Johnny, noticing the rest of the Fantastic Four.

Soon, they landed all around the fallen rubble or the Avengers, at least the ones that were able to fly. They could see Iron Man, Thor, Wasp, Yellowjacket Doctor Strange, Vision, Namor the Sub-Mariner, Ms Marvel, the two Novas and Falcon. Then, landing in front of them on an invisible platform conjured by Susan Richards, the Invisible Woman, were Mister Fantastic and the Thing, along with the non-flying Avengers, which consisted of Captain America, Black Widow, Hawkeye, Black Panther and Hulk.

Captain America then stepped towards them. "What happened?"


SHIELD agents soon arrived to help the Avengers as the young heroes explained everything to them. Shocker was apprehended and taken into custody, and the young heroes just stood there, waiting to see what would happen next.

"What's going to happen now?" Crystal asked.

"I don't know," said Patriot. "But I've never seen Cap that angry before."

Captain America, Reed and Hulk then started to approach them.

"Scipro-Genesis will be investigated," Captain America informed them. "All 52 levels."

"What about the Genomorphs?" Crystal asked.

"We won't lock them, but we can't set them free either," said Captain America regretfully. "Rest assured, we will find a place for them somewhere."

"What about Professor Warren?" Spider-Man asked.

"SSHIELDhas agents searching for him right now, but it looks as if he's disappeared," said Reed.

"End results aside, we are not happy," said Captain America. "You missed used Avengers systems, disobeyed direct orders and endangered lives. You will not be doing this again."

The five of them looked at one another and looked at them defiantly.

"I'm sorry, Cap, but we will," said Patriot. "We did good work here tonight. Together, on our own, we forge something powerful."

"If this is about your treatment at the Mansion, the fourth of you—"

"The five of us," said Johnny, gesturing to Crystal, "and it's not."

Spider-Man then stepped forward. "How can we prove ourselves to you if you don't give us a chance?"

"These guys save me; I'm sticking with them," said Crystal.

"And if you won't listen to us, why should we listen to you," said A-Bomb. "It's simple: get on board or get out of the way."

"You should listen to them," said a new voice, and everyone turned to the appearance of a black-skinned man with a bald head and an eyepatch covering his left eye, "they do make some good points."

Everyone recognised the newcomer as Nick Fury, the director of SHIELD

"What are you doing here, Fury?" Iron Man asked, walking up to them.

"You Avengers aren't the only ones that have been interested in Scipro-Genesis' activities," he said, "how did you think Black Widow found out about this place? But we're here to discuss the actions of these young heroes."

"Where handling it, Nick," said Captain America.

"Not from where I'm standing, Rogers," said Fury. "And you really do need to see the bigger picture. Ever since Spider-Man came to the scene, more young heroes have cropped up, acting solo. If you don't find a way to solve this little issue, then I'll take over."

Everyone looked at one another, and all eyes fell upon Captain America.


Avengers Compound

July 8, 08:04 EDT

A warehouse was located in upstate New York on the coast of the Hudson River. Inside the warehouse, a number of Avengers were setting everything up for the young heroes.

The young heroes were standing in civilian clothes. Spider-Man covered his face with a hoodie, and A-Bomb was in his human form. Crystal wore normal clothes, a yellow T-shirt and a black skirt.

"This is an old Stark Industries warehouse," said Iron Man. "I used this place in order to store equipment, but now it's going to be your base of operations."

"Since you five are determined to go out on your own, you are going to do it on our terms," said Captain America. "Vision has volunteered to live here and be your supervisor. I will train you, and Black Widow will deploy you on missions."

"Real missions?" Patriot asked.

"Yes, but covert," said Captain America.

"The Avengers will handle the big missions that require us to be out in the open with the public," said Hulk.

"But Scipro-Genesis proves that the bad guys are getting smarter," said Captain America. "And we can't trust SSHEILDto have the best of intentions, which is why we need a team on the side, and the five of you will be that team."

The five young heroes looked at one another and smiled.


Meanwhile, in an unknown location, Jackal was meeting with the Cabal.

"You do understand that your failures cannot be ignored," said C-1. "Not only did you fail to contain the young heroes, but you also allowed them to escape with Project: Inhuman and the loss of the Genomorphs cannot be ignored."

"I admit I underestimated them," Jackal admitted. "However, I did not come here empty-handed," He held up a piece of Spider-Man's torn costume, which still had blood on it. "All I need is the chance to prove myself."

"Very well, you will have a second chance, but do not fail us again," said C-4.

Jackal nodded and left.

"The loss of the Genomorphs is a concern, but I think our real concern should be pointed to the young heroes," said C-4. "Now we know the Avengers are willing to deploy young heroes to do their dirty work. That is a dark twist."

"And the presence of the Human Torch points to a much closer cooperation with the Fantastic Four," said C-2.

"Yes," C-1 agreed, "but one that could be placed to our advantage. Even the loss of Project: Inhuman may prove useful. We will just have to watch these young heroes more carefully from now on."


Peter Benjamin Parker was born in 1992 by government agents Richard and Mary Parker. His parents died in a plane crash when he was just a year old, and he was put into the care of his Aunt May and Uncle Ben.

In 2007, he intended a public expedition at the Empire State Museum. During a live demonstration of a particle accelerator, a spider was irradiated and bit Peter's hand.

A few days later, he discovered that he had the powers of the spider: superstrength, agility, the ability to stick to any surface, and the ability to tell whether he was in danger. Believing he could use his powers to make money, he took part in a TV show, created a costume to hide his identity, and then participated in a wrestling match.

However, in his first wrestling match, the place was robbed, and he decided not to get involved by stopping the robber. A few days later, he returned home to discover that his uncle had been murdered; wanting to get to him first before the police, he tracked the murderer to a warehouse.

It was then that he discovered that the murderer was the same robber that he had failed to stop. He finally realised that he should be using these powers to help others rather than himself. That day, he became Spider-Man and began his crime-fighting career.

Jonathan Storm was born in 1991. His mother died in a car crash when he was only four years old, and his father, Doctor Franklin Storm, overcome by grief, became a victim of alcohol and gambling. He was later sent to jail after killing a loan shark in self-defence. His older sister, Susan Storm, raised him by herself.

At the age of 16, he joined his sister and her fiance on a research mission in space. During the mission, he was exposed to cosmic radiation, which changed his body, giving him the ability to combust into flames, fly, and manipulate fire.

He once hired Peter Parker, who was a freelance photographer at the time, to take pictures of him, unaware that he was Spider-Man. After a mishap with the Frightful Four, Peter trusted Johnny enough with his secret identity, and they have been friends ever since.