Kurt Wagner, known the world over as the X-Man Nightcrawler, died along with millions of others worldwide when the Ultimatum Wave struck the coasts of every continent across the globe. What would happen if he was given a second chance at life? In a different world? A VERY different world?

What happened so that Scarlet Spider and X-23 aren't in Ultimate?This is the secret story of why and what happens when they join the team.