"Marvel: Tomorrow Initiative"

Chapter 1: "A Spider Spins Her Web"

Disclaimer: Many of the characters that will appear here belong to Marvel Comics or are derived from characters that belong to Marvel Comics. I make no profit from this story except deep satisfaction that I have come up with an intriguing plot.

Author's note: This is my first Marvel fanfiction; I tend to play in the DC sandbox. However, with the events of Civil War and the fallout from that has come a story idea. I hear a lot of people protesting that the new order in the Marvel Universe is going to lead into a fascistic, totalitarian direction. This story is going to explore that idea, so hang on for the ride, everyone.


Fifty years hence . . .


"Audrey!" a woman's voice shouted from downstairs. "Audrey!"

A girl's groggy murmurs could be heard in her bedroom, a bedroom with walls covered in pictures of various superheroes. The predominant theme was Spider-Man in the classic red-and-blue costume, but the pictures also featured him in the variant costumes he'd worn over his career. The secondary theme of the wallpaper was Captain America, the original Captain America. The first three Spider-Women also featured on the girl's walls, surrounding Spider-Man and Captain America.

A girl with slightly frizzed brown hair reluctantly climbed out of her bed, dressed only in an oversized T-shirt that hung down to her knees. She staggered to the top of the staircase and shouted, "Yes, Mom?!"

"You'd better hurry up before you're late for that field trip!" the girl's mother shouted in reply.

"Ok!" the girl shouted before moving on to the bathroom. She brushed her teeth with an electric toothbrush and after she was done, she threw off her shirt and climbed into the bathtub. She turned the shower knobs until the water was just the right temperature, then stepped under it and cleaned herself. Finishing in ten minutes, she dried herself off and wrapped the towel around her body, walking to her room and dressing. The clothes she chose for the day were an oversized sweatshirt and sweatpants. Slipping on a pair of slightly worn-out sneakers, a backpack, and her usual wire-rim glasses, she jogged downstairs to join her parents.

"Audrey, do you have to dress like that?" her mother asked. "You'll never get any boys like that."

"I don't care about boys," Audrey answered neutrally, picking up a slice of toast and walking out of the house to catch the rail to school.

"Have a good time!" her father shouted after her.


Audrey ate her slice of toast as she walked to the nearby rail station. She stepped inside and bought her two-way ticket, looking at the digital schedule to see when her rail would show up. Confirming to herself when her rail would arrive, she took the antigrav lifter to the level where the rails showed up. Once there, she stepped out and walked to a bench to wait for her rail. As she waited, she watched other rails roll in through the antigrav tube pathway networked throughout New York City.

Ten minutes later, her rail came in. The antigrav tube slid open for her and she stepped into the rail, which resembled a sleeker version of the trains of yesteryear. She took her seat and removed her backpack from her back, placing it on her lap. The rail sped along at a respectable pace of roughly 120 mph, reaching the rail station near her school within a mere five minutes. She got out of the rail and took the antigrav lifter down to the first floor of the rail station, walking out and to her school, Midtown High School.

Once inside, she put her things away in her locker and went to her homeroom. "Miss Hopkins, so good you could join us," her teacher greeted her amiably. "Now that you're here, we can get going on our field trip."

The students filed out of the classroom and out of the school building, making their way to the school bus with their teacher and several assistants. They got on the bus and the driver started it up, driving away from the school. About thirty minutes later, they reached their destination, a large building with the name Milton Labs boldly emblazoned on its façade. The students filed out of the parked bus with the teacher and his assistants, entering Milton Labs.

"Greetings," a black-haired woman in a lab coat greeted pleasantly. "Are you here for the tour?"

"Yes," the teacher replied, nodding his sandy head.

"I'm Sandra Coley," the lab-coated woman said. "Follow me." She turned on her heel, guiding the class through the laboratory.

"What do you do here?" Audrey asked.

"We're sort of a medical lab for superheroes," Coley replied. "We make sure they're in the best of health and in tip-top condition to defend us innocent people from super-criminals and terrorists."

"That's cool," another student, a girl with blonde-brown hair and brown eyes, remarked. "Do you get to see Captain America with his shirt off?"

"Jenna!" one of the assistants spoke up, scandalized.

"Yes, I do get to see Captain America without his shirt," Coley replied with a twinkle in her eyes.

"What about Blitzkrieg?" Jenna prompted.

"Him, too," Coley answered. "Yes, there is the part where I get to see superheroes in various states of undress, but that is not the bulk of what my job requires me to do."

"But wouldn't it be fun . . ." Jenna droned on. Beside her, a girl of mixed Japanese and Caucasian ancestry rolled her eyes with irritation.

Throughout this entire conversation, Coley had never once lost her step. She continued to guide the class through Milton Labs, showing them various pieces of equipment while warning them not to touch anything. Suddenly, she heard a cry from somewhere behind her. Turning around, she found Audrey collapsed on her knees, clutching her hand.

"What happened?" Coley asked.

"A spider came out of nowhere and bit her!" Jenna shouted.

"How do you feel?" Coley asked Audrey.

"I . . . I feel . . . fuhhhh . . ." Audrey passed out. While the students and teachers around her started to panic, the girl that had been next to Jenna calmly picked up the spider that had bitten Audrey and slipped it into a small plastic pouch she kept on her person. Hiding the plastic bag in her jacket, she left everyone none the wiser; they were too busy worrying over Audrey.

If I'm right . . . this isn't going to be good, the girl thought.


When Audrey woke up, she found herself in a hospital bed. Her parents and older sister Kaye were sitting beside her bed, her father being the first to catch her in a tight hug. After about three minutes or so, Audrey gently pulled out of her father's grip . . . and was surprised to find it very easy to do so. Her father was a very strong man and continued to work out whenever he got the opportunity, so it shouldn't have been very easy for her to pull out of his grip. Nevertheless, it was.

She blinked. She was seeing everything so clearly. "Are my glasses on?"

"You can have them if you want," Audrey's mother replied, handing her daughter her glasses. Audrey put them on, but as soon as they covered her eyes, everything blurred. She took them off a few seconds later.

"That's ok," Audrey said. "I don't think I need them now."

"You've been out for two days," Kaye said.

"Two days?" Audrey echoed.

"Yeah," Audrey's father replied. "By the way, Milton Labs sent you a fruit basket and some books on the superhuman genome. They probably thought we were going to try to sue them."

"And there was this girl who came by yesterday," Kaye added. "Said her name was Karin. You know her?"

"Vaguely," Audrey replied. "She's a classmate, but we've never interacted much." She looked at her parents. "When can I go home?"

"We can bring you home now, if you want," Audrey's father replied. "The doctor says you're physically all right; we just needed to wait until you woke up for you to come home."

Audrey's family gave her the privacy she needed to change into her clothes. Audrey shucked the hospital gown, but when she spotted herself in a nearby mirror, she gaped at herself in shock. Her stomach . . . it had always been a little round, but now it was flat and not only that, but also looked as hard as a rock. She felt her stomach, surprised at the hardness of the muscles underneath her skin. She flexed her arms and she was startled to see her biceps bulge with toned muscle.

"What . . . the heck?" she wondered. Putting it aside, she quickly dressed herself and went out to join her family.

"Ready to go?" Kaye asked.

"Yeah," Audrey replied.


The next day, Audrey was crossing the street on her way to the rail that would take her to Midtown High. As she crossed, time suddenly seemed to slow down. She looked around and saw a car driving toward her. Without really thinking about it, she sprang out of the way of the car, landing on the façade of a moderately tall building.

"What?" Audrey wondered, startled. Curiously, she climbed up the façade, not stopping until she pulled herself onto the roof. "Whoa . . ." Now how do I get down? Probably the same way I got up here. Or could I just get to school faster this way?

Testing her theory out, Audrey began leaping across the rooftops of the buildings in her path. As she leaped, she marveled at her own agility and speed. She flipped over part of a rail path and landed on the rooftop of another building. Fortunately, she'd been moving too fast for anyone to get a good look at her. When she got within sight of Midtown High, she checked her watch and realized that it had been ten minutes ago that she'd started her trip. She landed on a building near her school and jumped down to street level, landing in a graceful crouch.


Audrey walked into Midtown High and packed her things into her locker, removing her laptop from her backpack and walking into homeroom. When she entered, she saw her classmates smiling at her and a sign on the digital blackboard saying, "Welcome Back, Audrey!" She blushed in embarrassment.

"You did all that for me?" she asked.

"Just wait till lunchtime," Jenna replied. "You'll get something even better."

A few classes later, Audrey was in her most dreaded class: physical education. To her credit, she tried, but she was notoriously clumsy and uncoordinated. As a result, she was often a liability to her teammates in any team sport they played and hardly anyone wanted to play with her. It wasn't that they disliked her as a person, more like they wanted to win and Audrey wouldn't do much to help them do that.

Today, things were different. They were playing basketball today and when one of the girls on the other team attempted to pass the ball to her teammate, she put too much force into it and the ball soared like a missile . . . toward Audrey's turned head. To the surprise of everyone present, Audrey whirled and caught the ball, rushing down the basketball court with astonishing speed. She went into a lay-up and . . . sank the ball into the net.

"Holy crap!" a student shouted. "How did she do that?!"

"Yeah, when did she get so good all of a sudden?" another student asked.

Audrey was surprised as well. To herself, "Whoa . . . how am I doing this stuff?"

The other students on her team surrounded her. "That was awesome, Audrey!" one of them cheered.

"Yeah, you were great!" another added.

The coach blew his whistle. "Hey, Hopkins! If that was more than just a one-off, you're welcome to try out for the girls' basketball team later this week!"

I suppose I should take that as a compliment, Audrey thought.

It was like this for the rest of the class. Audrey stole passes from the opposing team so quickly it was as though she was there one moment and sinking the ball into the net the next moment. Her teammates passed to her more often and when she made her way toward the opposing team's hoop, she seamlessly moved around the opposing team's efforts to stop her. In the end, their score was only half of Audrey's team's score.

"That was incredible," Siena, a tanned blonde, remarked to Audrey.

"Thanks," Audrey answered.

"My offer still stands, Hopkins!" the coach shouted. "You gonna think about it?"

"I will!" Audrey replied.

When lunchtime rolled around, Jenna escorted Audrey into the cafeteria, covering her eyes. "When can I open them?" Audrey asked.

"Now's good," Jenna answered, pulling her hands away from Audrey's eyes. Before the two girls hung a banner saying "Welcome Back, Audrey!" in bold blue letters. The students in her class gathered around a table with a large chocolate brownie cake covered in chocolate icing with "Welcome back, Audrey" spelled out in blue icing.

"You did all this for me?" Audrey asked.

"Yeah," Jenna replied. "Come on, dig in." She escorted Audrey to the table and took the kitchen knife, using it to cut away a slice of cake for Audrey. "Enjoy."

As Audrey began to eat her cake, she spotted the mystery girl in her class – one Karin Kusanagi – looking at her oddly. The gaze was appraising, searching, probing . . . and it puzzled the heck out of her. She looked away from Karin's gaze and continued eating her cake. Still, she could feel those dark eyes boring into her . . . like a high-precision laser.


After school was over, Audrey went home the same way she came to school . . . acrobatic leaps and flips across the city. Fortunately, she was moving too fast for anyone to get a good look at her. With the Superhuman Registration Act having been passed into law fifty years ago, they'd try to put her in superhero boot camp or arrest her. Neither option sounded good to her; she knew the scandal that had broken out when one of the trainees had been killed in only the first week of the Initiative's existence.

She returned home in about ten minutes, walking in through the front door. Her parents weren't exactly home, as they were both working, but they trusted Audrey not to get herself in trouble while she was waiting for them to come home. For her part, the girl busied herself with her homework.

"Physics, calculus, American History, and Crime and Punishment," she muttered to herself. "Better get cracking."

By the time her parents got home, Audrey had finished her homework and was presently watching television on the flat-screen in the family room. The program that was on was the news, reporting on yet another terrorist group defeated by the Avengers. She watched Warbird give their account of what had happened, condensed and sanitized for the consumption of the viewing public.

"Hi, Audrey," her mother greeted.

"Hi, Mom," Audrey answered, briefly turning to look at her mother.

"Did you finish your homework?" her father asked.

"Of course," Audrey replied.


That night, Audrey was restless. She lay awake, trying hard to fall asleep and failing completely. She looked at her nightstand clock and saw the time on it: eleven after one in the morning. "Damn it."

Audrey threw off the bedcovers and extricated herself from the bed. She opened her wardrobe closet and reached into the back for something to wear. She pulled out a red-and-blue unitard designed to resemble Spider-Man's standard costume, complete with webbed red mask. It had been her Halloween costume two years ago and she'd grown since then. To her surprise, the costume still fit; it was just a lot snugger than it had been two years ago.

She checked herself out in the mirror, surprised at what she saw in it. She didn't see a gawky teenager. She saw herself in her newfound womanly glory: strong, swift, sharp, supple, and sensual. As hard as it was, she turned away from the glorious sight in her mirror and opened her window, leaping out of it and across the street to another rooftop.

She continued on in that fashion until she had entered the metropolitan area, an arena of densely packed skyscrapers. She continued leaping across the rooftops, often flipping over rail tubes. Fortunately for her, most people didn't bother looking up, anyway. If only she had web-shooters so that she could swing, too. However, leaping and flipping would suffice for now.

Audrey threw herself into freefall, plummeting down to street level. Yes, she knew if she didn't time this right, she'd be street paste. Fortunately, she had a better sense of coordination than she used to, enabling her to land on a passing car and evenly distribute her weight so that she didn't smash the roof.

"Whoo!" she shouted, riding on the car on which she'd just landed. While clinging to the roof of the car, she spotted a gang of thugs surrounding a lost-looking boy. Without really thinking about it, she flung herself off the car and onto the wall of the alley where this act of bullying was taking place. "Back off the kid."

"Who does she think she is, Spider-Woman?" one of the thugs asked.

"Just cap her!" another thug yelled, pointing his gun at Audrey. Before he had the opportunity to fire, she leaped at him and kicked his gun out of his hand. She landed on one foot and spun on it to deliver a swift kick to his head with the other foot. Unfortunately, she heard a sickening crack that sounded a lot like she'd kicked him too hard.

"Oh, my God!" Audrey exclaimed in horror.

"She killed him!" one of the other thugs shouted. "She killed Snook!"

Audrey stepped back in shock and disbelief at what she'd done. "I . . . I didn't . . . I didn't mean to . . ."

"Get her!" the first thug shouted, opening fire on her. Once again, that feeling of time slowing came over her and she could see the bullets leave the thug's gun. She jumped up onto the wall to evade the bullets, climbing up at great speed to avoid the thugs' bullets. She scurried up the wall and onto the rooftop, running as fast as she could until she reached the edge of the rooftop, at which point she jumped off and onto the next rooftop.

As fast as she ran, though, she ran into an obstacle . . . NYPD hovercraft, specifically hovercraft belonging to the Superhuman Restraint Unit that dealt with super-powered criminals. The hovercrafts' lights shone on her, nearly blinding her with their intensity. A voice could be heard over the intercom, amplified to near-deafening levels, shouting, "Attention, unregistered superhuman! You are in violation of the law! Surrender now and you will not be harmed!"

Oh, no . . . Audrey thought. She ran to the side edge of the rooftop she was currently on, the Unit hovercrafts firing their gun turrets at her. Time slowed again, allowing her to dodge the laser blasts. She jumped over the side edge, leaping across to the façade of the skyscraper across. She ricocheted between the two skyscrapers, confusing the Unit hovercraft pilots' aim. Not for lack of trying, though; they still shot at her. Audrey bounced back to the façade of the skyscraper off which rooftop she'd jumped and crawled across it as fast as she could, which was very fast.

No matter how fast she moved or how far she ran, the Unit hovercrafts were there at every turn. She was pushing herself harder than she'd had to push herself ever and unfortunately, she had nothing to fight them with, nothing but her strength and her speed. Of course, there was the matter of setting them up to take each other out, but she'd been freaked out enough when she accidentally killed that thug. She didn't need to consciously choose to get people killed.

Suddenly, a twisting red wire of light cut through the Unit hovercrafts' gun turrets, retracting into a sleek black baton held by a girl dressed in a black catsuit. A red pentagonal patch with devil's horns sprouting from the top points covered her upper torso, with chevron red stripes trailing down her stomach from beneath it. Sharply ridged metallic white pads attached to her shoulders, her outer thighs and shins, and her knees. A black faceplate with red lenses left only her dark hair exposed.

"Come with me," the girl spoke.

Audrey didn't know what she was thinking in trusting this girl, but trust her she did. The black-and-red-garbed girl had made sure that the Unit hovercrafts wouldn't be able to shoot at Audrey anymore, so that was a point in her favor. They could still chase her, but they couldn't hurt or kill her.

"Ok," Audrey said, running toward the mysterious girl.


End Notes: Cliffhanger ending for you. Now, this first chapter was Audrey's introduction and the second will be the introduction of the mysterious girl who saved her. If you can guess who that girl is, I'll give you a virtual cookie. Does that sound good to you? Anyway, as the story continues, I'll get around to explaining why the future isn't necessarily a good time to be and how exactly is it that history seems to have repeated itself with Audrey. If I've intrigued you with this first chapter, you're free to let me know what you think, both good and bad.