"Marvel: Tomorrow Knights"

Chapter 12: "Phage and Phobia"

Disclaimer: The universe depicted here is a future version of the universe depicted in main-line Marvel Comics titles and thus belongs to Marvel. I only own most of the characters, who are technically offshoots of canonical heroes and villains, and the story itself, from which I make no monetary profit whatsoever.

Author's note: This will be the end of the second volume of Marvel: Tomorrow, but it's going to end big. First off, Audrey will have a confrontation with the Scarlet Spiders that'll affect the way she views super-heroics for a long while. Second, Cuayin and her forces will have an explosive encounter with the G8 superheroes that'll affect the global balance of power for quite a long time. Both events will set the stage for the third volume of Marvel: Tomorrow, so . . . be prepared!


"So . . . you're Subject Omega-Theta," Crimson Dynamo greeted.

Cuayin turned to face the Guardian Eight, the international super-team assembled by the G8 nations. There was Crimson Dynamo, Russia's armored gladiator, and American Dream, the United States' first female super-soldier. There was Vindicator, the representative hero of Canada, and Captain Britain, the exo-suited champion of the United Kingdom. There was Trickster, the hyper-agile representative of France, and Firedrake, the pyrokinetic übermensch of Germany. There was Striga, Italy's forbidding flyer, and Witchfire, Japan's "magical girl."

"My name is Cuayin."

"And you've put together a small army already," American Dream remarked. "You must be pretty charismatic."

"I am not," Cuayin replied. "The truth is simply an attractive thing."

"What truth?" American Dream questioned.

"That we live in a world run by men, men who couple a lust for power with a lust for violence and routinely fulfill one lust to quench the other," Cuayin answered. "Their dominance of this world has led innumerable societies to ruin and despair. That dominance must end, and I am the one to end it. I and the women at my side, that is."

Vindicator laughed. "Another mega-powerful mutant with a messiah complex! I thought they didn't exist anymore!"

Captain Britain gestured at the fiery tableau around them with one swoop of his arm. "You think this is going to make the world a better place?! You killed them all!"

"I didn't kill them all," Cuayin replied. "The women and children have been spared, the children especially, since they are our future and they have a chance to be taught better, to learn the lessons of love and compassion instead of the lessons of aggression and power."

"Merde!" Trickster exclaimed. "You're a damn hypocrite! All that talk about love and compassion, and you're butchering people!"

"Butchery?" Cuayin repeated indignantly. "You dare speak to me of butchery, when most of your nations have sent their soldiers to murder, pillage, rob, and rape in the name of your leaders' ambitions?! You dare speak to me of butchery, when the men I sent to their graves terrorized this village and others within this country on account of their struggle against one another?! How dare you!"

Telekinetic blasts knocked the entirety of the Guardian Eight off their feet, but most were quick to recover. Crimson Dynamo fired an electrical blast at Cuayin, who generated a force field to block the blast. Firedrake summoned twin fireballs and threw both at Cuayin, who maintained her force field. Vindicator fired an electromagnetic blast at Cuayin, who merely absorbed the blast with her force field.

"Allow us to assist you," Atieno said to Cuayin.

"If you insist, but I will not ask you to take risks that I myself would not take," Cuayin answered.

"We would take any risk for you," Nthanda stated.

"Callisto," Cuayin said to the girl. "Keep them safe."

"I will," Callisto replied.

"Guardians, defend!" American Dream shouted, generating a particle beam shield to block Callisto's webbing. "Webs?"

"Yeah," Callisto replied, kicking American Dream in the face. American Dream quickly recovered and swung at Callisto, who blocked with superior reflexes, only for American Dream to knee her in the stomach. Callisto absorbed the blow and flipped over American Dream, whirling into a kick to her head. American Dream blocked the kick with her particle beam shield and tripped Callisto, who turned her fall into a handstand and landed on her feet.

Striga flew at Atieno, who wrapped the flight-harnessed woman in seemingly living shadows. Trickster somersaulted into an acrobatic attack on Lesedi, only to be blocked by a shield made of light. The shield turned into a battering ram, knocking Trickster to the ground. Nthanda and Vindicator exchanged blasts of plasma energy and electromagnetic force.

Captain Britain, Crimson Dynamo, and Firedrake tackled the rest of Cuayin's platoon, who gave them quite a fight. Crimson Dynamo found himself trapped in vines, only for him to break free with a mighty yell. He fired a blast of electricity at the woman who had generated those vines, only for the woman to dodge. Captain Britain used the force field generator in his exo-suit to block the attacks of a woman who was shooting energy beams from her eyes. Despite that, her energy blasts were taking a toll on his force field, while Firedrake was contending with a female speedster who was somehow managing to penetrate his field of flames to strike him.

Cuayin and Witchfire stared each other down, both waiting to see who would make the first move. Finally, Witchfire sped toward Cuayin, only for Cuayin to block Witchfire's speedy assault and knock her aside. Witchfire quickly recovered and telekinetically propelled Cuayin some distance away. Cuayin recovered, landing on her feet and turning the ground beneath Witchfire's feet into quicksand. Despite that, Witchfire used her powers to freeze herself within the quicksand and then levitate herself out.

Meanwhile, American Dream and Callisto were still fighting. American Dream might have been a skilled fighter and tactician, but so was Callisto, who had the advantage of being far stronger and faster than American Dream. American Dream was still managing to block Callisto's attacks with her particle beam shield, but the attacks kept coming and the shield could only take so much. Finally, Callisto faked a punch at American Dream, who raised her shield to block, only for Callisto to withdraw her fist and sweep her leg out to trip American Dream, who jumped over Callisto's leg and kicked her in the face.

The fight between the Guardian Eight and Cuayin's forces went on for what seemed like forever. Each attack was answered in kind and each defense was countered with a powerful offense. They were almost evenly matched, but despite the power the Guardian Eight could bring to bear, Cuayin's forces were propelled by what they believed to be a righteous cause. One by one, the Guardian Eight were laid low.

Firedrake was the first to fall, the oxygen his flames fed off sucked out from around him by the speedster running in circles around him. The next to fall was Trickster, who was pinned to the ground by Lesedi's light knives. Following him was Crimson Dynamo, whose armor was destroyed by rapidly growing plants whose seeds had secretly infiltrated that suit. Accompanying those three was Captain Britain, whose shields were finally penetrated by a particularly forceful blast, which scrambled the onboard computer systems controlling his exo-suit.

Vindicator and Nthanda were still fighting each other when Vindicator suddenly sped toward Nthanda, who caught her wrist and slapped her with a plasma-reinforced hand. The slap knocked Vindicator to the ground, but Vindicator got up again, only to be hit with a particularly strong plasma blast. That didn't stop Vindicator from getting up again, but by her body language it was obvious that she now found it difficult to stand. Vindicator fired an electromagnetic blast at Nthanda, who blocked it with a plasma shield and then turned that shield into a battering ram that knocked Vindicator to the ground. This time, the Canadian heroine did not get up again.

Callisto sprayed a generous amount of webbing on American Dream, trapping her in a cocoon that left only her head exposed. Atieno bound Striga in living shadows in a manner that almost resembled crucifixion. Witchfire and Cuayin were still fighting each other and it seemed like their battle would never end, until Cuayin telepathically scrambled Witchfire's mind, disrupting her focus by overwhelming her nervous system with painful stimuli. Cuayin attacked Witchfire with seemingly superhuman speed, knocking her for a loop.

Cuayin looked up to the sky, her eyes piercing the vast distances until she saw satellites pointed at her. With a thought, she tapped into global radio, television, and wireless frequencies, her image broadcast all over the world. Knowing she had the world as an almost literally captive audience, Cuayin began to speak.

"Hear me, citizens of the world. For too long, this planet has suffered under the tyranny of men whose only true love is power and who have been willing to indulge their lust for violence to achieve power. Such behavior has led to untold suffering for the innocents of this world. The exploiters, the defilers, and the murderers will not change their ways, because their ways have given them untold power and wealth, so they must be expunged from this world. Once that is done, the world will be born anew, beginning an age of love and compassion and ending the age of power and violence."

All over the planet, world leaders watched Cuayin's speech with almost unanimous trepidation and outrage. Only a few viewed her speech with any kind of positive emotion. Of course, their positive emotions toward Cuayin might have had something to do with the feelings of oppression they had long experienced from the dominant global powers.

As Cuayin spoke, she gestured to the defeated Guardian Eight. "Look upon those assembled to enforce the will of the oppressors! See how they have been brought low by the power of true justice! Justice that will deliver the innocent of this world from under the thumb of the oppressors! Justice that will topple the halls of power from which the oppressors scheme to take even more from people who haven't the wherewithal to defend themselves! Know that the days of the conquerors and the exploiters are numbered!"


In Stark-Kurosaki Tower, the CSA Avengers watched Cuayin's speech with apprehension. "I can empathize with her anger," Captain America finally spoke up, "but I can't condone superhumans righting what they see as wrong with the world through force. That's the kind of thing the SHRA was drafted and redrafted to prevent, people who perceive themselves as having power deciding to impose their will upon the rest of the world."

"None of us can condone that," a helmless Iron Man agreed grimly.

"Where do these people come from?" Spider-Man asked. "You can do things most people can't, so you think you're uniquely suited to tell the world how it ought to operate? That's kind of arrogant, don't you think?"

"I'd have to agree with you there," Warbird replied. "It is arrogant. No matter what you think is wrong with the world, you can't beat the world into the shape you want it to be."

"Who is this woman, anyway?" Blitzkrieg inquired.

"Subject Omega-Theta," Gyrich's strident voice replied as the man himself stepped in. "She's an Omega-level mutant whom S.H.I.E.L.D. kept contained exactly to prevent her from doing something like this. Somehow, those damned bunglers let her loose and now she's recruiting an army of malcontent superwomen to help her. God help us all."

"What happens if she comes here?" Arcane asked.

"If she comes here, you'll do your job," Gyrich answered grimly, "which is to protect this country by any means necessary."

"We will," Captain America stated firmly.

"You'd better," Gyrich snapped. "Hopefully, this experience teaches you that there's a reason we have the regulations we have on superhuman activity."

Captain America nodded dourly. "It doesn't matter. I'm doing this for all the innocent people who'll get hurt if I don't."


In Midtown High, Audrey was walking out of the school building after serving an hour's worth of detention. She had spent the entire hour writing an essay about the wrongness of assaulting fellow students and she had been cursing under her breath the entire time. When the detention period was over, she'd slammed her Digipad onto the teacher's desk and stormed out in a huff.

Once outside, Audrey looked around to make sure there was no one who could see her and then let her clothes melt into the black liquid metal that re-formed into her costume. With her costume formed, she swung away on a web-line shot from the back of her hand. She web-swung through the city, not quite feeling like going home yet. That was the fun part of being Arachne, she mused, not having to worry about trivial things like school or family, just being free to swing through the air at speeds that would daunt ordinary humans.

Her fun was interrupted by the time dilation caused by her spider-sense and she swung up and over just in time to avoid an attack from a red-and-gold-clad Spider-Man. Upon closer examination, his outfit was identical in design to the CSA Spider-Man's, but the main body was a metallic crimson and the spider symbol, bracers, and eyes were colored gold.

She landed on a skyscraper façade and looked up to find another red-and-gold Spider-Man clinging to that same façade above her. She looked across from her and saw a third red-and-gold Spider-Man perched on the edge of the rooftop across from her. A fourth red-and-gold Spider-Man, only female this time, was in an upside-down wall-crawling position on that same skyscraper. A second female red-and-gold Spider-Man was just below Arachne and the attacking red-and-gold Spider-Man had landed on the rooftop above her.

"Face it, little girl," the attacking red-and-gold Spider-Man said in a digitalized voice. "You're finished."

"What do you want with me?" Arachne asked. "Who are you?"

"We're the Scarlet Spiders," the red-and-gold Spider-Man directly above her replied.

"And you're harboring a dangerous fugitive," the second female red-and-gold Spider-Man added.

"What dangerous fugitive?" Arachne questioned.

"Your suit," Scarlet Spider Three replied from the rooftop across from her. "It's an escaped alien menace that needs to be contained. The fact that it's bonded with you makes this a double."

"You're not going to get me that easily," Arachne replied. Before she could even really think about it, she leaped off the skyscraper façade and swung away from the Scarlet Spiders, who pursued her. Four waldoes shot out of one Scarlet Spider's back in an attempt to grab Arachne, but Arachne's spider-sense warned her in time to evade. She somersaulted backward in midair and landed on a Scarlet Spider's shoulders, squeezing his head with her thighs. That Scarlet Spider, however, had enough presence of mind to turn on the sonics in his suit.

Arachne screamed in pain, but it was not entirely her own pain; it was also the suit's pain she was feeling, as it was hardwired into her nervous system. Arachne fell off Scarlet Spider Two and was barely able to fire a web in time to swing away. Unfortunately, the other Scarlet Spiders had somehow gotten in position to surround her and they all turned on their sonics, bombarding her from both sides with ultrahigh frequencies. Arachne struggled to hold on to her web-line, even as the suit cried out in pain in her consciousness. Fighting the pain as much as she could, Arachne fired a web at one of the Scarlet Spiders, stopping that one's sonic weapon.

Arachne flipped over onto the skyscraper where Scarlet Spiders Three and Four were perched. "My turn . . ." she snarled, and with a burst of inhuman speed knocked them both off the skyscraper. They both fired web-lines to save themselves, but Arachne leaped off to kick one of them and bounced off that one to strike the other. Scarlet Spiders One, Two, and Five lunged at Arachne, attacking her from three sides. Arachne fought back, blocking one Scarlet Spider's punch and ducking beneath another Scarlet Spider's swing and twisting to kick the last Scarlet Spider.

"I told you already, it won't be so easy for you," Arachne purred menacingly.

At this point, Scarlet Spiders Three and Four had entered the fray again and now it was five on one. They were all clinging to a skyscraper and fighting on its façade as though it were a flat surface. Arachne punched a Scarlet Spider in his masked face and whirled to kick another Scarlet Spider in her stomach. She bounced off that Scarlet Spider and flipped onto another skyscraper façade, skittering along its surface to escape from the Scarlet Spiders, who pursued her in much the same fashion. She looked behind her, only to find that they had all vanished. Time was moving in slow motion to her, warning her that the danger had not yet passed.

Indeed, it hadn't, as Arachne found herself dodging a swing from a camouflaged Scarlet Spider. She had barely evaded that swing when another camouflaged Scarlet Spider struck her with a vicious kick. Arachne quickly recovered and punched right where a third camouflaged Scarlet Spider was hiding. The camouflaged Scarlet Spiders surrounded her and began to assault her from all sides, Arachne using her spider-sense to evade their attacks despite being unable to see them.

"You know, this is utterly unfair fighting," Arachne remarked. "You can see me but I can't see you. Do you call that fair?"

None of the Scarlet Spiders answered her, at least not in words. They did answer in the form of vicious attacks upon her person. I've got to find a way to even the odds, she thought. If only I could go invisible, too.

Responding to her thoughts, her costume's coloring shifted to blend in with her surroundings. "Damn it," Scarlet Spider One uttered. "She's learning how to use the creature's abilities faster than we expected. Red Team, activate thermo-optic visual augmentation."

"I can't see her!" Scarlet Spider Five exclaimed.

"Neither can I," Scarlet Spider Three agreed.

"Actually, I don't think any of us can see her," Scarlet Spider Two said. "The creature must be masking her body heat, too."

"Not so much fun when the shoe's on the other foot, huh?!" Arachne declared as she brutally kicked the lead Scarlet Spider. The other Scarlet Spiders moved to attack her, guided by the "danger-proximity alert systems" built into their suits. Arachne dodged their attacks and retaliated with attacks of her own, kicking one Scarlet Spider in the chest and punching another in the stomach. She kicked a third, only for that Scarlet Spider to grab her ankle and try to flip her. Arachne flipped and sprayed that Scarlet Spider with a generous amount of webbing, trapping him against the skyscraper façade.

The remaining Scarlet Spiders flipped and bounced around Arachne, hoping to keep her off-balance. Arachne punched one in midair and flipped off her to kick another Scarlet Spider. She landed on the skyscraper façade and twisted into a kick that caught a third Scarlet Spider in the stomach, knocking him off the skyscraper façade. That Scarlet Spider fired a web-line to save himself, but Arachne sliced the web-line with a bladed protrusion from her suit, leaving the Scarlet Spider to fall.

"Red Team One!" Scarlet Spider Two shouted and dived off the skyscraper façade to save his team leader. Scarlet Spider Two fired a web-line to swing from and swung low enough to grab the falling Scarlet Spider One.

"Awww, how sweet," Arachne mocked. Just as she was about to cut that web-line, she was tackled by the other three Scarlet Spiders.

"Oh, that's it," Scarlet Spider Four snarled. "You're going down."

"I'm going down?" Arachne repeated derisively as she threw the three Scarlet Spiders off her and off the skyscraper façade. The Scarlet Spiders fired web-lines to save themselves and swung back at Arachne, only for Arachne to fire a web-line and swing at them. Ricocheting like a human pinball, Arachne kicked, punched, elbowed, kneed, and chopped all five Scarlet Spiders.

As the Scarlet Spiders plummeted, Arachne dived after them, bouncing between the skyscrapers to continue her pinball-style assault on them. The Scarlet Spiders fought back against her, pushing aside their fears of falling to their deaths to perform their grim task. Finally, Arachne peppered them all with impact webbing, binding them roughly as they fell to the street below, Arachne landing agilely on a passing car and bouncing off that car. The impact of the fall interrupted their camouflage, forcing them back into visibility and causing other cars to skid trying not to hit them.

"Not so tough, are you?" Arachne mocked. She fired five separate web-lines from the back of her hand and those lines all attached to the Scarlet Spiders' web cocoons. She leaped onto a skyscraper façade while carrying them and climbed up until she had reached the rooftop, at which point she roughly threw them all onto the rooftop.

"Damn you," Scarlet Spider One snarled. "Who the f# do you think you are?"

"I think I'm someone who understands the cruelty of this world better than you do," Arachne sneered. "At this moment, we're being observed by surveillance drones in the sky above us. We've been observed like this for the entire time we've been outside and we're not the only ones being observed. They look down at all of us, little robotic peeping Toms watching every unguarded moment we spend on the outside. Do you think that's right?"

"You're the reason we need those drones!" Scarlet Spider Two shouted. "Out-of-control superhumans who refuse to be accountable to the law, endangering normal people because they believe they should be able to do whatever they please!"

"Get a goddamn clue," Arachne snarled. "Registration isn't the big guarantee of superhuman accountability you think it is. You think it's there to protect people? It's not and it never was; it's just another means of control and exploitation by scared little men and women who don't want to accept that their kind is obsolete."

"You're insane!" Scarlet Spider Three shouted.

"I'm insane?" Arachne repeated, before continuing on in a didactic tone. "Well, anyone in my position would go insane. Being hunted like a dog because a twist of fate gave me abilities beyond those of ordinary humans. Being treated like I have no rights because of those abilities. Seeing people like me being exploited because of what they are. Seeing normal humans blind themselves to the crimes against people like me because they think they're being protected from us. If that doesn't make you 'insane,' there's something very wrong with you."

"I've had enough of your ranting, you psychotic little bitch!" Scarlet Spider Four shouted, tearing her way free of the web cocoon. Before she could do anything, Arachne tackled her and beat her into helplessness, leaving her suit sparking and torn.

At that moment, the other Scarlet Spiders – incensed by what Arachne had done to their comrade – tore free of their web cocoons and tackled Arachne, who threw them off her. The Scarlet Spiders recovered, flipping in midair and landing on their feet. They shot their waldoes at her, only for Arachne to dodge the waldoes. When Scarlet Spider Two shot his waldoes at her, Arachne grabbed one of them and used it to toss him at two other Scarlet Spiders. She webbed them together at the moment of impact, while the last remaining Scarlet Spider – Five – turned on the sonics in her suit.

Arachne screamed in pain and collapsed onto her knees, putting her hands on her ears in a futile effort to block the intense sound. The suit screamed in her head, an alien cry that intensified her own pain. She fell to the ground, writhing in pain as the suit began peeling off her. She rolled over to look at Scarlet Spider Five, speed-crawling toward her despite the pain the sonics were causing her and the suit. With a desperate burst of strength, she tackled Scarlet Spider Five and began choking her with the suit's appendages. It wasn't until she heard the Scarlet Spider gagging that she stopped, tumbling off the skyscraper rooftop and swinging away.

What was I doing back there? Arachne thought. I could have killed her! I wanted to kill her! What is happening to me?


Instead of returning home, Audrey swung to the clock tower the Knights used as their base. She landed on the balcony of the clock tower and stepped inside, the suit shifting styles into the costume Tony Stark had built for her.

"Hi, Spider-Lady!" Nightshade greeted cheerfully.

"Hello, Arachne," Iron Fist hailed.

"'Sup?" Iron Cage greeted lowly.

"Hi," came Tsukikishi's greeting.

"Hi there," Artemis greeted. "Did you see?"

"See what?" Arachne asked.

"That woman," Artemis replied. "The one who defeated S.H.I.E.L.D.'s elite team."

"Some elite team they were," Arachne sneered.

"She's got some kind of goddamn messiah complex," Iron Cage said. "Thinks she's gonna save the world by killing off all the men."

"Maybe it wouldn't be such a bad thing," Arachne mumbled.

"Say what?" Iron Cage inquired.

"Look at it," Arachne answered. "Who's run the world as far as anyone can remember? Men. And now look at us. We could have ended poverty, ended hunger, ended disease with all the amazing technologies we've invented. And what do we do with those technologies? Come up with inventive ways to kill each other off. Would a woman do that?"

"What you seem to be forgetting," Iron Fist remarked calmly, "is that it is a woman who has been committing mass murder across Africa and South America. It is a woman who dreams of 'reforming the world' through the violent termination of all opposition. Think carefully before you assert that women are any nobler than men."

"What we need to do now is figure out our next move," Fearless stated, having come in shortly after Arachne. "If this woman darkens our doorstep, we're going to have to fight her, no matter how much we might sympathize with her goals."

"You do realize fighting her means protecting a system that wants us out of the picture, right?" Arachne asserted grimly.

"Not quite," Fearless corrected. "Protecting the innocent lives that'll be destroyed amidst the war she's starting."

"You might see it that way. I don't," Arachne stated bitterly.

"What's wrong, Audrey?" Fearless's tone was solicitous, as she walked closer to Arachne.

"I'm sick of this. I'm sick of running. I'm sick of hiding. I'm sick of being afraid for my life just because I have powers. I'm done with that. We have to take the fight to them. We have to show them that we won't be f#& with, not unless they have a death wish."

"You're talking about declaring war on the government."

"We're already at war with them." Arachne's tone was acidic. "They started that war. They declared war on us the moment the SHRA first became law. We're just going to be fighting back now."

"You're talking about terrorism."

"No different from the terror they've inflicted upon so many of our kind. The terror that makes so many of us sign away their souls and lives to the government so they won't be hunted and killed. The terror that makes ordinary people think the SHRA is perfectly rational and just. The terror they use to maintain power over all of us."

Fearless took a step back. "What are you saying?"

"I'm saying that we've wasted enough time playing superhero." Arachne's tone had grown cold. "You wanna keep doing that s#, fine. Just don't expect me to play along anymore." She stormed onto the balcony of the clock tower and let her costume revert to its default form, jumping off the balcony and swinging away on a web-line.

"Arachne!" Fearless shouted, having run out onto the balcony after her, but it was too late. She was gone. More quietly, "Audrey . . ."


In his apartment, Sam Carter busily cleaned his pistols and rifle. Even though the weapons used energy packs instead of bullet clips, he still liked to keep them clean. It meant that he took what he did seriously, and it was serious business. Without the Knights to distract him, he could focus on the more important things.

He heard a soft tapping on the window and put down his pistol, walking over to the window. He saw nothing at first, but then a female figure in matte black with a white spider emblem on her chest and vaguely teardrop-shaped lenses covering her eyes slowly emerged. He looked at her with some puzzlement.

"What do you want, Arachne?" he asked.

"You," Arachne replied. "I have a proposition for you, Winter Soldier."


End Notes: And that's the end of Marvel: Tomorrow Knights, but not the end of Marvel: Tomorrow. This story will continue in Marvel: Tomorrow MAX, as Arachne and Winter Soldier join forces to deliver a harsher justice to the enemies of super-humanity and ordinary humanity and Cuayin and her forces get ever closer to achieving her agenda, while the CSA Avengers are forced to decide where they stand. All three of these plot threads will be witnessed in Marvel: Tomorrow MAX, and you might even see the return of a few former heroes. See you next time.