Disclaimer: Marvel Comics ™ owns the 'Ultimate' comic books series. Therefore, I don't own any of the characters appearing on them. However, I do own the plot and my original characters in case that there were in the future

A/N: here it is, my first try to take on an Ultimate universe story. I hope you like it. I have been writing this for quite some time, and I don't know how it is, so I'm expecting you to tell me. This one, however, does have a plotline and it will be continued, but as of now it's unbetaed. Have fun, and R&R kids.


Chapter 1: Along came another spider


It was a cold night in New York. A cold and rainy night. The rain fell, heavy and thick, restlessly on the tall buildings of the city. A light here, another one over there, and a lot more scattered on the picture received by her eyes. She shivered as the cool drops impacted on her already damp spandex suit. In a futile effort, her arms moved to cover her body, attempting to maintain some heat on this cold and rainy night.

While her body trembled, her mind was running through the recent events. She regretted some of her decisions, but what was done was done, she had decided to follow one way, and she would follow it till the end... or maybe not. If her mind wasn't made up soon she would die of hypothermia.

Her muscles tensed, contracted and expanded, and in a moment her body was moving again. She was moving fast, too fast for most to see on a night like this one. The wind, caressing her humid hair with a freezing touch, sent shivers to her spine with every swing she took, but she would continue moving, ignoring the cramps and the aches of her body.

After a couple of minutes of exercise, and a bit more of thinking without result, a little bit of heath rose in her body, letting her stop abruptly. With a soft 'thud', her hands and feet collided with the slick surface of one of the various towers in the city. Looking through the window pane she saw a woman inside, alone. She envied that woman. She was alone, probably working late, but she wore a smile on her face. That woman was happy, 'he', no, 'she' was not. In the end, though, there was no one to blame, no one but her.

With a sigh and a last look at the smiling woman, her fingers lingered for a moment on the glass surface, and with a soft movement of her wrist she traced a couple of circles on it distorting the pattern of the falling water. She couldn't turn back the hands of time and if She could, she wasn'r entirely sure that she would.

Letting her vision lose its focus and drifting off for a bit, her eyes caught a glimpse of one of the sources of her anguish. The Triskelion stood, as proud as always, in its artificial island in the Upper New York Bay no more than a mile or two away. As proud as always, as proud as Nick Fury.

Fury, sometimes that's what she felt in that man's presence, but she couldn't blame him either. Her decision had been to escape, but she wasn't sure if she could do it anymore and that man was probably the only one who could take care of her and her situation. At the same time, a part of her growled in anger at her lack of independence. After all, the government was the one who put her in that situation. SHIELD was, after all, a part of the government...

It had been two days since the incident, little more than a month since she had been 'born', since she had been created. She shuddered at the thought one more time. She wasn't even a person, so to speak, se was a "thing" and that disgusted her. She was a project of science, a stolen part of another one's life.

The last moments in contact with that lost life, had been awkward, but at the same time had left a bittersweet memory, one that she was fond of remembering, as it always brought a smile to her lips. "The most awkward hug of the history of the planet", she thought with a tug at the corner of her mouth hidden behind the cloth covering her face.

The fight had been brutal, violent and gory, but in the end they both managed to beat the octopus once more. He had been the one behind it all and revenge was needed. She was proud of herself, himself... She was proud of Peter, proud of herself, and the deal he had made with Fury to achieve the same desire of vengeance than her.

They had fought, side to side, arm in arm as one single being, a perfect engine. They both proved the bastards of the CIA right, though; they were, indeed, the 'next Captain America'. Fast, strong, agile, they had won. In the end, they rose as winners of the hard battle and she left, but before leaving, she hugged herself, himself... Peter.

When she parted ways with her original self, she had been angry, almost with everyone, and she took her way without even thinking. She ran away and now she didn't even know why. The last two days didn't even make sense to her. Maybe she needed time to think, but she needed to eat and a shelter too and in the end, the girl knew that procrastination wouldn't solve her problems, as wouldn't solve them escaping. Facing trouble was what her Uncle Ben would have done. Her uncle's words sounded once more in her head, as a mark of her duty. "With great Power comes great responsibility", and avoiding her problems didn't come with that responsibility. Letting out another sigh, her figure leapt up from the building, letting herself take a last look at the reflection of her future, she had made a choice. This time she hoped she had chosen well.

The Triskelion floated as defiant, as impassive as always over the waters of the Upper New York Bay as the rain poured heavily on the metal and glass structure. Inside, the building was swarming with movement. People here and there, some talking, others typing unknown data on the most advanced computers you would have ever seen. In the ground floors, the laboratory was quiet like every night, waiting for the morning shift to come , except for the irregular beeping of the electronic microscope. Janet Pym was working late as usual. Underground, Bruce Banner sighed in annoyance at his imprisonment while in the upper floors of the tower, Nick Fury was sitting in his office talking to government delegates. Some slept, some were active. It worked almost like a hive; everybody had a task to do. Everybody did it efficiently.

Dr. Janet Pym, also known as the Wasp, ran a hand through her hair and rubbed her eyes. She was tired after a long night of research and it wasn't going well. She huffed in annoyance massaging her temples. With a swift movement, her hand flew to the button in the intercom.

"Steve, are you there?"

"Jan?" The voice sounded rougher than normal, probably he had been sleeping again.

"Yes, it's me"

"What are you doing here? I thought you would be home by now"

"Why? I didn't know you would mind me staying here..."

"No... that's not what I... ...you know what I meant"

She chuckled. "Yeah, I know. Relax. Listen, is Nick Available?"

"I don't know, but last I saw him he was yelling at that screen again. It seems that there are some problems in the Middle-East and we may be involved in an invasion together with Europe's initiative. Nuclear weapons..." he frowned "...doesn't smell right. Thor seemed tense too; he had a bit of an argument with Nick about it, but for the moment everything seems alright."

The wasp frowned at the thought. She didn't like it either. "And you? What do you think Steve?"

He snorted ironically. "I'm a soldier, Jan. They don't need me to think, nor they expect me to. I'll do what I have to do, but if what I have to do seems right. While I may not share my views with Thor, I still think that something smells fishy. But for the moment, there's only calm on the horizon. Anyway, what did you need?"

"Nothing important. Just tell Nick that I'll be out if he's looking for me. I need some fresh air. Right now the lab is frustrating and I need to loosen up a bit before going back to work."

"You'll go out? Are you sure? From here it looks that there's raining more than during the wet monsoons in India. Careful, or you will catch a cold"

She laughed a bit at his fussing over her. "You worry too much, Steve. Sometimes you sound like my father"

He smiled slightly at her amusement, but the laugh wasn't shared. After a few moments he spoke again. "If you go out, maybe you'll find Stark. He should be near the hangar. I'm sorry, but right now I can't come"

"It's ok, really. And Tony? What the hell is he doing there? I thought that he would be sucking martinis in his tower by now"

Now it was his turn to laugh. "It seems that the Widow tricked him into doing one of the engineers' work or something like that. When I asked him how she tricked him he only grunted something about 'women'. As I said, he should be outside, near the hangar"

This time she joined him in amusement. "I'll see if I can find him then. 'night Steve"

Her hand left the intercom as she got up to leave. Picking up her raincoat she went out rapidly from the laboratory to the elevator. Once she was in the ground level, with a soft breath she opened the solid crystal doors for her ears to meet the deafening noise of the water drops impacting on the ground.

Showing little hesitation, she stepped outside.

Not so far away, a dark figure advanced swiftly to the tower. With a last swing, her feet touched softly the concrete surface, the noise of her landing obscured by the heavy, restless rain.

"here we go" she thought "The Lion's Den..."

Letting her eyes drift for a few moments on the city behind, she shook her head and advanced to the tower with silent but heavy steps. In her mind, she was preparing herself for the coming confrontation. She wanted to avoid it, but she needed the help...

Would the girl have to plead? Would she be forced to humiliate herself? She decided she wouldn't. Peter maybe was cool with Fury now, but she still had some issues with him and S.H.I.E.L.D. She couldn't help to have her memories without an update. Then, there was also the controlling nature of the organization. She didn't like that. She wasn't one to take orders without making a personal point herself. And the girl took pride in her judgement. She wasn't a soldier. Not yet, fortunately, and hopefully not ever.

What was done was done, though.

Sighing one last time, she continued her way.

Tony Stark, the Iron-Man, and now 'reparation-man' groaned once more while rubbing his neck. He was aching a bit and the chilly rain didn't help either. On top of it all, he thought he was catching a cold. The only thing he was sure of right now, was that he needed a drink. Looking at the door's controls once more he went to retrieve something from the toolbox when he caught the glimpse of a figure in a raincoat a good twenty feet away.


"Tony? Are you there?"

The figure approached a bit more just to let the hangar lights illuminate it. It was the Wasp.

"Janet? What are you doing there?"

She heard her laugh. "What am I doing here? What are you doing out here?"

"I like fresh air"

She snorted. "So do I, but Steve told me a completely different story. How exactly did the Widow get you into this?"

He groaned once more. "The Cap told you, huh? It's a bit of a long story. You know Natasha, she can be persuasive when she wants to... Let's just say that I wasn't sober enough to say no, but I've learned my lesson" he smirked.

"You did?"

He smiled at her. "But of course, my dear Wasp. Next time I will be drunk enough to not to be able to do anything at all, so she won't ask me." Her laugh faded suddenly, replaced by a serious look "Just kidding, just kidding" He brought his arms up in surrender "Jesus, no need to get angry over a joke, do you?" At her frown he laughed again "Dear, you take this job too seriously. On with another topic, you didn't answer my question, and I asked first. What are you doing here?"

"I needed to get out. The work in the lab isn't showing any results. I was getting frustrated so I decided to get some fresh air"

He nodded "Working again? Some would think that you would be spending some quality time with Mr. America, instead of dedicating your life to work. As I said before honey, you take this job too seriously. Now let me finish with this and we can go inside"

Rummaging through his handbag, he drew some tools and set to work while waiting for her response. She shifted uneasily on her feet, observing him repair the little control device on the door.

"It's just... complicated. And besides, I was interested in those subjects we brought a couple of days ago. They are fascinating. How a brute like Octavius could think of a way of creating them and making them stable is flabbergasting. The female specimen, the Stacey clone, has some healing properties in her blood and we thought we could get some samples of her tissue to..."

She stopped abruptly as she saw Tony jerking up suddenly with his hand in his ear and screaming.

"Ouch! Damn! No need to yell Natasha. I'm done already! What? Silent Alarm? Ok, yes, she's here with me. We'll look into it. Out." He drew a little comlink from his ear, grumbling.

"What is it?" she asked curiously.

"It seems that we have an intruder. Who would be suicidal enough to assault the Triskelion alone, I don't know, but they are sending us to look for the lucky guy as he apparently is right in our zone. We are to seek the intruder, observe him and engage him if we can or in case he was to escape. Then wait for some help, which wouldn't take too long. I don't have my armor here though, it seems that you will have to do the dirty work"

"Will you be ok?" The Wasp gazed at her friend with a worried look.

"Indeed, no need to worry over little ol' me. I'll use another kind of 'iron', dear. I'm the Iron-Man, after all" He responded while drawing a metal pipe from his bag, clutching it tightly in his fist.

"I'll shrink and watch for the intruder"

As she was about to shrink, his hand stopped her. Stark grabbed the Wasp by the arm and made her crouch near the wide doorframe of the hangar. He brought a finger to his lips signaling her to be quiet and whispered.

"There will be no need for that. Take a look"

She gazed in the direction of Tony's general view to see a dark figure approaching one of the entrances of the tower slowly.

"Can you see it?"

She nodded thoughtfully, without letting her gaze fly off from the moving figure. "Yeah. It seems to have some sort of spider symbol in the chest. The Kid? Spider-Man? The suit doesn't match. It seems to be dark red, almost black..."

"Well, I would say that too, but only if the kid had grown breasts and a nice feminine figure over the weekend..."


"You heard me. Just watch, and you'll see... I'll tell you what we'll do. I'll go to 'her' and will try to 'talk' to the girl. You, meanwhile, shrink, hide, and fire some stingers in case that it got out of hand. Got it?"

She crossed her arms and sniffed. "Since when do I take orders from you Tony?"

He clutched his chest in mock hurt simulating pain"I thought you would comply with the wishes of a seriously ill man, Jan. Really. Now let's get to the action"

With a nod, the Wasp shrinked, flying to the target silently. Only her raincoat remained in the spot she had just occupied moments before. Tony Stark started walking to the same direction, seeing the petite figure closer with every step. The rain covered his steps letting him sneak up on her.

She was tired, hungry, cold and grumpy, but she decided that it would end soon. She just needed to walk a few more meters to get in the building. She had to make a deal. She had made a decision, she was there, she would go through it until the end.

Suddenly her spider-sense started tingling heavily in the back of her skull. The spandex clad girl jumped up in the air to land a few meters behind, looking at her 'attacker'. She couldn't see him well, the water droplets on the crystals of her mask were hindering her vision too much to identify the man.

"Uhm... Can you tell me where is the bathroom?" The girl asked lamely, with a hand behind her head.

She could have sworn that she saw him blink in confusion once. Twice. Then, the spandex-clad intruder heard a male voice addressing her coming from the guy opposite. "Who are you sweetie? Spider-Girl?"

Stark heard the intruder huff in annoyance and mutter darkly about something related to her age. "Spider-Woman, actually. And who are you?" She eyed him, taking unusual interest in the metal pipe clutched in his hand. "Pipe-Man?"

"Listen, kid..."

She interrupted him "Listen you, tube-dude, no offense, really, but I'm not into old guys carrying metal pipes around. I just want to talk with Fury, not the plumber. Is he in there?"

He laughed at her witty comments, but inside, he wasn't letting his guard down. It seemed that she had a sense of humor, but he would try to stop her if necessary, even by force."Old? You wound me little girl. And besides, who said you could pass?"

"If you think you're intimidating me with that you're seriously mistaken, Agent-Conduit. I'll just have to pass through you, and believe me when I say that I don't think it will cost me much."

The last line didn't sound like a menace. It sounded more like the girl shrugging off Stark's presence. However, they weren't going to risk being attacked.

"You can come out!" Yelled Stark.

Suddenly, the Wasp appeared behind the self-proclaimed 'Spider Woman', firing some of her stingers at the female presence with deadly precision.

As if by instinct, the girl jumped backwards pretty fast and rolled to the side, avoiding the diminute projectiles just in time, landing in all fours.

"You'll have to pass through me too" Warned the a high-pitched voice in the girl's ear. The intruder gasped and jerked her head to the source of that sound, only to meet the figure of the Wasp ready to fire another wave of her stingers at her.

"Dr. Pym?"

The geneticist changed her demeanor a bit, lowering her agressiveness without letting her guard down. Her eyes soaked with the figure in front of her searching for signs of recognition, but again, she was widely known to the public, as were the rest of the Ultimates... "Should I know who you are?"

The young woman seemed disoriented and a bit startled at her appearance. The strange thing about her was that she was moving her head side to side, and appeared nervous, as if she expected something to happen or there was something bothering her.

"Uhh... Well, yes... ...sort of... Look, I don't want to fight..." The intruder answered doubtfully.

The Wasp arched an eyebrow. "Sort of?" Meanwhile, she signaled Tony to stand back.

The girl's nervousness seemed to increase by the minute. "Well, I remember you curing me from a bullet wound in the shoulder"

The scientist gasped. "But you can't be! Well, you know... The kid, Spider-Man is male and you obviously are... well..."

The girl shrugged "That's why I said 'sort of'"

Something seemed to click in the Wasp's head, as she related the clonation incident a few days ago, which sent Fury to catch Spider-Man, and the intruder. After a few moments of silence, and some confusion in Tony's part, Seeing the sudden spike in the agitation of the girl, she increased her size once more and offered the clone a hand.

"Look, I think I know who you are. Come with me and you can tell us wha..."

Her words were interrupted suddenly as something similar to a syringe impacted on the girl's shoulder rendering her unconscious instantly. The body of the youngster went limp suddenly and all her weight descended to the ground abruptly.

Janet Pym jerked her head in the direction of the shot, annoyed and angered.

"What's going on here?"

The Wasp and Stark looked at the new figure revealing itself from the Darkness. The Black Widow came in her tight black uniform, sporting night-vision goggles. Walking calmly holding a rifle in her hands and smiling like a schoolgirl, she cocked the rifle. "Jackpot"

Tony Stark returned the smile "Dear, that wasn't really necessary. Me and my pipe had it all under control"

The Black Widow laughed at the joke, but the Wasp, snapped suddenly at the comment "Why did you do that!? Who gave you the order! There was no need to..."

"She did it because I told her to do it, Jan" A few meters behind the Russian opperative came Nick Fury surrounded by a S.H.I.E.L.D. team. "The girl was distressed, nervous. Our encounters with the kid taught us that he had quite a short temper, and she is the same. I would prefer to talk calmly with her rather than being on the receiving end of another hit. The spider can pack quite a punch, you know..."

"The same? I'm a little lost on all this, but seeing the obvious, if you put two and two together... Is she another of those clones made by Octavius?" asked Tony Stark. The Wasp already knew the answer.

Fury nodded "Yes, probably the last one alive"

The Wasp shook her head, sighing. "Do you have any idea why was she here"

"I might, but I'm not completely sure"

For a moment, an uncomfortable silence reigned in the area. Only the rain dared to break it. The Wasp, looking down, was the first to talk again.

"What do you intend to do with her, Nick?"

"For now, just talk to her. But I do have plans, if that's what you mean. It all depends on her, of course, but with her arrival I'll have to pull some strings to get everything in motion. After that, we'll see..."

The Wasp's eyes widened, as did the Widow's. "You don't mean..."

Fury's expression changed to smug. "I mean what I mean, Jan. When the time comes, and a decision is made, the team will know."

The head of S.H.I.E.L.D cocked his head to one of the soldiers. "Take her to the infirmary. Secure her and put her under observation. Run a complete exam over her. I'll be there within two hours"

"Yes sir"

The troops nodded and proceeded to do as they were ordered.

Her head hurt. There was a bright light over her, trespassing her eyelids. That bright light didn't help either. She felt bad, but at the same time, she felt better than before. She was warm and dry, but her head still throbbed. With a long groan she opened her eyes tentatively, letting her pupils adjust to the heavy lights. Letting her gaze fly around her, she saw an I.V. attached to her right arm. Her hand went automatically to remove the needle when a voice interrupted her.

" I wouldn't do that If I were you, kid"

She tried to sit straight and looked through the room. It was like an hospital room full of new technology. The walls were white, as was almost everything. There were a few computers and some cables here and there. On her bedside, sitting in a metallic chair was the man in question, Nick Fury.

"Ugh... Why did you shoot me with that? My head hurts..." She asked weakly.

The general of S.H.I.E.L.D gave her a smirk. "So you wouldn't beat the crap out of me like the last time"

She smiled weakly "Then, I recommend you to apply the sedative once more"

He grimaced, betraying his calm expression for a moment "No need to get angry over it girl. Security measures. There's a set of rules one has to follow to ensure the security of a place as big as this one... Consider that, my way of apologizing..."

She nodded slowly, eyeing him carefully, her mind racing through possible comebacks or answers, but outside she stayed as silent as a grave, waiting for him to make the next move. Surprisingly, it never came. He was waiting for her to do the same, his only remaining eye lingering on her pale face.

In the end, though, she won. "So, tell me, kid. What are you doing here?"

She shifted uncomfortabily, averting her gaze to the suddenly interesting part of the blanket resting softly on her lap.

"I..." She swallowed "I really don't know for sure."

Nick Fury remained silent, giving her cue to continue.

The girl swallowed loudly once more. "I talked with mysel... No, with Peter when all this madness ended. You know how weird it is to talk to yourself? Anyway, apparently, I'm missing a great deal of memories from the last months, since the blood was extracted to create us. I was angry, angry at you, and angry at everybody, and on top of that, I didn't want anything to do with the government since it was a government agency who started this... mess. Peter, though, just before we parted, told me to look for you, that we were 'cool' now and that SHIELD could take care of me... I've been running since then, with no food, no water and no place to stay. I've got only a name, with no documents or ID. I need help. Hell, even with all this superpowers I'm not even an adult, I need someone to take care of me. I went to high school, I had friends, a girlfriend... Then I wake up one day, sex-changed and with a stolen life... ...I need that life back! Or something with any resemblance to that life back... I need help, and I thought SHIELD could help me. I'm an illegal biologic experiment, no? I'm in your custody, remember?"

When she ended, he stood up for a moment. Silence reigned once more. His hand drew a cigar from one of his pockets and placed it in his mouth rapidly. With his back facing her, he approached the window, opening it prior to lighting the cigar in his mouth. He inhaled deeply the smoke, blowing it after a moment. As he smoked, his weight rested on the windowframe. He was about to speak, when a snort coming from the bed in the room interrupted him. He cocked his head in an angle to be able to see her.

"I thought you couldn't smoke inside the building"The girl raised an eyebrow in question.

He chuckled in response. "I'm the Boss here, kid, you'd do well not to forget that little piece of information"

"Even if there are people here who can wipe the floor with your rear anytime"

"Indeed" He responded smugly.

"Oh" She swallowed.

He smirked, humored at her sudden worry. "Listen kid, on with the original topic of this conversation, somewhat I knew that this would happen if one of you, the sane ones, of course, survived, so I had what you could call 'a little backup plan' up my sleeve. As I told your original self, Peter, I expected you to one day join the team. The offer still stands, as a condition for we taking care of you. I made a few calls today, and I have authorization to make you a member of the secret team, and maybe some day draw you into public light"

"what?" She asked, startled

"You said it, right now you're property of the government, my property, SHIELD's property. If you want us to take care of you, if you want to have a normal life, if you want to finish your education, you'll have to join the team as a condition. You have no legal tutor no more, so your status is, as of now, the same that would be if you were eighteen. But you have to chose it."

Her eyes were still as wide as saucers. "What do you mean with a 'normal' life?"

"Well, it wouldn't be exactly normal, but as close as it could get. You would be living and trained here, in the Triskelion. Also, you would be tutored by some of the staff here in some things. But as you are still a teenager, I have come to an 'agreement' with a mutual friend of us"

"What? Who?"

"Charles Xavier, kid. I'm told you know him and his people well. We aren't on the best terms right now, but he seems rather fond of Peter, and by extension, yourself. You need to be surrounded by people your age and you also need some therapy. I agreed with him to give you a couple of weekly sessions, to help you rebuild your own life, separated from Peter's. Also, you'd be attending some of their classes, as you need to complete your studies. If we don't come to an agreement, it pains me to say that you're on your own until we see fit to take you in, by force if necessary. So, what will it be, kid?"

The girl sighed "I've got no other choice, do I?" She asked whispering, with her arms around her covered legs and her chin resting on her knees.

"Afraid not, girl" Fury answered blowing smoke.

"What about Peter?" she asked suddenly.

"We still have our share of plans for him, but you are both separate entities right now. He will join though, and he will receive the best education in the near future, as will you if you wish to. The one thing true about what the CIA scientists said to you is that you both are the new Captain America, the new super-soldiers, and that's what SHIELD wants. But the choice is yours, of course.

She turned her face to the side and murmured quietly. "I'll do it, then. I'll join"

She didn't saw it, but his expression changed to a content smile. "Glad to hear that. Wise decision, I assure you. I'll go fill the papers then. What do you want to be called, by the way? Do you have a name?"

She shifted uncomfortably once more "I go by the name they gave me in the Lab. I'm somewhat accustomed to it now, so I think you can call me Jessica Drew. I't Jessica now"

"Ok, Jessica. By the way, Tony wanted me to congratulate you for your witty sarcasm back there outside"

Her head snapped up "Tony?"

"You know, Antonio Stark, the Iron Man, the man with the metal pipe you confronted"

Her face suddenly reddened as she pressed her hand in front of her eyes "Please, don't tell me I made fun of Tony Stark"

She could have sworn she heard him laughing. "Don't worry, he likes it. You'll meet him soon enough. You'll be introduced to the team in a couple of days, after some testing, Jessica. As of now, you can consider yourself Agent of SHIELD.

As he left the room she couldn't help to feel relieved. Maybe she had signed a contract with the devil, maybe not, but again, there was no turning back now and things seemed to get better. And the title of 'Jessica Drew Agent of SHIELD' was kind of cool. Her body drifted back to sleep with the smell of the cigar still lingering above her nose. The world went black.

A/N2: Well, how was it? As always, any doubt, suggestion or criticism is accepted, so feel free to say your views in the matter. Until the next time.

REVIEW and tell me.

The Mysterious Nobody