New York City, 10:30 PM, July 17th, 2007.

Spiderman was swinging through the buildings in Manhattan, "a quiet night, I haven't had one of this for weeks"

"BOOOOM!" there was an explosion in a Skyscraper to his left, the building was on fire, a loud alarm had gone off and people in flames were running and jumping out the window, Spiderman managed to catch a man in midair, "Don't worry sir, your going to be ok!" Spidey looked down at the man, "What the…?"

The face of man he was carrying was deformed, the man stared at him with an angry glare, suddenly he grabbed spiderman's arm and prepared to take a big bite, fortunately Spidey's spider sense warned him just in time, he quickly let go of the man and the man fell down several stories in to a dark alley.

"What have I done!" Spidey realized; he quickly swung down to where the man had fallen. Laying on the ground with his face to the ground was the disfigured man, Spiderman ran to his side, "what have I done!" he angrily punched the ground, cracking the concrete, suddenly the man began to groan; "Are you all right sir?" Spiderman saw the man was still alive.

The man slowly got up, "Don't move sir! I'll get an ambulance for you!"; Spiderman was about to run out in to the street when the man put a hand on his shoulder, he turned around, only to barely dodge the man who had suddenly jumped at him with his teeth leading the way, the man landed flat on the floor, then slowly got up again and turned to face spiderman, pointed fang like teeth showing in his open mouth.

"What…. What are you?"

New York, 9:00 AM, January 10th, 2001

Matt Murdock was drinking coffee in a small diner and listening to the morning news when a woman that was sitting next to him spoke angrily, "what's he up to now! Hey Dan! could you turn up the sound please?"

"Do I know you from somewhere?" Matt Murdock turned to face her, "Yeah, you were the D.A. on David Xanatos's trial, "Elisa Maza, NYPD, I was a witness in the case" Matt raised his hand, "Small world" he smiled at her as they shook hands, "Matt Murdock, Lawyer"

They were interrupted by the voice of a woman speaking out of the TV, "We are here live at the inauguration of the UXO building where three of the world's biggest corporations have joined up to create a research facility dedicated to the benefit of man kind; Oscorp, Xanatos Enterprises and Umbrella corporation have teemed up to create a better tomorrow for all of us, now we'll take you to the press conference, where Mr. Xanatos, Mr. Osbourn and a representative from the Umbrella corporation will talk about their plans for the UXO building.

"Good, I rather hear it from his own words" Elisa stared angrily at the TV, "Who do you hate so much?" Matt Murdock said when he noticed the harsh tone of her voice, "Xanatos!" Elisa answered coldly, "Don't ask, long story, we have some history, I still can't believe they let him out".

"Thank you for being here, today we are gathered to celebrate the inauguration of a research center which has the best equipment and the greatest minds the world working together to find an answer to problems such as global worming, and more importantly a cure to diseases such as Aids, Cancer, and Diabetes, the first project to start running will be the Human Life Enhancement Project, or HLEP for short!"

"In other news, a woman claims that a giant bat like creature saved her from being mobbed in central park"

New York City, 11:15 PM, July 17th, 2007.

Spiderman was jumping over rooftops as Black Cat and Daredevil followed him, "How did all this happen" Daredevil said as he pushed a disfigured man over the edge of the building, "All I know is there was an explosion in the UXO building, and suddenly the whole city is running full of Zombies"

"It's like some sort of sick Videogame or a horror movie!" Black Cat said as she landed at the edge of a building and stared down at the streets, "There's more of them every second, where are they coming from?" Black Cat said as she jumped to the next building, "I think it's the UXO building, we have to hurry!" Spiderman jumped and shot a web and began to swing.

A few minutes later they were back in the UXO building, "This place looks like it has been deserted!" Black Cat said while she continued looking through the burned up building, "This way! I think I heard something!" Daredevil ran up a flight of stairs and came up to a metal door, "Is anybody in there?" he yelled , a small thud was barely audible, Spiderman and Black cat finally caught up to where he was.

"I think there's someone in there!" Black cat walked up to the door, and slowly placed her hand near the door, "the metal is still hot from the fire", Spiderman shot a web from each hand on to the door and pulled on them until the door crashed to the ground, a few coughs came from inside the room.

"Quick, there's someone in there!" Black cat shouted, a young man was standing in the center of the room with a shotgun in his hands, "Have you been bitten!" the man shouted with the gun in his hands pointing at them, "What?" Spiderman took a step closer to the man, "have you been bitten by the creatures!" the man stepped back, "No we haven't, why do you ask?" Daredevil also took a step closer, but this time the man lowered the gun and walked towards them, "Because that's how they turn you in to one of them!"

"You mean that they are not coming from inside the building, all those… things out there are people that have been turned in to one of… them?" Black Cat looked out the window astonished.

"You mean they got out!" the man yelled "I set up the explosion hoping they would be killed in it" the man walked up to the window and saw the city in havoc, suddenly another voice came from inside the room, "all we can do now is save as many none infected humans we can find and take them to a safe place" a red haired Bat like creature with glowing red eyes stepped in to the light, Black cat immediately stepped in to a fighting position, "Who are stepped in to a fighting position, "Who… what are you?"

"My name is Demona and I am a Gargoyle, I am the owner the Nightstone Corporation, Tom here is a spy I planted here to learn what they were up to in here"

Tom suddenly picked up where Demona finished, "When I learned that they were developing a virus that turns people in to those creatures out there, I immediately called my mother and…"

"Your mother?" Black cat said in a mocking tone and began laughing, "Yes, my mother" he said pointing towards Demona, Black cat stopped laughing, "as I was saying I called to inform her and she immediately came, we were going to put a stop to this atrocity when there was a leak of the virus and several of the scientists working on it began to crave for flesh, that's when we set up the explosion hoping that would end them.

"So what do we do now?" Spiderman asked, "Like I said, rescue those who are not infected, take them somewhere safe and then purge the city!"

"Purge the city?" Black cat asked, "Another explosion, only this one will have to take care of the whole city"

"How will we take everyone out of the city?" Daredevil asked, "we don't have to do it all at once, first things first, we have to destroy all the bridges so the creatures can not leave the island, then we will take all the survivors there" Demona Pointed to a building in the center of the city, "the Eyrie tower, they will be safe there and Xanatos will have a way to take them out of the city.

"Xanatos? I thought he was the one behind these, he is the one that owns this building" Black cat said as they started to walk towards the stairs and begin walking up to the roof, "I know Xanatos, and he wouldn't do something like this, this was most likely Oscorp's or Umbrella's doing" Demona answered.

"We need to move fast, Me, Demona and Tom will go pay Xanatos a visit, Black cat and Daredevil, I heard Dr. Richards and the fantastic four were in town, find them and tell them everything, look for any one that can help destroy the bridges and take civilians back to the eerie tower, we need all the help we can find"

Daredevil and Black Cat quickly jumped out in to the cold night of the city, "Want me to carry you Tom?"

Tom smiled, "I'm half Gargoyle, I have my own way to travel he said as he arched his back and a couple of Bat like wings shot out of his back, and please, call me Nightstone, only my mother calls me tom"

Demona and Nightstone glided next to Spiderman as he swung from building to building.

In another part of New York City

"Rogue! Behind you!" A ruby colored beam hit one of the strange creatures and sent it flaying through the air, "There's to many of them!" Shadow cat shouted as she ran through the creatures to where Cyclops was standing, "They are not mutants!" Storm shouted after forcing some of the creatures to retreat with a gust of wind.

"I don't know what they are, but they're like wild animals, I can't read a conscious thought out of any of them!" Jean lifted a bench and threw it at the creatures.

One of the zombies threw himself from a second story window, Rogue lifted her gaze as it was about to fall on her, but before it did a long Mechanized arm grabbed it and smashed it against a wall, "There's no use in fighting! We have to run away!" Doc. Octopus shouted as he pushed another one of the zombies in to a wall.

"who are you?" Cyclops said as he continued shooting ruby colored beams from his eyes, "Does it matter?" Doc. Oc. Said as he used his tentacles to climb on to a building's roof top, "Follow me!" he shouted down to them.

Jean lifted herself, Cyclops and Shadow Cat with her telekinetic powers, Storm flew behind them and Nightcrawler teleported Rogue, "I know who you are, I've seen you on the news, you're a fugitive!" Storm walked up to Doc. Oc. Who was waiting for them, "That's right mam, but I think you all agree that under the current situation the thing that matters is not who you are, but what you are; and until all this is over, those of us still human should stick together"

"Still human? Do you know what those things are?" Jean said looking down at the zombies trying to climb the wall, "They were human once, I saw how people that were bitten by those things turned in to others like them"

"look over there!" Rogue pointed to a place in the sky where a man in flames was shooting fire down at the ground.

Central Park

"What are those things?" the Invisible woman said as she protected a group of civilians from the zombies, "We won't be able to take them on much longer!" The human torch shot a stream of fire at the zombies, incinerating them instantly, "What's that noise!" Mr. Fantastic was barely able to curb his body enough before a giant green man ran past him, smashing all the creatures in his way, "It's the Hulk!" the Thing said as he ran to help Sue who was about to pass out for using her force field.

"Argh!!" Hulk turned around towards the Thing, "He's one of them!" the human Torch yelled as he attacked the hulk from behind, but Hulk didn't seem to notice him, instead he just charged to where Sue had just fallen unconscious, "oh! No you don't!" the Thing said as he tackled Hulk from the side and sent him smashing against a building.

Black Cat suddenly jumped from above the building where Hulk had crashed and landed next to the unconscious Sue, "Hurry, we have to take the civilians to safety!" She shouted to the rest of the Fantastic Team, "Up there" she pointed to the Eyrie tower, "that's where we need to take them".

"Should we trust her?" the Human Torch landed next to Mr. Fantasic's side, "We have to, we don't know what else to do!"

Eyrie Tower

"Are we all set Owen?" Xanatos was walking in circles in the main hall, "Yes sir, the field will be up and running in a couple of minutes"

"What is going on Xanatos?" Elisa Maza came barging in followed by Goliath and the rest of the Clan, "I was beginning to think you were actually trustworthy, but there's a war out there and those things came out of one of your buildings"

"It was Umbrella, the HLEP was supposed to be a medical research project, not a bio-weapon, they tricked me!"

"And what are you planning on doing?" Goliath saw how Owen was fast working on a laptop, "We've made a few modification's to the shield we used the night Oberon attacked, the only way to reach the tower will be through the sky, I'm going to need you and the clan to go out to the city and bring back to the tower all the none infected humans you can find"

"Good! Because that's what we were planning on doing" Demona stepped in to the room followed by Spiderman and Nightstone, "Demona! What are you doing her…" Brooklyn was interrupted by Goliath, "Why would you want to save humans?"

"I'm not interested in saving human lives, but I am interested in stopping that virus from spreading, if we let it leave the city the whole world will be doomed!"

"Then we are going to have to hurry and contain the infection" Dr. Richards interrupted, "What interesting creatures you are" he said as he examined Goliath and the other Gargoyles, "Sorry to be so rude and barge in like that, but time is running out" Black cat said as she walked over to Spiderman's side, "Where is Daredevil?" Spiderman noticed his absence, "he said he would go look for more help"

"The shield is up Mr. Xanatos"

"We must hurry, I'll send the steel clan, they'll be a good distraction while we get everyone up here"

"Brooklyn! I want you and Broadway to go find Talon, we're going to need his help!"

"Tom! Go with them, they might need some help!" Demona said as she turned around and headed out into the city.