Disclaimer: Any characters and places in the Ultimate Marvel comics are property of Marvel, not me sadly

This is my first Ultimate Marvel fanfic and introduces the Ultimate version of the Scarlet Spider, it's an Au and takes place before the Ultimate Knights storyline of Ultimate Spider-man

The Scarlet Spider

Prologue: Guilt!

It was an old abandoned warehouse sometimes called by Peter Parker and Mary-Jane Watson the old place. The boy was crouched on the floor several tears on his red and blue costume as well as cuts and bruises on his body, though he wore an identical costume he was not Spider-man, he was not Peter Parker. In his opinion he was a mere copy of life, and a tool for someone else the only reason he existed was for the terrible crime he had committed. And worst of all he did it at first without any doubts but then he felt worse than he would probably ever feel because he would bear the guilt for the rest of his life.

"Why did I have to be so foolish, why did I allow myself to be manipulated, why did I kill a good person?" he cried asking himself the question looking for an answer as he painfully recounted everything that had happened to this point.

He awoke in an apartment; the memories of fifteen years implanted within him the lies that he allowed himself to believe that he was fifteen when he had only been in this world for a few days or a week at best. No parents, at least that was true, according to his implanted memories the Kingpin had killed them, which was why he took a costume and used his mutant Spider powers to gain revenge.

The clone looked to his side seeing a paper with the title "Spider-man: Hero or Menace!" and swore as his implanted memories told him of his made up encounters with an impersonator.

'Time to do what I decided to do last night, find this guy and shut him down permanently before Fury gets his hands on him' The clone thought as he put on his spider-man costume a perfect copy of the originals unlike him who was different in appearance as well as attitude.

He swung across the city almost the exact same way that the real Spider-man did. It was the weekend so he wouldn't need to worry about school, his delusional impersonator would likely seek him out as he did the last time. The clone landed on the spire of the Empire state building and frowned as a news helicopter flew around him.

Elsewhere on an island complex known as the Triskelon General Nicholas Fury of the organisation known as S.H.I.E.L.D sat in his office overlooking paper forms with specs on the latest additions to the complex's research facility, Scorpion an identical clone of Peter Parker who had a cybernetic tail grafted onto his spine and the clone of Gwen Stacy who would randomly change into a blood red vampiric creature that had come to be known as Carnage.

"General Fury sir, sorry to bother you but you may want to turn your TV on right now!" Fury's receptionist said on the phone. The one eyed General sighed as he turned on the miniature television screen on his desk and widened his eye at what he saw.

"What the hell?" he asked.

CNN was recording a fight between two Spider-men, Fury changed the channel and saw that the usual repeat of CSI was cancelled in favour of a live video recording of the fight between the twin Spider-men as the high school geeks filming called them. The soldier grinded his teeth together as every channel he switched to cancelled their usual programs for the fight. He picked up his phone and began dialling a few numbers.

'Even if they're independent now Peter will need some help from the Ultimates' Fury thought.

At the Xavier mansion in Westchester the still grieving X-men were also faced with some shock. Bobby Drake had turned the TV on to change the mood in the living area but instead of Scrubs he found two red and blue costumed teenagers punching each other in the streets.

"Oh my god!" Kitty said springing up off her chair and staring at the screen intensively. She turned her head towards the current principal of the school Scott Summers.

Scott knew exactly what she was going to ask and shook his head "I'm sorry Kitty but as much as I want to I'm afraid we don't have a way of getting there with the jet destroyed" he said sincerely.

"We don't need a freaking jet to get to New York Summers that's why bikes and cars were invented besides it would actually cost us less money paying for car fuel than paying for jet fuel" Logan said getting of his seat leaving his beer behind.

"And don't forget some of us can fly" Ororo said following Logan as he put his brown leather jacket on and walked to the garage. Kitty phased through the walls and jumped onto the back of Logan's motorcycle.

"They're going to a super hero fight without costumes, what's the world coming to?" Bobby asked throwing his arms up in defeat as he, Rogue and Piotr Rasputin walked to the garage and got into one of the cars.

"Well Slim they do bring up a point, it might just be one guy but they could get hurt and knowing Kitty if Peter gets hurt she'll do something she'll regret" Jean said rubbing her boyfriends shoulder.

"Literally just a few hours after the professor's funeral and another thing happens" Scott squeezed his fists in anger. "As soon as we finish helping Peter then we're done with super heroics"

Earlier in Queens at the Parker residence the real Peter Parker had seen the Daily Bugle's video of a man in a Spider-man costume standing on the top of the spire of the Empire State Building.

"The things people do for some attention" May Parker said shaking her head disapprovingly.

"I should go if that guy ends up getting himself killed then the media will have a field day, "Spider-man's mind controlling influence causes a innocent man to climb up the Empire state building and jump off"" Peter said joking as he always did.

"Please be careful Peter" May said sincerely.

"Don't worry Aunt May it's just some nut with really good climbing equipment who likes to dress up as me, I'll be back later ok" Peter said smiling as he grabbed his bag and walked out of the door leaving his concerned Aunt behind.

A few minutes later the real Spider-man Peter Parker swung through the city of New York towards the building where his doppelganger waited for him.

"I knew you'd come" the clone said his voice filled with rage.

"Did you now?" Peter asked his voice in a mocking tone.

"Did you think that you could take my name AND GET AWAY WITH IT!!" The clone leapt at Peter grabbing him and pushing him off the edge of the building.

"That's my line" Peter smiled as he and the clone grappled with one another as they fell off the building. However much to Peter's surprise it took a full on kick to get the clone off of him and even then he was surprised as the clone launched two webs from his wrists sticking to Peter's shoulder, her pulled on the lines catapulting himself at Peter and kicking him in the chest.

'Man who the hell is this guy, he kicks as hard as anyone's ever kicked before, well maybe not as hard as the Goblins could' Peter thought as he shot a web onto one of the flagpoles that stuck out of the building, he used the line to swing himself back onto the building. He climbed up towards the clone dodging one swift kick with one quick movement of his neck.

"Who are you another clone that the CIA had created?" Peter asked.

"Your more delusional than I thought, you actually think you're the real Spider-man" The clone said punching Peter away from the wall. Peter shot a web line at the clone catching his shoulder; he then spun around and threw the clone across off the wall of the building and towards the building opposite.

However the clone spun in midair and landed his feet softly on the brick wall rebounding towards Peter. The Clone punched Peter across the face then grabbed his shoulders and threw him through the window of the empire state building. Peter shook his head as he got up off the floor, there was a tear on the shoulder of his suit and his right eye lens had been cracked. He shot two webs either side of the window he had crashed through and pulled back using the webs as a slingshot to launch himself at the clone. Both Spider-men crashed onto the bonnet of a cab car. They got up shaking their heads before punching each other across the cheeks; the clone however was not pulling his punches and sent Peter flying off the car and colliding with a bus. Peter shook his head and frowned as he decided to get serious, no more words were spoken as the traded brutal punches and kicks, they swung across the city occasionally landing a hit on one another or crashing through the window of an office building and wrestling each other more. The clone head butted Peter then punched him in the stomach. Peter then landed on his back and thrust his legs into the clone's stomach. The clone grabbed Peter's head tearing a bit off the back of his mask then smashing his head against his knee. Peter got up off the floor and punched the clone so hard in the face that his left eye lens cracked and scattered across the floor. The clone wrapped his legs around Peter's neck and threw him backwards into a brick wall.

Meanwhile a S.H.I.E.L.D drop ship containing a few S.H.I.E.L.D agents as well as Captain America, Hawkeye and a recent new addition the Black Panther. While the S.H.I.E.L.D agents loaded the weapons filled with Tranquilliser darts the three Ultimates braced themselves for the upcoming fight.

"By the time we get there they'll both be too tired to fight back" Hawkeye said loading one of his pistols.

"We're only here for the copycat Hawkeye, as soon as we capture the pretender then we hand him over to S.H.I.E.L.D. authorities" Captain America said.

"We're five minutes from the drop zone" The squad leader of the agents said loading a clip into his rifle.

Peter cursed his dumb luck as he was once again thrown through a brick wall and onto the hood of an abandoned taxi car. His clone jumped on top of the car and began pounding Peter's face senseless, Peter moaned as he spun a web at a post box behind the clone, he mustered all of his strength and pulled the mail box towards him crashing it on the clones back. With the clone temporarily distracted Peter again mustered his strength and delivered a crushing blow to the back of the clones head, however the clone was far more determined than his predecessors and delivered an uppercut to Peter's jaw. Peter clutched his mouth having felt some of his teeth shatter with that blow, he never really realised how strong he actually was considering he pulled his punches most of the time. However he had no time to attack again as the clone tripped him up and grabbed his mask.

"QUIT HIDING BEHIND THAT MASK COWARD!!" The clone yelled tearing a bit of the mask off revealing Peter's bruised mouth.

Peter bit down on the clones fingers, he howled in pain before punching Peter away from him and shaking his hands. Both grabbed and pulled on the hair that stuck out of the back of their torn masks and forced each other to the ground, Peter threw the clone into an alleyway pulling out a few strands of the clones brown hair.

Helicopters from various news stations circled the city recording the brutal and bloody fight between the two Spider-men. Some of the news reporters commentated the fight as if it was a sports game while others talked more professionally.

Both Spider-men yelled as they smashed their fists together their fight having reach the rooftop of yet another building. The clone then slammed his head into Peter's ignoring the pain before he was punched in the stomach and sent staggering back. He growled in anger before yelling out and gathering his strength into one punch to Peter's stomach that sent him to the floor.

Across the city people who watched the fight on their TV's began turning them off or sending their children out of the room. In the Parker house in Queens May began shedding tears as she watched her nephew being beaten to a bloody pulp. Mary Jane cried her heart out uttering words of mercy ignoring the looks of her mother.

"Oh my go he's actually killing him, REED WE NEED TO GET THERE NOW!!" Johnny Storm the Human Torch yelled before setting himself on fire and flying out of the Baxter building leaving a burnt hole in the window he flew through.
"The brutality of it all is just too much to bare, is this Spider-man's last hour or is it only proving how right the Daily Bugle and the police have been about him?" A woman news reporter said looking at the scene from her helicopter in shock.
"God damn it I'm so confused, is that Spider-man being beaten to death or is it the pretender, it's just too much to bare" Kong said as he and a few school friends watched the fight from his house. Liz Allen held her mouth and ran to the bathroom to vomit and Flash grinded his teeth together, even if he was no fan of spider-man he never would of wanted this to happen.
The clone stood over Peter's motionless body breathing aggressively. He reached for the boys mask and tore it off gasping at what he was. Peter's face could barely be identified, it was bruised, bloody and practically crushed from the beating he had been given and his black eyes were now lifeless. The clone looked at his trembling and bloodied hand and suddenly clutched his head in pain as memories of another life a life he had just taken flooded into his mind. He gasped as he fell on his hands and knees staring at the form of the boy he had just beaten to death, a hero he had removed from a world that needed them.

'No way, I remember my life, or was it just a twisted version of his, oh my god I killed him I killed him I killed him!' The clone screamed looking at the helicopters around him with tears under the cracked lenses of his mask. 'I took him from Mary-Jane, I took him from May, why was I so foolish?' He asked himself until his spider-sense began ringing. He slowly got up off the floor and looked to see a S.H.I.E.L.D. drop ship floating beside the building he was on. 'Great just when I thought my mood couldn't get any worse!'

The drop ship opened its doors and a swarm of soldiers wearing light blue costumes with the S.H.I.E.L.D insignia on their shoulders flew towards the Spider-man clone.

Next Chapter 1: The manhunt begins

Tell me what you think, next chapter features the FF, X-men and the Ultimates (from Ultimates 3) as well as the worlds reaction to Spider-man's/Peter Parker's death. And nobody point out that there's already a Ben Reilly in the Ultimate universe because I already know what I'm going to call the clones alter ego, it's a name fans of the Avengers Initiative comics should know well.