"Marvel: Tomorrow MAX"

Chapter 1: "Winter Blind"

Disclaimer: This incarnation of the Marvel Universe is my idea, but the original fictional universe from which it was sourced belongs to Marvel Comics. I derive no monetary profit from this story whatsoever, only grim satisfaction that someone has read this.

Author's note: I left the last volume of Marvel: Tomorrow on a pretty grim note, what with Arachne's temperament darkening increasingly due to the Venom symbiote's influence, the Knights beginning to fall apart from within, and Cuayin intending to wage war with the entire world to build her desired utopia. How will all this be resolved? Well, you'll just have to read and find out.

She used to be an ordinary girl. Then a spider came along . . . and changed everything. Encoded with the DNA of the original Spider-Man, she was blessed and cursed with great power. This power changed her life, both for good and for ill. She discovered great love, and great horror. She made friends, enemies, and acquaintances she was not sure how to classify.

But things changed. The effort required to keep her life as an ordinary high school student separate from her life as a rebel against a corrupt establishment proved to be a great strain upon her. Exacerbating this strain was the original Venom symbiote, somehow having escaped its confinement by S.H.I.E.L.D. and bonded with her after consuming its artificially engineered doppelgangers. Increasing her powers, but also amplifying her darker desires, the symbiote exerted increasing influence over her, feeding on her resentments and fears to separate her from her friends.

Now, she is a spider alone, teetering on the edge of ecstasy and damnation. But she may not be alone for much longer. . . .

"You still haven't seen her?" Artemis asked.

"No," Fearless replied, turning her head to acknowledge the Irish-Greek kunoichi. "And she's not responding to any of my calls."

"You could always track her down via bodyslide," Artemis suggested.

"I could . . . but would she listen to me if I did?" Fearless asked. She sighed and pounded the divider bar of the clock tower's balcony. "She hasn't even been home in over a week. Her parents and sister are tearing themselves apart with worry."

"If she doesn't want to be found, she won't be found," Artemis said. "Even I can't change that."

"Arachne's still active," Fearless said. "But she's gotten harsher. Jumped in the middle of a gang fight. Crippled them all. And that was just last night."

"What's happening to her?" Artemis asked. "She was always so sweet and all."

"Beware the nice ones," the silver-cloaked Tsukikishi piped up. "At least the mean ones will let you know they've got it in them right from the goddamn start."

"It's something else," Fearless answered. "I'm certain of it. I got in touch with Night Thrasher a few nights ago, and it turns out the original Venom symbiote paid the New Warriors a visit, apparently following the Venom Troopers that came to retrieve the symbiote Arachne took from the Thunderbolts' Venom. It ate the Venom Troopers' symbiotes, but the New Warriors drove it off. Then . . . that apartment complex . . . it ate an entire floor's residency, and it hasn't been seen since."

"You think it bonded with Arachne?" Artemis asked.

"It's possible," Fearless replied.

"Should we get Parker?" Tsukikishi asked.

"No . . . we do this in-house," Fearless answered. "If she sees Parker and she's really bonded to the Venom symbiote, she's likely to be even less open to reason."

Nightshade teleported in. "So we're doing it? We're going after Spider-Lady?"

"Yeah," Fearless confirmed. "We just need to come up with a plan first."

Elsewhere in New York City, Winter Soldier was emptying the energy pack of his pistol into a burly young man garbed in black and gray. The bursts staggered the young man, but as his nom de guerre "Armor" suggested, it would take a lot more than what Winter Soldier had at the moment to bring him down. In fact, "Armor" had gotten sick and tired of just standing there and taking Winter Soldier's gunfire . . . and the Soldier had just run out of energy.

Armor went into a dead run at Winter Soldier, who jumped up and flipped over him, drawing two more pistols and firing both at his back while airborne. He landed agilely on the ground and spread his arms to fire at Armor's compatriots "Heat" and "Breath." Heat retaliated with a blast of her namesake at Winter Soldier, only for him to jump out of the way. Breath breathed in deeply and exhaled a vicious gust that knocked Winter Soldier down.

Winter Soldier sprang to his feet and resumed shooting at Breath; it wasn't like a bunch of hot (or cold) air would protect him from energy. Indeed, it didn't; the blast got Breath in the shoulder, while Heat avenged him with a thermal shot at Winter Soldier. Of course, Winter Soldier's reflexes were fast enough that he was able to tag her as well.

"A little help?" he mumbled.

"I thought you could take care of yourself just fine without me," a mocking feminine voice answered.

"Fine. Please help me," he muttered.

"Who are you talking to, pretty boy?" Armor taunted.

"The woman who's going to kick your sorry ass," Winter Soldier replied with a feral smirk. Then he muttered to himself, "As soon as she can be bothered to show up."

"And that would be me!" a somewhat demonic-sounding female voice declared from above.

Arachne came down swinging with such force that she knocked Armor off his feet, only for her to flip off him and generously spray Heat and Breath with webbing while airborne. She landed on her feet and looked around. "Is that it?"

"Were you here all along?" Winter Soldier asked.

"Yeah, I was watching you clean house," Arachne replied caustically. "Just got in on it 'cause I was bored."

Arachne looked considerably different from how Winter Soldier had first known her. First, her costume had mutated, now resembling human muscle in texture, and the spider symbol had thickened enough to resemble an actual spider that had attached itself to her front. Second, she carried herself like someone who was ready for anything that could be thrown at her and was even daring those things to be thrown. Third, and Winter Soldier was ashamed that he'd noticed, she seemed to have grown slightly in those areas Iron Cage had once referred to as "all the right places."

Just then, Armor rose to his feet. "You little bitch . . ."

And at that moment, Arachne's spider-sense went off, slowing down her perception of her surroundings. She saw a speeding figure accelerating toward her and Winter Soldier and launched herself into the air to evade. Winter Soldier threw himself to the side and opened fire on the speedster, only for said speedster to dodge every shot fired with ridiculous ease. The speedster punched Winter Soldier in the chest, stopping to reveal that it was a girl in an outfit that seemed to be made almost entirely of leather straps.

The speedster, Motion, subsequently found Arachne coming at her with her leg extended for a flying kick but was able to react fast enough to grab her ankle and turn her momentum against her. Arachne flipped while airborne and peppered Motion with web bullets, which Motion dodged. Arachne's spider-sense went off again and she twisted to kick Armor, who was making a move to grab her.

Just then, she was suddenly overcome by her suit's internal cries of pain. Arachne whirled toward the source of the pain, finding Heat bringing down her namesake hard on the spider hybrid. The suit wanted to escape from the heat, its muscle-like carapace beginning to strip itself away from Arachne.

"Does that hurt, Spider-bitch?" Heat asked.

Summoning up all her will, Arachne pointed her hand at Heat and hyper-extended the fingers of her suit as blades, spearing the thermokinetic. Fortunately or unfortunately, Arachne had deliberately aimed the hyperextensions away from Heat's vitals, so Heat would live. Arachne reeled in the hyperextensions, pulling Heat closer for a vicious punch that knocked her to the ground.

"You'll pay for doing that to Heat!" Motion shouted, speeding toward Arachne. Thanks to her spider-sense, Arachne was more than capable of keeping up mentally with Motion. Of course, keeping up physically was another matter, something Arachne struggled with even with her spider-sense. Despite that, Arachne managed to ensnare Motion in thick webbing and then throw her like a hammer into a nearby parked car.

Just then, Arachne felt a strong gust of wind aimed at her. Thanks to her adhesive ability, she managed to stay rooted to the street. She smiled cruelly beneath her mask and went down on her hands and knees, digging her fingers into the ground. Then . . . she looked up at Breath.

"Thanks, man. I was a little warm."

She ripped an entire section of street off the ground, which had the very intentional effect of knocking Breath off his feet. With a mighty yell, she whirled around and used that section of street she had torn off to bash Armor over the head. While Armor was disoriented from the hit, Arachne ricocheted around him, hitting him again and again and again until he finally went down.

"That should be all of them," Arachne remarked.

"You could be bothered to show some restraint," Winter Soldier remarked.

"And you could be bothered to shoot that thermo witch when she was trying to fry me!" Arachne retorted.

Winter Soldier shrugged. "So I could be. You think that's the end of Genetech's freak show?"

"Those guys? No." Arachne smirked behind her mask. "But we did send them a message tonight. They're going to have to try harder than this."

"Where are you staying?"

"You don't need to know that." Arachne fired a web-line from the back of her hand and gripped it as it found a secure anchor high above. "See you later." She swung away from a bewildered Winter Soldier, who got on his razorbike and rode away from the scene.

Arachne swung on her web-lines until she reached a hotel complex. She crawled on the façade, looking for a room that was utterly unoccupied. Once she found a room that fit her requirements, she placed both hands on the window and pulled, her adhesiveness causing the windowpane to come off. She slipped inside the hotel room and replaced the windowpane, then morphed the suit into the features and clothing of a woman ten years older than her genuine age. She climbed into the bed and lay there, watching late-night anime until she finally fell asleep.

The next morning, Karin Kusanagi rode to school, spotting a Caucasian man with a shaved head passing out pamphlets at the last mile before Midtown High. Karin took a closer look at those pamphlets and read two words she found absolutely dreadful: White Power.

"Damn neo-Nazis," Karin mumbled and rode along the curb until she reached the man, who had just passed another pamphlet to a passing young man. "Hey, asshole. What's that you're passing out?"

"Tickets to join the struggle," the man replied.

"What struggle?" Karin asked.

"Open your eyes, girl," the man answered. "The struggle to purify this country, to take it back from the swarming locusts."

"Oh, I get it," Karin sneered. "You're talking about genocide."

"Genocide?" the man repeated. "They don't even qualify as a race."

Karin got off her motorcycle and grabbed the man's remaining pamphlets, shredding them viciously. "You bitch!" the man yelled. "That's my First Amendment rights you're peeing on, you c#!"

"First Amendment?" Karin scoffed. "Nobody cares about that crap anymore. They haven't cared in fifty years."

The man swung at her, but Karin easily dodged his punch and grabbed his outstretched arm to toss him over her shoulder. "In case you don't know, there's a school one mile away from here. There are kids who don't need to have their minds polluted with that garbage you're spewing. Get the f# out of here."

The man growled angrily but obeyed her instruction. Karin got on her motorcycle and rode the last mile to school, where she parked her bike, placed her helmet in its holder, and walked into the school building.

Some periods later, Karin was just about to leave class when she could hear the sounds of a fight in the distance . . . getting not so distant. Her classmates poured out, smelling blood (figuratively), so it was easy for Karin to disappear within that swarm. When she got close enough, she saw several white students beating on a singular black student . . . and she recognized the student being beaten.

"Jack!" Karin shouted, breaking loose of the mob that was simply content to either watch or cheer on the fight. She dived into the brawl and pulled one of the assaulters off Jack. That young man slammed his elbow into her face, but Karin took the hit, holding on to his arm and using it as leverage to throw him. Another of the assaulters went to attack her, but Karin tripped him with an agile sweep of her leg.

She picked up the third assaulter and turned him around for a punch only to be shocked when she saw who it was. "Ethan?"

"Karin?! You're sticking up for this n#&?"

Karin smacked him to the ground. "That's not a word I thought would ever pass through your lips. That's not a word I ever want to hear from your mouth again. Are we clear?"

"You're not my goddamn mother!" Ethan yelled, rising to his feet just as the teacher came calling.

"What the hell is going on here?!" he shouted.

Karin looked at the teacher and gestured at the three boys that had been beating Jack up. "Ask them. I'm going to lunch."

"No, young lady, you're going to stay right here and explain yourself," the teacher answered.

"Fine," Karin muttered.

After about thirty minutes of telling and retelling what she had seen – and having to hear the perspectives of the boys who had perpetrated the assault – Karin was finally allowed to go to lunch, but only if she went to see the nurse first. Thus, Karin went to the nurse's office, where the strawberry blonde woman gaped in horror at the bruises on her face.

"Relax, Nurse Ratchet," Karin remarked with a languorous smirk. "He only got one good hit. And that was all I allowed him."

"It's Nurse Applegate to you," the nurse answered sharply but with no real malice in her voice. "Save the nicknames for your girlfriend."

Karin's smirk fell.

"I'm sorry . . ." Nurse Applegate said. "It's a shame she's gone missing, you know. She was always so sweet."

"I know," Karin murmured. "Anyway, just patch up my nose and I'll get out of your hair."

"Sure, sure," Nurse Applegate replied. "Now just stay still."

After getting patched up by Nurse Applegate, Karin went to lunch, where she ate alone. Jenna blamed Audrey's disappearance on Karin and as such was in no mood to eat with the girl. Troy had tried to offer a shoulder to cry on; figuratively, as Karin was not usually given to such outbursts of emotion. Of course, Karin had rejected his offers of succor and chosen to withdraw into solitude.

Just as the lunch period was about to finish, Karin heard heavy footsteps approaching her. She forced herself to look relaxed, despite the fact that she knew that whoever was approaching her did not have the best intentions at heart for her. As soon as the footsteps reached her, she felt someone's breath in her ear and a voice whispering, "Come to the atrium after school lets out, bitch. We're settling this before you get to go home."

Just as the last word got out, the breath on her ear disappeared and the footsteps rapidly receded. Karin hissed angrily. She wasn't intimidated; if anything, she was pissed off. If she got into enough fights at school, people would start asking where she learned how to fight . . . and that would lead to her cover getting blown.

After school let out, Karin headed straight for the atrium. "I'm here, bastards. Show yourselves."

The boys who had been pummeling Jack earlier, minus Ethan, stepped out of their hiding places. "Glad you could make it," one of them said.

"Yeah, you bitch," the other one added.

"What do you want?" Karin asked. "Not enough that I kicked your ass before? You want some more? You're gluttons for punishment?"

"Yeah," the first boy, a crew-cut blond, sneered. "Yours."

"Uh-huh," the other boy, this one with a clean-shaven head, added. "We're gonna tear that ass up."

"Really?" Karin mocked. "Come on, little boys. I'm waiting."

The crew-cut boy lunged at Karin, only for Karin to sidestep his charge and trip him. The skinhead boy rushed Karin, but Karin appeared in front of him faster than he could see and punched him in the stomach, knocking the breath out of him. She sidestepped out of his way, allowing him to fall flat on his face.

"Is that all you have?" Karin asked.

The two boys got up and wiped their faces off. "We're not gonna be beaten by a goddamn d#&!"

"Suit yourselves," Karin answered lazily.

The two boys came at her from opposite sides, believing she couldn't dodge them both simultaneously. Karin proved them wrong by jumping up and throwing both legs out in fierce kicks that struck both boys in their foreheads. She landed on her hands in a backward flip and landed on her feet with a cold stare. She grabbed the skinhead boy by the collar of his shirt and pulled down said collar, seeing a tattoo of a swastika within an armor-like sphere on the nape of his neck.

Damn it, Karin thought. It's worse than I thought. And Ethan's involved with those bastards?

That night, Karin was suited up as Fearless and looking for Audrey. She leaped from rooftop to rooftop, listening for her former lover's distinctive heartbeat. When she was finally able to distinguish Audrey's heartbeat from the other sounds filling the city, she sped toward that heartbeat, moving closer and closer until she reached . . . a nightclub.

Fearless ducked into a nearby alley, where she removed her facemask and turned on the face-scrambler, concealing her identity from any nosy security cameras or surveillance drones. With her identity safe, Karin slipped into the club, not planning on waiting in line, not when she needed so badly to see Audrey. Once inside, Karin thought she'd suffer sensory overload; the throbbing beat of the music, the heartbeats of the patrons, the scent of lust in the air, and people brushing against her every which way she went.

Fighting the urge to just collapse from the influx of sensations, Karin moved through the crowd, searching out Audrey's heartbeat. When she got close enough, she could see the face behind Audrey's heartbeat . . . and it wasn't quite Audrey's face. For one, the face was a lot finer-featured than the kittenish features she was accustomed to seeing on Audrey. For another, she was wearing a skimpy black leather dress that Audrey wouldn't have had the nerve to wear ever. For a third, the girl's hair was honey blonde and her eyes were an almost-violet blue.

But it was Audrey. The heartbeat, the scent, the way she moved and breathed . . . there was no way around it, it was her. The only problem with that was that she was grinding herself against the front of a spiky-haired man who had to be at least ten years older than her and he was grinding his crotch into her leather-clad backside. The sight filled Karin with so much jealous rage that she stormed in their direction, heedless of the dancers in her way.

"Who's she?" Audrey asked the man mock innocently. "Jealous girlfriend? Sister? Cousin?"

"I don't know who she is," the man whispered. "Let's just keep dancing, baby."

"Let's not, 'baby,'" Karin snarled, punching the man – who happened to be at least a head taller than Audrey – in the chin. The man stumbled off Audrey, reeling from the punch. Karin turned to Audrey. "You're coming with me. Now."

"You can't tell me what to do," Audrey sneered.

"If the next words about to come out of your mouth are 'you're not my mother,' I'm going to be really pissed off!" Karin yelled. "Your mother, by the way, has been worried sick about you! She keeps calling to ask me if I've heard from you yet! What the hell am I supposed to tell her, you're busy cavorting with strange men?!"

Audrey fumed.

"It's important," Karin said, her voice calmer. "It's about Ethan."

"Ethan?" Audrey echoed. She looked at the man she had just been dancing with. "Sorry, baby. I gotta go now. Been fun."

Once outside the club and a safe distance away, Karin looked inquisitively at Audrey. "What's with the new look? Hologram?"

"Something better," Audrey replied with a smirk. "Now what's this about Ethan?"

"Ethan Evans . . . has apparently joined a neo-Nazi gang," Karin explained. "He was beating Jack up with a couple of boys in school today. I managed to stop them, but the boys he was with came after me after school. Kicked their asses, though, but that's not the important thing."

"What do you want me to do about it?"

"I want you to talk to him. He was closer to you than to me, and he really seemed to like you. If you could reason with him . . ."


"I hope you're not trying to say that you don't give a damn what happens to him."

Audrey scowled at Karin. "And what if that's what I'm saying?"

"I don't believe you." Karin stared evenly at Audrey. "I don't believe you don't care."

"Really?" Audrey's tone was one of deadly amusement.

Karin's eyes narrowed. "This is serious, Audrey."

"And I'm serious, too. I'm done with that life."

"You mean to tell me that you're going to wash your hands clean of everyone you care about? Even me? Even Ethan?"

"Like I said, I'm done with that life. And I'm done with you." Audrey turned to walk away, only for Karin to grab her wrist and try to pull her back. Audrey's response was to roughly pull her wrist free of Karin's grip. "Don't touch me."

"You used to love it when I touched you," Karin whispered.

"That's in the past," Audrey replied.

As Audrey walked away, Karin called out to her. "You might not care about being Audrey anymore . . . you might not care about me anymore . . . but don't you dare tell me you don't care about saving the innocent anymore! Don't you dare!"

Garnering no response from Audrey, Karin put her mask back on and fired an energy grapple from her baton. The grapple secured itself to a streetlight and she swung up on it. Some distance from her, Audrey's dress and "face" melted into a mass of crawling black tendrils that re-formed around her body into the twisted living fabric of her costume. Costumed again, Audrey fired a web-line from the back of her hand and swung in the opposite direction in which Karin had gone.

As she swung, she thought of Ethan, of the sweet boy who had volunteered to show her around when she'd first come to Midtown High. He had been rather shy around her, although Audrey hadn't thought she was much to look at, a shy little bookworm who hid her body behind shapeless sweats and baggy jeans. Jenna had intimated to her more than once that she thought Ethan had a crush on her, but Audrey had waved it off. Who'd be attracted to her when there were so many conventionally pretty cheerleader types around?

Then Ethan's father had died last summer, an undercover cop busting up a drug buy that he had arranged to set up a local drug dealer. Audrey had tried to console Ethan, but the slightly older boy had withdrawn into himself, to the point that he rejected her company and she'd had to reluctantly declare him a lost cause. Every now and again, she'd thought of him, and hoped that he would come around someday.

If what Karin had told her was right, Ethan had seriously wandered off the beaten path. He was in more trouble than she thought . . . and her own issues didn't matter anymore. Karin was right; she was going to do everything in her power to get Ethan out of there . . . because he was better than that.

Meanwhile, Karin had returned to the Knights' clock tower and was now accessing its computer database to search for the symbol she had seen tattooed on the skinhead's neck. The search spat out a positive match and Karin accessed it.

"Panzerblatt . . ."

End Notes: That's the first chapter of Marvel: Tomorrow MAX. Now you know what's happened to everyone since the end of Tomorrow Knights. Well, not quite everyone; there's still the thing with Cuayin and her forces, which will be revisited soon enough in this story. In the meantime, content yourself with Winter Soldier and Arachne fighting some neo-Nazi scumbags and their leader, who was largely created by my good comrade The Wolf Demon. As to who that guy is, I'll just say for now that he's the futuristic version of a Nazi-affiliated Marvel Comics villain and leave you with sincere thanks for reading.