Disclaimer- I do not own any of the characters used in the fanfiction. I am not affiliated with Marvel in any way, shape or form.

Note: This is a fanfic that mostly takes place during the same time as Ultimate Universe Reborn, including: Miles Morales becoming Spiderman, the Future Foundation vs. the Ultimates, and Kitty Pride and the X-Men battling William Stryker. Please enjoy and R&R.


"People often say that this or that person has not yet found himself. But the self is not something one finds, it is something one creates."

-Thomas Szasz, "Personal Conduct," The Second Sin, 1973

Secret S.H.I.E.L.D. Lab

One month ago

The home of Project Super-Soldier

But not anymore.

The building had been completely shut down after Doctor Otto Octavius had used it to create four genetically engineered clones of Peter Parker. Of Spiderman. Now all that was left was a dark, web-laced building. The only piece of equipment was a cylindrical compartment hidden beneath one of the rusting tiles.

Inside the compartment lay a person quickly growing, long brown hair lengthening multiple inches by the day. The compartment was labeled Ben Reilly.

Secret S.H.I.E.L.D. Lab


The secret facility had been quickly rebuilt and restarted a couple months after the Ultimatum Wave hit. One day it was empty and the next it was completely filled with government scientists and agents. It was being rebuilt for a single sole purpose.

To create weapons. Human weapons.

The government had recently decided to compete against the rising number of superhumans in other countries by starting a program to genetically engineer super soldiers. General Nick Fury gently trotted down the halls of the facility, looking into different rooms as he went by. In one room, scientists were at work building a suit of nanotech armor around a Caucasian man. In another, people were trying to hold down a squirming individual who was spewing fire from his mouth and screaming loudly, " I'm going to kill you!"

Fury reached the end of the hall and sighed, " Time to see how far they've gotten." He opened the door leading to an entirely white room. Lying in the middle of the room on a lab table was a girl surrounded by a glass tube. She looked to be around her mid-teens and had long dark hair and dark eyes. Her especially pale features seemed almost see through. She was labeled "Laura." General Fury smirked at the girl's likeness to the mutant known as Wolverine.

"So, how's the girl, Dr. Reilly?" Nick Fury addressed an African-American man.

"She's almost ready. All that's left is the adamantium bone graphing," Dr. Reilly said, not even looking at Fury as he scanned the girl.

One of the many projects that S.H.I.E.L.D. had been working on to create superhuman weapons was the Project Wolverine. The project was fondly called Laura Kinney after Dr. Reilly's deceased wife. To Nick Fury and the other agents of S.H.I.E.L.D. she was simply X-23 because she was in fact the 23rd try at cloning Wolverine's DNA.

After his death, DNA and adamantium samples were taken from his bones. It was easy to reconstruct the adamantium but the clones usually would not survive the process in which adamantium was applied to their bones.

"Should we begin?" Another scientist, a light skinned woman, asked Dr. Reilly.

"Yes. Begin the bone grafting now," Dr. Reilly said.

The glass case was taken off of the table and ten mechanical arms activated, holding test tubes, liquid adamantium filled to the top and silver needles, four inches long on glistening under the light.

"Start the process," Dr. Reilly stated. The metal arms proceeded forward and the needles were stuck into the girl: two on each arm, two on each leg and one on each side of her neck. The girl's eyes suddenly fluttered open and she began screaming loudly, terribly as the doctors looked on in anxiety, excitement and fear. Nick Fury just watched, his face not showing any emotion.

"50%...70%...95% of the adamantium added and vital signs are only slightly weakening," the woman scientist stated.

Suddenly the girl stopped screaming and the heart beat monitor stopped beeping completely. The girl's heart had stopped. Dr. Reilly looked down in shame.

"I'm sorry Doctor. Maybe next time," Nick Fury grimaced.

"100% added…she almost made it. I was sure that she was the one…" Dr. Reilly muttered.

Suddenly a loud beep enveloped the room. The girl gasped for breath and sat up.

"What?" Dr. Reilly shouted. Nick Fury just smiled.

The girl turned to Dr. Ben Reilly, "Who am I? Where am I?"

Dr. Reilly hurried up to the girl and grabbed her hands, "You, my dear, are Laura Kinney. I am Doctor Ben Reilly, head of the S.H.I.E.L.D. superhuman creation facility."

"Superhuman creation? I…I was created?" Suddenly two silver claws popped out of her hands and cut straight through Dr. Reilly's hands.

"AAAHHH!" They screamed simultaneously. Nick Fury rushed forward and pulled Dr. Reilly's hands out of her claws and stuck his thumb and index fingers on pressure points on the girl, knocking her out.

An hour later Dr. Reilly was cleanly stitched up and perfectly fine.

"So when is she going to be ready?" Nick Fury asked for the second time that day.

Dr. Reilly growled at Fury, "Ready for what? What's so important that we've had to rush this project so much that 22 clones have died? What exactly is going on, Fury? You already have your Ultimates? Why do you need her so quickly?"

Nick Fury just sat there in silence.

"It is his capacity for self-improvement and self-redemption which most distinguishes man from the mere brute."

AUNG SAN SUU KYI, Freedom from Fear

The Raft

Luke Cage grimaced as a tray of bread and a gray soup was slid through a panel into his cell. "Eat up. This is the last meal you're ever getting, dead boy," The guard laughed and continued through the ship. He'd been arrested with most of his ex-teammates for stealing the so-called "Asgardian God of Thunder", Thor's hammer, Mjolnir. After having been beating half to death by the Ultimates he was dragged to the superhuman prison known as The Raft. He'd been given the note just a few days after getting there.

It had read, Lucas Cage, you and the rest of "The Defenders" are sentenced to death for the disobeying of public law, the act of stealing a secret government weapon and associating with and obtaining powers from a known super criminal. You will be put to death in a month and half.

Luke Cage had lived the past few weeks in depression and he had wished he could undo everything that had started just six months earlier. They had done it just to get famous. They'd pretty much given up their lives to be superheroes. Bad ones too. They'd all hoped by recruiting Giant Man that they would have finally been the real deal but it only got worse and Kyle had even gotten shot. They'd thought it was all over but then that man had offered them a chance. They had, almost literally, sold their souls to the devil just to gain special powers. And look where it had gotten them. They were stuck in a superhuman jail and were to be executed in just a few hours.

The guard had made his rounds back to Luke and he looked inside and laughed, "So, big, black and scary: what's it feel like to know you're going to die?" Luke had, had enough. He stood up and rammed his shoulder into the adamantium door, denting it and pushing the guard to the ground.

"Agh! You bastard! I think you broke my arm! I am so going to enjoy it when you die!" The guard shouted and he hurried off.

The guard returned a few minutes later and unlocked the door to his cell, What is he doing? Luke thought. He clenched his fists, prepared that it could be time. He noticed someone walking behind the guard in a dark black suit, her long blonde hair hanging down over her shoulders. Luke recognized her as the Head of S.H.I.E.L.D.: Carol Danvers. The guard left the cell and locked the door behind him.

"Hello Mr. Cage," Carol Danvers said calmly.

Luke only grunted in response.

"So, I've heard you've thought a lot recently about what you did. Regretting it, I hope."

This time he actually spoke, "Yeah, I have. And I do regret it. Now, are you hear to kill me or is there something important you have to say?"

"I'm just here to talk, and to give you an opportunity," Carol Danvers smiled slightly.

"What type of opportunity?" Luke asked, suddenly interested.

"A chance for redemption. What would you say if I told you that I was forming a team, and anyone who joined would be pardoned completely of all previous acts of felony."

"I'd say: where do I sign up?" Luke smiled. He had it. He finally had it.

A chance to do something good.

"Never bend your head. Always hold it high. Look the world right in the eye."
- Helen Keller

San Francisco, California.

The music roared inside a club called X Power. It was an extremely liberal club for superhuman activists and hippies. Most of the time they were one and the same. The crowd cheered as the band on stage, Joan Gold and the Screaming Mimis reached the last couple lines of the song, Songbird, "You can't be me! You can't control me! You can't touch me! You can't have me! I'm a Songbird and I'm going to cry awaaaaayyyy! I'm going to sing my heart out! And I'm going to fly awaaaaayyyyy! And I'm going to fly-ay-ay-ay awaaaaayyyyyy!"

The lead singer finished the line as the guitarist beside her hit the last note. The singer had long pink and white dyed hair. Her blue eyes sparkled under the flashing lights.

"Thank you for having us! We love you all!" The singer, Melissa Joan Gold, shouted to the audience. The crowd screamed in response. The band, Melissa last, left the stage. The band was made up entirely of girls and they all began to undress and put on more comfortable clothes compared to their blue and white suits. Right as Melissa, or "Mel," was putting on a white T-shirt she was tapped on the shoulder. She turned around to a man in a suit just standing there smiling at her.

"Pervert! Get out of here! We're changing!" She shouted but all of the rest of the band just stood there, half changed, staring at the man. Her guitarist muttered, "Don't you know who that is Mel?"

"No, should I?" She said.

"No, it's actually bad that you're friends do. But I guess that's what we get with all the press nowadays. I'm Agent Mark Whitman of S.H.I.E.L.D. and I promise you I am no pervert," He said as he held his hand out to be shaken.

"Uh, hi," Mel said as she shook his hand, "Are you a fan or something? Do you want an autograph?"

"No I'm afraid I'm not and I'm here on business much more important that autographs. Ms. Gold please put on pants and come with me," he said, smiling lightly.

Mel hurried on a pair of jeans and followed the man.

"So, um, what do you need me for?" Melissa Joan gold asked.

Agent Whitman said, "Ms. Gold I know that you come from a troubled family. I know all about you're father's alcoholism and you're need to escape. I know how you formed this band just to rebel against your father and to get away from him. I know how you are having trouble with your band and the rest of the band members are hardly surviving economically. You may have a concentrated fan base here but they don't pay enough for you to really get along. I also know, most important of all, that you're a mutant with just the right ability to help a team S.H.I.E.L.D. is assembling."

"How do you know all that? A team? What?"

"What would you say if I told you we would personally take care of you and your team for the rest of your life if you come join the team?"


"All the time I feel I must justify my existence."

-Charles, Prince of Wales


The prince of Wakanda, T'Challa, sat unmoving on top of the tallest tower in the city. He stared in awe at all the green, lush forest surrounding the city as a hand grabbed his shoulder. The Black Panther hopped up and over whoever had grabbed his shoulder and with a, SNIKT, three adamantium claws popped out of his hands. He brought his arm around a woman in a black jump suit, claws at her throat.

"Whoa. Whoa, calm down Cat-boy. The name's Monica Chang. The Black Widow. We were on the New Ultimates together. Nick Fury wants you back, if you'll come. He's got a new team you'll fit right in on," Monica Chang spoke calmly.

Black Panther backed up, letting his claws go back up his arm. He made hands signs that said, "Why would I join him again?"

"We all need you. The world needs you. And he's willing to make a deal you can't resist, a deal to help Wakanda and they wouldn't even know we helped. You'd look like a hero," Monica said, looking into Black Panther's dark eyes.

He made signs, "Tell me more."

"Nothing is more responsible for the good old days than a bad memory."

-Franklin Pierce Adams

New York City

Marc Spector sat, drinking a coffee, in a Café in the Bronx. It was about 11:30 am and he was preparing to stay up late and party. That's all he did nowadays. After admitting to having witnessed the Kingpin's crimes he was forced to live a normal life.

Marc Spector looked out a window into the sky to see a shooting star pass by. I wish I could go back to the old days. When I was Moon Knight or when I was Ronin. Back to the good ol' days.

Just then a man sat in front of him in a suit.

"What do I owe the pleasure Agent Stock?" Marc said nonchalantly.

"What would you say if I told you-"


Secret S.H.I.E.L.D. lab

"I'm assembling a team. A team of the best undercover operatives in the world. The most unique people to step foot on this planet," Nick said as he stood up.

"So, what you're saying is that they're going to be your hit team," Dr. Reilly grumbled.

"To be completely honest, yes. And also, no word of them is to leave the room. They are to be so secret that only a select few people know about them. They are the most important of important secrets. If you tell on word about them: you will be dead quicker than you can say sorry," Nick Fury looked deep into Dr. Reilly's eyes.

"Fine. I'll have her ready tomorrow."

"Good, and also Doctor, please hurry with the other projects. There's still room for one member on the team."

Suddenly one of the many scientists ran into the room, "We found him, sir! It took all this time but we found him!"

"Oh, dear God!" Dr. Reilly shouted in delight as he hurried out of the room. Nick Fury followed after him.

Multiple floor tiles lay scattered around the floor. A huge hole took up about ten square feet.

"We've just found you're last member General," Dr. Reilly beamed at the hole.

"What?" General Fury walked up to the hole and looked down. In a cylindrical compartment lay a boy of about 15. His long brown hair reached down to his belly button. He resembled somebody Nick knew very well, "Is that what I think it is?" General Fury asked.

"Yes sir. That is Peter Parker's last clone. He was half developed when the Stacy Project broke out and he was damaged in the chaos. We put him in a chamber to rebuild and finish his growth. After the facility was taken down he was lost and nobody knew where he was," Ben Reilly smiled at Fury.

"I named him Ben Reilly after me. His code name is Scarlet Spider."

Ending Note: I hope you enjoyed it! Please R&R! This, as stated above, begins during Ultimate Fallout. Starting in about issue 3 it will be during the exact same time as the Ultimate Universe Reborn. I will adjust my story to follow the actually events in the Ultimate Universe so please think of this as the fifth series in Ultimate Universe Reborn. If this gets popular and you guys want it, I will create an Ultimate Comics: X-Force, that being about Karen Grant and her mutants and an Ultimate Comics: New Defenders which will have Captain Marvel, Nova, Ben Grimm, and the Silver surfer defending Earth against cosmic threats. These are just some of my twists to popular Earth 616 titles in the Ultimate Universe. (Yes I know the Defenders were a joke team in Earth 1610. I have Luke Cage in this don't I?)

The Invaders Lineup (so far)-

Ben Reilly AKA Scarlet Spider: the fifth clone of Spiderman. Lost in the Clone Saga.

Laura Kinney AKA X-23: the only surviving clone of Wolverine.

Luke Cage AKA Power Man: Once a member of the phony team the Defenders, now in jail for associating with Loki.

Melissa Joan Gold AKA Songbird: A not very popular pop star and a mutant.

T'Challa AKA Black Panther: Prince of Wakanda and ex-Ultimates member. Super soldier.

Monica Chang AKA Black Widow: A S.H.I.E.L.D. operative and the second to use the codename Black Widow.

Mahr-Vell AKA Captain Marvel: A warrior from the Kree race and agent of S.H.I.E.L.D. (yes, I know he didn't appear yet. Wait!)

Marc Spector AKA Ronin- Used to be the vigilante Moon Knight. Gave up his secret life to convict Kingpin.