THE ULTIMATES

Part One:

Tony Stark (Iron Man), Steve Rodgers (Captain America), and Thor, brush past the security at the Triskelion, the prison for super humans, as well as the headquarters for the Ultimates. Finally, they reached the meeting room.

"Nick seemed pretty urgent over the phone," Stark said.

"Relax, Tony," Thor said, "What's the worst that could happen?" Thor swung open the double doors and with a bang, they walked in.

The team had been assembled, and Jessica Drew, the clone of the now deceased Peter Parker (Spider Man) sat at the end, accompanied by Monica Chang, Black Widow, the former wife of Nick Fury, director of shield, and the team strategist and leader, Hawkeye, the team marksman, Bruce Banner, who became the Hulk while testing the super soldier serum on himself, they all say their greetings and sit down, ready for a debriefing.

"Gentlemen…" Fury said, "thank you for meeting with me," Fury let out a deep sigh and continued "We have some pressing matters to attend to."

"Cut to the chase! What is it, Fury?" Hawkeye demanded.

Nick Fury cleared his throat, and began to speak, "Fine." He pulled a remote out of his pocket and pressed a button, revealing a monitor at the end of the room. The team gaped at a bird's eye view of a thick dense, jungle, filled with pterodactyls, Tyrannosaurus Rex's, and more.

"For those of you that don't know, this is the savage land…it was once home to Magneto, before he died…"

Fury then pressed another button and more images came up of a figure in a shiny metal helmet, velvet red cape, and blue Kevlar armor. Other shots revealed mutants surrounding the figure conducting metal.

"According to our Intel, Magneto has somehow survived."

Captain America grunted in disbelief.

"If he's really alive and running his terrorist action, then you'll be sent to the savage land, shut down his operations, kill him, and get away without anyone knowing who we are."

"Any questions?"

Part Two:

Captain America ran through the dense forest, with Hawkeye, Bruce Banner, and Black Widow close behind him.

"You know what I don't get?" Captain America said to Hawkeye, jumping over a fallen tree.

"What's that, Cap?" Hawkeye asked.

"Wasn't Magneto decapitated? How could he survive that?"

"That's what we're here to find out, isn't it?" The Widow pointed out.

Spider Woman joined in via comm. Link. "You know there's always the possibility it's someone impersonating Magneto to try and scare the public, you know?"

Spider Woman's sentence was interrupted by a huge flying man snapping her web line.

Spider Woman screamed as she fell, only to be caught by Captain America.

The man landed. "HERE ME, ULTIMATES, I AM WARPATH! NONE OF YOU BELONG HERE: LEAVE NOW!"

"Like hell, we will." Iron Man shouted from above, firing beams of energy.

"RIGHT!" Thor shouted, touching to the ground and slamming his hammer, creating a shockwave.

When the dust settled, Warpath had minor bruises, but was relatively unharmed. He ran towards Thor and threw a powerful right cross, making Thor bleed. He then brought his knee to Thor's stomach, then uppercut him.

His beating was interrupted by Captain America throwing a shield to his back. Warpath kicked back to hit Cap, but he dove out of the way. Seizing her opportunity Black Widow pulled out her gun and began firing on him.

Warpath began bleeding on the jungle floor, and Cap hit him with a spinning kick.

Iron Man touched down to the ground, as the others kept Warpath occupied, he went over to Banner.

"Sorry about this Bruce…" Iron Man said. Iron Man hit a tremendous blow to Banner and flew away as he hulked out.

Hawkeye then noticed in mid fight another flying man overhead. Grabbing his bow, he fired an arrow through the man's brain.

"CAP, WE'RE NOT ALONE HERE, THEY'VE GOT SCOUTS ON US!"

Suddenly, Hulk emerged from the jungle and slammed into Warpath, hammering him over and over.

"HULK SMASH WARPATH! WARPATH TRY TO KILL HULK'S FRIENDS! HULK KILL WARPATH!

"Banner just gave us a break. Cap said. Everyone search for scouts, you see one, shoot them on site.

As if on cue, a mutant put his arm around Black Widow's neck. She threw he elbow back, spun around, and uppercut the mutant, pulled out her gun, and shot him through the head.

Thor spotted three and the air, and threw his hammer at one, punched another, and hit the last one with a bolt of lightning.

Spider Woman saw one flying toward Thor so she spun a web, hitting the mutant's neck, snapping it. She then threw a kick behind her, knocking another unconscious.

Meanwhile, Hulk was finishing up with Warpath, who was not match for him. Eventually, every bone in his body was broken, and Hulk still hammered away at him, summoning his last strength, Warpath grabbed a knife, and went to stab Hulk, only to be shot through the heart by a sniper. Nick Fury landed from a tree. "Sorry for not showing up earlier…Magneto found a way to breach our teleportation codes." Nick said.

Everyone finally finished, and gathered together near Hulk.

"What happens now?" Spider Woman asked.

"We must be doing something right…" Thor said.

"They do know we're here." Iron Man added.

"But how do they know that?" Black Widow asked.

"We keep moving!" Fury barked. "We're getting close….

Part Three:

It took S.H.I.E.L.D a few hours to find the Ultimates in the savage land. Once found, the team located Magneto's base via satellite imagery. They cloaked their carrier and dropped of Captain America, Hawkeye, Black Widow, as they were the only ones without "non-mutant-powers" who could get in without setting off alarms. The rest of the Ultimates watched outside the base to make sure nobody escaped….alive.

Captain America Hawkeye and the Widow dove from the carrier, and landed onto a rooftop on the base. Captain America ran and took cover by a wall, and motioned for the others to follow him. They waited a few seconds, and Cap ran down the aisle to take out the mutant guarding the rooftop entrance to the building.

"INTRUDER," the mutant shouted into a comm. Link! "INTRU—"

His sentence was cut off by Hawkeye shooting an arrow through his mouth, and Widow quickly shooting him. Blood splattered as he slumped to the floor.

Captain America picked up the comm. Link and spoke into it. "False alarm, soldier," he said, "just some damn illusionist kid trying to mess with me….he's lucky Magneto doesn't allow us to kill any fellow mutants."

The mutant on the other end hesitated. After what seemed like an eternity of silence, he finally spoke: "I'm not taking any chances….I'm sending a scout over the perimeter to make sure nobody's breached the fort."

"Damn." Widow muttered.

Hawkeye spoke into his comm. Link to Fury. "Fury, they're sending people your way. You're up.

"Right on time," Fury spoke.

At that point, the group outside the fort noticed a mutant flying outside the wall separating them from the fort. "Take him out, Thor!" Nick commanded.

"Finally," Thor shouted! "It's about damn time!" He threw his hammer into the air, and the mutant fell to the ground on contact.

Iron Man immediately reacted, putting up a force field around the mutant.

"Great," the mutant said, "just great, I get captured by the lunatic!"

"What was that?" Thor said, tilting his head slightly.

"Thor…" Spider Woman said in a cautious tone.

"You heard what I said. You're that Norwegian lunatic who had a mental breakdown at 18 and spent a few years in a mental asylum thinking he was a Norse God!"

"I am Thor, son of Odin!"

The mutant continued "You stole that suit from a European task force creating a super soldier. I read all about it….—"

"Thor, wait!" Banner said.

Thor swatted Banner and Spider Woman to the ground, as the unsuccessfully tried to hold him back. They fell to the ground, and Banner winced in pain. Thor then lunged at Iron Man's force field and began swinging his hammer at it.

"Tony, drop the field!" Fury barked. Iron Man did so, and Fury shot the mutant before he could say anything more. The group turned around to see Banner, whose bloody lip was turning green, he began to get bigger.

"This isn't good, is it?" Iron Man remarked, gaping.

"Nope." Fury said.

"HULK SMASH THOR!"

Suddenly, an alarm sounded, and within minutes, both sides of the team found themselves surrounded by what seemed to be an endless army of mutants.

Part Four:

As the mutants closed in on the group of Ultimates, Captain America swung his shield, knocking a few mutants off the edge of the building. One, with invulnerability, recovered and began making his way back up the building.

Cap threw a kick behind him, connecting his foot to a mutant's face. Black Widow, meanwhile, was shooting everyone she could see. Even if the bullets didn't work, she evaded attacks and went on to her next target.

A mutant with six arms ran up to her and slammed into her. She sprawled to the ground. She then kicked up, hitting the mutant's chin, and leg swept him. Finally, she pulled a knife on the mutant and plunged it through the man's neck, killing him. She turned to one side, to see a mutant in mid-attack, fall the ground with an arrow in his chest. She turned to the other side to see another mutant get shot with an arrow.

"I got your back," Hawkeye said between breaths. He then shot another mutant through the brain, and spun around and hit another off the building.

Suddenly, the mutant the Cap had knocked off the roof earlier emerged, and blasted the two with energy attacks, before being taken out by Captain America throwing his shield at them.

Cap defended himself rigorously; throwing a devastating left cross while simultaneously kicking another into a wall headfirst. He then blocked a super strong punch with his shield, and hit said mutant with an uppercut. Another mutant finally intervened and shot lightning at Cap's back. He sank to his knees, and another kicked him in the jaw. He fell to the ground, unconscious.

Meanwhile, on the other side of the fort, Fury was doing his best to try and calm the Hulk and Thor, and break up their fight. Nick Fury shouted over his comm. Link.

"CAP, GET YOUR !$ DOWN HERE WITH THE REST OF THE TEAM AND HELP ME OUT, HUH?"

Fury tapped the link.

"Damn. Dead."

At that moment, Thor went flying past Fury, followed closely by the Hulk, who went to hit Thor. Thor, however, blocked Hulk's fist with his hammer and swung his hammer up to Hulk's jaw.

"GET AWAY! WE ARE NOT ENEMIES HERE, HULK!"

Suddenly, an explosion erupted, interrupting the fight between the two Ultimates and knocking Fury unconscious.

Hulk, now in a fully enraged state, forgot about his anger at Thor, and threw himself at the army of mutants standing in the hole in the wall, tossing them aside like twigs.

"HULK DESTROY PUNY MEN!" Hulk threw a punch to one of the mutants, who, to Hulk's surprise, stood completely unharmed. The man then threw an uppercut.

"PUNY MAN TRY TO HURT HULK! PUNY MAN MAKE HULK MAD!" Hulk went to attack again, but was hit in the nose while his punch was deflected.

"Fool." The man said. "I control energy….that included gamma energy, which I sense you are made of."

Hulk felt a tingling sensation all over him, as the gamma cells in his body were pulled out of him; he reverted back to Bruce Banner, and was knocked unconscious by a blow to the cheek.

Suddenly, Iron Man flew in and dropped grenades on the mutants, killing a few, while also blasting energy attacks at them.

"I am so out of my league" Star muttered between attacks. "I am so out of my league." Iron Man attacked a mutant, hitting him dead center in the face. He was soon overwhelmed by the sheer number of the mutants, and fell.

Thor, however, had finally recovered from the explosion, as well as Hulk's attacks, and called down lightning upon the mutants, separating them from Stark. He swung his hammer wildly at the coming onslaught of mutants. Finally, he and Spider Woman, who had recovered from the Hulk earlier, had dwindled the mutants down the one who beat Hulk. Thor was immediately knocked unconscious by a blast of gamma rays, as Spider Woman was nowhere to be seen.

Stealthily, she climbed down the wall of the fort, and grabbed the man's head, flipped, and threw the man to the ground. The mutant flew up and tried to kick her, but she blocked it, and threw a right cross the man's face, followed by a whirlwind kick. The mutant then hit her in the stomach with an energy charged punch, and with a whimper, Spider Woman fell to the ground.

"They're down, Magneto." The man answered into his comm. Link.

Black Widow was the first to wake up in the cell, and quickly looked around to see her fellow Ultimates unconscious. She then heard a noise from another cell.

"It's about time you guys showed up…I was beginning to think you thought I was dead."

"I know that voice….oh my God…." Black Widow turned to face the man.

"Wolverine?"

Part Five:

Black Widow turned to see Wolverine.

"Oh my God, I thought you were dead. We ALL thought you were dead!"

"No such luck."

"B-but Magneto...he ripped the adamantium from your body!"

"Yeah, but the healing factor's survived much worse. I was healing when they blew me up. Still was healin' when this new

Magneto came and stuck me in a cell...only woke up a few weeks ago...still got the bone claws though."

"New Magneto? But that means-"

"His name is Jonathan Lensherr. The son of Magneto. He's got the same powers and he's out for revenge against the world for killing his father."

"So...how do we stop him?" How do we get out of here."

"I wish I knew..."

In Magneto's secret base, Pietro Maximoff, Quicksilver, half brother to the new Magneto, walks into his waiting room.

"Why did you do this?" Quicksilver asked.

"Do what?" snapped Jonathan.

"You should've killed the Ultimates. They'll find a way to escape...they'll overthrow you!"

"SILENCE!" Magneto demanded. "I put them there for a reason. Wolverine is there. He can tell them all about what's

happened. I them to know who I am."

"You're making a mistake, brother-"

"Then the mistake is mine to make...In an hour, homo sapiens will be wiped off the face of the Earth...they can't escape by then."

Meanwhile, the Ultimates had come to, and were trying to find a way to escape.

"What about if you 'hulk out,' Doctor Banner?" Spider Woman suggested.

"I can't..." Banner said. "That mutant ripped the gamma cells from my body...it'll take me a while to recharge."

Thor then tried bending the bars, to no avail.

"BLAST! what kind of metal is this made of?"

"Adamantium." Wolverine shouted from his cell.

Hawkeye then stirred, and Captain America came to his side.

"Barton...I need your help." he said.

"Wassit this time, Cap?" Hawkeye asked, drowsily.

"I need someone to pick the lock."

"What do I have to work with?"

The team scanned the floor of the cell, until finally, Fury found two pieces of metal. "Will this work?"

"Of course." Hawkeye said, "but it'll take a while."

Time seemed to slow, seconds were an eternity, until finally, they were able to escape, and even found time to break

Wolverine out.

They all rushed out, until Nick Fury signaled for them to wait beside the entrance

Fury peered around the corner to see a mutant with two heads standing guard.

"NOT NOW, FURY!" Wolverine shouted, rushing to the man and stabbing one head, while Fury instintivley reacted and shot the other head.

Suddenly, the radiation controlling mutant from before flew down from the roof.

"So...our captors are trying to escape?" He shook his head. "Can't have that." He went to blast Tony Stark, but Bruce

Banner jumped in the way, taking the brunt of the blast. "G-get your equipment, guys...I'll...hold...him..OFF!"

"Hulk..." his said, as his voice lowered, "SMASH!" Hulk threw his arms up, sending the mutant flying.

Hulk gave chase, slamming and hammering his fists into the mutant, giving him no time to react, until with a crushing blow to the head, the mutant stopped breathing, dead.

The rest of the Ultimates, meanwhile, had grabbed their equipment and suited up.

"We're ready to go." Fury muttered.

"YOU WILL STAY WHERE YOU ARE!" a voice shouted.

The Ultimates turned around to see Magneto, accompanied by Quicksilver, who was moving all around with super speed,

Sabretooth, growling at the presence of Wolverine, Teddy, the son of the Blob, and Scarlet Witch.

"This is gonna be fun..." Iron Man muttered.

Part Six: Finale!

"Are you kidding me?" Iron Man asked.

"Magneto's a teenager?" Fury said.

"I...uh, think we better get out of here, guys..." Spider Woman muttered.

"There is no escape." Magneto snapped. "My machine is working, and soon all homo sapiens will be wiped off the planet...including all of you."

"Not all of us." Wolverine said under his breath.

Logan lunged with the ferocity of an animal at Magneto, only to be slammed out of the way by Sabretooth.

"BROTHERHOOD..." Magneto declared ..."ATTACK!"

At that moment, the team found themselves surrounded by mutants. Mystique took Captain America, Quicksilver took Spider Woman, Scarlet Witch blasted Black Widow, while Teddy took Hawkeye, and Magneto watched while the rest of his mutants attacked the rest of them.

"SOMEBODY GET TO THAT MACHINE!" Fury commanded, pointing to Magneto's doomsday device. "WE'LL COVER YOU.

Iron Man flew towards the machine. "On it, Nick." he said.

Magneto made a gesture, and Iron Man stopped in his tracks.

"A man of Iron trying to beat the master of Magnetism...I don't think so."

"Guys...he's taken control of my armor...RUN!"

Thor dove in the way of Iron Man's energy blast, blocking it with his hammer. He flew into the air and slammed his hammer into Iron Man.

"Sorry, Tony..."

Teddy slammed his arm into Hawkeye's chest, sending him flying. Hawkeye quickly recovered and shot multiples arrows at him. All were absorbed by the folds of his fat.

"You can't hurt me homo sapien...stop trying." Teddy swung his arm again like a baseball bat, and Hawkeye plummeted to the ground.

"I'd guess you have four cracked ribs, several fractures. I'd give up now if I were you..."

Hawkeye coughed up blood, and rose to his feet. "Never." He hit Teddy with a devastating right hook, but Teddy was unharmed. He hit Hawkeye with an uppercut.

"Okay," Hawkeye grumbled, "No more fooling around!" He pulled out an arrow and shot it straight through Teddy's eye, killing him.

"Filth." he said, spitting on Teddy."

Meanwhile, Captain America had his hands full with Mystique. She slammed a kick to his gut. He fell backwards but flipped to recover his balance. He threw his shield at Mystique, which she easily dodged.

"Missed."

"Did I?"

Captain America's shield went flying back, knocking Mystique on the back of the head. Cap lunged at her and kicked her chin, and followed up with a right cross. Mystique countered his next blow with a chop to his neck. Cap recovered quickly and grabbed her arm before she could pull it away; twisting it behind her back. Mystique let out a cry as he put pressure on it, breaking her arm. He then followed with a sleeper hold...Mystique passed out not long after.

"Need any help, Nick?" Cap shouted.

"OH...ALL I CAN GET!" Nick shouted back, shooting all the mutants attacking him.

One with super strength slammed into him, knocking him back. He went to shoot him only to discover he was out of bullets.

"Ah, !*$*&."

The super strong mutant went to hit Nick again, but Cap jumped into the way, blocking the blow with his shield. He then swung his shield up to the mutant's face, as Nick circled behind him. Cap landed a kick to the gut, while Nick grabbed the mutant's head and twisted it, snapping his neck.

"Here" Cap panted, tossing Fury his spare gun.

"Thanks," Nick said, shooting a mutant through the chest.

Wolverine slashed his bone claws across Sabretooth's face, scarring him momentarily before his healing factor kicked in. He went to stab Sabretooth, but Sabretooth blocked his throw, and slammed him into the ground. Sabretooth let out a combination of punches and slashes with his claws. Finally, Logan intercepted a blow, and stuck his claw through Sabretooth's heart.

"Why can't you just die, Creed?" Wolverine growled at him.

"I could say the same for you, Logan...we all thought you were dead for a while...imagine how disappointed I was when I learned that you had survived..."

Wolverine let out a howl, as he slashed Sabretooth across the stomach. His next attack was parried, and Wolverine was sent tumbling to the ground.

"Actually...I can't say I was too disappointed." Creed said, "I've been itching for another fight with ya for a while."

It was then that Wolverine noticed a grenade he had assumed Nick Fury had dropped. He reached for it and stuck it in Sabretooth's mouth.

"Don't worry...you won't die...healing factor will take care of that...but this is gonna hurt like hell."

He pulled the pin.

Black Widow dodged Scarlet Witch's attacks, while trying to get close enough to hit her.

"I read your bio, Wanda" Black Widow remarked. "You were an Ultimate once with your brother, Quicksilver...what made you change sides?"

Scarlet Witch blasted over and over at Black Widow, who avoided all of her hexes.

"YOU MUST PAY FOR THE DEATH OF OUR FATHER!"

"Yeah, about that…"

Quicksilver pummeled Spider Woman at super speed.

"I heard you were fast." Quicksilver mocked, throwing a punch.

Spider Woman flipped around aimlessly. Her costume was shredded, she was weak, yet she kept fighting.

She finally managed to flip over Quicksilver and get enough distance between them.

"FIGHT BACK!" Quicksilver demanded.

"Oh, I've been waiting for a chance to fight..." She spun a web behind her and flipped out of the way as Quicksilver came running. He didn't have time to react. He tripped over the web and went plummeting into his sister Scarlet Witch, who Black Widow had been positioning for the plan. Both were knocked unconscious.

Iron Man blasted Thor, sending him falling to the ground. As he went for a neural scrambler, Thor hit him in the back with lightning.

"I'm sorry, Thor!" Iron Man shouted.

"Don't worry, Tony...this will end!"

Both of them had been fighting for what seemed like an eternity, and both were beginning to tire, but Magneto would not reliquish control of Iron Man's armor.

"Thor, do something!" Iron Man shouted.

"I'm going to regret this." Thor muttered under his breath.

He hit Tony with a devastating blast of lightning, short circuting his systems.

Hulk, meanwhile was in a fully enraged state, breaking mutants in half like they were twigs. He destroyed everything he saw, slamming into mutant after mutant. He finally spotted Magneto's machine, about to destroy every human. It lit up a bright blue color, preparing to activate.

"HULK SMASH BRIGHT MACHINE! HULK DESTROY!"

Hulk lept onto the machine and began hammering away, pulling wires, destroying bits of machinery, until finally, the machine exploded. Knocking Hulk uncoscious.

"NOOOOO!" Magneto cried in despair.

"Iron Man systems, prepare to Magnetize." Tony muttered, his systems rebooted. "Target: Magneto's helmet."

The helmet flew off of Magneto's head, and Thor immediatley recognized his plan. Calling lightning from the skies, he struck Magneto with bolt after bolt, until finally, he was unconscious.

The remaining mutants surrouned the Ultimates.

"Do you really want to do this?" asked Fury.

"We just trashed your entire plan." Black Widow added.

"We can do this the easy way...or the hard way..."

The standoff seemed to last forever.

Epilogue:

"So they just gave up?" Deputy director of SHIELD Carol Danvers asked Nick Fury.

"Hell yes. They decided after all the damage we caused, trying to kill us wasn't worth it."

"And what of Magneto and his followers?"

"They all surrendered. They're being housed in the Triskelion, with dampening collars to make sure they don't start using any powers."

"But what about Magneto, how did you beat him?"

"Simple...Tony noticed in his Iron Man reading that Magneto's helmet was the only thing keeping him from being harmed. While he had the helmet on, nobody could touch him; there was an automatic magnetic shield. To put it simply...the helmet boosted his powers, since he hadn't had enough time to learn how to control them yet."

"So what happens now?"

"Now?" Nick asked? "Now, they got some small time missions for now. Until something big arises, and believe me, something will, and when it does...

We'll be ready."

End.

DISCLAIMER! ALL CHARACTERS BELONG TO MARVEL COMICS AND THEIR RESPECTIVE OWNERS! THIS WAS DONE FOR FUN AND I DO NOT INTEND TO MAKE MONEY ON THIS!