"Avenging the Ultimate"

Chapter 3: "When Spiders Meet"

Disclaimer: The various and sundry characters you will see in this chapter are property of Marvel Comics, Marvel Studios, Marvel Animation, and what fortunate film studios were licensed to make movies of certain characters. I make no money whatsoever from this story, nor do I receive any other form of material compensation, and my only reward is knowing this has been read and enjoyed.

Author's note: It's been a solid year since I updated, and for that I am deeply sorry. Life got me seriously down, and then for the last seven months I have been working a new job in digital records management which has sapped a lot of my time and energy. I am going to sincerely and seriously try to work on that, but onto more important matters.

When last we left off, the Peter Parker of the Ultimate Universe had become aware of his 616 counterpart thanks to a visit from his clone Spider-Woman. Both of them believe the 616 Spider-Man to be another clone from their own unfortunate "Clone Saga" and are set to confront S.H.I.E.L.D. to answer for that suspicion. Of course, the 616 Spider-Man has been swinging around the Ultimate New York City to get his bearings after a disastrous case of values dissonance between himself and the Ultimate Captain America. The Spiders are now en route to confronting each other, so the only questions left to be asked are . . . "Who wins? Who loses? Who dies?"

Ok, the last one was a bad joke, especially in light of Ultimate Peter Parker's death and seeming return in the pages of the newest Ultimate Spider-Man series starring Miles Morales, and given the likelihood of Spider-Verse killing off even more Spider-Men. Speaking of, today gives us the debut of Ultimate Spider-Man: Web Warriors, which will be the first time an animated series has tied in with the concurrent plot of an ongoing comic, as Miles Morales is animated for the first time and meets Peter Parker. Don't know about the rest of you, but that's seriously awesome, regardless of my own complaints about the quality of writing and storytelling in the Ultimate Spider-Man animated series. Anyway, let's get on with it, and on a final note . . .

My sincerest apologies for taking so long with this chapter.


Spider-Man thought he'd gotten it out of his system. He'd certainly beaten up enough criminals who were surprised at how much bigger he was than the Spider-Man they knew. He'd also run into this world's Shocker, of all things, and actually traded curious questions about how his vibro-gauntlets worked compared to the Shocker he knew in between volleys of webbing and vibro-shocks. Shocker had seemed grateful, of all things, that someone was taking him seriously and treating him with something resembling respect, which had almost made Spider-Man feel bad about knocking him out and webbing him up for the police.

Ok, so he felt a little bad. Chalk it up to him feeling sympathy for underdogs like himself, even if they did turn to crime and had stupid outfits. Then again, this Shocker's outfit wasn't quite as stupid as some of the fashion fails he'd seen back in his world. Speaking of fashion, he noted that the Ultimates, still a stupid name as far as he was concerned, had a very militaristic sense of style compared to the Avengers. It probably connected to actually being a military force that just happened to be comprised of soldiers with powers.

Yeah, that was what they were. They followed orders and fended off threats to national security sourced in the superhuman, even if it meant depriving otherwise-innocent people of their rights to be considered people. He could sense that there was some regret for the latter part, but they were still good soldiers that followed orders for the good of the country, no matter whose rights had to be disregarded for that to be done. That, he couldn't let slide so easily.

It was in the midst of his grim musings that he spotted a familiar black leather-clad figure in the midst of some B&E . . . into what he recognized as Fisk Towers. He moved in closer, intending to cut her off at the pass; even if this world's Wilson Fisk was every bit as crooked as his own, thievery was still against the law. Ok, so it was against the law until he needed her to steal something back, which made him frown to himself for a bit at thinking that made him sound like a bit of a hypocrite. Then he put it out of his mind to interrupt the Black Cat just as she was about to slip inside.

"The more things change . . ." he mused aloud.

The Black Cat looked at him, and she was mostly identical to the Black Cat he knew (and boy, did he know her). There were some cosmetic differences, though, like that her mask was a pair of yellow goggles with frames designed to resemble cat's eyes and even ears. The deep décolletage of her cat-suit was all too familiar, though.

"Change, indeed," she purred back at him. "I see you've hit a growth spurt. I like the new outfit, too. Really shows you off."

"Flattery gets you nowhere except a softer drop when I let the cops take care of you," Spider-Man rejoined. "So . . . Fisk make new and improved catnip in here?"

"He has the one thing I could use to destroy him," the Black Cat snarled. "To wipe him out of existence, to purge him from the world like the cancer that he is."

Spider-Man was taken aback at the vehemence in this Black Cat's tone as she spoke of what she intended to do to Wilson Fisk. "What happened, Cat?" he asked. "What did he do to you?"

"Oh, you've forgotten?" the Black Cat snapped.

"No . . . because I don't know," Spider-Man admitted. "This'll sound crazy, but I'm not the Spider-Man of this reality. I'm from another reality, actually, and I just got stranded here."

"You're right, it does sound crazy," the Black Cat agreed.

"That quick, huh?" Spider-Man quipped.

"It's crazy, but I live in a world where a guy claiming to be an ancient Norse thunder god actually is a Norse thunder god," Black Cat added.

"So do I!" Spider-Man exclaimed with playfully feigned excitement.

"Your jokes are as lame as his," Black Cat groaned, though there seemed to be some playfulness mixed into her tone as well.

That was when his spider-sense had to ruin the moment, and he reflexively lunged for the Black Cat, tackling her out of the way of a mini-missile that exploded where they'd just been standing. "What the . . . ?" He looked in the direction the mini-missile had come from and saw a darkly clad humanlike figure with a white-flaming skull for a head . . . and a mini-missile launcher in his hands. "Who the hell are you supposed to be, Ghost Rider?"

"Mysterio," the flaming-skulled figure replied. "And I'm going to be your death, Spider-Man!"

Spider-Man laughed out loud. "Oh, you're Mysterio, all right. At least you got rid of the stupid fishbowl."

"You recognize this guy?" Black Cat asked.

"Yeah, I recognize him," Spider-Man replied. "I'd know that egotist hamming it up anywhere."

"Mysterio" chortled sinisterly. "Should've known you'd figure me out fast, not that it does you any good against this!" He fired another missile.


Around that same moment, another, younger Spider-Man and his opposite-sexed clone/counterpart were swinging to the Triskelion. While neither had too much love lost for the Ultimates and S.H.I.E.L.D., the fact of the matter was that there was another Spider-Man clone running loose and if anybody was bound to know or be able to figure out why and how, it was S.H.I.E.L.D. However, they would be derailed by the sound of an explosion.

"This. Again," Spider-Woman drawled mordantly.

"Yeah, we both know what time it is," Spider-Man replied.

Without another word, the sibling Spiders changed direction to swing toward the direction from which the explosion had come. As they got closer, they saw a large plume of strangely colored gas rising from the rooftop of Fisk Tower. "Looks like somebody went after Fisk," Spider-Woman observed.

"I'd ask who, but that's a long list," Spider-Man replied, accelerating toward the high-rise owned and operated by New York's largest (in more ways than one) crime boss. That gas . . . I can't see a thing through it.

"How long do you think you can hold your breath?" Spider-Woman asked.

"A few minutes," Spider-Man answered. "Never really tested it before."

"So how about a field test, then?" Spider-Woman suggested.

"Story of my life," Spider-Man quipped back. Then his spider-sense went off, and he twisted around in midair, along with Spider-Woman, to dodge a mini-missile headed for him. Spider-Woman did him one better by catching the missile with a web-line from her fingertip and swinging it back at their flame-skulled assailant.

"Nice try . . ." said assailant rasped, his voice sounding digitally distorted but radiating with malice. "Perfect. Just perfect. A three-for-one deal."

"What are you talking about?" Spider-Man asked, jumping onto the rooftop across from Fisk Tower to confront the flame-skulled assailant. "And who the hell are you, anyway?!"

The flame-skulled man chuckled darkly. "Mysterio is my name. Kill the Spider – that's my game."

"You're not the first one to come up with that," Spider-Woman derided him, joining her brother and progenitor on the rooftop. "And you won't even be the last, either."

Spider-Man and Spider-Woman were interrupted by a bloodcurdling scream of wrath from atop Fisk Tower. "What the hell was that?!" Spider-Man asked.

Mysterio chuckled sinisterly. "My calling card. Would you like to see?"

Then he fired another missile, and Spider-Man and Spider-Woman jumped off the roof to dodge, landing on the façade of the high-rise. This time, it was Spider-Man who shot a web to catch the mini-missile and redirect it into the air, where it should have exploded harmlessly. It didn't. Harmlessly, that was.

"Gas!" Spider-Woman shouted in horror.

"If that stuff's in the atmosphere . . ." Spider-Man uttered, horrified realization dawning on him.

"Oh, don't worry, it has very limited endurance," Mysterio remarked mock-comfortingly. "But it doesn't need that long to do its work."

"Osborn!" Spider-Man and Spider-Woman heard a shockingly familiar voice scream, making them both reflexively turn to see . . . another Spider-Man, swinging fruitlessly at nothing and being knocked to the ground by nothing. This was the same Spider-Man that had been on scene at the Bombshells' attempted robbery of that armored van, clad in skintight black with luminous panels arranged in a stylized shape resembling a spider. Across from him on that same rooftop was the Black Cat, clawing and scratching at and being thrown to the ground by nothing as well. It didn't change the expression of absolute fury and hate that her otherwise-beautiful face had twisted into, as she redoubled her attack on absolutely nothing.

"Father . . . killed my father . . . make you pay . . . !" she was screaming, or at least that was what Spider-Man and Spider-Woman could make out.

"What did you do to them?!" Spider-Woman asked.

"Their worst nightmares," Mysterio replied smugly. "Thanks to the gas, they believe they're fighting whoever it is that haunts their nightmares the most. Won't be too long until they fight themselves to death or they accidentally kill each other thinking they're going after their enemy."

"You . . . son of a . . ." Spider-Man snarled, and was about to attack Mysterio when he was held back by Spider-Woman.

"We have to stop the other Spider-Man and Black Cat," she said, and turned to swing herself over to Fisk Tower. "Remember what I said about holding your breath!"

"Sure," Spider-Man agreed, more calmly than he actually felt, as he moved to join his clone sister on Fisk Tower.


"What's the matter, Parker? Can't hit me?! And here I thought you were going to kill me!" the Green Goblin taunted, laughing sadistically as he evaded each and every one of Spider-Man's attacks and struck back brutally. All that did was make Spider-Man even angrier, and keep on attacking the Goblin, to no avail as the Goblin constantly dodged and parried every one of Spider-Man's blows. "What about that Kung Fu Shang-Chi taught you? How useless that turned out to be!"

Spider-Man growled angrily, but then he started to think. When Shang-Chi had retrained him to fight without his spider-sense by teaching him Kung Fu, he had been teaching more than just better fighting moves. He'd also been teaching Spider-Man not to just react to whatever his instincts and senses were telling him, but to analyze and control that input so he could respond to it in a more calculated, disciplined way than he had before. As he focused on that, he realized that his spider-sense hadn't gone off once dealing with the Green Goblin. At first, he thought the Goblin had cloaked himself just like Venom and its descendant symbiotes had, but he remembered . . . the Green Goblin hadn't even shown up until that gas missile Mysterio had fired at him and Black Cat.

Cat . . . he thought. No spider-sense . . . the gas . . . this isn't real . . . this is another one of Mysterio's tricks, some kind of hallucinogenic gas making me see my darkest fears manifest.

"Praying for mercy?" the Goblin's voice taunted him.

"No . . ." Spider-Man replied. "I'm ending this!" With that and a solid punch, he impaled the hallucinatory Green Goblin, and the illusion faded to reveal what had always been there.

Nothing.


Well, not quite nothing. He could see the Black Cat of this world thrashing desperately against her webbing bonds, trying to fight or flee from whoever the hallucinogen had conjured out of the darker corners of her mind. "That's not my webbing," he muttered. He could also see two other, smaller, younger people, a boy and a girl, in very familiar-looking spider-costumes. The boy was wearing what seemed to be a near-perfect replica of his regular Spider-Man costume, and the girl was wearing what looked like a red version of the costume Julia Carpenter had worn as Spider-Woman, before she renamed herself Arachne and then got Madame Web's powers. The main differences, though, were that the costume was completely red aside from white-fingered gloves and her mask covered her entire face while leaving her brown hair free. "Was that you guys?"

"Yeah," the younger Spider-Man replied.

"Is she gonna be . . . ?" the older Spider-Man asked.

"It's supposed to have a limited endurance, Mysterio said," Spider-Woman replied.

"And you trust what that nut has to say?" the older Spider-Man questioned sardonically.

"He would be the only expert we've got," the younger Spider-Man admitted sheepishly.

"And he got away," the older Spider-Man observed grimly. "Oh, well. Catch him later. More worried about Felicia right now."

"You're on a first-name basis with her?" the younger Spider-Man asked.

"With my Black Cat, yes," the older Spider-Man replied as he gently scooped up the Black Cat. "With this one? No, we haven't reached that stage yet. By the way, either of you know where we could get a good tranquilizer to calm her down before she kills herself from sheer terror?"

The younger Spider-Man and his female counterpart looked at each other, then back at him. "Is that a no?" the older Spider-Man surmised. "Guess it is. Sorry, Felicia." And with a quick strike to a pressure point, she was mercifully unconscious.

"You can do that?!" the younger Spider-Man shouted in astonishment.

"Then why the hell were you asking about tranquilizers?" Spider-Woman asked angrily.

"Because I never used that move before," the older Spider-Man replied. "It's not easy to hit someone with a pressure point blow when you're trying not to be killed by them."

"Where did you learn pressure point blows?" the younger Spider-Man asked.

"Never mind that, do you recall escaping from a laboratory?" Spider-Woman inquired.

"Depends on what you mean," the older Spider-Man replied. "I've escaped lots of laboratories. Usually, it's a mad scientist trying to experiment on me or clone me or some craziness like that. Wait, are you two my clones? Again with the cloning! Wait, I'm not even from this universe."

"Not even from this universe?" Spider-Woman repeated.

"Yeah, exactly," the older Spider-Man replied. "I'm from another reality."

"Obviously one where I was born ten years earlier," the younger Spider-Man remarked.

"Where'd you get 10?" the older Spider-Man wondered. "Wait, I'm still pretty sure I got cloned here. Which one of you wants to fess up?"

"It's a long story and we were actually going to . . ." Spider-Woman replied. "Oh, great, now we really do have to go to the Triskelion and get answers from S.H.I.E.L.D."

"You were headed to the Triskelion before?" the older Spider-Man asked. "I was just on my way back after I got some fresh air. Might as well tag along."

"Yeah, tag along," the younger Spider-Man repeated wryly. "You gonna bring Cat with you?"

"Yeah," the older Spider-Man replied. "Safer than leaving her out here."

"Sure about that?" Spider-Woman asked. "Danvers might not . . ."

"I'll worry about Danvers," the older Spider-Man answered, and it sure felt odd referring to someone he'd known as a trusted friend, teammate, and possible future girlfriend by her last name. Then again, the Carol Danvers that was the director of S.H.I.E.L.D. here was not the same Carol Danvers he knew as the high-flying, hard-hitting marvelous Avenger. "Besides, I think I know who's responsible for me, Widow, and Bucky ending up here, and I'm pretty sure that's something they'll all want to hear."


Meanwhile, back at the Triskelion . . .

"Well . . . this wasn't what I was expecting to see," Susan Storm remarked.

"You haven't been in this business long enough, have you?" Susan Storm-Richards quipped dryly.

To make a long story short, Reed Richards had managed to forge an inter-dimensional communications line between his universe and the one Spider-Man, Black Widow, and Bucky had been stuck in. Now the two versions of his wife were staring at each other, one marveling that she was still going to look that good ten years down the line and the other marveling at seeing a mirror image of herself from ten years ago. The younger Sue Storm seemed rather ambivalent when she looked at him and his Sue Storm, and his Sue was quite intrigued as well.

"Anybody mind too terribly if I interrupt this mutual admiration society?" Iron Man asked snidely.

"Nice armor," the Tony Stark of the other reality remarked. "I must have really gotten good in the next ten years."

"Technology advances, we've gotta advance with it," Iron Man responded.

"We're actually communicating with another universe," the Johnny Storm of the other reality uttered in astonishment. "Hey, you're not actually zombies, are you?"

Johnny Storm laughed out loud. "I kill me! That's a good one, Mini-Me!"

The alternate Johnny Storm scowled at him. "I'm not mini," he stated flatly.

"You sure look it," Ben Grimm remarked, snickering.

"Hey, old me," Alt-Johnny taunted, "how do you deal with him for ten years?"

It was Johnny's turn to scowl. "I'm not even thirty yet! And I've had years to perfect my 'dealing with Ben Grimm' skills. Hang around me, and some of it will rub off on you, Mini-Me."

The alternate Ben Grimm shook his rocky head, looking at his counterpart on the screen. "How do you deal with him for ten years?"

"I'm a rock," Ben replied dryly. "If rocks know anything, it's endurance."

Alt-Tony looked between Carol Danvers and Ms. Marvel, whistling slowly, and both Carols glared at him. "Don't get any ideas, Stark," Danvers warned coldly.

"What?" Alt-Tony asked, pretending to be baffled by the two nearly identical glares in his direction across universes.

"I see some things don't change across universes," Hank Pym said dryly. He was met by somewhat frosty stares on the other side of the screen.

Danvers was the bluntest, actually voicing what the others of that reality were thinking. "What's he doing here?" The question was asked as though spitting out poison.

"The me of that reality isn't the most popular person over there, am I?" Hank commented with surprisingly well-feigned coolness. Despite everything, he was still haunted by his first and second biggest mistakes, coming back to him in nightmares where that exact question was asked over and over, in the voices of his fellow Avengers, founders and later members alike.

"He's an esteemed Avenger," Steve Rogers stated firmly. "That's what he's doing here."

Everyone turned to look at him, not expecting him to show up, especially dressed in his Commander uniform. Then again, those native to his reality should've known better, as Bucky was a dear friend and Black Widow and Spider-Man were valued fellow Avengers and heroes. If there was anything he could do to help make sure all three of them came back safe and sound, he was going to do it. And no, he didn't brook insults to his fellow Avengers very well, either, even if they came from another Avenger (or another reality's version of an Avenger).

On the other side of the screen, the alternate Carol Danvers, Tony Stark, and "Fantastic Three" were gazing with awe at Steve Rogers. "Damn," Alt-Tony finally uttered, voicing what they were all thinking, or at least feeling.

"Excuse me?" Steve asked.

"Sorry, you just got this . . . aura . . . going for you," Alt-Tony tried to explain. "Real magnetic . . . which sadly can't be mentioned in here without making us think of Magneto and then . . ." He trailed off.

"It's all right, Tony," Steve said, offering a comforting gaze at this alternate version of his longtime friend and teammate. Then he turned to Alt-Carol. "I hope our friends have been all right since they came to your dimension."

"For the most part," Alt-Carol replied. "Your Barnes and Romanoff have been to get in touch with our reality's Barnes. Your Spider-Man . . . socked our Captain America in the face when he didn't agree with what he learned from our inter-dimensional cultural exchange."

Everyone's eyes widened, even if some were wearing masks or helmets that kept their eyes from being seen. "Spider-Man socked Captain America?" Iron Man uttered, stunned. "And I didn't make him do it this time?"

"Is that a reference to your Civil War?" Alt-Carol questioned.

Steve cleared his throat to break the tension. "What would possess him to do that?" he asked.

"Ten years of experience on our web-slinger, and he still acts like a naïve, impulsive teenage punk, that's what," Alt-Carol replied snidely.

Steve scowled slightly at the alternate Carol Danvers. "What . . . happened?"

"When Bucky told us about your Civil War and we were remarking on how ironic it was that you were opposing registration and your Iron Man was for it," she explained. "Our Captain America said he believed it was a good idea, given the threat of uncontrolled posthumans we've had to deal with in this world. Your Spider-Man strongly objected, and our Captain responded with some very unfortunate assessments of your Spider-Man's character, so we had to stop them in their tracks before they could proceed to tear each other apart in a fistfight. Your Spider-Man swung off in a huff, and we haven't heard from him since. The Widow and Barnes of your universe should be en route back to the Triskelion by now."

Everyone winced at the reminder of the Civil War that had for a time torn the superhero community apart, setting friend against friend, nearly ending the Fantastic Four as Reed had been the only one of them to take the registration side, fearing what would become of humanity if he didn't. They had managed to patch many of the wounds between them once they had to come together to stop the Skrull infiltration that had turned into a full-blown invasion and then end Norman Osborn's Dark Reign. Healing, however, was not nearly as easy as it looked or seemed.

"For the record," Steve began, "whatever insults the Captain America of your world had for our Spider-Man are all dead wrong. Spider-Man is the most selfless, self-sacrificing, humble, goodhearted, and innately decent hero I've ever had the honor to fight beside, and he's managed to do that despite being constantly torn down, maligned, and dismissed by nearly everyone around him. Your Captain may want to rethink whatever prejudgments he's made."

Danvers blinked. Not once, not twice, but thrice – she was just that damn surprised to see someone of such stature in the superhero community of his reality speak so fervently on behalf of someone she'd long since dismissed as an immature wannabe causing more problems than he solved. Regaining her composure, she looked through the screen at the heroes of the reality her visitors had come from, seeing in their eyes (those that had their eyes uncovered, anyway) pure affirmation of Commander Rogers' defense of the web-slinger. To her shock, Ms. Marvel's eyes were the most intense in that affirmation, though the Fantastic Four weren't all that far off from her.

"That . . . was unexpected," she said. "I suppose he's made something of himself in your world."

"He always was," Reed answered succinctly.

"Damn straight," the alternate Johnny added.

"He even accomplished something at 15 that I'd been working on for most of my adult life," Pym added, which drew Carol Danvers's glare on him again. "I sense you really don't like me, or at least the me of your world. What did he – I – do?"

Carol narrowed her eyes with a baleful gaze at Pym. "There's no easy way to say it, so I might as well come out and say it," she replied icily. "You were a first-class insecure asshole who tried to murder your own wife for making you feel small after spending years beating the crap out of her whenever something didn't go your way. As if that weren't bad enough, you went and collaborated with an anti-American superhuman invasion force out of spite for getting thrown off the team when everybody found out about you, and even had the nerve to try to worm your way back into our good graces when we won by claiming you were infiltrating them. Then she died, not because of you . . . and you died as well, trying to 'atone.' And how did it all happen? Magneto and his last-ditch blow for revenge against the human race for the deaths of his children by wrecking the entire planet. Lot of other people died, too . . ." That was when she turned her gaze to Wolverine and Beast.

Wolverine let out a low growl of discontented remembrance. "Ours went a little crazier than usual for him and tried something similar some years back, a massive EMP strike with his powers. God only knows how many died because of that."

"I'm pretty sure such massive devastation caused by Magneto wouldn't be allowed to happen without retaliation from the governments of your world," Beast observed, his tone one of grim pondering.

"Pretty much," Danvers confirmed grimly. "Being a mutant now . . . the only way you can keep on the outside of a confinement center is to not use your powers at all. If you do, the confinement center is trying to be 'kind.'"

"So mutants can either not use their powers or get locked up for the rest of their lives, assuming the 'rest of their lives' isn't short thanks to some asshole with a thing against mutants and an itchy trigger finger," Logan muttered his cold deduction. "Your world is some piece of work, you know that, Danvers?"

"Not like yours is that much better," Danvers shot back bitterly. "We didn't put Norman Osborn in charge of S.H.I.E.L.D."

Everyone stopped cold for a moment. "That . . . was a good one," Spider-Woman reluctantly admitted.

Reed Richards finally made the observation that was on everyone's minds. "I see the Fantastic Four of your world are minus one."

"Good way to put it," the alternate Susan Storm replied bitterly. "Reed . . . isn't with us anymore."

"Is he . . . ?" Reed asked, almost afraid of the answer.

"No," Alt-Sue replied. "The Fantastic Four disbanded after Magneto's final attack on the planet. The Baxter Building was shut down, my and Johnny's parents died . . . and the only reason we're here is this inter-dimensional crap your friends got us all into."

"So why didn't you call in your Reed?" Sue asked.

"Reed Richards wasn't a good fit with the program, in the end," the alternate Carol replied. "And he wasn't answering calls, anyway."

"Where is he?" Beast wondered.

"With his family," Alt-Sue replied. "There was nowhere else for him to go, not after . . ."

"Something happened between you two in your Magneto's attack, didn't it?" Sue deduced. "Otherwise he'd have stayed with you."

"You'd think," Alt-Sue muttered bitterly, and Sue understood that bitterness all too well. It was the same bitterness she felt at times about Reed, feeling that he cared less about her and their family than he did about calculations and experiments and science. It was far from true, but Reed wasn't the best at communicating with other people how he felt and thought. How could he be when his thinking was on a higher level than that of most people, even herself?

She'd thought about it a lot, how difficult it'd be to relate to others if one was so much smarter than almost everyone else in the world. It was why she tried to be patient and understanding with him, even if he infuriated her so much she wanted to slap him with one of her invisible force fields. Judging by the lack of the other world's Reed Richards' presence, her other had been in no mood to try to understand or be patient with him, and Magneto's attack in that reality was likely the final straw.

The two Susan Storms looked into each other's eyes, and it dawned on them both nearly simultaneously. The Susan Storm that was married to her world's Reed Richards looked at the assemblage of the Fantastic Four, several Avengers, and two X-Men (depending on how one counted Wolverine's dual membership with the Avengers and the X-Men). "Could you all give us some privacy for a moment?" she asked.

The other Susan Storm looked at the other Iron Man, her brother, her Ben Grimm, and Carol Danvers. "Yeah, we're going to need some quality 'Susan Storm squared' time," she added.

"Are you sure?" the alternate Ben Grimm asked, looking concerned at Alt-Sue, a look that spoke of . . . love?

"I'm sure," Alt-Sue replied. "Being alone with myself won't be so bad."

"Fine, but we won't be too far away," Alt-Carol added.

"The same goes for us," Reed Richards said, placing a gentle hand on Sue's shoulder.

"Thanks, Reed," Sue replied.

"This is gonna be weird," Spider-Woman remarked as she turned to leave the room. "I wonder what I'm like over there."

"That's assuming you exist over there," Ms. Marvel answered.

"She does have a point," Beast admitted. "No two realities are perfect mirrors of each other, no matter the similarities. There's always variance."

"Like all of us being at least ten years younger than we are here," Johnny commented.

Ms. Marvel looked pensive and amused at the same time. "Yeah, the other me did have smoother skin."

Wolverine snorted at them. "That's what you're worried about?"


Back in the universe where S.H.I.E.L.D. had the Triskelion for headquarters instead of a Helicarrier, the Spider-Men of two worlds, plus that universe's native Spider-Woman, were about to head for the Triskelion when the buzz of a vibrating cellphone ringer could be heard. The native Spider-Man went for his costume's inner pocket and pulled out his cellphone. "It's Aunt May," he said.

"Does she . . . ?" the visiting Spider-Man asked.

"Yeah," the native Spider-Man replied before reading the text he'd received.

[Listen, Peter, I decided to take Gwen out for a bit to relax, get some air, get what's happened recently off our minds for a while, so if you see an empty house, don't worry; we haven't been kidnapped. Don't take that as an excuse for hanky-panky or throwing wild parties, though. Aunt May. 3]

"Looks like we've got the house to ourselves," the native Spider-Man said.

"Which means Felicia will have somewhere homier to rest and recover than the Triskelion," the visiting Spider-Man surmised.

"Yeah . . . ?" the native Spider-Man hesitantly considered.

"Aunt May said no hanky-panky," the native Spider-Woman replied. "There's nothing hanky or panky happening between either of us or Felicia, so it ought to be ok."

The visiting Spider-Man looked back at his native counterpart(s) with mock peevish outrage. "I'm not that kind of guy, but let's get her home before Aunt May comes back, all right?"

"Sure, as long as we can hide her," the native Spider-Man replied lightly. "Aunt May's all right with me being Spider-Man, but she's not gonna be all right with me bringing strange women to her house."

The visiting Spider-Man shuddered fondly, if such a thing was possible, and then swung off into the night while keeping the still-unconscious Black Cat webbed to his back, the native Spider-Man and Spider-Woman following. As they swung, the visiting Spider-Man had a question: "Do you still live in the same place?"

"If you're worried about that, then follow me," the native Spider-Man replied, and took the lead.

"Nice costume, by the way," the native Spider-Woman remarked as she, too, swung past the visiting Spider-Man, who chuckled to himself and swung to keep pace with them.

Remind me to ask her if she's my counterpart's sister from another mister or something, the visiting Spider-Man mused to himself.


Endnotes: And there we have it, the third chapter of Avenging the Ultimate, after a full year's worth of delay. Sorry for taking that long, and rest assured, for those of you who reviewed or sent PMs my way, I have not given up on this story. In fact, I've decided to expand it, as there's way too much potential in the 616/Ultimate crossover, at least where and when it's set, to leave it at three chapters. If you can guess from the conversation between the Fours Fantastic about the status of Ultimate Reed Richards, this is going to be a bit of a fix-fic for the horrible derailment of his character in the post-Ultimatum stories. Will it also be a fix-fic for the Death of Spider-Man? Not necessarily, though this story may or will end with giving Ultimate Peter a better chance of survival.

As for the story itself, the Avengers have met the Ultimates as have the two Fantastic Fours and the Spider-Men, but what about the 616 X-Men and the scattered Ultimate X-Men? Even more importantly, what about "Mysterio" and his machinations that've placed the 616 Spider-Man, Black Widow, and Bucky in the Ultimate Universe? What's the endgame, and will two universes of heroes be able to come together in time to foil it? For the answers to those and other questions, kindly wait for the next chapter (not as long as this one, I swear) and remember to review. Again, big apologies for taking so long.