Recarnation Of Ultimate Spider Man

So not only did you find out your father rediscovered the super soldier serum, you yourself found out the formula by combining the files of an Italy geneticist, who is supposedly working for HYDRA, and your dad's old folder, and then proceed to give that s.e.n.s.i.t.i.v.e information to said HYDRA agent?"

I looked at him and nodded, "pretty much, yeah." We were in Fury's jet flying through the air.

Fury rubbed his eye, "You're going to give me a heart attack kid."

I shrugged, "maybe, but all's not lost," I opened my SA and displayed a map with a red blip on it, "I'm tracking Wyndham now, we just have to follow him back to wherever he's hiding, I can find my aunt and uncle, you can get that drive back."

Fury looked at the man, "he's going upstate. Somewhere...oh f.u.c.k."

"What? What's wrong?"

"That's an ex-CIA blacksite named Treadstone," Fury cursed, "how does he have access to that?"

"A CIA blacksite?" Cap asked, "that's illegal Fury, the CIA-"

"-Isn't our problem, not right now," Fury looked at me, "you are."

I nodded, "yeah, and if you want you can spank me later. But right now, we have a blacksite to break into."

"You can't, at least not this one," Fury glared at it with hate, "it's designed to be unbreakable. Only one man has even gotten in and he's…."

"Dead?" Cap asked.

"No, not by any stretch," Fury's eye landed on me and then on Felicia, lingering on her for a while before he sighed, "damn it, no choice," he pressed his communicator, "Hill, we need him….yes, the personal we discussed….I know, I just hope you're wrong. Pilot, turn this ship around, we have unfinished work to do."

"Who are you bringing in?" I asked, the plane did a sharp turn, we were now going North.

Fury looked at me, "the greatest thief in the world. The only one who has ever successfully sneaked into Treadstone underground base and come out with a list of CIA special agents. We put him in prison for life for that, too dangerous but….I guess this is a special circ.u.mstances."

I shrugged, "cool...mind if I call in some help as well?"

Fury raised an eyebrow, "who did you have in mind?"

"Oh you'll like him, he's bald too!" I chuckled as I dialed Jean's personal number, she picked up quickly, "hey Marvel Girl, I need a favour from the X-Men."

An hour later:

We watched as the X-men's plane landed next to the SHIELD jet, we were a few good miles away from the entrance to Treadstone, this way Wyndham wouldn't detect us even if he knew we were following him.

The blackbird's cargo hold opened up and the X-men walked out. Logan and Storm were in the same uniform I saw from before, with Jean and Storm walking right next to them.

Jean's costume had gotten an upgrade. She wore a black armoured one piece with a red 'X' in the middle of her c.h.e.s.t and a green jacket. The jacket's sides were yellow with the name Marvel written over her right c.h.e.s.t. He face wasn't hidden, displayed proudly for all to see.

Cyclops now wore his signature yellow visor and skin tight blue armour suit. His uniform covered his arms and legs, he had yellow boots and gauntlets with a large yellow 'X' on his c.h.e.s.t like a vest.

"Spider!" Jean cried out as she jumped into my arms, hugging me tightly, "I so missed you!"

Scott growled, "you know this guy?"

"What? Oh, right," she looked nervous, "he ah-he-"

"He saved her from Magneto," Storm supplied giggling at Jean's attempt to lie, "they are old friends."

I chuckled, "yeah, by the way, cool costumes you guys, totally digging the skin tight spandex."

"It's not spandex, it's a polymer blend ten times stronger than kevlar, able to stop bullets among...other things," Xavier rolled down the ramp stopping before me and smiling, "it's good to see you again Spider-man."

"You too professor," I shook his hand before stepping aside, "Professor, this is Nick fury, director of SHIELD. Fury, this is-"

"-I know who he is," the man cut in as he glared at Xavier, "when you said you were bringing in backup I didn't think you meant him."

"Is it because I'm a mutant, director Fury?" Xavier asked with a tilt of his head.

"No, it's because you're a man with the ability to brainwash people," Fury shot back.

Xavier smiled, "I see Spider-man's paranoia has rubbed off." Fury gave me a look, I said nothing but shrugged.

"Jimmy?" Cap called out suddenly as all eyes turned to him and Logan.

Logan sniffed Steve, "you ah...you know me bub?"

Steve chuckled, "ah, yes, you could say that. Are you...are you related to James Howlett? Is he your grandfather or-"

"-No," Wolverine cut in, "I'm James Howlett...I think."

"You think?"

"I ah, I lost my memories, didn't even know my own name until the kid here helped me out," he pointed a thumb at me.

"B-but how? How are you even alive?"

I shrugged, "he's a mutant."

Steve nodded to me and then turned to Logan, "it's been so long James I...you really don't remember me? Any of it?"

"Sorry, can't say I do," Logan growled out, "but...if you have time..."

Cap nodded, "just say when, I don't really have anyone to talk to about this, guess people like us aren't very common."

Logan nodded, "you can say that again."

Fury and Xavier went off into one corner to talk while Logan, Storm and Steve were talking to each other. Steve mainly spoke about what he knew about Logan's past, which admittedly wasn't much, even back then he was a private man. But Logan and Storm listened aptly.

"So, what's all this then?" Johnny asked as he walked out of the SHIELD jet, his eyes immediately were drawn to the red head, his jaw dropped, "woah. Who are you?"

"Who are you?" Scott growled getting between Johnny and Jean.

"Have you been living under a rock? I'm Johnny Storm!"

Scott crossed his arms, "and?"

"Hello? Fantastic Four? The Human torch? Ringing any bells here?" Johnny asked.

"No," was Scott's short reply.

Jean giggled, I sighed, "so predictable."

"Maybe," Jean shrugged, "where's Felicia?"

"When we're in costume call her by title, Black Cat," I told her, "she's in the jet, looking over the plans for the place we are trying to break into, it's always been her goal to break into a place like that, guess she's just trying her own thing."

Jean nodded as she I walked into the jet. We passed by an unconscious and tied up Jessica Drew, I felt my arousal increase as we pass by her.

Jean looked at her, "who's she?"

"It's ah...it's complicated," I sighed. We reached the main deck where Cat looked over a detailed holo map of the entire structure.

"Cat!" Jean cried out.

Felicia took her eyes away from the map and widened them in surprise, "Jean? When you did you get here?"

"Just now!" she hugged Felicia before suddenly kissing her on the lips, "I missed you both."

Felicia coughed into her hands, "I see you're still...active."

"Oh give it a rest, as if you wouldn't have done the same," I rolled my eyes.

"Speaking off," Jean turned to me and touched my mask groaning, "how do I take this off?"

I chuckled, "sorry Birdie, but I don't really think me kissing another girl while-"

"-Oh shut up you noble bastard," Felicia flicked the button on the side of my helmet raising the mouthpiece.

"Hey-"my protest was muffled my Jean's lips around my own as she kissed me deeply. Her tongue pushed into my mouth as I slowly gave in and fought back, easily winning as I pushed her tongue back into her mouth.

We broke the kiss, she smiled, "what do you two say to a night out after this?"

Felicia rolled her eyes, "never change Jean."

"Don't plan to," Jean smiled, "now seriously, a night out, you in?"

I shrugged putting my face plate down, "I'll have to take my car from where I left it last, but shouldn't be too much of a hassle."

"Alright! That settles it, tonight we're going out!" Jean grinned.

"Shut up, so loud..." a groan from the hangar doors came out.

"Drew's awake," I sighed as I stepped next to Felicia, "can you handle her?"

Felicia nodded, "yeah, I got this." She and Jean walked up to Jessica's stirring body, with me following behind a good twenty feet back.

"Morning sleeping beauty," Felicia spoke up as Jessica sat down on the seat, her arms and legs tied up in chains.

"Where are I?" Jessica asked.

"SHIELD jet," Felicia supplied.

"No," Jessica looked horrified, "you have to get me out of here, please! You don't know what they're like! They'll kill me! Please you have to-"

"-Hey, it's okay, everything's going to be just fine," Jean cut in, her voice soothing as she placed her fingertips on Jessica's temples, her eyes flashing a shade of orange before she closed them going limp.

"What's going on?" Felicia asked.

"She's in Jessica's mind trying to calm her down," I informed her.

Suddenly Jean woke up again and with her Jessica. Jean smiled, "so, you okay now?"

Jessica nodded, "y-yeah, I guess."

"What was she freaking out about?" I asked.

"She's been lead to believe SHIELD would experiment on her and kill her to access her powers," Jean informed us.

"Woah, that's...woah," I looked at Jessica, "no wonder you thought I was the bad guy."

"Still not sure that you aren't," she hissed.

"Listen spiderling, I ain't the bad guy here, have you seen the news? I stopped an alien invasion, if we were the bad guys, would we have done that?" I asked.

Jessica stayed silent, looking at me. She spoke slowly, "I...I asked about Hunts point, about what they were doing….I can't...I can't believe that-"

"What did he say?" I cut her off.

She looked into my eyes, "that he did what needed to be done. But he said no one got hurt, no one."

"That's a lie," Fury called out as he and Xavier walked in. We all turned to him as he grabbed a SA from his jacket pocket and increased the size.

I whistled, "damn, you a fan Fury?"

"It has its uses," Fury smiled before displaying a file and showing it to Jessica, "31 children, dead. And in their DNA, I understand, is trace amounts of your blood mixed in with deadly amounts of radiation. He killed children, whether you like it to be true or not is up to you."

"He-he promised to cure me," Drew looked like her world just crashed around her, I could sympathies.

"He lied, he was using you to create an army, and now, he just might have one," I walked up to her, resisting the urges I could feel swell up inside of me. I unlocked the cuffs that kept her restrained and quickly stepped away.

Fury and the others looked at me cautiously, I waved their worries away. I turned to Jessica, "that man in there killed my parents and now has my aunt and uncle. He's a monster, he tried to use your blood to make an army for himself, killing children to do it. I'm not blaming you, no, there is only one man to blame, him. If you want, join us, and together we can stop him. No one else will get hurt because of you."

Jessica rubbed her wrists, "I-I….I'm sorry," she looked down in shame.

I sighed and looked to Felicia, "well, I tried."

"Yes, this is Fury," Fury spoke up touching his ear piece, "good, bring him into the jet, we'll plan out our attack here."

"I'll call everyone else here as well," Xavier touched his forehead and focused. I assumed he sent out a psychic message, but then again I can't really be sure.

Soon though everyone had arrived, the X-men, Johnny, who was still glaring daggers at Scott, Cap, who stood next to Logan with a relaxed demeanor, a handful of SHIELD agents and well, my team.

"So who's the special guest you're bringing along?" Logan asked.

"Him," Fury turned to see Nat walking along with a man dressed in a SHIELD operator's uniform. He had a thich white utility belt around his hip and special gloves wearing a half mask that covered his mouth.

His hair was white, he looked old with lines running down his face. His eyes however were green, and very familiar shade of green...wait a minute-

"Daddy?!" Felicia cried out.

"Say what now?!" I blinked in confusion.

The man looked at Felicia in surprise, he lowered his half face mask revealing a white mustache and a small goatee. He looked at her wonder, "Kitten?"

Felicia threw her goggles off and ran to the man. Nat stepped aside as Felicia jumped into her father's arms. We all watched as she cried, hugging him tightly, the man in question looked at her and slowly tears began to fill his eyes, "Kitten!"

"Daddy!" they held each other, I could feel the loose coming from her, I could smell the sadness and utter joy she felt. I watched, we all watched, silently, letting the father and daughter have their moment.

"K-Kitten, what are you doing here?!" he turned to Fury, "did you put her up to this?!"

"No, he did," Fury pointed at me, Felicia's father snapped at me, I gulped in fear, 'Fury you asshole!'

"I-ah, I...it's nice to meet you sir, I'm Spider-man," I went stiff. I swore I heard Jean giggling behind my back.

"And who are you?" he hissed.

"He's ah...he's my friend" Felicia stammered out in a blush, "and he didn't do anything, I came to stop-wait, what the hell am I doing?!" Felicia drew back a fist and clocked her dad across the face, hitting him square on the nose, "where the hell have you been?!"

The rest of us blinked in surprise. Damn, that was a total 180.

"Kitten I-"

"-Do you know what mom's been through?! What happened to us after you left?! Where were you?!"

"I was...I-"

"-With us, in a SHIELD prison so secure not even he could get out," Fury explained.

"Well I wouldn't say that Fury," the man adjusted his nose, grunting in pain, "we had an agreement, I was your prisoner and in exchange you let my family go."

Fury shrugged, "sure."

"I'm sorry, can someone explain what's going on here?" I asked, I really didn't like knowing shit, "I thought Kitten's-" I stopped as the silver haired man glared at me, "I mean, Cat's dad was dead?"

"He was, for all intents and purposes," Fury nodded, "his name is Walter Hardy also know as the Cat. There wasn't a safe he couldn't get into and a building he couldn't breach. He was a pain in the a.s.s, but we finally caught him."

"You mean I let you catch me," Walter looked at his daughter, "to make sure my Kittens would have a normal life, away from me."

"Fat load that did," Logan huffed.

"Enough," Cap called out, "we are wasting time. Every second we waste HYDRA is that much closer to getting the super soldier formula. We need to move, now."

"I'm not going anywhere unless Fury gives me a reason too," Walter spoke up.

Fury raised an eyebrow, "what do you want?"

"My Kitten, she's not going to have any part in this," Walter warned.

"What?!" Felicia cried out, "you can't!"

"I can and I will."

"You can't just leave and then show up one day acting like you're still my dad," Felicia hissed, "you have to right to keep me away from this!"

"Do you even know what this is?!"

"Yes, we're about to break into a top secret ex-CIA black site called Treadstone to get back my boyfriend's aunt and uncle," Felicia huffed.

Walter looked to Fury, "how involved is she?"

"Not much, now, since obviously she doesn't want to leave anywhere, I'm assuming she's coming with us. So, can we all get serious here?" Fury ordered.

Walter looked at Felicia before sighing, "fine, show me the map," the hologram came up, Walter quickly studied it and put a finger on a ventilation shaft a few miles away, "there. That's our entrance. We get in there, there should be a panel we can use to override the security door and open the front doors for us. Get me in there and I can crack it open."

"Good, then we take it by storm," Cap pointed out, "James and I will take the lead, Cyclops and Marvel girl can take bring up the rear with Spider and Johnny. Storm, your powers won't be at a 100% in the narrow corridors. Stay out here and make sure anyone who tries to leave doesn't get far. Nat, you and Black Cat go with Walter and find a way inside, sneak around and find Spider's family. Any questions?"

No one objected.

"I talked to the professor, he'll connect us all telepathically," Fury stated, "so from now one we don't communicate verbally, it'll getting some used to, but we'll adapt."

"Yes, well, all except Spiderman and Blackcat," Xavier spoke up.

"Why?" Fury raised an eyebrow.

"We have mental dampers in our masks, but..." I sighed, tapping my temple, deactivating the sensor, "I guess we can do without it."

Xavier nodded, "thank you for trusting me Spider-man." I nodded, saying nothing. I helped Felicia turn off her mental damper as well.

We moved, Felicia with her father and Nat, we with Johnny, Scott and Jean. Before we went our separate ways I scorched Nat and pulled her aside, "Nat...if something goes wrong, take her out of there. Please."

Natasha nodded, "don't worry Peter, she'll be fine."

I nodded and quickly walked with the rest of my squad as we walked to where the entrance of the facility was supposed to be, a tunnel sized entrance with 10 inch steel reinforced gates. We waited outside for the Cat to open the doors.

"Peter? Can you hear me?" I felt Jean's thoughts enter my head.

I focused my mind and tried to answer nonverbally, "yeah Jean, what's up?"

"You're worried about her aren't you?"

I chuckled, "you don't need to read my mind to know that."

"I didn't, relax, she can handle herself."

"Kitten has a way of biting off more than she can chew," I told her, "she's...she's passionate about protecting those she cares about."

"Sounds like someone else I know."

I smiled, my nerves calmed down a bit. And then the doors started to open.

"They got in! Move!" Cap ordered as he and Logan lead the charge. They rushed in and suddenly the entrance was covered with a hail of bullets. We hide behind some crates using it as cover.

Cap then jumped out with his shield before him, deflecting all the bullets. Logan growled out and took out his claws, charging into the enemy lines, hacking and slashing his way through.

I didn't like blood, I hated it, I hated the idea of death, but if had to be done. This was HYDRA. I ran behind him with Johnny, Scott and Jean following closely behind.

We fought off the armed soldiers. I sent out repulsor blasts at the ceiling bringing down chunks of rocks over them. Jean threw crates at them while Johnny and Scott blasted them with fire and force.

Suddenly we came across a fork in the hallway. Cap made us stop and looked to either side. "We have to split up. James, you're with me, Spider you take the rest."

I nodded, "you got it Cap!" We quickly split up as I lead my small squad down the narrow hallway.

A door showed up at the end of the corridor. I made them stop, I turned to Jean, "Marvel girl, check to see who's on the other side."

She nodded as she placed her fingers to her temple, focusing on the other side of the door. She blinked, "30 men, all armed, leveing their guns at the door. The moment we step in they will fire at us."

I nodded, I looked at the door, steel, probably can't break through it...unless. "Cyclops, step up," he stood next to me, "on my signal, fire at the door and don't stop, okay?"

He nodded as he put a finger on his visor. I turned to the door and puffed my c.h.e.s.t out, "unibeam, max power, fire!"

Twin blasts of concussive force came flying out of his eyes and my c.h.e.s.t as the door was ripped off it's hinges and sent flying into the room, knocking out a handful of men.

"Light them up Johnny!" I called out. The flaming man flew over me and into the room, sending out a stream of fire out of his hands into the remaining men. Scott, Jean and I charged in, while the shooters were too busy firing at Johnny we made our move.

Scott started firing into their ranks, knocking them down in waves. I took out my spider shaped shuriken and threw them at the small army, piercing their gun arms before they even had a chance to pull the trigger.

Suddenly the steel door from before flew into the air, I saw Jean focusing on it as she used it to sweep the men off their feet, knocking them all back. The room was clear in two minutes.

I panted looking around, "nice work gang."

"Okay, now this is more my speed," Johnny grinned, "an ancient Nazi organization, kidnappings, bad guys with guns! Hot redheads! It's like someone's been reading my diary!"

"You have a diary?" Scott raised an eyebrow.

"Yeah he does," I chuckled, "I found it once, did you know he still sleeps with his-"

"-Shut it webhead! Or I'll burn your clothes off!" Johnny yelled getting us to laugh pretty hard.

I looked around, we were in what looked like a giant hangar of some kind, heavy equipment were across the room, beams of steel and concret. They were still building this place up.

"We need to move, find out where Wyndham's lab is, Jean can you do a sweep, figure out where any more concious humans are?"

"I'll try," Jean closed her eyes and focused, in seconds she opened them again, "there," she pointed at a small door to our right that had an electronic lock.

"What did you find?" I asked her.

"People, scientists I think, working on something, against their will," Jean narrowed her eyes in hate.

"Sounds like Wyndham's M.O." We reached the door, it was locked.

"Stand back, I'll blast it open," Cyclops said reaching for his visor.

"So need Cyclops," I waved him down pulling out a wire from my gauntlet, inserting it into the keypad, "I got this." It took seconds from my decoder to break the code, it unlocked with a click, "ta-da!"

"Decoder?" Johnny asked.

I nodded, "yup."

I opened the door and slowly walked in. This part of the fort was much cleaner, it looked state of the art. The walls turned to glass the further we walked in. I looked inside, it was a lab of some sort, big enough to hold twenty people, but I saw only four people inside wearing white lab coats.

"Are they loyal to HYDRA?" I asked Jean.

So closed her eyes, "no, none of them are here willingly."

I nodded, "then we get them out of here, now." I walked up to a glass door and quickly unlocked it as well. The door slide open and we walked in.

"Who are you? What are you doing here?" a female scientist asked seeing us.

"We are here to get you out, we are with SHIELD," I told her.

"SHIELD? Really?!" the others cheered.

"We are, right now we need to get you out. Cyclops, Marvel girl, get them out, Johnny and I will keep working our way through them."

"No! You can't!" an older man cried out, "if we leave they'll kill our families!" He ran up to me and grabbed my suit, "you can't do this!"

"I promise nothing will-" I stopped, I couldn't believe my eyes. He was older, so much older. He looked thinner than I remembered but….it's him. My voice cracked, the words came out without me realising it, "d-dad?"

Richard Parker looked at me, his eyes questioning, "I'm sorry?"

"G-get them out! Get them all out!" I yelled at the mutants, Jean flinched, she must have read my mind, f.u.c.k.

She and Scott moved to the scientist, "please, follow us."

Richard yelled, "you can't! They'll kill our-"

"-Your family will be fine!" I yelled, holding him back as the rest of them leave.

"Good luck Peter," Jean wished me as she took them all away.

I turned to the man, I raised my hands to my helmet and unlocked it. "Dude what are you-" Johnny protested but I held up my hand silencing him.

I slowly removed my mask and looked at the tall thin man standing before me. Richard's eyes went wide. I looked at him, "dad?"

"Pe-Peter?" Richard sounded like he was unsure of what he saw, "is that really you?"

"How are you alive?" I touched his face, trying to see if this was another robotic decoy of some kind, but I found no reason to suspect so.

"I-I, your mother and I," tears started to well up in his eyes as he hugged me tightly, "oh my God, my boy, my baby boy!"

My throat choked up, it wasn't fair, I wasn't his son, not his real son. This isn't fair….but what could I do? I slowly hugged him back, "we need to get you out of here dad, now."

"I-I, no, not yet!" Richard broke the hug, "Wyndham has my files! All of them! He can use them to create the super solider serum for HYDRA! We need to stop him!"

I smiled, "relax dad, I already got that covered. He won't be getting anything soon. We need to get you out of here and then find Wyndham, he needs to answer for what he's-"

Spidey senses went wild. "Get down!" I shot a web line at Johnny and pulled him away, ducking down, just as a black figure swished through where we were just a moment ago.

We quickly got back on our feet, I put the mask back on and watched as a ten foot tall figure of black walked out from behind a cabinet.

It was a tiger, or so it seemed. It stood on two legs, had black fur with yellow stripes and a yellow vest on it's back. It's body was rippling with muscles, it looked like it could bend steel with it's arms. It snarled as it's amber eyes leveled at me. It's claws were the size of my hand, it clicked as suddenly it leaped at us.

"Flame on!" Johnny yelled sending a fireball at the thing. The tiger thing was sent flying back and it yipped in pain. I tried to get back up but I quickly sent out a blast of bio-electricity at it, enough to knock a bull unconscious.

"How did you, did you obtain subject D's powers?" Richard asked amazed.

"Kind of," I nodded, "what was that thing?"

"One of Wyndham's side projects. A human animal hybrid strong enough to match Captain America's strength, but dumb, so very dumb."

"Ah guys, we got company," Johnny called out. I turned to see more animal hybrids poor into the lab, each standing on two legs. There was one that looked like a boar, one that looked like a horse and one that looked like a chiwawa. Obviously the last one frightened me the most.

"Alright then," I charged up my repulsors, "let's get cracking."

Johnny and I blasted through the animals like they were paper. Johnny burnt them enough to make them run away while I broke bones with my blasts and fists. I tied them all up with concret webbing, forcing them to stay jumbled up into the giant mess of flesh they were now.

I turned to Richard Parker and gave him a thumb's up, "told you we could handle it. Now come on! We got a job to do!"

Richard nodded blankly as we ran out of the lab and down the corridor. He took the lead, guiding us through the base. We passed by the security room, I stopped and broke open the open quickly with my decoder.

We walked inside and saw two guards aiming their guns at us. Two beams of fire from Johnny melted their guns and split kick from me knocked them out.

I went to the terminal and began to track the SHIELD agents and Cap's location. I found them all in the main hangar I had just cleared out, fighting the Sandman. They were losing, badly! Cap used the area around him to get an advantage, breaking open pipe lines to slow down the monster while Wolverine was just being battered around like a toy.

"Johnny you need to get there and help them, you're the only one who can!" I yelled back.

"On it!" Johnny yelled flaming on and flying off.

I began to move as well, "stay right here, I'll be back soon."

"Where are you going?" Richard asked.

"Sandman, I'm going to stop him," I replied, having no clue how to actually do that. Maybe Cap had it right, use the water, could work.

"What no! You'll be killed!"

"Relax dad, I'll be fine," I told him, "I've dealt with him before."

"Not like this you haven't!" he pointed the Sandman's body, "he's lost control! Wyndham has given him full freedom, he's a monster Peter, one move and you're dead!"

"Well then any suggestions?" I asked.

Richard looked scared, I can't blame him. He thought for a moment before nodding, "yes actually, I do have one."

I blinked but followed him back into his lab. Luckily the animal hybrids were still trapped by my webbing. We went to his work station where he took out a metal box and opened it to reveal two gauntlets.

"I made them for Wyndham to control the thing if he ever got loose, but that never came. They produce a vibrational frequency that will alter the body composition of the Sandman, making him break apart like glass."

I picked up the gauntlets, they weren't that big, I couldn't fit them over my own. I cursed, I needed to make a choice now. I quickly took off my gauntlets and put on Richard's, I felt it hum in energy.

This felt familiar...the shocker, he used gloves like this didn't? Hm, have to look into that later.

I turned to Richard and nodded, "I'll be back soon," I tossed him my gauntlets, "keep them safe for me!"

I didn't wait for a reply as I ran into the main hangar. I saw Cap about to get smashed into red white and blue mush. "Cap!" I yelled, throwing my arms forward and activating the gloves, sending out vibrations strong enough to shatter Sandman's composition.

"WHAT?! NOO!" he looked at his hand and watched it melt away into nothing. The thing focused, tried to call the sand back to it, but failed. "HOW?!"

"It's way to complex for someone like you to understand sand boy," I cried out. Johnny came flying in and picked up Cap, putting him right next to me before circling around and bathing the monster in flames.

"Thanks for that Spider," Cap spat out a wad of sand, "do you have a way to take him down?"

"I think so," I pointed at the gloves.

"Right, then do it!"

I nodded and ran up to the Sandman, jumping around it, blasting out waves of the energy. I pinned down more and more of his sand, reducing his size. Johnny then came swooping down and blasted the thing with enough heat to make the rest of it's body into glass.

I panted as we stepped back, watching the human shaped glass structure land onto the middle of the ground with unmoving sand surrounding it.

"That….was exhausting!" Johnny cried out.

"You're telling me," I sighed, I looked over and saw a hand sticking out the sand, a hand with three metal claws attached to it.

I went over and pulled Logan out of the sand, he gasped and spat out enough sand to make a castle, "I hate the beach."

"Why? Can't swim?" I asked. In response he just growled at me, glaring hateful daggers.

"Son!" I saw Richard run into the hangar with my gauntlets in hand.

"Son?" Cap asked surprised.

"Yeah, guess today's the day when all dad's somehow come back from the grave," I sighed as he approached us, looking at the glass encased Sandman.

"You did it," Richard panted as he looked in awe.

"Hey, we helped," Johnny smirked.

"Thanks for the gauntlets dad, they were amazing," I took them off and gave it to him, putting my own on in exchange.

Richard then turned and gasped at the sight of Cap, "y-your Captain America."

"In the flesh sir," Steve extended his hand.

"I-I've been following your work since I was a boy!" Richard quickly shook his hand, "I base my entire life's work on you."

Steve smiled, "Peter told me what you did, it takes a brave man to stand against evil, especially the way you did."

"I-I didn't do much, I just ran and...oh God," he turned to me with realisation in his eyes, "you fought aliens?!"

I blinked and looked around, "are you talking to me?"

"Yes! You fought aliens! And you're an Avenger! How-Does May and Ben know about this?!"

"No!" I cried out, "and you can't ever tell them! They would freak out!"

"What about me?! I'm your father!"

I shrugged, "think of it like a father son bonding experience. After all, a family that fights evil Nazis together, stays together."

"I think I'm having a heart attack," Richard rubbed his forehead.

"Huh, so that's where he get's it from," Johnny whispered.

"Spider!" I heard a familiar voice. I turned to see Felicia running out of a tunnel entrance with her father, Nat, May and Ben.

"Cat!" I cried out, spreading my arms out.

"Not the time honey!" she yelled. I looked over he shoulder and saw a squad of those animal hybrids chasing them.

"I got it!" I leaped over them and leveled my repulsors at the animals, blasting them back into the tunnel. I kept firing them back down every time they tried to get up, until finally they were all unconscious.

"Ben?" I heard Richard ask.

"Oh my God," came a faint voice. I watched as May fainted on the spot. Walter immediately caught her, while Ben just looked like he was doing his best to not faint as well.

"H-how?" Ben asked.

"It's a long story," Richard sighed.

"One we don't have the time for," Nat grabbed Ben's arm, "you're coming with us, let the others take care of this."

"But I-" Richard looked at me.

"It's fine Dr. Parker, we got this," I gave him a thumb's up. Nat, Walter carrying May, Richard, Ben and Felicia and ran to the exit, Richard throwed me a final look of regret, but I just waved him ahead.

Just then Cyclops and Jean entered, "we got them all out, SHIELD agents have them," Jean informed me telepathically.

"Got it," Cap nodded, "professor, can you get a fix on Wyndham?"

"I have been trying so for the last half an hour captain, I believe he's three floors down," Xavier responded. Huh, I was wondering where he went.

"Alright, you heard the man, let's move!" Cap ordered as he, Logan, Johnny, Scott, Jean and I all followed his lead towards a hallway that lead to a staircase.

They ran down, while I jumped over the side, free falling three floors before shooting a web line and swinging down into the door, slamming it open with my feet.

I landed on my knees and looked up, "woah."

The others quickly came in behind me and stopped in awe. The room was a large corridor filled with ten feet tall vats of blue liquid of some sort. The surface of the vats were frosted over, we couldn't see through their translucent glass surface.

Johnny lite his hand on flames and approached a vat, cleaning away the layer of ice, showing a mangled face underneath.

"What the f.u.c.k?!" Johnny cried out s he jumped back. I narrowed my eyes, I etched the face into my memory, Wyndham….you monster.

It was the face of a 12 year old child, blond hair, blue eyes. His mouth had no lips, his face swollen into itself with it's forehead jutting outwards. It was diseased, I prayed it wasn't alive in the first place to begin with, no one deserved such a life.

"Don't feel too bad," Wyndham's voice came through the speakers, we looked around but didn't find him anywhere close. He must be monitoring us through a camera. "They felt no pain."

"Y-you sick bastard!" Johnny cried out, "you twisted son of a bitch!"

"Language Mr. Storm," Wyndham chuckled, "surely you, a child born to a family of scientist can understand that sacrifices have to be made?"

"T-they are dreaming," Jean said with closed eyes, "he's brainwashing them, trying to make them loyal to him...to HYDRA."

"What are these things Wyndham!?" Steve cried out, I looked around, he had to be here, there was no other place for him to hide, no doors, nothing.

"Clones, of you dear captain...I could even go far as to say they are your children," came the evil voice.

"What?" Cap's voice was reduced to a few pitches I felt fear just listening to it, the rage, the utter anger.

"These were my very first attempts to recreate the serum, clones, plain and simple. But you see, they were...defective. Your DNA is very hard to replicate with the few tissue samples we had."

"That's impossible, I never gave any samples," Steve called out. He motioned to us, signing us to move around. I nodded as I jumped into the ceiling, melting into the background of the dark roof.

"Jean, he has to be somewhere he, can you scan him?" Captain asked mentally.

"Yes sir, I will," Jean closed her eyes as Scott and Johnny stood around her, looking for trouble.

"Yes, you never gave any samples Captain Rogers...but Peggy Carter did," I paused at that, I could almost hear how pleased he was.

Steve's eyes went wide, "what?"

"You didn't know did you? That she was pregnant at the time? That she had your child? A child that...met with an unfortunate accident?" Wyndham laughed.

I blinked, 'this isn't right, this...this isn't part of the movie universe! Did….did I change something?'

"No," Logan gasped, clenching his fists in fury.

"What did you do Wyndham?!" Steve cried out. I moved around, I need to find this guy, now!

"He was such a beautiful child Captain," the monster continued, "he had your eyes...and her hair."

"There!" Jean cried out, pointing at a far away wall.

We all charged ahead, when suddenly all the vats started to vibrate and suddenly, the clones inside jumped out and landed before us, n.a.k.e.d like newborns, and each mutilated in some form.

Some were missing their skin, some were missing a limb, some where hunched, one was so deformed he looked like a mutated frog.

"SCREECH!" they all yelled, I heard some of their vocal chords snap from the tension. They charged at us.

I jumped down and grabbed two, throwing them at another group, slamming them all into the ground. I then stepped back and webbed them up to the ground, "there, that should-"

SNAP!

"-F.u.c.k," I hissed, jumping back just as one tried to swipe his three digit hand across my face, only to miss my five feet. They were strong, but stupid.

"These things are f.u.c.k.i.n.g creepy!" Johnny cried out as he lunched a fireball at one, only for it to shrug off the flames and tackle Johnny to the ground. "AHH! Get it off! Get it off!"

"I have you," Jean picked up the clone and threw him back, Johnny's eyes were wide with fear as Scott stepped up and blasted a whole bunch of them back into the wall.

"We'll handle this, you find Wyndham!" Logan to Cap and he swiped his claws across a clone's neck, spraying blood everywhere.

"We harvested what we could from your son," Wyndham continued to talk, he wanted to provoke Steve,and judging from the Avenger' face, he was succeeding.

"Shut up!" Steve cried out, throwing his shield at a speaker, destroying it easily before charging at the wall Jean pointed to.

Just then the elevator opened up and out of it poured dozens of those animal hybrids, they quickly surrounded us, helping the clones push us back. I had to jump to avoid a rhino's horn from impaling me.

We stood around in a circle, the clones and animals surrounding us. I looked at cap, he looked pissed, "got a plan cap?"

"Yes, carve a path for me, Wyndham's mine," he growled.

"Short, I like it," Johnny thrusted his hands to the side, flaming on, "ready Cyclops?"

"Say when Flameboy," Scott touched his visor.

"Hey, that's what I call him!" I chuckled.

"Ready?" Cap asked, "fire-"

KAKOOM!

We all stopped and watched a vat come toppling down, crushing the clones and hybrids, clearing a clean path out. And standing on the other side was Jessica Drew with a look of determination on her face, "your route captain."

"Okay, now that's cool," I smiled.

"Move!" Steve yelled, leading the charge with Logan following him. I jumped up, high kicking a tiger Hybrid that tried to pounce on us in the face. I landed outside the mob and stood back to back with Jessica as we punched and kicked the small army back.

"So you changed your mind?" I asked her as we kicked away one deformed clone after another.

"You were right, it's not my fault, but I can at least do something to stop it!" Jessica yelled as she threw several clones away, zapping them with her electricity.

"Cool," I grinned, "guess that makes you a superhero huh?"

"If you say so," she grinned back. Damn...she's kind of cute...I wonder is Felicia and Jean would be open too...neah, no need to be so greedy.

Jean, Scott and Johnny were clearing them out in the droves. Jean pushed them away into the walls while Scott and Johnny blasted them back with pure force and fire. I couldn't help but grin, guess I got my own team now huh?

"I have a plan!" Jean called out.

"What is it?" asked Jessica, who apparently was now linked into our telepathic communications.

"I'm going to bring the roof down, cut them off!" Jean explained as she looked up at the roof, "Scott, I need you to help me out."

"Just tell me what you need," Scott replied.

"Everyone! Get back!" Jean cried out. Jessica and I jumped away as Johnny sent out a wide spread blast, burning the enemies in front of us. Scott quickly sent two powerful beams at the roof and stepped back, Jean closed her eyes, I felt her brain being stretched to the limits as suddenly the roof came crashing down, dividing the room, cutting off the clones and hybrids.

I panted, watching the dust down, "okay Jean, you officially take Storm's place on my 'coolest mutant powers to have ever' list."

Jean smiled as she bent over, panting, "t-thanks Spider."

"We need to move," Johnny said as Jessica helped Jean up, "Cap might need us."

"Right, can you move Jean?" I asked.

"I'll manage," she sighed.

We quickly took off and found Cap and Logan standing before a broken wall, it looked like Logan had gone all ape shit on it, ripping it apart with his claws. He tore the wall apart and on the other side was a metallic door.

Logan roared and thrusted his claws forward, only for a gigantic electrical feedback to blast him away.

"Logan!" I cried out, jumping into the air and catching him, putting the now, surprisingly extremely heavy, unconscious man on the ground. I felt his pulse, "he's just knocked out."

"I'm afraid even his...impressive metallic claws can't cut through this," Wyndham's face spread on a monitor to the side of the door. He stood in the middle of what looked like a lab, "it has enough electrical current running through it to fry an elephant, I suppose his mutant powers are the only reason he's still alive." He then looked over my shoulder and a sad smile came on his face. "So Jessica, I see you decided to side with the enemy."

"You're my enemy," she growled out.

Cap looked at the man in rage, he threw his shield forward slamming the sharp edge of his shield into the door, making a dent before it flew back into his hands, "what did you do to Peggy?!"

"Nothing, nothing at all," Wyndham smiled, "but your son...well, sacrifices had to be made."

"You monster!" Steve cried out, throwing his shield again and again into the door but it didn't leave anything more than a scratch.

"That door was made to stand a blast from a hundred pounds of TNT, I doubt a frisbee can do any harm to it."

"Then it's a good thing they have me," Cyclops replied stepping forward, sending out a optical blast strong enough to rip apart steel walls, slowly pushing the door apart.

I grinned, I turned to the monster, expecting Wyndham to be sweating bullets, but he didn't, he looked claim, "Impressive indeed, but no matter, I want you to come for me, I expect it, because I have a little surprise for you all."

BOOM!

Cyclops' optic blast ripped apart the door revealing a set of stairs going downwards. We followed cap down the stairs and it lead us into a giant lab with a raised platform in back and Wyndham standing before us, injecting himself with a red syringe.

"What is he doing?" Johnny asked.

Wyndham smiled as he dropped the now empty syringe, "what I did you stupid boy, is make me the next step in human evolution! I must thank you Spider, the data you gave me was invaluable! With it I was able to complete my formula," he threw away his can, spreading his arms out as suddenly his wrinkles started to disappear, "you think I joined HYDRA to become a f.u.c.k.i.n.g NAZI?! No! They were just a tool to be used! Like you all! I will now ascend to the highest form of human perfection, evolving beyond what you people think capable! I have unlocked the potential of the human body, I will soon become-"

"Actually evolution is a gradual change over hundreds and hundreds of years. What you're doing is metamorphosing," I called out, cutting the man off. Everyone looked at me, I shrugged, "what? He's a genetsis, he should know this crap!"

"You will be the first I crush Spider!" he roared as slowly he started to grow bigger and bigger, increasing his muscle size.

"Everyone, charge, don't let him finish his change!" Cap cried out.

"Meah, don't bother," I called out.

"What? Why?!" Jessica asked in a panic.

"Because, 3...2...1...and..."

"BRUGH!" Wyndham reached as he vomited out his lunch and several drops of blood.

"That's why," I chuckled, "what type of moron would just inject himself with something that's never been tested?"

"What did you do?!" Wyndham cried out as suddenly his muscles started to shrink, his wrinkles returning and his body losing weight faster than an anorexic beauty queen.

"Did you really think I would just give you the Parker's research?" I chuckled as the others looked at me, I walked forward, stepping on the platform, watching Wyndham curl into a ball as he held his guts.

"Y-you changed the formula?! Impossible! I checked it over myself!"

"Maybe, but you never knew the full formula did you?" I squatted before him, "you see, on the way over to give drive...I decided to be a bit of a d.i.c.k."

Some time ago:

Felicia was behind the wheel as she flew my car towards the meeting point. She looked at me in the passenger's seat as I linked the hard drive to the car's onboard HUD, "what are you doing?" she asked.

"I'm putting in a trap," I told her as I looked into the formula, memorising it and quickly putting in over a dozen tracking softwares and a few self destruct viruses.

"Think they would fall for that?" Johnny asked.

"Worth a shot, I'm not just going to give them the super soldier formula without a fight," I growled, "can you imagine? Nazi's with an army of Caprain America's?"

"You know, you should try and change it, so that they can't use it," Felicia suggested.

"No, from what you told me of this Wyndham guy he's a genetic genius, he would know if something was missing," Johnny shook his head.

I stopped typing into my HUd and looked at my friends, "yeah….but if I rewrite the formula, he wouldn't know. He...he might know half of it, just the first half. But the rest...it could be anything."

"You have half an hour, do you really think you can make a new super soldier formula in 30 minutes?" Johnny asked.

"Of course not," I smiled, "but I can make a defective one in less than ten minutes that can seem to be the real thing."

Now:

"I destroyed the real formula," I walked up to Wyndham's withering form, the other's slowly approaching, "I didn't bother memorizing it, not worth the trouble." I lied, "the thing you injected yourself with? It's a f.u.c.k.i.n.g dud. Like the thing between your ears."

"You bastard, you risked your relatives lives for this?!" Wyndham yelled.

"No, they were never going to be in danger," I walked away, spotting the hard drive linked to a computer terminal, "I knew Fury would be pissed, he could come after us and probably send his best agents. I also knew I could convince him the danger of HYDRA possessing the 'super soldier serum'. So all I had to do was get SHIELD to bust my relatives out before you discovered my little trick. Ta da."

"Woah," Jessica blinked.

"Yeah, he's such a Slytherin," Johnny snorted.

"Y-you monster!" Wyndham roared, "do you have any idea what you have done?!"

"Stopped nazis from taking over the world?" I shrugged as I typed away at the computer, suddenly pulling up hundreds upon hundreds of files.

Wyndham's eyes went wide, "w-what?! How are you doing that?! It should be impossible for you to access those servers!"

"Should be, but you see, I also put a little bug in the formula, the moment you stuck it into your terminal to analyse it, my virus was infecting every serve it could, meaning," I plucked the hard drive out, "I now have the location of everything HYDRA you worked with over the past ten hours. Not back for a kid from Queen's huh?"

Wyndham looked like he was going to die right then and there. Instead he just chose to faint.

We walked out of that base, Cap carried Wyndham over his shoulder while Jean telekinetically carried Logan. We found SHIELD agents outside waiting for us with guns pointed at the entrance.

Cap walked forward just as Fury walked passed his men and approached us, "sir, we captured the HYDRA agent Wyndham, and Spider was able to procure vital data on the enemy."

Fury looked at me waving the hard drive, "and just how did he do that?"

"It's ah...it's a long story...you might not like me much after I finish telling you."

Fury narrowed his eyes, "to be frank kid, I don't like you much now." I gulped, great, just what I need.