Continued from here part 4

The ruins of Denver Colorado, Goblin Grind.

An old man with a goblin mask hanging from his belt stands in the middle of a make-shift arena that had once been a football stadium. He listens to the cheers for a moment before raising a hand to silence them and brings up a microphone, "We will attend to your entertainment in a moment, first I must make an announcement. I'm too old for this crap anymore so I'm heading to the kingdom down in Florida so today we're here to see which one of you scum has what it takes to take my place."

He then pulls out a vile from his pocket and raises it into the air, "So which one of these contenders can take the Green."

As he finishes several burly men walk out ready to fight. Before the gate closes a man much smaller than the rest steps in with a cocky smile. His name is James Macendale. James had spent the last few hours antagonizing his opponents so when they stepped out on the sand they all turned on him immediately deciding to face each other after killing him.

As they charged James made no move to escape just stood smiling until he saw them all standing close enough together then tossed out a small object. One of the men looked down just in time to recognize the pumpkin bomb as it went off instantly killing them all.

The crowd went silent as the old man came up to James. He smiled and shouted to the crowd, "That is a true Goblin folks."

He then slid the goblin mask on James' head and raised his hand in victory.

***

Manhattan

Ben shakes his head as David pulls up a manhole cover. David looks to Ben, "We can't all spin webs."

"You could pick up a web shooter."

David nods, "Yea, but without the spider strength a good swing would rip my arm out of socket."

"Good point, but it doesn't mean I have to like the sewer."

"Most don't."

Creed 7 looked at them confused but slightly amused as he stood watching to make sure they weren't spotted. As they dropped down Ben asked, "You think there are gators in here?"

David laughed, "Of course not, the Krangs ate them."

Creed 7 got an almost wistful look. Ben looked back, "You hoping to see a krang?"

"No, I'm hoping to fight one."

Ben and David stopped and stared at him for a moment in disbelief but David shrugged, "If one pops up, he's all yours."

"Thank you."

***

They wandered through the sewer for about an hour noticing new grates over all the formerly well known exits before setting down to check for alternate routes. Ben looked to David, "We need to go top side."

"Its broad day light, we'll get spotted in a minute, if not by a patrolmen then a monitor drone."

Ben sighed, "We need to keep moving, its the only option."

***

Lieutenant Carla Guerrero stood in the Iron hall waiting for her upgraded armor to arrive, she'd payed for some non standard add ons out of her own pocket and was eager to see what she could do with it.

***

Her superior, Col. Stan Winchester entered as she finished putting it on, "Looks a little light."

"That's the idea, I figure if you want to catch a spider you should be able to move like one. This has better range of motion. Also I added a new weapon."

She then shot out a hard light web, "This and the shield generator cost me 3 months pay."

He nodded, "I was wondering how you planned to compensate for durability. Well, looks like you were right about the Creed, you and your team are back on the Spider, if you happen to spot the monster they turned loose on him shoot on sight."

"No problem boss."

***

Near the Hudson river

David, Ben and 7 quietly crept through a docking bay hoping to spot a ferry they could stow away on. Unfortunately all they could find was a garbage scow but before they could get to it 7 and Ben both stopped in their tracks and dragged a confused David back into the shadows as several soldiers blocked their path. 7 looked to Ben, "Distract them."

Ben then jumped high in the air and shot both soldiers with webs and slammed them into each other causing them to turn on him. 7 climbed up to the top of a large storage unit and waited. Ben swung past his position followed quickly by the soldiers. 7 dropped down on their backs and tore open maintenance ports on their armor. Suddenly they dropped like stones and lay motionless on the ground.

David peeked from around a corner, "Are they dead?"

"They should be fine so long as they're found within the hour."

Ben landed behind him, "What'd you do?"

"I put them in quarantine mode."

The three stared down on the soldiers as 7 quickly explained how to do it for future reference and heard the soldiers yelling at their on board computers, "Disable quarantine!"

The computers just kept repeating, "Negative."

David then saw the scow ready to leave, "Our ride's leaving, Ben, its been fun but me and the fur ball gotta go."

7 looked to Ben, "Thank you for your help, I am in your debt."

"Just doing my job."

***

Iron army monitoring post 476, near Dallas, TX

Kaine Reilly slid on his mask as his sister, the new Scarlet Spider stood beside him just outside the station, "I didn't ask for this you know."

Kaine nodded, "I never accused you of it."

"You didn't have to, you've been pissed ever since I got the suit. Actually no, its been since Ben got his suit. That's it isn't it, you never wanted this suit any more than I did."

Kaine sighed, "I was a better choice than him, he's barely got two years training. I have been working for it since I was 10."

"You want to know why you didn't get it?"

Kaine chuckled, "Enlighten me oh wise one."

"Cause Spider-Man can't be pissed off all the time and you were born mad."

He gave her a wary look, "Can we get to work now."

"If we must. You take the guards, I got the towers."

He then popped his knuckles, "Sounds fair to me."

He then began forming a web with the spinnerets in his wrists as he ran toward the guard stand. He stopped just out of sight to prepare and moved when he was ready. He took to a tree and fired off several balls of webbing that made two soldiers come running. One got stuck in a large web spun between several trees set in a way that made them tie him up more and more as he struggled against it. The second soldier attempted to help his comrade but cloths-lined himself on another of Kaine's webs.

He then dropped down and removed the arcs from their chests leaving them trapped and unable to report in. He then moved on to the remaining two. As one walked toward the location of the downed guards Kaine caught him with a strand of web and yanked him back while he jumped up and slammed is feet into the soldier's chest with enough force to cave in his armor making it difficult for him to breathe. He passed out within seconds.

The last of the soldiers assumed he'd caught Kaine off guard but he had been warned by his spider sense and choose to play possum. When the soldier grabbed him Kaine spun around and planted a small explosive on his chest. The explosion rendered shot the soldier away causing him to crash into a tree smashing his armor.

Kaine then hit his comm, "How we doing with the towers?"

Karen commed back, "Be done in a second."

Suddenly she landed behind him. He didn't turn, "Kind of anti-climactic."

She smiled, "Wait for it."

The towers then exploded and sent out a loud shock wave. She then chuckled, "How's that?"

"Wonderful now lets get the hell out of here before the soldier's who heard that show up."

(To be continued)

Continued from here part 3

Doomstadt, Latveria 2035

Victor Von Doom slowly limps down a hall in Castle Doom while a servant follows along, "Are you sure it's the right time for this sir?"

Doom stops and glares at his servant, "I must be in my prime for this, the people of this nation deserve me at my best. This frail old body prohibits that."

They then step in a room where soldiers stand behind a group of young men, not one over 20. Doom looks them over and points to one in the middle of the line. The man steps forward and Doom asks,"What is your name boy?"

"Ulrich Bagrov , my lord."

Doom nodded, "Are you willing to do whatever is necessary for the benefit of our nation?"

The man nodded and Doom ordered him to be locked into a large device, Doom then took a seat in a tube across from Bagrov and took a look at his armor, "Activate the transfer."

The others were escorted out as the servant oversaw the process. After a few minutes Bagrov's tube opened and he stepped out, "The process went perfectly."

The servant then looked to him and bowed, "The new body fits you well, my lord Doom."

Doom then looked to his old body, "Bury it in a place of honor with the name Ulrich Bagrove on the tombstone."

***

Chicago Iron Hall

Sinister looks on the newly dubbed Supreme Commander, "Wouldn't it be easier to just appoint someone to this position instead of acquiring a third identity?"

"People get uncomfortable if they believe someone has too much power, their illusions of influence keeps them docile."

Sinister nodded, "So are you done dressing your new armor up to look like an actual power source?"

Stryfe stepped out with his modified armor, "Oh, it has real power, redundancy is a corner stone of technological supremacy."

"I assume Doom is on his way."

Sinister nodded, "I'm shocked he actually agreed to assist. Though I would advise caution."

"Is that concern?"

Sinister chuckled, "You're easier to manipulate than Doom."

Stryfe gritted his teeth genuinely wishing he could smash Sinister's smug face, "Time to go."

***

Ural Mountains

Two air ships landed in a small flat patch of land between two cliffs, the iron Army had leveled this part of the mountain just for this occasion. Doom and the Supreme Commander stepped from their respective ships and met between them. The Supreme Commander looked Doom over, "Did you put lifts in your boots?"

Doom chuckled just knowing his new body was a few inches taller than the old one, "One must look his best when welcoming guests. I'm surprised you decided to keep your old helmet, secret identities just aren't what they used to be."

Stryfe was a bit surprised Doom knew who he really was but he ignored it for the moment, "The negative zone portal is in proper working order, how's your part going."

Doom looked back toward the equipment being unloaded, "Perfectly, assembly will be finished in an hour if you soldiers can hold off the attack that long."

"What attack?"

Doom sighed, "Did you really think the machine wouldn't discover us? You will need to cause an adequate threat to draw out the main unit, if your up for the task. Essex isn't here to hold your hand."

Stryfe clenched his fist fighting the urge to strangle Doom, "Just get to work."

***

Newfoundland, Canada

Plasma fire rains down from the sky as the few remaining heroes take their last stand against Ultron. Hank Pym holds the bleeding wound on his side as he watches the massacre. He stood next to Puck the only survivor of Alpha Flight as the machines stopped their attack and flew off heading toward Europe. The two men along with the few other survivors walked out among the thousands of dead wondering why they had been spared.

Outside Phoenix, Arizona

James Proudstar stood bloodied and bruised waiting to be finished off by the machine standing before him, he was content in the knowledge that he'd managed to get a few innocent people to safety and stood ready to die fighting. The machine suddenly halted its attack along with all the others in the city and took to the air.

Ural Mountains

The Ultron swarm had made short work of the standard Iron soldiers but the Buster division had proven more difficult to take down than Ultron had expected. The Busters plowed through the lines of the swarm like bulldozers destroying all in their path while the Supreme Commander was in the air telekenetically crushing them by the dozen. This was the first true test of the power upgrade Sinister had provided and Stryfe was pleased with the result.

Doom was finishing up his last adjustments to a cannon built specially to break through the adamantium shell Ultron was inhabiting but only worked for one shot so Doom was ensuring accuracy. He was becoming concerned over the fact that the main unit had yet to appear.

As the Supreme Commander reveled in the destruction he failed to notice the larger machine appear behind him. Ultron swatted him to the ground. Doom saw this on a monitor and started up the machine and readied it to fire. He hit a comm to call Stryfe, "It needs to be in position within the next five minutes."

The Supreme Commander hit his comm, "Just be ready."

(To be continued)

continued from here part 3

Spider camp near Houston, TX

Madam Web sits at a table with a few other Spider leaders as Kaine Reilly steps in. Kaine looks over to his sister Karen who looks a bit nervous. He decided to find out about that later though. He sat down across from Madam Web with an eager expression.

She gave him a stern look, "I'm told you've excelled in your training, you've gone above and beyond what was expected of you. I've also been told you were upset about my choice for the mantle of Spider-Man."

He gritted his teeth a bit, "I had hoped I would be the one, but I have come to accept that I'm not."

He then noticed a sigh from his sister, "I'm sorry, but why is my sister here?"

Madam Web sat a bit straighter in her chair, "I had a vision of her, in it a red spider sat upon her shoulder."

Kaine was becoming visibly angry as he realized what this meant, "What the hell have I been doing all this training for if I'm not taking a mantle?!"

Web glared at him, "You are taking one, just not the one you saw fit."

She then slid a box over to him as she spoke, "Your sister is the Scarlet Spider, you'll just have to accept that you have a different destiny."

Kaine looked over the box and stopped on the symbol, "You want me to be the Tarantula?"

She nodded as someone entered, "Ma'am, John Parker says he needs to see you immediately."

She then got up and walked toward the door, before she left she placed a hand on Kaine's shoulder, "We need you, don't let pride cloud your mind."

***

A half hour later she had seen the saved images on John's holo-phone of Creed 7. Unlike John this seemed to please her greatly, "All is falling into place."

John looked her over curiously, "You had a vision of this Creed?"

She nodded, "I will send someone to Ben immediately, but you must tell him this Creed must not return to his masters, nor should he be allowed to die."

***

Ben woke up to the sound of clicking on a keyboard, he rose with a bit of a shock as he saw Creed 7 on his computer. Ben rubbed the sleep out of his eyes and jokingly asked," What are you up to?"

"Learning to speak English properly."

Ben was dumbfounded, "Okay...I think its time we had a talk then."

The Creed turned, "Agreed."

Ben then pulled himself out of bed, "First off you're gonna have to explain..well, this."

Creed 7 looked over to the computer where Ben pointed, "I was meant to be more intelligent than other Creeds, to learn faster and understand things more clearly. I suspect I am progressing much more than expected. When my control chip was lost they most likely ordered my immediate termination."

Ben interrupted him, "Wait, so they just instantly kill you guys if you lose your chip?"

"Creeds, like all Stalkers have a tendency to attack our masters when not controlled. Immediate termination is the most logical option."

Ben jumped to his feet as an idea occurred to him, "So you're saying there's a whole army that's a glitch away from turning on Ferrum?"

"It would take a massive glitch, the only reason I was immune to redundancy was the actual removal of the chip."

Ben then took a seat next to him, "How many Stalkers are there?"

"Other then the Creeds there are 15 divisions each with multiple batches, we easily number in the thousands."

Ben looked at the clock, "Crap, gotta get to class."

Before he left he tossed Creed 7 a small data pad, "This has all my access codes to the school's library mainframe and one of my credit lines, do some reading maybe order a pizza if you get hungry. Save me some but no anchovies or veggies please."

The Creed gave him a confused look as he took the data pad, "Thank you. But what is pizza?"

"You have so much to learn."

***

A few hours later

Ben walks across the campus back toward his dorm when suddenly something pokes his back a man states, "You're busted."

"My spider sense says otherwise, Hi Dave."

The man behind him drops his hand, "You're no fun."

Ben turns to look over David Hardy who slaps a hand on his shoulder, "Heard you have a package for me."

***

The two walked into Ben's room and noticed several empty pizza boxes and one half gone, "Well he seems to have discovered how to eat like a college student."

Creed 7 looked over, "I found something called a meat lovers, quite delicious."

David looked shocked, "It can order pizza."

"Much more than that."

He picked up the gauntlets he'd taken from the soldiers and showed Ben, "I've figured out how to make these work without the armor, I even found a way to improve the power supply."

Ben shrugged, "Yea apparently he's a genius Creed."

David shook his head, "Its always something weird with you. Oh well, Mr Creed I'm here to get you out of the city."

"It's not Mr. Creed."

"Okay then what's your name."

"Omega batch Creed 7"

David nodded, "7 it is then. Ben you might want to suit up, you're on escort duty till we make the city limits."

(To be continued)

continued from here part 2

Manhattan

Spider-man looks on confused as the Creed stops to examine the control chip torn free of his body. Before their fight can continue five Iron soldiers appear over the roof. One orders, "Grab them."

The Creed stepped back for a moment to let the soldiers take Spider-man but one turned on him with a repulser ready to fire. Ben noticed the confusion on the Creed's face and realized what happened. He shot out a web that caught the soldier's arm before he could fire on the Creed. Another shot the web but the first had still missed his shot. Before he could react the Creed grabbed his arm as he pulled out the adamantium blade Essex had given him. He sliced off the arm with ease then ripped the power source free from the chest plate.

Ben stood on the ledge about to escape as the soldiers turned to the Creed but something stopped him. He yelled out, "You better not kill me for this."

He then jumped on the back of a soldier and sprayed web in his face and jumped away as another soldier tried to punch him. This caused the soldier to inadvertently knock his comrade to the ground. The Creed used the distraction to go after the two other soldiers. He grabbed their chest plates and ripped out their power sources.

Ben kicked another sending him over the edge of the roof and sent him spiraling out of control toward the ground as he tried to pull the webbing from his face plate. Spider-Man then webbed up the last but was surprised by the Creed appearing from behind and driving his adamantium blade through the miniature arc reactor on the soldiers chest plate.

The Creed and Ben locked eyes on each other for a moment. Creed 7 then motioned for Ben to leave. Ben nodded and jumped over the ledge while he shot out a web. The Creed then leaned down and grabbed one of the arcs and pulled off the gauntlets from one of the crippled soldiers before leaving the roof.

***

Ferrum NY

Essex sat angrily as the Chairman berated Fisk over a monitor, "So five of your soldiers couldn't catch one Spider and an animal?"

Fisk stammered out, "It was an upgraded Creed."

Essex then interrupted, "Which is why I find it odd that you sent standard patrolmen after them."

The Chairman then turned his attention to Essex, "Care to explain why that Creed knew exactly how to disable my soldiers?"

"Because he was trained to eliminate any threat, and he learns quite a bit faster than intended. The Spider actually staying to help him was a bit unexpected, but we did learn something from the drone. He has just as much power than the original Spider-Man, and he's been well trained."

The Chairman sighed, "And what of the Creed."

Essex shrugged, "I have more."

Fisk glared toward him, "How do we deal with him?"

"Seems like your problem now."

***

Spider camp, Near Houston, TX.

John Parker wakes up to the sound of his holo-phone buzzing. He answers seeing Ben, "Do you know what time it is here?"

Ben nodded, "I think I need some advice, I seem to have acquired a sidekick."

Ben then moved his phone to show Creed 7 standing in the corner of his dorm room. John's eyes went wide, "What the hell have you been up to?"

Ben explained what happened as John listened intently, he finished up then added, "I heard one of the soldiers say he was off his leash and they wanted to kill him. What was I supposed to do, just let him die?"

John nodded, "Yes you should have, he's a Creed."

Ben got an angry look, "So we're just killing people for being born different now, didn't know we were taking on the Iron goon philosophy."

"He's a killing machine, do you know how many mutants and Spiders have been killed by his kind?"

"Do we blame attack dogs for obeying their masters?"

Creed 7 finally cut in, "Not, dog."

John and Ben looked shocked. John then stammered out, "Did he just speak?"

Ben looked to his father, "I told you, he's a weird Creed."

John nodded, "I'll talk to Madam Web about getting him out of the city, just try to get him to lay low."

John then hung up as Ben looked Creed 7 over, "So, any hobbies?"

The Creed stared at him blankly as Ben sighed, "Didn't think so."

(To be continued)

continued from here part 2

A ranch 4 miles west of Bismark, North Dakota 2035

A man watches the news with great concern as they discuss a swarm of machines in the sky attacking at random. He is sitting with his family huddled together hoping the new Iron soldiers would end this quickly when he heard his dog make a horrible sound of pain from outside.

He ran to the window and stared in horror as massive lizards began pouring over his land knocking over and eating his cattle as they went. He looked to his porch to see one with his dog in its mouth as his back door was ripped down. He turned to check on his family but one of the lizards smashed through the window and dragged him out.

***

New York City

The national guard along with a contingent of Iron soldiers were clearing the streets as the machines reigned plasma fire down from above. There was chaos as people fled from the city, the bridges were clogged with traffic which turned them into targets. People were even attempting to swim away across the Hudson but were killed when the river itself began to boil from the heat of the attack.

***

An anchor speaks on T.Vs across America, "Amid the attack of the Ultron units a horde of giant lizards has been reported attacking the North Western U.S. Ferrum has come forward to turn in a Dr. Olaf Krang who the company claims embezzled millions to fund his research resulting in the creation of these creatures. Krang vehemently denies any involvement. He is currently in federal custody while the investigation is underway.

The so called Ultron Swarm is wrecking havoc world wide as of this report. Latverian monarch Victor Von Doom has agreed to work with the the Iron army to find a solution."

Cleveland, Ohio

Captain America stood with his team and the half dozen surviving Iron soldiers as the machines surrounded the small shop they group was trapped in after the initial attack. Cap looked to the ranking soldier, "We'll pick up where we left off when this is over, for now we need to work together if we have any chance of survival."

A private sounded off, "Why would we help a mutie lover?"

The Lieutenant swatted him on the back of the head, "Enemy or not he's still Captain America, if anyone can get us out of this its him, unless you happen to be holding Thor in your back pocket."

Cap then looked around the room at what was left of his team, Luke Cage and Venom stood watch at the front door while Wolverine and Ben Grim took the back. Wolverine looked over to Ben, "For once I wish we had Hulk with us."

Ben chuckled, "I hate to admit it, but I agree."

Cap looked to Hawkeye and Quicksilver, "You two ready?"

Hawkeye popped his back, "I was too old to get involved in this mess to begin with, why let common sense stop me now."

Quicksilver gripped a small patch of Scarlet Witch's cape and answered, "Wanda will not have died in vane."

Luke then yelled back, "They're coming."

The soldiers powered up their weapons as the aging heroes readied themselves for combat. The roof of the building was blown off as a dozen Ultron units flooded the place finding it empty with the sole exception of Hawkeye who stood with a broken arrow with an explosive head. He activated it as the room filled. The explosion destroyed the building along with the units inside and surrounding it.

Quicksilver moved with as much speed as he could planting explosives provided by the Iron soldiers on as many units as possible until finally being caught. As the Ultron unit snapped his neck he activated the explosives taking out a few dozen units with him.

The Iron soldiers staged an aerial attack firing their repulsers until their power ran out taking down as many units as they could before being over run and shredded. Ben Grim stood back to back with Wolverine smashing all the units who came his way as Wolverine slashed away. They stood amid a large pile of busted metal. Ben's last act as they finally over matched them was to hurl Wolverine clear of the onslaught as he was ripped apart by plasma fire.

Luke found himself cornered but managed to take down eight units before falling to an attack by three at once. Captain America and Venom were the last to fall. Venom personally destroyed thirty units. As he fought he noticed Cap crouched down behind his shield taking heavy fire. When he went to intervene he was slammed to the ground by two units while a third fired on him. The symbiote was severely injured in the blast but had protected Eddie who ordered the suit to retreat as he charged a unit to buy Cap some time to attack.

Brock was killed almost instantly but gave Cap the chance to destroy the unit that hit him. Cap then looked on the battle field one last time he then closed his eyes and took a deep breath as he heard the weapons of a hundred Ultron units warming up. He easily blocked the frontal assault but was caught by several shots to the back.

As the Ultron units left the scene a small drone vehicle drove out among the aftermath and collected up the damaged symbiote.

Wolverine pulled himself free of the ruins of the building he'd crashed into and looked on his fallen comrades. he felt a crushing sense of guilt for not dying along side them.

Ferrum HQ

Sinister walked in the Chairman's office as he paced while casualty reports streamed in, "I take it the off switch didn't work?"

The Chairman glared, "You're enjoying this aren't you."

"Immensely, I considered bringing pop corn."

The Chairman dropped in his seat, "Do you have anything helpful to contribute?"

"I think I know how you can save this, it may even help with the public relations disaster you had before this."

The Chairman looked over curiously, "I'm listening."

(To be continued)

Continued from here part 1

Ferrum, New York HQ.

The head of the New York division was a man named Desmond Fisk, Fisk now found himself waiting by an elevator door for a man he was meeting with. The man was called Dr. Essex, there was more rumor about the man than actual fact. Some claimed he'd made himself immortal through his experiments while others claimed he was a figure head who'd inherited the name from his predecessor. Fisk pondered this as the doors slid open to reveal him.

He looked like a normal man but something about him sent a chill down Fisk's spine as he put out his hand to shake, "Welcome to New York doctor."

Essex ignored the hand and stepped past him, "I'm told you are having a bug problem."

Fisk lowered his head a bit, "This Spider-Man is nothing more than a pest, he is of no concern....."

Essex cut him off, "The twelve sabotaged weapons deliveries he's responsible for are of great concern to the Chairman."

Fisk began to speak, "The Spider Slayers..."

"Are not ready yet, even if they were whose to say they'd be any more effective now than back when the tight wearing psychotics were using the weapons against the first Spider?"

Fisk wanted to argue but the rumors of Essex's temper held his mouth at bay, "What would you suggest, Sir?"

Essex smiled at Fisk's pained expression at calling him sir, but he passed it off, "I have something new I wanted to try out, a new version of Creed that could be useful in capturing the Spider."

Fisk was shocked, "You want to turn one of those monsters loose in New York City?"

"It's a new breed, a Creed without the neural inhibitors. I need to see if it can be easily controlled. Your spider is a perfect test for it."

Fisk sighed, "And if it can't be controlled?"

"I'm sure the Iron Hall can handle one Creed, if not I feel Ferrum has wasted an awful lot of money on armor."

***

New York Iron Hall

Several Iron soldiers stand around a crate with one of Essex's lab techs holding a data pad. The Sargent looks to the tech, "What's the hold up?"

"Just checking his control chip, trust me you don't one of these things running around without a leash. Things would get messy."

As the tech finished his check the crate opened and a six and a half foot tall Creed with orange hair with tiger like stripes stepped out. The tech looked him over, "Allow me to introduce, Omega batch Creed number 7. Take him somewhere he can catch the Spider's scent, he can handle it from there."

The Sargent looked the tech over, "Not coming?"

"I don't have armor to cover my ass if he does manage to over power the control chip, they don't tend to be nice to lab techs when they get off the leash."

The Sargent looked to Creed 7, "I could see how that could be an issue."

***

Ben was swinging around the lower city when he noticed a woman running down the street. A few steps behind Ben noticed a group of Goblins chasing her. He swooped down kicking a Goblin into a wall then spun around slamming a fist into the stomach of the second. The third leapt at him but was easily swatted away.

He looked back to the nervous looking woman, "Have a nice night, lady. Courtesy of your new friendly neighborhood Spider-Man."

The woman watched him swing away then looked to the groaning Goblin thugs as she pulled out a comm device, "He's heading East."

A voice came through, "We've been called off him. Apparently the boss sent a Creed after him."

"I'm sure the boys will be thrilled they just got their asses kicked for nothing."

She then yelled over, "Sorry fellas, he's out of our hands now."

The man who hit the wall stomped over to her, "What the stark are you talking about, Carla?"

"They sent a Creed, the spider must have pissed them off pretty good."

The man rubbed his side, "I'd feel sorry for him if he hadn't just put me in a wall. Least I can rid of the damned purple hat."

***

As Ben swung he noticed a buzzing in his head from his spider sense, He clung to a wall to try to spot the problem but there was no one near him. He thought his sense was just off and dropped down to an alley and stretched his arms. A low growl came from behind him, he dodged instantly as the creature charged him.

He instantly recognized it as a Creed, he'd only seen one before but they were quite infamous in the Wilds. The Creed lunged for him again, Ben jumped over him and attempted to web him to the wall. The Creed dodged and caught the strand of webbing using it to yank Ben forward.

Ben kicked him in the jaw before he got in arm's length. The Creed fell back a step and moved as if he was going to lunge again causing Ben to move to dodge but the Creed changed direction and grabbed him before he could react. He slammed a fist into Ben's face sending him against the alley wall. The Creed then went in for the kill. Ben jumped high above his swing and shot out a web and swung away.

Creed 7 watched the angle of the swing intently for a moment and charged back down the alley. A small flying camera drone followed closely behind him.

Ferrum New York HQ

Fisk stood next to a monitor with Essex, "Where the hell is he going."

"He's going to where the Spider will land."

Fisk looked confused, "How does he know?"

"The arc of the swing. I didn't expect it either."

New York skyline

Ben grabbed a went to shoot out another line but was shocked by the Creed leaping out and catching his line. Ben let go and started to free fall for a second but managed to get a line out. Before he could leave the Creed was on his back. He made a deep gash across Ben's back with his claws that caused him to loose his grip.

They landed hard on a rooftop. The Creed landed a few feet away from Ben and crashed into a stack of copper pipes. Ben pulled himself up to see the Creed trying to pull himself free of the mangled pipes now poking through his body.

Back at Ferrum NY Essex order the drone to move in close on the pipe sticking out of Creed 7's chest, "Send soldiers now, we need that Spider alive."

As Essex stomped off Fisk noted a small device hanging off a bit of flesh stuck to the pipe. He then grabbed his comm, "The Creed slipped his leash, but he has the Spider with him. Live capture if at all possible, if not then bring back samples."

(To be continued)

continued from here part 1

Malibu, California 2032

Tony Stark sits at his desk in his home staring blankly at a wall as he signs away his company and his Iron Man tech to a grinning man in a suit. The man picks up the forms and pats Tony on the head, "That's a good little monkey."

An aneurysm then goes off in Tony's head and he slumps forward as the man in the suit whistles a merry tune and walks away.

***

Long Island, New York

Steve Rogers sits in his home drinking a cup of coffee as the T.V. provides background noise. He doesn't even look toward until the news of Tony's death comes up. He'd heard the news hours ago but seeing it on the morning news upset him still. The fact that he'd left his armory to someone Steve had never heard of didn't sit right with him.

His son made a special trip out to see him when he'd heard the news, his daughter had called but was too far away to make it in a day. His wife Rachel, the former Diamondback was still in bed as his son James came in. Steve looked at his camouflage pants, "You didn't go AWOL did you?"

James gave him a confused looked then made the connection, "Nah, laundry day. Only clean pair of pants left."

Steve chuckled, "How have you been?"

James took a seat, "I'm good, sorry to hear about Tony. I hadn't seen him in years."

Steve got a serious look, "Same here, didn't think anyone had."

James knew the look on his father's face, he was suspicious of something, "I take it you aren't buying the official report?"

"He left his whole armory to a weapons contractor, does that sound like something Tony would do?"

James sighed, "Look dad, Ferrum isn't doing anything illegal. I know you don't trust them but they've been providing some top of the line equipment."

Steve nodded, "Yea, A.I.M. equipment always did work pretty well."

"All they did was contract the research after A.I.M. was disbanded, its not the same organization."

Steve gave his son a wary look, "You're too trusting."

"And you're too paranoid, probably from all that time in tights."

They both shared a chuckle.

***

Long Island 2034

Rachel was on the phone as Steve came in with a bag of groceries. He looked her over as she hung up, "What's the problem?"

She sat down, "Matt Murdock was killed yesterday, Elektra just called to tell me. Apparently he was looking into Ferrum. She told me what he'd found and there's no way its not connected."

Steve sighed, "I'll be back in a bit."

He put down the grocery bags and headed out the door.

***

Manhattan 3 hours later

Steve walks beside Maria Hill as she speaks, "Shield is looking into it, unfortunately the U.S. government is tying our hands where Ferrum is concerned."

Steve gritted his teeth, "Isn't it a little odd that Washington is keeping Shield in the dark about a weapons development firm?"

She sighed, "Shield doesn't carry the same weight as it used to, if this new U.N. deal goes through we may be disbanded all together."

He glared at her, "I'm not dropping this."

***

Long Island 2035

Steve is pacing a hole in his carpet frustrated and angry. He had just returned from a congressional hearing where they had claimed he was working against America's best interest by protesting the use of Iron soldiers to round up mutants. He was refusing to even speak to his son who had recently joined up with them.

As he stewed a video came up on the T.V. it showed Spider-Man being beaten by men in armor. James came up as his father stared on. He then spoke to James, "I want you to watch every second of this, I want you to see what you are part of."

James spoke up, "He shouldn't have interfered...."

Steve looked down on his son, "You just don't get it boy. Because you're my son I'll give you an out but I'm going to make them pay for this, even if it kills me."

Steve then stomped off.

***

Cleveland, Ohio 6 months later

Captain America stood with a group of aging Avengers between a group of terrified mutants and a battalion of Iron soldiers led by his own son. As the two groups squared off James yelled to his father, "These people are a threat, just let us do our jobs."

" I fought too many nazis in my life to let the new version win now boy."

James' hand shook as he was ordered to fire through his comm but before he could decide the sound of heavy metal crunching came from behind him. He turned to see a machine standing over the bodies of two of his soldiers.

He looked back to his father thinking he was responsible but saw a look of utter horror on his face. Steve then yelled to his son, "Run you stupid boy."

Before he could move Ultron blasted a hole through him. The sky then went black as Steve looked up to see legions of Ultrons swarming in the air.

***

The C.E.O. of Ferrum stands before several monitors watching panicked news people covering the Ultron swarm. He looks over to his partner, "Seems to be working just fine so far."

His partner nodded, "Its going to go bad eventually."

"We have it under control."

His partner chuckled, "I believe Pym thought the same when he first built it."

His phone then flashed a message, "Seems I'm proven right already. Your swarm just broke open one of my research facilities in North Dakota."

The C.E.O. turned, "What was released?"

"Lizards, big ones. I call them Krangs."

The chairman turned, "How bad?"

"Well they're about the size of a large grizzly and designed by me to be difficult to kill."

"How many?"

"Lost count, they breed fairly quick. A few Thousand at least."

(To be continued)

Roanoke, Virgina 2211

A man named John Parker sits in a dilapidated bar in the abandoned town where his group of Spiders made their temporary home. Across from him were several leaders of various cells, in the center sat his mother. The leader of the Spider movement known by the title Madam Web. John glared at the floor as she spoke, "He has displayed the full array of the Spider's abilities, what more proof do you need?"

John rolled his eyes, "What about that Reilly kid?"

Web shook her head, "He has another destiny. Your son has told me of his dreams, its obvious the Other has chosen him."

"He's only 17."

She nodded, "A full 2 years older than Peter Parker was when he became Spider-man."

John didn't reply as he stomped out. Ben Parker sat outside waiting as his father marched out motioning for Ben to go in.

Ben looked around a bit nervous as he sat down. Madam Web slid a box across the table toward him. His eyes widened as he opened it, "You chose me?!"

"I chose nothing, now the decision is yours."

He pulled out the costume with a grin, "I'm in."

She smiled, "Your training begins tomorrow."

***

New York, Empire State University 2213

Ben looked down on his new Ident-card and hoped it worked as he walked toward the security station for the check all students had to go through. He tried his best not to look nervous as the guard looked him over, "Ben Gilmore, freshman."

He let out a sigh of relief when the guard handed him back his card, "Keep your nose clean kid."

Ben nodded, "Will do sir."

He then walked toward his new dorm room. He lucked into getting a single which would be handy. He unpacked then headed out to the student store to test out his line of credit his father had established. He felt bad about using the account since it was technically fake but Manhattan was expensive if you wanted to live where you could see the sky.

***

Later that night Ben stood on a roof top looking down on the high rises and streets and walk ways connecting them and letting the rich go about their day without having to see the ground level of the city where the lower classes lived. He was told that they may as well be two different cities.

Ben didn't dwell on this, he had something to do tonight, he was going to swing across the city for the first time. He'd dreamed about this moment throughout the long days of training that led him here. He shot out a web and was off. For the first few moments he was clumsy nearly crashing several times but once he got the hang of it, it was nearly second nature.

After an hour or so he found himself within sight of the New York City Iron Hall, the local head quarters of the Iron Army. He knew exactly what he was here to do but it was risky. He waited until the outer guards changed position and readied himself. After a moment to gather his courage he swung himself to the Iron Hall and planted a small device on the wall before quickly leaving to avoid the soldiers.

The device formed a shape with red laser light. There was a very small explosion, not enough to cause any real damage, just enough to send a message. The guards came to the wall at the sound and looked upon a 12 foot wide symbol of the spider carved in the wall.

A soldier activated his comm, "We got a Spider."

(To be continued)

Queens, New York 2033

Peter Parker sits watching the news in his recliner. The anchor states, "In Business news today, Stark enterprises which had been in a bit of a tailspin after the unexpected death of Tony Stark was acquired yesterday by Ferrum Industries. Ferrum has quickly become a financial power house acquiring Roxxon oil and Trask Industries in the previous year..."

As the news trails off Peter stands to see his daughter May coming down the stairs in her cap and gown. She looks to Peter, "Don't worry dad, I promise I have cloths on under here."

He chuckled, "You look very valedictorian."

"Don't remind me, I hate making speeches."

He smiled, "Your mother would have been proud."

Before she could say anything there was a knock at the door. When she opened she saw an old man she knew quite well, "Uncle Matt, you coming to my graduation?"

Matt Murdock stood in the door, "Sorry May I can't, I just need to talk to your dad. Its important."

"He's too old for tights Matt."

He sighed, "Don't worry, I don't think my old suit would fit me much better now days any way."

***

Peter sat on his back porch beside Matt, "If Tony willed the tech to the guy he had to have a good reason."

Matt leaned back in his chair, "No one had ever heard of this guy two years ago now he's buying up the world and Tony just gave him Iron Man, it just doesn't make sense."

Peter gave him a wary look, "I know how you feel but so far I haven't seen any evidence that anything is going on. Maybe the way we lived our lives just makes us suspicious."

Matt nodded, "Its possible but this whole Ferrum thing just doesn't sit right with me."

***

Queens New York 2034

An anchorman announces on the T.V., "Today Ferrum begins their test run of the new Iron Patrolmen in San Fran Sisco. Local police have embraced the project. The Chief of the S.F.P.D. stated, 'Criminals will think twice before going up against an Iron cop'. If the program goes well we could be seeing these patrolmen in cities nationwide."

Peter isn't listening as the report plays, he's more concerned with the news of Matt Murdock's death. He had been last seen going to meet someone he'd told Peter had some information concerning the C.E.O. of Ferrum that had him concerned.

He was found earlier this morning in an alley, it looked like he went out in a hell of a fight. His wife Elektra had delivered the news to Peter and now stood before him, "You have to help me find out why this happened."

Peter sighed, "What can I do, I'm not exactly as agile as I used to be."

She dropped down on his couch, "He deserved better than this."

The voice of May Parker cut in from the doorway, "You're right, he did. But my father is not Spider-man any more. If you want someone to look into it I will. I have all his powers."

Elektra got a bit of a smile but Peter seemed upset, "No, I won't allow it."

The two women glared at him but he was unmoved, "We will figure something out but that damned suit stays in the attic."

Elektra started to speak but Peter cut her off, "That suit has done enough damage to the Parker family, I won't let it take my daughter away."

The former assassin softened a bit, "Its just cloth Peter, what Octavius did was horrible but he did it not the suit. I doubt Mary Jane would be happy to be the reason for you sitting idly by while your friends die."

"You can say whatever you like, but it wouldn't have happened if not for that cloth. Go find Steve or Logan if you want someone to suit up and seek revenge. The Parkers are out of the game."

Elektra stomped out followed shortly by May, "You know he's just trying to keep me safe."

Elektra turned, "Do you agree with him?"

"I already took the suit, had to make a few alterations but now it fits well."

Elektra gave her a nod, "Meet me tonight."

***

Manhattan New York 3 days later

Felecia Hardy and Frank Castle stood on a roof with May and Elektra. Frank glared down, "I was hoping to be rid of this life."

Felecia leaned down, "Just one last time we owe it to Matt to find out what happened."

Frank nodded to his wife, the former Black Cat and then when back to his surveillance as Elektra stared on, "No offence but I never saw Frank as the retirement type, or you for that matter."

The conversation was ended when a man in an Iron suit suddenly appeared above them speaking into a comm, "Looks like we have some nosy neighbors."

He aimed a repulser at May but Elektra pushed her away just in time to save her but she wasn't quite fast enough to save herself. Frank fired a few shots but the armor was barely dented. May covered his face in webbing then snatched up Frank and Felecia before leaping onto another roof where they made their escape.

***

Queens New York the next day

Peter walked down stairs to get breakfast but stopped in the entrance of the kitchen when he saw Frank sitting at his table with a bowl of cereal. He looked over, "Aren't you a bit old for Cocoa Puffs?"

Peter dropped down in the chair, "Said the 80 year old eating them. What are you doing in my kitchen?"

May stepped up behind him in her spider suit minus the mask, "I brought him and Felecia."

He glared at her in the suit, "Where's Elektra?"

"She died, some goon in an Iron Man suit killed her last night while we were trying to find Matt's killer."

Peter looked over to see Felecia staring at the T.V., "What's the problem?"

She pointed as the anchor spoke, "The deal will allow these Iron soldiers to aid the military defense of any nation who chooses so long as they allow Ferrum to maintain command of said soldiers. The U.N. has decided to completely disband their entire defense force to allow this Iron Army to replace it, experts believe this privatized military could result in an economic boon due to less cost concern in military budgets world wide. Thus far with the exception of a few hold outs most of the world's nations agreed to allow the aid."

Peter stared at the screen, "I think we just got conquered."

***

Queens New York 2035

Peter stood in his living room with a new suit on, May entered the house, "What are you doing?"

He held his mask in his hands, "People are dying and the whole world seems to be happy about it. The villains were one thing but now they're hunting down innocent kids just for being born mutants and the damned crowds are cheering them for it. Someone needs to show the world what these people really are before its too late."

May looked him over, "What are you planning?"

"You'll see."

***

Brooklyn New York 3 hours later

Iron soldiers hover around a neighborhood searching for a group of several young mutants that escaped from a massacre at the Jean Grey School for gifted youngsters. The X-men who survived were scattered and most captured in an effort to get these children to safety. Spider-man stood on a roof top looking down on the body of Hank McCoy in an alley left lying as the soldiers looked on.

As the soldiers closed in they were blocked by a wall of webbing as Peter and May pulled the kids out. Peter then sent May off with orders to get them out of New York.

***

Manhattan 1 hour later

Iron soldiers were proudly marching some young mutants through time square loading them in a large truck. In the back of his head Peter wished he had Thor on his side seeing all the soldiers, the Bifrost cannon and Olympus Gates kept any of that kind of help at bay now, the Avengers and Fantastic 4 were no where to be found leaving Spider-man alone to face them.

He took a deep breath and swung out over the square. He caught one of the soldiers with some web and slammed him into a wall then dropped down on another driving him to the ground. The mutants fled as the soldiers turned their attention to Spider-man. He smiled under his mask at seeing them escape but it was cut short when an armored fist slammed into his face.

Unbeknownst to the soldiers a camera activated sending video to every television and computer connected to the internet in the country. Peter dodged another strike but was hit in the back by a repulser blast from another. He pulled himself off the ground as quick as he could and hit the nearest soldier. They were no enraged and charged him. He held his ground and after several hard shots he could feel blood coming up from his throat and he fell to the ground and started to crawl as the soldiers stomped on him.

After he managed to make his way clear he slowly pulled himself to his feet. He then pulled off his mask revealing the aging man he was and spat blood into the face of the nearest soldier, he then pulled a small remote from his pocket and hit a button showing the video on the screens around time square, "Just wanted everyone to see what they're cheering for."

A voice came through the soldiers' comms, "End this now."

Spider-man was hit from all sides by repulser fire. He then fell down and started laughing through the pain, a soldier stood above him, "What's so funny?"

"Now they know what you are."

The soldier then finished him off and looked back toward the crowd who had been cheering them on just minutes ago, now looking on them like a pack of rabid dogs.

The days that followed were pure chaos, the old heroes came out of retirement and began attacking the soldiers as the public began to turn against the army.

***

A week later

The C.E.O. of Ferrum stands before a monitor looking at a group of protesters, "Well looks like its just about time."

The man beside him shakes his head, "This is possibly the worst idea you've ever had."

The C.E.O. shruggs, "Activate."

A nervous looking Lab tech flips a switch and the eyes of the long dead Ultron light up again.

(To be continued)

@awesam @batkevin74 @project_worm @bronze_surfer @tommythehitman @youngjustice @18hunt @princeimc

continued from here part 22

Kansas State University 2001

Clark and Lori sat eating quietly, both looked as if they had something to say but weren't sure how. Finally Clark laid down his fork, "I got offered an internship at the Daily Star, but it requires me to transfer to Met. U."

Lori sighed, "I have some news as well. I was planing on waiting until the semester ended to tell you but, I'm going back to Atlantis."

Clark looked shocked, "I was kind of hoping you'd move to Metropolis with me."

She shook her head, "And what keep living in a fish tank for the rest of my life? Or hang out in a filthy harbor waiting for you to visit?"

He lowered his head as she continued, "I can't ask you to come with me, I know you'd be miserable, but I need to go home, to be with my own kind."

Clark nodded, "Must be nice to have the option."

She glared at him, "That's not fair...."

Clark cut her off, "That wasn't a dig, I understand. Can't say I'm happy about it but its how it is."

The two then silently finished up their meal.

***

September 2001 Metropolis University

Clark was finishing up unpacking and setting up his new dorm room. He'd managed to get himself a single, he considered it for the best since he really wouldn't have much time to get to know a roommate any way. He'd been living out of a flea bag motel while he'd worked his internship through the summer and was glad to finally be able to sleep on a bed he didn't worry was a former crime scene.

He had grown bored with his duties of lunch and coffee runs and he'd thought he'd scream if he was forced to get one more post it note. But he was starting in the mail room now for actual pay which he hoped would make it more tolerable.

He had spent his nights patrolling the streets stopping random muggings and the like moving to fast to be seen. A rumor sprung up that the Flash had returned and Clark seemed content to let Jay take the credit. Now he sat looking around his room where he sat alone and gave a nod.

***

Clark pushed the mail cart through the office tossing mail on various desks when a man came stomping out of the editor's office and walked into the cart. Clark looked up to see Lex Luthor with a scowl on his face. Lex looked him over, "Have we met?"

Clark nodded, "Clark Kent, I interviewed you for my school paper once."

Lex thought for a moment, "Oh, yes. Well nice to see you're still in the industry."

Clark noted the arrogant smirk on his face, "We can't all come out the gate as Billionaires, if we did you wouldn't be so special Mr. Luthor."

Lex noted his sarcastic tone, "Nice talking to you Kent, but I'm sure someone needs you to get them a bagel and I have business to attend to."

Clark gritted his teeth as he gave a nod and Lex walked away. As he walked Lex glanced back, "Smug little farm boy."

Clark found himself muttering as he walked, "Pompous asshole, that guy."

***

As the day ended his boss walked over to Clark, "We're going to have to let you go."

Clark was confused, "What?!"

His boss looked guilty as he spoke, "Sorry kid, this came down from the new owner of the paper. Don't know what you did to piss Luthor off but he wants you out."

***

As he left the building he noticed the editor of the Daily Planet standing beside a hot dog cart. He looked over at Clark, "Rough day, kid?"

Clark nodded, "Just got fired for not worshiping Lex Luthor apparently."

The man smiled and put out his hand to shake Clark's, "Perry White, if you're interested my mail room could use a new pair of hands."

Clark took his hand and shook it, "Thank you sir, but can I ask why?"

Perry shrugged, "Just to piss off Luthor really, you got a problem with that?"

Clark smiled, "No sir."

"Great, you can start tomorrow, bring some coffee."

Clark watched him walk away, "Nice guy."

(To be continued)

@batkevin74 @thespideyguy @kfhrfdu_89_76k @pyrogram