Disclaimer: I don't own Marvel

Hey guys, this is a remake of an earlier fic I tried doing. It became a bit of a mess as I involved crossovers with multiple alternate realities and the Exiles. This story takes place at first in the Ultimate Marvel universe, but the universe becomes very different and part of this fic is the discovery of why its suddenly changed. Its told through the eyes of my OC Sven Reilly.

This story was inspired by DC's Flashpoint universe but also by the various criticism I've heard about Ultimate Marvel (I'm guilty of criticising it myself) in regards to how bad things have gotten in that universe, so I looked at the history of some of the characters and I thought about just how bad things could get. This story is part of its own continuity but it at times subtly crosses with the fics of my Struggle of the Apprentice series, which sees a different look at the 616 universe. There will be introductions of Ultimate style 616 characters and one famous character from the 616 universe who will play an important role in the story.

Hope everyone enjoys

Ultimate Aeon: Origins reboot

Chapter 1: A different world

Waiting could be a very boring job, especially when you were waiting for a client. That was one part of Sven Reilly's job, waiting for someone with a problem to come to him. It was probably why he was falling behind on payments for his loan. The loan was legitimate of course, the biggest danger he suffered was eviction, not that he wouldn't be able to hold his own against a more illegitimate loaning organisation. Sven's private detective agency had been kick started by the banks investment and they wanted a return of the investment. But Sven had only been able to pay a quarter of the payment. Things had gone well at first but gradually Sven began to face set backs and his own personality got in his way.

One of the first jobs he was offered was by a man in Queens. Ben Parker went to Sven and asked him to find out what happened to his brother Richard Parker. It was at the time Sven's belief that Richard and his wife Mary Parker had died in a plane crash. But after a review of Parker's research and the memoirs of Bruce Banner some doubt began to be cast on exactly how they died. For the longest time there was clear evidence that Richard and Mary Parker were killed, foul play or not, when their plan went down but suddenly Sven looked back through his investigation and found new traces of evidence that he swore were not there before, evidence that suggested that Richard and Mary Parker died after Bruce Banner first became the Hulk. It was as if history itself had been rewritten, Sven couldn't explain it.

Sven liked mysteries; it had come from the uncertainty behind his own father's death when he was fifteen. At twenty five years old he was still just as dedicated to finding out the truth, whether it was a relatives involvement in a family members suspicious death, a child's location after they had runaway or whether a husband was cheating on their wife Sven had dedicated himself to finding the truth. Of course he didn't always take contracts, which was probably his own undoing. People with grudges against super heroes once asked him to find out the identity of hells kitchen's resident vigilante Daredevil, L Thompson Lincoln had even offered him a small fortune to find out Spider-man's identity. But both times Sven chose not to take the cases, because whilst the Daily Bugle and other ignorant parties looked at the surface of a masked man, Sven sought out answers from the police, the rescue services and the people they had helped. From those investigations he discovered that men like Spider-man and Daredevil were heroes and that revealing their identities would be far from the greater good.

Of course it didn't matter, all truths came out eventually. Nick Fury and S.H.I.E.L.D's less than legal activities, the true origins of the mutants and the identities of the city's idols. Daredevil had been blind, charitable lawyer Matthew Murdock and Spider-man was Peter Parker, the son of the very people whom had started Sven's fascination with the unexplained. Ultimatum and S.H.I.E.L.D's own civil war had cost many lives. The X-men disbanded and stayed disbanded despite the nickname of the Utopia residents. It seemed counter to Xavier's dream of integration for mutants to be further separated.

'I suppose its better than the alternative,' Sven thought, remembering the time mutants were shot on the streets.

One of the members of staff at his agency was a mutant. Kyle Crowner could talk to technology, he couldn't control it, he could just find out what kind of data a computer had. It wasn't a harmful power, but he still faced great difficulty. So Kyle and Sven kept his abilities a secret, even when the new president Steve Rogers declared that all mutants be depowered or went to Utopia Kyle chose to stay hidden. He was an American citizen; his grandparents had earned the right to be Americans after they immigrated, working on the Manhattan project.

"Still obsessing?" Kyle asked, tilting his glasses.

Sven looked at his friend and smiled. Whilst waiting for clients Sven would always look at his 'obsession board' as Jack called it. Jack was another worker at the office; earning the best wage Sven could give him. For Jack his hardship hadn't come from mutation or being the grandson of immigrants, he had a criminal record. Jack had been convicted of driving under the influence, no one was hurt but it served as a wake up call to Jack. He sobered up and did his time, but even places like McDonalds were stingy about giving criminals second chances. Jack wasn't a murderer or a thief; he had just made a stupid mistake.

"How about you obsess over a new case, I'm sure there are some rich guys wanting to know if their wives are being faithful, anyway I bought the burritos," Jack smiled as he dumped the contents of the paper bag he carried onto the desk.

"Way to take the fast out of fast food Jack," Kyle groaned.

Sven stayed in his usual position, standing looking at the board with his hand on his chin. The board had been loaded with stories and cases of the extraordinary and unexplainable. Cases such as the Fantastic Four, the Thing shedding his rock form, only to later appear in rock form again as if Reed Richard's betrayal hadn't happened when it had. Some things could be explained, the Beast turning up alive when the X-men previously buried him, the inclusion of a terrorist from the Liberators in a black ops team known as the Avengers. Fury liked to think he kept that work secret but there wasn't a lot of secrecy involved in a destructive chase through Paris and a fight with some demonic creature in Washington.

"Sven, we're going to take your burrito," Jack said.

Sven shook his head and turned to the table.

"Nice, forgive me for having a passion besides food and cars Jack," Sven chuckled.

"Hey I like to eat, I burn off all the calories anyway and cars can be pretty fascinating when you open the hood. Its just you're looking at that board like the main character of one of those thrillers where you know the guys going to turn out insane or the main villain," Jack explained.

"I know, its just so much has happened, I cant help but feel like there was more that could be done," Sven sighed.

"Is this about Peter Parker's death, I don't mean any disrespect but when are people going to get over that? Sure he was a hero but heroes die and his successor isn't that bad, hell he's a lot better than those idiots in the Ultimates!"

"Says the guy who was excited when their formation was announced," Jack smirked at Kyle.

"That was before people knew who they really were, then you find out that they don't actually fight for the world, that its all about the big America and don't get me wrong I love my country but we're better off than people say we are," Kyle explained.

"Here he goes again," Jack whispered to Sven.

"I am not ranting, I am talking truth, they spent more time fighting each other than they actually did saving the world and what are they doing when super villains are escaping the Raft, they're fighting each other, even a retard could see that's counterproductive!"

"Someone talking about me?" a voice asked from the doorway.

Sven smiled as one of his close friends entered. Rick was diagnosed with a mild cognitive disability. He was a hard worker and very independent, so much so that he didn't need any carers. All of his friends were genuine friends.

"We're talking about your fellow idiots in the Ultimates," Jack said.

Rick also had a good sense of humour, he only took offence if something was meant for offence or said ignorantly.

"So Kyle is ranting again?" Rick asked, smiling as Kyle glared at him.

The three men laughed as Kyle growled in frustration. Sven stood up, grabbing his coat from his chair.

"I'm heading out, give me a call if any clients come in," he said as he put the blue coat on.

He sighed as he ran a hand through his dark hair. Barely six years had passed since Peter Parker first appeared, sparking the age of the super hero. But that age was long gone, the people didn't have as much faith in heroes as they used to. That probably didn't matter to the Ultimates, they didn't fight for the real world after all. Their fights all took place in the shadows and when those shadows came for the ordinary people, the people living on the streets they were no where in sight. What were the heroes doing when Magneto was plotting in the Savage Land? Where were the heroes when Charles Xavier's ideas were dying? Why didn't the heroes do anything when the civil rights of millions of people were being abused? They were all questions Sven asked everyday. He stopped at the propaganda poster of president Steve Rogers and sighed.

"What difference did you really make?" he asked out loud.

"Contemplating the meaning of life again?"

Sven gasped slightly as he felt a pair of hands grip his shoulders. He turned, coming mouth to mouth with his girlfriend Faith. The girl moaned as Sven gripped her hips. People always joked that Faith could have been a guy, though that was before they got a look at her face. She had freckles and rose coloured hair. Her hair wasn't dyed; it was naturally bought on by her mutation. She had a form of subtle psychic abilities, to anyone else it would seem like she was just had natural empathy. But to a police squadron she was an abomination. In Sven's eyes she was the most beautiful woman he had ever met, the fact that she had never worn a dress in her life was never off putting. She wasn't a typical girly girl either, wearing jeans and tank tops. Faith coached kickboxing at the local gym and tended a bar on the side.

"I know that look, you've been thinking too much haven't you?" Faith asked.

"Someone at the office has to do it," Sven grinned.

"Very funny, I mean thinking about things they have no control over, what was it Laura liked to say…oh yeah 'accept the things you cannot change, have the courage to try and the wisdom to know the difference'," Faith explained.

Sven put on a smile, but Faith wasn't fooled.

"You can't keep blaming yourself, what happened to Laura…"

"What happened to Laura was my fault Faith, I didn't talk, at all, I could see that something was going on between her and Cade and I couldn't accept it. We all thought she was sick, that she was seeing ghosts everywhere but what if that wasn't the case, what if she wasn't wrong about seeing spirits, likewise what if Cade didn't really kill her…a liar will change his story, seven years to this day and Cade still hasn't changed his story," he explained.

"Lets just not talk about it right now, lets just focus on something else," she sighed.

Sven put his arm around Faith. Seven years ago, before Sven and Faith admitted how they felt about one another, two of their childhood friends faced their own problems. Laura and Cade were sweethearts and kindred spirits. Both had troubled childhoods and abusive parents, but the foster system got them away from their parents and brought them together. Most ignorant people assumed they were in some kind of incestuous relationship but they weren't brother and sister. They went from friends to lovers and Sven had no doubt that they would've married one another. But just like many of the other great mysteries of his life, his friends began to exhibit strange behaviour, seeing things that weren't possible. He paid attention to them, but he never thought that anything was wrong.

"It isn't your fault," Faith whispered to him, placing a kiss on his cheek.

"Thanks Faith," Sven paused as he picked up his phone. "Well here's something I can sort out, a client has come in with a job, catch up with you later?" he asked.

"Don't be late," she smiled.

"You'll still be happy I'm there," Sven grinned as he turned and walked away.

Sven began making his way back down the street, back towards his office. He stopped as Spider-man swung past him, holding Bombshell with Cloak and Dagger beside him. The sight made Sven smile, there were still heroes active but the Ultimates were officially disbanded. People called the new Spider-man's group the New Ultimates. Of course the name always got Kyle ranting about how the golden age of heroes was over. Sven had to agree, the quantity of heroes had been reduced and one could argue about their quality too. But Sven had seen the new Spider-man in action; he was just as clumsy and lucky as Peter but also just as driven.

"I don't think the age of heroes has ended just yet," Sven reminded himself of the hope that was still present in the world.

"Indeed it hasn't!"

Sven paused at the doorway to his office. He squeezed his hand into a fist and opened the door. Kyle and the others were gone; there was no trace of them. In their place was a man in a red coat. He moved his hand, raising his finger to his lip as if to hush Sven. The investigator looked across the room, the windows were intact and there was no indication that that the intruder had broken something to get in. His friend's burritos were still around the floor as if they had been dropped.

"Good to see you aren't a kid this time, though still significantly younger than your counterpart," the man in the red coat said.

Sven looked at the man's face, squinting his eyes. It was strange but the man's very face seemed to blur. The man pointed to the window and the storm that had begun gathering outside. Sven moved as if responding to a command. He looked out of the window and widened his eyes at what he saw. The very sky itself had been torn open, tornadoes and debris fell out of the void. It was unlike anything Sven had even seen before and he had been around when Galactus invaded the planet. He shielded his eyes as a bright light shined out of the singularity. Balls of fire began crashing into the buildings, but that wasn't what was killing people. Sven looked at the streets and much to his shock saw people fade away.

"What the hell?" he gasped.

"I am sorry," the man in the red coat, said, appearing behind Sven.

He clapped his hand on Sven's shoulder. Sven felt a jolt of energy rush over him before the mysterious man disappeared.

"You must get to project Aeon, no matter what stands in your way," a voice spoke in his mind.

"Damn it," Sven said.

He ran out of his office just as a fireball crashed through the roof. As Sven ran through the streets he thought of his friends, wondering where Kyle and the others had gone. He came to the worst conclusion of all as he saw the New Ultimates fade away completely. The world itself was falling apart, people were fading away and even the stars themselves were changing. Sven looked up at the sky in shock, the sun was out at night yet it was still dark. Reality itself was changing in impossible ways. He had read of the incredible things the heroes had done in their lives and he had been open minded, not ignorantly believing that they had never discovered Atlantis or had never saved the world. Sven gasped as the floor beneath him began to fade. He ran as fast as he could, realising that his friends had disappeared.

"Faith," he whispered, thinking of his girlfriend.

She was all that mattered now, if the world really was ending then he would find her. He stopped and looked up at the sky, a helicarrier was falling, falling dead centre towards the heart of the city. The explosion generated no shock wave but Sven could see the mushroom cloud rising into the sky, only to be swallowed by the singularity.

"SVEN!"

He turned his head and sighed in relief. Faith was right in front of him, alive and well and more beautiful than ever. They looked one another in the eyes and knew what they had to do. If the world really was ending then they would spend their last moments with one another. Faith moved to grab the back of Sven's head and Sven opened his mouth, ready to accept her into his arms and to kiss her.

"I love you," Faith said.

She faded before their lips could touch. Sven looked at where she had stood and gripped his head as tears began falling down his face. He put his hands to his eyes and yelled louder than he had ever yelled in his life.

He awoke gasping for air, sweat having drenched his body. The young man looked at his surroundings, everything was dark but he was still in a bedroom. It was his bedroom but it looked like he lived alone. Strangely there was also a large number of bottles across the floor, then it hit him, the hangover. He had a hangover once and he hated it, swearing off heavy drinking because of how bad it could make him feel. Sven got off of his bed and looked at the empty spot on it. There was no sign of anyone having slept beside him.

"Faith, where are you?" he wondered.

Sven started by turning the lights on, or at least trying to. There was no power, so Sven opted for natural light. He opened the curtains, stinging his eyes with the natural light. When he recovered enough to look outside he widened his eyes. The city was different from what he remembered. It wasn't just something simple like the streets being more filthy, the people angrier and the traffic less but the very structure of the buildings and sky itself had been occupied by things he never thought he would see. Helicarriers were flying across the sky, actually patrolling the surface of New York city, there were also air balloons as well but much more advanced and with the familiar look of the red and gold stark technology. Then there were the signs; huge billboards had been put on the buildings showing holographic images of a man who was dead to Sven, a man who should be dead. Steve Rogers, AKA Captain America, yet he wasn't the Steve Rogers Sven had seen become president. He wore some kind of blue military uniform that only slightly resembled his ww2 outfit, lacking any of the markings. Most astonishing of all was the eye patch over his right eye.

"Join the Ultimates and protect your home country, we have been victorious in our defence of Washington, now the rest of our nation will follow, soon mutants will be driven from the face of the Earth," upon hearing the man's words Sven began to think that there was no way he was Captain America.

A harsh knock at his door caused Sven to turn. Before he knew it the door was being kicked down and armed men entered.

"Good to see you again Reilly, sober this time I see," a clean-shaven blonde haired man said as he followed the armoured troopers.

Sven narrowed his eyes at the man; he wore a black chest plate with glowing white circles on it, a pair of fingerless gloves and a hammer was strapped to his belt.

"Thor," Sven said.

"That's Sergeant Golmen to you Reilly, we aren't friends, search the place from top to bottom, check the bed too he'll definitely have one there," 'Thor' or at least the man who looked like Thor without a beard smiled cruelly as the armoured men threw the bedding aside.

"What is this?" Sven asked, stepping towards Thor.

"It's the daily inspection, don't tell me you've forgotten, we've been carrying it out every week for three years," Thor said.

"What do you mean? You cant just barge in here and demand to look at my home, where is your warrant?" Sven demanded.

"We don't need warrants anymore, we don't even need warrants to search the houses of non mutant sympathisers," the blonde haired man explained.

"We haven't found anything sir," one of the troopers said.

Thor smirked before releasing a tiny bolt from his hammer. The electricity bought Sven to his knees.

"You know the rules by now Reilly, you don't talk back to your betters," Thor said.

"Thor, why are you doing this?" Sven asked.

"I am Sergeant Thorlief Golmen, NEVER FORGET THAT YOU MUTANT LOVING SCUM!" Thor yelled as he kicked Sven in the chest.

Sven coughed, clutching his chest in pain. The other soldiers huffed as they followed their leader out of the apartment complex. Sven gripped his chest as he stood up. He walked out into the corridor and saw that his home wasn't the only one that had been broken into. People were picking up their possessions with very pathetic looks in their eyes.

"What the hell has given these people the right to do this?" Sven wondered.

"ITS BECAUSE OF YOU!"

Sven looked behind him and saw a boy of about fourteen looking up at him. The boy had tears in his eyes, his father was nursing a broken hand and his mother looked as if she had been abused in some way too.

"THIS IS YOURS AND FAITHS FAULT!" the boy yelled.

"Faith, what has this got to do with her?" Sven asked.

"You were with that disgusting creature, you hid her from the government and when they found her you were marked, now this entire street will never know peace," the boy's mother explained.

"I'm glad they killed that bitch," her husband muttered.

"What?"

"Your bitch, they gunned her down in the streets like the dog that she was, I hope it hurt I hope it hurt as much as the rubble on the people in Washington," the man snarled.

Sven backed into his room and lowered his head. Faith was dead in this strange new world, Captain America was talking about going to war and Thor was a cruel bastard who talked as if he wasn't from Asgard. He looked around for his clothes, putting them on before grabbing his wallet and running down the apartment complex. The place was packed, Sven had difficulty moving without bumping into someone. He walked to the front desk and chimed the bell.

"What do you want?" the manager asked him with a glare.

"Do you have a computer here?" Sven asked.

"You've been living here for five years Reilly, no we don't have a computer," the man said.

'Wow, people don't like me, or mutants,' Sven thought.

Judging from the people he had run into so far people hated mutants more in this world than they ever did in Sven's.

"Where's the closest computer or internet café?" Sven asked.

"Across the street next to Tina's barber shop, whatever business you have take it over there," the manager said.

"Thank you and sorry for the trouble," Sven said.

He ran out of the apartment, gasping as Sentinels flew over the city and troop transport trucks rolled down the streets. Sven dug into his pocket and pulled out his phone, trying to contact his friends. Jack's number wasn't even on there and neither was Kyle's. He ran to the Internet café only find it being cleared out. The apparent owner was being dragged out with a growling wolf woman.

"Why are they taking him away?" Sven asked a nearby police officer.

He widened his eyes slightly, seeing the infamous vigilante Frank Castle. But he looked much different from the pictures Sven had seen in the papers.

"He broke the law, he was harbouring mutants, I'm sorry sir but you need to stay out of S.H.I.E.L.D's business," Castle said.

A S.H.I.E.L.D. trooper stabbed the wolf woman with a stun stick before throwing her into the back of a van. As soon as the vans drove away, looters began throwing bricks at the house and taking anything of value.

"Aren't you going to stop this?" Sven asked.

"I'm sorry but I have a family to think of," Castle said as he walked away.

Sven shook his head in denial. In the world he knew Steve Rogers was one of the most racially tolerable men he knew, a believer in free speech, Thor believed himself to be a god and Frank Castle would have rather died than let dirt bags steal a persons livelihood. He thought of so many questions, what had happened to his world? Where was he? Where was S.H.I.E.L.D and the real Ultimates? Just what had happened?

"It makes me sick too," a voice said behind Sven.

He turned around and gasped. Standing before him was another dad man, a man with a compassionate expression on his face, a face that was basically an older version of Sven himself, except he had greying hair and a moustache.

"What's with that expression? Are you drunk again son or have you forgotten your father?" Slade Reilly asked.

Sven suddenly jumped at the only familiar face in this world, wrapping his arms around his dad in a hug.

"I could never forget you," he said, not even trying to hold back the tears.

"Sven," Slade whispered, half in shock.

He then shared his hug with the boy and smiled.

"Have you decided to sober up?" he asked.

"Dad, I need to talk to you, its going to sound crazy but I need you to listen," Sven said.

"I'll always listen to you boy, always, now come on our favourite diner should still be open," the man smiled, patting Sven's back as he guided him down the street.

New York was unfortunately still full of scum in need of bringing down. At least that's what Spider-man felt. He swung furiously through the streets, chasing after his target. She wore a white coat over a pink costume, with gloves and a domino mask. Bombshell was running for her life, using her explosive blasts to launch herself onto rooftops. Spider-man however was faster, firing a web line at the back of her head. Bombshell rolled forward, dodging the line and firing a blast towards the man. He flipped over the blast however, retracting four mechanical legs from his back. The metallic arms snapped at Bombshell, forcing her on the defensive. She ducked and jumped to the side, only for Spider-man to suddenly fire a blast from his hand. The blast threw Bombshell back and she looked up at Spider-man in fear.

He wore a black suit with glowing red eyes and a spider symbol that also glowed red. Shocker gauntlets were strapped to his hands and a harness held other weapons included spider shaped throwing blades, grenades and two pistols. This Spider-man, whoever he might be was violent and seemingly set on killing Bombshell. He took a step forward, only for a blast to hit to the ground beneath him. Spider-man and Bombshell looked up, seeing a familiar figure, to them at least. He wore silver armour across his whole body, markings on the arms and legs seemed to mimic the lines of muscles, but the man's boots and gauntlets were futuristic, with glowing white lights on the wrists and circles on the palms of the hands. His helmet had a faceplate with slits that exposed his eyes and a circle on his chest that glowed.

"Iron man," Spider-man snarled.

"Stand down," Iron man said as he landed behind Spider-man.

"Yeah jerk," a third super hero arrived, landing between Spider-man and his target.

She was a red haired girl, wearing a pair of red trousers with sneakers, red gloves with bandages around her wrists and a sleeveless red top with an orange spider pattern on it. Spider-girl also had a bag strapped to her back and concealed her identity with a red mask that covered her eyes.

"Finally found me I see, why are you getting in my way?" Spider-man asked.

"Bombshell is one of us now," Iron man said.

"She's a criminal that needs to be put down!"

"Only because that was the only life my mother gave me," Bombshell retorted.

"We need your help Spider-man, the world is going out of control and we've all gathered to do something about it," Iron man raised his hand to push a few buttons on his wrist.

"We?" the lenses of Spider-man's mask widened slightly.

Holograms slowly began to appear around Spider-man. The holograms were so advanced that it actually seemed as if the people Iron man had called were present on the roof. They included a dark skinned man wearing body armour, with a sword and shield mounted on his back and a skull mask covering his face. Second came a blonde haired man wearing a dark blue suit. He had a red bulls eye symbol on his mask, which exposed his hair and covered his eyes with red lenses. A belt with two quivers on them was wrapped around his waist and a bow was strapped to his back. Third was a man wearing a costume that looked like a Batman rip off, except the theme was of an owl. Next to him stood a brown haired Chinese man wearing a yellow bandana in the style of a mask, with a black vest that left his chest bare, revealing a black tattoo that looked like a bird of some kind. The fifth super hero had a body made of glowing purple rock, with a white and black bodysuit. Sixth and last of the individual heroes was a woman with short black hair, she wore a black suit that was tight enough to reveal the curves of her body; claws had been attached to her gloves.

The last holograms to activate were all members of a singular group known as Existence. They were all dressed in regular civilian clothing. Leading them was a beautiful young woman with a mess of curly black hair and her apparent partner, the only one of the group to actually be wearing a costume. He was a brown haired boy and wore a blue suit with a yellow X on his chest and yellow armbands and boots. The third member of the group was a blue skinned man with yellow eyes, three fingered hands and a devils tail poking out of his jeans, he wore a black hooded jacket and a top with red and white stripes across it. Next to him stood a girl with blonde hair, wearing a pair of jeans and a blue shirt with a starburst pattern on the chest. The fifth member of the group was a girl no older than ten, wearing a hat with cat eyes and ears on it. She carried a green doop doll and some kind of wooden stick with eyes and a mouth. The final members of Existence were five identical blonde haired girls.

"We're the last line of defence for the entire world Spider-man," Iron man said.

"I think General Rogers would disagree," Spider-man huffed.

"We're to protect the world from General Rogers, and Magneto, the attack on Washington robbed us of all our leaders, Rogers has full authority of the American military…he's not only going to step up his final solution but he's going to launch a full scale assault on the Savage Land, our friends there confirmed that Magneto has also nearly finished his work on his own doomsday weapon and our source with the Ultimates also confirmed that Rogers intends to enter into an alliance with Latveria," Spider-girl explained.

"Count Doom, I thought he was an enemy," Spider-man said.

"Not to Rogers, you know the man's hatred of mutants, he's determined to wipe mutants out from the face of the Earth, that's why Existence has agreed to sign up. That's why we've all assembled, both heroes and villains," Iron man looked towards the heroes he had gathered, naming each one, "Taskmaster, Bullseye Barton, Hawk-Owl, Iron Fist, Mr Fantastic, the Cat and Existence members: Karen Grant, Magician, Kurt Wagner, Alison Blaire and Molly Hayes!"

"Don't forget Doop and Groot," the girl said eagerly.

"That's a stuffed toy kid, and I don't see how much good that retarded pencil lead will be," Spider-man huffed.

"I am Groot," said the said pencil lead.

"Good for you, this is a disaster waiting to happen Stark, the last heroes to oppose Rogers got their asses kicked, Moon Knight wised up and joined the army and we all know what happened to Murdock," Spider-man chuckled darkly, dragging his finger across his throat.

"That doesn't mean we shouldn't follow Daredevil's example, the Ultimates are constructing concentration camps across the nation and they're not just taking mutants away, there are other super power beings, space immigrants left from when Rogers destroyed the Skrull and Kree home world, his fear and hatred of the unknown is driving the world into a frenzy, he's even started arresting regular people whose only crimes were being the friend or family member of a mutant," Iron man explained.

"This isn't how the world should be," Magician sighed.

"Its how the world is," Spider-man said.

"We need to band together and stop this war before it happens, because something worse is coming than Magneto and Rogers," Iron man said.

"What are you talking about?" Spider-man asked.

"I was hacking government satellites the other day, I managed to get a fix on an object in deep space, it's some kind of ship almost the size of the planet. The energy it's giving off is massive, it seemed to park at a life bearing planet…and when it left the whole planet died," Iron man explained.

"What in the galaxy could have the power to wipe out an entire world?" Barton asked.

"I don't know, but the government isn't even looking into it," Spider-girl said.

"Which is why its up to us to find out wherever we can about this incoming threat, whatever it is may be alien in nature," Iron man said.

"Good luck trying to get any information on that front, most aliens are slaughtered before they can give an excuse," Cat sighed.

"There is one exception though, he was apparently discovered a few days ago, along with some kind of device that dropped out of the sky. The Ultimates have built a facility around it in the Mexico desert," Iron man explained.

"So that's why you want me?" Spider-man asked.

"You and Cat are an expert at breaking into high class security systems, my hacking and Karen's telepathy alone won't do it," Iron man said. "The Ultimates are calling this facility, Project Aeon!"

He stood on the roof, having watched the exchange between the last heroes of Earth. Loki kept his hair tied up in a ponytail and wore a white business suit with a green tie. He had to resist the urge to laugh at the sheer stupidity of the heroes. The god of mischief would have mocked his new masters own paradoxical plans if the man didn't appear behind him, bound in armour and black energy that shrouded his appearance.

"Everything seems to be going according to your plan, though what that plan is I'd like to know," Loki said.

"There is no need to know!" the armoured man said.

"Well you've deprived me of Asgard, turned my brother into a military grunt and robbed me of the other nine realms, this seems like a world destiny to fall apart, what are you hoping to achieve?" Loki asked.

"Suffering, this world and its people will suffer before the inevitable rebirth, then the suffering will continue anew."

Loki widened his eyes for a moment before smiling.

"I see, well thank you for giving me the perfect playground, I can cause a little mischief for a while without thinking of this world's fate," Loki smirked.

"Remember, let all of the pieces get to Project Aeon before you strike, you know what and whom are there."

"Oh I haven't forgotten, but he's coming to Earth…again it seems, tell me is it your intention to repeat the Cataclysm again?"

The dark figures eyes glowed a red colour as he created a holographic image of Sven Reilly.

"Of course, he will experience the suffering of the heroes and he will learn just how powerless they were, then he will fall and I will rise!"

Next Chapter 2: Differences

Hope everyone enjoyed the start, next time Sven tells his father about his troubles and finds out just how bad the world has gotten, including discovering Peter Parker's shocking new fate.

Some inspiration for the characters:

Iron Man: Design wise is a silver version of his classic eighties look, he is a Stark but a Stark we aren't that familiar with.

Spider-girl: The design was inspired by the Marvel Mangaverse Spider-girl. You could probably guess her identity, she actually said in the earlier Ultimate Spider-man series that she could have been Spider-man (or woman in this case).

Loki: The only Asgardian left on Earth, he's wearing the white suit he wore in New Ultimates (prior Ultimates vs Avengers) on a note that's probably off topic his design reminds me of Kimblee from Fullmetal Alchemist.

Steve Rogers: This is the guy whose been effected the most by this shift in reality, in combat he's like the version of Cap seen in the Age of X AU whilst out of it he wears a military uniform, giving him that dictator look.

Thor: The opposite of the Thor we know in Ultimates, a regular muscly guy with the tech to make him god like.