Appearing in "War of the Worlds"
- Old Prime
Races and Species:
Synopsis for "War of the Worlds"
Spider-Man happens upon a gang of criminals terrorizing a woman and her two children.[Continuity 1] The wall-crawler quickly wraps up the kidnappers before they can take their victim. The woman and her children thank Spider-Man for saving them.
Meanwhile, a dimension away, at the headquarters of UltraForce, the team is on alert when a portal suddenly opens in the middle of their headquarters. Suddenly, an elderly version of Prime comes through the portal. When the Black Knight attempts to calm this newcomer, her blasts the Knight aside with a strange device that he is wearing around his neck. That's when the rest of the team tries to attack the intruder, but in his frenzied state, this elderly version of Prime easily fights them aside. He doesn't stop until Wreckage uses his painful touch on the deranged man until the Black Knight orders him to stop for fear it might kill Prime. They quickly shackle Prime with Enervators, but when he wakes up he easily breaks free. He explains that the people who sent him warned that the strain of time travel would drive him temporarily insane. Prime explains that he came back in time because he is one of only two Ultras who is still alive. He goes on to say that something from the Black Knights dimension has destroyed everything they know.[Continuity 2] The device on his neck then projects a hologram that reveals that person responsible, a being who calls himself the Green Goblin. Dane knows who the Goblin as a foe of Spider-Man, but believes that he died years ago.[Continuity 3] This is not the least of the group's worries, as Prime tells them that one of their own will betray them. When Ghoul demands to know which other members of the Ultras are still alive in this apocalyptic future, Prime reluctantly tells Ghoul that it is him, but he lives a life of constant agony after being dissected by the Goblin's weapons. Prime goes on to say that the scar on his face was from a failed attempt to save Ghoul's life. Taking the device off from around his neck, the old Prime tells them that it is a dimensional transporter that will allow them to travel to the Black Knight's dimension so they can stop the Green Goblin before he can set his plans into motion.
As the Prime of this era heads towards UltraForce headquarters, wondering what the team is up to, Cromwell is contacted by the organization known as Aladdin. The top brass of Aladdin tells the Ultras that they have been monitoring dimensional breaches after the Phoenix Resurrection crisis and have now detected hundreds of breaches in their reality and order the Ultras to stop these invaders.[Continuity 4] When Prime arrives, Lament has him bring her to the comm room to see what's going on. Its there that they witness as the future Prime begins to explode into a green gelatinous mass. His final words are telling the Ultras to stop the Green Goblin. Suddenly the portal between worlds is activated and the group quickly decided to cross over to the Black Knight's dimension so they can prevent the horrible future that may come to pass.
In the other dimension, the heroic Green Goblin investigates a break-in at the Stark International building in Brooklyn. Seeing that the security guards have been murdered by an army of ninjas, the Goblin triggers the alarm and attacks the thieves. Although he has the element of surprise, the Goblin is quickly overpowered. The approaching police also draw the attention of Spider-Man who swings over to the building and assists the Goblin in trying to stop the thieves. When some of the ninjas try to escape, their exit is cut off from the sudden arrival of the Ultimates.[Error 1] With the immediate danger over, Prime then tries to subdue the Green Goblin, who panics. Spider-Man tries to stop Prime from harming the Goblin, but the powerhouse easily swats the wall-crawler away, stating that the fate of two worlds hangs in the balance. However, when Spider-Man is about to slam into the jagged edge of a broken pillar, Prime realizes he used too much force and saves the wall-crawler from sudden death.
Spider-Man then quickly explains that this Green Goblin is a hero and the Ultras decide to hold off on hostilities for now. Lament then goes through the Stark computers and learns that the government of this world is also preparing from an invasion from their dimension. They quickly realize that some force is trying to pit both dimensions against each other in a conflict that could very well destroy the Earth of two worlds. Based on this information, they learn that the government on Spider-Man's earth plans on opening a portal in Hawaii using power provided by a S.H.I.E.L.D. satellite. Spider-Man finds this whole situation is suspicious, and although Ghoul does not trust the Green Goblin the rest of UltraForce agrees. They then decide to split up and investigate things. While Spider-Man goes pairs up with Prime, Ghoul, and Topaz, the Green Goblin goes with the Black Knight, Wreckage, Lament, and Prototype.
The actions of the Green Goblin's team is followed in chapter two of this issue; however, Spider-Man's activities with the other half of UltraForce are chronicled in chapter two of UltraForce/Spider-Man #1B.
Appearing in "Chapter Two"
Races and Species:
Synopsis for "Chapter Two"
As the Green Goblin and half of UltraForce go to investigate the situation in Hawaii, he can't believe he will be responsible for the destruction of another dimension. He has worked too hard to make the Green Goblin a hero to allow that to happen. However, since he sees himself as a huge screw-up, the Goblin wonders how he is going to manage to foul this up, and how to prevent it.
Meanwhile, in orbit over Maui, S.H.I.E.L.D. agents deploy a series of solar collectors that will power the dimensional portal they will need to try and stave this apparent invasion. Meanwhile, the Black Knight uses his credentials to get UltraForce and the Goblin on board the S.H.I.E.L.D. Helicarrier to discuss the situation. There, a S.H.I.E.L.D. agent tells them that they are working to bar any dimensional breaches between their worlds in order to prevent future invasion. That's when they get a distress call from the satellite which is under siege by strange alien creatures calling themselves the Shifters. The team quickly takes a shuttle and blasts off for the satellite. Along the way, the Black Knight asks the Goblin if he is okay. However, the novice hero is unsettled by the idea that he will be responsible for the destruction of a world. Although Dane assures him that the future isn't set in stone, Wreckage pulls a gun and warns the Goblin that if he does anything shifty he will kill him. The Black Knight orders his teammate to stand down. As Prototype watches this argument, he thinks about how the Knight, Wreckage and Lament are all new to the team, and how he doesn't fully trust them. He then wishes that he was with Prime and the others.
They soon arrive on the space station which is under siege by the Shifters, who use their shape-changing powers to their advantage. As the battle starts turning in the favor of the Ultras and the Green Goblin, one of the creatures breaks a window causing explosive decompression in the space station. The Black Knight, Lament, and Wreckage are almost sucked out into the void of space but are saved thanks to the combined efforts of the Green Goblin and Prototype. They manage to get to another section of the satellite that is sealed off from the decompression. Once they are safe, the Black Knight wonders why the Shifters are trying to take control of S.H.I.E.L.D.'s portal to the Ultraverse if they already have the means to travel between dimensions. He suggests that they go to Maui and compare notes with the other half of their team. While on board the S.H.I.E.L.D. Helicarrier, a S.H.I.E.L.D. agent gets a report that the Stark Maui base is under attack and suspects that UltraForce is the actual invaders trying to attack their world.[Continuity 5] He orders his subordinates to prepare for a preemptive strike on the UltraForce. These agents all comply with their orders, unaware that their superior officer is actually one of the Shifter's disguise.
Appearing in "Chapter Three"
Races and Species:
- UltraForce Craft
- Goblin Glider
Synopsis for "Chapter Three"
This story continues from chapter two of this story as well as the second chapter of UltraForce/Spider-Man #1B.
Back in the Ultraverse, UltraForce, Spider-Man, and the Green Goblin have reunited to compare notes based on their encounters. When they talk about the elderly Prime from the future, the present day Prime finds this information suspicious since he knows that his super-powered body is only an outer-shell and cannot age. They then go to an Aladdin facility where they find the guards dead and split up and investigate. Ghoul, becoming increasingly paranoid, suspects that Lament did something to them and tries to attack her.[Continuity 6] Lament manages to get away, and Spider-Man tries to restrain Ghoul, however, the undead warrior refuses to trust the wall-crawler either.
While two floors below, Prime, the Black Knight, and Topaz are swarmed by an army of Shifters. Learning of the Ultras arrival, the Shifters prepare to open the portal to start their invasion of the other Earth, unaware that Lament has sneaked into the lab using her invisibility powers. That's when Ghoul comes rushing into the room and is swarmed by the invaders. Lament finds herself caught in a dilemma, does she shut down the portal device or come to the aid of Ghoul who may die. That's when Spider-Man swings into the room, giving her the time she needs to upload data onto the device. However, the wall-crawler is unable to fight off the creatures. One of them manages to ram one of its tentacles down Spider-Man's throat and suffocate him to death. Lament and Ghoul rush to Spider-Man's aid, but it is too late, he is already dead. Realizing that he should have trusted the web-slinger, Ghoul begins giving Spider-Man CPR in the hopes of reviving him before brain-death can set in. That's when the rest of UltraForce and the Green Goblin arrive to fight off the rest of the Shifters. Watching this battle are the masters of the Shifters who have decided that they have succeeded in their mission and recall their minions through a portal. At the risk of being sucked into the portal as well, the members of the UltraForce and their allies scramble to protect each other until the portal closes behind them.
In the aftermath of the battle, Spider-Man thanks Ghoul for saving his life. Comparing notes at the end of the battle, it turns out the "old Prime" that they encountered at the beginning of this crisis was one of the Shifters that was sent to sew confusion and distrust among the Ultras. With the crisis seemingly over, Spider-Man and the Green Goblin return to their own home to tell S.H.I.E.L.D. what they have learned while the Ultras convince Aladdin that the danger is over. However, the mysterious beings that set everything in motion are monitoring the situation on both worlds. Despite the efforts of the heroes, their respective government defense agencies are still convinced that they will be attacked by another world and begin planning for a retaliatory attack.[Continuity 7]
- Spider-Man thinks about he "died" when he thought he was his own clone and how that everything he knew died. At the time of this story, Ben Reilly believed he was the real Peter Parker after a genetic test in Spectacular Spider-Man #226. This was all a lie orchestrated by Norman Osborn as explained in Osborne Journals #1.
- The Black Knight went into exile with Sersi following the events of Avengers #380 ending up in the Ultraverse in UltraForce #8–10.
- The Black Knight is talking about Norman Osborn, the original Green Goblin. At the time of this story, everyone believes that Norman Osborn is dead following a battle against Spider-Man in Amazing Spider-Man #122. His survival is explained in Osborne Journals #1. He will resurface again in Amazing Spider-Man #412.
- The Phoenix Resurrection event occurred in Phoenix Resurrection #0, Phoenix Resurrection: Genesis #1, Phoenix Resurrection: Revelations #1 and Phoenix Resurrection: Aftermath #1.
- The battle in question is chronicled in UltraForce/Spider-Man #1B.
- Ghoul's distrust for Lament is explained in UltraForce/Spider-Man #1B.
- This invasion plot is never visited again, who the Shifter's masters were and what their ultimate plans are never explained.
- Spider-Man recognizes Prime. The narrative states that they met in Prime (Vol. 2) #∞. However, Prime did not meet Ben Reilly, but Peter Parker who was Spider-Man at the time of that story. As such, the recognition here is an error. However, one could assume that Peter Parker told Ben Reilly about his meeting with Prime and is pretending to remember their last encounter.