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Turtle Soup

aka Tito Chavez

  • I live in Benicia, CA
  • I was born on July 21
  • My occupation is Student
  • I am Male

I'm the creator of Earth-11123.

I'm thinking of making two others:

See my main page.

My Marvel Universe

S.H.I.E.L.D.

See Strategic Homeland Intervention, Enforcement and Logistics Division (Earth-11123)

S.T.R.I.K.E.

S.T.R.I.K.E. (an acronym for Special Tactical Reserve for International Key Emergencies) is a subdivision of SHIELD.

  • Lance Hunter: Leader of S.T.R.I.K.E., Hunter is a former British soldier.

Howling Commandos

See Howling Commandos (Earth-11123)

Avengers

See Avengers (Earth-11123)

X-Men

See X-Men (Earth-11123)

Fantastic Four

The Fantastic Four are four humans who received their powers after being exposed to a cosmic storm.

Allies
  • Dr. Franklin Storm: Father of Sue and Johnny, and the mentor and supervisor of the Fantastic Four.
  • Franklin Benjamin Richards: Reed and Sue's son. Named after his grandfather Franklin Storm.
  • Valeria Meghan Richards: Reed and Sue's daughter, and younger sister of Franklin.
  • Roberta: The robot receptionist for the Fantastic Four in the Baxter Building. Her appearances is that of a young blue-eyed blonde woman with glasses in a business suit.
  • H.E.R.B.I.E. (Humanoid Experimental Robotic B-Type Integrated Electronics): A cheery supercomputer that monitors Reed's lab and the entirety of the security system for the Baxter Building. He has small, hovering helper robots as extensions of his computer core. He also acts as a nanny and a "big brother" friend to Reed and Sue's son Franklin. He can be high-strung and even neurotic at times, but he is also capable of level-headed thought and quick action in an emergency.

Guardians of the Galaxy

The Guardians of the Galaxy are a team of misfits from space who joined together as a team.

  • Peter Jason Quill/Star-Lord: The half-human, half-alien leader of the Guardians. The son of human woman Meredith Quill and Spartax Prince J'Son, which lead to the death of his mother when his Missouri home was attacked by Badoon aliens. He was abducted from Earth and raised by space pirates called the Ravagers. Armed with the Element Gun left behind by his father, he became an outlaw, and later formed the Guardians. He's a combination of his Earth-616, Avengers: EMH, MCU, and 2010s Marvel Animated Universe counterparts.
  • Gamora Zen Whoberi Ben Titan: A Zehoberei orphan from an alien world who was adopted by Thanos and trained to be his personal assassin. She now seeks redemption for her past crimes. She's a combination of her Earth-616/7528, MCU and 2010s Marvel Animated Universe counterparts.
  • Arthur Douglas/Drax the Destroyer: A warrior in search of vengeance against Ronan the Accuser for killing his wife and daughter. He's a combination of his Earth-616, MCU, and 2010s Marvel Animated Universe counterparts.
  • Rocket Raccoon: A genetically engineered raccoon who is a bounty hunter and mercenary, as well as a master of weapons and battle tactics. The Nova Corps refer to him as Subject 89P13. He's a combination of his Earth-616, Avengers: EMH, MCU, and 2010s Marvel Animated Universe counterparts.
  • Groot: A tree-like humanoid who is the accomplice of Rocket. Known for only saying "I am Groot". He's a combination of his Earth-616, Avengers: EMH, MCU, and 2010s Marvel Animated Universe counterparts.

Nova Empire

The Nova Empire is an intergalactic hegomony that maintains a strict but benevolently personified rule over a good portion of the galaxy. It is ruled by the people of the planet Xandar, other known races that inhabit its government are the Krylorians and the Rainers.

  • Xandarian Worldmind: A sentient supercomputer, whose data is entirely comprised of the experiences, histories, and personalities of deceased members of the Nova Corps as well as the general populace of Xandar. It is tasked with preserving itself (as it is one of the most knowledgable supercomputers in the universe) and acting as the custodian of the Nova Force.

Nova Corps

The Nova Corps are the military/police force of the planet Xandar, and the military wing of the Nova Empire.

  • Nova Prime Irani Rael: Leader of the Nova Corps. A Rigellian who was secretly recruited by the Xandarian Worldmind, and rose through its ranks becoming its leader.
  • Corpsman Rhomann Dey: A mentor and predecessor of Richard Rider, who becomes the superhero Nova. Once arrested Star-Lord for petty theft.
  • Denarian Garthan Saal/Supernova: Commander of Nova Corps' fighter fleet. He became the recipient of almost the entire Nova Corps' powers.

Big Hero 6

Big Hero 6 are a team of young superheroes.

  • Hiro Takachiho: A 14-year-old Japanese-American robotics prodigy. He's a combination of the Earth-616 version and Hiro Hamada.
  • Baymax: A robot built by Hiro's late-brother Tadashi as a medical assistant.
  • Wasabi: A smart, slightly neurotic, heavily built African-American neat-freak and an expert on laser cutting at San Fransokyo Institute of Technology. Based on the Big Hero 6 animated movie version.
  • Aiko Miyazaki/Honey Lemon: A quirky Latina chemistry enthusiast at the San Fransokyo Institute of Technology. Based on the Big Hero 6 animated movie version.
  • Ethel Leiko Tanaka/Go-Go Tomago: A tough, athletic, non-talkative adrenaline Japanese-born Korean junkie who is developing electromagnetic wheel axles at the San Fransokyo Institute of Technology. Based on the Big Hero 6 animated movie version.
  • Frederick "Fred" Lieber/Fredzilla: A laid-back superhero/comic book American fan who also plays the mascot at San Fransokyo Institute of Technology. He's the son of a superhero (father) and a S.H.I.E.L.D. agent (mother). He is of Ainu descent. Based on the Big Hero 6 animated movie version.

Inhumans

The Inhumans are a race of superhumans.

  • Inhuman Royal Family: The ruling class of the Inhumans.
    • Blackagar Boltagon/Black Bolt: Leader of the Inhumans. His signature power is his voice, as his electron-harnessing ability is linked to the speech center of his brain.
    • Medusalith Amaquelin Boltagon/Medusa: Queen of the Inhumans and wife of Black Bolt. Because Black Bolt cannot speak without using his sonic scream, she speaks for him. She has prehensile hair.
    • Crystalia Amaquelin/Crystal: Medusa's younger sister. She can manipulate the four elements.
    • Gorgon: Cousin of Medusa and Black Bolt. He has bull-like legs in place of his actual legs that can create intense shockwaves that would be equal to an earthquake.
    • Karnak: Cousin of Black Bolt. He is also a priest and philosopher and chose not to expose himself to the Terrigen Mists. But he does have the ability to sense an opponent's weak points and is good at martial arts.
    • Triton: Karnak's fish-like brother.
    • Lockjaw: A dog-like being with teleportation powers. He serves as a transporter for the Royal Family.
  • Genetic Council (or Council of Elders): A group of higher-ranking Inhumans that can speak directly to the Royal Family. They are also charged with making decisions concerning the use of the Terrigen Mists and the fate of the Inhumans.
  • Yat-Sen: An Inhuman who prepares young potential Inhumans for Terrigenesis.
  • Lincoln Campbell: An Inhuman who can electrically charge anything.
"Evil Inhumans"
  • Maximus Boltagon: Also known as Maximus the Mad, he is the younger brother of Black Bolt and tries to overthrow him from time to time. Maximus has the ability of mind-control.
  • Jennifer Kim Johnson/Jiaying: Skye's mother and the wife of Cal, an Inhuman prostitute that never ages as she has the power to revitalize herself by sucking the life from others. She serves as Maximus' second-in-command.
  • Gordon: An eyeless Inhuman with abilities such as teleportation and force field generation of reflective blue energy. He serves as Jiaying's right-hand man.
  • Alisha: An Inhuman who has the ability to create multiple clones of herself.
  • Raina: An Inhuman scientist who briefly worked for HYDRA. After going through Terrigenesis, albeit becoming animal-like and covered with quills and thorns, she discovered she can see the future, seeing important events before they happened. She's a combination of her MCU and Earth-616 counterparts.

Stark Industries

Stark Industries is a company who worked with the military, owned by Tony Stark.

  • Howard Anthony Walter Stark: Tony's father, he worked on various government projects dating back to World War II, and was one of the founders of SHIELD. He was one of Captain America's close friends and is the one who designed his vibranium shield.
  • Maria Stark (née Collins Carbonell/Cerra): Tony's mother. She was one of many dancing girls Stark hired in his many expo presentations.
  • Edwin Jarvis: Howard Stark's personal butler, and later served Tony and the Avengers. Formerly served in the British Army. Met his wife, Anna, while in Budapest, Hungary. He's a combination of his Earth-616 and MCU counterparts.
  • Virginia Patricia "Pepper" Potts: Tony Stark's secretary/personal aide, and is virtually the only real friend he has at the company. She's a combination of her Earth-616, MCU, and Avengers: EMH counterparts.
  • Harold "Happy" Hogan: Tony Stark's former bodyguard and chauffer, now head of security.
  • H.O.M.E.R. (Heuristically Operative Matrix Emulation Rostrum): Stark's second A.I. system.
  • J.A.R.V.I.S. (Just A Rather Very Intelligent System): Stark's third A.I. system. He's named after the Avengers' longtime butler Edwin Jarvis.
  • H.E.L.E.N. (Highly Elevated Logistic Experimental Network): Stark's fourth A.I. system. This new A.I. was modeled after Stark's wife Pepper.
  • Iron Legion: The Iron Legion is formed by Tony Stark's armor suits being controlled by J.A.R.V.I.S. and led by Tony himself. First used against the giant robot Ultimo.

Roxxon Oil Corporation

  • Huge Jones: President of the Roxxon Oil Corporation who was once friends with Howard Stark until their falling out.

Asgardians

The Asgardians are the inhabitants of Asgard. They are a race of human-like beings possessing a highly advanced form of technology resembling magic and sorcery, which their entire civilization is built up by. They are ruled by Odin, and seek to keep the peace between the Nine Realms of Yggdrasil. They are a brave and a powerful warrior race whose passion for adventure is their religion, but their isolationist society condemns them willingly to only the Nine Realms, making appearances from the Asgardians beyond Yggdrasil quite rare. Like the Vikings of Earth/Midgard, they believe that the only way to gain access into Valhalla (heaven) is to die in a glorious battle.

  • Bor: Former ruler of Asgard, Bor was Odin's father and Thor's grandfather.
  • Odin Borson: Current ruler of Asgard, Odin is the father of Thor and adoptive father of Loki.
  • Frigga: Wife of Odin, queen of Asgard, stepmother of Thor, and adoptive mother of Loki.
  • Heimdall: The all-seeing, all-hearing Asgardian sentry of the Bifrost Bridge.
  • Tyr Odinson: Thor's paternal half-brother.
  • Eir: Asgardian physician.
  • Lady Sif: Thor's love interest and good friend of the Warriors Three, she is an Asgardian warrior and an adventurer. Possesses superhuman physical attributes such as strength, stamina, speed, durability and reflexes, and she is an extremely powerful combatant. She wields a double-edged sword, which she uses perfectly, either separate as two blades or a single longsword staff.
  • Warriors Three: A group of three Asgardian adventurers who are among Thor's closest comrades.
    • Fandral the Dashing: Known to be an irrepressible swashbuckler and romantic.
    • Volstagg the Valiant: Known for his appetite and wide girth.
    • Hogun the Grim: A native of Vanaheim, Hogun is identified by his grim demeanor.
  • Destroyer: The Destroyer is a giant semi-autonomous being. It obeys the direct command of the King of Asgard. Its main function is to protect Odin's chamber of relics.
  • Lorelei

Yashida Zaibatsu

Yashida Zaibatsu (Yashida Corp) is a technology development company that was formed at some point after World War II by Mariko Yashida's grandfather Ichirō Yashida.

  • Mariko Yashida: The former lover of Logan.
  • Yukio: A young mutant who can foresee the deaths of people, and was adopted by the Yashida family as a companion for Mariko when she was a little girl.
  • Black Clan: A clan of ninjas that has been sworn to serve the Yashida family for seven centuries.
Former Members
  • Lord Shingen Yashida: The father of Mariko Yashida. A Japanese Yakuza crime boss who disgraced his family name by turning his clan into a criminal empire.

Celestials

The Celestials are beings of energy encased in armor composed of vibranium, a metal with properties that prevent their dissipation. They are the creators of the Black Monolith.

  • Eson the Searcher: A Celestial tasked with "seeking". It is presumed he's the grandfather of Star-Lord.

Culver University

  • Dr. Erik Selvig: A brilliant Professor of Theoretical Astrophysics.
  • Jane Foster: An astrophysicist who also had some nurse training. She was one of the few people that was convinced Thor really was the thunder god. She has a heroic personality, which is why Thor felt so amazed by her. She's a combination of her Earth-616, MCU, and Avengers: EMH counterparts.
  • Darcy Lewis: A political science student and Jane's assistant. Frequently mispronounces Mjolnir.
  • Ian Boothby: An intern and Darcy's boyfriend.
  • Dr. Donald J. Blake: Thor's human host, a brilliant physician and Jane's ex-boyfriend.

Krei Tech Industries

  • Alistair Krei: A pioneering entrepreneur.

Others

  • Elizabeth "Betty" Ross: Bruce's girlfriend/co-researcher, and the estranged daughter of General "Thunderbolt" Ross.
  • Richard Milhouse "Rick" Jones: A teenage orphan boy who becomes a faithful sidekick of the Hulk, after feeling responsible for Bruce's condition. He has blond hair and blue eyes, and wears a cowboy hat. He loves to listen to country music. He drives a motorcycle, and can also ride horses. He's a combination of the Earth-616, Marvel Action Hour, and Iron Man: Armored Adventures.
  • Marlo Chandler: Rick Jone's crush and a best friend of Betty Ross.
  • Dr. Leonard "Leo" Samson/Doc Samson: Born Leonard Skivorski, Jr., Leo is a psychiatrist and a colleague of Betty Ross. He sought to study and find a cure for the Hulk. He was exposed to gamma radiation and transformed him into a long green-haired muscular superhuman.
  • Dr. Stephen Vincent "Steve" Strange: A brilliant and arrogant neurosurgeon that suffered a horrific car accident which injured his hands. He began a journey that led him to Yao the Ancient One, as well as the discovery of magic and alternate dimensions.
    • Wong: The servant of Dr. Strange, formerly of the Ancient One. He stems from a family of monks living in Kamar-Taj. Wong wields mystically-enhanced twin swords. He's a combination of his Earth-616, 90s Spider-Man cartoon, and Doctor Strange: The Sorcerer Supreme animated movie counterparts.
    • Clea: Dr. Strange's disciple and lover (later wife). The niece of Dormammu, the demonic tyrant of the Dark Dimension.
    • Yao the Ancient One: The previous Sorcerer Supreme and former master of Dr. Strange and Baron Karl Mordo. Upon his mortal death, the Ancient One transcended into the spiritual plane, his soul now becoming a minor cosmic entity, occasionally coming to the aid of his former disciple Dr. Strange and can be summoned for guidance. He's a combination of his Earth-616 and Doctor Strange: The Sorcerer Supreme animated movie counterpart.
  • Peter Benjamin Parker/Spider-Man: A high school student who gained spider-like abilities. Learning from his uncle with great powers comes great responsibilties, he used his powers to become the wise-cracking crimefighter.
  • Uncle Benjamin "Ben" Parker: Peter's uncle and a former hippie who teaches Peter to be non-violent.
  • Aunt May Parker (née Reilly): Peter's aunt and Ben's wife. Based on her Ultimate counterparts.
  • Emily Osborn: Norman Osborn's wife.
  • Harold Theopolis "Harry" Osborn: Son of Norman Osborn and Peter Parker's best friend.
  • Bernard Houseman: The Osborn family butler.
  • Mary Jane Watson: Peter Parker's childhood friend, and later girlfriend. Called "MJ" by her friends, one of the most popular girls in high school and seemingly always in a good mood. Despite her sunny exterior, MJ has many insecurities that even her closest friends are unaware of. She's a combination of the Earth-616, Spider-Man: TAS, Spider-Man: TNAS, Ultimate Marvel, Spider-Man Loves Mary Jane and Spectacular Spider-Man versions.
  • Anna Watson: Mary Jane's paternal aunt and an old friend of Aunt May. She's often suspicious with Peter's long absences and unreliability. She's a combination of the Earth-616 and Spider-Man: TAS versions.
  • George Stacy: Captain of the NYPD. He's a strong supporter of Spider-Man, often defending him when others accuse him.
  • Helen Stacy: A successful lawyer.
  • Philip Stacy: The eldest child.
  • Gwendolyne Maxine "Gwen" Stacy: A transfer student who became MJ's best friend. Gwen quickly becomes attached to Peter and starts dating him, becoming Mary Jane's rival for his affections. She's a combination of the Earth-616, Spider-Man Loves Mary Jane, and Amazing Spider-Man movie versions.
  • Howard Stacy: The second son, and the third oldest.
  • Simon Stacy: The youngest child.
  • Debra Whitman: An intelligent and shy girl who is one of Peter Parker's best friends. She's a combination of the Earth-616 and Spider-Man: TAS versions, with Spectacular Spider-Man Gwen Stacy added to the mix.
  • Eugene "Flash" Thompson: A football player in high school and Liz's boyfriend. He has a tendency to bully the timid Peter Parker.
  • Clifford Kenneth "King Kong" McFarlane-Harlan: Best friend of Flash Thompson, and on the high school football team. He is of Asian descent, obese yet strong. He can regularly be seen with Flash bullying Peter. He crushed the spider that bit Peter, killing it. He eventually figured out Peter is Spider-Man, this knowledge and Peter's heroism inspired him to be a better person. He's a combination of the Ultimate Marvel and Spectacular Spider-Man versions.
  • Randolph "Randy" Robertson: Son of Daily Bugle editor Robbie Robertson. He is on the Midtown High School football team with Flash Thompson. Based on the version from The Spectacular Spider-Man.
  • Elizabeth "Liz" Allan: One of the most popular girls in high school. She's a combination the Earth-616 version and Spider-Man: TAS Felicia Hardy, and some resemblance to the Spectacular Spider-Man Sally Avril.
  • Sally Avril: A cheerleader and Liz's ditzy and feisty best friend. She is Hispanic. Sally tends to be very bossy and self-centered, which puts a strain on her relationships with Randy and Liz. She also has a phobia of mutants (in particular) and super-powered beings (in general), and she worries she might become one. She's a combination of her Chapter One and Spectacular Spider-Man counterparts, Spider-Man Loves Mary Jane Liz Allan, and some resemblance to the Spectacular Spider-Man Liz Allan.
  • Gloria "Glory" Grant: Kenny Kong's on-and-off girlfriend. Based on the Spectacular Spider-Man version.
  • Carlie Cooper: A bespectacled girl who is in Peter's Science Club. She and Debra are best friends. She's a combination of her Earth-616 counterpart and the 2002 Spider-Man novelization version of Liz Allan.
  • Felicia Hardy/Black Cat: A teenager who transfers to the same high school attended by Peter Parker and Mary Jane Watson. She's also a thief, carrying the tradition of her father, the world-renowned cat-burglar Walter Hardy. Felicia is considered "bad luck" due to her violent past and confrontational personality. She flirts with Flash, but has stronger feelings for Spider-Man. She always challenges Sally to a fight. She's a combination of the Earth-616, Ultimate Marvel, Spider-Man Loves Mary Jane and Spectacular Spider-Man versions, with a bit of Ultimate Marvel Gwen Stacy added to the mix.
  • Angelica Jones/Firestar: A red-haired mutant with the ability to generate heat, blasts red-hot rays, and flight. She's a combination of her Spider-Man and his Amazing Friends and Earth-616 counterparts.
    • Ms. Lion: Angelica's pet dog. Aunt May often takes care of her.
  • Martha Connors: The wife of Dr. Curt Connors. She stuck by his husband, even when he became the terrible creature known as the Lizard.
  • William "Billy" Connors: The son of Curt and Martha Connors. Billy alongside his mother must suffer the consequences of his father's errors.
  • Jean DeWolff: Police detective who's known for her love of 1930s-style clothing and cars. When she started out as a uniformed patrol officer, she was partnered with Sergeant Stan Carter and initially distrustful of Spider-Man.
  • Terri Lee: Police lieutenant and DeWolff's new partner. She's part Native-American, part-African-American.
  • J. Jonah Jameson: Publisher of the Daily Bugle, who views Spider-Man as a menace.
  • Joseph "Robbie" Robertson: Randy's father and editor of the Daily Bugle.
  • Elizabeth "Betty" Brant: J. Jonah Jameson's loyal secretary.
  • Jean-Paul Hoffman: Jameson's assistant whom he frequently harasses. Based on the character from the 2000s Spider-Man movies.
  • Dr. Nicholas Bromwell: A physician. Amongst his patients are May Parker and Peter Parker. He and Aunt May started dating. He's a combination of his Earth-616 counterpart and Ultimate Marvel Miles Warren.
  • Cassandra Webb/Madame Web: A blind, psychic, paraplegic mutant that acts as a cryptic adviser to Spider-Man, offering him strange clues and riddles that would ultimately help him. She's a combination of the Earth-616, Ultimate Marvel, and Spider-Man: TAS versions.
  • Taryn Fujioka: A young Japanese-American woman and Jean Grey's best friend since high school. She was one of the "popular" students. She had a little crush on Scott Summers. She eventually learns Jean and Scott are mutants, and remain friends with Jean. She's in a relationship with Paul. Based on the character from X-Men: Evolution.
  • Paul Haits: Scott Summers' best friend from high school. He eventually learns Scott is a mutant, and remains friends with him. He's in a relationship with Taryn. Based on the character from X-Men: Evolution.
  • Matthew Michael "Matt" Murdock/Daredevil: A young man blinded as a boy but gifted with extraordinary senses, Matt dedicates his life to fight injustice in New York City as a lawyer by day, and as a superhero known as Daredevil by night. He's a combination of the Earth-616, Spider-Man: TAS, Ultimate Marvel, and Movie versions.
  • Franklin "Foggy" Nelson: Matt Murdock's best friend and business partner, sharing with him the Nelson & Murdock law firm.
  • Karen Page: The secretary at Matt Murdock's and Foggy Nelson's law firm.
  • Father Lantom: A Catholic priest at St. Patrick's Cathedral that Matt Murdock confides in about his Daredevil persona. He doesn't approve of his life as a vigilante, nor is he particularly fond of the costume. He's a combination of his Earth-616 and MCU counterparts, and Father Everett from the movie Daredevil.
  • Claire Temple: A Medical Doctor for Dr. Noah Burstein at his 42nd Street Storefront Clinic.
  • Linda Carter/Night Nurse: A nurse at the ER of Metro-General Hospital. She specializes in helping injured superheroes.
  • Jessica Jones (real name Jessica Cambell): A detective who owns the Alias Investigations detective agency in New York City. Formerly a classmate of Peter Parker, whom she had a little crush on.
  • Luke Cage/Power Man: A muscular man who has impenetrable skin due to illogical experiments given to him. Originally named Carl Lucas. He's best friends with Iron Fist. He's a combination of his Earth-616 and Avengers: EMH counterparts.
  • Daniel Thomas "Danny" Rand-K'ai/Iron Fist: Master of all of K'un Lun's martial arts as well as various fighting styles from Earth. He often voices opinions through on-the-spot proverbs befitting the given situation. He's a vegetarian, practices in mediation, and usually wears hippie-esque clothing and sandals. Despite his great wealth from his father's company Rand Corporation, he chose a simple life among his friends. He's a combination of his Earth-616 and 2010s Marvel Animated Universe counterparts.
  • Evelyn Richards: Reed's mother. She's a scientist like her husband and son.
  • Enid Richards: Reed's little sister.
  • Mary Richards: Reed's other little sister.
  • William "Willie" Lumpkin: The Fantastic Four's mailman.
  • Courtney "Cory" Bonner-Davis: The Fantastic Four's fussy British landlady. She always complains about the Four. Based on the character from Fantastic Four: World's Greatest Heroes, with some traits from Ms. Lavina Forbes from the 90's Fantastic Four cartoon.
    • Foo-Foo: Cory's dog. He doesn't like the Thing.
  • Alicia Masters: A blind sculptor and the Thing's romantic interest. She's a combination of her Earth-616 and Marvel Action Hour counterparts.
  • Norrin Radd/Silver Surfer: Originally a young astronomer from the planet Zenn-La, he agrees to become Galactus' herald in return for the safety of his homeworld and the woman he loved. During his travels, he created the anomaly gave the Fantastic Four and Dr. Doom their powers. He's a combination of his Earth-616, Ultimate Marvel (Silver Searcher) and Movie counterparts.
  • Agatha Harkness: Franklin Richard's former nanny and a witch who reside in New Salem. She also trained Scarlet Witch in the use of real magic.
    • Ebony: Agatha's feline familiar, seemingly nothing more than a black housecat. When necessary, Ebony could assume the shape of a giant wildcat.
  • Impossible Man: A shape-shifting alien from the planet Poppup. He would come to Earth to start some trouble for the heroes, particularly the Fantastic Four.
  • Aunt Cass Hamada: Hiro and Tadashi's aunt and guardian.
  • Tadashi Takachiho: Hiro's late older brother, a student at the San Fransokyo Institute of Technology, and the creator of Baymax.
  • Jonathan "Johnny" Blaze/Ghost Rider: A stunt motorcyclist who, in order to save the life of his father Barton, agreed to give his soul to "Satan" (revealed to be an arch-demon named Mephisto). He's a combination of his Earth-616 and Movie counterparts.
  • Caretaker: The gravedigger of Salem Fields Cemetery in Cypress Hills, Brooklyn, New York. He's a member of The Blood, a mystical organization dedicated to fighting evil.
  • Eric Brooks/Blade: A dhampir vampire hunter. Known to the vampire underworld as "The Daywalker". He's a combination of the Earth-616, Spider-Man: TAS and Movie versions.
  • Abraham Whistler: A vampire hunter who took on a young Blade and trained him in martial arts and as a vampire hunter. His wife and two daughters were killed by a vampire. He's a combination of the Spider-Man: TAS and Movie versions.
  • Howard the Duck: An anthropomorphic duck from an alternate universe called Duckworld. He refuses to wear pants, and doesn't care if a certain animation company sues him.
  • Beverly "Bev" Switzler/Swizzle: Howard's human girlfriend and a former model. During Howard's misadventures, she puts on a 'costume', dressed as a German baroness complete with a whip, calling herself "Swizzle" (like her appearance in Spider-Man: Back in Quack, minus the silly mask).
  • Namor McKenzie/Sub-Mariner: Ruler of Atlantis and first among mutants. Son of human sea captain Leonard McKenzie and Atlantean princess Fen. Former member of the All-Winners Squad. He's generally intolerant of surface dwellers, except for Sue Storm, whom he describes as 'the pretty one'.
  • Lady Dorma: Namor's wife, and a powerful and outspoken member of the Atlantean Senate. Despite her appearance as a demurely elegant aristocrat, she can be a fierce warrior-woman when the need rises. She despises Sue Storm for always attracting Namor's attention.
  • Kevin Reginald Plunder/Ka-Zar the Savage: A jungle man who lives in the dinosaur-populated Savage Land, known as the 'Lord of the Savage Land'.
  • Shanna O'Hara/Shanna the She-Devil: Ka-Zar's wife. She was born in the jungles of Zaire, where she learned to survive. As she moved to the United States and studied veterinary, she also became an accomplished Olympic athlete. After being kidnapped by a sorcerer to be used as a sacrifice alongside K-Zar, she fell in love with him and remained with Plunder in the Savage Land.
  • Matthew Kyle Andrew Plunder: Son of Ka-Zar and Shanna. He's a combination of his Earth-616 counterpart and the Ultimate Spider-Man version of Ka-Zar.
  • Zabu: Ka-Zar's companion and the last living sabertooth tiger. Ka-Zar is somehow able to sense Zabu's thoughts, and naturally, Zabu is a fierce creature and combatant.
  • Power Pack: A team of four siblings who were given powers by the Kymellian noble Aelfyre "Whitey" Whitemane in order to save their world from the reptilian Zn'rk (or "Snarks"). Children of physicist Dr. James Power and Margaret Power.
    • Alexander "Alex" Power/Zero-G: Leader of the Power Pack, and the oldest of his siblings. He has gravity-manipulating powers.
    • Julie Power/Lightspeed: The second oldest. She has the power of flight by means of rapid forward propulsion that left a highly visible tri-colored band of light in her wake.
    • Jack Power/Mass Master: The wild child of the team, and the third oldest. He has the power to control his own density, such as turning himself into a cloudy, gaseous form.
    • Kate Margaret "Katie" Power/Energizer: The youngest of the siblings. She has the power to disintegrate any kind of matter, store the energy and expel it in balls of explosive energy.
  • Smartship Friday: Whitey's sentient starship who becomes a mentor to the Power Pack.
  • Stanley M. Lieber: An elderly man who's a jack-of-all-trades. He's a friend of the Parkers since the 60s. He has a habit of somehow showing up where the superhero action is, and push people out of falling debris. Grandfather of Fredzilla. He expresses an interest in running for mayor of New York City (and possibly senator of the state). Guess who, true believers?
  • Laura Barton: The ex-wife of Clint Barton. Despite their divorce. they're in good terms. She's based on the MCU version.
  • Cooper Barton: Clint and Laura's oldest son.
  • Lewis Barton: Clint and Laura's second son.
  • Nicole Barton: Clint and Laura's daughter and youngest child. Named after her godfather, Nick Fury Jr.
  • Frank Castle, Jr./Punisher: Frank Castle is an ex-NYPD Spec Ops officer, whose family was murdered in a mob hit. Vowing revenge he became New York City's most ruthless vigilante-hero the "Punisher", and is responsible for the deaths of over 125 criminals. Waging a one-man war against organized crime, he brings the corrupt and criminal to justice by any means.
  • David Linus Lieberman/Microchip: A computer hacker who helps Punisher in his crusade against the mob, providing him with details of crimes around New York City.
  • Matthew Ellis: The President of the United States.

HYDRA

See Hydra (Earth-11123)

Project Centipede

A group with firm ties to Hydra, Project Centipede was a secret project designed to give people superpowers through the use of a Centipede-looking device.

  • Thomas Nash/Clairvoyant: Head of Project Centipede. Thomas Nash was one of the 13 individuals S.H.I.E.L.D. suspected of having psychic abilities. At some point, Nash was rendered catatonic, and was placed in a hospital in Macon, Georgia. He eventually straps himself into a machine that grants him cybernetic armor. Based on MCU John Garrett.
  • Grant Ward: see HYDRA
  • Raina: see Inhumans
  • Chan Ho Yin/Scorch: A Hong Kong street performer who developed pyrokinetic powers.
  • Henry Hayes/Deathlok V: see S.H.I.E.L.D.

Leviathan

Leviathan is a mysterious Russian organization founded by Joseph Stalin, responsible for stealing weapons developed by Howard Stark in the 40s.

  • Vasili Dassaiev/Magadan: Former KGB officer and the leader of Leviathan.
  • Viktor Uvarov/Orion: Former KGB officer and a mercenary of Leviathan.
  • Dr. Johann Fennhoff/Ivchenko/Dr. Faustus: A psychiatrist who realized he could use his techniques to the point of fully hypnotizing other people. He's also an information broker for the European superhuman mercenary community.
Former members
  • Leet Brannis: A mute Russian soldier. He had a run-in with speedy crime-fighter, the Whizzer (Robert Frank).

Hellfire Club

The Hellfire Club is an exclusive secret society that worships the Phoenix Force.

  • Sebastian Hiram Shaw: The leader of the Hellfire Club. He's also the owner of Symstemized Cybernetics Lab.
  • Dr. Shinobi Shaw: The illegitimate son of Sebastian Shaw.
  • Emmeline Grace "Emma" Frost/White Queen: see X-Men
  • Selene Gallio/Black Queen: A sorceress and member of the Inner Circle, Selene's long life is attributed to the fact that she's a psychic vampire, able to drain the life from others to extend her own for many years.
  • Jason Wyngarde/Mastermind: A mutant with the psionic ability to generate complex telepathic illusions at will that cause his victims to see whatever he wishes them to see. Formerly a member of the Brotherood, he's now part of the Inner Circle. He's a combination of his Earth-616 and 90s X-Men cartoon counterparts.

Brotherhood of Mutants

Founders
  • Erik Magnus Lehnsherr/Magneto: The self-titled "Master of Magnesium". A former friend of Charles Xavier, until their different viewpoints caused them to drift apart. A Holocaust survivor, he dedicate himself to saving mutantkind from a similar fate.
  • Mortimer "Mort" Toynbee/Toad: A British-American young mutant with superhuman leaping ability, agility, toxic saliva, prehensile tongue and wall-scaling abilities. A snarky punk who is always eager to please his master Magneto. He has a rivalry with Nightcrawler, and one point became good friends with Cyclops. He's a combination of his Earth-616, Movie, X-Men: Evolution, and Wolverine and the X-Men counterparts.
  • Pietro Maximoff/Quicksilver: see Avengers
  • Wanda Maximoff/Scarlet Witch: see Avengers
  • Jason Wyngarde/Mastermind: see Hellfire Club
Additional members
  • Raven Darkholme/Mystique: A mutant with the ability to shapeshift. Rogue's foster mother and Nightcrawler's biological "father".
  • Victor Creed/Sabretooth: Logan's half-brother, and an ex-fellow soldier.
  • John Allerdyce/Pyro: An Australian mutant with the ability to cause any fire, however small, to grow in size and intensity to project it.
  • Cain Marko/Juggernaut: The step-brother of Charles Xavier, who he hated because of the favortism Marko's father showed him to appeal to Xavier's mother. During service in the Army, Marko found the Temple of Cyttorak, after touching a ruby in the lap of an idol, Marko becomes the human avatar of the Cyttorak, a being with a mission to cause destruction as an unstoppable juggernaut.
  • Frederick J. "Fred" Dukes/Blob: A mutant whose latent superhuman powers manifested themselves when he reached puberty. He soon developed an eating disorder and easily became obese. He became a carnival performer, until Mystique offered him to join the Brotherhood.
  • Dominikos Ioannis Petrakis/Avalanche: A Greek mutant that can generate vibratory waves from his hands, causing inorganic matter to be violently shaken apart.
  • Irene Alder/Destiny: A mutant precognitive able to accurately predict future events. She's Mystique's best friend and lover, and Nightcrawler's mother. She helped took care of Rogue before she joined the X-Men. She's a combination of her Earth-616 and X-Men: Evolution counterparts.

Morlocks

The Morlocks are a group of mutants that are unable to integrate into normal society. They live in a network of abandoned, interconnected tunnels beneath Manhattan, which had originally been built as Cold War bomb shelters and then forgotten. They're named after the subterranean race from H.G. Wells' novel The Time Machine.

  • Callisto: The leader of the Morlocks. She loses that post in a duel with Storm in order to save Angel from being her mate. Though Storm leaves the group in her care as her representative, and the two eventually form an uneasy alliance. She was born in the Dominican Republic and emigrated to Washington Heights New York as an infant where she honed her skills as a fighter and tracker.
  • Annalee
  • Ape
  • Caliban
  • Erg
  • Glowworm
  • Masque
  • Mole
  • Mark Hallett/Sunder
  • Tar Baby
  • Tommy
  • Jimmy Dorian/Leech
  • Ray Carter/Berzerker: see X-Men
  • Torpid: A young Morlock girl. Based on the character from X-Men: Evolution.

Weapon X

Originally known as Team X, the Weapon X program is a clandestine government genetic research facility project headed by Colonel William Stryker. It was at the Alkali Lake Weapon X research facility where Wolverine's skeleton bonded with adamantium.

  • Colonel William Stryker Sr., M.D.: The head of Weapon X, and the leader of the anti-mutant conspiracy within the U.S. Government. He is under a belief that he is destined to eradicate "mutant threats" and that he has been ordained by God to do so, a trait he passed on to his son. He's a combination of the Ultimate Marvel version and movie version of William Stryker Jr..
  • Professor Andre Thorton (real name Truett Hudson): The Professor was the head scientist of Weapon X, employed by William Stryker, who desires to create the ultimate weapon. He was the one who brainwashed Wolverine into joining Team X. He lead the scientists that grafted Adamantium onto the bones of Wolverine, Sabretooth, and the others to create Canada's own super-soldiers. He later had his right hand cut off by Wolverine upon his escape, replaced by a metal hook. He's a combination of his Earth-616 and Hulk vs. Wolverine counterparts, and Kenji Oyama from the 90s X-Men cartoon.
  • Sgt. Peter Lyman: Stryker's second-in-command who leads his special forces detachment. Based on the character from X2: X-Men United.
  • David North/Christoph "Christopher" Nord/Maverick/Agent Zero: Colonel Stryker's second-in-command and a superhumanly accurate sniper/assassin. He's Asian-German. He's a combination of the Earth-616 and Movie versions.
  • Jason Stryker/Mutant 143: Son of William Stryker Jr. and grandson of William Stryker Sr.. A mutant with the ability to create illusions in the minds of others. He was lobotomized by his grandfather when he used his powers to torture his parents, causing his mother to commit suicide. He's a combination of his Earth-616 and Movie counterparts.
Former members
  • John Wraith/Kestrel: A mutant with the ability to teleport anywhere, capable of getting his team out of sticky situations after their job was finished.
  • Kayla Silverfox: A Blackfoot Native-American mutant and a (possible) lover of Wolverine. She has the ability to persuade anyone she touches into doing what she wanted.
  • Wade Winston Wilson/Deadpool: see Other Villains
  • Yuriko Oyama/Lady Deathstrike: see Other Villains

Ten Rings

The Ten Rings is a terrorist group led by the Mandarin.

  • Xin Zhang/Mandarin: The public leader of the terrorist cell bent on world domination known for his magical rings. He is a descendant of an ancient vicious Chinese dynasty that claimed to have relations to Genghis Khan. He's a combination of the Earth-616 and Marvel Action Hour versions, with Trevor Slattery's portrayal added to the mix.
  • Wong-Chu: A self-styled Vietnamese warlord and devoted follower of the Mandarin. He led the group that abducted Tony Stark. He killed scientist Ho Yinsen. He himself was killed by the Mandarin for allowing Tony Stark to escape. He's a combination of the Earth-616 and The Invincible Iron Man versions, and Raza from the movie Iron Man.
Prometheus International
  • Taki
  • June
  • Li

Hulkbusters

The Hulkbusters are a unit of the United States Armed Forces under General Ross's command to capture and defeat the Hulk.

  • General Thaddeus E. "Thunderbolt" Ross: During his career, Ross was in charge of the military project called the Bio-Tech Force Enhancement Project, which aimed to recreate the Super Soldier Serum. However, the experiment led to an accident which transformed Bruce Banner into the Hulk.
  • Brigadier General Glenn M. Talbot: The right hand man of General Ross. He has a romantic interest in Betty Ross, but she constantly rejects him because he does not do a good job of hiding his disdain for either Bruce Banner or the Hulk. Though he's loyal to General Ross, he often has more common sense in comparison. He's a combination of the Earth-616, 90s Hulk cartoon, and MCU versions.

Masters of Evil

  • Dr. Heinrich Zemo, 12th Baron Zemo: A former Nazi scientist who worked with the Red Skull as his second-in-command, and battled Captain America during WWII. In modern times, he formed the Masters of Evil and became its leader. He's a combination of his Earth-616 and Avengers: EMH counterparts.
  • Emil Blonsky/Abomination: see Other Villains
  • Antonovich "Anton" Vanko/Crimson Dynamo: A Soviet scientist of Armenian birth with a Ph.D in Physics, Vanko was one of the world's foremost experts on electricity. Anton Vanko designed an armor controlled by electromagnetism. With its red covering, he named it the Crimson Dynamo. He's a combination of his Earth-616 and Avengers: EMH counterparts, and the Crimson Dynamo from the Iron Man 3 video game.
  • Marco "Mark" Scarlotti/Marcus "Marc" Scott/Whiplash I/Blacklash: Once a gifted technician at Stark Industries' Cincinnati branch, but Mark desires a life of luxury and becomes a professional criminal. Courtesy of Justin Hammer Sr., Mark wears a bulletproof costume and wields a pair of cybernetically-controlled titanium whips. He's a combination of his Earth-616 and Marvel Action Hour counterparts.
  • Ivan Vanko/Whiplash II: A Russian physicist who swore revenge on Iron Man and the Stark family for the ruin and humiliation he and his father Igor suffered during his whole life. He designs a similar armor to Tony's, wielding two electrical whips powered by some kind of battery, in order to publicly defeat him. He's a combination of his MCU and Earth-616 counterparts.
  • Carl "Crusher" Creel/Absorbing Man: A criminal and enforcer with the ability to become any material he touches, giving him enchanced strength and to shapeshift as well. A former boxer, he fought the fateful match against Jack "The Devil" Murdock, in which the latter was fixed to take the fall, but instead beat Creed in the fight.
  • Franklin Hall/Graviton: A Canadian scientist originally worked with S.H.I.E.L.D. who became famous for his work and theories on the extremely rare element known as Gravitonium. An accident at his labs gave him the power to control gravity fields. At first he tried to hide his vast powers, believing he would be shunned as a freak of nature, but the urge to use them was too great to resist, and soon Hall used his abilities openly. To his pleasure, people began to fear him, and he started to take whatever and whomever he desired. He's a combination of his Earth-616 and Avengers: EMH counterparts.
  • Georges Batroc the Leaper: An Algerian mercenary, kickboxer, and martial artist who specializes in Savate, a traditional French martial art. The most wanted fugitive of Interpol.
  • Donald "Donnie" Gill/Blizzard: A professional criminal hired by Justin Hammer Sr., who gave him a cryogenic suit. He suit grants him the ability to freeze objects and people almost instantly.
  • Marcus Daniels/Blackout: Marcus worked as a lab assistant to Dr. Abner Croit as part of an experiment to harness Darkforce, but his exposure to that energy gave him the ability to manipulate all forms of energy.
  • Paul Pierre Duval/Grey Gargoyle: A French chemist with the ability to turn anyone into stone as a result of an accident.
  • Hypnotia: A female metahuman and former stage hypnotist. She has the ability to fascinate anybody and hold them to her will, even females. Dreadknight and Whiplash I constantly compete for her affections, but she's seems to be attracted to Tony Stark. Based on the character from the 90's Iron Man cartoon, with a bit of DC Comic's Godiva from Superman/Batman "With a Vengeance!" story arc in the mix.
  • David Cannon/Whirlwind: A mutant that can move at great speeds.

Hammer Industries

Hammer Industries is run by Justin Hammer, Tony Stark's business rival.

  • Justin Hammer, Sr.: The CEO of Hammer Industries. He's rivals with Norman Osborn and Oscorp's main competitor. Based on the Earth-616, Marvel Action Hour, and the Ultimate Marvel versions.
  • Justin Hammer, Jr.: The son of Justin Sr., born in the south of the US. A rival to Tony Stark. Based on the MCU version.

Jotuns

The Jotuns, also known as the Frost Giants, are the inhabitants of Jotunheim.

  • Laufey: King of the Frost Giants, and Loki's father.
  • Loki Laufeyson: Son of Laufey, step-brother/arch-enemy of Thor. He was found by Odin and raised as his son, alongside Thor. Throughout their childhood and into adolescence, Loki became resentful of how Thor's fame shadowed him. Loki started using his skills in sorcery and mischief in numerous attempts to destroy Thor and claim the love from the Asgardians which was rightfully his. One of Loki's schemes caused Thor to ally himself with other heroes, forming the Avengers. He's a combination of his Earth-616, Avengers: EMH, and MCU counterparts.
  • Jotunheim Beasts: Frost beasts native to Jotunheim.

Kree Empire

The Kree are a scientifically and technologically advanced militaristic race of blue-skinned aliens from the planet Hala. They are in an eternal war with the Skrulls.

  • Supreme Intelligence: The leader of the Kree Empire, also known by the honorific title Supremor. An organic computer it is composed of the brains of the greatest Kree minds (namely the Kree's thinkers, generals, philosophers, scientists and so on), removed upon their deaths and assimilated by the computer, adding their knowledge and experience to its own.
  • Ronan the Accuser: A radical member of the Kree Empire, Ronan is a ferocious genocidal militarist.
  • Korath the Pursuer: A mercenary who worked for Thanos.

Skrull Empire

  • Kl'rt/Super-Skrull: A respected soldier within the Skrull Empire. He possesses the abilities of the Fantastic Four.

A.I.M.

A.I.M. (short for Advanced Idea Mechanics) is the organization of brilliant scientists dedicated to the acquisition of power and the overthrow of all world governments by technological means.

  • George Tarleton/MODOK (Mechanized Organism Designed Only for Konquest): Former A.I.M. scientist and current leader under the rank of Scientist Supreme. He was mutated by former leader George Clinton and driven insane by energies from the Cosmic Cube. He's a combination of his Earth-616, Marvel Action Hour, 2010s Marvel Animated Universe, and the Iron Man 3 video game counterparts, with a bit of MCU Aldrich Killian (pre-cured).
  • Dr. Maya Hansen: A brilliant scientist responsible for Extremis, a nanotech-based interface with the human nervous system.
  • Beekeepers: A name referred to the A.I.M. agents that make up the troops of the organization, due to their design of their uniforms.
  • Extremis Soldiers: A group of former U.S. Armed Forces soldiers enchanted by the use of Extremis that served as the personal army of A.I.M. leader MODOK.
    • Edward Mallen/Madden/Extremis: The first field-operational enhancile test subject.
    • Eric Savin/Coldblood-7: An Extremis-enhanced man working as hired muscle for MODOK.
    • Ellen Brandt: A war veteran who becomes an assassin after her exposure to Extremis. She also betrayed her husband Ted Sallis (later Man-Thing) to steal his re-creation of the "Super Soldier Serum".

Dark Elves

The Dark Elves hail from the world Svartalfheim.

  • Malekith the Accursed: The cruel leader of the Dark Elves.
  • Algrim the Strong/Kurse: Lieutenant of the Dark Elf leader Malekith.

Oscorp

Oscorp is a multinational corporation founded and owned by its CEO, Norman Osborn. Developed the Oz serum and the spiders who gave Peter Parker spider-powers. Its main competitors are Hammer Industries and Quest Aerospace.

  • Norman Osborn/Green Goblin: A corrupt industrialist and scientist who is trying to perfect the Super Soldier drug for S.H.I.E.L.D., an obsession that leads to the neglect of his wife and son Harry Osborn.
  • Mendel Stromm: Norman's college professor and business partner, co-founded Oscorp.
  • Ms. Brooke: Norman's personal assistant.
  • Donald Menken: The Vice President and a high-ranking board member of Oscorp.
  • Henry Balkan: An executive who sat on the Board of Directors. He led the way for the rest of the Board of Directors chose to accept a buyout offer from Quest Aerospace. He was one of the directors killed by the Green Goblin.
  • Maximillian Fargas: An industrial executive who sits on the Board of Directors. He was one of the directors killed by the Green Goblin.
  • Gustav Fiers: A mysterious man in the shadows with ties to Oscorp and the Parkers. He was involved in Richard and Mary Parker's frame-up.

Sinister Six

The Sinister Six are a group of villains who share a hatred for Spider-Man.

  • Dr. Otto Gunther Octavius/Dr. Octopus (leader): A former nuclear physicist and atomic researcher, Dr. Octavius was the lab assistant of Norman Osborn. He was also a scientific idol of Peter Parker. He was caught in a lab accident (soon after his mother died of a heart attack) when one of his experiments gone wrong, grafting his metal arms onto his body, and killed his wife Rosalie "Rosie" Anders. After this incident, he was able to communicate with his mechanical arms via telepathy. He modified his arms to have the power to morph into different shapes. He sought revenge against Osborn, but Spider-Man intervened. He's a combination of his Earth-616, 90s Spider-Man cartoonUltimate MarvelSpider-Man 2, and Spectacular Spider-Man counterparts.
  • Aleksei Mikhailovich Sytsevich/Rhino: Aleksei Sytsevich was just another thug in the Russian mafia, grasping at dreams of easy money, and headed for a short brutal life. He was repeatedly foiled by Spider-Man and was frustrated being his punching bag. He was approached in prison by Mr. Fiers. Seduced by promises of wealth and power, he was used as a guinea pig in one of Oscorp's illegal experiments. His body was infused with super-tough polymer armor modeled after a rhinocerous. Aleksei calls himself "The Rhino", and became an agent for a collective of professional spies. In part, this was to support his family. He's a combination of his Earth-616 and Amazing Spider-Man 2 counterparts, and the Spectacular Spider-Man version.
  • Adrian Toomes/Vulture: Adrian Toomes was a businessman, until he was swindled out of his company and its profits. He uses the flight-enabling harness he's been working on to start a life of crime as the Vulture. He's also the first costumed supervillain Spider-Man faced. He's a combination of his Earth-616 and Spectacular Spider-Man counterparts.
  • Sergei Nikolaevich Kravinoff/Kraven the Hunter: A Russian hunter who uses high-tech versions of traditional hunting weapons in order to become the greatest hunter in the world. He is the most skilled hunter, normally dressed in a lion-themed vest and relying only on his natural skills to catch his prey.
  • Quentin Beck/Mysterio: Quentin Beck was the best special-effects designer in the industry. Seeking recognition, Quentin tried to become an actor but failed. Thinking the best way to become famous was to become the supervillain Mysterio.
  • Maxwell "Max" Dillon/Electro: An electrican who felt like a loser most of his life, but that all changed the day he was struck by lightning. With a new mastery of electricity Max set out on a life of crime as Electro. He's a combination of his Earth-616 and Spectacular Spider-Man counterparts.

Trask Industries

  • Bolivar Trask: The architect for the U.S. Government 'Sentinel Initiative', a response to Magneto's terrorist attacks.
  • Sentinels: Massive mecha built to hunt down and kill mutants on the streets.

Marauders

  • Nathaniel Essex/Mister Sinister: The leader of the Marauders and a servant of Apocalypse. He is a scientist who experimented on himself during the Victorian era and made himself the man he is, and spends his immortality manipulating the mutant genome from the shadows in an attempt to create "the Perfect Mutant". He is obsessed with Cyclops and Jean Grey's genetics, claiming to have watched them all their lives. He sees little value in Xavier's dream for co-existence or Magneto's preparations for war, instead believing that the goal should be pushing mutants to the next stage of their mutations. He is responsible for reviving Morph and intended to use him to destroy the X-Men. He briefly collaborated with the Nazis during WWII, where he experimented on Erik in a Nazi concentration camp and murdered the boy's mother. He also had involvement in the Weapon X Project. He is a former friend of James Xavier, ancestor of Professor X; and Jean Grey is one of his descendants. He's a combination of the Earth-616 and 90's cartoon versions, with a bit of Movie Sebastian Shaw added to the mix.
  • Vertigo: A Savage Land mutate with the power to render a person severely dizzy and even unconscious.
  • Janos Quested/Riptide: A mutant born with the ability to create tornados.

Hand

The Hand is an ancient Ninjutsu clan, founded in Japan in 1588.

  • Nobu Yoshioka: The leader of the Hand. Based on the character from the movie Elektra.
  • Kirigi: The son of Nobu Yoshioka. He is one of the Hand's best warriors and assassins.
  • Elektra Natchios: The daughter of Greek diplomat Nikolas Kostas Natchios. A student at Columbia University who had a knack for martial arts and was a big fan of Bruce Lee. Her mother Christina died of breast cancer. She started out as a sweet, innocent girl, until her father was assassinated. After which, Elektra was taught the martial art of ninjutsu and joined the Hand. She's a combination of her Earth-616 and the 2003 Daredevil/2005 Elektra movie counterparts.
  • Mary Walker/Typhoid Mary
  • Tudo Sukoto/Tattoo
  • Kinkou

Black Order

The Black Order is a group of lethal aliens gathered by Thanos in order to help the Mad Titan in his crusade to raze different worlds, and force their inhabitants to pay him tributes.

  • Thanos: An Eternal from the Saturn moon of Titan. A worshipper of the female personification of death, Mistress Death. He's the ruler of a vast empire consisting of thousands of worlds.
  • The Other: A mysterious being that acts as an envoy for his master Thanos. Dies when Ronan the Accuser snaps his neck. Based on the MCU character.
  • Nebula: A Luphomoid assassin and alleged granddaughter of Thanos.
  • Chitauri: An offshoot race of the Skrulls. Though the Skrulls disclaim any relations with them. The Chitauri further evolved into different subraces, including a powerful, technologically-advanced race of extraterrestrial cyborg-like creatures who serve Thanos.
    • Herr Kleiser: A high-ranking Chitauri agent who was part of a group that infiltrated Earth during World War II. He obtained the name and appearance by absorbing and devouring the identity of Nazi officer Herr Kameleon. He fought Captain America and Bucky during the war. Based on the character in Ultimate Avengers: The Movie.
  • Leviathans: Colossal beasts used as weapons and troop transports during the invasion of Earth by the Chitauri.

Other Villains

  • En Sabah Nur/Apocalypse: Born 5,000 years ago in Aqaba, he is the first living being on Earth to possess the mutant X-gene. The self-proclaimed "High Lord" of all mutants. Apocalypse has, in his long lifetime, influenced events through manipulation from the shadows of open warfare accompanied by his "Horsemen". He has managed to survive through the eons by strict adherence to his Darwinian tenet of "only the strongest shall survive". He's a combination of the Earth-616 and 90s cartoon versions.
  • Horsemen of Apocalypse
    • Death
    • Famine
    • Pestilence
    • War
  • Senator Robert Edward Kelly: A staunchly U.S. politician who's actively going against all mutants with his anti-mutant campaign. He argued that mutants made normal people afraid and pushed for the Mutant Registration Act.
  • Wade Winston "Wadey" Wilson/Deadpool: A disfigured and mentally unstable mercenary, also known as the "Merc with the Mouth". As dangerous as he is, he tends to annoy both his employers and his enemies for talking too much. Wields two katanas, two fully automatic pistols, a minigun, multiple types of grenades, mines, bombs, and multiple knives. Known for constantly breaking the fourth wall. He's a combination of the Hulk vs. Wolverine and Ultimate Spider-Man versions.
  • Yuriko "Yuri" Oyama/Lady Deathstrike: The daughter of Japanese crime lord and scientist Lord Dark Wind (Kenji Oyama). She once had a relationship with Wolverine. Now she has an obsession of killing him, in a twisted way of righting the wrong of the theft of her father's theories and to restore her family's honor. She received extensive cybernetic enhancements including adamantium bones and talons, which would allow her to have her revenge. She becomes a mercenary and joins the Reavers.
  • Reverend William Stryker, Jr.: Son of Colonel William Stryker Sr. and father of Jason Stryker. A religious man who is convinced that Satan has a plot to destroy humankind by corrupting prenatal souls, the result of this corruption being mutants. He becomes the leader of the Purifiers, an anti-mutant coalition wearing almost Crusader-esque type outfits. He comes to see the birth of his mutant son as a sign from God, directing him to his true calling: ensuring the eradication of all mutant, a trait passed on from his father. He's a combination of the Earth-616 and Ultimate Marvel versions.
  • Azazel: A Russian demon-looking mutant with teleportation powers and a prehensile tail. He claims to be a relative of Nightcrawler.
  • Obadiah Stane/Iron Monger: The CEO of Stane International. He was a friend and business partner to Howard Stark, until he went power-mad and attempted to take over the company with his Iron Monger armor. He's a combination of his Earth-616 and MCU counterparts.
  • Fin Fang Foom: One of the Makluan dragon elementals who came to Earth centuries ago. He often partners with the Mandarin, due to possessing the ten rings.
  • Whitney Frost/Madame Masque (born Giuletta Nefaria): A young debutante/socialite and former lover of Tony Stark, now one of the highest ranks in the Maggia crime family, former clients of Stark Industries. During a fight with Iron Man, her face was scarred and hides it behind a golden mask. She's based on her Earth-616 counterpart, with a bit of MCU Agent 33 added to the mix.
  • Bram Velsing/Dreadknight: A German-born Latverian scientist who once served Dr. Doom. Doom grafted a skull-like cybernetic helmet for his treachery. Velsing fled and made his home in a renovated Castle Frankenstein, where he comes under the care of Victoria Frankenstein. With his new mutated bat-winged horse Elendil (once belonged to Nathan "Nate" Garrett, known as the criminal Black Knight), Velsing becomes the criminal Dreadknight.
  • Dr. Samuel Sterns/Leader: A British cellular biologist and Grayburn College professor who got thrown out of the university after testing his "British Enhancile Program" on himself, gaining psychic and mental abilities, which also gives him green skin and enlarged his cranium. Abandoning his true human name, Sterns instead began to refer to himself as the Leader. He planned on creating an army from Gamma Radiation to help him take over the world using a special "Gamma Orb". He's a combination of his Earth-616 and Marvel Action Hour counterparts.
    • Yuri Topolov/Gargoyle: A Soviet scientist who became the first foe of the Hulk. An atomic accident caused by working with radiation mutated him into a grotesque, large-headed dwarf of extremely high intelligence. He allies with the Leader in order to find a cure for his mutation. He develops a creepy attraction to the She-Hulk.
    • Emil Blonsky/Abomination: A Russian-born English soldier who wanted to relive his glory days and volunteered to go through an experiment by Thunderbolt Ross (acting under the orders of his superiors). He was injected with a sample of the Super Soldier Serum to combat against the Hulk. Soon after, he rampage the city until he was stopped by the Hulk the first time.
    • Diane Davids/Ogress: A former lawyer who became one of the many gamma-mutates created by the Leader. Unlike her more attractive rival She-Hulk, she was horribly deformed and not very intelligent with a tendency to mess things up.
    • Gamma Warriors
  • Dr. Brian David Banner/The Father: The abusive father of Bruce Banner, and a genetic researcher who worked under General Ross in hopes of recreating the Super Soldier Serum. As much as he hated Bruce, he believes the Hulk as his "true son".
  • William Talbot: Glenn Talbot's younger brother and a colleague of Betty Ross. A former military officer-turned-bio-science executive at a company that is also a politically powerful Defense Department contractor. He's always jealous of his brother. Based on the 2003 Hulk version of Glenn Talbot.
  • Dr. Curtis "Curt" Connors/Lizard: A noted geneticist who lost his right arm in an accident. He devoted himself to create a serum to regenerate lost limbs, using DNA from reptiles. Using himself as a test subject, not only did Connors's arm grew back but also turned himself into a ferocious reptilian monster who seeks to turn humans into lizards himself.
  • Herman Schultz/Shocker: Herman Schultz was just a petty criminal, but after being jailed one too many times he built a pair of vibro units in the prison workshop. He returned to crime immediately, taking the name "Shocker", he began a string of high-profile robberies.
  • Dmitri Smerdyakov/Chameleon: A spy and master of disguise. Throughout his history, he has used a variety of traditional, high-tech and biologically enhanced ways to change his appearance, believably imitating almost anyone. Sometimes he uses less techology based ways. His true face behind the masks has never been seen.
  • MacDonald "Mac" Gargan/Scorpion: A former private investigator who was hired by J. Jonah Jameson to find out how Peter Parker was able to get incredible pictures of Spider-Man. Frustrated at his bumbling failure, Jameson convinced him to be part of an experiment, created by Dr. Farley Stillwell, that infuses animal DNA onto a subject (which in Mac's case, a scorpion). Unfortunately, the process result in a loss of sanity, and the creation of the super-powered criminal known as the Scorpion.
  • William Baker/Sandman: William Baker became a small-time criminal known as Flint Marko in order to economically help his ex-wife Emma and ill daughter Penny, but was constantly stopped by Spider-Man. While on the run from the police after escaping from prison, he accidentally fell into an experimental particle accelerator that molecularly bound him with sand, giving him shapeshifting sand abilities. He's a combination of his Earth-616, Spider-Man 3 and Spectacular Spider-Man counterparts.
  • Edward Charles Allan "Eddie" Brock, Jr./Venom: Peter Parker's childhood friend turned rival at the Daily Bugle. Brock encounters an alien Symbiote, and bonds with it to become Venom. After learning that Parker is Spider-Man, he seeks revenge against Spider-Man for ruining his life.
  • Alexander "Alex" O'Hirn/Rhino II: A nerdy student at Midtown High School who's constantly picked on by Flash Thompson. He lost an internship at Oscorp to Peter Parker, developing a grudge. Sometime after, he somehow stole a suit of armor known as R.H.I.N.O. (Robotism Heuristic Intelligence Navigable Operative) from the U.S. Military, and sought his revenge on Thompson. Based on the Ultimate Spider-Man cartoon version, with the Ultimate Marvel armor.
  • Taneleer Tivan/Collector: An obsessive keeper of the largest collection of interstellar fauna, relics, and species in the galaxy who operates out of a place in space named Knowhere. One of the Elders of the Universe.
    • Carina
    • Known items in Tivan's collection are:
      • Aether
      • Chitauri
      • Coccoon
      • Cosmo the Spacedog: A telepathic dog and former test animal of the Soviet Space Program.
      • Dark Elf
      • Frost
      • Giant Butterfly
      • Howard the Duck: see Others
      • Rainer
      • Slugs
      • NASA's Advanced Crew Escape Suit
      • Tentacles
      • Scraplet
      • Changeling
      • Cobra-Lavian: It doesn't like the Dark Elf too much. The feeling is mutual.
      • Starro drone
  • Dr. Viktor van Damme/Doctor Doom: Former science colleague of Reed Richards, now billionaire entrepreneur and CEO of Von Damme Industries. He also had feelings for Susan Storm. He funded Richards' space exploration to a strange cosmic dust cloud, which caused the ship to crash and caused the scarring of von Damme's face. Adopting a metal mask and a green cloak to hide his scars and his transformation, he calls himself Doctor Doom. He blames Richards for the accident, losing his money and company, and for "stealing" Susan from him. He returned to Latveria, and in six months turned the country around. He is revered by the citizens, who refer to him as "the good doctor".
    • Doombots: Doctor Doom's robotic replicas.
    • Monks of Doom: A 600-year-old order of Tiben monks that serve as his servants. They trained him in the mystical arts and created his armor.
  • Gah Lak Tus (or Galactus): A cosmic entity and an unstoppable force of nature which feeds by draining living planets of their energy in order to survive and replenish his strength. The devour of worlds sends heralds out to scour the universe in search of planets.
  • Ultron: Originally a group of robots designed by Hank Pym to be expendable super soldiers. They are rejected because of Pym's poor personal performance, so he reprogrammed them to be his servants. One unit (identified as Ultron-5) developed an independent mind and emotions, and its first shocking ultimatum upon gaining consciousness was to declare the human race its enemy. Seeting out to exterminate all life on the planet, the unstable and emotional Ultron seeks to upgrade its mechanical body to an ultimate, unstoppable form. With an army of robotic drones and the ability to enter and corrupt any computer network, Ultron will stop at nothing to see humanity wiped out. He's a combination of his Earth-616, Heroes Reborn, Avengers: EMH, 2010s Marvel Animated Universe, and MCU counterparts.
    • Ultron Sentries: A series of identical drones that serve as his personal army. They're a combination of the Earth-616 Ultrons, Marvel Age Power Pack Ultron Robots, and MCU Ultron Sentries.
  • Harvey Rupert Elder/Mole Man: Formerly a nuclear engineer at the Baxter Building until he was fired due to his experiments. He soon disappears into the underground caverns inhabited by the Subterranean Moloids.
  • Wilson Fisk/Kingpin: The head of New York corporate crime, a ruthless murderer and notorious for bribing his way out of any prosecution. His portly physique betrays his immense strength and mastery of hand-to-hand combat. He's also armed with a cane that shoots a laser beam from its tip.
    • Vanessa Fisk (née Marianna): The wife of the Kingpin, and an art dealer. She loved him deeply, but sometimes disagrees with his criminal ways.
    • James Wesley: The Kingpin's right-hand man, as well as his closest friend. He always hung around for any last minute orders. He's a combination of his MCU counterpart and Mr. Rose from Ultimate Spider-Man.
    • Dennis "Spike" Carradine: The burglar who shot Ben Parker. He was formerly the leader of a street gang called the "Skull", and once in the employ of the Kingpin.
  • Lester/Bullseye: An Irish assassin with perfect marksmanship and a deadly fighter. He is the Kingpin's prime assassin. He's a combination of his Earth-616 and 2003 Daredevil movie counterparts.
  • Calvin Zabo/Mister Hyde: Born Calvin L. Johnson, he is Quake's human father and husband to Inhuman Jiaying. Developed a formula giving him above average strength (inspired by his favorite book The Strange Case of Dr. Jekyll and Mr. Hyde), it gave him an erratic personality and sever issues controlling his emotions, particularly anger.
  • Professor Robert Callaghan/Yokai: Formerly the head of a robotics program at San Fransokyo Institute of Technology.
  • Mephistopheles: Known as Mephisto, a demon who rules his own infernal dimension. He is responsible for turning Johnny Blaze into the Ghost Rider and imprisons the soul of Doctor Doom's mother Cynthia von Damme. He's the Devil of my Marvel universe.
  • Ulysses Klaue/Ulysses Klaw: A black market arms dealer, operating from a scrapyard on the coast of South Africa.

Heroes of Tomorrow

  • Next Avengers aka A-Next: Many of these are children of the original Avengers and other heroes.
  • Rachel Anne "Ray" Summers/Hound: Daughter of Scott Summers and Jean Grey-Summers. She inherited her mother's vast telepathic and telekinetic talents.
  • May "Mayday" Parker/Spider-Girl: Daughter of Peter Parker and Mary Jane Watson-Parker, who named her after her father's Aunt May. Based on the MC2 character.
  • Princess Namorita: Daughter of Namor and Lady Dorma.
  • Regina and Rosetta Morgan/Ladyhawk: Twin sisters and daughters of crimelord Boss Morgan. They decide to use their skills fight crime. Each chose one identity so no one would suspect Ladyhawk is two people, and to keep anyone from suspecting either twin is a superheroine. Based on these characters.
  • Stephen Strange, Jr.: Son of Dr. Strange and Clea. He's mostly a 'new-age guru'. He has bemoaned his lack of knowledge in things mystical and usually, just barely saves the day with one last desperate, untried spell. He's based on the Ultimate Marvel character, with a bit of Future X-Men Wiccan in the mix.
Others
  • Nichole "Nicky" Rogers: Stevie Rogers's little sister. A gender-flip version of the character from What If? #38.
  • Sh'ri and T'Channa: Azari's older twin sisters. Sh'ri is based on this character.
  • K'Shamba: Azari's brother.
  • T'Wari Azari's younger brother. Based on this character.
  • M'Tolla: Azari's betrothed. Based on this character.
  • Trudy Creel/Chokehold: Daughter of Absorbing Man and Titania (Mary MacPherran). Based on this character.

Quotes

Loki: I said... KNEEL!!!

Captain America: Avengers, assemble!

Hulk: Hulk... SMASH!!!

Hulk: Hulk follow Rick.
Rick Jones: I was hopin' yah say that.

Hypnotia: Give in to the enchantment, Wasp. Come be my little pet.
Wasp: (under her spell) Hypnotia...
Ant-Man: Fight it off, Janet! You're better than that witch!

Carlie Cooper: (seeing Peter approach her bus seat) Don't even think about it.

Green Goblin: Out, am I?!
Henry Balkan: Norman?
(Goblin throws a pumpkin bomb at the Board of Directors, killing them)

Wolverine: You always liked pushing people smaller than you, Creed. Well I'm smaller, try pushing me!

Electro: DON'T CALL ME MAX!!

Daredevil: I'm not the bad guy.

Eddie Brock: He did it to me again! (shouts to Spider-Man) I'll get even with you! I'll get even with you if it's the last thing I do!

Jean Grey: (emerging from the water) I am fire! And life incarnate! Now and forever -- I... am... PHOENIX!

(The She-Hulk is walking down the street, enjoying every eyes staring at her. She talks pass a mother and her daughter. She-Hulk gives the girl a wink.)
Daughter: Wow! Mom, I wanna grow up to be like her!
Mother: Not if I have anything to say about it!

(A kid sees Howard the Duck hiding from sight.)
Kid: Mommy, look! It's Donald Duck!
Mom: That's nice, sweetie.

Harry Osborn: If you knew who Spider-Man was, would you tell me?
Peter Parker: The real question is... what would you do if I did?
(Harry walks out of the room)

May: We all had our traumas, Ward. Didn't turn any of us into psychopaths.
Grant: Well, we all have our own ways of coping, don't we?
Leo Fitz: Yeah, killing innocent people really helped cope with that.
Ward: (irritated) Don't talk to me about innocence!

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