Hey there true believers, it's PuReHeRo here. This is a crossover between Disney XD's Lab Rats and Marvel's Ultimate Spider-Man (comic, not the TV show but the idea of this fanfic came from the show because they're both from Disney XD). R&R! I don't care if it's a mean and hurtful one. It's tough to make me angry or sad. Spider-Man's life is mixed with Earth 1610, Earth 616, The Amazing Spider-Man movie, and the Spectacular Spider-Man TV Show. Italics Underlined are people's thoughts. Anyway, on to the story!

Chapter 1: Where am I?

It was summer in New York and it was the last day of school in Midtown High. Peter Parker a.k.a. the Ultimate Spider-Man, starred at the clock in his last class period and so was his classmates. Five, four, three, two, one, the school bell rang. Everyone cheered and yelled in excitement that school was finally over. They all ran out the doors of Midtown High. Peter took the stairs to the roof of the school. He dropped his backpack and opened it. In his backpack were books, folders, spiral notebooks, and his Spider-Man costume. He took the costume out and changed into it. Spider-Man picked up his backpack and started web swinging to the Parker Residence.

"Yes! School is finally over! Now I can do whatever I want to do. I mean I still have my responsibilities as Spider-Man and Peter Parker. I have to take pics for ol' picklepuss and I have to stop crime going on. I'm Spider-Man for a reason. I also have to take care of Aunt May. Yep, this is really an enjoyable summer vacation." Spider-Man sighed. "Well, at least I can relax for now." He landed on top of the Parker House roof. He was about to open the window to his room when all of a sudden, an explosion happened in the city. "Yep, I jinxed it." He moaned. Spider-Man started web swinging to the explosion.

There was an explosion at Times Square and who was the cause of this madness? It's no other than Spider-Man's arch nemesis, Green Goblin. He tried to destroy Times Square just enough for Spider-Man to show. Spider-Man appeared behind Goblin, across the street.

"What's the plan this time Osborn? Is it trying to kill me, stealing tech from SHIELD, trying to kill me, or trying to kill me? Whatever plan you're doing, I know it has to do something relating to killing me." Spider-Man said.

"Maybe…maybe…not." Goblin said in low and monstrous voice, pausing three times.

"Well, either way, you're not going to beat me. Actually, how many times did I beat you? Okay um, 1…2…3…um…" Spider-Man was counting in his head of how many times he defeated Goblin. Goblin fired a fireball at Spider-Man. His spider-sense went off and jumped out of the way so he would dodge the fireball. Goblin ran up to Spider-Man and punched him to a side of a building. Spider-Man jumped off the side of the building aiming towards Goblin to kick his face. Goblin stumbled back a little. Spider-Man ran towards him to kick him again but he grabbed Spider-Man's leg and slammed him to the ground right to left. He threw Spider-Man at the same building again. Goblin ran towards him but Spider-Man ran towards him too and slid under him, between his legs. He got up and shot web at Goblin feet. Spider-Man pulled the web which made Goblin fell face flat to the ground. Goblin got up again and threw fireballs at him again. He got hit by five of them and dodged the rest. Spider-Man done something similar. Instead of fireballs, he shot web balls (no, not anything relating to…um…his junk) at Goblin rapidly. It done minimal damage but it did distract him. Spider-Man used this opportunity and punched Goblin straight across the face. Spider-Man then picked Goblin up and threw him at a building. Goblin got up but then fell on one knee. Spider-Man walked towards him.

"Are we done Norman because I was thinking of relaxing for summer. You know, just kick back and relax. So are we done?" Spider-Man asked. Goblin didn't answer back. "Uhh…Norman?" Goblin surprised Spider-Man by punching him across the face. Spider-Man crashed into a taxi which is now a destroyed taxi. He looked at the taxi driver who's looking pissed off.

"Sorry, umm." Spider-Man looked around in his suit and found $60. "Here. $60, go buy yourself something good and I'll be fighting the big super villain." He started web swinging towards Goblin and tried to kick his face but Goblin, once again, grabbed Spider-Man's leg. Also once again, Goblin slammed Spider-Man to the ground right to left. He threw Spider-Man at a fire hydrant.

"Well, at least it's wasn't the building this time." He scratched the back of his head thinking what to do to defeat Goblin. Spider-Man looked behind him and saw water coming out of the broken fire hydrant. He had an idea. "It's always water. Well, it's like paper beat rock only it's…water and a big, stupid, and fiery dumb ass." He put his hand at the spurting water coming out of the ground. Goblin ran towards Spider-Man. He waited for the right moment to give this stinky fire giant a bath. Spider-Man then directed the water towards Goblin. The water hits him which done effective damage to Goblin since his body was made out of fire really. Goblin fell on one leg again. Spider-Man walked to him slowly this time.

"Are we really done now? Umm…please?"

"Oh but it is far from over Spider-Man." He secretly had a weird looking blaster in his hand.

"Oh really, what's your next move then? Is the Ultimate Six going to pop out of nowhere and I have to fight them or is it something where I teleported to another universe and I have no way of getting back home?" Spider-Man jokingly asked. "Please be neither."

"Your second choice is…..correct!" Goblin got up and shot his teleportation blaster at Spider-Man. It hits him and he disappeared. "Goodbye, Spider-Man." He then evil laughter came out through his mouth. "HAHAHAHAHAHA! HHHHHAAAAA! HAHAHAHAHA…!"

Spider-Man was teleported somewhere but it wasn't on the ground. He looked down and he was falling from the sky.

"OH MY FUDGE THAT'S A FAR WAY DOWN!" Spider-Man calmed down. "Okay. Like Miguel O' Hara says when free falling from the big height, 'just free fall'." He leaned down which made him fall down faster. Spider-Man started to see skyscrapers. He made a web net between two buildings as he's falling. Spider-Man landed on the web net which stopped his fall thus saving his life.

"Ahh, old reliable web shooters. What would I do without you?" Spider-Man was glad he was alive but how is ever going to get back to his universe? He thought, "Okay, so probably that wasn't a teleporting-to a-different-universe gun. It's probably a teleporter blaster that sent me a random location in my universe. I hope so because Aunt May would so ground me if I wasn't home for 3 years." Spider-Man sighed. "Ok, what am I going to do now?" Right when he said that, a group of thugs were trying to steal a girl's backpack. "Ok I'll do that. Might as well because like I said in mind before all of this happened, I'm Spider-Man for a reason. So up, up, and away!" He said, jumping off the building and ran to help the teenage girl.

"Aah! Help!" She screamed fearing the thugs.

"No one to help you cutie!" evilly said Thug 1. Behind the thugs was a man in a red and blue costume with a spider emblem on the center of his chest.

"Oh really, well I'm here so I'm going to stop you and your boy band." The man joked.

"Boy Band!? This guy is going to pay!" Thug 4 yelled.

"Oh do I have to pay in cash or credit?" The man once again was joking around with them.

"Argh! You're so annoying! Let's go put this guy to sleep permanently!" Thug 2 said, pulling out a knife. The man fell crouched down in fear.

"You've found my weakness! It's small knifes!" The man was faking that he was in fear of them. He stood up and shot out some white substance all around one of them sticking them to the wall. The man faked a sneeze and shot the white substance at the thug's crotch. The man was laughing as well the thugs and the girl.

"It's not funny!" Thug 2 yelled loudly.

"It is kind of funny." The man laughed so hard.

"Boys! Teach this punk a lesson that he'll never forget!" Thug 2 ordered loudly.

"Oh should I be writing down notes for this lesson?" The man jokingly asked as he kicked Thug 5 in the face rendering him unconscious. "No? Ok." The man was surrounded by the rest of the thugs. They ran toward him at the same time. The man jumped really high in the air and landed on the wall which he was sticking onto. He shot the white substance out from his wrists, aiming towards the group of thugs trapping them in it where they can't get out even with a knife (okay I got that from a source where Spider-Man's webbing is hard to get out from unless you were strong enough to rip it apart). The man jumped off the wall landing in front of the girl.

He asked, "Hey, are you ok?"

"Yes I'm fine. Thank you." She replied with thanks. "Who are you?"

"Little ol'? I'm your friendly neighborhood Spider-Man, or Spidey for short. Since you asked me, who are you?"

"My name is Bree. Thanks again for saving me Spidey."

"No problem. I'm always about a helping hand." Spider-Man thought of a weird question to ask involving universes. "Do you know the Avengers or the X-Men?" Bree shook her head right to left. "Yep I'm in a different universe."

Bree asked Spider-Man, " You're not from here aren't you?"

"No, I'm not from here. I'm from New York."

"Aren't you a teenager? You sound like one." Bree questioned Spider-Man.

"Uhh, yeah. Why you ask?" Spider-Man said confused.

"Then you should call yourself Spider-Teen then right?" Bree asked.

"You want me to tell you a long story of how I chose my superhero name?" Spider-Man said stressed.

"Are you ok?" She asked seemingly worried.

"Yeah I'm fine. Hey umm….do you think I can stay over at your place because I have no where to live." Spider-Man asked thinking that she's weirded out about this. "Yeah she'll say no. I know it. I mean how many people would ask this? Pretty weird to me." Bree asked why. "Well Bree…I'll tell you later. Can I just stay over?"

"Umm…I'll have to ask Mr. Dav…my Dad." Bree remembered about the fact that she a bionic superhuman.

"Ok, let's go to your house then." Spider-Man shot a web line then Bree thought of something.

"Wait. You're in costume. My parents would be shocked if I invited a superhero to our house."

"Don't worry about it. I'll explain everything. Hey Bree, what's your address?"

She wrote it down on a piece of paper and gave it to Spider-Man. He looked at it and placed the address in his suit. Bree questioned. "Hey do you think I can call you Spidey or just Spider-Man?"

"Either one is fine. I don't mind. I have other nicknames like…" He thought of some. "Web-Slinger, Web Head, and Webs. Now, climb onto my back hold on. This is going to be a bumpy ride!" Peter shot a web line once again started web swinging really fast. Bree was screaming on the adrenaline she was having. Even her super speed couldn't top this. They web swung towards her house.

So what this you think? Love it? Hate it? Leave a review. PM me if there's something wrong with the story. What will happen when Peter Parker/Spider-Man and Bree Davenport get to her house? Will Peter tell he's from another universe? Find out next time on:

Super Spiders and Rats