Author's note:

I'm not the biggest fan of Ultimate Spider-Man, so some of the characters may act slightly less annoying than they usually are on the show. And I'm sticking with the Spectacular Spider-Man personality, because that's a lot easier to write and I just like Josh Keaton voicing Spider-Man better than Drake Bell.

I also like beating up on Nova, so that's always fun. Iron Fist, Power Man, and White Tiger will also get their POVS heard, since they're kind of in a lot of trouble.

Anyways, Enjoy!


Chapter One

New York Harbor

10:10 AM

Spider-Man had to admit, when Nova wasn't being a total moron, he could actually fight pretty well.

This was not one of those cases.

The Wrecking Crew, in all their dirty, sweaty glory, was tearing up some cargo ships because, well, they're the Wrecking Crew. Did they even really need a reason to destroy things? Spider-Man didn't find them to be the most challenging team of baddies to fight, but the easiness was negated by Nova's oversized bucket-shaped head.

"Dude!" he cried after avoiding a misfire of cosmic plasma that was supposed to hit Bulldozer, and instead nearly took Spider-Man's head off. "Watch where you're aiming! We could have a headless spider on our hands!"

"Too bad you didn't call yourself Cockroach Man," Nova cackled, flying high above and taking potshots at the Wrecking Crew. They weren't very good potshots – they were about as effective as a drunk mosquito's attempt at annoyance. "Or else maybe you'd actually be useful."
Spider-Man scowled and dodged Wrecker's attempt to decapitate him with a giant crowbar. He wound a power-house kick, knocking Wrecker flat on his back before jumping on top of some metal crates. Piledriver came at him with his freaky huge fists and smashed two giant holes into the wall of the cargo ship. The baddie looked up and got a face full of web.

He watched as Piledriver cried out in pain and stumbled backwards in a blind rage, scratching at the webbing in a vain attempt to remove it. Spider-Man took the chance to jump down and slam both feet into Piledriver's chest, sending him over the edge of the dock and into the water.

The ensuing splash of a bad guy taking a dip into the Hudson was one of Spider-Man's favorite sounds. He looked up at Nova, who still hadn't done anything useful and said with a smug grin, "Well, if I'm so useless, I wondered how that just happened? Must have been an invisible superhero who's too afraid to be seen with a so-called hero like you, Nova!"

Nova growled and swung a ball of cosmic energy at Spider-Man. It was almost too easy to dodge, and when the attack hit Bulldozer (who was doing a really bad Robo-Cop impression) in the midst of trying to flatten Spider-Man while he wasn't looking. Bulldozer took the blow in the face. Spider-Man landed on the side of the cargo ship, sticking to the metal and wincing when Bulldozer's face disappeared in a flash of blue light. He couldn't imagine what ultra-violet rays might do to unprotected skin.

Spider-Man decided he didn't want to find out. Extending both arms, two ropes of web shot from his web-shooters and wrapped themselves around Bulldozers legs. Spider-Man yanked, expecting to pull Bulldozer into the Hudson like the unlucky Piledriver, but was caught off guard when he accidentally yanked himself off the side of the ship.

He collided headfirst into Bulldozer, who didn't even waver from the impact of an incoming Spidey. Bulldozer, who finally removed his face to reveal one of the worst sunburns (or would it be a Nova-burn?) Spider-Man had ever seen. It was so red it was almost purple, with welts and peeling skin and – ew… okay, stop looking at it! Spider-Man had to force himself to close his eyes and turn his head away.

"I'm sure the pharmacy you knocked down last week has some Aloe Vera for that." Spider-Man pulled himself off of the incapacitated Bulldozer, who fell to his knees and started whimpering. Well, two bad guys down, two more to go.

"Bulldozer, get up!" Wrecker ordered, but Bulldozer was in no mood to fight anymore. Furious, Wrecker raised his crow-bar and charged towards Spider-Man.

Spider sense going off the charts, Spider-Man jumped into the air, using Wrecker's head as a platform to leap higher. Extending a hand, a stream of web extended from his wrist and attached itself to a crane, pulling him upwards and away.

Nova, who finally decided to step in and actually help, swooped down and tried to punch Wrecker in the face. This worked about as well as one might expect.

Wrecker knocked Nova out of the air with the crowbar. Nova took the brunt of the blow into the side, and careened into the ground. The impact of his landing left a decent, Nova-sized crater into the wooden dock. Spider-Man almost felt bad, but the bad attempt to actually take out a bad guy left him cracking up.

"Shut up, Webhead!" Nova shouted from his new crater bed. He pulled himself out of the splintered hole and shot back at Wrecker, who turned around to finish him off. But Wrecker hadn't expected Nova to turn in a speeding blue comet with an unusually hard head.

Nova slammed into the Wrecker with so much force that the blue energy encasing his body exploded upon impact. This time, both bad guy and Buckethead went flying – Wrecker into the Hudson, and Nova into the hull of a cargo ship.

Spider-Man would've continued to watch (preferably with some popcorn), but just then his Spidey sense went off. With no clue of the threat and just knowing he needed to get the heck out of there, Spider-Man jumped off the crane. Just in time, too, because Thunderball had just knocked it down with his…wrecking ball. Jeez, these guys weren't exactly geniuses with coming up with names, were they?

"Hey, hey, I'm swinging here!" Spider-Man yelled, flying Tarzan-style around the dock, going back around to take on Thunderball. The wrecking-ball equipped bad guy prepared for the incoming attack, twirling the giant ball-and-chain like it was a lasso.

As soon as Spider-Man came within twenty feet, Thunderball let go. The giant metal sphere came shooting at Spider-Man, but he was ready. Twisting around the ball, Spider-Man braced for touchdown, squeezing his eyes shut and wincing in anticipation.

WHUMP!

That was the sound of a spider smacking into the chest of a man three times his size. The force of the blow knocked Thunderball back, but not hard enough to take him down. Still, the baddie was a little out of breath, and Spider-Man had the advantage. Sticking a thick rope of web to the man's chest, Spider-Man jumped over his head and pulled as hard as he could.

Thunderball toppled backwards, landing on his back and sending huge vibrations across the dock. He groaned, but Spider-Man wasn't done yet. Going back, he wrapped up Thunderball's feet in a solid casing of web, before leaping into the air and swinging high. He pulled up Thunderball by the thick rope still in his hand, and tied it to the top of another crane, which strained to hold up the weight. Thunderball struggled, but the wrecking ball attached to his wrist made it impossible for him to move his arms.

"And that's what I call," Spider-Man clapped his hands, shaking off excess webbing. "Wrapping things up."

Thunderball whined beneath him. "That's not even a real pun!"

Spider-Man was not going to allow a bad guy to criticize his attempt at witticism, but in the distance he heard police sirens. He turned to Nova and called out, "Hey, we gotta go. Can you hurry things up a little bit?"

"Things would go a lot faster if you helped!" Nova snapped back. He was still in the middle of fighting Wrecker, but it was pretty obvious he was winning. Spider-Man didn't want to admit it, but if you got Nova angry enough, he started spouting off enough energy and stupid insults that they can overwhelm his opponents.

Wrecker, spent and sunburnt, dropped to his knees and keeled over. Nova, hovering in the air, planted both fists on his hips and declared, "Ha, none can handle the awesome and powerful Nova! I am undefeated!"

Spider-Man decided to rain on the little Nova-parade the hero was celebrating all by himself. A glob of web bounced off Nova's helmet, almost knocking it off. Nova whipped around, shouting, "Hey!" but Spider-Man was already swinging out of sight, laughing all the way.

Spider-Man managed to get to the Helicarrier first, although it was a neck-and-neck race with Nova, who wasn't going to let that affront get by without punishment. Spider-Man barely managed to dodge a swipe for his head before landing on the launch pad and ducking inside the nearest door.

And so began a small race to the break room, Spider-Man loosing the fight because he couldn't swing across the halls while Nova shot by like a bright blue bullet. Spider-Man decided to let it go, figuring the competition would go on forever if he didn't just give up now.

When he finally made it to the break room, he was surprised by how bare it was. Not bare because it was devoid of furniture – oh, no, it had plenty of that. Couches, TV, pinball machines and arcade games, even a fridge and fully stocked candy bar. There was, of course, some boxing dummies and exercise mats, scratched up from all of White Tiger's insane practice drills.

No, what caught Spider-Man off guard was the severe lack of teenagers here. Usually the five of them: Spider-Man, Nova, Power Man, Iron Fist, and White Tiger would all be here, unless on a mission or training with Nick Fury. But nope, they were all gone.

Nova was already there, looking around in confusion before heading straight to the candy bar and grabbing a handful of wrapped chocolate pieces lying in a bowl. He munched on them thoughtfully before he said, "I hope they didn't start a party without me."

Spider-Man had no clue where Nova got the idea that the other three might be partying, but shrugged it off. They were probably off fighting another bunch of bad guys. He flopped down onto the couch and got ready to catch up with his favorite soap opera, General Hospital.

Because, really, how much trouble could a bunch of superhero kids get themselves into, anyways?