Disclaimer: Most of this is based word for word off the cartoon series Avengers Assemble I just filled in a few blanks and what I thought they were thinking during various events. I don't own anything.

A/N: so I was watching Season 2 Episode 12 (Widow's Run) of Avengers Assemble the cartoon series and I was inspired. So basically the plot line of the cartoon-verse is pretty different from the actual canon stuff SPOILER SPOILER SPOILER So Falcon is already in it and he's a teenager, he's an ex-shield agent and he's friends with Tony rather than Steve of course being a kids show they're ALL friends. The Avengers have collected four of the infinity stones and Tony is locking them up in a vault, the Guardians of the Galaxy think they could protect them better and keeping them all together is a bad idea. Thanos wants the stones so he can destroy Earth. The infinity stones corrupt anyone who comes into contact with them and Natasha (Because of her SHIELD training) is the only one who can resist it. Thor and Natasha try to transport it to Asgard but Heimdallr has been corrupted so they run back to Earth, their trip broadcast the gems location to everyone in the Galaxy and Dr Strange gets involved he too can resist the stones. So this is basically Tony being corrupted.

In the Cartoon the Hulk is always the Hulk but I'm changing him back to Bruce because Science bros. I'm also getting rid of Falcon because canon. Everything up until the point where he says "never Mind." Is taken straight from the cartoon word for word only Hulk and Falcon's lines will be said by different people or not said at all.

"Starlord I'm tired of repeating myself like a damaged audio file, it's the same thing I already told SHIELD, no. The Avengers already track and collected all the infinity stones-" (What the heck is an audio file? It's audio tape TAPE and the saying is a broken record not a damaged audio file)

Clint interrupted "And that wasn't easy, believe me."

"-The Avengers are best suited to keep them safe."

Starlord sighed and said from the screen "Come on Stark, I tell everyone what a smart guy you are, now people are going to think I'm a liar."

Rocket snorted from the other screen "Yeah, we wouldn't want that!"

Starlord continued "Four infinity stones together? What are you gonna do when Thanos comes looking for them? That's not an if it's a when. He nearly ripped your world apart with only one stone."

Rocket demanded "Hand 'em over human. The stones will be safer with the Guardians of the Galaxy."

Stark snarked (see what I did there?) "I know racoons always like shiny objects but you're not getting them."

Rocket leaned forward angrily "What'ja call me you filthy-"

Stark cut him off by slamming his fist into the control panel and denting the metal and yelling "we're done!" the screens shut off and Stark panted heavily and didn't notice the way the other Avengers were staring at him until he turned around. He looked at the dented metal and then at the Avengers, he said awkwardly "Been meaning to... build a new consol anyway.."

Widow raised an eyebrow "mindless smashing is usually hulk's thing."

Clint put one hand on his hips and used the other to gesture to the dent "didn't know you were so passionate about these things."

Stark's temper flared once more "These stones are the most powerful things in the universe! Would you trust anyone else with them?"

Captain America always the voice of reason said "We understand your point Tony but the Guardians are right, the infinity stones are a target."

Stark tapped the blue hologram floating in front of him "That's why I built this special vault." The circle of flooring they were standing on began to descend like an elevator "Advanced shielding to keep it cloaked from anyone and anything, especially Thanos." Five almost indestructible doors opened up to reveal the four stones each in their own casing "The stones stay here. "He turned around to face the team "And that's final."

Then he heard a chorus of whispering all jumbled together so he couldn't figure out what they were saying his head whipped around to the source of the noise, the stones, his eyes widened "Do you guys hear that?"

Bruce asked confused "Hear what?"

All at once the whispering stopped. Tony took one last look at the stones before dismissing it "Never mind."

(Everything from this point is completely mine [besides the characters and everything else so really the only thing that is mine is the plot of this part but nothing else])

They all left the vault and Tony locked everything back up again. He wondered what that whispering had been, oh well probably just his imagination. He started working on upgrading his Iron man suit.

'Hail Emperor Stark'

Tony's head whipped around, what the heck was that?

'Hail Emperor Stark' it started as a whisper

'Hail Emperor Stark' and slowly grew louder with each time it was repeated until it was so loud Tony had to cover his ears, of course that didn't help seeing as it was coming from inside his head.

'Hail Emperor Stark' it had turned into chanting now, being shouted by multiple people their voices over lapping until he could barely distinguish the words.

He got up suddenly knocking his chair back and backed out of the room his hands still clamped over his ears, as he got further away the voices quietened down but they still whispered in the back of his mind quietly chanting.

He figure he must be tired so he went to the kitchen to get some coffee and saw that Steve, Thor Bruce and Natasha was already there, who knows where Clint was (Probably the air duct(damn those super spies)) they were sitting around the table having a conversation he nodded at them and they nodded back, Thor waved.

He filled the kettle and waited for it to boil it was faster than most kettles (It was Stark tech obviously) but it still took some time. While the kettle was boiling he got a mug from the cupboard and spooned two spooned of instant coffee in, he wasn't in the mood for the expensive stuff, he just wanted caffeine and lots of it. After he poured the boiling water into the mug he decided to join their conversation and sat with them cradling his mug "So what's today's agenda?"

Steve sighed tiredly "We're just wondering what we should do if Thanos comes for the gems."

"Thanos doesn't know we have the gems, and my vault will ensure it stays that way."

Bruce gestured at nothing in particular "We don't doubt your vault but we need a backup plan, from what Thor's told us the stones can corrupt a person until all they care about is power and world domination."

Tony looked at him his eyes wide 'Hail Emperor Stark' was that what was happening to him? It made sense "It can corrupt a person?"

Thor explained "It can make the most loyal servant betray his king, many have fallen prey to the stones allure and it takes a strong mind to resist them."

"Then how comes we aren't corrupted?" He made sure to say we so Natasha wouldn't suspect anything although from his reaction he guessed she was already suspicious. He had said it before and he'd say it again damn those super spies.

"You have to touch the stones or have touched the stones in the past."

Tony frowned intensely into his coffee. He had touched the stones when he put them in the vault. No way was he corrupted ' Hail Emperor Stark' He wanted to scream at himself to shut up so that annoying chant in his head would stop but he couldn't without looking completely crazy. Natasha asked slightly concerned and slightly weary "Stark are you okay?"

Tony didn't know what came over him but a wave of irrational anger took hold and he snapped at her "I'm fine" Why are you always prying into my life! Just leave me alone!" He stood up abruptly knocking over another chair and almost tripped over it trying to leave the room, abandoning his coffee of the table.

The Avengers stared after him. Bruce looked at Natasha "What was that about?"

Natasha narrowed her eyes "I think I have an idea." She got up and left deep in thought and planning for her next course of action.

An hour later she approached Thor "Thor I need your help, but it will involve your absolute trust and betraying the trust of the others."

Thor frowned "What do you need?"

"I think Tony's been corrupted, you saw how strangely he was acting today. We need to move the stones and I think they'd be best on Asgard."

"The man of Iron has been taken?" he thought about it "Okay I will help you."

"Do you swear?"

"I am the Prince of Asgard, my word is my bond. I swear it."

"Okay, I'll get the stones meet me here at exactly midnight."

"I will be here. And we shall travel to Asgard by using a portal I shall open on the roof." Thor had a nagging feeling he was forgetting something important, something about Heimdallr, the infinity stones had been to Asgard before. What was he missing? He dismissed it, if it was that important it would come to him later.

Tony pace the lab for about an hour and every few seconds his eyes would wonder over to the circle of flooring that led to the underground vault that housed the stones before darting back to the dented control panel.

'Hail Emperor Stark' it had gotten loud again. He took a few deep breaths and sat by the Iron man suit on the work bench picking up a few tools and attempting to work on it. At around 11:50 PM he couldn't take it anymore he needed out, he fled the room to go put on one of his complete suits and froze for a second as he thought someone had just passed him, he looked around and found the lab empty so shrugged and carried on his way. He held out his arms and the suit flew onto him, the metal clicking into place. He flexed his arms and was about to take off when he had the irresistible urge to see the stones, he pursed his lips and went back to the lab still wearing the suit and his eyes widened when he saw the vault was open.

(Everything from this point onwards is word for word from the show except anything that Tony, Natasha, Thor or anyone else is thinking is me only thoughts like 'this' are from the show)

He blasted off and dropped down landed dramatically. When he looked around he didn't see anyone and switched to UV rays. "The thing about stealing from a genius," he said to the thief who he could tell from her UV scans was a woman "Is that your tech will never be better than mine."

He blasted the thief with his repulsor ray and saw that she raised her hand to block them, only a few people could block his rays no way was that... "Widow?" He raised his face plated and his eyes widened, it was really her, Natasha Romanoff with her hair tied up in a neat bun and the Infinity stones in her back pack.

Looked him directly in the eye and said sternly "I can't let you have these Tony." She ran at him whether to attack or to escape was unclear but he prepared for both glad he had the advantage of size.

"Wrong Natasha the infinity stones stay here. You are not leaving the tower with the infinity stones." He flew at her staying upright so he could block the narrow walkway, she shot her widows bites at him but they bounced harmlessly of his suit "betraying the Avengers," he spat at her in disgust she grunted as she attempted to escape him "I always knew you were more loyal to SHIELD than us." He aimed a metal fist at her head but she ducked out of the way at the last moment.

She tried to kick him but he caught her foot easily and held it there with an iron grip (literally) She kept a straight face "How did you know I was in here tony?" She asked already knowing the answer "I didn't set off any alarms." He pushed her back and she landed on the floor with a thump and a grunt "You came on your own, what were you going to do with the stones?"

Tony stared at her blankly "I..." Suddenly he saw himself in his Iron Man suit with a grotesque, ugly, greedy expression on his face he had the stones and they were attached to his suit giving him infinite power. Crowds and crowds of people were chanting 'Hail emperor Stark' and his suits flew behind him a sign of how powerful he really was in that moment he was infinite. And then he was back in reality, he could tell from Widow's face that she also say his vision and for a second he felt ashamed, he protected these people how could he suddenly want to rule them? But then it was gone and the greed and the power lust were back. His face plate closed and he growled viscously "They're mine!"He blasted his unibeam at her and dragged it across the floor but she leapt out of the line of fire and hung onto the ceiling.

"They've corrupted you." She told him

Could it be true? Had he really been corrupted? He remembered Thor explaining it '...it take a strong mind to resist them' Could he really be that weak? These Repulsors especially the unibeam could kill Natasha, his friend, and yet here he was shooting at her like she was a super villain in an indestructible suit.

Natasha brought him back to Earth "I didn't want to have to do this." She back flipped over him and he turned to continue firing at her she dodged all the blast and then ducked behind the wall. She managed to get the doors to close and then threw her hair stick thing into the mechanisms and jammed the doors shut, trapping Iron Man inside. Her long red flowing hair fell loose once more.

He banged mercilessly at the doors but he had designed them to be impenetrable "LET ME OUT!" He screamed from the inside, 'Hail Emperor Stark', the chanting only fuelled his desire to escape.

She looked away sadly but she had a job to do and she only had another minute to meet Thor at the meeting place. She picked up her back pack and swung it over her shoulder while simultaneously pulling on her belt and running out of the lab.

As she ran down the corridors she heard the stones in her head she fell against the wall and grasped her head "Get. Out. Of. My. Head!" She managed to push them away but then she ran straight into Bruce

"Where do you think you're going? Tony was right, is this Fury's idea?"

She leaned up from the wall "Fury can't be trusted, no one can." She shot a net at him and he fell to the floor, "Sorry Bruce."

Unfortunately he had a wrist communicator He called into it "Avengers, Widow's stealing the infinity stones." And the alarms started blaring.

Natasha kept running "So much for stealth."

Clint frowned at her and aimed an arrow "Looks like you didn't think this one through Natasha, that's not very Black Widow of you." She turned the corner to come face to face with Captain America and Hawkeye, weapons at the ready.

Steve commanded "Put the stones down, we don't want to fight you."

They gave each other a silent stare down for a few moments but then she ran at them, clint released his arrow and she slid under it then brought her foot round to Cap's face, he blocked it with his shield but it impaired his vision enough so she could duck under his arm then grab onto it and use it as a bar, she swung round and held herself in the air, jumping over Cap and bringing his arm behind him. Clint aimed an arrow but from where he was standing all he would do was hit Steve. He tried to back up and ram her into the wall behind them but she launched herself up at the last moment and fired her widow's bites at Clint causing him to release his ice arrow and hit Cap. Clint fell electrocuted whilst Captain America stood frozen in a block of ice.

She finally reached the rendezvous point and was released to find Thor standing there waiting for her "Let's go." They made their way to the roof "You're sure we can lock the stones down in Asgard?"

"That is my intention, Asgard holds untold forbidden magics, they will be secure." He raised his hammer and shouted "Heimdallr portal!" the light enclosed him and he grabbed Natasha and held her close to him as they were lifted off the ground and into the swirling vortex of light

They landed and he let go of her as they walked briskly into the dome of gold. Heimdallr stood in the centre vigilant as ever. Thor strode forward "Heimdallr we need your help with a matter of grave importance."

"I know why your here, it is a risk but if it is your wish, I will escort the stones into safe keeping." Heimdallr replied dutifully

The nagging feeling from before had returned in Thor's head, what could he possibly be missing? Him and Natasha exchanged glances before Natasha removed the back pack from her shoulders and climbed the few steps holding out the bag to Heimdallr, she was about to give them to him when she had a vision of Heimdallr sitting on the throne of Asgard, Odin at his feet beaten and bruised bowing down to him. Natasha snatched the bag back "We can't do this," Heimdallrs' usually calm face turned to pure evil

Thor mentally slapped himself for being so stupid, if the stones had been on Asgard before Heimdallr would have been there handler, he's already been in contact with them.

Natasha exclaimed "The stones have already corrupted him!"

He tried to grab them and yelled "they must be mine!" But Thor came up behind her and struck him with his hammer, Heimdallr flew backwards letting go of the bag and the two Avengers raced back through the open portal.

The portal opened up in the middle of the sky and the two free fall for a while until Thor grabbed her wrist and spun his hammer round slowing their decent "Heimdallr," He exclaimed in disbelief "a traitor! I never dreamed I would see the day!"

They landed softly "It's not his fault, anyone can fall victim to the stones."

Thor asked frowning "Do you have what you call a plan B?"

"Of course! We need-"

A zapping sound interrupted her, they turned around to come face to face with the guardians of the galaxy. Rocket yelled aiming his gun at them "Hold it right there you human meatbags!"

Starlord whined "I thought we discussed this Rocket, I give the orders."

"Yeah but threats sound better coming from me, you can give the next one."

Natasha tightened her grip on her back "I didn't steal the stones, I'm trying to get rid of them."

Starlord said sarcastically "oh we heard, so did the entire universe, your trip to Asgard served as beacon broadcasting the stones location."

Rocket added "Don't be surprised when the Spartax," He counted each one on his fingers "the Sacarans and even the Celestials show up on your doorstep." On the word your he pointed at them

Natasha replied "Consider us warned."

Rocket narrowed his eyes "We didn't come to warn ya, we came to be first in line."

Starlord pulled out his gun "Guardians, at arms."

Gamora and Drax pulled out their swords, Rocket and Starlord aimed their guns and Groot got ready to fight

Rocket smirked "See I let you give that order, how'd that feel?"

"Shut up." Peter mumbled in aggravation

Thor raised his hammer "I hope this was not your plan B."

"Hand over the infinity stones!" Starlord demanded clicking his gun his ton of voice dropped "Or things get messy."

Thor flexed his fingers that were clinging onto his hammer while Natasha raised her fists in defence 'destroy them all' The stones whispered to her 'destroy them' She winced and closed her eyes trying to shake the bag and shut up the voices, Thor noticed her discomfort "The stones are too much, you don't have to do this alone Natasha. Maybe the guardians are right."

Natasha gritted her teeth as another vision over came her. The Guardians were flying away from Earth as it imploded, each of them had a ring on their finger. She couldn't let that happen, she wouldn't. "No! They can't be trusted."

Thor trusted her and raised his hammer in attack "So be it."

Starlord shouted "guardians, the stones are all that matter!" And they charged

Thor threw his hammer at Rocket but his nimble figure made it easy for him to jump over it, it hit Drax instead who went down instantly. Rocket gritted his teeth and yelled rabidly "You're gonna have to be faster than that! Groot, get Thor!"

Groot grew his fist and then used it to slam Thor into the wall, the brick crumbled under his weight. Groot continued to pound Thor into the wall until Thor finally managed to catch his fists. Using all his strength he summoned Mjölnir to him, the second he had wrapped his fingers around the hammer's handle Groot was flying backwards from the sheer force of Thor's hit and he flew past Starlord who then proceeded to shoot at Thor. Natasha ducked under Gamora's sword and came up on her knee shooting from her wrist gun things, as Gamora raced towards her Natasha leapt and while in mid air did a series of kicks and flips, Gamora land with a thump her sword skidding across the ground while Natasha landed gracefully crouching with one leg out wards "not on our best day Gamora."
Thor raced towards Starlord dodging bullets coming from Rocket and was about to punch Peter when Drax' fist came out of nowhere (not knowhere HA!) and hit him square in the jaw. Thor soured backwards into yet another brick wall (seriously how did he not have a concussion) and all the Guardians attacked Natasha at once. She fled and dodged the blasts as best as she could steering clear of Gamora's retrieved blade but she knew she could only last so long against the Guardians, just then Starlord and Drax leapt infront of her and Groot, Rocket and Gamora were at her back, she froze glancing between the tow groups.
Starlord stood with his gun pointed at her head, his arm didn't waver for a second "Drax and I have you cornered, GIVE US THE STONES!" He yelled viscously
'Use the stones, illuminate them and rule the world'
Natasha flinched and looked at her back tempted for a second but the zap of Starlord's gun brought her back to reality, the blast flew at her and she had no time to dodge, she braced herself for impact when suddenly Captain America appeared in front of her deflecting the blast with his indestructible shield. "We've got your back Widow." He didn't need to say anymore.
Somewhere behind the stoic mask and impenetrable mind the little girl who had never been allowed to live smiled and Natasha knew she could count on the Avengers to back her up. Iron man, Clint and even Hulk landed next to her all in a defensive ring around her. Natasha tightened her grip on her backpack and asked "You're helping me? I-"
Tony interrupted her speaking in his metallic, filtered voice "You did the right thing, I didn't realise i was falling under the stones spell until you stopped me."
Before she could reply Gamora yelled a battle cry and charged, Groot and Rocket followed her lead. Hawkeye fired explosive arrows and Iron man showered them with repulsor rays. Gamora dodged them all and shoved Clint as hard as she could (Which was very) and he went tumbling down she caught the arrow he had previously fired mid air and snapped it in half breathing heavily, she tried to run at Natasha but was blasted back several metres from a repulsor ray. Somewhere in the background Hulk and Drax fought while Starlord and Captain America duked it out. Peter spun around Cap's shield and shot his gun but he almost forgot that the shield returned like a boomerang and because he had to jump out of the way of the shield he missed his shot, he tried again to shoot Steve but Tony shot his own missile and they exploded mid air, Steve covered his face with his shield and then ducked out of the fight to help Natasha fend of Gamora.
Clint had climbed a fire escape and was shooting arrows at Groot and rocket which got lodged in Groot's bark, Groot roared at him but was cut off when Thor returned to the fray and brought his hammer down on his head.
Hawkeye turned his attention to Gamora and shot an ice arrow at her freezing her mid attack, the Hulk leapt at her and then picked her up and flung her as easily as if she were a rag doll. Steve and Natasha stared after her for a moment marvelling at the distance Hulk had thrown her until Natasha turned to Cap who was kneeling and smiled slightly "I didn't think you trusted me with the stones."
Steve sighed and scowled "You're the only one we do trust." As he said this he rose slowly "The trust of us don't have the power to fight the stones."
Clint leapt from balcony to balcony (Are they called balconies when they're fire escapes) and shot arrow after arrow at Groot, Gamora suddenly flew in yelling like a banshee from where she had been previously flung, she landed heavily and the ground shook around her.
Clint aimed at Rocket but every arrow missed him by millimetres until one finally hit, he went down.
Drax picked up a crate and aimed it at Thor's head but it smashed harmlessly and Thor punched him in the face, Drax retaliated slamming both his fists into the back of Thor's head from above but the helmet provided some protection and he stayed standing. He trust his hammer out and hit him square in the face flinging him backwards with a howl he gritted his teeth.
Iron man shot mercilessly at Starlord from the sky while Peter Quill did the same from the ground both dodging what the other shot, Starlord flipping while Stark preformed a series of loop-de-loops. Peter bounced of the wall and brought at an oval device from his pocket, he threw it at Iron man and just before it hit it opened up and let out a short EMP burst electrocuting the Iron man suit and causing Stark to drop several metres . "Get it through hat thick iron helmet of yours," Starlord yelled after Tony had steadied his suit "The infinity stones are too powerful!"
Tony flew right at him "Yeah, too powerful to give you!"
"We're not leaving without them!" he turned away from Tony and leapt at Black Widow who had her back to him while she was fighting Gamora
Tony changed directions and dived after Starlord "I'm pretty sure you are." He placed a device on Starlord's shoulder and he vanished in a flash of blue. "nice, it worked. Go me."
Clint landed next to him and Natasha "Tell me you sent him to dimension Z." He drawled sarcastically
Tony stood proudly "i triggered the guardians own teleporter, Starlord just got transported back to his own ship." He held out his hand "And look at this, I have four more!" Clint grinned grabbing them from his hand "Give me these and about ten seconds." He leapt up and behind Gamora who was battling Cap and place one on his arrow and then aimed it at her, she disappeared in seconds "one for you." He then leapt again to the floor and race toward Thor and Drax; he jumped over the greyish-green giant "one for you." And attached another one to his forehead, he too disappeared. He slid underneath Hulk who was battling Groot and Rocket "aaaaand..." he dragged out his words then flung one at Groot face "the two of you get to share."
Cap nodded thankfully at Iron man than turned to the team "They'll regroup and be back."
Tony smirked behind his mask "Not any time soon, the disks should have blown their transporter."
"We take it Asgard didn't work, What's your plan B?" The team gathered around Steve as he spoke
A re-bruceified Bruce (thankfully still wearing pants-I mean trousers dammit I'm British!) asked groggily "How do you know she has a plan B?"
Clint cracked his neck "because she always has a Plan B."
Natasha gripped her back pack and replied hurridly "Thor and I can take it from here."
Tony, recognising her paranoia, tried to ease her worry "Widow look, I understand why you needed to get away from me before," somewhere in the back of his mind a voice told him 'Because I'm weak, I wasn't strong enough to resist the temptation' shut up! "but you saved me from those stones," 'I shouldn't need saving' Shut up! 'I'm corrupted to the core.' "We're a team, we got your back." (BTW the voice in this paragraph is not the stones)
Natasha studied them carefully until she realised her paranoia was unneeded, she nodded.

She sat hunched over on the quin jet, Thor standing protectively next to her, the stones on her lap and her hair in her face, her skin was pale and clammy with effort. 'Use the stones, they're yours, just take them. Use the stones, rule the world.' She closed her eyes trying to block out the voices but it was getting harder to resist, her grip on her back pack tightened 'They're yours, you'll be the most powerful being in the universe' Thor placed a hand on her shoulder " The temptation is getting worse."
She brushed the hair from her face and glanced at Thor before looking away "Do you keep your promises?"
"I am the prince of Asgard, my word is my bond."
"promise me," She turned to look him in the eye "If i give into the temptation and use the stones," She lowered her gaze but kept eye contact "You'll take me down."
Thor's eyes widened before he too lowered his gaze "it is forbidden by Odin's law but I could attempt to banish you to the Dark realm. But it won't come to that." More trying to reassure himself than her
She looked away and snapped "Do you want me to trust you!" then she grabbed his shoulder "Promise me!" She begged
Thor tightened his grip around Mjölnir and sighed heavily "Aye, I make this promise."
A/N: I'm going to end it here because the rest is sorta cheesy. The reason the fight scenes' so choppy is because I did it from the screen as in I'm watching it as i write so i can get the dialog right and I'm not good at fight scenes so I figure I'll just copy it from the screen. Of course I forgot that the screen had to cut shots. For those who don't watch Avengers Assemble season 2 is actually pretty good and a lot of the stuff is sorta like what I read in fan fics (The ones that aren't smut or pairings) there's even a Tony Stark deaging one and he bonds with Cap and they hug and cry and it's sweet. You should watch it.