Spider-Man Unlimited

Chapter 3

Hero Time

Kara stayed with Spidey for the most of the night, only leaving when she knew that Kents would be waking up. Though neither had gotten much asleep, both Spidey and Kara felt better for the emotional release, and for that, Spidey was especially grateful. Though both would later remember the event with a touch of awkwardness, neither commented on it. They were friends; awkwardness was expected every now and then.

The next few days may not have been eventful, but they were just what Spidey needed. After he put on his hoodie on but not the shirt, every day he and his friends would help the Kents with chores and farm work, usually with the help of his friends, aliens, and his powers. After they were done, they would hang out with Kara; usually Spidey would show her more of his aliens, his powers and weapons and how to Beyblade, or tell her more of their adventures. Every night after the first, he would have nightmares but, fortunately, they were not as severe. After the third night, he was actually able to asleep again after the nightmares ended.

Spidey, Madoka, Chance, Jake, and Pikachu had more company than just the Kent family. Superman would visit from Metropoils every other day to check up on them, and the other League members each paid them a visit as well, only while in civilian clothes, and only by themselves, to avoid suspicion. Execpt for Batman. The Dark Knight only called the Kent home once, and only briefly. It was certainly a surprise for them. Batman had never seemed the comforting type, so even checking up on them via phone call must have been werid. Still, it did wonders for Spidey's emotional state to find out that there were people who cared for them. They weren't alone like the Avengers.

Gotham City, The Batcave

Batman sat at his computer, lost in thought. He had barely left his chair since Spidey, Chance, Madoka, Pikachu, and Jake had left for Smallville. He had even entrusted Batgirl and Robin with more patrol duties to cover for him, much to the surprise of his young partners. He stared at the image on his computer. An image of Spidey Parker, Madoka Amona, Chance Furlong, and Jake Clawson stared back.

Bruce heard footsteps coming behind him, but he didn't turn around. Years of training had taught him how to recognize the pattern of an individual's footsteps, and even without training, he had heard those shoes against the floor for so many years that he could have recognized their owner anywhere.

"You got me again, sir."

"You tried leading with your left foot again." Batman smirked. "It's been awhile since you tried to fool me."

"With all due respect, sir, I was worried that your project concerning young Master Parker, Furlong, and Clawson and Miss Amona had distracted you from all else."

Bruce looked up as his butler placed a tray of food next to him. Then he looked at the time. He did need to eat. Bringing his attention back to the screen, he began typing with one hand, while picking his food with the other. Alfred waited patiently behind him.

"What is it, Alfred?"

"Sir," Alfred began, a hint of trepidation in his voice, "Spidey Parker, Madoka Amona, Chance Furlong, and Jake Clawson are not Bruce Wayne."

Bruce turned around and gave his butler a sharp look. "Are you so sure, Alfred? They lost their family, the girl he loved, everyone who was important to them. Even Chance and Jake lost their entire kind. How is they not like me?"

"Is that why you are helping them?"

Batman gestured to the computer screen. Under their images were their age, birthday, and every important fact needed in an identity.

"When my parents died, I was left millions of dollars, I was the heir to an incredibly successful company, and I had a home. They are from another universe. Not even Chance and Jake's hometown exists here. This way, they can at least have an identity. They can have a normal life."

"Will you use this as a bribe to get them to be heroes once more?"

Batman sighed, then looked down. "I'm hoping that Spidey sees it as an incentive to not be."

Alfred looked at him quizzically. "Sir?"

"He blames himself for what happened to his family. He believes that if he hadn't chosen to be a hero, he wouldn't have drawn attention to his family even for his friends. I can give them a chance to start over, to give up the life of a superhero, if they want to."

Alfred nodded. "I understand, sir."

Batman resumed typing for a moment, then printed out four sheets pieces of paper, which he handed them to the butler.

"Call Superman," he instructed, "tell him to give this to Spidey, Madoka, Chance, and Jake before he tries to introduce them to anyone."

Smallville

It had been a full week since Spidey, Madoka, Chance, and Jake had arrived at the Kent farm, and on the morning of the seventh day, he had a pleasant surprise.

Spidey had slept through the entire night; in fact, he'd overslept. It was almost 10 AM!

Sure, he'd still had nightmares, so he couldn't call his sleep restful. But heck, it sure beat waking up crying at 2 freakin' AM!

After showering and cleaning his and friends clothes with Clockwork(they still didn't have any other clothes), he put on his Superman t-shirt for the fuck of it and zipping up his hoodie and put his cap on the desk and got out a brown ferdoa hat style of Indiana Jones from his backpack and putting everything on they headed downstairs. They were mildly surprised to find Clark at the table, sipping a cup of coffee. He was in his civilian attire, for which them was grateful. They had gotten used to people wearing costumes, but still, they thought it looked a little silly.

"Morning, Spidey, Madoka, Chance, and Jake." Called the Kryptonian, "How did you sleep Spidey?"

"Better than usual," Spidey replied with Pikachu on his shoulder, "though that hasnt't been saying much, lately."

"Still having nightmares?"

Spidey sighed as he and his friends sat the at the table. "I don't know if I'll ever get rid of them and, to be honest, a part of me doesn't want to."

Clark tilited his head, confused. "Why wouldn't you want to..."

"Because we're in another universe." Spidey interrupted, "My family never existed here. The nightmares are the only time that I can see them now. I can't even visit their graves."

The five sat in silence for a while, until Clark slid them 4 sheets of paper.

"Batman asked me to give this to y'all." He smiled sheepishly. "I don't think I was supposed to read it, but I got curious."

Jake raised an eyebrow. "And here were, thinking you were such a boy scout."

Clark chuckled, remembering Flash saying something similar after the Justice League had defeated their evil, parallel-dimension counterparts, the Justice Lords.

"Never even got my first merit badge."

They laughed, then their turned their attention to the papers. Their eyes widened as they read. It was a short summary of their lifes. Only, it was not their lifes. Rather, it was the life of Spidey Parker, Madoka Amona, Chance Furlong, and Jake Clawson if they had lived in this universe. The details on the paper were vague, but Spidey and everyone else realized why. What they had been given was a rough draft of a new life.

According to the paper, their entire familys had recently died in an accident (which wasn't entriely untrue), and while they were waiting to receive property that had belonged to their family, they were staying with the Kents, who were apparently family friends.

They blinked. Property? What property? They looked over at Clark, who only shrugged.

"Guess he's looking out for y'all."

Chance smirked. "Aww, and here we thought he didn't care."

Clark's face grew serious. "Bruce might not act it, but he's one of the most caring people on the planet. He once changed the retirement policy throughout Wayne Industries just so one employee didn't have to retire."

"Oh." That eloquent response was all Madoka had. While they had figured that Batman wasn't all that Bruce Wayne was, they didn't realized the guy could be so damn nice. They would have to find a way to return the favor one day.

After a moment of awkward silence, Clark asked, "So, Spidey, Madoka, Chance, and Jake, other than when you first arrived in this universe, y'all haven't seen much of Metropolis, right?"

Spidey snorted. "You mean Metropolis without Thanagarians invading it? No, not really."

Clark smiled. "Yeah, alien invaders don't really attract tourists. Anyway, I figured that y'all could use a change of scenery. After all, a week on a farm could get boring."

They didn't necessarily agree. For the most part, they'd been pretty happy at the Kent farm. They had no problem helping out since his aliens, powers, weapons and his friends made chores a breeze, and the Kents were good people. It was only yesterday that they'd found that they had nothing to do. Normally, after they were done with chores, they would hang out with Kara, either showing her some of Spidey's aliens or Beyblading, or telling her about more of their adventures; however, her school had reopened, the world starting to resume its normal schedule following the Thanagarian invasion. And that meant that their newest friend had to finish her last few months of high school.

They shrugged. "We're guess it wouldn't hurt to see what's there. After all, Metropolis doesn't exist back home."

Clark grinned. "Great. I can introduce y'all to a few friends of mine. Y'all should probably leave a note for my folks; tell them you'll be out for a couple of days."

As Clark got up to change into his costume, they quickly ran up to their room, where Spidey grabbed a piece of paper and a pencil. At first, they had wondered those things were in the room, but Clark's parents had later told them that Clark was a journalist. Now it made sense to have those materials. Spidey quickly wrote a note explaining to the elder Kents where they were going, and that they would be back in a few days.

As they were walking out of the room after Chance and Jake grabbed their costumes and Glovatrixes and places them under their clothes and Glovatrixes invisble on their wrists and helmet and mask and gloves on the hands not seen and grabbing the small TurboKat and a growing ray gun, Spidey paused. He went back to the desk and wrote another note, this one to Kara. It said the same thing as the first, but with one addition.

P.S.

Remind me to tell you the story of when I fell into the Fountain of Youth. Trust me, it's hilarious.

Thanks for being there,

Spidey and Pikachu

Before they went down the stairs, he slid the note to Kara under her door. By the time they came back down the stairs, Superman was waiting near the door, already in his costume and tapping his foot impatiently. Spidey quickly placed the note on the kitchen table and he and Madoka got out their launchers while Chance and Jake place the TurboKat on the ground and Jake pointed the gun at it.

As Spidey and Madoka place their beys on the launchers, Superman frowned.

"Where's the rest of your stuff?" He asked.

Spidey and Madoka, Chance and Jake paused, then looked down at themselves.

"This is all we're got." They admitted and they gripped the ripcord and ripstring and Jake's finger on the trigger.

Superman mentally kicked himself. Of course they wouldn't have anything other than the clothes on their backs.

"LET IT RIP!" Spidey and Madoka yelled and pulled them releasing the Beyblades and Jake fired and the jet grow to full size again.

"Dragoon!""Pegasus!" "Come on out!" Spidey and Madoka commanded and they glowed and they came out.

"Thanks goodness that I didn't have use the Ultimatrix it can screw me up, I mean Azmuth would promised me that he'd have this thing fixed."

Spidey jumped on Dragoon's head and put Pikachu in his hoodie and placed visor on his eyes and Madoka puts on her goggles and mounted Pegasus and Chance and Jake jumped on the wing and hopped inside the cockpit and they flew and take off at a leisurely pace, not in any real hurry to get Metropolis. Superman pointed down.

"We're passing over Kara's school; she just waved at us."

Chance drive the jet and they saw her through their 3D radar and Spidey saw with his eye of the sniper. They looked down, still Spidey and his friends wave at the ground, hoping that Kara was still there to notice. Superman looked down for a moment, then looked back at Spidey, Madoka, Chance, and Jake.

"She saw. She waved again."

They smiled and everyone resumed their course. After a moment, Superman turned his attention back to Spidey.

"Who's Azmuth?"

"Creator of the Ultimatrix. He's also the leader of the Galvan." Seeing the blank look on Superman's face, Spidey sighed. "He's a Grey Matter."

Superman nodded in understanding.

"So, why do you call out your aliens' names?"

Spidey shrugged as rode on Dragoon's head. "I don't know," he said, "I guess the Ultimatrix read my mind or something and gave all of my alien's superhero names or my orignal superhero name Spider-Man."

"Now it's my turn," said Spidey, "how did you know that I was having nightmares?"

Superman looked away for a moment. "I got home about an hour before you woke up." Then he tapped his ear. "Super hearing. By the way, you snore."

Spidey groaned.

Metropolis

(I decided to everyone on this planet used to these humanoids people or a yellow mouse).

Superman guided Spidey, Madoka, Chance, and Jake to his apartment, where Clark quickly changed into his civilian attire. Spidey and Madoka caught their beys and Chance and Jake put up their jet in the bag and shrunk it again.

They took a look at Clark's home. "Nice place man." Spidey commented.

"Thanks." Clark replied, "It's not bad for a reporter's home."

"Considering that we still living at my aunt and uncle's house with Madoka until a little over a week ago, this is one heck of a first apartment."

Clark laughed, then went to grab his briefcase, then they headed towards the door. When they left the apartment, Clark hailed a taxi, and the five headed to Clark's office. As they got out of the cab, their jaws dropped. Spidey and Madoka seen this building before not Chance and Jake!

"You work here?" asked Chance as he gestured to the golden planetoid that topped the Daily Planet.

Clark shrugged. "Yeah. Why, do you know this place?"

Spidey and Madoka lowered their voices, so that no one could overhear. "We're 'arrived' not too far from here. That building was the first thing we saw."

Clark grinned. "Well, now you have a landmark."

Before they could respond, they saw a woman waving at them. Specifically, at Clark. As she walked over to them, they saw Clark's eyes light up. They could see why because that Clark has the flirty look in his eyes. The woman was certainly attractive, with a good figure, long black hair to the upper back, purple orbs eyes and a cute face. She wore a purple dress jacket and a short, white skirt and purple heels.

"Hey, Smallville." the woman greeted. They blinked. Smallville? She had nicknamed Clark after his hometown? That was kind of weird. Or was it some sort of pet name?

The woman continued. "So, who's your new friends?"

Clark smiled. "Spidey Parker, Madoka Amona, Chance Furlong, and Jake Clawson and Spidey's pal Pikachu, I'd like y'all to meet Lois Lane, head reporter for the Daily Planet."

Everyone shook Lois' hand one by one. Everyone had polite smiles on their faces.

"So, everyone," said Lois, "how do y'all know Smallville here?"

They paused for a moment, remembering what Batman had written down.

"Well, his family and ours were close, so we're staying with him until we get our place up and running."

Lois looked confused. "Can't your family do that?"

Spidey and they looked down, their good mood vanishing. It was still hard for Spidey to say it out loud. There was a good chance that it always would be.

Clark noticed his young and older friends' discomfort, so he decided to take over.

"Their family were recently killed in an accident, Lois. My family is all they're got."

Lois put a hand to her mouth, then put a hand on Spidey's right shoulder.

"I'm so sorry."

Spidey shrugged. "We'll be okay."

Lois nodded, then turned to address them.

"Come on, Smallville, we can give them a tour of the place.

Clark nodded, then them inside the building.

...

Spidey, Madoka, Chance, Pikachu, and Jake stared at the huge office. They had always thought that journalists worked in cramped little offices or worked out in the field. This room was bigger than the Batcave! It had high ceilings, a great view of the city, and every reporter there had an enormous desk to work from. They figured that this was the five-star hotel of journalism.

After a while, they turned their attention to Lois and Clark. Lois was currently chewing out a redhead named Jimmy Olson, while Clark was trying to defend whatever Jimmy had done. It was actually kind of funny. It reminded Spidey of his other friends Ben, Gwen Tennyson, and Kevin. Usually, it was Ben who had done something wrong, Kevin Ethan Levin giving him grief, and Gwen Tennyson giving Kevin grief over giving Ben grief. Hell, it like his friends do that to him once in a while.

It was saddening to remember that he would never see them again they were very good friends in his universe like his current friends, but it wasn't as soul-crushing as it had been a few days ago. While they had been at the Kent farm, Spidey had told Martha, Jonathan, Kara and whichever League member that was there that day stories of their adventures. It had become his own personal therapy. Each time he talked about it, it became easier to think about without bursting into tears. He still had a while to go with his friends, but he was getting better.

While the three Daily Planet employees argued, Spidey, Madoka, Chance, Jake, and Pikachu glanced at the walls. Every three feet or so was a framed copy of their newspaper, the oldest going back several years, which had the first offical appearance of Superman on it. Other front-pagers had more stories on either Superman or the Justice League, and all seemed to have been written by either Lois or Clark. They smirked whenever they saw Clark's name under a Superman article. It seemed kind of self-aggrandizing.

Further thought was interrupted as a middle-aged, balding man ran up to the journalists.

"What is it, Perry?" Clark asked, seeing the concern on the man's face.

"Bizarro was just spotted heading in this general direction." Judging from the way that everyone tensed up, they guessed that Bizarro was super villain, and a bad one at that. The older man, Perry, continued.

"Lois, Clark, get down there in case Superman shows up. Olson, go with them. And y'all," Perry directed a stern look at them only to got scared by Madoka's glare and her hands on her hips and growling and Spidey smiled under his ferdoa, "don't go anywhere and don't touch anything."

"Hey Smallville," said Lois, as she raced to her desk, "you and Jimmy go on ahead, I need to get my stuff."

The two men nodded and ran off.

While Lois was gathering her things, Spidey, Madoka, Chance, and Jake walked up to her.

"So this Bizarro," Spidey began, "he's pretty bad, right?"

Lois gave them an 'are you serious?' look.

"Think of a twisted, evil, stupid version of Superman," she explained, "and y'all hit the nail on the head."

They swallowed nervously. They'd seen what Superman was capable of, and now there was an evil twin? Just great but then Spidey's spider sense goes off as his eyes widen and body frozen for a second and Pikachu's ears twitched danger is coming.

"I'm afraid Bizarro is the least of your worries, love." A voice with a British accent spoke up.

Spidey, Pikachu, Madoka, Chance, Jake, and Lois spun to see a man in a trench coat behind them, his face covered in bangdages. They blinked. How the hell had anyone missed a guy like that?

"That voice..." Lois began to say.

"Oh, that's so sweet," said the man mockingly, "you remember your old friend Metallo."

With that, the man ripped off the coat and bandages. Spidey and his friends' eyes went wide. They wasn't exactly sure what they was looking at. It looked like a human man, but most of his torso, right arm and the right half of his face were replaced by gleaming metal. The exposed half of his face looked like a metal human skull, and a sinister green light glowed from the eye socket.

'Now that's just wrong,' Chance thought, 'Spidey is the only one who should have glowing green eyes when he goes alien.'

"What do you want now, Metallo?" They had to admire the fearlessness in Lois' voice. "Do you have anything to do with Bizarro coming here?"

"You'd be surprised what kind of distraction Bizarro will make if you offer him a cookie and a chance to kill Superman." The human half of Metallo's face grinned sadistically. Then he began to walk towards them. "But before he dies, I think I'm going to hurt him by killing you."

"Spidey, Madoka, Chance, and Jake, run! He's after me, not all of you!" Lois tried to run to the stairs, but Metallo blocked her.

They froze for a moment. What should we do? They wondered. They didn't want to go superhero or Spidey turn into an alien here, there were still people working here, and besides, did they really want to this again? In their minds, if they chose to be heroes again, they'd never stop. But then they remembered all the times that they'd saved people as Blade Breakers group(Spidey came up with that superhero group name). Had they asked for anything in return? No, they'd only helped people because it was the right thing to do. And since Metallo had less-than-friendly intentions towards Lois, they couldn't just look the other way. Still there was no way that they were giving up their secret identitys.

They quickly bolted across the room, as were the few other people who hadn't already left but after getting them rally up they get dead and gone as they left. But unlike them, they weren't trying to run. Since they already gone, they slid behind a desk, and they were grateful that it had wheels. They began to push.

Across the room, Lois was beginning to lose consciousness as Metallo choked her with his exposed hand.

"You have no idea how long I've waited to do this." Metallo sneered.

"Hey! Tin can shit! Look over here!"

Metallo turned his head to see a very large desk headed towards him, being pushed by what looked like two kids and two older humanoid kats with a small yellow mouse on the male kid's left shoulder. Honestly, he hadn't seen that one coming. His grip loosened in surprise, allowing Lois to fall to the floor and crawl away. The desk slammed into Metallo's legs, causing him to fall on top of it. The large combined momentum carried both the desk and Metallo towards the window. It shattered, sending both desk and super villain plummetign twelve stories down.

As Lois was working on getting air back into her lungs, she noticed them trying to do the same. She was more than a little shocked. Spidey, Madoka, Chance, and Jake had attacked a super villain? Not only that, they had knocked him out of a window? She wasn't sure if that was brave or very, very stupid.

They stretched their arms and grinned at Lois.

"Well, that takes care of him, huh?"

Lois shook her head. "He's gone toe-to-toe with Superman. A fall like that's only gonna make him mad."

They leaned their heads out of the shattered window. There was no one else on the street. People had learned years ago to evacuate and seek shelter whenever a superhero brawl was about to commence. They could see the broken remains of the desk, and a figure getting up. A gleaming metal figure.

"Aw, fucking damn," said Spidey. They looked at Lois. "How mad do you think he's gonna be?"

Lois gave a small, sympathetic smile. "He's going to want to kill y'all."

'Story of our lifes,' they thought grimly, but outwardly, they only looked worried.

"Uh, I think we gonna go now." They tried to act as nervous as possible, while backing towards the stairs.

Lois nodded. "Yeah, I'm going to see if I can get to Superman. He should be able to stop Metallo."

Madoka raised an eyebrow. "But Metallo is right outside."

Lois raised a notepad and gave a cocky grin. "I never miss at story on Superman in Metropolis."

Now it was their turn to wonder if Lois was brave or very, very stupid.

...

They parted ways, with Spidey, Madoka, Jake, Pikachu, and Chance heading out the back door. They cut around the side of the Daily Planet building, where they could see Lois trying to get past Metallo again, with the same lack of success as before, receiving a backhanded strike across the face. They scowled, but took a few steps back. Spidey looks at his friends who looked at him and they nodded and Spidey and Madoka put their hands on their Morphers and Chance and Jake got out their helmets, gloves and masks even the TurboKat as they grow it again. They turn on their costumes and T-Bone and Razor got into costume and Spider-Man used his Ultimatrix for a alien against a machine, and might even be able to help Superman in their own fight.

"It's Hero Time!"

...

Metallo was about to crush Lois Lane. In fact, he was sure that he would succeed that he was already planning the murder of those people that had knocked him out of the window. However, he was distracted by a roaring jet engine sound in the air and a green flash, and the shout of a mechanical voice and two voices shouted it from the jet.

"We're back!" "UPGRADE!"

Three figures strode out of the alley. A sleek black jet in the air hovering. It was vaguely humanoid, in that it had two arms, two legs and a head. The similarities stopped there, however. The back and head of the thing was black and covered with green circuitry. The front was white, save for a strange symbol on its chest. A single green eye glowed on its otherwise featureless face. The eye narrowed and the second figure was a female individual, slender build, about the 16 of age. She wore a full-body suit covering from head to toe, colored red and blue. The helmet was covered with a blue visor and the helmet looks like a Samurai with a mouth guard plate covering her mouth, the main body of the suit was blue, but the inside of the thighs were red, on the calves to ankles were white wings resemble of a winged horse's wings. On her chest was the insignia of a white Pegasus, the 'P' in the background to the right and 'S' on the left with the head of a Pegasus, a white scarf of a Pegasus' wings. On her forearms were long hot pink gloves non fingerless and twin belts.

"Okay, ugly," the creature and the girl took a fighting stance, "let's go!"

Metallo snarled, dropped Lois and then charged at them. This was getting out of hand. First the kids and the kats, now this...group. Was there to be no end to this interfernce?

Upgrade leapt at Metallo, but didn't strike him. Instead, his body became more blob-like, and then wrapped itself around Metallo's body!

Lois' jaw dropped. Well, that was new!

Metallo struggled as the alien somehow seeped into part of his mechanical body. To the outside observer, Metallo appeared to be completely covered in tar and green circuitry. After a moment, Metallo froze, than walked over to Lois, who backed off warily.

"Relax, Miss Lane," said Razor from the jet as Upgrade/Metallo held out his hand to her, "He's not going to hurt you."

Lois wasn't convinced. "Well, considering that you were trying to kill me a minute ago..."

Upgrade/Metallo shook his head. "That was Metallo, not me. I have control over him now; he can't do anything anymore."

"Who are y'all? What are y'all doing here?" Lois might have been afraid, but she was investigative reporter. It was in her nature to seek answers.

Upgrade/Metallo would have smiled if he had a mouth and Pegasus, T-Bone, and Razor smiled.

"First off, you can call me Spider-Man but in this form Upgrade, my friends Pegasus, T-Bone, and Razor. Second, we're just here to help." Upgrade/Metallo looked around for a moment. "We're don't suppose you know where Superman is?"

As if in answer to their question, a smoking figure hurtled through the air, crashing through a building behind them, he was quickly followed by a familiar red-and-blue figure. Upgrade/Metallo, Pegasus looked back at Lois while T-Bone and Razor looked through the glass canopy at her.

"Never mind," he said, "we think we know where to find him."

Turning away, two rockets somehow grew from Upgrade/Metallo's back, which in turn sprouted stabilizer fins. Lois blinked. Metallo had never been able to do that before! Upgrade/Metallo and Pegasus gave her a two-fingered salute before rocketing away and Pegasus super jumped after him. "Let's rock and roll!" T-Bone said and they rocketed away following them. Lois smiled. She had what all journalists live for: a new story.

...

Superman was getting annoyed. Bizarro was difficult to deal with at the best of times, but this was the fifth time he'd had to smash the twisted clone through something. Why couldn't he just give up? His musings were interrupted by the sight of Bizarro struggling to his feet. Superman sighed. Maybe the sixth time would be the charm. Before he could move, a bright green and blue beam of energy along with a yellow thunderbolt struck Bizarro in the chest, driving him to the ground again. Superman turned in midair to see what looked like a man made out of black paint and green circuitry rocketing towards him with a black jet and a girl with a small familiar mouse on the girl's shoulder on the wing of the black jet hovering. The only thing that gave away his identity was a familiar symbol on his chest and a Pegasus on her chest. Before he could say anything, the figure held up a hand.

"Call me Upgrade."

Superman nodded. "So, what's this one do?"

Upgrade/Metallo spread his arms wide. "I can take control of machines, and then make them better. This is what happened when I grabbed Metallo."

Superman's eyes went wide. "Metallo!? What was he doing here?"

"He was trying to kill Lois. Don't worry," he added, after seeing the panic in Superman's eyes, "we stopped him, and Lois is fine."

Superman sighed in relief. "Thank you."

Upgrade/Metallo and Pegasus shrugged. "No problem; we're just doing the hero thing again."

Every hero noticed Bizarro getting back to his feet.

"What do you say we end this?" Superman began charging his heat vision for emphasis.

Pegasus grabbed her Beyblade and launcher and put them together and aimed it at Bizarro and Pikachu charged up with static on his cheeks, "Pikaaa..." Pikachu growled and Razor puts on some red goggles and a gantling gun came out from the side of the TurboKat.

"Sure," said Upgrade/Metallo, "let's see just how powerful I can make this guy and besides. Let's get him."

Both of Upgrade/Metallo's arms became cannons. A third, larger cannon grew from his chest, and a small rack of missiles morphed from each shoulder. "LET IT RIP!" Madoka yelled and pulled the string launcher and releasing the Beyblade with a force of a missile as Pegasus flew with a blue energy blur. All of those weapons fired at once, joined by a green beam of energy from his eye, Pikachu unleash Thundershock as a yellow lightning bolt, as well as Superman's own heat vision and cement slugs fired. The combined blast and Beyblade made a considerable crater in the ground as Bizarro was covered in cement slugs and left a smoking and thoroughly smacked and fired-down Bizarro. Pegasus caught her bey in her hand as everyone floated down to street-level and T-Bone and Razor got out of the TurboKat and landed on the ground and they walked up to them. "Bingo!" Razor said and they highed five each other.

Upgrade/Metallo froze for a moment, until Upgrade separated himself. Metallo fell to the ground, but instead of collapsing, he remained frozen in the same position and Upgrade slapped the dial on his chest, turning back to normal and in his Spider-Man Unlimited costume as Spider-Man.

"What... what did you do to me?!" Metallo could barely get the words out, as his jaw was clenched shut.

Spider-Man explained, just as Lois Lane and several other reporters arrived. "Before I left as Upgrade, I shut down every one of your systems expect for your mind, your eyes, and your voice box." Spider-Man, Pegasus, T-Bone, Razor, and Pikachu looked up for a moment. "Of course, now I wish that I'd shut that last one off too."

The reporters all laughed, while Superman gave a grin. Spider-Man turned to Superman.

"Think you could give a lift for Pegasus? I need to get something because forgot it at some place."

Superman looked confused for a moment, but nodded and grabbed Pegasus under her arms and T-Bone and Razor hopped back into the TurboKat with Pikachu and Spider-Man shot out a web line to a building and took off all together before the reporters could ask any questions. Superman, T-Bone, Razor, and Spidey landed on a rooftop several miles away, where Spider-Man and Pegasus looked around for moment to make sure that no-one could them. When they were satisfied that they were alone, their masks remove to the neck line and T-Bone and Razor remove their helmets and masks.

"I thought y'all said that y'all didn't want to be a heroes anymore?"

They looked down at the streets below with Spidey. "I was always taught by my mother, dad, and uncle to do the right thing; to help other people to best of our abilities." Spidey grinned, even Chance, Madoka, and Jake did too. Spidey reached back and pulled out his father's shield which shifted into a full size shield and looked at it before put it back. "And thanks to my powers, weapons and Ultimatrix, I've got a whole lot of abilities and this shield is made me into the first Avenger like my father Steve Rodgers aka Captain America of the Avengers."

T-Bone and Razor aka Chance Furlong and Jake Clawson grinned and patted the TurboKat. "Thanks to our jet we can help out also as the Swat Kats."

"Even our Beyblades do the same as Pegasus and Dragoon." Madoka added.

Superman smiled back, but then looked away. "I thought y'all blamed your weapons, powers, watch and your tech."

Spidey's smile faded. "Maybe we still do. But we do know that they would be disappointed if we didn't do what we believe is right. We don't know, maybe we're trying to honor them by living up to what they taught me or us."

Superman nodded, then put a hand on Spidey's shoulder. "I do the same thing; I try to live up what both my Earth parents and my Kryptonian parents taught me."

"Thanks, Clark."

"No problem, everyone." Superman frowned. "So, what was it that you needed to get?"

Spidey shrugged. "Something that I left at your parents' house. We'll be back in a couple of hours."

Superman tilted his head. "So, why did you need me to carry Madoka here? She could have just launch her beyblade right there."

Spidey stared at Superman for a moment, then slapped his forehead.

"I am such an idiot." He mumbled.

Superman was still laughing minutes later when Spidey and Pegasus launch their beys and got on Dragoon and Pegasus and took off towards Smallville with T-Bone and Razor in the TurboKat.

Smallville

They arrived at the Kent farm, still kicking himself over completely forgetting that he could web swing immediately. He and Madoka flown through an open window in the farmhouse, then shut down their suits and caught their beys and put them back and Chance and Jake got on their clothes and left the TurboKat outside. They walked over to the house and opened the door to the sound of cheering. Confused, they followed the sound to the living room, where they spotted Martha, Jonathan and Kara clapping and celebrating whatever was on television. They were embarrassed when they realized they were cheering about. They were watching them help Superman beat Bizarro on a news report! Apparently there had been a news crew recording the entire fight.

'Oh well,' thought Spidey, 'at least here we're getting good press.'

Supergirl, courtesy of her super hearing, heard someone come in, even over the volume of the television and the cheers. She turned to see...

"Spidey! Madoka! Chance! Jake!" she cried. The elder Kents turned to see Kara tackle Spidey with a rib-cracking hug. "That was so cool!"

"Kara!" Spidey gasped, "Air!"

Kara quickly let go. "Sorry!"

"It's okay," Spidey replied as he rubbed his sore side and quickly healed, "just remember that I may be superhuman I break easy when I'm human."

"We just saw what y'all did," Martha said as she placed a hand on Spidey's shoulder, "I'm sure that your familys would be proud of you."

They felt so much pride when they heard that.

"Plus," added Kara, "the way you used Metallo to beat down Bizarro with your friends and Pikachu? That was awesome!"

"Thanks, but we think that Clark did most of the work, we just finished him off." Earlier in their superhero careers, they had often bragged of their accomplishments; now Spidey was more mature, and knew how to be modest.

"Wait, why are y'all back here? I thought y'all still be in Metropolis." Kara tilted her head in confusion.

"I forgot something here," explained Spidey, "and if we're goanna be doing the hero thing again, I'm going to need it."

They quickly went upstairs, but came back down only a moments later. He was wearing his blue and red white lined cap backwards again. It was a simple change, but it was seemed to make him an entirely different person. His eyes seemed to shine, and there was an almost cocky grin on his face like Sonic The Hedgehog.

"Hello, world," he said as they pumped their fists into the air before they shouted it, "Spider-Man, Pegasus, T-Bone, Razor, and Pikachu The Blade Breakers are Back!"