Disclaimer-I do not own Spider-Man.

(A/N This is a continuation from the last episode of Ultimate Spider-Man, when Iron Man, Thor, and Captain America ask him to join the Avengers. Venom, Carnage, Toxin, Scream(Girl), Lasher, Riot, Phage, Agony(Girl), Hybrid, Payback, Anti-Venom, and Scorn. I looked it up. All these symbiotes are real, but I think Marvel created too many symbiotes! And then again, I might still use them. I also decided to make the symbiotes fuse into Spider-Boy's bloodstream!Harry Osborn is Agent Venom, Flash Thompson, Agent Carnage, Mary Jane, Agent Scream, Black Cat, Agent Agony, Scarlet Spider, Agent Lasher, Kid Scarlet, Agent Riot, Scott Washington, Phage, Marcus Simms, Hybrid, James Murphy, Anti-Venom, Patrick Mulligan, Toxin, Kid Scarlet, Agent Chaos, and their leaders Havock and She Havock(Spider-Boy and Black Cat Jr.))

Chapter 8-Mastering the Symbiote

Note:I have made an unfinished Wikia on this Fanfic and Beyblade Metal Makers. Feel free to read if you like.

(Okay, I looked it up, and the symbiote can change a person's facial appearance, despite the host's actual stature. You can find these answers by going on google and searching symbiote abilities.)

Spider-Boy, and Spider-Man, along with his team were standing on top of a building. "Okay" Spidey said, "If you're going to use the full power of the symbiotes, you're going to need to train!" "Right" Spider-Boy said. The five heroes jumped off of the building. Spider-Boy stood in the middle of the building. First, the White Tiger leaped up from behind Spider-Boy and attacked. Spider-Boy leaped up and dodged just in time. Spider-Boy subdued the White Tiger with webs. Next, Power Man jumped up, with Iron Fist. Spider-Boy jumped up again and landed back down, punching the ground. The shock wave knocked the two off of the building. Spider-Boy grabbed them both with symbiote webs, and hung them by the feet, so they wouldn't hit the ground. Spidey and Nova came up. Spider-Boy's fist shot forward, grabbing Nova and slamming him into the next building. Last, was Spidey. Spidey shot webs at him. Spider-Boy dodged all these attacks with ease. Spider-Boy's hand extended once more and grabbed Spidey. His other hand extended and became a blade. "I win" Spider-Boy said.

"Humans" a voice said from the sky, "I will not only destroy this dimension, but I will destroy every other dimension. I, Ultron, will make sure that none can oppose me. My portals will start to open up, all around the world. Heroes, I await!" "Ultron" Spider-Boy yelled. Then, a portal opened up right next to the six, sucking them in.

Spider-Boy woke up in a strange world. He woke up in front of a school that said "Magnet High".(Recognize?) "Peter" a voice said, "You're so sweet!" "Sure thing Liz" Peter said. Peter Jr. looked at Peter. He looks nothing like the Peter from my world, thought Peter Jr., And I seemed to have changed to look like this world's Peter. Maybe I can find a way to get home later. Now, I need a place of refuge! Peter and Liz went separate directions. Peter Jr. ran to Peter. "Hey" Peter Jr. said, "I know that I sound crazy, but I'm your son, and from an alternate dimension." "You must not be feeling well" Peter responded. "No" Peter Jr. said, "I'm serious. In my world, Peter Benjamin Parker is my father, and he was Spider-Man, and I became Spider-Boy his son. He also had another son and a daughter, who went by the handles, Spider-Kid and Spider-Girl. "There's a new threat coming, called Ultron. He's the most powerful villain" Spider-Boy replied. "Okay" replied Pete, "I believe you, now, give me a second to change."

The Spectacular world went downhill in one hour. Ultron Bots were everywhere and super villains were loose. "I, the Spectacular Spider-Man will stop this" Spec Spidey said(My new nickname for The Spectacular Spider-Man.). "It's not going to be easy" Spider-Boy said.

Spider-Boy fell into another portal right under him. He fell right into the lab of Reed Richards. "Spider-Boy" Reed said, "I have been analyzing your symbiote suit, and it appears, that the symbiotes have permanently bonded with you, and separation from the suit can be fatal for the both of you." "Okay" Spider-Boy said, "I just need to keep the suit on." "Not only that" Reed said, "But if the symbiote dies, you die along with it." "Them" Spider-Boy corrected. "Okay" Reed remarked, "Just be careful." "Okay" Spider-Boy said.

Spider-Boy had to find a way to get back to the Spectacular world, where the Spectacular Spider-Man resided. His Spidey Sense flared, and he leaped up into the air. He just barely dodged the lasers from an Ultron Bot. Spider-Boy grabbed a bot with one of his webs and slammed it into the wall.

Spidey was busy fighting Shocker. Shocker shot another vibro shock at Spidey knocking him into the wall. Spidey got up, just to get hit with another vibro shock. "You're supposed to be Spider-Man" Shocker called, "I think that you're just a wannabe!" "I take much offense to that" Spidey replied. Spidey jumped into the air, and webbed Shocker's gauntlets. Shocker tried to shoot another vibro shock, but his gauntlet jammed, and exploded, knocking Shocker back. "That's why you don't mess with me" Spidey yelled. "Don't worry" Rhino said, "I'll smash you." Rhino charged at Spidey, but he used his agility. Spidey ran up to the Rhino and punched him. Doc Ock grabbed Rhino and Shocker with two of his tentacles. "We'll meet again" Doc Ock said.

(A/N What will happen next in the next Chapter? Type all of your reviews, and look at , for my behind the scenes explanation.)