How's it going? WOLFWATCHER12 and ERoc901 Tha Clean Up Man here with part 2 of The Spider-Switch! In this part, Spidey, Widow, Falcon, Hulk and the Agents Of S.M.A.S.H. go to the Triskellion to stop Red Skull, Mesmero and the Sinister 6. Phil Coulson arrives with his team, and the new Spider: Kaitlyn Rogers/The Astonishing Arachnid joins the fight. American Son/Harry Osborn, Spider-Woman Mary Jane, Kid Arachnid and Iron Patriot join Scarlet Spider to help them out any way they can. I neglected to mention that Melinda May was hypnotized in the last chapter. Can our heroes stop these vile forces? Find out next!

Disclaimer: Same as before.

Chapter 10: The Spider Switch - Part 2!

Last time, our web-spinning hero Spider-Man and his girlfriend Black Widow defeated the three remaining members of the Frightful Four (Trapster, Klaw and Wizard), but then Mesmero decided to pull one final trick, and made the two spiders switch bodies. Then the two decided to teach each other in how to use their own powers. But as this ensued, Falcon walked in on their make-out session, and he found out they were in love. FRIDAY informs them that A-Bomb, Skaar and Red Hulk of the Agents Of S.M.A.S.H. were terrorizing Brooklyn (Captain America's hometown) and the three heroes suited up in a few Hulkbuster armor suits in their likenesses to stop the Smashers who were being brainwashed by Mesmero. They were temporarily outmatched, and it looked like our heroes were destroyed until, The Hulk and She-Hulk arrived and helped them. Now, they find out that Mesmero had hypnotized the other Avengers (Iron Man, Thor Captain America and Hawkeye) and has the aid of Doctor Octopus, Red Skull and the Sinister 6. They had captured the Web-Warriors and are holding Nick Fury hostage as well. Will they save him?

We new see Zephyr 1 flying by in the air, where Phil Coulson and his team decided to train their new friend Kaitlyn Rogers, who is in fact, the clone daughter of Captain America, yet Cap does not know it yet. The ship was in autopilot mode, Lance looked upset, as did Mack. Coulson was upset that Mesmero and Red Skull worked out a deal with Doc Ock, he slammed his fist on the console, feeling mad with grief.

"It's bad that Director Fury is being held hostage in the Triskellion by those damn HYDRA goons!" he said, feeling angry. "They even went too far as to hypnotize the Avengers and some of the S.H.I.E.L.D. Academy students." Phil felt like it was his fault. Now he knew how Spider-Man felt when something was his fault, even though it wasn't.

Jemma walked up to him and put her hand on his shoulder. "You can't blame yourself for this, Phillip." Simmons said. "What's happening at the Triskellion isn't your fault. So don't act like it is."

Coulson turned his head to Simmons and Leo Fitz came up to them. "Yeah, don't blame yourself, besides, it could have been one of us in Fury's place." he added to what Simmons said to him. "We had to train Katie Rogers into using her spider-based powers for the purpose of good for all mankind."

Coulson felt reassured by the two S.H.I.E.L.D. Tech experts. "You're right. HYDRA is a deadly threat that we'll always have to face, but facing the likes of the Red Skull is a whole lot worse." Coulson said, focusing his attention on Captain America's long time arch enemy. "But, as part of S.H.I.E.L.D., there's nothing we can't handle." he went over to the computerized map on the table and looked up the layout of the Triskellion.

Just then, Katie Rogers walked in dressed in her black and red outfit with the big red spider logo on her chest, this time she had her mask on. The eyes were similar to the Scarlet Spider clone/Ben Riley. Katie was now the Astonishing Arachnid. "Okay, everyone! I'm suited up and ready to go!" Arachnid said, pumping her fist with determination.

"Good." Coulson told her, and patter her on the back of her shoulder. "This maybe your first official mission but to play it safe, you'll have to follow orders so we'll be sure there won't be any casualties because I have a feeling that it'll be messy on this one."

"I know that, Coulson." Arachnid said. "I just want to rescue my dad and hopefully meet him at this Triskellion as you call it."

"You will Katie." Phil assured her. "You have my word."

Katie smiled at him, even if she had her mask on. Mockingbird looked around the jet and saw no sign of Melinda. "Hey, guys! Where the hell is May?" Bobbi asked. "She was supposed to meet back with us so we can be on our way."

Mack then spoke. "I dunno, Barbara." he said. "The last time I saw her, she was instructing martial arts and self defense classes at the Triskellion."

Lance added to what Mack said. "Yeah, she must still be sore over the punch to her kisser by Agent Romanoff over Spider-Man two days ago."

"All that aside, I'll see if Daisy can reach May on her comm." Coulson went over to Quake, who was co-piloting the ship.

Arachnid then turned her head over to a desk calendar that Coulson had on the console. "That's weird." she said.

"What's weird, Katie?" Mack asked.

"That today is Friday the 13th." Katie pointed out. She knew that some people were superstitious about this sort of day. "Does any weird stuff always happen on every Friday the 13th? I'm just asking out of curiosity." she wondered.

"Sometimes, yeah." Fitz responded. "Except it's almost everyday."

Katie was wide-eyed in shock about and Mack rubbed her shoulder. "Yeah, awkward isn't it?" Mack asked.

"Most likely." Jemma added.

At the comm-link, Quake noticed a button flashing. "Guys, come here! Someone is contacting us!" she said.

Lance pressed the button and an image of Scarlet Spider appeared on the screen. Everyone was stunned to see Scarlet contact them after the whole Superior Spider-Man incident two days ago and did not expect him to contact them for a while. He revealed to them that he was really Spider-Man's long lost older brother Kaine Parker, who ran away from home before Spidey was born and made a promise to Dr. Johnathan Drew and his wife Miriam to find their daughter Jessica, and the S.H.I.E.L.D. Agents along with some of the Web-Warriors kept quiet about it, because Scarlet believes that Spidey is not ready for the truth to be revealed yet.

"Coulson, everyone, this is Scarlet Spider. Do you read me?" he asked.

"This is Quake. We read you loud and clear, Scarlet." Quake replied.

"Good." Scarlet felt relieved that his message was getting through. "I'm on my way to the Triskellion right now along with Kid Arachnid and Spider-Woman. The American Son and Iron Patriot will be joining us soon, but we need to act now and help Spider-Man, Black Widow, Falcon, Hulk and the Agents Of S.M.A.S.H. who are on their way there right now." he informed them. "But also, Red Skull and HYDRA along with Doctor Octopus, the Sinister 6, Leader, Abomination, this crazy blonde Russian named Yelena Belova and the guy who calls himself Mesmero who is currently using his hypnosis powers to brainwash everyone in the Triskellion, including some of the superhero trainees of the Web-Warriors and not just the Avengers but they also got Agent Melinda May."

This sort of thing shocked everyone. "WHAT?!" they all shouted in unison.

"Yeah, Mesmero got to her before you could reach her." Scarlet informed them. "And to make matters worse and much more weirder, Mesmero also used his powers to make Spider-Man and Black Widow switch bodies with each other."

This was even more shocking to Phil and the others. Mockingbird and Quake were also stunned by this. "No. Way." they both said at the same time.

"Yeah, no wonder today's Friday the 13th." Lance added jokingly, and everyone just gave him the skunk eye.

"All jokes aside, we'll be on our way to help you out." Coulson replied.

"Good." Scarlet sighed in relief. "Me and my group will meet you at the Triskellion so we can give my younger brother all the help he can get." the then went to stop transmitting. "Scarlet Spider, over and out." the screen turned off and he stopped his end of the comm-link.

"Mack, see if you can fly this thing with Quake, since May isn't with us right now." Coulson ordered.

"You got it, Phil." Mack said, as he turned the autopilot off and flew it over to the Triskellion. "I'll do what I can."

Coulson then turned his attention to the others and gave them their instructions. "Okay everyone, let's gear up and go!" he ordered.

"Right!" everyone said in unison. Quake got her gloves on, Lance got out his guns and spun them around as he inserted them into the holsters, Mockingbird got out her two batons and combined them into a Bo staff as she spins it around and stops with the staff behind her back as she sticks her open hand out. Leo and Jemma got their gear on too and Phil got his newest weapon.

(A/N: I decided to put Quake in the outfit she had in Avengers: Earth's Mightiest Heroes and Mockingbird in the outfit she had in New Avengers The Reunion, where she and Hawkeye, who was the Ronin at the time reunited after being apart for so long.)

"So, who is this Scarlet Spider?" Katie asked.

"He's Spider-Man's long-lost older brother." Bobbi said, telling the truth about him to the newbie. "Before Peter was born, his older brother Kaine ran away from home."

Katie was shocked to hear that a Spider ran away from his home. "Why did he run away?"

"I'm not sure." Bobbi said. "He didn't give us the full story on that."

Lance decided to add to it. "He also made a promise to Dr. Jonathan Drew and Mrs. Miriam Drew that he would find their daughter, Jessica."

"I don't know how long she's been missing, but maybe we can ask him when the mission is over." Sparkplug added as well.

"That's a good idea." Bobbi said, as she sat next to the girl in black in red.

"So, does Peter know he has a brother?" Katie wondered.

"No, Scarlet never told him, because he says Peter's not ready to face the truth yet." Leo responded.

"Oh, then I won't tell Peter." Katie added, denoting that Scarlet Spider's secret was safe with her.

The Spiders along with Falcon, Hulk, A-Bomb, Red Hulk, Skaar and She-Hulk were on their way to the Triskellion to save everyone in the Spider-Jet that Spidey signaled for. Luckily for him, it was not being remote controlled by Doc Ock. Spidey steering the jet, which Falcon felt impressed by. On the way there, Spidey and Widow were talking to each other, and She-Hulk mused it very much.

"As much as I want to complain about how HYDRA, Doc Ock, Mesmero and all of your arch enemies took over the Triskellion from right under our noses, I'd rather just stay focused on punching their teeth right down their throats, even when I have to use Black Widow's fists." Spidey said, still trapped in Black Widow's body.

"Me too, Spidey." Widow said, agreeing with the boy still feeling stuck in his body. "It's bad enough that we had to switch to the Spider-Jet because the Quinjet ran out of gas!" she complained about the Avengers form of transportation.

Spidey began to fan her in order to get her to calm down. "Cool your jet's, Widow. No need to get fiery just yet." Spidey said, as he kept fanning her with her own hands. He then thought of a way to distract her from that very problem and he thought it up quick. "You know I can think of many ways to cool you down, right babe?" he said, with a wink.

Widow place an index finger in Spidey's face. "Don't toot your own horn, darling." Widow said, in a sultry manner.

"Wanna bet?" Spidey flirted, a little bit by raising an eyebrow, which made Natasha blush.

She-Hulk mused at this and had a mischievous grin on her face. "Spider-Man and Black Widow sittin' in a tree. K-I-S-S-I-N-G." she sang, teasing them both as she laughed.

Widow and Spidey complained a little bit. Widow huffed and puffed about it. "Excuse me, Shulkie, do you mind not doing that?!" Spidey complained. "That was so rude!"

She-Hulk laughed playfully, "Aw, c'mon web-head." she reassured them. "You got a girlfriend that is just as hot and sexy as I am. I just though I'd help you both strengthen your relationship a little."

Spidey felt befuddled by that, but Widow put her hand on his shoulder. "Thanks, Jen, but we got it from here." Widow said.

"Yeah and so far, our relationship has been a very bumpy ride with weird stuff happening a lot." Spidey pointed out, denoting everything that has been happening up onto this point. "But, we've been striving to get through them." he added. "Not complaining or anything, except for trying to adjust to having larger breasts on your chest." he perked them up.

"I get it. You're not used to having them on you." She-Hulk knew that. "By the way, Widow. Before you and loverboy over there switched bodies, how did you get those huge knockers?" she asked.

"Oh, it's the side effect of being turned into a werewolf and back." Widow revealed to the jade giantess. "It was due to Nightshade's neo-genetic serum."

"Nightshade? I hate her!" Shulkie responded. "But, you both got her locked up, right?"

"Yes." Widow stated. "I turned her into a baby, and she's not in a crib jail for a while."

"Aww. Good work on that." the jade giantess commended them.

"Also, when the formula for my web-fluid got stolen by Hammerhead, Tombstone and the Enforcers, we had Scarlet Spider helping us." Spidey added. "We also had some help from Iceman and Firestar, who happen to be members of the X-Men. And, it was nice to see Wolverine again."

"I wonder how Logan is doing these days." Hulk said, adding to the conversation.

"Oh, he's alright." Widow added.

"Also, I told Iceman and Firestar about that incident you had with Skaar and A-Bomb before." Spidey told Shulkie.

"I don't mind if you did." Jen responded to that very well.

A-Bomb decided to add to the conversation as well. "Oh yeah. Speaking of which, Shulkie stole my PS4 Pro and hasn't given it back since." Rick complained.

(A/N: Yeah, I call A-Bomb by his real name: Rick Jones. In the comics, he wasn't just A-Bomb, he was once Captain Marvel after Philip Lawson/Mar-Vell gave his power bands to him, but some of you must know that already.)

Shulkie had a mad glare in her eyes towards both A-Bomb and Skaar. "That's what you get for peeping on me with that damned Pokemon Go app when I was sun bathing in the nude." she pointed out.

(A/N: In case you are unfamiliar with that, check out Chapter 5 - The Stolen Notes. ERoc901 Tha Clean Up Man made that up.)

"I said it was an accident!" Rick complained, trying to defend himself, but She-Hulk threw a rock she had hidden at the blue boy.

"I don't give a shit!" Shulkie grunted, folding her arms and turning her head away from him.

"Yeah, right!" Red Hulk added. "You're lucky that I didn't take your PS4 Pro Jones, otherwise I'd melt that piece of techno shit!" he ranted.

"Shut up, Red!" A-Bomb defended. "You're just mad that big green is still in love with your daughter!"

This made Red Hulk retaliate, "Why you...!" he then got up in A-Bomb's face, but did not bother to use his guns.

Spidey and Widow were a little baffled by this. "Hulk, you're still in love with your fellow Gamma scientist, Betty Ross?" Spidey asked.

"More than ever, Spider-Man." Hulk responded. "I missed her so much, being the Hulk prevented us from continuing our relationship because I'd be a danger to anyone. Including her." he added, solemnly. "That's why I had to be apart from her, to keep her safe."

Spidey never knew that his big green Gamma radiated friend felt like this. Widow did not notice this either, because she did not ask Nick Fury. Spider-Man then went over to him and patted him on the back like he were family. "Take it from me, big guy." Spidey said. "Relationships can be complicated sometimes but love always comes back to you in the end."

Widow got up and agreed with her teenage boyfriend. "He's right. You just need some time apart until you're back together." she said. "You can't give up hope, no matter what."

Hulk had a reassured smile on him. "Perhaps you're right." he said, and then he changed the subject from Betty Ross to them. "I take it that both of you are adjusting to your relationship?" he asked.

"Yep, we sure are." Spidey said. "So, what happened to JARVIS?"

"Oh, Ultron attacked him and some of JARVIS's circuits were down, and placed into a Sythezoid Ultron made." Hulk said.

"And after that, JARVIS became The Vision." Widow added.

"JARVIS is The Vision now?!" Spider-Man asked, feeling surprised.

"Yes." Widow said. "That's why F.R.I.D.A.Y. is the Avengers new A.I. now."

Just then, Falcon got a blip on the radar, and it was a red one. "Head's up, guys! We're almost there!" Falcon said, as he pointed to the Triskellion tower showing up on the scanners. "I can see a red Tyrannosaurus Rex on the island where the Triskellion is." he pointed out the wind-shield and saw that there was indeed a red T-Rex with stripes and gold eyes. This was the appearance of Devil Dinosaur, the pet of the Agents Of S.M.A.S.H. who was looking like he was sleeping.

"Should we check on Devil to see if he's okay?" Skaar asked.

"I don't know, Skaar." Hulk responded. "It's possible that Mesmero brainwashed him like he did with the others."

"Well in that case, we'll have keep a sharp eye out." Spidey said, as he were. "I'm landing us here right now."

The Spider-Jet landed on the shore of the island where the Triskellion was, as they exited they did not notice anything unusual. "Okay, guys! Keep your eyes open and ears sharp! The bad guys could waiting to ambush us as we speak!" Spider-Man said, urging everyone to proceed with caution. "Black Widow, since you're in my body, my Spider Sense will warn you if there's danger. When it does, listen to it and warn us."

"Understood." Widow responded.

"Ah, don't get your feathers in a bunch kiddo! I'm a Five Star..." Red Hulk boasted until he was slapped in the back of the head by She-Hulk.

"Would you shut it, Red?" Shulkie asked. "Webhead's right. It's important that..." she then got interrupted when A-Bomb ran over to the sleeping Devil Dinosaur, being reckless.

"D.D.!" the blue gamma-powered hero said as he bolted towards his Dino pal.

"Oh shit!" Widow said, as she felt Spider-Man's Spider Sense tingling. "Hulk, stop him quick!"

"A-Bomb, no!" Hulk shouted.

But A-Bomb could not hear him, "Boy, am I glad to see..." he got interrupted when Devil Dinosaur opened his eyes and showed how completely white they were and whipped A-Bomb away with his tail. "...you." A-Bomb winced.

Falcon did not like the way that the Hulk's best friend rushed in. "That's definitely not smart to run into your pet dinosaur." he said. "Especially if he's under someone's control."

Widow turned her head to Spider-Man, "Spidey, you were right. Your Spider Sense does work." she said to her teenage boyfriend.

"Told Ya." Spidey said.

"Glad you did." Widow said, but then those Spider Sense began tingling again. "Uh oh. More trouble!"

The Agents Of S.M.A.S.H., Spidey, Falcon and Widow all turned around and saw a whole group of people behind them. One of them had scales all over him and his eyes were yellow and he was standing next to a man dressed in, orange, black and silver with green skin and a really bulbous head. These two individuals were Emil Blonsky/The Abomination and Samuel Sterns/The Leader, they were both villains that were altered by Gamma radiation, and have had a deep hatred towards the Hulk and his allies ever since. They were joined by Yelena Belova and a few HYDRA goons.

"Hello Hulks! Long time no see!" Leader said, sarcastically.

"Well, if it ain't the big headed, toad skinned, pea brained, pencil necked geek and his reptile, goofy lookin' sidekick comin' to rain on our parade." Red Hulk taunted the two Gamma villains.

"I'm not a sidekick, Ross!" Abomination shot back. "I'm here to get revenge on you for costing me everything, including my military career in Mother Russia!"

"Serves ya right for framing us, you bastards!" A-Bomb said back at them.

"We smashed hard the last time we met and this time we'll even smash you way harder!" Hulk said, as he felt ready for a fight and cracked his knuckles.

"Spider-Man and Natasha Romanoff!" Yelena exclaimed in suspense. "I told you I vould get my revenge on zhe two of you and now I'm going to live up to my vords!" she boasted to the the switched-up Spiders.

"Yep, she did say that, babe." Spidey informed her.

(A/N: If you recall, she swore she'd get revenge after Grant Ward was defeated in chapter 4, and now she's trying to live up to that.)

"Then I'll shove it up your ass, Yelena!" Widow stated, to her evil copycat.

"Get out of our way, chumps!" Hulk warned. "We're here to take you down and free everyone from Mesmero's mind control, including our fellow Avengers!"

"And, as a bonus, send every single damn one of you to the Raft or Ravencroft if we have to!" Falcon added to what the Hulk said.

"Like Hell you are!" Abomination countered, "We'll see to it that your blood will be spilled and your bodies will be broken!"

"No fuckin' way! Widow and I had our bodies switched this morning!" Spidey complained, causing the villains to look baffled. "We'd rather not tell you the rest."

Leader disregarded what he just heard from the web-climber. "Anyway, if you superheroes wish to get to Mesmero, Octavius and Red Skull in order to save your moronic friends, you'll have to get through us first!" he said.

"Then that's exactly what we're gonna do!" Spidey cracked his knuckles and got ready to fight. "Okay everyone, let's fight on!" The HYDRA goons all ran at them and they fought them as they also fought against Leader, Abomination and Yelena.

In Nick Fury's office, he woke up feeling a really bad pain as he was tied down to a chair.

(What'chu Want by The Beastie Boys plays)

"Ow, my head." he said, as he tried to shake off the pain. "Where the hell am I?" he asked himself. But then the light bulb in his head clicked. "Wait. Now I remember. The Triskellion was penatrated and taken over by...you!" he turned around and saw Red Skull standing in there with him.

"Ah, Director Fury." Red Skull said, tauntingly. "So pleased to see you avake at last." He was joined by the brainwashed Avengers, Doctor Octopus and some HYDRA goons.

"Red Skull, you muthafucka! You did this, didn't you?" Fury demanded, only to be kicked in the face by the mind controlled Melinda May. "Ah shit!" he deadpanned. "Now I also remembered that Mesmero hypnotized one of the best damn agents that S.H.I.E.L.D. ever had!"

Mesmero laughed evilly along with Red Skull. "You know me too vell, Director Fury." he said. "Let's just say that ve all joined forces to produce our effort developing a plan to take over zhe Trisekllion while Spider-Man, Black Widow and Nova were helping Star-Lord in space, saving those blasted Guardians Of Zhe Galaxy from Terrax."

Fury was wanting answers about that. "Let me guess, it all started with the abduction of Captain America and the Hulk in Transylvania when Red Skull and Nightshade turned the townspeople into mutated monsters with Spider-Man, Agent Romanoff and Cap being turned into werewolves and Hulk into a giant were-lion, right?" he asked.

"Ja. Zhat is correct."

"Then this means that the second phase of that plan was...Doctor Octopus!" he said as he looked at the villain with the tentacles.

"That's right, Nick Fury." Ock said, in a sinister manner. "The second phase of our joint is me entering my arch foe through the bloodstream, hijacked his mind and took possession of his body in order to damage his reputation and leave him feeling distraught."

Fury was dismayed by what was said. "Well, I'll be damned." he muttered.

"Indeed you are. And rightfully so." Ock concurred.

"Then I take it that Mesmero did his part on phase three?"

"Why, yes I did." Mesmero agreed to it. "Before I did something to Spider-Man and that lovely Black Widow last night that you'll have to see for yourself when they arrive up here, we lured Captain America, Iron Man, Thor and Hawkeye into a trap and successfully captured them, leaving me to hypnotize their minds." he admitted. "After using my powers on the Spiders last night, earlier this morning, Leader, Abomination and I along with the troops of HYDRA stormed the Hulk's lair in Vista Verde, hypnotized Red Hulk, A-Bomb and Skaar and had them cause all sorts of mass destruction in New York, from Times Square to Brooklyn, which happened to be the stomping ground of Captain America while we took care of their precious pet called Devil Dinosaur and placed him under our power with mine."

"That was real clever on your part, but you still won't get away with it!" Fury warned.

"We already have, you fool!" Doctor Octopus said, in his defense. "We've brainwashed Agent May, the Avengers, your students and turned them into our slaves! So the numbers are in our favor!" he chuckled.

"Shit. Looks like I'll have to depend on Spider-Man, Black Widow, Falcon, the Hulks, Coulson and his team to get me out of this shithole I'm in right now." Fury stated.

"Oh, ve're counting on it, Director." Red Skull laughed evilly along with the other villains.

(Song fades)

However, Zephyr 1 zoomed over to the Triskellion as quick as a flash, thanks to Mack's piloting.

(Bad Mistake by James House plays)

"We're here!" Mack said.

"Okay, let's put Zephyr 1 in stealth mode and move out." Coulson said, as Mack pressed a switch that made the ship invisible to any detection devices as they parked it behind the tower. "Alright, people. Our objective is to Help Spider-Man stop HYDRA and the Sinister 6, get Mesmero to undo the damage he's done with those powers of his and turn them all in by any means necessary!" he ordered and they all charged into a laboratory that Dr. Connors used.

Jemma looked around. "Where are Martha and Billy?" she asked as she looked over a scan of the inside of the building.

"They must be hiding." Lance said. "I just called the kid. He said he's in Scarlet Spider's loft along with his mom and this woman named Rio Morales."

"Then their smarter than we thought." Quake said.

Just then, a whole bunch of S.H.I.E.L.D. agents were coming at them, and they were all pupilless, denoting that they had been placed under Mesmero's mind control whammy jammy. "Incoming!" Fitz said, as he looked the battalion coming at them.

"Stand back! I've got this!" Quake said, as she went topside and shot a tectonic sound wave at the hypnotized S.H.I.E.L.D. Agents, causing them to fall on their backs which rendered them unconscious.

Kaitlyn was blown away by how Quake was able to do that. "Holy shit!" she said. "That was...WOW!" she had a smile on her face as she said that.

"You said it, luv." Lance said, as he agreed with the girl.

Mack looked in another direction and saw that more were on the way. "There's more of 'em!" he said, as he shot his Icer gun at a few of them.

"Oh well. I could use some ass-kicking exercise anyway." Quake said.

"Most likely, Daisy." Coulson agreed with what she said. Quake then started going after a few more of them, using some hand to hand combat moves she learned from Melinda May and Mockingbird while she helped them track down her father: Dr. Calvin Zabo/Mister Hyde. Coulson used his Icer on a few more, incapacitating them, Lance, Leo and Jemma did the same thing while Sparkplug used his electric attacks on them.

"Time to step up, boys." Mockingbird taunted the hypnotized S.H.I.E.L.D. agents that came in her direction, and knocked a few of them down with her staff, then used a flying side-kick on three of them.

Coulson then went over to a spot where Kaitlyn felt a little nervous about coming with them. "Okay, what to do, what to do. This is my first mission tonight and I'm kinda nervous and confused at the same time. No wait. My dad's been captured and brainwashed! I gotta do something! But what?" she muttered to herself, but then turned her head to Coulson. "Excuse me, Phil! Should I..." she was about to ask him if she could get out there.

"Not yet, Arachnid!" he responded. "Not unless you're ready to make your move! Y'know? Muster up some courage to...to..." he was hoping she would finish that sentence, and she did so.

"Stand up for what is right?" Kaitlyn asked.

"Something like that." Coulson said to the Super Soldier girl. Just after that there was only one more hypnotized S.H.I.E.L.D. agent to take down, and Leo Fitz zapped him with his Icer.

"That ought to do it." Leo said.

"Well done, Leo." Sparkplug said. "Now we'd better bar the door just in case some HYDRA goons come our way."

"Good idea." Kaitlyn agreed, and she used her super strength to lift some heavy stuff over to the door.

While Coulson and his team held off the hypnotized S.H.I.E.L.D. Agents and the Spiders along with the Smashers and Falcon held off their enemies in order to get inside the Triskellion, Scarlet Spider, Kid Arachnid and Spider-Woman arrived on the scene behind the building.

"Okay, Scarlet. Now that we're here, what'll we do next since there's a lot of HYDRA creeps taking over the entire place?" asked Spider-Woman.

"Simple Mary Jane." Scarlet said the Symbiote girl. "We sneak in without getting caught."

"Yeah but how?" Kid Arachnid asked as he pointed at the guards holding weaponry. "There's five of 'em and they got AK-47's with extra magazine clips."

"You just leave that one to me, Miles." Mary Jane was about to use her Symbiote, but Scarlet prevented her from doing so.

"Hold it, MJ. I've got a better idea." Scarlet said.

"Like what?" Spider-MJ asked, as Scarlet went quietly across the room. "Oh, I see what you mean."

Scarlet Spider went out of the hiding spot, and chopped one soldier in the back of the neck, knocking him out. Then for the next two and shot them with a ball of webbing that might have been loaded with something heavy and for the last two, he kicked them both in the side of the head and then he hit a pressure point on each of them, causing them to fall asleep. He stood up and signaled for them to follow him.

"Whoa!" Kid Arachnid said, as he saw everything that Scarlet did. "That's one way to singlehandedly put 'em to sleep." he commented about Scarlet's style. "What are you, some kind of Spider-Ninja?" he wanted to know.

"No, I just had years to prepare for anything when the time comes." Scarlet replied.

Miles thought it through? "Hmm, good point there." he said.

"Now we go inside and help Spidey and Black Widow switch back to their own bodies before their Freaky Friday becomes permanent, right?" MJ asked.

"Exactly!" Scarlet replied. "Now, follow my lead!"

"Way ahead of you!" Kid Arachnid said as the two of them went off.

"Me too!" Spider-Woman added, as she went along with them.

(Song Ends)

Outside, the switched Spider's and the Agents Of S.M.A.S.H. continued their battle with Leader, Abomination, Yelena Belova and the HYDRA goons. A-Bomb was with Red Hulk and Skaar, trying to get Devil Dinosaur to snap out of this hypnosis he was under, while Spidey and Widow took on Yelena, Hulk duked it out with Leader and Abomination and She-Hulk took it to a group of HYDRA goons with Falcon's help.

(What I'm Made Of by Crush 40 plays)

"D.D.! Snap out of it!" A-Bomb begged, denoting that he did not want to fight his own pet. "It's me, your pal A-Bomb!" he kept dodging Devil Dinosaur's tail attacks. "We're your family, remember?" he got hit by the tail anyway.

Red Hulk kept shooting his blasters at the HYDRA goons while he felt annoyed by A-Bomb. "Knock it off, Jones!" he said. "I'm shootin' at these puny HYDRA chumps and all you worry about is Devil Dinosaur!"

"Shut up, Red!" A-Bomb shot back. "I'm tryin' to help him fight off Mesmero's hold on him!" he got whacked by Devil's tail yet again. "Ow! Okay, this isn't workin'!" he said, as he rolled up into ball form and began to go up into the air as he shot himself at Devil's head.

Skarr was busy trying to prevent a few HYDRA minions from taking Red Hulk down along with A-Bomb.

"Cut off one head, two more shall..." one of the Hydra goons said, before Skaar punched and kicked him in the body.

"Skaar Slash!" he said, as he sliced the HYDRA goon's gun in half and stabbed him in the chest.

"Whoa! That was brutal!" A-Bomb said, as he saw it happen.

Red Hulk was impressed by this however. "That's what I'm talkin' about shaggy!" he said. "Take no prisoners! Keep it up!" he cheered for the Smasher with the sword to get rid of them.

"Thanks." Skaar said, as he continued to take the HYDRA goons down for the count. He kept waving his sword around until the whole battalion was dead. But after that, several more HYDRA agents were coming after them, this time they were dressed in green and yellow with helmets that had red lenses over the eyes, and some had the same design only black and gray.

"Boy, HYDRA wasn't kidding when they say "Cut off one head, two more shall take it's place."" A-Bomb said, when he knew about HYDRA's infamous slogan. "It's kinda like a snake, right?"

"Yeah." Red said, as he kept on blasting the goons with his pistols.

The HYDRA goons that She-Hulk and Falcon were fighting against used their own weaponry, while Falcon used his feather weapons on some of them.

"Surrender or we'll open fire you slutty green-skinned freak!" a HYDRA agent said, only to get slapped in the face and kicked below the belt by Shulkie. She then began to yank their guns out of their hands and punch them in the eye and hit them in the everywhere-else.

"Why am I surprised to hear you asshole from HYDRA insult little ol' me with those chauvinist, sexist remarks?" Jennifer said, as she kept on beating them all up. "I'm very sensitive about you calling me a slut when it's obvious that smart, sexy and strong!" Just as another HYDRA goon in green and yellow was about to grab her from behind, she grabbed his arm and tossed him down. "I just wish you guys would see things from my point of view!" she got up in their faces and slapped the green and yellow HYDRA goon in the face.

Falcon just zoomed past her in the air, and said, "I don't know Shulkie. I don't think that they would last two minuets, let alone a whole day walking a mile in your shoes."

"You got a point there, Falcon." she replied to the winged Avenger. "It's a good thing all of my clothes, dresses and outfit are filled with unstable molecules . They change sizes when I change back and forth between Jennifer Walters and the Sensational She-Hulk." she then showed off her muscles before smacking a few more HYDRA goons around until they were blue in the face.

Hulk was engulfed in a two on one battle with his two greatest enemies, Leader and Abomination. He kept getting pushed down, but he kept getting back up and began whirling them around.

"I'll make you pay for destroying my reputation as a soldier for Mother Russia, Hulk!" Abomination said, as he began throwing Hulk around like a rag doll. "I'm now an international criminal, thanks to you!" he ranted.

"Serves you right for framing me and my fellow Smashers, Abomination!" Hulk said, as he gave Abomination a headbutt. "You and Leader are both a pain in my Gamma radiated ass!" he shot back, locking up with Abomination.

Leader was utterly annoyed by all the banter he had been hearing from the two of them. "Well, don't just stand there, keep him busy while I unleash one of my weapons to neutralize the brainless brute!" he ordered Abomination.

"I am! So don't rush me!" Abomination shot back at the Leader. "I'd rather take my time and beat the shit out of him first!" he said, only to get kicked in the jaw by Hulk.

The powerhouse of the Avengers turned his head over to his other enemy. "Hey, Leader! I'm not as stupid as you think I am!" Hulk said. "Not like you anyway!"

Leader was even more irritated by what Hulk just said about him. "Why you?!" he then decided to shot at the jade monster, but he just dodged them.

Spider-Man and Black Widow (in each others bodies) were trying to keep Yelena Belova busy, and it was working. They used the fighting style they practiced earlier in the day.

"Even in each other's bodies, your teamvork has improved!" Yelena said, bitterly. "But it von't change everything between us!"

"You're still jealous of me, Rooskaya?" Natasha wondered.

"Because you have bigger boobs zhan me?" Yelena asked. "Ha! Fat chance, you Russian fat cow!" she insulted the redhead in the web-climber's body.

"Why you!" Natasha was about to react with rage, but Spidey stopped her.

"Don't let her get to you, Nat!" Spidey said to her. "She's just jealous of you because you got a better looking body than her. At least, that's what I would say."

Natasha looked over to him, "Spidey, darling. Now's not the time..." she nearly finished her sentence, but Yelena interrupted her.

"Save zhe bullshit, Romanoff!" Yelena yelled. "I know you two are in love with one anozher!"

The swapped Spiders were befuddled by that and shocked to hear this from the mouth of their enemy. "WHAT?!" the two said in unison.

"But how did you know?!" Spidey demanded. "Did Doc Ock tell you about us?"

"Of course not, you stupid American boy in a Russian woman's body!" Yelena took the time to correct the web-head. "While you two vere patrolling zhe city, vent to zhe mall and got romantic days ago, I spied on you and followed your every move!" she confessed.

Spidey felt violated. "You were stalking us like an obsessive, psychotic, green-eyed monster!?" he yelled.

"Yes, except zhat I'm only obsessed vith killing you and taking my rightful place as zhe one, true Black Widow!" Yelena declared.

"Over my dead body, bitch!" Widow shot out Spidey's webbing at Yelena and electrocuted her.

"It's probably gonna take more than that to keep her down, Natasha." Spidey said.

"We still have time, my love." Natasha said to Spidey. "Mesmero, Red Skull and the Sinister 6 have Nick Fury holed up in his office and we gotta get him out."

"I know, but how?" Spidey wondered.

However, Hulk got thrown by Abomination and landed on his back. "Hey, Web-head! Go inside and see if anyone else is hypnotized by Mesmero or not! We'll catch up when we get done with these chumps!" Hulk said.

"Are you sure?" the wall-climber asked.

"We'll be just fine Spidey." She-Hulk added. "I hope there's someone left that isn't brainwashed who can give us all the help that we need."

"Jen's right. Now go!" Hulk added.

"Oh no, you don..." Yelena said as she tried to stop him, but instead got a roundhouse kick to the face by Natasha (in Spidey's body).

"I'm on it!" he said.

"Be careful." Widow said.

"I will." And so, Spidey raced on by to get inside the Triskellion. He knocked down a few hypnotized S.H.I.E.L.D. agents and a few HYDRA goons.

As he did so, Natasha and Yelena battled it out. "Finally, ve're going to settle zhis once and for all." Yelena said. "And zhis time, vy sobirayetes' umeret'!"

"privesti yego na suku!" Natasha countered in her Russian dialect.

Hulk was still throwing down with Abomination and Leader, while Red Hulk, Skaar and A-Bomb were keeping a few HYDRA goons busy while they tried to snap Devil Dinosaur out of Mesmero's trance. "Now that Spider-Man's inside the Triskellion, we're giving him time to get to the Red Skull, Mesmero and the Sinister 6 and save Fury!" the Hulk said. "Which means, I'm still got plenty of time to smash you, Abomination!" he pounded his fist into his palm.

"I agree, but I assure you that it won't last long!" Abomination countered as he and Hulk rumbled again.

Skaar kept on slashing some HYDRA goons in green and yellow, while A-Bomb rolled a few of them down and Red Hulk shot his pistols at them.

"Bring it on, you HYDRA worshiping maggots!" Red shouted, as he shot them away.

She-Hulk took some HYDRA Agents down and then taunted a few, "Okay, you want some more of this bootyliscious Hulk?" she shook her rear-end at them and smacked it to taunt them even more. But they did not respond, because they noticed that some HYDRA jest were flying overhead. "Anyone? Hello! I'm waiting!" Jen said again, trying to get them to speak. But, they all heard the sound of a few things being dropped in from the sky. And down came a whole bunch of machines that all had the HYDRA logo on them, and looked to be the same height as Iron Man's Hulkbuster armor. "Oh, crap! HYDRA Hulkbusters!"

When Spidey (in Black Widow's body) got inside the Triskellion, he also noticed that is was quiet in there, as they say in the movies...too quiet.

"Alright." he said as he got inside. "Now that I'm inside the Triskellion, I'm about to put Natasha's sexy body to good use." he said looking down the squishy chest fruits on his new body, he began rubbing them and his nipples began to harden. He just couldn't resist playing with his new features and felt turned on by them, only for him to see a steel girder fall behind him. "Whoa! Except for the fact that I have no Spider Sense!" he said, frantically. He regained his focus and walked into the classroom.

Then, the web-slinger in the Russian super spy's body noticed a saber-toothed tiger pouncing at him and said creature pinned him down.

"Oh, dammit!" He then found himself surrounded by Agent Venom, Iron Spider, Cloak, Dagger, a young man with long blonde hair and dressed in a loincloth over Safari pants with a dagger strapped to the side of his leg and a green skinned young man with scales and fins. These two were Ka-Zar, lord of the Savage Land and Triton. Ka-Zar's real name was Kevin Plunder, and Zabu, the saber-tooth tiger was his brother in arms. Triton was the prince of a humanoid alien race called the Inhumans, which included himself, Gorgon, Lockjaw, Crystal, King Blackagar Boltagon/Black Bolt and Queen Medusalith Amequlin/Medusa. he said, as he got a good look at them all, they were pupil-less and black white in the eyes, denoting that Mesmero got to them.

"I know you guys are in there, so I'll have to take you down! Sorry I have to do this but it's the only way!" he said, even if they were hypnotized. He then used his martial arts moves on them, and even some from his days as a wrestler. He avoided a bunch of laser blasts done by Iron Spider and Agent Venom's rocket launchers. Then he used a few MMA fighting moves on Triton, then he focused on Iron Spider, he got Dagger and he began running from Iron Spider and Agent Venom's counter attacks.

"Awesome!" he said to himself. "Natasha's body is just as agile as my own! That must explain how I was able to dodge all of Agent Venom's attacks and..." But as he felt astonished by that sort of thing, he got pounced by Zabu yet again. "Damn! Judging by Zabu's breath, given what he really ate, I guess I spoke to soon!" he winced. Ka-Zar was about to use his retractable energy blade to gut Spidey, but then a whole battalion of squirrels showed up and prevented that from happening as the little critters got onto Ka-Zar and Zabu. "Hey, what the..." Spidey immediately recognized this sort of technique. "Squirrels attacking Ka-Zar and Zabu? Could it be?" he turned a corner and saw Iron Fist, Power Man, White Tiger, Nova and Squirrel Girl and noticed they were not under Mesmero's control.

"Gangway!" Nova said as he bolted at Iron Spider, hitting him in the head with his nova blasts.

"Hey! It's you guys!" Spidey said, feeling relieved. "I thought you guys were brainwashed by Mesmero!"

"Nope!" White Tiger stated. "We hid ourselves to avoid being captured and brainwashed by Mesmero!" she added as she kicked Cloak in the side of the head.

"Now that we're here, let's wipe the floor with 'em!" Power Man said, as he felt pumped for a fight.

"But we can't hurt our friends too severely." Iron Fist said, speaking in his usual proverbs. "They're used as mind controlled puppets to HYDRA's bidding!"

"Then we'll neutralize them by taking them so I can use the Widow's Sting on them." Spidey said, as he began to lead the charge.

"Good idea, Black Widow! But, what's wrong with your voice?" Nova asked.

"I'll tell you after we neutralize our friends."

"Fair enough." Nova agreed to that.

"Power Man, you got Agent Venom!" Spider-Man (in Black Widow's body) said, planning the battle. "White Tiger, Ka-Zar and Zabu are all yours! Iron Fist, subdue Cloak and Dagger! Squirrel Girl, you take on Triton! Nova, Iron Spider is all yours!"

Nova felt distracted by something the body Spidey was trapped in. "Ah, sure thing Black Widow!" he said, bolting after Iron Spider. "God, she's so hot." he muttered to himself.

"I heard that, you bucketheaded perv!" Spidey shouted.

All hell broke loose as Spidey charged up the gauntlets while Power Man used some boxing and wrestling moves on Agent Venom who used some Football plays to keep Power Man at bay, yet he countered him with a drop kick and a power bomb. White Tiger used her cat-like reflexes to layeth the smack-a-down on Ka-Zar and Zabu. Iron Fist focused his Chi to take Cloak and Dagger down with ease as well as using some of his Kung-Fu he learned in Kun-Lun for him to become a master of the fighting style he is named after. Nova used his Nova Blasts a little bit more to get Iron Spider to run out of energy in his armor and Squirrel Girl had her little furry battalion attack the Inhuman Prince and then after they were exhausted, Spidey took the time to used the Widow's sting on them, knocking them all out.

(Song Ends)

"Well done everybody." Spidey said.

"Thanks." Squirrel Girl said.

"Now that we took care of them, care to tell us why you look like a supermodel with your hair tied into a ponytail, wearing all that makeup and large hoop earrings?" White Tiger asked, feeling inquired. "And more importantly, why is your voice sounding like Spider-Man?"

"Because...I'm Spider-Man." he said, letting out a sigh and confessing.

"WHAT?!" they all said in unison.

"Yep, it's me." he said. "Mesmero made me and Black Widow switch bodies and I ended up in Natasha's body."

"Mesmero used his brain swap whammy jammy on you two and you ended up having a Freaky Friday?" Squirrel Girl asked, in shock.

"Yep that's exactly what happened."

"Sweet Christmas, webhead!" Power Man exclaimed. "You ended up in a body with a big ol' ass! No offense." he said, defending himself.

"None taken, Luke." Spidey replied. "Natasha did a lot of squats to keep these long, lovely, sexy legs of hers in shape." he felt them in front of everyone. But then, Spidey had a sly look on his face. "Maybe I ought to use them to choke Doc Ock and put him to sleep." he thought. But then he noticed that Power Man, Iron Fist, Nova and White Tiger were all staring at the body he was in. "What? What are you guys staring at?"

They all looked at each other, until Power Man and Iron Fist broke his silence. "Oh, our sincerest apologies Spider-Man. We've been distracted by what was on your..." he stopped mid sentence and then pointed to a certain spot.

Spidey looked down and saw that Black Widow's nipples had been showing. "Yikes!" said the wall-climber. "My, I mean Natasha's nipples! I unintentionally exposed myself on purpose!" he flailed.

White Tiger let out a grieving sigh. "That's what happens when you don't wear a bra webhead." she scolded. "Especially when you're trapped in a woman's body." she huffed.

"I know that!" Peter replied to the girl in white, folding his feminine yet lean arms. "And why is there a red mark on your mask, Ava?" he asked, seeing a red splotch on the nose of White Tiger's mask.

She then noticed it, "What? Oh, it's nothing." she denoted. "It's just a nosebleed, that's all."

Squirrel Girl mused at this, "Guess that makes you a pervert too!" she said, coyly.

White Tiger defended herself verbally, "No, I'm not!" she said. "Quit making fun of me, Squirrel Girl!"

She let out a Tiger's roar, "Down, kitty!" Squirrel Girl shot back.

Spider-Man then noticed that the same thing happened to his other teammates. "Power Man and Iron Fist, you guy's have nosebleeds too?" he asked.

"Uh, oh. It looks like Misty Knight will not be pleased about this if she finds out." Iron Fist said, worrying about what his ally from Harlem would think.

"Sweet Christmas!" Power Man complained. "I look like a damn fool with that nosebleed!" he looked at the bloody nose he had. "My girlfriend Jessica Jones will kill me if she finds out too."

"I see what you mean, fellas." Spidey agreed with Power Man and Iron Fist just said. "This is...hey!" it was then that Nova had a perverted glint in helmet covered eyes as he poked the massive breasts Spidey had on the body he was trapped inside of. "Nova, did you just..."

"Mmmmm! Boobies." Nova said, as he was about to grab them. "Must touch..."

"Oh, no you don't!" Spidey then gave Nova a judo flip and knocked him to the ground, hurting him a little bit.

"Ow! That smarts!" Nova winced as everyone looked at him dryly. "What? It really does!"

"Never mind that, you buckethead! Keep your hands and your mouth to yourself!" the web-slinger scolded the human rocket.

"Tell that to one of the most hated men in NYC!" Nova shot back.

"Like Jerk Jonah Loudmouth?"

"Yeah, something like that." Nova got back to his feet. "That judo flip you gave was a good one."

"Thanks." Spidey said, then made another strategy. "Now let's find Coulson and the others if they're here and still alive. Black Widow is in my body, and she is with Falcon, Hulk and the Agents of S.M.A.S.H. Hopefully they'll hold them off until we get to Mesmero." he stated. "Now, let's move!" as the lot of them went with the web-climber, he turned his female head to the human rocket. "And Nova, don't go getting any bright idea's about the body I'm in, got it?" he hissed.

"Party pooper!" Nova said, as he flew in the direction the others were going.

Coulson, his team and Arachnid still had the door of the room they were in barred, but HYDRA got ready to use the battering ram on said door.

(Breathe by Prodigy plays)

"There's a team of S.H.I.E.L.D. agents led by Agent Phil Coulson here that one of our own informed us about." the lead HYDRA solider said. "So our orders are to terminate them by any means necessary."

"But where are they hiding at?" the second HYDRA goon asked.

"They might be inside that laboratory. That is where Dr. Curt Connors works all the time." the lead HYDRA soldier said. "Bring out the bazooka!" the HYDRA soldier's goon squad brought out their bazooka and loaded it up. "FIRE!" they shot it and blew the door open. They all stormed into the place to look for the S.H.I.E.L.D. Agents that had taken refuge in the lab.

"Alright you fools!" one HYDRA goon said. "C'mon out or we'll..." the goon got interrupted when Coulson kicked him in the gut and then chopped him on the back of the neck.

"You were saying?" Coulson said.

And so the fight ensued. Mack used some wrestling moves on the guys that came his way, while Lance used his Icer and Mockingbird used her staff on them. She then separated them into two batons and began hitting them in the head with them. Quake used another tectonic sound wave to push the HYDRA agents back and Sparkplug used his electricity on them. Fitz and Simmons used some of their mini-drones to zap some of them, and even used some Icers on the ones that were at a distance from them.

"Our guys are getting thrashed by two S.H.I.E.L.D. agents who happen to be Inhumans!" the lead HYDRA soldier was starting to get mad and enraged. "Bring out that new weapon that can neutralize them and their powers!" he ordered, and his lackeys brought out a new weapon and Mack recognized what it's able to do.

"QUAKE, SPARKPLUG, WATCH OUT!" he yelled.

"FIRE!" the lead HYDRA soldier said, as his shooter fired the shot. Quake and Sparkplug found out too late, the were hit by the blast and were knocked to the ground.

"Ha! Got 'em!" the HYDRA soldier said, as he gloated.

Mack, Leo and Jemma could not believe what they saw, two of their allies were rendered unconscious. "Phil, Daisy and Lincoln are down!" Mack said.

"They used some kind of new weapon, one that's capable of neutralizing not only their Inhuman powers but rendered them unconscious as well!" Fitz exclaimed.

"Now what'll we do?" Simmons wondered.

Phil then had an idea. "Well, it looks like we'll have no choice but to shoot and fight our way out of here." he said.

"Sounds like a decent idea. Except that we're almost out of ammo!" Lance said, stating the obvious.

"That's not good." Fitz said, over looking his weapon. It had almost been depleted.

However, Mockingbird grabbed something out of her belt. "I guess I'll have to resort to using this." she said, as she set it up.

"Bobbi, what are you doing?" Simmons asked.

"Taking care of business." Mockingbird said, as threw some kind of smoke bomb near the HYDRA agents.

"Ah, smoke bomb!" the HYDRA agents said in unison. Bobbi then used a new feature in her sunglasses to see where the HYDRA Agents were at. She used her martial arts style to knock them down, and if that wasn't enough she used her batons and merged them back into her staff, tripped several of them up and hit one of them in the back of the head. Then she kicked one of them in the groin after slapping him in the face. Kaitlyn was impressed by how Mockingbird fought without exhaustion.

"Okay, who else want's some?" Mockingbird dared any of the HYDRA agents to take her on, but one of them pointed a gun at her head.

"How 'bout a bullet to the head, you dumb blonde bimbo." he said, bitterly. "Don't move or I'll shoot the bitch!" he warned everyone in the room.

Kaitlyn was angry with the HYDRA agent who had a gun pointed at Mockingbird's head and insulted her. "They won't have to move!" she said. "I will!" she said as she 'Mustered up some courage to stand up for what is right' as Coulson stated.

"Katie?" Coulson wondered.

"Don't worry guys, I got this!" Arachnid said, as she ran at the HYDRA agents, jumped right over Mockingbird and shot a web at the HYDRA agent's face, then she yanked his gun out of his and smashed it.

"You webbed me right in the face?" the HYDRA soldier asked, bitterly as he chuckled. "Big mistake on your end, kiddo! Now you're gonna get it!" he bellowed, as he charged at her.

"Bring it on, barf face!" Kaite dared,

"Why you!" the HYDRA soldier said, as he kept on charging and other ones fallowed him to attack her. One tried to get at her from behind, but she dodged it and shot a few web-lines and yanked them into the air, spun them around in circles. After she landed on her feet, she used a standing side kick on tw of them, punched a few more in the jaw, knee kicked one in the gut, and yanked another down with her webbing. One of them tried to shoot her, but she jumped out of the way and clings herself to a nearby wall. Coulson's team was amazed by how she did all that. Kaitlyn, now calling herself Arachnid then took the last one in the room down with move she saw be used before. She hit him perfectly in the chest and then she removed his helmet and punched his eyes and nose. She got up and turned around denoting that the room was all clear.

(Song ends)

"Holy shit." Lance said, feeling impressed. "She took them all down without even breaking a sweat."

"Incredible." Fitz added.

"Marvelous." Simmons agreed.

"Katie, that was badass." Mockingbird said, as she shook Arachnid's hand.

"Nice one, luv." Lance added.

Coulson stepped out from behind the barrier he made, "Great job Katie." Coulson said.

"Thanks guys!" Kaitlyn responded.

"I guess we didn't see that one coming." Fitz said.

"No, we really did not." Simmons added.

Just then, they saw noticed that something was rattling the air vent. They turned their heads and waited for whatever came out, and it turns out it was Scarlet Spider, Spider-Woman and Kid Arachnid who had just been navigating the ventilation systems of the building.

"Hey, guys!" Scarlet said. "Did we miss anything out?"

"Scarlet Spider, Kid Arachnid and Spider-Woman. How long we're you three in that air vent?" Coulson asked.

"What do you mean how long were we in there?" Miles said, complained. "We just got here!"

"Chill out, Miles." Scarlet, reassured the spider from another dimension.

"Sorry. Just worked up a little." Miles said, apologetically.

"It's alright, Miles." Coulson said, understanding the boy. "We were still in a state of shock when Kaitlyn Rogers unveiled her spider powers."

"Spider powers?" the three of them asked in unison.

"Yeah." Coulson replied.

"Okay, that was totally weird." Spider-Woman said, as she got a good look around the room.

"Most likely, yes." Simmons said, agreeing with the redhead Symbiote girl said.

"How are Quake and Sparkplug doin'?" Miles asked, as he went over to the unconscious Inhumans.

"They're unconscious and powerless for the moment due to an Anti-Inhuman weapon that HYDRA used on them." Kaitlyn said.

"Okay. Now that we're all here, how about we give Spider-Man and the others a hand to kick some super villain asses, free everyone here Mesmero's mind manipulation and force that bastard to switch Spidey and Widow back to their original bodies?" Scarlet asked.

"Sure thing, Scarlet Spider." Coulson agreed to that, and they all raced over to a spot where Spidey might be in.

Outside the Triskellion, Black Widow (in Spider-Man's body) was still going at it with Yelena Bleova, Falcon was assisting She-Hulk with taking down more HYDRA agents and some of their Hulkbuster units, Red Hulk, Skaar and A-Bomb were doing their best to bring Devil Dinosaur to his senses. Hulk got knocked to ground by Abomination and The Leader, but did his best not to lose the fight.

"What's wrong, Hulk?" Leader asked. "Having trouble taking on the two of us at the same time?"

"Shut up, you idiot!" Hulk shot back. "Your insults are only making me more angry!"

Abomination went and hit Hulk in the jaw. "Like I care you fool!" he said.

A-Bomb got onto Devil Dinosaur's head and began pounding it.

"D.D. snap out of it! Stop!" he said, but Devil threw him off his head, causing him to fall on his back.

"It's no use trying to snap him out of it, Rick!" She-Hulk said. "We'll have to put him down to sleep, or at least get Mesmero to do it!"

A-Bomb thought that idea was crazy, but it might be crazy enough to work. "Okay, maybe you're right!" the blue boy said.

Red Hulk kept on using his pistols to blast some HYDRA agents away. "Which means we gotta smash through those puny HYDRA clowns and that stinkin' Sinister 6 too!" he said.

"Skaar slash bad guys for Dino!" Skaar said, as he waved his sword around against the HYDRA agents.

Natasha was doing her best to get the better of Yelena, but was having a little bit of trouble trying to get her to fall on her back. "Face it, Natasha! You can't vin!" the blonde Russian said, as she grabbed her from behind. "I vill kill you and take my rightful place as the one, true Black Widow!"

Natasha elbowed Yelena in the ribs and tossed her to the ground. "Over my dead body, bitch!" she said, again. "Or better yet, I'll go through it with this one." she then shot a web-line from her wrists and yanked Yelena over to her, and punched her in the gut.

"You'll go through me with Spider-Man's vebbing! Ha!" Yelena scoffed. "Don't make me laugh!"

"Oh, you're not laughing, Yelena. I am." Natasha said, slyly as she flung herself over to Yelena's face to knock her out with one punch. "She'll be temporarily knocked out, but not for long." Natasha then looked at Falcon who took out the HYDRA soldiers below him, next he used his feather darts on them to bound them to the ground floor. "Falcon, you finished taking them down?" she asked.

"Yeah, but there will be more when we get inside!" Falcon said, zooming past them.

"Then we'll have to take that chance!" Widow said. "Now come on! Let's join Spider-Man and take the fight to Red Skull, Mesmero and the Sinister 6!"

"But what about the Hulks?" Falcon asked.

Hulk held up his defense against Abomination and Leader. "Just go! We'll catch up with you two!" Hulk said.

"We'll join you after we kick their asses!" Shulkie said.

"Okay, we're goin' now!" Falcon said, as he and Widow (in Spider-Man's body) went inside the Triskellion to meet up with the web-head and anyone who was not hypnotized by Mesmero.

But just as Yelena was about to pursue them, she was haled by some kind of shuriken. She looked behind her and saw a young man dressed in a blue outfit with the American flag on his shoulders riding on a hover board. He had a a mask covering his face, except for his hair. And with him was Iron Patriot. The two of them whisked past Abomination and hit the Leader off of his platform.

(A/N: I had to make an alternate American Son outfit for Harry Osborn. This one was inspired by the outfit he had as the New Goblin in the Sam Raimi Spider-Man trilogy.)

"Hey guys! We're just flyin' through!" the boy said.

"We're here to settle the score with Octavius who nearly destroyed our family!" Iron Patriot said.

"Family?" Hulk asked, as Iron Patriot lifted up his mask, and the boy on the hover board's mask retracted revealing the faces of the Osborn man and his son.

"NORMAN AND HARRY OSBORN?!" Hulk and Widow (in Spidey's body) exclaimed.

Leader got to his feet and got a good look, as he recognized the man in the patriotic Iron Man suit. "Revenge against Octavius? Ha!" he scoffed. "How feeble minded are you, Norman? You're still holding a grudge against him because he turned you into a Goblin-like monster?"

"SHUT UP, STERNS!" Iron Patriot said, as he shot a laser blast at him. "Hurry up and let's dispose of them, Hulks! We're running out of time!"

"I couldn't agree more!" Hulk said, agreeing with what Norman said. "TIME TO SMASH!" And so Iron Patriot and his son zoomed to join the fight.

Back inside the Triskellion, Spider-Man (in Black Widow's body) along with Iron Fist, Power Man, Nova, White Tiger and Squirrel Girl kept going through the building until they reached Nick Fury's office, but it was then that they were intercepted by the Sinister 6: Kraven, Electro, Beetle, Scorpion, Lizard and Rhino, who looked a whole lot different from Alex O'Hirn.

(Just Got Wicked by Cold plays)

"Uh oh, it's the Sinister 6!" Spidey said. "And they got a brand new Rhino as well!" he pointed.

(A/N: I'm using the body Rhino had in Spider-Man The Animated Series)

"That's right, web for brains!" Scorpion insulted. "We got a new Rhino to replace that whimpy old one, and as a bonus, he's strong enough to break every bone in that new body of yours!" he taunted.

"Oh please!" Spidey said dryly. "Don't hate me because I'm beautiful now."

White Tiger was not impressed. "Seriously, Spider-Man?" she asked. "Did you really have to say that?"

"You had to ask, didn't you Ava?" Spidey countered.

"Well, sorry!" White Tiger shot back.

Power Man let out a grieving sigh. "Ugh! Must you two argue at a time like this?" he asked.

"Yeah, you're friend is right, cut the crap out so we can kill all six of ya!" the new Rhino said, getting their attention.

"My thought's exactly, comrade." Kraven said to the new Rhino. "Because we are going to cut off all of their heads and make trophies out of them!"

"In this body? I don't fucking think so, fellas!" Spidey said, as he looked down at the body he was in, but refocused on the villains in front of him. "Go get 'em, guys! I got the Lizard!" he ordered as they all ran at them.

Power Man duked it out with the new and improved Rhino. "Okay, Rhi-newb! Let's see what you got!" he said, getting ready to fight.

"Gladly!" Rhino said, as he charged at the hero with unbreakable skin, and Power Man locked up with him the way a wrestler would.

White Tiger had been waiting for the day she would get her claws on Kraven and get justice for her father, the previous White Tiger. "Looks like I'm going to skin that beautiful fur off you after all!" Kraven said, tauntingly.

"Don't count on it, Kraven." White Tiger said, as she pounced at him and began scratching his face.

Iron Fist went to fight against Beetle and Nova went after Electro.

"It looks this is between you and me, Beetle." Iron Fist said, "May the best fighter win."

"I plan to." Beetle said back to the Kung-Fu master. And so, Iron Fist slammed his fist against Beetle's mask and then went for his leg.

"I call dibs on Electro!" Nova remarked.

"Oh, your calling dibs alright!" Electro taunted, as he shot his electrical energy bolts at the human rocket. "Dibs on getting shocked!"

Nova was quick to dodge the blast the electric powered villain. "Whoa! Holy shit!" he said.

Squirrel Girl was getting ready to attack Scorpion, much to the villain's chagrin. "Aw, c'mon! I gotta fight Squirrel Girl!?" he complained.

"What's the matter, Scorpy?" Squirrel Girl taunted. "Are you scared of getting beat up by little old me? I think you're chicken!" she insulted the villain.

"Why you!" Scorpion felt like Squirrel Girl hit a nerve. "I'll show ya who's chicken when I get done with you, brat!" he shouted, as he swung his tail at her, she did the same thing to his face after she dodged his tail.

Spider-Man (in Black Widow's body) was doing all he can to get the better of the Lizard, and to find a way to turn him back into Curt Connors. "Sorry I have to stop you Doc, but it's for your own good!" he said, trying to block the Lizard's jaw from seeping onto his shoulder. "And try not to sink your teeth into this body while you're at it because it belongs to Black Widow. And I really like it too!" Nova just stared at this with a bland face, while everyone else was amazed by that so much they mouthed a gape. As did the villains. "What, I really do!" he said, only to get whack by the Lizard's tail.

"Moron!" Nova insulted.

"Shut the fuck up, Nova!" Spidey countered.

"YEAH!" Iron Fist, Power Man, White Tiger and Squirrel Girl said in unison.

This made Nova huff and puff. But, oddly enough, Scorpion agreed. "Uh, yeah. What they said." he added.

This made Spidey shocked. "Awkward!"

"Yeah, it is." a female voice said.

"What?" Scorpion turned around and got backfisted in his kisser by Black Widow (in Spidey's body) as the fight resumed. Falcon followed her in there and used his feather darts on Kraven and Electro.

"Oh, hey, Black Widow!" Spidey said, feeling like he was about to become Lizard's chew toy again, but he turned the tide and shoved the creature off of him. "Nice of you and Falcon to join us."

"Same here." Widow said, as she blew a kiss to Spidey, making him blush.

Squirrel Girl was impressed by how Widow entered. "You sneaked in here like a ninja, and then POW! Right in Scorpion's face!" she said. "Awesome!"

"Hey, I'm a spy and one of S.H.I.E.L.D.'s top agents." Widow said. "That's what I do, besides being a superhero."

Widow and Falcon turned their attention to one of the villains in the room. "Hey, aren't you the new Rhino?" he asked. "Because, you look different from the last one."

"Yeah, only I'm better than the little weakling who got cured back into a human being again!" Rhino bragged after he rammed Power Man.

"Whoa! Damn, you're strong!" Power Man said, as he got back up. "Yo, Falcon! Tag team?"

"Way ahead of you, Power Man!" Falcon agreed and the two of them went for a double team move on the big gray felon. Falcon used his feathers and then he sent Redwing, his mechanized bird to stall Rhino.

"Ha! Is that the best you can do?" Rhino taunted.

"Not even close!" Falcon said.

"But my fist is!" Power Man said, as he punched Rhino in the jaw and knee kicked him in the horn on his head.

"Ha!" Rhino said, feeling ready to go at them again. "That's more like it! Now come on!" he said, signaling them to 'bring it'.

Iron Fist continued to confront Beetle, who was using his own martial arts. "Impressive technique, Beetle." the Kun Lun student said, as he gathered his focus and charged up his fist. "Now, I'm going to resort to one of my special moves." he ran at the villain.

"Oh, vomit buckets!" he cursed himself.

"SPIRIT OF THE DRAGON!" Iron Fist used some form of spiritual attack, and knocked Beetle up into the air, and then as Beetle landed back on the ground, Iron Fist went for another special move.

"Damn, that was bright!" Beetle stated.

"Oh, there's more. FISTS OF FURY!" Iron Fist shouted, as his hands filled with Chi again, but this time he used both of his fists to knock him into the air, but he landed back on his feet. "Hmm, quite persistent, aren't you?" he wondered.

"Damn straight!" Beetle countered.

(A/N: Those were moves Iron Fist used in Marvel Vs Capcom 3. I really want to get that game.)

Nova was still having his hands full with Electro, who kept on zapping at him with his electric blasts, which did not it him at all.

"Seriously, Electro. You can't even hit me, much less shock me!" the human rocket taunted as he flew around Electro until he finally got hit.

"Gotcha, Nova!" Electro said, as one of his blasts hit the boy. "That big mouth of yours just got you into a world of shit!"

"Oh, yeah?" Nova then fired his blasts and so did Electro, however the force of the blasts was so strong, it caused both of them to be knocked back into the walls. "Woah! That blast collusion we did was totally mind blowing."

"Yeah, totally cool." the electrical villain said.

"Good." Nova shot Electro with his Nova Blasts. "In your face you electric retard!"

Electro was enraged by that statement. "Why you!" he said, as he shot back at him.

"Ow!" Nova winced. "Me and my big mouth!"

"No one calls me a retard and lives!" Electro shouted. "YOU'RE DEAD MEAT PUNK!"

"Bring it on!" Nova said, as he continued to fight off the electric powered villain.

White Tiger gave it her all to get the best of Kraven, as she kept dodging his daggers and kicked him to the side of the neck and kept attacking him in full fury.

"Well, I got to say, White Tiger. You're even more aggressive than the last time we fought." Kraven taunted. "I like my animals aggressive. That makes me even more deadlier and ruthless."

"News flash Kraven: you're fucking with the wrong animal!" White Tiger snarled, as she kicked him in the ribs.

"I disagree." Kraven got out his crossbow and began to shoot at her, but she dodged them anyway.

Squirrel Girl and Black Widow (in Spider-Man's body) were doing a good job getting the better of Scorpion, who kept using his tail on them.

"What's wrong Scorpion? You getting your ass beat by girls like us?" Squirrel Girl taunted, as she mentioned her and Widow.

In her thoughts, Widow said, "And here I thought Spider-Man was the quippy one. Hmm, guess not."

Scorpion was so enraged by this. "Alright, ladies! Playtime's over!" he shouted. "THE KID GLOVES ARE OFF!" He shot some acid out of his tail, which the female heroes dodged.

"Excuse me but mind if I kick in?" a voice said, as Scoprion turned around and saw Mockingbird coming at him and kicked him in the face, sending him right into the wall.

"Ah! You bi..." Scorpion nearly insulted the blonde woman, only to get hit by her staff.

"Ah, ah, ah! No need to be sexist with the B word pal!" Mockingbird taunted.

"Oh, hey, Mockingbird!" Squirrel Girl said, feeling happy to see her.

"Hey Squirrel Girl." Bobbi said back to her.

"Bobbi, where are Coulson and the others?" Widow asked.

"Right behind you, along with Scarlet Spider, Spider-Woman and Kid Arachnid." Coulson said, as Widow looked behind her and noticed the Coulson and his team was already there.

"Perfect Timing guys!" Spidey said, as he socked Lizard in the jaw. "I'm still adjusting to being in Black Widow's body while dealing with Lizard at the same time! Especially when this body is just as agile as mine!"

Miles was a little bit freaked by this rovltin' development. "Okay, am I the only one freaking out by hearin' Spider-Man's voice comin' out of Black Widow's mouth?" he asked.

"Nope." Spider-Woman said. "I'm just getting used to seeing weird stuff in my life."

"Where are Quake and Sparkplug?" Spidey asked.

"Unconscious with their powers neutralized thanks to an Anti-Inhuman weapon HYDRA built." Coulson replied. "They'll be alright."

Fitz got his kit out and pulled an injection gun out. "And, we got the antidote for Dr. Connors." he said.

"That's good to know, Fitz." Spidey said, as he began to plan it out. "Widow, you, Scarlet, Miles and MJ help me restrain the Lizard so Fitz and Simmons will inject the antidote into Doc Connors. The rest of you will give Power Man, Nova, White Tiger and Squirrel Girl a hand with the rest of the Sinister 6. And try to stay alive, because these guys are no pushovers!" he ordered.

"You're telling us!" Mack said, as he partnered up with Power Man and Falcon.

"Sweet Christmas!" Power Man said.

Scorpion was utterly annoyed by Power Man's catchphrase as the other members of the Sinister 6 got back to their feet. "Must you keep saying that shit?!" he complained, only to get punched in the eye by Power Man.

"Shut up chump!" the boy in yellow, black and silver said. "It ain't my fault that my catchphrase is better than you!"

Scorpion now felt really angry, "You know what?! Fuck this shit!" he said, bitterly. "Let's just kill 'em all!" he armed his tail, While Kraven got out a spear, Beetle armed his rockets, Electro charged up and Rhino revved his feet.

"Ha ha! Music to my ears!" Kraven said, as he tore away his coat.

"My ass!" Spidey said, sarcastically.

"Don't you mean, my ass!" Widow asked.

"Language, Black Widow!" Nova said, only for Widow to get up in his face.

"Shut up before I go all dominatrix on you wearing bunny ears." Widow hissed, making the Human Rocket squeal with fright.

The very thought of it made Nova have a horrifying fantasy about Widow tying him up, and hitting him with a whip, dressed in a leather costume wearing bunny ears on her head, laughing insanely. "AHHHHHHHHHHH! No! Not the bunny ears!" he screamed. "Anything but that!"

"Okay, guys, let's get to it!" Spidey refocused everyone's attention on the task at hand. Spider-Woman, Kid Arachnid, Scarlet Spider and Widow got to restraining the Lizard, which was not so easy a task. He tried swishing his tail around, but to no avail, which gave a window of opportunity for Leo and Jemma to inject the antidote into the Lizard. He shoved them away though but Spidey used Widow's glowing batons on him in order to knock him out. Power Man, Mack and Falcon all triple teamed Rhino, Squirrel Girl and her little friends along with Mockingbird got the better of Scorpion, Nova and Lance Hunter got to lay-eth the smack-a-down on Electro, White Tiger nearly got trampled by Kraven until Arachnid shot her own webbing in his face, making perfect time for her to knock him down and Coulson started helping Iron Fits neutralize the Bettle.

(Song Ends)

"Well, guess that takes care of them for now." Spidey said, wiping his hands off.

"Are you two alright?" Scarlet asked.

"I think so." Widow answered.

"Long story short, Mesmero used his powers to cause us to switch bodies." Spidey added.

"We already knew." Coulson stated. "Scarlet told all of us what happened to you both."

"I was there last night in the park when it happened." Scarlet told them.

This stunned both the switched Spiders. "But why?" Spidey said.

"It doesn't matter why I was there. It's pointless to discuss it right now." Scarlet said. "All that matters right now is that we need to beat the bad guys, get Mesmero to switch you two back and free everyone from his mind manipulation."

"You're right, Scarlet. We still got a job to do." Spidey said, as he turned his head towards Nova. "As long as buckethead over here stops staring at Natasha's body, of which I am still trapped in."

"Sorry!" Nova said, letting out a grieving sigh. "I got distracted by Black Widow's huge boobs." he admitted, causing everyone to give him the stink eye, while Mockingbird rolled her eyes and shook her head. "What? They're really huge!" he remarked only to get kicked in the gut by Black Widow (in Spider-Man's body).

"I'm warning you, buckethead." Widow hissed, reminding him of that horrible fantasy he didn't want to have.

Kaitlyn cleared her throat and got ready to break the ice. "Excuse me guys, but don't you think that..." she asked but got stopped by Phil.

"Oh sorry Katie." Phil said, before he introduced the new female Spider. "Everyone, this is Kaitlyn Rogers, who is currently taking on the identity of the Astonishing Arachnid."

Mile felt a little jealous. "Hey, whoa, whoa, hey!" he said. "If she's the Astonishing Arachnid and Spider-Man is Spider-Man, err, Black Widow or whatever, then what does that make me?" he complained.

"We'll discuss it another time Miles." Spidey said. "Right now, we resume our task of taking down Mesmero, Red Skull and Doc Ock! So, let's get a move on!" he said, they agreed and they all bolted off to Nick Fury's office.

Just then, Scarlet heard a beeping sound coming from his wrists. He looked at his 'watch' and saw a message.

"Aw, crap baskets! At a time like this?" he moaned.

"What is it, Scarlet?" Spidey asked.

"Oh, I just got a message on my wrist device. Someone anonymous sent it to me and now, I don't even have a clue on who sent it to me." Scarlet replied to them.

"Wait. Where did you get a smart watch?" Kid Arachnid asked, feeling bewildered. "That looks so fancy and modern like one of those iWatches that's been sold worldwide." he soon went from bewildered to impressed.

"It's a long story, Miles. I'll tell you more when I get the chance..." Scarlet looked at the message he just opened. "You have got to be messing with me." he said, to himself.

"What's wrong?" Widow asked.

"Someone's been imitating an asshole named Truman Marsh." Scarlet said, revealing a name that Black Widow was familiar with.

"The Government stooge that nearly destroyed the entire world and bullied us Avengers just because we're doing our best to protect the people that live in it?!" Widow asked, venomously.

"Yeah, that guy, but he was imitated by an impostor out of the blue." Scarlet stated. "Sorry guys, but I gotta bolt."

"No wait!" Spidey tried to stop him. "You said you were gonna help!" he complained.

"Yeah, I did!" Scarlet shot back, carefully. "But I'm needed at Avengers Tower where the impostor posing as Truman Marsh is right now! Don't worry about me!" he re assured, as he ran and shot his webbing. "I'll come back after I take care of him! Go on without me!" and so off he went to confront the impostor.

"But Scarlet..." Spidey begged for him to turn around, but Widow stopped him.

"Worry about him later, Spider-Man." Widow patted Spidey on the head, even if it was her's that he was trapped inside of. "We need to get to Fury's Office and confront those bastards."

"Wrong!" a voice said, as more HYDRA goons showed up, with their guns held high. "This is a far as you go! YOU SHALL NOT PASS!"

Spidey let out a frustrated sigh, "Oh, great, more of those damn HYDRA bastards?" he complained.

"Damn!" Mack said. "They always have to do that adding and multiplying while we're subtracting and dividing them all!"

"You're damn right we are punk!" the HYDRA goon said, about to fire his gun. "And it looks like it's back to the old drawing board for you!" but just then Spider-Woman used her Symbiote tendril to knock them back and swipe their weapons to smash them into pieces. "Ah! Fuck!"

"Yeah, for you HYDRA buttholes!" Spider-Woman said, as she used some webbing bullets on them and got them in the face, while Kid Arachnid used his electric fists on them.

Spidey seem somewhat impressed by his childhood friend's improved combat moves. "Mary Jane, what are you..." he was stopped mid-sentence.

"You guys go!" Spider-Woman said, instructing them to carry out the plan. "Kid Arachnid and I will keep 'em busy, Spidey! You and Black Widow still gotta switch back to your own bodies, remember?"

"Yeah, she's right!" Miles said, as he turned his head to the body Spidey was trapped in. "And judging by the size of Natasha's tata's, she might wanna consider gettin' a reduction before her body'll end up givin' her a backache." he then back-flip kicked a HYDRA soldier, only to get yanked by the ear by Natasha. "Ow, my ear!"

Natasha squeezed on his ear very hard. "Watch what you say about my body, young man." she wagged her finger. "Otherwise, I'll pull that ear of your's out of your socket." she hissed venomously.

Spidey panicked and said, "Easy there, Nat! That's my Spider strength your using on him!"

Natasha took a deep breath in and blew out. "Yeah, you're right! I'm sorry!" she apologized.

"That's better." Spidey said, letting out a sigh of relief. In his thoughts, he said, "Man, Natasha nearly used my Spider strength to pull Mile's ear clean off. I'd hate to have to explain that to his mom."

"Good. Now get moving!" Spider-Woman said, as her and Kid Archnid got to beating up the HYDRA soldiers while the switched Spiders, Web-Warriors and Coulson's team were about ready to got to Fury's office.

"You heard the lady, let's go!" Coulson said as the all bolted.

"Join us when you're through!" Spidey shouted back to them, as he ran off. "C'mon, Nat! Let's kick some ass and get our bodies back!"

"Right behind you, hun!" Widow said, as the two of them began holding hand's while they were running.

"Good luck guys!" Spider-Woman added, as her allies went to get back to the way they were before.

When Scarlet Spider arrived at Avengers, F.R.I.D.A.Y. let him in and in the training room stood a young man who looked Hispanic in origin. He had short black hair, brown eyes and was dressed in a black outfit with red on the upper parts and silver on his abs, biceps and elbows. This was Dante Pertuz, also known as Inferno, he was an Inhuman who can generate the power of fire, and when he really needs to gear up for battle, he turns into a lava golem.

"Hey, Scarlet Spider!" he said, greeting him.

"Inferno?" he wondered. "What the hell are you doing here?"

"I'm here to give you a hand in dealing with the bogus Truman Marsh who's been running roughshod around here." the Spanish-American Inhuman stated.

"Good timing, Dante! Let's do it to it!" he said, as the two heroes raced to find the impostor. "So, is there anyone else who could be willing to help us catch the phony Truman Marsh?"

"As a matter of fact, yes." Dante said, "Let's see if their available." Dante said, pressing his new comm-link on his wrist to see who he could gather.

By the time our heroes got to Nick Fury's office, they saw him injured and bound to the chair while Red Skull, Doc Ock and Mesmero were in there as well, and they felt startled when the cavalry came barging in.

"Today's forecast is a severe rain of party crashers!" Spidey said, putting his fists up.

"Ah, it seems zhat you've arrived in time for all of you to sign your death warrants, facing superior beings like myself!" Red Skull taunted as they all stood battle ready.

"Wrong, bonehead!" Widow shot back. "We're here for payback!" she pounded Spidey's fists together.

"Party's over, chumps! This is personal!" Spidey added.

"Indeed it is personal, Spider-Man." Ock said, feeling cocky. "And I'll be more than pleased to make sure that your switch with the Black Widow is permanent."

"Shut up Ock!" Spidey countered, verbally. "I'm getting sick and tired of your constant crap!"

"What?! How dare you!" Ock yelled.

"Enough!" Fury broke his silence. "You're givin' me one helluva migraine with all of that constant voice raising!" he shouted, before feeling a little bit of pain in his body.

"Looks like I'll have to buy you some asprain when this is over, Fury." Spidey said.

"Spidey, not helping." Natasha whispered to him.

"Aw, man!" the web-head complained.

"Spider-Man? Romanoff? What happened to you two?" Fury wondered. "Did you two switch bodies?"

"Yep, they did." Nova pointed out. "Spidey's one lucky guy being in a body of a hottie like Black Widow." the switched Spiders gave him the stink-eye again. "What? He is!"

Spidey deadpanned." Ugh! Could someone please pass me the duct tape so I can stick it to Nova's lips and Doc Ock's mouth?!" he demanded. "And no, it's not that hormonal imbalance thing."

"Wow. Sorry." Nova huffed.

Fury realized that part of what Nova answered was true. "Mesmero? You did this to them?!" Fury demanded an explanation.

"Of course, you bald headed baboon!" Mesmeron insulted the S.H.I.E.L.D. Director. "I thought about letting Spider-Man get in touch with his feminine side."

This sort of comment left the web-climber very angry. "MY feminine side!? YOU try having huge boobs on your chest!" he shot back. "It's attracting all the attention to me from everybody, including White Tiger!" he mentioned before turning his head Fury. "And believe me, you don't wanna know."

"Yeah, I really don't." Fury firmly stated. "Anyway, beat these damn fools down and get me untied!"

"Coming right up, Fury!" Spidey said as he and the others ran over to help him, only to get ambushed by the hypnotized Avengers, Melinda May and Yelena Belova, who had recently went in after them while Hulk and his Agents Of S.M.A.S.H. were busy helping Iron Patriot and American Son fight against the Leader, Abomination and the brainwashed Devil Dinosaur.

"Not so fast, govnyuk!" Yelena said as she insulted the teenage boy in a woman's body. "Ve're not finished yet!"

"Damn straight, we ain't!" a voice said behind them, revealing itself to be Scorpion, Rhino, Kraven, Electro, Lizard who gad gotten back on his feet and Beetle who had followed them after they were knocked out. "Looks like we're gonna have all of your stinkin' heads rollin' all over the ground!"

"Which is why I've brought a machete with me!" Kraven said, pulling said weapon out of his holster.

Electro charged up his fists again, "Your all dead meat now! DEAD MEAT!" he shouted.

"Ve have you all surrounded!" Red Skull tuanted our heroes. "It is pointless to fight back!"

"Surrender Spider-Man! It is the only logical thing to do." Ock said, trying to force

"Dude, you're making the ghosts spin in their graves!" Spidey hissed.

That left Otto disgruntled. "Then I'll dig another one with your name on it!" the madman with the tentacles said.

Widow (in Spidey's body) blocked Otto from approaching her boyfriend any further. "With his brain in my body? I don't think so, mister!" she fired verbally.

"Zhen, let's agree to disagree." Yelena said as she readies her pistols and was about to shoot the swapped Spiders but then Abomination came flying through the wall and landed right on his back.

"Abomination, vhat is zhe meaning of zhis?" Red Skull demanded an explanation.

"We are, Red Skull!" a voice said, as the smoke cleared and in stepped Hulk and She-Hulk. "And we're here to even the odds!"

Spidey and Widow felt relieved to see the jade smashers come to the aid of their allies. "Sorry about the wall, Fury." Shulkie said, apologetically. "I guess we get carried away with the smashing and smashing and smashing and sma..."

Spidey stopped her mid-sentence, "Okay okay, Shulkie! Cut it out!" he said. "You make it sound like someone's having sex!"

She-Hulk felt embarrassed by the way she acted. "Sorry! I couldn't help myself! Sheesh!" she said, countering Spidey's tone.

Abomination got up to his feet and let out a guttural roar. "I'll break every bone in your bodies for this, Hulks!" he shouted.

"Speaking of vhich, you've given me a fascinating idea." Red Skull said to the scaly villain, he then turned his head to the hypnotist. "Mesmero, svitch zhem!" he ordered.

Mesmero chuckled and clucked, "With pleasure, Red Skull." he activated the hypnosis stone on his head, and Spidey was afraid of this.

"Uh oh!" he said, getting ready to warn them. "Hulk, Shulkie, Get away form..." he was stopped in mid-sentence by Mesmero.

"Too late!" Mesmero said, as he his Hypno eye got to the two Hulks. "I already got them!" Mesmero laughed evilly.

By the time the Hypnosis eye on Mesmero's head stopped, both of the Hulks felt a little discomforted. "Ah! My head! Did Mesmero do what I think he did?" Hulk asked, but felt as though something was completely off. "I feel a little slim but still huge." he then looked down at himself. "And, why do I have...boobs?"

She-Hulk also felt groggy, but tried to regain her composure. "Okay, would somebody give me an aspirin?" she asked. "Mesmero just gave me a head...ache?" she soon noticed that her voice was coming out of the body of her own cousin and vice versa.

This made Falcon shocked with disgust and weirdness at the same time. "Aw Hell no!" Falcon said. "That's just downright a whole lotta wrong!"

The two Hulks got a look at each other.

"Jen?"

"Bruce?" they both asked each other, before they screamed at the top of their lungs.

"Ah! I'm you and you're me!" Hulk (in She-Hulk's body) said, before turning his head to his allies. "What happened to us, Spider-Man?"

"Aw, man!" Spidey panicked. "Mesmero made you two switch bodies!"

"Switch bodies?" Hulk and She-Hulk said in unison. "Oh shit!"

"No way!" everyone said at the same time.

"Sweet Christmas! Now we got switchin' cousins!" Power Man stated.

She-Hulk complained about this, "First it's Spidey and Black Widow! And now it's me and Bruce?!" she pointed out the situation.

"Crap!" Hulk said. "Betty's not gonna like this!" he then turned his head to the hypnotist. "Switch us back, Mesmero or I'll smash you with She-Hulk's hands!" he demanded, with that signature anger in his eyes.

"Not if I smash him first, big boy!" She-Hulk (in Hulk's body) said, as she got ready to pound Mesmero as well.

(High Roller by The Crystal Method plays)

"Wrong!" Abomination said, as he kicked the now switched Hulk cousins in the faces, sending both of them flying back outside. "The only ones who are going to get smashed are you two instead!" he began dragging the swapped Hulks back outside of the building.

"Thor, assist the Abomination in destroying the Hulks!" Red Skull ordered the brainwashed Thunder God. "Ve vill deal vith Spider-Man and his fellow heroes!"

And so, the brainwashed Thor went off to deal assist Abomination in fighting the Hulks. Yet, Spidey wiped his forehead, "Whew! At least we won't be fighting Thor. That guy is strong." he remarked with a smile on Natasha's beautiful face, only to get slapped in the back of the head by her.

"No, Spidey." Widow said. "We got a lot of bad guys to deal with."

"I know that!" Spidey said, raising his voice. "I was talking about Thor!"

"Don't raise your voice at me!" Nat shot back.

"I'm not! I'm just..." he tried to finish the sentence, but was ultimately cut off by Red Skull.

"ENOUGH! DESTROY ZHEM ALL!" he yelled ordering the brainwashed Avengers, Melinda May and the villains.

"This is all your fault!" the two Spiders yelled at each other.

"Just shut up and fight them already!" Fury shouted at them both.

"SHUT THE FUCK UP FURY!" the swapped Spiders shot back, but got to fighting the villains, alongside Coulson's team and the Web-Warriors anyway.

As our heroes and their allies were busy dealing with the problem inside the Triskellion, A-Bomb, Red Hulk and Skaar had their hands full trying to snap their pet, Devil Dinosaur out of the spell he is under while Iron Patriot and American Son dealt with the Leader.

"Sorry D.D. but we'll have to..." A-Bomb nearly finished his sentence, but he was cut off when .

"Just shut up so we can knock him out for cryin' out loud!" Red Hulk said.

"I'll kick your annoying red hot chill pepper ass when this is over, Red!" A-Bomb argued.

"Up yours, you blue skinned piece of turd!" Red shot back.

Skaar placed his sword in the middle of them, drawing the line. "Bicker later, smashing now!"

"Alright, alright already, Shaggy!" Red complained.

"Triple whammy?" A-Bomb asked.

"Triple whammy!" Skaar replied.

"Fine! Triple whammy it is!" Red Hulk agreed, and the all went and hit the giant T-Rex with everything they had, and it was just enough to knock Devil Dinosaur out, and then he tipped back and forth until at last he fell down.

"Guess that takes care of the brainwashed Dinosaur problem." Red Hulk said.

A-Bomb went over to the now unconscious Devil Dinosaur, and pet his scales. "Sorry about knocking you out boy, but you'll thank us later."

"So, um...Who's next?" Skaar wondered.

"The Leader's next, Viking for brains!" Red stated, as the lot of them turned to Iron Patriot and American Son facing off with the man floating on the platform.

"Hey, Leader! How about we drop you on your big head?" A-Bomb taunted.

"I don't think so, blue boy!" Leader countered. "Take a lookity-loo and see what Abomination is doing to doing to your friends!" he pointed up at Abomination and the Hulk cousins falling out of the Triskellion and back to the outer workings of the place. After the three of them crashed onto the ground, the began fight against the scaly Gamma mutant again.

"Dammit!" Hulk (in She-Hulk's body) said, feeling like he couldn't control his balance. "I can't get around to adjust to this body's center of gravity!"

"Yeah, my body's center of gravity!" She-Hulk (in Hulk's body) corrected. "I haven't gotten used to being you either you lunkhead!" she insulted her cousin, and then they broke into an argument.

"Shut up, Jen!" Hulk shot back. "That smart mouth of yours has gotten you into trouble more times than you can count!"

"Hey! My smart mouth has won more cases than all the variables that you counted genius!" Shulkie barked. "And I also have every muscle in my body to back up my words as well!"

Abomination took the chance go after them. "Jen, look out!" the green Avenger warned, but was too late. Abomination had already began fight against the jade giantess (in her cousin's body) and fought against her. "I gotta stop Abomination before he kills her!" Hulk said as he bolted off to confront his nemesis.

"Oh, I'm killing her alright! You will die with her!" Abomination bragged, much to Leader's frustration while Iron Patriot was getting the better of him.

"Stop gloating and finish them off you moron!" Leader said, insulting the scaly gamma mutant. "You're wasting valuable time!"

"Just shut up and quit rushing me, you big-headed numbskull!" Abomination countered with an insult of his own, making the Smasher's baffled by this.

"Who're you calling a numbskull, you imbicile!?" Leader shot back.

A-Bomb saw an opportunity and he and the Smasher decided to take it. "Let's take advantage of this while their bickering!" he said.

Red Hulk had a grin on his face. "Oh yeah, let's move!" he said, grabbing his guns and got ready to charge at the two bickering villains.

Skaar then looked up and saw the hypnotized Thor flying right at them. "Uh, oh!" he said, as Thor hit them with a lightning strike.

"Aw, man!" the blue boy complained. "Now we'll have to get through the mind controlled Thor? Shit!"

"This getting worse!" Skaar said.

"No shit, captain obvious!" Red Hulk remarked. "We can already that this situation is getting worse by the minute!"

"Yeah?" Hulk (in She-Hulk's body) said. "Well, I'd like to see you put yourself in She-Hulk's body and dealing with what it's been through right now!"

"Aw, don't get Shulkie's panties in a bunch, greenie!" Red Hulk said, taunting the green rage monster (in his cousin's body), only to get whacked by Thor's hammer, and it also hit A-Bomb and Skaar before returning to the hypnotized Thunder God.

"Let's go down swingin' dudes!" A-Bomb said.

"Skaar ready to fight!"

"If we're goin' down, we're takin' him with us!" Red Hulk said, aiming his guns at the brainwashed prince of Asgard. He shot them at him, but they were deflected by his hammer. Thor was about to finish them off, but then a really big splotch of webbing came flying at him and got him in the face.

"Hey!" A-Bomb said, feeling the splotch nearly hit him and then, out of nowhere came Kid Arachnid and Spider-Woman to the rescue. Kid Arachnid used his bio-electric fists and Spider-Woman used her Carnage Symbiote to make a really big spike-ball and hit Thor with hit.

"What the hell!?" Red Hulk wondered as he did not recognize either one of them.

"Sorry, my bad, y'all, but we're running low on time here!" Kid Arachnid said.

"Who are you, kiddo?" Red Hulk asked.

"I'm Kid Arachnid, a Spider from an alternate universe." the younger Spider said. "So, how about you guys give Thor some licks before Spider-Woman knocks him out?" he asked.

"You guys have a Spider-Woman?" A-Bomb asked, feeling intrigued.

"Yep! That'd be me!" Spider-Woman pointed at herself. "I happen to be Spidey's childhood friend!"

"Cool!"A-Bomb said, as he, Skaar and Red Hulk all began to get a good look at her, much to her disturbed emotion.

"Okay, boys! You can stop gawking now!" the Symbiote girl said. "We have a Thunder God to KO!"

Kid Arachnid went after Thor ahead of the others, "C'mon already! We got a couple of licks to give him remember?" he said, getting their attention.

"Oh, I got a couple of licks to give him all right! A couple of good, hard-hittin' ones!" Red Hulk said, getting up to punch the Thunderer in the jaw, A-Bomb went into ball form and ran him over before hitting him in the knee while Skaar kicked him in the gut and punch him in the chest.

"Hey, Spider-Woman! We got him!" the blue boy said. "Now it's your turn!"

"Get a load of this, boys!" Spider-Woman used her Symbiote tentacle to whip the thunderer in the back and grab him by his foot, while Kid Arachnid used his electric fists again. Next the Symbiote girl made a wrecking ball and whacked Thor with it knocking him down. "Wow, I wasn't hard. Even though it wasn't easy either."

"Who cares?" Red Hulk said with a smile. "All that matters is that Thor is down for the count!"

"You two Spiders rock!" A-Bomb said, wrapping his arms around the two Spiders who wore black and red.

Back inside the Triskellion, Spidey, Widow, the Web-Warriors and Coulson's team kept on fighting against Mesmer, Red Skull, the hypnotized Avengers, Melinda May, Yelena Belova, Doc Ock and the Sinister 6. It looked like they were on the ropes until, Quake and Sparkplug arrived, recovered from the Anti-Inhuman weapon they were blasted with before.

"Quake, Sparkplug, you're okay!" Power Man said.

"Yeah, we're fine, Power Man." Sparkplug said. "Did we miss anything out?"

"Just that Scarlet Spider went over to Avengers Tower to stop a Truman Marsh impostor."

The two Inhuman S.H.I.E.L.D. agents were baffled by that, but refocused on the task at hand. "Okay, Power Man, I'll help you, Iron Fist, White Tiger and Squirrel Girl take down the Sinister 6." Quake said. "Lincoln, you help Bobbi, Falcon and Nova get the Avengers out of Mesmero's mind-control!"

"Got it!" Sparkplug agreed and went over to his fellow S.H.I.E.L.D. agents and the winged Avenger to try and snap Captain America, Hawkeye and Iron Man out of this mess.

Doc Ock and Yelena Belova were taking the fight to their respective enemies, while Spidey and Widow used the fighting style they had made while they were training at Avengers Tower earlier in the day. "Impressive display of fighting style and agility, Spider-Man!" Ock said. "But not superior enough to defeat me!"

Spidey felt disgusted by the way Doctor Octopus used the word that is currently haunting him. "Please! DON'T say the word superior!" he spat. "It's bad enough you were 99% close to ruining my entire life forever after what you did to me three days ago!" Spidey hissed right before Doc Ock shot his mech-arm at his new feminine body and threw him across the room.

"It would seem that I have finally gotten the better of you again, as usual!"

Spidey (in Widow's body) got back up to his feet. "Don't let it go to that shithole of a head of yours Ock, because I'll shove it up right where that brain of your will always have a place for you egotistical, narcissistic, obnoxious, self-centered, octoheaded motherfucker!" he threatened him by using an overload of insults.

"You'll pay for your insults Wall-Crawler!" Ock shot back.

"Hey, it's not my fault that you're the big booty of all my jokes!" Spidey quipped again, but then turned his head to Widow (in Spider-Man's body) who was doing all she could to get the better of Yelena Belova. "No offense Black Widow."

"None taken Spidey!" Widow replied. "Because I'd like to shove my foot up someone else's big booty!" she said, punching Yelena in the gut.

Yelena found this offensive. "My ass is not zhat big and fat like yours, you redheaded Russian cow!" she spat.

"Not only are you young and reckless, but you're also delusional, jealous and insane as well!" Natasha shot back.

"No, I'm not! You are!" Yelena countered as she nearly tipped the woman in the boy's body over, but she dodged with the enhanced reflexes she got after she switched with him.

"Looks like I'll have to put you in a straight jacket when this is over!" Natasha said, as she punched Yelena in the jaw again.

"No, you vill not!" Yelena got out her weaponry and Natasha aimed the web-shooters at the blonde Russian who wanted to replace her.

Power Man and Quake raced over to help Iron Fist, White Tiger, Nova and Squirrel Girl fight the remaining members of the Sinister 6. "Hey y'all! How you doin' beatin' the breaks out of these chumps?" he asked.

Squirrel Girl was getting bested by Lizard while her little furry friends nearly got chomped on by the mutated doctor. "Other than trying to keep my Squirrels from being eaten by the mind controlled Lizard? We're doing just fine!" she said.

"I'm good!" White Tiger said, as Kraven kept on swinging his machete at her, but she dodged it. "I'm just enjoying beating the crap out of Kraven again!" she added, feeling like she was enjoying beating him up.

"Which angered me much more!" Kraven said bitterly.

Scorpion was busy swinging his tail at Iron Fist who kept on using his whole Kung-Fu vibe to try and get the better of them poisonous villain.

"You spandex wearin' teenage punks pissed us off by kickin' our asses earlier!" Scorpion said. "Now it's payback time!"

"Forgive me for being blunt, Scorpion, but that is your problem. Not mine." Iron Fist stated.

"Why you!" Scorpion said, before shooting acid at the Kung-Fu user from K'un-L'un.

Quake went to confront Electro, and it looked as though he took a liking to her. "Heh, I'm surprised that S.H.I.E.L.D. had recruited very hot broads like you! Especially when she wears Nintendo controller gloves from the 90's!" Electro winked and clicked his tongue at the Inhuman hacker.

Quake rolled her eyes, brushing off the flirt by the villain. "Don't make me laugh, Electro." she said. "This isn't a video game, but it will be game over for you!"

"Oh that was the corniest crap I have ever heard!"

"Seiz the douchebag who can never get laid because he'll shock a woman to death!" Quake then kicked him in the gut.

"Oh yeah? Well, I'll shock YOU to death!" Electro fired his electrical bursts on her, but she got out of the way.

"Eat this!" the Inhuman hacker used her tectonic sound waves to make and earthquake happen out of nowhere and pushed Electro back a little bit.

The electrical villain was not impressed. "Ha! It's gonna take a lot more than...Ah!" Electro got hit in the chest by the tectonic blast she fired out of her gloves. "Ow! That's a good strike you got their lady!" he winced in pain.

"Thanks!" Quake then went to fight him hand to hand, and boy was she about to punish him for his actions.

Falcon, Mockingbird, Lance, Mack, Arachnid, Sparkplug and Nova were busy trying all the could to snap the Avengers and Melinda May out Mesmero's mind controlling madness, but it would seem that they were having a hard time. Mockingbird and Lance Hunter confronted Hawkeye by having Mockingbird attempting to hit him with her staff, only for him to block with his bow, yet Lance shot him with his Icer gun. Falcon used his feather darts On Cap, but he blocked with his Vibranium shield and Iron Man shot at Sparkplug and Lance with his repulsor beams and Mack and Arachnid were trying to keep agent May down.

"Snap out of it, Cap!" Falcon exclaimed. "It's bad enough that you were changed into a werewolf in Transylvania by Nightshade, but the last thing we want is a brainwahsed Captain America doing HYDRA's dirty work!" he said, knocking the patriotic super soldier back. "Keep fighting Mesmero's hold over you on the inside while I do the same on the outside!"

Lance refocused his blasts from Melinda May to Hawkeye, and as he kept shooting his arrows, he realized that he was running low on firepower. "Bobbi, I'm using the last of my ammo, shooting down Hawkeye's arrows!" Lance said. "I don't know how long we're gonna hold out before he comes to his bloody senses!"

"We'll have to, Lance!" Mockingbird said, as she grabbed the acrobatic archer from behind. "Clint, I know you're in there!" she added, only for Hawkeye to clonk her in the cheek.

"Guess he's not listening to us, luv."

Mockingbird then had an idea. "Looks like we're gonna have to resort to this. The only way we know how!" she said.

"Really now?"

"Hell yeah." Bobbi said, as she threw a dart at the archer, causing him to be stuck to the floor. "Go help Mack and Arachnid take down May. I'll take care of Clint."

Lance was a little disgruntled about the very idea. "Are you sure? May is...well, y'know!" he asked. "A pain in my ass!"

"Yeah, I know but she's still on our side!" Bobbi said back to her ex. "I got this, now go!"

"Okay, okay!" Lance bolted over to the other two that were doing their best to get May out of Mesmero's scheme.

Bobbi then went after her old partner and ex-boyfriend. "Alright, Mr. Ex-boyfriend, let's dance!" Bobbi said, teasing the brainwashed Hawkeye.

Nova and Sparkplug were taking their chance to duke it out with Iron Man and Captain America. The human rocket and the Inhuman doctor tried to counter Iron Man's repulsor blasts.

"Havin' a blasting contest isn't helping." Nova said, denoting that his constant Nova Blasts were not gonna be enough. "I guess I'm gonna have to hit him with a Nova Bullet." He charged up his whole body and began to fly right at the armored Avenger, "Ready or not, here I...Oh crap!" Nova got blasted by Iron Man's unibeam and sent him into the wall. "Aw man! Now he's trying to take me out with that damn unibeam!" he complained as Iron Man flew over to him, charging his repulsors again.

"Look out!" Sparkplug warned as he shot his electrical blasts and kicked shellhead in the chest. This made Nova wide-eyed in astonishment.

"Whoa! Sparkplug, that was shocking! Literally!" Nova said, feeling impressed.

"He won't be down for long. Double team blast?"

"You got it, dude!" Nova agreed to the idea. "It'll be as awesome and the Black Widow's big ol'..." he was stopped midsentence when Sparkplug gave him a dismissive look.

"Let's just change the subject okay?"

"Sorry! My bad!" Nova said as he and Sparkplug got ready to do their double team blast.

Coulson was doing all he could to take down the Beetle as they were shooting each other down with their guns until they ran out of ammo.

"I guess we're done wasting bullets, Beetle." Coulson said.

"Sure does, Phillip." Beetle said back.

"I suppose we'll have to settle this the way it should be settled, hand to hand combat." Coulson added.

"Just like before." Beetle denoted. It was true, last time they fought each other, Coulson was acting principal of Midtown High when Spidey began training with S.H.I.E.L.D. and went out on a date with Spidey's Aunt May, much to his chagrin. But the wall-climber put his neurotic instincts aside and helped him put the beatdown on the villain. Coulson and Beetle got into a flurry of bare knuckle brawling combined with kickboxing and MMA.

"It seems that you still got it. Well, so do I."

Spidey was amazed by this as he kept dodging Ock's tentacles, and in his thoughts, "And that my friends, is Agent Phil Coulson at his awesomely best. Even if he takes his job seriously, he's still totally cool. Looks like Cap inspired him big time."

Spider-Man got interrupted by Widow. "Seriously, Spider-Man?" she sighed. "Are you narrating during the big fight scene at a time like this?" she broke the webhead out of his train of thought.

"Well, yeah. It's my thing." he defended himself verbally.

"Then stop doing that!" Widow requested.

"I strongly concur!" Ock said, zooming his bottom right tentacle at Spidey, grabbing him and sending him flying over to a bookshelf back first.

"Ow, my, I mean, Natasha's big ol' ass!" he winced in pain. "Sorry, guys." he clears his throat. "Back to fighting!" he turned his head to the Russian redhead (in his body). "Oh, and Black Widow, not helping!"

"Sorry!" Natasha apologized to her teenage boyfriend before refocusing her attention on Belova. "As for you Yelena Belova, not sorry!"

"Oh, but you vill be sorry for zhis alright!" Belova said, getting out her twin pistols and began shooting at her.

Mack was decked in the kisser by the mesmerized Melinda May and then Arachnid stepped in and the two got into a series of martial arts styles before Arachnid bested her with a roundhouse kick to the abdomen and a back flip kick to the face, knocking Melinda down.

"Damn, Katie! That was mind blowin'!" Mack said as he got back up to his feet.

"Thanks!" Katie responded back.

May flipped herself back to her feet and resumed her fighting stance.

"But this isn't over yet." Mack instructed to the super spider daughter of the patriotic Avenger.

"I know. i was just getting the hang of it."

"Excuse me, but mind if I cut in?" Lance Hunter said ad he ran over to their position and punched the mesmerized Agent May in the face. "Nothing personal but please lighten the fuck up!" May responded by kicking him in the face while doing a headstand. "I take it that's a no."

"Porbably not." Mack added.

"So are we gonna triple team on her? C'mon it'll be fun!" Katie asked, pounding her fist with her palm and feeling pumped.

"Yeah, why not." Lance said, agreeing to what Katie asked. "She's really enthusiastic, isn't she?"

"Yeah." Mack replied, as he and Lance restrained May by the arms, ready for Arachnid to deliver a flying cross-body right to her, knocking her down.

The Red Skull and Mesmero were a little worried about themselves.

"It appears zhat ve have overstayed our velcom, Mesmero." Red Skull said, denoting he did not want to remain for the rest of the battle. "Let's take Director Fury and go!"

Mesmero grabbed Fury by the waist and lifted him up to his shoulder. "It's a pity I won't be able to see Spider-Man's demise in Black Widow's voluptuous body but no matter!" the hypnotist Mutant said to the tied-up and injured director of S.H.I.E.L.D. "We'll go somewhere else and kill you instead!"

"And let me guess, you'll put a picture of my dead ass on Twitter and/or Instagram? I don't fuckin' think so!" Fury howled only for Mesmero to hit him in his one good eye.

"Oh shut up and move you one-eyed, bald headed bastard!" Mesmero said.

(Song Ends)

Just then, Widow's new Spider Sense began to warn her of something that was happening behind her back.

"Spider Sense going berserk." she looked behind her and saw what Mesmero and Red Skull were doing. "Oh fuck! Spider-Man! Red Skull and Mesmero are taking Nick Fury and attempting to leave the Triskellion!" she informed her teenage boyfriend of what she saw.

"Then We'll have to end this struggle quickly." Spidey said, trying to defeat his enemy.

"Going somewhere you two? I think not!" Ock said, trying to block their path.

It was then that Spidey got a brilliant idea. "Natasha, double team maneuvers, now!" he instructed.

"Let's do it!" Widow responded as her and Spidey grabbed their enemy's and flung them into each other, and the Spider's grabbed each other's arms and jumped into the air, spin-flipped and gave both villains a double kick to the chest, sending them flying across the room and right over Fury's desk.

The two winced in pain and got back up to their feet. "I can't believe it!" Yelena complained. "Zhey somehow came up vith zheir own brand of teamwork and humiliated us!"

"No! This won't end this way!" Ock said, just as the swapped Spiders had them against a wall.

"Actually, it already is ending that way, Ock!" Spider-Man hissed, only for Ock and Yelena to switch things around.

"I'd rather take you with me when I go down in defeat than go out in it alone!" Ock then shot a dagger out of one of his tentacles while Yelena got out a dagger of her own.

"Now die!" Yelena said, as her and Otto were about to stab the Spiders in the heart.

Spidey stopped them by shooting the Widow's Sting out of Natasha's gauntlets at the both of them before the switched Spiders finished them off with a powerful double punch to both Ock's and Yelena's faces, knocking them both unconscious.

"Now that's what I call killing two birds with one stone."

"It's not over yet, Pete." Widow said. "We still got 5 members of the Sinister 6 left to deal with." she pointed at the other villains.

"You're right on that one." Just then, Spider-Man got yet another idea flowing in his head. "Change into my red and blue Spider Armor and follow my instructions."

"What? Are you sure about this?" Widow asked.

"I hope so. Otherwise this whole Freaky Friday between us isn't gonna end well for us at all." Spidey said, solemnly.

"Okay, but you're buying dinner later on this week." Widow reluctantly agreed to the offer by making one of her own.

"Fair enough. Now hurry!" Spider-Man (in Black Widow's body) instructed as Black Widow (in Spider-Man's body) pressed the Spider logo on her chest and changed into the red and blue Spider Armor suit.

"Okay, what's next?" Widow asked, as Power Man got slammed in the chest by Rhino and went flying across the room.

"Whoa!" Power Man said when he hit the wall.

"Power Man!" the swapped Spiders raced over to him to help him up.

"Sweet Christmas! That big ol' animal just kicked my ass!"

"And now Spider-Man's next!" Rhino said, as he revved his feet and got ready to charge at the web-head, even though Spidey was in the wrong body.

Spider-Man was worried about what the animal would do to his girlfriend. "Black Widow, look out!" he shouted.

"Huh?" Widow looked to the side of her as Rhino charged her into the same wall as before. "Ah!" she winced in pain.

"Gotcha!" Rhino boasted. "Not so tough now, are ya?!"

Widow (in Spidey's body) got back to her feet and Spider-Man (in Black Widow's body) ran over to her. "Black Widow, are you okay?"

"Yeah, this armor of yours protected me from taking physical damage." Widow replied, as if she felt not pain inside her.

"Well, we built the armor to be durable enough to withstand the attacks of super strong beings like the Hulk, Thor and Rhino." Fitz stated, explaining how he and Jemma designed the suit.

"But be careful with that." Jemma added. "It can be slightly damaged if it takes too many devastating blows from them."

"You got it guys." Spidey said to the tech-wizards of S.H.I.E.L.D.. "I'll keep that in mind in the future."

"Now it's my turn!" Widow said, as she ran at the new Rhino.

"Target his knees! He has to have a weak spot!" Spider-Man pointed out.

"I'll try." Widow acknowledged as she went right at the villains knees as she kicked them, but it didn't seem to have any effect at all while he kept on running at the Russian super spy and . "I don't get it. I kicked him in the knees and he won't stop!"

The wall-crawler then halted everything. "Wait a minute! Since he's already charging for someone or something, it's hard for him to stop, slow down or change direction." he said.

"Then, I got an idea." Widow said, thinking of something. "Hey, hornhead! Over here!"

"Huh?" Rhino said, as he turned around.

"If it's Spider-Man's body you want to crush, then come and get it, buster brown!" Widow teased.

"Whatever you're doing Widow, be careful!" Spidey warned.

Black Widow hissed, "Don't make me web your mouth shut."

"Sorry!"

"Shut up!" Rhino charged toward Widow, but she dodged by jumping over him and he ended up breaking a wall, causing him to look at the bottom of the Triskellion. "Damn! I missed that bug!" he got a look at how high up he was. "Uh, oh, it's a long way down!"

"Power Man, help me push him all the way down from here!" Widow ordered.

"Hell yeah!" Power Man said.

"Hoo boy!" Rhino panicked as both of them sent him falling down from Fury's office all the way to the ground where let out a giant thud and a crater in the roof.

"Guess that took care of him." Power Man said, as he looked at the crater Rhino made.

"Yep, one down, four more to go." Widow said, as she turned around and saw Electro behind her.

"Starting with me!" he said, as he zapped her with his blast but it did not hit her at all. In fact, they faded away when they got close to her. "What the!? My powers didn't electrocute you?! How is that possible?!"

"It's Electro-Proof as well." Leo responded. "It's also capable of repelling Electro and changing him back from his electrical state to his human state."

"Widow, put him to sleep!" Spidey winked.

"Right away!" Widow ran at the villain.

"Oh shit." Electro said as Black Widow (in Spider-Man's body) grabbed him, placed him over her shoulders and dropped him with a knee to his face, and he powered down from his all blue electrical body to his green and yellow costume with the star-shaped mask.

Quake felt amazed by what was done to the villain. "Whoa! That was amazing!"

Iron Fist was still concentrating on defeating the Scorpion but made a request to the Russian Avenger. "Black Widow, since you're in the Spider Armor, care to join me in defeating Scorpion since I've softened him up?" he asked.

"Sure, why not." Widow accepted Iron Fist's offer.

"Cut his tail off first while you're at it!"

"No pressure." Widow activated the sword in the red and blue Spider Armor and she ran at the Scorpion themed villain as his tail shot acid at Iron Fist as he swung it around, which he dodged.

"Ha! Gotcha Karate Kid!" Scorpion said.

"Wrong! We've got you!" Iron Fist stated as Black Widow jumped right over to the villain's head

"HYAH!" Widow said as she waved the sword *VAZWING!* she cut the tail off which made Scorpion freak out.

"Ah! Fuck! My tail!" Scoprion shouted. "You're dead meat now!" he ranted trying to hit them both, but they over powered him.

"I think not!" Widow said, standing on the head of the unconscious of the villain. "Well, three down, two more to go."

"They were ready for us, but in the end we prevailed."

"Not just yet, Danny." Widow stated to the K'un-L'un student as he went to help the other teenage heroes.

Squirrel Girl was having a hard time trying to beat the Lizard who grabbed her little friends and tossed them into the air.

"Tippy Toes! Monkey Joe!" Squirrel Girl cried out in fright.

"Hold on! I got them!" Widow fired her web shooters and saved the two little ones from being devoured by the scaly reptile monster, which made Squirrel Girl pull Black Widow into a hug.

"Oh thank you so very much for saving my friends, Black Widow!" she said. "You're a blessing."

"Just leave it to me." Widow turned around and flip-kicked the Lizard in the jaw, sweep-kicked him to the ground and chopped him on the back of the neck. But even that was not enough to keep him down.

"Quick! Use the taser webs!"

Natasha followed her teenage boyfriend's instructions and turned the electrical setting of the taser webs up to the right amount. "Now to put some shock in your reptilian system!" she joked as she turned the tasers on and electrocuted Lizard and knocked him out.

"Connors is down!" Spidey informed Leo and Jemma. "Now get the antidote so we can change him back to normal!"

"We're on it, Spider-Man!" Leo responded as he and Jemma ran right to the Lizard and injected him with the antidote causing every cell in his body to revert back to his human side while his other arm was still missing. "It's a good thing Curt came up with a contingency plan in case he gets turned into the Lizard again!"

"Which is a huge help for us by the way!" Jemma added as Spidey and Widow began the rest of their plan.

"Now the last one to take down is Kraven The Hunter! Let's go get him!" Spidey said, feeling pumped to fight the animal hunter enemy of his, only for Widow to cool his jets.

"That won't be necessary, Spider-Man." Black Widow (in Spidey's body) said, placing a hand on his arm. "White Tiger will be doing that instead."

"Oh yeah. You're right." Spidey said, as he and Widow were watching the whole thing.

As White Tiger continued her battle with Kraven, she began thinking about the day Kraven killed her father, waiting for the day she would get revenge on him. She explained her backstory to Spidey when the Hellicarrier was down and Spidey allowed his team to live in his house while a new one was under construction and undergoing upgrades. Kraven kept trying to whack her with his machete but to no avail.

"Haven't had enough yet, Kraven?!" White Tiger snarled questioningly.

"Never!" Kraven shot back with a kick to her belly. "I will never yield to a teenage kitty cat like you!" he bellowed as White Tiger waved her steel claws at him, swiping his machete away and kicked him in the mouth, knocking some of his teeth out.

"Good! Now to finish you off!" she then used her claws to scratch his face and knock him out with a punch to the abdomen. White Tiger then started thinking about her dad and how he was defeated by Kraven years ago. "This one was for you, dad...Your death has been avenged."

"You didn't kill him." Spidey said. "Even though you wanted to."

"I know. I would never want it on my guilty conscience." White Tiger responded to the web-climber. "I picked that up from you."

"Thanks, Ava."

Coulson had his hand's full with the Beetle, trying to keep him pinned down, but he got back up by sending Coulson into a bookcase where Director Fury kept all the tales he heard about the great heroes of the past and present.

(Blind by Korn plays)

"You think you're so smart, don't 'cha Phillip?" Beetle remarked. "Well, you're mistaken! Big time!"

"Don't bet on it!" Coulson countered with a standing side-kick to the ribs of the villain, sweep-kicked him and jumped on him and pounded his face until at last he finally got the better of the Beetle.

"You may be tough Beetle, but in the end, I kicked your ass!" Coulson said as he got off the villain and took a breather.

All the while, Mack, Lance and Arachnid were still busy with the brainwashed Agent May. Lance tried to land a blow on her, but she countered several times and she gave Lance a punch to the chest. But then, Arachnid had something in mind.

"Mack! Lance, hold her while I give her a couple of licks!" Arachnid ordered.

"Sure thing kiddo!" Lance said as he and Mack defended themselves against May's onslaught. By the time she stopped, the two of them restrained her yet again.

"Katie, now!" Mack ordered.

"You got it!" Arachnid punch and kicked May in the face and the shins. "Now punch her in the gut before I knock her out!"

"I'm gonna regret this." Mack muttered.

"I'm always wanted to do this." Lance muttered before he and Mack punched the brainwashed S.H.I.E.L.D. agent in the gut. "You're turn, luv!"

"Okay!" Arachnid jumped into the air and did a perfect flying side-kick to the side of Agent May's head, sending her falling to the floor as her eyes shut. "Whoops! I must've hit her too hard."

Lance waved off. "Don't worry about it, kiddo. You did what you had to do."

"But she's gonna be very moody when she wakes up." Mack added.

Arachnid turned her head to Lance and made something clear. "Which reminds me. I may look like a 17 year old girl but I'm really 77 years old, thanks to being frozen on ice!" she said, firmly. "Which means I'm technically older than you, buster brown!"

Lance was a little wide-eyed about it. "Oh sorry about that, luv." he said feeling defeated. "Blimey, you sound like my ex-wife."

Nova and Sparkplug kept on going to get the better of the brainwashed Iron Man, as he fired his repulsors at them. He charged up the laser on his chest next.

"Unibeam at 3 o'clock!" Sparkplug zoomed out of the way, thanks to the human rocket. "Whoa, that was close!"

"Okay, we'll have to try something else besides blasting him." Nova said feeling the need to do something else beside what he and the Inhuman doctor were doing.

Just then, the light bulb in Lincoln's head went from off to on. "I got an idea! I'll distract him while you attack him from behind!"

"It's not my style but it's worth a shot." Nova flew back up into the air.

"Hey! Iron Man, over here!" Sparkplug got the armored Avenger's attention as Nova flew behind him in order to get a better position.

Falcon and Mockingbird were doing well in defeating the brainwashed archer and super soldier. Captain America kept on flinging his shield around, only for Falcon to catch it and he flung it back at Cap, while Mockingbird used her powerful kicks to push Hawkeye away, but he continued to shoot at her with his arrows.

"Hey, Mockingbird, you thinkin' what I'm thinkin'?" Falcon asked.

"Nope. What do you have in mind?" Bobbi asked.

"How about we disarm them first and do the old bait and switch attacks in between?" Falcon suggested.

Mockingbird liked the sound of it, "Sounds good to me!"

"First, I'll need Cap's shield!" Falcon requested as Cap threw his shield again, but this time Mockingbird caught it and threw it to him. After he caught it, he added "Second, we get rid of Hawkeye's Bow and Arrows!" Mockingbird responded to that, grabbing Hawkeye's quiver right off his back and grabbed his bow, then threw 'em to Falcon.

"Now we give 'em the beatdown for the ages!" Mockingbird ran at her ex-boyfriend as Falcon zoomed for Captain America. Then the switched with Mockingbird hitting Cap in the jaw while Falcon kicked Hawkeye in the gut who then let Mockingbird do a devastating chop to the side of the archers neck and Falcon kicked Captain America in the side of the head. "One more time and..." the winged Avenger then threw Cap's shield at him yet again, this time hitting him in the chest as Mockingbird used her staff to trip Hawkeye up, they switched as Mockingbird whack Cap with her staff and Falcon went for a mean left hook to Hawkeye knocking the both of them out. "And there you have it!"

"Great strategy, Falc!" Mockingbird said as her and Falcon high-fived.

"Thanks!" Falcon responded. Just then, Cap and Hawkeye woke up and their eyes had pupils again. "You guys okay?"

"Aside from several bruises, we're fine." Cap said, shaking off the pain a little bit.

"Doesn't anybody got an aspirin?" Hawkeye asked. "Being brainwashed and getting my ass kicked around really gave me a headache."

"Don't we all?" Cap added to that. "Good work for snapping us out of it."

"No problem." Falcon responds.

"Yeah, although you didn't have to hit me so damn hard, Bobbi!" Clint said to his ex-girlfriend.

"Sorry Clint, but we had to." Mockingbird stated. "It's nice to see you again though."

"You too, Morse." Clint said.

Sparkplug kept on distracting Iron Man until at last he stopped at a nearby wall. "Nova, now!"

"Here we go!" Nova began feeling all kinds of energy surging through his helmet. "SPEED TACKLE TAKEDOWN!" he said as he blasted off, began hitting 'ol shell-head from left to right sending him into the air, then he knocked Iron Man to the ground, leaving him unconscious.

(A/N: That is another reference to MVC3. Only the Nova in that game was Richard Ryder, not Sam Alexander.)

"Whoa! What a finish!" Sparkplug said, as he and the human rocket both did a low-five.

"Thanks, web-head!" Nova said back. "Iron Fist and I came up with our own special moves after we graduated from the S.H.I.E.L.D. Academy."

"Amazing! Even better!" Sparkplug said, before he and Nova raced over to the armored hero.

"Hey, Iron Man! Tony, are you okay?" Nova asked while Iron Man woke up snapping out of Mesmero's spell.

"Yeah." Iron Man said, as he got up shaking off the pain. "Looks like I need to lay off the alcohol for a while. The after brainwash thingy feels like a hangover from Hell."

"Yeah, no kidding." Nova agreed.

Melinda May then woke up out of Mesmero's control, but remember what her allies did in order to save her from the villain.

"May, are you alright?" Mack asked.

"I'm fine, Mack." Melinda said as she bent back and kicked her feet up to the ground. "But what I don't appreciate is being mesmerized into beating you guys to a pulp by an asshole who toyed with my mind!" she howled.

"Yeah, I can see that." Lance said, before May got up in his face with an angry stare in her eyes.

"Shut up." she shot back.

"Sorry I had to hit you in the face really hard, May." Arachnid apologized as she bowed in respect. "It was the only way to free you from Mesmero's hold on you."

"It's alright." May accepted, bowing back to the girl in black and red. "Unnecessarily but thanks anyway."

The switched Spiders both looked at each other, feeling that something odd was going to happen.

(Song Ends)

"Why do I have a weird feeling that this is gonna get awkward all of a sudden?" asked the web-slinger.

"To be completely honest with you Spider-Man, I have no idea what you're talking about." the super spy responded to him.

"Me neither. It's just a feeling. That's all." the web-slinger joked.

"Okay, all that aside, what in the world just happened while the Avengers and I were mind-controlled by Mesmero?" Captain America wondered, as did Iron Man, Hawkeye and Melinda May.

Coulson debriefed the four of them on the situation. "The S.H.I.E.L.D. Triskellion was compromised by HYDRA, Mesmero, Yelena Belova, the Leader, Abomination and the Sinister 6 led by Doctor Octopus." he stated.

The four of them looked at each other and all had the same guess. "Red Skull."

"Yep." Coulson replied to the man who inspired him growing up.

"Now that's a super villain team up from Hell." Hawkeye remarked.

Spider-Man (in Black Widow's body) was next to come out with what had happened prior to this whole thing. "And to make matters worse, Mesmero also used his powers to switch me and Black Widow into each others bodies and he did the same thing to Hulk and She-Hulk!" he spat out and everyone was surprised to hear that.

"What?!" Cap, Hawkeye, Iron Man and May said in unison.

"Yeah, it's true." Widow (in Spider-Man's body) confirmed. "Spidey also did say that he hated Friday on the 13th, which is today actually."

"That's also true by the way." added the wall-climber.

"I see your point there, Spider-Man." Iron Man said, as he got a look at the gigantic breasts on the body Spidey was currently trapped inside of. "And Natasha, I'm surprised that your boobs had gotten bigger, perkier and better than ever." he made a sleazy comment on her body, which made her slap him upside the metal face as the helmet clanked.

Natasha had a dismissive look as she shook the pain off her hand. "Don't be such a sleaze, Tony." she hissed. "Otherwise you won't be talking on the side of your smelly helmet ever again."

Power Man was stunned when he saw this. "Sweet Christmas, Tony! She roasted you right out of Hell."

"Yeah, talk about a Mic Drop!" Nova joked.

"Verbal knockout indeed." Iron Fist added, as the three of them and Hawkeye roared with laughter and slapped each other on the back.

"Oh hee hee, very funny guys." Iron Man said sarcastically. "Real hilarious. Ha ha, it is to laugh."

Captain America turned his attention to the girl in black and red with a spider logo on her. "I'm guessing that you brought in a new student for the S.H.I.E.L.D. Academy?" he asked.

Arachnid turned her head over to the patriotic Avenger, and felt a little bit nervous about talking to him. "Oh, um, I hope you don't get upset when I introduce myself to you like this." she said.

"Of course not, young lady." Cap replied. "What's your name?"

Arachnid pulled her mask down to reveal her face. "My name is Kaitlyn Rogers, the Astonishing Arachnid." she said, revealing her name. "And, Captain America, I'm really your daughter."

This surprised and shocked everyone in the room, except for Coulson's team. "WHAT?!"

"Y-You're my daughter?" Cap said, feeling mind-boggled.

White Tiger was stunned as she did not know this at all. "Cap, is this true?" she wondered.

Hawkeye was also surprised by this development. "Cap, I didn't know you had a kid."

"Me neither."

"Holy crap." Hawkeye continued his shocking stare as the swapped Spider's stared at each other.

"Spidey, I take back what I said." Widow stated.

In his thoughts, Spider-Man said "Oh, man. I had no idea that Cap had a daughter! This job just gets stranger and stranger by the days." He then shook his head a refocused on the task at hand. "Okay, more to the point, Mesmero and Red Skull have Fury injured and were last seen taking him out of the building."

"I think they were heading to Red Skull's plane." Coulson wondered.

"Then we have to catch up with them before they take off!" Spidey instructed. "But first, we're gonna need the rest of the Web-Warriors, assuming they're out of Mesmero's manipulation."

It was then that they all rushed over to the spot where Agent Venom, Iron Spider, Cloak, Dagger, Ka-Zar, Zabu and Triton were at. The lot of them finally came to and felt a little bit of pain in their head.

"Ugh, my head." Agent Venom said, as he tried to shake off the pain. "What happened?"

"I think Mesmero got to us." Cloak replied.

"Yeah, don't strain yourself Tyrone." Nova said as he zoomed into the room. "Not only did he brainwash you guys, but he also pulled a whammy on the Avengers and Agent Melinda May. Plus he made Spider-Man Switch Bodies with Black Widow, and Hulk switch with She-Hulk." Nova explained everything that happened and the lot of them were all shook up.

Iron Spider turned his head over to the swapped Spiders. "He pulled a bodyswap on you two? I honestly don't know why people are obsessed with that sort of thing." he said to them.

"I'm not sure I do either, Amadeus." Spidey added, as Amadeus opened up his mask to reveal that he had a nosebleed. "Oh no, not you too."

Amadues looked down at his nose. "Blast it!" He cursed himself. "I was hoping this wouldn't happen."

"Well it did, Iron Spider." Kaitlyn said to the Korean American in red and gold armor.

"If you don't mind me asking, who exactly are you?" Triton asked.

Cap went up to them. "She's the Astonishing Arachnid...My daughter."

"You're...DAUGHTER!?" they all said in unison.

"I'll explain that later." Spidey said. "Right now, we have to focus on the task at hand."

"Yes, we gotta free Thor and help out Hulk, She-Hulk and the rest of the Agents Of S.M.A.S.H.!" Widow instructed and they all followed the switched Spiders back to the outside of the Triskellion.

As the rushed all the way out there, Dagger noticed something. "Hey, Ava, why is there a red stain on your mask?"

"I got a nosebleed earlier when Spidey accidentally exposed Black Widow's nipples after we knocked you guys out." White Tiger stated.

"What?" Dagger said, feeling surprised. "Unbelievable."

"Nova, iron Fist and I also got nosebleeds earlier." Power Man added.

"Looks like I wasn't the only one." Amadeus said.

"Indeed. Nova tried to grope Widow's boy, but got Judo flipped to the ground."

"He's got some nerve." Mockingbird said. "Samuel Alexander, don't ever do that again!" she wagged her finger at him.

"I-I-I-I won't!" Nova said, as he freaked.

"Thank you for Judo flipping Nova to the ground." Widow whispered as she gave a light high-five to her teenage boyfriend.

"No prob." Spidey added as the two of them knuckle bumped.

Meanwhile, the swapped Hulks were having a difficult time trying to defeat Abomination and Leader while Spider-Woman, Iron Patriot, American Son, Kid Arachnid and the other Agents Of S.M.A.S.H. were busy keeping the brainwashed Thor at bay. But Abomination still kept throwing them around like a couple of rag dolls.

"Fools! You cannot defeat us!"Abomination taunted. "Being trapped in your own bodies has made you vulnerable!"

"Indeed! I love it when a plan comes together!" Leader mused. "Dr. Bruce Banner isn't smart enough to guide you both to victory but you two were stupid enough to get both of your feeble-minded bodies switched around!" he insulted the gamma-radiated heroes. "Face it, Hulk! You'll never win in the body of your weakling cousin."

Hulk (in She-Hulk's body) then grabbed Leader by the neck and punched him senselessly in the eyes. "You don't ever insult my cousin in MY face!" he roared.

"And why not you big, dumb, green...OW!" Leader got soccer kicked from behind by She-Hulk (in Hulk's body) "Ah! My back!" he screamed with pain.

"That's why you are a big-headed moron!" Shulkie responded.

"Good job shutting him up, Jen." Hulk said, as he and his cousin arm bumped. "But, was that necessary? He could've been killed."

"So what? I couldn't stand him gloating his puny ass off about our bodyswap." Shulkie stated.

"Yeah, no kidding." Hulk added.

Red Hulk saw all this as he was helping the others take down Thor. "Looks like Shulkie's wearin' the big boy pants in this situation while you ended up in a skirt and panties!" he roared with laughter, only for Shulkie to get in his face.

"Oh, kiss my gamma radiated ass Red!"

"Skaar not doing that." Skaar said.

A-Bomb was a little tired of hearing it. "Okay, okay, enough already!" he said. "Aren't we supposed to beat the crap out of Abomination and snap Thor out of it?"

"Rick's right. In order to do that, we'll have to do more than smashing, body slamming and brawling." Hulk said, as he relayed the plan to everyone. "We also need to resort to teamwork maneuvers as well."

Red was a little groused. "Are you kiddin' me She-Greenie?" he complained. "I haven't been with you punks since the last time we saved the world from the so-called Supreme Intelligence and the stinkin' Kree!" he dismissed Hulk's idea. "Your only gonna slow me down!"

Hulk would not tolerate that. "If you don't wanna help Red, then stay the fuck out of our way." he sneered. "Jen, you and I will take Abomination down. The rest of you will knock Thor out of Mesmero's hold on him."

"But how are we gonna do that let alone being like this?" She-Hulk asked. "I mean, it's bad enough that you're in my body and I'm in yours."

"I know Jen, but if there's one thing I learned about adjusting to being in someone else's body, it's that instead of fighting like the body your in, fight like yourself instead." Hulk said back to his cousin, making her smile.

"Oh I get it now." Shulkie said, feeling reassured. "You're telling me to be myself, right?"

"Well, doy!"

"Best. Advice. Ever!" Shulkie cheered.

"Thanks Jen." Hulk added.

It was then that the two swapped gamma-radiated heroes were interrupted by Red Hulk, who cleared his throat. "Hey, you lunkheads! Are you done being chummy in a cousinly kind of way?"

Hulk and She-Hulk (in each others bodies) ran over to Abomination and gave him a double forearm uppercut right to his neck. "Now we are. And I'm still in love with your daughter." Hulk said to Red. "Alright smashers, let's get 'em!"

The lot of them ran as Red was agitated about the idea of Hulk's real identity: Bruce Banner and his daughter Betty together. "Oh, no you don't Greenie!" he bellowed. "You ain't datin' my daughter, Betty!" he then drew his guns out again. "You know what? To hell with that! I'll take my aggression and rampage out on Thor!" he went after the Thunder God of Asgard along with A-Bomb and Skaar.

"Good! That's more like it Red!" Hulk said, while he took Abomination for a smackdown.

"You said that just to get him to help us fight'em off, didn't you?" Shulkie asked.

"Yep, and I'm still in love with Betty Ross."

She-Hulk knew about the relationship between her cousin and Dr. Ross, and they bonded like sisters. "Oh my God! You two make a good couple."

"Thanks again." Hulk said back, as Abomination got up to his feet again.

"Not when I'm through with you!" the scaly monster said as he ran at the swapped Hulks.

"Get them while my back is still hurting you big, scaly oaf!" Leader ordered as he could still feel pain from the kick he received before. "I-I think I need a chiropractor."

A-Bomb, Skaar and Red Hulk kept on getting the better of Thor, and decided to gear up for another attack.

"Skaar, are you ready?" A-Bomb asked.

"Skaar always ready to slash!"

"The blue gamma hero let out a grieving sigh. "No, not slash! Smash!" he corrected.

"Aw, you're no fun!" Skaar complained about not using his sword on Thor.

"Oh but what I'm gonna do to an idiotic Asgardian will be much more fun than Greenie's mediocre leadership and Shulkie's twerking or readin' a book with no clothes on back at our hideout in Vista Verde!" Red Hulk stated as he blasted at the Thunder God, all the while surprising A-Bomb.

"Whoa. I didn't know Shulkie did that." A-Bomb said, feeling turned on.

"Skaar not know either."

She-Hulk (in Hulk's body) was shocked to heard Red bring that up. "Hey! Stop invading my privacy and start fighting Thor you idiotic perverts!

"Sorry!" A-Bomb and Skaar said in unison.

"Not sorry!" Red Hulk stated with a sour tone.

Hulk then took the opertunity say something after he elbowed Abomination in the jaw. "Jen, stay focused!" he instructed as the two of them his the scaly gamma mutant in the side of his head. "When this is over and we get switched back, do something about those weird habits of yours."

"Oh, you'll know first big guy!" Shulkie stated as Abomination shook off the elbow to his head.

"Perhaps I shall help you with that in a painful way!" Abomination said, before he ran at them again.

"Hulk, wrap my legs around his neck and get a real good grip on him!"

"Right!" Hulk did as his cousin instructed and got a grip around Abomination's neck with his new legs. "She-Hulk, rough him up!"

"I'm on it!" Shulkie then used her scousin's fists to pound Abomination right in the everywhere as the other Smashers kept bringing the fight to Thor.

The brainwashed Thunderer swung his hammer at them all, but they all dodged.

"Oh yeah, Thor?" Red Hulk said, feeling cocky. "Well, try this on for size!" he broke out his biggest gun yet. He charged it up and pulled the trigger, sending a really strong laser blast at Thor.

"My turn!" A-Bomb said, as he went into ball form and rolled the Asgardian over and kept moving around, bumping him like a pinball in a machine. "Skaar, you're on!" he called.

"Skaar smash!" he bellowed as he jumped into the air, flipped in a circle and pounded him on the top of his head, but even that was not enough to keep him down.

"Let's attack him at the same time!" Red Hulk suggested.

"You know it Red!" A-Bomb then got a big running start as he, Red Hulk and Skaar began attacking him at the same time. Their impacts were powerful enough to hit him very hard.

The bodyswapped Hulk cousins kept laying it in on Abomination as they lifted him up and slammed him down.

"Giving up yet, Abomination?" Hulk (in Shulkie's body) asked, tauntingly.

"Never!" Abomination roared. "Not until I get my revenge!" he then ran at Shulkie (in Hulk's body).

"Jen, look out!" Hulk said, as he got grabbed by Abomination Shulkie's body by the rear and pulled up, making him wide-eyed. But then, Shulkie did a massive drop kick to Abomination while she saved her cousin.

"I got you, Bruce!" she said.

"Yeah, you got me in your own body."

"Oh shut up."

"Don't make me smash you!"

"Not if I smash you first!"

As the two of them argued, Abomination got back up and mused at what they bantered. "Now that is a good idea!" Abomination ran right at them again. "I'll crush both of you at the same time!"

The cousin's looked at each other and felt like they had enough of Abomination. "Let's just smash that idea instead!" Hulk said, as they both of them gave the scaly monster a head-butt before Shulkie did a series of boxing jabs to his upper body while Hulk grabbed a pipe and whack Abomination with it. Next, the two of them did a double team attack on him by doing a diving elbow drop to his back. The gamma-radiated cousin's took a breath before they would continue.

Abomination saw a chance he would have to get them both down for the count. "There's an opening! Now's my opportunity to..." he said, before getting shit by a laser blast that came out of nowhere. "What? Who did that?" he demanded, and it was revealed to be Iron Patriot, along with American Son who used his net on the Leader.

"Oh drat! Now what?" Leader said, wanting an explanation. "I demand to know..." the then found a splotch of webbing taped to his mouth, which turned out to be Spider-Woman and Kid Arachnid.

"You were sayin'?" Kid Arachnid asked.

"Hey, guys! Mind if we cut in?" Spider-Woman said, making two swords out of her Symbiote.

A-Bomb was impressed by this. "Hey, it's..." he said, only to get whacked from behind by Mjolnir as it went back into the brainwashed Thor's hands.

"Jones, you blue skinned bonehead!" Red Hulk insulted. "You got distracted by three costumed kids and at that patriotic version of Iron Man!"

"Wrong, General Ross!" Iron Patriot corrected the red gamma fighter. "I'm Norman Osborn, now known as the Iron Patriot!" American SOn then zoomed in on his hoverboard. "And this is my son, Harry Osborn, the American Son!"

"Hi there!" Harry waved at them.

"Osborn!? I didn't expect you to get your hands on Stark's technology!" Red Hulk said.

"I thought that you and Iron Man were business rivals." A-Bomb wondered.

"We put our differences aside after I stopped being turned into the Green Goblin." Norman said, denoting his past as Spider-Man's monstrous nemesis.

She-Hulk recognized the boy and his old man as her and her cousin were busy with Abomination. "I think I remember seeing those guys at the S.H.I.E.L.D. Academy Graduation ceremony when Doc Ock attacked!"

"If you're gonna help us take down Abomination and free Thor from Mesmero's control, now's a good a time as any to do so!" Hulk called out to the youngsters and Iron Patriot as they both heard the heroes voices coming out of each others mouths.

"Oh, and Mesmero mad Hulk and She-Hulk switch bodies too!" A-Bomb told them.

This made the lot of them wide-eyed in shock. "Okay, this Freaky Friday is now completely gettin' out of hand!" Kid Arachnid said.

"Yeah, it sure is, Miles." American Son agreed with what the Spider from another dimension said.

"Nonethelss, let's all join in!" Spider-Woman said, feeling determined.

"Let's go!" Iron Patriot said, charging his lasers.

"Bring it on!" Abomination dared them. And the lot of them all ganged up on him with American Son joining A-Bomb for a Fastball Special, as Red Hulk used his guns to stun Thor as Spider-Woman used her Symbiote spike-ball to hit Abomination in the front of his body, Kid Arachnid turned invisible and got at Abomination from behind with his electric fists and Iron Patriot used his repulsor's on Thor to push him back. Next American Son used his new sword-blaster to zap Abomination, A-Bomb rolled Thor over again as Hulk and She-Hulk went for a double punch to Abomination's face, knocking the both of them down. Abomination was still awake while Thor was rendered unconscious.

"Well, guess that's, as the English say, 'Good riddance to bad rubbish'." Hulk said, as he felt something chafing him.

"Hold still, Hulk." Shulkie added, as she went to fix the chafing. "Abomination really gave my body a wedgie."

After Shulkie fixed the wedgie on her body, the two of them turned to Spider-Woman and Kid Arachnid. "You two did good." Hulk stated.

"Hey, we're just happy to help." Kid Arachnid said. "After all, any friend of Spider-Man is a friend of ours."

"Besides, it was fun kicking Lizard Lips' ugly looking butt around the sand!" Spider-MJ said, as felt excited to have beaten Abomination.

"You know it, girlfriend!" She-Hulk (in Hulk's body) said as the both of them low-fived each other.

Just then, America Son and Iron Patriot were overlooking Thor, who began to wake up from his unconscious state.

"Everyone, Thor's awake!" American Son called and everyone rushed over to the now-freed thunder prince.

"Thor, are you okay?" A-Bomb said.

"I am fine, except for this pain in my head." Thor said. "Odin's beard! Where am I?"

"Mesmero hypnotized you, Cap, Iron Man, Hawkeye and Agent Melinda May against your will." Hulk (in She-Hulk's body) stated, leaving Thor confused.

"She-Hulk, why art thou talking in Hulk's voice and...?" he suddenly stopped and put two and two together. "Nay! Did Mesmero switch your bodies?"

"Yep, he did! Not just our bodies, but our voices too!" She-Hulk complained. "It was THE most humiliating thing he's ever done to me!"

A-Bomb could not believe what he heard from his teammate. "Shulkie, are you whining?"

She-Hulk turned her head to the blue boy. "No, I'm not! I'm just complaining! That's all!" she said back.

"Whatever!" Red Hulk said, dryly. "Even in Shulkie's puny body, Greenie still hits like..." it was then that Spider-Woman pointed her Symbiote sword at Red.

"What? Hits like a girl? Didn't quite catch that!" Hulk said, but then he had something in mind. "Before we join up with Spider-Man and the others in chase for Mesmero, Red Skull and the rest of the bad guys, there's something I gotta do!"

"What do you mean by that?" Kid Arachnid asked, as Hulk grabbed Abomination by the ankle and pointed over to the red T-Rex who now opened his golden eyes. "Oh, a Dinosaur." Kid Arachnid turned his head around and he, Spider-Woman, Iron Patriot and American Son were shocked and a little frightened to see an actually Tyrannosaurus Rex in living color. "A D-D-D-DINOSAUR?!" he freaked.

"Is that a red Tyrannosaurs Rex?!" Spider-Woman said, as she felt her knees shaking.

"Yeah, that's Devil Dinosaur." A-Bomb told them. "We adopted him from the Savage Land and took him in as our pet."

This shocked the young heroes and Iron Patriot at the same time. "Well, if that Devil Dinosaur is your pet, do you Agents Of S.M.A.S.H. teach him tricks like rolling over, fetch and so forth?" American Son asked.

"Yep and we also feed him big food his size and give him treats if he's being good." A-Bomb added.

Kid Arachnid was a little odd about someone keeping a dinosaur as a pet. "And do you also clean up after him? You know, big messes?" Miles asked.

She-Hulk felt a little weird about that question. "Well, um, sometimes." she folded her arms.

Kid Arachnid, American Son and Spider-Woman were disgusted a little bit. "I was afraid of that!" Miles said.

"Yeah, me too." Spider-Woman added. "Like...gross!"

"Most likely." Shulkie agreed to that.

Just then, Hulk (in She-Hulk's body) called all the way over to Devil Dinosaur, who felt confused by what was going on. "Hey Devil! Here boy!" he called, and the Dinosaur responded stomping over to him but was puzzled. "I know you're confused about what's happened but I'll tell you what. In order to make it up for letting Mesmero kidnap and brainwash you, I'll let you have Abomination as a chew toy while we make Mesmero pay. What do you say, pal?" he asked, and Devil responded by nodding his head. "Alright, here you go!" he let Abomination down, and the scaly gamma mutant freaked out as the giant red Tyrannosaurs Rex started to chase him around the Triskellion.

"No, NO!" Abomination screamed, as Devil Dinosaur stomped him and started to gnaw at him. "Get him off of me!" he bellowed. "You'll pay for this Hulks! MARK MY WORDS!" he bellowed.

"Hey, you fool! That's my...OW!" Leader shot at his accomplice, only for his back to continue being in pain.

"Shut up, Leader!" Hulk said.

Leader knew he could no longer continue fighting against his long-time nemesis. "Oh, I give up!" he surrendered.

"Good!" Hulk said before turning his attention to everyone as he saw Red Skull and Mesmero carrying the injured Nick Fury. "Come on! Let's go after Red Skull and Mesmero!" he ordered as the lot of them chased after the villains in order to save Nick Fury.

Red Skull and Mesmero still had the Injured Nick Fury in their tow as they bolted off to Red Skull's ship. It was then that Devil Dinosaur who was still using Abomination as his chew toy went over and trampled it to bits. This made the villains shocked with utter horror.

"Blast it all!" Red Skull yelled. "Our ship has been destroyed! Now ve'll have to tak one of zheir jets!" he got a look around the place and saw a spare Quinjet.

"Not my problem!" Fury shot verbally. "You can't fly your way out of this!" He added, only to get jabbed in the face by Mesmero.

"Silence!" Red Skull shouted.

"As far as your injured ribs are concerned, we are unapologetic about the pain we have inflicted upon you!" Mesmero said.

"You can take your apology and shove it up your ass!" Fury shot back at the two villains.

"Why you!" Mesmero was undoubtedly angry, but Red Skull refocused him.

"Enough! I have found a jet!" Skull said, looking at the vessel. "Ve must steal it and escape to Avengers Tower!"

"But why there?"

"Because I have someone vaiting for me zhere." Skull added. "Und zhat someone is zhe doppelganger of a man called Herr Truman Marsh." they ran over to the vessle, only to be cornered by an arrow and they found themselves cornered by the Avengers, Web-Warriors and Coulson's team.

"Speaking of which, we never did like that guy." Iron Man pointed out. "That asshole really tore us apart and made Hulk the fault guy."

The Agents Of S.M.A.S.H., Iron Patriot, American Son, Spider-Woman and Kid Arachnid all rushed over to where their fellow heroes were at. "And if I ever see him again, he'll be as dead as a door nail!" Hulk (inShe-Hulk's body) said, cracking his knuckles.

"Yeah, nobody bullies my lovable cousin and get's away with it!" She-Hulk (in Hulk's body) added to what her cousin stated while slamming her fist into her palm. "I'll take someone to court if I have to!"

"Heh, good luck with that you two!" Red Hulk said with a snarky attitude making the two angry.

"Shut the front door, Red!" Hulk and She-Hulk (in each other's bodies) shot back in unison.

"Why you!" Red Hulk said.

"Hey, guys!" Spider-Man (in Black Widow's body) said. "It's about time you got back with us!"

"Right back at ya, Spider-Bro!" A-Bomb said, agreeing with the web-climber in a feminine body. "Looks like the numbers are in our favor!"

Spidey nodded, as he saw his best friend. "Harry, is that a new outfit?" he asked.

"Yep." American Son responded as he showed his true face. "I was working on a new identity for myself. Like my new hoverboard?"

"Top notch, Harry." Spidey replied, as he refocused to Iron Patriot. "Glad you showed up Norman."

"Same here."

Hawkeye could not believe it as Iron Patriot's mask lifted up. "Norman Osborn? When did you get that armor?"

"He copied it off of me!" Iron Man stated.

Spidey shook his head to shrug off what they were doing and and turned his attention to the villains. "Give it up, Red Skull and Mesmero!" he ordered as he aimed Widow's Gauntlets at them. "We have you chumps surrounded! Now let Fury go and switch us back!" he demanded to be put back into his proper body and vice versa for Widow and the Hulk cousins.

"NEVER!" Mesmero bellowed. "I'll never switch you back!"

"In other vords, ve von't be needing Nick Fury as our hostage anymore!" Red Skull added as he and Mesmero both punched Fury in the ribs before putting him down.

"AHHHHHH! My ribs!" Fury winced in pain.

The heroes all rushed to him and tried to make sure he was safe, even though Red Skull and Mesmero did this as a distraction for them. "Quickly! Ve must get inside zhe jet!" he said as he bolted into the vehichle.

"Hey, wait for me!" Mesmero followed him and the heroes refocused their attention on Mesmero and Red Skull.

"Come back here you bastards!" Cap said as he chased them.

Nova heard Captain America use that very word, and remarked, "Hey, Cap, did you kiss a girl with that mouth!"

"Shut it Nova!" Black Widow (in Spider-Man's body) said dismissively as the jet took off from the ground and into the night sky. "They're getting away!"

Fury did all he could to get up, but decided not to. "They're heading over to Avengers Tower to meet up with someone." he informed the heroes.

Iron Man then started putting two and two together. "Avengers Tower?" he wondered. "Oh no! F.R.I.D.A.Y., was there an intruder at the tower while we were brainwashed by Mesmero?"

"Affirmative, Mr. Stark." F.R.I.D.A.Y. said. "There was an intruder here, but was taken care of by Vision, Black Panther, Inferno and another costumed individual who bore a striking resemblance to Spider-Man."

Then, web-head found out who F.R.I.D.A.Y. meant. "Scarlet Spider! He went there to stop someone. That makes sense now."

"We need to get back to the tower if we're gonna catch up with Red Skull and Mesmero." Black Widow added.

Just then, Spidey's brain clicked. "Okay, here's the plan! The Avengers, Agents Of S.M.A.S.H., Web-Warriors and I will chase after them all the way to Avengers Tower." In which case, he needed White Tiger, Nova, Power Man, Squirrel Girl, Iron Fist, Cloak, Dagger and Agent Venom. "The rest of you stay with Agent Coulson and his team and attend to Director Fury and his injuries."

Kid Arachnid was bug-eyed by that. "What? Are you kiddin' me?" he complained.

"Are you sure about that, Pete." American Son asked as his mask retracted. "We want to help you get back at that Mesmero guy and get you and Black Widow back into your right bodies."

"I know you do Harry, but you, MJ, Miles, Triton, Amadeus and Norman are needed here." Peter said back to his friend. "Don't worry about me. We got this."

"All right. Go get 'em tiger." Spider-Woman said, hugging her childhood friend in a womanly body.

"You bet I am, MJ." Spidey acknowledged her.

The Avengers got into a spare Quinjet they brought, just in case theirs was stolen, Falcon, Thor and Nova took off, the Agents Of S.M.A.S.H. went into their Jump-Jet and the Web-Warriors along with Black Widow (in Spider-Man's body) into the Spider-Jet. "Spider-Man, come on!" Widow said. "This may be our last and only chance to undo the bodyswap!"

Spidey raced over to the Spider-Jet, "Comin'!" he said as he bolted into the vehicle as it took off with the other vehicles. "Y'know, Nat? I gotta admit, I'm getting the hang of your body's center of gravity." he then cupped his girlfriends buxom bosom and began squeezing them. "Especially your breasts."

Widow began blushing at this. "That's good to know sweetie but let's stay focused on the task at hand." she reminded her teenage boyfriend.

"Right. Let's get a move on!" Spidey ordered as the Spider-Jet zoomed with the Quinjet and Jump-Jet.

Coulson and his team, along with Spider-Woman, Kid Arachnid, American Son, Iron Patriot, Iron Spider and Triton grabbed Fury and lifted him up.

"We need to get Director Fury to the infirmary." Coulson said, as he used his new device that looked like a magnifying glass but with x-ray features. "His ribs took a beating during the hostile takeover here."

"I've been through worse in my lifetime." Fury said, attempting to shake the pain off, but to no avail.

The lot of them all got inside the infirmary where Dr. Connors, who was human again, got into his lab coat. And still felt pain in his head.

"Curt, how are you feeling?" Fitz asked.

"Disoriented, but back to normal." Doc Connors said. "Where's Martha and Billy?"

"Oh, they're at Scarlet Spider's hideaway." Miles responded.

"Was Spider-Man here?"

"Yeah, he was Curt." Mockingbird added. "But right now, he, the Web-Warriors, the Agents Of S.M.A.S.H. and the Avengers are chasing Red Skull and Mesmero all the way to Avengers Tower."

Just then, Doc Ock who had broken out of Fury's office and into the infirmary and he overheard their conversation. "Then that is where I'll go to get my revenge on that stupid wall-crawler!" he declared.

Fury and Hunter let out a grieving sigh in unison. "You again Doc Ock!?" he complained.

"Aw c'mon man! Why won't you..." Lance said, only for Ock to grab him by the chin with his tentacle.

"Silence and get out of my way!" Otto shot back. "I will not stop until..." he was about to finish his sentence, until Iron Patriot fired his laser at the tentacle, grabbed another one and punched the madman in the face.

"NO!" Iron Patriot declared. "I want MY revenge on YOU, Otto!" he swung Octavius into a wall and kicked him in the shin. "And I will have it by knocking you unconscious! Right here, RIGHT NOW!" he bellowed as he came at the tentacled villain with a series of street brawling punches. He kept punching Ock until he hit another wall in the hallway.

"As you wish, Norman Osborn!" Ock said, as he countered with a laser from his tentacle. "I destroyed Oscorp the last time we fought! And I will finish what I started by killing..." he was stopped mid-sentence again as Iron Patriot took him down to the floor and started beating him to a pulpy pancake. The others were watching in awe and horror as Norman rendered Ock's face bloody.

"Damn!" Mack said as he saw this. "He's beatin' the shit right outta him!"

"More like he's killin' him!" Miles said, while he covered his eyes. "Norman's gone crazy!"

Harry was horrified by the sight of the whole massacre. "Oh no. I gotta stop him before he takes his life!" he raced over to his father and grabbed his arm tightly. "Dad, no! Don't do it! Don't kill him!" he begged with tears flowing down his face.

Doctor Octopus wanted to force Norman's hand. "Go ahead, Norman! Finish me! Finish me off!" he tried to force Iron Patriot to murder him. But he thoguht about the consequences of those kinds of actions. Doing so could land him in jail and he'd never see his son again. "Do it! DO IT!" he begged.

But in the end, he dropped his arm as Harry let go. "No. Never again. I've been the Green Goblin before and I am never gonna go back to that ever again." he declared. "Face it, Otto. I've won and you're the one who lost."

"No. This can't end this way." Ock said, before he passed out from Osborn's brutal beatings.

The others all sighed in relief to see him stop. Fury was impressed by this change. "You knew that Octavius wanted you to give in to our anger that made you what you were before, didn't you?" Fury asked.

"Indeed so, Nick." Norman responded. "The very same monster that me and Harry against Peter Parker, who we wrongly blamed for trying to protect his friends and the only family he has left, and it nearly cost him his life. I swore to God, myself and my son that I would never go back to being that monster ever again." he told them. "And I intend to keep that promise."

Coulson's team all looked at him, and Melinda May knew that Norman's words were pure and true. "I like him already." she said.

"Me too." Mack said.

Harry looked up at his father. "Sorry I scared you all like that, especially you, son." Norman said to his son.

"It's alright, Dad." Harry said. "But don't ever do that again!" he begged.

"Deal." Harry and Norman shook hands and sealed the deal.

Triton, Amadeus, Quake, Mockingbird and Sparkplug all gave gratitude to Harry.

"You are a good person, Harry Osborn."Triton said.

"No argument there." Sparkplug added.

Amadues and Harry shook hands. "Well, I like your new name. American Son." he said. "It fits."

"Amadeus is right." Mockingbird patted Harry on the back. "Who knows maybe one day, you'd be a match for Grant Ward."

Harry began thinking about the HYDRA mole they have locked up. "Oh yeah, could you try to make sure he does not escape at all?"

"Sure, kiddo." Mockingbird said.

But then, Quake made a remark. "Keep it up, Harry." she winked at him, making him blush.

"Uh, sure Quake." Harry said, feeling embarrassed, and this caused everyone to burst out laughing, excluding Nick Fury who just smiled at this.

While the Avengers got in the spare Quinjet, Spider-Man, Black Widow and the Web-Warriors got into the Spider-Jet and the Agent's Of S.M.A.S.H. used the Jump-Jet to go after Red Skull and Mesmero who were racing towards Avengers Tower to meet up with their contact. Inside the jet the two villains stole, they were trying to get away from the heroes.

(Dare by Stan Bush plays)

"Have we lost them?" Mesmero asked.

"Not for long!" Red Skull replied. "I've begun to suspect that they are chasing after us!"

"Anything to avoid undoing the switch that I brought upon two Spiders and two Hulks!" Mesmero said, as he steered the jet.

"That is the least of your concerns!" Skull said back to him.

The heroes began racing after the villains in their air crafts, but as they did so, they spoke about what had happened to the two Spiders over the last several missions they were on.

"So let me get this straight." White Tiger said. "Black Widow, your boobs grew bigger due to the side effects of Nightshade's neo-genetic mutation serum in Transylvania, right?" she asked the Russian redhead.

"Yeah." Widow replied. "Spidey and I were turned into werewolves when that happened. Cap and Hulk were there and mutated too, except that Hulk was a giant were-lion."

"Sweet Christmas!" Power Man stepped up. "Talk about a weird monster movie comin' to life. That was one of the weirdest thing's ever."

Spidey explained "I'll admit things had gotten weirder and weirder then ever since Black Widow and I were paired as partners, fighting side by side." he admitted to his friends about what had sort of things had been happening since they started working together. "Except that the only thing that never changes is that loudmouth with a Hitler mustache that's been a constant royal pain in the ass."

The heroes all flew over the Times Square area, where J. Jonah Jameson was ranting his mouth off, like he always does. "This is J. Jonah Jameson of Daily Bugle Communications coming at ya live!" he started off. "The city is still reeling from the incident in Brooklyn involving that masked menace Spider-Man, the trouble making Russian Jezebel of the Avengers, Black Widow and the rampaging monsters, the Hulks earlier today! The civilians involved are alright, thank heavens but the damage on the buildings, apartments, stores and restaurants are permanently down! Every time they get involved, things continue to get worse and worse! If this keeps up, we must do everything in our power to put these costumed freaks and monsters behind bars! Mainly the two menacing Spiders!"

Iron Fist over looked this whole thing. "It seems that you're still the victim of Jameson's verbal backlash along with Spider-Man, Black Widow." he said, while Widow was still trapped in Spidey's body.

"One of these days, that asshole will be put in his place and his anti-Spider-Man criticism will be his undoing." Widow hissed.

"Good luck with that!" Spidey scoffed.

Cap chimed in and said, over the comm-link, "Spider-Man, listen. It doesn't matter what the newspapers say, or the politicians, or the mobs. It doesn't matter if the whole country decides if something's wrong or if something's right. This nation was founded on one principle above all else: the requirement that we stand up for what we believe in, no matter what the odds or the consequences are. When the mobs and the press and the whole world tell you to move, your job is to plant yourself like a tree beside the river, and tell the whole world, "No. You move."" he reassured the web-head. "Jameson doesn't define who you are. You do. And not by your words, but by your actions."

Hawkeye raised his eyebrow. "Uh..Cap, did you just make an unnecessary speech during our pursuit of Red Skull and Mesmero whose already en route to Avengers Tower right now?" he asked.

Cap realized that the heroes still had a job to do. "Sorry. I got ahead of myself." he said.

"Aye. But, I do agree with that statement, Captain." Thor said, stating his approval. "That is why we stood up to the Government when they tried to replace Hulk on account of him having a bad reputation in the past."

"Yeah, but you guys stood up for me when Truman Marsh tried to get rid of me because I was a monster." Hulk (in She-Hulk's body) said.

"Yeah, and I took your spot and did a better job than you, greenie!" Red Hulk boasted, like the five-star general he was.

But your recklessness and the destruction you caused said otherwise, Red!"

"Oh shut up Greenie!"

"No, you shut up!"

Spider-Man (in Black Widow's body) felt angry again and decided to let his own rage out by slamming the edge of his chair. "Would you two knock the shit off!? We're almost at Avengers Tower right now!" he complained. "Thanks to your petty argument, you made me realize that being ins Black Widow's body is much more better than being in either Wolverine or Hulk's body!" this caused the two colored giants to give him the angry dumbfounded look. After realizing what he said, "Oh crap, I just said that out loud."

"Smooth move, Spider-Man." Widow (in Spider-Man's body) said, before she winked at him.

"Sorry." the web-slinger replied. "Oh, and Natasha, my advice to you is never get turned into a pig or wear a hotdog costume to be chased by Devil Dinosaur." he said giving his girlfriend advice.

Widow raised an eyebrow. "Sure. I'll keep that in mind." The heroes kept on zooming over to the Avengers Tower to corner their enemies.

Red Skull and Mesmero landed their jet and began running until they got inside the the building. Little did they know that someone was watching them.

"We made it!" Mesmero shouted with sinister excitement. "We've arrived at Avengers Tower! What do we do now, Skull?" he asked.

Red Skull was about to answer, but was ultimately cut off when the alarm blared at them. "Intruder alert! Intruder alert! Intruder alert! Intruder alert!" said the voice of F.R.I.D.A.Y. as she spotted the villains trespassing on Avengers territory.

"Blast! It seems that...we fell right into a trap!" Red Skull said, feeling defeated. The two villains started to get out of there, but where stopped by a flaming ring that surrounded them. "What is this? Surrounded by a ring of fire?!" he inquired loudly.

"Yeah, created by me." Inferno said, while his eyes glowed red as he controlled the fire surrounding the villains.

Scarlet Spider appeared propelling from the ceiling on a web-line. "We got you bastard-faces right where you are!" he said, jumping down from the webbing.

"Not for long!" Red Skull pulled out his handgun, only to be taken down by a man who was dressed in all black, who looked like a jungle cat who appeared out of nowhere and scratched the German war criminal in the face and arm. This was T'Challa, king of an African nation called Wakanda. When his father was killed in battle he adopted his father's throne and became the Black Panther.

(A/N: I'm using the outfit Black Panther had in Iron Man: Armored Adventures. I really liked that outfit.)

"Let's agree to disagree, Red Skull." Panther said, as he released his claws.

"Black Panther?" Red Skull was shocked to see someone from Wakanda confronting him. "It seems that you followed in your father's footsteps!"

"And the Black Panthers before him." Black Panther added to that statement.

Just then, Mesmero grabbed the gun when Red Skull dropped it, but he soon saw a man with a red face, a gold gem in the middle of his forehead and a green body who had a golden cape a gold diamond on his chest and it looked like he had yellow gloves and boots. This was the Avengers former A.I., JARVIS who now called himself The Vision. He is a Synthezoid who was created by Ultron and fought alongside the Avengers through many battles. "Put the gun down, Red Skull and surrender Mesmero." he said. "It is the logical thing to do."

"Never! Not while I'm still standing!" Mesmero fired the gun at Vision but he made himself intangible and the bullets only hit the wall behind him and did not make a dent in him. "What? The bullets didn't hit you? But how?"

"I can do all sorts of things." Vision stated. "More than you can comprehend, Mesmero."

"That's it! I'm out..." Mesmero said, as he was about to leave the building only to have Scarlet Spider spin him around and punch him in the eye.

"You're not going anywhere, punk!" Scarlet said, in a frightening voice.

Spider-Man, Black Widow, the Web-Warriors, the Avengers and the Agents Of S.M.A.S.H. arrived as they saw the four other heroes cornering the villains. Cap flung his shield at Red Skull, knocking him out.

"Hey, Scarlet Spider!" Spidey said. "I see you, Black Panther, Vision and Inferno caught Red Skull and Mesmero!"

"Good work, you four!" Cap added, congratulating the two Avengers, Spider and Inhuman.

"Much obliged, Captain." Vision said.

"I was at the United Nations meeting when we received word that Mesmero caused mass hysteria regarding what he did to Spider-Man, Black Widow and the Hulks." Black Panther told them where he was when this was happening.

"And my pet dinosaur!" A-Bomb added.

"Our pet dinosaur!" Red Hulk corrected the blue smasher.

"Skaar hate being brainwashed by ugly little green man!" Skaar kicked Mesmero in the left leg.

Hulk (in She-Hulk's body) reported to them about what had happened. "We took out the bad guys back at the Triskellion, but Nick Fury was injured when they took over the place."

"And switched us in the process." Shulkie (in Hulk's body) added to what her cousin said.

Scarlet Spider then remembered some info he wanted to tell them. "Oh, and Avengers, about that Truman Marsh fella."

"What about that little asshole?" Hawkeye asked.

"Is there something you wish to tell us about him, Scarlet of all Spiders?" Thor also asked.

"Indeed so, everyone." Scarlet then relayed everything to them. "The real Truman Marsh died years ago, and then Ultron took his place in order to tear you apart from within yet again. He stayed in that form before he showed his mechanized face again and used the Government to put together the proposal for the Inhuman Registration Act." he revealed to them. This news shocked the Avengers to the very core. Even the Web-Warriors were shocked, and so were the Agents Of S.M.A.S.H. "But, me and Inferno stopped him before Black Panther and Vision arrived, right Dante?" Scarlet turned his head to the Hispanic Inhuman.

"You got that right, man." Inferno said, knuckle-bumping the Spider.

Everyone felt puzzled by the truth of Ultron's hidden agenda. "But how do you know all this, Scarlet of all Spiders?" he asked again.

"Let's just say that someone who's been associated with Captain America shared this information with me." Scarlet stated to them. "And this someone just so happens to be a blonde woman dressed in a white catsuit."

"Sharon Carter." Cap was amazed to hear that.

"Your current flame, Cap?" Falcon wondered.

"Yep. That's definitely her all right." Cap acknowledged.

"Zounds." Thor said.

The Web-Warriors did not know this. "Who knew Cap still had it in him." Cloak said.

"Not me that's for sure." Dagger said.

"Same here." Agent Venom added. "I should ask him about that some time."

"Me too." Squirrel Girl agreed with what Agent Venom stated.

Spider-Man (in Black Widow's body) went over to Mesmero, grabbed him by the arms and pushed him over to the northwest wall of building. "Alright, Mesmero. Listen up, listen good, you dummet-head!" Spidey said, with an overly angry stare in his eyes. "I am so sick and tired of you messing with my brain and putting it in someone else's body!" he shouted in complaint. "You've put me through hell and nearly ruined my life three times in a row and I hated it! Hate it, hate it, hate it! This has to stop! Right here, right now!" he hissed at the villain and kicked him in the face. "So, either you switch me, Black Widow Hulk and She-Hulk back to our original bodies or I'll pulverize you so severely, you'll be Dino dinner for Devil Dinosaur back at the Triskellion! NOW SWITCH. US. BACK!" he demanded violently.

This made Mesmero scream in horror. "Okay, okay, I give!" he pleaded. "I'll switch you all back!" he did so, by using his hypnosis eye on his forehead and just like that, the four of them felt a little weird but then, they felt something happen.

"Ah! I'm-I'm back. YES!" Spidey shouted in excitement as he was back in his own body.

"Thank God I got my body back." Widow said, with a sigh of relief. "And my voice as well."

"I'm me again!" Shulkie added.

"Much better." Hulk acknowledged.

"Good to have you guys back to your proper selves." said Iron Man.

"It's good to be back, Tony." Spider-Man replied to the armored Avenger.

"There you go." Mesmero said, with defeat. "You got your bodies back! Are you happy now?!" he complained.

"They look comfortable in their own bodies to me, man." Inferno said, getting a better look at this.

"Hey, Inferno!" Scarlet Spider went to ask him something. "Could you take Mesmero to The Tomb for me?"

"No problem, Scarlet Spider." Inferno went over to the villain, and placed cuffs on him. "Let's see if this mind controlling bozo will get out of this."

Hawkeye briefly interrupted their conversation. "Wait a second. The Tomb?" he wondered. "Are you gonna send that guy to his grave?"

"Not really Hawkeye." Scarlet responded. "The Tomb is where the most dangerous super villains ended up in."

"Oh, I get it now." Iron Man felt the light bulb in his head ding. "The Tomb is a new super villain prison just like the Raft, the Vault, the Cube, the Big House and Ravencroft, except it's slightly different." he deduced.

"Yeah, it is."

Spidey was a little baffled by this, and so was Widow. "I honestly don't know what all this talk about this Tomb prison is really all about." he said.

"Me neither." Widow agreed with her teenage boyfriend on that. "But, since we're back in our normal bodies..." she had a seductive smile on her face, lifted Spidey's mask off showing his true face, then she pulled him closer to her and she kissed him deeply on the lips.

This was a major shocker for everyone. "NO WAY!" everyone said in unison, and they even all collectively gasped.

Captain America cleared his throat to bet both Spider's attention. "Excuse me you two, but everyone is watching."

"Yeah, what he said." Hulk added.

"Looks like you guys got busted." Falcon responded.

"Big time!" She-Hulk giggled at this.

"Uh, oh." Spidey said, like his cover had been blown into tens of hundreds, thousands, millions and billions and trillions of pieces.

Power Man broke his silence, "You two kissin' each other!" he asked, shockingly. "Sweet melon balls!"

"Cold crab cocktail!" Agent Venom added.

"I have never in my wildest of dreams seen you two connect like this." Iron Fist said, feeling stunned.

Thor took the opportunity to say, "Lady Widow and Man of Spiders, be there something you wish to share with us?" he asked.

"Umm...That's what I would like to know too, because you've got some 'splainin' to do." White Tiger agreed with the mighty God of Thunder, and Spidey and Widow turned their head's to Nova, who had an innocent look on his face but was not smiling.

"Hey, don't look at me!" Nova deadpanned. "I didn't tell them about you two getting chummy with each other!"

"WHAT?!" the Web-Warriors said in unison, feeling shocked that Nova kept it from them ever since the Spider's and him teamed up with Star-Lord, Silver Surfer, Adam Warlock and Quasar to save the Guardians Of The Galaxy from Terrax.

White Tiger got up in Nova's helmet covered face. "Nova, why didn't you tel..." she was about to finish her sentence but was ultimately cut off when Peter went and came out with it.

"Hold it!" he said. "Okay, we'll come clean about us! Jeez!"

"If we tell you this, don't tell Nick Fury about it because we're trying to keep it a secret from him until the time is right." Natasha offered.

All the heroes looked at each other, muttering to themselves. "Okay, what're you gonna tell us?" White Tiger asked.

"Well, the truth is..." Peter started off.

"Spider-Man and I..." Natasha continued.

After a few seconds of silence, they said together "We fell in love!"

"WHAT!?" everyone said in unison, while Cap, Hulk, the Agents Of S.M.A.S.H. and Falcon kept quiet.

"Yep, it's true." Peter said to everyone. "We fell in love and decided to start a romantic relationship after we took down Deadpool, Grant Ward and Yelena Belova. We've both been connected out of the blue in so many ways."

"Let's just say that I found him attractive and handsome." Widow added to what her boyfriend said to the other heroes. "And, his sexy abs speak for itself."

This made Peter's cheeks turn bright red. "Aw, c'mon Natasha. You're making me blush, babe."

This shook Hawkeye to his very core, granted he was married, but he began to scream really loudly as a whole bunch of champagne glasses to break and a window too.

"Whoa! I didn't know Hawkeye could scream that loud!" Peter said.

"Yeah, ol' Legolas is screaming like a girl!" Red Hulk agreed to that.

Everyone all laughed at Hawkeye for his screaming after he stopped. "Looks like he'll be auditioning for a falsetto in the Opera!" Peter snickered.

"Even Nova screams like that if he saw a bunny." Widow commented, making the human rocket disgruntled.

"No, I don't!" Nova said feeling nervous. "Well, sometimes." he added as he huffed and puffed.

"No, no, no, no, NO!" Hawkeye ran around feeling frantic. "This is my worst nightmare come true! Spider-Man and Black Widow being in love?! This is really, really, really nuts!" he shouted.

"Need I remind you that you are married, Hawkeye?" F.R.I.D.A.Y. asked, reminding Hawkeye of his family.

"Oh, right. Silly me." Hawkeye said as he took a deep breath.

"Sorry Hawkeye, but I win the bet." Iron Man said. "So you owe me a Shawarma sandwich."

"Which also means that you're buying dinner for the Avengers as well." Cap added to what Tony said. "Especially the Hulk."

"Yep, that's the sound of a huge stomach growling." Hulk said, as he felt empty in the gullet.

"Mine too." She-Hulk added, feeling her stomach.

"The rest of us Hulks would like something from that Shawarma place too." A-Bomb added. "Not to mention that us Hulk are really, really hungry." so, the Hulks went with Hawkeye to the Shawarma restaurant.

"Worst. Day. Ever!" Hawkeye groused as he walked with the Agents Of S.M.A.S.H. out of the tower.

"So, what do you think of our relationship?" Peter asked.

"I'm cool with that, man." Power Man said. "I don't have a problem with it."

"Indeed." Iron Fist added.

"I'll go with it, but I just wish that you would've told us about this earlier." White Tiger said, feeling left out of the loop. "And don't worry, I'm not upset. I'm just saying though."

"Fair enough, Ava. What about you Squirrel Girl?" Peter asked.

They saw Squirrel Girl and She-Hulk singing in unison teasingly. "Spider-Man and Black Widow, sitting in a tree. K-I-S-S-I-N-G!" they sang as they laughed and slapped each other on the back.

"I guess Squirrel Girl's already with it too, but listen guys." Peter had something to inform them all of. "Don't tell Fury about our relationship being established and also don't spread gossip about it back at the Triskellion either. We're just trying to keep it a secret from him."

"Hey, we're a team web-head." White Tiger said. "Your secret is safe with us."

"Yeah, what she said." Nova added to that agreement, as he folded his arms in jealousy. "Although I'm jealous that Spidey has gotten himself a hot, juicy, beautiful and sexy babe in the Black Widow, who happened to be a perfect 10 by the way." he remarked.

"Dream on, buckethead." Peter joked, and everyone found that to be very funny.

"Well, the Avengers will be doing the same thing as well." Captain America said, agreeing on the Avengers behalf.

Iron Man added to that agreement. "Yeah, after all, Natasha's a member of the Avengers roster and Spider-Man, Peter Parker is a reserve member." he said as his mask opened up to show that he had brown eyes neatly groomed black hair and a beard-mustache combo.

"Sounds cool and all, but the Triskellion's too badly damaged, so we can't use it as our headquarters for a while." Cloak said.

"Which also means that we can't come back to it for the time being either." Widow said, with a submissive look on her face.

But then, Scarlet Spider spoke up. "Wait, you guys lived in the Triskellion?" he asked.

"Yeah." Dagger said. "But now that it's wrecked, we have nowhere to go."

Scarlet folded his arms, and then thought of something. "Why don't you guys live with me in my loft for a while?" he offered.

The Web-Warriors all turned their heads to the Spider in red and black with the blue hoodie and were stunned by the offer he made. "Wait, you have a loft?" Spidey asked.

"Yeah. It over looks Central Park, where I go work on my Way Of Spider fighting style." Scarlet replied. "You guys can live with me until the Triskellion get's repaired."

They all thought about it. "Well, I don't see why not." White Tiger said.

"Yeah, well that depends on if you've got plenty of space in your loft." Nova wondered.

"Oh, believe me, it's got enough room for all of you and more." Scarlet Spider replied to the human rocket.

In his thoughts, Peter said, "I didn't know anything about this. But, this does sound like fun." Then he snapped out of it, and asked, "Scarlet, you mind if Nat and I spend the night at your loft?"

"Sure, bro." Scarlet replied, accepting Spidey's offer.

Later that night, at Scarlet Spider's loft, Miles, Harry, Norman and MJ had already arrived there along with Scarlet Spider. Skaar, A-Bomb, Red Hulk, Hawkeye, Thor and Hulk all got on the PS4 and began playing racing games while Dr. Connors reunited with his wife and son and Rio was happy for her son.

"Oh, Curt, I'm so relieved your alright!" Martha said, as tears flowed down her face.

"Me too, dad." Billy said, hugging his father.

"Well, Peter did what he thought was best to bring me back." Curt replied. "And, Rio, thank you for looking after my wife and son."

"No problem, Dr. Connors." Rio said. "And Miles, I'm glad you saved a federal life."

"Thanks Mom." Miles said, as he embraced his mother.

Harry felt relieved that his father did not kill Otto Octavius, even if he wanted to.

"Harry, I really don't feel good about what I did." Norman replied. "I could have killed him, but you stopped me."

"Well, I didn't want you to get arrested for what you would have done." Harry said, as he sat down next to his old man. "You're the only family I have, and you have been doing a great job ever since you and mom got divorced."

Norman smiled at his boy, "Thanks, son." the two of them hugged.

Mary Jane was out of her Symbiote costume, and went over to join Flash and Amadeus. "Hi, boys." MJ said. "So, anything new happen while Miles and I were helping the Agents Of S.M.A.S.H.?"

"Well, there is a new Spider hero, and believe it or not, she's Captain America's daughter." Flash said, after he got out of his Symbiote costume and into his varsity jacket, blue shirt and darkwash jeans.

MJ was stunned to hear about that. "Kaitlyn is Cap's daughter?!" she said with surprise. "Wow! I'm glad that I met her. I would like to get to know her more often.

In the other room, Steve Rogers, Tony Stark, Sam Wilson were talking to Phil Coulson who was on the monitor Scarlet Spider had in his loft and they were joined by a redhead with freckles on her face and was dressed in a business suit. This was Virginia 'Pepper' Potts, Tony Stark's secretary, who was also Rescue. Her and Tony were gonna get married, but they have not decided on when it will be.

"So Phil, how's Nick Fury doing?" Steve asked.

Phil gave them the update on the S.H.I.E.L.D. Director's condition. "His ribs are pretty banged up but he's still alive." he said. "Nothing seriously fatal though."

"That's good news." Tony said. "Even I had my differences with him, but I wouldn't wish anything worse for him." Pepper then kissed Tony on the cheek.

"That was nice of you, handsome." Pepper said.

"Thanks, Pepper." Tony said to his fiancee.

"Well, at least all the super villains S.H.I.E.L.D. captured are transported to the Raft, Ravencroft and that new unique prison called the Tomb where they won't escape, even though they eventually will." Sam Wilson replied.

"Speaking of which, Arcade escaped." Phil said, showing footage of a short Asian man with poofy orange hair dressed in a white jacket, colorful bow-tie and work shoes bolting out of his cage. This was Aracde, a mutant who can talk to all kinds of technology. He is also a skilled hitman and an evil genius, who happens to be an enemy of the X-Men.

"He escaped from the Triskellion during the raid by HYDRA, Abomination, Leader, Yelena Belova and the Sinister 6?" Steve wondered.

"Affirmative, Cap." Phil replied. "Rumor has it that he's targeting the X-Men because of his history with them, mainly Wolverine."

"Wow, that doesn't sound good." Pepper said, feeling worried. "I mean there could be more bad guys that are targeting Spider-Man and/or Black Widow." she felt concern for the two spiders.

"That's why one of our Agents is working undercover to infiltrate the hideout of the villain who has been secretly hiring the rest of the world's super villains to hunt down Peter Parker." Phil added to that.

The Avengers did not know about this, nor did the Agents Of S.M.A.S.H. and it was utterly baffling to them all. "I hope that the Agent's cover won't be blown or if the Agent will be compromised." Cap said, feeling concerned for the agent that is undercover.

"It's best that you keep Peter and Natasha in the loop about what's going on." Tony said. "If they need us, we'll be there for them."

"Will do." Phil said. "Oh, by the way, Cap's daughter, Kaitlyn Rogers, who is now calling herself the Astonishing Arachnid is now the newest member of the Web-Warriors." he said, formally inducting the new Spider onto the team.

"That's great news, Phil. I look forward to seeing what she can do in the future. Although, I would like to know more about my daughter as you would say." Steve said, feeling the need to get to know Kaitlyn. "Between you and me, Phil, I'd like to be kept informed of her progress as well."

"Understood. Coulson out." Phil said, before he shut the monitor off on his end.

Pepper took the time to speak to Cap about it. "So, Steve, about this daughter of yours."

"Oh you mean Kaitlyn?" Steve asked.

"Yeah, did you know that you even had her before both of you were cryogenically frozen?" Pepper asked. "Don't worry, I'm just asking out of curiosity."

"To tell you the truth guys, I didn't even know I had a daughter until tonight." Steve confessed. "I must have accidentally gotten Peggy pregnant before I sacrificed myself to save the world from Red Skull in our final confrontation before we both resurfaced into this modern world." he thought.

"So any chance you might wanna spend some time with her so you could catch up on the speed of things?" Sam Wilson asked.

Tony had a worried look on his face. "I don't know if I recommend that."

"Actually, Tony, Sam has the right idea." Steve agreed with what the Falcon said. "Maybe I should get to know my daughter a little better." he walked right over to Katie, who was now dressed in a pair of blue denim jeans, a magenta long-sleeve shirt under a black t-shirt with a stick-person riding on a skateboard. "Kaitlyn. Do you have a minute?"

"Sure, dad." Katie said.

"Tony, Pepper and I were wondering, how is it that you came to be?"

"Oh, well, I found out from Sparkplug that I really am you're biological daughter, but HYDRA created my powers." she revealed, making the three shocked with that 'WTF?' look on their faces. "HYDRA wanted to make a new super soldier serum through me. I was cloned from your DNA, spread across Europe. I was cryogenicly froze me for 60 years. I was in a cryo-pod that Spider-Man found when he and Black Widow were fight someone in a red and yellow outfit with silver gauntlets on his arms."

"Shocker." Pepper said.

"So that was his name." Katie said. "However, Peggy Carter isn't my mother, my biological mom died of Cancer after the war."

"Well, I thought I got Peggy pregnant before I sacrificed myself to stop Red Skull's plan after the war." Cap said, turning his head to Tony.

"You didn't." Katie relieved the patriotic hero.

(A/N: I used the updated bio on Arachnid from iPandaDrawer as a reference.)

"Well, I'm glad I met you, Kaitlyn." Steve said. "And, I'm sorry about your biological mother. I would've loved to meet her."

"I'm sure she would've loved to meet you too. You can call me Katie if you'd like." Katie said, as she walked over to the fridge to get something to drink.

Later, in the bathroom, Peter and Natasha were taking a bubble bath, and were joined by Doreen Green, Tandy Bowen, Ava Ayala and She-Hulk. The lot of them discussed the adventures Spidey and Natasha had, including one they both felt mind-blown about.

(Room In Here by Anderson .Pakk Feat. The Game and Sonyae Elise plays)

"So Natasha gave you a lapdance when she was hypnotized by that Blue Swede song, 'Hooked On A Feeling'?" asked Doreen.

"Actually, she hated hearing that song so much, it made her move her body to the beat, give me a lapdance and we got frisky with one another." Peter corrected. "It shocked Nova so much, he ended up dropping his jaw all the way to the floor."

Natasha laughed, uncharacteristically. "Yeah, you should have seen his face." she said. "He was like..." she made a gasping face to imitate the look on Nova's face during the mission in question, and the girls all laughed with them.

"Oh, my God!" Tandy said, while she laughed. "I didn't know his mouth was wide open!"

"No wonder Sam Alexander has a big mouth." Ava remarked, jokingly. "He has a mouth the size of Hulk's fist."

"I wish that were true, Ava." Jennifer laughed.

"Speaking of something big, you should have seen Terrax!" Peter said. "That guy is twice or three times our size! Fighting guys like him was a challenge, a video game sized challenge!" he stated, denoting that a victory over Terrax was not easy.

"So you, teamed up with the Guardians Of The Galaxy to stop him?" Shulkie asked.

"Yeah, but before all that, we had to help the Silver Surfer while he was in the Negative Zone fighting Nebula." Peter stated. "After we saved him, he decided to get in contact with Adam Warlock and Quasar so they could help us out." the girls were amazed to hear that. "We all took Terrax down and sent him packing to the Nova Corps. where he was sentenced to life in an intergalactic prison known as the Kyln."

The girls were all shocked to hear that. "Whoa. I wouldn't last two minutes in that prison." She-Hulk said. "I heard that the prisoners there are using sleeping mats and a few of them are all sleeping in the same cell that can lock them up 15 to 20 years for life. And it's also possible that some of the big cheese authority figures are using tax paying money to keep that prison going."

"Just like in the U.S.A.." Peter commented on that statement.

Doreen had another thing one her mind. "So Peter, what was it like to be in Natasha's body and vice versa?" she asked.

"Well to be perfectly honest with you ladies, despite dealing with having bigger boobs on your chest, the center of gravity, female hormones, long flowing hair, and all that, being trapped in Natasha's body was weird and freaky at first but after learning what a real female body is capable of, it made me understand and appreciate a woman from her point of view." Peter replied. "And don't take it the wrong way Nat, but being in your body is a lot more better than being in the body of Wolverine, Hulk and Loki, being turned into a werewolf and little bitty pig as Spider-Ham and having my own body possessed by Doc Ock when he controlled my brain three days ago. All of them were brutal but switching bodies with you is all worth it."

Natasha scoffed, "Keep dreaming, bodyswap boy." she teased.

That comment actually made Peter stammer nervously. "Hey, I resent that...doi!" he facepalmed himself and the girls were all laughing at his expense, making him feel defeated in a way. "Yeah, yeah, laugh it up all you want girls."

The laughter was soon brought to a halt when Red Hulk, Thor, A-Bomb, Skaar, Hulk and Hawkeye came barging into the bathroom unannounced. Hawkeye was being chased by the thunderer and the smashers.

"Hey, do you guys mind!?" Peter raised his voice at the lot of them. "We're in a bathtub with no clothes on!"

"Yeah, how about some privacy!?" Natasha added.

"You perverts!" Ava roared while Doreen and Tandy screamed with fright. Jen covered her bosom while her bottom was in the tub.

"Our sincerest apologies ladies and friend Peter but Hawkeye ate the last potato chip and insulted us!" Thor told them.

"Aw, c'mon!" Hawkeye complained. "It's just one little potato chip. Besides, you morons are too slow, too little, too late." he taunted.

"Oh yeah?!" Red Hulk countered. "I'll show ya whose the moron when I get my fuckin' hands on that pencil neck of yours!" he declared.

She-Hulk got up and exposed her full body to them. "Maybe I'll give you guys a hand with that." she said.

"Jen, towel? You're exposing yourself in front of us!" Hulk said, covering his eyes.

"Then turn aro...whooooooaaaaaa!" Jen accidentally fell and splashed Peter and Natasha. "Heh, heh. Oops!" she said, nervously.

"Aw man! Shulkie, look what you did!" Peter complained.

"Sorry guys, but this is all Hawkeye's fault!"

"No argument there, Jen!" Natasha hissed as she stood up and exposed her sexy body to everyone. "And for that, I'm gonna kill him!"

"Oh crap." Hawkeye said, taking his sunglasses off and leaving them on an end-table and bolted right out of the bathroom, with Thor and the Hulks bringing up the rear. Jennifer and Natasha stood up

"Clinton Francis Barton, you get back here right now!" Nat demanded. "Wait till I get my hands on you and rearrange your limbs you son of a beehive!"

(Song Ends)

Before the two ladies started running off after the acrobatic archer, Jen had a baffled look on her face. "His middle name is Francis?"

"Yep." Nat replied as her and Jennifer laughed about it as they ran off after him.

"Hey, wait for me!" Peter said as he stood up and bolted out of the tub and ran to catch up with his girlfriend and his favorite Agent Of S.M.A.S.H.

Ava, Doreen and Tandy noticed that they did not get their towels. "Wait, guys! Are you forgetting...oh, never mind." Ava said, feeling too late to inform them, but the three of them were a little embarrassed to have see Peter's hard member and how long it was.

"Who knew that Spidey had a bigger dick than Nova and the guys." Doreen said.

"Certainly not me, that's for sure." Tandy added.

"You said it, girls." Ava added.

Sam, Danny, Luke, Tony, Steve and Katie saw the whole thing happening and Katie covered her eyes. "Whoa! Hey, guys look!" he pointed at them. "Webhead and Natasha are goin' streakin'!" he laughed only for Katie to kick in the balls.

"Shut it, Nova!" Katie dismissed the human rocket. "You have no right to say that about them!" she walked right over to the supply closet.

Luke took the opportunity to inform the two Spiders, "Hey, Pete, Natasha, y'all forgot your towels!"

Peter looked down at himself and noticed that his dick was showing, as were Natasha and Shulkie's buxom breasts. "Ah, Natasha, do you realize that we're chasing after Clint in our birthday suits?" Peter asked.

"Yeah. So what?" Natasha didn't care as long as she would get the chance to beat her former partner up. "I just want to kill him!"

Tony was turned on by this. "Wow, the view of Natasha Romanoff in her shining glory is better than ever." he remarked only to get elbowed in the gut by Pepper.

"Honestly Tony." Pepper deadpanned. "God, you're such a perv." she facepalmed.

"Should I..." Cap nearly asked, but Katie went over to her father.

"Got the Towels, Dad!" Katie said as she rushed over to the spiders and the jade giantess.

"Hey, wait for me!" Steve said as he followed his daughter.

As the Hulks, Thor, Spider-Man and Black Widow chased Hawkeye throughout the Loft, Scarlet Spider went into his room and decided to look over a map he had hidden. He began thinking about something he never shared with the others at all.

(If You're Gonna Be Dumb, You Gotta Be Tough by The Deadly Syndrome plays)

Hawkeye kept running until the Hulks, Thor and the Spiders made a wrong turn and he went up the stairs all the way to the rooftop and began panting. "I think I lost them." he said. "Looks like I...what's that sound?" he heard something coming at him, and saw Devil Dinosaur right behind him. "AAAAAAHHHHHH! A red Tyrannosaurus Rex!" he shouted. He also noticed that he forgot something. "And I forgot my bow and arrows too! So...HEEEEEELLLLLLPPPPPPP!" he screamed, making the Spiders, the Hulks and the Asgardian prince race up to the rooftop to see Clint being chased by Devil Dinosaur, which made them laugh at his expense.

"Looks like Devil Dinosaur will take care of him for us instead!" Peter said as he laughed along with Natasha and the others.

"Serves you right, Clint Barton!" Natasha said, taunting her ex-partner.

"Not helping Natasha!" Clint shot back. "Now get me outta here! Help me!" he begged feeling like karma happened.

(A/N: You know the old saying; Karma's a bitch!)

"We would help you Hakweye, but we'll sit this one out since you disrupted our bubble bath. So..." Peter was about to continue what he was saying. "Nah!"

Katie then took the time to stop them from laughing. "Hey guys, aren't you forgetting something?"

"Yikes!" said Peter as he covered his foreskin covered manhood. "I knew this would happen!" Natasha covered her womanhood and her boobs, as did She-Hulk. "That's what I've been trying to tell you, Natasha!"

"Quick, pass the towels, Katie." Natasha asked, and Kaite did so as Peter placed one around his waist, while Natasha placed her's around her whole body as did Shulkie. "Thank you, Katie."

"No problem." Katie said back to the Russian redhead. "Better get back inside before you both catch a cold." And so they did go back inside.

"Hate to say this to you Nat but I told you so." Peter stated.

"So what? It was worth it!" Natasha said back to her boyfriend.

Peter got a look at Natasha's bust, even if it was wrapped up. "Wow, Nat, your boobs look much bigger when their wrapped in a towel.

Natasha blushed. "Stop it, Peter. You're embarrassing me."

When the two Spiders returned with She-Hulk to the bathroom, with their towels on their private parts, they took them off and rejoined Ava, Tandy and Doreen in the tub.

"Now where were we?" Peter asked. "Even though I saw all of you naked at the same time." he blushed.

"Yeah, you saw us naked Pete." Ava pointed out. "Just don't tell the guys that you did because that'd be embarrassing if you did."

"I agree with Ava." Doreen agreed.

"I second that emotion." Tandy responded.

"Scout's honor." Peter did the two finger to the forehead gesture.

Natasha laughed in front of the girls. "You're not even a boy scout, Peter." she said. "Just a teenager who I find very, very sexy." she purred.

"Easy there Tigress." Peter quirked, but then his phone began to vibrate.

"Peter, your cell phone is ringing." Tandy pointed out.

"I wonder who it is?" Jen asked.

"Oh, it's my Aunt May. She's on vacation for a while with some friends of hers." Peter picked up his phone and began to speak into it. "Hey, Aunt May."

"Hello Peter." May said, on the other line. "How's everything back home?"

"Oh the usual." Peter responded. "Except that I had a Freaky Friday today when I crossed path's with that mind-manipulating mutant named Mesmero, that guy made me and my beautiful girlfriend switch bodies with each other. Not just our bodies, but our voices too! It was the freakiest time of my life!"

"Oh dear! That was terrible!"

"I know, but somehow, someway, while me, my girlfriend and the Web-Warriors teamed up with the Avengers, the Agents Of S.M.A.S.H. and Coulson's team to take on Mesmero, Yelena Belova, Abomination, this big-headed guy who calls himself The Leader, Doc Ock and the Sinister 6 who has a new Rhino, my girlfriend and I grew to love a appreciate each other and understood each other's point of view when we were swapped." Peter reassured.

May was astounded by how her nephew's victory over his enemies. "That's great, Peter. I'm happy to hear that." she responded. "I just got back with the Bartons from the Amusement Park just to check on you."

"Well, we're okay now." Peter said. "We were washing up, relaxing and enjoying each others company after being in each other's bodies all day."

"Okay dear. I'm turning in for the night so I can take the next trip to Denver tomorrow." May said. "I'll talk to you later."

"Okay, good night Aunt May."

"Good night, Peter." May said as the both of them hung up their phones.

She-Hulk did not know that Spider-Man had a family before she met him and/or read about him in the papers. "So, does your Aunt know that you're Spider-Man?" she asked.

"Yep, she does." Peter responded. "I kept my identity a secret from her until I found out that she already knew I was Spider-Man all along during the Contest Of Champions." this had the girls virtually stunned as they all had a gaped mouths.

"That's unbelievable!" Tandy replied.

"I know!" Ava added. However, Doreen had something she wanted to say but her face was a very bright crimson red.

"Hey, Doreen. What's on your mind?"

"Well, how should I put it?" she muttered to herself. "Even though you and Black Widow are currently dating, I gotta admit that I had no idea how handsome you look under the mask." she complimented.

"Me too!" Tandy added.

"Me three!" Shulkie also agreed with what the two teenage heroes said.

"Then that makes four of us." Natasha agreed.

Peter felt a little bit embarrassed, but Natasha didn't mind it a little bit. Peter then re gained focus and responded by asking, "Wait a minute. Are you girls teasing me?"

The girls all looked at each other, "Maybe." they said together at once.

"Well, in that case..." Peter pointed his right index finger at them while he clicked his tongue and winked making them giggle with delight as he and Natasha kissed each other on the lips.

Little did they know, outside a lone feminine figure dressed in a ripped jungle-girl styled outfit over looked them and said to herself. "Looks like Beyonder was right, he and Black Widow are the ones who can help us stop the Mutabug threat." She then jumped off of one rooftop and landed on another one.

(Song Ends)

Back at Mysetrio's hideout, he felt down that the takeover was a disaster, but happy that the Triskellion was in shambles.

"Hmm, looks like we won't have to worry about the Triskellion for a while now." Mysterio said. "And it would seem Arcade my prove yet a brilliant distraction for the Spiders while we initiate the next step in our plan."

"True." Carnage added.

It is then that someone is contacting them on the monitor again, this time it was someone with a shadow over his body. "Ah, Quinton Beck/Mysterio, master of illusion, so delighted to meet you monitor to monitor."

"Who are you?" Mysterio asked.

"Just someone who has information on Spider-Man's father...And I shall share it with you and Carnage."

"Hmm, this sounds interesting." Carnage said, laughing like a psycho.

Little did they know, 'Harvey' was overhearing the conversation. "Oh, shit! Looks like Peter is in some deep danger now." he thought. "I gotta think of something, but what?"

To Be Continued...

Well, there you have it folks. Chapter 10 is officially done! I'm sorry I didn't update sooner, been having some problems of my own. That part about Truman Marsh dying prior to all this, it was revealed in Avengers: Ultron Revolution, Civil War - Part 3. I just thought I'd put in what would happen if Scarlet Spider drove Ultron away before he could carry out his scheme. Also, I'm gonna rewrite chapter 1 of the story. I feel the need to rewind back to how it all started. That, and my boss will be in Dallas. By the by, Happy April Fools day!

Stay tuned for Chapter 11: Arcade's Revenge! Spidey and Widow are out having dinner, but then they are attacked by robots that were sent by the villain known as Arcade, who has captured the X-Men, now the Spiders have to save them from Arcade's dastardly plot. Can they save the coolest mutant crusaders before this villain topples them? Find out next time!

Please Read, Review, Fave and Follow. And remember, NO FLAMES!