Yea I just watched Ultimate Spider-Man the TV Show season 3 episode 1, and holy hell I hate that show even more now. Just good god just watch it cause I felt like beating the hell out of the writers of that show! They really replaced Spectacular Spider-Man with this crap? Sigh damn you Marvel, anyway here's the next chapter.

Vol 2, Chapter 4: Countdown Part 1

"We're all ready to move in Captain Madara." Shisui said into his radio with his SWAT team behind him ready to swam Iruka's house.

"Move in and take him down! But don't kill him unless you have to." Madara replied back.

Shisui nodded "Alright men we're going in!" He said as they him and his men kicked down the front door "Umino Iruka!" Shouted Shisui as he readied his assault rifle. "You down check the upstairs we'll look around here." He told two officers as they rushed up the steps and the other two checked around the house.

"Shisui I've found I door I think it leads to a basement." His fellow officer told him.

Shisui narrowed his eyes at the door "Probably where he's hiding at, move in!" He then kicked down the door and rushed down stairs and the other two followed him. The basement was dark, no light at all. The officers turned on their flashlights and looked around but saw nothing.

They were all nervous and worried of what could pop out. They then heard a low growl from behind and were greeted with glowing yellow eyes "Hello officers I figured you'd be here sooner or later...I could smell the fear on you." Came Iruka's cold voice.

The Uchihas readied their weapons "Hold it right there Umino, we're under order to take you in!" Shisui yelled as he sweated more and more as the seconds went by.

Iruka give them a deep chuckle "You can be the first bunch that I'll save!" He said as he threw a gas container at them.

The Uchiha froze as the container hit the ground as the gas was released they tried to use their gas mask for protection but it was far too late. They began to choke and their skin turned green. The grown men then started to flop their bodies around on the floor like a fish out of water, they screamed out in pain as their transformation continued.

Iruka laughed as the other two rushed down stairs, and he prepared another gas bomb. Nothing was going to stop him now.

With Naruto

Naruto woke up with his head pounding and he felt a sharp pain in his chest. He then noticed bandages around his head along with his chest. He looked around and saw he was on a medical bed, he walked up from his bed when he heard a door open.

Shizune walked in and saw Naruto awake standing up "Naruto-kun!" She said as she ran to hug her little brother figure.

Naruto was caught off guar by Shizune's sudden hug and he pulled back with a confused look on his face "Shizune-neechan? What happened?" He asked.

Shizune pulled back as well blushing realizing the young man was still shirtless and she could feel his hard chest as she hugged him. "Well Naruto-kun after you were knocked out by that monster, me and Tsunade-sama took you back here to her house for medical treatment." She explained.

Naruto's eyes went wide as he realized just what happened in his battle with the Lizard, which meant "You and Obaa-chan know I'm..."

Before Shizune could answer Tsunade walked into the room "Shizune I brought the IV." She said as she dropped the bag of IV and her eyes watered as she looked to see Naruto up "Naruto.." She said in a low voice as she reached to hug him. "Thank Kami-sama your ok I was so worried!"

Naruto lightly pushed Tsunade off of him "I' fine Obaa-chan but where is the rest of my costume? I need to go!" He questioned the blonde woman.

Tsunade was shocked to hear this "Go!? But you just woke up!"

Naruto then spotted the under half of his suit with his mask and web shooters on a table he then walked to get ready. "I know but you don't understand, the Lizard is still out there I need to stop him before anyone else gets hurt." He told her.

Tsunade shook her head "No you're right I don't understand, how long have you been doing this?" She pointed to the boy "Naruto just what the hell is going on!" She demanded.

Naruto sighed "Obaa-chan I've been doing this for a month now, I got these powers around the time I beat up Neji." He explained to her "During the field trip to Root Industries I was bitten by a super spider that transferred it's powers to me somehow. That's how I got like this."

Tsunade frowned "That doesn't explain the costume and everything else! Or why you were risking your life fighting that monster at school!"

Naruto looked down in shame "It's because I helped create that thing..." He said as he then ran past Tsunade and Shizune and opened the nearest window. He looked back to them "I helped create that monster, it's my responsibility to stop him. I'm the only one who can stop him!" He told the two. Tsunade was going to protest but Naruto stopped her "I know you don't understand now but just bare with me, this is the only way I can make up for what happened to Jiraiya-Ojisan."

Tsunade stared questionably at Naruto "What do you mean?"

Naruto then slid on his mask "I'm sorry I'll explain later." He said as he leaped from the window and began to web swing away.

"Naruto!" Tsunade called after him but he was alright gone. She and Shizune had a million questions they wanted to ask but knew that they'd have to wait for Naruto's return for them to be answered. "You better make it back safe Naruto!"

At Konoha's Neon District

The city was in chaos, suddenly mutated green monster appeared and attack. They threw gas bombs at large crowds of people and they too would become one of them. The Uchiha police force had their hands full, there more monsters appearing left and right. Bullets didn't seem to work on the beasts so keeping the at bay was a real challenge.

"Keep firing! We can't let them reach the civilians!" An officer shouted as he keep firing at the incoming horde of green hissing monsters rushing them.

"Oh Kami-sama! They're everywhere!" One said as he blasted one with a shotgun but it only got back up and attacked him.

The officer looked in horror as the beast readied his claw ready to finish him but he was stopped by a web. The mutant looked to see what stopped him and was kicked away as Naruto cam crashing down sending the monster flying with a web swing kick. "You ok?" He asked as he landed next to the officer.

The other lizard creatures hissed as they saw Naruto and rushed him, Naruto's spider senses went off as he dodged a lizard that jumped on top of him. As the lizard clawed at his face he then threw the lizard off of him sending him into a wall hard. The other six rushed Naruto, and he needed to take them out quick and swiftly. Jumped into the air and web zip to one and punch him in the face, he then turned to deliver a powerful spinning kick to another behind him. Naruto then jumped into the air again and shoot his web onto another lizard man and spun him around to knock out the group of mutant surrounding him. He knocked the lizards around him as they went flying all around smashing into cars, building's walls, or the hard street itself taking them out instantly then slammed the lizard he used into the ground.

Naruto panted as he finished them off then looked to the Uchiha police who were standing watching in amazement. "Damn he took them down like it was nothing.'

Naruto then heard in coming police cars, as he was defeating the lizard one of the cops called in back up and said Spider-Man was at their location. As the cars surrounded him one stepped out of the car and it was non other than Uchiha Madara. "Well, well here I though I'd have to hunt you down and yet here you are." He said in a cocky voice as his men readied their weapons.

Naruto was surprised by this "Hey the hell are you doing!? I'm on your side!" He pleaded as he raised his hands.

Madara shook his head and glared at the masked hero "My side? My said works with the law, and we don't hide our identities with mask. For the sake of keeping the people of Konoha safe I'm taking you in." He explained but had other reason. For one he didn't need so guy in a costume doing his job for him, and second it was an order from Danzo.

Madara shouted to his man to open fire if Naruto tried anything, Naruto gulped there was no way no matter how fast he was to avoid all their weapons. "Wait!" Came a familiar voice.

It was Obito "Oto-san you can't do this!" He told his father.

Madara groaned annoyed "For the last time Obito, it's Captain Madara when we're on duty! And yes I can."

Obito pointed frowned and pointed to the lizard's unconscious bodies "He took this monsters out! Something we couldn't do for the last hour, he's our best bet for stopping them!" He shouted to his superior.

Madara frowned "And how do you know?" He questioned his son.

Naruto then spoke up "He's right I can stop this lizards, I just need you and your men to hold off these little guys while I go after the big one that attack at the high school earlier."

"Big one?"

"The original, he's planning something big. He's gonna turn everyone into lizard mutants!" Naruto explained in a panic filled voice. "Only I can stop him!"

Madara narrowed his eyes "By any chance is the that big one named Umino Iruka?" He asked as Spider-Man nodded. Madara sucked his teeth, Shisui's team never did report back.

He looked over to his son who nodded and his to his men who were awaiting orders. He then sighed "If I let you go, we you promise me you'll stop this?" He questioned Naruto.

Naruto nodded "I will, I'm not completely sure but I will." He answered honestly, his tone full of confidence.

Madara then reached for his radio "All units, this is Captain Madara speaking lower all of your weapons on Spider-Man and focus on the monsters." He then looked to Spider-Man "I'm trusting you on this for Kami-sama knows why, bus after I'll be gunning after you when this is all over got it!"

Naruto grinned under his mask "Figured you'd say that but thanks." He then web swung away.

Obito smiled at his father's decision "He'll stop his Oto-san just watch."

Madara raised an eyebrow at his son "Just what makes you so sure?"

Obito just shrugged "I don't know just a feeling I guess." Truly Obito believed in Spider-Man.

With Naruto

As Naruto continued to swing he took some glances down to the streets, he could see more and more lizard running around throwing this gas bombs to make more like them. "Damn it." Naruto cursed. This was very frustrating, even if he beat them down there just be more and more on the way. He had no real way to defeat these lizards, his cell phone than went off and he saw it was Sasuke calling him.

"Sasuke hey now isn't really a good time!" He said answering his phone.

Sasuke on the other end "So then what is Spider-Man?"

Naruto's eyes went wide "How do you...?" He began to question.

Sasuke rolled his eyes "Oh please first you show up at school completely different, beat Neji's ass, and then suddenly this 'Spider-Man' shows up? Yea it wasn't hard to figure out." He told him.

Naruto felt like slapping himself but then again he wasn't too surprised Sasuke figured it out. He was his best friend after all "So why you call me what's up?"

"I'm here with Itachi at Root Industries, he trying to create a cure for those lizard guys running around." Sasuke told them "Here he is." He then passed the phone to his older brother.

"Hello Naruto." Itachi said.

Naruto dropped his head "Great now you, Sasuke, Shizune-neechan, and Tsunade-Obaachan know my secret identity." He pouted "Kami-sama I suck at this."

Itachi ignored Naruto and started to explain his plan to him "Naruto listen I'm here in the genetics lab looking at Iruka-san's notes. The formula he created here is incomplete so he most likely completed it somewhere else. Do you remember the equation to the formula?"

Naruto thought for it for a moment and then it came to him "Yea I do I think I saw it once, when I went to check on Iruka-senpai's house." He told Itachi remembering seeing the formula written down on a white board he saw when he went to Iruka's destroyed lab after their first fight on the bridge.

"God now then text me the formula if you do I should be able to produce a anti-venom and turn all those he's effected to normal." He started to explain "There's a satellite needle on top of the Root building that we can use to spread the cure all around the city. Now we only get one shot at this and if I'm right this right be Iruka-san's plan too so you need to hurry!"

Naruto nodded as he hung up and began to web swing at his fasted speed to Root Industry, little did he know he was being watched from the background by the Lizard himself.

"Naruto.." He growled as he leaped after the masked teen, nothing was going to stop his plan. And he meant nothing.

Chapter's End

Short chapter was meant to be longer but meh lets just get this out the way. Next chapter is Vol 2's final chapter.

So please Fav, Follow, and of course Review !~-~! Vicks out :P