I am so sorry this took so long to put up, life's been crazy and I also haven't had any motivation for this for a while, but I'm gonna try to get in the groove. Not sure when the next update will be :/

Disclaimer: I do not own Ultimate Spider-Man or any of it's characters.

Enjoy :)


Chapter Eleven: HYDRA Attacks Part Three

In Times Square, where the S.H.E.I.D Academy students were imprisoned in cells, Goblin soldiers were all over the place guarding them. Some of them were even flying in the air on their gliders. The students were still trying to figure out a way how to escape from their cells and the soldiers.

"HYDRA's really out done itself with that mind ray" Iron Spider whispered to Agent Venom.

"It didn't work on me" Venom whispered back to him.

"But I can't determine what would cause that" Iron Spider replied "A frequency that doesn't effect spiders?"

"Spider-Man would know..." Venom said before looking down "If he's still alive"

"I heard you missed me" Spider-Man's voice is heard as he first appears on the jumbo tron before appearing right in front it "I'm back"

"Yes! Spidey rules" Venom cheered.

"Time to do my friendly neighbor hood wall-crawling thing" Spider-Man said as the Goblins fired at him, but they only ended up shooting the jumbo tron as Spider-Man landed on the ground. When he did, two Goblin soldiers appeared behind him on their gliders about to fire, but then Scarlet swings in and knocks them off their gliders "Oh, and I brought a friend" Spider-Man said as Scarlet webbed the Goblins to a near by building before he landed above them.

"I'm not your friend!" Scarlet yelled at him.

"Some new guy?" Venom asked and Iron Spider shrugged his shoulders "His costume's lame" he muttered the last part.

Suddenly, a Goblin is thrown face first into Venom's cell before sliding off of it and onto the ground. When he did, Tamera was seen there dusting her hands off with her launcher attached at her hip.

"Did you forget me, Spidey?" Tamera asked with her hands on her hips.

"Sorry, Tamera" Spider-Man told her and she waved it off.

"Whoa..." Venom breathed out.

"You had me on the run before" Spider-Man said as more Goblins surrounded him and Tamera "But let's see how you like it with two spiders and a wolf in the house"

Scarlet landed on top of the cells while kicking a Goblin away as they began to fire at him, but he took them out easily. Spider-Man webbed up the man-hole cover underneath him and swung it around him while hitting the two soldiers that were behind him. They collided into a building before Spider-Man hit them with the darts of the goblin cure.

"Don't worry Gobby soldiers" Spider-Man said "When you wake up, you'll be back to your normal human selves"

Two Goblins soldiers were firing at Scarlet as he ran towards them and kicked them down hard before he injected them with the cure. He looked over and saw Tamera facing off three Goblins as they circled her. Tamera smirked at them, thinking that they had an easy target, but they thought wrong. In a swift motion, Tamera sweeped her leg underneath one of the Goblins knocking him down while she she a vaulting back-flip on the one behind her while kicking him in the back before she landed. Tamera landed on her feet perfectly as the Goblin landed on top of the other one when the third Goblin began to fire at her, but she dodged the blasts as did a roundhouse kick to the Goblin's unprotected face while sending him to the ground. When all three of them were down, she shot each of them with the cure in her launcher gun.

"Wow, she's good..." Venom said as he watched in amazement "I like her"

Tamera looked over at Scarlet and smirked at him as she brushed her black locks out of her face. Scarlet was somewhat impressed what Tamera did, not knowing she had those kind of skills. It's rare when Scarlet is impressed, but with Tamera, she's just full of all kinds of surprises.

Suddenly, more Goblins on their Gliders appeared firing missiles at Spider-Man before he webbed off with Scarlet and the Goblins not far behind. Scarlet was a little apprehensive about leaving Tamera to deal with the rest of the Goblins on the ground by herself, but he also knew that she could handle herself.

There were about half a dozen Goblin Soldiers left on the ground and they had surrounded Tamera. She looked around at the circle they formed around her and smirked. Tamera ran towards one of them as he began to fire at her, but she slid right underneath him and landed right behind him. She then jammed the heel of her shoe in the back of his knee as he yelled in pain and fell to the ground. Tamera then shot him with the cure and he reverted back to normal.

"One down and five to go" Tamera said as she looked up at the others were firing at her. She ran towards the cells and lept up onto them as she narrowly dodged their laser fires. Tamera flipped away from a laser fire and landed on top of Cho's cell as she fired the cure at three of the Goblins reverting them to normal.

One more was left as he glared up at Tamera while firing at her. She jumped off the cell and onto the ground as the Goblin continued to fire at her. She did a few back-flips as the laser fire ended up hitting the cells and just barely missed a few of the students.

"Hey!"

"Careful!"

"Watch it!"

"Sorry!" Tamera told them from the other side of the cells as she jumped out of the way of the laser fire. She then landed behind the Goblin and as he turned around, she kicked him square in the chest knocking him down. She stood over him with her launcher in her hand "Have a dose of reality, pal. You need it" she then shot him with the cure and returned to normal.

"Awesome!" Venom yelled "Way to go, babe"

"'Babe'?" Tamera questioned with her hands on her hips as she narrowed her eyes at him.

Just then, Spider-Man and Scarlet came in on one of the Goblin's gliders as Spider-Man landed in front of his caged friends while Scarlet remained on the Glider.

"Oh, hey guys" Spider-Man said to them "Wouldn't happen to have a key would you?"

"I deduced that these cells are controlled by that generator" Cho said pointing behind him towards the generator "But we can't get to it"

Spider-Man jumped on top of the cells along with Tamera as Scarlet flew over them on the glider "Scarlet?" Spider-Man asked him.

"Relax, I got it" Scarlet answered as he jumped off the glider and stabbed his stingers into the generator, destroying it.

The cages then opened and the students cheered as they ran out of the cells and as Scarlet joined Tamera and Spider-Man on top of the cells.

"We did it!" Spider-Man cheered "Scarlet, you're not gonna like hearing this" he placed his hands on his and Tamera's shoulders "But you, me and Tamera make good team"

Scarlet shoved his hand off his shoulder "There's no 'I' in team. I'm only here for myself... and Ock"

Tamera rolled her eyes "Speak for yourself, sunshine. I'm also here for Ock, but also to help out and do the right thing. You should really learn how to do it"

Scarlet just narrowed his eye holes at her as Venom pushed him aside "Move aside, stinky" he turned towards the rest of the students "Let's see HYDRA try to stop us now!" they all cheered for him "Let's do this S.H.I.E.L.D Academy!"

Zola's face then appeared on the jumbo tron behind them "You are all imprisoned in more ways than one!"

HYDRA Island appeared above them and blasted the students with it's mind ray, except for Cho, Venom, Spider-Man, Scarlet and Tamera.

"What?" Cho questioned "It's like were immune to Zola's mind blast"

"Spider-sense" Spider-Man said to himself thoughtfully "Maybe somehow it's protecting us"

"Well, what about me?" Tamera asked "How come I'm not affected by it?"

"It could be a frequency that's below a wolf's hearing range" Cho answered her "The maximum frequency wolves can hear is 80 kHz, that's why it's not affecting you. It's a lower frequency for you"

"Then it's up to us to stop Ock and Zola" Venom said as he turned towards Scarlet and Tamera "Even this new smelly guy I guess and the cutie with him"

Tamera growled at him as she crossed her arms over her chest and as Scarlet got in Venom's face "No, Ock is mine and Tamera's. You can come along if you want, just don't get in my way and keep your hands away from Tamera, punk" he deepened his voice at the last part about Tamera that she noticed. She smiled to herself as she ran her fingers through her raven black hair.

"Guys, guys" Spider-Man got between them "We're working together here"

Scarlet shoved Spider-Man's hand off of him as he walked ahead of them "Which one of you geniuses has a way up to HYDRA Island?"

"This genius" Cho said as he typed a command on his gauntlet and soon, a large red and blue craft resembling a spider flew over them and landed in front of them "I recently fabricated it, I try to maximize my free time"

They were all in awe at this, even Scarlet as he looked in disbelief "That is maximum awesome!" Venom said excitedly "Let's call it the Spider...Jet"

"You just make that name up all by yourself?" Scarlet jabbed at him.

"Yes" Venom answered with narrowed eyes at him as Tamera stiffened a laugh at what Scarlet said.

They all climbed aboard the newly dubbed Spider Jet and soon enough they were all in the air. Venom and Cho were piloting the craft while Spider-Man stood ahead of them at the front and Tamera and Scarlet stood behind Venom and Cho in the back.

"Alright Ock and Zola" Spider-Man said with his arms crossed "You can try and ruin my perfect day, but don't mess with the Web Warriors"


As Cho piloted the Jet towards HYDRA Island, they were getting shot at by laser fire from the flying island. Cho did his best to avoid most of the shots, but it was pretty clear that he has never flown a plane before in his life.

While dodging the shots, Spider-Man and Scarlet lost their balance and fell over. Scarlet ended up falling on top of Tamera since she was standing in front of him. When they fell, Tamera's nose had touched Scarlet's and their eyes widened at how close they were to each other. Scarlet's hand rested on her her shoulder while her hand was pressed against his muscular upper arm.

"You've uh, flown this thing before right?" Spider-Man asked standing up as Scarlet quickly got off of Tamera.

"Technically, no" Cho answered him as Scarlet appeared next to him.

"I gotta show you how to fly a plane..." a blast is heard outside the jet "If we survive this"

"You know how to fly a plane?" Tamera asked him standing up "Since when?"

"Since it's none of your business, punk" Scarlet spat at her with narrowed eye holes.

Tamera returned the glare as she puffed her cheeks in annoyance "Asshole" She thought to herself as she looked away.

Suddenly, an alarm blares in the Spider Jet and a holo screen appears in front of Cho showing a missile approaching them.

"It's got a target lock on us!" Cho exclaimed.

"Move!" Scarlet said as he shoved Cho out of the seat and took control of the jet.

Scarlet increased the jet's speed while doing some maneuvering while the missile copied perfectly. When they were closely approaching the Island, Scarlet shut the engines off and as soon as they were inches from the Island, the missile detonated. Ock and Zola assumed that the craft was destroyed, but it was far from it.

"Blasting that missile and then hiding under the island?" Venom asked he and the spiders crawled along the side of the island with Tamera hanging off of the back of Scarlet's neck "Oh, where'd you learn to fly like that buddy?"

Scarlet chuckled "I'm not your buddy"

"Easy, guys" Spider-Man told them "Let's make like spiders and crawl into Zola's floating summer home.

"Yes, can we please get a move on here?" Tamera asked with her arms wrapped around Scarlet's neck as she tried not to look down.

"What's the matter, punk? Scared of heights?" Scarlet asked her.

"S-Shut up and move it, spider!" Tamera told him as she buried her face in the back of Scarlet's neck.

"Heh, I'll take that as a yes" Scarlet answered as they made their way into the Island.

They made their way through the island looking for where Ock and Zola might be. The spiders stuck to the walls and ceiling while Tamera took the ground, but stayed close to the wall just in case.

Iron Spider and Venom appeared on the wall while Scarlet landed in front of them frog-style and Spider-Man hung above him upside as Tamera came around the corner.

"The last time I tried to take this thing down, I was alone" Spider-Man said "But with you guys, now this is how we do it"

Scarlet groaned "Do you ever stop talking?"

"No" Iron Spider and Venom answered at the same time.

Suddenly, Tamera's ears went up, picking up a noise in the distance. Her right ear moved behind her, indicating that the noise was coming from behind them and was fast approaching.

"Guys, shut up" Tamera said with a wave of her hand and they all looked at her.

"What's wrong, Tamera?" Spider-Man asked her as Scarlet stood up straight.

She was silent for a minute and listened for a bit before answering "We've got company"

Ock suddenly appeared behind her and she jumped back with a yelp as she stood next to Scarlet.

"I knew Zola could not have succeeded, only the Octopus can destroy the spider. I'm not afraid of you or your little pet" Ock spoke to Scarlet and Tamera "You are nothing but a failed experiment and she is nothing but a feral animal"

Tamera's jaw clenched as her teeth grinded together. Her animal side was making itself known as a low, deep growl escaped from her throat. Her emerald green eyes once again darkened and began to dilate one again as her hands clenched tightly into fists.

"There's one thing I won't fail at" Scarlet said his hands balled into fists "And that's bringing you down!"

"Scarlet, no!" Spider-Man yelled as Scarlet lept at Ock to strike him, but he was brought down by one of Ock's tentacles. Another came at him, but Spider-Man grabbed it with his webs before it got to Scarlet.

"Why are you always so handsy, Ock?" Spider-Man asked as Ock's arm just tossed him through the wall and into the next room.

Tamera grabbed onto the arm that held Scarlet down and ripped it half with her bare hands. Scarlet tossed away the piece that was on him as he jumped up to his feet and as Ock's arm regenerated. With a growl, he swatted Tamera away like she was a fly that was annoying him and he collided into the wall. Scarlet came over to her as Iron Spider and Venom headed into he room that Spider-Man landed in with Ock not far behind them.

"You okay, punk?" Scarlet asked her kneeling next to her.

"I didn't know you cared" Tamera said to him with a smirk.

"Don't get used to it" Scarlet told her as he stood up along with Tamera.

Scarlet and Tamera ran after Ock with Cho and Venom right behind them as Scarlet jumped over Ock with ease. Venom swung over all of them on his web and smashed the holo screen that showed Zola's face.

"Ha! That guy's the worst TV show ever made" Venom said as he landed on the floor with Cho behind him.

"Just get me cover" Cho said as he approached the computers "I have to shut down his mind ray"

"Have your new friends seen what a monster you and your little pet really are?" Ock taunted Scarlet and Tamera as they and Spider-Man kept Ock busy "You're nothing but freaks"

He launched a tentacle at them, but they jumped out reach "Says the guy with octopus arms and a Goblin army" Spider-Man taunted as he jumped out of reach of Ock's arms "That's like the pot calling the kettle ugly" he then webbed down two of Ock's arms to the floor.

"You think you can bind Otto Octavious?" Ock demanded.

"No, but I think I see what the annoying punk's doing" Scarlet said from above him before he jumped down towards him.

"Annoying?" Spider-Man asked, slightly offended.

With a yell, Scarlet slammed down on Ock from the ceiling before crashing through the floor. Both Ock and Scarlet were flying through the air towards the ground before Spider-Man caught Scarlet with his webs.

"I have my own webs" Scarlet said Spider-Man pulled him back up.

"That's the strangest 'thank-you, Spidey' I've ever heard" Spider-Man stated as Tamera appeared next to him.

"That's the closest thing to a 'thank you' you're every gonna get outta him" Tamera told him "Trust me, I know"

Venom was duking it out with Zola and dodged a punch from Zola before he jumped away "Time to pull the plug" he declared as he fired missiles at Zola's robotic body before it collapsed onto the floor.

Venom laughed victoriously before Zola's face appeared on the holo-screens "You fool! I am not only the simple machine" guns then appeared out of the walls and began blasting at the young heroes "I am all of HYDRA Island!"

Spider-Man jumped up to the ceiling "Venom, Scarlet and Tamera, take out these guns" he webbed up a few of the guns "Iron Spider, see if you can over ride Zola's control of the system"

"How am I supposed to go up against guns?" Tamera asked as she ducked behind a panel as a blast narrowly missed her head "I don't have powers like the rest of you. Hell, I don't even have a weapon!"

Scarlet then landed next to her "Then why don't you just hang back and let the men handle this, princess" he then jumped back into the fight and slashed up a few of the guns.

"Why you...!" Tamera growled as her hands balled into fists before she ran out from her hiding spot and joined the fight. She lept up and grabbed onto two guns as she ripped them right out of the wall. She then jumped over to another pair of guns and ripped them out of the wall as well.

Tamera jumped down to the floor and landed on her feet perfectly while dodging a few of the gun blasts.

Spider-Man landed next to Iron Spider "Iron Spider, can you access the hover engines?"

"Hover engines have a manual over-ride" Iron Spider answered him "I might be able to get around Zola's control, but why would...? Oh, you're smarter than you look" finally catching on to Spider-Man's plan, Iron Spider began to hack his way through Zola's control as Venom blew up some of the guns with his missiles and Scarlet slashed through them. Tamera was tearing through the guns, ripping them out of the wall with her hands or with her mouth.

"W-What are you doing?" Zola demanded, knowing that something was wrong.

"If you're all of HYDRA Island, then it's also your prison" Spider-Man told him.

"Setting a course for beyond Saturn's ri..." suddenly, an electro whip wrapped itself around Iron Spider's wrist and electrocuted him. He yelled in pain as he fell backwards and Kraven stood behind him.

"No animal can escape the hunter" Kraven declared, releasing his whip from Iron Spider.

"I am not an animal!" Venom exclaimed as he charged towards him, but a single gun that was left blasted him, knocking him to the ground.

"We missed one..." Tamera said from behind a panel with Scarlet next to her "Oops"

"How did this nutcase get here?" Scarlet asked glaring at Kraven.

"Well, sunshine why don't you ask him" Tamera said with a roll of her eyes while Scarlet only glared at her.

"What is your deal?" Scarlet demanded of her.

Tamera just glared him for a minute before turning away "...Nothing. You wanna deal with this creep before he turns Spider-Man into a trophy or what?" Scarlet said nothing as he glared back at Kraven.

Seeing Spider-Man, Kraven cracked his whip at him, trying to catch him, but Spider-Man evaded it easily. That is, until Kraven threw his electro-net at him, ensnaring him in it against the wall.

"With this, I'll be first member of new Sinister Six" Kraven declared before Scarlet kicked him away and he collided into the wall.

"Leave him alone!" Scarlet stated defiantly as Tamera ran over to Spider-Man and tried to pry the net off him.

"There's a new Sinister Six?" Spider-Man asked as Scarlet tackled Kraven through the wall, sending them both out the ship.

"Scarlet!" Spider-Man and Tamera both yelled as the island began to loose pressure.

Tamera ran over towards the hole as her black hair was flying in her face. She looked out of it, hoping to see Scarlet some where, but she didn't.

"Oh, my God" Tamera said to herself with worry in her voice.

"What did you do, Spider-Man?" Tamera heard Zola's voice boom as she looked behind her seeing his face on the screen.

"Text me a selfie from Saturn's ring, Zola" Spider-Man said, freeing himself from the net.

"But we're trapped here, too!" Venom said as he helped Iron Spider up.

"What are you waiting for, punks?"

They looked towards the hole to see Scarlet approaching with the Spider Jet. Tamera breathed a sigh of relief she didn't even know she was holding when she saw him. A small smile spread across her face.

"You came back" Spider-Man said as landed next to Tamera.

"Spider's stick together, right?" Scarlet asked him as they all climbed aboard the jet.

"Spider-Man, NO!" Zola yelled as the Island blasted off into deep space and the jet took off from the island.

While flying over the city in the Spider Jet, Scarlet was piloting the jet with Spider-Man sitting next to him, Tamera standing behind him and Venom and Iron Spider sitting in the back.

"I know you two are gonna leave, but... I just want to say thank you" Spider-Man thanked them "And... you're not a monster, neither of you are. You had my back, you had all our backs. That's what a hero does"

"Well, I might not head back to the sewer just yet" Scarlet said as he pointed behind him at Iron Spider "Somebody's gotta teach that kid how to fly"

"Any chance you might take a shower?" Spider-Man asked him.

"Don't push your luck" Scarlet told him.

"Eh, worth a shot" Spider-Man shrugged before looking over at Tamera "What about you, Tamera? Are you gonna stay or leave?"

Tamera let out a light chuckle "I think I'll stick around. After all, somebody's gotta keep an eye on Scarlet here"

"Real funny, punk" Scarlet said looking up at her "You know... maybe I was wrong about you. You're a lot tougher than you let on, you sure handled yourself in the fight with the Goblins and Ock. I underestimated you, you're pretty good... for a girl" before Tamera could snap at him he continues "But, you're a pretty good fighter for a wolf... Tamera"

That kinda caught her off guard, that's first time in months that he actually called her by her name. He always called her 'punk' or 'princess' and he even praised her and gave her a compliment, maybe she's finally starting to make some head way with him.

"Thanks...punk" Tamera said with a smile as she leaned against the seat while Scarlet shook his head.

Tamera smiled to herself as she looked ahead at the clouds 'Joining SHEILD might not be such a bad idea' Tamera thought to herself.

HAPPY HALLOWEEN, EVERYBODY! :)