Author's Note: Hello everybody, and welcome to my remake of the Marvel Cinematic Universe! With the Infinity Saga now come to an end, I wanted to add the Sam Rami Spider-Man Trilogy and the X-Men trilogy.

In this AU, I will be crossing Sam Raimi's Spider-verse (Toby Maguire as Peter Parker, James Franco as Harry Osborn, etc.) and the X-Men films with the MCU. With that said, there are still going to be some changes here and there to certain story elements, which will be listed here:

This take on the Avengers film starts at the ends of Spider-Man 2 and X2 X-Men United

The prologue to this story is essentially the same as the post-credits' scene of the first Iron Man film, only with Spider-Man instead.

Also, Hawkeye was the chief S.H.I.E.L.D. agent in Thor instead of Coulson, because I think we can all agree that one of the few flaws the Avengers had was that Hawkeye was a little underdeveloped.

*Thor got into a fistfight with Hawkeye when trying to retrieve his hammer, among other things. Also, After Jean dies in X2, Logan' left the mansion again to do some soul searching.

Second, all X-Men Movies past X2, ARE NOT CANON. That being said, any and all actors who played X-Men in other movies that didn't appear in the first 2 movies will still play said characters *Lucas Till as Havok, Taylor Kitsch as Gambit, Booboo Stewart as Warpath sorry Jennifer Lawrence as Mystique fans, etc. also Colossus will still be played by the actor who played him in X2 and X3, but he'll look like Colossus did in Deadpool.* Also When I do "The Wolverine" It's going to be a Wolverine Solo movie, but I'm going to be making huge changes. I won't say what those changes are but if you'd like to find out PM me.

The Key Members of the X-Men after X3, they'll be helping Thor and the Warriors three in "Thor the Dark World, probably won't be doing a story on that it'll most likely be a mention that they helped Thor in Age of Ultron"

Fourth when Age of Ultron starts *Which will happen after my version of X3, The Key X-Men will be at Avenger's Tower and they will know who Spider-Man is but only those key members*

DISCLAIMER: the characters, concepts and other elements of this story are not my own. The rights to these are owned by Marvel, Disney, 20th Century Fox, and Sony.
Alternate MCU Canon Movies: Spider-Man 1+2, Iron Man 1+2, Thor, Incredible Hulk, Captain America, X-Men 1+X2 X-Men United

Peter Parker walked up the stairs back to his run-down apartment feeling like the king of the world. Just when he felt like the responsibility of being Spider-Man would forever be a curse on his life, everything had turned around. For the longest time he had thought that if MJ knew his identity, it would only put her and everyone he loved at risk. But now that she knew, he felt she was safer than ever before. To think that if he had just told her the truth about his identity from the start, he could have had this new confidence and look on life that much sooner. Now he had the power and responsibility of New York's resident superhero, a (semi) well-paying job, and the girl of his dreams all at once! What could possibly go wrong now?

Peter was in such a good mood (especially for a guy who just left a chase with two car thieves, a fistfight with a couple of muggers, and a roasting of a braindead shoplifter), he didn't even groan at Mr. Ditkovich screaming for the rent again. I'll pay the rent when you fix the door, he thought to himself as he walked into the dark room.

"Nice place you got here, Mr. Parker."

It took all of Peter's self-control to keep himself from screaming. He turned to see a form standing in the dark corner of the room, clearly not wishing to be seen now. Who the heck is this guy? Peter though. My spider-sense didn't even flinch.

"What? Surprised? I didn't think the Friendly Neighborhood Spider-Man got scared so easily."

Peter couldn't believe his ears. How did this guy know…?

"Don't worry, Peter, your secret's safe with us," the man said calmly, as if reading Peter's thoughts. "I just came by to have a little chat. You've become part of a bigger universe, Peter, one that I'm here to make sure you know all about."

"Ok, so this guy's smart, I'll give him that. Doesn't mean he's friendly though."

"Who are you?" Peter finally spoke up.

With that, the mysterious man came from his hiding spot. He was tall, black, and appeared to be in his early 50s with a small beard and bald head. He was dressed in a black shirt, pants and boots, with a handgun strapped to his waist and a back patch covering his left eye. Intimidating didn't come even remotely close to describing this man.

"Nick Fury, Director of S.H.I.E.L.D. I'm here to talk to you about the Avenger Initiative."

Louisville Kentucky later that night

Logan look glumly into his glass, wishing that the whiskey could just magically reappear so at least his wallet wouldn't die before he did. It had been nearly a year since the Stryker incident. He had survived being shot, stabbed, blown up, partially disintegrated, and having an indestructible metal alloy grafted to his skeleton, but this was one scar that would not be leaving him quickly or easily, if ever. Everyone had tried to convince Logan to stay, especially Rogue, but he just couldn't bring himself to walk by that headstone every day.

So, he had left. Xavier's School for Gifted Youngsters, the X-Men, everyone he had come to call his friends. For all he cared, the Wolverine was dead. All that was left was some guy on a motorcycle going from place to place, drowning away what bits of his past he could remember in each bar he came across. This time it was some dive in Kentucky. A little far, true, but at least it wasn't upstate New York or Canada, the lands filled with memories of pain and loss. Scott had never truly liked Logan, but he and Storm still respected him enough to wish him good luck before he left, genuinely hoping that he would find peace with himself again.

"Yeah, like that's ever gonna happen",

The moody mutant thought as the bartender refilled his glass.

It didn't help that about a month after he left, a couple of schmucks from the government came by asking him to join some special task force or something like that. Fortunately, these mooks were smart enough to run when three Adamantium blades came out of Logan's hand. The Wolverine died with Jean Grey, along with anyone wanting any chance of setting him lose on "special military projects". The days of the clawed Canadian were where they belonged, in the past.

"Damn," Logan mumbled under his breath. "If there is a God, this healing's his way of screwing me."

"Well, that's a pleasant outlook." Said a man sitting next to Logan at the bar.

Logan turned to his left. "Look pal I…" He stopped in the middle of his words. Sitting next to him was a man in a suit with short hair, keen eyes and an overall friendly demeanor. If he had been paying attention, Logan would have noticed his obviously American accent in a Scottish bar. What he did notice, though, was the name tag above his pocket.

Phil Coulson: S.H.I.E.L.D. Agent SKJ 08U7342, Level 8

"You!"

Without another word, Logan seized Coulson by the shirt and dragged him over to the wall, slamming him into it before putting his knuckles against his neck, totally oblivious to the other patrons taking notice to his sudden outburst.

"I already told your friends I wasn't interested in your little club!" the former X-Man snarled. "Now you have five damn seconds to get the hell away from me before you get a claw in your throat!"

"Call it double checking." Coulson replied coolly. It was almost as if he had no clue, or at least could care less, that three razor sharp blades could end his life at the drop of a hat. Perks of being Fury's errand boy, I guess.

"Hey!" the bartender shouted. "Take it outside you two!"

Not really in the mood to start a fight, Logan let go of Coulson and pushed his way out the door. The agent followed him outside, keeping up even when Logan quickened his pace.

"Piss off, Suits."

"I don't really see what you're so angry about," said Coulson. "It's only a last-minute offer."

"Yeah, well I'm still trying to forget what happened the last time I was part of a super powered yacht club." Logan didn't even bother to look Coulson in the eye as he made his way towards his motorcycle.

"Director Fury has a situation that may be bigger than an angry general trying to use Charles Xavier as his own mutant killing machine."

Now Logan did turn around, this time with his claws out and pointing at Coulson's face. At least this time he could see Coulson was at least worried about the sharpened Adamantium inches from his nose.

"It was your idiots in suits that put Stryker in a position of power!" Logan almost shouted now. "Because of your friends, a lot of innocent people would've died."

"Believe me," Coulson replied, "I would rather walk barefoot through the gates of hell than call William Stryker my friend. I also can't begin to tell you how sorry I am for what happened to Dr. Grey. But there is something coming up, something that has Director Fury on edge. I've already been to New York, and Mr. Stark is considering it right now."

Logan scoffed at the idea. Nick Fury trusting Tony Stark and his fancy suit to save the world from anything? That'll be the day Bobby melts.

Just thinking about his young friend calmed Logan down enough to pull his claws back and turn away.

"If Fury wants me so bad, why didn't he send his little catsuit friend? She at least has a better chance than you at that."

"Agent Romanoff is busy with a situation in Chechnya. Once she's done there, she's being sent to recruit another one in India."

Logan rolled his eyes. What would it take to make this guy at least flinch? Unlike most days, though, Logan was in no mood to start a fight, so he continued towards his motorcycle. But Coulson wasn't done yet.

"We need you Logan. We need the Wolverine."

Logan looked once again towards the government again as he mounted the bike. "The Wolverine is dead, bub. There's only a lost fool in the middle of nowhere."

Without another word, he took off into the night, leaving more of his past behind.

Author's Note: So, what do you guys think? Yes or No? Also, quick question, with the Avengers Video game coming out after the summer *God I really hope it does well* Would you guys like a Spin off game set in that Universe with the X-Men? I'd love to hear Brina Palencia *Mad Moxxi* voicing Rogue, and Patrick Seitz *Endeavour from My hero Academia* as Colossus. Which FUNimation voice actor or actress would you like to hear voice which X-Men? Let me know in the comments down below.