A/N: Please read and review, as I've worked hard on this.


On the rooftop in the city, Spider Woman stared at both Spider-Man and Ghost Spider.

"You Avengers really need our help?" Ghost Spider asked.

"Yes." Spider Woman said. "And to be honest, you're the only option we have."

"Is that why Hawkeye's willing to let us in?" Spider-Man inquired. "I mean, he wasn't exactly as friendly as the others we met yesterday."

"To be honest, he's the least supportive of letting you help us, Peter." Spider Woman explained.

"She...She knows who you are?" Ghost Spider gasped, shocked by the news. "But-"

"It's alright." Spider Woman assured. "I work for SHIELD as well. That's how Peter got the files on his parents, Gwen."

"They... They know who I am too?" Ghost Spider gasped, before she facepalmed herself. "Oh, man! How many more people are gonna find out?!"

"Relax." Spider Woman said, approaching her. "We all understand why you keep it secret, especially since your father's a Police Capt.."

Ghost Spider glared at her, folding her arms, not happy that a stranger knew her identity.

"So, why exactly do you need our help?" Spider-Man asked.

"Well...Look, just come with me the tower, and we'll explain everything there." Spider Woman promised.

"Okay." Spider-Man sighed. "Ghost?"

"Okay." Ghost Spider sighed. "But this better be good."

They all walked along the rooftop, then when they got to the edge, Spider Woman turned to the others.

"Come on. I'll show you to the tower." she explained.

"Lead the way then." Spider-Man said.

Spider Woman jumped off the rooftop, then began to glide off, then Spider-Man and Ghost Spider swung after her.


In the Hydra Base, Black Widow was staring at Taskmaster and the Hydra guards, while still chained to the wall.

"Been a while, Natasha." Taskmaster smirked, taking his mask off. "Surprised to see me?"

"Yes, as a matter of fact!" Black Widow sneered. "I thought you were dead, after what happened last year!"

"You can't keep a good man down!" Taskmaster sneered, pointing at his face. "Didn't get out unscratched however!"

Black Widow glared at him, seeing scars all over his face, which told her why he wore the mask.

"I'm surprised at you for turning me in through!" Tony admitted. "I thought we were friends."

"You were selling SHIELD secrets to Hydra, AIM and every other evil organisation in the world!" Black Widow retorted. "You were a disgrace to the outfit, and not fit to work there!"

"Really?" Tony smirked. "That's not how I saw it. Now, tell me why you were after that microchip?"

"If you think for one minute I'd betray my team, you're sadly mistaken, Tony!" Black Widow spat.

Taskmaster smirked and moved closer to her, then put his hand on her left shoulder.

"Then perhaps a little persuasion is in order." he sneered.

He ripped off part of her shoulder costume, then proceeded to kiss her neck, making her turn away in disgust, as he began to torture her.


Back in the city, Spider Woman was gliding towards a building, then landed on its rooftop, then Spider-Man and Ghost Spider both landed behind her.

"How far are we from the tower?" Ghost Spider asked.

"It's over there." Spider Woman explained, pointing to her left.

Spider-Man and Ghost Spider turned left, seeing the Avengers Tower.

"So it really is both Stark Tower and the Avengers Tower?" Spider-Man said. "Thought that was just a story."

"Well, it's not, Pete." Spider Woman assured. "Come on."

She jumped up and glided towards the tower, as Spider-Man and Ghost Spider swung after her.

On the Tower's balcony, Thor was looking down at the city, before he saw the three Spiders swinging or gilding towards him. He backed away as they came towards him, then they all landed on the balcony.

"I see you found your fellow Spiders, my friend." Thor noted.

"I did." Spider Woman said.

"Welcome, Man of Spiders, and...Ghost of the Spiders." Thor said, thinking nothing else to call Ghost Spider in this case.

"Ghost of the Spiders?" Ghost Spider questioned. "Really?"

"Well, you are called Ghost Spider, ain't you not?" Thor asked.

"AH!" Ghost Spider moaned, facepalming herself.

"So, where's the rest of the Avengers?" Spider-Man asked.

"They're waiting for you in the meeting room, Man of Spiders." Thor explained. "Come on. I'll show you where it is."

He turned around and walked off, then the three Spiders followed him. As they did, Spider-Man and Ghost Spider spotted a picture of the whole Avengers Team, which included Ant-Man and Wasp, also known as Henry 'Hank' Pym, and Janet van Dyne.

"Nice picture." Spider-Man admitted.

"Thank you." Thor said. "It's our most recent, taken only last year."

"You know, who came up with your team's name?" Ghost Spider asked. "I mean, you guys don't exactly avenge people?"

"Wasp's the one who came up with the name." Spider Woman explained. "Just stuck afterwards."

"Oh." Ghost Spider said. "Fair enough."

Thor then opened a door and entered the conference room, followed by the three Spiders. Spider-Man and Ghost Spider then looked around, and saw the whole team, expect for Wasp, Ant-Man, and Black Widow.

"Welcome, Spider-Man and Ghost Spider." Tony said. "I see Jess convinced you to come."

"Only because she sounded desperate." Ghost Spider scoffed, folding her arms.

"So, why do you Avengers need our help?" Spider-Man asked.

"We need you two to sneak into a Hydra Base for us." Tony explained.

"Why through?" Ghost Spider inquired. "I thought you had people good for infiltrating bases?"

"We do, but right now, we don't." Steve explained. "Black Widow was captured trying to get something for us."

"So, you need us to help you rescue her, is that what you're saying?" Spider-Man inquired.

"We don't have a choice." Bruce said. "With Hank and Janet away on assignment, there's no one else we can think of that can infiltrate the base."

"Ant-Man and Wasp's away?" Spider-Man questioned. "Well, why can't Spider Woman go, since she can stick to walls like us?"

"I'm not trained to avoid alarms." Spider Woman explained. "Widow's still training me in that area. And since you two shoot webs unlike me, you might have an advantage."

"From what Jess has told us, you two might have the best chance at this." Carol explained. "We can't think of anyone else who can do this."

Spider-Man and Ghost Spider turned to each other.

"They do sound desperate." Ghost Spider noted quietly.

"Agreed. Let's let them brief us before we decide." Spider-Man whispered.

Ghost Spider nodded, before they both turned to the Avengers.

"Tell us exactly why you need us, then we'll decide." Spider-Man said.

"Okay, but we'll have to do it on the way." Tony reasoned. "Who knows what might be happening to Widow, or if the thing she was after is getting moved."

"Okay." Ghost Spider understood.

"Deal." Spider-Man agreed.


Later, on the Quinjet, the Avengers, Spider-Man and Ghost Spider all sat around a table on it, expect Spider Woman as she was flying it, while Thor, Falcon, Iron Man and Capt. Marvel all stood around it. Apart from Spider Woman, they all stared at the center of the table, before Capt. America pressed a button on it.

"So, this is a diagram of the base." he said, as a hologram of it came up on the table.

"Stealth is our only way in or out." Iron Man explained, through a radio. "That's why we need you two."

Spider-Man and Ghost Spider both stared at the hologram, which showed all sorts of laser alarms and other traps.

"Think you can get in and get Widow and the Microchip out?" Capt. Marvel asked.

"Well...it wouldn't be the first time we've done something like this." Spider-Man sighed.

"Wouldn't be the first time?" Capt. America questioned.

"What are you talking about?" Spider Woman asked, turning around slightly.

Ghost Spider sighed. "We...once had to make an unannounced visit to Oscorp." she explained, remembering all the guards, cameras and laser alarms they had to avoid.

"Oscorp? What for?" Iron Man inquired.

"I think we'd all like to know that?" Hawkeye inquired, speaking for the first time since the Spiders entered the tower.

"Well...Did you all hear about the Unity Day Festival that was attacked last summer?" Spider-Man asked.

"I heard of that." Thor said. "Some green guy on a glider attacking the place for no reason at all."

"Yeah, me too." Bruce said. "Heard all of the Oscorp Board there was killed, expect for Mr. Osborn."

"Well, he wasn't there at the time." Ghost Spider lied, remembering the agreement she and Peter had made about keeping Mr. Osborn's secret after he'd lost his memoires. "Don't know why through."

"Oh..." Bruce said. "So, what happened to make you sneak into Oscorp?"

"Well, when we managed to lure Green Goblin away from the festival, we did our best to fight him." Spider-Man explained.

"But he proved too tough for us." Ghost Spider sighed. "So we had to hide in order to escape from him."

"Once he finally left however, we found something near the place we were hiding." Spider-Man continued. "Something that belonged to him."

"He'd left something behind?" Falcon inquired.

"Yeah, it had the word Oscorp on it." Spider-Man explained.

"So, you broke into Oscorp, to try and find out more about him?" Hawkeye questioned. "Hmm? Sounds really stupid if you ask me."

"Hey, what would Widow do?" Capt. Marvel countered. "I'm sure she'd do the same thing, if there wasn't much else to go on."

"She's got a point, Clint." Falcon agreed.

"Ah!" Hawkeye moaned, facepalming himself.

"So, you made it in and out of that building, without getting detected?" Iron Man inquired. "Pretty impressive, since I heard it's heavily guarded."

"Well, we didn't quite get out undetected." Ghost Spider said.

"While we were in there, we found out it had a hidden Chemical Weapons unit." Spider-Man explained.

"Chemical Weapons?" Capt. America gasped.

"That is a big no-no." Iron Man said, disapprovingly.

"So, you shut it down while you were there, is that what you're saying?" Falcon inquired.

"Yeah. We only found out after hearing two scientists arguing." Ghost Spider explained. "The one who was against it through agreed to help us shut it down."

"But during the whole sneaking around mess, we had to find and knock the other out, as only he had the key to enter a door we needed to get in." Spider-Man explained.

"So, by the time he recovered, he sounded the alarm, forcing you both to flee?" Capt. Marvel assumed.

"Yeah, but by the time that happened, we'd pretty much finished our search." Spider-Man assured.

"And we happened to be in the main office at the time, which made our escape easy." Ghost Spider finished.

"That's...pretty impressive." Spider Woman remarked. "Even Widow would admit that."

"Yeah, she would." Capt. America agreed.

"So, how exactly do we get in?" Spider-Man asked.

"I take it you've decided to help?" Capt. America asked.

"Yes." Spider-Man said, as Ghost Spider nodded.

Iron Man pointed at a spot on the diagram. "Here." he explained. "There's a small vent cover that can be pulled off. It's how Widow got in."

"Right." Spider-Man said.

Falcon came over and tossed them both a small device.

"Here." he said.

Ghost Spider turned and caught both devices, then handed one to Spider-Man.

"What's these for?" Ghost Spider asked.

"To monitor your progress." Capt. America explained.

"As soon as you rescue Black Widow, you'll need a diversion to help her get the microchip." Iron Man explained. "Those radio headsets double by putting a small camera in your masks."

"Okay..." Ghost Spider said. "So, are we to keep radio silence until then?"

"Yes." Iron Man said.

"You think you two can handle this?" Capt. Marvel inquired.

"If we've done this before, we can do it again." Spider-Man said. "Just give us some time to examine the diagram until we get there."

"If that is what you both need, you shall have it." Thor assured.

Hawkeye glared at both Spider-Man and Ghost Spider, as he still wasn't sure they can handle this.

"Of all the times we need Hank and Janet, they have to be away elsewhere, and we have to rely on kids to help us?" he thought, annoyed.


Inside the Hydra Base, Black Widow was now stripped slightly, as her uniform was torn and ripped, showing her sports bra slightly, and parts of both her legs, and her belly bottom. Both guards stared at her, as blood came from her mouth, as the door closed, as Taskmaster had left.

He walked down a hallway all by himself, then lifted up a wrist device, as a small hologram popped up. It was Baron Wolfgang von Strucker, who had a nasty scar over his left eye, while wearing a monocle on his right.

"Did you get ze information from your old friend?" Strucker asked, speaking with a German accent.

"I'm afraid not." Taskmaster said. "I tortured her to my best ability, but she didn't crack. I think maybe a few nights of darkness will make her crack after that."

"Understood. Inform me if anyzzingkt defelops." Strucker instructed.

"Yes, sir." Taskmaster said.

Strucker's hologram vanished, then Taskmaster walked off down the hallway.

"You'll crack soon enough, Natasha." he smirked. "Even the best agents do eventually."

He laughed as he turned left down the hallway.


Outside, the Quinjet stopped flying, then landed in a forest near the base. The door then opened up, then all three Spider heroes stepped out of it, then turned to Iron Man, Capt. America and Thor.

"I'll be watching you get Widow out on your radios cameras." Iron Man explained. "When you rescue her, we'll all attack the base, which should draw attention away from the microchip so you can get it."

"Understood." Spider-Man said.

Ghost Spider nodded.

"Come on." Spider Woman said.

All three Spider heroes turned and ran off into the forest, as the other Avengers remained on the Quinjet. Once at a distance from the Quinjet, all three Spiders took their masks off.

"Whoa. You're younger than I thought." Gwen noted, eyeing Jessica. "I thought you'd be late 20s at the most."

"Well, I'm not, Gwen." Jessica explained. "I'm only 21...having turned last month."

"So, you're at least four and a half years older than us?" Peter inquired.

"Yeah." Jessica said. "Since your birthday's mid February and Gwen's is early July."

"Okay...I take it SHIELD told you?" Gwen assumed.

"Yeah." Jessica nodded. "You better put your radio cameras on."

Peter and Gwen put their radio cameras on inside their masks, then put their masks back on.

"Right." Jessica said, putting hers back on. "The base is on the other side of this forest."

"But how do we get in?" Spider-Man asked.

"There should be a vent shaft outside on a wall on the other side of the fence around the base." Spider Woman explained. "That's how Widow got in."

"So, we get in the same way, is that what you're saying?" Ghost Spider asked.

"Yeah." Spider Woman confirmed. "As far was we know, there's no other way in expect the main door, and a landing pad. The vent's your best way in."

"Okay." Spider-Man said. "Come on, Ghost."

Ghost Spider nodded before she and Spider-Man turned around and ran off into the forest.

"Good luck, my fellow Spiders." Spider Woman thought.

She turned around and ran off back towards the Quinjet.

A little later, both Spider-Man and Ghost Spider came towards a bush near the fence surrounding the base, as well as several guards.

"Okay. You see the vent shaft?" Spider-Man asked.

Ghost Spider looked around, before spotting it.

"Yeah. Over there." she said, pointing at it.

Spider-Man looked at it, seeing the vent shaft on top of a small building, that only had one guard near it. They both looked around the area carefully, but saw no one else around.

"We'd better go over the fence, in case it's electrified." Spider-Man cautioned.

"Agreed." Ghost Spider nodded.

They both turned around and ran towards a tree each, then climbed up it. Once on a high enough branch each, they both then jumped off the trees, then spread their arms out, and glided down over the fence and into the base. They both landed on their feet, then ran and hid behind a crate each, then peeked out from it. They both saw the small building with the vent shaft nearby, as the guard walked away from it, before Ghost Spider spotted another.

"We have to be quick, in case he comes back." she whispered.

"You're right." Spider-Man agreed.

They both jumped out from behind the crates and landed on the roof on the small building. As they both approached the vent shaft, the first guard turned around, but luckily didn't spot them.

"Hmm?" he muttered, scratching the back of his head.

He turned and kept on walking towards the other guard.

"Phew. That was close." Ghost Spider sighed.

"True." Spider-Man agreed.

He pulled off the vent cover, then crawled into the vent. Ghost Spider then climbed into the vent, then turned and put the cover back, clanking it slightly, before she turned and crawled down the vent.

"Hope no one heard that?" she hoped.

Outside, two guards approached each other, when a third came running over.

"Did you guys hear something?" he asked.

"No." the first said.

"Uh-uh." the second said, shaking his head. "Why?"

"I thought I heard something earlier." the third said.

"Must've been the wind." the second said. "Could've blown a stone or something."

"Yeah, you're right." the third sighed.

"You better get back to your post." the first advised.

"Okay." the third said, before he turned and walked off.

Inside, Spider-Man crawled down the shaft, with Ghost Spider right behind him, before they both stopped.

"Well, so far, so good." Ghost Spider sighed.

"Yeah." Spider-Man agreed. "Come on. Let's find Black Widow."

They both began to crawl down the vent shaft again.


Outside the base, the other Avengers all moved slowly and hid in the treeline, staring at the base.

"Right. All we have to do now is wait for the signal." Iron Man said.

"Which means no movements or noises until then." Capt. America instructed.

"Right." Capt. Marvel, Spider Woman and Falcon said.

"Understood." Thor said, as Dr. Banner nodded.

"Okay." Hawkeye sighed.


Inside the vent, both Spiders kept on crawling, before they came to a vent shaft and stopped near it, squeezing close together due to the tight space.

"Okay. Once we're in, remember, stay on the ceiling and move along it quietly." Spider-Man whispered.

"Understood." Ghost Spider said, nodding.

Spider-Man moved the vent shaft back, then he crawled out of the vent and along the ceiling. Ghost Spider followed him out, replacing the vent shaft afterwards, then followed him along the ceiling. They both kept crawling along slowly, before they spotted two Hydra guards in a hallway on their left.

"Where's the big guy gonna interrogate that Avenger again?" one wondered.

"In another hour or so." the other replied. "Good thing the cells are only three hallways away on the right down there."

He pointing behind his friend, getting both Spiders to turn.

"Well, at least we know where she's being held." Ghost Spider whispered.

"Yeah. Come on. The quicker we get her, the quicker we can find that microchip." Spider-Man whispered.

They both turned and began crawling along the ceiling, down the hallway the guard had pointed to, using the shadows to avoid being seen.


A little later, in her cell, Black Widow looked up at the door, as both guards stared at her. They then all heard a noise outside, making them all turn to the door.

"Did you hear something?" one guard asked.

"Yeah." the other answered. "Sounded right outside too."

They both approached the door, then one peeked out through the window, seeing no one in the corridor.

"There's no one there." he said. "At least that I can see."

"We better check either side. Better to be safe than sorry." the other said.

The first guard nodded in agreement, then he pulled the door open. They both then walked out, but then - once out of Black Widow's eyesight - got beaten up and knocked out cold.

"OH!" they both moaned.

"Huh?" Black Widow muttered.

Outside the room, Spider-Man and Ghost Spider both stared at the guards, then turned to each other.

"One's bound to have the key to free Widow." Spider-Man said.

"Understood." Ghost Spider said. "I search one, you search the other."

Spider-Man nodded, then they both began to search a guard each.

"Got it." Ghost Spider said, pulling out a key.

"Right. Come on." Spider-Man said.

They both stepped into the room, seeing Black Widow with her head down.

"Black Widow, you okay?" Spider-Man asked.

Black Widow looked up and stared at both Spiders as they approached her.

"How'd you two get in here?" she asked. "And why are you here?"

"Sneaked in." Ghost Spider replied, as she uncuffed Widow's right arm. "And your friends sent us."

"Tony trusted you two to get me out?" Black Widow questioned. "You're not even Avengers?"

"He had no other option, with Ant-Man and Wasp being away." Spider-Man explained.

Ghost Spider tossed him the key, then he uncuffed Widow's left arm, freeing her.

"I think you might need this." Ghost Spider said, handing her a headset radio.

"Thanks." Black Widow said, taking it. "Well, do you know about the microchip?"

"Yeah, but we don't know where it is." Spider-Man explained.

"Well, I do." Black Widow assured. "I just don't see how we're gonna get it after what happened last time."

"We've got that covered, Black Widow." Ghost Spider assured.

"Yeah. Iron Man, we've got Black Widow." Spider-Man reported, touching the side of his mask. "You may begin your diversionary attack."

"Diversionary attack?" Black Widow questioned.


Outside, Iron Man looked at Black Widow from the camera in Spider-Man's mask, before the image vanished from inside his helmet.

"Copy that, Spider-Man." he said. "Avengers, attack!"

Dr. Banner began to growl with anger, turning him into the Hulk.

"Hulk smash Hydra base!" he roared.

He jumped up into the sky, then began to dive down towards the base.

"As you Humans say; let's get this party started!" Thor said, spinning Mjölnir - his hammer - around.

He jumped up and began flying through the sky, followed by Capt. Marvel as she jumped up. Falcon then jumped up and spread out his wings and flew after her, then Iron Man boosted himself up with the boosters in his feet.

Capt. America turned to Hawkeye and Spider Woman.

"Come on!" he said.

He and Spider Woman began charging out of the forest towards the base, as Hawkeye stared at them.

"At least those kids got in undetected." he thought, impressed.

He then ran after the others.

At the base's main entrance, a few Hydra agents were patrolling the area, when the Hulk came shooting down towards them all.

"Hey, look!" one gasped, pointing at him.

"Hulk smash Hydra goons!" Hulk roared.

He hit the ground and banged his feet against it, creating a shockwave which sent the guards flying away, while also damaging the fence and main gate.

"AGHH!" they yelled.

An alarm sounded as more Hydra agents began to storm out of the building.

Iron Man, Thor, Capt. Marvel and Falcon all flew over towards them, then Iron Man fired beams from his hands, as Falcon fired metal feathers from his left wing. The wings hit the ground in front of three agents, making them stop, before Iron Man's beam hit them, knocking them away.

Thor flew down and whacked one in the chest with Mjölnir, before he threw it away, hitting another two in the chest. He clutched his fist, then it flew back towards him, before he caught it. Capt. Marvel then flew down towards him and punched one in the chest as it came up behind him, sending him flying away.

"AH!" the goon moaned, hitting the ground.

"Thanks, Carol." Thor said. "You help is much appreciated."

Capt. America and Spider Woman then came out of the woods and ran towards the battle. A few goons then ran towards them, then Capt. America rammed one with his shield when he was close, knocking him down.

"OH!" the goon moaned.

"Let's hope this makes it easier for Widow and our friends to get that microchip?" Capt. America hoped.

Spider Woman punched a agent in the chest, then used her Venom Blast on another as it came at her, shocking him.

"AGHH!" he yelled, before falling unconscious to the ground.

"Come on, my fellow Spiders." she thought. "You can do this?!"

Hawkeye then showed up and fired a taser arrow at a Hydra goon, hitting his chest and tasing him.

"AGHH!" he yelled, before passing out.

"Bullseye." Hawkeye smirked, before he ran to join the battle.


Inside the base, as Hydra agents ran down all the hallways, Spider-Man and Ghost Spider cling to the ceiling of one, while Black Widow was hiding in the shadows of the same one. Once all the guards had left, she came out of it, as both Spiders dropped down from the ceiling.

"I see what Tony's diversionary attack's for." Black Widow noticed. "At least it'll make getting around here easier."

"You know where the microchip is, so you take the lead." Spider-Man said.

"This way." Black Widow said, pointing behind her.

She turned around, then all three of them ran down the hallway. They all soon came down another hallway, then turned right down another, then left down another. Black Widow then opened a door on her right, then all three heroes ran into the room, but then she stopped, making both Spiders stop, just as their Spider-Senses tingled, getting them to turn to each other.

"Yours too?" Ghost Spider asked.

"Yep." Spider-Man nodded, before turning to Black Widow. "I take it you know something's here?"

"You got it, web-head." Black Widow said.

"But I don't see anything?" Ghost Spider questioned. "Expect for that microchip on the other side.

"That's what we're after." Black Widow explained. "And trust me, it's heavily guarded."

She sprayed some smoke from her left wrist device, showing a bunch of laser alarms between them and the microchip.

"Okay, I spoke too soon." Ghost Spider admitted.

"You think you two can get past these?" Black Widow asked.

"Well, it's not the first time we've done this." Spider-Man assured.

Black Widow stepped over the first laser, then dived over the next - as she took a different route from last time - then she did a sideways handspring to her left over the next. She then leaned back and moved under the next one like it was a limbo stick, then she got up, then jumped over the last one, reaching the microchip, before she turned around.

"Come on." she said. "We have to get this done fast!"

Ghost Spider and Spider-Man both nodded, then jumped to the ceiling, then began crawling along a different wall each, avoiding the laser alarms. Once on the other side, they both turned to each other, seeing a laser blocking them both on each other.

"You first." Spider-Man said.

"Right." Ghost Spider nodded.

She jumped off her wall, landing gracefully in the middle of two more, before she dived over one, then landed near Black Widow.

"Impressive." Black Widow commented.

"Thanks." Ghost Spider said, getting up.

Spider-Man jumped from his wall and landed in exactly the same position as his partner had, then he jumped over the one she had, then landed near both girls.

"Not bad, ребенок." Black Widow commented.

"Huh?" both Spiders muttered.

"That's Russian for 'kid'." Black Widow explained. "Now come on."

Once close to it, Black Widow made to pick it up, when both Spiders Spider-Senses tingled.

"Wait?!" Spider-Man yelled, grabbing her arm. "Something's not right."

"Yeah. We shouldn't remove it by hand, or that net will come down on you like last time you tried." Ghost Spider reasoned.

"You have a point, actually." Black Widow admitted. "One you two get it, while the rest of us keep an eye out."

"I'll get it." Spider-Man said.

Black Widow and Ghost Spider turned around, then Spider-Man shot a web at the microchip, which stuck to it, then he pulled it away. He grabbed it just as his Spider-Sense tingled, along with Ghost Spider's as the alarm sounded, then he back flipped away before the net fell onto him, making it miss him. He landed crouched down, as Ghost Spider and Black Widow turned to him.

"Impressive move, Spider-Man." Black Widow admitted. "Might try something similar next time."

"Come on, let's get outta here." Ghost Spider said. "I have a feeling that's not the only trap on the way out."

Black Widow nodded, then all three heroes ran off down the hallway - as the laser alarms had vanished when the alarm sounded.

"Iron Man, this is Widow! We have the microchip." Black Widow reported, touching her headset radio. "We're on our way out!"


Outside, Iron Man fired beams from his hands while flying in the air, hitting the ground near three Hydra agents, knocking them away.

"Understood, Widow." he said. "What is your ETA?"

On the ground, Hawkeye fired an explosion arrow, which hit a wall of the base, blowing a hole into it.

"Bullseye!" he whooped.

Hulk punched a agent in the chest, sending him flying through the hole in the wall, then he picked up two more, and then banged them together.

"About 5 minutes, Tony." Black Widow reported.

"Right." Iron Man said. "Spider Woman, prep the Quinjet for take-off!"

Spider Woman jumped a agent in the chest as it came at her, then she grabbed another's arm, then touched his shoulder, shocking him with her Venom Blast.

"AGHH!" he moaned.

"On it, Tony!" Spider Woman nodded.

She turned and began to run into the forest, and back towards the Quinjet.

Capt. America deflected a few blasts from an agent's blaster, then he tossed it at the agent and two others near him.

"Uh-oh!" one gulped.

The shield hit the three of them like a boomerang, then it flew back towards Capt. America, who caught it and put it on his arm. He then turned and rammed a fourth agent with it as it came towards him, knocking it out cold.

Falcon and Capt. Marvel both flew down towards the ground near four agents, then Falcon stopped and moved his left wing to his left, shooting metal feathers with it. The feathers hit the ground around the agents, trapping them all, then Capt. Marvel flew towards them and punched one right in the face, knocking him away.

"AGH!" the agent moaned.

The other three watched and turned as he went flying over the feathers and hit the ground hard, knocking him cold. They turned to Capt. Marvel as she hovered above them, then she dived and split kicked two in the chest, knocking them down, then she grabbed the third and lifted him up.

"Hey?! Put me down?!" he demanded.

"As you wish!" Capt. Marvel joked, letting him go.

"AGHH!" he yelled, before hitting the ground. "OH!"

Spider Woman made it back to the Quinjet, then got into it and powered it up.

"I'm set and ready, Iron Man!" she reported.

"Right. We're coming back!" Iron Man reported.

(Outside)

"Avengers, retreat!" Iron Man shouted.

"Fall back!" Capt. America ordered, deflecting some blasts with his shield.

Thor shot lighting from Mjölnir, which hit two Hydra agents, knocking them away, as Falcon and Capt. Marvel flew off past him.

Hulk picked up Hawkeye and jumped up with him, after he'd fired an Ensnarement Arrow which trapped two agents in a net.

"Hey!" one complained.

Iron Man and Thor turned around and flew off, as Capt. America ran off and into the forest.


Back inside the base, Black Widow and both Spiders all turned right down a hallway, then turned left down another, then came into one neither had been through.

"Okay, which door?" Ghost Spider asked nervously.

"From what I remember from the schematics, this one." Spider-Man said, pointing at the right.

"He's right." Black Widow agreed. "The left one leads right to the basement, and there's no way outta there."

"Okay, fine." Ghost Spider understood. "Come on."

They all ran through the right door, then began to run up a set of stairs, then came towards a door.

"There should be a landing pad on the other side." Black Widow explained. "Hopefully, the others will pick us up. This was my secondary escape route in case I was caught."

"Your first I take it involved the vent again?" Ghost Spider assumed.

"Bingo." Black Widow confirmed. "Come on."

She opened the door, then all three heroes ran through it, only to see Taskmaster standing on the landing pad.

"Oh, webs!" Ghost Spider gasped.

"Trying to escape, eh Natasha?" Taskmaster smirked.

"I take it you know him?" Spider-Man inquired.

"Yeah. Long history." Black Widow answered. "And here's some advice, he's very skilled in different forms of fighting."

"Thanks for the warning." Spider-Man said.

Taskmaster brought out a sword, then charged at the three heroes. Both Spiders dived to either side of him - Spider-Man his left, Ghost Spider his right - then he tried to slash Black Widow with his sword, but missed as she leaned back to dodge it. She then kicked him in the groin, making him stumble back, before she back flipped away and kicked him in the jaw, knocking him back.

"OH!" he moaned.

"That's for the torture you gave me!" Black Widow snarled, landing on her feet.

Taskmaster growled as he glared at her, then dashed towards her quickly, then grabbed her by the throat.

"AH!" she gasped, shocked.

"You were saying, old friend?" Taskmaster smirked.

Both Spiders stared at Taskmaster from behind.

"Let her go...whoever you are?!" Spider-Man demanded.

Taskmaster turned to them both, keeping hold of Black Widow as he did.

"The name's Taskmaster, and as you wish!" he snarled.

He threw Black Widow at both Spiders, who both dodged before she hit the landing pad on her side behind them.

"AH!" she moaned.

"Now then, let's dance." Taskmaster smirked.

He charged at both Spiders, then tried to slash Spider-Man, but missed as he dodged, then Ghost Spider back flipped away as he tried to slash her.

"These two are more athletic that Widow." he thought, trying to slash Spider-Man, but missed as he backed away. "I'll have to try a different approach."

He turned to Ghost Spider, who shot a web at him from her right hand, but missed as he rolled to his left. He then did a back flipped along the platform, then another, then stared at both Spiders, as they stared at him.

"Man, this guy's good." Spider-Man thought.

"Okay, gotta think smart on this." Ghost Spider thought.

Taskmaster sniggered, getting both their attentions as they moved towards each other.

"You both don't know what I'm capable of." he smirked. "Once I've seen what you can do, I can easily mimic it."

Both Spiders turned to each other.

"We've only got one chance." Spider-Man whispered. "We need to web him up at the same time."

"Understood." Ghost Spider nodded.

Taskmaster sniggered and approached them both slowly.

"Catch!" he smirked.

He threw his sword at them like Frisbee. Both Spiders dodged it, but then Spider-Man shot a web at it, then pulled it back.

"Back at you, skull-face!" he joked.

"Ah!" Taskmaster gasped.

Spider-Man used his web to throw the sword at him, hitting him in the chest hard.

"AGH!" he moaned, as it fell onto the landing pad. "OH!2

"Now, before he gets up!" Spider-Man said.

"Right!" Ghost Spider said.

Both Spiders webbed Taskmaster up with all four of their web shooters, trapping him in a strong web cocoon, which covered all but his head and feet.

"AGH! Let me go?!" Taskmaster demanded.

Taskmaster looked up at the three heroes, unable to move an inch or muscle from the web cocoon, which kept him trapped on the landing pad, as Black Widow got up.

"Oh!" she moaned, touching the back of her head.

"Interweaving our webs made them stronger." Ghost Spider noted. "Might come in handy in the future."

"Touché." Spider-Man agreed. "You okay, Widow?"

"Yeah." Black Widow assured. "Next work you two."

All three heroes turned as the Quinjet showed up near the landing pad, then the door opened up in mid-air, showing Hawkeye and Capt. Marvel in the doorway.

"Come on!" Capt. Marvel called.

Black Widow turned and spotted the web-wings under the Spiders arms.

"You use those for gilding?" she asked.

Both Spiders turned to her.

"Yeah." Ghost Spider answered.

"Well, care to give me a lift?" Black Widow asked.

"Sure." Ghost Spider said.

They both turned and ran off along the landing pad, then Black Widow wrapped her arms around Ghost Spider, who jumped off it. She spread her arms and wings out, then they flew towards the Quinjet, as Spider-Man jumped and flew after them. Capt. Marvel and Hawkeye moved away from the doorway, as the girls landed in the Quinjet, followed by Spider-Man, then the door closed.

"We're all onboard." Capt. America said. "Get us outta here, Jessica."

"Right." Spider Woman understood.

She flew the Quinjet off away from the base, as Taskmaster lay on the landing pad, trapped in the webbing.

"Strucker's not gonna believe this?!" he exclaimed. "Next time I meet you two wall-crawlers, I'll be more prepared!"


Later, once back at the Avengers Tower, the Avengers, Spider-Man and Ghost Spider were all in the conference room, expect for Capt. America and Black Widow.

"Well, I'd say that covers everything." Tony said. "We got the microchip from the base and rescued Widow from Hydra."

"Thanks to our new friends, the Man of Spiders and Ghost of Spiders." Thor added.

Ghost Spider sighed and folded her arms. "Guess I'll have to live with it." she thought.

"Indeed." Carol said. "You two were pretty good out there."

"Thanks." Spider-Man said.

A door then opened, then Steve and Natasha both came in and approached the others.

"Fury's got the microchip." Steve explained. "So hopefully it won't be used for evil now."

"That's good news." Tony said. "If Hydra had used that microchip, they could've used it to shield a missile from all scanners and radar."

"That's...horrible." Ghost Spider said. "Who knows how many people could've been killed if that had happened."

"I know. It would've been terrible." Sam agreed.

"Well, if that's all, me and Ghost have to get going." Spider-Man said. "We've got stuff to do."

"Yeah, see you." Ghost Spider said.

They both turned and walked out of the room, as the Avengers all stared at them. The team then all turned to Clint, who sighed and took off his glasses.

"You should talk to them." Carol said. "I mean, they did save you, after all."

Clint sighed, then he turned and ran out of the room, then he turned and saw both Spider-Man and Ghost Spider walking down a hallway.

"Hey, you two?" Clint said, running after them.

Spider-Man and Ghost Spider both stopped and turned around to him.

"Look, I...I just wanna say...thanks for the help." Clint said.

"Huh?" both Spiders muttered.

"We couldn't done this one without you." Hawkeye admitted. "I guess I had you two pegged wrong."

"Well, thanks for the complement." Spider-Man said sarcastically.

"Yeah, thanks." Ghost Spider said, folding her arms.

"I'm serious. You both maybe amateurs, but you're alright...in a way." Clint said.

"If that's the best you're giving us, we'll take it, Hawkeye." Spider-Man said.

"Fair enough." Clint said.

He turned around and walked away, as both Spiders turned and walked towards the balcony.

A little later, the rest of the Avengers came out of the conference room, then all walked down the hallway. After they all entered the living room, Jessica approached both of her fellow Spider heroes, as they stood on the balcony.

"Some day, huh?" Ghost Spider said.

"Yeah." Spider-Man said. "I hope tomorrow's not like this." Spider-Man said.

"Depends on what happens, doesn't it?" Jessica said.

Spider-Man and Ghost Spider turned to her, as she stopped near them.

"It's been nice working with you again, Pete." she said.

"Same here, Jess." Spider-Man said. "It's alright, isn't it?"

"Sure." Jessica said, as they shook hands.

She turned to Ghost Spider.

"You're pretty good out there, Gwen." she admitted. "It's been nice meeting you."

She held her hand out as Ghost Spider stared at her, before she shook it.

"Likewise." she said. "And, you mind if I tell you something?"

"Sure." Spider Woman said.

"If you weren't already calling yourself it, I would've used your namesake." Ghost Spider admitted. "And that's honest."

"I understand." Jessica said, touching her shoulder. "Maybe next time we meet, it'll be under better circumstances."

"I wouldn't mind that." Ghost Spider said.

"Me neither. But, does anyone else here...?" Spider-Man began.

"Besides me, the only one that knows is Widow." Jessica explained. "She's SHIELD like me. The others don't through, so relax. Natasha's always been good at keeping secrets. Kinda why she's our best spy around here."

"Right." Spider-Man understood. "Thanks for telling."

"Yeah. Unlike the rest of you, you know why we keep our identities secret." Ghost Spider said. "And since you're a lot more famous, we'd rather wait till we're ready to tell you're team, unlike some of the past team-ups we've had."

"It's understandable." Spider Woman assured. "Now, I think you two should get outta here, since it's getting late."

"You're right." Spider-Man said. "Come on."

"See you then." Ghost Spider said.

They both turned and jumped off the balcony, then began swinging through the city towards their homes.

As Spider Woman stared at them, the rest of the Avengers came towards them, Steve without his mask on, as Tony raised his armoured mask up.

"Those kids did alright." Steve commented.

"Sure did." Tony agreed. "Might be worthy of joining the team in the future."

"Yeah, when they're older than is." Clint said. "No offence, Sam."

"Understandable." Sam said. "I mean, they are younger than I am."

"No surprise, since they're still in school." Carol said.

Jessica turned around to the others, shocked by the news.

"What are you talking about?" she asked, nervously.

"You think we didn't know who they really are, Jess?" Tony asked.

"But-" Jessica began.

"That Parker and Stacy girl sure know how to handle themselves." Carol remarked.

"Might be worthy of joining us when they're older." Tony added.

"Gotta admit, they did alright." Sam said.

They all turned around and walked off, expect Jessica and Natasha, who then approached each other.

"I thought only you and I knew their secret?" Jessica hissed.

"I didn't tell them. Fury did." Natasha assured. "But he told them why they keep their faces hidden unlike us."

"Well, now I feel like a fool." Jessica sighed. "I just told them both we're the only two that know."

"I'm sure the others know not to let slip their identities." Natasha hoped. "Come on."

They both walked into the Tower to join the others, Jessica looking a bit upset by having just lied to her fellow Spiders.