Hey guys, Aaron2014 here! Here's the fourth chapter! To remind previous readers who reviewed about updating needs a reminder that the uploading of chapters do not have a deadline. I shouldn't have to repeat myself :/ Anyways enjoy this chapter!

(Song Starts)

It started when an alien device did what it did

And stuck itself upon her wrist with secrets that it hid

Now she's got super powers, she's no ordinary kid

She's Gwen 10. (Gwen 10)

So if you see her you might be in for a big surprise,

She'll turn into an alien before your very eyes

She's slimy, creepy, fast and strong

She's every shape and size

She's Gwen 10 (Gwen 10)

Armed with powers, she's on the case

Fighting off evil from Earth or space

She'll never stop till she makes them pay

'Cause she's the brightest kid to ever save the day

Gwen 10

(Song Ends)


Chapter 4: Doomed!

It was another day at Midtown High. Gwen at the moment was walking to the cafeteria for an honest day's lunch. It was quite a week considering her and Peter's team decided to enroll at Midtown High. She didn't mind a bit but Peter was another story. Hopefully for her, he'll lighten up a bit.

(Hello, wonderful viewers! Gwen Stacy, aka Gwen 10, here at my wonderful school of Midtown High. As you all know, a weird alien device known as the Omnitrix ended up on my wrist several weeks ago. It was created by Azmuth, the First Thinker and wisest individual in five galaxies. It was during that time I met and befriended Spider-Man, who turned out to be my high school crush, Peter Parker.

During that time, both of our lives were turned upside down when the super spy Nick Fury of S.H.I.E.L.D. told us that if we wanted to be ultimate, amazing heroes, he and I would have to help out a bunch of new guys. Fury stuck them in our school so now they're our classmates. Speaking of classmates, here comes one of them now.)

Gwen looked on the end of the hall to smile at the sight. There she saw her best friend, Nancy Chan, and her teammate Ava Ayala, aka White Tiger, talking with one another. They seemed to be having a lively conversation. Without hesitation, Gwen made her way over to hear the ending of the conversation.

"And so the cat lawyer said, "You've got to be kitten me!"." Nancy finished. This made Ava laugh.

"Oh man," Ava said between laughs. "I never thought of it that way. Where did you hear that joke from?"

"I make my own material," Nancy answered. "It helps in the right 'mewments'." Ava laughed again.

"Looks like you two are hitting it off," Gwen spoke up catching their attention.

"Gwen!" Nancy said before hugging her best friend. "We're hitting off 'purrfectly'. Did you know that Ava and I both have a keen interest in cats? With that we became 'furiends' instantly!"

Gwen smiled before saying, "That's great to hear, Nancy."

(You all are probably wondering if I would get jealous of Ava hanging out with my best friend, right? Well, the answer is no. I'm glad Nancy was able to find another friend besides me, Peter, Harry and MJ. Plus I'm glad Ava's now got a friend she can relate to here at Midtown. Though it does makes me wonder how the others are doing.)

"What's your damage, Parker?" A voice said catching the three girl's attention.

Down the hall they saw Peter having a heated argument with Sam Alexander, aka Nova. It was a fact amongst the team that Peter and Sam didn't get along with one another. Then again they're boys, so the testosterone and adrenaline blinded them from logical thought. Gwen knew that factor happened more with the jocks in school but it was quite common with most males. She could help but sigh at the sight.

"Those two fighting again?" Nancy asked with a raised brow.

Gwen sighed before saying, "No worries I got this."

Gwen began walking up to the two teenage boys. She could hear their voice just as she walk right up next to them.

"My table," Peter said with a frown to Sam. "Peter Parker's table and Peter's friends, I don't want to mix my chocolate with my peanut butter, get it?"

"I'm allergic to peanuts," Sam countered.

"Look," Peter continued. "You guys are cool and all in your own special ways I guess but Spider-Man does Fury's super group thing out there. In here, it's my time, my rules."

"You know," Sam said. "Words are coming out of your mouth, but I stopped caring…like yesterday."

"You're just mad coz Fury made me leader of the team," Peter berated while pointing it out.

"I am not mad, because there is no leader." Sam replied with the same tone. "But if there was, he wouldn't be a pajama wearing web-head."

Before they could react, Gwen grabbed each of them by their ears a tugged a bit. This caused them to seethe in pain a bit as they looked at the blonde female teen. On her face was a stern look, which showed she meant business.

"You two need to get along right now," She berated the two boys. "We're supposed to be a team, not be at each other's throats. If you two don't get along, so help me I'll make sure that one of my aliens gets a word in edgewise."

This made them silent a bit, however her threat wasn't the one that silenced them. Gwen felt like someone was behind her. She looked and to her shock she saw Coulson, who was the acting principal at their school. He was wearing a dark grey suit and pants along with a white dress shirt under the suit. He also wore a black tie around his neck.

His expression at the moment was stern looking at the three teens. The first meeting between her and Coulson was a rough beginning. She also wasn't fond of the idea of him being their principal. Her thoughts were put on hold when he spoke up.

"I have a better idea," He said. "You three can settle it in detention." This caused Peter and Gwen's eyes to widen in shock and fear.

"Detention?!" Both Peter and Gwen said at the same time.


Later that day, Gwen and Peter were in the detention room. They couldn't believe this was happening to them. They were good kids they'd do nothing too severe to land themselves in detention. Both of them groaned in distain as they both had their heads on the desk. The worst part was what their families were going to say after.

"My aunt is going to kill me," Peter said with fearful frustration. "Then she's going to bring me back as a zombie and kill me again."

"You're lucky," Gwen spoke up. "I've never had to be punished before. If my parents find out about this I'm probably going to have the strictest of punishments ever."

(And to point it out to you guys, I'm not lying either. I'd be lucky to get grounded for a few months.)

"Good job with the role-play, you guys," Coulson spoke up catching their attention. "That was perfect."

Both Gwen and Peter blinked in confusion before looking at one another. What did he mean by "role-play"? It wasn't before long that both of them looked behind them to also see Ava, Danny and Luke in seats as well. They knew that Sam was with them but they didn't notice the other three students. It was then that it hit them like a stack of bricks.

"Oh," Peter said with realization in his voice. "This was just to get us all together for a secret S.H.I.E.L.D. thing."

Gwen sighed in relief. "Thank goodness. I thought we were actually in trouble there for a second. At first I thought it was serious."

Coulson smiled. "Define 'serious'."

The acting principal then pressed a button on his desk. This caused hatches to open up under the teen's feet as their chairs leaned forward causing them to slide down into the open hatches. Gwen at the moment landed on what appeared to be a S.H.I.E.L.D. made chair. The most confusing part however was that she somehow ended up in her costume. She raised a brow in confusion before the chair seemed to propel itself forward via rocket power.

The rocket-powered chair seemed to be traveling through what appeared to be a small metal tube. It wasn't before long that an opening was seen. There the chair stopped immediately at it hit the end of the ride, causing her to fly out of the chair landing on her stomach. She groaned as someone walked up to her holding out a hand to her. She saw it was White Tiger, which she graciously accepted.

"Thanks, Tiger," Gwen 10 said in appreciation as she was lifted up to her feet.

"Not a problem," White Tiger replied.

"Move your webs," Nova's voice called out catching the two female hero's attention.

There they saw Spider-Man, Power Man, Iron Fist and Nova stuck in a dog pile. Spider-Man was sitting on top of Nova, who was trying to get out from under him. Power Man and Iron Fist were able to remove themselves from the pile but Nova and Spider-Man had yet to succeed from that.

"I had this knot in my back," Spider-Man said. "And those dumb pointy things in your helmet are just the right shape."

Both girls sighed with a shrug before both saying, "Boys."

After that, both Gwen 10 and White Tiger walked up to what appeared to be a glass pane window. They looked to see that they were somehow underwater. This caused both the cat-powered heroine and female alien shape shifter to raise a brow in confusion.

"Where are we?" White Tiger asked aloud.

"Attention," Nick Fury's voice called out on an intercom. "All S.H.I.E.L.D. personnel prepare to surface."

They watched as they appeared to be rising up from the water. There the craft they were in rose from what appeared to be the Hudson River. It was then it dawned on both dawned on White Tiger and Gwen 10. They were on the Helicarrier.

"The Helicarrier," White Tiger exclaimed. "I love this job!"

"Guess that answers your previous question," Gwen 10 said with a smile.

Back with the boys, Nova still struggled to get Spider-Man off of him. Taking no more of it, his body enveloped with nova energy before he flew off of Spider-Man. Spider-Man looked up at Nova seeing a frown on the flying teen's face.

"I don't know what you problem is webs," Nova said. "But if you wanna throw down, let's get it over with."

Gwen heard this and frowned a bit. Why did Nova have to be such a hot head? Heatblast was a literal hothead and she wasn't as bad as Nova. They were supposed to be a team and all he thought about was going toe-to-toe with Spider-Man. If it was a friendly spar she wouldn't think less of it but what Nova suggested was a full out brawl.

"In a feisty mood? Outstanding." Fury's voice said from a holo-screen catching their attention. "The court is precisely where you'll train to focus that aggression."

"Court," Spider-Man asked with a raised brow. "Like B-Ball court?"

"Court, like you come here to be judged… harshly." Fury explained.

With that said, a large shutter came together from side-to-side, catching the group's attention. Then from the floor, a large robot-like turret rose and aimed its weapons at the heroes. Various ports in the room opened up revealing more turrets pointed at the heroes. Gwen couldn't help but gulp at the sight.

"Should've called it the bathroom," Spider-Man said to himself. "I just webbed my shorts."

"Bet your web-shooters I can take down more drones than you can," Nova betted with a sure tone.

"First to ten kabooms wins," Spider-Man replied the conditions of the competition.

It was then they leaped into action. A large barreled turret aimed at Spider-Man before Nova destroyed it with an energy blast, earning him a point. Spider-Man then saw the robot-like turret aiming its weapons at Spider-Man, which he retaliated with his web-shooters. The webbing jammed the turrets weapons, causing it to overload and explode, earning him a point. One by one, Nova and Spider-Man kept destroying turrets.

In the background, the group watched the two heroes going all out. Gwen could help but shake her head at them. They were so pig-headed to listen to Fury giving them the actual exercise they decided to rush in headstrong. She only covered her eyes with her hand before shaking her head again.

"They're so stupid," White Tiger said aloud.

"I can't help but agree with you there," Gwen 10 replied as she and the others watched the ending of the aftermath.

Just as they both took out the last of the turrets both of them shouted, "In your face!"

"Gentlemen!" Fury said catching their attention. "The object of this exercise was to cross the room without setting off any traps."

"He said that?" Spider-Man asked with widened eyes. "When did he say that?"

"In the beginning," Gwen replied. "Unfortunately for you two, you both were too busy focusing on each other to listen to what he had to say."

"Oh! My oops," Spider-Man replied with an embarrassing tone.

"I was going to send you into the field today," Fury said. "But until you start working together, you're grounded."

"That's not fair!" White Tiger complained. "It was dork 1 and dork 2."

"You're going to clean up your mess," Fury replied with a stern tone. "As a team!"

Just as he said that, a medium-sized robot carrying cleaning supplies appeared from an opening in the wall. It went over to Nova and Spider-Man offering the said supplies. Without hesitating, Spider-Man grabbed the sweep broom before using a zip line web up to the ceiling of the room.

"I got the ceiling." Spider-Man said quickly as he zipped up to the ceiling.

Gwen sighed as she and the others went over to the robot. She too grabbed a broom and began to get to work. This was going to be a long day.


An hour or so later, a large pile of scrap metal was piled up in the middle of the room. Another piece of metal piled onto it as the group of heroes continued cleaning the Court. They could have gone on a mission today but instead they're cleaning a mess they didn't make. It was mainly Spider-Man and Nova's fault.

"Be the best hero you can be, work with professionals," White Tiger said to herself before glaring at Spider-Man and Nova. "I'm pushing a broom thanks to you two."

"A tornado becomes a gentle breeze," Iron Fist said in proverb. "Only as temperatures cool down."

This made everyone look at Iron Fist in confusion. Gwen sighed as she then spoke up, "He means when a bad situation happens, it always settles down in the end."

The other heroes nodded in understanding before Nova said, "Why didn't he just say that?"

"He did," Power Man said as he brought in a large piece of scrap for the pile. "He just does that. Let's just finish so we can prove what got to Fury."

Just as the last piece of scrap was placed on the pile, Nova then flew up to it and fired a continuous beam of energy at the pile of metal. The energy began melting the metal, turning it into slag. The liquefied metal then drained into a grate in the floor before disappearing completely. They were finally done with cleaning the room.

Then Spider-Man landed on the floor from the ceiling before saying, "You guys are the newbs, I've been catching baddies for over a year. Check it out: Batroc, Melter, Toad, Whirlwind, the Frightful Four and that's counting all four."

That little list however gave White Tiger an idea before she said, "That's it! Spider-Man you're a geni— you gave me an idea."

With that White Tiger walked out, the heroes blinked in confusion at what just happened. Gwen looked at the web-clad hero a bit.

"Did she almost say that you were a genius?" She asked.

"To be fair," Spider-Man said. "I totally count that as a compliment." Gwen giggled before the group followed after White Tiger.

At the moment, White Tiger accessed one of the S.H.I.E.L.D. computers looking at files of what appeared to be a list of villains. Gwen watched in amazement as the list went on. It wasn't surprising that S.H.I.E.L.D. had a list of villains, ranging how dangerous they were. Gwen got an idea to what White Tiger was thinking about.

"S.H.I.E.L.D.'s most wanted," White Tiger said. "We bring in someone from this list…"

"Instant respect," Power Man finished.

"Right," White Tiger confirmed. "Let's make sure it's someone we can handle. Ah! Lady Porcupine."

Gwen looked on the screen and saw a description of "Lady Porcupine". It only showed a mug shot of the villainess, which showed her wearing a helmet and suit where her head and back were covered in spike-like quills.

"Yawn," Spider-Man said in a mock tone. "Nova, you take that one. Bring some bandages, pal."

"As if," Nova retorted. "I'm aiming higher." He then pressed a button on the keyboard to show a new profile. "Like top of the list. Let's get him!"

Gwen looked with wide eyes at the profile Nova pulled up. It was a villain wearing what appeared to be full bodied armor along with a cape, clothing and a hood. Of all villains why did Nova suggest…

"Doctor Doom," Nova said with enthusiasm.

(Is Nova really serious? That's probably a trick question but seriously!? Doctor Doom!? Of all of the villains he had to choose, he chose the most dangerous one on the planet. Here's a fact about him folks. Victor Von Doom, the second smartest person in the world as well as king of Latveria. His armor is near invulnerable plus his armor is equipped with as much weaponry as Iron Man's. I believe Nova's not going to listen to reason and just go after Doom head on without thinking.)

"Last one to Latveria licks Fury's eye patch," Nova said before zooming off down the hall, causing various agents to drop some paperwork.

(Told you guys…)

"It's called impulse control, Nova, look it up." Spider-Man said as he and the others followed after the flying hero.

Gwen sighed. "This is not going to go well."

In the hanger, the group gathered in one of the jet aircrafts. They all knew Nova's plan was unintelligent but unfortunately Nova wouldn't listen to reason. He was determined to bring in Doctor Doom.

"Who knows how to fly this thing?" Nova asked the others as he messed with the onboard keypad "I wanna conserve some energy for the beat down. Never mind! Found the auto-pilot."

"Don't worry guys, I got this." Spider-Man told the three heroes. This caused the two boys and Gwen to look at one another in concern.

"We're gonna just let him get this?" Power Man asked.

"Depends," Iron Fist said. "Are we a group of solo acts, or just a group?"

"Are you serious?" Gwen 10 said with a raised brow. "We're a group. A group that's making the worst damn decision ever, going after the most dangerous man on the planet."

"Gwen's right," White Tiger spoke up catching their attention. "Turn off the testosterone. We are not going to fly to Latveria and attack Doctor Doom."

"You're right," Spider-Man said. "That would be insane. Can you talk some sense into helmet hair?"

"Finally," White Tiger said as she walked into the jet. "Someone is using their head."

Just as she walked in, the entrance into the jet closed shut. The jet's engines started up before flying out of the Helicarrier hanger. One of White Tiger's eyes twitched before looking at the group in distain.

"I hate you all," she muttered.

Gwen pointed to the boys, "Their idea, not mine."

As the jet flew over the ocean, the team was each situated in their own cockpits. The jet had a special feature where the cockpits each member was in could separate into smaller jets. Gwen had to hand it to S.H.I.E.L.D. this was pretty useful. Though right now the current situation, however, kept her from geeking out over the technology. Gwen knew she and the others weren't trained enough to take on someone like Doctor Doom. He was at the top of the list for a reason.

Since she had time on her hands, she decided the best way to pass it was to finish up her homework for school. As she got into it, a holo-screen showing Spider-Man popped up next to her. This caused her to look over at the screen.

"Let me guess," Spider-Man said. "You're doing either homework or a plan of attack against Doom."

"Homework," Gwen answered. "If this is going to be our last day as heroes I might as well finish my homework."

"You and White Tiger," Spider-Man said before raising a brow. "But what makes you say it's our last day as heroes?"

"What do you think?" Gwen replied with a raised brow. "Spidey, this is probably the stupidest plan right now. We're not trained enough to handle someone like Doctor Doom. That's mostly for heroes like the Fantastic Four or the Avengers."

"Hey we can do it," Spider-Man said. "I'm sure of it."

"And if one of us dies?" Gwen 10 asked.

"That won't happen," Spider-Man immediately replied. "Not while I'm around."

Gwen sighed. "So what are the other's doing while we fly all the way to Latveria?"

"Like you, White Tiger's doing her homework," Spider-Man answered. "Iron Fist is trying to find some tunes to 'soothe' his soul. Power Man, unfortunately, has motion sickness. Nova…" He paused a little bit before continuing. "…he was talking to MJ on his cellphone."

"You don't have to be overprotective of our friends," Gwen said. "Like you, Sam and the others are trying to make friends at school. Hell, I was happy to see Nancy making friends with Ava. They're like old friends seeing each other after being separated for a while."

"That may work for you," Spider-Man said. "But for me I try not to mix work with my social life."

"Peter," Gwen said. "These guys probably haven't had to actually socialize with people outside of S.H.I.E.L.D. They've probably lived most of their lives in doing so. Maybe it's time for you lighten up and allow them into our circle of friends. It would boost the team's morale and allow them to adapt to certain situations."

Spider-Man thought a bit before looking at Gwen. "I'll think about it."

With that the holo-screen closed ending the conversation. Gwen sighed before focusing back onto her homework. She knew it would take Peter time to adjust to the changes but she believed he could do it. After all, not only was he Peter Parker but also the amazing and spectacular Spider-Man. Heck she was a super-powered teen who could turn into aliens and that was saying much. Hopefully this trip won't end badly.


An hour or so passed as it became night with the jet entering another time zone. Gwen at the moment was resting just after she finished her homework. Schoolwork took it out of smart people like her. Her rest was also needed for the big battle coming up with Doctor Doom. She was still worried that they might lose the battle against the tyrant of Latveria.

"Latveria in 3 minutes," Iron Fist spoke up on the holo-screen, causing Gwen to wake up immediately.

She looked ahead to see her and the team's destination. There she saw the inland of Latveria, which was mostly covered in dense forests. From their point of view it looked peaceful but it wasn't anything but that considering it was home to the world's most dangerous villain. Suddenly a holo-screen appeared to her left, catching her attention, showing Nova ready to exit the aircraft.

"See you down there," Nova said with cocky tone. "For clean up."

With that, Nova exited the aircraft and flew off to Latveria. Just as Nova exited the cockpits housing Gwen and the others separated into five mini-jets, quickly following after Nova. The team looked down at Latveria in wonder.

"This is Latveria?" Iron Fist asked. "Hmm, looks… peaceful."

"Doubt it, the guy's number one for a reason." Power Man spoke up. "Do we have a plan?"

"I was gonna go to the castle and say, 'Cupcake gram." Spider-Man replied. "Everyone loves cupcakes."

"You're an idiot." White Tiger said with a frown.

Suddenly loud sound of booming caught their attention. They all looked outside and saw something similar to fireworks. However they were the same color, red-orange. This made Gwen start to worry.

"Pretty," Spider-Man spoke up. "Would that be Doom's Day?"

"Those ain't fireworks." Power Man replied.

The team then looked to see more explosions take place. Suddenly, Nova flew in with a holler as he was being chased by three incoming missiles. Nova took quick action and fired an energy blast at the missiles, causing them to explode.

On the ground, various Doom Bot turrets kept up with their bombardment of missiles at Nova. Nova zipped away from the missiles and saw another wave of them heading right for him. He smirked as he zoomed up and caused the missiles to collide with one another and explode. Several more chased after the flying teen hero as he fired more beams of energy at the incoming missiles.

"Bring it on, Doctor Dodo." Nova confidently mocked. "There is nothing you can build I can't break."

As he said that, he started making a bombardment on the Doom Bots on the ground. He fired at a few of them, causing them to blow up. Unfortunately for him, two Doom Bots jumped onto him causing him to loose balance and fall on the ground. He was then stopped by a third Doom Bot until others began dog piling him.

"Trespassing on the sovereign ground of Latveria is punishable—" A Doom Bot said in robotic monotone until it was destroyed by Iron Fist, who jumped from his jet above.

Two Doom Bots were about to engage in the battle, until their heads were ripped off by the impact of webbing from Spider-Man. Power Man was next as he ripped a Doom Bot in half before using one of the halves to smash a group of three Doom Bots. White Tiger jumped in and slashed through a single Doom Bot with her claws. It went into several pieces until it said something.

"Three days to retirement…" The robot said before it shut down completely and fell apart.

Gwen at the moment was surrounded by Doom Bots. All of them had their weapons pointed at the teen heroine ready to fire. She looked around her before she gave a smirk.

"You guys look like you need a fixer upper," She taunted the robots before activating the Omnitrix. It then showed a hologram of a humanoid blob-like being that appeared to be made of a type of circuitry or technology. She smiled as she tapped the faceplate, selecting the alien she wanted and revealed the core. "I think it's time for an—"

She slammed her free hand down on the Omnitrix core, causing her to be enveloped in a flash of green light. In an instant, her entire body was filled with Nano-organic circuitry. Her body's exterior was colored black with green stripes that resemble circuitry all over her. She wore green clothing with black stripes on it. Her body was hourglass-shaped and she had long arms and large four-fingered hands. Her feet were nothing more than stump-like in appearance. In the center of her circular face was a single cyclopean eye. On her chest was the dial of the Omnitrix.

The green light died down as the Doom Bots saw her new form as she shouted out, "Upgrade!"

The Doom Bots then began to open fire on Upgrade. Using her gel-like body to her advantage, she stretched and twisted out of the way of the robot's fire. She knew that dodging the fire won't end the fight so she decided to take matters into her own hands. She chose a robot out of the rest before pouncing at it. Her body then began to meld with the Doom Bot's causing black/green circuitry to spread over it. The Doom Bot's only watched as one of their comrades began to shift.

The Doom Bot Upgrade possessed grew slightly taller its body became more robust. Next, the weaponry on the bot was drastically upgraded. The laser cannons it had before became slightly larger which meant it held more firepower. It was even giving shoulder rocket launchers. Its face changed until a single cyclopean eye was seen. The eye then formed a glare before the upgraded robot pointed its weapons at the Doom Bots.

"You boys wished you had my Upgrade," The bot said in Upgrade's voice.

She then fired at the group of with her arm cannons. The volley of green energy hit several Doom Bots, destroying them in the process of an explosion. The remaining Doom Bots retaliated with their return fire. Thanks to the upgrade of the bot, its armor was stronger than the other Doom Bots. Upgrade then aimed her shoulder rockets at the remaining group of Doom Bots. She fired as various rockets zoomed toward each bot as they were destroyed in a volley of explosions. She stopped to see the damage she brought upon the robots she was fighting.

They all were completely dismantled. Each robot was torn to pieces by her assault as various parts scattered about. Feeling satisfied with herself, she then walking over to the others as they finished with their robots.

The others walked over to Nova, who had his hands on his knees in minor exhaustion. Spider-Man, at the moment, was juggling two Doom Bot heads a bit not tired whatsoever.

"Thanks for taking care of the light work," Spider-Man said. "Pros will handle it from here." He then noticed Upgrade walking up in her robot form, causing him to drop the Doom Bot heads. "Gwen?"

"Hey, guys!" She said in her voice which had a bit of a robotic tone to it. "You like?"

"Is that one of your forms?" Power Man asked.

"The form I'm in is," She replied. "The body, however, is borrowed. I just gave it a personal 'Upgrade' if you will."

"I like it," Spider-Man said with interest. "It's cool that your form can meld and upgrade technology like that."

"Well duh," Nova said in a snarky tone. "It's because she's a Galvanic Mechamorph. They've been known to be able to do that."

"Is that the name of Upgrade's species?" Upgrade asked.

"Yep," Nova replied. "Remind me to lend you my Alien Life Form Database later."

Suddenly Spider-Man's Spidey Sense went off, it was stronger than usual. "Whoa! That's some Spidey Sense."

Just as he said that, a high-powered beam of energy hit Upgrade's robot form. This caused the body she possessed to explode and scatter Upgrade into bits around the team. The teams eyes widened in horror until the pieces of Upgrade began to come together before reforming her. She was a bit dizzy and almost fell over if not for Spider-Man catching her. She shook her head and looked at the destroyed remnants of the Doom Bot she possessed.

"Aw man," She cried. "I just got that body, too!"

They then looked up in the origin direction of the energy beam. There they saw a tall man, with brown eyes. The most notable feature was the armor he wore covering his face and whole body except his eyes. Over his armor he wore a green tunic with a green hood over his face which is attached with yellow clasps on his chest. He also had a brown belt with a yellow clasp around his waist. They saw him hovering down thanks to the boosters in his armors feet.

(There he is. S.H.I.E.L.D.'s most wanted criminal and the Fantastic Four's archenemy, Doctor Doom.)

"Look upon me and tremble." Doom said in a strong voice. "For my face is the last thing you shall ever see. I am Doom."

"Doctor Doom, I presume?" Spider-Man said before realizing what he said. "Heh, rhyme."

"Fury dares attack Doom on sovereign ground?" Doom asked with a raised brow before raising his hand and fired a beam of red energy at the team of heroes.

One blast hits near Iron Fist and Nova, which the explosion causes them get knocked back. Doom then looks to his left before firing another red beam at White Tiger and Power Man. White Tiger dodges the beam but Power Man, unfortunately, gets struck by it causing him to be knocked back into the woods. Doom then turns his focus to Spider-Man and Upgrade.

"Okay, I'll say it." Spider-Man spoke up.

"Spidey, don't." Upgrade begged.

"We're doomed," Spider-Man said causing Upgrade to face palm. "Yeah, I went there."

"You had to say it," She muttered before focusing back on Doom.

Doom's right fist was enveloped in red energy before he punched at the two heroes. Spider-Man back flipped away from the villain while Upgrade used her natural elasticity to stretch one of her arms quickly at a tree, grabbing it and pull herself away as well. Just as Doom's fist hit the ground, spider web cracks began to form until minor fissures erupted from the force of the punch. It snaked its way to the group as it kicked up dirt and debris causing the debris to hit the others. Upgrade went wide-eyed at the sight of that attack.

Upgrade watched as Doom fired more bolts of energy at Spider-Man, who dodged each one. She then joined the others and posed at ready against the villain. Spider-Man then landed in front of them in a crouched position.

"Okay," Spider-Man said. "So you can shoot bolts, we're impressed. But! Can you surrender quietly?"

White Tiger looked at the spider hero as if he was crazy. "You're not right in the head."

"Guys," Upgrade spoke up. "Less mocking, and more concentrating on staying alive." She then slammed the dial on her chest as she was enveloped in a flash of light before becoming XLR8. "XLR8!"

Doom walked up before raising his hand and fired more beams of red energy at the group. One beam hit a tree causing the team to flinch before Iron Fist and White Tiger dodged. Power Man then lifted the fallen tree ready to throw it at Doom but was unfortunately blasted away by the villain. Spider-Man and XLR8 quickly dodged another blast from Doctor Doom.

Doom then had his focus on White Tiger. He kept firing blasts of energy at her but kept missing his target. Thanks to her cat-like powers, she dodged the beams of energy with skills of an Olympic acrobat. She then faced her team with an idea.

"Team, run S.H.I.E.L.D. maneuver Dugan 12." She called out. This made Spider-Man, Power Man and Iron Fist look at her confused.

XLR8 sighed before saying, "She means two hit low, three hit high."

The three boys "oohed" in realization before Power Man said, "Why didn't you say so?"

"Incoming!" Nova's voice called out as he passed the three heroes. He then fired a blast of energy at Doctor Doom, who enacted an energy shield.

"Yeah," Spider-Man said. "Like you're landing le coup de grâce, whatever that means."

(I need to remember to get Peter an English to French dictionary when this is all over.)

Spider-Man then jumped into action, ignoring White Tiger's warning. Both Spider-Man and Nova started bombarding Doom with blasts of webbing and energy. XLR8 and White Tiger couldn't help but sigh at their pride and stupidity.

"Stupidest boys ever," White Tiger said.

XLR8 nodded before saying, "I have to agree with you there." Suddenly, just as she said that an explosion occurred causing the four heroes to cover their eyes from the glare of the explosion. They then continued watching with wide eyes.

"As a boy, I second that." Iron Fist spoke up.

The smoke then began to clear. Spider-Man and Nova were seen with their hands on their legs panting from exhaustion. They looked down with wide eyes to what they saw before them. There on the ground was Doctor Doom, passed out with defeat. The other four hero's jaws dropped at the sight. They couldn't believe their eyes.

"Get out!" Power Man exclaimed, still shocked at what happened.

It then began to dawn on Nova as he looked down on Doom. He blinked a bit before grinning with pride. He then did what any young hero like him would do, he celebrated.

"I did it!" Nova cried out in happiness. "Woohoo, I rock!" He then looked to see the others giving him a look. "What? I do."

"First one home with Doctor Dork, gets dinner with Fury," Spider-Man's voice called out catching Nova's attention.

There he saw Spider-Man along with a webbed up Doctor Doom in a mini-jet. Spider-Man waved as Nova cried out in protest but was ignored. The pilot seat slid back into position as Spider-Man waved again before winking just as the cockpit door lowered down. The jet was rising in the air ready for takeoff. Nova quickly flew to the mini-jet and was pounding the glass with his fists angrily.

"C'mon!" Nova complained. "It's not fair!"

Just as he said that, the other mini-jets, which held the other heroes, flew after Spider-Man heading back to the Helicarrier. Nova growled before flying after the jets.


Back in New York on the Helicarrier, Fury was searching for the team of heroes. Ever since the training exercise earlier today they haven't been seen since that time. Fury then turned to the holo-screen monitor which showed Coulson in one of the classrooms at Midtown High along with two stacks of paperwork.

"Coulson," Fury spoke up. "You have any idea where our teenage heroes-in-training are?

"Sir, I'm in the middle of a crisis," Coulson replied with a tone of stress. "The school's budget is a mess. I'm trimming the fat. No more doors on the boys bathroom stalls, rougher toilet paper… Hey, maybe S.H.I.E.L.D. can donate…"

With that, Coulson's transmission was cut off. Fury just had a look of concern on his face to what happened to his second-in-command.

"Good God and Gottfried," Fury muttered. "Coulson has gone native."

"Some people just aren't meant for the high pressure world of school administration." A familiar voice spoke up. Fury turned and saw Spider-Man, who had something covered in a light brown sheet next to him as he continued. "While others are keenly suited for the butt kicking around the globe department.

A light blue blur passed Spider-Man. The arachnid hero noticed that the precious cargo he had before was no longer in his possession. He looked with a frown to see Nova had his hands on his prize.

"I caught him!" Nova said in a boasting attitude. "It was me! Totally my idea!" His lips were then sealed shut but a sting of webbing courtesy of Spider-Man, who hung upside down in front of Nova.

"Should've done that an hour ago," He said with satisfaction.

"Where have you maniacs been?" Fury asked in a stern tone.

Gwen and the other three heroes just arrived as Fury asked Spider-Man that question. He also gave them the same look he gave to Spider-Man and Nova. Gwen 10, Power Man, Iron Fist and White Tiger shifted uncomfortably as Fury give them the look. If he was stern at the moment, he was going to be steamed when he finds out what they did.

Spider-Man landed on the floor before saying, "Nicky boy, we're ready for the 'advanced class'. So to prove it, we got you a present." This made Fury give him a skeptical look before he continued. "Wanted for rocking D&D armor and a green cape in the 21st century, you know him, you loath him…The loony from Latveria, ta-da!"

With that he pulled the sheet off to reveal Doctor Doom, who was tied up in webbing. Gwen watched a bit in fear as Fury's expression went from skeptical to rising, well, fury. She could have sworn she saw a pulsing blood vessel on his forehead. Out of all of them, Spider-Man was the only one who didn't notice.

"He is so loving us right now," Spider-Man said before turning to Nova. "Except you, Nova." This caused Nova to grit his teeth at the arachnid hero.

"You kids… captured the most dangerous man on the planet," Fury asked in a non-believing tone.

"You don't have to thank me," Spider-Man said. "But I would accept a jetpack."

(A jetpack, out of all things he asked for it was a jetpack? Am I the only one to think that I should have asked for not being kicked out of team for pulling this stunt? This won't turn out well.)

Fury then pulled out a laser pistol, pointing it at Doom, which caused the others to tense before he said. "You didn't catch Doom, you walked him right into my Helicarrier."

"Correction, Director Fury," Doom spoke up. "They walked a MK VI holdament chassis into your Helicarrier."

"I'm guessing that's not a new washing machine?" Spider-Man asked aloud.

Gwen 10 face palmed herself before looking at Spider-Man. "You think?!"

With that Doom used his strength to break out of the webbing binds. This caused every S.H.I.E.L.D. agent to point their weapons at the world's most dangerous villain. Suddenly, Doom's eyes glowed red before, surprisingly, his chest opened up to reveal a smaller Doom. This shocked everyone as the smaller Doom produced another smaller one and the process repeated itself until there were six different sized Dooms, who were revealed to be a special variant of Doom Bot. Spider-Man, Gwen 10 and the others eyes widened in shock to the events that unfolded.

Unfortunately it wasn't over yet. The smaller Doom Bots now sported various weaponry. Some had swords for their arms while others had small missiles for hands. This caused everyone's eyes to widen even more.

(I totally called this one.)

The smallest of the Doom Bots then fired a red beam of energy at the group of heroes. This caused them to scatter except Power Man, who was hit by the beam right in his chest. The battle had started as the agents of S.H.I.E.L.D. fired their weaponry at the main Doom Bot, who enacted an energy dome to protect itself.

"Doom Bots, scatter and destroy!" Doom Bot Prime commanded.

The Doom Bots loyally followed the command and separated from one another. They went to different directions in hopes of causing more damage to the Helicarrier. Doom Bot Prime then blasted a hole into the ground and made his way downward. Spider-Man, Gwen 10 and Fury looked down at the hole where Doom Bot Prime went in. The hero and heroine looked at Fury, who was clenching his teeth in seething anger. They both looked each other before Spider-Man looked at Fury.

"Blood pressure, Nick," Spider-Man said. "I got this."

"I got this!" Nova called out in a sure tone catching the two hero's attention. This caused both heroes to speed out of the bridge and after the robots.

White Tiger sighed in frustration. "Isn't 'we' in their vocabularies?"

"They'll see that in the end," Gwen 10 said catching White Tiger, Power Man and Iron Fist's attention. "But right now we need a plan."

"Do you have one?" Power Man asked.

Gwen nodded before saying, "Team divide and conquer. Power Man and Iron Fist, you two go after the team of two Doom Bots. Together you'll be able to over-power the ones you encounter." Power Man and Iron fist nodded before running out. Gwen then turned to White Tiger. "Tiger, I need you to find and help out Nova. If you also happen to find any of the Doom Bots on the way, turn them into scrap metal."

"You got it," White Tiger said before asking. "What are you going to do?"

"I'm going to back up Spidey," Gwen 10 said before activating the Omnitrix. She chose the alien she want and slammed down on the core with her free hand. In a flash of green light she became XLR8.

"XLR8!" She shouted before her visor came down over her face. "Gotta go fast!"

With that XLR8 zoomed out of the bridge in a burst of speed. White Tiger then made her exit out of the bridge as well to track down Nova. Fury had watched this take place. He may be angry at the moment but he couldn't help but inwardly smile when Gwen took charge in Spider-Man's stead. Warm feelings would have to wait as he looked down at the hole Doom Bot Prime made. He placed his hand on his ear to activate his communicator.

"All units," He said. "Converge on the power core. We're in it deep."


In another part of the Helicarrier, the medium-sized Doom Bot was causing damage in the hall it was in. It removed a metal grating to gain access to a vent. Before it could enter, White Tiger appeared at the end of the hall and saw what the Doom Bot was doing. She rushed at the fake Doom with her claws out ready to slash it. Unfortunately she missed her target as it quickly evaded her into the vent. She sighed in frustration as she activated her wrist communicator.

"They're splitting up to do the most damage." White Tiger said in her communicator. "We need to corral them."

With Nova, he was fighting one of the other Doom Bots. This one however, was equipped with two red energy shields attached to its arms. The agents surrounding the two combatants watched as Nova fired energy bursts at the robotic Doom only for his energy to bounce off the shield.

"I'm the fastest," Nova said. "I'll get them all if bug breath doesn't blow it again."

With Spider-Man, he was fighting a single Doom Bot. This one was equipped with blades for arms. Spider-Man acrobatically dodged the blade swinging bot and landed a few feet away from it. It was about to charge Spider-Man again until blue/green/black blur slammed into it causing it to fly back a few feet into a wall. The arachnid hero looked to see XLR8 a few feet away from him, with her visor down. Spider-Man then looked down at his communicator.

"I blew it?" Spider-Man said. "This is all—"

"Shut up!" The voices of both Power Man and Iron Fist exclaimed.

With the two heroes, they were fighting off two Doom Bots. These were two of the smallest ones. The smallest one of the two, sported guns for arms which fired lasers, while the slightly larger one sported not only blade arms but also guns attached to its elbows.

"You both started this." Power Man said as he tried to fight the smallest Doom Bot. He tried stomping on the little robot, but it kept dodging him.

"To be fair," Iron Fist spoke up. "We did go along—"

"Not now, Fist." Power Man interrupted.

"Destruction to the enemies of the almighty Doom," The smallest Doom Bot said in the high pitched voice.

As it said that, it was using its lasers to burn Power Man's foot. Power Man shouted in surprise and pain as he grabbed his burned foot. He did a hot foot dance as he tried to blow on the smoked part of his foot trying to cool it off.

Back with Spider-Man and XLR8, they were still fighting off the sword wielding Doom Bot. XLR8 dodged the swipes from the bot before its focus was now on Spider-Man. It tried slicing Spider-Man to ribbons but luckily for the web-clad hero's natural acrobatic skills and enhanced reflexes he dodged each swipe at him. He then began firing webbing at the Doom Bot, who in term was slicing the webbing with its sword arms.

"We're all to blame," Spider-Man said into the communicator. "Mostly Nova, but don't worry, I got the experience I'll fix—" Suddenly Spider-Man's cellphone began ringing. This caused him to stop firing webbing at the Doom Bot and pull it out to see Mary Jane calling. "Ah jeez."

He then saw the Doom Bot about to strike him until XLR8 zoomed in front of Spider-Man and gave a double kick at the Doom Bot. This caused it to fly back a bit before landing on its feet and charged at the female alien hero again. She turned to Spider-Man before saying, "Answer it, I got your back." With that she sped towards the Doom Bot ready to fight again.

Spider-Man then answered his phone. "Hello?"

"Hey, Pete." Mary Jane said over the phone. "Any chance you're still with Sam?"

"MJ. Busy. Later." Spider-Man said as he watched XLR8 fight the Doom Bot.

"I don't know what you have against Sam but—"

"Not now, MJ." Spider-Man said before hanging up and jumped into action.

With White Tiger, she chased after the Doom Bot from before. Its arms at the moment were a compartment filled with missiles. It aimed its left arm at White Tiger ready to fire. However, White Tiger quickly slashed off the bot's arm severing it. This made the Doom Bot aim with its right arm before firing a single missile at White Tiger. She bent back before the missile could hit her as it shot forward behind her. It then impacted with the wall behind her and caused a major explosion, which in term damaged one of the engines.

This caused the Helicarrier to tilt abnormally. Several agents aboard cried out in shock and fear as the Helicarrier started falling from the sky. Alarms were going off as the Helicarrier was descending towards the ground in a crashing matter.

"They took out one of the engines." White Tiger spoke into her communicator. "We're losing stability."

"We're losing more than that," Fury spoke up through the communicator. "One of those Doom Bots is in the fusion reactor chamber. It won't matter if we keep her afloat, if that thing hits the core we're going nuclear."

XLR8 turned to Spider-Man before saying, "We can't let the Helicarrier crash either. Got any ideas, Spidey?"

"Just one," Spider-Man said before looking down at his communicator. "Nova, I have a plan!"

"I'm not taking orders from you." Nova replied with a stubborn tone.

"I'm not giving orders, bucket head." Spider-Man argued. "We have to act like teammates now or everything goes boom! If you can stabilize the Helicarrier engine…"

"While you hog all the glory?" Nova assumed.

"I'm not hogging anything," Spider-Man retorted. "You are the only guy who's a strong enough flier and maybe keep us airborne. It's a little thing I call 'working together'."

Outside, Nova had flown right under one of the Helicarrier engines. Once there he gathered energy into his palms and started pushing upward with all his might. This in term allowed the aircraft to stabilize itself and not descending more into the city. All the flying hero had to do was keep it stabilized for whatever plan Spider-Man had.

Back inside, Spider-Man spoke into the communicator on his wrist. "Guys, I'm digging deep into the S.H.I.E.L.D. play book. Pull a Code 46 triple Wendy with extra sauce."

"You're just saying words," White Tiger retorted.

"Yeah, but I have a plan." Spider-Man simply replied. "Tiger, how close can you get us to the reactor?"

Typing was heard until White Tiger said, "The reactor is in Sector 12, Quad-3… it's below us."

"Since you actually know that, tell us where we should meet." Spider-Man said.

"Follow my coordinates," White Tiger replied before the coms ended.

Spider-Man turned to see XLR8 still dodging the slashes from the Doom Bot. He then jumped in and webbed up the bot of evil. The two heroes watched as the bot struggled before breaking free of his bonds and facing the two heroes. Both sighed in frustration.

"Seriously," Spider-Man complained. "These guys are just as stubborn as the real Doctor Doom. We keep punching it and it doesn't stay down."

XLR8 thought a bit before turning to Spider-Man. "Maybe brawn isn't the answer."

"What are you saying?" Spider-Man asked with a raised brow.

XLR8 smirked before saying, "I'm saying, maybe all we need is a little—"

She immediately slammed the dial on her chest, causing her to be enveloped in a flash of green light. Her height shrunk down to four inches and her skin became grey. Her body then became more frog-like and now had large green eyes, which had rectangular pupils. Her head was bulbous and more triangular and on the lower back of her head were little spines similar to pig-tails. She wore a green jumpsuit with a black belt. The collar of her suit was black and she wore black, fingerless gloves with a green rectangle on the back. The dial of the Omnitrix was located on her back.

Spider-Man looked in awe at the new Galvan before him as she shouted out, "Grey Matter!"

She looked up at Spider-Man before saying, "Here's the plan. I need you to throw me at the robot."

"You want me to do what!?" Spider-Man nearly shouted.

"Don't question it, just do it!" Grey Matter argued.

Listening to the female Galvan, he picked her up before throwing her at the robot. Grey Matter landed on the Doom Bot's chest before quickly crawling to its back. Once she was there she analyzed for a solution.

"Let's see," Grey Matter muttered. "If I was a robot's control panel, where would I be?" She looked until she found the said compartment with a smirk. "Gotcha!"

She gripped the edges of the panel before pulling hard and tearing it off. She looked to see various wires and circuitry inside. She smirked in thought on what to do. She could either shut it down, rewire it for her to control it or she could reprogram it to do funny dances. However the situation required her to shut it down and that was what she was going to do.

"Okay," She muttered. "If I rewire this, pull on this and mix up this circuitry like so…"

Just as the Doom Bot was about to slice at Spider-Man, it stopped immediately. Spider-Man watched as the robot itself began sputtering as it sparked spontaneously before its head spewed smoke. It then fell over face first on the ground where Spider-Man saw Grey Matter standing on it with her arms crossed with a smirk. He blinked a bit while stunned.

"You disabled the Doom Bot?" He simply asked.

She nodded, "Just a little messing with the wiring and circuitry and the bot shorts out. Doom may be the second smartest man on the planet, but as Grey Matter I exceed past him and Mr. Fantastic."

"No argument there," He said before picking her up and ran towards where they were going to meet up with the others.

They arrived along with Iron Fist and Power Man. They saw White Tiger holding the dismembered legs of the Doom Bot she was fighting. She turned to the others as she tossed them to the ground.

"Still waiting for the plan," She said.

They then were surrounded by three Doom Bots, who were closing in on them. The heroes prepared themselves, ready to fight. Power Man noticed one person missing from their group.

"Uh guys," He spoke up. "Where's Gwen?"

Just as he said that, one of the Doom Bots began sputtering before shorting out and fell to the floor. This caught the other Doom Bot's attention as the second one did the same thing and fell to the floor in a heap. The third Doom Bot looked around for the perpetrator but unfortunately was too late. It short circuited as well and fell to the floor. The group then looked and saw Grey Matter standing triumphant on the robot. The others, except Spider-Man, were shocked at the sight.

"Now that I've awed you with my robotic skills," She said before jumping onto Spider-Man's shoulder and sitting down. "Shall we make our way for the power core?"

Spider-Man nodded before turning to Iron Fist. "Straight down, think you can handle it?"

Iron Fist smiled as his fist enveloped in chi energy. "I'm not paying for it."

Iron Fist then gave a mighty cry as he punched the floor hard with his fist. This caused the floor to crumble and allow them to fall through the hole. They were free falling as they made their way to the power core. Grey Matter however was holding onto Spider-Man's shoulder for dear life.

"Free falling through the Helicarrier is a plan?" White Tiger shouted a question at Spider-Man.

"Half a plan?" Spider-Man replied with a question and a shrug.

"At least we don't have to worry about the robots." Grey Matter spoke up. The others had to agree with her on that.

"Next stop, power core." Iron Fist said as he punched various columns in the team's way with his fist as they made their way to the power core.


In the power core, it was a warzone. S.H.I.E.L.D. agents were firing upon the main Doom Bot to keep it from destroying the power core. Unfortunately, the Doom Bot had an energy shield up and was still walking towards the agents and the core. Nick Fury continued to aggressively fire at the Doom Bot. He wasn't going to allow a bucket of bolts to destroy his base.

"That thing cannot get through," Fury said with authority. The other agents complied with this order.

Doom Bot Prime then started firing bolts of energy at the agents. It hit a few of them as he made his way to the power core. Fury kept firing until Doom Bot Prime fired a blast at him, causing him to be knocked back into a wall. The director of S.H.I.E.L.D. groaned as he looked up in horror as the Doom Bot made its way to the core. It fired upon two more agents before facing the core.

Before he could retaliate, Fury's gaze caught something from above. He heard a mighty cry as the grating on the ceiling was smashed apart by none other than Iron Fist. He was somewhat relieved that they showed up in time. He watched as the group of heroes fell through into the room.

"Power Man, now!" Spider-Man exclaimed.

Power Man complied as he grabbed both White Tiger and Iron Fist. Spider-Man then set his feet under Power Man's armpits, which the super strong teen gripped onto, and fired a strand of webbing at the ceiling. Fury watched as they swung over before landing on one of the upper grate paths. They sighed with relief as they were on solid ground.

"That actually worked," White Tiger said whose tone was actually impressed.

"Are you done patting yourselves on the back?" Fury said on their communicators.

This caused them to focus their attention below. They watched in horror as Doom Bot Prime aimed its arm cannon at the power core, which was glowing from the gathered energy.

"Regards from Victor Von Doom," Doom Bot Prime said as it was about to fire.

"I'm coming guys!" Nova's voice called out.

This caused the group to turn their attention to the right to see Nova flying in fast. Nova flew in front of the line of fire as the Doom Bot fired upon the core. The bolt of energy hit Nova, but shockingly didn't hurt him. The flying hero gritted his teeth as his body absorbed the energy bolt of Doom Bot Prime. Once it was over Nova fell to the floor, which his body gave off heat from absorbing the energy.

"Nova!" Spider-Man cried out in shock. But it didn't stop there as Grey Matter jumped off his shoulder towards Doom Bot Prime. "Gwen!"

The female Galvan landed on the floor with ease in front of Doom Bot Prime. She glared up at the bot who was giving her a similar look. There was no way she'd back down from a bucket of bolts.

"You are no threat to me, puny creature," Doom Bot Prime said. "You are not worth my time."

"Says the guy whose intellectually inferior to me," Grey Matter mocked. Anger then began to swell up in Doom copy.

"You dare question the intellect of Doom?" The bot said whose voice hinted that he was anger.

"Not question," Grey Matter replied. "I know I'm smarter than you."

"What the heck is she doing?" White Tiger whispered.

"I think she's trying to keep its focus away from the power core," Power Man replied.

"Good plan," Spider-Man said. "But what's the full plan for this?"

Doom Bot Prime then aimed its energy weapon at the female Galvan before saying, "Insolent creature, you shall know the true might of that which is Doom!"

Grey Matter smirked before replying, "I would but unfortunately for you I'd like to give a little—" She then immediately slammed the Omnitrix dial on her back, causing her to be enveloped in a flash of green light.

Her size increased to over seven feet as her skin turned black. Two golden battery-like cylinders sprouted out on each of her forearms and on either side of her hips. Then, a couple of cable-like antennas with gold electrical plugins at the end grew from her head. Her two eyes merged into one that beamed with confidence. Her body was muscled but more slender and feminine. She wore a green outfit on the middle of her upper torso similar to Diamondhead's shirt. The dial of the Omnitrix was located on the center of her chest. After the transformation was complete, she shouted out the form's name.

"Feedback!" She yelled as she briefly admired her transformation, as did her team.

"No matter how much you shift your form," Doom Bot Prime said. "You shall feel the full might of Doom."

Without warning, the bot pointed its hand at the female alien and fired a beam of red energy at her. Feedback merely smirked as she put both her antenna points out in front of her. All of a sudden, the beam of energy was immediately drawn into the golden plugs on Feedback's antennas. With ease Feedback had absorbed the energy before it could cause any damage.

Fury, the heroes and Doom Bot Prime looked in surprise at the event that had just occurred.

"What manner of sorcery is this?!" Doom Bot Prime practically shouted.

Feedback smirked at her opponent's dumbfound expression as she said and quipped, "Not sorcery. Just a little something I call 'Taking what you got and dishing it back out!'"

Feedback held up her hands and pointed the golden plugins at the tip of his fingers at Doom Bot Prime. After giving a mental command, the plugs spontaneously light up with blinding blue electricity. Feedback then fired eight bolts of azure lightning that converged midway to form one giant bolt of energy. Before Doom Bot Prime could react, the lightning bolt struck it in the torso and caused the bot to back a few feet away.

Feedback immediately then looked up at Spider-Man and the others before shouting, "Now guys!"

Spider-Man was the first to react. He fired to strands of webbing that attached itself to Doom Bot Prime's back and pulled him high into the air. White Tiger leaped into the fray as she used her claws to slice the webbing, causing Doom Bot Prime to fall to the ground face first. Power Man then rushed in, lifted up Doom Bot Prime and grappled him. Iron Fist jumped in for the finish as he punched Doom Bot Prime in the chest with his chi enveloped fist.

A bright light encompassed the room and ended just as it appeared. Doom Bot Prime was destroyed, the only thing left was its dismembered head. Spider-Man immediately caught the robot's head, slammed it down like a football and did a minor victory dance. Feedback couldn't help but giggle at the sight of the spider hero's dance.

Both Spider-Man and Feedback's attention was then focused on Nova. He was still on his knees from that ordeal with the Doom Bot, with excess heat coming off him from being hit by the bolt of energy. Both walked up to the young hero and Feedback helped him up.

"Didn't know you could absorb energy like I can," Feedback said.

"Neither did I," Nova replied.

"Wow, you rock dude." Spider-Man complimented.

"You too," Nova replied again. "Well, less than me."

The battle took a lot out of the group of six heroes. Feedback slammed the dial of the Omnitrix and in a flash of green light reverted back to Gwen 10. The heroes gathered around one another before sitting down to take a well-deserved rest. Considering what happened, they earned it. Suddenly, Spider-Man's phone rang which he answered.

"Peter Parker," Mary Jane said on the other end of the phone. "Do not hang up on me! I need to talk to Sam. I have his homework."

Spider-Man then tossed the phone to Nova before saying, "Here chief, have a party." With that said the web-swinging hero then laid on the floor in exhaustion.


Later, the team was gathered in the bridge. However, they weren't being congratulated but being scolded by Nick Fury. Gwen couldn't help but cringe at Fury's stern tone.

"If you ever pull a stunt like that again, I will personally—" Fury scolded the teen heroes. Gwen however didn't pay attention to the rest he was saying.

(I know what you all are thinking. How could I have let Spider-Man and Nova do something like this? The answer, I'm not the leader. I'm just one of the teammates that tagged along. I bet now one or all of us are going to get punished for this little stunt.)

"Does 'We're sorry' help?" Spider-Man asked. "Maybe we're reaaally sorry?"

"No," Fury replied. "Whoever started all of this step forward, you're off the team."

(I knew this was coming.)

"It was me, sir," Spider-Man said as he stepped forward

This caused Gwen's eyes to widen in shock. Spider-Man was willing to be kicked off the team for what happened today. She furrowed her brow before stepping forward as well.

"No, sir," Gwen spoke up. "It was—"

"Me," the voices of the others spoke up catching Spider-Man and Gwen 10's attention.

There they saw that the others had stepped forward as well. This shocked Spider-Man while Gwen 10 smiled.

"No, it was us," Power Man added.

Silence lasted a minute or so as Fury looked at each of them before saying with a smile, "Never again… team."

This made the entire team smile at one another.

"Oh, one more thing," Fury spoke up catching their attention before turning to Gwen 10. "I'm making you second-in-command of this team." This caused Gwen and the others eyes to widen. Fury then thumbed at Spider-Man before saying, "Make sure to keep him in check."

Gwen blinked a bit in shock as both her and Spider-Man looked at one another just as Fury walked away.

(Well… I wasn't expecting that.)

Spider-Man then turned to the others before saying, "Okay, that was cool guys. But if anyone says group hug I'll cry." Gwen couldn't help but roll her eyes and giggle at that.

"What about study group hug?" Coulson spoke up causing Spider-Man to look behind him to see Coulson standing there. "You have to make up the school work you missed today."

"Now I am going to cry," Spider-Man muttered.

The boys of the team groaned as both White Tiger and Gwen 10 looked at one another. They smiled before each held up a piece of paper which was their completed homework.

"We did our homework," The both said at the same time before giving each other a high five.

"Director Fury," Coulson said catching the director of S.H.I.E.L.D.'s attention. "I need the full power of S.H.I.E.L.D.'s legal team stat. We need to limit how much actual meat you need to legally call something meatloaf. We can save the budget, man."

Fury sighed as he placed his hand on his head as he began to walk away before saying, "Coulson, we need to talk priorities."

With the team, they were congratulating Gwen on her promotion.

"Second-in-command," Spider-Man said with a smile. "Gotta admit that's a great promotion you gotten, Gwen."

Gwen 10 smiled as a minor blush was seen on her face. "Thanks, Spidey. It's not a big deal, really."

"Yeah it is," Nova spoke up. "It means you can keep the web head in line."

"Point is," White Tiger said. "You deserve the position. Which is saying much considering Spidey is our supposed 'leader'."

Spider-Man frowned as his eyes lowered a bit. "You guys aren't going to let up on that are you?"

"Nope," Power Man simply replied with a smirk.

"Anyways," Spider-Man said. "All in all, I'd say that worked out pretty well."

"Children," The voice of Doom was heard behind them. They looked and saw Doom on the large monitor before he continued. "Let it be known that the eye of the all-powerful Doom has fallen upon you this day. I've scanned your every strength, every weakness. Cross my path again, and suffer unspeakable consequences. Also to your fellow shape shifter, I will find out the secret to your powers. Once I do, the world will truly know the name that is Doom."

The message ended and the monitor screen went back to normal. That little message Doom had sent gotten under everyone's skin on the team. Gwen however was scared mostly. If Doom ever gotten his hands on the Omnitrix, the world would know his name. She shivered at the thought of it.

"You okay?" Spider-Man asked Power Man. "You… look scared."

"That's just coz… I was!" Power Man replied. Gwen saw that Spider-Man was being held by Power Man bridal-style but in a way one reacts to fear. Spider-Man got down from the embarrassing position immediately.

"Yeah, little bit." Spider-Man said. "At least it's over."

"We're just going to let him punk us like that?" Nova spoke up. "To the transport!" With that said, Nova flew out of the room in haste.

The others groaned at Nova's stubbornness. Spider-Man then said, "I'll get him."

"We will get him," Iron Fist spoke up.

With that the others chased after the space-affiliated hero in hopes of stopping him.


In Latveria, Doom was sitting on his throne. The attack on his country from Fury's heroes-in-training angered him. They however will receive vengeance if they were to cross paths again. One of the heroes, however, intrigued the villain. Gwen 10 was the most unusual of the team. Her ability to transform into various creatures also granted her other various abilities as well. He must know the secret to this power.

He pressed a button on his throne which allowed a monitor to lower down in front of him. There the video showed a man on the other end of the screen. He wore a gold-colored mask which hid his face. On it was a grey-blue pointed crown, and the rest was covered by a hood. On his chest he wore a burgundy surcoat with a symbol of a checkered shield above crossbones. In the shield was a symbol of infinity on it. The man also wore grey-blue armor on his shoulders, legs and arms.

"Ah, Lord Doom," The man said calmly to the ruler of Latveria. "What do I owe the pleasure of this call?"

"Enoch, Doom requires the assistance of the Forever Knights," Doom replied. "On a matter fitted to your group's… expertise." Doom pressed a button allowing an image of Gwen 10's various forms to be shown to Enoch. "I have encountered a hero amongst Fury's quarry who can shift her form to these various creatures. I trust you've encountered beings such as these?"

Enoch looked over the various pictures before replying, "Indeed, Lord Doom. The creatures you see are none other than aliens. How it's possible that a human is able to shift into them clearly shows she has acquired powerful alien technology."

"Which is why Doom has contacted you," Doom said. "I want you to track down this Gwen 10 and acquire the device she uses to transform. It is to be brought to me. Do this, and the Forever Knights will be given refuge here on the sovereign ground of Latveria."

Enoch bowed a bit before replying, "It shall be done, me lord."

"Fail or go against me," Doom added. "And the Forever Knights will forever be a memory."

With that the video call ended, with Doom continuing to sit on his throne.


That's the end of that chapter. I hope you all enjoyed it! Make sure to keep an eye out for any grammatical errors and inform me about them for me to correct. Till next time true believers!

Next Chapter: New York B.C.-ity