Disclaimer: I don't own Spidey or Danny but if I did it would be sweet!


((Room 102, Kaufman Hall))

Peter sat on his bed, watching curiously as Danny tossed one strange object over his shoulder after another. Danny was seated on the floor, a large black trunk with a "No Ghost" sticker on it sat in front of him (think Ghostbuster's logo only with a Jack Fenton Ghost doodle).

"Uhm, Danny…what are you looking for? And what is all this," Peter asked as he dodged a metallic boomerang. Peter blinked as it circled back and nailed Danny in the back of the head causing Danny to shout in pain and rub the large bump on his head, "On second though…do I really want to know?"

Danny picked up the boomerang and shoved it back in the truck and glanced over his shoulder at Peter, "Well…this is a trunk of some of my dad's more competent ghost hunting equipment. Like I said earlier I snuck it out just in case of emergencies. I usually don't need this stuff but sometimes Sam and Tucker like to help me and it comes in handy. Course with your powers these weapons will probably be twice as effective so I'm looking for something that's compatible with your powers."

"Wait…Sam and Tucker, those two from earlier at the Nasty Burger? They know you have super powers," Peter asked.

Danny blinked in surprise, "Uhm…yeah. Don't you have anyone that knows about your secret identity or helps you out?"

Peter looked to the ground, "No. Someone found out once but it ended badly for all my loved ones. If they know they get hurt."

Danny was silent. He knew he'd said something wrong and wondered briefly what had happened to cause Peter not to trust anyone…not even his own friends. He realized he'd better change the subject, "There's bound to be something in here that will suit you. It can't all be junk."

Peter sat up, he had time to dwell on his past later, "So what do you have in there that might help me a bit against these ghosts?"

Danny dug a bit deeper into the trunk and then sat back, holding a pair of thin black gloves, "Well we have the Fenton Ghouloves," he said rolling his eyes at the name. "Their based off of my dad's Ghost Gauntlets except their lighter, smaller, and easier to take off. But they still pack the same punch and they enable the wearer to capture ghosts."

Danny handed them to Peter who smirked, "So I can hit them now. It's a start."

Danny nodded, "There's also some boots to go with it…the Fenton Boo-oots." Danny handed the pair of boots to Peter who set them aside as well.

"What's up with the name?"

Danny rummaged through the trunk, "My dad has a few problems and let's leave it at that."

"I don't suppose you have anything in there that would enable my webbing to hold on to them, do you?"

Danny bit his lip in thought then an idea seemed to hit him as he dug through the trunk at an even faster rate, "I've got it!" Danny emerged after a few minutes with a tube of what looked like regular suntan lotion in a green bottle. "This is the Anti-Intangibility Cream. I'm thinking maybe you could put some over…well wherever you shoot your webbing from and it should coat your webs with it."

"I guess that could work. Is this cream that effective?"

"Are you kidding! My dad accidentally squirted me with some after he had created it and then for the rest of the week I couldn't phase through anything!" Danny sighed and scratched his head, "Made fighting ghosts very difficult as a matter of fact."

"That's promising," Peter said as he took the bottle from Danny. "Now we just need to test it," he said glancing at his new partner.

Danny sighed and shut the trunk, "I'm not going to like this am I?"

((Secret Lab, OsCorp Basement, NYC, NY))

Vlad stepped out of the elevator and into a spacious room that was about as large as a warehouse. There were numerous computers and other devices scattered about and Vlad could see a perfect place to put his ghost portal. Harry walked up behind him, a scowl on his face, "Well here's your lab. The security for it is top notch and as of now only you, me, and the five scientists you asked for have access to it."

Vlad smiled as he turned back to Harry, "Excellent. Who did you get as the scientists?"

Harry pulled out a clipboard and began to read the names off the list, "I asked Dr. Souichi Tomoe a man from Japan who specializes in genetic research and Dr. Chitose Hibiya, also from Japan, who specializes in robotics and technology. Dr. Jules Brown, an American who specializes in physics and genetic mutation. Dr. Russell Tringham, a German scientist who specializes in both Biology and Chemistry. And lastly Dr. Otto Octavius, an American specialist in atomic physics and nuclear physics along with robotics, he is to be the head scientist for your projects since he has the most credentials."

Vlad took the clipboard from Harry and began to flip through the files of the different scientists that would be coming to work for him, he had heard of all of them and he had even attended a few of their lectures at one point or another. "Excellent. When shall they be arriving?"

"Considering I just contacted all of them an hour ago I would say in a few days or so," Harry muttered. "Just what are you planning that you would need all these people?"

Vlad wagged his finger at Harry, "No, no Mr. Osborne…what was one of our agreements…you don't ask me about any of my projects. Alright?"

Harry sighed and went for the elevator, "I also called the shipping company like you wanted and they'll be delivering your equipment soon. Just make sure you hold up your end of the deal and capture Spiderman!"

Vlad nodded and turned back to his laboratory as the elevator doors shut. Five scientists coming to help him take care of Danny Phantom and Spiderman, the only thing better would be if he could have gotten Maddie in on the project, 'But alas…I can't have everything can I,' he thought as he set a picture of Maddie on his desk.

Vlad turned to his computer and accessed a secret program. If he was going to keep Danny off of his back about his merger with OsCorp he was going to have to keep the boy occupied. He typed rapidly on the computer and then hit enter. He smiled as the message was sent, 'If I'm lucky it will also distract that Spiderman and I can work in peace.'

((The Next Morning; Hartman State University Campus))

Danny pulled on a white tee-shirt over his messy black hair and quickly tied his shoes and pulled the cuffs of his blue jeans down. He was quiet as he slipped out of the room that morning; slipping on a red over shirt and leaving it un-buttoned as he walked out of his dorm.

Danny made his way to the Student Center where he paid for a cup of coffee at the campus's local café. He glanced at the clock hanging behind the counter and sighed, 'I now regret signing up for an early morning class…waking up at seven o'clock is not fun when you really don't have to,' he thought. Danny ached all over after his brief test fight with Spiderman. Luckily all the devices he had picked out worked but the two hadn't gotten to bed until near one in the morning.

Danny sat down; he still had a good thirty minutes before his first class and wondered briefly what his family was doing. 'I'm going to have to make a run down their soon and see if I can snag my dad's Porta-portal,' he thought, sipping his coffee.

"Hey Danny."

Danny looked up to find Sam walking up to him, a paper cup of coffee in her hands. She was wearing a black long sleeve shirt that accented her curves and an ankle length purple skirt that fringed at the bottom around her black boots. Her hair was all down at the moment and fell around her face nicely, hiding the simple silver hoop earrings she wore, "You're up early," she said as she sat down.

"I told you I had an early morning class…plus I had a bit of trouble sleeping last night," Danny said.

"Oh. Does Peter snore?"

Danny opened his mouth to explain what he had been doing but then realized he couldn't go spilling Peter's secret. He remembered how uneasy Peter felt when Danny brought up the subject of telling other people. Even though he knew Sam and Tucker could be trusted Danny understood that Peter wouldn't want him telling his secret for him, "Not really I just had a lot on my mind," Danny said sipping his coffee.

Sam frowned; she could tell Danny was hiding something. She also knew that Danny would probably tell her with time, 'It just better not be anything important,' she thought.

"You okay Sam," Danny asked noticing she seemed a bit angry.

Sam shook her head, "No I'm good. So, what class do you have so early in the morning?"

Danny sighed, "Chemistry. You?"

"Philosophy," Sam glanced at her watch, "Speaking of which I better go. Want to meet up for lunch later?"

Danny nodded, "Sure."

Sam turned to leave when Danny's ghost sense went off. He stood up and grabbed Sam, pulling her back just as a large glowing ax chopped where Sam had been. Sam gasped as a large executioner looking ghost materialized around the ax. As soon as he appeared the students who were there broke into a panic and began running.

Danny's eyes narrowed as he pulled Sam after him, "Come on!"

They ran but the ghost had picked up its ax and was chasing after them. "Danny he's behind us," Sam shouted.

Danny took a quick turn down a hallway and found it to be empty so he phased himself and Sam into an empty closet. Sam sighed in relief, "Better go take care of that thing before it hurts anyone."

"I would as soon as you let go of my hand," he whispered, his ear pressed to the door listening for the ghost. Sam blushed and released his hand and Danny quickly turned into Danny Phantom. Suddenly the door to the closet was ripped open and the large ghost loomed before him.

"Back off!" Danny shouted blasting the ghost. It crashed into the adjacent wall as Danny flew out of the closet ready to fight.

"Danny! Be careful you're going to tear down the building."

Distracted by Sam's shout Danny didn't see the ax coming until it was too late. Danny turned back in time to see the ax coming down straight for his head. He closed his eyes bracing for impact but nothing came. Danny opened one eye to see that the ax was tangled up in some webbing that held it to the ceiling. Crouched on the ceiling was none other than Spiderman, "How many times do I have to save you Phantom?"

Danny shrugged and Sam ran out of the closet, "Are you alright Danny!" She then realized that Spiderman was above them and gasped, "Holy crap its Spiderman!"

Peter smirked under his mask, "Nice to meet you too. Now if you don't mind Phantom and I have a little bit of a problem to take care of."

The executioner ghost had by now freed his ax and swung it at Danny again. Danny grabbed Sam and phased them through the floor. He then reemerged behind the large ghost and blasted it down the hall. Spiderman jumped down to the floor and shot more webbing at the ghost, pinning it to a wall.

The ghost struggled against the webbing but since it was coated with anti-intangibility cream it couldn't phase out. Danny pulled out his thermos and sucked the ghost into its confines before the ghost realized it could simply phase through the wall behind it. Danny closed the top and turned to Spiderman, "Mind taking this back?"

Spiderman nodded, taking the thermos, and headed for a place to change back to Peter. Danny transformed back to his human self and headed off to find Sam. He caught her coming up the stairs and she freaked, "Where's Spiderman? Where's the ghost?"

Danny blinked, "He…uh…he left. Don't worry we took care of the ghost though."

Sam sighed in relief, "That's good." Her face then grew concerned, "But didn't that attack seem really random to you?"

"Not really. More like he was just after us. If it was random he would have attacked the campus in general."

"Do you think it's Vlad?"

Danny scowled, "There's no doubt in my mind that it's Vlad. I just wish I knew what he was up to."

Sam nodded and then looked at her watch, "Uh-oh,"

"What?"

"It's Seven Twenty-Nine."

Danny cursed, "I'M GOING TO BE LATE FOR CLASS!"

Sam watched as he took off at a run and shook her head, 'Danny you're such a spaz,' she thought. As she watched Danny run to class her thoughts drifted briefly to Spiderman, 'I wonder how he knew there was an attack? Maybe…maybe he's someone on this campus!'

To Be Continued


AN: Well I'm sorry for such the long delay but I did finally update. I got the inspiration after I had the idea to do a futuristic story based on this crossover and my story The Once and Future Phantom. I'm not going to reveal details at the moment because in order to do it I would have to finish up this fic, the sequel for this fic (after the ending I have planned of course I'm going to have to do a sequel or you rabid fans will kill me) and finish TOFP. So a lot of work to do…but in actuality not really considering TOFP is nearly finished. On that note I hope you all had a good laugh at the scientists I picked out. If you don't get the references just don't worry about it because they really don't have anything to do with anything except I'm tired and can't come up with any original names or anything here's where they come from though:

Dr. Souichi Tomoe is from Sailor Moon and is the main villain in the S season. He had a daughter who is also Sailor Saturn and is a mad scientist who experiments (in the manga) with genetic mutation. At this point I'm not sure if this Tomoe is cured of his insanity due to the enemy inside him or not but for simplicity sake we're going to say that this is an AU Tomoe and that the events in SM are null and void.

Dr. Chitose Hibiya is from Chobits and is the partial creator of the persocoms. Of course in this reality she hasn't created the persocoms and I'm merely going to use her name and appearance.

Dr. Jules Brown is from the Back to the Future trilogy and more specifically the third one. He's Dr. Emmet Brown's son (the oldest according to Wikipedia) and in this fic is of course older than just 9 (as he is in the movie I think). I'm not going to say whether the events in Back to the Future happened or not and will leave that to your imagination.

Dr. Russell Tringham is from Full Metal Alchemist. This is probably the most AU character since, being from FMA; he would be in a different world entirely. For my fics sake he's going to be a young guy (early 30's) who merely looks like an older Russell.

And if I have to explain Dr. Otto I will kill you. Just so you know though I'm mostly going to be pulling Otto stuff from the movie version.

Now that that's explained please review my fic and then wait another few months for the update (just kidding about that last part…I hope)!