Girl-of-Action- I do not own Danny Phantom or Marvel and I never will.

Quick author's note regarding ages.

Wanda Maximoff / Scarlet Witch- 18

Danny Fenton / Phantom- 17

Peter Parker / Spider-Man- 15


Unlike Vision's power, both the sight and feel of the Scarlet Witch's soothes the young halfa. It reminds him of red ectoplasm, only a bit wispier… Danny shakily stands up, gaining strength as he does. Halfas and ghosts in general have a remarkable talent in regeneration, one that is passively being put to very good use now.

"Thanks," Danny rasps. Scarlet gives a curt nod.

"Let me handle him for awhile," she says, then suggests. "Last I saw, Falcon and the Winter Soldier needed some serious help with that 'Spider-Man'."

"Gotcha," Danny returns appreciatively, flying high up into the air to gain perspective. Not too far away Danny sees Ant-Man facing off against the War Machine if the War Machine's frantic smacking of one hand against his other anything to go by. By the looks of War Machine's already heavily battered appearance, this was who the Scarlet Witch was facing before Ant-Man traded off with her. She sure did a number on that guy… Ant Man jeers at the War Machine, calling him 'Sparky', and sure enough the War Machine sparks from the damage already done to his suit. The familiar style banter brings a smile to Danny's face. Danny is liking his new friends more and more...

A loud crash from the main airport building garners the ghost boy's attention. With his excellent eyesight, he immediately sees the Winter Soldier falling from a third story window. Without any hesitation, he darts down to save the Soldier from an especially harsh but nonlethal (for him) fall. Grabbing the man's normal hand, Danny transfers his power of flight to the soldier as well, and a moment later they are both floating weightlessly. The Soldier blinks, expression closed off even now. True to Danny's nature, the ghost offers a cheerful smile. "Gotta say, flying's a real blast, but only the good kind when ya got powers or wings."

One of the Winter Soldier's cheek muscles twitches. "We should get back," he informs quietly at the distant sounds of battle and Falcon's alarmed shout.

Danny clears his throat awkwardly. "Right." He flies up with his new companion to the window he was thrown out of. Glass is everywhere, but underneath the Winter Soldier's combat boots it should not be a problem. Danny sets him down, just in time to see-

Absolutely nothing. The inside of the building is a mess, of course. Line dividers lay ripped, desks cracked, magazine stands toppled, but no sign of either Falcon or that 'Spider-Man.' Danny and the Winter Soldier share a look before walking further inside cautiously. Broken glass crunches underneath the Winter Soldier's boots, but otherwise there is no other sound- "MPH!" Danny tenses, a strange muffled noise barely being picked up by his enhanced hearing. Slowly, he looks up. Up far above, shrouded in complete darkness, is an alarmed Falcon cocooned in what appears to be webbing and with only part of his face showing. Next to him, sticking against the wall, is (surprise surprise) Spider-Man. Spider-Man doesn't react to his discovery, probably thinking that Danny can't see him in the pitch black darkness high above.

Danny casually looks back down as if he hadn't seen a thing, mind whirling. Should he tell the Winter Soldier? Would Spider-Man be able to hear him? Seems like it's time for some fancy footwork… "This place is huge. Maybe we should split up?" Danny casually suggests, trying to gain the Winter Soldier's attention.

"No," is the short, clipped reply. Danny blinks. His companion hadn't even looked back.

Danny flies in front of the Winter Soldier, who frowns at him for blocking his path. "Look, if anything happens I'll be back before you know it. Just give me a holler." Although Danny's tone is at ease, his eyes quickly flicker upwards until the soldier gets the idea. The Winter Soldier pauses, thrown off by the odd behavior, then slightly nods in understanding.

"Fine then." The dark-haired man agrees, being sure to keep his eyes trained straight ahead, as to not give away his newfound knowledge.

Without another word, Danny flies away, quickly rounding a corner and disappearing from view. The Winter Soldier continues his slow, cautious march forward. He has a gun on him, but instead of taking it out he picks up a broken metal line divider stand. He's had enough killing, and only wants to keep Spider-Man at bay until Phantom pulls off whatever he is planning. Spider-Man meanwhile quietly scales down the wall he is on, deciding this is his chance to divide and conquer...

"SURPRISE!"

"HOLY SHIT!" And suddenly Spider-Man is falling, having been yelled at by a disembodied voice and sucker punched by a fist that came through the wall. Below him the Winter Soldier readies his makeshift bat, ready to hit a home run so to speak as soon the spider gets close enough. Yet, it isn't to be. Phasing his body out of the wall is Phantom, smiling smugly and not expecting a very fast and strong strand of web to catch him by the chest. He is yanked down too. Danny gives an undignified yelp and finds himself being thrown against the Winter Soldier, who barely holds back from knocking his lights out. Spider-Man lands on his feet a second later.

Face burning green from having his plan backfire on him, Danny raises a hand and immediately releases a barrage of ectoblasts, not even bothering yet to roll out of his awkward position ontop of the Winter Soldier. Not expecting an attack so soon, or to be attacked by neon green balls of light at all, Spider-Man manages to avoid two before a third catches him on the shoulder. It melts his suit there, leaving a nasty burn mark on his shoulder. Spider-Man hisses, flailing his hands some, but there isn't much he can do besides deal with the pain. "Hot, hot, hot-" he chants underneath his breath.

The Winter Soldier shoves Danny off of him and Phantom rolls to his feet. Immediately, Danny falls into familiar, comfortable banter. "What's wrong, Spidey? Can't take the heat?"

"What wrong, Casper? Still sore from that graceful landing?" Spider-Man quips back.

Danny's lips quirk upward, despite himself. Ignoring that comeback, Danny goes on. "Maybe I should cool you off." This time Spider-Man is ready, and easily dodges the-

"Snowball? Did you just throw a snowball at me?"

Danny smiles innocently. "Would you like me to throw this at you instead?" He raises a hand, a spear of ice forming above it.

Spider-Man balks. "Uh, no thanks."

"Then don't complain," Danny chides cheerfully, letting archaic-looking and sharp spear fall to his feet. The Winter Soldier, in all of his wonderful expressiveness, barely twitches a cheek muscle at the sudden appearance of an ice spear. He bends down to scoop up the discarded weapon without a word. Danny momentarily gives his ally a funny look. Guess it beats the line divider stand he was using, Danny reasons.

Distracted, Danny barely has enough time to raise a shield and block an incoming spider web. With a twist of his hand, Danny sends the ectoplasmic shield moving quickly toward Spider-Man. With barely a thought the Spider shoots some webbing against the tall wall to his right and pulls himself up, out of the way of the incoming supernatural energy. "What happened to snowballs?" Spider-Man complains teasingly.

Real laughter slips out before Danny can put a lid on it. "Didn't I just say not to complain?"

"MPH!" Comes a distant noise as Danny and Spider-Man begins to charge each other. What-? Oh, shoot! Forgot Falcon, the ghostly hero thinks embarrassedly and sympathetically. Poor guy. Right when Danny and Spider-Man are about to collide and the latter is all pumped up for returning the favor of a sore jaw, Danny disappears. Spider-Man comes to an abrupt halt, searching fruitlessly for his opponent. He doesn't have long to look before he is charged instead by the Winter Soldier, brandishing his new ice spear.

At the same time, Danny is invisibly pulling Falcon free from his spot on the ceiling with the help of intangibility. Falcon struggles in his hold for a second before realising who it is. Danny quickly sets Falcon down. "Damn. I'm going to have this taste in my mouth for weeks, I just know it," Falcon mutters in a disgusted tone.

"You're welcome," Danny reminds, amused.

"Thanks, Danny," Falcon returns with a small smile.

"I'm going after Spider-Man. Can you and Winter Wonder-Man over there go help Agent Barton? Last I saw him, he was taking on both Black Widow and Cat-Man."

Falcon guffaws briefly at the nicknames, but quickly agrees. "Sounds good."

"Cool."

Danny flies back into the fray. Thirty seconds later the brawling pair don't even notice when Falcon and the Winter Soldier sneak out of the ruined building. The teen combatants are too busy firing their respective attacks while weaving and bobbing to avoid their opponent's. Frustratingly enough, it seems they have the same exact battle style, one relying on primarily speed for defense and mainly ranged attacks for offense. This is not to say they're even in all aspects though- not even close. The one time they get in close quarters, both Spider-Man and Danny quickly discovers something. While their adapted hand-to-hand combat forms are on par (with maybe the edge to Spider-Man), Danny surpasses his opponent in terms of strength by far.

After this, Danny attempts to close the distance between them, but Spider-Man has learned his lesson and avoids being cornered within the crumbling building around them. Danny suspects that when it comes to terms of raw speed, he is also superior, but when it comes to making swift directional changes, the spider has him beat. Another thing, weirdly enough, Danny swears that the other boy knows Danny's next move before even he does. This is more than just a honed battle sense. This is something else altogether. Spider-Man's new strategy seems to be to wear Danny down, unable to stop the other teen with his webs alone thanks to intangibility. Unfortunately for Spider-Man, the only chance of exhausting Danny is if he uses his ghostly wail, and the ghost boy is nowhere near being that desperate.

Out of all of this though, one thing is certain- This is a vocal fight, if nothing else. Neither combatant can seem to keep their mouth shut, firing off banter as much as they fire off their respective attacks.

"Somebody call an exterminator?" Danny taunts eagerly.

"Somebody call a ghostbuster?" Spider-Man returns easily.

"Dude, stop copying me."

"You're just upset that I'm using your taunts against you, gramps."

"Gramps?! White hair does not mean I'm old."

"Why so upset? I thought age doesn't matter if you're dead?"

"... Touche. You know, you're almost cool."

"Almost?"

"Your suit is a bit of an eyesore. Do red and blue spiders even exist?"

"They do, actually, and your suit isn't an eyesore? Hey, what's black, white and green all over?"

"A kick-ass superhero?"

"I was thinking more 'puking zebra'."

"Oh, haha." Danny says sarcastically, a sly smirk on his own face. Time for some payback for that little quip. The half-ghost goes invisible and intangible, working on a new tactic. Invisibility alone doesn't seem to phase Spider-Man in the least, and he still always seems to know exactly where Danny is coming from... but can the same be said with intangibility? Past experience with the retrieving captain's shield and the surprise attack from the wall would say 'no'. Danny gets in close before reverting to tangibility and throwing a few punches. Much to his satisfaction, he's actually able to get in few good hits, one of which sends Spider-Man sprawling to the floor. He's on his feet a split second later, though.

Danny speaks up thoughtfully. "You know, I think I'll call you Cockroach-boy. You just don't know when to stay down," is his comment after Spider-man springs up from another surprise attack.

"Actually, I'll take that as compliment. It's called 'perseverance'."

"Really? I call it, 'the delay of the inevitable'." If Danny was in less pressing circumstances, he could honestly and wholeheartedly say that their fight is… well, fun. But Danny isn't in less pressing circumstances, and this fight has gone for too long as it is. From the sounds of his teammates' somewhat nervous chatter through his earpiece, they agree.

I need to find a way to end this…

But how to do it without reducing his new frenemy to a bloody corpse?


Spider-Man lands near silently behind the Black Widow, but she whirls around in a battle stance just the same. She only relaxes fractionally when she realises who it is. At her feet lays a knocked out Agent Barton, a bump on his head and a bit of blood dripping onto the concrete. "It's you. Where have you been?" She asks, eyebrows quirking upward.

Spider-Man plays it cool. "Sorry, got held up inside facing off against Casper."

"You won, then."

"Er, not exactly. I guess he just got bored of me. Went invisible and haven't seen him since."

Black Widow frowns deeply. "That's not good. Phantom could be anywhere."

"Yeah, well… Until he turns up again, where am I needed?" Spider-Man looks around. Not to far away Black Panther is fighting against the Winter Soldier and Falcon and the former isn't doing half bad. Ant-Man is further off, having actually managed to finish off the War Machine, but appears exhausted. He is bent over himself, breathing hard. It looks like he may have cracked or broken a few ribs by the way he is holding himself, in fact. War Machine had not gone down easily. Spider-Man frowns underneath his mask.

"I am about to help Black Panther, and Iron Man and Vision are fine on their own for now. Deal with the man who took down War Machine and be sure to keep an eye out for Phantom. After that, you decide."

"Gotcha." Spider-Man nods, turning around and taking a few steps towards Ant-Man, before unexpectedly whirling back and sending a web towards Black Widow.

Or maybe not so unexpectedly.

Pulling a combat knife out of seemingly nowhere, Black Widow throws herself out of the way of the worst for it. She bats off the few, weak strands that stray too close for comfort. She narrows her eyes dangerously. "I knew it."

Spider-Man, or more accurately Danny Phantom overshadowing Spider-Man, gulps. This lady… The way she looks. The way she looks at him when he's in ghost form... Her obvious martial arts skills and habit of pulling dangerous weapons out of seemingly nowhere… If her outfit was teal blue instead of black, she could be a younger version of mom, Danny thinks with no little amount of fear. He knows very well how dangerous and effective someone like his mother can be, even as a mere human.

Get ahold of yourself, Phantom. She's not a ghost huntress! She probably doesn't even have a basic ecto-wrist-ray on her!

Distracted somewhat by his inner pep talk, it is only Spider-Man's amazing sixth sense and reflexes that saves Danny from Black Widow's first attack, but she doesn't stop there. Undeterred, Black Widow keeps at it, for some reason trying to get close. Spider-Man picks this wonderful moment to attempt to come back to is taken aback by this, even fearful. It is bad enough Danny had to use this power to end their fight quickly… The ghostly hero doesn't want Spider-Man to also have to deal with the terror of being locked away in one's own body, conscious all the while. Never before has anyone besides his best friend Tucker (who has had plenty of practice) been even semi-awake while Danny is overshadowing.

Meanwhile, Danny has to deal with a very pissed off, highly trained agent. He leaps away from Black Widow onto a truck behind him and fires off some webbing-string-thingys at the woman below, hoping to get some breathing room. Danny considers leaving his... host, but quickly pushes aside the thought. If he does that, Spider-man would just come at him again (this time with a real vengeance). No. At least this way, the agent (might) go a bit easier on her ghostly opponent than she would otherwise. For now, the pros of overshadowing outweigh the cons. For now.

But boy is Spider-man's vision is trippy! If Danny weren't used to changing the intensity of his senses in a flash (from the limitations of a mere human to that of an enhanced ghost), he wouldn't be able to handle walking in a straight line, much less fighting anyone. Spider-Man's senses are far, far more detailed than Danny's could ever be. As it is though, Spider-Man's reflexes, sixth sense and other abilities backed up by all the powers of a level eight ghost makes this team a true force to be reckoned with… Even if one of the said team's participants is less than willing.

Black Widow knows this, knows how vastly outmatched she is, knows that for the time being she has no backup... And at the same time, knows that there is no way she is just going to give up.

Plus, she has a plan, and fully intends to follow through.


Girl-of-Action- Ok! So here's the record so far…

Vision vs Danny Phantom = Vision wins

Spider-man vs Danny Phantom = Danny Phantom wins

And now~

Black Widow vs Spider-Man (sorta) + Danny Phantom = ?


~OMAKE~

"You shouldn't have come out of retirement," Black Widow informs with a sigh, expertly pinning down Hawkeye to the unforgiving concrete beneath. Black Panther stands behind her with arms crossed, seeming impatient.

"The only thing I shouldn't have done is dodged right instead of left." Hawkeye rebuts resolutely, staring defiantly into his friend's harsh gaze.

Black Widow sighs again. "I really don't want to make a habit of knocking you out, Clint, but you're not giving me much of a choice." And with that she raises a fisted hand- only to quickly roll away from a sharp, pointed object. It manages to give her a nasty cut before she gets out of reach.

Black Widow and Black Panther reflexively fall into battle stances, only to freeze in astonishment at the weapon the newcomer carries. "Where did you get an ice spear?" Black Widow is first to blurt out what they are all thinking as Clint quickly jumps to his feet.

"... the airport gift shop." This is said with the straightest of poker faces. The other three combatants stare openly between the stoic Winter Soldier and the impressively crafted spear in his hands. There is no signs of melting, and they can all tell that it is incredibly sharp.

"..."

"..."

"..."

Clint clears his throat after a long, silent moment. "... And you didn't think to get me one because...?"


Girl-of-Action- Bucky doesn't want to inform his enemies of Danny's power of creating ice weapons out of nowhere, so he gives an excuse instead! Of course, Bucky could have chosen to say nothing and continue his offense (as he most likely would have done), but where's the fun in that? I'm not good at humor, and I might be the only one who finds this amusing, but here it is. X3

Speaking of humor, I hope I did well with Spidey's and Phantom's banter! What do you guys think?

Quick response to the guest reviewer called "birdy". I post whenever the stars called "inspiration" and "free time" align, but thanks for the encouragement and reading all the same~

Special thanks to the White Titan for betaing this chapter!

Hope you all enjoyed and thanks for reading!