Disclaimer: I don't own Naruto or Ultimate Spider-Man.

A/N: OK, I had planned for a 3 Ch. update for both this story and Naruto: Earth's Mightiest Ninja as a tribute to Steve Ditko but one beta is really busy at the moment but this Ch was beta'd before so I thought I'd go ahead and update seeing as it'll probably be awhile before the others are ready. I'll still do the 3 Ch update after this though so don't worry about that.

Oh and for using the other shows, I'll wait until season 2 starts as continuity wise that's when the other shows starts. (Avengers Assemble came out with season 2 Episode 10.)

Also slight spoiling on the pairings so skip to the Ch if you don't want to be spoiled on anything.

SPOLER:

We decided on waiting until season 2 before having the pairings start so sorry if you were looking forward for them to get together soon.

SPOILER OVER:

Beta: Jebest4781, Chaos-PSD, Arkham Knight22 and Ryan L. Spradling.

Chapter III: Doomed!

Last Time.

"Ava Ayala. Think about it."

Peter blinked as them in their costumes came to mind. "Huh?"

"I told Fury they needed downtime and to be with other kids their own age. And away from S.H.I.E.L.D."

Peter looked to see Naruto walk up to them, then up to Ava. "Wow, I knew you were pretty, but I didn't you were drop dead gorgeous."

Ava blushed and avoided his gaze as Peter excused himself and ran down the hall.

"I got to go and talk to a guy!"

"He's going to see about getting a transfer, but Nick already put Coulson undercover as the principal since we're going here." Naruto said as he walk with the team to class.

Now.

Midtown High, Lunch.

Naruto was carrying two trays of lunch before walking to where Peter was arguing with Sam who was sitting at his table. Naruto rolled his eyes as Peter pulled Sam away as Ava and Danny sat down at the table.

He then dropped a tray in front of Ava as he sat in between her and Mary Jane.

"A rose for the pretty lady." Naruto said putting a rose he pulled from behind his back onto Ava's trey beside the food getting her to blush.

"Oh, I'm not pretty?" Mary Jane asked the blonde who picked up another rose for her.

"Of course you are." Naruto said as Mary Jane yanked the rose out of his hand. 'But I just had it because I know you would get jealous.' He thought picking an apple up.

"What's the deal with Peter and the new kid, Sam?" Mary Jane asked her friend who took a bite of his apple.

"Got off on the wrong foot. Peter asked for Sam's help and Sam is one of those kids whose more worried about looking cool than helping someone who isn't." Naruto said looking between the different tables that had jocks, and another that had bored-looking teens with skateboards.

SPLAT!

Naruto looked to the doors to see pink paint cover the windows before Coulson, covered in paint and wearing a suit walked in.

"Uzumaki! Detention!"

Later, Detention Room.

Naruto whistled as he walked in and saw the Team was inside sitting down as Coulson walked inside behind him. Naruto went to the back row and sat beside Luke as Coulson spoke up.

"Great role-playing guys."

Peter, who was banging his head on the desk at getting detention, looked up and behind to see the others as he sat beside Sam.

"Oh, this was just to get us all together for a secret S.H.I.E.L.D. thing. I thought it was serious."

"Define 'serious'." Coulson said hitting a button under the desk he was standing at.

Suddenly, the seats folded down having the teens fall through a hole that opened up.

"Whoa!"

Shinobi landed in a large seat that had a jet engine behind it in a tunnel with the S.H.I.E.L.D. logo on the dead end.

"What the hell? I didn't have my suit on when I got here-Holy shit!"

Naruto yelled as he was send back against the seat as it sped forward through the tunnel. A few minutes later, Naruto saw a door open up before going through it to a large room and flew out of the seat as it hit the stopper. He flipped forward, and landed in a crouch as he slid forward several feet and stood back up.

"Ta-Da!"

Naruto looked to see White Tiger land on her feet as the others landed in a pile in front of the seats arguing with each other.

"(Sigh) Boys." Tiger sighed as she walked to a window to see that they were under the water as fish swam by. "Where are we?"

"Attention! All S.H.I.E.L.D personnel prepare to surface."

The room shook as they floated up to the surface and into the air, revealing they're on the Heli-Carrier.

"The Helicarrier? I love this job!" Tiger exclaimed as they went high up over the city.

"I don't know what your problem is Webs, but if you wanna throw down let's get it over with."

Naruto looked to see Nova was fighting with Spider-Man as he flew in the air.

"In a feisty mood? Outstanding. The Court is where you'll learn to precisely to focus that aggression." Fury sai as he appeared on a large screen on the wall.

"Court? As in B-Ball?"

"Court as in you'll be judged, harshly." He finished as robots and weapons came out of the floor and walls.

Nova and Spider-Man glared at each other as Naruto spoke.

"Alright Team! The mission: Get across the room without triggering an alarm. Fastest time wins a..." Naruto stopped as Nova and Spider-Man attacked each robot, tying with how many each destroyed. "… Prize. (Sigh) Guys, the object was to get across the room quietly. If you weren't trying to burn a hole in the other's head you would have heard that."

"Naruto was going to send you out in the field today. But until you can start working together, you're grounded." Fury said glaring down at the two who destroyed the equipment.

"That's not fair! It was Dork 1 and Dork 2!" White Tiger yelled out pointing a clawed thumb at the two heroes responsible.

"We're a team, White Tiger. Not only do we succeed as one. But we fail as a team." Naruto said as a robot with cleaning equipment rolled in.

Later, Power Man threw the last pile of broken equipment on a larger pile as the others swept.

"'Be the best hero you can be'. 'Work with professionals'. I'm pushing a broom because of you two!" White Tiger yelled sweeping at Spider-Man and Nova as the others cleaned a section of the room.

"A tornado becomes a gentle breeze only as temperatures cool down." Iron Fist said clapping his hands together.

"Yeah, he does that." Power Man said as Naruto put his broom away.

"He means cooler heads prevail." Naruto said as Nova melted the junk having it go through a grated panel to be recycled.

"Let's just finish so we can prove what we got to Fury and Shinobi." Power Man said as Spider-Man dropped down from the wall.

"You're the rookies, I've been catching baddies for over a year now. Batroc, Melter, Toad, Whirlwind, the Frightful Four. And that's counting all four."

"That's it! Spider-Man you're a geni… You gave me an idea." Tiger exclaimed walking to a computer to bring up S.H.I.E.L.D.'S Most Wanted List.

"S.H.I.E.L.D.'S Most Wanted. We bring in any of these villains..." She trailed off as the others walked over.

"Instant respect." Power Man said crossing his arms as a picture of a woman with quills came up.

'Lady Porcupine.'

"Lady Porcupine? Yawn. Nova, why don't you take this one? Bring a band-aid." Spider-Man said as Nova walked up and brought up a picture of a man.

He is a tall man, with brown eyes. His most notable feature is the Vibranium armor he's wearing to cover his face and his whole body except the eyes. Over his armor he has green clothing with a green hood over his face which it is attached with yellow clasps on the chest. He has a brown belt with a yellow clasp around his waist.

This is Victor von Doom AKA Dr. Doom. He is a super-villain and ruler of the nation Latveria. He is also the archenemy of the Fantastic Four.

"What the hell is wrong with you?! He has Diplomatic Immunity and he is in his home country… That he's the ruler of!" Naruto yelled walking over to start typing. "But I'll agree that sometimes you need to show what you can do so let's aim a little lower, say under the top 20… And you're already gone." He finished looking back to see an empty room.

"(Sigh) Even Tiger? I thought she was better than that." Naruto said before his cell vibrated. Picking it out of his pouch, he saw M.J.'s picture before answering. "Hey M.J."

"..."

"Peter and Sam just went to do something stupid."

"..."

"No, nothing illegal. Yes, I'll make sure to let Sam know you have homework for him."

Later, Naruto walked in the main room of the Helicarrier to see Fury talk with Coulson on a screen.

"Coulson, you have any idea where our teenage, heroes-in-training are?"

"Sir, I'm in the middle of a crisis. This school's budget is a mess! I'm trimming the fat. No more doors on boy's bathroom stalls, rougher toilet paper. Hey, maybe S.H.I.E.L.D. can donate..."

Fury then hangs up on him. "Good Godfrey, Coulson's gone native."

"Some people just aren't meant for field work." Naruto said having Fury turn to the Avenger. And then both saw the team with a tarp wrapped around someone.

"I caught him! It was all me!" Nova yelled before Spider-Man webbed his mouth.

"Should've done that an hour ago."

"Where have you maniacs been?" Fury asked as Spider-Man revealed Dr. Doom was under the tarp. Getting Naruto to face palm and Fury to glare, and grind his teeth.

"He is SO loving' us right now... Except you, Nova." Spider-Man said to the cosmic hero getting him to scowl before Naruto yelled at them.

"I freaking told you all he has DIPLOMATIC IMMUNITY! That means unless he attacks us he can't be arrested!"

"You didn't capture him. You lead him into the Helicarrier!" Fury said pulling out his gun as Naruto pulled out his tonfa sticks.

"Correction: They walked a Mark-6 Hoberman Classic into the Helicarrier." 'Doom' said before breaking free, and had his chest open revealing a smaller robot that looked like him. It jumped out and had four more pop out, each smaller than the last and attacked as each had a different weapon come out of their hands.

The S.H.I.E.L.D. Agents attacked having the original bot create a field and blast a hole in the floor. All the Doom Bots jumped down and scattered.

"They're splitting up to do the most damage!" Naruto yelled jumping down the hole.

"Guys! Stick together!" Tiger yelled as Spider-Man and Nova ran/flew off on their own intent on stopping the bots themselves.

The next floor below, Naruto was fighting the second largest bot with his tonfas. He hit the bot in the head before spinning the stick to under is arm to block a strike. While he was fighting, Nova and Spider-Man were arguing with each other on whose fault this was before snapping as he broke the head off.

"ENOUGH! This is both of your faults with your pissing contest! So grow up, accept the blame or leave this team for the adults!" He yelled before hearing Spider-Man talk to and hang up on Mary Jane. "OK, now let's-!"

BOOM!

An explosion shook the Helicarrier having it tilt down.

"They took out one of the engines. We're losing stability." White Tiger said over Naruto's black watch on his left wrist.

"We're losing more than that. The big one is nearing the Fusion Reactor Chamber. It won't matter if we're afloat. That thing hits the core… We're going nuclear." Fury said after Tiger was finished.

Naruto then brought his watch to his face. "OK Nova, go outside and-"

"While Spider-Man and you hog the glory?"

"If you're in this for the glory then give your helmet to someone else. But there are about 7 million lives at stake here so grow up and get the hell outside and keep this thing in the air, NOW!"

Nova did so having Naruto continue. "Tiger, where is the core from our locations?"

"The reactor is in Sector 12 Quad 3… It's right below us."

"Then let's meet up! White Tiger, tell us where to go."

Naruto ran down the halls for several minutes and got to the meeting pint where the others caught up.

"Iron Fist, straight down!"

"I'm not paying for it." Iron Fist replied as his fist glowed. "HE-YAH!" He yelled punching the floor.

Iron Fist created a hole having them fall as well as the Doom Bots that wasn't destroyed. Naruto then grabbed Iron Fist and threw him in front of the group having the K'un-Lun master break through the floors and came to the core.

Naruto grabbed White Tiger and shot his grapnel to swing to a beam as Spider-Man did the same with his webbing for the others.

Suddenly, Nova flew in front of the Doom Bot just as it shot at the core having Nova absorb the attack.

"Finish it!" Naruto yelled having Spider-Man pull the robot in the air, Tiger then cuts the web having the bot land on the floor and Power Man to grab it from behind before Iron Fist punched the chest.

Boom!

The bot exploded as the team sat down by the core.

Ring-Ring!

Spider-Man pulled his phone out, saw M.J.'s picture and tossed it to Nova. "It's for you."

Later, Fury was yelling at the team beside Naruto who was blocking him out.

"Whoever started this, step forward. You're off the team." Fury finished having all of them take a step forward.

"It was me./It was me./It was me./It was me./It was me."

Naruto smiled at that before Fury spoke. "Never again. Team."

"OK, that was good and all. But if anyone says 'group hug' I'm outta here." Spider-Man said as Coulson walked up behind him.

"How about study group hug? You have to make up the school work you missed today."

The team minus White Tiger groaned at that. "I did my homework."

"Director Fury, 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!" Coulson said as he caught up to Fury.

"Coulson, we need to talk about priorities."

"Children."

The team looked to see Dr. Doom was on a monitor behind them. "Let it be known that the eye of the all powerful Doom has fall-!" The screen then went to black.

"He really likes to hear himself talk."

They looked to see Naruto had turned the monitor off at the keyboard.

"Are we just going to let him get away with that?!" Nova asked flying off. "To the transport!"

"(Sigh) Go and get him." Naruto said having the others give chase.

To Be Continued.

A/N: Thanks for reading and let me know of any mistakes.

Beta: Jebest4781, Chaos-PSD, Arkham Knight22 and Ryan L. Spradling.

If you read this at the top, disregard it.

OK, I had planned for a 3 Ch. update for both this story and Naruto: Earth's Mightiest Ninja as a tribute to Steve Ditko but one beta is really busy at the moment but this Ch was beta'd before so I thought I'd go ahead and update seeing as it'll probably be awhile before the others are ready. I'll still do the 3 Ch update after this though so don't worry about that.

Oh and for using the other shows, I'll wait until season 2 starts as continuity wise that's when the other shows starts. (Avengers Assemble came out with season 2 Episode 10.)

Also slight spoiling on the pairings stop here if you don't want to be spoiled on anything.

SPOLER:

We decided on waiting until season 2 before having the pairings start so sorry if you were looking forward for them to get together soon.

SPOILER OVER:

Also, the poll will end by the multi update coming up for these two Marvel stories.

Nothing else to say.

Talk To You Later,

Lone Wolf Out.