Disclaimer: I don't own Naruto or The Avengers: Earth's Mightiest Heroes.

A/N: Sorry for the late update, Betas and I have been busy.

OK, here is a 6 Ch. update (3 are for my Earth's Mightiest Heroes as well) as a tribute for Steve Ditko who passed in June. He will be missed. read this one (4) first.

The poll closed with yes to riding on walls winning, for those that wanted no, I'll only do it from time to time.

Beta: Jebest481, Chaos-PSD, Arkham Knight and Ryan L. Spradling.


Chapter IV: Venom.

Last Time.

"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.

Now.

Midtown High.

Naruto was walking to school after talking with Fury about Spider-Man fighting a robotic flying octopus in the subway and had one of the trains hit it as Spider-Man jumped to the ceiling of the tunnel.

Ding-Ding!

The alert tone went off on his phone and picking it up, he saw a video of Spider-Man tearing his pants was going viral. 'I guess that was from the incident Fury told me about.' Naruto thought, seeing the video was in the subway and was timestamped earlier in the morning.

Walking inside, he walked to his locker, and missed Harry walking past him just as the doors to the outside locked to help Peter who hit the door trying to open it.

"You'd forget where you lived if M.J. and Naruto didn't walk home with you."

Closing his locker, he was grabbed by Ava and pulled towards Harry who helped Peter get in. As they walked, Naruto heard Harry talk about him, Peter, and M.J. coming to his house later as his father would be out of town for the weekend.

"Excuse us, but can we borrow Petey for a sec?" Ava asked as they stopped at the two.

"Can it wait?" Peter asked only for Sam to push him down the hall.

"Peter. Talk. Now!"

"What's the deal?" Harry asked the retreating group.

"Photography club meeting." Naruto replied waving his hand. "And Ava's agreed to be my swimsuit model." He finished and received a punch in the shoulder from said girl.

"No I didn't!" She said with a tinge of pink on her cheeks.

"Ooh! Something sexier then?"

Unknown Location.

Octavius is researching a blood sample of Spider-Man that his bot got before it was destroyed. He then takes out the deadliest aspects of Spider-Man's D.N.A. and pulls out a large canister that housed Spider-Man's blood and saw it turn into a black liquid that tried to break out.

"It's an abomination! Monstrous!"

"Did you get the sample?" Norman asked coming on a small screen in front of the scientist.

"You have no idea, Mr. Osborn. I've isolated the deadliest aspects of Spider-Man's D.N.A. It's incredible, distilled aggression. Pure venom! You wanted an army? Imagine one covered in living armor that infuse your soldiers with Spider-Man's powers. All I need is a few months."

"Months?!"

"Months. This is practically a new life form. The dangers of rushing-!"

"Afraid lightning will strike twice?" Norman asked impatiently. "I gave you the facilities, and the body to handle our 'unique' scientific endeavors. Use them."

"I will have something for you tonight."

Midtown High, Cafeteria.

Later, the team sat eating lunch as they laughed watching the video from earlier.

"I didn't need to see that. How come we heard about this from Fury and not you?" Ava asked as she walked to the side Peter and Naruto was eating on.

"We both just got here." Naruto replied before Peter spoke.

"You guys aren't my mommy and daddy."

"Stand together or fall alone, Pete. That's why we want to talk." Danny said as Naruto rose a hand stopping Peter from talking.

"We need to know each other, Peter. You are on a team now. You want to join the Avengers, right? The Avengers live together, they train together, they eat together. There's not much they don't do together now. Only reason I'm not living in the Tower is because I still go to school and how would I explain that's where I live? And I'm also the only one who still has a secret identity."

"Yeah, you have a job now, Parker. No need to suck up to 'Money-Bags' for cash." Sam said referring to Harry as he was walking past and slammed down his food trey.

Harry walked off having Peter run after him.

"There are many parts between the mind and the mouth. You should try using them sometimes." Danny said as Naruto, who facepalmed at what Sam said looked up at the cosmic hero.

"Sam. As your appointed leader, I've only this word of advice for you; either think before you talk, otherwise shut the hell up. I mean that'd be like me saying the only reason you got that helmet was because your dad got you in the corps and it wasn't you proving you're worthy."

Naruto got up and walked to the door where he saw Mary Jane talking to Peter on how to make it up to Harry and try to get all of them to be friends by inviting the disguised heroes to the movie night as well.

Night, Harry's Penthouse.

Naruto and the Team rode up the elevator to Harry's penthouse for the night.

"Think of it as 'Team Bonding'." Peter explained as they got out once reaching the top floor.

"I don't need a new friend." Sam said annoyed.

"Oh yeah, don't be friends with the rich kid." Naruto said as they walked down the hall.

"Aren't you rich?"

Naruto looked to Luke who spoke. "I get 100,000 dollars a month in royalties and whatever I'm able to sell to J.J.J. on the Avengers and myself. And whatever I don't use on bills and groceries I put in the bank." He said as Peter knocked on Harry's door.

Only for Flash to open it showing the entire school was inside with loud music.

Naruto blinked at that. "What the f-!"

"PARTY!"

Flash yelled before they walked inside.

Octavius' Laboratory.

"What the hell happened here?" Norman asked as smoke filled the lab while sparks came off exposed wires.

"You wanted a monster, I made you a monster... Or a masterpiece. History will be my judge." Octavius said from the shadows as two of his tentacles went to Osborn before they moved to a tunnel.

"Where is it?" Norman asked about the D.N.A. Otto was working on walking to the tunnel.

"My guess: Back to where it came from."

"Spider-Man." Norman said narrowing his eyes as he looked down the hall.

Harry's Penthouse.

"I'm missing homework for this?" Ava asked, hand on her hip as they watched the other teens dance and eat.

"You wanna dance?" Naruto asked Ava as Peter walked up to Mary Jane.

"No." Ava replied before Naruto continued.

"Come on, Ava. You need to loosen up."

"No." Ava said walking to the balcony as Harry walked over.

Naruto followed and saw her looking out at the city as a breeze picked up, blowing her hair, sash and dress.

"What is it, Ava? All I see you do is train, and school work. And when you're not doing them, you talk about doing them. You need to relax or you will snap."

"I can't."

"You can't?" Naruto asked as she turned around.

"You wouldn't understand."

(ROAR!)

Before he could speak, they stopped as they heard something roar.

The duo ran inside to see Peter fall down the stairs leading up to the top. Naruto looked up to see Flash being taken over by the black liquid Octavius made.

He now has spiky hair, a muscular build, and several tentacles out of its back.

(A/N: I'll still call them by their names until Venom gets on Spider-Man.)

"RUN!" He yelled as Flash attacked getting the teens out of the penthouse.

The lights went out as Naruto quickly changed into his costume as Peter did the same while the others ran out to change and protect their identities. Naruto flipped away from a tendril that Flash shot at him as well as Spider-Man who was on the bookcase.

Falling down, Spider-Man landed in a crouch before looking to Flash. "I'll only say this once without laughing: Let the jock go!"

"I don't think it'll listen." Naruto said reaching for his crossbow as he didn't want to take the chance of getting the thing that took Flash over on him.

He quickly loaded in his shock bullets before ducking under a swipe as Nova flew in.

"I think it likes you, Webs."

"Feel free to ask it out, Bucket-Head."

"Guys, body snatching thing in front of us." Naruto said as he aimed his gun at Flash.

Only to jump back from another swipe as Nova used his power on his hands to cut the tendrils. Naruto shot one bullet at Flash having the monster screech before coming off of him and went on to Nova and took him over.

Nova now has a head similar in shape to his helmet and a wide jaw. It has the patterns of the Nova Corps uniform.

"(Sigh) Shit!" Naruto cursed before aiming at Nova.

And was shot at by Nova forcing him and Spider-Man out of the window and stuck to the side of the building.

"OK, not a robot, definitely alive. Attaching itself from host to host... a symbiote!" Spider-Man said as a tendril went to Naruto to attach to him.

Only to reel back as red energy covered the ninja before he shot at Nova who flew to the roof.

"Get it off me!" Nova yelled using his powers to force the Symbiote off of him a little.

The others in costume then ran up from the stairs.

"How do we stop that thing without hurting Nova? Ideas?" White Tiger asked as Naruto reloaded his crossbow.

"It didn't like it when I shocked it. Maybe something like that?" He asked as Power Man ran up to Nova who was struggling to stay in control. "Don't touch it. It'll stick to you!"

"Not if you touch it hard enough!" Power Man then pulled the Symbiote off of Nova only for it t attach itself to him.

The symbiote developed symbiotic-based sunglasses. He has a muscular build, patterns of Power Man's uniform, and grew four tentacles out of its back.

"Shit, scatter!" Naruto yelled as Power Man pounced to them.

"KYA!" Iron Fist yelled as he punched Power Man who dodged out of the way.

White Tiger jumped over, only for a tendril to wrap around her and slam her hard on the roof.

"TIGER!" Naruto yelled before firing a bullet at Power Man as Spider-Man used his taser webs. The Symbiote then came off for a second before reattaching to Power Man.

Power Man threw a large AC unit at Spider-Man who dodged and webbed it just before it landed on Harry and Mary Jane.

"All life is sacred, creature, but what you're doing to wrong. Let Power Man go, before I forget that I'm a pacifist!" Iron Fist yelled as he ran to the possessed hero.

"KYA!" He yelled punching the Symbiote off of Power Man.

He then flipped around the building trying to dodge the Symbiote before it attached to him.

"Iron Fist!"

"I can hear its thoughts. They're, uh... They're... They're confused. Spider-Man, it... It wants you?" He said before it wrapped around his head.

He now has a head similar in shape of Iron Fist's mask and had the patterns and the symbol of Iron Fist's costume.

"Little problem. I'm sort of planning on being me for the rest of my life." Spider-Man said as Iron Fist roared.

Iron Fist attacked Spider-Man as Naruto tried to get a line of sight, only to curse as he would hit Spider-Man.

"How about we compromise? I get my body on weekends and weekdays, you get it when I have to mow the lawn?" Spider-Man said as Naruto held his crossbow at Iron Fist.

Everyone missing both Harry and M.J. climbing up the fire escape to film the fight as Iron Fist punched the Spider themed hero over to the next building and into a Daily Bugle billboard.

"Get out!" Iron Fist yelled punching the roof.

And had the Symbiote fly off of him in a circle. Spider-Man then webbed back over in front of the Symbiote as it appeared in front of White Tiger.

"You want someone to take over? Then take me."

After bonding with Spider-Man, the Symbiote developed the same features of Spider-Man's albeit a pure black costume and a white spider symbol, as well as sharp teeth, a muscular build, four tentacles out of his back.

"I am Venom!"

"It can never be simple." Naruto said before the now named Venom attacked them.

Tiger attacked Venom only to jump back to the top of a stairwell and had an antenna fall on her and pinned her.

"Iron Fist help Tiger. Power Man help me get Venom off of Spider-Man."

"How?"

"Well if it was Spider-Man who it wanted all along, it may not want to bond with you again." Naruto replied as Venom shot a tendril at Iron Fist after he broke the antenna and stuck him to the wall with black slime.

Nova then shot at Venom having him walk over, grab Nova and slammed him down on the roof. Venom then saw Harry and M.J at the edge of the roof and walked over. Spider-Man, seeing his friends in danger started fighting Venom before shooting webs on two metal walls and used his taser webs as Naruto used his shock bullets.

"I can't hold on!"

Harry shouted as the fight knocked him off the fire escape and grabbed on the railing.

He slipped as Mary Jane grabbed him by the shirt and pulled him back up.

"Ow, I think you pulled out my only chest hair."

"Sorry."

Venom screeched loudly as electricity went through him as Naruto shot two more bullets at him before disintegrating.

White Tiger and Power Man pulled Iron Fist off of the wall, tearing his costume off leaving him in matching underwear.

"It's a monk thing."

"You seen my friend Peter?"

They looked to see Harry and Mary Jane jumped up on the roof and to them.

"Shrimpy kid?" Power Man asked crossing his arms.

"Spaghetti arms?" Nova followed after Power Man.

"Three Dollar haircut?" Iron Fist asked, fists on his waist.

"Only a 98 average?" White Tiger asked with a shrug, having the others look to her. "What? Not a jokey insult?"

"Only if we knew him." Naruto whispered to her.

"Where's Naruto?" Mary Jane asked as a clone of Naruto walked out behind the stairwell, digital camera in his hands.

"Right here. Peter got out after you did."

Suddenly Norman and several police officers ran out of the stairwell.

"You destroyed it?!" He asked, anger in his voice. "Thank goodness. Get the heroes some help." He said walking to his son to make sure he was alright.

Later, Naruto, Harry, Mary Jane and Peter was cleaning the penthouse before M.J. pulled Naruto to the kitchen to leave Harry and Peter to talk.

"Hey, why do I gotta go?"

"They need a moment."

They went to the kitchen as Harry and Peter talked before Harry picked up a bottle and placed it on the piano, hiding it from Peter who turned his back to pick up a mop. Suddenly, a small piece of Venom moved in the bottle before hissing.

To Be Continued.


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

Beta: Jebest481, Chaos-PSD, Arkham Knight nd Ryan L Spradling.

Sorry for the late update, Betas and I have been busy.

OK, here is a 6 Ch. update (3 are for my Earth Mightiest Heroes story) as a tribute for Steve Ditko who passed in June. He will be missed.

Nothing else to say.

Talk To You Later,

Lone Wolf Out.