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 Ch. 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 VI: Why I Hate Gym.

Last Time.

"So I see you took some liberties with the suit I gave you." Iron Man said as his face plate folded up.

"This thing had problems." Spider-Man replied as his face plate opened up. "I had to pop the hood." He said as Tony raised an eyebrow. "Y-You know, no offense."

Later, Heli-Carrier.

"I'm sorry, are we all good?" Peter asked in his old costume without his mask.

The team sat with him in the mission room, also without their masks/helmet.

"I'm just making sure."

"That's your idea of an apology?!" Ava asked from her seat.

"I'm sorry." Peter said before sliding to Danny in his seat. "Hey Danny, you were right. I'm better off being myself then someone else."

"Where did you come up with that? A fortune cookie?" Danny asked as Fury walked inside.

"Alright, alright. Get out of here before I remember that you weren't authorized to even think about going to Stark's factory." He said having everyone but Peter leave.

A few minutes after they left, Naruto heard a crash from the room as Fury walked out. "Guess he let Peter keep the suit."

Now.

New York, Night.

Shinobi, riding his bike on a rooftop, hit the thruster on his motorcycle and jumped over a ledge to another building before sliding to a stop to see a man jump up and over the ledge as Spider-Man followed on his bike, running it up the wall.

The man has a black thin mustache and a pointy beard on his chin. he wears a special purple and yellow suit, with mechanical leaping legs.

This is Batroc the Leaper, an enemy of Spider-Man.

Spider-Man webbed Batroc's leg before he slid under a billboard having Spider-Man slam into it.

"Oh ho! The bug went splat!" Batroc said in a French accent as he slid back around. And was punched by Naruto, knocking him out.

"I didn't even get a chance to use my new electric claws!"

Naruto looked over his shoulder to see White Tiger was behind him, gloves sparking.

"There'll be other chances. Come on, Fury wants to speak with you all." He finished before all three left, missing security camera's following them. Tiger complaining about Spider-Man not training as often as they do along the way.

Otto Octavius' Laboratory.

"My employer will pay handsomely for the capture of Spider-Man, Taskmaster." Octavius said to a man as they watched the footage of the fight with Batroc.

Taskmaster has a muscular build, and wearing a skeleton mask with yellow eyes. He's wearing a black suit, with white gloves, boots and a white cape with a hood. He also has several belts on him to carry his equipment.

"A guy with four arms should be able to grab one bug by himself, Octavius." Taskmaster replied watching the fight as he placed his hand on the screen.

"Yeah, I don't get out much."

"His moves I can master, my powers can cover that. But the tech makes it trickier, no wonder your employer is eager."

Taskmaster suddenly back flipped and landed like Spider-Man before standing. "High school, huh? Can't wait. I'm great with kids."

Midtown High, Next Morning.

Naruto and the school were in the cafeteria with Coulson explaining that the gym teacher had an accident the previous night and the citywide athletic achievement contest. As he was explaining, Peter walked in and up to him and Ava.

"What did I miss?"

"Lax training, late for school. Good show, Parker." Ava said resting her head on her hand.

Peter left to talk with Harry and Mary Jane before Flash pushes him off his seat and Coulson spoke up to get their attention.

"Mr. Yeager will be your substitute until further notice."

Mr. Yeager is a Latino man with brown hair and is wearing gym clothes, which consists of a sweatshirt, short black pants, black shoes and a white sweat headband and armband.

"I look forward to the challenge."

Naruto narrowed his eyes, getting a weird feeling from the man.

Later, most of the school were now in the gym and in their gym clothes waiting on Mr. Yeager before Naruto caught a dodge ball that was going to hit Peter in the head. He then threw it at Flash's group, hitting each one with the same ball as it bounced off one teen to the other.

Mr. Yeager walked in having some of the teens look to him before lining up, Ava and M.J. being the only girls in the group.

"Why are you two the only girls here? Not that I'm complaining or anything. Just seems weird that it's only you two." Naruto said having the two lone females shrug.

"I'm looking for finalists for the citywide athletic achievement contest. I wanna see everything you've got in this obstacle course. Push yourselves to the limit. Don't give me less than 110%." Yeager said as he looked to the obstacle course he set up.

It starts with a climbing wall, tire field, a pool to swing over, balance beam and finally a hanging tire to jump through at the end.

"You could learn something from him." Ava said to Peter.

"How to creep people out?"

"Mr. Thomson, you're up!" Yeager said having the jock.

Flash ran and climbed up the wall, ran through the tires, and swung over the pool, one foot landing in the water on the other side. He went over the balance beam before diving through the tire and slid to Yeager.

He called on each student who did very well, good, or stumbled before leaving Naruto and Peter last.

"Mr. Uzumaki, you're up."

Naruto shrugged before running to the wall, jumped up to grab the top and pulled himself up to jump off and quickly ran through the tires, and then jumped over the pool before landing in a roll. He then dashed on the balance beam and jumped through the tire.

'Impressive, too bad he's been seen with both of them.' Yeager thought as Ava and M.J. walked to the blonde teen.

"How'd you do that?" The redhead asked Naruto who shrugged.

"I've been taking free running classes."

Naruto then saw Peter pretending not to make it up the wall before Yeager called it a day having Danny, Harry and Flash make the finals and to come back on Saturday for training.

"Why am I not a finalist?! Because I'm a girl?" Ava asked the team minus Sam who shrugged.

"Are you complaining you're not going to school on the weekend?" Peter asked as all but him and Naruto left.

"Hey, Naruto should have at least been one! He had the best run!" Ava said as Yeager started to exercise.

"Doesn't that Yeager freak you out?" Peter asked pointing to the substitute.

"I work with two guys who stick to walls. No one freaks me out." Ava replied as they left.

Queens; Naruto's House Saturday, Noon.

Ring! Ring!

Naruto, who was sleeping in groaned as his phone woke him up before picking it up from his nightstand. "What?"

"Naruto, have you heard from Harry, or Danny?" Ava spoke up as Naruto moved to lay on his back.

"No, should I?"

"It's noon, and no one's come out yet. You still asleep? I thought Peter would be doing that."

"Helped Widow out last night. She's been calling on me for stealth missions instead of Hawkeye. Look they're probably still training." Naruto said rubbing his eyes with his free hand.

"Well, the fence is electrified."

"Maybe Fury and Coul… Wait, what? OK, call Peter. Sam and Luke are away on the Heli-Carrier so they're too far away. I'll meet you there."

Naruto got out of bed and quickly put his costume on before running out to the hall and ran down the steps.

(Jingle!)

Naruto stopped hearing keys jingle. Looking to the kitchen, he saw a woman holding his keys off her finger.

She is a tall Caucasian woman with flowing long red hair reaching her mid-back, hazel colored eyes, ripped broad shoulders and long muscular yet shapely legs. She has a very voluptuous yet muscular body. She is wearing very form-fitting blue jumpsuit which highlights and accentuates her well-toned form that is lined with yellow trim around the color and down the front to the pelvic area.

Combined with this attire, she is wearing a utility belt that's black and yellow trimmed with a Black Widow hourglass on the front one. And a pair of yellow gauntlets on each wrist.

This is Black Widow, a S.H.I.E.L.D. special agent and a member of the Avengers.

"Hey Natasha, can't talk now. Something's going on down at the school!" Naruto said running over, grabbed the keys and ran out of door.

Widow shrugged before reaching in the fridge and took a bottle of water before leaving.

Midtown High.

Ava hung up the phone and jumped as Shinobi was beside her.

"Yeah. I'm that good." Naruto said as Spider-Man dropped down.

Ava went in the alley across the street and quickly changed into her costume before they jumped over the fence.

"Something's up. We should call Coulson." White Tiger said bringing her watch up.

"Hold on, this could just be a glitch." Spider-Man stopping the feline themed heroine.

They then walked inside revealing the door was unlocked.

"I mean why electrify the fence but leave the door unlocked?"

The heroes then slowly walked around to stake the school before seeing puddles of water on the floor leading to a hall on their left.

"Hello! Is anyone there?!"

They dashed to see Stan was pinned to the wall by a claw.

"Hold on."

Spider-Man and Naruto went and helped by pulling the claw off the janitor before he fell through a trapdoor that closed. The trio continued down several halls before White Tiger brought her hand to her left ear.

"I'm calling Coulson."

"No need. He's here." Spider-Man said looking into his office.

"Here? On a Saturday?" Tiger asked as Naruto opened the door.

And fell to his knees. "I'm blind!"

White Tiger dashed over, and deadpanned. Reason being Coulson was hanging upside down in his underwear over a vat of acid.

"Oh, all the pretty ladies I won't get to see. And I'm going to have to ask Matt how to get around."

"The whole school's rigged. Taskmaster corrupted the school's security measures." Coulson said as White Tiger raised an eyebrow.

"Who?"

"An assassin who used to work for S.H.I.E.L.D., he has a photographic memory and can copy your fighting style just by watching you." Naruto explained standing up.

"We need to contact Fury!" Tiger said before Coulson spoke up again.

"Can't. Taskmaster has scrambled the signal. Shouldn't have come to school today."

"Told ya." Spider-Man said to White Tiger who glared at him.

Naruto blinked as he thought he heard a tiger growling.

"AAH!"

They heard Harry scream before dashing down the hall. They then dodged traps that were set off before running a door to see Harry and Flash running away without Danny before Taskmaster dropped in front of the running teens.

"Which one of you are going to change into Spider-Man before you get hurt?"

The two turned to run, only for Harry to get caught in a net as Flash ran away and hid. Taskmaster pulled out a broadsword as he walked after Flash.

"Flash is in your locker, what's the plan?" White Tiger asked Spider-Man as Naruto snuck over and cuts Harry down.

"Get out of here, now."

"He wants me? He gets me." Spider-Man said swinging towards Taskmaster.

The two heroes then followed after and saw Taskmaster fighting Spider-Man with his own moves before Tiger ran towards them.

"Tiger wait!" Naruto yelled as White Tiger knocked Taskmaster's mask off, and revealed Yeager.

"Coach Yeager? So that test was only about finding Spider-Man? Now I don't feel so bad for getting cut." White Tiger said before attacking Taskmaster who copied her moves and then punched her down the stairwell.

Spider-Man kicked Taskmaster towards Naruto who punched the assassin down to the end of the hall. Naruto saw the two members of his team at the bottom of the stairs before hopping over the destroyed railing and landed on the bottom. They walked out while coming up with a plan to take the assassin out.

"I got a plan." Naruto said getting the two to look at him. "Spider-Man, get your extra mask."

Figuring out Naruto's plan, Spider-Man then went to get his mask as Naruto explained it to White Tiger. After getting back, Spider-Man gave his mask to Tiger before they lured Taskmaster into the gym with the obstacle course still set up.

"Welcome!" Naruto said before turning the lights off. His goggles then glowed lightly having night vision turn on before yelling. "Night vision, now!"

"I make this Spider Night Vision look good!" Tiger said turning on hers before dropping down and attacked Taskmaster.

Naruto and Spider-Man then attacked with a punch each, knocking Taskmaster off his feet. He then got up to taunt them. "I know all of your moves! No way you can beat me!" He said as White Tiger stopped in front of them.

And webbed him as Spider-Man's hands sparked and hit Taskmaster with Tiger's electric claws. "You would if we were still fighting the same way!"

Naruto then kicked him to the wall climbing board. "You just did me a favor. I have a photographic memory. I know this place like the back of my hand! I can move in here as well if the lights were on!" Taskmaster said before jumping up to the top of the wall and jumped for the gymnastic rings.

And fell as Tiger pulled them up. "You would if everything was still in place!"

Naruto then created several clones that throws the tires to Taskmaster before bringing them down around the assassin. Naruto then threw him in the air having Spider-Man sliced the tires off before Naruto hit him to the bleachers. White Tiger then dropped down and webbed him to the bottom rows.

"I see why you like these. This is fun!" Tiger said as the lights came back on.

"If you don't come with me, I'll expose you as Flash Thompson, to the entire world!" Taskmaster said as Flash and Harry walked in.

"Which Flash Thomson? That one?"

"Yeah, loser! He can't get out can he?" Flash asked as they stopped by the group.

"The name is Spider-Man, Taskmaster. Not Spider-Teen." Spider-Man said as Naruto leaned down to the assassin.

"Spread the word. This school as well as the city are under Avengers protection."

"Yeah, you just got schooled!" Flash said before Spider-Man looked to the jock.

"Not helping."

Taskmaster then hit a smoke bomb and disappeared leaving a mask of Yeager's face revealing he didn't use his real one for the disguise.

(Cough! Cough! Cough! Cough! Cough!)

"Think he'll be back?" Tiger asked taking off Spider-Man's mask showing hers underneath.

"He's smart. He won't come back with the entirety of the Avengers now watching the place." Naruto replied before they left to see reporters and police were waiting outside.

Octavius' Laboratory.

"The school's a dead end. Trust me, you want the Spider, you'll have to make him come to you." Taskmaster said walking in without his cape getting the scientist to throw a fit and start destroying everything in sight.

"That's right, throw your tantrum and look somewhere else for Spider-Man." Taskmaster said to himself as he saw a spider walking on the floor. "Cuz now I know where he hangs out..." He trailed off before stepping on the spider. "That bug is mine."

Midtown High.

Shinobi was answering questions from the reporters as Peter, Ava and Danny were talking with Coulson.

"Taskmaster never even considered Peter Parker was Spider-Man. Your creativity is just as strategic as my training… More even." Ava said to Peter.

"Really?"

"Going solo paid off, OK."

"There's still one thing I don't get at all." Peter said before looking to Coulson. "Brief's, really?"

"I swim." Coulson said, hands behind his back.

"Leave the man's underwear alone, Pete. Or he'll get short with you." Ava said getting the others to chuckle as Coulson left.

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.