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

A/N: Here's a 6 Ch. Update as a tribute to Stan Lee who passed on November 12. Rest In Peace.

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


Chapter IX: Field Trip.

Last Time.

"I (Cough!) said you'd better not get me sick!" Ava said congested.

"Oh, sorry," Peter said as he just got over the cold on the way to S.H.I.E.L.D.

"GET HIM!" Ava yelled at Peter.

Naruto got out of the way as the others ran after the arachnid-themed hero.

"She still looks good," Naruto said quickly taking a peek at Ava's ass through her skin-tight pants.

Norman's Penthouse, Middle Of The Night.

Harry tossed and turned before a piece of Venom appeared on his ear. He shot up from his sleep and panted after before rubbing the back of his head.

Now.

New York City, Metropolitan Museum Morning.

Naruto, wearing a black muscle shirt and faded jeans, yawned as Midtown High was on a field trip in the Metropolitan Museum where Coulson was teaching them Nordic mythology while walking around a Nordic Stone.

Naruto noticed Peter, wearing a pink button shirt was standing in the back far from the group due to not having good luck on field trips, outside of the previous one where he got his powers.

(Pop!)

Naruto was brought out of his thoughts as an African-American girl popped her bubble gum after Coulson stopped on how Thor was now an Avenger and not just a legend.

Naruto looked to see the team with Ava wearing a pink tunic over a black long-sleeved shirt and a brown belt, Sam wearing a faded orange shirt, and Danny wearing a green shirt.

Danny reached to touch the glass and started reading the script on the stone having Naruto quickly walk over.

"Danny don-!"

A flash of light stopped him as a strong cold wind blew the room with snow.

"Damn it! Don't go reading stuff when legends have just been proved to be real!" Naruto yelled before looking to a very tall figure in front of him.

He has blue skin, red eyes and is wearing a loincloth with ice armor on his arms and ankles holding an ice club with a necklace that has a stone with a gem in it.

This is a Frost Giant, a monstrous titan from Jotunheim, the frozen realm.

"I should have stayed in bed today," Naruto said as the kids screamed while Coulson got everyone out.

"You're up." He said to the disguised heroes before running out himself.

Naruto took off his shirt and then unsealed his costumed one from his wrist and put it on as well as his mask before taking his pants off showing his costume one was on as well.

The others followed suit by changing behind pillars or other attractions before running out.

White Tiger jumped on the Giant's neck only for it to not even faze him before jumping off and dodged several swings from the club.

"Spidey, you're up!" Tiger yelled running to the side just as Spider-Man swung in.

"We need to get frosty to chill out!" He yelled shooting web in the giant's eyes.

Nova used his beams as the others ran in.

"Guys, teamwork!" Naruto yelled out before Nova flew to the giant, and was hit to the wall, breaking a cabinet.

Iron Fist just stood looking for the perfect strike before Power Man grabbed the club keeping it from hitting the martial artist.

"Iron Fist, strike! The enemy won't wait for you to make your move! Power Man use your strength offensively! You don't need to hold back this time!" Naruto ordered before White Tiger was hit by a blast of ice sending her to the other side of the room. "Tiger!"

The giant then threw the two heroes at his club flying into a pillar before freezing Spider-Man's webs.

"Rasengan! (Spiraling Sphere!)" Naruto hits the giant with his Rasengan (Spiraling Sphere) before hearing lightning crack.

CRACK!

The glass dome from the ceiling broke as a man flew down.

He is a tall, highly built man with long blonde hair. He's wearing Asgardian armor with black chest-plate with six silver disks connected with a gold lining, silver lined-in chainmail arm armor, a red cape, and a wing-shaped helmet.

This is Thor Odinson, an Asgardian warrior-prince and the god of thunder who came to Midgard and is a founding member of the Avengers.

"Thor!?" Naruto yelled as Thor looked to him.

"Shinobi." Thor greeted as Naruto's team ran up. "Stand back. The matters of Asgard are no place for oddly-dressed younglings."

"Did he just call us 'younglings?'" White Tiger asked as she stood in front.

"And 'oddly-dressed'? Sam, maybe..." Spider-Man said after the feline-themed heroine.

Thor then flew around attacking the giant before Naruto attacked as well with a large Rasengan. (Spiraling Sphere) just as Thor his the giant with Mjölnir, sending him through a wall.

"Fortune was merciful on you today, you could have been hurt," Thor said as he few to the teen heroes.

"They can take care of themselves, Thor. I am-!" Naruto was interrupted by the Asgardian.

"Aye, I'm sure they'll make fine warriors someday. As will you."

"As will I?! Dude, I helped form the Avengers!"

The team just looked at their leader arguing with the Thunderer.

"Is he actually arguing with Thor?"

Thor ignored his fellow blonde to go to the Frost Giant and look at his necklace before reaching for it.

"What's that around your neck, Giant?"

"Thor, wait! Don't touch that!" Spider-Man said before swinging over.

"Stand down little one, the matter's well at hand," Thor said touching the stone.

And had a green light blind them for a moment before dying down.

They then blinked as Thor was turned into a frog but still had his armor on and a shrunk down Mjölnir.

"Thor?"

"Oh, what the hell is this?" Naruto asked looking at Thor's new appearance.

"There is only one being in all the nine realms capable of such bewitchment," Thor said keeping his voice.

"The Wizard of Oz?" Spider-Man said with a shrug.

"My evil half-brother, Loki."

They looked to see a tapestry with Thor, his father, and Loki on it before explaining Loki has been trying to usurp the throne and rule the nine realms and did everything to do so, while embarrassing him along the way.

"Trouble is at hand, I must go back to Asgard," Thor said turning around and hopped away.

"I get it, you're hopping mad at your bro. OK, that was lame. They can't all be winners." Spider-Man said with a shrug. "You not in a position to exact revenge."

"I am still Thor, the Thunderer! Loki will face my wrath..." Thor stopped before eating a fly.

"(Sigh) Let us help," Naruto said getting the transformed Asgardian to look back at him.

"Nay. Asgard is no place for mortals," Thor said holding his hand up.

"Thor, you said Loki's planning on conquering the nine worlds… Earth is one of those worlds, right?!" White Tiger asked walking up.

"Oh, and not to mention there's the tiny problem that… YOU. ARE. A. FROG!" Spider-Man brought up getting Thor to sigh.

"You are right." Thor quickly spun Mjölnir and then created a portal.

"Thou art entering the Realm of Asgard. Prepare for wonders beyond your imagination."

They walked in and saw it was night, and a city covered in snow and ice as was the people.

"Asgard covered in ice?! NO! Loki has already seized control." Thor said walking forward.

And was covered in ice, as was the others before Frost Giants came out of the snow.

Later, in the Throne room sat a man in green and gold armor, cape and a gold helmeted with long horns throwing Thor who was in a green energy ball up and catching him.

This is Loki Laufeyson, the god of mischief, Thor's half-brother and the adopted son of Odin.

Loki then looked to see the others are in a dome of ice. He tossed the ball around taunting the heroes on tricking them to get Thor back and conquering Asgard as his father is sleeping the Odin Sleep.

Naruto stayed silent as Iron Fist was looking for a weak spot to break the ice before looking to the throne.

"And then there are these… Are you keeping pets of your own, Thor?"

"He did not just call us pets!" Tiger yelled out.

"This coming from the girl dressed as a cat." Nova pointed out getting Tiger to glare at him.

"Found it." Iron Fist said before he and Power Man hits the ice breaking it to pieces.

The heroes then battle the giants as Nova rescues Thor and recovers his hammer, but Loki is too powerful and they are forced to escape with a reluctant Thor creating a portal.

Naruto, Thor, And The Team.

The heroes landed in the woods in 3 feet of snow.

"What are we thinking! Fleeing from battle! Thor Odinson never-!"

"Oh, shut up! It's that attitude that caused Loki to get this far! Stop acting like a spoiled prince and start thinking like a warrior. We're retreating to think up a plan." Naruto said as the others stood, or sat.

He then looked to Tiger, glanced down and quickly turned his head. "A-Are you cold, Tiger?"

"Yeah, it is snow..." Tiger trailed off feeling something on her chest.

Glancing down, she let out an uncharacteristic squeak and quickly covered her chest.

"I was holding my own!" Nova yelled as Spider-Man shook some sow off his shoulders.

"You just broke a fishbowl."

"Shinobi's words ring true," Thor said sitting cross-legged. "Loki exploited my pride. My rushing into battle. I have doomed us all."

"No, you haven't. First, we need to lose the enchantment around you." Naruto said before Nova snapped his fingers.

"I got it! Ava, kiss the frog."

"What?! You kiss the frog!"

"Nu-uh! Not how it works, I've seen the movie."

"An idea?" Thor said breaking up the teen heroes. "Yes, the odds are long. But there may be someone that Loki has forgotten. And he may offer us a chance at tipping the scales back in our favor."

Nidavellir.

Later, they traveled to Nidavellir, the realm of the Dwarves, and reached a cave. As they walked inside, they felt it get warmer the further they went inside and heard hammering.

"If we get out of this alive, no one will believe us... Unless we bring back souvenirs," Spider-Man said reaching the end where a short man was hammering a gold sword by a forge.

He has a dwarven-appearance, has a beard and gruff appearance.

This is Eitri, the king of the Dwarves and creator of Mjölnir.

"Master Dwarf, it is I, Thor, the Thunderer, son of Odin, the Allfa-!" Thor stopped as Eitri held his hand up.

"I know, I know; 'Make this, make that, sign here, fix that'. I knew the moment you walked in, Thor Odinson. I made your hammer, the greatest weapon in all of the nine worlds. But do I get a thank you? No, you come only when you need something." He said before continuing his hammering.

"You want help? Now's the time to forget that arrogant Prince stuff." Naruto said to the Asgardian who hopped over and held his helmet.

"I… I apologize. You deserve the highest respect, Master Dwarf. The Prince of Asgard should have given you that respect. And for that, I am sorry." He said getting Eitri to stop hammering and walk over.

"What's this? Humility? Well, if a Prince can bow to a dwarf, perhaps there is still hope left for Asgard. Hope for you all." Eitri said looking to the teens. "What can a Dwarf do for you, Frog Prince?"

Later, Odin's Palace.

The heroes appeared in front of Loki who just sighed.

"Alright team, go! Use those new weapons to their fullest!" Naruto yelled throwing his arm out as he had a small leather strap around his shoulder.

He then remembered Eitri giving the team weapons to fight Loki. The weapons each use their shortfall as a strength.

White Tiger held a gold mystical bow that formed a energy string and arrow as she reached for the bow.

"This bow draws on your ability to see flaws in others yet requires absolute concentration to fire. Block out all distractions, focus on the task at hand! You will find your aim straight and true."

Tiger then fired the arrow at a Giant knocking him over.

Nova flew towards a Giant holding a gold Halberd.

"This Halberd is difficult to balance, it requires a steady hand! Be patient, pick the right moment, then unleash your power!"

He slashes at a giant and sends him flying back towards the wall.

Iron Fist dashes over with a gold short sword.

"There is no margin for error. With this short sword, you cannot wait for an opportunity, you must make your own! Trust your instincts, attack!"

Iron Fist cuts a club of a giant and attacked him forcing him to the floor.

Power Man held a short handled double headed Battle Axe.

"You hesitate to unleash your full power, you hold back in battle. Use your power defensively. This Axe is meant to attack! Use your power, wield it, own it!"

Power Man attacked the floor sending a shock wave knocking several Giants to the floor.

Naruto reached behind his back and pulled out an axe from an 'Ω' shaped holster. It is a two-handed war axe with two runes on the blade at the handle and ornate gold on both the blade and handle. (1.)

(A/N: Picture a fully upgraded Leviathan Axe from God of War 2018 game.)

"That axe, like you, has traveled through realms beyond our own. Faced many trials before coming here. Wield it as naturally as you would any weapon of your world."

Naruto attacked a giant by throwing the axe at his shoulder getting the giant to yell out in pain.

Naruto opened his right hand to attack, only to blink as the axe flew back into his hand. He then grinned and started to attack the rest as Spider-Man was not given a weapon due to him using his words as one.

They then teamed up together and finished off the rest of the giants just as the door behind the throne broke revealing a man sleeping with an energy bubble surrounding him.

He is well built and larger than Thor. His right eye is covered by a green patch and he's wearing a full-body armor. He has white hair and a white beard.

This is Odin Borson, the king of the Asgardian gods and is the father of Thor and Loki.

Spider-Man then webbed it and dropped in front of Loki. "You broke the door! This is why we can't have nice things."

"Stand aside, mortal!" Loki said as Thor hopped over and was knocked out.

Naruto kept his distance for the moment, his axe having ice starting to cover the blade as Spider-Man looked at Loki.

"Your words. You use them to protect yourself from an unkind world. Today, you must turn them into a weapon!"

"Hey 'Loogie'! You want to take over the world like this?! With your father asleep and Thor, your brother, as a frog? Everyone would say you didn't earn it. 'Look Loki used Giants to conquer Asgard while his father was asleep! While our strongest warrior was weakened by being turned into a frog!'"

Loki sneered before turning Thor back into his self.

'He did not just fall for that?!' Naruto thought before Thor grabbed his brother.

Loki dropped the amulet that transformed Thor as Naruto threw his axe at it, breaking it.

"The trickster tricked… by a mortal?" Loki asked before Thor spoke.

"He is no mere mortal. He is the man of spiders."

"Close enough," Spider-Man said with a shrug.

The giants fled as Loki looked to Spider-Man. "Stay on your guard Spider-Man. For the rest of your useless life!" Loki yelled before disappearing.

Earth, Later.

Thor brought everyone back to the museum without their weapons.

"'Til we meet again, friends! Your names shall be sung in the halls of Valhalla!"

"I'd settle for a T-shirt or those weapons," Spider-Man said as Thor smiled.

"The Dwarves will keep them 'til you have need of them again." (2.)

He then created a portal having a two-headed goat walk out. "But perhaps this will satisfy. A traditional Asgardian Warrior reward."

(Baa!)

"How do we decide on who keeps it?" Spider-Man asked the team.

"All yours."

"You keep it."

"Best field trip ever!" Spider-Man said reaching down to pet one of the heads.

(CHOMP!)

Only for it to bite him. "OW-OW-OW!"

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.

1. For those that don't know what the axe looks like, the URL will be on my profile.

2. I will use the axe on other Ep.'s that deal with Asgardian/going to Asgard.

OK a 6 Ch. Update for a tribute to Stan Lee. Someone who has been apart of all of our lives. (Big or small depending on your age.)

He paved the way to humanizing the hero so we as readers/watchers/gamers, can relate to them more.

I can't tell you how many times coming home from being made fun of. (I was never in fights outside of play wrestling with friends and family)

And seeing the X-Men/Spider-Man cartoons and seeing they turned their bullying/prosecutions around to be better/shake it off for lack of a better word and knowing I can do that too.

There will never be another Stan Lee but he will live on with his works in comics, TV, movies, and games. Rest In Peace Stan Lee.

Lone Wolf Out.