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

A/N: Sorry for the lateness of updating these, a combination of busy over the holidays for us all and one of the Beta's internet going out.

This is also a double update so read Ch. 10 first!

Also, I skipped Freaky and Me Time due to them being 90% canon so just added the beginning and ending to Venomous and Strange.

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

Chapter XI: Strange.

Last Time.

S.H.I.E.L.D. Heli-Carrier.

Shinobi watched as the Team was combat training with robots as Spider-Man stopped it and thanked them for helping out.

"No problem. we're a team and your friends Web-Head." Power Man said.

"So no more secrets, deal?" Tiger asked stepping up and pointed at Naruto and Spider-Man.

"Trust is the strongest bond." Iron Fist said bringing his hands together.

"I know that now. I couldn't have done it without you. Except for the Anti-Venom. You guys don't know your beakers from your elbow. But you know, other than that."

"You smug little-!" Tiger was interrupted as Power Man stopped her and Nova turned on the robots having them attack Spider-Man for keeping a secret from them.

As Naruto watched him getting clobbered he was pulled away by Natasha "We have to talk"

Now.

New York City, Morning.

A tornado rampages in the city, before Shinobi, and Spider-Man arrives on their cycles saving civilians from the cars.

"Finally! I was starting to wonder how much damage it took to lure out a hero-shaped punching bag!"

They looked to see a man using an air tunnel to stay up with them.

He's wearing green armor. The helmet has a rocket shape and he has two saw blades attached to his wrists.

"'Hero?' That's not a name I get called much. Now I'm gonna feel bad taking you down, Whirlwind!" Spider-Man said as they gave chase.

Spider-Man then grabs Whirlwind's helmet with his web and knocks him out it with it before landing.

"Still too much collateral damage." The heroes looked to their left and saw Fury before Spider-Man threw up in Whirlwind's helmet. "Go to the Helicarrier for training."

"No thanks, I've earned the weekend off. Wash that out." Spider-Man said before giving Fury the helmet and leaves with his spider-cycle.

Later, Heli-Carrier.

Shinobi walked into the main room and saw Spider-Man yelling at Fury for spying on him with small cameras around his house. Fury tells him that he signed a contract, which Spider-Man had doubts about him, but Fury called Nova, White Tiger, Iron Fist, and Power Man who corrects him by stating it was in their contracts as well. Spider-Man, annoyed gives his S.H.I.E.L.D. watch back to Fury and leaves for a weekend to get some free time.

Med Bay, Later.

Shinobi looked at Spider-Man without his mask lying on a bed after being attacked by Doctor Octavius, who he named Doctor Octopus, or Doc Ock, who kidnapped him and took him to his underwater lab for research. Spider-Man was able to get free and call for help only for Doc Ock to be missing as well as most of the stuff in the lab after the lab flooded in the fight.

But Spider-Man held onto a claw from one of the tentacles when he was found by S.H.I.E.L.D. Peter apologizes to Fury and makes a deal that there will be only one security camera outside and delete the other footage that was captured inside the house. Fury nodded and promised that he will delete the footage.

A Few Days Later, Midtown High.

Naruto yawned as he woke up in class. And saw he was the only one awake. "Ava?" Looking to his right, he saw the teen girl asleep on her desk as well as M.J. "Hello!" He yelled and no one woke up. "Damn, gotta resist the urge to prank and find out what the hell is up."

Getting up, he walked out to the hall and saw everyone who was outside in the hall was also asleep. Creating clones, he had them check the entire school to see if anyone was awake. Eventually, he found that only Danny and Peter were the only ones still awake. Danny began explaining that something was going on as he had to use almost all of his chi to wake himself and Peter up.

They then changed into their hero costumes and got on their cycles before seeing that everyone in the city was asleep. On the way to where Iron Fist was taking them, he explained that something magical was at work keeping everyone asleep. Spider-Man tried to play it off as science and that he doesn't believe in magic before Naruto spoke up.

"It could be someone from another dimension where magic is real. Thor and the Asgardians are real and use magic. We live in a world where there are clones, mutants and superpowers so don't underestimate the impossible."

"We need the Sorcerer Supreme." Iron Fist spoke up as they rode above the city.

"Dr. Strange?" Naruto asked jumping over a building.

"Who?" Spider-Man asked riding on a web with Iron Fist behind him.

"Doctor Stephen Strange, a former brilliant neurosurgeon. He was in a car accident that crippled his hands and while looking for a cure, found someone who trained him to be the Sorcerer Supreme." Naruto explained as they rode.

Later, they stopped at an abandoned warehouse between two apartment buildings before Spider-Man spoke. "The most powerful wizard lives here?"

"Take a step forward," Naruto said walking ahead.

Suddenly, a mansion with a large round window on the roof took the warehouse's place before the door opened. The three heroes walked inside to see artifacts hanging on the wall, or is on a table by the walls.

Spider-Man walked to a small box and put his hands on it having it open and had tentacles come out.

'Close it!" Naruto said as they pushed the tentacles back in. Naruto then lifted the box and showed it had a bottom and looked to Spider-Man. "How about that."

"AHH!"

Naruto looked to see a hand grab Spider-Man from behind revealing a man with black hair that reaches his shoulders and was slicked back. He also has a mustache and goatee with two round earrings and is wearing a red vest over a white long-sleeved high collared shirt and blue pants and leather shoes.

"Do not touch anything else, one crisis is enough," Strange said to Spider-Man who jumped on the ceiling and had eyes open on it.

"GUH!" Spider-Man yelled as he fell. "Dr. Strange, I presume?"

"You can address me as Sorcerer Supreme!" Dr. Strange Strange said turning around. "Yes, Spider-Man, Iron Fist, Shinobi. I'm impressed you're all still conscious."

"Namaste, Doctor." Iron Fist greeted with a bow. "It was your training that saved me. I found Spider-Man right before he got too deep under the spell."

Strange waved his hand and a green aura surrounded Spider-Man.

"That's different," Spider-Man said after seeing his arm was glowing green. "He's uniquely connected to this reality by energy's that would act as a beacon for someone with your sensitivities, Danny. You're lucky to have this, 'Spider Sense', as you call it, Spider-Man."

"Is that like mind reading? Quick what number am I thinking of?" Spider-Man asked pointing at Strange.

"You're not thinking of a number, you're thinking of flapjacks." Strange replied turning to walk away. "This way, gentlemen. We have little time."

Going into a living room with a fireplace, Strange went to a bowl of water, waved his hand over it, and had it shoot up into a pillar and had a face formed on it, smiling evilly.

Strange explained this was Nightmare, a demon from the Dream Dimension that feeds on nightmares. And that Nightmare escaped the Dream Dimension and induced New York residents into an endless sleep to feed on their nightmares.

"My 'Nonsense' is tingling. I don't do magic." Spider-Man said sitting down on a chair.

"Well this guy is still a threat, everyone's asleep and we need to save them. Beating Nightmare is the only way to do it." Naruto said as Strange brought an amulet that had an eye open on it.

"Eye of Agamotto! Pierce the veil with your sight!" He threw the amulet having it bounce around the room before hitting Strange having his clothes change to have a cape with a high collar, a tight blue shirt with a light blue design o the chest, a flame-like design around his hands, and a red sash around his waist.

"Prepare yourselves. We're going to enter the Realm of Dreams, and stop Nightmare! Or else, humanity falls." Strange said as a portal came down on them showing a world with endless walkways and doors.

They walked forward as Strange floated forward before Spider-Man went in a door showing White Tiger was in class and failing.

"She can't hear you, that's her dream self," Strange said as Spider-Man tried to get to the heroine.

They continued coming across Power Man's nightmare of holding a skyscraper from falling on his team and was slipping. And Nova was in a room full of white bunnies with pink eyes revealing he has Leporiphobia.

They walked out as Spider-Man surrendered his 'magic isn't real' argument before hearing a deep chuckle behind him.

Looking back, they saw Nightmare wearing green clothes riding on a black horse, and holding a black sword that's hollow in the middle.

"Oh, that's an ugly bastard. No wonder he's called Nightmare." Naruto said getting into a stance.

Only to have the walkway throw him into a door. Naruto looked around and saw that he was back in Konoha. "You know, coming into my 'nightmare' wasn't wise," Naruto said as everything went dark, and Nightmare saw two large, red, slitted eyes.

Naruto then walked out the door to see a sickly looking Nightmare before he heard Strange say the spell was broken before each of them hit Nightmare and then found themselves back in Stange's house where Nightmare was caught by the box Spider-Man knocked open earlier and was pulled in by the tentacles.

"Is he gone for good?" Spider-Man asked as Strange picked the box up and saw a small glass opening showing Nightmare was trapped.

"No. There will always be nightmares, it's a part of who we are. But when we face them. We can overcome them. And be stronger for it. You taught us that, Spider-Man, thank you. Speaking of nightmares, have you had the one where you should get back to school before anyone notices you're gone?"

Midtown High.

Naruto, Peter, and Danny are sleeping in the detention room, as Peter was holding a top hat. The others then walked in not knowing what happened other than just falling asleep before Sam ran to Peter with a marker.

"How do you spell doofus backward?" He asked before a rabbit popped out of Peter's hat. "AHH! THE EYES!" He yelled running out of the room.

"Sweet dreams," Peter said opening his eyes with a smirk.

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.

Well, I have nothing to say for this ch as it didn't seem right to put up the same A/N in both Ch which I did at first but that's a habit from uploading a ch. for all stories at once.

Nothing else to say.

Talk To You Later,

Lone Wolf Out.