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

Beta: Jebest4781 and Chaos-PSD.


Chapter XIV: Familial Issues.

Last Time.

Shinobi stood in a room with Coulson as Staine and his team was handcuffed with power dampeners.

"I'd just like to point out principal Coulson, sir. That these students acted on their own." Staine said as Naruto walked to him and pulled out a thick file and DVD.

"And everything on these says otherwise. Detailed accounts on your meetings with not only the Maggia but every criminal in our database. You won't be seeing sunlight again Staine. Or should I say Giacomo Fortunato A.K.A Jimmy 6." Naruto finished dropping the file that had a chibi Jumper on it giving the peace sign.

Walking out, his phone vibrated before he picked it up showing Musty was walking out on a stage beside Stan.

"Wish U Were Here. MJ"

Naruto smiled as he walked to see his team hearing Fury suspend them for a month on going anywhere. "Heh! It was worth it."

Now.

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

Shinobi crawled through the vents after getting on the Carrier an hour ago for late night training. Only to see it was captured by a group of men who are all wearing blue suits with a special yellow Zodiac sign on each of them. Some of the members wore the animal masks of the Zodiac's respective animal symbols on their suits. While others are wearing light brown cowls.

"I'm guessing these are the Zodiac organization," Naruto said quietly remembering reading up on various organizations that S.H.I.E.L.D. had their eyes on.

"AAH!"

Naruto stopped at a part of the vents that split into four and one vertical vent as Spider-Man dropped down the vertical vent.

"I'm also guessing he met our party crashers." Naruto then slid down and stopped on the ceiling seeing they were now in the trash room that also had water in it. "I've seen this somewhere." He said as Spider-Man looked up at the Avenger.

"What happened?" Spider-Man asked as Naruto flipped down.

"Don't know, I got here an hour ago but haven't found anything."

"They said Nick is dead."

Naruto looked at the arachnid-themed hero and raised an eyebrow at that. "Don't believe it until you see a body."

"Hey! Is that my label maker?" Spider-Man asked going to a label maker box that had a ribbon on it.

"It's where all label makers end up. Seriously, who gets those as gifts?"

Before anything else could be said, the room lit on fire having the duo jump up into the vents.

"Holy shit! That's new!" Naruto yelled before they crawled through the vent. "Can't reach anyone. They must be jamming the signal."

They crawled to the main control room and saw another man walking around. He's wearing a red suit, with a golden armor plate, white hood and is the only one to have a Scorpio sign as well as a black scorpion on the top of his mask.

"Scorpio," Naruto said before looking back as the Zodiac set the Heli-Carrier to self destruct.

"Get your asses in gear!"

The two looked at their watches and saw Fury without his coat and sweater on has come up on the screen.

"Hey Nick, what's up?" Naruto asked before rolling back as a Zodiac member shot through the vent with a laser rifle.

Both Naruto and Spider-Man dropped down, Naruto aiming his crossbow pistol as he looked around.

"Data downloading." A female computerized voice said as Naruto saw an uploading bar behind Scorpio.

Naruto and Spider-Man then attacked as Naruto shot several members with his shock ammo and punched anyone he ran past. He then grabbed one man by his neck and shot two more before pulling the first man up and shot him in the chest. While Naruto kept them busy, Spider-Man stopped the download at the computer with Fury's help and they both ran around the room.

Scorpio then fired at them with a large flat golden key, missing them and blowing a large hole in the front windshield.

BOOM!

The heroes crawled through the vents as Fury explained that the key is the Zodiac Key, one of the ten most dangerous weapons on Earth. He then told them that he was in the medical bay on the 7th level of the Carrier before dropping down and saw a man with a Leo mask.

Naruto crouched walked over to the man before grabbing him in an inverted face lock and dropped his head on the floor before punching him with a chakra enhanced fist. They then came across three more men before Naruto silenced Spider-Man and created a Genjutsu (Illusion Technique) and walked past them.

They came to a door and saw it was locked before Naruto pulled his crossbow and loaded his EMP bullets and shot the keypad. Looking down as the door opened, Naruto saw his string wasn't drawn before loading in his shock bullets and pulled on the string and locked it in place.

"What the hell?" Naruto asked looking at Fury who was tied to a table with a laser slowly going up from his feet. "Why do you have this in the medical bay?"

"Just press the red button." Fury said as Naruto walked to a console and pressed a red button that was lit up.

The laser turned off as Fury was let go before they walked to the next room where Fury brought up various weapons and armor. Naruto then picked up several clear green balls and a gauntlet on his right wrist as well as putting armor on his chest, back and shoulders.

He then looked to see Spider-Man put on a silver helmet, chest and black armor with a silver spider on the front and a pack that had a red spider on it as well as arm and leg armor. Fury took several guns and showed a tricycle motorcycle having him and Spider-Man get on and had it hover as the wheels turned on their sides.

Naruto saw his bike and got on it and they drove down the halls. Naruto saw Spider-Man pick up a red rifle and shot balls of webs at any Zodiac men they came across. Spider-Man and Naruto went to the top of the Carrier and Naruto threw the balls at men as Spider-Man followed suit with his.

They then trapped the men in bubbles that rolled around and several fell off into the ocean. Spider-Man then threw spider shurikens at men that had the legs come off revealing white thread that wrapped around them.

"Spidey look out!" Naruto yelled as he lifted his arm and had a clear round shield cover his arm to block a rocket from a rocket launcher.

Inside, Fury hid around a corner and turned invisible as Zodiac men ran out to attack Naruto and Spider-Man. He walked to the control room and sat at the computer before typing his password in and had a joystick come up before having the Heli-Carrier nosedived towards the ocean.

Up above, Naruto and Spider-Man dove into the vent just as they closed up as the Carrier hit the water and continued to the bottom. Once they got to the control room, they saw Fury shoot the Zodiac Key out of Scorpio's hand and swung over to tackled him to a leveled wall.

They fought as Spider-Man grabbed the Key and Fury knocked Scorpio to the ground before unmasking him revealing himself to be an African-American with short black hair.

Fury's eyes widen as Scorpio glared.

"Something wrong?" Naruto asked dropping down.

"He's my brother, Max."

"And this is far, far from over Nicholas!" Max said before diving into the water and had thrusters on his boots turn on and swam away.

Fury walked over and stopped the self destruct and had the Carrier start to fly back in the air.

"You alright?" Naruto asked looking to Fury who just stared at the window. "(Sigh) Where are the others?"

"In the brig, I just released them." Fury replied as Spider-Man walked over.

"Sorry about that, Fury. It totally sucks. Here got you something." He said raising the label maker box that was singed slightly from the fire.

"A label maker, you shouldn't have."

A Few Days Later, Liberty Island. (1.)

After dealing with Zodiac, Fury calls Naruto, Peter, and Luke and tasks them into going undercover with him as tourists.

"This mission should be easy. We need to recover a piece of missing tech which can generate a miniature black hole. Great for science. Bad if used for a weapon." Fury said in casual clothes before putting sunglasses on. "Help me search the place, it's been split into four pieces. Don't be noticed."

The four of them then split up and search for the pieces until Peter sees a squished penny machine with an "Out of Order" sign on it. "Huh? Why is my Spider-Sense going off?" He asked walking to the machine and reached for it.

And then fell through a portal hole that shows the above position of the Statue of Liberty. Peter manages to use his web to save it until the hole disappears. The squished penny machine crashes to the ground and reveals the first piece of tech that they've been looking for. A square exhaust.

Naruto and Luke ran over after hearing a crash and saw the piece before they ran to the men's room and changed into their costumes. As soon as they did, a portal opened up under all the stalls and had the heroes fall through and looked to see they were high in the air.

Standing on the crown of the statue is a man with pure white skin and covered in black spots of various sizes.

"At last... The first piece of the puzzle..." He then looked up to see the heroes, and the piece of tech fall down. "Is… mine?" The man then created a pure black portal that he reached up and grabbed the tech. "Gotcha!"

"The Spot!" Naruto yelled as they continued to fall before the Spot created one more portal in front of him having the heroes fall in before Spider-Man shot a web to grab the tech and pulled the Spot in and revealed he created a portal under the Gateway Arch in St. Louis.

"Every mission starts out simple but ends up complicated!" Power Man said as they fell.

Spider-Man and Naruto shot a web/grapnel and hooked on the top of the Arch and swung down just as Power Man landed in another portal and came out at another one close to the ground and fell through another on the ground having Power Man continuously fall. Spider-Man webbed him and pulled Power Man away from the portals before going to the museum under the Arch.

There they saw exhibits to the western expansion and the entrance elevators to go inside the Arch. And then saw the Spot at another smashed penny machine holding another piece of tech.

"Hold it!"

Spider-Man shot his webs, only for a black portal to appear in front of the Spot and another appears behind Power Man and had his webs attach to him instead. The Spot then created another and fell through having Naruto jump over and through it to and found himself in a dessert.

"OOF!"

Looking over his shoulder, he saw the others had dived in and hit the ground. "Never dive in head first. You never know how far you are from the ground. Let's start walking."

After walking for 20 minutes, they came across the Grand Canyon before a security guard dropped in front of them and explained the gift shop was being robbed. Spider-Man threw Power Man in the portal before it closed and Naruto dashed forward and when getting to the shop, saw Power Man surrounded by black spots with various objects hitting him.

He then saw a large hole on the floor and jumped down and saw he was in front of the Hollywood sign as both Spider-Man and Power Man dropped down as well.

"There's another," Spider-Man said looking at another spot by theirs.

Jumping in, all three dropped on top of a building before it fell apart and the heroes fell on padded mats.

"CUT!"

Looking to their right, they saw a camera crew before seeing the Spot walking through another large black spot. "There he is!" Spider-Man yelled running after him and all three jumped through to a giant gorilla movie set.

They saw the Spot controlling said gorilla robot they landed beside and chased after him through a giant lizard set and Naruto sighed before jumping and uppercutting the Spot as he tried dropping down on them. But not before he creates another portal having them fall through into the ocean.

"I'm done, I give up," Spot said as Naruto looked to him.

"You put us all through that and now give up? Why?"

The Spot reveals that his step-father is an agent of HYDRA who saw him as a chance of getting a promotion and that he studied him in hopes of harnessing and replicating his powers. He succeeded in experimenting on him and it gave him his powers but HYDRA had spread the pieces of the tech into four and separated it into four penny machines in different locations so that S.H.I.E.L.D. wouldn't be able to find it.

He explains that the problem is that the machine is linked to him and that every time it gets used, it weakens him. He reveals that he needed to get to it before HYDRA or it would hurt every time they used it. He reveals that since the machine is not waterproof, they are destroyed so that HYDRA will never use it again.

As he finished, Spider-Man pointed to a HYDRA battle-boat that is coming towards them. However, the Spot creates a portal hole to send the HYDRA battle-boat to another location. Naruto, Spider-Man and Power Man then bring the Spot after being picked up by the S.H.I.E.L.D. Heli-Carrier Fury. They explain everything to Fury and he sends troops to arrest the HYDRA agents.

To Be Continued.


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

1. An issue from the tie-in comic.

OK, a ch update for this and Earth's Mightiest Ninja due to both using the Scorpio plot at the start, hope you enjoyed them.

Nothing else to say.

Talk To You Later,

Lone Wolf Out.