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

A/N: This is a triple update so read this Ch. (19) first.

Beta: Jebest4781 and Chaos-PSD.

Chapter XIX: Not A Toy.

Last Time.

"So, what, we hug now?"

"You do and I'll uni-beam you to Detroit. See you around, kid." Tony finished before flying off.

"What do you think?" Spider-Man asked Naruto who sighed.

"I always had a weird feeling around Norman. You don't get that much money or high up in business without making enemies, and/or keep a clear conscious."

"What about Tony?" Spider-Man asked as Naruto looked out at the city.

"Tony started off as a spoiled rich brat that only cared about money until he was captured with his own weapons and forced to make them for his captures until he was able to get free. And that was at the cost of another hostage who helped him build his armor and saved his life by creating a prototype arc reactor that kept the shrapnel away from his heart."

Naruto then turned to Spider-Man and continued. "Look, like I said when Harry was using Venom. We'll keep an eye on him before doing anything."

Now.

Unknown Location.

"Unh."

Spider-Man landed in an area with heavy fog and smoke before looking around. "I need back up! Front up? Side up?" He asked looking around as lights swayed around him as well.

"Your worst enemy cannot harm you as much as your own unguarded thoughts." Iron Fist said coming back to back with Spider-Man.

"Tell me you're not freaking out and maybe I'll calm down."

"And if I am freaking out?" Iron Fist asked before they jumped out of the way of something being thrown at them.

"Iron Fist?" Spider-Man asked looking around as a shadowed figure ran around the area. "How can someone so big move so fast?"

"It's game over, man!"

Spider-Man turned to see Nova randomly shooting his beams around. "Nova?" He asked before dodging a blast himself. "Watch where you're throwing those things!"

"He's everywhere! How can he be everywhere?"

"Get down here so we can strategize!" Spider-Man yelled up at his teammate.

Only for something to hit Nova and knock him to the ground. "Bucket-Head?"

"AAH!"

Spider-Man then jumped on a steel platform and saw a knocked out White Tiger and Power Man tied to a steel beam. "Power Man? White Tiger? Guys?" Spider-Man took a step towards them before stopping. "Hold on… Why does this feel like bait and I'm running into a trap?"

"Because that's exactly what you did."

Spider-Man turned around and was punched off the platform as a circular shield embedded itself in the floor beside his head. And suddenly a finger touched his nose.

"Tag, I win."

Opening his eyes, Spider-Man saw Captain America kneeling at his head smiling before the smoke cleared and the lights turned on revealing the Heli-Carriers training room as the others walked up rubbing their sore muscles.

"Good job," Shinobi said walking over from standing by the wall. "You all lasted a minute longer than the last round."

"Steve Rogers, by the way, a pleasure to meet you all," Cap said as he helped Spider-Man up.

After coming to go over S.H.I.E.L.D.'s logs, Naruto asked the soldier to give some pointers to his team beforehand. Naruto then looked up to see Fury and Coulson arguing over Captain America doing that, although Coulson was just worried about being embarrassed in front of his favorite hero.

"That was so brutally awesome! Can we do it again, please?" Spider-Man asked clasping his hands together.

"Best two out of three?" Cap asked as Naruto stood beside him, arms crossed.

"Are you kidding? Yes!" Tiger said walking up behind Spider-Man. "How often do you get to learn a battle strategy from Captain America?"

"So far, just this one time. I thought you were good at math." Nova said hovering above them having White Tiger mockingly repeat what he said.

"Heh! Maybe you should visit more often Cap, they're never this pumped up for training!" Naruto said as Captain America smiled.

"All right everyone, if Cap is finished with you. We can just-" Coulson, who spoke over the speakers from the room overlooking the training room was interrupted by the war hero.

"I think the new recruits want one more round." He then placed his shield on his back and extended his right hand to Spider-Man. "Heh. You ready?"

Spider-Man quickly took it and looked up to see Coulson shaking his head. "Our lives just got 1,000% cooler, Captain America, sir!" He said saluting with his left hand.

"Uh, you use your right hand to salute." White Tiger said correcting her teammate who immediately switched hands.

"See if you still feel that way in three minutes. Prep the court! Let's see what Naruto's team has got!" Captain America said as Coulson ran over to the two Avengers.

"You know maybe we should wrap this up before something disastrous happens."

"Oh please, I trust them. Plus this is what training is for." Naruto said as Cap assured the agent before Coulson walked over to Naruto.

The team then surrounded the Avenger. "OK..." Power Man said cracking his neck and then his knuckles. "This time I'm gonna show him why they call me Power Man."

"Dude, you call yourself Power Man. This is Captain America. He once punched a tank unconscious."

"Actually, that's a myth," Captain America said as Spider-Man looked to him.

"No, I'm pretty sure that's true."

"Let's up to the ante," Cap said before placing his shield on the floor. "The first one of you, any of you, that takes me out, gets to keep the shield."

"Do you know what I could sell that for on the internet?"

"Sweet!"

"Now the problem you all have is you think your unique power is your only asset," Cap explained looking at the trainees.

Power Man suddenly ran over and threw a punch that Cap sidestepped. "By relying on your one power or weapon you become predictable to any wiser opponent." Captain America started explaining before throwing Power Man over his shoulder to the wall.

"Unh!" White Tiger then jumped over behind him and brought her clawed hand down for a swipe. "Ya!"

Captain America turned to grab her arm and spun to throw her at Iron Fist who ran after her. "By using all your skills and being unpredictable. You're more likely to stand a fighting chance."

"I don't know. I kinda like my odds!" Spider-Man yelled throwing out his arms and shot his webs at the Avenger.

Cap leaned out of the way having the webs hit Coulson and pulled his shirt and jacket off revealing a Captain America themed undershirt.

"Hey!"

"Well, I'm embarrassed for you," Naruto said as Power Man got up before webbing hit him to the wall as Spider-Man and Captain America fought.

"Hiya!" Iron Fist yelled with a kick to Cap who blocked. "Unh!" He then grabbed the monk's arm and jumped up for an armbar takedown.

Only for Iron Fist to turn his arm and pull out of the hold. "Nice!" Cap said as he and Iron Fist traded blows and dodged others.

"Jujitsu? Kung fu? Krav maga?" Iron Fist asked trying to figure out Cap's fighting style.

"All of the above," Cap said before dodging a swipe from White Tiger.

"Hiya!"

They then doubled teamed the Avenger before Tiger ran up the wall and dived at him before tackling him and rolled several times before Cap pins her to the floor. Captain America brought his fist down only for two webs to attach to his forearm.

"Gotcha!"

Cap looked down at White Tiger who then took a swipe. "Ya!" He jumped off as she got up for another swipe. "Hiya!"

Power Man and Iron Fist ran before Cap spun Spider-Man around before pulling him over, grabbed him and threw him at White Tiger, Spider-Man got up and held his arms out, only for nothing to happen. Looking down, he saw his gloves were gone before looking to see Captain America putting them on.

"And that was something I picked up growing up in Brooklyn. You have to think of your powers for what they are, one tool in your toolbox."

Tiger then somersaulted over for a kick that Cap dodged and used Spider-Man's webs to swing her around. "No, no, no, no, no, no, no!" She was then tossed into Power Man before Cap got Nova's attention who was filming by taking his phone with a web line.

Nova then flew down only for Captain America to take a step to the side and turn Nova's helmet around. "Can't see!" He then crashed into both Iron Fist and Spider-Man.

"You lasted longer than last time." Captain America said throwing Spider-Man his gloves. "Every battle you learn from is a win."

"At this rate, they'll be undefeated then," Naruto said as he and the others walked up.

"Well, I think we all had enough fun for one day," Coulson said running up. "But the Captain and I have extremely important S.H.I.E.L.D. business to attend to."

"You just want to hang out with your man crush," Naruto said from his spot beside Captain America.

"I was hoping to go over a few pointers with-" Cap was interrupted as he picked up his shield.

"I'll have someone write you a memo. Join me in my office?" Coulson asked as Captain America nodded.

"Sure. I'm going to leave this here." Cap said as he tossed his shield up in the air, caught it in his opposite hand, and slammed it down on the floor having it stick up. "You can hold it, but don't throw it. It's a weapon, not a toy."

The Team then saluted him. "Sir, yes sir!"

Coulson and Captain America left followed by Fury leaving the team and Naruto alone in the training room.

"Is it me, or was that the best butt kicking we ever got?" Nova asked looking to the others.

"We went toe-to-toe with Captain America." White Tiger followed. "I think we just graduated."

"Do you think he'll pick one of us as his sidekick?" Spider-Man asked looking around.

"Cap doesn't do sidekicks… anymore. Long story." Naruto said walking over.

Nova walked over and picked up Cap's shield. "Me first!"

"Heed Captain America's words; 'It's not a toy'." Iron Fist said with air quotes.

"Yeah, how about we just put it back where we found it," Tiger spoke up looking at the shield. "And 'We' means 'You', Nova."

"As long as you don't throw it, it should be fine." Naruto picked up crossing his arms.

Only to facepalm as Spider-Man grabbed it, and threw it to Power Man having it bounce off his chest.

CRACK!

And fly out of the window. "Damn it!" Naruto cursed looking at the team. "What did Cap and I say?"

"I got it!" Spider-Man yelled jumping out and brought his arms to his sides and open them.

And revealed webs connected to his arms and sides to glide down after the shield.

"Uh, hey guys?"

The team looked to see Captain America returned. "Where's my shield?"

New York City.

Spider-Man swung after the shield as it bounced down the streets. He bumped into Iron Man before seeing the shield stop Trapster by cutting his tank and pulled May out of the way as she was getting groceries. The shield then bounced into the Latverian Embassy and into the building having Dr. Doom pick it up.

He then looked out the window and saw Spider-Man on the wall. "Uh, excuse me, Mr. Doom, sir? Could I have my shield back? Please?"

Doom just leaves, and suddenly Spider-Man is attacked by a heat-seeking missile that chased him up a building before a kunai hit it.

BOOM!

It exploded as Spider-Man landed and saw Shinobi and Captain America on motorcycles.

"Is that mine? I hope you didn't get any scratches on it." Spider-Man joked, hoping to diffuse Cap's anger.

"Where's my shield?" Cap asked having Spider-Man point to the Embassy.

"You really have bad luck," Naruto said before flipping over the edge and landed in front of the building.

The others followed as they snuck in, Cap explaining that Doom lost his immunity by attacking American soil with a missile. And explain that Doom wants to reverse-engineer the shield's vibranium and make his armor indestructible.

Naruto nodded his head and had his sonar turn on as they made it to the wall of the building. "Doom Bots and Doom Dogs," Naruto said before nodding his head again turning off his sonar.

He then pulled his crossbow out and shot E.M.P.'s at the camera's and sculpted Doom faces on the walls as they tried to open up machine guns. They burst through the doors and saw robotic Dobermans growling at them.

"Aw, that's adorable," Spider-Man said before Naruto threw shurikens at them hitting their heads and powered them down.

Suddenly, robots with green accents walked in before Naruto dashed through them with electric covering his hands. "Denpō Sekka. (Telegram Flash.)"

They then ran up the stairs and halls, Naruto locking the doors as Spider-Man webbed the halls to slow more bots down before reaching Doom's computer room and found it empty. They walked up to the main one and saw a map of the United States with several circled areas.

"New York, Washington, Dallas, Cleveland. Doom was using this embassy as a base of operations for an invasion." Cap said looking at the screen.

"Really, Cleveland? Why?" Spider-Man asked as several Doom Bots walked in.

Cap then pressed a button and the bots turned off. "How'd you know what-!" Spider-Man was interrupted by the war hero.

"It says 'Doom Bot master control' in Latverian."

Running to the roof, they saw Dr. Doom leaving in a small jet before Naruto jumped over and landed on the cockpit windshield.

"Give up Doom! You're under arrest!" He yelled as they flew several blocks.

"You can't arrest me in my own Embassy! It's Latverian soil."

"Yeah, that's a mile that way. You also attacked America's soil earlier. So your Diplomatic Immunity's gone! Now land this thing, or I will! And you won't see light again."

Doom reached for his joystick, only for a kunai to be placed close to his eye.

"Try it and you'll be missing an eye," Naruto said before Doom landed as S.H.I.E.L.D. agents came up and took Doom away.

Naruto got Captain America's shield as he and Spider-Man landed on the motorcycles.

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

Back in the Heli-Carrier, Spider-Man tells the other trainees about the incident, but they don't believe him saying it was Naruto and Captain America who took down Doom. Coulson is about to blow up at them, but Captain America stops him by throwing him his shield as he turned to the Avengers in training before looking to Naruto.

"There could be some future Avengers here. If they all stay out of trouble."

"Ha! No chance at that with me as their leader." Naruto said before looking to his team after Cap turned back to them and saluted.

And had Naruto's team salute back. Cap then looked back to Coulson and spoke. "I'll take that back now."

Coulson threw it and had it bounce off the walls and towards the window. And had Naruto jump over and catch the shield. "Don't want a repeat, do we?" He asked handing Cap back his shield.

To Be Continued.

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

Beta: Jebest4781 and Chaos-PSD.

OK remember to read this Ch. (19) first as this is a triple update.

Nothing else to say.

Talk To You Later,

Lone Wolf Out.