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

A/N: Sorry for this being late as well. A little writer's block on a couple of parts as well as family members have been visiting.

Beta: Jebest4781 and Chaos-PSD.

Chapter XXIX: Overcome and Adapt.

Last Time.

Naruto, in jeans and a green shirt, looked to see Sam grabbing a camo shirt. "Why are you getting that?"

"Aren't you taking us to your old cabin? It's to blend in."

"Okay, A, it's just outside this city, you're not going to blend in. And B, you going to that forest? Camo's something you do when you get there. You use the plants and other foliage in the forest to blend in. People who live there can tell when something's different, like long grass by a bush that wasn't there several hours ago." Naruto replied as he walked to the grocery section of the store.

Ava who's wearing tight jeans, sneakers and a black shirt with a tiger's face on it followed him.

Later, Naruto in his Dodge drove up by his cabin and walked out with his team for a weekend off from electronics.

And then blinked as another car pulled up with May in her hiking gear and Peter got out. "Peter told me about your 'Unplugged' weekend and I thought it was a good idea."

"It's all right with me," Naruto said as Ava got out of the passenger seat and let the others out.

Now.

Morning, Queens.

Naruto and his team minus Luke who was helping Peter on patrol drove to school as Naruto turned the radio on and heard J. Jonah.

"There are rumblings that an early-morning rampage can be chalked up to the Rhino, the creature that could be the most dangerous thing to ever hit this city. But who's really to blame? The only menace seen at the blaze was the wall-crawling Spider-Man."

Naruto turned the radio off as he pulled up to the school, engine revving as he pulled behind another black car. Getting out, he saw Flash picking on another teen boy.

He's Caucasian, has black hair, glasses and a yellow shirt. He's wearing khaki shorts and red tennis shoes.

This is Alexander Sytsevich.

"OK Flash," Naruto said walking over, hands in his pockets. "Let Alex go."

"I was just asking for an assist! And this little pipsqueak started mouthing off."

"Let him go now, or do you want another round with me? I'm sure the coach would like that you got in a fight and was suspended on top of cheating."

After a moment, Flash left having Naruto help Alex up. "You OK, Alex?"

"I'm fine." He said annoyed as he stood up.

"Look, Flash is working on being better. You know what they say about a bully. It's usually more about them than you. Tell someone, that's how you stand up to a bully. That, and show them you aren't scared anymore. They usually go after the ones they can scare." Naruto said as Alex walked into the school.

Later That Night.

Shinobi, Spider-Man, and Power Man sped through the streets, Power Man on his new motorcycle the Power Bike that's larger to fit his frame.

(A/N: Look at this Ep for a better picture of the bike.)

Naruto and the others were given the mission of protecting an Oscorp train from being attacked by the new Rhino villain. Naruto then noticed Power Man speeding up close before hitting a switch before the throttle and sped down to a train yard quickly. A few minutes the others came up as Naruto caught the tail end of Spider-Man talking to Power Man about Flash's bullying.

While waiting on a bridge, the train came by having the heroes jump on it. Suddenly, Naruto saw a tall muscular human/rhino hybrid running to the train and derailed it. Power Man and Spider-Man pressed/used webbing against the car keeping them from flipping and hitting another train that was going the opposite way as Naruto tried to get the Rhino's attention.

"Whoa!" Only to jump out of the way as the Rhino tried to gore him with his horn.

Spider-Man got the crew out as the Rhino broke through a car and carried two vials of green liquid as he ran before being caught in webbing. "No! Rhino will do, uh, something to you!" He said in a deep voice as the heroes walked up to him. "Just wait!"

"And maybe more confused?" Spider-Man asked as Naruto brought a hand to his ear.

Only for the Rhino to beak free and gored Power Man away into a steel beam. Spider-Man webbed over and landed by Power Man who was holding his left leg. "Rhino gashed my leg!"

"How did that happen?" Naruto asked as Rhino picked up the vials. "You have unbreakable skin!"

"Tell him that!"

Naruto looked over his shoulder and jumped p in the air to dodge a tackle from the Rhino as Spider-Man pulled Power Man away. Suddenly, lights came on showing a jet with S.H.I.E.L.D.'s loo on it having Rhino flee.

Next Morning, Midtown High.

Naruto pulled in the parking lot after searching all night for the Rhino, only to come up empty before seeing Flash stare at his now crushed car with a message on the door.

YER

NEXT!

"You should tell the authorities that Flash, that's serious."

"I'll just buy another car! This is just some dweeb trying to scare me! Well, Flash Thompson doesn't scare easy!"

"Someone with super-strength, Flash. That is serious!" Naruto said as everyone went in.

Naruto noticing Alex going in an alley before glancing at Flash's car. Naruto went behind some bushes and quickly changed into his costume and saw Alex drinking from one of the stolen containers from the previous night before turning into the Rhino.

Naruto dashed over as Rhino walked to the school before wrapping a rope around his horn and pulled.

"Saw ya change. Who'd have thought the big Rhino was just a scared little kid?"

"I'm not little! I'm strong now!" Rhino said pulling on the rope.

"Look, kid, you can't beat a bully by becoming a monster yourself, then you're the bully!"

"I… Monster… You!"

"Yeah, not a sentence. Look what that serum's doing to you! It's reverting your brain!" Naruto said doing his best to hold the now revealed teen. "You'll be the big guy beating the little guy!"

"Just like you! Just like Shinobi! Rhino always wanted to be like Shinobi!" Rhino yelled pulling back.

"Except I don't cheat and drink a serum that rots the brain!"

"I smart. Intern at Oscorp. Learn what compound can do, so take it and change! So what if juice make Rhino less smarter?" Rhino said before pulling Naruto towards hi and punched the ninja away. "Long as I get revenge on Flash!"

Naruto got up and saw Flash walking away. "FLASH RUN!"

Flash turned and saw Rhino charging him before screaming and ran away into a school bus before Naruto hit Rhino with an electric bullet from his crossbow. "GO!" He yelled having the bus speed before a call came on his watch.

"Power Man to Shinobi! Tell Fury you need me!"

"Not a good time Power Man, don't want to aggravate that wound, I got this!" Naruto yelled before distraction Rhino so the bus could getaway.

Later, Gas Station.

"You sure Flash lives here?" Shinobi asked Coulson on his bike as he stopped at a gas station.

"According to his last seven detention notices, that is indeed Flash Thompson's address."

Inside, Shinobi appeared behind Flash who was barricading the door, scaring the jock.

"Shinobi! My folks aren't home… Hardly ever. Sorry about my place."

"I don't care where you live, Flash. I care about what you do and how you treat others." Naruto said walking to the window and peered out of the blinds.

Only for the station to shake before pulling Flash out through the roof vent. They then saw Rhino throw a car at the gas pumps breaking them and having gas spill on the lot. He then charged and hit a pole, breaking it and having it fall on the top over the pumps.

"This a working gas station?" Naruto asked Flash who was standing behind him.

"Uh, yeah."

"Damn," Naruto said grabbing Flash and jumped away as the wires hit the gas.

BOOM!

Naruto used his grapple part under his crossbow and swung them away from the explosion.

"Shinobi, you gotta do something! This is all my family has!"

"Stay put, don't act tough and get help!" Naruto ordered as he ran to the Rhino.

Naruto then used a Rasengan. (Spiraling Sphere.) to destroy a car Rhino threw before seeing Rhino charge a fleeing Flash. Naruto ran after and grabbed Flash as Power Man crashed his bike into the Rhino blowing it up

Boom!

Power Man grabbed Rhino and held him in place as Naruto turned to Flash. "Stay here, we'll handle Alex."

"Alex? What's that kid have to do with this?"

"Rhino is Alex, your bullying made him drink a serum that changed him into the Rhino," Naruto explained before seeing Rhino push Power Man back.

Naruto created two clones that threw oil barrels at the two. Naruto shot his grapple and pulled Power Man back as Rhino slipped. Naruto and Power Man then punched Rhino, Naruto adding as much chakra to his arm as he could, knocking Rhino out. He then reverted to Alex as S.H.I.E.L.D. came in. They took Alex to make sure he had no side effects before Flash apologized to Alex.

A Few Days Later, Avengers Tower.

Shinobi without his mask walked into Iron Man 'debating' with Cap about him not being able to understand technology, while Cap argued on it not being as good as human intuition. Suddenly, a holo-screen came up stopping the two as a man walked in front of a logo

Hammer Advanced Weapon System.

The man has slicked back blonde hair, blue eyes, and has glasses as well as a white suit.

This is Justin Hammer, the CEO of Hammer Industries and a rival of Tony.

"You call them Avengers?" Justin asked before circular pictures of the Avengers came up behind him before breaking it by making the gun sign with his hands. "I call them loose cannons! Hammer Tech offers better, safer high tech protection from evil, without the unbearable ego of Tony, the phony, Stark."

Justin said as various pictures of Tony in embarrassing situations trailed behind him as he showed the city of New York. "Avengers, I challenge you. Come on down and see for yourself that I can do a better job of hero-ing than you can. I'm Justin Hammer, and I approve of telling the Avengers to stuff it for a safer America."

"Someone doesn't like you," Cap said as Iron Man walked to the screen, crumbled it like it was paper, then threw it in a recycling bin that appeared by Captain America.

"A lot of people don't like me. But none of them are as annoying as Justin Hammer. J.A.R.V.I.S., get me coordinates and call the gang."

Hammer Industries.

Everyone but Black Widow got in a Quin-Jet and flew to Hammer Industries. "Hammer's a wannabe. Smart-ish. He's a weapon tech guy like I am. Only he's got no skill, talent, or tact." Iron Man said as they landed in a dessert as Justin stood at a table and umbrella with a pitcher of mango tea.

"Since when do you have tact? Why are we taking his bait?" Cap asked before pulling his cowl up.

"Because on the off chance he did build something really dangerous, we don't want a guy like Hammer running around with a bomb in his pocket." Iron Man replied as the Avengers walked out.

"And he called you out on TV," Shinobi asked pulling his mask on.

"And that."

"You accepted my invitation. Mango ice tea? I made it myself." Justin offered them the drink as he held the pitcher up.

"Whatever sad, little game you're playing, Hammer, let's get it over with so I can get back to something meaningful." Iron Man said as they stepped outside the jet.

Naruto looked to see several flying cameras around them before something tackled Iron Man. Naruto pulled his sticks out as the others did the same as they looked to see a white robot and looked like Tony's armor without a face.

"Meet the Super Adaptoid. Super-Hero of the future. It's time to put your metal where your mouth is, Man." Justin said as Adaptoid punched the billionaire.

And had In Man grab the fist. "Wow! You invented a sucker punch machine. Congrats!"

"Oh, he's a lot more than that. Go on, take a whack at him!"

Iron Man shot a beam at the bot forcing it back several feet. Iron Man then tackled into it and blew up in the air before Adaptoid flipped them and kicked Iron Man to the ground. It then scanned the others and Iron Man as he flew to stand with his team. Iron Man shot his beam at it again, only for a hole to open up on its chest allowing the beam to go through its stomach.

Adaptoid was about to shoot a beam itself before Cap sliced its arm off with his shield. Falcon flew up and shot several of his talons keeping the robot from his arm before Naruto dashed over and hit him in the head several times before kicking it to Thor whit shot a bolt of lightning at it before the Hulk dropped down on it, destroying it.

After Justin yelled at them for destroying his robot, the Avengers left, missing the robot fix itself.

Avengers Tower.

Later, Shinobi with his mask off was walking the hall after Cap wanted the intel Tony had scanned off Adaptoid as he saw it was adapting to their attacks before Thor and Hulk destroyed it.

'I wonder was Natasha is up to?' He thought walking down the hall, passing the Avengers bedrooms for when they stayed in the tower right before it shook.

Running to the living room, Naruto put his mask on and saw the Adaptoid who looks slightly different before Justin's face came on the faceplate.

(A/N: For this and when M.O.D.O.K. is using it, I'll call them by their names instead.)

Naruto saw the bot grow Falcon's wings, Thor's hammer, Cap's shield, his tonfa sticks, and Hawkeye's bow before settling on Falcon's wings. Justin went on to explain that Adaptoid copies the powers and equipment of any super-powered being before attacking.

He blocked three beams from Iron Man with two shields that hit both Hulk and Thor sending them flying before shooting a uni-beam at Iron Man. Cap then jumped up and blocked the attack with his shield. Cap them threw a bolas around the legs blowing them up.

Boom!

Only for the legs to regrow before flying off with Iron Man following. Falcon jumped and flew after as Hawkeye followed on a hoverbike.

"(Sigh.) This is gonna end badly." Naruto said before hitting a button on his watch and jumped out of the tower and dived to his motorcycle that was flying up to him.

He got on and flew after the others. After flying towards the robot, he saw the others fighting it in the air before Hulk hits it to the water by the ocean. They landed on a carrier and Thor brought lightning down on Justin's robot as Iron Man ignored Cap who had a plan for dealing with it.

Justin threw the bolt back before creating what looked like a Rasengan (Spiraling Sphere) and dashed to hit the Hulk. Only for Naruto to dropkick him in the side into the water. The others minus Cap and Naruto attacked, only for Justin to mimic and attack as well, gloating/taunting them. He then grabbed Iron Man ad flew off with Cap following.

He then tricked Justin into following him after attacking him to the Tower. Naruto followed before seeing their jet fly up into space that held both Cap and Justin. Iron Man and Thor followed after and once in space, saw Justin get shot out of the jet, slightly damaged before Thor hit him, breaking the robot up as Iron Man shot his uni-beam, destroying the chest.

Later, Naruto out of costume walked down the hall and past Steve and Tony on not being too reliant on technology.

To Be Continued.

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

Beta: Jebest4781 and Chaos-PSD.

OK as I said above had some slight writer's block and family have been visiting.

Nothing else to say.

Talk To You Later,

Lone Wolf Out.