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

A/N: OK, most of my stories are updated but Shinobi. I just wanted to go ahead and update and Shinobi will be the next update as I've explained all this free time plus not having a car just has me want to do anything but sit at the computer kinda like a kid wanting to go out when it rains.

Beta: Jebest4781 and Chaos-PSD.

Chapter XLV: Guardians Of The Galaxy.

Last Time.

"Two teams. Power, speed, and skill evenly split." Cap said to the group. "You, Thor, Hawkeye, and the Widow on one. I'll take Falcon, Shinobi, and Hulk."

"Those missiles are shielded. They have the latest evasion software. They were some of my best stuff." Iron Man said to Cap who shook his head.

"We are your best stuff."

"Well, then... Avengers, assemble!"

Each team went after a missile as Cap came up with a plan for them to each attack the missile at once with their powers/weapons. Falcon threw his feathers as Naruto threw kunai, Hulk without his brace slapped his hands together as Cap launched himself at the missile blowing it up. The other team used Iron Man's unibeam after Thor powered his suit up to just over 300%.

Later, Avengers Tower.

"Any sign of the Tesseract?" Cap without his cowl down asked Tony who was looking at the footage.

"No. Skull's smart enough to have it shielded. We won't know where it is until he comes knocking with it. You know this is bad."

"Tony, we can handle 'bad'. We're not numbers."

"Yeah," Tony said before turning the footage off. "We're Avengers."

Now.

Queens; Naruto's House, Night.

Naruto in a white sleeveless shirt and jeans walked out the back with a bag of trash. "I have no idea how the hell they do it, they don't even live here." He grumbled hearing each of his girls talking from inside before going to the trash can and dropped the bag inside.

He then turned to walk back before hearing a noise. Turning, he reached behind his lower back and pulled a combat Bowie knife, and looked around. He then opened another trash can beside the one he put trash in before seeing red glowing eyes. Taking a step back the creature stepped out before Naruto raised a hand and had a motion light turn on. "The hell?" Looking back at him is a raccoon in a blue jumpsuit holding a laser gun.

"What's your problem hairless?" The raccoon asked before shooting the knife out of his hand by hitting the blade.

"OK, seriously, what the fuck?" Naruto asked as the raccoon ate an apple core he picked out of the trash.

"This is so good! (Crunch!) Say what you will about Earth but…" He trailed off as he ate the last of the core.

"Are you a talking raccoon or did Nat and Jen spike our drinks?"

"Who are you calling a raccoon?" The raccoon asked before jumping on Naruto's face

"AAH!" Naruto screamed as he ran in a circle trying to get the animal off.

"Wait I know him," Sam yelled running up, holding a duffel bag as Naruto pulled the animal off.

"You, know him?/You, Know him?"

"This is my mentor?"

"Mentor? Oh, I do remember reading you trained in space for a while." Naruto said as the raccoon dropped down.

"Mister Rocket, what are you doing here?" Sam asked Rocket who put his hands on his hips.

"I told you I'd call if we needed you. And kid, we need you. Get your helmet and let's go!"

"Go?" Naruto asked as the two took several steps away. "Go where?"

"I'll explain later if I ever see you again," Sam replied, putting on his helmet having his costume appear.

A light formed around them having Naruto sigh. "Wait, what is going on? Maybe I can help." He walked over as they beamed up in the air and had him walk in and was caught as well.

He blinked as he saw he was inside a spaceship as Rocket started yelling at him. Naruto sighed as he glanced at his teammate. "You know I didn't see my day ending with me having to kill Sly Cooper over there." He said before the ship tilted as Rocket spoke.

"The Chitauri, we're under attack!" Rocket pulled his joystick up having Naruto fall back to see Earth drifting away.

"I'm regretting taking this job now." Naruto got up and quickly changed into his costume via a seal on his wrist.

Suddenly, the attack stopped. "Did they retreat?" Naruto asked, putting his mask on.

"No, they're making room." Rocket replied as a large ship appeared in front of them.

Suddenly, a human-like Chitauri appeared on the screen with re armor around the face and neck. "I am Korvac. Ruler of worlds. You have accord my wrath Guardian, surrender or be destroyed. You have vexed me across the galaxy Guardian, surrender now, or I will-"

He stopped as Rocket flew towards the ship firing lasers at it. "Yeah, yeah."

"I'm going out there and putting a hole through that ship!"

"No, you're not." Rocket said having Nova quiet down.

"What the hell? You fight me on almost everything but one word from Sly Cooper and you're the perfect student?!" Naruto yelled before being caught in a tractor beam and pulled on the ship. Naruto got ready as the door was cut open and showed armed Chitauri.

"We surrender!" Rocket yelled, jumping in front of the two, and dropped his gun.

"You brought me up here just to surrender?!"

"This is your great mentor?!"

"Just do what he says, he's never wrong."

"He ate my garbage," Naruto said before they walked through the hanger and into a hallway.

"Now!"

And attacked the aliens before Rocket went to a door and blew it open revealing three people, one woman, two men, and a stem in a flower pot with a face on it.

The first man is a human Caucasian man wearing a blue shirt with red lines on it under a matching coat, pants, and a helmet with a visor.

This is Star-Lord.

The next man is very muscular, has green skin with red lines around his shoulder, neck, and chest with yellow eyes that had red around them wearing black pants and boots.

This is Drax.

The woman has a muscular frame with green skin and yellow eyes. She has long dark green hair and is wearing a purple leotard with a pouched belt that has a skull buckle, fingerless gloves that reach her elbows, and thigh-high boots. She also has a blue cape with a sword on her back.

This is Gamora.

(A/N: The original Guardians before their show came out.)

"The Guardians of the Galaxy," Nova said as Naruto glanced at him.

"Are you the ring announcer?"

"You took your time furball," Drax said holding the plant.

"Hey Nova, long time no see," Star-Lord said before they took off down the hallway.

"What's the plan?" Naruto asked as he ran on the side of the group.

"One of us gets a hold of a Chitauri fire ship and uses it as a decoy," Star-Lord said as Naruto created a clone and had it run in the direction of the hanger.

"It'll send the entire fleet into chaos." Drax continued as he held the plant.

"And we'll get out of here without being blown to bits."

"Anyone, to call for backup?" Naruto asked Star-Lord who shook his head.

"The Chitauri control most of the galaxy, there's no one to call."

"I got a team on Earth, the Avengers, we've even fought the Chitauri before." Naruto brought up as he ran along the wall.

"No time they're planning to blow the Earth up." Rocket said as Naruto sighed.

"Of course they are."

They then came up to a room full of armed Chitauri. "Oh, son of a bitch!"

"There's no young male canine here," Drax said, having Naruto's shoulder droop.

"Guardian's let's kick some ass!" Rocket yelled as he started shooting with Star-Lord picking up his pistol, Gamora took her sword, and Drax picked up a knife from his back.

They all fought the aliens for several minutes with Rocket flying around via jet pack.

"I am Groot."

Naruto turned to see Drax throw the plant, having it change into a large tree-like alien being, and started attacking. They then started running down the hall before Naruto destroyed a door with a Rasengan (Spiraling Sphere.) revealing a control room before the seven attacked the Chitauri inside before Star-Lord ran to the computer to start typing.

"Gamora, can you put this puppy on an automatic collision with the sun?" Star-Lord asked Gamora who walked up to him. "We need to destroy this ship before it can destroy Earth."

"It will be my pleasure." She said sitting down just as a portal opened up having a group of Chitauri come out.

"I AM GROOT!"

Groot ran around having his arms extended to whip the aliens as Naruto and the others helped. Star-Lord then had his pistol shoot fire, having then retreated. "What's the plan?" Naruto asked before Gamora looked back at him.

"If we can't crash the ship, then we need to take out the cannon."

"I'll take care of it," Nov said before flying off as Naruto jumped ahead.

"I'll help!"

Getting to another room, Naruto pulled out his crossbow pistol and quickly hit six Chitauri with his taser bullets as Nova hit the last three knocking them out. "OK, got a plan on stopping it?" Naruto asked, looking at the cosmic hero who shrugged.

With the Guardians, they're running from Chitauri and Korvac who were in a hoverchair before Naruto crashed into him before punching him several times and jumping up as Groot ran over and punched him. "I am Groot!"

Korvac's chair malfunctioned, knocking him out as Nova flew out and hit the beam from the cannon and pushed it back in the cannon destroying it. The group ran out of the ship into the Guardian's before flying out to look for Nova. They found him floating knocked out before Naruto had his spacesuit appear on him and brought him back in the ship with Rocket.

Once waking him up, the Guardians offered Nova a place on their team before he looked to Naruto. "I… I think I'll take them up on it."

Next Morning.

Naruto stood in front of his team explaining what happened before Nova flew up after the story was finished.

"I thought to myself 'If the Earth is important, maybe I should stay here and guard it.'" Nova explained before Naruto turned back.

"OK, let's run Drill Alpha!"

"Admit it, I'm the coolest space hero you know," Nova said to his leader who shrugged.

"You're not cooler than Groot."

"… OK, You got me there."

A Few Days Later, Naruto's House.

Naruto was sitting down on his couch as She-Hulk in her jeans and a black tank top stood in front of him, hand on her hip. "OK, what's up?"

"I wanted to talk." She said having Naruto raise an eyebrow.

"Bout what?"

"(Sigh) About us?"

"Really? Is it that bad?"

"No, not that." She said looking down. "Look, I haven't had the best track record for boyfriends."

"Considering who you are, I doubt it was bad." He said before she looked up.

"Again, nothing like that. It's just… They all wanted only Jen or only She-Hulk." She finished having him shrug.

"Is one of your bodies sick and will get worse if you stay in it for too long?"

"… No."

"Is this like Bruce and Hulk and you're two people sharing the same body?"

"No, I'm still Jen. It's just I'm a little bit… Less inhibited for lack of a better word than in my regular body." She replied as he nodded.

"One last question: How come you're not wearing that sexy spandex?"

She smirked at that. "I'm doing the laundry in the back."

"Really? We got to that stage?"

"Yeah, you're the only man that'll see anything. It's one reason why I started wearing jeans. You're the only man to see my legs from now on." She said before walking over. "You really don't care about me staying in one body over the other?"

"Nope, as I said, I don't care either way."

"You don't?"

"Nope. You'll reveal Jen to me when you're ready. And I don't care you were with Juggernaut-!"

"I did not! I never did!" She interrupted Naruto.

"Alright, I believe you."

"You do? No one believes me on that."

"I do." He said standing up. "If you said you weren't with him, then I believe you. He just lied or got too drunk and thought it was you. I mean, I'm from another dimension so there's that possibility or-HUMPH!"

Naruto was suddenly pulled into a kiss before she pulled back, pulled his shirt off, and broke his belt. She then quickly undid the button before pushing him back down on the couch before crossing her arms on her shirt then pulled it off before straddling him on the couch. 'Thank God I had S.H.I.E.L.D. reinforce the furniture.' He thought before She-Hulk pulled his head to her left breast.

To Be Continued.

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

Beta: Jebest4781 and Chaos-PSD.

OK, most of my stories are updated but Shinobi. I just wanted to go ahead and update and Shinobi will be the next update. As I've explained all this free time plus not having a car just has me want to do anything but sit at the computer kinda like a kid wanting to go out when it rains.

ALSO, I'll be putting up a new poll when getting to season 3. Why? Well because not only does some time in S3 they start to focus on just Spider-Man so I'll skip those... Although for those where he does not face a member of his Rogue Gallery I'll have Naruto take his place, but ones like the Ep of Spider-Man finding the Vulture I'll just skip that.

But there are 4 Two-part episodes. (Episodes that share a name.) 2 three-part episodes and 3 four-part episodes in the last 2 seasons. And I write those out as one Ch. Now, for the 1st Spider-Verse arc I will be writing it out separately as I do plan for Naruto to go to a different world without Spider-Man or Goblin.

The poll will only have choices I and my betas want to do with maybe one added to it to keep it at an odd number to help with ties.

Nothing else to say.

Talk To You Later,

Lone Wolf Out.