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

A/N: OK, this was later than I wanted it to come out. I just took a little break from writing I'm sure for those of you who write gets that way from time to time of taking time off to play games or watch any shows/movies for a couple of days.

Though I'm not a huge gamer as I only play like 30-40 minutes a day especially during this time of year when no new games I'm interested in comes out (Unless it's bad weather out/I'm sick) and even then I go through like 2-3 days of not using my console except to watch a movie on it.

Beta: Jebest4781 and Chaos-PSD.

Chapter XLVII: Game Over.

Last Time.

"And if I thought you hadn't been through enough pain for that lie, I would be furious. But look, Sam. When you started this whole S.H.I.E.L.D. adventure, I had to give Fury my permission." Darlene said having Falcon blink.

"Permission?"

"Sam is only 17. Ah-ha. And now, you're sorry. The point is, Fury told me when you became an Avenger. And I didn't make a peep. Even when you lied about it." Darlene said having the others stare at him.

"I thought you'd be worried. That you'd say no."

"Of course, I worry. It's my job. But it is also my job to believe in you. To help you follow your dreams. To let you fly."

"Ha! Because he is a falcon. Funny!" Thor said with a boisterous laugh.

"You're an Avenger, Sam. My favorite Avenger. No offense, Hulk." Darlene said, looking at Hulk who raised a hand.

"Just keep making me cookies. We're good."

"I'll never lie to you again, mom. I promise. For real."

"I know. Okay, enough mush. Are you superheroes or what? Now, get in here, guys. All of you. I need at least one proper photo to mark the occasion." Darlene said having everyone group up. "Everybody say, 'Near-death experience!'"

"Near-death experience!" Everyone yelled as she took a picture.

Now.

Queen's Naruto House Morning.

Naruto was cooking breakfast in a white T-shirt and blue jeans before two tan arms wrapped around his waist. "Morning." Looking over his shoulder, he saw Ava leaning against him, wearing a white tank top and black panties with a red spiral on the crotch.

"Morning~" She purred as she took a whiff of his shoulder.

"You OK? You're acting like when Kraven attacked you."

"I'm fine, but I am… Thirsty."

"We're all out of milk," Naruto explained before feeling her bust on his back as her hands drifted to his crotch.

"This cat's thirsty for a different cream."

"O-OK!" Naruto exclaimed as she squeezed his groin before turning around to see her grin and clouded eyes. "Are you sure nothing's happening?"

"Yes, I'll admit there are… Times when I'm extra horny… I think the talisman power comes with a heat cycle. I think all those with animal powers have them."

Across the city, a brown-haired teen girl sneezed as she walked into the bathroom of her house before turning the shower on cold.

"I'd doubt it's that. I just don't want to take advantage of anything." Naruto said before she smiled and squeezed her left breast before tugging the shirt down and freed it.

"It's all me."

Naruto reached back to turn the stove off before picking Ava up over his shoulder and smacked her ass having her squeal. He then walked up the stairs and saw Natasha in only black panties with a red spiral on the crotch before Ava spoke. "Wanna join~?"

She shrugged, having her breasts bounce before turning to follow the two into Naruto's room. Right before Kurama in his fox body was thrown into the wall in the hall and slid down. "Damn horny vixens messing with my nap."

Tri-Carrier, Afternoon.

Shinobi was watching his team fight against the L. who are in the disguise of S.H.I.E.L.D. Agents. "These S.H.I.E.L.D. L. are rather simplistic. Yet entertaining." Iron Fist exclaimed, jumping over a laser bast before kicking one bot away.

"Sock em and drop (Grunt!)" Power Man yelled ripping the arm off one and threw it at another as Nova flew around.

"Hey! (Grunts) Are we that good? I'm barely breaking a sweat in these 'training sessions'."

"In light of a Life Model Decoy," Spider-Man said as more came up without disguises.

Nova cracked his neck at that. "Now under round two-!" He stopped as one tackled him to the ground before one wrapped itself around Naruto.

Naruto jumped up before coming down, brought his legs through the robot's legs then had it flip over before taking his knife off his belt. He then turned the red blade on before stabbing the bot in the head.

"Something's wrong. Guys is it just me or did these L. . just get L.M. Deadly?" Tiger asked, dodging a strike from a blade.

Iron Fist then looked around before speaking. "I suggest a quick retreat to assess our…" He trailed off as the training room locked down.

"Yeah. Well looks like we'll have to assess with our fists!" Spider-Man yelled, throwing an L.M.D away.

"I'm cool with that." Power Man grinned punching his palm before Fury blasts his way in with real agents before taking the robots out.

"Training's over… Meeting room now."

Later, Fury explains that a mutant techno-mage called Arcade, was behind the L. attacking and that he was decoding all codes to nuclear bombs around the world. And that he plans to unleash them all to start War World III right before Captain America enters the briefing room, and had Fury pull his gun out.

Only for Naruto to stab him in the neck with his knife having Fury fall and be revealed to be an L.M.D. "Cap and I will go and get Arcade… You guys stay here in case he tries anything with the Tri-Carrier." Naruto ordered his team to nod before walking out and gave Tiger, who was sans mask, a kiss.

Only to stop as a purples screen popped up showing 6 codes on the top row with all going through multiple pictures as well as an outline of a young man with thick hair.

"Arcade why are you doing this?" Cap asked as the picture smiled when the first code became an orange picture of him.

"Are we having fun yet? Who likes fireworks?! Ha-Ha! 24 hours and then it's sayonara! (Good-Bye!)"

Fury then stomped on the robot having the screen disappear. "I needed that."

He took Naruto who put on his mask and Captain America up to the hanger. "We don't have time going through diplomatic channels for this, We've pinpointed Arcade's location in Madripoor.

"(Sigh) Of course," Naruto said before looking at Fury. "I know you recently got a hold of Clara, see if she can at least slow him down."

Fury nodded before the two went to a stealth jet and left.

Madripoor.

When the two Avengers got a mile outside of the island, the jet suddenly nose-dived before the Arcade screen came up with a second code cracked. Cap then had them eject out before large drones flew to them. They jumped out of their seats before flying to one drone. Cap threw his shield at it before he landed on it as Naruto took his knife and stabbed one's head before both used the drones to land in the outskirts of the city.

"Cleared that level," Naruto said as Cap walked forward.

"This isn't a game."

"I've read up on Arcade, he thinks everything's a game… He thinks this is a game."

"I've played games before, I play S.H.I.E.L.D. of Honor."

"That's based on you."

"Silent for now."

They walked to the end of the street before Cap did hand signs then ran to a building and called Naruto over before walking in to see a Japanese dojo with Wolverine fighting ninjas that turned into L. before seeing them then attacked with his claws out. He tackled Cap who fell to his back then kicked Wolverine off who hit the wall. Getting back to his feet, Wolverine dashed forward and sliced at Cap's shield, only for nothing to happen.

"(Growls)" Wolverine growled, retracting his claws. "There's only one substance that can withstand my Adamantium claws… Vibranium."

"So Fury sent you too?" Cap asked having Wolverine nod and shake his hand.

"Yeah, though I could tell the difference between L. and the real thing. To be fair, you are the only person I know of that smells like authority and vintage aftershave. How'd you get stuck with him?" He asked pointing at Naruto who flipped him off.

"You too."

After explaining to Cap that Arcade is a mutant who can talk to and control tech, they were suddenly attacked by L. that looked like them before a large wrestling ring came up under them. "Shit!" Naruto cursed before reaching in his pouch and picked up three white paintballs before hitting Cap, Wolverine, and himself in the left shoulder.

"What's that for?" Wolverine asked as the room changed to them in space.

"To tell who's real!"

"Good thinking!"

The three ran forward with Cap grabbing his L. shield when thrown before throwing it back and hit the L.M.D Naruto dashed as his and used his knife to hit the robot in the head before Wolverine sliced his. 'This is like an R.P.G with fighting a dark version of yourself.' Naruto thought before an image of Arcade came up above them.

"Aloha (Hello) Heroes… And Wolverine. Arcade's the name and boy gosh golly wouldn't you know… Worldwide mischief is my game! You have no idea what you just walked into." He said before turning green. "I'm positively green with envy! So step right up wearily travelers… Welcome to Mad Land! Population: You, and them!"

Three Hulks came up having Naruto sigh. "At least it's not Jen." He said before laser guns came up out of the floor. "I got the lasers!" Naruto yelled before running and threw kunai hitting each gun that popped out.

+500 +500!

+500 +500

And had scores come up as did more when the others cut through the Hulks.

+10,000 +10,000

Naruto then jumped over and hit the last Hulk with a Rasengan (Spiraling Sphere)

+10,000

Three shirtless red Hulk's came up with glowing eyes. And had three kunais hit each one in the head before the heroes dropped down the hole that was made. And came to a war-torn city with a red sky. "Level 3," Naruto said as they walked down the street.

And came up to a hologram Arcade head with three codes cracked. "Level 3!"

"See, he's treating this like a game," Naruto said before seeing a very tall purple robot with an orange reactor in its chest.

"A Sentinel!" Wolverine growled before running at it.

"Wait!" Naruto yelled before the sentinel shot a beam at Wolverine before Cap threw his shield at it, having it bounce off and fall.

The area flashed before it showed they are now in a World War II-era town. "S.H.I.E.L.D. Of Honor?" Cap asked seeing robotic rock creatures flying to them before Naruto saw a mini-gun materialize.

"Here."

"Don't need it!" Cap said before running as Naruto started shooting the robots before Wolverine ran in slicing multiple robots.

"32 hit combo, power up!" Arcade said as he came up before the fourth code was slowing down.

'Thank you, Clara.' Naruto thought as he saw Wolverine's claws glow yellow. "This is a game! Use those powered-up claws!" Naruto said as a 6' robot came in and fired at them. Wolverine dived at the robot and easily went through its chest as a swarm came to them. "Be right back!" Naruto yelled before picking out a smartphone with a USB plug on it.

A moment went by before the Sentinel jumped down with Naruto on its shoulder holding the phone with a wire connected to its head. It then started fighting the robots with its beams. After finishing the robots, the room turned into a hologram room before the image of an angry Arcade came up. "Cheaters never prosper!"

"You sound like a multiplayer lobby, grow some balls," Naruto said, crossing his arms. "You never said anything about using Sentinels to help us out."

Just then, a large robotic head of Arcade with missile launchers came up and shot at them. Cap blocked them before Naruto saw his shield glow. "Find the weak spot, hit the launchers!"

Cap threw his shield at one launcher before Wolverine jumped up at the other and started slicing it off. A purple laser came out of its forehead before. "Cap, shield!" Naruto yelled having Captain America throw it at Naruto.

Naruto caught it before jumping at the head and putting it on the laser having the head blow.

BOOM!

The room changed to a storage room before hearing Arcade on the other side of the wall before breaking it showing he has red hair, fair skin, and was wearing goggles and a lab cat. "Hey, stop what you're doing," Naruto said, bringing his laser knife to Arcade's throat.

And had him stop just as he cracked the fourth code before calling Fury to pick them up.

To Be Continued.

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

Beta: Jebest4781 and Chaos-PSD.

I think I'll use the next two episodes since they introduce not extremely well-known Marvel characters. (And as one Ch since it's one storyline over both.) For those that did not read my EMH. I skipped the Purple Man ep. due to not liking mind control so from now for filler/one-off eps that deal with that, I'll probably skip it/have it as exposition/summery.

And will only use ones where it's important to a plot like in Young Justice TV show or X-Men: Evolution introduces a character(s) or sure the rare instance it doesn't annoy me (Especially if it's a show with not many episodes and/or don't want to skip any/too many eps.)

As in YJ, I think if the League wasn't mind control to attack Rimbor then the Kroloteans and the Reach wouldn't have gotten interested in Earth and find out about the meta-gene for s2 and that wouldn't have the meta-human ring happen for s3.

And maybe s4 may not happen (At the time of this update s4 isn't out)

And X-Men: Evo if the teens, Rogue and... Mystique wasn't then Apocalypse wouldn't have woken up.

Maelstrom Jedi will be up either later tonight or tomorrow.

Nothing else to say.

Talk To You Later,

Lone Wolf Out.