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

A/N: Sorry this was late, been busy and had internet issues and even had problems with the site as well. Even now I'm not getting the numbers over at the PM (If you have say 3 new messages there'll be a 3 beside the PM tab.)

Also for the foreseeable future, I'll be slightly busier (Most days I won't be able to get on until at least 9/10 at night) but that shouldn't affect the stories/chapters that use 1 episode for the Ch but the times I'll use multiple eps/movies/multiple issues of comics/games storyline (As that doesn't go by multiple episodes) might be short delays in updating that story/Ch.

Also, remember to vote in the next story poll if you haven't! So I won't forget if there's a tie/top choices are very close together by the time I get halfway through s3 I'll do another of the top 21 when uploading the chapter that has episode 13.

Beta: Chaos-PSD.


Chapter LIV: Proving Grounds.

Last Time.

They flew over as Zartra saw them, and put the crown on having her eyes glow green before a large whale with arms and legs came out of a cave, eyes also glowing.

"Giganto."

Giganto started sucking water in before Naruto was pulled in while Black Widow held onto a rock as she called the Avengers. She dodged Giganto before Naruto appeared beside her just as the Avengers, all but Thor and Hulk having scuba suits on with Thor and Hulk just having a mask.

Each group fought each other for several moments before Hawkeye knocked the crown off Zartra before Widow got the crown. "You are Avengers?" Zartra asked before explaining she wants to overthrow Attuma fr peace with the humans.

"Stand down." Widow said before an eel grabbed the crown and swam over to Attuma who put the crown on.

Only for Naruto to tackle him and grab the crown before tossing it back. Zartra got it and had Giganto attack Attuma's group into retreat before Hawkeye trapped Attuma.

"Thank you, noble Avengers," Zartra said, taking off the crown and handing it to Naruto.

"We'll make sure no one uses this. And I know Attuma has a daughter, try talking to her, maybe she'll help. And don't hesitate to call us for help."

Zartra nodded as they each went their separate ways.

Now.

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

"You need my satellite for what?!"

"Oh, nothing big Fury." Iron Man said with his faceplate up. He then brought up a screen of Skull's ship exploding. "Just the most dangerous weapons might be on Earth." He then paused it at the explosion and had a picture of the Power Stone come up by the ship. "There." He then had a green stone, a purple one, a light blue stone, and a yellow stone come up as well.

"Your instruments picked up 5 energy spikes when the ship exploded. That means five Infinity Stones. Not just one."

"At that altitude, they could have scattered halfway across the entire world." Fury commented, crossing his arms.

"Can you track them?"

Shinobi glanced to see a Caucasian man in a grey S.H.I.E.L.D. uniform with brown slicked back hair and graying temples.

"Kyle Richmond. S.H.I.E.L.D.'s new Director of Interstellar Operations."

"See what happens when you don't get code names? Fancy made-up titles." Hawkeye said, crossing his arms.

"It's an honor to meet you all, especially you, Sam," Kyle said, walking up to shake Falcon's hand.

"It is? But I'm nobody special." Falcon said before turning to the screen. "It looks like each stone radiates a slightly different wavelength. I could write unique tracking algorithms for each one." He explained as Kyle walked up beside him.

"Impressive deduction."

"Imagine how dangerous four more stones like the Power Stone would be in the wrong hands. These energy signatures suggest we're dealing with variations between them…" Iron Man explained before Kyle pulled Falcon away as Naruto glanced over and added chakra to his ears.

"I've worked at intelligence agencies all over the world, so it means a lot when I say your S.H.I.E.L.D. casework really impressed me."

"Thanks, but I didn't even finish the training program."

"Your time as an Avenger more than makes up for that. I'm putting together a new team, and I'd like you to be on it."

"That's flattering, but I'm an Avenger. There's no team in the world I'd rather be a part of." Falcon declined the offer before Kyle raised an eyebrow.

"Don't you get tired of feeling redundant?"

"Redundant?"

Naruto then turned his attention back to Iron Man. "With five of these stones, Thanos could conquer an entire galaxy without breaking for lunch."

"Then let's make sure you find them before Thanos or anyone else does." Fury spoke up looking over at Iron Man before Kyle looked at Falcon.

"The Avengers already have a genius with a flying suit of armor."

"Yeah, but Tony and I work together.… On stuff."

"On my team, you'd stand out," Kyle said before the carrier shook.

Boom!

"Ow. Watch it, you big gorilla."

Hawkeye yelled out as Hulk fell on him.

"We're under attack. Battle stations, everyone." Kyle spoke up before Naruto raised a hand.

"Hold it. It's not an attack, it's an internal malfunction." Fury then walked up to Kyle before speaking.

"I make the battle stations call here, Richmond. Everyone, battle stations." Iron Man then turned to the screen as the carrier tilted down.

"We're falling fast. We could try a crash landing, but the great city of Chicago is in the way." Iron Man said as a computer voice spoke.

"Impact in two minutes."

"Avengers, assemble! We've got 90 seconds to stop 200,000 tons of Tri-Carrier from leveling Chicago." Iron Man ordered as his faceplate dropped.

Falcon then had his plate come down. "The main power systems are disabled, so we need to override the-"

"Power's out. We need to go manual. Hulk, Thor, get topside. Spin the turbines." Iron Man ordered Hulk and Thor who nodded.

"Aye, like they've never been spun before."

"Hawkeye, be our eyes. Get to a place you can see. Shinobi, Cap, Widow, work on the steering. I'll jump-start this thing." Iron Man said as the three ran.

"What do you need me to do?" Falcon asked Iron Man who opened a hatch on the floor and dropped down chest high.

"Cross your wings and hope we can crash in lake Michigan. Otherwise, I need you as my backup."

A few minutes go by before the carrier was leveled as Cap and Naruto looked over. "Tony, ready when you are."

"Another second. Let me check the systems."

"Have a seat. Your team's got this."

Falcon looked over to see Kyle was standing beside him. "We're out of seconds, Tony," Naruto said, pulling on the steering stick.

"Working as fast as I can-AAH!" Iron Man shot up into the ceiling before falling on his stomach.

"Is there a clear stretch for a landing?" Fury asked, looking over his shoulder.

"Hope you brought your swimsuit." Widow joked looking at a console before landing in the water.

"So much for not getting fried." Iron Man said getting up before the others joined back up before Fry looked out the windshield.

"An incendiary device blew the engine's superconductor ring from the inside."

"Could have been a diversion. Data theft?" Widow asked as she sat at a table with the other Avengers.

"Looking into it. But it'll take days to comb through. The engine damage is extensive, so, as of right now, S.H.I.E.L.D. is grounded."

"Fury, security footage shows nothing," Kyle said looking at security footage before Falcon walked over.

"You're looking at it the wrong way."

"They handled that pretty well without you, Sam. If you joined us, I'd put you in charge of tracking down those other stones." Kyle whispered as Falcon typed. "You'd be the boss.

"Gotcha. Someone was in the engine room." Falcon spoke before a heat signature of a man with wings came up.

"A man of fire. It was Dormammu." Thor spoke holding up Mjölnir.

"It's not Dormammu. That's a thermal image. It shows heat signatures?" Hawkeye explained to the Asgardian.

"I knew that," Thor replied, crossing his arms.

"I can use this silhouette to create a digital sketch," Falcon said as the heat signature turned into a Caucasian man in a black suit and cowl with gold gloves, boots, and hawk symbol on his chest with red wings.

"Holy shit," Naruto said, having the others look at him. "That guy's one of the holograms I saw on Hyperion's ship when he first came here!"

"Then we need to treat him the same." Fury said looking at the picture.

Later, Tony was looking at files of criminals before Sam walked over. "Tony, question. You're a tech wiz like me. You and Thor both fly. Hawkeye and Widow have S.H.I.E.L.D. training like I do. Naruto's a ninja with powers. Why do you guys need me on the team?"

"'Cause no one else's mom makes cookies." Tony joked before seeing Sam's face. "Hmm. You know why you're here, Sam. What's this about?" Tony asked before an alarm went off and a video of robots attacking people came up. "Duty calls. We'll finish this chat later, I promise. Until then, let's put down some HYDRA robots."

Outside, Naruto shot missiles from his bike hitting several robots before Hawkeye flew overhead on him. "Ugh, HYDRA again? I'm so sick of these guys. And what would they possibly want with the Museum of Natural History?"

I'm sure they're just doing it to irritate you, Hawkeye. Or maybe their lobby needs a stuffed woolly mammoth." Iron Man joked as they flew to a museum.

"If I had to guess what Hydra's after, there's a vault underneath," Widow spoke as Naruto nodded. "Yeah fought Drac back in October for an artifact that was underground. There are ancient artifacts from other realms too."

"Thor and Hulk, keep them out of the vault. Cap, Shinobi, Widow, Hawk, you're with me on the street. Falcon, clear any civilians."

"Widow?" Falcon spoke, getting the spy to stop and turn to face him.

"There a problem, Falcon?"

"Is this where they store the Norn Runes?"

"According to the S.H.I.E.L.D. database, yes. Why?"

"I researched them-" Falcon stopped as Iron Man spoke up.

"Falcon. Civilians, now."

"Civilians, I'm on it," Falcon replied before flying to have the crowd disperse.

Inside, Thor flew into the vault and looked down at the robots as one picked up two stones and placed a small device on it "Cease, robot." Hulk and Naruto dropped down as well before the two devices went onto Naruto's belt and Mjölnir.

"What the hell?" Naruto tried prying it off only for nothing to happen as Hulk tore the robot in half and had pink fluid get on him.

"Aw! What is this? Now I gotta shower!"

Suddenly, the devices on both Naruto and Thor lit up before both were pulled into portals that opened up.

Outside, the others dealt with the robots and had the pink fluid get on Hawkeye and Cap. "Ugh, what is this stuff? Totally gonna stain."

"Never seen it before. These aren't standard issue Hydra robots."

Falcon ran over as Cap put his shield on his back. "They're not Hydra robots at all."

Iron Man glanced over before looking towards the fluid on Hawkeye before scanning it. "Well, the odor is certainly attention-getting. Looks like it's non-reactive.

"Unless you have gamma radiation in your cells, then it's a nerve agent," Falcon explained as the others turned to him.

"Hold on, did you say 'gamma radiation'? Hulk…" Hawkeye asked as Hulk walked over woozy.

"Hey, guys, I feel weird…. Heh-heh-heh!"

"Is Hulk giggling?"

Hulk then walked up to Hawkeye and hugged him. "Aw, this guy. I love this guy. Arrows. Ha-Ha-Ha!" Hulk then fell asleep at that falling to the ground.

"Okay, first Thor and Shinobi bail to Asgard, and who knows where now Hulk thinks it's nap time," Hawkeye spoke as Falcon shook his head.

"No. There's a rune hooked to Thor's hammer and onto Naruto that sent them flying through the nine realms like a train with no brakes.

"Hey, my comm's fritzing. You guys getting this?" A sleepy Widow asked, touching her comms.

"Sambuca."

"Oh…" Widow fell to the ground as well but Cap caught her.

"Natasha?"

"She's in programmed sleep. When Widow was a spy, the Red Room planted a post-hypnotic trigger word that would neutralize her. She won't wake up unless we find a counter trigger." Falcon explained as the others looked at him before Iron Man spoke.

"How did you piece this together so fast?"

"Someone's taking down the Avengers one by one."

"Yeah, we kind of picked up on that part. Who?"

"It's me," Falcon said before Iron Man stood.

"You're taking out the Avengers?"

"Not me, exactly. See, when I was training at S.H.I.E.L.D., I laid out a series of countermeasures to take you all down."

Hawkeye looked over as he stood up. "What? You mean you've got an 'anti-Hawkeye' plan? Eager to know what that plan is." Hawkeye spoke just before a bazooka missile was shot at them.

"Incoming!"

Hawkeye took out an arrow and drew it in his bow as Falcon turned to him. "Stop. It's a-!"

"AH!" Hawkeye yelled as the arrow exploded and knocked him onto the ground.

"Booby-trapped arrow."

Falcon flew up and sliced the missile and had it fly off into a building having the lights go out. "Well, that was interesting. Whoever shot that rocket left without saying goodbye, or leaving anyway to track him." Iron Man said after he flew up and saw the area the missile was shot from was empty.

"That rocket was meant for you. Carried a broad range E.M.P. to disable your armor." Falcon explained as he dropped down.

"And you designed all this?"

"I got an A?"

Avengers Tower.

"Now, what exactly could be strong enough to take out Hulk?"

Iron Man asked, looking at the fluid in a microscope. "Jarvis, get cracking on an antidote for this… Jarvis? You there, buddy? Really?" Iron Man asked, looking up at Falcon. "Your plans took out Jarvis, too?" Suddenly, Naruto appeared before taking a kunai out and cut the device off him before it disappeared just as Thor appeared and disappeared. "Yeah. Explanation time."

"When I was at S.H.I.E.L.D., some people worried what would happen if you Avengers got mind-controlled and turned on us." Falcon sighed as Iron Man placed his hands on his hips.

"They wanted a contingency plan. Smart and creepy."

"Fury chose me to lay it out 'cause I know more about you guys than anyone. You were my heroes."

"And someone stole your plans? Well, we stopped the E.M.P rocket. Looks like I survived. And Naruto took out his device." Iron Man said as Falcon nodded.

"But that wasn't the only countermeasure for you. And they used Thor's on Naruto as we couldn't find or make anything that would mess with his powers."

"Chakra!"

"I also designed a pheromone spray that would attract thousands of tiny bugs into your armor," Falcon said to Iron Man who shuddered and took off pieces of his suit.

"Uh, gross. Why?"

"All those insects crawling over the circuits would short them out. It's odorless, so you could have been sprayed already."

"Uh. Ugh."

"What about me?" Cap asked as Falcon looked over.

"I designed a high-frequency grenade that would resonate with the Vibranium in your shield. It would knock you out and swallow you in a bubble of vibrational energy."

Captain America nodded and put his shield onto the table. "Then I'll avoid using the shield. I've managed without it before."

"Look, guys, I know I blew it, but I'm coming up with solutions to the countermeasures. First, I have to kick start J.A.R.V.I.S."

"Sir?" The A.I. spoke up, having them lookup.

"Whoa, that was fast."

"Jarvis, you're back. What happened buddy?"

"An intruder, Sir. He's after something called the 'Helio-Cube'." J.A.R.V.I.S. explained as Tony went to the computer.

"Hyperion."

"He's not smart enough to pull this off. Even with Falcon's plan." Cap said as Tony went to the wall and opened a console.

"Hyperion's Helio-Cube is a self-replicating nano-tech device that helped build his citadel." The wall opened and Tony pulled out a grey cube. "This is what our mystery friend is after."

"Sir, there's one more thing."

Suddenly, the man who attacked the Tri-Carrier rolled in and hit Tony's chest with a blast. "I've turned your ARC reactor into an electromagnet."

Naruto tackled the man out of the room as Falcon looked over as metal tools started sticking on Tony. "Tony, you need to shut down your ARC reactor."

"Stop my heart? Sure, easy. Duck."

Outside, Naruto hit the man into a wall. "You attacked us, why? To help Hyperion?"

"My name is Nighthawk, and my goal is the same as yours, to rid the world of evil. We simply differ on our definition of evil."

He then hit Naruto with a large stun gun shocking the ninja before headbutting him. And ran back into the room. He grabbed the device and threw Cap's shield at Falcon. The war hero jumped to grab it and had a bubble encircle him. He then threw a bolas at Falcon, shocking him as it wrapped around his chest.

He touched the cube and had it glow before shooting out into the city before landing in the bay before growing into a ship and had a laser come out and started cutting the ground, moving towards the city.

"Hyperion didn't use the citadel to its full capacity. It's a warship. People won't kneel before you until they're sure they have no choice. If your country doesn't accept me as its new leader, I'll just dissect New York like I dissected the Avengers."

Nighthawk then went to a computer and broadcast his message. "Attention, citizens of the United States. S.H.I.E.L.D. is crippled. The Avengers are destroyed. There is no one left to save you but for me. Submit to my rule, or lose one city every hour, starting with New York."

Naruto then grabbed him into a sleeper hold before pulling his tonfa stick and hit Nighthawk in the chest several times. Naruto then ripped off his cowl revealing Kyle Richmond. "You're Kyle Richmond?"

"No. Kyle Richmond's just a disguise. Even S.H.I.E.L.D. can be hacked. I am and always have been, Nighthawk. The Citadel sent out a signal, the rest of the Squadron's on their way here!" 'Kyle' freed an arm and fixed his cowl back on before Naruto dropped down and slammed his head onto the floor.

Naruto and Falcon, who freed himself, ran to the console and started typing on it. "This alien tech can't be that hard to decode."

"Looking for a manual fail safe? There isn't one."

The two looked to see that Nighthawk was standing up before being hit by a beam. He looked to see the other Avengers standing by the door as Falcon raised an eyebrow. "How?"

"Turns out you did get the real Jarvis back online. He used your solutions to revive the team. Even I'll admit, kind of brilliant.

"No hard feelings?"

No, of course not." I love it when arrows explode in my face."

Just then, Hulk and Thor appeared before Hulk smashed the run. At last. Midgard. "Well, Nighthawk, looks like you can't beat us even with Falcon's cheat sheet." Iron Man taunted before firing an unibeam at Nighthawk.

Hulk and Thor then jumped/flew out to start destroying the ship before the laser dropped down as Falcon punched Nighthawk and knocked him unconscious.

Avengers Tower.

"I know what you guys are going to say, and you're right. I messed up. I don't deserve to be an Avenger." Sam said holding his wings jet pack.

"If you quit now, you'll be one day shy of your anniversary on the team," Tony spoke as Hulk held a large chocolate cake with a bite in it.

"But I... you're not... I don't, I don't know what to say. You forgive me?"

"Any hero smart enough to take down the entire team needs to be on it," Naruto said, crossing his arms. "When Strange helped me get back home, I saw several universes' where an evil version of the Avengers took over the world or a version where they got corrupted by power, or snapped after something terrible happened and did the same. Having a plan to take us down is smart."

"So, you're not mad?"

"I'm always a little mad," Hulk said with a snort.

"You want to know why you're here? Because you're the smartest guy I know. You proved that today." Tony said, putting his hands on his hips.

"You make us all better Avengers," Cap spoke up after Tony as the two walked over. "We need you to make this work."

"We also need you to create tracking algorithms to find these Infinity stones. Not that I can't. I just want to see how you would do it." Tony said, having Sam nod.

"Then let's get to work."

Tri-Carrier.

"You think you're a genius? When it comes to the Avengers, you'll never be one step ahead." Fury said to Nighthawk who was sitting in a cell.

Nighthawk then stood and walked to the glass wall. "I'm always one step ahead." Suddenly the back wall exploded revealing Hyperion. "Right on time, Hyperion. Let's round up the team."

A Few Days Later, Avengers Tower.

"You won't get anything out of him. Guy's lost his marbles."

Shinobi, Captain America, Tony, and Hawkeye walked down the hall towards Red Skull's cell. "He lost more than that. The Infinity stones are out there. We need to find them, Hawkeye." Tony replied as they walked into the room.

"Careful, Tony. If there's one thing I've learned all these years, never let your guard down on Red Skull for a second." Cap spoke as they got to the circular cell.

"That was the evil-mastermind Skull. This is cosmic brain-fry Skull. I prefer this one."

Naruto noticed Skull was writing on the wall with various scribbles forming a circle with lines on the sides and top and bottom. "Yeah, yeah, yeah."

"Skull?"

"Huh?"

Tony held a tablet to the glass showing the ship he was in. "Your Infinity stones are playing hard to get… Except for this energy Spike." He explained bringing up a spiked wavelength. "Either you lost your cell phone, or this is some kind of homing signal." He finished as Skull muttered.

"Time!"

"Great. Got him all riled up. Any other brilliant ideas, Tony?" Hawkeye asked as Tony looked over to the scribbles and saw some made words in a circle.

''Time.' 'Space'. 'Power'. 'Mind'. 'Reality'.' Tony thought before speaking. "He just gave me everything I needed. Thanks, Skull."

Tony then walked out as the three other heroes looked at each other. "Did you know Tony speaks gibberish?"

Quin-Jet Ocean.

"Reality, mind, power, space, and time."

Iron Man spoke looking at a picture that highlighted each word in the scribbles. "Heard you the first 10 times. That's a list of every subject you're a Doctor in?" Hawkeye asked, leaning back in his chair.

"They're the powers of the five infinity stones. I've been looking at this wrong. It's not where the Time stone is..."

"But when it is. Awesome!" Falcon interrupted from his spot as Iron Man brought up holograms for everyone to look at the picture.

"As long as it doesn't send me back in time," Naruto said before Cap looked over.

"I try to draw strength from my past.

"History is filled with glory," Thor exclaimed holding up Mjölnir.

"You kidding? History's a series of bad ideas we are now improving on." Iron Man spoke up as Naruto looked over.

"Come on, Tony. Even you have to see value in where you've come from. You wouldn't be who you are today if not for your father creating your company. Or hell is Iron Man if not for stuff you did."

"I'm a man of the future. Cap's a nostalgia guy. It's okay. Keeps you interesting"

"Fascinating conversation, but we're here," Widow spoke from the pilot seat before everyone got on the top as she put it in hover.

Iron Man flew up and held out his hand. "Okay. If my calculations are correct, and of course they are, the Time stone should reappear right here. In three, two, one." A flash of light appeared in his hand before an orange stone fell in it." And look at that. Right again." The stone then flew into his arc reactor having it glow orange and powered down his suit "Aah! Why do I always have to be right?"

"Jarvis, reboot! Jarvis!" Iron Man yelled as he fell towards the ocean.

"This is why Asgardian armor requires no batteries." He flew down and grabbed Iron Man before flying up and saw orange portals open up having Dimorphodons fly out.

"Dinosaur attack?" Naruto asked before ducking under a swipe and threw flash-bang tags at them. "No, thank you!"

"Love dinosaur attacks." Hulk grinned as Thor looked around.

"And I wasted my time-saving Iron Man?" He threw Iron Man onto the jet as the others fended off the dinosaurs.

"Excuse me?" Iron Man asked as he landed in a heap.

"I haven't fought a dinosaur in weeks." Thor grinned as orange energy shot out of Iron Man's arc reactor in a shock wave.

"Not again." The wave hit the dinosaurs and had them disappear after Thor threw his hammer at one and nearly hit Hulk.

"Watch where you throw that thing!"

"Any explanations, Einstein?" Widow asked Iron Man.

"Either we just stumbled into some awesome amusement park, or I accidentally ripped a hole through the fabric of time."

"Can you repair the rift?" Naruto asked while pocketing his kunai.

"Have you met me? Of course, I can. Just gotta get the stone out of my ARC reactor."

"Reboot," Thor spoke as he spun Mjölnir. "These are the times you always proclaim, 'reboot'!"

"Tried that. Didn't work." Iron Man replied, voice cracking. "Something's seriously wrong."

"Uh, yeah, with your voice. There a problem with your speaker?" Hawkeye asked, having Iron Man clear his throat before speaking in a slightly higher pitch.

"Better?"

"Nope."

Avengers Tower.

"The armor is perfectly functional, Sir, but it doesn't recognize your specific body signature. It thinks someone else is in the armor."

J.A.R.V.I.S. spoke as Iron Man was scanned while laying on a table in the lab. "Who does it think I am? Get it off me. I'm so done with this."

"Don't you think you're being a little impatient?" Cap asked, looking at the prone billionaire.

"You get trapped in a tin can, and we'll see how patient you are. Hulk, faceplate. Off. Now."

"It's gonna get crushed," Hulk said while walking over.

"I don't care! Just get it off me!"

Hulk grabbed the plate, pulled it off, and crushed it. The others looked down and gasped as Tony was a teen without his beard. "Tony's beard!"

"Worst... Day... Ever." Tony groaned before J.A.R.V.I.S. spoke bringing a mirror down.

"It appears you've reversed-aged into a teenager, Sir."

"I have eyes, Jarvis."

"You wanted to know why the armor didn't recognize you. It was designed for an adult Tony Stark."

Another orange shock wave shot out of Iron Man having the others shield their eyes before opening them to see Tony slightly de-aged.

"What's causing these shifts?" Cap asked, looking at the younger Tony as Falcon looked at his heart rate on a screen.

"His ARC reactor's attached to his heart. Maybe heart rate triggers it."

"Not worried about the why, guys. Worried about the, 'how do I stop this'?" Tony asked, looking around. "These time blasts have to end before I... Is that a zit?"

"Every time that stone de-ages you, the temporal waves draw in stuff from other eras," Falcon asked before Naruto brought up a news report showing Tyrannosaurus Rex attacking the city.

"Ooh, a T-Rex!"

The Avengers minus Cap and Tony ran out and started attacking multiple T-Rex and Triceratops before Hulk roared at one, scaring it away.

"Wow. That was impressive."

"Speaks my language."

They continued distracting the dinosaurs as robots appeared after another shock wave hit having Hawkeye fire arrows at them before another shock wave hit having black missile-shaped airplanes with the propellers on the back appeared. "So, that's what happened to the lost HYDRA squadron," Falcon commented, seeing the planes as Hulk landed by him.

"Should've stayed lost."

Naruto flew by on his motorcycle shooting at the planes and hit several windshields and hit the HYDRA soldiers. After fighting for several minutes, another wave went by and everything that wasn't part of the current time disappeared before hearing Tony's adult voice.

"I've contained the Time stone. That should solve our problems."

They all went back as Tony explained that the time stone fixed Skull and had him and Cap fight the villain off before capturing him again and put the stone in a container that was like the one the power stone was in. "One Infinity stone down. Imagine if Thanos got his hands on this thing." Widow commented looking at the cylinder the stone was in.

"He'd probably do worse than send me back to grade school."

"Any clue why there's a bilgesnipe in our stairwell?" Hawkeye asked, walking in as Thor sighed and walked out.

"Who let Bilgy out of my room?"

A Few Days Later Utah Desert.

Several A.I.M. trucks and dune buggy's one truck with a rocket on the bed drove down a dirt road before one of the A.I.M. scientists that were at the rocket's controls saw Hulk dropping down. "They're coming!"

Hulk landed and had several trucks crash. "Fall back to base. don't let them get the missile!"

Thor flew by and caught one truck as it spun off a cliff. "Thor, are you serious? Everyone knows cape's stupid!" Hulk yelled, having Thor chuckle.

"Ha! Says the Avenger in short pants!"

"Ground troops, form a perimeter! There are only two of them!" One scientist yelled as a group of A.I.M. scientists ran out with guns.

And were hit by Cap's shield bouncing off of them before being caught by the hero who was on an overturned truck.

"This competition has no winner, guys."

"Of course, there's a winner!" Hawkeye yelled as Falcon dropped him down shooting arrows. "The one with the coolest sunglasses!"

"Reduce power!"

"Are we arguing over who has the best uniform again?" Widow asked as she rode in the passenger seat of Naruto's car while he hit a button and had twin.30 caliber machine guns come out of the grill.

He shot at the tires of the trucks as Widow leaned out the window and shot her stingers. Shifting into a higher gear, Naruto drove to the missile and then hit the brakes to drift between two men, having Widow jump out onto the roof and jump onto a man. She then quickly got to the other and knocked him out.

Falcon threw talons at the controls shorting it out before hovering over the man who jumped out of the way. "Any Avengers gear is better than those A.I.M. Uniforms. Blinding yellow?"

Naruto dropped down on the man knocking him out as Iron Man hovered down. "Good work team. No shock here. Perfect score." He said looking at a percentage monitor he brought up.

"I knew you had video games in that armor. Tell the truth. When you're talking to Fury, you're mostly playing games." Hawkeye spoke up, jumping down to Iron Man and the others as they grouped up.

"No! Sometimes. But this isn't a video game. It's a performance monitor, and we're operating at 100%. Maximum capacity."

"Maximum?" Hawkeye asked, putting his bow away. "We can always do better."

"You're mathematically challenged, Hawkeye. 100% is 100%!"

"You and your math. Mind over matter, Tony. There are variables a program can't determine." Hawkeye spoke, crossing his arms.

"My program can." Iron Man said, faceplate raising.

"Can your program determine the best uniform?" Thor asked as a black jet landed.

"Good morning, S.H.I.E.L.D." Iron Man said as helmeted men dropped down and aimed their guns at them. "Got it under control, guys. One A.I.M. Squadron ready for pickup. Hey, you want to watch where you're pointing that?"

One man shot Iron Man before several tri-pronged kunais appeared around the agents b before a black blur knocked them all out before Naruto dropped a rifle he picked off one man.

"Regroup at the jet!" Cap yelled out as the others ran to the jet, Naruto driving his car onboard.

"Whoa! They sent the whole Tri-Carrier?"

Falcon looked up to see the Tri-Carrier before more jets flew off and aimed at them firing as Cap walked out. "How did we make S.H.I.E.L.D. so angry? Tony, tell me your suit's back online.

"Just barely. This has got to be Hawkeye's fault."

"Hulk! I believe this is called a set!" Thor yelled as he hit one jet, having it fly to the Hulk who grabbed it and slammed it down as the pilot ejected out.

"Spike!"

As the others dodged attacks, Widow came down in a stolen jet having all but Thor and Hulk get on. "Thor! Hulk! Give us some cover!"

"Cover you shall have!" Thor said as the two attacked jets

"In all likelihood, S.H.I.E.L.D.'s been compromised," Cap said as they flew to the Tri-Carrier and landed inside.

"This is an unscheduled landing. Identify yourselves!"

Everyone but Naruto walked out and attacked. "We're here to see Fury, guys. Not you!"

"Intruders!"

"Careful! S.H.I.E.L.D.'s still our ally!"

"Do they know that?" Hawkeye asked while shooting a smoke arrow having everyone escape and ran into Fury after locking the doors.

"Looking for me?"

"Fury, I'm giving you 10 seconds to explain what's going on here."

"Your operations have defied more than enough international laws. I'm shutting the Avengers down and taking you in." The group got ready to attack before Cap raised a hand.

"Let's hear him out first. Fury could have some valid points."

"Look, Stark. I don't like being in this position either, but my superiors promise there's still room to negotiate your sentencing. Public sentiment about the Avengers has changed in recent times. Your conflicts with the Cabal were reckless." Fury said, taking them to the main room.

"You say 'reckless'? I say, 'saved the world a dozen times over.'"

"That's not how S.H.I.E.L.D. sees it, but more importantly…" Fury trailed off, opening the door showing M.O.D.O.K. in the room with agents and a blue stone on his forehead.

"That's not how M.O.D.O.K. sees it!"

"(Whistle!)"

Naruto dropped down as M.O.D.O.K. looked up and was hit with a Rasengan (Spiraling Sphere) hitting the stone off his head before Naruto sealed it in a scroll.

Avengers Tower.

"Stark, it's far too dangerous. The Mind Stone should be in S.H.I.E.L.D. 's hands, not holed up in your tower." Fury via a holo screen to Tony Naruto, and Hawkeye.

"Public sentiment about S.H.I.E.L.D. Has been changing in recent times, Fury. M.O.D.O.K.'s invasion alone…"

"Was an anomaly! Security has been reestablished."

"You also have villains there that have hypnosis or mind control powers, if they were to escape as Nighthawk did. There's no telling what damage they could do." Naruto explained as he put the stone in a container.

"You were totally playing video games the whole time, weren't you?" Hawkeye asked as Tony smirked.

"New high score."

A Week Later.

Several large spider robots crashed through a building, having a little girl who was walking her dog scream. "Help! Anyone!"

Hyperion flew down into one robot destroying it, having the people cheer. "Well, what do we have here?"

"Hyperion. My hero."

"That is one cute dog."

"Your charm alone isn't going to destroy the other two robots, Hyperion."

Hyperion looked to see that Nighthawk had shot a grappling hook to another robot. "Stay focused on the mission at hand."

"There's focus, Nighthawk…" A woman yelled running on a rooftop holding a sledgehammer.

She is a tall, muscular woman with fair skin tone and long straight brown hair that reached her lower back and in a braid. She's wearing a form-fitting purple battle armor that highlights her physique through the costume and a gladiator-like helmet that covers her face, excluding her eyes and mouth with a curved blade at the top of it.

"And then there's this!" She jumped and hit one robot into a building.

"Well done, Zarda, but behold true power."

She landed and looked up to see a man in a costume. It's a black mask with yellow around the right eye and orange on the left. The right side is orange with the left yellow. He also has black gloves, the left one having a yellow stone in it and black boots.

He was then hit into a building before a man sped down the road. He's wearing a suit that is dark blue on the cowl and shoulder with red lens. The mouth is opened showing he has dark skin. The chest and arms are red with a yellow line separating the blue with blue gloves and pants with red boots.

"Hey, Dr. Spectrum, I got your true power right here." He said running around a robot's legs joined until they broke.

"Thank you. Go, Squadron!"

"All in a day's work for the Squadron Supreme, Earth's mightiest heroes," Hyperion said until he saw a blinking light in the rubble. "Guess these things didn't get the message they lost." He then hit it with his lasers as Nighthawk looked back.

"Hyperion, no!"

A red energy bubble formed around the group and shrank pulling them together before they heard laughing.

"Iron Man!"

They looked up to see Iron Man in a black and gold suit.

"Of course. Who did you expect? A good guy? Fell for the old 'trick robot' bit, huh? You might be Earth's mightiest heroes, but you're clearly not Earth's smartest."

"Do it, Spectrum. "Nighthawk ordered as Spectrum had his stone light up destroying the bubble. "Speed Demon."

"On it, boss."

Speed Demon ran off as Iron Man hovered. "Okay, so my electro-cage has some design flaws." He fired blasts at Speed Demon who dodged each one before running back, ran up a building, then jumped off to hit Iron Man with an ax handle punch.

Iron Man fell and was hit by Zarda and then tied by Nighthawk who shot a grapnel at him. "I'll never know why such evil lurks in the hearts of men like the outlaw…" Hyperion trailed off before pulling the faceplate off showing Tony's face. "Tony Stark."

The crowd booed at Tony who shot an unibeam cutting his ropes and hit the faceplate out of Hyperion's hand. "I'll take this as my cue to leave."

He used his thrusters to fly back and stood as his faceplate came back on, "I've got him." Spectrum yelled, holding his hand out as yellow energy formed.

And was hit by Iron Man's unibeam having the energy form waves and showed the Avengers with Iron Man in his regular armor standing beside him. "Huh? Those other villains.

"What is this? J.A.R.V.I.S., tell me I didn't just lose my mind?"

"Unfortunately not, sir. That was a dimensional anomaly of immeasurable power."

Zarda jumped over having Iron Man shoot one of the robots, having it explode as he flew away while Spectrum struggled before containing the energy. "Not good. Stark saw everything." Nighthawk spoke as Spectrum held his hand before looking up.

"He won't remember what it means."

Iron Man's Hideout.

"Ever have an itch you just can't scratch?" Iron Man asked, bringing footage up of the anomaly before his faceplate lifted. "I just got one in my brain. Am I looking at the future? Another reality?

"Sir, there's no reality where you'd choose that outlandish color scheme for your armor."

"Or work together with those clowns. Pull up the files on public enemies two through eight." Iron Man ordered having another screen come up with J. Jonah on it as well as pictures of the others sans Captain America.

Thor has gold instead of silver on his armor, Hawkeye has a red arrow and red sunglasses, Hulk has a mohawk, Widow has pale skin and dark makeup on her eyes, Shinobi has his costume in light grey and Falcon has purple armor. And another picture came up of a blurred man in a black suit holding a shield.

Iron Man then turned J. Jonah as he showed clips of the others committing robberies. "-brings Iron Man's outstanding warrants to 23. That puts him at the top of a wanted list that includes notorious hacker, Falcon, master cat burglar, Black Widow, the ninja Shinobi, Thor, lord of crime, Gangster strongman, Hulk, Hawkeye, who steals from the rich and gives to himself, and of course, the mysterious Captain, an outlaw still at large."

"The real outlaw is whoever told Jameson to grow that mustache." Iron Man joked before J.A.R.V.I.S. spoke.

"That scratches your itch, sir?"

"Nope. Maybe it's time to meet some other criminals."

Later Iron Man's Jet.

Iron Man was looking at the others without Naruto or Captain America. "Listen, tin guy, this land of misfit villains thing isn't my style," Hawkeye said, crossing his arms as Thor held up Mjölnir.

"The powerless one is right."

"Powerless?"

"Why do you waste our time?" Thor asked Iron Man who had his arms crossed.

"You ever have an itch you can't scratch?"

"Always," Hulk spoke up from the door.

"Not that kind of itch. The kind that tells you something's not right." Iron Man explained before bringing up the reality he saw to the others via hologram. "I had a crack at Doc Spectrum's stone. That came out."

Hawkeye looked at himself and frowned. "Do I really look like that when I smile? Remind me to never do that."

"So what? Spectrum's stone created a mass hallucination." Falcon spoke with a shrug.

"It did, and we're living in it. This crack is the truth. What if we were once a team of villains so strong, the Squadron tried to wipe us from reality?" Iron Man asked as Thor hit his palm.

"You speak of madness."

"Only one way to find out. Get that stone from Spectrum. Who's in?" Iron Man spoke before hearing a voice.

"I'm in."

They looked to see Shinobi walk out from a door. "I have been having this funny feeling ever since I got put on the most wanted list without killing anyone."

"Same."

Captain America walked out in a black uniform with red and white stripes on his chest and a black star on the top right as well as a black and red shield.

"I've also had my suspicions. In my gut, I feel forced to be something I'm not. That's why I went off the grid. Didn't know who to trust."

"You wanna do some trust exercises? Fall backwards. I'll catch you." Iron Man said as Cap looked at the video.

"But you're not seeing the whole picture, Stark. Zoom in here and filter the audio."

Iron Man zoomed in on a little girl. "Go, Avengers!"

"Wait, you think we're the good guys? And we're called 'The Avengers'?" Hawkeye asked as Cap nodded.

"The Squadron flipped reality."

"My itch is scratched." Iron Man spoke before the jet shook as Naruto saw Nighthawk putting a bomb on the windshield before flying off.

He jumped over and pulled a kunai out before it glowed and broke the glass and grabbed the bomb. Naruto then pulled out a scroll and sealed it as Widow flew the jet. "Avengers assemble."

Dawn.

Thor flew into Avengers Tower but instead of the A it's an arrow-shaped like an S. "If this is what the Captain meant by creating a distraction, I could distract all day."

Hulk threw cars into it smiling. "First to knock it down wins." Zarda dropped down and slammed her hammer on Hulk's foot, making him scream.

"You two are history." She raised her hammer, only for Thor to block her swing with Mjölnir.

"History was my second favorite subject…" He trailed off throwing the hammer at her. "Can you guess the first?"

Speed Demon ran out and ran around Hulk. "Hey, pal. Catch me if you can. Oh, I'm sorry. You can't."

Hulk gasped as he floated and the air was forced out before he clapped his hands sending Speed Demon flying.

CLAP!

Inside, Cap, Naruto, Hawkeye, and Black Widow stood in the hall as Dr. Spectrum was working on a device that would make this reality permanent before Naruto was tackled by Hyperion into a wall.

Naruto got up and created a large Rasengan that had red chakra covering it before running at Hyperion and clashed with his fist, having everyone in the room get thrown into the wall. "Cap!"

Captain ran into the device and grabbed the stone as clones of Naruto ran in to hold the Squadron down before there was a blinding light. Naruto opened his eyes to see everyone back into their original costumes. "Yeah. This is more like it, right?"

"It's all coming back to me. I do like you guys. Well, some of you." Hawkeye spoke up before the Squadron ran off as an explosion hit the bottom of the tower.

Later, after finishing fixing the building, the Avengers put the Reality Stone into a container. "Three stones down." Iron Man spoke up before putting it in a safe with the others.

The Next Day, Avengers Tower.

(A/N: The Asgard scenes will stay canon and will be skipped.)

Shinobi walked into the lab as the building shook before Tony brought up a video with a purple stone. "The Space Stone controls physical space, realms, dimensions, portals," Sam explained walking in with Captain America.

They all ran out and suited up to help people get out of buildings as another earthquake hit. They then dropped to help people get out of cars and took out any ruble that fell. "Where're the big guns?" Widow asked as Naruto looked over.

"J.A.R.V.I.S. said Thor, Hulk, and Hawkeye went into a portal to Asgard. Jen's in class and is probably helping people out at the college." Suddenly a large portal opened over the city to show Asgard was on the other side. Falcon flew up and scanned the portal before explaining Asgard was bleeding into New York to take over. "I'm gonna say Loki's behind this."

Iron Man scanned the portal as well trying to find a way to get into the realm. He then had to fly back to have Bilgy take them into Asgard by pulling Widow's car into the portal.

They then dropped into a group of skeletons and saw Thor, Hawkeye, and Thor who explained Loki's having Thor go through the Learning Games.

Loki, who was in the middle of the room, had more warriors appear. "How about you show me the worth that you hold, Avengers? While I show you the true strength of the space stone."

"Looks like Loki's trying to teach us a lesson," Cap said as Hulk growled.

"I got his lesson right here!"

"Avengers, assemble!"

The Avengers fought the warriors only to have more appear before Naruto looked to see Thor was on his knees. "Thor! Get in the game! We need Mjölnir! We need you!"

"Thor, since I joined the Avengers, I've seen Loki lie about everything! But you not being worthy? That's the biggest lie of all." Falcon stopped by Thor and handed him his helmet that was knocked off.

"Thank you, Falcon. Time to graduate." Calling Mjölnir, Thor stood up and spun the hammer. "Brother! That will be enough!"

Loki appeared in front of his brother with a rune necklace and smiled. "Mind to mind, then." Thor threw Mjölnir only to have Loki create a portal in front of him. You control your hammer, but I control what it hits."

"My hammer, like me, is more than a mere tool!" Thor used both hands to have Mjölnir fly around into portals before it glowed a greenish-blue. "Mjölnir!" He then hits Loki, having the necklace and the warrior break.

"Impossible. You... You were never meant to survive the games. Even Odin feared your failure." Loki said, sitting against a wall before Thor pulled the necklace off and threw it away, having it glow purple.

"So, that's where the space stone's been hiding." Iron Man asked, walking over.

Avengers Tower.

"First place, Thor Odinson. For completing the learning hall games in a record-breaking trial time."

Thor said holding a trophy as he walked into the kitchen where the others were. "It's knowledge achieved later in life, but perhaps school wasn't so bad after all."

To Be Continued.


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

Beta: Chaos-PSD.

Sorry, this was late, been busy and had internet issues, and even had problems with the site as well. Even now I'm not getting the numbers over at the PM (If you have say 3 new messages there'll be a 3 beside the PM tab.)

Also for the foreseeable future, I'll be slightly busier (Most days I won't be able to get on until at least 9/10 at night) but that shouldn't affect the stories/chapters that use 1 episode for the Ch but the times I'll use multiple eps/movies/multiple issues of comics/games storyline (As that doesn't go by multiple episodes) might be short delays in updating that story/Ch.

Also, remember to vote in the next story poll if you haven't! So I won't forget if there's a tie/top choices are very close together by the time I get halfway through s3 I'll do another of the top 21 when uploading the chapter that has episode 13.

Next to be updated will be Maelstrom Jedi.

Nothing else to say.

Talk To You Later,

Lone Wolf Out.