Disclaimer: I don't own Naruto or Ultimate Spider-Man.
A/N: I want to apologize for how late this was and the quality as I rushed through it. I think I got burnout. Not on the story or show, but the number of episodes to do as I update this after the One Piece stories and I use at least 4 episodes to a chapter (And sometimes I have to watch more for stuff that's canon in case there's something I want/need to use in them) and going to 5 for this had me not wanting to sit and do another 5 episodes.
The good news is there's only one more Ch to do 5.
Beta: Chaos-PSD.
Chapter LVII: Rising Tension.
Last Time.
He then swung out before Cap looked over. "Spidey's right. I can't just leave my team. Not in the hands of Tony Stark. Who's coming with me?"
"I can't stand by a commander who can't stand by his troops. I'm with Cap." Widow said as Naruto sighed.
"I'm not, I refuse to work with Fury who sees me as a pawn, not a person. Tony may keep stuff secret but he doesn't jeopardize my life. Like they did yours on our first mission together."
"Don't you lead-"
"Yes, I train my team, but I work with Fury, not for him." Naruto interrupted his girlfriend before Hawkeye spoke.
"You wanna play by the book, Widow? Fine. But Tony and I write our own books."
"Stark Tech is the greatest system I've ever had the pleasure to work with. But you lost it all because you couldn't see past your pride. I'm out, Tony." Falcon said, walking up to Captain America.
"Shall we?" Thor asked Hulk who before bumping into Hulk as he walked to Tony while Hulk to Cap. "Warfare follows no rules, and nor does Stark."
"Falcon has the cookies."
"So, I'll… I'll see you around then."
Later, the Avengers stood at the window not noticing Ultron watching high in the air. "Phase One complete. Avengers disassembled."
Now.
New York, Avengers Tower.
"Good as new. Data crux up and running? Check. Next, the tower's central grid."
Tony came out from an opening in the floor and saw a generator was slowing down. "Thor, more juice, please, but don't overdo it."
"Of course not! Mjölnir can cast lightning with unrivaled precision." Thor replied as he called lighting to his hammer that has a cord connected to the generator, causing it to short out. "(Sigh) Unrivaled precision?" Tony sighed out as Naruto in jeans and a white T-shirt walked in.
"I suspect this store-purchased machine is not as sturdy as the Stark tech I am used to," Thor replied before Hawkeye walked in holding a 40's radio.
"No offense, but right now Cap's old-timey radio is the most high-tech piece of gear in the tower."
"You looted Cap's room after he left the team?" Naruto asked, hands in his pockets.
"No. Well, maybe a little bit. Let me know if you need any peppermint candy. Look, Tony, when you fry the tower to stop Ultron, we knew this wouldn't be easy, but, as awesome as Thor, Naruto, and I are, tech's not our thing. Maybe we need another brain to balance all this brawn."
"No way. You're looking at the man who built the first Iron Man suit in a cave."
"With help," Naruto spoke up from his spot before hearing footsteps from the stairway and walking to the hall as the door opened.
And had his head pressed into a large pair of breasts. "Naruto~"
Looking up, he saw She-Hulk smiling in her jeans and t-shirt.
"Hey, Jen. Missed you." Leaning down, She-Hulk kissed Naruto who reached around to palm her ass. "How's school?" He asked, pulling back.
"Good… Missed our nightly romps." She replied before hearing Hawkeye.
"Absorbing Man? We could stop that guy in our sleep."
"And exactly the kind of morale boost we could use right now. Avengers, assemble!" Tony spoke as She-Hulk took her shirt off revealing her leotard underneath.
"This is all of us. We're... already assembled." Hawkeye said with a deadpan.
Outside, Absorbing Man threw his wrecking ball around.
"Freeze!"
A female S.H.I.E.L.D. agent yelled from an armored truck before the man turned to grab it and turned into the metal. "Reinforced S.H.I.E.L.D. level steel? Don't mind if I do."
Absorbing Man then attacked the other agents before throwing his ball at another truck then was hit with an arrow that exploded in foam. "Advanced foam compound. Turns out it's stronger than steel. Who knew? Well, besides me." Hawkeye said as he dropped down with the others and She-Hulk.
"Could you not save some battle for me, Hawkeye?" Thor said as he dropped by the archer as Iron Man dropped by Megan the blonde reporter Loki impersonated."
"Guys, all that matters is we won," Naruto said, rubbing the back of his head.
"More importantly, we won on TV." Iron Man said, opening his faceplate. "Check your hair."
"My hair is eternally perfect." Thor bragged as Naruto sighed before waving to the bystanders with She-Hulk.
"Megan McClaren, what a surprise!" Iron Man said before Naruto looked to see a woman tear out of an overturned truck.
She's Caucasian with red hair that reached her ass and is wearing a purple cowl leaving her hair free. And a purple leotard that shows her cleavage. She also has a gold belt and white tights on.
"Thanks for the breakout, Crusher."
"Anything for you, Titania, my love."
Titania was then hit by She-Hulk as Naruto dropped down on Absorbing Man with a Rasengan (Spiraling Sphere.) "But where's Captain America? The Incredible Hulk?"
Naruto glanced back to see Iron Man talking to Megan before hearing a huff as She-Hulk stood by him.
"It's true. We've downsized to eliminate some unnecessary overhead. The new streamlined Avengers can handle anything and everything that is thrown our way. And now we gotta go. To continue protecting the world." Iron Man replied, sparking before flying.
Naruto was then picked up by his girlfriend and she bound up to the roofs to run after.
Central Park.
"Camping is your brand new idea? I wonder if Cap's team is sleeping on dirt right now."
Hawkeye said as the group landed after Tony tried to fix his suit.
"Have some faith. Hawkeye, there's more here than meets the eye." Iron Man stated as Naruto looked around.
And saw A.I.M scientists firing in the woods before turning to them. Naruto pulled his tonfa sticks out before running ahead with She-Hulk who grabbed two and slammed them together before tossing them aside. Naruto hit another two with his forearms before flipping his sticks to hit one in the chin then dropping the other on another scientist's head. Suddenly, Ant-Man grew and kicked another away.
"Ant-Man, right where I thought you'd be."
"We found Ant-Man willingly?" Hawkeye asked before Thor called lightning having A.I.M leave via jet.
"You just let 'em get away with one of the most dangerous substances in the world," Ant-Man yelled running up to them.
"That was him," Hawkeye stated, pointing over his shoulder at Thor.
"Pym Particles in the hands of A.I.M.? We're talking unparalleled molecular destruction. Let's go!" Ant-Man said, turning to follow.
"Relax, Ant-Man. We've got this." Iron Man said before sparking then flew up and fell.
"I heard what happened to the tower. Your suit got fried too? Do you need help?" An-Man asked, having Iron Man shake his head.
"No, just a tune-up… And the tools to do it. I thought your lab was here."
"It is."
Thor looked around at that. "I believe this is called 'punking'."
"It's not a prank, Thor," Ant-Man replied, holding up a pistol. "Just because you can't see something doesn't mean it's not there."
"Uh, what are you gonna do with that?" Hawkeye asked before each of them was shot, then shrank down to the size of an ant and went inside an anthill. "You actually live in this anthill?"
"You know what rent's like in the city?"
"Yeah, they don't pay rent."
After walking inside, they came to a platform with a computer surrounded by green lights. "Your gear is... charmingly handmade." Iron Man started looking around.
"Well, we can't all be billionaires, Stark. It might not be pretty, but this is some of the most cutting-edge techs on the planet. J.O.E.Y., give Iron Man Alpha Access." Ant-Man asked, putting his hand on a pad.
"Hey, how ya doin', Ton'?" An A.I. asked in a thick Brooklyn accent.
"He's like Jarvis, but interesting. And hurry this up, before we lose A.I.M."
"Okay, 'J.O.E.Y.' scan this circuit." Iron Man said putting his left glove on the table having a scanner come out.
"Forget about it, Ton', I'm all over this." Naruto looked back to see Thor fighting against an ant as Ant-Man was typing on another keyboard. "I dunno, Ton'. You might be lookin' at a total rewire here. Know what I'm sayin'?"
"I think I can repair my own armor."
"Oh, excuse me, boss," J.O.E.Y. said, having Iron Man lookup.
"What was that?"
"Oh, nothin', uh... What?"
"Joey's right. I'd re-route that left repulsor. Otherwise, it might overload the whole system." Ant-Man stated, handing Iron Man the glove.
"You're lookin' at the guy who built the first Iron Man armor in a cave," Hawkeye said as Naruto glanced over.
"Tony wasn't the only one in that cave."
New York City, Night.
After fixing Iron Man's suit, the group flew on ants minus Iron Man and Thor following a delivery truck. "The Pym Particle signal is coming from inside that semi! J.O.E.Y., can you scan it?" Ant-Man asked before the A. I scanned the truck.
"It's a mobile lab. Some guy in there is, like, all head, it's disgusting."
"M.O.D.O.K.!" Iron Man stated before firing at the truck having it crash. "M.O.D.O.K, we know your bloated head is in there! Come on out!"
Suddenly, a large hand crashed through the truck.
"That's not M.O.D.O.K.!" Naruto yelled as M.O.D.O.K. came out, limbs growing.
"Oh, but it is! A M.O.D.O.K. unlike you have ever seen! The Pym Particles are working!"
"Working? He's doing this to himself on purpose?"
"With Ultron, master of machines, running loose, I cannot depend on the cybernetic parts of my body. Now, I no longer have to! I, M.O.D.O.K., am now master of the physical form!" M.O.D.O.K yelled out as he grew to giant size. "Red Skull needed his cabal to fight you, Avengers! But now I am finally powerful enough to defeat you alone!" He threw a car at Thor wherefore laughing. "Matching strength with Thor!"
"You guys see Empire Strikes Back?" Naruto yelled before unsealing ninja wire and handed it to Thor who flew back. "Wrap it around his knees." The Asgardian nodded before he flew at M.O.D.O.K.'s knees as Naruto tied the other end to the left one. "The bigger they get? The harder they fall."
She-Hulk ran at the giant before jumping and punching him in the chin, causing him to fall.
After getting the Pym Particles out of M.O.D.O.K., Naruto turned to the others. "Let us contact S.H.I.E.L.D. about M.O.D.O.K."
"I'm not sure S.H.I.E.L.D. 's on our side anymore. Remember, that's where Cap and the others are." Iron Man replied as Hawkeye smiled
"Then I've got a plan."
He then went to a payphone and in a high-pitched voice, called S.H.I.E.L.D.
Tri-Carrier.
"Looks like Ultron hit that block."
Captain America said as he stood with the others. Widow was in a S.H.I.E.L.D. bodysuit, Falcon was in a purple and white armored suit, and Hulk, hair combed, was also in the S.H.I.E.L.D. suit looking at the video of the M.O.D.O.K. fight.
"Tony Stark hit it. His team continues to leave a path of reckless destruction in its wake."
"Our team won't have that problem."
"Nope. I smash with purpose." Hulk said, hitting his palm.
"If I expected problems, we wouldn't have pledged the full support and resources of S.H.I.E.L.D. to your team."
"So what are we calling ourselves?" Widow asked, hand on her hip.
"What do you think? You're Avengers. Now, go assemble!"
A Week Later Central Park.
"Not to question your genius, Tony, but this doesn't exactly look like the site of a killer robot attack."
She-Hulk spoke as she dropped down with Naruto and the others with Ant-Man followed. "Not an attack. Yet. A blip on the Ultron Detector. Look for anything unusual. But be careful, it's most likely a trap." Iron Man said as he landed on the ground.
"It is good to hear this," Thor said looking around.
"How is that possibly good?" Ant-Man asked as he shrunk an ant he flew on.
"That Tony is even telling us. He tends to omit the dangerous details." Hawkeye replied as Naruto looked around before he spoke.
"Especially when Arsenal is involved."
"Arsenal? That sounds like a "dangerous detail" I should probably know about, right?"
"He was a robot my dad created. Ultron corrupted him and took him over. Is that enough info?" Iron Man replied walking forward
"Yeah, Tony gets a little testy when we bring up Arsenal. So, haven't we walked into enough of Ultron's traps for one lifetime?" Hawkeye asked before Ant-Man raised a hand.
"Well, Avengers can't just ignore a threat. Even if it is dangerous."
"So now you're an Avengers expert? You're not even a real member." Hawkeye spoke before Ant-Man shrugged.
"Hey, you asked for my help."
Naruto heard an engine before everyone looked up to see a S.H.I.E.L.D. jet hovering. "Well, this just got awkward."
It landed having Cap and his team walk out. "We need you to come with us."
"Is that S.H.I.E.L.D. for 'hello?'"
"Since our team split in two, you've been a reckless danger to the city," Cap said as the others walked up.
"Surely, you jest."
"Orders are orders," Hulk said to Thor, having him narrow his eyes.
"Following S.H.I.E.L.D. 's orders? What have you done with the real Hulk?"
"And you're okay with all this, Natasha?"
"Don't make it personal, Hawkeye," Widow spoke up before glancing at Naruto and She-Hulk.
"Whoa, whoa, whoa, whoa. No one told me hanging out with the Avengers could get me arrested by S.H.I.E.L.D. Not cool. In fact, I was just told I'm not even a member." Ant-Man said, walking up before Cap looked over.
"No one's arresting anyone. We just need to bring you in to talk."
"What?"
"'Into talk'? Are you kidding me? Fury just wants us under his thumb. He doesn't like that we do things differently than S.H.I.E.L.D." Iron Man said as Falcon walked away catching Ant-Man's attention.
"We're trying to help here, Tony. Either let us bring you in, or Fury makes this a lot messier.
"Is that…" Falcon knelt looking at the ground.
"You see something, Falcon?" Ant-Man asked before Falcon put his hand on the ground.
"Tracking an emergent frequency. Micro-level, though."
"Micro-level is my middle name. Tony probably won't like me helping but…"
"Watch out!" Falcon stood and had his purple wings extend to defend Ant-Man as he was hit by balls of liquid metal.
Naruto turned to see Sam suddenly turn into Ultron with a regular mouth and two bird lights on his chest. "Sam!"
"Ultron has upgraded this unit. Humanity's end begins now." Ultron shot a laser out of his mouth, having the two teams jump out of the way. "The age of Ultron is at hand."
He was then hit by Cap's shield before being tackled by the war hero. "Sam, fight Ultron! You're stronger than him!"
"No human compares with the Ultron intelligence."
"Cap, get back!" She-Hulk pulled Cap away as Ultron's fingers became longer.
"Don't let any part of him touch you." Iron Man said flying down. "Looks like Ultron's turned himself into a nano-virus. Brilliant. Which means we need a brilliant way to get Falcon back."
Naruto saw both teams attacking and getting in each other's way. "Our teams are getting in each other's way."
"One group needs to pull out," Cap yelled dodging flechettes before throwing his shield.
"Great. Tell Fury we got this."
"Wrong group. Falcon's on our team. Withdraw, Iron Man."
"Falcon's an Avenger, no matter whose side he's on." Iron Man replied before Naruto threw a kunai at Ultron.
"Individuality is inefficient," Ultron said as She-Hulk and Hulk punched him before ninja wire wrapped around him.
A net arrow was then shot at him before another had foam covering his feet. "Sam, can you hear me in there?" Iron Man asked, walking up before Ultron opened his mouth and had it glow.
He shot his laser up in the air, breaking him free. "You only postpone the inevitable. You cannot put strings on me."
Ultron then started to attack the streets before She-Hulk ran over and punched a flying empty car away. "I got this, focus on Ultron!"
CRACK!
Lightning came down near Ultron hitting a crack that Hulk created on Captain America's orders creating a hole. Ultron smiled before jumping down into the hole as the others ran up. "Why would he go underground?"
"Just like anyone in New York, he's got a subway to catch. Let's go."
They all dropped down and fought Ultron who turned several people into regular versions of himself. Naruto saw the two teams start to gel together before Cap and Iron Man started arguing, missing Ant-Man, shrinking Ultron, and putting him in a test tube. "Ultron trapped in a jar? He's the world's most dangerous artificial intelligence." Iron Man explained putting a shield on the tube. "Not a firefly."
"You're not the one to be pointing out the risk, Tony," Cap said walking over to him.
"You leave the team, you don't get to criticize."
She-Hulk punched another Ultron away as they continued infecting people, having the two teams team up although differently than when they were previously together, and ran out to try to contain the Ultrons. Meanwhile, Ant-Man took the first Ultron to his lab to scan him hoping to find a way to free Falcon while Iron Man and Cap looked for the real one.
Naruto jumped outside to see multiple buildings having holes in them before seeing Cap and Iron Man fly to the Avenger Tower. Naruto appeared in the living room as the other two ran in before turning just as lasers were shot at them. Naruto put his hand to his left arm and unsealed something in smoke.
Once it cleared it revealed the shield he took from Falcon that now has the Konoha symbol on it. "I've known your every move. Humans are so predictable. Ultron units work as one, in perfect harmony. With humans, there are too many different models. Incompatible operating systems." Ultron said from a throne made out of Iron Man's armor.
He shot at them again, having Naruto bring the shield up to block attacks before Ultron pretended to be Cap, calling in the Tri-Carrier.
"The S.H.I.E.L.D. Tri-Carrier. My puzzle is complete." Ultron said as he caught the ship.
Later, as the three got on the ship, they got word from a healing Falcon that he'll put the copies back in Ultron while Iron Man came up with a plan to get the original onto the spaceship and ram it into the sun. Naruto watched as the ship went into space as the Ultrons around him disappeared leaving the people they took over free. He then heard Arsenal talking to Iron Man before flying Ultron into the Sun saving him one last time.
A Week Later, Washington D.C.
Shinobi drove his car down a street following a large green dragon before it landed on the Washington Monument.
"This beast reminds me of the pet Svur I had as a boy in Asgard," Thor said as he flew over before Hulk jumped over.
"Great story. Now zip it and smash!"
Naruto leaned out of the window as Widow and Hawkeye flew overhead in her car as he shot at the beast. "Tell the President he can relax. My hypersonic arrows will lead Fin Fang Foom right out of town." He shot one last arrow just as Ant-Man grew to take the shot. "Oh, come on, Ant-Man!
"I did it! I pushed the Pym Particles to their limit!" Ant-man grabbed Foom before he flew up over the pool and fought An-Man.
"Fin Fang Foom normally sticks to his own habitat. Why would he leave Monster Island and come to the capital?" Falcon asked before Ant-Man shrank.
"Could a villain bring him here?" Naruto asked as he slid to a stop by them.
Hawkeye dropped onto Foom before Falcon brought Ant-Man on the dragon and shrank him to be put in a tube. "Yes, Mr. President. His name is Ant-Man, our newest member. Well, thank you, sir. I'll tell him you say so." Cap said to his earpiece as he came down on a hoverbike.
"What'd he say? Does he like me? I bet he was impressed." Ant-Man said before Widow and Naruto noticed that Hawkeye wasn't pleased.
Avengers Tower.
"Ah, if you told me a week ago, I'd be moving into Avengers Tower. Seriously? My mind is blown." Ant-Man without his helmet said as he held a cardboard box.
"Anyone who can put Fin Fang Foom in a jar belongs to the Avengers." Naruto without his mask said before Falcon looked at Ant-Man.
"I thought you were bringing your whole lab?"
"I did. Pym Particles really help when it comes to packing light." Ant-Man replied holding his box up as Cap held a card to him.
"Your official Avengers ID card. Scott Lang, welcome to the team."
"Aw, thanks, Cap. Thanks, everybody." Ant-man said as the others had clapped.
"A new member? I cannot think of a better reason for celebration and feasting."
"I was actually hoping someone would say that," Scott said before putting the box down, pulled a metal tube out, shot it, and had a table full of party food grow.
"Ice cream cake? New guy's okay." Hulk said, walking over as Hawkeye scoffed.
"He had his own "insta-party" ready to go? Ego much?"
"Since when do you complain about free food?" Naruto asked before putting the archer on the back. "Besides, Tony's the one who has the ego on the team."
Naruto then saw Scott enlarge a slice of cake Hulk was holding. "Why were you not always an Avenger?"
Naruto sat on a couch while he listened to Hawkeye complain about Scott and not being able to trust him to each Avengers before Cap had Hawkeye be the leader to test Scott out. He took Scott and Cap to Monster Island to return Fin Fang Foom and tested him there.
Later, the others went to the island where they saw a red energy dome surrounding it as Cap and Hawkeye with a staff stood. They explained that they found Red Skull on the island wanting to hide there as he believes Thanos was returning and even had Mindless ones helping him. Naruto even noticed Hawkeye warmed up to Ant-Man.
He explained when Hawkeye was with the Circus of Crime, he gave them tech under the lie they were a regular circus before sabotaging it when finding the truth. They all then attacked the dome having a hole formed having Ant-Man fly out before Skull was thrown out as well.
Avengers Tower.
Naruto then stood up from the kitchen before walking to his room for when he stayed the night. And gained a nosebleed as he saw She-Hulk wearing a purple corset bra, and a thong waiting for him with Natasha who was wearing crotchless panties.
"Been waiting forever for ya," She-Hulk said before her bra tore open, not being able to take the strain of her large breasts.
A few days went by as the Avengers had to stop an attack by Speed Demon who had a new belt that increased his speed to go so fast, everything was frozen to him on getting information from the tower's database. Hulk was put into the same speed by accident and was able to catch Speed Demon and Hyperion who acted as a diversion for the Avengers. Only for Speed Demon to escape with Hyperion before giving the copied database to Night Hawk.
A couple of days later, Shinobi was with Cap, Iron Man, and Falcon watching the video of Hulk fighting Speed Demon. Just then the others walked in with Ant-Man going through a list of those he gave tech to and taking it back before looking up to see a picture of Dr. Spectrum. "Oh, I gave him tech too."
"You gave Dr. Spectrum tech?" Naruto asked as Ant-Man brought up a picture of Spectrum with a metal glove that also went to his head.
"He seemed like a nice guy. I gave him a power amplifier."
Falcon then brought up a map of the country and explained he tracked the Squadron's ship, having Ant-Man explain he also put pheromones in his tech to track it as well.
Bay.
Naruto, Widow, Hawkeye, and Hulk in scuba gear dropped down to the Citadel and went inside of it before being attacked by robotic centipedes. After taking care of the robots, Falcon hacked the computer and found out that Spectrum's stone is a living being that's controlling him before bringing up a video of Hyperion and Night Hawk trapping Dr. Spectrum and using the stone to destroy the planet.
Outskirts Of Las Vegas.
Naruto and the others dropped to see Dr. Spectrum having a beam shoot out of his hand and tear his costume revealing dark skin and short white hair.
Falcon then flew up and a small Ant-Man to talk. "This isn't you! The prism, it's controlling you! You couldn't stop your own planet from blowing up! But you can stop it from happening again!"
After showing him the footage of what happened, Spectrum turned to have the beam shoot into space before the prism shot out and flew away. It then went into a cave where Night Hawk sitting by a computer turned to talk. "Welcome back. I knew it was only a matter of time before you left him." The stone beeped as he walked over. "No, he was baggage. You no longer need a host."
The stone then glowed before forming a glowing Dr. Spectrum body. "Finally, the true Dr. Spectrum's revealed. Now, the next step of our plan's complete." Night Hawk finished as the new Spectrum's eyes glowed brightly. "Welcome, to the Squadron Supreme."
Morning, Avengers Tower.
The Avengers stood in front of Bill, the real name of Dr. Spectrum who was in a S.H.I.E.L.D. suit with a helicopter by them.
"It's a great idea S.H.I.E.L.D. needs scientists to help further space operations." Iron Man said before Cap nodded.
"And maybe help you start a new life on another planet."
"Even after all I've done, you still believed in me."
"We've learned not to judge from past mistakes," Thor said as Bill left on the helicopter.
"Who wants to help me with the next person?" Ant-Man asked as Naruto ran off.
"Not today!"
To Be Continued.
A/N: Thanks for reading and let me know of any mistakes.
Beta: Chaos-PSD.
I want to apologize for how late this was and the quality as I rushed through it. I think I got burnout. Not on the story or show, but the number of episodes to do as I update this after the One Piece stories and I use at least 4 episodes to a chapter (And sometimes I have to watch more for stuff that's canon in case there's something I want/need to use in them) and going to 5 for this had me not wanting to sit and do another 5 episodes.
The good news is there's only one more Ch to do 5.
Next to be updated will be The Maelstrom Jedi.
Nothing else to say.
Talk To You Later,
Lone Wolf Out.🐺