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

A/N: The poll will go down the next time I update this so once around on the stories so remember to vote if you haven't!

Beta: Chaos-PSD.

Chapter LIX: Avenging Spider-Man.

Last Time.

"I'm not one for rejecting compliments, but I wasn't as right as I thought." The billionaire said, looking at the screen as more came up. "I was looking at our future as something out there when I didn't realize it was always right here." He finished having the screens form one large one with the Earth coming up on it.

"I'm not following."

"From New Korbin to New York, we've discovered the Avengers are more than just a team. We've become an ideal. You said it yourself, anyone who stands up to a tyrant or a bully is an Avenger." Tony said as Cap crossed his arms.

"So, where do we go with this?"

After some well-earned personal time, we'll come back stronger than ever, and we'll be ready to expand our horizons. Keyword, expand." Tony said as Spider-Man, and Dr. Strange came up over New York.

As well as a woman with short blonde hair, blue eyes and wearing a blue bodysuit.

They then saw a man in a black panther suit as well as a man in a black mask, white hooded cape, and black bodysuit with a crescent moon on the chest.

Now.

Morning Queens.

Naruto in his bedroom looked over a report of the Avengers fighting A.I.M before coming across Ultron and saw a new picture of him looking more human-like.

"Damn. Can't get rid of him." He said before standing up and went to his closet. Opening it, he saw his costume that has more padding on the chest, shoulders, and around the neck. The pants are also slightly tighter, and a belt with pouches on it, one on the front and pouches on the biceps and thighs. (1.)

"Guess I should meet up with the Team."

George Washington Bridge.

Shinobi was directing his team against Doc Ock from the top of the bridge before looking to see the Avenjet Jet fly to them. He looked to see the Team quickly take care of Octavius before dropping down himself. "Good work team," Naruto said as the Avengers came down, all but Iron Man, Hawkeye, Thor, and Falcon in new outfits.

Cap has a more armored costume with brown straps over his shoulders and a black outline on the star on his chest.

Black Widow's wearing a form-fitting black-and-gray costume with a red-black widow hourglass emblem on the chest, and silver ones on the shoulders. Holsters on her thighs to hold her new shock stick weapons. She also has new silver-and-red gauntlets that have extendable stinger blasters and grappling hook launchers.

Hulk's wearing dark purple stretchy shorts that went just over his knees with two light purple stripes along the sides and the red Avengers logo with a silver symbol.

"Greetings, Spider-Man. Perhaps when you are finished, you'd care to join us." Thor asked after landing while Nova looked at Spider-Man.

"The Avengers want you?"

"They said they were interested, But I never expected to join soon. I'm not sure I'm ready."

Iron Fist looked over as Power Man dropped Doc Ock by them. "When you let go of the hero you are, you become the hero you might be."

"Go. We'll drop the trash on Fury's desk." Power Man said before Tiger stepped over.

"I'm a little jealous, Spider. But happy for you."

"Your times will come. Spidey just has a little more experience than you." Naruto explained before creating a clone and walked with Spider-Man in the Jet.

Spider-Man looked at his now old Team while a S.H.I.E.L.D. helicopter landed. "You gonna sit down?" Hulk asked, getting Spider-Man out of his thoughts and sat down to continue to watch while they went to the Tower. "Um... Bye, guys."

"Welcome to the Avengers, Spider-Man," Cap said while they flew over the bridge.

Avengers Tower.

Spider-Man was crawling on the ceiling before hearing J.A.R.V.I.S. "Welcome to your first day in Avengers Tower, Spider-Man. Mr. Stark has required you join the team in the second door down the left corridor."

"Thanks, J.A.R.V.I.S. Gotta remember to not act like a clueless newbie. Avenger's Spidey is confident, cool, ready for anything." Spider-Man said before going into a room. "Spidey in the house, Avengers!" He saw he was alone when looking around. "Huh?" He asked before turrets came out of the walls. "Oh, man! Me and my big mouth! Whoa!"

He jumped around webbing the guns up or having them shoot each other. "Okay, okay. I get the gag. Rough up the new guy, see if he can take it. Oh, okay. I'm cool. weird, nasty fork things, no problem. I got this. Big robots? Come on! Who's next? Who's next?"

"Initiation test completed," J.A.R.V.I.S said as Naruto in a black shirt and jeans walked in with Tony, Widow, Falcon, and Hawkeye.

"Test? More like the final exam of doom."

Naruto looked over at the archer and smiled. "Hawkeye, he beat your time by three seconds."

"Dumb luck."

"You treat all your new members this way?" Spider-Man asked, dropping down as Tony smiled.

"Yes. Yes, we do."

Black Widow walked up with his card at that. "No hard feelings. Your official Avengers I.D."

Spider-Man took it and saw his picture on it. "The superhero's all-access pass."

Tony then handed him his watch. "I made an upgrade to your S.H.I.E.L.D. tech. It works in tandem with your web-shooters, broadcasts over an 'Avengers Only' Frequency, and-!" He stopped as Spider-Man put it on and was about to press a button. "Whoa! Careful, kid. You'll set off the taser darts."

"Thanks! Any other surprises I should know about?"

Later, Spider-Man was in the room for him going over the obstacle course on the ceiling. "Wow! White Tiger would freak out to have a gym on the ceiling. This is really all for me?"

"All the Avengers have living quarters in the tower." Widow said as she and Naruto were under him.

Spider-Man then stuck a web to the ceiling and came upside down. "But I'm not ready to leave my other place. I keep my private life private. And F.Y.I, I have my own bedroom."

"Maybe so, but we're not wearing masks. I wonder if you trust as much as we trust you."

"I trust him, Black Widow."

They looked to see Cap walking in. "That counts for something. You don't have to deal with the secret identity business until it feels right, Spidey."

"Thanks, Capt. I appreciate you guys respecting my privacy." Spider-Man said as Hulk ran in and grabbed the teen before rubbing his head in a 'Welcome'.

Suddenly, an alarm went off before everyone minus Naruto and Spider-Man spoke. "Avengers assemble!"

"Avengers assemble! I always wanted to say that." Spider-Man spoke up, not expecting the others to speak.

A Few Days Later.

A few days went by with Spider-Man helping the Avengers battle Fin Fang Foom and Attuma before he was swinging and saw Batroc jumping out of a store. And fired a taser dart at him shocking the criminal as his old Team ran around the corner before Shinobi dropped down. "Looking for this?"

"Oh, wow, guys. It's an Avenger." Nova sarcastically said as he floated.

"That would have more of an impact if I wasn't leading you, Nova," Naruto said, crossing his arms.

"Hey, I, I just thought I'd help out. It's been a while, and…" Spider-Man trailed off before speaking quietly. "I… I miss you guys."

"How's that?" Power Man asked with a grin holding a hand to his ear.

"(Sigh) I miss you guys," Spider-Man said as Batroc groaned before Naruto handcuffed him.

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

Loki walked in front of Doctor Octopus' cell where he was in a container that held his body. He explained he wants to beat the Avengers, take over the Nine Realms, and even take out Spider-Man before bringing up his staff. He walked them through a portal to Octavius' lab where Loki gave the villain a set of octopus armor.

"What have you done to me?"

"Sheathed you in Asgardian armor, the same metal from which was fashioned the all-powerful Destroyer. Even Mighty Thor has no defense against it." Loki explained walking past him.

"Fascinating. So what's my role in your grand scheme?"

Loki turned at that. "I don't want to attract Thor's attention too soon, so my first attack on Midgard will be through science, not sorcery. Specifically, that intriguing invention of yours. Venom."

Dr. Octopus turned and shook his head at that. "Sorry, I'm fresh out."

"You created it once from Spider-Man's blood. You can do so again. and I'll unleash it upon the most fearsome monsters in the realms, all under my mystic command." Loki said as he created projections of the ones who would get Venom.

"With that much Venom, you could destroy the world."

"I promise to leave enough for you to rule. That is if you help me."

"Very well. I'll need a sample of Spider-Man's blood."

Loki smiled at that. "That, my friend, is as good as done."

Later, Midtown High.

Naruto was sitting in the detention room with his team before hearing an explosion. He turned on a projector to show symbiote creatures attacking the city with seemingly Spider-Man helping. "What do you think, Mesmero?"

"No, he wouldn't go this far… Loki?" Ava replied as Naruto nodded.

"Go get suited to help the Avengers. The Tri-Carrier isn't in place for us to get to it from our transport here. I'll get to the others to get a run down.

City.

Shinobi appeared by the Avengers minus Hulk and Thor with Loki behind them about to attack Spider-Man. "OK, what's up?"

"Loki's in Spider-Man's body," Cap explained as Naruto noticed Spider-Man was on his knees.

"Are you sure about that? Did you attack him already?"

"No, we just got here ourselves," Falcon replied, looking over. "Why?"

"Because Loki wouldn't be on his knees if you didn't beat him!" Naruto threw a kunai at Loki and had his staff disintegrate it. "Plus I doubt Spider-Man knows how that staff works."

The Avengers jumped over to him as his other Team dropped down from a jet. "What can you do, Shinobi? Spider-Man's reputation is ruined. My brother Thor is defeated. And thanks to the creations of my ally, Otto Octavius, this city will soon fall to me. Heh-Heh You've lost. All of you." Loki said before disappearing.

"First thing's first, gotta get Hulk and Thor," Naruto said as he brought out two kunai and spun them.

They went to the city to see the two heavy hitters in black ice guarded by a wolf and ogre symbiote.

"OK, Avengers, Let's do this."

Both teams attacked the two as Naruto looked at Tiger. "Go get Hulk and Thor." He said as two more symbiotes attacked the Avengers.

His Team ran over to fight the other two while dodging their attacks before Falcon hit the wolf with a sonic beam having the symbiote come off. And revealed a brown wolf before Spider-Man shocked it.

"Thanks, Falcon!"

The Avengers attacked with Hawkeye using sonic arrows while Naruto hit them with his shock bullets. Naruto then looked back to see the iced heroes get free as Hulk grabbed Spider-Man. "You! What did you do to my little pal?"

"I'm your little pal! I-I mean, I'm not Loki!"

"It's true, Hulk. Loki switched them back. He really is Spider-Man." Naruto said hitting an ice giant with a shock bullet.

Spider-Man waved at Hulk who was still holding him. "Hi."

"Okay, then." Hulk put Spider-Man down and patted him on the back, hard sending him into the street.

"Ow! Oof! That's my buddy."

"Ulik, do you believe we were victims of Loki's treachery?" Thor asked, walking to Ulik.

"So, what, Thor? You would have us join forces to fight your brother? Fenris and I hate all Asgardians!" He yelled before Thor held up Mjölnir.

"If you will not help, you will be banished from this realm. Heimdall, open the bifrost!"

A portal opened, having Hulk throw Ulik and Fenris into it. "Scream and take poochie with you!"

Naruto's watch went off, having him bring it up to see Fury.

"Energy readings show Doc Ock's old underwater lab is up and running again. That has to be where you'll find him."

"Then I'll use my team. We know where it is." Naruto replied as Cap nodded.

Doctor Octopus' Lair.

"Knock, knock, Doc Ock... Totally didn't practice that on the way here."

Spider-Man said as they walked in with their scuba gear and saw a large tank with symbiote liquid in it. "Other than that giant tank of Venom, Ock's place looks about the same. Creepy, dank..." He trailed off as they saw Doc Ock in his armor. "Okay, that's new."

"You witless fools! My new Asgardian armor makes me invisible!"

"I guess you won't be needing this!" Nova yelled out destroying the tank.

"My Venom! You've destroyed it! You will perish for this!"

"Hee-yah!" Iron Fist jumped over with an attack only to be pushed away when hitting the armor.

"Your mystic strength has no effect on me. These arms are the creation of Loki's Darkest Magic. Even Thor is helpless before me. After I do this!" He created holes having water flood the lab. "You're finished. Soon the world will be mine. Just as Loki promised." Dr. Octopus explained as a visor came down over his face and jumped out.

Up above, Naruto appeared on top of a building with the others and saw Doc Ock walking around the city using his tendrils to stand very tall.

"Hold, Man of Octopi!"

Naruto looked to see Thor land by the villain Mjölnir sparking. "Surrender for your own sake. You cannot comprehend the power you're trying to control."

Dr. Octopus shook his head and attacked the Asgardian, sending him flying. "Oh, I think I have a pretty good idea."

Naruto then turned to see Loki put a statue of his head on Avengers Tower. Spider-Man landed beside him in a crouch as the others ran up. "Now, that's just nasty."

Power Man then pointed down at that. "Not as nasty as them."

Naruto saw more symbiotes including flying ones. "We've got a big problem. A giant-sized problem."

They dropped down to help fight them before Hulk dropped down from a building sending a shock wave through the city, breaking every window it hit. "Did you have to shatter every window in Midtown?" Naruto asked, cracking his neck before creating clones that took care of the other Realm monsters and beings that were now sans symbiote.

"Got the job done, Didn't I?"

After tying everyone up Naruto saw Spider-Man trick Octavius to attack Loki, having the Asgardian take his armor away while Thor created portals to throw the others into. He saw Hulk grab Loki and held him up high as Spider-Man landed beside him. "Got you, Horn Head."

"Wait! Hulk, maybe you and Loki should forgive and forget. Be pals."

"Pals? Him and me?"

Spider-Man nodded at that. "Well, sure. And how does Hulk treat his pals?"

Hulk then smiled at that. "Huh, yeah." He then held Loki in one arm before pounding his helmet, breaking it. "Noogie, noogie, noogie, noogie, noogie, noogie, noogie!"

Hulk them dropped Loki as Spider-Man looked at him. "Ooh! Ouch! I don't think you can handle these next guys." He said as the others walked up. "Of course, there's always the coward's way out." Spider-Man pointed to the portal beside him.

Loki ran to it as Spider-Man webbed him up before dropping in it. "You let him off easy." Hulk snorted as Cap walked up smiling.

"I don't think so. Smart plan, kid."

Thor nodded as he smiled as well. "Foolish Loki. Leaps before he looks."

Later, S.H.I.E.L.D. Agents are taking Dr. Octopus into it as Spider-Man was talking to the others before deciding to join back up. "Hey, Tony!" Naruto yelled, hitting the billionaire's attention. "My leadership's the preferred one!" He then turned to his team. "Let's get a late-night practice to get back into the groove with Spidey returning."

To Be Continued.

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

Beta: Chaos-PSD.

1. Since almost everyone got a new costume in s3 of both USM and Assemble, I thought Naruto should too. On the Splinter Cell wiki, there was a slightly different costume of the 3E Shadow armor. It'll also be up on the profile for better access... Unless you want to wait until I put this Ch up on the AO3 site.

The poll will go down the next time I update this so once around on the stories so remember to vote if you haven't!

Next to be updated will be The Maelstrom Jedi.

Nothing else to say.

Talk To You Later,

Lone Wolf Out.🐺