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

A/N: The poll's closed and Yes won 100 and No 24. I apologize to the 24 but the majority spoke. In an hour or a little later, I'll put up the next story poll that'll go down when this or Maelstrom Avatar's done as I'm in the 3rd season for both, Korra's only got 26 episodes left... Though I will be doing the game for a couple of Ch.'s to let the AO3 readers give a say on of Naruto should learn Lava bending and/or fly.

And yeah, there's a bunch of multi-part Eps on these two seasons, and will skip the Spider-Man alone fighting his rogue gallery.

So an hour after this check for the new poll

Beta: Chaos-PSD.

Chapter LX: Agent Venom.

Last Time.

"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 then 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."

Now.

New York, Night.

Shinobi dropped down on a building followed by Spider-Man and saw a billboard of J. Jonah before seeing a part of a Venom symbiote on it. They jumped/swung over before Naruto reached out with his right arm showing a device on his arm that shot out a hose and sucked the symbiote in. They then dodged a strike from a black tail.

"What the hell?" Naruto looked up to see Scorpion with Venom on before roaring at them.

The two jumped back and ran/swung to another building. "Come on Scorpion, let's get that off you," Naruto said as Spider-Man shot his taser webs at the villain.

Only for Scorpion to dodge before they saw a young man wearing a red Spider-Man mask, a red long sleeve shirt under a blue sweater vest with a black spider symbol on it. As well as fingerless gloves, jeans, and brown shoes holding a staff with a punching bag on it.

"Back off! I'm Spider-Man II… No, that's not good." The two heroes heard Flash's voice before he continued. "No, that's not good… I'm… The Scarlet Spider!" Flash slammed the bag on the villain, having it tear as the sand fell out.

Naruto dove over and slammed into Venom Scorpion before taking his crossbow out and shot him, having the venom come off, trying to attack Flash before Naruto sucked him into his device before a door opened on it and three thick vials rose. "This is dangerous, Flash," Naruto said, taking the vials out.

"Shinobi! Use my hero name."

"If you want to be a hero, then become a policeman, fireman, or join the military. As I said, this is dangerous."

"I heard Spider-Man became an Avenger. I figured he'd be busy and wanted to help."

"That's fine but you don't have the training for this," Naruto said before a S.H.I.E.L.D. jet came down.

After the agents and Connors came to take the samples, the scientist gave Naruto three empty vials. "In case you missed any."

"OK, but I think we got them all," Naruto said before jumping away.

Everyone missed the sight of a part of Venom attaching to Flash's shoe. As well as the Beetle watching from a billboard.

Morning, Midtown High.

Naruto in a blue shirt and black cargo pants walked to his locker beside Mary Jane where he saw said, teen and Harry. M.J. is wearing a blue striped shirt, blue jeans, and brown shoes.

"Whoa!" She said seeing Naruto's bloodshot eyes and messy hair.

"I know, I know… I'm not as good-looking in your dreams as I usually am." She deadpanned at him before continuing. "Had a night where I couldn't get to sleep. Pete's not going to be here either due to not feeling well." He finished before sighing. 'And it had nothing to do with Ava being extra horny last night.'

"Hey, bud!"

Naruto turned to see Flash holding a football helmet as well as wearing pads over his clothes.

"What are you doing in pads?" Harry asked, raising an eyebrow. "It's not football season."

"I've been hitting the tackling dummies. I'm… Practicing." Flash replied with a smile before whispering. "For something else."

They then walked down the halls before the Beetle dropped through the ceiling. "The Beetle!" Naruto yelled out as Beetle focused on Flash. "Run for it!" Naruto yelled out as the others ran before M.J. yelled out.

"Naruto!"

"Harry, get her out of here!"

Naruto was grabbed by the villain and thrown into the cafeteria before Beetle flew after the teens. He shot a missile at them forcing Mary Jane to bring Harry to the floor. "Harry watch out!"

Boom!

The Beetle flew after Flash who turned the corner to the locker room. "He's after Flash?"

The villain grabbed Flash and lifted him just as Shinobi jumped in before kicking the Beetle back. "Why is he after you?!/Why is he after me?!"

"Good question," Shinobi said after Flash spoke up. "Maybe you saw something?"

"I never saw him before!"

"Then he must think you were at a place where he was doing something then." Naruto then grabbed Flash and jumped out of the way of missiles shot at him by Beetle. Naruto jumped down the halls dodging weapons shot at him before going to the stairwell. Going up a floor, Naruto put Flash in a closet. "Sorry, this guy's outta your league!"

Naruto turned to see the Beetle come through the door before grabbing his crossbow and shooting his EMP bullets at him. And missed Flash yelling out. "THE VENOM'S BACK!"

Up ahead, Naruto jumped back from a strike as Beetle then aimed his weapon at him.

"Beetle!"

A disguised male's voice spoke out as a door was kicked down showing a muscular man in a black Spider-Man costume, but with a more muscular, armored appearance on the shoulders and chest.

"What the hell?" Naruto asked, looking at the man before whispering. "Flash?"

Flash dashed over and punched Beetle away before pumping his hands up. "Venom!"

"Flash?" Naruto asked Venom as he walked over.

"Easy, I'm on your side." Venom said, bringing his hands down just as Beetle flew over and threw several grenades. "I got this!" He got in the way and had the grenades bounce back at Beetle blowing up and creating a hole in the wall. "Oh, yeah!"

Boom!

Beetle fell out before landing on the ground. "Got him!"

"You'd think so. Don't get cocky-!" Naruto stopped as Venom dropped down and ran at the villain. "(Sigh) Shit!" Naruto dropped down and threw Ninja wire to tie Beetle down. "Stay there for a sec."

"I must have picked something up last night." Naruto looked to see Venom's mask dissolve into the suit showing Flash smiling. "When we were fighting together. This is awesome! I don't believe it! This is the greatest thing that's ever happened to me!"

"Flash… Venom is dangerous, it always takes control of everyone it is attached to… Now, take it off before Venom does the same to you."

"I can be a hero!" Flash yelled as Naruto sighed.

"It's not you, I don't trust Flash… It's Venom."

"But-!" Flash stopped at Beetle and flew away, having him bring his mask back up. "It's game time!"

Venom then shot webbing and went after Beetle before Naruto called his bike. "This is going to suck!"

After his bike came to him, Naruto got on and went into his fly mode, and flew after the two. They got to the docks and Venom tackled Beetle through a warehouse before the villain brought up his missile launchers. Only for Venom to break them and pull them off. "I'll take those!" Venom absorbed them into his suit before forming his own on his shoulders. "Mine now!"

He fired small black missiles, having Beetle fly into a container as the launchers went into Venom's suit. "You just got bit!" Venom then tied him up and webbed up to the top of a crane where he held the villain over the water. "If I were you, I'd start talking… Fast!"

"Flash!" Naruto jumped off his bike and landed on the crane himself. "You don't want to do that!"

"I'll stop when he tells me why he attacked Midtown High."

"That's Beetle, he's a mercenary. Somebody hired him, that's what you should ask him. Plus you don't threaten bad guys like that from high places. Do you want to be a hero? You gotta act like one because we don't do that." Naruto then walked over. "Or is Venom telling you to do it?" He asked as Venom pulled Beetle up. "You can't handle it!"

"You're the best!" Venom yelled, taking his mask off. "Teach me! Shinobi, bro… You gotta work with me here!"

"First, can you take the suit off?" Naruto asked, crossing his arms. "You can't be in costume all the time if you want to have a normal life and not have friends and family targeted all the time. Plus if Venom messes with you, you need to take it off. You have too much to lose if not."

"I have nothing… You've seen where I've lived, you've seen what I've got… I've dreamed every night for something like this to happen to me." Flash said before bringing his mask up. "The Venom chose me. Venom is my destiny. Please, you have to trust me."

"But who's in charge? You, or Venom. I know what that kind of power's like. I had something like Venom get in me at birth and almost fell under his rage several times. You want me to train you? Then you gotta prove to me that it's you and not Venom." Naruto said standing before sighing. "That means no torturer, no killing, no lethal or excess force. Because you'll have the citizens watching you as well. So be the hero you want to be or the villain that Venom's been."

"I'm strong enough to do it!"

"OK, first try to take off the suit," Naruto said as Venom took the mask off and tried to take the suit off.

Only for nothing to happen before a flash-bang dropped in front of them. It went off blinding the two before Taskmaster kicked them. Naruto skidded back before looking up. "I'm guessing you hired Beetle?"

"To get the Venom symbiote." Taskmaster said, looking at Venom who had his mask on and was struggling to get up. He then picked the teen up and held him in the air. "Why bother searching for an apprentice when I can just make one?"

"Well, you're going to have to go through me!" Naruto jumped over and caught Venom before jumping back.

Taskmaster jumped and attacked Naruto with a fury of punches before turning to have Naruto hit his shield on his back. Venom jumped at Beetle and started clawing at his suit. He was kicked off as Venom pulled his chest plate and belt before absorbing them in his suit and changing it.

He now gained a utility belt, armor on his stomach, and a white spider symbol with the top four legs going up to each shoulder and the bottom two going to each waist. He also has the symbol on his back with the legs connecting to the fronts and small spikes formed on his shoulders.

He then shot his missiles at Beetle hitting him on a ship that was docked. Venom shot up and they each fired at each other before Taskmaster was sent up in the air before Naruto ax handled him into the water before jumping over and kicking Beetle into a container. Naruto looked back to see Taskmaster fly away before looking at Venom.

Tri-Carrier.

Connors was looking at a holographic chart above Flash who was in a tube bed. "I've tried everything… But with Flash, the symbiote found a true host, and bonded to his DNA." He said looking up at Shinobi.

"Is Flash in control though? He can't take the suit off so I doubt he can go back to school." Naruto said as the tube opened, having Flash sit up.

"Can you spell it out for me in English doc? Keep in mind I get C-'s in English." Flash spoke as he looked at Curt who looked down.

"The symbiote was searching for a perfect host. And it found one… In you. Bottom line, Flash and Venom are one."

Later, Naruto was walking with Fury after he put Flash in a cell. "You can't put him in a cell! He didn't do anything!"

"Venom's dangerous… We can't have him running around."

"So keeping Flash here against his will is fine?"

"Ever since Spider-Man became an Avenger, more kids are coming out of the woodwork to be a hero."

"Well, that's good, to be honest," Naruto said as they got to a room with a large screen. "But you still can't hold Flash here against his will."

"OK, we won't lock Flash p, but he has to stay here on the Tri-Carrier."

"OK, now how about these kid heroes?"

Fury hit a button having pictures of teens come up with Triton. "Well, I met Triton with Hulk. I don't know how you got a picture, must have been guarding Crystal. But the others…" Naruto trailed off looking at the pictures.

The first is a Caucasian teen girl with blonde hair that went past her shoulders, blue eyes, and a white crescent scar around her right eye. She's wearing a gray and white bodysuit.

Beside her is an African-American teen boy who's wearing a purple and black striped cloak showing the bottom of his face and glowing eyes.

Beside him is a girl with short brown hair wearing a green hairband, and brown eyes with brown vertical stripes on them. She's wearing a green bodysuit under a brown leotard and a brown belt with pouches. She has dark green gauntlets with brown fur on them and knee-high boots with fur on the ankles. She also has a squirrel tail.

Beside her is a muscular fair-skinned teen boy with long blonde hair and wearing a necklace with teeth on it. He's not wearing a shirt and has gauntlets on, a belt with two pouches on it, a dark brown loincloth over green pants, and is barefoot.

And he saw an Asian thirteen-year-old boy with short black hair.

'Amadeus Cho? He just started going to our school.' He thought before he focused on the last picture.

It's a Native American teen girl with long black hair in a braided ponytail, brown eyes, and a white right handprint over her face. She's wearing a black sleeveless top baring her midriff with wrapping around her arms up past the elbows with feathers on the top. As well as tight black pants, a brown belt, and black boots.

"We've set up surveillance for potential heroes. You don't have to watch Flash or these heroes. S.H.I.E.L.D.'S keeping tabs." Fury said as Naruto looked over.

"We can do more. Train them, keep them on the path before Taskmaster or whoever gets them first… Make them agents like my Team."

"That was a one-time thing." Fury said, walking away. "S.H.I.E.L.D.'s not set up to take in everyone with power."

"I'm not going to stand by and let them get hurt, or for someone else to get to them first." Naruto turned, missing a glitch on the screen as Taskmaster appeared for a split second.

"OK, I'll provide the info, and you and Spider-Man recruit them." Fury said as Naruto raised an eyebrow under his mask. "You will need help and the others are on a mission for us at the moment."

Naruto nodded before he walked back to Venom's cell and opened it. "You still want training?"

"Agent Venom reporting for duty!"

"Welcome to hell then. Now I gotta get your teammates." Naruto said bringing up the pictures and focused on the one he was going to first and tapped the picture.

To Be Continued.

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

Beta: Chaos-PSD.

The poll's closed and Yes won 100 and No 24. I apologize to the 24 but the majority spoke. In an hour or a little later, I'll put up the next story poll that'll go down when this or Maelstrom Avatar's done as I'm in the 3rd season for both, Korra's only got 26 episodes left... Though I will be doing the game for a couple of Ch.'s to let the AO3 readers give a say on of Naruto should learn Lava bending and/or fly.

And yeah, there's a bunch of multi-part Eps on these two seasons, and will skip the Spider-Man alone fighting his rogue gallery.

So an hour after this check for the new poll.

Next to be updated will be The Maelstrom Jedi.

Nothing else to say.

Talk To You Later,

Lone Wolf Out.🐺