Hi everyone. I'm here for Chapter 3. In this chapter: Natasha disguises herself as Natalie Rushman, and becomes the substitute teacher at Midtown High. Peter knows it's her, but he suddenly gets distracted by a transfer student who turns out to be Yelena Belova (the blonde Black Widow from the comics) and Grant Ward. Can Natasha save our wall-crawling friend? Find out next! Also, I'm using Quinton Beck's villain name which all of you know as Mysterio. Now, enough idle chitter-chatter-goss-tatter-jibber-talk. Let's get this chapter underway!

Disclaimer: Same as before.

Chapter 3: HYDRA Infiltration At Midtown!

Quinton Beck was on the phone with someone who he thinks can take Spider-Man down.

"Is Yelena Belova there?" he asked.

"Yes, zhis is her speaking." a female voice said in Russian. "Who are you?"

"I'm Quinton Beck. I have a job for you and Grant Ward to do."

"What is it?" Yelena asked over the phone.

"It involves this individual by name of Spider-Man and the one whose helping him out. Natasha Romanoff." Beck replied.

Yelena bit her lip and grabbed a glass object, only to slam it on the ground of the room she was in. "I'll be there right avay. And, Mr. Ward shall assist me as well."

"Excellent." Beck said. "Another thing, my code name is...Mysterio."

"Very well, Mysterio." Yelena said as she got off the phone.

Spider-Man was swinging by trying to get to school. While this was happening, he said, "Well, so far nothing has happened. It's a very peaceful morning in the Big Apple, and not a villainous worm in sight." he landed on a rooftop and began to run across. "Okay, it' wasn't hilarious. Anyway, I just woke up and found out that Natasha Romanoff A.K.A. The Black Widow woke up, disappeared and left me a text that said "Fury contacted me and informed me that something came up. I'll talk to you later. Smooches!"Smooches? Jeez, I have no idea that last night's kiss was something so mind-blowing and breath-taking at the same time. We agreed to take it slow but I think that we went a little too quick on that one. Besides, I haven't kiss a girl since um, forever. Especially Mary Jane Watson. Anyway, I gotta get to school since there's no criminal activity going OOOOOONNNNNN!"

The wall crawler was interrupted by a gunshot to his webbing to his webbing and fell on top of the building. "Hey, what gives?" Spidey demanded, and then he got kicked in the back of his head which caused him to fall down and yelled "Ouch! Hey, what the...?"

"I give, Spider-Man! And I have more than that to give you." said a woman's voice, it sounded Russian. Spidey looked up and saw a blonde woman in a black leather outfit that showed her abdomen as well as her bust. Spidey felt his heartbeat going rapid like a kangaroo gone mad, or a sack of potatoes on roller-skates.

"Excuse me, blondie, as hot and beautiful as you look right now, who are you!?" Spider-Man said in a fit of shock and confusion.

"Yelena Belova, at your service." the blonde Russian said.

"Nice introduction and all but..."

"Silence!" Yelena backslapped Spidey in the face before she continued. "And, I am also the real Black Widow."

Spider-Man started making various twitching noises. "Th-The REAL Black Widow?!"

"Poluchit' yego!" Yelena ordered her lackeys to attack the web-slinger in Russian.

"Look, I don't speak Russian, but I'm betting that you just said "get him!", as in that you're coming after me too? Wow! Now isn't that something." Spidey said as he trip the minions to the hardness of the rooftop. "Anyway, you can't be the Black Widow! Natasha Romanoff is!"

"Bah, that bitch doesn't deserve to be the Black Widow! I do!" Yelena said as she shot her guns at our hero, denoting a fact that she hated her.

"Okay, so what's your problem with Natasha?" Spider-Man asked because he did not know about this. "Do I sense a hint of jealousy and envy in you?" He quipped again. "Because, if you are, then you're like a Blonde haired, Russian green-eyed monster! Y'know, the one with a pretty face, and an ugly personality?"

"Silence, you arachnid moron!" Yelena shouted. "She betrayed Mother Russia, moved to this pathetic country and disgraced the Black Widow name! Only I can be the true Black Widow in this lifetime, not that bitch Natasha Romanoff!" She shot at the web-head again, but he dodged every shot.

"You got some serious issues and insecurities, you know that?!" Spidey said as he came lunging at her again. "Whoa!" Spider-Man said as he got flipped by her over to a wall. "You got some skills, I'll give you that." Yelena pointed one of her guns at him

"Thanks, but save your compliments of me to yourself, you stupid American!" Spidey shot a web in here eyes, and got back up.

"Hey now! Do you kiss the Russian tyrant with that mouth? No offense." Spidey ran at her and was tripped up by her yet again.

"Surrender while you still can!" Yelena said, but then a voice on her comm-link said

"Alright,, Yelena, stop! Let him 's enough. Our time is of the essence."

"We'll meet again, Spider-Man! It is fortunate for you that I must depart. Give that bitch Natasha my regards." Yelena hissed at the Wall-Crawler before she pulled the smoke pellet from the back of her pocket, slammed it on to the ground and disappeared in a pile of smoke, causing Spider-Man to cough violently.

"Dammit! She's gone!" Spidey said as he complained. "It's bad enough I have to deal with someone claiming to be the real Black Widow." He began to put two and two together. "I gotta find Natasha and warn her about this Yelena Belova."

Quinton Beck, now calling himself 'Mysterio' was watching via the his spy-drone. But now, we see a man with a insect themed armor. And his face had short dark hair in a mullet, and his eyes were golden.

"Mysterio, The Spider Slayer has arrived for you." Harvey said.

"Ah, Alistair Smythe, glad you could make it." Mysterio said.

"Always a pleasure, Mysterio." Alistair said. "No doubt whatever is in the pod S.H.I.E.L.D. has in custody could benefit my cause to save my father."

"Indeed, Smythe." Beck showed him around and noticed that the pod had been in the custody of Phil Coulson.

"So, that Coulson man has the pod, eh?" Smythe said as he saw the screen.

"Yes, do you know anything about it?"

"Indeed I do." Smythe said.

(A/N: Sorry, I have to stop Smythe's explanation right there, until the time is right! No spoilers!)

Later that day, Peter was in a rush to get to his locker.

"Ohmygodohmygodohmygodohmygod! I can't afford to be late!" Peter said as he ran across the hallways of Midtown High School. "Excuse me!" "Pardon me!" "Coming through!" "Sorry!", were the various phrases he said as he ran over to his locker.

He felt such relief and said, "Yes! Made it to my locker!"

He unknowingly heard footsteps approaching, "Excuse me, young man, but you shouldn't be running in the hallways." said a sultry woman voice.

"Oh. Sorry about that. I was...N-N-Nat?!" Peter was shocked to see Natasha in a really hot looking disguise. She was in a blue blouse, black mini skirt, red heels and work glasses, her hair was in a bun and her...assets were showing, That sort of thing had Peter all tongue-tied.

"Boo!" she said.

"Nat, is that you?" he asked.

Natasha kissed Peter on the lips, while no one was looking. "In the flesh." she replied.

"Yeah, I see you got on a very a very sexy disguise." he commented. "Don't cha think you might attract some attention from everyone here in Midtown High?" Peter inquired.

"Let me worry about my outfit, okay?" Natasha stated. "I'm comfortable with the way I look."

"Fair enough. Anyway, what are you doing here?"

"I'm undercover. Fury informed me that HYDRA has hired someone to infiltrate this school and come looking for you. So he sent me here to disguise myself as a substitute teacher to look after you and find out who they sent." Natasha said.

"I see." Peter was impressed. "And, you won't believe who I ran into on my way to school."

"Who?" Natasha asked wanting to know.

"A crazy blonde Russian who goes by the name Yelena Belova."

"What?!" Nat said feeling all bug-eyed.

"Yeah. She tried to kill me this morning, claiming that she's the Real Black Widow. Probably out of jealousy." Peter said.

"Oh god." Her face feeling shocked even more.

"I take it that you have some kind of history with her?" our web-spinning wonder inquired.

"Of course I do!" Nat said. "She was trained in the Red Room like me. She's dangerous, Peter. She can be..." Natasha paused when she noticed that Peter was staring at her bosom. She placed her finger on his chin, lifted his head up and said, "Ahem! My eyes are up here Pete. So, pay attention.

"Sorry, I got distracted by your cleavage." Peter replied, blushing bright red feeling embarrassed.

"As I was saying, she can be anywhere posing as one of your classmates here, or anyone else for that matter." Natasha warned.

"Then, I'll need my Spider Sense to warn me whenever I cross paths with her." Peter said feeling like he was about to undertake a dangerous job.

"You'll have to, Pete." Natasha said whispering. "Inform the others about her. I'll do the same with Coulson. But until then..." Natasha kissed Peter again before turning around and walked away saying "Byt' predel'no ostorozhnymi."

"Excuse me, Nat. But what does that mean?" Peter asked.

"It means, 'Be extremely careful'." Natasha said.

"Okay, well I'm off to class. You do the same, Nat." Peter said as he walked over and slipped right on the floor. He accidentally bumped into a janitor with a brown hat.

"Hey, watch it kid!" The janitor said in a harsh tone. "Just get out of my way, I've got floors to mop here."

"Sorry! I'm in a bit of a rush for class." Peter said when he got up and ran over to his classroom. Little did he know that the janitor was someone else in disguise.

"Oh, you're in a rush alright, Spider-Man." He said chuckling evilly. "A rush towards your destruction." he said as he were. "Mysterio, I'm in the school, and I had to disguise myself as a janitor."

"Well done, Ward. Mr. Smythe is impressed." Mysterio said over the communicator.

Peter went to class, he sees a guy with brown hair in a fancy clothing and with him was a girl with long red hair and green eyes. The guy was Peter's best friend: Harry Osborn, the son of his nemesis: Norman Osborn/Goblin and the girl was Mary Jane Watson. These two stuck with him after his Uncle Ben died.

"Oh, hey Harry, Hey Mary Jane." Peter said as he greeted them both.

"Hey Peter. It's a good thing you're here on time." Mary Jane said.

"Yeah, good thing." Harry said. "Because, we got an exchange student coming today. Angela. She's from Russia and she's a total babe."

Mary Jane jabbed Harry in the ribs. "Harry!" she complained.

"Dude, was that really necessary?" Peter added to M.J.'s complaint. "Girls from Russia wear traditional school clothes like they go to prep school."

"I know Pete, but you gotta see her when comes in." Harry continued with his hormone's talking.

"Okay Harry." Peter said. "But, next time, try not saying that in front of M.J., okay? I don't want her to feel jealous."

"Sorry, M.J., I couldn't help myself." Harry said apologetically.

"You'd better." Mary Jane said with a smirk. "Otherwise, I'll help you get your but kicked by a bunch of angry New York girls."

"Okay, take it easy!" Harry said feeling frantic about what Mary Jane would do.

"You'll have to excuse me guys." Peter said. "I gotta take my seat."

"Yeah, sure." M J said as she went over to her class.

"We'll see you after class Pete." Harry said as he went to his seat. As this happened, we see a little boy with long black hair, a red sweater-like jacket, jeans, and white and red sneakers. this was the seventh smartest guy on the planet Amadeus Cho/Iron Spider. He was always Peter's rival, but their friends now.

"Amadeus Cho, what's up, man?" Peter asked.

"Right back at cha because I've been trying to find you 30 minutes ago." Amadeus said. But, he was holding some kind of nap-sack.

"What's that?"

"Coulson told me to tell you that S.H.I.E.L.D. has been upgrade your costume even more." Amadeus replied to Peter's question.

"Into their version of it? Tell them no thanks." Peter said foully.

"No, I'm telling you that they upgraded it to make it more like you." Amadeus shot back in a kind manner. "And, they came up with features of it when you go on missions and adventures. Cool huh?"

"Only when I see it for myself." Peter replied, folding his arms.

"Fine with me." Amadeus said as he got into his seat. "Hello students." a voice said. "I'm your Substitute Teacher: Ms. Rushman. Please be seated, and allow me to welcome our transfer student." Natasha said while in disguise.

The transfer student was wearing a standard Russian school uniform. "Hello all of you. I'm Angela. I just transferred from Moscow, and I am looking forward to learning about your culture here in America."

Peter paused and began to stare at her when she walked by him, she winked at him. "Hmm, your rather handsome." she said, causing Peter to fall out of his desk.

"Mr. Parker, please get off the floor and back in your seat." Ms. Rushman said sternly though everyone of the students chuckled at how Peter fell, while some did not.

Natasha turned her head in disgust, while in her thoughts, "No doubt in my mind that has to be Yelena. I know I don't normally do this, but I thought I'd give it a shot. I did that yesterday, so, why not today. Also, I always thought that Spider-Man was nuts, looks like I was wrong. But, can you believe the nerve she has, hitting on him like that!? Okay, who am I talking to?"

In The Cafeteria, Peter got his lunch and walked over to one of the tables was. And, in his thoughts, "So far no sign of Yelena Belova, but I still have to watch my back. Natasha warned me that she's the master or should I say, mistress of disguise. I just hope that she doesn't disguise herself as the beautiful Angela, even though she can be a distraction by the way she flirted with me. Speaking of which, all of the flirting Natasha Romanoff did to me yesterday and this morning, if we agreed to take it slow, then why are we starting to become attracted to one another? I mean look at her, she's a hot spy slash superheroine member of the Avengers who's also an expert on espionage and all that jazz and she takes that one seriously. And me? I'm just a teenage wall-crawling, web-slinging, wisecracking who's taking a serious responsibility for what he does. When we first met when I was offered to join the Avengers, she was rarely impressed. The second time, I teamed up with the Avengers against Ultron, even though Captain America quit, but she never changed and became annoyed by my antics. The third time while we were participating in the Contest Of Champions over the fate of the world, including my Aunt May, Black Widow and I put our differences aside and we started to have a better understanding with one another."

"Yo, Pete! We're over here!" Luke called over to him. Ava, Danny and Sam were with him too.

"Hey guys." Peter said as he sat down. "What's up? I'm glad to see you all here."

"Why? Is there something you want to tell us?" Ava asked.

"Yeah, cause I got news that's just as bad as Wolverine's lack of hygiene." Peter said as Sam laughed a little bit.

"Well, out with it Pete." Ava said. "We haven't got all day."

"Okay, okay!" Peter said as tried to break the news to his friends. "Alright, look. One of HYDRA's agents is currently infiltrating the school as we speak."

"WHAT!?" they collectively said.

"Oh, there's more." Peter added. "After I informed Black Widow about my run in with her arch enemy, Yelena Belova, she warned me that she could be disguising herself as anyone, waiting for the right moment to..." Peter stoped before he turned to the left and saw Angela sitting next to him.

"Hey, Peter." she said. "Why do you look so surprised, darling."

"Oh, that's nothing." Peter said sheepishly. "I was just talking to my friends."

"Friends?" Angela asked, and saw them in front of her. "Oh, I see. Especially when the one with Black hair is staring right below my beautiful eyes."

Sam licked his hand and moved his hair slick back before he spoke. "Like your smile?"

"Eh, yeah." Angela said nervously.

"Real smooth, Sam." Ava said sarcastically.

"Pleas, pardon my awkwardness, Ms..."

"My name is Angela. A Russian exchange student."

"Nice. My name is Sam."

"Daniel."

"Luke."

"Ava."

"Charmed." Angela said.

"Wow. That didn't take long for you guys to introduce yourselves to her." Peter muttered to himself.

"So, do you mind tellin' us what you're here for?" Luke asked.

"Are you kidding?" Angela asked. "I came here to visit New York City because I heard a lot of great things about zhis town, despite how rude some New Yorker's really are."

"Well, that's NYC for ya." Luke reassured. "But, don't worry, you'll get used to it for a while. I mean not a lot of New Yorker's are rude, loud and miserable."

"Well, tell that to the annoying, cranky old man with the Hitler mustache on the big screen in Times Square who yelled and shouted like Viagra failed to cure his downright stupidity!" Angela joked.

Everybody laughed until, Peter felt somebody groping his rear end. "Hey! Who pinched my butt!?" he said.

"Hey, don't look at me!" Ava shot back. "I'm sitting across the table from you!"

"Angela, don't take this the wrong way, but was that...?" Peter inquired.

"Nope, it vas not me." Angela replied.

"Of course not. It was me." Everyone turned their attention to someone sitting by Peter on the right revealing to be Natasha Romanoff, in her disguise. Everybody appeared shocked while Angela appeared to frown with hate towards her.

"Nat, what are you doing here?" Peter whispered shockingly.

"I thought I'd join this conversation while sitting next to you." Nat said as she moved closer to him.

"Well, judging by the outfit you're wearing, and your cleavage is showing out, I bet..." Sam said but Ava slapped him upside the head. "Ow!"

"Shut up, Sam!" Ava said feeling infuriated. "God, you're such a pervert!"

"Well, excuse me Ava." Sam retorted. "I was indicating that Peter Parker is starting to become a lady killer slash chick magnet."

"Yeah? Well, you try to get sandwiched by two beautiful women beside me" Peter complained.

"Thank god I don't watch teen drama or reality shows anymore." Luke stated.

"Me neither, Luke." Danny seconded that emotion.

"Excuse me, but who are you?" Angela asked.

"Natalie Rushman, today's substitute teacher."

"I'm Angela, exchange student from Moscow." Angela replied.

"It's nice to meet you, Angela." Nat replied.

"Not quite, because you reminded me of somebody I met before in zhe past."

"My thoughts exactly." Nat replied. "So, you must be the type of girl who dresses up like a slut."

"Yeah? Vell, you're just and old hag who dressed like a stripper in a suit with a very short skirt and vears her buttoned shirt with her cleavage showing." Angela insulted.

"Who are you calling an old hag?" Natalie countered. "You're jealous that I get all the guys who will bow down and worship me like the goddess that I am and you're just a naive little girl who is all scatterbrained."

The four students were all 'ooh' and Luke broke the silence, "Damn! Them fightin' words!" he said.

"Verbal arts of combat." Danny added.

"Heh, and here I thought Amadeus Cho talked too much in big words." Sam said jokingly.

"I'm not naive and I am not scatterbrained!" Angela said viciously. "You're just stupid and delusional!"

"Like hell I am!" Natalie said, "You dress so much like a whore, you make every mean girl at this school look like stupid whores."

"Language, Ms. Rushman!" Sam said to the two ladies. They turned their head toward him with anger in their eyes.

"SHUT UP SAM!" they said in unison.

"Okay, that's enough!" Peter yelled. "I don't know why you two are acting like this, but this has to stop!"

"You're right, Peter." Angela said apologetically. "It's not worth wasting my time and energy, arguing with zhe likes of her anyway. I have to go now. Can we meet after school so ve could valk around Queens?"

"Yeah, why not?" Peter answered.

"Great! Uvidimsya!"

"Let me guess, 'See you later'?" Peter wondered.

"Da. Angela left, but then Peter felt frustrated by what had just happened.

"Nat, what the hell were you thinking, arguing with Angela in front of everyone?!" he ranted. "Are you trying to embarrass me?!"

"What was that?!" Natasha questioned.

"Hey, don't act like that!" Peter shot back. "You're a professional spy working for S.H.I.E.L.D. and yet you were being unprofessional by doing what you did in public!"

"That's Yelena Belova posing as a Russian exchange student! Didn't you notice that?!" Natasha inquired.

"Well, she doesn't look like Yelena to me." Peter said calming down. "Even if she does, my spider sense would've alarmed me."

"Just don't meet up with her after school until we come up with a plan. It's too dangerous for you to..." Natasha said but Peter cut her off.

"You know what? Just forget it!" Peter said. "She's not Yelena Belova, okay? We'll deal with her eventually, but as far as Angela is concerned, just butt out of this!"

A very angry Natasha slapped Peter in the face really hard. "You idiot! No wonder you always learn the hard way." Natasha picked up her tray and walked away, leaving Peter stunned.

The other students in the cafeteria all looked at this in shock. Even Mary Jane and Harry were puzzled by this, but then a young man about Harry and MJ's age went to sit next to them. "Damn, what a rotten way to act." said the boy. He had blonde hair and brown eyes. "I have never seen anything like that before in the last few weeks."

"Uh, excuse us, who are you?" Harry asked. "I'm Harry Osborn, and this is Mary Jane Watson."

"Hey there." MJ said.

"I'm Bobby." he replied shaking both their hands. "Bobby Drake. I'm from Long Island."

"Oh, did you see the way Zack Ryder got ripped off by The Miz?" MJ asked.

"Yeah, there needs to be a rematch at Payback." Bobby added.

Black Widow saw Peter walking over to his house, with . He did not know what was really going on. She also saw Angela (Yelena in disguise) with him, she began to grit her teeth and little did she know what was happening.

"Oh, Peter, that was the best walk around Queens I've ever been on, da." Angela (Yelena) said.

"Unbelievable!" she said slapping herself in the forehead. "Why the hell didn't he listen to me? I should have found a way to GET him to listen!" Then she has the flashback.

FLASHBACK...

Nick Fury was in his office at the S.H.I.E.L.D. Tricarrier, and he approached Black Widow about something she needed to know.

"Natasha, there's something you need to know." Nick said.

"What is it, boss?" Natasha asked.

"Read the file." Fury showed a file with the picture of Yelena Belova. "That young lady want's to replace you as the Black Widow."

Natasha read the file, and it had information on Yelena Belova. Nat was blown away by her M.O..

"She's trained in the Red Room Academy of Espionage. Just like me." she had a worried look on her face.

"They trained and tested her after you defected to the United States." Fury briefed. "Her goal and obsession is to take you out and replace you as the Black Widow after believing that you are a traitor to the Soviet Union."

"But, she's still young. And possibly reckless." Natasha said as she felt a jitter run up her spine and down.

"That's what made her so dangerous. So take extreme caution when you cross paths with her."

In the warehouse, somewhere on the wharf, Natasha went on a look-around, to find the one who wants to replace her. She stood ready for anything, but then Yelena appeared behind her with a 9mm handgun pointed at the back of her head.

"I was expecting you, Rooskaya." Natasha said as she pointed her gauntlets at the blonde.

"Good. Because, you know vhat must happen." Yelena said venomously. "You had a good run, Natasha, but your time as zhe Black Vidow is officially over, the moment I take your life, because you don't deserve to live."

"Why is it always the younger ones" Natasha complained. "Kids like you always try to be better than the ones before them. That type of shit gets on my nerves."

"Oh, fuck off, will you?!" Yelena shot back. "I may lack your experience, but I am equal to you in so many ways! But not for long!"

"If you think that you're going to be superior to me, Rooskaya, then you've got another thing coming."

"Shut up bitch! You turned your back on Mother Russia to live in America! You stole the Black Widow name from my country! You were a legend ahead of your time! But, your legacy...will soon be replaced be mine...and I will be the greatest Black Widow of all time." Yelena boasted venomously.

"I really hate to break it to you, but you still have a long, long, long way to go, Rooskaya."

Yelena lost her composure and pulled the trigger. Natasha managed to duck before the bullet fired out of the barrel of the gun and punched her in the abdomen. They both got into a back and forth fight, until Yelena caught Natasha off guard from behind, pulled out a knife and placed the edge of the blade by her throat.

"Told you so." Yelena taunted.

"Not quite."Natasha responded by elbowing her in the abdomen, twisting her body away from that position, removed the knife from her hand and put her in the flipping cross armbar.

Yelena struggled to get out of the hold, but Natasha held on. Then she grabbed the knife from the floor and sliced Natasha on the shin which caused her to scream in pain and released Yelena from the hold. They pulled out the handgun and aimed at each other.

"You put up a good fight. I'll give you that." Natasha complemented her.

"Too bad you didn't." Yelena pulled the trigger and fired the handgun at her. Natasha ducked and shot her in the right arm, which caused her to drop her gun and scream in pain.

"It's over Rooskaya" Natasha taunted. "Give up your ambition and go home. You don't want this on your guilty conscience."

"Poshel na khyu, ya budu imet' moyu mest'" Yelena hissed in Russian before she retreated from her while Natasha frowned worryingly.

"Bozhe Moi." Nat muttered.

END FLASHBACK...

"Peter, could you hold still for a second?" Angela asked.

"Sure." Peter said, as Angela leaned and kissed him on the lips, causing him to be all wide-eyed, making Natasha even more angry. But, then Peter fell asleep, which turned Nat's expression from anger to shock.

Angela laughed evilly, and turned off a holographic mask. She took it off and it revealed her true face as Yelena Belova. "Stupid America. Always falling to zhe plague of Lust. I alvays found it to ze greatest of ze seven deadly sins."

"YELENA!" Natasha shouted as she ran towards her

"You again, bitch!?" Yelena said while Natasha pinned her to the ground. "I thought that my plan to cause friction between you and zhat stupid wall-crawling nitwit would work."

"You planned this all along?!" Natasha yelled. "I knew it! Who put you up to this? DEADPOOL?"

'Zhat merc with a mouth?" Belova wondered. "No, he didn't hire us."

"Us?!" Natasha said, then got blindsided by Grant Ward, being rendered unconscious.

"Excellent work, Yelena." Grant said as he helped her up.

"Anything for you, Grant." Yelena replied as she allowed him to put his arm around her.

But little did they know, a mysterious woman in blue and white gear with a blue white and magenta mask with long brown hair was watching them. "Oh no." she said sounding worried. "I must warn Clay. And if the time comes, Spider-Man could be a major ally to the X-Men."

Some time later, Spider-Man began to stir and woke up tied to a chair, and Black Widow was behind him.

"What happened?" Spidey asked. He looked up to see Grant Ward.

"I happened...Spider-Man!" Ward said. as he zoomed his head. "I'm Grant Ward, HYDRA splinter cell."

"I know who you are, Ward!" Spider-Man said. "Where's Natasha!?" he demanded.

"She's behind you, Bug." Ward pointed his finger and showed that Natasha was tied up behind him. "I have you both incapacitated. Yelena and I were in league, and we managed to get the drop on you."

Spidey struggled to try and break free. "Keep struggling if you like. It wont' do you any good." Ward said as he walked over to Yelena, and put his arm around her.

"So, you were behind this all to cause friction between me and Widow?" Spidey ranted.

"Exactly!" Belova said as she walked in. "Looks like you are not as gullible as everyone thinks, you American shit!" Yelena said as she kicked the web-head right in the ribs.

"What are doing all this for, Yelena?!" Natasha barked. "It's me you want! Leave him out of this!"

"In this order: I caused all this as my act of revenge for vhat you did to me, the last time ve met." Yelena said. "And also, vhy should I leave Spider-Man out of this? He stepped in and got caught in my line of fire. I leave NO survivors?"

"So, what are you gonna do while we're incapacitated?" asked Spidey.

"Oh, not much, just gonna set of HYDRA's newest weapon: The Big Bang Cannon, and destroy every inch of Manhattan!" Grant said with a venomously devious smirk on his face. "And, this time, revenge will be ours. Right, Yelena?"

"Da, Grant. Da." Yelena said working her charm on him. "Now then, our employer does not want us to delay any further, let's head for downtown and dispose of that insufferable police department!"

"Ladies first." Ward said as he allowed her passage.

"You are such a gentleman." Yelena said as the two left, Grant placed his arm around the back of her waist. "Oh, boys, watch over them. Hail HYDRA!"

The fiends said in unison, "HAIL HYDRA!"

"I think I'm gonna barf." Spidey said to himself.

"Don't do that here!" Widow warned. "If you do, I'm not cleaning it up."

Yelena got onto the phone, and called Beck.

"I have some good news for you, Mr. Beck." Belova said into her phone. "We made sure that the web-headed scumball and that bitch are out of the way."

"Excellent work, Yelena." Beck said through the comm-device in his helmet. "I knew I could rely on you and Grant."

"By the way, we have a new weapon to use on Manhattan." Grant said as he added to what Yelena said. "The Big Bang Cannon is charged up and ready to work by your command."

"That's what you call it?" Mysterio asked. "I've heard better names from Loki, Dr. Doom and Atuma. But, whatever floats your boat, I guess."

"Hail HYDRA!" the two said in unison.

Mysterio joined along with that, "Hail HYDRA."

Meanwhile, Spider-Man and Widow were still tied up. It had been a few minutes since they were locked up.

Spidey kept on struggling, trying to get loose. "There has to be a way out of these ropes!" he grunted. "If they use that Big Bang Cannon in the Downtown area, HYDRA's gonna take a really huge bite out of the Big Apple!" he said frantically.

"Just hold still, calm down, and leave that to me." Widow said as she smiled. She got out a knife she managed to pick out of one of the HYDRA men's pockets.

One of the HYDRA agents walked over to the wall-crawler, another joined him and he asked, "Hey, vhat the bloody hell do you think your doing?"

Spidey replied, "Nothing! Just enjoying the fresh air. I think"

"Bullshit!" Heinz siad. "I do not feel any fresh air!"

"Yeah, me neither!" HYDRA #2 said. "Besides, your tricks won't work on us!" the two guards pointed their guns at him.

Spidey sighed with comical nature. "Okay, you got me fellas. I was buying time."

"Just enough for us to get loose!" Widow said as she kicked them both in the stomach and got the ropes off.

After the two got the ropes off of them, Widow knocked out the two HYDRA Agents by punching one of them in the face and the other with a roundhouse kick to the stomach and a leg sweep. Spidey grabbed a chair, threw it at two more HYDRA men and knocked them both out at the same time with a jumping spin kick to their faces.

"C'mon, let's go!" Spider-Man said as he ran along with Widow. But then, 10 more HYDRA goons came in to intercept with machine guns.

(A/N: You see just like the legend of the real Hydra, it was a snake. And if you cut off one of it's head's, two will grow back. Gross right?!)

"Bohze Moi!" Nat said. "There's more of them."

"If that means Oh My God then..." Spidey and Widow in unison stated, "Let's Flip For It!" The two back flipped for about 5 times before they went on their fighting stance with Widow doing the splits. The 10 HYDRA men dropped their machine guns and ran towards the two superheroes.

"Let's take down 5 each!" Spider-Man said.

"On your left!" Widow said as she took down her first opponent.

"Hey!" Spidey shot back at her, "I don't suppose you'd prefer to be right!"

"Less talk, more action!" Nat kept fighting her way through, using her gauntlets.

"You got it!" Spidey said as he shot his webbing into their eyes, and used it to pull another to the ground and threw like a rag doll.

During the fight, both sides used martial arts with the HYDRA Agents getting the upper hand. The more Spider-Man and Black Widow fought, the more they get effected by the numbers. "Man, these guys are giving us a run for our money!" the web-head confirmed. "I mean, it's not like we're pay for their insurance."

"Got anymore bright ideas, Einstein?" Widow said as she raised her eyebrow.

"I think I do." Spidey whispered something into Black Widow's ear and she had an open smile on her face.

"Alright, ready?" Widow asked.

"Yeah!" Widow said as she wrapped her right arm around the web-head's left arm.

"GO!" they said in unison and two of the HYDRA Agents ran towards the Spiders.

"Now switch!" Spidey commanded as they turn around and roundhouse kicked both HYDRA agents in the face.

"And, Switch again!" Widow said as the two repeated four more times before Spidey called for another maneuver.

"Now on my arms!" Widow got on Spidey's arms as he swung her body around to kick three more HYDRA agents in the face, chest and abdomen each, then back flipped her kick the fourth one in the face.

"Now get low!" Widow said as the wall-crawler swung her down low so she could leg sweep six more HYDRA men until they fell down to the floor.

Spidey grabbed Widow up. "I hope I didn't rattle your brains."

"Of course not. I was a famous ballet dancer in the past." Natasha said as she revealed what she did before becoming a spy to our web-spinning wonder.

"Ballet dancer?"

"Yeah." Natasha replied with a nod.

"Well, can you mix that with your martial arts before I finish them off with the finisher I came up with at the S.H.I.E.L.D. Academy?" Spider-Man asked.

"Yeah. Now, keep your eyes on me, web-head." Natasha replied.

"I'll try." The 10 HYDRA men got back on their feet, and after that, Widow soften them up when spinning gracefully like a ballerina.

"They're all yours!"

"All right! Here it comes!" Spidey shot his webbing at the ten HYDRA men all together, swung them around until he threw them up in the air and preformed his finishing maneuver called Maximum Spider, knocking them unconscious.

"Guess that takes care of them."

"Right." Widow said as she went over to him. "But first things first." she slapped Spider-Man in the face.

"OW!" he said wincing in pain. "I take it that your still mad at me for letting Yelena cause friction between us."

Natasha bolted to his face with a look of anger in her eyes. "You're damn right you did!" she yelled. "This is all your fault! If you had heeded my warning about her being disguised as an exchange student, this wouldn't have happened!" she turned her back with her eyes shut.

Spidey sighed sadly, feeling like he was gonna cry. "You're right, Natasha. It was my fault. I'm sorry for doing that earlier. I really want to make it up to you, by taking the fight to HYDRA and get back at them. But, right now, I don't know how get over myself."

Black Widow turned back around and opened her eyes to see the web-slinger's sad face. "Well, don't start crying. I know one way." Natasha said as she pulled his mask up to uncover his mouth and kissed him on the lips. "Because, I'm coming with you and settle the score with Yelena. I'm going to make that bitch pay for what she did!" she clenched her fist.

Spidey was still somewhat awestruck. "Fair enough." he said. "But, I gotta ask, why do you keep kissing me? Are you in love with me or something?"

Natasha turned her head to him and stated, "Love is for children, Peter. I just...couldn't resist kissing you. That's all."

"I see. Let's go... Hey!" Widow pulled Spider-Man and kissed him on the cheek she just slapped.

"Now let's go!" Nat said as she ran in the direction that Ward and Belova went.

"Hey, I said that first!" Spider-Man protested.

"Uh huh. Now, come on!" Natasha said as she kept running while Spidey held her hand.

On another part of the globe, we see the base of S.H.I.E.L.D. agent Phil Coulson, and some his team: Daisy 'Skye' Johnson/Quake, Leo Fitz, Jemma Simmons, Lance Hunter and Lincoln Campbell/Sparkplug.

"How are we doing on the pod, everyone?" Phil asked.

"We still couldn't figure out what this pod is capable of." Fitz replied. "It seems that the Shocker was clever enough to cover someone else tracks."

Coulson started to think about it carefully, but Sparkplug added to the convo. "That depends on the someone else you refer to is a potential mastermind of all of this."

"You mean to tell me that the potential mastermind is someone from Spider-Man's past that neither we or him know anything about? That would put us at a slight disadvantage." Coulson said as he folded his arms. "Speaking of which, how's Spidey and Widow doing so far?" he asked.

Quake gave the report on it. "Besides the fact that Agent Romanoff is staying in his house for the time being?" she asked. This caused Lance and Mack to turn their heads towards Quake.

"Yes." Phil said.

"Well, Nat contacted us and reported that she and the wall-crawler had a miscommunication about a Russian Spy named Yelena Belova, who is hellbent on replacing Romanoff as the Black Widow." Daisy said causing Lance to drop his wrench, Melinda to trip, and Leo gasp.

"Oh dear!" Simmons said as she felt shocked. "I've heard of miscommunication on a need to know basis, but that's even worse."

"Not as worse as putting up with Agent May and her attitude." Lance said as he were. "Believe me, she gave me Hell."

"That's why she's one of the best agents S.H.I.E.L.D. has ever recruited." said Coulson as he corrected Agent Hunter. "She's dedicated to her job , and she'll always pull out all the stops to accomplish her mission."

"Even if it means butting heads with her like she did with me?" Lance asked.

Phil breathed deeply in an insufferable way. "Let's just concentrate on the pod, Lance."

Just then, Clay Quartermain contacted on the computer. "It'll have to wait Coulson." he said. "Agent Romanoff gave us a signal before she and Spider-Man had gotten captured by Belova and the rogue agent working for HYDRA: Grant Ward."

This caused Phil to clench his fists, "That bastard!" he said. "I knew it would only be a matter of time before we cross paths with him again."

"Assemble your team, Coulson." Clay said. "Contact Spidey's while you're at it. All of you are going to get in on the action this time. When you pick up Spidey and Widow, consult Director Fury."

"Yes, sir." Phil said as he shut the com-link and turned to his fellow agents. "Daisy, Fitz, Simmons and Lance get Agents May, Morse and Mack, and get the plane ready. We need to rendezvous to the location where Spidey and Widow have been captured."

"As long as May doesn't get bitchy again, we'll be fine." Lance said in a vulgar manner.

"Watch yourself, Agent Hunter." Phil warned Lance.

"Sorry, sir." Lance apologized.

"Let's move out!" Coulson said as everyone went for the plane.

"It's about damn time. I have a score to settle with that bastard-face, Ward!" Quake said as her fist started shaking vengefully.

"That makes all of us." Leo said as he agreed with Quake.

"What he said." Jemma said as she also agreed with Quake.

"Sparkplug, keep analyzing that pod." Coulson said to the Inuhman.

"On it, Coulson." Sparkplug replied as he kept looking at the pod.

Meanwhile, Beck was still watching on his drone.

"Ah, yes, so Yelena and Grant going to Manhattan to unleash the weapon called the Big Bang Cannon, brilliant!" Mysterio said.

"Excuse me, boss." Harvey said as he approached. "Where exactly are we?"

"Why, we're in Malibu, California, of course." Mysterio said as he were. "Why do you ask?"

"No reason, sir." Harvey replied. "Now, can I get you a drink sir?"

"Sure. Jin Martini, shaken not stirred." Mysterio replied.

Later Spidey and Widow kept running until they saw them get away in chopper.

"There's HYDRA! We gotta stop them!" the web-slinger said as he kept running, only to have the chopper take off from their position.

"Dammit all to Hell! We're too late!" Widow said. "They're on their way to downtown Manhattan to unleash their weapon!"

Spider-Man turned to her and said, "We need to contact The Avengers and stop them before Ward and Belova zap New York into... only Heaven knows what they'll do with it!"

"No can do, web-head."

"Why not?" Spidey asked feeling bug-eyed.

"Because Cap, Stark, Clint, Thor and Falcon are dealing with a situation in Asia while the Hulk is leading the Agents Of S.M.A.S.H. in Vista Verde." Natasha said "So, technically, we're on our own."

"Damn!" Spidey complained. "Well, at least we can still contact my team." he said as Widow put her hand on shoulder.

Nick Fury contacted them on Spidey's watch. "I agree, Spider-Man." Fury said. "But, I strongly recommend that the six of you should team up with Phil Coulson's team of S.H.I.E.L.D. Agents who have a history with Grant Wrad."

"Are they top notch?" Spidey asked.

"More than that, they're the best." Fury said. Then, Widow saw a jet flying to their position. It had the S.H.I.E.L.D. logo on it, and landed as Coulson opened the door.

"Spider-Man! Romanoff! Come inside, and my team will get you to where Belova and Ward are! We have a city to rescue!" Phil said as he extended his hand.

"C'mon, Widow." Spidey said as he brought Nat inside. The size of it was amazing.

Inside, Spidey was amazed by the members of Coulson's team. "Spider-Man and Romanoff, I would like you to meet my team." Coulson said, giving a proper introduction.

"Like my old friends Lance Hunter and his ex-wife, Bobbi Morse also known as Mockingbird who went on a mission with me and Hawkeye in Budapest one time?" Natasha asked as she recognized her old friends. "Most definitely."

Mockingbird got up and shook Natasha's hand, "It's been a long time since we went on a mission together, Natasha." Bobbi said. "How have you been?"

"Considering that I've been stuck with Spider-Man while committing my time with the Avengers, I'm doing just fine." Natasha replied to Bobbi's question. "What about you two?" Bobbi turned her head to Lance. "Oh, you know, on and off again."

Lance got up and went over to the wall-crawler, "So you must be Spider-Man." he wondered.

"Yep, in person." Spidey said feeling confident.

Lance quickly extended his hand and introduced himself. "Agent Lance Hunter. I admired your work, especially when you crawl on the walls, swinging from the webs, and do your stunts."

"I wouldn't say that, but thanks." Spidey shook Lance's hand and did the fist bump.

"Hello there, Spider-Man." Jemma said as she shook the web-head's hand as well. "It's wonderful to see you again."

"Yeah, ever since that Lizard incident at the S.H.I.E.L.D. Academy." Leo added.

"Right back at ya, Fitz and Simmons." Spidey said as did the double index finger-point gesture.

Mack went over to him next. "Agent Mackenzie, but you can call me Mack. I'm the team's mechanic."

Next was Skye, "I go by the codename Quake. I'm an Inhuman hacker who crates Earthquakes by sensing vibrations. That's what made me what I am."

"Nice to meet you two as well." Spidey said as he high-fived the two.

"Where's Agent May?" Widow asked. "I take it that she's still fuming over my victories over her in target practice and sparring matches?"

"Agent Melinda May is in the cockpit, but she'll put it on autopilot while we pinpoint HYDRA's location in Downtown Manhattan." Phil said turning his attention to the web-head. "She's rarely impressed by your heroics and antics at the same time."

"Yep, she never changes." Nat said being blunt.

"Everybody's a critic." Spider-Man joked. "Anyway, what about my team?"

"They'll arrive shortly, but right now, we have work to do." Coulson said. "Fitz and Simmons will show you the costume upgrade when you meet them in the lab. When Power Man, Iron Fist, Nova and White Tiger arrive, all of us will consult with Director Fury. Until then, everyone carry on."

Spider-Man went with Nat to a spot on the jet, where they could speak in private. "I don't know about you Black Widow, but I am determined to get back at HYDRA after pulling a charade on me today." Spidey said.

"So am I, Peter." Widow replied with a serious look in her eyes.

"Like I said before, I got us into this mess, Natasha." Spidey stated as he felt down in the dumps. "I really just want to make hings right, and get us out of this fix."

Natasha put her arms around Spidey and held him tight, then broke the silence, "Spider-Man, please stop blaming yourself for what just happened. We're going to make this right, together."

"Are you sure about that?"

"Yes." Natasha said with a smile.

They looked deeply into each others eyes before they snapped out of it and broke off their embrace.

"Uh, Widow?"

"Yeah?" she asked

"Do you wanna talk about it later?" he asked.

Widow thought about it carefully, "Yeah, that would probably be a good idea."

"Okay, I'm headed to the lab." Spidey said as he went over to where Leo and Jemma were

In their thoughts, they were like "I don't know about you, but I'm starting to have feelings for you right now." with the realization that they are strongly attached to each other.

To Be Continued...

Well, that's all for chapter 3. I hope you enjoy this even more. I even added some cameo's from Iceman and Shadowcat just for build up for the future chapters to come. Also, that reference to what has been happening in WWE, is true. Zack Ryder did win the Intercontinental Championship at WrestleMania 32, but lost it to The Miz on Raw. No doubt that there will be retribution.

Stay tuned for Chapter 4: The Hunt For Belova and Ford! Our spider heroes and thier allies from Phil Coulson's team go after Yelena and Grant before they fire the Big Bang Cannon at Downtown Manhattan. But little did they know, someone else is watching them. Who is it? Find out next time!

Also, for my friend ERo901 Tha Clean Up Man, I would like to wish you a very sensational Happy Birthday! And thank you for helping me with this story.

Please Read, Review, Fave and Follow. And remember, NO FLAMES!