Howdy people. I'm here to do the 4th chapter of this story. This chapter shows Spidey, Widow and the others in allying themselves with Phil Coulson's team of S.H.I.E.L.D. agents, and the lot of them all go after Grant Ward and Yelena Belova. The bunch must stop them before they fire the Big Bang Cannon and destroy Downtown Manhattan, otherwise HYDRA is going to take a massive bite out of the Big Apple. Can Spider-Man and Black Widow boost their relationship and save the city at the same time? Find out next!


Disclaimer: Same as before.


Chapter 4: The Hunt For Belova and Ward!

Inside the S.H.I.E.L.D. aircraft called Zephyr 1, Spider-Man anxiously awaited to receive an upgrade for his costume from Leo Fitz and Jemma Simmons in their laboratory.

"Alright, Fitz and Simmons, let's see what costume upgrades you got for me." Spider-Man said. "Amadeus Cho told me about it before Yelena Belova made me look like an arachnid idiot earlier."

"All of that aside, the upgrades have been downloaded into your costume." Simmons said. "I'm pretty sure you'll be pleased with what they have in store for you."

"There, now press the Spider Symbol on your chest." Leo said.

"Okay, if you say so." Spider-Man pressed the logo on his chest, and his costumed turned into some sort of black and silver armored version of it. "Wow. I'm all armored upppppp!" he fell backwards due to the armor's heavy weight.

"SPIDER-MAN!" Fitz and Simmons panicked.

"It's alright, it's just that this armor is heavy." Spider-Man grunted.

"Sorry, sorry! We sort of forgot to mention that the armor is made of steel." Leo stated.

"Yes, just enough to protect you from high-caliber weapons and very dangerous weapons while battling them." Jemma replied.

"Even if this armor slows me down, I think I'll manage." Spidey replied as he pressed the Spider logo again, and he switched from the armored version to a black and neon green outfit. "Black and green? Sweet. Well, what does it do?"

"It's the Stealth costume." Leo answered.

"Stealth? Oh, I get it now. It makes me invisible." Spidey replied.

"Precisely." Jemma replied.

"Cool!" Spidey said as if he was in awe. "I might play a prank on Doc Ock next time I see him."

"But, tread carefully, Spider-Man" Leo said as he wisely warned the web-slinger. "Dr. Octopus would take exception to that."

"Point taken, Fitz. Ock's narcissistic ego is the least of my worries." Spidey pressed the symbol for the third time, and his stealth costume turned into red and black with black lenses and six mechanical spider legs. When he saw his appearance, he briefly screamed in horror.

"Is there something wrong with that costume?" asked Jemma.

"Yeah!" Spidey said feeling traumatic. "I look like I've been turned into a horror movie villain, with a sci-fi touch!"

Leo and Jemma looked at each other. "Sorry about that design, Spider-Man. We thought you would use it as a disguise for infiltrating the evil organization from within as a double agent. "Fitz said.

"Okay, but, I'll use it as a last resort." Spidey replied.

"Fair enough." Leo said. "Now then, after the last new costume, you'll be changed into your new main costume."

Spidey pressed the symbol on his chest one more time, and his costume changed into a red and blue version of the Spider Armor. "Another Spider Armor?" he asked. "Please tell me that it's more agile than the original."

"Yes, but it's filled with tech and built for battling against the Sinister 6." Jemma said.

"Awesome! You two did a great job with this one!"

"Thank us after you change into your new main costume." Jemma giggled.

"You got it!" Spidey said as he changed into his brand new main costume for a final time. "Alright! I'm lovin' this baby! Thanks guys!"

(A/N: The costumes in order are classic Spider Armor, Stealth (Big Time) outfit, Superior Spider-Man version 2.0, Ends Of The Earth and the new outfit from Captain America: Civil War. ERoc901 Tha Clean Up Man came up with the idea. I hope you enjoy them!)

"You're welcome, Spider-Man." Jemma giggled again.

"Black Widow has a new costume along with the Avengers, so we figured you would need a new one." Leo said.

"Good lookin' out guys." Spider-Man said. "It's a good thing that you're a part of Phil Coulson's team."

Phil appeared, "I'm glad that we agree Spider-Man, but we need to meet at the Passenger area so we can consult Director Fury over HYDRA, Grant Ward and Yelena Belova." he said.

Spider-Man noticed that Coulson had a look of vengeance in his eyes. "I'm betting that you want to knock Ward's teeth down his throat." he stated.

"Something like that." Phil said feeling the need to pound him to hell.

"Are you gonna take Lola with you when you do?" Jemma asked.

"Nope." Phil replied.

"Good, because if HYDRA did bad things to her, they'll be paying your insurance over the damages they would do." Spider-Man stated.

"And, I'll make sure that they will." Phil added.

"That's good enough for me." Spider-Man said.

"Besides, Power Man, Iron Fist, White Tiger and Nova have arrived." Coulson went over to the Passenger area with Leo and Jemma.

"Even better." Spidey said as he knew his friends would show up.


In the Passenger area, Spidey, Coulson, Fitz and Simmons arrived to see Black Widow, Power Man, Iron Fist, White Tiger, Nova, Mockingbird, Lance Hunter, Quake, Mack and Melinda May waiting for them.

"Boy, am I glad you guys are here." Spidey said to his friends.

"Same here, Spidey." Power Man said. "It's the least we can do right now."

"Especially after things got messy with evil, dishonorable characters like Grant Ward and Yelena Belova." Iron Fist added.

"All the more reason why we have to stop them." Spidey said stating the obvious.

White Tiger spoke up and said, "But still, you were stupid for falling for her manipulation, Web Head! She was this close from killing y..." she got interrupted by Widow.

"Enough, White Tiger!" she said sternly. "You'll only make things worse for him, trust me."

Melinda May went up and said, "Yelena Belova is not the only problem we have to deal with. Ward and HYDRA are out there raising Hell at a moments notice and we're wasting time blaming Spider-Man for falling for the charms of the dumb blonde Russian."

"Um, Agent May? Not helping." Spider-Man said.

"Good." Melinda said as she punched the web-slinger in the face.

"Ouch!" he said.

"You deserved it." Melinda said, and Natasha had a look of concern in her eyes at the web-head.

"And ouch." Lance said as he saw the whole thing.

"Everyone, take a seat. Director Fury is coming up." Coulson said as everyone took their seats with Spider-Man and Black Widow sitting next to each other.

"Nick Fury appeared on the monitor, "Fury here. I received a report about Yelena Belova forming an alliance with HYDRA because they knew about Spider-Man and Black Widow working together recently due to their connection with S.H.I.E.L.D., and particularly the history between Romanoff and Belova."

"History?" Quake asked. "What kind of history does Natasha have with Yelena?"

Natasha stated, "A few years ago, before I first met Tony Stark during the incident with Whiplash. I found out that my former superiors from the Russian Government, the ones I used carry on political related assassinations for them in the past recruited Yelena after she graduated the Red Room Academy of Espionage, and sent her after me when I defected to the United States."

"What made you want to switch to the good ol' U.S.A.?" Spider-Man asked.

"Was the Cold War a little bit too much for you to take?" Nova joked. "Even they could've called the Red Room Academy, the Red Rum Academy." he laughed, but White Tiger bopped him on the head.

"Not funny, Bucket Head!" Spidey said angrily.

"Quiet you two!" Fury said dismissively.

"I defected to the States because I took too enough lives of innocent civilians." Natasha feeling solemn. "I had too much blood on my hands and as a result of it, I have red in my ledger."

Spidey's team all gasped in shock, as did the wall-crawler. "T-That's awful." he said. "Did they make you do terrible things to people who don't deserve to die, or did you do that of your own free will?" he wondered.

"Both of them, Spidey." Nat replied.

"Well, I'm glad I didn't take the life of the guy who murdered my Uncle Ben, because..." Spidey said as he got paused by Widow.

"You wouldn't want that on your guilty conscience." she replied and the wall-crawler nodded.

"Spidey, is that why you stopped me from murdering Kraven for killing my dad?" White Tiger asked.

"Yeah." Spidey said back to his teammate. "Anyway, continue Widow."

"Right." Natasha said, and continued her explanation, "That's when I joined S.H.I.E.L.D. and the Avengers in order to clean up my messes and atone for what I've done. What inspired me to do so, because when I was a child before all of you were born, Captain America and a Canadian who called himself Logan, who we now know as Wolverine, saved my life."

"You mean THE Wolverine I once switched bodies with due to Mesmero, and smells like a wet dog?" Spider-Man said.

"Yeah, that Wolverine." Natasha replied.

"I see now." Spider-Man stated. "That guys lack of hygiene once gave me clostraphobia for two weeks."

Everyone laughed about that part, Bobbi said, "Okay, jokes over guys!"

Fury went and cleared his throat, "All jokes aside, Coulson and his team can tell you their history with Grant Ward." he stated.

"It all started after the invasion in New York City, when the Avengers defeated Loki and the Chitauri. Along with Agents May, Quake before she discovered her powers, Fitz and Simmons, Ward was one of the new recruits to my team of S.H.I.E.L.D. agents. We accomplished allot of missions together, until Grant Ward was revealed to be a mole for HYDRA." Phil said to everyone.

"He tried to destroy us from within, but we stopped him and had him arrested until he resurfaced." May said as she added to Coulson's story.

"At one time, he was our friend." Leo said, and Jemma placed her hand on his shoulder. "But his motives said otherwise." she added.

"Even at one time, he was romantically attracted to me." Quake said as her face looked down.

"And me." May said as Spider-Man raised his eyebrow under the mask.

"And you blamed me for falling for Yelena's charm." Spidey said being comical.

"Watch it." Melinda warned him.

"Sorry!" Spidey said as Fury cleared his throat again.

"He manipulated everyone's trust and emotions, and used them against us to get what he wants." Agent Mack replied. "That's what made that son of a bitch so dangerous in the first place."

"Sweet Christmas!" Power Man said. "Y'all made it sound like he was the illegitimate son of the Red Skull!"

"That'd be a total nightmare for us if he is, dude." Nova said jokingly again.

"Well, consider yourselves fortunate, kids." Melinda said to the two. "Because, he's not."

"Well, that's good to know!" Spidey exclaimed.

"Except for the fact that he and his now dead girlfriend former Agent 32: Kira Palamas tried to kill me, but he only put me out of commission instead." Mockingbird said as she told them her part of the story. "She once looked like May, but with a burn scar on her right eye."

"And, he drove a wedge between me and May, which lead to his escape in our mission to kill him." Lance said, causing Melinda to stand up at him

"But you screwed up badly when we nearly killed my ex-husband Dr. Andrew Garner who survived after he turned into an inhuman called Lash when you thought Ward was bluffing!" Melinda yelled.

"I know that May! I was..."Lance was cut off by what May was gonna say next.

"Don't patronize me, You idiot!" Melinda barked.

Spidey slammed his fist on the arm of his chair and everyone knew he had suffered enough of their argument. "Whoa, whoa, hey! Now cut it out, will ya!?" he shouted. "I know this is a tense time for all of you, but right now, let's just calm down and let cooler heads prevail. Okay?" he complained.

"Spider-Man's right." Phil said. "That's exactly what Ward and HYDRA wanted. Dissension among us."

"Yeah, the same thing Ultron did to me and the Avengers." Natasha pointed out. "the dissension he brought between Rogers and Stark was even worse."

"And Doc Ock nearly destroyed my friendship with Harry Osborn on multiple occasions." Spidey added. "Especially when it involved his dad, Norman Osborn, the Iron Patriot."

"Speaking of which, web-head, were you and the Black Widow gettin' a little too friendly? If you know what that means." Nova said curiously.

"Why are you asking me that question, Nova?" Spider-Man squinted.

"Because, judging by the way you sat next to one another, you're starting to get chummy..." Nova paused when Black Widow gave him a deadly stare while Spidey faceplamed himself with embarrassment. "Sorry."

Nick Fury raised his voice, "Enough! Everyone, listen up! This is not the time to play around when we have a city to save!" he said.

"You're not helping, Fury! We were focused until we had a slight miscommunication among ourselves!" Spider-Man replied, until Black Widow placed her hand on his shoulder to calm him down.

"Just leave everything to us, sir." Natasha said. "Besides, I've got a score to settle with that little girl who is being reckless." she clenched her fist.

"And we also have a score to settle with Ward, and make him pay for his deception." Coulson said. "And this time, it's for keeps."

"I'm okay with that, but as far as the dangerous weapon that they're planning to unleash is concerned, stop them from firing it at the entire city." Fury stated. "If they fire it anyway, do what you can to get the civilians to safety."

"Yes, sir!" they all said collectively.

"And Spider-Man and Black Widow, I want both of you to keep professional between you two. Not personal." Fury sternly told the two spiders. "Understood?"

"Yes, sir." Widow said.

"Um, right." Spider-Man said nervously

"Good. Fury out." Fury said as he disappeared from the monitor.

"Alright, everybody! Let's suit up!" Coulson replied to everyone.

"Even us?" asked Leo and Jemma.

"Most likely." Phil said as he nodded.

Spidey was all bug eyed when he heard this. "Wait a sec. Are you both trained in the field as well?" he wondered.

"Yes but only for rare occasions. The others are experienced in field work." Leo stated.

"Me too." Mack added. "I don't condone violence, but I'll do what I gotta do to get the job done."

"Yeah, we've all been there." the web head stated.

"Just don't screw this up, Spider-Man." May warned the wall-crawler.

"I was afraid you'd say that." Spidey replied as he dropped his head down.

"Regardless of what May said to you, we got your back." Mockingbird said reassuringly with a smile on her face.

"Yeah, don't let Melinda get to you." Quake said. "She can be complicated sometimes."

"You're telling me." he said back to them.

"Yeah, well we'll let you know when we arrive at our destination." Lance said to the web-spinner and he knuckle bumped him.

"That's good enough for me." Spider-Man replied.

"Spider-Man, come with me. We need to talk." Black Widow said to the web-spinner.

"Okay." he replied.

"In private."

"OMG." Spider-Man said getting a jitter going up his spine.

"Ha, I knew it!" Nova joked. "So there was..."

"SHUT UP NOVA!" Power Man, Iron Fist and White Tiger all yelled at him before they left the Passenger are.

"Well, fuck you then, you assholes." Nova muttered under his breath.

"LANGUAGE!" Black Widow said which caused her and Spider-Man to laugh at his expense while they find a private place to talk.

"This is not my day." Nova grunted as he stood there, folded his arms, feeling grumpy after Black Widow left him speechless.


After supervising the HYDRA expendables on placing the Big Bang Cannon where the barrel of the weapon is at the edge of the building, Grant Ward had a talk with Yelena Belova.

"How long vill I have to wait? S.H.I.E.L.D. had no business sticking their nose in my vendetta with that bitch Natasha Romanoff! Especially Spider-Man!" Yelena said venomously.

"Patience, Yelena." Grant said. "You'll get the chance with Romanoff. I'm also confident that Phil Coulson and his team will get what they deserve, total dissemination." he clenched his fist.

"Don't be so arrogant, Vard." Yelena replied. "Because zhe last time you did, it cost you everything. Like zhe life of Agent 33, Kira Palamas."

After hearing that, Grant grabbed Yelena by the throat, and proceeded to choke her out.

"DON'T SPEAK OF KIRA EVER AGAIN! OR I'LL SQUEEZE EVERY BREATH OUT OF YOUR BODY! YOU HEAR ME?!" Ward snarled with fury at her as he strangled her to the ground. When he released her, she coughed violently and started to laugh sadistically.

"Excuse me, what is so funny?" Ward demanded in a calmly manner.

"I vanted to see how you would react." Belova said. "Zhat type of evil rage is just enough to put S.H.I.E.L.D. in zheir place. A sadistic kind of anger zhat I have for Natasha Romanoff, vhich vill influence me to send her straight to hell and restore the glory and honor of my country."

"So, it was just a test then, huh? Very clever, Ms. Belova." Ward commented. "But, don't ever do that again. And it still doesn't change the fact that I'll always be a couple steps ahead of Coulson's team."

"Zhat's vhy I temporarily formed an alliance with you and HYDRA, because we have a common enemy in S.H.I.E.L.D., but I did that so I can finally terminate Natasha Romanoff, replace her as the one, true Black Widow and settle the Soviet Union and the KGB's vendetta against her for defecting to zhis country." Yelena said as she bit her lip.

"You want Romanoff dead, that's fine with me." Ward said. "But betray me or HYDRA, you'll have your body shipped back to Russia as a corpse."

"You or HYDRA do the same, I'll have all of you turned into piles of dead carcasses on fire." Belova countered.

"So we come to an understanding?" he asked.

"Da, zhat ve do. So heed my warning." Yelena told him as she walked away.

"We'll see about that, Yelena." Ward muttered as he heard a cellphone ringing from his pocket. He answered it. "Ward here."

The voice was that of Quinton Beck a.k.a. Mysterio. "Is the Big Bang Cannon ready?" he asked.

"Yeah, ready for a real big bang. Heh, don't quote me on that." he joked over the phone.

"Don't blow this Ward." Mysterio warned from his spot. "You have been an agent of HYDRA longer than me, but the Red Skull recruited me because I have a lot of resources that included villains, criminals and crime lords who wanted a piece of Spider-Man. But, with him teaming up with the Black Widow, they'll be more than pleased to see both Spiders get squished."

Yes, I'm pretty sure that they do."

"You want revenge on Coulson and his team of S.H.I.E.L.D. agents? That's fine with me." Mysterio replied. "But if you fail, your fate will be decided by the Red Skull himself! So don't. Fail. The Red Skull. And don't. Fail. Me. Either." he said before he hung up from Ward.

"Don't count on it, Mysterio." Ward muttered to himself again.


Back inside Zephyr 1, Spider-Man and Black Widow found a cargo hold to have a private conversation between them.

"Okay Widow. Here we are." Spidey said. "Now what's all this about?"

"Peter, listen. I have a confession to make." Natasha said.

"I kinda remembered earlier that you stated that love is for children." Spider-Man pointed out to the red haired super spy. "And yet, you flirted with me and you even kissed me."

"Yeah, I did say that, but what I'm trying to say is... I'm starting to become attracted to you." Widow replied.

Spider-Man was shocked to hear this as he took his mask off. "B-B-But I thought you and I agreed to take it slow. Especially after I saw you bare naked with your boobies hanging out." he said, but then Widow had her eyebrow raised, denoting that she did not want him to bring that up. "Sorry." he said again.

"Yeah, I thought we would take it slow too, but after I kissed you on the cheek, something happened." Natasha confessed. "Something I haven't felt in a long time."

"Like, affection?" Peter wondered.

"Something like that." Natasha nodded.

"I thought I'd come up with something else than mentioning the last word that you wanna hear." Peter replied.

"The word Love?" she inquired.

"D'Oh, you got me on that one." Peter said as he joked. Black Widow uncharacteristically started laughing out of control, which caught the now confused Peter by surprise. "W-Widow, are you laughing? I've never seen you laugh like that before."

Natasha stopped laughing and wiped a tear of joy from her eyes. "That's funny, neither do I. That really made me feel a little weird."

Peter then put two and two together and said, "Oh, I get it now. That's the affection and attraction and affection that you were talking about. Isn't it?"

"Yeah, it is." Natasha answered as she had Peter pinned to the wall, and the two looked deeply into each others eyes. A seductive smile appeared on her lips.

"So, are we doing that again?" Peter asked. "Y'know, my lips on your lips?"

"Maybe." Natasha playfully answered. "After all, ty zavodish' menya. Teper' potseluy menya durak."

"I don't know what you said but...aw what the heck." They kissed for about 5 seconds, until the alarm rang.

"Seriously, at a time like this?" Peter complained as he put his mask back on, and Black Widow reassured the web-slinger.

"We'll kiss some more later." she said. "Right now, we've got to go to work." The went out of the cargo area and back to the Passenger area.

"I take it we reach our destination, which means that we have found HYDRA." Spider-Man replied.

Agents Mack and Quake appeared, wearing battle gear with Mack informing them, "Yeah, but their at the last place we expected them to be at."

"Where?"

"Downtown NYC." Quake answered. "The Times Square area."

"Aw, man!" Spidey complained again.

"Get ready everyone. I'm about to land in front of the building where HYDRA is planning to fire that cannon." May announced over the radio as she attempted to land Zephyr One on HYDRA's location. Everybody arrived with Coulson, Mockingbird, Lance Hunter, Fitz and Simmons, also in battle gear.

"Quake, let Ward and Belova know that we're here to kick some ass." Coulson ordered Quake to use her powers to shake things up a bit.

"With pleasure, Coulson." Quake replied with a smirk on her face.

After May landed Zephyr One in front of the building, she opened up the cargo bay door for Quake to step out and use her powers on the approaching HYDRA Expendables with machine guns.

"HYDRA at 12 o'clock!" Leo said.

"Not for long." Quake stated as she generated enough powerful waves of vibrations to create a slight earthquake to send the HYDRA Expendables flying, knocking them all out.

"Sweet Christmas, girl!" Power Man said in astonishment. "You definitely live up to your code name."

"Yeah. Cool huh?" Quake grinned.

"My guess is that Ward and Yelena are up on the roof with the Big Bang Cannon." Spider-Man said.

"Is that what the weapon is called?" asked Iron Fist. Spider-Man nodded.

"And the rest of HYDRA must be inside." Black Widow said.

"So, what do you have in mind?" Mack asked.

"Well, I'm open to suggestions." Lance said.

Spidey turned his attention to Phil, "Coulson, Widow and I will deal with those two up there and try to shut down the weapon. If it fires anyway, get everyone, including the civilians to safety. The rest of you make sure every HYDRA agent doesn't interfere!" he instructed.

"Okay." Coulson nodded and added, "All of you will be split up into different groups. Mockingbird and Lance you go with Iron Fist, Power Man and Mack, White Tiger and Melinda May and Nova will be accompanied by Fitz and Simmons."

"What?!" Nova complained. "Dude, are you kidding me?! Are you really pairing me up with the geniuses?!"

"Hey, we had to put you and the geniuses together somehow." Spider-Man informed. "They may not be experts on the field, but at least they're committed to our cause."

"In other words Nova, you talk too damn much." Black Widow added as she placed her arm around Spidey.

"Well, excuse me Black Widow, but did you kiss ol' webhead with that..." Nova paused when he saw the angry glares from Spider-Man and Black Widow. "Sorry. I'll be quiet now."

"Good!" Spidey and Widow said in unison.


Ward and Belova went over to the edge of the roof and saw Zephyr One on the ground.

"They're here." Yelena hissed, gritting her teeth.

"Good, it's showtime." Ward said with a smirk.

Spider-Man, Black Widow and Coulson saw both Ward and Belova up on the roof 7 stories high.

"There they are!" Spider-Man said as he pointed his finger at both of them. "How about we take the fight to them right now?"

Black Widow replied with a smile and her right eye brow raised. "Oh, please! Do you have to ask?"

"Well, then it's settled." Coulson said as he and Widow shot out their grappling hooks while Spidey shot his web line, and they began to climb up the building. "Let's get them."


Inside the building, 4 different teams split up and went to different floors. Power Man and Mack went to the first floor, Iron Fist, Mockingbird and Lance headed to the second floor, Nova, Fitz and Simmons took the third floor and finally White Tiger and Melinda May to the forth floor as they encountered dozens of HYDRA henchmen and engaged in battles against them.

(Burial by Yogi & Skrillex Feat. Pusha T, Moody Goody & TrollPhace plays)

"You know what bruthaman?" Power Man asked as he looked Agent Mack.

"Yeah?" Mack inquired.

"HYDRA really stepped up their game this time." Power Man said as he bashed his way through a bunch of them.

Mack did the same on his end. "Yeah, no doubt about it." he said. "They always find new ways to surprise us and take us off our game."

"Then we'll have to do our best to keep our head together!" Power Man said as he agreed with Mack.


Iron Fist, Lance and Mockingbird were bashing their way through the HYDRA agents on their floor.

"It seems that the enemy decided to resort to hand to hand combat." Iron Fist said. He bashed up 10 HYDRA men, and then let Bobbi and Lance give it a go.

"Good, because that's our specialty." Mockingbird brought out her signature weapons, a pair of batons that also turned into a staff.

"Nothing beats good ol' fashion ass kicking than..." Lance tried to think of a catchphrase, but drew a blank. "Oh, you get the bloody point!"


Nova began to complain and let his anger out on the HYDRA Agents

"Seriously, do you two have something cool to take these chumps down?" he wanted to know.

"What? You think we're amateurs?" Fitz asked. "Of course we do."

"Whatever!" Nova still complained. "Just do it, will ya?" he charged towards the HYDRA Agents and shot them with his Nova lasers.

"Nova is quite brash! Isn't he?" Simmons wondered.

"Especially when he thinks with that bucket on his head." Fitz stated.

"I heard that!" Nova said as he kept blasting them away.


Melinda and White Tiger kept on bashing up their enemies. Melinda kept criticizing her fighting style.

"Seriously White Tiger, is that the best you've got?" Melinda inquired.

"Well yeah! I always fight like that!" Whiter Tiger replied.

"Let me show you how it's done." Melinda said as she gave the enemy her fighting style firsthand.

"Don't get ahead of yourself!" Tiger said as she did her usual thing.

"I already have, kiddo." Melinda said feeling cocky. She bashed up five of them with her karate chops, then delivered a standing side kick to the sixth one.

"Very impressive, May." Tiger said coyly. "Now it's my tun." she did something her father did in the past, before he was killed by Kraven.

"You're not doing it right." May stated.

"Ugh!" White Tiger complained. "Okay, now you're pissing me off!" she barked.

"Don't even think about!" May shot back.

"Excuse me, but can I get a say in on this?" one of the HYDRA goons asked.

"NO! SHUT UP!" Melinda and Tiger both yelled and knocked him out with a double punch to the face.


Power Man and Mack were doing their thing on the floor they were on.

"Power Man, Incoming!" Mack said as he warned the unbreakable skinned hero of the HYDRA Agents closing in on him.

"Hold up, Mack! I got this!" Power man said as he ran towards them, "Eat this!" he lays a beat down to the ground, and they all go up into the air, and land right on their backs really hard.

"Damn! That has to hurt!" Mack said as he shut his before they impacted.

"Hell yeah!" Power Man said as he went over to Mack.

"You did a great job young man." Mack said.

"You too."

"Thanks." Mack said as he and Power Man fist-bumped each other.


During their fight against HYDRA goons on the second floor, Mockingbird combined her batons and turned them into a bo-staff.

"Well I'll be damned! Those bastards resorted to fighting dirtier than before." Lance Hunter said as he saw the obvious.

"If that's the way they wanted to play, then we shall resort to anything goes." Iron Fist said as he energized his fists.

"Music to my ears, because that's our specialty." Mockingbird agreed.

"Now, FIGHT!" Iron Fist shouted as they did so. Lance used Bare Knuckle brawling, Iron Fist used his Kung-Fu on a bunch of them, and Mockingbird used her staff to trip some of them up. After defeating the HYDRA goons with their chemistry and their martial arts, they turned to each other.

"Heh, that'll put wonkers down for the count." Lance stated.

"Yes, but it's not over yet. Ward and Belova are the last ones left." Iron Fist replied.

"I hope Coulson, Romanoff and Spider-Man kick both of their asses." Mockingbird added.


Nova was still bummed about him being joined with Leo and Jemma. But he was helping them anyway. The lot were being surrounded by several HYDRA Expendables, however Leo and Jemma had an idea.

"Leo, I think it's time that we use that new invention you built." Jemma said.

"Oh, right." Leo said as he agreed. "It's a good thing that you reminded me of that. Now, we'll put it to good use."

Nova kept on blasting them, and dodging their shots all at once, then he said, "Anytime you're ready guys! I can't keep holding 'em off for long!"

Fitz brought out a boomerang-like piece of technology. "Just a few more seconds, Nova! I came up with a new invention that'll..."

"JUST USE IT ALREADY!" Nova yelled.

"Then brace yourself!" Leo stepped out and threw the boomerang like invention toward 20 HYDRA agents which electrocuted them until they lost consciousness.

"It worked!" Simmons said excitedly.

"Yes!" Fitz added.

"All right! Now it's my turn!" Nova said as he powered up and flew at high speed toward the last 10 HYDRA agents. "Woohoo! This is awesome!" he cheered as he flew back over to Leo and Jemma. "Neat gizmo dude."

"Thanks, Nova." Leo said back. "I call it the electrorang. Once you throw it, it fires electricity at the bad guys, rendering them unconscious."

"Totally cool!" Nova, Fitz and Simmons high fived each other. "C'mon, let's go! There'll be more of 'em on the way."

"Right!" Leo and Jemma said as they went to the next floor.

(End Song)


Melinda May and White Tiger kept debating and fending off every HYDRA henchmen, until their debate got caught up with them when 12 more henchmen of HYDRA to advantage and attacked them.

"We got you ladies!" the HYDRA goon said. "Now you can't escape the wrath of HYDRA!"

"Okay, so our competition over who kicked ass the most has put us both in a rather awkward position." Agent May stated.

"Yeah, I agree. So are you thinking what I'm thinking?" White Tiger asked.

"Damn right. Less talk..." Melinda started.

"...and more ass kicking." White Tiger finished.

"All right! Enough..." One of the HYDRA agents got punched in the face by May and the other getting headbutted by White Tiger.

"Let's try this again! Ready?" Melinda asked.

"Ready!" Tiger replied as they kept on ass-kicking.


At the rooftop, Spider-Man, Black Widow and Agent Coulson made it but there was no one there.

"They're hiding as in trying to ambush us, waiting for an open attack to take us out." Widow whispered.

"Be on your guard." Phil said. "They always try to take us by sur..."

"Incoming!" Spidey warned when his Spider Sense detected a gunshot coming in their direction. Black Widow pulled out her set of glowing batons, and deflected the shot.

"Seriously Yelena." Natasha said. "You're starting to be an annoying cunt."

"My hatred for you is like a fire zhat will never be extinguished until you burn!" Yelena shot back, aiming her Heckler & Koch UMP45 at them.

"It's bad enough that you laid your filthy hands and lips on Spider-Man and drove a wedge between us." Natasha countered vocally. Yelena laughed hysterically. "What the hell is so funny?!" she demanded.

"Vhat you said about me touching and kissing him." Yelena could see it in her eyes. "I'm starting to believe zhat you have feelings for him."

"Let me be the judge of that, Rooskaya." She aimed one of her gauntlets at Belova.

"I really hate it vhen you call me zhat!" Yelena hissed again.

"Like I care." Natasha smirked.

"Hey, Belova! I'm just curious about something." Spider-Man went up and asked. "How is it that you prevented my Spider Sense from detecting you back at school?"

"I can explain that part, you wall-crawling parasite." Ward started his explanation. "It's simple really. I planted a device that blocked your Spider Sense when you bumped into me while I was disguised as a janitor. That made it easy for Yelena to seduce you and have you under her charm."

"So that explains why I fell right into her trap and got myself and got myself and Natasha into this mess!" Spider-Man said feeling annoyed by what had happened. "That was pure evil of you lady!"

"Oh, bite me, you web-slinging moron!" Yelena retorted. "I did zhis for me and my country! Zhe same country zhat your girlfriend, Natasha betrayed!"

"First of all, I have nothing against Russia." Natasha made her case. "I left because I refused to take anymore innocent lives for political gain my former superiors wanted. Not after the blood that was stained on my hands! Captain America and Wolverine made me realize that." this shocked Ward and Belova. They had not know about Cap and Wolverine helping Nat. "Second, leave Spider-Man alone! This doesn't involve him!"

"Oh, but it does now." Yelena said.

(Payback by Juicy J, Kevin Gates, Future & Sage the Gemini plays)

"Boy, and people said that I talked too much." Spidey said in his mind. "Anyway, let's put these two away so we can disarm the cannon before they bring out the big bang as this sociopath creep says it does. And this time, it's payback time!" he said refocusing his head.

"My thoughts exactly, Spider-Man." Coulson agreed as he aimed his 9 millimeter handgun at ward.

"Stop!" Ward warned. "Pull that trigger, and all of Manhattan goes out with a big bang!"

"Dude, you and your pun sucked!" Spider-Man insulted the HYDRA mole.

"So do yours, boy!" Yelena said as she fired her Heckler & Koch UMP45 at them again.

"Scramble!" Coulson said as they ducked and dodged the bullet.

"Okay! That's it! No more guns!" Spidey said as he shot his webbing at the machine gun and yanked it right out Yelena's hands. "Let's fight until they go down!"

"Good idea." Phil agreed. "Because Ward is mine!" he charged at Grant with a vengeance.

"You get Belova while I whoop some HYDRA butt!" Spidey said as he looked at Widow.

"You got it!" Natasha said as she blew Spidey a kiss.


Elsewhere, while Spidey was battling against the HYDRA Expendables, a figure with brown and gold was watching in the distance. With him were a young man with the same hairdo that Peter Paker had, only he was wearing a skintight blue and gold uniform with a yellow X on his chest, and a gold visor with a red line around the eyes. Also with them was a young woman with long red hair and in a blue, red and gold uniform, with a bird chest-plate, and a black X on her waist.

"Looks like Shadowcat was right Logan." the man with the visor said. "He is a suitable ally."

"That's right Scott." Logan replied. "Jean, can you make sure Bobby chose well in looking out for his friends?"

"Of course, Wolverine." Jean said. "I'll see if Hank can dig up any information on Spider-Man, and make sure to leave the slander J. Jonah Jameson says out of it."

"Good." Wolveirne said.


While Natasha took on Yelena and Coulson clashed with Ward, Spider-Man has his hands full with 10 HYDRA expendables. After a back and forth struggle with them, Spidey decided to one of his special costume upgrades a try.

"Let's change things up a bit, shall we?" Spider-Man said as he pressed the symbol on his chest and his costume changed into a black and neon green variation of it. "All right guys, keep your eyes on me." They went Charging toward him, Spidey yelled "NOT!" before he went into stealth mode, completely turning himself invisible.

"Hey, where the hell did he go?" asked one of the HYDRA agents looking shocked.

"Over here!" Spidey taunted. He went invisible again as the bad guys began shooting at him, "No, the other way!" he continued to taunt his enemies. "LOL I got you!" he said bopped one of them on the head, went invisible once more.

"Come on out, Spider-Man! You can't hide from us!" a HYDRA agent shouted.

"Who's hiding?" Spider-Man said as he popped up behind the HYDRA agent looking for him. "I'm just messing with your heads!" he bashed up 3 of them.

During the fight between the two Black Widows, Yelena shot at Natasha, while Nat used her gauntlets at her. Yelena said, "You made a masitake for not killing me vhen you ha zhe opportunity."

"I would have, but I let you live." Natasha said as she was still deadlocked in this battle. "But since you kissed Spider-Man in front of me, I'm going to make you pay for that!"

"NO! You're zhe one who should pay for turning your back on Russia, stealing zhe Black Widow name and..." Yelena did not finish because Natasha had punched her in the face, and she had heard enough.

"SHUT UP BITCH!"


While fighting each other back and forth, Coulson and Ward resorted to their battle.

"I knew you would come out of hiding and strike us again, Ward!" Phil said as he threw a boxing punch. "It was only a matter of time."

"What'd you expect from me, Coulson?" Grant wondered as he counter with some MMA form of combat. "I've always been one step ahead of you and the rest of your team."

"We'll see about that won't we?" Coulson said.

"You've improved Coulson, but still not good enough. I've underestimated you last time, but this time, I'm several steps ahead of you!"

"You're still arrogant after all this time." Coulson shot back. "Smart, savvy and skilled but arrogant."

"Let's agree to disagree." Ward said as he continued to duke it out with the special ops leader.


All the while, Spider-Man was still struggling to get past the HYDRA men.

"Okay wall-crawler, play time's over!" the HYDRA agent on his left said as he shot.

"I agree!" Spidey in his stealth mode attacked 5 HYDRA expendables before he became visible again. "Because I'm not about to steal the show without another game changer." He pressed the symbol on his chest once again, to switch from his Stealth costume to his second Spider-Armor.

"I doesn't matter how many times you change your costume, you wall crawling motherfucker, we're gonna fuck you up!" The HYDRA agent shouted.

"Remind me to shove a soap bar right down your throat when this is over, because your breath stinks from using the F-word a lot." he joked. Spidey used his martial arts training to take down all 10 HYDRA Expendables before he fired a large amount of webbing out his armor's gauntlets at them, which took him by surprise in a way.

"That was awesome!" Spidey said excitedly. "Great job, Fitz and Simmons!"

"You'll pay for this, Spider-Man! You'll be sorry that..." One of the HYDRA agents got cut off when Spider-Man electrocuted them through the webbing from his gauntlet, rendering them unconscious.

"10 down and 2 to go." Spidey switched back to his new main costume. "While Coulson and Widow deal with Yelena and Ward, I gotta shut down the Big Bang Cannon." so he ran all the way over to it.


Natasha and Yelena kept fighting each other, until Yelena got behind her, wrapped her arm around her throat, pulled her glock and pointed on the right side of her brain.

"Enough!" she said. "It's time for you to die a painful death, and me to finally become the rightful Black Widow!" Yelena hissed, smiled sadistically, and licked her lips. "Und after zhat, I vill make your boyfriend my personal bitch!"

"NO!" Natasha pulled out her glowing baton and electrocuted Yelena, which forced her to scream in agony and Natasha released her from the baton's grip. "I won't let you take him from me! Ever!" Natasha angrily beat up the blonde Russian before she knocked her out with a roundhouse kick to the face.

KABAMMO!

After rendering Yelena unconscious, Natasha soccer kicked her in the head, stating "That's for coming between and Spider-Man. If you so much as ever do that again, I'll make you pay!"


Ward pulled out his 9 millimeter handgun, and pointed it at Coulson, but Coulson grabbed his right hand, and they struggled over it until Ward hit Coulson with the knee to the stomach, and shot him on his left shoulder. The bullet never got into him though, it just grazed him. While Coulson screamed in pain, Ward said, "Tsk, tsk, tsk, tsk, tsk." before he knocked him out with a brutal series of strikes. "Hate to leave you like this, but in the meantime, you'll be catching Z's. I'll kill you after I have fun destroying the city." Ward activated the Big Bang Cannon to full power, readied it to fire at the jumbo tron.

"Oh, shit!" Spider-Man and Black Widow said in unison.

"You got that right, web-heads!" Ward said. "I'm about to end this with a big bang! If you know what I mean!"

"Spidey, stop him while I tend to coulson." Natasha ordered.

"Way ahead of you, Widow." Spider-Man responded as he ran toward the HYDRA mole.

He was about to strike him down, but Ward halted him. "Ah, ah!" he said. "One false move, and I'll..." Spidey shrugged off his threat by shooting webs at his face.

"Conquer the so-called king after pulverizing his pawns!" Spidey quipped. "I'm no Chess player, but I learned about making what kind of moves that I have to carefully make."

After removing the webbing from his face, Ward stated, "I agree. That's why I'm always one step ahead of you."

"Until today!" Spidey punched Ward in the face and they got into a struggle over the weapon, which fired all over parts of Manhattan, causing the civilians in Manhattan to run to safety.

"Oh shit, I gotta stop this before..." Spidey got sucker punched by Ward.

"Nope! I don't think so!" he said. "This is just an appetizer for destruction!"

"SHUT UP WARD!" Spider-Man yelled. "The main course and dessert that you're gonna be eating is my arachnid foot up your ass, and your teeth down your friggin' throat!"

"Bring it on, Spider-Man!"

"You bet I am!" the two lunged at each other and clashed.


Back inside the building, Melinda May and White Tiger finished taking down 12 HYDRA goons after putting aside their differences.

"Well that takes care of them." Melinda said. "They've been a pain in my ass."

"At least we busted ours to kick their's." White Tiger said.

"I guess I was wrong about you young superheroes." Melinda said admitting defeat. "I may not agree with your antics and methods, but I have respect for the fact that you're dedicated to save lives."

"Thanks. I appreciate it." Tiger said back.

"But, don't get used to it, and sure as hell don't let it go to your head." Melinda warned.

"I never do, so don't push it old lady." White Tiger shot back at Melinda, and she felt like she hit a nerve.

"I'm not that old." Melinda countered.

"I hope you ladies are finished kickin' HYDRA's ass all over the building, because Ward just fired the Big Bang Cannon over several parts of Manhattan right now." Mack said over the com-link.

"Then we need to get the civilians out of harm's way! Everyone move it!" May said to everyone who was listening.

"On it!" everyone said in unison.


Back on the rooftop, Natasha attended to the unconscious Phil Coulson who's been shot in the left shoulder while Spider-Man and Ward fought against each other.

"Hang in there, Phil." Natasha said as she pick up Coulson and hoisted him on her shoulder. "Don't give out on me now."

After a back and forth struggle, Spider-Man unleashed a series of punches and kicks on Ward, until he got behind him and German Suplexed him on the cannon, only for his head to hit the self destruct button.

"Oops, guess I got a little overzealous on that one." Spidey said as he rubbed the back of his neck.

Ward laughed like an idiot, "You got that right, wall-crawler!" he said. "I may not destroy the city, but at least the building's gonna blow, so I'll be taking off now!" he ran off to his jet.

"Spider-Man, the others are evacuating the civilians away from here." Widow said as she went over to him. "We need to get out of here while we still can!"

"Not until I do something about that cannon since I can't shut off the self-destruct sequence! In other words, I have an idea!" Spidey said as he told Natasha that he had to get the cannon onto Ward's jet, while it was ticking, and destroy Ward's only means of escape.

This freaked Widow out a bit and she yelped "NO! You can't!"

"Don't worry about me, Widow!" Spidey reassured. "At least not until the last minute or so. I'll come back to you as soon as I get done with this one."

"You better." Black Widow said as she pulled up his mask to uncover his mouth, and kissed him right on the lips before she broke off and carried Coulson away from the scene.

"I will, Natasha." Spidey said as he refocused his attention. "Now, where were we?" he turned around and saw Grant Ward got on the HYDRA jet.

"AW, C'MON! Are you gonna get away at a time like this?!" he complained.

"Come to think of it, Yes!" Ward said as he attempted to take off.

"Oh, no, you don't! I'm bringing your ass back to S.H.I.E.L.D. custody right now!" Spidey said as switched back to his second Spider-Armor. "And, I believe that I found a way to do that." Spidey fired his webbing from his gauntlets at the jet that Ward is on, and stuck it to the cannon as it was about to explode.


Ward took off, but was unable to fly because the Big Bang Cannon was too heavy for a single jet to carry along with it. Ward saw the web-slinger inside the aircraft.

"What? Hey!" Ward freaked out when he saw our web-spinning wonder. "Spider-Man, you on of a bitch!" he yelled.

"Hey, keep my Mom's name out of your mouth, ya moron!" Spidey said as he punched Ward in the eye. "It's bad enough that you made her spin in her grave!" Spidey retorted and began to fight him, while his plane was on autopilot.


After Spidey's team and Coulson's team of S.H.I.E.L.D. Agents completely evacuated the building and gotten every New Yorker to safety, things were touch and go for a little.

"Is that everyone?" May asked.

"Yeah, all present and accounted for." Power Man replied.

"Except for Spider-Man." Everyone turned their attention to the Black Widow who carried the unconscious Phil Coulson on her shoulders. "He stayed up there to do something about Ward and the cannon."

"Seriously?" May complained.

"Yeah." Natasha stated.

"How's Coulson doing?" Mack wondered.

"He's alright." Natasha said back to him. "He got shot on his left shoulder by Ward."

"I hope Spider-Man kicks his ass for good!" Mockingbird said.

"Me too luv." Lance agreed with his 'She-Devil' ex-wife.


Spider-Man tried to hold off Ward, and the fiend figured out that the weapon was not light at all. Ward activated the self destruct mechanism.

"Self destruct sequence engaged!" the computer said. "Detonation imminent."

"FUCK! It's too heavy!" Ward said. "I'm out of here!"

Ward ejected from the jet at the last 10 seconds before the jet and the Big Bang Cannon exploded at the same time. Everyone watched as it happened. Black Widow fell to her knees.

"NOOOOOO! SPIDER-MAN!" she cried at the top of her lungs, then tears began to flow down her face.

As the smoke clears from the explosion, Spidey appeared at the edge of the building.

"Chill out, guys." Power Man said as he spotted him. "Webhead is still alive."

"Oh, what the bloody hell." Lance said as he looked. "YEAH!" he cheered, and everyone joined in while Natasha sighed in relief "Thank you God." which caused Phil to wake up from his pain.

"Did I miss something?" Coulson asked.

"Spider-Man saved us all." Jemma replied.

"And Manhattan, might I add." Leo added.

"Plus, HYDRA's Big Bang Cannon is destroyed." Quake said.

"But, what about Ward? Where is he?"

"HA! He sure as hell didn't call it the Big Bang Cannon for nothin' y'know?" Spidey said went down to their position. Ward popped the parachute and grunted in anger.

"God Dammit! I can't believe it! I can't believe that he beat me like that!" Ward ranted.

"Serves you right, chump!" Power Man joked.

"Coulson, I believe you owe him something." Nova said.

"You're damn right I do." Phil said as he walked over to him menacingly.

"So do we." Melinda agreed as she and Lance joined Phil.

"Bloody A." Lance said as he had an angry look on his face.

"Oh, yeah! I almost forgot." Spider-Man turned around to check on Yelena Belova, only to find out that she had disappeared. "Aw, man! She likes doing that does she?" he sighed. "At least, I won't be seeing her again for a while." Spider-Man turned to his wrist-com and Yelena Belova appeared on the screen. "Well, if it isn't ol' drama queen crybaby herself. Looks like your plot of getting rid of Natasha Romanoff and replacing her as the Black Widow blew right up in that pretty face of yours."

"All because of you Spider-Man!" Yelena shouted. "Mark my words you wall-crawling America piece of shit! I vill have my revenge! This is not over!" she added before she disappeared from his wrist-com.

"Guess I'll add you as part of my arch enemies list then." Spidey then switched to his new main costume again, shot his webbing out and swung to the bottom.

After landing on the ground, Grant Ward got rid of the parachute and proceeded to escape, only to have Phil Coulson, Melinda May, Quake, Mockingbird, Lance Hunter, Mack, Leo and Jemma standing in his way. "Going somewhere Ward?" Coulson asked.

"Shit!" Ward said as he complained.

"You're god damn right, you son of a bitch." Coulson punched him in the face. Each member of Coulson's team took turns beating the crap out of Ward for his betrayal.

"You know what?" Ward questioned. "I REALLY, REALLY HATE YOU GUYS!" he shouted as May and Quake knocked him out with a double punch to the face.

"Deal with it, you asshole!" Quake said feeling angry. "God that felt good."

"THAT'S RIGHT!" Mack added.

"In your face, you backstabbing, yellow-bellied, bloke!" Lance said as he laid in a few.

"Let's turn him in for questioning." Coulson said.


Spidey swung around until he hit the concrete. His allies met up with him as he landed.

"Hey guys! I take it that the mission was a success?" he asked.

"Yup, it is. Despite some of the damages Ward did with that weapon." White Tiger said.

"But we kicked some HYDRA ass, and saved the city." Power Man reassured. "That's all that matters."

"And, Grant Ward has been captured. And he will son be punished for his evil ways." Iron Fist replied.

"Thank go that's over with." Nova said. "Now I gotta get me something to eat."

"Yeah, I know what you mean, Nova." Spider-Man said. "Besides, it's been a really, really long day for me today."

"Spider-Man!" Black Widow shouted as she ran towards him.

"Black Widow!" Spidey shouted back as he embraced her. The others were stunned by this, all except Nova, who had nothing to say.

"Are you alright?"

"Yeah." Spidey answered.

"Good." Black Widow slapped Spidey in the face once again, this time White Tiger, Power Man, Iron Fist and Nova shrugged tightly to block out the sound it made to them.

"OW! That's the third time you..." Spidey got cut off when Natasha gave him a warm hug. "Oh, I get it now. You were worried about me when the cannon was about to blow up. Weren't you?"

"Of course I was." Widow replied. "Especially when Yelena tried to come between you and me."

"Speaking of which, she disappeared." Spidey informed Widow and the others about this predicament, and they all collectively gasped, except Widow who had a squint on her face. "Now the psychotic blonde haired Black Widow wannabe is vowing to get payback on the two of us."

"We'll deal with her another time." Natasha reassured. "Right now, we're turning Ward in."

"Yeah, that guy need to get his ego, arrogance and narcissism examined for the way he acted today."

Just then, Spidey got a call from Nick Fury on his watch. "That won't be necessary Spider-Man." Fury said. "I'll have Coulson and the others interrogate Grant Ward over the villain who recently joined up with HYDRA, sending out random Super Villains under Red Skull's orders. I have a feeling that it's gonna be a long one. And, you and Black Widow are gonna spend a lot of time together as partners."

"Really?" Spidey asked and Fury nodded his head.

"Yes, really." the S.H.I.E.L.D. Director stated. "Now, go home and get some rest. The rest of you, back to the Triskelion. All of you did a great job despite the damages Ward and Belova caused today. I expect more in the future. Fury out." he signed out of Spider-Man's communicator.

He turned his head towards Widow, and she did the same to him. "Well, Widow, guess I'm stuck with you." he said.

"Better you than Hawkeye." Widow added as she winked at him. "I gotta admit, being with you is much better than seeing Hulk chase down Hawkeye over a jar of pickles."

Spidey was wide-eyed again and wondered, "He did that?! Really?!" Widow nodded with a seductive smile on her face. "You got me there."

Coulson and his team appeared with Ward in handcuffs.

"Now that we finally got Ward and the Big Bang Cannon is destroyed, the rest of the S.H.I.E.L.D. agents will arrest all of the HYDRA agents." Phil said explicitly. "HYDRA will always recruit more of them."

"You got that right Philip." Ward said tauntingly. "You can't get rid of me that easily! I'll be back! I'll ALWAYS come back!" he yelled.

"I'd like to see you try, Ward Hog!" Spidey joked insulting the HYDRA mole. Widow and the others laughed at that joke, as did Nova. He admitted it was a good joke, and Widow also chuckled along.

"I hope not." Leo said.

"I hope not either, Leo." Jemma said.

"Oh, but I will." Ward said, but then got hit in the head by Phil.

"Stow it up your actuator Ward!" Phil said. "Now let's go."

"We can all agree that Grant Ward is an asshole." Mack said.

"Yeah, that bastards lucky that we didn't break his jaw, other than his teeth." Lance Hunter added.

"Besides Spider-Man, we should team up more often because what you and your team did was badass." Quake said in a cheerful mood.

"Me too, because that was fun." Mockingbird added.

"What they said mate." Lance said as he shook Spidey's hand again.

"I agree." Spidey said as he accepted. "You guys did the same here today, and that was totally cool!"

"It would be an honor." Iron Fist added.

"The rest of us feel the same way." White Tiger confirmed.

"I was about to say that of course." Nova lied.

"Dream on bucket-head!" Tiger shot back.

"Sweet Christmas!" Power Man said his famed catchphrase. "Mom told me it'll be days like this."

"Spider-Man, normally I disapprove of your antics as a superhero..." May said with a serious look on her face.

"I figured you would say that." Spidey said as he braced himself.

"But, after what you did today, you've earned my trust and respect." Melinda said as she shook the web-slinger's hand.

"Gee, thanks." Spider-Man replied to Agent May. "Too bad an idiot with the biggest mouth in New York can't say the same thing." he pointed to the jumbo tron, and there appeared J. Jonah Jameson.

He began to rant, "Just when thought Spider-Man couldn't get any worse, he and the Black Widow of the Avengers along with the wall-crawling menace's superhero buddies caused an incident in their pursuit to capture two of the most wanted criminals that are 100 times worse as Spider-Man and HYDRA who continue to cause mayhem and chaos in our fair city! Grant Ward, formerly of S.H.I.E.L.D. and Yelena Belova, Black Widow's arch-enemy from Russia. And speaking of which, as far as Spider-Man and the Black Widow are concerned , ever since their team-up yesterday, they seem to have developed a deadly chemistry between one another. Imagine if they keep that up, no one would be safe from two of these spiders!" he shouted.

Widow looked up at the screen, then she looked at our webbed wonder. "Spidey, you were right. He is an asshole." she said.

"Told ya so." Spidey said back.

Melinda May shook her fist, in an angry fashion. "One of these days, I'm going to kick his ass for talking too damn much."

"I'm not gonna stop you when that day comes, Agent May." Spidey said to Melinda, as they all got back into the jet to head to the Triskelion, Nova flew all the way back, and Spidey went with Widow as he got into her car.


Mysterio saw the whole thing on the television, and Harvey raced in to see it as well.

"Mr. Beck, Grant Ward and Yelena Belova have failed." Harvey said. "Spider-Man and Black Widow with the help of Agent Phil Coulson and his team of S.H.I.E.L.D. Agents defeated them and destroyed the Big Bang Cannon."

"Perhaps, but it's not a total loss." Mysterio said with an evil grin on his face under the helmet. "I have more villains that are willing to have a crack at them before I confront the wall-crawler face to face. But until then, I'll wait until the time is right." he turned his chair around and went over to a computer he had stashed away for something like this. "I want the phone numbers of Nightshade, Mesmero, Arcade and more of the most dangerous people you can find, Harvey. I'm quite sure, they'll do my bidding and the Red Skull's"

"Yes, sir." Harvey said as he went over to all of the phone books that Quinton had collected over the years.

"So much plotting, so little time." he said wickedly, and laughed like a maniac. Then the shattering of glass startled him, and out of nowhere came a man in a red version of the Venom symbiote. He had jagged teeth that were black, and his right ram was an ax. "W-W-Who are you!?" Mysterio wondered.

"I. Am. CARNAGE!" is shouted and laughed maniacally. "I just busted out of Ravencroft Prison, and I ain't ever goin' back! I want revenge on Spider-Man!" he laughed evilly again.

"Carnage, eh? I like the sound of your name." Mysterio said as he was intrigued. "Who sent you here to Malibu?"

"Dormammu, of course." Carnage replied. "He wants revenge on not only Spider-Man and Black Widow, but also White Tiger, Iron Fist, Cloak, Dagger and Doctor Strange."

"The sorcerer supreme, huh?" Beck rubbed his cape, "I can assist with that." the two shook hands as Carnage turned his ax back into a claw.

"PARTNERS!" they said in unison.


Later that night, back at the Parker Residence, Peter got a phone call from his Aunt May. Natasha was in the shower, cleaning herself off.

"Hey, Aunt May." he said. "How's the trip so far?"

"It was wonderful, Peter." May replied. "I had a great time so far. That's why I'm going to stay out a little while longer."

"That's great!" Peter said happily. "That way you'll be safe while I'm doing my best to keep this city safe."

"That's why I called you."

Peter had a saddened look on his face, "Oh. It's about the incident in Manhattan, isn't it?"

"Yes." May said with concern in her voice. "Because of incidents that spiraled out of control, I'm still worried about you." she confessed. "What if you die being Spider-Man, trying to prevent the destruction of our world."

Peter paused for a moment before he replied, "That would break your heart, wouldn't it?"

"Yes it would. If you continue being Spider-Man, I want you to promise me that you be extremely careful and stay alive while you do your best to protect everyone and our city, because you're the only family I have left." May told him, feeling frightened to think about what would happen if he died. "And it would break my heart if I lose you the same way we lost your Uncle Ben."

Peter understood, and said, "I promise I will do my best."

"I know you will, Peter. I love you so much."

"Me too." he said back. "I, uh, gotta go. I'll call you later when I have the time."

"Okay, honey. Goodnight." May said as she was about to hang up on her end.

"Goodnight Aunt May." Peter said as he hung up.

Natasha Romanoff appeared in a silk robe with her long red hair wet after taking a shower. She saw Peter putting his phone down.

(Crush On You by The Jets plays)

"Was that your Aunt?" she asked.

"Yeah." Peter answered. "She called me because she was concerned about me due to what happened in Manhattan with HYDRA." he was being blunt about it, and to the point. "So, I promised her that I'd be extremely careful, and stay alive if I remain Spider-Man, which I'm doing right now. After all, she's all the family I have left."

Natasha had been informed about what happened to Peter's mom and dad. "She's right, Peter. It's bad enough that you lost your parents at such an early age." she sat next to him on the bed.

"Yeah, well, I will know the truth about my parents someday." Peter said as he turned his eyes to Nat. "And speaking of which, where's your family?" he wondered.

"My parents died when I was a child, I have been an orphan ever since then." Natasha said feeling sad. "My childhood has been a living hell while I was training at the Red Room Academy that made me what I am today." she then began to shed a tear in her eyes. Peter had never seen her sad before, so this was the first time she let someone know about it.

"I'm sorry, Natasha. I really am." Peter apologized as he wiped the tears from her eyes, and embraced her.

"Thank you, Peter, you really are a nice young man." Natasha said as they looked deeply at each other in the eyes. After a brief moment of silence, Natasha first spoke, "Peter, remember when I told you that love is for children?"

"Yeah, why?"

"I lied."

"I'm glad you did because, I'm starting to feel like it with you around. I thought we would take it slow, but right now, there's no point in denying what we feel about each other anymore."

"Me too." Natasha agreed and then they both started kissing each other on the lips.

After they broke from the kiss, Peter said "If we do this Nat, we'll have to keep it a secret from everyone until their ready to know the truth about."

"I second that emotion." Natasha stated. "Nick Fury may not approve of this, but we'll take our chances with us anyway." she began to smile with mirth. "Although, I would like to see the look on Hawkeye's face if he knew about us." she laughed a little. "Also, it would have to be better than seeing Hulk chase him down over a jar of pickles."

"Hulk did that?" Peter said feeling wide-eyed, and Natasha nodded. "I wish I could've been around for that. But, maybe not yet. Right now, let's keep it that way while we're making a commitment with this."

"Okay." Natasha kissed him again. "Oh, and Peter, about the other night?"

"Oh!" Peter said with a shocked and coy look on his face. "I see where you're going with this."

"Let's start all over again." Nat whispered.

"Before you do that." Peter said. "You're allowed that here. It's just, the thing that you and I want to do, it'll have to wait."

"Sounds fair to me." Natasha took her robe off and showed her body to him. Every inch of her was perfect, from her round breasts, her tight belly, her sexy legs to her perfectly round rear-end.

"Wow, that is amazing." Peter said as he got a good look at the same body he saw last night.

"Now it's your turn." Natasha said. "Just your shirt though."

"Well, that's a relief." Peter took his shirt off, and revealed that he had a very nice six-pack. Natasha was breathtaken by this.

"Mmmmmm! Now that's sexy." Natasha admired as she wrapped her arms around him, letting her robe drop to floor.

"Your looking good yourself, Nat." Peter said back. "Looks like New York is big enough for both Spiders, also I think that this is the beginning of beautiful relationship between the two of us."

"My thoughts exactly." Natasha said as she leaned in.

Peter and Natasha resumed their kiss throughout the night, knowing that there's more adventures and dangers that await them.

(Song Fades)

To Be Continued...


Well, chapter 4 is officially completed. Sorry it took so long, I need some time. Also, in any case, I'm thinking about doing chapter 2 of Digimon X-over, and Kamen Rider Astro.

Stay tuned for Chapter 5: The Stolen Notes! In that one, Spidey and Widow are out on a date, while unbeknownst to them, someone has stole the formula for his web fluid. When Spidey tries to figure it out, he interrogates AIM, The Wrecking Crew, and a few others. But when he finds out that Hammerhead and The Enforcers are back, Scarlet Spider shows up along with Iceman and Firestar of the X-Men. That's right, for this chapter all I gotta say is Spider-Friends: GO FOR IT! Will they prevail? Find out soon!

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