Hi people! Me and ERoc901 Tha Clean Up Man are back for another chapter of this story. Here's how it goes: Spidey and Widow have to help Star-Lord save the Guardians Of The Galaxy from Terrax, but the Silver Surfer decides to help our heroes as well. Plus, I am thanking someone for the use of one of their characters, someone from OmegaCluster at the end of the chapter. What will happen next? Let's find out!


Disclaimer: Same as before.


Chapter 6: Spiders, Surfers and Star-Lords, Oh My!

The sun was setting in New York City, and our hero, Spider-Man was right in the middle of a battle on a rooftop, against a member of the Frightful Four: Thundra, the ruthless warrior woman from an alternate future timeline. Thundra was swinging her mace around like a maniac, but Spider-Man kept dodging her swings. In his thoughts, "Yep, that's right. Thundra is back." he still kept avoiding her hits. "If you're wondering who she's with, she's a member of the Frightful Four. Those guys are bad news. I don't see Wizard, Klaw or Trapster with her at all." he then focused his attention to when she punched him in the abdomen, sending him flying into a water tower. "Whoa, Thundra! Looks like you're still mad about the time I kicked your Amazonian ass, and whooped your pals, the Frightful Four around!"

Thundra stood abruptly, facing him from a short distance. "More than that bug, you humiliated us!" she countered. "Now, I'm gonna return the favor by smashing you to pieces!"

"Hey, that's the Hulk's thing!" Spidey retorted. "Or are you trying to pull a She-Hulk?"

"Shut up! Just shut the hell up!" Thundra punched Spider-Man in the jaw, and kicked him in the side.

"Ow! Me and my big mouth!" he complained to himself.

"You got that right, web slinger." Thundra put her fist into her palm, and cracked her knuckles. "Now, you're gonna learn the hard way about fucking around with the Frightful Four!" she grabbed our webbed wonder by the neck and held him against the nearby wall. Spidey tried to struggle his way out of it, but she was too strong for him. Spidey then see's his girlfriend getting ready to use her weapons on the ruthless Amazon.

"I hate to be a party pooper, but, say hello to my beautiful little friend." Spidey said, as a dart shot passed Thundra's hand, causing her to let the webhead go.

"Hey, who did that?" Thundra wondered.

"I did, Thundra!" said a familiar voice, and out came Black Widow, ready to defend her boyfriend. This time she was in the S.H.I.E.L.D. outfit she wore when her, Falcon and Hulk left Iron Man to be in the Secret Avengers to battle the Winter Guard. "You just made a big mistake picking on Spider-Man."

"The Black Widow?!" Thundra was surprised to see an Avenger show up and help out the wall-crawler.

"Yep, that's her alright." Spidey said, as he got back on his feet. "And, she's with me."

"WHAT?!" Thundra wondered, and then she got kicked in the face by Widow. "OW, my face!" she said wincing in pain.

Widow then turned her attention to Spider-Man, and she placed her hands on her hips. "Typical." she said. "I just finished my workout at Avengers Tower while you were tossed around like a rag doll by that She-Hulk wannabe."

"I know." Spidey responded. "I just finished my homework and done some chores around the house before Fury informed me of Thundra striking like a female bodybuilding thunderbolt."

"Let me give her some painful licks before we take her down, handsome." Widow said to her young lover.

"Sure thing, ladies first." Spider-Man said back to her.

"Thank you." Widow kissed Spidey on the cheek before she charged toward Thundra.

Under the mask, Spidey smiled. "She's a total babe. She keeps reminding me of how much I love her." he commented to himself.

Thundra focused her attention on the Russian redhead, "Better get ready Black Widow, because I'm gonna break every bone in your body!" the Amazonian villain said, as she got up.

"I'd like to see you try!" Widow countered.

"Gladly!" Thundra attempted to attack Black Widow, but Natasha gracefully dodged her attacks and countered with her own.

"Damn you, Black Widow!" Thundra shouted. "I'll break your neck for that!"

"Nope!" Widow said, getting out of the way. "Spidey, now!" she signaled.

Spidey got up and lunged at Thundra. "Right! Hey, Thundra! Eat the Phenomenal Forearm!" he said, using a wrestling move on her, hitting her right in the face so hard he broke her in the one place where no woman should ever be hit.

"OW! My nose! You broke my nose!" Thundra shouted, and winced in pain.

Widow raised her eyebrow at Spidey when he turned his head. "Watching wrestling again?" she asked.

"Yeah, and MMA." Spidey answered. "Just thought I'd improve my fighting skills by watching them and taking pointers from Iron Fist and Captain America back when he was guest combat instructor at the S.H.I.E.L.D. Academy."

"Don't get cocky, Spidey." Widow stated. "Tony Stark had to learn the hard way of letting his arrogance get the better of him."

"Point taken, Widow." Spidey agreed.

Natasha placed her hand on his shoulder. "I'm just looking out for you, that's all. Although I can hold my own in a fight."

Spidey raised the eyebrow of his mask, "Oh, great. Now you're bragging and boasting." he said sarcastically.

"Shut up." Widow countered slyly.

"Sorry." Spidey whispered, and then Thundra regained her composure, and was extra angry.

"THAT'S IT! PLAYTIME'S OVER! DIE YOU STUPID SPIDERS!" Thundra yelled with ferocity and charged at them, swinging her mace in full fury.

"No way, Jose!" Spidey said, as he shot his web at Thundra's mace, yanking it out of her hands. Next, Spidey and Black Widow grabbed her by the arms and catapulted her across the building, and made her crash onto the ground, leaving a crater of broken concrete. "Like the saying goes, The bigger they are, the harder they fall." he said, as he and the Russian Avenger looked over Thundra's fall.

"Very cliché if you ask me." Widow replied.

"Anyway, let's call S.H.I.E.L.D. and turn Thundra in." The web-slinger added, and he then started staring at Natasha who while during the battle exposed her assets. "By the way, your boobs are showing without exposing your nipples." he said.

Natasha looked down at her bosom while she ignored the perverted saying, and replied. "So what? They needed to breath."


As soon as Thundra woke up from her unconscious state, she was already behind bars thanks to the proper authorities. Spider-Man and Black Widow were overlooking the city, and Widow couldn't take her eyes of our web-spinning wonder. Spidey also gazed into Natasha's beautiful eyes.

"Now that Thundra's arrested, what do ya say we get some grub, then head back to the house?" Spidey asked.

"Yeah, I could use something better than Shawarma." Widow said, agreeing with the webhead. But then, there was a beep that was in the style of the song Crank It Up by Ashley Tisdale. "Spidey, your watch is receiving a distress signal."

Spidey complained, "Aw, c'mon! Who could it be?" he then pressed the button, and an image popped up. It looked like a guy with pewter eyes short brown hair that looked messy, and his jaw was rugged. "Oh, it's Star-Lord, leader of the Guardians Of The Galaxy." Spidey recognized him instantly. He had encountered the Guardians before, when he would travel around with Nova.

"Oh, God. It's Peter Quill." Natasha grieved.

"Spider-Man, Black Widow, thank God!" Star-Lord said, feeling relief. "Get inside the ship, because I need your help to save my teammates and the universe as well!" he said again. He needed backup to save his team. "I'll explain the rest on the way!"

"But why?" Spidey asked.

"Okay, reason number 2, it's Terrax!" Star-Lord replied.

"Terrax?!" Natasha was shocked to hear that name again.

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

"We're on our way right now!" The wall crawler was about to run off, but Widow brought him back to the spot they were standing in.

"Spidey, look!" Widow said, as she pointed up, and there was Star-Lord's ship: the Milano.

"Quill's already here? Okay, let's go!" The ship landed on the rooftop, and Spidey turned his attention to Widow. "I wonder what Terrax is up to this time? Doin' Galactus' dirty work as always?"

"I hope not!" Natasha said. "If he is, then we're in serious trouble." The two spider's got onto the Milano, and joined Star-Lord in the pilot spot.

"Hey there, Webhead, Romanoff." Star-Lord said, greeting the both of them, as he put his ship on auto-pilot. "Whoa, did you guys upgrade your outfits?" he asked.

"Yep." Spidey began to show the former Ravager the upgrades he got. First was the red and blue armor, then the black and neon green, then black and silver armor. "Leo Fitz and Jemma Simmons upgraded my outfit, just in case I need to fight the Sinister 6, or infiltrate a HYDRA base. But I'm using the horrifying black and red one as a last resort."

"Oh, it can't be that horrifying." Star-Lord said. "Show me anyway. I can take it."

Spidey let out a grieving sigh, and pressed his logo again, and was in the red and black outfit with the black lenses on his mask. The arms were in the back of the outfit, but he retracted them. Star-Lord was in awe by it. "Wow, that outfit looks like it should be in the movies." he said.

"Yeah, horror movies is more like it." Spidey switched back to his main costume, and showed Star-Lord Widow's S.H.I.E.L.D. uniform.

"And, your in S.H.I.E.L.D. gear, Natasha?" Quill asked.

"I wore this, when I was in the Secret Avengers." Widow stated.

Spidey then interjected and got to the point, "Okay, Star-Lord, now that we're here, care to tell us from the start about Terrax and him capturing the Guardians Of The Galaxy?" he asked.

"Yeah." the human/alien royalty hybrid got right to his briefing. "Terrax somehow escaped from a space prison known as the Kyln, seeking revenge on Galactus for their falling out. Something we didn't even know anything about, accept the Nova Corps, who knew how much of a threat Terrax really is along with Ronan The Accuser, Galactus and Thanos. Me and my fellow Guardians were arguing as usual while we're travelling all over the galaxy for fun, adventure and the usual thing until we were attacked by Terrax and his minions. We fought back as hard as we could, mainly Drax and Gamora, but we still got our asses handed to us and just like that, I black out while Drax, Gamora, Rocket and Groot were taken as his prisoners. I figured that I would find the dude in silver with a surfboard, the guy known as the Silver Surfer and reluctantly asked him to help because of his past with Terrax, Ronan and Galactus. But, unfortunately for me, he's busy fighting against Nebula who happens to be Ronan's right hand, daughter of Thanos and estranged sister of Gamora, and her minions from the Negative, which is really the worst time for a situation and so shitty by the way." Spidey and Widow were bug eyed in surprise. "That's where the three of you come in."

Spidey was confused by what he meant. "Three of us? But it's only..." Spidey got interrupted when, Nova came in.

"Hey guys!" Nova said. "Star-Lord contacted S.H.I.E.L.D. and Director Fury approved the three of us going on the mission! So yeah, I'm helping too!" he flew onto the bridge of the Milano, Spidey deadpanned and Widow looked ticked off, and had her lower lip hanging.

"Never mind. Figured it out." the wall-crawler said.

Widow then focused her attention to Quill. "If what you said is true, then we'll help you rescue your friends, stop Terrax and turn him in to the Nova Corps before he goes too far. As far as Gamora is concerned, she has some serious issues given that her reputation is so dangerous." she said.

"Yeah, us Guardians Of The Galaxy have a bad reputation due to our status of being reluctant anti-heros space outlaws. Y'know, heroes that do badass things? Getting our hands dirty in order to save..." Star-Lord rambled, and Spider-Man abruptly interrupted him.

"Okay, okay, okay!" Spidey complained. "We get it, Quill! Jeez!"

"Sorry, Spider-Man. I couldn't help myself." said the Guardian leader. "Anyways, music anyone?" he asked.

"I'm in!" Nova agreed, as did our webbed wonder.

Black Widow had a stern look on her face, and yet she was afraid of something. "It had better not be that song again, Quill." she said.

"Oh, this?" Quill said, as he pressed a button that turned on a music player he had. It played a very classic song from the 70's.

(Hooked On A Feeling by Blue Swede plays)

Widow let out a grieving sigh, "Oh, God. Not that song again." she deadpanned.

Spidey turned his attention to his lover. "Why do you hate it so much, Widow?" he asked.

"Look at my hips, Spider-Man." Widow said, as our web covered hero looked at her lower body. Black Widow's hips started moving around and she began to dance in front of the wall-crawler. His eyes widened in surprise, and knew what this meant.

"Oh, I see." Spidey said, as he got the picture. "You're starting to dance to the beat, aren't you?" he asked as Black Widow kept on dancing, then she started shaking her assets.

She nodded her head, "Now I'm gonna have to give you a lap dance until this song is over." Widow said. "And I think we're both gonna enjoy it." she winked.

Star-Lord over heard the conversation, "I would but I'm..." he was cut off in mid-sentence, when Widow turned her head.

"Not you, Quill." Widow stated. "Him." she bobbed her head to Spidey.

"Alright doesn't hurt to..." Spidey was cut off mid-sentence as Black Widow shook her rear end at him "WHOA! You're quite a persistent lady!" he said feeling excited.

"But you're not gonna resist this, darling." Widow said, as she turned around and wrapped her arms around him.

Star-Lord and Nova saw it. "Okay, I'm jealous right now." Quill said.

"Yeah, but you gotta admit, it's better than Netflix, and chill." Spidey said to the half human/half alien royalty outlaw.

Widow, still shaking her groove thing moved her eyes from side to center, and said, "More like kiss Spider-Man and chill." so she lifted up his mask and pressed her lips against his, making Star-Lord and Nova stunned!

"Oh ho ho ho ho! You're such a bad girl, Black Widow!" Spider-Man said, getting frisky. "C'mere!" he began to make out with her, as she continued her lap dance until the song she hated was over. This annoyed Nova and Star-Lord a little bit, as they turned their eyes away from them.

"Okay, you're really killing my vibe with that one!" Star-Lord complained. "Seriously, get a room!" But, Black Widow kept lap dancing for Spider-Man, and stuck her bosom in front of his mask-covered face and started jiggling her boobs. Widow, still shaking her hips, making Spidey blush under the mask.

(Song Fades)


A few minutes later, the music stopped and Black Widow stopped dancing, so she sat on Spider-Man's lap. Widow felt something pushing against her bottom, and tried to resist it, but she knew it felt good. Nova raised his eyebrow under his helmet, and got a little suspicious. "Call me crazy Web-head, but I gotta ask you something." he said. "Why is Black Widow sitting on your lap? Is there something goin' on between the two of you?"

Spidey and Widow were a little nervous, and thought of a cover. "No way Nova. She insisted that she wants to sit on my lap for the duration of the trip." Spidey replied to the human rocket. "That's all."

"Yeah, I would sit in my seat, but I find his lap to be very, very comfortable." Widow said, wit a seductive smile towards our web-spinning wonder.

"Oh, so that explains why you gave him the lap..." Star-Lord was about to finish the sentence, but the alarm went off. "Heads up, dudes! There's the Negative Zone portal! We're goin' in!" he said as the Milano approached the portal.

"Take your seats, everyone! I have a feeling that a trip through the portal is gonna be a bumpy one." Spidey said, as they entered.

The ride was like going through a tunnel on the fastest jet ever made. Spidey held on to Black Widow's waist, Nova grabbed the arms of his seat, and Star-Lord kept hold of the steering controls. By the time they reached the end of the portal, the ended up in the Negative Zone. It was just as it was just like the Fantastic Four and Hulk described it to be.

"Well, we made it through the portal." Spidey said, as Black Widow got off of his lap. "Now, we gotta find the Silver Surfer and...we just found him."

Silver Surfer, or as his real name was, Norin Radd, was right in the middle of a battle with a blue bald woman with a cybernetic body. This was Nebula, Gamora's sister and daughter of the mad titan, Thanos. Nebula was using a bunch of mutated bugs which were given to her by Annihilus, and the Surfer was using his Power Cosmic to blast some of them away. "Looks like Nebula is giving the Silver Surfer a run for his money!" Nova said, as he saw what was happening.

"So are her minions!" Widow added.

Spider-Man then thought of an idea, "Star-Lord, Nova, you're with me! Widow, stay on the ship in case Terrax or Ronan send more of their minions to come after us." he said, as Nova powered up, Star-Lord got his mask on and broke out his Element Gun.

"Right!" Widow agreed.

"Race ya!" Star-Lord said, as he ran to join the fight.

"Hey, wait for me!" Nova countered, as he flew after the Guardian leader.

"Be careful." Widow said, as she kissed Spidey on the lips. "And promise me you'll make it back in one piece."

"I hope so or else Nebula's gonna trap us here." Spidey replied, as he changed into his spacesuit. "Okay, here goes nothing!" he bolted off to join the three space heroes.


As the three of them ran in that direction, Nebula was hammering the Silver Surfer down with her minions, and the Surfer did not have his board, it was separated from him, until he called for it.

(A/N: I'm using the appearance Nebula had in Avengers Volume 1 issue 318. Her original look.)

"What's the matter, Surfer? Lost your edge?" Nebula taunted.

"Why do you care, Nebula?" Silver Surfer spat out. "You're only allying yourself with Terrax because of your vendetta with Gamora! This is madness!"

"Of course it's madness, you silver skinned fool!" Nebula countered. "It's the only way for me to settle my vendetta with my green-skinned whore of a sister!"

Silver Surfer wasn't about to give up easily, he got back up, and said, "Enough of this madness, Nebula! End this right now before Terrax destroys anyone and anything is his path!" he sent that as a warning. However, Nebula did not listen.

"I don't care!" she said. "Gamora will die! Even if the entire galaxy must suffer, then so be it!" Nebula got shot by a taser web, as Star-Lord, Nova and Spider-Man closed in on her.

"Incoming!" Spidey said, as he did a move he dubbed the Bungee Bash on Gamora's evil sister.

"What!?" Nebula said, as she did not recognize who took her down.

"Sorry about that, but there's no way in Hell I'm gonna let you do something evil to the Silver Surfer like that!" the web-spinning wonder said to the blue machine woman.

"Who the hell are you, vermin!?" Nebula demanded.

"I'm just your friendly neighborhood Ultimate Spider-Man." he said, making himself known to the villain.

Nova flew over to the position, "Hey, Nebula! Remember me?" he said, tauntingly.

Nebula slammed her fist to the ground in rage, "Dammit, the Nova Corps sent one of their own to confront me!" she ranted.

"Actually, Star-Lord of the Guardians Of The Galaxy asked us to help him!" Nova corrected.

"You weren't by any chance working with Terrax to capture the Guardians, were you?" Spider-Man asked.

"But, what I want to know is why?" Nova wondered. "I thought you were..." Nebula interrupted him.

"Working for Ronan the Accuser?" Nebula finished Nova's question. "Ha! It makes no difference who's side I am on, as long as I seek the destruction of my sister, Gamora!" she shouted.

In his thoughts, a board appeared with Gamora's family tree. "Okay, this is so ridiculous. Gamora and Nebula so need family counseling." He then turned his head to the human rocket. "This is one dysfunctional family Gamor has, Nova." he said.

"Yup, it sure is." Nova replied.

"You have no idea!" Nebula added as she got up to her feet, and then she got out a device that called for more minions.

"Uh oh, Spider-Man, we got company!" Black Widow said over the comm. "What should I do?" she asked.

"Hold them off! Nova and I will deal with Nebula!" Spidey said to the spy.

"Right!" Widow said, as she went over to the main controls, and got the weapon systems online. She fired the lasers at the beasts, and handled the control of the ship with ease. "Wow, this is pretty easy. I hope this thing has a charge-up." she thought.


All the while, Spider-Man and Nova were getting pounded by Nebula, when she started swinging her weaponry at them. The two teenage heroes took cover behind a rock formation. "Damn! Spidey, Nebula's kickin' our asses and we can't even lay one single finger on her!" Nova said, feeling frustrated.

"I know that, but we can't give up now!" Spidey said. "We gotta..." he stopped talking to notice that the Spider symbol on his space suit was glowing and suddenly it scanned Nova all over his person. "Whoa! I don't believe it." he said looking at what just happened. His arms began to light up, emitting some kind of energy.

"What did your space suit do to me?" Nova asked.

"My new costume somehow connected to my space suit, scanned you, and in a weird way..." Spider-Man fired a blast at a different rock. "Copied your energy blasts to mimic them."

Nova was wide-eyed in disgust and shock. "Hey, those are my powers you stole, you web-slinging copycat!" he insulted.

Little did they know, Nebula was listening in on their argument. "I didn't steal them, you buckethead! The suit copied it!" he corrected, then Nebula shot a laser at them, going past their faces.

Nebula cleared her throat and interrupted them. "If you're done wasting my time bickering like the imbeciles that you both are, prepare for your deaths!" she got out her weapons and began to charge at them.

"You know what?" Spidey said, and began to charge up. "FUCK THAT SHIT! GO GO NOVA BLAST!" he shouted as he shot Nebula with a copied version of Nova's powers. The blast was powerful enough to knock her down to her back on the ground. Then, he grabbed her over his head and did the Attitude Adjustment on her. Nova then grabbed her legs and swung her around twelve times, until he let go of her and sent her flying over to where she was standing before.

"No! This cannot end this way!" Nebula said, as she attempted to get to her feet. "I cannot be defeated by the likes of you, vermin!"

"Oh, great." Spidey said, looking down. "Yet another super-villainess crybaby just like Yelena Belova. What's the entire universe comin' to these days?" he mocked the villain, only to have her elbow him in the jaw.

"How dare you call me that!?" Nebula yelled. "No on insults me an lives!" she picked her weapon back up, and began to charge at them yet again.

"Nova, neutralize her weapon while I finish her off! After that, we gotta get Silver Surfer aboard the Milano!" Spider-Man ordered.

"Way ahead of ya, bro!" Nova replied, as he began to use a piece of S.H.I.E.L.D. technology to emit a virus into Nebula's weapon, causing it to malfunction. Spider-Man then did the Maximum Spider on her, causing her to be tied up in webbing that she couldn't remove. No matter how much she struggled, she could not get out.

"I'll get you two infidels for what you've done!" Nebula yelled. "Mark my words, Spider-Man!" then Spidey kicked her in the ribs.

"As the English say, Good riddance to bad rubbish." Spidey said, after he and the human rocket went off back to the Milano. "Love to stay and fight, but we have a spaceship to catch up with! So, later loser lady!" he joked again.

"I. HATE! YOU!" Nebula shouted, then the wall-crawler shot a web at her mouth, causing it to shut.

"Guess that takes care of her for a while." Spider-Man stated. "Now to get Silver Surfer and Star-Lord so we can get out of here."

"Ditto on that, webs!" Nova said, as he flew, and Spidey leaped over to Star-Lord's position.

"Hey guys." Star-Lord said. "What did I miss?"

"The part where we need to fly out of the Negative Zone, and pronto Tonto!" Spidey said, poking his finger at the human/alien royalty hybrid.

"Oh, yeah. Let's go!" Star-Lord stated, as the lot of them got the Silver Surfer and his board over to the ship.

"Radical idea!" Nova said, as they got to the hatch.

"Hang in there, Silver Surfer! Let's get you into the Milano!" Spidey said, as he and Star-Lord lifted him over their shoulders.

T-T-To me, my board!" Silver Surfer said, as the board moved from Nova's arms to the Surfer's feet. "Normally, I would settle disputes with my enemies alone, but thank you for helping me regardless." he shook the web-slinger's hand.

"All in a day's work, for your friendly interplanetary Spider-Man and his fellow heroes." Spidey said back to the cosmic hero.

"Hurry up, fellas! The portal's closing up!" Black Widow said, as she went full speed out of the portal.


After they got out of the Negative Zone, Black Widow got out of the main chair, and Star-Lord retook the pilot position. Spider-Man, Nova and Widow needed to get the rundown from Silver Surfer, as the cosmic hero stood promptly atop his board.

(Theme from Star Trek: The Next Generation plays)

"Okay, now that we're out of the Negative Zone, we should find Terrax." Spider-Man said, "We have to stop him before he reaches Galactus, and the entire universe will be in serious trouble, if he destroys Gamora, Drax, Groot and Rocket."

"So that's what Terrax is plotting?" Silver Surfer asked, feeling stunned.

"Yeah." Star-Lord replied. "And he also captured my fellow Guardians Of The Galaxy when Terrax and his goons attacked us earlier."

"In that case, we must stop Terrax before he succeeds and lives will be vanquished." Surfer said, as he decided to help. "I'll open up a wormhole that'll take us to his home planet Morovus. He'll have the home field advantage however."

"But we'll be able to penetrate through whatever he throws in our way." Spider-Man said. "Quill, Nova, fly us to Morovus after Silver Surfer opens up the wormhole that leads there!" he instructed.

"Comin' right up, web-slinger!" Quill responded as Silver Surfer used his Power Cosmic to open the wormhole that will lead them to the quadrant where Terrax is being holed up in. "Morovus, here we come!"

"Warp Speed to Morovus!" Nova said, as the Milano went through the wormhole. "I always wanted to say that!"

Star-Lord was a bit surprised to hear that line. "Nova, bro, have you been watching Star Trek?" he asked.

"Yeah, I have. And, I gotta tell you, it was totally cool!" Nova replied.

"More than cool, it was legendary!" Quill said, adding his fandom of said show to the mix. "I haven't watched it since I was a kid before that bastard Yondu abducted me and turned me into a damn Ravager!" It was true. A Ravager named Yondu Udonta abducted Peter Quill when he was a child in 1988, and it was all due to his father wanting him to fulfill a galactic destiny he was supposed to have, but he defied it.

"Whoa, that sucked!" Nova said.

"Yeah, no kidding, man." Quill added again.

Spider-Man and Black Widow were somewhat inquired by it. "Jeez Louise, we got an entire galaxy to save and these two are talking about Star Trek." he said, facepalming himself. "Even Captain Marvel once told me that she's a diehard Star Wars fan." Spider-Man stated.

"Really?" Widow asked, as she raised her eyebrow. Spidey nodded yes. "Spider-Man, my love." she said again.

"Yeah?" he wondered. "What is it?"

"About those times when we called "On your left"?" she asked.

Spider-Man began to think about all those. "Yes, not that you mentioned it by the way." he answered. "Why do you ask?"

"What I'm saying is that from now on, we go the same direction at the same time together." Natasha said, as she kissed Spidey on the cheek.

"I couldn't agree more, babe." Spidey said, as he got out of his seat. Black Widow did the same.

"Also, can I speak to you in private?" Widow asked.

"Sure." Spidey said. "Quill, Nova, could you ask the Surfer if he knows anyone who could be of additional help?"

"Sure, webs." Nova said. Star-Lord went over to Silver Surfer, and had the right idea.

"Norrin, do you know anybody who might be of some assistance?" Star-Lord asked the cosmic hero. "Cause it looks like we're gonna need it."

The Surfer answered the human/alien hybrid. "Of course. I can try to establish contact with Adam Warlock and Quasar, and ask them."

"Alright! I haven't seen Adam or Quazar since the last time me and the Guardians faced off with Michael Korvac!" Star-Lord said, feeling excited to see some old friends of his coming to help.

"I'd like to meet them." Nova said.

"You will indeed, Samuel Alexander." Silver Surfer stated, denoting he knew Nova's real identity.

"Thanks, Norrin Radd." Nova said back to the cosmic powered astronomer from Zenn-La. He began to divert the communications frequency to see if he could get a clear way to contact the two additional cosmic protectors.

(Song Ends)


While Silver Surfer tired to establish contact with Adam Warlock and Quasar, Spider-Man and Black Widow went into a main hold area, where Star-Lord held all the meetings the Guardians would have. Widow wanted to talk to Spider-Man about something, and waited to break the ice.

"Oh, I forgot to say." Spidey broke his silence and said, "Y'know, Nat? I must confess that it was the first that I got a lap dance from someone as beautiful as you." Black Widow smiled at him, "And, you were right. I did enjoy it as much as you did."

"I'm glad you did, Pete." Widow replied, placing her hand on his shoulder. "Although, I've been doing this my entire career in the spy gig."

Spidey was amazed. "Oh, kind like James Bond?"

"Ha! James Bond has nothing on me!" Widow said, feeling like she put a famed British spy to shame.

"Can't argue with that." Spidey replied as he took his mask off.

Widow then looked in the opposite direction. "Peter, about your friend, Mary Jane Watson?"

"What is it?"

Widow decided to speak about it. "I was told that she became the Ultimate Spider-Woman after she still had a fragment of the Carnage Symbiote inside her." This sort of news made Peter shocked, as his eyes grew wide. "I can tell that she held back her grip when I shook hands with her because of how powerful her Symbiote is." she looked like she was mad at Peter for keeping it a secret from her.

"Oh, that." Spidey realized it was not a secret from the Avengers anymore. "Sorry for not telling you that, Natasha. I-I-I knew you would react the way you would."

She looked at his eyes like they were daggers, then smiled at him again. "It's okay, Peter. I just wish that you told me that earlier." she said, patting his head.

Spidey had a nonchalant look on his face and said, "Yep. There's the Natasha Romanoff that I know and love. A woman with a lot of fire and passion inside her." he denoted. Natasha smiled at that statement, and the two spiders laughed along with what was just said.

Nova walked in, and wonder what they were doing, "Excuse me guys, but am I missing something here, because I saw and heard everything from you both." said the human rocket.

"Na, we were talking about Mary Jane Watson, and the fact that she still had fragments of the Carnage Symbiote inside her, and how she became Spider-Woman. That's all." Widow said.

"Okay, now you got me convinced." Nova said, as he began to fantasize about said girl and him flying across the Planet Xandar. But then, Spidey snapped his fingers, and had an angry stare on his face.

"But one other thing, don't even think about getting a pass at MJ. Otherwise, I'll jab you in the ribs so badly, you won't feel a thing." he warned. He originally had a hatred towards Nova when he first joined S.H.I.E.L.D., but after a while, they got used to each other. It would seem as though, it got reignited due to Mary Jane becoming Spider-Woman. Black Widow just scoffed, not wanting to get involved.

"Fair enough, but I'm talking about you two." the human rocket pointed out.

"Me and Mary Jane?"

Nova sighed, roughly and corrected the web-slinger "No, you and the Black Widow." he said.

"That again?" Spidey deadpanned.

"Yeah." Nova taunted. "Dude, I saw you two getting close when she gave that lap dance and kissed you on the lips!"

Spidey and Widow were both bug-eyed and startled. "What?! You saw us through the window before we left Earth?!" he shouted.

"Well, duh!" the human rocket said, bluntly. "Now, tell me the truth before I..." Widow punched Nova in the arm very roughly.

"Nova, that's enough!" Widow got up in Nova's face, and finally came out with the truth. "It's true. Spider-Man and I fell for one another. It just happened out of nowhere." she confessed.

"Oh shit!" Spidey grieved.

"Ha! I knew it!" Nova said, feeling victorious. "I knew you two had something going on!"

"Okay, I admit it!" Spidey knew it was his turn to confess. "I fell in love with Black Widow because I find her beautiful, sexy, awesome and attractive! Did I neglect to mention that she has a very good-looking body?" he said, feeling like he was winning the argument, making Nova feel defeated at the last second.

Nova couldn't believe what he heard, "Yeah, but don't you think she's a little..."

Spidey interrupted Nova yet again, "Too old for me? No way you bucketheaded ninny-wit!" he countered. "I love her because of what she is, and nothing is gonna change that! Which is why we need to keep this a secret from everyone until they're ready to know. Mainly Director Nick Fury?" he stated and asked.

"Speaking of which, if you so much as tell Fury about this, you're gonna have severe case of bunny-phobia!" Widow warned, making him frightened.

"No! You wouldn't!" Nova shouted in fear.

"Yes, I will." Widow said with a wicked smirk on her face.

Nova finally caved in, and sighed. "Okay, I'll leave you two alone until we get to Terrax and...Yeah." Nova left them alone as he went back to the bridge.

"That's right." Spidey said, tauntingly as Nova walked off. "Walk peacefully Nova. If you know what's good for you." Spidey and Black Widow high fived each other, not believing that worked.

"Peter, I'm really flattered by all your compliments but next time, you and Nova need to be careful with what you say about me." Natasha said, scolding the web-head in a calm manner. "Although, you defined me by my age, which I really appreciate."

"Okay. I'm sorry." Peter looked to be feeling a little down. Natasha grabbed his chin.

"Apology accepted. After all, I find you attractive too." Widow said, seductively as she kissed him on the cheek. "Now c'mon. Everyone's waiting."

"Gotcha babe." Spidey said, putting his mask back on. He then began to talk to himself. "Uncle Ben, if your watching me in Heaven, then you know I've met a really good woman, and she's really kind to me." he said, looking out the window, feeling like his Uncle Ben is watching over him.


Silver Surfer got the frequency right and began to establish contact on the video-comm.

"Adam Warlock, Quasar, do you read me? This is Silver Surfer." he said, trying to contact.

"Yes, I read you, Norrin Radd. Adam Warlock speaking!" said a man with orange skin, blonde hair and red eyes, wearing a red, navy blue and gold outfit that looked like a ninja robe. On his forehead was a green gem. This was Adam Warlock, a former enemy of the Silver Surfer, and ally to all that is good. The gem was the Soul Stone, one of the six Infinity Stones. And with him was a woman with a golden mark over her right eye, short platinum blonde hair, blue eyes and was dressed in a red and black outfit with an multiple pointed star on her chest and on her back was a navy blue cape with a hood. This was Phyla-Vell, also known as Quasar. She also used to be an enemy of Drax The Destroyer, but is now allies with him and Silver Surfer.

"Hello Silver Surfer, my old friend." said Quasar. "How can we help you?"

"My allies and I are in need of your help!" Norrin said.

"What is wrong, Silver Surfer?" asked Adam Warlock.

"Terrax has captured some of the Guardians Of The Galaxy, all except Peter Quill, the Star-Lord." Silver Surfer replied. "And he is attempting to drain their energy to destroy Galactus, one the most feared and powerful beings in the universe!"

Adam and Quasar were shocked to hear this sort of news. "This cannot be good." Quasar said.

"That is why Spider-Man, Black Widow, Nova, Star-Lord and I require your aid in our effort to stop Terrax before he does something drastic." Silver Surfer stated. "Billions of lives are on the line."

"Yes, I understand the nature of this situation." Adam said. "We will aid you. We'll rendezvous with the Milano on Morovus so we can assist you in stopping him!" he grabbed his staff, and any other weapon he could muster up.

"We all have to stop him and save the Guardians, or the entire galaxy and all species will be doomed." Quasar said, as she also agreed.

"Thank you!" Silver Surfer said, happy that they accepted the offer.

"It's a good thing you got them, because if they refused to help us, all is lost." Star-Lord said.

"Nothing is more important than stopping Terrax from putting the entire galaxy and everyone in it, including your friends in severe danger." Quasar said.


On the planet Morovus, we see a humanoid alien with a big jaw, gray skin and white eyes, wearing a red and black costume holding an ax. This was Terrax The Terrible, another cosmic being who was once the herald of Galactus, devourer of worlds. He had four of the Guardians Of The Galaxy in purple chains. Two of them had green skin, one had long dark hair, while the other was bald and had red markings on his body. The other two looked like a tree with legs, and with him was what looked like a raccoon. These were Gamora, Drax The Destroyer, Groot and Rocket Raccoon. Rocket wasn't really a raccoon, he came from an alien species that looks exactly like them. Him and Groot were bounty hunters, Gamor was the deadliest warrior in the universe, and Drax is a maniac obsessed with killing Thanos to avenge the deaths of his wife and daughter.

(Intergalactic by the Beastie Boys plays)

"Bah, you Guardians Of The Galaxy have been a thorn in my eye for too long!" he said, pointing his ax at Groot. Soon, I will drain your energy, and make myself powerful enough to finally dispose of Galactus, and the rest of the universe!"

Gamora struggled to free herself, but to no avail. "Terrax, you're mad if you think you can destroy Galactus!" Gamora said.

"I Am Groot!" Groot said, agreeing with Gamora.

"I agree with Gamora too!" Rocket said, as he struggled.

"Keep struggling if you'd like." Terrax taunted. "It's still useless!"

Drax also struggled to free himself, but it didn't work. "Terrax, you floognarg! You really think draining our energy will dispatch your master!?" he shouted.

Terrax turned to the Destroyer and shot a laser from his ax. Luckily, it missed Drax's head. "SILENCE DRAX! Galactus is NOT my master anymore!" he shouted. "And NO ONE EVER calls me a FLOOGNARG!" he shot the laser from his ax again.

Little did he know, the Milano landed on the outside of his fortress. Star-Lord, Black Widow, Nova, Silver Surfer and Spider-Man exited the ship, with Spidey and Widow in their space outfits. Adam Warlock and Quasar landed on their feet, and greeted the heroes.

"So, you are Spider-Man, Black Widow and Nova of Earth?" asked Adam.

"Yep." Spidey said.

"It's good to finally meet you in person." Quasar said, shaking his hand. "There is a lot of tell about you on Xandar. You are quite a hero, you helped Quill and the other Guardians when Tidus and Korvac nearly annihilated Earth, and when Collector and Grandmaster's game almost ruined your planet."

"It's nice to have people appreciate me on another planet." Spider-Man said. "Some people are divided between thanking me and going against me. I'm just sick and tired of it!" he clenched his fist, but Black Widow grabbed his wrist.

"Please, don't let that get you down, Spider-Man." Black Widow said, concerned. "If you don't have your head in the fight, you'll lose."

Quasar's eyes began to glow, and realized what was between them. "Ah, you two are in love. Yet you keep it a secret from your allies. Why?" she wondered.

"Because, I'm not sure if my friends and loved ones are ready for that sort of news yet." Spider-Man said, feeling down.

Adam placed his hand on Spidey's shoulder, "You have nothing to worry about, Peter Benjamin Parker." he said. "Stop feeling upset and be honest with them about your own feelings." he advised.

"Adam is right." Quasar added. "When you find the answer in your heart, no one will be able to blame you for anything." Spidey began to think of what was said to him.

"Be honest about my feelings?" he wondered.

Adam, Quasar, Silver Surfer all nodded in unison. Star-Lord broke his silence, "Because, that is the you the know and love." he said. "Now, what do you say we take Terrax down before he enslaves the galaxy?"

"I'm in!" Spidey said, as he shot a web-line, and shouted a phrase, "TO INFINITY...AND BEYOND!"

Adam and Quasar had their eyebrows raise in confusion, Widow had a half-smile on her face. "That was an...interesting choice of words, sweetie." she thought about her boyfriend, and then snapped out of it, as her and the others followed Spidey up the stairs that lead to Terrax's fortress.

In the main room, Terrax revealed his other plan. "Soon, this planet will be destroyed, and your bodies along with it!" he decreed. "AND THERE'S NOTHING YOU CAN DO ABOUT IT!" he laughed evilly, but then got shot by a web.

"Think again, you son of a bitch!" Spider-Man said as he barged in. "Guardians, you look like you need some help!" he said to the ones in chains.

"SPIDER-MAN?!" three of them said in unison.

"Ah, the arachnid powered human of Earth!" Terrax said. "We meet at last. And it will be the last time too!"

"I wouldn't bet on that Terrax!" Spider-Man said, as the other heroes followed him in. "I brought some allies!" he showed the tyrant. They all charged at Terrax, and began to fight him. Black Widow used a roundhouse kick on him, and Spider-Man did a standing side-kick to his thorax. Nova blasted him in the jaw, Star-Lord used his Element Gun to freeze his legs. Terrax could not believe his eyes.

Rocket looked at the sight, "Adam Warlock, Quasar, it's nice to see you again, but what are you doing here?" he asked.

"We came to slaughter Terrax and end his terror!" Quasar said.

"As well as rescue you." Adam said, as he concentrated the power in the Soul Stone to make a weapon for Spider-Man to wield. Nova used his blasts to free Drax and Rocket.

"Are you okay, Master Rocket?" Nova said, with a concerned look on his face towards his mentor.

"Just fine, kiddo." Rocket said.

"Though I loathe to admit it, I am glad you came, Adam Warlcok." Drax said. "And you as well, Phyla-Vell." he turned his head towards Nova. "It's nice to see you also, Samuel Alexander."

"Think nothing of it Drax." Nova replied.

Spider-Man shot a web-line at Gamora, and broke her from her chains. "I thank you, Spider-Man!" she said with a smile of gratitude. "Now, where is my sword?"

"Right there." Spidey said, pointing to where it was. It was on Terrax's table, she picked it up, unsheathed it, and began to join the fight with Star-Lord.

Black Widow used her gauntlets to free the wooden Guardian. "Are you alright, Groot?" she asked.

"I Am Groot!" he answered.

"Good." Widow said, as Groot got out of the spot. Rocket grabbed his blaster, Drax got his daggers, Groot grew to titan size, and used his arm as a sword. "Okay, Terrax, time for you pay the piper!" she said to the tyrant. "Spider-Man, let's take him down together!"

"Gotcha, Black Widow!" Spidey said as he rushed over to her. The two of them started attacking him in the same direction, just like she told him. "Wow, we wnt in the same direction!"

"What'd I tell ya?" Widow said, raising her eyebrow at the web-head. Drax and Gamora noticed this, and went along with it.

"So, Quill, Spider-Man and the Black Widow an item, are they?" Drax asked.

"Yeah, you got that right!" Star-Lord said as he blasted some sort of creatures that were approaching the fortress.

(Song Ends)


As this was happening, a humanoid alien with blue skin and a green, black and purple outfit was watching this whole thing. In his hand was a giant hammer, not on the same equivalent as Mjolnir, but it was longer on the handle. This was Ronan The Accuser.

"Hmm, I have never heard of the one in red and blue." Ronan said, as he overlooked his fighting style. "He is a Terran as well? Set a new plan into motion, Korath." he ordered.

"At once Ronan!" said an alien that looked humanoid in origin, his body had armor that was maroon and purple, and he had a blaster around his waist. This was Korath The Pursuer.

"If the rumors are true, and this is the Spider-Human I have heard about, then I would be more than obliged to invade his planet, and get what I want from it." Ronan said. "Plus, his main concern seems to be toward the woman with the red hair and dressed in black. Who is she?"

"She is Natasha Romanoff, the Black Widow, Ronan." Korath said. "A spy who works for a group of heroes known as the Avengers."

"Ah, so Star-Lord's allies of Earth have gotten involved as well." Ronan said. "Now I'm convinced to invade. Prepare a plan to do so, Korath!"

"Yes, my liege." Korath said, as he began to prepare.


Terrax nearly was beaten down, but he got back to his feat and used his ax to blast the heroes to the ground.

(Sabotage by the Beastie Boys plays)

"Foolish Earthlings!" Terrax said, tauntingly. "When will you learn that you cannot defeat me?! I am invincible!" he then got zapped by a taser-web, which Spider-Man shot out of his wrist.

"Yeah, keep telling yourself that you boneheaded bastard!" Spidey said, with an electrical charge at Terrax.

"Why you!" Terrax swung his ax at the wall-crawler, but Spidey blocked it, countered it with a backflip kick to the chin and used the Maximum Spider attack on him, sending him crashing to the ground.

"Hey, Terrax! How's the taste of sweet and sour defeat feel like?" Spidey quipped, and Widow laughed along with it.

"Blast it all!" Terrax said, ranting in his own defeat. "I have been humiliated by some arachnid-powered simpleton!"

Gamora pointed her sword at Terrax and said, "As much as I want you dead for what you have done, Terrax, I believe it's time to turn you over to the Nova Corps."

"Bah! Over my rotting corpse, Gamora!" Terrax said.

"We were hoping you'd say that you idiot. Groot?" Rocket said, as he barred the door to prevent a serpent from getting into the room.

"I Am Groot!" Groot said, as the monster stuck it's head in, breaking a part of the door off. Silver Surfer zoomed over to the wooden hero, and his alien animal friend. The Guardian turned his arm into a sword of his own nature-powered body.

"It would seem as though your weapon could use some amplification, my wooden friend." Silver Surfer replied.

"I Am Groot!" he said, as he used his cosmic wooden sword to stab the monster in the head. Rocket and Groot low-fived each other, and Silver Surfer smiled at them both. Terrax nearly got up, but was forced down after Drax kicked him in the ribs.

"Now for the very last time, Terrax, surrender!" Gamora demanded.

He raised his head up, "NEVER YOU WEAKLINGS!" he shouts. "I'd rather die on my feet, than surrender on my knees to the likes of you!"

Spidey kicked him the face, "Believe me, pal. I may still watch Saturday Morning Cartoons, but cliche's are so 5 minutes ago. In other words..." Spider-Man then delivers a chop on the back of Terrax's neck. "Bad choice of words. Widow, now!"

Widow then uses her Widow's Sting on him, knocking him out. "And we got our villain." Spidey said, as he joked.

"Okay, now let's turn this creep over to the Nova Corps. before he wakes up and raises more Hell." Widow said, wanting to lock the tyrant up. "And Spidey darling, about what you said to him, it's best if you keep doing those jokes of yours." she said, giving advice to ol' web-head.

"Fine with me, my beautiful Black Widow." Spidey complimented to his Russian Redheaded girlfriend.

"Also, when we get back home, I have something special in store for you." she smiled seductively, making Nova grunt in jealousy.

"That I can't wait for." Spidey said, as he and Black Widow kissed each other on the lips, in front of the guardians.

Star-Lord broke his silence, "Seriously, guys! Get a room!" he said, feeling a hint of disgust.

"And some protection while you're at it!" Drax replied.

"It figures." Gamora added, folding her arms in approval.

"I Am Groot." Groot said, turning his head to Rocket.

"Ah, you said it, pal." Rocket said, agreeing with the wooden hero with limited vocabulary. "I'll never understand humans and their habits." he shook his head.

(Song Ends)


Hours later, on the Planet Xandar, we see a woman who looked to be in her early seventies with white hair, and a Nova Corps. uniform. This was Irani Rael, also known as Nova Prime who along with Nova Corps. Officer Rhomann Dey held trial on Terrax for what he had done. Spider-Man, Black Widow, Nova, Silver Surfer and the Guardians Of The Galaxy all watched in anticipation for Terrax's imprisonment. And Nova Prime was ready with the final verdict.

"Terrax The Terrible, for your crime of capturing the Guardians Of The Galaxy, and the attempted destruction of Galactus..." Nova Prime started off. "You are guilty of all charges! And you are sentenced to rot in...The Kyln!"

"Boys, take him away!" Officer Dey said, as the other officers took Terrax away to the Kyln. His weapon was locked up in a vault where no one would get to it.

"Samuel Alexander, you and your friends of Earth are to be commended for your valor." Nova Prime stated to the young hero. "Spider-Man and Black Widow, do not worry. Your secret is safe with us."

Spidey felt relieved, knowing that he would not be exposed about his relationship with Black Widow. "I thank you for that, Nova Prime." he said to the commanding officer of the Nova Corps.

"You are most welcome, Peter Benjamin Parker." Nova Prime added, denoting she now knows Spider-Man's real name. "I hope you find out the truth about your parents."

"Amen to that." Spidey said, and he turned his head to Star-Lord. "Quill, could you, the Guardians and Silver Surfer take us home?"

"Sure thing, webs." Star-Lord confirmed.

"Good journey to you spiders." Gamora stated, shaking hands with Black Widow.

"I Am Groot!" Groot said, congratulating the spiders and Nova for a job well done.

"I hope we see each other again." Rocket added.

"I second that emotion." Drax replied.

"Shotgun!" Nova said, getting on board the ship.

"And, Natasha." Star-Lord spoke up to the redhead.

"Yes?" Widow wondered.

"This time I'll put something else on when we leave." Quill replied.

"Good, cause that Blue Swede song just drives me nuts." Natasha added. The heroes got aboard the Milano, and went warp speed to Earth.

Nova Prime and Officer Dey looked off into the Xandarian skies. "May fortune guide their journey, sir." Rhomann said to his superior.

"Agreed." Nova Prime acknowledged her officer. "And wherever Richard Ryder is, I hope he's alright." she had a concerned look on her face, worrying about one of her own.

Adam Warlock and Quasar went back to their base, as a portal opened up, and whisked them away.


After Star-Lord and the rest of the Guardians left Earth, Nova went back to the Triskellion, and promised he would not tell anybody about what he just saw today. The phone rang, Peter answered it and it was his Aunt.

(Crazy For You by NSYNC plays)

"Oh, hi Aunt May." Peter said, as he picked up the phone.

"Hello Peter." May said. "I thought I'd call you before I go to bed. I'm still at Laura Barton's place, enjoying her hospitality."

"Gee, that's great." Peter said back to her.

"So, how's everything back home?"

"It's on the up and up." Peter replied. "My girlfriend and I just got back from outer space, stopping Terrax from doing bad things to the universe with some help from the Silver Surfer and the Guardians Of The Galaxy. Terrax may be a big and strong bad guy, but we managed to stop him with the winning strategy he never had, a little thing called teamwork." he retorted.

May was astonished that her nephew was in space. Of course, during the Contest Of Champions, it was revealed that she knew her nephew's secret all along. "That's great news, Peter. I'm proud of you and your girlfriend." she said. "I just wish that I could meet the Silver Surfer. He must be very nice. Is he?" she wondered.

"More than you know, Aunt May." Peter said with a smile. "He, Adam Warlock and Quasar helped me, my girlfriend and Star-Lord throw Terrax in prison on Xandar."

"Okay, I'm turning in right now." May stated, as she got into her bed. She was in the guest room, right next to Laura and her kids. "I'll talk to you later, Peter."

"Me too, Aunt May." Peter replied. "Good night."

"Good night, dear." May said as she hung up, Peter hung up on his end.

Natasha came in, with her gloves off, same for her boots and belt. "Was that your Aunt again?" she asked.

"Yeah, I told her about us helping Silver Surfer and the Guardians Of The Galaxy beat Terrax, and she told me that she's proud of both of us doing that." Peter replied to his Avenger lover.

"I bet she is." she said, with a smile on her face.

Peter began thinking about was said to him before. "Natasha, remember when you told me that from now own, we go the same direction at the same time?" he asked the Russian redhead.

"Yes, why do you ask?" Natasha wondered.

"You were right." Peter admitted. "At first, we had a very awkward start. Even worse ones like when Yelena Belova started coming between us both when you and I were starting to fall in love." Being reminded of that sort of thing, he tried his best to forget about that incident. "But, you stood by my side no matter what, helped me clean up the mess I made, and we both got back on the right side of things."

Natasha smiled at Peter, feeling the spark between becoming more bright. "Yeah, I guess I am right about what I said to you." she said. "And speaking of both of us going the same direction, that's why we're doing this." she shoved Peter down to his bed, and got on top of him.

"Having sex?" Peter wondered.

"No, of course not, you silly goof." Natasha laughed a little bit. "Not yet anyway. Dry humping? Maybe. But tonight..." she took off her bra, exposing her firm bosom and kissed him deeply on the lips. "Mmmph." she moaned.

"You just read my mind, Nat." Peter said, as he went along with this. Natasha could feel the heat inside her, as she pulled Peter's hand to her breasts, and begins to rub them, he then starts to press his tounge against her stomach, and she begins to laugh in an instant.

"You're ticklish there?" wondered Peter.

"Got that right, baby." Natasha said seductively. Peter got the light bulb in his head going again. "HAHAHAHAHAHAHAHA! D-Do that m-m-m-more often! HAHAHAHAHAHAHAHA!" she continued to laugh, until she felt tired. She then leaves a red lipstick mark on Peter's neck, and she and Peter kissed for the last time before they said, "Goodnight." to each other before they drifted off into bed.


However, at Phil Coulson's base, Sparkplug was still analyzing the pod they had in storage. He then wiped more sweat off of it, and noticed the HYDRA logo on it. His eyes grew wide, and went over to his laptop, and did some digging on Project Arachnid. "Okay, it should be here somewhere." he said, as he kept looking. It is then that he is joined by Lance Hunter, who happened to have finished a date with Mockingbird.

"Blimey, what a wonderful night." Lance said, as he turned his attention to Sparkplug at his computer. "Sparkplug, is something on your mind?"

Sparkplug turned around, and jumped a little bit. "Lance, don't sneak up on me, dagnabit!" he then went back to his computer and showed Agent Hunter what he found. "I found out something about Project Arachnid." he showed the schematics, and a picture of the individual in the pod. "It turns out, HYDRA was working on a plan to clone Captain America."

Lace was mouth agape in dismay, "Why the bloody hell would HYDRA do that!?" he said.

"That's what I would like to know myself." Sparkplug said, as he searched some more. "It happened at the end of World War II. HYDRA got their hands on a sample of Captain America's DNA, and wanted to make another version of the Super Soldier Serum. I wonder what they made it for."

"Well, should we wake her up?" asked Lance.

"I think that would be a good idea." Phil said, as he walked in. "It would seem that this button opens it up." Coulson pressed the button, and the hatch opened up, and the girl that was in the pod began to stir. She opened up her eyes which were a lovely blue color.

"Ugh...W-wha...Where am I?" she asked. "Is it 1952 already?"

Sparkplug, Lance and Phil were shocked to see her wake up after so long. "Uh, excuse me, miss. What is your name?" Sparkplug asked.

She was silent for a few seconds, but she broke her silence, "Kaitlyn...My name is Kaitlyn Rogers...Who are you three gentlemen?" she asked.

Sparkplug went over to her and introduced himself, "My name is Lincoln Campbell, my friends call me Sparkplug. I'm an Inhuman Doctor, that can generate electricity." he gave her a demonstration of his powers, by shooting an offline L.M.D. (Life Model Decoy) with a electrical bolt.

Kaitlyn was shocked to see that. "Inhuman? What's that?"

"I was exposed to a Terrigen Mist, and it gave me superpowers." Sparkplug said, explaining how he got his electric powers. "Years ago, an alien race known as the Kree came to Earth to try and make an army of soldiers in their war against another race of aliens called the Skrulls. The Skrulls are shape-shifters. But, they were beaten by the Fantastic Four."

"All that aside, my name's Lance Hunter." Lance said, introducing himself. "A mercenary who was hired to take HYDRA spies down. I'm from Liverpool."

"And my name is Phillip Coulson, agent of S.H.I.E.L.D." Phil stated, this shocked Kaitlyn yet again. "HYDRA created you after World War II, and it was said that they wanted to you to be a Super Soldier with Spider DNA."

Kaitlyn was flabbergasted by this shocking development. "Well, what else has been going on?" she asked. "And, what's S.H.I.E.L.D.?

"Allot has changed since the war." Phil said. "S.H.I.E.L.D. is an acronym for Strategic Homeland Intervention, Enforcement and Logistics Division. It was founded by genius inventor Howard Stark, agent Peggy Carter and Steve Rogers/Captain America."

"I'm sorry, did you say...Captain America?" Kaitlyn marveled at that. "Astonishing!"

"Thank you, luv." Lance said.

"So, will you help us defeat HYDRA?" Sparkplug asked.

Kaitlyn thought it through, and answered, "Oh yeah!" she agreed to the offer. "Plus, I want to help Captain America...If what your saying is true, then I have his strength, and some spider powers. I also want to find out if he could be my father."

This sort of thing had Phil, Lance and Lincoln deeply surprised. Lance's mouth was agape again, as was Sparkplug's, while Coulson had a bug-eyed look on his face. What could happen if Captain America meets his clone "daughter"?

(Song Ends)

To Be Continued...


Well, chapter 6 is officially complete. I'm just a little sad that the cartoon is finally ending after only four season. It lasted a lot longer than the X-Men 1990's cartoon, and holds it's record. I gotta admit, that is quite a feat. Hopefully it left you with some good memories. Plus, I'm working on another Ultimate Spider-Man fanfic that crosses over with InuYasha (one of my favorite anime shows). And, I hope you will enjoy that one too.

And I would like to give a big shout out to iPandaDrawer for allowing me to use her character Katie Rogers/The Astonishing Arachnid in this story. Thank you iPandaDrawer for your support!

Stay tuned for Chapter 7: Night Of The Spider-Wolves! Spider-Man and Black Widow go to Transylvania to save Captain America from HYDRA and Red Skull, but the two spiders along with Cap have been turned into werewolves. Red Skull also allies himself with Nightshade: a mad scientist who is responsible for their mutations, and it's up to the Howling Commandos to help Capwolf and the Spider-Wolves to stop Red Skull, Nightshade and HYDRA before they mutate the whole planet. Can the Incredible Hulk save them too? Find out next time!

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