How's it hanging, y'all!? ERoc901 Tha Clean Up Man and I are now getting ready for chapter 7. In this chapter: Spidey and Widow go to Transylvania to save Captain America who has been turned into a werewolf by Red Skull and HYDRA, who have allied himself with Nightshade, so it's up to Hulk and the Howling Commandos to help them out. Plus, Spidey and Widow are turned into werewolves as well, and have to find an antidote. What else is expected to happen and will Spidey and Widow's werewolf sides take over or can they break out of it and save Captain America all at once? Stay tuned!


Disclaimer: Same as before.


Chapter 7: Night Of The Spider-Wolves!

The night sky was peaceful yet frightening at the same time. Spider-Man and Black Widow were in the flying car, because they had been informed by S.H.I.E.L.D. Director Nick Fury, that Steve Rogers/Captain America had been captured by HYDRA and the Red Skull, and he might be held in Transylvania. Spider-Man was a little baffled about this, so now he and Widow are on the way to the drop zone.

"So, let me see if I got this straight." Spider-Man said, trying to keep his train of thought rolling. "Captain America was captured by HYDRA during a mission in Transylvania, and held him captive 24 hours ago, right?" he wonder as he spoke to Nick Fury, his face was on the screen.

"Right." Fury replied. "Not only that, but the Hulk went missing when he got lost in Transylvania as well."

The spiders eyes widened in shock. "But Fury, this doesn't feel right. At least of all not to me." Widow stated.

"Why's that, Romanoff?" Fury asked.

"Well, I've never told either of you this before." Widow stated. "About Transylvania, the last time I was there, I was turned into a vampire by Dracula when the Red Skull tried to recruit him to be part of the Cabal." she admitted, making Spider-Man fantasize about her vampire form hunting him down for his blood.

"W-W-What!? Widow, are you serious?!" Spidey exclaimed, feeling frightened by the thought. "You were turned int a vampire by Dracula himself?!"

"Yeah, and I didn't like it at all." Widow answered her boyfriend's question. "Being vampire was one of the most unpleasant experiences of my life."

Peter had a solemn look on his face, but it he then felt relief. "Well, it's a good thing you got better, Natasha." Spidey said. "Cause, if you had remained a vamp for too long, Blade would kill you due to his vendetta." he stated.

"True, but no, you're not gonna be dealing with vampires this time Spider-Man!" Fury confirmed firmly. "HYDRA has aligned themselves with the mad scientist who does research with neo-genetics that is capable of mutating people into monsters. Mainly werewolves."

Black Widow put two and two together, and knew instantly who it was. "Nightshade." she said bitterly.

"What!?" Spider-Man shouted in suspense. "Okay, what does a mad scientist like Nightshade and her horror movie based obsession with her neo-genetic research and HYDRA got to do with Cap and Hulk's disappearances in Transylvania?" he asked.

"I'm not sure yet, Spider-Man." Fury replied. "It's possible that they're all connected somehow. That's where you two come in."

The two spiders looked at each other. "But why us?" Spidey asked. "And what about my team at the Triskellion?"

Fury continued with the briefing. "Because, I wanted to see how you both will attempt to survive in a dangerous place like Transylvania." he said. "And rather than getting Power Man, Iron Fist, White Tiger, Nova and the rest of the Web-Warriors, I called on a team who is more than capable of dealing with the supernatural. They'll meet with the two of you once you get there."

"So you're saying that's it's not just a rescue job, but we also have to find out what Nightshade and HYDRA are planning with her neo-genetic research that can mutate people into monsters and stop them." Widow said, feeling determined to do this now more than ever.

"That's right, Agent Romanoff." Fury stated. "This is now a mission of monstrous proportions."

"Guess we could call that a horror movie mission then." Spidey joked.

In her thoughts, Widow said, "Okay, I know we're on a mission here, but he could at least be serious about it. Though I have to admit, that was a little bit funny,"

"It's not...Ugh..Never mind!" Fury deadpanned. "Just stop HYDRA, turn Nightshade in and rescue Captain America and Hulk at all costs!" he ordered.

(Everybody [Backstreet's Back] by Backstreet Boys plays)

Widow's car was already approaching the appointed destination, the car landed in a clearing are not far from Dracula's castle. Owls began to hoot, the full moon was shining in the sky, and Spidey got out of his seat, and Widow set the cloaking device into motion. "Now that we're here, I think it's best if we stick together instead of splitting up." Widow stated. "After all, we're in dangerous territory since the creatures want to come out at night and give two spiders a fright." Widow said.

"You're telling me, Natasha!" Spidey replied, feeling somewhat frightened by how eerie it was out there. "Judging by the sight of the full moon, owls hooting, wolves howling and the fact that the dead might rise from the grave, this place is starting to give me the willies." he began to have shivers sent up his spine.

Natasha held him close to her soft bosom, and had a reassuring smile on her face. She placed her finger on his lips and shushed him up. "Like I said before loverboy, let's stay together." she said to him, as she stroked his head. "I don't like this place as much as you don't either, but if we're gonna save Captain America and Hulk, we'll have to get through this and..." Natasha paused when she heard a pack of wolves howling out loud. "Okay, now I'm worried."

Spidey then felt that tingling in his head. "My Spider Sense is going berserk." he said, as he saw a werewolf leaping right at them. "Duck!" he shouted as the spiders avoided the monsters attack. Then a whole bunch of them came towards the two spiders, "Oh my God! It's a werewolf pack!"

Their numbers were far greater than the two spiders could handle. "Now we're surrounded! Shit!" Widow complained.

The werewolves were snarling and grousing at the heroes. Spider-Man was still spooked by them all, "Hey, c'mon fellas. Maybe we can talk about NOT treating the two of us like your own personal chew toys?!" He shouted feeling distressed. "Or at least, teaching you some new doggie tricks so you could get a real doggie treat?" the werewolves continued to snarl and grouse at them, they lunged at the spiders, and started to fight them.

"I don't think they're listening, Spider-Man!" Widow stated. Just then, a shield that looked like the colors of the American flag was flying by them all.

"A shield?" Spidey wondered, as he saw it bounce back to it's owner. "That's Cap's shield. Which means...Cap's here to save us!" he said in excitement.

But then, Natasha saw a werewolf in the uniform that Captain America always wore into battle, and was very horrified by this shocking development. "Oh, shit and fuck. No, he's not. He's..." she stuttered. "He's now one of them!" Natasha shouted as the werewolf lunged at her and Spider-Man.

"C-C-Cap's a werewolf?!" Spidey shouting in wonderment.

"Not only that, he's Capwolf!" Widow shouted, as she dodged Capwolf's lunges and scratching claws.

"Someone pinch me so I can wake up from this monstrous nightmare!" Spidey screamed in horror.


As the spiders were facing Capwolf, Mysterio, Carnage and Harvey were watching it all.

"Ah, nothing like a little horror to send the spine chilling." Mysterio said, as he enjoyed the fight. "Carnage, are you wondering why I hired Nightshade to capture Captain America and the Hulk?"

"Indeed, I am." Carnage wondered.

"She felt the need to test out her new experiments, and needed some test subjects." Mysterio replied to the red Symbiote freak. "So, I gave some to her."

"Holy Brainstorms, that was brilliant, sir." Harvey said, as he entered the room.

"Yes, Harvey. I know." Mysterio replied back to his lackey.

"I also heard that Nightshade has another serum on her." Carnage informed to villain with a fishbowl head. "One that can turn people into babies. Is that true?"

"Every word of it." Mysterio replied. "Carnage old boy, you are very accurate."

"I do what I can." Carnage and Mysterio laughed evilly in unison, while Harvey left. He went into a room that Mysterio could not get into, and it looked like the set from Human-Ant and the Revengers, the new movie in which Scott Lang/Ant-Man was starring in.

"Phil, do you read me?" Harvey said, whispering into his watch. "It's Agent Andrews, so far no one saw me, and in my disguise as Harvey, I know exactly who has been sending all these villains after Spider-Man and Black Widow."

"Who is it?" Phil Coulson said, over the comm-watch.

"It's this guy named Quinton Beck." Andrews replied. "I think he wants revenge on Spidey for what he did to him before."

"Well, we'll inform Spider-Man another time." Coulson stated. "In the meantime, keep Mr. Beck distracted in any way you can think of."


Back in Transylvania, Spider-Man and Black had their hands full, as they tried to fend off Capwolf and his new wolf pack.

"Cap, snap out of it!" Spidey yelled. "It's us! Your friends, Spider-Man and Black Widow!" he began to punch him in the muzzle, and then sweep kicked himto the ground. Capwolf got back up, and charged at them again, and punched him in the jaw. "Ow! Okay, that actually hurt!" he said, wincing.

"I don't think he's listening to us!" Widow warned. "His mentality is all werewolf!" she tried to jump on him, but she got shoved down.

Capwolf roared in front of Spider-Man's face. "Whoa, Cap! Did you forget to brush your teeth lately?" Spidey inquired. "Because, you got dog breath written all over it!" he joked, only to get bopped on the head by Capwolf.

"I don't think he appreciated those dog breath remarks Spidey!" Widow stated, as she had a semi-angry look on her face and tried to get the other werewolves off her back. "And I sure as hell don't appreciate you furballs putting your furry claws all over my body!" she yelled, as she felt one of the werewolves groping her. She kicked that very werewolf in the eye. "Take that, pervert!" she huffed.

Spidey shot his webbing at Capwolf, covering him with it. "Gotcha Capwolf! Now hold still so I can..." he was about to switch to a different costume, only to get pounced from behind by another werewolf. "Gah! Get off me, Shaggy! You're drooling all over my new costume!" Spidey shouted. The web-head turned his attention to Capwolf, who used his strength to break through the webbing. "Oh, shit!" Spidey gasped as Capwolf howled very loudly and the werewolves grabbed both of the spiders.

"Okay, this isn't going well!" Spidey stated, as he struggled, but to no avail. "When this is over, I'm gonna stop watching scary movies for a while!" he said.

"I agree with you on that one!" Black Widow confirmed.

"Let's bring them to our masters!" Capwolf spoke, in a raspy deep voice.

"Whoa. Capwolf can talk?" Spidey wondered. "That's weird." he commented as Capwolf pulled out a smoke pellet and threw it on the ground.

"Bozhe moi! Knockout gas!" Widow feared.

"That really sucked!" Spidey coughed, trying to filter the gas out of his mask. "No pun intended."

"That's. Not. Funny." Widow coughed right before her and Spidey passed out, and Capwolf and his werewolf pack brought them to their so called masters.

(Song Ends)


After the fight, Spider-Man woke up moaning. He also noticed that he and Black Widow were bound in chains.

"Where on Earth are we? This place is creepy as all hell. Hey, what's that sound?" Spidey yelped as he heard the growls, roars, snarls and howls around him and the unconscious Black Widow, and he saw cages filled with mutated creatures going rabid and wild like caged animals. "Holy crap! Nightshade must've gone overtime with those mutations! Looks like HYDRA is planning something big with that monster making maniac's experiments!" he stated, as Black Widow began to stir.

"Black Widow, you're awake!" Spidey said, feeling relieved that his girlfriend was alive. "Natasha, are you alright?" he asked.

"Yeah, I'm fine." Natasha replied. "But, I gotta ask. Where are we?" as she looked around herself.

"We must be in some kind of castle." Spidey stated. "And judging by the mutated monsters in cages, Nightshade and HYDRA are plotting to use Nightshade's work to spread fear and weirdness into the hearts of every man, woman and child on Earth."

"I think you're right on the spot, web-head." Widow replied, denoting she was starting to admire he keen eye. "And not only that, but they first targeted Captain America and changed him into a werewolf to lead their army." she continued the explanation.

"But Cap would never do that, unless..." Spidey gasped for a bit and then put two and two together.

"He was under mind control!" the two spiders said in unison. Then they heard the sound of evil laughter in the background. "That's gotta be Cap's longtime nemesis and Nightshade, laughing at us in the shadows, isn't it?" Spider-Man wondered.

And out of the shadows stepped a woman with brown skin and short puffy black hair, dressed in a black outfit with a fur collar, next to a man with a black armor suit that looked like it was stolen from Iron Man's locker, and his whole head was red, and looked like it was burned. This was Dr. Tilda Johnson and Johann Schmidt, Nightshade and Red Skull, both of which are enemies of Captain America, who is still in his werewolf form.

"It seems as though you spiders have it all figured out." Red Skull said, in his German accent.

"Yep, that's Red Skull all right." Widow said to herself.

"Vell, it seems zhat ve meet again, Black Widow." Red Skull stated, as he looked at Natasha, then he focused his attention to the web-slinger. "Und, for you, Spider-Man, we finally meet."

"My thoughts exactly, Red Skull!" Spider-Man spat, as he then turned over to his cohort. "And I take it that you're Nightshade, the one who conducted the neo-genetic experiments, and turned Captain America into Capwolf?" he asked.

"Damn right, honey." Nightshade taunted. "And judging by the way you talk a lot of shit with that mouth of yours and the fact that you think like a scientist because of your interest in science, your reputation proceed's you as well."

"Thanks for your compliments and all but I don't talk shit, I only do jokes!" Spidey countered at the mad scientist. "All of that aside, why use your intellect and turn to a life of crime? You could've used it to save lives instead of destroying them!" he ranted.

"To hell with dat!" Nightshade shot back. "It's not easy for a black woman like me to be born in the mean streets of NYC, especially when I used my extensive knowledge to become a criminal mastermind when I was a teenager." the mad scientist was willing to tell the spiders her life story. "A man named Yellow Claw helped me develop a method for turning humans into obedient werewolves. I used my experiments to turn convicts into werewolves, but Captain America and S.H.I.E.L.D. stopped me and turned me in." she stopped telling them her story after that. "HYDRA broke me out of prison, and I joined up with Red Skull to develop a plot of transforming the whole planet into mutated monster!" she laughed evilly.

Spider-Man was a little bit worried about that. "Okay, if you're not limited to wolves, what sort of mutated monster are you thinking of?" he asked.

"Different kinds of animals, baby." Nightshade replied. "They make obedient pets."

"Okay, now you're just creeping me the frick out." Spidey countered, denoting that he was starting to feel spooked. "I hate to say this, but you have failed to realize that those doggies of your have a deadly case of dog breath and fleas on their fur." he retorted.

"SHUT UP FOOL!" Nightshade snapped, at the web-slinger's insult. "Don't make fun of my babies like that or else..." she warned.

"Enough Nightshade!" Red Skull stated. "Perhaps it's better to demonstrate our power by giving zhe Spiders a preview of our plot." he then had one of the HYDRA soldiers, and he grabbed a needle full of the werewolf serum, then handed it to Nightshade.

"Wait!" Spider-Man said, feeling startled. "You're not thinking about inject the mutation serum into us, are you!?" he freaked.

Nightshade began to think. "Since you put it that way, yes!" she said. But then Black Widow, busted out of her shackles, and so did Spider-Man, and they began to fight off the HYDRA agents all at once. Widow used her Widow's Sting on a group of them, while Spider-Man used Web Bullets on them. Little did they know, a sniper duo had the two Spiders in their sights. The shot did not make any sound at all, and little did Spider-Man and Black Widow notice, the darts hit them in the right arms. Nightshade and Red Skull were in the next room.

"That takes care of the HYDRA goons!" Widow said.

"You got that right." Spider-Man said, as he and Natasha high fived each other. "Now, to get Red Skull and Nightshade, and turn them in!" Then Red Skull began to laugh evilly.


The two Spiders were a little bit confused by the enemies laughter.

"What may I ask is so funny?!" Spider-Man demanded.

(Animal I Have Become by Three Days Grace plays)

"Fools! You just got injected with zhe verevolf serum!" Red Skull stated, and the Spider's both noticed the needles in their arms. "Your fates have been sealed!" he laughed evilly, along with Nightshade.

"WHAT!?" The two Spider heroes said in dismay, as they noticed this sort of thing.

"That's right, y'all!" Nightshade said, tauntingly. "Once you become my werewolves, your asses will belong to me and HYDRA!" she laughed evilly.

Spidey then began to feel his vision distorting, and his head began to hurt. "Oh no! I suddenly feel weird." he said, as he started to feel his hand start to jitter.

"Me too!" Widow said, but her voice began to sound less womanly. "AH! My voice, I sound like a man!" but that was not the only thing. Her eyes began to glow yellow, like they were the eyes of an actual wolf.

"And your eye's are glowing too!" Spidey stated, as his voiced began to sound a little deep. He then noticed that Widow and himself started to get jagged teeth in the front of their jaws. "Fangs? I got fangs?!"

"Spidey, we're chaning!" Widow panicked. "After that, Nightshade will control us!"

Spidey then thought of an idea, "C'mon! Let's get outside and get as far away from here!" he said, to his lover. "That way, they won't control us!"

"Then we'd better hurry up! We're changing!" Widow replied, as she felt a sharp pain on the side of her head. "Damn, that really hurts!" she then felt her breasts starting to get bigger, and if Spidey felt his member getting stiff, but returned his focus to getting out of there. "Ugh, great, now my boobs are bigger!" she complained.

"You can run Spiders, but you can't hide forever!" Nightshade teased the Spiders evilly. "All right, my babies! Find them, and bring them back to us alive!"

"Come, Nightshade!" Red Skull said, placing his hand on her shoulder. "Ve must make preparations for using your research to mutate zhe entire vorld! Ve'll deal vith Spider-Man and Black Widow later." he walked with her into their other laboratory they had hidden from the other members of the Cabal.

"That I can't wait for." Nightshade did her evil laugh, along with Red Skull again as they walked off.

After the spiders had bolted off they soon realized that had gotten faster, and got out of there quicker than they thought. Widow soon had a look at her hands, and noticed that her nails were getting longer, as was her hair. "Oh God. My nails are turning into claws!" she shouted, but then here ears began to get pointy. "Ah! My ears!" she then heard a lot of loud things, and could not block them out.

"Hang in there, Nat! We're almost there!" Spidey said, as the went back to the clearing. But also, Natasha began to feel a tail coming out of her behind, and the same thing happened to Spidey. "Then again, maybe not!" Spidey and Widow gave in and completely transformed into werewolves and let out a very loud howl, facing the full moon in the sky. The noise was so loud, it woke Odin, the father of Thor.

"Aw I can't believe this! We've been turned into werewolves!" Spidey complained.

"More like Spider-Wolves to be exact!" Wolf Widow corrected. "And I just shaved my legs this morning!"

Just then, Spidey-Wolf had a terrifying thought. "Aw man! If I show my furry face back in NYC, ol' Jameson is gonna call me a monster menace and Aunt May, who is still on vacation, is gonna have a heart attack or cardiac arrest if she sees me like this!" he screamed in fright, until Widow-Wolf smacked his muzzle, and kissed him in the front of the muzzle, to comfort him.

"Snap out of it, sweetheart!" Wolf Widow said, stroking his head. "We'll figure a way to get back to normal. But we have to keep our minds on the same page!" she stated as she held him like a comforting mother.

Spidey-Wolf took a few deep breaths, and said, "You're right, babe. Also, stop me if I'm wrong, but did your bust size increase?" he pointed at her new...assets.

She then looked down at her bosom, "Yes, it did, you doof!" she stated, as she blushed, covering her chest, but then felt fur on it, yet she ignored it. "Anyhoo, if this happened to us, then they'll do the same thing to the entire world." Wolf Widow summarized. "We've got to stop them and find the antidote. It's our only chance."

"I hope you're right about that, Natasha." Spidey-Wolf said, "Because there is no way in hell that we're letting them get away with making Spider Teen Wolf outta me, and a Shaggy Black Widow Wolf outta my beautiful Russian girlfriend!" He directed, making Natasha smile, even if she had a muzzle. "Oh shoot!"

"What's wrong, loverboy?" Widow-Wolf asked.

"I got Fleas!" Spidey-Wolf said, as he began to scratch and bite at himself.

"Bozhe Moi! Me too!" Wolf Widow said, as she soon felt them biting at her. Just then, another bunch of brainwashed werewolves came into the clearing, and began to charge at them like an unstoppable avalanche. If help didn't come soon, the Spider-Wolves were doomed. "Damn, their coming back!" Widow-Wolf said, as she got over her itching quickly.

The Spider-Wolves fought them off one by one, but soon noticed that some came in greater numbers. Widow-Wolf used the stingers on them, and was surprised. "Hmm, so they work even when I'm wolfed-out. Nice." she said.

Spidey-Wolf however was using his webs to yank some of the monsters away from him and his girlfriend. Just then, a werewolf jumped onto him and punched him really hard. Then that very creature grabbed him by his new tail, and swung him in a circle. "Oh, Shit, that hurt!" he winced.

Wolf Widow knocked the monster down and ran over to Spidey-Wolf. She checked his neck out to see if he was still breathing. "Spidey, are you alright?"

"Ugh, yes and no." Spidey-Wolf said to his lover. "I just got my furry tail handed to me. Those monsters are no joke." He retorted.

"To be honest, I have been used to your wisecracks, and your jokes." Widow-Wolf said with a smile on her muzzle. "But right now, we gotta figure something out. Where the hell is that team Fury called?" She wondered, as a bunch of werewolves tried to corner them, but then a sound had penetrated the clearing.

"Hey, was that a Machine gun I just heard?" Spidey-Wolf wondered.

"Yeah." Wolf Widow said as they were approached by another bunch of Monsters, only one was a big guy with stitches all over him, and a machine gun for a right arm and bolts on his neck. And next to him were a man wrapped in bandages and in an Egyptian headpiece, a werewolf in a S.H.I.E.L.D. uniform, a guy that looked like a walking pile of moss and a guy with tattoos on the back of his head and shades. This was the Howling Commandos: Frankenstein's Monster, N'Kantu the Living Mummy, Jack Russle/Werewolf By Night, Dr. Ted Sallis, the Man-Thing and Eric Brook, also known as Blade the Daywalker.

"Howling Commandos, let's kick some ass!" Blade said, as he waved his swords around and charged at the beasts.

"Blade and the Howling Commandos have arrived!" Spidey-Wolf shouted in excitement. Jack Russel body slammed one of the other werewolves, and Frankenstein's Monster blasted another platoon of them. N'Kantu wrapped them up in his bandages and spun them around in circles, and Man-Thing burned another bunch.

"I gotta say, it's about damn time!" Wolf Widow said. "I got fur all over my body and my beautiful face thanks to Nightshade and Red Skull!" Widow-Wolf then accidentally hurt the inside of her mouth. "And my fangs made me bite my tongue ."

"Translation, being a werewolf sucks." Spidey-Wolf said, in complaint.

(Song Ends)

Jack went over to them, "Yeah, well that's because you're not used to being effected by Lycanthropy like I am." he said. "And trust me when I say this. Being a werewolf is not a gift, it's a curse."

"Being a monster is indeed a curse." N'Kantu added to Werewolf By Night's explanation. "But, we use it for the greater good."

"Yeah, Spider-Man, Black Widow..Nightshade lady do this?" Frank asked.

"Yes, she did indeed." Widow-Wolf stated. "And, we're trying to find an antidote. They already brainwashed Captain America."

"We will make 'em pay for that!" Man-Thing said, as Blade took down the animals with his martial arts skills, until he was taken down by a werebat creature as it hissed in his face.

"You're not a vampire, but you're one ugly muthafucka! And it's obvious that you don't know who you're fucking with!" he said as he punched the creature in the eyes, and pulled on it's ears, causing it to fall out of the sky.

Spider-Wolf was shocked to see that, "Wow! Blade looks extra cranky tonight!" he said.

Widow-Wolf turned her attention to the lad. "Spidey, he's been like this ever since his mother was bitten by a vampire on the day he was born." she said.

"Is that true, Blade?" Spidey-Wolf wondered about that.

"Every word of it, wall-crawler." Blade said, "A man by the name of Deacon Frost turned my mother into a vampire and made me what I am today. But I fought that piece of shit and killed him years ago. I kept on hunting and killing vampires ever since that day. And believe me, I'm good at what I do." he bragged a little bit.

"I literally see your point on that, Blade." Spidey-Wolf said, and he began to scratch himself again. "Aw, man! These fleas are killing me!" he complained again. Widow-Wolf could understand .

"That's why I hate being a werewolf!" Widow-Wolf said, agreeing with him. "No offense, Jack."

"None take, Natasha. In other words, I told ya so." Werewolf By Night said back to her. Blade had a sneer of hatred in his eyes, as the rest of the Howling Commandos followed him.

"Damn, Nat." Spidey-Wolf said. "That guy reminds me of Wolverine."

"Spidey, darling, if you're gonna compare Blade to Wolverine, I suggest you tread lightly." Wolf Widow warned, as she put her arm around him.

"I will, babe." Spidey-Wolf agreed to what she warned him of.

Man-Thing wondered what was with them, "Hey are you two dating or something?" he asked.

"Yes!" the two Spider-Wolves said in unison. Man-Thing and Frankenstien gave them the thumbs up, as did N'Kantu and Werewolf By Night.

"Don't worry. I won't tell Nick Fury." Blade said, turning his head around. "Your secret's safe with us." he smiled.

"Thank you, Blade." Wolf Widow said.


While they were walking back to Nightshade's laboratory at the castle, the had no idea that Capwolf was waiting for them to show up.

"So, Natasha Romanoff, you were once turned into a vampire when last you fought Dracula. Am I correct?" Man-Thing wondered.

"Yes, you are indeed correct, Man-Thing." Natasha replied. "And I know that you were once a doctor named Theodore Sallis, but soon became one with swamp moss and murky water."

"That I was." Man-Thing added. "And you, Spider-Man I know about what happened in your life." Spidey-Wolf was stunned to know that. "A while back you lost your Uncle Ben, because he was shot by a mugger, and you were your mask to try and make him proud of you again."

Spidey-Wolf felt amazed by what the swamp creature said to him. "Whoa, you really narrowed it down, Man-Thing." he said.

The walk back was over, and they all stood by the entrance. The Howling Commandos and the Spider-Wolves had to be ready for anything and anybody suspicious. "We're back at the castle." Wolf Widow said, as she got the scent. "I'm glad this werewolf nose came in handy. Nightshade's stench is all over this place, as is Red Skull's."

"Well, at least that was a good thing that came out of this mutation madness." Spidey-Wolf responded.

"Now all we gotta do is stop these creepazoids and find the antidote that will get us back to normal." Wolf Widow said. Just then, Capwolf and the pack of werewolves from before appeared in front of the castle.

"After we snap Captain America back to his senses and tame these wild beasts." Spidey-Wolf said, but he had to tread carefully. "No offense, everyone."

"None taken Spidey." Wolf-Natasha said.

"Actually, I take that as a compliment." Werewolf By Night said.

"Fair enough." Spidey-Wolf said, as he punched a werewolf with a pointy Mohawk haircut in his head. "Let's get this over with before we get weirder for no reason." he said again.

"My thought's exactly, Spider-Wolf." Blade said, as he got out some Tonfa's and began to battle them.

"Get them!" Capwolf said, while still in his brainwashed state.

(Wall To Wall by Chris Brown plays)

Both sides clashed, and there was not a shed of blood to be spilled. Blade used his new Tonfa's to knock a few down. Werewolf By Night and The Living Mummy did a combination move, by N'Kantu wrapping a few of the beasts in his bandages and spinning them into the air, causing Jack Russel to power bomb them to the ground. Frankenstein and Man-Thing used some swamp gas to make a few of them pass out from being unable to breath, and some of them got blasted by Frankenstein's gun, and whacked by his mallet. The Spider-Wolves went after Capwolf, to try and snap him out of his brainwashed state.

"Nothing personal guys, but we have a world to save! So get out of my way!" Werewolf By Night told his fellow werewolves as he savagely took them down to the floor of the castle.

"Ha! Mangy mutts can't bite me and turn me into one of your own!" Frankenstein said to the werewolves as he whacked them with his mallet. "Me already a monster." he stated as some of them got blasted by his weapons.

"So am I!" Man-Thing agreed with what Frank had said. He kept burning them, and they yelped in pain.

Blade kept bashing and bashing the monsters. "It's a good thing Nightshade didn't make any Lycan familiars out of anyone else." he said, as he kicked on in the groin area, and another in the shins. "Because if she has, fatal mistake on her part."

Capwolf tried to block Spidey-Wolf and Wolf Widow, but Spidey-Wolf used his new strength to lift Capwolf over his head, and the attitude adjustment and then a leg drop. "Cap, you're gonna regain your senses even if it kills us! One way or another!" Spidey-Wolf said.

"Never! You will both die!" the brainwashed Capwolf countered, as he got back up.

"Terribly poor choice of words, wolfie." Wolf Widow said as she used her stingers on him, but he was not effected. So, she resorted to her glowing batons. Capwolf countered with flying kick, but Wolf Widow dodged it, only to have Spidey-Wolf karate chop Capwolf in the back of the neck. Capwolf got angry with the way he did that, yet Spidey-Wolf was not moved. Next, Capwolf knocked them back to a wall and they were hurting in the head a little bit.

"Man, the three of us are evenly matched opponents!" Spidey-Wolf stated the obvious. "We mixed our abilities with the werewolf powers, and it's still not enough to take Capwolf down!" he complained.

"Unbelievable!" Wolf Widow agreed with that complaint. "If we don't get Cap to resist Nightshade's hold on him, we'll never stop her and Red Skull from mutating Earth!"

However, Spidey-Wolf was not ready to give up so easily. His determination began to kick in. "We gotta keep trying Widow!" he said. "Captain America wouldn't give up on us, so we're not gonna give up on him!" he reassured.

Wolf Widow smiled. "I hope you're right, Spider-Man." she said.

"Now it ends!" the brainwashed Capwolf shouted, as he was about to attack them but he stopped dead in his tracks, and started cradling his head in pain. "AAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAGGGGGGGGGGGGGGGGGGGGGGHHHHHHHHHHHHHH!" he shouted.

"Cap, what's happening?" Wolf Widow asked.

"I'm...trying...to regain...control...of myself!" Captain America said in his own voice.

"Fight it Cap! Don't let Nightshade control you! You can do it!" Spidey-Wolf said, trying to boost the captain's confidence.

"You're right!" Cap said regaining his self control. "I might be a werewolf on the outside but on the inside, I'm Steve Rogers, Captain America!" he finally got control of himself again.

"Cap!" Spidey-Wolf and Wolf Widow said together, feeling relieved as they raced over to him.

"Resisting Nightshade's influence is tough, but he did it." Spidey-Wolf said, as he checked his pulse. "He's gonna live."

"Checking his pulse, brilliant!" Wolf Widow said, kissing him on the cheek. "Cap, are you alright?" she asked.

"I am now. Thanks to you both." Cap said, speaking in his normal voice.


All the while, Blade and the others were busy dealing with what remains of the werewolf pack that was led by Capwolf. Blade had just finished taking the last one down, for good. "guess that takes care of these damn furballs." Blade said. "I'm pretty sure there's more inside this dump."

"Blade, Howling Commando's?" Cap asked as he looked at them. "So, Fury sent you all to find me."

"Yeah, but Black Widow and I ended up in the same boat as you are Cap." Spidey said trying to get his normal voice back, and believe it or not, it worked.

Black Widow, still in her werewolf form, then pointed out as she got her normal voice back a little bit, "Tell me about it." she said. "I got fur all over my body, and it's covering my boobs!" she then lifted her bosom up, perking it then she let go of it. "And another part of being a werewolf is that I'm covered with fleas!"

"Well, to be honest with you Natasha, I can relate to the same problem I got as Capwolf." Steve said, letting them know how he felt as that other side of him. "Normally, you were calm, cool, collected and professional when you're doing your job, but it seems you're acting a little different lately."

"It's a long story Steve." Widow replied. "I'll tell you about it when the time is right."

"Fair enough." Cap said, as he got back to the task at hand. "I juts thought I'd bring that up when I saw you putting your hand on Spider-Man's chest."

Widow noticed that she had her hand on Spidey's chest, and felt her heart beating rapidly. "Um, we'll talk about that later, Cap." Spidey said, changing the subject. "Right now, we got bad guys to stop before they use Nightshade's mutation serum to mutate the entire planet!" he said, feeling fired up for a fight.

"Then let's move!" Cap said, picking up his shield. "We got no time to lose." he then turned his head toward the Daywalker. "Blade, are you willing to help me out?" he asked.

"You know it, Cap." Blade said, shaking Cap's hand.

(Song Ends)


Nightshade and Red Skull were speaking to Mysterio and Carnage who were watching this whole thing.

"It would seem as though the timetable should be stepped up." Carnage said, over the video speaker.

"Ja, excellent suggestion, Herr Carnage." Skull said, agreeing with the savage Symbiote.

"Nightshade, make haste!" Mysterio stated. "Spider-Man is almost there, and if you get him before me, I might consider helping you find a husband."

"Well, it would be nice to have a hubby someday." Nightshade liked the sound of that. "I accept!"

"I knew you would." Mysterio said. "Mysterio and Carnage out!" they shut the comm-link on their end off.

"Vell, ve must not delay!" Red Skull said. "Nightshade, get the serum ready!"

"At once!" Nightshade said, getting to work.


Some time later, they got into Nightshade's laboratory, and they broke down the door.

"Now that we're back in the lab, let's see if we can find the antidote to cure the three of us and everyone else who had been changed into monsters back to normal." Cap said, as he looked over every inch of the place.

"The sooner, the better." Spidey-Wolf said, but then he heard footsteps approaching using his werewolf ears.

(Thriller by Michael Jackson plays)

"How about never!" Nightshade said, as she stepped out of the shadows in a silver-plated armor suit. "We knew you came back after we loaded up the mutation serum into the HYDRA Plane."

"Give it up, Nightshade and Red Skull!" Cap said, pointing his finger demanding her surrender. "I won't let you get away with making monsters out of innocent civillians!" he ranted.

The two villains were not surprised. "So, you freed yourself from Nightshade's power over you, did you Captain America?" Skull asked.

"With some help from the Spiders and the Howling Commandos!" Cap shot back.

"No matter!" Red Skull retorted. "Zhe plot shall proceed as planned, and you vill fail trying to prevent it!"

"At least you made more sense than Doc Ock!" Spidey-Wolf said.

"For once, ve agree on somezhing." Red Skull added.

Spidey then turned his head over to the female villain."And Nightshade, what's up with that silver armor of yours?" he wondered. "Are you scared of being bitten by your "pets" and becoming one of them?" he joked.

In her thoughts, Wolf Black Widow laughed. "I gotta admit that was very good. His sense of humor is just one of the things I love about him."

"Shut up, wolf boy!" Nightshade countered. "My babies know their place! Like all y'all, especially the Daywalker there!" she pointed her insults at Blade, making him angry.

"Oh, shut the fuck up, bitch!" Blade shot back to the villain.

"Language, Blade!" Cap said.

"God dammit, Captain!" Blade ranted at the super soldier. "Have you lost your mind!?"

"It slipped out." Cap replied.

Werewolf By Night began to feel enraged by this whole thing. "I dunno about you guys, but, I'm starting to lose my composure." he said.

"Then refocus yourself, Jack Russel." N'Kantu instructed. "Let us stop them, before they attempt to get away with that mutation potion!" he planned, outside of Blade's command.

"Oh no you don't!" Nightshade stopped them. "I got's me a 'hulk-sized' trump card up my sleeve!" she then let out a whistle and the ground began to shake the very foundation of the castle.

"What was that noise?" Spidey asked.

"Oh damn." Wolf Widow gasped.

"Got that right, bitch!" Nightshade taunted. "Out of all the monstrous I made so far, this is my beautiful gamma radiated masterpiece! I know t'all know what I'm talkin' 'bout." in stepped a overly muscular man with green skin, and looked like he had a dark green mane. It was the Hulk, but in a more monstrous form.

"It's the Hulk! He's been turned into a giant were-lion!" Spidey shouted in horror.

"Hulk as a were-lion? That's worse!" Widow said in dismay.

"Most definitely!" Cap added.

"Vere-Lion Hulk, destroy zhem all and let nozhing und no one stand in your vay!" Red Skull ordered.

"WERE-LION HULK SMASH!" the overly muscular giant shouted as he charged at the heroes.

Just then, Blade thought of a plan. "We'll keep the Hulk busy!" he said. "Go and take these fools down!"

"I got Red Skull!" Cap stated, wanting to reignite his old rivalry.

"Guess that leaves Nightshade to us Widow!" Spidey said with a rage burning in him.

"And rightfully so!" Widow said, winking at him.


The heroes all clashed with the villains and brainwashed hero, Frankenstein was locked up with Hulk, and began to push him back. Cap was trying to take Red SKull down, while Spidey and Widow in their werewolf forms went after Nightshade.

"Quickly! Ve must take off with zhe serum and convert it into gas!" Red Skull instructed Nightshade as he tried to hold Captain America back. "Once ve target New York City, ve vill turn zhe entire monstrous population against zhe Avengers und S.H.I.E.L.D.!" he said, revealing his plot.

"Not on our watch you won't!" Cap said, as he tossed his shield at the Skull's head, and it ricocheted back to his arm.

"Alright Nightshade! Give us the antidote and you won't get the fuck beaten out of you!" Spidey said, feeling very angry. "Widow and I getting sick an tired of being werewolves and we'll do anything to change back to the way we were!" he demanded with his eyes glowing yellow.

"Now had over the antidote quietly or you get cut open!" Widow also said, feeling angry about what happened.

"I don't think so." she got out a control device, and spoke into it. "I now command you two...To fight each other!" she laughed evilly.

Spidey and Widow soon felt dazed. "What? What did you do to us?" he wanted to know, as he stood in front of Wolf Widow.

"Sh-She used her device to put her hold on us and turn us against each other!" Wolf Widow said, feeling some sort of pain in her and the two Spider-WOlves began to fight each other, unintentionally. Nightshade watched on as this happened.

"That's what happens when you turn into my monsters by my serum!" Nightshade taunted again, then laughed evilly. "As long as you're stuck in werewolf form, you'll be under my power forever!"

Captain America saw what was going on. "Spider-Man, Black Widow fight it! Don't let Nightshade control you!" he shouted at them to try and get through to them, but then Red Skull got out his electric whip and grabbed Cap by the arm.

"You star spangled fool!" Skull said, taunting his mortal enemy. "You let your emotions get zhe better of you! Zhat's why men like you are weak, and why men like myself are zuperior!" Red Skull bragged in Cap's ear.

"Don't count on it Skull!" Cap said, wolfing out and using his willpower to block the savagery of his wolf side. "Besides, I found someone I can sink my teeth into!" he said with a threatening tone.

"You vouldn't dare!" Skull said, feeling frightened.

"I would!" Capwolf said, with his eyes glowing yellow.


As Capwolf now on the side of good fought the Skull, Frank was still wrestling with the Were-Lion Hulk, while the rest of the Howling Commandos all got him back up. They all tried to make sure that Frankenstein would win.

"You may be strong, me stronger!" Frank said, pushing him back.

"Wrong!" Hulk said, while still in his brainwashed stated. "WERE-LION HULK STRONGEST THERE IS!" he ranted back at the reanimated corpse. But the next thing that happened was Man-Thing ensnaring the gamma giant in his vines.

"I got him!" Man-Thing said, as he struggled and strained to hold him. But he broke free. "Maybe not! Our efforts of stopping him are not working!"

"Not even our abilities are enough to neutralize him!" N'Kantu added.

"Now what ol' fearless vampire slaying leader?" Werewolf By Night wondered teasingly, causing Blade to snarl.

"Shit!" Blade cursed. "I really hate to say this, but until Captain America, Spider-Man and Black Widow get the antidote and do something about that son of a bitch, we'll have to hold out until they do."


All the while, Capwolf and Red Skull were still taking it out with each other. The fight got really intense when Cap tried to reach his shield, but got bounded by Red Skull's whip. "Ha! I have you, Herr Captain! Now suffer!" Skull electrocuted Capwolf which caused him to scream in pain while Red Skull laughed evilly at his expense.

While the Spider-Wolves were mind-controlled into fighting and destroying each other, Nightshade laughed in a teasing manner. "That's right you two! Kill one another!" she said maniacally. "It would be sweet for me to taste victory while you waste each other to my black hearts content." she laughed evilly again.

Red Skull yanked Captain America over to him, and said, "Now Captain America, zhis end now!" he said trying to punching him in the heart, but he break the whip, and claws his enemy in the face.

"Sorry to disappoint you, Red Skull but the only way it'll end is when I beat you again." Cap countered him by slamming his shield in his body multiple times.

"N-NO! It cannot be!" Red Skull said, in horror

"Oh yes it is!" Capwolf said, grabbing his shield again. "You're going back to the Raft this time!" he ordered.

"NEVER!" Red Skull shouted. "I'd rather bring zhe world to it's knees zhan be imprisoned again!"

"Poor choice of words, you red faced bonehead!" he said, scratching his face again, causing him to scream in pain.

"How dare you!?" Skull shot at the patriotic super soldier.

(Song Ends)


During the struggle between the brainwashed Spider-Wolves, they were about to finish each other off but they looked into each others eyes instead.

Nightshade was baffled by this whole predicament. "What the hell are you two doing!?" she shouted in complaint. "Kill each other! I command you!"

"N-N-Natasha." Spidey said, to his Russian girlfriend.

"Peter." Natasha said as she looked deeply into her boyfriend's eyes.

"I don't want to hurt you." Spidey-Wolf said. "I love you."

"I love you too." Natasha replied.

Nightshade was shocked to hear those very words coming from them. "They're dating?" she thought. "That I didn't notice." But then she snapped out of it and yelled, "Nooooooooooooo! You can't do this to me! I turned you into werewolves! You're supposed to OBEY ME!" she shouted at them, but Spidey-Wolf threw a rock at her head, and it hit her hard.

"Not anymore you monster movie obsessed maniac!" Spidey-Wolf said in a terrible rage directed at Nightshade. "If you won't give us the antidote, then we'll use one of your mutation serums against you! Won't we babe?"

"Damn straight we will, sweetheart!" Wolf Widow said to her man. She began to look in the she had dropped. "Now, what do we have here?"

Nightshade panicked and ran at them wielding a pipe, "NO! Don't you dare touch my serums!" she yelled as she charged at the Spider-Wolves. "Do you have any idea how hard I worked on these babies to create my army of monsters?!" she demanded.

"Yeah, but we're gonna undo it!" Spidey-Wolf shot back. "Besides, not all people deserve to be monsters, except those who do bad and worse things to people!"

"Seriously Nightshade?" Wolf Widow asked, as she noticed a serum with a bottle on the needle. "You created a serum with a baby bottle logo on it? What the hell does it do?" she wanted to know.

"Yo mama!" Nightshade said.

"Since she won't tell us where you hid the antidote, Black Widow, then inject her with that one instead!" Spidey-Wolf instructed to his lover.

"Sounds like a good idea, loverboy." Wolf Widow said, as she got the said needle out and got ready to inject the villainess with the baby serum.

Nightshade then had the black light bulb go on in her head. "Oh, no you don't!" she said, getting her control device out again. "I got one last trick up my sexy sleeve." Nightshade put the communication link on. "All my beautiful monsters! Come to me and destroy the heroes! Now!" she ordered, and then more monsters showed up, and they all had the DNA of tigers, bears, coyotes and rabbits.

"Aw, danged!" Spidey complained. "The monsters are a comin'!" he said, as the beasts approached.

"Hell yeah, web-head!" Nightshade teased the werewolf-ized youth. "Soon, you'll be dead meat for my creatures of the night and there's nothing you can do to..." she taunted, until Wolf Widow spun her around.

"Shut up!" Wolf Widow said, as she injected Nightshade with the serum. Nightshade began to scream as she got turned into a baby right in front of them crying at the top of her lungs. Wolf Widow let out a chuckle, "Well, what do you know? The serum I injected Nightshade with turned her into a baby." her and Spidey-Wolf laughed at this development uncontrollably.

"That's another super-villain's evil scheme epic fail on her part." Spidey-Wolf said as he stopped laughing. "Since the monsters are coming and possibly the Hulk in his were-lion form, I got an idea!"

Wolf Widow raised her eyebrow, "Let me guess. You're gonna use the machine that converts the serum into gas?" she asked.

"Yep!" Spidey-Wolf replied. "Except you and I replacing it with the antidote, if we can find it."

"Speaking of which, Nightshade could've kept it in her clothing the whole time!" Natasha said, feeling infuriated. "That bitch!"

Spidey then brushed his wolf-claws through Natasha's werewolf mane. "Easy there, Nat." he reassured. "I'm sure she'd keep it hidden inside her clothing just in case she got injected by the serum and turned into one of the monster she created as a contingency play." he debriefed.

"Well, enough talk, web-head!" Nat shouted. "Hurry up and get thingamajig running!" she ordered her boyfriend.


Meanwhile, the Howling Commando's were having a bit of a problem with were-lion Hulk, as Capwolf was bashing up Red Skull, like he usually does.

"Gang way!" Werewolf By Night said, as he and the Commando's are being pursued by the were-lion Hulk and the entire army of mutated monsters. Just then, Blade used knockout bomb on the monsters to make them pass out.

"We've stalled them long enough!" Blade said. "Have you found that damn antidote yet?"

"I have a summation about it, but in a way, yes!" Spidey-Wolf replied to the Daywalker. "And I'm on the trail of it right now!" then he went over to the baby Nightshade, and interrogated her. "Now, for the last time Nightshade, where the hell is that antidote!?" he demanded.

Nightshade felt helpless, "Oh alright, I'll tell ya! I put the antidote inside my silver plated armor!" she confessed. This had the two Spider-Wolves baffled.

"What!?" Spidey-Wolf wondered. "You had it on you the whole time!? Damn it all!"

"But why did you keep it inside your armor?" Wolf Widow asked.

"In case my monsters turn on me and I end up changing into one of them." Nightshade stated, in fear of being infected by her own creations.

"Okay, point taken there." Spidey-Wolf stated, as he began to search every inch of the armor, and he found it. The antidote was a white liquidated substance, and a red cross on it, in case of medical emergencies. "Now that we got the antidote, let's get to Cap and Hulk so we can get back to normal!" he said, feeling excited to get back to his normal self.

"Good, because, I'm sick an tired of having fur and all these fucking fleas all over my body!" Widow complained.

"I know right!?" Spidey agreed. But then Nightshade interrupted them.

"Hey, what about me!?" Nigthshade demanded. "You can't just leave me like this!"

"You stay put right here and don't go anywhere until we take you to into S.H.I.E.L.D. custody!" Spidey-Wolf confirmed, and went back to his mission. "We got a job to finish and you're NOT gonna ruin it!" he declared.

"Hey, come back!" demanded Nightshade. "Come back right now!" she then felt something in her diaper. She ripped a big one, and boy did it stink up the part of the room she was in. "I-I-I think I need a diaper change!" she yelled.

Blade and the Howling Commandos were still taking were-lion Hulk down for the count. But then, Blade's Daywalker brain clicked, "Playtime's over, Commandos!" he said. "Let's take the Hulk down!"

One by one, the Commandos' took turns attacking the brainwashed Hulk in his were-lion form before Blade finished him with a jumping spin kick to his face, rendering him unconscious. "That should be enough." N'Kantu said. "The rest is up to the Spiders"

"Yeah, the Hulk wasn't bullshitin' around when he said he was the strongest muthafucka there is." Blade stated, vulgarly.

"I agree." Werewolf By Night said. "Except for that motherfucker part. That made me gasp in shock."

Captain America had turned the tables on Red Skull and twisted him into submission, by using a move Spider-Man showed him when he saw an old wrestling video. "It's over Red Skull!" he said. "Surrender now while you still have the chance!"

Red Skull kept struggling, but to no avail. "Never Captain America!" he retaliated, and got out of it. Next he ran off to the HYDRA plane. "Ve vill meet again! You, Spider-Man und Black Vidow will pay for this! Mark my words!" he said as the plane took off into the sky.

"We'll see about that, Red Skull." he said, with his head down. "Count on it."

Just then, Spidey and Widow approached him. "Cap! Big news, we got the antidote!" Spidey-Wolf said, in excitement. "There's just enough to turn us back to normal!" he showed him what was in it.

"Good job you two!" Cap commended the spiders on a job well done. "We'll start with the four of us first before we do the rest of them."

Spidey put the antidote into the machine. "I sure hope this works." he said as he pressed a button releasing the antidote gas, causing him, Widow, Hulk and Cap to be turned back to normal. The heroes were all amazed and relieved at the same time. Hulk was no longer under Nightshade's influence.

"Ah, finally. I'm glad I'm not a furball anymore." Spidey said, as he took his mask off in front of the captain.

"Me too." Natasha agreed.

"Me three." Cap added. "So, this is your real face, huh Spider-Man?"

"Yep." Spidey said. "My real name is Peter Parker." he said introducing himself and sticking his hand out at the star spangled man with a plan.

"Steve Rogers." Cap said, shaking hands with him. But then, the Hulk began to stir, and he opened his eyes.

"Oh, hey Hulk." Spider-Man said. "I'm glad to see your awake."

"Spider-Man? Cap and Widow?" Hulk wondered what was happening. "What happened? I don't remember a thing."

"Nightshade turned you into a were-lion with HYDRA's help, while the three of us were turned into werewolves." Natasha informed the green Avenger.

"Red Skull escaped, but we got antidote for the other mutations." Cap added.

Hulk grinned. "Sounds great, but where's Nightshade?" he asked. "I want to smash her!" he slammed his fist into his hand, with a devious smile.

"We changed her into a baby." Spidey said, with mirth "That way, she'll be in S.H.I.E.L.D. custody when we bring her in."

"Oh, okay." Hulk said, feeling down about not getting a chance to "smash" his enemy like he would usually do.

"Come on, everyone!" Cap ordered. "We still got monsters to revert back to normal!"


The Spiders, Hulk, Captain America and the Howling Commandos had just finished administrating the antidote into the bloodstreams of all the brainwashed werewolves, and they all turned back into humans. They all had a headache, and decided to feel like it was all a bad dream.

"There. That's the last of them." Spidey said. "You gotta admit, being a werewolf is one of the most brutal experiences I've ever had."

"Me too." Widow agreed with her boyfriend. "At least we cancelled Nightshade's monster making marathon before she and HYDRA took it to New York."

"Too bad I won't be able to see J. Jonah Jameson get turned into a were-jackass for running his big mouth about me." he said, feeling defeated in the verbal assault department. "I would like to hear him sound like a donkey with big teeth."

"Yeah, but aren't you forgetting something?" Widow wondered teasingly.

"Oh yes. As a matter of fact, I am." Spidey said, as he and Widow Kissed on the lips.

However, Hulk saw this whole thing. "Hey, Cap,! Look at this!" Hulk called. Captain America turned around and saw the two spiders briefly kissing, and he smiled at this. The two Spiders stopped their make-out session, because they found out that their breath started to stink.

"YUCK!" Spidey said, as he spat a bad taste off his tongue. "Dammit, I still got dog breath in my mouth! We must've gotten it when we wolfed out!"

"Oh gross! We sure did!" Widow agreed with her boyfriend.

Hulk then spoke up to them, "Hey, you two. Was it my imagination, or is there something going on between you two?" Hulk asked. Cap walked up to the side of the Hulk, and folded his arms, left eyebrow raised in suspicion.

"We saw you kissing one another on the lips." Cap said. "Is there something you want to tell us?"

Widow and Spidey both gave in and confessed to the strongest hero there is and the super soldier. "Well, um, after she and I teamed three times to take down Shocker, Deadpool and Grant Ward, Black Widow and I have gotten really, really, really close." he told them, causing both of them to wide-eye themselves in surprise.

"That was until we fell in love and formed a relationship." Widow added to it.

"Yeah, it's true." Spidey continued with the explanation. "But, we have to keep this a secret from Nick Fury, because I'm afraid he might not approve of this, given the fact that S.H.I.E.L.D. is known for classifying things." he stated what S.H.I.E.L.D. is capable of.

Hulk looked at Cap and then they focused their attention to the spiders. "Are you two sure about this?" Captain America asked them.

"Yes!" Spider-Man and Black Widow said together.

Cap had a light smile on his face, "Well, in that case, it's alright with me." he stated.

"Me too." Hulk agreed as well. "You got our support on this one guys. Your secret is safe with us too."

"Besides, you both deserve a win." Cap gave them a thumbs up with both of his thumbs. Hulk did the same thing, making Spidey and Widow happy.

"Thanks you, guys." Natasha said. "That means a lot to us."

The two spiders walked back to Black Widow's car. "Awesome! Our relationship approved by Captain America, the Howling Commandos and Hulk is the most coolest thing I've ever experienced tonight!" he said feeling a few good things that came out of this night.

But then, he heard Natasha's stomach grumble loudly. She giggled, "Oh, great. First, I get turned into a werewolf, then my boobs get bigger, and now I'm hungry. I also wanted to shower too." she said.

"Well, maybe after we shower, we get something to eat, I'll give your new features a full body message." Peter said to her.

She then laughed with him. "I'd rather let you touch my body than be turned into a monster again." the two spiders laughed in unison ans they flew off in Widow's car, and back to the Helicarrier.


After the Spiders, Hulk, Cap and the Howling Commandos' all got to the Helicarrier, they were greeted by Agent Jemma Simmons, and with her was young woman in a S.H.I.E.L.D. uniform, with shoulder-length dark hair, and cerulean eyes. This was Agent Maria Hill, a longtime ally of Natasha and Hawkeye.

"Natasha, it's nice to see you again." Maria said. "It's nice to meet you Spider-Man." she said shaking Spidey's hand. "I'm agent Maria Hill, S.H.I.E.L.D. Commander, and I helped Director Fury and Cap track down Winter Soldier once, and I nearly got blown to bits."

"I've read about you, Agent Hill." Spidey replied. "Nove thought you were a stuck-up woman, but you're not like he described at all."

Maria raised her eyebrow at him, "Nova told you that, eh?" she asked, and he nodded. "When you're shower is over, I'll gladly change his opinion on that." she said, with a devilish smile on her face.

"Thank you." Spidey said back to her.

"It's nice to see you again too, Maria." Natasha said, greeting her old friend. "So, now that Nightshade has been turned into a baby, where is she being held?"

"Oh, she is going into a crib prison, and do her time there." Maria stated. "Now, I know that you and Spider-Man are dating. Don't Worry. I can keep it a secret from Director Fury."

"Thank you." the spiders said in unison.

"Now, you both will be in a shower together, while Hulk and Cap will be in separate showers." Jemma stated, as she showed them a door with a spider logo on it, meaning it was reserved for Spidey and Widow.

"Thank you, Jemma." Natasha said, as she and Spidey raced inside. Spidey got his costume off, and threw it in a wash bin after he had taken his mask off, and was completely nude.

"Nat. I will say this." Peter started off, as he saw Natasha undress. "I'm NEVER turning into a monster EVER again!" he said.

"Me neither!" Natasha agreed kissing him on the lips deeply. After she broke from it, "Also, you done gawking at my new...assets?" she asked, squeezing her bustline into one place, causing him to blush.

"Not quite." Peter replied sheepishly, as he and Natasha entered the shower together. And then they started making out again. The water went running down their skin as it felt just right to them. "By the way, you just got even hotter." he commented.

"Thank you, babe." Natasha said in intense ecstasy. Their make out session lasted throughout the duration of the shower, while Nightshade was getting her diaper changed, and getting spanked.

"AGH! I...OW...Would've...OUCH...gotten away with it...OWEE!...if it wasn't for those Howling Commandos, Hulk, Captain America and those stupid SPIDERS!" she shouted getting another dose of spankings. "OOOOOOOOOOWWWWWWWWWWWWWW!" she yelled so loud it could be heard at the Triskellion.


After the Spiders had their shower, they went over to a man with a lab coat and work clothing on. He had short brown hair and pewter eyes, but he only had one arm. This was S.H.I.E.L.D. scientist Dr. Curt Connors, and with was a woman with shoulder length brownish-blonde hair and green eyes holding hands with a little boy that also had his hair in a messy style of Dr. Connors. This was Curt's wife Martha Connors and their son Billy. Natasha was happy to see them, and there was a young woman standing in the room with long blonde hair wrapped in a ponytail, her icy blue eyes were covered by a set of goggles.

"Dr. Connors, hey there!" Peter said now in civilian clothing.

"Peter, glad you could make it." Curt said greeting the teen superhero. "Oh, this is my wife, Martha and our son, Billy."

"Hi there, Peter." Martha said.

"Hey." Billy greeted in a friendly tone.

Martha then looked at Natasha. "Natasha!" she said, feeling happy to see her.

"Martha, you've been good." Nat said, shaking hands with Mrs. Connors. "Hi Billy."

"Auntie Nat!" the little one hugged her as she lifted him up. "Your just as pretty as ever."

"Aw thank you, Billy." Natasha cooed at little boy, ruffling his hair a little bit. She then noticed the blonde in there. "Who's this?"

"Oh, I'm Dr. Connors new assistant, Debra Whitman." she said introducing herself. Peter recognized who she was.

"Debra!? Is it really you!?" Peter exclaimed.

"Yeah Pete, I'm glad you remember me." Debra said, shaking his hand.

"Uh...You two know each other?" Natasha asked her boyfriend.

"Yeah, she used to be my classmate in kindergarten." Peter informed his girlfriend about the girl from his past. "Where have you been?"

"Oh, I joined S.H.I.E.L.D. so they could help me pay for my college funds." Debra admitted to her old friend.

"So, you and Peter used to date or something?" Romanoff asked, feeling a little jealous.

"Oh no. I actually dated Flash Thompson who is now Agent Venom, but I moved on." Debra confessed. "I'm here to give you an examination to make sure there are no traces of the werewolf serum remaining inside you, Agent Romanoff."

"Okay. Let's get started." Natasha went with Debra into the examination room, while Peter got properly associated with Billy and Martha. Natatsha sat down on the table while Debra got some measuring tape. Debra wrapped it it around her bust and was impressed.

"Whoa." Debra said, as she wrote it down. "It says here that your bust size is now 35 triple C-cup."

"Goodness!" Natasha said, feeling astonished. "Looks like I'm gonna have to do some shopping."

"Yeah, that would be a good idea." Debra said. "I wish I had them though." she felt a little defeated by that and bobbed her head down.

Natasha gave her a reassuring smile. "Don't worry, Debra. I'm sure you'll get there. Just don't give up."

Debra looked a little happy by that. "Thanks." she said, as her and Natasha hugged. "I feel better just thinking about it." After they stopped hugging Debra got out a DNA scanner, and waved it around her. "No sign of any traces of the mutation serum in you anymore. No residue either."

"Oh thank you, Debra." Natasha answered.


The two ladies then exited the room and went back into the place where Peter and the Connors were at.

"What's the status, Debra?" Curt asked.

"Well, Dr. Connors, she has no traces of the mutation serum in her bloodstream." Debra stated. "In fact, she has some new antibodies. I'm calling it...the Red Hourglass antivirus!" she said, feeling like she had an idea.

"Brilliant!" Peter said, as he embraced his Russian girlfriend. Then she pulled Peter close to her bosom and he enjoyed it.

"Also, I'm gonna do some clothes shopping later." Black Widow said, in a caring voice, but then her stomach growled loudly again. "Oh, by the way, where's the kitchen? I'm starving."

"Oh, just down the hall to the right." Curt said.

"Thanks!" Natasha replied, as she ran towards said area. They all went into there, as saw Nat devouring a whole sandwich. The way they saw how fast she ate it was shocking, then Natasha let out a loud burp. "Ooh, excuse me." she giggled, and Peter was amazed by this.

In his thoughts, he said, "Whoa, that was the first time I heard Natasha burp. And the first time I've seen her with a case of the munchies. I wonder what else will happen to her and me before my Aunt May get's home." then he snapped out of his thoughts, to noticed that Debra was listening in on him.

"Oh my God, are you narrating?" Debra asked.

"Yeah, it's my thing." Peter replied.

"I've got nothing wrong with it." Debra said. "By the way, here's the phone. I dialed May's number."

"Oh, thank you." Peter said, as he grabbed the phone. "Hi Aunt May."

"Hi Peter." May said. "I just thought I'd call you this time."

"Well, good." Peter stated to his relative. "I just got back from a mission in Transylvania."

May was surprised. "Transylvania, where all the vampires come from?"

"You got that right. I even ended up becoming a werewolf, and I did not enjoy it at all."

"Oh my goodness!" May exclaimed. "Did you get back to normal?"

"Yes. Thanks to the Howling Commandos, Captain America, Hulk and my girlfriend." Peter replied. "They helped me take Nightshade down and put her behind bars."

"Oh that's good to know." May said. "Were the Howling commandos those guys I saw you with last Halloween?"

"Yep."

"Ah, anyway. I'm spending some time with this guy named Scott Lang and his daughter Cassie." May stated.

"Ant-Man!?" Peter was surprised to hear that sort of thing. "Good for you."

"Oh thank you. They have been kind to me, and I'm returning the favor." May stated. "Well, I'm gonna turn in for the night. I'll talk to you later."

"Later, Aunt May. Goodnight." Peter said.

"Goodnight Peter." May said as she hung up and went to bed. Peter went into the kitchen to see if Natasha was done eating.

"Peter, were you talking to your Aunt again?" Natasha asked.

"Yep. She's spending some time with Ant-Man and his daughter Cassie."

"Really? Okay."

"So, are you done eating yet?" Peter wondered.

"Yeah, I'm clean, healthy and full." Natasha rubbed and patted her stomach, and then she yawned. "Now I feel tired. You feel like going to bead, sweetie?"

Peter yawned as well. "Yeah, I feel so exhausted." he then fell only for Nat to catch him in her arms.

"I'll let you use my boobs as a very large pillow." Natasha said, stroking his head comfortingly, as the two of them decided to spend the rest of the night on the Helicarrier, waiting for the next adventure.

To Be Continued...


Well, there you have it folks. Chapter 7 is complete, and I hope you all had a wonderful Halloween like I did. Sorry it took so long, I was busy helping my boss rake up leaves at his dad's house. And my boss's dad is a realtor, to top it all off. By the way, The reason I kept calling Frankenstein's Monster Frank is because it's easy to remember. And I felt like adding Debra Whitman, in the comics she was a girlfriend of Peter Parker, but in the cartoon that aired in the 90's she married Flash Thompson. And one other thing, I am sorry I took so long, I got caught up with my job and forgot to update it every now and then. I will make up for it.

Stay tuned for Chapter 8: Superior Spider-Man Attacks! Doctor Octopus plants a miniature Octobot inside Spider-Man's brain, it makes him act like a madman obsessed with striking people down. So now, it's up to Black Widow, the Web-Warriors and Ant-Man to remove the Octobot from Spidey's brain, and free him from his evil side once and for all! Can Natasha save her boyfriend and stop Doc Ock's plan? Find out next time!

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