How's it hanging, y'all!? Me and ERoc901 Tha Clean Up Man are now set for chapter 9. This time, it's a bodyswap! Spidey and Widow have switched bodies due to Mesmero pulling yet another trick. Now the must learn how to adjust to being in each others abilities and arsenals in order to stop Mesmero, save the Avengers, the Web-Warriors and the Agents Of S.M.A.S.H. from Mesmero's mind controlling, body-switching fiasco. Can the spiders and Falcon do it? Stay tuned!

Disclaimer: Same as before. I also do not own Hulk And The Agents Of S.M.A.S.H. All rights also go to Disney XD, Marvel and Stan Lee.

Chapter 9: The Spider Switch - Part 1!

Two day's passed since Doc Ock was thrown in jail again and it was a slightly overcast night at Central Park, but there was no call for rain. Spider-Man and Black Widow were fighting against the three remaining members of the Frightful Four, Bentley Whittman/The Wizard, Ulysses Klaue/Klaw and Peter Petruski/The Trapster. Trapster was gawking at Black Widow's larger bosom, and even started drooling. In his thoughts, "I know. The three of these Frightful Four guys are at it again." he dodged a sonic attack from Klaw. "I don't see why you guys are mad at me." Spider-Man said. "Is it because we put Thundra away by turning her over to the authorities?" Spidey noticed Trapster staring at his girlfriend. "If so, then why is Paste-Pot Pete drooling over Black Widow?"

Trapster noticed the saliva outside his mouth, wiped it away and got angry. "First of all, don't call me that shitty name!" he said, shooting his glue at the web head. "I hate it, I hate it, IT HATE IT!" he yelled.

Wizard began to try and calm his compatriot down. "Cease this buffoonery of yours, Trapster." he ordered. "And I'm not talking about the idiotic music that these mindless youngsters are listening to these days." he pointed out. "You're drooling over the huge watermelons on the chest that belongs to the Femme Fatale of the Avengers."

Trapster was dumbfounded and Widow facepalmed herself. "So what? They're huge." he countered his leader's stern attitude as he kept gazing at the Russian redheaded super spy. "Maybe I should call myself Trapstrer the Titty Master."

"Uh, no." Spider-Man deadpanned.

"Aw c'mon!" he complained again. "That sounded cool." but then he got zapped by Widow's gauntlets.

(Boys Will Be Boys by Backstreet Boys plays)

"No, it did not! It was insulting." Widow said, after the zap. "My eyes are up here, you son of a bitch." she pointed to her eyes. "Instead you should be named the Paste-Pot Perv!" she insulted the hot-glue user again, and boy was he angry.

"Stop it with the paste-pot insults!" Trapster demanded, but it did not go through with them.

"Enough!" Klaw said, aiming his arm machine at the Spiders. "I'm going to squash these Spiders myself!" he charged up his cannon and shot a sonic blast at them, but they dodged it in the nick of time.

"Whoa, Klaw!" Spidey shouted. "Looks like the Fantastic Four and the Black Panther made you a very angry supervillain recently." he taunted.

"Indeed they did." stated the villain made of living sound. "And now, I'll have to take every single bit of my frustration out on the two of you!" he aimed his arm again.

"Not if we have anything to say about it, Klaw!" Spidey said, as he charged at the villain. "I'll take you on!"

Widow got ready to plan the rest of the plan out. "Trapster's mine!" she said. "That creep is about to get what he deserves!" she pounded her fist into her palm, cracked her knuckles and got out her glowing batons.

"After that, we outwizard the Wizard." Spidey said, trying to make a joke that time, but Widow failed to see the humor of it. "Or something like that."

"Bah, I'd like to see you try!" Wizard countered as he levitated. Spider-Man lept over to Klaw, who kept shooting at him, but Spidey kept dodging Klaw's blasts.

"Alright, bugboy!" Klaw said, aiming at Spidey. "Let's see what you got!"

"Don't mind if I do." Spidey switched to his red and blue Spider Armor, and got noticed a sick on his back, he pulled it out, and it was revealed to be a sword. "Wow, this sword is amazing. Okay, here we go!" he ran towards Klaw yelling and swinging his sword at the villain made of living sound, but Klaw dodged his swings.

"Hold still so I can blast you, you Spider-Brat!" Klaw said, as he ran sideways. "It'll be a lot easier for me to get rid of you that way!"

"Not a fucking chance, Klaw!" Spider-Man countered, as he used his sword to block the sound waves coming from Klaw's arm. "I got better things to do than get vaporized tonight!"

"Horseshit webhead!" Trapster said, shooting at the web-spinning wonder. "Word on the street is that you and Black Widow are paired together as partners."

"Yeah, crime fighting partners to be exact!" Spider-Man said, as he jumped up into a tree. "Not to mention that her and I make a perfect team."

"Better you than Hawkeye." Widow said, winking at the wall-crawler.

"You mean the sexual tension between you two?" Klaw wondered.

Spidey got enraged as he fell out of the tree. "Must everything you morons talk about be sex?!" he complained. "Unbelievable!"

"Well, believe this!" Klaw said shooting at Spider-Man, and it worked, causing a whole bunch of apples to fall out of the tree. "Ha! How do you like them apples, huh?"

Spider-Man got up out of the pile, and got his sword out. "You just barked at the wrong tree pal! Big time!" Spider-Man shouted, as he lunged at the villain.

"Like I give a damn, Spider-Man! You're..." Klaw was cut off in mid-sentence as Spider-Man gave him a couple of blows to the face. "...despicable." he moaned in pain.

"Yeah, I get that a lot." Spidey stated. "Ask Jerk Jonah Jameson about me some more."

Trapster was trying to land a blow on Black Widow, but she kept avoiding his shots. "Keep it up, Black Widow!" Trapster said, daring the Russian super spy to bash him up. "I'll get my hands on you one way or another."

"Don't bet on it, Paste-Pot Pete." Widow taunted the villain, and made him angry.

"That's it! That's the last straw! You called me that for the last time and you're gonna get it!" Trapster ran at her, and the he began groping her in the chest. "Ha! I got ya now!" he laughed with vulgarity.

Black Widow had an angry stare in her eyes, and looked surprised. "You touched my boobs?!" she yelled, and slapped Trapster in the face. "Bad mistake on you're part!" she then hit him in the breathing part of his face, causing it to bleed.

"OW! My nose!" Trapster complained. "You broke my nose, you little bitch!" she then kicked him in the ribs.

"Then superglue it back straight." Widow said, but then she realized something. "Wait. Did I just make a joke?"

Spider-Man landed near her, "In an uncharacteristic way, yeah." he said. "I take it that it's tough taking on the bad guys when they're tempted by your triple C Cup assets that is probably the same size as the double D cups?" he asked, trying to tread lightly.

Widow looked down at her breasts, nodded and the pointed out something "Speaking of my assets, why don't you try having my chest on you for size and know what it's really like?" she asked dryly.

"I'll pass." Spider-Man rejecting that offer. "I just learned my lesson about that three times in a row and I'm not going through that again."

"Good boy." Natasha said, as she patted him on the head. She never called him a good boy before, but she took the time to find it.

"Okay, that tears..."Trapster tried to get up, but instead he got electrocuted by Black Widow's batons before she knocked him out with a spinning back kick to the face.

"Kiss my ass, Paste-Pot!" she insulted Trapster again, and then felt something on her rear. "And, speaking of which, did you just tap my ass Spider-Man?" she asked her boyfriend.

"Me? Not really. I-Wait a sec." Spider-Man replied, as he saw Widow being lifted off the ground and the cause of it. "You got an Anti-Gravity disc on that good-looking rear end of yours!" he exclaimed. And then he saw Wizard levitating in front of him.

"Outwizard the Wizard, eh?" Wizard thought. "Ha! I find that utterly, preposterously ridiculous!" he said as he spun Widow in a circle, and moved her from side to side. "Take a look at what I'm doing to that "Girlfriend" of yours!"

Black Widow struggled to get free, but to no avail. "Oh, great!" she complained. "I'm floating in anti-gravity! I can't move!"

"Hang in there, Widow!" Spider-Man said, as he raced over to her. "I'll get you down as soon as I..." Spidey was cut off in mid-speech when the Wizard had stuck an Anti-Gravity disc to his back. "Oh, scrap." he complained.

Wizard chuckled in an evil manner. "Sorry to disappoint you Spider-Man but the Wizard is one step ahead of you because I am smarter than you!" he taunted at the web-head, making him angry.

"Oh, yeah?" Spider-Man said. "Well, get a load of this!" the web-slinger then did a flying side kick to Wizard's head. "Cool, huh? This Spider Armor I have is also capable of countering your Anti-Gravity discs. Can't play that on your CD player, can ya!" he joked.

Wizard got up, "Very clever, Spider-Man, but not clever enough!" he said.

"You're right." Spidey said, laying a plan he set into motion. "Widow, now!"

"What!?" Wizard shouted before getting electrocuted by Widow's batons, shorting out his Anti-Gravity discs and fell to the ground.

Widow fell until Spidey caught her and he held her in his arms. "Nat, are you alright?" he asked.

"I will be when I give him the bitter taste of defeat." Nat replied.

"Alright then. Double whammy?" Spidey wondered.

"Double whammy!" Widow accepted, and the both gave him a punch to the head, and a kick to the back. Then the two spiders tied him and the rest of the Frightful Four members up in a webbing cocoon.

"What paired the two of you together in the first place?" Wizard asked. "That's what I'm curious about."

"It's simple, genius!" Spider-Man said, flicking him in the nose. "Teamwork and..." Spidey then noticed that Wizard was out cold. "Well, looks like we knocked him out, Nat."

Widow agreed to that, however she still wondered something as Spider-Man switched back to his main costume. "Teamwork and what?" she asked. "You didn't finish your sentence."

Spidey lifted up his mask to show his jaw, "Teamwork and..." Spidey kissed Widow on the lips, making her eyes get wide, and then she shut them. He broke from it. "Relationship goals."

"I see what you mean." Widow said, as the two of them cut them down from the tree. "Let's turn these guys in before I beat the crap out of the Trapster some more. That guy really gets on my nerves with his pervertedness." she looked rather mad.

"You look really upset, Nat." Spidey pointed out, denoting something was up. "When we get back, I'll give you a massage."

"Thank you, handsome." Natasha said, feeling a little relieved. "It's just that I wish a guy would walk a mile in my boots and know what it's like to be in a woman since there are some guys out there that want to touch what I've got." she pointed at her large bosom.

"Sorry to say that but as the old saying goes, "Be careful what you wish for because you just might get it." I'm just saying though." Spider-Man said to the super spy.

"I agree with you on that one, Spider-Man!" said a voice/ It was then that a man with a green face wearing a blue and gold costume and a cape appeared.. This was Mesmero, in the past, this villain forced Spider-Man to switch bodies with Wolverine and Hulk. When he switched with Wolverine, the two of them had to fight Sabertooth, and when he switched with Hulk, he made Hulk smarter than before. "That's why I'm back to get my revenge!"

"Mesmero!" Spidey said, with a furious look on his face under the mask.

"You know this guy?" Widow wondered.

"Yeah." Spider-Man said. "This is the mind manipulating mutant bastard who toyed with my brain and placed it in someone else's body, not once but twice!" he shook his fist.

"That's right!" Mesmero said, as he activated his hypnosis mutant power. "And now, it's your friend's turn!" he declared as Widow tried to filter it out, but failed.

"Black Widow! Black Widow, wake up!" Spidey shouted, and then snapped his fingers, but nothing was working. "Snap out of it! Snap...uh oh."

Her eyes were now suddenly white, and pupilless denoting that she was being controlled by Mesmero. "Now, my beautiful redheaded Russian slave, attack!"

"Yes, master." Widow said, in a monotone zombie-like voice.

"Oh, shit!" Spidey said, fearing for his life.

Widow was in a trance like state, and did not speak, but she attacked Spider-Man anyway. This was so overwhelming for the web-spinning wonder as he kept dodging her swings.

"Black Widow! Snap out of it!" Spider-Man demanded. "Don't let him control your mind! Fight it!"

Mesmero laughed evilly. "She can't hear you, Spider-Man!" he taunted. "She's under my power, but only for a few seconds before I do something that'll blow your mind to Mars and back!"

Spider-Man knew what he was talking about. "Forget it, you son of a bitch! Been there, done that!" he spat. "You did that to me the last two times, and I am NOT going back to that again!" he shouted as the hypnotized Black Widow did a handstand whirlwind kick. "OW! That's a good kick you got there, Widow. No wonder you've been working out to keep that sexy figure of your's." he flirted while he was being attacked. "I mean it, you're sexy enough to put all the adult film actresses to shame! I'd like to see you wearing yoga pants."

Spider-Man then got his bearings, lunged at Widow and brought her to the ground. "Ha! Pinned ya!" the hypnotized Black Widow then countered by sweeping him off and pinning him. "Whoa! Guess not!"

"Playtime's over!" Memsero said, as he went over to them. "You know what time it is, Spider-Man!"

Spidey had a look of fear in his eyes. "NO! Don't even think about it, Mesmero!" he begged, in a frightened way. "You did that to me the last two times!"

"Oh, but three time is about to be the charm." Mesmero used another dose of his powers. "And this time, the body you'll be in will be the opposite sex!" he laughed evilly.

"NOOOOOOOOOOOOO!" Spidey said, before he and the hypnotized Black Widow passed out.

"Ha ha ha ha!" Mesmero laughed. "Now, with them out of the way, I can contact the last person Doctor Octopus contacted before he was locked up." he turned his attention to a phone he had. He scrolled down the contacts list, and saw the name 'Quinton Beck' highlighted in blue.

Little did he know, Scarlet Spider was watching the whole battle, and he was angry by what happened. He decided to sneak Black Widow and Spider-Man back to the Parker household. "Damn that Mesmero!" he cursed. "I'll make him pay for doing all kinds of brain damage to my brother."

(Song Ends)

At Mysterio's hideout, he, Harvey and Carnage were joined by Yelena Belova, who had returned on the scene to ask Mysterio for a favor.

"Ah, Yelena Belova." Mysterio said, greeting her by removing his helmet and kissing her hand. "Welcome to my humble abode."

"Oh, thank you, Quinton." Belova said back to the villain. "Vhat has happened while I've been avay?"

"Oh, not much." Carnage approached the blonde Russian. "Spider-Man nearly had his reputation in shatters due to Otto Octavius taking over his body."

"Humph. The foolish doctor." Yelena huffed. "I deduce zhat you are receiving a transmission."

On the monitor appeared a video of Mesmero. "Is this thing on?" he asked.

"Yes, it's on." Mysterio confirmed. "This is Mysterio, along with Yelena Belova, Carnage and my assistant Harvey."

"Who are you?" Carnage asked.

"My name is Mesmero." he replied. "I'm a hypnotist, and a mutant. Dr. Octavius recently broke me out of jail."

"Really?" Harvey asked.

"Yes indeed, and I have made Spider-Man switch bodies with Natasha Romanoff."

Yelena clenched her fist after hearing that name. "I hate zhat bitch!" she slammed her fist on a nearby table. "But, I can hardly imagine a stupid America boy in zhe body a beautiful voman." she took a sensual stance, which made Harvey tongue-tied.

"Wow, that was hot, Ms. Belova." Harvey said.

"Thank you, comrade Harvey." Yelena said, seductively. But then, she focused her attention back to Mesmero. "So, Mesmero. You have done zhis before?"

"Yes." Mesmero replied. "I once switched Spider-Man with Wolverine and the Hulk."

Mysterio and company were stunned by this sort of thing. "You switched Spider-Man with that mutant?! And the Hulk too?" asked Mysterio. "That's impressive." he stated.

"Thank you." Mesmero acknowledged. "I also heard that Doctor Octopus is planning a hostile takeover of the S.H.I.E.L.D. Academy."

"The Triskellion?" asked Carnage. "It's a shame I won't be able to join the party."

"But, I vill." Yelena stated.

"Good luck, Yelena." Harvey said to the Russian blonde.

"Thank you, Harvey." Yelena blew Harvey a kiss, and winked at him, making him blush.

At Phil Coulson's base, we see Kaitlyn Rogers beating down some L.M.D.'s with her newfound Spider strength. She flip kicked one of them into the air, body slammed another, and karate chopped the third one. Sparkplug, Coulson and Lance were impressed to see her making progress with her powers.

(Thunder In Your Heart by Stan Bush plays)

"Blimey, she's good." Lance said. "She might be better than Black Widow."

"Doubtful." Coulson said.

Kaitlyn began to punch another wave of L.M.D.'s who turned themselves into clones of Ultron, Baron Mordo and Jack O'Lantern. "Okay, I'm digging this!" she was now very well-versed in how teenagers use popular vernacular's. "That was totally off-the-chain!" she said.

"Uh, I wouldn't say that, but good anyway." Sparkplug said.

Just then, Agents Melinda May, Quake and Mockingbird came in along with Mack, Fitz and Simmons, who were shocked to see the teenage girl bashing down the L.M.D.'s better than Agent May. "Who is that?" asked Quake.

"Oh, she's the new girl." Coulson replied.

"A newbie, huh?" Mack wondered. "What's her name?"

"Kaitlyn Rogers." Sparkplug stated. "She was a genetically engineered clone made by HYDRA, but we turned her to the side of good." he pulled up the file he found on her. "Her true name was Project: K563-Rogers since she was born. She ran away from HYDRA not long after, but someone placed her in the pod Spider-Man found."

"So, she looks like she's 17 years old, but she's really 77?" asked Jemma.

"Yep." Sparkplug stated. "There's more. She has been trying to find her birth mother, but we haven't told her anything solid yet."

"And there might be some possibility that she is Captain America's daughter." Lance added.

Mockingbird was dumbfounded. "What?!" she shouted. "Let me see that." she scrolled down the file, and found it. She did a S.H.I.E.L.D. DNA analysis, and it came out positive. "She really is Cap's daughter. But, I think I found out evidence involving her mother."

It was then that the clock stopped and Kaitlyn stood triumphant over the L.M.D.'s as they shut off. "How did I do that time?" she asked, tunring her head to Agent Coulson.

"You did very good, Kaitlyn." Coulson said. "I think you beat Agent May's record."

"I will get it back." Melinda said. "I'm Agent Melinda May, it's nice to meet you."

"Likewise." Kaitlyn said, shaking Agent May's hand.

"Daisy 'Skye' Johnson, but you can call me Quake." Quake introduced herself. "I'm an Inhuman hacker that can create earthquakes by sensing vibrations in the Earth's pattern."

"Alphonso Mackenzie, Mack is my nickname." Mack said, embracing the female Spider. "I'm the mechanic around here."

"Leo Fitz, I'm on tech support." Leo introduced himself.

"Jemma Simmons. I work with Leo."

Kaitlyn turned her attention over to Mockingbird, "Who are you?"

"Agent Barbara Morse, Bobbi is my nick name." Bobbi said, introducing herself to the super spider clone. "My codename is Mockingbird."

"Oh, she's my ex-wife." Lance said.

Kaitlyn was a little dumbfounded by this. "You guys used to be married?" she asked.

"Yep." Bobbi said. "By the way, I did an analysis on you, and it turns out...You really are the biological daughter of Steve Rogers/Captain America."

"I am?" Kaitlyn was amazed by the revelation. "And what about my mother?"

The Agents all looked at each other, and Coulson said what happened to her. "She died from cancer after World War II." This news shocked Kaitlyn to the core. "It is also revealed that HYDRA wanted to make new Super Soldier Serum through you."

"Let me guess, they tried to spread it across Europe, right?" Kaitlyn asked.

"Yes, luv." Lance said.

(A/N: I did not make that up. iPandaDrawer did in a bio she made on her character on Deviantart. Again, I'd like to thank iPandaDrawer for allowing me to use her character in this story. I owe you one.)

"Plus, they gave you some of the abilities of another hero." Sparkplug said. "I have seen him in battle before."

"Really?" Kaitlyn asked. "Who is it?"

"His name is Peter Parker." Coulson revealed who Sparkplug was talking about. "He's been fighting crime in New York City...He calls himself Spider-Man."

Kaitlyn did not know that she was not the only spider-powered human in the world anymore. "And he's currently in a relationship with one of our best agents." Melinda said. "Natasha Romanoff, the deadly Black Widow."

Leo and Jemma showed Kaitlyn what happened two days ago while she was still perfecting her powers. "Not long ago, a mad scientist named Otto Octavius, better known as Doctor Octopus used a machine called an Octobot to get inside Spider-Man's head and take control of his body and call himself the Superior Spider-Man." Leo started off.

"But with the help of his allies, Agent Venom, Iron Spider, Squirrel Girl, Power Man, Nova, White Tiger, Scarlet Spider and Iron Fist they held him off while we sent Black Widow, Mockingbird, Lance, Quake, Mack, Agent May and a former Avenger named Ant-Man to stop Otto's scheme." Jemma concluded.

"That must've been awful for him." Kaitlyn said. "I hope I can help."

"I hope so too." Coulson said, as he brought a briefcase to her. "Open it up. It's my gift to you."

"Okay." Kaitlyn opened the case and inside was a black outfit with red gloves, boots mouth part of the mask, lenses on the mask and spider logo on her torso. And on the side of the outfit was a set of wrist devices that were loaded with web-fluid. "Is this...?" she asked.

"Yes, it's the costume you were wearing when you came out of the pod." Leo said, stating that he and Jemma had remodeled it especially for her. "Jemma and I some adjustments to it."

"I hope you like it." Jemma said, as Kaitlyn took it out and went to try it on. "We're also working some alter outfits for you."

"Thanks." Kaitlyn said, embracing the S.H.I.E.L.D. Tech wizards.

(Song Ends)

The next morning, at the Parker Residence, Peter woke up in his Aunt May's bedroom with his head hurting when heard the sound of the alarm clock, he slammed it, causing it to stop the noise.

"Ow! My head." he winced. "I can't believe Mesmero did that." he then went to check on Natasha, "Nat, are you alright?"

"I don't think so." Natasha said. "I feel...topless. That's all." she described how she was feeling, even though her head hurt as well.

"So do I for some odd reason." Peter then got a look around. "Except that my head hurts and my chest is...oh no!" he said as he looked down at what he saw. He suddenly realized he had a female body dressed in a black nightgown.

"What's wrong, snookums?" Natasha asked.

"Something's not right, Nat." Peter said, feeling a little bit frantic. "I have a weird feeling that it's happening to me all over again. And this time it's with you."

"Oh God." she said. Peter and Natasha turned to each other and realized that they've both been switched into each other's bodies. After realizing this shocking development, they both screamed right at the top of their lungs. They also realized that is was not just their bodies that had switched, but their voices too.

"Oh shit!" Natasha cursed while she was in the boy's body. "Peter, what the hell happened?" she asked.

"Nat, I'm not gonna lie to you. We've switched bodies." Peter said, while he was in the woman's body. "I'm in your body and you're in mine."

"What?! But how?" Natasha asked again. "How did that happen?"

The spiders both began to put two and two together, and came to the conclusion as to whodunit. "Mesmero!" they said in unison.

"That bastard!" Peter cursed. "He used his powers to switch us." he felt damned for bodyswapping again, but felt different if it's a woman he switched with this time.

"What?!" Natasha clenched her now tighter fists. "When I get my hands on him, I'll make him rue the day he did this to me!"

Peter in Natasha's body had looked at the calendar and had a deadpanned look on his new feminine face. "That's the reason why I really hateed Friday on the 13th!" he complained, folding his arms as he huffed and puffed. "Weird and freaky stuff like this always happens to me on days like this one."

Now it was Black Widow's turn to complain. "Unbelievable!" she started out. "As if being turned into a werewolf and back wasn't bad enough, my boobs had gotten permanently bigger and now, a woman like me is trapped in the body of my teenage boyfriend!" she pounded the bed. "Oh, the humiliation! Can this get any worse?!"

Peter tried to get his adult girlfriend to calm down. "Okay, okay, Nat. We-We gotta calm down and stay focused." Natasha took a few deep breaths and did her best to calm down. "We gotta calm ourselves and think."

After Natasha stopped breathing and blowing, "You're right." Natasha agreed with Peter, but then felt some sort of pressure in her bowels. "Oh no. I gotta use the toilet!" she yelled as she ran for the bathroom.

(Stacy's Mom by Fountains Of Wayne plays)

Peter tried to stop her. "Nat, wait!" he said. But it was unresponsive due to her going in and shutting the door. "It figures. Speaking of which..." he got up and went over to a mirror his Aunt had in her room. He went over to it, and looked at the reflection of Natasha's body which he was currently trapped in. "Wow, Nat looks good." he said. "She did say she worked out to stay in awesome shape. I mean look at this hot body, it's probably gonna end up being a perfect 10 on my list." he got a good look at his girlfriends abs, and he began rubbing them with such amazement. He knew that Natasha had a nice tight stomach, and a good-looking rear-end. "Even without makeup, she's still beautiful. It's a good thing she's my girlfriend."

In the bathroom, Natasha had a hard time trying to adjust to her new male body. She tried to aim her penis at the toilet, but was really embarrassed so much she kept missing the spot.

"Ah! I can't believe that I'm peeing with Peter's penis!" she complained again. "I can't aim at the damn toilet straight!"

Peter then began to admire the top of his girlfriends body. Her new rack was so exciting for him to feel with his hands and not his face. "Whoa! Those boobs of hers are so big...so round...so soft...and so squishy." he said in his thoughts as he took off Natasha's silky black nightgown and exposed new body's bosom. "Nice nipples you got there, babe." Peter was now feeling them and was starting to feel turned on by this sensation that was building up.

Natasha began to feel the same way toward's Peter's body which she was now trapped in. His member was really hard now. "Oh, my! Peter's member is so stiff, I-I-I'm suddenly turned on by the sight of it!" she began to rub it.

Peter could not stop touching his girlfriend's assets. "Oh, it feel's so good." he then decided to try and go for her...other area. "I think I'll...snap out of it, Parker!" he then slapped himself out of his daze and pulled the nightgown back on. "I know I'm in Natasha's body, but I need to focus on attempting to find Mesmero and get him to switch us back!"

In back in the bathroom, Natasha felt Peter's hard member, but then snapped out of it. "Ugh, I can't spend all day orgazing over Peter's hard penis!" she stated. "I gotta...gotta talk to Peter about this. Although, his penis really turned me on" she had a brainstorm.

Natasha came out of the bathroom, and Peter stood in front of her.

"Natasha..."

"Peter..." Natasha said back to her teen boyfriend. "We need to talk."

"You first." Peter allowed his girlfriend to go first.

"Okay, Petey, since Mesmero switched us, how long are we gonna stay like this?" Nat asked.

"Porbably till we find him, whoop his butt, get him to switch us back and turn him over to S.H.I.E.L.D. before he literally causes more brain damage with those powers of his." Peter replied.

Natasha thought about it, and then she agreed to it. "So it's decided then." she said. "We go after him and get him to revert us back to into our own bodies even if it takes all day."

The two spiders shook hands on it, and Peter felt some relief. "At least school's off for the weekend, which I'm glad because if you came to school in my place, I'll probably have to use that sexy substitute teacher disguise you used before and stick with you." Peter said.

"Yeah, you're right about that." Natasha stated. "But right now we need to suit up and get on with the chase."

"First things first, we'll need to train at Avengers Tower and learn how to adjust to each other's bodies and abilities since we've switched with one another in the first place." Peter confirmed what he had in mind.

"What makes you think so?"

"Well, let's just say that I found it out the hard way because of my experiences with Wolverine, Hulk and Loki." Peter pointed out to his girlfriend while he paced the floor. "The last three bodyswap whammy-jammy's I went through were brutal, so I'm not gonna let it happen the forth time."

"Can't argue with you on that one, Peter." Natasha agreed. "We can do that. No come on, we gotta bathe."

"Alright then, you first." Peter said, being the gentleman he was.

"No, you're coming with me this time." Natasha corrected.

"Wait." Peter said, halting it for a little bit. "You want me to bathe with you?" he wondered, and then he thought about it. "As in, you wash my back, I'll wash yours?" he asked.

"That sounds about right." Natasha folded her arms.

"I'm fine with that." Peter said, as he went into the bathroom with Natasha, they both went down to their birthday suits, turned the water on, and began to wash each other's bodies, and the two of them enjoyed it very much, and they even kissed in the shower. But then, Peter began to ask his girlfriend something. "Nat, babe, if we're to train and go after Mesmero, any chance that you would allow me to put your hair in a bun or a ponytail? I thought I would ask you that because I think your hair might get in my eyes."

"That might be a good idea, sweetie." Natasha answered his request. "Considering that you're not used to having longer hair on your head."

Peter began to flirt again. "Also, you have a bit of a Stacy's Mom kind of body. If you know what I mean." he said.

"I've heard the song before." Natasha said. "Stacy's Mom ain't got nothing on me." the two spiders laughed with mirth before they resumed kissing.

"You got me on that one, gorgeous." Peter said, as he allowed her to feel her own body that he was trapped in. "Oh, that feels good."

"Sure does, baby." Natsah said, as she felt as though a certain part of her's got stiff. "Whoops, guess I should've told you, I felt your manhood earlier."

Peter had a stunned look on his face. "What?!" he shouted with fright. "You didn't...You know?"

"Oh, of course not." Natasha replied. "I wouldn't dare. Yet."

"Phew, thank goodness." Peter said. "Looks like I freaked out about that for nothing."

"You bet your life, you handsome devil you." Nat cooed at him, as she got the shampoo out.

(Song Ends)

However, back in Central Park, we see Harry Osborn hanging out with Billy Connors, Mary Jane Watson, a kid who looked like he was an inner city boy and a woman that appeared to be his mother. These two were Miles Morales/Kid Arachnid and his mother Rio Morales. Miles was the Spider-Man from another reality in which the Peter Parker of that very universe died.

"Whoa, that must have been one heck of an adventure, Miles." Harry said.

"It sure was." Miles replied. "And not only that, but the Spider-Woman of our reality goes by the name Gwen Stacy, who's father is the captain of the NYPD."

Mary Jane was astounded by how Gwen operated. "It's amazing that she made Tech-based Spider Powers." she said. "So, how did she know the Peter Parker of your reality?"

"Well, they dated before." Rio stated.

Mary Jane and Harry were dumbfounded. "Really?!" the asked in unison. Rio and Miles nodded.

"So, was there a version of me there?" MJ asked. "If so, what was she like?"

"Well, she was a blogger." Miles stated. "You and the Peter of my universe dated before, but you also had a break up because of his neurotic behavior."

MJ gasped at that. "Oh how awful." she said.

"And, that Wolf Spider creep, he must've been the worst Spider of them all." Billy said.

"Oh, he was." Rio stated.

"But, in the end, myself, Peter and Gwen were the ones who stopped him." Miles stated. "Though, we wouldn't have been able to repair the Siege Perilous with out the help of Madame Web, Doctor Strange, Blood Spider, Web-beard the Spider Pirate, Webslinger the Spider-Cowboy and Spider-Man Noir."

"I still can't believe that one of the Spiders saw me as a seductive vampire." MJ said, fantasizing about her looking like that.

"Well, I'm glad that the very crisis is over." Harry said. "Next time, if Gwen and her dad show up, I'd like to meet them."

"I'm sure you will, man." Miles shook Harry's hand. "But, I think you should get a new name. Cause, the Patrioteer sounds like attaching yourself to that Jeffery Mace guy."

"Oh, well, I guess I need a change." Harry stated.

"I've got something better for you, Harry." MJ came up with a brilliant idea. "How about, The America Son?"

Harry was astounded by that name. "That's a brilliant idea, MJ."

"I agree with this too." a male voice said, coming from behind them. It was a man with neatly groomed hair, in a red, white and blue armor suit in the style of Tony Stark's Iron Man armor. This was Harry's dad, Norman Osborn/Iron Patriot. He used to be the Green Goblin, but he can no longer go into Goblin-form thanks to a cure he was able to find, with the aid of Curt Connors.

"Oh, hiya Mr. Osborn." Billy said.

"Dad." Harry said, as he ran up and hugged his old man.

"Harry, I'm glad Peter made good on his promise to keep you alive." Norman said, as he told his son that knew about everything that happened up to this point. He was informed by Rio that her son was Kid Arachnid, and that Peter Parker was Spider-Man. He even knew about Mary Jane being Spider-Woman.

"Me too, dad." Harry said. "Oh, have you met Mary Jane?"

"Ah, hello there Miss Watson." Norman extended his hand, and Mary Jane shook it.

"Hello, Norman."

"So, tell me, Billy." Norman turned his attention to the Connors boy. "What happened to Peter a few days ago?"

"Well, that mean old Otto Octavius took control of Peter's body and called himself the 'Superior' Spider-Man." Billy told everyone what happened, and they were shocked. "He even scared people, did acts of vandalism and he had this guy named Cletus Kasady who is the new host of the Carnage Symbiote kill an innocent victim.

"But, I thought MJ had the only version of the Symbiote." Harry wondered.

"It turns, her's is a copy of the real one." Billy confessed. "The real Carnage Symbiote has a different origin."

"Well, I have full control of my Symbiote." MJ said. "And I used it to defeat a whole bunch of HYDRA Synthezoids to save Spidey."

"That's because your will overrides the Symbiote into a point where it is controlled by you." Billy replied. "Not the other way around. You see?"

"Yeah." MJ said, brushing Billy's hair. "Y'know, your pretty smart kiddo."

"Thanks." Billy felt his face burning. "But, hearing that from you kinda makes me blush."

"Aw, don't be embarrassed, Billy." Rio said as all of them laughed happily. It was then that they were approached by someone.

"What Rio said, Billy." a voice said, as it was revealed to be Scarlet Spider. "Don't be embarrassed."

"Who are you?" Harry asked.

"Scarlet Spider." he introduced himself to them all.

"Wait, you're the guy Peter told us about?" MJ asked. "You're a lot less, I dunno, DEAD than he described." she folded her arms.

"That's because the other one was my clone." Scarlet to them. "I won't reveal my face to you yet, but I will when the time is right."

"Okay." Harry said. "So, what bring s you here?"

"I need you to come to my loft. It's about Spider-Man, he's in a really bad fickle."

"What sort?" Norman asked.

"I'll explain later." Scarlet said, as Norman, Harry, Mary Jane, Billy, Miles and Rio followed him to his loft.

Peter and Natasha arrived Avengers Tower with Peter having Natasha's hair in a ponytail . Peter was amazed by the layout of the Gym that Iron Man had placed into it.

"Wow, I didn't know you and the other Avengers had a gym." he said, eyes widened with surprise. He then noticed a structure with 4 steel posts, with 3 sets of ropes surrounding it. All 3 sets were black and the pads on guarding the places where the hooks were at were all yellow. "Especially the wrestling ring."

"Well, this isn't the kind of wrestling you watch on TV, Peter ." Widow replied. "This is serious."

"Fair enough, Nat." Peter agreed. "I just hope that the yoga pants and the sports bra that you bought at the mall will give your body the comfort and support that it needs." He proceeded to the changing room, getting into some workout clothing Natasha bought before. He came out wearing a white and blue sports bra and a pair of black yoga pants. "And no offense, but even if your rear end is in perfect shape, it kinda looks big." he pointed out at the firm rear he had.

Natasha was a little bit offended. "Hey, it's my body that you're in, so be nice to it." she corrected, giving her boyfriend a gib slap on the back of the head.

"Sorry, babe."

Natasha got into the changing room, and got a tank-top and a pair of red shorts on. "Alright, now before we teach each other how to use each other's bodies and abilities, I say we stretch." Natasha pointed out.

"I can do that except I can't pull a Mr. Fantastic." Peter said, as he got ready to do so.

"First, we touch our toes." Widow said, as she bent down and touched her boyish toes. Peter tried to touch his new feminine feet, but was having trouble.

"Okay, this is getting complicated." Peter said. "Your boobs are making it difficult for me to touch your pretty toes."

Widow looked at him, "That's because you're not doing it right!" she stated.

"Sure, that's what they all say!" Peter then felt like he hit himself against something. "Ow, my face!" he said, as Widow went over to him.

"You mean, my beautiful face!" she corrected. "Now get up!" she pulled him up, with Natasha's body's rear getting close to Peter's pelvis, making it rather rigid.

"Seriously, Widow! You pulled me till I got your rear end close to my member!" Peter said, complaining.

Natasha knew that Peter made a valid point on that one. "Oh, sorry." she said.

"That's okay. We got up on the wrong foot." Peter accepted Nat's apology. "Now let's try again."

"Alright." Widow agreed with that idea. "Let's try the splits."

Peter did just that, and he aced it. "Woo! Nothing to it!" he said, patting himself on the back. "I bet you did this when you did ballet!"

"Oh!" Natasha felt like she was in pain.

"What's wrong?"

"I feel like I broke something." she strained, as the way she did a split with a boy's body, it caused the private area to be in pain.

"Aw man!" Peter deadpanned. "I forgot, I haven't done any stretching in my superhero carreer, and this is the result!" he confessed to Natasha.

Nat got a little angry and she stood up in front of him. "Why the hell didn't you?" she said sternly denoting the fact that she was angry at her boyfriend. "And don't tell me that you were too busy doing teenage stuff like science, video games, text messaging, chore doing and anything else I can hardly think of!"

Peter felt disgruntled by the way she spoke to him. "Well, sorry for the inconvenience, Natasha!" he countered. "You have no idea what it's like to be a teenager like me!" he pointed out in the argument. "Well, guess what? You're officially walking a mile in the shoes of Peter Parker, alias the Ultimate Spider-Man!"

Natasha had read that there were several things he had gone through in his high school life, especially doing his homework, his chores and getting bullied on. "Really, Peter?" she asked. "You're just gonna rub it in my face like that? I don't think so, mister!" Peter tried to walk away, but she pulled him back. "You're in my body and you're about to get a crash course on being the Black Widow!" she shoved him to the ground and had him pinned. "Besides me being in your body..."

"Not only did I swap bodies with Wolverine, Loki and you..."

"I ALSO SWITCHED BODIES WITH THE HULK TOO!" they shouted in unison, causing them both to stop talking and realized that having their mind's switched with the Hulk was something that they both had in common. "You did?" they asked each other.

Natasha explained her problem first. "Yeah, I did when the Mind Stone swapped me and the Avengers around by M.O.D.O.K. when he took over the S.H.I.E.L.D. Tri-carrier." she said, making Peter feel in awe.

"And it also happened to me when Mesmero brain-swapped me with the Hulk." Peter answered. He then came to a conclusion. "I think we're overreacting, babe."

Natasha had a light smile on her face. "You're right." she said. "We were overreacting over silly shit." they then kissed for a little bit. "So...resume training?"

"Yeah, resume training." Peter replied as they continued to train each other.

At Mysterio's hideout, he made contact with Red Skull and Mesmero.

"Ah, gentlemen, good to hear from you." Mysterio said. "So, what's the status?"

"Well, I have the Avengers under my control." Mesmero said. "But, I'm now en route to Vista Verde, Nevada to hypnotize the Agents Of S.M.A.S.H. and after that, I'll have the teenage superheroes under my control when I return to the Triskellion."

"I shall knock zhem out, so when zhey wake up, zhey shall be yours, Herr Mesmero." Red Skull said.

"Excellent, gents." Carnage said, as he went along with this. "In the meantime, I'll go contact our other partner, and see how he's holding up."

"And, if this fails, I always have a backup plan." Mysterio said, going over to a third monitor. "Scorpio, this is Mysterio calling Zodiac headquarters."

On the other screen appeared a man with a red, white and gold outfit that had a hood. His mask had squinted eyes, and behind him was a whole group of 11 villains that looked like specific beast from the Constellations. This was Scorpio, the leader of a group of villains known as the Zodiac. He was also Max Fury, Nick Fury's evil brother who grew jealous of Nick's success, and formed an alliance with the 11 villains surrounding him. These were Gemini, Sagittarius, Virgo, Leo, Aires, Aquarius, Cancer, Capricorn, Libra, Pisces and Taurus the bull.

(A/N: I'm using the outfit Scorpio had in the Ultimate Spider-Man season 1 episode "For Your Eye Only", while the other members all look like they did in Avengers: United They Stand.)

"I read you, Mysterio." Scorpio said. "What do you want?"

"I just thought I'd let you know that Mesmero has succeeded in brainwashing the Avengers." Mysterio said, and Scorpio had his arms folded. "Plus, as a bonus, he pulled a bodyswap on Spider-Man and the deadly Black Widow."

"What?" asked Gemini.

"Mesmero caused them to switch bodies?" Scorpio asked. "I have no idea why people are so obsessed with that fetish."

"I'm not sure I do either, Scorpio." Mysterio replied. The villains all laughed with vigor, and slapped each other on the back.

"What shall I get you, Mr. Beck?" Harvey asked.

"My coffee." Mysterio said.

"One sugar or two?"

"Two." Mysterio answered, as Harvey went out of the room to get his boss's coffee.

"Coulson, Agent Andrews here." he said whispering into his communicator. "I just overheard a conversation involving the Zodiac."

"Okay, Andrews, keep your low profile until we are able to get into his security measures." Coulson said.

"Okay." Agent Andrews said, turning his communicator off.

Back at Avengers Tower, Black Widow and Spider-Man were still learning how to adjust to each other's powers and abilities. Peter had Widow's gauntlets around his wrists and Widow was wearing Spider-Man's web-shooters. In front of them was a wooden bar stool with a pile of empty soda cans on the seat. Each one of the cans had the picture of a different villain on them, including Titania, Absorbing Man, Zzzax, Mole Man, Ultron, Goblin and Electro.

(Blow Your Speakers by Big Time Rush plays)

"Okay, now." Spidey said, while still in Widow's body. "A simple stool has 7 empty soda cans standing on top of it." he showed her as she geared up to use Spider-Man's webbing and Spidey got ready to use Widow's Stingers. "So we'll have to try to shoot down one by one with our prospective shooters. I'll try to shoot off your gauntlets while you shoot off my web-shooters since you're a trained sniper, Natasha." he planned out a strategy.

"Right." Nat said, accepting the offer. "You got the first one."

Peter felt a bit odd. "But I was about to that I'll let you have the first shot." he said. "I'm being a gentleman after all, babe."

"I know but we've been switched, you'll be the "lady" instead." Natasha tapped Peter in the booty, making him wide eyed. "Besides, I always wanted to do that."

"Hilarious." Peter said, dryly as he took his aim. But, he was sweating because, he was afraid he might miss. "Alright. I have to be steady. Steady. Steady. Steady. Steady. And..." Peter fired the Widow's Bite at the cans, but it missed and hit the wall instead. "Yikes! I missed! Nuts!" he said, feeling bothered.

Widow placed her hand's on her hips, "You're not doing it right, Pete." Natasha said, she then grabbed his arm. "Here, let me show you how it's done." she blasted at the can that had the picture of Ultron on it and it made a direct hit. Then, she aimed it at the cans with the pictures of Electro, Goblin, Zzzaxx, Mole Man, Absorbing Man and Titania, and they were also direct hits.

"Wow! That was amazing." Peter said, feeling amazed by her shots. "That really put me to shame."

"Sorry about that, sweetie pie." Natasha said, stroking his head. "Now let's pick these cans up so you can try it again."

Peter felt a little nervous. "Are you sure you about me trying to fire the Widow's Bite at those cans again?" he asked.

"Of course I am. If you can shoot your web-shooters, you can shoot from my gauntlets as well." Widow said, wrapping a towel around her neck and the both of them placed the cans back onto the bar stool before going back to their firing positions. "Now, stay focused. Concentrate on your target." she said, as Peter closed his eyes, trying to erase any hesitation in his mind. "And...now!"

Peter shot all the cans, and not a single shot missed. He was amazed at how well he did that. "Hey, I did it!" he said, cheering as he jumped into the air. "YES!"

"Told you so." Natasha said, as she patted his shoulder. "Now remember, the Widow's Bite is only used to electrocute the enemy until the enemy loses consciousness." she told Peter how her Widow's Bite worked. "Tony Stark upgraded my gauntlets before Ultron resurfaced after surviving being destroyed by the sun when me and the other Avengers put our petty differences aside and reunited as a team."

"I see." Peter said, as he heard about that whole thing. "It's a good thing Captain America and Iron Man made up and reconciled as best friends."

"Tell me about it." Widow told her boyfriend to go on. "Their animosity toward each other over Tony's leadership and the fact that he kept the secret of trying save his robot friend Arsenal was so out of control, their feud nearly tore the Avengers apart."

It was true, Iron Man did keep everyone in the dark about rebuilding Arsenal, a robot that his father Howard Stark built to be like a best friend to him when Howard was not around to be with Tony. After Arsenal touched the Infinity Gauntlet, Ultron rose up and took him over completely. Cap was outraged about and left Iron Man's side, causing him to go to S.H.I.E.L.D. and he knew that Iron Man went too far in keeping a secret from them. Iron Man then called Spider-Man to take Cap's place, much to Hawkeye's dismay.

(A/N: I'm not making that up. It happened in the Avengers Assemble episodes "A Crack In The System" and "Avengers Disassembled".)

"No kidding." Peter agreed on his part. "I saw that myself on the day Tony called me after Cap quit. But deep down, I felt angry at both of them." Natasha did not know this.

"Why? It wasn't your fault."

"I know that in my head, but not my heart." Peter then wondered something that was on his mind since that very day. "What was your reaction about Cap quitting the Avengers?"

Peter never asked that to Natasha before, so now was good a time as any. "I was extremely worried about him while we were focused on learning what Ultron was up to." Nat said.

"Yeah, I bet you were worried." Peter said, doing his best not to be sarcastic. "That Ultron guy is dangerous enough to give Doc Ock, Red Skull and Green Goblin a run for their money."

"Unfortunately, yes." Natasha agreed with that statement. "Now let's keep training." she said getting back to what they were doing before. "Since Scarlet Spider has the Way of the Spider fighting style he learned from Shang-Chi, we'll use each other's fighting style's to make our own version of it."

Peter smiled at that comment. "Sounds good to me." he said. "But first, try crawling on that wall." he suggested.

"Okay. I've never done it before but here it goes." Natasha then started climbing up the wall, and was astounded by the way she stuck to it.

"So, what do you think?"

"Amazing!" she exclaimed. "That's better than back flipping in Hulk's body."

"No doubt about that." Peter said. "Now come down so we can..." he was about to finish his sentence but Natasha cut him off by back flipping from the wall to the floor, causing him to fall on his back. "Whoa! How'd you do that?"

Natasha giggled, "I'm a fast learner."

Peter had a sly look on his face. "Oh, yeah? Let's see how fast you can learn when I do this? C'mere!" he then began to tickle her at the feet, whihc made her laugh uncontrollably. She was laughing so hard, her eyes began to water.

"No, Peter! EEK! Stop it! You're tickling me!" Natasha could not contain her laughter, but then Peter stopped and brought her to the ground. "HOO!"

"Okay, instead of that, how about I do this instead?" Peter kissed Natasha on the lips, and the two of them were enjoying every bit of it.

(Song Ends)

As the two spiders were kissing, we see a young man with brown skin and short black hair and brown eyes, wearing a red and whit outfit with a beak logo on his forehead. Under his arms was a pair of wings. This was Samuel Thomas Wilson III, also known as the Falcon. He was a college student who was striving to get his degree in architecture, and his mom Darleen Wilson always made cookies for the Avengers, Widow liked oatmeal though. He had just returned from his class, and was looking for the others.

(A/N: I'm using the outfit Falcon had in Avengers Assemble season 1. Even if it got wrecked.)

"Hey guys! I'm back from my...whoa!" Flacon said, as he walked in and saw the two spiders kissing nonstop. "Is that what I think it is, or am I seeing things? Spider-Man and Black Widow makin' out?" he asked himself, even if the spiders could not hear him. "Looks like I'm gonna get to the bottom of this." Flacon walked over to the two kissing spider who are currently making out before he cleared his throat to get their attention.

Spidey turned his head over to where the noise came from. Widow was a little bit confused by the interruption, and wonder what her boyfriend was looking at. "What is it now? Are you trying to...Falcon?" she gasped in shock, as her and Peter stopped kissing and got to their feet.

"Whoa! Dude, it's not what you think it is!" Peter did his best to try and explain what was going on. "And first off, let us explain about everything!"

Falcon was befuddled by the way the spoke. "Judging by what I'm seeing right now, you two seem to be acting really and looking a lot weirder today." he said. "What's goin' on between you two?" he asked.

The two spiders began to tell him what happened to them. "Well, what happened to us..." Spidey started off.

"...today is that..." Widow and Spidey looked at each other and said it in unison.

"We've switch bodies!"

Falcon was bug-eyed with shock. He did not expect it to happen again, he went through it before. "Switched bodies?" the spiders nodded. "But how?" he asked, but then he tried to put two and two together. "Wait, don't tell me. Let me guess, did you two get accidentally zapped by one of the Infinity Stones again?"

"No way." Spidey answered. "Mesmero did this. He did that to me three times in a row!" he complained. "The first time, he switched me with Wolverine! Second time, it was Hulk! And now, it's with Black Widow!" he got really steamed about what just happened to him.

"Whoa, simmer down." Falcon said.

"Sorry, Falc." Peter stated to the flyer of the Avengers. "I'm also steamed because it wasn't just our bodies that got switched, but our voices too."

Widow continued with the explanation. "We were just training to control each others powers and abilities so we can find that jerk, kick his ass, get him to switch us back and sen him back to the Raft."

Falcon was convinced. "I see." he said, then he noticed Widow's new assets. "No offense, Natasha. But, before you switched with Spider-Man, how did your boobs get bigger and perkier?" he wondered, causing Widow (in Spidey's body) to facepalm. "What size are you, double D's?"

"More like triple C cups, to be honest." Widow replied. She then told him how it happened. "They got bigger due to the side effects of being changed into a werewolf by Nightshade's neo-genetic serum."

Spidey shivered, as a chil went up his new feminine spine. "Yeah, being turned into a werewolf is the worst thing that ever happened to me!" he complained again. "We ended up getting fleas and having that disgusting dog breath that took us hours of brushing our teeth and using mouth wash!"

"Whoa, that must've been some brutal shit man." Falcon said, feeling for the wall-crawler like he were family to him.

"Yeah, no kidding."

Falcon refocused his attention to why they were doing what they when he walked in. "But right now, I'm more curious about one thing." he started off. "What's going on between you two?" he asked. "With all this flirting around? Captain America and Hulk had a discussion with rest of the Avengers and Hawkeye was hoping that it wasn't true. Because, he'll go crazy if it is."

Spidey and Widow tried to deny it, to keep their secret protected at all costs. "I don't know what you're talking about." Spider-Man said.

"Me neither." Widow added.

But Falcon would not give up trying to find the answer. "Aw c'mon, don't do me like that." he complained in a comedic manner. "Just tell me the truth. What's going on between you two?"

Spidey and Widow finally caved in, as they knew it wouldn't last for very long. "Okay, okay, you win!" Spider-Man said, in a defeated way. "We'll tell you!"

"The truth is that..." Widow started off, and then...

"We fell in love!" they said in unison.

Falcon was surprised, and could not believe it. "What?!" he wondered.

"Yeah, we fell in love with one another after 5 missions together." Spidey stated.

"We had an attraction for one another after we took down Deadpool." Widow added. "We tried to take it slow but we couldn't stop the attraction between us. So we fell in love and decided to start a relationship as boyfriend and girlfriend."

Falcon now felt flabbergasted by the whole thing. "Are you sure about that, Natasha?" Falcon asked. "He's just a teenager and you're a young adult."

Natasha got a little mad. "So what?" she shot back. "That didn't stop us from being all romantic to one another."

Spidey stood abrupt. "Yeah, even though we haven't had sex yet, we already developed a form of sexual chemistry between us." he stated to the winged hero, and the mechanized bird on his shoulder. This was Redwing, Falcon's techno-bird.

"You guys didn't do it yet?" Falcon asked, as the Spiders shook their heads. "But does' Nick Fury know about this yet?"

"No." Spidey replied. "We're keeping it a secret from him and everyone else until they're ready to know the truth about us being in love."

Widow also put in the only ones that knew about it. "The people who know about this so far are you, Scarlet Spider, Wolverine, Iceman and Firestar of the X-Men, the Guardians Of The Galaxy, Silver Surfer, Nova of the Web-Warriors, the Howling Commandos, Hulk and Captain America."

Spidey then had that same sad look he had a few nights before. "And unfortunately, Doctor Octopus." he said. "That creep found out about our relationship when he got inside my brain with a new form of Octobot and took over my body two days ago."

Falcon did not notice that before and now he felt sorry for the web-slinger. "Damn. That's gotta be fucked up to let a villain like Doc Ock literally getting inside your own head." he said, putting his hand Spidey's shoulder.

"Yeah, it really is." Peter said, with his head down.

It was then that the alarm went off in the tower, denoting that trouble was happening.

"Uh oh! It sounds like trouble!" Widow said.

"Let's go to the briefing room." Falcon said. "F.R.I.D.A.Y. will inform us about the situation."

Spider-Man did not know who it was. "F.R.I.D.A.Y.? What happened to JARVIS?" he asked.

"It's a long story, darling." Widow said to her boyfriend. "Tony will tell you about it when the time is right." she had a solemn look in her, denoting that something happened to JARVIS. "Right now, we're needed."

Peter acknowledged it, "Right but first, we gotta change into our costumes." he stated to the Russian redhead. "Besides, I didn't get put into your body to it being all perky y'know?"

"Stop talking and get a move on!" Widow ordered.

"Okay, okay, sheesh!" Peter raced back over to the changing room, and got into Black Widow's outfit, albeit with the cleavage showing, but Widow was not complaining when she saw it. Now it was Widow's turn to get into Spider-Man's costume, only she switched it to the black and neon-green one. As the two raced over to the briefing room, they both admired seeing each other in their own outfits. "Widow, you make the black outfit Fitz and Simmons gave me look good."

"Thanks, handsome." Widow said. "And my outfit definitely looks stunning on you."

The three heroes stopped at the briefing room, where F.R.I.D.A.Y. gave them all the update. "F.R.I.D.A.Y. what do we got?" Falcon asked.

"There's an incident in Times Square involving the Agents Of S.M.A.S.H. but there is no sign of Hulk and/or She-Hulk." F.R.I.D.A.Y. said.

Falcon saw the whole thing happening on the monitor. "Looks like Red Hulk, A-Bomb and Skaar are smashin' up the place and have gone out of control." Falcon said in surprise.

"Wait a minute." Spider-Man said, as he looked over the footage. "Zoom in so we can get a closer look at them." F.R.I.D.A.Y. zoomed in on their faces. "They're all pupilless. Only glowing white eyes." he was right their eyes were indeed glowing white.

Widow put it all together, "Mesmero must've gotten to them!" she said. "Why and what is he up to?"

"I don't know, but we gotta find some kind of way to stop them before they smash up everything! Including Madison Square Garden!" Spider-Man said.

"Perhaps I can be of some assistance." F.R.I.D.A.Y. said.

"Wait. What?" Spider-Man asked.

"What is it, F.R.I.D.A.Y.?" Widow asked, as a few doors opened in and inside were three giant robotic armor suits in the styles of Spidey, Widow and Falcon.

"Tony Stark built the Hulkbuster armor suits and kept them after repairing them after the incident involving Red Hulk." F.R.I.D.A.Y. stated, as the big armor suits all turned around and it showed one that looked like Spider-Man himself and two others that looked like Widow and Falcon.

"Hulkbusters?" Spider-Man, Falcon and Widow all said in unison.

"Yes, presented to you." F.R.I.D.A.Y. acknowledged.

"Whoa! That's awesome!" Spider-Man said, as he felt excited.

"Damn straight!" Widow said. "I can't wait to ride in that thing again!"

Spidey got a good look at the one with his old color scheme. "I'm surprised the Hulkbuster look like us. Eve the huge helmet looks a lot like my mask." he said, admiring the design. "Nat, as much as I'm excited to ride inside the Hulkbuster, I'm really uneasy about using it since we're in each others bodies."

"Me too, Spidey." Widow admitted.

Falcon got into his Hulkbuster, "C'mon guys!" he said. "We've got Hulks to stop and a city to save!" the armor closed up with him inside as it activated. "I know this feels awkward because of the switch but we got a job to do! So let's move!" he said.

"Right!" Spidey and Widow said in unison, getting into each others Hulkbuster units. Spidey (in Widow's body) got into the Spider-Man Hulkbuster, while Widow (in Spider-Man's body) got into the Black Widow Hulkbuster, but F.R.I.D.A.Y. then felt like she made a logic error.

"Forgive my calculations." F.R.I.D.A.Y. said, correcting herself. "The Agents Of S.M.A.S.H. are in Brooklyn instead of Times Square."

The three heroes were shocked to see that, mostly Falcon. "Damn! Cap is really not gonna like this!" Falcon said as he fired the thrusters on his unit. "Spider-Man, Black Widow follow me! We're going to Brooklyn instead!"

The two spiders blasted off into the sky with Falcon.

In Brooklyn we see three multi colored giants attacking, one was red with a tank-top, army pants and guns on his back. This was General Thaddeus 'Thunderbolt' Ross/Red Hulk, and with him was a blue metallic giant with golden eyes and turned himself into a ball. This was Rick Jones/A-Bomb. He used to be the Hulk's teenage sidekick, but he started a webcast that featured him, Hulk, She-Hulk, Red Hulk and the forest green giant welding a sword. This was Skaar, he was a warrior from a planet of the same name. They wasted no time in destroying some of the spot where Captain America got bullied on before he got the Super Soldier Serum in his blood.

(Never Gonna Stop by Rob Zombie plays)

"This is J. Jonah Jameson reporting live from Daily Bugle Commincations." JJ said, as he did his report on what was going on. "Well, it looks like the Hulks are at it again! Smashing up everything and everyone in sight as usual! This is without a doubt the worst thing that's happened today since the destruction caused by that masked menace Spider-Man two days ago! And the Hulks are upping the ante! But only 10 times worse!" he showed the images on the news, as the Spiders and Falcon zoomed over to Brooklyn in their Hulkbuster armor suits.

"Woo Hoo! That was epic!" Falcon said, as he enjoyed himself doing all sorts of air moves with his, as did Black Widow right before they landed in Brooklyn. "Tony outdid himself as usual with the Hulkbusters!"

"Easy for you to say. Although, I got the hang of it since the last time." Widow said.

Spidey was having trouble with his Hulkbuster armor. He was not used to control this suit, but he was used to handling the Iron Spider armor when he was given int from Tony Stark himself to battle Arthur Parks/The Living Laser. After that, he gave the Iron Spider suit to Amadeus Cho, the current wearer of the suit. "Whoa, whoa!" he said, having a difficult time controlling the bulky suit. He then bumped into Widow's Hulkbuster as he landed to the ground. "Sorry Nat! I just overdid the thrusters on this baby. This is my first time using the Hulkbuster that looks like me." he said to his Russian girlfriend.

"May I remind you that you're in my body, Spider-Man?" Widow said, she pointed at him. "I wouldn't mind you touching my breasts and my ass, but don't crash it into a million pieces!"

"Sorry Widow!" Spidey said.

Falcon then noticed that the brainwashed Hulks were armed and ready for combat. "Oh, boy! Guys, look!" Falcon said, averting their eyes over to them. "They're on to us!"

"Now what?" Widow said, as her and Spidey turned around and saw the Hulks coming at them.

Spidey then thought of something. "I got Red Hulk! Widow, A-Bomb is yours! Falcon, watch out for Skaar!" he planned out, like he was taking the lead. "We'll have to knock some sense back into the Agents Of S.M.A.S.H.!" He placed a mechanized fist into the metal palm of the Hulkbuster armor, getting ready to fight.

"Right!" Widow and Falcon said, in unison as the brainwashed Red Hulk, A-Bomb and Skaar charged towards them.

"Avengers Assemble!" Spidey said, shouting the battle cry the Avengers use when they are mission ready. "Ha! I always wanted to say that."

"Really, webhead?" Falcon said, as if he were complaining.

"What? I'm just a reserve member of the Avengers, aren't I?" he asked.

Widow suddenly felt reminded of that. "Yeah, thanks for the reminder." she said.

The two sides clashed astoundingly

"C'mon, tomato face!" Spidey insulted the Red giant. "Let's see what you got!"

Spidey got into a wrestling styled collar-elbow tie-up, and then scooped him up and slammed him to the ground. In his thoughts, "Y'know, I used to wear the Iron Spider armor until I passed it over to Amadeus Cho because he was better with the armor than I was." he then saw that Red Hulk got back up. "Now to see what the Hulkbuster can do with me at the driver seat."

He then did his usual thing that he would normally do with his webshooters, and out came a set of machine guns that began to blast Red Hulk with a very strong webbing that froze solid. "Cool! Machinegun web shooters!" he cheered for a little victory he had. "And the webbing is strong! Now to give him the beatdown!" he ran over to him and began to punch and kick him in so many places.

Widow was struggling to keep A-Bomb at bay, but he kept trying to pound her. "A-Bomb, I know this'll be difficult for us to fight against each other but I'm doing this for your own good!" Widow said. "And quite frankly, I don't have a problem in doing this!" she then used a giant metal staff she generated electricity through it.

Falcon was doing good at taking Skaar down. "Now I wonder what kind of weapons this baby has." he said, as he shot a missile from his wings which made him astounded. "Missiles from my wings? Hell yeah! That's what I'm talking about!" he cheered, as Skaar got his sword out. "Aw man! Where are the rest of the Avengers when you need them?" he asked himself. Skaar ran towards him, "Oh, let me guess. You're gonna slash me into pieces with that sword of yours, right?" Skaar ran at him and then jumped into the air, sword behind him getting read for his Skaar Slash as he called it. "Oh, shit! I had to open my big ass mouth!"

Spider-Man kept going at Red Hulk no matter what, and he was getting really good at it. "Man, even with the Hulkbuster, we're kinda evenly matched." Spidey said, trying to gain ground. "That's why I'm going to...what?" he then noticed that the armor was going through a problem of some sort, it was as if he could not budge it. "F.R.I.D.A.Y., what the hell is happening?! I can't drive this thing another inch!"

F.R.I.D.A.Y. gave him the update. "There's a malfunction in the Hulkbuster armors."

"Malfunction?! But how?" Spidey panicked as he asked that very question. "Oh, shit! I can't move!" Red Hulk got to clonk him in the head of the armor, and Spider-Man fell to the ground and the circuits were going bonkers to the bone. "Aah! The system's going crazy!" he said, getting into contact with the other three heroes. "Black Widow, Falcon, my Hulkbuster is losing control! I can't use it anymore!" he shouted.

He noticed that the same thing was happening to Widow and Falcon too. "Me neither!" Widow said. "I can't even wield it too!" she then got sent flying over to the ground, after A-Bomb threw her over his head.

"That makes three of us!" Falcon said, as he was knocked over by Skaar's kick. "We're now sitting ducks!"

"Yeah, right in the middles of duck season!" Spidey said, trying not to joke about the situation. "F.R.I.D.A.Y., can you reboot the Hulkbusters so we can end this fight before Brooklyn gets crumbled into a really massive pile of dust?"

"Yes, but it will take a minute to reboot them." the female A.I. stated as the brainwashed Agents Of S.M.A.S.H. gathered around them.

"Aw man! By the time the Hulkbusters are rebooted, we'll be smashed to pieces!" Spidey panicked.

"Spider-Man!" Widow shouted, fearing for her boyfriend's life.

"Guys!" Falcon said, worrying about both of them.

The brainwashed Agents Of S.M.A.S.H. got read to a triple whammy on Spidey and he felt like this was his last stand. "Oh, Uncle Ben, looks like I'm about to join you right now." he said, feeling like he was going to die.

But then, there was a really loud roaring sound coming in from the sky. Widow and Falcon recognized it.

"That loud roar. I think it means that..."

"Spider-Man! Black Widow! Looks like we're gonna have some gamma radiated backup!" he said, in excitement.

In the sky was a vehicle that the Agents Of S.M.A.S.H. use to get around to places. This was the Jump-Jet, which was placed on autopilot. Out of the jet came the Hulk and a woman was 6 feet, 5 inches tall, muscular and had green skin just like he did. She was wearing a cyan and white leotard white gloves and boots. This was Jennifer Walters, attorney at law, also known as She-Hulk, she was the Hulk's cousin. And sometime after she took a break from the courtroom, she decided to pursue a career as a movie actress.

"Time to smash!" said the green muscular giant as he got ready to fight.

"Yeah, what he said." added the jade giantess.

"It's Hulk and She-Hulk!" Spidey said, feeling ecstatic to see his two favorite Smashers. "It's about time you got here!"

"Likewise, web head." Hulk said, helping out his friend. "I see you guys are driving the Hulkbusters that have your likenesses."

"Yeah." Widow said. "Anyway, did F.R.I.D.A.Y. contact you two?" she asked.

"Nah, we found out that some creepazoid named Mesmero hypnotized these three Knuckleheads, made them attack us from behind and dinonapped our pet, Devil Dinosaur this morning." she pulled Black Widow's Hulkbuster up off the ground.

Falcon was a little bit surprised by what they just said. "Wait, you guys have dinosaur for a pet?" he asked.

"Yeah, Falc." She-Hulk said, confirming it. "A red Tyrannosaurus Rex from the Savage Land."

"Looks like we have another Mesmero related problem." Widow said, dusting off her Hulkbuster armor.

"Speaking of which, Jen." Spidey decided to bring up what happened. "Mesmero made me and Black Widow switch bodies last night!"

"WHAT?!" Hulk and She-Hulk asked in unison and confusion.

"Yep!" Spidey replied. "Mesmero pulled a Freaky Friday on us by putting my brain into Natasha's body and vice versa!" he then brought up the workout they did earlier. "We've trained each other on how to use each other's bodies, powers and abilities because of the bodyswap!" he then noticed that the other three Hulk's while still under Mesmero's influence got up ready for another attack. "We'll tell you the rest after we punch your fellow Hulks back to normal!" Spidey added.

"Good, because, Red's ass is mine!" Shulkie said, gearing up to fight Red Hulk.

"We'll hold them off while your Hulkbuster suits are rebooting!" Hulk said, also getting read to layeth the smack-a-down on them.

"Sure thing, guys." Spidey said, waiting for the machine to reboot. "I'll just lie down here and wait for the armor to reboot while I'm trapped inside looking really sexy in my girlfriend's bodacious body. I think."

Widow felt disgruntled. "I heard that." she said.

"Yikes! Sorry, Nat!" Spidey apologized.

"Apology accepted." Widow accepted her boyfriend's apology. "Oh, by the way, about you calling my body bodacious."

"Yeah?"

"I'll take that as a compliment." Widow felt a little witty. "You've got my boobs, but I got your abs and your manhood."

Spidey felt a little surprised by this sort of thing, "Okay, that's a little too much."

"Yeah, it is." Widow shot back, in a seductive manner.

Falcon decided to interrupt them. "Excuse me, but can you two get a room and talk dirty, later?" he asked. "Right now, we wait for the reboot."

"Right!" the swapped spiders said in unison.

Hulk and She-Hulk clashed with the brainwashed Hulks and revved up their fists.

"I know you guys are still in there!" Hulk said, getting ready to fight. "So, we'll knock you out and snap you out of it!"

"Here I come, Red! Ready or not!" She-Hulk said, as she scooped Red up, and slammed him down.

Hulk went after A-Bomb and Skaar. Skaar went for a flying forearm to Hulk's head, and it impacted, however Hulk shot back with a headbutt to Skaar. "Whoa! That's gotta hurt." he said. "Now, where was I? Oh, yeah!"

A-Bomb went into ball form and rolled right over the green hero. "Rick, is that you? Are you..." A-Bomb then gave Hulk an uppercut. "Guess not." he and A-Bomb kept pounding each other, and yet it was creating a seismic quake to the other three heroes.

"It sounds like the Earth is being shaken to it's very core!" Falcon said, feeling the seismic flow.

"Funny, it feels like it too!" Spidey said, as he felt the vibrations. "Now we got 25 seconds to go before the reboot is completed and the Hulkbusters will be back online."

Widow was starting to get really irritated, and began to complain. "Stuck inside a Hulkbuster armor suit while waiting to use it again after a reboot, being stuck in my boyfriends body and the Hulks are smashing each other in Brooklyn?" she said. "Un-God damn-believable!" she yelled.

Spidey felt concerned for Natasha. "Sounds like you desperately need a hug, Widow." he said.

"Not until today." Widow replied.

"Whoa." Falcon said. He was surprised to notice this change in a freelance super spy. "Usually you're all badass, calm, cool, collected and professional, but you're acting weird lately Black Widow." he pointed out to the female Avenger. "Did Spider-Man change you when you two got close?" he asked.

Spider-Man felt offended by that statement. "Hey, don't insult me bro." he warned. "I took that ''change'' part personally."

Widow rolled her eyes, and answered the question anyway. "No, Falcon. Like the old saying goes, Opposites Attract."

"I see." Falcon said.

She-Hulk got to fighting two of the brainwashed Hulk's while Hulk was still going at Skaar. Red got out his blasters and began to shoot at her. "Hey! That's cheating you jerk!" she ranted at Red. "Now you're gonna pay for..." she then found out that the blast ricocheted and hit Hulk. "Bruce!" she shouted.

A-Bomb then started grabbing She-Hulk by her breasts and boy was she enraged. "Really, A-Hole Bomb? You're groping my boobs like a blue faced gamma radiated pig?!" she then kicked A-Bomb in the place where the sun don't shine, and threw him across the way. Shen then stomped over to him with a look of anger and disdain on her face. She placed both her hands on her hips and said, "Next time, buster! Keep. Your. Damn. Hands. To. Your. Self!" as she kept beating him up in the face and all over his body.

Skaar then proceeded towards her, and began slicing up her outfit, minus her gloves and boots, until she was in a purple bra and panties. She quickly covered herself up, trying to avoid being humiliated. "Seriously, Shaggy?! You shredded my costume to pieces!" she complained. "Now I'm completely butt naked, embarrassed and humiliated! Thanks to Mesmero, my day sucked!" she then kicked a building, causing a brick to fall off the roof.

After one minute passed, Falcon, Spidey and Black Widow's Hulkbuster suits finally started to work again. "Alright! We rebooted in time!" Widow said. "Now let's give Hulk and She-Hulk a helping hand."

"Damn right we are!" Falcon said, getting ready to battle again.

"Let's go!" Spidey said, zooming past Skaar, pounding Red Hulk on the head. "Hey, Red! It's payback time!" he then decided to use a cross arm breaker, to stun him a little bit. "Hey, She-Hulk! Aren't you gonna join in?"

"Hello! I'm naked right now thanks to Skaar, standing here doing nothing but covering my entire body!" Shulkie complained.

"Oh, great!" he flopped roughly. "Now, I'll have to...wait!" Spidey went over to her, and then paced to think of something. "I got an idea."

She-Hulk raised her eyebrow wondering what it was. "What idea?" she asked.

"I'll use my webbing to cover you up so we can take down Red Hulk!" Spidey explained. He then used some webbing to cover her body. This time she was in a web-covered outfit that only showed her firm abs.

"Are you sure about this, Web-head?"

"I'm positive that it'll work." Spidey said, grabbing her hand and pulling her up. "And don't worry about me seeing your body, Shulkie." he reassured. "I won't get any bright ideas."

She-Hulk zoomed her face into his, even if it was covered by a helmet. "You'd better not! Otherwise I'll..." she then thought of what she'd do. "I'll give you a nice, warm hug when this is over."

Spidey blushed a little bit, but then put that fantasy out of his mind. "Sorry, I'm already taken." he confirmed.

"By the Black Widow?" Jen wondered, making Spidey wide-eyed about it.

"What?" Spidey asked, with shock. "Did Hulk already tell you about my relationship with her?"

"Yeah, he did." Jen replied. "But right now, let's take down Red!"

"Sounds good to me!" Spidey said, as he and She-Hulk went to give Red Hulk the beatdown of his life.

Widow got over to Hulk, who was down on his back when zapped him earlier. Falcon got ready to do battle with them, as did Widow.

"Hulk, are you up?" Widow asked.

Hulk got back on his feet. "Yeah, alive and smashing." he said.

"Good. Now give us a hand!" Widow requested. "We can still beat him." she pointed at the Hulk with the gladiator armor.

"Right!" Hulk said, planning things out. "Falcon, grab the sword and snatch it from Skaar!"

"Comin' right up!" Falcons aid, as he ran at Skaar, grabbed his sword as he jumped over him and kicked him in the back. "Now eat this!" Falcon said, punching Skaar in the jaw.

"My turn!" Hulk said, as he ran and grabbed Skaar, lifted him over his head as he jumped into the air, slammed him down, picked him up and threw him into the wall.

"Damn! That's some killer combos you got there Hulk." Falcon said.

"Yeah, I came up with that while I was in Vista Verde." Hulk said. "I tested it on Red and his two front teeth came flying out." the two laughed about it.

Widow kept dodging A-Bomb's attacks with some electric jolts, but even that could not penetrate his blue armor skin. She then kicked him in the side of the neck, chopped him in the arm. "Now to finish you off A-Bomb! And I know just how too." Widow said, as she grabbed A-Bomb, rolled him up into ball form and rolled him like a bowling ball toward Skaar. "Heads up boys!"

"Way ahead of you, Widow!" Hulk turned Skaar around, and the two collided into each other.

"Woo! Now that was a perfect strike!" Falcon said, as Widow bowed to them. The then fell unconscious. "And it's looks like Mesmero lost his hold on them."

"I hope so, because a brainwashed Hulk is a dangerous one." Widow said. "No offense, Hulk."

"None taken." Hulk said, relieving her of any trouble from him. "Two down, one more to go!"

Spider-Man and She-Hulk kept on going at Red, who was trying to blast them, but then his blasters ran out of energy. He put them on his back again and decided to fight hand to hand. "She-Hulk, double team maneuvers!" Spidey called.

"Works for me!" Shulkie responded, as the two of them punched him in the eyes. Spidey then chopped him on the shoulder traps, and then gave him the double ear clap.

"Superkick!" Spidey and Shulkie both did a superkick to his chin. "Punch him in the gut!" She-Hulk did just that, hitting him really hard. "And throw up!" Shulkie threw him up into the air really high.

"I hope you come up with something awesome to finish him off!" She-Hulk hoped.

"Yeah, you get to drop him on his head after I beat him down with my special move." Spidey whispered it into Shulkie's ear, and she had a surprised smile on her face.

"That I gotta see for myself!" Shulkie said, then looked up seeing Red Hulk getting ready to fall. "Anyway, here we go!"

"Now's my cue!" Spidey then decided to use the move he made at S.H.I.E.L.D. Academy. "MAXIMUM SPIDER!" he shouted, as he back flipped, kicked Red Hulk in the head, lands jumps into the air to punch him flips to the other side to kick him again, punches him in the knees and Red Hulk drops, until Spidye punched him in the ribs. "Now Shulkie!" he instructed.

(A/N: I saw Spider-Man use that move in Marvel Vs Capcom. It's a really good move if you are looking to defeat your opponent if you played the game. I haven't yet. I hope to get a copy of it for Christmas.)

"Alright Red, next stop for you, Suplex City!" Shulkie said, doing a belly to back suplex on the crimson raging beast knocking him out. "And the crowd goes wild!" she said, giving a high five to Spidey.

"Great combo, Spider-Man!" Hulk said, congratulating the webhead.

"Thanks, Hulk!" Spidey said, giving him the thumbs up. "Let's take 'em back to Avengers Tower and regroup while they're still unconscious." he ordered. "I have a feeling that Mesmero is planning something big besides the body swaps and brainwashing." The lot of them picked them up and flew off to Avengers Tower. Little did they know, a man with short groomed hair and a mask with goggles over the eyes was watching them. He also had a metal arm with a red star on the shoulder.

(Song Ends)

Later, the bodyswapped Spiders, Falcon, Hulk and She-Hulk brought A-Bomb, Red Hulk and Skarr to the Avengers Tower. Spidey went over with Natasha to the room she had in the building, they decided to go in together after they got out of their Hulkbuster armor suits. Both of the Spiders ended up sweating as they entered the Black Widow's bedroom in Avengers Tower.

"Man, that was brutal." Spidey said, wiping the sweat off his forehead while he grabbed a towel. "Fighting bad guys with huge boobs on your chest can have an effect on in any sort of way."

"Now you know what it's like, Peter." Natasha said. "Being a woman is not as easy as it looks."

He then got a sneaky smile, "Actually, I sometimes thing outside the box, Natasha." he said, as he began to take off the sports bra, exposing the firm, soft bosom that was attached to him.

Natasha freaked out a little bit, "What are you doing?" she demanded to know.

"Taking off your sports bra." Peter replied, feeling a little nervous. "Like you said before, they need to breathe."

Natasha then flicked him in the forehead. "That's not what I meant, you goofball." she pouted, and stuck her lower lip up in anger, which Peter found attractive.

"Aw, Natty, you're still sexy when you pout." Peter said, and Natsha turned her head around feeling stunned by the comment. It actually made her blush.

"Are you flirting with me, with my own body?" she wondered, raising her eyebrow.

"Yeah, why do you ask?" Peter asked back to her. "You do that to me all the time. I thought I'd return the favor since I'm in your body."

Natasha then slapped him upside the face for the second time today, and had a dismissive look on her face as she pointed at his face "You listen here, young man!" she started off. "Nobody does the flirting but me! And if you're turning the tables on me like that, you've got another thing coming!" she stated a little too roughly. She then folded her arms, pouting again.

"Wow, sorry!" he said, feeling down.

Widow then grabbed his shoulders aggressively. "And shame on you, Peter Parker!" she had an angry look on her face, but then she got a seductive boyish smile. "For not doing this!" Natasha kissed Peter on the lips deeply, causing him to shut his eyes as they made out and went onto Natasha's bed. He also groped her in the butt, and she did the same thing to him.

Peter had a dumbfounded look on his face, but then he realized what she was doing. "Oh, I get it now. Kissing me while I was topless?" he asked.

"That, and groping each other in the ass." Widow replied to her boyfriend.

Just then, Peter brought up a different subject. "Speaking of which, you got a very awesome ass." he commented about her rear. "By looking at your body in the mirror earlier today, I can tell that you do squats. It's probably the same size as Thor's biceps."

Natasha smiled and blushed a very bright red. "I'm glad you liked it." she said, charmingly. "But sometimes I hated that my body always attracted assholes because of my looks."

"Aw, c'mon, Nat. You're more than beautiful on the outside, you're beautiful on the inside too." Peter said, surprising her. "You're also resourceful, smart, skilled and capable of anything besides being beautiful at all."

Natasha had a brightened smile on her face. "Yeah, well so are you, handsome." the two resumed kissing and turning over on her bed.

Falcon knocked on the door to Natasha's quarters. "Sorry for disturbing you two, but the other Hulks are waking up." he said, as they heard him.

"Coming Falcon!" Widow said in unison, as her and Spidey went over to get their outfits on.

"Oh, well, might as well put the sports bra back on." Spidey said, but Widow put her hand on his shoulder.

"Just leave it off." Natasha said, advising him not to. "You already got sweat on it so you might as well go braless this time."

Peter then was shocked by this saying. "Have you ever gone on a mission without your bra?"

"I have before."

"I see." Peter said. "That line's kinda cheesy and cliche every time I said that. Is it?" he said, placing eye shadow on his feminine face.

"Yeah, it is." Natasha said. "At least my booty is still intact." she then felt shocked to see Spidey making her body doll itself up. "And are you wearing my large hoop earrings and makeup?" she asked.

"Uh, busted?" Peter said in a nervous manner.

"Fine!" Widow said, feeling like there was no time for him to get rid of it. "Leave it as it is! Now let's go!" she said, getting Spider-Man's costume on, and switched it over to red and blue costume, and only showed the mouth.

"Yes, ma'am!" Peter said, saluting her as he got on Black Widow's outfit. But the one he chose was her S.H.I.E.L.D. Uniform.

In the living room of the tower, Hulk and She-Hulk (who was now dressed in a purple and white leotard, white gloves and purple boots) were looking over their fellow S.M.A.S. , A-Bomb opened up his eyes which were gold, Skaar opened his now pupilled eyes, they were green like Hulk and She-Hulk. Red Hulk was last to do so, his eyes were yellow, and all three of them woke up feeling a little pain in their heads.

(A/N: I'm using the outfit Shulkie had in the main Marvel continuity before. But, I'm also using the body she had in issue 8 of her 2004 comic book run.)

"They're coming around." Hulk said, getting a good look at them. "I bet they're suffering a splitting headache from Mesmero's mind control."

"No kidding, big guy." A-Bomb said, waking up. "I could use an aspirin right now. And some grub too."

"Skaar not feel so good." Skaar said, rubbing his head

"Me neither! And I'm in a really, really bad mood!" Red Hulk said, in his usual grumpy toned voice. He then turned his attention over to the two other S.M.A.S. . "Alright, Greenie and Shulkie, would you two lunkheads explain to us what in the Sam Hill is going on here?!" he demanded.

"That's what I wanna know too." A-Bomb added, feeling the sharp pain in his head. "OW, my head hurts so bad, I can't even remember what happened or think straight."

"Skaar no remember too."

"Mesmero did this to you earlier." Hulk explained everything. "He made you attack us from behind while you were under his influence."

She-Hulk decided to continue. "And to make matters even worse than they already are, he kidnapped Devil Dinosaur when that happened!" she informed them.

A-Bomb gasped in horror. "D.D., no!" he said. "That's really fucked up that Mesmero kidnapped our pet dinosaur!"

"More like dinonapped to me." Skaar corrected.

"If Mesmero is plannin' to hypnotize Devil Dinosaur, I'll smash and kill him with my bare hands!" Red shouted with disdain.

"It's not that simple, Red." Spidey said. "He could be anywhere by now."

A-Bomb, Red and Skaar were a little bit weirded out by what they saw. Skaar snickered a little bit, Red laughed about it, as did A-Bomb before he said, "Whoa! Spidey, you and the Black Widow look extremely weird today. Spidey pulling up his mask to uncover his mouth and Black Widow with her hair in a ponytail wearing large hoop earrings and makeup. What happened to you guys?" he asked. But then he put two and two together. "Wait a minute, did Mesmero get to you guys too?"

"Yeah." Spidey said.

"He made us switch bodies." the spiders said in unison.

"WHAT?!" A-Bomb exclaimed.

"Yep, Mesmero did that to us." Spidey said. "Thanks to him, I'm in her body and she's in mine."

Widow added to it, "He did that to get revenge on Spidey for beating him several times."

"Actually, three times." the wall-climber corrected.

"Right." Widow said, standing corrected.

Hulk was a little stunned to hear that. "Mesmero? The same guy who pulled a brain swap with me and Spider-Man?" he asked.

"Yeah, I'm surprised that you remember the guy who toyed with your mind and...well you know the rest." Spidey stated.

"And he's also done the same thing to you but now only three times in a row." Widow pointed out to the web-head, wounding him emotionally. "Now we all know is that there's more to what he's up to and I have a weird feeling that he's not alone on this job."

Then the alarm went off out of nowhere. "Red alert, red alert!" F.R.I.D.A.Y. said. "Incoming transmission from the S.H.I.E.L.D. Triskellion!"

"More trouble?" Spidey asked, complaining about it. "I wonder what Fury wants this time."

The holo-screen showed a picture of Red Skull surrounded by the Avengers, who were all pupilless. They included Captain America along with a man in a red and gold armor suit, a man with long blond hair dressed in a Viking helmet with armor and a cap holding a hammer, a man with a black and purple outfit that had a quiver behind him. These three were Tony Stark/the Invincible Iron Man, Thor Odinson and Clinton Francis Barton/Hawkeye. And they were on a different part of the Triskellion. "Greetings everyone. I am Johann Schmidt, zhe Red Skull, leader of HYDRA." the lens moved out to show they were on the roof.

"Red Skull AND the Avengers? All on the same roof of the Triskellion?" Spidey asked with shock, as he also felt stumped.

Widow slammed her fist on the console. "What have you done to them, Red Skull?!" she demanded an answer from the tyrant. "And let me guess, you had the Avengers and everyone on the Triskellion brainwashed?"

"Yes, but I did so with zhe help of the villain who's responsible for zhe two of you being like zhis." he showed Mesmero with him in an unlikely alliance.

"Indeed, it was yours truly!" Mesmero said, boasting about himself.

"MESMERO!" the two spiders said in unison.

Red Hulk got angry towards Mesmero. "So you and HYDRA brainwashed the three of us and dinonapped our pet dinosaur!" he shouted.

"That's right you red skinned imbecile! All according to our plan!" said a voice which revealed a man with a black and orange outfit and a very big head. And with him was Yelena Belova and a monstrous man who had the same body mass as Hulk, only he had scales. These were Samuel Sterns/The Leader and Emil Blonski/Abomination. Hulk had been enemies with these guys for years and there was no doubt in his mind they wanted some payback. Doctor Octopus was their too, which made Spider-Man even more mad.

"Leader, Abomination!" Hulk said, feeling surprised and mad.

"Yelena Belova!" Widow said, bitterly.

"Dock Ock!" Spidey said, sourly. "You did say that you were taking over the Triskellion, didn't you?"

"Why yes indeed, Spider-Man. So let's just say that I told you so." Ock said, gloating in a dry manner. He then showed Nick Fury being held by restraints, and unconscious. "Not only have we proceeded a hostile takeover by holding Nick Fury hostage and brainwashing the Avengers, these teenage superheroes you call the Web-Warriors and one of S.H.I.E.L.D.'s top agents, with the help of Red Skull, and not that incompetent Arnim Zola, I reformed the Sinister 6 and transformed Curt Connors back into the Lizard!" he showed that the Web-Warriors were also pupilless, denoting that Mesmero got to them too, which made Spider-Man even more angry.

"Doc Connors!" he slammed his fist on the console in a fit of rage. "ALRIGHT THAT'S FUCKING IT! YOU'RE GONNA GET IT WHEN WE STOP YOU AND SAVE THE OTHERS!" he breathed in and out, trying to calm himself down.

"Ve're counting on it, Spider-Man. That is if you are vearing high heels, "Natasha!"" Yelena taunted, making both spiders angry again.

"Okay, now I'm taking that insult personally, YOU BITCH!" Spidey yelled.

"Me too!" Widow agreed with Spidey's yelling as she shut the screen off. "So Spidey, what's your plan?"

"We head to the Triskellion, kick some bad guy ass, save everyone and force Mesmero to switch us back to normal!" Spider-Man said, relaying his plan to the Agents Of S.M.A.S.H. and the other Avenger.

"And smash anyone who get's in our way!" Hulk said, punching his palm to crack his knuckles.

"Damn right!" Spidey said, feeling a different kind of fire in him.

"It's a good thing I'm bringin' the big guns!" Red Hulk said.

"Skaar ready to slash!" Skaar said, getting his sword out.

"Good!" Spidey said. "So let's go!"

"AVENGERS ASSEMBLE!" Spidey, Widow, Hulk, Falcon, A-Bomb, Skaar, Red Hulk and She-Hulk said in unison, as they all dashed to the Quinjet and bolted over to the Triskellion.

Elsewhere, Scarlet Spider showed MJ, Harry, Norman, Rio, Miles and Billy the loft he owned in the city. The lot of them saw Mesmero's threat on the TV, due to a way of connecting to S.H.I.E.L.D.'s wireless chat server.

"Now, you see why I brought you guys together." Scarlet said. "Spider-Man cannot handle this alone. If he does, he's dead."

MJ was horrified to notice this. "HYDRA and the villains, mainly Peter's arch enemies have taken over the Triskellion."

"That's about right, MJ." Harry said.

"Speaking of Peter, was he not aware that we found out about his relationship with Natasha Romanoff, the Black Widow?" Miles asked. "It's weird to see him date a woman who's in her late 20's and early 30's." the all looked at him with confusion, while his mother looked dismissive. "What? I'm just sayin'!"

"And they turned my dad into the Lizard again." Billy said, feeling sad. MJ Stroked his head.

"Well, Miles, no." Scarlet said. "He only trusted me, Iceman and Firestar of the X-Men with their secret, as well as Phillip Coulson's team, Ant-Man, Cap, Hulk and Wolverine."

The lot of them did not know that he allied himself with Mutants. Norman however felt intrigued. "Well, it's a good think you were able to keep tabs on the young man." Norman said. "I rather find the relationship between the two to be rather strange though."

Scarlet had his eyebrow raised under them mask, "And, Billy, don't worry. We're gonna save your dad." Scarlet reassured.

"Really?" Billy asked.

"Yes."

"Anyhow, we're just gonna finish the final touches of my American Son outfit." Harry said. "We'll be good to go when it's ready."

"Awesome work, Osborn." Scarlet Spider said. "MJ, get your Symbiote out. Miles, get into your costume." he ordered. "We're head over to the Triskellion, help out Spider-Man, Black Widow, Falcon, Hulk and the others in any way we can. And probably, just probably send Mesmero to a prison called...The Tomb."

They all did not hear of any thing like that before. "The Tomb?" MJ asked. "I never heard of a prison like that before."

"Me neither, Mary Jane." Rio said. "Even if we did, it's rare that a prison called The Tomb ever existed in the world."

"Judging by the sound of it, I wouldn't wanna go there myself." Miles replied, getting into his outfit. It was a black outfit with red cobwebs on the mas and a red spider logo on his chest. The fingers of his costume were red also.

"All that aside, we gotta hurry up and help Peter and the other's fight off HYDRA. We're short on time!" Scarlet ordered. Mary Jane's eyes began to glow red, and then the Carnage Symbiote oozed out of her back and wrapped itself around her. And thus, Mary Jane Watson was now Spider-Woman. "Uh, MJ, do you think you could show your hair, and make it a little bit wild?" Scarlet asked.

"Sure." Spider-Woman replied, altering her outfit a little more, this time it showed a wild version of her red hairdo. The three other Spiders went off to the Triskellion to help out Spidey, Widow, Falcon, Hulk and the other Agents Of S.M.A.S.H.

'Hang in there, little bro.' Scarlet Spider thought. 'Help is on it's way!'

To Be Continued...

Well, there you have it folks. Chapter 9 is officially complete. Also that part about Black Widow switching bodies with the Hulk, that happened in Avengers Assemble Season 2, episode 8 "Head To Head". I found it to be a really hilarious episode. Plus, I hope you all have a Merry Christmas. Happy Holidays from me and ERoc901 Tha Clean Up Man and last but not least UltimateWarriorFan4Ever.

Stay tuned for Chapter 10: The Spider Switch - Part 2! Spider-Man and Black Widow are still in each other's bodies. The two joined up with Falcon, Hulk and She-Hulk to stop Mesmero and free the Avengers, Agents Of S.M.A.S.H. and the Web-Warriors. And if that's not enough, Kaitlyn Rogers, who is now calling herself the Astonishing Arachnid has joined up with Phil Coulson's team to take down Yelena Belova who is back for revenge. Will The Spiders, the Smashers, Falcon and Arachnid free them all? And what will Scarlet Spider do for the Web-Warriors? Find out next time!

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