What A Strange Web We Weave!

by WOLFWATCHER12

My very first crossover between Ultimate Spider-Man and Avengers Assemble. AU: An old enemy of Spidey is out for revenge, but he does not know who. So, he must work with Black Widow to solve this case. But, he is also starting to have a relationship with her. Will it work out? SpideyxWidow! Plus OC's. Read, Review and Follow! Rated M for content and language.

11. Arcade's Revenge!

Hiya folks. If you liked the first 10 chapters, you'll love this one. Chapter 11 has Spidey and Widow going out to dinner but it's interrupted when Arcade sends robot duplicates of various different villains to capture them. The Spiders soon find themselves captured, but they find out that...the X-Men got captured too. So it's up to the Spiders to overcome Arcade's traps, fight their way out, help the X-Men and defeat the villains before it's too late. Can the Spiders save the coolest mutant crusaders in the known universe and topple Arcade all at once? It's up to you to find out! On a side note, I know the X-Men never appeared in the Ultimate Spider-Man cartoon or Hulk And The Agents Of S.M.A.S.H., but they were mentioned by Star-Lord in an episode of Ultimate Spider-Man where Spidey is introduced to the Guardians Of The Galaxy. I also wanted to name this chapter after the video game of the same name. But enough idle-chitter-chatter-goss-tatter-jibber-talk, let's get it on!

---

Disclaimer: Same as before. I also do not own X-Men or any of the cartoons it spawned. All rights go to Marvel, Fox and Stan Lee.

---

Chapter 11: Arcade's Revenge!

A few days passed since Doctor Octopus, Red Skull and Mesmero took over the Triskellion, made Spider-Man and Black Widow switch bodies, same for Hulk and She-Hulk and made the Triskellion wrecked even more than ever. While it's being repaired, Iron Fist, Power Man, Nova, White Tiger, Squirrel Girl, Cloak, Dagger, Agent Venom, American Son, Spider-Woman, Kid Arachnid, Ka-Zar, Zabu and Iron Spider are all staying in the loft owned by Scarlet Spider, and they have a new member in Katlyn Rogers/The Astonishing Arachnid, who just so happens to be Captain America's biological daughter. Mesmero was arrested and taken to a new prison called 'The Tomb' and Doc Ock was nearly beaten till he was dead by Iron Patriot, that is until America Son stopped his dad from killing Ock. Plus, the Avengers approved of Spidey and Widow's relationship, as did the Web-Warriors and the Agents Of S.M.A.S.H.. And Squirrel Girl, She-Hulk and Dagger think that Spidey was handsome with the mask off. Right now, we see Peter and Natasha at the Parker Residence getting ready for a date they were going out on. Peter was dressed in a suit with a navy colored neck-tie, black jacket, business shoes and his hair was gelled while he was standing by the staircase.

(How You Like Me Now by The Heavy plays)

"Nat, are you ready?" he asked. "I know you've been in my room for an hour, but I'm anxiously ready to take you out on a date."

"Just be patient, dear." Natasha said back to him. "I'm coming out right now."

"Okay, let me recount over the events during my partnership/romantic relationship with Natasha Romanoff, the deadly Black Widow from the Avengers. We took down Shocker, I took her over to my house where she learned my identity as your Friendly-Neighborhood Ultimate Spider-Man, we kicked Deadpool's ass with my team (Power Man, Iron Fist, Nova and White Tiger), I saw her butt-naked when I barged into my bedroom, we had our first kiss before we went to bed, teamed up with Phil Coulson and his team of S.H.I.E.L.D. Agents to take down Yelena Belova and a former S.H.I.E.L.D. Agent gone rogue Grant Ward where Leo Fitz and Jemma Simmons gave me an upgrade for my costume and Nat and I decided to start a relationship after we revealed our feelings for each other by the way, retrieved my web fluid formula from Hammerhead and Tombstone with the help of Iceman, Firestar and the mysterious Scarlet Spider, bashed Terrax with Nova (again), the Guardians Of The Galaxy, Silver Surfer, Adam Warlock and Quasar, got turned into werewolves on our rescue mission to save Captain America and Hulk who also got turned into a werewolf and a giant were-lion in Transylvania by Nightshade and Red Skull which resulted in Natasha's boobs growing into a triple C cup size, had my body possessed by Doctor Octopus when he used and Octobot to take control of my brain and do evil things with my body to cause senseless destruction in New York in order to destroy my reputation and ruin my life but Black Widow, the others and Ant-Man saved my life and finally in a weird way, Natasha and I had a Freaky Friday when Mesmero used his mind manipulation powers to make us switch bodies, and he did the same thing to Hulk and his cousin She-Hulk, but we whooped every bad guy butt and forced Mesmero to reverse the bodyswap before he was sent to a new super villain prison called The Tomb. Not to mention that the Avengers, Agents Of S.M.A.S.H., Scarlet Spider and my team found out about my relationship with Black Widow when we kissed in front of them and agreed to keep it a secret Nick Fury. If Fury ever finds out that Natasha Romanoff and I fell in love, it'll be on hell of a disaster for the both of us." Peter said, breaking the fourth wall.

"Okay, I'm ready." Natasha said, as she walked down the stairs, wearing a very attractive black party dress that showed a lot of cleavage. She had a pair of black stilettos, diamond earrings and had her hair in a bun.

Peter had his breath taken away by the sight of her. "Whoa! I gotta say Nat, you look very stunning tonight." Peter said, as he kissed Natasha on her hand.

"You too, handsome." Natasha said back, as she giggled with delight. "Except for the fact that you're wearing Chuck Taylor shoes with your suit." she pointed to her boyfriends feet.

"Hey, I can't help it." Peter responded. "It kinda grew on me."

"Fair enough."

Peter opened up the door. "So, shall we?"

"Da. davay poveselimsya." the two of them went out the door, with Peter locking it behind him as they got into the car and went out for their date.

(A/N: Da. davay poveselimsya mean's Yes. Let's have some fun in Russian.)

---

Later, the two enjoyed a nice dinner down at a restaurant called Blue Hill. Peter sat in front of Natasha, as the both of them had spaghetti, a meatball fell into Natasha's cleavage, as she looked down, she picked it out of there and ate it. Peter was bug-eyed when he saw that and felt his heart beat rapidly like a kangaroo gone mad once again and his nose started to bleed, but he wiped it clean. Natasha then got another noodle in her mouth, started sucking it in, but it brought Peter closer to her and it made them kiss on the lips. Peter replied to it full of passion. Next, they saw a stage show being preformed and the laughed, cried and gasped in suspense at it. After the show ended, the two stepped out of the theater, with Peter holding Natasha's hand.

(A/N: Blue Hill is the restaurant where Peter went on a date he had with Carol Danvers in Ms. Marvel Vol. 2 Issue 47 for those of you that are new to this.)

"So, Nat, how was dinner and a show?" Peter asked.

"I enjoyed it." Natasha replied with a kiss on Peter's cheek.

"I'm glad that you did." Peter said, feeling happy. "So, what do you say we..." just then, Peter stopped walking when he felt a tingling in his head.

(Song Ends)

"What is it?" Natasha asked. "Is it your Spider-Sense tingling?"

"Yeah, trouble." Peter said, as he got a look at a few cars being thrown around into a few buildings by a man with fur over his shoulders dressed in a brown and gold outfit and short wild blonde hair along with a what looked like a Japanese woman with really long fingernails and a man with platinum blonde hair in a ponytail dressed in a red and silver armor suit and the Omega symbol on his forehead. "Whoa!" Peter said with shock. "It's Victor Creed, Yuriko Oyama and Arkady Rossovich. Or as their villain names are, Sabretooth, Lady Deathstrike and Omega Red! They're some of Wolverine's arch enemies!"

"And three of S.H.I.E.L.D.'s most wanted criminals who are extremely dangerous!" Natasha added while she felt puzzled. "What are they doing here, besides disrupting our date?" she wondered.

"Causing a rampage in the city! I think they're after Wolverine again!" Peter and Natasha started running toward an alleyway to get into their costumes.

"Well, we can't stand by and let them do what they want!" Natasha declared. "We gotta stop them right now!"

"Yeah!" Peter agreed as he got into his Spider-Man costume quickly, by pressing a new gadget on his communicator. "It's a good thing my communicator can change me in and out of my costume, thanks to that upgrade Fitz and Simmons gave me back when we fought that Grant Ward guy."

(A/N: See chapter 4: The Hunt For Belova and Ward to hear about the upgrade. There is another upgrade coming soon.)

"Hun, you're not the only one who can do that." Natasha said, getting into her Black Widow outfit. She took her dress off and her costume appeared out of nowhere. "I can do that too."

"That's good enough for me." Spidey said. "Now let's go!"

Sabretooth began throwing another car around to try and find who he, Omega Red and Lady Deathstrike were looking for. But so far, all they found was no sign of him. However, Sabretooth got a whiff of something., "Logan's here!" he shouted to the others. "I can smell him a mile away!"

"Not even close, Mr. Sabretooth Tiger for brains!" a voice said from behind him. "BANZAI!" Spider-Man came flying at the villain with an uppercut to the jaw, knocking him back with Black Widow boosting it with a kick to the chest.

"What?" Sabretooth said, as he shook the pain off.

He saw Spider-Man and Black Widow standing in front him and the other villains. "Wow! Your face feels like rust!" he stated, tauntingly. "Did you forget to take your fiber again?"

Sabretooth put everything together. "Hey, I remember you!" he said. "You're that Spider-Boy who teamed up with Wolverine! Aren't ya?"

"Yup!" Spidey responded. "I'm pleasently surprised that you remember me!"

Lady Deathstrike readied her claws, waiting to gouge the web-head. "Then anyone who is friends with that Gaijin who brought dishonor upon me and my family will suffer and die!" she said with rage.

(A/N: Gaijin means outsider in Japanese. I was able to translate that when I watched Kamen Rider.)

"Whoa!" Spidey freaked. "And I thought I had too many arch enemies!"

"Me too Spidey!" Widow added. "That's always the annoying part about being a superhero!"

Omega Red got his weaponry out, and was about to aim at Black Widow. "Not as much of an annoyance as you are, Black Widow!" he insulted. "Beu we will crush you! Either way, we shall show you no mercy!"

"O, ya tryasus' v botinkakh." Widow said, sarcastically in her native language.

Spidey did not understand what his girlfriend said, yet said, "I'm gonna have to find a way to get my costume to translate every language from around the world. Especially Russian." to himself.

(A/N: O, ya tryasus' v botinkakh means 'Ooh, I'm shaking in my boots.' in Russian.)

Sabertooth decided he had enough of all this yammering about. "I'm done talkin'!" he declared, readying his claws for an attack. "Let's rip 'em to shreds!"

"Da, comrade!" replied Omega Red. "We must crush them now!" Omega got his whips out and Lady Deathstrike kept her claws out.

Spider-Man got ready to fight the three villains, as did Black Widow. "Got your glow sticks?

"Oh yeah." Widow said, with determination and seduction as she got her glowing batons out from behind.

"Alright, let's go!" Spidey said, agreeing with his girlfriend.

"Way ahead of you, sweetie." Widow said, charging at the villains with Spidey, and the battle starts.

(Bring Da Ruckus by Wu-Tang Clan plays)

Spidey delivered a flying forearm to Omega Red, only for the villain to hit him back with a spinning kick to the side of the face. While Sabretooth kept waving his claws at our wall-climbing while Black Widow was using her batons on Lady Deathstrike. The web-slinger was outnumbered by the two villains.

"Hey, what the hell is this shit!? A two for one sale!?" Spidey complained.

Omega Red scoffed at the web-head. "Ha! More like a double header from hell!" he taunted as he delivered a little shot to Spidey.

Sabretooth scratched Spider-Man in the back a bit too hard, and then kicked him in the back of the knees knocking him to the ground. "Alrighty, bug boy!" he said, aiming his claws at him. "Y'think you can fight off the two of us before you get squashed like the bug you are!?" he asked trying to discourage him.

"Hey, I fought against the Sinister 6 and Sinister 7 before. So this won't be any different!" Spidey got out of Omega Red's grip, grabbed the cables, pulled on them to swing him around until he made Omega Red hit Sabretooth. "See what I mean, fellas?" he quipped.

The two villains got up to their feet again. "Don't get cocky, kiddo!" the villain with the fur warned. "I'm gonna get even with you after the last time I tried to kill ya! Wolverine won't be savin' your stinkin' skin!" he declared before lunging at him again.

"Dude, are you serious!? I just bathed about a few hours ago!" Spidey ranted in anger at Sabretooth before turning his attention to the Russian villain. "And you Omega Red, are you really that obsessive about killing Wolverine too or are you only jealous that the deadly Black Widow has a better looking body of Russia than you?!" he taunted the villain while complimenting Natasha at the same time.

Omega was really annoyed by what he just heard. "Do you ever shut up!?"

"Uh, gee, let me think." Spidey continued to tease the villain. "How about...no!"

"Then I force you!" Omega launched his cables at him yet again, ensnaring him in a tangled-up mess.

"Fuck! He caught me!" he mumbled.

"Oh, I'll do more than that!" Omega Red confirmed, as he began electrocuting the web-slinger again this time wit medium voltage.

After it stopped, Spidey joked, "Boy talk about putting a shock to your system."

(A/N: That was a nod to Static Shock. I really miss that show.)

Widow kept on going at Lady Deathstrike with her batons, but as Lady Deathstrike countered the Russian Avenger's strikes, she resorted to tripping her to the ground. "It's going to take more than those pathetic glowing sticks of yours to get rid of me, Black Widow!" she taunted.

"Don't get ahead of yourself, bitch!" Widow countered as she kicked her in the belly and got back to her feet.

"Why you!" Lady Deathstrike flung herself at Black Widow, only for her to get grabbed in the arm, have it tied behind her back and get kicked. Black Widow and Lady Deathstrike then delivered a series of back and forth action until Natasha hit Yuriko in the face with her glowing batons which revealed half of a mechanized skull.

Widow was shocked to see this. "Whoa! You're a robot." she then began to put two and two together. "Spidey, we've been had! These three are just robots!"

"Robots, eh? So that would explain why Sabretooth's ugly face felt different when I kicked him or it in the face!" the web-slinger realized that fact. "Widow, charge up the juice in your batons! I got a new kind of webbing that'll pull all three of them together like a bungee cord!" he said, relaying the plan to his woman.

"Sounds good to me!" Widow responded, "Okay, now to crank it up a notch!"she declared, setting the voltage in her batons up to maximum power.

"Okay, here goes nothin'." Spidey mumbled to himself. He got ready to lay a bungee web mine sort of trap for the villainous robots. "Widow, now!"

"Brace yourself!" Widow slammed the Lady Deathstrike robot with the maximum voltage in her batons when she swung them a couple of baseball bats and the machine stepped onto the min and the webbing grabbed the Omega Red and Sabretooth robots, causing them to bungee bounce off of a lamp post. The electrical surge that got them was so massive, Spidey and Widow took cover behind a car. When the coast was clear, they stepped out from behind the car and the robots dropped to the ground.

"Guess that worked." Spidey said, taking bows in his mind. "I came up with that idea because I tested the glue webbing that holds like a bungee cord. And I'm also glad that I didn't forget to do that workout with you, either." he turned his attention to his pretty Russian lady.

Widow smiled seductively, but then regained her focus. "All that aside, who sent these robots out at a time like this?" she asked.

"Your guess is as good as mine, babe." Spidey said. He thought of a few suspects, one of which being the Fantastic Four's arch nemesis; Victor Von Doom/Dr. Doom, but then dismissed the very idea of it all. "I doubt Dr. Doom would..." Spidey stopped talking after Widow gasped. He saw her looking all bug-eyed. "Nat, what's wrong?"

She then felt something in her head. "Call me crazy, but somehow...I think I got Spider Sense tingling in my head."

Spider-Man was flabbergasted to hear his girlfriend say that. "WHAT!? H-H-How is that possible?" he wondered.

Natasha began thinking about it and then got the deduction. "It had to be Mesmero! I think there might have been a side effect from when he toyed with our minds and switched us into each other bodies." she summarized.

"Wow, no kidding. I'm surprised that there IS a side effect of Mesmero's powers giving you the same Spider Sense that I have." Spider-Man said, feeling like he and Widow had that in common. "Anyway we need to figure out who sent these robots to create an incident here in the Big Apple." he then got to look at wires and circuitry, and noticed that it was not Stark tech or S.H.I.E.L.D. either. "I'm betting that a lunatic who behaves like a spoiled child may have something to do with these metal heads."

Just then, the destroyed Lady Deathstrike robot's jaws opened up and a voice came out of the speaker saying, "You guessed it, Spider-Freak!" Spidey recognized the voice coming out of the destroyed robot. It was that a Mutant criminal he fought with Captain America and Wolverine, this was Arcade.

"Whoa! I DID guess right!" Spidey felt shocked to know that was indeed right. "Looks like my old pal Arcade is back on the scene!"

"Speaking of which, I read the file on that creep." Widow added. "During his stay at the Triskellion, he became mentally insane and warned us that he'll escape from S.H.I.E.L.D. custody."

"That's right my pretty!" Arcade's voice said, sadistically. "And as for you, web-head, it's payback time!" he laughed evilly through the speaker while he said it. "And this time, we're going to play a little game I have dubbed...ARCADE'S REVENGE!"

"This doesn't sound good." Spidey dreaded this day might come. Just then, the destroyed robots had one last trick up their sleeves, and began spreading a gas in front of our Spider heroes. "Ah! Knockout gas! I hate that kind of gas!" he ranted as he tried to filter the gas out, but failed.

The same thing happened to Widow to. "Unbelievable!" she said, before she dosed off, falling to the ground the same way her boyfriend did.

(Song Ends)

---

Elsewhere, Mysterio, Carnage and Harvey saw the whole thing and were greeted by Arcade on the video screen.

"Exemplary work, Arcade." Mysterio said. "You show promise to the three of us."

Arcade chuckled warmly. "Thank you, Mysterio." he said, wickedly. "I trust you find my method of capture to be to your liking?"

Carnage chuckled like a madman. "Yes. We do."

"But it would seem as though that the Spiders aren't the only ones you have apprehended, true?" Harvey asked.

"You catch on fast, Harv." Arcade stated as he chuckled again. "I do have other captives, and am keeping them occupied as I exact revenge on them for defeating me numerous times in the past!"

Mysterio mused at Arcade's antics. "I gotta admit, you sure know how to entertain a villain."

"I try." the villain said. "Anyway, better get back to my revenge."

"Excellent. Proceed, Mysterio out!" Mysterio said as he shut off his end of the communication. "Harvey, back to what you were doing."

"At once." 'Harvey' said, as he walked out of the room, went over to the coffee machine and took a sip of it after he sweetened it. 'I hope Spidey and Widow can get out of Arcade's trap and save the X-Men all at once. Otherwise, if Arcade succeeds, we're all dead.' he thought

---

Some time passed, Spider-Man and Black Widow opened up their eyes, and found themselves in some kind of carnival-looking place. It reminded Spidey of Coney Island, but done the very wrong way on so many levels. He groaned in pain, rubbing the back of his head and Widow did the same.

"Aw man. Not again." Spidey complained, as he got to his feet. "Arcade is definitely doing it again." he then went to Natasha and stuck his hand out to her to help her up. "Natasha, are you okay, babe?"

Natasha grabbed her boyfriend's hand and helped herself up to her feet. "Yeah, I'm fine." Natasha told him. "But God dammit, I'm starting to hate the same old crap."

"The bad guys using knockout gas on us so they drag us to their lair routine?"

"Yeah, that." Natasha said, answering the question.

Spidey nodded his head in agreement with his girlfriend. "That Arcade guy is getting on my freaking arachnid nerves!" Spidye ranted. "He thinks that everything is like a video game."

Widow then noticed that there was what looked like a health meter above her's and Spider-Man's heads. "I can see why." she said. "But for now, how about find a way out of here?"

Widow tried to find a window or a door, just before an image of Arcade could be seen in front of them. Of course, it was only an image of his head. "Sorry, but you're not going anywhere!" Arcade taunted evilly.

"You!" Spidey hissed bitterly.

"Not without me having a lot of fun at your expense!" he chuckled with a sinister manner.

Spidey noticed that Arcade looked a whole lot different somehow. "Looks like you've gotten a whole lot crazier than the last time we met!" Spidey pointed out to the carrot-topped villain. "As a matter of fact, your getting more and more childishly psychotic as the days go by! A spoiled, obnoxious, arrogant, bragging rich kid who has daddy and mental issues!" he insulted the villain again.

"Seiz the bug boy who's been shaking it up with the deadly Black Widow!" Arcade denoted his knowledge of their romantic relationship, making both of the spiders shocked and surprised at the same time. "It's not fucking fair that you got yourself a smoking hot babe like her for a girlfriend!" he said in a fit of jealousy.

"Oooh, someone is jealous and envious methinks." Spidey said, in Ye Olde English, making Widow raise an eyebrow and smirk.

Arcade grunted in anger with green steam coming out of his ears. "But no matter, I'll still have my fun when I get my revenge on you and Wolverine!" he cackled vilely, shocking them yet again.

"Wolverine?! You captured him again!?" Spider-Man demanded an answer from the carrot-topped villain.

"Yes, but no just Wolverine, I'v also captured the X-Men as well!" Arcade said. "And to make things interesting, I've placed them in very deadly traps!" It was true as a whole bunch of videos showed the proof. Arcade a a few members of a group of Mutant superheroes known as the X-Men trapped in separate places. The Spiders were shocked to the core when they saw this. Spider-Man shook his fist in anger and rage at this.

"The X-Men?!" he said, feeling mad. "Okay, now it's personal! You've gone too far this time!"

Widow was a little angry about this as well. No way was she about to let Arcade get away with killing on of the men who saved her when she was a child. "We'll find you and take you down Arcade!" she declared slamming her fist into her palm. "You're not gonna get away with this!" she threatened.

Arcade mused at the anger in Black Widow's eyes. "Ooh, I like it! That fire from your beautiful eyes really turns me on!" he said, venomously. "So with that said..." he then turned on a bunch of lights and out of nowhere popped a really big sign with several lights on it. "Welcome to Murderworld! Where Arcade's Revenge begins!" he laughed evilly until something got caught in his throat and began to cough.

Spidey was a little disgruntled by this, he also noticed that Arcade might be watching them and yet ogling Natasha's bust size. "Black Widow, if we're gonna kick that guys ass and turn him over to S.H.I.E.L.D., we need to find every member of the X-Men, team up with them and beat down every robot that gets in our way!" he stated.

"Sounds like one hell of a plan." Widow said, winking at Spidey. "Except that they might be anywhere in this 'Murderworld' as it's called." she got a look around the phony-baloney carnival they were in. "So where can we start?" The both of them began running down a wooden walkway that was right over a field of grass. Spidey and Widow stopped in front of what looked like an ordinary Fun House full of mirrors.

"Oh boy. The Fun House level." Spidey complained a little bit. "I'm betting that we'll be facing killer clown robots." he mumbled. "Sucks that there's no circus coming back any time soon." as the two started to run into the level tunnel.

"Y'know, Spidey, I should've told you that I was brainwashed by a criminal called the Ringmaster into joining his Circus of Crime, as were some of the Avengers, all except Falcon and Hawkeye." Widow explained what had happened before.

"What!? Really!?"

"Yep." Widow continued. "But thanks to Hawkeye's old student, Princess Python, we were saved."

"Fury gave her a second chance?" Spidey asked.

"Yep." answered Widow. "I still can't figure out why she helped out." she tried to wrap her mind about it, but instead focused on the task at hand.

---

Meanwhile, at Scarlet Spider's loft, Mary Jane was watching the news. Seeing what was happening and she looked frightened a little bit. Whitney Chang was showing the coverage.

"This is Whitney Chang, channel 3 news." she started off. "Just a few hours ago, Spider-Man and the Black Widow were seen fighting a trio of super villains who all looked a bit different from guys like Doctor Octopus or Mesmero or Juggernaut. A witness on the scene stated the following response."

The screen went to a witness who was there. "It was something to see, I tell ya!" the witness said. "Spidey and Widow were fighting against what looked like Omega Red, Sabretooth and Lady Deathstrike, who happen to be enemies of the X-Man, Wolverine!"

"Authorities are not sure what happened, but Spider-Man and Black Widow just simply vanished. As did Omega Red, Lady Deathstrike and Sabretooth, who apparently were just robotic duplicates."

"What!?" MJ said with fright. "Oh no. That's not good."

"Spider-Man, Black Widow, wherever you are, I hope you are okay. More as it happens." Whitney said as she signed off.

"What is it, MJ?" Miles asked as he and Rio walked over to the redhead.

"Spidey and Widow got captured by some robot duplicates of these guys named Omega Red, Lady Deathstrike and Sabretooth!"

Rio gasped in fright. "Oh my word!"

"Looks like Arcade is at it again."

Just then, they got a message on the monitor, it showed a blonde boy with tan skin. "Which is why I contacted you."

MJ, Rio and Miles were a little baffled as to who contacted them. "Who are you?" asked Miles.

"My name is Alex Summers, Havok." he said, introducing himself. "I'm with the X-Men. My brother is their leader Cyclops, and right now Arcade not only got my bro, but his wife and a few of the X-Men."

They all looked at each other. "That's not good." Rio said. "What should we do?"

"Hopefully, Spider-Man and Black Widow may try to save the X-Men and stop Arcade all at once." MJ said.

"I hope you're right about that one." Havok responded. "Right now, I gotta see if Dazzler is available for a future mission you Web-Warriors have."

"Got it, Havok." Miles said as the blonde X-Man signed out.

---

Spider-Man and Black Widow walked around the Fun House level to see if they could find Wolverine or any other member of the X-Men, like Iceman or Firestar. But so far, they were not able to find anything yet. But then the newly found Spider Sense started tingling in Black Widow's head, not just her boyfriend's head.

"Man, how you put up with the tingling of your Spider Sense is beyond me." Widow said to her lover.

"I wonder that myself sometime, Nat." Spidey seconded that emotion. But then the two Spiders refocused on saving the X-Men. They heard all sorts of strange sounds, one was a wolf howling, one an avalanche, a bird chirping and last but not least a sinister laughing. "That's weird. I'm starting to hear the echos of an evil clown laughing. I wonder, where did it come from?"

(Chicken Huntin' by Insane Clown Posse plays)

The Spiders decided to follow the laughing right to it's source and they found something very odd in the fun house. The Spider Sense in both their heads tingled again and saw a whole torpedo of water coming at them. "Look out!" Widow said, as she got Spider-Man out of the way of said torpedo while landing chest first on his face. She looked down and saw that. "Sorry about that, babycakes."

Spidey blushed under the mask and felt a little stiff under the costume. "It's...It's alright with me, gorgeous." he complimented making her blush as the two of them got up and kept going. "Whoa! Who shot that?"

"I did!" said a sinister voice, the Spiders saw a villain dressed in circus clothing and face paint with a sinister look on his face.

"Obnoxio the clown!?" Spidey said, with a hint fright.

"That's right, Spider-Man! In the flesh!" Obnoxio said with viciousness. Obnoxio was an evil clown that freaked A-Bomb out several times and he was also an enemy of the X-Men. He got out a Cuban cigar, smoked it like a gangster and then threw a Lemon Cream Pie right at our wall-climber, hitting him in the face.

"Aw c'mon!" Spidey complained. "Lemon Cream Pie? That's a waste of a good desert!" he pointed out.

Widow felt her head and found it wet. "He got water on my beautiful hair! I had it done!" she hissed.

Spider-Man wiped the desert off of his mask and felt anger towards the clown. "As payback, he's getting an electro web to the face!" he shot out the webline, but it did not connect as Obnoxio got out of the way. "Drat! I missed!"

"I recommend you don't miss again, hun." Widow suggested.

Obnoxio kept leaping from one spot to another and would not stay still as Spidey kept trying to shoot his web at him, while Widow used her gauntlets to try and sting him. "Ho ho ho! You got to be quicker than that you stupid Arachnids!" he taunted.

"Like this!?" Widow said as she ran at the spot where Obnoxio was perched up at and got him with her Widow's Sting.

"Ah, you got me!" Obnoxio held his shoulder, only to remove it showing mechanical parts that were buckling and sparking, making a cracking sound like a gun and then exploded. The Spiders covered their faces, to get out of the explosion range.

"Another robot?" wondered Spidey trying to wrap his finger around this. "Looks like Arcade is hellbent on making us take him seriously!"

"That guy's definitely got issues." Widow said, just as her and her boyfriend continued on and heard a growling sound like a savage animal getting ready to pounce on it's prey.

"Hey, I know that wolffish growl anywhere." Spider-Man instantly recognized who made that sound. "Wolverine! His growl came in this direction! C'mon Nat!" he instructed before the two ran in the direction the growl came from and there they saw Wolverine still in the blue and gold X-Men uniform fighting against more Obnoxio robots. "There he is! We found Wolverine and he's laying the smack down on a dozen of Obnoxio the Clown duplicates!" Spidey responded, but he was not alone. He was with a tall man whose skin looked like it was made of metal, he was in a red and gold X-Men uniform and had short black hair in the do of a flattop, a guy with short dark hair with blue skin, golden eyes, pointy ears a Demonic tail and was dressed in a red and black outfit with white gloves that covered all three fingers on each hand. "And I take it that they're members of the X-Men, Colossus and Nightcrawler?"

"Yeah." Widow answered and saw another one of them inside what looked like a shark tank. It was an African woman dressed in a white outfit that had a cape, and the outfit matched her hair. "And the one trapped in the shark tank is..."

"Storm, the woman who can control the very weather." Spidey guessed right. "Wolverine told me that she has the ability to make him heel like a dog whenever he gets violent towards everybody and talks some sense to him in a very reasonable way. Right?"

"Right. Now let's join in!" Widow declared with determination as she got her batons out and began to fight off a few of the robot Obnoxio's.

"Hey wait!" Spider-Man began to catch up with his girlfriend as he kicked, punched and suplexed his way through the Obnoxio duplicates. He then shot a web at the ones attacking the metal skinned man now called Colossus.

Colossus stomped a few of them into the ground and then saw the web that yanked one of the Obnoxio robots away. "Hey look, is that a spiderweb?" asked Colossus as he saw it.

"Ja." Nightcrawler responded, denoting that he saw it too. "Which means zhat...Arcade has also captured..." he tried to continued but was finished speaking by...

"Your friendly neighborhood Ultimate Spider-Man and Black Widow!" Spidey declared, making his entrance to the two Mutants.

Wolverine looked a little bit surprised, in a dry manner. "Oh, you two again?" he asked. "Why the flammin' hell am I not surprised?" as Spidey went over to help him fight off the Obnoxio's.

"Funny, I was about to say the same thing about you and the way you smell." he quipped, in a way. "I'm surprised that your lack of hygiene didn't kill these robots."

"Yeah, well let's just say that a certain weather goddess talked me into doin' somethin' about it!" Wolverine said as he slashed one of the robots with his Adamantium claws, and flung it across Spidey's head and into one of the Fun House walls.

"Wait. Did Storm convince you to take a shower and wear deodorant? Spidey snickered and clucked, followed by a laugh that was very loud. "That's hilarious!"

Under the cowl, Wolverine raised an eyebrow but then pointed one of his claws in a vulgar way at Spider-Man's neck. "Shut yer' fuckin' web-slingin' mouth, bub!" he demanded angrily. "I don't have time to play games or joke around!" next he shoved the claw he had pointed at Spidey's neck right into another Obnoxio robot slashing it's arm off. "We got a teammate to save before she's dead meat by these damn sharks!

"I know that! You think I don't know that you Party Pooper!?" he insulted the animal Mutant.

"Web-head!"

"Mangy wolf!"

"Spider crap!"

Wolverine and Spider-Man kept on insulting each other until Black Widow just couldn't stand it anymore. "Guys, would you please stop acting like children and keep fighting the Obnoxio duplicates!?" she shouted demandingly while Colossus and Nightcrawler went of to help her. Colossus stomped over to her while Nightcrawler teleported in a puff of smoke. "We still got Arcade to go after! And to tell you the truth, he's starting to give me the creeps." she said, feeling nervous at the thought of Arcade ogling her magnificent body.

Colossus threw some Obnoxio robots round like a whole bunch of trash bags going into the dumpster. "Da, I know what you mean, Black Widow!" Colossus said, in a dialect that Widow was familiar with. "He's been drooling over the women of the X-Men, especially Storm!" the Russian metal titan said pointing at the weather goddess.

Widow saw that Storm was nearly drowning. "How long is she gonna be trapped inside that shark tank?"

"Not for long!" Colossus responded. "Because those sharks have laser beams attached to their heads and Storm has limited air supply!"

Spider-Man was dumbfounded by the shoddy design Arcade put into making those things. "Sharks with laser beams attached to their heads? That creep has been watching James Bond/Austin Powers a lot!" he retorted, making Nightcrawler snicker a little bit. The least he could've used was ill tempered mutant sea bass with mutant powers or something!"

"Wrong web-head! It doesn't work that way!" Wolverine pointed out roughly. "Now shut up before I..." he heard some sort of alarm. "Aw, what the hell!"

"What is it?"

"Storm is startin' to lose air in her lungs!" Wolverine shout in a scruffy yet frantic manner. "If we don't act fast and sends these tin cans to the scrapyard, Storm will drown completely!"

"We're on it!" Spider-Man declared before perfecting his plan. "Black Widow, double team maneuvers now!"

"Gotcha!" Widow agreed as her and Spidey did their double team maneuvers on the Obnoxio robots. Colossus and Nightcrawler decided to do the same thing. When Wolverine joined in the three X-Men made it a triple team effort.

Inside the shark tank, Storm felt like she was losing consciousness, however she could see what was happening on the outside. "Dear Goddess! I have a feeling that I might not be able to hold my breath for much longer!" she thought. "I must resort to using my lightning bolts to make seafood out of these sharks!" Storm felt a another thing on her mind. "But if I do that, I'll be shocked as well! Oh well, it's now or never!" Storm summoned her lightning bolt attacks to electrocute the sharks, but in doing so she shocked herself until she lost consciousness.

Seeing this made Wolverine, Colossus and Nightcrawler scream in horror. "STORM!"

Wolverine started to get very mad, "That tears it!" he tossed one of the Obnoxio robots. "I'm done playin' with these tin-can clowns!" he got his claws at the ready and roared with anger. "BERSERKER BARRAGE!" he spun around in a side-stepping tornado and slashed through some of the robo-clowns with his eyes engulfed in rage.

Spider-Man looked on in surprise, amazement, fright and shock at the same time. "Looks like Wolverine has a special move of his own."

"So have I Spider-Man, watch this!" Colossus said, as his got read to do his special move. "Super Armor!" he shouted as he came at all the enemies without being staggered. "Power Tackle!" he then charged shoulder first into a whole platoon of the robo-clowns as he stomped around at them.

Spidey felt impressed by how Colossus took them down effortlessly. "Wow! That was awesome!" he said in excitement. "Looks like it's my turn!"

"Wrong web-head!" Wolverine interrupted. "We finish em off right flamin' now! You go left and I'll go right!" he ordered.

"Right!" Spidey said, but then felt a complaint coming on. "Hey, why am I..."

"BERSERKER RAGE!" Wolverine said as he began rapidly stabbing the robo-clowns with alternating claws.

"Aw, what the hell. Never mind." Spider-Man got ready to do his special move on the Obnoxio's as well. "Maximum Spider!" he vaulted forward and preformed several flying kicks at the Obnoxio robots repeatedly until they all collapsed while being ensnared in a series of webbing.

"Super Dive!" Colossus jumped and then did a head-first dive into some of the robots. "And for my finale, Giant Swing!" next he rushed forward, extended his arm, grabbed a robot by the legs, began swinging him around in a giant whirlwind as he rose up into the air and then tossed him into a whole bunch of Obnoxio robots.

"My turn!" Nightcrawler said, as he did his move. "Shadow Dance!" he kept teleporting forward, backward and above his oppoenets and took one with him to be launched at the other ones. Black Widow used her glowing batons and began to bash her way through a whole bunch of the robots while Spider-Man and Wolverine did a double team on another bunch of them. Next, Widow did a combination move with Nightcrawler to send a few of them flying across the room as Spider-Man used his webbing bullets to stick them to a wall.

"Guess that takes care of all of em." Wolverine said, feeling cocky.

Spider-Man then noticed something. "Eh, almost." he pointed at another group of Obnoxio's about to gang up on them.

"I got this one guys." Widow jumped in front of the Obnoxio's and began to use some kind of weapon inspired the Lightsaber from Star Wras and began slashing them all away while she did a few ballet spins and martial arts kicks and punches. Nightcrawler, Colossus and Wolverine were impressed, however Spider-Man noticed there was a Stark Industries logo on it.

(Song Ends)

"You used laser swords to take them all down!?" he shouted excitedly. "Cool! Why didn't I think of that?"

"Looks like I was a step ahead of you." Widow responded as they powered down. "Sorry hun, but I only get to use it once." she put them away. "I borrowed them from Stark without his permission." she openly admitted.

This shocked Spidey to the core. "You did WHAT!?" he shouted. "You know he'll be angry if he finds out that you stole from him." the web-head stated to his girlfriend.

"Not if I can help it." Widow retorted. "I can take him on."

"Without his armor, yes. With his armor, no." Spidey felt like he was trying to warn her.

"Everyone, come quick!" Colossus shouted causing the other heroes to rush over to him. "The sharks are out of commission, but so is Storm!" the lot of them noticed the sharks were indeed finished and Storm was about to drown.

Wolverine rush with a hesitant idea. "I'll get her out!" he said.

Spidey was shocked by this, "Are you nutso Wolverine!?" he shouted.

"Probably." Wolverine said as he jumped into the tank and swam over to save Storm.

In his thoughts, Spidey said, "Looks like those sharks are fish filet at the moment. It's a good thing Arcade didn't build a giant robotic catfish or salmon. Otherwise..."

Widow put her finger over Spider-Man's mask-covered lips to get him to stop talking. "Spider-Man, hush. Storm's not breathing." she said to him sternly as Wolverine grabbed Storm out of the shark tank, unconscious.

"Sorry." Spidey whispered

Wolverine brought to weather mutant over to the others, as Nightcrawler began his deduction. "Ororo has drowned. Logan, we need to preform CPR to save her!" the German Mutant responded to the amnesiac.

The two of them got her into position by placing her on her back. "Okay, I'll give her mouth to mouth while you get the water out of her, elf!" he ordered.

"Alright!" Nightcrawler began pressing down on her chest three times. "1,2,3! Go!"

Wolverine inhaled and he began to breathe air into the lungs of the weather manipulator. "C'mon, Ro! Don't leave us! And more importantly, don't leave me!" he begged her to wake up. As this happened Spidey wondered if Widow would do the same thing for him if he drowned.

"We must give it everything we got to save her, Logan!"

"We will, Kurt." Wolverine assured that they would save their teammate. "Alright, one more time." he instructed as they tried a second time, and after he breathed air into her lungs she opened her eyes and coughed the water out of her. "She's alright!" he said in relief.

"Whew! That was a close call." Spider-Man said, wiping some sweat from his head.

Widow did the same. "Yeah, what a relief."

Storm was helped up by Wolverine. "Are you alright, darlin'?" he asked.

"Yes." Storm answered. "Thank you." she smiled at the animal instinct mutant.

"You had us worried, Ororo." Colossus stated.

"Ja, Arcade's insanity nearly killed you when he had you trapped in zhat shark tank." Nightcrawler added.

Spider-Man went up and spoke, "Yeah, with laser beams attached to..." Wolverine had the nerve to stick his claws out at him to get him to be quiet.

"Can it, kid!" Wolverine barked only for Storm to put his arm down.

"No Wolverine, it's alright. He's correct about that." she said. "Speaking of which, are you the very same Spider-Man who switched bodies with him?" Storm asked.

"Yes." Spidey responded. "And need I say this again, that was the worst bodyswap experience I've had to suffer through!" he ranted. "Besides being bodyswapped with the Hulk and Loki, that is." adding to his point. "But I also swapped bodies with Black Widow, which is actually an improvement from the last three times."

Wolverine huffed in a bothered manner. "Count yourself lucky, kiddo."

Storm went over to the young man. "Spider-Man, I can relate to the same situation you had being bodyswapped with a villain." she said, solemnly. "Emma Frost did that and nearly destroyed the X-Men from within along with the Hellfire Club."

"Wow, that sucked, big time." Spidey felt like he made a friend who understood how he felt about bodyswitching. "All that aside, Arcade captured all of us to get revenge on us for the last time we survived his Murderworld and crashed his party."

In an odd way, Wolverine agreed with him. "Yeah, but he also wanted payback on the X-Men for doing the same thing we did with Captain Ameirca, remember." he said making Spidey a little miffed.

"How can I forget? We were there!" he pointed out.

Wolverine countered with a violent look on his face. "Don't start with me, webhead!"

"I didn't start it! You did!" Nightcrawler and Colossus looked at each other in bewilderment and wondered if they did that all the time when they would cross paths.

"Why you!" he got his claws out.

Natasha decided she had had enough of their argument and punched them both in the gut and had a really mean look on her face. "STOP IT RIGHT NO YOU TWO!" she shouted. "We don't have time for you two to be acting like rivals goddammit!" she took a few deep breaths to calm herself down.

"He started it!" he pointed at the animal of the X-Men.

"Then stop it!" Widow complained.

"Clam yourself Logan!" Storm urged Wolverine. "If were are to survive and reunite with the other X-Men, you and Spider-Man must put your differences aside so we can work together and end Arcade's madness!"

Nightcrawler and Colossus nodded their heads in favor of this. "Ja, my friend!" Nightcrawler place his arm around Spidey and they knucklebumped. "Spider-Man is our ally now!"

"And so are our comrades the Avengers because of your history with Captain America and Black Widow!" Colossus added.

"Logan, please. It's our only option to stop Arcade."

Wolverine snarled at first but went along with it anyway. "Fine. I'll do it." he walked back over to the wall-crawler and stuck out his hand. "Truce?"

"Truce." Spidey grabbed Wolverine's hand and shook it as he held on to it with a very strong grip. After they were done he felt ready to take the fight to Arcade. "Let's get to work."

But Nightcrawler spoke up, "Oh, allow me to introduce myself. My name is Kurt Wagner, but in zhe German Circus they called me the astounding Nightcrawler."

"Da, I am Piotr Rasputin, I also go by the name Colossus."

"And I am Ororo Monroe, but my friends call me Storm." they introduced themselves to Spider-Man. "I should also point out that I am an old friend of King T'Challa of Wakanda. You know him as the Black Panther."

Spidey was wide eyed in astonishment to hear that. "Whoa, didn't know that." he said.

"I seem to recall Vision mentioning you, Ororo." Widow said. "And by the way Logan, Hawkeye is still mad about the way you stabbed him in the leg. And so is his wife."

Wolverine wasn't moved. "Served him right for fucking me off." he remarked in a snarky mood. "And as for his wife, I wanna tell her I'm sorry for what I did to her husband. But I don't know how."

"I'm sure you'll find a way, my love." Storm reassured.

---

However, little did they know, Arcade was watching their every move. He was sitting up in his observation room, drinking a 2 liter bottle of soda and eating some popcorn.

"Hmm, so they managed to thwart my Obnoxio Clowns, eh?" he said, asking himself. "Well, let's see how they fare in the Doom Caves!" he pulled a lever and it opened a new tunnel in the room they were in.

"Hey, I think that's our way out." Widow said. "Let's head over there!" she ran towards the tunnel.

"You heard the lady, let's get to it!" Spider-Man added to Black Widow's order as the four of the X-Men did as they were instructed to do.

Arcade turned his attention over to another screen. "Now let's see if they can save that sexy and spicy Southern Belle: Rogue and that filthy-no-good swamp rat; Gambit from my versions of the Brotherhood Of Mutants!" he laughed evilly as he ogled Rogue's rear and rack. "Man, the X-Men have all the hotties!" he felt defeated about not getting a girlfriend like either Rogue or the other girls in the X-Men.

Just then, Mysterio popped up on the screen. "Arcade, how goes your plan?" he asked.

Arcade spat out his soda and turned his attention to the villain with a dome on his head. "Oh, uh...Mysterio, my plan is going smoothly. But it would seem as though Spider-Man and Black Widow have freed Wolverine, Colossus, Nightcrawler and Storm from the Fun House level!" he panicked.

Mysterio was baffled by what was said to him. "You captured the X-MEN!?" he asked while shouting. "Don't you think that Professor Xavier might catch on?!"

Arcade was hesitant to answer be replied, "I had not prepared for that eventuality, but rest assured they will fail to stop me!" he responded while Mysterio noticed something.

"One other thing, please stop gawking at Rogue's rear end and her bosom." Mysterio requested. "You need to focus on the task at hand!" he ordered as he signed off. Arcade then returned his attention to the screen.

---

They kept running down the tunnel trying to advance over to the next level, as they ran Spider-Man and Black Widow were holding hands, as were Wolverine and Storm. The finally stopped inside the next level which looked a little familiar to Spider-Man and Wolverine.

"Doom Caves?" Spidey asked as he looked around. It was the indeed the Doom Caves. "Jeez, Arcade is crazy enough to have super villains as his role models." he remarked.

"Focus, Spider-Man." Storm instructed the wall-crawler. "This is serious."

"Yeah? Well, tell that to my Spider Sense." he felt the tingling in his head act up again. Black Widow felt it too.. "Look out!" they saw something coming at them. When Colossus saw it, it appeared to be a giant boulder rolling at them.

"Mein gott!" Nightcrawler said as he was a little worried.

(A/N: Mein gott means My God in German.)

Storm then had an idea. "Hang on everybody! I shall use my wind to get us to safety!" she said.

"Please tell me that your wind is strong enough to..." Spidey said, before he was cut off when Strom used her wind to create an updraft that caused the lot of them be swept off of their feet. "Okay, now I'm convinced." After the boulder passed behind them, Storm took them all back onto the ground.

"I could have teleported us down." Nightcrawler stated in a bummed manner.

"Yeah? Well I could've landed on my own two feet with my healing factor." Wolverine said, being snarky as he were.

"I agree." Spidey said towards the Adamantium Mutant. "Except that you couldn't heal from your lack of..." Spidey get's slapped in the face by Black Widow.

Natasha shot a dismissive look towards him, "Spidey dear, shush!" she ordered but then used her ears. "I hear a rumbling sound." she heard the sound of rumbling in the ground as they kept on running.

"Da. It came from that direction!" Colossus added. The lot of them saw something happening over in a clearing area, that looked like some kind of mine.

"Ja. Und it also sounds like a struggle of some sort." Nightcrawler pointed to a series of lights appearing and disappearing at the same time.

"That must be Gambit and Rogue!" Storm said. "They must be in danger!"

"C'mon, let's go!" Spider-Man said as he bolted over to the clearing to help their allies. Black Widow, Colossus and Nigthcrawler followed as well.

Storm began to smell something. "Perhaps Spider-Man is right about you Wolverine. You must do something about your animalistic lack of hygiene."

"Hey, I showered this morning!" he shot back.

"Yes, but you've been training and making a mess in the Danger Room!" she pointed out. It was true, Wolverine would sometimes make a mess when he was training in the Danger Room at the Xavier Institute, in which he was the combat teacher.

"So what?!" Wolverine ranted again. "I can't help it that I'm the best there is at what I do!" he complained.

Storm giggled a little bit. "That's why we love you, Logan." she said as her and Wolverine went with the others to save Gambit and Rogue.

"You got some nerve gettin' on mine 'Ro!" he shouted as he ran beside her.

"Yes I know." Storm said teasing him.

Black Widow stopped running as she saw what was going down. "Oh God. You guys, look!" she said, as the lot of our heroes followed her outstretched finger to a fight between a young woman with a white streak in her brown hair dressed in a gold and green outfit with a brown bomber jacket and a man with a magenta and blue outfit that only showed his face and hair, wielding a staff and some playing cards that exploded fighting against Juggernaut, Sabretooth a man in a red and orange-yellow costume with goggles shooting fire out of his gloves, a woman with blue skin in a white dress wielding two machine guns, a guy dressed in a navy blue and costume and a visor over his eyes and a guy with a poor posture sticking his tongue out and using it as a weapon. Nightcrawler, Storm, Nightcrawler and Colossus instantly recognized who the one's in the bomber jacket and trench coat were. And the ones who were with Juggernaut and Sabretooth were St. John Allerdyce/Pyro, Raven Darkholm/Mystique, Lance Alvers/Avalanche and Todd Tolanski/Toad, they were members of the Brotherhood Of Evil Mutants, normally there were lead by Magneto, but these were robot duplicates just like the Obnoxio clones that they had defeated before. And the ones fighting them were Anna Marie/Rogue and Remy LeBeau/Gambit.

"Oh Goddess! Rogue is struggling to deal with the robot versions of the Mutant Brotherhood while Gambit is running from a spiked ball!" Storm feared for her friends well-being.

"Looks like we'll have to give them a hand!" Spider-Man said, before relaying his plan. "Colossus, see if you can help Gambit with that spiked ball before he gets spiked and squashed like a pancake!" he instructed the Russian mutant.

"Consider it done comrade!" Colossus responded as he went over to help the poker-playing friend of his.

"The rest of us will help Rogue trash those robotic impostors!" Spider-Man relayed the rest of his plan. "And I know you'll enjoy doin' that one Wolverine!" he said turning his head to the animalistical mutant.

Wolverine stuck his claws out feeling ready for a fight. "Oh hell yeah, you got that right bub!" he said with a grin of determination. "You know I'm always achin' for a good scrap!" he added as he charged at the fake Brotherhood.

(The Anthem by Lootpack plays)

Rogue was busy fighting off the robot duplicates of the Brotherhood all alone while Gambit was dealing with the spiked ball chasing him around the cave. "Dang!" Rogue pouted in her southern dialect. "How the hell am Ah gonna take out these tin cans and save Remy at the same time?" she asked herself as she began to complain about how this happened. "It's bad enough that Arcade ruined mah day by snatchin' us up at the mall!" she was throwing the impostor of Juggernaut around until she got ambushed by the phony Avalanche until a web-line shot from behind, turned him around and he got flung into the robot versions of Pyro and Toad. "Spider Webs? But where?" she got a look at the one who shot them.

"Courtesy of your friendly-neighborhood Ultimate Spider-Man!" Spidey presented himself to the X-Men's wild child, along with his girlfriend. "And the beautiful but deadly Black Widow!"

Rogue instantly recognized the two of them. "Hey, Ah heard bout you two!" she said before turning her head over to the wall-crawler. "You're that handsome young man who fought that Doctor Octopus fella when he turned into a giant octopus monster and at one time swapped bodies with Wolverine! Am Ah right sugah?" she raised her eyebrow.

(A/N: It's true, Doctor Octopus did turn himself into a giant octopus monster. It was at the end of Graduation Day - Part 2.)

That comment actually made Spider-Man blush while it made Black Widow a little stunned with jealousy and she felt green steam coming out of her ears. Spidey rubbed the back of his neck. "Well, that's one way of putting it, but yeah!" he said as he jumped out of the way of Mystique's gunshots. Wolverine tossed the Robo Sabretooth around like a rag doll.

He then turned his head over to Rogue. "Rogue, would ya quit remindin' me 'bout that time?!" he complained as he fought off the robot duplicate. "It's bad enough that everybody teased me about it back at the X-Mansion!"

Rogue giggled a little bit as she took the Juggernaut duplicate down with a DDT. "Sorry bout that, Sugah!" she apologized to her teammate before turning her head over to Natasha. "And you're that lady who, along with the Avengers, fought off an alien invasion and defeated Loki and the Chitauri?"

"Yep that's me!" she replied, grabbing the Toad duplicate by the leg and spinning him around until she slammed him on his back to the ground. "The one and only!"

"But, Ah gotta admit, you look different than the last time Ah saw y'all on TV!" said Rogue, getting a good look the huge rack on Black Widow's chest. "How in tarnation did your boobies get so big?"

Natasha let out a grieving sigh. "They grew permanently bigger due to the side effects of Nightshade's mutation serum when Spider-Man and I were turned into werewolves while on a mission in Transylvania."

Spider-Man nodded his head in agreement to that. "Yeah, and the worst part about being a werewolf is dog breath and fleas!" Spidey ranted and complained. "It literally got under my skin and left an awful taste in my mouth!"

Wolverine mused this and had a insidious grin of mirth on his face. "Humh, and you made fun of me for smellin' like a wolf web-head!" he said.

Storm however elbowed him in the ribs for saying a remark like that. "Behave yourself, Logan!" she shot a dismissive look at her boyfriend.

"Whatever darlin'!" Wolverine said back to her before kicking the Sabretooth duplicate

Colssus ran over to Gambit to aid him against the spiked ball. "Remy, I'm here to help you Tovarisch!"

"Hey, Colossus mon ami! It's about time you got here!" Gambit said in his Cajun dialect. "Now how bout givin' ol' Gambit some help with that?" he pointed to the spiked ball that was chasing him around like a dog. "I'm gettin' exhausted runnin' for my life!" he panted gasping for breath.

(A/N: Mon ami means My Friend in French.)

"Of course Comrade!" Colossus responded as he metaled his skin up and rammed the spiked ball into a whole bunch of mining carts. He began to relay something to his ally. "I'll lift while you charge your cards so I can throw throw it across the cave to that wall!" he pointed at a wall a foot away from their position.

"Man, your a life saver!" Gambit said breathing a sigh of relief before he charged up another set of his cards as Colossus lifted the ball up over his head. Gambit ran over to him, used his staff as a pole-vaulting pole and placed the charged up cards on the ball and landed perfectly behind Colossus. "Now!" he ordered as Colossus threw the ball into the cave rock wall.

"Brace for impact!" Colossus said, protecting the Cajun poker-playing mutant from the blast radius as it exploded, leaving nothing but smoke and flames in it's wake. "We did good that time, didn't we comrade?" the metal Russian mutant said as he and Gambit high-fived each other.

"Sure did, man!"

Spider-Man, Black Widow, Wolverine, Storm, Nightcrawler and Rogue were still busy with the Brotherhood duplicates. Widow used her batons to knock Pyro down while using her stingers to shot Mystique's guns out of her hands. Rogue used her super strength to send Juggernaut flying into a wall, but even that was not enough to hold him down.

"Hey, Storm! Ever tried making it rain on these buckets of bolts?" Spider-Man asked.

Storm thought it was a joke. "This is not funny Spider-Man!" she said, dismissively.

"Hey, I'm serious!" Spidey defended. "I'm talking about you using your rain to short out the circuits of these robots!"

Storm cursed herself for not knowing what the web-climber truly meant. "Not really, but I shall try it out another time if they are not waterproof." she denoted that little tidbit.

Spidey felt bummed but shrugged it off. "Fair enough." he said. "Now let's finish them off so we can reserve our energy for Arcade!" the web-head added, before explaining another stratagem to the X-Men. "Black Widow, double team with me!"

"Right!" Widow agreed.

"Rogue and Nightcrawler, you do the same!" Spidey instructed the two and they nodded. "Wolverine, Storm, use your special moves on the last two! At least on Sabretooth!"

"My pleasure, bub!" Wolverine agreed to this as they all went in for the attack.

Spider-Man and Black Widow did a combination of the Maximum Spider and the Widow's Bite on the Juggernaut duplicate while Rogue used her Repeating Punch and Power Drain on the Pyro duplicate, which she kissed him and stole his flame powers, using it against him. Nightcrawler assisted her by getting the Toad with his Shadow Dance to cause his opponent to become dizzy so much, his head exploded. Storm used her whirlwind to blow Avalanche away while Wolverine stabbed Sabretooth with his Adamantium claws, causing the robot to spew out oil. The duplicates of Juggernaut and Mystique were still there, but then Colossus and Gambit came and rammed them so hard they fell apart. Just before the Mystique duplicate could get up, Black Widow kicked it in the metallic face, causing it to shut down.

(Song Ends)

Spider-Man wiped his hands off. "Guess that takes care of those robotic posers." he said, just as Rogue went over to him in a charming manner.

"Ah'll say sugah. So what do ya say we get reaquainted?" she said, soothingly making the web-head blush again. This once again made Black Widow jealous.

Spidey had this happen to him before and felt like he was going through a rerun of it again. "Hey! I can see that you're flirting with me Rogue, but I already got a girlfriend." he said. "She's right behind me." Spidey pointed at Widow, who now had a smirk on her face.

This shocked Rogue to the very core. "Her!?" she asked.

"That's right." Widow responded.

Rogue felt a little embarrassed by what she did. "Oh Ah'm sorry, Ah got a little too carried away." she apologized to the deadly freelance S.H.I.E.L.D. Agent.

But then, Gambit went over to Rogue and said, "How bout you get carried away with me, chere?" only to get smacked in the face by the southern belle.

"In yer dreams, you lowlife swamp rat! Y'all had me worried sick about ya!" she said, pointing her finger at him. "Ah'm glad that you're alright, but you ain' gettin' no luvin' this time, honey!" she said walking off, her hips swinging from side to side.

Gambit went over to Spider-Man this time. "Heh, she loves me no?" he said, jokingly to him.

"Can't argue with that, Gambit." Spidey said, rolling his eyes under the mask.

Widow then looked over to the X-Men. "Could you guys excuse us for a minute?"

Storm responded, "Yes, of course."

Wolverine teased the web-head. "Good luck with little red riding hood, web-head."

Storm that shot that same dismissive look at Wolverine again. "Keep that up Wolverine, and I shall have to put a dog collar on you." she warned him.

Spider-Man overheard that, "Ha! I'd like to see that!" he chuckled and clucked.

"Shut up!" Logan snarled.

"Wolverine?" Storm warned again.

"Yeah, yeah!"

Spidey then ran over to talk to Natasha. "So Nat, you were saying?"

"Oh yeah, I was gonna ask you this." Natasha responded with a slap to Spidey's face. "You let Rogue flirt with you right in my face?" he asked feeling angry.

Spidey was wide-eyed and stammered feeling like he was nervous. "Hey, I didn't know that she was doing that to me!" he complained defensively. "Please don't tell me that you're jealous of her!"

Widow flailed, "I'm not jealous!" she embraced Spidey confirming her not being jealous of Rogue. "I'm just worried that other women might take you away from me!" she hugged placed her hands on his face and kept it focused on hers. "Can't you see how much you mean to me? After everything we've been through together?" she begged.

Spidey felt upset about not telling her something to her before. "I see now. Besides, I had a dream last night." he said not only confirming that he did see how much he meant to Natasha and decided to tell her about his dream. "I dreamt about us in the future. Y'know, getting married one day, start a family and continue being superheroes until the end of time?"

Natasha smiled and found his explanation a little odd. "That's weird. I had the same dream too." she stated. But then the two Spiders looked at each other. "Wait, how did we..." she then refocused on the task at hand. "Can we talk about this after we take care of Arcade?"

"Yeah, sure." the web-slinger agreed to that as Natasha kept embracing him. "Oh, and Nat? Your boobs are pressing into my chest." he said, feeling Natasha knockers pressing deeply onto his chest, making a little stiff under the belt.

"Oh right." said Natasha, as she broke the embrace. "Now let's get going."

"You don't have to tell me tw..." Spidey was cut off by Widow smacking him in the rear end, like she did before. Spidey squinted at that. "Very kinky, Nat."

"Couldn't help it, baby." Natasha winked at him.

(A/N: In case you forgot about the time Natasha got jealous about another girl flirting with Peter, go back to chapter 3 HYDRA Infiltration At Midtown and see the scene where Peter, Natasha, Sam, Danny, Luke and Ava are in the cafeteria talking to 'Angela' who turned out to be Yelena Belova.)

---

Acrade cursed himself for not making his robots with a Vibranium exo-structure.

"Damn, I can't believe that failed!" he said while he felt annoyed seeing Widow smack Spidey in the rear. "And man, I wish it were Rogue who would do that to me!" he then had a delusion about him and Rogue in a field of grass making out and laughing. But he snapped out of it to focus on his revenge. "Well, let's see how they fare in the Savage Land level!" he pressed a button and another tunnel opened up.

The heroes went inside the tunnel and tried to plan another stratagem. "Okay, guys. Where do we go next?" Spider-Man asked.

Wolverine got the scent of the tunnel and to him it smelled familiar. "We'll have to try the Savage Land." he said, but then he got another scent. "I got a scent on the girls who used some kind of fruit hand lotion and smell all tooty fruity."

In an instant, Nightcrawler recognized the scent as well. "It's gotta be Shadowcat, Firestar and Jubilee!"

"Then it's off to the Savage Land we go!" Spidey said. "Wolverine, you lead the way."

"Alright then. Let's move!" Wolverine said as they all ran across the tunnel.

---

After they exited the tunnel they found themselves in a prehistoric jungle of some kind. Spidey and Wolverine recognized the layout and it was similar to the Savage Land, Ka-Zar and Zabu's home. The heat was a little warm, so it would normally be a hot spot for dormant volcanoes and dinosaurs running all over. Spider-Man began fanning himself to cool himself off. Widow fanned him as well, then she blew on his face, making him a little turned on.

"Uh...Thanks Nat." he said, feeling a little hot.

"Anytime, sweetie." Natasha responded, kissing him on the cheek.

Nightcrawler went over to the two spiders. "If you don't mind me asking, vhen did you two get hooked up?"

Spider-Man responded, "It was when we took down Deadpool." he said, making Wolverine stop.

Logan turned around fast as he heard "You two got hooked up after taking that nutball down?" he said looking surprised. "Now you're talkin' my language."

"Natasha also told me that Deadpool used to be your ally." Spidey asked. "That true."

"Every word of it, bub." Logan responded. "But let's get back to findin' Kitty, Angelica and Jubilee." he refocused his senses to find the girls. He kept on following the fruity scent they left behind when they were sent into the Savage Land level.

"It feels like a jungle in here." he said.

"That because we ARE in a jungle, wall-crawler." Gambit responded.

"Oh, point taken." Spidey said as he kept walking through the jungle vines and trees. "I wonder what the girls got themselves into? Robot dinosaurs from Arcade?" he wondered.

But then, Nightcrawler put his ear out and listened for anything. He heard the sound of dinosaurs roaring and girls screaming in terror. "Judging by zhe roars und zhe screams, I'd say Ja."

"Well, c'mon. Let's go!" Wolverine said as they all rushed out of the trees and into some bushes where they saw three young ladies tangling with some Dinosaur-men that looked like they were being led by a green humanoid Pteradactyl. One of them was Firestar, while the other two were a girl with long brown hair, dressed in a blue full body uniform with a magenta sash, light blue gloves and a blue and periwinkle mask that had magenta lenses like in a pair of sunglasses. She also had the X-Men logo on her shoulders. This was Katherine 'Kitty' Pryde/Shadowcat, she could phase through solid objects and was Wolverine's best student. Also with them was a girl whit short black hair and ample proportions, dressed in a pink top that exposed her midriff, navy pants with a belt that had the X-Men logo on the buckle and yellow coat. She had a pink visor over here eyes and a light blaster on the side of her hips. This was Jubilation Lee, also known as Jubilee, she was the light manipulator of the X-Men and the light blaster she was sporting was new.

(A/N: This is a different look for her. I added the light blaster myself.)

Storm instantly recognized who the girls were fighting against. "Oh, dear Goddess! It's Sauron!" she shouted. It was true, the last time they went to the Savage Land to help Ka-Zar, Zabu and Shanna was when they had a problem involving Sauron, a dinosaur man who wanted to rule the Savage Land, but they stopped the villain.

"Da, and it appears that the girls having a run in with...dinosaurs!" Colossus said as he got a look at what was going on.

"Yea, but more like mutated dinosaurs with mutant powers." Spider-Man corrected. "You gotta admit, for a deranged psychopath, Arcade has really outdone himself."

"True, but I shall deal with Sauron, the rest of you Help Firestar, Shadowcat and Jubilee deal with the prehistoric cyborg beasts!" Storm said as her eyes turned white as she summoned her weather goddess power.

"Way ahead of ya, darlin'!"Wolverine said as he charged at some of them.

"Then it's time for a change of costume!" Spider-Man said, pressing the logo on his chest and it activates his red and blue spider armor, got out his sword as he ran at the mechanized saurians.

(Hityawitdat by Lootpack plays)

"Make way!" Wolverine shouted as he slashed one of the Robosaurs with his claws and did the same to the other ones, causing them to leak oil just as the Sabretooth duplicate did in the previous area. Colossus then charged at a few of them while Nightcrawler got grabbed one and teleported with it, messing with it's circuitry. Storm used her lightning to push Sauron away for a while as Rogue flew around the next batch of Robosaurs as she tied them up with a vine and Gambit used his staff to trip them up. Spider-Man then shot a whole bunch of them with his web bullets and slashed them with his sword.

The girls were happy to see their allies and all rushed to them. "Wolverine, Storm, guys!" Jubilee said, embracing her friends. "Boy are we glad to see you!"

"Well it's about time you guys got here!" Firestar added. "We're having trouble getting rid of these dinoborgs!"

"Ve're here now, ladies!" Nightcrawler said, tipping some of them with his tail. ""Und ve got Spider-Man und the Black Widow vith us too." he pointed to the two spiders as Widow Used her glowing batons to knock some Robosaur heads off the bodies which caused their wires to spark and go kablooey. Then she used the Widow's Sting to overload their circuits and make them shut down.

"Oh, hey guys!" Firestar felt happy to see Spidey and Widow again. Last time they teamed up, Iceman and Scarlet Spider were with them tracking down the formula for Spidey's web fluid. "Did Arcade get you too?"

"Yeah, he sure did, Angelica." Widow said, answering the flame mutant's question. "Not to mention that he's been drooling over what I've got!" she perked her breasts up making her cleavage bigger, and Firestar started blushing.

"Whoa!" she said getting her head out of Black Widow's perky bosom. "Seriously Black Widow, how did your boobs get so big?"

"Fight first, ask questions later, Firestar!" Widow ordered as the next batch of Dinoborgs showed up and got out their spears, swords and axe's.

Shadowcat used her phase to short the electricity on one of them but then she wondered, "Seriously guys! What took you so long?" she said as if she were complaining about the trouble. "Do you have any idea what we've been through all day?!" she complained.

Colossus fanned her face. "Calm down Katya." said the metallic giant. "We fought against robot versions of the Brotherhood, excluding Magneto, and saved Storm from drowing and Gambit from a giant spiked ball."

Shadowcat was still stressed about her and the girls having to fight Sauron all alone. "Yeah? Well, we were dealing with robotic dinosaurs with mutant powers and..." she was cut off when Wolverine stuck his claw out at her to get her to be quiet.

"Just shut up and fight Half Pint!" Wolverine snarled at the girl before he slashed a few of the Dinoborgs. "The last thing I need is another annoying person pissin' me off!" he ranted as another bunch of Robosaurs came at them. Wolverine got read for another attack on them. "And now I'm gonna send these dino tin cans back to the 65 million year old scrapyard!" he channeled his inner animal and used his claws on them again. "Berserker Rage!" he shouted ad he went berserk and slashed through one Robosaur after another. Colossus rammed a few down with all his might as Rogue helped him out.

"I got four Aces in the hole for you!" Gambit said, "But if you wanna play with Gambit, then here take four cards with you!" he threw a bunch of his exploding cards at the Dinoborgs that came in his direction.

Next a bunch of them went at Rogue, but she kept beating them up. "Sorry boys but I'm too good lookin' to be eaten by y'all!" she flipped her hair seductively. "So it's time to say...buh bye." she tossed one of them into the others and then elbow smashed another one on the head.

Storm zoomed up to the Sauron duplicate and used her lightning zap on him. "I know you are not the REAL Sauron you impostor!" she shot insulting the duplicate.

"Then I'll have no difficulty of disposing of you Windrider!" Sauron said, flying at the weather manipulator as Storm defender herself by blocking his claws and wings. "It seems that I faced a false weather goddess!"

"No Sauron, now you face Storm of the X-Men." she declared. "Hail Storm!" she used her weather powers to get the clouds rolling in to the Savage Land level and it started to hail on Sauron, but he ignored it.

"Gah! Is that the best you go..."Sauron was cut off when some of the hail hit his noggin.

"Oh please, I've fought Sentinels way tougher than you!" Storm said, as she halted the robo-Sauron dead in his tracks. Then she used her lightning to short his circuitry, causing him to fall to the ground. "Alright everyone, it's time to do a clean sweep!" she instructed to her teammates.

"Awesome!" Jubilee she grabbed her blaster and spun it in the air around her hand and then grabbed it by the handle. "Watch this!" she then charged her powers into the weapon and shot at the Dinoborgs right through their torso's making three smoking holes. Next she blew the smoke on the tip of the pistol away. "I got all three of them on my end!" she thumbs uped her friends as she winked.

"Excellent Jubilee!" Storm said, feeling impressed with her marksmanship. "Firestar, your turn!" she instructed the flame manipulator.

"Then here come's an inferno!" Firestar charged up her flame energy and shot at the Robo-dino's on her end. "You Dinoborgs are toast!" she declared after she melted them down to liquid metal and microchips.

Wolverine kept on slashing the ones that came his way. Then he turned his attention to Shadowcat, "Hey Kitty! If yer done annoyin' me with yer complaints, phase through three of them if you don't mind!" he instructed to the teen girl.

"Not a problem, canucklehead!" Shadowcat responded with an insult to the animal mutant as she charged at the three Dinoborgs in front of her.

"Did she just insult you?" Spidey asked.

"Nah, it's a compliment." Wolverine responded.

"You do know that means a Canadian of limited intelligence right?" he asked again, causing Wolverine to snarl at him.

"Don't make me gut you web-head!" he warned.

"Okay, wolfman!" Spidey said, trying to avoid getting shish-ka-bobbed by the Adamantium skeletal mutant.

Shadowcat then focused on the three Dinoborgs in front of her. "Okay, here goes nothing!" she said as she used her phasing power to short the circuitry in the machines out, causing them to shut down and fall apart. She stopped running at them and turned around. "There. Now I feel better." she wiped her hands free of any dust that may have gotten on them.

Wolverine looked at Colossus, Nightcrawler and Storm all at once. "Alright you three! Ready for a real clean sweep?" he asked.

"Yes!" Storm responded.

"Da!" Colossus added.

"Ja!" Nightcrawler stated, confirming his agreement with Logan.

"Alright, then let's do it! Second class style!" Wolverine readied his claws for the last batch of Robosaurs. "Go!" he shouted as all three of them took down the mechanized dino's with Wolverine's claws combined with Storm's lightning and Colossus's metal strength combined with Nightcrawler's teleport smoke to short out the parts.

Seeing this, Spider-Man felt astounded. "Wow! That was impressive!"

Widow walked up to him and agreed. "Yeah, I can see why these four have chemistry with each other." she said. "Like me and the Avengers."

"And the two of us I might add." Spidey said, as he wrapped his arms around his Russian girlfriend.

It was then that Natasha felt something on her. "Spidey, babe, are you touching my boob?" she asked, and the web-head looked down to see that he was groping her giant bosom. He then removed his hand and flailed nervously.

"Oops, sorry." he defended.

Natasha then grabbed his chin and zoomed her face to his. "Do that later, loverboy." she smiled seductively at him.

"Seiz the lady who tapped on my butt for a second time." Spidey teased a little bit.

Wolverine kept slashing at the ones that came his way he felt a little outnumbered against the Dinoborgs Arcade had created, so much so that he turned his head over to the Spiders. "Hey, you two! It's your turn to finish them off!" he called out.

The spiders stopped their flirting and turned their heads over to the animal mutant and the others. "Got it!" the webbed-wonder responded. "Ready Widow?"

Natasha nodded her head confirming her answer. "You know it, handsome!"

"Okay, go!"

The spiders charged at the cybersaurs at the same time as Widow used her glowing batons on a few of them and Spidey used his sword to slash another bunch of them down and lastly Spidey and Widow did a double team move which involved Spider-Man wrapping one of them with the others in a giant cocoon and Widow placed some electrical charges on it then the two went for a double kick on it to activate the charges, causing a surge of 750,000 volts to put the last remaining Dinoborgs out of commission. Somewhere Arcade was watching in anger to see his creations be obliterated.

(Song Ends)

Spider-Man place the blade of his sword on his armored back as he stood over the wreckage. "The Robosaurs are officially extinct!" he quipped, pumping his fist in victory.

Widow however did not like it at all. "Spider-Man, that sounds horrible." she said, as her boyfriend pouted feeling bummed.

"Okay, that quip didn't work so well." Spidey dropped his head to the ground.

Shadowcat then reassured the web-head. "Not as bad as Storm's quip to Toad." she pointed out making the two look at her

Storm then went over to the girl and had a dismissive look directed toward her. "Kitten!" she shot. "I told you not to bring that up again!"

"What? It's true!" Shadowcat shot back.

This left Spider-Man feeling a bit intrigued. "What did she say to Toad?"

Jubilee then decided to tell the spiders about it, "Well, Storm said, and I quote, "You know what happens when a toad gets stuck by lightning? The same thing that happens to everyone else." and then she electrocuted him." she told them, making Storm faceplam herself.

Spidey and Widow turned their heads to each other and did a double take on it. "Um, kay. Sorry I asked." he said as a drop of sweat went down his face.

Widow nodded. "Yeah, that was really, really horrible." she added.

Storm then brought something up to change the subject. "Not as horrible as the time when the Shadow King took over my body, having my body switch with Emma Frost or Forge creating a device that took away my powers."

The Spiders felt a little baffled by that but then shrugged it off. "Okay, okay! We get it! Jeez, you're starting to sound like Wolverine!" Spidey said as if he were annoyed.

But then Wolverine got up in Spider-Man's face. "Hey, don't compare me to her!" he shot at the web-head.

"Wow, sorry!" Spidey shot back in a manner that depicted the fact that he and Wolverine did not get along well. "I meant to say that she deserves better!"

"Can it web..." Wolverine was about to get even more in his face but Storm stopped him.

"No, Wolverine, it's alright. It could happen to anyone." she said. Wolverine retracted his claws back into his arms and stood down.

"She's got a point though." Spidey added. "But all that aside, we gotta find Arcade and stop him." he pounded his fist with his palm.

Nightcrawler then added to what he said. "But ve have to find Cyclops, Phoenix, Beast, Iceman Archangel first before ve confront zhat fiend!" he said.

"Da, and they happen to be the original five members of the X-Men." Colossus denoted.

Black Widow nodded at Spider-Man and vice versa. "Okay, you're right, Colossus." Spidey said. "We'll do that first."

Just then, another portal opened up in front of the clearing. "We'd better get a move on before Arcade sends anymore of his robots and giant dinosaurs." Widow said, as she bolted for the tunnel as the others followed while Spider-Man changed back to his main costume.

---

Arcade cursed himself for letting Rogue, Gambit, Shadowcat, Jubilee and Firestar escape at the hands of Spider-Man, Black Widow, Wolverine, Colossus, Nightcrawler and Storm.

"DAMMIT DAMMIT DAMMIT!" Arcade shouted, bashing his head against his chair. "They escaped my Savage Land level! It's only a matter of time before they find me now!" he panicked and threw a dozen fits before Red Skull came up on his screen now.

"Aracde, cease zhis childish fit -throwing of your at once!" Red Skull demanded, causing him to snap out of his fit.

"Oh...uh...Red Skull, w-w-w-w-why are you contacting me?"

"I am checking on your progress, and by zhe looks of things, I'd say you are failing!" he barked.

"I know that! You think I don't know that!?" Arcade barked back. "Spider-Man and Black Widow have freed some of the X-Men! My revenge is going wrong in so many ways it's hard to describe!" he complained.

Red Skull let out a sigh, "Zhe vhy don't you just use your newest machines to eliminate zhem?"

Arcade felt a little bit of a spark of brilliance bursting in his head. "Yes...Yes, your are right!" Arcade pressed a button and on one of the screens appeared a bunch multicolored versions of the robotic policemen that have been hunting the X-Men down for years. These robots were known as Sentinels. These ones were different. "These Sentinels should distract the Spiders and those X-Men and help me get my revenge!" he cackled evilly before he coughed on something.

Red Skull raised his burned part of his eye, "Do what you have to while you can." he said. "I need to speak with Scorpio and his Zodaic and see vhat zhe have found!" he signed off.

Arcade returned his attention to an image of Black Widow's cleavage. "Ooh, so hot." he ogled, but the the camera moved to her face.

"Eyes, up here Aracde. You rotten little motherfucker!" she punched the camera and he lost the video feed. Arcade felt enraged for having one of his cameras being shattered.

While in the tunnel where Spidey, Widow and the X-Men were at on the way to the next level, Shadowcat went up to her. "So, uh...Black Widow, is it ture that when you were little, Wolverine and Captain America saved your life?" she asked feeling a little starstruck.

"Yes, it's true, Kitty." Widow replied as Firestar walked up next to Kitty. "And by the way Firestar, my boobs got bigger due to Nightshade's mutation serum after Spidey and I tracked her and Red Skull down in Transylvania."

This sent shivers up the girls spines. "Transylvania...Where all the vampires come from?" asked the two and Widow nodded to them.

"And now I'm a triple C cup, even though they look like double D's." she cupped her breasts again, making them look a little bigger. "It's not easy having them, but they feel really good."

Kitty snapped her fingers in envy. "Man, I wish I looked like you, Natasha."

Widow placed her hand on Kitty's shoulder. "Don't worry, you'll get there someday." she reassured.

Spidey then walked beside Widow, Shadowcat and Firestar who were now joined by Jubilee. "So, Jubilee, did you make a device that could focus your powers like Cole McGrath did in InFamous 2?" he asked.

"Yeah, I call it the Light Blaster." Jubilee stated. "Forge helped me build it after the last time we encountered Black Tom. So, what was that armor of yours earlier?"

"Oh that, it came with the upgrade to my costume thanks to Leo Fitz and Jemma Simmons." Spidey responded to the light user. "I also have a stealth mode on this. And that one is black and neon green." he switched to the black and green outfit, which surprised the lot of the X-Men.

"Lookin' good mon ami." Gambit said, as he dug the stealth outfit.

Wolverine even felt impressed. "Black and Neon Green, eh bub?" he wondered. "That's a change."

"I do have a black and silver Spider Armor, but it's a little heavy for me." he denoted before switching back to his main costume.

Jubilee then turned her attention over to Natasha, "So, uh, Nat, can I call you Nat?"

"Sure." Widow responded to the light user.

"Well, how come you're not having back problem with those watermelons on your chest?" she asked bluntly.

Widow thought about it, "I'm not sure, Jubilee. I'll figure it out soon."

---

The Spiders and the X-Men finally arrived at the next level, which looked like a battle scarred version of New York in a post apocalyptic future. The X-Men had experienced time travel before when Nathan Summers-Grey/Cable and Lucas Bishop came to try and stop the mutant known as Apocalypse from taking over the world with a technological-organic virus. But this one looked like it was someone else who had conquered the world and wiped out the mutants and humans all at once. Just looking at the surroundings made some of the X-Men stiffen in fear and fright, but Spider-Man felt a little afraid to see this happen and his Aunt May died, luckily Natasha pulled him closer to her cleavage and hugged him tightly as she whispered to him saying it was gonna be alright while she kissed him on the forehead.

But then, Spider-Man felt something tingle in his head. "Black Widow, are you sensing what I'm sensing?" he asked.

Widow felt the tingling in her head as well, she even began to feel it in her whole body. "Judging by the fact that our Spider Senses are tingling at the same time? Yeah, I've got a feeling in my entire body that we got more trouble coming our way." she said.

"Speaking of which, what is that sound?" Jubilee wondered as she looked up into the sky. The sound of jets could be heard very loudly as gigantic airborne vessles began to swoop into the area. Next, they all heard the sound of something stomping the ground, making the Earth rattle and shake like a natural disaster. "And please don't tell me that is Godzilla, Mothra or King Kong!"

Wolverine instantly recognized the sound of that stomping. "Nope, it's more like...Sentinels!" Logan was right, it was indeed Sentinels. But these were different version of the supposed 'Robotic Policemen' to them. "Looks like Arcade has either created his own version of 'em or even worse!" Wolverine readied his claws to slash the machines in half. "Either way, we're in for the fight of our lives!" he was about to charge.

"Wait my love." Storm halted Wolverine and pointed at them. "The Sentinels are seemingly different. They look like...oh Goddess!" There were five Sentinel robots, the lead one looked like it had a visor over it's optics, the other had a green and gold paint job with a bird logo on it while the other three had one that looked black and silver with a blue head and silver bird-like wings on it's back, the fourth one looked all blue with giant claws and the fifth one was all silverish-blue and white.

"Storm, what's wrong?!" Jubilee asked.

Spider-Man could not believe his eyes when he saw them all. "Uh oh!"

"Mein Gott!" Nightcrawler stated his shocked nature. "It can't be!"

"Oh shit!" Wolverine said. "The Sentinels looked like Cyclops, Jeanie, Beast, Archangel..."

"And Iceman!" Firestar added to Logan's summation. "Arcade made these Sentinels in the exact likeness of the original five X-Men!"

This shook the Spiders and the other X-Men to the very core. "Oh fuck me!" Kitty said out loud, getting a dismissive stare from Storm.

"Language Kitty!" Storm said.

"Okay, okay! Nobody panic!" Spidey said getting their attention. "Let's just fight these X-Sentinels, destroy them and get to Arcade!" he declared, reassuring the X-Men a little bit. "I mean, it's not like they're using their powers is it?"

"Actually, that's a yes, they are!" Colossus saw that the Cyclo-Sentinel began to charge up an attack.

(X-Men 1992 Cartoon Theme by Ron Wasserman and Haim Saban plays)

"Take Cover!" Spidey shouted before Sentinels shot a laser blast from it's eyes, which Storm got Kitty and the girls out of the way of while Gambit went to look for cover. The Ice-Sentinel began to shoot a blizzard-like wave at the heroes while the Beast-Sentinel picked up a building and threw it at them. Storm used her wind to lift everyone off the ground like she did in the Doom Caves. She let them all gently back onto the ground and boy did some of them feel shook up by this. The Archangel-Sentinel shot a metal feather at them, while the Phoenix-Sentinel shot a flame burst at them. Storm could not keep getting them out of the way forever. But then, Widow and Rogue decided they both had enough hiding and decided to do something while Spider-Man and Nightcrawler ducked behind a piece of shattered debris from the wrecked battleground. Widow used her stingers on them for about thirty seven times in a row before Rogue flew up to them and used her power punch to knock them together.

"Wow, Black Vidow is very tough voman to be vith, Spider-Man." Nightcrawler said. "I can see vhy you love her so much."

"Thanks Kurt." Spidey said. "Rogue's tough too." then he wondered something. "If Gambit is so into her, why does she act nice around you?"

"I'm her half-brother." Kurt replied, making Spidey wide-eyed with suspense. "Our birth mother is zhe female mutant of zhe Brotherhood, Mystique." this news stunned Spidey even more. "She adopted Rogue vhen she vas four years old, and Rogue und I have been like siblings ever since."

In his thoughts, Spidey said. "Whoa whoa, WHAT!? Mystique was pregnant with Nightcrawler and adopted Rogue when she was four!? Yikes!" Spidey snapped out of it when there was a sound a mechanical whirring as something on the X-Sentinels opened up.

Nightcrawler got a look at what was going on over where the two ladies were at. "Spider-Man look!"

"What?" Spidey saw it for himself. The hatches on the Sentinels opened up to reveal a few individuals. One looked like a guy in a blue and gold outfit with a gold 'X' on his chest and a visor over his eyes and his hair looked like Spidey is in civilian identity; Peter Parker. Another was a young woman in a green, gold and black outfit with the X-Men logo around her waist as it sat proudly on her left hip and a bird logo on her chest that connected to her shoulders as it showed an ample bosom while her boots went all the way up to her thighs. The third one was a man with blonde hair and blue skin dressed in a black and silver body suit with an 'X' on his belt buckle and the fourth looked like a humanoid person while it looked like a blue version of Bigfoot while the last one was revealed to be Iceman in his normal form but was wearing an X-Men uniform that was blue, white and gold. The others were revealed as Scott Summers/Cyclops, his wife Jean Grey/the Phoenix, Dr. Henry McCoy/The Beast and Warren Worthington III/Archangel. "Oh, I see why they have the likenesses and powers of the original five X-Men. They were trapped inside the Sentinels!" Spider-Man slapped himself on the head.

(A/N: I'm using a different version of the Phoenix Five uniform Jean Grey had, and I gotta admit, it looks good on her.)

"Ja und vhat's vorse is zhat zhey vere placed on mind control by Arcade!" Nightcrawler added.

Spidey then called out to everyone. "Hey, everyone! The original X-Men are inside the Sentinels and they're being brainwashed by Arcade into attacking us!" he said, shocking everyone.

"I guess that explains everything, but now how are we gonna free them without killing them?!" Widow wondered.

"Well, Ah'm open ta suggestions!" Rogue responded.

Just then, Wolverine saw some sort of opportunity. "I've got an idea!" he said, starting to relay the plan. "Colossus, Fastball Special at the Phoenix looking one!" he relayed to the Russian giant, but he had a confused and angry look on his metallic face.

"Wolverine, are you mad!?" Storm asked in an enraged manner. "Are you suggesting that..."

Wolverine shook his head at Storm. "Nope! I got a better idea than that!" he said to the two of them.

"Are you sure about that comrade?"

"Crystal clear, bub." Wolverine stated to his giant Russian friend. "Now do it!" he ordered as he bent down to his knees, allowing Colossus to pick him up like a baseball.

Spider-Man turned his head over to the two. "Hey, what the hell are you doing Wolverine?!"

"Simple web-head!" Wolverine responded to Spider-Man's rough tone. "I'm settin' her free!"

Firestar saw the opportunity to free her friends from Arcade's control once and for all. "Well, in that case, so am I!" Firestar declared to her teacher. "I'll set Iceman free from the Sentinel he's in!" she confirmed.

Just then a countdown timer showed up on a holo-screen in the level, denoting that the Sentinels had only a few seconds left. "Well, ya better hurry up!" Wolverine told the fire-mutant. "Because all five Sentinels are about to self-destruct in 30 seconds and blow us all to Kingdom Come!" he pointed out, explaining the timer.

"Mein Gott!" Nightcrawler said feeling full of fright.

"Oh no!" Jubilee and Shadowcat said in unison, feeling scared.

"Oh Goddess!" Storm panicked a little bit.

Spider-Man shook his fist in anger towards Arcade's insidious, nefarious plot as he narrowed his eyes in anger. "Kurt, you get Beast, I'll get Cyclops!" he instructed to the blue devilish mutant.

"Right, mein friend." Nightcrawler said as he agreed with the web-slinger.

"The rest of you get Archangel!"

"Right!" Shadowcat, Jubilee, Gambit and Storm agreed. Colossus lunched Wolverine out of his hands and sent him flying at the Phoenix Sentinel as he grabbed her, disconnecting her from the mind-control mechanism with his claws as he narrowly escaped the inside of the Sentinel. Firestar used her flame bursts to melt the wires that connected Iceman to his Sentinel while Jubilee, Gambit and Storm worked together to sever the link between Archangel and his Sentinel. Nightcrawler used his teleportation power to zoom over to free Beast from the Sentinel he was trapped inside of, while Spider-Man was joined by Black Widow and Rogue as they began to free Cyclops from Arcade's trap. The heroes all did their jobs successfully and got their friends out of the robotic policemen.

"Is that everyone?" Spider-Man asked.

"Yes, we got them out!" Storm said with relief.

"Good, now brace for impact!" Spidey said as the countdown timer went all the way to zero. "Everybody move!"

"You heard him! Move!" Wolverine ordered the lot of them to follow Spidey's instructions.

"Everyone, this way!" Storm said as she all got them to giant metal wall, and they all took cover as the robots exploded into gigantic clouds of fire and smoke. The computer said, "Level Clear!" in bold red and yellow with a white action styled background.

(Song ends)

---

Arcade saw the whole thing and boy did he feel madder than an angry woman on roller skates in the middle of October slicing up a magnolia tree.

"DAMMIT ALL TO HELL!" he threw some kind of rock at the monitor. "Those damn spiders and the others freed the original five X-Men!? NOW I'M REALLY FUCKED OFF!" he hissed. "It's time I brought out the big guns!" Arcade stepped out of the room and went over to a walkway that looked like it was going inside a spaceship, but it wasn't it was something more. "NOW TO FINISH THEM ALL OFF AT ONCE!" he declared loudly.

---

Meanwhile, the heroes were clear from the blast that happened.

"Phew, that was a close shave." Spider-Man said, wiping his head of any sweat while the X-Men waited for the original five members to wake up. Right now they were still unconscious from being used to operate Arcade's Sentinels. Spidey was joined by Black Widow who sat down next to him.

"Yeah, way too close." Widow said. "Arcade must've spent too much of his father's money on this sort of advanced technology." she thought about how Arcade was able to afford all this tech that they were wrecking.

Spidey agreed with what Widow said. "Yeah, it's bad enough that he murdered his own father, inherits his fortune, established himself as a freelance scientist and became a complete nutjob by creating this dreadful place!" he added.

"Which makes him extremely dangerous, web-head." Wolverine then went over to the Spiders.

"Only when that twerp is trapped inside a giant robot." Wolverine explained. "When I confronted him last time, he shat himself in his pants the moment I scared the shit out of him with my claws."

"Yeah, I remember that." Spidey said, remembering another thing Wolverine did when the two of them and Captain America teamed up to take Arcade down last time. Spidey then began to chuckle at the very thing, and in an odd twist of fate, Wolverine laughed with him, which surprised Natasha.

"Yep. Real hilarious!" Wolverine said, as he tried to contain his laughter.

Widow however pictured the sight of such a thing and had a look of disgust on her face. "That was actually gross." she said.

"Yeah, totally gross!" Shadowcat agreed.

Storm cleared her throat and got the four's attention. "Excuse me, but if you could please, save the humor for later." she said. "The others are coming around."

"Yeah yeah." Wolverine said in his sarcastic nature, but he went over to his friends anyway, as did Shadowcat, Spider-Man and Black Widow.

Just then, The original five X-Men began to stir in front of their friends, who waited for them to wake up. "Scott, Jean, are you both alright?" Storm asked.

Cyclops rubbed the top back of his head in pain. "Yeah, Storm. I'm fine." Cyclops responded before he winced. "Except for the fact that my head hurts."

"Mine too." Archangel said adding to what Cyclops said.

Firestar went over to Iceman to check on him. "Bobby, are you alright?" she asked.

Iceman rubbed his head wincing in pain. "Dammit, I feel like a Baked Alaska." he said as he regained his composure. "Being brainwashed can leave you with a really bad headache."

Firestar patted Iceman on the back in comfort. "Toughen up, chief. It can't get any worse." she held him as their powers canceled each other out deep down.

"Yeah, well tell that to Emma Frost and the Hellfire Club!" Kitty said in complaint.

"And Sabretooth I might add." Jubilee added.

Nightcrawler went over to the muscularly intelligent mutant that was Beast. "Hank, how are you mein friend?"

"Ugh...A bit worse than I anticipated I'm afraid." Beast replied.

Storm turned her head over to the Phoenix. "Jean, are you alright?"

"Yeah, but I've seen better days than this." Jean responded.

Cyclops helped his wife up like the gentleman he is, Kurt helped Hank to his feet and Archangel got up on his own while Bobby flipped up to his feet. "So, would somebody please tell us what the hell's going on?" he wanted an explanation.

Wolverine came out with it. "Arcade captured all of us." he said. "Including these two?" the original five all looked at the two Spiders standing there with them, which had them surprised.

"Spider-Man and the lovely, but deadly Black Widow from the Avengers?" Beast wondered as the original five approached them. "This is quite startling and yet tremendous at the same time."

Natasha felt impressed by the way Beast expressed it. "Very classy of you, Dr. Henry McCoy." she smiled.

"Thank you, Agent Romanoff." he shook hands with the Russian redhead and then did the same thing with the web-climber. "And SPider-Man, you're quite amazing despite what the media says about you." he said showing his gratitude to him, which made Spidey smile under the mask.

"Well, that's one way of putting it, Beast." Spider-Man responded, bowing his head in respect.

Iceman went over to Spidey and placed his arm on his shoulder. "It's nice to see you guys again." Iceman and Spidey did the knuckle-bump.

"Back at ya, Bobby."

Cyclops placed his finger on his chin. "But still, how on Earth did Arcade capture you two?" he asked.

"Oh, he sent robots that looked like Sabretooth, Lady Deathstrike and Omega Red to attack Wolverine while Black Widow and I were doing our city wide patrol." Spidey said, trying to keep his cool about the whole thing.

Jean had a sly look on her face. "That's true, but you two were actually on a date when this happened." she said, bluntly, shocking Archangel, Jubilee, Shadowcat, Colossus, Beast and Cyclops. Iceman just felt jealous.

But the comment about them on their date that night was what made the Spiders shocked to hear that she knew about it before they could really tell her. They both stammered the heck out of themselves. "W-w-w-w-what? B-b-b-but how did you know?" Spidey asked nervously.

Jean shrugged her shoulders, "I'm a telepath, I read minds."

Spidey felt a little bit dumbfounded by this. "You're kidding right?"

"Of course she's not kidding, hun." Natasha told him. "I forgot to tell you that the X-Men have telepaths in their ranks. So, oops."

That remark did not make Spidey feel any better for having his mind be read by a telepath. "Oops? Are you insane? Why did you..." Widow placed her finger over his mouth, shushing him again.

"Just shut up and kiss me." Widow said, making Spidey feel a little bit turned on.

"Okay." and Spider-Man and Black Widow made out in front of the X-Men.

"Mein Gott." Nightcrawler said as he was stunned. Gambit tried to do that to Rogue, but she kicked him in the face. Archangel raised his eyebrow and Colossus smiled for them. Kitty felt jealous that Spidey was spoken for. She always thought about how cute he was, but then Kitty snapped her fingers.

Wolverine smiled for them too, "It's about damn time you shut his flamin' mouth up!" Logan said, cheered for Nat, while Scott had a look of disdain on his face a little bit. "That web-head's smart mouth has really gotten on my nerves." he said, but then Cyclops had went over to Wolverine looking mad.

"Seiz the guy who's been trying to take my wife and challenge my authority a while back!" he remarked. It was true, Cyclops and Wolverine threw down several fights in the past, whether it was over who should lead the X-Men or for Jean's affection. And even to this day, their rivalry still continues.

"And turned your car into a convertible might I add!" Wolverine quipped scruffily, making Cyclops more and more angry at him, hitting a nerve like before.

"Why you!" Cyclops was about to retaliate until Spider-Man had enough and shot both of their mouths with his webbing, making them be quiet.

"That oughta hold until you two quit messin' around fightin' one another." Spider-Man joked, and everyone laughed.

Jean let out a snicker of mirth, "Thanks Spider-Man." she said. "I was about to use my powers on them and make them swap minds with two chickens like I did the last time!" she laughed loudly now.

"Yes, I remember that!" Storm added. "Professor Xavier was not pleased with that!" she rubbed a tear of joy from her eyes.

"But nonetheless, it was extraordinarily hilarious!" Beast statistically stated.

"Dern right it was!" Rogue waved her arm like a hook as she laughed.

Spidey laughed with the lot of them. "Oh my God, guys! You're killing me!" He said laughing his ass off. "But, if it's not too much trouble, do you think you could keep our romantic relationship a secret? If Nick Fury found out, he'd have me on suspension for flirting with a fellow S.H.I.E.L.D. Agent."

The X-Men all looked at each other and nodded in unison. "Of course, my friend." Beast said.

"Da." added Colossus.

"You got it, Spidey." Rogue gave the thumbs up.

"Oh, what the heck. Sure thing you two." Shdaowcat and Jubilee said together.

"Oh, mine and Widow's relationship is not the only thing any more, during the time Widow and I were bodyswapped, we got a new member of the Web-Warriors, Kaitlyn Rogers/The Astonishing Arachnid." this had Bobby and Angelica surprised.

"A new girl, huh?" Bobby wiggled his eyebrow.

"Don't even think about making a move on her, unless you want to get pounded by her dad." Spidey warned the ice mutant. "Her dad happens to be Captain America himself."

This shocked all the X-Men to the very core, even Wolverine when he ripped the webbing off of his mouth. "What?! Cap has...a kid?!"

"That's right, Logan." Widow responded to the Adamantium mutant. "But oddly enough, Coulson told me that her birth mother died of cancer after World War II, and she was experimented on by HYDRA, until Spidey found her stasis pod in a factory when he and I battled Shocker."

"Mien Gott, who knew?" Nightcrawler gasped.

Firestar went up to the Spiders, "So, how's Scarlet Spider holding up?" she asked.

"Well, he allowed my team to stay in his loft while the Triskellion is being repaired." Spidey informed the fire user. "Mesmero, Red Skull, Doc Ock and the Sinister 6 trashed it so badly, we couldn't use it as our headquarters, so Scarlet is letting them stay with him. Hell, even Harry and his dad are sticking around for a while." he explained to them. "Anyway, let's go get Arcade and make him the laughing stock of the world."

Archangel looked up above the lot of them. "Good idea, except there's one problem."

"What's that, Archangel?"

"HE'S HERE!" the winged mutant pointed out.

Spider Senses were tingling in the heads of both Spider-Man and Black Widow.

(F.E.A.R. by Henry Fong & Halfway House plays)

"What now? Another giant robot?" asked Spider-Man.

"No, more like a giant battle robot!" Widow pointed out as the looked up and saw that a new kind giant robot had landed onto the field in front of them all, making them take a few steps back.

Jubilee got a look inside the cockpit. "And you won't believe who's inside that thing!" she pointed at the cockpit and it showed Arcade inside the thing controlling it.

"ARCADE!" the heroes all shouted in unison.

"That's right folks!" he said out loud. "Arcade's Revenge wouldn't be complete without your deaths!" he laughed maniacally. "You destroyed my creations and ruined my fun! So for that, you will all pay with your lives!" Arcade swung his machine's arm at our heroes. "NOW DIEEEEEE!"

"LOOK OUT!" Spider-Man shouted making all the X-Men get out of the way of the mechanized arm and hunt for cover.

"Oh shit!" Wolverine grunted while he dodged the mech-arms.

Arcade laughed and cackled like a maniac, "You can run bu you can't hide! Neither of you will make it out of here alive! My thirst for murder will not be quenched! The game is called Arcade's Revenge!" he tried to rhyme as he laughed till he coughed.

The Spiders and X-Men were both disgusted at the same time. "Worst. Rap/Poetry. Ever!" he said denoting he hated that.

"My thoughts exactly Spider-Man!" Beast said while he went behind some rubble. "Absolutely, terribly horrendous!"

"No really? You think?" Kitty responded sarcastically.

Storm did not like what she just heard from one of her students. "Your sarcasm is not helping one bit, Kitty! So stop it!" Storm said to her student. And then Storm got hit by one of the missiles from Arcade's Giant Battle Robot and fell from the sky.

"STORM!" Wolverine screamed in horror.

Cyclops then thought of something. "Wolverine, catch Storm! I'll cover you!" he planned.

"On it Cyc!" Wolverine nodded as he ran over to Storm. Arcade tried to stop him but Cyclops countered with the use of his optic blasts. Wolverine jumped into the air, broke the weather users fall and looked deeply into her eyes. "Gotcha Darlin'!" he said.

"Thank you my love." Storm said, rewarding him with a kiss on the lips. After they broke from it the two returned their attention to the Giant Battle Robot Arcade was controlling.

Gambit then had a stratagem of his own. "Let's see if we can take that thing down a peg or two!" he got his staff ready. "Ready?"

"Ready!" Iceman, Firestar, Jubilee and Archangel said in unison.

"Let's go for it!" Gambit and the others all attacked the robot at once. Arcade tried to swat them away, but the arms of his robot were too big. Jubilee shot her light blasters while Firestar spewed fire from her hands causing some of the heat levels to rise in the robot. Iceman used his trail of ice to try and make Arcade dizzy inside while Gambit used his exploding cards to try and dent it.

"Now!" Arcahangel said, as he shout some of his feather blades at the cannons on the arms of the giant mech. Spider-Man shot a bolo-web which he learned from Scarlet Spider around one of the legs while Black Widow used a grapple hook to tie the arms together.

Arcade would not stand for that any further and broke free from his shackles. "You broke all my fucking toys! And now I'm going to even the ante!" he declared as he waved his arm.

"Guys, look out!" Jubilee said, as the robot arm went and whack some of the X-Men while the others dodged that attack. But then Arcade's robot did some kind of 'Cast Off' kind of thing and it looked a little thinner and had a goldenrod paintjob.

(A/N: 'Cast Off' was a phrase used in Masked Rider Kabuto, which is a favorite of mine in the Kamen Rider franchise. It was dubbed in English but shown in the Philippines on the Cartoon Network branch there.)

"Oh my God!" Firestar was shocked to see Arcade's mech do that sort of thing.

"Okay, NOW it's gonna get brutal!" Iceman said to everyone.

"You're right about that one, Iceman!" said Arcade as he were. "It IS burtal...with a million bolts of lightning! Shocking isn't it!?" he joked badly shooting a million volts of electricity out of he robot's palm at some of the X-Men and it hit a few of them with the voltage causing the heroes to be shocked until they were pushed back a little.

Widow turned her head to Spidey and said, "Spider-Man, I don't know how much more we can take of this!"

"Me neither but I do know one thing." Spider-Man switched his costume into the Spider-Armor II. "I've had enough of that guy!"

"Oh but not me." Arcade said as he locked his sensors on the web-slinger. "As a matter of fact, I'll just zap you with my lightning bolts!" he shot another round of electricity at the webhead only for it to not affect him at all.

"You were saying?" Spidey taunted.

Arcade was feeling very dumbfounded and did not understand what had just happened in front of him. "What? But how did..."

"My Spider Armor can repell your lightning bolts. Which gave me a chance..." Spidey elaborated to Arcade as he shot a web at him. "...to do this to you instead!" and then he concentrated the lightning bolts into his webbing and at Arcade, causing him to be electrocuted. He then fell unconscious for a little bit. "That should hold him down until we come up with the right strategy."

Widow went up to the wall-climber. "But how on Earth are we gonna take down that creep?" she asked. "His battle robot is indestructible."

"Until now." Spidey pointed to a few weaknesses that showed on the mechanized titan before coming up with a strategy. "Everyone, I got a plan!" he called everyone to him and they all responded.

"Yes, we could use one as of this moment!" Beast said, agreeing with what Spider-Man had in mind.

Archangel flew over denoting he wanted to hear what the web-sling had in mind. "Yeah! So what do you have in mind, Spider-Man?"

"I'm all ice ears." Iceman said as the other X-Men all gathered around.

"Okay, well it goes like this." the web-slinger began to relay his plan to Black Widow and the X-Men. "Black Widow, you and members of the X-Men will neutralize Arcade's Giant Battle Robot one by one so the X-Men and I will use our Special Moves and damage it one by one until it's completely destroyed."

Storm went and agreed to it. "Yes, that could work. But about the Special Moves Spider-Man described, who will direct us?" she asked.

The X-Men all thought about it carefully and then Cyclops came up with it. "Well, Spider-Man along with Black Widow saved us so we'll have to follwo his orders to the letter." he said.

The lot of the X-Men all nodded their heads in agreement with that idea, and Wolverine added to who would deliver the final blow. "Whatever. Red will deliver the last blow after we tear the damn thing to pieces."

Cyclops was a little weary about that. One time, Jean unleashed the powers of the Phoenix and she nearly tore the Earth apart and ate a sun once, so there was no doubt he would be concerned for his wife. "I don't think t's a good idea, Wolverine." Cyclops said to his rival. "The Phoenix inside her will..."

He was cut off when Jean placed her hand on his shoulder. "Cyclops, I'm extremely aware of the risks." she said to her hubby. "In other words, I'm in complete control of the Phoenix."

"I hope so, because that would be scary if..." Jubilee said before being cut off when everyone looked at her with a dirty glare. "I don't wanna talk about it right now."

Spidey found that to be a little bit frightening. "I'd rather not see that myself either." Spider-Man said. "Anyway, ready?"

They all clapped their hands and shouted, "BREAK!" in unison as Arcade's Giant Battle Robot got back up to it's feet and he felt a little weakened.

Arcade groaned a little bit. "Using my lightning bolts against me huh? Well, I'll show you!" he shot his arm at them all, but they all dodged.

Then Shadowcat distracted him by sticking her rear end out, smacking it and winked in a teasing manner. "Hey Arcade! I bet you can't shoot me down with those lame machine guns!" she teased.

Arcade felt a little sexually teased but went back into rage mode. "Oh yeah? Well allow me to prove you wrong my pretty!" he stomped toward the phasing mutant and began launching another set of his rockets at her, only to miss every time because she phased right through them.

"Yawn. That was so five minutes ago of you wasting your ammunition." Shadowcat teased again doing a cartwheel to dodge the next attack from Arcade's mech.

Arcade's eyebrow twitched in an odd way. "What? Are you..."

"Intangible? Well, duh!" Shadowcat teased the madman yet again.

Arcade slammed the console in his cockpit, "DAMMIT!" he yelled.

Shadowcat then phased through the giant mech and made electricity surge around it making the weapons inoperable. "Now guys!" she shouted to every one.

"Aim for the weapons!" Widow ordered everyone to attack at the same time and so they did.

"You got it, Widow!" Jubilee said as she used her light blaster on the right leg.

"You won't be needing these anymore, you madman!" Archangel shot his feathers at a set of guns that were mounted on the robot, making Arcade throw a dozen fits.

"NO! My Weapons!"

"Oh, that's not the only things we're going to break my friend!" Beast said, as he and Colossus worked together with their super strength to pull on off the left arm while Storm, Cyclops and Wolverine used their combined powers to rip off the left leg.

"Ja, we're also capable of doing this!" Nightcrawler said as he, Rogue and Gambit ripped the additional weapons off and Nightcrawler teleported some other set of them out of the robot.

"Nooooooo! You're ruining everything!" he complained as he watched the Spiders and X-Men slowly destroy his Giant Battle Robot. "Including my fun!"

Spidey went over to the villain. "Wuh! I'm Arcade and I'm a crybaby!" he taunted him.

Arcade shot himself up and kicked Spidey in the gut with his robotic foot. "You think you're funny Wall Crawller!?" he ranted. "Well, laugh this off!" he went to punch him constantly, but Spidey kept doing his best to avoid his assaults.

"Ha! You missed me!" he taunted as he kept on avoiding Arcade's assaults. "Gambit, your turn!" he ordered the Cajun mutant.

"With pleasure Mon Ami!" Gambit responded. "Royal Flush!" he threw his pole into the air, then rapidly throws 3/4 of his deck of exploding cards one by one at Arcade's robot, sending it flying into the air and the pole catches before falling down. "And after that, Cajun Express!" Gambit jumped to both sides of the villain then fired five pillars of kinetic energy.

Spidey turned his attention to another one of the X-Men, "Rogue! Show Arcade what a strong woman is all about!" he ordered the Southern Mutant.

"Mah pleasure sugah!" Rogue said as she got ready to do her thing. "How bout a little Hyper Repeating Punch!" she flew towards the robot, swinging her fists wildly like a barefoot jackrabbit on a hot summer day in the middle of August and ends with an uppercut that tossed the villain and his machine away from her and up into the air.

As Arcade's bot came falling back to the ground he got up and winced. "Drat! You'll fucking pay for that you mutant whore!" he shouted, earning himself a slap in the mechanical face by Rogue.

"Don't be such a sexist, hun!"

Spider-Man turned his head over to Iceman next. "Hey Iceman, tell Arcade to chill out for me, will ya?" he asked.

"Awesome!" Iceman said, as he got ready for his Special Move. "Arctic Attack!" he shot multiple ice pellets at Arcade from his chest. The pellets travel all around Arcade's machine and the freezing cold air seeped into the robot's air conditioning, making him shiver as if he had the sniffles.

Arcade Sneezed. "C-C-Cold!" he stuttered. "S-S-So Cold! I'm F-F-Freezing in h-h-here!"

Spidey looked at how the villain was feeling. "Hmm. Looks like he's about to get sick!" he said. "Storm, teach him a lesson about messing with Mother Nature!"

"That I shall do!" Storm responded. "Hail Storm!" she flew up and away from Arcade's robot at a certain height, and bombards him with several shards of ice via a storm cloud, making the villain try to run, but he got hit by them anyway.

"Ah! Hey, stop that! You're raining ice on me!" he complained.

Storm mused at this, "Then perhaps you would prefer this. Elemental Rage!" she encased Arcade's robot in ice from head-to-toe and slashed them with a set of high-speed miniature tornadoes.

Cyclops felt a little left out so he took the initiative. "My turn! Mega Optic Blast!" he shouted as he shot a huge beam of his optical lasers at Arcade, making the ice he was trapped in before melt away and made it overheat a little bit.

"Super Armor!" Colossus said as he activated his metal body and went for another special move he had. "Super Dive!" he then jumped into the air and dove head first at the mech, hitting it in the head.

Arcade felt like it was all he could take. "Stop, stop!" he begged. "Have mercy!"

The lot of them did not listen. "Weapon X!" Wolverine shouted as he dashed at Arcade's robot, unleashing a barrage of attacks from his claws, shredding the giant metal titan's arms into pieces.

Spidey then got ready to do his finisher on him. "Maximum Spider!" he said as he hit him so badly and then stopped.

(A/N: Well, face it. You already know what the Maximum Spider move looks like, so there's no need to describe it. All the moves that the X-Men did on Arcade were from all of their video games. I've never played them, but I have see walkthroughs of them all.)

"Aaaaahhhhhhhhhh!" Arcade screamed in horror as his robot was about to explode. "Okay, I give up, I give up!" he cried.

"Okay." Spidey said, as he walked over to the villain. "We'll stop torturing you." he attempted to grab him before the robot self destructs.

"PSYCH!" he said, struggling to get up for one more attack.

Spider-Man was not moved. "I figured you would do that!" he said, turning his attention over to the X-Men's favorite redhead. "Go Phoenix!"

Arcade looked on as Jean flew into the air and got ready for her Special Move. "Oh no." he said, dryly.

"Now for the grand finale." Jean said. "Phoenix Rage!" she shouted, channeling her cosmic flame around herself and then fired the flames forward in the shape of a giant bird while it screeched loudly and heavily burned Arcade's robot upon impact.

"Ahhhhhh!" Arcade screamed like a little girl as he feared his imminent doom. He then pulled a lever and ejected himself from the giant robot. "That's it! I'm out of here!" he said frantically as he ran off.

Jean calmed the Phoenix's flame inside her and landed back down causing Cyclops to catch her bridal style. Spider-Man felt a little exhausted. "Phew. That's the last of Arcade's robots." he said. "I think we used up all of our energy fighting all of them. Including Arcade."

Widow went over to him. "C'mon, we can't let him weasel his way out of this." she pointed.

"Not if we have anything to say about it!" Wolverine agreed with what Natasha said.

"Either way, we must not let him escape!" Storm also agreed. So the Spiders and the X-Men all chased after Arcade down the final tunnel and then Spider-Man came up with some sort of idea.

(Song Ends)

---

As Arcade made his way down the final tunnel, he cursed himself for not succeeding in his goal for Red Skull and Mysterio. "Dammit! Fuck! Those blasted superheroes destroyed my robots, escaped my deadly traps and completely ruined my fun!" he complained to himself. "I'll make 'em pay for all they've done! But for now, I gotta..."

"Get out of here? I don't think so, twerp." Spidey shot a web-line at Arcade and yanked him back over to him. "I do believe my beautiful girlfriend has something that belongs to you."

Not thinking about what it is, he then chirped up. "Ooh, ooh, a kiss on the lips? Or at least on the cheek." he asked only for Widow to shoot a dirty look at him.

"No, you ungrateful, psychotic, sick, twisted, spoiled brat!" Widow slapped Arcade across the face.

"Ow, that's smarts!" he winced in pain.

Wolverine went over to the red-haired villain and snarled. "Not as badly as me shoving my claws up your ass, bub!" he yelled as he revealed his claws at him.

Arcade had a look of fear in his eyes, "No, no, don't do it!" he begged. "I beg for mercy!" he yelled.

Wolverine did not believe him, "Nice try Arcade but..." he was about to stab him, but Phoenix stopped him.

"Let him go, Logan." Jean urged. "I will take it from here."

Wolverine thought about what Jean had said to him and silently agreed. "Whatever you say, Red." he said back to her. "Besides, I was scaring the shit out of him until he pissed in his pants." he stood aside and let Jean do her thing.

"I see." Jean replied as she noticed that Arcade did indeed peed in his pants making everyone laugh out loud.

Arcade huffed angered. "What are you gonna do? Mindmeld me?" he asked sarcastically.

"Nope. I'm putting you to sleep instead." Jean said as she used her telepathy to make Arcade feel woozy so much he fell asleep.

Spider-Man and Black Widow were impressed. "Wow! Better than what I was thinking."

"Nice work, Jean." Widow said as her and Jean high-fived each other. Then, the lot of them all bolted out of the complex and awaited evacuation.

---

A few minutes later, a group of S.H.I.E.L.D vehicles arrived and Nick Fury arrived in the nick of time to arrest Arcade for his deeds, but he arrived with a man with a bald head, wearing a green business suit and a black and red striped tie sitting in a goldenrod hover chair. This was the mentor of the X-Men, Prof. Charles Xavier, alias Professor X. Spider-Man brought the sleeping villain who was tied up in his webbing before the Director of S.H.I.E.L.D.

(Remix [I Like The] by New Kids On The Block plays)

"Good work everyone." he commended the Spiders and X-Men for their valor. "It's bad enough that Arcade escaped S.H.I.E.L.D. custody thanks to HYDRA. As usual we'll have to enhance our security systems on the Tricarrier to make sure that something like this will never happen again." she shrugged his shoulders and had his good eye shut. "Especially after the severe damage Red Skull, Mesmero and the Sinister 6 caused at the Triskellion."

Wolverine let out a scoff. "Pfft! Eventually it will happen again." he said, stating the obvious.

"I really hate to say this but I actually agree with Wolverine." Spider-Man said, surprisingly.

Professor X moved his chair over to the heroes he was the mentor of. "Are you alright, my X-Men?" he asked. "I tried to track you all down with the use of Cerebro, but Arcade must have deployed a device that prevented me from finding you."

"We're alright, Professor." Cyclops responded. "Arcade was ready for us after the last encounters we had with him in his Murderworld."

"That's right, he even had the five of us mind-controlled while being placed inside Sentinels that looked like use."Phoenix responded as she pointed to herself, Cyclops, Archangel, Beast and Iceman all at once.

"Yeah, but that's nothing compared to the time I was brainwashed by Mr. Sinister and Apocalypse that made me what I am today." Archangel stated, confirming the incident that made him into what he looks like now.

Storm was next to reveal what had happened to her. "I nearly drowned by the way." she said. "Arcade seemed to know all of our strengths and weaknesses."

"Ja, but we've still defeated him." Nightcrawler said, reassuring them all. "Und also Ororo, you survived because of ze CPR Wolverine und I preformed on you." Logan smiled at the 'elf' as he called Nightcrawler.

This had Spider-Man somewhat, dumbfounded. "Which kinda worried me a little bit." Spider-Man said.

Nightcrawler turned his head over to the web-climber. "Vhy's zhat, Spider-Man?" he asked.

"Because of Wolverine's bad breath from all the beer's he's been drinking." Spidey remarked.

Widow decided to add to it. "Yeah, but the Hulk's is the worst. That literally put a bad taste in my mouth." she said.

(A/N: That happened in the Avengers Assemble Season 2 episode entitled 'Head To Head'. That reminds me, I need to rewatch the first three seasons again.)

Spidey, Jubilee and Shadowcat were disgusted by the very idea of that. "Yuck!" he gagged. "I really don't wanna know or find out!"

Jubilee also gagged along with Shadowcat. "Eww! Me neither!"

"Ditto on that, Jubes!" Kitty agreed.

Storm turned her attention to them "Oh hush everyone!" she said to them all. "At least Wolverine's breath saved my life." he looked at her with passion in her eyes and he did the same, which had Spidey bewildered.

"Wait just a cotton-pickin' minute, are you two...?" he asked.

"Yes." Storm confessed, making Spidey and Widow's jaws drop to the ground.

Even Nick Fury was a little astounded by that, but he dismissed it by clearing his throat. "Nonetheless, we'll take care of that wackadoo Arcade from here and try to restore global law and order until the Triskellion is up and running again." he said to the Spiders and X-Men. "It's bad enough that the Supervillains escaping from us have been a royal pain in my ass. Especially after the two incidents involving Dr. Octopus, Mesmero, Red Skull and The Sinister 6."

Beast nodded his head in agreement. "Yes, this is quite disturbing." he said as he looked at a video Fury showed what happened to the Triskellion. Arcade woke up as some S.H.I.E.L.D. Agents had him restrained as he began shouting to the heavens. "I'll get you for this Spider-Man! You, your pretty Russian girlfriend and the entire X-Men!" before he was karate chopped in the back of the neck

"Go fuck yourself, Arcade!" Wolverine shouted to the red headed villain.

Storm shot a dismissive look at her animalistc boyfriend. "Language Logan." she wagged her finger at the man.

"Whatever." he shrugged his shoulders.

Professor X also looked dismissive. "Keep it up Logan and I'll have Ororo and Jean braid your hair." he said, feeling like he could not resist the urge to rattle Logan's radish, making everyone laugh in the process.

Fury then began to think about something. "I don't know what the hell Arcade is talking about Spider-Man and Romanoff, but you wouldn't..."

Beast stopped the S.H.I.E.L.D. Director's speech right there, "Of course not my friend. Arcade is just ranting and raving off the side of his mouth."

"Yeah, what he said." Spidey agreed with the blue-furred genius, causing Fury to have a light smile on his face. "Plus, there is a new prison that Mesmero was sent to, maybe you could settle Arcade with a cell of his own."

Fury chuckled a little bit, "Alright, I'll see if the guys over at The Tomb can arrange a place for him." he said before turning around as he ordered his agents. "Load him up, we're moving out!" he went into the S.H.I.E.L.D. prison jet as it took off into the sky.

Beast then returned his attention to the web-slinger. "It's a good thing that your secret is safe with us my friends." he said to Spidey and Widow. "It would be a disaster if it's compromised when your superior learns about your relationship."

"Yeah, after all, you helped us get out of Arcade's deadly hideout." Shadowcat responded as she hugged the two.

Spidey shook hands with Beast yet again. "Thanks X-Men." he said to them all, though something was still bothering him. "But what we're trying to figure out here is how did Black Widow suddenly get her own Spider Sense and the ability to stick to walls?"

"Yeah, that's what I wanted to know." Widow added.

"Perhaps I can answer that." Professor X explained to the two Spiders as he moved his hover-chair. "When I read both of your minds, you two have developed a psychic bond as a side effect of Mesmero switching you both of your minds and back. When you forced him to revert your minds back your original bodies, the psychic bond between you two is formed."

This had the two surprised. ""Oh I get it now. That makes perfect sense." Spidey stated.

"Yeah, I second that emotion." Widow agreed. "And I suppose that we have to thank Mesmero for that." she rolled her eyes.

"I'll do that for ya when I see him next time." Wolverine told the two and stuck his claws into the air. "Besides I owe that dirtbag a claw being shoved up his ass!"

"Sure thing, but I'd advise you to be careful with that guy." Spider-Man told Wolverine. "Because I'm afraid he might end up putting you in the body of either Storm of Phoenix."

The two ladies were slightly disgruntled by the idea of that happening. "He certainly will not!" Storm folded her arms.

"Just say no to that!" Phoenix added.

"Not if me and mix six little buddies have anything to say about it!" Wolverine said as he shot his claws out in the form of an 'X' and snarled.

Spidey felt a little spooked. "Sure. I'll keep that in mind!" he said to them.

Professor X used a key he had in the glove compartment of his chair, it let out a beep and it opened up the X-Men's main vehicle it looked like a jet from the times of the Cold War, a Lockheed SR-71 Blackbird which served as the X-Jet. "Come, my X-Men. It's time to go home." Charles said. "It's been quite a long night."

"My thoughts exactly Professor." Beast confirmed as he followed the wise and noble man into the jet. "Besides, i got dandruff in my fur." he stated the obvious.

Cyclops and Phoenix turned their attention over to the two Spiders. "Hey, uh, Cyclops, you and I don't have the same barber, do we?"

This made the optic blasting mutant snicker in a comedic way. "Not really. My barber is in Bayville, outside of Westcheaster." he corrected. "Thanks again, Spider-Man and Black Widow. If you ever need us, you know where to find us. Good work by the way." he gave the thumbs up to the two Spiders.

"Oh, and give the Avengers our warmest regards next time you see them." Jean requested.

"We will." Widow said, wrapping her arm around Spider-Man's neck. "As long as Iron Man doesn't get any bright ideas first." she felt miffed about Iron Man being a sleaze-bag. The power couple of the X-Men went into the jet.

Iceman and the others went over to the arachnid duo. "It's been a blast seeing you guys again!" Iceman said as he high-fived Spider-Man.

Firestar agreed. "Yeah, what he said."

"And the first time with the rest of the X-Men." Colossus hugged them tightly without knowing his own strength.

"Which is totally cool might I add!" Jubilee said showing her enthusiasm.

"Ja, no doubt about zhat." Nightcrawler added.

Rogue went up to them next. "Hey, Spider-Man, Black Widow, even though you two are datin', maybe we could do a little bit of a threesome sometime!" she winked flirtatiously.

Spidey blushed under his mask. "And suck our..."

"Just kiddin' with y'all!" Rogue said, denoting she was just messing with them both. "Besides, Ah'm in control of mah powers."

Spidey stuttered. "Um, s-s-s-sure."

"Yeah, we believe you." Widow confirmed.

Gambit then went over to the southern belle. "Maybe I give you one, no?"

Rogue let out a slight hint of laughter. "Shucks Remy! You make a gal like me giggle." she said, charmingly.

"Oh for the love of Pete, get a room!" Shadowcat yelled at the two with the accents. "Oh, sorry Spidey, Widow." she shook hands with them.

"It's alright Kitty." Widow replied.

Wolverine and Storm went over to the Spiders next. "I've said it before, and I'll say it again." Wolverine started off. "Yer lucky you got yourself a smokin' hot, juicy redhead, webs. You get to have a shitload of fun with her while I'm stuck with Storm."

Ororo put her hand on his shoulder. "Behave yourself Logan. At least, I'm the best thing you have." Storm said, as she kissed Wolverine on the cheek. "Deal with it."

"You know what Darlin?" Wolverine smirked at the weather user. "I think that can be arranged. C'mere!" he then grabbed Storm and began tickling her and then placed her in the air the way Rafiki did for Simba in The Lion King.

(A/N: The Lion King has been a favorite movie of mine and my stepmom. It always made me cry.)

"Wolverine? Stop!" Storm laughed uncontrollably. "Put me down!"

"Yeah? Try me." Wolverine kissed Storm on the lips as he carried her bridal style while they entered the Blackbird and took off back to the X-Mansion.

(Song Fades)

---

Spidey and Widow were now in Widow's Car riding off into the night. The ride was wonderful as thy both enjoyed the view of the moon as they also gazed into each others eyes. But, hopefully one day, that dream about the Spiders getting married, continue being superheroes and start a family of their own may come true.

But then, Spider-Man took his mask off to her, "Widow, call me crazy, but isn't weird to see Wolverine and Storm acting like a couple?" he asked.

"Hmmm, more like dating to me, Peter." Natasha said back to him. "And speaking of which, how about we conclude our date by spending the rest of the night at Avengers Tower?" Nat asked as she unzipped her costume a little more to let her massive boobs breath a little more. "After all, we've been through a rough night and I feel like take my costume off and showing you my body in it's true form." she winked, making Spidey stiff his costume.

"Oh ho! Even better, Nat." Peter said as they kissed each other on the lips.

---

Inside Avengers Tower, in Black Widow's quarters with a 'Do Not Disturb' sign on door handle. Peter was sitting on the bed waiting for Black Widow to get undressed while he was watching the news seeing Jameson again, ranting about him being a menace once more. But this time he was dressed in a pair of blue boxer shorts. Jameson switched over to a report by Robbie Robertson, who he was glad to get some good publicity from him.

"Hello, I'm Robbie Robertson, of DBC. In other news, it seems as though, Spider-Man and Black Widow were indeed abducted earlier tonight by a villain calling himself Arcade." Robbie said. "They did escape however when they found out that Arcade had also captured a group known as the X-Men. And after he was defeated, the villain was arrested by S.H.I.E.L.D. Director Nicholas Joseph Fury and his sentence is to a new prison dubbed The Tomb. Not sure if this is the last we'll see of Arcade, but wherever this place is, let's hope that Arcade rots there in his own hole. Back to you Jonah." he said as the camera went back of to the critic of Spidey.

"Thanks Robbie." Jonah responded. "Well, no matter what that masked menace Spider-Man is up to, I still won't rest giving you the truth about him until he's been eliminated!" he ranted, causing Peter to turn the setting to HDMI 2 and placed a movie inside the Blu-Ray player.

"Well, at least that Robbie Robertson guy says good things about me instead of Jameson." Peter said to himself. "And John Jameson is much better than his old man, but I will wait for Melinda May to beat J.J. up. Plus, I wonder how Randy is." The guy he was talking about was Robbie Robertson's son Randy, who happens to go to school with and want's to be in the NFL. He had already called his Aunt May earlier and told her that his date with Nat, without revealing her name, was great except for the fact that they were abducted by Arcade who had also captured the X-Men that night. But he reassured her that he and his girlfriend along with some of the X-Men made it out O.K. and that Arcade got arrested and was sentenced to the Tomb. After the reassurance May told him that she made a new friend named Bianca Flynn while she was in Denver and would like to introduce her to him someday. He agreed to do so and they said their good nights to each other before he hung up.

(Wanna Get To Know You by G-Unit Feat. Joe plays)

Natasha enters the room in just a pair of black panties and no bra, which made Peter get a little bit of a nosebleed, but he cleaned it up. "So let me get this straight." he started off. "You punched Melinda May as payback for hitting me in the face the first time we met?" he wondered.

"Yes, because she was being such a bitch for the way she acted." Nat acknowledged to her teen boyfriend as she seductively walked on her hands and knees over to Peter. "When she hit you really hard in the face, I was really worried about you. Sure you made a mistake by letting Yelena Belova try and come between us in a divide and conquer kind of way but at least you learned from it." held Peter closer to her breasts, making him blush.

Peter then looked up at her face, deeply into her eyes. "To be honest with you Natasha, I'm really glad that you're my girlfriend." he smiled at her. "I haven't felt this way with you since my ex-girlfriends back then."

Just then the light bulb in Natasha head went on as she raised her eyebrow with a sly look on her face. "Really now?" she asked and Peter nodded yes. "maybe we should talk our ex's right now because I want to know about them." she said to her man. "But first, F.R.I.D.A.Y., Lights please."

The lights dimmed a little bit as the movie played. "There you go, you two lovebirds." F.R.I.D.A.Y. said teasingly.

The two Spiders smiled and got right to it. "Okay, I'll start with mine." Peter started as he rested against his pillow and Natasha did the same thing. "Before I became Spider-Man, I had a crush on a girl named Gwen Stacy. After I became what I am today, we got close and fell in love to the point where we kissed. Hell, even her dad, the late Capt. George Stacy liked me as if I was his own son. But then, during my battle Electro when he still had that star-shaped mask of his, before it was revealed that his real name was Maxwell Dillon, a year later before I was recruited by Nick Fury so he could train me to be the Ultimate Spider-Man, she died when I caught her with my web when she was thrown off the George Washington bridge and broke her neck." the boy then felt tears flowing down his face as he did his best not to cry. "Electro disappeared and I haven't seen him since that incident until we met when he tried to take over the Daily Bugle Communications satellite and he joined the Sinister 6. That incident haunted me for a while and it inspired me to do better as a superhero and a human being. You know how that goes." he then started jittering as if he were cold.

Natasha stroked his head as she allowed him rest his head on her bosom. "Peter, I'm so sorry that happened to you." she felt for him.

"Thanks babe." he said wiping his tears away. "At least you understood what I've been through and the losses I've suffered besides losing Uncle Ben."

Nat smiled at him. "Anymore ex's you'd like to discuss with me?"

"Yeah." Peter continued. "After Gwen Stacy's death, Mary Jane Watson, before she became Spider-Woman, and I dated for a brief time until we decided to remain friends." he told the Russian redhead about the time he and Mary Jane dated before they broke it off. "I also dated a thief named Felicia Hardy, also known as the Black Cat who developed a crush on me after she thought of me as mysterious and didn't care about what I look like under the mask. But then, one night, when I beat the snot out of Jackal, I took my mask off and revealed my true identity to her, only for her to vomit on my dick, which is totally embarrassing." he acknowledged the fact that he dated a thief once before. But once Natsha heard that Black Cat threw up on his manhood she broke out in laughter. "Oh great. Now you think it's funny?"

Natasha stopped laughing for a bit, feeling like her belly was about to burst. "I'm sorry Peter! That was hilarious!" she wiped a tear of laughter from her eyes. "Please continue."

Peter took a deep breath before continuing. "Thanks. My relationship with Black Cat lasted for a while, but it turned sour when she continued to commit robberies as a thief. I tried so many times to get her to stop stealing from everybody in a playful way, but she stubbornly refuses so I decided to break up with her and the next thing I know, all the crime that she committed caught up with her and she was sent to Juvenile Jail where she's currently serving time behind bars." Peter felt a little glad for that. "So, what about your ex's Natasha?"

Natasha was a little hesitant but she answered anyway. "Well, one time I was married to ruggedly handsome Russian man." she admitted.

Peter's eyes went bug-wide with shock. "W-W-What? Y-You were married?!" he asked surprised.

"Yes." The Russian redhead nodded. "His name was Alexi Shostakov who happened to be a champion test pilot way back before your were born." This sort of news had Peter dumbfounded. "We've been through a lot together being a married couple in love until he was killed in a freak accident during a rocket test." she said solemnly.

Peter looked a little down about that himself. "I'm sorry about your loss Nat. It really sucks being a widow." he said. "No offense."

"None taken Peter." Natasha replied back. "During my training in the Red Room program, I once fell in love with one of my instructors. I also used to date my long time partner and best friend Hawkeye until he got married to Laura and had their three kids together. I'm the figurative aunt." then she got to something she never told Iron Man or the rest of the Avengers. "I also used to have a crush on Captain Ameirca until he currently started dating Sharon Carter who happens to be the niece of Cap's one time lover Peggy Carter."

Peter was now awestruck when he heard about Cap's girlfriend being the niece of his old love interest. "I see, but at the same time, it's kinda weird seeing cap dating the niece of his first love after being frozen in a block of ice for 70 years."

"Actually, Sharon strongly resembles her aunt. That's why Cap fell in love with her." Natasha pointed out.

"Okay, I stand corrected." Peter added.

But then the unexpected happened, she remembered someone else she dated before. "Oh, I forgot to tell you this before." she started again. "I also once dated Daredevil during my time with the Avengers."

Peter was shocked again as he had no idea that Natasha dated the 'Man Without Fear' before. "Oh wow! What happened during that time?"

"We sorta ended things between us because he got consumed by his demons until he eventually defeated them and we decided to remain friends after that while he resumed his relationship with Elektra Natchios. And that's about it." she told him but then wondered if he dated any other female superheroes before her. "Have you ever dated any female superheroes recruited by Nick Fury?"

Peter shrugged his shoulders, "No, but White Tiger and I flirted and kissed each other during a mission and that's about it." he openly admitted to the redhead. "It was a one time only thing between us."

"I see." she winked. "Although, I can swing it both ways."

Peter felt his eyebrow twitching when she said that. "What? Are you telling me that you also attracted girls and kissed them too?" he asked making Natasha reply with a nod. "Oh my God." the two of them laughed about that sort of thing and then stopped, causing Nat to lick his hear in a hot way. The two began to kiss passionately on the lips and Peter began to feel Natasha's boobs making her moan with delight while his other hand felt her rear end causing him to smack it. He then started to suck her now erect nipples making her moan even more.

"Oh...God, that feels so good, Peter." Natasha said in a raspy voice. "Just...Don't...Stick your...Cock into me!" she moaned.

"Don't worry, babe...I won't!" he breathed dryly.

(Song Fades)

The night lasted longer than ever, but little did they know, someone was watching them from outside the tower. This someone wore an all black outfit that looked like a ninja. He stared at the window with jealousy and said, "I've been away from you for far too long Natasha." in a Russian accent. "But do not't worry, soon I will dispose of that bug you call a boyfriend and take you back once and for all." he declared leaving off into the night.

---

While the two Spiders spent the night at Avengers Tower, Scarlet Spider, was at the loft without his mask on was sitting at a desk typing up a book he was working on while everyone was sleeping. He could then here the sound of someone knocking at the door. He stopped to open it up and in came a man with shaggy brown hair, black army gear, a mask that covered a little bit of his face and eyes and his left arm was made of metal with a red star on it. This was James Buchanan 'Bucky' Barnes, the Winter Solider. He used to be Captain America's sidekick during WWII before HYDRA got their hands on him, did a number on his mind and made him a living weapon. But it didn't turn out so good, he soon turned his back on HYDRA and swore he'd have revenge on Red Skull, but he never got it.

"Ah, took ya long enough to get to my place." Scarlet said to the man as his mask deactivated to show his true face. "I got your message on my watch. So, how can I help you Winter Soldier, or perhaps if I may call you James 'Bucky' Barnes?"

"Yes, I haven't gone by that name in a while now." Winter Soldier responded to the young man in a voice that sounded like Red Arrow. "Kaine Parker, we need to talk. It's very important."

Kaine looked a little confused as to what Bucky said by that. "Why?"

"Because the past about you, your younger brother and Natasha Romanoff is coming to haunt you."

This made Kaine feel majorly worried. "Oh my God." he whispered, before regaining his focus. "Okay, come inside." Bucky went into the area of the loft where Kaine was working on his book and who knows what will happen next.

To Be Continued...

---

Well, this chapter is completed. Sorry I took months to do this, ERoc901 Tha Clean Up Man had to type up chapter 5 of of his story Spider-Man/She-Hulk: Freaky Friday, which is a favorite of mine if I do say so myself. Plus, I found out that my dad had a stomach ulcer. I just assumed he was going to die, but I was wrong. And that fact about Rogue and Nightcrawler being half-siblings is true. I'm also working on a few Kamen Rider fanfics as well. Kamen Rider 0X (Zero-X) and Kamen Rider RED, my first crossover between Kamen Rider and one of my favorite anime shows...Yu-Gi-Oh GX. I got some pictures for the story on DeviantArt right now. Feel free to go to my gallery. Also, that part about Gwen Stacy being killed by Electro was made up. In the comics Gwen was captured by Green Goblin. I wanted to see what happened if it were Electro instead of Goblin. Plus I had a doctors appointment today and got a good chek-up.

But now, stay tuned for Chapter 12: Secrets Of The Past - Part 1! Peter and Natasha are having a normal morning, but they soon are interrupted by the arrival of Mary Jane who knows about their relationship, and she approves. It is then that Spider-Man, Black Widow and Spider-Woman are called by Mockingbird to respond to a situation involving Scorpio and his group Zodiac, and their new ally the Ronin, who try to swipe a file on a C.I.A. Geneticist named Dr. Richard Parker who happens to be Spidey's father. Black Widow get's capture by the Ronin and feeling enraged, decides to go after him. Scarlet Spider is informed about this by the Winter Soldier, who also tells him that someone betrayed Dr. Parker in the past and needs to be stopped. Will Peter be reunited with his father and save Black Widow or will he fail? Find out next time!

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