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.

13. Secrets Of The Past - Part 2!

Hey everyone, what's happening? It's time for yet another chapter. This one continues where the previous chapter left off and it has officially been two years since this story started. Spider-Man, Spider-Woman, Scarlet Spider and Arachnid are on their way to Siberia to confront Zodiac, Ronin and Red Skull. Black Widow tries to find a way to escape, and Spidey gets help from the Fantastic Four to save her and he and widow get a few more costume upgrades at the end, as does Scarlet. Will Spidey be reunited with Widow and find out more about his dad, or will Eddie Brock exact revenge? We'll find out today! So right now, let's dive into the second part of this story!

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Disclaimer: Same as before. I also do not own Fantastic Four in any way. All Rights go to Marvel, Fox and Stan Lee.

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Chapter 13: Secrets Of The Past - Part 2!

Last time, Peter and Natasha were enjoying their breakfast when Mary Jane arrived and told them that she knew about their relationship. Mockingbird called them and told them that Scorpio and his Zodiac were stealing a file on Peter's father, Dr. Richard Parker and revealed that he was a geneticist for the C.I.A. and his wife Mary, Peter's mother was the best agent the C.I.A. ever had. Scarlet Spider has a conversation with James 'Bucky' Barnes/the Winter Soldier and tells him about the fact that during Dr. Parker's time in the C.I.A., he was working on a cure for cancer, but his old protege Eddie Brock betrayed him and got his hands on the actual Symbiote that Agent Venom and Spider-Woman's were copied from. Spidey, Widow and Spider-Woman arrived at the Joint Dark Energy Research Facility where they meet up with Mockingbird and they have a battle with Libra and Gemini over the file on Dr. Parker, but they are ambushed by the Ronin, a ninja that kidnapped Black Widow. Spidey got the file but couldn't get Black Widow in time. Spider-Man decides to go after Ronin and Zodiac alone, Mary Jane tries to prevent him, he does not listen and she smacked and punched him in the face for not listening to him. Scarlet Spider breaks up their fight and gets them to calm down as he tells them about the info he got. He also takes the two back to his loft to show Peter the notes his dad made. Peter discovered the notes were not finished. Katie and Bucky go along with them as Maria Hill and Sharon Carter arrive to take them to Zodiac's hideout in Siberia. Phil Coulson is not happy about Nick Fury keeping the secret about Spider-Man's parents from him and then H.E.R.B.I.E. arrives along with Reed Richards/Mr. Fantastic and Peter was also informed from a mystery person that his father is still alive but is on the run from HYDRA and Zodiac. Plus Black Widow found out that Ronin is actually Alexi Shostakov, her ex-husband from her days in the Red Room, and he had been working for HYDRA. She feels crushed but now must find a way to get out of her cell, and now on to the second part of Secrets Of The Past!

We now find ourselves in Siberia, near the Zodiac base where we see a whole squadron of S.H.I.E.L.D. agents in armored vehicles engulfed in a shoot-out with HYDRA agents and Zodiac goons. Phil Coulson was leading the charge in the vessel called Zephyr-1 along with Melinda May, Daisy 'Skye' Johnson/Quake, Lincoln Campbell/Sparkplug, Alfonso Mackenzie, Lance Hunter, Bobbi Morse/Mockingbird and a young man who looked Asian American in origin. He had short dark hair and dark brown eyes. This was S.H.I.E.L.D. agent Jimmy Woo, he was part of a group called the ATLAS Foundation, a group that was hidden for a while, but they came to be liked.

(A/N: In this storyline, ATLAS is not a criminal organization but they are a S.H.I.E.L.D. branch group.)

"It looks like they were expecting us to arrive so they can get the upper hand on us." Coulson said, reporting on the situation at hand. "Quake, give 'em a trembling reply for me, would ya?" he asked.

"With pleasure Coulson!" Quake said, as she shot a tectonic wave at some of the HYDRA goons and some of the Zodiac minions as well.

"Now let's move!" Coulson ordered as he and his team got out of the jet and began to fight. Phil shot a few goons down while Mack and Lance shot at a few of them with their blasters, Melinda May shot a few as well and Sparkplug used his electric powers on them to send them flying into the mountain behind the base. Jimmy was with Mockingbird as they used they're martial arts skills to get past a few of the HYDRA and Zodiac goons that came their way. "Sir, we've penetrated their defenses but they're still blocking us out here."

On the Helicarrier, Nick Fury was watching the whole thing on the main hold monitor. "That's just the start of it, Coulson." Fury said as he saw this. "You have your orders, so follow them to the letter." he ordered them again. "And whatever you do, Spider-Man mustn't know about this! It's bad enough that the skeletons have come out of the closet, make sure that Pandora's Box remains shut! Is that clear!?" Fury barked.

Coulson did not like how Fury put it, but went along with it anyway. "Roger that!" he responded as he shut his comm-link off.

Quake went over to Phil and wondered, "But what about Spider-Man?" she asked. "Should we tell him the truth?"

Mockingbird went to them and added, "Yeah, we can't just keep him out of this!" agreeing with what Daisy said before.

Phil was inclined to agree with the ladies. "We will tell him when we see him again, but until then we've got a job to do." Coulson said, as he informed the two of them while he shot a few more HYDRA Agents. "Everybody, move out!" Coulson ordered as the lot them went to the front to continue the fight.

---

Inside the Zodiac Base, Red Skull stood in front of a group of terrified geneticists, had a sinister look on his face while he looked out the window at the ensuing bedlam.

"It seems zhat S.H.I.E.L.D. has successfully penetrated their way in." he said as he got a good look at it before turning around to the geneticists in the room with him. "But it matters nothing. Zhe Doomsday machine is already completed und all zhe geneticists have outlived zheir usefulness." he told his soldiers as they had their guns pointed at the doctors. "Kill zhem all at once!" he ordered.

"Hail HYDRA!" the soldiers shouted in unison as the were about to fire their guns.

But then, without knowing, there was a blackout in the room. "Agh! Who turned out zhe lights!?" Skull demanded, before there were sounds of grunting, punching, kicking and gunfire all over the room. There was even a clanging sound coming in as Red Skull winced in pain right in his jaw.

(A/N: He does not have a toothache like I did before.)

When the lights came back, two of the would be dead geneticists were gone while a few of them were dead. Skull looked around and saw his soldiers knocked out, on the floor. "It seems zhat ve are not alone." he sneered.

---

Back outside, the two doctors that were missing happened to be a man and a woman. Their lab coats were messed up and they had some blood marks on their cheeks and legs. They were rescued by Winter Soldier who had returned to Siberia with his old partner, Captain America. The duo from WWII, brought the both of them up to the rooftop of the base, near the side of a mountain.

(A/N: Captain America is wearing a variation of the outfit he had in Secret Empire, but don't worry, he's not a HYDRA agent in this story. He also has that round shield he always uses.)

"Are you two okay?" Cap asked them both.

"Yes, we're fine, thanks to you, Captain America." the male doctor said to the patriotic Avenger, before turning his head over to the guy with the metal arm. "But, who in the hell are you?" he pointed.

"He's Bucky, but more mature." Cap told them, making them gasp in shock by this news. "He calls himself the Winter Soldier now."

"Thank you both for saving our lives." the female doctor said, embracing the man with the metal arm. "My husband and I never thought someone would be rescuing us after being held prisoner for so long."

"Hey, it's the least we can do." Winter Soldier responded. He looked down at the battlefield, and saw that there were a whole warehouse full of HYDRA agents and Zodiac goons. Plus he saw a few S.H.I.E.L.D. Agents shooting at the tanks the HYDRA goons had and some of the ground carriers Zodiac had acquired. "Hey, Cap!" he signaled for him to come have a look see. "Looks like you've got your work cut out for you tonight!"

Cap looked at the ensuing bedlam and mayhem. "Yeah, I do but they did put up a fight." he said to his old friend. "But it also looks like S.H.I.E.L.D. is busy going back and forth with HYDRA and Zodiac." he added, as he looked at the two geneticists they saved. "The Red Skull was definitely using the Geneticists to build a devastating weapon powerful enough to destroy the capitol cities of the world and possibly the entire planet itself."

"No doubt about that, Cap." Bucky said back to his friend. He then walked up to the married doctors. "Say you two, do you know where Richard Parker went?" he asked. The name was familiar to them, since they worked alongside him before. "We just want to know where he's gone off to. That's all."

The couple looked at each other and wondered about a promise they kept to said man, but they feel like they could trust him. "Okay then." the male scientists said to Bucky. "But if he doesn't want to be found just yet, then it's probably for the best."

Bucky got the lowdown from the two of them and found out where Richard was hiding and that he did not want to be found. But as this was going on, Captain America got a look at an aircraft getting ready to land behind the battlefield. "Bucky, look!" he said, as Bucky turned around and saw the jet landing. And out of said vehicle came Spider-Man, Spider-Woman, Maria Hill, Scarlet Spider and a few others. "Spider-Man has arrived and he's brought in..." he got a good look at who was with him and what he saw shocked him. "Sharon and Katie?"

"Yeah." Bucky said. "It looks like the chickens had to come to the roost one way or another." he replied in an old saying.

---

As the Aircraft landed outside of the base, Spider-Man and the others all got ready to battle their way through the enemy lines.

Spider-Man stood at the ready. "Now that we're here, it's time to get down to some serious business!" he declared. "And this time, it's personal!" he added, with an angry stare in his eyes as he pounded his fist into his palm.

"Yeah, big time!" Scarlet agreed with what the web-slinger said.

Spider-Woman noticed something on Spidey's wrist. "Spidey, you're watch is beeping again." she said, pointing at the communicator on Spidey's wrist.

Maria let out a sigh of grief, "It's gotta be Nick Fury. He knows that you're after Ronin, Zodiac and HYDRA during your rescue mission." she informed the web-head.

Spidey hissed, "Well, I'm not gonna allow him to prevent me from doing so." his watch turned on anyway and the image of Nick Fury appeared.

"Stand down, Spider-Man! That's an order!" he barked. "I'm not gonna allow you to interfere with S.H.I.E.L.D.'s mission of rescuing the geneticists that are held captive by HYDRA and Zodiac!" he added.

Spider-Man would not listen to him and barked back at him. "FORGET IT, FURY!" he yelled. "I'm going inside their hideout weather you like it or not! I read the file on my parents and I'm going to rescue Black Widow and get more answers about my parents! End of discussion!" he said.

Fury was even more angry by how Spider-Man shot back at him. "You go in there and you're in big..."

"SHUT YOUR FUCKING MOUTH!" Spidey yelled, before Fury could finish his sentence. Spider-Man crushed his communicator as he shouted in anger throwing the broken watch away.

Mary Jane was shocked by this. "Sheesh, that was harsh." she said.

"Hey, he's always been harsh to me!" Spidey said. "That's his way of giving me tough love."

Maria and Scarlet looked at each other. 'Bro, why did you have to yell like that in my ears?' Scarlet thought.

"Nonetheless, we're going in!" Sharon said, when she had her gun ready to shoot down evil.

"You got that right, Sharon." Maria agreed to what she said.

Just as they ran right out of the vehicle, they were about to enter the fray of the battle, but they saw another jet-like vehicle, but it was able to separate into four different pieces. It was going to land near the ship the Spiders, Maria and Sharon used to get to this base and revealed itself to show Reed Richards/Mr. Fantastic along with a woman with medium length blonde hair dressed in a blue, black and white outfit with the number '4' on her chest. There was also a young man with the same hair color, but shorter and had the same uniform on. And the bigger man had a body that looked like it was made of orange granite, but he was roughly the same height as the Hulk, only he was clad in a pair of shorts with the number '4' on the buckle of his belt. This was Reed's wife, Susan Storm-Richards, the Invisible Woman, her brother/Reed's brother-in-law Johnny Storm/the Human Torch and their friend, Benjamin J. Grimm, the ever-loving blue-eyed Thing. Together they were known as the Fantastic Four, a group of superheroes with public identities, not secret. They got their powers on an outer space adventure and got bombarded by cosmic rays, which altered their DNA. Reed could stretch his body, Sue could turn invisible, Johnny could light his body on fire and Ben was the muscle of the bunch. The vehicle they were using was called the Fantasticar, their main use of transportation.

(A/N: I'm using the outfits from the Fantastic Four's appearance in Hulk And The Agents Of S.M.A.S.H. Season 1, Episode 24 "Monsters No More")

Right now, as they were landing, Reed and Sue were breaking up an argument Ben and Johnny were having, again. They did that all the time. "Seriously, Stretcho!" Ben yelled. "If you keep gettin' in my way from gettin' my hands on Matchstick's pencilneck, I'll clobber you into next week!" he threatened.

Reed stretched his hand to make a double set of walls to block the argument between Torch and Thing. "As I recall Ben, your fights with Johnny nearly put the entire, our home city and possibly the entire universe in jeopardy!" he struggled to keep them apart.

Johnny took the time to say, "Even if it's true rock for brains, you still started it!"

"Did not!"

"Did too!"

"Did not!"

"Did too!"

"Did not!"

"Did too!"

"Did not!"

"Did too!"

Susan could not stand it any longer and decided to help her husband by placing a force field of invisibility around both Ben and Johnny. "Boys!" she shouted. "If you don't stop this nonsense right now, you're gonna be in so much trouble!" she warned.

"Sue, if you tell me that again, I'm gonna kill you!" Johnny spat at his own sister. "Because I'm getting sick and tired of you telling me what to do and how to do it all the time!"

"I'm warning you Jonathan Spencer Storm!" she warned again as they landed the Fantasticar.

"Boy, and I thought my constant fights with Nova were hostile enough." Spidey said, denoting that in the past he always got into a verbal argument with Nova, whether it was over Mary Jane or some other thing that was pointless.

"Yes, I know." Mr. Fantastic agreed with the web-slinger. "It's nice to meet you Spider-Man." he added, as Sue nodded to what her husband said.

"Likewise, Dr. Richards." Spidey said to the man in front of him. "So what brings you guys here and how can I help you?"

"Actually, we're here to help you as long as my knuckleheaded brother and Ben get along." Invisible Woman said, pointing her thumb at Thing and Johnny.

"I heard that!" Johnny shot at her.

"Who the hell are you callin' a knucklehead, Susie?" Thing asked.

"You are, rockhead!" Johnny insulted Thing.

"Flamebrain!" Thing shot back at Johnny.

"Rockhead!"

"Flamebrain!"

"Rockhead!"

"Flamebrain!"

"Rockhead!"

"Flamebrain!"

Maria could not stand it anymore and shouted, "SHUT THE FUCK UP ALREADY!" this made Thing and Human Torch stunned when she shouted at them. "We have a rescue to do, so could you both save it for another time!?" she demanded.

The two of them stopped arguing and listened to her warning. "That's much better." Sue said. "Maria, normally I'm the one who has to get them to be quiet. Not you."

Maria felt a little embarrassed by how she freaked out earlier. "Sorry about that." she rubbed the back of her neck. "I'm just so pent up right now, so I'm gonna take my anger out on a few HYDRA goons."

Johnny shook his head, "Damn, Commander Hill, I know you're pent up, but why yell at me and Ben?"

"I wasn't really yelling him. I just wanted to let you know I'm not messing around like they way you tried to flirt with me before." Maria told them about that before.

"He did that?" asked Arachnid.

"Yep." responded the S.H.I.E.L.D. Commander.

"Oooh, you doof." MJ pointed her finger at the flame user.

In his thoughts, Spidey said. "Man, I've never seen Maria like this before. I can't believe Human Torch tried to flirt with her, but it seems she brushed him off." he refocused himself to the task at hand. "So, Nick Fury didn't send you guys to stop me?" he wondered.

"Of course not. Nothing of the sort." Mr. Fantastic reassured.

"However, these two S.H.I.E.L.D. Agents insisted that they wanted to see you." Sue said.

"Let me guess, Fitz and SImmons?" he asked.

"Yes, but how did you know?" Mr. Fantastic asked.

"Let's just say that they wanted to make up with me after the incident involving Dr. Otto Octavius, alias, Doctor Octopus taking over my body by using a miniature Octobot to control my brain."

The F.F. was not aware of that incident, because they were busy dealing with Annihilus in the Negative Zone. "How odd." said Sue.

"Yeah, that reminded me of the time when Dr. Doom switched bodies with you and..." Johnny was interrupted by Reed, who still had bothersome memories of that day.

"Excuse me, Johnny, but I would appreciate it if you do not remind me of that day again." Reed urged his brother-in-law. "It's bad enough that it left a terrible taste of metal in my mouth."

(A/N: Dr. Doom has switched bodies with Mr. Fantastic several times before for those of you who are new to the Fantastic Four storylines.)

"Yeah, I can't imagine that either." Spider-Man added, as Leo Fitz and Jemma Simmons came out of the Fantasticar and greeted them all.

"Ah there you are, Spider-Man." Fitz said. "It's a good thing we got to you in time."

"Yes, if you're going inside to rescue Black Widow, you'll need to be prepared." Jemma added to what Leo stated.

"Okay, so what have you got for me?"

Leo held a small case out and when he opened it up, it looked like a new watch of the future or something. "We have a new watch device for your costume." he said. "It's a token of apology for creating the Superior Spider-Man costume and incident."

Spider-Man knew he already apologized for the whole thing to them, but he looked at the device. "The apology's already been accepted but I'll take it and put it to better use than Doc Ock." Spidey said, as he put the watch on his wrist. "Okay, here goes nothing." he said, as he pressed a button on it and out came several small spider-like robots. Spider-Woman, Scarlet Spider, Sharon Carter and Maria Hill were stunned to see this type of thing. "Whoa! Nanobots?" Spidey said, as he was a little startled by this. "They're covering me up!" he said again, as he was now clad in a dark blue costume with a big red spider logo on his chest and back, a few smaller spider logos on his wrists, some red parts on the sides of his upper body and on the inside of his legs. His eyes were headlight colored while on his back, he had what looked like a web-cape. "It's...awesome!" he said, excitedly. Is that my new costume?" he asked, looking at it.

"Not only that one, it has more too." Fitz said.

"Does it also allow me to understand what Widow says in Russian?" he wondered.

"Oh yes." Jemma replied. "It also has the upgrade for your new main costume."

"And I helped out as well." Mr. Fantastic relayed to the boy.

This had everyone amazed even more. "Geez, Stretcho. I didn't know you designed webhead's new suits?" Thing said, feeling impressed.

"Yes, with the help of my lovely wife, of course." he said, looking at Sue.

Sue blushed a little bit, "Oh, it was nothing." she said, feeling embarrassed.

Johnny had a smirk on his face and went to Reed, "Yeah, whatever." he shrugged what was said as he put his elbow on Reed's shoulder. "Hey, can we get some new costumes?" he asked. "I wanna continue looking cooler than I was." he kept thinking about his image with the ladies.

"Not unless you wanna be frozen in ice, matchstick!" Thing taunted.

"Hey!"

Reed sighed, "We'll discuss it later, Johnny." he replied to the flame-manipulator. "As long as we keep Sue away from the revealing version of her costume again." he hoped for that sort of thing.

(A/N: Sue got that outfit in Fantastic Four Volume 1, Issue 371. It looked like a swimsuit, which looked really good on her in my opinion, but she put it into her closet so it wouldn't be used again.)

"Yeah, that was embarrassing." Sue blushed an even brighter red at the very thought of it.

Johnny agreed, "You're telling me!"

Fitz and Simmons did not know that Sue had an outfit that was revealing, neither did Scarlet, Spider-Woman, Spidey or Sharon. Maria did however know when she visited the Baxter Building once. That was during the time Johnny tried to flirt with her, but she turned him down gently. Fitz also gave something to Spider-Man, "Anyway, when you rescue Black Widow, give her this by placing it in her belt."

The item looked like a pocket sized version of Black Widow's logo. "You got it Fitz. Let's get to Coulson and the others!" he said with determination in his heart and his eyes.

---

Mack kept shooting at the barricade Zodiac put up around the gate. "Damn! There's no way to get past them!" he said to his teammates. Zodiac fired from one of their tanks as HYDRA helped out with their bazookas and pistols alike.

(Breathe (The Glitch Mob Remix) by Prodigy plays)

"With that kind of firepower, probably or probably not!" Coulson said back to him as he saw the weapons they had out.

Agent May went over to Coulson and asked, "Got any more bright ideas?"

"Gangway!" a voice came from behind them, and it was Spider-Man in his new outfit as he shot his web-line across the top of the Zodiac fortress gate, zipped himself over to the battle as he shot a web-dart at each goon. He caught a HYDRA goon and suplexed him to the ground while he kicked a Zodiac minion five times in the side of his body. But as two more HYDRA and Zodiac goons came after him from all sides, he backflip-kicked two of them right into a tank while he wrapped the other two in cocoons. He then went over to the tanks and ripped off the turrets, causing the drivers and shooters to bail out of said vehicles and they both get hit by another web-dart. "Sorry guys! I needed my exercise." he turned around as he spoke to Coulsons team.

Coulson, Quake, Mockingbird and Sparkplug smiled at him for arriving in the nick of time, as did Mack and Jimmy. "Perfect timing Spider-Man!" Coulson said, running up to him and commended him for arriving. "We knew you'd show up at a time like this!"

May was a little defeated in a way, "Yeah, but next time, save some for us!" she said firmly, as she also ran up to him.

"Well, there's plenty more of them inside!" he said to Coulsons team.

Jimmy went over to the web-head and shook his hand. "Nice to meet you Spider-Man." he said. "I'm Agent Jimmy Woo. I'm the leader of a S.H.I.E.L.D. branch called ATLAS."

"You may have to introduce me to the people on your team sometime, Jimmy." Spider-Man said, wanting to meet the ATLAS team someday. "Anyway, I'm taking Spider-Woman, Scarlet Spider and the Fantastic Four with me to find Black Widow!" he relayed his plan to them all. "The rest of you go with Sharon, Maria and Katie to see if anyone else is trapped inside that fortress!"

Lance and Sparkplug were baffled to see Spidey giving orders like that. "Blimey, I had no idea the Fantastic Four would be in on this job." he said.

"You and me both, Lance." Lincoln said. "I heard that Johnny and Crystal are still going steady, but I'm not sure it'll last."

"Will do." Coulson said. Alright, everyone. Let's move out!" he instructed as Spidey, MJ, Scarlet and the F.F. all barged into the fortress as Coulson and his group went to rescue any other hostages that might be inside the building.

"Yo, Fantastic Four, you ready!?" asked Spidey, feeling fired up.

"Indeed." Mr. Fantastic agreed to this.

"Hell yeah!" Thing added.

"Oh, this is way better than what originally wanted to do." Johnny agreed to this thing. "FLAME ON!" he said as his whole body lit up on fire and he began flying around.

---

The Zodiac was deadpanned when they saw that he and the superheroes with public identities showed up and invaded their fortress.

"Shit, he's here!" Scorpio said to himself, before going to the intercom. "All hands to arms! Spider-Man is here! And he's got this Spider-Woman and the Fantastic Four with him!" he informed his minions. "Keep the Agents Of S.H.I.E.L.D. pinned down, we'll deal with the Wall-Crawler, his fellow spiders and the Fantastic Four!"

"Yes sir!" The soldiers said in unison, as they all grabbed their gear and got ready to fight.

However, in the dungeon area where Black Widow was being held in, she was overjoyed in a way to hear that Spider-Man and Spider-Woman arrived. "They're here! And, they're with the Fantastic Four?" she asked herself. "I gotta get out of this cell and get to my boyfriend." she struggled to get out, but it didn't do any good. "Dammit all to Hell. My body is still a little groggy from when I was abducted by Alexi and I've rarely used my newfound Spider Strength because of the Psychic bond between me and Spider-Man."

Just then, she felt something move around her body, which kinda made her aroused. But then she felt something move from her belly up to her breasts as they began to jiggle. She then noticed a small red dot inside her cleavage. "Hey, what's that?" she wondered to herself. "Oh, it's just a fragment of the Carnage Symbiote from Mary Jane." Natasha began piecing it all together, 'She must have left it on me when she was feeling my boobs, before I was brought here against my will.' Widow thought. "Hey, little goo, do you think you could get me out of these shackles and disable the barrier?" she whispered to the little bit of ooze as it zoomed up from her cleavage and went over to one side of her body, when it finally reached her arm it unlocked her shackle and the Symbiote went to the other side and wrecked it, without hurting her. "Thanks for the help, you lovable little bit of goo." she cooed at the little thing as it swooped back into her cleavage and moved all the way down to her stomach. "Ooh, damn, that feels good." she said, soothingly. Shaking off the feeling of the Symbiote on her skin, and spots exit. "Now to get out of here." she said to herself.

As the guards took a quick look inside the place, they first felt like nothing was wrong, but then they looked again and saw that the barrier was down when they saw the redhead on the ground. "Hold it! Stop right there!" Guard 1 said, as he and his colleague pointed their guns at her. "Don't move, or we'll open fire!" he warned.

"I don't think so." Widow replied with a smirk on her face. The Symbiote went and clonked them both on the noggins, making them drop their guns. Next she ran out without making any noise to try and make her way to exit. But, not long after, the guards woke up. 'Shit, guess my little goo-blob didn't knock them out hard enough.' she thought.

The guards felt a little groggy when they woke up and looked inside the cell. "Hey, where they hell did she go?" Guard 2 asked as he looked.

Black Widow whistled, the guards ran out of the place and saw her standing upside down and Sticking to the ceiling. "Holy mother of God! She can crawl on the wall!" Guard 1 said.

"Yeah, just like Spider-Man!"

Natasha rolled her eyes. "Well, doi!" she stated to them. "You guys are so slow, you make Quicksilver a lot quicker than your brains! That is if react quick enough to catch you Friendly Neighborhood Black Widow!" Nat was a little dumbfounded by the sound of how she said it. "Wait. Did I just make a quip?" she wondered in surprise.

"More than that, you acted just like Spider-Man!" the 1st HYDRA Guard said.

Widow had no idea that she was acting just like her boyfriend. "Okay, now I'm freaking out again." she said.

"Who cares?" HYDRA Guard 2 said. "Let's just get her!"

Widow kept dodging their fire as she back-flipped on the ceiling and crawled to avoid their gunshots. "Dammit, just hold still!" the HYDAR goons said in unison.

Black Widow started laughing seductively as she dropped down and walked to them, swinging her hips and taunted, "Sorry fellas, but this sexy spider's got better things to do than play around with you! So, yoinks..." she used the little Symbiote to swipe something from them.

The HYDRA goons got a look at it and were scared, "Fuck! It's a gas grenade!" they said in unison.

"And, away!" she shouted as she threw the grenade at their feet, making it explode, making herself scarce as she opened up the air-vent and crawled inside. She then realized that she sounded like Spidey again. "Oh shit. I think I also got a few parts of Peter Parker's personality because of our psychic bond!" she then shook it off. "Well, I can't worry about that now. I gotta get to Spider-Man and the others." she had her hands flat on the ceiling as she did what anyone would do going across the monkey bars at a playground would do while she looked around for something.

She then noticed that underneath her head was a way out. "Maybe this air vent will do." she said, as she used the Symbiote to get the vent cover off and slipped herself inside, but felt like it was tight. "Damn! I'm Stuck!" she said. "Okay, this wasn't a bright idea, my boobs are being squished." she felt her breasts being made to look bigger than before as she tried to wiggle her way through. The Symbiote then crawled out of her cleavage again. "Wait. What are you doing?" she asked as it stretched around her body, making her crawl through the vent with ease. "Oh I see. You're trying to make me fit through the vent. Thank you." she said, as she began to crawl. "Now, to find Peter." she said as she began crawling through the vents to reunite with Spider-Man.

(Song Ends)

---

Elsewhere, Mysterio and Carnage were watching their every move. Harvey came in and brought them some dinner.

"Hmm, is it just me, or did Black Widow just act like Spider-Man for a second?" asked Carnage.

"I think you'd be right, Carnage." Mysterio added.

"Looks like Mesmero made a mess up when he switched the two back to their original bodies." Harvey said.

Mysterio put his hand on his helmet in way that made it look like he was bothered. "Damn, Mesmero goofed up before he was sent to this Tomb as it's called." he deadpanned.

"No matter, this is a mistake to learn from." Carnage said, viciously. "Let's just sit back and enjoy the tale of revelations."

"Right." Mysterio looked on as he took a bite of what was made for him.

---

As Black Widow was crawling through the vents Spidey, Spider-Woman, Arachnid, Scarlet Spider, Coulson's team, Sharon Carter, Maria Hill and the Fantastic Four continued their battle with the Zodiac and HYDRA agents as they made their way past the front gate. Spidey was in his new costume and used some new kind of armament to take a few of the bad guys down. He saw Scarlet using a webbing that was similar to that.

"Scarlet, I think you and I used the same web-attack." Spidey said to him as they stood back to back. "What do you call it?"

"Impact Webbing." Scarlet said, as he sweeped the goons down to the ground.

"Why didn't I think of that?" Spidey asked again.

"Looks like I was one step ahead of you." Scarlet stated when he shot another Impact Web at a Zodiac goon wearing a bull mask and knocked a HYDRA agents down with the back of his hand. Little did they know, a bigger HYDRA goon was about to gang up on them, but then, a stream of fire whisked past them both and hit the HYDRA agent.

"Hey, what was that?" Spidey said, as he felt like he saw a blur go by.

"Incoming!" a voice said, as Human Torch whisked past them and formed a fire circle around the HYDRA brute. "Woooooo! Is it hot in here, or is it yours truly?" he bragged about himself a little bit.

Thing pounded a few goons to the ground and took a few brutes down as well, "Shut it, matchstick!" he shot an insult at Johnny.

Reed used his stretch powers to extend his arms and pound the HYDRA and Zodiac soldiers into unconsciousness while Sue was sneaking up on a few of them and shot some energy blasts at them as her and Maria Hill shot a few down. Sharon and Melinda May worked together on taking a few Zodiac goons with ram and lion helmets on them as Spider-Woman used her Symbiote to clear the way with some help from Lance, Mack and Sparkplug.

"Okay, guys! The coast is clear!" Spider-Woman said, while feeling enthusiastic at the same time. "I always wanted to say that."

"Go guys! We'll cover you!" Maria said, as she kept shooting her gun at the goons.

"Let's move!" Spidey said as Scarlet, Mr. Fantastic, Thing, Invisible Woman, Leo and Jemma raced into the building. "We gotta find Black Widow, see if we can find more information about my dad and get answers from Red Skull!"

Thing noticed that Human Torch stayed behind with Maria and Spider-Woman to take down a few remaining goons. "At least Flamebrain ain't with us, or at least, pullin' pranks on me during the mission!" he said.

Johnny felt hi ears burning when Ben said that about him. "I heard that!" he ranted.

Sue had a smirk on her face, "Which we had to discipline him a dozen times and tried to get him to grow up." she rolled her eyes in disdain towards her brother.

"I see what you mean." Spidey said, agreeing with Sue.

---

See this happening, Captain America saw that Coulson and the others were going inside the building all the while being pinned down by the soldiers. They both knew what needed to be done, as Cap grabbed his shield and the HYDRA agents and the Zodiac soldiers. Coulson was a little bewildered by how the shield appeared as Captain America jumped down from the roof, landed on his feet and ran inside to help them out.

"Hey there, Coulson." Cap said to the agent. "Looks like you got your work cut out for you."

Coulson had an enthusiastic smile on his face when he saw him. "Likewise, Captain America." he said.

May knocked some HYDRA and Zodiac agents back with a little help from Quake. "Oh, god." she said as she went over to Phil. "Coulson, don't tell me you're geeking out in front of Captain America, who happened to be leader of the Avengers at one point."

"May, we had a discussion about this, remember?" Phil said turning his attention to Melinda. It was true, Phil Coulson grew up reading stories about Cap and Bucky in school and he even had a set of trading cards in Cap's likeness. He always wanted Cap to autograph them, but this wasn't the time. "Anyway, what brings you hear?"

"My old friend, Bucky Barnes, the Winter Soldier told me everything that was going on in Siberia regarding Black Widow and the past about Spider-Man's parents." he said back to him. He also called Winter Soldier down from the roof and they got a look at the dead bodies surrounding the area they were in. They kept walking around as they looked around the facility in search of anything that might be useful. "And it looks like there dead bodies everywhere in this section of the hideout."

Quake got a look at it too. "Yeah, except that not all of them are human." she said to the patriotic Avenger. "But most of them are robots posing as human beings." She was right, some of the guards were actually Synthezoids created by HYDRA, and they had wires sticking out of their arms.

Winter Soldier and Mack agreed as they saw what was around them. "And there's more dead bodies piling on the ground." Mack said. "And they appear to have a couple of white lab coats on."

The lot of them had horrified looks on their faces as they looked at all the dead bodies in their path. The bodies while some were HYDRA and Zodiac, the ones in lab coats all had blood leaking out, their eyes shut and mouths agape. Lance got out a flashlight and began a search for anyone still alive inside the room. "They must be the missing Geneticists and Scientists that were taken by HYDRA." Coulson said, as he felt solemn about this whole thing. "And it looks like they got wiped out after the doomsday weapon was completed."

"Indeed they were, Phillip." Winter Soldier told them. "But, Cap and I saved the surviving two Geneticists from being killed without them knowing." he revealed to the S.H.I.E.L.D. Agents.

"They were quite shaken up but they'll be alright."

"And look." Quake said, as Lance moved his flashlight and saw that there was a few more dead bodies lying on the ground. Quake looked at it as she moved a metal beam out of the way using her tectonic powers. "HYDRA agents and the goons who have been working with Zodiac have been wasted."

Coulson checked their pulses as Melinda looked at a whole lot of webbing surrounding the room. "Then they must have been dead." Coulson said.

May said, "Spider-Man must have been responsible for this."

"No, Agent May. You're wrong." Winter Soldier corrected when he saw that the webbing gave off a greenish yellowish glow. "Judging by the way the webbing was used, Spider-Man wouldn't have been able to do this."

Melinda was a little bewildered by how he put it. "How do you know this?" she asked.

"It's dirt simple, Melinda." Bucky said in a blunt manner. "The webbing is Bio-Electrical."

Melinda and the others were wide-eyed in shock as they all looked at each other not knowing that.

"Bio-Electrical?" Mack asked.

"Yeah." Bucky replied.

Quake and Mockingbird had a look of disdain directed at Agent May. "Serves you right, Melinda." Quake said.

"Yeah, why do you hate Spider-Man so much?!

May was about to answer them, but they heard the sound of guns being pointed at them.

"Not so fast, Captain America and S.H.I.E.L.D. Agents!" the leader goon said, pointing his gun at the ready. "We got you right where we want you!"

The lot of them stopped when they saw this. "Well this just keeps getting better and better." Cap felt annoyed by this.

"Oh, it is. For us." the goon said as he was about to pull the trigger of his gun, but a yellow-green web shot at the gun. "What the hell? AAH!" he screamed as someone yanked the gun out of his hand, ran up to him and kicked him in the face, breaking his jaw.

"Oh shit!" The other HYDRA soldiers said, in unison. The someone who was attacking the HYDRA soldiers looked like a young woman who apparently looked like she was the same age as Scarlet Spider, she was dressed in what looked like a long white robe with short sleeves. She had long black hair and green eyes, and she used her leg to sweep the other goons off their feet as she body slammed one down and gave the last of them a shock to their system with a bio-electric chop to the back of their necks.

Lance shined his flashlight on her, she tried to block the light from her eyes but Captain America walked up to here as she slowly backed away into a wall and bumped her head and hid behind some rubble, "Who are you, young lady?" asked Cap. "Show yourself. We mean you no harm." he reassured.

The young woman felt a little scared at first, but she reluctantly accepted. "I know Captain America." she said. "That's why I was the one who informed Black Panther, Vision and Mockingbird that Dr. Richard Parker was still alive but on the run."

This had everyone around the young woman shocked and surprised. Mockingbird was even amazed to see who sent her the message. "Then, it all makes sense to me now." Winter Soldier said, piecing it all together. "You're the anonymous messenger who's been informing us over what's going on here."

"Yeah, and as you can see..." she shot a web-line at the ceiling and zip-lined herself up and started to stand on it. "I got spider powers too." she dropped down like a Olympic medalist. Everyone clapped for her.

Coulson felt intrigued by this. "So what's your name?" he asked, feeling curious.

The lady was hesitant to answer but did so anyway. "My name...is Jessica Drew." she said. The lot of them were wide-eyed in shock even more. Scarlet Spider told them that he made a promise to Dr. Jonathan Drew and his wife Miriam that he would find their daughter, and it looks like things went good so far, and he didn't even know it.

---

Spider-Man, Scarlet, the Fantastic Four, Fitz and Simmons kept running down a few halls that were like a maze, only the stopped in some place that looked like a prison, only with a conference room above the place.

"We must be in the brig of the Zodiac base, but nobody's home." Spidey said, as he looked around the room.

"They could be ambushing us when we least expect it." Scarlet felt a little rattled. "I can feel it in my bones."

"Yeah?" Thing asked himself. "Well, I'm darin' these bozos to try and do that because it's clobberin'..." he was about to finish his line.

Spidey cut Thing off from saying his famous line. "Wait." he said as he felt something in his head go off. "My Spider Sense is tingling." he then saw a few bright lights turn on and he blocked it from his mask. "Damn, that was bright!" he winced.

"Everybody, look!" Invisible Woman said, pointing up over at the balcony's. They were filled to the brim with guards who had their guns at the ready.

Thing complained, "Terrific, now we're surrounded!"

"Looks like they were expecting us." Reed denoted.

Jemma looked up at the whole batch of goons surrounding them. "Oh dear! And they all got weapons!" she said, feeling a bit startled.

"Look who's approaching!" Leo said, as he saw who was coming. "It looks like HYDRA and Zodiac are behind what you're looking for Spider-Man!" he said to the wall-crawler, as they saw Scorpio, Taurus, Sagittarius, Aries, Cancer, Gemini, Libra, Aquarius, Leo, Pisces, Virgo and Capricorn of the Zodiac along with Red Skull and they had a machine with them that looked like something out of a movie Spider-Man may have seen.

"Red Skull? Again?" Spidey complained. "Dude, you're starting to make me feel like a replacement for Captain America when it comes to having a list of archenemies!" he ranted.

Red Skull mused at this. "Perhaps, but zhat is not zhe case." he said. "I know zhat you are after answers about your parents, and you shall have zhem right now." he told the young man. "Zhe events zhat involved your parents vas orchestrated by me!"

Hearing this made Spidey shout, "WHAT!?"

Just then, footsteps could be heard as Red Skull revealed his accomplice to the lot of them. "Und, zhis man goes by zhe name of Eddie Brock. He played an important role in it!"

Spidey got a good look at the man with Red Skull, as did the members of the Fantastic Four, Fitz and Simmons. "Oh, dear God in heaven!" Invisible Woman said as she gasped in horror along with Fitz and Simmons.

Reed had an un-amused look on his face. "Well, this is...intriguing." he said, bitterly.

"Yeah, you an't kidin' on dat one, Stretcho!" Thing agreed with Mr. Fantastic.

Spidey felt his heart about to pulse rapidly in anger. "But what I don't get is why?" he shot at the German war criminal. "Why target my parents?!" he demanded.

Eddie Brock took the opportunity to break his silence to the boy. "I'll elaborate on that one kid." he said, pointing his thumb at himself. "I'm the man who killed your mom when you were 4 years old!" he admitted making everyone gasp in horror. "Your old man and I were once friends when he was my mentor until your mom came into the picture and I felt like a third wheel. After they got married, I was devastated with a broken heart and I started to hate your father."

Spider-Man felt a bit of tension rising in him. "Like a green-eyed monster? Geez, man get a life!" he said. "Anyway, what's that got to do with my parents disappearance which led to my mom's death at your hands?" Spidey hissed.

"Let's just say that I had a crush on your mom." Eddie admitted. "After all, she's kinda hot."

This made the lot of them cringe in disgust towards Brock. "Oh, gross!" Spider-Man stated.

"Eww!" Invisible Woman added.

"That is absolutely disgusting!" Mr. Fantastic spat.

Thing felt like he was gonna puke, but he didn't. "Wonderful! This kinda crap really made me vomit in my mouth!" he said.

"What the bloody hell is wrong with you man!?" Leo shouted, violently.

Jemma was also in a fit of disgust by this too. "He is such a despicable pig!" she added.

Scarlet clenched his fist in a rage. "I'LL RIP YOU TO SHREDS YOU PIECE OF FUCKING SHIT!" he yelled, as he wanted to charge at the man.

"Scarlet, stop!" Spidey ordered Scarlet to stop, as he held him back a little bit. "There's no need to be rash!"

"But he made a derogatory remark about mo...I mean your mom!" Scarlet said.

"What are you talking about?" he whispered to himself, before refocusing on the man in front of them. "Anyway, what's your deal about my father?"

Red Skull snickered a little bit. "Let's just say that I vas pleased zhat your father vas still alive after zhe plane crash until you mother died at zhe hands of Herr Brock." he told the web-head making him even more shocked and upset. "My team of HYDRA agents captured him und I forced him and his old team from zhe C.I.A. to work for me so zhat HYDRA could build zhe ultimate doomsday device zhat is capable of destroying zhe capital cities of zhe world." he then had a sneer on his face as he continued the explanation. "However, a few years later, your father somehow found a way to escape from us und has remained on zhe run ever since."

Spider-Man and the others had no idea that Dr. Parker was not in the building, but he got the answers like he wanted. Just not how he pictured it. "If that's really what happened, then it'll stay that way for the time being." he was okay with his father hiding from HYDRA and Zodiac.

"At least he outlived his usefulness." Red Skull said. "Herr Brock vas unable to track him down nor has he found him, but zhe doomsday device has been completed without his help."

Spider-Man then focused on Brock again. "Speaking of which, where do you fit in all of this besides killing my mom, Brock?" he demanded. "ANSWER ME!"

"Oh yeah." Brock remembered. "I joined HYDRA to get revenge on your old man for winning your mom's heart, not knowing that their youngest son Peter Parker was the Amazing Spider-Man. Not to mention that you got your mother's eyes." he taunted as Spidey took his mask off, shocking the three members of the Fantastic Four. But then, he brought something else up. "Oh, and about your first girlfriend Gwen Stacy who died at the hands of Electro?"

Peter had tears flowing down his face as he heard about this. The death of Gwen Stacy always made him sad, but he came to a shocking revelation when he heard what Brock was telling him. "What's that got to do with...wait a minute." he said, before pointing his finger at the man. "Are you telling me that YOU hired Electro to take Gwen's life?!" he demanded an answer.

"Yep, I did." he said, bragging about himself.

Peter screamed in rage at the top of his lungs, "YOU MURDERER!" he shouted "I'LL MAKE YOU PAY FOR THAT, YOU COWARDLY MOTHERFUCKER!"

"Hold it! There's more!" said Brock, adding to what he was saying. "Before all this happened, I assisted your dad in working on a cure for cancer, which resided in a substance that we both found in a meteor rock." he told him. "No to reveal the substance, right before your very eyes." he said showing what he was talking about, as a blob of goo crawled all over him making him look like the black goo monster Spidey fought during his first year with S.H.I.E.L.D. and during the time he needed a team.

Peter instantly recognized it. "Oh no." he gasped, putting his mask back on. "The Venom Symbiote?"

"That's right!" Eddie said, in a monster voice. "Before you, Harry Osborn and that Flash Thompson guy came into contact with it, We were the original Venom!" he announced. "And we're part of an alien race know as the Klyntar! A race that has existed since the dawn of time!"

Spidey, Fitz, Scarlet and Simmons were wide-eyed in shock as they heard the name of the alien goo. Mr. Fantastic however was impressed.

"Fascinating!" Reed said.

"Incredible!" Leo added.

"Oh it is." the Venomized Eddie Brock said. "Dr. Otto Octavius stole the Symbiote without consulting me, copied it and mixed it with a sample of Spider-Man's blood in order to create an army of Klyntar and take over the world."

"But me and my fellow superheroes stopped him." Spidey shot back. "Although, I'm surprised that the Symbiote has a real name." he then looked up at the ninja with them. "And Ronin, I'd like to know who you are!" he pointed.

Ronin removed his mask, "Well, since you asked so nicely, I'll tell you." he said. "My name is Alexi Shostakov, I was Natasha's husband during her days in the Red Room."

This shocked Spider-Man even more. "Wait a minute...YOU'RE Alexi Shostakov. Natasha told me you were a test pilot once!"

"Indeed I was."

"Whoa!" Thing said. "Did either of you know dat Black Widow's hubby was still alive?" he said, looking at Reed, Leo and Jemma.

But two of them shook their heads and answered "No!" in unison.

"I didn't know it either, Ben." Reed said.

---

As Widow kept crawling through the air vent's, she overheard the whole thing about Eddie Brock being the one who killed Spider-Man's mother, hunting his father down for years, having the hots for Spidey's mom and all that.

"Ugh, I can't believe Brock had a crush on Peter's mother." she muttered to herself. "What a perverted pig." What happened next was the Symbiote retracting it self from her and she used her gauntlets to cut a vent cover off, kicked it at the villain in question, kicked Eddie in the face and landed in front of them. "Sorry for butting in Brock, but now but now that we know the truth, I think it's time to crash this boring party of yours, courtesy of your friendly-neighborhood Black Widow!" she said, using what the web-head would normally say.

"Ey, eto moya liniya!" Spidey shouted in Russian, without him knowing. After he realized what he said, he covered his mouth and asked, "Wait, did I just speak in the Russian language?"

"Da, ty sdelal." Widow said, using her native accent before she went back to plain English. "That's what happens when we share a psychic bond with each other."

(A/N: Ey, eto moya liniya means 'Hey, that's my line' in Russian and Da, ty sdelal means 'Yes, you did'.)

"Besides you acting like me, doing my quips and having shared my spider powers with you?" Spidey asked as the Fantastic Four members were shocked to hear this. "You really do have a point."

"Incredible!" Reed said, as he was surprised to hear this. "This must have happened courtesy of Mesmero and his mind manipulation powers which resulted in the psychic bond between you two, not only did you each posses Spider-Man's powers, but you also have the same aspects of each others personalities as well." he said to the Spiders.

Spidey wondered what he meant by that, "Wait, what?"

"Then that means that..." Widow tried to piece it all together. Next she gasped in shock as she realized what Mr. Fantastic stated.

"AHHHH!" Spidey and Widow said in unison. "I'm you and you're me!"

Everyone in the room was shocked to hear that, even the villains were dumbfounded when they heard that Spidey and Widow were being each other.

"Okay, Stretcho, that's enough." said the Thing. "I think you've shocked enough of us for one day."

"Yeah, I agree with you on that one, Ben." Spider-Man said to his orange colored friend, before turning his head back to Natasha. "In other words..." his mask opened up to uncover his mouth and Spidey kissed Widow on the lips. "I'm glad that you're alright, babe."

Just then, the little red blob crawled out of her bosom, "Me to, thanks to the Symbiote fragment Spider-Woman left behind on my body when we started this mission." she said, cooing to the little blob.

Spidey raised an eyebrow under the mask, "Weird." he said, and he remembered what he went there for. "Oh, and I got something for you that you and your body are gonna love."

"What have you got for me, handsome." Natasha asked, raising her eyebrow seductively.

"This." Spidey held out what looked like Widow's logo. "I'm gonna put it on your belt and press this button." he did so by placing the thing right onto the buckle of Natasha's belt, and pressed it, causing a whole bunch of nanobots to come out of it.

Widow felt some kind of sensation coming up her body. "Whoa!" she yelped "I think my entire body is tingling!" she felt it all over her as she let out pleasurable moans.

Hearing Natasha moan like that made Spidey a little turned on, but shrugged it off. "Yeah, but letting out orgasmic sounds during the transformation of your costume isn't necessary." Spider-Man said, rubbing the back of his head.

"Too late! I think I feel...brand new!" Widow said, as the nanobots formed a new outfit for her. It was still the same color as her other outfits, only this one had bright red-ish lights surrounding her body and on her back was a set of swords that looked like they were out of the Feudal Era of Japan. While at the top of her new suit, her cleavage showed.

"Yeah, that's the point I was making." Spidey said, as he looked up and down Widow's new outfit.

"Wow, that was something." Widow said, getting a good look at her new suit. "Hey, are these my new threads?" she asked.

"Yep! We got new costumes thanks to Fitz, Simmons and Mr. Fantastic." he pointed at the three tech users.

"Which is also a bonus as a token of apology to him." Fitz said.

"Yeah, and I'm also liking the new swords too." she grabbed them from behind her and started swinging them at a robot that came her way, slicing it up. "That was awesome!" she said, feeling an impulse in her. "Sorry. I'm still freaked out a little bit with Spidey's words coming out of my mouth."

"Yeah, really freaky." Spidey said, feeling weirded out by this a little bit.

"You ain't kiddin', pal." Thing said.

Red Skull yelled and said, "Enough with zhe pleasantries! Eliminate zhem all!" he ordered all his men to have their guns on them at any cost.

The mask on Spider-Man's face covered his mouth again as he got ready to fight. "Give your best shot, you ketchup colored bonehead!" he insulted.

"Wrong, web-head! You're our opponent!" Brock said, jumping down to fight them.

"Reed, I'll deal with Brock and neutralize the Symbiote!" Spidey said to the stretchable hero. "The rest of you deal with Zodiac."

"Will do." Mr. Fantastic agreed to the idea. Spidey and the members of the Fantastic Four all charged at Brock and Zodiac as Natasha unsheathed her new swords and pointed them at Ronin who appeared in a puff of smoke.

Ronin got his swords out too as the smoke cleared. "Ah, my dear Natasha, it seems that you are ready to play." he said, coyly. "Just for old times sake."

"No, Alexi, I'm here for payback!" Natasha hissed, as placed her swords in the form of a cross.

"Very well then." Shostakov said, lowering his mask. "Shall we dance?"

"No." Widow narrowed her eyes in hatred of the man, for what he had done to break her heart. "En Garde!"

(Seven Nation Army (The Glitch Mob remix) by The White Stripes plays)

Widow was relentless towards the man who she was once married to as she charged at Ronin, clashing their swords in all out battle. She kept swinging her swords, trying to his his face, but he kept dodging her swings. Spider-Man went after Brock as he went to punch him in full fury for the thing he had done to his life, killing his mother and hunting down his dad like a rabid dog until there was nothing left and hiring Electro to kill his old girlfriend. Brock dodged the punches and smacked him in the back into a wall. "We're gonna enjoy making you suffer, Peter Parker!" he said, bitterly. "For we are...Dark Venom!" he announced his new supervillain name to the web-head.

Spidey kept punching and kicking him, matching him move for move and Dark Venom grabbed his fist as Spidey said, "Sounds like you and the Klyntar are a match made in Hell!" he ranted to the monstrous villain. "Maybe I'll do you a favor and annul the marriage between you both!" he was about to switch to one of his newer costumes, but he got whacked by him with a Symbiote tendril, slamming him to the wall.

"Wrong!" he said, before he did so.

Spidey cringed in pain, "Ow, my nose!" he winced, shrugging off the pain a little bit as he felt even more enraged. "You're definitely covering for my broken nose, you bastard!"

Dark Venom laughed evilly, "Oh, we're gonna break more than just your nose!" he said, denoting there was more. "Better yet, we're gonna break every bone in your body!"

Spidey began thinking of a way to improvise his way out of this situation. He said to himself, "I gotta find an opening so I can at least use the Anti-Symbiote device or at least make a noise to draw his attention..." he was about to finish what he was saying, until Dark Venom used his tendril to grab him and slam him around.

"We think not!" he taunted.

Spider-Man felt a little disgruntled but shook it off. "Shit!" he said, "My Spider-Sense might be useless against this punk!"

"You got that right, webhead!" Dark Venom shouted. "An now we're gonna have fun at your expense!" he chuckled in a sinister manner, as he started to hit Spider-Man so hard, he had him bleeding from the face.

Widow turned around as she saw the boy she loved, crying out in pain from Dark Venom's assault. Widow looked on in anger, "You monster!" she gritted her teeth in anger as she was distracted when Ronin tried to stab her, only for her to jump-flip right over his sword, makes him drop his weapon and grabs him into a cross arm breaker.

Ronin felt a little bit of pain as he was doing his best to get out of the submission hold. "You know what? I have an idea." he said to himself and got himself out of the hold by rolling over to her, grabbing her butt and throws her into the air, but she lands on her feet.

"Hey, don't touch me like that ever again, you pervert!" Widow yelled, slapping him in the face really hard and making him wince in pain, before he grabbed his sword again.

"Nonsense, you're my wife!" he uttered.

"Not anymore." Widow shot back at her now ex-husband. "And you will NEVER have my body again. Not after you threw it all away by staging your own death a long damn time ago!"

Ronin could not believe his ears about what Natasha said to him, denoting that she had found new affection in Spider-Man. "If you love that boy so much, then I will make you cry as you watch him suffer!" he declared.

---

Mr. Fantastic, Invisible Woman and the Thing were confronting some of the members of Zodiac, which included Taurus, Gemini, Pisces, Aries, Sagittarius, Aquarius and Virgo. Reed stretched himself over to his wife to help her out against Aquarius and Aries while Thing was going head to head against Taurus.

"Sue, how are you doing honey?" he asked, feeling concerned for his wife.

Susan grunted in pain. "I'm having a difficult time dealing with Gemini, Pisces, Sagittarius and Virgo because they used some kind of weapon to penetrate my invisible force field." she strained as the quartet of villains all used the said weapon to take down her barrier. The weapon looked like a battering ram, but could only be held by four people. Sue turned her head to her husband, "Having trouble taking down Aquarius and Aries?"

"Yes, it seems that Zodiac has stepped up a notch after they were defeated by Spider-Man and S.H.I.E.L.D. not too long ago." Reed said, as he turned his hand into a mace and swung it at Aquarius, only for him to dodge.

"Indeed, Mr. Fantastic and it's only a matter of time before Zodiac and HYDRA conquer the world with an iron fist!" Taurus boasted a little bit, before Thing rammed him with his shoulder, sending him into the wall.

"Yeah?" Thing questioned. "Well, the only rock covered iron fist you're gonna be eatin' 'round here pal, is mine!" he taunted the Zodiac's second in command.

Taurus got back up and revved his hoof, "Then let's agree to disagree!"

Thing put his fist into his palm and had a smirk on his face, "Alrighty then!" he said. "IT'S CLOBBERIN' TIME!" the two charged at each other and began to wrestle one another.

Scarlet Spider saw Spider-Man in trouble at the hands of Dark Venom, so decides to help some of the F.F. before helping out the web-slinger. He first delivered a spear to Aquarius and Aries, assisting Mr. Fantastic.

"Ugh, dammit!" Aquarius said. "That hurt."

"You said it, yo." Aries agreed to that.

Next, Scarlet used his impact webbing to knock Gemini down, before he yanked Pisces over his head repeatedly, tripped Sagittarius down face first and drop-kicked Virgo, before he charged at Dark Venom in a rage. "Let my little brother go you alien-skinned bastard!" he yelled, jumping on Dark Venom, punching him in the face repeatedly.

"GAH! Why you!" Dark Venom winced in disdain as he tried to swat Scarlet away, but to no avail as he chopped him in the arm, dropping Spidey elsewhere.

Scarlet ran over to Spidey as he picked him up. Spidey felt a little disoriented by the attack, but he heard what Scarlet called him. "Scarlet, w-why did you call me brother?" he asked, wanting to know what he meant. "I-I don't..."

"Not now! He's coming!" Scarlet said as a blade came at the two of them.

"Wha..Whoa!" Spidey said, as they dodged the blade before it hit them. They saw that Dark Venom was the one wielding it as his arm. "I see what you mean! He turned his hand into a blade!"

Dark Venom was furious as he kept on swinging his Symbiote weapon at the two Spiders in front of him, "Now we're gonna make you pay!" he declared as he was about to slice them both up, only for someone to shoot him in the back with a laser blast to the back of his heart. "GAAAAAAHHHHHH! Who shot us in the back!?"

"That would be me!" said a voice, which turned out to be the Winter Soldier who was there along with Captain America, Phil Coulson and his team.

Spidey and Scarlet felt relieved by this sort of thing, "Oh, hey guys." he said to them. "It's good to see you join us for this fight, Cap." he turned his head to the star-spangled man with a plan.

"Likewise, Spider-Man." Cap said. "We're here to stop HYDRA and Zodiac! Especially Red Skull!" he pointed at his old nemesis.

Red Skull went down there to join the fight. "Your persistence always angers me to zhe core Captain America!" he yelled.

Cap swung his shield at the villain, hitting him in the jaw. "That's what happens when you constantly threaten our way of life Skull!" he and Bucky both charged at the HYDRA leader.

"We know you were the one who held all the Geneticists hostage, only for all of them to die here in this hellhole!" Coulson jabbed at the villain verbally.

"Except for the fact that Cap and I rescued two of them from being killed." Winter Soldier added to that statement.

"That's good to know." Sue said, feeling relieved for the two Geneticists that got away alive.

"But not good enough." Skull said. "They've outlive zhier usefulness now zhat zhe Doomsday Device is completed!" he pointed at the machine. "Now to dispose of you, once und for all!"

"Zodiac, attack them as well!" Scorpio ordered his squad to fight against the S.H.I.E.L.D. Agents and Captain America as well as the Fantastic Four members and the Spiders.

"With pleasure!" Gemini said.

"After them!" Taurus added, as the rest of them all went after Coulson's team.

"Let's move it!" Cap ordered them, "Stand your ground everyone!"

"Can't say the same for these guys!" Quake said, as she used her tectonic wave on a few of them while she fought a few others who came her way.

Dark Venom healed the wound on him and got back up to fight against Spider-Man and Scarlet Spider, Scarlet kept on dodging until at last Dark Venom grabbed him by the neck and shouted, "We're done playing games with you, Scarlet Spider! Now get lost!" as he threw him across the room into a wall.

"Scarlet!" Spidey shouted with fright before Dark Venom grabbed him.

"And as for you Peter Parker, the kid gloves are officially off!" he said, as he started pummeling him to death.

Spidey felt the pain as Dark Venom whacked him with his Symbiote. Next, Dark Venom grabbed him by the waist and slammed him up and down, left and right and diagonally, Spidey felt the Symbiote crushing him in the abdomen a little bit. "AAHH! NO!" he shouted. "Let me go now!" he demanded, only for it to squeeze him harder.

"We don't think so!" Dark Venom laughed sinisterly at the young man. "We're way too strong for you!" he snarled as he kept on pummeling him.

(Song changes as Cry by Big Life (from the Japanese soundtrack of Street Fighter 2) plays)

There was a standoff between Black Widow and Ronin, as their swords collided with each other Ronin got out his rope and tripped Natasha up.

"I have you now, Natasha!" Ronin said, as he lay Widow flat on her belly.

"What the hell are you doing, Alexi?!" she demanded, as Ronin gripped the rope with all his might.

"Making you watch the boy you have romantic feelings for get pummeled to death!" he stated.

Natasha saw her teenage boyfriend getting hurt at the hands of Brock. "Now watch this Black Widow because the show is about to begin!" he snickered as he spun Spidey around before slamming him up to the ceiling and down to the floor, left and right from wall to wall, diagonally form the scaffolding and punched him in the head and kicked him in the gut. He even resorted to clawing at his face, making him bleed.

"No! Stop it!" Widow begged as she looked on in horror.

Ronin tightened his grip as he said, "Shut up!"

"What we're doing to you kid is the same thing we're gonna do to your old man when and if we cross paths with him again!" Dark Venom threatened.

Peter felt even more angry by this. "You leave him alone!" he warned as Dark Venom crushed him a little bit more.

"Stop it, you're killing him!" Widow begged again, trying to reach for her swords but Ronin kept tightening his grip on her. "Stop it! Stop it!" she cried.

Just then, Scarlet Spider charged at Dark Venom again with a flying super kick to the shoulder as he wanted to make the fiend let go of the wall-climber. "Agh, what? You again!?" Dark Venom said, as he spotted Scarlet.

"L-Let him go!" Scarlet Spider demanded.

"SHUT UP!" Dark Venom shot back at the red colored Spider. "Now back off you Scarlet punk! He's ours!" he swatted Scarlet away to the floor by a doorway.

Natasha could feel tears flow down her face as she was horrified by the way Dark Venom kept pounding her teenage boyfriend to a pulp of blood. "Please, I'm begging you! Stop it!" she cried again, fearing for her boyfriends life.

Ronin mused at the way Natasha was in despair. "Yes, yes, yes! I see the tears dripping from your face." he said, looking at the woman's misery. "They said the Black Widow program in the Red Room was created to make you emotionless, cold-hearted killer. But you were the only one who showed emotion, which made you weak." he tried to spread lies into her head. "Your romantic feelings for the boy not only made you weak but also thawed the frozen heart inside your body and made you human."

Natasha, not wanting to hear any more shot a stinger at his throat and spat at him, "Ostanovit' yego! Prekrati eto, pozhaluysta!" she yelled in her native language. "Piter Parker, ya lyublyu tebya."

(A/N: "Ostanovit' yego. Prekarti eto, pozhaluysta." means "Stop it. Stop it, please." in Russian. And "Piter Parker, ya lyublyu tebya." means "Peter Parker, I love you." so you already know that Natasha does care about Peter very much and has renounced Alexi Shostakov in this story.)

As Dark Venom started to wave him back and forth in a painful way, he then punched him in the jaw so many times, he could feel his mask be torn away yet again before he threw him to the floor. "We're just gettin' warmed up but now it's time to finish you off!" he declared as he pounded his fist into his palm and pinned him to the ground.

In his thoughts, 'I gotta get him off of me! If I don't change my costume into something that has a sonic vibration, I'm done for!' he could hear Natasha words urging him not to give up the fight. 'I can't die here. Not yet. I can't leave Nat and everyone behind without accomplishing my goals just yet. Not without a fight!'

Spidey was about to use his strength to get Dark Venom off of him, but to no avail. "Y-You're choking me!" he said, as he felt Dark Venom's claw grasping his throat.

He turned his arm into a sword and snarled, "Before we give the final and fatal blow, any last words before you die!" he demanded to hear what he was gonna say before he'd kill him.

"I do." a voice said from behind him.

"What?" Dark Venom asked, as he saw Jessica Drew running at him in a rage.

"Bug off you fucking bastard!" she yelled as she jumped over Dark Venom and shot a series bio-electrical web darts at his face, blinding him.

"GAH! Our eyes!" he winced in pain, as it hurt him a little bit, causing him to let go of Spider-Man. "You momentarily blinded us!" he bellowed.

"Your turn, jerk!" Jessica then turned her head over to Ronin and ran at him with a flying kick, causing him to drop the rope that restrained Widow and fall on his back. Then she grabbed him by the neck and threw him around like a rag doll making him fall to the floor again.

"What!?" Shostakov said with fright. "How is this possible?" he wondered.

"Oh it's simple really." Jessica elaborated. "I can do all the things a spider can, but only a little better." she taunted, putting her hands on her hips.

"I think not!" Shostakov shouted as he got back up to fight Jessica this time.

---

Phil and his team went over to see that Natasha was still in tears after seeing Spider-Man getting pummeled by Dark Venom. Fitz and Simmons went with him as well.

"Romanoff, are you alright?" Phil asked. "You look like hell besides the fact that you're in a wonderful new costume wielding those cool new swords." he pointed out

Jemma got a look at her face. It was full of despair, sadness and frustration as she remained silent, trying to regain her composure. "She appears to be traumatized when she was powerlessly forced to watch Spider-Man get pummeled nearly to death at the hands of this Dark Venom character."

Mack looked on as he had never seen her like this before. "Romanoff? Romanoff, snap out of it!" he said, but there was no response.

"I don't think she's listening!" Fitz said to the big guy.

"Just step aside and allow me!" Melinda said, as she got ready to hit her.

Fitz looked at this, knowing it was a stupid idea of Agent May. "Melinda, don't!"

Just then, Natasha snapped out of her sadness induced trauma and blocked May's punch before countering with a flipping armbar.

"I'm glad I got your atten..." May said before screaming in pain as Natasha began twisting her arm.

"Don't, May. I'm not in the mood." Natasha hissed.

"Okay, okay! You've made your point Romanoff!" May grunted. "Now let go of my arm! I really need it for later!" she begged.

"As you wish." Natasha sighed, letting go of May's arm and took a few deep breaths.

Coulson and his team were all relieved to have Natasha regain her composure.

---

Dark Venom ripped the bio-webbing from his eyes and saw Jessica throwing Ronin into a wall, leaving a hole the size of his body. Dark Venom chased after Jessica as much as he could, though he was not fast enough as she jumped from one wall to another and swung on her bio-electric webbing to evade his claws.

"You stupid girl! We'll get you one way or another!" Dark Venom bellowed.

"Hey, I've been trapped here for a long time! So where's the fun in that?" Jessica said, as she retaliated by sweeping him off his feet to his back by grabbing his legs and hitting him in the calves.

"Shut up!" Dark Venom countered as he shot her back with a blow from the back of his hand. "We were this close from finishing off Spider-Man once and for all until you screwed up our effort of trying to kill him!"

"Speaking of which..." Spidey got up and shrugged the pain off of him and pressed his watch, switching into a red outfit with a big black spider logo on his chest while the parts that were blue went from his head, down his arms, stopping at his hands and were just on his feet while the eyes on his mask were red. "Nope! Not this time!" he said, getting his second wind.

"You're dead meat Parker!" he bellowed. "We'll kill you if it's the last thing we do!" declaring what he was going to do.

"Yeah but do you know what the most annoying sound in the world?" Spidey asked.

Dark Venom squinted one of his eyes, and responded, "That's a dumb question. It's hearing you walk on your own after we beaten, bloodied and bruised the shit out of you!"

"Wrong! This! Sonics, on!" Spider-Man shot a sonic soundwave at Dark Venom, making him whine in pain.

(Song Ends)

"GAAAAAAHHHHHHHH!" Dark Venom cried out, in the agonizing pain he was in. "Sonic vibrations! You're hurting us!"

"Hey, you tried to kill me! So I'm returning the favor!" Spidey shouted as he slowly walked toward the man who murdered his mother. The sonic waves were so loud, they even disgruntled Scorpio and his bunch as they continued to battle against Quake, Sparkplug, Jimmy Woo and the members of the Fantastic Four.

Dark Venom backed away from the web head as he began turning into a blob like substance. "This isn't over web-head!" he warned. "We'll get our revenge on you! You haven't seen the last of Dark Venom!" he then slithered out of the room through a miniature air vent, retreating to fight another day.

Spider-Man shut off the sonic device of his other new costume, watching his family's stalker run off with his tail between his legs. "Count on it, ugly!" he hissed.

---

As Red Skull was at a stand still with Captain America, he threw him out of the way and saw that Zodiac was failing at their job. But that was until Winter Soldier charged at Skull with his metal arm and slammed him into a wall, next Ronin was rammed by the Thing. He tried waving his sword at him, but to no avail. Natasha then did a double team move with Coulson and Mack did the same thing, but as a triple team move with Fitz and Simmons. Mr. Fantastic and Invisible Woman knocked Virgo, Sagittarius and Gemini back and Scoprio went after Romanoff, only to be blocked by Winter Soldier.

"So, you're Nick Fury's brother, Max, I take it?" Winter Soldier said, looking at the villain.

"Yeah, that's right, Barnes." Scorpio said back. "I was always jealous of my brother for his success and blamed him for my failures."

"Never should have done that, you idiotic, knuckle-dragging, bottom-feeding waste of life!" Bucky insulted the man as he punched him in the abdomen, knocking him out.

Red Skull looked around him to see that the heroes were regaining the advantage over the villains. "You heroes may have von for now but zhe doomsday device vill still destroy every capital city around zhe vorld und you vill not stop me and HYDRA from succeeding!" he taunted them all as he grabbed the machine and ran off. "Cut off one head, two more shall take it's place. Hail HYDRA!" he said, being joined by his own men when they were heading to the craft.

Spidey saw Red Skull getting away from the scene of the fight.

"Hey, come back here you coward!" he yelled, demanding that Red Skull return to the spot. "I'm not finished with y-you." he then felt a little dizzy and tried to shrug it off, but couldn't.

Jessica then caught him, "Dude, take it easy. You're hurt badly." she said to him.

"I-I'm fine." Peter said back to the one who caught him.

"No you're not." Jessica corrected him. "You almost got killed in a brutal beat down at the hands of that Dark Venom bastard." she then brought him down on his knees. "Just lay down on the floor." she urged, making him rest back first on the ground.

"B-But where's Black Widow?"

Jessica instantly knew who he was talking about. "The Redheaded Russian with really big boobs in a black leather catsuit?" she asked. "She's over there." she pointed over to her as she retracted her swords.

---

Quake pulverized Taurus with her tectonic waves, but this time at the last minute, Lance Hunter and Mockingbird arrived with someone else.

"Hey guys, sorry we were late in coming to assist you." Quake said, apologizing for being late. "But we ran into a guy who claims to be the real Ronin!" she said.

"Oh really?" asked Mack.

"Yeah." Quake added.

And it was true. There was a guy standing with them in a blue version of the outfit Alexi Shostakov has on him. Only difference was, there was only one sword on his back. Shostakov saw who it was. "You! Nozomu Akatsuki!" he said, looking at the guy in blue. "I am the real Ronin!" Shostakov claimed. "You are nothing more than a..."

"No, Alexi Shostakov!" the Ronin in blue, now known as Nozomu Akatsuki shot back at him, unsheathing his sword. "There can be only one Ronin in the world." he steadied his foot, with his sword at the ready, having it pointed at the man who did this. "And it will not be you. Now die...BAKA!" he yelled as he ran at Shostakov, stabbing him right in the heart.

"Damn you!" Shostakov said in a raspy voice. "I'll see you all in hell." those were the last words before he lost consciousness forever. Akatsuki pulled his sword out of Shostakov and got out a towel to clean the blood off the blade.

"No you will not." he said, while he cleaned his weapon.

(A/N: Baka means Idiot in Japanese.)

Mockingbird and the others looked on seeing Quake taking Taurus down with the help of the Thing and she did the same thing to the other members of Zodiac, knocking them all to the floor. Natasha saw Peter laying on the ground, resting. She felt worried and race over to him, with Jessica right next to her.

"Peter, are you..." Natasha was about to ask if he were alright, but Peter grabbed her hand in a gentle manner as she rested Peter's head on her lap.

"It's alright, Nat." he said. "I'm still alive, aren't I?"

Natash smiled as she broke down and started crying for him with more tears coming out of her eyes and down her face. This time, they were tears of joy.

Peter stroked Natasha's head. "It's okay Nat." he said, reassuring her. "It's okay to cry."

"Hush, Pete." Natasha said, happily as she sobbed. "I could've stopped Dark Venom from killing you. You would've died." she rested her head over Peter's heart, that was still beating.

"But I didn't. I came all the way here to save you and I did just that." Peter told her as she let her cry on him. "Heck, I'd do it all over again if I have to. I'm only human after all."

Natasha was moved by his words to her. "That's why I love you, Peter." she said, as she cleaned all the blood off of his face and Mockingbird ran over to them.

"Natasha, Pete, are you guy's alright?" Bobbi asked.

"We're a-okay." Peter said to the blonde. Mockingbird facially asked if she could help Natasha boost Peter's head up. She nodded yes and Natasha moved Peter's head in between the laps of Black Widow and Mockingbird.

Yet, deep down, Bobbi felt like she was to blame for this incident. "I'm really sorry about this guys." she said, apologetically turning her head to Natasha. "I wish I could have done more than letting bad things happen to him. Especially when Dark Venom nearly bet him to death."

"It's not your fault Bobbi." Natasha said, making her friend rid herself of guilt. "You did everything you could to help us this far."

Just then, Captain America put her hand on Mockingbird's shoulder. "She's right Mockingbird." he said. "We can still stop Red Skull and his men from using the doomsday device and destroy it before it causes damage to major cities around the world."

Mockingbird felt reassured by what Cap told her. "You're right, Cap." Bobbi agreed with what Cap told her. "Let's find Skull and finish the job."

"Wait." Peter said, holding that thought. "Before we do, I got a couple of questions for Scarlet Spider." he said, pointing at the guy in question as he walked toward him.

"You wanted to ask me something?" Scarlet asked.

"Yes, I did." Peter started off. "Why did you want the information on where my dad was? And more importantly, why did you call me 'brother'?"

Scarlet let ought a deadpanned sigh and took off his hood. "I guess I have no choice but to tell you the truth do I?" he pulled off his mask, revealing a familiar face to Peter.

"Kaine?" Peter said, instantly recognizing the guy.

"Yes, Peter. I didn't want to alarm you, but my full, real name is Kaine Parker." he said, revealing his name to Peter. "I'm your long-lost older brother."

This news shocked Captain America and the Fantastic Four members to the very core as it also shocked Peter deeper than anyone would think of.

"What?!" Peter shouted in surprise.

"Oh God!" Sue said, gasping.

"You're my...BROTHER!?" Peter asked again, loudly this time before turning his head to the ladies. "Is this true?"

"Every word of it I'm afraid." Widow said, confirming it.

"Yes, like it or not little bro, you and I are related."

"You got dat right." Thing said. "I can see the resemblance between you both."

"One had short brown hair all the way, while the other one has his hair all messy and with a blonde streak in the front." Mr. Fantastic added.

"Um..Kaine, I didn't know that you were Spider-Man's big brother." Captain America said.

Peter had not known about this. He always thought that he was an only child, but now he feels like his world has completely changed. Only not quite how he pictured it. "But why didn't you tell me about that sooner?" he asked, feeling his eyes begin to water.

"Because I didn't think it was the right time to tell you that you and I were bound by blood when we first met." Kaine admitted to him. "Here's my story. Before you were born, when mom was still pregnant with you, they spent so much time in the C.I.A., they started neglecting me and either treated me like a second child or invisible. After leaving me behind when they went to work for the C.I.A. one night, I decided to run away after realizing that we'll never be a family ever again."

After hearing Kaine's backstory, Peter felt even more confused and could not believe what was said. "But why? Why did you run away from home and from me and our parents?" Peter asked again, tearfully.

"Because I couldn't stand our parents constantly working for the C.I.A. all the time while I waited every day and night for them to come home!" Kaine shouted, admitting how he felt. "I'm so sorry. I was being bitter at the time."

Inside, Peter was angry about his brother abandoning his family in the past, but that didn't matter to him. "It's cool big bro. Go on." he then muttered "I can't believe I said that."

Kaine took the opportunity to finish his story. "Anyway, years later after I ran away from home, I stopped in Phoenix, Arizona where I collapsed in the desert and got bitten by a poisonous spider." he continued. "I was about to die in the desert until a passing motorist came by along with a woman. That motorist was Dr. Jonathan Drew and the woman was his wife Miriam Drew. They saved my life and took me in after that. After Doc Drew used an untested serum on me, I got my powers and used them to fight crime in San Francisco where I was living at the time. And in return for living with them, I promised to help them find their missing daughter and I intend to keep that promise."

Jessica felt a little startled by this as she heard the names Kaine mentioned, as she grasped her head with her right hand. Peter wondered if something was happening to her. "What's wrong, miss?" he asked. "You look like you've seen a ghost or something."

"I-I-I remember now." she said. "Dr. Jonathan Drew and Miriam are my parents. They were looking for me the entire time!" she felt excited to hear that sort of news, which shocked Kaine a little bit.

"Whoa, hold on a minute...Are you telling me that...YOU'RE Jessica Drew?!" he exclaimed and she nodded.

"Okay, that makes sense to me." Peter said.

Widow did not understand this a bit, "If that's true, then what are you doing here, Jessica?" she wondered.

"HYDRA kidnapped me, held me prisoner for years and preformed weird and freaky experiments on me which gave me the same powers as Peter and Kaine Parker, except for the fact that I also have bio-electric venom blasts."

"Wow, I guess that makes you a Spider like me, Nat, Kaine, and Mary Jane." Peter said.

Widow looked down at Peter, "Yeah, but only in our unique way." she said. "Except for the fact that you and I are both connected to each other more than ever."

"I guess so, and I also should point out that I transmit a chemical that makes men very attracted to me It gets a lot worse when I'm under stress, like during battle. But, I'm able to control my pheromones nowadays."

"Intriguing." Mr. Fantastic said. "Maybe after years of being here you found a way to control these pheromone powers of yours, Ms. Drew."

"Let's not get all formal. Call me Jessica."

Kaine took a while to process this and at first he never knew of anybody who had pheromone powers besides Zebadiah Killgrave, the Purple Man, but was amazed to find Jessica Drew in the hands of HYDRA all along. "Guess I really kept my promise to your dad to find you Jessica." he said, putting his hand on her shoulder. He looked at her lovingly. "When this job is over, I'll take you to your parents. I'm sure that they'll be glad to see you again after so many years."

"Sure!" Jessica said, agreeing to what Kaine thought about. "I would love that."

After hearing about this a little bit more, Peter started to remember all the times Kaine had been by his side as the Scarlet Spider. He did not know that Kaine found fame as a superhero in the bay area of San Francisco and that he had Dr. Drew and the missus helping him out during those times. It was then that Peter got Kaine's attention. "Hey, Kaine." the guy rushed over to him and Peter said, "After hearing your side of the story and remembering about the times you were there for me when we first met, I decided to accept you as my biological brother." he grabbed Kaine's hand like he was making a deal with someone. "So, in return, Black Widow and I need your help of going after HYDRA and trash the Doomsday Device before it goes off blowing up everything in sight."

"Say no more, bro." Kaine said, placing his mask back on. "I'll gladly help you stop those punks!"

"Now that I'm free, count me in too." Jessica said, denoting that she was gonna help too.

"Looks like we'll give you some more backup after all." Coulson said as he went over to him, Mack, Quake, Fitz, Simmons and Lance all nodded.

"You got that right, mate." Lance said.

Mockingbird nodded, "Yeah, totally."

Sparkplug agreed too as Cap and Winter Soldier walked over to the young Spider hero along with Mr. Fantastic, Thing and Invisible Woman.

"We're in too because Bucky and I have a score to settle with Red Skull." Cap said.

"Yeah, for old times sake." Bucky added to that.

"Sure, why not." Reed agreed to help too.

"That's fine with me." Sue added.

"That's good, cause I still got some clobberin' to do!" Thing said, cracking his knuckles.

Peter felt glad that the people around him were there to help when he could not do it alone. Just then, Human Torch flew on into the place too late to stop Zodiac. "Sorry I'm late guys!" Johnny said. "I was busy turning up the heat on these HYDRA chumps. Especially when they used their tanks to fire a whole lot of heat seeking missiles at me."

Thing was a little shurgged by it, "You were just showin' off, flamebrain."

"And regret nothing of it, thank you very much!" Johnny shot back, before turning his head over to Black Widow's bust size. "And wooooooo weeeeee! My, my, my Black Widow!" he said, flirting with the redhead, which kinda irritated her, but she wasn't moved. "I see you've gotten way hotter than before because you raised my temperature some more with those jugs of yours, and their bigger than Rockheads balls." he put his arm around her and continued to flirt. "So what do you say we..." he ended up getting slapped in the face by her.

"Sorry but I'm taken." Widow told him like it was.

Johnny was dumbfounded when he heard that from Widow' mouth. "By who?"

"Why don't you ask the boy laying on my lap?" she said, pointing down at the guy on her legs.

"What?" Johnny sputtered a little bit when he saw who it was. "Spider-Man? Who looks like a...nerd?"

Sue flicked her brother in the nose because of how he described the teen. "Johnny!" she scolded.

"What? He is!" he complained.

"At least I got me a babe that's a perfect 10 while you were juggling women around like juggling balls." Peter shot back at him, jokingly. Johnny huffed and felt defeated. Widow and Mockingbird helped Spidey up to his feet and he put his mask back on. "Anyway, let's get Skull and make him pay!" he said with determination.

"I will lock Scorpio and his Zodiac up." the blue Ronin said. "Good luck, Peter-san." he bowed to Spidey.

"Thank you, Aoi Ronin-Sama." Spidey bowed back.

"Please, call me Nozomu." the guy said.

---

As the good Ronin was tying Zodiac up, Red Skull and his men got into a ship that looked looked similar to the one Zodiac used, only this one had the HYDRA logo on it. He then launched the ship into the air and pressed a button that connected him to Mysterio.

"Herr Mysterio, do you read?"

"Loud and clear, Red Skull." Mysterio said on his section of the link. "What has happened?"

"It vould seem zhat tzhe girl zhat ve vere experimenting on has revolted und broke out of HYDRA custody." Skull told the man in the helmet about what had been happening. "Herr Brock has taken off, und is heading for your place."

Mysterio was disgruntled by how he put it a little, "What? Why?"

"He failed to kill Spider-Man who now knows zhat his father is on zhe run." Red Skull added. "But he does not know vhere he is."

"Hmm." Mysterio said to himself. "Very well, I will wait for Brock to get here. Anything else I need to know?"

"Zhe doomsday machine is ready to be tested. Und I shall use it on a very popular city...Zhe Times Square section of New York!"

Mysterio gasped "Brilliant!" he said.

"You'd better hurry, Skull! The kid and that Russian bimbo of his are on you're tail." said Carnage as he spoke into the comm-link, denoting that he was looking at the tracking systems. "Even if that doesn't work, we'll still have another chance to take down the Spiders."

"Of course." Skull agreed to that as his ship zoomed away.

---

On the way back to New York, Peter went over to Kaine and they both had a conversation with Winter Soldier and Captain America. Sharon and Katie joined the conversation too. Maria piloted the jet as the Fantasticar followed from behind, MJ and Natasha soon became fast friends with Jessica and MJ got the rundown on Mockingbird's days with Lance as well.

"Hey, Bucky, my little bro and I were having a brief conversation and we were thinking if it would be alright if we called you 'Jim'?" asked Kaine.

Bucky thought long and hard about it, no one had ever called him that name in a very long time. "Yeah, yeah, sure, why not?" he asked, favorably. before turning his head over to Cap, who was admiring Sharon from afar, "So you two are hitting of, eh?"

"Yep." Cap said. "And who knows, maybe one day Katie will like having her for a stepmom."

Winter Soldier rubbed the back of his neck, "Only time will tell."

Jessica got into the loop of how MJ and Kaitlyn got their powers.

"So, let me get this straight." Jessica said, trying to put the pieces together. "Mary Jane Watson, you got your powers from a copy of the Symbiote that called itself Carnage and adopted the identity of Spider-Woman?"

"Yep." MJ said. "But before all that, I was overtaken by the Symbiote when too much of it got on me. Turning me into the Carnage Queen." she remembered that time when she went evil. "That was due to Michael Morbius tampering with a sample of the original Symbiote and mixing it with Peter's blood. But thanks to Peter and our other friends, Eugene 'Flash' Thompson/Agent Venom and Harry Osborn, at the time the Patrioteer, I was freed."

"But then you went to Dr. Curt Connors and he's been monitoring your progress after you discovered that part of the Symbiote was still bonded to you."

"Yeah." MJ continued.

Kaitlyn then went up and broke the ice about herself. "I got my powers when I was in a pod for so many years." she said. "HYDRA cloned the Super Soldier serum and a sample of Captain America's DNA that they stole."

After hearing about this, Jessica was stunned to hear that. "So, how is it that you called that Winter Soldier guy your uncle?"

"Oh, Captain America is my dad."

Jessica was astonished by what she heard. "You're his daughter?"

"Yep."

"Who knew?" Jessica said, shrugging her shoulders.

Arachnid turned over to Sharon, "Hey, mom. Who's this guy you brought with you?" she asked pointing over at the Asian American man with her.

Sharon then turned her attention to her figurative daughter and brought Jimmy in to join her conversation with Mary Jane, Katie and Natasha. "Oh, guys, I want you to meet Jimmy Woo, he's the leader of a S.H.I.E.L.D. branch called the Agents of ATLAS." she introduced the man to them all.

"Agents of ATLAS?" Arachnid wondered, as she rubbed her finger on top of her head. "Jeez, I've never heard of them before."

Jimmy began to explain his backstory, "Perhaps I can explain that part." he started off. "Before I formed the Agents of ATLAS, I used to work for the FBI in the 1950's and saved the life of President Dwight D. Eisenhower." Widow wasn't surprised as she had read Woo's file while MJ, Katie, Winter Soldier, Kaine and Peter were absolutely shocked to hear the Jimmy had been displaced in time. "After that, I was authorized to assemble a special rescue team called Department Zero and recruited other super beings. Such as Ken Hale/Gorilla Man, Venus, Bob Grayson/Uranian, who at one point called himself Marvel Boy, M-11 the Human Robot, Delroy Garrett Jr./3-D Man and Namora, who happens to be the cousin of Namor the Sub-Mariner. And due to our connection to the Atlas Foundation, we are known as the Agents of ATLAS."

In his thoughts, Spidey said, "I didn't know that Jimmy was an FBI agent in 50's. Or that Namor had a cousin."

The girls were all impressed by this sort of thing. "Wow, Namor's cousin sounds amazing." MJ said. "I wonder if we'll ever meet her."

"I'm sure you will." Jimmy said, assuring that they will meet her and the Agents of ATLAS someday.

"Knowing Nova, he'd probably flirt with Venus." Spidey joked.

"Oh, Namora would be dismissive to him if he tried that." Jimmy pointed out.

Jessica had not known who Nova was. "Um, who's Nova?"

"His real name is Sam Alexander, he's part of my little bro's team, the Web-Warriors." Kaine said.

MJ walked over to Peter, "So, Kaine was Scarlet Spider all along?"

"Yeah." Peter said, "And believe it or not, he's my long lost older brother."

MJ was shocked to hear this, as was Katie. "Whoa, this is a surprise."

Maria spotted Red Skull landing his ship, and saw where he was going, but what she saw stunned her completely. "Hey, everyone look!" she said, getting everyone over to the front window of the ship. "There's Red Skull in his power armor." It was true, Red Skull was in an armor suit that looked similar to Iron Man's suit, only it had the HYDRA logo on the chest. "And he's about to set off the Doomsday Device on Times Square!"

They all looked in horror as Red Skull exited the ship along with his men in tow. "Over our dead bodies!" Spidey said venomously. "It's time to end this once and for all!" he added.

"My thoughts exactly, Spider-Man!" Captain America agreed with Spidey.

"Hold on to something guys cause it's gonna be a bumpy landing." Maria said, as everyone grabbed onto something to hold as she made it abruptly bumpy. Cap and Bucky held themselves inside their seats, as did Sharon, Arachnid and Spider-Woman. Coulson's team held onto a few bars that were hanging from the ceiling as Black Widow landed on Spidey.

"Um, Widow." Spidey said, as he got a look at where on him Natasha landed. "That booty of yours fell on my manhood." he started to feel his face burning under the mask.

Widow also blushed a bit as she looked behind her. It was true, her butt was over Spidey's manhood. "Yeah, I kinda noticed that." she said, seductively moving her rear on him.

MJ looked at this, "Awkward." she said with her eyebrow raised under the Symbiote mask.

---

The lot of them exited the ship as they caught up to Red Skull and his HYDRA soldiers on the rooftop of the main building of the Times Square area.

"Give it up, Red Skull!" Cap warned. "We've got you surrounded!" he added as Skull found himself surrounded by the Fantastic Four, Coulson's team of S.H.I.E.L.D. Agents, Maria Hill, Sharon Carter, Winter Soldier, Spider-Man, Spider-Woman, Black Widow, Scarlet Spider and Jessica Drew.

"You're too late, fools!" Red Skull said, putting the device down and turning it on. "Zhe Doomsday Device has already been placed und ready to fire in 5 minutes! You cannot stop it from causing destruction!"

"Actually, I saw the red light turn green." Spidey remarked as he saw the light on the device change. "And green light means...GO!"

They lot of them all started running at the HYDRA soldiers and Red Skull at the same time. The timer was set to 5 minutes

"It's Clobberin' Time!" Thing said, ramming his way through the soldiers.

"Fools! Give it your best shot!" Skull taunted.

---

Down below, Whitney Chang and her van arrived on the scene to get all the coverage. And a few Police cars were zooming over to the sight, full throttle.

"Are we rolling?" Whitney asked, fixing her hair.

"Rolling." the camera man confirmed.

"This is Whitney Chang, reporting live from Times Square where a battle between Spider-Man, the Fantastic Four, Captain America and Black Widow of the Avengers and what appears to be a group of Spiders presumed to be connected to Spider-Man vs the Terrorist Group known as HYDRA led by the notorious Red Skull who is wanted for crimes against humanity takes place in what appears to be a struggle over some kind of doomsday weapon and possibly the fate of the world." she said, before a woman with long blond hair in a ponytail and blue eyes, dressed in a maroon long-sleeve shirt and pants while a set of high heel boots was on her feet exited the police car and with her came a policewoman with short light brown hair and blue eyes, dressed in a NYPD shirt, a jean jacket black pants and had an NYPD badge around her neck. And with them was the NYPD's S.W.A.T. team. All of them were dressed in the standard uniforms they would have for special cases. "And the NYPD under the orders of Detective Jean DeWolff are supervised to protect the crowd while the S.W.A.T. teams are ready for what else might happen."

(Blind by Korn plays)

Cap, Winter Soldier and Sharon Carter went after a team of HYDRA Agents that came their way. Mockinbird, Lance and Quake took a few of them down as Mockingbird used her staff and Lance used his ICER gun. Quake used her tectonic powers to send them flying to the ground. Mack used his fighting background as a means to give the HYDRA goons that came at him with only nightsticks the smack down. Maria used her martial arts skills to knock several of them down into a dumpster below the building. Sparkplug shocked a few into submission as Spider-Woman used her Symbiote to throw them off the building and into a few dumpsters as Fitz and Simmons took a few more down by tripping them up. Scarlet and Jessica knocked a few HYDRA goons away along with Sharon Carter and Arachnid. Cap then swung his shield at a few more when Bucky fired his gun at them. Spider-Woman whacked more with her Symbiote as her and Widow pulled a double team move on them and high-fived each other.

"Jessica, we gotta find a way shut that gizmo down or millions of New Yorkers are gonna die!" he said, pushing a HYDRA soldier away and knocking him out before he and the girl ran over to the machine. She also got a look at the timer as is said 30 seconds on it.

"Let me do it!" Jessica said, urging him to stand back. "I think I'm familiar with the wire layout because I've been locked up by HYDRA for so long." Jessica then pulled the panel covering the wires off of the device and saw the different colored wires inside of it. "But since we're running out of time"But since we're running out of time, I guess I'll have to pull all the wires out."

Kaine had a disgruntled look on his face. "I don't that's a good..." he stopped speaking when he saw Jessica do so. "Jessica, no!" Scarlet shut his eyes as he waited for the explosion to go off. But he opened his eyes and nothing happened.

"You were saying?" Jessica said, sticking her hip out in a wade that made Scarlet blush a little bit.

But Scarlet shrugged it off. "Never mind. Just don't do that again." he said, patting the dark haired woman on the back. "In other words, you did it."

"Thanks." Jessica said, hugging Scarlet. This made Scarlet's heart beat a little faster and he hugged her back.

---

Red Skull was trying to prove he was more than a match for the popular superhero team of Manhattan as the Fantastic Four were doing their best to try and take him down into the gutter. Mr. Fantastic stretched his body around the villain and felt like he had him trapped. Invisible Woman had placed an invisible shackle around his ankles.

"We've got you now Red Skull!" Mr. Fantastic said, as he trapped him. "The Doomsday Device has been shut down! So I suggest that you surrender while you still can!"

Red Skull broke out of Mr. Fantastic's grip. "NEVER!" he shouted, knocking Mr. Fantastic back a bit and made him fall on his wife as she was catching him.

"I'm sorry, Reed." Sue apologized to her husband. "But his super armor penetrated my force fields."

"Don't blame yourself, Sue. It's not over yet." Reed reassured his wife.

Human Torch flew around Red Skull as Thing measured him for a different attack. Johnny then shot a ring of fire around Skull.

"Fools! Is zhat zhe best you can do?" Skull taunted as he put the fire ring out with a water cannon he had in the armor. He then dodged the bolts of fire Human Torch shot at him.

"Dude! Would you just hold still?" Johnny complained as he kept shooting off.

Thing felt like he was getting hit by said firebolts. "Hey, matchstick! Knock it off, will ya!?" he yelled. "You're flames are hittin' me in the friggin face!"

"Then move outta the way then!" Johhny told him.

"Shut up!"

"No, you shut up!"

"I said it first!"

"Did not!"

"Did too!"

"SILENCE!" Red Skull said, hitting the both of them in the jaw and sending them to the ground. "Insufficient fools!" he yelled.

Spider-Man looked on as he saw the F.F. getting their asses handed to them by the Red Skull. He then turned his head over to Black Widow and decided on a new strategy. "Widow, I've got it!" he said. "If we're gonna beat Red Skull, we'll have to use our new costumes!"

Widow nodded at him. "Then it's time to change things up a bit."

"Yeah, like our bodies haven't been going through enough changes already." he muttered as he rolled his eyes under the mask. "Alright, let's do this!"

Spidey pressed his wrist and Widow pressed her belt as the Nanobots swarmed them and changed them into their new main outfits. Spider-Man was in an outfit that had his traditional reds and blues, but with a big white spider logo on his chest and on his back too while he had white boots on the legs with red on the front while there was other red parts on the sides of his upper legs and what looked like a belt going around his waist. Black Widow was dressed in a black skin-tight outfit while she had her gold Widow Stingers, however the thing that was different about this outfit of hers was that she had black biker gloves on her hands, red boots on her feet and a brown jacket over her body that had her logo on the shoulders and on the back.

"Whoa!" Spidey said, liking his new threads. "My costume keeps on upgrading! This one is even better than my old one."

Widow looked at the outfit she was wearing, and was a little bit befuddled by the way it looked. "And mine looks like a rip-off from that movie based on me and the other Avengers." she said, as she felt the fabric. "Red boots and a brown jacket are not my style, but I suppose that it'll have to do."

"Oh, don't worry about it Black Widow, there's plenty more sexy costumes for you where "that" came from." Spider-Man added, poking on Widow's huge breasts.

Widow had a smirk on her face, "Very kinky of you, if you ask me." She said, grinning in a seductive way.

"I know." Spidey whispered. "Time to take him down!" he said to her, shooting his web-line out and grabbing Widow by the hips and swinging up to where Red Skull was at.

"You fools!" he said. "You may have foiled my plan zhat is years in zhe making but I vill not let it all go to vaist in vain!" Skull added as he was about to fire a set of weapons on the Fantastic Four.

"Hey, bonehead, it's payback time!" Spider-Man yelled, as he swing-kicked the villain right in the head. Then he and Widow landed on their feet.

Skull stumbled a little bit before regaining his focus as he saw the new outfits the two Spiders were wearing. "You'll pay for zhat you fools!"

"Bring it on!" Spidey and Widow said in unison. The two of them bolted at Red Skull and he rampaged at them. The three of them started fighting, as it was a back and forth battle with Spider-Man using a moonsault on him. Red Skull countered with a throw as Widow used her gauntlets to call out a set of laser blades to cut the armor Red Skull was wearing.

Back on the ground floor, the people began cheering for Spidey and Widow to defeat the bad guy. Some were even chanting his name and saying things like "GO GO SPIDER-MAN!", "BLACK WIDOW ROCKS!" and "SPIDEY AND WIDOW 4-LIFE!" However, J. Jonah Jameson was in the crowd and not at the DBC building to see the action up close and personal. And he did not like how the people were reacting to this one bit. "Hey, why are you morons chanting that webheaded menaces name!?" he demanded an explination. "You of all people should know that Spider-Man's a criminal! He needs to be arrested, locked away in prison and throw away the key! Did you remember the time he tried to destroy the city not too long ago!?"

One of the bystanders shouted at Jameson, "GET LOST YOU MOTHERFUCKER!" in a vile manner. "I DON'T WANT TO HEAR WHAT YOU THINK OF SPIDEY!"

---

Meanwhile on the rooftop of the building, Spider-Man and Black Widow did their best to keep Red Skull at bay and he kept on fighting back at them. Widow did a spinning kick combined with her ballet style, she then used a new move she learned from Spidey. She grabbed Skull's arm, flung him around a little bit and then threw him into the air, catching him with her legs and then slamming him to the ground.

"Widow, double team!" Spidey then thought up and relayed to Black Widow.

"Comin' right up!" she said, as she and Spidey then got ready for their double team move. First, Widow did the Shock Bite, then she had Spider-Man do the Bungee Bash as Widow jumped off of Spidey's shoulder to do the Convert Strike and then the Twirl Strike on him as Spidey did the Maximum Spider on him and last but not least Widow used her Hyper Covert Catch to slam him down hard.

"It's over, Red Skull! You've lost!" Spidey said as he and Widow pointed their projectile weaponry at him.

But Red SKull refused to be defeated. "NEVER!" he bellowed. "Not until I decided it is!"

"I don't think so, Red Skull!" Captain America swung his shield at Skull and it came right back to him. Cap then bent down and shouted "NOW!" to Arachnid.

"Here's something that I learned!" Arachnid said, as her dad launched her off his shield, into the air and kicked Skull in the chest, knocking him to the ground. "Never mess with the Web-Warriors or my dad!" she pointed her thumb at Cap.

Skull got a look at the girl. "You have your fazher's strength."

"Yeah, like father, like daughter." Arachnid said, high-fiving her dad.

Skull then noticed that Spider-Woman grabbed him by the leg and said, "Guess you won't be needing this anymore!", as her Symbiote began covering Red Skull's armor as if it were disintegrating the suit but not the man in it.

"No!" he said as Spider-Woman let him down and Red Skull was out of his armor. "My armor! Vhat have you done vith my armor!?" he demanded.

"It's quite simple really." Spider-Woman stated. "My Symbiote devoured it. It got a little hungry."

"I vill not be defeated zhis vay!" Skull said, when he tried to get away from the lot of them.

"Ah hem!" Spider-Woman said, clearing her throat. "Going somewhere, ugly?" she taunted in a witty banter.

Winter Soldier then went over to the madman and had his gun pointed at his head. "I have you right where I wanted you, Red Skull." he said, venomously. "And I've waited a long time to do this!" he had his finger on the trigger.

"Go ahead. Shoot me!" Red Skull dared Winter Soldier to shoot his head clean off his body. "Go on, pull the trigger und kill me! You know you vant revenge!" Winter Soldier had a battle happening inside of his mind, whether he should shoot the man or not. "Shoot me! SHOOT ME!" Skull bellowed again.

Winter Soldier put the gun down and said, "Nah, it would be way to damn easy. SO instead, I'll be doing this!" he then swung his fist to his jaw and sent him to the ground.

"D-Damn...you." Skull said, before he lost consciousness.

"And he's down for the count!" Spider-Man said, as he looked over at Winter Soldier as his mask retracted a little bit. "Thanks for helping us, "Jim"."

"No problem." Winter Soldier said, smiling at him. "Besides, no one's called me Jim or James in a long time."

(Song Ends)

---

The lot of the dropped down to the ground area and saw the crowd cheering them on and chanting their names.

Spider-Man liked the sound of that. "Thank you everyone! No autographs, please!" he felt a little warm inside.

However, J. Jonah Jameson rushed over to him and had an angry look on his face. "Spider-Man! I knew you were up to no good again!" he yelled in his face, poking his chest. "First, you tried to destroy the city numerous times and now, you went to a new low by having a doomsday device be placed and threaten to have it blow up the entire city!?" he yelled.

Spider-Man shook his fist in anger. "Get a fuckin' life, Jameson." he said back at him. "I've already proven my worth in this city! All of the so-called news reports by you about me being a menace doesn't hide the fact that you're a green eyed monster of a loudmouth who is constantly jealous of me because I made a difference for these people more than you'll ever have in your life!" he yelled at the man with the Hitler mustache.

"Hogwash!" Jameson shot back, refusing to listen to anything the web-slinger had to say. Scarlet was shaking his fist in anger this time as he saw how his little brother was being bullied on by that Jameson guy "That's your excuse for being a masked vigilante who is nothing more than..."

"Sorry, but I just can't take it anymore." Jameson was cut off when he heard the voice of Scarlet Spider behind him as he tapped him on the shoulder and gave him a punch to the face followed by a superkick to the jaw in full rage, knocking Jameson to the ground. This had everyone stunned and yet glad at the same time. Cap, Bucky, the Fantastic Four and Black Widow were even shocked themselves. "Y'know Scarlet, I was about to give Jerk Jonah Loudmouth a bunch of fact check until his brain goes bankrupt!"

"Looks like I gave you a hand on that one, bro." Scarlet told him.

Jameson winced in pain and looked at the one who kicked him. "What!? Another Spider-Man?!" he wondered feeling bewildered. "In crimson!?"

Scarlet then kicked him in the ribs. "Shut up asshole! The name is Scarlet Spider, and don't you forget it!" he hissed. "The real reason why you bullied, berated and hated Spider-Man and called him a menace so much is because your first wife was murdered by a man in a ski mask when you refused to drop the story about crime and corruption long ago! You have hated masked men ever since that day! Yet you idolized Captain America!"

(A/N: I read about it on the internet. Plus, Jameson turned Mac Gargan into the Scorpion.)

This made everyone in the crowd gasp, even the other heroes were shocked to know that. They had no idea that this was what Jameson really felt. But, Jameson tried to defend himself and not admit it. "Well...um...that's because Captain America's a better hero that web-head will ever be!" he said, trying to get everyone's trust again.

But Captain America stood out in front of Spider-Man. "I disagree!" he said in a civilized manner, not wanting to snap in front of the public. "Spider-Man is a hero like the rest of us." he waved his arm to the Fantastic Four, Spider-Woman, Scarlet Spider, Black Widow and Winter Soldier at the same time. "And your anti-Spider-Man campaign will be your undoing one way or another!" he stated to the man firmly.

Melinda May walked up to him with her fist at the ready, "And it goes a little something like this." Agent May swung her fist at his face, hitting him so hard he was knocked to the ground once again.

"Ah, shit! That's definitely gonna hurt in the morning." Jameson said, wincing in pain a little.

"Now I feel much better." Spidey breathed a sigh of relief as the women with the NYPD showed up along with a man who was dressed in an astronaut uniform with short blonde hair and brown eyes.

"Cap, Black Widow, Fantastic Four and Spider...Men, my name is Detective Jean DeWolff of the NYPD." she introduced herself and her partner to the heroes. "And this is officer Carlie Cooper." the policewoman waved at them. "We've also brought Col. John Jameson with us who would like to have a few words with his now estranged father."

J.J. saw that the man they brought was in fact his son, John Jameson. He was the astronaut Spider-Man and his team were sent to rescue on the moon once before. "Son? What are you doing here?"

John went up to his old man and said, "Oh, nothing much dad. I'm just here to tell you that you are disowned from our family because you wouldn't let go of your hatred for him!" he pointed at the web-slinger when he said that.

J.J. was wide-eyed in shock when he heard something he never thought he'd hear his son say. "What? You can't be serious, son!" he got up and yelled. "I brought you into this world and I'm gonna take you out of it if I have to mister!" he threatened, by John was not moved as he stared in anger at him. "Didn't you remember what that wall-crawling menace did to you?!"

"Of course I do!" John shot back. "He saved my life, even after I was turned into a Man-Wolf! Just like he saved all of these people on numerous occasions!" he pointed at the people in the crowd next, making his father even more shocked. "But you refused to accept him as a hero because he, unlike you and all the bad guys he's fought against over the years, cares about everyone other than himself!"

The people were stunned to hear that John Jameson, the man who was a hero to the public was turning his back on his own father. "Okay, picklepuss! All the things that they said about you, are they all true?" he wondered. Jameson did not answer, feeling nervous. "Either you come clean right now or you get humiliated in two different ways." he threatened. "One, you get your clock cleaned by me, or Two, I'll just plainly pull your underwear over that flattop head of yours!"

J.J. was still very nervous by all the angry stares he was getting from the crowd and the other heroes. "Alright, alright I confess!" he yelled to the heavens. "All the things you said about me were 210% true! And I also did it for the ratings to make Daily Bugle Communications the number one news channel not only in New York, but around the entire world too!" he confessed. "That was the only way to drive Spider-Man away from the scene and out of town forever in order to get him to go back home! But he always prevailed and failed about a thousand times! So I kept trying and trying and trying again until my goal was achieved! Are you happy now web-head!?" he yelled at the young man.

Spidey nodded, meaning yes. "Just so you know, Jerkwad, this is my home!" he stated firmly. "Not to mention that you also bullied the lovely but deadly Black Widow too, by making deprecatory sexist comments about her in front of everybody!" he brought that up too.

Jameson turned his head to Black Widow, not wanting to look at the watermelons on her chest. "Okay, you got me there too!" he confessed again. "So, no hard feelings?"

Black Widow slapped Jameson in the face really hard. "Now we're even, asshole!"

"Ow, that hurts!" he winced in pain. The people were all booed at J. Jonah Jameson for what he was trying to do to the hero of their city and they all started throwing garbage at him. Including beer cans, soda bottles and so forth. "What the hell! HEY!" he shouted as the people continued throwing garbage at him as he was being berated by everybody in the crowd.

The people who were throwing their trash at him all shouted things like "LEAVE SPIDER-MAN ALONE!", "GET OUT OF OUR CITY, YOU SLANDEROUS PUNK!" and "YOU'RE A MOTHERFUCKING SCUMBAG!" at him.

Spider-Man and the others mused at this. "Looks like Jerk Jonah Loudmouth is finally getting what he deserves." he said, before turning his attention to Black Widow. "And the best part about it is that I don't have to put my hands around that annoying throat of his." he put his arm around Widow's hips again. "Except that I can gently put my hands on your body." he said, flirting with the woman.

Widow took his hand off her hip and said, "Easy there, loverboy." seductively.

Jameson was getting hit in the head by the soda cans and beer cans that were thrown at his head. "Hey stop that!" he demanded, but the people wouldn't listen as they kept booing at him. "I got a lawyer! I'll sue you all for assault!" he threatened. "There will be hell to pay!"

John then went up to his estranged father and said, "Sorry dad! It's pains me to do this to you but you left me no choice!" he then punched his father in the gut and threw a cup of coffee at him. It had gotten cold over the while.

J.J. then turned his head over to the web-slinger. "I'll get you for this Spider-Man!" he threatened the young web-spinning wonder. "I'll get you if it's the last thing I ever do! I'm going back to my building, get on the air and report..." he was then stopped by Robbie Robertson who had been running over to him.

"Hey, Jonah! The Board of Directors wants to have a meeting with you!" said Robbie.

Jonah turned his head over to the man who he worked with. "Dammit!" he cursed, feeling like he was in trouble. "Just get me out of here before they all trash me to death!"

"Quick, Jonah! This way!" Robbie said, guiding J.J.J. into a place where he could not be seen as he turned his head to Spider-Man, "Oh, and Spider-Man, great job saving the day!"

"Thanks Robbie!" Spidey said to him. "You're an awesome reporter by the way!"

"Thanks!" the man said back to him again.

"Just shut up and get me out of here!" Jameson said, as he got into Robbie's car.

"Oh right!" Robbie said as he drove off to the DBC building, knowing full well the J.J.J. was in trouble.

Jean DeWolff turned her attention to Spider-Man yet again. "Spider-Man, Scarlet Spider, Black Widow, Captain America, Fantastic Four and the rest of the heroes with you, we'd like to congratulate you all on a job well done, saving the lives of everyone in NYC."

"All in a day's work, ma'am." Cap said to the detective. "We'll just turn Red Skull to the higher authorities and we'll be on our way."

"Yeah, but it looks like we'll never hear the end of it from Jameson anytime soon." Spider-Man said, while Coulson and his team along with Winter Soldier placed a set of arm cuffs on Red Skull and carted him off into their ship's brig.

Officer Carlie Cooper then went over to the web-slinger. "But you've already proved that you're a hero despite what that hitlerstached bully said about you." she said, rubbing the back of his head.

"Thanks, Officer Cooper."

"Oh, call me Carlie." the woman said. "Plus, I have a tattoo of your logo right here on my stomach! See?" the police woman lifted her shirt up to show that it was true. She did have a tattoo of Spidey's logo right on her smooth stomach. Spidey felt a little stiff under his costume as Widow and the others were wide-eyed with the expression that went 'Whoa!'

"Oh, boy. Look at the time." he went over to Widow, to let her know that he still loved her. "We really must be going now."

Widow smirked in agreement to that. "Fair enough." DeWolff said, grabbing Carlie by the arm. "Now, if you'll excuse me, Officer Cooper and I are gonna have a nice little chat and we're gonna be very civilized about her fangirling behavior." the two of them and their S.W.A.T. team all pulled out, packed up and went back to the station.

Just then, Mr. Fantastic heard his cellphone ringing. He answered it and said, "Hello?" he got responded by a what sounded like a teenage boy who told him about a breakthrough that he made. "That's fascinating son! We're on our way home immediately!" he said, feeling excited. Reed hung up the phone and turned his head to Spider-Man and Black Widow.

"Uh, why so excited Dr. Richards?" Spidey asked.

"Our son Franklin has just made his first breakthrough and he really needs us to see it stat!" Reed told them.

Spidey and the other Spiders were amazed. "That's great!" Spidey said.

Spider-Woman asked, "You have a son named Franklin?" feeling like she didn't know.

Invisible Woman put her arm on the redheaded teenage girl. "Yes, when I was pregnant with him, I resigned from active duty and had Crystal take my place in the Fantastic Four."

"Really?" Spider-Woman asked as Sue nodded to her. "Wow!

"Yeah." said the leading lady of the Fantastic Four. "Our son and his sister Valeria get their brains from their father." she pointed at her hubby. "They're the apples of our eyes." she embraced Reed lovingly.

"You'll have to excuse us but we must be going." Reed said to them. "I can't wait to see our son's research!" he felt excited for his progeny.

"Sure, no problem." said Captain America.

"We really appreciate your participation in our efforts to stop HYDRA and Zodiac from unleashing the doomsday device on the world." added Phil Coulson, shaking hands with the members of the popular Manhattan superhero team.

"Sure thing Phil." Sue agreed to that statement before turning her head to Spider-Man and Black Widow. "We ought to team up with the Web-Warriors more often Spider-Man." she said.

Spidey felt excited about that idea. "Yeah, that would be great!" he told her.

Johnny snickered a little bit, "Just because his girlfriend has a boob job?" said the fire manipulator with a remark.

"Johnny!" Sue said, elbowing her brother in the ribs.

Widow went up to them and perked her breasts up a bit. "Actually, my boob grew bigger and bustier because of the side-effects of being turned to a werewolf and back due to Nightshade's mutation serum." she shook her breasts up and down a little bit.

"Oh, never mind then. Sorry!" Johhny appologized as he got slapped in the back of the head by his sister. "Hey, Sue!" he complained.

Sue had a strict but witty face, "Not as sorry as you're gonna be when we get home Jonathan Spencer Storm!" she hissed.

"Aw c'mon!" Johnny kept complaining.

Thing put his hand on Spidey's back and told him, "Ah, don't listen to Flame-O over here. He's just being an immature lunkhead who love's playin pranks on me all the time." as he got into the Fantasticar.

"Yeah, I can tell by the way you two always fight." Spidey said, as he and the others waved goodbye to the F.F. as they went back to the Baxter Building to check on their son Franklin. "Well, now that that's taken care of, I got something to say to Fury!" he hissed, ready to head back to the Helicarrier.

---

Back at the Hellicarrier, Spider-Man, Black Widow, Scarlet Spider and the others were walking down the hall and went into Nick Fury's office. There they saw him standing there with his arms folded and he had an angry stare on his face.

"SPIDER-MAN! I demand to know what in the hell you were thinking opening Pandora's Box in the form of the file on your parents!" he yelled. "Do you realize what you've done?!"

Nick made that demand only to get decked by Peter who sucker punched him in the jaw. "Funny. I was about to ask you the same question when you were trying to keep that from me!" Peter shot back, feeling enraged that Fury withheld this secret from him. Melinda May was about to retaliate on Fury's behalf, but Peter muttered to himself. "No, Agent May. Not this time! It's time to get yours!" as May nearly hit him in the face again, Spidey countered and parried her attacks this time before he knocked May out with a single punch to the face. "Now we're even."

Fitz could not stand by and say nothing anymore and yelled, "STOP!" getting Fury and Peter's attention. "Instead of you fighting one another, you could at least tell your sides of the story!" he shouted to them, getting them to calm down and do just that.

Peter and Nick looked at each other and Peter shrugged his shoulders. "Okay then." he said as Fury got back to his feet to hear Peter's side of the story. "Fury, the reason why I did what I did is because I wanted to know the truth about my parents who at one point worked for the C.I.A. when you and S.H.I.E.L.D. did a joint investigation with them because I found out that my father was a target of HYDRA and other villains due to him making a breakthrough for curing cancer and that this guys named Eddie Brock, who calls himself Dark Venom used to be my father's protege and he is also the man who killed my mom when I was 4 years old and hired Electro to kill my old girlfriend Gwen Stacy years later." Peter felt tears coming down his face a little bit, but shrugged off the sadness. "Luckily my dad escaped from HYDRA after being held prisoner for so long. You tried to order me to stand down to prevent me from going inside to find the answers I wanted, confront the guilty party responsible for this and more importantly I had to rescue Black Widow because I felt responsible for letting her get captured because..." Peter was hesitant to answer, he did not want to admit to Fury that he fell in love with Natasha otherwise he'd separate them. "I care about her. Our relationship as partners grew a lot over time. That's why I did what I had to do. It's the sense of responsibility I have."

At first Fury was angry but after hearing Peter's side of the story, he dropped it. "I see that now." he said, calmly. "Now here's my side of the story. The reason I didn't tell you the truth in the first place is because I promised your parents not to tell you until the time was right." he admitted, making Peter gasp to hear that Fury made a promise to his mother and father. "What happened today was unfortunately bad timing. I tried to prevent this from happening but I was too late." he let out a sigh of anguish. "It was bound to happen sooner or later, but I just didn't know when."

"Just like it did today." Peter nodded.

"I'm going to regret saying this but Spider-Man, I'm sorry for keeping all this from you." Fury said, apologetically. "Now that we got that out of our systems, we'll need to work hard to improve the trust between us and make sure that something like this never happens again." he added, before sticking out his hand.

Peter shook the Director of S.H.I.E.L.D.'s hand and said, "Yeah, I strongly agree." as he let go. "And I'm sorry for punching you in the face, even though you deserved it."

"Actually, you did me a favor." Fury reassured.

Peter was dumbfounded, as were everyone else. "I did?"

"Yeah." Fury confirmed. "I'm glad you gave me a good shot in the face, because I've been dealing with a toothache since the incident at the Triskellion not too long ago."

Peter blinked in a manner of dismay before he said, "Oh, sure. No problem. But next time, try going to a dentist just once a year like everyone else." he said, giving some advice to the S.H.I.E.L.D. Director before he woke Agent May up and got her off the ground. "Oh, and Agent May. Sorry for hitting back. I haven't forgotten about you punching me in the face when we first met." he said to her. "You were really mean to me." Mockingbird and Quake agreed, as did Widow, Sparkplug, Spider-Woman, Arachnid and Scarlet Spider.

"I know." Melinda said, admitting her guilt for being harsh to the boy. "I would've done the same thing if we were in each other's shoes."

Peter agreed to that. "Fair enough but don't let Mesmero overhear that because that guy would do that to us like he did with me and Widow." he said, pointing at the redhead.

"Yeah, you're right on that one." Agent May said. "And I'm also sorry for that too because I thought you were just gullible, young, immature and stupid."

"Watch it, lady!" he warned.

"Sorry." May apologized again. "But it turned out that Yelena Belova used her charms to seduce and manipulate you and you fell right into her hands."

"All thanks to Grant Ward and that device he used to literally shut down my Spider-Sense." he added. The others were aware of this, as he told them about it before, but MJ did not know about it till just now, neither did Katie. "So, apology accepted. Friends?" he stuck out his hand to her.

"Friends." Melinda said, shaking hands with him. "Peter Benjamin Parker, you have officially earned my respect."

Scarlet took the time to break his silence, "Director Fury, thank you for helping my little brother become the Ultimate Spider-Man." he said taking off his mask. "And there is something I need to do."

"What would that be, Kaine?" he asked.

"I need to get in touch with Dr. and Mrs. Drew to let them know their daughter is alive and well."

"Okay, sure. Use my desk." Fury said, allowing Kaine to use his computer to talk to the man he owes his life to.

As the lot of them all left Fury's office, Coulson went to Dr. Connors Lab to check on his newest diagnosis on the notes of Richard Parker while Katie took the time to babysit Billy while Bobbi and Lance went with Daisy, Lincoln and Mack to see how the guys at the Atlas Foundation were doing as Jimmy gave them a drive to the place. After they all left Kaine in Fury's office, Natasha went over to Spider-Woman who changed out of her Symbiote.

"Mary Jane." Natasha said.

"Yeah?" MJ asked, wanting to know why Natasha called her.

"I can't help but notice that you slapped and punched Peter in the face before you came to Siberia to rescue me." she said, bringing up the argument MJ and Peter had prior to all this fallout.

MJ felt a little dumbfounded by how she asked it. "Wait. Did your psychic bond with him tell you what happened?" she asked.

Natasha folded her arms, "Actually, I saw it through his eyes. So, in a way, yeah it did."

Mary Jane sighed in defeat, "Sorry I had to do it, but he wasn't thinking straight. So I had to give him tough love and warned him that I'd never speak to him again if he doesn't listen." she admitted to Peter's girlfriend.

At first, Nat was a little miffed at the girl for doing that, but she unfolded her arms. "I understand, but know this." Widow slapped Mary Jane really hard in the face, leaving a mark of her hand. "Nobody hits my boyfriend and gets away with it." she hissed a little bit, before breathing in and out. "Nothing Personal, but don't ever do it again."

MJ felt a little bit of pain. "Yeah, sorry about that." she said to the woman. "Damn, that hurts!" she winced.

Natasha put her arm around MJ and walked with her, "Let's get you some ice to reduce the swelling." she said.

"Thanks, Nat. I would love that right about now." MJ said agreeing with what Nat said, as she got a bag and put some ice in it before putting it on her cheek. "Now I get the term "What goes around, comes back around." I guess I learned my lesson."

"We all have." Natasha agreed with Mary Jane on that as Peter went over to them.

"So, ladies, want head back to my house? I'm getting some pizza." Peter said.

"Sure." MJ said.

"You got it, hun." Natasha added, as she went with the two.

---

All the while, Mysterio was sitting around in his hideaway, feeling bitter that Red Skull lost again and that Scorpio and Zodiac failed him.

"Dammit!" he said, slamming his fist onto the arm of his chair. "I can't believe that this happened!"

Just then, Carnage walked in along with Eddie Brock as they saw his anger in action. "Hey, Mysterio." Eddie said. "It's not over yet. We still have another ally in our midst." They were joined by a man with short groomed blonde hair, purple-lens glasses over his pewter and was dressed in a gray suit while there was a robotic-looking being behind him. "I'm sure you're familiar with Justin Hammer and his other self, Titanium Man, right?"

Mysterio turned around and saw the man in question. "Ah, of course I am. How could I forget?" he said, enthusiastically. "You're Iron Man's business rival."

"That I am." Justin said, denoting how arrogant he was. "I have been observing your surprises for Spider-Man and I am quite impressed."

"Glad to hear it, Justin." Mysterio shook hands with the man, as he sat down and Harvey came in and poured them a cup of coffee. Mysterio took his helmet off and took a sip of his coffee. "So, why are you here?"

Justin got some cubes of sugar and put them into his coffee, stirring it around as he began his elaborate presentation. "I have a plan for you." he said. "And it involves us working alongside him..." he pointed to the door way and in came a man dressed in a blue outfit with an orange cloak and a green mask that looked monstrous in origin. In his arm was a purple hoverboard that looked similar to Norman Osborn's glider during his days as the Green Goblin, and he also had a purple nap sack around his person. "Mysterio, Dark Venom, Carnage and Harvey, meet Jason Phillip Macendale Jr., also known as..."

"The Hobgoblin!?" Harvey said, in horror, but brushed that off. "I've heard of you. Didn't Scarlet Spider beat you before, back in San Francisco?"

"Yes, he did, unfortunately." said Hobgoblin, shrugging off the defeat. "I also used to work for Kingpin at one point, before he traded me for someone else."

Eddie thought about this, "So, Jason, what sort of thing do you have in mind?"

"Well, this Spider-Man creature I saw called Doppelganger has created a device that can capture the Egyptian God of the moon, Konshu and he needs a resource powerful enough to drain Konshu of his powers and divide it up with Mr. Hammer and a few others." he elaborated.

Mysterio was quite in awe by how he put it. "That is genius! Stealing the energy of a Demigod from Egypt would make anybody unstopable!" he laughed evilly. "And when would you like to get under construction with this thing?"

"A few weeks from now."

"Excellent, I will provide you with the resources you'll need." Justin said.

"And I'll make sure to send you some additional backup, Hobgoblin." Mysterio said, "Harvey, you may go on your break."

"Thank you sir." Harvey said, leaving the room.

"Oh, this is gonna be bad news for Spider-Man." Hobgoblin said.

"Indeed so, my friend." Mysterio added, shaking hands with the demon-looking villain as the lot of them laughed evilly.

---

Later that night, at the Parker Residence, Peter, Natasha and Mary Jane were eating a pizza they had ordered from Roy's and they saw the news report on J. Jonah Jameson being arrested and getting chewed out by his own son.

"Thanks to the combined efforts of Spider-Man, Scarlet Spider, Captain America and the Black Widow from the Avengers, Winter Soldier, the Fantastic Four and a few other superheroes that were with them, the city, county and state of New York is saved from HYDRA led by the Red Skull, who's now in the custody of S.H.I.E.L.D. for threatening to destroy it with a Doomsday Device and the rest of his henchmen were arrested by Detective Jean DeWolff and Officer Carlie Cooper." she reported. "Despite the news reports from DBC about Spider-Man being a menace to socitey, due to his heroics, his popularity continues to grow, not only in New York but around the world which officially propelled him to the A-List of the Superhero community, along with the Avengers, the Fantastic Four and the X-Men." But then something came to her as she got an update. "And this just in, J. Jonah Jameson has been fired as the C.E.O. of Daily Bugle Communications by the Board Of Directors for his anti-Spider-Man campaign that damaged the image of the once most popular multimedia giant in the entire city due to the increase of Spider-Man's popularity and has been replaced by DBC reporter Joseph 'Robbie' Robertson who stated this..."

The screen changed to Robbie standing in front of a podium in front of a whole lot of press. "As the new C.E.O. of Daily Bugle Communications, I vow here and now that I will take careful steps in restoring our image and reputation, and deliver real news and stories to people without slandering superheroes who work hard to protect all of us and our way of life from evil and the forces of darkness." he said to them. "And Spider-Man, wherever you go, good luck and thank you." he added.

The screen changed back to Whitney. "Such noble words from a great man." she said. "And we're back here in Times Square with John Jameson who has recently announced his disowning of his father." she then looked at him lovingly. "John, now that you no longer own J. Jonah Jameson as your family, what are your plans?"

"I'm not sure yet, Whitney." John told her. "I'll figure it out someday."

"I hope you do." Whitney said back to him. "Keep tuned in for more updates. This is Whitney Chang for channel 6 news, back to you're regular scheduled program." The screen changed back to a cartoon that was playing. The chase was between a couple of cops and a few thieves who were en route to their hideout to stash the loot.

Peter took a bite of his pizza and a drink of his orange soda. "I'm glad it's finally over with J.J.J. because that guy is, was and always will be a horrible person." he said to the girls. Peter had on arm around Mary Jane's neck and another around Natasha's waist. The ladies nodded in agreement with Peter. "And I'm also glad that someone else thinks of me differently than picklepuss who's been put on the unemployment line."

"You got that right, Petey." MJ stated to Peter. "I can't believe I actually thought about working for Jameson."

"I know, but I guess if you do get to be a reporter, Robbie Robertson will get to be your boss someday." Peter said, making her smile.

"Yeah, well, Jameson suffered a broken jaw at the hands of Melinda and your big brother." Natasha added. "And Jameson will probably gonna sue the DBC for wrongful termination."

"He brought this on himself." Peter turned his head to Natasha. "He said a lot of mean things about me and karma came knocking on his door and got him dead in his tracks.

Natasha grabbed Peter by his chin and kissed him dead on the lips and said, "And you got me as your consolation prize, hun."

"I know that's right, Nat." Peter agreed with what the older redhead told him after she smooched him. "He's lucky I wasn't the one who punched him in the face and knock his teeth out, otherwise he'd have a bad taste in that loudmouth of his."

MJ stroked Peter's hair a little bit, "Well, you won't have to worry about him anymore tiger." she reassured the boy.

"That way I can finally move forward with my life, away from him."

Natasha took a bite of her pizza and a sip of her soda, and after she was done she let out another loud *BURRRRRRRRRRRRRRRRPPPPPPPPP!* She covered her mouth and said, "Excuse me!" as she giggled.

MJ was a little surprised by this. "That's a little bit out of character for Nat to act like that."

"Nah, she's finally adjusting to being a normal person after having a rough childhood, losing her entire family, growing up training in the Red Room during the Black Widow program, being played for a fool by her now dead ex-husband when he faked his death, defecting to the United States after turning on her former superiors by refusing to do any more public assassinations, joined S.H.I.E.L.D. as a spy/freelance agent and joining the Avengers to atone for her past misdeeds."

It was then that another tear fell down Natasha's face. She nodded to Mary Jane that it was true, and the girl was surprised to hear that had happened to Natasha in the past. "Wow, I'm sorry to hear that." she said, placing her gentle hand on hers.

Natasha wiped a tear from her eye and obliged, "Thanks Mary Jane. That means a lot to me." before she kissed Mary Jane on the cheek as if she were Mary Jane's mom. MJ smiled at her and felt like she saw something in Natasha that inspired her. After a few minutes of Natasha letting her tears out as Mary Jane embraced her she wiped more tears from her eyes, put her slice of pizza down and said, "Now that I'm better, I decided to show off my other new outfits Fitz and Simmons made for me to you guys." as she got up off the couch. She turned her head in a flirty way and winked at Peter, "Care to join me, sweetie?"

"Sure thing." Peter aceepted, as he got up and tapped on Nat's booty which made her giggle and moan in pleasure.

"That I can't wait for." MJ said, watching the two.

"Okay, here we go!" Peter said, as he pressed the button on his new watch, making the nanobots come all over his body and create the outfit he used during the battle with Red Skull. And Natasha did the same thing as she pressed her belt and was in the new main costume Fitz and Simmons made for her. "Man, I'm diggin' my new main costume!" he said. "It was actually quite an improvement. Especially the Spider logo being white."

At first, Natasha felt like she was ripping off Marvelous Studio's Dark Spider character, but she felt the need to adapt. "As much as I'm gonna have to get used to my new main costume with a brown jacket, red boots and black biker gloves, I'm going to see what else I got." Natasha pressed the belt again, causing another set of nanobots to swarm her body and wrapped her in an outfit that looked similar to Spidey's new outfit, only it was red and black with a gold Spider logo on her chest and on her back. She also had a mask around her eyes and had large hoop earrings.

Peter was dumbfounded when he got a look at it. "Hey you got my costume!" he said in surprise. "Except that it's black, red and gold."

Natasha got a good look at herself in a mirror that was in the living room, she turned her butt into the mirror and then back to her front and moved her shoulders up and down in a sexual way. "I think I love it." she told him. "Especially the eye mask with white eye lenses. I think I'm more sexier in this outfit." she bent down and made some sexy poses for Peter, making him stiff under his costume.

"I think it's totally awesome, Nat." MJ said, liking the outfit on her.

"Me too. I give it a perfect 10!" Peter gave the thumbs up.

Natasha blushed a little bit, "Thanks guys." she said.

Peter pressed his watch again and it formed an outift that looked a little similar to Superior Spider-Man, only it did not have the extra arms in the back and it was red and blue with a black spider logo and different gloves. "Another version of my costume?" he said before looking down at his hands. "These gloves look like Gambit's. I'm loving this one too!"

Nat pressed her belt again and this time she was dressed in a variation of her first outfit, only it was all white, and unzipped at the chest to show her ample cleavage. "The white version of my first catsuit?" she asked as she admired herself. "I think I made a polar bear look sexy."

"I wonder what the Unlimited version looks like." Peter said, as he switched to the blue and red outfit with the web cape he had during the storming of the Zodiac base earlier. "Looks futuristic. And I like the web-cape, this rocks! I'll keep it and pass it on for future generations to come."

Natasha pressed her belt again and this time, out came what looked like Agent Venom's Symbiote, only it was black and red with a Black Widow logo on her chest while the spider legs went down her belly. This shocked her a little bit. "Why do I have a Symbiote costume in my belt?" she wondered.

"I don't know, but it's probably not safe." Peter felt a little concerned.

"I guess we'll just have to find out." she tried it out on a chair.

"Nat wait." Peter said, but he was too late as the Symbiote made her moan sexually as she grabbed her boobs and started rubbing them. "Oh shit."

"Yep, it really is the Symbiote." Natasha moaned. "We feel like we're having an orgasm." she said, with her voice full of pleasure as well as her refering to herself as we instead of I while she went to Peter and rubbed her boobs against his face, which gave him a nosebleed. She felt it crawling around her body in a tingly way.

"Quick, change into something else before the Symbiote takes over your body!" Peter said frantically, urging his girlfriend to switch into a different costume before things got out of hand.

Natasha pressed her belt again and changed into a different outfit, and it was the one she used when she was fighting Ronin before Nozomu Akatsuki struck him down. "Whoa! That was way too close!" MJ said as she looked at the next suit Natasha was in.

"I'll say." Peter sighed in relief. "The Symbiote costume she has is a fusion of Venom and Carnage combined!"

Natasha sighed in relief as well as she got the swords out from behind her back. "At least I've changed into a costume that has swords." she added, getting a good look at them up close. "That's an even better look for me."

Next, Peter pressed his watch and ended up in a black, cerulean and magenta outfit with a big gold bug logo on his chest while he had a helmet over his eyes while his mouth was revealed and a jet pack on his back. "Whoa! I look like The Hornet! I love reading him in my comics!" he said, feeling excited. "I need to get the new issue."

Natasha rolled her eyes and pressed her belt again, this time she was dressed in what looked like a variation of the Iron Man suit. "What the?! Did Fitz and Simmons steal this from Stark?!" she said, looking at herself. "Well, even so, I think it's awesome."

Peter pressed the watch again and was in what looked like a black and white outfit with black lenses on the mask. "Hmm, this looks useful. I'll keep this in case I feel like joining the F.F. should Johnny ever be gone."

Natasha switched over to what looked like a skin-tight black outfit with a set of night vision goggles over her eyes that looked like the eyes of an actual spider. "Whoa, I might need this in case I decide to switch from the Avengers to the Thunderbolts." Natasha said.

Peter switched into what looked like an all black outfit with no eyes at all. "Hey, what the, I can't see!" he said, feeling like he was blind. "Where are you ladies?" he said feeling around for something.

"Peter, your touching my thighs." Natasha said, as Peter switched the eyes outside the outfit on.

"Oh, sorry Nat. The eyes of the mask must have been off." he said, looking into the mirror. "This outfit is all back."

This time Peter was in an outfit that looked like a biker version of him with a big R on his body. "What the, now I look like The Bombastic Ricochet! I wonder what strings Fitz and Simmons had to pull to get this and Hornet."

MJ then cleared her throat and pointed out, "Maybe that all black one was inspired by Dusk."

"Yeah." Peter knew he had some comics of him.

Natasha went to another different outfit, this time she was dressed in a pair of combat boots, a black pair of ripped jeans, short sleeve cropped jacket, red long sleeve shirt, a necklace that looked like her logo and her bracelets around her arms. "Hmm, very sporty." she said, liking it. Peter took the time to shift into the red outfit with the blue mask, gloves and boots that he used against Dark Venom. "Pete, how about we call that one 'Flipside'?"

"I'm okay with that." he agreed to that.

Natasha shifted to yet another outfit, this time it was an all black outfit with red going down her neck and belly, around her hips and down her legs while the red hourglass logo was on her chest. She also had an eye-mask over her eyes and a red jacket on her as well. "Wow, I look like a biker babe." she turned around and looked at Peter with his mouth open. She then closed Peter's mouth and kissed him on the forehead.

Peter then changed into what looked like his former main costume, but with a few gold accents on some of it and the eyes of his mask were glowing blue. Then he switched to what looked like an electric proof outfit.

And lastly, after he was done with his, Peter and Natasha changed into their last costumes that resembled the Venom Symbiote. They were both stunned by this.

"Why do I have the Venom Symbiote?" Peter asked, looking down at the outfit. "It was about to take control of me!"

Natasha looked down at the Symbiote she was wearing. Only hers was black with red on the wrists, while she had her logo on her chest, surrounded by eight spider legs and her boots were red and there was a red line going up from her knees to her thighs. While her hair now had a black streak in the front and her eyes looked yellow while there was a set of twin Symbiote lines on each side of her face. "I don't think mine is." she reassured her boyfriend. "In fact, they made these costumes to look like them, but not putting the real Symbiotes on us. They made them look like matching outfits, except that you're black and white and I'm black and red."

Peter sighed a relief again as they switched to their civilian clothing once again. "I guess you're right." he said. "Maybe I was overreacting." he and the girls chuckled at each other.

MJ got up and wrapped her arms around them both. But then, she went to Natasha. "You guys both have great new costumes and all, but Nat, I wanted to ask you something."

"Yes, what is it?"

MJ was a little hesitant to answer the question. "If I'm not too busy trying to be a better Spider-Woman, if it's okay with you, I was wondering if you could find the time to...take me in as your student?"

Peter and Natasha both gasped at the same time. "Huh!? You want me to train you?" MJ nodded. "I-I-I never had a student before."

Peter was a little stunned by what his childhood friend said to his girlfriend and felt like his two worlds were colliding. "MJ, are you sure about this?"

"Of course I am, Pete." said Mary Jane. "I want to do better as a superhero as badly as you two."

Natasha thought about it long and hard, at first she didn't know what to make of it. It was true, she never had anyone to train under her tutelage, but this could open up a new horizon. "Sure." said Nat. "I would love that."

MJ jumped for joy, "Thanks!" she said excitedly. MJ hugged Natasha and kissed her on the cheek. She turned her head back to Peter. "Hey, Pete. Can I crash here tonight? It's been a rough day."

"Sure, I'll take you to the guest room and make a phone call to Aunt May because she's not gonna believe what's been going on today!" agreed Peter, as he took MJ upstairs. Natasha put the rest of the pizza in the fridge and guzzled down the rest of her soda.

---

After Peter got MJ settled into the guest room, he went over to the phone to call his Aunt May and tell her what had happened today. He started dialing a few numbers, there was a ringing sound and at last there was an answer.

"Hello Peter." May said, on her end.

"Hi Aunt May." Peter greeted back to his Aunt. "How's the trip so far?"

"It's been wonderful." May replied. "I was just riding with this gamer named Zack Fawcett who's also an excellent inventor. We stopped by a few places and socialized a bit before we ran into his cousin and he explained how he won his football game." she told him about how her day went before asking, "How's your day?"

Peter let out a sigh of grief. "Oh, it's been a rough one because a maniac from my girlfriends past kidnapped her along with HYDRA and Zodiac."

"Oh my!" May said, gasping in shock.

"But, Mary Jane and I were able to save her with the help of S.H.I.E.L.D., Captain America, his girlfriend Sharon Carter, Winter Soldier, yeah, he's on the side of good and the Fantastic Four."

May was astonished to hear that her nephew got to team up with the rest of the Fantastic Four and not just the Thing. "Wow, Dr. Richards and his team, that's so righteous. And I didn't know Cap had a girlfriend, or that Bucky was still alive under a different name. And that is a relief." she said. "I'm glad that she's safe."

"Yeah, me too, but there's more." Peter began to tell her another thing that happened. "On the anniversary of my parents disappearance, I found out that my father is still alive and so is my older brother Kaine."

Aunt May gasped in fright when she found out that her brother-in-law and her first born nephew were both still alive. "B-But how is that possible? I thought they were gone!" she exclaimed.

"I know but my father's on the run from all the horrible people that are chasing after him for his research and hopefully safe for the time being. And I also realized that it's too soon to find him so it's best that I leave it alone for a while."

"And what about Kaine?" May wondered as she began to cry tears of joy. "I haven't seen him since he was a little boy. The poor dear has been through a lot since running away at a very young age."

"Yeah, but he's still alive and kicking." Peter reassured her. "He was taken in by Dr. Jonathan Drew and his wife Miriam, who trained him to be the Scarlet Spider." Peter told her about how Ben Riley was a clone of Kaine. "And he also fulfilled his promise of finding their daughter Jessica, who apparently has Spider Powers similar to my own, but is able to shoot bio-electric venom blasts."

May was even more astounded to hear about the Drew's taking him in after he ran away. "Well, that's good." she wiped the tears from her eyes. "I was afraid that the past would come back to haunt us sooner or later, especially after everything our family went through."

"You got that right." Peter told his Aunt. "I think I've come to terms with the past and hopefully, one day, we'll see dad again in the future."

May nodded her head on her end. "I hope so too." she said, "Now get some rest dear. You've had a rough day."

"Well, I'm getting plenty of that because Jimmy Woo was able to convinced Coulson to give me and my girlfriend a few weeks off before we get back to work as superheroes." Peter told his aunt about him getting some time off. "Oh, and I got a new Spider-Morpher that allowed me to change into my other costumes a lot quicker."

"That's great!" May said. "I gotta go dear. I'm turning in for the night as usual at my hotel. Yout ake care of yourself and your girlfriend in the meantime."

"I will Aunt May." Peter told her, reassuring his Aunt that he'd take care of himself and Natasha. "Good night."

"Good night Peter." May said, hanging up on her end.

Natasha walked into Peter's bedroom with a seductive look on her face. "Come with me, handsome."

"Way ahead of you sexy." Peter said as he followed her out into the hall.

(2 become 1 by Spice Girls plays)

Peter and Natasha went into May's bedroom as Peter took his shirt off to show those very nice abs he showed Natasha before, and then he took his pants off to reveal a pair of boxer shorts with no pattern on them. Widow took her top off next and then took her bra off to liberate her massive breasts. Then she took her pants off to show a pair of black panties she had underneath them. The two went onto the bed and started kissing, and rolling around as they felt each other.

"Ah...It feels so good to be in your warm arms again, sweetie pie." Natasha said to him lovingly.

"Me too, babe. I was losing my mind at the thought of losing you." Peter told her as they kept kissing and rolled around with Widow on top of Peter.

"So was I when I saw Eddie Brock in the Dark Venom Symbiote nearly kill you." she admitted openly.

"I'm still alive, aren't I?" he quipped as they kissed again. "I'm grateful that Jessica Drew saved my life which gave me the advantage I needed to neutralize Brock with the Sonic Vibration that weakened his Symbiote and caused him to retreat." he thought about what he was gonna do if he returned and he was also thinking about his mother's death. "Looks like I'm probably not gonna see the last of the man who killed my mom."

Natasha pulled his head to her breasts and stroked his head. "But your father is still alive out there, and is on the run."

"He'll be safe for now." Peter was glad to hear that his dad is still out there. "It's probably best not to find him yet because all of my enemies would use him to get to me."

"I agree." Natasha agreed to that matter. "And since Jessica Drew has spider powers like us, she'll need to be trained and have to come up with her own identity as a Spider."

"No Kidding. So far the only Spiders right now is me, you, MJ, Flash Thompson, Amadeus Cho, Miles Morales, Jessica Drew if she's trained and my big brother Kaine Parker. That makes 8 of us."

Natasha nodded. "Speaking of Kaine, although I wish he could've told us that you two were related from the start when we first met him." she stated. "He probably had a good reason to wait until the time was right."

Peter shrugged his shoulders and then looked back at what happened before. "Guess that explained why he was so protective of me during the time Doc Ock took control my body." he pieced it together. "Especially the time he probably took us home after Mesmero switched both of us into each others bodies." he then started fondling Natasha's breasts and shook them from side to side. "Although, I did feel extremely comfortable inside your body."

Natasha smiled, "Better you than Hawkeye." she joked. Then she and Peter lied back first on the bed and held hands. "I'd rather trust you to be in my body than any of the creeps we've been faced. Especially my now dead Ex-Husband Alexi, who threw away what we once had during our marriage."

"I'm sorry things ended badly between you two." Peter apologized to his Russian girlfriend. "And I'm also sorry that he broke your heart."

"Thank you, Peter." Natasha said back to her boyfriend. "I may have lost Alexi, but I still have you in the end."

"Me too, Nat." Peter and Natasha kissed again as their tongues danced in each others mouths. After they broke from the kiss Peter added, "Looks like we've both come to terms with our pasts. All that matters to us is our future together." the both of them looked out the window at the light of the moon outside. "I'll be a bumpy ride but it'll be worth it."

Natasha thought about that thing Peter said about their future together and she was okay. She even thought about that dream she had before they teamed up with the X-Men to stop Arcade."Yeah, it sure is."

"And speaking of which..." Peter then put his face between Natasha's triple C cup breasts and motorboated them with his mouth making her giggle in delight. The feel of Peter's mouth near her boobs made her tremble with ecstasy and lust. He then felt her boobs again and started sucking on them, making her moan. He then started licking her belly button which she liked.

After he stopped he said, "I love you, Natasha Romanoff."

"I love you too, Peter Parker." Natsha said back to him as they resumed their make out session throughout the night, wondering what the next surprise will be for them. And Kaine took the time to get Jessica reintroduced into the world, reunite with her parents after being captive by HYDRA for so long and Melinda May had admitted a newfound respect for Spider-Man. Plus, Mary Jane was now Black Widow's new student. And wherever Richard Parker is, his sons will find him.

(Song Fades)

To Be Continued...

---

There you have it folks, Peter is reunited with not only his girlfriend, but his brother too. Plus, he got some payback from Melinda May for discriminating him. Plus, J. Jonah Jameson got humiliated by his own son. Plus, Spidey and Widow have new outfits. They are in this order. Spidey's new main one is a variation of the outfit he'll have in his new Insomniac Game, while the others include: Spider-Man Unlimited (1999), Dusk, Hornet, Electro Proof, Ricochet, Flipside (from Spider-Man 2099), Black Suit (copied Symbiote) and Future Foundation. While Black Widow's new main outfit is similar to the one used by Dark Spider in the movie Ant-Man is making called "Human-Ant And The Revengers", her other ones include: her white costume, a variation of the Yelena Belova Black Widow outfit from the Thunderbolts, Fear Itself (with the swords), her outfit from the Age Of Ultron movie, Iron Widow, Copied Symbiote, Avengers Academy, (the game) and Ultimate (the Black Widow outfit worn by Jessica Drew [Peter Parker clone] in the Ultimate comics, but with goggles) Also, that part about Human Torch flirting with Maria Hill, I made that up. In the comics, Maria had an affair with Iron Man during Civil War I, which caused him to lose Pepper Potts/Rescue as his fiance. Also, ERoc901 Tha Clean-Up Man came up with a few costume choices himself, and I'm glad for that. And they are in this order: Ben Riley 90's, the outfit from Avengers: Infinity War, two versions of the Venom Symbiote, one is is based on an outfit Spidey had in Spider-Man/Deadpool and a variation of the outfit Spider-Man will have in his new game, only he had Widow wearing earrings. That's just to name a few. I hope you all have had a very Merry Christmas and a Happy New Year! Plus...CONGRATULATIONS TO DISNEY FOR BUYING OUT FOX! Welcome home X-Men and Fantastic Four. One other thing, I caught a cold a few weeks ago, but I am recovering.

Be sure to stay tuned for Chapter 14: Moonstruck! Peter and Natasha are out seeing Human-Ant And The Revengers, when after the feature, they see Shriek causing a fuss in the streets, leaving it to Spidey, Widow and Arachnid to fight her. Shriek nearly takes the three down until Moon Knight shows up and locks her up. Moon Knight explains to them that his mentor, the Egyptian moon God, Konshu has been captured by a monstrous version of Spidey called Doppelganger and Hobgoblin, who have formed an alliance with Justin Hammer/Titanium Man. So they race off to their hideout to try and save him. Can they save Moon Knight's mentor before he's finished? Find out next time!

Also, kudos to Ryuki555 for allowing me to use a phrase from his Spider-Man Unlimited fanfiction.

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