Chapter 14 is finally here, my loyal friends. This is the chapter where we start combining season 4 of Ultimate Spider-man into the plot. You all know what happened with Spidey during the episode "Hydra Attacks", but I'll show you how the fight inside the academy, and you'll also see how Predator suffers from that brain beam. I thank you for all your patience, and I hope you enjoy. Also what happens with Spidey in the show will mostly take place in the background of my story, unless there are situations where what's happening with him affect the whole Academy. "Hydra Attacks," "Lizards," and "The New Sinister Six" are the best examples. Hope you enjoy it.

Andrew was sleeping. Say what you will about the man's strength and abilities… he wasn't a very pretty sleeper. Andrew was sprawled across his bunk, mouth wide open in a log-ripping snore, and then Squirrel Girl hit him with a pillow. "Urph!" Andrew muttered, eloquent as always.

"Stop snoring!" Wailed Squirrel Girl. "Some of us are trying to sleep!"

"So am I!" Snapped Andrew. He turned over in bed, with his back to Squirrel Girl. She hit him with the pillow again. "No snoring this time!" She said.

Andrew raised a finger. "Point of fact: You snore, too," he replied

Squirrel Girl's hair stood on end. "I do not!" She protested.

Dagger spoke up. "Yes you do. It sounds like a squirrel, too."

"Well, I AM Squirrel Girl!"

A voice like cracking concrete echoed through the room. "STOP TALKING!" Everyone stopped talking. They didn't want to face Rhino in all his sleep-deprived wrath. To top off the whole mess, the red alert began wailing. As one, Andrew, Squirrel Girl, Dagger and Rhino moaned in disgust.


"So, what's going on?" asked Cloak. They stood in a conference hall of the SHIELD Academy. A long hologram/touch pad table dominated the room, and a pair of bay windows overlooked Manhattan. The Helicarrier could be seen on the horizon.

Agent Coulson frowned. "We don't know. There have been a couple of garbled transmissions, and then nothing," he replied.

Andrew, now fully suited as Predator, pressed a touch pad key on the tabletop to open a communication link. "Spider-Man? You there?"

There was only a fuzzy squealing noise. Agent Coulson leaned over the table and began keying in commands. "It looks like our communications channels are being jammed," he groaned.

"Uh… guys?" asked Squirrel Girl as she looked out the bay windows. "You should probably come see this."

Everyone looked up and gaped in surprise. Where the Helicarrier once hovered over the horizon was a completely different machine. It hovered silently, a massive, circular machine covered in jet black armor and... "Is that the HYDRA symbol?" asked Iron Fist.

Agent Coulson looked sick. "…Yes, and it appears to be on what was once the Helicarrier," he replied.

Suddenly, a series of explosions appeared along the side of the HYDRA machine. Predator started backing away. He knew what that meant. "Everybody get down!" He shouted as the bombshells hit the building, shaking it to the foundation. Everyone began shouting and running around the room as the room shook. The bay windows shattered, the chairs fell over and the table bounced around the room.

"Everyone! Pull yourselves together!" Yelled Agent Coulson. "Whatever that thing is, it's HYDRA, and it just fired on us. Everyone get out of the building, and get ready to fight." As one, the group of heroes nodded and began to make their way out of the building. Some of them decided to risk moving through the inside of the building, while others simply leaped out of the window, trusting in their skill or super powers to land them safely. "Rhino!" called Coulson. "I'll need a ride down."

Rhino grunted in affirmation and slung Coulson over his shoulder. He then rushed out the opened windows, smashing an even larger opening in the wall as he fell down several stories. No one complained, the thought of being under fire first and foremost on peoples' minds. "Hey, Predator!" Called Squirrel Girl. "Let's go!" Predator nodded, and the two of them followed Rhino and leaped out the window. "Whee!" Squirrel Girl said as she went down. She leaped off the side of the building, skipping from side to side to keep her momentum down until she hit the ground. Predator simply allowed his armor to absorb the brunt of the impact, although it did end up burying him up to his ankles in a petunia bed.

"I spent weeks working on those!" Dagger protested, landing beside him.

"If we're not victorious, there won't be a building for these petunia to hide next to!" Cloak reminded her. Everyone looked up as a pair of Quinjets hovered over them. The Quinjets were colored black and red, with HYDRA symbols on the wings. "Well, great," said Cloak.

The HYDRA Quinjets turned around as they set down, their loading ramps opening to reveal squads of HYDRA soldiers. The HYDRA soldiers immediately started firing down on them. Cloak vanished, using his abilities to appear inside one of the landing Quinjets and behind goons to knock them out of their hovercraft. Dagger did a back-flip to avoid fire while throwing several daggers of light at the goons. One blade flew toward Cloak, but he wrapped around the blade, vanished, and then reappeared behind a goon that was coming in at a high speed. The blade that had been about to hit him flew through the air and clipped the goon's hovercraft, causing him to spiral out of control. The craft hit the ground, exploding. As luck would have it, one of the pieces of wing hit the special plasma cannon in Predator's suit, disabling it. "Oh, crud," Andrew growled, holding back what he really wanted to say, but didn't dare say in front of Squirrel Girl.

Squirrel Girl ran over, pelting the hovercraft with acorns and rocks, to surprising effect. "I believe the phrase is- Oh, crap," she said as a horde of HYDRA goons began flying toward them.

Cloak was mowed down by a wall of lasers, and crashed. He wasn't badly injured, but Predator knew that they had to move, or else things would get really bad. "Run!" Predator shouted, turning and running toward the Academy's door. Cloak beat him to it and opened the door. The ghostlike hero flew into the Academy, followed by Dagger and Squirrel Girl. "Hey, snakes!" Predator shouted, fulfilling the duty of fighter banter. "Follow the shooter!" He added, firing on the hovercraft with his machine guns before ducking into the Academy.

"Snakes?" Cloak asked as the wrecked hovercraft smashed into the entrance door.

"In Greek mythology, the Hydra was a big, many-headed snake," Predator explained. He tried to push the door open, but it was stuck fast. Growling, Predator tried to hit the door open with his shoulder, but nothing happened. "Looks like we're not getting up that way," he said. Suddenly several HYDRA goons entered the room on foot and began opening fire with their weapons. "Get a load of this!" Predator shouted as he retrieved a circular device from a hidden compartment on his armor, which he proceeded to throw at a few of the attacking goons. The disk whirled through the air before exploding into an energy net, which ensnared a few of their foes.

"I don't think that's going to hold them for long!" Dagger shouted as she narrowly dodged a laser shot.

"Wait for it..." Predator said before he finally got the result he had hoped for. Suddenly the net crackled to life as electricity flowed through the net, shocking the trapped agents unconscious.

"Adamantium woven electricity nets, always have at least one in the armor." Predator said proudly as he side stepped a laser blast, and returned fire with his machine gun gauntlet.

"Do you have any more of those, by chance?" Cloak asked as he constantly teleported into enemy lines and took out a goon at a time.

"Unfortunately that's the only one I have on me." Predator apologized as he continued to provide heavy gunfire. The battle waged for about ten more minutes before something appeared in Predators HUD that he never hoped to see in the middle of a fight.

"Low ammunition, and ordnance," his HUD informed him as it showed the number of bullets and special grenades he had left.

"Guys, I'm running low on ammunition," Predator informed his teammates as he finished off another magazine of ammo.

"How much do you have left?" SG yelled as she kicked a HYDRA agent in the gut, resulting in him flying backwards.

Predator checked his numbers, "I got 60 rounds left, and only three special grenades," Predator replied as he delivered a knockout punch to an enemy combatant who got within his reach.

"Then make them count," Dagger said as she flung dagger after dagger of light at the seemingly endless wave of HYDRA agents. Predator was unable to reply due to an enemy soldier suddenly jumping on his back and trying to take him down. His efforts were cut short due to a light dagger striking him in his back, causing him to fall to the ground in a tumbled heap.

"I owe you one, Dagger." Predator replied as he continued to fight. The hordes of HYDRA goons just kept coming, and even Andrew's special grenades couldn't throw them back. The last thing Andrew saw was a sharp punch to the face from a HYDRA goon.


"Andy, wake up," a voice whispered to Predator as he finally regained consciousness. Predator held his head as he lay there on a hard metal floor. Mustering up what strength he had left, he attempted to rise to his feet, but his knees buckled under him, causing him to lose his balance.

"Whoa, there. I got you," the same voice responded as he was caught mid-fall and hauled to a standing position.

Predator was finally able to see who his rescuer was. "Thanks, SG," Predator said in a pained whisper as he eyed his close friend.

"Don't thank me yet," she said as Andrew tried to take in his soundings. As he looked around, he noticed several details that brought him back to full awareness. One: he was in Times Square, two: He and SG were currently inside a small energy cell, and three: it seemed that every other hero from the academy were in similar cells. "What's going on!" Predator yelled as he banged his fist on the force field that kept him and SG confined. The Hydra agents that where guarding their cell paid him no mind. "I'm talking to you, freak show!" Andrew yelled as he delivered a powerful punch into the shield that was closest to the guard. While the shield easily held, it did result in the guard jumping slightly before turning to face their cell. The guard immediately pulled out a staff that cackled with red electricity and slammed it into the force field, causing its painful shock to zap Predator since his hand was still on the shield.

"Owww," Predator yelled as he jerked back his injured hand. "That stuff hurts. Usually my armor can withstand electricity," Predator said as he shook his injured right hand. SG only nodded silently before a loud crackling noise caught every hero's attention. The jumbo screen that resided above their cells suddenly turned on to reveal an ugly face, one that Predator didn't recognize.

"Citizens of New York City," the man began with a German accent.

"Who's the face that only a mother could love?" Predator asked SG as she also eyed their captor.

"Arnim Zola!" SG replied with unusual malice present in her normally chipper voice.

"Who?" Was Predators response as he continued to eye Zola, as he continued to give some long winded speech.

"Long story short, he captured all of us a few months back, and created clones of us, while we were left trapped inside his mind, I think," she said as she clenched a fist. "Spidey was able to defeat him and pull us out. Needless to say, we don't like him," She finished as she balled up her other hand into another fist.

"I'll take your word for it," Predator replied as he continued to eye his captor.

"Now you will see these heroes bow and hail HYDRA!" Zola finished as he turned his full attention onto his captors.

"How will he do that?" Predator said in a mocking whisper, before his answer came a few seconds later. A beam of glowing red light struck the cage and suddenly Andrew was forced unto both knees, clutching his head in agony as horrible thoughts filled his head. He was barely able to look to his right and see that SG was also on her knees with her arms folded over her head, and judging from other moans, it was safe to assume that the other heroes were having similar problems.

"Hey, what are you doing to them!?" a familiar voice shouted, that shout was met with the same voice shouting as his cell was shocked.

"Warning, unconsciousness unavoidable," the voice of Predator's computer informed him as his HUD showed his vitals. Andrew could feel blackness seeping into his vision as he continued to try and stay awake.

"Stay with me, Andy," a painful whisper said to Predator as the cell's force field dissipated around them.

"What's going on?!" Zola shouted.

"Eh, nothing much. Just freeing your prisoners," Spider-Man replied. Only a few moments afterward, all the heroes were freed, and they proceeded to beat up the HYDRA goons who imprisoned them.

"Spider-Man!" Squirrel Girl called.

Spider-Man swung over, and noticed that Andrew was out. "I'll get him to the Academy hospital," he said.

"No," Rhino said in disagreement. "You go fight Computer Face. I'll bet Predator to the hospital." Spider-Man nodded, putting Andrew on a stretcher for Rhino to carry back to the Academy.


-Meanwhile-

Only a short distance away, having been undetected by the HYDRA goons, two people, a man and a woman, stood atop a building, observing the events. "The bloke's out like a light," the man said. "We should strike now while we have the chance, Omeran!"

"You know that this is not a good time, Chill," Omeran replied, not taking her eyes off the scene some distance away. "I may not have your binoculars, but I know that there are too many witnesses. We would be spotted immediately."

"Still," Chill protested. "You know well what he did to Aegis!"

Omeran didn't move. "Our opportunity will come, Chill," she replied, "but not now."


-Meanwhile-

Spider-Man, Agent Venom, and Iron Spider piloted the Spiderjet toward the monstrous HYDRA base. Suddenly, a missile was fired from the base, homing in on them. Spider-Man flew to the right, and the missile flew to the right, turning to the left when the Spiderjet flew to the left. "What's up with this thing?" Spider-Man asked. "I didn't know we were playing Follow The Leader."

"It's locked onto our engines," Iron Spider replied.

"Then let's destroy it!" Agent Venom said. Everyone looked at him, and he said, "the missile, not the engines."

"I know just the perfect time," Iron Spider replied. "Spider-Man, fly straight toward the HYDRA base." Spider-Man flew toward the HYDRA base, trusting that Amadeus had a plan, and he did. Right when the missile was almost on them, a shot directed by Iron Spider destroyed the missile.

"Excellent plan," Agent Venom said as the Spiderjet grabbed onto the underside of the HYDRA base. "Now they think we've been disintegrated."

"Perfect," Spider-Man said as he exited the Spiderjet, clinging to the HYDRA base. "Let's get our disintegrated selves aboard the ugliest boat in the world."

The three spider heroes made their way into the ship by way of an air duct. As Spider-Man and Agent Venom crawled through the duct, they heard a small beep behind them. "I hacked the motion sensors," Iron Spider said smugly. "We can take the air ducts straight to the control room, but what do we do when we get there?"

Agent Venom shrugged. "I don't know. Gangnam Style?" He asked.

Iron Spider rolled his eyes, but Spider-Man chuckled. "Distract them somehow," he said. "I've got an idea."

"Then let's get to it," Agent Venom replied, dropping down into the control room.

"WHAT?!" A scratchy voice shouted as Iron Spider and Spider-Man descended to the floor. "You are supposed to be dead!"

"Oh, really?" Agent Venom asked. "Let's see… No, that won't work… I've got football that day… Nope. Sorry, Zola. I don't have time to be dead."

"You fools! You have come to your doom. I AM HYDRA Island!" Zola shouted gleefully as a row of guns appeared on the far wall.

Agent Venom and Iron Spider dodged the shots, Agent Venom managing to mix Gangnam Style dance moves into the dodging, infuriating Zola, despite the fact that the crazed villain had no idea what Gangnam Style was. Taking advantage of the distractions, Spiderman began typing instructions into the GPS system and engines. "I think the rings of Saturn will be good," he said out loud.

There was a rumbling as the HYDRA Island began turning around, the engines charging up. "What are you doing, Spider-Man?" Zola demanded.

"You've just won a free trip to see the stars," Spider-Man quipped. "See ya, 8-bit Face," he added as he, Iron Spider, and Agent Venom made their exit. The three heroes managed to find the Spiderjet on the underside of HYDRA Island, and they hastily made their exit as the ship flew through the air, on its way to outer space. A few minutes later, Spider-Man landed the Spiderjet at the Academy. He ran into the Academy, seeing almost everyone on their feet. "What's up?" He asked Andrew, who was sitting down.

"That HYDRA beam thing gave me a headache," Andrew replied as he drank some water. "I hate that thing. So, is that HYDRA ship gone?"

"Yep," Spider-Man replied. "It should be on its way to Saturn right about now."

Andrew nodded. "At least that thing's gone," he said.


-Meanwhile-

"I can't believe it," Chill said, who was less than happy. "We had him, but he got away."

"It was too risky," Omeran replied. "If we so much as sneezed there, HYDRA would have been on us almost immediately. As I said earlier, Chill, our chance will come, when we won't have S.H.I.E.L.D. or HYDRA to worry about…"

To be continued…

Edited by Darkest Nightmare's Dread