Ultimate Spider-Man: Hero's u...

By Titanuimninja96

3.9K 115 47

(Takes place in the Tv series) Whats better then a kid with the powers of a Spider? A kid with a watch that c... More

The kid with the watch PT1
The kid with the watch PT2
Field trip
A slimly Halloween
Its about time
Broken trust

Forgotten memories

268 9 0
By Titanuimninja96

"Remember this is an important mission, so try not to screw up." Iron man said as the avengers and the young heroes sat in the quinn jet, as they were flying a missile had hit the side of the jet, sending them flying

"Cap! Active the ejection seats! Get the young ones out of here!." Iron man yelled as Cap pressed a button, unfortunately only Bens went flying out of the jet

"Ben!." They yelled as they crashed

——————-

"Wipe their memories now." 

A device was activated as the heroes laid unconscious, forgetting everything

Ben groaned as he laid down in the desert, as he woke up, he looked around the nightly place, as he got up he held his head

"Ugh what happened? Why am i in a desert?." Ben rubbed his head, he raised his left arm before noticing the Ultimatrix 

"What the heck is this? Some kind of watch?." Ben asked himself as he looked at the device he then grabbed his phone to no service

"Why am i surprised? Well standing here isnt going to do anything." Ben said as he looked at the sand infront of him

Ben started to walk away from the spot he woke up in, as he kept walking he noticed smoke

"Smoke? That means people are nearby!." Ben yelled as he started running towards it

As Ben made it to the smoke, he saw a jet that was split in half

"Woah, neat ride, but what happened to you?." Ben asked as he walked inside, as he continued walking he noticed someone inside asleep 

"Hello? Can you hear me? Are you okay?." Ben asked as he walked up to the person, as he was next to the person, he noticed it was a girl

"Hello?." Ben asked as the girl woke up

"Huh? What? Whats going on?." Ava asked

"Miss are you okay?." Ben asked

"I think so?." Ava responded as she rubbed her head

"Who are you?." Ben asked

"My names Ava." Ava introduced 

"Ben." Ben introduced 

"Where are we?." Ava asked

"The desert." Ben responded 

"How did we get here?." Ava asked as Ben shrugged

"Beats me, i woke up in the sand." Ben responded 

"Is there anyone else?." Ava asked as she looked around

"Not that im aware of, i thought i was the only on." Ben said

As Ava went to get up, she felt something on her neck, she looked as saw it was a necklace with a tiger on it

"What this?." Ava asked as she looked at it

"I dont know, it looks nice on you though." Ben complimented as Ava slightly blushed

"Thanks." Ava said

The duo got out of the ship, as they did, they heard a roar, the duo looked over and saw something jumping over to them, it was about to land on the half jet, Ben grabbed Avas hand as they ran away from the ship, the ship then exploded due to the impact

The duo looked behind them and found something walking out, something green and big

"What is that!?." Ben yelled as Ava looked confused herself 

The Hulk roared at the duos

"Hulk smash!." Hulk yelled as he raised his fists ready to squash them

The duo braced when the Ultimatrix beeped

"Protect Ben Tennyson." 

"What?." Ben asked as he was engulfed in a Green light, as he transformed into Four arms

"Ben!?." Ava yelled confused as Four arms held Hulks arms back

"Ava, get out of here!." Four arms yelled as Hulk picked up Four arms

Ava stayed in shock asFour arms grabbed Hulks arms just as he went to throw him, Four arms started punching Hulks head, Hulk roared as he grabbed Four arms head and tossed him away

"Ben!." Ava yelled as she looked at Hulk who roared again, Hulk walked up cracking his knuckles, before he did anything, he stopped and covered his head, looking like he was in a trance, he jumped away

Ava looked confused, she the looked where Ben was thrown and ran towards him, as she did the necklace glowed green as she began running faster as she made it to Ben, she found him in his human form

"Ben?!." Ava screamed at him as he laid on the ground

Ben opened his eyes to see Ava looking down at him

"Hey." Ben groaned as Ava sighed in relief 

"What was that thing?." Ava asked as Ben got up

"A giant green mean killing machine, i think he said his name was either Hulk or Bulk?."Ben questioned 

The duo looked around

"What now?." Ava asked

Ben looked at her

"We go find him." Ben said

"Are you crazy? You couldnt even defeat him last time!." Ava yelled

Ben looked at the Ultimatrix 

"Maybe not in this form, but maybe one of these guys can." Ben said as the duo walked off

—————-

At a nearby camp, Hulk jumped over and landed on the ground, as Hulk walked inside he saw the remaining heroes in new black suits working around the area, Hulk walked inside of a room where Black widow and Hawkeye were standing

"Hulk, i see you have returned unharmed." 

A figure spoke from the shadows, his purple eyes admitting from the darkness

"What have you got for us?." 

"Green Boy with watch and girl with green tiger necklace." Hulk spoke

"Ah, Ben Tennyson, and White tiger, this is very good." 

"Do you want us to secure them?." Black widow asked

"No, let them find us." 

The two former S.H.I.E.L.D agents looked at each other before nodding 

"Your words are our wish master." Hawkeye said

———————-

"So how did you even get to me so quickly?." Ben asked Ava

"I dont know, i think it has something to do with my necklace?." Ava questioned as she looked at it

Ben looked at it as the watch glowed green

"Whats your watch doing?." Ava asked as Ben brought it out 

"I dont know?." Ben questioned as the watch scanned the necklace

"New data acquired." 

"Uh that was weird?." Ben looked at the watch

They soon heard jeeps

"Follow me." Ben whispered as they moved behind some rocks, Two jeeps slowly passed by

"Targets arent here, moving location." 

The two jeeps went to move again, Ben and Ava took this time to sneakily hop on

"Well this cramped." Ben said as He and Ava were in a small space

"Tell me about it." Ava huffed 

——————-

"Sir targets weren't there, shall we move to the next position?."

"Negatory, head back to base." 

"Sir are you sure?."

"Listen to me, you work for me, and that means you dont question my orders." 

"Right sir, heading back now." 

"Sir, you must be kidding, the targets are out there still, and your giving up?." Captain America asked

"Now now Captain, you know better then to question my orders." 

"Yes sir, you know whats best." Captain spoke as the figure laughed 

—————-

Ben and Ava in the back of the jeep fell asleep, Avas head on Bens shoulder while Bens head on Avas head, the jeep suddenly jolted to a stop, waking the duo, both pushing each other off, madly blushing

"Sorry." Ben and Ava said in union as the jeeps stopped 

"We need to get out of here." Ben said as Ava kicked the back sending the door flying

"Or that works too." Ben said as Ava smirked

"That necklace is something else." Ben said as Ava smirked

"Just like your watch." Ava said as Ben smiled 

The duo sneakily walked around the base

"Ava stay here." Ben whispered as they saw HYDRA men patrolling the inside

"And what are you going to do?." Ava asked raising a brow 

Ben looked at the Ultimatrix, he pressed the button and scrolled to Ghostfreak

"Im going ghost thats what." Ben said as he pressed the dial down, as he was engulfed by the green light, he looked at Ava

"When i give you the all clear signal, you come in." Ghostfreak spoke as he went intangible and flew towards the first HYDRA agent

Ava noticed the duo, she grabbed a rock and tossed it across the area, gaining their attention

"Hey im going to see what that was, stay here." 

The agent walked off leaving the one 

"You're going to have some bad dreams." Ghostfreak whispered at the Man who looked around

"Who said that!?." He yelled

"Oh no one did." Ghostfreak replied 

"Where you at punk?." He asked as Ghostfreak laughed

"Right behind you." Ghostfreak said as the man saw Ghostfreak

"Boo." Ghostfreak 

The man screamed as Ghostfreak laughed

"Whats the matter? Its like you've just seen a Ghost Freak!." Ghostfreak laughed as he took over the agents body

Ghostfreak as the agent walked over to Ava

"Alright, lets go." Ghostfreak said as Ava nodded 

The duo walked over to the entrance where a agent was waiting

"Agent 243 what are you doing? You shouldnt abandon your post and wheres your partner?."  

"Oh sorry, he went to investigate something and i got lost on my way to the bathroom." Ghostfreak said

"Hm, well that story clears up everyth.... Wait a minute. We dont have bathrooms out here-

Ava knocked him out

"Bathroom seriously?." Ava asked as Ghostfreak shrugged Ava noticed something on the ground

"Hey look, this guy had cuffs on him." Ava said as Ghostfreak got an idea

"I have an idea, but your not going to like it." Ghostfreak said as Ava looked at him

The duo walked inside, Ava in the cuffs

"Your right, i hate it." Ava whispered as Ghostfreak ignored

"Holt." Spider-Man said as he lowered himself

"Is something the matter?." Ghostfreak asked as the arachnid looked at Ava, noticing the necklace

"Boss, we got the girl." Spider-Man sent a communication to him, he received something back as he nodded

"I understand, send them over." Spider-Man said

Iron fist and Power man walked up and grabbed Ava

"We'll take her from here." Power man said as they pushed her away

"We still need to find the Tennyson boy." Iron fist said to Spider-Man 

"I know, im surprised they split since Hulk revealed they were together." Spider-Man said

Ghostfreak snuck off, as he did, he bumped into someone, as he looked up he noticed he bumped into Iron man

"Agent what are you doing back here? This area is prohibited." Iron man said

"My bad." Ghostfreak said as he went to leave

Iron man stopped him

"Hold on, dont you want to see what were making?." He asked

"Uh no thanks, i have things to do." Ghostfreak broke free from Iron mans grasp

He walked away as Iron man communicated with the Boss

"Sir, you might want to hear this....

————

Ghostfreak found Ava in a cell

Ava glared at him, thinking he was an agent, Ghostfreak the exited the agents body, making Ava smile

"Its you." Ava said in relief 

"Sorry i had to leave you, but i had to see if could get any info." Ghostfreak said 

"Did you?." Ava asked

"Sadly no." Ghostfreak said as he broke the lock, Ava walked out

"What now?." Ava asked

"We find our way to this boss and take him down." Ghostfreak said as he got blasted back

"I knew something was up when i saw you, guess i was right." Iron man said as he lowered himself

Ava looked at him in fear

"Get back in your cell now." Iron man ordered as Ava glared

"Make me!." Ava yelled as she ran up to Iron man and sent a swift kick to him, Iron man was sent flying back, Ava looked at Ben who became human again

"Guess the jigs up." Ben said as Ava ran to him

"Lets get out of here." Ava said as they walked out, only to be surrounded by HYDRA agents and the former heroes

"Any bright ideas?." Ava asked Ben who looked at the Ultimatrix, he then smirked

"Yeah i do, its hero time!." Ben yelled as the core popped up, slamming down on it becoming Lodestar 

Ava looked at her necklace and began channeling its power, she was soon covered in her whiter tiger suit

"Lets do this!." White tiger yelled as she jumped up, the agents raised their guns on her, as they did, Lodestar used his magnetic powers to rip the guns out of their hands

"No shooting the good guys!." Lodestar yelled as white tiger landed and sent swift blows to the agents

Lodestar then pressed his core and transformed into swampfire and began throwing fireballs at the former Heroes

Spider-Man used his webs to tangle up Swapfire, who burnt them

"Got anything else?." Swampfire asked as he threw seeds at Spider-Man covering him in vines

Spider-Man broke free and went to attack, Swampfire went to punch Spider-Mans head, but he dodged and kicked Swampfires head sending him to the ground

Swampfire pushed himself up and threw gas seeds on the ground, knocking Spider-Man out, Captain America threw his shield at swampfires are, cutting it off

"Ben!." White tiger yelled as Hawkeye kept shooting her with arrows

"My arm!." Swampfire yelled as his arm reattached itself to him, Swampfire smirked

"You guy are so getting it." Swampfire smirked as Iron first went to punch Swampfire

Swampfire sent a fire ball at his head knocking him off course, Cap went to throw his shield again, but this time, Swampfire wrapped him up in vines, Cap went to break out but Swampfire threw more seeds at him knocking cap out

Iron fist got up and went to punch Swampfire who quickly swapped his aliens to Echo echo, he then made clones and sent sonic blasts at Iron fist, making him cover his ears, Echo echo took his and knocked Iron fist down

Black widow rushed White tiger who flipped over her, Black widow shot tasers at her, White tiger dodged as they hit Hawkeye instead, Black widow quickly started shooting her but White tiger dodged and sent a swift kick at her, black widow blocked and went to punch, White tiger grabbed her fist, taking this chance, she quickly threw Black widow into some boxes, Iron man shot his repulsion blasters at her, she quickly dodged, she then jumped on some boxes and activated her claws, she then pounced on Iron man and started clawing his amour, Iron man kept trying to get her off but she refused, just the they heard a roar, they looked over and saw Hulk jumping over to Iron man, but was stopped by Humungosaur 

"Thats far enough buddy." Humungosaur cracked his knuckles looking at the green behemoth

Hulk growled as he pounced onto Humungosaur, Humungosaur punched Hulks head sending him flying into the bosses room, Hulk quickly got up and went to attack Humungosaur again, Humungosaur grabbed Hulks arms and swung him around before landing Hulk into the air, Humungosaur heard the watch beep, like he already knew what he was doing, Humungosaur quickly turned the dial and slammed it down, engulfing Humungosaur in another green light, making him Ultimate Humungosaur, Ultimate Humungosaur fired missiles at Hulk, Hulk covers himself as they explode, as Hulk lands he looks at Ultimate Humungosaur in anger, charging him once more, Ultimate Humungosaur swung his tail into Hulks head, knocking him outside, unconscious 

White tiger then threw Iron man to the ground as Ben became human once more  

"What was that?." White tiger asked

"My guess, an ultimate form." Ben said as they saw a device, a giant purple pillar

"I think we should destroy that." Ben said

"What about the boss?." White tiger asked

"I dont see him in here?." Ben said as he looked at White tiger

White tiger looked at Ben

"Then lets destroy this thing." She said as Ben activated the watch, selecting Rath

"Alright, its time to show you the true powers of RATH!." Rath yelled as white tiger smirked

"Tiger alien, cool." White tiger said as they looked at the device, before using their claws to destroy it, returning everyones memories

————————-

Iron man loaded the HYDRA agents into the new quinn jet

"That was some adventure." Spider-Man rubbed his head

"I honestly can't remember what happened." Power man said rubbing his head

"And whys Ben a giant alien tiger?." Nova asked

Rath growled

"LET ME TELL YOU SOMETHING NOVA! YOUR JUST JEALOUS THAT YOU CANT BECOME A TIGER ALIEN WHO IS STRONGER AND CLEARLY BETTER LOOKING THE  YOU!." Rath yelled as Nova walked backwards

"I think this is my favourite alien." White tiger said as Rath smiled at her

"Good job on freeing us from that mind control Ben and Ava." Captain America said

"All in a days work cap." White tiger said

"I still wish we knew who took us over and wiped our memories." Hawkeye wondered as they entered their ship

As they did they saw an incoming transmission, Iron man answered it

"Hello Heroes, seems like i failed this plan, but not to worry, i'll be back in due time, and we will have lots to work on." 

"Whos the purple geekazoid?." Hawkeye asked

"You may call me Dr Psychobos." 

"Well Dr, whatever you had planned didnt work." Cap spoke

And thats where your sorely mistaken Captain, for i have what i need, farewell, until we meet again, and Benjamin, you wont be the only one with a device forever." 

The transmission ended 

"Looks like another creep." Hawkeye said

"Too bad he made enemies with earths mightiest heroes." Spider-Man said 

The jet took off

"So does anyone remember what happened while we were under mind control?." Iron man asked as they shook their heads, excluding Ben and Ava who looked at each other and slightly blushed

—————-

Elsewhere

Dr Psychobos walked in a dimly lit room, where a muscular figure sat

"I have the tools with me." Psychobos said 

"Good, phase one is nearing completion" 

"And what do else do you have planned?." Psychobos asked

"For now, we wait, as for the return of the green goblin nears." Green goblin said as he revealed himself from his chair

————————

To be continued

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