It's in the middle of the night at SHIELD Academy. Many young heroes who inhabit the school had gone to bed hours ago. Only a handful of SHIELD agents were still working into the night. One in particular was looking for a hero that was also working late into the night. Spider-man had fallen asleep in Nick Fury's office going through files. He was behind on paperwork.

"Um… Spider-man?" The SHIELD agent hesitantly walked up to the wall-crawler. He shook the teenager's shoulder. "Spider-man!"

"I'm not sleeping!" He shouted suddenly shooting up waking up. The agent raised an eyebrow at the teenager. "Um… I mean…"

"I have some information that might interest you Spider-man. Nick Fury assigned many agents to look out for potential super heroes or threats." He handed a tablet to Spider-man.

"There has been some interesting vigilante activity in Houston Texas that you might be like to see." He activated it and holograms of files and photos appeared. The photos were of a blurred dark figure. Low quality security footage of black and pink blur, not even staying still for a moment.

"There have been reports of a mysterious vigilante taking out drug rings, people smuggling and crime syndicates. Problem being we only had rumours and shaken eye witnesses and blurry security footage." He explained as if he was building up to something.

"Till…"

"Till now." The agent pressed a button and something showed up the screen. Spider-man stared at it shocked.

"When did this activity start?" He asked not taking his eyes off the screen.

"Three weeks after the incident with Doctor Octopus taking over Hydra." The agent explained.

"When was this footage taken?" He asked.

"About two hours ago." He answered. "… I thought you would want to look at this immediately."

"I did! Thank you Agent…." He trailed off.

"McGuffin. Agent John McGuffin." He said grinning. Spider-man stared at him.

"Really? That's you're name?" The hero questioned. The Agent seemed confused at why Spider-man was staring at him.

"You know what, forget it. I need you get some Agents and get us to Houston now." He ordered.

"Yes sir!" Agent McGuffin said straightening up. "Would you like me to inform some of the other heroes?"

"No. I want to be sure if my gut instinct is true." Spider-man said turning the holograph off. "Besides, who doesn't like a good surprise?" He chirped.

Spider-man and a small team of SHIELD agents get in to a helicopter and head to Texas. A few hours later they make it to a secret SHIELD base in an abandon factory. On the way there Spider-man called Aunt May, telling her he will be out of New York for a while.

As Spider-man walked with the SHIELD agents he noticed a heavily guarded vault.

"What's that?" He asked.

"Dangerous weapons vault. Only Director Fury has authorised access." Agent McGuffin responded.

"Why is it being stored here and not in New York?" Spider-man asked.

"Houston isn't known for its super activity. Its very peaceful unlike New York where a world threating super attack is called Thursday." The agent remarked.

Spider-man laughed nervously remembering a particular event on Thursday. "I get it."

"Do you have a strategy to confront the vigilante, Spider-man sir?" The agent asked.

"Easy, we go fishing in his hunting ground." He chirped. "Use the criminals as bait to reel him in."

"Fishing puns?" The agent raised an eyebrow.

"I'm trying different material, sue me."

The hero and SHIELD agents left the Abandon Factory base and into the dark streets. Spider-man rode on his Spider-cycle. Other agents rode SHIELD issued vehicles not drifting far from the wall crawler. They spend a few hours searching the City for the black and pink mystery man. That was until a black speeding figure was seen jumping rooftops.

"There he is!" Spider-man exclaimed. The Spider-cycle took off up the building and followed the figure. "I have our friend in sight, I'm going for it."

The hero had reported to the agents. They all answered with e 'Rodger that.' The agents moved around the building attempting to box in the vigilante.

"Hey! Stop! I just want to talk to you!" Spider-man yelled. The figure seemed to either not hear him or ignore him. "Hey! Buddy where's the fire-"

Spider-man's spider sense rang like an air siren. He looked up as a shadow fell on him.

"Oh… there."

A/N: G'day everyone. This is just a little plot bunny idea I had. This a Ultimate Spider-man and Avengers Assemble crossover. I wanted to mess around with the idea that with Fury out of action Spider-man has the same authorisation for the meantime. The timeline is after the Symbiote take over but this will be going in time with Ultron Revolution season. Its not accurate but I promise you'll enjoy it.