LooneyAces here with the third story on the crossover series of Danny Phantom and the Marvel Cinematic Universe and the first in the crossover section. The first two stories are on the Danny Phantom section, which you can go to my page to find them. Also, Danny's outfit is the same from his Phase 2 solo DANNY PHANTOM: THE ASGARDIAN DRAUGR. In other words, the cover photo. I do not own Danny Phantom and related characters. They belong to Butch Hartman and Nickelodeon. I do not own the Marvel Cinematic Universe and its characters. They belong to Marvel. This is just for fun. Anyway, on with the story.

Chapter 1: Battle for Loki's Scepter.

At the Eastern European country of Sokovia, a deep rumble was shook at an underground bunker of a fortress. This fortress was old and was built at the top and side of a small mountain. However, the fortress was heavily modified with modern technology, now fill with computers and other equipment. However, the main piece was a familiar looking scepter with a glowing blue stone at the tip. This familiar scepter once belong to the rogued Asgardian Loki, but it is now in the possession of HYDRA. HYDRA is an old Nazi para-military terrorist organization that Captain America fought against during World War Two and was thought to have been defeated after the war. However, the group managed to survive inside the well known spy organization S.H.I.E.L.D., and cause the organization to collapse the previous year. Now, HYDRA has possession of Loki's scepter.

Meanwhile, more explosions shook the fortress, now HYDRA's Research Base. In one area of the base, a young man with shaggy bleached hair glance at a young woman with long brown hair. The woman took the man's hand while HYDRA's leader Baron von Strucker reports on the intercom.

"Report to your stations immediately. This is not a drill. We are under attack! We are under attack!" Strucker said through the PA as multiple HYDRA soldiers are shouting indistinctly and grabbing their weapons, preparing to battle the superhero group known as the Avengers, who has arrived at HYDRA's front door.

Outside the base in the snowy forest, explosions and laser fire from Chituari weapons and equipment that HYDRA took control after S.H.I.E.L.D.'s fall fail to destroy a jeep that was plowing through the battle. Driving the jeep is the well-known assassin name Natasha Romanoff, better known as Black Widow. Natasha was focused on the objective and show no worry as she drives the jeep through the forest. Standing at the back of the jeep is the well-known archer Clint Barton, aka Hawkeye. He was wielding and aiming his bow and arrow at HYDRA soldiers, with impressive and deadly accuracy. Other jeeps were gaining behind them and HYDRA soldiers using lasers and flying craft from the Chituari. One soldier got too close to Natasha and she open her door and kicked the soldier back, without slowing the jeep down. The same process was repeated to Clint at the back of the jeep.

Meanwhile, flying alongside Natasha and Clint was billionaire Tony Stark, better known as Iron Man, and 21 year old Danny Fenton, who is well known to the world as the half Human-half ghost hybird Danny Phantom, the Ghost Boy of Amity Park and Savior of the Ghost Zone and Earth. The two flying Avengers were blasting more HYDRA soldiers, Tony with his repulsors and Danny with his ghost rays while grabbing and tossing some, before the two rocketed toward the sky. Suddenly, a large armor vehicle came up besides Natasha's and Clint's jeep, and one HYDRA soldier swung a large laser cannon, pointing towards the two Avengers. Before the soldier can fire, the Prince of Asgard and Norse god of thunder Thor landed on the vehicle and threw the HYDRA gunner out before jumping off and swinging his hammer Mjølnir and bellowing before landing at a nearby watch tower. He swung Mjølnir at a HYDRA soldier before kicking another off the tower, before sending a punch to another and taking out flying HYDRA soldiers before grabbing another and jumping off the tower with him. Thor then grab a piece of the tower and swung at several ground troops like a staff. Suddenly, an armored motorcycle plow through the fray. The driver of the motorcycle is Danny's childhood idol Captain Steve Rogers, who is well known as Captain America. Steve grabbed a HYDRA soldier's ankle and drag him at the ground while driving the bike before tossing him into another group of HYDRA soldiers, who were firing at him. Steve then grabbed his iconic vibranium Captain America shield, which was on his back, and tossed it at a group of HYDRA soldiers in a good arc before the bike made a small jump. Steve followed the shield and caught it before making another landing. He then made a sharp left turn when he saw a armor tank firing at him, before Thor crushed it by landing on it, which cause it to flip over and was caught by the green rage monster known as the Incredible Hulk, who was roaring in anger. The Hulk toss the destroyed tank before roaring and chasing other HYDRA soldiers. At the same time, Natasha's and Clint's jeep appeared through trees and made a sharp right hand turn in front of a large barricade. With confidence, Black Widow and Hawkeye jumped out of the jeep towards HYDRA soldiers, just as the Captain America jumped his motorcycle over the barricade, Iron Man and Danny Phantom flying alongside him and Thor and Hulk bellowed as the Avengers strikes their targets.

Tony grabbed and threw a HYDRA soldier toward a nearby tree while Danny gave an ecto-energy strike at another HYDRA soldier. Tony then rocketed towards the fortress, evading laser fire. He intended to smash his way inside, only to hit an invisible force field, resulting in Tony saying foul language in surprise.

"Language!" Steve and Danny said at the same time.

"Okay that was weird." Danny said.

"JARVIS, what's the view from upstairs." Steve said, calling Tony's A.I. assistant JARVIS.

"The central building is protected by some kind of energy shield. Strucker's technology is well beyond any other HYDRA base we've taken." JARVIS said as he scanned the building from a Stark satellite in orbit.

"Great, just like a ghost shield." Danny said as he sighed in annoyance.

It wasn't that all surprising that Strucker's base would be well protected. After all, Strucker is one of the leaders of HYDRA. Ever since S.H.I.E.L.D.'s collapse, the Avengers has been attacking HYDRA bases, tirelessly looking for Loki's scepter, as well as getting intelligence on Strucker's location until now. Unknowingly to the Avengers, the intel that was gained on Strucker's and the scepter's location was actually gathered by S.H.I.E.L.D. agent/director Phil Coulson and his underground team of loyal S.H.I.E.L.D. agents. While S.H.I.E.L.D. is currently in a civil war, Coulson had secretly pass the information to Maria Hill. The Avengers still believe that Coulson is dead, but former S.H.I.E.L.D. director Nick Fury secretly put Coulson in charge of rebuilding the organization from scratch, in secret of course.

Anyway, Thor was battling a group of HYDRA soldiers, mostly by tossing Mjølnir at them.

"Loki's scepter must be here." Thor said before kicking a HYDRA soldier and calling his hammer to strike another. "Strucker couldn't mount this defense without it. At long last."

Meanwhile, Natasha tossed a grenade at a armored jeep before exploding in front of a machine gun barrier, causing the HYDRA soldiers to be distracted. Natasha took advantage and gave a right hook to one soldier before knocking down two more with her acrobatic skills and breaking their necks.

"'At long last' is lasting a little long, boys." Natasha said before shooting and killing a nearby HYDRA gunner.

Meanwhile, Danny was battling a group of HYDRA soldiers, who were firing their laser cannons at him. Danny goes intangible as the shots goes through him harmlessly. Danny then goes solid once more. His eyes turns dark blue, his fist glowing blue and release a recently new Asgardian ghost power called the Asgardian Energy Flash, in which the beam looks similar to the Bifrost's rainbow beam, which took out the cannons. Danny then saw an armor vehicle and more HYDRA soldiers heading towards him. Danny then formed a bright blue ecto energy ball between his hands. The ball grows larger and larger before Danny launch the ecto-ball towards the vehicle and destroys it in an explosion, as well as knocking down the soldiers. Danny has been improving on using his Asgardian ghost powers as well as learning new powers ever since receiving them during the Gunne Incident and Ghost Zone Convergence two years ago, since it was part of the ancient Asgardian Phantom Prophecy.

"We lost an element at the time." Danny said.

Meanwhile, Clint was taking cover behind a tree as a laser shot hit a nearby tree. After a few more shots, he then quickly spin out of the tree and shot an explosive arrow at a small laser cannon bunker, which the laser fire came from, causing an explosion.

"Yeah. I think we lost the element of surprise." Clint said.

Near the fortress, Tony was blasting his repulsors through HYDRA soldiers.

"Wait a second. No one else is gonna deal with the fact that Cap and Casper just said 'Language'?" Tony asked.

"I know." Steve sighed in embarrassment before he flipped over the bike's handlebars and use his superhuman strength to throw it at an incoming HYDRA jeep, smashing it in two. "Just slipped out."

"Really?" Danny sighed before landing and releasing the well known Asgardian ghost power, but small Asgardian shockwave when his fist collided with the ground, knocking down another HYDRA jeep and knocking down trees before his blue eyes returned to their normal neon green. "I don't use profanity language, even if I am 21 years old, Tin Can. Thank you very much."

Meanwhile, inside the fortress, Baron von Strucker walked up the stairs to the command center demanding information. Strucker is a German man who wore a black coat, and a eye glass lens on his right eye.

"Who gave the order to attack?" Strucker demanded.

"Herr Strucker, it's the Avengers." a HYDRA agent replied.

"They landed in the far woods. The perimeter guard panicked." a HYDRA soldier said.

Strucker then turn to his right hand man Dr. List, who was one of HYDRA's best scientists and leads HYDRA's experiments on enhanced people. He also recently escaped from the Arctic HYDRA Research Facility when S.H.I.E.L.D. agents led by Phil Coulson raided the facility.

"They have to be after the scepter." Strucker said to List before turning his attention back to the agent. "Can we hold them?"

"They're the Avengers." the HYDRA agent said.

"Deploy the rest of the tanks." Strucker ordered. "Concentrate fire on the weak ones. A hit may make them close ranks." Strucker turns his attention back to List. "Everything we've accomplished... But we're on the verge of our greatest breakthrough."

"Then let's show them what we've accomplished. Send out the twins." List said referring to the young man and woman at the corner.

"It's too soon." Strucker said.

"It's what they signed up for." List reminded.

"My men can hold them." Strucker said.

Meanwhile, HYDRA soldiers continue to fire their laser cannons from the fortress as Iron Man was closing in.

"Sir, the city is taking fire." JARVIS informed Tony as stray laser fire was impacting the nearby city, causing panic and chaos. The Avengers knew the risks since the HYDRA base was close to the vicinity of a civilian population and that HYDRA could care less about civilian deaths.

"Well, we know Strucker's not gonna worry about civilian casualties. Send in the Iron Legion." Tony ordered.

A group of Iron Legion drones flew overhead. The Iron Legion is a group of Iron Man drones used to guard civilians when the Avengers are fighting perilous battles in populated areas. The Iron Legion was originally a group of remote-controlled Iron Man armors, ranging from Marks VIII to XLI, that served as Iron Man's main combat support team when he was in need of reinforcements in battle. The current armors were blue, white and silver, with a red Avengers logo on the left side of their chests. They landed in some areas of the city.

"This quadrant is unsafe. Please back away. We are here to help." The drones said, trying to evacuate the people.

However, Stark and his technology is not liked in Sokovia since his technology has a bad history in the country. The civilians began protesting.

"This quadrant is unsafe. Please back away. Please back away. We wish to avoid collateral damage. We will inform you when this current conflict is resolved." The drones reaffirmed.

The people didn't listen and protested more. They also threw objects at the drones and chanting "Avengers, go home!" loudly.

Back at the fortress, Strucker was giving a speech to his men.

"We will not yield! The Americans sent their circus freaks to test us. We will send them back in bags. No surrender!" Strucker declared.

"No surrender!" the soldiers shouted before returning to their duties.

Strucker then turned to List and whispered...

"I am going to surrender. You delete everything. If we give the Avengers the weapons, they may not look too far into what we've been..." List went wide-eyed after spotting something missing and interrupts Strucker.

"The twins." List said.

"They are not ready to take on..."

"No, no, I mean... Twins." List said as Strucker realized the young man and woman are missing.

Back outside, Clint took cover from machine gun fire behind another tree. He then aim another explosive arrow at the machine gun bunker. He then fires it and takes cover behind the tree and waits for the explosion, but it never came. Confused, he then aims another arrow, but before he can fire, he gets knocked down by something that is blur. Clint groans before looking up to see some young dude with bleached hair and street clothes.

"You didn't see that coming?" the man said in a cocky tone and thick Sokovian accent before he runs off like a blur.

Clint aims the arrow but the man is long gone. Suddenly, a laser cannon shoots at Clint and the shot grazed Clint. Clint falls to the ground and gets Natasha's attention.

"Clint!" Natasha said as she runs to her fallen teammate.

Steve was thrown in the air by the speeding man, but he managed to land back at his feet and looks at his surroundings.

"We have an Enhanced in the field." Steve said through his com.

"Clint's hit!" Natasha shouted through her comlink as she tends to Clint and avoiding explosions and laser fire. "Somebody want to deal with that bunker?"

The Hulk suddenly landed near them and rammed himself through the bunker, destroying it.

"Thank you." Natasha said as Clint moans in pain and she wraps the injury.

Meanwhile, Steve was dealing with a group of HYDRA soldiers.

"Stark, we really need to get inside." Steve shouted as he threw his shield at the soldiers.

"I'm closing in." Tony said as he lands on the ground and fires his repulsor beams at two HYDRA operatives. "JARVIS, am I closing in?" Tony blast another soldier. "Do you see a power source for that shield?"

"There's a particle wave below the north tower." JARVIS replied.

"Great, I want to poke it with something." Tony said.

Tony then soar overhead and fire two repulsor beams at the shield, before firing a small missile that went through the solid rock. Tony watch his helmet's HUD as the missile destroy the shield's power generator, taking the shield down.

"The drawbridge is down, people." Tony announced.

Steve calls back his shield as Thor and Danny lands next to him, knocking down retreating HYDRA soldiers with shockwaves.

"The Enhanced?" Thor asked.

"He's a blur. All the new players we've faced, I've never seen this. In fact, I still haven't." Steve said.

"I have, from the occasional madman, like Vlad or Freakshow, and from ghosts like Desiree. Hopefully, there isn't anything ghost related." Danny said.

"Clint's hit pretty bad, guys. We're gonna need evac." Natasha reported through her comlink.

"I can get Barton to the jet. The sooner we're gone, the better. You two and Stark secure the scepter." Thor said.

"Copy that." Steve said.

"Roger." Danny said as a group of HYDRA soldiers and a tank close in on them.

"Will they ever learn?" Danny asked as his eyes turn dark blue and forms a bright blue ecto-energy ball between his hands and positions his hands.

"Looks like they're lining up." Thor said.

"Well, they're excited." Steve said as he raise his shield as Thor slammed his hammer on the shield, causing a massive shockwave and turns the blue ecto energy ball into a shockwave energy towards the incoming HYDRA soldiers. The shockwave knocks the soldiers down as the blue ecto shockwave energy destroys the tank.

"Find the scepter." Thor said before he swings his hammer and flies away to get Clint.

"And for gosh sake, watch your language!" Tony said to Steve and Danny.

Both Steve and Danny sighed before glancing at each other.

"That's not going away any time soon." Steve muttered.

"Definitely." Danny muttered.

As Strucker begins to leave, Tony flies through the windows to the command center where he is met by HYDRA agents. The HYDRA agents fire their machine guns at him.

"Guys, stop. We gotta talk this through." Tony said before firing bullets from his mini-gun pods from his armor's shoulders at the HYDRA agents, making them collapsed to the ground and groaning in pain.

"It was a good talk." Tony said.

"No, it wasn't." said an injured HYDRA agent.

Tony then moved deeper inside the building, and finds Dr. List typing at a computer frantically. Tony blasted Dr. List with his repulsor, killing him. Tony then steps out of his Mark XLIII armor.

"Sentry mode." Tony ordered the suit. The suit stood and scan the area for threats. "Okay, JARVIS, you know. I want it all. Make sure you copy Hill at HQ."

Back outside, the remaining HYDRA soldiers surrender themselves to the Avengers.

"We're locked down out here." Natasha said.

"Then get Banner. Time for a lullaby." Steve ordered.

Tony continued to search the room, searching for more evidence as well as the scepter.

"I know you're hiding more than files." Tony muttered. "Hey, J, give me an IR scan of the room, real quick."

After a few seconds of scanning, JARVIS says...

"The wall to your left. I am reading steel reinforcement. And an air current."

Tony approached the wall.

"Please be a secret door. Please be a secret door." Tony whispered before pushing the wall, which was indeed a secret door. The wall revealed a hallway. "Yay." Tony then entered the secret passageway and down the stairs.

Meanwhile, back outside, Natasha founded the Hulk, who was still roaring and throw debris.

"Hey, big guy." Natasha said, getting Hulk's attention. "Sun's getting real low." Hulk responded with a sneer.

Natasha then raised her hand. Hulk then touch her hands with his massive one. After a brief moment of calmness, the Hulk stumbled away and collapsed to the ground as the green skin started to disappear and his body shrinks back to normal, changing back to Bruce Banner.

Meanwhile, Strucker was making his way through the fortress when one soldier crashed through a doorway up ahead and another was blasted to the wall by an ecto-blast. Steve and Danny walked through the doorway, Danny pointing his glowing fists at Strucker, glaring at him.

"Baron Strucker. HYDRA's number one thug." Steve said.

"Technically, I am a thug for S.H.I.E.L.D.." Strucker said.

"Well, then technically you're unemployed. Where's Loki's scepter?" Steve asked.

"Don't worry." Strucker sighed. "I know when I am beat. You will mention how I cooperated, I hope."

"I will put it right under 'illegal human experimentation'." Steve said, not knowing that the young woman with red eyes was silently approaching him. "How many are there?"

Suddenly, without warning, the young woman blasted Steve with some kind of red mist-type energy from her fingers, and resulted in sending Steve down a flight of stairs and dropping his shield. Danny tried to counterattack but the woman blasted him with the same red-mist energy, sending him to a nearby wall. Both Avengers quickly recovered and tried to go after the woman, but she steps backwards through a doorway hauntingly and close the doors shut.

"We have a second Enhanced. Female. Do not engage." Steve ordered before facing Strucker.

"You will have to be faster than..." Strucker was cut off when Steve kick his shield at him, knocking him to a wall, knocking him unconscious and knocking out the lens from his eye glass piece.

Meanwhile, Tony made his way through the secret passageway, into a very large room, which has advanced electronic equipment.

"Guys, Danny and I got Strucker." Steve said through the comlink.

"Yeah, I got something bigger." Tony said he spots recovered Chitauri artifacts, including a whole massive Leviathan that was being hanged from the Battle of New York. He also found some robotics armor that looks similar to his Iron Man armor.

Tony looks around the large room and found what the Avengers has been looking for. Tony spots Loki's scepter, which was attached to a machine.

"Thor, I got eyes on the prize." Tony said as he approaches the scepter.

As Tony approaches the scepter, he failed to noticed the same young woman creep up behind him. Her eyes glowed red and she silently lifted her hands up to his head. Her fingers then release the same red-mist energy which went in Tony's temples and his eyes glowed red for a brief moment. The woman then step back. Tony blinked.

Tony then turn back and gets startled as the Leviathan starts to roar to life and flew over him, destroying the massive room, but he was no longer at the room. He was standing in the openness of outer space, on a rock. Tony then gets the chills as he sees motionless bodies of his fellow Avengers. The Hulk's body laying with spears and blades sticking out of him. Natasha lay next to him with her eyes still open and blood coming out of her mouth. Clint's body was somehow in a sitting position, still holding his bow. Thor was bloodied and bruised, eyes close and Mjølnir lying next to him. Danny lie motionless in his human form with his eyes close and covered in a mixture of blood and ectoplasm. And Steve lying next to Tony's feet, with his shield somehow torn in half. Tony gasped before kneeling down to check for a pulse from Steve. Tony suddenly gets startled and jumped as Steve grabbed his wrist.

"You could have saved us." Steve choked in a whisper. "Why didn't you do more?" Steve asked before becoming lifeless.

Tony, feeling it was his fault for not saving his teammates, hears a low rumbling and screeching before looking up to see another Chituari invading force making their way through a portal above the Earth.

Tony jumped up and was startled before realizing he was still in the HYDRA fortress and the large room in Sokovia. The young woman look at Tony in shock and horror as Tony checks the room to make sure the Leviathan was still dead. The woman couldn't believe she witness that. The woman's twin brother then appear behind her and saw Tony. He was gonna stop him, but his sister prevent him from doing so.

"We're just gonna to let him take it?" the man asked in a whisper. The woman only smiled.

Tony raised his arm and a glove of Iron Man armor flew to him, encasing his hand, as he approached the scepter. Tony then finally picked up the scepter.

And that's the end of chapter 1. I almost forgot to tell you in my phase 2 story, Danny's Asgardian shockwave power acts similar to his Repulsion Field power. And you have to remember that at the time of the movie, S.H.I.E.L.D. was currently in a civil war with the New S.H.I.E.L.D. while dealing with the beginnings of the Inhuman influence. Anyway, please review. :)