Disclaimer: I don't own Naruto or Ultimate Spider-Man.

A/N: Here is my new story that won the poll, a Naruto and Ultimate Spider-Man TV Series Cross-Over. I'll give a… Review/my thoughts on this show/shows at the bottom and may go more into the second Ch. If it's too long. But the short answer is that every show AFTER The Avengers: Earth's Mightiest Heroes I think are OK. Yes even Hulk And The Agents of S.M.A.S.H.

Also, this Naruto is before the War so no Kurama/Six Sage Mode. He's also been here for 2 years and is 17 years old.

Again, my full thoughts will be in the bottom A/N and maybe go into the next Ch. If it's too long.

Beta: Jebest4781, Chaos-PSD, Arkham Knight22 and Ryan L. Spradling.

Chapter I: Great Power.

New York City, Morning.

"I know you're out there, you wall-crawling menace! It is the duty of every New Yorker to report the actions of these masked miscreants; so listen up: As long as I, J. Jonah Jameson, the CEO of Daily Bugle Communications, won't rest until New York has seen the last of Spider-Man!"

A teenage boy in a black government stealth suit, sat on the edge of a building. He has tan skin, spiky blonde hair, blue eyes, and three whisker marks on each cheek.

The top of the suit is skin tight, covered his arms and hands with a green light between his shoulder blades, and the pants being slightly baggy. He several snap button ends around his back and one on his left Pectoral to attach equipment on. He also has a cloth belt with a clip lock and pouches on each side of his waist and one on his right thigh.

He also has knee pads sewn on and boots. (1.)

(A/N: For a better picture, it's the 3E Shadow Armor from Tom Clancy's Splinter Cell: Conviction.)

This is Naruto Uzumaki, Ninja, Jinchūriki (Human Sacrifice), superhero and the youngest member of the Avengers.

He looked up at a large video billboard and saw a Caucasian man with brown and white hair, mustache and is wearing a blue suit, white undershirt and red tie yelling about a hero named Spider-Man.

This is John Jonah Jameson the publisher of the newspaper establishment Daily Bugle and presenter of Daily Bugle Communications.

"Hey Pete! Your biggest fan is on again." He said looking to a costumed man beside him.

The costume is based on an arachnid, with the spider suit's primary colors being red and blue, with a silhouette of a spider on the chest area and a large red spider on the back.

The red has a pattern that resembles that of a spider web, with the center of the web being on the topside of his nose. The red and webs only go to the shoulders on the costume. The eyes on the mask are white with a bold black outline.

This is Peter Parker AKA Spider-Man, a hero who started a year ago after his uncle was murdered by a robber he failed to stop earlier in the day.

"Yeah I know Naruto."

Spider-Man brought a hand up as Naruto put on a black mask that covered his head with goggle lens for eyes, both lighting up green for a second.

Spider-Man moved his hand palm up and brought his middle and ring finger to his palm. Suddenly, white web like fluid came out of his wrist and stuck to the building across from them. He swung between the buildings and threw out his other hand and repeated the action to swing through the city as Naruto followed by jumping across the rooftops and running along the side of others.

Both of them missing security cameras following them.

SCREECH!

Both heroes stuck to a wall and saw a police car about to crash into a building before Spider-Man created a large web in front to catch the car.

Naruto saw an armored truck that was being robbed before seeing a guy walk out from the back.

He's wearing a street gang-type outfit with a black vest-jacket, goggles and gloves. He carries a paste gun attached to a tank on his back that holds his adhesive.

This is the Trapster, a super-villain that uses paste-based weaponry and a member of the Frightful Four.

Spider-Man and Naruto dropped down as the Trapster reached for one of his guns.

"Wait!" Naruto yelled stopping everyone as he looked around. "Where's Thundra?"

"She's uh... not with me."

"What?" Naruto asked dejectedly as his shoulders slumped. "You hang out with a hot amazon woman and you decide to go solo, why?"

Just then, Trapster raised his gun, and a kunai was thrown in the barrel. "Doton: Dōmu! (Earth Release: Dome!)" Naruto yelled as he went through hand signs and slammed his hands down on the road.

And had a dome of dirt cover Trapster just as his tank exploded before the dirt crumbled showing Trapster was covered in his glue.

The two walked over to the trapped villain before Spider-Man froze as Trapster's eyes widen in fear. "Interesting. Villain's eyes are widened in fear, but Spider-Sense is still going off." Spider-Man said as Naruto glanced to the arachnid themed hero.

"That sixth sense that lets you know if trouble's about?"

A shadow covered them having the two look up to see a black Helicarrier.

"'Sup Fury?" Naruto asked before hearing a voice behind him.

"I can never sneak up behind you, Shinobi."

Naruto turned to see a man with brown eyes, a black mustache goatee combo and is bald. He's wearing a black shirt with an eye patch on his left eye.

This is Nick Fury, the director of the secret military/espionage agency S.H.I.E.L.D.

"Only one who can is Natasha."

Nick Fury walked up to Spider-Man to speak. "It's a good thing Shinobi was here to stop Trapster in four seconds or this would have been like your previous times with a lot of collateral damage."

Naruto, who had his arms crossed looked over his shoulder to see Trapster was getting out of his glue.

"I do a good job." Spider-Man said as Fury walked past him.

"For a clueless rookie."

"Yeah I-huh?!"

"Look everyone starts out clueless, even Iron Man back when he was a novice." Fury said, arms behind his back.

"Yeah, his boosters shot him into the ceiling of his garage before sending him flying around." Naruto said reaching down to pick up a baseball sized rock.

Naruto threw and caught the rock as Fury continued. "But he learned with training. What do you say if I could help turn 'eventually' into right now, Spider-Man?"

"I knew it, you want me to buy a line of self help books, not interested." Spider-Man said turning around to walk away. "Besides, I'm tapped out till pay day so if we're all done here-!"

"I'm serious, Peter Parker." That got Spider-Man to stop.

"You know?!"

"Everything. Super spy, remember?" Fury said as Naruto spoke up.

"It's your decision but hey, the training Black Widow and Hawkeye are getting seems too good to pass up."

"'With great power comes great responsibility' good words from a good man." Fury said after Naruto finished.

"Uncle Ben was the best." Spider-Man said.

"It's been what, a year now?" Fury asked putting a hand on Spider-Man's shoulder.

"Today's his birthday."

"You've honored him doing what you do. Now I'm offering you the chance to do better, to really learn about responsibility."

"Translation?" Spider-Man asked the spy.

"I want to S.H.I.E.L.D. train you to be a better Spider-Man, the Ultimate Spider-Man."

"How ultimate?"

Naruto tossed the rock behind his shoulder without looking and hit the Trapster in the head, knocking him out.

"That ultimate." Fury replied.

"Sweet!"

Ring! Ring!

"You left your phone on? Should have put it on vibrate." Naruto replied as Spider-Man picked up his smartphone and hit ignore.

Fury walked over and placed a red bulky web shooter on Spider-Man's wrist. He pressed a button having a blue cross hair pop up.

"S.H.I.E.L.D. tech guys made this next-gen web shooter."

"Too big, too clunky." Spider-Man said moving his wrist around as Fury held his hand out. "I didn't say no."

"With my training, you can be a better hero. The next Cap. The next Iron Man. One of the greats."

"Thanks for the offer, but I'm not allowed to talk to strangers, have a nice life, OK?" Spider-Man said before swinging away.

"I also needed to talk to you Shinobi."

"For what?" Naruto asked looking at Fury.

"To lead the Team."

"You mean those cadets? Are they ready?"

"Yes." Fury replied walking over to the masked ninja.

"OK, but what about Cap? Widow? Or Iron Man? Wait, scratch that last part."

"You're their age, and being the youngest Avenger has you stay here a lot due to you having to go to school, and with that weird knife of yours you can easily be called if need be. Here's the files." Fury said giving Naruto four files.

Midtown High.

Naruto wearing faded jeans, black and white sneakers and a red shirt waited outside the school before seeing a boy run up to him.

"Should just web swing over and change on the next building Pete."

Peter is a Caucasian teenage boy of average height with a lean frame, sporting muscular and well-defined build. He has brown hair and blue eyes. He's wearing a white shirt underneath either his light blue button-down shirt, with blue pants and black sneakers.

"Not all of us can use our secret spy friends flying car." They walked inside as Peter turned to Naruto. "You know, you never explained how you got in the Avengers."

"I wanted to be all I can be and help save the world."

Peter just deadpanned at him.

"OK, OK, Black Widow convinced me as I wasn't going to join but help out from time to time."

"Spill."

"She unzipped her suit halfway down and the next thing I know I'm agreeing to everything she asked." Naruto explained as they made it to their lockers.

"Everything?"

"I'm still picking up her dry cleaning."

"Peter! Naruto!" The two looked to see a girl running over to them.

She is a Caucasian slender redheaded girl with green eyes and red lipstick, she is several inches shorter than Peter. She's wearing a black leather jacket over a pink hoodie and a white t-shirt keeping them tucked into her medium blue colored jeans with which she wearing with a large brown belt.

This is Mary Jane Watson A.K.A. M.J., Peter's childhood female best friend who has a heavy interest in journalism.

"Where have you been? I've been calling you all morning."

"Sorry, cell phone died and there was traffic." Naruto replied putting his books away.

"I wanted to show you this." She brought her phone up showing J.J.'s video from earlier.

"Doesn't that jerk have something better to do?" Naruto asked getting M.J. to swat his arm.

"That jerk will give this reporter her first job."

"You actually want to work for him?"

"Jameson's the biggest game in town. And I know someone who can put in a word for me." She said looking to Naruto.

"What? I just freelance for extra cash as no one will hire a teen these days."

She just pouted at him, batting her eyes.

"(Sigh.) OK, I'll talk to him to try and set you up on a meeting."

"Thanks Naruto, I knew I could count on you." She said before turning to Peter. "Kids like us has to be realistic. We all aren't rich like Harry or even Naruto."

"I published my late Godfather's books I can't help they sold like no tomorrow." Naruto replied before seeing a teen boy walk to them.

He is a Caucasian boy and has auburn hair. He's wearing a black vest over an untucked white shirt with gray pants.

This is Harry Osborn, Peter's best friend.

"Oh Puny Parker!"

Naruto turned to see a young Caucasian teenage boy, with a muscular build, blonde hair and green eyes walking towards them, punching the lockers. He's wearing the school's football uniform, with a white shirt underneath tucked inside his light blue pants, and a black belt with a bronze clasp.

This is Flash Thompson, a high school jock and bully.

"Not today, Flash." Naruto said standing in front of Peter. "Go."

"I'll get you when your bodyguard isn't around." Flash said walking away as a Caucasian male with grey and white hair and mustache wearing janitor clothes walked by.

This is Stan, the janitor of the school.

Later, the trio went to lunch and talked at a table before Peter jumped forward knocking Harry and M.J. to the floor.

Naruto, seeing Peter dive out of the corner of his eye, grabbed the table, and jumped forward having the table flip to shield them as a hole was blown in the wall behind them.

BOOM!

"Attention students." Naruto glanced up to see three people, two men and a woman walk in as one man, floating brought another man in.

'The other three to the Frightful Four.' Naruto thought as the man, the principal of the school, who was brought in explained the three are in control of the school.

"The Frightful Four." The woman said before Mary Jane raised a hand.

"But there are only three of you."

'The Wizard.' Naruto thought looking at the first man.

The Wizard has black hair, brown eyes and a black mustache. He's wearing high tech armor. It's purple in color with big bulbs on the helmet, on the chest and knees. He also has sunglasses on.

He threw several silver disks onto tables having them float.

'Klaw.'

Klaw has an android body that contains his incorporeal sound form. He is also armed with the Sonic Converter.

Klaw then threw his right arm out, shooting a sonic beam.

'And last but certainly not least, Thundra.'

Thundra has a slender but very muscular body, she has green eyes, red hair and has red lipstick on her lips. She has a golden tiara on her forehead.

She's wearing a two piece red outfit with yellow lines with one sleeve that covers only her right arm and reveals her midriff. She has a black belt with a golden buckle around her waist, red pants at the bottom is yellow with red lines and yellow boots.

Mary Jane then elbowed Naruto. "You're drooling."

"Can you blame me? She is hot."

"Yeah. And she's also from an alternate future where men have been subjugated by women."

"Good point. Then why the hell is she with three men?" He asked before the Wizard floated up.

"Before the Trapster was caught, he learned that either Spider-Man and/or Shinobi go to this school. And unless they give themselves up, we will tear this school down brick, by brick."

"Yeah!" One of the younger students yelled out at that.

"We're serious!" Wizard said before raising a hand. "Klaw."

Klaw then used his Sonic Converter to start destroying the school floors and moved to the people before Naruto spoke up.

"Stop!"

"Hmm… You're the person who takes his pictures."

"I'll take him." Thundra said having the blonde hero raise his hand.

"I'll second that."

"Naruto!" Mary Jane hissed at her friend.

"What?! If I'm going to be attacked I'd rather it be an Amazonian woman with big knock-!"

SCREECH!

Naruto stopped as Klaw attacked him forcing him to his knees and cover his ears.

"OK, OK!"

The attack stopped as Naruto reached to a table to bring himself up.

And threw a plate of food at Wizard. "FOOD FIGHT!"

The kids started throwing food giving both Naruto and Peter time to hide and change. All the while, M.J. was recording everything on her phone.

"How did they find us?" Peter asked as he and Naruto took off their shirts.

Revealing Peter's costume underneath his while Naruto quickly put his shirt on as he threw his jeans away revealing his pants.

"Right there." Naruto pointed at Peter's left armpit where a small device was as he clipped his belt. "He must have thrown that before I knocked him out while talking to Fury."

Peter crushed the chip before both of them put on their masks. They then jumped down getting the three villains/villainess to look at them. Spider-Man then shot a web at Klaw's clawed hand and pulled so Klaw used his sonic beam on himself.

Naruto then looked to Thundra and smiled behind his mask.

"How about we stop this fighting and go on a date?"

"You always flirt with your opponent?"

"Just the pretty female ones." He replied before both were hit by a sonic beam sending them crashing behind the food counter.

"Move your hands." Thundra growled out getting Naruto to do just that.

"Sorry! I may be a flirt but I'm not that kind of guy." She then got up and got hit with creamed corn running down her head.

"You know, cream corn is a good color for you." Spider-Man said as Naruto flipped over the counter.

"Any color is good on her!"

Thundra crushed the counter just as Spider-Man webbed her shoulders before she just pulled him forward to fall on the floor. Naruto got up to chase her as M.J. kicked a plate of jello at Thundra's feet having her slip to crash into a pile of chairs and tables.

She continued to record until a sonic blast hits her hand, breaking the phone.

"Leave her alone!" Harry yelled, only to get hit as well, sending him to the other side of the room.

Naruto then kicked Klaw to the wall, cracking it before looking to see Spider-Man wrap Thundra with web just as the teens started to float as Wizard threw his disks on him.

Naruto then snuck around as Spider-Man kept the villain's attention before jumping up, and kicked Wizard in the head through the door to the hall and had him slid to the other side.

The heroes ran out and saw Flash Thompson with his jacket unbutton and showed a Spider-Man shirt underneath.

"Spider-Man, Flash Thompson. I'm your biggest fan. Let me help, bro."

"Definitely, 'bro'." Spider-Man said as he opens a locker door. "Step in." He ordered having Flash step inside.

"Now what?"

"Wait for my signal. Jump out and we'll surround him. Remember: Wait for my signal." Spider-Man said closing the door.

'At least it'll keep Flash from doing something stupid.' Naruto thought before he and Spider-Man jumped up in the vents.

"RAH!"

Suddenly, the other two villains ran out, with Thundra kicking the doors off the hinges.

"Where are they?!" She asked as police sirens rung.

"We aren't being paid enough to deal with the cops. Let's go!" Wizard said getting them to run out the door.

Later, Naruto and Peter stood in the cafeteria beside Mary Jane as a man walked up to them.

He is a tall Caucasian man. He has red hair and blue eyes. He's wearing a grey business suit with a white shirt underneath and a red tie.

This is Norman Osborn, the head of Oscorp, and the father of Harry Osborn.

"Mr. Osborn, I'm sorry." Peter said as Norman picked up his unconscious son.

"Why apologize Peter, what could you possibly have done?"

Queens; Peter's Home, After School.

Peter walked through the door to see a woman making dinner in the kitchen while listening to J. Jonah Jameson on TV.

She is an old woman. She has short white hair and blue eyes, with red lipstick and has golden earrings. She's wearing a light green vest, white pants and a white apron.

This is May Parker, Peter's aunt and wife of the late Ben Parker.

"Hey aunt May." Peter greeted as she smiled before turning off the TV.

"Are you OK? I heard there was trouble at your school."

"Those psychos never touched me aunt May." He said with a smile. 'Wish I could say the same for Harry.'

(Flashback.)

Hospital.

Naruto, Peter, and Norman looked at Harry who was sitting up on the bed.

"There's still some ringing in my ear, but Doc. Said I'll be fine tomorrow."

"Awesome."

"Strangest thing." Norman said before turning to the two disguised heroes. "Those villains thought Spider-Man and Shinobi go to the school. Any ideas why?"

"Some kids like to lie about being friends with them so that gets rumored to be they go to our school. Plus some students saw them land on top of the schools rooftop a month ago and never left. Once the principle and janitor got up there, there was no sign of anyone being up there." Naruto explained to the businessman who nodded.

(Flashback End.)

"You know what? If we had Norman Osborn's money, I'd put you in private school." May said cutting a carrot.

"Yeah, that'd be sweet. Hey when's dinner?" Peter asked taking the end of the carrot and ate it.

"Soon, put the candles on the cake." She replied taking a bowl of salad.

Ding-Dong!

May went to answer the door and saw Naruto holding a cake with 'Happy Birthday Ben' written in cursive in blue frosting.

"Hey, saw Peter walking past the pastry shop. Not sure if this is his favorite, they said they had to re-make it after a police car crashed in the window."

Later, Night.

Spider-Man swung through the city as rain poured down. After what happened with Trapster bugging him, the attack on the school, he now believes that with Nick Fury's help, he can do better. He ran up a building and then the antenna before seeing the Helicarrier above.

When he jumps to the Helicarrier, he runs out of his own webbing before he decides to use Nick Fury's web shooters. He manages to get on the Helicarrier and an alarm goes off.

"Intruder alert! Intruder alert!"

Suddenly, the Heli-Carriers defenses attack him but he dodges all of them and destroying a few in the process before Nick Fury and Shinobi appears and turns them off.

"Your friendly neighborhood Spider-Men reporting for duty!" Spider-Man said removing his mask and saluted.

"Welcome to S.H.I.E.L.D. Spider-Man, hope you survive experience." Fury said before leaving as Naruto turned to follow.

"What?"

To Be Continued.

A/N: Thanks for reading and let me know of any mistakes.

Beta: Jebest4781, Chaos-PSD, Arkham Knight22 and Ryan L. Spradling.

1. The URL for the suit is on my profile as there was 2 different suits, one just lightly different.

Pairings.

Naruto:

Ava Ayala/White Tiger.

Doreen Green/Squirrel Girl.

Kamala Khan/Ms Marvel.

Natasha Romanoff/Black Widow.

Jennifer Walters/She-Hulk.

OK like I said above, I think all of these shows are just OK so if you don't want to read past this that's fine.

I'll go into what I like about this show. The Animation is great, the designs are as well for the most part... The Voice Actors are good as well for the most part as for more famous ones/more known for another character I sometimes can't see the character for this show but the actor/their more famous character.

Spider-Man is a teenager. And this is the 2nd show that did that as previous had him as an adult/college at the youngest.

I like the fact there's not well known heroes/villains in here, I mean come on last time Squirrel Girl was in a show was the '06/'07 Fantastic Four show when looking for a replacement for Ben when he was cured as a joke. Johnny said no as soon as she came in the room with squirrels then skipped to the next hero.

And it's the first time for characters like Miles Morales, and Spider-Gwen (Technically).

I mean sure, I would have liked them in a better/more well liked show. She-Hulk, Skaar, and Rick's A-Bomb form were in the Hulk Show so that may be a big factor on me thinking it's OK as she wasn't used much and it's the first time for Skaar/Rick's form.

I know people didn't like that Spider-Man was a leader of a/on a team of teenage heroes outside of the Avengers, the Fantastic Four/Future Foundation to a lesser extent. But it didn't bother me. Because what was still on and very popular in '12? Young Justice. Both had the teenage heroes/protégés forming a team under their adult counterpart. (Justice League for Young Justice and the Avengers for this show.)

And I thought after seeing the team here, that Disney wanted to ride the coattails of the shows success.

The 4th wall breaking yeah, that was terrible since it wasn't Deadpool or She-Hulk. (For those that may not know She-Hulk also broke the 4th wall for a time as well starting in '89 with the Sensational She-Hulk series.) But it became bearable if I thought of them as Spider-Man thinking/talking to himself. As in the '90's show, he was talking/thinking to himself at least 90% of the episode.

The bike he got didn't bother me as yes it was to sell toys but Kirby did that in the 70's/80's with giving Spider-Man a car in the comics.

But I did absolutely hate the Family Guy style cutaways. That is the one thing I couldn't look past.

I also think it's a higher up/Disney as a whole that made the shows like they were/made little kids the target audience because here's who worked on these shows in one way or another. Brian Michael Bendis, the guy who wrote the Ultimate Spider-Man comic. Paul Dini, the writer for the majority of the DCAU. (Batman The Animated Series-Justice League: Unlimited.)

And was the lead writer for the games Batman: Arkham Asylum, and Batman: Arkham City.

And Man of Action who did the Ben 10 series which was getting to/just started Omniverse when this was starting and Generator Rex. So all these acclaimed/great writers and studio all working on this show and gave us an OK show at best.

For the 1st 2 seasons as after Loeb left (That's who I hear was the main problem) the 3rd and 4th seasons was better received.

Nothing else to say.

Talk To You Later,

Lone Wolf Out.