Author's notes: I can't believe I'm writing this. I never, ever thought I'd be writing something for this. Looks like I'm giving a shot at writing my hero.

My first leap into the Spidey universe was Spider-man: The Animated Series (1994-1998) and the Raimi Spider-man trilogy (2002, 2004, 2007). My typical memory for anything is in pieces, but I know I enjoyed the cartoon and anxiously awaited to see the films. I watched my brothers play one or two of Spidey's game for the Sega Genesis. While I have yet to catch up on the many animated versions of this quip throwing hero, I was always happy seeing him throughout the years. And then I came across Ultimate Spider-man (2012-2017), which I played in the background while I did homework.

I wasn't as shocked as some Spider-man fans in how these characters, particularly Spider-man, were portrayed for this incarnation. I was actually OK with Spider-man talking to the audience and him having the angel and devil visual metaphor. I was not OK with all the unnecessary cutaway gags; this isn't Family Guy! Some image spots were funny. I did loath the chibi forms; the only one who could pull off that style is the titular web head because of his round shape. Considering The Spectacular Spider-man (2008-2009) was the previous incarnation, it's not surprising that this version was zanier and more comical. This show was obviously aimed at younger viewers, meaning only so much violence and dark storylines could be used, which forced the older audience to place the backstory together on their own. And since Peter was not a newspaper photographer or an adult in this cartoon, many of his necessary supporting characters were absent. I can understand that.

All and all, I enjoyed Ultimate Spider-man; it was a good way to see different Marvel and S.H.I.E.L.D. characters compared to the predecessors. Spider-man: The Animated Series will always be my Spidey, but Ultimate Spider-man had a good run. IMO, the show had terrific voice actors who fit and played the characters well. I also loved the showdowns between the heroes and villains. So, because I'm writing a fanfic for this universe, and though I found some quirks annoying, I'm gonna try and follow their formula to make this fanfic seem more like it's part of its intended universe. Thanks for hanging on to this lengthy introduction. Reviews are definitely appreciated.

Summary: Doc Ock seeks revenge against the Osborns. Now Spider-man must save his best friend. But the return of a goblin monster isn't going to make that easy.

Disclaimer: RubinaLadybug does not own Ultimate Spider-man or any of its characters. Ultimate Spider-man characters and plot belong to Stan Lee, Steve Ditko, Marvel, and Disney.

Chapter 1.

Spider-man: "That's a good thing. Since just knowing me is a liability."

Patrioteer: "You've got it wrong, Spidey. Knowing you, that's the part of what makes us heroes."

A soft rain drizzled the eminent city. Ash grey clouds covered the vast sky. A placid thunder boomed across the suburban. The easy-going weather didn't stop the citizens from retaining their busy schedules. The gentle shower also graced its presents in the neighborhoods and gardens as one teen tried to dress himself.

((Hey, there, fellow Spider-man fans! You're here with Peter Parker in his scenic bedroom. I'm getting ready for something big today. This rain won't stop me from enjoying a day off. Now where's my jacket?))

Peter struggled once more to place his pants over his costume. Though he wasn't underneath an official duty for S.H.I.E.L.D., he was prepared. He tried buttoning a pair of stiff jeans while searching for his light blue jacket.

"OK, note to self, lay off the starch for laundry when Aunt May is outta town."

He then heard a familiar vibrating noise. He stopped moving and looked all around his cluttered room. Textbook and worksheets piled over his desk. Worn out clothing covered his bedsheets. Crushed soda cans and candy wrappers littered his floor.

"Oh, shoot. Where's my phone?"

He jumped towards his mattress and snatched his backpack. He dumped all its content out, and his phone landed on top of an old paper bag used for lunch.

"Yuck," Peter groaned as he shook his phone free of a sordid piece of lettuce. He looked at the screen and saw who was calling him. "Hey, Harry!"

"Record time in finding your phone, Spider-man," the other line teased.

"Good to hear from someone who finally finished his S.H.I.E.L.D. paperwork now that he's eighteen."

"I'm heading in the limo to your place. You ready?"

"Not including a minor wardrobe malfunction, just about."

"The concert will start with or without you."

"Hey, this is no problem. It's the rain that might slow everything down."

"It's an indoor stadium, Pete."

"Right, I knew that. I'll be ready even before you get here."

The brunet teen hung up his line.

((It's my best friend's birthday. Harry's eighteen and legally an adult. When I'm off as Spider-man fighting bad guys in the city, he's been busy refilling out legal documents for S.H.I.E.L.D. as a new trainee. Now he's done, and it's time to celebrate his ultimate freedom. We're gonna head over to a concert and then have dinner with his dad at a crazy expensive restaurant. I now only need my jacket.))

Peter gazed around his messy room.

"As soon as I can find it."

"This is going to be great!" Peter exclaimed as he and Harry walked through the main entrance into the concert hall.

The two not only had tickets with terrific seating they also had backstage passes. The building was another one owned by Oscorp. While they made their way down the aisle towards the front, cries of joy and excitement from the crowds echoed. The huge stage up front was magnificent. The very back held a large banner of the group's logo. Lights flickered and shined against the reflective floor. Stagehands were placing together the band's equipment—microphones, guitar amps, and drum sets. The word "test" bounced around, pumping up the audience even more.

The duo scooched their way past the dedicated fans wearing band T-shirts up in front. Their eyes were blinded for a second as flashes from smart phones sparked. People yelled while flinging their glow sticks. As they found their seats, Peter continued to wear his smile. It had been some time since his last concert.

When the lights dimmed, conversations reduced. An industrial-sized fog machined poured out its haze. A booming voice welcomed the audience. The two boys' eyes met with excitement. Adrenaline pumped. Hearts raced. With instruments in hand, the members came out. They greeted their adoring fans. A struck on the guitar caused the crowd to scream. An excited voice sang the lyrics. The fast-paced music boomed against the acoustic-built walls. The fans enjoyed themselves. They sang. They danced. They jumped around.

Peter and Harry cheered. But Peter stopped focusing on the music when his Spider-sense went off.

"Get down!" He pressed one arm around Harry's shoulder and forced them both to drop to their knees for safety. Something powerful broke through the ceiling. Shrieks of terror replaced the headbanging music. When the rumbling settled, Peter looked up and saw familiar faces. Four familiar faces.

"The Frightful Four?!" he gasped.

The immoral quartette frightened away the rock stars as they took center stage.

((Wizard, Thundra, Klaw, and Trapster. Ugh, these guys again. When are they gonna stop begging for a butt-kicking? Time to be a hero once more.))

Peter jumped to his feet and took off. He watched out for the confused crowd and hid behind a large pillar. He skillfully climbed up and dived to a closed off seating section on the second story. Once he was set, he quickly removed his outerwear. He hurriedly folded his jacket, shirt, pants, and shoes, and wrapped them in one of his webbings. He stuck it to the large column for safe keeping.

Now wearing his mask, Spider-man peered down on the stage. He scrutinized the situation.

"So what's the plan?" a voice asked.

Surprised that his Spider-sense stayed dormant, Spider-man looked behind him and saw Patrioteer. "Harry?! What are you still doing here?!"

The young adult in the suit chuckled, "What? You think you get to see all the action today?"

((I'm not surprised to see Patrioteer. But how did Harry change so fast? It took me awhile before I mastered the art of altering outerwear. I'll have to ask him how he did. And finding a way to conceal that huge suit of armor.))

Spider-man turned to his teammate. "We have to get the people to safety. Use your repulsor blasts to create more exits. Stop any debris from crushing anyone."

"On it."

The duo set off across the arena. Spider-man web-swung his way through the hall, coming closer to the stage where the villains tossed aside the band's equipment. He shot his webs towards the ceiling to keep it from shattering as the people below him scattered in panics. Patrioteer arrived at the walls and held his hands at arm's length. He shot through the walls to fashion more exits for the attendants. The amassed floods of people escaping soon trickled.

The Wizard, the leader of the group, pressed his teammates, "See any of those troublesome heroes yet?"

"Talking about me, Wizard?" Spider-man remarked as he flew.

"There's one!" Thundra yelled. "And it's Spider-man!"

"You're saying that like it's a bad thing. I'm everyone's favorite web-slinging hero!"

Trapster set up his guns as he bitterly answered, "You're just a bug stuck on a car's windshield!"

He shot a blast of his trademark sticky substance.

"We've been through this before!" Spider-man angrily yelled, dodging the attacks. "Spiders are arachnids! They have eight legs while insects only have six!"

Landing on stage, he kicked one paste gun out of Trapster's hand. The bald man grunted. He then pulled out one of his paste bombs.

"It's all the same!" he asserted as he threw his weapon. "They're pests that deserve to be squashed!"

Spider-man evaded the exploding adhesive. He shot a web at a microphone stand and brought it close to him. He twirled it around like a warrior in a movie. His foe seemed unimpressed, for he threw more paste bombs. The hero easily swung the stand like a baseball bat, sending the projectiles back to the opponent. As Trapster avoided his own attack, the masked ruffian's Spider-sense sounded off.

"Spider-sense! Danger!"

He heard the rattling chain swung by the muscle of the group. He placed the stand in front of him. His quick movement allowed the chain to wrap itself around the band equipment. He then yanked the accessory, pulling the chain out of the malicious warrior's grip.

"I didn't realize the Frightful Four were such fans of rock music!" He vaulted across the stage and launched a powerful punch. "But if you don't have a backstage pass, then it's back to the sitting area for you!"

Thundra wailed as she crashed among the chairs.

Spider-man turned and focused on The Wizard.

The man in the purple armor scorned, "Don't think you can take us down so easily, Spider-man."

"I was planning on spending this afternoon listening to the band," Spider-man replied. "But since you scared 'em off, I guess I can spend it chasing after you."

Another member of the team jumped onstage. Klaw rose one hand and unleashed a powerful soundwave.

Spider-man jumped aside from the blast. He encircled the entire stage. He failed to notice one of the paste piles left from the previous mess. His foot was caught. He tried to free it when he was blasted with sound. He covered his ears. "Hey! I'm not looking to lose my hearing just yet!"

On the other end, Patrioteer scanned the area once more and noted that all patrons had made their escape. He looked behind him and saw Spider-man taking on the pernicious team. However, his ally was trapped. He set his repulsor boots and flew his way closer to the stage.

"What's wrong, Spider-man?" The Wizard smirked. "Isn't this the type of sound your generation adores?"

The teen in the web-themed suit dropped to one knee. He looked through his scrunched eyelids for an escape route. He barely spotted his partner coming from behind.

Patrioteer understood that his friend was in trouble. He set his sights on Klaw. The villain who manipulated sound was the one who sent him to the hospital all while the Frightful Four was searching for Spider-man. He vaulted himself closer to the adversary in the red suit. He delivered a powerful punch to the jaw. He then gave a strong blow to the gut.

Spider-man was grateful that the deafening sound stop. "Music or not, my ears are gonna be ringing for the next week."

He cleared his head. He was pleased to have someone for a team of tag. He watched as Patrioteer relentlessly pound Klaw. The young Osborn slammed another shot, sending the criminal across the stage. Patrioteer activated his boosters in preparation to hunt down Klaw. Spider-man couldn't allow the S.H.I.E.L.D. trainee to cruelly harm the villain. He at once pulled his foot from the viscid trap. He bounced himself towards Patrioteer. He placed one hand over his teammate's to cease his assault.

"Woah! Easy there, Patrioteer," he gently commanded. "There's no need for this level of violence. Remember, we're heroes!"

The young adult in the suit realized his mistake. During his time learning new strategies, he understood the slippery slope heroes face when fighting against criminals. Looking at his hands now covered in armor, he regained his purpose. "Right, heroes."

"Let's get back to…" Spider-man trailed off as the stage soon became engulfed with the band's amps, speakers, and drum kit floating around them. His eyes landed on The Wizard.

The man with the mustache smirked. He had placed his anti-gravity devices on all the equipment. "How about a little band practice?"

"Don't forget about us!" Trapster shouted as he and Thundra re-entered the scene.

Spider-man and Patrioteer stood by each other.

"Any ideas?" Patrioteer asked, looking for guidance.

"Yeah!" the leader nodded. "Watch each other's back while we take these guys down!"

The chaos on the stage was tough to handle. The pair had to dodge the sticky snares of Trapster, the powerful strength of Thundra, and all the flying band gear. Spider-man yelped anytime a microphone or a drum stick knocked the side of his head. Patrioteer, meanwhile, tried his best to keep up with Thundra's stamina. Now he was on the receiving end of the tussle. The bad guys grinned as they believed they had the upper hand.

"We need something to give us the advantage!" Spider-man called to his teammate. He looked up. Past all the flying supplies was the stage lights. "That'll do!"

He shot a web towards the ceiling with The Wizard following him.

Patrioteer caught what his partner was up to. Taking the hint, he used his boosters to launch himself away from Thundra and Trapster. He landed by the industrial-sized fog machine. He flipped a switch, activating the device. Smoke began to pour out from the hole. He turned the knob to its maximum capacity. The whole stage and the first few rows of the arena were covered.

"Can't see!" the villains griped.

Because of their lack of sight, they didn't notice the hero in the suit sneaking behind them. Patrioteer belted the foes, knocking them out. Once they were out of the way, the young Osborn used his repulsor jets and caught as much as the band equipment he could. He pulled off the anti-gravity device and gently placed down the amps and speakers onto the stage.

As his teammate controlled the music supplies, Spider-man clung to the stage lights above. He turned one of the lights and shined it directly on his enemy. The immense light blinded The Wizard.

"Can't see!" he protested.

"Not to worry, Wizard!" Spider-man yelled. "Soon you'll be seeing stars!"

He released his hold on the stage lights. He made a fist and landed it onto his enemy's face. The Wizard dropped and landed near his teammates. Spider-man safely came to his feet. He studied the wreckage. "I'm sure the concert hall was looking to repaint the scene anyway."

He then spotted another member. Klaw appeared like he was making a run. Spider-man sprang across the stage and came in front of the villain.

"Leaving so soon?" Spider-man asked. "You should stay for the encore!"

Patrioteer flew by his partner and delivered the final blow.

Sirens sounded off in the distance. The duo left the nefarious squad tied up on stage. A note was left on the villains with an image of a chibi Spider-man and a chibi Patrioteer.

"Sorry about today," Spider-man said remorsefully to his teammate. "I bet you weren't expecting to celebrate your birthday fighting evil."

The pair stood on top of a building away from the battle scene so the local law enforcements could do their job. They also used the secluded area to talk in peace. The weather temporarily cleared up as one pack of clouds made way for another oncoming set. Meanwhile, the two watched a gorgeous sunset across the city they had protected once more.

Patrioteer removed his visor and grinned, "Are you kidding? Today was awesome!"

Spider-man blinked confused. "Seriously? Even with the interrupted show?"

"All I wanted to do was spend the day with my best friend and have dinner with my dad."

Spider-man lifted a suspicious eyebrow. "Really?"

"OK, after all us S.H.I.E.L.D. trainees went to the waterpark for some fun last weekend."

Assured by his friend, Spider-man smiled under his mask.

((Harry's birthday has always been tough for him. His mom, Emily Osborn, passed away some time after Harry was born. The grief of losing his wife sent Norman into a workaholic state, leaving Harry to spend his special day alone. I may not have always gotten the gifts I wanted, but at least I had my aunt May and friends around. And now that Harry knows I'm Spider-man, I don't have to leave him hanging anymore.))

The two heard a familiar, booming voice encase the city. They turned their attention to the giant screen belonging to The Daily Bugle Communications.

"Spider-man, the web-slinging menace, is at it again!" Jameson screeched. "We have exclusive footage of him disrupting a concert! And he had the nerve to bring an accomplice with him!"

An image of Patrioteer fighting alongside the web-head came on screen.

"This new guy is clearly under Spider-man's wicked methods!" Jameson berated. "He better abscond his ties with Spider-man before it's too late!"

"Wow, harsh," Patrioteer responded flatly.

"Welcome to the club," Spider-man replied.

"And you had to deal with that all the time?"

"Pretty much. But this is Jameson on a good day."

"I bet Oscorp can find a better news anchor. This city could use a fresh face on that screen."

"Hmm…" Spider-man pondered the delight in someone praising him for once. His imaginary head enlarged and then exploded from an overblown self-image. "Nah, we got other things to worry about. We need to figure out why the Frightful Four attacked the concert."

"Think they wanted to cause a riot?"

"Maybe. But in the past they've been working under someone else."

"If we're gonna head over to the Triskelion before we go back to your place, we should get going. Dad plans to pick us up there."

"We'll also need time to change. I don't need any more stains on this. It's gotta last me the week."

"Definitely." Harry then smirked, "And, no offense, Pete, but I don't want my dad thinking the worst if he sees you in costume when it's not Halloween."

"Or when there isn't a comic book convention in town…" Spider-man then realized something important. "Wait, you mean you haven't told Norman about me? The me who's under the mask?"

Harry dropped his lively expression and stared at his friend. "I don't think that's my decision to make."

The pair fell into an uneasy silence.

((It's good that Harry knows I'm Spider-man. Things have never been better between us. It's just not always easy letting those close to you know about your powers and responsibilities when they could put everyone in harm's way. I'm glad that Harry respects my privacy. I just hope that when I do tell Norman about this, he won't go stormin'. I'd hate to lose my friendship with Harry after everything we've been through.))

"Let's refocus on finding more about the Frightful Four!" Spider-man chirped. "Off to the Triskelion we go!"

He flicked a web and began his way.

Harry's smile faded as he briefly watched the costumed ruffian get a head start. A tiny pit grew in his stomach. He placed his visor back on and followed his web-slinging friend.

Unknowingly, the two were being watched by a machine.

"Interesting," a low voice remarked. A screen played and replayed two heroes taking down the Frightful Four. "The young Osborn has improved controlling that armor suit since the last time we met. And he's been teaming up with Spider-man. Working together to bring down the Frightful Four. Playing hero. How pathetic."

A second screen showed the heroes leaving the skyscraper where they had stood on. And another camera panned over to the malicious quartette as they were brought in once more.

"It'll only make my revenge that more satisfying."

An elegant, black limo drove down the crowded streets. The headlights and many streetlights reflected brightly against the drizzle that overcame the city once more. Though web-slinging provided a fun method of transportation, sharing a vehicle with friends was always a better option. It was less compact compared to the buses and subways. There was room to breathe. And a heater to enjoy from the cold.

"How was the concert?" Norman asked. "Was it entertaining before those criminals came by?"

"Of course," Harry insisted. "We had a great time."

The head of Oscorp sat opposite of his son and Peter.

((We looked into the Frightful Four over at the Triskelion and found zilch. We'll have to wait and see if they break outta prison and have any further plans to disrupt the city. But for now, time to enjoy just being Peter Parker hanging out with his best bud and his no longer crazy dad.))

Norman turned to his guest. "And you, Peter? Did you manage to make it to safety while my son and Spider-man fought off those crooks?"

"Oh, yes," Peter politely nodded. "Harry did a great job teaming up with Spider-man."

"My son telling you he was Patrioteer didn't alarm you?"

"It was a little shocking to find out. But he handled everything well." Peter's smile widened. "And he gets to team up with Spider-man. That's cool."

Norman raised an eyebrow in amusement. "You really look up to Spider-man, don't you, Peter?"

"Well, he's a guy who stands up for justice even when times are tough. He's also very intelligent and an excellent strategist. I bet there's a handsome face underneath the mask that attracts all the girls—"

"Let's not get out of hand," Harry interrupted, elbowing his friend. "We don't need to give Spider-man a bigger ego than one he already has."

Peter grinned, "Just trying to give credit where credit is earned."

The limo drove on in the rain to one of the best restaurants New York City had to offer. Those riding in the luxurious vehicle held no clue as to what true terror would soon unfold. A certain monster was set to rise again. The heroes fighting against it would need to enact a smart plan to finally escape it, lest it brings about the end for one of them.

To be continued…