by Gunman

Disclaimer: I do not own Ai Yori Aoshi or Iron Man, or even The Avengers.

Summary: Kaoru is introduced to a Japanese-based team of superheroes, created by the SHIELD organization, but gets the shock of his life when he finds out who the team comprises of.


Chapter 3
Armor and SHIELD


While Kaoru was talking to HOMER about the armors, and Aoi, Miyabi, Tina, and Taeko were being given a tour of the Stark Asia facility by Pepper, a bald-headed, dark-skinned man with an eye-patch over his left eye, a long black trench coat, pants, boots, and a gun underneath his left arm. Behind him, were three unique individuals who didn't look too happy about being there.

"I don't like this, Nicky." the tallest of the trio, a woman with green skin and hair, said.

"Don't call me that." the eyepatch wearing man said.

"Well, what would you like me to call you?"


"Not gonna happen, one-eye."

"Oh, quit bitching, Jen. We've been listening to it for the last two hours already." the shorter woman in a red outfit and brownish-red hair said.

"At least the trip was short, thanks to that new Hyper Quinjet that SHIELD provided us." the third woman, who looked like a humanoid tiger woman in a bikini, said.

"I just don't see why we had to come here, to Japan of all places!" Jen said. "I mean, don't get me wrong, it's a beautiful country, and damn if I don't look good in a kimono, but what are we doing here? Isn't there anyone else you could have brought in for this?"

"Actually, no." Fury said. "You, Wanda and Greer were the only ones available to temporarily help this Kaoru guy while the other Avengers are in the other countries."

"Yeah, yeah, yeah. Captain America, Wasp, Vision, Quasar and Hercules are helping out Simon West in New York."

"Ms Marvel, Thor, Sersi, Black Knight and Black Widow are helping out Marceau Verdant in Paris, France."

"Black Panther, Giant Man, Triathlon, Firebird and Crystal are helping out Ayo Kwami in Kenya."

"And Hawkeye, Wonder Man, Spider Woman, Stingray and Moondragon are in Australia helping out Nick Duneland in Sydney."

"Which leaves us the only available Avengers to handle the Japanese mission of making sure that this Kaoru Hanabishi is onboard with the Avengers Initiative."

"Though that doesn't explain why super spy Nick Fury is here."

"I'm here to make sure you four don't cause more trouble than necessary." Nick said.

"Oh? Well, that's going to be easy. Since there are only THREE of us here."

"What?" Fury gasped as he looked around and indeed noticed that one person was indeed missing. "Where the hell is..."


"...Spider Man!" he gasped as the webslinger in question flew through the glass window and came crashing down right in front of them.

"Spidey! What happened?" She-Hulk shouted as she raced over to him.

"Ran into... some old friends." he said weakly. "They just wanted to stay... help?" he said as six figures exploded into the main lobby of the Stark Tokyo building.

Spider Man's old friends included the mechanical armed Dr Octopus, the super strong Rhino, the shapeshifting Sandman, the mechanical-tailed Scorpion, the electrical-firing Shocker, and the high-flying Vulture.

And all of them were out for blood.


On the monitor, Kaoru saw what was going on upstairs and he grimaced.

"HOMER!" he shouted.

(Yes, Kaoru?) the AI replied.

"Need to suit up!"

(Which armor do you want?)

Kaoru thought for a minute before answering.

"War Machine!"


She-Hulk punched Rhino hard in the jaw, sending him backwards.

Tigra tackled Scorpion, dodging his tail in the process.

Scarlet Witch blasts Sandman with her Hex bolts, pushing him back.

Nick Fury shoots Shocker, only to have his armor repel the bullets.

Spider Man dodges Dr Octopus, playing up his agility and speed all the more to avoid his tentacles.

Vulture was flying around the lobby waiting for his opportunity to attack, when Miyabi and the others came in and saw all the fighting. Quick as lightning, Vulture snatched up Aoi. But before he could demand the heroes surrender, a new player entered the field.

"Let The Woman Go Immediately, Or I'm Going To Fry You Like A Chicken!" a mechanically synthesized voice said as a gray and black armored man with several weapons on his arms and back said.

However, everything changed when Sandman enveloped The Scarlet Witch in a sandstorm and she lashes out with her powers.

As a result of this, her powers strike one of the stone statues in the lobby.

It was this moment that changed everything for everyone, because inside the statue was a crystal that had been hidden for centuries. This crystal, once fully energized with the Scarlet Witch's Mutant Hex power, caused a massive explosion that lashed out in various ways to everyone in the lobby.

However, while it didn't strike the villains, or Nicholas Fury, or even War Machine, it did strike the members of the Sakuraba Mansion, as well as the superheroes.

Spider Man was blasted by the energy bolt, his powers transferred to Tina.

Scarlet Witch was blasted by the energy bolt, her powers transferred to Taeko.

She-Hulk was blasted by the energy bolt, her powers transferred to Miyabi.

And Tigra was blasted by the energy bolt, her powers transferred to Aoi.

When the light of the crystal died down and vanished, the disoriented heroes found themselves easy prey for the villains.

War Machine, however, quickly went over to his friends while the villains quickly rounded up the heroes.

"Are you all alright?" Kaoru asked, staring at Aoi, who was now transforming before his eyes.

The kimono-wearing girl in question suddenly sprouted cat-ears and a prehensile tail, while her blue hair suddenly turned orange with blue stripes across it, her finely manicured fingernails growing out into sharp claws. And her once sparkly blue eyes turning into yellow, cat-slitted irises.

Tina and Taeko were for the most part unchanged, but when Kaoru looked at Miyabi, he swore her skin and hair color were changing color to a deep hue of green. What's more, her arms and body seemed to grow and expand, gaining more muscular definition, even as her clothes started to rip and tear from being too small. It was oddly amazing that her underwear remained intact.

The transformation was complete in seconds, as a now 6'6" amazon woman towered over Kaoru.

"Uh... Miyabi-san?" Kaoru gasped, lifting up his faceplate.

"WHAT?" the green-skinned woman glared.


The group suddenly turned back to see Nick Fury and his companions unconscious and surrounded by the six villains, who were about to eliminate them once and for all.

"Time to go to work." Kaoru said, his faceplate sliding down over his face.

"Time... to exterminate these pests!" Scorpion said as he raised his tail to strike hard at the new defenseless Spider Man.

"Wrong!" War Machine shouted as he blasted the green-skinned creature with a repulsor blast.

"I'm Gonna Tear You To Pieces!" Sandman shouted.

"NOO!" Taeko shouted as a bolt of energy fired from her hands and turned the Sandman into a statue. "Huh? What?" she gasped in shock.

The other villains were so shocked at what happened, they didn't see the other new arrivals join in the fight.

"She-Hulk Smash!" Miyabi shouted as she ran in and punched The Rhino down with one hit.

"This is so cool!" Tina shouted as webbing shot from her hands and latched onto Shocker. "Weird and creepy, but cool!" she said as she yanked hard on her webbing pulling Shocker off his feet and slamming him into Vulture.

"I Will End Your Lives!" Dr Octopus shouted as he leapt at War Machine from behind.

"YOU WILL NOT!" Aoi shouted as she leapt at the metal-armed villain with a speed and ferocity she didn't know she possessed.

Though her movements were hindered by her kimono, the impact was sufficient to knock Dr Octopus back and into a wall.

The villains were quickly defeated, and Tina used her new webbing to tie them up.

It was at this time that Nick Fury and the other heroes suddenly started coming around.

"Oh... what happened?" Fury groaned.

"That... is a long story, sir." Kaoru said. "And I think it's time we had one."

(Stark Asia Conference Room)


"Okay, first of all, stop shouting." Jennifer Walters groaned. "I'm not deaf. Secondly, it's the only explanation I can think of."

"Right. Because we can't use any of our powers now." Greer Nelson said

"Tigra's no longer a tiger woman. She-Hulk's no longer big and green." Nick Fury said.

"I can't stick to walls, fire my webbing, and my strength is totally gone." Spider Man said.

"And somehow, my roommates now possess all of your powers." Kaoru said, out of his armor and now surrounded by the four super powered heroines.

"Which is really odd to us." Tina said, shooting webbing all over the office. "I think I'm getting the hang of this!"

"Well would you stop it? You're making a mess of things!" Miyabi said, growling at the blond American girl while picking webbing out of her own face.

"And this crystal had something to do with it." Taeko said, examining the softball sized crystal that she had found in the statue in the lobby.

"Can you somehow use it to restore our powers?" Wanda asked. "I mean... if it's not too much of an inconvenience to all of you?"

"I'm not sure if I can." Taeko said.

"Please try!" Jennifer said. "It's bad enough being vulnerable, but to have no powers at all... it's not a good thing. Especially with the enemies we've made over the years."

"Taeko-chan? Can you do it?" Kaoru asked.

"I... I don't know." Taeko said. Plus I'd really like to see what kinda of magic powers I have.

"Perhaps I can help." Wanda said, coming over to the busty girl.

Wanda instructs Taeko how to use her new powers, but the clumsy girl backfires the Hex spell and causes a slightly different transformation of powers.

"Oh no!" Nick Fury gasped as the Taeko shot a bolt of energy into the crystal, only to have it shatter and beams of energy blasting the four former heroes.

All at once, a different transformation occurred.

Jennifer Walters didn't return to her green-hued amazon state. Instead, she felt her back suddenly clutch in pain, as four spider-like legs shot out from behind her and lanced around to the front, even as her arms started to twitch and suddenly squirted webbing from her wrists.

Wanda Maximoff didn't regain her mystical Hex powers. Instead, her body felt altered, which was evident when she sported a pair of red cat ears, a tail, long sharp claws, and black stripes over red fur that covered her body.

Greer Grant didn't regain her feral tiger powers. Instead, she grew in physical size to 6'6", ripped with muscle, her original skin-tone, and a long black hair danging behind her.

Peter Parker didn't regain his proportionate spider-like abilities. Instead, his hands started glowing as bolts of energy suddenly shot forward, turning a painting of a panda, into a real live panda.

"WHAT THE HELL?" Nick Fury gasped.

"I've got Spider Man's powers?" Jennifer gasped looking at the webbing coming out of her wrists. "And something else!" she said, looking at her new 'legs'.

"I've got Tigra's powers!" Wanda shouted, staring at her pointed claws with horrified shock.

"I've got She-Hulk's powers!' Greer shouted, staring at the reflection of herself in the window of the conference room. "Not that I'm complaining. Damn I'm sexy!"

"And I've got the Scarlet Witch's powers?" Peter gasped as Tina was now snuggling the panda in her arms.

"Can we keep him?" Tina asked, hugging the baby panda tightly.

"Absolutely not!" Miyabi shouted. "And it's a baby for crying out loud!"

"Then we could train it! Please?" the blond begged.

"What did you just do?" Nick Fury asked Taeko.

"I Messed Up Again!" Taeko cried, literally, which caused Fury to sweat drop.

"Oh, boy." the master spy groaned. "Great! Just great!" he said, looking at Kaoru. "Your people have new powers, and my people have switched powers. Just great!"

"So what does this mean, exactly?" Wanda asked.

"It means, unless we can find a way to fix all this, each of you is going to have to learn a whole new set of skills and abilities. To say nothing of teaching these rookies how to use their new powers."

"Teaching us?" Aoi asked.

"Yeah." Fury groaned. "And this is going to be a lot of fun!" he groaned.


With no way to return their original powers to them, since Taeko was too clumsy and Peter too inexperienced, Fury decided to have the group train to master their new powers.

Peter taught both Tina and Jennifer how to use their new spider powers.

Jennifer taught Miyabi and Greer to use their new super strength.

Greer taught Aoi and Wanda how to use their new feral powers.

Wanda taught Taeko and Peter to use their new Hex powers.

And while this was going on, Nick Fury talked to Kaoru about this 'Avengers Initiative'.

"And that's why we need a tough team on hand to deal with these threats." Fury said.

"But if what you're saying is true, and these supervillains are only a small part of the difficulty that lies ahead, I'm not sure I'm up for this." Kaoru said.

"You're Stark's successor, kid. One of them anyway. Aside from inheriting the business end of Stark Enterprises, you've also inherited the Iron Man armor. Which you've already used."

"That's different. I'm gonna need a lot more training in order to handle things on my own."

"On your own?"

"Well, I can't ask your people to stay and help me, and I can't ask my fiancée and my roommates to shoulder this responsibility."

"From what I've seen, you don't have much choice. They've got their own powers now, so they'll be able to help you no matter what. And besides, they don't seem the type to just let you fight alone."

"Yeah, I know." he groaned. "I just... I just wish I didn't have to ask them to become a superhero team."

"Look kid, as Spider Man is so fond of saying, 'With Great Power, Comes Great Responsibility'. That means you have to be accountable for everything you do from here on in. Your armor, their powers, everything. Understand?"

Kaoru sighed. "Yeah. I kinda figured you were going to say that."

"Good. Because it's not like you're gonna have much choice in the matter."

Kaoru gave him a sour look.

"You need to start thinking about super hero names." Peter Parker said to the group.

"Well... since we can't take your names... I will be ... Gammazon!" Miyabi said.

"And I'll be... Spider Girl!" Tina said.

"I will be... The Crimson Sorceress!" Taeko declared.

"And I will call myself... Blue Tiger." Aoi said.

The heroes looked at their Japanese counterparts and smiled.

"And until further notice, I guess we'll need new names as well." Peter said.

"I suppose so." Wanda groaned.

"So... I'll be... Arachno Girl!" Jennifer said.

"And I'll be... Amazon!" Greer said.

"I guess I'll call myself... Crimson Cat." Wanda said.

"And I guess I'm gonna have to be... The Web Wizard!" Peter said.

"We can discuss this later."Fury said. "We've got things taken care of here, so we can head home."

"Head home? Like this?" Jennifer gasped. "And what if we get attacked by our enemies while we've got these new powers? We've barely had time to practice with them!"

"We've had enough time to get used to them, Jen." Greer said. "We just have to remember that we can't do things the same way anymore. At least until something else comes along that can restore our original powers."

"Yeah, and I'm not looking forward to explaining this to the rest of the Avengers." Peter said.

"What do you mean?"

"Well... things have changed, right? If they needed muscle, they went to She-Hulk. If they needed ferocity, they went to Tigra. If they needed magic powers, they went to Scarlet Witch. If they needed my spider powers or my brains... well they'll only get one of those now."

"Right, right, right. They're gonna have to get used to this new change just like the rest of us." Jen said.

The groups said their good byes and parted ways.

But as they left, Kaoru and the girls had yet another major issue to deal with.

"So... what are we gonna wear now?" Tina asked.

"Wear?" Kaoru asked.

"Uh, yeah! We need costumes! Something Sexy and Bold! Something skin-tight that will get lots of attention!"

The group sweat-dropped and face-faulted at hearing those words.

"How can you think about that at a time like this?" Miyabi growled, her eyes flashing green at what the blond girl was saying.

"Calm yourself, Miyabi-san. Calm." Aoi cooed softly.

"Yes. Calm. Calm." she breathed. "Need... to... keep... calm. Don't want to turn into a green she-hulk again."

"But... Tina-san does have a point. If we're going to be superheroes... then we're going to need some kind of disguise. Right?" Taeko asked.

The group looked at each other and sighed.

"I suppose she's right." Miyabi said.

"I've already got my outfits, thanks to Mr Stark." Kaoru said.

"Yeah. So we need to come up with our own costumes. Especially landlady-san." Tina said.


"Yeah! You're such a cute little kitten, we need to get you something to wear that will be appropriate to your cat-like nature." Tina said with a grin.

Kaoru was blushing as he heard Tina say that. Miyabi was starting to go green at this.

Mostly from the fact she wanted Aoi-sama to become a superhero and fight bad guys.

No! It was unacceptable! She'd do the fighting for both of them if necessary. Heck, she had the strength of an army now, she could easily do it.

"Tae-chan will be a sexy sorceress!" Tina said.

"Tina..." Kaoru said.

"Manager-san will be a bodybuilding amazon warrior!"

"Sempai..." Taeko said.

"I'll be the seductive spider maiden... maybe with a web-patterned swimsuit!"

"Tina!" Aoi cried.

"And we'll put Landlady-san in a bikini!"

"TINA!" Miyabi shouted.


The others just watched as Tina leapt around the yard with an enraged emerald-skinned woman on her heels. The panda and ferret watched in confusion.

"Ladies and gentlemen, the heroes of Japan." Kaoru groaned as Aoi just held his hand reassuringly.


Author Notes:

I hope no one minds this, but I recently gave up my mainstream story to Arsao Tome who wanted to write up the story since it had been so long since I updated it.

As a result, I wrote up an even crazier version of what happened, and added a dozen other characters for the sake of fun. I hope everyone enjoyed this little update and will give me lots of reviews for this.