Disclaimer: I own nothing

Spoiler Alert: If you care and have not watched up to Heroman ep. 10, there be some spoilers ahead.

Marvel Team-Up: Spider-Man and Heroman

Peter Parker sighed as he looked out the window of the airplane he was riding in. Below, he could see the great, dry expanses of the American southwest. He was currently on a plane to the west coast metropolis of Central City.

Peter ran his hand through his medium brown hair as he thought about why he had been sent there. Just a week ago, the city had been beset by a race of bug-like aliens calling themselves the Skrugg. They had landed in the city, and set out to take over the entire planet, unleashing troops armed with advanced weapons and a group of giant, indestructible spheres that rolled over anything in their path. The Avengers and the Fantastic Four had both set out to defeat the invaders and destroy the spheres.

Though they had kept the Skrugg soldiers at bay, none of the heroes were able to stop the spheres. It only got worse as one of the spheres set itself on a collision course with the White House. But as it came within eyesight of the White House, the Sphere suddenly ground to a halt. In fact they all did, at the same time. It was only later that the heroes found out that somehow the Skrugg mother ship had been destroyed, halting the spheres and somehow taking all the remaining soldiers with it. All that remained were the spheres, Skrugg ships, and the chest pieces of the Skrugg's armor.

Now Central City was in the middle of reconstruction, and Jameson had dispatched Peter and Ben Ulrich to report on it for the Daily Bugle. He also wanted to see if they could dig up anything on how exactly the Skrugg had been defeated.

"Attention passengers, we are now preparing to land at Central City Airport," the pilot announced as the "fasten your seatbelts" sign blinked on.

Looking out the window again, Peter could see they were now over the city. As he examined the layout, his eyes widened at the sight of a giant crater sitting on the edge of the city.

"Wow," Ben said, looking over Peter's shoulder, "That must have been where the mother ship was."

"Yeah," Peter agreed. He decided that this was going to be a very interesting trip.

Later,

The sun was setting as Peter and Ben stood on the edge of the crater, which occupied what used to be the cities industrial sector. Peter took some quick photos, marveling at the size and perfect shape of the crater.

"Pretty impressive," Ben stated, as if he was reading Peter's mind. Peter nodded in response.

"Hey so, I'm going back to the hotel to get a jump on this article for J.J." Ben informed Peter.

"Okay, I was going to go find a bite to eat," Peter responded.

"Alright, don't get lost, Parker," Ben said, before waving and walking away.

Peter took a moment to look over the crater, before turning and walking away himself.

After walking for awhile, Peter came across a small diner in a more suburban section of the city. Shrugging his shoulders, he decided this was as good a place as any and headed inside. A bell jingled as he opened the door signaling his arrival.

"Welcome!" a tall, African-American man bellowed from behind the counter. He had short, black hair and a goatee, which was stretched by his large smile. He wore an apron over his white t-shirt and black slack. He stood with one hand on his hip, flexing his impressive muscles.

"What can I get for you?" he asked.

"Um, some food would be nice," Peter said sheepishly.

"No problem. Have a seat at the counter and Joey will get you a menu," the man explained, gesturing towards one of the empty stools.

Peter sat in one of the stools, glancing at the man sitting next to him. He was an older man. His hair sweeped out sideways from his head and was a mixture of brown and grey. He had a grey moustache and wore glasses over his brown eyes. He also wore a brown sweater over a white shirt, and a pair of grey slacks.

"Hey, do I know you?" Peter asked, a strange sense of familiarity washing over him.

"Can't say ya do," the man replied, before glancing at his cup of coffee, which had been refilled, "Thanks Joey."

"Sure thing, Stan" the boy in front of him said.

The boy was about 15, with dirty, blond hair that came down to his shoulders along with blue eyes. Under his apron, he wore a yellow and white striped shirt and black pants. He smiled as he put the coffee pot down before grabbing a menu and bringing it over to Peter.

"Here you go," he said cheerfully.

"Thanks," Peter replied.

"So are you here helping with the reconstruction?" Joey asked.

"Nah, I'm a photographer for the Daily Bugle. Name's Peter Parker," Peter explained, holding out his hand.

"I'm Joey Jones," Joey replied, shaking Peter's hand.

"Nice to meet you Joey," Peter greeted, "So how are the burgers in this place?"

Later

Peter was wandering back to hotel along the now dark streets. The diner he had been in had been closing down as he had left, so he thanked Joey and the cook and had went on his way. Eventually, he came to a corner, and, after looking around, he decided Ben might be angry with him, because he felt he might be lost.

Suddenly, a sharp tingling sensation came from the base of his skull. His Spider-Sense's warning had Peter immediately on alert. A second later, a van came screeching around a corner. The van swerved wide and Peter was forced to dive to the side to avoid it as it drove over the skywalk.

Quickly rolling to his feet, Peter whirled around and watched the van, catching a glimpse through the van's windows. The first thing he saw was a young, blond girl in a cheerleader outfit getting pulled into the back. Then he noticed was the driver.

The drive wore a full body suit colored yellow and brown, with cross-stitching across the chest and face. The most noticeable part where his gauntlets, which were large and metal, with two metal rings near the wrists and mid-arm.

"Shocker," he said to himself, his eyes narrowing, "The hell are you doing here?"

Peter rushed forward, darting into an alleyway. He quickly pulled his mask, gloves and web-shooters out of his pockets. Then he threw off his jacket, before pulling his shirt open, revealing the spider symbol over his red and blue costume. Whipping off the rest of his clothes, Peter put the rest of his costume on.

Leaping forward and clinging onto the wall, Spider-Man quickly climbed up one of the walls and onto the roof of the building. Having nothing to swing from, he quickly leaped across the rooftops, following the van. Eventually, the van drove into what was left of the industrial sector, and pulled into a warehouse, the door closing behind it.

Spider-Man quickly began looking around for a hidden way inside. As he did, he noticed another figure sneaking around on the ground. Narrowing his eyes, Spider-Man leaped down, landing silently behind the person. Walking up behind the person, Spider-Man tapped the person on the shoulder.

"Hey, you know this is trespassing, right?" he quipped.

The person turned around, and Spider-Man's eyes widened behind his mask. It was Joey, the kid from the dinner, now wearing a hooded, black jacket in place of his apron along with a backpack slung across his shoulders.

"S-Spider-Man!" Joey exclaimed, before quickly covering his mouth. Looking around he saw that he hadn't alerted anyone.

"What are you doing here?" Joey whispered.

"I could ask you the same thing," Spider-Man pointed out.

"My friend Lina was just kidnapped, they came here," Joey explained.

"She a cheerleader?" Spider-Man asked.

"Yeah, how did you know?" Joey questioned.

"I saw her get grabbed too," Spider-Man stated.

"We have to save her!" Joey exclaimed.

"Look, kid. This isn't just some gang of thugs. There's at least one supervillain in their, and if my suspicions are correct, there are probably more. Now, go and call the cops, kid. I'll handle this."

Spider-Man turned, leapt up onto the wall, and began climbing towards one of the windows.

"Wait!" Joey cried, "I'm the one who defeated the Skrugg!"

"What!" Spider-Man asked, stopping dead in his tracks.

"Well, it wasn't just me. I had help," Joey explained.

"From who?" Spider-Man asked, leaping back down to the ground.

"From Heroman!" Joey said gleefully, before reaching into his backpack, and grabbing something.

Holding it out in front of himself, Joey showed Spider-Man what appeared to be a small robot. It was white in color with a blocky torso and head. Its legs ended in wheels while its arms ended in small pincers. Its face was black, with a minimalistic face drawn on.

"Your toy helped you?" Spider-Man asked, confused.

"Well, um, he doesn't always look like this," Joey replied, scratching the back of his head in embarrassment.

He placed the toy on the ground before stepping back. He reached into his pocket, pulling out a small, white, circular remote control. Holding it above his head, Joey pushed two buttons on opposite sides of the remote. The remote seemed to digitalize, turning into white light. The light swirled around Joeys hand and arm before reforming. It was now a white, smooth, fingerless gauntlet, with a circular touch screen on the back of the hand.

Joey quickly spun his finger around the touch screen, causing a blue circle to form and spin around the screen's edge. Putting his finger on the circle, he caused a small section to break off and shoot to the center of the screen.

"Heroman…ENGAGE!" Joey shouted, slamming his whole hand on the screen. Sparks of blue electricity surged from the gauntlet. At the same time, the toy robot suddenly began to glow electric blue too as sparks of energy shot off from it. Then, before Spider-Man's eyes, it began to grow, enlarging until it was taller then the webslinger himself.

The light faded, and Spider-Man saw that the toy had completely changed. Before Spider-Man now stood a twelve foot tall robot. It wore bulky, white armor, which was particularly large around its shoulders and lower arms, with the areas in-between the armor colored blue. Its pincers were now replaced by blue, fully-articulated hands. Its legs now ended in square, red colored pegs instead of wheels. A red line ran across its chest and down both arms while lines of blue, dotted with white stars, ran from its armpits down the sides of its torso. Its face was fully detailed, now colored white with blue eyes. It frowned down at Spider-Man.

"Whoa," Spider-Man whispered in awe.

"This is Heroman," Joey introduced.

"Um, hi," Spider-Man greeted, holding out his hand. Heroman looked at Spider-Man quizzically before awkwardly accepting the gesture.

"Strong silent type, huh?" Spider-Man asked.

"Yeah, something like that," Joey answered with a smile.

"Alright, you two wait here. I'm going to go see what exactly it is we're dealing with," Spider-Man explained.

Joey nodded and Spider-Man turned and leapt back onto the wall. He quickly scaled up its side before peaking into a window near the roof.

Looking in, Spider-Man saw that the warehouse was mostly empty, with a few crates scattered about. The warehouse also had a catwalk, near the back of the warehouse. A small shed-like building sat on the catwalk, which Spider-Man knew must be an office of some kind.

Near the office, he saw Shocker struggling with the girl, before he shoved her into the office and slammed the door. Perched near by was a bald elderly man dressed in a green bird suit. On the main floor were four other people. One was a man with dark hair and a mustache, dressed in a brown vest, brown pants and combat boots. He carried a number of weapons on his person. Another was a giant of a man, dressed in a rhino suit. The third man was dressed in a green jumpsuit with a yellow mask that resembled lightning bolts. Bolts of electricity shot off of him periodically. The finally man was dressed in a green suit with a long, scorpion-like tail coming off of it.

Spider-Man leapt back down to where Joey and Heroman were waiting.

"Well?" Joey asked, anxiously.

"Looks like your friend was kidnapped by an incarnation of the Sinister Six," Spider-Man explained.

"The Sinister Six?" Joey asked.

"Yeah a group of supervillains I've tangled with back in New York. They all have a bone to pick with me. Specifically, it looks like we're going up against Shocker, Vulture, Kraven, Scorpion, Rhino and Electro," Spider-Man explained.

"So what should we do?" Joey inquired.

"Well if Big Guy here can provide a distraction, I can save your friend. Then we can take down the Six," Spider-Man stated.

"Alright," Joey agreed.

"So I'll take three of them, and Heroman can take the others," Spider-Man said.

"I can help as well," Joey spoke up.

"You can?" Spider-Man asked, unsure.

"Yeah, my gauntlet lets me make force fields and move at super speed," Joey explained.

"Alright then," Spider-Man answered, "I'll sneak in and save your friend while you cause a distraction. Then I'll worry about grounding Vulture and taking down Scorpion. Joey, I'm trusting you to take down Shocker and Kraven. You think Heroman can handle Electro and Rhino?"

"You bet," Joey responded.

"Okay, let's do this," Spider-Man said, leaping back onto the wall and quickly crawling over to one of the windows.

Opening it slowly, Spider-Man crawled through one of the windows. Making sure to stick to the shadow, he stealthily made his way to the office.

'I wonder what distraction Joey's going to make?' Spider-Man thought as he crept.

"Heroman…ATTACK!" he heard Joey bellow.

There was a large bang as the metal loading door fell inward, now sporting a large new dent. As the dust settled, Heroman stood in the now open doorway, with all the Sinister Six focused on him.

'That works,' Spider-Man thought with a shrug, before continuing on to the office.

"Who the hell are you?" Shocker demanded, rushing down to the first floor.

Heroman merely stared down at him, his glare ever present.

"Hey buddy, you deaf or something?" Shocker asked, annoyed, "I asked who the hell are you?"

"Him?" Spider-Man asked. The criminals looked up as he flipped over them, a girl in his arms. He landed gracefully next to Heroman, holding the girl bridal-style in his arms. She was Joey's age, with blue eyes and blond hair tied back into a bun with a blue ribbon, only allowing two long bangs to frame her face. She wore a blue and white cheerleader uniform, with blue, knee high boots.

"Well he's Big Guy, which I guess makes me Rusty the Boy Robot," he quipped as he set Lina down.

"Get out of here," he whispered to Lina. She quickly nodded before running away, as Spider-Man turned back to the Six, who were staring gob smacked at him.

"Didn't like that one?" he asked in a singsong voice, "All right, then I'm Jay, and he's Silent Bob…bitch."

As Spider-Man talked, Lina ran past the door, finding Joey hiding against the wall.

"Joey!" she whispered excitedly, hugging him, "You came to save me."

Spider-Man caught the sight out of the corner of his eye, and smiled under his mask.

'Good for you, Joey,' he thought.

"What the hell are you doing here, wall crawler!" Shocker demanded.

"Well you guys left without saying goodbye, and I felt awfully lonely back in New York, so I decided to come find you guys. I even got some help from the locals. Little did I know you were kidnapping cheerleaders. What's up with that?" Spider-Man asked.

"That girl's dad is one of the main guys helping repair the city. He's rolling in money! So we were gonna-" Rhino answered.

"Shut up, Rhino!" Scorpion shouted, cutting him off.

"Idiot, you're telling him our whole plan!" Shocker yelled.

"So wait, are you the one calling the shots, Herman?" Spider-Man asked.

"Yeah, what of it?" Shocker demanded.

"What, Doc Ock or Goblin weren't available? Or did they just not want to be associated with losers like you anymore?" Spider-Man taunted.

"That's it!" Shocker shouted as his gauntlets began to whir, "I've had it with you, bug!"

He thrust his fists in front of him, firing a concussive blast at Spider-Man. Spider-Man was about to dodge, but was stopped when Joey suddenly appeared in front of him in a blur of color. A split second later and they were surrounded by a dome of blue energy, which easily deflected Shocker's attack.

Looking down, Spider-Man noticed that Joey had turned up his hood to hide his face.

'Not a perfect disguise,' Spider-Man thought, 'but it'll do.'

"Who the hell are you!" Shocker demanded again.

"Another local I ran into," Spider-Man explained, "Now boys, I suggest you surrender. I've taken you all down by myself, and now it's three on five. You don't stand a chance."

"Five? There are six of us here, moron," Electro commented.

"Where Vulture?" Kraven asked.

Looking around, they noticed that Vulture was nowhere to be found. At least, until Kraven looked up and saw Vulture dangling from the ceiling, unconscious.

"You know guys Vulture's age don't have the energy they use to," Spider-Man quipped, "So I put him down for a nap."

"That's it!" Shocker shouted, "Rhino! Crush 'em!"

"Right!" Rhino agreed before charging forward, lowering his head and bringing his horn to bear.

"Heroman…Attack!" Joey ordered, slamming his gauntlet again. At the order, Heroman leapt into action, charging Rhino head on.

"You want to go, punk!" Rhino demanded as he and Heroman slammed into each other, seeming to rock the very building.

"Stick to the plan!" Spider-Man shouted, leaping over Shocker before kicking Scorpion in the face, knocking him back.

"Right!" Joey yelled back, before dashing forward, a blur of yellow and black. Shocker had been distracted as Spider-Man leapt over him, and didn't notice Joey charging him until the boy had thrown a shoulder into him, sending the villain flying backwards.

As Spider-Man twirled through the air, he slammed both feet hard into Scorpion's face. Spring boarding off of it, Spider-Man back flipped through the air as Scorpion was sent stumbling back. Landing gracefully, Spider-Man fired two lines of webbing at the wall behind Scorpion, before pulling himself forward and kicked Scorpion hard in the stomach.

Scorpion stumbled back, but managed to catch himself before hitting the wall. As Spider-Man rushed him, Scorpion lashed out with his tail. Spider-Man dodged effortlessly, leaping over Scorpion and landing on the wall above him.

"Here's web in your eyes!" he quipped, before shooting a blast of web fluid in Scorpion's face. Scorpion roared in fury as he tried to pull the webbing off while Spider-Man quickly leapt away.

Rhino stumbled backwards as Heroman punched him hard in the face. The large man could swear he could see stars as he tried to regain his composure. Heroman quickly walked towards Rhino, hoping to put him down for good. As he approached though, a bolt of electricity suddenly struck the ground in front of him. Turning and looking up, Heroman saw Electro standing in the rafters above him.

"I think it's time for you to stop picking on someone your own size!" he shouted down to Heroman.

Laughing madly, Electro fired another bolt of electricity, forcing Heroman to hop backwards to avoid it. Electro continued to pelt Heroman with electricity, forcing Heroman back as he dodged. Suddenly, Electro leaped forward, turning into a lightning bolt as he did. He struck Heroman hard in the chest, forcing him back. Electricity surged around him as Electro leaped off and reformed a few feet away.

Heroman shook for a few seconds before shaking the electricity off. The few moments he stood stunned there however where enough for Rhino to charge into him, picking Heroman up and slamming him hard into the ground.

"Heroman!" Joey shouted, as he started to head towards Heroman. He was stopped though, when Kraven leapt in front of him, brandishing a pair of machetes. He swung at Joey viciously, the young boy only managing to dodge thanks to his super speed.

As Joey dodged, Kraven swept at his legs with his foot. He managed to catch the boy off guard and Joey was sent sprawling to the floor. As Joey tried to pick himself up, Kraven stood over him, pointing down at him with his machetes.

"You are slippery, like Spider. But you still young, so not so slippery, eh?" he quipped, "You like little fish; too small, so I throw back. But not before I break face, eh?"

Kraven lifted his meaty fist to bring down on Joey's head, but Joey was faster. Leaping to his feet at super speed, he quickly activated his force field. Kraven let out a cry of pain as his fist connected with the field, stopping his punch. Acting quickly, Joey ducked and stepped forward so he was under Kraven. Then he quickly leapt up, causing his force field to hit Kraven and send him tumbling through the air. Kraven screamed as he fell to the ground, directly on a recovering Shocker, knocking them both to the ground.

Scorpion lashed out at Spider-Man again, forcing the wall crawler to dodge every which way. He quickly leapt up to the rafters, before firing a pair of weblines at Scorpion. He snagged Scorpion's tail and leapt to the ground, slamming the other end of the webline to the ground, stringing Scorpion up like a piñata.

As Scorpion dangled, Spider-Man quickly kicked him in the chest, sending Scorpion swinging upwards until he slammed into the roof. Gravity took back over, and Scorpion began swinging downwards again. As Scorpion swung by, Spider-Man leapt to the side and kicked him in the back, sending Scorpion swinging into the ceiling again. Again he swung down, and as Scorpion began swinging back up, Spider-Man did a bicycle kick to the back of Scorpion's head, breaking the webline and slamming his face into the floor, knocking him out.

As Spider-Man stood up, he saw Shocker forcing himself to his feet. He began powering up his gauntlets, and appeared to be getting ready to blindside Shocker with a blast.

"Kid, look out!" Spider-Man shouted pointing at Shocker.

Joey glanced up, before looking at Shocker. His eyes widened in surprise as he saw the air ripple around Shocker. Joey let out a cry of surprise as Shocker fired a large blast at him. Joey quickly used his super speed to dart away, stumbling as the blast passed close to him. The blast went rocketing out the door, where Lina was watching the battle. She quickly pressed against the wall as the blast passed, ruffling her skirt and hair violently as it shot outside.

Joey quickly used his super speed to flank Shocker. Before Shocker realized what was happening, Joey clothes lined him with his gauntlet hand, sending Shocker falling to the floor. Shocker let out a moan of pain before falling unconscious. Joey looked down at Shocker, a felling of satisfaction passed over him. Silently, Kraven stood up and drew a knife, before leaping at Joey. As he flew through the air, Joey's force field surrounded him which Kraven slammed into hard. Joey glanced over his shoulder, and watched as Kraven fell to the floor, out cold.

Rhino and Heroman continued to trade blows, their attacks damaging both their faces. Heroman quickly shoved Rhino back before uppercutting him, sending Rhino stumbling backwards. Before he could rush forward however, Electro leapt in front of Heroman.

"Take this!" he shouted as he blasted Heroman. Heroman let out a surprised cry as the electricity hit him, coursing through his body. Electro laughed as he continued to blast him, but stopped when he saw Heroman was largely unaffected. After the initial surprise, Heroman simply crouched low and clenched his fists, staring daggers at Electro.

"What!" Electro said in confusion.

"Heroman was created through a lightning bolt," Joey explained as he held up his gauntlet, "So if you try to use electricity to defeat him, you'll never win!"

Electro took a step backwards in fear as Heroman stepped forward as his hands began glowing.

"Heroman….MAGNETICO!" Joey cried. Heroman quickly leapt forward, wrapping his arms around Electro. As he did Electro's power surged around them both. To Spider-Man's surprise, Heroman actually began absorbing Electro's power. Electro turned into energy, and was quickly absorbed into Heroman as well.

"Heroman…BLAST!" Joey shouted. Suddenly, vents opened up on Heroman's head and arms. Heroman flexed his muscles, causing blue energy spikes to shoot out of the vents. At the same time, crackling energy surrounded his eyes, looking like Electro's mask.

Rhino stood in shock at the transformed Heroman, before his eyes narrowed. Lowering his head, Rhino let out a roar as he charged Heroman.

"Heroman…FINISH!" Joey shouted as he slammed his gauntlet. Heroman's hand charged with power, glowing brightly as bolts shot off his hand. As Rhino approached, Heroman threw a punch at him. The punch connected with Rhino's stomach, causing the energy to surge through him. Then with a burst of power, Rhino was sent flying backwards as bolts of power shot off. Rhino slammed hard into the wall of the warehouse, bursting through it, before plowing into the wall of the warehouse behind him and sore through that as well, landing in a third warehouse some distance away. The electricity surged around Rhino, before condensing back into Electro, who lay on Rhino's chest, unconscious.

"Whoa," Spider-Man commented as he looked through the holes. At the same time, Heroman's excess energy burned off, causing his vents to close. As it did, Heroman flexed as he let out a victor cry, before flexing his arms downward. As he did, the red lines on his body glowed and Spider-Man noticed when Heroman held his arms that way, the red lines formed a perfect circle.

"Good job, Big Guy" Spider-Man complimented before turning to Joey, "Get out of here and get the girl home. I'll get the Six ready for the police."

"Right," Joey said as he headed towards the door with Heroman in tow.

"Oh and Joey," Spider-Man called, catching the boy's attention, "Nice working with you, kid."

Joey smiled, before he grabbed Lina's hand and they ran off. Peter smiled under his mask, before he looked up into a corner of the warehouse's ceiling. As he did, a flash from his camera caught his eye and he tilted his head to the side while a thought came to him.

Later

"More coffee Mr. Parker?" Joey asked at the dinner.

"No thanks, Joey. I should probably be heading out. Got to be catching a flight back to New York," Peter explained.

"Alright, it was great to meet you!" Joey said with a smile.

Peter smiled back as he stood up and reached into his pocket. He pulled out his wallet to pay, along with a plain white envelope. He slid it across the counter to Joey along with the money.

"What's this?" Joey asked as he picked up the envelope.

"A gift," Peter replied as he made his way to the door.

Joey looked at the envelope before opening it. Inside were a collection of photographs. Flipping through it, he realized that they were pictures of the fight in the warehouse. Along with the pictures was a handwritten note.

"Thought you might want to hold on to these until you're ready for the spotlight. Sincerely: Your Friendly Neighborhood Spider-Man," Joey read to himself, before his eyes widened as he read the last part.

Looking up, he saw that Peter had reached the door. Turning, Peter smiled at Joey, before winking at him. Joey smiled brightly as Peter walked out the door, chuckling softly as he left.

A/N: So I haven't put anything here for awhile and I'm not sure how many people will read this. None the less, I've had some ideas bouncing around in my head for awhile so I decided to write this up while working on the main story. One of the few animes I watch is the Stan Lee created Heroman. It's very cool and fun, yet I haven't found any fanfiction for the series. So I decided to write one in the classic Marvel Team-Up style. I hope you guys like it! Later, True Believers!