This takes place during the 9th episode in season one of Ultimate Spider-Man. I thought Loki would be another good parental figure for Danny, they are almost similar.

Principal Coulson had organized a field trip to the museum, it had a new Nordic exhibit. Danny was the only one listening to Coulson as he went on and on about Thor, Asgard, and the rune stone the class was gathered around. Peter had stayed in the back of the group since he isn't a fan of field trips, it always ends with him getting bitten by an animal. Danny got a little tired of looking at the runestone and went off on his own. He found a tapestry with Odin, Thor, and Loki in it.

A sudden blizzard just appeared inside the museum. Danny saw that a blue giant had just shown up and destroyed the place with an ice club. "So that's what a Frost Giant looks like," Danny mumbled.

He saw Spider-Man and his team struggling with the Frost Giant, they were getting on thin ice. Danny made sure that no one was looking then transformed into Phantom. He joined the fight against the Frost Giant but even with his help, they were getting tossed around like dolls. They were still having trouble working as a team even with Danny on the team. Nova rushes in battle, Power Man holds back, Iron Fist waits for the perfect moment, White Tiger gets distracted and Spider-Man can't get the team to listen to him.

The Frost Giant had cornered all of them and was ready to strike. Suddenly a loud clap of thunder was heard, then someone came smashing through the ceiling slamming a bolt of lightning at the giant. The whole team knew who that was, the strongest avenger, the Mighty Thor. Phantom's mouth dropped open at the sight of Thor "He's real?!" Phantom asked.

"As real as Asgard," Spider-Man stated.

Thor used his lightning to hold back the Frost Giant. But when the team tried to help Thor just told them that the matters of Asgard were no place for oddly dressed younglings. Now Phantom understood why in the myths Loki always hated Thor, he was so rude. And calling them oddly dressed, Phantom just thought Nova looked odder than the rest of them. "Thor, look! We've got amazing spider-powers, mad bad super strength, Kung fu master, ghostly powers, mystic tiger mojo, and annoying cosmic bucket-head lad! We can help you take down that big ugly." Spider-Man stated.

But Thor wasn't listening, he just told them that this was a Frost Giant and not a common thief. He practically dis them and only focused on fighting the Frost Giant. Thor finally sent the Frost Giant crashing into a wall with his hammer which made the Giant unconscious. He landed in front of the team telling them that he was thankful that none of them were hurt. Phantom just turned away from Thor, who gave him the right to treat the team like helpless kids? "We could have helped if you had just let us! We can take care of ourselves!" Phantom shouted in anger.

The team looked at Phantom with wide eyes, they have never seen him this angry. Thor just ignore Phantom's outburst and told Spider-Man to get Coulson and tell him that the matter has been handled. Phantom turned invisible from the team and Thor as he went to check out the Frost Giant. He saw that the Frost Giant had something around its neck, it looked like a powerful norn stone. Just as Phantom was about to touch it, Thor had grabbed him by the shoulder and pulled him away. Thor told Phantom to stand aside and go join his team while he handled it.

Suddenly Spider-Man showed up and shouted at Thor not to touch the stone, his spider-sense was telling him that something bad with happened. But Thor didn't listen and touched the stone, green energy burst out of the stone and hit Thor. The minute the energy disappeared, both Spider-Man and Phantom found Thor as a frog. "Laugh or drop in shock?" Phantom asked.

Spider-Man tried to poke at Thor but he bite him and Spider-Man groaned in pain while Phantom was howling with laughter. The rest of the team went to see what was going on. Phantom finally stopped laughing at Spider-Man, Thor finally spoke but he still croaked in his speech. "There is only one in all the nine worlds who could have accomplished such bewitchment."

"The Wizard of Oz?" Phantom interrupted, jokingly.

"My evil half-brother, Loki," Thor answered, ignoring Phantom. "Our father, Odin is the ruler of Asgard. Ever since he was a child, Loki has sought that power for his own. There's no mischief that my brother will not attempt to disgrace me, usurp my father's throne, and seize control of Midgard and the rest of the nine worlds."

While Spider-Man and his team may have believed Thor's story, Phantom wasn't convinced. He knew what it was like to be compared to an older sibling and be left in the dark. He knew that there had to be more to the story than what Thor was telling. Spider-Man managed to convince Thor to let them help and for once, he listened. Thor opened a portal to Asgard with his hammer and lightning. However the second they all arrived in Asgard, it was covered in ice and snow, even people were frozen in ice.

They kept moving but Phantom insisted on flying ahead to check out the castle and find Loki without getting caught. "No need little Phantom, we are doing just fine. Besides, Loki could have sensed you coming since you share the same unhelpful gift." Thor said with pride.

Phantom sent angry daggered eyes right at Thor, a day in Asgard and he was already hating Thor. Phantom wasn't gonna wait out in the open and be a popsicle. He snuck away from the team and flew towards the castle. He managed to get inside the castle which was big enough for his whole house to fit in. He looked around for Loki but there was no sign of him. Phantom heard someone coming and turned invisible, it was more Frost Giants carrying the team in an ice block.

Phantom followed the Frost Giants into the Throne Room where Loki was there sitting on the throne with Thor inside a fishbowl. "Apologies for the chilly reception, brother," Loki spoke.

Phantom just watched from the shadows as Loki went on about his plan. "Well, I hope you appreciate the effort it took to drag you and your accursed hammer all the way here from Midgard," Loki said with a chuckle.

"Brother, release me or I'll..."

"It was so easy to use your arrogance against you, brother. You never could resist showing off against Frost Giants. One reason why I made a pact with them. I simply set the stage and you came blustering in, warts and all. This magical stone of norn is what transformed you but it was your pride that made you a toad. With it I keep everyone in Asgard locked in ice." Loki boasted.

Phantom had heard enough to know what Loki had done. But he did like the fact that Thor's pride had made him a frog and not just Loki's magic. But Phantom still couldn't help but feel a little sorry for Loki. He may have frozen Asgard but Phantom could tell that all this was something else. He stayed invisible and quietly snuck up to Loki to grab the norn stone. Loki had gotten up to face Spider-Man and his team, he called them pets for the way they looked. Phantom couldn't help but chuckle silently at that comment and White Tiger's reaction.

Suddenly both Iron Fist and Power Man broke the ice cage and got free. Loki floated above them and signaled the Frost Giants to attack. No one even noticed Phantom trying to grab the stone. Nova broke Thor free then he joined the fight and claim his hammer back. They tried to fight back but the Frost Giants were putting them on ice, even Loki had them beat.  Thor threw his hammer at one of the Frost Giants, but it missed and it hit Phantom and caused him to hit the wall.

Phantom turned visible and glared at Thor. "Hey, Throg! Ever heard of something called aim?!" Phantom shouted.

Spider-Man shouted at Thor that he was calling a tactical retreat. Thor reluctantly agreed and used his hammer to get them out of the palace, except for Phantom. Phantom tried to fly away but one of the Frost Giants grabbed him and kept him from getting away. "And this could not get any worse," Phantom said.

But it could, his powers gave out and he was forced to turn back into Danny right in front of Loki. "I take it back. This is worse." Danny stated.

Loki ordered the giant to put Danny down and it obeyed. Loki then ordered the giants to leave and stand guard in case Thor and the others come back. Danny looked a little freaked out, he wasn't sure what Loki was planning to do. But to his surprise Loki softened up, he helped Danny up from the floor. Loki had seen Danny's memories of pain and suffering, he had gone through the same fate as Loki. He saw that Danny was shivering from the cold, he took his cloak off and wrapped it around Danny to keep him warm.

Danny looked up at Loki with shock "Why would you help me?" Danny asked.

"I may be angry at my family but not even I would not hurt an innocent child like you. You suffered from your own family, I know what that's like." Loki answered.

Danny was confused but before he could ask, Loki lead him to a guest room inside the castle. Loki thought that this would be a better place to talk than in the Throne Room. Loki explained that growing up with Thor, the two were different. Loki preferred reading and outwitting his enemies with his magic where Thor relied on his strength. Their father, Odin had always praised Thor for almost everything while Loki was always left in the dark. Odin never told Loki that he was proud of him, instead, he just resented Loki for using magic since it was a woman's art.

Loki grew tired of hearing from both his father and his brother that he should be like Thor. Thor and his friends would mock and hurt Loki almost every day. They even took credit for all of Loki's hard work during a battle. Loki found out later that he was adopted and that he was a Frost Giant but Odin never told him the truth. He only took Loki as a trophy from battle, he never loved Loki. Loki's heart grew dark ever since, all the pain and suffering he had to endure for centuries had broken him.

Danny couldn't help but feel bad for Loki, the two were so similar. Growing up, Danny never got praised by his parents and he was always compared to his sister who was their favorite. Danny took Loki's hand and said that he believes him, Thor was doing the same thing to Danny that he had done to Loki. "Your friends seem to believe my brother," Loki said.

"Well, I don't. I've hated Thor the minute I saw him. He reminded me of my older sister, so perfect and so arrogant. He looked at me like I was weak and helpless. I've been bullied by jocks his size, I would have snapped too. Even when I joined the team, I'm practically invisible to them. None of them listen or see me." Danny ranted.

Out of nowhere, Loki hugged Danny tight when he was close to tears. Danny was shocked by Loki, but he hugged him back. The hug was somewhat cold since Loki is a Frost Giant but at the same time, it was like a warm embrace from someone you love. Loki pulled away but Danny still gripped onto him. He was glad that he had someone that listened to his side of the story. Loki was even impressed with Danny's powers and skills that he used to sneak inside the castle.

Suddenly the palace rattled and shook like it was an earthquake. Danny told Loki that his team must be back already. Loki let Danny know that the two of them had to fake fighting in order to have them believe that Danny was on their side. Danny agreed to Loki's plan, he turned back into Phantom then they set their plan in motion. Phantom attacked Loki and sent them both into the throne room where the battle was taking place. Most of the team had new weapons of Asgard and they were using them and fighting better.

Spider-Man was leading them to victory, he saw Phantom fighting Loki. "You won't stop me! I will destroy my father!" Loki shouted as he broke down the doors with the norn stone.

Spider-Man jumped in and webbed the door frame which blocked Loki from getting to his father. "You broke the doors! This is why we can't have nice stuff!" Spider-Man complain.

Thor tried to do a sneak attack on Loki but Phantom "accidentally" hit him with one of his plasmablasts. He acted like he did it on accident but inside he was so happy he got payback. It came down to Spider-Man verse Loki. Spider-Man tricked Loki into breaking the enchantment on Thor but told him that he could take out Thor and earn respect. Loki actually bought it, he turned Thor back but Thor pretended to be knocked out and destroyed the norn stone. The Frost Giants ran out of the palace in fear now Loki was left on his own.

"Well, color me Aladdin." Phantom joked.

"The trickster tricked by a mortal?" Loki angrily questioned.

Just as he was about to spell Spider-Man, Thor grabbed him by the collar to hold him back. "He is no mere mortal. He is the Man of Spiders." Thor claimed.

Loki realized that he was outnumbered, before he disappeared he warm Spider-Man to stay on his guard for the rest of his life. The gang returned to Midgard, Thor was grateful for their help and gifted them a two-headed goat for their victory feast. The goat did bite Spider-Man and Phantom was back to howling with laughter. When Danny came home from the museum, he had someone waiting for him in his room. Loki had shown up, he wanted to check on Danny after their plan. Danny was grateful that Loki cared about him, it felt like he had another parent besides his adoptive father.

Danny offered Loki a place to stay, Vlad would never know that he was there. Loki turned down the offer since he figured that S.H.I.E.L.D would start poking around. But he did promise Danny that he would visit from time to time. Loki pulled a small necklace out of his pocket and handed it to Danny. "If you ever need me, just whisper my name into that necklace and I'll come," Loki explained.