Avengers, Spider-Man 1. Chapter 1

**New York 8:05 ET**

**Peter POV**

"Achoo!" Man of all days to feel under the weather and go patrolling the same night. Speaking of the weather it's pouring and it has been going for the last three nights. I would've have waited til the weather had let up but I had been staving it off in order to complete my home work assignments for my college classes. And I haven't even started my freshman year yet.

I passed by another couple blocks and heard the Daily Bugle News in the distance. "Today we honor the sacrifice and memory of two heroic family members who gave their lives to protect this city." I stopped on top of a corner of a building and used my super senses to see the screens on the tower. Side by side, father and daughter's face lit up the screen.

"It was nearly two years ago today that both Capt. George Stacy and his Gwen Stacy were killed in the line of duty. Despite Spider-man's involvement, he was not arrested as a suspect that could connected to the two disasters linked with the Stacy's death. I don't know what going on with the police but they better get into shape into catching this masked menace."

My God, does he ever let up? No, I guess not. No matter how many times I told myself that these things can happen and I did what I could it still didn't convince me. Every night I see their faces. I was snapped out of my thoughts as I heard a shot go off. My spider senses immediately activated and directed me to the location.

At least my only comfort tonight is Aunt May spending the week over with some friends from in upstate New York. I reached my destination and propped myself on a side of a building looking over the roof where the trouble was at. A woman with fiery red hair was fighting off a couple guys almost twice her size and didn't look like she needed my help.

As I observed, I admired how she used her acrobatic skills to topple her opponents. Before I could completely get lost in her movements, my spider sense went off and directed to a man that she had knocked down earlier. He started to pull out a gun to aim at her.

I propelled myself off the wall and everything started to slow down. My eyes zoomed in on the man's gun and saw the safety being taken off. I stretched my hand out as his finger was settling into the trigger. A spurt of web shot out and plastered itself over gun and his hand. Without hesitating. I jerk my arm back, pulling the assailant towards me just as he fired his weapon. Luckily the bullet missed it's mark and hit one his buddies in the leg while fighting the woman.

"What the- What is this stuff?"

"That, my dear chap, is spider web!" I explained with a British accent.

"This used for naughty boys like you!" I finished by swinging him around to finish knocking the other guys out. I webbed them to the rooftop in case they regain consciousness even though they'll escape in a hour or two.

I turned around to the woman who looked soaked to the bone. Despite not being out of breath, she shivered under the cold rain which in turn I did too.

"Are alright miss? Achoo!"

She cracked a smile at my misfortune. "I should ask you the same thing. You look like you could use some soup."

"I've had worse to deal with than this. By the way why were these guys chasing you?"

"Because I was looking for you."

"Why?" I demanded, I got ready to jump away at a moments notice in case this was a set up.

"Because you may not recognize me much but I was on a news conference a couple months ago because of the S.H.I.E.L.D incident at the Triskelion."

It took a second for it too click. "I remember you. Yeah you were being confronted by those generals about why was S.H.I.E.L.D's secrets dumped on the internet. How are you holding up?"

She looked shocked at my question. But schooled her expression back to calm. "I'm alright now. I can tell you more but let's get out of the rain here. I have a place we can dry off."

"Then tell me where." I walked up to hold her while so we can swing off, but she held up her hand.

"My ride is two blocks from here. My apartment is somewhere in Brooklyn near Queens."

"Oh. So you live near-," I stopped myself before I messed up. Man, I must be really under the weather if I'm not feeling well enough to hide my identity well.

We got to street level and started to follow her to her car. I kept alert as best as I could. I don't even know if she was going to pull something. We reached her car and my spider sense was silent. Silent meant good or worse. Why am I escorting her again? Oh right, because that's what gentlemen do says my Aunt May.

As I got in after her I surprised to find warm towels spread over the seats. "Packed for the weather I see." I commented.

"Well it was raining for the last couple days. Here's an extra one Peter-" she cut herself off but it was too late.

**Natasha POV**

Crap. I must be freakin' slipping if I messed up that much. Before I could say anything that would throw him off my mistake, I was grabbed by the shoulders and pushed against the door. "Who are you? And how do you know my name?"

"Look, I'm just trying to reach out to you okay? Can you please loosen your grip-"

"No! I want my answers first!" Despite his show of control of the situation, I could feel him shaking. My heart beat started to go faster. I felt like I was back at the helicarrier, a couple years ago. Stuck under a pipe while Bruce is resisting the Hulk. Without knowing it at first my breathing got a little shallow and shaky. He loosened his grip on me but didn't let go.

"I know I spooked you there, but I don't use my strength to intimidate and hurt people like this. So chill. But I need answers so I can trust you." he spoke in a calming voice which almost obliterated my sudden fear of him. So strange, I'm wary but I suddenly feel like I could trust him already.

"My name is Natasha Romanoff a.k.a the Black Widow. I was an agent of S.H.I.E.L.D and I want to train you."

"Okay that's a start. For what?" He demanded, letting go of me and settling back into his seat.

"To help you better your skills and become more than a vigilante. You have potential." He didn't answer. I shifted the gears on drive and started towards the bridge. I left the doors unlocked and he hasn't jumped out yet so that's a good sign.

"I'm not leaving New York for all that spy stuff you know."

I couldn't help but chuckle at his comment. "I had a feeling you would say that. There is plenty of crime to intercept here in New York."

"How long have you known who I was, Ms. Romanoff?"

Wow his aunt and uncle really taught him manners. "You can call Natasha. I have known about you three months after the lizard incident. I would have found out sooner but I was on a mission."

"Hmm," he nodded. I noticed him shiver a little despite the heater was on.

"Hey these windows are tinted so that we can see outside but no one can see in. You can take your mask off."

He shifted uncomfortably in weighing his options. With hesitation, he reached for the top of his mask and pulled it off with a tiny spray of water springing from his drenched hair. He reached for a towel and started to dry his head. "So after finding out who I was, did you put that in your report?"

"No. You were just a kid. I didn't want you to feel compromised or obligated to be recruited into S.H.I.E.L.D. The director wasn't happy about it but left it alone leaving the decision up to me to approach you. But around the time you were graduating, our agency fell, I had to cover my tracks from my long list of enemies and make a new cover. But what I didn't know was that you were handling harbingers of destruction at the same time. If I just went to-"

"Don't beat yourself up. You were going through your own obstacles and that was your priority."

"No. My priority was to keep an eye on you so you didn't have to lose people you care about. That was my job and all I cared about was myself. That's all I've ever done." I made a turn off the end of the bridge to make a straight route to my apartment. "I know this doesn't make up for anything that has happened-"

"Hey, don't do that. That's your guilt talking. If you didn't do all that stuff you said you were doing, us meeting wouldn't have been safe right?"

"Right," I sighed

"So I'm not upset. It's not something I'm going to hold against you."

There was a long silence between us until we reached the garage of the building that has my loft. "Just to let know if you do accept my training, I'm not going to go easy on you."

"I wouldn't have it any other way Natasha. So how about we start over," turned and extended his hand to me. "My name is Peter Parker, which you know of course because you stalked me."

"I was not stalking you!"

"Potatoe Potato. I'm almost nineteen, a student in Empire State University. I've been crime fighting since I was just about 17 and happy to be your student, fellow arachnid."

I shook his hand back. "Natalia Alianonva Romonova, preferably Natasha Romanoff. Was an Agent of SHIELD, an Avenger and your trainer which will make you regret agreeing to and no take backs. You will put class first before heroing around, I want you to do well in your studies or else. By the way what are you majoring in?"

"I'm majoring for biochemistry and minor in physics. Lately I've been using a lot of that against my opponents. And I really like science."

"I think you're modest when you say like science. I've read up on you. 2nd in his class, multiple class and competition awards. I'd say you love science. What do want to apply it to?"

"Research and applications. Mainly stuff to counteract against poisons, diseases and medicinal research. Other than that development in mechanics and inventions. I want to be able to do this stuff without making short cuts and sick dirty methods some people prefer to use. I mean it's people's lives you are supposed to helping not cheap stuff for profit."

Even though I have surprised by things more than just talking to kid about his dreams, but this isn't just any kid. He's even more than his alter ego right now.

"I see a rocky road with a bright future ahead of you Parker. You start now."

**Midnight Natasha's Apartment**

After Peter left I went to take a long warm shower to avoid going to bed with a cold. I couldn't help but be impressed by Peter being well mannered and mature for his age. When I came out, my phone was buzzing. While drying my hair with a towel I glanced over and saw Steve's number on the screen. I couldn't help but grin. We haven't really spoken to each other since I gave him that file from Keiv. Every now and then we would text each other to be sure we alive.

"Who is this," I asked in a thick Russian accent.

"Nice to hear from you again Natalia. I was starting to get worried."

"Worried? Really Steve, you worry too much."

"Am I now?"

"Yes. You're like the big cuddly teddy bear that wants to hug everybody's problems away."

"I am not like that." I could hear him laughing on the other end.

"Yeah you are."

"No I'm more like a ferocious lion."

"Oh, please, I snorted. "Hey Steve I need to talk to you about something. It's about Bucky."

"What is it?"

"Well... I ... you see," I'm stuttering. Why am I stuttering? I've been preparing myself for this.

"Natasha, you can tell me anything."

"You read my file right? The ones before and after I dumped HYDRA's secrets on the internet?"

"Yeah sort of, I mean you said I could. Do you want to talk about that."

"Sort of and something else. After D.C., I've been having these dreams and they focused a little on Bucky when I was being trained in the Red Room. Steve I think they are memories."

There was silence on the line. "Steve are you there?"

"Yeah! Yeah, I'm here. Are you sure about this?"

"Positive, I even went to a Dr. Banner and Dr. Richards and started a journal. Mind if I read them to you?"

"Sure go ahead."

So I did. From when Brushov took me off the streets and started to train me into espionage. I was telling him about my eighth birthday. I was dressed nicely in a expensive dress and we went to a hotel and had a nice dinner. Brushov told me that my first super secret mission was going to start that night. I was excited and asked him when. He told me tonight I was going to help bring an enemy to justice. After dinner he took me up to a hotel suite and told me to wait in here for the man. I was told to to go with a story that I was waiting for my parents to come back and let everything else play out. Supposedly I thought he meant they were going to arrest him.

So I waited. It was getting late and I thought that the man wasn't coming. So laid down on the bed and went to sleep. Next thing I know a hand is running up my leg and I awaken to the man Brushov told me about. I was so startled that I forgot about my lines and started to fight back. But he was stronger. Even though I was young, I knew of rape and what happened to unlucky orphans like on the street. I screamed for help and no one came to help me and nearly was beaten nearly to submission. He almost had his way with me, until someone tore him away from me.

When I summoned enough strength to look up, the man was lying dead on the floor stabbed to death and his arms twisted in a sick way. Standing over him was a masked man with shaggy hair and a metal arm, with a bloody knife in hand.


	2. Chapter 2

**A thank you to everyone for being patient. I was on a roll luckily so I have this part down. I will have a separate fanfic for every episode, to see the episode guide, go to my profile, it will be Avengers: Next Gen Project I'm already thinking of writing a second season roster. So please continue writing reviews and comment.  
**

**Winchester, NY Motel**

**Steve POV**

"Oh my god! Nat, I had no... I'm so sorry."

"No, don't stress over it. Nothing happened. That's how I met Bucky. Coincidence, he was killing a target next door and heard my screams. Looking back on it now I know that he was really disgusted by the guy."

"Other than the obvious...?"

"Normally, he would break their necks, but if someone really rubbed him in the wrong way, he goes a little further than that, hence the stabbing and arm breaking."

"That's actually something that Bucky and I want to do to a man when he abuses women and children. We both hold each other back from doing things we probably would regret. It got a lot harder as we were going deeper into Nazi occupied areas we were liberating."

"Wait are you saying that you would do the same thing?"

"Well I'm not much of a stabber-"

"I never took you for someone who would-"

"Natalia, I'm human too. Everyone seems to be forgetting that I would have vengeful dark feelings too. If you had seen me during the war then you would look at me very differently."

"Well I bet it's not as bad as the stuff you have read about me on the internet, heck, I'm surprised you're even talking to me right now."

Does she really think so low of herself? "Nat, you were raised and trained by cruel and evil men. You knew almost no different until you met Hawkeye."

"No, Steve I... Bucky was the only good influence in my life and because of him I knew different. I just made horrible decisions as if..."

"...As if...?" I sat up in bed and stared a the wall.

"As if I didn't know him at all." No, did they...? Is it possible that they wiped her memory?

"Natasha I think that the Red Room might have tampered with your memories. Maybe that's why you made those decisions and didn't remember Bucky."

"Damn it! I can't believe... This is just great! Just great. Bucky and I so happen to be friends too and neither of us remember snot and tried to kill each other." she cried. I started to hear her sniffle on her end. I guess she and I are not so different. But she is really beating herself up over this.

"Nat, I want you to listen to me closely. You are not a bad person. You're a good person that has made some bad decisions because you were trapped. I understand that in a way. I've seen you Natalia."

"No, Steve. You don't have to-"

"Yes, I do. I'm telling you the truth. I suck at lying but I know I can be honest with you. You are a good person now that makes good and bad choices now like everyone else. None of us are perfect. I don't even want to hear or see you think lowly of yourself. Okay?"

There was silence on the other end but thanks to the serum I could pick up on blowing on a Kleenex. I waited patiently and finally she spoke back. "Okay, then. So in a way we are all friends with each other through work and Bucky?"

"Yeah, that's unexpected. The tops, but unexpected."

"The tops? Oh, yeah I forgot you're an old man."

"Hey you could be 50 years old for all I know."

"75 actually."

"Say what now?" Is she that old? I'm not sure if didn't hear her right or she was kidding around.

"Back to our long lost buddy. So after I saw him..." Well that was quick change in subject.

She told me the rest on how Bucky, despite having the demeanor that he didn't know he was brainwashed at all, rescued her, comforted her and cleaned her up. He left here in a clean hotel room and contacted his handlers and Brushov on his completed assignment, including his extra kill. A couple months afterwards, Bucky reappeared in her life and trained her along with the other Red Room recruits. Natasha started to excel more than everyone else, so she and Bucky were put on missions together to blend in as siblings. All the while Bucky, even though he didn't remember who he was at the time, would tell her stories of his travels to London and the States, promising her a better and normal life if she wanted to go, in which she immediately agreed to. Bucky started to make plans to smuggle him and Natasha to the States planning little by little so Brushov wouldn't suspect.

"...And that's all I remember. I'm still going to my sessions so hopefully I'll be able to uncover what happened. And there was something that Bucky has always said to me since we met at the hotel."

"What was it?"

"I'm with you till the end of the line, сестренка (little sister)."

"That's what he told me when my mother passed away. Even though I felt alone and hurt, he was there."

"Ditto here. hey it's getting late. You and Sam found a lead on him?"

"Yeah, he's heading to Canada where I think there is a Hydra base in the wilderness. He's been hitting these places all over the world Nat. Tomorrow morning we're going to ask an old war buddy of mine to help me track him."

"Good luck with that then." I could hear some skepticism in her voice.

"Natalia, don't worry. We'll bring our buddy back before you know it."

"Thanks. And be careful, please."

"Я это сделаю. Спокойной ночи Наталья. (I will. Good night Natalia.)"

"Ваше России становится все лучше. Продолжайте практиковать.Спокойной ночи. (Your Russian is getting better. Keep practicing. Good night.)"

She hung up. I tried to go to sleep but couldn't with all these mixed emotions. I knew that Natasha had a harsh background growing up but I didn't realize that the KGB operatives in charge would treat the girls so cruelly. Much less set them up with pedophiles. I guess I'm really naive like everyone has told me.

My thoughts then went to Bucky. Back at D.C. we found a building with a room littered with computers, repair tools, medical supplies and some weird electric chair. I had Stark and Banner stop by to take a look at it, his results were harrowing. Hydra used this as a safe house to store Bucky and wipe his memory. The process doing so was needless to say painful. They twisted his mind so much that he only knows fear of not obeying an order. Like a robot he obeyed order after order. But the memory wiping didn't start until 1955. How is that possible? How did Natasha come to know Bucky? Is she really that old?

My thoughts are interrupted as a pounding came from my door. I grabbed my shield and walked cautiously to the door. The pounding continued.

"Open up girl scout? I know you're in here!"

Wait I know that gruffy voice any where. I swung the door open to find his smug scruffy face with smoke coming from his nostrils.

"It's been awhile Logan. A couple months ago in a bar fight?"

"Yeah, good times."

"You might want to wake your buddy and meet me at the 24 hour diner."

**24 hr. Diner 2:45 a.m.**

"So how I heard what happened in D.C. and the chatter."

"What sort of chatter?" asked Sam. He was a little drowsy and still recovering from jet lag.

"That Hydra had infiltrated SHIELD, secrets dumped on the internet, though not in the way I wanted it to happen. And a man with a metal arm causing havoc on a highway. I take it that you're tracking him?"

"Logan, there's something that you should know about the man with the metal arm."

He took a long puff from his cigar before answering. "What is it?"

"Hydra calls him the Winter Soldier. You and I know him by a different name."

"What name would that be?"

"Bucky."

There has been only one time that I had seen Logan in utter shock. It was before he was assigned to go to the Pacific Front. "Barnes? No, no that's not possible. The report said he was dead."

"But they didn't recover his body. Russians found him and Hydra did the rest."

"But if he, did survive-"

"Brainwashing and electroshock torture later on. Logan the things they did to him. He didn't even recognize me. Not until right before he dealt a killing blow. Next thing I know I'm being pulled out of the river and recovering in a hospital. I've been tracking him since."

The waitress came back with more coffee and our early breakfast meals. We ate in silence. After paying the bill and leaving our tips we headed outside. Logan walked ahead of us to finish his cigar.

"Is he gonna be alright?"

"He'll be alright Sam. He just needs to process this."

"But what if he doesn't help?"

"That's up to him."

"But if he crosses the border and into the wilderness, we lose him. Probably for good."

"If you two are done yapping, we better hit the road."

"Wait your coming?"

"What do want, tears and a hug bird brain? We move out now, before we lose another friend to these psychopaths. Hydra in Canada like to do some pretty sick crap." Logan immediately went to his motorcycle, revved it up and waited for us to follow him.

"Lets go Sam."

"Aye aye, captain! Next stop Canadian wilderness."


	3. Chapter 3

**SHIELD: The Bus; 35,000 ft in the air**

**Coulson POV**

"What? Phil are you sure you want to make that kind of move? How do you know that you can trust them?"

"They have proven themselves, Mei. And besides, I'm done hiding. We are fighting the same fight so what harm can that do?"

"They will distrust you. You had many opportunities to come out and tell them. Even after SHIELD fell," Mei pointed. Even though we've been friends since our junior years as agents, I hate when she is right and I'm wrong.

"May, I know that. But revealing myself, will eventually build trust. Skye is the line secure?"

"Yeah, Hill has both Stark and Banner with waiting. Rogers is a no show."

Really? Not my day then. "They'll have to do." I stood in front the large screen in our debriefing area in the The Bus. Okay, I can do this. "Skye establish the connection, I'm ready now."

Connection went through, Maria, Stark and Banner stood there. Maria, knowing I was alive, remained passive while Stark and Banner thought they were staring at a ghost.

"No that's not-"

"Possible?" I finished for Banner. "Well I have a lot of explaining to do. But it's good to finally talk to some old friends again. And when I'm done, I need to ask something very important of you."

* * *

**Well fans, viewers and followers. Thank you. I will post episode 2: Scout's Honor soon I hope. Remember it's going to be under the fanfic name. Avengers: Next Gen SE01 Ep02: Scout's Honor. Bucky will get screen action real soon. And on another topic; me and some friends were talking about Spiderman, Wolverine and the Avengers getting actual screen time together. On your opinion and comment should and can that happen? I think it should.**


	4. Announcement

**Hear ye! Hear ye! To my fellow followers and readers. I am currently working on another fanfic: Avenger's Age of Ultron, now that there is new information from new trailers. I will still have the same plot line idea from my episode fanfic project of Avengers: Next Gen. I'm going in with a different approach because I currently don't have time but may most likely use the season roster characters including that of Ultimate Spiderman. I'm sorry, please be patient and hopefully it would turn out alright. Bucky Barnes may have to make a later appearance since I heard he will make an appearance in Captain America: Civil War. I hope Spiderman (Andrew Garfield) will be able to make his appearance in it since he is a big character in that conflict. I'm trying to make this fit in as best as I can. So please visit my new fanfic, Avengers: Age of Ultron.**


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Avengers, Spider-Man, Adventure, Romance