Avengers, Spider-Man Every hero counts

**This is a random one shot I thought about when reading several Spider-Man/Avengers stories, I read too many.**

**Anyway, this story includes Iron Man, Captain America, Spider-Man and Jorge (the little kid in ASM2 who is bullied and then stands up to the Rhino)**

**Auish. Basically, Avengers film has happened and the beginning of AMS2 has happened, just past where Spider-Man saves the kid (Jorge, I looked it up, he is legit) from bullies.**

**Disclaimer: I do not own any of the characters, they belong to their respective owners, Marvel and whoever owns the individual characters (I normally remember and have a chart but my brain is gone). This is a non-profit story written for my own enjoyment and hopefully, the enjoyment of others.**

Some one had decided that today was a nice freezing cold day. And what do people do on nice freezing cold days? Well, apparently they gather all the villains in Manhattan and decide to cause a problem. There were small time thieves, pickpocketing screaming civilians. There were idiots armed with guns and there were low time costumed villains who seemed to be the easiest for the police to capture. There were also gangs smashing into shops and stealing whatever could fit in there bags or, if they could be bothered with the effort, things that didn't and required a lot of manual labour. Like a TV. A nice big TV. Do you know what's so great about stealing a TV? The person carrying it is slow and therefore easy to hit.

Well, that's what Captain America discovered when he dropped down into the scene. His shield bounced off the back of a masked man attempting to run off with a 42 inched television. It wasn't so much as running as it was of waddling.

He used his shield to whack another three thieves before running into it's flight pass and grabbing onto it. He jumped onto a car in the middle of the road, attempting to gain height so that he could assess the situation.

Steve Roger's had been relaxing in the Avengers Tower when the news came on describing on a riot in the town. The report said that Police were outnumbered and everything was chaos. Being the valiant soldier he was, he found the only other member of the Avengers in the tower who just happened to be Tony Stark, dragged him (quite literally) away from his lab, told him to suit up and then forced him to give him a lift to the worst area of the riot. By lift, he meant carry. Which Tony did, in the end. Now he was watching as the chaos unfolded in front of him. He saw blue beams, obviously Tony, coming down the street, knocking pick pocketers and thieves left right and centre.

Steve saw around four men advancing on a woman and three children. Steve jumped straight into action and threw his shield at one of them, the biggest. The thud and falling of one of their assailants caused the others to pause for a moment in confusion before turning. Exactly how Steve wanted. One turned only to be greeted by Steve's fist to his nose. There was a satisfying crack when they connected. Steve didn't feel a thing, he almost felt sorry for the other guy though. Without time to spare, Steve pivoted on his heel and kicked another man in the face before raising his fist a punching backwards feeling the impact of another man's nose.

Steve turned to the victims and saw the woman, obviously the mother, picking up the youngest of the three children and grabbing the hand of another. One of the children ran off. He couldn't be more than nine or ten. The woman gave him a look, like she wanted to help him but had more important things to do, like care for her own kids. She thanked Steve for his help.

"There's an exit from this mess, second street to the right. Don't worry about the other kid, I'll get him to safety." Steve said authoritatively. The mother thanked him again and ran off, leading herself and her children away from the mess.

Steve looked around for the child who ran off but couldn't see him anywhere. He was about to run off in the direction he saw the kid go but heard a screech of "MY PURSE!" drawing him back to the fight. He just hoped the kid would be alright until he could find him.

Iron Man was having a blast. Literally. Actually, in truth, he was giving others a blast, they just weren't enjoying it as much as him. That might be because it probably hurt quite a lot to be hit by his blasters but hey, you can't please everyone.

Tony swooped around smacking people, head-butting them and blasting at them. One by one (sometimes four by four or two by two) they fell. Tony's favourite manoeuvre was scaring the crap out of people. He would dive down and pick maybe one or two people up in one go. He would then proceed to lift them high into the air and show them the ground as they flew higher and higher. Some fainted really quickly. Others, when he 'accidentally' dropped them a couple of feet. Some didn't faint, they just screamed. The men screamed like girls and the girls... well, they screamed like girls too.

Tony would then either bash heads together to knock out the non-fainty ones or fly them down to a waiting police truck. He couldn't watch as these masculine, tough men, or confident, tough women, squirmed before attempting to regain their (demolished) dignity. No, sadly, he had to go off and rejoin the fight, unable to insult them further. Iron Man watched Steve attack men below him. He saw the stripped soldier informing civilians how to get out of the war zone and watched as the remaining members of the public heeded his instructions and belted out of there.

Tony's attention was taken away from his comrade when he heard a gun shot. He looked down and saw three men and one woman in a stand off, using cars as forts and hiding behind them. He had no idea what they were fighting about but decided to make an entrance. He landed in the middle of the four cars and sighed.

"Seriously, people." he muttered mockingly. "Why can't we all be friends?"

Each fighter glared at him, daring him to attack. Tony just stood there, smirking in his mask. Suddenly a bullet was fired and hit his shoulder piece. Tony spun around and with precise accuracy, fired a shiny blue beam at the woman.

She fell and the others started firing. Tony blew up a green Mini Cooper causing the man hiding behind the car to go flying. The next person started running off and Tony released a missile, aiming for the man's feet. Tony counted to three and watched as the missile hit the floor and flew.

_Only one more dude to deal with,_ thought Tony. He was about to do a repeat of the Mini Cooper strategy when he saw movement under the car.

"Jarvis," he called out. "zoom in on under the car."

"Yes, sir." came the automated voice of his automated butler. Under the car was a small hand. Or at least, that was the only thing poking out. The hand was connected to an arm that, in turn connected to a shoulder which probably connected to a body which Tony couldn't see.

"It appears to be a child, sir." Jarvis pointed out.

"Yeah, yeah." Tony brushed off before muttering sadly, "Now I need to be careful."

Tony flew over the car and landed in front of the man, crouched down behind the car, with one shot the man was taken down and Tony lifted up the car, there was no one underneath. He dropped the car and looked around only to see a little boy scrambling over the wreckage. The boy's jacket was on fire. He was yanking at it, pulling it off vigorously before speeding around a corner. He was about to follow when something red and blue flew into him. Tony was going to be so pissed if that was Cap.

Much to his surprise, it wasn't. And a moment after discovering that, a large BANG went off. Tony looked up and saw a man crouching above him. Well he thought it was a man, the guy didn't have any breasts and according to the news reports, he called himself Spider-_Man_. Tony guessed that was the give-away.

"Sorry sir." the guy muttered. He wasn't looking at Tony when he said it though.

"Hey, hey, hey!" Tony pushed angrily at the guy. The kid was out there all alone now because this guy ha-

His mental rant was cut off when the masked vigilante in red and blue spandex jumped off of him and swung – _swung?_ - towards a man holding a big weapon. In a moment of shock, Tony realised it was a bazooka. While Spider-Man easily attacked the man, Tony's eye's drifted to where he had last been and saw the car he had been by blown up. Spider-Man had saved him from a _bazooka_? Wasn't that Jarvis's job?

When Tony looked back over, Spider-Man bounced of bazooka man and yanked a gun out of another person's hand. Tony watched in awe as the guy worked, webbing those he attacked and bounding from person to person.

He had heard this guy was a menace. He and Steve had had many discussions about him. Steve's view was that this person might want to help but it wasn't his job. He should work with the police or SHIELD. The fact that he was apparently a menace also made Steve wary of the kid. Tony thought that the guy looked cool, had skill but only dealt with petty stuff. He guessed that the kid either couldn't be bothered, or didn't have the skill to take on the big league.

Instead of gawking like a fan-girl any longer, Tony got up and started being productive. He punched the guy closest to him and shot at another.

The two worked in tandem, hitting, kicking and shooting at the oncoming villains. Spider-Man shot at people with balls of web while Tony shot at them with hand beams. Occasionally, people would get a taste of his feet beams but that took more effort and the fight was just getting long and boring. Although his opinion on the web-head hadn't changed, he still wasn't fighting the big league for some reason, he decided he liked the guy. He could hear the wall crawler throwing out quips as they fought.

"You kiss your mother with that mouth?"

"What are you? Like ten? I wanted a tamagochi when I was your age, not a gun!"

"Can you be any slower, I feel sleepy just looking at you!"

Finally, the chaos was all averted except for in one street. Spider-Man heard a scream in an alleyway and swung off to help leaving Iron Man to pair up with Captain America again.

"Having fun?" Tony asked, blasting another guy back five feet.

"Yeah, I've needed some action." Steve replied, grabbing his shield as to flew back towards him.

They got to the end of the street and saw a large man about to run off. He seemed to be the only one left. The end of the street was a dead end and he had no where to go. He was bald, with small beady eyes and a lot of muscle. He didn't look scared but you could see in his eyes that he knew he couldn't take on two Avengers. He dove to the right when Steve threw his shield. Tony blasted car when the man rolled out of the way of fire. He ran into an alcove hiding him from view.

Steve and Tony slowly advanced towards the alcove, prepared for gun fire in case the man acquired a gun in the rubble.

Instead, they heard a yelp in the direction of the alcove and watched as a small, scrawny figure stumbled out, followed by the large man. His huge left hand covered the little boy's throat. The other hand held a gun. He yanked the boy towards him and held him close, positioning the gun against the boy's head.

Steve and Tony both stared, startled by the change of events. They both recognised the child as one they had seen earlier. Steve recognised him as the one who had run off from that mother and her two children. Tony recognised him as the one who had taken off his coat that had been on fire. He really looked like he needed his coat. The boy was shivering. He had round glasses that looked wonky on his face but he looked too terrified to righten them. His face was covered in soot and dust and his black hair was messy. He had scratches lacing his arms, probably from falling over or flying bits of glass. With his advanced sight, Steve could see a blue tinge in the boys lips and the goosebumps on his arms.

"I SUGGEST YOU BACK UP." the man shouted towards them. The boy gave a jolt of fear.

Steve looked at Tony and backed up a little bit but Tony held his ground. The man only grinned at Iron Man's defiance. He pulled the boy upwards by his neck so that the kid could only touch the ground with his toes. The boy let out gasping noises as the air was strangled out of him. Tony took a step back.

He wanted to shoot the man, kill him! But the guy kept moving, making it hard to shoot at him with 100% certainty that he wouldn't hit the kid. Tony was impressed with the kid though. He hadn't screamed or begged and he wasn't crying. The child was trying to look strong but anyone could see the fear written on his face.

"NOW, I'M GOING TO WALK AWAY AND THE KID WON'T DIE." the man shouted at them, walking in zig zags down the street, always keeping the two avengers directly in front of his view.

Steve was fuming. The man had dodged his shield, he might have fast enough reflexes to move the kid like a human shield meaning he had to stand there useless until they could come up with some sort of plan. Even Iron Man, king of the spontaneous, stupid moves was standing still.

The man was half way down the street when it happened. The boy was going red from the strangulation and looked like he might pass out. Suddenly, something shot down and grabbed onto the large man's gun. It was yanked violently out of his hand. The man stumbled in shock and confusion at the loss of his weapon. That only lasted a second though when the same thing that yanked his gun away – webbing, Tony noted – attached itself to the man's left hand and wrenched it away from his body. The man dropped the boy who fell the the ground, gasping for air. In that split second, Steve acted. He threw his shield at the man, hitting him directly between the eyes and watched as the man flopped backwards.

Tony recovered from the shock a second later and started towards the little boy who was starting to sit up right and gasp for air. The boy still looked terrified so Tony tried to approach slowly. Steve was almost surprised at the amount of care Tony was putting into this. Normally he rushed into everything.

The boy looked behind him and saw his kidnapper unconscious on the ground. In fear he scrambled backwards, right into Iron Man's leg. He looked up in surprise. He then looked past Iron Man and Captain America before looking relieved. He scrambled to his feet and ran past the two famous heroes before stopping and gawking at one that neither of the others had noticed land.

"Hey kid." Spider-Man said. The boy nodded in response, still in shock. Steve had spun around and watched the masked vigilante in front of the small boy. He didn't trust Spider-Man and held his shield warily, ready to attack when necessary. He was about to advance when he felt a metal hand on his shoulder. He looked up and saw Iron Man looking at the scene and then at him. He shook his head slightly as if to say 'he's not a threat'. Steve frowned but straightened his stance. They slowly approached the two.

"Kid – it's Jorge right-" The kid nodded, giving a weak smile at being remembered. "Oh yeah! I never remember names, up top!" Spider-Man shouted, giving the kid a high five. The kid – Jorge – relaxed a little more. He even gave a little laugh.

Spider-Man knelt down in front of Jorge and started straightening his glasses and flattening the kid's hair like an affectionate mother.

"Wow Jorge, you must be freezing." Spider-Man announced, briskly rubbing the boy's arms to keep him warm. Spider-man then sounded quite serious. "What were you doing here by yourself?"

Jorge muttered something under his breath. By now, Steve and Tony were standing directly behind Jorge but neither person beneath them paid them any attention.

"Sorry kid, you'll have to speak up." Spider-Man said.

"I ran away from home." Jorge announce a little louder. Spider-Man's shoulder's fell a little. He could understand wanting to run away when you're little but now he had lost his mum, dad _and _uncle, he hated the thought of leaving his aunt. He finally understood all that talk of 'they do it because they love you' crap. It was true. He just had to make Jorge see that.

"Want to tell us why?" Spider-Man asked seriously.

Jorge looked around and looked at all three heroes before shrugging sadly. Spider-Man had stopped rubbing his arms to create friction and now held the boy's wrists comfortingly.

When he didn't get a verbal response, Spider-Man cocked his head to the right and looked the boy in the eye. Even though he had his mask on, Jorge could tell Spider-Man was looking at him in the eyes.

"My mum wants me to change school." He said sadly.

"Why would she do that?" Spider-Man asked in a comforting voice. Jorge couldn't look at Spider-Man any more, it was too embarrassing. This guy fought villains and he was terrified of changing schools.

"Jorge?" Spider-Man asked more sternly.

"She thinks I'm being bullied." Jorge replied. He then added in a rushed voice, "But they haven't picked on me in _ages_! Not since you stood up to them. The bullies leave me alone now, they're scared you'll come after them!"

Steve and Tony stood in shock. Both had been wondering how this kid knew who Spider-Man was and now they find out it's because he fended off bullies? Steve's respect for the man soared. Even Tony felt respect. This guy might not fight in the big leagues but there was something about helping this kid that just hit him. If Spider-Man wasn't about, who would help the little guy? Any little guy in fact? The one who had their bag nicked or who screamed in an alley... or who was about to be attacked by bullies.

Much to everyone's surprise, Spider-Man gave a short laugh.

"Of course I would come after them again." He chuckled. "I'm not gonna let them pick on you."

"But... but what about my mum, she doesn't think so and she wants me to leave my friends and I like my school and she didn't believe me when I said you took care of them an-" Jorge rambled on sadly, looking like he was about to cry.

"Kid, it's okay." Spider-Man said encouragingly. "I'll write her a note, how about that? I'll tell her that they won't pick on you any more, how I already... talked to them. I'll make sure it all works out, okay?."

Jorge nodded sadly.

"But now she'll be made I ran off..." Jorge muttered quietly. Steve and Tony were once again shocked by Spider-Man giving a small laugh.

"Seriously? That's what you're worried about. You were just held hostage by a big mean guy without acting too scared, I'm sure you've been running around here all day with gun fire everywhere." Spider-Man pointed out. He then turned to the other heroes, finally acknowledging them. "This kids a genius. When I first met him he had made a wind turbine out of household stuff all by himself!"

Steve may have been around for almost a year now but he was still confused on a majority of modern things, like wind turbines. He guess it had something to do with the wind and something spinning but didn't get the whole gravity of the situation. Tony, on the other hand, was impressed.

"Jeez kid, that's one hell of an achievement." he whistled. Jorge looked up, shocked. Iron Man had given him a compliment? Tony Stark? His day was amazing and scary and fantastic and-

"Now, I need a pen and paper and you need a coat." Spider-Man said, drawing him out of his thoughts. Spider-Man looked up at the other heroes for a second.

"Could you just keep an eye on this kid for me?" he asked. Steve nodded and Spider-man shot off a web before swinging off.

"Be back in a sec." he shouted back.

It was an awkward five minutes as Jorge sat in silence, trying to warm himself up. The adrenaline had worn off and now he was tired. Steve sat with him, trying (and failing to strike up conversation) while Tony checked to see if anyone was coming back to consciousness. They could hear the police getting closer but there were a lot of people to deal with so the street was still empty.

Finally, Spider-Man swung back to the scene carrying a small puffer coat and a pen and paper in his hands.

"Try this on." he instructed, sitting cross legged on the floor with Steve and Jorge. Tony headed back towards them. Jorge tried on the coat and found it was a size to big but he didn't complain, it was cold and the coat was warm. He then noticed something scratching his wrist and found the label. It gave the company who made it and the price: $20.

"Whoops," cried Spider-Man, "you're not supposed to know the price of gifts!"

With that, he ripped the label off and crumpled it in his hand. Jorge sat in awe, realising Spider-Man had bought him a present.

"Now," Spider-Man started, "let's write this note to your mum."

Spider-Man started trying to flatten the paper in his hand and write on his knee.

"Why are you writing on maths paper?" Jorge asked spontaneously. Spider-Man looked up in surprise and Steve looked at the paper. The kid was right. It was the paper used in Maths books, the small squared A5 paper with one side jaggedly cut.

"If my Maths teacher asks," Spider-Man stated, "I'm gonna say that I was doodling on it."

"Maths teacher?" Tony questioned. Spider-Man suddenly realised his mistake about giving away information and froze. Jorge didn't seem to notice.

"I hope they're not as mean as mine." Jorge muttered in disgust. "She's evil!"

"Oh no, not another one!" Spider-Man exaggerated. "I think it might be in their job description. _You must have a teaching qualification, know two plus two. Oh, and be evil to your students._"

Jorge laughed and even though Steve and Tony realised that Spider-Man was younger than they had assumed, they both grinned at the joke.

"Anyway," Spider-Man said, "back to the letter."

Spider-Man started scrawling onto the crumpling paper, muttering as he wrote.

After two minutes of trying to decipher the muttering and reading over his shoulders, Spider-Man finished.

"There!" he proclaimed, gleaming proudly at the letter. He then folded it up and wrote _Jorge's mum_ on the front and handed it the the boy himself.

"You think this'll convince her?" He asked, unsure.

"Most certainly. Now, I think we'd better get you home." Spider-Man said standing up. Jorge stood up too but his legs wobbled from exhaustion. Steve stood up at the same time and steadied him. Jorge also yawned. Sadly, the yawn was contagious and within seconds, Spider-Man yawned too.

"Hey kid, why don't I give you a lift home?" Tony suggested. Jorge looked gleefully at Tony before quickly glancing at Spider-Man as if to check it was okay.

"Hey," Spider-Man said. "I'm not your parent, I'm sure you'll get home safe with Iron Man. Just remember, Spidey is the coolest hero here."

There was protest from Tony and a mocking 'right' from Steve. Jorge laughed.

"Thank you for helping me." Jorge said sweetly once he stopped laughing.

"Is there anything else you need, son?" Steve asked.

Jorge looked up cautiously at the three heroes, uncertain whether to bring up what was on his mind. Finally, it looked like he decided.

"When – when that mean man had me, I was really scared." Jorge said sadly. He glared at the ground as if it was the reason for his fear. "I... I wanted to know how you guys don't get scared."

All three heroes looked at each other in shock. They hadn't been expecting this. Spider-Man responded first.

"Kid, everyone gets scared." he stated. "I know I do, I know my friends do, police do, heck, even these two probably do."

Spider-Man gestured to the heroes behind him. Steve nodded and Tony, who wanted to joke but decided better of it, nodded too.

"It's only natural to get scared." Steve said softly. "Without it, we wouldn't survive. Don't try and not be scared, just don't let it paralyse you."

"See, even big scary guys like them get scared!" Spider-Man joked. "I bet, even that big scary man who had you is scared of something. He was scared of getting caught, scared of jail, I think he's probably even scared of kittens."

Spider-Man sounded so dead serious at his last comment that they all chuckled.

"Why kittens?" Jorge laughed. Spider-Man let out a mocking startled gasp as if unable to comprehend why anyone _wouldn't _be scared of kittens.

"Kittens are evil!" he exclaimed, throwing his hands in the air. "They look all cute and fuzzy and then they stick their evil little claws out and naw at you. It hurts!"

Jorge laughed at Spider-Man's over exaggeratedness and the other two heroes just grinned.

"Come on, kid." Tony said. "Time to fly."

Jorge said one more goodbye to Steve and Spider-Man before allowing Tony to lift him up and fly him home. The two stationary heroes waved them off until they were out of sight.

Steve turned to Spider-Man.

"That was a kind thing you did for him." Steve said, grinning. Spider-Man cocked his head sideways in confusion.

"What was?" he asked.

"Helping him, buying him a coat, writing him that letter." Steve listed, amused that Spider-Man didn't see it.

Spider-Man just shrugged.

"I just wanted to help him, it was nothing too much." Spider-Man said, brushing it off.

Suddenly, Spider-Man froze like time had stopped. Steve looked at him curiously. Before he could say anything though, Spider-Man gripped his head and limped forwards slightly.

"Oh crap, oh crap, oh crap." he muttered. "I am sooo dead!"

Steve's smile instantly dropped and he looked the vigilante over. It was only then he noticed that the man was limping and there was a cut on his leg. Because of the red blood and red in his suit, it made it hard for Steve to analyse how bad the situation was.

"Are you alright?" He asked. "Are you hurt?"

Spider-Man stopped muttering and looked directly at Steve.

"No I'm not alright, I'm going to die!" Spider-Man cried out.

"What's-" Steve started.

"I forgot to buy the eggs!" Spider-Man shouted. Steve paused in confusion.

"What?" Steve asked, dumbfounded.

"I spent my last bit of money on the coat. I was supposed to buy eggs! I am so dead!" Spider-Man cried.

Steve just stared at Spider-Man for a good minute, watching the young vigilante mutter and limp pace. Finally, he let out a good belching laugh.

Now it was Spider-Man's turn to be dumbfounded. Steve finally stopped laughing at looked at the teen.

"Seriously? You fight bad guys constantly, you comforted a frightened child and wrote him a note so that he wouldn't be in trouble with his mum and your terrified because you don't have money for eggs?" Steve summed up, laughing once again.

Spider-Man nodded vigorously.

"Well, yeah!" he replied. "Have you met my aunt? She'll kill me! This is like the tenth time this week I forgot something!"

Steve just laughed again, shaking his head as he reached behind to a hidden back pocket. One of the improvements he had done to the costume was adding a back pocket. It meant he was able to put things in there like a phone and, most importantly, a wallet.

Still laughing, he pulled the wallet out of his pocket and took out a fiver.

"That should _save_ you." he laughed.

Spider-Man stared at the bank note like it was his salvation.

"I – I can never repay you for this." he said in awe. He gripped the fiver like he was scared it would run away. Steve chuckled again.

"Sure you can. Just keep helping people and we'll call it even." Steve said kindly.

Spider-Man nodded enthusiastically, thanked Steve several times and then swung off.

Steve stood there grinning. He wasn't completely sure whether that was normal in this day and age or if the modern world was just really weird. All he knew was, he was happy to be apart of it.

**Ta da! Was it any good or was it crap?**

**I'm not stuck on Great Grandpa Cap, I'm just trying to think of the best way to write the next chapter. To do so, I wrote this to get the idea out and clear my brain so that I could focus on one story at a time.**

**Please review and tell me how I did. Thank you and good night/morning/evening :)**


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Avengers, Spider-Man, Friendship