Avengers, Spider-Man 1. Chapter 1: Separate Ways

Chapter 1: Separate Ways

_Stark Tower, Tony Stark's Penthouse Suite, 5:30 PM_

"Sir, might I remind you that this experiment is taking place thirty stories off the ground?" A robotic voice chimed in through Stark Tower's intercom system. JARVIS' warnings, however logical or identifiable, didn't deter Tony Stark, self-proclaimed Billionare Playboy Philanthropist. And, to add to the ridiculous idea of the experiment he pulled off during the Battle of New York, he insisted on doing the same trick again, ignoring the fact that he had barely escaped going splat on the pavement below Stark Tower during that battle. "I might also remind you that Ms. Potts asked you to not break any windows while your apartment is being repaired."

"No kidding, JARVIS." Tony replied, gripping the remote cuffs on his wrists. "Alright, begin testing of the Mark VII armor. I don't wanna think that Loki incident was a Mary Sue incident."

"Yes sir," JARVIS replied, until the system froze up halfway through the armor launching proces. "Error. Civilian on exterior surface of tower." Tony froze from moving towards the edge of the tower, and paused to touch his earpiece.

"What? On the exterior of the tower? JARVIS, come on; the cleaning crews aren't gonna be outside for another hour. In case Pepper changed their time shift, let's stop and continue it later."

"Sir," JARVIS replied, retracting the mark VII tube into the tower's inner structure. "The security system cameras picked up the cause of the disturbance. It appears to have been a short burst of contact, but whatever it was caused a tripping in the system." Tony looked up from the Mark VII controls, and stuck his lip out, and replied to his AI.

"You know what? Bring up the footage, JARVIS." The AI complied, a hologram containing the video files springing up. Tony watched as a red and blue blur gripped the side of the tower, then a light-red glow flashed across his wrist, before the blur jettisoned away to grab another building. "I don't think that's Capsicle, even with the color scheme. Uh, JARVIS, can you slow down the video and enhance the image?" JARVIS complied, as the quality of the camera enhanced. Tony took a look at the video, and saw the figure jumping across his building. "JARVIS, who is this guy?"

"That would be the vigilante Spider-Man, sir," JARVIS replied, showing what little statistics had been collected by the NYPD since Spider-Man's first appearance. "He first appeared a year ago, during the Lizard, aka Dr. Curtis Connors' attack on Oscorp Tower, and had been fighting street crime at least a week before he stopped the attack on the tower." Tony huffed as Steve Rogers, aka Captain America, walked into the room.

"Uh, Tony..." Steve explained, leaning on one of JARVIS' arms, and looking at Tony staring in a different direction, at the video of the flowing figure on his wall. "Why are you obsessing over one of those YouTube videos I've heard of."

"No, it isn't YouTube," Tony replied, looking at the hologram video recording. "It's a security recording that JARVIS just sent to me a few minutes ago. I don't think that's you after taking even more Superhuman steroids."

"Nope. That's..." Cap looked at the hologram, raising an eyebrow in curiosity. "That's the vigilante, Spider-Man, right?" Tony nodded, not taking his eyes off the hologram. "And, what's he doing at Stark Tower? As far as I know... you didn't invite any new Avengers while I was working, did you?"

"I'm not that ridiculous," Tony retorted, looking over the edge to see a thin line of a silky substance. "Uh... JARVIS, get that stuff off my window and bring it to my lab." A robotic arm complied, and pulled the sticky substance off of the tower's window. "Huh... this looks like something Oscorp had been developing a while back."

"Sir," JARVIS interrupted, catching both Tony and Steve's attention from the strand, "Director Fury has requested your presence on the SHIELD Helicarrier."

"Well," Tony grunted, getting out of his seat and huffing at the fact that he had failed to finish studying the compound. "Fury comes first, I guess. JARVIS, get us a bottle of nice whiskey on our way to the quinjet they're gonna send us."

* * *

If there was a more painful time in his life, Peter Parker couldn't remember it.

And even if he could, it would probably take a lot to switch his mind to that and not pull back to his current position.

Less than a week after the invasion of aliens into Earth, Peter Parker was still recovering from several injuries left on his body, acquired from protecting civilians from the hostile threat. One had clipped his arm with their mode of transportation, and there was a nice, clean gash on his arm to prove the experience. Another one, an alien who was clearly experienced in hand-to-hand combat, had used a sword/rifle to swipe a clean cut through his torso. Other than that, he had successfully held off the invasion in the Manhattan area, escaping with a torn suit and missing a golden lens.

Now, all he had to do was wait out until his healing factor made the injuries go away. And, to his convenience, Midtown Science had to be closed down for two weeks for repairs due to damage from the alien invasion. So, to keep himself free of boredom, Peter had been spending time with his Aunt and Gwen, and making sure he wore long sleeves at all times to hide the injuries he sustained. Other than that, it was watching the news to see if anybody noticed his efforts during the invasion. Oh, and making sure Spider-Man was still at top efficiency in an injured state. That was very important.

A soft knock resonated on his door, and Peter looked up to it. "Come in." The door opened, with Gwen Stacy's head popping through the door, followed by the rest of her.

"Hey, Pete," Gwen smiled, sitting down next to him on the bed in his room, adjacent to the TV he had set up in there. "So, heard anything Spidey-related from the invasion recovery?"

"Nope, it's all about the Avengers," Peter replied, switching from one news channel to the next, detailing events and interviews about the superhero team on every one of them. "It's as if Spider-Man doesn't even exist anymore to anybody but the police."

"They're still on your tail?" Gwen asked, resting her head on Peter's shoulder. "I'd have thought that with all the good you did, they'd get off you after the Lizard incident."

"Apparently they didn't get the message from Doc Connors," Peter replied, fixing his arm around Gwen's waist. "Well, best I can do is hope that the Avengers and the whole Chitauri invasion thing cools down the heat on my end." With that said, the two continued to snuggle closely, hoping that things would get better soon.

* * *

**A/N: So, I got the idea to write a TASM/Avengers crossover after seeing the amazing (get it?) fan base, and decided to take a shot at it myself, having been a Tron fan fiction writer for almost two years. I wanted to expand my horizon and push my limits, and being an avid Spidey fan, decided to try that as my next area of writing. I've noticed a fanfic by Frivolous Thoughts called ****_Unnoticeable_****, which hasn't been updated in a while. In that case, I highly recommend it as a read and expansion of the Marvel universe. That said, the story here is going to share a bit of resemblance in the beginning (such as the new members of the Avengers, and Spidey's first interactions with the team), but I'm going to do my best to deviate sharply as fast as I can, and prevent comparisons from being drawn, since FT is a great author, and I hate to compare my work to his, since this is my first jab at anything outside of Tron/Pokemon/Star Wars. All that out of the way, hope you enjoy Reassembled, and favorites, follows and reviews are as appreciated as they are on any other community!**

**Signing off for the week, QuilSniv!**


	2. Chapter 2: Reassembling

Chapter 2: Reassembling

The sleek, reflective floor of the SHIELD Helicarrier squeaked as four agents from the spy agency escorted Captain Steve Rogers and Industrialist Magnate Tony Stark to the observation platform of the Helicarrier that their director relied so heavily upon. That said, he relied on it for a reason. It was SHIELD's main headquarters, the only other site being the Triskelion in DC, which of course meant control over SHIELD from one country, and the organization's job was to remain an international peace-keeping force, not ruled by a single country.

And beneath them were Earth's Mightiest Heroes, or at least what was left of them. Just a symbol to America with an indestructible shield and a billionaire with an arc reactor-powered suit. No longer were they accompanied by a gamma-powered monster with the mindset of absolute destruction, or a god with the power to harness lightning. No longer did they have two master assassins to back them up, or be their liaison to SHIELD. All they had was symbolism.

Tony and Steve sat down at a circular table in the middle of the Helicarrier's observation platform. After several minutes, Director Nick Fury entered the room, followed closely by his equally-close lieutenant, agent Maria Hill. A snap of Fury's fingers instructed the other agents to leave the room, and they did so with impeccable efficiency, with two standing guard outside the door, and the other two left to attend to normal duties.

Tony was the first to speak after the other four agents left the room. "Here, Fury, I brought you a gift. Finest whiskey JARVIS could find in my personal stash." Tony placed the bottle on the table's surface, to which the director took for himself and stashed in his trench coat.

"I'll be sure to remember it for when I throw a party," Fury replied, placing his hands on the table. "Now, I'm sure you're curious as to why I brought you two aboard. It's about the Initiative." Tony and Steve looked at each other in genuine curiosity, before turning their attention back to Fury's glaring eye. "As far as I know, we've lost contact with two of the Avengers; Thor has gone back to his realm, and Banner is on the run from the military; more specifically-"

"The Hulkbusters," Tony replied, interrupting Fury. "Yeah, and I don't know why, but I have a feeling that you have something to do with Thunderbolt Ross knocking on my apartment's window with a helicopter blade, and demanding that Bruce release himself to the authorities." Tony paused, and looked at a calender on his phone. "And that's why I had a hulk-sized hole in my window and a crater in my floor for a week."

"SHIELD did nothing to assist General Ross with attempting to capture the Hulk," Fury retorted, his one eye drawn nose-to-nose with Tony's. "In fact, I'd say the battle in Manhattan is the very reason they found him. Regardless, Banner is missing, and Agents Romanoff and Barton are going to be out on assignment every other Thursday. That said-"

"We're gonna need more Avengers," Cap replied, drawing the eyes of every person in the room. "Well, Fury's right. With two of our members off the grid, and the other two already working for SHIELD, that leaves just me and Tony to defend the Earth. In fact, I think..." Cap finished his sentence, looking at Fury before starting it again. "I think our good friend here has a list ready to show us of the nutjobs that he wants running around Tony's building."

Tony looked up from his phone, not having paid attention to Steve or Fury, and realized that his name had been mentioned. "Oh, were you talking about my building? Sorry, I was playing Words with Friends with Pepper. She has an extensive vocabulary. Anyways, new Avengers, Fury has them, they're living with me? Got it. Let's look at 'em."

Fury nodded in mild approval, drawing a holographic chip from his pocket. "You've got a good eye, Rogers. Shoulda signed up for SHIELD instead." Ignoring Cap's shaking head, the director slid the chip into the holographic display, everybody's eyes trained on the first candidate of the list.

"What you're seeing here is the new list of candidates for the Avengers Initiative. It doesn't matter if they have superhuman abilities or not, as long as they have mastered a skill, they're on this list." Steve looked at a scruffy haired man, who looked as though he hadn't showered in a long time.

"Who's this one?"

"That, Captain, is James Howlett. Most sources refer to him as Logan, or as Wolverine. But here at SHIELD, we stick to the facts. He's a mutant, born sometime in the late 17th century in Canada. The reason he's lived so long is due to a highly advanced healing factor that his mutant powers contain, along with the ability to unsheathe extra bones in his body. Recently, an experiment grafted a metal known as Adamantium into his skeleton, making his practically indestructible. He's fought in every major conflict known to man, usually for the United States. Since then, he's taken up residence with a man known as Charles Xavier in upper Manchester, but rarely stays in place for long. His current location is unknown. Throw in the ability to go off of SHIELD's grid, an indestructible body, and a temper shorter than the Hulk's... you have yourself a weapon of mass destruction that makes Red Skull seem like a peacekeeper."

Steve looked at the profile, then at Tony, then finally at Fury. "Are we sure that this is a safe choice. I mean, a man with this type of manpower is something the Avengers would need, but what's stopping him from going berserk for somebody stepping on his shirt by mistake?"

"I would consider him," Tony said, offering his two cents on the matter. "But only on a reserve status. He's practically the Hulk, but seems a lot harder to calm down." Tony nudged Steve playfully. "Come on, let's give him a chance."

Fury looked down from the hologram, giving what the two Avengers could assume was a smirk of victory. "Good. Wolverine is in reserve status." The director of SHIELD swiped the hologram to the side, showing a man in a red and blue jumpsuit, with a metal helmet over his head. The hologram designated the man as Ant-Man and Giant-Man at the same time.

"This is Scott Lang, aka Ant-Man, aka Giant-Man. He once worked as the electrical engineer and lab assistant of Doctor Henry Pym, before being exposed to one of Pym's experiments."

"Oh, yeah, I remember that," Tony interjected, surprising Steve. "That was back in '98, wasn't it? Didn't Pym get exposure to the experiment as well?"

"Well, at least your memory works, Stark," Fury replied, shrinking the hologram down so another could fit in. This one showed a man with dirty blonde hair, accompanied by bright blue eyes, and a comforting, peaceful smile. "Pym was originally the man who became Ant-Man, aka Giant-Man, after exposure to a massive discovery in the scientific field. Pym Particles, as he named it, are what allow him to shrink and grow at will." Fury moved the hologram to the side, allowing Ant-Man's to take it's space. "With that said, Pym was a pacifist, and soon retired the Ant-Man identity. Lang took up the identity, and subsequently became the man who set the name in stone."

"I would recommend putting them both on the team," Steve said, acquiring looks of intrigue from all the people in the room. "Think about it. Scott alone is useful, but imagine if we had two of the greatest minds on the Earth on one team. This could help our team a lot in the technology department."

Fury nodded, swiping the hologram aside. "So Lang and Pym are both on the team." Another hologram took their place, this time a young woman, maybe at college age, with chest-length hazelnut-brown hair. Tony nodded in approval, smirking at Steve, who frowned at Tony's actions. Fury ignored their silent argument, and continued. "This is Ms. Janet Van Dyne, aka the Wasp. She was one of Pym's students, and was one of the only people to ever get an A on Pym's final exam, with a score of 93. She was Doctor Pym's lab assistant along with Lang, and has since become a full-time superhero. In fact, I believe that she and Doctor Pym are engaged."

"Well, let's congratulate the lucky couple next time we see them." Tony said, clapping into the air like a small child. "Any others you wanna run by us, Fury? 'Cause I don't Jan to be our only female member besides Romanoff."

"Actually, two more candidates," Fury replied, swiping the hologram to show an extremely large behemoth, covered in spiky gray armor and taking up a majority of the hologram, the name Abomination underneath it. "The World Security Council has again requested that Emil Blonsky, aka the Abomination, be a member-"

"No," Steve replied, not letting the idea fly. "Blonsky tore up a city trying to help Ross track down the Hulk. He has no regard for civilian casualties, and his idea of winning is killing anything that moves. He's more of a threat than the Hulk and Wolverine put together, more like a combination of them in a blender." Steve looked at Fury, who was trying to get him to reconsider. "This is a team that you chose for me to lead. I'm going to make the call on who gets onto this team, and you all have the right to voice their opinion. But this man is a force we can't control, and I say that if he has no regard for the civilians he's supposed to be protecting, then he most likely has no regard for the people on his team. No Abomination."

"Alright then," Fury said, moving the hologram to the trash bin. "Veto it is then. And finally, we have another female member for your team." A large metal door hissed open, to reveal a young woman, no more than twenty-five years old, in formal military attire. "This is Air Force Major Carol Danvers, of the 104th Fighter Wing. Her team was on a routine test flight and had landed when an extraterrestrial force crash-landed in their base, killing the rest of their squadron. For some reason, Danvers survived the initial explosions and the following radiation storm that followed. Her genetic structure has been drastically changed to give her multiple superhuman abilities, including flight, energy absortion, redirection and energy blasts, along with superhuman strength and enhanced durability. Her full limits aren't even close to what she's exerting right now."

Steve was the first to move, saluting Carol in military fashion. "Major Danvers. I'm Steve Rogers, it's nice to meet you."

Danvers, instead of entering the room, returned the salute. "Captain Rogers. It's an honor to meet you in person, sir." Steve looked at Tony, who shrugged, taking note of her serious military attitude. Steve pushed a few locks of blond hair up, and gestured for Carol to walk in.

"Ms. Danvers, we're aware that you have obtained superhuman abilities." Steve said, motioning to a chair for her to sit in. "It's our job to use the abilities we've been given to defend our home from those that wish to threaten it. And we'll need all the help we can get."

"What Steve is saying, Carol," Tony interjected, standing up as well, "We want you to join the Avengers. You're basically in the military, just a squad of superheroes. Do you want in?"

Carol looked up, taking off her hat. "I was given these abilities, and I swore that I'd use them to protect the world. And if joining the Avengers means I can use my powers to protect people... so be it. You want an Avenger, you just got one."

"Great. Welcome aboard, Carol!" Tony shouted, raising his arms in victory. "But, I doubt you'd want to wear a military uniform in combat. Spandex for everybody! Except for me of course, you know, the armor." As he began to exit, Tony stopped himself, turning around and facing the table. "Actually, Fury, since you don't have anybody else for candidacy, I have a suggestion."

Steve looked at Tony, and nodded in approval. "Alright, since Steve agrees with me, I'll pull my card." Tony pulled a data chip from his jacket and placed it in the projector, showing a red-and-blue clad man with a spider symbol on his chest, the only expression being the sienna lenses on his mask. "Spider-Man. Identity unknown." The silence in the air disturbed Tony, as he pointed at the hologram. "What? I mean, he's been around for a year, and he's obviously done a lot in the superhero community."

"Spider-Man?" Carol asked, pointing at the same hologram Tony was acknowledging. "Mr. Stark, with all due respect, this man is both a vigilante and a wanted murderer for the death of Captain George Stacy. I don't think we'd want him as a member of a public team."

"That may be true, Ms. Danvers," Steve replied, joining everybody at the table once again. "But I wouldn't go so far as to label him a criminal. He saved the city from being transformed into a lizard zoo. That, and I don't believe that Spider-Man could murder Captain Stacy unless he was carrying a katana with him." Steve exited the room, with Tony and Carol looking at him, Fury not wanting to throw in his opinion. "We're done here, Avengers. Let's go."

* * *

Peter's webline gripped onto a flagpole, flinging him over it and onto the ridge of another building. Jumping from the roof to the water tower on it, Peter stopped moving when he realized that his phone was vibrating in the sleeve of his costume. Resting on the ledge of a rooftop, he wrestled his phone out of his sleeve, looking at the caller ID to see that it was his girlfriend. "Y'ello? It's Peter."

"Duh," Gwen replied over the other line, her laugh making Peter fall in line completely. "Who else do you think would call you at this time of day?"

"Well, for starters, my aunt," Peter replied, looking out over New York's cityscape. "Then you... then... you know what, that's all I can think of." Gwen laughed over the phone, and Peter looked down to take his mask off. The mask had several tears on the hairline, and one of the lenses was cracked, the other completely missing from the battle with the Chitauri. "So, why'd you call?"

"Well... I was wondering if you wanted to stop by my place for dinner tonight?" Gwen replied, unaware that her boyfriend was standing up. "Also... you need to fix your costume. I can see you hair every time you're on the news when the Avengers aren't. That, and your eyes. The lenses are gone, and the look is just strange when I can see your eyes."

"I was actually thinking of taking a break from Spider-Man for a few days, and completely redoing the costume." Gwen didn't need to even speak for Peter to know that she was in genuine shock. "Yeah, but the old one is so grimy now, I can't wash it out. That, and the lenses on this one are way too intimdating. If I wanna spread the whole 'Friendly Neighborhood Spider-Man' thing, I don't wanna make people think that I'm there to beat them up. Except for the criminals. You know, something neutral."

"That actually would be fun!" Gwen answered exuberantly, and Peter strolled over to the other edge of the building. "We could work on that together. I'm thinking we should switch the red and blue out for pink and purple."

"Hey, my costume," Peter snarked back, smirking at the setting sun. "I chose the colors already, they're staying that way. Look, I gotta go. Bank robbery downtown." Peter felt like he was forgetting something, until Gwen replied back to him.

"Okay, well, I was going to hang out and study with Carlie this afternoon."

"Oh, yeah! I remembered what I was thinking of. Yeah, I can come over tonight. Just... not right now."

"Oh, I understand,"Gwen said, a hint of sadness in her voice. "I'll see you later, then."

Peter bit his lip, ashamed that he couldn't attend to his normal life as if it was his choice. "Yeah, I'll see you later, then." Hanging up, he shot a web downwards, letting it drag him down into the city. "Oh, well... story of my life."

* * *

"Hello, Mr. Robber!" A voice sung through the air, the two robbers looking up in fright to see a red-and-blue spandex-covered figure intercept them on their escape. "You're Schultz, right? The bank vault hacker, right? And you must be... Myers, that's right! And you... huh.. you're a new guy." Peter acknowledged to the third man, standing next to his comrades, masqueraded by the shadows. "Oh, well, NYPD gets some new friends to play with!" One of them, Myers, drew a boomerang, and tossed it at Spidey, who dodged the projectile with ease. Before his Spider-sense could react, the boomerang ricocheted off the wall, and slammed into the back of Peter's head, who rushed Myers and webbed him to the wall. The other, Schultz, tried to use Myers' capture to escape, but instead was facing the webslinger when he faced forward.

"Greetings, earthling," Peter mocked, hanging upside down on a web. "I am Spider-ET. All your moneys are belong to me." Spidey fired a web, grabbing the bag of valuables, but instead of making off with the money, webbed it up against the wall next to Myers, and faced Schultz, who was trying to climb the wall to escape. "Hey, that's my trademark! I'm gonna have to sue you for copyright infringement!" Another web grabbed Schultz, letting him dangle upside-down next to Myers. "Now, if you'll excuse moi, your friendly neighborhood-" Peter was rudely interrupted as a black-clad figure used Peter as a jumping leverage, slamming the webslinger into the ground.

"Ugh... and I literally bit the dust... It tastes terrible," Peter groaned, sitting up, and watching the black-clad figure, complete with snow-white hair, disappear into the lights of New York City. "Huh... well, things can't get any worse from-" Again, Peter was interrupted, with the money bag slipping from the web he had spun, clocking him on the back of the head. "And I stand corrected."

* * *

Gwen sat at her desk, filling out the homework assignment her teacher had given her and Peter. Of course, with her boyfriend out beating the snot out of criminals instead, she was the only one of the two to actually attempt completion of the assignment.

That was, until she heard the tap on her window that told her that Peter had come to her place. Slowly walking over, she slid open the window, and Peter rolled into her room, covered from head to toe in dust and missing his mask, but still holding his regular clothes.

"Hey," Peter said, stealing a quick kiss from Gwen, letting the passion rub into him. "How was the study thing with Carlie? I just got back from arresting the same old thieves as usual."

"Hey yourself," Gwen replied happily, returning the kiss quickly before sitting back at her desk again. "Well, she basically told me she's studying forensics at ESU, on a scholarship. Apparently she wants to follow in her dad's footsteps, and join the Police force."

"Ray Cooper? Yeah, I remember him. He was one of the guys on your dad's force." Just seconds after saying that, he realized he had pressed on a sore spot in Gwen's memory. "Oh, man. Gwen, I'm sorry."

"It's... it's okay." She replied, leaning closer into his chest. Trying to lighten the mood, Gwen put her homework, finally completed, away to pull out a sketchbook. "So, let's try and move away from the sore spots... we have a costume to design."

* * *

**A/N: One thing to say before I go any further: You guys are awesome. Within a day and a half, this has become my most popular fanfic to date, and has more favorites and follows than all my other stories to date combined! And it's all thanks to you guys, and your positive support has been so helpful. Also, I'm juggling four-fanfics-at-a-time-itis, so expect more scarce updates, since I may be dropping a title, but I'll have less time to update if I wanna keep all my support. Any-who, with all the celebrating out of the way, let's take a look at what we've done today.**

**First off, the line-up of new Avengers is very similar to that of Unnoticeable, but you'll notice three major differences: Wolverine is on the team, but only on reserver status. Bruce is still on the run from the Hulkbusters, and was forced to leave by Ross. Also, both Scott Lang and Doc Pym are joining, sort of like how Pym is a regular person in ****_Avengers AI_****, and also drawing parallels to the upcoming Ant-Man movie. So, I did my best to shake things up, while shrouding Fury's opinion on the webslinger to build it up. And I also managed to fit Marvel's least popular character into the story: Carlie Cooper, and yes, I did things off of ****_the Many Loves of Spider-Man_****. And no, she won't be dating Peter while Gwen's still around. And I also drew a comparison to how Gwen helped Peter with the costume change in the Marvel Cinematic Infinity comic. And finally, I also introduced Fred Myers (Boomerang) and Herman Schultz (Shocker) instead of O'Hirn and Marko. I thought I'd run off of the Superior Foes of Spider-Man, which I highly recommend as a comedy read. Also fit in Black Cat, but I don't wanna just put her in there out of the blue, so I'll build her up before she makes a full appearance.**

**Either way, your support is awesome, and I hope to see you guys next chapter! QuilSniv signing off!**


	3. Chapter 3: Back in Business

Chapter 3: Back in Business

_New York City, 5__th__ and Broadway, 8:32 PM..._

Darkness had fallen on New York at least an hour ago, but the bright lighting of Times Square refused to yield to the surrounding environment, as did the people within the city's boundaries. It was as if night never existed for the people of New York, but in an alleyways across the city, it was a completely different story.

'_That was, until Spider-Man came along,_' Peter Parker thought to himself as he swung across the cityscape of his home. 'Since I jumped into Spandex, there's been an all-time crime low, the city seems pretty safe for now, and my life's pretty good. Things couldn't be better right now.'

Of course, that had been a good hour ago, when he showed off his new threads to the city, his head in the air without a care in the world.

And then, right now, his head was on the concrete, his body tazed by the NYPD and sprawled within the small barricade set up by said police force. A couple of squads, consisting of about two dozen men combined, stood across the barricade lines, with a dozen more surrounding him in case he tried anything dangerous.

"It'll be fine, Gwen," Peter had told his girlfriend when he decided to come out of hiding for a few days. "I promise. The Avengers are soaking up the attention anyways, so I shouldn't have to worry about the cops for a while. Maybe a month at least. Don't worry, hun. I'll be fine."

Now, looking back on his promise, Peter figured he owed Gwen a very big apology.

* * *

_Two days ago, Gwen Stacy's apartment, 6:21 AM..._

Peter slowly lifted his eyelids, to find himself without a shirt on in the corner of his girlfriend's bedroom. Drowsy still, he looked up to find Gwen fast asleep, the glow of the sun reflecting on her face and hair perfectly. Peter smiled, then looked at the half-finished costume he had on top of him as a blanket. Picking up the needles off the floor to prevent harm to anybody, he clenched one needle between his teeth, and stuck the other, held by black threads, and continued working on his costume. A small smack of lips found Peter looking at his awakened girlfriend, who looked at what he as doing on her floor.

"Ugh...Morning," Gwen whispered sweetly, lifting herself out of bed to join Peter on the floor. "So, how long have you been... you know... working on that passion project of yours?"

"Literally seconds before you woke up," Peter managed to get out through his clenched teeth, finishing up the web design on his suit's torso. "So, did we?-"

"Sorry, Bugboy." Gwen teased, rubbing up against his shoulder, a mat of blond hair preventing skin contact. "You aren't that lucky." Eyeing the half-completed suit in her boyfriend's hands, Gwen looked at Peter and leaned her head on his shoulder. "So, why's your suit in a million pieces?"

"I guess if I split the suit into a couple of pieces, it would be easier to put in a backpack."

"Yeah, because you always wear a costume in a backpack."

"You try wearing a costume for a few hours before being able to take it off in your room at the break of night." Peter tossed the costume, minus the lenses he needed to pick up later, in his costume, and reattached his web shooters to the sleeves, and slid out the fire escape. "Hey, um... how about I meet you for lunch later today? School starts tomorrow, we might wanna get in what we can."

"Hmm... sounds good." Gwen replied, kissing Peter on the forehead as she leaned out her window. "Have fun, Pete. And give crime a punch for me. Love you."

"I'll be sure to tell them you asked. Love you too!" Peter replied, sliding down the stairs of the fire escape. Gwen looked down after him, and shouted at him a warning message.

"And be discreet! I don't want my dad's friends bringing you in for something you didn't do!"

"Oh please!" Peter shouted back, still loud enough over the howling wind for her to hear. "I'm the most discreet person in the world! What're the chances that they'll find me and tie me up?"

* * *

_Present day, 5__th__ and Broadway, 8:32 PM..._

'Well, guess I was wrong,' Peter thought to himself, struggling against the strong cables that the NYPD had used to secure him. The barricade was squeezing in around him, as the angry civilians against both him and the Police pressing against the yellow barrier lines.

"Attention, citizens!" One of the officers shouted into a megaphone, towards the rampant citizens of New York. "We have taken Spider-Man into custody! Please, move away from the scene so we can leave with the murderer of Captain George Stacy!"

"Uh, if there's one thing you should you about me, it's that you don't leave me alone when I'm tied up," Peter replied from behind the officer's back, inciting a series of gasps from the crowd. "Really now, did you think that I wouldn't break free?"

"Spider-Man!" The officer shouted, raising his firearm towards the webslinger, his fellow officers repeating his motion. "You are under arrest for the murder of Captain George Stacy! Stand down or we will open fire!"

"Again, assumptions, assumptions," Spider-Man tsked, dodging the bullets spraying towards him to avoid his demise. "It's as if you guys don't study me. I'm a freaking superhuman, you should expect some kind of cool trick." As Peter tried to retreat, the butt of a rifle struck him in the face, knocking him to the ground as he shouted in pain. The officer pointed the rifle at his face, a look of pure rage and arrogance filling his aura.

"Officer Carter, stand down!" a police sergeant shouted at the officer, knocking the rifle from his iron grip when he failed to comply. "Stan, what the hell are you thinking?! I know you wanna bring him down, but not with his blood smearing the street. The guys at the office wanna bring him in and question him for Captain Stacy's death, we can't do that if he's-"

"Dead? Nah, I don't feel like using that adjective! More like free!" Spider-Man grunted, tackling Carter and flipping his superior over his back. "Look, I'd love to stay and chat, but I have a very important date!" Spider-Man fired a web at the nearest building, disappearing into the shadows of the nearby alleyway until the police gave up, retreating to their cars to avoid pressure from the media.

Once they were gone, Spider-Man peeked his head into the street to make sure the Police were gone, before moving his hand to his mask to let himself breathe, before a voice in the shadows stopped him.

"I wouldn't do that if I were you," the voice said, a soft one, yet contained an authoritative commanding tone to it, "You can never tell when somebody is going to be watching." A car drove by, the light giving Peter's white lenses enough time to register Captain Steve Rogers in the shadows nearby, wearing street clothing but had his shield wrapped around his back. "It's okay. I'm not here to take you in like the NYPD. I'm here to talk. I'm a friend." Peter looked at Cap for a moment, trying to deduce whether it was a trap or not,

"Sorry," Peter said, crawling to the ground in a cautious state, spooked by the encounter with the boys in blue. "I guess I'm a little jumpy. Take it you saw what was going on back there?"

"Everything," Rogers replied, leaning against the wall in an interrogative manner. "But here's my counter-question: why did you run?"

"Uh... sorry?"

"Why did you run?" Steve repeated, edging closer to the webhead, before stopping at a comfortable distance. "The reason you were declared guilty was because you ran before police could find Captain Stacy. If you keep running, people will keep thinking you're still guilty. Not to mention the mask doesn't help your reputation. That's the reason the police were hunting you in the first place, and with Captain Stacy dead, their hunt will escalate exponentially unless you turn yourself in."

"Look." Spider-Man replied, pointing at the mask covering his face from the public, using a sharp tone that stopped Steve dead in his tracks. "I have a family to protect, and friends that are practically part of that family. If I were to reveal myself, then all of them would be placed in danger that I can't protect them all from. If I remain behind the mask when I face my enemies, they stay safe."

Cap sighed, nodding in understanding. "I won't try to arrest you, I know what you're fighting for, and the reasons you hide your face now. Trust me, its a dangerous world out there, and there will be people who want to use their powers to inflict pain on it. All I ask is that you consider if your double life will cause more good than harm." Before turning away into the shadows, Steve looked up. "You know what, I have an idea. How about you make an appearance at Stark Tower tomorrow? We'll talk somewhere that isn't... so... 1940's level of sanitary, and see what we can do about your innocence."

Peter stood still, not believing what was happening. Captain America, the idol of his late uncle, was asking him to visit the home base of the Avengers?! Somehow, it was all sounding like a weird fanfiction or bad comic book plot.

"Alright... I'll see what I can do... I have... things going on tomorrow. But, I'll see what I can do." Steve nodded, a faint smile of appreciation sketched on his lips, and watched Spider-Man fling himself into the night, hoping the vigilante didn't cause any more trouble than was necessary.

* * *

_Stark Tower, Tony Stark's penthouse apartment, 9:00 pm..._

"And the prodigal son returns!" Tony barked in joy, noticing Steve come through the elevator doors to the private apartment space of the Avengers. "Welcome home, my friend. Shall I interest you in some fine whiskey? Or perhaps a good sample of finer foods?" Tony noticed no reaction from Steve, and frowned. "Eh, maybe not that last one. So, what'd you get out of the webhead?"

"Nothing regarding the face behind the mask," Cap shrugged, plopping down into one of the luxury sofas in the apartment living room, the foamy fabric supporting his weight. "But, I did convince him to come on over to the tower tomorrow. Hopefully Carol won't be there tomorrow to see him. You know... vigilante dislike?"

"Be there tomorrow for what?" Carol asked, walking into the room, having overheard part of Cap's sentence. "Are you serious, Tony? You're still hooked on getting Spider-Man into the Avengers?! That's public suicide!"

"Carol, stop." Carol froze dead when Steve stood up, placing his shield next to his seat. "I talked to Spider-Man after he was attacked by the police. He escaped, but he insisted that he was innocent in regards to Captain Stacy's murder. As to being charged with vigilantism, he even admitted to being guilty as charged. But, he can't prove his innocence. So, we're gonna talk to him, and see what we can do to help."

"Cap, you can't seriously be taking his side!" Carol pleaded, gesturing into the glowing night of New York. "We follow the law, and if we let this guy join our ranks, we'll be just as bad as him, because his status will spread like a virus, and we'll be contaminated because of him."

"That may be true, Carol." Steve countered, putting Carol back in her place. "But this person has been, as he claims, falsely accused of murder, and I believe him. So, after the first meeting, we're gonna sit down with him and talk it out. And you threw your military career to the side when you joined the Avengers, and we'll figure out what happens as a team, not through one singular command."

Carol subtly nodded, and sulked out the door, as Tony whistled in an impressed manner. "Damn, Cap, you sure do have a way with words. But... thanks for taking my side. For a sec, I thought the Avengers were gonna be pitched in the middle of a small civil war for a sec."

"I'd rather throw myself at a thousand Chitauri than let that happen, Tony," Steve firmly replied, moving to the elevator and pressing the button. "Look, I'm beat. First meeting is tomorrow morning, right? Make sure the other team members are settled in, and after the meeting, I'm expecting Spider-Man to show up. That's that."

* * *

_Forest Hills, the residence of Peter and May Parker, 9:30 pm..._

The incessant knocking at Peter's front door was the end result of Gwen's fist, making sure Peter was already home. After a full minute of pounding her worried fist against the door, she heard a familiar _thwip_ing noise, to see Peter land quite ungracefully on his roof.

"Pete!" Gwen hissed, loud enough that her boyfriend could hear. "Where the heck have you been, bugboy?! I heard of the police attack, what've you been?-" Gwen gasped when she saw Peter's current form. A cheek had been busted, from Officer Carter's rifle, concrete friction burns scattered across his costume, a cracked lens, several cuts across his forearms and legs, and a half-busted web-shooter. "Oh my god! Peter, what happened?! What did they do to you?!"

"Well, the cops decided to play rough," Peter grinned, ripping off his mask to reveal a bloodied ear, and a subtle black eye where his cracked lens once was. "Don't worry, I'm fine."

"I kinda have to worry, Pete," Gwen soothed him, trying to help him from collapsing. "Because you don't do it enough."

"Well, I'll heal." Peter replied, wincing as his girlfriend helped him up the stairs. "And by the way, you're wrong on the worrying bit." Kissing Gwen softly, Peter smiled fondly into her jade eyes. "I worry plenty without you backing it up."

* * *

_NYPD precinct 18, 10:00 pm..._

Two scruffy, beat-up men sat in the dark shadows of their jail cell, sulking over the defeat from the last night, when an officer walked up to their jail bars, and inserted a key into the one door keeping them free. "Myers, Schultz, you two are free to go." Not sure whether to make sure it was a joke, the two stayed in the shadows, much to the officer's chagrin. "Look, your bail has been paid, you're free to go." Ray Cooper gestured his hands outwards, motioning for the two criminals to exit, albiet restricted by the handcuffs. Two officers, labeled on their badges as DeWolff and Watanabe, escorted them to the door, uncuffed them, and shoved them out the door.

Outside, the two men saw a limo bearing their names, and they entered at the discretion of the limo's driver. Once they were seated inside, the car took off, and Myers and Schultz looked at each other in confusion.

"Uh, hello?" Fred called to the driver, receiving no reply. "Do you mind tellin' us where we're goin'?"

"Up the criminal ladder, that's where," a voice barked from the shadows of the limo. Both Fred and Herman looked back to see two men lurking in said shadows. One was short and broad-shouldered, wearing what looked like 1930's mafia wear, and bore a skull that looked like it could crack concrete. The other was a man decorated in a white tuxedo, but what set him off was his monochromatic skin tone, combining black, white and gray into a single texture. "Or, if you refuse, up through the car roof."

"At ease, Joseph," the taller man smiled, motioning for his subordinate to stand down. "I apologize for my exployee's... oh... exuberance. But more to the point, I have a job offering for both of you, Mr. Myers and Schultz. Both of you will acquire power beyond your wildest dreams, and the ability to defeat a man that has been crawling along the side of my empire for some time now."

"So, is that all you need in return? For us to squash the Spider?" Herman asked, grinning at the sound of his knuckles crunching underneath their own weight. "Hell, I'm in. In fact, the only payment I need for now is the Spider's head on a platter."

"I'm in, too," Fred answered, stretching his throwing arm to keep it from cramping. "We'll be happy to join your little establishment, Mr...?"

"A pleasure to do business with you gentlemen." The man grinned menacingly, leaning forward to show his face. "And please, the name _Mr. Negative_ will suffice."

* * *

**A/N: So, I had a little computer crash, and I managed to save all my files, but I only managed to do it after school started in my area. So, you can expect a few delays in updates, between Reassembled and Tron: Unlimited. Also, this chapter was kinda on the fly, and I feel I treaded into FT's turf a bit here, but with a few twists: First, I added in Boomerang and Shocker, and Mr. Negative as the main baddie of the story. Also, I added Stan Carter in the mix, so you can expect Sin-Eater in the story at some point. I also added some conflict between Ms. Marvel and the other Avengers on Spider-Man's membership, not to mention Wolverine's in a later chapter. I'm also adding a little twist involving Hank and Tony, as the events from the Avengers inspire the ones in Iron Man 3 with a little extra push. So, I'm doing my best to push away from any similarity to other stories, but, I digress, and the updates will be a little more scarce. So, QuilSniv out for a bit, and I hope to see you another time!**

**Reviews, Favorites and Follows are always appreciated, and they really inspire me! Thanks for all your support guys!**


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Avengers, Spider-Man, Adventure