Avengers, Spider-Man 1. Late Night Runs

**AN: So awhile back I briefly mentioned making an Avengers/TASM Spider-Man crossover in my other story Ink Stains, and I had a reviewer ask me to really do that. So then I got my muses whipped up into this huge Peter!whump Spider-angst mood, re-watched TASM, and gave birth to this little heathen. **

**Warnings: This is a semi-dark and depressing fic. Not cutting or anything, but potentially explicit descriptions of: Dissociative Identity Disorder, torture, negative emotions such as inferiority complex, and blood. Sorry in advance if that makes you ick, and I'd advise you not to throw up on your computer screen - aim for the wall, my friend, and call the stain modern art.**

**I've also SEVERELY expanded Peter's powers, just 'cause I'm the author and I feel like people generally underclass Spidey like way too freaking much, so I'm compensating****. Be prepared for an intelligent!****super!****Peter who has no idea what the crap he's doing.**

**No slash. I adore Gwen/Peter.**

* * *

'_DODGE NOW!'_

Spider-Man obeys the internal command, the bio-electric pulse rippling through his every cell and screaming at him for movement. His spine twists artfully as he leaps, limbs less like appendages and more like conduits of living elegance. The bullet pierces the area he has just vacated not even a full second ago. Though the trajectory and path of the smoking metal would have been too swift to any onlooker, Spider-Man's incredibly enhanced vision can spot the projectile as easily as if it was a ball clumsily tossed by a toddler's chubby hands. The sharp crack it rings against the brickwork siding of the building stabs at his eardrums like a dull needle.

He lands on the other wall of the alley and sticks, easily mirroring the exact same position he'd held moments before as he stares downward at the trembling mugger wannabe. Even thirty feet high, semi-upside down, and in the dimness of twilight, he can see the bead of sweat trickling down the man's sallow cheek with all the clarity of an HD camera.

His heart pounds against his ribcage, a kind of delicious icy fire raising goosebumps on his arms and down his spine. Four months, and the wonders of his abilities still haven't ceased to amaze him.

"Careful now," he calls out, mockingly folding his fingers around his mouth. "Wouldn't want you to slip up and accidentally shoot yourself, now would we?"

The man _- _boy? He really can't be older than twenty five, and yet he's in this filthy backalley, throwing his life down the drain _-_ licks dry lips and readjusts his aim. The heavy weight in the pistol's handle tugs his arm down, see-sawing the muzzle of the weapon much too high. Spider-Man scoffs quietly, a low, amused noise in his throat. His aim is still off, and even if it wasn't, he hasn't factored in the kickback.

Spider-man grows impatient, bored fingers tapping in his mind. '_This is dumb,' _he scoffs. '_We've wasted enough time on him already.' _A tittering laugh. '_Look at him sweat!'_

Indeed, another trail of perspiration has slicked the swarthy, shadow-dappled face. The woman held tight by the criminal's hand whimpers pathetically, a cliche example of a damsel in distress. Gwen would've kicked her -

He pauses, tilting his head as his own mental reel catches up with him. _'Did-Did I just reference myself as 'we?' Or, well, '_think_' it, more accurately, but whatever-'_

_'Dodge, you moron!' _A voice tells him, irritated. Spider-Man thoughtlessly leaps once more, front-flipping over the speeding bullet, ever conscious of its path as it ricochets. Suddenly, for no reason at all, the game isn't fun anymore, so he lets himself fall the entire way to the ground, hitting the ground with bone-jarring impact. It would have broken the femurs of any other human. But Peter's enhanced muscles absorb the blow without even a hint of stress. He shoots out a hand, snatching the gun from the thug's loose, terrified grasp.

"Ooh, souvenir," he says, laughing, and then, with a simple tap on his wrist, he pins the scrawny mugger to the alley wall with a thin veneer of webbing. The coating might be light, but each strand is much stronger than steel filament for filament. The thug won't be going anywhere for quite a while.

He looks at the woman hovering by the mouth of the alley, her eyes wide in shock. Her hair is blonde and lightly waved, her outfit consisting of a classy but semi-modest pencil skirt and a white blouse. Probably on her way home from a late night interview (or at least, he hopes that's what it is). No wonder the thug tried to rob her. The pearl necklace glinting over her collarbone could probably fetch at least $400 on the market.

"Call the cops," he instructs, using his deep Spider-Man no-nonsense voice (he's been testing it out a lot lately), and waits long enough to see her nod and fumble in her tiny clasp purse for a cell phone. He kicks off the walls when her painted nails click against the keys, and ascends to the rooftops once again. He does _not _want to be here when the police arrive.

It's been four months since the Lizard incident (as the press has taken to calling it) and yet the NYPD _still _distrusts him. At least he's not classified under "shoot on sight" anymore, so there's some improvement. But he still vividly remembers the tase shot and the actual gun-shot and the significant pain from both of them. They're things that he most certainly does not want a repeat of.

Spider-Man slows once he's forty stories up, running smoothly over a fat skyscraper's roof. On a whim, his gloved fingers come up and yank the mask from his face, worsening the already bedraggled condition of his brown mop. The fabric doesn't breathe as well as he'd hoped it would upon initially designing the costume, and if he wears it too long, it leaves the skin of his face hot and sweaty. And washing away the pleasant aroma of New York slums and sweat is more difficult than you would think.

He sits on an external vent shaft, shifting the textured fabric between his fingers as he tilts his head back and stares up at the dark sky. He can't see many stars tonight, but that's not surprising. Manhattan's layer of smog usually veils the nocturnal sky's diamonds.

He bounces a knee, craning his head constantly in little 360's to take in as much of the stunning view as possible. It's cold up here, and more lonely than Peter thought it would be. Quieter, too. Manhattan is never truly still, but the slow current of night traffic and chaos seem peacefully muted and worlds away at such a height.

His internal clock tells him that it's 2-ish in the morning. He has to wake up for school at 6:00. He's got a pile of half-finished homework waiting for him on his desk when he gets home to complete before he can go to sleep. The thought sends a chord of discontent twanging through his body, mind, and soul.

Vigilante by night, dumb old _Peter_ _Parker_ by day, right?

How can he just _switch_ from adrenalin-fueled hero to a mundane, regular kid? It's like trying to shove a triangular block through a small square opening. It simply won't fit right.

He looks at his hands, flexing the joints and sinews and clenching his hands into fists, quietly marveling. Four months ago, he was just a regular kid struggling to make it through every day_ (but he really wasn't - he didn't know how great his life was back when Ben was still alive and he didn't have any powers)_ and skirting responsibility as much as the next AP high-schooler.

And now?

Now he has to constantly watch himself - _don't shut your locker so hard, Peter, or you'll break it - make up an excuse for gym class, you don't want to accidentally hurt a student, don't want anyone seeing your scars when you change -_

It's all so very confusing and really just emotionally, physically, and mentally _exhausting_.

There's a strange needle-like sensation prickling its way up his spine, a sort of innate sense of wrongness. Not like his sixth precognitive sense, or whatever, but just the feeling that he doesn't fit well in his own skin. It seems strange to have the suit on and the mask off. Like the moment that the costume is disassembled, he just loses every bit of personality that makes him Spider-Man.

Peter slides the mask on again, tugging the flexible fabric past his nose and pulling it over his lips and down under his chin. It's like a reverse filter on his mouth - it breaks up the awkward personality that clots good ol' Parker's speech and lets him say whatever's on his mind without fear. Confidence comes from it, like liquid, fluid steel that cloaks his clumsy movements in sterling grace.

Spider-Man leaps off the rooftop, whooping as he falls, and heads for home.

* * *

Five months now since he was bitten.

Peter's ready to_ drop_.

It's almost third block, in the intermission between classes. He should be heading to AP Calculus BC, but he finds himself resting his flaming forehead against the cool metal of the locker door instead. Last night was a bad night -_- _he was out until four thirty-five a.m., and even when he got home and tried to sleep, half-lucid nightmares kept him awake.

His sleep cycle has been off-kilter ever since the bite, and he's ninety-nine-point-nine percent sure that it's got something to do with whole altered-genetics shtick. Maybe the species of spider that bit him was nocturnal? He wouldn't rule it out - the Oscorp spider enclosure room (he shudders when he remembers the sensation of tiny squirming bodies and spindly legs dropping on his hair and clothes and skin - ) had been nice and dark and quiet.

Whatever the case, his new norm is feeling exhausted all day and his mind continuously slipping into auto-pilot, even if he drinks four cups of coffee (poor bewildered Aunt May keeps wondering who's using up all of the instant coffee) . His after-school schedule is to feast on refrigerated leftovers (really, he didn't eat _that _much before the bite) and then faceplant on his bed and sleep _(pass out)_ until dusk. Like clockwork, when seven rolls around, he's up and awake enough to function. Then it's dinnertime (_yay_ more food!), and then waiting for Aunt May to leave him alone long enough so that he can slip out of his window and go do his crimefighter thing. (Homework usually gets done on top of some building overlooking Midtown Science High the next morning. Turns out web-slinging his way to school is much faster than taking a bus, and it saves money in the long run.)

"Peter?"

Peter rolls his head to the side, peeling his forehead from the locker as he squints. His vision is perfect - okay, well maybe a billion times beyond perfect because even from thirty feet away he can easily see every pore on Gwen's lovely face, see the stratus of different colors streaking through her irises like slivers of radial gems - but it feels like there are crusties clogging his tear ducts, even though he's swiped at them with his thumbs like six times already. He fleetingly thinks of his nice warm bed and suppresses a yearning sigh.

"Hey," he says, smiling weakly, and (only faltering for a second!) gently clasps her smaller, delicate (breakable) hand in his larger one when she's close enough.

Her eyes are tired and puffy and red - she's cried herself to sleep again, maybe even shed a few tears this very morning. An immense cavern gnaws at Peter's chest, a kind of guilt so clingy and suffocating that it gets caught in his throat and makes it hard to speak sometimes. _He's_ the reason why his girlfriend sobs alone in her room every night, because he wasn't fast or strong enough to save Captain Stacy or Ben Parker and really why does she even bother with him -

"Hey, don't zone out on me again," she chides, placing a hand briefly on the side of his face. The black cloud lifts slightly, temporary stitching over the black hole sucking away all of his joy and hope.

"Sorry," he mutters, but he's truthfully not sorry at all, because her hand is warm and soft and _comforting_. He nuzzles it with his cheek, smiling widely, the quirky warm smile that he knows she loves. Something tender flits over her face, making her more beautiful than she already is, but she lightly tugs her hand out of his after a long, comfortable moment.

"No PDA," she chides, adopting a stern countenance, spine ramrod straight and books pressed tightly to her chest. Peter laughs, shaking his head and takes her bookbag for her, slinging it over his own shoulder and walking a bit behind her so that he can admire the way the sun from the courtyard windows shines through and ignites her daisy-blonde hair.

The next second, his vision fogs as his mind slips into auto-pilot, his feet following their usual track through the hallways. He blinks slowly.

"All right, I'll see you later," Gwen says, darting in real quick to brush her lips against his cheek (he's distracted by their softness just for a moment) but he's very preoccupied with the sudden swell of chatter around him, and, well, with the fact that he's outside, when a moment ago he had been on his way to Math class, and now he's outside. _Outside_. The sun has seemingly teleported across the sky, afternoon shadows painting black shadows on the ground.

_What?_

He doesn't remember walking out of the school, or even going through the rest of the day. He checks the cheap digital watch hanging onto his wrist by frayed faux leather straps (an old, old present from Uncle Ben) and runs a hand through wild brown hair in confusion. 2:33 p.m.

School apparently let out thirteen minutes ago.

"Hey - Gwen - " he catches her sleeve, panicking just a little bit as his science-fiction mind starts jumping through hoops. She stops, turns and looks at him in confusion.

"Yeah?"

"Um - " he stutters, realizing that there's really no way to ask, "_Hey where have I been all day and did I act strange or anything because I don't remember the last few hours of my life?" _without sounding like a crazed lunatic. She stares questioningly, one thin eyebrow arched in waiting.

His mouth closes. A brooding sadness lances through his heart, and he realizes that even in all his years of bullies and not making friends, he's never felt more alone than he does right at that moment, standing in a sea of students, unseen, and unable to talk to his girlfriend about his problems because she honestly won't understand them and he doesn't understand them _himself _and he doesn't want to scare her anyway -

He lets go of her sleeve. "Be careful, okay? Walking home, yeah?" he says uselessly, a forced upturn of the lips masking the despondence.

Gwen sees it anyway. That's probably one of the things he likes - no, _loves - _and is simultaneously disturbed the most about her. His awkward emotional defenses are nothing but sheets of wet paper to her gentle smile and sharp mind.

She kisses him again, on the lips this time. It feels to Peter like he was just leaning in to kiss her moments ago in the hallway (not that he's complaining about kissing her often but this whole situation is crazy.) "_Me_ be safe?" She laughs softly between butterfly-light presses as she moves her head to capture the right angle. "Yeah, okay, hypocrite. Call me if you need help. And don't fade out on me again! It's like your head was in the clouds all day!"

"You know it," he huffs, pulling her in for one last quick peck before saying goodbye.

As soon as she leaves, the fears come rushing back in like a rebounding tidal wave frothing inside a small walled in perimeter.

His heart slams against his ribcage, his blood rushing through his ears, and being quite honest, he's _afraid_. Genetic mutation is still too vast of a subject to possess valid research information. This isn't a problem he can look up on Google or find in the index of his health textbook.

There's something wrong with him.

And he's on his own.

The thought is terrifying.

* * *

**AN: You. Yes, you. You seem confused. Maybe it's because you didn't read the actual introductory author's note, hmm? (Do the scroll of shame and go back up there and READ it, you lazy twad.)**

**Poor Peter Parker. No parents, no friends, no uncle, all alo-**

**ahem. I'll shut up now.**

**Review please. Reviews feed Tony Stark's future snark.**


	2. Changes

**AN: "Don't you know I have had the diarrhea since Easters?" -Nacho Libre. Great movie. I swear I quote it every day. Anyway, happy Easter, my friends! **

**Many thanks to all the reviewers, alerts, favorites, etc. Was not expecting such a response at all.**

**Disclaimer: DANG IT. You caught me. Yes, yes... I AM indeed Stan Lee. *sarcastically clapping* good detective skills there.**

**Chaos-Guard: Nope, it's not Venom/symbiote. I did warn about dissociative disorder in the first chapter... keep that in mind. ;)**

**Coco (Guest): 'chides' means to scold. **

**PLEASE keep in mind that I'm making Peter powerful. More shtuff unfolds in this chapter, but don't worry, I'm not making him freaking invincible. When the baddies start popping up for real, he'll still have trouble.**

**Chapter 2**

* * *

To be honest, Peter really has no excuse for why he hasn't fully researched spiders more.

He supposes that he could say he was distracted by school, and the beyond-words-confusion and wonder of his surfacing abilities, and, well, Gwen, but… this is his _DNA_. The very material of his being, the base unit of himself. It's _kind _of important.

And something is just zipping along it, splicing it and then sewing it back together with some new components…

He twitches slightly.

He's been sitting in his rickety computer chair for like two hours, staring at the glowing screen and scrolling through pages and pages of Google results. He basically began by typing some common questions about spiders in the search tab, and then expanding on those results.

By now, he's concluded that the spider that bit him must have been some type of hyper-enhanced jumping spider, salticidae. Except that they're generally considered diurnal creatures, which Peter is most definitely _not _anymore. And they don't often spin elaborate webs, like Peter has learned to do in the past few months.

But they do have incredible jumping abilities. Check.

Amazing eyesight. Check.

Active hunters. _Kind _of check. He does often get an urge to just _move _when out patrolling.

But nothing about time lapses. Well, hunting spiders, though alert and active, can sit in one place safely ensconced in their webs for days on end without twitching a single joint. Does that count? Maybe he just zones out, sometimes...

He tilts the computer chair back on its axis, sighing irritably and swiping his hands over his face, massaging his temples.

_This is insane, _he concludes.

He leans forward, grabbing the Science Journal Biweekly magazine on his desk, flipping to a page that's been dog-eared many times. It's a catalogue for microscopes, high-powered ones that are used for viewing bacteria cells and most importantly _blood _cells.

He needs to know what's going on in his body. A flash of Dr. Curt Connors comes back to him, and he remembers vulnerable human skin thickening in splotchy green patches, round empathetic pupils pinching into malevolent slits, blunt fingernails extending into wickedly curved claws.

He's still got the ragged scars across his chest from those _lovely _components of physiology.

Could that happen to him, though? That kind of transformation? Could he wake up one morning to eight legs? Numerous eyes? Venom-dripping fangs? Psychotic desire to turn everyone into spider-human mutants?

"Hgggh," he shudders, his imaginative mind creating quite the freakish mental image.

"Peter? You up there?" Aunt May calls out from the bottom of the stairs, but Peter knew she was there anyway. He'd heard her joints giving soft muted clicks as she approached the staircase.

He pushes away from his desk with his feet, rolling to the door. "Yeah, Aunt May, I'm here," he yells into the hallway.

A pause.

"Could you go get some groceries? I hate to bother you, but I need supplies for dinner tonight," She sounds surprised that he's home. Peter hears her slippered foot press on the first step and then hesitate. Giving him some space, as if he's going to explode at her if she sees him.

He's a terrible person, isn't he?

He bookmarks the page and closes the tab, sliding his feet into weathered shoes that have the toes punched out and subtly duct-taped to working order. He sighs as his heels slide into the worn grooves rubbed into the soles. He needs shoes. He's had this pair for at least two years, and they certainly won't last much longer.

He slides down the banister and captures her in his arms, hugging her tightly (but not _too _tightly because he thinks he might break her spine if he uses all of his strength).

"Absolutely, beautiful-gorgeous," he says, grinning at her shocked face as he sways them from side to side. "You know, you look nice in blue. Or red. Or any other color." He grabs the crumpled list from her wrinkled hand, plants a loving kiss on the side of her face, and darts past her, scooping up his book bag as he sprints.

"Teenagers," he hears her mutter as he shuts the front door. He laughs and ducks his head, jogging. There's not much pedestrian traffic tonight, which is a pleasant surprise. Peter is practically alone on the sidewalk.

He furtively enters an alley after distancing himself from his home five blocks. The space is narrow and actually empty of druggies or hobos for a nice change - today must be his lucky day. He changes into the costume behind a beat-up, rusted dumpster.

It feels like he can breathe again, like he was holding in his breath all this time.

He climbs up the building by anchoring two webs to the side of the building and vertically slingshotting himself up its side. Sticking to surfaces still gives him shivers. It's not like velcro, he doesn't have to rip his hands and feet off. But there's some sort of attraction there, and maintaining it does take some mental effort. It's gotten easier over the months, but if he totally panics and flips out, he'll lose the connection and fall.

He flips himself Olympic-gymnast style over the edge of the building and begins to run, glancing downwards at the list in his gloved hands. Eggs, milk, cheese, chicken breast, canned vegetables…

A brief flare of heat behind his eyes.

A soft sensation dulls his eyesight, taking the edge off of his awareness. He knows what he's doing, sort of. He can feel his body moving. But he's stopped thinking. He's not bothered by it, either. It's kind of like the stage where you hover between asleep and alert.

It's actually very peaceful.

What feels like seconds later, the bout of dreamy light-headedness passes. He blinks again, opening dazed eyes.

It's nighttime and quite dark, even though Peter can see just fine. A strong breeze flows over his skin, sifting through his hair. He rolls his head languidly, more relaxed than he's ever felt before as he blearily looks at his wrist. The watch isn't there. He's still in his costume. A startled gasp flings from his lips, effectively shattering the restful feelings. It was just 5:24 p.m. when Peter left for the grocery store, but it looks like ten o'clock outside. Aunt May is going to _murder_ him.

He moves to get up on his knees, wondering if he'd somehow passed out, and the ground sways underneath him. He freezes, heart beating in his throat, eyes wide in disbelief as amber eyes finally absorb the details of his immediate environment.

He's in a _cocoon_.

Well, not really a cocoon, per se. It's a giant web, at least ten feet in diameter, and he's lying in the center, looking out on his side. His arms ache terribly underneath the costume, every now and then flaring in sharp pain localized specifically near his wrists. The enormous web is angled diagonally, funnel-shaped so that he's curled up in a cave-like depression. It looks like a prop from some first-rate movie about giant man-eating spiders overtaking New York City.

And even though he's freaking out, a niggling emotion of calm and contentment still nags at him. The curved walls of the web hide him entirely from the world, and the space is warm and small and cozy, like home. It feels like his own little clubhouse or kingdom.

The realization freaks him out even further.

"What the heck," he whispers aloud, his voice strangely loud in the hemmed-in space. "What. The. Heck."

'_It's a web. Spiders make webs. Don't be so freaked out about it,' _a voice scoffs at him. Peter passes it off as his own active imagination and shakily exhales, gently rising up on his fingertips and tiptoes.

He crawls up the slope slowly, wondering if he might possibly get himself stuck in the matted layer of webbing. The silken threads crisscrossing to make the thick, flexible floor aren't sticky at all. Peter remembers learning about different types of spider silk in his research, but this _can't _be right. His web shooters only produce _sticky _biocables at this point. Structural webs aren't in the devices' capabilities.

He reaches the mouth of the web with relative ease and cautiously pokes his head out. Despite his constant exposure to fantastic heights over the past few months, his heart still leaps into his throat as he is greeted by a dizzying drop. He must be at least eighty stories up. From this height, cars winding through the traffic are nothing more than brightly colored pinpricks moving along thread-like gray veins.

The massive clump of webbing comfortably housing him is nestled quite securely between two old skyscrapers. Peter recognizes them from a small article run by the Daily Bugle. One had experienced massive electrical problems three weeks ago and temporarily closed down all of the departments. The other had been abandoned for nearly a year now.

The main funnel part of the web is suspended by thick, cable-like web-lines running underneath it and extending to the buildings, distributing the weight properly and holding it aloft.

He doesn't remember making it. He doesn't think he even could make it if he wanted to.

Another aching pulse in his wrists, rippling out across his forearms. He hisses in a breath between his clenched teeth and, with some difficulty as he tries to avoid using his hurting arms, rolls back inside the safety of the cocoon. His body is stopped by the curve of the wall as he lies in the crook of the seamless wall and floor. The sound of breathing heavily in fear and pain fills the small enclosure.

Shaky fingers peel the skintight gloves from his arms, and he groans jaggedly at the tender state of his skin.

A thick bank of clouds are buffeted by a gusty night breeze, scooting out from in front of the moon. The shadowy inside of the cocoon washes and sharpens with a light coating of silver light, aiding his already increased night vision.

What he sees under his gloves both horrifies and repulses him.

It looks like raised ridges on the undersides of his arms, bumpy and hard and whiter than the surrounding skin, as if someone had stuffed threads of string into his flesh. He runs the pad of a featherlight fingertip over them, wincing as the slightest pressure sets off twinges of pain.

Adrenalin hits his system in a delayed wave, triggered by his fear, and his right wrist, his dominant one, gives a conspicuous twitch. It happens so fast that even Peter barely sees it. The skin near the heel of his hand sort of tightens, and a thick string of webbing fires from a defined channel near his wrist. He feels the powerful tug and sort of senses the organic webbing launch itself from the channel, arcing over a distance of fifty feet.

'_No way,' _is all Peter can repeat softly in his head, eyes fixed on the freaking _spinnerets _in his arms. _'No. Way.'_

This ruins _everything._ He can hide (or somewhat hide) bruises and cuts but those are relatively normal blemishes on the human body. This?! Freaking _this _will get him landed in the hospital and his arms vivisected! He'll have to wear long-sleeved shirts for the rest of his life and -

As if sensing his emotional distress, the spinnerets twitch again and flatten out right before Peter's eyes, like a cat's claw retracting. If he stares long enough with his augmented sight, he can slightly make out inconsistencies in the skin color, but it's nothing noticeable to the human eye.

He breathes a sigh of relief and sends up a prayer of thanks.

It takes him another second to realize that he's trembling.

* * *

"Hand thy treat over so that I might partake."

"No."

"...I would very much like to try this Midgardian custom."

"Hmm… let me think about it."

"...and?"

"Thought about it. No."

"_Stark_!"

"Get your own!"

Steve groans aloud, dropping his blonde head into his hands and massaging his eyelids with the pads of his thumbs. Clint pats him on the back sympathetically, sipping a tall glass of ice water from their observing spot at the bar table.

"I don't understand," Steve says despairingly. "I - I went out and got the ice cream to make them shut up. Why won't they shut up?"

Clint rolls his eyes. "Because Tony's a greedy little ba -"

"Takes one to know one, Legolas -" (Stark.)

" - who won't share."

Thor, currently locked in a heated verbal battle with Tony for the slow-churned butterscotch ice cream, looks pleadingly at Steve, who groans again in exasperation.

"No, Thor! No hammer! I don't care how annoying he is. You broke a whole floor last time."

"It was not intended," Thor insists, wounded. "My grip on the hilt simply… ah… slipped."

"Right," Natasha interjects from her spot reclining on the couch, absentmindedly poring through a magazine. "Slipped right towards Tony's head."

"Exactly," Tony says brightly, digging the spoon once more into the carton and plunging it into his mouth, even as he walks backwards around the edge of the couch as Thor stalks forward. "See, everybody's on my side. The ice cream is mine."

"Actually," a deep voice drawls. "I think I'd like some."

Tony whips around, shrieking (in a very manly way, of course) as the carton is nonchalantly plucked right from his hands. Director Nick Fury bypasses him, standard black trenchcoat whipping along his heels with every powerful stride as he climbs up the barstool and sits on the counter, plastic container in hand.

"How did you get in? JARVIS, how did he get in?"

"Apologies, sir. Director Fury seems to have access to a program that breaks through my firewalls… and gags me simultaneously. My systems were muted until 4 seconds ago."

Tony flops onto the couch, narrowly missing the sleeping Doctor Banner's socked feet, glaring as Fury smugly withdraws a spoon from the drawer and takes a large, slow mouthful of the cold creamy treat.

"You're good, Stark," Fury says nonchalantly around the spoon. It's rather jarring to see the overgrown bat doing something as humane as eating ice cream. And in the Avengers Tower, no less. "But we're good too. Don't forget that."

The gleam in Stark's brown eyes reveals heinous vengeance thickening into humiliating plots. Clint grins from his vantage point on the barstool, mentally marking oncoming pranks in his calendar to look forward to. Natasha rolls her eyes slowly and turns the page of her magazine with a licked thumb. Bruce sighs and tries to go back to sleep from where he is halfway knocked out on the couch.

"Director, what can we do for you?" Steve asks professionally, attempting to salvage some of his team's dignity - if they ever had any.

Fury sets the spoon and carton aside. Thor huffs and lands heavily next to Stark on the long couch, both with crossed arms and hot glares. Natasha's shoulders quiver as she snorts, hiding her face behind the brightly colored page. They look like two toddlers having a meltdown.

"If you recall, a few months ago we had the 'Lizard crisis' in Manhattan," Fury begins, fetching a thin manilla folder from an inside pocket in his trench coat. "Stark, you were at an expo in London. Thor was with Miss Jane, Cap was visiting old friends, and I had Barton and Romanoff on SHIELD business. And Doctor Banner, well… the point is, we were wide open for attack."

"Yeah, good planning there," Tony says acidly, propping his legs up on the ottoman and connecting the ankles.

"_However_," Fury stresses the word, briefly glaring at Tony to cow him into silence. "SHIELD does not rely on the Avengers to hold their hand every step. We had agents prepped and ready to be airlifted to the scene, except _this _happened."

He touches a sleek watch on his wrist. The device comes to life with holographic screens materializing two feet above the projecting watch face. Separate footage begins to roll on the glowing screens. The camera view is shaky, but they can make out what looks like a giant dark blob bounding up the sides of a skyscraper, pursued by a smaller, more nimble shadow. A helicopter's search beam passes over the two and light green skin glimmers in the harsh light as the monstrous form finally ascends to the roof of the building.

"Whoa, greenie, didn't know Hulk went on a field trip," Stark says, whistling lowly.

Bruce sits up on his elbows, all traces of sleep gone as he fixes his glasses on his disgruntled face. "He didn't."

"This is Dr. Curt Connors, one of the most brilliant geneticists of our current time." Another video feed, paused this time. Steve grimaces at the close-up view of the thing's face. It's reptilian in nature, with a flattened nose and scaled lips and skin. The ridge of the brow is also less prominent, the slope of the skull flat and smooth. The malevolent, slit-pupiled eyes glow amber, and it appears to be _grinning_ psychotically. A tangle of dagger-like teeth protrude from both his upper and lower lip.

"Or, _was_, until he injected himself with a serum he'd been working on… and turned into this lovely piece of nature."

Clint shakes his head. "Magic scepters, alien invasions… a giant lizard… this freaking wasn't in the SHIELD handbook," he says, smirking. Natasha looks at him, noting the laidback expression with relief. It's been months since he was compromised by Loki, and she knows that it still keeps him up at night. But at least he can mention it now himself with going cold or distant.

"Which is one of the reasons we have you all - and apparently, this _vigilante_," Fury counters, tapping the screens. The recorded footage fast-forwards to focus on a red-and-blue suited figure acrobatically flipping off surfaces, no matter the angle, and grappling with the Lizard on the threatening edge of the building. The searchlight passes over them again and they can make out a head of wild brown hair before the beam loses their spot.

"Ooh, the famed Spider-man I've heard so much about!" Stark says, clapping. "Come on Nick, you gotta tell me - does he have eight eyes? Does he eat flies? Can he make webs out of his - "

"We're not sure yet." Fury interjects calmly.

Jaws drop.

"Really?" Thor asks, confused. "It was my belief that SHIELD is aware of everything that happens on Midgardian soil."

Clint does his best to muffle his laughter. Natasha is more clinical; she hides her amusement behind a simple quirk of a pencilled brow.

"We're good. But not even SHIELD is that good," Fury admits with some difficulty. "He… _swings _above the sightline of streetcams. He wears a mask. He talks, yes, but either he does something to lower his voice or we have no criminal records to match it against."

"So, what? You want us to track him down?" Steve asks, taking the offered folder from Fury and flipping through it. Fury nods. Tony scoffs in return.

"You really need all of us to track him down?" He asks condescendingly. "Maybe next Thursday we can start volunteering at nurseries, or stopping petty crime as well."

"You don't need to do that," Fury retaliates coolly. "Spider-Man's got your slack. While you're here, enjoying," he tilts the carton to read the label, "slow-churned butterscotch ice cream, he's out there saving lives on an individual basis and risking his neck every day. And he's _good _at it, too. You could take a few lessons from him, Stark."

He slides the holoscreen to one last recording, a short clip in which the red-and-blue blur grabs the Lizard's arm and freaking throws him into a wall. "He's strong, superhumanly strong, and we don't even know the extent of his abilities yet. His intentions seem noble, but we can't be too sure. He's a living variable. I'd like the equation to get figured out."

Fury gets up, sinks the spoon into the carton and turns off the devices. "More mission details in two hours," he says. "We're launching it in a week, so don't go anywhere."

"Wasn't planning to. Not like I'm a billionaire who has conferences and meetings and such to attend," Tony sasses quietly, but he stares pensively at the wall.

A new Avenger's initiate, perhaps?

The living room is quiet for a moment as the door clacks shut behind Fury's exit.

"Can I have the ice cream now?" Thor asks.

* * *

**AN: So originally the Avengers were going to get called into a big-fancy-official meeting with good ol Nicky, but then I was like, "You know what? Fury's awesome. And I want to see Thor and Stark bantering over ice cream." So yeah, then this happened. You all got a big dose of 'Avengers Downtime.'**

**About the blackouts; don't get used to them, they'll go away soon. I just saw that in some modern comics Peter, when first developing his powers, twitchs or spazzes out as a result of the changes, so I took that and ran with it. This chapter was fun to write because it's showing just how much the spider DNA tampered with Peter's. **

**(Quick bit - part of the inspiration for this whole freaking story was in TASM when this fly buzzes in front of Peter and he just kind of stares at it for a second like he's about to eat it-HA!)**

**ABOUT THE WEBS: One of the things I liked about the first trio of Spider-Man movies is that he had natural webbing. Always thought that was cool, so I used it here. It's my fic, also an AU. I HOPE you don't have problems with it but it's quite honestly the stupidest thing to get upset over if you do. And don't worry, I'll find other ways to channel Peter's prodigious science-engineering genius. **


	3. The Blame Game

**AN: Mahdkjwnedwuef. You guys are amazing. Like seriously, I was not expecting the responses I've been given.**

**DO. NOT. GIVE. ME. SPOILERS. FOR. TASM 2. If you do, I will hunt you down and peel off your toenails with a rusty spoon. **

**With that being said, enjoy. :)**

**Chapter 3**

* * *

Peter's legs pump frantically, sneakered feet pounding the sidewalk as he sprints, a horrible sense of dread unfurling in his chest.

_No, no, no, _he thinks, but it's hard to string his consciousness together. His thoughts are fragmented and awkwardly jointed, and the frantic heartbeat thumping in his ears effectively throws off his usually agile mind. The ground heaves under his feet, vertigo nearly unbalancing him.

This can't be happening.

He drops to his knees. Uncle Ben lies at his feet, a spreading red stain soaking the fabric of his jacket. Peter rips his eyes off the pained face of his uncle, looks up fleetingly, and sees the back of the robber disappear into the car-into Uncle Ben's car, motor still humming pleasantly.

"Somebody, help!" He screams. The tires spin out and squeal as the thief makes a getaway. The emotions surge back and forth wildly, fluctuating between a deep chasm of unspeakable anger and an endless horizon of horrified shame.

No one steps forward to help, even though Peter sees their blurred, ominous faces observing quietly from a safe distance. Condemning. Forming an impenetrable ring around him - he can't get _out - please _let him out-

Uncle Ben gasps for breath past the liquid in his lungs, making awful choking noises. Peter's hands are soaked in blood from where they are pressed firmly, as shaky as they are, against the gushing bullet wound. He elevates him to alleviate the pressure from his lungs and a tide of red sloshes past Ben's lips.

"Help," Peter sobs pleadingly, half-screaming as he jerks his head around wildly, reduced to tears by his own uselessness and guilt. A simple bullet and suddenly he is no longer a budding man with incredible powers, but a gangly boy helplessly watching his father figure die.

Again, no one steps forward. He's alone. The crowd squeezes tighter, a background tone of reproachful murmuring swelling in his ears. Why won't they_ help?!_ He can't do this on his own!

"Help me, p-please. _HELP - I - I CAN'T_-"

It's his fault. It's all his _fault_-

Peter wakes up to the shrill scream of his alarm clock and accidentally smashes it with an errant fist sent flying from his abrupt departure from the nightmare.

Today is January 12th, at 5:57 a.m. Peter has amassed a total of two and a half hours sleep.

For a moment, he stays still, sunken protectively into a shell of warm blankets. Dawn is just breaking softly over the crisp outline of the city outside his house, soft gray light seeping in through the window. The air is cool on his face. He reaches upwards and his fingers slide across dried tear tracks painting his skin. Feeling the residue left behind makes him think about his nightmare-the one he's had at least twice a week ever since Ben's murder-and then he worsens it by trying to divert his attention, forcing himself to anticipate the challenges of his upcoming day instead.

And for a long moment, they seem insurmountable. Peter wants to roll over, hide his face from the world, and never wake up again. Something feels different about today, something most definitely a bit not good. Peter knows it by the light tingle skittering up and down the back of his neck, a silent warning to keep his guard raised. His warning sense hums lowly at the base of his skull.

The alarm clock, amazingly, emits another round of chimes from its hazardous position on the floor. He must have hit the snooze button by mistake.

Peter lifts himself onto his elbows, sniffing away congestion. The watery light bathing the bedroom illuminates the machine's condition. It's cracked and bent and the light flickers weakly. Its top right corner is twisted beyond repair from where his wild fist had clipped its side. He sighs deeply, his breath temporarily warming the blanket cocoon, and throws off the layers, pushing himself to the bathroom before he can really pursue his earlier idea of fleeing the day.

* * *

The tingling worsens as the day passes.

By History, Peter is more distracted and ruffled than he's been in months. His sixth sense-his spider sense, as he calls it in his mind-has been quietly rattling in the back of his head all day, aggravated enough to the point where it frenzies whenever he almost trips or even when one of his many bullies sends him a pointed, condescending glance.

Gwen, bless her heart, notices. She sits next to him at lunch (Peter tries to ignore the shameless gawking from other students as "Puny Parker" sits next to one of the most beautiful girls in the entire school) and roots around in her perfectly organized bookbag for a second.

Peter smiles and drinks in the picture she makes. Today, she's wearing leggings underneath a modest skirt and a flattering blue sweater. She looks pretty.

Well, she _always _looks pretty, but especially so today. A nervous butterfly flips in his stomach. Should he tell her that? They're boyfriend and girlfriend now, so isn't that what you're supposed to do? He wouldn't know. He's never, well, never had a girl interested in him before.

But before he can tell her, she straightens, a white bottle of Advil in tow, and he feels a bit guilty at missing his chance. "Here," she says, shaking two of the pills into his hands. "I don't know if it will help, but it's worth a try."

He gives her a puzzled look as he downs the red pills with a gulp of milk from his carton. "You always tow around Advil in your bookbag?"

She blushes madly. "Well, uh, a girl sometimes needs Advil…"

He stares, uncomprehending. The blush spreads. "You know," she continues awkwardly, "um, once a month or so."

"Oh!" He says, and then, in a more strangled pitch, _"Oh."_

They last a second before they burst into laughter and Gwen gives him a punishing smack on his bicep with her lunch bag. "Shut up!"

"You're laughing too," he points out as he dodges another half-hearted hit, inching away down the bench. She grins and shakes her head, exasperated.

"You're coming over for dinner tonight, right?" She asks, skillfully diverting the subject, smoothing her skirt and hair. Peter deems it safe and eases back into his spot next to her, hyper-aware of her warmth radiating across the small distance between them.

How can she make his heart beat so fast without even meaning to?

"I don't know," he sighs, slumping. "Maybe. Depends on Aunt May. She's still ticked off at me for coming home at like, twelve forty the other night." His airy thoughts twist into darker waters as he moodily recalls the guilt of slipping into the house and seeing her waiting for him in the living room chair, lined face shuttered closed in anger and anxiety.

"What happened?" Gwen asks, concerned. The bell rings before Peter can answer, and they lose themselves in the outpour of students from the cafeteria.

"I just… I've been having these blackouts lately," he picks up the conversation again in the halls, stuttering absently as he carefully phrases his sentence in the way least likely to invoke fear on his behalf. At her alarmed look, he hurries on, "It's nothing serious-I mean like, like, I haven't woken up in a ditch or anything like that."

_Nope, just in a web. _Peter hears the voice clear as day, as if someone had leaned over his shoulder and laughed it right in his ear. He jumps slightly, doing a 360.

"Peter?" Gwen prods gently. Peter shoves the confusion aside and focuses his attention once more on her.

"And, well, there's been a new development, with my, uh, you know," he lowers his voice conspiratorially, "_condition_."

She stops, pulls him to the side of the hallway so that the student traffic can flow smoothly past them. "It sounds like a sickness when you say it like that," she mutters, biting her lower lip.

Insecurity rears its ugly head. Peter's accustomed to being ahead of his classes and knowing more than the average person. And not knowing anything about what's happening to him leaves him feeling like a piece of driftwood flinging about in a raging sea. "But what if it _is?"_ He presses despairingly. "You saw what happened to Dr. Connors! This stuff has never been documented before-what if, what if the bite is still working in me? What if I'm still _changing?"_

He's not bringing this up to scare her. But the fact of the matter is that he possibly presents a _danger_ to her safety. And Gwen getting hurt, or God forbid, getting _killed_, is something that he quietly suspects he wouldn't be able to endure. So if something's going on in him, if he starts to lose himself, he needs her to be alert and ready to recognize the signs and get out.

She molds a compassionate hand around his jaw, both comforting him and holding him in place. "Then we'll get through it," she says determinedly. "You and me, and your Aunt, if you ever _tell _her." Here she gives him an expectant look. He smiles sheepishly. "Peter, I've still got my job at Oscorp. If it's bothering you so much, I can probably get you into the building and one of the microscope rooms. Maybe we can take a look at your blood then, see what's happening."

Man, does he love a woman with a plan.

"Thanks Gwen," he says, voice as warm as humanly possible. "I wish I could tell you how much this means to me."

He appreciates her. And he knows it's the cliche teenager romance thing to say, that he loves her so much, but he thinks that there must be some actual depth to it, because no one has ever looked at him the same way Gwen does, or recognized both _Peter _and his _intelligence _and been able to appreciate and keep up with both.

He just wishes he knew how to _tell_ her this.

* * *

The Advil takes the edge off of the headache induced by his ringing spider sense, but it can't shake the quiet fluctuating buzz.

It peaks in the last block of the day. Peter's sitting with his chin propped on one hand, foot tapping as he half-heartedly puts effort into his worksheet. The problems are pathetically easy. Peter barely has to glance at them. Instead, he focuses his attention on the wild fly buzzing frantically around the room's brightly lit ceiling, trying to ignore his classmates' jealous, exasperated glances at his completed work.

"Peter?"

He listlessly tips his head, responding to his irritated math teacher with a wordless quirk of his eyebrows.

Mr. Maddigus gestures to Peter's paper. "Focus on your classwork, please."

"Oh, I, um, I'm done," Peter says, fumbling with the sheet to hold it up so that his teacher can see he hasn't been slacking.

"Really," Mr. Maddigus drawls sardonically. "All thirty seven problems? In eight minutes?"

"Yes sir," Peter says, cheeks coloring in embarrassment. Mr. Maddigus has disliked him ever since Peter corrected one of his problems on his test early in the year. He likes to make jokes at Peter's expense, the kind that anyone who was searching could see the cruel intent, but seemed just like a funny witticism to the rest of the class. Peter hates teachers like him, but no matter what he felt, he always made sure to treat them with respect.

(Usually. There was that one time in ninth grade when he configured his homeroom teacher's computer to play "Don't Cha" by the Pussycat Dolls every time he opened his laptop. Peter has no regrets.)

"Well, maybe you can use your paper as an answer sheet for the rest of the class?" Mr. Maddigus says, waving his own paper back and forth.

Peter ducks his head apologetically, figuring it would be better to just avoid conflict, but the next second, something in his brain just goes _snap, _and suddenly, compelled by something he can't identify, he abruptly pushes his chair back and stands, drawing the rest of the class's wandering attention.

"_Yeah_," his mouth says, but _it's not Peter saying it._ But he can feel the emotions of disdain and mischeivous sarcasm, even though they are distinct from his own of confusion and panic. _"We all know mine would probably have less errors than yours."_

Even if it's not one of Peter's more creative comebacks, the class explodes into laughter, and even Flash (who, although he treats Peter significantly better now, still maintains distance) lets out a few surprised guffaws that puny Peter Parker just stood up and sassed a teacher.

Even Mr. Maddigus looks flabbergasted.

_My work here is done, _the voice says, this time firmly contained within Peter's own head, and it sounds just like Peter, but more confident, more self-assured, like when he's in costume-

'_What. The. Heck.' _Peter thinks, dazed, wincing as Mr. Maddigus' face tightens in anger and irritation and he signals for Peter to follow him out into the hallway.

_Mm, so antsy, _the voice chides laughingly as Mr. Maddigus chews him out in the hallway (being sure to leave the door open just a crack so that the rest of the class can comfortably hear the tirade, of course.) Peter winces at the return of the mental speaker, and Mr. Maddigus' seems to take that as a sign that Peter has been showed his proper place. Really, Peter hadn't heard any of his rant.

'_Who are you!? WHAT are you?' _He tentatively asks in the formerly safe silence of his mind, feeling silly and scared on a whole new level.

The voice laughs, and Peter, to a kindling sense of dread curdling in his stomach, knows the sound. How can he not, when it's the same laugh he uses when taking on thugs and baddies?

_One is the loneliest spider, that you'll ever get~!_ The voice sings, chuckles subsiding. Goosebumps fly up and down Peter's arms from the glaring similarity in their voices. It's almost like listening to a recording of himself.

Mr. Maddigus enters the classroom once again, obviously expecting Peter to follow him, but instead, the teenager finds himself stumbling quickly down the empty hallway, just wanting to get away and _think_.

_Buuuuuuut I'm here to solve all that, _the voice says, in reference to his short snippet of song that he has just finished. Peter's hand finds its way up to his temple, and then his hair, working the fingers into the unruly brown strands and yanking as if to pull out the voice through his scalp.

'_This can't be happening. This can't be happening,' _He repeats softly in his mind, a calming mantra, trying not to hyperventilate.

_Calm down there, buddy. _

Peter jerks spastically at the voice. "Shut up," he hisses, more out of fear than bravery. He can't focus when the voice - when _his_ voice - interrupts him at every little turn like the commentator for some football game.

_Oh, come on, _and Peter feels the tide of emotions alien to him roll through his chest like a physical wave. He's amused. And slightly worried… for himself? This is so confusing. _You know who I am. Don't make me say it. _

'_I'm not _saying_ anything! That would only acknowledge that you - whatever you are - are real!' _Peter argues passionately, and then realizes his mistake only a second later as he's walking through the front doors of the school, having simply faked an excuse slip to leave for the security guard. Even after the LIzard incident, Midtown High has never had the best security personnel.

_Can't argue with what isn't there, Petey, _the voice murmurs. Peter _feels _it fold itself up and tuck away in his brain, like a little tingly sense of movement in his mind. _I'll be here waiting when we patrol._

Fifteen minutes later, he begins pulling on the suit, and experiences another one of his blackouts before he can even finish tucking the mask under his chin.

* * *

Dinner that night at the Stacey's is an awkward affair.

Peter makes an effort to dress up this time, unlike the last ill-fated occasion. He wears his nicest shirt-it's a little thin and worn but he makes do-and some dress pants and only slightly scuffed black shoes. Gwen's family are most definitely on the very high end of middle class, maybe even lower-upper class? He wants to make a good impression. There's nothing quite as depressing as having to have the eleven year old brother of your girlfriend have to help you cut your fish correctly.

Mrs. Stacey seems very brittle and not all there. Of course, she smiles at all of Peter's jokes and compliments him on his manners, but she moves very robotically and almost as if a daze. Seeing Gwen's mother in so much pain is so difficult that Peter feels like he's drowning in guilt. The food, though elegantly and deliciously prepared, tastes like ash in his mouth.

It's his fault that her father is dead. It really is.

Gwen's brothers are hollow masks of the energetic goofballs they once were. Their eyes are puffy and red, and they barely engage in conversation. By the time the night is over, Peter feels so ashamed of himself that he nearly runs to front door after he pops his "Aunt May's curfew" trump card. He can tell that Gwen is slightly upset at this, and he swears to talk to her about it tomorrow and apologize, but right then the atmosphere is so mournful and heavy that he almost finds it hard to breathe.

He can't. He can't just sit in a room full of people whose lives have been shattered by his own stupidity and eat dinner and _laugh_. And they don't even know that their beloved father and husband's murderer is dining with them.

Peter makes a mechanical grocery store run for Aunt May on his way home. He's short five cents of the total purchase (the flashbacks of Uncle Ben begin and really Peter's spider sense is nearly throbbing at this point) but the nice cashier waives the distance away.

He arrives at home twenty minutes before curfew, arms laden with plastic bags. Aunt May greets him in the kitchen and gives him a slice of her unbeatable lemon pie and Peter puts the groceries away while she hobbles up to bed.

His headache is so bad he can barely think. Several times as he's lifelessly washing up the last of dinner dishes left over from the night before, he thinks he hears a voice in his mind; just a snippet or single word spoken so fast that he can't quite catch it.

He listens through the thin walls as Aunt May settles herself into her blankets. Into a bed that's much too big for a single person because Uncle Ben is dead, dead and never coming back, and it's all Peter's fault…

He drops the half-rinsed plate in the sink and barely makes it to the bathroom before he throws up.

When the painful contractions of his stomach muscles have finished, he rests his forehead on the cool edge of the toilet and whimpers, digging his fingertips into his arms. There are flashes behind his eyes, rounds of vertigo quietly throwing off his balance every so often, and sweat dampens his shirt and sticks it to his lower back.

What's happening to him?

* * *

**AN: Aaah, angst. It's been so long. :')**

**I did warn you all about dissociative disorder. Don't try and tell me I didn't. I'm going to try to introduce it gradually, so it's not just like, BAM, you've got your alternate persona's voice in your head!**

**I LOVE WRITING PETER'S SURVIVAL/GUILT COMPLEX. It is so fun to write. I love how stressed it is in the newer comics as well. Just, ahdnwdeo. Character development! *squee***

**Apologies if the hyphens are not right. My laptop has been screwing them up lately and condensing them into little dashes. **


	4. The First Move

**A/N: Two orders of business. **

**First; Thank you all for your awesome reviews. I'm astounded at how fast this story is growing. Also, apologies for the delay.**

**Second; Timebubbles said this; "**_Why not, instead of having Peter and Spider-man become two separate halves of Peter's mind, you actually have Peter develop some other mental disease like dementia or PTSD with included hallucination._  
_I'm not trying to 'cramp your style' or anything and I certainly don't hate the story. It's just that every other writer does the same thing with a superhero. Take Danny Phantom or the Hulk for example. It gets real annoying after a while, having your protagonist's two sides fight with each other._  
_Also, with the mental diseases that I suggested or with ones that you choose, you can really up the whump factor with Peter."_

**I agree. I was actually heading in that direction, to be honest. I certainly appreciate the feedback.**

**Blithesome:**_ "Ooh, a new story from you! And it's about Spiderman and the Avengers, awesome! I've been waiting for you to update Ink Stains rather impatiently (it's somehow become one of my favorite fanfics EVER), but this is almost as good (which is still saying a lot)._

_You, you are like the crown princess of whump and angst. Something about your whump stories makes them superior to everything else I've read. There's just so much: slow pacing, realistic development, lighthearted scenes mixed in, characters that are in denial of their situation or suffering from other complexes, and awesome character development... There's just this whole build-up of emotions and I get this overwhelming urge to turn to the next page and continue. I love the tension! You also have such a... tactile and creative way of describing things, that it easily creates whole scenes and pictures in my head and also makes your writing style distinct and recognizable._

_I've only read Ink Stains, Visionary, and then this fic, but you're already one of my favorite authors. It feels like whenever you publish a new chapter, I just want to savor it like fine wine. I seriously hope that you are going to become a professional author and publish some books._

_And as for Along Came a Family, well, there's not much story yet, but the beginning makes me super curious. I also liked the scene where Fury waltzed into the Avengers' building and stole Tony's ice cream. :D That was a refreshing depiction of Fury, doing something else than scowling and barking orders, but still fitting into his character (in a surprising way)."_

**Just thought I'd let you know that your review practically made my day when I read it. Hehe, one of your favorite authors, hehe, me blushing... and yeah, everybody bashes Fury, but I love him! He's awesome!**

**OH. To Rookiereads: I hate you. You are an evil, manipulative, movie-spoiling reviewer. Go away... Just kidding. I can't help but love you BECAUSE I JUST SAW TASM 2 SO HA HAHAHAHAHA! NICE TRY. But anyway, thanks for your reviews and motivation, haha. They made me laugh and want to strangle you at the same time.**

**Others have left some incredible reviews as well, but I can't stick my response in here for fear of making this a ridiculously-oversized A/N. **

**Thanks, all of y'all.**

**Enjoy!**

* * *

For the first time in exactly four years, Peter takes a sick day from school.

It's not as though he didn't _try _to make it, though. His alarm clock pierced the shawl of nightmarish haze that had recently begun substituting for his sleep lately. He'd dragged himself out of bed and changed and brushed his teeth. It wasn't until he looked in the mirror and saw his wild, sweat-slicked hair, flushed cheeks, and darkly-shadowed eyes that he realized he looked about as good as the back end of a mule.

(And felt like one, too, but anyway.)

Thermometer stuck firmly in his mouth, trapped by his tongue, he staggers into his bedroom and fetches the thin black journal from underneath his thin mattress and flips open to a new page. The notebook is filled with clippings from the newspapers about Spider-Man (both good and bad views–he thinks it prudent to keep himself from developing an inflated ego) and science articles about genetics, cell enhancements, and arachnid studies, and generally everything else that he can possibly utilize to understand his changes. The lined pages are filled with his jagged handwriting, every page dated explicitly to the hour and minute of the entry, noting any specific developments about his powers or his body.

(He is the offspring of a scientific genius, after all. Of course he would keep a log about himself.)

He bundles himself in blankets and picks up a pen, tugging the cap off with his teeth and spitting it on to his blankets, and begins to write.

_Woke up today feeling terrible (chills, aches, 101.5 fever, blurry vision–which is difficult to deal with because I've become accustomed to my eyesight being so advanced.) I'm also fatigued and the spinnerets in my arms are particularly prominent. They usually retract underneath my skin if I focus hard enough, but my head is muzzy and I can't gather up enough concentration to flatten them out entirely. Additionally, there's a building pressure in my wrists, swelling noted. I think the web fluids have to be used continuously or malignant buildup will occur and probably lead to infection. _

He hesitates for a moment, the gel-ink pen's tip resting against the paper and silently bleeding out its ink. He's mentioned the… _other _development before in a previous entry, only once, because as abnormal as it is it seems even weirder put down on paper. It makes him feel embarrassed and crazy to write it, and for a moment he feels the ridiculous urge to go out and purchase a diary with, like, fifty locks on it so that his secrets can't be so easily read.

_The consciousness noted previously hasn't returned, but sometimes I get headaches, with pressure near the front of my skull, like my brain is inflamed. Research tells me that this area is called the frontal lobe (well, duh) of the cerebrum, associated with reasoning, planning, parts of speech, movement, emotions, and problem solving. Joy. Another thing–and this may be the product of too many late night apple-juices, but sometimes in my dreams I hear a voice. My voice. But confident, louder, stronger. I think it–me–whatever– talks to me, but I can't ever remember the words when I wake up. I'm not sure if that's a good or bad thing yet. After hearing something speaking to me so clearly in class, and scarily enough, momentarily taking over my body functions enough to make me say something, this kind of radio silence is frightening. _

_Haven't told Gwen anything yet. She'd smile and say it's going to be okay but she'd probably think I'm even more of a freak than I already am. _

The pen rolls out of his slack hand. His head thunks against his headboard. He has enough energy to yell down to Aunt May that he's not going to school before he slides underneath his sheets and nearly passes out.

The sickness is entirely gone by two-thirty that afternoon.

In fact, Peter thinks that he feels even better than before–he is disturbingly reminded of when he was first bitten, and experienced a bout of sickness before taking a nap and waking up… well… _better._ The first time around had caused euphoria, a bit of confusion, and excited disbelief. Now, Peter feels equally tired and fearful. Will this cycle stop? When will he stop mutating?

And most importantly, what has he developed now?

He missed patrol last night, so he makes up for it by going on a daylight run–something he hasn't done very often due to the heavy police wariness.

The day is bright and warm and welcoming. A few wisps of cloud roll lazily over the blue expanse, and there is just enough of a breeze to keep him from sweating underneath his costume. He loves the design. but maybe it was time to consider a different structural material. Fishing sweaty wedgies out of his butt is not exactly the public image he wants to form.

The afternoon is so cheerful that he feels some of the dark cloud that's been following him around the past few months dissipate. His heart hammers in his throat, getting entangled with a joyous cry of exultation as adrenalin quickens his feet and heightens his reflexes beyond their already amplified state.

Vault over air vent–drop off the building–catch himself with a string of webbing at the last moment, artfully twist body upwards against the pressing force of gravity–let go, soar, land with perfect, precise balance on a flagpole, _sideways, _and then leap again and repeat. Playful dodging, ducking, twisting, somersaulting, flipping–it's all in his realm of capability now, and it belongs solely to him. No one else can experience this, no one else has ever landed sideways on a building's brick exterior and lingered there, fifty feet up, just to observe a snapshot of New York traffic.

As much grief and stress his powers give him, the contradicting freedom they deliver is _beyond _intoxicating and heady.

And really, he should've known the moment would end.

He is just beginning the loop back to his neighborhood when he hears the unmistakable sound of glass shattering violently and shrill alarms. It cuts off a moment later, obviously silenced through abnormal means. Curious, he backtracks, picking his way slowly across the office building's walls. The sound was close, but so abrupt and quick that he can't remember exactly which direction it came from.

Even forty feet up and tucked in between two office buildings, his ears pick out every distinct note of traffic–he hears the scuffle of stiff leather soles slapping and scraping against rough pavement, the slight squeak of a car's breaks, the rhythmic panting of a cyclist navigating through hordes of chattering pedestrians.

He focuses, closing his eyes, and separates each noise, compartmentalizing them, until the sound of things being thrown, and the soft rasp of paper sliding against fabric, picks up softly. Behind him, then. He arches his back like a sideways 'U' against the building, palms upside-down over his head and pressed tightly against the brickwork. His stomach muscles flex and he flips himself upward with all the ease of one climbing out of bed, vaulting over the complex's safety railing and landing primly on its roof. In the next alley over, he sees it–a broken window on the apartment's third floor, only a short leaping distance from the rusty fire escape. Spider-Man pauses, eyeing the spot inquisitively. A green dumpster shoved against the alley wall would provide the boost to jump for the bottom of the fire escape's aged ladder, and from there on it would be just an easy climb to the third landing. The broken window sports a wide, thick ledge jutting out underneath it, a perfect jumping spot to break the window from and gain entrance.

Robbery in process, then.

One magnificent leap carries him across the distance and he lands with perfect poise next to the shattered window, carefully minding the sharp fragments of glass slotted resolutely into the frame as he crawls through the jagged space. The immediate interior seems to be a living room, albeit one that has been properly ransacked and pillaged. The couch cushions are slashed open, their fluff strewn across the floor like innards, furniture is tipped over, the throw-over carpet is folded and sideways. A stand on the wall is empty of what Spider-Man assumes to have once held quite a nice flatscreen.

A muffled crash from the kitchen, followed by a string of low curses in a baritone voice. Amused, Spider-Man gingerly picks up the poor slashed cushions_ (they never hurt anybody!) _and places them back on the pitiful couch frame, sitting primly and resting his hands in his lap.

He doesn't have to wait long.

A big, brawny man backs his way into the living room, a sack tossed over his shoulder and ziptied shut. It jingles with every step; Peter hears the clink of coins and jewelry among some other sounds. Sure enough, the drags the TV after him.

"So, HD? Plasma? 1080p? For a thief, you've got good taste, my friend," Spider-Man says amusedly, leaning back. The unnamed burglar spins around with a shocked grunt, grimy brown eyes wide in fear. Spider-Man can hear his heartbeat pick up.

"What the he–"

"Please, please, don't feel the need to stand in my company. Do sit." He pats the mangled cushion next to him.

The man's eyes dart from the relaxed, spandex-clad figure to the window. He takes a step towards freedom. A tough, thick string of webbing connects with his chest, hard enough to leave a bruise, and yanks him forward, off his feet. He collapses sideways onto the couch. Spider-Man's hands are still folded neatly in his lap, the white, sticky cord wrapped loosely around two relaxed fingers. He turns to look disapprovingly at his unwilling couch-guest.

"I asked you politely. Geez. Youth of today, can't even listen to the simplest of instructions. Amirite?"

"What is this–let me go!"

"Well, that would be against my whole 'hero' gig, you know? I'd have to return my Superhero discounts card and everything…"

The man stupidly tugs at the rope of webbing, only to get his hands entangled as well. Spider-Man kicks his feet up on the coffee-table.

"So, you come here often? Bob? Can I call you Bob?"

"Freak," the man spits in disgust, looking from the webbing to his captor in short, angry glances. If that single insult hits something deep within the Peter beneath the mask, well, he doesn't show it. That's why he has a full mask, after all. Wouldn't do to let your enemies know when their taunts affect you deeply.

A flex of the wrist and a millisecond later, a splotch of webbing plasters over the crook's mouth, gluing his thick lips together.

"Much better. Why don't you sit cozy while I call the cops for you? I mean, you look as if you needed a ride and all."

A few more web projectiles and Bob the thief is glued snuggly to the couch. Spider-Man stands over him, chin propped on his finger ponderingly. "Good, good, but still missing something…" He disappears further into the empty apartment, simultaneously taking the chance to check for hostages or hiding occupants, and returns with a pink, heart-shaped pillow, the words 'Love Me' scrawled across it in red cursive. He settles it on the thief's broad chest–man, if looks could kill–and grins underneath his mask.

"Aw. Don't worry. With such an adorable setup, I don't think you'll be in jail for long."

Hindered curses behind the gag, filthy enough that Aunt May would have grounded him for life and stuck a bar of soap in his mouth.

He uses the landline to phone the police and leaves through the window, leaving the phone dangling from its cradle with an officer's cautious voice on the other end.

He stops two more attempted robberies on the way home, both of which are boring and droll, and reaches home in record time. It's actually shocking, in a way. He hadn't realized how much small crime went on in New York.

'_Small crime, _he reminds himself after a moment as he showers and rakes shampoo through his hair, _is what got your Uncle killed.'_

That puts a damper on his mood quite quickly. He exits the bathroom, steam flowing behind him, and pulls out his earlier street clothes, changing quickly. The TV is on downstairs. Peter listens vaguely.

"–_repeated felon Flint Marko apprehended on Allen Street, today. Police received an anonymous phone call from the apartment residence and arrived to an amusing scene. Reportedly, Marko was found stuck to the couch by what appeared to be some type of spider web. The occupant of the apartment says she is relieved that nothing was stolen and sends her thanks to her mysterious helper. What do you think, Tim? Could this be the work of Manhattan's own infamous vigilante?"_

He smirks, falling backwards onto his bed and grabbing a textbook to start his homework. After the utter weeks of angst-dump, aka his life, he feels like everything is finally picking up. He's got a beautiful girlfriend, amazing powers, an awesome Aunt, and he's saving the city (one person at a time).

What more could he want?

* * *

The chamber is large and spacious, the cream-colored walls and comfortable upholstery lending it a welcoming, airy look. Sunlight streams through a panel of ceiling-to-floor length windows, laying golden bars of sunlight across the handsomely-lacquered wooden floor.

A man sits at a large mahogany desk towards the back of the room, adjacent to the windows. His lean figure is half cast in shadow by the strong sunlight striking the right side of his body. A slim laptop is opened before him, active and humming silently.

A video feed, currently blank, is pulled up on the screen.

The man is cheerfully singing under his breath. His voice is a deep tenor, rich and cultured, as though buttered silk.

If you were a cognizant person, and you walked in the room, you would see the warm sunlight, the open office space and welcoming couch and rug. You would see the beautiful working desk, the clipped and labelled files spread in what can only be described as an organized mess across its surface. You would see the man hunched in the swivel chair, and you would hear his cheerful, welcoming voice ask you to sit down and, _so, how are you doing? _and _can I get you something to drink?_

If you were a _really _observant person, you'd _shudder_.

Like a thin layer of ice spread across dark, murky waters, everything about the chamber–the sunlight, the light colors, the thick rug and carafe of coffee with waiting paper cups, and _especially _the unassuming demeanor of the man in front of you–it would trigger something within you, a primal sort of sense telling you to run, _leave_, the same instinct you get when you come across an animal with white flecks foaming at its mouth. The welcoming atmosphere is deceptive. Danger lurks, glossed by a veneer of a sharp, white-toothed smile.

The man's humming pauses abruptly as he eagerly leans forward in his chair to closely watch the video suddenly becoming active. Captured footage of a red-and-blue figure, quite slender and unimaginably graceful, darting through the air with astounding acrobatics, begins to play. The feed cuts, skips, and then the figure is seen landing, lifting a car as though listing a blade of grass before it can careen into an innocent bystander.

Another pause, then resume.

The final footage is of the vigilante–Spider-_Man_, how ridiculous, he can't be older than twenty, at most–landing discreetly in an abandoned alley. Attentive, gleaming eyes watch as the figure delicately lifts the mask from his face. A head full of unruly brown hair shakes loose, sticking out around a youthful, handsome face. The lens zooms in. The man notes the warm brown eyes, the straight nose, the lips hooked in an easy-going grin.

Leisurely, he presses a key on his laptop. Immediately, a grid is overlaid atop of the teenager's face, scanning, scanning, and then–_Match Found: Peter Parker_ and a sidebar of information pops up.

The man smirks, pressing a fist to his mouth, suppressing his urge to cackle. It wouldn't do to let it loose. He's effortlessly kept up this guise for so long that he'd hate to have his _'co-workers'_ become suspicious of him due to a few unhindered laughs in an empty room.

He downloads the information into a secure file, and then triple-encrypts it. He's always been fantastic with technology. No one can know this precious information but him. He has _so _many plans, after all.

Another light tapping of keys, and more windows pop up, this time detailing the progress of some of his more risky scientific ventures. Subject R-23 has had another nervous breakdown–well, he can't blame him; a few sessions of _his _therapy would be enough to crack the most stoic man–and oh, look, Subject B-07 has died. How dreadful. Earlier, he would have been enraged at the genetic programming failure, but not anymore.

He's found his prize.

Humming lazily under his breath, grinning widely, he begins to search gift sites, looking for the perfect welcoming present, the flawless first move across the checkered board. He loves games. Mind games, computer games, life-or-death games–_("I wonder what will happen if we make a… small… incision here…")–_as long as he has someone to play with, he's content. But there hasn't been anyone worth playing with in such a horribly long time… his toes almost curl with excitement.

The _things _he could do with those powers.

He programs the gift with his own message and pays anonymously through a false credit card.

'_Game, begin.'_

* * *

**A/N: I had originally written like four possible ways to fit the Avengers into this chapter but none of it flowed well. Any suggestions on how to let them locate Peter besides the cliche "The whole team finds him while he's.. uh... vigilanting... and subdue him" shtick. **

**I am so excited for this villain. He's been forming in my mind since I was like twelve. Before any of you begin contributing your lovely guesses as to who he is–he's an original character of mine. WAIT. DON'T FLEE. It's okay, I'll still have a CRAPLOAD of other canon villains thrown in here and playing differing roles. Maybe you've already noticed one in this chapter...**

**ALSO! If you've read my other story, Ink Stains, you'd know that I love forming a strong relationship between the main character and one of the Avengers. (Not saying Peter would totally not get along with everyone else, but he'd be closest to whichever person.) The only problem is I can't decide who it should be! **

**THIS IS WHERE YOU COME IN. I'm putting up a POLL for which Avenger Peter should bond closest with. I'm leaning most towards Steve or Tony, but it's up to you. Go vote on my homepage!**


End file.

Avengers, Spider-Man, Angst, Horror