Avengers, Spider-Man 1. Prologue

Considering certain past events, this particular outcome was fairly mild. Damage was predominantly constrained to the Oscorp tower (and some school, of all places) and was staggeringly minor. Yes, there had been a biological attack, but it had been neutralized almost immediately. All in all, it wasn't nearly as bad as it could have been, considering a giant reptilian man – the newspapers were already calling it The Lizard, complete with capitals – had been rampaging about with intent to further spread some kind of transformative agent.

"Eyewitnesses say this Connors released some kind of gas that was transforming those nearby into something similar. The dispersal of a later agent seems to have reversed all changes with no negative side effects." The brunette spoke without lifting her gaze from a tablet. "Some saw this 'Spider-Man' fleeing south, others saw him head east."

The man being addressed seemed both pleased and disappointed at the same time as he nodded. "And Doctor Connors?"

The woman flicked a page aside in favor of another report. "Apprehended and in stable condition. What do you want done about the other, Director?" She stopped skimming the still-preliminary reports and looked up to the superior.

He pivoted on a heel to return a look with his one good eye. "Send some men both directions. Have another group look into the direction he came from; there may be something that leads us to him. And look into that school – it's no coincidence he was there. Interview the staff, the students, anyone there to witness it. Get to it, Agent Hill." With that he turned sharply and headed for the rooftop access.

Hill nodded briskly in returned and dropped her attention back to the files on her tablet. Freeing one hand, she pulled a phone out and, dialing a short series of numbers, raised it to her ear. "Romanov? This is Agent Maria Hill. We're going to need your assistance."

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**AN/ I haven't written fanfiction in years, but seeing the newest Spider-Man movie has me hooked on the idea, so here we go. I'm trying to write ahead of updates, so I don't fall into my familiar trap of falling behind.**

**Anyway, basic background is this is set immediately after The Amazing Spider-Man and a year or so after the Avengers. All movie-verse, seeing as I have never read the comics. So please, forgive me for anything that may violate that canon, I'm going with the movies only.  
**


	2. Chapter 1

Midtown Science High School was feeling pretty empty for an inner-city school. Worried parents had pulled their children from class, while others had simply assumed that classes would be canceled considering the newly gutted interior. To be honest, Natasha was mildly surprised that they were open as well, functioning with plastic sheeting over broken windows and particleboard for more serious damages.

Those students in attendance were hushed as they moved from their lockers to classes, and a few of them gave her paranoid glances over shoulders before hustling away.

Her main stop was the main office, where the principal provided her a small meeting office from which to conduct her interviews. She had a file of individuals of particular interest, but it was thin – thin enough that she only really felt the need to talk to one person. However, she had orders to question all staff and a select pool of students.

The staff took a full half day with a reward of absolutely no knowledge. None of them had been in the hallways at the beginning of the attack, and they were immediately concerned with safely evacuating their charges.

Once the staff was done, she took a moment to reshuffle through the index of student interviews. There were very few that looked like more than innocent bystanders. She frowned at the majority before closing the folder on all but one. Forget what Fury wanted – she knew what to look for, and only one person really looked worthy of a spark of interest.

The vice-principal escorted a petite blonde in, and Natasha stood to shake the girl's hand. The girl shook the offered hand with a nod and an attempted smile so weak that it was nearly nonexistent. "I'm Agent Maria Hill," she said as she slid back into her chair. The name was a practiced lie – too many people could potentially recognize her name after the Chitauri incident. She adapted a sympathetic smile as she observed the blonde, who sat quietly in the seat across. "I would like to offer my sincerest apologies for your recent loss, and I would like to say that it takes an amazing amount of strength to have continued as you have."

Gwen Stacy glanced up, nodded marginally, and then resumed examining her hands. "I've already talked to the police and another federal agent, so I'm not completely sure what you think I'll be able to add." Her voice was short, clipped, and mildly irritated.

Natasha really couldn't blame the girl. She hadn't lied (well, beyond the name thing), and she continued to marvel that an ordinary teenager would be coming to school mere days after the death of her father at the hand of a mutated lizard-man. Still, she had business to do, and she wouldn't let her sympathies get in the way. "I am aware of your previous interviews. However, I need to talk to you about a slightly different matter."

This seemed to pique the teen's interest but not by much – an eyebrow was arched while her eyes remained downcast.

Natasha heaved in a deep breath and interlaced her fingers on top of the table. "We are aware that you were an intern to Doctor Connors, and I know you have already been questioned about that particular relationship, but I wanted to ask you specifically about what you were doing in Oscorp that evening."

Gwen's eyes snapped up and she frowned. "What makes you think I was there? That was my fath-" She choked on the last word and stopped, eyes pinched shut.

The spy leaned forward, careful to keep a sympathetic expression in place. "Your id card was used to power up equipment in his lab and your code was used to instigate the evacuation. We know you were there, and we are also aware that the vaccine was not your creation."

Here Gwen appeared confused. Appeared – Natasha could see through the thinly veiled attempt at innocence. The girl sat up a little straighter (another tell) and shook her head. "I don't understand what you mean. Yes, I was there, and I ran whatever was already in the system – Doctor Connors' system."

"As honorable as the man may have been just a week ago, he was certainly not in his right mind when he was utilizing his serum. He did not input the formula. You input it. But it was not yours, Gwen, and we need to find the man that gave it to you." Natasha continued to lean forward, placing emphasis at each sentence, hoping to exhort the girl into folding.

It had an opposite effect. The blonde's eyes widened and she sat up straight, lips pursed as she stared at the table. Her thoughts were almost transparent – racing to cover up something, to find the best excuse – but unfortunately Natasha could not read minds. Gwen finally looked up, face smoothing into a confidently neutral expression, impossible to read (if it weren't for the tells she had already dropped). "You're talking about Spider-Man, right? I'm sorry, but he talked to me over a phone and told me what to input." She slid her chair back from the table and stood. "If that's all? I'm sorry I can't help you, but maybe if you check the security cameras or something…"

Natasha stood abruptly and stepped around the table. "Please, Miss Stacy, if you change your mind…" She slid a hand forward and placed a card in the girl's hand. Gwen, for her part, looked at it with a sad smile and left.

The spy remained rooted to the spot for a moment, staring at the now-empty chair. Stacy had made it almost painfully clear that she was hiding something – either a way to find out exactly who Spider-Man was, or perhaps his identity without needing to dig any further. It was a shame she wouldn't talk.

After a moment, she pulled out her cell phone and hit a speed dial. She waited only a moment before the other end picked up mid-ring. "Gwen Stacy knows something, but she's not talking. We need to talk to everyone she knows. I'll talk with her acquaintances, and I need you to tail her." She listened to the voice then rolled her eyes. "I'm not going to torture a teenage girl, Clint; I'm not that heartless. Get to work."

With a snap, she closed the phone and stepped into the principal's connected office. The man looked up and began to stand, but she waved him off. "I need the names of all of Gwen Stacy's friends. Who she talks to, who she hangs out with. As soon as possible, please."

Maybe Gwen wouldn't talk, but if she knew who they were looking for, there was a chance one of her friends would recognize something telling.

Besides, Natasha genuinely didn't want to resort to alternative questioning on an innocent girl.

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**AN/ Okay, so that's a quicker update than I expected, but I was itching to get more than just that prologue up. Thanks for all the follows and favs so far, I hope you enjoy :3**

**As for an update schedule, I have a few chapters ahead done, but I will only submit when I finish a new one. That way if one takes me too long I can still appease you with an update if the wait gets to be too long. This whole thing is nagging at my brain on an hourly basis, so hopefully it doesn't take long :3  
**


	3. Chapter 2

He had limped home. Connors had disabled his webs, leaving him to awkwardly slide down the glass facing of the Oscorp tower, slowing his momentum occasionally to make sure he didn't hit the ground like a bug on a windshield. His wrists had felt broken, his ribs, his head… Hell, he felt like one giant break all over. How he managed to slip away unnoticed was beyond him, a genuine miracle (a miracle that Captain Stacy deserved, not _him_).

But he had. Spider-Man left unobserved and changed back to innocent, normal Peter Parker. Innocent, normal Peter Parker that still felt like every bone in his body was shattered (yes, even those miniscule ones in the ear). He had stopped for eggs. He had returned home. He had put up a front for Aunt May, who thankfully refrained from questions despite her obvious distress at his condition. He had gone and suffered in private.

It was all very melodramatic, the kind of thing people would mock in books and movies, but he didn't really care.

He knew that some kids were going to school already. He tried. He made it through one class then skipped the rest and wandered around the city. He saw a few instances of muggings and fights, but he kept himself separate. He felt physically better each day, and he seemed to be healing up faster than the average person, which was a plus. Then again, he may have simply not been as injured as he had thought, but either way it was only physical improvements. He tried classes one more time, made it through to lunch, spotted Gwen, then ditched once more. He spent the rest of the day building replacement web shooters and repairing his suit.

He tried to help Aunt May, and she seemed pleased at the extra attention and aid, but he caught the way she would look helplessly at him when she thought he wasn't paying attention. It only made it harder to try and move on.

Having newly adapted the habit of helping Aunt May with dinner, Peter was pulling things out of the fridge in the order requested.

"Peter…"

Peter tensed at the tone, but fluidly moved past it, setting breadcrumbs and a carton of eggs (one of about ten) on the little kitchen island. He didn't look up, but kept a pleasant smile in place. "Yeah?"

Aunt May opened the carton and pulled out two eggs before handing the carton back. "I know that it's been awhile since the incident at school, and I know classes are running. They've been calling me all week…"

Taking the carton, Peter returned it to the fridge with little more than a mumble of acknowledgement.

"You need to go back. I don't know what's been bothering you, but you need to think about your education, dear." She stopped. "Worcestershire sauce, please." The exchange was silent, and she glanced at her nephew, who was avoiding eye contact as innocently as possible. "Starting tomorrow." With no acquiescence, she paused again and stared at him. "Peter?"

Grudgingly, Peter looked up, smiling lopsidedly. "Yes, Aunt May. School, tomorrow. Got it."

Satisfied for the moment, Aunt May smiled back, then pointed back to the fridge. "Okay, I need the-" The doorbell rang, cutting her off and causing Peter to flinch visibly. She raised her palms, covered in flecks of raw burger and shrugged. "Can you get that?"

Grimacing, Peter nodded and left the kitchen, heading down the hall. He could see the silhouette of the individual on the other side move to press the bell again and he snapped the door open. He didn't recognize the attractive red-headed woman on the other side and simply stared for a moment before hunching his shoulders and shoving his hand into his pockets. "Uh, can I help you?"

The woman sort of smiled – it looked like the kind of smile traveling salesmen used to get your trust, but Peter didn't quite buy it. "Peter Parker? I'm Agent Maria Hill, and I'd like to ask you a few questions."

Tensing, Peter frowned, but with Aunt May hanging out the kitchen doorway he nodded and held open the door. The woman stepped in with a nod and a smile, then waited to be shown a seat. Peter showed her into the living room with a sweeping gesture. "Questions about what?" He quelled the sense of paranoia that tried to claw up his chest. He was sure that the only thing an agent would be interested in would be the recent incident at Oscorp, and that was hardly something he wanted to be asked about.

Aunt May entered then, patting her hands dry on a kitchen towel. Once they were dry, she offered a hand to the agent with a smile more genuine than Peter could have mustered even if he had been feeling fine. "I'm May Parker. Is there anything I can get you? Does this have to do with Peter missing school? I was just telling him he needs to start back tomorrow, but I felt that after everything that happened there he could use the time off…" She trailed off enough that the woman had to wave her away with another of her salesman smiles.

"No thank you, Mrs. Parker. I just needed to ask him some questions about a classmate of his, if I could." She turned her gaze over to Peter, who leaned against the doorjamb. "If that's alright with you, Peter."

The teen tried his own smile, fully aware of how awkward and _fake_ it felt, and bobbed his head in a nod.

There was a pause as no one seemed to know what to do next, but Aunt May finally nodded and dusted off her palms. "Well, then. Let me know if either of you need anything." Another short pause and she left.

Part of him really wished she didn't, because suddenly being alone with this strange agent (whoa, wait, agent of _what_?) was imposing. He opened his mouth to speak, but only ended up closing it quietly.

Agent Hill solved his dilemma by cutting to the point. "We are trying to find out more information about the incident at Oscorp, but it's rather difficult. I talked earlier with Gwen Stacy, and unfortunately she was unable to help. Now we're asking all of her classmates to see if they may have noticed anything noteworthy."

Peter did his best to look curious and finally moved to take a seat opposite the woman. Of course, his thoughts were racing – what did _he_ know about the incident at Oscorp? Oh, just about everything. He basically _was_ the incident at Oscorp. "I'm not completely sure how I can help. Yeah, Gwen's a classmate, and sure, that giant lizard guy tore through the school, but I don't know anything about it but what they told us on the news." The lie felt awkward, but he could believe it, if he didn't know better himself. To check, he glanced up at the agent, feigning concern.

She smiled and nodded, twining her fingers together. "I'm well aware that you probably won't know something along the lines of a breakthrough, but little things help piece together the big picture. We'd actually like to know if Gwen Stacy had met anyone new, in or outside of the school, that may have seemed… suspicious."

Blinking, Peter raised an eyebrow, then tilted his head toward her. "Uh, sus-suspicious? Like, what, exactly?" He pulled the corner of his mouth into a smirk and attempted a short laugh. "Like, a creeper in a van giving candy to kids? Or…"

The red-head didn't seem to accept the attempt at humor and cut him off. "We're looking for any clues towards the identity of Spider-Man. You may have heard of him." She sat back in the chair and crossed a slim leg over her knee. "We have reason to believe that it was Spider-Man that provided the formula for the antidote to Miss Stacy, who manufactured it as The Lizard carried out his assault on the tower." She watched him calmly, her previous imitation smile gone in favor of a more serious, down-to-business expression. "She doesn't seem to know anything, so we're trying to get any information from anyone that has been identified as having had contact with her."

Peter stared, mouth agape just a touch. When he realized how stunned he must look, he quietly closed his mouth and cast his eyes down.

Well, shit, that was a little close to home.

He took another short moment to fully digest all she had said, then clasped his hands together. "Uh, that's… well, that's interesting, and all, but, uh… I really… I really don't know much. I mean, I only talked to her a few times at school, anyway…"

The agent uncrossed her legs and leaned forward once more, eyes wandering over the area rug. "A few other students and a teacher had noticed the two of you had started talking, and that was why I wanted to talk to you. However, before I talk to anyone, I do my research, Mr. Parker." She raised her gaze, the heavy weight of suspicion darkening them. "A week before the incident you fraudulently joined a tour for potential interns at Oscorp. On one hand, it looks like a case of infatuation causing some misguided stalking, but on the other it looks very… suspicious." She sighed and her look softened. "I just want to know if you noticed anything out of the ordinary about the behavior of anyone around her. Including you, if that's the case."

The information caught Peter completely by surprise and he almost reacted. Almost. Instead, he held his breath for a moment, feigned deep thought, then finally shook his head, palms upraised helplessly. "I'm sorry, but I just don-"

The doorbell rang.

Both Peter and the woman turned their attention to the hall, though Peter had to swivel in his seat. Aunt May walked past briskly and they listened as the door hinges creaked open. A girl's voice asked for Peter, and Aunt May returned to the doorway.

"Peter, you have another guest, should I-"

Peter jumped from his seat and all but bolted for the door, thankful for the disruption. He turned back at the last moment and held up an index finger to the woman as he stepped around Aunt May. "I'll just be a minute, okay?" He didn't wait for a response before slipping away.

However, he came to an abrupt stop when he recognized the figure behind the glass of the door. He briefly debated what would be worse – talking to this chick that seemed to be looking for him (whether she knew it or not, and she made it sound uncomfortably like the former) or talking to his upset girlfr- oh, wait: ex-girlfriend.

Neither option sounded really terrific, and for a moment he was tempted to just sprint out the back door.

He suppressed the urge and swung open the door, dipping his head in acknowledgement to Gwen.

There was an incredibly uncomfortable moment of silence, during which he heard Aunt May recede down the hall to return to making dinner, and he may or may not have heard the agent in the other room shift around. He waited, though, Captain Stacy's final request reverberating at the forefront of his attention as Gwen glared at him.

"Where have you been?"

Peter chewed his lip and shrunk in on himself. He tried to look her in the face, tried to put up a strong front (_have to stay away to keep her safe, have to keep her safe_), but failed and constantly shifted between glancing at her and staring at the corner of the second step of the stoop. Each time he glanced up it took effort not to wince – she looked about as hurt as he had imagined.

"There was a funeral-"

He honestly only half-listened in favor of repeating the mantra of _keep her safe keep her safe keep her safe_. Yes, there had been a funeral, and it was his fault from the beginning. It would have been easier to turn himself in to the police than to have attended the funeral with her. But the man at the center of that funeral had asked him to leave his daughter alone. Peter fully intended to keep that promise.

Gwen had stopped talking, had begun to stare at him with a trace of… what, disgust? Peter could buy that, since he deserved it. He shook his head and took a step back. "I… I can't." At the shadow of confusion that covered her frown, he shook his head again. "I can't do this. I'm sorry, but…"

There was another uncomfortable pause before Gwen, setting her jaw, nodded. She looked about to say something, but turned and lifted her umbrella as she walked down the steps. Peter watched her go, biting his lip. _Keep her safe keep her safe keep her safe…_

Something caught his eye as a flutter of apprehension slid down his neck, a milder form of what he would experience during his fights. It was unnerving, and he glanced up to see nothing more abnormal than some guy walking down the street. The collar of the man's jacket was popped up, and he meandered slowly on the sidewalk. Despite the glance lasting only a fraction of a second, Peter swore he made eye contact.

But then Gwen was shifting her umbrella again at the bottom of the stoop as she turned to look back up at him. The hurt expression was still there, but was mixed with a resignation. "He made you promise, didn't he?"

Peter kept still, wanting to confess everything, but she didn't need the affirmation. She nodded, turned, and left.

He didn't move at first. He drew in a deep breath and held it until it hurt, then began to cast around for a distraction.

The random man from moments earlier finally passed his stoop. As Peter paused to watch him pass, the man glanced towards him and nodded, then continued. Peter stared. Finally, tired of gawping at some random stranger's receding back, he turned and reentered the house.

He almost walked into the agent, who had somehow appeared behind him (wow, he must be _really_ upset to be distracted enough to have not noticed her creep up on him). She looked him up and down, as if she had just come to realize something. "Anything wrong?"

Peter moved to back up and put some space between them, but there was the door immediately to his back. Instead he smiled and laughed, but each was lopsided and awkward. "Ah, what? No, no, nothing's wrong. I've missed a lot of school and she was she was letting me know what assignments I needed to work on, you know?"

A delicately arched brow raised (look up skeptical and that'd be the picture, all right), but the woman didn't press. A moment later the smile from before found its place in her expression and she held up her hand for a final shake. "Well, I'm sorry to have bothered you. If you remember anything that may seem suspicious, please call us." While she waited for a handshake with one hand, her other produced a card.

Peter took the card with his left and shook the proffered hand with the right, confused at the whirlwind finish to the questions. It wasn't like she had really asked him a lot, especially with Gwen's interruption, and she had sounded ready to well and truly grill him. As they shook, something nicked his wrist and he jumped.

The agent adapted an expression of surprise. "Oh, I'm sorry, I think I got you with my nails." She raised her hand and waved it slightly, her smile shifting into a self-deprecating one. "Sorry, I need to just stop getting manicures, I only ever seem to hurt people with them." She folded her hands together and dipped her head. "Thank you for your time, Mr. Parker." With that she slipped around him and put a hand on the doorknob.

There was an awkward pause until she looked at him expectantly.

He was still leaning against the door. "Oh, sh…" He jumped away and spun around, raised a hand in farewell, and watched her leave.

After a moment he glanced at his wrist, which still smarted. What he saw made him jump – he was bleeding. Barely, but it was there. "Holy shit, she needs to clip her nails…"

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**AN/ I've skimmed this chapter for grammar a couple times, but I have been making typos left and right, so I may have missed some.**

**Again, thank you so much for your views, reviews and favs, it makes me feel all warm and cozy inside 3**


	4. Chapter 3

"You want me to run this sample," Bruce Banner held up a small glass slide with a few flakes of dried blood, "against _this _one?" And here he held up a second sample, this time a small strip of fabric darkened with a miniscule amount of blood. Holding them both about head level, he fixed Natasha with a confused look. "You do realize I'm not a geneticist, right?"

Natasha stared back flatly, arms crossed and weight shifted to one leg.

Bruce nodded, a small smile tugging at his lips, and turned back to the small lab, lowering the samples. "Yeah, not technically… You do know that SHIELD has their own labs for these, right?" He asked to be conversational, positive that she knew exactly what SHIELD had at their figurative fingertips. There was little she didn't know except for the more complex scientific concepts.

With the scientist working, Natasha allowed herself to relax enough to slip onto a tall stool. "Hill has me tracking down this Spider-Man kid and I'd like to get it over with. The main labs are always a few days behind and I need to be done sooner rather than later."

"Maria Hill has _you_ tracking someone." The scientist didn't look up from his work preparing the two separate samples, but he was interested.

The spy rolled her eyes and drew a knee to her chest. "_Yes_. Fury told her to look into this guy, for the Initiative I guess, but she turns right around and passes it off to me, as if she expects me to be the new Coulson." The comment came out thoughtlessly, but she flinched as soon as it tumbled out of her mouth.

Even a year's passage hadn't softened that particular loss, and they both fell silent. The sound of glass tinkling as new slides were made and various mechanical sounds of the lab purring into life were the only interruption.

After setting everything for the tests to run in motion, Bruce stepped away from the lab and leaned against a different counter to eye Natasha. "That should be done in a couple of hours." He paused, peering at her, before shaking his head slightly. "Did you say 'kid'?"

Natasha frowned, chewing her lip pensively. "Honestly, they don't want me talking about it until we know for certain, and they certainly want to know first." She debated just letting him know. Bruce Banner was hardly the one to worry about taking advantage of secrets.

"Tony, right?"

He was pretty good at mind reading, though. She sighed and massaged the bridge of her nose at the name. "Pretty much."

Bruce nodded, dropping his gaze before turning to watch the lab equipment. "He'll find out at some point anyway, you realize."

"I know." She huffed a breath, then pulled out a tablet. Without comment, she sorted through files until opening one and sliding the tablet down the counter towards the scientist. "Peter Parker, seventeen year old senior at Midtown Science. I started looking into anyone this Stacy talked to, and I was originally going to just question him as a witness, but things started popping up that looked suspicious. At this point I'm positive it's him, but I still wanted to get those samples checked." She set her jaw. "Clint's getting more information from Oscorp. They only originally gave us access to any video feed that directly dealt with the girl, but this kid disappeared from those screens."

Bruce scrolled through the files, pausing at certain points that caught his attention. He frowned and looked up, brows furrowed. "What is it that makes you think this kid is swinging around New York?"

"He was sending off red flags with his paranoia, but then Stacy showed up and I overheard them talking about promises…" Natasha pointed back at the tablet with a jerk of her chin. "But keep reading. His father was a geneticist that worked with Doctor Connors, and, like I said about the Oscorp security footage, he was seen with a tour group in Oscorp's building a couple of weeks before the whole incident."

The elevator door pinged open, heralding Hawkeye's arrival. He entered with a paper file raised above his head. "This kid ended up visiting the good old Doc at his own home." At the counter he dropped the file theatrically, letting it thwack the surface of the counter as a few sheets slid out of the folder. "Additional security footage has him at the tower multiple times in the week leading up to the incident, plus his first trip there had him accessing a secure room full of, wait for it-" He paused here for effect, then pointed at the file he had delivered. "Room full of mutant spiders."

Natasha rolled her eyes at his grandiose entrance, but she couldn't keep from smiling as well. "It's about time you finished. It's a good thing they asked me to lead, or we'd still be talking to the students."

They looked about to engage in a verbal spar, so Bruce quickly intervened with a wave of a hand to catch their attention. "So you think you've got your guy," he ignored Clint's outburst ("Think? Room of mutant spiders!") "But still, what is SHIELD's interest in children?"

"He's a kid that has the potential to be a threat, SHIELD wants something done." Barton pulled another seat up to the counter and sat next to Natasha. "I think it'd be better to handle it amongst ourselves; we might not know his particular situation, but we'll get it more than any of the plebes will." He shifted his attention to Natasha. "So, what do we do?"

The spy straightened up and pulled the file the blond had assembled toward her. She flicked from page to page (she had to give him credit, it might have taken some time, but it was thorough) and glanced to the nearest clock. "Well, we still have to wait for the results. After that, I'm not sure. He's paranoid and I don't know if he'll run or not."

The pair descended into a dialogue of debate, and Bruce listened to their back and forth before turning away to continue looking through the information Natasha had pulled up on her tablet. They still had far too much time to kill before the results would be readable, so he contented himself with familiarizing himself with the boy.

He had a stellar pedigree in science, and while that normally wouldn't be indicative of anything, being able to go toe-to-toe with a scientist that was leading his field really boosted his credit. After pondering what to do with that realization, he turned his attention back to the two spies' debate of how best to abduct a teenager with superhuman capabilities (and without anyone noticing).

"He's already comfortable in dark alleys, that's hardly the best-"

"He's comfortable beating up _thugs_ in dark alleys; thugs that have no proper experience defending themselves, and we're hardly ill-experienced thugs-"

"I just think we can come up with something better than-"

"Hey, hey…" Bruce cut in, a hand raised to his temple. The pair stopped abruptly and two heads pivoted to stare at him. He stared back for a moment, unnerved, then shrugged. "Offer him an internship here. According to your files he's smart enough for it, and there's no risk of hurting anyone, or scaring him off early…"

For a moment, all that went on was some mutual staring. Finally, Clint looked to Natasha, who reciprocated with a thoughtful glance, then back to Bruce. "Does Tony even take interns?"

"No, but does that really matter?" Bruce waved a hand dismissively. "No, the internship can be with me, but here at the tower. Besides, it's just a front anyway, a way to get to talk to him." He traded looks with each spy. "Right? Just talking?"

There was an awkward chorus of 'of courses' and 'yeahs' that weren't completely encouraging, and Bruce found himself hoping that they wouldn't have to bother the teen, but he nodded before indicating the clock. "Well, you've still got a while. I'll call you when the results are in."

Clint seemed pleased with the order and stood. "Sounds good to me. We telling Fury before or after?"

"After," Natasha said without pause. She stood and reached for her tablet and the files. "Please keep this quiet for now, Bruce." She smiled up at him, then briskly followed Clint out of the lab.

Bruce, for his part, waved them off as they departed then went back to working on the small-scale experiments he had been working on before Natasha's request. SHIELD wanted him to invent some sort of Tesseract-Geiger counter to alert them to any approach of that particular energy signal, and while he knew it was possible, without the Tesseract itself, or that staff of Loki's, it was considerably more difficult.

So difficult, in fact, that he was so absorbed in analyzing some findings less than an hour later that he didn't notice the intruder until he had an arm slung around his shoulders.

"Mind telling me what an STR analysis has to do with extra-terrestrial gamma-ray signals?"

**AN/ Once again, thanks for all you positive comments and favorites/follows! I doubt this will be the best out there, but it's certainly encouraging to know that people enjoy it :3 **


	5. Chapter 4

School was difficult at first. Peter was still feeling low, but most of his classmates seemed to have moved on. He noticed that everyone seemed to act delicately around Gwen, but otherwise the students didn't seem to notice anything had happened. Except the girls that wanted to use the restroom down the English hall. That one was still under heavy construction, and they noticed.

Flash (really, of all people?) was suddenly _nice_, and as annoying as it was, it was surprisingly soothing. On one hand, it felt like things _definitely_ would never go back to normal, but at least someone seemed to care that he showed up. Okay, that was a lie, his teachers all welcomed him back, and there were a few other kids that seemed to notice he had been missing, and it honestly wouldn't have mattered either way…

But none of it was important except Gwen. He did his best to ignore her presence, but caught himself sending hesitant glances her way more than a few times. She seemed to have either moved on already, or she was just doing much better at pretending to ignore him, because he never caught her looking. Each time he would break and send a look her way, just to find her not looking, his face would fall and he'd look away with a sigh.

He was getting tired of feeling so melodramatic.

The week's worth of make-up homework was a daunting pile to look at, and immediately after the last bell rang he crumpled it all into his backpack and trotted out of the building, dodging classmates and shouts from teachers to walk. Once off campus, he detached his board from his backpack and coasted down the street, weaving in and out of commuters.

By the time the afternoon had proceeded on to early evening, he was itching to suit up and start traveling via web. He pulled into an alley, triple checked for observers, then shot a cable to the nearby roof and flew upwards. On the roof he changed and stashed his backpack and board.

The sensation of being back in the sky (sort of) was liberating, and for over an hour all he did was breeze past building after building. The negativity that had been plaguing him since The Incident was left behind, and even though he knew it waited back on that rooftop with his backpack, being free from it for even just a little while was refreshing.

As the sun began to creep down, though, he kept an eye out for anything that required his interference.

It didn't take long. His second disturbance (the first had something to do with a cat; it was very fire-fighter-esque) was just a few drunks harassing a couple of women, and he scattered that uncomfortable party quickly. He didn't even really need to touch the ground – the men, drunk as they were, spotted him and bolted every which way down the alley. It resembled a game of pinball.

All in all, it was a simple, entertaining evening, and his spirits floated higher than they had in what felt like years. He knew better than that, but that was what it felt like.

He was about to call it a night when momentum slung him around the corner of a building into an alley. Hand up to shoot another web, he hesitated and stopped, sticking to the upper brickwork of the building, when he spotted a small group of men huddled in the dim light of a flickering neon sign.

Each and every one of them looked like thugs – an immediate red flag. One or two thugs were always suspicious, but this was closer to a mob. Sure, a miniature one, and it wasn't like they were rampaging against anything (yet), but Peter could see the potential for it in their angry and exaggerated body language, and he edged closer to eavesdrop.

They did fairly well keeping their voices down, despite the way they flailed arms and jutted chins in an obviously frustrated manner. It prompted Peter to inch closer, then closer, and he began to feel uncomfortably close, considering he hadn't decided to pounce yet. They hadn't indicated any wrongdoing yet, and-

"-don't matter if she's got a kid, she owes and the boss said she's gotta pay."

"Yeah, and how? No one's gonna ransom the whore-"

"No shit, Sherlock-"

Well, that was a better. Well, not _better_, but more promising, anyway. Peter crept further down, watching and listening. The debate seemed to be focused between two men while three others merely watched, heads turning as if they were watching a game of tennis. The speakers cut each other off on a regular basis, throwing hands into the air and pacing, sending bladed glares at the dissenter.

"Then why the hell does he want us to kidnap her? If no one's gonna pay up…"

"She's a _whore_, you idiot, what do you expect he's gonna do with her?"

Up to this point, Peter had only dealt with imminent and active crime. It was easy to jump in and save the day when a guy was attempting to rape someone, or some drunks were beating on a homeless guy, or some idiots were mugging someone (or… you get the picture). He had never considered how to handle conspiracies, because he had never thought someone would be stupid enough to talk about something like that out in public. He debated for a moment whether to get involved (would the guys even know what they were being punished for?), but came to the conclusion that if he didn't intervene now, he may not be present when the bastards went to kidnap and pimp out some woman.

He was already responsible for enough terrible things; he wasn't going to let this one just slip by.

Deciding against a witty comment, he moved into action without further pause. He detached from the wall and plummeted, but only for a fraction of a second. As he fell, he shot a web above to counteract his descent, shifting into an arc that forced his momentum into the side of the largest man of the lot (who also happened to be the loudest mouth).

At that point, motion melded with instinct and he moved without thought. The first man, the largest threat, was pinned to the ground with webs at hands and ankles. He was hardly finished when his body slid into motion to pin the next man to the brick façade below the crummy neon sign.

One of the five men, apparently recognizing the flash of red and blue, staggered backwards before spinning and bolting away. Peter shifted to shoot out a cable to trip the man up, but the remaining two men attempted an ambush and he was forced to address them first. It would be fine – it wasn't like a man on foot could really outrun Spider-man, after all.

The two men attempting the gang-up came from two directions, apparently hoping to pincer him into submission. It was depressingly obvious, though, that that was hardly going to work with only two opponents. As they lunged to attack, one preparing to strike above as the other aimed low, he pivoted, one arm raised in a block. The first man almost bounced off, and Peter used his free hand to latch onto the other's fist. Tightening his grip, he twisted, flipping the man to his side (he yelped oh-so-attractively).

After taking a second to web the man where he fell, Peter turned his attention to the lone survivor, who had recovered enough to grab a plank of wood from a shattered wooden pallet and was poised to drive it down. It was painfully simple to deflect, painfully simple to disarm, painfully simple to pin him to the wall. Here he was, fearful he was getting rusty, and everything simply clicked into place.

He had finished the quick fight in a crouch, and he peered in the direction that the last man had fled. He moved to raise a hand to shoot a web, but just as he wrist hit the apex his senses screamed at him to duck. He threw himself to the side in time to downgrade a direct hit into a glancing blow behind his ear.

He instinctually rolled with the blow to keep the momentum of the hit from causing more damage, but his vision still shimmered. His roll took him far enough away from the surprise threat that he was able to check who exactly it was, but not much else. The first man he had pinned down had somehow ripped free of the webbing restraints and was advancing quickly, still swinging a thick pipe he had somehow conjured up.

Peter shot the opposite wall of the alley and pulled himself out of the man's path, then used his free hand to sling another gob at the man to incapacitate him. It worked, and the man's foot was all but cemented to the broken asphalt.

For a measly second, anyway.

Somehow, the man managed to rip himself free without noticeably losing any of his momentum. Peter stared for a minute, baffled, before his instincts once more took over.

The man was more of a brute than anything, and seemed content to believe in the idea that if he could squish the problem, he'd be set. Peter wasn't too thrilled with the plan, of course, but it made the guy predictable, at least. He adapted his fighting accordingly, and began to overwhelm the brute with sheer speed, snagging him with webbing at any chance. The fight still began to drag on for far too long, though, and Peter found himself drawing uncomfortable parallels between the man's inhuman strength and resilience to The Lizard.

Something was very not right.

While the man did seem to finally show that the webbing was slowing him down, he still forged on, looking angrier and angrier very minute, swinging that damn metal post of his. Frontal assaults obviously weren't doing any good, so Peter led the man on a merry little chase in circles, all the way up until he misjudged his distance from a wall and the man lunged to pin him against it.

The pipe found its home across Peter's throat and he pushed against it, but without success. He tried to slip a hand free, but the pressure exerted on his throat made him choke. The thug huffed to catch his breath (well, at least Pete had almost worn the guy out, right?) and glowered at the masked teen.

In between huffs he spat out just one word. "_You_."

The whole struggling thing wasn't working, and with his curiosity piqued, Peter stilled. "Yep, me." He tried to sound carefree, but each word was a rasp of air. He cocked his head to the side (well, as best he could with a pipe pressed under his jaw). "What about me?" He didn't really expect an answer, but he figured he'd ask anyway.

In another demonstration that the man was just a dense thug, he actually answered. "Boss has a message for you, ya freak: piss off and stop messin' in his affai-"

As he spoke, the pressure on the metal rod lessened by increments until Peter took advantage of it to jerk a hand free and launch a gob of web into the man's face. The brute recoiled, clawing at his face, as his impromptu weapon hit the ground with an echoing clang. Peter slipped down the wall and smacked his head against the bricks, but he returned to his feet seamlessly and shot web after web at the man in much the same way as he had delayed Connors at the school.

The thought that there was something abnormal about the brute was reinforced by how much of the webbing he was able to tear through before finally succumbing. He wasn't very peaceful about it, either, and muted screaming could be heard from behind his gag.

Objective finally complete, Peter took the opportunity to catch his breath and ran a hand over his neck to check the damage. It was sore, but nothing more. He was thankful for that – he had been able to explain away most of his injuries to Aunt May in general teenage fashions, but a crushed trachea wasn't really something you could get on accident.

He stepped over to the incapacitated juggernaut and squatted next to him. He was hesitant to undo any of the netting that kept the man pinned, and settled for a cursory examination. The man reminded him all too well of the strength Connors had exhibited under the influence of the Lizard, and for a moment he was convinced that somehow this man was somehow afflicted by the same thing.

Yet there was no outward indication of any such mutation. Any exposed skin was utterly human, and the only distortion to his face was the murderous glare under the white webbing keeping him from talking.

Relenting to the idea that he wasn't going to be able to solve the mystery, Peter then moved to one of the brute's less problematic companions. He leaned against the wall and nodded at the man. "Dude," he said, but it sounded more like a croak than anything. He paused and coughed to clear the rasp from his throat before trying again. "Dude, you might want to tell your friend to lay off the drugs."

All he earned for the feeble wisecrack was a glare, and he rolled his eyes behind the mask. He pushed away from the wall and moved to stand directly in front of the silent man. "Okay, so here's the deal. For one, I hear about any women going missing and I'll know who to look for, right? For two, I don't know who your boss is, but I'm not messing in his affairs unless he…" He paused then shook his head, and waved a hand dismissively. "You know what, never mind, just don't go kidnapping anyone, okay?"

He waited for a whole minute for some kind of affirmation, realized there wasn't one coming, then turned away with a muttered "Whatever." He walked a few steps before sending off a cable to the upper corner of one of the buildings, tugged, and launched himself upwards.

He had been so close to simply being able to go home that it took less than two minutes to reunite with his backpack. He took a moment to change back into civilian clothes, then took the fire escape back down to the ground, feeling self-conscious. Sure, he had been out for over a week, but that was hardly an excuse to have trouble with a guy that looked utterly normal.

A bus ride and skate later, he padded up the steps to home with a sense of chagrin – the lights were still on, which meant that Aunt May had waited for him. Again. He paused to pull out his phone for a quick glance. It was approaching ten, and he had seven missed calls. He sucked in a breath before turning the doorknob and stepping inside.

His mouth was open for an excuse, but he froze almost completely when he spied two men seated in the front room along with his Aunt. They were all engaged in conversation, each with a cup of what Peter guessed was tea, but as soon as the door opened they stopped talking and turned to stare.

With his excuses failing him, all he could muster up in reply was a lame "What's up?"

**AN/ Ugh, I'm sorry about that fight, it feels so pathetic to me, but I did my best v_v Please don't hate me too much…**

**There was originally going to be more, but I figured as it was stretching on into the 4k mark that it'd actually work better as two separate chapters here.**

**Oh, and I really like parenthetical statements (like, a whole lot, man), so you'll see a lot of those.**


	6. Chapter 5

Tony wanted in on it. It was _his_ tower, after all; he had a right to meet anyone getting clearance to come in. It took everyone's participation to convince him that anyone would be alarmed if Iron Man showed up at their home, and that was hardly what they needed if they were going to try the more subtle internship route. Still, it was hard convincing him all the way up until they had to make a phone call out to Thor, who was visiting Jane, to get his opinion. Even he agreed.

With Fabio's input on the matter, Tony grudgingly agreed to hang out in the background. For the time being.

And _only_ for that long.

Steve had become a bit too easily recognized as well, and Natasha's previous interview with the Parker boy ruled her out, so Clint was volunteered as escort for Bruce. Not in so many words, of course; Bruce noticed that everyone was still uncomfortable with the idea of him carrying out a house call on someone who could technically be a threat. He didn't blame them, but there was that ever present irritation at the subconscious distrust of his friends.

As they picked their way up the front steps to the Parker household, Bruce couldn't help but feel hesitant. Of all those currently on the team with superhuman capabilities, he was the only one who came about it as an accident (of sorts); everyone else received their gifts intentionally or were inborn with natural talent. Here was someone that may be closer in origin to himself (they had reviewed the footage, and it looked like a spider bite _might_ be the culprit), and he couldn't help but feel that the kid probably wanted to be left alone as much as he had wanted to be left alone in the beginning.

He balanced that with the fact that SHIELD hadn't been nearly so concerned about niceties in their recruitment of the Big Man. At least here and now the building wasn't surrounded with heavy artillery.

Clint knocked on the door and stepped back, hands shoved casually in his pockets. A hall light flicked on and the two men glanced at each other.

An older woman swung the door open and smiled up at the two of them, "Hello, can I help you?"

Bruce moved half a step forward and dipped his head in greeting, smiling. "Hello, we're here to talk to Peter?"

The woman – May Parker, according to their intel – looked a touch surprised. She blinked and glanced over her shoulder into the house, though she returned her attention quickly. "Peter? He actually hasn't come home from school yet. He missed a lot of school, so I think he might be working on catching up…" She trailed off then replaced her smile. "Would you like me to leave a message for him?"

Bruce and Clint shared a look. Homework. Right.

Bruce looked back to May, still smiling. "We'd actually like to talk to him tonight, if we could." May's smile faltered and she opened her mouth, but Bruce held up a hand. "Ah, no, he's not in trouble or anything, it's actually good news, but it shouldn't really wait."

May closed her mouth, her fears assuaged before they could be verbalized. Still, she took a moment as indecision flickered across her features. Finally she smiled once more and took a step back, swinging the door further open with her. "Come in; I'll give him a call."

She showed the two men to seats in the front room then disappeared into the kitchen to use the phone. She returned, announced that unfortunately it had gone to voicemail (Clint and Bruce shared another glance), and went to set some water for tea boiling. As the kettle warmed up, she called again.

Bruce had a fairly clear idea of why the teen wasn't picking up his phone, and he glanced at Clint, who looked back with the exact expression Bruce imagined was on his own face. He settled into his seat, ready for a long wait.

And it was. May called no less than five more times, in between attempts at small talk. She was actually a delight to talk to, and they learned quite a bit about this Peter that mere paperwork wouldn't have revealed. The relationship he had with his family, with his recently deceased Uncle, his inclination to get in trouble at school with bullies…

The two-hour wait was enlightening, but it did begin to drag. And drag. Clint was beginning to get restless and May seemed to be running out of ideas for small talk (the conversation had devolved to comments about recent out-of-state weather) when the doorknob finally rattled.

A static-haired teen stepped in, looking prepared to offer some sort of explanation for his lateness, but as soon as he saw the small party he froze and stared, eyes roving over all three seated adults. After an awkward pause he spoke up.

"What's up?"

Apparently that was a cue, because May set her mug down and swooped towards him in one movement. "Peter, where have you _been_? I've been trying to call you all evening and it kept going straight to voicemail."

He looked like he wanted to pay attention to his aunt, but kept casting paranoid looks towards Bruce and Clint, who both simply observed. "Sorry, Aunt May. I went skating and got a little sidetracked and forgot the time." Another glance towards the two was more pointed and he repeated himself. "What's up?"

Bruce took that as a cue and stood up, setting his own cup to the side. He closed the gap between them in a few strides and held out a hand. "I'm Bruce Banner, and I was hoping to talk to you about an internship opp-"

Before he could finish, Aunt May burst in with a loud exclamation. "_Peter_, what happened?" She reached for his face and turned it just enough for the hall light to illuminate the side of his face for a better look. "You're all bruised!"

The teen visibly shrank in on himself and pulled away, smiling awkwardly. "Aw, Aunt May, it's nothing. I just, I wasn't looking and I kind of skated into a… a parked bus." The whole excuse was stammered, and there was a pause of sorts (somehow more awkward than the stammering part) before he announced the culprit.

Behind Bruce, Clint held a hand to his mouth and muffled a snort of laughter. Bruce turned just enough to shoot him a glare and the archer shrugged, stifling a smile.

May didn't notice the laughter or the implausibility of the excuse and she continued reproachfully. "Peter, you need to be more careful or…" She trailed off, letting the concern on her face speak for itself.

Taking advantage of the sudden silence, Bruce tried again, glancing between the two. "Ah, I wanted to let you know that you've been awarded an internsh-"

Peter's attention snapped back and he suddenly pointed at the doctor. "Bruce Banner, you said?" He paused just long enough to earn a nod. "_That's_ why I recognize you!" He burst into a grin, but all that his outburst earned was a few stares.

The unexpected recognition made Bruce freeze – the whole reason he and Clint had come was to avoid any premature recognition, and here he was, found out. His thoughts churned to come up with a secondary cover, but Peter interrupted with a shrug.

"Uh, I was doing some research for a, a school paper. It was on radioactive decay rates and applications and your research on isometric transitions popped up. Didn't use it, but it was interesting." The explanation came out in a tumble, and he finished with a twitch of a smile. He shot a furtive glance at Aunt May. "But what internship? I didn't apply for any internships…"

Clint finally proved himself useful and spoke up, but he didn't leave his seat. "It was through nomination. Doc Connors put your name in before he…" There was a subtle pause that Bruce only noticed because of familiarity before the man continued, "Hyde-ed out." He smirked, and Bruce had to put in some effort to keep from rolling his eyes.

Peter stared at him for a moment, looking skeptical. Finally Peter raised an eyebrow. "Yeah? You didn't introduce yourself."

Clint's cool smile didn't falter, but widened for a heartbeat into a smirk. "Well, I tried a couple hours ago." This earned him a reproachful look from Bruce, but he just shrugged, hands spread.

Bruce offered instead. "He's Clint. He thinks he's here to be helpful." The last bit was said more under his breath than anything, but knowing Clint, the man heard. Judging from the slight smirk on the teenager's face, he had heard, too. "As I was saying, you've been selected for an internship. We wanted to talk to you today so we could get started right away, preferably tomorrow…"

The scientist wasn't sure if the teen looked remorseful for his own tardiness or what, but he did look fairly uncomfortable. He glanced to his aunt, who was watching the conversation with a touch of optimism, though everyone seemed aware of the looks she would cast on her ward's purpling bruise. Peter fidgeted, drumming the fingers of one hand against the opposite fingers, and finally opened his mouth. "Ah, I'm just not sure, since I didn't even know about this beforehand." He paused and indicated Bruce with a raised palm. "I mean, I know an internship with you is an honor, right, and I am, really. I'm honored, but…" He grimaced.

Bruce could see their chance at a peaceful interview slipping away and he scrambled to think of some kind of backup, but it was Clint that spoke up immediately, as laid back as he had been at the start. "If you're not sure, think of it as a trial. If it's not up to what you're expecting, I'm sure the big guy here won't mind." The blond shrugged. "If I were you, I'd be thinking less about the field and whether you specialize in it, and more about the potential scholarships you could get just by having worked with the Doc here."

Peter still didn't seem convinced, but, Bruce was glad to notice, Aunt May seemed won over. She brightened and looked from Clint to her nephew. "Oh, Peter, think of the opportunity!"

And apparently that was the last bit of impetus needed, as the teen finally seemed to relent (with no little chagrin, however). He started with an incremental nod, which deepened until he was bobbing his head almost comically. A smile returned, lopsided and awkward. He exuded discomfort, and Aunt May was the only one that didn't seem to notice. "Okay… Okay then. Trial run. Sounds… okay…" He trailed off, rubbing his face with a hand. "You said tomorrow, right? Where?"

Sensing an end to the task, Clint finally rose from his seat. "Stark Tower. Tell the receptionist and she'll let you know from there." He dipped into a bow for Aunt May. "Thank you for-"

"Whoa, whoa, _Stark Tower_?"

And once more, the teen earned himself three sets of stares. He was blinking a lot, and Bruce thought he looked far more alarmed at the location than at anything else that had been mentioned. "As in Tony Stark, the guy that flies around in a tin can for a hobby?"

Clint wasn't subtle this time and actually cackled, but Bruce interpreted the outburst differently and shook his head slightly. "Yeah, that's the one, but we're just going to be working there. Even I barely see the man, so I wouldn't worry about it."

It didn't seem to assuage Peter's fears completely, but the teen shut his mouth and pressed no further.

Overall, as he and Clint departed and headed down the empty sidewalk, Bruce was uncertain as to whether the teen would voluntarily show up. It wasn't really anything the scientist had further impact on, but he certainly hoped it would turn out the way they had planned. If not, Natasha would have to tell Fury and SHIELD would take over.

Some niggling thought warned him that that wouldn't turn out well for anyone.

* * *

AN/ Eep, I'm sorry for the delay. After the Thanksgiving break I had a lot of grading to catch up on, and I still do, so I haven't been able to type much. This is my cushion chapter so that I wouldn't completely disappear. Hopefully over the Christmas break I can get some more typing done after finishing up all of the grading. Yeah, that's right, kids, even your teachers have homework, and it's a heck of a lot more than you have ;p

Again, many, MANY thanks for all favorites and reviews, it keeps me wanting to continue this, and I do so hope I can get a few chapters for you for a present :3


	7. Chapter 6

School was the last thing on Peter's mind, even as he sat drumming a pencil on his desktop in English. No, more important than school was the odd fight from the night before, Gwen (always), and his upcoming visit to Stark's tower. English hardly felt important after that list of concerns, but he did somehow manage to respond appropriately each time he was called on.

Those three primary concerns had been rotating through his consciousness all day. He was still kicking himself (figuratively, of course, that'd look awkward) for not taking the time to find out what was wrong with the man from the fight. At first he had pegged it down to drugs, or roid rage or something, but the more he thought about it, the more it bothered him. Even hyped up on some kind of performance drug shouldn't have made the guy _that_ strong.

But there wasn't much he could do about it now.

Then of course there was this internship thing, which felt fishier than… well, it was fishy. He really should have asked more questions, but it had been late and he had been caught off guard. Shouldn't an internship that Connors recommended him for be for Oscorp? It seemed like he'd be obligated as an employee to keep prospective talent close to home, not recommend them to random scientists working for Tony Stark. Which, Peter did grant, he didn't know for sure, but working in that tower was certainly suspicious.

And that was all without mentioning his worry about getting too close to a known member of the Avengers. As a fledgling superhero (thinking that phrase made him feel funny) he looked up to them, sure, but they were big league, and he didn't really want to be on their radar. After all, the cops still wanted him arrested for ties to Captain Stacy's death, and the Bugle was painting him as a menace.

These were his primary swirl of thoughts; lather, rinse, repeat. Same thoughts, different time and phrasing.

And then Gwen.

She wasn't really on his mind in the same way the other two topics were. It was more of a "monkey-see, monkey-can't-get-her-out-of-thoughts" thing. Like now.

_The Scarlet Letter_ was their topic du jour, and Miss Ritter was busy gathering input from her students, but Peter, having missed a week, was so far behind that he didn't really pay attention. Besides, Gwen was sitting directly in front of him, and that was distracting.

So distracting that he didn't hear Miss Ritter call out orders to turn to a neighbor and discuss a question, so he was startled when his classmates began moving and Gwen turned around in her seat to face him.

There was an awkward stare-down before she arched an eyebrow. "You haven't been reading, have you?" The 'have you' may have been tacked on as a question, but it said as a statement, and the look on her face brooked no arguments or contradictions.

Peter held his breath, glanced this way and that for some inspiration then let his breath out in a hiss with a shrug. "Ah, yeah, I haven't." Finally he mustered up the nerve to look at her, smiling awkwardly. "I…" He almost attempted the 'I've been busy' excuse, but caught her look again. Right, brook no arguments. Plus, she probably already knew.

Her expression was a complicated mixture of concern, irritation, and what Peter liked to think was a touch of amusement, but that might have just been him being hopeful. After a moment she heaved a sigh and leaned forward. "I know it's not my business anymore, but what do you plan on doing? After high school, for a living."

Peter winced and began scanning the room for a distraction. "I'll figure something out…" Considering all the things he had to worry about, he hadn't had much of a chance to think beyond the immediate. He had, however, put in some consideration into the topic. He had absolutely no clue what he was going to do. He didn't like thinking about it.

Gwen shook her head, frowning. "You've still got to focus on your grades, Peter. You're a _teenager_. I know why you thought you had to deal with…" She paused, seeming to struggle with a thought before continuing. "With _him_, but you don't have to do that anymore. There are people whose job is to take care of those things. Be a teenager, Peter." She sighed again a shrugged a bit dramatically. "Do your homework, Pete."

He groaned, hearing an echo of his aunt in the scolding (did no one understand that he knew it needed to get done?), and set his forehead against the laminate surface of his desk. He tried to remember anything he had heard about the book, but couldn't come up with anything before Gwen spoke up again.

"I can help, you know."

Peter kept his head firmly planted on the desk, but turned just until he could peer up at her with a single skeptical eye.

She caught the look and crossed her arms, looking flustered. "You need to catch up. I can help. I've tutored before." She shrugged and rolled her eyes dismissively. "It's not like I'm asking you to… I don't know." She paused and dropped her gaze to the notebook in which she was scribbling. "Unless, of course, you promised to never get any help of any kind."

Peter sat up, jaw set firmly. Finally he nodded slightly, a hint of a smirk edging into an otherwise carefully neutral expression. "Yeah… I guess that sounds… okay."

Gwen looked up a bit too quickly, looking a bit too happy. "After school, then?"

Her poorly concealed enthusiasm was distressing (she made it seem like they could just pick up where they left off, but that didn't seem like something they should do) and Peter blanched. "Uh, I- I actually have something… after school, already."

Gwen smiled and seemed to gain control of herself. She nodded briskly, "That's okay. Whenever's good. Before the test, of course." The bell interrupted and their classmates evacuated their seats, but she didn't miss a beat. "You'll be in trouble if you don't get your work done by then." Here she finally piled her things together and slid out of her seat. "Any classes you need help with, too. Not just English." She offered another smile as he vacated his seat in a much more reserved manner. "See you tomorrow."

Peter watched her leave, realized he had another class to go to, and left as well. He wasn't completely sure what to think, or how to feel. On one hand, he really did love her, and he hated the idea of never being able to talk to her, or hang out with her, etcetera, etcetera. On the other, he still felt that obnoxious sense of obligation to keep his promise and keep away from her for her safety.

It wasn't until the final bell was about to ring when he finally realized what a ridiculous concept that was. Stay away to keep her safe? If he had stayed away, she would have died when Connors had attacked (omission of guilt at causing Connors' rampage was voluntary in this case). He was the person best suited to keeping her safe. No one knew who he was – that was why he wore a mask, right?

Pleasantly reassured, Peter spent the remainder of the class cycling through the same thoughts as before: last fight, internship, Gwen (with the added bonus of renewed bubbly feelings). By the time the end of day announcements had finished echoing through the P.A. and the bell rang he was working on a drum solo against his desk with a pair of pencils. He rocketed out of his seat perhaps a touch too quickly and was almost to the door by the time the bell was done chiming, where he consciously slowed to a more moderate pace.

He wove between his classmates through the hall and headed for his locker, where he picked up his board and his unopened copy of _The Scarlet Letter_, then jogged out of the school. Off of school property, he hopped onto his skateboard and coasted down the sidewalk, weaving between pedestrians to the nearest subway entrance. Subways made him paranoid ever since his first trip to the Oscorp Tower, but it was the quickest way to the other end of town and Stark Tower.

Thinking about the two, as he stood near the doors to the train, he suddenly wondered why on earth Connors would have recommended him for an internship outside of the company he worked for, but he rationalized it as scientists knowing no loyalty but to science. Or something. Honestly, he couldn't rationalize it, but a solution wasn't forthcoming and the matter wasn't too pressing. He could always ask later.

By the time he emerged from the underground he had developed a nervous fidget. He slowed down a bit and walked the rest of the way, flexing his hands as he eyed the tower looming above. In some ways it was just like any one of the myriad constructions in the city, but there was something that made it more ominous. Maybe the fact that they had neglected to repair the four massive letters that had been destroyed in the alien invasion the year before lent to an uncomfortable reminder. He cast a quick glance towards the remaining thirty-foot A before stepping into the lobby.

It was empty. Of people, that is. There were the generic decorations that hinted at some kind of business, and even a receptionist's desk, but there were no people doing business and no one acting as receptionist. He was about to start searching when a voice emanated through an intercom.

"Good afternoon, Mr. Parker. Doctor Banner is waiting for you on the twenty-third floor."

Peter was glad there was no one around, because he felt himself jump reflexively, and he spun around just to double check that no one had materialized behind him. He just as quickly calmed himself down – well of course somewhere like Stark Tower, run by an elitist with a God-complex and too much free time, would have everything beyond up-to-date. Why bother with staff?

Unsure whether he was supposed to respond to the bodiless voice, Peter flailed about for a moment then gave up and headed for the elevator.

It was the fastest elevator he'd experienced, and when it stopped he was positive his feet almost left the ground.

Or he was just so anxious he was imagining things.

Why on earth was he so anxious?

Apparently the elevator had announced it's arrival, because as he stepped out Dr. Banner seemed to be finishing something as he shot glances over his shoulder. "Ah, Peter! Come on in!"

There was no hallway – the door opened directly onto an open-layout floor filled with what strongly resembled a set of high school chemistry tables. Counter after counter of them. Further back there seemed to be cubicles of some sort, and Peter couldn't help but think that it made absolutely no sense whatsoever.

He glanced back into the elevator nervously (what the hell was he so paranoid about?) before moving further into room, hand outstretched and a polite smile plastered on his face. "Doctor Banner…" He spotted Clint from the visit sitting at a further counter doing nothing but casually reading a newspaper. The man didn't look up, so Peter decided to reciprocate the lack of attention.

They shook before Banner leaned against the counter. "Nice to see you came, Peter. Last night was a bit short notice and inconvenient, but I'd like to take the chance to get to know you a little bit now. If you don't mind."

Peter nodded and followed suit, leaning against another counter. "I don't really know what you want to know…" He paused, remembered a thought from earlier, and tilted his head to the side. "Actually I was wondering something – why would the doc recommend me outside of Oscorp? I figured maybe he'd be better off with me there or something."

Banner seemed surprised by the question, but he smoothly passed over it. "That's a good point. I'm not sure, but he already had an intern, didn't he?"

Lips pursed, Peter nodded after a pause. "Yeah, he did."

"But you were working with him a little, as well. What did you guys work on?"

Peter stiffened and his thoughts raced, trying to think of some kind of answer without incriminating himself in the whole Lizard issue. There really wasn't a way not to, so he favored a vague answer. "Eh, he worked with cross-species genetics, and…" He paused, debating how vague was too vague and how much information was too much. "My dad… My dad used to work in the same sort of field, so we were looking into troubleshooting genetic rejection with some help from his old notes."

He frowned, wondering if that had been nonspecific enough. It felt pretty specific.

He didn't really have long to feel uncomfortable about it, though, as the elevator chimed through the room, announcing a new arrival. A flash of irritation overshadowed Banner's surprise before his expression was one wholly of surprise. Peter swiveled in his seat to stare at the gleaming steel doors just in time for them to slide open, and his stomach dropped (_why_ on earth was he feeling so freaking paranoid?!) as none other than Tony Stark sauntered out, holding a small tumbler of something suspiciously alcoholic-looking.

"Ah, Brucey, is this the little budding genius of yours?"

As surprised as he was by the appearance of the man, Peter was more unnerved than anything, and he couldn't pin down exactly why. It wasn't helped by the intensely scrutinizing look that he was receiving. That in particular made him want to melt into his seat.

Banner didn't seem particularly pleased, either. "Tony, now's not a good time."

Stark waved the concern away with his glass as he leaned against a counter. "Nah, my tower, always a good time." His attention hadn't left Peter, but somehow his attention towards the teen was heightened. "Parker, right? I know what our beloved Doctor Banner researches, but what are you in for? Chemistry, biology, physics?"

Peter hesitated, trying not to squirm in his seat. "Uh, bio-chemistry, but it's all interesting…"

Stark nodded and finished off his beverage, before suddenly looking back and forth between Banner and Peter. "Oh, did I actually interrupt something? Please, ignore me and continue." At the continued silence he waved a hand. "Pretend I'm not here. Seriously."

With a sigh and a reluctant smile, Banner turned back to Peter. "Sorry. I expected him to leave us be, since he's usually such a busy man," he said (with sarcasm-laden emphasis). "So you and Doctor Connors were both emphasizing your studies on a molecular level, then?"

Peter sacrificed another second of sizing Stark up (oh god, he was staring and being a creeper) before shuffling his focus back to Banner. "Uh, yeah. Molecular engineering. I haven't actually had a lot of time lately to focus my studies, honestly, but the last thing we looked into was the decay rate of artificial or foreign RNA being introduced to an existing biological cell. If it decays before it can synchronize, it fails, and if it doesn't decay enough it can't attach correctly, so it fails, too."

Banner seemed genuinely interested, and it was encouraging enough that Peter felt ever so slightly more comfortable. "That was more the doc's research, though, the cross-species aspect. I personally like looking into existing genome modulation to prevent existing defects or modify and strengthen potentially positive sequences."

He probably would have continued if not for the sudden and hard-to-ignore alarm ringing through his head. He would have liked to think about why he had some kind of warning piercing through his skull, but before he could, he was moving reflexively to spin and catch something heavy and glass which seemed to be aimed at the back of his head.

With time momentarily paused, Peter vaguely recognized the crystal tumbler as the one Stark had been so recently using. Simultaneously (and probably far too late) he realized how completely abnormal his reaction had been, how unlikely the catch was, and he immediately let go of the glass, at which point time resumed a more normal pace.

The glass toppled to the ground, where it promptly shattered. Loudly.

Peter flinched, Banner seemed a bit surprised (though at what was unclear), Stark looked irritatingly smug, and no one moved.

Finally, Clint spoke up. "Yeah, that was subtle, Tony."

The anxiety from before increased, settling in Peter's stomach like a cold weight, and he suddenly recognized it. He had delivered himself right into a trap and had conveniently ignored every single instinct that had screamed at him to get away.

* * *

**AN/ OMG, I am SO sorry this took so long ;_; I promise I'll try to be better, but finals are coming up so it may be another stretch.**

**I cannot express my gratitude for all of your wonderful reviews and your favs/follows. Thank you so much! I promise I won't let you down and abandon this!  
**


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Avengers, Spider-Man