Avengers, Spider-Man 1. Chapter 1

_**Disclaimer: I don't own anything :)**  
_

_**This is my first ever fanfic ever...or publishing a story ever...so I'm sorry if it's bad lol. But I just really love TASM universe Spider-Man (especially Andrew Garfield :D) and the Avengers and I've wanted to write this for a long time. I'll probably finish it no matter what and I'll try to post updates ASAP (probably every other day or something) but getting feedback would motivate me a bit. PLEASE PLEASE PLEASE write reviews because I need it. Compliments, criticisms, suggestions, concerns, ranting above Andrew Garfield's hotness, I don't care! Hope you enjoy and more to come soon! :)**_

_Chapter 1 _

The moment Peter's eyes slid open, he let out a groan. At his bedside his alarm beeped wildly, and with a trembling hand he switched it off, marveling in the silence as the pains of his late-night endeavors crept back into his skinny teenage body. A sock in the face from a sneaky but rather cliché burglar, a cheap shot to the ribs from some psycho with a crowbar, some claw marks on his neck from a pickpocket who seriously needed a manicure, and the many more bumps and bruises sprinkled across his body that he could feel with his every movement. He placed a hand against his forehead and let out a heavy sigh. It was going to be one of _those_ days.

With effort he sat himself up and swung his legs off of his bed, which he noticed were still sporting the blaring red and blue suit. He stood and began peeling his aching body from the Spider-Man costume as he heard a familiar voice holler from downstairs.

"Peter?" Aunt May called from the kitchen. "Sweetie, it's almost eight. Come eat your breakfast before you head off to school, alright?"

"Alright, Aunt May," Peter answered begrudgingly as he slipped his arms free of the clingy fabric and stood staring at his face in the mirror. He couldn't help but wince at his appearance. Black and blue splotches peppered his face and neck, and an impressive array of scratches were visible along his arms and chest. "Geez, what a wreck I look," Peter almost laughed to himself. He splashed his face with water, ran his fingers through his hair, and threw on some baggy clothes before heading downstairs.

"Eat," Peter's Aunt commanded, plopping a wobbling stack of pancakes in front of her nephew that gave the Leaning Tower of Pisa a run for its money. He snorted and dug in gratefully. He'd noticed lately how his enhanced metabolism was making his stomach feel like a bottomless pit, and apparently so had his aunt. She gave him a gentle smile, but he could see the fear and worry that clouded her eyes ever since he'd started coming home all beaten up. Peter knew it wasn't fair to show up each night as he did with no explanation, but what other option did he have? Knowing the truth would only worry her more, and it could endanger her safety if anyone knew she was his aunt. Fortunately or unfortunately, she didn't ask him about it much anymore, but he knew she never stopped wondering. He focused his attention on his plate, but he could feel her concerned eyes taking in every inch of his battered form.

_The amazing Spider-Man does it again! Last night, Spidey saved a family of five from a burning vehicle that caught fire after recking into a stoplight…_

Peter instinctively rubbed the side of his leg and grimaced. _First degree burns from a flaming SUV_, he added to his mental list. _Forget about those._

"Quite a mystery, that spider guy," Aunt May noted as the footage of Spider-Man zipping into the burning car and dragging a pile of the screaming people from the wreckage just before the vehicle exploded was relayed on the television. Peter's chewing slowed and he stared up at his aunt's curious face, wondering if there was any way she could possibly know the truth. Fear rose into his chest as she looked back at him and placed a soft hand on his cheek.

"I just wish he could help protect you…from…" she began, and guilty relief rushed through him. He took her hand in his and gave it a reassuring squeeze. "Thanks for the pancakes, Aunt May," he said quickly, and hastily snatched up his backpack and skateboard before heading out the door. He dropped the skateboard on the pavement and began rolling down the sidewalk towards the hell that was Midtown High.

"Peter!" He heard behind him, and he looked back at the doorway to see his aunt's frail figure peeking from behind the door. Her face had a million emotions on it - frustration, sadness, worry, desperation, loneliness - but with a warm smile and a gentle wave of her hand, she expressed her most prominent - love. Peter forced a smile and waved back. He had no idea how his aunt was always so strong.

…

_The Counsel's decision is unanimous, _Councilwoman Hawley retorted indignantly. The woman's projected image lit the dark room with a dim white glow. _This isn't some petty police business anymore - his existence extends far beyond his vigilante occupation. _

A single dark eye glared back at the four seated figures on the screen. "I understand that. However, considering the fact that he's done nothing but good for the state of New York and the rest of the world, I don't think this is necessary. My team's job is to protect the world from those who endanger it, not hunt down people who are protecting it for them."

_Director_, Rockwell's raspy voice chimed in. _His actions in the Curt Connors Lizard ordeal were impressive to say the least. Too impressive. With his abilities, he has the capability of damaging the order and safety of humanity on a global level. I understand there's no indication that this could happen anytime soon, but the World Security Counsel isn't taking any chances. The debate is over._

"So what exactly do you want from my team and I?" The one-eyed man asked coldly.

_Everything. Identity, family relations, superhuman capabilities, residency, age, etc., you get the picture. _The woman gripped the armrests of her chair tightly. _We need to know everything about this masked vigilante before we decide what to do with him._

"You do realize that literally no one has any information on who this guy is?"

_Nothing that "Earth's Mightiest Heroes" can't figure out, correct? _Councilman Pierce retorted sarcastically. The one-eyed man let out snort. So _now_ they expected the Avengers to get the job done. Guess they learned their lesson about firing nukes at the first sign of danger.

_That's you're assignment - bring this guy in so we can uncover everything about him. If, after that, we conclude that he is not a threat, we'll leave his fate in your hands. He could be useful to S.H.I.E.L.D. in the forthcoming future. Until then, find this Spider-Man. _With that, the screen went black.

Director Nick Fury switched on the lights and rubbed his temples. This whole mission seemed completely and utterly meaningless. Why were the most powerful beings on the planet being used to run errands for a bunch of paranoid old people? It's not like this spider guy was going to go from kicking lizard tail and saving the citizens of New York from becoming reptiles to releasing an army of giant spiders upon the earth to rule the world in arachnid-themed ways or whatever.

But Fury had to admit, he, too was interested in who Spider-Man really was. He had already gone through every news report, every blurry video, every newspaper, every random article over the guy, and he wasn't kidding when he said that no one knew anything about the identity of the man behind the mask. All the information was scattered and unreliable. The only constants about the guy were that he was about 6 feet tall, thin, and donned a red and blue suit made from spandex material. Not to mention he could climb walls, fight like a ninja on steroids, and that he had devices he wore on his wrists that shot some sort of webbing which he used to swing around New York City and immobilize his opponents.

The thing was, Fury would've loved to leave the guy alone. Despite his gnawing curiosity, he didn't want to waste time hunting Spider-Man down and asking him a bunch of questions he knew the guy would not be willing to answer without resistance. He was doing a great job protecting the city, and his heroics gave the Big Apple's citizens an emblem of hope. Even New York's Police Department had stopped trying to pump him full of lead and instead supported Spider-Man's help with the untamable crime in the city that never sleeps.

But it was out of his hands. He had to be brought in, with or without force.

Fury left the conference room with a frown on his face, pinching the bridge of his wrinkled nose in frustration.

"Everything go smoothly, sir?" Agent Coulson addressed Director Fury hesitantly. The one-eyed man gave him a sharp look that almost made the hardened agent jump. Not even the great Phil Coulson felt at ease under the powerful man's gaze.

"Assemble the Avengers."


	2. Chapter 2

**_Disclaimer: I don't own squat_**

**_Yay, chapter 2! It was a struggle for me to not post this as soon as I finished it _****_because_****_ I'm trying to write ahead of myself. I'll continue to try to post every other day unless something comes up in the near future, which I'll try to let whoever might actually be following this story know beforehand. Ughhh you have no idea how excited I am to write this through to the end! Thanks for the encouraging reviews! :)_**

_Chapter 2 _

Peter Parker felt the eyes of every person in the classroom fall upon him as he strolled into class and slumped into his seat. He couldn't blame them, really. He knew what his face looked like. He'd stopped trying to hide the purple welts and bruises behind his scraggly hair and knew that wearing baggy clothing wasn't enough to cover the lacerations that decorated his skin. He was just wondering when everyone else was going to get used to it.

The teacher for English was sick, so the confused substitute sent to replace her was convinced by the students that they were supposed to be watching a movie in class that day. So instead of reading and analyzing some boring packet over the studies of Shakespearean literature, the class watched _The Little Mermaid _on the projector. Peter was grateful for the break.

As Peter watched the sub hesitantly insert the disc into the DVD player, he was startled by a hand slamming against his desk.

"What on earth happened to you?" Gwen Stacy hissed at him. He stared speechlessly at her beautiful face, his mouth slightly agape. From all the people Gwen could've chosen, it was still a mystery to Peter why she cared about _him. _She was the epitome of beauty, perfection, and cleverness, while he was just some nerdy kid with a skateboard. True, he had the cool Spider-Man bit going for him, but to him it curiously seemed that she cared more for the Peter Parker version of himself, which only puzzled him more.

"I…I was…what?" He stuttered, nervously placing a finger against the bridge of his nose to push up his nonexistent glasses, then flushing red when he realized they weren't there. He had to break that habit. Curse those spidey powers for fixing his vision.

"Your face. It looks worse today," Gwen said more gently, outlining a fresh bruise on his jawbone with her index finger. Goosebumps popped up along his arms and neck and he jerked away a little too quickly.

"I…yeah. That. There was a guy…with a crowbar…" He began, but couldn't help but just stare into her eyes. Ever since the night Gwen's father died, Peter had felt guilty being anywhere near her. Captain Stacy's dying breath had been used to make Peter swear that he'd leave Gwen out of his life in order to protect her after all, and Peter had never tried so hard to do anything so tough before in his life. But the fact was - he and Gwen were inseparable. Trying to stay away from each other was like trying to keep two magnets that were centimeters apart from touching: impossible. If her father knew how much it hurt his daughter to be away from Peter Parker and vice a versa, maybe he would rethink the promise he'd forced Peter to make. That was the only thing that kept Peter's warring heart at ease, and the fact that he knew he'd protect her with all the power he possessed.

"A crowbar?" She practically yelled, jarring Peter out of his trance. He quickly placed his hand against her lips.

"Sorry, shouldn't have said that…but yeah. It's fine though, he's in jail and all that." He flashed her his most convincing grin. His girlfriend was unimpressed.

"This isn't funny Peter. You're scaring me. Scaring _everyone,_" she said, motioning to the people around her who were busy watching Ariel sing about how she wants more crap even she already has a cave full of crap. Hoarder, much?

"I"m sorry, but like…what do you want me to do? Cover them up with makeup or something?" He couldn't help but chuckle.

Gwen gave him a sharp swat to the head with her Shakespeare packet which she had taken the courtesy of picking up herself to work on. "_No _Peter. I want you to stop being so reckless." Peter saw genuine concern soften her intense beautiful green eyes. "I can't take seeing you in this much pain. _Please _just take a little time to heal. New York can survive a couple of days without its favorite masked vigilante limping around in the alleyways taking a beating from a guy with a crowbar every hour!"

They both sat in silence for a moment, staring intently into each others eyes. Then they just couldn't help it. The two burst out laughing for a solid minute until they had received aggressive shushes from every person in the room. Peter's sides ached from it, but it was the best kind of pain he'd felt in a while.

Once they had recovered, Gwen placed her forehead against Peter's and whispered, "I'm serious. So, pick me up at 7?"

Peter smiled from ear to ear. "Korean meatball place?"

"You know it," she grinned back, and for the rest of the movie the two cuddled close, soaking in the unmatchable comfort of each other's presence.

….

"'Assemble the Avengers.'_ Ha._ Sure Fury, I'll just get right to that."

Agent Coulson was grumbling bitterly to himself as he marched down the hallway. "Getting Stark, Cap, Romanoff, Clint, that's one thing. But what, does he expect me to shoot the king of Asgard a text? 'Heyyy got 2 go catch spidey! Need u back here on earth! Lol smiley face!' Yah, that'll be the day."

He passed through the retinal ID scanner hurriedly and walked out on to the Helicarrier's takeoff platform. A sharp-looking helicopter was waiting for him there patiently.

"And what about Bruce? He shouldn't be too hard to contact, but I doubt our friendly neighborhood Spider-Man will take kindly to being man-handled by a fifteen foot mountain of green muscle and body odor." He buckled himself into the passenger's seat, secured his his headset over his ears, and gave a curt nod to the pilot. With that, they were off, buzzing over the gleaming city of New York as the sun shone through the clouds from above. Coulson gazed across the ocean of buildings, wondering where the wall crawler might be hiding at that moment, wistfully hoping he might catch a glimpse of him himself, when their target came into view. It was hard to miss - rather, it was hard to _ignore. _A strangely slanted tower decorated with an overlapping triangular band displaying the signature "A" stood before them. Avenger's Tower. Before the Chitauri attack on New York, the tower had been named after its creator, Tony Stark. But after the Avengers teamed up to defeat the alien race, Iron Man decided to dedicate it to the team. This was pretty surprising to everyone considering the man's egotistical background, but it was an appreciated gesture nonetheless. Maybe he just didn't want to replace all the letters that had fallen off the tower's title.

The helicopter lowered on to the circular helicopter pad on the tower's extended balcony, the chopping blades whirring to halt as Coulson unfastened his seatbelt. He exited the chopper and gave a thumbs up to the pilot, who nodded and presumed to fly the helicopter back towards the Helicarrier, vanishing behind a wide neighboring building in a matter of moments. Phil Coulson adjusted his collar, took a calming breath, and strolled confidently into the tower.

"It's not that simple, Pepper. You can't just_ magically_ make a kangaroo - "

"Tony Stark?" Coulson interrupted as he entered the room. Before him stood a middle-aged man in a wife beater tank with a glass of scotch in his hand and a clunky gold chain around his neck. Stark turned towards the voice, revealing the blue electromagnet implanted into his chest that glowed dimly from behind his clothes. His appearance almost made it hard to believe he was the genius billionaire playboy philanthropist he claimed to be.

_Oh sir, there appears to be a 'Phil Coulson' here to see you, _Jarvis, Tony Stark's artificial intelligence, spoke hastily.

"Yes, I noticed. Thanks for the update," Tony grumbled.

_Of course, sir._

Tony swirled his drink in his hand. "Well what a _pleasant _surprise. Mr. Agent returns again. Y'know, you could knock. Or like, _call_ before you fly a helicopter on to my doorstep."

Pepper Potts, a thin and beautiful redheaded woman, gave Tony a playful shove and walked up to Coulson. "It's good to see you again, Phil."

"No it's not," Tony muttered before taking a swig of alcohol and belching loudly. Pepper gave Tony a threatening look before smiling back at Coulson. "Would you like to join us for a drink?"

"Always a pleasure, Ms. Potts. As much as I'd love to, I'm here on important S.H.I.E.L.D. business, as you've probably assumed." He walked up to Tony and snatched the glass from his hand before he could take another sip. "We need the Avengers to assemble here. _Now._ Direct orders from Nick Fury."

Tony took a grab for his drink but Phil kept it out of range. He groaned impatiently.

"Again? What is it now, another antelope man releasing an alien army against the civilian population?"

"No. No wormholes this time," Phil answered, which made Stark stiffen and go silent. The man had been shaken by the whole alien invasion experience in irreversible ways, making his anxiety endurance a bit testy. "I'll explain everything once everyone gets here. For now, I'll just tell you this: it's about Spider-Man."

Tony suddenly perked up. "Spider-Man? That guy that swings around with those crazy web-shooting contraptions on his wrists?" Tony looked up the ceiling. "Jarvis, bring up everything you've got on Spider-Man."

A screen appeared before Stark, and his fingers zipped through an archive of images of the web-slinger in action. He zoomed in on one picture and plucked out the content, which was of one of the devices on Spider-Man's wrist. A 3D model of the contraption appeared before them, which Stark stared at in awe.

"It's amazing. It's some kind of compact web-launcher thingy that looks like it was made from an old watch." He spun the model slowly in his hand. "This guy must be a genius. Either that or he's got really resourceful allies."

"You sure have looked into this guy a lot," Coulson noted warily.

"I just thought the guy was interesting. The way he travels via web and whatnot." He crushed the holographic web-shooter in his hand, causing it to vanish. "Of course, I can fly. So I'm still cooler."

"Uh huh," Coulson agreed sarcastically. "Anyway, we need everyone here. Pronto. So call them up."

"Uh, yeah. I can do that. Except for Mr. Hammertime up in space. I don't have his email."

"Thor is going to have to be counted out of this mission. Everyone else needs to be here as soon as possible if this is all going to run smoothly."

"Right." Tony tapped on his earpiece. "Jarvis, call the team up."

_Right away sir._

Agent Natasha Romanoff, Steve Rogers, Clint Barton, and (what do you know) even Bruce Banner answered.

"Hiya, Stark."

"Hello?"

"Wassup?"

"Oh gosh what now?"

Tony fought back a laugh.

"Get ready to suit up, losers. Meet up at Avenger's Tower ASAP."

**_I know, I know, terrible ending. Basically the same thing as the last chapter. Hope you stick around for chapter 3. It get's more intense and the action kicks up a notch. :D _**


	3. Chapter 3

**_Disclaimer: I don't own nuthin'_**

**_WHOOP chapter 3! I woke up this morning and couldn't keep myself from posting this any longer_****_! This chapter is particularly long and actiony, so enjoy. :) FYI, I'm not much of a cusser, but I did throw in a few swear words in some of the scenes to keep the tone authentic and believable. You'll understand when you read it I hope. Hope you like it :D_**

_Chapter 3_

Peter slipped in through the window of his room and collapsed on to his bed. As much as he hated to admit it, Gwen was right: his body needed rest. He was no use to New York in the shape he was in. Maybe a four hour nap with a little help from his slight healing factor would do him some good. Within moments, his heavy eyelids had slid shut and he was out cold.

When Peter awoke, a puddle of drool had formed on his pillow and someone was banging on his door.

"Peter? Peter, are you in there?"

Peter wiped his chin and sat up with a yawn. "Yes, I'm here."

"Are you ok? I didn't see you come in."

He glanced at the clock. _6:32 p.m._. Yikes. He'd better get going.

"Yeah…I uh…I'm going out with Gwen tonight."

"Really?" His aunt said enthusiastically. "Can I come in, please?"

After a quick survey of his room for anything spidery, he unlocked the door and let his aunt in. She gave his messy bed, strewn laundry, and ajar dresser drawers a disapproving look before smiling at him.

"You look well rested," she noticed, ruffling his messy hair. "Were you napping?"

"Yeah," he answered, pulling his bed head out of her reach and grinning. "It was nice."

"Where are you and Gwen going?"

Peter grabbed a comb off his dresser and began running it through his hair. "That Korean meatball place she's obsessed with."

"But you hate meatballs," Aunt May said, frowning.

"Yeah. But she doesn't."

Aunt May laughed and hugged her nephew around his shoulders. "You're a good kid, Pete." She sat there for a moment, staring at his face in the mirror. "Be safe."

He shrugged her off uncomfortably, wrestling with his untamable locks. "I will."

Peter cleaned up pretty well. The dark bruises once framing his face had already began lightening in color, and with a little wardrobe assistance from his aunt he was now sporting a sleek, dark tan suit with a plaid navy tie. Aunt May had chased him out the door insisting that he put some gel in his hair, but Peter sped down the sidewalk pretending not to hear her.

Funny how Gwen always told Peter to "pick her up." "Pick her up" meaning that he'd walk to her apartment and together they'd walk to the meatball place. She must be old fashioned.

He stopped at a street side flower shop and picked out a bouquet of white roses before heading to Gwen's apartment. Peter decided for once to enter her home in the traditional way - not up the twenty story fire escape. A brief conversation with her doorman later, and Peter was heading upwards in the elevator. He heard a "ping," slid through the doors, and began walking down a long, narrow hallway. _Being regular is exhausting_, he thought as he struggled to navigate the maze of doors. _Reminder: never do this again._

At last, he stood in front of her apartment room. He pulled at his collar nervously, rolled his shoulders a bit, let a slow breath seep between his lips, then hesitantly lifted his fist and rapped on the door.

The time that passed in that moment felt agonizingly endless. Then, finally, the door swung open slowly to reveal Gwen's astonishingly beautiful face smiling brilliantly back at him. She wore a modestly long sweater dress with a scarf and her favorite boots paired with some knee-high wool socks. Peter felt like he'd been swept off his feet. She was breathtaking.

"Hi."

Peter watched curiously as she downed _another _meatball in a single bite. He shivered and stuck out his tongue. "How do you stomach those things?"

Gwen froze, another forkful hanging in front of her agape mouth. "They're delicious. You're making me self-conscious." She placed a hand over Peter's face as she consumed the last meatball, and Peter giggled between her fingers. He pulled her hand off and cradled it in his own as he watched her chew laboriously.

"Only the best processed meat fried in Korean ways for M'lady," he laughed, placing a gentle kiss on the back of her hand. Her cheeks flushed a violent shade of pink as she struggled not to laugh with food in her mouth.

"You're an idiot," she concluded after she'd finally swallowed.

He let go of her hand, unable to shrug the smile that always seemed to be present whenever Gwen Stacy was around. "Have room somewhere in your tummy amongst all those balls of meat for a little desert?"

She wiped her mouth with a napkin and grinned. "When don't I?"

Peter took a moment to just admire the beauty of the woman he loved. Every feature, every flaw, every perfect imperfection that was Gwen Stacy. There was nowhere he'd rather be than right here. It was moments like this when he wasn't Spider-Man, the masked vigilante who scoured the alleyways of Manhattan foiling the petty crimes that loomed in the shadows. Right here, right now, he felt only one thing: human.

Peter raised his hand to capture the attention of a passing waitress.

"Excuse me, ma'a - " he began, then froze. The hairs on the back of his neck stood on end, and a sharp pain exploded inside his skull. Peter's "spidey sense" as he called it which was like an early warning system that alerted him of forthcoming danger had suddenly kicked into overdrive.

Gwen noticed the fear on Peter's rigid face as she sipped her tea. She immediately set down her glass. "Peter?" She asked, reaching towards his fists that were clenching the tablecloth. "Peter, what's wrong?"

He shook his head silently, his eyes combing the room. That's when he noticed something unnerving occurring in the front of the restaurant. A man was yelling at a flustered Korean woman who was running the cash register. She looked like she was about to cry. He watched the man pat his pocket. Peter's heightened hearing abilities strained to hear the far-off conversation. He made out only one word: "bomb."

Peter's arm shot out and grabbed Gwen's wrist. "You need to get out of here. _Now._"

Gwen shook her head in confusion. "What do you mean? What's going on?"

Before he could answer, he saw the man reach into his pocket and draw a gun. The woman behind the register yelped in fear and began cowering before the weapon placed against her temple. Peter stood rapidly from his chair and began sprinting to the back of the restaurant, dragging a terrified Gwen behind him. He burst through the back doors and swung Gwen in front of his body, grabbing her firmly by the shoulders.

"There's a man in there with a gun. I think there's a bomb somewhere, too. You need to get as far away from here as possible." He pushed her towards the bustling sidewalk. "Once you're a safe distance away, call 911."

"Peter, how the heck - ?"

"No! Don't ask questions. I'm telling you right now you need to _run_." There was no way Peter was allowing her to be anywhere near here if it could endanger her safety in any way. He could sense the hesitation in her steps as she stared fearfully into Peter's eyes.

"Peter, I'm not going - "

_BANG. _The two of them jumped as a gunshot rang out from inside the restaurant followed by screams from the patrons trapped within its walls. Peter took a firm step towards Gwen's trembling form. "Go! _Now!" _

Swallowing the knot that had formed inside her throat, Gwen whispered something weakly before disappearing into the crowds of people shuffling about on the streets of New York City.

"Be safe."

As he watched her beauty dissolve into the sea of bodies, Peter smiled sadly to himself. He would do his best - for the sake of the two most important people in his life who loved him like no one deserved. With that, he slipped behind a dumpster in an abandoned back alley bordering the restaurant. Reaching into the inside of his suit jacket, Peter retrieved the Spider-Man costume he'd stowed beneath his clothes as a last-minute precaution. For once, he was thankful for the gnawing paranoia that came with being a teenage super hero.

He quickly stripped and dressed into the red and blue spandex suit, slipping his gloves and mask on just as another gunshot exploded from inside. _One night without incident, _Peter thought bitterly to himself as he flexed his fingers beneath the stretchy fabric. _That's all I asked for: one damn night. _Peter secured his web-shooters to his wrists, then began to scale the wall silently. He reached the second story window, which he was surprised to find unlocked, and crawled into the dark room.

The lights were off and the atmosphere had an eerie feeling to it. It was vacant - likely an upstairs bar reserved for rich, late-night partiers to rent out for the evening. Peter crawled along the floor, his head close to the ground so he could hear what was happening in the restaurant down below. He listened intently. _Heavy breathing, hearts pounding rapidly, a young girl crying quietly to herself, and a single pair of footsteps padding slowly against the tiled floor._ Spider-Man froze suddenly when he heard a voice.

"You all think I'm joking, don't ya?" a man bellowed beneath him. The voice sounded rough and slurred, like the guy was drunk. Peter cursed under his breath. Idiotic criminals were the worst because they were always rash and reckless in their decisions, which usually ended up getting the innocent injured or killed. Idiotic _drunk_ criminals? Try ten times worse. He'd have to act fast unless he wanted the casualties to start stacking up. He slithered hastily across the floor as the armed man continued speaking.

"Do _you _think I'm joking?" The drunk man yelled, and he heard the captives cry in fear. A trembling voice stuttered helplessly, "N-no! No sir I d-do not."

_BANG. _A bullet exploded through the floor boards from below, whizzing dangerously close to Spider-Man's ear. Peter nearly jumped out of his skin as debris scattered across the room. He swallowed the stone that seemed to have been caught in his throat as the dust settled around him. _Close call,_ he thought nervously, brushing the dust off of his shoulder. _That would've been an embarrassing way to die. _He let out a shaky sigh of relief and leaned down to peer through the tiny hole now formed in the floor to catch a peek of the scene unfolding below.

"Like hell you don't. I told ya'll, I've got a bomb rigged to blow up this whole damn restaurant at the flick of a switch."

A burly man with a black biker jacket on and an impressive bear belly hanging over his waistband was looming over the group of petrified civilians, who were crowded together in a tightly packed circle in the center of the room. Their captor was the man Peter had seen yelling at the register operator before, and he was circling his victims like a vulture. He had a beer bottle in one hand and a pistol in the other, which he was spinning carelessly around his finger.

"And if one of ya'lls so much as sneezes, this place goes kablooey, got it?" His captives all nodded vigorously. The man let out a wheezy laugh that made Peter's skin crawl and downed the bottle of alcohol in a matter of seconds, which he then tossed into the corner to shatter into jagged shards.

Spider-Man had to weigh his options. One, he could try to snatch the man's weapon out of his hand by shooting a web from the tiny bullet hole in the floor. That might disarm him of his gun, but whose to say he didn't have other arms hidden on his body? And it's not like the gun would fit through the opening. Two, Peter could crash through the roof and try to take him by surprise, maybe web his fat ass to the wall before he could blink. But there were just too many "what ifs" in that equation, like the entire roof could collapse on the hostages, or the criminal might panic and start shooting blindly, which would likely end up getting someone killed. Or three, he could sneak out of the upstairs room (if possible) and crawl along the ceiling, maybe get into a comfortable position above the man and at just the right moment, neutralize him with a bunch of web-slinging action. Option three sounded like his best bet. That is, if he could escape this room undetected.

Spider-Man crept up to the door leading to the staircase and ever so slightly gave the handle a turn. Thankfully, it locked from the inside, and with a small "pop" the door creaked open quietly. Peter crawled on to the ceiling, his sticky fingers clinging to the hanging tubes and pipes that snaked across the upside-down surface with ease. Silently he made his way around the corner, where the beast of of man strolled around his hostages below. As he crept closer, he noticed a woman lying on the floor next to the register. It was the cashier lady from before. A dark red pool encircled her head, and she laid unmoving. A sickening feeling twisted in Spider-Man's stomach, quickly followed by fierce anger. This man was a _murderer._

As Peter slipped between the winding pipes, he finally positioned himself above the pacing convict below. Spider-Man readied himself to pounce on the fat man and web his limbs to the opposite wall, when he heard a small gasp. He glanced down and noticed a little girl sitting amongst the crowd of captives. Her face was tear-stained, and her head was being cradled by a woman Spidey presumed was her mother, and she was staring right up at Peter. The girl's eyes, red from crying, were wide and curious as she gaped at the masked vigilante concealed in the rafters above. Quickly, Spider-Man raised a finger to his lips, signaling for her to keep quiet. The young girl smiled and did the same motion back, her cheeks dimpling deeply. A wave of relief washed over Peter.

Suddenly, the beastly criminal lashed out and seized the little girl by her throat, his fingers digging deeply into her neck. "The hell are you smiling about? You think this is funny?" He shook the girl violently, the trepidation on her face evident as tears streamed silently down her face. The girl's mother screamed in terror as her daughter was thrashed about and thrown to the floor like a rag doll. With a flick of his wrist, the man had the barrel of the gun against the girl's frail head.

"Let's see how wide you smile when you're_ dead_."

In a flash, a web strand shot from Peter's wrist, snatched the gun out of the criminal's hand, and flung the weapon upwards, which Spider-Man presumed to snatch out of the air. The man stood dumb-founded for a moment, staring at his empty palm with confusion and wrinkling his brow, then slowly looked upwards.

Peter held the ensnared pistol out for the convict to see and swung it tauntingly. "Looking for this?"

A gasp and whoop of excitement sounded from the hostages, who were shut up real quick with an intimidating glare from their overweight captor. "Who the hell are you?" He demanded in a sluggish voice.

"Ok, how the _heck_ does no one recognize who I am by now?" Peter whined over dramatically. "I mean, _come_ _on_. Who else runs around New York in a red and blue spandex suit and identifies with bugs? I thought my image was kinda iconic at this point." Peter slowly slipped down from the ceiling on a single web strand, staring at his enemy upside-down. "I do have my own action figures you know. And tidy-whiteys. But I swear I did not endorse that." He dropped from his web and stood before the towering man, who reeked of alcohol and sweat.

"You're that stupid vigilante guy that runs around saving cats from trees in his pajamas," the criminal laughed nervously, scratching at his sweaty bald head.

"In the flesh," Peter concurred with a extravagant bow. Then Peter took a threatening step forward. "But I go by Spider-Man. And I'm about to beat your fat ass senseless unless you surrender. _Now_."

….

"Impressive response time," Tony noted with a smirk as he stood beside his teammates. Agent Natasha Romanoff along with Clint Barton had arrived first in a sleek black cadillac, already suited up and armed to the tooth. Steve Rogers showed up about an hour later in a rusty red pickup truck, grumbling something about his workout routine being interrupted, and Bruce Banner walked in last, the anxiety swelling within him evident on his perspiring face. Agent Coulson stood before the Avengers with his hands in his pockets and an unreadable expression on his face.

"Thanks for showing up on such short notice," Coulson said with a nod. "It's good to see you all again."

"Yeah, yeah, hugs and kisses," Romanoff scoffed, crossing her arms. "So what's this all about?"

Coulson pulled a trio of tiny metal cubes from his pocket and dropped them on to the floor.

"The World Security Counsel has asked of us to uncover the identity of this guy," Coulson stated as a 3D holographic image of a red and blue figure flickered to life before them. "The masked vigilante Spider-Man."

There was a pregnant pause as the group stared at the image of the recently infamous hero of New York City.

"Not only that," Coulson continued. "They want to know everything about him. They're convinced the guy's going to turn evil or something and that his power would make him a national threat."

"I've heard of Spider-Man," Steve suddenly piped in. "From my knowledge, the guy seems like a decent hero. He saved the city's population from being transformed into lizards by that psycho scientist Curt Conners, correct?"

"Yeah, I heard that too," Clint added.

"So why should we be worrying about a guy whose done nothing but help the world?" Natasha asked, her eyebrows knitted in contemplation. "There are plenty of other dangerous people out there who deserve our attention much more than him."

"It's a matter of too many unknowns," Coulson sighed. "And, as usual, it's out of our hands. It's the Counsel's raging paranoia that has saved the world countless times before in the past, so Fury and I try not to question it."

"Like when they launched a nuke into New York?" Stark countered with a snort.

Coulson scooped up the metal cubes from the floor and sighed exasperatedly. "Look, guys. Director Fury and I aren't happy with having to make you do this either. To be honest, we'd rather just leave the spider guy alone and let him continue helping the city undisturbed. But orders are orders, and this needs to get done." He slipped the devices into his pocket. "But the good news is, if we convince the Counsel that Spider-Man is on our side, Fury may get to decide what we do with him. There's always the possibility that he could join you guys."

Clint raised his eyebrows. "You mean, join the Avengers?"

Tony's eyes brightened. "Yeah! That'd be awesome! I've watched all the videos of Spider-Man out there; the guy's got some moves. His fighting abilities seem almost super human." He elbowed Rogers in the ribs. "Maybe he got ahold of some of that magic juice that beefed you up, eh, Spangley?"

Steve shoved Tony aside. "I don't stick to things. And anyway, he looks like how I did _before_ the serum: a beanpole."

Stark shrugged his shoulders. "He's a good fighter, nonetheless. He'd make a valuable addition to the team."

"Speaking of fighting," Natasha said, "How exactly do we plan on unmasking this guy? He obviously wants to keep his identity as secret, and has done a lot to keep it that way."

Coulson scratched the back of his head. "The way I see it, we've really only got two options. Since Spider-Man's so impossible to contact, we're going to have to spring into action whenever he's sighted, which will likely be at a crime scene. I've got my team locked into the media in case he shows up somewhere anytime soon."

"So we're going to capture him," Clint concluded, his face an emotionless mask.

Agent Coulson held up his index finger. "Capturing is our worst case scenario option. What you guys are going to try to do first is simply ask him to come with you to the Helicarrier so we can talk."

Tony Stark laughed unapologetically. "Yeah, like that'll work."

"But if he resists - " Coulson began;

" - _when_ he resists - " Stark interrupted;

Coulson gave Tony a frustrated glare, " - then yes, you're going to have to capture him."

Natasha rubbed her arms uncomfortably. "Fine. But we need a plan."

"I don't see why I have to be here," Banner suddenly chimed in after having said nothing since his arrival, causing everyone to stare at him in surprise. The sudden overflow of attention made him lower his gaze to the floor and wipe his hands on his raggedy jeans nervously. "I mean, it's not like the Other Guy is good at civilly containing someone. All I can do is…smash stuff."

Coulson opened his mouth, not sure how to answer, when Tony Stark spoke before he could. "We won't be needing any of that," Stark said reassuringly, placing his hand on the doctor's shoulder. "But what we do need is for you to be here in case anyone gets hurt. This Spider-Man took out twelve cops after being hit with a taser only a minute beforehand, so if a fight does go down, someone is likely to get hurt pretty bad. We trust you to see to the injured." Banner looked up at Tony with relief in his eyes.

"Not only that," Clint added, "when this spider guy does get here, we're probably going to want to analyze his blood. I have a feeling there's something altered in his genetic code that we need to look into, and no one knows anatomic genetics better than the great Bruce Banner."

Everyone nodded, and Banner hinted a grateful smile at his team.

"So how exactly are we going to do this?" Natasha asked warily.

"I was thinking we should - " Stark began, when an excited voice suddenly yelled in Coulson's ear. He held up his hand to silence everyone, twisting his earpiece to speaker setting. "What is it, Agent Skye?"

_Spider-Man has just been spotted fighting an armed felon in a Korean restaurant in the eastern quadrant of Queens, _the woman's voice reported over the mike. Everyone stared at each other in shock, eyes wide and the air heavy with the news. Tony broke the silence with a flagrant sigh.

"I'll get my suit."

_**The meeting is coming soon I swear. Lots of angry in the next chapter. Oh, and I'm going to summer camp for a week so I guess I'll post chapter 4 tomorrow instead of on Monday (Yeah, summer camp is still cool. Don't be hatin'). I'll try to update as soon as I return. Stay tuned :) Please maybe review with any suggestions, criticisms, complaints, questions, etc. **_


	4. Chapter 4

**_Yo, yo, yo. Chapter 4 is out! I'm posting this one early because I'm leaving like literally right now for a week-long summer camp and feel bad for not giving people the goodies. Actually, I think a lot of people are going to be really mad at me for this chapter, but oh well just read it and hate me later. :D_**

_Chapter 4_

Peter slammed the obese criminal into the wall, his forearm pressed against the man's throat as he held him there. Blood dripped from the outlaw's busted nose and on to Peter's suit, leaving dark stains along the fabric.

"I warned you," Peter hissed between his teeth coldly. The knife that the man had drawn the moment Peter had threatened the guy to back off slipped from his grubby fingers and clattered to the floor. He cough and sputtered, spraying crimson droplets on to Spider-Man's mask.

"P-please..." The cruel man blubbered miserably, "please just let me go. I won't try nothing." His words reeked of liquor and lies.

As Peter glared at the pathetic man's face, an uncontrollable bubble of anger began welling up inside of him. What a pitiful waste of a human stood before him. And because of his worthless existence, innocent others were suffering. Peter's eyes wandered to left, where the dead woman laid in silence, sprawled across the floor and outlined with a growing pool of red. Spider-Man clenched his teeth and tightened his grip on the man's shirt.

"You murdered that woman," Peter whispered, his voice shaking with rage. "You shot her in the head without even _blinking!"_ With a yell, he cocked his arm back and slugged the man in his face, sending a splatter of bloody saliva splashing against the wall. The man whimpered helplessly, drops of sweat and tears dripping down his face.

"I'm sorry! Please...I'm sorry..." The criminal grappled at Peter's arm that was digging into throat, beginning to lose the ability to breathe. A whirl of police sirens became audible in the distance and were approaching fast. "Just take me to the cops."

But Peter was beyond rational thinking. Rage had engulfed his mind, and the corners of his vision were becoming red. He dug his elbow into the convict's Adam's Apple, causing him to croak like a frog.

"You killed her! And you were going to do the same thing to a _little girl!" _In his blind fury, Spider-Man began punching the criminal mercilessly, a sickening "crack" echoing through the restaurant with every hit. _"You damn murderer!"_ Peter wanted to end this evil man's existence in this world so he could never hurt anyone ever again. He wanted to kill him.

And he almost did.

"Spider-Man! Stop!"

Peter froze with his balled fist raised back, blood dripping from his gloved knuckles. His body shook violently as the voice dragged his mind back into reality, and his breaths came out in shallow, raspy gasps. He stared at the man's face before him, his eyes taking in what he had just done, and grimaced at his handiwork. The criminal was unrecognizable - a swelling, bloody, black and blue mess making a sort of moaning sound that gurgled from his throat. Peter immediately released his hold on his neck and the man collapsed to the floor, hacking and coughing as he sucked precious air into his starved lungs. Peter stared shamefully at the suffering man on the floor for a moment, then slowly turned around to see the little girl from before surrounded by her mother's protective arms, staring at Spider-Man with fear in her eyes. He glanced over at the other hostages huddled together on the floor, who all looked back at him with terror plastered on their faces. Shame and guilt suddenly consumed Peter for allowing himself to lose control of his humanity. He couldn't blame the people for staring at him in fear. He had scared himself.

Peter turned around and walked up to the two rattled girls, who flinched slightly when he stooped down to meet the young child's eye level.

"Are you okay?" He asked her as gently as he could, his voice still shaking slightly. The girl nodded slowly, tears sliding down her face. Peter felt the weight of what he'd just done land heavily on his head, and he had to make it right. "I'm sorry that this happened…that…you had to see me do that." He rubbed at his chin, which caused him to notice the blood that stained his gloved hand, and he quickly hid it behind his back. "What's your name?"

"Emily," she said shyly. Peter reached up and wiped the tears off of her cheeks.

"Well, Emily. I have to thank you. You…kind of saved me. I was just really upset about what that guy did…and I kind of lost it. But you stopped me. Thank you." He gave her shoulder a comforting squeeze. "You're my hero."

Emily smiled and let out a bashful giggle. Then, without warning, she ran from her mother's arms and gave Spider-Man a great big bear-hug. Peter sat, slightly stunned for a moment, at how forgiving this girl was. He'd almost killed a man out of mindless rage only moments before, and now he was being cuddled by a young girl like he was a hero. Peter realized that the responsibility of being Spider-Man carried an unseen weight that he had to hold himself accountable to. He could not lose control like that ever again. Peter blinked repeatedly, and out of nowhere a wave of emotion suddenly rushed over him and seized up his throat. He swallowed painfully, grateful he was wearing a mask as he felt his eyes become wet beneath the red fabric. He hugged Emily back gently, a shaky breath slipping between his lips as the innocent embrace rekindled Peter's spirits with a newfound hope.

Once the police arrived, the heavily beaten criminal was taken to the hospital, and the hostages were safely freed of their Korean restaurant prison. Peter informed the officers of the dead woman and that the man had mentioned there being a bomb set to demolish the building, and the bomb squad began combing the area with sniffing dogs and strange beeping devices. Peter didn't wait around to see if they found anything. He had to find Gwen.

Peter swung to a neighboring building and climbed up to the rooftop with his dress clothes tucked neatly under his armpit. He placed the suit behind a vent and crouched on the edge of the roof, staring down at the sparkling city below. He couldn't believe he'd almost murdered a man out of cold blood. Peter never knew he possessed that kind of rage inside of himself, and it scared the hell out of him. The words of his deceased uncle weighed heavily on his mind. _If you can do good things for other people, you have a moral obligation to do those things. That's what's at stake here. Not choice. Responsibility. _Peter hung his head in spite of himself. He'd failed his Uncle Ben by not owning up to that responsibility. He wouldn't allow himself to fail him again.

Spider-Man shook his head and took a steadying breath. He needed to find Gwen and let her know he was okay. Peter stood, preparing to hook his webs into the the post office building to his left and swing by her apartment window to see if she was there, when a nagging buzz suddenly went off inside is skull. It wasn't as alarming as the sensation that he'd felt in the restaurant, but it was enough to make his body stiffen and set his mind on-edge. Peter spun around and spotted something glowing in the sky, approaching fast. A sound like a miniature jet engine met his ears. He squinted, and a red and gold object came into view, short beams of light trailing behind it. _Oh, great,_ he thought irritably, _what now?_

On the opposite side of the roof, the object came to a graceful landing with a heavy metallic_ thunk_. Peter stood rigidly, his spidey sense still pinging subtly in the back of his head, wondering what the hell was going on. The figure began strolling towards him, strange robotic whirrs sounding with it's every step, and Peter realized the object resembled the shape of a man. A triangular chest plate and two thin eye slits glowed blue in the darkness, and Spider-Man felt a slight itch of fear creep into his throat. _Who is this guy?_ He thought uneasily to himself. _What does he want?_

Finally, the figure came into full view, and Peter was shocked. The metal man that stood before him stopped a good distance away and gave him a obligatory nod and a goofy-looking salute.

"What's up, Spider-Man?"

….

The police were already crawling all over the Korean restaurant by the time the Avengers showed up at the scene. Tony Stark gazed down at the tiny people scrambling about beneath him from his position high in the sky, hovering with his hands at his sides. Natasha and Steve scoped the ground area and asked the police which direction they'd seen Spider-Man head, while Clint sat with his bow on top of an abandoned hotel building with a clear aerial view of the scene below.

_Follow the plan, guys,_ Tony said into the mike in his helmet. _We locate, surround, and capture. Got it? This guy couldn't have gone far without being seen._

The Avengers had decided to skip the whole "asking him kindly" plan and had agreed that taking him by surprise would be their best bet if they wanted to seize him without resistance. It seemed kind of unfair, but that was the plan.

_What if he changed into normal street clothes? _Clint asked, screwing a taser cap to the tip of an arrow, which made the tip blunt, but it's shock value significant.

_Let's hope not, _Natasha chimed in, rolling her eyes as an unhelpful police officer offered her his number. _This already feels like a wild goose chase as it is._

_Apparently, Spider-Man took out some crazy drunk murderer who was holding the whole restaurant hostage before fleeing the scene,_ Rogers informed them after chatting with the police chief, donning his seemingly flashy Captain America suit that made him stick out like a sore thumb amongst the officers swarming below. _He told one officer there was a bomb somewhere, but they haven't found anything yet._

Stark increased his altitude, frustration beginning to dampen his mood. Where o' where had Spidey run off to? This guy was sneaky, he gave him that. And a bit too smart for his own good.

Tony tapped on his helmet's temple. "Jarvis, switch to thermal imaging mode." Immediately, the bustling bodies below him became a sea of red and yellow blobs swimming about in an ocean of dark blue. He scanned the area diligently, his brow wrinkled in concentration.

Then a solo red dot became visible to him on top of a building a little ways away from the Japanese restaurant. He zoomed in, just to be sure he wasn't seeing things, and low and behold a figure was walking on the structure's rooftop. Excitement swelled inside Iron Man.

_I see him! On the rooftop, far west corner!_

_Are you serious?_ Natasha said, whirling on her heels and speeding in that direction. _Heading that way now. Hold position, Hawkeye and Stark, until Cap and I are in formation._

_I don't have visual, _Clint said impatiently. _Should I move so I can have a clear shot if things get hairy?_

_No, stay put, _Iron Man insisted._ If it gets ugly, I'll push him your way and maybe you can take him out by surprise. _He watched as the skinny figure on the building crouched along the edge of the roof, his head hung low. For a guy who supposedly just saved a restaurant full of people, he looked kind of dejected. Tony suddenly felt guilty as he realized what they were about to do: capture this guy like a mouse in a trap with no explanation whatsoever and force him to spill the beans on all of his secrets. He could feel the injustice behind it all.

_We're in position, _Romanoff announced to the group. _You have the tranquilizers ready, Stark? _

_I thought he was shooting an electrified net over him, _Clint said confusedly.

Iron Man shook his head and composed himself. _I'm going to go talk to him._

_You're what? _Natasha asked, alarmed. _You can't be serious. Whatever happened to the whole "follow the plan" thing? _

_This doesn't seem right, taking him out like this when he hasn't done anything wrong. I'm going to see if I can work this out without all the tranqs and traps. _

_You're going to screw up everything, _Clint grumbled with an irritated edge to his voice.

He heard Captain America sigh on the other end. _I understand your reasoning. I don't particularly enjoy the idea of kidnapping a fellow soldier like he's some kind of criminal. But this is pretty dangerous. If this ends in a brawl, you're buying the whole team shawarma dinners for a week, got it?_

Stark let out a laugh. _Fine, but Thor isn't invited. That guy can put those things away like nobody's business. _Switching back to regular camera mode, Tony took off towards the building, his focus locked on target. As he got closer, he could clearly see the flashy red and blue suit with a spider pattern stitched into the back fitted like a glove to the hero's thin frame, which validated that this was indeed the famous masked vigilante in his sights. He watched as Spider-Man rose to his feet, stared down at the cityscape below casually, then went rigid as a statue.

_No way he could've detected me yet, _Iron Man thought to himself. But to his disbelief, the spider guy spun around and stared up right at him. _Or, maybe he could've. And did._

Tony descended on the far side of the rooftop, eyes never wandering from the masked vigilante before him. Although the guy's face was hidden, he could tell that Spider-Man was on edge by stiffness of his muscles and the defensive nature of his stance. He began to walk closer, looking at the skinny man and waiting for him to leap off the roof in a valiant attempt to escape. But he stayed put, watching Iron Man's movements as he drew nearer. When he was about twenty feet away, Stark stopped and gave Spider-Man his friendliest of salutes.

"What's up, Spider-Man?"

_**I'm a terrible person. :) The **__**real **__**goodies come next chapter, but I guess if people are actually following this crazy story then you'll have to wait **__**until**__** next week. Sorry, I love all of you! Rant at me in your reviews if you must. :P**_


	5. Chapter 5

**_Disclaimer_**_**: Everything I wish I owned I **_**_don't. :,(_**

**_Just so all you lovely people know, I've stayed up until 12:30 perfecting this chapter because I wanted it to the be the best one yet. I know I made a ton of people mad for leaving you all for over a week with a cliffhanger (muhahaha) but here you go. I hope this satisfies, although I feel like it might irritate many of you, so sorry. This chapter is super long and a bit disorganized, but I hope you enjoy it. If not, please fiercely rant about it in the reviews. :)_**

_Chapter 5_

An awkward silence hung between the two heroes on the rooftop. Peter stood, gaping beneath his mask at the red-and-gold armored man standing before him, and relaxed his muscles slightly.

"Iron Man?" Spider-Man said in a puzzled tone. Peter had seen the supposed genius billionaire playboy philanthropist donning his famous armor in countless newspapers articles, TV interviews, and magazines everywhere he went. Before he had even obtained his spidey powers through the momentous spider bite in his snoop around the Oscorp building, Peter had watched as Iron Man and the rest of the recently assembled Avengers had fought the alien hell that had struck downtown New York. Iron Man was the one who flew the nuke into the portal that the alien army had been pouring out of, which had ended the battle with Earth as the victor, while nearly getting himself killed in the process. Peter had to admire the man's heroism, but he had heard from many reporters, sleazy women, and rather jealous scientists he'd met at Oscorp that the man was a swanky, self-centered, disreputable jerk who had a scandalous reputation with the ladies and one hell of an ego. Peter had his reasons to be a bit conspicuous.

"Oh, so you've heard of me!" Iron Man stated enthusiastically, his face mask flipping up to reveal the iconic face of Tony Stark. "I'm glad. This makes things less awkward."

"What do you want?" Peter asked quickly. Something was telling him this wasn't just a friendly meet-and-greet from one of the most powerful men on the planet.

Stark held his arms up at his sides. "I just wanted to chat. I was flying overhead and saw you down here and thought it'd be cool to finally meet the famous Spider-Man."

_Liar, _Natasha laughed over the microphone in Tony's helmet. He ignored her.

Peter didn't know if he should feel complimented or alarmed. He didn't know he'd grown so well-know that he was showing up on someone like Iron Man's radar. Peter gripped his arm uncomfortably.

"Uh, thanks," Peter stated indifferently, turning around to face the roof's edge, "but I kinda need to go now. I'm in a hurry."

"Oh, I totally gotcha," Stark said, walking up to stand beside Spider-Man, looking down at the glowing city below. "Big, important hero duties to fulfill, right?"

Peter felt like he was being talked to like a child playing dress-up in a Superman cape. "Yeah."

Stark looked over at the hero standing next to him, and felt a bit conflicted and confused. This was not how he'd expected the amazing Spider-Man to be. This guy didn't look nor speak like he was really a man at all. His voice and build seemed so young.

"You know, we were pretty impressed when we saw you defeat that Lizard guy and save the city from becoming a bunch of mutated reptile monsters."

Peter glanced over at him in surprise. "We?"

"Er, yeah," Iron Man stuttered, feeling stupid for his little slip-up being caught. "Me and the rest of the Avengers."

Spider-Man felt a bit overwhelmed to know that he was being watched by the Avengers, but at the same time a little excited. "Well, I handled it as best as I could."

"Well, you did have a bullet in your leg and a couple hundred thousand volts shot into your body by some rather unhelpful cops," Tony said with a playful tone in his voice. "But y'know, nothing major that the amazing Spider-Man couldn't handle, correct?"

Peter allowed a light laugh to escape him. "Yeah, I managed." He looked over at Stark with a tinge of sarcasm in his voice. "I could've used a little help though."

"Yeah, sorry. I think I was waxing my new Lamborghini that day."

Spider-Man tried not to take that seriously, but thinking back to that night reminded him of the horrendous death of Gwen's father on the roof of the Oscorp tower. He lowered his gaze to his red feet. "It really would've been helpful, though. A good man died because I couldn't protect him."

Guilt rose up into Stark's throat. "Oh. I'm sorry." He rubbed at his scruffy facial hair, trying to think of a way to change the subject. Then an opportunity became apparent before him. He had to get the job done.

"Maybe you don't have to always fight alone," Stark suggested carefully, and Spider-Man looked up at him quickly. Iron Man looked back at his reflective white eyes. "Even for a raging hot-head like me who doesn't always work too well with others, I admit that having a team to back me up has been beneficial. There's no way I could've saved New York from that insane alien freak show that happened a while back on my own." Stark's voice faltered a little as he spoke about the experience that tended to trigger anxiety attacks within him, but did not allow himself to freak out over it this time.

_We're all touched, _Steve spoke dramatically into his earpiece. Stark snorted to himself.

"So, what are you saying?" Peter asked curiously.

"I'm offering you a chance to possibly join our team," Tony clarified, placing his hands on his hips. "You'd make a great addition to our group with your fighting abilities and web-slingyness."

Peter couldn't hide the shock in his voice. "You mean, as an Avenger?"

_Uh, Stark, _Natasha interrupted in Iron Man's ear, _Coulson didn't verify if that was our call to make. _Tony stayed silent, looking at Peter expectantly.

Peter sat there, weighing the incredible opportunity he'd just been offered in his mind. With the aid of the Avengers at his side, he'd likely never have to be in the situation that he had been in with Captain Stacy and the Lizard. He'd have allies, resources, and maybe some decent medical personnel to attend to his battle wounds besides Gwen with nothing but some colorful band-aids and a few comforting kisses on his bruises. Also, he'd have people that could offer him some guidance based on their very admirable experience. Despite what he'd already been through, Spider-Man knew that he was still a novice when it came to this whole hero thing. But something occurred to him that created a cloud of uncertainty.

"What would I have to do?" Peter said, and he saw the excited expression on Tony's face fall a little.

"Well, I'd have to ask you to come back with me on the Helicarrier," Stark stated cooly, averting his eyes and absent-mindedly staring at the detailing on his armor's craftsmanship. "You know, that giant crazy flying ship thing owned by S.H.I.E.L.D.? Just so you could get all the questions and details and stuff like that sorted out."

"What kind of questions?" Peter asked, as he felt as if his suspicions were about to be confirmed. "Would I have to tell anyone my identity?"

Stark sighed. He knew that one was coming, and didn't know how to answer it with anything softer than the truth. "Yes, you would. Just as standard protocol. But only to the members of the team and S.H.I.E.L.D.'s staff. No one outside of that would have to know anything."

Peter shook his head to himself. As amazing as it would be to become a member of the Avengers, he could never put the people he loved at risk like that by letting an enormous agency like S.H.I.E.L.D. know his secrets. Gwen and Aunt May - he had to keep them safe. None of the identities of the Avengers were confidential to the public, and Peter didn't think that was merely a coincidence. He just couldn't take any chances. He knew what he had to do.

Without warning, Spider-Man jumped from the rooftop, falling at an alarming rate towards the winding sea of people and cars below. At the perfect moment, he shot a strand of webbing from his wrist at the base of an advertisement billboard and swung between the stilts that supported it. He whipped all the way around to the other side of the sign, and his momentum carried him high into the air. With an expertly executed flip, he landed atop the billboard, and turned around to face a rather surprised Tony Stark. Peter cupped his hands around his mouth.

"I'm sorry, but I got people I need to protect," Spider-Man yelled from atop his perch. "Thanks for the offer though, Mr. Stark." Mimicking Iron Man's introduction with an equally silly salute of his hand, Peter turned away, scoping the landscape for the next target to hook his web-shooters into.

"W-wait!" Tony yelled, but Peter didn't look back. They had nothing left to offer him.

Suddenly, Peter's spidey sense went haywire, going off like a bomb inside of his head. Before he could react, he felt something slam into his side, and an electrified jolt coursed through his body. His muscles froze up, and he toppled backwards off the billboard and began careening towards the pavement below. Clint Barton watched Spider-Man fall from his recently acquired position behind a trash can, his fingers still quivering after having just fired an arrow that had met its mark.

"Barton, what the hell!?" Tony yelled, his metal mask dropping over his face as he blasted off the roof towards the falling figure. He flew downwards with incredible speed and caught Spider-Man's limp body in his arms just above the unforgiving concrete, hovering there for a moment with a sigh of relief.

_Your little chit-chat was getting us nowhere, _Clint stated indignantly, lowering his bow as he stared at Stark from afar. _Something had to be done._

"Warn me next time!" He demanded furiously, but then was startled by Spider-Man stirring in his arms. Peter groaned, and looked up sluggishly to see the blurry shape of a familiar metal mask staring back at him. The realization of what had just happened dawned on him, and instantly his veins felt were injected with adrenaline.

"Don't move," Tony instructed, "we're going to get you to a doctor."

But Peter's body sprung into action before he could think, and with one swift movement he punched Iron Man in the jaw with a powerful upper-cut, which caused his knuckles to crack against the hard metal, and slipped out of his arms as quick as a snake. Peter launched himself into the air, firing webbing at the nearest building and whipping around the corner with fantastic speed.

Iron Man was stunned for a moment, amazed at how much power such a little guy could pack behind a punch. He was jarred out of his daze as Spider-Man vanished around the corner.

_He's on the run! _He warned his team after he'd recovered, rocketing after the vigilante. _So, shawarma all around tonight?_

_Dammit, Stark,_ Captain America cursed, snagging his shield off of his back._ Which direction is headed?_

_Swinging your way, Spangles, _Tony said, catching up to Spider-Man as he swung like an acrobat high above the street._ I'm going to try to stop him here._

Peter had never traveled by web so fast before in his life. His heart pounded violently in his ears, and his web-shooters were firing off strand after strand, increasing his speed even more so. His spidey sense went off in his skull as he heard a voice yell from behind him.

"Spider-Man!" Iron Man's dulled robotic voice rang out from behind his mask. "Hang on a second!"

Peter ignored Tony and continued shooting his webs off at a maddening rate, not taking a single moment to look back.

_Stark, stop trying to reason with him,_ Tony heard Agent Romanoff hiss into his ear. _Your stupid heart-to-heart plan was a fluke, so now it's time to revert back to plan A. It's time for action. Get the mission done._

Tony cursed under his breath. "Dammit, Romanoff." Raising his metal hand forward as he chased after Spider-Man, a shrill ping indicating the repulsors in his palms were charging up sounded threateningly. Upon hearing the noise, Peter swung far to the right, but he was too late. A bright blue flash of light glowed from behind him, and a searing pain ripped across his left shoulder. Peter gasped and tumbled forward, barely catching himself from crashing into a subway station below with a strand of webbing from his right wrist. He ungracefully swung sideways, trying hard to regain his cool, allowing his instincts to take over and dull the fear and pain clouding his senses. He was out of options at this point. If he wanted to have any chance of escaping, he had to fight his way out of this. And he would _not_ allow himself to be caught. For his family's sake.

"Please, Spidey," Peter heard from behind him, "Just stop this. We don't want to hurt you!"

A spike of adrenaline rushed through his body. Peter shot two web strands at the same time as he reached his lowest point and catapulted himself skyward. As he flew, he flipped upside-down, firing off small spurts of webbing at Iron Man's armor. The fluid splattered all over the metal man's body, blinding his eye-slits and clogging up the armor's notches and joints. Tony pulled at the webbing that blocked his vision with no success, and veered off course wildly. Peter watched him crash into the side of a brick building and hit the ground in a spray of sparks before flipping forward again and swinging further down the street.

Tony slowly skidded to a halt along the cold pavement.

"Aw, crap," Tony moaned, lying blinded on the ground, his body aching.

_What happened? _Steve asked, widening his stance as he waited for Spider-Man to come into view.

Stark tried to get up, but his armor began making a strange whirring sound and refused to budge. The web fluid had invaded every nook and cranny of his metal suit, jamming up the mobility of the armor's metal joints.

"Jarvis, unclog foreign substance," Tony instructed.

_Working on it, sir, _Jarvis insisted. _The substance's elasticity and chemical composition allow it to stretch and bend under high levels of stress without breaking. Considering where and how the substance has been clogged inside the armor's joints within the exoskeletal infrastructure, most of it will have to be removed manually before full suit mobility can be restored._

_Wonderful, _Stark groaned, flicking on a small blowtorch at the tip of his metal finger._ Bastard webbed up my armor. It's all locked up; I can't hardly move. _He began melting the webbing inside the crook of his armor's elbow._ He's all yours, Cap, _Stark sighed in defeat, feeling slightly embarrassed for being taken out so easily.

"Roger that," Steve breathed, his heart rate increasing. Bending his knees slightly, he held his shield low to the ground, eyes trained on the skyline. If this guy had the ability to take out the great Tony Stark, he wasn't going to underestimate him. Captain America was going to take him down and get this over with.

After watching Stark wipe out, Peter allowed himself to breathe a little. He thought he was in the clear, and slowed his pace down a bit. _What the heck was he trying to do, sucker-punching me like that? _He thought, feeling a fresh bruise swelling up on his side. Whatever it was that hit him and electrocuted the crap out of him, it had hurt. _Bad. _Topped with the cherry of the whole trying to fry him out of the sky with his hand cannon thing, Spider-Man's respect and trust for the famous Tony Stark had basically plunged down toilet. A jagged blue vein of lightning snaked its way across the sky above Spider-Man, followed by a deep boom of thunder that reverberated throughout his body. A minute later, rain began pouring down from the sky, soaking Peter to the bone and causing him to shiver beneath his spandex suit. Whatever Tony's reasonings were, it didn't matter. For now, he needed focus on getting home before his aunt started worrying.

He wasn't expecting the flying saucer that came slamming into his chest.

The moment Spider-Man came into his view, Steve had spun like a discus athlete and launched his shield into the air with all his super-human might. His aim was pure, and he did not envy the aches and soreness the poor fellow was going to wake up with in the morning. Spider-Man flew back and slammed into a parked taxi's windshield, the breath knocked out of his lungs and glass crumbling around his body. He coughed and sputtered, unable to move, trying to comprehend what had just happened.

Captain America walked up to the man sprawled out on the hood of the car, picking up his shield and offering him his hand. "Sorry about that, son. Just following orders. Now, let's not make this anymore difficult than it has to be."

"The hell…is your problem…?" Peter gasped, wondering if his ribs could've been broken. "Whose…orders?" He rolled off the vehicle and on to the wet pavement, moaning in pain. He landed roughly on his hands and knees, shivering, and felt a shadow loom over him and something cold press against the back of his neck.

"Please, Spider-Man. I don't want to have to rough up a fellow hero, but I will undoubtedly do so if you cause anymore trouble."

A low boom from the clouds above sounded around them as panic began to seize Peter in a chokehold. There was no way he could let these guys capture him, whatever their reasons were, no matter the fact that they were the _Avengers _that were supposed to _protect people. _But how was he supposed to escape from the super-soldier that stood above him? Peter breathed heavily, clenching his fingers against the pavement as raindrops pounded against the concrete around them.

"Why…why are you doing this?" Spider-Man asked around a bout of coughing, balling his fists. "What do you want with me?" Fury churned in his stomach as he thought about the insanity in all of this. These people who he'd looked up to as heroes were attacking him and trying to take him into custody like he was an enemy, and there was no explanation behind any of it. Peter shoved the shield from off of his neck and stood with his hands clenched at his sides. _"I didn't do anything wrong!"_

"I know you didn't," Steve said compassionately, and felt a tinge of guilt for treating Spider-Man in such an unfair manner. "_We_ know you didn't. But people are worried about what you're capable of, the kind of threat we'd be up against if you ever turned criminal, and we have to make sure that you're on own side."

"So all that crap Stark was spewing at me about joining the Avengers was a _lie?"_ Peter practically spat. "Just a cover to buy you guys some time to surround me and try to haul me off to be interrogated?"

Steve shook his head. "No, that wasn't - "

"I don't even care," Peter yelled, throwing his hands up in the air and turning on his heels. "Just forget it. I don't want anything to do with you guys anymore."

Steve raised his shield up threateningly, which glinted in a flash of lightning. "Don't make me take you out, Spider-Man."

Peter let out a cruel laugh. "Go ahead. Take me to your damn ship and strap me to the electric chair. I won't tell you guys anything." He whipped around to face the super-soldier, his fists balled at his sides. "All I want to do is help people. And that's all I've been trying _to _do. And that's what I thought the Avengers were all about - helping the world."

"That includes protecting it from people who could possibly pose a threat," Rogers said calmly.

Peter shook his head in disbelief, his voice laced with sincerity. "I'm telling you right now, I'm just a guy in freaking spandex trying to fight crime in the alleyways of the New York. That's it. Nothing more." He rubbed the back of his neck, which still felt icy. "And I have a family I have to get home to. If you take me in, she's not…they're not going to have any idea what happened to me." Peter lifted his hands into the air, backing away slowly. "Please. Just let me go."

He could see the inner conflict raging within the legendary super-soldier. Steve knew that the man was speaking the truth, and that the desperation in his words was sincere. He sighed, pinching the bridge of his nose, and shook his head slowly.

"I believe you, Spider-Man. But this is out of my hands, and what needs to be done. I'm sorry." He dropped his arm, readied his shield behind his back, and flung it at the masked vigilante. But Peter was ready this time. He sprung up high, the shield zipping beneath his feet. Turning in the air, he fired his web-shooters at the Captain's weapon, snagging the spinning object with strands of stretchy webbing. Using the shield's momentum, he spun violently and sent it flying high into the air, where he heard it clatter on a building's rooftop. Maybe the great Captain America would be less problematic without his vibranium toy.

Without hesitating, Steve charged towards Spider-Man, throwing a punch at Peter's head that he was barely was able to dodge. Recovering, Peter flipped backwards and landed in a low crouch, breathing heavily as the raging downpour continued from above. He fired off an onslaught of webbing from his wrists, but the Captain was quicker, jumping to the right and connecting a kick against Spider-Man's side. It was two genetically enhanced beings going head to head, and the outcome was not looking promising on Peter's end. Captain America was a well-disciplined, highly experienced, and fiercely trained combative master injected with some sort of super serum, while Spider-Man was just a skinny kid with the strength of that of an equally-sized spider and the ability to stick to things. In his head, his odds of winning the battle against the Avenger did not play out well in his favor. The only thing that gave Peter a slight edge over the super-soldier was that he was without his weapon while Peter still had his - his web-shooters. That was the only thing that gave him the slightest glimmer of hope.

Spider-Man faltered for a moment, stumbling backwards and gripping his ribcage, and Captain America didn't waste a moment. He sprinted forward, fist cocked back behind his ear. Peter tried to fling himself backwards to avoid his fist yet again, but he wasn't fast enough this time. Captain America's super-powered punch was able to nick Spider-Man's chin, causing his head to snap back painfully. Peter collapsed on to the pavement from the impact, his head swimming madly, blood pooling in his mouth, wondering how in the hell he hadn't blacked out yet. His vision was hazy and unfocused as he laid there stunned, and he was only vaguely aware of Steve Rogers leaning over his battered body and gripping him by the fabric along his collarbone. He said something sternly into Peter's ear, but Peter wasn't listening. Powered solely on adrenaline and the sheer grit of his willpower, Peter swung his fist and socked Steve in the jaw, sending him flying sideways. Spider-Man struggled to his feet, but the Captain was up in an instant and sent a roadhouse kick to the masked vigilante's stomach. Peter doubled-over and tripped backwards, letting out a sharp gasp. Before he could blink, he saw a fist flying at his face. He allowed his survival instincts to take control, and with a yelp, he rolled to the left to avoid getting slugged in the nose. Staying low to the ground, Peter swung his legs against Steve's heals, knocking his feet out from underneath him. In that moment of weakness, Peter jumped over the Avenger and shot blasts of webbing over his entire body, encasing him in a spidery cocoon that trapped him against the ground. Peter kept spraying more and more web fluid over Cap's arms and legs, fearing that his enhanced strength would allow him to break free of the bondage. The super-soldier struggled beneath the thick blanket of webbing that restrained him, but he was efficiently and undeniably trapped. Peter landed beside the restricted Avenger's wriggling body, shaking slightly and his breaths choppy as it they slipped from his lips. He looked down at Captain America in a disoriented daze, and realized that, to his disbelief, he had neutralized the Avenger.

He had won? Woah...

Rather than celebrate this incredibly momentous victory, Peter focused his mind on what he had to do before he was in the clear: get home to his Aunt May safely. He swallowed painfully, a mixture of saliva and blood sliding down his throat, and crouched down beside Steve's head.

"Tell your pals to leave me alone from now on, you hear me?" Raindrops dripped off of his mask as he spoke, a mocking tone in Peter's voice. "I don't want anything to do with you Avengers, and if you ever cross me again, I won't show mercy."

In a quick yank, he ripped off the webbing that had been covering the super-soldier's mouth and nose so that he could breathe. He didn't want him to suffocate at his hand.

The moment the stuff was off of his lips, Steve yelled out at the top of his lungs.

_"__Natasha!"_

Panicked, Peter sealed his mouth shut again with one flick of his wrist and sprang into the air, firing off webbing at the towering buildings that bordered the street. He swung like a madman, his body screaming at him with every movement to stop but his instincts willing him to push faster. As he rounded the corner, something small and sharp flew past his face, slashing through the skin on his forehead. He cursed, and looked back for just a moment to see a redheaded woman dressed in black leaning over Captain America's cocooned body, her eyes boring intensely into his, before swinging around the building and flipping down a narrow alleyway.

"Dammit," Natasha hissed, then reached down to cut through the webbing plastered over Steve's mouth until it fell away from his lips. He let out a gasp, sucking much-needed air into his aching lungs. She began sawing around his trapped arms and legs.

"This stuff is stickier than I'd imagined," Steve said with a defeated laugh. "Sorry, guess I kinda lost the battle for everyone."

"No - Stark shouldn't have messed up the plan by trying to 'talk it out' with Spider-Man," Natasha scoffed, freeing up Steve's hands. "When he starts the tab, I'm going to eat him into bankruptcy."

"I punched the guy in the face - I thought that'd be enough to knock him out cold. Guess I didn't give the guy enough credit where it was due, and failed everyone because of it." Captain America rolled his achy shoulders as his neck and torso were freed. "We need to regroup; figure out what to do next. Fury and Coulson are not going to be happy about this." He wrenched his arm from the sticky material and tore the remaining webbing off of his legs. "I wished you'd arrived here a little sooner. I doubt he could've taken on both of us."

Natasha grabbed Steve's hand and helped him stand. He grimaced, rubbing at his sore jaw.

"It doesn't matter now - let's go find Stark and Clint. We gotta get you back to the tower for some medical attention."

With a slight limp, Captain America followed close behind Black Widow, the shame of their pathetic loss beginning to settle in as the rain poured down on to their hung heads.

As Peter entered his neighborhood, he felt his body beginning to give out. Blood from the cut on his forehead was saturating the fabric of his mask, and his muscles felt stretched to their limits. His house came into view, and he fired a web strand at a street lamp to swing up to his bedroom window. But as the webbing became taut under Spider-Man's weight, the bulb he'd carelessly hooked on to ripped from its socket, and Peter flailed in the air before crashing on to the sidewalk just in front of the walkway leading to his house's doorstep, glass shattering noisily behind him. He laid there, shivering in the icy downpour that refused to let up from above, his arms and back arrayed with fresh skid marks. A lonely dog barked in the distance above the pounding of the rain. He struggled to lift himself from the wet pavement, but try as he might, his body refused to move.

A light came on from the front porch of his home that was barely coherent to Peter's bleary eyes. A silhouette of a woman appeared and was outlined by the yellow glow. Spider-Man's fading awareness allowed him to comprehend the presence, and his fingers stretched towards the shimmering figure.

_Please…help…_

Then everything tunneled into darkness.

_**Dun dun DUUUNNN! I'm such an idiot :P. Did anyone catch that complete BS I threw in about Tony's armor? If so, yay for you. Also, It kind of sounded like Steve was asking Spidey out on a date. Ha ha haaaaaa anyhoo next chapter out on thursday (even though I'm technically posting this on wednesday. You're **_**_welcome) Love all of you awesome people for actually liking my story _**


	6. Chapter 6

**_Disclamier: i diddly don't own a darn thang_**

**_Chapter 6, people. Whoop whoooooop! I'm starting to catch up on myself writing these chapters, so I'm freaking out a lil bit. Plus the fact that I'm doing basketball, taking summer classes, supposed to be reading some book for english, it just isn't cute. I WILL finish this story though. I promise you that. And it will be beautiful. The end. Sorry if this ones a bit short. Love you peeps._**

_Chapter 6_

"Uuhh…"

Peter's eyes slipped open groggily, his vision having trouble focusing on anything around him as a moan escaped his lips. He tried to move, but his body felt like it was numb and heavy, and it seemed as though everything was swirling in slow motion. A wave of panic washed over him as he tried to sharpen his wandering attention. He blinked, shaking his head to clear the fogginess from his mind, which made him a bit dizzy, and surveyed his situation.

He was surprised to find himself staring around the familiar layout of his own house's living room. He was laid out on the couch, a blanket over his body, and a coat stand was rolled up beside him with a bag swelled with liquid hanging from it. A tube connected to the bag was drooped down the stand and snaking under the blanket, where he could feel a needle under the skin of his hand leaking cold serum into his bloodstream. The curtains were shut, but he could tell from the chirping of songbirds and the weak beams of light peaking through the fabric that it was early in the morning. Peter allowed himself to breathe a little bit. He had made it home.

He thought back to what had happened to him last night. A casual conversation with Tony Stark, one of the most powerful and intellectual men in the world, had turned into Peter being charged full of electricity and a game of cat and mouse down the streets of New York. His spar with the star spangled super-soldier had left him half beaten to death and extremely paranoid about any future interaction that could possibly occur between him and the Avengers. He had no idea what S.H.I.E.L.D. wanted from him other than his identity, and he didn't want to know what would've happened if they had succeeded in capturing him. He swore then and there that he would have absolutely nothing to do with the Avengers.

Peter covered his face with his hand and sighed exasperatedly, wondering how he was going to explain this one to his Aunt May. He knew that she wasn't going to accept one of his usual lame excuses this time, and tried to conjure a believable explanation in his hazy mind. Then he froze. He lifted his hand away from his face.

Peter's Spider-Man gloves were still on.

He stared at his hand, his fingers shivering slightly, and fear began to pool in his stomach.

_Oh no,_ He thought in terror, _it can't be!_

He leaned forward, caressing his face with his quivering fingertips, and to his horror he could feel the hard reflective lenses of the eyes of his Spider-Man mask beneath his shivery touch. His hand dropped to his side, and he slowly gripped the silky blanket that covered his body and lifted it up. His breath caught in his throat.

He was dressed in his full Spider-Man costume,_ inside his house._

Peter let the blanket slip from his fingers, and it slowly settled back over his red and blue abdomen. _This cannot be happening, _he thought in denial. _I've got to get out of here._ Then he jumped when he heard a cabinet door clatter shut from inside the kitchen. The kitchen door swung open slowly with a noisy creak, and his heart plummeted into his stomach.

"Well, look who woke up," May Parker said with a kind smile, her thin fingers holding a platter of steaming oatmeal and sliced fruit. "I was worried you might never awaken and all my good cooking would go to waste." She walked over to Peter's side and placed the food on the coffee table. Peter just sat in silence, his jaw hanging open, clueless as to how he should respond. His aunt rolled a footrest up beside him and sat down on it, the dark bags beneath her eyes and the withered skin on her aged face looking more defined than ever. She looked like she hadn't slept well in a while.

"Hello, Spider-Man. I'm May Parker." The gentle smile on her face never faltered as she spoke. "I found you outside last night in the rain, all beat up and passed out on my front lawn. So I brought you inside to patch you up a bit." She reached up and gave the IV drip bag a few firm squeezes. "Don't worry - I'm a training nurse at the local hospital down the road aways. I don't exactly have the most state-of-the-art equipment with me at the moment," she laughed, referencing the coat hanger she was using instead of an IV support pole, "but it's decent enough. I've been administering some pain killers into your bloodstream as well as a nutrient formula to restore the electrolyte imbalances in your blood for a while now, just to help you get through the pain and recovery a bit quicker."

Peter had forgotten about his aunt's secondary life as a nurse. She'd always been so secretive about it, never wanting him to worry about her overworking herself. He remained silent, slightly impressed at his aunt's medical professionalism.

Aunt May could detect his hesitation to speak, and placed a warm hand on Peter's arm. "I know this is probably a shock to wake up to. Opening your eyes to find yourself in a stranger's house with a scary old lady pestering you." She let out a soft laugh. "But I promise I won't tell anyone that you're here. I was going to take you to the hospital, but I thought the famous Spider-Man would prefer to keep his public appearance on the down low if you weren't feeling well. Plus, they would've taken off your mask no doubt, and we couldn't have that, now could we?"

_She doesn't know, _he realized, with mixture of anxiety and relief. But he had no idea what to do to get out of the situation so things would stay that way.

His aunt's eyes softened with concern. "Are you alright? You haven't said a thing."

Peter swallowed the lump in his throat. "Uh…yeah. I mean, thanks. For all the help."

May Parker blinked, and giggled into her hand. "He speaks. How are you feeling?"

Peter shifted his weight uncomfortably on the couch. "I feel better than I did last night, that's for sure."

"I'd hope so," she exclaimed. "You looked like a wreck when I found you." Her expression saddened slightly. "What exactly happened to you?"

Peter bit his lip, wondering how he should answer the question. "I…uh…I was in a really rough fight."

"Well, I assumed that," she said sweetly, "You seem pretty young to be involved in this whole hero profession, but I suppose it's none of my business." His aunt glanced over at the door, a look of longing suddenly clouding her eyes. "My boy Peter will never believe me when I tell him Spider-Man was on our living room couch. He's a lot like you, actually. Always leaving home and returning late at night all beaten and bruised and never telling me how it happened to him." A pain like nothing Peter had ever seen entered his aunt's face, and he watched as her gaze fell to the floor. "He left yesterday and hasn't come back yet. Not even so much as a phone call to tell me he's okay." Her voice broke as she spoke, and tears began to gather in the corners of her eyes. "I just wish he'd tell me what was always hurting him. Just sitting here, waiting at home, forcing myself to not call the police and beg them to go find him. It's _killing_ me." A single teardrop slid down her cheek, and she quickly wiped it away, laughing sadly. "I'm sorry. I don't know what's come over me."

Peter stared up at his aunt's reddening face, and it felt like his heart was being ripped in half. He had no idea what he had been putting her through each and every day, how much it hurt her to see him in so much pain and never knowing _why. _He had never felt so ashamed of himself before in his whole life. Peter wanted with everything he was to hug her shivering body in his arms and comfort the person he'd always looked at like his mother, to tell her he was sorry for what he had been doing to her for so long, but instead he just sat there, his head hung low.

May Parker rubbed her face in her hands and looked at Peter with a pained expression, a mask of a smile painted on her face. "Sorry, I shouldn't be dumping this all on you. You need to focus on healing, not my petty home life problems. Let's have a look at your wounds, shall we?" She lifted the blanket off of him and rolled the spandex fabric up past his chest. "You're going to have to tell me exactly what does and does not hurt and to what extent, alright? No tough guy business."

Peter nodded slowly. His aunt began applying gentle pressure to his abdomen with her hands. He didn't make a sound until her fingers pressed against his ribs, and he grimaced.

"Ow," he moaned.

"You've got one nasty bruise right there, my friend. I have no idea what hit you, but it was _hard._"

_Damn you, Captain America, _Peter thought bitterly. She worked her thumbs downwards against all twenty-four of his ribs, which made him want to scream. "Luckily, nothing's broken, just some really deep bruising that will probably take at least three weeks to vanish completely."

_One and a half, then, _he thought to himself.

"It also looks like you got kicked in the stomach," She noted, placing her hands on his tummy and pressing lightly. He jumped instinctively, yelping, and she pulled back quickly.

"I'm sorry, did that hurt a lot?"

"Yes," he groaned. It had actually been a mixture of the pain and the fact that his belly was kind of ticklish, but he didn't mention that part.

"Yikes. You're a mess, aren't you Spider-Man?" She laughed and patted his side. "I don't know how you've managed all this time. Let's look at your back now."

Peter rolled over obediently, and Aunt May dabbed at the scrapes and skid marks that were scattered across his skin with a cold cloth. The antiseptic stung, but Peter gritted his teeth and kept silent. As she made her way up his back, she found the burn on his shoulder.

"Let me put a cool towel on that," she said as she examined it with concerned eyes, noting the blistering and splotchy redness. She got up and returned shortly with a cool wet cloth. She placed it carefully against the angry, bubbly skin, and Peter couldn't help but sigh with blissful relief. It felt as if the pain was literally being sapped from his wound. After around ten minutes of cooling the burn, Aunt May wrapped a thin layer of gauze around his shoulder, trying to be as gentle as she could but still causing Peter to whimper under her touch.

After tending to the rest of his bumps and bruises, she gave him a gentle pat on the head. "See? That wasn't so bad, was it?"

"Yeah," he answered cheerlessly.

May Parker gave him a funny look. "You know, you're a lot more talkative on television than in person."

He felt himself flush under his mask, trying to come up with an excuse. "I…I know. I mean, I'm sorry. I'm just kind of disoriented right now."

She smiled knowingly at him. "It's alright. That's understandable." Then she blinked in surprise. "Oh, I forgot about that cut on your forehead."

Peter reached up and touched where his mask was torn away from his face and felt something rough and spiky sewn into his skin.

"I stitched it up for you. You can swing by in about five days or so and I can take them out." She reached into her pocket and pulled out a small bottle. "I'll apply some more antibiotic ointment on it for now so it doesn't get infected." She scooped a blob of translucent cream on to her finger and began dabbing it on to his forehead. As he sat there, watching his Aunt work diligently, a cold stone formed in Peter's stomach as he realized how obvious it would be that he was Spider-Man if he walked into the house with blatantly visible stitches on his face matching those of the masked vigilante. He began to lose hope that he was going to be able to hide his double life from his aunt any longer.

But then a thought occurred to Peter - was that really a bad thing? His aunt spent every waking moment of her life worrying about her little boy's whereabouts and why he was always peppered from head to toe in lacerations, and maybe if she at least knew what was causing it all, her stress would be slightly alleviated. In reality, he owed it to her: she and Gwen were the only two people he trusted anymore. To put it bluntly, Peter and Aunt May were tired of it all. The secrets, the lies, the uncertainty, the loneliness, everything warring between them. He just wanted it to end, and he wanted it to be on his own terms, not by her having to find out by careless mistake. His deep contemplation was interrupted by Aunt May's soft voice.

"Do you have a family?" She asked as she continued to spread the goop over his scrape.

"Yes," He answered quietly.

"Do they worry about you a lot?" She inquired, a sorrow entering her voice.

Peter's heart throbbed as he spoke. "They don't know that I'm Spider-Man. But yes, I know they do. A lot."

"I'll bet," She exclaimed, rubbing the last of the ointment into his skin. "How do you keep it a secret?"

His head drooped slightly. "I lie to them. Tell them it's nothing."

Her fingers froze against his forehead, and she looked down to stare into his eyes.

"That seems a bit cruel," she almost whispered, her hands lowering slowly.

Peter nodded, a deep ache expanding in his throat. "You're right. It is." He sighed laboriously, leaning his head back against the couch cushions, trying to keep his emotions from showing through his words. "But, I have to do it. I'm trying to protect them."

"But you're Spider-Man," she insisted, crouching down to look at him at eye-level. "Whose a better guardian than you - the infamous hero of New York City?"

"But I can't ever know for sure if I'll be there to keep them safe," he cried with disdain. "That's the thing - even with all my power, there's always the possibly that someone could hurt them, because of me." His head dropped into his hands, thinking back to the night with Captain Stacy on the rooftop, how powerless he'd been to save him, and he fought to keep the tears from escaping his eyes. "I can't do that to them. I can't put them in that kind of danger."

May Parker sat beside the distressed hero and rubbed his back gently, just as she always did for Peter whenever he was stressing about something. "But think about what you're putting them through _right now. _That's not fair to them. And sooner or later, Spider-Man, they're going to find out."

Peter looked up from his hands at the wise woman that sat beside him. He let his arms drop into his lap, and let out a miserable laugh.

"And yet, despite all that I put them through, they still love me."

She placed her hands on his sagging shoulders. "Of course they do. Why else would they be worrying so much?" His aunt gave him a gentle shake. "That's what your family is for. And the thing is, Spider-Man, whether you like it or not, caring about others always comes with the possibility that someone might get hurt. That's why love is such an amazing thing - there's a lot of risk and sacrifice behind it."

Peter could barely keep his voice from shaking. "I know that. I've seen it first-hand." He rubbed at his kneecaps absentmindedly. "I live with someone who does everything in her power to keep me happy. She's one of the most selfless people I've ever met, and despite what I've done to her, she always looks at me with a smile on her face." He began to shake slightly, and his eyes felt damp beneath his mask. "I just wish I could return the favor."

He felt his aunt stand up and walk in front of him. She reached out and took his gloved hands in her soft, warm ones.

"You can start by telling her the truth."

Peter stared at his aunt's smiling, crinkled face, and the weight of all the lies he'd told her, all the pain he'd caused her, all the sleep he'd deprived her of in his lifetime suddenly lifted off his shoulders. What he had always thought was solely his burden to bear had been secretly shared by his aunt all this time, whether it was through the constant worry or comfort she'd always provided for him. And all he had done in return was fight her. He'd battled against her love and kindness to keep her at a safe distance, hoping that what he didn't see he wouldn't know about and vise versa. It was cruel of him, and it was exhausting for them both. A peaceful sigh escaped his lips. He knew what he had to do.

"And…she always knows the exact right thing to say to me."

Peter watched his aunt smile up at him with slight confusion in her expression. Then, slowly, the sudden realization began to creep into Aunt May's eyes. All the days of worrying, wondering, and wishing had suddenly been answered with one short sentence. Peter knew that that was all it took. She knew him too well. She slowly took her soft hands away from his gloved ones and, with trembling fingertips, cupped Peter's masked face.

"Are…are you…?" She began, her voice hardly above a whisper, the gears in her head turning madly. Peter felt her fingers slip underneath the fabric of his mask.

"Go ahead," he told her softly.

With agonizingly slow movements, Peter's aunt gripped the mask at the back of his head and carefully pulled it up and over his hair, past the stitches on his forehead, and, at last, off of his face entirely. Peter hestitanly opened his eyes to stare at his aunt's face. The red Spider-Man mask slipped from her fingers and flopped on to the floor. He had never seen her more astonished before in his entire life. She lifted a shaking hand over her agape mouth.

"P…Peter?" She gasped.

He smiled weakly, running a hand through his messy hair.

"Hi, Aunt May."

….

"What the hell were you_ thinking?" _Clint Barton yelled, tossing his bow carelessly on to the floor. It was the morning after the Avengers' confrontation with Spider-Man, although few of them had slept last night. Tony Stark looked up in alarm with a half-eaten sandwich in his mouth from where he'd been working to clean out all of Spider-Man's pesky webbing from his armor.

"Excuse me?" What was _I _thinking?" He swallowed the shawarma in one gulp and stood rigidly from his chair, marching up to Barton and sticking his pointer finger against his chest. "No, no, no. What the real question is, what in the hell were_ you_ thinking moving out of formation without telling anyone and firing an _electrified arrow _at a guy who I almost had convinced to walk on to the Helicarrier with us peacefully and willingly?"

Clint let out a mocking laugh. "Yeah,_ almost. _The guy was about to hightail it down the road without a second glance back if I hadn't tried to stop him. We had a mission, and I was the one who was trying to make sure it was completed."

"I had it under control," Stark hissed between his teeth.

_"__We _had a _plan!" _Clint shouted into Tony's face, shoving him away. "Locate, surround, and capture. We_ all _agreed to it. If we had simply stuck to it, we wouldn't be in this predicament!"

"Please stop _yelling," _Bruce grumbled, holding an ice pack against Steve's jaw. "This isn't solving anything."

"But we do need to sort this out," Natasha insisted, crossing her arms and leaning against the island centered in the Avengers Tower's bar. "We can't have one of the group acting so recklessly by throwing the plan away and ruining the mission for all of us. We need to be able to trust each other to stick to the designated procedure, or we're not going to be successful."

Stark whirled around to face her. "Well excuse me for trying to do the right thing for once and attempting to work things out civilly. Normally I'm the one whose all for the blindly attack plan, but I thought for once we should try to do this without all the bloodshed and deception."

"You told him he could be an Avenger if he came back with us," Natasha pointed out. "That was definitely not guaranteed by Coulson. Wasn't that a bit deceptive?"

Tony huffed frustratedly. "Forget it." He stomped back over to his work table and flopped into his chair, picking up a tiny blowtorch in his hand. "I can't believe_ I'm _the one trying to convince you guys to be a little empathetic. This is normally Bruce's job, when he's not all green and muscly."

Banner glanced over when he heard his name. Handing the ice pack to Rogers, he stood up, addressing his team. "Look, I wasn't there. I'm only picking up bits and pieces here of what exactly went down. But from what I do know, I think you guys need to stop worrying about how you all royally screwed up and think about how to move forward and get this Spider-Man to Fury as soon as possible." He motioned to Clint with his hand. _"You_ need to stop accusing people of not following a plan if you weren't sticking to it either," he barked, and then turned to face Stark, "and _you_ need to not go all solo hero on everybody and throw the plan out the window, even if you have good intentions." Then Bruce clapped his hands together loudly. "We good, kiddos? Swell. Now that that's all taken care of, let's move on to figuring out how you're going to catch this guy."

"I think he's young," Tony said suddenly, causing everyone to stare at the back of his head. When he noticed the blanket of silence that had fallen over the room, he spun around in his chair to face everybody, leaning his elbows on his knees and placing his chin on his knuckles. "His voice sounds young, and he's kind of socially awkward. And he's so thin and light. I felt like I was holding a little kid in my arms whenever I saved him from becoming a spider pancake on the pavement."

"I got that vibe from him, too," Steve agreed, flinching as a sharp pain throbbed in his jaw as he spoke. "And he told me he had a family who would worry about him if he was captured and didn't show up at home."

"Are you sure he wasn't just trying to make you feel bad for him so you'd let him go?" Clint suggested coldly.

"If so, he was pretty convincing." He adjusted the ice pack's position underneath his chin. "I genuinely felt sorry for the guy. He seemed really confused and angry about the whole situation, and wanted to know why we we're trying to capture him. To be honest, I'm still not sure exactly why we're being ordered to do this."

"Look, it doesn't matter if he's young or old or married or whatever," Natasha exclaimed. "We just have to get him to Fury ASAP. So, what're we going to do?"

A silence fell over the room. The wheels in each of the Avengers' minds were turning laboriously, searching for a possibility.

Then the voice of Bruce Banner spoke, shattering the quiet.

"I have a very stupid idea."

_**You always do, Banner. Chapter 7 out on Saturday. Be there or be circular. Write reviews please :)**_


	7. Chapter 7

_**Disclaimer: This stuff in here. These characters and places and all that. Yeah, none of it is mine. So there.**_

**_I just have to thank all you peeps for your awesome reviews. This crazy story I've whipped up is getting more credit than it deserves XD. On the other hand, some of you people are so demanding! All you want is more more more! You know who you are :) Although the fact that you want more of my story makes me happy and always encourage me to try to write them better and faster. Anyhoo, enough of about moi, read the chapter and be merry. It's pretty long. :)_**

_Chapter 7_

The whole unveiling of the truth went in stages. Shock, disbelief, denial, and eventually, a whole lot of waterworks. It seemed that for hours, Peter and his aunt just held each other, bawling into the other's shoulder and crushing each other in warm hugs. Then the questions came. How, when, where, who, and why? Peter told her everything from the beginning between their bouts of sobbing, withholding no detail from his Aunt May. The spider bite at Oscorp, the powers, Uncle Ben's death, searching for Uncle Ben's killer, his late night crime fighting, Gwen, the Lizard, Captain Stacy on the rooftop, and his most recent trouble with the Avengers. His aunt listened intently and silently, cradling the boy she looked at as her own son in her arms. As Peter finished his rambling, a quiet fell over the room, the chirping of birds sounding from outside the window and the platter of food lying still untouched on the coffee table.

"I'm so…so sorry Aunt May," Peter suddenly choked out, staring down at his gloved hands and watching heavy droplets drip from his eyes and absorb into the red fabric. "I'm so sorry I've kept it from you for so long. I'm sorry I've made you suffer so much every day, worrying about me. I'm just so sorry…"

His aunt held his chin in her hand, making him look into her eyes. Tear stains trailed down her face, and her eyes were puffy and red. And yet, she was smiling as genuinely as Peter had seen in a long time.

"I'm so proud of you, Pete," Aunt May said with undeniable sincerity, her voice shaky but full of joy. She reached up and gently cupped his face in her hands, wiping his tears away with her thumbs. "I've never been more proud of you in my whole life." The two hugged each other, the fissure that had tangibly existed in their small family's relationship finally starting to feel whole again.

With a few reassuring pats, they separated from each other at last, and Peter looked over at the harsh daylight that was now pouring through the curtains' thin fabric.

"I need to call Gwen, tell her I'm okay," Peter remarked, taking a calming breath.

"Why don't we invite her over for dinner?" His aunt suggested, placing her hand on Peter's shoulder. "I'll make some spaghetti. You can make an apple pie for desert. We can just have a really nice evening together. Does that sound good?"

Peter nodded. "Yeah, I'd like that."

She patted his shoulder. "Good. Now get out of that nasty costume and take a shower. And tonight, _I'll _be doing all the laundry. You have no idea how to separate clothes properly."

After the two of them shared in a spurt of weak laughter, she slipped the IV needle out of his hand and helped him get up off the couch. Once he was sure he could stand on his own, Peter dragged himself out of the living room and up the stairs, clutching his tummy, and slipped into his room. Shutting the door behind him, he slowly slid to the floor, physically and emotionally exhausted. He had never cried for so long and so hard before in his life, and he was glad it was all over with. He closed his eyes, the back of his head bumping against the white wood. Peter was relieved that he'd finally told his aunt everything he'd been hiding from her for so long, and he was happy that she wasn't ashamed or disappointed in him, but at the same time he was troubled. The revealing of his spandex-sporting second life to Aunt May came with new risks that endangered his aunt's safety, so he had to go the extra mile to keep she and Gwen safe. They were all he had left in the world, and he'd do whatever it took to keep them out of harm's way.

Begrudgingly, Peter forced himself to his feet and hobbled to the bathroom, where he stripped out of his Spider-Man costume and turned on the shower. The warm water washing over his stinging, aching body felt refreshing, and helped reawaken his dulled senses.

After he was thoroughly cleaned, he dabbed a bit more medicine on his cuts, messed with his unmanageable hair a bit in the mirror, then reluctantly slipped into a pair of loose jeans and a relatively presentable T-shirt, hissing between his teeth whenever the material rubbed against his sensitive skin.

"Pie," he groaned to himself as he rubbed at his eyes, remembering his Aunt's instructions to make desert. Without even bothering to put a pair of shoes on, he walked downstairs and stumbled into the kitchen, where he found his aunt chopping up a tomato.

"Oh, there you are," Aunt May exclaimed with a smile, continuing to chop without even watching her skilled hands. "I've started boiling the noodles in a pot and the sauce is simmering on the stove. It should all be done in about twenty minutes or so." She motioned with her head to the counter. "I've laid out everything you need for the pie over there. Hop to it, because it will take a while to bake. Although you should probably call Ms. Stacy and make sure she can actually come before you start on it."

Peter nodded absentmindedly and shuffled to small wooden desk in the corner of the living room where his phone sat charging. He was so glad he had forgotten to take it with him on he and Gwen's dinner date last night. He sat down against the wall and picked it up, clicking the screen on to find he had nine missed calls split between Gwen's cell and his aunt's phone, along with two voicemails. He cringed, well aware of the tongue-lashing that he had coming for him, hoping that his offer of a home-cooked dinner might somehow quell her inevitable rage. With a slow intake and exhale of air, he pressed her phone number and held it up to his ear, hugging his knees against his chest with his free hand. His call was answered after the second ring.

_Peter!? Peter are you there? Are you alright?_

Peter swallowed guiltily. "Yes, it's me Gwen. I'm fine, just a little scuffed up here and there."

He heard the tears dripping down her face enter her voice. _I-I saw the news. What...how...why? Why were the Avengers attacking you?_

"I'm not sure exactly," he answered carefully. "But they told me that S.H.I.E.L.D...that crazy super spy organization or whatever...they think I'm a threat or something and they were trying to capture me to turn me over to their ringleader."

_A threat?_ She almost gasped. _What are they thinking? You haven't hurt anybody. Minus bad guys of course._

"That's what I tried to tell them," he said exasperatedly, "but they wouldn't listen to me." He let out a forced laugh. "They even tried to trick me by telling me that if I came with them, I could become a certified part of their team. An Avenger." The words themselves reignited the anger within him as he spoke. He pinched the bridge of his nose and huffed under his breath. "It was rich."

_Are you serious?_ Gwen exclaimed on the other side of the phone. _I'm so sorry, Pete. That's cruel. I thought they were supposed to be all justicy and heroic or whatever._

"Yeah," he breathed, his hand dropping to his side. "Me too."

_So they attacked you when you said no?_

Peter nodded as he spoke, ignoring the fact that he should probably have started on the pie by then. "Yep. Somebody hit me with a taser, Iron Man singed my shoulder with his laser cannon hand thing, don't even mention Captain America with his stupid shield and freaking superhuman punches, and I'm pretty sure that that Black Widow lady slit my forehead with one of those ninja star things." He palmed his head in his hand, flinching as his fingers pressed against the stitches in his skin.

_How did you get away?_

"I fought back. Somehow I was able to beat Iron Man and Captain America individually, but they were the only two who I actually had to battle against directly. I was lucky that they were all spread out - if they had been fighting me all at the same time, I think it would've been a different story." Peter closed his eyes, realizing just how close he'd come to losing everything he'd fought so long to protect and keep a secret. He _had_ to be more careful. Still, as he thought back to the fights, he began to comprehend what he has accomplished. He had beaten the Avengers, "Earth's Mightiest Heroes" and all. Granted, it was in a rather scattered and ungraceful manner, but a win nonetheless. Maybe he wasn't giving his powers, cunning, and enhanced abilities the credit they deserved. The idea gave him a bit more confidence and security with the possibility of the Avengers ever trying to beat him to a pulp and haul him off to the Helicarrier again. If he had to fight them sometime soon in the near future, he would definitely _not_ hold back, and definitely _not _undermine what he was capable of.

_Well, you should've called me when you got away,_ her heard Gwen state from the other side of the phone. A change in the tone of her voice made Peter feel uneasy.

"Yeah…I'm sorry. I sort of passed out on my way home and - "

_Do you have any idea how worried I've been!? _She screamed without warning into his ear, causing him to jump. He gripped his phone nervously, twirling the charger cord in his fingers.

"I know, I know. I'm really, really sorry." He bit his lip, running a hand over his frazzled hair. "I, uh, I had something come up."

_Like what?_ she grumbled irritably. _What could be more important than telling your girlfriend that you're okay after you left me out on the street and ran into a building held hostage by a murderer all headstrong and suicidal to save the day?_

Peter cupped his hand over his mouth, trying to stifle a laugh. "It wouldn't be the first time, would it? Give me a little credit, Gwen."

She sighed impatiently over the phone line. _Whatever. But seriously, what "came up?"_

Peter's laughter stopped abruptly as he realized the weight of what he was about to tell her. He had revealed his most diligently kept secret to yet another person. Even though it was his loving and trustworthy Aunt May, he knew that this decision carried a significant price. This wasn't just your casual small talk business over the phone; this was some heavy stuff. He drummed his fingers against his jeans, wondering how to word this properly.

"Could I tell you all about it over dinner at my place?" Peter recovered coolly, avoiding the inevitable revelation with his dorky charm. "I'm making pie." _Or I should be._

His answer made even the hot-tempered Gwen Stacy laugh loudly over the phone. Peter smiled, which made the purpling bruise on his chin ache, admiring the beauty of the happiness in her voice. She groaned over dramatically after her giggling had subsided.

_You're such a moron,_ she sighed, pausing before she continued as he heard her gathering up her stuff. _Fine. But you better dress nice. And you better make the best damn pie I've ever tasted._

"Already way ahead of you," he assured her nervously, standing up and disconnecting the phone from the cord as he realized that he hadn't even started on it yet. An unhappy Gwen Stacy without her promised pie would go from stinging ant to raging Godzilla in a matter of moments. Peter walked briskly into the kitchen, where all the ingredients his aunt had promised would be were gone. He cursed irritably and opened the fridge, snatching an apple from the top shelf. With a movement of confused hesitation, looking from the apple to the phone, Peter tried to hold the phone against his shoulder with his face like he'd always seen his aunt do while he rinsed the fruit under the faucet, but his cell slipped away from his grip. Peter caught it easily with his lightening-fast reflexes, but sat unimpressed with himself. Glancing over at his aunt who was busily attending to the pasta, Peter quickly clipped one of his web-shooters to his wrist and fired a strand of webbing on to the ceiling, which he connected to his cell phone and released to let dangle in the middle of the kitchen. He turned the phone on to speaker mode and went back to washing his apple.

_Peter? You still there?_

"Yeah, yeah. Just checking on the pie, making sure it's coming along good." Peter hastily began slicing the apple, his Spider-Man abilities kicking in and making him chop with unnatural speed. He nicked his finger in the process, biting back a long list of colorful words from escaping his lips as he shook his hand in frustration and sucked on the bleeding skin. "When do you think you'll be here?"

_I just got into a taxi, so probably in about five minutes or so, _Gwen answered calmly. _Is that alright?_

"Oh, yeah. That's perfect," Peter agreed distractedly, digging around in the pots and pans in the lower cupboards. Where had his aunt put the damn pie tin? "But, y'know, take your time. No rush or anything."

_Alright, see you in a little bit, _she said with a tinge of confused amusement in her voice. Then she hung up.

Peter hopped up on the counter and began looking through the drawers in the high cupboards of the kitchen, where all the china was coated in a thin layer of dust and cobwebs. Becoming a bit frantic, he opened every single cabinet door until it looked like the ghosts of _The Sixth Sense _had pranked his kitchen. His hysterical search came to no avail.

"Peter?" A puzzled voice interjected, interrupting his hunt. Peter jumped with surprise and stuck to the ceiling, caught off guard by the sudden noise. He looked down, shaken, and saw his aunt staring up at him, a look of bewilderment on her face. "What on earth are you doing?"

Peter breathed restlessly, knowing he probably looked like an idiot right then as he clung to the roof with his sticky fingers. A single cabinet door slowly creaked open, and his aunt watched its movement with a perplexed look in her eyes.

"Where's the…pie tin?" He asked breathlessly, not moving from his awkward position high above the kitchen. His aunt shook her head in awed confusion, and a jubilant ping from the oven down below rang out to answer his question. Aunt May walked over and opened the door. The warm smell of cinnamon and home-made deliciousness met Peter's nose, and he watched as she stooped down and gingerly scooted a perfectly golden brown apple pie from its position on the racks, her hand gloved in an oven mitt. She held the pie out for him to see as Peter slowly made his way down from the ceiling, snagging his hanging cell phone in his hand.

"You looked busy, so I started on it while you and Gwen were talking," his aunt said apprehensively. "I didn't know how long you'd be on the phone for, so I just finished it myself and popped it into the oven for you."

Peter dropped to the floor, awkwardly running his fingers through his hair. "Yeah, that's fine. Great. Thanks. It looks really good." He walked up to his aunt, staring down at the beautiful culinary creation before him. "Probably better than anything I could've whipped up."

His aunt smirked amusedly at her flustered nephew, glancing back up at the swinging cabinet doors peppered across the room. "You know, I wish you would've told me about your abilities earlier. Would've made my dusting duties for the past year a bit easier."

Peter looked down at his aunt, who he, at six feet tall, towered over, and cracked a smile. She and his Uncle Ben had always shared a dry sense of humor, that with which Peter had unknowingly adopted over his years spent with the two of them as his guardians. With this, they always knew how to make the others in their family laugh. So, following the age-old tradition, Peter and Aunt May broke into a long bout of laughter, the kind that leaves your sides aching and your cheeks sore. Their giggling fit was interrupted by the chime of the doorbell.

"I'll get it," Peter said quickly, walking hurriedly out of the kitchen, still struggling to catch his breath. Hopelessly teasing at his hair in a mirror that he passed by, he marched up to the front door, and with an unshakeable feeling of queasy excitement, he swung it open.

Gwen was not one to be easily caught off guard. After discovering her boyfriend was the masked vigilante Spider-Man, witnessing the glistening city of New York be reduced to a demolished alien graveyard during the Chitauri incident, and hearing about her father being murdered by the Lizard, it wasn't a shock that it took a lot to catch her by surprise these days. But after Peter told her about the whole cat-out-of-the-bag concerning his secret identity as Spider-Man with his aunt, Gwen couldn't help but gape silently. She turned to look at May Parker.

"You know?" She inquired quietly, her hands folded neatly in her lap.

Aunt May nodded slowly. "He showed up last night on my porch in his Spider-Man costume, covered head to toe in bumps and bruises, passed out cold in the rain." She smiled over at Peter, who flushed slightly and refused to meet her gaze. "I brought him inside and tended to his injuries. I didn't even realize it was him until the next morning."

Gwen's eyes narrowed uncertainly. "And…you're okay with this?"

May Parker palmed her face in her hand, shaking her head. "It's a lot to take in. I don't even know what to think, really." She rubbed at her temples, eyes closed tightly. "It does give me a slight sense of relief to know why he always comes home looking like her was thrown in a blender."

Gwen giggled, her tense mood lightening a bit. "I guess it would."

"I just don't want you to get hurt anymore," Aunt May said suddenly, looking over at Peter. He appeared surprised by her words, then lowered his gaze sullenly.

"I know, Aunt May. I know." His eyes took in the two amazing people who sat before him, both who stared back at him with love and concern for his wellbeing in their eyes. It hurt Peter to know that his pain was their pain, and sometimes he wished they didn't care as much as they did for him. Peter knew that carrying out his job as the masked superhero Spider-Man would be safer for everyone if he did it alone, without any relatives or loved ones whom could be placed in harm's way because of his actions. In his head, the idea seemed the most logical path to take, and many nights he had lied awake, considering abandoning his small family for their own good and living solely as Spider-Man, all alone in the big city of New York, with no one's life being endangered other than his own. But in his heart, Peter knew he could never survive like that. Without the support and comfort from the two women who sat before him, he would have lost his hope in the world a long time ago. Their lives were now permanently intertwined with his in an unbreakable way, whether any of them liked it or not.

Fortunately or unfortunately, so was his double life of being Spider-Man. It was a part of him now that he knew he could never surrender, and his internal promise to stay faithful to the words of his late Uncle Ben kept it so.

"I'm not going to give up being Spider-Man," Peter stated bluntly to them both. "I can't. And that means I'm going to keep coming home looking like a beaten wreck." He glanced over to his aunt, a deep pain in his big brown eyes. "I'm sorry if that hurts you, Aunt May. I'll do my best to try and protect myself, but its inevitable. If you can't accept that, then I'll understand if you want me to leave."

Peter was expecting some sort of heartfelt reassurance from his sweet Aunt May, but instead was answered with his aunt bursting out laughing, which caught Peter by surprise. "And go where, Peter? I'm sorry to say, sweetie, but your stuck living with your crazy old aunt until the day I die."

The three of them shared a genuine laugh together, which helped alleviate the tension in the room, and with a clap of her hands May Parker stood.

"Let's get to eating all this good food, shall we?"

Dinner was a much-needed evening of simple small talk and lighthearted humor. Peter started out highly engaged in the conversation, telling the many hysterical tales of his midnight endeavors as the teenage superhero Spider-Man which he had kept to himself up until this point. He hadn't realized how many hilarious moments he'd had over the past year after becoming Spider-Man until he told others about them out loud, like the time he was patrolling an alleyway behind an extremely ghetto bar and and accidentally walked in on two drunk women who were having a tea party on top of an overturned trash can in their birthday suits, or when his red and blue suit got caught on some barb wire and he had to sneak home holding a dirty old pizza box over himself to cover his exposed buttocks. After telling countless of his embarrassing stories to Gwen and Aunt May over mouthfuls of unsurpassed spaghetti and apple pie, he began to feel himself fading. When they detected the slowing of his words and the glaze that had blanketed his eyes, the two women began to talk about girly things, and Peter became disinterested. He seriously needed to stop hanging out with women all the time. And he needed a moment to himself.

"I'll be back in a second," Peter said as got up abruptly and walked out of kitchen, his silverware clinking against the wooden table. Gwen and Aunt May watched him leave with concerned expressions, but didn't protest. He entered the living room and flopped on to the couch, clicking on the television with the remote, grateful for the mindless splurge of nonsense that his overcomplicated life craved. He browsed through a couple of channels until he landed on the news, where he heard his name.

_An unusual and alarming series of events occurred last night in the outskirts of Queens, New York, _the dolled-up looking woman on the screen began. _In a local Yakitori Totto restaurant at the crossroad of Broadway and 2nd Avenue, a deranged man shot and killed a woman who worked there and took the entire restaurant hostage. Fortunately, Spider-Man showed up at the scene and defeated the felon, safely freeing the remaining captives and handing the murderer over to the NYPD. But after committing this seemingly heroic act, Spider-Man was spotted by several eyewitnesses on top of a McDonald's billboard, where people reported seeing the masked vigilante be shot down by an unknown marksman. Just before crashing to the ground, however, Spider-Man was saved by none other than the famous Tony Stark donning his Iron Man suit. But to the public's shock, Spider-Man and Iron Man began to fight each other, the two engaging in a high-speed chase down 2nd Avenue, which ended with Iron Man crashing into a local Pizza Hut, appearing unable to move because of Spider-Man's webbing encasing his armor. After the confrontation appeared to have ended, Spider-Man was unexpectedly attacked by the Steve Rogers, also known as Captain America. The two were reported to have spoken briefly before engaging in an all-out brawl, and after an extensive period of fighting, Spider-Man succeeded in imprisoning the super-soldier with his webbing and was spotted zipping away, appearing injured, towards central Queens. What could all of this mean? Do the Avengers see Spider-Man's presence as a threat? Do they know something we don't about the true identity of New York's famous masked vigilante? Or are the Avengers not the supposed heroes we thought them to be? We want your input. _

Peter put his face in his hands, groaning. He just wanted those damn Avengers to leave him alone. If there was a way he could get them to understand that he wasn't some sort of villain plotting to take over the world or whatever without having to reveal his identity to anyone, he would've done it already, no doubt. But apparently his word wasn't enough for them. From now on, every time he went out in his late night crime sweeps, he'd have to watch his back and keep his head on a swivel in case they tried anything with him again. The idea set his nerves on edge and sent a wave of exhaustion over his body. He just wanted to help people. He laid down slowly and curled up against the couch cushions, wishing for just a moment that he wasn't the infamous wall-crawler Spider-Man, but just a normal teenager with normal teenager problems.

"He's been gone for a while," Gwen noticed as she and Aunt May rinsed their dirty plates in the sink and placed them into the dishwasher. Gwen hadn't been surprised when Aunt May had informed her that she had in fact made the apple pie, not Peter. In Gwen's time spent with Peter, she had discovered that he'd never been exceptionally skilled in the culinary arts department. The two of them dried their hands and walked towards the living room.

"He's probably just in his room editing photos or something," May Parker assured her as she stepped through the door. Then she stopped, smiling amusedly, "or, passed out on the couch."

Despite it only being around 7:00 p.m., there laid Peter Parker, out like a light with his arms hanging loosely off of the couch and his legs tucked up against his body. The dim glow of the television flickered across his snoozing self, alighting his form in alternating colorful patterns. Gwen giggled and flicked on the light switch.

"Poor Peter. He never lets on how exhausted he is from everything." She sat down beside his head, reaching over and running her fingers through his hair. She watched his thin frame rise and fall with slow, rhythmic breaths and listened to the soft sighs slipping from his lips. Gwen pushed a blonde hair out of her face, then distractedly glanced over at the glowing television as the news reporter captured her attention.

_The once dormant questions of the city of New York have now been reawakened: is Spider-Man really a hero, or a menace? What are his true intentions? And what is the masked vigilante's secret identity? _

Aunt May switched the TV off and sighed audibly. "I've been watching the news all this time, wondering the same things about Spider-Man." She sat down on the chair neighboring the couch, placing her chin on her hands. "If only they knew the truth."

Gwen nodded sadly, looking down at Peter's peaceful face as she petted his soft hair. "Everyone thinks of him as some kind of immortal entity, thinking that he can take on anything unscathed. Some people even consider him to be some kind of biological weapon of mass destruction."

Aunt May's eyes softened and she stared at the fading bruises on her nephew's neck and chin. "They have no idea that Spider-Man is nothing more than a boy."

"A boy with some pretty incredible abilities," Gwen added with a smile, "whose only intentions are to help people."

"He is amazing, isn't he?" Aunt May added with a sniffle, wiping her eyes and placing a hand on Peter's limp arm. "I just wish that people would see him for what he really is. He isn't some kind of indestructible superman or whatever." Her voice shook slightly as she spoke. "Peter is only human."

"Yeah," Gwen agreed, "just a little human in way over his head." She smiled genuinely and planted a gentle kiss on Peter's forehead, right beside his sutures. Peter stirred slightly beneath her touch, but didn't awaken. The two of them laughed softly.

"He looks so helpless and fragile. It's funny to think that someone like him could be considered so strong or dangerous. Especially when you see him when he's asleep."

"I think it's time we all went to sleep," Aunt May said with a yawn, "I can drive you home if you want."

"I'll be fine on my own." Gwen said, standing and giving Aunt May a hug. "Thanks for everything."

After May had waved Gwen off once she'd managed to flag down a taxi, she walked back inside and stood beside Peter's sleeping form. She tucked her hands under her nephew's limp body and, with effort, scooped him into her arms. She shuffled painfully towards the staircase, huffing the whole way, when Peter's eyes opened slightly.

"Aunt May...?" He yawned groggily, "What...are you doing?"

"You need to be in your bed. You need a good night's sleep." She sounded adamant, although he could detect the strain in her voice as she struggled to support her sixteen-year-old nephew's body upon her own fifty-seven-year-old self.

Peter squirmed out of her arms and placed his feet on to the floor, relieving his weight from her weak bones.

"I'm a big boy now Aunt May," Peter said with laughter in his sleepy voice. "Much too big for you to carry up the stairs."

Aunt May's gaze lowered to her feet. "I know, Pete. I know. You're my big boy." She rubbed at her aching arms for a moment, then stepped forward and gave him a fierce hug, slightly choking the breath from his lungs. "I just wish you could go back to being my little Peter again. The tiny boy that Ben and I could swing between our arms and toss in the air." She rubbed his back, her fingers digging into his scrapes and causing him to cringe a bit. "Goodnight, Peter."

Despite the pain he was in, he hugged her back with equal enthusiasm.

"Goodnight, Aunt May."

….

"No."

Four of the five present Avengers all spoke in unison.

"That's too dangerous. The military will attack you. They'll think you've gone berserk again and pump you full of lead."

"Or they might launch another nuke strike on the city."

"You might even end up smashing something by accident like you did last time. Let me think…what was it again? Oh yeah, _my face."_

Bruce Banner stood with his arms crossed and his eyebrows knitted fiercely, encircled by Iron Man, Hawkeye, Black Widow, and Captain America, who stood still holding the ice pack against sore jaw. Banner tapped his foot impatiently.

"It's a good plan, guys. A stupid one, but I know it will be effective. Spider-Man isn't going to simply stand by and watch with a lemonade in his hand if he hears reports of the Other Guy…I mean the Hulk…rampaging around downtown New York. It'll draw him out, and then you guys can capture him while his guard is down."

Natasha shook her head excessively. "It will cause a panic amongst the civilians. You could even unknowingly end up hurting someone. You don't want any more of that kind of blood on your hands, Banner."

Bruce felt a shiver run down his spine and his breath got caught in his throat, but he tried not to let it show. He shoved his hands in his pockets, becoming increasingly frustrated.

"I'm trying to throw out some ideas here since none of you can think of anything. Could you at least consider what I'm suggesting here?"

"We are, Banner," Steve insisted, sitting down and experimentally shifting his jaw around. "But this is just downright reckless. The possible benefits aren't worth the risks. You have to understand that."

Bruce shook his head, clearly dissatisfied, but didn't argue.

"We should call up Fury, tell him what happened," Clint suggested unenthusiastically, spinning an arrow around his finger.

"I'm pretty sure he already knows, the way the media is ranting about it," Stark said with a snort, but went ahead and dialed up Nick's number on his cell phone. The ringer buzzed repeatedly, and Stark half-hoped that he wouldn't pick up. Of course, he heard the phone click from the other end on the last ring.

_So, finally decided to ring me up, _The deep voice of the Director of S.H.I.E.L.D. growled through the phone. Stark smirked nervously, swallowing his anxiety and replacing it with the smooth confidence he seemed to be able to fabricate on command.

"Yeah, how's it hanging, Patchy?" Stark said with a laugh. Nick Fury had never been known for having an acute sense of humor.

_I don't want to know the details. I've heard enough from Coulson to understand the situation. I don't care how or why it happened, but take this to heart, Stark: Get this done already. The World Security Council's faith in the reliability of you and your team is already dicey as is, and they won't take another failure on your part lightly. _Fury cleared his throat, and Stark could sense the seriousness in his icy voice. _If you don't capture Spider-Man and bring him to the Helicarrier in the next three days, I'll be forced to send in a new team. One with a larger body count and less flexibility than the Avengers. They'll be sent out with direct orders to capture Spider-Man by the use of armed force, no questions asked. I have a feeling it will only end with an army of soldiers having their asses handed to them on a red and blue platter, so I'm really depending on you all to execute this mission without the rest of S.H.I.E.L.D.'s armada getting involved. Inform the rest of the team. Director Nick Fury out._

The phone clicked into silence, and Tony let out a heavy sigh. "Ah, the charming Nick Fury. He has this fascinating ability to literally suck the joy from a room, even when he's not physically in it." He glanced over his shoulder at the rest of his team. "You guys get all that?"

The rest of the Avengers nodded, a bit stunned by the news. They hadn't considered the fact that their mission might be cancelled if they failed again. If there was one thing that all the Avengers agreed on, it was the fact that S.H.I.E.L.D. had an uncanny habit of diverting to unprecedented brutality as their first course of action, and it had a tendency to never end well for either party's liking. There wasn't any time left to squabble over the petty details - they needed a reliable plan, _fast._

Bruce didn't waste a moment. "I'm telling you, my plan will work. I can control the Other Guy enough to cause a ruckus without damaging or hurting anything or anyone. I know I can do this, guys. Just _trust _me."

"Why don't we just jump back to plan A?" Clint proposed, inspecting the razor-sharp tip of one of his fatal arrows, blowing off Banner's insistence. "Locate, surround, and capture. We can track his movements with Coulson's intel, just like we did before, but this time actually carry out the plan." He slightly hissed as he spoke that last bit, giving Stark a disgruntled sideways glance.

"Don't you think he'll be expecting that?" Natasha questioned warily. "And the whole 'surround' thing didn't exactly work out as planned before. We need to take him on together, and by surprise."

"If we're stealthy about it, he'll be gagged and handcuffed by the time his expectations are confirmed." Clint's expression clearly displayed his lack of compassion for the spider guy. If he had any previous plans on being merciful towards his prey, Hawkeye had clearly casted them carelessly aside.

"This will have to be a full-on ambush to work," Captain America stated, his fierce blue eyes growing cold. "No more good cop bad cop business. We all attack at once, throwing everything we got at him, bring him to S.H.I.E.L.D., and get this done. The sooner it happens, the sooner this whole ridiculous ordeal is over with. Sound good?"

The team nodded in agreement, glad they all had finally decided on a course of action to take. All except Banner, that is, who stood in the corner of the room, his back against the wall, fuming.

"I'll inform Coulson," Stark exclaimed, looking up at the ceiling. "Jarvis, would you kindly call up our good friend Mr. Agen - "

But Jarvis interrupted him. _Sir, there is a commotion happening outside, right beside the Avengers Tower._

Tony frowned. "What? Jarvis, clarify. What exactly is - ?"

Suddenly, a loud crash sounded from outside on the busy streets of Manhattan, echoing across the city and up to the Avengers' ears from below. Stark's artificial intelligence opened the doors to the balcony, and the team was met with an onslaught of chaotic noise. Car alarms began blaring wildly, and mingling whirls of police sirens shrieked from every corner of New York. Startled, the Avengers ran out on to the tower's balcony, looking gingerly over the edge at the streets below. The bewilderment in Natasha Romanoff's voice mirrored all of the team's thoughts at that moment as she stared down at something she couldn't find the words to describe.

"What…what is that thing?"

Something beastly and green was terrorizing the city below, creating chaos as it rampaged about, leaving massive destruction in its wake. Screams rang out from below, and policemen armed with machine guns began firing wildly at the green creature. The monstrosity smashed through the windows at the base of Avengers Tower, causing the building to quake slightly under their feet. All at once, the Avengers shared a knowing glance, and without a word passing their lips, the team began to suit up. Tony Stark in his flashy Iron Man armor, Steve Rogers in his star-spangled blue Captain America suit and his vibranium shield secured to his back, Natasha Romanoff donning her sleek leather and spandex Black Widow get-up, decorated with pockets that concealed a variety of lethal weapons, and Clint Barton in his maroon and black leather vest and pants as Hawkeye, his trusty crossbow in hand. They all stood together gallantly, ready for a fight.

"Guys," Steve alerted his team, his voice laced with panic. The Avengers all turned around.

Bruce Banner was gone.

_**Bruce you need to stop causing **__**probs my friend. I really like what happens in the next chapter, all I'm going to say :) Rant at me in the reviews please **_


	8. Chapter 8

**_Disclaimer: !No soy dueño de nada! Pero, me gusta el Andrew Garfield mucho. ;P_**

**_FYI, whatever you are expecting to happen in this chapter, you are wrong. :) That's right, I said it. Also, I just want to restate that I update every _****_OTHER_****_ day, because you guys keep whining for me to make more and I think your struggles are cute. XD Again, super happy people are enjoying my story, love you all, and now, read._**

_Chapter 8_

Oh the glory of Mondays. Waking up early to your buzzer ripping you from the sweet abyss of sleep, grabbing a soggy piece of toast on your way out the door, where the sun is just barely peaking over the cityscape, arriving at school only to be greeted by elderly teachers droning on about things Peter didn't give a flying fadoodle about, and dragging yourself to lunch where all the questionable mush on your plate has supposedly passed the FDA's standards…maybe in 1945.

Oh yeah, and Flash Thompson.

Peter had pretty much slept the entire day yesterday, not even bothering to make his daily runs across New York in his Spidey suit. The rest was exactly what the poor battered teen needed, and because of it almost all of his minor injuries were healed by the time he woke up Monday morning. Strangely enough, he was somewhat relieved to go to school, where he could seek a bit of normalcy and security away from his crazy superhero life.

Peter stood at his locker, which was decorated with a beautiful gallery of pictures he'd taken of Gwen Stacy over the course of their time being together. His favorite was the first one he'd ever taken of her, before he had even met Gwen, as she had been sitting on an outdoor school bench, and he had snapped it without her even realizing it. She looked so flawless and focused and beautiful, the wind catching her blonde hair and her emerald eyes sparkling in the midmorning sunlight. Looking at the pictures each passing period gave Peter a little boost that somehow always managed to sustain him through the grueling days at Midtown High.

As Peter retrieved his english textbooks, a slight tingle in the back of his skull warned him of what was coming, but he didn't try to evade it. What with the whole shattering the basketball backboard thing in the school gym last semester and causing a whole bunch of ruckus that could've revealed Peter's spideryness to the world, he didn't want to do anything while at school that could draw anymore unwanted attention, such as dodging Thompson's flying fist with a triple backflip and a roundhouse kick to the shins. He had to remain the same dorky Peter Parker he had been before he had become Spider-Man, which included being a science nerd, occasionally wearing his useless glasses which he'd popped the lenses out of and replaced with fake, unprescribed ones, and, yes, getting bullied by Midtown High's favorite beastly blonde jockey.

Peter waited for the punch to strike him in the back, but was surprised by an arm wrapping around his neck and putting him in a chokehold. _Oh, great,_ Peter thought, grabbing at the forearm encircling his head, _Did Thompson learn a new move from one of his football buddies?_

But instead of crushing the wind out of Peter's throat until he cried for mercy, Flash gave Peter a noogie on his head, digging his knuckles into his scalp and ruining whatever style of hair Peter was going for. Peter pulled away from Thompson's grasp, which was surprisingly gentle. He gave the alleged dictator of Midtown High a weird look.

"'Sup, Parker!" Flash bellowed with a laugh, hugging Peter around his shoulders roughly. Peter's books dropped out of his hands and landed messily on to the floor.

"Hello, Flash," Peter answered sorely, his body aching beneath the burly blonde's grip.

Flash pulled away, a look of wild excitement in his eyes. "Did you see what happened Friday night? The way Spider-Man completely whooped the snot out of the freaking _Avengers? _Oh man it was _awesome!"_

Flash's body language reminded Peter of that of a middle school fangirl fawning over her favorite boy band, and Peter didn't know how to react.

"Uh, yeah. I saw it on the news last night." Peter bent down to pick up his books.

"Oh hey, I got it. Sorry about that, man." Flash stooped down and snatched up all the books in his arms before Peter could, and handed them back to him in a neat stack. Peter accepted them warily.

"That guy's got some sick moves," Flash exclaimed enthusiastically, swinging his backpack over his shoulder. "I'd love to meet him someday."

"I've taken pictures of him for the Daily Bugle," Peter said casually, then regretted the words as soon as they came out of his mouth.

"You, _what?" _Thompson hollered, grabbing Peter by the shoulders. "Oh, dude. Have you _met_ him? Oh, man. You've gotta hook me up. I'll do anything for yah! C'mon, what'll take?"

Peter shook his head awkwardly, slightly amused. "I've never talked to him before. Just, y'know, snapped a few pics from afar." For show, he held up the camera hanging around his neck, tapping on the button with his fingertip.

Thompson's excitement dampened. "Oh, I see." But he recovered quickly, a genuine smile soon spreading across his face. "Well, if you ever get the chance, make sure to mention your bud Flash Thompson to him. We could all kick it together, y'know?" Flash slapped him hard on his back a few times, making Peter wince, then jogged down the hallway, waving back and yelling, "See yah later!"

Peter just stood there for a moment, puzzled. Was it just him, or was Flash Thompson, the king of cruelty, the world champion of wedgies, the supreme ruler of toilet swirlys…being _nice?_ While staring dumbfounded at the burly teen stumbling down the hallway, he didn't notice the cute blonde girl walk up beside him until she placed her hand warm on his shoulder.

"What's happening, Pete?" Gwen greeted him cheerfully, flashing him a beautifully white smile. Peter glanced over at his girlfriend.

"Is Flash Thompson sick?" Peter asked with all seriousness in his voice. Gwen looked at him funny.

"Not…that I know of?" Gwen answered confusedly, placing a finger on her lip. "Why do you ask?"

Peter shrugged uncomfortably. "He wasn't being his usual sock-Peter-Parker-in-the-face self. It was like he was actually trying to be…I don't know…not a complete jerk."

Gwen laughed lightly, strolling around to stand in front of Peter and holding his hands. "Well, maybe he's changed. Maybe you've inspired him to be a better person."

"By me you mean Spider-Man, correct?" Peter hoped to confirm, having no desire to be his arch enemy's idol.

"Well, yes. He's probably Spider-Man's number one fan." She elbowed him playfully in the ribs, making him jump a bit. "But, y'know, seeing you recover from losing your uncle and still retaining your spot as second in your class. That's pretty inspiring."

Peter stared up at the ceiling and shoved his hands into his jacket pockets, wanting this awkward conversation to be over with. "Whatever. I gotta go eat lunch. See you in english."

Gwen stood on her tip-toes and pecked Peter on the cheek, giggling as his face and ears flushed a gentle shade of pink. "Later."

Peter watched his girlfriend stroll merrily down the hall, her curly blonde hair tied up in a ponytail bouncing with every step, the place where her lips had caressed his skin still feeling ghostly warm. He sighed dreamily, watching Gwen all googly-eyed as she disappeared into the crowd, and swallowing the butterflies that had worked their way into his throat back down into his stomach. Shutting his locker door, he dropped his skateboard on to the floor and rolled all the way to the lunchroom, dodging passing pedestrians with smooth ease.

After consuming a relatively edible meal, Peter walked into history class and slid into his seat, his neck sunken low into his collar. He hoped today's lesson would be something more interesting than Shakespeare. The teacher clapped her hands together.

"Alright, everyone. Take out your books and flip to page four hundred and eighty-six."

Begrudgingly, Peter lifted the textbook from the floor and slammed the ridiculously thick deadweight on to his desk, skimming through the pages lethargically. This was the thing about school that he most definitely did_ not _miss nor enjoy. The teacher began to murmur on and on about something to do with the "unique culture of the ancient Aztecs," and the droning dullness of her voice began to lull the class to sleep. Peter stared thoughtlessly at the words on the page before him, which began to blur together. Before he realized it, his head had dropped on to the book, and he was catching some unintentional z's.

Peter was unaware of how much time had passed before he awoke, but it was obviously longer than he had expected. He'd always had a nasty habit of falling asleep in class, but he was used to being woken up in a rather rude and rough manner by either the teacher or Gwen Stacy in a matter of minutes or so. He was in the middle of a dream that had something to do with J. Jonah Jameson and a giant donut when he felt something shaking him.

_Peter…_

Peter didn't budge, hoping for just a few more moments of rest. That's what he always did with aunt, anyway, and it usually worked. The unknown hands were persistent, however, shaking him harder.

_Peter._

"This class…is…pointless…anyway," he mumbled around the pages, his face squished against the book.

_"__Peter!"_

Peter jolted awake with a start, ripping a page from the textbook off of the internal hinge as he sat upright, which was sticking to his cheek. He shook his head, trying to clear the sleepy haze from his eyes, wiping the drool from his mouth. He blinked, and reached up to sluggishly peel the torn paper off of his face, then stared around at the chaos of the room he was in.

The majority of the classroom was pressed up against the window, gaping and yelling and pointing at something going on outside. Others were hiding behind their desks, shaking, crying, and cowering with their hands wrapped around their knees, including the teacher. Some people were even sprinting out of the room, and screams echoed through the halls. Peter stared around, utterly dazed and confused, trying to comprehend what on earth was happening. Then, out of nowhere, he felt a hand slap harshly against his face.

"Peter! _Wake up!" _

Startled, and his cheek stinging numbly, he looked up at Gwen Stacy, who looked fiercely terrified and royally pissed off. What was Gwen doing in his history class? Peter poked at his tingling face inattentively, still struggling to come to his senses.

"What…why did you…?" His eyes scanned the room again, trying to drink in the anarchic situation around him. "What the hell is going on?"

Wordlessly, Gwen jammed her pointer finger towards the window, her eyes intense and fearful. A sickening feeling churned in Peter's stomach. _What could I have missed? _He thought in dismay, uneasiness beginning to crawl under his skin. _I fall asleep for five minutes, and this is what I wake up to. Ugh, I need a vacation... _Slowly, Peter turned to stare at the outside world. His enhanced hearing picked up an overwhelming wave of unsettling noises. Violent crashing and car alarms blaring, police sirens screaming bloody murder across the city, and gun shots exploding in ceaseless repetition. And was that…_roaring?_

As he rose to his feet and began to hesitantly approach the window, Peter's spidey sense erupted inside his skull, an unparalleled and sharp ache that caused him to yell out and grab his head in agony. This wasn't the normal buzz he was used to having ping inside his head, warning him of a petty burglar pointing a gun at the back of his head that he could dodge in one swift movement. His instincts were telling him that this was something _big,_ and something _bad._

Peter shoved through the bustling students crowded around the window, unable to see over their swarming heads. When he finally reached the smudgy glass in a valiant charge through the mob, it took Peter's mind a moment to comprehend what he was seeing. His heartbeat kicked into overdrive, and his breath caught in his throat.

"Is that…_Hulk?"_

To Peter's horror, the infamous gigantic green monster, rippling with rock-hard muscle and face twisted with rage, was wrecking havoc on the street just outside of their classroom. His enormous fists slammed into anything that got in his way, reducing buildings to crumbling ruins and cars into flattened pancakes. Panicked civilians were scattered like ants across the scene, running and screaming as the Hulk let out a deafening roar.

_"__RAAAAAAAAAAAAAAAAAAA!"_

As the sound reverberated through everyone's bodies, causing many to double-over and cover their ears, the window began splintering. Before anyone could react, the glass exploded in a rain of tiny shards, which showered over the students as they shrieked in fear. Many began running out of the classroom, tripping over each other and wailing for others to hurry. Peter, who had tumbled backwards from the blast, sat up with a groan, watching his classmates flood past him in a chaotic stream. He stood, his spidey sense reaching a fever pitch inside his head, and he stared across the road at the hunkering beast in the distance. Hulk grabbed a truck in his monstrous fists and hoisted it high above his head. Peter cursed under his breath.

"Everybody, _run!"_

The remaining students scrambled away from the window and out the door in a mad dash, yelling with fright. Everyone, of course, except one blonde idiot who stood rooted to his spot, awe-struck as Hulk launched the semi at the school. Peter's instincts seized his body, and he leapt forward, tackling the teen to the side just as the truck smashed through the wall. Debris rained down on the two students, Peter absorbing most of the falling bricks and ceiling tiles as he leaned over the cowering idiot, protecting the guy's body with his own. Eventually, the dust settled around them, and Peter let out a slow sigh of relief.

"Are you alright?" Peter asked the boy as he struggled to catch his breath. The blonde teen let out a few raspy coughs, stirring up the dust around them, then turned to look up at Peter, fear plastered on his face. Peter's heart dropped into his stomach.

"Flash?" He exclaimed in disbelief, quickly scrambling to his feet. Chalky fumes spilled off of Peter's back as he stood, causing him to join the coughing fit.

Flash sat up, hacking into his sleeve, the shock on his face exceedingly evident. "Parker?"

Peter didn't know how to explain the fact that he had just tackled Thompson to the floor with unnaturally inhuman strength and speed, and frankly, he didn't have time to.

"What's wrong with you?" He yelled into Thompson's face, offering him a dusty hand. "We need to get out of here - this whole place is going to collapse on top of us any minute now."

But Flash just gaped at Peter, shaking his head slowly in utter astonishment. "Parker…did you…what did you…how did you…?"

An overhead light sparked brilliantly above the two boys and fell from the ceiling just to their left in a electrified crash, sending glowing sparks and shards of glass flying across the room. Peter reached out and grabbed Flash's hand, forcing the dumbfounded teen to his feet in one quick yank. "We gotta go, _now!" _He thrusted Thompson towards the door, running close behind him. Peter could hear the roof groaning above them, and unsettling cracks began to snake across the surrounding walls. Just before the ceiling gave out, the two students flung themselves out the door, collapsing into the hallway in a tumbling heap. Out of harm's way, Peter doubled-over, overtaken by another coughing attack, then rolled to his left and on to his back, supporting himself on his elbows as he stared into the demolished classroom. It was nothing more than a dusty pile of ruins, unrecognizable as ever being anything at all. Peter forced himself to his feet, wheezing harshly.

"I've got to get everyone out of here," Peter murmured breathlessly as he glanced down the hallway. Students were scattered across the school, crying in fetal positions, hiding themselves in the bathroom or underneath tables, frantically calling their loved ones on the phone and explaining what was happening. "It's not safe here. They need to get as far away from here as possible."

A deep roar bellowed across the school, closer this time, causing everyone to cry in terror. Peter turned back towards Flash, who stared up at him helplessly.

"I need you to lead everyone to the back exit of the school," Peter instructed, motioning with hands as he spoke. "Don't let anyone try to come out the front doors, or they'll run into the green machine back there." Peter offered Thompson his hand again, which he accepted this time. "We've gotta be fast."

Flash rose to his feet, looking a bit confused as he knitted his eyebrows together. "Alright, I can do that. But…how are you going to alert the whole school in time?"

In response, Peter reached over to the wall and pulled the fire alarm.

….

Bruce Banner had needed a break from the rest of his team. Their ignorance of all his suggestions had really set him on edge, and he needed some time alone to cool down. He marched down the staircase, a glass of scotch in one hand and the other shoved deep into his pant pocket.

Why didn't they trust him? Hadn't he proven himself during the Chitauri strike on Manhattan? Granted, his little freak out on the Helicarrier may have rubbed a few of them the wrong way, mainly Natasha, but he had made up for it, hadn't he?

When he reached the fifth floor, Bruce slumped on to the couch, taking a long swig from his glass and sighing irritably. It wasn't his fault that he had this power, and not something easily controlled, like a metal suit or a bow and arrow. That didn't make him any less important to the Avengers. Even without the Other Guy, Bruce retained an intellect that rivaled Einstein himself, and that alone deserved more respect. He swirled the spirits in his hand, focusing on his breathing.

Nick Fury had seen what he was capable of, just as he did with all the others, and had asked him to join the team, just as he did with all the others. So why did he feel so distant and excluded from the group? Maybe everyone was just afraid of him. He couldn't blame them for that, really. But he had better control of himself now, and if he purposely turned into Hulk by his own will, his mind remained fairly intact and the Other Guy's body was under Bruce Banner's command. Why couldn't they understand that? Them treating him like a monster was unfair, and he was extremely tired of it. He almost wanted to go ahead with the mission on his own and capture Spider-Man by himself, just to prove them wrong. But he knew that was a terrible idea. He'd lose what little trust the rest of the Avengers had for him, and that was the last thing he needed. Banner downed the last of the alcoholic beverage in a long gulp, sighing heavily. He'd better go see what pointless position he'd been assigned to for the next mission was. Bruce stood unsteadily, having avoided alcohol for a while up until then for fear it might trigger the Other Guy from making an uninvited appearance, and began walking towards the staircase.

Suddenly, a loud crash from far below met Banner's ears, and the ground beneath him quaked slightly, causing him to wobble and have to catch himself on the couch. He blinked in surprise, wondering what could have caused the ruckus. The dulled sound of bullets being fired sounded from outside, causing fear to rise into his throat. Distracted, he accidentally slipped to the floor, landing roughly on his bottom with a painful grunt.

A strange noise that came out of nowhere suddenly made Banner's blood run cold. The sound of heavy metal footsteps clanking against the stairs, approaching ever-so-slowly in a maddening rhythm. _Clank, clank, clank. _Banner sat frozen to the floor, wondering what on earth could be coming. The stomping grew louder with every passing moment, accompanied by strange mechanical whirring sounds. _Clank, clank, clank._ Whatever it could be sounded as if it was seconds from entering the floor he was on. _CLANK, CLANK, CLANK._

Slowly, a massive green figure rose from where the stairs met the next floor, causing Bruce's heart rate to spike. Whatever it was marched up higher, stepping on to the floor and standing in the corner of the room, coming in to full view. Banner was paralyzed with fear, trying with all his might to keep himself calm, but what stood before him was unlike anything he'd ever seen.

Hunkered over in an insect-like manner was what looked like a gigantic green armor, with two massive claws for hands dragging low to the ground and eye lenses that mimicked the appearance of a bug's. The suit's plating encased whoever it was inside of the armor completely, and the rugged exoskeleton was peppered with bullet holes. The thing inhaled and exhaled heavily, the raspiness and longevity of its breaths making whoever it was on the inside sound like they were on the verge of insanity. Strange pinchers on the sides of its mouth clicked and moved fluidly, and antennae-like appendages protruded out of the armor's shoulders. And swinging threatening back and forth behind the green armored figure was an incredibly long and flexible tail, the end of which was armed with a menacing-looking stinger that was oozing some sort of purple liquid.

Banner panicked, dropping low to the ground and crawling behind the couch to keep out of sight. He sat up with his back against the plush material, his hands shaking violently as he reached into his pocket and grabbed his phone. His quivering fingers tried to enter Tony Stark's number, but the phone slipped out of his grip, clattering to the floor. Banner grabbed at his wrist, which began to pulsate violently, fighting to stay in control.

_Keep it together, Bruce! _He thought helplessly to himself, a green pigment suddenly blossoming on the skin at his fingertips. He doubled over, fighting the Other Guy's will to take over with all his might.

The noise had drawn the attention of the insectile armor in the room, however. Making obscure mechanical clicking and groaning noises, the giant armor lumbered forward, approaching Banner's hiding place.

Bruce slowed his breathing, still gripping his arm in his fist. He had to call for help, before he turned and began demolishing the city. A war still raging within himself, he reached forward, his hand hovering over the phone.

That's when a thick metal stinger stabbed into the ground, digging deep into the wood right beside Bruce's hand. Banner jolted with a start, and rolled sideways up on to his feet. The insectile suit wrenched its tail free, laughing in a maniacal voice.

_"__Bruce Banner!" _It hissed sinisterly. _"I've been looking for you!" _The plated tail swung back around with incredible speed, and Banner jumped to the right to barely avoid the hooked stinger's end. Bruce bolted towards the staircase, yelling out like a madman.

"Tony! Natasha! _Help me!" _

To his horror, Bruce's foot caught under the decorative rug Tony had so conveniently placed just before the stairs that swirled upwards through the entire height of Avengers Tower, and he tripped forward, landing flat on his face. He scrambled to get up, but a powerful metal claw slammed into the wooden panels underneath his body, trapping him against the floor. The pinchers squeezed tight around his midsection, crushing his arms against his sides and causing Bruce to cry out in pain. The insectile armor lifted Bruce up before himself, his iron grip unbreakable around the man's body. Banner struggled to free himself, but his attempts were fruitless.

"What…do you want…from me?" He gasped, fighting back against the inner turmoil raging within himself.

_"__What do you think, Hulk?" _The armor hissed sadistically, its tail swirling mockingly around Banner's face. _"I need a bit of help destroying the cursed place that turned me into what you now see before you. A monster they call me, do they?" _The armored man placed the tip of its stinger under Banner's chin, laughing with insanity. _"Well, two can play at that game. A bit of my venom should do the trick. It would kill anyone else, but luckily for you it will simply cause you to transform into my favorite rampaging green murdering machine. Besides myself, anyway."_

Bruce struggled for air, feeling his grip on the world beginning to fade. "Who…are you?"

_"__Who am I?" _The insectile armor answered with fraudulent bashfulness. It cackled, curling its thick tail around Banner's neck and causing him to choke. _"Well, once upon a time I was humble private investigator by the name of MacDonald Gargan. I was a pleasant man with morals and a family." _A spiteful tone entered the person's voice. _"But my business failed. I was running out of options, so in my desperation I applied to work at Oscorp, and after my vast knowledge was made known to them, I began conducting experimentations with new weapons and biological genetics being developed by the great Norman Osborne himself. I'm pretty smart, y'know." _Bruce heard whoever was inside the green metal lick his lips as he spoke._ "But I didn't realize that _I _was the one who they were going to be experimenting on. So after they injected me with some freaky formula, grafted my body to this armor, and trapped me inside of it, I was forever bound within its hollow shell. Death awaits me if I ever leave my comfy home in this dark metal prison, for this armor is implanted into my skin and bones. Take it off, I'll be ripped to pieces." _The armored man paused, his grip around Banner's throat loosening a bit. _"That's why I need you here. I have to take revenge on the people who did this to me. I have to make them pay! Not just Oscorp, but this entire damn city! And I know, deep down in that shallow heart of yours, Bruce Banner, that you feel the exact same way. You have a desire to kill, don't you? It courses through your veins, makes you feel alive whenever someone's blood is spilled at your hand." _He leaned close to Bruce's face, a demonic smile playing along his lips that oozed through his words. _"In the darkest crannies of your soul, you enjoy being the monster that you've been created into. Just like me."_

The insectile armored man unwound his tail from around Banner's throat, and placed the tip of it against the back of his neck. _"But do you want to know what I go by now, Bruce Banner?" _

Suddenly, the rest of the Avengers poured down the stairs, freezing as they stumbled upon the unimaginable scene before them and gaping in horror. Banner glanced over at his teammates, a look of a thousand apologies in his eyes.

_"__Bruce!" _Natasha yelled, running desperately towards her trapped teammate. She was too late. The armored tail stabbed deep into the flesh on the back of Bruce's neck, causing him to gasp as the venom was injected into his bloodstream. Instantly, he began to turn, his body erupting with enormous green muscles that bubbled up from underneath his flesh. Bruce Banner's mind was replaced with a core of pure rage that overwhelmed the creature before them, the Hulk.

_"__I'm Scorpion."_

**_Ooooh snaps! I was right wasn't I? Now, before you start panicking like "no no no noo that is not what the scorpion is like you're wrong no no *screams and runs down the street,*" let me be clear that I have never read any comics or watched anything with scorpion in them. I am basing the design of scorpion off of the (static . comicvines . com) picture_****_ version, which I don't own (It won't let me put the hyperlink to the pic in here weird), and I have adapted him to my story, just like the green goblin in TASM was adapted to that movie. If you still have a fuming desire to rant at me about it in the reviews, I will enjoy reading them and sending you a courtesy smiley face on my behalf. The next chapter is really exciting I'm geeked up about it already so read it when comes out Wednesday yay :)_**


	9. Chapter 9

**_Disclaimer: I don't own this stuff in this story which is not mine yay_**

**_I'm pretty sure out of all the chapters I've written so far, this is the one I've written and _****_rewritten and edited and trashed and started all over on the most. It's starting to get really hard to please you guys, although I appreciate the criticism and I continue to ask for it because I know I need it. I know whatever I write is not going to be everyone's cup of tea, but I like it, so yeah. Here's your update you demanding little trolls. I love all of you :)_**

_Chapter 9_

Despite being a stupid and self-centered jerk, Flash Thompson had some pretty impressive leadership skills. His time spent on the football field paired with his street credibility from his buddies made students and teachers alike obediently follow him as he barked orders, not a person stepping out of line. As much as he hated to admit it, Peter was glad he was there to help. He knew that what he did was something he couldn't have accomplished himself. He hoped Gwen was safe.

As people poured out of the school in a massive panicky flow, Peter snuck into the bathroom, which was now thankfully deserted. He slipped into one of the stalls and took off his jeans and jacket/T-shirt combo, revealing his Spider-Man costume that he wore beneath his clothes. He wriggled his fingers into the gloves, abandoned his street shoes for his red, boot-like ones, and stretched the web-etched Spider-Man mask over his face. Peter breathed raggedy, trying to calm the fear raging within himself. He had to have all his wits about him for this one. He was in for the fight of his life.

Peter's suit had taken a pretty heavy beating along with him in his last squabble with the Avengers, but he hadn't had any time to repair it. The fabric was torn all down his arms and back, revealing the bruised and scarred skin underneath, as well as along the scrape on his forehead. The spandex was also singed along his left shoulder, which made the entire costume smell funny, no matter how many times Aunt May had washed it. But Peter didn't have time for wardrobe malfunctions at that point. He had a city to protect.

Checking to make sure nobody would see their friendly neighborhood Spider-Man crawling out of the school bathroom, Peter exited the stall and entered the hallway. The school was eerily empty, except for one loiterer who was wandering aimlessly, yelling out Peter's name over the screaming fire alarm.

Peter ran right up to Flash Thomson and grabbed his shoulders, scaring the living crap out of him.

"What are you doing in here?" He yelled through his mask, his voice slightly muffled. "You have to leave!"

Flash's fear was instantly replaced with a childish twinkle that sparkled in his eyes. "Sp-Spider-Man?" He stuttered, his voice about twenty octaves higher than what Peter was used to. He didn't have time for fan service.

Peter gave him a much-needed shove towards the back entrance. _"Run. _Don't stop until you're positive you're someplace safe. The Hulk is going to demolish this entire area soon, and I don't want anyone here while that's happening."

Thompson appeared to have gotten the message, as he began sprinting down the abandoned hallways of Midtown High, but just before he vanished out the door, he turned around and shouted at the top of his lungs, "You're the _awesomest,_ Spider-Man!"

Peter rolled his eyes behind his mask. If only he knew.

Now that he had no more helpless students standing in his way, Peter crawled out of the school through the destroyed classroom and emerged from the wreckage out on the city streets. Fear crawled under Peter's skin as his eyes absorbed the massive green monster before him that was smashing through New York like a humanoid Godzilla, his unstoppable fists pulverizing everything around him. Screams and gunfire ripped though the air, jarring Peter's mind into focus. He fired a line of webbing at a streetlight and swung up on top of a building so that he had the high ground on the Hulk. He scoped out his options, trying desperately to conjure a plan that might turn this thing around, but he could find none. The only thing he could do was _fight. _Occupy the beast until it ran out of juice. Unless, of course, it _didn't_ run out of juice. Then Peter would just have to ad-lib.

Peter's spidey sense rang inside of his head, and he rolled to the left just as a bullet that an idiotic police offer had shot from below completely missed the hunkering green monster in front of it and whizzed past Peter's face.

"Hold your fire!" He demanded to the policemen dotted scarcely along the ground, surrounding the rampaging Hulk. "Bullets won't even scratch him! Just get out of here, it's too dangerous!"

One officer nodded up at him, and began motioning with his arms wildly. "Pull back! Pull back!"

As the policemen scattered in a chaotic frenzy, none quite sure which direction they should run, Peter fired his web-shooter at Hulk's eyes, causing him to bellow with rage. The green monster clawed at the webbing that blinded him, tearing it away with unsettling ease, and leered up at the person on the rooftop. Peter waved nervously.

"'Sup, ugly?" He asked tauntingly, crouching down with his hands on his knees. "I'll make this easy for both of us. I'll run, and you try to catch me. Sound like a plan?"

In response, the Hulk roared ferociously and launched himself towards Spider-Man, his beefy fists clenched in rage. Letting out a yelp, Peter sprang sideways, the green monster crashing into the roof like a wrecking ball. Peter scrambled to his feet as the beast shook its head, its fierce green eyes locked on Spider-Man's skinny form.

"Oh, sweet _mother_ of - "

The Hulk bellowed savagely and began thundering towards Peter like a muscly green rhino, and without thinking Peter spun on his heels and began running for his life. He flung himself off the roof and fired a web at a narrow streetlamp, swinging all the way around it with powerful momentum and connecting a kick against the Hulk's contorted face. He hollered with bloodlust deep in his voice, and grabbed at the air above his head, his boulder-sized fingers barely missing Peter's body as he flipped out of the way. Peter shot webbing from his wrists in rapid alternation, zipping himself down the street with the Hulk in hot pursuit. As he swung forward, however, small dots of people scrambling about ahead of him came into view, and he hissed between his teeth. He had to keep the Hulk contained in this area, otherwise he'd start smashing at civilians instead of Spidey.

Peter summersaulted in the air and fired both his web-shooters at the same time, which connected to the buildings to his left and right. His forward momentum carried him further down the street, causing the webbing to stretch taut between his wrists. Like an enormous loaded slingshot with Spider-Man as the ammo and his webs as the rubber-band, Peter rocketed himself towards the the Hulk, flying with hist fist cocked back behind his head. With all his strength and speed behind it, Peter slammed his fist into the right in between the Hulk's eyes, causing him to stumble back and roar in pain, clutching his face. As Peter jumped up off of his big green forehead, he fired a strand of webbing into his palm and held the other in his hand. Flipping over his head and landing on his shoulders, Peter wrapped the webbing over the front of the beast's throat and pulled on it with all his might, digging his heels into the back of his monstrous neck. The Hulk bellowed with rage, trying to grab at the thin string that was choking him but his thick fingers refusing to finding purchase. Peter continued to yank on the webbing, tighter and tighter, until he was positive it was light's out for Mr. Green Machine, when a gigantic hand suddenly reached back and grabbed him it its fingers. The Hulk chucked his thin body like a rag doll, watching him flail in the air. Unable to stop himself, Peter slammed against the street, rolling along the pavement for a long stretch of road until he skidded to a slow stop, moaning. He just laid there facedown for a moment, trying to regain his bearings, his skin stinging with with fresh cuts that began to leak rivers of blood down his back. Peter struggled to his hands and knees, his plan beginning to backfire as exhaustion crept into his muscles, and went rigid when an enormous shadow loomed over his shivering body.

The Hulk stared down at Peter, his massive hands balled at his sides, trails of sweat dripping down his face and muscles. He growled, and raised his fists above his head.

Adrenaline spiked inside Peter, and he rolled to the left, the impact of Hulk's smash sending him flying sideways. He slid against the ground and quickly hopped into a low crouch, breathing heavily. Recovering, Peter sprinted forward, firing a web at the Hulk's gigantic kneecap and running around his leg. The giant green beast grabbed at the air around his feet, trying to snatch little Spidey up in his monstrous fists, but he rolled out of the way and wrapped the webbing around the front of his legs. He then released a flurry of webbing on to the Hulk's feet, trapping them against the ground if for only a moment. Like a red and blue bullet, Peter dashed towards the monster's gigantic body and sprang into the air, his legs out in front of him. His feet slammed against the Hulk's chest, causing him to roar and begin to lose his balance. Then, in a flash, Spider-Man bolted behind the unsteady beast and slammed his fist against the back of his knee, causing it to buckle completely. Peter rolled out of the way, and with a mighty howl, the Hulk tumbled backwards, his shoulders crashing against a tall building and shattering countless windows. The rest of his body slammed against the sidewalk, cracking the concrete beneath it. Without wasting a second, Peter crawled up the damaged building and hopped on to the Hulk's chest, spraying his entire face with a thick layer of webbing. He then began punching the beast's gigantic green face with his fists, his knuckles cracking as they slammed against his thick chin, cheeks, and nose. The Hulk was a practically indestructible being whose body could withstand bullets and bomb blasts without even flinching, however, and although Peter packed a lot of power behind his punches, it just wasn't doing the damaged he needed. The Hulk let out a bellow of rage, his lips ripping through the webbing encasing them, and flung himself forward blindly. Peter jumped backwards off of his collarbone, backflipping as he flew, and fired a web at the windows above the green beast. The Hulk was quick, however, and brought his two meaty palms together in a powerful clap. The impact created a shockwave through the air that sent Peter flying helplessly like a spider caught in a tornado. He crashed through a pastry shop's display window, tumbling backwards in a flailing heap of glass and beautifully decorated cupcakes. He hit the tiled floor roughly, colorful icing splattering all over costume.

"Seriously?" Peter groaned, wiping strawberry frosting off of his face. "All my aunt's hard work, gone to waste. Although I do like the smell of red velvet better than our crappy laundry detergent."

A gigantic green fist crashed through the wall, narrowly missing a sugarcoated Spidey. Peter fired a web at the Hulk's bulging bicep as he sprang to his feet, running up his arm and flipping over his shoulder. But the Hulk was ready this time, and he spun around violently, the back of his hand connecting with Peter's wiry body. Peter slammed into the concrete, gasping as he felt his spine pop painfully and the back of his head snap back against the ground. He laid there, unmoving.

The Hulk reached down, scooping Spider-Man in his beefy fist, trapping Peter's arms against his sides in his iron grip. Peter's head swam, becoming aware of the powerful fingers squeezing his body, and he began to squirm.

"Banner…let me go!" he yelled in a strangled voice, thrashing to escape the beastly hand but without success. "I don't know what the hell has gotten into you, but you have to fight it!"

But Bruce's mind was lost in the sea of rage and distemper. He squeezed Spider-Man like a toy in his hand, causing him to choke and sputter. Black dots began to outline the peripherals of Peter's vision, and his lungs refused to expand. He could feel himself fading into unconsciousness, and his head pitched forward, going silent.

Suddenly, a bright blue blast exploded against the Hulk's face, causing him to howl in agony and drop Spider-Man's limp body. A red and gold object rocketed past the bellowing green monster who was clutching his smoking eyes in pain, caught Peter in its arms, and zipped out of harm's way in one quick turn. The Hulk roared at them from below, but the figure was too quick for him, and was far from his grasp within seconds. Peter's eyes fluttered open beneath his mask, his head and muscles throbbing, and he sucked in a large gasp of air, the feeling of fresh oxygen relieving his starved lungs. He could feel the wind whipping against his open scrapes, alerting him that he was flying at a dangerously fast speed. His body was being held by a pair of cold metal arms.

After about minute more of soaring above the cityscape, Peter felt his carrier land on to the ground. He placed Spider-Man gently on to sidewalk, and he rolled on to his hands and knees, moaning.

"Easy there, Spidey." He heard a familiar robotic voice comfort him, causing Peter to groan in irritation. "Don't move too much - you've taken a serious beating." An amused confusion entered the voice. "Is this…frosting?"

"Aw, crap," Peter muttered, coughing into the ground and feeling his senses coming around. He sat back, clutching his head._ "You _again."

Iron Man laughed boisterously, placing his metal hand on Peter's shoulder. "Funny way to address the guy who's saved your red and blue ass from going ker-splat on the street…what is it, twice now?"

Peter shook his head, clearing the fog that had settled over his mind. "That first time didn't count. _You_ attacked me."

Stark clicked his teeth together. "Actually, it was Clint who shot you down. Without the consent of the rest of us, might I add. You can have a go at him later."

A violent crash echoed in the distance, followed by a mighty roar that seemed to shake the earth beneath them. Tony stood, staring off in the direction that the noise was coming from. He glanced back down at Spider-Man.

"But right now, we need your help. The Hulk isn't our only problem."

"Really?" Peter inquired sarcastically, rolling his aching shoulders. "What's more problematic than a gigantic green monster rampaging around the city?"

To answer his question, a bloodcurdling shriek rang out from high above their heads, causing Peter's heart to jump. The two masked heroes glanced upwards with a start, uneasiness twisting in their stomachs.

A massive figure was crawling up the gigantic flatscreen in center of Times Square, inciting screams and yells from the people on the ground below. The large figure looked as if it was some sort of sickly green armor, with massive crab-like claws hooking into the glass, sending glistening shatters falling on to the crowds beneath it. A long, thick tail swung behind it, with a jaggedly pointed tip that made Peter's skin crawl.

"Two of them."

Peter squinted, struggling to comprehend what he was seeing. "What is that thing?"

Stark shrugged his shoulders and shook his head. "Beats me. Some deranged maniac who got ahold of some dangerous armor that resembles a bug. He struck Banner with that stinger thing, and it caused him to turn."

Peter glanced up at him in shock. "That thing is what made Banner turn into the Hulk?"

Tony nodded slowly, his brow wrinkled in contemplation beneath his metal mask. "He called himself 'Scorpion.'"

Peter looked back up at the hunkering armor climbing up the screen, cursing under his breath. What did this thing want? Who would be insane enough to release the Hulk on to the city? He frowned behind his mask. "I'm starting to think green is New York City's least favorite color. I mean, in like _every_ aspect. Decoration-wise, sports team-wise, dietary-wise, and, oh yeah, the people who terrorize the city-wise." He rubbed his hands along the ground, scraping white icing off of the red fabric and on to the concrete. "So, what do you need from me?"

Iron Man offered Peter his metal hand, which whirred and clicked with the movement of his fingers. "We need you to occupy that Scorpion guy until we can get the Hulk under control. He's not as big and destructive as Banner, so he shouldn't be too tough to handle, but he's already attacked a few people and caused some major to the city…including my house." He hissed under his breath. "Asshole. Once we calm Brucy down, we'll come help you with Scorpion. Do you think you can do that for us?"

Peter laughed raggedly, his voice dripping with distrust. "And how do I know you're not just going to use this as an opportunity to try to snatch me up and drag me off to S.H.I.E.L.D. again? You already tried it once with that cheap 'come with us and you can join the Avengers' trick."

Tony Stark looked down at him, his outstretched hand still hanging in the air. His Iron Man mask suddenly flipped up to reveal his face, which had an icy serious expression on it.

"That wasn't a trick, Spider-Man. I sincerely wanted you to join our team, and I still do. I thought that if you got this whole 'menace' ordeal sorted out with S.H.I.E.L.D., which you could clearly prove them wrong about, you really could become an Avenger." His gaze went downcast. "True, it wasn't guaranteed by Coulson that you would be accepted for sure, but I've seen what you're capable of. The way you whooped our asses the other day - that was convincing enough. And just now, the way you took on the Hulk all on your own to protect this city's people." Tony Stark's eyes softened, unwavering and earnest. "The Avengers need a guy like you."

Peter sat silently, eyes wide, mulling over what Iron Man had just told him. What was this guy playing at? Did he really think that little Peter Parker was capable of being an Avenger? The sincerity in his voice made it seem just that, but Peter did not want to be fooled again. And he still did not want to reveal his identity to anyone. A pat on his shoulder jarred Peter from his thoughts.

"Come on, Spider-Man," Tony Stark said impatiently, a tinge of comical sarcasm in his voice and his usual discourteous demeanor making a reappearance. "All this sappy crap is making me nauseous. We've got a city to save."

Peter laughed authentically, shaking his head. With a heavy sigh, he reached up and grabbed Iron Man's hand, and he helped him to his feet. Peter grimaced as he stood, grabbing his head in his hand as it started to throb again, and let out a groan.

"Are you going to be alright?" Stark asked, patting him gently on the back.

"Sure," Peter answered with a forced smile, fighting the urge to collapse back on to the ground and curl up into a ball. "Y'know, nothing major that the amazing Spider-Man can't handle, correct?"

Tony Stark chuckled, slapping Peter on the shoulder with enthusiasm. "In that case, see yah around." His metal mask dropped back over his face, and he blasted off the pavement, flying off towards the sound of ferocious roaring and buildings being smashed. Peter watched Iron Man soar across the sky until the red and gold suit disappeared behind a towering building, the sound of his repulsor engines fading into the distance before vanishing completely.

Breathing steadily, Spider-Man glanced back over to where the Scorpion thing was, who released another violent screech from his throat that echoed across the city and sent a chill down his back.

"Yeah," Peter sighed, firing a web strand from his wrist that connected to a nearby apartment complex, "see yah."

_**Sorry, no switching of the POV in this chapter. I was going to do it all in one, but that just would've been gigantic, especially when you see how freakin long the next chapter is. Speaking of which, the next chapter is kind of sad and painful. Sorry :P**_


	10. Chapter 10

**_Disclaimer: I don't own anything said in some witty way_**

**_I've been extremely excited to post this chapter because its pretty long, rather intense, and just idk I like it. The ending is going to make you all want to put me into a chokehold, but luckily I'm safely hidden behind this computer screen right here. Thanks for all the encouragement, please keep writing reviews, yay. Now look at the words with your eyes and be filled with the happy. :)_**

_Chapter 10_

When Stark arrived on the scene, everything was in chaos. Buildings were collapsing in avalanches of shattered glass and concrete, a fire hydrant was spewing like a geyser on the street corner and causing a river to flood down the road, and giant potholes the size of mini-vans littered the area, caused by a bombardment of enormous green punches dealt to the pavement. And in the middle of it all stood the muscly green machine himself, snarling and chucking a truck at Black Widow, who rolled out of the way just as the semi crashed against the street right where she had been a moment before.

Tony descended beside Captain America, who was down on one knee, panting heavily.

"What's the plan?" Stark asked him, watching the Hulk slam his fists into a wall that Clint had been hiding behind. The archer flipped backwards, bricks flying all around him, and fired an explosive arrow into the Hulk's face as he spun, causing him to roar.

"We have to find a way to trap him. Keep him contained long enough so that he can cool down." He clutched his stomach, clearly in pain. "If we don't figure this out soon, he's going to take us down along with the entire city."

"Maybe we can drop a building on top of him," Stark suggested, swirling his finger in the air. "There are plenty that he's already softened up a bit. We can lure he underneath one, and then push it on top of him." Stark played out the whole scene on his hands, looking extremely pleased with himself.

Steve shot him an irritated look. "Do you really think toppling a bit of rubble on top of him will keep that mountain of green muscle at bay?"

Stark shrugged helplessly, then his eyes bugged out of his head._ "Duck!"_

The two Avengers hit the deck as a demolished car summersaulted above them, bouncing down the street a bit before skidding to a halt. Stark stood up gingerly, looking back at the Hulk.

"Alright, Plan B. Let's just throw everything we've got at him until he runs out of steam." Stark blasted off the ground and circled around the Hulk's hunkering form, charging up the repulsors on his palms and drilling him with beams of blue energy. The green monster bellowed with rage, swinging his massive hands at the armored man, narrowly missing him.

_Sir, the Hulk's skin is incredibly tensile, _Jarvis' professional-sounding voice informed Tony. _Your weaponry is useless against it._

"I'm not trying to kill him, Jarvis!" Tony yelled out loud, barrel rolling to avoid a gigantic green fist that swung beneath him. "I'm just trying to cool him down!"

_And you're doing a marvelous job, sir,_ the artificial intelligence said smugly as Stark was slammed with a powerful backhand that sent him crashing into a streetlight. Tony rolled across the ground, digging his fist into the pavement to slow himself down. He slid to a stop in a low crouch, breathing heavily.

Captain America watched Stark tumble to the ground, and rose to his feet. He ran to the far right sidewalk of the street, tapping on his earpiece. _Hawkeye, Natasha, you ready?_

_Sure beans, _Clint answered him, his back against the concrete wall of a dark alleyway. He pulled out a rope from one of his vest's pockets. _The ol' trip and treat?_

Natasha sighed exasperatedly, hiding behind a dumpster. _I know where this is going. This better work._

Cap positioned himself on the Hulk's left flank far down the road, staring across the street into Barton's cold eyes. The archer had an arrow loaded into his bow, and he sat silently, waiting for his cue. The two shared a mutual nod.

_Now! Go!_

With a shaky breath, Black Widow sprinted out on to the desolate street before the Hulk, waving her arms around wildly. The burly green monster whirled to face the woman in the middle of the road, huffing furiously.

"Over here, come and get me!" She hollered, and the Hulk didn't need to be told twice. The muscly green beast barreled towards Romanoff, but she stood her ground, waiting for the right moment. As the Hulk approached her with alarming speed, Natasha's heart rate kicked into overdrive.

_Clint! Now, Clint!_

Instantly, Hawkeye let the arrow slip through his fingers, which had the strong cord tied to the end of it that Clint had attached to the base of a conveniently planted tree along the sidewalk. The arrow flew to the other side of the street, and Steve snatched it out of the air in his blue fist. He wrapped the cord firmly around his arm and slammed his shield deep into the ground, supporting his body close against the vibranium weapon, bracing for a major impact.

Oh, and an impact it was. As the Hulk charged towards Natasha, his ankles became caught in the thick cord stretched across the street. The moment the Hulk's weight and momentum made the rope go taut, Steve was wrenched from the ground, his shoulder barely managing to stay in socket, and he was dragged down the road by his arm. The thick tree trunk across from him popped at its base, creaking with the force of the great beast upon it's infrastructure. But the balance the Hulk's massive body had lost in that split-second was enough, and he tripped forward, roaring furiously. He crashed to the ground, muscles rippling violently, leaving a yawning crater in the street beneath him. Natasha didn't waste a moment.

_Now's your chance, Cap! _She yelled into her microphone. Rogers hastily untangled the thick cord from around his arm, sprang to his feet, and charged towards the downed green beast. He jumped high into the air. Raising his shield above his head, he slammed it with all his might against the back of Hulk's head, causing the monster to howl in pain before his face collapsed back on to the pavement. The Hulk went still and silent, and Steve Rogers stood on his neck, heaving mightily.

_I think that did it, _he sighed, securing his shield to his back and staring down at the beast beneath him.

Clint lowered his bow to his side. _Good work, people._

Natasha allowed herself to breath finally. _Now we just wait._

In a flash, a monstrous green hand reached up and grabbed Steve Rogers in a crushing grip, squeezing the breath from his lungs. Captain America gasped in shock, his diaphragm feeling like it was collapsing in on itself as the Hulk rose from his face-down position and lifted the trapped Avenger in front of his menacing green eyes.

"N-no!" He yelled in disbelief, struggling to escape. "Guys! Help me!"

But his teammates weren't fast enough. Cocking back his arm, the Hulk threw Steve Rogers hard against the pavement, his body smashing into the ground with a sickening _thud _and rendering the super-soldier instantly unconscious.

_"__Steve!" _Natasha screamed, sprinting down the road towards the motionless soldier at the feet of the towering green giant. She dropped to her knees, hooking her elbows underneath the lifeless Avenger's armpits, trying desperately to drag him away from the Hulk's smash zone.

_"__Natasha!" _Clint shouted at the top of his lungs, his bow loaded with an explosive arrow. _"Look out!"_

Romanoff glanced up from the limp man in her arms, and saw a massive green leg raised back threateningly in front of her. She didn't have any time to react before the huge foot came swinging forward and slammed into her body, kicking her like a rag doll high into the air. Stark watched his teammate be sent flying, and rocketed into the sky after her. As she began to tumble downwards towards the unforgiving earth, Tony met her in the sky and caught her in a messy jumble of limbs before steadying himself in the air. Her body was deadweight in his arms, and blood dripped down her face from her lips and nose.

_"__You bastard!" _Clint screamed, charging out into the open before the lumbering Hulk, who the green giant instantly turned his attention on to with a snarl. Clint released a relentless onslaught of explosive arrows against the green beast, bombarding his impenetrable skin with significant bursts of pain without mercy. The Hulk roared in agony, swatting at the stinging toothpicks that bounced off his flesh with his fists. As the green monster was preoccupied, Clint rolled between his legs to where the motionless body laid and hoisted Captain America over his shoulders with a grunt. He then began to race down the street with the Avenger's added weight on his back slowing him down.

Stark landed on a safe rooftop with Natasha in his arms, laying her gently on the hard surface, and glanced down at his teammate hauling ass down the road with the unconscious soldier around his shoulders. As the Hulk recovered from the previous attack, his eyes locked on to the figure in the distance. He bellowed with rage, raising his giant fists high above his head.

Tony blasted off the rooftop towards the pair, yelling out, _"Behind you!"_

With Steve's limp body balanced on his shoulders, Clint loaded a sharply pointed arrow into his bow as he ran, aiming it behind himself at the Hulk's eye. Just as he was about to let it fly, the Hulk's balled fists smashed into the road, sending a shock wave through the ground that crumpled the concrete in its wake. The impact beneath his feet made Hawkeye stumble, and he tripped forward as the ground bubbled up and cracked beneath him. Steve fell off his shoulders, but Iron Man soared across the street and caught the unconscious soldier in his arms before he hit the ground. Clint's hand became tangled in the string of his bow as he fell forward, unable to stop himself. Clutching his weapon close to his body, Barton slammed into the ground, tumbling down the street like a crumpled piece of paper. A sharp pain ripped through his body. He rolled and rolled for a long ways, his grip on his bow faltering and causing it to rip from his fingers. Finally, the battered archer came to a messy stop, hearing his weapon clatter to the ground on the street nearby. He coughed and sputtered, staring down at the grubby road he laid facedown on.

_Clint! _He heard Tony's voice yell into his ear, _Are you alright?_

Barton's diaphragm was seized in a violent coughing fit as he tried to rise to his hands and knees. _Yeah, I'm fine, _He answered weakly.

But something felt very wrong.

A wave of nausea suddenly washed over Clint as he laid there, and he became aware of a pain in his side. With a grunt, he rolled on to his back, and the dull ache blossomed into an unbearable agony. He tried to steady his breaths, feeling his skin growing hot and panicky. His eyes wandered slowly down his torso, and landed on something projecting from the dark leather fit snugly to his frame. Disbelief choked his racing heart.

He had an arrow pierced through his body.

Hawkeye gasped for air, trying to keep calm as fabric around the wound grew dark and wet. A red pool began to form underneath him, and his head fell back against the pavement.

_S-Stark_, he coughed into his earpiece with panic in his shaky voice, _I'm hit._

Immediately, Tony placed Captain America on the roof beside Natasha and launched himself towards the downed marksmen in the road, fear rising into his throat. He landed beside his wounded teammate, whose face was growing pale.

"Oh my gosh," Tony gasped, his face mask flipping up as he knelt beside him. The arrow had gone straight through Clint's midsection and was poking out on either side of his body. The wound was slightly to the right of his stomach area. Barton wheezed painfully, fighting to stay conscious. "How the hell…?"

"Arrow…must've stuck me...as I fell," He said weakly, his trembling fingers coiling around the projectile in his abdomen. He let out a pathetic laugh. "Damn idiot."

The Hulk roared at the two men from a distance, flinging his fists about in fury. Tony swallowed nervously.

"We gotta get you to safety," He said indignantly, trying to tuck his hands under the injured man. Clint let out a weak wail of agony as the arrow lodged in his flesh shifted about with the movement, and Tony flinched back, feeling helpless as his teammate's blood dripped from his fingers. The Hulk began to charge at them.

"We have to move!" He yelled in dismay, supporting Barton's limp head in his hand as he struggled to breathe. Barton's eyes looked glazed as he tried to retain his grip on reality, and blood was pooling in his mouth. Tony shoved his hands under his friend's body, causing him to cry out and sputter painfully, and he slowly lifted him into his arms, careful not to touch the impaled arrow. Stark rose to his feet with Barton's limp form against his armored body, watching the blood drip from the arrow's sharpened tip and splatter on to the ground. He turned around, about to fly off to safety, but the Hulk was already upon them. It seemed as if the giant green monster's massive fist was moving in slow motion towards the two Avengers, and there was nothing Tony Stark could do. Escape was impossible. He had been too late. He braced himself for the impact.

An object suddenly came soaring from behind them with unbelievable speed and slammed into the Hulk's thick green jaw with a violent _crack. _The muscly green beast was sent flying backwards, roaring with rage, and collided with the ground heavily, leaving a trail of splintering concrete in his wake. The metal object that had dealt the savior's blow flew back behind them, and Iron Man turned around slowly, stunned.

In a flash of lightning and with an echoing boom of thunder, a man decorated with extravagant body armor and a billowing red cape crashed to the earth, his long golden hair flowing around his face. His hand shot out, grabbing the uru metal hammer in his powerful fist, and he rose to his feet, standing heroically in the middle of the street.

"Thor, the son of Odin and warrior of Asgard, has arrived."

Tony blinked in shock, speechless for a moment, then stared down at the ground and shook his head, chuckling. "Why do you always have to be so damn theatrical?"

Thor strolled forward towards his teammates, small sparks bouncing off of his body.

"I received word that there was danger on Earth, so I came as quickly as I could." He stared down at the injured archer in Tony's metal arms. "Is the wound severe?"

Clint coughed and sputtered, spewing droplets of blood from his mouth.

"It's pretty bad," Stark answered, his fingers cradling the Avenger's limp head in his arms. "I have to get him to a doctor. The others aren't so hot either, but I can't risk carrying them all - they might bump against the arrow and injure Clint worse. I'll have to come back for them." He glanced up at Thor with amusement sparkling in his eyes. "Think you can handle ham hands over there?"

The Asgardian prince smirked, spinning his hammer like the propeller of an airplane in his hand and lifting off of the ground.

"With pleasure."

Thor flew towards the Hulk, who was rising to his feet sluggishly, and slammed his hammer against the green beast's temple, causing him to crash into the wall of a building with a roar of frustration. The Hulk jumped to his feet with an ear-splitting howl and swung his fists at the flying Asgardian, who circled him like a vulture.

Stark hovered above the ground, watching the raging battle of brawn before him with interest, then turned around in one swift movement and took off down the street, holding his injured teammate in his arms with care as he searched for a hospital.

Thor swung his hammer with all him might, smashing it in a powerful uppercut against the Hulk's chin. The Hulk was catapulted backwards, crashing into the earth and groaning. Thor jumped on to the downed beast's stomach, glaring at him fiercely.

"I wish not to hurt you, Banner," he said to the Hulk, who growled in his throat as he laid on the ground. "But I shall if I must. We are your friends. You have to think!"

The green beast sprung back to life, thrashing and roaring, and Thor flew into the air. Mjölnir in hand, he fell towards the Hulk, slamming his hammer against his stomach. The Hulk roared in agony, clawing at the uru weapon on his abdomen, but to no avail. Thor left the hammer on the green giant's body, trapping him against the ground so that he couldn't move. Rolling off of the muscly beast to escape his furious tantrum, Thor landed on to the desolated street and spun around, admiring his work.

"I warned you so, my friend," Thor told the screeching Hulk as he tried to pull the hammer off of his body. "You just sit right there until you shrink back down to a Banner-sized man." A sound behind him suddenly startled the Avenger, and he glanced upwards, his eyes catching movement on top of the roof of a nearby building.

"Uh…oh man…" Steve Rogers' eyelids slid open sluggishly, and he squinted as the setting sun's light invaded his pupils. A nauseating headache settled over him, and he reached up, rubbing his forehead. "What…happened?" Steve glanced to his left, where Natasha laid unconscious, trails of blood slithering down her face. Swallowing, the super-soldier hesitantly sat upwards, his eyes shut tight as he massaged his temples, trying to recall the situation. He vaguely remembered the Hulk snatching him up and throwing him against the ground, then everything going black. He must've been knocked out cold from the impact. That would explain his skull-splitting headache that felt as if it was about to pop his brain like a grape. The sound of the Hulk's shrieks startled him from his pain and caused him to glance down at the street below, and a weak smile played across his lips.

"Well, if it isn't my favorite Asgardian prince, here to rescue." Steve let out a laugh that caused his head to throb, gingerly slipping off his Captain America mask and rubbing at his short blonde hair. "When did you show up?"

"I arrived quite recently to aid you in your spar against the Bruce Banner," Thor answered, staring up at Steve from his position on the street. "Are you and lady Romanoff alright?"

Steve glanced back over at Natasha, who was sprawled across the rooftop in a messy heap, her eyes closed and her mouth and nose dripping with blood. Thankfully, her chest was rising and falling with steady breathing, which gave Cap a slight feeling of relief.

"She must've been hit pretty hard," he yelled down to Thor, "but I think she's okay. Just unconscious." Something suddenly buzzed in Steve's ear, causing him to jump. A spark suddenly zapped him, and he yanked the earpiece that the Avengers used to communicate with out of his ear with a yelp. It fell apart in his hand, sparking and fizzing before going silent.

"Must've broken whenever the Hulk threw me against the ground," he said, letting the pieces crumble between his fingers. A small voice then caught his attention, barely audible. He glanced over at Natasha, who laid there silently. The sound was coming from her earpiece. He reached over and took it from her ear, holding it up against his.

"Is anyone there?" he asked, rubbing his aching forehead. "Stark?"

_Steve? _he heard on the other end, _Is that you?_

"Yeah, it's me," he answered with a sigh, his hand dropping to his side. "Where are you?"

_I'm with Barton at the hospital, _he remarked with concern in his voice. _He was impaled by one of his arrows after the Hulk sent him flying._

"Are…are you serious?" Steve inquired, fear spiking in his chest. "Is he alright?"

There was a pause on the other end before Tony answered. _I'm not sure yet. He lost a lot of blood when he was with me, and the doctors just took him away. _

Rogers tried to imagine the stone cold Clint Barton in a hospitable bed with a bunch of doctors tending to his injured self and hooking him up to medical machines, but simply couldn't.

_How about you? _Stark asked him suddenly. _How are you holding up?_

Steve blinked his eyes a few times, a pressure feeling as if it was pushing on the back of his eyeballs. "I've got a severe headache and some pretty impressive bruises on my neck, but other than that, I'm alright."

_How's Natasha? _

Steve glanced over at the unconscious woman as he spoke. "She's still out. She's still breathing, but she hasn't moved at all. She really needs a doctor."

_I'll head over there right now and pick her up, _Stark assured him. _What about you?_

"I'm stable enough," Steve chuckled, rolling his aching head and shoulders. "Thor has Banner under control for now, so I'm just sitting up here." He looked down at the green beast, who had gone still and quiet. "Have anything for me to do?"

_Spider-Man went after that Scorpion guy, and I told him that we'd help him out after we stopped the Hulk. Think you've got enough in you for another fight?_

Steve laughed lightly, looking up at the sky. "Don't I always?" Then he faltered a bit. "Wait, is Spider-Man actually working with us?"

_More or less, _Stark answered uncertainly from the other end. _We may not be on the best of terms at the moment, but we've both got the same goal in mind - protecting the world and all that._

Steve sighed heavily, rising to his feet. "Alright, I'll see what I can do." He placed the earpiece back into Natasha's ear, abandoning the only communication device he had between himself and his teammates, then carefully dropped himself off of the roof's edge, rolling along the ground to dampen his landing. With a final glance back at Thor and the Hulk, Captain America took off down the road towards the gleaming epicenter of New York City: Times Square.

"Don't do anything stupid," Stark ordered him, but without an answer. Shaking his head, Iron Man walked out on to the busy New York streets, the light of day fading fast behind the towering city skyline, and placed his hands at his sides, palms down. With a small ping indicating the repulsors in his armored gloves were glowing to life, he blasted off of the ground and zipped back towards the demolished street where the entire catastrophe had played out, and where his friends needed his help. He didn't slow down until his teammate's motionless body came into his view, and with quick movements he scooped her up into his heavy metal arms and soared back towards the hospital, watching as the clouds in the sky turned blood red from the sinking sun.

Natasha Romanoff had a pretty serious concussion. Along with that, four broken ribs, a bruised diaphragm, and a busted up lip that needed stitches as a cherry on top. The doctors told Tony that they needed to run a cat scan to check for any serious head trauma, but that they believed she was going to be alright. The news provided the weary Avenger a tinge of relief.

After hours of sitting idly in the waiting room, the door to the Clint's recovery room opened suddenly. "Mr. Stark?"

Tony glanced up, alarmed, then allowed himself to breathe. He stood and walked up to the doctor.

"Is he going to be alright?" He asked, a slight hesitation in his words.

The surgeon looked the armored man before her up and down with an an unreadable expression before answering. "He's stable enough for now. After removing the arrow from his abdomen, we discovered it had grazed his left kidney, which caused a bit of internal bleeding that we've managed to patch up. We had to give him a blood transfusion because of the blood loss he suffered from the entry and exit wound. All that considered, his body is responding well to the surgery and treatment. You can see him if you wish, but I'd prefer if you left that suit of yours out here. And disinfected your hands."

With a signal to Jarvis, Iron Man's suit began to disassemble from his body, thousands of whirring gears and parts that no one but the great Tony Stark could understand twisting and popping and rotating. Within moments, the armor had folded itself off of Stark's body and into the form of a thick metal suitcase, which Tony presumed to pick up in his hand with an awkward smirk at the surgeon. She did not seem impressed, but stepped sideways to allow him to enter. Clenching his fists, he walked in, hit with the unnerving smell of seemingly unnatural cleanliness and feeling overwhelmed by the amount of white in the room. He obediently squirted some disinfectant into his palms and placed his suitcase on the floor.

There laid Clint Barton on the hospital bend, a plethora of snaking tubes and beeping devices hooked up to his broken body. A thin blue sheet was laid over him, hiding the ugly wound beneath it. His eyelids were barely slitted open, staring down at nothing in particular in some sort of hazy trance until Stark entered the room, and he glanced up.

"Hey, Barton," Stark said quietly and with a forced smile, rolling a stool up next to his bedside. He sat down in it, his hands placed stiffly on his knees. "How're you doing?"

Clint blinked a few times, a bit dazed, before a weak grin played along his lips. "I've been better," he answered with sarcasm in his voice, staring down at his stomach. "The doctors said I gotta stay here for at least week to recover. Assholes."

"Don't be an idiot, Clint," Tony instructed him. "For once, just be a good patient and do as you're told. You're no use to us in the condition you're in, so you're just going to sit right here and _heal."_

Clint sighed audibly, staring over at the window, where the darkness of night was beginning to envelope the city below. "How are the others?"

"After you were hit, Thor showed up and saved the day with his hammer and billowing golden hair." Tony fluffed at imaginary locks around his head for affect. "He said he could handle the Hulk, which he was doing a pretty good job of when I left. Then Spangles rang me up and told me he was going after the Scorpion guy to help Spider-Man, so I guess he's alright, too."

Clint swallowed. "And…Natasha?" he asked, unable to hide the concern in his voice.

A knowing smile spread across Tony's face, and he leaned back casually. "She got roughed up pretty bad. Concussion, Bruised diaphragm, few broken ribs, y'know. I think she'll be okay, though. She's tough."

"Yeah," Clint agreed with a tinge of relief in his words, "she is." He looked back over at Stark. "So what are you still doing here?"

"Babysitting you two imbeciles," Stark answered with a laugh. "I had to care flight you 'master assassins' here and hand you over to the doctors. Just wanted to wait to make sure you were alright."

Barton looked mildly irritated. "We're fine," he remarked coldly, his eyebrows wrinkling together. "You're not needed here, Stark. If Captain America is out fighting that crazy green robot thing after the beating he just took, he's going to need some help. You should be there, fighting with him." He shifted around a bit, grimacing. "You might even be able to capture that spider guy, if he's there with them."

Stark clicked his teeth together, his laughter running dry. Then he held his hands up in the air in surrender, smirking. "Alright, alright. No need to get all worked up about it, Clinty." He rose to his feet, turning towards the door. He reached down and picked up his Iron Man suitcase.

"I'll be back in a while, when all this is over with." He glanced over his shoulder, a look of amusement in his eyes. "You rest up while we're gone, you hear?"

Clint rolled his sharp blue eyes, but nodded his head, weakly raising his fist in the air. With that, Stark left the hospital, giving the nurse a wink as he walked out the doors. She didn't seem interested.

After reentering his Iron Man armor, Stark soared through the deep black sky, staring down at the twinkling city below. He tried to ask Steve where he was in his earpiece, but the super-soldier wouldn't answer. When he spotted the buzzing Times Square, pulsating with energy and lights, he banked downwards, scanning the area behind his mask. He approached the ground quickly, and landed on the concrete with a metallic _clank. _His presence incited an uproar of murmuring and gasping from the swarming people around him, and he stared around, puzzled. He marched up to a random man in the crowd, who squeaked in surprise.

"Hey, you," Tony snapped, grabbing the man by his collar, who shrunk underneath the metal man's intimidating gaze. His mask flipped upwards. "Was there a big green metal thing here recently?"

The man gaped for a moment, speechless, before answering in a shivery voice, "Y-yes, there was! It was fighting Spider-Man for a while, and then - " he stopped suddenly, his shoulders relaxing a bit. "Dude I gotta tell yah, I'm like your biggest fan. Could I, like, get your autograph or - "

Stark shook him roughly, growing impatient. _"Where?_ Which way did it go?"

Startled, the man pointed a trembling finger to his right. "It ran off that way! That's all I saw! The thing looked like it was injured, but it was still moving pretty fast, so I don't know how far it might've - "

Without allowing the fanboy to finish, Stark blasted from the ground in the direction the man had informed him Scorpion had gone, whipping up the air around the crowd and causing them to cry out in surprise. As he zipped above the people's heads, he heard the man yell after him excitedly, "You're my hero!"

"Ew," Stark scoffed to himself as he whipped around the corner, scoping the roads and alleyways before him. He flew for a few minutes, passing druggies and smokers and drunkards, who all stared up at him with skewed interest on their faces, but found no sign of Scorpion. As he began to grow frustrated, he found himself in a four way crossroad connecting the dark alleys into a intersecting labyrinth, and he cursed under his breath, landing in the center. He spun around in a circle, debating which way to take. Then a sickening noise sent a chill down his spine.

Tony Stark slowly turned around, and in the faint light of the glowing moon above and the flickering bulbs that dotted the alleyway's vacant walls, his eyes landed upon a large heap of green metal that was collapsed on the ground. The man in the armor was making a disturbing gurgling sound deep in his throat, and a long streak of blood along the grimy concrete trailed behind his body as he pathetically dragged himself forward, his suit's metal screeching against the ground. He pulled himself forward by one green claw, the other twisted painfully backwards at an unnatural angle. The insectile armor was peppered with deep cracks and huge craters, and a dark purple liquid seeped from the end of his spiked tail, which dragged uselessly behind him.

Stark walked up to Scorpion cautiously, approaching the horribly beaten armor on high alert. He stopped beside Scorpion's head, and the man inside sputtered and gagged on his own blood, barely able to breath. Tony felt a sickening knot twist in his stomach. He leered down at the mutilated villain, a deep hatred boiling up within him.

"This is what you get," he told Scorpion mercilessly, his metal fists balled at his sides. "Thanks to you, my teammates almost died, and you endangered thousands of others. You deserve what you've got."

The man inside the armor hacked and gasped in response, unable to speak. He was dying. A part of Tony Stark wanted to leave the beast of a man to suffer, to die a slow and painful death, choking on his own blood and agony. That's what he deserved. He'd activated the Hulk and attacked innocent people because of his own personal problems, dragging an entire city into something they had nothing to do with. It was cruel.

But then again, as Stark stared down at the suffering man, so was leaving him like this. With a frustrated sigh, Stark bent down beside the insectile armor's broken body. Raising him metal hand, he placed his palm against Scorpion's armored head. The repulsors in his hand pinged shrilly to life, and with a loud blast, a beam was released from his metal gauntlet, echoing down the crisscrossing alleyways and painting the walls with dancing blue light.

Scorpion was dead.

Breathing heavily, Tony Stark rose to his feet, the air around him feeling cold and tense. The sounds of the city buzzed dully; beeping cars and police sirens howling far in the distance. He began to turn around, ready to leave the deceased man behind and find the rest of his team, when something red caught his eye. He whirled on his heels, staring at Scorpion's broken claw that laid unmoving against the bloodstained ground. Tony sped around the collapsed armor's body, his mouth agape in shock and disbelief. He reached down and wrapped his metal fingers around the torn red material, which was being clutched between Scorpion's pinchers. Holding it up in front of his face, a cold stone formed in his stomach.

"Oh no," he whispered, his voice full dread.

It was Spider-Man's mask.

**_:O oh dear. Oh snap. Oh shamalamadingdong what happened? You'll have to wait and see! Ch...11 is it? This next chapter is the chapter I've been the absolute most excited to write and I have no idea why. I feel like I'm going to enjoy it a lot more than you guys, cuz its really dark and sad and aaaa. Also, does this chapter remind anyone of Attack on Titan? Anyhoo, hoped you liked it! :)_**

**_Oh, and I'm leaving on Sunday for 9 days. I'm going to Costa Rica with my family on a vacation :O pretty awesome. But I don't think I'm going to be able to update in that time, so I may or may not post TWO chapters Saturday night...if I'm feeling nice...Maybe if you ask nicely lol XD Love you all and thanks for enjoying this craycray story of mine. :D_**


	11. Chapter 11

_**Disclaimer: I don'teth owneth anythingith**_

_**Alright, alright you guys convinced me. Yes, I will be posting TWO chapters today before I leave for vacay, so read them slowly so they last you over the course of my trip XD yeah right. This chapter has always been the one I wanted to get to **_**_sooo bad, and it's finally here! I really feel like I like it more than any of you trolls will, but oh well, yay me. :P Anyhoo, just read iit! Read iiit! MJ reference :D_**

_Chapter 11_

Peter swung high above the street, marveling at the wind whipping past his body and the bubbly feeling that fluttered in his stomach whenever he would fall back down towards the earth below, catching himself at just the right moment with a flick of his wrist and then repeating the thrilling cycle. Whatever problems he was facing, whatever crazy issue was thrown into his already upside-down life, flying above the world in his Spider-Man costume like this always seemed to clear it from his mind, and grant him a strange inner peace.

Of course, the feeling only lasted a moment, especially when there was a giant green metal monster waiting to whoop his ass down the road.

Peter flipped on to the side of a building, clinging to the window and staring down at Times Square below him, where an uproar from the swarming crowd met his ears. Peter's eyes locked on to the insectile armor scaling the gigantic television screen, and he watched as it jabbed its claw into the shimmery glass, sending a crack ripping across the wall and an enormous shard of sparkling glass careening towards the people below.

_"__No!" _Peter yelled, flinging himself off the building and falling like a bullet towards the ground. Innocent people's screams rang out from the crowd as the glass shard approached, and they began scattering like ants in a fruitless attempt to avoid it. Peter continued falling, picking up speed, closing in on his target.

As he grew nearer, he fired one web-shooter at the building the screen was attached to and his other at the spiraling glass shard beneath him, and landed against the tower's windows. Gripping the web strands tightly in his two fists, he leaned low against the window's glass, groaning with effort. The gigantic glass shard's weight fell upon his body, causing his webs to grow taut and pull on his muscles. With a violent yank, Peter whipped the huge piece of glass upwards just before it crushed the people beneath it, sending it flying. The glass flipped as it flew skyward, until it was high above the building. With a loud crash, the shard shattered on top of the tower's roof, showering tiny bits of glass on to the people below, but otherwise leaving them unharmed. The crowd cheered from the ground, and Peter sighed with relief. He glanced up, and his joy immediately faded. A pair of insect-like eyes were leering down into his, and they did not look happy. The green armored man turned around and began climbing towards the roof, and after a moment of hesitation, Peter crawled after him.

As Spider-Man rounded the crown of the building, he landed on the rooftop in a low crouch. He lifted his gaze, and it landed on the towering sickly green armor hunched over before him, who stood with his claws hanging low to the ground. The entire metal suit appeared to be coated in a thin layer of shiny purple slime, which glistened in the red sunlight and dripped on to the concrete around him. Peter swallowed the fear that had knotted in his throat and rose to his feet, placing his hands on his hips.

"What's your name again?" he asked the man in the suit, who stared back at him silently. "Scorpion, right?" Peter shook his head back and forth in disbelief. "Come on, man. Have a little originality! The position of a guy running around New York in a mask and naming himself after bugs has already been occupied by _moi."_ He stroked at his chin, pretending to be in deep contemplation. "Have you tried Brooklyn?"

_"__Spider-Man," _The man in the armor hissed between his teeth, a disturbing excitement in his voice. _"Another idiot trying to protect this unholy city from what it deserves. I'll be more than happy to kill you."_

"No thanks," Peter remarked quickly. "I prefer living. And New York City isn't that bad. Sure, the street side hot dogs might permanently damage your colon and every other person you bump into may be after the change in your pocket, but it all kinda grows on you after a while."

_"__This city is what turned me into this!" _the Scorpion screeched, his serrated tail thrashing back and forth behind him threateningly. _"I want them to feel the pain I'm feeling! All of them! The hopelessness I've been saddled with, trapped inside this suit!" _He slammed his giant claw into the roof, leaving a crater in the gray concrete. _"They created a monster, so a monster I will be."_

Peter shook his head, holding his hands out carefully. "You can't lump an entire city's population into something that only a few people did to you. It's not right, and it won't solve anything. You'll still be in the same situation, except with innocent blood on your hands."

_"__You wouldn't understand,"_ he growled at Peter with pain in his voice. _"It's easy for you to want to protect these people. This city _worships_ you." _The Scorpion turned around, staring at the buildings that crowded the land below. _"The only thing these people consider me is a deranged maniac. It may have been the scientists at Oscorp who changed me into..._whatever_ I am...to be forever trapped in this suit of armor, but it's the cruelty and the insults of this city's people than turned me into a murderer." _

"Please," Spider-Man begged, walking closer to the armored man. "You don't have to do this. We can get you help. Just take a moment to _think."_

Scorpion let out an unsettling cackle that made Peter's skin bubble with goosebumps._ "I _have _been thinking. And this is what I've decided." _He whirled around, the beady, expressionless eyes of his mask glaring at him sinisterly.

_"__I'm going kill every damn person in this city. Starting with _you."

Scorpion's tail suddenly whipped forward, stabbing into the concrete roof just as Peter's spidey sense went haywire and made him flip backwards, narrowly evading the sickeningly sharp end. He landed on the edge of the building's crown, windmilling his arms slightly before realizing he had sticky feet, then rolled back on to the rooftop, steadying himself with a hand on the ground. Peter began firing quick spurts of webbing from his wrists at the insectile armor, which he expected to pin the metal giant to the ground and clog up his suit, just as it had done with Iron Man. But to his shock, the webbing slid from the armor's metal uselessly, refusing to stick to its shiny surface. He sprung upwards and rolled as Scorpion's thick tail swung over under his feet, hissing with irritation.

_What the hell? _Peter thought frustratedly, a panicky confusion bubbling inside of him. _Why won't my webs stick to him?_

Scorpion laughed insanely, snapping one of his powerful claws uncomfortably close to Spider-Man's face. _"Having trouble, little spider?" _he giggled mockingly, moving much faster than Peter had expected such a clunky-looking armor to be able to. _"Go ahead, shoot all the webbing you want at me! I coated myself in a layer of my venom after I saw you chasing me up the building, which has made my armor nice and slick, as well as deadly to anyone who's skin it touches!"_ He lashed out at Peter with his serrated stinger, which he dodged with a sideways summersault and a kick against the solid tail's metal framework that didn't even scratch its surface. He landed on his feet, breathing heavily.

_I just have to stall him, _Peter reminded himself, feeling sick at the thought of just how much he wanted the Avengers to show up right about now. _But I have to keep him from trying to hurt anybody else._

_"__This city isn't worth protecting, Spider-Man," _Scorpion growled in his throat. _"Its people are demons! Throwing your life away for their sake is a waste of your being. You should join me in my massacre of justice, and in exchange I won't kill you right here and now."_

"Yeah, that sounds fun," Peter remarked sarcastically, trying to catch his breath. "Spidey and Scorpion, the unstoppable pair. Has a nice ring to it." He glared at the insectile armor through his mask. "But I have an moral obligation to uphold, passed down to me from my late father and uncle. I'm going to protect these people, even if they don't care, and even if I end up dying by the wayside because of it. Also, that ugly green doesn't go well with my bright red. Too Christmassy."

The Scorpion clicked his claws together, a devilish smile on his hidden face as he spoke. _"I suppose idiocy runs in your family, then. It's no wonder a fool like you was created from their imbecilic bloodline."_

The last words spoken by the armored man standing before Peter incited a tsunami of rage to boil violently inside of him. Going on the offense, Peter fired a web between the Scorpion's legs and launched himself towards the armor, delivering a solid punch to his stomach that sent him soaring backwards and crashing heavily into concrete roof. He sputtered in surprise, kicking his legs in the air a bit before letting out a strangled laugh, stumbling back to his feet.

_"__Ha ha! Did I strike a nerve, Spidey? That's good. Hunting your prey is never fun unless it has a little fight in it!"_ He charged towards Peter, swinging his gigantic tail like a wrecking ball. Peter easily jumped over it again, but Scorpion was expecting it this time and whipped his tail back around before Spider-Man had landed, and it slammed powerfully against his body, causing him to roll along the rooftop, groaning. His recent brawl with the Hulk was _not_ doing him any favors as his head and spine pains were reawakened from the impact. He recovered almost instantly, however, and sprinted towards the insectile armor, connecting a strong punch against Scorpion's jaw. He shrieked with surprise at the attack, and began rapidly jabbing his tail at Peter's body without a second passing between each lash. Spider-Man ducked and dodged the deadly stinger with incredible ease, his enhanced reaction abilities and reflexes allowing him to move with unnatural agility. He dropped low to the ground, the jagged tail's tip stabbing repeatedly into the concrete inches from his face, kicking up sparks and leaving splotches of purple ooze with each strike. With lightening speed, he rolled along the rooftop and out of the sharp tail's assail, whipping his legs against Scorpion's ankles and knocking him off balance. As he stumbled, Peter jumped on top of him, having barely any traction on the slimy armor's surface, and slugged him in the face, cracking his reflective green eyepiece and causing him to cry out. His spidey sense suddenly went off in his head, and he jumped to the right, feeling the momentum of the gigantic stinger whoosh past his face, barely missing the back of his head. As he flew through the air, he shot a web at the bottom of Scorpion's overturned foot, which had not been exposed to the poisonous mucus coating, and wrapped the webbing around his hand before landing against the roof. With a yell, and using all of his super spidey strength, Peter yanked the strand of webbing from behind his head and slammed it forward against the concrete, bringing the giant green armor with it. Scorpion swung high above his head, screeching, before crashing hard against the rooftop, landing facedown this time, and letting out an elongated moan. Peter breathed roughly, staring at the unmoving armor, trying to quell the anger twisting in his stomach, when he heard Scorpion cough a few times before chuckling quietly.

_"__They were doing the exact thing you're doing right now, weren't they?" _he hissed with sadistic laughter in his voice, still lying against the concrete. _"Your father. Your uncle. Trying to do the right thing. Trying to help people who didn't give a single damn about their existence. That's what got them killed, isn't it?"_

A sickening coldness overcame Peter's body. As he thought back to the days of his family members' deaths, he realized that Scorpion was right. His Uncle Ben had been shot while trying to wrestle a gun away from a runaway thief. His father had died in a plane crash while trying to protect the world from his research that Oscorp was going to use to manufacture biological weapons. Both of them had put their own wellbeing aside for the sake of others who didn't even know who they were or cared at all for what they were doing for them, and both of them had lost their lives because of it. Peter's stunned silence answered Scorpion's question, and he let out a boisterous laugh, crawling to his feet.

_"__So it's true! Well, isn't that just sweet. Little Spidey trying to follow in daddy's footsteps, living out his legacy like a good son should." _The insectile armor slithered about as he spoke, his voice harsh and raspy. _"Even though the only thing he left behind for you to look up to is a foolish waste of a life and a completely meaningless death. And, just like him, that's all you're ever going to add up to, Spider-Man." _

Peter stood up slowly, his fists clenched tight at his sides, his head slightly hung. His teeth were gritted in his mouth, and he felt an anger he'd never felt before starting to swallow his heart. With all he was, he wanted to let the rage take over his body again, allow it to consume his soul and drive his actions. But if he let that happen, he would become no better than the murderous armored man that sat before him, and he'd be denying everything he claimed to be, everything his family wanted for and of him, and everything that he as a person wanted to become. Peter's fingers suddenly relaxed, his jaw unclenched, and a strange peace settled over him. He lifted his face to stare directly at Scorpion.

"Maybe you're right. Maybe they were fools, and maybe they threw their lives away for people who didn't even care." Peter stepped forward, pointing his gloved finger at the armored man. "But at least they had hope in something worth living for and worth dying for. They knew what truly mattered in this world: helping others with whatever power they possessed. They believed in that, and they fought and died for that belief knowing that it was worth it. Because they knew that even if they fell short while pursuing that belief, there was no better way for them to live." Sweat beaded off Peter's forehead, and he balled his fists at his sides. "That's something I learned from them, and something that you wouldn't understand. You took the easy way out by giving up on hope and choosing to surrender to this world. You let others define you as a monster, rather than putting your purpose in something _you _believed in. It doesn't matter what you've been turned into, what matters is what you want to become. And you don't have to be a monster."

Scorpion sat silently for a moment, staring at Peter unwaveringly with his unreadable green eyes. Then he let out a mocking laugh, slamming his enormous claws against the rooftop. _"I'm truly moved. If I could provide you with a much deserved slow clap I would, but these,"_ he held up his large insect-like claws, which glistened with purple venom, _"make it a bit difficult. I wasn't kidding when I told you that you were going to die a meaningless death like your family, Spider-Man." _Scorpion walked over to the edge of the building's roof, his insectile armored suit whirring and clanking with his movement. The sinister grin plastered on his face seeped through his words.

_"__Why don't you just get it over with now, and with my help, your death will at least provide the public with a little bit of…_entertainment."

Instantly, Scorpion lashed out at Spider-Man with his claws, which snapped dangerously close to Peter's arm. Peter reacted by trying to jump away from his attacker, but Scorpion yanked his foot backwards, which caused the webbing that was still attached to it and still coiled around Peter's hand to go taut. Unable to adjust in time, Peter tumbled forward, dragged towards the insectile armor by his wrist. In that moment, one of Scorpion's thick metal claws latched on to Peter's arm, causing him to yell out in pain. The sharp pinchers' edges dug into his skin and began to burn like fire. He struggled to squirm free, his hands and feet uselessly sliding around against the armor's metal as he tried to push off of its slippery surface. Scorpion held him out over the edge of the rooftop where the crowds of people swarmed below, appearing miles away.

_"__Once you're dead, I'll drop your lifeless body to your adoring fans below,"_ the green armor said demonically, watching Peter fighting to escape the iron grip he had on his arm without success. _"After they've finished screaming in terror from your entrails thoroughly painting the sidewalk, I'll kill them all without anyone to get in my way." _His serrated scorpion tail rose up from behind him, dripping with venom, and shot towards Peter's face. _"Say hi to your daddy and uncle for me, Spider-Man."_

Frantically, Peter fired a spurt of webbing at the eyeglasses on Scorpion's mask, causing him to jump back in startled surprise from the sudden impact and blindness. Nearing the wall, Spider-Man swung forward, and with a strong kick of his legs, he pushed off the side of the building. Scorpion faltered for a moment, realizing what was happening as his momentum pitched forward, and he wobbled as he tried to catch his balance. But it was too late, and with a strangled screech of fear, the sickly green armor toppled off the edge of the tower, and he and Spider-Man began to plummet towards the earth below.

The wind whipped past Peter's body as he struggled to free his arm from the claw's crushing grip, but his efforts still proved useless. The ground below was approaching faster and faster, and Scorpion was holding Peter's body underneath his so that he would receive the full frontal assault of the forthcoming crash against the concrete. He thought about firing his free hand's web-shooter at the building to stop their rapid descent, but with the speed they were falling at, the incredible weight of Scorpion's green armor added to his, and the unrelenting hold the claw had on Peter's forearm, the jolt created by the sudden halt could end up tearing Peter's arm off, even with his body's enhanced durability. As he searched around, desperately looking for a way out of the undesirable death awaiting him at the earth below, he noticed a deep dent in the green armor's stomach. It had been created from his earlier attack up on the roof, and blood was seeping in between the armor's bruised plates. Without a moment to spare, Peter began punching against the weak spot over and over again, causing Scorpion to roar in pain. The armor cracked and splintered beneath the punches, leaking long streams of blood. Cocking his arm back far behind his head with his palm laid flat, he jabbed his fingers through the green metal and into the body of the man inside. Peter felt his hand slip past slimy muscles and organs, and a sickening warmness drenched his skin. Scorpion screamed with unimaginable agony, and Peter felt the grip on his arm loosen. He wrenched his hand from his stomach, yanked his arm out of the powerful claw's grasp, and scrambled on to the armor's back. Then they met the ground.

The crash caused Peter's skull to rattle, and he bounced off Scorpion's armor and rolled along the earth, bumping against the wall with a groan. His head spun, and his vision was swirling and blurry. He could feel a horrible burning sensation on his arm where the Scorpion's claw had torn into his skin. The venom that he had coated his armor in must have dripped into his open flesh, and it was beginning to seep into Peter's bloodstream and take its toll on his body. As he stared up from where he laid, fighting to come to his senses, he noticed a wall of silhouetted figures inching towards them, and a splurge of intertwining voices met his ears. His eyes struggled to focus, and he realized that he and the Scorpion's crash site was surrounded by an enormous crowd of New Yorkers, all staring at them in awe and interest. Peter sat up, clutching his throbbing head, when his spidey sense exploded inside his skull. He was on his feet in an instant, running towards the people looking at the crushed green armor curiously.

_"__Get back!" _He yelled at them, and they all flinched away just as Scorpion's massive tail whipped out and swung at them. It's glistening metal barely missed their frightful faces, but Peter wasn't so lucky. He jumped upwards to try to avoid it, but the tail swung high and the side of it and rammed into Peter's chest. He flew backwards, and the back of his head slammed hard against the wall of the building. The violent impact was too much for the beaten hero, and he collapsed to the ground, unconscious. The crowds of people scrambled away from Scorpion while gasping and yelling, who rose unsteadily from the crater his body had formed in the pavement, a bloody and broken mess. Fury boiled inside of his twisted soul, and he turned to the New Yorkers, who now surrounded them in a wide circle, and growled.

_"__Look at your hero, now," _he hissed, blood gurgling in his throat. _"A pathetic life wasted on trying to protect you disgusting, unworthy people." _He hobbled over to Peter's motionless body, choking and gasping, his contorted armor screeching as he walked. Scorpion reached down, grabbing Spider-Man's limp form in his massive claw, and held him up for everyone to see. _"He'll be the first to die in my purge of this city's population; your little emblem of hope, murdered right before your eyes. His death will be a symbol of the doom that will soon fall upon all of you." _Police sirens were howling in the distance, leaving the scene where the Hulk had been neutralized and flying towards the chaos at Times Square. The crowd stared in horror at the insectile green armor clutching their fallen hero, none knowing what to do. Scorpion was grinning under his mask, blood dripping from his lips.

_"__But before that," _he hissed, lifting his gigantic green claw up behind Spider-Man's head and grabbing the fabric of his mask in his insect-like pinchers.

_"__Let's have a look at New York City's favorite little hero's face."_

Peter's eyes began to slowly slip open, unwillingly being dragged back into the pains of reality. Everything was spinning, but he became aware of a pressure squeezing him around his midsection. He heard someone mumbling something, followed by a few dulled screams and yells of protest. He had trouble remembering what was happening. The poison was beginning to shut his body down. Within his dizzied mind, he desired just to slip back into the calm darkness that pressed against the sides of his bleary vision. It was quiet and peaceful there, and there was no stress or pain or sorrow. He could sink into the black abyss, and not have to deal with the suffering of this world anymore. Life was hard, but death was simple, easy, and beckoning. He felt his mask beginning to be pulled off from the back of his head.

A jolt suddenly passed through his body, shocking him completely awake. _Gwen, Aunt May! _He couldn't die here! He had to stay alive for them, he had to be okay for them! He imagined their faces if they received the news of his death, his aunt burying her face in her arms and weeping as she realized that she had lost that last little piece of family she had left. She'd have to live in that big house, all alone, surviving off of the little money she made herself and wondering why her husband and little boy had been taken from her so unfairly and so soon. And Gwen. Gwen would just sit there, crying silently. She'd have to attend another funeral of a man in her life that had died fighting for something that was bigger than him, feeling that all too familiar sensation of loss. She could live on without Peter. She was smart, and she was beautiful. She'd make it in this world. But there would be an emptiness in her eyes. The passion and joy that Peter always marveled at that twinkled in her green irises was something that attracted him to Gwen the most. It was something he felt that he could only truly appreciate, and maybe that was because he was the thing caused it. He ached for that twinkle now, that smile. He wanted to live so he could see it again.

It all happened in one chaotic moment. Peter's arms shot upwards and grabbed the claw clutching his mask, and he twisted it backwards violently in one quick yank. There was a sickening_ pop, _indicating that Scorpion's elbow had snapped in half. Then, Peter kicked against his stomach, the heel of his foot digging into the deep wound and causing a flow of fresh blood to burst from his flesh. The man in the armor shrieked in deranged agony, his grip around Peter's body being released. Peter pushed off of the sickly green armor, turning in the air as he fell, and he felt his mask slipping off his face. In a last spurt of rage, Scorpion's serrated tail whipped forward towards Spider-Man's flipping body.

The sound of his flesh being pierced rang in Peter's ears.

Peter slammed on to the ground, facing the shiny wall of the building in front of him. The stinger ripped from where it had struck Peter in the side, and his mask was pulled completely off of his head. Small bits of glass and dust were scattered around him, and he laid there, shivering.

Scorpion was shrieking madly, the wound on his stomach spilling buckets of blood on to the pavement. His horribly mangled claw still clutched Spider-Man's mask between its pinchers. He began to scramble away, the crowd parting in fear as he ran along the ground, roaring in agony and moving with strange impulses released from his armor trying to fix his broken body. Within moments, he'd disappeared into the shadows of New York's alleyways, his howls slowly fading to silence within the mysterious darkness.

Peter dragged himself up against the wall, gasping. Every movement sent a ripple of pain pulsating through his body. He hooked his fingers against its surface and slid his legs underneath his body, sitting on his knees. He pressed his forehead against the building, trying to stay calm.

A shocked hush had fallen over the gigantic crowd of New Yorkers as they stared down at their hero, who was hiding his unmasked face against the tower's wall. The setting sun cast long shadows across the street, which cloaked Peter's face in darkness. The air was tense and still with the heaviness of the situation. Peter gripped his wounded side in his hand, feeling the venom injected into his body burning his insides. His enhanced metabolism and nervous system were fighting against the poison snaking through his bloodstream, but losing the battle. Thick, crimson liquid dripped between his fingers and into a pool on the pavement. He was going to die if he didn't get help soon.

Then, the silence was interrupted by a single voice.

"Spider-Man, are you okay?" a man asked from the crowd, genuine concern in his words. His outburst began to incite more voices to speak up.

"Are you injured?"

"You need some help."

"You're bleeding pretty bad."

"We can help you."

Peter just sat there, his breaths coming out in short, raspy gasps. He didn't move from his crumpled position on the ground, his forehead still pressed against the building. He couldn't let them see his face.

Then, an unfamiliar man's deep voice rang out.

"Let me through: I'm a doctor."

Peter heard people shuffling and murmuring, creating a path in the crowd for the man take. Footsteps padded against the ground as the man approached Spider-Man's hunched-over form, and a gentle hand was placed on his shoulder, causing him to flinch.

"It's okay, Spider-Man. I'm a doctor. I'm here to help you."

Peter didn't move as he heard the man drop something heavy on the ground and sift through his bag.

"I have some medical gauze with me. You need stitches, but this should help slow the bleeding somewhat until the ambulances arrive." He felt the man's hand tap his gloved one, which was still cupping his stab wound. "Let me wrap this around you your injury, and I'll apply some pressure to it to stem the blood flow." But Peter didn't budge. The man leaned back, sighing.

"Spider-Man, you have saved the people of this city over and over again in our many times of need. You've always been the hero of every situation, and we're all really grateful."

Peter heard the crowd around him bustle with agreement.

"Yeah, Spidey."

"You're awesome!"

"You saved my son from that truck."

"I'd be dead if it weren't for you!"

"We love you Spidey!"

Peter felt his throat seize up at their words, and the hand on his shoulder gave him a comforting squeeze. "See? We all are in your debt." The man crouched down beside him, his words laced with sincerity. "So let us return the favor. You need help, and we want to help you. Let us be _your_ hero for once, Spider-Man. You've earned it a hundred times over." Peter felt the doctor's hand grab the back of his own, which was soaked with blood and shaking. "Please, Spidey. Move your hand."

Peter could feel his body starting to shut down. All these random people he'd been saving throughout his new life as Spider-Man; he hadn't thought about how much they probably believed they owed him because of all of his heroics. He didn't want them to think they had to repay him for doing what he knew was right. His job as Spider-Man was a duty he'd been bestowed upon himself. But he was in a tough bind, and these people wanted to help him. As much as he hated the idea, he knew that he was going to bleed out right there if he didn't close the wound. He had to accept the stranger's help. Peter let on an unsteady sigh.

"Okay."

With shivery movements, Peter slowly released his side and placed his trembling fingers against the ground. A bloody handprint stained the concrete beneath it.

He heard the man sigh softly. "Thank you." The doctor glanced over his shoulder at the mob behind him. "I need some help over here. One of you, hold the gauze against his side while I wrap it."

A woman came forward and pressed a cold, folded cloth against Spider-Man's wound, causing him to wince. The doctor began wounding the gauze around his midsection, quickly and tightly, until Peter felt like he was being squeezed to death. Once he was thoroughly wrapped, the man sealed the end off with a strip of medical tape. Then he stood, his hands on his hips. "Alright, that's good enough for now. But we really need to get you to a hospital."

Just then, in a jumble of whirling sirens, an army of police cars and ambulances entered Times Square, screeching to a halt behind the large crowd. People poured out of the vehicles, including four adults in scrubs who rolled a stretcher from the flashing truck's backdoors.

The doctor patted Peter on the shoulder. "Do you think you can stand on your own?"

Peter shook his head back and forth. Partly because he knew he most definitely could _not,_ and because he couldn't go with him with all these people around. He had to keep his identity a secret.

The man let out a hefty sigh. "Alright, then." Bending down, he hooked an arm underneath Peter's armpits and began to hoist him to his feet. Peter was surprised by the sudden movement, and as he rose up, a rush of dizziness and nausea washed over him. He tried to pull away, but he was too weak to fight against him.

"Can you walk?" he asked him as Peter's vision began to tunnel into darkness. Peter shook his head, trying to get him to understand.

"No, I can't…my…face…"

Then his body gave out, and his knees buckled beneath him. Startled, the doctor caught Spider-Man ungracefully before he collapsed to the ground. He let out a slight chuckle, and lifted Peter's limp body into his arms. He held him close to his chest, and with the hand that cradled Peter's head, he moved his fingers past his temples and laid his palm across his face, protecting his identity from any curious eyes. Then he turned around, facing the crowd of worried New Yorkers.

The people parted right down the center to let the doctor and the battered hero through. They watched in awed silence as he walked past them, his eyes trained on the ambulances ahead, holding Spider-Man's unconscious form in his arms and hiding his face from the world. In the spur of the moment, a lonely kid amongst the thousands of people witnessing the scene unfold began to clap. The clapping started to spread, until the entirety of Times Square was applauding the two heroes walking down the street. They arrived before the ambulances, who were ready to move Peter on to a gurney.

"Wait!"

All the people in the area turned towards the voice. Jogging from behind the scattered police cars, a man in a star spangled navy blue suit appeared, hopping over a car's hood to stand in front of the doctor with an unconscious Spider-Man in his arms. The doctor looked startled.

"Captain America?" He remarked with shock in his voice. Steve Rogers stood before him, panting slightly, and coated with a significant layer of grime and bruising. He nodded, his hands on his hips as he caught his breath.

"Yeah, that's me," he answered with a silly smile.

"My wife and daughter are not going to believe it when I tell them who I've met today," the doctor said with a laugh, shifting Peter's position in his arms. "What do you need?"

Captain America held out his arms. "Let me take him."

The doctor looked surprised by that answer, and instinctively tightened his grip on Spider-Man. "He needs to be in a hospital. He lost a lot of blood, and I think that giant green metal guy injected him with some kind of poison. He'll die if he doesn't get professional medical attention soon."

"I know that," Steve said calmly, his hands dropping to his sides. "I'm taking him to Avengers Tower. Stark has the best resources of anyone I know, and we'll tend to his injuries."

The doctor took a step back. "I saw you on the news the other night. You and Iron Man attacked Spider-Man for no reason. What was that about?"

The crowd behind them began yelling and shouting at Steve angrily, some hurling insults and curses at him. He'd never seen people so protective of their little hero. Guilt rose up into his throat as he thought back to that night.

"Stark and I had orders. We were told that we had to capture Spider-Man and deliver him to S.H.I.E.L.D., who wanted to make sure he wasn't going to use his power as a weapon against the world."

"All he's done for this city is save people's lives!" the doctor yelled, inciting more hissing and rage from the New Yorkers behind him.

"I know that now!" Steve cried back, balling his gloved fists at his sides and lowering his gaze. "What we did to him was wrong. I know now that Spider-Man is a hero. A better one than any of the Avengers have been for this city lately." He stared up into the doctor's eyes, the sincerity in his voice unmistakeable. "That's why I want him to join our team."

A simultaneously gasp travelled through the thousands of people in Times Square, followed by a shocked silence. Steve stared fiercely at the people of New York, who looked back at him with disbelief. He thought about what he had just said for a moment, then nodded.

"Yeah. I want him to become an Avenger. And its not only me; the others do too. He deserves it more than any of us. He'd make the Avengers a better team, and teach us a thing or two about how to place others before ourselves." He glanced to the side, murmuring under his breath, "Especially Stark. And if another attack like the Chitauri incident ever happens again, I know for a fact that I want Spider-Man fighting by my side."

The crowd was quiet, soaking in the words the super soldier had just said. They all sort of considered Spider-Man to be something separate from the high-class heroes of the Avengers, someone who dealt with the small crimes of New York that they always seemed to overlook. They didn't know what to feel about the idea of him joining them. Maybe he would change them for the better.

The doctor was still conspicuous, however. "How can I be sure your not just lying to us?"

Captain America sighed. "I promise you, I'm telling the truth. But I don't have time to convince you, and neither does Spidey. I have to get him to Avengers Tower. That way, his identity won't be revealed to the public. Also, I don't know if the doctors at the hospital will be able to figure out a cure for the venom that Scorpion injected into him in time, but I know that either Stark or Bruce can." He walked towards the doctor cautiously, holding out his hands. "Please."

The man looked from Captain America, to Spider-Man, and then back to Captain America. Then he sighed heavily, and stepped towards him.

"Take good care of this guy," the doctor told him, moving his hand off of Peter's face and carefully rolling him into Steve's blue arms. "Saved my wife and baby girl the other day. He's been Emily's hero ever since."

Steve nodded earnestly. "I will." He looked down at the man he now had in his arms, and realized that he wasn't wasn't holding a man at all, but a boy. His face was extremely young and speckled with fading purple bruises, one that Steve himself had caused from the punch he had swung against his chin earlier. He was thin and lanky, and felt as light as a feather in Steve's strong arms. A rush of fresh guilt swallowed Cap for ever trying to capture Spider-Man the way that he did, who was nothing more than a little guy trying to do the right thing with the small power he possessed. He reminded him of his younger self; a tiny kid wanting to fight to protect his people. He laid his hand over his sleeping face.

"You're going to be alright," Captain America assured him quietly, almost to convince himself. The kid's face was pale, and his breathing ragged and strenuous. Steve Rogers turned around, the boy's limp body cradled in his arms as darkness began to settle over the city of New York, and he took off down the road towards the gaudy tower sparkling in the distance.

_**Or is he? :O You'll have to wait until...like a few hours from now...haha. **_**_A little side note, a lot of people have been saying that my version of Spider-Man is "weak," and they're probably right in the sense that he could probably take more hits and dodge things better than I'm making him. But I kind of need a plot, and also my version of Spider-Man is still pretty young. Also, my story is called the "humanity" of Spider-Man, and humans are weak and whatnot and so seeing him in that defeated state I feel shows that humanness :P So yeah, if that doesn't make you happy, I apologize. Ok, I haven't read over the entire _****_story in a while, but I did recently and I realized just how much inspiration for so many parts of my story has been derived from Fullmetal Alchemist Brotherhood. If you haven't watched it yet, make sure you do, it is literally the most amazing show I have ever watched in my entire life, no joke. Make sure you add the BROTHERHOOD at the end, because theres another show out there that's just *shivers* it's soooo bad. If you have watched it, I'm sure you've probably noticed it too, especially with the beating the gunman half to death part and the snoozing on the couch with his girlfriend part and the chapter just now with the man trapped in the suit of armor, only in a more disgusting and murderous way lol. It's pretty craycray. Alright, I've been talking too long. See ya'll laters. :)_**


	12. Chapter 12

_**Disclaimer: I am not owning of the anything**_

_**Heeeyyy sorry I waited so late to post this but I went to watch Guardians of the Galaxy with my bud. It was pretty good, even though I'd never heard of any of those Marvel characters before until I watched it. I highly recommend it :D Sooo this is the last update you all will be receiving before I leave for nine days, so make it last, although I know by the end of it there will be an angry mob formed outside my house waiting to sacrifice me at the stake...lol. But you asked for it, so here it is. Love me or hate me. BTW, I have no knowledge of the medical field. Everything you will read and have read is strictly google XD**_

_Chapter 12_

Tony Stark was feeling panicky as he soared through the dark sky, the neon city of New York flashing and twinkling beneath him. In his metal hand he held Spider-Man's torn up mask, which he clutched on to like a lifeline. In the short time he'd spent not trying to bag Spider-Man in a knapsack and fling him over his shoulder, he'd grown kind of attached to the headstrong hero. The idea that he might actually be gone because of his instruction made a horrible sickness twist in his stomach. Maybe he hadn't let on just how much the Hulk had injured him, and had tried to fight Scorpion without enough strength to do so. Or maybe Scorpion had taken him by surprise, stabbing him through the heart with that menacing stinger of his and making off with his mask as a trophy. But then how had he become all half-dead by the time Tony had found him? Stark swallowed uneasily. Or maybe he was just overreacting.

He had to remind himself that this was Spider-Man he was talking about, not some stupid kid who had a death wish. He was quick, smart, resourceful, and powerful. This wasn't the first giant green murdering machine who was out to mess with New York that he had fought. Stark needed to give the guy a bit more credit, if only to calm his unsettled nerves until he arrived at Avengers Tower.

As the geometrical structure he himself had designed came into view, a voice suddenly spoke into his ear.

_Stark? _The voice of Steve Rogers rang him inside his helmet, which sounded like he was out of breath. Tony responded instantly.

"Yes, I'm here. What's up?"

_Where are you? _He inquired breathlessly.

"I'm coming up on Avengers Tower now." Stark answered.

An uneasy seriousness entered Steve's voice. _Good. Hurry up, we need you here._

A coldness settled over Tony at his words. He had no idea what Cap was trying to imply by that statement, but he knew it was nothing good. He zipped towards the tower and hurriedly landed on to the balcony, his Iron Man armor disassembling from his body in a blur of spinning rings and mechanical arms that rose up from under the floor. Within moments, he was out if his suit, and after balling Spidey's mask up in fist fist, he ran through the doors.

As he burst into the tower, his eyes soaked in the room around him. Thor was standing to his left, twirling his hammer around in his hand with a worried expression on his face. Bruce Banner was sitting on the couch, his face in his hands, no longer a rampaging green monster but clearly ashamed of what the Other Guy had done to the city and his teammates. And standing in the center of the room dressed in his star spangled blue suit was Steve Rogers, who had lying limply in his arms an unconscious Spider-Man, wrapped in a mess of bloody gauze and his unmasked head cradled in Steve's hand. Stark's expression clearly showed how shocked he was by the situation.

Steve looked up at him, worry lacing his words. "That Scorpion guy injected him with some kind of poison from his tail, and he's been beaten up pretty bad. He needs some kind of antidote, or he's going to die."

Stark stood silently for a moment, just staring at Peter's now visible face, then narrowed his eyebrows. He ran over to his bar table and pulled a pair of futuristic-looking glasses from one of the drawers, then bent down to the lower cabinets and dragged a hefty first-aid kit out of it, not even bothering to close the doors. He slipped the glasses on to his face and clicked them on, which caused an array of blue scanners and codes to flash across the lenses. He hastily dropped the medical bag in front of them.

"Thor, grab me the foldout table from that closet back there. The flat, white one. Once he brings that out, I'll place a blanket over it. Then you, Steve, lay him on it and prop his head up with a pillow. I'm going to go get some towels." After barking orders, he bolted down the staircase, not looking back. Thor and Captain America glanced at each other for a moment, then got right to work.

A minute later, Tony returned with an impressive stack of linens in his arms and dropped all but one of them on to the floor. He spread the thin white sheet over the table that Thor had assembled and Steve placed a pillow at the end. With very slow movements, Cap laid Spider-Man's limp body on to the table, sliding his hands from underneath him once he was stable. Tony slipped on a pair of rubber gloves and rolled up a wooden desk at his right hand, reaching into the first-aid kit and spreading an assortment of medical instruments across its surface, all that made Steve cringe to look upon. He began to cut off the bloodied gauze wrapped around Peter's wound.

"Banner," he called across the room without looking up from his work, "I need you over here, buddy. Come help me with him."

Bruce didn't move from his pathetic position on the couch, where he pulled at his hair and gritted his teeth. But Tony wasn't taking no for an answer. He snipped all the way through the gauze and then whirled around, yelling this time.

_"__Banner!_ Come over here and help me with him _right now! _You can sit there and mope about something that you had no control in doing, or you can use your abilities and help me save this kid's life. So stop being a moron and _get over here." _

Bruce stayed still for a moment, rubbing his eyes with his hands. Then, coming to his senses, he stood from the couch and sped up to the table where the rest of the Avengers were staring down at Peter. He glanced up at Stark. "What do you need?"

Stark slowly unraveled the the gauze from around Peter's midsection and dropped it on to the floor. He began to carefully peel the cloth from where it was stuck against the puncture wound, which was completely saturated with blood.

"I need you to start brewing me an anti-venom while I keep him alive," he told him fiercely, and looked down at Peter's punctured side as the cloth pulled away. He cursed under his breath as he stared at the deep hole in his flesh that was swollen painfully and oozing venom, blood, and pus. Dark blue veins snaked away from the wound, and the flesh was sliced in an unclean, jagged mess. He grabbed a syringe off of the desk and sucked a sample of the purple liquid that was seeping from the puncture wound up through the needle, then handed it to Bruce. "Take that downstairs to my basement and have Jarvis analyze it. I have plenty of pharmaceutic compounds and elements down there to experiment with, just work on finding some sort of combative cure _fast._ We don't have much time."

Bruce took the syringe and nodded curtly before hurriedly vanishing down the staircase. After he was gone, Tony pulled off one of Spider-Man's gloves, clipped a small plastic device on to Peter's finger, and then switched it on. A heart monitor appeared in the corner of his vision on the wide lenses of his glasses.

"Jarvis, keep me posted on his vitals," Stark ordered his artificial intelligence as he continued to work diligently. He tore away the red fabric around the injury to give himself more room to work with and began to clean out the ugly wound. Grabbing a moistened and sterilized towel, Tony dabbed at his side, wiping off the grime that caked the enflamed skin and then presumed to drain the hole of pus and infected blood.

"Is there anything I can do to assist you?" Thor asked him in a troubled voice, staring down at the injured hero lying on the table.

"Yeah," he huffed, wiping his perspiring forehead with the back of his hand, "grab me a needle and thread from that bag, would you?"

Thor retrieved the items for his teammate, who took them in his shaking hands and starting weaving the sharp needle in and out of Peter's flesh until the wound was properly sealed with stitches. He then he sat down against the ground, breathing heavily. Sweat was beading off of his brow, and his heart was racing madly inside his chest. He hadn't had to deal with gore like this in a while, not since the Chitauri incident, and it was starting to freak him out a little bit. Although he had decent knowledge and experience with many aspects of the medical field, he had never had to put them into action as much as he was doing so right now, and it wasn't like he was a certified doctor or anything. Stark clutched at his chest, trying to catch his breath.

_Sir, there is a wound on Spider-Man's arm that also needs to be attended to, _Jarvis informed him in his ear. Tony wiped at his face, fighting the spinning sensation going on inside of his head, and unsteadily rose to his feet, supporting his weight on the table. He lifted the injured limb up, discovering the cuts on the top and bottom of his forearm, and sighed heavily. He glanced over at Thor with a tired look in his eyes. "Give me a hand with this."

As the grueling night wore on, Stark and Thor finished patching up Peter's broken body as best they could. The only thing left was the anti-venom, and Stark hoped Banner would come up with something soon. He wanted to go help him figure it out, but he needed to watch Spider-Man in case any complications arose as he slept. Tony scooted up a chair beside Peter's unconscious form and flopped into it, taking a few moments just to breathe. He picked up a towel off of the floor and wiped his bloody hands on it. Thor stood beside him.

"Who is this injured man?" Thor inquired curiously as he watched Peter's chest rise and fall. Stark smiled exhaustedly.

"He's a young hero who protects New York with his abilities. He goes by the name Spider-Man, I guess because he has spidery powers or whatever. He can climb walls, he has incredible agility, and he's very strong. Oh, and he built these web-shooting devices so he can flip around New York like a crazy acrobat," Tony reached forward and gently flipped over Spider-Man's arm, pointing to the small mechanism attached to Peter's wrist, "so he must be pretty smart, too."

"Spider?" Thor remarked with confusion. "I do not understand - "

"Yeah, yeah, sorry," Stark interrupted him with slight laugh. "Never mind. It's just this tiny, eight-legged thing. Guess you wouldn't know about those. Trust me, you're lucky your planet doesn't have them." A shiver passed down Tony's spine. Spiders sort of creeped him out, now that he thought about it.

_Sir, there is a Phil Coulson on the telephone for you,_ Jarvis suddenly said from the ceiling. Stark groaned, massaging at his temples.

"Why now? Alright, patch him through. And nobody says telephone anymore, Jarvis."

A click sounded from above, followed by Phil's familiar voice. _Stark?_

Stark let out a hefty sigh. "What is it, Agent? I'm in the middle of something right now."

_So am I. The entirety of S.H.I.E.L.D. has been monitoring the events that occurred in New York today. With the Hulk and that giant green armor, there's been a lot going on. I understand Thor's there, and he's the one who got Banner under control._

At the mention of his name, Thor cracked a wide smile and yelled up at the ceiling, "Hello again, Son of Coul!"

Stark snorted. "Yeah, he's here. But before he arrived, Hulk whooped the rest of us rather royally. Natasha and Clint are in the hospital, but I think they'll be alright."

_So I heard,_ Coulson answered as if he knew everything that had happened, which he most likely did. _I'm also aware that after defeating that green metal monster, you brought Spider-Man into custody._

Tony glanced over at Peter's body that still laid motionless on the table. "Yes, we have him here. But we only brought him in because he was critically injured. Scorpion stabbed him with a stinger thing he had on the end of his tail and injected him with some kind of venom. Banner is working on an antidote right now while he's resting."

Coulson's voice was blunt and icy. _Good. Transfer him to the Helicarrier immediately so we can enter his information into S.H.I.E.L.D.'s database. I'll have a team waiting on board to contain him._

The sudden command surprised Stark, and he narrowed his eyes in frustration and shook his head. "He's in no condition to be moved. He needs to stay here until he's cured, and even longer after so he can recover. I'm not moving him."

Coulson's voice became demanding. _Stark, that is a direct order. If you don't bring him in, I'll send in my agents to do it right now._

"What does S.H.I.E.L.D. want with him?" Tony suddenly yelled, standing up rapidly from his chair. "Didn't they see what he did today? Spider-Man is a _hero._ He was almost killed trying to protect New York's people from the Hulk and Scorpion, and he's still at risk of dying _right now._ What more proof does that damn agency need to see that he's not a threat to anybody?"

_The Council insists that we take no chances with this man, _Phil answered nonchalantly. _His abilities are powerful and nobody knows enough about him to feel secure. Just bring him in so we can get this over with. I have an interrogation room already prepared, and he'll be telling us what we need to know in no ti - _

_"__He's just a kid!"_ Tony practically screamed, balling his fists at his sides. There was an pregnant pause that hung in the air before he continued. "He couldn't be more than eighteen years old. Are you telling me you're going to drag a _child _who's done nothing but _save people's lives_ onto your damn airship, lock him into a room with some heartless interrogator for hours on end, and _torture_ him until he tells you what you want? Can you honestly say you can do that with a clear conscience?"

_I didn't say torture, _Coulson pointed out, then sighed heavily. _But we'll be ready to do whatever is necessary to get him to talk, even if he's young. This is a matter of public safety._

Stark shook his head in disbelief, scoffing at the floor. A wave of anger surged through his body as he thought about the situation, and he stared back up the ceiling with uncontrolled rage in his voice. "Listen here, Agent Coulson. You send your little entourage of S.H.I.E.L.D. assholes strolling into my tower to take Spider-Man away, and I'll blast a hole through every single one of their faces. You think your team of morons can take on Iron Man, Thor, Captain America, and the Hulk all at the same time? _Ha." _Tony walked up to where Peter laid, his fists clenched and shaking. "S.H.I.E.L.D. is corrupt if they think this is right. And I'm done blatantly ignoring that fact. Spider-Man is a good guy, and I'm going to protect him in his time of need from people trying to hurt him, like_ you._ That's that."

_Stark, just take a min -_ Coulson began, but Tony was done arguing with him.

"If you want to know about Spider-Man, you and Fury can drag your asses down here yourself, because this is where he's staying. No army, no weapons. _Goodbye." _He then clicked the "off" button on his earpiece, and the room went silent. Stark fell back into his chair, letting a long breath slide between his lips. He was fed up with all their secrecy and lies. Thor just stood there, not quite sure how to react. The air still felt heavy with the intensity of the conversation.

Suddenly, the heart monitor in the corner of his vision began flashing, and a small alarm began to sound from his glasses. Stark enlarged the diagram. Peter's heart was beating way too fast.

_Sir! _Jarvis yelled from above. _Spider-Man's body is going into septic shock._

Tony sprang to his feet and ran to Peter's side, startled. His breathing was strenuous and irregular, and his face was a sickly pale color. Stark tore one of his gloves off and laid the back of his hand against Peter's forehead. He was hot to the touch, and had broken into a cold sweat. He cursed under his breath.

"Thor, get the intravenous kit from my bag," he ordered hysterically, grabbing the red fabric on Spider-Man's upper arm and tearing it away. He ran to his other side and did the same to that arm, dropping the material on to the floor carelessly.

"Banner, we need the antidote _now!"_ He snatched the kit away from Thor's outstretched hand and ripped it open, sifting through the instruments. He uncoiled a tube attached to an empty bag, which he then began to fill with a mixture of watery solutions. Attaching a needle to the end of the tube and sterilizing the tip, he slid it into the vein under the skin of Peter's inner elbow and handed the plump bag over to a rather flustered Asgardian prince.

"Hold this up high so the liquid flows down the tube," Tony instructed him breathlessly. Thor nodded obediently, obviously not used to this whole mortal thing. Stark then rolled Peter's head to the side and elevated his feet on a stack of blankets so that his blood would flow towards his heart.

Bruce finally answered in his ear, but there was uncertainty in his voice. _I've whipped up something, but I haven't run enough tests on it yet. There's no guarantee it will work; it might even make things worse._

"We don't have time!" Stark yelled, inserting an IV needle into Spider-Man's other arm to supply him with insulin and corticosteroids. "Just bring it here!"

Peter's pulse was rapid, but it was weakening along with his breathing, and his blood pressure had plummeted. His skin bubbled with goosebumps and he shivered in his sleep, despite his high fever and profuse sweating. Tony felt helpless as he stared at the injured boy lying on the table in front of him, who was slipping right before his eyes. He fought against the fear that had gripped his heart like an icy claw.

Then Bruce's footsteps came pounding up the stairs, and he flew into the room, a vile of strange liquid in his fist. "I've got it," he told him, breathing heavily as he handed the medicine to a frantic Tony Stark. In a flash, Stark jabbed a syringe into the antidote, sucked every last drop of it into the cylindrical glass barrel, and plunged the needle into Peter's arm. After injecting the medicine into his bloodstream, the three sat there holding their breath, waiting tensely to see what would happen.

When nothing seemed to be changing, Tony sat down on his knees and gently cradled Peter's head in his hand. He gripped his face in his palm, fear crippling his words.

"C'mon, Spidey. C'mon! _Live."_

The three stayed by the silent hero's bedside long into the bitter night.

_**:D **_


	13. Chapter 13

_**Disclaimer: I don't know it's early I can't think of anything just yeah this stuff don't belong to me yay**_

_**Guess who's finally back ;) Wow while I was gone, you people gave me so many good ideas for my story. I should leave for nine days more often :D lol Costa Rica was literally the most beautiful place I've ever been in my entire life, so jungly and animals everywhere. This was actually my 2nd time there, first time being a mission trip at a cute little orphanage last summer, and both experiences were amazing in their own way :D Anyhoo I know you people have been waiting patiently for me to post this (sort of), and honestly I'm freaking out a little because I haven't really started on the next chapter **_**_after it :O but whateves, I'll get it done. Back to every other day, until schools starts that is...ugh. This chapter is really cute to me. :3 Sorry dudes who only want action. Just read it._**

_Chapter 13_

Peter Parker was dying.

He was lying against a wall, mortally injured and unable to move. The world moved sluggishly around him, and his focus was hazy. He felt tiny and vulnerable. Then, out of the fog, an enormous spider slithered into his vision. It's looming body towered over his small form curled up on the ground, and it's legs were thick and hairy. It had eight beady eyes that bored holes into his own. Beneath its massive abdomen appeared two people huddled together who were encased in webbing and shivering in terror. Peter gasped.

_Gwen! Aunt May!_

Their faces were white with fear, and they stared at Peter with a pleading look in their eyes. Peter struggled to move, wanting with all he was to jump to his feet and run to their rescue, but his body refused him. The spider stooped down, opening its gigantic chelicera widely. Its two hideously pointed fangs curled around the trapped figures threateningly, their deadly tips dripping with venom that pooled around their bodies.

_No, _Peter begged helplessly from the ground, tears running down his face,_ No, please! Don't hurt them!_

The spider let out some sort of demonic roar that made the fog turn crimson, ignoring Peter's pleas, and with one quick movement, the gigantic fangs stabbed into the frail bodies of his family and lifted their motionless forms high into the air. Blood poured down their corpses, forming a gigantic red ocean beneath them. Horror and disbelief at his our powerlessness to protect his loved ones overcame Peter's being, and he yelled out in agony into the blood red sky.

_No!_

_"__No!"_

Peter shot up in his bed, clutching his chest and crying out in fear. His heart pounded violently against his fingertips, and his breaths came out in unsteady gasps. He was trembling all over, and his body was sweating profusely. When he finally came to his senses, he moved his shivering fingers from off of his chest and held his face in his hands, fighting to quell the panic within himself. _Just a dream, _he assured himself, slowly rubbing his eyes with his palms. _Just a dream. _Peter took his hands off of his face, sitting motionless for a moment to steady his rapid heartbeat and shaky breathing, then slowly laid back, his adrenaline soon fading.

Peter had never felt so awful before in his whole life. Maybe part of it was just because he hadn't felt very ill since gaining his Spider-Man abilities, seeing that his advanced immune system was now usually completely resistant or able to easily fight off most infections. That, however, did not appear to be the case right now. He had the worst headache imaginable. He knew he had a fever, yet his entire body was shivering with chills and beads of sweat dripped down his forehead. Peter's stomach ached horribly and he hardly had the strength to move his seemingly heavy and limp muscles. He breathed with painful, raspy intakes of air, wiping his brow slowly with the back of his hand, and forced his bleary eyes to survey the room he was in.

Wherever he was, it was very high up. The large windows in front of him opened up on to a balcony, where a mess of gray buildings and winding streets as far as the eye could see blanketed the earth below. Harsh midday light shined through the glass, which was difficult for Peter to look directly into. A flock of pigeons darted by. Peter glanced sluggishly to his left, where a living room-like area was assembled with couches, a TV and a fancy chandelier. On his right was a bar with cups and large glass bottles of spirits scattered across the center island. He looked down at the cushy bed he was lying on, which seemed kind of out of place in the particularly decorated room he was in. Peter blinked in utter confusion, the back of his head falling against the pillow and fear rising into his throbbing heart. He had no idea where in the hell he was.

With effort he tried yet again to move, only managing to sit up slightly, when a horrible pain suddenly jolted through his side. He gasped in surprise and fell back on to the bed, his eyes shut tight in agony. After a violent coughing fit, he carefully reached down under the sheet laid over his body and poked around the skin just above his hips. The area was rough and spiky, which Peter assumed meant that it was being held together by stitches, and extremely tender to the touch. He gritted his teeth and tried to think back to the last thing he could remember happening to him. He had been fighting Scorpion. He'd been hurt. Some guy had patched him up and asked him to walk. Everything seemed fuzzy after that. He laid his hand over his eyes, feeling incredibly disoriented and sick. Was he in some kind of hospital?

A shrill ding sounded to his right, jarring him back to consciousness. He slid his fingers off of his face and looked over at the wall where the noise had come from. The doors of an elevator opened, and a man stepped out with a glass of water in his hand. Peter was surprised to see that it was Bruce Banner, who was no longer the gigantic green monster he had been whenever he'd wanted to smash Spider-Man into a smear on the pavement. He pushed himself up as best as he could, his head and back pressed against the wall, staring at the man confusedly. Banner took a sip from his cup, staring out the window with a look of boredom in his eyes before glancing over to where Peter was sitting up awkwardly on the bed. His glass slipped from his fingertips and crashed into a million pieces against the ground, causing Peter to jump with a start.

"He - he's awake!" Banner almost squeaked, his face a mixture of excitement and shock. "You're awake!"

Peter stared blankly at him, his glazed eyes only partially slitted, still breathing hoarsely. "Wha…?" He began to ask, extremely puzzled, but before he could utter anything else, Banner whirled on his heels and went flying down the stairs. He watched him vanish in a flurry of footsteps, blinking lethargically, not knowing what to think. Panic began to settle over his ill body, which only made him feel worse. He closed his eyes, trying to regulate the strangled breaths seeping between his chapped lips. Where on earth was he? If Banner was there, that likely meant that he was somewhere under S.H.I.E.L.D.'s authority, which meant that he had finally been captured by that damn agency in his time of weakness. Peter cursed between his heavy breathing, feeling defeated. But as he opened his eyes and stared around the room again, he began to feel confused. This was most definitely not S.H.I.E.L.D.'s gigantic airship; the Helicarrier, or any other place owned by the agency that he was aware of. It was too homey feeling. And if he had been captured, why wasn't he restrained in any form or fashion? Maybe they simply hadn't transported him to the airship yet, or maybe they'd assumed that he was too weak to make a run for it, which was true no doubt, but still seemed like a risk the world's most powerful and attentive security organization would not be willing to take. He groaned quietly to himself out of frustration and the pain his body was in, trying to find plausible explanation for what was going on.

Suddenly, it sounded as if a herd of elephants was stampeding up the stairs, and Peter went rigid. Into the room poured Bruce Banner, Tony Stark, Steve Rogers, Natasha Romanoff, Clint Barton, and…Thor? All of which had disbelief plastered on to their faces. When their eyes landed on Peter's pathetic face, all of their expressions brightened, and Stark placed his hands on his hips.

"Holy crap, you're right! You're…alive!" He slapped his forehead, laughing. "I can't believe it."

"Oh, thank God," Steve breathed with relief in his voice. "How are you feeling?"

"Wow, you aren't dead," Clint stated cooly, clutching his stomach with a pained expression.

"The Man of Spiders _lives!" _Thor bellowed, raising his hammer victoriously into the air.

"His eyes are actually opened," Natasha noted with a smile on her face. "Never thought he'd live for us to see them."

"Do you need anything?" Banner asked.

Peter looked at all of them with absolute confusion on his face and overall feeling incredibly overwhelmed. He licked at his dry lips, not sure which statement to respond to or how to respond to it. Steve noted Spider-Man's pale face and glazed eyes and shot a quick look at his teammates, an amused tone to his voice.

"Hey, let's not swamp the guy. Just give him a little space." Rogers strolled up to Peter's bedside, and the rest of the Avengers followed closely behind him. He rolled up a chair and sat on it swiftly, placing his hands on his knees.

"Hey, Spider-Man," he said quietly with a sigh. "Sorry for the dramatic entrance, we've all just been really worried about you. How're you feeling?"

Peter stared into Captain America's concerned eyes hazily, unsure as to how he should answer. What were they worried about? Him being injured and ill only meant an easier prisoner to transport and contain for S.H.I.E.L.D.'s agents. Peter looked over all of the Avengers' facial expressions, which all surprisingly appeared to evoke worry. Were these guys just really good actors or something? He decided to play along to see how this would unfold.

"Fine," he finally answered, even though he felt _horrible, _which made all the Avengers chuckle slightly.

"You're a terrible liar, Spidey," Stark laughed, surveying the poor kid's lifeless eyes and the shivers that coursed across his colorless skin. "You look like death, and we all can tell that's how you're feeling right now."

Peter wiped his perspiring forehead with his hands, wishing he had the strength to slug him in the jaw again. "Gee, thanks," he remarked coldly, turning his head to look at the glowing windows in front of him. "Where…am I?"

"You're in my house," Tony told him, then grinned. "Well, my tower. Avengers Tower, that is. It's like our team's little meet-up, hang-out, shindig place. It's pretty dope, isn't it?" He looked pretty proud of himself. Peter gave him an unimpressed look, then stared down at his wrists, frowning.

"Where…where are my web-shooters?" He asked, trying to inject his words with anger but instead just causing his voice to crack. He then slowly gripped the sheet laid over his body and lifted it up, and found that he had been stripped down to nothing but his boxers. "And…my suit?" With disdain stirring within him, he released the blanket and reached up to touch his face, already knowing what was coming before he felt his fingers caress his damp skin. "And…my mask." He sighed defeatedly, realizing that his most tirelessly kept secret had finally been revealed to his captors.

Steve patted Peter's arm. "Hey, don't look so dejected about it. We'll give you all your stuff back once you're all healed up." When Peter did not look satisfied, Tony added, "And no one else has seen except us six, alright? And we don't plan on that changing for now."

Peter tried to laugh mockingly, but it only ended up becoming a harsh bout of coughing that caused his headache to throb in his skull and the wound on his side to hurt tremendously. When the fit had subsided, he closed his eyes and swallowed painfully.

"Yeah…right," he said breathlessly, frustrated at how pathetic he knew he must've looked. "You're just…S.H.I.E.L.D.. Gonna give me to them. Tell them everything."

Natasha shook her head. "No, we're not. And we haven't looked in to any of your personal or background information. We didn't want to."

Peter narrowed his eyes, puzzled. "What do you…what are you talking about?" He was sick of all these people's stupid lies and tricks. "That's all you've been trying to do."

Clint crossed his arms firmly. "We've been trying to protect the world from what we were told was a threat by S.H.I.E.L.D.'s World Security Council. But after we all realized you are definitely not a threat, but rather an asset to society, we all agreed that we aren't going to deliver you to S.H.I.E.L.D.. We think they're reasoning is wrong and their motives don't justify the actions with which they are requiring us to capture you with."

Blinking his dazed eyes, Peter tried to follow what they were saying. "So…"

"So we've been disobeying their orders," Banner finished for him. "We've been keeping you safe from them here while you've been asleep."

"You're welcome, by the way," Natasha added, smirking.

Peter stared down blankly at his sweaty palms, feeling conflicted. He thought hard for a moment, then slowly shook his head. "How can I be sure…you're not lying?"

In response, Tony gave Bruce Banner a hearty slap on the back, causing him to cough. "This guy right here saved your life. After Spangles ran your half-dead self up here, Brucy whipped up an antidote to counter that venom that Scorpion injected inside of you. If it weren't for him, you'd be dead."

Peter remembered the sharp pain he'd felt in his side after defeating Scorpion where the thick stinger had stabbed inside of. He unconsciously ran his fingers against the rough sutures again and glanced over at Banner, who was chuckling.

"Maybe. But if Stark hadn't cleaned and stitched up your wounds as well as kept you alive while your body went into shock, you would've died before I had even finished making the antidote. So you have him to thank, too."

"And I held up the bag of liquid that was dripping into your arm," Thor stated proudly. Peter ignored him, shifting his attention on to Tony.

"I was that close…to dying?" He asked somewhat fearfully. "I went into shock?"

Tony nodded. "Yeah. For a pretty long while, actually." He ran his fingers through his hair, a tinge of genuine pain entering his voice. "I'll be honest, Spidey. You really scared the crap out of us. Out of _me. _I was really worried for a while that you weren't…weren't going to make it." At his words, the rest of the Avengers nodded in agreement, a similar look of anxiety entering all of their eyes. Peter's drowsy gaze shifted between all of their faces, and for just a moment, he believed what they were saying. These people were looking out for him, and they cared about him. Their eyes said it all. But he quickly pushed the idea aside, stubbornly refusing to fall victim to their trickery again.

"That still…doesn't prove…" he began, when a horrible discomfort suddenly twisted in his stomach. He could feel his insides churning sickeningly, and his heart sank when he realized what was coming. "…oh man…" he groaned, the back of his head bumping against the wall and his hand laying against his belly.

"What's wrong?" Steve asked concernedly, noticing the sudden switch in Spider-Man's demeanor.

Peter swallowed uncomfortably, his eyes closed tight. "I think…I'm gonna be sick."

Steve blinked in surprise. "Oh…" he uttered, watching Spider-Man's pale cheeks begin to flush a sickly shade of green. He quickly rose to his feet and glanced over his shoulder. Wordlessly, Natasha snatched up a small waste bin with haste and held it out for Rogers, who immediately took it from her. As gently as he could, Steve wrapped his arm around Peter's shoulders and helped him sit up more, then handed him the trash bucket. Peter accepted it defeatedly, and before he could fight it, he was doubled over and puking up whatever meager contents he'd had in his stomach into the bucket, which was mainly just a purplish-brown liquid that burned inside his throat. As it went on, he felt Steve sit down beside him and place a comforting hand on his back, which he would've shoved off if he weren't busy upchucking his guts. He hated this feeling of having to play the patient and have others take care of him. Helping people was his job and he despised being on the receiving end of the heroism, but he didn't really have a choice right now. The episode racked his whole body in painful convulsions, which left him in absolute agony after ever fit. When it was finally over with, Peter sat feebly on the bed, his arms coiled around the trash bin and his entire body trembling violently. His breaths came out in sharp, ragged gasps that tore through his already raw throat. Sweat dripped off his pale face and into the waste bin, and whatever pitiful energy he'd had beforehand had been sapped from his bones, leaving him utterly exhausted. Steve looked down at the miserable hero's shivering form, and realized what a change this was from the Spider-Man who had defeated him in their squabble that seemed so long ago. He remembered feeling slightly scared after Spider-Man had trapped him in his webbing and threatened he and the rest of the Avengers to leave him alone. Now here sat the same boy, hunched over and shaking as the sick child he was. His hand still rested against Spider-Man's back as he picked up a water bottle and a clean towel from off the floor and held them out for him to take.

"Rinse your mouth out, then take a few small sips of water," he told him, although he didn't really expect him to listen. To his surprise, however, after a moment's hesitation, Spider-Man slowly accepted the water bottle from him and tilted it back with the top between his lips. He sloshed the liquid around in his mouth for a bit before spitting it into the bucket, then shakily wiped his face with the towel. Afterwards, he sat still for a while besides the chills that were running up and down his spine, then finally spoke.

"What's…wrong with me?" he asked weakly as Steve took the bucket from him and placed it on the ground. "I normally…I don't get sick…like this." He glanced over at Bruce, who stared back at him while appearing slightly grossed out. "You said…you gave me an antidote?"

Bruce shook his head to clear his mind of the nasty vomiting episode he'd just witnessed. "Um, yeah. I did. The antidote is actually just meant to keep Scorpion's venom from killing you. The venom itself can only be cleansed out of your system by your own body, however. That's probably why all you've been doing this whole time is sleeping and sweating and," he swallowed uneasily, _"that…_more recently than the latter. Your body is just trying to flush out all of the poison."

Peter unsteadily lifted the blanket up and stared down at the stitched up wound on his side, which was swollen and red and disgusting to look upon. "Why isn't this healing then?" He asked frustratedly, the angry skin burning beneath his touch. "My body…it heals quickly…but this looks like it hasn't healed at all."

Tony scratched at the back of his head. "I don't know exactly how those spidey powers of yours work, but I think your body might be focusing on removing the contaminate from your system before healing it. Like, favoritism, if you will. It sees the venom as a greater threat and wants it gone before it focuses on healing your wounds. Or, it might even be that the venom is suppressing your immune system. Like kryptonite in Superman, you know?"

Peter took a tiny sip of his water and sighed heavily, sick of feeling like this and all of this uncertainty. "How long…am I going to be like this?"

Stark and Bruce shared a mutual look of doubt. "I'm not sure, Spidey," Stark answered eventually, rubbing the back of his neck. "What I do know is that we can do what we can to suppress the symptoms until you're better."

As Peter leaned back disappointedly, Banner reached down and pulled a cylindrical tube from a box on the floor. He also grabbed a flask with a strange liquid inside from a sealed crate. Out of the tube he retrieved a menacing looking syringe, and when the long, sharp end caught Peter's eye, he cringed. Bruce dipped the tip into the antidote and sucked it up into the barrel, then placed the vial on to the wooden desk to his left.

"This is the antidote for the venom. I'm going to inject some more of it into your bloodstream via your arm to suppress the venom's effect on your body's vitals for today. Try to stay still, alright?"

Peter took in the length of the syringe's tip and the width of its barrel and wanted to throw up again, but simply turned away, feeling his face grow hot. "Yeah…sure," he stated uneasily, trying to focus on the ticking hand of the clock in the corner of the room. After Banner nodded to himself, Peter felt a cold cloth rub against his arm, and he clenched his teeth together. A sharp pain suddenly struck the skin of his upper arm, and he shut his eyes, grimacing. The ache lingered as Banner carefully injected the medicine into his body, until finally he slipped the needle from his skin, and Peter gasped quietly, realizing that he'd been holding his breath.

"Wow. You're one tough little cookie, aren't you?" Natasha told him with a slight grin on her face, which rubbed Peter's nerves the wrong way, but he was too exhausted to come up with some witty comeback like he normally would.

"How are you feeling now?" Tony asked him carefully, which he knew was a stupid question as Peter stared up at him miserably. He chuckled slightly, shrugging his shoulders. "Sorry. Guess that's kind of obvious." He then paused for a moment, appearing thoughtful. "On a more serious side, I'd like to apologize for how I, y'know, attacked you and all that a while back. We should've tried to work it out more civilly than us just going after you like a bunch of mad dogs. So yeah, sorry."

Peter blinked up at him sleepily. "You shot me…with that hand cannon thing."

Stark clicked his teeth together, trying not to laugh. "Yeah. I probably shouldn't have used my repulsors on you. They're kind of deadly and all that fun stuff. Good thing I'm a bad shot, right?"

The grin of Tony's face was so comical, Peter almost had trouble keeping himself from smiling. "I guess so."

"Sorry I sliced your face open and wanted to tranquilize you," Natasha added, rocking back and forth casually on her heels.

"Sorry for shooting you with a taser arrow and almost making you fall to your death," Clint chimed in, not really looking that sorry as he leaned against the bar island but his words appearing sincere nonetheless.

"I'm sorry for accidentally pulling out the needle from your arm that was attached to the bag,'" Thor said, lowering his gaze.

"I'm really sorry for turning into the Hulk and trying to smash you," Banner stated with an awkward grin on his lips. Steve sighed heavily.

"And I'm sorry for hitting you out of the sky with my shield, kicking you in the gut a few times, and punching you in the face really hard."

There was a silence that hung in the air of the room for a moment. Then, all at once, the Avengers burst out laughing at the hilarity of the situation, which was loud and unapologetic. Peter tried his best to stay stony, but as he thought about the pathetic apologies they'd just offered him and listened to the sincerity of their laughter, he eventually caved in and laughed weakly along with them, which made his side hurt and his head spin slightly. When their giggling finally began to subside, Stark clutched his chest and wiped his eyes. "Wow. _That_ was uncalled for. Ha ha_. _But seriously, we're all really sorry. About everything." The rest of his team nodded after their laughing had quelled, and Peter stared at the honesty in all of their eyes, still chuckling slightly. Finally, he rubbed at his exhausted face in his hands, moaning irritably.

"Alright…I forgive you or whatever. Just…shut up about it."

Steve cracked a smile. "Really? Well, thanks for giving us a second chance, Spider-Man. We'll try not to screw up as royally as we have been recently. The Avengers haven't exactly been the best role models for New York City lately, so we're glad you've been around to help the people we haven't been able to."

"Yeah," Banner added, "the citizens here _adore_ you."

"No kidding," Steve snorted. "They practically started a riot whenever I tried to take you from them after Scorpion almost killed you. They'd seen the news, and thought I might try to attack you again or something."

Peter shrugged his shoulder weakly. "What can I say…I've got a solid fan base."

"Did you know they have Spider-Man underwear now?" Tony remarked with a laugh.

Peter groaned. "Yes."

"I've been having to shoo all your fans away from my tower for days now, including ones in spidey tidy whiteys. They're persistent, I'll give them that."

Peter laughed lightly, imagining what that must've been like. Then his laughter caught in his throat. "Wait, what?" he said suddenly, his eyes going wide. "_Days? _What…what do you mean _days?"_

The Avengers all appeared surprised by this question, and they shared a moment of mutual confusion. Finally, Steve spoke. "How long do you think you've been here, Spider-Man?"

Peter rubbed at his temple with fingers nervously. "I thought…didn't the Scorpion thing happen yesterday?"

Captain America shook his head slowly. "No. That was a long while back; more than a week ago, in fact. Today's Wednesday. You've been here for nine days."

_"__What?!" _Peter yelled in disbelief and sat up quickly, which caused the Avengers to jump. He shook his head, feeling somewhat panicky. "How could I…how is that…?"

"You've been in some kind of coma this whole time," Banner explained to him. "We've all been worried that you might not wake up, until now anyway. I think your body may have entered a sort of hibernation in order to keep you alive."

Peter slapped his forehead with his palm. "Oh man. Oh gosh. They're…they're gonna be _freaking out._ They have no idea that I'm…" He looked over at Stark frantically. "I need…I have…to…call…" he began, but it seemed that his fatigue was beginning to get the best of him, and the pounding in his skull had started to increase. He clasped his head in his hand, moaning.

"Alright, easy Spidey," Tony said to him. Peter felt a pair of hands lay against his shoulders and gently push him backwards so that he was lying back on his pillow, which he was far too weak to protest against. "Don't get all worked up. Just try to rest a while and gather your strength back. I'll put an IV into your arm again that'll pump you full of nutrients and fluids that'll help you feel better."

Peter wanted to tell him that he'd just about had enough with needles for one day, but simply couldn't. His hands dropped limply on to the sheets, and he tried to do what he was told by closing his heavy eyes. But sleep refused to accept him. He could feel the violent chills running up and down his body shaking the sweat from his skin and causing it to drip from his forehead. The hammering inside his head had suddenly reached a fever pitch. His heart was beating wildly against his chest.

Something was very wrong.

"Stark…" Peter croaked desperately, trying warn him of what was happening. He reached up and grabbed his arm, when it felt as if a muscle spasm was rippling through his body and his grip tightened. Spider-Man's fingers coiled around Tony's forearm felt as if they were about to snap his bone in half, and he wrenched away from him, yelping.

"What the hell, Spidey?" Stark scoffed, rubbing at his aching wrist. "I can't force you to rest if you don't want to, don't have to break my arm over it." He flexed his fingers for a second, then noticed how Peter had gone rigid on the bed, and his face was white as a ghost. He immediately sobered up. "Spidey? What's wrong?"

Peter couldn't answer. It felt like his blood was boiling under his skin and moving through his veins with unnatural speed. His mind seemed to be slipping, and a monstrous persona within himself had suddenly risen up and was fighting to take hold of his being. He tried to battle against it, but his weak spirit was failing miserably. Peter's body sat up jerkily and he doubled over, wrapping his arms around himself to try to contain the beast inside as he cried out in agony. All the Avengers flinched back fearfully besides Tony Stark, who stepped foreword again with caution. He placed a hand on Peter's shivering shoulder and kneeled down.

"Spider-Man, what's going on?" he asked calmly. In response, Peter's head shot up to stare at him, and Stark nearly jumped out of his skin. Spider-Man's eyes had turned a harsh red color as if he was being possessed by a demon, and he was behaving as such. Tony stepped backwards, unsure of what to do.

"Jarvis, what's happening to him?" Tony asked his artificial intelligence with fear in voice.

A scanner flashed over Peter's trembling form before he answered.

_The venom still inside Spider-Man's body appears to have triggered an unidentifiable radioactive chemical within his blood that has been lying dormant inside his body up until now._

Peter's breathing was jagged and strenuous, and he yelled out again in horrible pain. Natasha gripped at the gun strapped to her hip. "What does that mean?" she hollered frustratedly up at Jarvis.

_Spider-Man's genetic code is being altered, _he answered briskly. _His DNA is rapidly mutating as we speak due to the radiation from the foreign substance. _

His body felt like it was on fire, the way it was burning and jerking as he struggled to keep the monster at bay. Stark watched the suffering boy on the bed tremble violently, and shook his head, feeling powerless.

"What do we do to stop it?" he yelled with disdain.

_You can't stop it, _Jarvis informed him. _The chemical is evenly distributed throughout all of the blood circulating through Spider-Man's body. You can either allow it to work itself through his system until his body either overcomes the episode or dies because of it, or, _the artificial intelligence paused for a moment, as if understanding the weight of the situation, _you can euthanize him in order to end his suffering. _

Stark cursed loudly. "Like hell. I'm not going to put him down like a dog, Jarvis." he marched up to Peter and grabbed him firmly by the shoulders, glaring fiercely into his blood-red eyes, which were glistening with terror. "Listen to me, Spidey. I don't know what's happening to you, but you have to fight it. You're going to die if you can't overcome this thing." He shoved him against the bed and held his trembling body down. "Do you understand? You're going to _die, _Spider-Man! You have to get through this. You've recovered from worse. Just _fight _until it's over with!"

That's all Peter had been trying to do: fight the monster that was trying to engulf his mind. But as he laid there, gasping for air, he realized that he'd never win the battle against the beast in the state he was in. He was too weak to overcome its rage, but had too much willpower to let it overcome him and turn him into mindless monster. He had to compromise. His only option was one that he did not like at all, but didn't really have the time to mull over. He had to accept the beast into himself.

Peter forced his warring heart and aching mind to calm down, and focused deep inside himself where the savage spider side of him lied. He relaxed his muscles, and allowed the monster to roam free within his mind, which was a terrifying feeling. Slowly, the battle began to cease, and the beast quietly settled over his being, like a new side of himself that Peter felt he could activate on command. Stark watched as the redness in Spider-Man's eyes begin to fade, and his violent shivering slowed back to the soft chills that rolled along his skin. The tense atmosphere of the room began to dissipate, and everyone sighed with relief.

"Damn, Spidey. Are you okay?" Tony asked him, releasing Peter's shoulders. Peter felt his mind enter back into reality for just a moment to take in all of the people standing over him with concern in their eyes. Then, before he could utter a word, his head dropped back against his pillow, and he was out cold. His mind and body were completely and totally exhausted.

_He's only fainted, sir, _Jarvis assured a startled Stark, who finally allowed himself to relax. _It seems the mutations to his genetic code have ceased, and his body has accepted the changes. _

The Avengers all took a steadying breath. The light of the silvery moon that had recently risen shined through the windows, illuminating the dark room. Steve grabbed his chest in his hand.

"Geez. Kid just about gave me a heart attack."

"Well," Natasha stated uneasily, rubbing her hands together, "that's enough excitement for one day. I think I need a drink."

"Make that two," Banner added shakily.

"Three," Stark jumped in, raising his hand weakly into the air.

"Another," Thor agreed.

Clint sighed. "Whiskey all around I suppose."

They all slept better that night than they had in a long time.

**_Poor Pete needs a vacay. :,( FYI, I don't know if it will be in the next chapter or the one after, but there's something that a whole lot of you _****_asked me to do in the reviews, and it sounded so cute that I was like "Oh, fine sure I'll put it in there." So yeah, whenever that happens, yo welcome ;) Now I gotta got frantically write the next chapter...ugh. Review please? :)_**


	14. Chapter 14

_**Disclaimer: Everything in this story belongs to me. NOT**  
_

_**Hola again. Chapter 14. Yay. I'll be honest, this was one of my least favorite chapters to write. It just seemed sooo long and boring and like there was soooo much talking and explaining going on. So yeah, sorry if it's not all that great. :/**_

_Chapter 14_

When Peter finally awoke again, he was in the same bed and the same room. It was midmorning. He had an IV needle in his arm. And he felt a _million_ times better than he had the day before.

In fact, he felt a little _too_ much better. As Peter sat up from his pillow, he felt as if he was moving far too fast for the world around him. His fever, headache, and nausea were completely gone. He felt incredibly jittery, like he had just drank a quadruple shot expresso and eaten twelve bags of chocolate covered coffee beans, despite the fact that his stomach was moaning with hunger. All of this seemed strangely familiar, and he quickly realized why. He felt the same way he did whenever he'd woken up on the subway way back when, the night the spider bite had taken effect and granted his body with spidey powers. Only now, the sensation felt much stronger.

Peter felt a terrible need to stand up and move his limbs, maybe run around a little bit, but the needle in his arm restrained him from doing so. He huffed irritably, watching the liquid drip down the tube for a while, then stared around the room again. He was surprised to see that all of the Avengers were strewn across the ground and on the furniture, sleeping in jumbled, messy heaps. Thor was snoring loudly on the carpet. Tony Stark was collapsed on the tile floor with a large glass container of whiskey on his chest, which was rising and falling with his breathing. Clint was settled comfortably on the couch with Natasha curled up in his lap, her curly red hair hiding her face. Steve was sitting quietly in a chair, appearing much more professional and dignified in his slumber than the rest of his teammates. And Bruce Banner was lying facedown on the ground, a glass of stale alcohol held limply in his hand. Peter could barely contain the laughter that welled inside of him at the sight, and he bit his lip, wondering what he should do now. Then a professional-sounding voice from the ceiling suddenly spoke, startling him.

_Good morning, Mr. Spider-Man, _the voice said cheerfully, and Peter stared upwards in confusion.

"Uh, good morning," he answered warily.

_My analysis of your anatomical functionality indicates that you are doing and feeling much better than yesterday._

Peter sighed with relief. So he hadn't fallen asleep for a whole week again. He remembered the horribly painful episode he'd gone through yesterday, and could still feel the savage spider side of himself residing within his being, like a slumbering beast waiting to be awakened. But the feeling wasn't unpleasant; rather, it simply felt as if he had a sort of trump card up his sleeve. A great and unknown power that was under his will to activate and utilize. He had no idea why it had suddenly shown up inside of him and made him go all red-eyed and scary, but he was glad he had somehow managed to tame it for now. The idea sort of unsettled him, but he tried not to think about it too much. He took note of how all of his pains and aches were gone, and smiled slightly.

"Yeah, I am actually. I feel better. A _lot_ better."

_I'm glad that is so, _he told him. _I'm sure Mr. Stark will feel the same way once he awakens._

Peter narrowed his eyes amusedly. "Who are you, exactly?"

The voice took on a proud, robotic-like tone. _I am Jarvis, Mr. Stark's artificial intelligence. Just A Rather Very Intelligent System. I was created by Tony Stark as his assistant, and I've developed into a sort of companion who aids Mr. Stark in his daily activities, experiments, battle strategies, dietary choices, and so on. _

Peter nodded, impressed. "Cool."

_Would you like me to awaken the Avengers for you?_

"Uh," Peter faltered, shrugging his shoulders, "sure, I guess. I mean, I don't really - "

Before he could finish, a sound like an air horn exploded from above, cutting off Peter's speech and causing him to jump. Immediately, the limp bodies dotted across the room sprang up, yelling in surprise. The large glass container slid off of Tony's chest and clattered to the ground noisily, and Clint accidentally dumped Natasha on to the floor. Thor looked as if he was about to knock someone's head off with his hammer, Bruce sat up lazily, and Steve was up on his feet in an instant, having to remind himself he was no longer in army camp and fighting the urge to throw up a salute.

_The new sound system you installed is working beautifully, sir,_ Jarvis informed Tony jubilantly. Stark groaned with irritation, rubbing at his sleepy eyes and regretting the amount of whiskey he'd induced last night as a headache settled over his skull.

"Glad to hear it," he muttered, pinching the bridge of his wrinkled nose. "Maybe you could've tested it on some _other_ sound. You know, like ocean waves crashing quietly or Morgan Freeman singing a damn lullaby."

_I shall take note of your request, sir. I apologize for awaking you all, but Spider-Man has come too._

Peter rubbed the back of his neck awkwardly as all of their eyes landed on him, and he refused to meet any of their gazes. They all immediately perked up.

"Hey, looky here who's up!" Tony said with a grin, almost slipping on the alcohol spilled across the floor. He stopped a considerable distance away from his bed, looking surprised. "Wow. You look _much _better. Like, geez, did you take some magic drug while we were sleeping or something?"

"No," he answered simply. Natasha and Clint walked up behind Stark, both looking slightly embarrassed. Steve came over on his left, and Bruce gathered himself from up off of the floor. Thor hung back, twirling his hammer around his finger.

"Well, do you feel any better?" Agent Romanoff asked him, messing with her hair distractedly.

Peter crossed his legs under the sheets, trying to contain how restless he was. "Yeah, I'm much better. I feel like I've completely recovered from whatever sickness I was feeling."

Bruce yawned widely, rubbing his forehead. "I woke up early this morning and noticed how much your condition had turned. When I checked your injuries, they were all totally healed."

Surprised, Peter looked down at his side again, and saw that the once red and enflamed stab wound had been reduced to a light scar that wrapped around the area just above his hip. He touched the skin gingerly, and found that no pain followed.

"I removed the stitches on your side and arm while you were asleep, seeing that didn't need them anymore. I have no idea how you went from not healing at all for nine days to all your wounds healing in one night, though. You're one weird kid, Spider-Man."

Peter didn't really blame him, since he didn't understand it either.

"However it happened, I'm glad your okay. You scared the crap out of us whenever your eyes went all red and whatnot." Steve glanced over at Tony. "I'm still confused as to what exactly was happening to him."

Tony looked thoughtful for a moment. "I know _what_ happened with the whole radiation screwing up your genetics or whatever. What I don't understand is how you…y'know, _survived it." _He shook his head, scratching at his hair. "Oh well. What does it matter? Let's just be glad you aren't dead."

Peter grinned slightly. "Yeah, I guess so."

"Anyway, do you need anything?" Steve asked him.

He shook his head, but was interrupted by his stomach growling loudly, causing everyone to chuckle. Peter looked down at his hands balled in his lap, feeling slightly embarrassed.

"I guess I'm kinda hungry," he admitted casually. He ran his fingers through his oily hair, then wrinkled his nose, "and I _really _need a shower."

Tony laughed boisterously. "No kidding. I'll order some pizza." Bruce walked over and removed the IV needle from his arm, which felt liberating. Peter rolled his shoulders and stretched, grateful for the mobility it provided.

"There's a shower with soap and stuff back there," he told him, pointing. "I'm pretty sure there are some clothes in the closet, although I doubt anything I have will fit your skinny ass."

Peter chuckled. "I'll manage."

"Can you walk on your own?" Banner asked.

Peter nodded. "Yeah, I think so." He was itching to get on his feet, but didn't really want to stand in front of all of them in just his boxers. They got the message, and filed down the staircase politely. It felt good to not have twelve eyes constantly trained on him for a change. Once they had all vanished, he hopped to his feet, still feeling like he was moving much faster than normal, and slipped into the bathroom.

Peter felt like he was showering in the Queen's royal castle. The walls were made of polished marble, and it was _huge. _The soap smelled so expensive and fancy, and the water pressure put his own crappy shower head's to shame. When he had washed himself squeaky clean, he was almost afraid to touch the fluffy white towels stacked neatly on the shelves as if he were in a museum or something, but eventually he came to his senses and took one.

Stark had been right about the clothes - all of the pants he tried on kept slipping down to he knees whenever he started to move. He eventually gave up and found a belt to hold the pair of cargo shorts up, and settled with a baggy T-shirt on top. Once he was dressed, he turned the doorknob to leave the room, only to feel it pop off the door. Surprised, he looked down into his hand, and found it sitting in his palm.

_This again? _he thought in shock. He hadn't accidentally broken anything due to his enhanced strength in a long time. Why was he suddenly feeling like he didn't have control over it? What was going on?

He rolled the doorknob around in his hand thoughtfully. Maybe since he hadn't used his powers in a while his body was just having trouble readjusting. That kind of made sense, but he doubted that it would be_ this _bad if that were the case. He gently curled his fingers around the steel ball, and it collapsed in his hand like tin foil. He dropped the crumpled heap of metal to the floor in surprise, then sat there startled for a moment, mulling over what he'd just done.

_Have I…gotten stronger? _he suddenly wondered. That would explain why he felt like he was moving so quickly and was going around crushing things with his bare hands. _Did that venom trigger some kind of enhancement in my abilities?_ He really wanted to find a way to test his theory by running around the room as fast as he could or seeing just how much weight he could lift on the bench press in the corner or something, but he didn't want to end up breaking anything else. He regrettably decided he'd figure it out later in a place where there weren't so many things around for him to destroy. For now, he'd just have to be careful. He scooped the crumpled doorknob off the floor and gingerly pushed the door open with his index finger before exiting the room.

Peter took a moment to marvel at how wonderful it felt to be clean and not dying in bed, staring out the window at the city below. Numerous cars crowded the busy roads, and tiny people walked on the sidewalks. He'd missed watching the hustle and bustle of the world beneath him, and longed for the sensation of swinging high above the streets again. In that moment, he realized that he could just leave right now. He could slip out of one of the windows without any of the Avengers knowing and try to find his way home. He could escape. The idea injected a boost of adrenaline into his veins, and he reached his hand foreword, his fingers touching the glass that separated him from the outside world. As he thought more about it, however, he began to question whether or not it was a good idea. They had all of his stuff: his suit, his web-shooters, his mask, so he couldn't web-zip his way home. He had no money for a taxi, and had no idea what part of the city he was in. He'd likely have to walk around aimlessly until he figured it out, then make his way back to his house or Gwen's house, whichever was closer. The thought of it sounded exhausting, and there was still another reason keeping him inside the tower. As much as he hated to admit it, the Avengers had saved his life, and he felt like he owed them for it. And despite his stubbornness to believe it, he knew they truly felt sorry for trying to capture him and had been worried about his wellbeing while he'd been sick on Scorpion juice. Slipping out like he would seemed kind of low after all they'd done, and he knew the morals instilled in him by his Uncle Ben would keep nagging him unless he paid up where he knew it was due. Peter sighed heavily, letting his hand fall to his side, when the tantalizing smell of greasy cheese and doughy goodness met his nose, and he felt his mouth start to water and his empty stomach moan pleadingly. Eventually his hunger got the best of him, and he shoved his hands into the baggy pockets of his pants and strolled down the stairs.

Peter walked into the next floor down to find the Avengers all munching on pizza and grabbing more slices from the opened boxes scattered across the table they were all gathered around in an unorganized manner. Stark took notice of Spider-Man coming down the stairs and grinned.

"Hey there," he greeted him, snorting when he noticed how ridiculous his clothes looked on the kid. "Here, grab a slice." Tony slid a box of pizzas across the table. He overshot it, however, and it flew off the edge. Peter's reflexes kicked in, and he snatched the box out of the air before it fell on to the ground, catching a few stray slices that had flown out with his spare hand.

"Thanks," he said cooly, taking a big bite out of the pieces he'd caught and tossing the box back on to the table. He sat down beside Clint Barton, who whistled amusedly.

"Impressive," he stated, watching Peter finish off the three slices in a matter of moments and reach for more. "Are you always this cool when you're not half-dead?"

Peter shrugged, grabbing another four pieces of pizza as his starved stomach begged for more. "If that's what you'd call it, then yeah." Looking thoughtful for a moment, he reached into his pocket and pulled out the crumpled ball of metal, dropping it in the center of the table. "I kinda broke that."

Tony picked up the steel heap curiously. "Is this a doorknob?"

"Yeah. Sorry."

Stark laughed under his breath. "Geez. You've got quite a grip." He slipped the doorknob into his pocket. "I'll fix it later."

"So you're like a spidery ninja," Steve concluded suddenly, taking another piece for himself. Peter glanced over at him before nodding uncertainly, and he smirked. "Kinda like Romanoff, if you think about it."

"Give me a little credit," Natasha chimed in. "My name's a lot more creative than just slapping "spider" and "man" together. Black Widow - it has a nice ring to it."

"Did you come up with that yourself?" Tony asked Peter, who was chewing laboriously. He swallowed, narrowing his eyebrows.

"Yes. I just sort of said it on the fly, and the name stuck. So I kept it."

"When did that happen?" Bruce inquired, and Peter hunched his shoulders defensively.

"Damn, are you people always like this?" he scoffed, taking another huge bite. "Always asking a bajillion questions. Just let me eat my freaking pizza in peace."

The Avengers laughed loudly at that, which only irritated him more. "Sorry, we're just really curious about you," Tony explained. "You've been here for ten days, and we still know nothing about you."

Peter swallowed his last bite down painfully. "Ten days," he repeated, his half-eaten slice of pizza falling from his hands. Panic suddenly seized him. "Oh, crap. I have to - I gotta - " He whipped around to face Stark, who blinked in surprise. "I need to borrow a phone."

Tony wiped his greasy hands on a napkin. "Oh. Alright. I gotcha." He stared up at the ceiling. "Hey, Jarvis. You there?"

The air was silent. Tony waited a few more moments, then wrinkled his brow in confusion. "Jarvis? Hello?" His A.I. didn't respond. Stark scratched at his hair, puzzled, when the artificial intelligence finally spoke, and its voice sounded slightly alarmed. _Sir, someone is hacking into my security syste - _he began, but was then interrupted by a strange static noise before cutting off completely. Tony crossed his arms.

"Wait, what? Jarvis?"

The ceiling was silent.

He stroked at his facial hair, appearing confused. "Did he say _hacking?_ Geez, I need to update Jarvis' vocabulary, too."

Peter sat puzzled for a moment. "Should we be concerned?"

Stark pursed his lips. "I doubt it. Sometimes Jarvis' speech just get's all jacked up." He turned towards Peter confidently. "Besides, no one's capable of breaching this tower's security system."

Suddenly, the elevator in the corner of the room pinged cheerfully, and Tony along with the rest of the Avengers went rigid. Their heads slowly turned towards the doors.

"Oh, crap."

Instantly, they all scrambled to their feet, assuming threatening-looking positions, and Peter became startled. He ungracefully stood up alongside them, feeling out of place, and began to grow nervous as their eyes bored into the steel doors fiercely. The atmosphere was tense with anticipation as the elevator finally slid open.

Two figures stood inside. Peter had to take a moment to process what he was seeing. On the left was a caucasian man with a charismatic charm in his eyes and a slight smirk on his face, and the other was…a _pirate?_ That was the first thing that came to Peter's mind, anyway. The man was dressed in a long black leather trench coat with matching gloves and pants, and his skin was rich and dark. He had a completely bald head and a thin goatee cut cleanly around his lips. He also had a terrifyingly commanding presence to him, and his forehead was wrinkled as if in deep contemplation. Peter pegged them both as S.H.I.E.L.D. agents, which immediately raised a red flag inside him. The "piratey" part of the man on the right, however, that made Peter feel the most uneasy was the black eyepatch covering his left eye, which had a strap that went all the way around his shiny head. He and the other man stepped into the room confidently, surveying the scene before them. To his surprise, having only the one eye made the man's sweeping gaze seem all the more intimidating. When his single pupil landed on Peter Parker standing stiffly behind the poised Avengers, he swallowed nervously.

"Sorry to barge in like this," the man on the left remarked with a grin, "again." He twirled a small device around his finger casually, then tossed it to Tony, who caught it, startled. "Your security needs an upgrade, Stark."

_I seem to have been thwarted, sir, _the tiny voice of Jarvis said from the mechanism in Stark's hand. _All of my data appears to have been absorbed into this device. I apologize for any inconvenience this might cause you._

Tony looked shocked. "Hey! What'd you do to him?" He stared down at the small mechanism in his palm. "I'm sorry, buddy. I'll install you back into the grid ASAP and build you a brand new fancy security system," he flashed a threatening look at Agent Coulson, "one with more explosives and booby traps."

_I'd appreciate that, sir, _the little Jarvis spoke gratefully. Stark slipped him into his pocket, then looked back over at the two men, his body still tense. None of the Avengers appeared to have relaxed, in fact, so neither did Peter.

"What do you want?" Steve asked them, his fists clenched at his sides. The two men didn't answer. The pirate man's single eye was still trained intently on Peter's face, and he felt himself begin to sweat beneath his gaze. Then, the man began slowly walking towards him, his hands behind his back. The Avengers looked puzzled as he pushed past them silently, not exactly sure whether or not they should stop him. His steps were confident and unfaltering until he stood right in front of Peter, where he stopped abruptly, his eye cold. The man only had about an inch on Peter in height, but Peter felt as if he was cowering beneath a giant. He swallowed, trying not to let how intimidated he was show on his face. He had to remember who he was and what he was capable of. If this guy tried anything, he knew he could take him on. The man stared at him a moment longer as if he was drinking in every detail of his face, then finally broke the silence.

"So, this is Spider-Man?" the pirate asked, his voice rich and demanding. Peter's teeth were clenched tightly behind his lips, and he was uncertain of what to do. He vaguely wondered how the man had lost his eye, as he could see the scars of the injury peaking from behind his eyepatch. "The famous masked vigilante, the hero of NYC himself." He raised his eyebrows. "Is that you?"

Peter had no idea how he should respond. Was this a trap? If he told him, would an army of S.H.I.E.L.D. agents come pouring up the stairs to arrest him and drag him off to the Helicarrier? He licked at his dry lips, and then began to feel sickeningly frustrated. He was tired of running from these people, and tired of all the mind games they'd been playing with him. He wanted to confront them as to why they were seeking after him so tirelessly, and he needed to know what their true motives for capturing Spider-Man were. He was ready to face them. His fists balled at his sides, and he nodded slowly.

"I'm Nick Fury, the Director of the Strategic Homeland Intervention, Enforcement, and Logistics Division." He looked thoughtful for a moment. "Well, more like I _was._ I've had my eye on you for quite a while now, and so has the rest of S.H.I.E.L.D." Nick Fury crossed his arms adamantly. "Your existence has stirred up a lot of trouble recently. Probably more than you realize."

"Why are you here, Fury?" Natasha suddenly asked him sternly. "We don't want to have to fight you, too." He turned to face her.

"I've come here to inform you all of some disturbing news," he answered. "Something that will probably come as a bit of shock to everyone." He uncrossed his arms, appearing slightly apprehensive, then hurriedly walked over to the windows and closed the shutters and curtains. He then pulled a small device from his pocket and clipped it against the wall. The mechanism scanned the entire room with a strange blue grid, then a silvery film pulsated outwards from it with a low hum. The light traveled across the walls, ceiling, and floor until connecting together on the opposing wall on the other side of the room, and then vanished. Peter watched the device work its magic quietly, wondering what the purpose of it was for, when Nick Fury finally spoke, his voice reverberating off the walls.

"S.H.I.E.L.D. has been compromised."

A heavy silence hung in the room at his words. The Avengers' rigid muscles relaxed slightly, and shock seeped into their expressions.

"What do you mean 'compromised?'" Clint finally asked, his bow held stiffly against his side.

Nick scanned over all their faces, then folded his hands behind his back. "It has all been happening right under my nose. The critical extent of the situation did not fully come to my attention until yesterday." His brown wrinkled intensely. "You are all familiar with the multimillion dollar corporation founded by Norman Osborne, correct? Oscorp Industries."

Peter blinked in surprise at the mention of the company's name. Oscorp was where he'd been bitten by the spider that gave him his powers, and Oscorp was where his girlfriend Gwen Stacy worked. What did they have to do with any of this?

"I've heard of them," Stark answered carefully, crossing his arms. "What about it?"

Fury's eye remained fierce. "The incident that happened with the Hulk a while back. The man in the armor that attacked him and caused him to turn." His gaze shifted over to Banner. "MacDonald Gargan, aka Scorpion, as I've recently been informed. He was an employee who had been working at Oscorp with Norman Osborne on experimentations with new biological weapons technology. Things that no organization is supposed to be messing with." Nick Fury stared down at his feet in thought. " Before I'd been made aware of this, however, I didn't think much of it whenever I'd heard about a man in armor rampaging around the city. I just assumed some maniac had built himself a weapon to reck havoc on New York with. You know, the usual."

The Avengers and Peter listened intently, wondering where this was all going.

"But while I was running my usual security scan over S.H.I.E.L.D.'s data bases about a week ago, I happened to discover a hidden file under the military and weapons experimentation section. It was labeled 'Project Chimera,'"

"Chimera?" Clint repeated. "As in the greek mythology creature?"

Bruce shook his head. "I think he's referring to the biological definition," he clarified, looking a bit uneasy, "as in, an organism composed of two or more genetically distinct cell species."

Fury nodded. "When I was finally able to breach the file's high security and gained access to its contents, I discovered some highly disturbing secrets S.H.I.E.L.D. has been keeping from me and the majority of my staff." He blinked his single dark eye slowly. "S.H.I.E.L.D. has been funding Oscorp's illegal biological experimentation research behind my back. They've been experimenting on people and animals in attempt to create human-animal hybrids. Their goal is to engineer biologically advanced soldiers and form a military for S.H.I.E.L.D. that will have the capability of protecting the world from any threat that it may face in the future."

Peter's breath caught in his throat. _Cross-species genetics, _he thought, panic swelling within him. _Didn't they learn their lesson about how dangerous that is after the whole Curt Conners/Lizard ordeal? _

"What are you talking about?" Stark hissed. "Are you telling me S.H.I.E.L.D. is trying to create some sort of biologically-advanced army?" Tony shook his head in disbelief. "They know that nothing like that has ever worked in the past. What makes them think that they can accomplish the creation of functional animal-human hybrids now?"

In response, Nick Fury motioned towards his head towards Peter. "Him."

Surprised, all the Avengers turned to look back at Peter, who froze up under their confused gazes. An awkward silence hung over the room. He lifted his eyes up to Nick Fury, who was staring back at him coldly.

"What are you talking about?" Peter finally asked quietly, feeling incredibly conflicted as he clenched his fists together at his sides.

Fury began slowly walking towards Peter again. "Scorpion was a failed attempt to create their first chimera soldier. Well, he was the first that didn't completely fall apart immediately after conception, anyway. I originally believed that he was simply a man whose body had been grafted into a suit of armor, according to the autopsy my staff conducted on his corpse. But after I read through the secret S.H.I.E.L.D. file, I discovered that his DNA had in fact been mixed with that of a scorpion's through genetic mutation. He had been placed inside the armor in an attempt to control his corrupted mind and keep his deteriorating body alive. But obviously it didn't work, and he escaped from Oscorp and attacked the city." He stopped in front of Peter. "The reason that they got the idea to start this research and experimentation was because of _you, _Spider-Man."

Peter shook his head. "I don't understand. I didn't have anything to do with - "

"S.H.I.E.L.D. got ahold of some of your DNA," Fury interrupted him. "Some time after your fight with Curt Conners, they collected a sample of your blood from the scene where the battle took place. On top of Oscorp's tower."

Peter took a step back, fear rising into his throat. "What?"

"Under the secret file, there was an entire branch dedicated to all the data they've apparently been collecting about you since you've become New York's favorite little masked vigilante. It wasn't much, but there was a recently added section to the documentations concerning your genetic makeup from the tests they'd been running on your blood. What they discovered from it was what inspired them to begin Project Chimera, and is the real reason why they were so adamant on the Avengers capturing you and bringing you in to S.H.I.E.L.D.'s headquarters." Fury's eyebrows knitted together fiercely. "Your DNA - it's a perfect fusion of a spider's and a human's. The spider part of you has granted your body with new abilities, such as enhanced strength, agility, endurance, a healing factor, and the ability to climb on walls and such, while the human part of you still remains dominant over your being. Your mind hasn't been overcome by the animal DNA inside you, so you're still entirely _you,_ except that you now have these powers." He leaned forward slightly. "This is what they're after. They want to create more people like you, Spider-Man, and make an army of them to use to their advantage. That's why they've wanted to take you prisoner - they want to conduct experiments on you to figure out how you were created, and how they can replicate it."

Peter sat with his mouth slightly agape, dumbfounded by what he'd just been told. He shook his head in disbelief, and stared down at his hands. "I don't…understand. How could they…?"

"Hold on a minute," Stark interrupted, holding out his hand. "So everything we were told about why we were ordered to capture Spider-Man was a _lie? _It wasn't because they wanted to make sure he wasn't a threat to public safety, but rather because they want to _experiment_ on him like a rat in a lab?"

Fury glanced over at Tony slowly. "I don't believe the mission you were given was based entirely on lies. It seems as though S.H.I.E.L.D. is truly concerned about what Spider-Man is capable of, and want to make sure that he isn't going to cause the world any trouble. Even I was beginning to have second thoughts about him after I watched your fight a while back and saw the way he defeated you all. He's powerful." Nick Fury turned back to face Peter. "But that power is the whole reason as to why they began this project. They've seen your power and the ways you are able to use it to protect people, even if they have their doubts about you, and S.H.I.E.L.D. wants it for themselves so that they can do the same, but on a global level." He creased his brow in frustration. "Even if their overall intentions are good, the way they are going about it: experimenting on people and creating monstrosities like Scorpion. The benefits don't outweigh the risks, and it's all just sick and wrong. When I confronted the World Security Council about what I had discovered, they told me that they were simply trying to help the world become a more secure place for mankind. I tried to convince them that all of this was wrong and that they needed to stop this project before things got any worse, but they were all too blinded by that unobtainable vision to understand just how unjustifiable the unimaginably brutal things those scientists at Oscorp are doing to these people really are…" A chill went up Nick Fury's spine as he remembered the horrors he'd witnessed on the experimental documentation section of the file. He swallowed laboriously, then stared down at the floor.

Steve stepped forward. "What did you do, then?"

Fury unfolded his hands from behind his back and shoved them into his pockets. "I knew that if I kept arguing against their plans as I was that my position as the Director of S.H.I.E.L.D. would be revoked and that someone else would take my place, someone who wholeheartedly supported their project and the experiments that were going on because of it. I didn't want that to happen, so I pretended to have been converted by their petty argument and agreed that Project Chimera should be continued. I figured that by staying close to them I could gather more insight concerning their plans, which has been true so far up until recently. I've realized that the people supporting Project Chimera have almost completely infiltrated the senior staff of S.H.I.E.L.D. and Oscorp, excluding myself and a choice few of my comrades. Now, however, they've begun to seriously question my loyalty to the project since you guys have been keeping Spider-Man from S.H.I.E.L.D. all this time, and they told me that if I don't deliver Spider-Man to the Helicarrier for questioning and experimentation in the next three days that I shall be relived of my duties as Director of S.H.I.E.L.D. and considered a traitor to the agency and their strive for world peace. They'll send a team of master assassins to capture Spider-Man in whatever manner is necessary, and they won't stop for anything until they do so. They'll also suspend the Avengers Initiative and relinquish all your assets and connection to S.H.I.E.L.D., and will most likely fabricate some sort of excuse that you are all a threat to the world and try to arrest you in the name of national security."

The extent of how groundbreaking the news they'd all just received weighed heavily on all the Avengers' minds, and Peter was no exception. S.H.I.E.L.D. Oscorp wanted to _experiment_ on him? The thought of it made Peter shiver nervously, and he rubbed at the goosebumps that had flared up along his arms. A sudden realization then became apparent to him, and he glanced up at the one-eyed man.

"It won't work," he told him firmly. "None of it. What happened to me can't be replicated, no matter how many damn experiments they conduct."

Nick Fury raised his eyebrows. "And why is that?"

Peter stiffened, and his gaze dropped to the floor. How could he explain this to him without spilling the truth on all his secrets? The more he thought about, the more he realized that it'd couldn't be done. He could either tell him nothing, or tell him everything. He balled his hands at his sides, feeling frustrated.

"This is important, Spider-Man," Fury told him, a steely edge to his voice. "If you have any information about this their plans, we need to hear it. Innocent people's lives are at stake here."

Tony nodded agreeably, turning towards Peter with his hands on his hips. "You don't have to hide anything from us, Spidey. You can trust us."

Peter licked his lips and rubbed his palms together nervously, hating the idea that more people might be dying from Oscorp's experiments because of his undisclosed secrets. Finally, he sighed loudly in defeat, and lifted his gaze to face the stony glare of the one-eyed man.

"Fine," he grumbled, his hands falling to his sides. He looked thoughtful for a moment, wondering how to begin. "My father worked as a scientist at Oscorp. He worked with Norman Osborne on creating a new species of spider whose venom could be used to cure diseases, like the one that Mr. Osborne had." Peter narrowed his eyes. "But…Osborne wanted to use my father's research just like S.H.I.E.L.D. and Oscorp do right now - to create biological weapons." He paused for a moment, feeling a bit uneasy with the many eyes trained intently on him. "But he didn't want his work to be used for something like that, so he told Osborne that couldn't use his research for anything anymore. Mr. Osborne refused to accept this however, and decided to take matters into his own hands. He falsified information against my father so that his research would be confiscated from underneath him and kept by the scientists at Oscorp to continue working with. But my father wouldn't allow that, so he broke into Oscorp and destroyed as much of his research as he could to protect the world from what they were going to use it for."

Agent Coulson nodded slowly, rubbing at his chin. "How exactly does this all tie in to the problem we're facing right now?"

"I'm getting to that," Peter answered. "My father wasn't able to get rid of all it, however, so Oscorp still had some of the spiders he had created in their possession." He rubbed at the back of his neck uncomfortably. "And..they still had them, whenever I went there."

"You went to Oscorp?" Fury asked him. "What were you there for?"

Peter smiled somewhat awkwardly. "Well…I kind of snuck in. After I discovered that my father had worked with Curt Conners at Oscorp and that they had studied inter-species cross-genetics together, I was just kind of curious. So I snuck in with a bunch of interns. While there, I happened to bump into a guy who had something related with my father's research, so I just sort of followed him, and ended up in this weird room." He chuckled slightly, realizing how ridiculous his origin story probably sounded to all of them. "It was full of all these spiders, the ones created by my father. And…well…one of them bit me." He clapped his hands together, laughing uncomfortably. "And what do yah know, I fell asleep on the subway ride home and woke up with spidey powers."

Stark chuckled quietly, but Fury's expression remained cold. "That's all well and good, but how does that make it impossible for your powers to be replicated into an army of biologically enhanced soldiers? Couldn't S.H.I.E.L.D. and Oscorp just get these spiders to bite more people?"

"The spiders themselves are actually a hybrid of human and arachnid DNA," Peter explained. "A cross-species. Their venom would be harmful or maybe even fatal to anyone else except me."

"Really?" Nick Fury asked harshly. "What's so special about you?" .

Peter stared back into his single dark eye. "The human DNA in the spiders was my father's. For some reason, since he and I share the same blood, the spider bite did…_whatever_ it did to me, and now I'm like this." He looked down at the bare feet, shifting back and forth. "For anyone else, the venom would be incompatible with their blood, and just cause them to get sick and die or whatever." He glanced back up at Nick Fury. "I didn't figure any of this out until a long while after, when I discovered an old base owned by my father in an abandoned train station, where he explained all of this in a video he'd left behind before he - he died." Peter faltered for a moment, then sighed heavily, feeling as if a burdening weight had suddenly been lifted from his shoulders. When he noticed the room was silent, he glanced around at the people surrounding him, feeling uncomfortable beneath their stares.

"What?" he finally asked, rubbing his palms against his baggy shorts.

"What happened to your old man?" Steve asked him quietly. Peter could tell by their faces that all of them were incredibly curious, and glanced up at the ceiling above his head before he answered hesitantly.

"He and my mother were running from Oscorp with his research he'd stolen back from them. All I know is that the plane they were on ended up crashing, and they both died." Peter refused to meet any of their gazes, hiding whatever emotions the memory had stirred up within him behind a cold mask. Over the years of living with the knowledge that both of his parents were gone, he'd gotten pretty good at it. A tense silence hung over the atmosphere of the people in the sound-canceling bubble.

"So…you're an orphan?" Natasha concluded carefully, rubbing her gloved hands together. Peter rolled his eyes exasperatedly with an irritated snort.

"That isn't the point here, alright? What I'm trying to say is that no one can replicate what happened to me. My father's research is gone, and no amount of crazy experimentation they conduct is going to make…_this," _he gestured over dramatically to himself, "happen again."

"That isn't going to stop them from trying," Fury pointed out, "or make them stop trying to capture and experiment on you."

Peter's jaw clenched tight frustratedly, and he glared at the ground. "Well, that's all I know. I have nothing else to offer you."

Nick Fury crossed his arms, his voice demanding. "You underestimate your significance in all this, Spider-Man." His words confused Peter, and he glanced back up at him, puzzled. The one-eyed man held Peter's gaze a moment longer, then turned to address the rest of people before him.

"The world's most powerful security agency has become corrupted. We can no longer entrust the world's safety to their hands. This 'Project Chimera' business has only been going on for about a month now, and already its supporters have infiltrated the highest levels of S.H.I.E.L.D. and Oscorp's hierarchy, and are unrestrictedly conducting thousands of inhumane experimentations behind the government's back on people every day." Nick Fury shivered slightly. "I have no idea where they're getting all these volunteers for their damn cause from, but their numbers are startlingly high, and increasing as we speak."

Steve Rogers' face had gone pale, and he shook his head in disbelief. "It's like the damn Nazis all over again. How could anyone think something like this could be _helpful_ to the world?"

Nick Fury lowered his gaze helplessly. "I don't know, Rogers. But what I do know is that they are hurting people, and if the things they create turn out anything like Scorpion or the Lizard, even more people's lives are in danger. S.H.I.E.L.D. and Oscorp need to be stopped." He lifted his eye to stare at his team of Earth's Mightiest Heroes. "The world needs the Avengers to stop a great evil from corrupting it yet again, despite the fact that that great evil has conjured from within ourselves. I want you all to agree, here and now, to sever all of your connections to the agency of S.H.I.E.L.D. alongside me, and swear to protect the Earth from this unexpected threat that has now arisen before us."

The Avengers all shared a look of shock, their eyes wide as they switched between one another. It all quickly dissipated into an exchange of mutual agreement, however. A moment later, they turned back to Fury, each nodding assertively.

Nick Fury nodded back at them, his hands folded behind his back. "Good. Glad we're all on the same page now." He then switched his attention back to Peter, his jaw tight. "Except for you, that is, Spider-Man."

Peter blinked in surprise. "Me? What are you - "

"The Avengers are an elite team of unique people granted with varying strengths and abilities who are willing to put their lives on the line to protect this world from any threat that may come its way," he interrupted him, his stony gaze unwavering. "They were originally formed under S.H.I.E.L.D. for that purpose, and now I'm reforming them under my own authority to continue that duty." Nicky Fury placed his hands on his hips, and Peter was shocked to see the slightest of smiles pull up at the corners of his lips. Peter didn't even know the man _could _smile. "At this moment, I need my team to be as strong as ever in order to face the threat laid before us. And I believe that the addition of you to their conformity would make it as such."

Peter clicked his teeth together, his brow narrowed. "Come again?"

Nick Fury snorted amusedly, then reached out and laid his large hand on Peter's shoulder.

"I'm asking you to join the Avengers Initiative and team up with all of us to help stop these people's plan. You'd make an invaluable asset to this team, and I feel that your cooperation with us is a necessity if we want to execute this mission successfully."

Peter couldn't keep how shocked he was from showing on his face. "I…uh…wow. Are you serious?"

"I've felt that you've belonged on the Avengers ever since I watched you nearly get yourself killed while protecting the city from that crazy Lizard fiasco," Nick Fury explained to him with a chuckle. "It's that reckless but admirable selflessness you have that makes you special, and makes you a hero worthy of this team."

"We've all sort of felt that way, Spidey," Stark chimed in cheerfully. "When I asked you about it on the rooftop a while back, I was being serious."

"I told the entirety of New York that I wanted you to join the Avengers after I watched you protect them from Scorpion while you were passed out," Steve added. "You're a good kid, Spider-Man, and an amazing hero, and we all agree that we want you on our team."

The rest of the Avengers nodded in unison, all smiling at Peter softly. Peter looked over each one of their faces, and realized just how important this decision was. Back on the rooftop those many nights ago, he'd quickly dismissed the idea of ever becoming an Avenger, only mulling over the minor details without fully understanding the big picture of it all. He would no longer be simply dedicated to scouring the alleyways of New York City, foiling the petty crimes that lurked in the shadows of the night and then swinging back home to his messy room and warm bed. Little Peter would be involved in stopping full-on, Earth-defying, global-scale threats that endangered the safety of the entire world, just as the one they were all faced with at this moment. The incredibly new and heavy responsibly that this would place on his shoulders sounded terrifying, and he almost wanted to tell them that this was all too big for him. He was just a kid in spandex, after all.

But something inside him - something deep and invigorating that stirred within in his heart - would not allow him to do so. The reason he'd become Spider-Man in the first place was because his uncle had inspired him to want to do something that was greater than his quiet life as Peter Parker, something bigger than himself. That was what it meant to be a hero. And right here, amongst all these misfit people that had been scrounged together whenever the world had needed their help, something just felt _right. _To Peter's shock, for the first time in all of this hysteria, he truly wanted to join the Avengers. Peter Parker, aka Spider-Man, an _Avenger. _The idea boggled his mind, and yet it injected him with a newfound sense of purpose. It was the right thing to do. It was the next step he needed to take in becoming a better Spider-Man than he was right now. A better Peter Parker than he was right now. A better _human_ than he was right now. He was ready to do it.

But he still had two very important people he needed to ask about it first.

Peter stared back at Nick Fury's patiently waiting form, a kindling fire in his eyes.

"I think that - "

That's when the elevator behind them dinged merrily, interrupting Peter's words and causing him to falter. Startled, everybody in the room turned around to face the silvery doors, all becoming slightly tense. Peter's muscles coiled defensively within his body, ready to face any number of S.H.I.E.L.D. agents that might come bursting in to try to capture him. The air was tense with anticipation until the ominous elevator doors finally slid open.

Peter's eyes took in the soft pink cheeks, the sleepy red eyes, the warm gray scarf, the knee-high wool socks, the dark brown laced-up boots, and the curly blonde hair of the beautiful girl that stood feebly in the doorway of the elevator, a look of fear and uncertainty in her breathtakingly green irises, and his jaw dropped open in utter disbelief. His arms fell loosely at his sides, and he felt his muscles go limp as noodles.

"Gw…_Gwen!?"_

**_He he sorry, I got to this part and was just like, "naw I'm done wit dis chapter, peace out." The thing will happen in the next one. :) It turned out a lot cuter than I thought it would. This chapter though, just ugh. Sorry. The next one is better I promise :)_**


	15. Chapter 15

**_Disclaimer: I don't own zip. Nothing. Nada. Nunca. _**

**_Y_**_**aaay chapter 15, the one with the thing! I'm glad you guys suggested it to me, because it turned out to be really fun to write. This chapter isn't nearly as long as the 8,000 word chapter 14, which made it easier for me to write and reread haha, so I like it better. Okay, now I gotta get all sappy for a moment. I just want to **__**reiterate**__** how amazing all you peeps are for liking my story so much! I started it just as a **__**pastime**__** for the boring summer days, and now I feel like I have a job pleasing you people! (in a good way haha) Seriously, thanks for all the unexpected support. You all make me so giddy XD. Alright, ew, enough of that. Read it and weep. With joy. Love you guys.**_

_Chapter 15_

The Avengers all stared in shock at the young girl standing in the elevator.

"Gwen?" Clint Barton repeated, puzzled.

Gwen Stacy stood before them silently, her eyes scanning over the iconic faces of the people in the room, a look of deep pain in her expression. As soon as her gaze landed on Peter's face, her shoulders went lax, and her knitted eyebrows unfurled. Immediately, her eyes welled with tears that began to drip down flawless face. _"Peter…"_ She whispered with unimaginable relief in her voice. She cupped her mouth with her hands, laughing and crying and shaking her head all at the same time. Then, without thinking, she sprinted towards him.

"Peter?" Tony asked, frowning.

_"__Gwen?" _Peter sputtered again in disbelief, still having yet to recover from the shock that she was actually here just before his girlfriend flung herself on top of him, crushing his body in a warm hug that made him gasp. He just sat there for a moment, listening to her cry hysterically and feeling her arms wrapped protectively around him. Then, coming to his senses, he gently hugged her back while she sobbed into his shoulder. He stroked at her long blonde hair, trying to soothe her shivering body.

"Gwen…Gwen, it's okay. Please calm down. Everything's okay."

After a lengthy while of just squeezing one another in a long embrace, Gwen's eyes shut tight and her tears wetting the fabric of Peter's shirt, her weeping began to quiet slightly. Finally, she released him from her powerful grip, and leaned back, sniffling. Gwen then reached into her pocket and pulled out her cell phone, flipping through her contacts. Peter watched her thumbs tap against the screen madly, and sighed. He was about to pour out to her everything that happened, why he'd been gone for so long, and why he hadn't been able to tell her anything, but before he could say anything, Gwen finished her text message, placed her phone back into her pocket, raised her hand back, and slapped him right across the mouth. Peter's words caught in his throat, and he blinked in surprise, startled, but not nearly as much as the Avengers and the two former S.H.I.E.L.D. agents who were watching the whole scene unfold before them.

"What is _wrong _with you!?" she finally yelled at him, causing him to flinch back fearfully. "First, the restaurant with the gunman and the hostages and not telling me if you were okay until the next morning, and then you get attacked by a bunch of green monsters and just vanish off the face of the Earth for almost _two weeks?"_

Peter swallowed nervously. "Gwen, I - "

"You haven't called me _once!_ Not _once_ Peter! Do you have any idea how _worried _your aunt and I have been? We haven't slept a single night since you've been gone!"

Peter shook his head helplessly. "Gwen, please, just listen - "

"Shut up! Just s_hut up! _I _hate_ you, Peter Parker! I hate you so much!" His girlfriend buried her face in her hands, bawling miserably. Peter's heart felt like it was being torn to pieces as he watched the girl he loved cry so bitterly, and his hands hovered around her shoulders, wanting desperately to find some way to comfort her. Her voice became thick with a deep, heavy pain that made guilt throb in Peter's chest. "I thought…I thought you were _dead,_ Peter! I really thought you had died. That's all that's been on the news, that's what everyone's been saying. But you've just…you're just…"

Her speech was interrupted by another fit of miserable weeping, hiccups puncturing her sobs and her shoulders shaking violently. Her beautiful blonde hair fell around her face as she cried, and her nose had turned cherry red. Peter reached forward, not knowing what to do or what to say that wouldn't make her mad again. He sighed helplessly.

"Gwen, I'm so - "

Before he could finish, Gwen suddenly released her face from her hands. She wiped at her eyes, and in one quick movement, she raised up on her tip-toes, leaned forward, and began kissing Peter passionately on the lips. He was taken by surprised by the sudden display of affection after all the hitting and the yelling, but before he realized it, Peter Parker had fallen victim to Gwen Stacy's infatuating spell. His eyes slipped shut, and he kissed her back, wrapping his arms around her and pulling her closer, realizing just how much he'd missed having her with him and the familiar feeling of her lips against his own. Gwen's hands raised up to cradle his head and stroke his hair, and for a long time the two just kissed each other like it'd been a lifetime since they'd been together.

_"__Ahem," _someone finally coughed after a long stretch of time had passed, clearing their throat loudly. The noise jarred Peter out of the trance he was in, and he and Gwen finally separated. The two glanced over to where the sound had come from, Peter's hands still wrapped gently around his girlfriend's waist.

From across the room, all of the Avengers and the two secret agents were staring at the couple before them, each with a smirk playing mischievously across their lips. Realizing what they'd just witnessed, Peter's face flushed a deep shade of red, and he averted his eyes from their smug gazes.

Tony Stark coughed amusedly. "Well then, _Peter Parker._ That was quite…bizarre." He stroked at his thin facial hair, grinning. "Who's this?"

Peter ran his fingers through his hair repeatedly, failing to hide his flaming embarrassment. "Uh…well um, this is…this is Gwen. She's my…my…"

"His girlfriend," she finished for him confidently, wiping the tears from her eyes and smiling up at him brilliantly. He looked down at her beaming face and couldn't help but smile back, feeling himself being bewitched by her beauty all over again.

"Uh huh," Tony stated, still smirking. "I'd hoped so, the way you two were practically eating each other's faces off. For future reference, I have an extra bedroom in the back in case you ever have the urge to do that again."

Peter's felt his cheeks burning and he shook his head back and forth vigorously, but Natasha gave Stark a well-earned shove to the side.

"Would you leave them alone?" she told him as he laughed uncontrollably into his hand. She cupped her cheek with a dreamy look in her eye. "Young love is so precious. And you have no right to judge, playboy."

"Hey, I'm not like that anymore," Stark insisted cooly. "Pepper and I are in a steady relationship now. No more one night stands for me." He then glanced back up at the two teens huddled close across the room. "So, Peter Parker, huh? That's a fun to say. And why didn't you tell us sooner that you had a girlfriend?"

Peter stared at the ground, still blushing tremendously. "You didn't ask."

Gwen cradled Peter's face in her warm fingers, her alluring green eyes only inches from his own. "I've really missed you, Pete," she told him quietly, causing butterflies to flutter about in his tummy. Peter laughed nervously, his voice squeaky with embarrassment.

"Yeah! I mean…yeah. I've really missed you too."

Gwen smiled up at a tremendously flustered Peter Parker and planted a gentle kiss on his nose, which did not help him in his efforts to clear the red from his cheeks _at all. _She giggled, adoring the fact that she could always incite such bashful behavior from the person the public considered to be the unshakable hero of New York City, the infamous masked vigilante Spider-Man.

"Excuse me, sweetheart," Tony Stark interrupted their googly-eyed exchange once more, "but how did you manage to get into my tower?"

Gwen narrowed her eyes at him. "The front door was unlocked."

_A thousand apologies, sir, _the small, muffled voice of Jarvis said regretfully from his pocket, and Tony chuckled.

"Why didn't you come here sooner?"

"I _did _come," Gwen hissed at him frustratedly, a furious tone entering her voice. "After I heard that Peter had been injured and taken by the Avengers to their tower, I tried to come here to see if he was okay just like so many others did. But your damn British butler voice man kept warding us all off and scrambling all my infiltration codes whenever I tried to break in, and Captain America told us that he'd sick the Hulk on us if we didn't leave."

Bruce shot Steve an unamused glare, and he rubbed the back of his neck sheepishly.

"Ha ha. Sorry about that, Miss. You were all just very loud and intimidating, and I was afraid you might start a riot if I didn't do something about it."

"Why have you all been keeping him here this whole time in the first place?" Gwen yelled at him. "Everybody's been worried sick about Spider-Man's wellbeing; why didn't you just tell us that he was okay or let people see him?"

Stark opened his mouth to respond, when a familiar voice suddenly drifted from the floor below. Footsteps clicked and padded against the marble staircase, and he glanced over to see a familiar red-headed woman come walking up the stairs. She stopped before entering the room, her eyes wide, only her head and shoulders visible.

"Pepper?" Tony said in surprise. He coughed nervously as she stared around at the miniature army that had invaded her living room. "Uh, hey babe. You're back from you business trip awfully early. Didn't you say three weeks?"

She wrinkled her eyebrows together, frowning in confusion. "My meeting in Tokyo was cancelled…" she began, "so I flew home early." She scanned over the many familiar faces of the people in the room, who were scattered about unorganizedly, when her eyes landed on the pair of misplaced teenagers cuddling each other amongst the crowd, and she squinted.

"Who are these two?" She asked, turning towards Tony with a skeptical look on her face. "Please don't tell me they're yours."

Stark just about gagged. "Oh gosh Pepper _no. _Geez, I haven't been _that _careless." He shivered uncomfortably, then gestured to them with an outstretched hand. "This is…uh…Peter. And his girlfriend, Gweth."

"Gwen," she snapped at him, hugging Peter's arm tightly.

Pepper Potts looked shocked upon hearing the two names. She then glanced behind her shoulder, smiling widely.

"Wow. You weren't lying after all, ma'am. They are here."

Tony cocked his head to the side in confusion. Pepper walked the rest of the way up the staircase and slightly to the left, and following close behind her was a frail middle-aged woman with an exhausted but hopeful look in her eyes whose arms were wrapped feebly around herself. When Peter's eyes fell upon the old woman's soft face, he felt his heart melt.

"Aunt May," he breathed, watching her make her way up the stairs. At the mention of her name, she glanced up, and the most loving smile imaginable spread across her withered face.

"Peter," she said in disbelief, as if the word itself granted her new life. She dropped her purse to the floor and ran up to him, wrapping his body in a fierce hug. "Oh, Peter. My boy."

Peter hugged his little aunt back, swallowing down the childish emotion that had risen into his throat at the sight of his guardian. "Hi, Aunt May."

"Oh, Pete," she said once more, relief overflowing from her heart. "I've been so worried about you."

Peter took a shaky breath, nodding sadly. "I know. I know. I…I'm really sorry."

Gwen came over and joined their hugging circle, squeezing the two of them tightly. Their tiny, broken family was finally together again, and Peter had never felt so whole before in his entire life.

"I'm so glad you're okay," May Parker told him gently, her face pressed against his shoulder and her arms curled around him warmly. Peter bit his lip, fighting off the tears he felt beginning to gather in the corners of his eyes, and shook his head, a pained smile spreading across his face. His voice cracked as he spoke.

"Yeah…I…me too."

After littering his forehead with a plethora of kisses, Aunt May and Gwen finally released Peter. May slipped a handkerchief from her pocket and dabbed at her tearful eyes, smiling sadly.

"You've been gone for so long, Peter. I - I thought…I didn't know what to do. I didn't know if I should call the police, or…or if I should tell them the truth about you. Thank God that your school's been cancelled because of the damages caused by that monster's attack. I don't know how I would've explained everything to them. I've just been so scared that you…you were…" She shook her head dismissively and let out a weak laugh. "We didn't even get to celebrate your birthday together, Pete."

Peter blinked in shock. "My birthday?"

"It was on Monday," Gwen informed him quietly, a melancholy look in her eyes. "You're seventeen now. We even baked you a cake and everything, hoping you'd show up."

Peter glanced over at Gwen's sorrowful face, feeling like a large chunk of his life had been stolen from him. "I'm…really sorry."

"You're just turning seventeen years old?" Clint suddenly asked him with a snort. "Damn. I knew you were young, but this is a little ridiculous."

At the disturbance in their conversation, Gwen and Aunt May turned around to face the large group of people who'd been sitting by silently watching them up until this point. Peter looked up as well, realizing that he'd almost forgotten that they were all there.

"You people," Aunt May said quietly. Peter raised his eyebrows, surprised to hear a fierce anger enter his aunt's usually sweet and gentle voice. "You're the Avengers, right?"

The Avengers all looked slightly intimidated by the tiny old woman glaring at them with a threatening look in her eyes. None of them said a word, so Nick Fury finally stepped forward confidently.

"Yes, ma'am. This is my team, Earth's Mightiest Heroes." Fury motioned to the man on his left. "And this is my coworker and friend, Agent Phil Coulson." He held out hand for Aunt May to shake, offering her a small smile. "My name is Nick Fury. I'm the leader of this group, and I - "

Before he could finish, Peter watched in shock as his aunt unapologetically backhanded the one-eyed man right across the face, causing everyone in the room to jump with a start. Peter let out a gasp, never having witnessed such violent behavior from his sweet Aunt May, and fearing what would come next.

Nick Fury just sat there for a moment, his single eye closed tight and his eyebrows raised in surprise, letting out a slight grunt of shock and pain a moment after her hand had connected with his cheek. His unshaken hand still remained hanging outwards in the open space.

"Don't you dare go all 'Earth's Mighties Heroes' and 'agents' on me!" Aunt May hissed at him ferociously, sounding as if she were scolding a child. Despite the fact that Peter knew the situation was serious and his aunt's actions might end up getting all three of them killed or something, he found himself biting back a terrible bubble of laughter that had suddenly rushed up his throat as he observed the scene before him. He clasped his hand over his mouth, failing to contain a few giggles that slipped from his lips. "Peter told me everything about how you guys were trying to hurt him and capture him and deliver him to some stupid group! Sword or whatever!"

"S.H.I.E.L.D.," Steve corrected her quietly. Aunt May shot him a deadly glance that shut him up really quick.

"I don't care what it's called! All I know is that the night he came home after meeting you people, he was covered head to toe with more bumps and bruises and scratches than I could count!" She glared up at Nick Fury, who was rubbing his sore cheek gingerly. "And now this? Why have you people kept him trapped here for so long?"

"No, we haven't been - " Tony tried to say, but was quickly cut off as Gwen Stacy took a threatening step forward.

"Have you been keeping him prisoner and _torturing _him to get him to tell you all his secrets?" she practically spat, balling her fists at her sides.

"No, ma'am," Steve answered her firmly. "Spider…I mean Peter has been here for so long because he was mortally injured by Scorpion a while back, and he's been in a coma since then up until yesterday."

Aunt May and Gwen stepped back slightly, their eyes wide. "What?"

"Peter was injected with some sort of venom," Tony explained. "It almost killed him, but we managed to conjure an antidote in time to keep him alive. He's been unconscious this whole time, until he finally woke up yesterday afternoon."

The two women shared a look of alarm. They glanced back at Peter, who simply gave them a curt nod. Then May's eyes became steely, and she whipped around to face Stark again.

"That doesn't explain why you haven't let anyone come in and see him, or told anybody that he was okay. You've driven us all mad with worry."

"We had our reasons," Natasha jumped in, her hands on her hips. "First of all, he was terribly ill and definitely _not _okay, and we thought a bunch of people coming in might put him in even greater danger of dying, seeing that his immune system was being suppressed. Secondly, S.H.I.E.L.D. agents have been trying to sneak in here to capture him this entire time, so we couldn't trust anybody who claimed they needed to see Spider-Man to come inside. We've been trying to protect him."

Gwen shook her head. "That doesn't make any sense. _You're_ S.H.I.E.L.D. agents. _You're_ the ones who have been trying to capture him."

"I can answer all of your questions," Nick Fury suddenly said, rubbing his gloved fingertips together. "That is, if you could so kindly restrain yourself from slapping me across the face before I finish."

The two women stared at him with spite in their eyes, but begrudgingly nodded in unison.

"Thank you," he muttered. "The thing is, S.H.I.E.L.D. has been corrupted by joining up with a company known as Oscorp, and are trying to create an army of super-soldiers in the same way Spider-Man was created." He glanced over at Peter with his single dark eye. "Cross-species genetics. That's the real reason why they wanted to take him prisoner."

"Oscorp?" Gwen asked skeptically. "I work there. I haven't heard anything about this."

"Neither had I, not the full picture anyway, until yesterday. We we're originally just following their orders, seeing that many viewed Spider-Man's power as a possible threat to society, until we discovered what their true intentions were. Now, we have an entirely new problem on our hands with the plan that these two companies have set in motion, and we have to stop them before this get's any worse than it already has." He folded his hands neatly behind his back. "That's why, just before you two arrived, I was asking Peter to join my team to help us on this mission."

Gwen and Aunt May were silent for a moment, processing all the information they'd just received. Their eyes then went wide as they realized what he was suggesting, and they whipped around to face Peter.

"They want you…to become an Avenger?" Gwen asked him, unable to hide the shock in her voice. Aunt May stared at him as well with an equally astonished expression. Peter's eyes switched between the two women, and he sighed quietly.

"Yes, they do."

"But you said no, right?" Gwen inquired indignantly. "After all the trouble they've caused you, you don't owe them anything, Peter."

"Yes, sweetheart," his aunt said gently. "You've suffered enough because of their stupid company's problems. Let them handle this, and please just come home with us."

At the mention of his home, there was a part of Peter that sincerely wanted to do just that. The idea of all this pressure being lifted from his shoulders sounded heavenly, and he desired nothing more than to just sit in his own house, sleep in his own bed, eat his aunt's home-cooked meals, and enjoy the company of his family in peace. Pretty soon, his life would return back to normal. He could go back to beating up the small-scale baddies in the streets, and eventually he'd forget all about the Avengers and S.H.I.E.L.D. and their damn power-hungry plans. The Avengers could probably take them down on their own without Peter's help. They'd down it before, so they could do it again, right?

But, of course, there was Peter's other half. And on that side, Peter knew very well that if he allowed himself to fall victim to the weakness of his humanity in that moment, he would never forgive himself. There was a calling inside him, something strong and tangible that he could not deny telling him this was something he had to do. People needed his help, and the reason that they were in trouble was because of his existence. He had been granted the abilities and drive to help them, and so he knew where the right choice lied. The eyes of every person in the room were trained on him intently, and he swallowed the lump that had formed in his throat.

"Actually," he began hesitantly, then lifted his fiery gaze to address the small crowd before him with a sudden certainty that seized his voice, "I've made my decision. I'm going to join the Avengers, and help them stop S.H.I.E.L.D. and Oscorp from continuing this thing they have planned." Peter blinked, surprised at how confident he'd sounded in that moment. Everyone standing around him appeared equally stunned by his words, although he watched as the expressions of Avengers and the two former S.H.I.E.L.D. agents quickly melted into pleasantly surprised smiles, while Gwen and Aunt May's faces dropped in miserable disbelief.

"Peter, please," his aunt begged him desperately, "you don't have to do this. Just gather up your things and - "

"_If you can do good things for other people, you have a moral obligation to do those things," _Peter recited, remembering the saying he'd sworn to live by that cold, dark night that seemed so fresh and raw in his mind. His aunt's cold eyes instantly softened at the restatement of the words of her late husband, and she lowered her gaze, looking ashamed. _"That's what's at stake here. Not choice. Responsibility." _Peter's fists clenched together tightly at his sides, and a strong ferocity throbbed in his heart that overflowed into his words. "Uncle Ben knew how important that was for me to hear in that moment, but he also knew that it was something that I could and should apply to every aspect of my life. What he didn't know was just how much impact that simple phrase would have on me after he was gone, and after I had become Spider-Man." Peter turned slowly to face his aunt and saw that her head was hung low and tears were dripping down her face. Heartache for his loving guardian expanded in his chest, and so he walked up to her sniffling form, laying his hands gently on her shoulders.

"Aunt May, this is something I _have_ to do. It's what Uncle Ben would want me to do, and what I know is right." Peter swallowed grievously, watching the small streams snake down her crinkled cheeks. "I want more than anything to come home with you and Gwen and for us to just be happy and together again, but I can't do that if I know that there are people suffering and dying somewhere that I could be saving. What these people are doing - it's killing thousands, and putting millions of others in danger. I don't want what happened with the Lizard to happen again." He reached up and wiped the tears from her eyes, and she clasped his hand in her own, sighing unsteadily.

"I know, Pete. I know. I just…I just wish things didn't have to be like this. All I want for you is to just come home, and be a normal teenager again." She closed her eyes tightly, gasping miserably. "I'm so scared, Peter. I'm so scared that something going to happen to you. I don't want…I wouldn't be able to live if…" She stared up at him helplessly. "I know that's selfish, but I _couldn't_ Peter. You're my everything." Aunt May wrapped her nephew in a crushing hug, trembling slightly. "You're my little boy, Peter. You'll always be my little boy, no matter how big you get, no matter how many bad guys you beat up, and no matter what this city thinks of you. Don't forget that, alright?"

Peter laughed painfully, and gently hugged her back . "I won't, Aunt May. I promise."

After he'd sufficiently comforted his loving old aunt, Peter turned to his girlfriend, who was staring at the ground silently. He walked up to her, and watched as her emerald green eyes slowly lifted up to stare into his dark brown ones. He blinked for a moment, trying to think of the right words.

"Gwen, I - "

"I know, Peter," Gwen interrupted him, forcing a sad smile to play along her lips. "You need to do this. I get it. I support you." She wiped at her eyes and lowered her gaze, unable to hide how disappointed and worried she was behind her mask. "I just…I wish you would - "

Peter decided it was just about time he gave Gwen Stacy a taste of her own medicine, and kissed her on the lips right in the middle of her sentence. Gwen's cheeks flushed pink in surprise, she having become accustomed to being the one who was always instigating the romance between them, but she quickly recovered and kissed him back. A million different things were expressed in that moment between their locked lips, things that did not have to be said aloud to be mutually understood. Peter longed for it to never end. But eventually, the two separated, and Peter felt a tinge of triumph when he noticed the redness that still lingered on the apples of her cheeks. No wonder she pulled these little tricks on him all the time - it gave him a mischievous sense of satisfaction. They held each other's gaze for a moment, smiling, then hugged fiercely.

"Be safe, alright?" she whispered. "I'll have your birthday cake waiting for you when you get back."

Peter chuckled softly. "I will. Couldn't afford to miss out on that."

Peter, Gwen, Aunt May, Nick Fury, Phil Coulson, and the rest of the Avengers all walked outside, where cars zipped by on the busy city streets and neon signs flashed everywhere they looked. When Gwen and Aunt May had made it to the sidewalk, they both turned to face Peter Parker, and all three of them sighed exhaustedly.

"Things might start to get bad around here if we can't clean this thing up soon," Peter warned them. "Stay together, and keep each other safe. I'll be back as soon as I can once this all over with."

The two of them nodded obediently. Gwen turned towards the street, waving her arm out and whistling shrilly, alerting an approaching yellow cab to slow to a stop by the curb. She popped the door open and climbed inside, shooting Peter one more of her beautiful smiles before disappearing into the belly of the car. The cab door waited open patiently for his aunt to enter, but she hung back, and turned towards the crowd of people behind her.

"You, Tony Stark," she hollered, causing him to glance up in surprise. A pained tone entered her voice, and her eyes exuded a deep longing. "Take care of my boy for me, would you? He's a special kid."

Peter felt his face grow hot, and Tony laughed boisterously. "I'll do my best. Although, I don't think you have too much to worry about. I have a feeling it'll be quite the other way around, for the most part." Stark slapped Peter roughly on the back, causing him to cough painfully and shrug him off. Aunt May nodded slowly, appearing somewhat satisfied, and sent her boy once last look of love and worry. Peter waved at her sheepishly as she entered the cab, the door shutting behind her with a loud clap. The taxi pulled away from the curb and took off down the road, slipping expertly into the sea of swimming cars. With his enhanced vision, Peter could see his aunt's terror-filled eyes staring him down through the tinted windows the entire way down the street, until the cab finally turned the corner, and vanished into the night.

"You've got a good family, Peter," Steve told him, walking up from behind him and staring in the direction the taxi had driven off. "To be honest, I'm surprised you decided to stay with us instead of taking off with them."

"Nick Fury said that this entire 'Project Chimera' thing was started because of me," Peter stated indignantly. "I can't just sit by and let it continue without trying to stop these people from carrying out the plans they've made."

"I'm glad you feel that way, Spidey," Tony said smugly, grinning. "Although, I'm not sure you really understand what exactly you've gotten yourself into. There isn't going to be any of that snuggling and smooching in our little family, I hope you know." He faltered slightly, glancing over his shoulder. "Well, maybe a little from our awkward star-crossed assassins over there."

Peter shivered. "There better not be, or I'm running after the taxi."

They all shared in an extensive period of laughter that carried through the cool night's air, until Stark clapped Peter a couple times on his shoulder and cleared his throat.

"Come on, kiddos. Let's hit the sack. I have a_ lot_ of fun things planned for us tomorrow."

_**Indeed he does. I gotta apologize to my bro fans out there yet again, cuz I know you're all like "ugh kissing feels gross." Ha ha. Don't worry though, we are entering into a time of much action and **__**awesomeness. The next chapter has a little bit of it, but it's also just kinda goofy and is making me laugh while writing it, so I hope it'll do the same for you all. What's funny is that I originally planned to end the fic right about now, but then I started getting all these cray cray ideas and was like "oh, what the heck I'll just keep going with it." Plus, I've read a few other fanfics recently, and they all seem to end before the real team-up ever happens. So I'm gonna keep the story cranking, although now I have to figure out how exactly it's goig to end. Oh well, cross that bridge when I come to it. Whoop whoop. FYI, if you have any comments, criticisms, thoughts, or ideas for my story or for the future of my story, please review! I'm open to it all! :)**_


	16. Chapter 16

**_Disclaimer: Spider-Man, his buds, and the places mentioned are not owned by me, but I want to go buy The Amazing Spider-Man 2 on DVD tonight or tomorrow, so I'll own Andrew Garfield's cute lil face in my hands pretty soon! :D_**

_**Sorry I waited so long to post this chapter, but I've been out all day. My wonderful sister moved into her college dorm today, so I've been helping her with all that. I've also been so sad that she's no longer living me, so yeah, waaah. Sissy, wheneves you read this, I'm dedicating this chapter to you. You're my family and my best ****friend, and are already being greatly missed. :,( You better freakin text me. The goofiness in this chapter reminds me of you X3 **  
_

_Chapter 16_

"Eat it."

The Avengers all stood around Peter, their arms crossed adamantly, eyes locked fiercely on his face. Peter laughed out loud.

"This is ridiculous. Why am I doing this again?"

Stark's expression remained stony. "You're not allowed to associate with us in any form or fashion until you do. Now _eat it."_

"What even is this?" Peter asked, holding the soggy sandwich up in front of his face and wrinkling his nose. "What's so special about it?"

"We'll tell you afterwards!" Steve yelled, stifling a laugh with his hand. "Just try it already."

Peter squinted suspiciously. "It's not, like, loaded with laxatives or something, is it?"

Natasha rolled her eyes. "For crying out loud, would you just eat the damn sandwich already so these idiots will shut up about it?"

Peter chuckled, shaking his head at the hysteria of the situation, then slowly raised the sandwich to his lips. Opening his mouth wide, he took a large bite, chewing laboriously while the Avengers watched him.

"So?" Stark asked, all of them staring at him expectantly. He continued to chew for a moment, still feeling a bit silly for going along with this, then shrugged his shoulders.

"It's alright."

With that, the Avengers burst into unnecessary cheering, Tony slapping him proudly on his back and Thor chucking a box of sandwiches into the air, which fell like a semi-edible rain and splattered messily on to the floor. Peter coughed over the food in his mouth, almost choking as laughter bubbled up inside of him, then swallowed strenuously.

"You guys are so weird," he concluded, throwing the rest of his uneaten sandwich at Tony's face, who batted it away, laughing. "What was even the point of that?"

"That was your initiation into the Avengers," Stark laughed. "That was shawarma, the, uh, 'democratically selected food' of the Avengers. It's a good thing you liked it, or else we would've been forced to kick you off the team."

"Now you can _officially _say that you're an Avenger," Steve chuckled, wiping some sort of mystery meat from his shirt. "Congratulations."

Peter grinned, staring down at the ruined rug beneath his feet. The idea that he was actually an Avenger and on this team of lunatics still hadn't quite settled with him yet. He was so used to the solo hero life that the thought of working with others on the mission laid before them seemed like it'd bit difficult to adjust to. But he had little experience with things that endangered the world on this scale, unlike the hardy veterans that stood before him, and having seven pairs of fists to beat up baddies rather than just his own sounded like a more efficient battle plan.

An undesirable feeling of obligation suddenly came over Peter, and he sighed heavily, knowing what had to be done. "I…I never thanked you guys. For, y'know, saving my life and all."

The Avenger's laughter quieted slightly, and they all glanced up at him, surprised.

"I'd be dead right now if you hadn't helped me. So yeah, thanks."

Tony was quiet for a moment, then grinned. "No problem, Spidey. Geez, no need to get all sappy on us all of a sudden."

Peter snorted, picking a piece of lettuce off his shoulder. "Whatever."

At that moment, Nick Fury strolled into the room with a commanding aura hovering over him. He eyed the mess of pita bread and assorted condiments splattered across the floor disapprovingly before glancing up at the Avengers.

"Alright, enough games. We have an assload of things to get done, and less twenty-four hours to do them." He furrowed his eyebrows. "We need a place that's secluded and that can suffer extensive damage without my office being flooded with law suits and fines for destruction of public property. Does anybody have anything in mind?"

Everyone sat silently in thought, wondering why such a place was needed, but no one spoke. Then a very strange and adrenaline-filled night a long while back came to Peter's mind, and he grinned.

"I know a place."

….

With ease, Peter tore the wooden boards nailed to the doors from their roots and shoved himself into the building. Dust swirled through the air from the wind caused by his entrance, and Peter stared around the dark room silently. It was empty, except for a couple of chairs scattered across the floor and the lonely boxing ring placed in the center. The rest of the Avengers filed in behind him, all dressed in frumpy disguises and staring around the room curiously. Nick Fury shut the doors behind them and sealed them shut with a weak beam from his laser pointer, which welded the metal together, before slipping it back into his pocket and turning to face the silent space before them.

"What is this place?" Steve Rogers asked as he removed his sunglasses and the baseball cap from his head, running his fingers through his short blonde hair.

"It's some kind of abandoned boxing gym or something," Peter answered him, balling up his skullcap in his fist. "I discovered it after I attacked this group of thugs, who chased me around for a bit until I ended up falling through the roof and landed in here." He glanced upwards, grinning slightly as he noticed the gaping hole still yawning in the ceiling. Light poured through and illuminated the boxing ring below like a spotlight, and small particles floating through the air glowed as they danced through the golden beam. He looked to his left where the poster of the wrestler hung on the wall, remembering how he'd drawn his inspiration for his Spider-Man mask from the picture that night, since he'd realized he should probably start hiding his identity. Nick Fury walked up beside him, nodding.

"This'll do," he said simply, then turned back towards his team. "Before we start our mission, I thought it might be beneficial if you all gave Spider-Man the briefing on all of your strengths, weaknesses, abilities, and so on. Just so he knows what he'll working with and vice a versa."

Tony grinned. "Like, a power demonstration?"

"If that's what you want to call it, then yes," he answered, looking unamused. "So suit up, and let's get going."

The Avengers shared a look before stripping from their cover clothes to reveal their flashy super-hero outfits underneath. As Stark dropped his suitcase to the floor, he noticed Peter standing by, unsure of what to do, and grinned.

"Don't worry, Spidey. We didn't forget about you." Tony glanced over at Agent Coulson, who handed him a suitcase of his own, and held it out for Peter to take. Peter accepted it hesitantly, giving Stark a weird look, then sat down on to the floor. With his thumbs, he flicked the clasps open and then pushed the fancy top open to reveal its contents. Inside he was surprised to find his Spider-Man suit, folded up neatly with the mask on top, completely restored from the damages it had suffered over his many recent battles. The red and blue fabric and black detailing popped better than ever, and Peter lifted it out, marveling at how good it looked since he'd last worn it.

"I fixed it up for you a little bit," Tony admitted, placing his feet against the suitcase on the ground, which caused it to hum to life. "Pepper helped with the sewing and the colors." The suitcase clipped on to his feet, and Stark reached down, grabbing two little handles that were sticking out. The suit began to crawl on to his body and secure itself against his skin with loud clicks and whirs, and Peter watched the assembly of the Iron Man armor in awe until the mask dropped over his face, the eye slits illuminating menacingly.

"Hope you like it, although putting it on probably won't be as cool as mine."

Peter shook his head in agreement, then looked down at his suit again. He then stood and walked behind the boxing ring to take his clothes off and begin dressing into the Spider-Man costume.

Once he'd slipped his legs, torso, and arms into the main part of the suit, slid on his spidey boots, wiggled his fingers into the gloves, and pulled on his Spider-Man masked, Peter hopped to his feet. He rolled his shoulders and practically danced across the room, admiring the familiar feeling of the spandex suit fitted tightly to his frame.

"Oh man, I have _missed this,"_ he laughed. The jittery energy he'd been suppressing within himself this whole time suddenly enriched his veins, and it took all his willpower to keep himself from bouncing off the walls. _Literally._

"I'd almost forgotten what you liked like in that," Natasha chuckled. The rest of the Avengers assembled into their gear, and Iron Man strolled out from the crowd.

"I'll go first," he exclaimed eagerly. "Start things off with a bang." He walked forward and turned to stand before all of them, his hands on his metal hips. _"Ahem._ Hello everyone, I'm Tony Stark, aka Iron Man. Billionaire, _former_ playboy, genius philanthropist, owner of Stark Industries, creator and designer of the beautiful piece of machinery seen before you."

The people in the room rolled their eyes at the formality of his speech but allowed him to continue.

Tony placed his arms at his sides, palms down. The repulsors on his hands and feet sparked to life and flames shot out from them like miniature rockets, causing him to lift off of the ground. He zipped around the room, hovering high above everyone's heads.

"Yeah, I can fly," he stated coolly in his robotically muffled voice, _"and," _raising his hand out in front of him, a shrill ping rang out, followed by a blast of blue light that hit one of the chairs on the floor and caused it to spin across the room, smoldering, "I can shoot blasts of concussive energy from the repulsors in my palms, as well as from my chest." He tapped on the glowing triangle in the middle of his chest with his metal finger. "I have an electromagnet implanted into my chest that keeps my body alive, due to a very fun little trip I took to Afghanistan where I ended up with a chest full of shrapnel. It also acts as a power source for my suits."

"Cool," Peter said simply, having trouble suppressing his inner geek from wanting to ask a million questions about how he'd built the armor, how he'd balanced his own mass added to the suit's and the thrust of the repulsors so perfectly, what each and every little individual knob, gear, and screw did, and so on. But he kept his mouth shut and just continued watching in nerdy wonder.

"Not only that," he continued, descending closer to the ground. In an instant, thousands of tiny weapons folded out from beneath his armor's metal skin, pointing at Peter threateningly, "I have quite a bit of fire power up my sleeve: rocket launchers, machine guns, highly concentrated lasers, and heat-seeking missiles to name a few."

Peter swallowed. "Uh huh."

"I also have Jarvis to analyze my opponents and formulate battle strategies for me," he added, rapping on his helmet's temple. "Jarvis? You glad to be home?"

_Yes sir, _he answered in Tony's ear. _I greatly missed it. That device was terribly cramped. _

Stark chuckled, landing on the ground and his face mask flipping up. "Yeah, that's all I got."

"Weaknesses?" Fury reminded him coldly.

Tony tapped on his chin thoughtfully. "Well, your damn webbing just about clogged the crap out of my armor. Took me about four hours to clean it out completely." He laughed quietly. "But, I mean, not really. If my armor was destroyed or taken from me that'd leave me somewhat vulnerable, I guess."

"What about your anxiety issue?" Coulson added.

"Oh yeah," Stark answered with a sheepish grin. "There's also that."

Clint nodded. "Alright, my turn." He stared over at Peter emotionlessly. "Hi or whatever. I'm Clint Barton. My code name is Hawkeye." Barton grabbed an arrow from his quiver and loaded it into bow, staring down the shaft with his one opened eye. "My main skills are centered in the art of archery and I have multiple different types of arrows I use on my opponents, a few including regular pointed arrows, explosive arrows, grappling-hook arrows, and electrified arrows, like the one I used on you." He said that last part with a slight smirk, then let the nock slip from between his fingers. The arrow shot across the room and struck the picture of the wrestler right in between his eyes, and he grinned with satisfaction. "Natasha and I have trained and fought together as master assassins for a long time, so I'm also pretty handy with most guns and knives, as well as hand to hand combat." He let his bow drop to his side, clutching his stomach. "I'd show you some of my moves, but I'm still recovering from a little mishap I had with Brucy over there, so I guess I'll skip that part." He then turned back to face Spider-Man. "For weaknesses, let's just say I _really _hate it whenever I run out of arrows."

Peter gawked over where the arrow was lodged in the pictured man's forehead, thoroughly impressed. Then turned back to Hawkeye, grinning beneath his mask. "Scary, but awesome."

Natasha strolled forward, her arms swinging at her sides. "Guess I'll go next, then." She stopped before the group, interlacing her fingers in front of her chest. "Hiya, Mr. Parker and you miserable lot. I'm Natasha Romanoff, or Black Widow." She smiled innocently at them. "I feel my demonstration would be best displayed with an assistant. Any volunteers?"

When nobody made a move, all smiling nervously and shaking their heads, Nicky Fury shoved Phil forward.

"Agent Coulson would be happy to help," he insisted. Coulson stumbled forward, yelping, then sat up straight and pulled at his collar uneasily.

"I'm not so sure if I'm most qualified for…" he began, but Natasha grabbed him by the hand and dragged him towards her.

"Nonsense!" she assured him with a smile. "You'll do just fine." With that, she spun him around and locked him in a chokehold while whipping out a knife and pressing the edge against his throat, causing him to sputter in surprised. "Like Clint was saying, we're vigorously trained master assassins. I know more techniques on how to stealthily or flamboyantly kill a person than one could count, whichever seems more appropriate at the time, and use them as such to…_neutralize_ my enemies, if you will." Her eyes had taken on a devilish enthusiasm, and she released Coulson from her grip, causing him to cough and rub at his throat in relief. A moment later, however, she swung her legs along the ground and slammed them against the back of his knees, causing him to tumble backwards on to the floor. She hopped up before he'd even hit the ground and placed her foot on his chest, grinning victoriously. "My favorite way to fight is fist to fist, although I usually use a lot more than that in battle." She then offered Phil a hand and lifted him off the floor and on to his feet, where he dusted himself off sheepishly. "I'm also skilled with all arms, as well as with the many gadgets and gizmos I have on me." In a flash, Natasha whipped out two ninja stars from her utility belt and flung them at Agent Coulson, where they stabbed into the edges of his shoes and through the floor boards, trapping him in place.

Phil glanced down at his feet. "Um, Agent Romanoff…" he began, trying to negotiate with her. "I think they've seen enou - "

Before he could finish, Romanoff slipped a wide-barreled gun from her hip and fired it at him. With a _bang,_ a thick-roped netting spun from the muzzle and wrapped itself around Coulson's body, trapping his arms against his sides. He grunted from the impact, and struggled to free himself.

"And lastly," she stated cheerfully. With a running start, Natasha cartwheeled across the floor on one hand, followed by an ensemble of flips and twists in the air and a roundoff triple back handspring, until finally she landed right in front of the restrained Agent Coulson with her two feet planted firmly against the ground, not a fault in her execution. She leaned forward, and with the tip of her index finger, she gave Phil's chest a gentle push. Coulson began to tip backwards, and without any means of catching himself with his feet stuck to the floor and his arms squished at his sides, he fell helplessly.

"No - wait - " he tried to beg, but before he could stop himself, he hit the ground, his rear landing against the dusty wood roughly.

Natasha grinned. "I am very flexible and acrobatic, which I utilize in my fighting style with ease."

Peter blinked in amazement behind his mask. "Woah. Even _more_ scary. But still freakishly awesome." He glanced back over at Tony Stark and Clint, realizing that half of this team was made of people who didn't even have any actual powers. Their skills and fighting abilities were based solely on what they'd trained, worked, and fought towards, which made them all even more impressive than they already were. Natasha smiled at him and then began to free an angry, grumbling Agent Coulson from his bonds.

"I'll take the stage now," Steve Rogers stated, peeling the cover he'd laid over his shield off and tossing it to the ground.

"Hey, you got your shield back," Peter noticed, grinning slightly. Captain America smirked back as he took his position in front of Spider-Man, flexing his fingers beneath his dark brown gloves.

"Stark retrieved it for me a while after you threw it up on the roof of that pizzeria. It's a good thing we've got a member who can fly, or else I would've had to have a very strange conversation with the manager." He stood up tall, his shoulders widely set and his feet spread apart. "Greetings. I am Steve Rogers, also known as Captain America. I was born and raised in Brooklyn, New York, and was a young adult during World War II." He glanced down at his incredibly ripped body before continuing. "I was selected by Doctor Abraham Erskine to participate in his attempt to create the perfect soldier. Being 5'1" and weighing only 98 pounds beforehand, I had been rejected by the American military each time I'd tried to become a soldier to fight in the war in the name of my country. After being injected with his so-called 'super serum,' however, I grew to my current height and weight, and my physical strength and endurance increased tremendously." He looked up at everyone. "Does anybody have something I can punch?"

Now freed, Agent Coulson stepped backwards quickly. "I'm done being a punching bag. Even for you, Captain America."

Nick Fury chuckled. "You could try the floor, I suppose."

Steve nodded. Raising his arm back behind his head, he slammed his fist into the ground, creating a deep hole in the wood that cracked and splintered away from the impact sight and snaked all the way to Spider-Man's toes fifteen feet away. Peter whistled, impressed. Steve straightened back up, dusting bits of wood from his hands.

"I also heal a lot quicker than most people, and can take much more hits than your average soldier."

"Excuse me, Cap," Peter jumped in, scratching the back of his head in utter confusion. "Um, how exactly are you still so young or, like, _alive_ for that matter if you were around more than seventy years ago?"

Rogers chuckled. "I crashed a plane into the North Atlantic Ocean and ended up freezing solid inside the wreckage. Apparently, I wasn't found until decades later, completely preserved inside the ice, and let's just say my rehabilitation and adjustment to the changes since being 'unthawed' has been…interesting." A look of pained nostalgia entered the man's eyes for a moment, but he quickly blinked it away. "Anyway, I've had a bit of experience with artillery in my time, so I'm a relatively good shot, although I prefer hand to hand combat." With one quick movement, Steve snagged the flashy shield off of his back and held it out to the side, his fingers curled around the shiny metal's edge. "I've also been outfitted with a unique vibranium shield, which is my weapon of choice." Bending his knees, Captain America spun on his feet low to the ground and released the shield from his grip, sending it soaring right above Peter's head. The shield bounced off the wall, leaving a crater in its wake, hit the adjacent wall, then flew back to Steve Rogers, which he snatched out of the air expertly.

"I use it as, well, a _shield_ to protect me from all sorts of attacks, including bullets, swords, punches, arrows, and even bomb blasts. It doubles as weapon that I can throw at my enemies for massive damage, or use as a hard blunt for punching and jabbing." Steve secured his shield to his back and stood up straight, rubbing at his chin. "As of now, I haven't discovered anything that weakens my abilities besides, you know, being terribly injured. I do get hungry quicker than most people due to my rapid metabolism, and it really sucks that I can't get drunk anymore, but that's basically it."

Peter laughed. "I know the feeling," he agreed, then faltered. "I mean, you know, with the metabolism thing."

Captain America grinned at him, then walked back to the group.

Thor spun his hammer around in his hand, then gripped it in his fist. "I suppose I shall demonstrate my abilities next," he stated valiantly, marching forward, but Tony stopped him with a hand against his chest.

"Hey, don't go crazy, alright? No need to tear the place apart with your theatrics."

Thor pushed his hand off. "I shall do my best to contain my incredible strength," he assured him, causing Iron Man to roll his eyes. He stopped before Peter, his intricately detailed armor and billowing red cape seeming a bit of an overkill in flashiness. "Hello again, Man of Spiders. I am Thor Odinson, firstborn son of the king of Asgard and heir to the throne. I am considered in many realms across the cosmos as the greatest warrior of entire universe, and am known by many as the god of thunder."

Peter tried with all his strength to keep his composure as the man before him spoke, but he ultimately failed. Before he could stop himself, Peter burst out into uncontrollable laughing, doubling over and hugging his stomach with his arms. Thor blinked in surprise at the sudden outburst interrupting his glorious speech, and narrowed his eyebrows.

"What is so amusing, Peter Parker?" he finally asked the giggling hero standing before him. Peter shook his head and held his hand out, trying to contain himself but unable to stop the laughter bubbling up inside of him.

"I…ha ha…no, I'm sorry! I swear, I didn't mean to! It's just, oh man, what the _hell?"_ He broke into another bout of boisterous laughing, causing Thor to cross his arms irritably.

"In my realm, it is considered incredibly rude to interrupt anyone during their speech, especially a man of royalty. I should think the same etiquette would apply here."

Peter bent down with his hands on his knees, trying to catch his breath. When he had finally managed to quell the giggle attack that had seized his body out of nowhere, he lifted his raised thumb into the air without looking up. "Okay, I'm good. Please continue," he instructed him breathlessly. He could hear multiple members of the Avengers giggling into their hands behind him, but did his best to ignore them.

"Thank you," Thor stated, still appearing confused but gathering himself quickly. "As I was saying, I am known as the god of thunder, and am the sole wielder of the mighty uru hammer by the name of Mjölnir." Thor held the beautiful gray hammer out for Peter to see, supporting the heavy head in his hands. "With it I am able to do a number of fantastic things." Curling his fingers through the loop in the leather hanging from around the handle, Thor began to spin the hammer around and around with incredible speed, and Peter gawked as the Asgardian prince lifted into the air, a muffled humming sound buzzing through the atmosphere. "I can use it to fly, as you can see."

"That defies so many laws of physics," Peter scoffed, shaking his head. "But I guess you don't really have those, if you're a 'god' or whatever."

Thor dropped back to the floor, grinning. "It can also be used as a very powerful weapon." He added. With that, he flung the hammer between the group of Avengers, causing them to jump back in surprise, and it crashed through the wall, leaving a gaping hole in its wake. They all turned around, glaring at him.

"Thor, cool it," Natasha hissed at him, and he laughed loudly.

"I am sorry, my friends," he chuckled, then held out his hand rigidly. With a few loud crashes and bangs, the hammer came barreling back inside, widening the hole in the wall with its entrance, and he grabbed it in his fist. "I can also summon it to myself from great distances away." Thor then turned around, climbed into the boxing ring, and positioned himself in the center. He raised Mjölnir high into the air as he spoke.

"As the god of thunder, I have the ability to summon lightening and storms on command," He explained with a smirk. Thor then began to swirl his hammer around in the air, and Peter watched as a darkness began to block out the sunlight pouring through the hole in the ceiling. A deep boom of thunder sounded from above, and a vein of lightening dropped from the sky, striking the hammer's head and snaking across the Asgardian's body. With a bellow, Thor slammed his electrified hammer into the middle of the boxing ring, which tore through the canvas and sent a shock wave through its structure that caused the entire thing to collapse in on itself. Dancing sparks jumped from Thor's body and the impact sight, until finally the sky cleared and light filtered back into the room. Thor crawled out of the wreckage, almost tripping over the crisscrossing ropes, then hopped on to the floor, looking incredibly pleased with himself.

"Damn, Thor," Clint said with a snort. "What part of 'cool it' and 'don't tear this place apart with your theatrics' did you not understand?"

Peter just sat with his jaw hanging open, wondering how on earth this guy had ended up on this team. He imagined if he had had to fight against him the night the Avengers had attacked him, and shivered. Thor placed his fists on his hips, grinning.

"On top of everything, I possess strength, endurability, life span, and an immunity to disease that is superior to that of you mere mortals. All that considered, I am a formidable foe to any enemy that crosses my path." He didn't waste a moment in thought before he continued. "I have no weaknesses that I know of, although the safety of my friends, family, and home could be used against me if they were endangered."

Peter crossed his arms. "Well, that's kind of true for everybody, I feel."

Thor nodded in agreement, then glanced over at the quiet Avenger standing in the back of the group sheepishly. "Banner, you are the last to go, my friend."

Bruce swallowed at the mention of his name, appearing uncomfortable. "Seriously? Do you really need me do that? I mean, I assume you already have a pretty good idea of what I can do and what I'm capable of as the Other Guy, and these are a brand new pair of pants…"

Peter narrowed his eyebrows in confusion. "Wait…are you telling me that all you can do is turn into a gigantic raging green monster that runs around destroying things that you have no control over?"

Banner laughed nervously. "No. I can turn into the Hulk on command, and have enough control over the Other Guy so that I can aim it and use it to completely annihilate basically anything that gets in my way. Seeing that I obtain practically indestructible skin and unsurpassed strength and endurance, however, it's kind of hard _not _to crush everything in my path. The only real weakness I have is that if the Other Guy is triggered inside me without my consent, I become a mindless, rampaging monster, like I did with Scorpion. So I always have to keep myself in check."

"You got your powers through overdoses of radiation, correct?" Peter inquired. Bruce nodded in response. Peter uncrossed his arms. "Cool. How come you don't have a funky costume, though?"

Bruce scratched at his head. "Well, I'd just end up tearing through it once I turned all green and muscly, so there isn't really any point in wearing one."

Peter snorted with laughter. "So do you usually fight in the nude or something?"

Banner appeared flustered, and shook his head vigorously. "N-no," he began, then laughed after a moment in thought. "Well, sometimes. I just try wearing extra stretchy pants as a precaution."

Peter pointed over at Steve Rogers. "You should wear something like Captain America, something that has stars on it and with a red, white, and blue color theme."

Steve blinked in confusion. "Why's that?"

Peter grinned widely under his mask, and spoke with laughter puncturing his words. "Because then people could call you the Star Spangled Banner."

There was a pause that hung in the air. Almost instantly, however, everyone broke into loud and ridiculous laughter that filled the entire room. Tony wiped at his eye with his metal finger, giggling.

"Alright, now I'm sure of it. You _definitely_ fit in with the lot of us, Spider-Man. No one but an Avenger could come us with something that hilariously stupid."

The small smile that had spread across Nick Fury's face at Peter's joke faded quickly, and he shifted his gaze across the room.

"Now there's only one person left."

Peter's laughter stopped abruptly in his throat, and he glanced over at Nick Fury, puzzled. The rest of Avengers' giggling went stale as well, and they all stared over at a lonely Spider-Man standing solitarily before them. He stood up straight, surprised by all of the sudden attention. Iron Man cracked a smile, his hands on his hips.

"Yeah. I wanna see everything that Spidey can do."

Natasha nodded in agreement. "Yeah, me too."

"We only got a taste of what you're capable of way back when," Steve noted. "I'd like to see everything you've got up your sleeve."

"Yes, indeed, I agree."

"Go on Spider-Man," Bruce said smugly.

"Show us what you've got."

Peter felt overwhelmed by all of their eyes locked on him, and he stared up at the ceiling.

"Uh…" he stuttered, shifting his weight back and forth on his feet uncomfortably, "Okay. Yeah, I'll go now." He clapped his hands together, still rocking on his heels, wondering where to start.

"Name," Agent Coulson reminded him.

Peter snapped both of his fingers and pointed in his direction. "Right. Okay, here we go." He rubbed his knuckles together as he spoke, trying to sound confident. "Uh, hi. I'm Peter. Parker, that is. Peter Parker. Also called Spider-Man. Yep." Peter scratched the back of his head and looked down at his feet. "And, um, I got bit by a wacko spider, so I can do most anything a spider can now. Pretty cool, I guess."

"Like…?" Natasha asked impatiently.

Peter's hand dropped to his side. "Oh, right." He glanced over at the wall, fully aware of what a fool he was making of himself, and realized that this was his chance to test out the extent of just how much his powers had improved, if his theory about the Scorpion venom was correct, that is. He smiled under his mask, and looked back up at them confidently.

"Well, I'm very nimble and quick," he began cooly, and executed a few back handsprings before landing in a handstand. He walked forward a few steps on his palms, then raised up on to his fingertips, then on to just four fingers total, until finally he stood before them on only two fingers of one hand, and they all oohed and aahed, thoroughly impressed. He then fell backwards, landing on his feet with ease.

"I also have the strength equal to or more than that of a spider, if it were my size, that is." Peter scooped up one of the heavy metal chairs that was lying on the floor and began to bend it in his hands. He was surprised to feel just how fluidly its shape changed with his movements, and pretty soon he'd created some sort of contorted metal art thing, which he held out for them to see before tossing to the side. It clattered noisily against the floor, leaving dents in the wood. He glanced back up at them.

"I'm equipped with lightening-fast reflexes and have this weird thing that I like to call my 'spidey sense' as well. It's basically like an alarm that goes off in my head whenever there's danger." Peter turned around, facing away from the Avengers with his hands on his hips. "Go on, someone throw something at me."

The Avengers all stared at each other with surprise in their eyes, but it quickly dissipated into mischievous curiosity. Tony reached down and scooped a piece of rubble off the floor and chucked it at the back of Peter's head. The familiar tingle at the base of his skull went off, and he jerked to the right, feeling the debris whizz past his ear and watching it bounce against the ground in front of him. Stark laughed loudly, impressed.

"Hey, let me try," Banner exclaimed. He tore a broken board from the floor and flung it across the room. Peter ducked as it flew above his head.

"I told you. I'll dodge anything you guys throw at me."

"You didn't dodge this last time," Clint retorted with a smugness to his voice. He loaded an arrow with a blunted tip into his crossbow and aimed it right in between Peter's shoulder blades. The archer released it from his fingers and watched it shoot across the room. A stronger warning sensation than the two previous ones buzzed inside his head, and before he'd realized it, Peter's hand had reached back behind himself and was clutching something skinny in his fingers. He held it out in front of himself and was surprised to see that it was an arrow. He rolled it around in his palm nervously, then glanced back over his shoulder.

"See? I told you that - "

A powerful ringing went off in his brain as he noticed a circular disk flying right at his face in slow-motion. In a flash, his free hand shot out and grabbed it before it could hit him, his feet sliding backwards against the ground slightly from the momentum of the impact.

"Wow, you actually caught it," Steve exclaimed with enthusiasm. "That takes a lot of strength."

Peter laughed nervously. "Yeah, okay. So yeah, I can do that, and - "

Before he could finish, however, his spidey sense exploded in his skull yet again, and he dodged to the left just as a bullet zipped by his head. He glanced up in shock, only to behold four more gliding towards his face from the opposite side of the room. He ducked under one, angled his torso around the next, hopped over the third, and flipped backwards to avoid the last one, which was just inches above his chest. Spider-Man then landed on one knee, breathing raggedly, and looked over to see Black Widow with a gun in her hand.

"Those are some impressive reflexes," she stated with a wicked grin on her lips, blowing the smoke off of the barrel before slipping it back into its holster on her hip. Peter rose to his feet uneasily.

"Geez, alright! I think I've made my point! No need to pull a _gun_ on me."

"My turn!" Thor hollered out of nowhere, and violently chucked his hammer across the room right at Peter's chest. The shield and arrow slipped out of Peter's hands, and his reflexes kicked in before he could stop them. He reached out and grabbed the flying hammer by the handle, and was instantly thrown backwards by the immense force of the uru Asgardian weapon. His feet slid along the ground rapidly until his back slammed against the wall, and he gasped. For a moment he just sat there, clutching the hammer in his shaking hands, unable to believe how heavy it was. Then his arms gave out and he dropped it to the floor, where it left a deep crater in the wood between his feet. Peter panted heavily, his arms feeling like noodles, until finally he glanced up at the people standing before him, whose eyes were all wide with shock.

"Please…no more," he whimpered pleadingly, then stood up straight, a dull ache throbbing in his shoulders and back. "Damn, that hurt."

"You held it for a second," Tony said in shock, looking over at Thor. "Isn't that, like, impossible?"

"Only a powerful being with a true warrior's spirit can bear the hammer's mighty weight," The Asgardian prince stated gallantly. He held out his hand, and Mjölnir flew from the ground and into his fist. "You have a strong heart, Man of Spiders."

Peter rolled his aching wrists. "Thanks, although I wish my arms were just as strong."

A few of them chuckled at that, then Clint stepped forward. "Anything else you can do?"

Peter grinned, recovering from the sudden attack. "Yeah, a few more things." He answered smoothly. He bent his knees low, then sprung upwards much higher than the average man could, turning his body in the air and landing with his hands and feet against the ceiling. He stuck to its surface with ease, and stared down at his teammates below who were looking up at him in wonder.

"With the abilities of a spider, I can also cling to almost all surfaces." Peter crawled along the ceiling until he was positioned right above the Avengers, and he grinned at the interest in their eyes. "This makes me able to sneak up on people rather easily."

_"__Almost_ all surfaces?" Tony asked as he stared up at him, crossing his arms in feigned dissatisfaction. "What can't you stick to?"

Peter thought for a moment. "I don't really know. I mean, if something is like coated in something super slippery or whatever I'll probably slide off of it."

"Can you stick to that window over there?" Natasha asked him, pointing. Peter followed her finger to where the dirty glass was built into the wall.

"Uh, yeah. I can stick to that." Spider-Man crawled across the ceiling and on to the wall before placing himself on the window, where he sat sideways quite comfortably. "No problem."

"How about to my shield?" Steve inquired, holding up his vibranium weapon that he had recently retrieved with a grin. Peter chuckled slightly, but slithered across the ceiling and dropped himself on to shield's shiny metal surface. Captain America held him sideways and upside-down, even giving the shield a few hard shakes, but Spider-Man's sticky fingers kept him firmly in place. Finally, he gave up, laughing loudly.

"That's really cool," he exclaimed, and Peter hopped off of the weapon and landed on ground, placing his hands on his hips.

"Can you stick to my _arm?" _Stark asked him with childish curiosity sparkling in his eyes. He held out his suit's red and and gold limb, waiting.

At that, Peter burst out laughing. "I mean, I can if you want to."

"Do it!" Iron Man insisted. So with a chuckle, Peter walked over and climbed on to his armored arm, and he hung upside-down with only the ends of his fingertips and his toes touching the metal surface. He, too, waved his arm around a bit, trying to shake Peter off, but his effort's were fruitless.

"How is that even possible?" Stark wondered. "And damn kid, you're so light."

Peter shrugged, feeling somewhat silly as he stared up at him from his recently acquired position. "Just how I am." He answered. He then climbed back on to the floor and stood back up, grinning under his mask. "Now that _that's _over with, I also have a healing factor which helps me recover from injuries quicker than your average joe, and makes me immune to a few diseases and such. All of my five senses are enhanced as well. I'm best at fighting hand to hand because of my enhanced agility, stamina, and endurance, and I really don't use any weapons. My fists and feet and whatnot are good enough."

Natasha smiled. "What about that _thwip thwip_ thing you do to people?" She asked him, imitating Spider-Man's hand motion he did whenever he fired webbing from his wrists. "Like to Steve?"

Peter snorted in amusement. "You mean my web-shooters? I guess you could consider those a weapon, seeing how I use them to restrain my enemies in a sort of sticky netting."

"Or like a spider catching his dinner," Tony added with a shudder. "You know, it really creeps me out that you're actually _part spider. _Like,_ ew."_

Peter scoffed, pretending to be extremely offended. "Us spiders have feelings too y'know. And I don't eat people. _And_ it's not creepy, it's science."

Stark laughed at that. "Creepy science."

Peter shook his head. He then glanced upwards, and grinned. "While trapping people with my webs is pretty fun, I also have a more…_thrilling_ use for them." In one quick movement, Peter pointed his wrist at the ceiling and fired a strand of webbing that grasped onto its surface. He then sprang upwards, firing another web in front out him and swinging forwards with a whoop of excitement. Despite being restricted by the walls of the room, the slightest sensation of freedom the movement provided him reminded him of just how much he _loved _being Spider-Man. He flipped and tumbled and summersaulted in the air between the moments when he had to fire the next web to keep himself from crashing to the floor, adoring the familiar yet exhilarating rush it gave him. He attached himself to the wall, then jumped off of it with a powerful kick. Shooting the webbing from his wrists and swinging across the room felt more natural and fluid than ever, and with everything he was he just wanted to crash through the window and take off down the streets of Manhattan, flipping as high as he could over the city below him and for as long as his muscles would allow. The thought sounded liberating, but he knew that that would have to wait until later, when this damn mission was over with. With a sigh, he finally landed against the ceiling on his hands and feet, jittery adrenaline coursing through his veins, and stared down at the faces looking up at him, all smiling.

"Wow," Steve marveled, leaning on his shield. "That looks really fun."

Peter nodded, scratching the back of his head. "Yeah, it really is," he agreed. He then angled his wrist at the wood under his feet and attached a single web strand to its surface. Slowly, with all the grace and finesse of a real spider, Spider-Man dropped down from the ceiling on the webbing until he hung before all of them, upside-down. He cocked his head to one side, grinning beneath his red mask. "Impressed yet?"

"Eh, a little," Tony said with a smirk. "Doesn't that make you dizzy, with all the blood rushing to your head and whatnot?"

Peter shook his head. "Nope. I stopped getting that feeling after I got these powers." He looked down at the floor that laid about five feet beneath him. "Actually, this sometimes feels more comfortable than standing up straight or sitting down. It's more relaxing. I feel like I think more clearly like this, so I usually study or do my homework upside-down." Peter chuckled. "I just wish I could take my tests like this."

Stark laughed. "That's a sight I'd love to see. Have you ever fallen asleep like that?"

"One time I did," Peter remembered with a snort. "I woke up lying halfway inside my laundry basket._ That_ was fun to try to explain to my aunt."

A couple of the Avenger's shuddered. "Your two ladies are extremely intimidating," Steve told him uneasily. "Especially your aunt. I mean, she slapped _Nick Fury_ in the_ face."_

Peter laughed a bit nervously. "They aren't always like that." He looked over at the cold one-eyed man himself, hunching his shoulders in defense. "Sorry about that, by the way."

Nick Fury glared at him fiercely. "Enough chit-chatting. What are you weaknesses?"

Spider-Man swallowed, then looked up at his feet. "Right. Uh, let's see…" He sat there for a moment, the wheels turning in his head. He drummed his fingers against his chin. "Well, that venom did a number on me, but that would've killed anyone else. So I don't know if that counts or not." Peter clicked his teeth together. "I'm not sure if there's anything that would take away my powers, since they're kind of imbedded into my DNA. So, yeah. Yay." Then he blinked. "Oh, but the high-pressure webbing capsules I install into my web-shooters can run out of web fluid if I use them too much, which can greatly reduce my mobility and take away my only real weaponry, so I guess that's a weakness."

Stark looked thoughtful for a moment. "Oh, right. You shouldn't have to worry about that for now. I took an analysis on the webbing you jacked my armor with, and while you were dead in my living room, I bought some more webs from Oscorp, did some tweaking to them, then installed them into your web-shooters, since they were running low on juice." Tony reached down and slid a small compartment on his armor opened, then pulled a little box out of it. It snapped shut, then he dumped the box's contents into his metal hand. In his palms sat Peter's two intricately designed web-shooters, which appeared as though they'd been buffed and shined to glisten like new pennies, and he held them out to the upside-down hero. "Here, I forgot to give these back to you."

"Oh, thanks," Peter told him with grateful surprise in his voice. He then reached out, just about to take them from Tony's outstretched hand, when he suddenly went rigid. His fingers hung out in the open air, and there was an awkward pause that blanketed the room.

"Wait…what?" he finally asked in dim confusion. "My web-shooters?" Peter blinked. "How is that…?"

Tony gave him a weird look. With a strange feeling stirring inside of him, Peter pulled his arm back close to his body and twisted it around so that his palm was facing up. His eyes travelled down his hand and on to his wrist, where he was surprised to find no red and black device attached to his glove. He narrowed his eyebrows behind his mask.

"If you have my web-shooters, then how have I been…?"

Stark scratched his head. "Don't you have web-shooters built into you suit or something?"

Peter shook his head slowly. He hung there for a moment longer, just staring at his hand. Then, his brow still knitted in confusion, Peter looked up at his other hand which was holding him to the ceiling by the single web strand. He noticed that the webbing was protruding from underneath his costume. With careful movements, Peter reached up, slipped his glove off, and pulled the fabric down his arm so that his wrists were visible. He sat there for a second, drinking in what he was seeing, then let out a sort of strangled gasp.

"What the…?" he began, then a terrified panic welled inside of him. "It - it's - what in the _hell_ is - " In his moment of frantic confusion, Peter's fingers released the webbing from their grip, and it detached itself from his wrist. The Avengers watched in surprise as Spider-Man fell from his perch with a yelp and crashed to the ground in a messy heap of flailing limbs. He groaned as he laid there for a moment before slowly sitting up, clutching his head.

Stark snorted. "Uh…you okay, Spidey?"

Without answering, he lifted his wrist up to his face and pulled his sleeve down again, wondering wistfully if he was just seeing things. To his disbelief, however, his eyes hadn't been playing tricks on him. At the base of his wrist, right where his arm met his hand, was a thin vertical slit in his skin. As Peter looked closer, he could clearly see a white film gathered inside what appeared to be a small gland beneath his flesh. The sight made Peter want to gag, and he was overcome with horrified confusion.

"Parker, what's the problem?" Nick Fury asked him sternly with his arms crossed.

Peter swallowed the lump in his throat. _Please, please let me be wrong, _he begged, and hesitantly raised his hand and aimed it at the door across the room. He folded his middle finger and ring finger so that they pressed against his palm, thinking about what he hoped wouldn't happen, but watched in disbelief as a spurt of webbing shot from the slit in his wrist and splattered against the doorknob. He jerked his hand back and shook his head vigorously.

"Oh my - holy mother of - it's coming out of my _arm!" _he cried in horror, gripping his wrist in his gloved fingers tightly. "Oh my gosh, that is _disgusting! _Ugh, sick! _Ew, ew, ew_. Oh man, I think I'm going to puke."

Tony scratched his head in confusion, laughing slightly at the young hero freaking out on the floor before him. "Wait, so you can shoot webbing straight from your arms? As like a power?" He glanced down at the tiny web-shooters in his palm disappointedly. "Guess I fixed these up for nothing, then."

Peter shook his head in jerky motions. "No - I - I've never been able to do this before!" He gingerly moved his shaky fingers from off of his wrist for a moment, then quickly grasped it again as soon as his eyes fell upon the slitted skin, shutting his eyes tight. "Oh man, what is going on?"

Nick Fury walked forwards quickly, suddenly very interested. "You mean, you've gained a new power? One you haven't had until now?" Peter looked up at the approaching man with a feeling of alarm pooling in his stomach, and nodded slowly. Fury crouched down beside him and grabbed Peter's wrist, who released it from his own grip, startled. He turned it around in his hand for a moment, pressing his thumb hard against his skin, which caused Peter's fingers to curl reflexively. His brows furled in contemplation, and he dropped Peter's hand to fall limply into his lap, then stood.

"Do what you just did again - shoot a web from your arm," he commanded him. Peter wanted to tell him _hell no, I'm not doing that again, _but melted defeatedly under his fiery gaze. With an unsteady sigh, he pointed his hand at the wall and fired a strand of webbing from his wrist once more, this time leaving it attached to his skin so that it stretched across the room tautly. He expected it to feel awful - like a vein being ripped from his flesh or something, but was surprised to find that it felt completely natural, like he was simply blinking his eyes or breathing. Curiously, he strummed the web with his free hand, watching it vibrate at his touch. He realized he hadn't even noticed the change whenever he had been swinging like a monkey around the room. If anything, the sensation had felt _more _natural than normal, like it was something his body was designed to do. He detached the web from his wrist just by willing it to do so, and watched it lazily drift to the floor. Nick Fury stared at the web intensely, stroking at his chin.

"Stark," he said suddenly, causing Tony to glance up at him, "do you know anything about this?"

Tony crossed his arms, appearing thoughtful. "Well, according to the blood tests Jarvis ran, Scorpion's venom activated some kind of chemical reaction inside of Peter's blood that likely mutated some of his genes. It only lasted for about a minute, whenever he was going berserk and whatnot, so no major damage was done." He looked down at Spider-Man who was still sitting on the ground. "But maybe the radiation changed something in his DNA, some sort of trigger for dormant genetic coding, perhaps, that's only now starting to make an appearance. Kind of like going through puberty, where certain things start to happen to your body only after a specific amount of time." Stark chuckled. "So maybe Peter's just going through another phase in his spidery-esk development. That would explain why this organic webbing thing hasn't shown up until now."

Peter finally rose to his feet, gripping his wrist tightly. "Spidey puberty? Oh, _gross."_

Tony shrugged his shoulders and placed his hands on his hips. "Hey, it's a definite possibility. And if its true, there's always the chance that this is just one of many new things that your body might develop due to the changes."

The idea sparked a slight interest in Peter. He hadn't ever considered that he might receive any more powers than the ones he already had as the Spider-Man he was now, seeing that they were already incredibly _awesome. _It sounded somewhat cool and exciting though, the thought that new powers might arise overtime, but at the same time was also a bit scary. He hoped that if that was the case and if new abilities did start popping up from his body left and right and out of nowhere that they'd be less disgusting than web fluid spraying from his wrists. Peter shivered and stared down at his arm again. Stark grinned.

"Just be glad that your spider spinnerets developed on your wrists and not on your ass," he told him with a laugh. Peter glared at him through his mask, in no mood for his dry humor. Nick pursed his lips together in thought.

"Well, if any more changes do occur, keep us all posted," Fury instructed him. He then turned to face the rest of the Avengers, eyeing them intensely. "Tomorrow is a big day, everyone. It will be our first step in stopping this 'Project Chimera' from getting underway. I will need all of you prepped and ready." He blinked his single dark eye. "I will be sending the elite few of you to infiltrate the Helicarrier to steal the secret file I discovered concerning 'Project Chimera' out of S.H.I.E.L.D.'s database. There were multiple sections of the file I did not have time to look into before S.H.I.E.L.D. blocked my access to it, and I feel that we must know everything about what we're going to be dealing with before we make our move." Fury interlaced his fingers behind his back, his face emotionless. "After watching all of you today, I've decided that Black Widow and Spider-Man are the most physically and mentally qualified for going to the Helicarrier to retrieve the file, and the rest of you will hang back and help me direct them through the airship, along with a few other things we need to get done." Nick glanced over at Peter and Natasha, his gaze cold and serious. "Are you two willing and able to do this?"

Peter was shocked that he, the rookie of the group, was being chosen to do this super secretive and incredibly dangerous-sounding mission, but didn't hesitate in his response. He was confident in his abilities, and was ready to do whatever it took to help the people that were in danger because of him. After swallowing the lump in his throat and glancing over at Natasha, he turned back to Nick Fury, and the two of them nodded in unison.

Nick Fury clenched his jaw. "Good. Then I suppose we're done here."

Tony clapped his hands together loudly, grinning. "Alrighty then! Our two favorite little spiders, off on a mission together!" He stretched his arms in his metal suit, which whirred with his movements, and yawned. "How bout we get out of this cramped place and grab some grub before heading back to the tower? I'm buying."

"As long as its not shawarma," Natasha scoffed, crossing her arms. "I'm sick of that crap."

"I vote Chinese food," Clint suggested, ripping his arrow out of the picture on the wall. "I'm craving lo mein."

For once, everyone agreed. They all walked over to the doors, ready to leave, but found them to be still welded together.

"I'll get it," Thor stated confidently. With a wide swing, the Asgardian slammed his hammer against the doors, which caused them to explode from their hinges and roll along the ground in crumpled heaps. The impact sent cracks rippling from the hole that snaked across the walls and ceiling around them. Startled, the Avengers hastily scrambled out of the boxing gym. They spun around after they'd all escaped and watched the cracks spreading across the entirety of the building, until finally the structure gave out, and collapsed in on itself. Everyone watched as the roof caved in and debris rolled by their feet, until the building was reduced to a jagged pile of rubble. They all sat there for a moment, admiring the Asgardian's handiwork. Peter laughed under his breath. Stark groaned.

"Damn you, Thor."

….

After they'd picked up their monster-sized order from a very flustered drive thru worker at Panda Express, they all went back to Avengers Tower. Once they'd finished off their food, the majority of them went to bed, despite it only being around _9 p.m._. But Peter stayed awake, his web-shooters on hand, sitting at a workbench with six empty boxes of noodles stacked by his side. Despite it being gross, the fact that he'd developed the ability to shoot webbing from his wrists was actually kinda cool. Since his web-shooters were basically pointless now, he'd come up with a new use for them. All it took was a little tweaking, a bit of Phillip Phillips blasting from his headphones, and a whole lot of caffeine. He had to be ready for what was coming tomorrow.

**_I love Phillip Phillips :) Geez, I didn't even realize how long this chapter is until now. Having trouble writing the next one because of so much busyness and craziness, but hopefully it will be good : ) The first part is at least entertaining, then it gets all super-cool actiony :D_**


	17. Chapter 17

**_Disclaimer: Oh, I'm quite sorry _****_deary. As much as I would adore claiming ownership of the cheeky wee chaps in this tale, I'm afraid they are not mine. Bloody scones._**

**_Guys, the length of _****_this chapter is scary. IT IS HUGE. The longest by far that I've ever written. That's why I had to wait until now to post it cuz it took me for freakin ever to finish it! I just really didn't want to split this into two chapters because I felt like that would be confusing, but dang, get comfortable because it is an eyeful! There's lots of sleepiness in this chapter I just realized, I hope that doest lull any of you to sleep lol. But I just really wanted my last chapter of the summer to be awesome and go out with a bang...ugh that hurts to say. Why does summer have to end? Why can't I just skip school and write this for a living? Ugh. I really hope you like it though, because it was probably the most fun one for me to write yet. So yeah, enjoy. :)_**

_Chapter 17_

Steve Rogers had always been an early riser. Even though his time in the U.S. army had long since past, it felt like only yesterday his frail body was being jarred awake by a blaring siren and a furious drill sergeant screaming to everyone, _"on your feet, rise and shine!" _He rubbed at his eyes and glanced at the clock, which displayed the time of _6:12 a.m. _in neon characters. Let's just say that old habits died hard, or not at all.

He strolled into the bar area, noticing the bright pink light of the rising sun spilling in through the large windows and illuminating the room. Steve yawned widely, running his fingers through his bed head and blinking his sleepy eyes a few times, until he heard the sound of liquid being poured and glanced to his right. To his surprise, standing in the bar in his robe and slippers was none other than Tony Stark, who was busy making himself a cup of coffee. He dumped a significant amount of creamer into his mug, swirled a mountain of whipped cream on top, then squirted some in his mouth before turning around to notice that he had company.

"Oh," he mumbled over the mouthful of white foam, "sup, Spangles?" He swallowed it down with effort, pounding his fist against his chest. "Mmm. Good stuff. Want some?"

"I'll take mine black, thanks," he answered with amusement in his voice. He narrowed his eyebrows. "What are you doing up this early, anyway? I thought that was just my quirk."

Stark took another mug out of the cabinet and filled it full from the coffee pot. "Couldn't sleep. I don't know. I just hope this whole ordeal blows over quick. Guess I just keep thinking back to the Chitauri thing, and…" He shook his head dismissively, then handed Rogers his coffee. He accepted it warily, taking a small sip that burned his tongue.

"Anyway," Tony continued, slurping from his cup and wiping the whipped cream from his lips, "I've been up trying to worm my way through S.H.I.E.L.D.'s security system so that we could maybe gain access to the security cameras in the airship, but its too complex for even me to handle. And I'm amazing." He hunched over his mug disappointedly, sighing. "So Natasha and Spidey are basically going in blind, and are going to have to be very sneaky with their approach. They'll only have us with our previous knowledge of the ship's layout to guide them, which won't do them much good."

Steve leaned against the island. "Well, there's no point in worrying. We'll make do."

Stark snorted. "Who said I was worried for those two?" He snapped, chugging his drink and laying it against the marble counter roughly. "If anything, I'm worried for any unfortunate S.H.I.E.L.D. agents that happen to cross paths with those maniacs. Black Widow _and_ Spider-Man? Some poor fellows are in for an _insanely_ royal ass-kicking."

Steve chuckled. "I guess so." He pushed off the bar and strolled up to the window, watching cars buzz down the streets below. "Speaking of Parker, I wonder if the kid's getting any sleep. If I were in his position, I'd probably be a nervous wreck."

Tony shrugged, walking past him and staring at the extravagant chandelier swaying slightly across the room. "I bet he's fine," he assured him, then glanced to the right while taking a final sip of his coffee. When his eyes landed on the slumped over heap of red and blue, he choked on the liquid in his mouth, coughing a few times, then laughed loudly.

"I take that back," he told him, swallowing painfully. "I'm _positive_ he's fine. Looks like it, anyways." Tony strolled up to the workbench with arms crossed, smirking. Steve followed behind him, and chuckled whenever he took in the sight before him. Lying facedown with his arms crossed over each other messily was Peter Parker, still fully dressed in his Spider-Man costume besides his mask and sleeping quietly. He was sitting in a chair with his legs crossed underneath and leaning over Stark's work table, which had all sorts of tools and screws and wires scattered across its surface. His thin frame rose and fell as he slept, making the spider design on the back of his costume expand and dilate with his breathing. Steve placed his hands on his hips.

"Damn, he's out like a light," he said with a grin. "He must've been here all night."

"Wonder what he's been working on this whole time," Tony thought out loud, scooping a bolt off of the table and rolling it between his fingers. He put his coffee cup down, smirking. "Wanna ask him?"

"We should probably just let him sleep," Steve tried to tell him, frowning. "He'll need it for today."

"Eh, you're probably right," Tony said with a shrug, "but I don't care. I'm impatient. And besides, it's payback time for that stupid Jarvis air horn wakeup thing he did to us, and this is just too perfect to pass up." He grinned evilly, drumming his fingers together. "Oh man, we gotta one-up him though. We gotta do something _much_ worse."

Steve shook his head, trying to keep himself from grinning. "You're a terrible person," he concluded as Tony laughed maniacally.

"I know I am," he agreed, then glanced over his shoulder. "Grab me that can of whipped cream over there, would you?"

….

Peter was engulfed in a deep slumber. Being up until around 3 a.m. had left his mind and body utterly exhausted, so when he'd finally finished his masterpieces, he'd instantly collapsed on to the table, out cold. The sleep was sweet, but short-lived. No small noise or tiny movement could've disturbed his peaceful slumber, such as a few quiet giggles or cabinet doors being opened and shut. He was not so easily stirred.

It was, however, hard to ignore the table being pulled out from underneath him.

Peter tipped forward, sliding out of his chair. His eyes refused to pop open until the sensation of falling jarred his body awake, and he let out a yelp of surprise. His arms windmilled in the air uselessly, unable to stop himself, and with a grunt he fell face-first into a large and rather conveniently placed bowl, which just so happened to overflowing with a super-sugary, extra-fluffy, and rather sticky mountain of Reddi Wip whipped cream. His entire head sunk into the delicious white foam, covering his whole face and saturating all of his messy brown hair. Laughter ripped through the air around him, loud and unapologetic and undeniably familiar. A thoroughly shocked and terribly confused Peter Parker just laid there for a moment, slowly beginning to realize what was going on, until finally he pressed his palms against the ground and pushed himself up out of the bowl and onto his hands and knees. The laughter around him increased dramatically as he felt the fluffy cream dripping off his face, and he wiped at his eyes and mouth, groaning. He opened his eyes, just about ready to give whoever had done this a piece of his mind, only to find himself staring down the barrel of a bright red horn. The moment it came into view, a horribly shrill blast screeched right into his face, which was quite a shock to his highly enhanced hearing. His surprise from the noise activated his reflexes, and his reflexes made his muscles spring into action before he could stop them. Peter jumped off the floor, yelping in surprise, and stuck to the wall high above the ground, his fingers and body curled against its surface and quivering. The cruel laughing met his ringing ears yet again, and he stared down at the two people far beneath him, breathing shakily. Steve Rogers was cupping his hand over his mouth, fighting to suppress his giggles as he leaned against a chair, his shoulders bouncing. Tony Stark, on the other hand, was flat-out rolling along the floor, laughing his head off with a can of whipped cream on his left and an air horn to his right. Peter felt his cheeks burn with embarrassment, and his taut muscles relaxed.

"Wow, real mature guys," he tried to retort, wiping a large amount of whipped cream off of his forehead and throwing it at their giggling faces. "I thought _I _was supposed to be considered the 'kid' around here, but apparently we've already got a pair of assholes on the Avengers who spend their free time behaving like_ three year olds." _Peter hopped to the floor, scraping as much white cream from his face as possible, griping and grumbling under his breath. Tony was wheezing with laughter, clutching his glowing blue chest as he sat up and wiping his tearful eyes.

"Oh gosh…oh man…you…should've seen…your _face!" _Stark doubled over himself, giggling uncontrollably, and Peter had half a mind to slug him right in his smug face. He shook his hands, spraying white foam all over the place. Steve Rogers held out his arm, failing to keep himself from laughing miserably.

"In my defense," he stated breathlessly, "it was all Stark. I had nothing to do with it. I even told him not to."

"Yes, I claim full responsibility for _all _of this," Tony said proudly, panting heavily. _"Whoo_. I can't breathe."

Peter ran his fingers through his now very well-conditioned hair, flicking the cream away. "If either of you wakes up with your asses webbed to the ceiling tomorrow morning, be sure to send a thank you card to the culprit, your friendly neighborhood Spider-Man."

"Oh gosh, please don't," Stark begged, puffing out his cheeks as he finally managed to calm his giggle fit, and leaned back on his hands. "Okay. _Wow. _Anyway, what were you doing sleeping at my workbench? What have you been working on all night?"

Peter licked some whipped cream off his lips, then grinned cheerfully. "Since you were so interested in knowing that you thought it was necessary to do _that,_ I'll show you." Wiping off his gloves, Peter shot a web from his wrist at the bowl of white foam, which fired from his skin with incredible speed and sharpness, and flung it right at Tony Stark. The bowl hit him in the face, splattering whipped cream all over it. At that, Steve broke into another bout of hysteric laughter, watching the bowl slip off his face and clatter to the floor. Peter smirked as Tony swiped the melting white cream off his face, chuckling.

"Alright, I deserved that," Stark admitted, flicking his hands about, "but what's the difference between that and your normal web-shooting?"

Peter held out both of his wrists for them to see. "Since I can produce organic webbing now and I don't have any use for my web-shooters as they were before anymore, I decided to to turn them into something new." Built into Spider-Man's gloves were two devices secured tightly around his wrists. They were sleek and black, and conveniently small in size. "They're like, web-shooting enhancers, if you will. With these, I can more easily control the speed and pressure with which the web's shoot out of my wrists, and my accuracy is a lot more precise." Peter tapped on the base of the mechanisms then slowly dragged his finger upwards. "See, the webbing shoots from the slits in my wrists here, then goes through the device, and depending on the amount of pressure I place against my palms with my fingers, the webbing can fire from a maximum of 600 feet per second to only barely squirting out at all, like someone spitting or something. I can also control how long or short the webbing I release is a bit better, so I can either shoot a super-long strand for a really long ways, or tiny spurts of webbing like sticky bullets more easily." Peter chuckled at his own description, then stared up at the two men before him, who were gawking back with their mouths hanging open. Peter's gaze switched from Stark, to Rogers, and then back to Stark.

"What?" he finally asked, feeling uncomfortable. Tony gaped at him a moment longer, then shook his head and slapped his forehead, laughing.

"Oh man, we gotta tell Bruce. I don't believe it." He released his face and held his hand out. "Spidey, why in the_ hell_ didn't you tell us before that you were a complete and total science geek?"

Peter blinked. "I didn't - "

"I mean, I had my suspicions when I first took a look at your web-shooters," Tony continued, staring at the floor, "but this - this is just _hysterical." _Stark held his fist up into the air victoriously. "Now there's three of us in the group. We can officially call ourselves a geek squad! We can stay up all night long having nerdy conversations about quantum physics and anthropobiology until we all pass out." He grinned back at Peter enthusiastically. "Man, it's a party now."

Peter chuckled, feeling slightly embarrassed. "If you say so." He said with a shrug. He looked back down at his wrists, then glanced up Stark again, grinning innocently. "There is one other fun little thing I added to my web-shooters, just to give them a little extra pizazz, as inspired by my first encounter with you charming people." Peter aimed his wrists at Tony Stark and fired both at the same time. They struck his chest with a sharp _thump_ and caused him to gasp in surprise, the impact leaving a stinging sensation on his skin. Peter double tapped on the upper part of his palms with his two fingers, and electric currents stirred from his web-shooters. They snaked down the web strands rapidly and traveled into Tony's body, electrocuting him violently and causing him to twitch and sputter. He ripped the webs off his chest, panting, and glared up Peter with spite in his eyes. Peter smiled proudly.

"What can I say? You guys left a _shocking_ first impression."

_…__._

Black Widow banked the jet slightly to the right, her gloved hands curled tightly around the wheel. Darkness encased the world around her, except for the buzzing island of Manhattan that sparkled far behind her and the moonlight glistening off the waters of the vast ocean below. A heavy sense of anticipation hung in the atmosphere, and she pushed a curly red hair out of her eyes. Nick Fury had insisted that they make their move at night, when there would be less activity on the airship. They wouldn't be expecting any sort of attack or break in, seeing that the Helicarrier's location was confidential to all except S.H.I.E.L.D. agents, and they probably didn't suspect anyone knew about their dastardly plans, but Nick was not taking any chances. S.H.I.E.L.D. had plenty of bases spread across the world and stationed in and around NYC, but this one was the one Fury and his team were most familiar with, and the only one where they knew the secret file was being held for sure. They didn't want to go breaking into a different place only to discover that it didn't have what they were looking for. So their only option was to fly out to the airship and see if they could catch a ride.

Natasha glanced into her rearview mirror to see a skinny red and blue figure hanging upside-down from the roof of the jet, twiddling his thumbs, and smirked. "You alright back there, Spider-Man?" She asked, causing him to glance down at her.

"Yeah," he answered after a pause, rubbing at the recently acquired earpiece in his ear beneath his mask, "just haven't ever been a huge fan of planes."

After a few more minutes of flying, the enormous airship slowly became visible through the thick darkness of the night. It's bulky form was barely outlined against the sky, and Peter dropped from the ceiling, pressing his gloved hands against the glass. A chill shivered up and down his spine at the sight, and he swallowed down his nervousness. He needed to keep a cool head now more than ever. This was no time to be getting cold feet.

Natasha flicked on the auto-pilot mode and looked over at Agent Coulson, whose fingers were flying across the keyboard on the plane's control pad. He then snatched a holographic image off the screen and expanded it in the center of the aircraft for the three of them to see. The projection flickered with blue light that danced off the walls of the dark plane, creating a disturbing sort of aurora. It was a 3D image of the gigantic airship.

"This is the Helicarrier," Coulson told them, spinning the projection with his finger for a moment before stopping it with a tap. He zoomed in on the picture until the lower deck of the aircraft was large and detailed to their eyes. He pointed at the flat surface. "I'm going to fly over and drop you two on top, then you'll have to break your way in and work your way through the ship undetected until you make it here," Coulson enlarged the image and circled a room at the heart of the Helicarrier, "the archive and data storage base. It holds every scrap of information about S.H.I.E.L.D. since its inception, so security is obviously very tight. Nick Fury's access to all rooms and files has been revoked, so you're going to have to improvise. From what we know, the 'Project Chimera' file has been wiped from every system except the one in here in order to keep its contents hidden from unwanted eyes. You have to be stealthy, and keep out of sight. If either of you is caught, it could mean big trouble." He switched his gaze on to Peter. "Especially you, Spider-Man. It is imperative that you are not captured, because S.H.I.E.L.D. will most definitely conduct every possible test and experiment on you to discover how to replicate your powers."

Peter's skin crawled at the thought of that, and he nodded uneasily. Natasha nodded as well, her eyes stony and body language exuding confidence.

Agent Coulson crossed his arms, smiling slightly. "Alright then. Put on your parachutes and let's get cooking."

Spider-Man had never used a parachute before, but decided for once to go by the book and wear one, contrary to what most people did in most spy movies he had seen. He wanted to believe that with his enhanced durability and bodily strength he could easily withstand the fall unscathed, but was in no mood for taking any chances. Slipping his arms through the backpack, he walked into the center of the plane, where he could see a slit in the floor just below his feet. Natasha strolled up beside him, wearing her own parachute, and grinned amusedly.

"Ready?" she asked him, crossing her arms in front of her chest. Peter nodded uncertainly, his hands out at his sides to keep his balance and his muscles rigid.

"Yeah, I got this," he answered with a slight falter in his voice, clipping the belt wrapped around his midriff together. "I've probably fallen from higher without one of these."

Natasha's face softened. "No, I mean the mission. This is about to get real now, and I need to know that you're going to have my back, and I'll have yours."

Peter looked over at her in surprise, his wide white eye lenses reflecting her face. He then stared forward at the approaching dark mass ahead.

"Yeah, I've got your back," Peter assured her, feeling the ship begin to ascend under his feet.

"We stay together," she insisted, although there was a smugness to her voice, "as long as you don't slow me down."

Peter smiled down at the floor at his bright red feet. "Touché."

Coulson sat at the wheel, slowing down the speed of the aircraft as the jet was positioned above the Helicarrier. He flicked at a few switches and turned a few dials, then spun around in his chair to face the two of them, smirking with his hand on a small red lever.

"We'll keep you posted as you make your way through as long as we have connection. Stay out of sight, and take out anyone who does end up seeing you."

The two of them nodded in unison, preparing for what was coming.

Coulson smiled mischievously. "Good luck, you two," he murmured, then pushed the lever forward with his hand. Peter's heart just about jumped into his throat as he felt the floor drop out underneath his feet, and the he and Black Widow tumbled downwards into the black abyss.

Peter cried out in surprise at the sudden drop, but was quickly overcome with thrill and excitement as icy wind whipped past his body and his stomach turned somersaults on itself. The ocean far below glowed with silver light, and the giant airship beneath them was approaching rapidly. Natasha allowed herself to fall for a few more moments, then opened her parachute and disappeared above Peter's head. Startled, Spider-Man reached back and felt a cord on his backpack flapping in the wind. He curled his fingers around it and yanked it upwards. For a terrifying second, nothing happened. Then, a mess of cords and nylon fabric shot out from his back and expanded in the air, jerking Peter's body backwards violently as the wind caught in the drag. He gasped, clinging to the straps of his harness as his decent slowed, and his heart rate decelerated. Now, as he gently glided towards the airship, he felt like a tiny dandelion seed drifting in the wind. He glanced upwards to see Black Widow descending close on his heels, then looked back down. Sticking his feet out, his toes touched the hard surface of the deck, and he took a few steadying steps before catching his balance. Natasha floated down beside him as Peter's parachute settled over top of him, and he grappled at its airy surface before slipping out from underneath it. He unfastened his harness and let it slide to the ground, taking in the scenery before him.

They were standing upon the enormous lower deck of the S.H.I.E.L.D.'s main airship, the Helicarrier. It's flat surface was littered with all sorts of fighter jets, helicopters, and other dangerous-looking forms of aircraft that Peter couldn't put a name to. Each its four corners had a massive rotor with thick blades spinning with incredible speed to keep the ship suspended in the air. The sound of the rotors chopping the wind roared in Peter's ears, and he wondered who in their right mind had thought of the designs for such a bizarre piece of machinery. He glanced over at Natasha, who had rolled her parachute into a ball in her arms.

"Let's stash our parachutes somewhere in case we need them later," she instructed him, pressing her finger against her earpiece so that her voice resounded in Peter's ear. He nodded back at her, scooping up his own in a messy heap. They stuffed them behind the wheel of a small jet, then began to make their way across the deck with stealthy movements, eyes combing the area around them. They made it to the entrance of the main control room, dropping low against the ground, and peaked through the glass. Only three people were inside. A man and a woman were standing side-by-side, talking and laughing while they faced the window on the opposite side of the room, and the other man was sitting at a computer screen playing Galaga. Natasha slipped across the ground and over to the door, fishing what looked to Peter like some type of dental tool from her pocket.

"Child's play," she whispered casually, and slid the skinny end of the pick into the keyhole on the door along with a tiny tension wrench. She carefully applied small amounts pressure to the pins inside the lock, until finally a satisfying "click" sounded. Without another noise, Natasha slowly turned the door handle, pulling her tools out of the hole, and glanced over at a rather impressed Peter Parker.

"We have to neutralize the people inside - that one guy is too close to the door for us to sneak by."

Peter nodded, feeling his blood coursing through his system energetically. "Okay. I'll get Galaga, and you get the two love birds."

Natasha smiled. "You catch on quick, Spidey. Don't cause a ruckus." With that, she carefully cracked the door and slipped through the opening in silence. Peter followed close behind, only he took a more unconventional route. He climbed up the wall and on to the ceiling, his movements fluid and stealthy. Upside-down, he crept along the metal surface, his body pressed down low. The poor man was completely absorbed in his game and didn't have the slightest awareness of the masked vigilante that now sat right above his head. Lowering himself on a silent web, Peter dropped down from above him until he could practically reach down and kick the guy in the forehead. He aimed a web-shooter at the man's face, and after a moment of hesitation, he fired a thick blast of web fluid from his wrist that splattered across his eyes, nose, and mouth. The man jumped back in surprise, mumbling fearfully around the webbing, his headset slipping off his ears. In a flash, Spider-Man snatched him up with a his webs, encased him in a cocoon, and webbed his squirming body to the tall ceiling. He felt a tinge of guilt for restraining the man in such a cruel way, and crawled up beside him to peel the webbing off his nose so he could breath. Now blinded, gagged, and totally incapacitated, the man moaned miserably, clearly defeated. Peter marveled at his handiwork for a moment, then glanced over where his teammate was. The sight made a horrible chill dance up his spine.

Natasha Romanoff was slowly creeping up behind the laughing couple, tip-toeing across the floor. In her hand Peter could clearly see the glint of a vicious-looking knife. When she was within range, she raised the blade up by the young woman's neck, preparing to slit her throat.

A hand suddenly grabbed Natasha firmly by the wrist and forced her arm upwards, the knife she held narrowly missing the lady's nape. The back of a fist slammed into the female S.H.I.E.L.D. agent's head, then a red and blue leg swung around and delivered a powerful roundhouse kick against the side of the man's temple, causing both of them to collapse to the floor without uttering a peep, out cold.

"What's wrong with you?" Natasha scoffed, wrenching her arm free of Spider-Man's strong grip. "I had them."

"What's wrong with _me?" _Peter hissed back at her, having trouble keeping his voice low. "What in the hell is wrong with _you,_ Romanoff?" He stared down at the knife clasped in her gloved fingers, fury expanding in his chest. "You were just about to kill them! I saw you - you were about to stick a knife into that woman's throat for no reason!"

"It wasn't for no reason, Spider-Man," she growled, narrowing her eyes. "I was doing what Coulson told us to do to make sure we got through here without being detected."

"Obviously you and I have a much different view of what 'take out' means!" Peter almost yelled, his fists balled at his sides. "We don't have to kill people to get this mission done! We can sneak around those who we don't need to directly engage with, and restrain those who we do. If we just go around murdering people left and right, than we're no better than the damn people who are killing off humans for their 'Project Chimera' cause!"

Peter could see a guilt enter Natasha's wide eyes, and she crossed her arms against her chest, hiding her emotions beneath a fierce irritation.

"Fine. If you want to do this the hard way and risk both of our lives by showing mercy on these damn assholes, be my guest. It's going to be a lot more difficult for me to take out these people undetected that way, though."

Peter grabbed a keycard from the woman's pocket, encased the two unconscious agents' bodies in webbing before sticking them to the ceiling as well, then glared at Natasha furiously.

"If you can't handle it, then let me do the rest of the 'neutralizing' from here on out, got it?"

Agent Romanoff snorted, shaking her head. "I'll manage. Not going to let some smart-mouth kid in spandex one-up me."

Spider-Man nodded, glad that she wasn't going to be trying to slit anymore throats. He gave the three trapped people one apologetic look, thankful that they were okay. He wondered if any one of them had a family back home who would miss them if they had died. The thought made him want to grab Agent Romanoff by the collar and start slugging some sense into her, but he restrained himself. This now very blatant difference between them would have to dealt with after their mission was completed, when they were both safely off S.H.I.E.L.D.'s airship. He released a shaky breath from his lips, then turned on his heels towards the door, and after scanning the card to unlock it, the two exited the room with caution.

_Have…two…made it in? _a sudden familiar voice cracked in Peter's ear, causing him to jump slightly. He climbed up the wall and on to ceiling, feeling a bit more comfortable crawling above the narrow hallway than walking through it.

"Yes, we're in," Natasha answered Nick Fury quietly, pressing her middle finger against her earpiece. "Thanks for the late check-in. I can barely hear you, though. We just entered sector two. Where do we need to head next?"

_You…to get…floor up, _Fury tried to tell them. _Go through…doors…elevator…right._

The two followed his scratchy instructions, easily getting into the next hallway with a swipe of their stolen keycard. Natasha tried to ask him where to from there, but all she heard was white noise on the other end, and she sighed agitatedly. They came upon a set of elevators, but were this time denied.

_Retinal scan required for entrance, _an automated female voice informed them. Natasha groaned.

"Knew we should've killed one of those two and stolen their eyeball," she grumbled under her breath, swirling her knife in her fingers.

"Shush," Peter hissed at her. "We'll figure something out. Just let me think."

In that moment, the elevator before them pinged loudly, and the two metal doors slid open. They both stood frozen as a large man appeared to them inside the elevator, taking a bite out of his sandwich and holding a phone against his ear and shoulder. He laughed over his food, glanced upwards, and was greeted with a knife at his throat and a hand over his mouth. Natasha shoved all three of them into the elevator, and the doors shut behind them.

The agent's eyes were wide with terror, and his phone and food dropped to the floor. Peter reached down and scooped the cellphone up.

_Hey, Rodney? You still there? Dude?_

With a flick of his finger, he hung it up, then dropped it back on the ground.

"So Rodney, huh?" Natasha cooed with a smirk on her lips. "I like that name. How's it hanging?"

The man's eyes were wide in terror and he was breathing heavily. He switched his gaze to Natasha, then Spider-Man, then back to Natasha.

"Now, I'm going to release my hand off of your nasty mouth," she hissed at him, "and you're going to answer all of our questions, _quietly."_ She laid the flat end of the blade against his neck. "Anything louder than a whisper out of you, and your head will be rolling along the floor. Got it?"

The S.H.I.E.L.D. agent nodded vigorously, and so she slowly took her palm from his face, shaking it around a bit in disgust. He leaned back against the wall, his breathing strenuous.

"First question," Natasha began cheerfully. "How do we get to the archive room from here?"

He swallowed painfully. "Down one floor, through a long hallway, take a left at the end, and you'll find a small staircase leading to the entrance." He faltered. "B-but, you can't get in there! Even I can't! You have to have one of the superior S.H.I.E.L.D. agents with you."

Natasha laughed quietly. "Man, it didn't take much to get you to squeal like a pig. S.H.I.E.L.D. must be really desperate for new agents if they hired a moron like you."

Peter chuckled slightly under his breath. "Just get whatever information that you can out of him so we can go."

The man looked over at Peter, and an excited smile brightened on his face. "Hey, you're Spider-Man!"

Peter stared back at him, feeling a bit uncomfortable. "Yeah."

"Oh man! I thought you were dead! Dude, you are like, the coolest guy _ever. _The way you swing on those webs and save people. Like, _awesome!"_

Peter did his best to suppress the laughter that had stirred within him at that. "Uh, thanks. Although you should probably stay focused on answering her questions."

The man glared at Natasha. "What's a guy like you doing with this lady? And why are you breaking into S.H.I.E.L.D., anyway - I thought you were a good guy."

"S.H.I.E.L.D. has become corrupted," Natasha informed him sternly, her knife never leaving the surface of his skin, "which leads me to my next question. What do you know about this 'Project Chimera' thing that S.H.I.E.L.D. is up to?"

The man wrinkled his eyebrows in confusion. "What does that even mean?"

Agent Romanoff pressed the blade hard against his neck, causing him to flinch. "Don't play dumb with me! Just answer the question."

"No, I swear!" He whimpered. "I really don't know what you're talking about! I've never even heard that name before - 'Project Chimera.'"

Natasha glanced back at Peter, and they shared a puzzled look for a moment before she turned back on to the man.

"If you're lying to me, you're going to regret it," she growled at the cowering agent.

"I'm not lying! All I know is that I've never heard of that before!" He blinked for a moment, as if in thought. "Unless you're talking about that thing they doing with the prisoners, but that has a different name."

Romanoff gripped the man firmly by the collar and shoved him into the corner. He stumbled backwards, gasping.

"What 'thing?' What 'prisoners?'"

"I - that deal they started with the prisons a while back! They take people from the prisons and help them become productive or whatever!" Sweat dripped down his forehead as he spoke. "From what I know, they offer people living on the street the opportunity to work in the labs as cleanup crew, since no one ever wants to do that job. They also take in prisoners - a bunch of prisons have started giving some of their criminals to S.H.I.E.L.D. to work here and be taught by the staff how to become better people. Since S.H.I.E.L.D. is all about security or whatever, they want to help people who originally made the world an insecure place become people who will be productive in society. I believe they're calling it 'Project Revival,' though." The man's eyes sparkled. "Isn't that kind? It's about time S.H.I.E.L.D. started getting more directly involved with the public. Now, our overall public support is higher than ever!"

A heavy silence hung over the room. Natasha slowly released her hold on the man's collar. Peter grabbed his head in his hands for a moment, then slammed his fist against the wall, leaving a deep dent in its metal surface and causing everyone to jump.

"Don't you get it?" he hissed between his teeth, laughing in disbelief. "They're using the prisoners and the people desperate for jobs as their damn lab rats for their experiments! They just slapped a fancy title and cover story on top of it so people would walk right into their trap."

Natasha's face had gone pale. "That's where they're getting all of their test subjects from, why there have been so many volunteers."

Peter marched right up to the S.H.I.E.L.D. agent, causing him to shrink back in fear.

"How long has this been going on? When did S.H.I.E.L.D. start this 'Project Revival' thing?"

The man looked thoughtful for a moment, wiping the sweat off his forehead. "Um…it's been going on for about half a year now, from what I know. At least in S.H.I.E.L.D., anyway."

Natasha shook her head in disbelief. "How has no one taken notice of this by now? Fury would've figured this out if this has been happening for that long, I know it."

"Wait," Spider-Man stated, holding out his hand, "what did you mean when you said "at least in S.H.I.E.L.D.?'"

The man blinked, furrowing his brow. "Well, S.H.I.E.L.D.'s been helping people like this for a long time, but some other company teamed up with them…with a fancy-sounding name…

Peter swallowed uneasily. "Oscorp?"

The man glanced up. "Oh yeah. That's it. Oscorp. They teamed up with them to help with the project only recently this month."

Romanoff stared at Peter, a horrible realization settling over both of them.

"It's been a scam this whole time," she whispered.

Peter interlaced his fingers behind his head, sighing heavily. "They planned it from the beginning. They started it to seem as a way they were helping people, and carried it out that way for a long time in order to create a false sense of security and trust among the public, the police, and people looking for jobs. After that had been established, they teamed up with Oscorp and started using them as candidates for their cross-species experiments." The words coming out of his mouth made a sickening feeling twist in his stomach, and his leaned against the wall, incredibly frustrated. Black Widow pinched the bridge of her nose and shook her head.

"Well. Hasn't this been a most lovely development in our fun little field trip." She muttered. After a moment in thought, she glanced over at Peter, her eyes intense as she placed her hands on her hips. "We don't have time to mull this over right now, though. We still need to get that file. We'll fill in the rest of the team later."

A terrified expression settled over the S.H.I.E.L.D. agent's face, and he grabbed Natasha by the arm. "I…I-I can't let you do that," he began, his voice shaking. "You can't take anything from the archive room. That's illegal, and I'm not just going to - "

With a sigh, Peter aimed his wrist at the man's face and shot a blob of webbing over his mouth, causing his words to catch in his throat. He screamed in surprise, his voice muffled over the webs, and clawed at his encased lips. Natasha ripped her arm out of his grip and elbowed him the stomach before flipping away and landing beside Spider-Man. Peter coated the agent's entire body with webbing until the poor man was trapped against the corner of the elevator, twitching and whimpering helplessly.

"Sorry, Rodney," Peter apologized, slapping his gloved hands together. "It's nothing personal. S.H.I.E.L.D. is not what you think it is, and is doing terrible things. Thanks for all your help." He looked over at Natasha, who appeared slightly disgusted.

"Is that stuff seriously coming out of your arm?" she asked him, wrinkling her nose.

Peter felt his face flush slightly. "Yeah."

"And you're shooting it in people's mouths?" She scoffed, pretending to gag. "That's just nasty."

"It's basically the same as my other web fluid, only now it's…uh…'produced' by me."

Natasha laughed. "Yeah, that's why it's gross."

Spider-Man shook his head, his cheeks burning. "Whatever. Where to now?"

Romanoff walked over to the control pad on the elevator and pressed one of the buttons with her thumb. "Let's see if we can find our own way into that room, since Fury and everyone else won't pick up."

The elevator rose slowly to the next floor up until coming to a shaky stop. The doors pinged and slid open to reveal an empty hallway. Natasha crept out, but Peter hung back for a moment.

"Whenever you get out, make sure to tell people about the horrible things S.H.I.E.L.D. and Oscorp have been doing behind everyone's backs. A message from you friendly neighborhood Spider-Man." With a small salute, he slipped out of the elevator, listening to the man's strangled murmuring stop abruptly as the doors shut behind him.

The hallway had an ominous feeling to it. Dim lights glowed along the floor, meagerly piercing the darkness that shrouded it. Spider-Man crawled on to the ceiling and Black Widow snuck along the ground, her body low and her knees bent. Her hand hovered over the taser on her utility belt, and Peter's fingers gripped against the ceiling as he crept across its surface. Their movements were silent. Finally, after a long and suspenseful trek down the narrow hall, they came upon a staircase on their left that led down to an impressive looking pair of doors. In large, capitalized letters sprawled across their surface read _NOTICE: AUTHORIZED PERSONNEL ONLY. _There were two scanners: one for a handprint and one for an eye, as well as a keypad to type in a code. Natasha whistled in awe.

"Damn, a little overkill on the security systems, don't you think?"

Peter groaned. "Now what do we do?"

Romanoff stared at the door for a moment, then walked back into the hallway, looking up at the ceiling.

"There has to be some sort of ventilation system going through there," she told him, her hands on her hips. Her eyes caught something far down the hallway, and she pointed. "There. See that air duct on the wall up there?"

Peter dropped from the ceiling and followed her finger to where the grate was on the wall. At the sight, he frowned. "The ventilation shafts? Really? Does that actually ever work?"

Natasha shrugged. "It might. We don't have a lot of options at this point." She turned to face Spider-Man, laying her hands on his bony shoulders. "Okay, so here's what we're going to do. You're going to crawl into that air duct and see if you can find a way into the room that way, and I'll stay here and try to find a way in through this way."

Peter crossed his arms. "Whatever happened to the whole 'we stay together' thing?"

"Desperate times call for desperate measures, Spidey," Natasha told him, giving him a playful shake. "If anyone passes by who I can snatch up and get to let me in, I will. If you find a sneaky way in through that way, then even better. It'll be fun. Besides, this way, we have double the chance of finding a way in."

But Peter was not convinced. "I don't know. I still feel like it'd be better if we stuck together."

Natasha smiled. "Whose the one with the vast experience in spy work around here?" she said cooly. She tapped on her earpiece with her index finger. "If anything goes wrong, we can alert each other or call for help through these. I'll think we'll be in close enough range for them to work. Just stay quiet, and keep out of sight. We'll rendezvous back here if neither of us can get through in the next hour. Alright?"

Peter stared at her for a moment, wondering how she'd ever gotten involved in all this super secretive spy business in the first place. Then he sighed, uncrossing his arms and grinning under his mask. "Fine. I'll race you to it, then. First one to get the secret file gets to make the other person do whatever they want for a day."

Natasha laughed at that. "You're such a kid. Alright, it's a deal." She clapped Peter on the shoulder a couple times, then shrunk back down the short stairwell, vanishing into the shadows. Peter watched her disappear like a ghost, praying for any hapless idiot that happened to cross her path, then turned around to face the dark hallway. He walked the long stretch of tile floor apprehensively, his breathing the only sound that resonated through the hall, until finally he stood below the grated air duct. He crawled up the wall and grabbed the thin bars in his fingers, spreading them apart with ease, then slipped inside like a devious serpent, reaching back and replacing the grate before staring forward at the black void before him. He took a steady breath, trying to keep his cool, then began crawling through the metal tube silently, his body pressed close to the ground.

Spider-Man continued slipping through the ventilation shaft for almost thirty minutes, finding many places where the duct fed into but none looking anything like some sort of archive room. He kept trying to find some way to loop back around to where he'd been before, but began to feel a bit turned around. The sweat pouring down his face and the walls pressing up against his body slowly started to grow unnerving, and he stopped for a moment, pulling up his mask and wiping his dripping forehead. What idiot had thought up the brilliant idea of sneaking via air duct in the first place? He began to seriously regret ever going along with Black Widow's plan. He really wished she had come with him. Maybe a few cheeky jokes of hers at that moment would've calmed his unsettled nerves. Any company; any sign of life, really, was what he was craving, and also maybe a way out of this cramped air duct. Peter had never been one keen to experiencing claustrophobia, but as he sat there, perspiring heavily and having trouble calming his ragged breathing, panic at how trapped he felt inside there began to well within him. A terrible desire to just go ballistic and break himself free of his four-walled prison coursed through his muscles, but he managed to contain himself. He'd just hop out into the next room he came upon to take a breather, then slip back into the ventilation shaft after he'd found his composure. He pulled his Spider-Man mask back down over his face and went back to his crawling, his eyes searching desperately for a way out.

_Kill…_

Peter froze, his body going rigid as a statue. A single drop of sweat slipped between his eyes and down his cheek before melting into the red fabric of his mask, and his breath had caught in his throat. He sat there for a moment more, his muscles stiff with fear, wondering if he'd just imagined the whispery voice he thought he'd heard, until finally he began creeping forward again, assuring himself he was just hearing things.

_Kill!_

This time, Peter jumped in terror, his head slamming against the metal roof above him and leaving a dent, before he scrambled as close as he could against the wall, wrapping his arms around his legs and gasping. The voice was louder now, sounding close and creepy and ready to pounce on his skinny body to rip his throat out at any moment. He clasped his hands over his ears, shivering with his eyes closed.

"You're just imagining it," Peter told himself feebly, curling his toes against the ground. "C'mon! Get it together, Parker."

_My kill! _

Peter gasped at how close the voice was now, and slowly glanced to his left, his body hot and sweaty and quivering with fear. On the wall just a few steps away was another grate leading to the next room, stripes of dimmed light pouring through the thin bars. Slowly, Peter unraveled from his fetal position and crept over to where the grate was, anxiety lodging in his throat. He sat down in front of it, his eyes taking in the two small forms and the intricately designed fibers settled across it, and shook his head.

_No, there's no way…_ he tried to tell himself, but felt a horrible chill crawl up his spine as the tiny creature traipsed across the thin mesh and up to the other mass, which was twitching and flailing helplessly, before the voice spoke again.

_Kill! Kill! _Peter could hear, although it sounded as if the voice wasn't speaking aloud, but rather in his mind. He stooped down and pulled up his mask to get a better look at the two little forms, and felt sick to his stomach as his terrible suspicions were confirmed.

Crawling across a beautifully crafted web that was stretched across the air duct grate was a small brown spider. The arachnid slithered up to the fly that was kicking its tiny feet and buzzing its trapped wings in a fruitless effort to escape the web, then began to spin the insect in circles with quick movements from all of its eight hairy legs, encasing its body with webbing from the spinnerets on its abdomen. Pretty soon, the fly was completely cocooned, and Peter watched as the spider crawled on top of the vibrating sack and bit into it deeply, injecting the insect with venom, and eventually causing it to go still after about a minute or so. The arachnid began to feast on the fly's digested insides, tearing out small globs of goop with its pedipalp and pulling them into its squirming jaws. Peter was just about ready to vomit all over his feet at the sight, but instead decided to try something rather stupid.

"Um, hi there," Peter whispered, inching closer to the feeding arachnid. The spider continued to consume the fly without another sound, entirely engrossed in its meal. Peter lifted his hand and reached his finger forward, wondering if he really was just going completely insane, almost hoping that he was, until his fingertip was just about to touch its hairy body.

_My kill! _the spider hissed at him, flinching back against the web and coiling its legs around its prey. _Mine! _

Peter jerked away in surprise, his limbs shivering. "Oh crap. This is not happening. Not again, not this soon!" He curled against the wall, his legs pressed up against his chest and his fingers digging into his scalp, moaning. "Please don't tell me I'm talking to a damn spider. I can't deal with this right now. Not now." Peter's hands slid down on to his face and over his eyes, his fingertips pressing hard against his eyelids. He sat there for a few moments, breathing shakily, wanting to just collapse to the floor and maybe die. That sounded nice just about now. Then he slapped himself in the face, pulled his mask back on, and stretched forwards again, his eyes focusing on the hairy little creature clinging to the shiny web. He wondered if the arachnid knew his way around this place. The idea of asking a spider for directions made Peter want to laugh out loud, but he coiled his fingers around the bars of the grate and leaned towards it, preparing to do just that.

_BAM. _A sound like a nuke going off suddenly exploded far behind Spider-Man and sent a tremor quaking across the walls around him. The sudden noise scared Peter so badly that he shot forwards, shoving himself straight through the grate's thin bars and the curtain that had been laid across the air vent. Bright light invaded his eyes as he tumbled forwards, and he felt himself land hard against something flat, the sound of glass breaking around him echoing in his ears. Peter laid there for a second, groaning, until finally he pushed himself up on to his hands and knees, shaking his head and cupping his temple in his palm. He blinked his aching eyes, having trouble adjusting to the harsh light, then lifted his squinty gaze to stare around the room. What he saw just about made him want to pee himself.

Standing all around him, dressed in white coats and yellow gloves and surgical masks and goggles and clutching all sorts of pointy objects in their hands, was an army of S.H.I.E.L.D. scientists. They all stood frozen, standing over whatever disturbing thing they'd been working on before their unexpected red and blue visitor had landed on the table before them. Peter scrambled to his feet, fear rapidly increasing his breathing and heartbeat as his head swiveled around at all of the eyes of the people in the enormous science lab taking in his presence. Everywhere he looked, he saw spiders - sitting in cages, clinging to the edges of vials, being held in between tweezers, cut open and being dissected with needles, scattering across the floor where the bottles he'd broken were smashed into tiny pieces. Peter could hear their agonized voices pressing against mind, but he willed them to not be heard, and so everything became silent once more. _Oh crap, _he thought in terror, _this is bad._ There was an incredibly awkward pause as all of the people stared at Peter, wide-eyed, until finally a single voice rang out over the silence.

"What the hell?" They gasped in disbelief. "It's Spider-Man!"

Startled, one of them stumbled backwards and flipped up a clear plastic container on the wall, then slammer his fist against the large red button underneath, causing an alarm to start blaring wildly and lights to flash from the ceiling.

"Quick - don't let him escape!" They cried out. In an instant, all of the scientists had drawn guns from holsters on their hips and were pointing them at Peter's thin frame. His spidey sense went haywire inside his skull, and a horrible fear clawed at his heart as he watched a sort of demented eagerness enter all the scientists' wide eyes, as if they were just dying to strap his body to a table, slice open every little inch of him, and dissect his innards to find out exactly what made the famous wall-crawler tick. In that moment of pulse-pounding, blood-coursing, muscle-coiling adrenaline, Spider-Man's body sprang into action, allowing his survival instincts to take over.

So much for the whole "keeping quiet" and "staying out of sight" thing.

Peter flung himself off the table and rolled across the floor, hearing the popping of gunfire explode all around him. He sprang up right in front of one of the scientist who had his gun pointed right at Peter's face and shoved his arm upwards, causing him to shoot at the ceiling and send debris raining to the floor. Peter kneed him in the nose and fired a web at the ceiling, bullets whizzing past his skin. He stuck to its surface, ducking and dodging, and shot two more web strands at a pair of S.H.I.E.L.D. agents, which struck against their chests with immense force. With his middle and ring fingers, Peter double tapped against the upper part of his palms, and currents of electricity snaked down the webs and into the scientists' bodies. They cried out in pain, and Peter whipped their twitching forms against four other men, causing them all to tumble to the group in a messy heap. A bullet then zipped right past his ear, and with a flick of his wrist he disarmed the culprit, sticking his weapon to the ceiling. He then swung low on a web, his legs out in front of him, and slammed his feet against a couple more agents and sending more glass containers of spiders smashing on the ground. He landed on the tiled floor in a low crouch, breathing harshly, his eyes whipping left and right beneath his mask. He could feel himself being surrounded, the barrels of a dozen guns aimed at his rigid form. Peter allowed his eyelids to slide shut, and he waited patiently, listening to the beating of his heart against his ribcage and marveling at the rush of adrenaline through his blood. He listened intently, his muscles tense with anticipation. A shard of glass slipped of the edge of the table and dinged shrilly as it clattered to the floor.

_BANG. _As soon as the first scientist's gun fire, Peter flew across the room at him and snapped his arm clean in half, a sickening "pop" ringing in his ears. The man cried out in agony, clutching his mangled forearm, and Peter whipped his legs against his knees and caused him to collapse to the floor. In a flash, he was on the next man, punching him in the face and kicking him in the chest, and then to the next, slipping between his legs as he shot at the floor and chopping the side of his hand against his neck as hard as he could, causing him to sputter and fall. Peter had never felt himself move so fast before in his whole life. He felt like a bolt of lightening that was rolling and sprinting and flipping and dodging every which way, claiming a new victim before any of them had time to react. another bullet zing past his nose, and Spider-Man fired a web at the weapon and ripped it from his hand, whipping it around his head before smacking the gunman in the face with it. He began shooting off quick spurts of web fluid from his wrists that splattered over the men's eyes and mouths and over the barrels of their pistols, causing many to collapse to the floor to try to peel the sticky mesh off their skin. Peter sprang up from the ground and on to the ceiling, firing another web at woman who had a menacing-looking scalpel in her hand, as if she was ready to start sawing away at his flesh right then and there, and flipped her up on to the ceiling, sticking her there with a thick coat of webbing.

That's when Peter's spidey sense went off like a bomb, warning him of danger coming from five different directions. The world seemed to sink into slow motion, the flashing lights above his head blinking on and off sluggishly and the alarms blasting in his ears slackening to elongated whirls. A quintuplet of bullets were making their way towards his red and blue body pressed up against the ceiling, their small lead forms itching to pierce into his sweating skin. Peter's fingertips released their hold on the upside-down surface, and he began to fall slowly to the floor. He arched his back over the first bullet, feeling the wind whip past his shoulder blades, curled his knees against his chest to dodge the second, dropped his head back as the third buzzed above his throat, kicked his legs out as the fourth barely missed his stomach, and lastly twisted his body in the air as the final bullet bullet zipped up from beneath him, zooming past his lower back and shattering the fluorescent tube light above his head, causing sparks and glass to rain across his falling form. Finally, he dropped to the floor on the tips of his fingers and the balls of his feet, feeling sharp shards bouncing off his spine and pinging against the tile. He breathed heavily, feeling sweat trickle down his spine, and slowly opened his eyes. His pupils focused in on what was underneath him, and his spidey sense was pounding against his skull before he was fully aware of his situation.

Lying beneath him was one of the scientists he'd taken out before, whose eyes were wide and his nose was bleeding. The man's teeth were clenched tightly together in rage, and to Peter's horror, he suddenly felt something hard and cold prod against his stomach. His body reacted instantly, rolling to the right with jerky movements, but instantly wasn't quick enough.

_BANG._

A sharp pain exploded through Peter's abdomen, and he collapsed on to his stomach, gasping. His vision blurred as the agony began seeping from the hole ripped through his flesh and spreading throughout the rest of his body, and black splotches dotted the edges of his vision. The bullet had shot straight through him, just to the right of his belly, and he clutched the entry wound, having trouble steadying his breathing. He curled his fingers against the tile, and with effort he pushed himself up on to his hands and knees, not allowing himself to be beaten so easily, only to feel a foot press against the back of his neck and shove him back down against the floor. The barrel of a gun was placed against the side of his head, and he heard an unsettling 'click' vibrate against skull.

"Don't kill him," one of them instructed, and Peter began to panic as he felt multiple pairs of hands being laid on top of him to hold him down. "He's no good to us dead."

"Let me go!" he screamed at them, squirming under their grip as his wits returned to him, only to feel them press his body down harder.

"You saved us a lot of trouble by just waltzing right in here, Spider-Man," the scientist said smugly. He glanced around the devastated room and at the people sprawled across the floor for a moment, frowning slightly. "Well, not a _lot_ of trouble. You did a number to this place, but none of these spiders are worth a damn thing. Not now, when we have _you."_

Peter's breathing became quick and raspy as terror began to overcome him, and he willed his trapped limbs to move. Slowly, and to everyone's surprise including his own, he began to push himself up off the floor. Some of the scientists began to flat out jump on top of him to try to keep the masked vigilante from moving, but still he continued to rise. He got to his hands and knees, the weight upon his body incredible, and began to thrash about. Peter swung his fist foreword and clocked one man in the face, kicked another off of his leg, and elbowed one on his back between the eyes. He felt one of them wrap their hands around his throat to try to suffocate the air from his lungs, and more begin to bend his arms against his back, but he spun his body along the ground, now facing them. He kicked one of them against his temple, head butted another, then ripped his arms out from underneath their bodies. Pressing his fingers hard against his palms, he fired two strands of webbing against the wall across the room and began to pull himself free. Another gunshot rang in his ears, and he felt a horrible pain blossom on his right shin, but he simply yelled out and wrenched himself forward, slipping out from underneath his captors and springing up on to the wall. Men and spiders littered the floor, and his heart was beating intensely. He needed to escape. Peter shot a web at the ceiling, swung above the heap of bodies writhing in the center of the room, and burst through the door on the other side. He rolled across the floor, groaning with pain, but quickly scrambled to his feet. He coated the hinges and edges of the door with webbing so that the people inside were trapped. With a heavy limp, Spider-Man then began running down the hallway, having no idea where he was or where he was going. After a while of pathetic jogging, he gave up and crawled up on to the wall, pressing his hand against the bullet wound on his torso and leaning all his weight on his uninjured leg. His breathing burned in his throat, and he laid the back of his head against the wall, moaning with his eyes closed. _Natasha, _he managed to remember in his scrambled mind. _Got to tell her. _With trembling fingers, he released his punctured flesh, the fabric of his gloves thoroughly saturated with thick, warm blood, and pressed his forefinger against his earpiece.

"Agent…Romanoff?" Peter gasped, looking down both ways of the hallway to make sure he was alone. "You there?"

_Spidey? _he heard a panicked voice answer, sounding out of breath.

"Are you…alright?" he coughed, watching dark liquid drip down his leg and on to the floor.

Natasha laughed nervously. _Well, I got the file. But now I'm trapped in some type of lounge a little ways away from the our rendezvous point. I've barricaded the door, but I'm completely surrounded._

Peter was shocked. "How did manage you get inside the archive room?"

There was a pause on the other end. _Well…I may have kinda shot a rocket launcher at the door…_

"You _what?" _Peter hissed, grimacing as a deep pain ripped through his insides. "That giant explosion was _you?_ Where did you…how did you…?"

_I found the weapons development room after a quick snoop around the floor, scanned some random dude's eye to get inside, and there it was just sitting there. So yeah, I took it and blew the door open. _

"You could've warned me!" Peter snapped furiously. "I almost died because that explosion scared the living crap out of me and I fell into a freaky science lab full of people who wanted to dissect me! I barely got out without being caught!"

Natasha faltered. _Oh…ha ha. Sorry, Spidey. It was getting kind of dull on this end, so I wanted to spice things up._

"Coulson told us to do this without being noticed!" Peter yelled at her. "Thanks to you, there are sirens going off everywhere, the entire damn ship now knows we're here, and I've got two bullet wounds in me!"

There was a pause on the other end. _Alright, alright. I'll admit it wasn't my best idea. But after I stole the rocket launcher, an entire armada of S.H.I.E.L.D. agents came up the elevator and were heading my way. I can't exactly crawl up the wall and hide on the ceiling like you, so I improvised._

A sudden ruckus sounded on the other end, and he heard Natasha gasp. Gunfire exploded dully, and Peter's heart jumped into his throat.

"Romanoff? Agent Romanoff, are you okay? Answer me! Natasha?"

The earpiece was silent.

Peter's hand dropped to his side, and he puffed out his cheeks. He had to find his way back, _fast. _With a groan, he pushed himself off the wall and landed against the ground, sharp pains shooting up his leg and rippling from his abdomen. He rose from his crouch into a standing position, clutching the area below his ribcage, lights flashing all around him. Peter hoped this was the right direction.

A crash sounded from behind him, and he spun around to see a couple of the scientists worming their way out of the door's now shattered window, screaming as spiders crawled all over their bodies. Peter fired webbing from his wrists at their faces, causing their yells to become muffled. They fell backwards, pulling at thick webbing uselessly, and Peter panted quietly. He didn't have time for this. His teammate was in trouble.

_BAM. _Peter's spidey sense erupted in his brain just as the gunshot rang out from behind him. He tried to sidestep as usual, but his injured leg was stiff and he hesitated for only just a moment. That was enough, however, and he felt something strike hard against his left shoulder. He jumped in surprise and stuck to the wall, shivering and curling his fingers against its surface in fury. Behind him stood an army of darkly-dressed men all pointing strange-looking guns at Spider-Man's red and blue form, and he cursed under his breath. He'd just about had enough with people pumping him full of lead for one day, although he was surprised at how well he was holding up with now _three _bullet wounds through his skinny body. Peter reached back to rub at his aching shoulder, expecting to touch something warm and wet, only to feel his hand caress a small object. It was wedged deep into his skin. Fear pooled in his stomach, and he coiled his fingers around its small form, then wrenched it out, grimacing. He held it out in front of his face, rolling it in his palm, and felt his spirits plummet. In his hand was something much worse than a bullet. It was a long, thin dart with a feathered end and a sharp, needled tip with a small insignia etched into the silver barrel. _Oscorp Industries, _it read, and terror flooded over Peter's being.

"That's a tranquilizer dart," the man in the front of the armed crowd informed him joyfully. "A very strong one, at that." He smirked, tapping his thumb against the grip of his gun. "It's potency is capable of knocking out six regular people in a matter of minutes. Oscorp had your abilities in mind when they designed them for us. I'm not sure exactly how long it will take for the sedatives to take full effect on you, but we can wait. You don't look like you're in much condition to resist us."

Peter's muscles coiled against the wall, the expression on his face beneath his mask evoking a deep fear. He couldn't let these people capture him. He couldn't allow it to happen. Not just for his own sake, seeing that he most definitely did not want to be taken apart and studied like a dissected pig, but for the sake of everyone he'd be placing at risk because of it. If he didn't get to Natasha and the two of them didn't escape with the secret file, they will have failed everyone. And if these mad scientists did get ahold of him and somehow found a way to use his powers for their devilish schemes, he'd be putting the entire world in danger. This sensation felt all too familiar, except this time it was so much worse. Peter stared down the hallway at all the intense faces glaring up at him, waiting for him to make a move, and he swallowed frustratedly. He had landed himself in the pit of hell.

Peter hadn't even fully comprehended the thought before his body made the move. He aimed his wrist at the ceiling, fired off a web that stuck to the bulb glowing across its surface, and and double tapped his fingers against the top of his palm. Electricity coursed down the webbing and into the light fixture, and with a sharp 'pop' the lights across the entire hallway brightened brilliantly before exploding and going out, leaving everyone cloaked in darkness. Yells of surprise and fear cried out from below him, and Peter shot a web out in front of himself, blind and disoriented. Like a wild monkey swinging through the trees, Spider-Man brachiated down the hallway, alternating between his left web-shooter and right one as he flew above the hollering people, who began firing their weapons spastically. He zipped forwards for a long ways, never looking back, having nothing to look back at except blackness, until he felt himself slam roughly into a door. His aching body collapsed to the floor with a grunt, and he sat up quickly, reaching out in front of himself. He groped around the closed doorway blindly, his heart beating violently in his ears, until his fingers bumped into a small, familiar box. Praying that he was correct, Spider-Man reached into his spidey boot and slipped out the keycard he'd stolen. He grappled at the box until he touched what felt like a flat screen, then held the card up in front of it, waiting. For a moment, nothing happened, and he wanted to scream. Then, to his unbelievable relief, the door buzzed and a green light illuminated in the darkness. Peter shoved through the doors, bright light pouring into the dark hallway, and slammed them behind himself. He webbed them shut, twisted the doorhandles together with his immense strength, then took off down the hall.

The first sign that something was wrong inside him began to make an appearance. The room felt like it was swaying underneath him, and he stumbled on his own feet, nearly tripping. His body felt like it was slowing down, and he leaned against the wall, moaning. _Not now, _he begged, clutching his head in his palm. _Not yet! _

After slapping himself in the face a few times to somewhat awaken his fading senses, he pushed on until he came across the archive room, the door completely blown to bits. Smoke curled up from where the rocket launcher had crashed, and small flames still danced across the staircase. Peter chuckled slightly, still unable to believe that Agent Romanoff had done something so reckless and stupid but at the same time _awesome. _He wondered what Nick Fury and Phil Coulson and the rest of them were thinking about all this just about now, when a chilling scream jarred him back into reality. Spider-Man shook his head and ran off to where the voice had come from, his arms pumping at his sides.

_"__Natasha!" _he yelled back, sprinting down the hallway. He sped past a room, then slammed on his breaks and whirled back around, slowly peeking back inside. What he saw made his heart sink into his stomach, and anger boiled inside of him.

An army of S.H.I.E.L.D. agents stood inside the lounge, each armed with large guns and bulletproof vests. Many of them were sprawled pitifully across the floor and being attended to by others, while the rest stood around a furious woman, four of which had seized her and were wrestling something out of her hand. Natasha Romanoff thrashed about, gritting her teeth, until finally one of them ripped what appeared to be a small USB port from her gloved fingers. One of her captors whipped a gun out his belt and placed it against her head, and Peter sprinted into the room.

_"__Let her go!" _he cried, causing everyone to freeze. After a moment's hesitation and a heavy intensity had settled over the atmosphere, everyone slowly looked over at the infamous masked vigilante standing before them in the doorway. His fists balled at his sides, and his breathing was harsh and ragged. All the eyes in the room grew wide, and in a flash over twenty pistols, shotguns, and heavy-duty rifles were aimed at his thin frame. Peter just sat there, sweat slithering down his face beneath his red mask. He inhaled a shaky breath.

"Let. Her._ Go," _he repeated, taking a threatening step forward. A pregnant pause hung over the room, until finally being interrupted by the man who was pressing the gun against Natasha's temple bursting out into wheezy laughter.

"Well, look who finally decided to pay us a visit! _Spider-Man. _We've been expecting you for quite a while now."

A few others chuckled at his words, their guns trained intently on the hero dressed in red and blue spandex before them. One of them flicked a switch, which caused the blaring alarm to finally shut off. Peter shifted forward slowly, watching their fingers press against the triggers in anticipation.

"By all means, keep walking forward," the S.H.I.E.L.D. agent insisted, slipping a knife from his pocket. "I'll slit her throat if you come an inch closer. She's no loss to us." He laid the blade against her neck, digging its edge into her skin and causing her to hiss. Peter froze in place, feeling helpless.

"What do you want?" He asked him with a spiteful tone to his words. "You got the file back. We'll leave if you just let us go."

"What do you think I want?" The man retorted, taking the knife away from her throat. "What's the one thing S.H.I.E.L.D. and Oscorp have been trying to get their hands on ever since this whole thing started?"

Peter bit back his rage, his fists shaking at his sides. "I can't. I won't let you."

The man grinned simply. "What if I proposed a trade?" He ran the knife against Natasha's chin, making her brow furrow deeply, and he swore she almost tried to bite him. "I'll let the lovely lady lady here go free, and in exchange, _you _stay here."

Before he even had time to think about it, Agent Romanoff spoke up.

"Don't, Spidey. _Don't._ You won't be helping anyone if you let me go and they still have you here."

The S.H.I.E.L.D. agent slapped Romanoff across the face, causing her to gasp in rage. "Keep out of this, _Black Widow_. The men are talking." He turned back to Peter, smirking. "How about this, just to even out the bargain," he added, and held up the device he'd taken from Natasha in his hand. "I'll let her keep the file with her when she leaves, as long as you stay here. Does that seem fair?"

Peter stared at the small port between his fingers, which he waved around tauntingly. His vision suddenly began to fade in and out of focus again, and he knew he was running out of time. The only good thing was that _they_ didn't know that. He looked over at Natasha's trapped form to see that her eyes had taken on a strange intensity. He could tell she was trying to tell him something. She slowly shook her head back and forth, begging him not to take the gamble, and frustration welled inside Peter's heart. Taking a steadying breath, he glared back at the man with the small mechanism in his hand, and unclenched his fists.

"I've got an idea," Peter said cheerfully. "How about you give me that file _and_ Natasha back, and in exchange I won't whoop anymore S.H.I.E.L.D. agent ass."

The man laughed out loud at that. "You're a terrible negotiator, Spider-Man. _Look at you._ You're dripping blood on to the floor as we speak and swaying like you're about to pass out. What could you possibly do to any of my men?"

Peter looked thoughtful for a moment, wondering how he should answer. Then, in the spur of the moment, a really stupid idea came to his mind. He knew it was crazy, and that it probably would not work at all, but his head was too fuzzy to think of anything else. Out of time and out of options, Spider-Man grinned under his mask and placed his hands on his hips, trying to look confident.

"I can call the spiders."

The room was silent for a moment at his words. He could see a few people's eyes narrow suspiciously, while others' remained stone cold. But the idiot holding the gun against Natasha's head simply laughed yet again, grasping his chest.

"Call the spiders? What, you mean you can actually sic a bunch of _bugs_ on us? Do you really think that scares me?"

Peter smiled, nodding. "Yeah, I think it does. So if you don't let us go peacefully, I'm going to call all my little spider friends in here and have them inject you all with venom and suck the juice from your dead bodies, just like they did to all the scientists in the lab back there. Doesn't that sound fun?"

Some of the people pointing their guns at Spider-Man took a few steps back, sweating profusely, their faces going white.

"Sir…I don't if…" one of them tried to say, but Peter kept right on talking.

"In fact, I'm getting pretty hungry myself," he whined, patting his tummy. "I snacked on a few of the guys who thought it'd be a good idea to shoot me up a bit before I got here, but there weren't much organs left for me to slurp down my throat since my spider friends had gotten to them first. I could use a few more juicy morsels to help me get my strength back." Peter cocked his head to one side, laughter in his voice. "So, what do yah say? I'm getting impatient here, and so are my brethren."

Now, a few of the agents had their guns dropped at their sides and were backing up quickly, some even pressing up against the wall.

"I hate spiders," one of them whispered, his face as pale as a ghost. "I _hate_ them. Please, sir. Just let them go."

"You _eat _people?" another gasped, looking as if he was about to puke. He threw his gun to the floor and held his hands up in the air in surrender. "Oh hell, screw this."

The main S.H.I.E.L.D. agent's face twisted with rage, and he gritted his teeth together. "It's just a trick! Don't be such spineless cowards! Back into formation!" Peter could see Natasha fighting to keep herself from laughing out loud, and he couldn't blame her. He hadn't had a clue how much he scared these people. Maybe S.H.I.E.L.D. had described him as some sort of rampaging half-man, half-spider monster in order to convince the staff that capturing Spider-Man and dissecting him was a justified thing to do. The man whirled back on Peter, sweat pouring down his face. "Go on, then! Prove it! Call your little spider friends here! I won't believe it unless I see it."

"Please don't," a female agent begged, hugging herself and shivering. But Peter shrugged his shoulders and crossed his arms adamantly, trying to look calm even though he was freaking out on the inside. Moment of truth.

"Alright, if you insist," Peter stated casually. He closed his eyes, and tried as hard as he could to _focus. _His mind clawed through the halls of the Helicarrier, twisting and turning, until he could hear the tiny voices of the spiders coming from every which way. They had spread out across the airship after he'd set many of them free in his little tantrum in the science lab, and he could hear their skittering footsteps all around him. He furrowed his brow, trying to concentrate.

_Hey, little spiders? _Peter thought hard in his mind. _Think you could help a fellow arachnid out and come to where I am?_

There was silence in the empty space in his mind for a while, and he waited, growing desperate. Having his eyes closed was not helping him in his fight to stay awake, and he suddenly began to feel very sleepy. He battled against it, realizing that his body was starting to shut down, until finally a voice spoke in his head.

_Kill… _he suddenly heard, which made him shudder, but he kept his cool.

_There are lots of big, tasty humans here, _Peter informed the arachnid voice persuasively, inwardly praying that they wouldn't actually be able to kill anyone. _If you come down here, all of you, you'll be in for the meal of your lives. And you can take revenge on them for experimenting on you or whatever._

"See? I told you!" the S.H.I.E.L.D. agent's taunting voice suddenly yelled out, jarring Peter out of his concentration. "He can't summon spiders! He's just trying to buy himself some time to think of a real plan!" He leered over at the agents behind him, who suddenly looked less terrified. "You three - grab him!"

Startled, Spider-Man tried to take a step back as the S.H.I.E.L.D. agents approached him, but his legs suddenly gave out from underneath him. He collapsed to the floor, his vision swimming and his mind growing hazy, only vaguely aware of the people jumping on top of him and holding him down against the ground. He blinked his eyes rapidly as his vision began to tunnel, and after a few moments of pathetic struggling, he went limp in defeat.

"Spider-Man!" Natasha cried out, only to be interrupted by a wheezy cackle.

"You should've taken my deal when you had the chance," the S.H.I.E.L.D. agent laughed, pressing the gun hard into Natasha's scalp. "Now, you two have lost _everything._ Nick Fury sent you, right? So he's gotten Spider-Man to join his little entourage, too. The traitor." He grinned demonically, his closed teeth inches from her face. "I can't wait to see the look on his face whenever he finds out what a miserable failure you two were, and I think it'll be best sent by mailing him a box with your pretty little head inside."

Natasha breathed heavily as the barrel dug into her skull, wondering how she could possibly make it out of this alive, when something on the ceiling suddenly caught her attention. Her eyes went wide, and her lips parted slightly. The S.H.I.E.L.D. agent narrowed his eyebrows as he stared at her face, then followed her gaze upwards. Swinging down on a single strand of silk was one lonely itsy bitsy spider, its tiny legs squirming as it drifted slowly down. Natasha watched as the color in everyone's faces began to drain away, and the spider landed delicately on her captor's shoulder, skittering towards his neck. Frantically he batted it away with his hand, causing it to fly across the room and scrunch up against the floor, twitching. He brushed at his chest, trying to compose himself, then forced a nervous laugh.

"Just one little spider? That's it? What a joke! Nothing like the army of spiders that he…he said…"

The smugness in voice suddenly faded, and his cheerful expression fell. All the wide eyes in the room slowly stared up at the air duct up on the ceiling. Out of the horizontal grates and between the slits, in poured a swarm of black specks that began to flood the entirety of the ceiling like a dark cloud of smoke. Screams of horror ripped through the air, and people began to make a mad dash for the door to escape the arachnid hell, only to freeze in terror as millions more began to crawl in though the doorway across the floor and along the walls. The agents holding Spider-Man down cried out in fear and scrambled away from his body, and he let out a moan. The spiders swarming into the room skittered right around his thin frame as he tried to make himself get up, but even his advanced metabolism and durability couldn't combat the powerful sedative enough to keep himself conscious for much longer. He blinked in a daze as he watched a sea of dots flow around him, appearing to have no interest in his spidery-smelling flesh.

Natasha felt the people gripping her body loosen their hold on her, and she swung her head back, hitting one of them in the nose. She then whipped her leg around kicked the other in the face, then ripped the gun out of the senior agent's fingers and shot him in the foot. The man cried out in agony and collapsed to the floor. Everyone was now huddled in the center of the room, screeching in horror as they were surrounded by the advancing spiders. They began to drop from the ceiling and land on their trembling bodies, causing them to slap them away in spastic fear and flail their arms around, screaming that they were being eaten alive. Black Widow shoved the rest of her captors off and sprinted across the room. With a running start, she leapt across the carpet of spiders and landed over Spider-Man's thin form, standing in the safe bubble that appeared to encircle his body. She bent down and hoisted him to his feet by his armpits, staying close beside him as the arachnids skittered close to her heels. Peter's eyes fluttered open by the sudden movement, and he groaned.

"I need you to walk," Natasha told him firmly, watching in disgusted horror as the spiders began to swarm over the thrashing agents' bodies, causing them all to scream in absolute terror. She slipped Peter's arm over her shoulder, and with sluggish movements, he began to drag his feet forward, and together they slowly started to make their way through the pulsating sea of death. They limped out the doors and down the hall, the shrieking behind them reaching a fever pitch. Pretty soon, they'd reached end of the blanket of spiders skittering across the floor, and Natasha gave Peter a little more space to walk, finally allowing herself to breath. In the dim light of the hall, she found a door and scanned Peter's keycard, and they slipped inside. When the doors shut behind them, the screams of the terrified S.H.I.E.L.D. agents became silent, and an eeriness settled over the world.

"Come on, we're almost there," she whispered to a terribly drowsy Peter Parker, who nodded slowly and continued to slide his feet forward. Before them was staircase, which they carefully made their way down.

Once they'd made it to the next hallway, Something buzzed in Natasha's ear, and she pressed hard against her earpiece.

_Nata…you okay? _Coulson's scratchy voice spoke into her ear, until finally clearing up. _Hello? Natasha! Peter! What's happening?_

"Phil!" she cried in relief, shifting Peter's limp form more comfortably around her shoulders. "It's Natasha! We're decent enough, but we have to find a way to get off the Helicarrier. Spidey's been shot a few times, and he's barely able to walk. He's lost a lot of blood."

Peter stirred at the mention of his name, and glanced up at Natasha. "Tranqui…lizer…" he mumbled, not wanting them to think he couldn't take a few hits, but she ignored him.

"Can you see our location? How do we get out of here?"

_Our damn connection between you has been offline practically this whole time, but we're getting a faint reading now. _There was a pause on the other end. _The main deck is straight ahead of you, but there are a lot of people on it now. I can try to land the aircraft on the platform long enough for you two to jump in, but that sounds somewhat risky. _

Natasha nodded, swallowing. "That'll have to do. Peter's about to pass out." She gave Spider-Man's face a few gentle slaps, and his eyelids slitted slightly beneath his mask. "We're almost out of here, just hang on a bit longer."

Peter was basically just deadweight hanging over her shoulders, but he managed to nod his head again. She smiled, then began dragging the limp hero down the hall until they burst out on to the deck, slipping against the wall. People were scattered across the wide, flat surface before them, armed to the tooth and traipsing around nervously. The whole ship was on high alert now. The wind roared in their ears. Natasha breathed slowly, pressing against her earpiece. "There's too many of them. You'll be shot down before we can get on."

_Can you get to your parachutes? _he asked her, and she glanced over to where they had concealed them behind the jet's wheel.

"Maybe. We're going to have to make a run for it, though."

_I'll be there to pick you up after you hit the water in Fury's aircraft, _Coulson assured her. _Be careful, Romanoff. _

Natasha silently nodded her head, then looked over at Peter lying against the wall. He had no idea how he'd been able to suppress the effects of the sedatives for so long, but he could barely fight against the lull of sleep that wanted so desperately to claim him any longer. Natasha crept over to him and grabbed his face in her hands, giving his head a firm shake.

"Don't black out on me now," she warned him, and forced him to rise to his feet yet again. He moaned begrudgingly, wanting nothing more than just to rest. "We aren't finished until we're home. You can hold out until then." Natasha slung his arm over her shoulder again, then stared across the way where their parachutes lied. Sucking in a few calming breaths, she bent her knees, shifted her weight between her two feet, then took off out into the open deck, flying across its flat surface with a sleepy teenager in spandex hanging off of her. She slid across the groung and under the jet, grabbing one the parachutes and dropping Peter gently to the ground. Drawing a knife from her utility belt, she began sawing away at the tangled cords. As she finally managed to rip the parachute from off the bag, she heard someone yell to her right. She whirled around to see a couple of men pointing at her from afar, and after a few more moments, they began sprinting towards them, sounding the alarm. Natasha cursed, slipping her arms through the loops and whipping it on to her back.

"Guess one parachute will have to do," she murmured, securing the clip around her waist before reaching down and scooping a limp Peter Parker off of the ground. Wrapping her arms around his torso tightly, feeling his blood soak against her skin, she began sprinting down the runway towards the end of the deck, which dropped off into the dark ocean below. Bullets whizzed past her body, ruffling her dark red hair, and with a yell she flung herself off the edge, feeling the wind whip past her face. Peter's eyes fluttered open at the sudden falling sensation, but he slipped them back shut in a matter of moments. Natasha yanked on the reserve parachute deployment handle, causing a bright red chute to pop out of her back, the whiplash nearly ripping Peter's body right out of her hands. She clutched him tightly, digging her fingers deep into his flesh. They began drifting slowly downwards, and she sighed heavily, the dark blue abyss beneath them almost seeming beckoning compared to the hellish Helicarrier above. Hopefully the parachute was gaudy enough to be seen through the blackness of night, and Fury would be able to locate them in a jiffy.

Gunfire suddenly began popping from above their heads. A bullet whizzed past her foot, then another right behind her head. She glanced up fearfully, wondering if these idiots would ever quit, when a hole suddenly tore through the billowing parachute. Natasha gasped, watching as a second tear ripped across the red surface, this one longer and deeper. Their plummet began to accelerate, and she started to shake Peter violently, growing desperate.

"Peter! Spider-Man! Wake up, _now!"_

Another bullet zipped through the thin material, causing a hole to yawn outwards from the entry sight. The torn nylon began to flap uselessly in the wind, and soon they would be free falling to their imminent watery doom. Natasha reached down and pinched the skin of his arm as hard as she could, and she felt him stir in surprise. His lazy eyes barely opened to take in what was happening around him. In an instant, panic seized his muscles as the chopping ocean waves below became apparent to him as they approached rapidly. Reacting purely on the instinct, Peter pointed his wrist back over his shoulder and pressed down against his palm as hard as he could. A single strand of webbing fired from his web-shooter and flew off into the darkness of the night, the sound of the speeding webbing piercing through the wind like a bullet fading quickly. Peter coiled his fingers around Natasha's harness and continued to feed the webbing from his wrist, bracing himself as best as he could for the forthcoming impact. The seconds passing felt like decades.

Finally, the webbing met the bottom of the Helicarrier, splattering against its surface just as the parachute completely collapsed in on itself. The incredibly long strand suddenly went taut. Peter's wrist was wrenched upwards violently, and he felt his shoulder snap out of socket. He whipped around in a quick turn, still clutching on to Natasha, and stopped suddenly in the air with her body dangling underneath his own, his fingers barely managing to maintain their grip on her harness. For a long, terrible moment, it felt as if his body was being stretched beyond its limits, until finally the webbing went lax, causing them to spring upwards slightly before their movement settled, hanging above the dark waters and swaying gently back and forth. Natasha was breathing raggedly, her eyes wide in awed disbelief as she stared up at Spider-Man with her limbs and destroyed parachute dangling limply beneath her. Every part of Peter's body was screaming in agony, and he knew that he could no longer subdue the darkness invading his eyes. The webbing began to slip from between his weak fingers, and he looked down at Agent Romanoff helplessly.

"Natasha…" he tried to warn her, watching the swirling ocean tunnel around him. He blinked his heavy eyes rapidly, but the sleepiness would not fade this time. His muscles felt like noodles, and his mind was exhausted from combating the sedatives for so long. To his surprise, however, Natasha smiled up at him, grabbing on to his arm.

"Spidey," she laughed, holding on to his limb tightly, "you can let go now."

Peter didn't need to be told twice. He allowed the webbing to slide through his fingers, and for a scary moment, the two of them free-fell through the dark sky. Then, they finally hit the water, and the icy slap of the chilly liquid stung against Peter's injured leg and abdomen. Natasha dropped deep into the water before swimming upwards quickly, gasping as her face broke through the surface. She grabbed on to Spider-Man's sinking form and hoisted his head out of the water, pulling his mask off of his face as he coughed and sputtered, struggling for air.

"Are you okay?" Natasha asked his fearfully, hugging the injured boy against her body as they floated atop the dark, lapping waves. Peter's eyes fought to stay open, the fluid movement lulling him to sleep. He nodded slowly, his skin growing cold immersed in the frigid waters.

"Oh, thank God," she sighed, almost giggling. A pink light then began to peak over the far-off watery horizon, turning the ocean a blood red color. It was sunrise. "Damn, I can't believe we're actually alive. After all that."

"We didn't…get the…file…though," Peter added weakly, the back of his head lying against her shoulder. She patted his wet hair with her hand, grinning.

"That's what you think, Spidey," she laughed, a mischievous tinge to her voice. The sound of air being chopped loudly suddenly met Peter's ears, and after a terrifying moment, a bizarre-looking plane descended upon them from the above, two gigantic rotors on either of its wings allowing it to move like a helicopter. The aircraft hovered above them, blasting their faces with wind that chilled Peter to the bone. The belly of the plane suddenly dropped open, and agent Coulson carefully shifted into their sight, a rope in his hand with a buoy attached to the end of it. He spun it above his head like a lasso for a moment before flinging it out to the two Avengers bobbing gently in the waves, and Natasha hooked her arm into it, the other clutching Peter around the waist. Phil pulled them in with all his might, lifting them out of the water like fish on a line until Romanoff was able to climb up on to the ledge, panting heavily and completely soaked. She rolled Spider-Man on to the flat surface and dragged herself the rest of the way up, sitting back on the ground, laughing quietly. The ledge slowly lifted back inside of the plane, and the two dripping, exhausted Avengers lied across the floor, their breaths ragged but full of relief. The aircraft whirred to life, then lifted away from the ocean's surface and took off through the air, zipping away from the Helicarrier with fantastic speed.

"Holy crap, Peter," Agent Coulson grimaced, noticing the bullet wounds in his midriff and leg. "What the hell happened in there?"

"A lot of things," Natasha huffed, wringing out her red hair on to the floor.

He crouched down beside him, pulling his soaked mask the rest of the way off his head and lying it across the floor. "Is he…alright?"

"He's been like this for a while now," Natasha said with concern in his voice. "I don't know if it's from blood loss, or shock, or…"

"Tranqui…lizer…" Peter moaned suddenly, not opening his eyes. "Shot…me…"

Natasha blinked in surprise. "You've been sedated this whole time?"

Peter nodded in response, taking a moment before speaking again. "You got…file?"

She smiled, slipping her gloves off. "Yes, I did. It wasn't all a total loss after all."

Peter grinned weakly, swallowing. "Guess I…lost then."

Natasha looked confused for a moment, running her fingers through her curly locks. Then she remembered their bet at the beginning of the mission, and laughed. "I guess so. I'll come up with something for you to do for me later, then." She scooted up beside him and laid her hand over his eyes, which caused his mind to begin slipping off into dreamland. "For now, just go to sleep. Watching you trying so hard to keep yourself awake is making _me_ tired."

The words were sweet to his strained body and exhausted mind, and in a matter of moments, the sedatives finally took hold over his will, and Peter drifted peacefully into a deep sleep. She took her fingers off his eyes, watching his chest rise and fall slowly, and quietly rose to his feet, placing her hands on her hips.

"Damn, what a trooper," she whispered, her eyes tracing across the dark blotches on his stomach and shin. "Even when he was peppered with bullet holes and all drugged up, he still saved both of us from dying. _Twice."_

"He's tougher than he looks," Agent Coulson agreed, crossing his arms. "I hope he heals up quick, though. We need him for phase two of our whole 'save the world' plan after we look over that file."

Natasha glanced over at him, surprised. "Already? What's phase two?"

Phil Coulson grinned, crossing his arms. "Invading Oscorp Industries."

_**Sounds fun, although Pete needs a nap. I hope none of u get mad at me for the spider talking/swarming part...although I'm sure many will be like "That never happened in the comics noob rage," because honestly I don't know if it did, I haven't read the comics. I read it on the Spider-Man wiki page and thought it was awesome, so there. Writing the whole part with him trying to stay awake was really easy, cuz basically that's me in school haha. Guuuuyyss I got something really sad to say though. TBH, during the school year, I'm probably not going to update as often as I have been over the summer. It pains me so, but it is true :,( I'm just going to be too busy. I promise promise promise that I will do my best to crank them out, but I really don't know when this story is going to be finished. I have an idea for how I'll end it, I just don't know how soon lol. I will finish it though. I don't want to disappoint with the ending, so I'll make sure it's good. No worries. Although any suggestions or comments you have would be very helpful. :) Until I write the next chapter, cuz I literally just finished this one right now. At exactly 12. Cool. Love ya'll. **_


	18. Chapter 18

**_Disclaimer: I hate school and not owning anything_**

**_Hey guysss. Ugh, school. SCHOOL. WHY. It hurts me so much having to actually do my homework instead of writing my story. Waaah. But anyway, I was able to make this chapter in tiny snippets each night after I was done with school crap. I'm going to warn you right now, after rereading it, it's pretty disorganized and frankly it feels super freakin rushed. But basically, that's me right now, so yeah, sorry lol. But GUYS. OMG. I DID THE THING. Yeah, that's right. THE THING. As you near the end, you're going to think I'm talking about one thing, but then you'll be like OOH THAT THING. Some of you are going to love the thing (one person in particular I know fo sho), some of you are going to absolutely hate the thing. But it's too late, because the thing is here. Idk how long it'll stick around, but at least into the next chapter obviously. Just read. :) _**

_Chapter 18_

"You…_ate_ it?"

Peter Parker lied on the couch beside Natasha Romanoff in the basement of Avengers Tower, gawking despite the lethargic haze that still hung over him after having only recently awoken from his sedated sleep, and she laughed quietly.

"I just swallowed the port down so those S.H.I.E.L.D. goonies wouldn't find it on me, then regurgitated it back up after we got on Fury's aircraft. It's not an uncommon thing amongst spies, surprisingly."

Peter shook his head back and forth, sticking out his tongue. "And there you were…accusing_ me_ of being disgusting."

Natasha scoffed. "I'm not the one commanded millions of spiders to eat a bunch of people."

Tony Stark glanced up with alarm from where he was sitting on a chair beside them, looking disturbed.

"Wait, _what?" _he practically choked, his face looking pale. "He did _what_ now?"

Peter looked incredibly troubled. "It didn't actually…_kill_ them…did it?"

Natasha shivered. "It sure looked and sounded like it. They swarmed all over those agents as they were screaming bloody murder."

A sickening coldness churned in Peter's stomach at the thought of that. Dozens of people may have been brutally murdered because of his doing. After having just lectured Black Widow on not killing people, there he'd gone and turned right around, unleashing an army of spiders to literally suck the life from his enemies. A terrible feeling of guilt overwhelmed him, and he laid his hand over his eyes, sighing. "I didn't mean to. I was just trying to…I don't know. I didn't actually think that - "

"I know, Spidey," Natasha interrupted him, a serious look in her eyes. "I know you didn't want to hurt anyone, you being mister goody two-webs and all." She grinned. "You did it to save us both, even if it was in a rather freaky manner. Those S.H.I.E.L.D. morons would have killed me if you hadn't done it, so I guess I owe you my life." Natasha frowned irritably after saying that. "Ugh, I_ hate _owing people. Especially brats who run around in their pajamas."

Peter forced a smile, although nothing she'd said had made him feel any better. What he'd done to those people was disgusting and cruel, and the idea that he wielded that kind of power terrified him. He inwardly swore that he would never do anything like that ever again unless people's lives depended on it, although he doubted that the enormous plethora of spiders he'd had available at his disposal while on the Helicarrier would be accessible like that anywhere else.

"You can command spiders to _eat_ people?" Tony Stark said with horror in his voice. "Since when in the hell have you been able to do that?"

Peter glanced over at Stark's pale face. "Since yesterday. I guess you were right about that whole 'spidey puberty' thing, because I sorta developed another power." He turned his head so he was facing the ceiling, thinking back to the events of that night. "I just heard a creepy voice while sneaking inside an air duct, and it turned out to be a spider. So later when we were in a pickle with Natasha held hostage with a gun to her head and me about to pass out, I just tried in my head to communicate with all the ones that had escaped in the lab, told them to come to me and attack the S.H.I.E.L.D. agents just to see what would happen, and it actually worked. I was really just trying to scare the people into letting us go, but it got kinda out of hand…"

Tony felt a chill crawl up his spine, and he trembled. "Geez, yah _think?_ For real, Spidey. You've officially upgraded to an entirely new level of _freakishly terrifying."_

"Give the guy a break," Steve chimed in, although he, too, appeared slightly unsettled. "He can't help what kinds of new powers he develops. As long as he's using them to help and protect people like Natasha and the rest of the world's population from those who are trying to hurt them, we shouldn't be criticizing him.

"But we also have to make sure he can control it," Nick Fury insisted, giving Peter a steady glare. "You're saying you couldn't stop the spiders from attacking these people?"

"He was hardly awake whenever it was going on," Natasha told him. "He told Coulson and I that he'd been shot with a tranquilizer dart. He was barely conscious whenever I dragged him out of there."

Peter nodded. "Apparently Oscorp has been supplying S.H.I.E.L.D. with weapons to be better equipped to catch me, since they know that the Avengers aren't going to do it for them." The idea made him shudder, thinking of whatever other sinister toys they might be developing.

Nick Fury furrowed his eyebrows. "Well, just be careful. Don't need you summoning a army of spiders to come eat everyone in your sleep or something."

Peter nodded earnestly. Despite what had happened back on the Helicarrier, he was pretty sure he could control whether or not he wanted the spiders to talk to him telepathically and vice a versa. When he had fallen into the lab with all the tortured arachnids strewn around him, it was rather easy for him to block their little voices out, like he was turning the connection between himself and them off in his mind. This gave him partial relief over the fact that he could now speak to eight-legged beady-eyed venomous creatures, because if he had the voices of every single spider he passed by whispering disquietingly in his head, he was pretty sure he'd lose his sanity.

Bruce Banner then walked up beside Peter without a word, prodding his shoulder suddenly, which caused him to cringe.

"Yep, it's definitely dislocated," he concluded, sighing exasperatedly. "How do you always end up doing this kind of stuff to yourself? You're one lucky little kid, having that healing factor, or you'd be miserable. Probably would've bled out from those bullet wounds."

Peter rolled up the fabric of his red and blue spandex suit and glanced down to where he'd been shot late last night and found only a small dot on the front and back of his abdomen where the bullet had zipped clean through him. He now only felt a sharp ache whenever he turned his torso about, as well as with his leg, but both were fading fast. His healing abilities had definitely began to accelerate since his freak out on Scorpion's venom. Then something strange suddenly occurred to him, and he looked back over at Natasha.

"Wait," he began, narrowing his eyebrows, "if you swallowed the file, then…what did those guys take from you after you'd been captured?"

"A virus," Nick Fury answered for her, his arms crossed. "I gave it to her as a decoy to use in case she was caught. That way, if they try to re-install the file into their system, S.H.I.E.L.D.'s entire database will be clogged up for a while until they can figure out how to destroy it."

Peter was impressed by their precision and prior plan, and nodded curtly. "Cool."

"Alright, enough gabbing," Banner interrupted, and grabbed Peter by the arm. "Steve, could you hold him down while I pop this back into place?"

Steve Rogers nodded uneasily, knowing well that shifting a relocating a shoulder was no fun at all. He walked over to where Peter lied on the couch and pushed his body down against the cushions, making him wince.

"Just relax," Banner instructed him as he stretched out his arm. "The looser your muscles are, the less this will hurt."

Peter nodded as he bit his lip, trying to release the tension from his rigid body. Bruce then began to pull his arm with all his strength, causing Peter to gasp in agony, until a disgusting "pop" resonated from inside himself and he felt his shoulder relocate back into its proper place. The sharp pain dissipated, the hands that held him down released him, and he sighed slowly with relief.

"You good?" Steve asked him, watching Peter rub at his shoulder tentatively.

"Yeah, I'm fine," he assured him with a nod, glad he could move his arm again. As he sat up, his head still a bit dizzy from the sedatives, Nick Fury marched up to one of Tony Stark's many computers and plugged the device that Natasha had apparently vomited up for him into it, clicking on the icon that popped up on the screen to unveil its contents.

"Now that that's over with, let's have a look at everything S.H.I.E.L.D. and Oscorp have been hiding from us."

….

Fury's suspicions had been confirmed, as well as Peter's. Oscorp was where all the real dirty work was being conducted, since S.H.I.E.L.D. had always been known for having better investor confidence than them and wanted to keep it that way, especially since the whole Curt Conners Lizard incident. Plus, Oscorp had all the high-paid scientists and high-class equipment to carry out their hellish experimentations with, so it wasn't a surprise that they were the true culprits to blame. It was also validated that Oscorp was getting all their test subjects from the prisons and from people living off the street who were searching for jobs, which gave everyone chills. Apparently, there was a web of science labs underneath the main Oscorp building where this was all being done right under everyone's noses. How original.

"There are hundreds of these chimera hybrids on here," Tony exclaimed with abhorrence, flipping through just a few of the seemingly endless data entries on the file that displayed all sorts of horrendous beasts. "Were these things really once humans?"

Steve shook his head slowly, looking anxious. "If any those things got into the city…"

Nick Fury then walked before his team, his expression evoking an icy seriousness.

"This all has to be stopped_ immediately. _If any of these monstrosities they've created are like the Lizard, we know how dangerous just one of them could be." His single eye glanced to the left. "Stark, Rogers. I need you two to get inside these secret underground labs and destroy everything there that has to do with this 'Project Chimera.' You hear me?_ Everything."_

Steve nodded knowingly, sliding his hands into leather gloves as he turned around, and Tony stroked at his facial hair before giving him a slow bob of his head, glancing down at his feet. Fury whipped back to face Peter as he stood up from the couch, wobbling slightly.

"And you, Spider-Man," the one eyed-man addressed him, causing him to glance up into his cold gaze. "There's something else that needs to be done that I believe only you can accomplish."

Peter grinned nervously, clueless as to what he meant by that. "Sure, what do yah need?"

Fury set his jaw tightly. "The people who have become victims to these vicious schemes. The test subjects who have yet to be experimented who I assume are being held as prisoners beneath Oscorp. They need to be rescued. And I feel with all of this being started by S.H.I.E.L.D., the captives will have little trust or confidence in anyone who is affiliated with them, including the Avengers." He blinked slowly. "But the people here see you as something different, as a sort of soloist hero that New York can trust. So I feel that you would be best suited for the job of breaking inside Oscorp and freeing them." Nick Fury folded his hands together. "Once all three of you sneak into the underground laborites, Steve and Stark will do their part while you break off and do yours. Hence the word _sneak, _everyone." That last part he practically growled, shooting Natasha and Peter a harsh look, making Peter shrink and Natasha smile sheepishly. "Only after you get inside undetected will you commence with your individual missions. We've got to act quickly, though. I doubt S.H.I.E.L.D. is very pleased with our little barge into their airship last night, so I have a feeling they might be paying us a visit sometime soon, with much more men and arms than you all have seen in the past couple weeks. The rest of us will probably need to move to a new location, seeing as this one might be overrun in the next few hours or so, and since all of our communication devices are S.H.I.E.L.D. tech, I'll have to go buy us some crappy ones to use from here on out." With a slow and icy sweep of his gaze, Nick Fury's eye traced over all of the Avengers in the room, the weight of what needed to be accomplished hanging heavily over the atmosphere. "I want all of this to be over with by tonight."

As the other Avengers all began packing up their things with haste, Tony, Steve, and Peter gathered together in a sort of huddle, their arms crossed against their chests.

"Alright, gang," Stark began, trying to look serious, "we're all clear on what we have to do, correct?"

Peter nodded, but Steve appeared puzzled.

"I understand what we need to get done very well. What I don't understand is how we're going to manage to discretely sneak Iron Man, Spider-Man, and myself into this underground base beneath Oscorp successfully. There's just no way."

"I went on a little scope out while Natalie and Spidey were on their mission," Stark told him, his eyebrows furrowed. "There's a way into the lower levels of Oscorp through a door I found in the sewer system running underneath the city."

Steve wrinkled his nose. "The sewers? What made you think to look there?"

"Creepy organizations have entrances in creepy places," Tony explained, smirking. "It didn't take a genius to figure it out, even if I am one." Then he frowned. "The door had an ID scanner and a key code on it that I couldn't crack without setting off the alarm, though. And it's not like we can just bust it down - we have to all at least get down to the main laboratories before we're noticed if we want Spidey to sneak the prisoners out without any casualties and for us to get to the stuff we gotta blow up."

Steve stared down at the ground frustratedly. "So how are we going to do this?"

There was a thoughtful pause between the three heroes. As the wheels in the Captain America's and Tony's minds turned about, Peter sat in silence, struggling with a deep inner conflict. He did, in fact, have a very plausible idea as to how they could get inside Oscorp without blasting the door open and alerting the entire building that they were there, but he hated it. Every little thing about he absolutely _despised._ In fact, he hated it so much, he almost convinced himself to just keep his mouth shut and let Tony and Steve figure this little predicament out themselves. But from the looks on their faces, no ideas were coming to them, and a sickness began to twist inside of him. As much as he loathed it, as much as he didn't want to take the incredible risk, he knew that he couldn't allow the innocent captives and the rest of the world to succumb to the demons he had created any longer, and so did she. So, with a horrible feeling of uncertainty and guilt still warring within him, Peter sighed heavily in defeat and looked up to face them.

"I think…I have an idea," he said reluctantly. Stark and Rogers glanced over at him in surprise, and Peter lowered his gaze. Turning around and walking behind the couch, Peter snatched up the bag his aunt had left with him with a couple of his necessities, reached inside, and pulled out his phone. After a long moment of hesitation, he clicked on the familiar name in his favorite's list and held the phone up to his ear, biting his lip. His call was answered on the second ring.

"Hey. Yeah, it's me. I know, I know. Yeah, I really miss you too. Listen, I…I have a super big favor to ask from you, and you don't have to do it if you don't want to, because it's totally unfair of me to even be asking, but Gwen, I…I really need your help with something."

….

Spider-Man held his girlfriend close to his body, clutching her wrist and pulling her behind himself with seemingly unnecessary caution as Tony Stark led the way through the dark cavern with a flashlight in the front and as Captain America brought up the rear. The atmosphere was tense and ominous as the trickling of sewage water gurgled to their right and the weaving pipes dripped steadily above their heads. Stark glanced back to see that he was far ahead of his three companions and huffed impatiently.

"We are literally never going to get there if you keep walking as fast as a damn snail on a treadmill. C'mon, Spidey, would you pick up the pace?"

Peter grew furious at his words, but his anger quickly dissipated as Gwen poked him gently in the side and nearly made him jump on to the ceiling.

"Peter, it's okay," she tried to comfort him as he glanced back at her. "You don't have to be so overly protective. I've been in situations worse than this and have come out just fine, _without_ three super heroes to keep me safe."

Peter wanted to ask her what exactly she meant by that, but simply shook his head. "Gwen, this is most definitely not okay," he hissed. "I thought we would just have to borrow a keycard from you or something so we could get inside - having to bring you down here with us is completely freaking me out. I'm just not going to take any chances - I have to keep you safe."

She sighed exasperatedly. "I know, Peter. But could you at least let go of my arm? You're cutting off my blood circulation."

Realizing just how hard he was holding on to her, he carefully released her wrist from his grip, noticing the redness of her skin where his strong fingers had been a moment before, and felt a wave of guilt wash over him. "Oh, I…sorry."

"Are we almost there?" Steve asked in a low tone, pushing the two teens onward. "I feel like we've just been walking in circles for hours."

Tony nodded, turning back around to face the dark expanse before them. "Yeah, we are. If Spidey stops puppy-guarding his girl like a paranoid spazz, we'll be there soon."

Peter narrowed his eyes beneath his mask but continued to follow behind him, still sticking close to Gwen's side. Their footsteps echoed off the walls of the hollow passage.

Finally, after about fifteen more minutes of traipsing through the dark, Stark's flashlight landed on an ugly gray door in the wall, and he held up his hand to stop everyone. Peter and Gwen crept forward, noticing the fancy keypad and scanner that seemed out of place in the dank sewers around them. Steve Rogers caught up with them, and they all crowded around the presumed gateway to hell.

"Well, here we are," Cap laughed nervously, scratching the back of his head. "You think this will work?"

Tony looked thoughtful for a moment, then looked back at the three people before him. "Okay, so here's what we're going to do. Once we get inside, little miss Stacy here is going to check to make sure the coast is clear. If it is, we all head in. If not, Spidey will sneak in and whoop all hostile ass, _quietly. _Then, with Gwen's help, we'll all sneak our way the rest of the way down into the building until we find the labs. Then we'll split our separate ways to get our individual missions done. Once everything's all fine and dandy, we meet up back here. Sound good?"

"Woah, woah, hold up," Peter chimed in, shaking his head. "Gwen's here to open the door. That's it. Once that get's done, you two go inside, and I'll just prop it open. Then I'm leading her back to the surface before I start my bit. She's not coming with us."

"Peter " she began, but was instantly interrupted.

"No, Gwen!" he yelled at her, becoming infuriated. "You're not coming! It's too damn dangerous and you know it!"

"We'll never get down there without her help, Peter," Steve told him firmly. "She just needs to get us into the lower laboratories, then you can take her back up. We'll protect her. I promise."

Spider-Man shook his head frantically as the awful memories he'd been suppressing for so long began flooding back into his mind, and the soft words of a dying man rang in his ears. _You're going to make enemies. People are going to get hurt. So I want you to promise me something. Leave. Gwen. Out of it. _Peter had already basically stamped that promise into the dust and spit on it by keeping Gwen Stacy as his girlfriend, let alone just being around her, but _this_ - this was just too much. If anything like what went down on the Helicarrier happened now, Gwen could be _killed. _He could never allow it.

"We can go through the air ducts," he told them desperately, hiding the girl he loved behind his thin form. "I can break into them quietly. We can all sneak through them to get to the labs."

"You really think Spangles and I can squeeze ourselves through those things?" Tony snorted, crossing his arms. "Yeah, right."

"Then I'll go through them and open any doors that need to be unlocked from the other side for us," Peter assured him, feeling Gwen press up against his back. "And if that doesn't work, we'll just wait until someone else opens them and slip inside that way."

"That's going to take_ forever."_

Despite the fact that he agreed with Tony, Steve felt sympathetic for the young hero's concern for his girlfriend, and placed a hand on his tense shoulder. "Alright, Spider-Man. Don't worry about it. She doesn't have to come with us if you don't want her to."

"Now wait just a minute!" Gwen Stacy suddenly yelled, pushing Peter roughly in the back. "I'm not just going to sit here and let you all choose my decisions for me! You have absolutely no right to do this, _any_ of you!"

Peter rubbed between his shoulder blades uncomfortably. "Gwen, please, you can't - "

"This is _my _choice, Peter," she told him fiercely, her green eyes harsh. _"My _choice. I'm coming with you all to help, and that's that."

"I promised him I'd keep you safe, Gwen!" he cried with disdain, laying his hands on her shoulders. _"Please. _Don't make me break any more of my promise than I already have. If anything ever happened to you because of me, I wouldn't…I couldn't…"

_"__Guys," _Tony Stark groaned impatiently, his Iron Man suitcase gripped tightly in his fist, "we don't have time for this. Are you coming or not?"

Peter shook his head adamantly, but Gwen curled her hands over his own and held them, her fingers warm and gentle. A softness had entered her cold expression, and she blinked up at him.

"I promise I'll be careful. I know I can do this, Peter. And I know you'll be there if I need to be protected._ Please._ Just let me come and help."

Every single instinct inside him was screaming _no, don't do it. You're killing her, Peter Parker. Just don't. Don't do it._ It gnawed inside him as he stared at his girlfriend's flawless face, and his worry for her wellbeing was unprecedented.

"She's not helpless, Peter," Tony insisted, his eyes narrowed irritably. "I can see that. And Oscorp isn't known for having weapons on any of their men, unlike the high security agency of S.H.I.E.L.D.. They're just a scientific research and development industry. Unless that's change recently, I doubt that anyone would pull a gun on us, especially on pretty girl who already works for the company. While I agree that this is probably dangerous, not getting inside and not destroying all of the 'Project Chimera' junk is even more dangerous for the_ entire world,_ which includes her."

"We'll protect her," Steve repeated earnestly, "just trust us."

Peter remembered the last time he'd trusted a member of the Avengers during a mission. He'd ended up with two bullet wounds and a crap ton of souped up sedatives coursing through his body. Not exactly reassuring. But time was ticking, and he needed to decide, _now. _He sat silently for a moment, sweat beading off his forehead and into the fabric of his mask as anxiety chewed at his nerves, then finally cursed fiercely under his breath and jammed his finger gloved against Gwen's collarbone, but she didn't flinch.

"You're going to do everything I say, you're going to be as careful as possible, you're going to tell me if at any moment you feel nervous in any form or fashion and want to leave, you're going to quiet. Do you hear me?"

Gwen Stacy nodded confidently, flashing him a beautiful smile that nearly stitched his shredded nerved back together, but he quickly sobered up. With an incredibly unsatisfied nod, he pulled his hand away and lowered his gaze defeatedly. Gwen kissed him on the nose to say thank you, but the gesture was hardly comforting. He felt like he was dragging the person he loved more than anything into a war zone.

Pushing her blonde hair out of her eyes, Gwen strolled forward to the door, briskly typed in a code, and the keypad made a strange noise. Then, a blue grid flickered to life and laid across her face, locking on to her irises, and after a long moment of tension, there was a jubilant 'ping,' and the latch on the door unfastened. A sigh of relief passed through everyone, and with very slow movements, she cracked the door open and peaked inside.

There were two men inside. Both of them were in lab coats and sitting at computers, typing away with disinterested looks on their faces. Peter readied himself to jump in and web both of them to their chairs before they could make a peep, but to his absolute horror, Gwen pushed the door open and waltzed right inside, leaving all three Avengers gawking in utter disbelief. She walked right up to one of the men, her hands on her hips.

"You two - head upstairs for a break. I'll take over for a while."

Peter expected them to immediately narrow their eyes, draw a pair of pistols from under their coats, and begin peppering his girlfriend with bullet holes. But instead, both of their expressions brightened stupidly, and they stood.

"It's about time. This is probably the worst job in the entire building." he glanced back at his partner, grinning. "C'mon, Jeff. I need some coffee."

In a matter of moments, the two men were gone up the stairs, and the room was empty, just like that. After a quick survey, the three men strolled in, Steve and Tony clearly impressed but Peter practically falling to pieces.

"What were you_ thinking,_ Gwen?" he hissed between his teeth, grabbing his head in his hands. "Don't _ever_ do anything like that again without warning me, alright?"

Stark walked up to the next door and gave it a turn, surprised when it opened to reveal a winding staircase. "Geez, take a chillaxative, will you? No need to have a cow over your girlfriend being a badass."

Gwen giggled, but Peter just grumbled and grabbed her by the hand, pulling her behind him as they all slipped through the doors.

Their snoop through the underground labyrinth was surprising uneventful. Gwen was pretty much able to scan their way through every door and, despite Peter's protests, sweet-talk anyone that crossed their path into clearing out of their way while the Avengers hid, with only one instance where a man gave her a suspicious look and Spider-Man was on him before he could blink, blasting his face and body with thick globs of webbing as he screamed in muffled surprise. They hid his writhing form in a closet, hoping that he wouldn't be discovered until it was too late.

Finally, after a long while of sneaking and worrying, the four found a very conspicuous and important-looking door with the words _Chimera Synthesis Testing_ etched into its surface. Once she was sure the hallway was clear, Gwen walked up to the door and typed in her ID code, but was rewarded with a vicious buzz.

_Access denied, _the voice of a robotic-sounding woman told her, and she cursed.

"I haven't been permitted to this area, which pretty much confirms that this is where you guys need to get into." She turned to face them, looking disappointed in herself. "I'm sorry. I don't know how else to get inside."

Peter was quick to jump in on the opportunity. "Then we need to get you out of here. I'll take you back now."

Gwen lowered her eyes, but Steve smiled gratefully. "Don't look so down, Miss. You've been an amazing help to us. We're truly indebted to you for all that you've done. We'll figure out what to do from here."

Tony nodded in agreement, setting his Iron Man suitcase down. "Thanks a bunch, Gwen," he told her, offering her his hand. "I don't know how someone as amazing as you ended up with nerdy, spastic Spidey over there, but I hope you two stick together. And after all this is over, I expect a wedding invitation and to be named the best man."

Peter felt his face burn beneath his mask as Gwen shook Stark's hand, laughing quietly, and he hastily pulled her away. "Alright. Let's get you out of here."

"It's going to be at least an hour until you get back here," Tony noted, leaning against the door. "We need to figure out how to get inside before you two split."

Growing impatient, Peter looked around for a moment before his eyes landed on a familiar grate on the wall, and he quickly climbed up to it and spread the bars apart.

"You're going to squeeze through here and get to the other side. I can see where it exits straight through the wall and to the left, right into the room on on the opposite side of this door. This one's pretty wide, so I think you two can make it." Standing sideways on the wall, Spider-Man held out his arms. "Here, I'll help you up."

Steve chuckled slightly, but eventually reached out and allowed Peter to pull him up and into the ventilation shaft, his brawny self managing to fit inside. He was even able to slip his shield through, along it scraped along the edges. Once he'd made it about halfway down, Peter helped Tony Stark scramble up the wall and into the air duct as well, giving him a shove as he began to crawl inside. Everything appeared to be running smoothly at first, but after Stark's entire body was surrounded by the four walls, Peter watched his movements slow, until he eventually froze altogether. He tossed the Iron Man suitcase into the ventilation shaft as well and stared at him upside-down, becoming confused.

"What's the holdup, Stark?" he yelled after him, cocking his head to one side. "I gotta get going. Is there something wrong up ahead?"

Tony just sat there, however, still unmoving and silent, and Peter started to grow irritated. That is, until noticed that the man's body had began to shake. Puzzled, Peter crawled inside the air duct as Stark leaned against the wall, moaning.

"What's the deal?" he asked him, watching as Tony gripped his perspiring face in his hands. His breaths were short and raspy, and his eyes were shut tight. Peter became startled, having never seen this side of the alleged genius billionaire playboy philanthropist before, only being accustomed to the unbridled swagger and smartass attitude that he constantly paraded around with. After a moment's hesitation, Peter sat down beside him, crossing his legs and rubbing at the back of his head uncomfortably. "Hey, uh, are you alright?"

Tony tried to force a smile on to his pale face as he spoke, his voice shaking violently. "Yeah…I…just the…r-reminded me of…something."

Peter clicked his teeth together. "Of what?"

Stark laughed miserably, wiping his forehead with the back of his hand. "Nothing. Just, that thing in New York…awhile back."

A realization suddenly popped into Peter's head. "Oh, you mean the Chitauri invasion, right? When all those aliens came and attacked the city?"

Stark cringed at that, but managed to nod. Peter grinned.

"Yeah, I remember when that happened. I wasn't even Spider-Man yet, just a regular guy watching the whole thing go down on the TV. That was probably the craziest thing I've ever seen in my whole life." A sort of childishness entered his voice. "And that part whenever you sent the nuke into that gigantic _wormhole?_ That was insane! How did you even get out of that alive?"

At that, Peter watched as the remaining color in Tony's face drained away, and he fell on to his hands and knees, gasping. Surprised, Spider-Man shrank back, suddenly afraid.

"Peter?" he heard Gwen's soft voice whisper from below. "Are you still there? We gotta go before someone shows up."

"Yeah, I'm coming," he assured her, glancing further down the air duct where Captain America was. He cupped his hands around his mouth. "Hey, Rogers!" he hissed, becoming frantic. "Something's wrong with Stark, but I have to go. Come help him."

Steve turned around and crawled back towards them, eyeing Tony's crumpled form and frowning. He laid his hand on his back and sighed.

"He's having another anxiety attack. You didn't mention the Chitauri incident to him, did you?"

Peter swallowed uneasily. "Well, yeah. But he brought it up first." He blinked. "Why, is that a problem?"

"Stark has anxiety issues that are often triggered whenever that particular event is brought up, as I believe Coulson mentioned earlier," Steve explained, helping Tony sit up a little a bit. "I think he suffered from some sort of PTSD because of it."

"'Kay guys, I'm right here," Tony huffed, puffing out his cheeks. "And I'm fine - just take your wife and go. Spangles and I got this."

Peter sat in a low crouch, watching the beads of sweat drip down his face. "You sure?"  
"Just go, Pete," Steve insisted, slapping Stark roughly on the back. "We'll take it from here. Just hurry it up so you can rescue the captives."

After a fleeting moment of reluctance, wondering if he might come back to find them both just as he'd found Natasha after they had separated, Peter eventually gave in and simply offered them both a curt nod, then whirled around and crawled out of the air duct, straightening the bars after he had exited. He dropped to the floor next to his patiently waiting girlfriend, who appeared concerned.

"Is everything okay?" she asked, frowning with her hands folded in front of her. "Is something wrong with Iron Man?"

Peter was about to explain that it was nothing and that they needed to go now, when movement in the corner of his eye suddenly caught his attention. He glanced to his left, and to his terror, four men had entered the hallway and were making their way towards them, talking over some spreadsheet with enthusiasm. Gwen gasped quietly, and Peter cursed. Grabbing her by the wrist, Spider-Man slipped them both through the next door, thankful that they only required an ID scan to enter, not when exiting with panicky excitement. They burst into an empty room and ran to the staircase, shutting the doors behind themselves. The two sat for a moment, panting, when voices from above met their ears, and Peter wanted to scream.

"Of course _now_ people start showing up," he hissed under his breath, preparing to release an onslaught of sticky fluid from his wrists, but Gwen shook her head.

"I've got this - just hide underneath the stairs," she instructed him in a whisper, her eyes intense. "There's no need for you to cause a scene. C'mon, Peter."

Peter was absolutely fed up with his girlfriend risking her safety for him, but didn't have any time to argue. Letting out a frustrated groan, he crawled up under the bottom of the staircase and sat there, feeling useless. Gwen nodded gratefully, then began to stroll up the stairs with every one of her steps exuding confidence. Spider-Man followed right beneath her feet, watching her every movement with his muscles coiled in anticipation.

The three owners of the voices appeared, their paths crossing as they came down and Gwen went up. Peter prayed and prayed that they would just walk right past her and not even pay her a second glance, but to his horror, one of them stopped as they stood parallel to his girlfriend, narrowing his eyes.

"Ms. Stacy?" he asked, looking confused. Gwen stopped beside him, her face not hinting the tiniest tinge of worry, and she gave him a gentle smile.

"Yes, can I help you?" she answered, not a fault in her words.

"I thought you only worked upstairs - I didn't know that you were involved in our cross-species development program."

Gwen placed her hands on her hips, not appearing at all concerned with situation while Peter was practically sweating bullets beneath her. "Well, whenever I heard that Oscorp was working to create human-animal hybrids, I just got all excited and asked if I could help. The idea of synthesizing two organisms into one to create superior beings has always interested me, so I was transferred down here by my seniors. They agreed only yesterday, so today's my first day."

Then another man spoke up. "But, wasn't your father murdered by a cross-species?" he asked curiously, laying his clipboard against his side. "Doctor Curt Conners, right? I'm surprised that you of all people would want to get involved in this field after that incident."

Peter curled his fingers against the stairs, becoming infuriated, but Gwen managed to retain her composure.

"It's because of that that I want to help develop stable chimeras that can protect people rather than hurt them. I see the potential the idea has for the world, and don't want to pass it up because of just one failed attempt."

There was a pause before an impressed expression was shared between the three men. "That's very mature of you, Ms. Stacy," he answered. "I'm glad you've joined us - I know you're one of our brightest. I hope that with your help we can all look forward to a more secure and stable future."

With that, the three scientists left her, and after a few moments of steadying their breathing, the two continued upwards, Peter crawling up to walk cautiously beside her before the men noticed a red and blue kid dressed in spandex sneaking above their heads.

They made it to the doors leading back into the sewers and propped it open with a book after they had slipped through it, sighing with relief. The dark and ominous walls of the cavern never felt so comforting to a stressed-out Spidey.

"Now do you trust me to take care of myself?" Gwen asked smugly, placing her chin against his chest. "And to be more than just a deadweight girlfriend who you constantly have to protect?"

Peter shook his head seriously. "Gwen, I don't want you to make a habit of thinking that this is okay, because it's _not. _I'm really grateful for what you've done for us today, and you were a lot more professional about it than I would have been, but this isn't fair of me to do this to you. I can't let you get hurt because of me. I can never let that happen. Do you understand?"

Gwen sighed exasperatedly and wrapped her arms around him, grinning. "I know, Peter. I can never convince you otherwise. But could you just be a little more open to letting me help you out more in the future? You don't have to do everything on your own all the time."

Peter wanted to tell her _hell no, it's too dangerous _as he always did, but knew she would never accept that, not this time. So he simply placed his forehead against hers and smiled beneath his mask, his white eye lenses reflecting her shimmering green irises, adoring her beauty. "Let's get you out of here," he told her, his voice echoing through the dark abyss. "Your family is probably worried."

The pathetic light that snake from the tiny holes above barely lit their way through the dank sewer lines, yet Peter was able to see rather well. Despite being without a flashlight, his eyes quickly adjusted to the blackness, and pretty soon his vision seemed abnormally sufficient. He blinked, surprised as to how far he could see down the tunnel, watching the water sluggishly slide past them on their left and the rats skittering along the floor. He could tell it was just him who could see well through the darkness as Gwen stumbled behind him blindly, and he helped her walk, cautious to make sure there was nothing ahead for her to slip on. Was it possible that he had gained yet another power?

Finally, after what seemed like an eternity of tip-toeing through an endless dark void, they came across the ladder that they had entered the sewers through. Peter climbed up first, pushing the circular cover up and away, and squinting as harsh light poured in. He hopped out of the manhole, checking to make sure they were alone in the abandoned alleyway, then helped his girlfriend out. They took a moment to adjust to the brightness, the blazing sun indicating that it was about midday, then he took her hands in his.

"Alright, I gotta go back now. Get home quickly, and be safe." Looking thoughtful for a moment, Peter reached down into his spidey boot and pulled out a small device, laying in the center of her palm. "I made of a copy of S.H.I.E.L.D.'s secret file. It has everything they've been doing and planning on it. I want you to upload this to the internet so that all of their deception and lies can be revealed to everyone."

Gwen looked down at the small port in her hand for a moment, then curled her fingers around it carefully, glancing back up at her boyfriend. "Those men in there. They really thought that what they were doing was helping people. I don't understand how someone could be so blind to something so evil."

Peter shook his head helplessly. "I don't either, Gwen. That's why we have to stop it, before they blindly drag the entire world into their chaotic mindset." Peter fired a web on to the roof and hung upside-down before the woman he loved, swaying gently from left to right. "I hope we can end this before its too late."

Gwen offered him a beautiful smile, slipping the device into her pocket. "You will. And I'll make sure the entire world knows about everything they've been doing. S.H.I.E.L.D. and Oscorp don't stand a chance against Midtown High's top two students."

Peter laughed lightly at that, realizing just how ridiculous it was that he and Gwen were getting involved in something that was so much bigger than their little high school lives. He wondered what they would both be doing right now if they were just a regular teenage couple; two lovers that were blissfully ignorant of the evil that lurked in the shadows around them. Peter wished he could give that to her - it was what she deserved, after all. Her life was complicated enough without Spider-Man swinging into it and flipping her whole word upside-down, and he almost wanted for her to just flat-out dump him and find someone who could give that bliss to her. But it seemed that the two were utterly inseparable, joined at the hip, stuck like glue, and that provided Peter with a guilty sense of complete and total relief. He had no idea what he'd do without Gwen Stacy.

With a blink of her eyes, Gwen Stacy stepped forwards. She then reached out and laid her hands on his neck, slipping her fingers underneath the red fabric. With gentle movements, Gwen presumed to roll his mask down past his lips and nose, revealing Peter's quirky smile underneath. Letting out a soft giggle, Gwen Stacy rose up on her tip-toes, cradling his head in her hands, and kissed an upside-down Spider-Man in the empty alleyway, the sounds of cars rushing by and the dull buzz of the city around them melting away. The moment had a serenity to it that seemed magical, like it could go on forever and ever without either of them or the rest of the world realizing it. If only that were the case.

Regrettably, as the cruelty of reality began to seep back into their consciousnesses, the two finally separated. After pulling his mask back up over his chin, Gwen smiled brilliantly - a genuine smile that spread across her entire face and crinkled the edges of her eyes, which made Peter's heart feel injected with absolute joy. Tony Stark was right - he had no idea how he of all people had won the favor of the amazing girl that stood before him. Maybe, just as he had been bitten by destiny, Gwen Stacy had been bitten by the love bug.

"Bye, Pete," Gwen whispered to him, then strolled down the alleyway and on to the bustling sidewalk, fading like a ghost into the sea of swarming bodies. Just like that, Gwen Stacy was gone from Peter Parker's sights yet again. He wished with all his heart that he could just chase after her and forget about all of this S.H.I.E.L.D./Oscorp hullabaloo, forget about being Spider-Man, and just be the boyfriend she deserved. A chilly wind whipped past his body, sending shivers across his skin, and he sighed. He couldn't leave now, not yet. People still needed his help, and he'd wasted enough time as is. Feeling sullen, Peter dropped to the ground, his fingers and toes pressing against the disgusting concrete beneath them. Being a teenage super hero sure was lonely.

As he scooped the manhole cover up off the street, ready to descend back into the darkness below, Peter's spidey sense suddenly tingled inside his skull. The sensation startled him, wondering who or what might be causing it, and he quickly turned around. To his shock, he was met with the butt of a sword slamming hard against his chin before he, even with his advanced agility, could dodge it, and was sent flying back against the ground, his head hitting against its surface roughly. He let out a groan, slowly rising as he cradled his skull, wondering who in the hell in their right mind was attacking him out of nowhere, and how they were fast enough to land a hit on him like that, then he slowly looked up.

A silhouette of figure stood over him, blotted out by the sun's harsh rays glowing from above his head. Suddenly frightened, Peter scrambled to his feet, assuming a defensive position as the throbbing of his skull and chin began to fade. The shadowy figure strolled forward, their steps slow and confident, which set Peter's nerves on edge. Finally, the dark form entered into the light, and Peter had to take a minute to comprehend what he was seeing. This was no average S.H.I.E.L.D. goony or Oscorp scientist that he had ever seen, and he had no idea what to think. After a long and tense moment of silence, neither of the two of them making a move, the person before him finally spoke, and his voice was not at all what Peter was expecting.

"Aw, _man," _the unidentified man whined loudly, his shoulders going lax and his head dropping back in clear disappointment. "That was _supposed_ to knock you out. Why do you have to make this so difficult?"

Peter just stood there in silence, not knowing how he should react as his eyes absorbed the bizarrely dressed person before him, his muscles still coiled in preparation for a second attack. The man took another step forward, and he flinched back.

"What are you talking about?" he growled at him, his body rigid and tense. "Who are you? What's your problem?"

"Tsk, tsk, so many questions!" the man laughed obnoxiously. Peter watched as he reached back drew another sword from a sheath on his back, which glistened in the sunlight alongside the one in his other hand. The dual swords pointed at him threateningly, causing him to swallow nervously. "Don't be such a spazzoid, little hero. I'm not asking for much! Just come quietly with mama so I can take you home."

Now Peter's fear slowly began to be replaced with downright confusion. Before he could think about it very much, however, the man suddenly began to run at him, his swords out at his sides, and Spider-Man reacted instantly. He jumped backwards in a back hand spring, flipping a few times as the blades hissed passed his legs, and landed in a low crouch. The figure was amazingly fast though, and Peter's instincts kicked into overdrive. He swung his foot up and out, connecting it against the side of his head, and the man crashed against the wall with a yelp. He recovered quickly, however, and jammed the butt of his sword into Peter's stomach, causing him to choke. With a wide swing, Peter smashed his fist against his masked enemy's face, cringing as both his knuckles and the man's head cracked loudly.

"Ow! You big meanie!" he hollered, rubbing at his sore cheek as Spider-Man flipped away and landed in front of him. Then a demonic tone entered the man's tone, and his voice dropped several octaves deeper than normal, which made Peter somewhat creeped out. "I'm going to tear out your pancreas and _eat _it for doing that."

"You're seriously messed up," Spider-Man informed him, rising to his feet. "Why the hell are you attacking me?"

Without answering, his attacker rushed at him yet again and kicked him hard in the side. Peter was shocked at how quickly the man moved, as he didn't even have any time to react before the the sharp pain struck him. He sprang into the air and kicked the masked man's hand, failing to knock the sword out of it, then swung around and punched him hard against his temple. As he recovered, stumbling back a bit in surprise, Peter jumped into the air again, both his feet out in front of him, and slammed them right into the man's masked forehead. He then sprang off of his face, which gave him a boost, and with the extra height, Peter landed against the wall and crawled high above his enemy while he slashed at his feet with his swords. This guy could sure take a lot of hits, as he seemed to have already composed himself after being slugged in the face _twice_ now. The masked person below jumped up and down, swinging his swords around like a madman as he tried to reach Spider-Man above, but he was much too high.

"What's your deal?" Peter yelled down at him, watching as his tantrum continued. "Why are you after me? And how the hell did you even find me?"

"Come back down!" he begged, lowering his swords to his sides. "Now I'm lonely."

Peter narrowed his eyes, growing tired of his bipolar personality. "Not until you answer my questions."

The figure groaned over dramatically, spinning in circles like a bratty three-year-old. Then he finally plopped on to the ground, his swords clattering against the concrete in defeat. _"Fine_. Only because you're cute. But make it quick! I'm on a tight schedule, little spider."

After a second of puzzlement, Peter shook his head before speaking. "First of all, why are you even after me?"

"Uh, _duh," _he giggled, rubbing his fingertips together. "I'm after the moolah on your head! Do you know how many people are after you, and how much they'll pay to get their grubby little hands on you? I'm starting the bid at four million dollars. Mama's going to be rich!" He rested his chin on his fist for a moment. "Also, I'm sick of people comparing me to you. Calling me 'Ninja Spider-Man' or whatever. _You_ obviously copied _my_ costume design. Boob."

Peter took a moment to seriously wonder if this guy was for real, then clicked his teeth together. "Uh…okay then. But how did you find me?"

"I saw you and a bunch of other dudes climb down that manhole a while ago, then I just waited for you to come out! Wasn't that smart?"

There was a pause as Peter considered this. Had lots of people seen he and everyone else sneak into the sewers? As far as the rest of the world knew, he was dead, and he wanted it to remain that way until all of this was over with. He seriously hoped that this guy just so happened to be at the right place at the right time.

"I…guess. Anyway, I still need to know." Peter narrowed his eyebrows underneath his mask, his sticky fingers keeping him glued to the wall. "Who the hell are you?"

At that, the man in the red and black skin-tight body suit laughed out loud, which grated on both Peter's nerves and ears. He rose to his feet, scooping his twin swords off the ground and gripping them in his gloved fingers. It was then that Peter noticed the utility belt strapped around his waist with a small symbol placed on the center that matched the man's mask, with thick black circles around his eyes and the rest being a dark red color. The fabric stretched across his body clearly showed the powerful muscles that the man had underneath, despite his frame being relatively thin. He spun the swords in between his fingers, obviously smiling beneath his mask.

"You mean you've never heard of me? Wow, that hurts." He offered him a sort of curtsy, like a princess addressing her prince. "I am known by many names, Spidey," he explained, his voice cheerful. "Let me think for a second…" He tapped on his chin, feigning thoughtfulness. "Oh dear, where should I begin? Well, let's see. Some people call me by my real name, some people call me by my nickname, and still others call me by my, uh, _code name,_ if you will." He laughed again, and Peter was growing terribly impatient. Finally, the masked man spun around and threw one of his swords at the wall, which stuck into the brick right by Spider-Man's head, causing him to jump. He grinned.

"I am Wade Wilson. I am the Merc With a Mouth. And, my personal favorite, I am _Deadpool."_

**_THE THING. Yeah, I did it. I couldn't help it. I'm sorry. No I'm not. Plz don't hate me. Chapter 19 comes out whenever I have time to write it...so yeah. Review plz :)_**


	19. Chapter 19

_**Disclaimer: I dunno yeah whatever I don't own things copyright crap yay**  
_

_**FINALLY I FINISHED THIS CHAPTER HOLY MARSHMALLOW PAJAMAS. Junior year is rough, people. Freakin AP classes, freakin basketball, freakin hoco, I'm booked. But hey, look, I did it. Chapter 19. Somehow. I told you I am going to finish this story one way or another, no matter how long it takes, and it will be beautiful. So for those who care haha don't stress I haven't stopped writing, I just have had very little time to do so. So read it and hopefully enjoy. :) No yaoi btw, just Deadpool being an annoying little butt as usual. ;)**_

_Chapter 19_

Honking cars and chattering people flowed past the alleyway, no one taking notice of the bizarre scene unfolding between the two red and black figures within it.

"Deadpool?" Peter repeated, pulling the sword out of the wall that had almost impaled his head. "What kind of name is that?"

"Don't you just absolutely _love_ it?" Deadpool squeaked excitedly, hugging his remaining sword against his body. "Yeah, you do. I can tell."

Spider-Man rolled his eyes beneath his mask. This guy was completely and totally _insane._ But from what he'd learned from their short spar together, Peter could tell that he was incredibly powerful. He didn't want to let his guard down and end up being beaten by a guy with a name like _Deadpool, _so he refused to underestimate him.

"Are you some kind of mercenary?" Peter asked him, taking in the details of the sword he now held in his hand. Its blade was long, straight, and terrifyingly sharp, and the grip felt comfortable in between his fingers. Out of curiosity, swung it around a little bit, listening to the blade's fine edge slice through the air beautifully.

"Did you not catch the 'Merc With a Mouth' thing I said?" Deadpool whined, pointing his sword up at the man that sat high above his head. "And give me my other sword back so I can slice open your spleen!"

"Why the hell would I do that?" he snorted, clutching the grip firmly in his hand. "And you're not going to kill me, anyway — no one's going to pay four million dollars for a dead Spider-Man."

Deadpool lowered his sword slowly, appearing bashful. "Oh. Really? Wow. That sucks. I would. Okay, then. This makes things a whole lot better for you! Just come down here all sweet-like and I'll take you like a kitten in a mommy kitty's mouth to the flea market. Sound good?"

Peter huffed irritably. "I'm not coming with you anywhere. There are people who need my help in Oscorp. They could be dying right now while you're wasting my time. Could this wait until after I've saved them?"

Deadpool pulled a little notepad and pen out of his utility belt, flipping through the pages and scribbling something down on to the paper. "Oscorp! I totally forgot about them! I bet they'll pay in the _billions_ to get their hands on you." He froze for a moment, looking thoughtful. "Is that O-Z-K-R-A-P, or A-S-H-C-A-R-P?"

This was getting ridiculous. "I'm being serious! They're doing horrible experiments on them right now, trying to turn them into some kind of super-soldiers, and it either ends up killing them or turning them into half-man half-animal monsters!"

Deadpool's unintelligible scrawl across the page suddenly slowed, and he looked back up at him. "Experimenting?"

"Yes, asshole. _Experimenting. _But since you apparently don't take anything seriously, all of them and many more are going to be tortured to death by those scientists before I can get to them. So, _please,_ just let me go so I can save them."

The mercenary's demeanor had changed suddenly. He glanced back down at his notepad for a moment, appearing as if in deep thought. Then he slipped it back into his utility belt along with the pen, placed his hands on his hips, and stared back up at Spider-Man sticking to the wall, grinning beneath his mask.

"Ok."

Peter blinked. "Ok what?"

"Ok. I'll let you go help them."

Peter was taken back. "You will?"

"Yep."

Pleasantly surprised, Peter held Deadpool's sword down at his side. When the mercenary didn't move from where he stood above the manhole, however, he became skeptical.

"Why the sudden change of heart?" he asked him suspiciously, not moving any closer to where the masked man stood below. Deadpool shrugged.

"I don't like people who experiment on other people is all," he explained casually. "Speaking from experience, whenever a bunch of lovely friends o' mine did this thing where they pooled their money while they were experimenting on _me,_ betting and whatnot over when I'd be dead."

Peter put the pieces together quite easily. That possibly explained why he so overpowered, why he might be a little off the deep end, why he suddenly cared about Peter's mission, and why he had acquired such a bizarre name like_ Deadpool. _Still, Peter's sympathy for the mercenary was limited, seeing that he wanted to sell him for money like a prized pig in a butcher's shop.

"Alright. Well, could you let me go, then?"

"Oh, I'll let you go, little Spidey," Deadpool assured him. Then he held out his hand as if he expected Peter to shake it from way up high where he sat, smiling beneath his mask, "but you have to bring me along with you!"

Peter faltered. "What? No."

"What? _Yes!_ You have to bring Deadpool with you! That's part of my deal."

"Or I could just web your annoying ass to the wall and leave you here," Spider-Man suggested, aiming his wrist at the red and black figure below. "That would make this a whole lot easier."

Deadpool giggled. "If you do that, I'll tell the whole world about Spidey's little _girlfriend."_

At that, Peter's words caught in his throat. "What?"

The mercenary knew he had him now. "That's right! I saw you smooching up a storm with that su-_mokin' _hot blondie before I came waddling over yonder. If you don't let me come with you, I'll tell everyone about Spider-Man's secret lil' cutie crush! What was it that you called her? Gwen, was it?"

Well, wasn't this a fun little predicament. Peter just _knew _there'd be consequences to bringing Gwen with him, one way or another. How could he have been so _stupid? _He groaned frustratedly, knowing now that he didn't have a choice. Gwen's safety was his priority. He couldn't risk having the whole world know who Spider-Man's girlfriend was, which would evidently lead to the whole world knowing who Spider-Man was. Also, Ms. Stacy would become some sinister villain's new hostage every other day, and he could never do that to her. This sucked.

With a sigh, Peter's head fell back against the wall in defeat. _"Fine. _All you're going to try to do the whole time is gag me while my back is turned, though."

"No I won't!" Deadpool assured him, placing his sword between his palms and bowing. "Scout's honor."

Peter was in no way convinced, but reluctantly made his way down to the ground. "Why do you even want to come?"

Deadpool leaned against his sword. "I like Spidey. I want to turn up with him at shindigs. We can _totes_ be bruhs. And I won't try to snatch him, as long as he feels the same. You dig?"

"No," Peter huffed honestly, "I don't. But whatever."

When Spider-Man finally stepped on to the ground before the mercenary, who stood a few inches taller than him, he begrudgingly handed him his sword back. Deadpool took it from him, slipped it back into his sheath, and out of nowhere, wrapped Spider-Man's thin frame in a crushing hug. The action scared the living crap out of Peter, and he instantly tried to pull away from him, but he refused to let go.

"What — what are you _doing?" _he sputtered, trying to shove him off.

"You're just so _adorable,"_ Deadpool squeaked as he squished him. "Can I have ten Spideys in a basket with bow ties?"

Peter finally managed to pry himself loose from his strong grip and scrambled away from the mercenary, feeling incredibly awkward.

"Yeah, okay. Don't ever do that again."

"Are you not a hugger?" Deadpool asked, tapping on his chin. "Are you like those European hobos who kiss each other as a greeting?"

_"No,"_ Peter stated indignantly, dusting himself off as if he'd been infested with some type of Deadpool germs. "I'm not an anything. I'm a guy trying to help people. So if you're dead set on coming with me, then let's go."

"He he! Dead set. I see what you did there. _Dead._ Like _Deadpool."_

Peter ignored him and walked over to the manhole, peering deep inside the dark void. This would be his third time having to navigate his way through the sewer system, not including the many trips he'd taken while hunting the Lizard, but he knew for a fact that this was most definitely _not _going to be a charm. Without checking to see whether or not the supposed 'Merc With a Mouth' was following, Peter dropped inside the hole and landed in the darkness, his eyes having trouble adjusting at first. He heard Deadpool replace the manhole cover, then drop down beside him, unsheathing his swords as he hit the ground. Peter's vision slowly focused on his dank surroundings, sick of the all-too-familiar feeling of being trapped under the city, and after a moment of hesitation, he started the journey through the cave once more, his pace quicker than before. Deadpool blinked in the darkness, almost completely blind, and sped after Spider-Man, grabbing him by the arm.

"It's scary down here!" he whimpered, huddling close against him. "Why do we have to come this way?"

Peter wrenched away from him, frowning irritably. "Because we can't just waltz inside the front doors of the Oscorp building. We have to stay out of sight, and the prisoners are likely being kept in underground cells. So this is quicker."

"I can't see anything!" he whispered, groping around in the darkness blindly. "You have to be my seeing-eye spider, or I'll die. And then I'll sue you."

"Just follow my footsteps," he instructed him impatiently, half-wishing that he'd just fall into the sewer water and float right out of his life.

"Can you hold on to the end my sword handle, please?" he begged, feeling it prod against his side. Grumbling curses under his breath, Peter grabbed on to it fiercely and marched forward, wondering how, of all the wackos in New York City, he'd ended up with this guy.

Once the two finally reached the entrance to Oscorp after what seemed like decades of Deadpool blabbering on and on and on in the darkness until Peter seriously considered sticking his head with the sword to put himself out of his misery, he quickly kicked the book out of the doorway and slipped inside, relieved to find that the room was still empty.

"Oh yay, we're here!" Deadpool squealed, rolling into the room and crouching low to the floor, his voice descending back into the terrifyingly deep persona it had once before. "Whose head shall roll across the ground first?"

"Will you _shut up?" _Peter hissed at him, crawling on to the ceiling. "You're going to give us away! And nobody's heads are going to be rolling on the ground — this is a rescue mission, not an assault."

Deadpool sighed loudly, rising to his feet. "You know, you are just no fun. What's a party without a couple of rolling heads?"

Without answering, Peter crept across the upside-down surface and pushed the ajar door open, which led to the staircase. He skittered inside, listening intently for any voices or footsteps, but heard none. Satisfied, he dropped to the floor, and Deadpool glided in behind him. They began cautiously making their way down the stairs, their footsteps echoing softly against the walls.

"So what's your weakness?" Deadpool asked him suddenly as Peter walked quickly beside him.

"Don't have one," he answered simply.

Deadpool rolled his eyes. "Oh, _come on._ Every super hero has a weakness."

"Not me," Peter assured him as they came to the next door. He walked up to it and peered through the tiny window, seeing no one on the other side.

"If I tell you my weakness, will you to me yours?"

"I don't _care_ about your weakness," Spider-Man snapped at him, slowly pushing the door open and peaking around it with caution. A few men were walking down the hallway in the opposite direction, but they vanished around the corner rather quickly. He stepped inside once they were gone, his head on a swivel.

"My weakness is chimichangas," he confessed with incredible guilt in his voice. _"Chimichangas._ Have you ever had chimichangas before?"

Peter crept with caution down the hallway while Deadpool strolled behind him carelessly. "I don't know. I — maybe, I don't remember."

"I think you'd remember if you did," Deadpool scoffed, crossing his arms. "They're demonically delicious. Like, they're so good, they're_ evil,_ y'know?"

"Yeah, sure," Peter murmured, arriving at the next door. He'd basically memorized the way through this underground labyrinth by now.

"I want you to say chimichangas for me," Deadpool instructed him, then giggled. "See? Just _saying _it makes me all discombobulated. You try it."

Peter jostled the door handle, but it had been locked. And now, they were without Gwen and her retinal-scanning magic. He cursed frustratedly.

"Great. Now what are we going to do?" Peter grumbled. He spun back around, his fists balled at his sides, only to find that Deadpool's face was mere inches from his own, and he jumped with a start.

"I have a plan."

Spider-Man flinched away, bumping against the door in surprise before recovering. "Damn, we need to get you a bell," he muttered, rubbing at the back of his head. "What, then?"

The red and black mercenary crossed his arms adamantly. "First, you have to say chimichangas."

Spider-Man groaned in disbelief. "Are you insane? Like_ literally_ — are you mental? Is there something wrong with your brain? Because that's basically the vibe I've been getting from you this whole time."

"I have cancer," he explained cooly, which instantly made Peter feel like royal jerk. He relaxed his shoulders and unclenched his fists, noticing the small white slits in the centers of the black fabric of his mask where Deadpool's eyes could see through. "And yes, it is all up in my brain and junk. But no worries — thanks to a bunch of whacked nut scientists and a little Wolverine DNA, I'm spiff and span."

"Are you seriously trying to tell me that cancer can be cured by _wolverine _blood?" Peter said, shaking his head back and forth. "Man, you are one jacked up fellow, Wade."

Deadpool then squeezed Peter around the middle yet again, causing him to choke. "Aaaaw! You remembered my name! Aren't you just the sweetest little sugar plum princess I've ever met!" He then released his struggling form, watching Peter fight to catch his breath, and dropped his voice low again. "Now say _chimichangas."_

Peter had just about had enough of this idiot Deadpool for one day, or rather one _lifetime,_ but grabbed him by the fabric on his collarbone, knowing well that they needed to get through this place as quick as possible, and hissed between his gritted teeth viciously. "Chimi. Freaking. Changas."

Wade smiled jubilantly beneath his mask and petted Peter on the head. "See, little hero? Wasn't that just _enlightening?"_ _"No,"_ he snapped, shoving him against the wall before letting go of his black and red costume. "Now what's you're damn plan?"

Deadpool laughed loudly, causing Peter to cringe. "You know, you're just so _cute_ when you're angry. Not nearly as cute as that blonde babe, though. She was quite the catch." He continued to pet Spider-Man's masked head like he was a puppy until Peter practically wanted to bite his face off and spit it on to the ground.

"Your _plan,_ Deadpool!" he hissed again, slapping his hand away. "How do we get through this door?"

Wade laughed. "Oh, right. Okay. Yeah. Here we go." He rubbed his gloved palms together, then pointed both his fingers at Spider-Man's red and blue form. "First, we're going to need twelve ukeleles."

Peter was just about ten thousand and seven percent done with this guy. He palmed his face in his hands, wondering how someone so unbelievably and incomparably annoying could possibly _exist._ He then forced himself to take a calming breath, trying his best to keep his cool, then slowly lowered his hands.

"In case you haven't noticed, I am literally fighting the urge to strangle the life out of you right now. So, do you have a real plan, or not? If not, I think I'm just going to break the door down."

Wade drummed his fingers against his neck. "Sorry, but that won't work. I've already tried it," he explained, then stepped closer to Peter than he felt comfortable with. "But go ahead, if you must."

Spider-Man pushed him away forcefully, gritting his teeth. "You clearly don't seem to grasp the concept of _personal space."_

"Grasping concepts is no fun," Deadpool whined, clapping his hands together, "but grasping personal space? Trust me, as a world-renowned womanizer, I've done _plenty_ —" Suddenly, Peter heard the lock on the door behind him click open. He felt the solid surface swing away from his body, and his heart sank in terror. Spinning around on his heels, The two masked men froze as they found themselves standing before a single lonely scientist, who was dressed in a white lab coat and slurping on a cup of coffee. When his eyes landed on the two figures dressed in skin-tight red suits standing in the hallway, he spat into his mug, almost choking.

"Uh, hi," Deadpool greeted him sheepishly, wiggling the ends of his fingers. "¿Donde esta el baño?"

The man gawked at the two of them for a moment longer, absolutely astonished, then finally came to his senses. He whirled around, sprinting down the hallway and yelling in terror, his coffee sloshing out of the mug and splattering against the floor. Peter flinched in surprised.

"I'll gouge out his pelvis," Deadpool assured him, drawing his katanas from their sheaths, but Peter stopped him with a hand against his chest.

"No, I got this," he sighed, and aimed his wrist at the shrieking man. Pressing down on his palm, Spider-Man fired a strand of webbing that went zipping down the hall before striking against the scientist's back. He yanked his arm backwards, and the man came flying back down the hallway, sending coffee painting the walls. With a whip of his web, Peter flung him on to ceiling and stuck him there with a rain of sticky netting. The Oscorp scientists screamed dully from beneath the thick blanket, barely able to twitch, until finally he stopped trying to escape, accepting defeat.

Peter sighed. "That'll hold him for now. C'mon, let's go before someone notices."

"That's disgusting," Deadpool marveled, poking at the webbing stretched across the wall before skipping down the hall after Spider-Man. They made in through the next room without incident, until finally Peter stood before the _Chimera Synthesis Testing _door once again. He stared at the unnerving words splayed across the surface for a moment, then crawled up the wall and stretched the thin bars apart once more. He stared down the dark ventilation shaft, and found it to be empty. He hoped that meant that Stark and Rogers were okay.

Peter skittered inside and turned around, ready to help the moron behind him climb up, but watched in surprise as he leapt off the floor and scrambled inside along within him without any sort of boost, his swords sheathed. Spider-Man blinked his eyes behind his mask, slightly impressed, but didn't dwell on it much as he spun back around and began crawling down the air duct, his fingers and toes gliding noiselessly across the metal surface. Deadpool tried to mimic the insect-like way Spider-Man slithered close to the ground, but his sword sheaths kept bumping against the walls, sending loud vibrations humming through the shaft that made Peter cringe.

"I wonder if this is what it feels like when you die," Wade thought out loud, squinting past Spider-Man's dark form. "You know, with a light at the end of the tunnel and all that?"

"That's very deep, Wade," Peter murmured irritably. "Now shut your trap unless you want to find out."

As they neared the exit, Peter slowed his pace. He crept up to the grate cautiously, peering between the bars, and heard the voices of the three men on the other side before he saw them.

"How're the two new subjects doing?" one of them asked, scribbling something down in a notebook. Another sighed exhaustedly.

"Not good," he admitted, rising to his feet with his hands on his hips, hanging his head low. All of the men were dressed in strange lab coats, gloves, and masks that made Peter feel uneasy. "Their minds are already compromised. No surprise, though — _Ophiophagus hannah_ DNA has yet to work on anyone either. It's the same thing — no matter how many diagnostic tests we run or what type of animal species it is, the serum combats against the human nature too harshly, and their former consciousnesses deteriorate." He sighed heavily again, staring down at his feet.

"Another dud, eh?" the third man laughed while he poked at something in a petri dish with a small hook. "Shocker. Where are they now?"

Upon saying that, a sound that made Peter's skin crawl suddenly grumbled from the corner of the room. Unnerved, he glanced to his left, and with his advanced hearing, more unsettling noises began to creep into his ears. Heavy, raspy breathing, scales scratching against a metal floor, an irregularly rapid heartbeat, and a deep sort of moaning sound. The man who was standing strolled across the room, his hands in his pockets, and stopped before what appeared to be a large box covered with a thin blanket. Setting his jaw, he reached out and gripped the sheet in his fingers before slowly pulling it away, revealing the contents underneath that made Peter gasp.

Inside a cramped metal cage, thin and sickly looking, was a creature that chilled Peter to the bone. Its body somewhat resembled the shape of a woman's, but her skin was bizarrely patterned with some areas being normal and others covered in splotches of brown and black scales, which scratched against the ground and fell off the creature's body as she moved. As the sheet was lifted away, she shrunk back in fear while hissing viciously, clawing at the light invading her eyes. It was then that Peter noticed that the she had a long, scaly tail and diamond shaped pupils, which dilated into thin lines as her distorted body was unveiled. Her face was completely covered in dark brown scales and her nose was nothing but two slits for nostrils, and as she barred her teeth menacingly, two long, sharp fangs curled out from under her gums, dripping with transparent liquid and hooked like daggers. Despite the fact that the creature appeared to be more like a snake and a woman cross-species, the resemblance was unmistakeable and caused a shiver to quake down Spider-Man's spine.

It looked like the Lizard.

"The other one died about an hour ago, but this one seems to be holding up a bit better." The scientist rapped his knuckle against the cage, jumping back and chuckling as the creature lunged forward in an attempt to bite his hand, clawing at the open air and gnawing at the bars, its scissored tongue flickering in and out of its mouth as saliva and venom dripped on to floor. "What should we do with it?"

"Just put it back with the others," the other guy instructed him with a careless flick of his hand. "I'll go back there to get a couple of new guys to work with later."

Peter narrowed his eyes furiously beneath his mask. _So that's where they're keeping the prisoners, _he thought, watching as the man wheeled the caged woman through a door, who shrieked and hissed the entire way, until disappearing down the hallway. He had to follow them. But how were they going to get passed the two remaining men without getting caught?

"Spidey, darling?" he heard from behind him, feeling a finger poke between his shoulder blades that caused him to flinch. "What's the holdup?"

"We have to follow those two," he whispered back, clenching his teeth together as he contemplated what to do.

"Who two?" Deadpool asked, and Peter suddenly felt him rush forward, squishing Spider-Man's body against the wall. "Scooch over, bug! Lemme see."

"What are you _doing?"_ he hissed, shoving him away, but was answered only by being crushed even more so, causing his words to croak in his throat. Ignoring his protests, Deadpool pressed up against the grate, peering curiously inside the room. He curled his fingers around the bars, and instantly Peter felt his spidey sense flicker on inside his head. The bolts holding the grate into the wall suddenly slipped from their holes, and the metal frame began careening towards the floor. In a flash, Peter shot forward, stuck out his wrist, and fired a strand of webbing that chased after the falling object. Just before the grate clattered noisily against the floor, the webbing latched on to its metal surface and halted its rapid decent, leaving it hanging mere inches from the ground. Spider-Man glanced out into the room nervously, praying that no one had noticed their little incident, and was incredibly relieved when he saw that neither of the two remaining men had even bothered to glance up from their work. He sighed slowly, listening to his heart beating violently against his chest, then glared back at Wade's chipper form.

"Do you purposely try to make an ass of yourself, or does it just happen naturally?"

Wade appeared thoughtful. "Depends on what I eat for breakfast, and what the lady writer of the universe decides for me to do."

Peter rolled his eyes beneath his mask, slowly reeling in his catch, when a sudden loud voice crying out in the room caused him to jump.

_"What?" _one of the scientists yelled, pressing his finger against his ear. After a moment of uncertainty, he shot a look over at the other man standing over the petri dish, clearly alarmed. "Somebody's somehow managed to break into sector C of the cross-genetic labs! How — how is that even possible?"

The second Oscorp employee rose to his feet rapidly. "What? _Who?_ How did they even…?"

Shaking his head, the other man ran to the left side of the room and shoved a door open. "Come on, we'd better go find out."

In a flurry of stampeding footsteps, the two flustered scientists scrambled out of the lab, the door slamming shut behind them, and once their voices had faded down the hallway, the room was suddenly very empty and quiet.

Peter had a pretty good idea of who was causing the ruckus.

After a pregnant moment of hesitation, Peter cautiously crawled out of the hole in the wall, his body hugging close against the sideways surface. Wade jumped down to the floor close behind him, flexing his fingers in preparation to whip out his katanas and slice someone's torso in half, and the two slipped across the room to the opposing doors. Spider-Man reluctantly pushed against the door, and was surprised to feel it give beneath his touch. Waving his hand forward, he and Deadpool crept through the doorway silently. Once they'd made it into the room on the other side, Peter's body went rigid, listening to the door creak slowly closed behind them.

It felt as if they'd walked into some kind of dog pound. Barred cages bordered both sides of the long and dim hallway before them, which felt as though they were closing in on their red forms. All sorts of strange and deformed limbs jutted out between the gaps, grasping and slashing at nothing in particular and clawing at the floor. And the _noises. _For once, Peter absolutely despised the fact that his hearing was so advanced and that he could pick out every single little sound in the room, whether painfully loud or eerily quiet. Growling and hissing, moaning and spitting, screeching and wailing, scratching and weeping. It all reverberated deafeningly in his ears and caused chills to ripple across his skin, listening to the indescribable pain of the people around him. Swallowing his fear, he cautiously stepped forward, his heart sinking lower and lower as he took in the horrifying beasts around him.

Everywhere he looked, they were there, and they never seemed to end. Huddled in the corners, collapsed across the floor, fighting to escape their prisons, lying in pools of blood, or simply moaning in agony, they were there. Monsters created by the sick and demented minds of the scientists at Oscorp. Innocent men and women genetically combined with thousands of varying animal species by having their cells unwillingly modified and mutated. On his left he passed by what looked like a man mixed with a hyena, on his right there was a woman and a wolf chimera, whose skin was peppered with inconsistent patches of thick gray fur. Her arms were human, but her back legs were those of a wolf's, and her lips curled back into a snarl as Peter passed. They continued, on and on, each new pair of disturbing cross-species monstrosities always seeming so much worse than the last. Peter wondered how much more his eyes could take.

"This is…messed up," Deadpool finally whispered, stopping in front of one of the cells. A lion chimera was shrunk back deep into the corner, growling menacingly, its human eyes locked on his red and black mask. "They've turned all these people into monsters. Like me."

Peter sighed and turned around, staring down at a chimera's face which was split right down the middle: half tiger, half woman. "These poor people. They've been transmuted by some freak science crap into these hideous creatures. What kind of demented assholes do things like this?"

"Hey, don't call them hideous," Wade barked with a surprising amount of tenacity in his voice. "You shouldn't judge someone or something by their appearance. There's more to people than what's seen at face value." Popping open up one of the compartments on his utility belt, a waterfall of Froot Loops poured into his palm. Walking up against the bars of the lion man's cage, he held out the cereal for the beast to take, smiling beneath his mask. "Here, kitty kitty. You look hungry. Come get some nom noms from mama. I doubt the boobs who work here feed you anything nutritious."

Peter narrowed his eyes, wondering why he'd became so defensive all of a sudden, when his spidey sense suddenly began pinging at the base of his skull again. He glanced up in alarm, wondering what was going on _now,_ and felt his heart leap out of his chest.

The lion chimera's muscles were coiled against the floor as he barred his glistening fangs and lapped at his lips. Instantly, Peter sprinted towards Wade, knowing well what was about to happen, but not quick enough to stop it. The cross-species launched itself forward, flying across the cell with incredible speed, a bloodlust in its eyes. Deadpool, at that moment, realized what was happening as well, but his reaction time was too late. He stumbled backwards, trying to evade the attack, but he was on him before he could escape. The lion chimera's jaws latched on to Wade's arm just past his elbow, digging deep into his flesh and causing him to yelp in surprise. Peter froze in place, his eyes wide, staring helplessly as the lion bit down on Deadpool's arm and having no idea what to do. Wade hissed between his teeth and slowly looked down at the chimera's deformed face, not making any move to try to escape his grasp.

"Hey, Mr. Kitty," he whined, acting bizarrely calm despite his rather critical situation, "why'd you go and do that? I was just trying to be hospitable."

Then, to Peter's horror, the lion chimera began wrenching Wade's arm back and forth, snapping his humerus bone in half and mutilating his flesh. Deadpool pulled away, trying to yank his arm out of the powerful beast's jaws, but his efforts were fruitless. The terrifying tug-of-war went on for a few more seconds, until a sickening ripping noise suddenly cut through the air and caused Peter's stomach to turn. In one quick jerk, the lion chimera whipped his head back, and with it came Deadpool's limb. He sprinted to the back of his cage with the mangled arm still clutched in his jaws, and Wade collapsed to the floor in a messy heap, groaning. Peter rushed forward.

"Oh my gosh," he gasped, dropping beside him. The pathetic stump of flesh that was left of his arm was raw and red and dumping buckets of blood across the floor, causing a pool to form beneath Wade's body. Stringy muscle and skin dangled from the wound, dripping with crimson liquid and causing Peter's face to turn green. With reluctance, he reached out and took the stump in his shivering hands, trying to carefully put pressure on the horrible injury in order to stem the overwhelming flow of blood and feeling his gloves instantly saturate with thick, warm liquid. He hadn't a clue how he could help him, and knew he would bleed out soon if he didn't find some way stop it. Not to mention that they were trapped in mad scientist hell far beneath the city streets above. Their situation was desperate, and Peter was ill prepared to face something as serious as this. He began to panic. To his surprise, however, Deadpool slowly sat upright, gripping his head in his remaining hand.

"Don't move," Peter told him sternly, feeling blood drip between his fingers. "I — I'm going to try to get you out of here. Just try to stay calm."

"I'm going to sock Mr. Kitty in the _gall bladder_ for that!" Deadpool yelled, balling his fist in the air with a surprising amount of energy. Peter ignored him and angled his wrist at the bleeding stump, pressing gently on his palm with his two fingers.

"I'm going to try to seal the wound with some of my webbing," he told him, spraying a thick coat of web fluid over the red flesh. Once that was complete, he then began wrapping a thick band of webbing around the base of his arm, just below the shoulder, trying to form some sort of tourniquet but unsure if he was doing it properly. Deadpool blinked in surprise, and turned to watch as Spider-Man worked diligently on his bleeding wound. He stared at Peter's shaking, blood-soaked hands as they tried to fix his injury with a dim sort of curiosity for a moment, then finally spoke.

"What are you doing?" Deadpool almost laughed, trying to pull the webbing off of his upper forearm, but Peter shoved his hand away.

"I'm trying to save your damn life!" he yelled at him, trying to tie off the end of the tourniquet but his quivering fingers refusing to settle long enough for him to do so. He cursed bitterly and pressed his hands against the floor, trying to keep his cool, but all the blood was making him feel lightheaded. He forced himself to take a few calming breaths, the sounds of the beasts wailing in agony around him pulsating in his ears and sweat beading down his face. Deadpool cocked his head to the side, and an amused tone entering his voice as he watched the panicky hero pant heavily.

"What are you being so spastic about?" he asked carelessly, pulling away from him and rising to his feet. He ripped the webbing off of his wound, which was already saturated with blood. "It's no big deal, Spidey-Bro. I'll be fine. But I do need a bit of a favor." He pointed with his left hand to the lion chimera in the cage, who was gnawing on his severed limb in the corner. "Would you be a doll and retrieve mama's arm from that asshole Mr. Kitty? It's hard to use dual swords with only one arm. Much less effective."

Peter just stared at him. "What…are you _talking _about?" he huffed in between his heavy breathing, unsteadily forcing himself to stand. "How is that…?"

Deadpool grunted irritably, placing his single hand on his hip. "Would you stop being such a baby and just do it? Geez, you'd think Spidey-Man would be a bit more acquainted with gore, considering the field you're involved in. I know _I_ am."

Peter shook his head dazedly, wondering where this was all going, but made himself walk over to the edge of the cage. Inside, the lion chimera lapped at the fingers of the mutilated limb, appearing pleased with his catch. Fighting to keep his unsettled stomach at bay, Peter reluctantly pointed his arm through the bars and fired a quick spurt of web fluid from his wrist. The sticky net splattered across the beast's eyes, causing him to roar with rage and claw at his face with his semi-human hands. Rapidly, Peter shot a strand of webbing from his wrist which zipped through the cell and struck against the detached arm lying at the chimera's feet. He whipped it back violently, causing it to fly across the room before slipping between the bars. To his horror, however, the limb landed against his chest, splattering his torso with blood, and he flung it jerkily to the floor, failing to suppress a shriek of terror.

Deadpool laughed out loud. "Thanks, Spidey. You the bomb. Good thing you have that _thwip thwip _thing going for yah, right?" With that, he stooped down and scooped up the severed limb in his fingers, the red and black fabric of his costume torn where the lion man's teeth had sunk into the flesh, which dripped with dark liquid. He pressed the base of the arm against the remaining attached stump, squishing the two ends of raw flesh against each other, and then simply sat there, tapping his foot impatiently. Peter watched him with a disturbed expression on his face, shaking his head slowly.

"What are you trying to do?" Peter asked, but Deadpool shushed him harshly.

"Just wait, little hero! It takes a bit of time." Wade looked down at his arm, his eyebrows furrowed frustratedly, then perked up a bit. "Ah, there we go. Told you."

Peter followed his gaze to the intersection of where both bloody sides met, and felt his breakfast threatening to make an appearance. The separated skin, muscles, bones, and tissue were now creeping towards each other and seeping back together, reforming and regenerating back into their former connections. The bite wounds on his once severed arm began to close, and the bleeding quickly began to cease. After about a minute, the tips of his gloved fingers began to twitch, then the base of wrist and elbow, until finally he was rolling his arm back behind his shoulder as if it had never been ripped off by a half-man half-lion creature, sighing blissfully.

"Now _that's_ more like it!" he cheered, flexing his fingers and cracking his knuckles. "Might take a while longer to fix completely, but it'll do. Sorry if I slow you down a bit, Spidey."

Spider-Man's mouth hung open wide as he stared at the fully restored mercenary before him, who he'd believed was going to _bleed to death_ only minutes ago. "How in the living_ hell…?"_

Deadpool cocked his head to the side, his hands on his hips. "What? I didn't tell you about my healing factor?" He clenched his fist in the air, obviously grinning. "Also courtesy of my _total _BFF Wolverine. He's a pretty swaggin' dude."

Peter was sick of all this magic wolverine crap, but couldn't help being awed. "That's insane. I have a healing factor too, but…_nothing_ like that. I could never, like, reattach a _completely severed_ limb."

Wade shrugged casually. "I suppose some of us are just more fantabulous than others." He then whipped out his katanas and spun on his heels, facing the end of the hall. "Now, let's go save those miserable peeps. I bet they're hungry, too. Maybe they'll appreciate my snackies more than Mr. Kitty."

After chuckling slightly at the hysteria of the situation, Peter nodded. "Maybe. Although I doubt they'll be in the mood for Froot Loops."

"'They're magically delicious, silly rabbit,'" Deadpool told him defensively, then took off down the hallway, causing the creatures to break into an uproar as he passed them. Peter sighed heavily, staring down at his blood-soaked gloves for a moment, then preceded to follow after him. As he walked by the multiple deformed monsters bellowing in their cages, he wondered who these people had been before all of this, what their personalities were, their families. Their lives had been stolen from them, and what was left of their pitiful existence was only violence, mindlessness, and suffering. Just before reaching the door at the end, he passed the final cell of the hallway, and Peter suddenly froze. Slowly, he turned his head, and what he saw made his blood curdle.

Crouching on eight thick, hairy legs protruding from its torso in the center of the cage was a chimera. It looked like something out a horror movie. It's stomach was fat and bulging, hanging low to the ground as it sat and jiggling slightly with its every movement. When Peter's shadow crossed over its face, the creature stirred, slowly raising it head, and eight dark, lifeless eyes opened across its eerily familiar face. Curled around its mouth were a pair chelicera that were armed on the ends with two thick, minacious fangs. The creature's face overall was mostly human, but the majority of its body was that of an enormous tarantula. For a moment, Peter felt a faint sense of relief that this was not what he had become after being bitten by that pesky radioactive spider. However, the fact that they were turning people into things like the abomination that stood before him because of Spider-Man's existence made him feel sick, so the weight quickly dropped heavily back on his shoulders. But as he stared into the monster's soulless eyes leering back at him, a new and unparalleled horror suddenly dawned on him as he realized why the appearance of the beast gave Peter a sensation of deja vu. The hanging beer belly, the completely bald head, the sweat dripping down his pale skin. It was unmistakeable.

_ Is this some kind of sick joke? _he thought in terror, feeling almost as though he was being suffocated. As the creature began to slowly approach him, Peter started backing away, a sickening fear pooling in his stomach.

It was the murderer from the restaurant.

_Kill..._

"What's keeping you, sweetums?" Peter suddenly heard Deadpool call from ahead, jarring him out of his stand-off against the horrifying beast. He swallowed the thick lump that was clogging his throat, paying the disturbing creature's forebodingly black eyes one last look of dismay, then ran out of the hallway of hell as fast as his legs would allow, guiltily relieved whenever the door was shut behind him and the agonized cries of the monsters behind it were quieted. He laid his head back against the wall for a moment, trying to calm his troubled mind, his eyes shutting slowly and a shivery breath escaping his lips.

"Hey, look who we found!" Wade exclaimed, slapping Peter on the back roughly and shaking him from his moment of peace. "The peeps!"

When his eyes opened, they took a moment to comprehend the unnerving scene before them. Hundreds of men and women were scattered across the dark and depressing room, their feet and and hands chained to the floor and their mouth's gagged with what looked like muzzles wrapped all the way around their heads and covering their lips. Many of them were dressed in bright orange prison uniforms, while others had street clothes on. Upon seeing the two bizarrely dressed masked men enter the room, their eyes grew wide, and a stir of muffled murmuring began to bubble from the terrified crowd. With caution, Spider-Man slowly walked forward, holding out his hands as his spoke, his words as gentle and calm as he could muster.

"Hey, guys," he began hesitantly, stopping before them and dropping down on one knee so that he was speaking at eye-level to all of their pale faces. "Don't worry. We're here to rescue you and get you all out of here. We just have to move quickly, and quietly." He stared into the whites of their eyes, which appeared to have calmed partially, then glanced back at Deadpool, who stood ready with another handful of Froot Loops, obviously not learning his lesson from last time. "Wade, watch the door while I figure out how to free these guys."

He offered him a dorky sort of salute, causing cereal to spill across the floor. "Aye aye, señor culo de araña. You'd better hurry it right along though — I doubt we have much time before those moth balls show up soon." With that, he chucked the rest of the Froot Loops across the room, sending a rain of cheaply made breakfast shavings bouncing around the puzzled prisoners' feet, all the while yelling, "Eat your snackies, peasants!"

Peter nodded knowingly, rubbing his gloved fingers together with nervous anxiety. He knelt down beside a man dressed in orange who was staring back at him curiously, seeing that his composure was more stable than most.

"Mind if I start with you?" he asked him. The man appeared a bit confused at first, but eventually gave him a curt nod. Reassured, Peter stepped behind him and took hold of the chains that were holding the prisoner's wrists against the floor. He gave them a quick yank, and with the help of his enhanced strength, they easily snapped in half, freeing his hands. Peter then crawled back in front of him and did the same for his feet, feeling the eyes of every single person in the room boring into his red and blue form as he worked. Once that was done, he examined the weird gag device slapped across the prisoner's mouth. He felt along the edges of the muzzle until his fingers ran over something rough, and he found it to be a clip. He pressed down against the two sides, wondering if it really could be that simple, and was pleasantly surprised whenever a satisfying "click" sounded and the small buckle unfastened. The gag dropped off the man's mouth, and he sighed in relief, rubbing at his sore jaw and moving his freed lips around experimentally.

"Wow," he finally said, laughing slightly, "I can't believe I'm saying this, but thanks, Spider-Man."

Peter chuckled. "Uh, you're welcome…I think?"

The prisoner snorted, rising to his feet and stretching his stiff limbs. "Well, you were kinda the guy that got me thrown in jail in the first place. You know, car thief? Stuck me to a wall? Publicly humiliated me and all that?"

Peter remembered the nights of his early Spider-Man days rather well, seeing as they'd only been about six or seven months ago. His vigilante lifestyle had originally begun with him trying to find the man who had killed his uncle in order to avenge him, but things had changed after the Lizard showed up. So, he'd stopped _deliberately _searching for the guy who had done it, although his bad habit of checking for the iconic star tattoo on the wrists of his foiled convicts who just so happened to have long blonde hair tended to make an appearance every now and then. The fact that he had never been found still bugged him, but he tried not to let it drive his actions. But the man that stood before him had been a victim to his early crime sweeps, and he remembered quite well his sassy attitude and cruel treatment of the fellow, although he didn't regret it much. Spider-Man tried not to laugh as he recalled the night the prisoner was referring to, but simply couldn't contain himself.

"Oh, that was you? Skull cap? Small knife? Ahaha…yeah. That was, uh…fun. In my defense, my rather sadisticsense of humor was unwillingly bequeathed to me by my uncle, so I can't claim full responsibility for my actions."

"Hey, sadistic humor is supposed to be _my _bit," Deadpool yelled at him, crossing his arms. "If there's two of us in this story, that probably means the universe lady is going to chop me out of the next chapter."

"Just watch the hallway," Spider-Man snapped, making him mutter curses under his breath. The prisoner that stood beside him grinned slightly, shrugging his shoulders.

"Well, I suppose I can let bygones be bygones, as long as you can get us outta this psychotic science lab."

Spider-Man nodded, rubbing the back of his neck. "Yeah, I'll make sure of it." He then turned to face the gigantic mob of people still dotted across the floor. "I'm going to come around and break all of your chains. You'll be able to remove the gag things on your own — just unsnap the little clip at the back." He imitated the motion of doing so as he spoke, feeling somewhat like a flight attendant giving directions on an airplane. "Once you're free, try to help others around you. Just be sure to keep quiet."

He received an overwhelming amount of nods from the prisoners, then got right to work. He hopped from one person to the next, ripping off the restraints on their hands and feet with quick movements, each inciting a muffled cry of joy from the recipient. The repetitive motion began to feel monotonous as he did it over and over and over again, and still others waited for their turn. _How have they managed to take so many people prisoner without anyone noticing? _Peter wondered frustratedly, tearing the chains off of a woman's ankles. As the number of liberated people increased, the room began to fill with soft-spoken relief and excitement, and many were hugging one another and crying happy tears. After about fifteen minutes, Peter finally made it to the last prisoner, and with a violent jerk, he, too, was freed. The young man quickly removed the gag from off of his face and beamed up at Spider-Man, rubbing at his wrists.

"You — you're actually Spider-Man?" he asked him. Peter offered him a hand and helped him rise to his feet, then placed his fists on his hips.

"Yep, that's moi. Friendly neighborhood and everything," he confirmed, tilting his head to the side. "What gave it away?"

The man laughed. "A lot of things. I just can't believe you came! I was sure…everybody's been saying that you were dead."

Peter shrugged his shoulders. "It takes more than being stabbed with a gigantic metal stinger full of deadly poison to kill me," he assured him, "and I couldn't let being dead keep me from coming to get you guys out of here. Besides, Oscorp is apparently after my spandex-sporting ass just like every other damn company I've wandered into recently, so getting everyone in and out of here should be quite a _fun_ little adventure indeed."

The man smirked amusedly. "Well, thanks for coming for us. We'd all eventually be turned into those freaky monsters back there if it weren't for you."

_You're in here because of me, _Peter thought guiltily, but simply nodded. "No problemo, sir, but don't go thanking me yet." With a huff, he turned around and walked back in front of the bustling crowd of people, all of which were now standing and whispering energetically to each other. When they noticed the infamous red and blue masked vigilante standing before them all, their conversations quieted, and the number of eyes they fell upon him was impressive. Spider-Man clapped his hands together, grinning nervously beneath his mask.

"Alright, people. So here's the dealio," he began, his usual quirky tone prominent in his voice. "We need to hightail it out of here, right? Yeah. So, this is the issue — I seriously doubt we can sneak the heaping lot of us out the way Deadpool and I came in without being noticed. That's just not happening."'

"Deadpool?" a few of the female prisoners said in surprise, some instantly hiding behind one other and others giggling. At the mention of his name, Wade shoved passed Peter rather forcefully to stand right in front of him, grinning at the women with a suave look on his masked face.

"Hey, ladies," he told them with a wink, leaning on one of his katanas. "Haven't seen your sexy selves in a while. How's prison been?"

"Oh, just awful, Pool!" one of them whined shrilly, wrapping her arms around him. "I thought you swore you were gonna bust me out!"

"Me too!" another added, hugging him from behind. "What's the deal, Wade? I thought you cared about us!"

"And what are you doing with _this_ guy?" another woman scoffed, marching right up to Peter and glaring at his reflective white lenses with a look of disgust. "I thought you were on a call to bag this goody-goody asshole in a potato sack so he wouldn't keep handing us over to the cops!"

Deadpool wrapped his arms around the waists of the two girls clinging on to him like monkeys on a tree, grinning smugly. "Sorry, sweeties. Wade's been busy lately. Lots of people to assassinate, lots of money to collect, lots of fish in the sewers. You know the drill." He glanced over at Spider-Man, who was shrinking slightly beneath the rude woman's harsh gaze. "And I _was_ trying to deliver my main Spidey over there to mama's slaughterhouse, but things got a bit awko-taco. So, I came with him to help rescue you guys from this Oscorp shindig. Good thing I did, right?"

The fierce woman standing threateningly close to Peter spoke with a roughness to her voice, not taking her spiteful eyes off of his face. "You're still going to haul him off after this though, aren't you? I'm sick of him breaking into our bar downtown and ruining all the fun."

Wade pursed his lips. "Hmmm. I'll think about it. He's an aight guy. Wouldn't of found you all without him. Got my arm back for me. And he said chimichangas."

"Have you gone soft, Deadpool?" one of them asked, pecking him on the cheek. "Doesn't sound like you to team up with the hero type like him, let alone try to _save_ people."

Deadpool shrugged casually. "Nah. Just trying to keep things fresh, I suppose."

Peter stepped away from the scary lady looming over him, growing impatient with this creepy situation. "Hey, if you're all done, I'm kind of trying to save you and everyone else in here from being turned into_ hideous freaks of nature," _he snapped unapologetically,"so if you'd be so kind as to_ shut up_ so I can think, I'd be very grateful."

The ferocious women cackled slightly, spitting on the floor just in front of his feet. "Whatever you say, brat," she hissed, then strolled back over to Deadpool, cuddling close against his red and black frame along with the other two ladies.

Peter sighed irritably. "Thank you," he muttered, without any indication of actual appreciation in his voice, then addressed the rest of the people behind them. "Now then, as I was saying. This is what we're going to do. It's going to be extremely hectic and crazy and stupid, but after thinking about it, I'm empty on any other ideas." He crossed his arms against his chest adamantly. "Deadpool and I are going to lead a frontal assault straight through the heart of Oscorp, breaking down any doors we run into, heading up the three flights of stairs to the ground-level floor, and then right out the front doors of the building. You are all going to be trailing behind us, sticking close together, and trying to avoid any conflict. I'd suggest that we have a group of able-bodied persons in both the front and rear of the group to protect those in the center. I doubt you're going to be facing much more than a bunch of nerdy, startled scientists, but better to be safe than sorry." Peter scratched the back of his head in thought. "I know it sounds insane, but I think it's our best bet. They won't be expecting it. Plus, they already know that something's up, seeing that Iron Man and Captain America have caught their attention during their little hit-and-run expedition, so sneaking out is basically out of the picture." Lowering his hands to his sides, he stared back at all the curious eyes boring into his masked face. "So, what do you say?"

There was a long pause in the dark and crowded room. Peter sat in troubled silence, wondering what he else could do to try to convince them to follow his reckless plan, contemplating whether it was really even a good idea, until finally a single voice rose from the mob, loud and enthusiastic.

"I say, _hell _yeah, let's do it!" the car thief yelled, raising his fist in the air. "I don't know about ya'll, but I'm damn ready to bust out of this place!"

His cry suddenly incited a spark of excitement amongst the timid mass of people, which quickly rippled across the rest of the room and grew into a roaring fire. Cheers and hollers of approval were soon erupting from the all the prisoners, ringing loudly in Peter's sensitive ears and filling him with eager energy. He considered ordering them to keep quiet, but at this point, screw it. They were going to be spotted one way or another, so why ruin all the fun? With a loud laugh, Peter raised his gloved fist high into the air, grinning.

"Alright people," he yelled, turning on his heels and facing the door, "let's ditch this joint!"

With that, the army of hyped-up prisoners poured out of the room, their war cries echoing down the narrow halls and stirring the beasts inside.

….

"So, what are you doing after work?"

The young man was leaning against the wall beside the woman, who was busy typing something into her phone. She took her sweet time finishing her text message before answering, not bothering to look up from the screen.

"I dunno."

He swallowed nervously at her clear disinterest, but forced a crooked smile to play across his perspiring face. "Well, I was going to hit the coffee shop."

She scrolled through her Twitter newsfeed. "Cool."

Running his clammy fingers through his hair, he finally managed to muscle up a bit of courage, although it didn't show much in his voice. "So, would you, you know, care to join me?"

At that, the girl suddenly glanced up at him, causing his heart to jump. "Like, a date?"

He laughed awkwardly, shoving his hands into his pockets. "Yeah, sure."

To his surprise, the young lady offered him a soft smile, pushing her glasses up the bridge of her nose. "Well…"

At that moment, a sound like heavy metal rock concert making its way down the hallway suddenly met their ears, shattering the tranquility of their conversation. Alarmed, the two quickly glanced to their right. The noise grew louder and louder, until a skinny red and blue figure suddenly came whipping around the corner, skidding slightly on his heels before sprinting towards them with incredible speed. The young man rose off the wall, squinting his eyes in confusion.

"Is that…_Spider-Man?"_

Then, like a stampede of deranged cattle, around the corner poured hundreds more people, yelling at the tops of their lungs and thundering down the hallway in a mad dash straight at them. Utterly shocked, the two Oscorp employees screamed in fear and pressed up as close against the wall as they could, trying desperately to evade being trampled.

"Pardon us!" they heard Spider-Man holler as he rushed by, followed by the rest of the angry mob.

"Have a flabtastic day!" Deadpool screeched, slamming his elbow into the young man's gut as he zipped past them. The poor fellow doubled over in agony, sputtering, until finally the entire army of shrieking madmen had fled through the door on their left, and their voices soon faded into a far-off buzz. The young women carefully helped the man rise to his feet, who was coughing bitterly, before the two of them stared down the way the crazy train had departed, blinking in shock.

"What…the_ hell?"_

This was madness. Planned, justified, guiltily enjoyable madness, but nonetheless, _madness._

Fury was _so_ going to kill him. Again.

The pounding of their feet reverberated through the walls and down to the floors below, thoroughly alerting the entirety of Oscorp tower of their presence. Spider-Man's arms pumped at his sides as he ran, although he had to match his pace with to that of the people following behind him so that he wouldn't pull too far ahead. Deadpool skipped joyfully on his right, close on his heels, squealing with delight as he slammed the side of his foot against a handsomely dressed man's face, causing him to collapse to the floor and be thoroughly trampled underfoot.

"Was that necessary?" Peter scolded him between his heavy breathing, hoping the man was alright.

"Who _cares?" _Wade laughed maniacally, springing high into the air and yelling with joy. "It was _awesome!"_

Peter rolled his eyes behind his mask as he slammed through the next set of doors in front of them, leading to the third and final staircase that they needed to scale. He fired a web on to an upper flight's handrail and flung himself on to its skinny surface, securing his balance rather easily, then stared down at the swarming mob below.

"Come on! We're almost there!" he encouraged them, flying up the center aisle between the winding staircase with impeccable finesse. He flipped high into the air before landing against the tile, breathing steadily, then glanced up at the doors leading to the ground floor. Peter rose to his feet, ready to bust them down with a bunch of super-powered kicks and punches, but was taken by surprise when the doors suddenly opened, revealing a group of eight Oscorp employees. When their eyes landed on the famous red and blue vigilante standing before them, there was mutually shared gasp.

"Spider-Man!?" one of them yelled in shock, taking a step back. "How the…aren't you supposed to be dead?"

"I guess so, according to everyone I've spoken with recently," Peter answered with a shrug, cocking his head to one side. "Sorry to disappoint you, too."

"What are you doing in here?" another asked, his hand hovering over a belt around his waist. "How'd you even get in here?

Peter shook his head, taking a step forward. "No time to explain. Just step aside, people."

The man snatched a taser from his hip and aimed it at the approaching hero, inciting the others around him to do the same. "No. Stand down, Spider-Man. Don't make us tase you."

"So it's gonna be like that, huh?" Peter whined, clicking his teeth in disappointment. "Why is it always tasers? That's a bummer. Thought we could do this without having to web all your asses to the ceiling. But hey, have it your way."

At that, the men began firing off their weapons, and Peter watched as the hooked lines crept towards his body in slow-motion, itching to stick into his skin and zap the crap out of him. Spider-Man sprang into the air, easily dodging the attack, and fired both his web-shooters in unison, which struck against two of the eight men's chests. Deciding to deal them the hand that they had tried to play, Peter double tapped the tops of his palms, and watched in cruel amusement as the pair of them writhed and jerked from the electricity coursing through their bodies, causing them to cry out in pain. He then whipped them through the doorway and flung them high into the air, webbing their wriggling forms to the ceiling as promised. Before the others even had time to react, Peter had them all cocooned in a ball of webbing and was chucking them upwards to join their friends. He slapped his hands together once they were thoroughly trapped, marveling at his workmanship, only to notice that he'd missed one. A single man stood in the doorway, shivering slightly, still aiming his taser at him. Peter placed a hand on his hip, sighing.

"Just run."

He didn't need to be told twice before hauling it down the hall.

Deadpool came scrambling up the stairs at that moment, the rest of the muttley crew following close behind. "Where to next, Spidey dear?" he asked him breathlessly, then did a double take at the twitching forms on ceiling. "Oh. I see you made some new friends."

"Straight through the main lobby," Peter answered with laughter in his voice, a sensation similar to a student playing hooky jittering through his muscles. "This should be interesting."

Interesting was an interesting way to describe the situation. With a whoop of excitement, the mob poured through the doorway and on to the ground floor, leaving the men webbed to the ceiling in their muffled misery.

Peter felt kind of bad for the heart attacks he knew he and his army of nut cases were probably giving the innocent Oscorp employees of the upper floors, seeing that they had yet to be converted to the hellish operation being orchestrated beneath their feet. Still, their astonished expressions were hard _not_ to get a kick out of. They yelped and dodged and scrambled away as the mass of yelling men and women sprinted straight through the heart of the Oscorp building, led by the two masked men in skin-tight red suits, until finally, to Peter's disbelief, he found himself running right at the front exit. He felt himself smile beneath his mask, feeling as though he was leading a battalion of warriors in a victorious charge to battle, and with unnecessary enthusiasm, Spider-Man crashed though the doors and into the much-missed sunlight of the upper world, causing the people on the street to flinch away and gasp in surprise. He slammed on his brakes, breathing excitedly as they stared at him with dim confusion, and out from behind him poured the rest of his crew. They rushed past him in a hectic flow, whooping and hollering with joy, scaring the living crap out of the New Yorkers as they shoved through them. Their voices met his enhanced ears as they fled down the street in every which way, causing him to chuckle.

"We're free! Woohoo!"

"Sunlight! Sweet, sweet sunlight!"

"See yah, webs!"

"You're the bomb!"

"Thanks for saving us!"

"Please don't throw me back in prison."

"Thank you, Spider-Man!"

Peter realized that the majority of the people he had just released he was likely going to have to just deliver back to the police again at some point, but simply sighed and shook his head. He would cross that bridge when he came to it, and if anything, it would make his nightly crime sweeps a bit more eventful. For now, he was just glad that they hadn't been turned into chimeras, unlike the hundreds of others that he had been too late to save. As the last of them ran out of Oscorp, yelling with delight, Peter felt a hand curl around his neck threateningly, and he glanced up in alarm.

"Oh, I see how it is," Deadpool muttered, digging his fingers into his skin. "Everyone thanks the precious little hero for saving them, but no one shows wee little Wade any gratitude! My ladies didn't even give me a farewell smooch! I helped too, you know!"

Peter pulled away from him, rubbing at his neck sorely. "You only came because you basically blackmailed me into letting you come, so don't act so surprised. I still really don't really know why you even did that. And why do you even care what people think, anyway? You're a mercenary, not a hero."

"Ouch," Deadpool said, sticking out his lip, "salty Spidey. I'll have you know that I have my reasons for my present occupation, as I'm sure you do yours. Mainly because I get paid by the bucket loads, unlike _you."_

Peter sighed. "Whatever. I paid up my side of the deal. You had your little field trip. So, do you promise you won't tell anyone about my…about her?"

Wade smirked evilly beneath his mask, placing a finger against his chin, which made Peter nervous. "Hmm. I suppose, little spider," he cooed, grabbing Peter's face in his hands and squishing his cheeks, making him flinch away in surprised disgust, "since you're so dad gum _cute. _And since we're bros. Bros got to have each other's backs. This is some hardcore bromance right here. Can't afford to jack that up."

Spider-Man set his jaw tightly. "We're not 'bros,' but whatever. Does that mean you aren't going to try to capture me and sell my ass for cash anymore?"

There was a pause as Wade laid his sword against his shoulder, appearing mischievously thoughtful. "Maybe. Maybe not. Depends on how much ordering hippity-hops in the bulk costs, now that my chicks are free. Desperate times call for desperate measures, Spidey. Better watch your back, just in case I change my mind."

His answer was not very reassuring. But with that, Deadpool quickly hugged Peter tightly around the middle once again, crushing the breath from his lungs and causing him to groan. He didn't even try to squirm away this time, knowing his efforts would be futile, but simply stood in irritable patience, hoping he'd release him quickly.

"Have I ever mentioned that I hate you?" he muttered, feeling incredibly awkward as passersby gave the two weird looks. His snappy remark only made the mercenary squeeze him harder, causing his voice to crack at the end of his sentence.

"I know you mean _love~!" _Deadpool insisted, making Peter roll his eyes, until finally he dropped him back on to the pavement. Spider-Man backed a good distance away from him, wiping himself off, and Wade jammed his thumb over his shoulder. "So, you wanna hit the club down the road? Ooh, we can have a contest! Whoever can down the most shots in ten minutes and spin around in circles and keep from barfing their guts out the longest wins! You can even invite your Avenger friends! They all love me."

"I seriously doubt that," Peter snorted, glancing back behind him, "and I can't go yet. I have to go find Tony Stark and Steve. They're still inside somewhere, and they might need my help."

"Ugh," Wade moaned disappointedly, "you're such a buzzkill, Spidey. I hope you get your face bitten off by one of those ugly monsters, and that it doesn't grow back."

"Weren't you the one snapping at me for calling them ugly?" Peter retaliated, crossing his arms. "You seemed awfully bothered by it back there. What was the deal with that?"

Deadpool went quiet at his words, which seemed somewhat out of character. Peter didn't think he even _had _an off switch, but as he sat there in silence, he began to wonder if he had struck some nerve that was going to make him go nuts or something. His eyes bored into Peter's reflective lenses, making him feel a bit uneasy. Then, out of nowhere, Deadpool burst out laughing, his uniquely obnoxious voice startling Peter and grating against his ears. The mercenary then drew his dual swords from their sheaths and began slowly backing away, holding them low to the ground and walking with strange swaying movements.

"Let's just say the beasties and I share a common physical trait," he explained, stepping out on to the street. "We're not the prettiest girls on the playground." Gripping both of his katanas in his left fist, Deadpool suddenly reached back with his free hand and gripped the red fabric of his mask in his gloved fingers. To Peter's surprise, Wade began pulling it off of his head, and he quickly became curious to see what the face of the annoying psychopath looked like. With a quick tug, off came the mercenary's mask, revealing the person who laid underneath, and despite Peter's efforts, he couldn't keep himself from gasping.

"You sound surprised," Deadpool said simply, the corners of his cracked lips turning upwards into what Peter could only assume was a smile. The pockets of missing flesh in his marred face crinkled and stretched along with the movement as well, and his completely lifeless eyes squinted slightly. "I'm not surprised by your surprise. Surprising?"

Peter blinked, trying to swallow his horror. "Y-you're…"

"Hideous?" Deadpool finished for him, grinning. His sickly pale skin drooped off of his skull as if was melting, and his toothy grin was unnerving to look upon. "Yeah, I know. The Wolverine DNA helped keep me alive and gave me these _shweet _healing powers, but for some reason, my beautiful little face and skin are stuck like this. I'd rather not get into detail about it — it's not a very fun story. But, lucky for me, my mask and costume hide it for the most part, so the ladies still come a-calling!"

Spider-Man shook his head in disbelief. "How are you even alive?"

"Oh, the many questions of life, little spider," Wade mused, pulling his mask back over his face. "Maybe I'm not alive. Maybe I'm something else. Something cooler than alive." He slapped himself on the thigh, laughing. "Now, if you don't mind, my mouth is late for its date with the lovely miss _panqueque_ all-you-can-eat buffet on Bedford Avenue, and mama is _not_ a patient grasshopper."

Peter narrowed his eyes behind his mask, but was glad that the mercenary was finally, _finally_ leaving. "Uh, okay then. Don't let me keep you."

With a giggle, Deadpool wiggled the ends of his fingers innocently. "Bye, Pete," he told him, then took off straight across the busy street, hopping over honking cars and whooping like a maniac, until finally he made it to opposite sidewalk. He sprinted around the corner, skidding on his heels for a moment, then vanished in a blur of red and black down the road. Just like that, the Merc With a Mouth was gone. Peter now stood alone on the sidewalk, gawking.

"How did he…?" he began in absolute shock. Then, thinking back to his conversation with Gwen, he remembered the words she had left him with, and groaned. He sat there in silent spite of himself for a moment, hoping that wouldn't come back to bite him later, and yet, to his dismay, part of him was regrettably impressed. It amazed him just how annoying the mercenary known as Deadpool really was. It was, in a bizarre sort of a way, a power all its own. He seriously hoped he would never see that guy ever again.

With a hearty sigh, Peter turned back around to face the Oscorp building, his hands on his hips. His presence was beginning to cause a stir amongst the crowds passing by, many stopping to take pictures or just staring in amazement. He was, after all, supposed to be dead. Guess the cat was out of the bag, now. Jameson was going to have a ball tonight, coming up with some ridiculous story about Spider-Man's erratic reappearance to spew to his newspaper editors to print the next day. He wondered if he had been fired from his photographer position for the Bugle, seeing that he hadn't shown up with any new pictures of Spider-Man for about two weeks now. Oh well, that didn't matter anymore. He had a much more important job now.

Glancing back over his shoulder one more time, Peter let out a joyless huff, then took off towards the entrance to Oscorp yet again. He was becoming sick of this demented science nuthouse, and hoped that this was going to be his last trip through its ominous doors. As he tried to push past the jostling mass of bodies, finding no easy pathway through, he gave up and fired a web on to the wall above the doorway. With a leap, Peter flew from the ground and stuck against the sideways surface, inciting gasps from the people below.

"I gotta get through, people!" Spider-Man told them, waving his hand to the side. "So, if you don't mind, would you kindly clear a path for your friendly neighborhood—"

Then, out of nowhere, a sharp pain exploded inside his skull, causing him to gasp in surprise and his words to catch in his throat. Peter's spidey sense had suddenly gone wild, causing the back of his neck to prickle with goosebumps and his head to throb madly. Alarmed, he quickly crawled towards the doors beneath him, trying to figure out what was causing it. Before he could reach them, however, a chilling noise suddenly met his ears, causing he and the rest of the people below to cringe. Somebody was screaming.

"Run! Everybody _run!" _a muffled voice suddenly cried out from inside, which made the rest of the New Yorkers whip around in surprise. Peter watched as their eyes went wide in terror, and panic rapidly swept across the crowd. In one chaotic moment, they all to began scrambling around in a terrified frenzy, fighting to get away from the entrance to the Oscorp building as fast as possible. A loud ping rang out from inside, followed by a howl of agony. Peter dropped on to the now abandoned ground beneath him, watching as they sprinted in every which way in fearful confusion. An uneasy lump began twisting inside his throat, and after a moment of hesitation, he slowly turned to look back into Oscorp.

Instantly, a sound like a jet engine met his ears, and a very scratched and dented red and gold suit of armor zipped right above his head, causing him to jump. The metal man landed roughly against the ground, trying to direct the panicky crowds away from the area. Sprinting hard on his heels was a man dressed in a navy blue costume, breathing heavily, his body decorated in an impressive array of deep cuts and bloody gouges. He hopped over the motionless form sprawled across the ground, a trail of smoke slowly rising from its body. His gloved fists were painted red with crimson liquid, and when he spotted Peter standing in the doorway, he skidded to a stop, widening his eyes.

"Spider-Man!" he gasped, appearing relieved. "Thank God you're alright."

"Cap?" Peter said back in surprise, looking his battered form up and down. "I — yeah. I'm fine. I wish I could say the same for you, though." He stepped forwards, becoming increasingly concerned. "What the hell happened?"

Steve Rogers shook his head helplessly, "I…I'm not sure. But someone, some _idiot,_ he panicked when he found Stark and I, and so he runs over to the wall, and then the—"

At that moment, a crash followed by a chorus of screams suddenly sounded from behind him, causing the star spangled super soldier to whirl around. A wave of panicked Oscorp scientists came pouring out of the hallway in the back, all shrieking in terror. Peter was confused at first, his eyes switching from the dead creature lying behind Steve and the mob of fearful employees, grasping to put two and two together. Then, to Peter's horror, another army rounded the corner following the previous, only this time, the view made his heart rate spike in fear.

"Oh no," Peter breathed, terror welling inside his chest.

Before they could stop them, the tsunami of ravenous cross-species mutations began tearing into the screaming scientists, ripping the flesh from their bones and spilling their blood across the white tile floors.

The chimeras had been released on to the city.

_**The finale is coming, people. The big awesome team-up battle! Deadpool's little camio was enjoyable, I hope, cuz writing it was fun. If not, sorry, but not really ;) OMG. I just realized there's probably only like 2-3 chapters left for me to write of this story ;A; that makes me both happy and so sad. I'll make them amazing, I promise. A little encouragement, suggestions, and criticism in the reviews would be helpful, though. :) Once I'm done, I'll probably reread the whole story over again and polish it up a bit, so if you spot any mistakes or minor changes you'd like to be made, lemme know. It would be much appreciated. Thanks for the support, chapter 20 coming once I scrounge up the time to write it lol. :D**_


	20. Chapter 20

_Disclaimer: Roses are red, violets are blue. I don't own anything. Woohoo._

**_Huzzah, the chapter is complete. Took me long enough. I was originally going to try to cram everything I had planned for these ending chapters into 2, but about halfway through this i was like naw, this is too flipping long. So yeah, I think I'm having 2 more chapters after this one. I THINK. I bet I have a bunch of typos and stuff cuz I was too lazy to beta this one, sorry. Hopefully you enjoy anyway :)_**

_Chapter 20_

Back on top of the Oscorp tower those many nights ago, when he had faced the Lizard in the momentous battle that had led to Spider-Man truly making a name for himself in the Big Apple, Peter had nearly died. The sheer strength and speed of the cross-species was incredible, much more than he could handle alone and in his condition, and if it hadn't been for Captain Stacy's interference as Spider-Man was being suffocated beneath the mutated scientist's grasp, he was positive he would have surely been killed. Just one cross-species had caused city-wide casualties and destruction, nearly turned the population into an army of mutant lizards, and had almost succeeded in murdering Spider-Man.

And now, there were _hundreds_ of them.

Granted, they didn't appear to have the same intellectual capabilities and athletic physique that the Lizard had had, seeing that his lizard serum had been crafted over several years of careful work and analysis, while it seemed that Oscorp's new method of cross-genetics testing was to whip up as many chimeras as possible in hopes that one would eventually pop out like Spider-Man. Still, as Peter watched in horror as the beasts tore into the hapless scientists, drenching their white coats in splatters of red and leaving them to die on the floor as they moved on to their next victims, it became glaringly obvious that this was going to be _bad._

"Pe— I mean _Spider-Man!"_ Iron Man yelled from behind him, windmilling his arms as he led the crowds away from the Oscorp building. "I've got to warn the others! You and Spangles, don't let the chimeras escape the tower. We have to keep those things off the streets!"

Peter nodded hastily as Steve turned around, watching as more and more mutated beasts poured from every which way, growing closer and closer towards the doors. He sucked in his breath, realizing just how serious this was all becoming, and knowing that everyone inside Oscorp, innocent or not, was now trapped with these killing machines. They had to stop them before they could murder anyone else. Cap glanced over at the skinny kid who stood beside him, dressed in red and blue with his knees bent and his fists balled at his sides. When Spider-Man noticed he was looking at him, he stared back, his reflective white lenses hiding the fear in his eyes.

"Come on, we have to keep the fight contained here," Steve ordered him, snagging his shield off of his back. "What they've done already — that'll be the whole city if any of them escape. We protect the exits at all costs, and eliminate as many as we can while doing so. Got it?"

Spider-Man offered him a nervous salute, trying to suppress how terrified he was. "Aye aye, Captain," he answered with forced enthusiasm, a mixture of excitement and anxiety boiling through his veins. The two shared a curt nod, understanding the mission now laid before them. Then, turning their gazes forward, they took a steadying breath, shifting their weight back and forth between their feet, until finally they charged straight towards the growing mass of ravenous beasts, their feet sprinting across the floor in unison as they released a battle cry.

The moment Peter's fist connected against the forehead of the first chimera, which was a slimy-looking man with razor-sharp teeth, it roared in agony, which caught the attention of the rest of the cross-species. Abandoning their meals of scattered human flesh, the creatures began to swarm the two heroes, snarling and hissing and barring their blood-stained fangs. Spider-Man kicked the shark-man to the floor, causing to it to gurgle with rage, then whipped his elbow back to connect against the face of a rat-looking thing whose teeth were mere inches from his neck. He swung his leg above his head, which slammed against three more chimeras and sent them flying backwards, then punched another in the chest and felt its ribs crack beneath his balled fist, grimacing at the noise it made. A gorilla cross-species suddenly barreled straight at him, roaring barbarically, and he coated its eyes in webbing before firing a web at its chest, flipping the beast up into the air, and throwing it hard against the ground. As the fight continued, the wave of noises coming from the chimeras began to press against his ears, and to his disbelief, not all of it was the mindless garble he'd believed it to be. He unconsciously strained his sensitive ears to listen more intently, and found that he could pick out tangible words being uttered from the beasts amongst all the hissing, growling, and moaning.

_"Why__…"_

_"__Die! Die!"_

_"__Run!"_

_"__I can't…"_

Spider-Man ducked and rolled as an enemy flew over top of him, and an icy sickness pooled in his stomach.

_They can still talk? _he thought in horror, and his dread increased as more and more voices met his ears. He remembered that Scorpion had been able to speak, but that was only because of that enhanced armor he'd been placed in that had kept mind temporarily intact. These chimeras' consciouses were supposedly reduced to nothing but ravenous animal instincts, which apparently were driving them to want to kill everything in their damn sight. He kneed one in the chin that had leapt straight at him and punched it in the stomach, forcing himself to ignore the strangled voices. He had to stay focused, or the entire city would be in danger, all thanks to him. But the more he defeated, the more that came, and Peter wondered how much longer this could possibly go on.

Steve Rogers banged his shield against a chimera's nose, then slammed the edge of it between the eyes of another. He jumped into the air and delivered a powerful roundhouse kick to a pig cross-species' face before grabbing a bird lady by the throat and slamming her head into the ground. With his teeth gritted, he curled his fingers into a fist and uppercutted another chimera in the jaw, listening to the sickening "pop" that followed. His thick muscles rippled with his every movement and grew hard as rocks as he fought against his ravenous enemies, making his attacks all the more effective. Another chimera attempted to jump on to his shoulders and dig its vicious claws into his flesh, but he butted his shield into its gut and sent it flying across the room. His eyes followed the path of the downed beast, and movement behind it caught his attention. Behind Spider-Man's thin frame, which was punching and kicking and moving with incredible speed, a chimera that looked as if it was a man mixed with a grizzly bear was lumbering towards to the doors, its patchy fur and overgrown claws dragging across the tile. He socked another cross-species in the mouth before turning to face the exit.

"Spider-Man!" he cried, motioning with his shield towards the doors. "Don't let that thing escape!"

Startled, Peter dodged a swinging tail before whirling around to find the sneaky chimera lurking behind him, which stared back at his masked face and growled. He pointed his wrists at the beast and pressed down hard against his palms, sending two thick strands of webbing zipping across the room with a sharp _thwip_ that latched on to the creature's hairy skin. He double-tapped his upper palms, sending sparking currents of electricity snaking down the webbing that coursed through the deformed chimera's muscles and caused it to shriek in agony. Curling the webbing around his wrists, he dragged his catch across the floor, hissing with effort, then whipped the creature up off the ground and flung it away from the doors with all of his spidey strength.

"Batter up, Cap!" Peter hollered, swinging the roaring bear chimera his way. Steve got the message, suppressing a chuckle, and with a spin, he met the creature in the air with the edge of his shield, slamming the vibranium weapon into its spine and sending it sprawling across the floor, moaning. Satisfied, Peter charged back into the battle, leaping into the air to gain some leverage, then rammed his feet into the face of cow-woman thing and pushed off her head, flipping as he rose high above his many enemies below. Then, feeling the hairs on the back of his neck stand on end, Peter's spidey sense went off, and he glanced down at Steve Rogers pummeling the many chimeras writhing around him. But one cross-species, a serpentine woman, was creeping up from behind the super soldier, barring her hooked fangs and preparing to pounce on his leg. Spider-Man reacted instinctively.

"Look out!" he yelled, reaching the peak of his upwards ascent. He jammed his fingers against his palms, feeling the webbing fire from the slits in his wrists and rapidly accelerate as they travelled through his web-shooters. The webbing zipped just to the right of Steve's fighting form and splattered against the serpent woman's eyes, causing her to hiss in rage. He then whipped his arms back, causing her to slide blindly across the floor, and her snake-like body hit against the back of Roger's legs. The star spangled soldier stumbled backwards from the sudden impact, yelling in surprise, and landed roughly against the ground. He had basically become a sitting duck as the chimeras began to loom over him, ready to tear into his flesh as he attempted to scramble to his feet, and it was all Peter's fault. His muscles coiled beneath his red and blue spandex suit. He would not allow his teammate to be killed.

Firing two webs against the floor, Peter dropped to the ground in a spidery flash, landing in front of Steve in a low crouch and guarding him from the approaching army. A newfound energy seeped into his bloodstream, and he gritted his teeth behind his mask. When he landed the first punch against the closest chimera, the rest followed subconsciously, along with an uncountable plethora of kicking, smacking, webbing, flipping, backhanding, head-butting, and jabbing, all to protect his friend. When Steve managed to sit up, blinking in surprise that he hadn't been devoured, he watched in amazement as Spider-Man stood over him, defending Steve's vulnerable state with unsurpassed agility and power. It was like watching a soldier take out an entire infantry with one machine gun, except Spider-Man's fists were the ammo and deformed chimeras were his enemies. Was this really the same Peter Parker he had rushed to Avengers Tower that evening so recent, as delicate as a feather and lying lifelessly in his arms? He sat in awe for a moment, realizing just how valuable Spider-Man had become to their team since his acceptance, _especially_ now, then shook his head, coming to his senses, and quickly rose to his feet. Peter jammed his knuckles into the cheekbone of another beast, then felt a shadow cast over his face. He glanced up in alarm, and found himself staring down the gullet of cat-like chimera just as its weight landed on his back. It's mangled claws dug into his skin, and he felt a set of needle-sharp fangs grip into his shoulder. Peter yelled in surprise, fending off his front from one chimera and all the while trying to shake the one biting him off of his back, but without success. In a flash, Captain America's fingers curled around the edge of his shield, and he flung it into the face of the creature sinking its teeth into Peter's shoulder, which caused it to release its grip and collapse to the floor, yelping and pawing at its busted nose. Spider-Man glanced over his shoulder in surprise, glad that he had managed to keep the chimeras from ripping Captain America apart, and grateful for the quick save. He looked over to the hallway to their left, and found it to still be teeming with more deformed half-human half-animal beasts, flooding into the main lobby in enormous, hideous herds. Ducking to avoid a shrieking feathery woman and slugging another in the stomach, he shuffled forwards to dodge a set of menacingly curled talons, only to find the area filled with a swarm of dozens more chimeras. Peter jumped back in surprise, sweeping his legs across the ground swiftly to knock them away, but the space was filled with fresh sets of demonic eyes and salivating jaws seconds later. _What did those Oscorp scientists do to make these things bloodthirsty? _he wondered, unnerved by the thought. He backed away fearfully, realizing how dense the wall of chimeras was becoming, when he felt his foot slip on one of the many pools of blood that littered the floor. He struggled to gain equilibrium, barely managing to keep his footing, and felt the gap between he and the beasts grow narrower. A fox chimera snapped at his ankles, mere inches from biting him, and he scrambled backwards reflexively. Upon his jerky evasion, he felt his back suddenly bump against another's, and he cringed in alarm. Spider-Man and Captain America both whipped their heads around at the same time, relieved that it was just each other, but quickly realizing how critical their position was, and terror rose in their throats. Their rigid forms were encircled by the chimera's on all sides, which growled and hissed and roared at the two figures standing in the center of their ring of death. Sweat dripped down the heroes' faces as they stood beside each other, their eyes shifting between the beasts apprehensively and their muscles coiled in anticipation.

They were surrounded.

Steve breathed heavily as he clenched his bloody fists in front of his chest, waiting for one of the hundreds of cross-species mutations to make a move. "How you holding up?"

Peter's heart thumped violently against his ribcage. "I'll live," he answered, rubbing at the bite wound on his shoulder and flinching slightly, "you?"

Steve forced a laugh, the pains of his many scratches, bruises, and gashes becoming blatantly prominent. "Same. I hope I don't have to get rabies shots after all of this, though."

Spider-Man lifted his mask slightly and wiped his mouth with the back of his hand. "Geez, how many of these damn things are there?" he huffed, growing unnerved beneath the innumerably fierce glares.

"I have no idea," Steve replied, their small bubble of safety becoming smaller by the second. "They never seem to end. If it keeps going on like this, I don't know how much longer we can manage."

Steve felt Peter elbow him in the spine. "Hey, don't be such a Debby Downer. Come on, now — we're Spider-Man and Captain America! These mangy assholes don't stand a chance against a couple of genetically enhanced idiots in red and blue pajamas."

Despite their dire situation, Steve Rogers couldn't help but chuckle at that, holding his shield over his body defensively. "Suppose I can't argue with that logic. But if we just start blindly attacking, we'll be swarmed. Got any bright ideas to get us out of this little predicament before we're, you know,_ eaten alive?"_

The chimeras were now lashing out at them, growing impatiently as they snapped and clawed at their feet, and Peter had to think fast. He stared down at the intricate devices built into his Spider-Man gloves, and a rather unconventional idea came to him. He didn't have time to mull it over.

"Hey," he said, glancing over his shoulder, "ever fancy letting Spidey try out the the Captain's sport?"

Steve narrowed his eyes confusedly. "I beg your pardon?"

In that moment, Peter's spidey sense went nuts, and the chimeras all rushed towards the two heroes in the center of the room. Without explaining himself any further, Peter reached back and snatched Steve's shield right of his hands, causing him to whirl around in surprise.

"Hey!" he yelled. "What do you think you're—"

Spider-Man grabbed Captain America by the fabric across his collarbone. "Sorry, about this, Cap," he apologized. Then, with all of his spidey strength, Peter flung Steve across the room, inciting a yell of surprise to escape the super soldier. As his star-spangled form sailed through the air, approaching one of the wide beams supporting the ceiling, Peter fired a spurt of webbing from his wrist. His precise aim sent the web fluid zipping across the room and splattering across Steve's gloved hand just as he landed roughly against the beam, securing his palm against metal surface and leaving him hanging above the ground, just barely out of reach of the vicious beasts below. He groaned in pain from the impact, but Peter didn't check to see if he was okay. Curling his fingers around the edge of Captain America's shield, Peter flung it forwards like some sort of deadly frisbee. As the disk spun rapidly towards the charging cross-species, Spider-Man fired a strand of webbing from his web-shooters that latched on to the vibranium weapon's surface. He gripped on to the webbing with both hands, and with all his might, Peter spun the shield in circles around himself, fending off the chimeras that threatened to swarm him. The sound of bones cracking as the shield crashed into the bodies of the deformed beasts rang in his ears, and howls of agony echoed all around him. He struggled to maintain his momentum as the shield slammed into more and more of them, but the many impacts were slowing his speed and the constant spinning was making him dizzy. He didn't know how long he could keep this up on his own.

Steve shook his head, mildly irritated by Spider-Man's compulsiveness that had left him with a throbbing knot on his forehead, then turned his body around awkwardly as he dangled above the disturbing scene below, and his eyes grew wide. Peter was swinging his shield around like a some kind of weaponized lasso, trying to keep the chimeras from overrunning his small circle of safety, and he was, for a moment, impressed by the kid's creativity. However, as he stared down at the incredibly unbalanced fight, he knew it was only a matter of time before it all became too much for even the amazing Spider-Man to handle. He grappled at the metal's smooth surface, trying to gain some kind of purchase, but his efforts were fruitless. Growing impatient, he tried to tear the webbing off of his hand, but again without success. What was Peter _thinking,_ tossing him aside like a sack of potatoes like that? And now the kid was left to fight off all of the chimeras on his own. He seriously needed a lesson on teamwork.

Peter whipped the shield against some sort of canine chimera, then gasped as watched another come thundering towards him from behind out of the corner of his eye. He whirled around, bringing the shield with him, but it knocked against a different cross-species on his right, leaving his front side defenseless. Peter ripped the vibranium weapon forward desperately, trying to slam it against the rhino chimera's face, but his grip on the webbing faltered and he sent the shield sailing over the beast's head. Before he could stop it, the bulbous creature crashed straight into him, knocking the breath from his lungs and sending him skidding across the floor. Steve Rogers gasped,

"Spider-Man!" he yelled, watching as he slid against the ground. He broke into a violent coughing fit as the chimeras charged towards his red and blue form, ready to engulf him as he was down. Steve had to help him. He had to get out of this webbing, _now. _He glanced up at his trapped hand, and an idea came to him. Gritting his teeth, he kicked off the beam with his feet, all the while jostling his fingers about in his glove in attempt to free his hand. With a violent yank, he felt his wrist slip from the leather, and he began to question how smart this idea had been as he then free-fell towards the ground. With a grunt, he crashed to the floor, a second bump forming on the back of his head that matched the first.

Spider-Man forced himself to recover quickly, clutching his stomach as he rose to his feet, but the chimeras were on him now. He clenched his fists, realizing just how critical his mistake had been, and began throwing punch after punch and kick after kick, but there were too many of them. It was hundreds upon hundreds against one, and soon they began to gain the upper hand. One bit his leg, another slashed at his side, and still another dragged its claws across his chest. A horrible fear seized his heart, and he knew he was done for. Steve scrambled to his feet and glanced upwards, just in time to see the skinny red and blue figure vanish beneath the army of mutated creatures.

"No!" he cried, rushing forwards. "Spider-Man!"

Steve tried to fight his way through the crowd, snagging his shield off the floor and beating the crap out of the chimeras standing between him and Spider-Man, but he couldn't breach the wall fast enough. He would never reach him in time. The Captain felt sick to his stomach, refusing to accept the idea, and he reared his shield back behind his head as he desperately yelled out his teammate's name.

_"__Peter!"_

It was then that a strand of webbing shot out from underneath the writhing dog pile of beasts, zipping through the air a long ways before finally latching on to the ceiling high above. Their was a stir beneath the creatures, causing them to jump back and flinch away, until finally the majority of them were thrown backwards as Spider-Man forced his way out from under their deformed bodies, kicking a chimera off of his ankle and head-butting another that was on his back before firing another web from his wrist. With quick movements, he brachiated above the swarm, swinging carelessly as his many wounds throbbed beneath his skin. Steve watched him in amazement, wondering how on earth he was alive, but was quickly jarred from his gawking as Peter's arms gave out, and he tumbled to the ground, rolling across the floor and leaving long trails of blood in his wake. Captain America sprinted to his side, surprised to see that he was already trying to rise to his feet.

"Damn, son," he cursed, crouching beside him and helping Peter stand, noticing the deep tears in his costume and flesh that leaked thick streams of crimson liquid. "What the hell were you _thinking?_ I know you're not used to the whole 'team' thing, but you're going to get yourself killed trying to pull stuff like that." Despite his frustration, the kid had thoroughly impressed him with his performance, although he was too upset to admit it. "Don't be so reckless! You got that?"

Peter winced as he balanced his weight on his bitten leg, but forced himself to laugh. "Alright, alright, I get it. Geez, Spangles, don't be so uptight. You sound like my uncle."

Steve sighed. "I'm trying to keep you from being an idiot. Only an idiot would try to take on that many enemies by himself, especially when you have a teammate to help you out."

"You're just pissed because I webbed you to the wall and took all the battle glory like a spidery ninja badass," Spider-Man retorted with a laugh, clutching his marred chest, but quickly sobered up as he stared forwards. "We're not through yet, though."

The chimeras were approaching them threateningly, snarling and growing, lapping at their lips. No matter how much the two defeated, more would take their place. This fight was becoming hopeless.

"What do we do now?" Peter asked, poised defensively and feeling his ripped skin burn with his every movement. "We can't keep this up. They just keep coming."

Steve rolled his shoulders and gripped the edge of his shield tightly. "We can try, anyway."

Peter snorted. "Yeah. We're gonna die."

"Hey, who's being the Debby Downer now?" Steve asked with a smirk, his eyebrows narrowed slightly. "Um, whatever that is."

"Whatever," Peter scoffed coolly, then coiled his bruised and bleeding knuckles into fists. He could feel his body's healing factor revving into overdrive as it tried to heal his numerous wounds, although it would take a significant while before he was fully recovered. Despite it all, he shook his head, trying to focus his mind off of his aching bones and bleeding flesh and on to the unending army that was rapidly approaching them. He had no idea how they were going to pull this off.

Then, to the two battered heroes' disbelief, the doors behind them that they had been trying to defend all this time suddenly exploded. Cringing in surprise, they whirled around, both poised defensively. In a rain of shattered glass and flying debris, a massive green figure had suddenly crashed its way through the doors, it's thick body tearing straight through the wall as if it were tissue paper. Upon beholding the sight, Peter's heart nearly leapt out of his throat. The beast was barreling straight towards them like a green freight train on steroids, and he felt his instincts seize his muscles. Springing forwards rather ungracefully, Spider-Man tackled Steve Rogers's thick form, causing both of them to narrowly evade the charging beast's wake, and the two rolled along the floor just as it passed them. After recovering, they watched in amazement as it tore across the room and began completely decimating the half-human half-animal hybrids, swinging his fists sideways and sending the army flying back every which way. Peter scrambled to his feet, his eyes wide beneath his mask.

_"__Hulk?" _he gasped, grabbing the sides of his head in his hands. "Holy crap, as if this wasn't bad enough?" He looked down at Captain America helplessly. _"Now _what do we do?"

Steve rose to his feet gingerly. "Relax, son," he told him, dusting his costume off. "He's not attacking us. It's Banner. He's in control of the Hulk, more or less."

Peter ducked as a chimera sailed over his held, hearing it shriek as it crashed into the wall. "Well is it more, or less?" he asked fearfully, remembering the last time he'd encountered the gigantic green monster.

"It doesn't matter," he assured him, feeling relieved, "he'll keep them occupied."

That was fairly obvious as the Hulk backhanded another bout of chimeras across the room. Spider-Man just stood gaping for a moment, glad he was supposedly on the Hulk's side for a change, even if he had tried to trample them. Then a strange _whump whump _sound met his ears, startling an already jumpy Spidey, and he spun back around to face the pulverized doorway. Down from the sky floated a familiarly overdressed Asgardian prince, who was whipping his hammer in circles to somehow suspend himself in the air before he dropped to the ground and stepped through the gaping hole in the wall, broken glass crackling underneath his feet.

"We have come to help," he told them, securing his hammer in his fist and stopping in front of Peter. "Stark told us what happened, and we came as soon as we could."

"It's about time," Steve chuckled, walking up beside him. "We've had our hands full, just the two of us."

Thor looked Spider-Man and Captain America up and down with concern in his eyes. "You two are injured. Blood is seeping from you as we speak. Will you be alright?"

Steve slipped off his mask and wiped his scratched forehead with his hand. "We're fine. Just a little banged up." He strolled over to Peter, slapping him on the shoulder and causing him to grimace. "Parker here is a good fighter, even if he's reckless, and his abilities are much more appreciated when they're being used to help you, not the other way around."

He laughed at that, shrugging him off. "Touché," he said casually, then remembered the rather uncultured personnel he was speaking to as he was met with a pair of puzzled looks. "I mean, uh, same here."

"Swell work, Man of Spiders," Thor told him, placing one of his thick hands on top of his head, which made Peter hunch his shoulders and narrow his eyes. "For such a tiny man as yourself, you are quite impressive."

"Thanks," he grumbled, pulling away and rubbing the back of his neck. "Anyway, what should we do now?"

Thor looked over at the raging Hulk, frowning slightly. "Banner can handle the ones in here. You should come outside and help the rest of us." He turned back around, his red cape whipping through the air with his movement, and began making his way through the recked doorway again.

"Wait, what?" Peter stuttered in surprise, watching him traipse around the debris. He followed after him, jumping up on to the wall and crawling at his side. "What do you mean? What's going on outside?"

Thor stepped down from the demolished staircase and on to the sidewalk, a grim look on his face. "This."

Peter dropped beside him, staring out at the concrete city, and a sensation of terror swept over him. To his disbelief, hundreds of human-animal cross-species were littered across the streets, writhing on the ground, running in every direction, climbing up the walls of buildings, and gnawing on what Peter regrettably assumed were chunks of human remains. Some were snapping at each at one another, others were acting completely mental and running in circles, and still others were shrieking and screaming like they were dying, which may have been true. Police sirens wailed in the distance. Peter shook his head back and forth, horrified.

"How…how did they escape?" he asked in disbelief, his gaze sweeping across the overrun city streets. He was positive that he and Steve had kept all of them inside the tower. How could they have possibly gotten out? Captain America jogged out of the Oscorp tower close behind them, gasping as he took in the appalling scene.

"What the hell?" he hissed between his teeth, pulling his dark blue mask back over his face. "How did they get out here? And how could there possibly be this many of them?"

"I have no idea," Peter hissed, running his fingers over the deep claw marks in his chest and wincing, "but if what Fury was saying before was true, Oscorp has been working on making these since after my fight with Dr. Curt Connors, so that'd give them over six months of…uh…._production time_, I guess, to make all the chimeras they have thus far."

Steve furrowed his eyebrows nervously. "This is _much_ worse than I imagined."

Suddenly, a blood-curdling scream ripped through the air, causing Spider-Man to flinch. He turned to face where the sound had come from, and standing on the other side of the street, cornered by two cross-species mutations, was a woman. In her arms she cradled a baby, which was sleeping silently, and she was pressed up against the wall with absolute terror plastered on her face. She cried out again, her knees shivering as she spun around to guard her child with her back to the approaching beasts, tears streaming from her eyes. Spider-Man was sprinting across the street and springing into the air before any of the other Avengers had completely absorbed the situation.

With a _thud_, Peter landed in the narrow space that lay between the two civilians and the chimeras, his body low to the ground. The mutated creatures rushed at him in slow motion, barring their teeth, but they were hilariously outclassed. Spider-Man aimed his two web-shooters at their faces, coated their mouths in webbing with two quick taps of his palms, then fired a pair of web strands from his wrists that stuck on to their legs. He jumped up on top of a streetlight in one swift leapt, dragging the two chimeras along with him, and reeled in the flailing bodies to where he now stood. He encased them in stringy fluid, making sure that they were well restrained, then stuck them on to the bar of the streetlight and left them hanging there like trapped flies. Peter hopped back on to the ground, the wide eyes of the woman in front of him boring into his reflective lenses. The woman cautiously pulled away from the wall, wiping her tear-stained cheeks.

"I…y-you're…" she stuttered, walking up to him as he rose to his feet. She stopped before his skinny red and blue form, sobering up. "Spider-Man. I can't…thank you _so_ much. You saved me, and my baby."

Peter smiled weakly underneath his mask, terribly relieved that he had gotten there in time. "No prob. I'm glad you two are alright."

The woman looked down at her infant, who suddenly burst into bout of raspy crying that caused Peter to flinch. He lifted his hands hesitantly, not sure how what to do and feeling somewhat guilty for making the baby cry, but the mother had it under control. "Shhh," she cooed gently, hugging him close to her chest, "it's okay, darling. Everything's okay now."

"Actually, it's quite the contrary," Spider-Man heard a muffled robotic voice interject from behind him, and he turned around just in time to see Iron Man drop to the ground with a metallic _clank._ Jogging close on his heels were Natasha Romanoff and Clint Barton, both panting slightly and donning their fair share of cuts and bruises. Peter blinked in surprise.

"You guys," he addressed them, switching his gaze between their faces, "have you seen what's going?"

Natasha huffed exasperatedly. "Uh, _yeah. _The whole damn city's being invaded by these chimera things. Tony informed me of the situation."

Peter swallowed nervously upon hearing this, and a fresh wave of raw guilt landed on his head. This was all his fault.

Natasha marched up to the woman cradling her baby and grabbed her shoulder forcefully. "It's not safe here. We need to get you and everybody else off the streets." She glanced back at Stark. "The best thing people can do to keep from being mauled by these things is to hunker down in secure buildings. They need to wait it out until we find some way to handle it."

Tony nodded. "I've been spreading the message, but everybody's panicked, not surprisingly so." He pointed his metal finger towards the office building that they were standing in front of. "You, lady, get inside there, and don't you come out until you're positive the streets are safe. You hear?"

The woman nodded obediently, offering them one last look of gratitude, then slipped inside the building, and the sound of her wailing baby quickly faded as the doors swung shut.

From across the street, Captain America and Thor ran over to join the rest of them, knocking a few chimera heads on the way. Peter watched them as they came, their contrasting outfits somewhat amusing. When they reached the group, Steve couldn't help but crack an exhausted smile.

"Well, here we are again," he chuckled, placing his hands on his hips. "Anyone else getting a sense of deja vu?"

Tony's mask flipped up off of his face. "Not really. Y'know, the Big Apple. Being attacked. By a giant army of freaks that want to kill everything they see that we probably have no chance of beating. Nothing…familiar." He wiped the sweat off his forehead, puffing out his cheeks. "Anyone have an aspirin?"

"We've got to get rid of these things before they tear the entire city apart," Natasha stated, stepping forwards. "They're mostly accumulated in this area, feeding out of the Oscorp tower. Should we split up and take them on single-handedly, or stay together and fight them as a group?"

"Single-handedly is dangerous," Cap chimed in, rubbing the back of his head. "We should at least be in pairs. They don't seem so bad on their own, but when the attack in groups, they can be overwhelming."

"That'll take too long," Clint insisted with his eyebrows narrowed in thought. "And a few of them have slipped into the inner city that have to be dealt with first. We can't just leave them there."

"But if we go after them, the hundreds that are here will get into the city, too," Black Widow reminded them.

Thor gripped his hammer tightly in his fist. "The people's safety must be our top priority. We cannot lose sight of that."

"You guys could corral them here, and Stark and I could go after the other ones."

The Avengers glanced over at Spider-Man, who had surprisingly interjected their quarrel. They had forgotten for a moment their new addition to the team. Peter expected one of them to shoot down his suggestion in a few snarky words, but when no one objected, he continued.

"Stark and I know this city top to bottom, so we can navigate it the best. We're also the fastest, and can travel through the city directly rather than having to weave through buildings and traffic along the ground. We'll go out into the city and take out all the extras, all the while telling everyone to hide indoors." Peter turned around, facing the Oscorp tower, which was swarming with the humanoid beasts. "Meanwhile, you guys can stay here to try to keep the majority of the fight in this area. Hawkeye can secure an aerial view above the battle as your eye in the sky to keep those fighting on the ground safe from sneak attacks or whatever with his arrows. The big guns — Hulk, Spangles, Natasha, and Thor — will stay on the ground and defeat as many enemies as you can. I say we set a circumference around the tower, about half a mile out, that you guys have to keep the chimeras that are still here contained to. Stark and I will get the stragglers." He glanced back over his shoulder, waiting for a response. "What do you think?"

There was a silence that followed as the others mulled over his words. Peter began to grow antsy, listening to the distant growls and roars of the chimeras around them. Finally, Steve spoke.

"I think we should follow Parker's plan. It sounds like our best option, and we can't waste any more time standing around arguing about it."

Peter was surprised to see everyone nod in agreement. Steve turned to face Thor, his eyes stony. "You fly Clint up to the top of whatever tower is to his liking, then you and Hulk stay on the forefront of the fight, while Natasha and I defend the perimeters. We don't have our communication devices, so relaying information is going to be a bit more difficult. Guess we'll cross that bridge when we come to it." He looked back over at Spider-Man. "You sure you two can handle your part on your own?"

"We'll be _fine," _Tony assured him, wrapping a metal arm around Peter's neck. "Petey and I are solid. It's you guys who should be worried — those damn things never seem to end."

"We'll manage," Clint told him firmly, slipping an arrow out of his quiver, "and we gotta get going, _now. _I don't know if S.H.I.E.L.D. is going to try to send reinforcements, seeing how all of this is _their fault, _but if we're assuming they aren't, we're the only hope this city has at stopping this. The NYPD aren't exactly prepared to deal with things like this, as we've discovered in the past."

"True," Tony agreed, then looked over at Rogers. "Pete and I will rendezvous with you guys back here once we've finished our sweep," Stark told him.

Steve nodded firmly. "Let's have at it."

When everyone began to disperse without another word, Peter glanced left and right, unsatisfied. "Is no one going to say it?" he asked, crossing his arms. They all looked back at him, clearly confused. Peter sighed, shaking his head disappointedly, then raised his fist in the air. "Avengers _disassemble!" _

The lot of them laughed at that, in spite of the chaos swirling around them, and shot one another a few knowing smiles. It was strange how, just like that, they were all together in New York once again. There to protect the world from a threat that only their ragtag band of morons could apprehend. They had done it before, they could do it again. They had confidence in that. With a final nod, Captain America, Black Widow, Thor, and Hawkeye took off towards the sea of beasts swarming around the Oscorp tower. Thor grabbed Clint by the arm and carried him away like an Asgardian Mary Poppins with a hammer for an umbrella, while Rogers and Natasha ran towards their designated positions. Tony shook Peter's shoulder.

"C'mon, Pete. Stark and Spidey have a mission to do."

Spider-Man watched his teammates fan out across the hellish scene before them for a moment, then nodded slowly. "Yeah. Let's go."

Just then, a skull-splitting roar reverberated through the air, causing Peter and Tony to jump. There was a moment of stillness, but it was quickly shattered seconds later. Crashing through the already crumbling doors of the Oscorp tower, drenched in blood and sweat that poured down his muscles, was the Hulk. His sickly green body was covered with chimeras, which were clinging on to him like mutated leeches and refusing to let go. The Hulk shrieked with rage, trying to shake the creatures off himself as he swung his fists about and kicked at the ones crowding around his feet, but more and more kept advancing on him. He grabbed a handful of them and chucked them through the air, and the sound their bodies made as they hit the ground made Peter's stomach turn. Peter shuffled forwards, wanting to help somehow.

"We've got this guys!" Steve hollered at Iron Man and Spider-Man, pointing down the road as the setting sun cast bloody streams of light across the battlefield. "Go!"

Before Peter could object, Tony seized him by the wrist and blasted off the ground, dragging his red and blue form behind himself as he zipped into the air. Peter cried out in surprise, feeling the heat of Iron Man's repulsors burning against his skin as they ascended higher and higher. He glared up at Tony Stark's red and gold suit, half-wishing he wasn't wearing his mask so he could see just how pissed off he was.

"Hey!" he yelled at him, feeling the world rushing rapidly beneath his feet. "The _hell_ is your—?"

"They can handle it," Tony interrupted him adamantly, "and our fight is elsewhere, Spidey. We've got a lot of ground to cover, and not a lot of daylight left to do so. I don't fancy fighting these things in the dark."

Peter turned his head to look back at the rest of their team, who had vanished behind a wall of buildings, although he could still hear the Hulk's bellowing voice and the sound of lightening crackling through the air in the distance. He hoped they'd be alright.

"Try to keep up," he heard Iron Man tell him smugly. It was then that the grip on Spider-Man's hand suddenly released, and he felt himself tumbling towards the ground. He flailed his arms for a moment, startled, then came to his spidey senses and fired a web strand from his wrist, quickly becoming revived by the familiar sensation of his body swinging down the streets of the city. He chased after the armored man as he zipped around the corner, keeping up with his pace rather easily.

"Fair enough," he agreed, soaring through the air at his side for a moment before dropping back towards the earth again and catching himself with a tap on his palm, "but how are we going to find all of them? This city is huge, so they could be anywhere, hiding."

"Don't sweat it, webs," he assured him, slowing his speed down a bit. "I've got it covered." Stark's squinted his eyes behind his metal mask. "Jarvis, switch to thermal imaging mode."

_Right away, sir, _Jarvis's exotic voice responded. Peter had forgotten about Stark's personal A.I.. Iron Man's glowing blue eyes went from their usual light blue to a yellowish color, and he scanned the world beneath him intently.

"These chimeras are a combination of two genetically distinct lifeforms, correct?" Tony asked him. Peter somersaulted on his left, moving with incredible expertise.

"Yeah."

Stark narrowed his eyes. "If that's the case, then I bet their heat signatures are all out of whack. Mixing two species in the way that Oscorp has, where they're, like, literally _squished _together in one body; I don't think their body temperatures would be normal, especially if they were combined with a reptile or something."

Peter shot another web filament from his web-shooters. "I guess so."

"So if I'm right, we should be able to find them rather easily." Tony banked to the left, then descended briskly. _"There."_

Peter followed Stark's gaze to the large plaza that lied beneath them. All seemed normal at first, until a scream suddenly tore through the air. A small group of creatures was sprinting across the open square towards the hapless people gathered in the center, sending them into a frenzied panic. Alarmed, Spider-Man released the webbing from his wrist and began dropping downwards rapidly, feeling the wind whipping past his body increase. The earth was approaching at a dangerously fast pace, but at the perfect moment, just before he splattered against the ground like a bug on a windshield, he fired a web on to a nearby streetlight, swung underneath it, and landed on top of a parked taxi, his body poised preparedly. Iron Man descended next to him, hovering just above the pavement.

"All of you, get out of here, _now!"_ Stark ordered the flustered people, pointing at the hotels, restaurants, and other buildings outlining the plaza. "Get indoors and hide, unless you want to be _mauled."_

That got them moving real quick. Without another word, Tony tok off after the pair of chimeras on the right, while Peter sprinted towards the two on the left. Spidey kicked the first one in the side, who was a carnivorous-looking chimera on all fours, and webbed it's struggling body to the street. Satisfied, he turned to face the next one, which appeared to be mixed with some sort of canine. It lunged at him with its fangs, which he easily dodged, and as it flew past him, he grabbed its head in his hand. The dog-man thing screeched with rage, and he slammed its face against the ground, causing its nose to gush with blood.

_"__Kill me!"_

Spider-Man froze. His heavy breathing caught in his throat, and he felt a strange fear claw at his insides. The world seemed to go silent around him.

"Wh…what?" he barely managed to utter. His grip on the chimera's head faltered, and the creature suddenly bolted upright, blood dripping off of its lips and its eyes wide with insanity.

_"__Please kill me!"_ the man begged, leaning towards him. His teeth were stained pink, and his mouth was half-deformed into the shape of a muzzle. _"I want to die! Kill me!"_

Spider-Man began to slowly back away, horrified. Something wasn't right. Something wasn't right with the chimera that sat before him._ His eyes. His face._ Peter's cheeks had gone pale. He _recognized_ this man from somewhere. It wasn't anything major. Just some petty criminal he had picked up on one of his many nightly crime sweeps. But he _remembered_ him. This was a _person _sitting in front of him. He wasn't a monster. And he needed his help.

Peter licked at his lips, his hands shaking slightly. "I…no," he said gently, crouching down. "I'm not going to kill you. It's…it's going to be alright."

A bright blue blast suddenly lighted the pavement on his right. Peter glanced that way in surprise, and felt his blood run cold. The chimera that Tony had been fighting had a hole seared straight through its body, which seeped ghosts of smoke that dissipated into the air. The woman just stood upright for a moment, a look of terror in her all-too-human eyes, then collapsed to the ground, silent. He just stared at her, feeling chills dance across his skin. He had seen this woman before.

The sound of Stark's repulsors charging up yet again pinged in his ears, and he shifted his gaze over to him in alarm. He was aiming his palm at the other chimera's forehead, which was a snake-looking man. He didn't look much older than Peter was. Spider-Man reached his hand out slowly, feeling helpless.

_Wait… _he thought in terror, watching as the blue energy collected in the center of his metal hand. Time seemed to moving in slow motion. _Don't do it!_

The snake-man shrieked maniacally, its scissored tongue flickering between its lips.

_"__Help me!"_ It cried, until the repulsor blast was finally released from Iron Man's palm. The bright blue energy cut clean through the chimera's face, leaving a gaping hole through his head, and just like that, he fell to the ground dead beside the woman. Peter fingers shivered against the pavement, and his eyes refused to turn away from their two mangled forms. These were _people._

Tony's eyes went wide beneath his mask. "Spidey, watch out!" he yelled, running towards him. Peter turned his head, and found that the dog-man was jumping at him, his teeth threatening to latch on to his throat. His instincts kicked in, and he rolled across the ground to evade the attack. The man hit the pavement and skidded for a long distance, growling.

_"__Please!" _he cried pathetically, rendering Peter useless once more. When Tony realized that Spider-Man was doing nothing offensively, he aimed the guns built into his shoulders at the beast.

_"__Wait!"_ Peter cried, audibly this time, but Stark ignored him. His targeting system locked on to the creature's head, and without a word, a single bullet zipped from his armor and shattered the chimera's skull, leaving him dead instantly. When his body fell beside the others, Peter felt his stomach twist in disgusted horror, and he sat on his hands and knees against the pavement, staring into their lifeless eyes.

"What's your deal, Spidey?" Stark scoffed, his hands on his hips. "This would go _much _faster if we both did our part."

"Why did you do that?" Peter hissed between his teeth quietly, his head hung low.

Tony cocked his head to the side. "What are you talking about?"

Peter leered at him lividly. "You _killed_ them. Those were _people,_ and you just killed them."

Tony appeared puzzled, flipping his mask up off of his face. "They're chimeras. They had to be killed. That's the only thing we could've done."

Spider-Man rose to his feet, taking a threatening step forwards. "We could've helped them! You heard that man — he was asking for help, but you just blasted a hole through his head!"

Stark bit the side of his cheek. "I know. But we couldn't have helped him. These things don't have minds anymore, webs. You saw — they try to _kill_ everyone they see."

"Did you ever think that there _might_ be a way we could help them?" Peter yelled, his fists balled at his sides. "I _knew_ these people, Stark! They're criminals that I've caught out on the street while you and the rest of the Avengers have been sitting on your asses in your damn mansions. We can't kill them like animals! They could be fixed somehow. Banner might know a way, or we could run some experiments, or we see if some Oscorp scientists know how—"

"Do you seriously think we have time for that right now?" Tony countered, becoming frustrated. "People could be dying as speak."

"People are dying _right now,_ thanks to you!" Peter retorted, marching up to him and jabbing a finger against his chest plate. "We can't just murder people who need our help because we're too afraid to even try!"

"We _did_ try!" Tony yelled at him, shoving his skinny form away. Peter stumbled backwards, taking a moment to regain his balance, then stared at Iron Man with a confused expression on his face that was hidden behind his mask. There was a silence that hung between them before Stark elaborated.

"When we went into Oscorp and discovered all the chimeras, I tried to find a way to fix them. Some way to separate them back into the animal and the person they were before the mutations. It was the secondary mission I'd set for myself upon entering the mad science labs. I even sent all the data to Banner and had him try to figure out whenever I hit a wall." He raised his eyes to meet his reflective white lenses, remembering once again that Spider-Man was really just a kid. "But believe me when I say this, Spidey. There is _no way_ to separate them. Their bodies are completely fused together now, right down to their genetic coding. If we tried to separate them, they'd just tear to pieces. Trust me, if there was a way to fix them, I'd be all for that. You know I would. But there isn't." Stark flexed his robotic fingers uneasily. "The best thing we can do is put them out of their misery. That way, they won't be suffering anymore, and they won't be able to hurt anyone else. You have to understand that this is the right thing to do."

Peter shook his head slowly, the denial he had been clinging on to all this time suddenly vanishing. He then clasped his face in his hands, unable to believe that his existence had led to so many people dying already, and now even hundreds more inevitably so. "But…there has to be…some other way…"

Tony shook his head from side to side, his expression making the hopelessness of the situation clear, and Peter suddenly felt weak.

"This…is all my fault," he whispered, falling back down to his knees. The sun slipped beneath the crest of the horizon, blanketing the ground in long shadows. First it was the Lizard, who had been created because of the equation he had given to Doctor Conners. But now _this._

"I started _all_ of this," he said quietly. Guilt hung heavily over his body, making him feel as though he was being crushed. This was not what he what he had wanted. He had never wanted anyone to get hurt because of him. He just wanted to help people. He suddenly wished with everything he was that he had never become Spider-Man. That he had never put so many people's lives in danger because of simply _existing._ That now, the only thing he could do for the hundreds of people that had been experimented on by Oscorp under his name was _kill _them for their own good, for there was nothing he could do to help them. Peter Parker had never felt so powerless and worthless before in his whole life.

Stark stared down at the kid who sat defeatedly on the ground who was obviously in distress. He swung his arms at his sides uncomfortably, not sure what to do, then forced himself to walk over to him. He knelt down beside his crumpled form, his armor whirring with his every movement.

"Hey," he tried to say gently, although being comforting had never been his strong suit, "don't be like that, alright? This wasn't your fault. You had no control over it."

When Spider-Man didn't respond, Tony sighed heavily. "Look, Peter. Guess I'll go all angsty backstory for a moment." He blinked. "Before I became Iron Man, I wasn't a good man. Well, I've never really been a 'good' man, but, whatever, you get the idea." He clicked his teeth together before continuing. "My company, Stark Industries, was funded by the government to make weapons. Not your wimpy-ass guns and bullets — the big stuff. Huge missiles, bombs, grenades, tanks, high-grade machinery meant to cause as much death and destruction as possible. I became rich off of war and people trying to kill other people. And I did nothing to stop it — hell, I didn't even _care. _For years, my weapons were being used not just by the U.S. military, but by a terrorist group called the Ten Rings. They used them to kill the soldiers I was traveling with, and thousands of innocent other people in both Afghanistan and America. Thousands of people, _dead,_ because of what I had created. And I didn't even _think_ about trying to stop it until my own cowardly ass had to face the demons that I had created directly. After I managed to escape a near death experience at the price of my friend's life, I finally decided to try to fix what I had done." Tony laid his hand on Peter's shoulder, which was shaking slightly. "Do you get what I'm saying? I didn't even have the conviction you're feeling whenever I was personally initiating the murder of thousands. I was, quite literally, a heartless asshole. But I owned up to what I did, and the fact that I have to live with it the rest of my life doesn't bring me down — rather, it's my motivator every day to build the best suits I can to protect as many people as I can." Giving in, he sat down on to the pavement, crossing his legs. "But here's the thing, Spidey — you didn't do _anything _to make what is happening happen. You got that? Even if you gave them the idea of the whole chimera thing, you didn't ask them to. You didn't want them to. And the fact that you're beating yourself up about it makes you ten times the man I am. It was S.H.I.E.L.D.'s demonic think tank that dreamt this nightmare up, not you. Even if Spider-Man never came to be, they would've found some other way to achieve whatever the hell this 'perfect army' thing they have going. It was going to happen no matter what. We're just lucky that you_ are _here, because you can help stop this. We can fix this, but we need you're cooperation to make that happen. Alright?"

Peter didn't move for a moment longer, letting his words sink in. He hadn't been aware of the whole story behind the infamous Tony Stark until now, and he was shocked by it to say the least. How could someone come back from something as self-detrimental as that to become one of earth's mightiest heroes? He didn't know if he had that kind of power. He didn't know if he even _wanted_ it. Maybe the world would be better off without Spider-Man. Whatever he did, even if he thought it was to help people, always seemed to backfire and end up getting people killed. Who was he to keep trying to do the right thing if it never worked in the long run? That being said, sitting here in the street on his red and blue ass crying about it wasn't going to change the crisis that was happening _right now. _He might not be able to save the people who had been turned into chimeras, but he could use the power he had to keep them from hurting anyone else. Peter allowed a shaky sigh to escape his lips, then raised his head to face Tony.

"Alright," he finally answered, realizing how dark it was becoming, "I'll keep fighting." He swallowed the lump in his throat painfully. "But…I can't kill them. I _can't._ I'm not like you. I've never done it before — well, not intentionally, anyway. It just doesn't feel right. I'll restrain them, keep them from attacking people, but that's all I can do. I'm…I'm sorry."

Stark patted him on the shoulder, then helped him rise to his feet. "Okay, then. You catch them, and I'll take care of it from there." A slight uneasiness entered his eyes. "But I have to tell you, that's not going to cut it all the time. I know this isn't the best advice, coming from someone like me, but there's going to come a time when you have to kill someone. Not because you want to kill them, but because you have to protect someone else from being killed _by_ them. That's just how it works. I'm not going to be an ass and make you do it right now, but I just want to let you know. That's what it means to be a hero or whatever — we have to be willing to do the crap that others can't, for the greater good and all that." Stark shook his head, his mask dropping back over his face. "Aw, hell. I sound like freaking _Spangles._ Patriotic bastard must be rubbing off on me."

Peter nodded slowly, feeling somewhat guilty for making him have to do all the dirty work, then rubbed his eyes through his mask. "Let's just get this damn thing over with."

Tony grinned. "I second that," he agreed, slapping him on the back. Peter wanted to tell him in some sort of indirect way that he was grateful for what he had done, but decided to wait until later. The squirming form still trapped underneath the cocoon of webbing suddenly caught Tony's eye as it writhed against the ground, hissing, and he frowned. Quickly aiming his arm at the creature, a small gun rose up from underneath the exoskeleton of his armor's forearm, which fired a pellet faster than Peter could blink. The pellet made a small _thump _noise as it entered the chimera's body, and it instantly went still and silent. A chill went down Peter's spine, but he tried not to let it show.

"Let's get going," Tony stated firmly, the sound of police sirens beckoning them in the distance, "there are plenty more where that came from."

"Yeah," Peter said, firing a web from his wrist that latched on to the wall of a nearby thrift store, "let's go."

Stark lifted off of the ground, the repulsors on the bottoms of his feet humming to life, then rocketed off into the sky. Peter glanced back over at the dead people sprawled across the ground, offering them one last look which he hoped conveyed the thousands of apologies he wanted to give them but didn't have the time to formulate into words, then leapt off the earth and followed after Iron Man, zipping between the buildings of New York effortlessly. The moon had begun to rise over the uncharacteristically empty streets.

As Tony banked past a middle school with Spider-Man hot on his heels, he suddenly came to an abrupt stop. Peter slammed on his brakes, flipping backwards and sticking to the wall, feeling kind of chilly in the cool night's breeze.

"What's wrong?" Peter asked him, puzzled.

"Oh, hell," Tony whispered, zipping around to the other side of the building, "please let me just be seeing things."

Spider-Man crawled after him. "What do you mean? Seeing what?"

With the accuracy his thermal imaging lenses had shown in the past, it was clear that what he was seeing was legitimate. A swarm of discolored orange dots was moving far below them, underneath the city, invisible to all except himself. He glanced back over at Peter.

"We've got to warn the others," Tony told him sternly. "There are literally hundreds of chimeras, right here in the heart of the city."

Peter was shocked. "What? _How?_ How is that even…?"

Before he could finish, however, he was startled by the sound of metal clattering against the pavement. He glanced down below to where the noise had come from, and a feeling of disgust churned in his stomach as the realization became clear. The sound had been a manhole cover being burst through and landing against the ground. Out of the crater that now yawned in the street, more chimeras began to slither from, their deformed bodies squeezing through the gap as they fed into the city. Peter's cursing was muffled through the fabric of his mask.

"The damn things are getting in through the sewers."

_**Oh **_**_nooo not the sewers! Next thing you know, the ninja turtles are going to show up. NOT. FYI, to all you lovely review writers out there who have been so helpful to my story thus far, I know my story has lots of probs that you have pointed out. Don't sweat it though, cuz after I'm completely down with all the chapters, I'm going to go through and revise the ENTIRE THING. That way, it'll be polished and pretty :) so if you see any changes that you think should be made, plz let me know, yada yada yada. I want to be a cinematographer when I'm older, so I can take criticism. Don't sugar coat it, por favor. I need the truth! Thanks as always, love ya'll, see ya for chapter 21. The big team-up chapter! :D_**


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Avengers, Spider-Man, Adventure, Humor