Avengers, Spider-Man 1. Changes

Chapter 1

**Peter's POV**

It's been 2 years, 10 months, 1 week, 4 days, 16 hours, 47 minutes and 27 seconds since Gwen Stacy died. I know, I know, I should have stopped counting a loooong time ago but I just can't bring myself to do it. The image of her dead at the end of _my _web still haunts me to this very day.

Man, did that start out on a depressing note. Although it's been hard getting over that night, things have been looking up for your friendly neighborhood Spider-Man. Hey, I'm 21, top of my class at Columbia (Gwen would be so proud) and one thing you might find hard to believe is that I'm now a part of the Avengers. I know right! I still can't believe it.

That is a loooong story that I will gladly tell you in full detail another day, but for now all you need to know is that another global threat about 7 months after that night, one that I could actually help out with this time cuz when the first battle of New York happened I was still just Peter Parker and everything was relatively normal, came down to earth and the next thing I knew I was being recruited to be an Avenger!

It wasn't instant though, don't think that it was a happy ending like that. Unfortunately all the Avengers have heard J.J's opinion on me and they agreed with him and didn't like me very much. The only ones that were on my side was Natasha and Bruce cuz they know what it's like to be antagonized like that. The rest came through in the end and let me join the team, but it was hard to get everyone to like me.

Thor didn't take too long to get to come around. He saw what use I was out in the world as Spider-Man and back home at Stark Tower as Peter Parker. He's like a big brother to me now, which is awesome cuz I always wanted one of those brothers that'll beat up anyone who picks on me.

Clint didn't want to like me at first but after much persuasion from Tasha he decided to give me a chance, naturally he and I got close very quickly. It only took one game of trying to kick each others asses at Mario Kart and it's like we were best friends for years. It kind of reminded me of how Harry and I would used to hang together before... you know.

Tony was pretty hard to get through to. He would tolerate me at most. If something happened on a mission and something would hit me, he wouldn't even try to stop it or to help me up. We barely talked to each other and when we did we argued. It wasn't till when we were on a mission and I was critically injured, he looked the most worried and scared out of everyone. He wouldn't let me leave the Stark infirmary for 2 weeks and i insisted I was fine. Since then he was very protective to me and showed me his soft side, a side that he never showed anyone ever. He's like the father I never had, I mean besides Uncle Ben of course.

Steve, oh Steve, he was a tough nut to crack. He was pretty much the same way Tony was maybe worse. He is all 'Truth, Justice and every Avenger needs to be a true hero!' Needless to say he wasn't to happy when I, a vigilante from Queens, came into the picture he wasn't too happy. He told me to leave on multiple occasions and when I stood up to him he was pretty surprised. When I was injured he took care of me with Tony but still wasn't too impressed with me so I had to sit and talk to him, basically I told him that I knew I wasn't a perfect hero and how I'm still a kid and have a lot to learn. He is the only Avenger I talked to about Uncle Ben's, Captain Stacy and Gwen's deaths. He gained respect for me and told me about how he lost a friend back in WWII and that he came back a monster. He became like a second to me alongside Tony.

The team told me about when they first assembled, it was under the direction of S.H.I.E.L.D. I heard about what happened with S.H.I.E.L.D and how it was Hydra all along and only a quarter the organization were true S.H.I.E.L.D agents. Steve told me that Hydra were the ones that brainwashed Bucky and turned him an assassin.

They also told me about a man named Phil Coulson. He sounded like a good man, I wish I could have met him. Apparently a guy named Loki whose Thor's brother, sorry _adopted _brother as he stressed so much, stabbed him through the heart right before the battle of New York happened. Poor guy.

So that's whats been going on. Even though it hasn't been easy and as much as I miss Gwen, things have been looking up. I'm doing great. I've let her go. I've moved on. At least I'm trying to.

* * *

**Gwen's POV**

_'...we.. ...acy. ...wen st...y. gwen stacy... GWEN STACY!'_

My eyes snapped open and I looked around. I felt really weird and all of a sudden I was very confused when I saw a bunch of scientists and guards standing around me, but they all either had Oscorp lab coats on or had tactical gear with a weird octopus like symbol on it.

"Glad you could join us miss Stacy." A man in a turtle neck said as he walked up to me with a taller man next to him in the same gear as the other guys but with no helmet on.

"Wha.." I started but started coughing violently. My voice sounded weird, it sounded like I haven't used it for a long time.

"Here, this might help." The man next to the turtleneck guy handed me a glass of water. I thanked him and took a sip.

"What's going on? Where am I?" I finally asked.

"Well, miss Stacy, first things first. Look down." Turtleneck guy told me and I looked at him confused and looked down, I didn't see anything strange. My shirt was off and I had black pants on, which is really weird because I remember putting a skirt on this morning, not pants, but it wasn't too out of the ordinary. "A little to your left." I heard. I looked over and jumped back in shock and fear. My arm was gone and was replace with a metal, more muscular arm.

"What the hell did you do to me!? Who are you!?"

"My name is John Garrett and this is Grant Ward. We are with Hydra and we need your help miss Stacy."

"My help? Yeah right. That's never gonna happen. Just take me home, I wanna see my family, my friends...my boyfriend. I need to let them know I'm okay."

"Your family? Your friends? They think you're dead Gwen. They've all moved on from you." My eyes widened, no way is Garrett telling the truth.

"Your lying, I just saw them all the other day."

"Miss Stacy, what is the last thing you remember." Ward asked me and I rattled my brain for a minute.

"I was with Pe-" I cut myself short, there is no way I'm gonna tell these guys Peter's secret. "I was assisting Spider-Man defeat this man named Max Dillon who went by Electro."

"Right, Spider-Man, as in your boyfriend, well I guess ex boyfriend, Peter Parker?" Garrett said.

"How did you...?"

"Oh please, his identity isn't secret anymore, the whole world knows who he is. This isn't news really, a press conference was held when he became an Avenger." Whoa. How long have I been out?

"When did all that happen?"

"Miss Stacy, what is today's date?" Ward asked me.

"May 2nd, 2014. Right?"

"Miss Stacy, today is March 29th, 2017." It's been almost 3 years? No way this lunatic is telling the truth. I really need to get out of here. I tried my best to get out of my confines. The brace that came undone was the one under my metal arm. I reached out and grabbed Garrett by the throat.

"You're lying! Let me go and take me home!" I yelled at him as I started to choke him harder. He shoved what looked like a mouth guard in my mouth and then he punched the spot that connected my new arm to my body, and it hurt so much that I let go of him. Two Oscorp scientists shoved be back into the chair I was in.

"I'm sorry we have to do this miss Stacy." Garrett said as he rubbed his neck. I tried to sit up but the scientists pushed me back down. "But you could have ended up like Mr. Peterson over there." I looked over to a tall man with one red eye and was covered in cybernetics. "See we had to implant something in his eye that at the push of a button I can blow a hole in his skull. I'm not gonna do that to you, but you won't remember this conversation or anything else for that matter."

What the hell is this psychopath talking about? I gave him a confused look before the scientist to my right pushed a button and something came down around my head. Garrett and Ward began to walk away, but Garrett turned back and said one last command.

"Wipe her."

All of a sudden I felt an electric shock that got stronger every second. I screamed at the top of my lungs as I bit down on the mouth guard as hard I could. The last thing I thought of was Peter before I completely blacked out.

* * *

**There that is. I actually got this Idea after seeing CA:TWS because I had a feeling that Gwen would die, but I wanted to see TASM2 before I started writing this.**

**OMG TASM2 is so good! Don't listen to the critics, don't listen to the haters, go see the movie for yourself and make your own opinion if you haven't seen it yet. **

**Anyway thanks for reading, I hoped you liked it! Please review!**


	2. No Where to Turn

Chapter 2

**Thanks for the favs an follows and reviews!**

**Shit, I forgot this last time. Marvel/Disney own Captain America: The Winter Soldier, Agents of S.H.I.E.L.D and the Avengers and all the characters associated. Sony owns The Amazing Spider-Man 2 and the characters associated.**

**One question for you guys. What should Gwen's code name be? Like how Bucky was The Winter Soldier? I'm kind of drawing a blank there.**

**I don't own anything.**

* * *

**Peter POV**

I'm standing by Gwen's grave again. I've stopped coming here as often as time passed by, but today is a special day. Today is her birthday. March 30th. She would have been 21 years old today, heh maybe we would've went out for drinks together or something. Thinking of that kind of hurt because it reminded me of all the things that she never got to experience.

I got pulled out of my thoughts when I felt my phone vibrate in my pocket. I took it out of my pocket and saw that it was Clint.

"Hey Clint." I answer.

"Pete! Where are you man? Clint yells and I had to pull the phone away from my ear.

"I'm out? What is it Clint, I'm kind of busy right now."

"Doing what?"

"I'm..." I pause. Steve is the only one who knows about Gwen. I'll get around to telling the others one day, but today isn't that day. "..visiting an old friend."

"Alright well say bye kid, you have to come back here. We have a mission and we're wondering where you are."

"Ok, Ok, calm down! I'll be there in a few."

"Alright, hurry up. See ya." He hung up and I hung up and put the phone back in my pocket.

"Well Gwen, duty calls. You know how it is." I sighed and placed the rose I had in my hand on top of her grave stone. "I really miss you, and I know I can't say this enough, but I'm so sorry Gwen. I love you, I always will. Happy Birthday."

I run off and spun a web to the nearest building. It really doesn't matter now if anyone sees me, my identity isn't a secret anymore. I thought it'd be harder on Aunt May but she said that she already knew on some level. It didn't really surprise me too much, she was smart like that and there were nights where I barely even tried to keep the secret. I guess I just figured she was asleep

* * *

**Gwen's POV**

I opened my eyes and I was blinded by a white light. When my eyes adjusted I sat up and looked around. Where the hell am I? I see what looks like a lab table and a weird machine that was attached to something that was over my head.

"How are you feeling?" Some creep in a lab coat walked up to me. I looked behind at the lab table and then looked back to him. I think he knew that I knew what he was going to do. "Don't worry. I'm only going to run a few tests ok? We just want to see how your body is handling your new attachment."

What new attachment? I looked at him confused and followed his line of sight and saw that I had a metal arm. It scared me, but I didn't scream. I just stared at it in shock. I turned back to the scientist and saw that he was about to inject something in my side, before he could I knocked the syringe out of his hand and grabbed his neck.

I threw him across the room, hitting the lab table in the process, knocking everything over and leaving him unconscious. I got up and ran to the door and tried to open it but saw it was locked. I used my new arm to try and punch the doorknob off but instead the whole door flew off of it's hinges. I was about to run out when I felt something hit my new arm.

I looked down and saw a small electric disc attached to my arm, preventing me from moving it. I went to remove the disc but I was interrupted by a voice.

"Now hold on. I'm pretty sure you don't want to do that." A man in a turtleneck walked up to me. I ignored him and ripped the disc off. "Defiant. I can respect that."

"Who the hell are you?" I asked as I spun my arm around and flexed my hand, regaining control over my arm.

"Don't worry about that. All you need to know is that now you work for me and you will do whatever I tell you to do." Is this guy serious?

"Yeah right, why would I do that?" I asked and he sort of laughed.

"Because without me you're screwed."

"What are you talking about?"

"Answer this for me. What's your name?" Seriously, that's the question he asks? That's stupid. Of course I know my name.

"Seriously? I think I know my own name.'

"Alright, than this won't be a challenge. Tell me. What's your name?" I was about to answer him but I drew a blank. Wait, wait a second I know this. It's... I'm starting to freak out and I guess he sees this because he does that half laugh again.

"Okay then. Next question. Do you know who this is." He holds up a picture of a guy who looks around my age, had short brown hair and brown eyes. He was also carrying a camera. He looked sort of familiar but I couldn't put my finger on it so I shook my head no.

"Very good. Ok, how about this?" He lifted up a picture of a guy swinging around in a red and blue spandex suit.

"I have no idea."

"Last one. Do you know who these people are?" In that picture I saw the red and blue guy again along with a big green guy, a red head in a skintight suit, a guy with a bow and arrows on his back, a guy in an iron suit, a guy with long blonde hair carrying a hammer, and a guy in a red white and blue suit with a shield. Who the hell are those freaks?

"I have no clue. Why are even asking me?"

"I'm asking you because I need you to wipe them out." Wipe them out? Like kill them? Why does he think I want to do that?

"Why would I do that? I don't know who any of these people are and even if I did, I'm not a murderer." I'm not a murderer, am I? No, no I'm not, I may not know my name but I know that much. "What if I say no?"

"You can say no. You can leave right now if you really want to. But where would you go? What would you do? Good luck finding a place to stay with that arm of yours. A few years ago all of America feared a man with that same exact arm, if someone see yours, heh, well let's just say they won't react to well."

"I'm willing to take my chances." I say starting to walk out the door. I was at the door and my metal hand was on the doorknob when he started talking to me again.

"Just so you know we will get these people with or without your help, but a lot more people are going to die without your help." I freeze. I don't want that. I start to get angry and I clutch the doorknob harder "But hey, it's your choice. Let thousands of innocent people die, or make it quick and east for these 7 people."

I turn my head towards him without letting go of the doorknob. "You're a fucking monster." I hissed.

"Well then, I guess we have something in common then don't we?" I let go of the handle, which was now crushed beyond recognition. I walked towards him and he had a smug smirk on his lips. When I got close I reached out, grabbed his neck, and pulled him close to my face.

"What's stopping me from killing _you _right here, right now, huh?" I stared to squeeze harder but all of a sudden an electric shock went through my arm and shot through my entire body. I yelled in pain and let go of him, when I did the pain suddenly stopped.

"You see that disc that I threw on your arm prevented you from hurting me or any other of my comrades." He said as he began to rub his neck. "It seems you are out of options now, aren't you." He's right. I have no where to go, no one to go to and if I don't help, thousands of others might die.

"Ok."

"Very wise choice." He threw a bunch of black clothes at me. "Here, get dressed. My men are already out, it's time for us to catch up." He began to walk away but turned back to me one more time. "Oh, and welcome to Hydra."

* * *

**Peter's POV**

I got back to Stark Tower and went to the mission briefing area where the rest of the team was waiting for me.

"Nice of you to finally show up Parker." Tony said.

"Jeez Stark, what crawled up your ass and died today?" I asked.

"Funny. But this sin't the time for funny."

"Sorry, sorry. I'm kind of having a rough day. So what's going on."

"Well," Steve began. "There a number of armed men wrecking havok in midtown."

"Is it like a local gang or more serious?" Nat asked.

"No I don't think so, the weapons are way more advanced, military grade, maybe even more powerful than that." Tony stated. "Maybe even more advanced than anything I could make."

"Wait, who is the guy leading them?" I asked. Tony zoomed the camera on the only guy without a helmet on and giving people orders a small description came up on the side.

"His name is Grant Ward. He was a fake S.H.I.E.L.D agent and a mole for... oh no." Tony trailed off.

"What is it?" I asked.

"He ended up being a agent for Hydra." An unknown voice interrupted. A man walked in with five other people behind him. I looked over to the rest of the team and saw them all freeze.

"Uh guys?" I tried to wave my hand in front of them, lame I know, but it's worth a shot. They didn't move. "What just happened?" I asked the man as I got ready to strike because I didn't know if these people were a threat.

"Relax Mr. Parker, we're not a threat." A British woman said kindly.

"They're just not used to seeing ghosts." The man said and then I put two and two together.

"Wait, are you..." I started but the rest of the team interrupted.

"COULSON!?"

* * *

**Cliffhanger! Sort of. Anyway thanks for the awesome response and I hope you enjoyed this chapter. Let me know in the reviews what Gwen's code name should be. Thanks for reading! Please Review!**


	3. New Faces

Chapter 3

**Wow! Thank you all so much for your response! I'm glad to see that so many people enjoy this. Thank you so much!**

_Reviews:_

_Justathought: First of all, awesome name suggestions! Second, that is a very good question. One thing that you have to keep in mind is that this is written in Gwen's point of view, so this is only what she knows so far, things might run deeper than what she sees, stay tuned all will be explained. Also, I gave her the arm as more of an offensive weapon, Gwen isn't skilled at combat like Bucky is so I figured that she might need an edge. Her arm is more technologically advanced than Bucky's was because not only was it Hydra but also Oscorp, a company with unlimited resources._

_Mirlana: Thanks for the review! The British voice is Jemma Simmons from Agents of S.H.I.E.L.D. She is the Biochemist on Coulson's team._

**I don't own The Amazing Spider-Man 2, CA:TWS, Agents of S.H.I.E.L.D, or The Avengers or any of the characters associated.**

* * *

**Peter's POV**

I jumped back when everyone shouted Coulson's name. I was very surprised to say the least. I mean I never met the guy, but I've been told on multiple occasions about who Phil Coulson was and how he died quote 'still believing in heroes'. Apparently his death was the glue that formed the team in the first place. So... why is he standing right here in front of us?

"You're Phil Coulson?" I asked, breaking the silence.

"Yes I am." He answered.

"Like, _The _Phil Coulson? The one who died before the battle of New York?"

"That would be me. Well, I'm not dead, but I can see why you would think that."

"How is that even possible?" I heard Bruce ask.

"It's a long story for another day, but for now we have more important business to take care of." Coulson says as he starts heading towards Tony's holotable.

"Wait, whoa, whoa, whoa. Hold on, you can't just barge in here and start to touch my stuff! That's be a problem if we thought you were alive." Tony said.

"Stark is right, Son of Coul." Thor started. "We deserve an explanation as to why you are alive. I saw my brother stab you with my own eyes. You should not be alive."

"Yeah, and who are these guys?" Clint asked pointing to the four people behind him.

"Ok, Ok. I will explain everything that I can in time, but for now can we please focus on the situation at hand?"

"Ok, we'll take baby steps." Steve said. "First, you tell us who these people are."

"Alright." Coulson agrees than he turns to his team. "This is Melinda May. Clint and Natasha know her, or at least know of her." He pointed to an Asian woman who was wearing a S.H.I.E.L.D uniform.

"Wait is she..." Clint began.

"The Calvary?" Natasha finished. They both went into fangirl/boy mode.

"Pleased to meet you. And don't call me that." May told them

"This is Antoine Triplett." Coulson continued.

"Oh man, it's so great to meet you guys." Triplett said and went to shake everyone's hand.

"You look kind of familiar son." Steve said to Triplett. "Have we met before."

"Well, no Cap, but my grandfather was a howling comando."

"That's where I know that name from!" Steve said happily.

"This here is Jemma Simmons, former level 5 agent as well as our resident biochemist and doctor." He pointed to the woman who spoke to me earlier.

"It's great to meet all of you." She said happily.

"And lastly this i-" He started but I cut him off.

"Um, sorry to interrupt, but is she Ok?" I asked pointing to the one girl that he hasn't introduced yet. She looked like she was about to explode and had a Joker grin on ever since they got here.

"I-I-I'm fine Peter, or Spider-Man or Mr. Parker, or what-whatever you want me to call you is cool." She said bouncing with joy. I swear she's gonna explode.

"Peter's fine. Um, what's you're name?"

"This is Skye." Coulson said, trying to calm the woman down. "She is, or was, our newest agent as well as our computer hacker. She's also a bit of a fan." Yeah, a bit is a little bit of an understatement.

"Sorry for the freak out earlier, but man I can't believe I'm standing in front of the Avengers! I mean, the fucking _Avengers_!This is so cool!"

"Ok, now that we have introductions out of the way, let's get to work." Coulson said as he and his team walked towards the holotable. We all gathered around it so Steve can continue.

* * *

**Gwen's POV**

I followed the psychopath out of the facility after I got dressed. I looked back to see the sign of the place. Ravencroft? I don't know why but that name seems kind of familiar. I ignore it as I follow the dude into a van.

"Don't worry sweetheart. We're gonna have a lot of fun, you'll see." He said to me, I ignored him as he started to drive away.

"Where are we going?" I asked.

"Times Square." I looked at him confused for a minute. "Right, you don't know. Well to keep it short, it's a really fun place, but a lot of shit goes down there too."

"Like what?"

"Well, the last major incident happened around 3 years ago. A man with electrical powers went nuts and destroyed most of Times Square."

"So what are we going to do there?"

"That electric man, we like to call him Electro, was killed in battle. But we think there can be a way to revive him. Oscorp had placed a chip of sorts into his head that monitored his energy level. We believe if we find the chip, we can bring him back."

"Why though? I mean from what you said he's dangerous, why bring him back?"

"Because we need him to help operate our secret base. Hydra fell about 2 years ago, but we need to kick start it up again in order for Hydra to run."

"What is so important about Hydra? What does Hydra do?"

" The world needs order, without order there is chaos. We are the good guys. The people I showed you before, they are the bad guys, they are the cause of this chaos, that's why we need to take them down."

I nodded in understanding. I'm not totally sure if he is telling the truth but all I know is that Hydra needs me and they seem to be doing what is right. We suddenly stopped and he got out of the van.

"Wait, what's your name? What do I call you if I need you?"

"You can call me Garrett, or sir, whichever works. Now, what do I call you?" Garrett asked and I couldn't think of anything.

"I-I don't know."

"How about... The Ghost. Yeah, that has a nice ring to it." The Ghost. I know that isn't a name or my real name. Must be like a code name. I can work with that. "Ok Ghost. Ready to get to work? I got out of the van and he handed me a gun and a mask.

"Yes sir." I said as I put the mask on.

* * *

**Peter's POV**

"How is this possible? I thought Hydra fell like 2 years ago?" I asked.

"We thought so too." May said. "But apparently they are trying to work their way back into the world."

"They don't seem to be doing that much damage yet, but we should eliminate them while we have the chance." Steve said. "We should get down to Times Square. Suit up everyone." Steve said and we started to go but Natasha stopped us.

"Wait, hold on. Look." She pointed to the video feed and we saw two people head towards the scene. One was an older man wearing a turtle neck and the other, well I couldn't make it out because she is wearing a mask, but she was blonde, dressed in black and the weirdest thing is that she had a metal arm.

"That isn't possible." I heard Steve say.

"What? What is it?"

"That is the same arm that The Winter Solider had, but that isn't him." Natasha said.

"Which means they put someone else through what they put Bucky through." Steve said and then he started to get angry. "Ok, first thing we do is find out who that is and try to get through to her. She probably doesn't know what is going on."

"Alright everyone, you heard the man!" Tony said as he got into his Iron Man suit. "Let's suit up and move out!"

* * *

**Kind of short, but things will get exciting soon. Quick shout out to cabrera1234 for the name suggestion! Thanks for that, awesome name!**

**Thanks for reading! Please review!**


	4. Fight at Times Square

Chapter 4

**Sorry I took a while guys, but I had Graduation and Family members coming over and all that shit to deal with, and on top of that... I had writers block...**

**Ok, Holy Shit! Ok, Go see X-Men: Days of Future Past, it's so awesome! God, why can't 20th Century Fox, Sony and Disney/Marvel get along. I want all of these guys in one universe! God people, get it together!**

***Sigh* Anyway, thank you all again to everyone for the positive reviews! I really appreciate it.**

**Again, I don't own anything.**

* * *

**Peter's POV**

When everyone was suited up, we headed out. Bruce, Tasha, Clint and Cap took the Quinjet. Coulson's team took their Plane, or the Bus as Coulson called it, and obviously Tony went in his suit and Thor did his Hammer twirl thing then took off.

I was just going to swing there, but everyone would get there before me so I decided to web Tony's suit and just hang on while he flew. Yeah, I could've webbed up one of the planes, but it's more fun this way because it makes Tony so pissed.

We eventually got to Times Square and saws all the Hydra agents. They saw us arrive, but they didn't look too impressed. All the soilders raised their guns and were about to start firing but a voice interrupted before they could.

"Whoa, whoa, whoa hold on there fellas!" A man in a turtleneck came through the crowd. "That's no way to treat our guests of honor, now is it?"

"Guests of honor eh?" I quipped. "I know we're awesome, but-"

"Garrett?" Coulson interrupted me. "What are you doing here?"

"Oh relax Phil, we aren't trying to steal anything, or cause any trouble. For once we are doing what SHIELD is supposed to do. Investigate crime scenes, Protect the ordinary from the extraordinary, you know how it goes."

"I highly doubt that you are willing to protect anyone but yourself Garrett. Whatever you're looking for, I'm sure there's something in it for you."

"You are a perceptive one Phil. But unfortunately I can't let you know what it is. You know... It's classified." Coulson was about to say something else when Garett beat him to it. "Alright, have at it boys. Just ry not to make too much of a mess." He snapped his finger and more troops came out, we were so outnumbered and so screwed.

Everything happens in a blur. All of the Hydra agents began shooting at once. We began fighting them while Coulson's team began protecting civilians and helping them find safety.

Tony and Steve were taking on the guys in the front while Thor, Clint and Natasha took on the guys towards the back. It didn't take long for Bruce to Hulk out, but when he did, everyone was fair game.

In the middle of all the commotion, My Spider-Sense went off and I heard Garrett into his earpiece. "Alright Ghost, you're up." Ghost? Who's Ghost?

My Spider-Sense went off again but it was much stronger this time. I looked around and I didn't really see anything too suspicious until I saw a little silver ball roll up to where me, Steve and Tony were. It started to flash and I realized what it was.

"LOOK OU-" I started to yell as I tried to pull Tony and Steve with me as I jumped out of the way. But before I could get far away the ball blew up and sent me, Tony and Steve flying back.

I look up and see everyone continuing fighting the last of the Hydra solders. I turn to see Tony starting to get up and then I turn to Steve. He look like he was knocked out and was bleeding pretty badly. I ran up to him, Tony following me, and went to check on him.

"Steve?" I tried to shake him awake but he would't budge. "Come on Cap, wake up!"

"He's alive." I heard Tony say, I'm assuming he just did a quick medical scan on Steve. "But just barely. I have to take him back to the Tower."

"Alrig-" I began but was cut off by my Spider-Sense again. I turned and my vision zoomed in on the girl with the metal arm running away from the scene. My eyes widened when she jumped up really high and dug her hand into the side of a building. She pulled herself up and launched up to the rooftop and started running again.

"What is it?" Tony asked, Steve was now in his arms.

"I got the bomber. Look." I pointed and he looked and saw the figure running away. "I got her. Just get Steve back to the Tower now!" I said. Tony then flew off as I jumped up about to shoot a web line.

"Peter?" I heard Nat call me. "Where are you going? We could really use your help here!" She turned to me as she continued to thwart away the rest of the soldiers. She used her taser bracelets and took out two guys at once.

"Steve. Bomb. Tony. Tower. Bomber. Running. Gotta Go!" I quickly summarized. I swung away and I didn't look back to see if she understood or not.

I landed on a roof top and saw the girl running away. Whoa, she's fast. I started to run as fast as I could and jumped across the rooftops, she was still going too fast so as I was hopping from rook to roof I started to web zip to catch up.

Eventually I got to the roof where the girl was on. She was running towards the edge of the building to jump off, but I shot a web line out to her hopefully to stop her.

What surprised me was that she stopped running, turned around and caught the web line with her metal arm before it hit her. I just stood there shocked and I didm't have time to react when she pulled on the web, hard enough to send me flying towards her.

She caught me with her metal hand around my neck. She began to tighten her grip as she pulled me close to her face. She went to grab my mask and she pulled it off. Her eyes widened and she loosened her grip a little bit before her eyes hardened and her grip got even tighter.

I was about to pass out when I saw her eyes soften slightly and she threw me aside. I grab my neck and tried to catch my breath. She jumped to the next roof and I watched her as she continued to run off.

"So I guess that was Ghost." I said to myself in between coughs. I pushed myself to my knees and watched as her figure faded. I went to grab my mask when I heard a familiar booming voice above me.

"Friend Peter?" I heard Thor ask as he landed on the roof beside me. "What happened? Why did you retreat from battle?" He asked as he helped me stand up.

"I went after the bomber." I told him. "She got away though."

"We will have to track her down another day. Right now we have to return to the Tower of Stark. The Captain is severely injured and Friend Tony has requested your return."

"Ok. Did you guys defeat the soldiers?"

"Yes, however Garrett and Grant Ward got away. Are you able to swing Peter?"

"I'm not sure. Ugh I can barely stand."

"No worries friend." Thor proceeded to pick me up and toss me over his shoulder and he did his little hammer twirl thing before he shot up.

I was so lost in my thoughts on the ride back to the tower. How was this girl? Why did she have a metal arm? One thing I kept going back to was her eyes. The emotions in them made me think that she didn't know what she was doing, they seemed so blank.

And Why did she look so surprised when she saw my face? Everybody knows my identity by this point. But her eyes softened for a moment, something in her decided to let me go. One more thing about her eyes though, why did they seem so...

Familiar?

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**Pretty intense chapter, eh? I'm not Canadian, I don't know why I'm saying that a lot. **

_**PLEASE READ THIS!:**_

**1) If you guys need some ****imagery for the battle scene, If you saw X-Men: The Last Stand (Bad movie I know) it's kind of like that last battle scene with all the Brotherhood mutants vs the X-Men**

**2) I have a question for you guys; I know that the story is pretty crowded ****right now, but later when things clear up would you guys like to see the X-Men make an appearance?**

**3) One more thing, I'm writing a new story, a lot of you guys would probably like it. It's called Partners in Crime. It's a Peter/Gwen story and it's what would happen if Gwen didn't die. You'll like it, go check it out.**

**Thanks for reading guys and as always, please review!**


	5. Memory Relapse

Chapter 5

**Ok, so I got a mixed response about the X-Men thing, so I'll let you guys know what I decide to do because I'm not sure yet either way. Maybe just one or two. We'll see how things play out.**

**Again, t****hank you so much guys!  
**

**I don't own anything**

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**Peter's POV**

"Is he gonna be Ok?" I asked as we all stood around Cap. He was asleep, I think in a coma, he was all stitched up and was hooked up to a heart monitor, which was beating normally.

"Yeah, It's Cap. He'll pull through." Tony said. "We should probably not hover around him though. He needs his space. Coulson, it's best that you and your team stay here until we take Garrett down, you know him best. Come on, I'll show you guys where you'll stay."

With that we all went different ways. Tony led Coulson's team to where they'll stay, Bruce went up to the lab and I think Natasha, Thor and Clint went to go train. I was heading towards my room when I felt a tug on my arm. I turned around and saw Natasha with a serious face on. She pulled me aside from everyone else.

"Tell me." She said.

"Tell you what?"

"About the bomber. Who was he?"

"Well it was a she first of all."

"Tell me about her."

"I didn't get a good look at her, but she was fast, strong, had a metal arm." I saw her eyes go wide and she looked away for a moment. "What's wrong? Sound familiar?"

"Yeah... A little too familiar." Natasha went into deep thought for a few minutes, it came to the point where I had to snap my fingers in front of her face.

"You Ok? You spaced out on me a little bit there."

"You said it was a girl right?"

"Yeah. She was blonde, had hazel eyes."

"Peter, whoever this girl is. She's not thinking her own thoughts, she's not in her own state of mind and she might be in serious danger, Ok?"

"Wait, how do you know that?"

"I've dealt with this kind of thing before, Ok? Just trust me."

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**Gwen's POV**

"I don't want to do this anymore." I said as I walked up to Garrett.

"Aww, Why not?" He responded absentmindedly while he cleaned up. God I hate him sometimes. He was frustrated because he lost most of his soldiers. He only had me, Ward, Deathlok and a few other guys.

I guess I underestimated these so called 'Avengers'.

"Because I feel like you aren't telling me things. You could've told me that the guy with the camera was Spider-Man!"

"Oh, I didn't mention that?" He said, finally turning to me with a smug grin on his face.

I really _really_ hate him sometimes.

"No. No you didn't, and I'm sure that there's more you're not telling me."

"Look sweetheart, there are somethings in life that you should go without knowing."

"If I'm here to do your bidding, I want to know what I'm doing, why I'm doing it and who the hell is involved. That whole thing in Times Square was way too dangerous, you put everyone in danger."

"No, _they _put everyone in danger! That's what they do! That is why we have to wipe them out while we still can. Look, you did great out there today, just keep doing that. Get in, cause some damage, and get out. That's why you're here. Don't ask questions. Just follow orders."

"Sir!" Ward walked in with a device in his hand. The device had a large O on it and had Oscorp written under it.

Oscorp?

Why does it feel like I know that name from somewhere?

All of a sudden I get a bunch of flashes in my head. I can't make much out, but I see a bunch of things inside what I assume is Oscorp. Some voices also make their way through my mind but they are mostly jumbled together and hard to make out, except for one name that I keep hearing over and over.

Peter Parker.

"Are you even paying attention!?" I was taken out of my thoughts by Garrett.

"No, I'm sorry sir. What did you say?" I asked and Garrett sighed.

"We have a lock on Electro's energy signal. We have to head to the Oscorp Power Grid." He said as he started to walk off and I followed him. I saw him push something though and all of a sudden I felt a sharp pain running from my arm and up my spine. I yell out in pain as I felt all of the thoughts I had about Oscorp fade away and one phrase replaced all of my thoughts in a voice that wasn't my own.

_Hail Hydra._

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**Peter's POV**

"Guys. We have a problem." Skye said and we all eventually gathered around Tony's holotable. " Hydra is on the move again. I have a lock on Garrett's signal."

"Do you know where they are heading?" I ask her and she enters some complicated algorithm that I can't really follow.

"Uh, it looks like they are going towards." The image came up on the screen and I recognized it immediately.

"The Oscorp Power Grid." Skye and I said at the same time. Everyone looked at me quizzically.

"You know of it?" Clint asked.

"Yeah, a little more than I would like to admit." I said and I shook my head to get rid of those memories. No, you can't think about that right now Parker. "Why would they want to go there?" I asked.

"I'm not sure, but we should probably beat them there."

"Wait. We cannot leave Steven here by himself in this condition." Thor said.

"I'll stay here with him." Simmons volunteered. "I'm a doctor, I'll take good care of him."

"Alright guys, you know what the captain would say. Suit up!" Tony said and we all went our separate ways to get changed when I felt another tug on my arm. I was expecting it to be Natasha again, but I was surprised when I saw it was Tony.

"What's got you down kid?" He asked with concern.

"What do you mean?" I asked, even though I already knew what he meant.

"I saw your face change when Skye mentioned the Power Grid and you looked a bit shaken up like you were reliving a bad memory. What happened there?"

"Tony I promise that I'll tell you later, but right now we have to make sure that Hydra doesn't do anything drastic." I said but he didn't look too convinced. "Please?" He eventually gave in and let go of my arm reluctantly.

"Fine, but you promise you will explain later?"

"I promise." I said to him and he ran to put his suit on. I meant it though, I'm gonna tell them. It's time I share this with the people that I consider family.

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**Uh Oh. Shit's about to go down! I'm excited!**

**Thanks for reading Please review!**


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Avengers, Spider-Man, Adventure, Drama