So this has been rattling around in my head for some time. Gotta write it down, otherwise I'll lose it.

I'm filing it under Avengers, but it's really a Spider-Man tale about the Marvel Universe as a whole. AU. I know the concept has already been used, but hey, can't fault me, right?

Main pairing: Peter/Natasha(Spider-Man/Black Widow) Gonna have fun with this one.

Six Years Ago

"Not the cleanest kill I've ever seen."

Peter Parker whirled around, his mask in his hand, a wild look in his eye. His spider-sense had not gone off, and yet he had been taken by surprise. Before him stood a tall, black man with an eyepatch over his left eye. He had a carefully guarded look on his face, and his hands were clasped behind him.

"Throwing a guy out of a window, causing his neck to snap from that web-stuff you got? Yeah, not the best thing in the world."

"Who are you?" Peter asked demandingly. The man raised an eyebrow. "What do you want?"

"One question at a time," he responded calmly. "I think you know the answer to the first question."

Peter looked at the face more closely, realizing he did know who it was.

"You're Nick Fury," he said quietly. "Head of S.H.I.E.L.D."

"Smart boy," the man, Fury, said, starting to walk toward Peter. "And you should know… it's not about what I want. It's about what you want. The trick is to get those two visions of reality to coincide." Peter gave him a blank look. "Means you do what I want you to do or you go to jail."

"You can't arrest me," Peter said wildly, the picture of the robber's face coming forcefully to the forefront of his mind. "I… I haven't…"

"You killed a man tonight," Fury went on, still unperturbed. "A man who killed your uncle and aunt in your home while you were away. While you were away playing big-time wrestler, incidentally. Oh, and it seems the guy was robbing the wrestling arena a few hours previously… right around the time when you would have been clocking out." He lowered his head, his eye gazing piercingly at Peter, whose mouth was open in shock. "So obviously you are feeling guilt-ridden, 'cause it seems you had an opportunity to stop said bad guy. But you didn't. Instead, you exact revenge, and kill the guy. Stupidly." He shook his head. "Not a very responsible way to use that great power, Peter."

"How… what… where…" Peter stammered, the questions coming to his mind faster than he could ask them. He pointed at Fury. "How did you get up here?" Fury gave him that lowered-head look.

"I'm the director of the world's biggest peace-keeping taskforce," he answered. "You really think getting to the top of the PishkinBuilding is beyond my ability?"

"How did you… how did you know…?"

"With great power comes great responsibility?" Fury finished. "I'm the guy that told it to the guy that told it to your Uncle Ben."

Peter followed the pattern, and realized that Fury knew his father. Uncle Ben had told him that Richard Parker had said that those destined for great things had a responsibility to do those things.

"You knew my father," Peter said as a statement. Fury nodded. "How? He was a scientist for Trask Industries."

"Yeah, the cover was so good," Fury said, "we felt it was better to let you and your relatives believe the lie. 'Cause the truth… well, the truth is just too messy for civilians to deal with."

"Truth?" Peter repeated. "What truth?" Fury looked at him with that piercing gaze.

"The truth that your parents were top-level agents of S.H.I.E.L.D.," he explained. "And that they were killed on assignment taking down the Red Skull."

The boy had been shocked to discover the truth. But he accepted it in light of the evidence.

Richard and Mary Parker, both Level 9 agents, had been killed by Johann Shmidt years previously, leaving the infant Peter in the care of Richard's brother and sister-in-law, Ben and May. They had raised the young boy as their own, until they themselves had been killed by the robber.

Ben and May Parker never knew their family's occupation. Ironically, they never knew that Peter led a double life as The Amazing Spider-Man.

His wrestling career was doomed before it even took off. Coulson had been assigned to watch the Parkers as per Richard's last request. He kept Fury informed of Peter's moonlighting wrestling, following the incident at Oscorp in involving the radioactive spider. He was flagged as a moderate risk mutagenic danger, being raised to high risk after he killed the man who murdered his aunt and uncle.

Fury understood. He understood all too well. So it was thus he knew it was time to bring the boy in.

"You want me to join S.H.I.E.L.D.?" Peter asked. The two of them were in a S.H.I.E.L.D. controlled restaurant, Peter having changed into his normal clothes.

"I want you to accept S.H.I.E.L.D. training," Fury explained. "And then I want to send you on some minor missions. After a year, maybe two, probably three… then we'll review your performance and we might accept your application."

"Application?" Peter repeated, making a face. "I'm being forced into this."

"Either you work for me," Fury said, taking a sip of his orange julius, "or you rot in one of our high-capacity prison cells. Trust me… you wanna work for me."

"The lesser of two sucks," Peter grumbled, looking out the window. Fury put his drink down on the table, more forcefully than normal.

"Listen, kemosabe," he said, pointing a finger at Peter, who looked surprised. "I don't know if you realize, but… you killed a man tonight. And it was messy. Sloppy. You can only do messy and sloppy if you're sending a message, and the only message we're getting is that you are an emotional teenager who can't control himself, and who is very likely to snap and kill some more. Soon, it won't be criminals you're killing."

"I don't wanna kill anyone," Peter mumbled, looking down. "I shouldn't have… it was stupid…"

"Damn right it was stupid," Fury said. "And now you come to my other point. Either you go on a killing spree, or you become a recluse… and all that power and energy goes to waste. And if there's one thing I hate above all else… it is waste."

"So you're gonna use me?" Peter asked, raising an eyebrow.

"Yes, I am going to use you," Fury answered. "I am going to use you to kill, steal, maim, torture, perform coups, and all kinds of black ops. You wanna know why? Because you screwed up. And you screwed up big. And you know it."

Peter looked down again. To his credit, he didn't try to pass off what he did as minor. He knew what he did was wrong. But he seemed to be finding it difficult to figure out why doing it again for Fury would be right.

Sometimes, Fury thought that as well.

"How does killing, maiming, all that stuff for you any better than… than what I did tonight?" Peter asked. Fury took a deep breath.

"Would you say that the soldier in combat killing his countries' enemies bad?" Fury asked. "Any soldier defending his homeland, so exclude America for a moment. Or a man defending his home? There's a fine line, and you've crossed it without even seeing it. I am going to show you how to see it, and how not to cross it. Because the next time you cross that line… you're gone."

Peter frowned.

"I… I'm glad you're not making this about living up to my parent's legacy," he said finally.

"I would do that to someone stupid or to a child," Fury said. "I know for a fact you aren't stupid, even if you do stupid things. And after tonight… you are no longer a child. Time to put away childish things."

Peter had barely said "yes" before several men in suits appeared out of nowhere to whisk him and Fury off.

A quick car ride later took them to a massive building off the coast of New York, a little ways off from Coney Island. Fury called it the Triskelion.

They entered at ground level, and Peter had barely taken the time to glance around at the stunning technology and logistics they had when he was scuttled into an elevator, going up to the 168th floor.

The elevator doors opened, and Fury walked out first. Peter was ushered out by the other man who had accompanied them, a man Fury had introduced as "Agent Coulson."

"Kids, meet the Spider-Man. Spider-Man, kids."

Peter blinked, for indeed, he was facing a group of young people, teenagers. One was shorter than he was, with sandy-blonde hair and wispy hair growing at his chin. Another was a taller boy with jet-black hair that fell in his eyes. And the third…

The third was the most beautiful girl Peter had ever met. Tall, redhead, and with an already impressive bust and butt that would only improve as she got older. He guessed she was 16 or 17, and he suddenly wished he was taller, older. They all looked at him, observing him. Finally, the sandy-haired boy walked over, sticking his hand out.

"Spider-Man? Man, we gotta get you a better code name. I'm Clint, but my awesome code is… 'Hawkeye.'"

"Back off, Barton," the taller boy said coldly. "We're not here to socialize."

"No," the girl agreed, but smiled slightly all the same, "but a little familiarity wouldn't kill us, seeing as how we are to work together." She looked back at Peter. "I'm Natasha, the Black Widow."

His brain seemed to have stalled, as he took in everything about her, from her somewhat exposed cleavage to her lilting Russian accent.

"All you kids will have a better chance of getting to know each other later," Fury said, sitting down in a chair behind a desk. "This isn't my desk, by the way. Bucky, lighten up, you're not fighting World War Two now."

The tall boy, Bucky, grimaced, as though he knew Fury only said that for Peter's benefit. Fury stared straight at Peter.

"Who you were… who you might have become… is lost. It was always going to be this way, the moment you went down on this path. You chose this, remember. We're going to make you better, stronger, faster. You already have the gifts. Now we're going to teach you how to use them."

He leaned back in the chair, folding his hands behind his head.

"Welcome to Level Ten. Only you guys can get here… so don't tap out. Ever. You know what will happen when you do."

This is just a prologue. Awesome stuff is coming your way.