AN: Just a little new info for you- Peter was a freshman during my last fic and now he's a sophomore so he's a little younger than he was in the Amazing Spider-Man movies. Captain America Civil War happened a little bit before Amazing Spider-Man and Shield is getting rebuilt still.

So now things get different. I'm keeping electro and his storyline because there are actually people out there who do get crazy obsessed with someone else and if someone threatens that delusion they can go crazy psycho. Basically if I can't have him no one can kind of thing.

Norman Osborn is the Green Goblin, not Harry though Harry will be making an appearance. I love their friendship.

Peter grinned swinging through the city, people stopped and stared some smiling and waving. "Hello Pedestrians" He knew he should be more serious, but it was hard to be too upset with just a casual car chase.

He swung around being his usual smartass self, lifting people out of the way. He webbed back toward the truck smashing the driver's side window and reaching in to stop the progress it was making down the busy street. "Hey, Mr. Criminal. You can call me Spiderman, you can call me amazing, you can call me whatever,... just don't call me late for dinner. You get it?" The man tried to punch him and Spiderman avoided it easily "Not a shaker? Are you a hugger?"

"I'm a killer!" He shot at Peter

"You're having a problem with your gun, let me help you out with that." He grabbed at the gun his other hand steering the truck trying to avoid cars. His spidey sense zinged through the back of his mind and he looked up to see a man in the middle of the street trying to pick up what looked like blueprints. Peter looked back at the man he was fighting "This is bad, I'm going to be right back. He swung away grabbing the man and quickly maneuvering him out of the way. "Heads up, watch out." He held his hand out to the man and helped him up. "Okay. Okay. there you go." He smiled beneath his suit not that anyone could tell. "You ok? You all right?"

"You're Spider-Man."

"Costume gives it away. These look important, Max." He webs up the blueprints putting them into his hand.

"Max? How do you know my name?"

"Its written on your badge." And, of course, it's an Oscorp badge. Peter pushed away from the bad memories and focused on Max.

"I'm a nobody." Peter frowned and he grabbed Max

"Hey, you're not a nobody. You're a somebody. Lick that." He straightened Max's hair. "Listen to me, now I need you."

"Really?"

"You're my eyes and ears out here."

"Okay."

"Alright?"

"Alright."

"I'll see you out there."

Peter was gone as fast as he'd shown up and back on the chase. He glanced down at his watch and sighed he was late for school, really late. He needed to wrap this up fast. Peter caught up to the van webbing the two from the back and securing the plutonium. Now he just needed to stop the crazy ass driver. The man sped away and jumped onto a police car. He was about to web the van but his ring tone caught his attention. Peter pulled out his phone. Gwen. Better than his dad or Pops and prettier too.

"Hey. I'm sorry I'm running late."

"Peter you've missed the math test! Where are you?" She whispered furiously into the phone and then paused "Peter… are those sirens?"

"...no,"

"Peter?"

"No."

"Peter."

"No sirens." Peter said his spidey sense went off and he turned to look at the cop car beside the one he was crouching on. His words were lost, stuck in his throat as he saw Captain Stacey staring at him… just staring. He blinked and the man was gone. Gwen was still talking in his ear. "I'll be right there, promise." He said and hung up. Peter swallowed thickly and shook it off already swinging toward the van. He managed to stop the truck, but the man was fast. Peter took off after him dodging bullet after bullet.

"I'm sorry got wrap this up, I'm running late. He webbed the man and grinned "haha wrap it up.. Get it?"

"This is not the end Spider!" Peter walked away. He swung into school slipping into the bathroom and emerging. He knew he needed to talk to his math teacher about retaking the exam but he really didn't want to have that talk at the moment so instead he searched the hall for Gwen.

"Hey. Did you're being late have anything to do with the russian mob and machine guns by any chance." She held up her phone showing the news headline for the morning. Peter winced. "Why didn't you just tell me?"

"I didn't want you to worry." Peter hugged her and she frowned at him "come on I'll make it up to you, come to dinner tonight. I planned on you meeting my family anyway, it's long overdue and if I don't introduce you to my dad soon he's going to do something drastic and very embarrassing."

Gwen smiled and nodded "Yeah I'd like that."

"Don't be late."

"Me, I'm not the one with 15 tardies." The bell rang warning that glass was going to start soon and Peter kissed her letting her go as she walked in the opposite direction. Peter caught his reflection and blinked there he was again. Captain Stacey. He closed his eyes.

You're going to make enemies. People will get hurt. Sometimes people closest to you. So I want you to promise me something ok. Leave Gwen out of it. Promise me that." The words echoed in his head. It was like he was back on that roof. He clenched his teeth against the onslaught of emotion.

Peter wandered home trying to remember what Clint had told him knowing that the archer was right but it wasn't as easy as it had seemed.

"Hey Pops?" Steve was in the kitchen cooking. Natasha was perched on the counter and Bruce was helping Steve chop up some onions. "Is there enough for one more person. I kind of sort of invited Gwen over dinner. Tonight."

There was a wolf whistle and Peter looked up to see Clint in the vents grinning at him teasingly. Peter glared at his uncle. Natasha smiled sweetly at him and Steve was nodding enthusiastically. "Of course, we've been wanting to meet this girl for a while now."

"Yeah sorry, it just never seemed like the right time."

"More like you didn't want us to scare her away." Natasha cut in.

"Well she knows I'm Spiderman and if that's not going to freak her out I think it'll be fine. Besides Uncle Thor is still in Asgard and I think it's best if she meets him separately." He didn't mean any offense to the God, but he was very enthusiastic and loud and overwhelming and it was enough to subject Gwen to the rest of them without the boisterous asgardian.

"Probably a good decision. I wish we could deter Tony too, but there's no way he'd miss the chance to meet your mystery girl." Bruce laughed.

"Speaking of Spider-Man… I saw the news this morning Peter." Steve looked at Peter and Natasha hopped off the counter.

"That's my cue." She said and Bruce followed her out.

"It wasn't anything big, just a normal car chase, you said no super villains."

"You were late for school Pete. Your math teacher called." Peter winced "School comes before hero's duty."

"Someone could have died."

"You're not the only hero in town."

"Oh come on dad the Avengers don't deal with petty theft."

"The police are heroes too Peter and it's their job."

"They needed my help."

"Peter this town has survived with Spiderman for a long time, it can last without you for 8 hours while you go to school. Your grades are slipping and if they continue to do so I'm going to have to ground you Peter. And that means no Spiderman period. It's you're choice."

"Alright alright. I'm sorry. If it makes you feel any better I get to retake the test I missed and I promise from now on I'll try really really hard to be on time for school." Peter looked at Steve with big brown doe eyes and the man caved.

"You better." He ruffed Peter's hair.

"I heard were having a dinner guest." Tony burst into the kitchen looking gleeful and Peter grimaced.

"Daaaaaaaad" He looked at Tony pleadingly "Please try to be cool, and not like you usually are."

"I'm wounded, Peter. I'm the coolest dad in existence." He placed a hand over his arc reactor and Peter looked at Steve for help.

"Tony doesn't embarrass him."

"You're no fun Steve, Peter's got you hooked."

"I'm not the one who slipped him that 50 the other day, don't think I didn't notice."

"Kids have to have fun."

"You both spoil him too much. Honestly, kid could get away with murder." Clint rolled his eyes.

"Sir. Ms. Stacey is in the elevator." Peter rushed out of the kitchen to meet her. He heard the doors ding and Gwen stepped out looking around in awe. She smiled at him and Peter shrugged.

"Welcome." He greeted awkwardly. "Ignore everything my dad says ok." He whispered to her as he took her coat. Peter hung the jacket up and froze. Captain Stacey. He couldn't breathe.

"Peter." The voice was muffled and slow like whoever was talking was underwater. A hand touched his shoulder and Peter jumped "Peter." It was Natasha and he smiled at her looking pale. "Are you alright?"

"Yeah, yeah I'm fine." He saw Gwen looking at them in concern and forced a smile catching up with her before escorting her into the kitchen. He cleared his throat nervously.

"Pops, Dad, everyone. This is Gwen." Gwen gave a small awkward wave.

Steve smiled sweetly at Gwen "It's a pleasure to meet you Ms. Stacey." Gwen's nerves seemed to lessen, Steve had that affect on most people. Tony was there shaking her hand

"I'm Tony Stark but of course you know that, or at least you do. Peter said you're smart. Work for Oscorp. Horrible choice really, but I'll forgive you just this once." He pulled Gwen away chatting with her and Gwen looked as though she could hardly keep up. Natasha saved her from his inane chatter.

"Sorry about him. It's nice to see you again Gwen."

"You too." Gwen was super surprised to see Natasha again knowing what she knew now that she was a spy. Gwen assumed the woman had been at Oscorp that day looking for Peter. The redhead was surprisingly easy going for having the black widow reputation.

Clint was at Natasha's side "Hi I'm Clint and this is Bruce. Don't worry if he's quiet he's just shy." Bruce glared at Hawkeye who laughed. Peter was by Gwen's side through the introductions but he seemed out of it and Gwen continued to glance at him finally she spoke.

"It's really great meeting you all. Do you think I can have just a second with Peter?"

"Of course." Steve nodded and Gwen pulled Peter a little ways away aware that the other's were probably listening but unable to do much about that. She focused her attention on her boyfriend.

"Peter." She grabbed his hands making him face her "What is it? What's wrong, are you alright?"

Peter looked over her head and then away not meeting her eyes. "I don't know what I'm doing." He said finally there was a hurt in his face and Gwen bit her lip

"It's my father isn't it." She could see it in the way he hunched his shoulders and the small crease between his brow as he frowned. Peter looked at her then.

"Yeah. I see him everywhere I go. I can't- I don't know what to do. And I can't get him out of my head." Peter spoke his face contorting into one of pain and sorrow.

"Yeah but we've talked about this." Gwen reminded him.

"I know, but, Gwen-"

"It's not his choice." She reminded him of the words that Peter had told her over the summer. But Peter couldn't remember why he'd said them anymore or how they could have made any of 'this' alright.

"Gwen, I promised him that I would keep away from you. And now I'm inviting you to dinner with my family. How can I do this, What does this make me?" He urged her to understand but Gwen remained stoic face. She shook her head at him.

"I don't know what does that make you?"

"It makes me not able to live with myself."

"I thought that it meant you loved me."

"I do love you. I love you." That was the truth, and he needed her to understand that despite what he was about to say that he loved her. Too much and that was precisely the problem.

"Then why isn't that enough?"

"Because what if something happens to you.. Just like it happened to him, because of me?" Gwen looked angry then and she opened her mouth but Peter stopped her "No Wait, wait, wait. I can not let that happen."

"Listen to me, you're Spider-man… and I love that." She looked into his eyes "But I love Peter Parker Stark Rogers more. That's worth it to me."

"I can't lose you too."

"If because you can't lose me, we can't be together… who does that work out for Peter?"

"I can't I'm sorry Gwen." Peter shook his head, it was all he could do just shake his head to try to convince himself and her that this was the right thing to do.

"Wow." Gwen stepped back from Peter she looked like she wanted to hit him but she didn't her face hardened, but you could see her eyes water "You have done this to me again and again, Peter. I can't live like this. I break up with you." She said "I break up with you." Gwen repeated. She turned around then and walked toward the avengers all of whom turned away abruptly trying to act as if they hadn't just been eavesdropping. She smiled at them despite the unshed tears. "It was so nice to meet you. You have a wonderful home." Gwen grabbed her coat and without looking at Peter she left, and he watched her go.

"Peter?" It was Steve. Peter rubbed a hand over his face and shook his head at his dad, he watched the elevator reach the first floor and then turned walking past his family and toward the stairs.

They watched him go all looking worried. Less than 5 minutes later. "Sirs Peter has exited the building." JARVIS informed them. Steve sighed.

"What do we do?"

"I don't know, this would be easy if it was just normal teenage drama, but…" He trailed off

"Peter's not a normal teenager." Bruce finished for him. "He watched someone die at Oscorp, that's not something you can just walk away from."

"How do we fix it?" Tony wanted to know even though he himself already knew that there was no answer. The room stayed quiet. All they could do was be there for Peter, listen to him. There was no solution to death.

Peter threw himself into his hero work. He'd leave the house early and arrive home in time to eat a quick dinner before going out again before his curfew.

The avengers watched the news, it was flooded with Spiderman. "There's rumors going around asking if there's more than one Spider Man…" A newswoman commentated.

"We have to do something he's going to get himself killed." Tony stressed.

Peter walked down the steps covered in feathers. He pulled off his mask and spit them out into the trash. Clint raised an eyebrow at the boy.

"Don't ask."

"Maybe you should take a couple day's vacation." Clint spoke up seeing the bags under his eyes. Peter looked like he was going to agree when he seemed to change his mind eyes focused not on clint but on the TV over his shoulder.

"I'm alright, besides my grades are good and I'm healthy, I'm following the rules." He grabbed a glass of OJ and disappeared. Clint turned back to the TV in time to see the headline. 'Spiderman, Hero or Menace?' He hated the way the press was acting toward his nephew, and he'd contemplated saying something but Natasha had stopped him and the others.

"I know you want to praise him, I get it, but if people find out he's close to the Avengers it could get Peter unwanted attention. Hydra is still out there, gathering strength. It's best if he's not on their radar, a simple vigilante."

She was right. But it didn't make it any easier to watch Peter's face fall with each new hateful comment. Steve had started playing the radio channel that praised the web slinger during breakfast. It seemed to help even if only a little.