This occurs in the Ultimate SM comics line, but without the whole "Gwen turned into a flesh eating monster" bit. Also, the Avengers are assembled (hehe, see what I did there?), but the Chitauri battle never happened since it is the comics world.
This is currently just a one-shot, but I might add to it later. Suggestions are appreciated, and I accept story requests!
Tony shot over the city as fast as he could, desperate to reach the high school - and, by extension, much-needed help - before his remaining team members were overwhelmed. He knew that leaving them even for the short flight to the school and back was a risk, but the benefit of having a fresh fighter by their side was sounding better and better.
"Stark," Clint growled, breathlessness eliminated any menace his voice might otherwise have held. "You'd better hurry up with your little errand. These things are-" His words cut off with the twang of arrows, followed closely by distant explosions.
A few moments later, the archer continued. "These things are getting more powerful, and we're losing ground! I don't know how much longer we can-"
The crack of something metallic being thrown violently into concrete followed by a very Hulk-like roar sounded in the background, and this time Clint did not continue.
"Jarvis, show me what's going on," Tony ordered.
One-by-one, a collection of small holographic squares appeared on one side of the helmet, each one holding a live video feed. Most were being broadcast directly from news helicopters, providing little more than a bird's-eye view of rubble, billowing smoke, and a skyline on fire, but a few were obviously amateur footage from the ground.
Almost immediately, Tony spotted a flash of green in one of the latter feeds and told Jarvis to enlarge that square.
Its shaky picture showed the street through a partially broken third- or fourth-story window, and the person taking the video could be heard in the background, muttering "Oh my god, oh my god" in a constant mantra, his chanting growing louder whenever a particularly loud noise emanated from below. Hulk was easily visible amongst the rubble, his green skin contrasting with grey mortar and red brick, as were three of the team's robotic enemy combatants.
Tony allowed himself a small smile when he saw that only two of the robots were actually fighting Hulk. The third lay prone in an asphalt crater, casing crushed and wires sparking.
Well, at least I know Hulk is doing OK, he thought.
Just then, he saw an arrow sprout from one robot's shoulder and burst into glue, which immobilized the surrounding joints long enough for Hulk to deal the robot a fate similar to that of its fallen fellow.
Make that Hulk and Birdbrain, then, Tony amended.
"Any sign of Cap?" he asked out loud. The super-soldier's earpiece had been knocked out early in the battle, and no one had seen him since.
"Yes, sir," Jarvis' crisp voice replied. "I believe he is currently located two blocks away from Agent Barton and Dr. Banner, and will intersect them in approximately three minutes."
The AI played a brief cell phone clip that clearly showed Steve waving at the video-taker to take shelter before leading two robots into an alleyway. Tony recognized some of the disheveled store fronts.
Struck by sudden inspiration, he said "Jarvis, pull up a map of the city and highlight as much of the current damage as you can."
He whistled quietly when the map appeared. Much of Brooklyn's northwestern front was shrouded in shades of red and orange, the largest concentrations being around the Williamsburg bridge. As Jarvis received new information, Tony could see the orange bits gradually turning to red, and the green and yellow bits turning to orange.
"Jarvis, do you see any patterns here?" he asked, at the same time scanning the map himself.
Apart from the obvious concentration of enemy firepower around the bridge, Tony couldn't see a particular target. The only pattern he could see in their behavior was a lack of pattern, which was notable in itself.
"Sir, the robots' movements appear to fall into a perfect cluster pattern," Jarvis said, sounding apologetic. "Obviously the Williamsburg bridge is at the center of these movements, but apart from that observation I fear the robots will defy any attempt at prediction. Also, I do not believe the bridge to be the target."
Tony sighed and nodded. He had deduced as much himself.
One avenue of investigation closed to him, Tony began bouncing other ideas off Jarvis, such as possible ways to overcome the robots' adaption capabilities.
He tried not to think about what would happen when he reached his destination.
Four hours earlier
"It's time to get up! You're going to be late for school," a loud voice calling from downstairs broke through Peter's dream. He groaned and rolled over, then reluctantly pushed himself upright.
Although the alarm clock beside his bed was flashing 7:30, Peter felt like it was at least five hours earlier than that. He had been out late the night before, running down a group of thugs who were smashing in shop windows. It had been quite satisfying when he finally caught the last one and put him with the others, dangling upside-down from the police station roof.
Peter rubbed the sleep from his eyes, grabbed jeans and a t-shirt from the pile on his floor, and went into the bathroom to wash up. Since there was no time for a shower, he just splashed his face a bit and ran a hand through his hair. It would have to do. At least he was wearing clean clothes.
Aunt May walked through the door just as Peter finished stuffing his Spider-Man suit into his backpack, leaving just enough room for books and note paper.
"I come bearing gifts," she said, setting a tray containing orange juice and a cream cheese bagel onto Peter's desk.
He zipped his backpack and then dived for the food, stuffing most of the bagel into his mouth. "Mmpth," he said around a mouthful of crumbs, which he quickly washed down with the juice when he saw her pointed look. "Thanks," he said again.
After Peter finished off the bagel, he stood, grabbed his backpack from the floor, and kissed his aunt on the cheek before dashing downstairs just in time to catch the bus. Not that he needed to, but appearances and all that.
The first three periods were as uneventful as always, their tedium only broken in between bells when Peter and Gwen met in the hallway.
"Hey, you," Peter said when they met after at the lockers before their shared lunch period, taking her hand and kissing it lightly. "How was the sub in Biochem?"
Gwen rolled her eyes. "He just made us watch a video about protein molecules and the human metabolism. I think it was made in about 1960."
"Well, you will be ecstatic to know that your day is about to get even better," Peter said as he took her hand and began pulling her toward the cafeteria, "because they are serving beef stew."
"Joy."
After each received bowls of alleged beef stew, Peter led Gwen over to their usual corner table and they sat down. Flash soon joined them with his own bowl.
"Hey, Pete," the addressee's former arch-nemesis said friendlily. "How's it going?"
"Oh, just great. Cue the sarcasm."
Flash glanced around to make sure no one was listening in, then leaned forward. "Anything to do with the presents left at the police station last night? I saw it on the morning news before I left."
Peter stabbed a potato viciously. "Yep. I was up most of the night catching them, and then one of them had the nerve to pour a soda on me. A soda! From upside down! I don't even know where he hid it."
Flash snorted. "What, your spider-radar thing not pick up falling soda?"
"For your information, it's spider-sense, and I blame the fact that it was 3AM."
"Hey, guys," Gwen interrupted. Peter caught onto her tone and turned to see that she was staring out the wide cafeteria windows with a confused and horrified expression. Around them, the chatter was slowly dying, and chairs scraped as students hurried to get a better perspective.
Outside, columns of smoke were rising from the distant city. Too numerous to be a single fire, and too large to be from a small building, it looked for all the world like a war zone had suddenly appeared amidst the sparkling skyscrapers.
"It's like 9/11 all over again," Peter heard one of the older students whisper.
The school's alarm bells began ringing.
Over the shrilling, a calm voice said, "Please remain calm and follow the nearest fire route out to the track field. We will provide more information once everyone has gathered. Again, please remain calm."
Peter tuned out as the voice began repeating, and quickly grabbed Gwen's hand before they could be pushed apart by the crowd. "Flash, come with us," he called, and the wide-eyed teen followed, his bulk easily parting the sea of only-slightly-panicking people.
"What do you think is going on?" Flash asked over the growing clamor when he reached them.
"I don't know," Peter answered. "I've never seen anything like it. It's got to be pretty large-scale, though, or the smoke would be more concentrated."
"It was in the direction of the Williamsburg bridge," Gwen murmured, and the other two winced.
I bet that's bringing up some bad memories, Peter thought.
In the middle of the track field, a group of teachers was directing students to sit in the grass and wait for further instruction. Peter and his companions chose a place apart from the larger group, but close enough that those without enhanced senses could still hear the teachers comfortably.
"What's going on?" One boy wearing a football jersey asked loudly once all the students were seated and the chatter had died down. "Are you going to let us go home?"
Several other students began voicing their questions over one another, but were interrupted by the principal, who raised her hands in a calming gesture.
"Quiet, please," she called. "Now, we don't have all the details, but we do know that about half an hour ago a group of robots began attacking the area around the Williamsburg bridge."
"My mom works near there," a girl sitting near Peter whispered to her friend, face adopting a worried expression.
"The Avengers are fighting them!" a boy sitting near where the principal stood shouted suddenly, holding up his cell phone. Cheers broke out from many of the students, and a rush of loud conversation began as others got out their own phones.
"Quiet, please!" the principal said again, louder than before. The students quieted. "As I said, we don't have all the details, but yes, the Avengers are involved. The fighting far enough away that we don't think we are in immediate danger, but we have still decided to send you home early."
The students cheered, this time even more enthusiastically.
"However," the principal continued, "Those of you who live anywhere west of this school will have to wait. We don't know how far the fighting extends, and we… we don't…" She trailed off, turning slightly and squinting toward the horizon in the direction of the smoke.
Peter turned and looked the same direction along with the other students, and blinked in surprise when he recognized Iron Man's familiar red and gold figure rapidly approaching.
He felt a grip on his arm and turned to see Gwen looking at him. "Is that Iron Man?" she whispered. He nodded.
"What's he doing?" Flash asked. He was still looking toward the horizon. Suddenly, his eyes widened. "Um… guys? I think he's coming here."
Peter whipped around. Sure enough, the suit was getting closer and showed no sign of turning.
The three watched in growing trepidation, tuning out the students behind them, as they watched Iron Man's features grow more and more distinguishable until, finally, he slowed and hovered just a few yards away. The surrounding students had stopped talking, and all was silent.
Peter only had time to take in the suit's battered appearance for a moment before Tony's visor flipped up.
"I'm sorry, Pete, but there's no time," the billionaire called, his voice cracking slightly on the last word. "We're getting pummeled out there, and we really need your help."
Slowly, Peter stood. He could hear gasps behind him, and snippets of whispers.
"...know each other…" "...going on…" "...why is Iron Man…" "...look at Parker…"
"Tony," Peter started cautiously. The whispers behind him reached a new crescendo. "What are you-"
"There's no time!" Tony interrupted. "I'm sorry, kid. I had no other choice."
Beside him, Peter felt Gwen stand as well. She gripped his arm and kissed him on the cheek. "It's OK," she whispered in his ear. "Go. I'll deal with everyone here."
Peter looked over his shoulder and met the stares of the entire student body, many of whom were now standing, and quickly turned back to Gwen.
"Alright," he said to Tony. "I'll come. Just give me a second."
The man nodded impatiently and backed away, hovering level with the tops of the light poles.
Peter turned back to Gwen, who kissed him passionately on the lips. They remained thus for several moments, then separated and pressed their foreheads together, holding hands tightly.
"Be safe," was all she said before pushing him toward Iron Man's hovering form. Peter hesitated for only a second, then turned. He hefted his backpack and took a running leap, flipping once before grabbing onto the metal suit, which immediately took off again.
Behind him, the field erupted into chaos.
