A/N: So I haven't watched Endgame yet, but I was still spoiled to it, which sucks, and I know the ending. I also know who dies. I swear, I'm dying inside, I mean, two hours of laying in bed, trying to fall asleep, yet every other ten minutes, I'm reminded of who you know, and It's like, I'm about to start crying, but I know I shouldn't so I bite my lip and choke on the sob that threatens to come out.

Then, I weaken, and the sob comes out, I spend a good fifteen minuted crying before I can get myself together again. I do a few more tasks- okay, I'm crying again.

Sorry, sorry, anyway, ya I do some other things, but just like a couple of seconds ago, I begin my choking back my sobs every other half an hour, fifteen minuted or just ten.

So, here is a chapter. Any grammar mistakes, any mistakes, all me. Again, I'm still learning things. Just got into Marvel. I watched Iron Man 3.

I'm far behind. I've only watched a handful of Marvel movies, that includes Iron Man 1, Iron Man 2, Antman, Captain America, tried to watch Thor, ended up watching some parts of Marvel's Avengers, then switched off to Thor, Saw that The Incredible Hulk was on. Guys, I didn't know what I was doing. I didn't know what to watch. Spiderman, I don't remember much of that, watched it way back with my nephew.

Okay, I'm rambling, anyway, hope you enjoy!

Oh and I'm so surprised at the growth of this story! Thank you!

Here is a late update. It's 10:09 P.M ill be posting a chapter right after I get out of school.

Thank you for your patience.

Chapter 2

Pay attention to what people

Tell you when they are angry.

They have been dying to tell you that.

- unknown.

The point in life is no point at all. You never know what you're going to do because you never even know if you will have the courage to do it. In life, you live, then, you die.

For such a long time Peter thought that he could live forever as long as he was careful.

He assumed that the only way people could die was if they were killed, either by stabbing, bullet wound, getting run over by a car, heart attack, basically just things that were effects of things you did.

Running into the wrong alleyway in the middle of the night, getting stabbed or shot by a mugger maybe, being killed in the process.

Not looking both ways before crossing the street, the effect, getting run over by a car, killed in the process.

Not being healthy, eating too much junk food, getting a heart attack, getting killed in the process.

Anything that could kill him he thought he could prevent from happening.

He thought that maybe he could live forever if he was careful, he thought that death only came if you ran towards it.

Then, his grandfather died of old age, his parents died on a casual day, in a plane crash unexpectedly, his aunt and uncle had died just because they had been in the elevator with a mugger who had a gun, yet Peter had lived.

He lived and they died, and he hadn't been trying to be careful, he found out in such a harsh way that death was inevitable. What was the point of living such a careful life when bad things happened anyway?

Parties, gatherings, concerts, field trips to exotic places, were all avoided because he feared death. He'd also begged to be homeschooled for so long because he saw the news on TV about school shootings.

These things that he had avoided had all been so fun, parties, gatherings, concerts, field trips, according to his friends, they had been fun, and no one had died. And going to a public school had been fun, once his aunt and uncle had convinced him to go, he had loved it.

He had loved middle school.

And he didn't die.

But he thought he would.

So growing up, he never imagined he would be running into a building that was on fire. It would have been a thought he would have fainted while having when he was thirteen.

Flames erupted from the windows, people screamed as they ran out of the building, people screamed inside the building, it was all they could do. The firemen were there, the ambulance was there, but they still needed more help.

The fire was growing harsher, it also seemed that the firemen just got there.

Now, only a couple of months ago he had completed his upgraded suit. The most noticeable upgrade was the image of his suit, something that had taken quite some time to design, to find the right material, but a hidden upgrade was inspired by an article about Tony Stark's Iron Man suit.

An AL (Artificial intelligence.)

"K.A.R.E.N," Peter said aloud, handing out fire escape masks to a woman before kneeling down to put on a smaller mask on her son so she could have both her hands-free to put her own mask on, "scan, see how many people are still inside."

"Are you gonna help the firemen, Spiderman?" the boy coughed before the mask was secured over his mouth. He sounded panicked, clutching a, what Peter realized was a Spiderman toy.

Did they really make those?

Peter half ignored him, patting his head," I guess," he said, getting closer to the building. He continued handing out masks on his way.

"K.A.R.E.N-"

"There is an assumption of fifty-seven people still inside, I believe that half have had their lungs filled with smoke already, more than half are on the last floor," said Karen in her robotic British accent, a touch he had made certain of her having.

Anyway, it was wonderful that he had decided to make his suit fireproof.

"Why the last floor," Peter said to himself as he ran inside the building.

K.A.R.E.N must have thought he was asking her because she explained, "the fire started on the third floor, inflamed it, it began spreading to the fourth floor, so the people who were on the fourth floor ran to the sixth floor when the fire enflamed the sixth floor, they moved to the eight, etc."

"How long has the fire been-" Peter kicked a door down and hurried to check if anyone was inside.

"Hello!" he shouted, "is anyone in here!?"

No answer.

"Anyway, K.A.R.E.N, how long has the fire been active,"

"A little over half an hour," K.A.R.E.N replied.

"The fire has been spreading slowly then," he knocked down another door.

Inside was a man and a woman, who was either his wife or girlfriend, in his arms. They were in their early twenties, he could tell by just look at them that they were Parisians. Their faces flooded with relief when he burst in.

"Hi," Peter grunted, "hi, hey, come, I'll get you out of here in a jiffy."

They nodded, looking too shocked to speak, but they followed him, their actions telling him they trusted him.

"Okay, okay, okay, okay," he breathed, "we move on now. The fifth floor." he looked behind him at the couple who coughed, shaking their hand in front of their face to make sure the smoke didn't get in their eyes.

"Oh, ya- wait!"

He shuffled to get the masks out of his backpack, then handed them masks. He should have realized sooner that they didn't have the type of mask he did, which allowed him to breathe as if a fire wasn't raging around them.

He waited patiently for them to put the masks on before walking up the stairs again.

Peter broke down a few more doors, but this time he didn't forget to give the people he found inside masks. He had to carry the baby of a woman who already had a baby in her arms, but the child wailed so loud he felt his ears getting ready to bleed.

He tried rocking the child, to maybe get her to stop crying, but he was still kicking down doors, still handing out masks, checking to see if the people he found passed out on the grounds of their apartment were alive.

They finally got to the top floor, and by then the child had stopped crying and was at that point sleeping in his arms.

"Alright, anyone here has a fear of height and or falling?" he asked aloud raising his arm.

There was a good amount show of hands. Some people were carrying the passed out in their arms, so if they were afraid of heights, they couldn't show by a raise of a hand.

"Well, there's no reason to be, I'm definitely not going to let any of you fall, uh," he turned to the mother of the child he was holding," is your husband or boyfriend down there mam or no husband or boyfriend?"

She shook her head, "uh, no, no one down there for me,"

He nodded, "well, I guess, okay, so, come here ya?"

The woman stepped forward, holding her other child to her chest. He wrapped his arm around her waist, let an end of his web stick to the ground of the top floor, before he opened a window, stepped out of it, then he began falling down, the woman and her two children in his arms.

The woman screamed, tucking her neck away into his shoulder.

Their feet met the ground, quickly, one of the firemen and paramedics hurried towards them. The woman shakily dislodged herself from him. He handed the fireman the baby he had been holding, then began crawling up the wall to the top floor to get the rest.

Two hours later, everyone was on the ground, the paramedics attending to the burns of the sleeping people. Peter left without another word, his shoulders tired from carrying people down, especially the ones asleep, they were harder to carry down. While most people had their weight on the web rope, the weight of the sleeping, was all on him.

He found himself stopping one time, to grab a purse snatcher, but that was it.

Peter saw the man, mid-thirties, a drunken man, many times, Peter remembered so many times webbing that man up, getting him sent to jail.

"God, you know, cigarette's, beers, such a waste of money!" he exclaimed as he kicked the backside of the man with his feet as he swung toward him. Peter landed on his feet, turned, then quickly he did a good job of webbing the man to the side of a wall before grabbing the purse of the woman who was running towards them.

Her heels made odd echoing click, click, click, sounds as she hurried to him.

Peter held the purse out to her as she caught her breathe, bending over, putting her hands on her knees, her breaths rapid and struggling to come out of her.

"Uh," Peter started, awkwardly. She was still trying to catch her breath. "this yours?" he asked quietly.

"Yes," she huffed, glaring at the man webbed to the wall to the right of her, "it is," she gave a labored breath, "thank you," she added.

The woman took her purse from his extended hand, pulled out an inhaler, then used it.

Ah, yes, the woman had asthma.

The awkwardness was becoming noticeable to both of them, so, he ran onto the wall, giving himself a boost before he started swinging through Queens again.

He landed on a blue-tinted building, sitting on the ledge.

Then, he took out a cigarette from a box he had in his pocket.

Now, Peter knew he was a hypocrite. Telling the man that cigarettes were a waste of money, yet, he held one between his fingers, he lit it, he put it between his lips and took a slow, long drag from it.

"Oh, god," he murmured falling back. It was like, so much better than sex.

The difference between him and that man though, when it came to cigarettes, was that that man snatched purses, but instead of buying food, he bought cigarettes, beer, when to bars, called hookers, just overall wasted whatever money he had on the filthy little sticks of pleasure.

Peter, ah, but Peter had some money to waste. Peter went to sleep late, slept for maybe only an hour (actually he hadn't slept in forty-seven hours) then Peter got up early in the morning, went to school, came home, dressed into his Spiderman suit, risked his life for his people then repeated the routine again.

God, he deserved to smoke a cigarette once every six months.

Beer, whiskey, those things did nothing for him so, they were a definite no go when he sought out reassurance of the kind things in life.

"Those things kill you know that right?" came a voice to the left of him.

Well, if it wasn't Captain America.

Peter stumbled to a stand from his previous position on the pavement floor of the roof, his eyes growing wide, his mouth coming agape. He probably looked like an idiot, but he thanked whatever holy spirit existed, if one even existed, that he was wearing a mask, so it didn't matter what he looked like. They didn't see.

"Oh," he paused, "what?"

"He said, 'those things kill you know that right?" came another voice.

Shit, the rest of them were there too.

The Avengers, well most of them, Black Widow stood next to Hawkeye, Hawkeye stood next Iron Man, Captain America, well, Captain America stood where a Captain would, in the front of them.

It was Iron Man, Tony Stark, that repeated Captain America's wise words.

"Well, sure, smoking kills but-" Peter threw the cigarette to the floor, stomped it out, then spun, turning away from the Avengers," not smoking, doesn't prevent death, so by golly why shan't I live life and just smoke away before my endless death takes me away?" he threw back at Captain America.

Rogers raised an eyebrow at Spiderman who turned back to face them.

Tony did too, because hell, why hadn't he thought of that?

"So, it doesn't kill you, but it does kill other people, lung cancer remember? And other-"

"Don't bring that up, look, just don't. I feel horrible enough. Anyway," the Spiderling stood on the ledge, spreading his arms. "What have I done to bring the attention of the mighty Avengers to myself? It's not the smoking thing is it?"

Rogers sighed, "look, Spiderman-"

"Ah, wait, I'm really unnerved with these two around," Spiderman pointed at Clint and Natasha, "hi! God, when was the last time you almost gave me a heart attack by following me around everywhere I went? Popping out of corners, trying to pounce on my bod."

Natasha glared, "we have some question we need you to answer Spiderman-"

"Sorry, I'm horrible at lying, so, please, don't ask me any questions," he cut her off.

"Look-"

"I'm looking-"

"Spiderman-"

"Yes?"

Tony sighed, stepping forward, "Spiderling-"

"I know you know my name, don't purposely insult me like that!"

"Okay!" Natasha shouted, "look, Spiderman, we have some questions that you need to answer, simple ones, then, we'll let you be on your way."

Spiderman stared at her, his head tilted to his side, his finger came up to tap his chin, his hands on his hips, he looked deep in thought.

"Okay, look-" Tony said.

They were all getting frustrated with the kid, the kid knew, Tony would practically feel the smirk under that mask.

"Said it before, I'm looking!"

That was the last straw for Clint apparently, because the next thing that happened was him lifting his bow and shooting at Spiderman from behind him. A sneaky move. Not good enough though.

Spiderman stepped to the side, reached out, gripped the arrow in his hand, then proceeded to touch the tip of the arrow. His body shook a little before he pulled his hand away.

"Huh," he slammed the arrow on his knee, breaking it in half, "taser arrow, should add that to my web fluid, shock, that will be more interesting" he murmured throwing the broken arrow on the ground. "So that thing they said online, about you never missing a shot, not true!"

"How did you-" Clint started, his eyes narrowed at Spiderman.

"Spiderman, it's best you come in peace-" Rogers growled.

"Ah, ah, ah-" Spiderman held his finger up at Rogers' face, "not after that," he pointed at the arrow on the ground, "now, so with all due respect, I have better things to do so good afternoon,"

He gave a swift salute to Rogers, stepped onto the edge of the building, then fell back, as if the building wasn't fifteen stories high.

"Ah, shit," Natasha growled, jumping onto Tony's back.

"Is he really that hard of a chase-" Tony muttered readying his boosters.

"You wouldn't know," Clint growled, also lifting himself onto Tony's Iron Man suit," fifty agents were on his tail, all good enough, chased him from Queens to The Bronx, to Brooklyn, that guy never seems to tire" he paused, "seriously, how did he see my arrow coming!"

"Same way he noticed us following him. The same way he escaped all those agents," Natasha grumbled.

"Let's move," Rogers said, stealing Tony's words right out of his mouth.

They did.

Tony shot off in Spiderman's direction. He was swinging away, his movements fast. He looked over his shoulder and God- Tony swore he waved, shook his head, then laughed.

Maybe he could get away from Natasha, Clint, fifty agents, but he didn't get away that easily from Tony, who had Friday scanning for each of his movements, letting him be just one step ahead, and Rogers, who was- Tony didn't like to admit it- smart, fast, and maybe just as agile at Spiderman.

They cornered him on a hotel building.

"Look, kid-" Tony sighed as he landed on the building, Natasha, Clint, jumping off him and moving quickly to surround the guy as did Rogers who stood behind Spiderman, his hard gaze on the kid.

"What makes you think I'm a kid? Is it my voice, my" he stroke a pose, "body." He stood straight, his hands on hips, "I don't get it, is that some type of mechanism, you think it makes you feel above me or something? Intimidating in a, what's his next move kind of way? Seriously, I'd like to know. Now there is a way people try to show they don't give a fuck about you, and they do it by getting your name wrong every other time, it sets out a sign that says, that's how little you mean to me' is that like similar to what your doing right now or-"

Natasha lunged at him, but to their surprise, Spiderman moved aside and when she moved to grab him, he hit her arm away, shoved at her shoulder making her stumble away.

"Am I reading a little into your senseless "kid," am I? Wait, is it like a calming word,"

"What," Tony scowled, "what do you mean calming word!"

"Like, you feel intimidated by another person, so you call them by their last names so that they know that you know, they are not worth being called by their first name. It's like when a really self-conscious person often puts other people down so they can feel better about themselves, is that why your calling me Kid because you know that I could rip that suit right off you, and break every one of your bones?"

"Is that a threat?" snapped Captain America.

"No," Spiderman shook his head, "just a suggestion,"

"A suggestion?" Clint pried in.

"Yes, one that screams, 'leave me the fuck alone'"

Natasha, who had gotten herself of the ground, kicked at him. Tony could tell she was putting all her energy into kicking him in the head. Spiderman wasn't having any of that though. He grabbed her foot with his hand, pushed her back, and as she stumbled, he shot a web at her. She moved quickly, rolling away before he could stick her to the ground like they'd seen him do too many of the criminals he caught.

Tony didn't a chance to see where the webs were coming from like he so desperately wanted to, but Tony pushed that thought aside and moved quickly, raising his hand and shooting at Spiderman.

"Take a hint!" Spiderman shouted as moved quickly off to the side, dodging his blast as well as one of Clint's arrows.

Rogers sprinted, jumped off the air conditioning unit, and threw his shield at him.

Bad idea. Spiderman caught it, then used it to shield himself from Tony's blasts, Clint's arrows, as well as Natasha's kicks.

"Give that back-" Rogers snapped.

"My pleasure," Spiderman quipped before he tossed the shield back at Rogers, hitting him in the stomach. Rogers doubled over.

"Ha!" Tony couldn't help but bark out.

Spiderman swiftly dodged Natasha's kick then grabbed her ankle, he pulled her against him, let go of her ankle, grabbed a hold of her arm, then shot a web at her, the webs wrapping around her body, then, he dropped her to the ground.

"Sorry, you're just really good at fighting, and I have a play date soon, so I can't be getting kidnapped,"

Rogers tried his trick again, maybe he thought that because Spiderman was occupied with Natasha that he could get a better hit at Spiderman with his shield, but the Spider guy jumped high, got on the shield and gravity pulled them down.

They were all upon him then, Clint shooting his arrows, Tony shooting at the guy he was now mildly annoyed with, and Rogers was throwing punches. But now it was Spiderman, with his fast reflexes, Captain America's shield, and his webs.

"God, look, I'm gonna be late-"

Natasha still cocooned in his webs, kicked out at Spiderman's feet making him fall over with a small 'oof!'.

He fell face forward, but quickly rolled onto his back and was about to get back up when Clint shot an arrow at him, hitting him in the chest.

"Well-"

"N-n-n-o-p-p-e-e" Spiderman chocked out, with a small chuckle, "I-I-I get i-t, Karma's a bi-tch!"

Then he passed out.

"God!" Tony barked, stepping out of his suit "even when he loses, he's still got the last laugh!"

He felt Natasha's glare, though she couldn't move, so she couldn't smack him on the back of his head even if she wanted to.

They put Spiderman in a white room. It was similar, of course, to the one that they had for Bruce. This guy was powerful, fast, sneaky, they needed to keep him somewhere he couldn't escape from.

Bruce gave him something so he would stay asleep, so when Rogers carried him inside and lay him on the white bed, the guy didn't jolt away to attack him.

There was a huge glass window to the right of where Spiderman lay so they could watch him, see if he tried to do anything to escape. Bruce sat behind the glass ready to install the security measures once they were done with the guy and out the door.

"We have to take off his suit, his mask, we don't know how he controls them, maybe they activate and-"

"Where do the webs come from?" Tony cut Natasha off, walking towards spiderman, picking up his wrist, pinching the material of the costume. There seemed to be nothing under it.

"Tony-" Natasha started.

"It's better we put your curiosities aside until later," Rogers muttered nodding at Bruce.

They had no idea what would happen if they tried to peel the suit off themselves. It was of good quality. Bruce nodded, standing from where he sat, coming inside the room.

"We don't know if maybe the suit only responds positively to the ower, it could set off an explosive, or make some backup calls. Maybe the guy has a friend. There's no way he's been doing all his Spiderman action alone. Maybe he has some backup help."

"It seems like something you would make, Tony," Natasha commented.

Maybe any other time Tony would have been offended, if the suit hadn't been this good he would have been, but the suit was good. Where the webs came from, he had no idea, but they most likely came from the suit.

It was something he would build, but of course, he didn't build it.

Rogers reached for the mask, but Natasha stopped him.

"Let's do the harder part first, taking the suit off, then we'll take the mask off." She let go of Rogers' hand so she could use both hands to turn Spiderman over.

There was no zipper on the back. They ran there hands down his legs, down his back, but there was nothing. They couldn't peel it off from the neck down, it would rip, actually the material just couldn't rip.

Then Natasha found something.

His chest. The spider on his chest was a different material, harder, but still thin enough.

"What is this-" she murmured lifting her hand from it.

"FRIDAY," Tony called, "scan the suit. Search for anything that might strike at us if we maybe try and take it off,"

"Yes, Sir." was Friday's reply.

She must have spent a good minute scanning before Tony called out to her again.

"FRIDAY?"

"The suit won't allow any information," she replied.

"What does that mean?" Bruce asked.

"The suit, it seems, is protected by some type of Artificial Intelligence. I can not make out anything that might attack you, Sir, the suit is too well protected for me to tell."

Natasha, Rogers, and Bruce shared a look.

Tony really could have built this suit.

"Wait- seriously!?" Tony snapped looking up at the ceiling in disbelief, "Friday, try again- guys there is no way this suit is that protected-"

"Sir the access is denied," FRIDAY cut him off.

Fuck.

"Okay, then let's do the easier part first, take the mask off Nat."

She nodded and reached forward pulling the mask off the guy's head, fisting it in her hand.

"What the-"

Rogers was so surprised he stumbled back, grabbing Bruce's arm to steady himself.

Tony who had been staring the ceiling, still very shocked with the fact that Friday couldn't get into the suit, turned to see why they gasped. Then, he understood.

"Oh shit-"

He probably looked like a fool, his eyes widening with surprise, and his mouth falling open, ready to nest flies.

A child. Most definitely a child was under that mask, laying on that bed, unconscious on heavy doses of drugs that Bruce had given him. A child with brown hair, pale skin covered in yellow, purple, blue bruises that looked days long, lay there.

Tony thought he was maybe fourteen. And that made him all the more shocked.

Also, Tony thought, there was no way he made that suit.