Peter worried about the woman all through the weekend, well into the next week. Late Sunday night he'd screwed up the courage to call Steve, confessing the whole thing along with his guilt. Steve had listened patiently, and when Peter was done, falling onto his bed, clutching the phone, he listened to his hero reply. It wasn't Peter's fault, he said. Crime took place all over New York, and it was all awful. He reiterated that Peter could always call the police, and offer aid to the victims however he could, without using his powers. Peter's face burned anew with fresh shame. He hadn't even thought about stopping to ask the woman how she was, and if he could help her in any way. Phoning the police hadn't even registered, really. He'd really dropped the ball on that one, but Steve was understanding and told Peter not to be too hard on himself. Steve went on to point out how it was a perfect example of why he needed to wait before jumping into the Spider-Man gig. In a high stress situation, he needed to be able to think and make the right call at a moment's notice. He was young, he had time to develop that skill.

"I should have done more," Peter muttered at last.

"We all have those moments," Steve assured him sadly.

It was a small comfort, and Peter slept a little easier that night. The next day before school he called the police and explained what happened, giving a description of the thieves. Two short, skinny teenagers, one with dreadlocks and the other with fuzzy red hair. They weren't overly impressed, and it figured that he'd done this too little too late. They might have taken him more seriously, might have been able to do something, if he'd had the mind to call them right after it happened.

"What has you do distracted?" Harry Osborn asked him Thursday afternoon. He'd been tutoring Harry since fourth grade, and they were sort of friends now. Harry grinned and glanced knowingly to the head of the classroom. "Let me guess. It starts with a G and ends with an N."

"What?" Peter asked, confused.

Harry rolled his eyes. "Gwen Stacy," he whispered. "You can't fool me. I know you like her."

And Peter did. He liked Gwen Stacy very much. Today, though, she wasn't the cause of his distraction. He was too depressed for her to be the cause. He was still going over the scene in his head. He imagined himself following Steve's advice, but mostly he indulged in Spider-Man fantasies. He could have thrown off that mask and chased them down. He'd have left them both tangled in his webbing, and he'd return the purse to the woman who would smile and thank him and hug him.

"Dude, if you keep staring she's gonna know," Harry warned.

Peter blinked, eyes dropping down to his notebook. When had they gotten to math? The last thing he remembered was history. His gaze so often drifted to the pretty blue-eyed blonde that it found her even when he didn't realize, and she wasn't even the current subject of his daydreaming. Gwen Stacy's smiling and giggling was a better mental image than of the mugger getting away, maniacal laughter ringing in the air. Had the guy even actually laughed? The details were fuzzy, so mixed in with the replays and fantasies.

"Shut up," Peter muttered.

Harry snickered and whistled innocently, going back to his own work. It was the day before a test, and Mr. Robinson was better than most teachers. Thursdays were Study Days. At the beginning of class, Mr. Robinson would go over the previous night's homework with the class. The rest of the hour was devoted to doing that day's "homework" and studying. You could go up to Mr. Robinson's desk and ask for help, if you needed it. Friends could help friends, little study groups forming around the room, people pushing their desks together and huddling in close. You could even doodle or pass notes, as long as you weren't disruptive.

In fact, Peter's and Harry's desks were pushed together and Harry was trying to do his own work. Peter hadn't even touched his own homework, and he shook his head, getting back into the game. It took all of ten minutes to finish and Harry grinned gratefully when Peter slid the finished sheet over. Seeing as how he was supposed to be Harry's tutor, letting him straight copy wasn't the best means of aiding him on tomorrow's test.

The thing was, though, that the whole incident with the mugger was slipping away, replaced by more pleasant thoughts. Gwen was nearby in a group of her own friends. She'd turned her desk around to face Mary Jane Watson's, and Liz Allan's was pulled up to the side of theirs. Gwen having her desk turned around had her facing Peter's direction and her teeth were clamped down around the eraser of her pencil as she laughed breathily. All three were near-silently giggling, keeping the noise level at a minimum to avoid reprimands from their teacher.

"She's perfect," Peter whispered. He knew Harry had heard when his friend chortled and was half-heartedly hushed by Mr. Robinson.

Peter's theory was proven a few minutes later when he eavesdropped on their whispered conversation. They were talking about their favorite superheroes. Mary Jane was in the very small Hawkeye camp, but agreed with Liz that Iron Man was pretty awesome. Tony Stark was rich and handsome and charming and so smart. Peter agreed that the armor was pretty great. He'd built it himself, and made most of the team's gadgets. Peter's web shooters had been plenty tricky, he couldn't imagine what it must have been like making an entire suit with all the capabilities it had. That was why Peter was so stoked that Tony was going to help him work on the web shooters.

Tony was pretty great. They were all great. They were heroes, bigger and stronger and braver than the average person. But one stood out above all the rest, and that was Steve Rogers, also known as Captain America.

Gwen waxed eloquent about all of the captain's finer qualities. Liz put in that, yeah, Steve was so hot. Cute, but hot at the same time, which was apparently a big deal to them. Gwen turned pink, agreed, but steered them onto purer conversation. Steve represented the American Dream, the ideal that their country had strayed so far from. She spoke of his beginnings, how he persevered and stuck to his guns. Steve was physically powerful, but he was more than that. He was intelligent, an ace tactician, and he had a heart of gold. You would never doubt his intentions. The man was all about dedication and loyalty and morals.

Peter's heart sped up a little as he rolled his pencil up his desk, letting it fall off. It ended up closer to his feet, which was the wrong direction, but he offered a little nudge with the toe of his sneaker to send it rolling the other way. Harry stuffed his face in his arm, body shuddering, back of his neck red and Peter's neck and face heated up as he scrambled out of his desk to go retrieve the pencil. Gwen was tapping her own pencil onto the desk, beating it in time with her passionate speech. Her eyes were big and clear and Peter could get sucked into watching or listening to her, but both of them together was incredible. Gwen really was so beautiful.

"He's not just a hero," Peter agreed when Gwen took a breath. She gasped and blinked up at him. Mary Jane turned to smile at him, but she'd noticed him standing there ten seconds ago. Liz rolled her eyes at him. "He's the hero."

"Exactly!" Gwen said triumphantly.

There was an empty desk nearby that Peter was able to scoot closer to their group.

"I'm not saying he's not ah-mazing, because he totally is," Liz said. "But he's a little too perfect. He's got to be hiding something."

"No, he really is that great in person," Peter said. All three girls gaped at him. "I met him. Once." More than once, but they didn't need to know all of the details. "He's polite, respectful...Intimidating as all heck, but...more like a dad. He's strict, and you're a little scared of him, but you know he cares about you and it's okay."

"What would you know about having a dad, Parker?" Flash Thompson snickered nearby.

Mary Jane's face twisted up. "Shut up, Eugene!" she hissed. Gwen frowned at Flash and shot him a dirty look. "Ignore him, Peter," she said. "But that's...Gosh, how did you meet? What happened?"

Peter really had not thought this through.

"The usual way," Peter shrugged. "He was...working." Which he was. Why else would he have been there when Peter woke up? He was doing his duty and keeping an eye on the strange kid. Steering him on the right track. Et cetera. "We kind of...had this one on one conversation and...He gave me some great advice. The whole 'don't grow up too fast - enjoy school and hanging out with friends while it lasts' kind of thing."

Peter wanted nothing more than to spill out the whole truth. He wanted to explain about the spider on their last field trip, and brag about being Spider-Man and that one shoplifter he'd dealt with, and helping take down Mr. Parsons. Heck, he'd brag about getting kicked in the back of the head by Black Widow. He wanted to tell her about waking up in Avengers Tower with Captain America right there. He wanted to tell her about their conversations and sitting in on an Avengers training session. He wondered how big and bright her eyes would be, how awed all of them would be. He could show off his powers, crawl around on the walls and shut Flash up with a web to the face.

"He spoke to you?!" Liz demanded.

"Oh my gosh!" Gwen squeaked.

"Peter, was it..." Mary Jane said quietly. "I mean...I heard about...Mr. Parsons. He was the manager at the...home, wasn't he?"

"Oh gosh, that's right," Gwen mumbled, brows pulling together. "And if...Are you okay, Peter? That's why you didn't come to school the next day, wasn't it?"

"Yeah, we all heard about Pervy Parsons," Flash said loudly. "He likes touching little boys, doesn't he? Did he touch you, Parker?"

"That is enough, Mr. Thompson," Mr. Robinson shouted. Peter jumped. The class was silent, staring at Mr. Robinson. They'd never seen him angry before. He was so mellow and that tense, red face didn't belong on him. "Go see the principal."

"I was just kiddin' around!" Flash argued.

"Now, Mr. Thompson," Mr. Robinson said.

Flash mumbled and grumbled as he grabbed his backpack and he kicked Peter's leg on his way out. Peter hissed and rubbed his leg, glaring at Flash's back. If he had his web shooters, he could aim for Flash's ankles and trip him. See how funny he thought it was when he was flat on his stinking face.

But that would be a misuse of his gift. Whatever fleeting triumph of seeing Flash put in his place wouldn't last. He was harmless, just a school bully. There were bigger fish to fry out in the real world. Peter had to focus on preparing for them.

In the lower levels of Stark Tower, Tony had willingly gone into a meeting. Pepper had been surprised when she turned up to drag him down, only to be informed by Steve that he was already in the board room. Steve wasn't surprised, considering the people who would be in this meeting. Pepper would talk business with Hope Van Dyne while Tony wrangled Dr. Hank Pym into shop talk. Even Bruce was in on this meeting, and Steve could only imagine what sort of big name project would come out of it.

With his girlfriend and mentor in the building, Scott Lang came along, accompanied by his daughter to spend time with the present team members. Everyone else was busy, leaving Steve and Sam with Scott and Cassie, who thought everyone was oh so cool. The Falcon was almost as cool as her daddy, she said, and she had little to no interest in Captain America, which was fine by Steve, if amusing to everyone else. Captain America was a little too old school for a young girl.

"Kid has taste," Sam said, preening under the attention. "Better luck next time, Rogers."

"Let's see if that attitude sticks Saturday," Steve warned, grinning as his friend's eyes narrowed.

"Daddy thinks Captain America is cool, Cassie," Scott said.

"Suck up," Sam muttered.

Steve just laughed and within fifteen minutes, all three men were wrapped around that little girl's pinky finger. Cups of milk and a plate of cookies were their snack as they sat around the living room with a game of Candyland, Scott all sheepish smiles and apologies. Cassie won the game and demanded a round of Go-Fish that was still raging on the time the meeting ended. Hope and Tony might have smirked and snickered when they saw, but it wasn't long before they were pulled in. The game only ended when Cassie fell asleep against Hope and Scott picked her up to put her down for a nap.

"Anyone up for Monopoly?" Tony asked eagerly.

"Not on your life, Richie Rich," Sam snorted.

"Come on!" Tony exclaimed. "Pepper!"

Pepper sighed, walking into the room, fingers flying furiously across her tablet. "Not your mother, Tony."

"You mean you're not going to spank him? Right, we wouldn't want Coulson to get jealous. You could put him in time out, at least. Or does Coulson get - "

"Don't even finish that sentence," Pepper warned, still not looking up.

"Spoilsport," Tony quipped. "How 'bout it, Steve? Wanna put me in time out?" He waggled his brows and Sam choked out a laugh. Steve grinned and shook his head, cheeks only turning a light pink. Being married to Tony Stark, he found he wore that color often. The fact that he could still be embarrassed, after all this time, was a source of great pleasure to his husband and amusement to their friends.

"I don't even know what that means," Steve admitted.

"I don't know, but it could be kinky. Anything can be kinky," Tony promised, voice low and husky. Sam jumped to his feet.

"No. No way. I am not sitting in here for this," Sam said, and Steve half expected him to shove his fingers in his ears. He walked away quickly and Steve leaned back against the couch, stretching his legs across the floor, bumping his foot against Tony's leg.

"Cassie's a cute kid," Steve commented. He glanced up at Pepper who managed to tear her eyes away from the screen, her eyes knowing as she turned and headed to the elevator. Smart woman, to give them their privacy.

"Mhm," Tony agreed, gathering the cards and putting the deck back together. Pepper had gotten it. Tony must have, too.

Steve shifted and flopped one leg between Tony's, using his feet to trap his leg at the knee, tugging at him. Tony laughed and swatted his leg, looking up at him. He was smiling sadly, brown eyes uncertain. "Don't tell me you want one, Cap." The words were light, but they both knew better.

"You know I do," Steve said quietly. He always had, and for a short time he'd given up on that dream. Waking up in this time and finding his place in it, he'd given up on the idea of having a family. Then Tony happened, and while he wanted children, it was out of the question. Their work was hard, dangerous, and it wouldn't be fair to bring a child into their lives. Tony was enough for him, he really was.

And yet.

Steve moved away from the coffee table they'd played on and grabbed Tony's ankle, pulling him across the floor, closer to him. Tony didn't fight it, face resigned. Steve offered his nose a kiss and took his hand. "I get why we can't...It's not an easy call. There's always that risk, of something happening to a child or putting the child through losing one or both of us." Tony's hand gripped his tighter and Steve gave a comforting squeeze. "Hope lost her mother. Cassie was in danger when Scott first became Ant-Man. And not to sound arrogant, but anyone close to us will always be in more danger than anyone."

Steve let out a breath. "It occurred to me that...It's still not a guarantee. Nothing is guaranteed. But...Spider-Man's an orphan, Tony. He lost his family, and he's living in a boy's home. Twelve years old, and he has no family. What he does have are powers. He'll have a bullseye painted on him if anyone finds out, but he can also protect himself. He'll do a heck of a better job once we train him up. If we were to adopt, wouldn't we want someone more like us?"

"Another freak for the freakshow?" Tony snorted, eyes flicking around the room and cleverly avoiding Steve's gaze.

"Hey," Steve reprimanded gently, curling his fingers under Tony's chin and lifting his face. Tony stubbornly stared at something to the left of Steve's head. "He's all alone, Tony."

"Hardly," Tony argued. "You're bringing him into the team, aren't you?"

"True," Steve agreed. "But he doesn't even trust us to know who he really is, not yet."

"That's just it. We don't even know who he is," Tony agreed, finally meeting Steve's eyes. "We don't know anything about him, and you're letting him get away with his anonymity."

"He's scared," Steve explained. "Let him get comfortable. He'll come around."

Tony sighed and rubbed his face. "We can't adopt him if we don't know who he is, Steve. I just...I don't like this, taking him in like a stray and letting him come and go as he pleases. We have no name, no face, nothing. And you're taking him at his word?"

"He's just a kid," Steve reminded him. "If...if he ever did anything, Natasha can track him down."

"But what if she can't?" Tony demanded, so serious that Steve sat back and waited. "No offense to Natasha, but she was raised to be an assassin. They turned children into murderers. Spies. Did it never cross your mind that this might be a scheme? Preying on your humanity as an in?"

"I won't give up my humanity just because someone might take advantage of me," Steve said with a shake of his head. "He deserves a chance, and I'd rather risk being played than risk an innocent child being hurt for our selfish paranoia."

"This is how we stay alive, Steve," Tony snapped. "We play it smart, and we don't trust everyone."

"You mean, don't trust anyone?" Steve shot back.

Tony shook his head and pushed himself away from Steve, grabbing the table to aid him in standing. Steve watched him calmly. "One wrong move on his end," Tony warned.

"Then we take him in to SHIELD," Steve said. "I won't have him hurt. Even if he is a spy, he's still a kid."

"Sir, yes, sir," was Tony's sarcastic response, complete with a salute. Steve glared at him as he marched out, some bastardized soldier's march. Steve scoffed and pulled himself onto the couch. He understood Tony's reservations. He understood why most of the team didn't like his decision. Thus far, they'd all stuck by him, following the order. But for how long?

There's was always the risk, but Steve was willing to give him the benefit of the doubt. He truly believed that Spider-Man was a good kid, and everyone else would learn, eventually. Once the team trusted Spider-Man, and Spider-Man trusted them, they could revisit the conversation.

On Saturday, Peter got to watch the Avengers training again. Scott and Sam sparred first, with Scott coming out victorious. "Just like old times, huh?" Scott teased, helping Sam to his feet.

Sam scowled at him. "Shut up."

Steve then had them spar again, this time allowing Scott to choose an ally. He held his chin between his fingers, examining the group, and finally grinned Peter's way. "Spider-Man, for 500?"

Peter leapt to his feet eagerly, but Steve grabbed him by the back of his uniform and pulled him back into his seat, shaking his head. Scott shrugged apologetically and decided on Wanda. Sam stamped his foot, rolling his eyes. "Aww, hell naw."

"Don't give up before it even starts, Sam," Steve warned. "Natasha, take over. Every winner gets to add an ally until the whole team's in the ring. From there, every loser has to lose an ally. Spider-Man, with me."

Peter followed Steve into the regular old boring old gym. "Today I just want to see where you stand, what you can do, so I can develop a more specialized routine," Steve explained with a smile. "You can watch the end of the training, I promise."

"Who do you think will win?" Peter asked, hopping onto the treadmill Steve motioned to. Scott had already beaten Sam, and now he had Wanda on his team. It didn't seem like much of a competition. "I mean, won't Ant-Man have everyone on his team?"

"Not necessarily," Steve said, hitting buttons on the treadmill. "Hold onto the bars and don't let go. Ready?" Peter nodded and Steve hit the start button. It started him off slow, a little warm-up, but was gaining speed. Oh heck. "Wanda's powers are strong, but unstable. The Ant-Man suit's capabilities outrank the Falcon's wings, but Sam's physically stronger and faster than Scott outside of it. Scott was trained in martial arts by his girlfriend, and Sam trained in the military. Powers, equipment, physicality, mentality, all of these things add up, but there's no exact science. Sam's outnumbered, and Scott already beat him, as you've seen. But that doesn't mean he'll win again. Say, Sam positions himself between Scott and Wanda, ducks one of her attacks so that it hits Scott instead. He'd have forced one teammate to take out the other. He could use Scott's size against him, step on him, trap him under or in something. If he's focused, he can come up with any number of ways to take them both out. Or, on the other hand, Scott or Wanda can make a mistake which would cost them the round. Carelessness has cost as many victories as skill has won. Don't ever discount anyone."

That made sense, actually. Peter pictured Sam lifting Wanda into the air and dropping her on top of tiny little Scott. He liked Scott, though, hopefully Wanda wouldn't squish him. The smile fell from his face. "Does anyone get seriously hurt, ever?"

Steve's mouth was a grim line. "Rarely, but it happens. Everyone's tough, and no one aims to kill. Most of them end up with scrapes and bruises, but Wanda's had her arm broken and Scott's gotten a concussion. It's dangerous work; getting ready for it isn't easy."

Peter nodded and looked down at the machine, eyes getting big when he saw the numbers. "Wha-?" And he looked down at his legs, almost a blur as they moved. He wasn't even out of breath. "Whoa!" Surprise jumbled his mind and he stumbled, feet sliding out from under him, face slamming into the moving belt.

"Dang it," Steve hissed, reaching out to help him up. "Are you alright, Spider-Man?"

"I think I broke my face," Peter mumbled, words thick and lisping. His nose throbbed and his mouth was swollen. He hardly noticed Steve pulling up his mask, but he didn't pull it up all the way. Peter was sitting on Steve's knee, leaning against him as Steve gingerly patted his face, feeling beneath the mask for any other damage.

"Nothing's broken. That'll be a nasty bruise and you busted your lip. How's your head? How many fingers am I holding up?"

"Err...two. And the thumb," Peter said.

"Good, okay," Steve said. "Can you stand?"

"Yup. Maybe," Peter said, swaying a little, but he grabbed the bar of the treadmill and after a moment the earth stopped tilting. "I'm good. Geez, did you see how fast I was going?!" He'd known he was faster, but that was fast. A Not Normal kind of fast.

"I did," Steve agreed. "Let's try some weights."

Twenty pounds was nothing. Fifty, then a hundred. Peter's eyes were bulging behind his mask, so absorbed in his strength he forgot how much his face hurt. When he hit one ton, he had to walk away, hands on his head, legs doing jittery, half skipping motions as he paced. "Dude, dude, dude," Peter whispered. "That's a lot, that's really a lot, a whole lot. Did you see that, Captain? Didja? That was a ton! I could barely do twenty before! Wowzers. Oh man. Oh man." He rubbed his face and hissed. "Ow! Geez, I just want to touch my own face, but no. No, no, apparently not. My bad, Mr. Face..." Peter stopped and sighed. "Man, I did it again, didn't I?"

"Still talking to yourself." Steve was amused and Peter chuckled sheepishly. "Let's try two tons."

"Are you trying to kill me?" Peter demanded, but did it anyway. He got all the way up to six tons, but Steve thought he showed promise and that with a little work he could manage even more.

"More. More than six tons? Are you kidding? That's...that's..." But he couldn't decide what that was, so he settled for waving his fingers over his head, miming his brain exploding, complete with a whooshing noise out of his mouth.

"Hey, it'll come in handy," Steve promised, patting him on the back. "You did good. But there's always room for improvement. See what you've done today? Imagine what you'll accomplish with a little practice."

Peter couldn't imagine, actually, and he wanted to sit down and let it all soak in. It was just like getting his abilities all over again. He knew he was faster and stronger, but seeing it spelled out this way. It was mind boggling, and a little intimidating. He was just a kid, just a normal kid from Queens. He couldn't play baseball to save his life, but he was good in science and was an honor student. There was nothing special about Peter, only now there was and it was scary. How did one person handle having this much power? He could do anything! He could outrun Flash Thompson and throw him across the football field. He could pick up a car...heck, he could juggle cars! Maybe. He'd only tried juggling once and it hadn't gone well, but maybe he could now. (Tomorrow. He'd try tomorrow, dig around Calvin's room for small squishy balls to practice with.)

He was going to be an Avenger. They had a Hulk. They fought aliens and robots and they got hurt. They hurt each other. He'd dreamed of being a superhero when he was a kid, reading Uncle Ben's old Captain America comics, and then seeing the Avengers come together to save the city. He'd wanted to be Steve's sidekick, and Tony Stark's assistant, and Natasha Romanoff's boyfriend and Bruce Banner's best friend. He wanted to play paintball with Clint Barton and arm wrestle with Thor. He wanted to save the world and be one of them.

Be accepted by them.

And now he kind of was, but it was a lot. It was a lot of responsibility. Gosh, so many kids would want this opportunity, but they didn't understand it at all. He wasn't normal anymore. He was a freak. And he didn't even really fit in here, either. He'd never fit in anywhere. Only with Uncle Ben and Aunt May, and he'd taken them for granted, and now they were gone.

Peter wasn't sure when he'd sat on the treadmill, but it wasn't moving anymore. Steve was beside him, hand heavy on his shoulder. Blue eyes studied him with concern and Peter offered a wobbly smile, though Steve couldn't see it.

"Are you okay?" Steve asked quietly. "Do you want to go home?"

"Can we play paintball?" he blurted out.

They didn't play paintball. That was too advanced. People could get hurt playing paintball. So they started off with squishy balls. (Maybe he could borrow those instead of Calvin's.) Steve took him to the target room, letting him test his aim from different distances, then on moving targets. Not bad for a kid who'd never been good at sports. Steve sent him out afterwards and threw the squishy balls at him, watching him duck and move around. The ball only hit him twice, and once it was only on his fingertips as he dropped to the floor. Training kept him from thinking and he was feeling calm and tired by the time Steve called it quits.

Back in the training room, Scott had Natasha on his team and was having Wanda sit out after a loss. She sat beside Vision. Sam had Rhodey on his team now. Peter sat slouched in his chair. The sparring didn't hold his interest like it had before. What would Uncle Ben think of him now? Would he be proud? Angry?

He'd tell Peter to buck up and do what was right. But what was right? Using his talents for the greater good. That was right. Wasn't it? With great power came great responsibility. It was a heavy weight on his shoulders, but there was no choice. Peter had to do this. Look at all he'd accomplished today. What else was he going to do? Sit out the fight and go be an accountant? Or, worse yet, use his powers for his own benefit. He could go compete in the Olympics or play football. He'd be rich off of his newfound skills. And while he was making touchdowns, people like Mr. Parsons would be out there hurting people.

"It's okay if this is too much," Steve said quietly, eyes never leaving his team. Peter was grateful for it. No pressure.

"No," Peter said. He didn't elaborate. It was a lot, but it wasn't okay. "I can handle it."

Steve nodded and let the matter drop, at least for now. Peter pulled himself out of his head, focusing on the fight. Sam charged at Natasha who used the momentum to pull her body down, twisting around, using her legs to throw Sam into War Machine, Scott coming back to full size right behind Rhodey's legs, shoving them out from under him. The two men collapsed to the floor, Sam on top of the armor, and Scott and Natasha grinned and high-fived.

"And to think I'm the newest-" Scott bragged, but Sam had gotten up and tackled him to the ground.

Steve snorted and leaned in to Peter. "Lesson 1: don't get too cocky."

"Spider-Man," said a mechanical female voice, "Mr. Stark wants you in his 'shop ASAP."

Peter squeaked and scrambled to his feet, tripping over his chair and landing into the one beside him, knocking it over. His limbs were all tangled in the two chairs and he looked around, half expecting an Iron Lady to walk in, but he didn't see anyone. "Who's that?" he whispered. "Oh, wait, I know this. Hi, FRIDAY!"

"Heya, Spider-Kid," FRIDAY said. "Fifty-fifth floor. He doesn't like waiting."

Tony was studying arachnology when Peter walked into his workshop. Several holographic screens were pulled up all around, filled with articles and pictures and video. FRIDAY was narrating an article by an arachnology expert who worked for OsCorp. Peter hesitated in the doorway, nervous to speak up and contenting himself with listening to FRIDAY speak. She was a pretty cool lady, considering she had no body and Peter wasn't really sure if she counted as a lady or not.

"That's where it happened," Peter said after a moment.

"Hmm?" Tony asked, turning to look at him.

"OsCorp. It was a field trip. Radioactive spider," Peter explained. "I don't know what they were doing with it."

"No, the article doesn't go into much depth," Tony agreed. "Not that I blame them. I don't go out and explain arc reactor technology or the Iron Man armor to anyone, do I? I could look into it, see if I can hack their database...I'll get Lang in here, he's the criminal type."

"He's what?" Peter asked.

"Scott Lang, Vistacorp, never mind. Are you ready for a change of clothes?" He motioned a few feet away at a mannequin wearing the new and improved Spider-Man costume. The red and blue were more muted, less showy than Peter's design. The black web design had been incorporated, blending in more with the dulled colors. Less cartoony, less clowny, more professional. Peter rushed over to it, stopping a foot away, gaping in awe. The suit was more form fitting, made of a thicker material. Taking off one glove, he reached out to touch it, pinching at it.

"This is like Captain America's uniform, isn't it?" Peter asked reverently.

"Yeah, I used the same material for almost everyone's uniforms. Kevlar, works like a dream," Tony explained. "Go on, try it on."

Peter nodded, then frowned. "Err...there aren't cameras in the bathrooms, are there?"

"...No."

That was good enough for Peter. You could never be too careful, and Stark Tower had better security than most places. Cameras had be all over the place, even if he couldn't see them. Having them in the bathroom was an invasion of privacy, and even if they had them, they probably didn't look at them unless it was an emergency. Tony removed the costume from the mannequin and Peter headed to the bathroom, glancing every which way as he crept inside. Then he checked every cabinet, every corner of the walls and ceiling. He ripped off his gloves, tossing them aside, shoving down the pants and stuffing his legs into the new ones. He removed his top, catching on the mask, but keeping it from peeling off at the last second. Only when he had the new mask in hand did he duck his head, tucking his chin into his chest as he dropped the old one, making swift work of covering his face with the new one. It was a struggle fitting it over his head. He'd been in such a hurry to hide his face he hadn't focused on having the new one in position. He had to twist it around, pinch at it, tugging it and moving it around until it fit neatly. The material clung to his skin and was lighter than it looked, softer. He twisted his upper body, then reached down to his toes. He could move in it no problem.

Peter stepped in front of the mirror, lifting his arm to wave at himself. This was awesome. He looked like he belonged with the team now. He could walk out with Falcon and Ant-Man and no one would even question his being there. Holding out his arms, he looked down at the web shooters, then lifted his left hand, shooting one at the ceiling. He used it to lift himself up so that he could see his entire body in the mirror.

"Hi-ya!" he whispered, kicking a leg out and the web swung a couple of inches from side to side. Reaching up with his right arm, he wrapped both hands around the web and moved his legs back and forth until he got the web swinging again, twisting his hips to get it to rotate. "George, George, George of the Jungle, strong as he can be," he sang to himself.

"Got it, kid?" Tony called out from behind the door.

"Oh!" he exclaimed in surprise, tugging at the web. There was a moment of panic when it didn't let up, but then his feet in the floor and he stumbled back into the sink. "Yep, yep, I'm good!" Glancing up nervously at the dangling web, he went to fling open the door. "This is so cool! The new shooters are great - very smooth. Almost too easy, but I'll get the hang of it."

"I'm sure you will. Steve won't let you go untrained," Tony promised, an edge to his voice that made Peter falter. Right, Tony didn't approve of him. It was awfully nice of him to help out anyway. Unless Steve made him. Yeah, Steve probably made him.

"Right," he said, shoulders slumping. "Well, thanks. This is...really neat. You didn't have to and...Well, I really appreciate it."

There was something uncertain in Tony's face, and Peter didn't know what it was. Tony reached out to pat him awkwardly on the shoulder. "Well, I can't have some super-kid running around in my tower looking like you did. I have an image to maintain." He had a stylus in his hand that he was tapping against his opposite arm. "Next weekend I'll walk you through the new capabilities, and if we want to make improvements, we can."

We. He said we, which implied Tony and Peter, right? At least the two of them and other people, but it definitely involved Peter, right? Plus, Tony was going to come to his next training day. Peter wanted nothing more than to go test out his new suit and the shooters, but he didn't want to be a bother. Tony was trying to be nice, and Peter was not going to mess it up.

"Cool, definitely, yeah," Peter agreed, shoving out his hand.

Tony stared down at it, a smirk breaking out and he chuckled as he firmly shook Peter's hand. "Don't make a mess of my tower."

Peter glanced guiltily at the web hanging from the bathroom ceiling. "Of course not. I would never."

On his way out, Peter was offered a plastic bag by Scott to carry his old uniform in. Tony said to scrap the thing, but Peter wanted to keep it. It was his first ever costume, even if it wasn't anywhere near the same level as his new one. Peter followed Scott into the kitchen, waiting as he dug through a cabinet where a wad of plastic bags was kept. "Never know when you need these," Scott told him, shaking it out and holding it open so that Peter could dump his clothes inside.

Bruce was humming at the stove, stirring something around in a pot. Steve stood at the island counter, cutting up a warm, fresh loaf of bread. "Heading out, Spider-man?"

"Yessir," Peter said.

"Do you want to stay for lunch? Whole team will be here," Steve offered.

Peter glanced at Bruce then to Scott, who smiled encouragingly. Then he turned to where Tony stood in the doorway. Tony just raised a brow at him, but he wasn't unwelcoming. Peter swallowed. Lunch again, this time with everyone. Hanging out with the Avengers casually. He'd see what they were like together, outside of business.

"Are you sure?" he asked.

"I wouldn't offer if I wasn't sure," Steve pointed out.

Bruce turned around to offer him a smile. "You worked out today. You need to eat something to keep your strength up."

Peter twisted his fingers nervously, but Bruce was encouraging and Scott was friendly and everyone was really nice so far. He smiled behind his mask and shrugged. "Sure, why not. I mean, it can't beat PB&J, but."

"Grape or strawberry?" Tony asked.

"Strawberry," Peter replied.

"Yes, I see your dilemma."

"We do appreciate your deigning to eat with us," Steve said seriously, only the twitch in his jaw and the crinkling of his eyes giving him away.

Who knew. Maybe Peter could fit in here.