The day had finally arrived when they'd make a break for it. Peter had to contain his nerves, but it was difficult when he was nearly shaking with fear over what would happen to him if he was caught. He steeled himself though, knowing that if he got caught, he was going to get as many of the Avengers out as possible before doing so. After all, they mattered, he didn't. New York and the world could live without Spider-man, but without the Avengers, who would stop the big baddies from taking everything from everyone?

He walked to Art's office and sat in his usual chair. The man had summoned him without any reason it seemed, and Peter was a bit nervous because in a little over an hour, his codes would fry the system. That meant he needed to keep Art talking for that long. Piece of cake really, just keep a madman chatting for a little over an hour so that Peter could sabotage his systems. Easy.

"Do you know why you're here Peter?" The boy shook his head. "You're here because I'd like to tell you what I have found out about you over these past six or so weeks. Would you like to know what we discovered Peter."

"Yessir," Peter responded softly, in genuine meek fashion. Even though Peter was telling himself he was playing the part of a broken kid, if he was to be honest with himself, he really wasn't acting at all. The fear, brokenness, pain, loss of will, all of it was real. Instead of hiding it like he did around the Avengers for the most part, covering it with determination, he just let it seep through when he was just with Art. The Avengers don't have any idea of Peter's plan to break them out, and they certainly don't know that if he doesn't make it out, but they do, he wouldn't care.

"Your strength is beyond that of Captain Rogers', though that was proven when you broke out of the shackles we have restraining him currently with little effort." Peter shifted uncomfortably at that. He knew that his strength was extreme, even on a super stand point, and he hated it. Everything he touched, he had to be extremely careful that he used absolutely zero of his strength, and even when the strength was needed, he had to be careful that it wasn't close to his full strength, not that he knew his full strength, he was still learning about it all. The closest he came to what he believed to be the most strength he used was when he was trying to hold the ferry together. If he had used any more of his strength, the lines would have ripped, or the ferry would have broken even more. So he had no idea of his true strength.

"It's quite amazing really. Everyone says that they want Captain America's supersoldier serum, when they should be looking for you. I mean you are far superior to him in quite a few ways. Your healing factor is on par with his, and perhaps a bit faster, if you are getting the proper amount of nutrients that your body needs. It seems that your healing factor is somewhat connected to your metabolism and the better your metabolism, the faster it works, the faster you heal. You strength also correlates to your intake of calories and nutrients. The more you eat, and the better you eat, the stronger you are, and you haven't even stopped growing yet. The more you grow, the stronger you'll get, the faster you'll get, the faster you'll heal, the better your senses will be. As you grow up, your abilities will grow with you." Peter nodded.

"So my abilities now will only increase?" Peter gulped in fear of what his strength could become. The Devil man nodded.

"Yes. Now, Peter, your speed is not quite Quicksilver fast, which is understandable, but it is remarkable all the same. With the help of that sixth sense you appear to have, it is extraordinary. You can move faster than any other super person with some semblance of a heightened speed. Though your reactions are equally as fast, your sixth sense eludes us as to what it is. We have yet to determine is it is some form of precognition, or perhaps just another sense that relays possible points of danger to you. It appears to be the latter, but we are fairly certain that the more you train it, the more it will become akin to the former. Perhaps you'll be able to predict your opponents moves before even they think about it, successfully taking them down without any effort at all." Peter shuddered at the thought of knowing the future. Sure it'd be handy, but he didn't want to know the future because the future terrified him.

"Your senses, as you may have noticed, have been significantly enhanced and, just like your sixth sense, would increase with training. We will work with you on all of this at later dates. With your senses, it has been noted that normal things that cause us humans to squint, or cringe at, are magnified at least ten times for you, probably more. You suffered many a sensory overload as we tried to figure out your maximum and minimum capabilities. You can hear far beyond what a normal human being can, as well as see far beyond to the point where you can see details to things around twenty feet away that people could barely see at five or less. Your vision may even be better than that. Your smell, taste, and touch also appear to be enhanced, though the taste and touch not necessarily at much as the others, they still have a significant difference."

"So everything about me has been dialled to eleven?"

"In Layman's terms, I suppose that, yes, that is correct. Everything about you has been enhanced by the spider bite you received months ago. With proper training and stimulation, you could become a truly remarkable soldier. You would be near impossible to defeat, though currently, we have made it somewhat interesting." Peter looked up at the man with large, questioning eyes filled with concern.

"What do you mean," he squeaked out, mentally counting down the time he had left.

"You don't think that we would just torture you or merely experiment on you did you Peter? You've been here over a month. We've implanted certain things within your mind, things that you will never discover until a proper time and training sequence. I bet that you don't even notice that I've been speaking in Russian, German, Arabic, and Spanish for the entirety of our conversation and you could still understand me." Peter gulped and tried to think back. He couldn't tell if the Devil man was lying or not. It terrified him.

"Oh Peter, child, calm yourself, don't want another panic attack now do we? You see Peter, have you ever heard of a program called Winter Soldier by chance?" Peter nodded hesitantly. "Bucky Barnes, correct, Captain Rogers' friend? That's where." Another nod.

"We designed that program and the methods used in it. That was years previous however, and since then, we have perfected it. The Corporation learned that instead of wiping a memory and starting fresh, we could implant things within a brain instead, allowing the person to retain their own actions, thoughts, and feelings, while simultaneously already having innate knowledge over certain techniques that we find useful, such as languages from around the world. The problem, dear Peter, was that the many that we have tried to implant this knowledge with before you have all went mad, or became catatonic. Either way, they all ended up dead. You see, Peter, your mind is still stretching and growing, much like a sponge, allowing us to implant the knowledge in, slowly, over the course of your time here. You have the project downloaded into your mind without knowing how to find it."

"Wha-What does that mean," Peter exclaimed softly, eyes filled with panic and fear. Surely there wasn't too much time left before everything went dark. It felt like this was stretching for days.

"It means, dear Peter, that you have all of the knowledge and capability to become the world's greatest threat, the world's best assassin, the world's most feared soldier, with the proper training of course. You see, Peter, without the proper training that would coax these abilities from you, you're basically a ticking time bomb. With every encounter, you risk setting off one of the innumerable latent memories within your head. With every step, you may find yourself farther away from your home than you can remember walking. You may wake up to find all of your friends lying around you, dead, at your hand. The knowledge, if not properly brought out, can cause a greater disaster than ever seen before." Now Peter was freaking out. He didn't want anything to happen. He was panicking and shaking violently. He felt his hands going numb and knew he was hyperventilating.

"Peter, calm your mind, calm. You don't have to worry about any of that Peter. I will help you figure this all out. We cannot control you with a mere string of words like the former Winter Soldier, or wipe you if you become unruly and start to remember, because you are your own person, just with knowledge implanted within you. It is entirely your choice whether you cooperate or not. You can remain in your room, or you can train out your abilities. If you attempt to escape, we will not stop you, but you will have to live with the knowledge that even the smallest thing could trigger an implant with devastating consequences. So, Peter, your move, what's it going to be?" Peter could only stare at the man, frozen in his seat, when his countdown ended.

"Freedom," was the last thing uttered before everything blacked out. Peter bolted immediately and sprinted to the lab in the low, red light that draped the hallway. He broke down the metal door that he probably shouldn't have been able to only to find himself face to face with a repulsor. Quickly shifting himself from the path of fire, he moved closer to the Iron Man before grabbing him by his extended arm and dragging him with him. They had to move, and fast. Their time was trickling down.

"Hey, wait, kid? What the hell? I almost killed you," Tony exclaimed as he was dragged at extremely fast speeds through a series of winding hallways. The boy didn't say anything until they hit a divergence.

"I need you to follow this straight to the end and blast open the door. That's where Bruce is. There will probably be at least three armed guards on the inside, another two on the outside. Be careful and wait there once you get him out, we'll meet you there."

"Wait, kid, what?" By the time he got the words out, the kid had already started sprinting away, having vanished beyond a corner. "What the hell," he muttered before flying down the hallway, yelling and fighting anyone he came across. Then the alarms started blaring.

Peter went faster than he thought he could and completely overshot the door and smashed through a wall. With a small groan and mutter of 'ow' he crawled through the hole and crashed through the door to Steve's room. The man looked at him in complete shock, and continued to do so as Peter ripped the cuffs and braces away like he was ripping up paper. The kid grabbed his arm and dragged him quickly down a winding path towards what sounded like a fight. A repulsor beam shot out, nearly clipping Peter, as the duo rounded the corner to see a frantic Iron Man fighting off waves of soldiers, with a green-looking Bruce behind him.

"Uh oh," was all that was uttered before a loud roar ripped through the hallway, silencing the fight. In place of Bruce stood Hulk in all of his massive glory. Stepping to the side, Stark let Hulk burst his way out of the room as the group followed suit. That was, until, Peter realized it was the wrong way. He released his grip on Steve and sped ahead, climbing on the walls and ceiling to get in front of Hulk. Once he reached the green giant on a rampage, he leapt down onto the man, who stopped and turned to face him, yelling in his ears. Peter had to keep himself conscious, quite ready to black out from the pain the shout caused him. He was pretty sure his ears were bleeding, and, upon inspection, deemed that they were indeed bleeding. Shaking his head to try to get rid of the ringing he was hearing, Peter stared him down and just sat cross-legged on his giant arm, waiting for the man to calm down slightly. To the surprise of the two other Avengers, the Hulk calmed down and held out a hand to Spidey.

"Sorry," was all he said before setting the Spider on the floor.

"It's okay big guy, just try not screaming in someone's ears next time," Peter shouted because quite honestly, he couldn't hear jackshit. "This way, we need to get Thor." And off they went. Hulk did what he did best and made a Hulk-sized hole in the wall. Upon releasing Thor, who looked at the group in confusion, but said nothing otherwise, they headed quickly to the two other remaining Avengers. During the time spent releasing them, all Peter could think about was what Art had told him. He really wanted to leave, but he was filled with fear thinking about what he might become. His steps faltered slightly as the group ran for the exit. He started trailing behind the group, shouting that he was going to make sure everyone made it out and that he'd be fine. He stayed towards the back of the group as they reached the exit, which was made of two giant hangar doors that looked extremely thick and not very moveable. Hulk, Steve, and Thor started trying to make a hole while Tony tried to hack into the system.

A slow clap was heard echoing around. The whole group stopped and stared, a growl from Hulk being the only other sound in the room, minus the whirring of Tony's suit and the clap.

"I have to say kid, you had a good run, this was your best attempt yet." Peter could feel the eyes on him, but all he could do was narrow his eyes at the man responsible for his pain. "You made it, congratulations. You're free to go," the man said with a beaming smile and, tapping something on his wrist, opened the large doors to the outside. The Avengers looked wary at their opening, when Hulk burst forward through the opening and made it to the woods unscathed. The group started following suit, with Clint, Thor, and Natasha following suit. "That is, Peter, if you want to." Steve and Tony, the remaining Avengers, had walked to stand side by side with him in the large hangar they ended their run in.

"What does he mean by that kid?"

"Yeah Pete, what's he talking about?" Peter looked at the two of them, tears in his eyes. The man merely laughed in response, walking closer to the trio.

"You have no idea, then again, neither did little Petey here until moments before the lights cut out, a brilliant plan by the way Pete, wonderfully executed I suppose. I suppose that Peter will just have to tell you all himself come time. Have a wonderful life Spider-man," with that Art waved his hand and bullets began raining down like a storm. The three sprinted out the door, Peter hissing as one buried itself in his calf, but kept running due to adrenaline. Upon reaching the treeline, they collapsed to the ground before standing and heading to meet in the clearing where their jet used to be.

Surprisingly enough, the aircraft appeared to still be there, and fully functioning, given how it was up and running with the rest of the team just waiting on the three. Tony, Steve, and Peter boarded and the jet lifted out of the clearing and they started on their way home, though Peter wasn't sure where 'home' was anymore. His home was with Aunt May, and she was gone.

"Wait, what about the original mission?"

"Destroying the base, got that covered," Tony said before the group looked out the windshield to see the base exploding in the most wonderful display of fireworks imaginable.

"Let's blow this popsicle stand."