AkaDeca: well the Spider's Species Peter was bitten by was unknown so I would say the form would look like Man-Spider but it's your choice to imagine what the form looks like.

Guest: I understand where you come but this is my fan-fiction, and I don't like the fact that Adrian's her father so there's that.

Spider-Man Homecoming

Fourteen

Peter crashed into a wall and was winded at the same time. Man she sure packs a punch. He thinks as he groans, he sees little Spider-Men with various different costumes dancing around him. He shakes his head.

"That was uncalled for, didn't even touch you." Peter said. He examined the girl in front of him. She was wearing a skin tight suit that left room for imagination, kind of like the suit in the metroid video games Peter once played when he was a kid. Now she also seemed to be sporting a mask. Where did that come from. Peer wondered. His Spider-Sense flared wildly and the girl lunged at him. He ducked, rolled backwards and kicked her in the gut. Peter went into his signature crouch position.

"Karen, position of the Avengers, this one seems a little strong." Peter says to his A.I.

"They are in one of the sub levels fighting what appears to be Hydra soldiers, they'll occupied for sometime." Karen informs Peter. Peter huffed. Just great. He thinks as he dodges a swipe and he thought he saw claws on the tips of her fingers on her gloves.

"Who are you lady?!" Peter asked as he shot globs of webs at the girl. While she was slashing at the globs of webs he could tell this girl was at least his age or older than him. Before he could react he was pinned to the floor and her face was too close for comfort.

"At least buy me dinner first." He quipped. With a rapid and precise jab to the face which stunned the skilled fighter peter rolled away from her and cracked his knuckles.

? Years Ago

Audrey was scared and confused, one moment she babysitting Peter Parker and she felt a painful prick on her neck and before she could do anything she blacked out. She couldn't help but think how cold it was and how dark it was when she came to, she had thought she had gone blind when she woke up.

"Where-Where am I?" Audrey asked.

"Don't worry Ms. Parker, you will learn soon enough." an unfamiliar voice said.

"Who a-are you?" she squinted her eyes. she could make out a man in uniform and a red symbol on it.

"I am Supreme Commander Schmidt, I'm sure you've heard of Hydra yes? If sou then you heard of me." then the lights were turned on, even though they weren't considerably bright they still burned her eyes. Audrey almost screamed in terror when she saw the Red Skull.

"What do you…want with me?" Audrey asked.

"I'm sure you heard of Richard and Mary's exploits, now I wonder what they'll do when I turn one of their own against them and create a new and better version of the Winter Soldier. I would have taken the child, but you seemed to be the better choice." Red Skull said before he walked out and the lights turned off.

Many months passed and Audrey was wiped of her memories and she could no longer remember who or what she was before her life of assassinations.

"Soldat, mission report?" an American Hydra Officer asked

"Mission Successful, the serum was obtained and both occupants, were killed and made sure too look like an accident." Audrey now the new and improved Winter Soldier said. Their previous soldier was captured two years ago and his fate is not known to this day.

"Excellent Soldat, rest for now, new order will be given when ready." the officer said.

Present,

Peter scanned for anything that his enemy could be carrying on their person. Peter did notice one thing about the woman's eight arm. The shape looked a little different than the other arm she has.

"Karen, scan the right arm of that woman." Peter said. He then shot a web at the woman which in itself was a distraction. when the Winter Soldier realized what Peter was doing she tried to punch him with the intent to knock him out and presumably kill him, but Peter caught her arm and when he could feel the coldness of the arm he knew what it was.

"Wow! You have a metal arm too!" Peter exclaimed loudly and in a fan boy kind of way. Although Peter couldn't see her face in the entirety her eyes gave away how shocked she was that this person, this boy could hold her arm without trying.

"This is awesome!" Peter said. He flipped over the Winter Soldier. Then something clicked in his head as the woman slammed to the ground.

"Wait a minute, are you a Winter Soldier!?" Peter shouted. If this was the case he would have to tell Tony, Steve and Bucky as soon as this was wrapped up.

"Her arm is composed of an experimental metal not known on any database." Karen said.

"Thanks Karen." Peter said more quietly. He then changed his web shooters to the web bomb setting and fired two web bombs which made sure the woman was going to stay on the ground until back up arrived. Peter than sat down next to the woman.

"So going to tell me who you are? Or are you one of those giving the cold shoulder type of villains?" Peter asked. Not expecting an answer.

"I do not know my name, all I know is I am the Winter Soldier, that's all I've known for years.

"*ZZZZT* Do *Static* now *Static*" Peter assumed that the voice belonged to Wanda because it sounded like her trying to talk to him

"Well, the Avengers are on their way, maybe you can be inducted as one of us, that's if you want the Hydra stuff removed for your head and all that stuff." Peter says.

"That sounds…good, all I ever wanted was to be free, but If I showed any emotion they would punish me, that's all I ever wanted, to be free, but in the end all I ever did was cry in the shadows wearing a mask to please Hydra." The Avengers then arrived at the scene.

A/N: I'm not even going to promise when new chapters will be released because then I'll end up forgetting and disappoint what followers/fans I have left.

I'll also be leaving an email address at the start of my profile for you to email if you have any suggestions.