A/N: surprise update! cause we all need a little good news right now so

THIS CHAPTER IS 100% BLUE PHANTOM x SPIDER-MAN FOR THOSE OF YOU WHO HAVE BEEN WAITING FOR IT

i thought id make this chappie a lil less depressing considering the world has decided to do that for all of us anyway. a little comedy but mostly the anticipated superhero pairing!


"Wait— you were there when my mask

was...you took my mask off!"


Adelaide had to make use of the hoverboard sooner than she had expected.

For Peter, it was easy swinging around with his webs. However, it was harder to follow him when he was swinging around unpredictably. Luckily, she had managed to follow him to an old gas station where he was perched on a sign.

She let her hoverboard down at the base of the same sign, still invisible.

"Good evening, Adelaide," TADASHI said once she had pulled the hoodie on her suit over her head, "Congratulations on completing the rigorous Training Wheels Protocol and gaining access to your suit's full capabilities."

Adelaide rolled her eyes at the name of the protocol. Only Tony would give it a patronizing name like that.

"Thanks," she muttered.

"Detecting three individuals," TADASHI said.

Adelaide narrowed her eyes at the three dark figures sitting in a van and her suit automatically zoomed her vision through the contact lens she was wearing as a part of her suit.

"Why is their secret lair in a gas station? That's so lame," Adelaide muttered to herself under her breath and leaned forward, "What are they even doing?"

"Do you want to hear what they're saying?" TADASHI asked.

"I can hear what they're saying?" Adelaide asked in surprise.

"Activating Enhanced Reconnaissance Mode."

The vision in her contact lenses changed and she could see the figures more clearly now, through the heat signals they were emitting. She could even see who was saying what.

"I got the gauntlet from the Lagos cleanup. The rest is all my design."

"Whoa," she breathed. She could really hear them all the way from here.

"Can't believe they're still cleaning up that Triskelion mess."

"I love it. They keep making messes, we keep getting rich."

"Target inbound."

"They're in the middle of a heist," she whispered to herself, "This is awesome. Okay, I'm gonna get a little closer so I can see what's happening."

"Would you like me to engage Enhanced Combat Mode?" TADASHI asked. Adelaide paused. There was an enhanced combat mode? Hell yeah.

"Yeah," she whispered.

"Activating Instant Kill," TADASHI said.

"No, no, no, no, no, no, no. I don't want to kill anybody!" she said.

"Deactivating Instant Kill." Adelaide breathed a sigh of relief. She was going to have to be careful with that.

Suddenly, Peter leaped off the sign and shot out his web to the canopy above the gas station. Adelaide watched him as he fell flat on his face on the asphalt. What the hell was he doing? He was going to get himself killed.

"Did you hear that?" one of the men in the van said, looking around. Peter stumbled behind a pole, heaving.

"What the hell just happened? What was that?" he whispered to his own AI.

"You jumped off the sign and landed on your face," the suit lady said. Peter caught his breath and tried to shoot at the gas station sign, but they fell short.

"Suit lady, what's wrong with my web-shooters?" he breathed, running behind another sign.

"Rapid-fire is the default for Enhanced Combat Mode."

"Why would I need rapid-fire!" he asked in frustration.

"Would you like to see more options?"

Suddenly, digital circles appeared around his wrists, continuously spinning.

"You have 576 possible web-shooter combinations," the suit lady said.

"Whoa," Peter breathed, "Mr. Stark really overdid it."

"Okay, that one," Peter said after a minute. He really didn't know what it did, but it looked like a good option.

"Great choice," the suit lady said. The option he picked turned red.

"Would you like me to set this as your new default?" she asked. Peter shot a web at the sign he had been perched on. Adelaide looked up at the sign above her as it flickered on and off. She cursed under her breath at Peter.

What the hell was that idiot doing!

"No, no, no!" he whispered under his breath, shooting at the sign again. Adelaide glanced at the men in the van worriedly. Any second now, they were going to see Spider-Man jumping around a flickering sign.

Luckily, Peter ran behind the gas station just in time.

"What was that?" Peter breathed, looking at his web shooters in awe.

"Taser webs."

"Taser webs? I don't want taser webs," he whispered to himself in frustration, holding his head.

"You seem to be very unfamiliar with your web-shooter settings. Would you like to run a refresher course?"

"No, just...You choose," he whispered to her.

"Sure thing."

Suddenly, Adelaide spotted a sandstorm like figure spinning above a few trucks driving by.

"What the hell?" Peter whispered to himself. Adelaide heard him through the Enhanced Reconnaissance Mode in her suit.

"I got eyes on the convoy. Pulling in behind the caboose," Flint said to the men.

Adelaide watched in awe as cables were fired onto the roof of the last truck from the strange sand-tornado. A moment later, she saw a pinkish glow in the roof of the truck.

Adelaide had never seen anything like it.

To her right, Peter was running full speed out from behind the gas station, towards the truck. Adelaide fired up her hoverboard by tapping it with her foot and quickly followed him, still invisible.

Meanwhile, the sandman dropped into the trailer.

"Looks like they got some good stuff here," he muttered to himself as he materialized into a human again. He ripped off the door of the cage, readying himself to take the weapons.

Unknown to Flint, Peter and Adelaide were both on the roof of the truck. Adelaide was still invisible and Peter had no idea the Blue Phantom was standing there with him. She watched him as he bent down and touched the pink glow on the roof. His fingers went through.

"Whoa, cool. It's some kind of matter phase shifter," he whispered.

Inside the truck, Flint had just finished zipping up a bag of new toys. Adelaide had lowered herself into the truck silently as Peter crawled on the ceiling. So these were the high-tech weapons Peter was talking about. They were high-tech because of the Chithauri alien material involved.

"Alright, coming up," Flint said, looking up through the roof. He dissolved his feet to sand and used the momentum to push himself out of the roof. Peter jumped through the roof with him and shot out a web at the strange sandman's bag, pulling it away.

"Hey, sand dude! This doesn't belong to you!" Peter shouted, catching his attention.

Sandman stopped, turning over his shoulder to glare at him. The bottom half of his body was a sand tornado now. Peter was half scared to death. First a big vulture guy and now this sand dude? Where the hell did all these guys keep coming from?!

"Oh, god," he mumbled to himself.

Then, Sandman attacked.

Peter just barely jumped over him and fired another web at him except it flew past him, missing completely.

"Suit lady, what was that!" Peter shouted to her in panic.

"You told me to choose!"

Sandman came for him again and this time he didn't miss landing a punch on Peter's face. Peter nearly lost his balance, trying to keep himself on the roof.

"What? No, just set everything back to normal!" he said to the suit lady. He grabbed ahold of the sandman's bag and began tugging.

"Activating all systems."

Finally, Peter ripped the bag out of his hands, but he lost his balance and fell through the portal, into the truck. He immediately jumped back up again, but this time, his head hit the solid roof. Hard.

He crumbled to the floor, unconscious.

Adelaide stared at him for a silent moment, just blinking.

Then she let out a long sigh and shook her head, sitting down on the ground beside him. She made herself visible again. She pulled his mask off and tossed it aside, assessing his injuries. He had a small cut on his face, just below his left eye and she could imagine the bruise forming on his head from that hit.

"He seems to have a mild concussion," TADASHI informed her. She rolled her eyes. Of course he did. He was never careful.

"Pete, I hope you know you are an absolute idiot," she muttered to him tiredly.

Adelaide looked around the trailer. The roof was sealed as if it had never been altered and there was no way to open the back doors without busting through them. And even if she did manage to open them, there would be no way she could jump out of the moving vehicle with Peter. She slouched against the cage tiredly, her gaze running over Peter's face. He almost looked like he was sleeping.

It was still so strange to her to see him in the Spider-Man suit. She had a hard time wrapping her mind around the fact that the same guy who was afraid to stand up to a bully was taking on criminals like this. But at the same time, it made sense.

Only Peter would be crazy enough to do such a thing.

She reached out, brushing aside the one lock of hair that always fell into his eyes and letting her fingers linger in his soft curls before she realized what she was doing and quickly pulled away.

What the hell was that?


When Peter came back to consciousness, his head was trying to kill him.

"Oh, my head," he groaned, slowly sitting up.

Blinking feverishly, he looked around as the memories came back to him. There had been a strange sand-tornado and then his head hit the ceiling. His head throbbed again and his hand went to it.

He paused, realizing his mask was off. He looked around the floor, finding it sitting on the ground beside the duffel bag. He quickly pulled it on, wondering when in the world he had taken the mask off the begin with.

"Hello, Peter. You appear to have a mild concussion," the suit lady said as soon as he had pulled the mask over his head.

"Hey, so where am I right now?" he winced, looking around.

"I'm not sure. The container walls are hindering my sensors."

"Wait a minute," he said, freezing, "They must have hijacked the truck and taken me to their evil lair." This was bad. This was really bad.

"Okay, suit lady," Peter said, taking a deep breath, "We're gonna have to fight our way out of this one." He prepared himself at the opposite end of the trailer to run at towards the door.

"Three...two...one!"

He smashed through the trailer doors, stumbling out onto the other side. He looked around, on guard. It looked like a huge warehouse full of trailers like the one he had just burst out of.

"What is this place? Suit lady, where am I?" he said in panic.

"You're in the most secure facility on the Eastern Seaboard. The Damage Control Deep Storage Vault."

"No," he breathed, his hands going to his head, "Seriously?"

He turned around and on the wall, the letters DODC-V05 written in giant black letters.


It was a little while later.

Peter was clinging to the horizontal crack on the massive doors as he tried to wedge them open. Even with his super strength, the doors wouldn't budge.

"The door will most likely remain closed until morning," suit lady said.

He jumped down from them with a grunt and kicked them.

"Morning?" he asked disappointedly.


A little while later, he had managed to make himself a hammock with his webs and was lying on it.

"Hey, suit lady, I kind of feel bad calling you 'suit lady,' you know?" he said, slowly swinging back and forth, "I think I should probably give you a name...like Liz. No, no, no. God, that's...that's weird."

He shot out a web at the trailer beside him and swung himself out of the hammock, dropping onto the floor. His foot slipped and he fell on his back. It didn't hurt much, but he didn't really have the motivation to get back up.

"What about Karen?" he asked after a minute of lying on the floor.

"You can call me Karen if you would like," she said.


He was reading a book upside down.

"Hey, Karen, what else can this suit do?" he asked.

Suddenly, wings expanded from under his arms. He gasped in a child-like surprise.

"What?" he said in shock.


"Maybe we should run that refresher course," he said, running though his options for webs. There sure were a lot. He almost felt bad for overriding the protocol. Mr. Stark really put thought into this suit.

"Ricochet web," Karen said.

"Ricochet web," he echoed in curiosity, shooting one at the doors of the warehouse. It bounced back and he ducked, looking after it in awe.

"Whoa! Cool!" he said. He shot out another web.

"Splitter web," Karen said as the web split in two in the air.

"Web grenade."

He jumped up in the air and shot out a web grenade.

"Web grenade!" he announced. It exploded on the wall just like its name implied.


After having ran through most options in his suit, he had ended up lying down on top of a trailer.

He was playing with his webs like a yo-yo.

"Should I tell Liz that I'm Spider-Man?" he asked Karen.

This sparked the other teenager's interest who was lying down on the trailer beside him. Adelaide had been trying to stay quiet this whole time, even when he had been testing his new webs. She had silently been running through her own new features which had kept her busy for a while.

Adelaide sat up, looking over at him.

"Who is Liz?" Karen asked Peter.

"Who is Liz? She's...heh. She's the best," Peter said, "She's awesome. She, uh, she's just a girl who goes to my school."

He paused for a minute.

Adelaide wished her suit had a mute option.

She really wasn't in the mood to hear about Liz's greatness again. Especially not from Peter.

"And, uh...Yeah, I just...I really want to tell her, but it's kind of weird, you know? 'Hey, I'm...I'm Spider-Man.'"

"What's weird about that?"

"What if she's expecting someone like Tony Stark?" he said and Adelaide nearly snorted aloud, "I mean, imagine how disappointed she'd be when she sees me."

"Well, if I were her, I wouldn't be disappointed at all."

"Thanks, Karen. It's really nice to have somebody to talk to," he said.

Adelaide obviously had no idea what 'Karen' — as he'd apparently been calling her — had said to him, but she wondered if she said something nice about Liz.

She decided to give him someone else to talk to.

She made herself visible.

"Spider-Man, right?" she said. Peter looked over to his left to find the Blue Phantom sitting there.

Peter fell off the trailer.

"What the—!" he shouted just before he hit the floor. Adelaide hid her laughter.

He shot a web onto her trailer and swung himself up onto the roof with her.

"H-Hey! H-How long have you...have you..." he breathed, completely out of breath. Adelaide looked up at him with her glowing blue eyes.

"Well, I watched you give yourself a concussion," she said. His spider eyes widened.

"What!" he shouted, stumbling back and nearly falling off the trailer again, "You've-You've been here the whole time?!"

"Pretty much," she said, stretching her arms overhead, "You're pretty unobservant for someone with a sixth sense."

"How- I- What- How?" he stuttered, his hands going to his head, "The whole time?"

"Yeah— did you not hear me the first two times?" she said, pushing herself onto her feet.

"Wait— you were there when my mask was...you took my mask off!" he said, his eyes going wide as he accusingly pointed at her. Adelaide — the Blue Phantom — gave him a look.

"Of course it was me," she said, pretending that she didn't already know who he was, "Anyone would be curious. Besides, you were knocked out for a while."

"Hey, that's-that's an invasion of my privacy!" he said angrily except he didn't sound as angry as he sounded shaken, "Y-You had no right to—"

"Relax, Spider-Man," she sighed. It was fun messing with him. Probably the most fun she'd had since she'd gotten stuck in this stupid warehouse.

"Y-You can't tell anyone," he said.

"Fine," she mumbled. He paused, narrowing his eyes.

"If you get to know who I am, I should know who you are," he said. The Blue Phantom grinned at him.

"Nice try," she said, "But I don't play fair."

Peter huffed, slightly annoyed that this superhero girl he'd only met once knew his secret identity and he didn't know hers. It was ticking him off. She didn't even have a mask he could web off. Her entire face was an illusion.

"So, Spider-Man, tell me everything you know about this sand dude," she said. He glared at her.

"I'm not telling you anything," he grumbled. The Blue Phantom chuckled.

"You're mad at me," she said. Not like she wasn't used it already. "But if you tell me about the sand dude, I'll tell you something I know."

He narrowed his eyes at her and then sighed.

"I don't know him. That was the first time I saw him, but he's dealing this alien tech to criminals and I need to shut the arms trafficking down before someone gets hurt," he said, "Now tell me what you know."

"I actually don't know anything, but thanks for telling me that," she grinned. Peter glared at her.

"I don't understand why Mr. Stark wanted you on your team," he frowned, suddenly remembering something, "Didn't you turn on him anyway?"

Her smile flickered.

"Don't you think taking down this arms trafficking is too big of a job for someone like you?" she asked. Peter didn't miss how she dodged his question. He wondered if she'd heard him saying the embarrassing stuff about Liz. Who was he kidding. Of course she'd heard him. God, she probably thought he was a loser.

Not that he cared what she thought or anything.

"I can do it," he said defensively, "Besides, it's none of your business. Why did you follow me here, anyway?"

"I want to take these bad guys down just as much as you do," she shrugged, running her fingers through her hair, "Have you ever considered that this thing might actually be bigger than just you?"

"I don't need a partner," he said firmly, "I work alone."

"You think just because you saved a couple of people around the neighborhood, you're qualified for something like this?" she asked, raising a judgmental eyebrow. He glared at her.

"Well, how many people have you saved then?" he snapped, "I don't see how you're qualified for this either."

"This isn't a neighborhood robbery," she snapped back, equally annoyed. His statement had hit a little bit too close to home.

"Listen, this is my job. And if you think you can just trail along and push me around then...then you're wrong," he said, trying to sound a little mean.

"You are going to get yourself killed," she said plainly.

"I can handle myself," he said, annoyed, "And I don't see why that would mean anything to you."

"Because..." she sighed, running her fingers through her hair again in frustration, "Because I am sick of watching innocent people die. But I'm sure you wouldn't understand that."

He narrowed his eyes at her, stepping forward.

"What the hell is that supposed to mean?" he asked. She looked him and then sighed again, looking away.

"Nothing," she mumbled, "Now, are you going to help me find a way out of this, or not?"

"Combining resources might be more efficient, Peter," Karen said and somehow Adelaide could hear her.

"That is a very thoughtful insight, Karen," TADASHI said aloud, "I agree."

"Thank you, TADASHI," Karen said politely.

Both teenagers blinked at each other. Did their AIs just have a conversation without them?

"Hey, Karen...how do you know his name?" Peter asked wearily.

"Tony Stark created both of us," Karen replied. Peter looked up at the Blue Phantom. Who the hell was this girl and how was she so close with Mr. Stark? The Blue Phantom gave him a look.

"Do you trust me now?" she asked. Peter studied her for a moment, running his eyes over her platinum blonde hair and unusually bright glowing blue eyes. He couldn't help but think of Ada's eyes when he saw them. Should he trust her? He barely even knew her.

"No," he answered. Then, a moment later:

"But I trust Mr. Stark's judgement," he sighed.

Adelaide waited expectantly. Peter gave up and looked away.

"Fine! We can work together," he said, throwing his hands up in the air, "But that doesn't mean I trust you."

Adelaide smiled sadly.

"Most people don't," she said quietly.


A/N: ah! that was so much fun! i think someone commented on the last chapter that they wanted the two of them locked in the warehouse together so here it is. thoughts? i think it's kinda refreshing since peter doesn't know it's his ada ? and they can stop fighting for once.

anyway, just imagine ned's reaction when he sees that the blue phantom is working with spidey lol i cant wait to write that scene.

so day like 6? of quarantine, i have started to binge billie eilish. my room is starting to feel like a prison. i also feel 35 and married with three kids trying to take college online because i have two jobs and no time. does that make sense? lol.

question: what chapter do you guess peter and adie are finally gonna kiss in?