Back in Arendelle, the town is completely covered in snow as two men argue in the town square.

"No, no. You've got the bark facing down. The bark needs to be face up."

"Bark down is drier!" They both start pulling at the bark as they argued back and forth, "Bark up! Bark down!"

As they were fighting over that, inside their hotel room, Fitz and Mack were able to get ahold of Fury, but the hologram was a little glitchy as the entire world is getting colder by the minute.

"So you're saying the new queen froze the world, ran away, and we have no way of undoing this. And you're telling me Parker did what exactly?" Fury asks the two.

"What do you think he did? He ran off to keep the sister safe, and solve the situation." Mack answers, putting on more winter wear as it gets colder minute by minute.

"How do you think he plans on doing that?" Coulson, who is wearing heavy gear winter clothes asks.

"It's Peter, he'll find a way." Fitz promises.

"He better, if the temperature keeps dropping at this rate, our electrical equipment will freeze. Reed and the others don't know if the city will survive a week in this. And the Avengers are doing all they can with all of this." Hill warns them as the hologram starts to glitch out and shuts down.

"Well, we got no backup. Now what do we do?" Fitz asks Mack when they hear something and quickly head outside to see a horse running to the gates.

Hans was trying to calm him down with the help of others, "Whoa! Whoa! Whoa, boy. Easy. Easy." He says as it calms down and looks out to the mountain before turning to face the crowd, "Princess Anna is in trouble. I need volunteers to go with me to find him."

Some of the crowd stepped forward to volunteer as The Duke volunteered his men

"I volunteer two men, my Lord!" He says then whispered to his two guards, "Be prepared for anything. And should you encounter the Queen, you are to put an end to this winter. Do you understand?" He asked as they nod.

"I too offer my men." Kingpin tells him and looks to someone Mack or Fitz don't recognize and knows he's planning something.

"I'll go!" Mack calls out and Fitz looks skeptical.

"You sure, Mack?" Fitz asks.

"Yeah, Pete's gonna need help out there. Kingpin here has something planned." Mack says as he reveals his shotgun-axe. "Besides, I brought this thing for a reason."


Back up the mountain with the other group as they were getting to know each other a little better, especially Olaf.

"So, tell me, how do you know Elsa?" Olaf asks Anna and Peter.

"She is my sister," Anna answered then pointed at Peter, "and his crush."

Peter just blushed and lightly pushed Anna on the shoulder, "Anna..."

Except Olaf interrupted him with a squeal in delight. "Oh, Peter! You go all the way through the frozen woods and mountains to find your beloved! Oh, how romantic!"

"Uh, actually-" Peter was going to correct her, but didn't get far as Olaf interrupted him while somehow appearing on his back.

"Don't worry, Peter. I won't rest until I help you find your true love and live your happily ever after with her! That is a promise!" Olaf said and jumps down from him and keeps walking away while giggling.

Peter scratched the back of his head, trying to find a way to explain this. "Well, that is nice of you, but-"

Anna just interrupted him, knowing it'll take to long to explain to Olaf. "Just go with it."

"But-" Peter's spider senses went off as they hear something big coming. "Uh-oh..."

Rhino comes smashing through the forest and chuckles at the sight of the four of them who jump at his appearance. "Sorry, tiny children, but you've gone far enough."

Scorpion then then leaped on top of a container to join them. "We'll be taking the Princess."

The humans and reindeer stared in horror as the two villains made their way toward them.

Olaf, on the other hand, didn't realize how dangerous they were in. "Are you guys here to bring back summer, too? What a big group of friends I've made!"

Scorpion and Rhino stared at the snowman in shock.

"Is that a...talking snowman?" Rhino asked, getting more and more confused by this place. "This place is the strangest."

"Yeah. And that's coming from us." Scorpion agreed with his partner before getting back on topic. "Anyway, you and your sister are coming with us!"

Peter quickly grabs a handful of snow and threw a snowball at Rhino, knowing he's gonna regret this. But he needs to get away to change into Spider-Man.

"Run!" Peter yells as Rhino charged at him and rammed Peter into the forest as Anna gasped.

"Peter!" Anna cries as Kristoff takes Olaf and her before hopping on Sven to run. However, before they could get far, poison cuts them off as Scorpion lands ahead of them.

"Leaving so soon?" Scorpion asks. "There's no way I'm failing this time for my big score!"

"Funny! I thought I was still ahead on the leader board." Peter says and hopped in and kicked Scorpion in the face, sending him face first into the snow before turning to the others. "Go! I'll keep them busy."

Just then, Rhino knocked him into some trees. "Did someone happen to get the number on that sleigh?"

"I'm more like a tank!" Rhino said as his eyes narrowed, then ran at Spider-Man, wanting to impale him but he leaped over, him making him crash in a nearby cliff.

"What's up with the team up, Rhino? Thought you were a loner." Peter informed him as he turned around.

"Means and ends, pauk." Rhino told him and gets ready to keep him distracted as Scorpion gets ready to attack. "All of life is means and ends."

Peter senses Scorpion's attack and quickly dodges it, kicking him in the back as he leaps onto a container. That's when Peter noticed it's a containment module; the one's that S.H.I.E.L.D. uses for powered people.

But, whilst he was thinking, Rhino came in and smacked the container and Peter flying.

Anna and Kristoff winced as they saw him getting his butt kicked while they hid behind a tree.

"Who's the guy in the red and blue tights?" Olaf asked.

"That's Spider-Man, Olaf. He's our friend." Anna whispered.

"So, you do this, Fisk promised to free you of your suit? Aww, I always liked the suit. So distinctive." Peter told Rhino whilst getting back up, ready for another go.

"Be thankful, pauk. Without suit, I make less trouble for you." Rhino says as Peter dodged and him flipped over his head.

"Be thankful that you have to kill me to be free? Kinda redundant, don't ya think?" Peter asks as Scorpion shoots more poison from his tail.

"Never send an eight ton infant to do a man's job." Scorpion says, getting annoyed by how long this is taking. "Let's finish this!"

Anna began to look around and spotted one of the S.H.I.E.L.D. crates. Her eyes light up as she ran to one and finds some strange device which was an EMP.

"Get him, you idiot!" Scorpion shouts as Peter dodges and the two enemies ram into one another.

"Me? Why don't you try keeping him still, durak." Rhino replies.

"Guys, please, there's plenty of me to go around." Peter promised them.

Kristoff, worried for Anna, went after her as Rhino was throwing Spider-Man around like a rag doll.

"You couldn't save the girl, and you will fail once again." Rhino told Peter who suddenly was thrown into a flashback to that day when he failed to save a life.

Everyone else also heard that as Anna and Kristoff looked confused just as Rhino tossed Spider-Man over to Scorpion who has a new batch of poison with his name on it.

Anna then grabbed an EMP and tossed it, "Spidey! Catch!" She says as she throws the device as Peter caught it and slammed it into the ground, causing it to activate and shuts down all of their outfits.

"Do you know what Octavius will do if he finds out you failed?!" Scorpion asks Rhino who gets angry.

"I FAILED?!" Rhino asks.

"Yes you, freak show." Scorpion confirmed as Rhino charged at him and Scorpion runs away as Peter leads him in the direction of the containment module as the two of them go inside and Peter closes the container and webs it down.

"A little forced together time might help you boys learn to play nice. Now you stay here while-" Peter stopped himself as the entire container suddenly vanishes. "Ugh, forget it."

"You'll get them next time." Anna walked up to reassure him. "Hey, during that fight, what did they mean by that girl?"

Peter sighs and knows it should come from him, not from Spider-Man. "Ask Peter." He says, needing to get going. "What happened to Peter anyway?"

Anna frowned as her eyes widened when she remembered what happened before the fight. "Oh my gosh! Peter!"

She ran to where she believed Peter had landed as everyone as Spider-Man followed before quickly going ahead and changed back, pretending to be unconscious under a tree.

Anna looked around and finally spotted him. "I found him! Please don't be dead! Please don't be dead." As everyone ran up to Peter, he groaned as Anna sighed in relief. "Oh, thank God. You're not dead."

"Oh my head. Did we win?" Peter wondered.

Anna assured him with a nod. "Yeah, we did. You okay?"

"Yeah, nothing's broken. Except my spine, maybe a few ribs...and likely everything else. Ow." Peter groaned as he stood up.

Anna began to look concerned as she saw his bruises, "If you want, we can sit down for a few minutes...take a little break."

"I'm alright. It's fine. Besides, if Rhino and Scorpion are here, than the rest of them can't be too far behind." Peter answered.

"Right...just take it easy. I don't want Elsa seeing you like this when we caught up to her." Anna told him as she smiled, thinking what he did for them. "Thanks again...for what you did for us back there."

"Don't mention it." Peter says as he tries his best to stand as he ends up laying against the tree. "Okay, I'm gonna take a minute."

Kristoff puts a hand on his shoulder, showing they can wait until he's ready and they all could use a minute.

"Hey, Peter, during the fight, Rhino mentioned a girl and Spider-Man said to ask you..?" Anna says, wanting to know what he meant.

Peter sighs and knows that it's time she knows about his reality. The reality where people don't get a Happily Ever After.

He reached into his pocket and pulled out an old photo of Gwen Stacy he carried on him and handed it to Anna.

"Who's this?" Anna wondered and Peter looks down in sadness.

"That's Gwen Stacy. We've been friends for years." Peter started as he took the photo back. "And we dated for a while. "

"What happened between the two of you? Why aren't you with her?" Anna asked then suddenly gasped as an assumption comes to mind. "Wait, let me guess; she broke up with you, didn't she?" Peter tried to explain, but this was a sensitive topic for him, and not only that, Anna wouldn't give him a minute to explain. "She did! That's okay. With my help, maybe you can win her back! Just get a bunch of flowers, do something super romantic, apologize for anything you did wrong."

As Anna went on and on, Kristoff and Olaf noticed Peter's expression.

"Why does Peter look so sad?" Olaf wondered as Kristoff seemed to be the only one who knew why Peter wasn't with that girl today and turned to the Princess.

"Anna. Anna." Kristoff tried to stop her as she went on and on until Kristoff covered his mouth, "Anna...stop talking!"

"Really? Again?" Anna muffled before removing his hand. "What is it this time?"

"Have a little respect for the dead." Kristoff whispered to her as Anna looked confused until her eyes widened as she slowly turned to Peter.

"Wait, that's not true, is it, Peter? You're not saying she's..." Anna watched as a single tear slid down his check and she gasped. "Peter-that's-that's awful. I'm sorry, I didn't-"

"It's all right. I know you didn't know." Peter reassured her. "It was actually because of the Sinister Six that she died. At least their original members, they go through a few different members over the years. I was trying to fight them before they killed people downtown while another villain of mine, named the Green Goblin, kidnapped her and then...No, forget it. Come on, Elsa needs us." He says, wanting to get off the subject and gets up before limping away as Olaf decided to be generous enough to help him walk. They think it's because of the ramming from Rhino, but he has several more injuries due to the fight itself.

The two watched Peter and Olaf walk off as Kristoff stared at Anna who raised her eyes and hands in defense.

"I-I swear...I didn't know...If I knew I wouldn't of-" Anna tried to explain when Kristoff interrupted her.

"Why did you bring it up in the first place?" Kristoff wondered, feeling Rhino and Scorpion made it clear what happened to her.

"Well...I was curious." Anna frowned as she looked at the ground.

"You don't want him and your sister to get together." Kristoff realized. "Do you?"

"Well, yes...but not because I hate him or anything!" Anna tries explaining to him, in fact she actually likes Peter after getting to know him better. "Look, my sister's the Queen...we're both royalty."

"And that has to do with Peter because..?" Kristoff asked.

"Well, Peter's not a Prince or royalty of any kind, and we're not supposed to end up with anyone else." Anna explained as she watched as Peter slipped and nearly fell until Sven wrapped his other arm around his head.

"Don't you think you should let your sister decide that? Besides, he's not a bad guy, is he? "Kristoff asked.

"Well...no. He's a really nice guy." Anna shook her head while Peter quickly sat back down, seeing he needs a rest for a minute after battling four of his greatest enemies with no break or rest.

"Then I don't see what's wrong." Kristoff said as they looked to the man as he tries to assure the snowman and reindeer that he's okay, even though they can tell he's not. "Plus, this might be good for both Peter and your sister. Peter needs to move on and your sister needs to learn to love."

Anna sighed, seeing she was wrong. "I guess I owe him an apology."

Anna was actually a little concerned for Peter now. What lead to Gwen's death must've drove Peter to believe that he should never love again.

Those words haunted her. Peter needed help with love as much as her sister did. She was having second thoughts about not liking the two of them ending up together.

"Come on, he's gonna need our help." Kristoff says as they head over to Peter and both know he isn't going to stop so they each took an arm and draped him on top of Sven and follow Olaf as he leads them to Elsa.