Super Soldier, the First Avenger and the Star Spangled Man with a Plan were nicknames that Steve Rogers had been given ever since the super secret Strategic Scientific Reserve (SSR) branch of the United States military recruited him to volunteer for Project: Rebirth's super soldier serum after noticing his multiple failed attempts to join the military. He had wanted to do his part in protecting his country and take down the Nazis who he saw as the biggest bullies around even before America had joined the Allies in the War. Frozen in ice he had been thawed out to a different world and joined a group of heroes called the Avengers and became their leader.

He had been Captain America for a long time and inspired many, the Avengers had been disbanded for five years after certain disagreements but he was still doing missions for the worldwide peacekeeping force and successor to the SSR called the Strategic Homeland Intervention, Enforcement and Logistics Division or SHIELD for short.

Clad in his red, white and blue uniform and his circular shield he was on a mission with an African American man with a goatee, goggles with dark red lenses, a wing pack with electronic wings attached to it and wearing a grey, black and red bodysuit uniform. He was Sam Wilson or known by his codename the Falcon who was his best friend in the modern world, an air force pararescue airman using an experimental flight pack and worked as a counsellor in his spare time.

They were fighting a base occupied by terrorists in black bodysuits with red armor plating and red helmets. They were avoiding blasts from their high tech weapons as Steve was throwing his shield at them to take them and it returning to him and then using it to bash some more down with Sam using his flight and wings to take them down.

"Not even the legendary Captain America nor the Falcon can stop the beginning of the glorious era of Rampart..." shouted the leader but then out from the walls came flying in his famous red and yellow high tech armor was Iron Man.

"Hey Cap, long time no see and I wish there was better circumstances to meet your partner Falcon but I came here to help. I didn't realise that you were here but I was tracking theft of stolen Stark weapons and you probably know where they came from..." Tony Stark's voice said through the microphone of the helmet as he was using his repulsor blasts against the terrorists but he saw Steve take a moment to glare at his direction. "Okay not ready for that line of conversation but still, read these guys are called Rampart and you have dealt with them... Anything you like to explain about them?" Tony asked as he continued blasting.

"Stark they are basically a low rent HYDRA without the numbers or the threat level." Sam took the time to explain and the Rampart soldiers looked personally insulted. Soon most of them were taken care of and some were going on defiantly.

The leader snarled as he injected himself with something and screamed as his skin turned red and he was firing flames at them. "Do you think you're dance partner the Red Skull is involved with the whole skin turning red thing?" Tony asked as Steve ducked for cover and so did Sam as the man looked like he was not having control of the flames that he was producing. "Guys, my readings say that he was about to combust and analysing the fuel cells and weapons they have in the base... we have less than a minute before this whole place goes down in flames." Tony warmed them as Sam flew in and took the man by the lifting him up as he got through the roof and threw him into the air and then flew back down as the man exploded in a small explosion.

"Some fireworks for our victory?" Sam asked lightening the mood as he and Steve shared a handshake. Soon SHIELD agents were taking the Rampart soldiers into custody and was taking the found body parts of the Rampart leader to research along with what was left in teh vial that he had injected himself with.

Tony came up to Steve and Sam and Tony sighed before saying "listen Cap... Listen Steve, I know we have had our differences and what happened between us and sucking up my ego I can find it in my heart to admit that it was mostly my fault... But still the last 5 years... I want to ask if you want to work with me again with getting a new team of Avengers back together, you calling the shots again and I discussed this in private with Fury..."

"I missed working with you too Tony and it will take time and patience to try and fix things between us but I will be more than happy to bring the Avengers back together." Steve told him and Tony made a victorious pose. "What do you say about being our first recruit Sam?" Steve asked Sam as he grinned in response.

"We are already a team Steve and I would love to be part of your old one again." Sam replied as Steve smiled.

"That's great but we will need more members to fill up the ranks again and Bruce is in hanging, Thor's back in Asgard, T'Challa is running Wakanda and others..." Tony muttered.

"I have some ideas for whom to ask, so do you want to come with us and discuss it further?" Steve asked as Tony shook his head.

"I wish that I could Cap but I can't, I have a Stark Industries shareholders meeting in three minutes." Tony told him as Sam started laughing.

"Are you sure that your suit can take you there in three minutes?" Sam asked but was confused along with Steve as Tony laughed.

"I am actually sitting at the table right now, the miracles of special glasses to remotely control suits." Tony replied as his faceplate opened up to reveal that it was empty inside, Steve shook his head as Sam was weirded out.

"I guess that I have to get used to stuff like that as an Avenger." Sam muttered.


23 year old Peter Parker was lying in bed in his boxers sighing; 8 years of being Spider-Man and a few years out of college. He was living in this apartment taking the odd job of freelance photography and helping fix machines to help with the rent, as well as working on his machines. His less than impressive attendance records at his charter high school and college went against him when interviewing for a scientist's job. Plus having to deal with criticisms against his alter ego of being Spider-Man for vigilantism and the loud remarks of controversial online news host J. Jonah Jameson calling him a menace.

Still he had teamed up with heroes and was slowly getting some cred for that especially having teamed up with Captain America himself and had attended the Stark Expo to see Iron Man in person when he was a young kid.

He managed to score a gig for a magazine to attend a charity fashion show which included the famous celebrity superheroine lawyer and cousin of the Hulk: Jennifer Walters the She-Hulk who had a partying promiscuous lifestyle. It also included him interviewing her as well (since the magazine wanted to save money) and Peter could hear from her how serious and hardworking she was at her lawyer jobs despite her lifestyle and reputation. She was actually charmed by his stupid jokes and made him a red faced wreck when she started flirting with him. It actually led to him getting a date with her and he hadn't really had one since his first serious relationship ended tragically in college.

Jennifer was a nice date paying for the restaurant they were at and was amazing in her dress, she asked about his previous romantic life and looked guilty for asking when she realised that he was the boyfriend of the late Gwen Stacy. They seemed to hit it off with Peter liking Jennifer's own humour and liking him as a cute nerd. They went on several dates and Peter had invited her to his apartment which he was embarrassed to do and though they didn't go all the way, this was their first night together.

Jennifer the green skinned Amazon like beauty smiled at him lying on the other side of the destroyed bed in her purple underwear. "Don't try to feel inadequate Peter as this was a nice night an i look forward to more. You think that I can use the shower please?" Jennifer asked and Peter gave a slight nod and Jennifer kissed him on the forehead. "Don't worry about the bed; send the bill to replace it to me." Jennifer said making sure to walk sultry out the bedroom.

He rested on the remains of his bed and heard the door being banned and quickly put on a shirt of the Age of the Sentry comic that he was a fan of. He slightly opened the door and saw a brown haired serious looking man in a business suit, Agent Phil Coulson of SHIELD who had been his unofficial lesion to SHIELD ever since not long after he became Spider-Man. He helped him up, promising that SHIELD will be keeping his identity a secret and was undercover as a teacher of Midtown School of Science & Technology.

"Parker, I babysitted you through the first years of Spider-Man and the least that you can do is let me in because this could be the luckiest day of your life." Coulson told him and Peter muttered asking him to come back later as this wasn't the best time. "Parker, I want to talk about the fact that the Avengers are once again being assembled once more there is a spot on it for you." Coulson told him and Peter let go of the door dumbfounded.

He had been a lone wolf as a hero despite all the team ups that he had but being asked to join the Avengers. He didn't notice Jennifer coming out of the bathroom dressed in a towel to which Coulson raised his eyes. "You really want Spider-Man to join the Avengers?" Peter asked as he then noticed Jennifer there and cursed his Spider-Sense for not reacting.

"What's this about Spider-Man and the Avengers... Coulson?" Jennifer asked shouting the last part.

"I just want to say that I have gone to dealt with Stark multiple times so this is nowhere near the most embarrassing situation that I have walked into." Coulson let them know.


Air Force Colonel Carol Danvers with her blonde hair and red and blue bodysuit with the yellow star insignia on it was known as the superheroine Captain Marvel, she had been a pilot who was given great power after being exposed to the alien Kree artefact known as the Psych-Magnitron. She had worked with the Avengers and with Sentient World Observation and Response Divison or SWORD for short which dealt with space exploration and monitoring.

She had been dealing with meteors and as usual was pushing herself to move higher; further and faster to get the job done as good as she was capable of getting it done. She was met with congratulations at a job well done from her fellow SWORD operatives and one of them said that there was a message from Tony Stark which raised her eyebrow. It was basically telling her that the Avengers were being brought back together and they want her to be part of it again.

"It's about time." was all that Carol could say with a smirk on her face.


Upstate New York and the Avengers Facility had been previously a facility for Stark Industries until Tony Stark and SHIELD set it up to be the headquarters for the Avengers. There were SHIELD personnel to assist but there were mainly dorm rooms for the members of the Avengers and they had been working on getting it up and running again.

A week after the offers had been sent out Steve, Tony, Carol and Sam were already at the meeting table with Coulson standing nearby as outside was Peter in his red and blue Spider-man suit with the full face mask and lenses which connected to a mini computer. Jennifer was wearing purple fingerless gloves, white boots and a purple leotard bodysuit with a white line down it.

"To think that my newest boyfriend was secretly the wise cracker in the red and blue. Still you look nice in your spandex suit and you had more stamina and energy when we were making out in the bed than a normal human had." Jennifer said with a smirk with Peter red in his face especially since they never officially called eachother boyfriend and girlfriend with.

Still the offer said that along with Avengers membership he would also get a place as a scientist for Stark Industries which would help as a cover to his Aunt May. Plus a place to stay which was jsut as well as he was falling behind on rent.

Peter gulped and he entered with Jennifer and Carol greeted Jennifer with a smile which faded when she noticed Peter, "I am happy to have the familiar faces but you should have warned me that the 2nd newcomer would be him. Aren't you the one involved with the deaths of the Stacys?" she asked and Peter's face hardened behind his mask as that was a sore subject for him.

"You're out of line Captain Danvers, he's our teammate now and you should respect him as one." Steve told Carol with a glare and then smiled at Peter's direction. "Nice to see you again Spider-Man and it will be an honour getting to work with you again on the Avengers." Steve said and Peter was ready to squeal at the praise.

Peter faced the famous heroes as he sitted down and sighed as he thought of how to get his teammates to trust him. He was secretive of his identity but if they were going to be a team and the others knew their names due to their lack of a secret identity then... Peter unmasked to show them his face and said "I'm Peter Parker better known as the friendly neighbourhood Spider-Man and it's an honour getting to work with you on the Avengers." Peter then saw their faces which were surprised as Peter put back on his mask.

"Welcome to the Avengers Peter and the same to all of you. I know the Avengers have been apart for half of a decade and there were reasons behind their disbandment. However I always believed that the Avengers would need to be assembled once more and we can't wait until another threat that needs the Avengers to come first. So are you willing to stand with me as we build this team together?" Steve asked and there were nodding from the other five members. Steve smiled and said "well then, I have been waiting to say this again but... Avengers Assemble!"

Falcon's suit is from the Falcon and the Winter Soldier and Rampart is from the Mark Waid run of the Captain America comics which I can't recommend enough. I seriously consider the first issue of the run one of the best if not the best Captain America stories that I have ever read, especially since it came out in the aftermath of Secret Empire and the end of the HYDRA Cap storyline. Plus I know there will be similarities with previous Spidey X Shulkie stories that I have done.