Spider kept its eyes concentrated on its friend, the shining red star prominent on the older man's metal arm. It watched him as the man's cold eyes stared up at it before a guard behind him muttered something quietly.

The fight began, the Spider gasping as the Soldier took the first hit on it; a kick on the side of its chest. Spider stumbled back, gasping, before it started to fight back, attempting to catch the Soldier's arm before it could be punched. It swung its other hand towards the man's face, effectively gaining a clean punch on the older man.

The guard yelled something, a word in Russian that the young Spider had not yet learned, and the Soldier began to twist the arm that the child was using to hold his metal arm. Spider screamed, its arm being bent as if it was about to be torn apart. It fought off the tears of pain as it finally managed to pull away from the Soldier's grip, the arm flopping uselessly on its side after it heard a loud snap.

Weak. Pathetic. Useless.

The Spider continued to fight with its good arm, doing its best to block the brutal attacks from his fellow Soldier. Its lip quivered almost unnoticed before its face was struck with a metal fist. It blinked quickly, erratically, the assault on its face was too much as it felt more and more fists attack it. Spider gasped helplessly, attempting to pull away from its cold friend.

"James," it begged, its voice raspy. The Spider felt bile crawling up its throat; had it been screaming? "Stop, please."

But the Winter Soldier hadn't. Instead he pulled the child up and threw him against the wall. Spider made a strangled noise, its head pounding too much to be able to concentrate.

"Up. Now." A guard - the same guard that had been behind the Soldier, in fact - commanded, standing in front of the shaking eight year old, looming above it.

Spider whimpered, its ribs feeling as if someone crushed them, and shakily began to stand up. It forced himself to stay upright, ignoring the pain that shot out from its legs.

It looked up towards the Soldier, who stared at it back with a flash of recognition and regret in his eyes, before it watched them be covered by the same cold slate the Spider was now used to seeing.

The Spider felt itself be grabbed by the shoulders and its head turned to face a doctor; one with a clean, freshly ironed lab coat and a tight smile. It decided to smile back, biting its cheek to keep itself from making noises while the doctor dabbed harshly on its face in order to clean it up.

"Have you learnt your lesson, little pauk?"

The Spider nodded, making the world spin around it. "Yes, sir." It said obediently.


The Spider screamed.

It screamed. Loud and pained, begging to be released from its confinement as it laid down on top of a metal table. It screamed, screamed for help that didn't come.

"Mom," Pauk whispered through its gasps of breath, tears falling from the knives that cut it open. "Mom, dad, James…"

The Spider screamed again, a harsh hand making contact with its cheek. Its body shook under the straps that forced him to remain in place on top of the cold counter. Its sixth sense screamed at it, to get out get out get out get out ! but it couldn't.

All it could do was scream until its throat was raw, and watch itself in the mirror as the doctors opened it up and took its blood.


Barnes had been silent for a few days, and still, he stayed silent while him and a few of the Avengers flew towards an old Hydra base. Since coming back from Wakanda, memories flooded him day after day, no longer having the mental wall that had been put up while he was being trained.

They were good memories. Memories of him and Steve hanging out, taking care of each other, and he smiled, forever grateful that he was getting himself back; that he was getting himself back onto his feet. Back to being Bucky.

Yet he can't feel like he wanted to go to a HYDRA base. He hadn't been willing, but Fury insisted on it.

So that's how he found himself grabbing a gun and clipping it onto his belt as he listened to their plan.

"The documents could be on paper, or on their computers," Fury stated, and even in his holographic state, he still looked like he had taken a sip of lemon juice. "Romanoff, make sure you get as much information as possible; there may be more HYDRA bases left than we thought."

The former assassin nodded quietly, humming to herself as they neared their destination.

"Stark. The Spider, it could be anywhere in the base. Find it, and bring it in."

"What the hell even is 'The Spider'?" Tony said expasteradly, though he nodded. "Sounds like a crappy rock band."

Bucky frowned, the code feeling familiar to his ears.

Spider, spider, spider, spider…

What was it?

Steve looked at his friend with concern in his eyes, putting a gentle hand on his shoulder. "Buck? You okay?"

"Yeah," he smiled at him, shrugging. "I just… I feel like I know what it is."

"Wolf, you know about this Spider?" Fury questioned, his see through face turning into a calculating expression. "And you didn't think to tell us when we had the briefing two days ago?"

"I don't know for sure," James countered, scowling. Tony turned to look at the metal-armed man. "I remember things… They've mentioned it before, but I never really heard what they said."

Nick Fury frowned, before nodding slightly and disappearing.

Natasha pulled on her parachute as the AI in the jet announced that they were close. She looked at her friend, "hey," she said, nudging him. "What do you know about the Spider?"

James, I don't remember my name.

James, I can't breathe.

James, James, James, where are my parents?

James, where are you?

Why didn't you save me there?

I can't remember anything.

Who am I?

Stop it!

James, stop hurting me!

James, please…

James-

"-Barnes!" Tony snapped, and he gave him an apologetic look after seeing the man jump. "What do you know about The Spider- whatever that is."

Bucky steadied his breath, his head pounding as if it was trying to break apart his walls to find where he had heard that voice. He knew that it was someone, he just didn't know who.

"It's…" Bucky started to say, before he frowned and shook his head. "It's a person, I think."

"A person?"

"Yeah, a person."


The Spider sluggishly blinked at the bright white light that shone above it, its sixth sense slowly itching the back of its neck while it continued to repair its body. It groaned quietly, rubbing its temple and looking around blankly.

"Ah, little pauk, you're finally awake," a voice sounded from the opposite side of the vibranium bars that held the powerful teen. "Quite a stunt you pulled two days ago, injuring two of our finest scientists?"

The teen frowned inwardly, and instead letting its face continue to be a blank slate. "I was not in the right state when I had my check up. I apologize, Doctor, and I await my punishment."

The older man only sneered, opening his mouth to say something before the lights had changed into a blinding, screaming red. Guards came out from every room, sending the young spider a headache. The Doctor was pulled away by one of them, while another one unlocked the bars that confined The Spider.

"Out," he said harshly, using a large gun he was holding to shove the teenager out of its room.

If it could even call it that.

Pauk only grunted in response before looking at the Guard, expecting an order.

"The Avengers are here," the Guard told it, pushing the Spider's suit into its chest. "Keep them from taking our research, we will come back for you."

The Spider nodded, quickly changing and clipping the web shooters onto its wrists.

"The traitor is here," he continued, and the soldier stopped dead in its tracks.

Traitor, traitor, traitor-

James! Come back, please-

Don't- don't forget… don't forget me-

Don't lea-

"Don't hold back."


Stark shot a repulsor at the group of people running away, bullets bouncing off his suit. He began to walk away while talking to Steve.

"How are you doing, Tony?" The Captain asked through their comms.

"Good, just took care of this group of people and now heading your way…"

He heard a grunt and a shout followed by hurried footsteps. Cautiously, he turned around, coming to face a skinny, black-clad entity.

"Stark? You there?" Natasha asked through the comms, and the man nodded, even if he knew that she couldn't see him.

"Second floor, East," Tony replied, watching the figure walk around him in circles. "Who are you?"

It hadn't passed a second before an onslaught of fists and fast flying kicks attacked him, long brown curls blurring past. His body automatically blocked the hits, before a splash of white filled his vision.

"Gross, FRIDAY; what the hell is this stuff?" He pulled off the sticky substance gingerly, before shooting a powered repulsor at the lanky figure. To his surprise, they only stumbled back slightly, shaking their head as if stunned.

"Stark, I'm on my way," Natasha announced, and the man taking hits only made a noise in response.

Loud gunshots sounded in the hallway and Tony could hear heavy footsteps racing downstairs. He prepared for another fist to land on his face, but instead he was greeted with a kick to the chest, slamming him against the wall. He blinked, his vision spinning as he looked around quickly, trying to locate where the target had gone.

Pauk had bounced off the chest of Iron Man upon hearing the gunshots a floor below them. It hurried down, jumping off the ledge and swinging into a window and breaking it. Bits of glass stuck out of its skin, but chose to ignore it as it grabbed a machine gun from a comatose HYDRA guard. Spider ran to the lab, the only place it knew where they kept information away from the prying eyes of the too nosy agents.

When it arrived, it saw a man in a blue, red, and white suit hold a folder labeled with its name, along with a worn and torn black leather notebook with a dark red spider symbol.

Keep them from taking our research.

Keep them from taking our research.

Keep them from taking our re-

The Spider fired the gun at the man, only to watch the bullets ricochet off his shield and into the walls. It dropped the gun onto the ground like a broken toy and webbed the shield out of the Captain's hands.

"What-" He breathed, before widening his eyes as the shield was thrown back at him. He winced, catching it in his hands but not without making it sting the slightest beat.

"Steve! You okay?"

The Spider's senses flared as it turned around to see who had spoken in the same familiar voice that had left it all those years ago.

It focused its attention on him.

Don't hold back.

"Buck, look out!"

The Spider revelled in the struggle that the traitor was clearly having against it, not giving the Soldier enough time to dodge its relentless attacks. Anger blinded Pauk, and it only made it fight harder as it pulled away from someone who tried to grab it by the neck.

A bright light flashed and the Spider stumbled backwards a bit, blinking to try and rid of the spinning sensation of the room. Instead, it found itself surrounded by 4 of the Avengers, though it kept staring at him.

Little pauk, I'm right here.

"Are you The Spider?" One of them questioned, one similar to the voice it had heard upstairs.

Instead of replying, it leapt towards the metal armed man, kicking him multiple times before growing furious and dodging a bullet, bouncing off the wall and onto the one who had shot at it. A red-haired woman looked at Pauk in shock as it caught her fist and leg, instead flipping her over and pulling on her arm roughly. A satisfying snap made her scream, and Spider turned to focus its attention on the traitor, making the move to attack him. Its sixth sense warned the teen too late as both a repulsor beam and a dull red disk hit its chest.

It screamed loudly, hearing its ribs break and the sudden struggle of breathing, before it felt its head hit the cold cement floor with a horrible thunk. It gasped in pain, looking around wildly as the world looked blurry to it. A cool sensation trickled down its forehead to its neck before a giant blob of red and gold put a foot on its chest.

"Stand down."

The last thing Pauk remembered hearing was a man who had yelled "Oh god, Peter?" in awe and desperation, before it saw a red fist make contact with its face.


This story is BETA'd by MysteryGal5! tysm!

reviews are appreciated ! enjoy :))