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TWO MONTHS LATER

"What are you going to wear?"

"I don't know. It's just like a suit and tie kind of thing."

"Okay, but is that a suit-and-tie kind of thing, or is it a suit-and-tie kind of thing?"

Peter couldn't pick out any discernible difference between the two except for the dramatic pause Ned had given before the second option. He paused on the edge of a rooftop and sat down, pressing his back up against the building's brick. "What's the difference?"

"Well –" Ned paused. "Is it, like, a funeral, or is it a party?"

"I don't know. Both, I guess." Peter cleared his throat. "Anyway. Come on, guys. We're on patrol here." Mentally shaking himself, he hopped up, balancing on his heels on the edge of the rooftop.

People streamed along the street below him. The streets were busy as usual, and Peter was carefully scanning everybody's face he could see.

He caught sight of one guy's face in the crowd, and something buzzed in the back of his mind. Not spider-sense, exactly – he just knew he'd seen the face before. Tilting his head to one side, Peter suddenly placed him.

"Karen, run face match?" he said. "I think that's Daniel West."

He heard Ned's chair squeak over his earpiece as he leaned forward, presumably to get closer to his laptop screen. "Hang on, who?"

"Daniel West. We've met a few times." Peter leaned forward, the lenses on his mask narrowing. "His thing is robbery." He kept his voice low, even though he was a pretty good distance away. "Sometimes aggravated, sometimes with a deadly weapon, if he gets caught."

"There is currently a warrant out for his arrest," Karen piped up.

Ned gave a half-frustrated sigh. "Karen, that's what I'm supposed to be doing," he said over Peter's communication. Thanks to the three-way communication they had rigged up to Ned's laptop, Ned could hear both of them. He was currently at his house, his laptop open in front of him – the Guy in the Chair in full glory.

"My apologies," Karen said, sounding amused.

Ned's voice dropped back to his usual amiable tone. "That's okay."

Peter frowned. "Guys. Focus?"

His mask's heads-up display suddenly highlighted an L-shaped object tucked into the back of West's waistband, and Karen's voice grew serious again. "Peter, he's armed."

Peter narrowed his eyes. "And he just ducked into a store."

Ned quickly checked the map of the street on Google. "That corner bodega?"

"Yeah, that's his usual MO."

Karen did a quick scan of the store's occupants. "We have four civilians in there, Peter."

"Okay, I'm going in," Peter whispered.

"Be careful," Ned said.

Peter dropped down to the pavement, hopped up, and walked into the bodega, a few paces behind West.

An electronic chime sounded throughout the store as Peter pushed the door open.

The cashier behind the counter glanced up from his newspaper and met eyes with Peter through the mask. Peter raised a finger to his lips and started silently pantomiming what he was doing, gesturing to West and then himself, but the cashier looked back down at his newspaper in disinterest before Peter had even finished.

Peter lowered his arms and mentally shrugged. New Yorkers.

West took the center aisle, striding with purpose to the back of the store where the soda coolers were. Peter followed him, taking quick stock of the store's occupants – besides his gunman, he had the cashier and two teenaged girls snickering in the candy aisle. West in front, cashier to the left, girls on the right.

Peter frowned. His mental math wasn't adding up. Karen had said there were four people already inside the store. He was missing one.

He wanted to ask her again, just to check, but he didn't want to give his position away to West. So far West hadn't so much as spared a glance in Peter's direction.

West stopped in the middle of the aisle, right in front of the store's most expensive items – prepaid phones and phone chargers.

Glancing up as if he were checking out the soda coolers, West slid two packaged phones off their hooks and slid them into his open jacket. He kept his other hand in his jacket pocket, pressed close to his body to prevent them from falling out.

Peter had to admit the guy was pretty good. West moved so quickly and quietly that if Peter hadn't been keeping a special eye on him, he probably wouldn't have even noticed.

But if he wanted to catch this guy, he was going to have to move a little faster. He had better ways to spend his Thursday night.

Well, actually, he really didn't, but that wasn't important right now.

Peter cleared his throat, tapped the guy on the shoulder. "Hey, you planning on paying for those?"

West jumped at the touch and spun around. At the sudden movement, the phones clattered out of his jacket onto the floor, creating a pile around his feet.

Peter looked up at the guy's face, his mask's lenses narrowed. "I'm gonna take that as a no."

West's head jerked up. His innocent expression changed when he caught sight of the suit, and he looked angry.

He raised one elbow and swung it down in a hard arc, aiming for Peter's chin.

Peter took a quick step backward, easily dodging it, and grabbed West's elbow. "You'd probably just borrow some money from the register though anyway, right?" He shoved West's elbow to the side, ramming it into the phone racks.

West shouted out in pain and started to scrabble for the gun tucked into the back of his jeans.

"Hey hey hey, hang on." Peter shot a web at his hand and pulled it back towards himself, like a yo-yo on a string. West growled and reached for the gun with his other hand. Peter webbed that one just as quickly and pulled it back too.

For a minute they were locked in a weird sort of stalemate – West locked in Peter's webs like a puppet's strings, Peter holding them out and away from his body easily.

Peter tilted his head, narrowing his eyes at the stash that had spilled out onto the floor.

"What do you need five prepaid phones for anyw–"

A blow hit Peter's head from behind, knocking his skull forward.

"Whggg," Peter spluttered. He stumbled forward a step, feeling himself crash into a shelf. "Ow'd he do that?" he asked, but the words sounded funny in his mouth. Oh, great. He'd bitten his tongue.

"We have another assailant," Karen said, her voice tense and serious.

"What?" Peter spared a glance behind him. There was another man behind him, older than West, with bright white hair and a deep-set frown.

"Oh, hey." Peter straightened up, spun around. "You must be number four, right?"

The old guy started reaching for the back of his waistband. Peter sprung forward and tackled him around the midsection, pinning his arms to his sides.

Okay, make that two. Two gunmen.

This was not good.

Peter gestured wildly to the cashier and the two girls who were still in the store. "Guys, get down! Get down!" This was not going how he was hoping at all. He had thought this was going to be a quick takedown. Two minutes, tops. The new guy added another factor to an equation that Peter wasn't liking.

A gunshot rang out from behind him, and Peter flinched. Twisting around, he saw West, holding his gun raised in the air. A warning shot.

"Get the phones!" the old guy hissed at West.

Peter gritted his teeth. It was one against two, and in the narrow aisle, he couldn't take both of them down at the same time. He needed some backup, literally. "Karen, deploy Waldo Claws."

West's partner collared one arm around Peter's neck and yanked him backwards.

"Ack – Karen," Peter grunted out from around the guy's elbow. "Waldo Claws."

Nothing.

Peter's booted feet slipped and skidded against the tile underfoot. The elbow around his neck was cutting off his air. "Karen," he croaked.

Something's wrong.

Karen had stopped responding. Peter squeezed his eyes shut and clawed frantically at the fabric of the guy's sleeve.

Not good not good not good –

He drew one leg up and shoved it backwards, aiming for the guy's knees. He heard a popping noise as his foot made hard contact, and the guy let him go with a roar of pain.

Peter dropped out of his grip faster than he had thought. Caught off-guard, he hit the floor with a disturbingly inhuman splat.

That left both men completely free. Crap crap crap crap crap. . . .

Peter scrabbled to collect himself and sprung up off the floor.

"Don't move!"

The cashier behind the counter was holding a gun in both hands, pointed at the scuffle.

Peter raised a hand. "Don't worry, I got it!" he called out to him. He turned back around, and stopped short. "Uh-oh."

West's partner had his gun up, cocked, and pointed at him.

Behind him, he heard another gun cock.

He spun around to see West himself pointing his own gun straight at Peter. "Okay, guys." He looked from one to the other. They had positioned themselves completely opposite sides of him, so he had to physically turn his head to see both of them. "I think we can work this out."

More guns cocked.

Feeling his heart start to pound, Peter turned around to scan the store. His gaze landed on the two teenaged girls he had told to take cover, and his stomach dropped.

They were holding guns too. Aimed directly at him.

"Whoa whoa whoa, what's going on?" Peter raised his hands.

"Don't move!" the cashier repeated in a bark. It suddenly became clear he wasn't talking to the gunmen anymore.

Uh-oh.

Peter's eyes flicked over the crowd, tallying up a total. Five guns. He couldn't take out five guns in one go. And they had him completely surrounded, a full fat 360-degrees of You're Screwed.

Peter swallowed. Oooh, boy.

This wasn't a robbery. It was a setup.

"Uhh, guys?" he said a little nervously, trying again. "It's just me, Spider-Man. Still on your side."

"Thank goodness for that," came a voice from the back of the store. Peter spun around, eyes wide, arms still raised.

Nick Fury strolled out from the back room, both hands in his pockets.

"Mister Fury?" Peter said. "I mean – Director?"

"You can relax now," Fury said.

Peter looked around and realized all the convenience store people had lowered their guns.

He dropped his arms. "Seriously?" he said. "This was all a SHIELD setup?"

"Guns were real," Fury said, expressionless.

"Okay, but, wait –" Peter glanced to his left at the the guy he had originally been following. "I mean, isn't he –?"

"Daniel West?" Fury finished, raising his eyebrows. He nodded at the man.

West reached up for his face and clawed at something on his jaw. Peter squinted at him, frowning.

West started to pull something off his skin, and then his entire face kind of just. . . peeled off, all as one, and Peter was horrified for a second until he realized the layer of skin was glitching. The face revealed under the mask was completely different to Daniel West's.

A digitized mask. Mission Impossible of the twenty-first century.

"Cool," Peter said despite himself, awed at the technology.

"You're behind on the times, Spider-Man. NYPD just collared West three hours ago," Fury said, continuing to walk closer.

Peter looked back at him. "You guys knew I was tracking him?"

"You're Spider-Man. We like to assume you're keeping an eye on the bad guys," Fury said, raising his eyebrows.

Peter fiddled with one of his webshooters. "What was this, a test?"

"Whatever it was," Fury said, eyebrows raised, "you failed."

With forced dignity, Peter reloaded his webshooters, letting the little shell casings clink onto the flecked tile floor. "Yeah, well." He cleared his throat. "What do you guys want? I'm busy."

Nick Fury stepped closer until Peter could see that his one eye was bloodshot. "So am I," the Director said, raising his eyebrows.

Peter opened his mouth, closed it, then nodded.

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Fury regarded him calmly. "How've you been, Peter?"

Peter pursed his mouth up in a considering motion and shrugged. "Yeah. I'm good."

They had moved into the back room of the store, which was full of supplies and various storage. Tall plastic shelves covered the wall behind Fury's chair.

"You're good," Fury repeated tonelessly. It sounded stupid coming from him.

"I'm –" Peter corrected himself. "I'm busy."

"That's an understatement," Fury said, raising his eyebrows. He picked up an iPad sitting on the table beside him and tapped it on.

A silvery-blue holographic image leapt off the screen – surveillance footage, captured just outside a bank, showing Spider-Man taking down a husky man in a leather jacket. Peter recognized the takedown.

"More Spider-Man activity in the Queens borough in the past two months than New York's ever seen. A total of eleven criminals webbed up and left kindly on the NYPD's doorstep." Fury paused. "All with handy little notes, too, that's a nice touch," he added.

Peter couldn't tell if the Director was being sarcastic. He decided to take it as a compliment. "Thanks?"

"Problem is –" Fury set the tablet down, shutting it off, "you're getting sloppy."

Looking stung, Peter opened his mouth. "What do you mean?"

"Tonight. Out there." Fury nodded towards the store.

"I had that under control," Peter started defensively, but Fury cut him off.

"Five guns," he said. "Five guns is all it would have taken tonight to knock you down for good. If any one of those agents had been ordered to snuff you out, you'd have been toast out there."

Peter jerked up from his seat. "Hey, that only happened because you guys set me up –"

"Sit your ass back down, I'm not finished," Fury said, his voice loud.

Peter sat back down.

Fury let out a breath as he leaned forward, bracing both elbows on his knees. "I'm worried about you, Peter." He tilted his head, trying to meet Peter's eyes. "If I didn't know better, I'd think you're trying to prove something."

Peter clenched his jaw and didn't answer that. "Look, thank you, Mister Director. Really," he said, his voice lower, more controlled. "But I'm fine. I know what I'm doing. I've been doing this for a while."

Fury's voice was toneless. "Two years?"

Peter half-shrugged one shoulder, looking every bit the innocent. "Well, yeah. That's a while." He relented. "Okay, look, I know maybe that doesn't sound that long, but I don't need someone watching my back."

Fury leaned back in his seat. "No, you're right," he said after a minute. "You didn't ask me to."

Peter nodded once, but he looked uncertain if he had won the argument. He slowly stood up again and turned to leave.

"Tony did."

Peter stopped short, one hand on the door handle.

Fury knew he'd struck a chord. He got up from the chair and let out a long, tired breath, slipping his hands into his pockets. "One of Stark's last wishes," he said. "'If anything happens to the kid, Fury, I'm coming back to life to kick your ass.'" Fury chuckled to himself.

He looked up, and his voice changed, something more serious. "Lotta things are going to change now, Parker," he said. "Whether we like it or not. Earth's lost Tony Stark. We have to be on our guard without him."

Peter opened his mouth, then closed it, clenching his jaw.

He turned around to look Fury full in the face, and he met the Director's eye. "I'm just trying to do what he wanted me to do," he said. His voice was much smaller, more defeated.

"I know." Fury tilted his head, his eyes full of gentle concern. "So am I."

Peter looked up at his face and nodded once.

"We're all doing our best," Fury said. "And we're all hoping that's enough." He stood up from his chair, and Peter took that as his cue to leave. As he turned to open the door, however, Fury spoke again.

"By the way," he said. "I heard through the grapevine that you had an invite to Stark's tribute tomorrow night."

Peter paused in the doorway. "Yeah. Are you gonna be there?"

Fury paused. "I'm a lot of places at once," he answered cryptically. "Helps make me less of a target."

Peter caught what Fury was – and wasn't – saying, and he nodded. Spy work, all that stuff. It was probably better if he didn't know.

"Parker." Once more, Fury's voice stopped him. When Peter looked back at him, he walked forward a step, his eyes serious.

"Stark had his share of enemies," Fury said. "They might not all be willing to forgive and forget so easily."

Peter frowned. "What do you mean?"

"Just make sure you know how to watch your back," Fury said. "Tony can't do it for you anymore."

Peter looked puzzled, but he didn't say anything else.

Fury nodded his head in the direction of the door. "Alright, lecture over," he said. "Get out of here."

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The cheery electronic chime sounded behind him as Peter stepped out onto the street.

The night air felt cool and wet, even through the suit. He shot a web up the side of the building and yanked himself up to the roof.

A beeping noise came from his mask. "You have an incoming transmission, Peter," Karen started to say, but the incoming call spoke over her as it automatically patched through.

"–pick up. Peter? Hello?"

Ned's voice suddenly filled Peter's ears. "Are you there?"

Peter paused on the rooftop and touched a finger to his earpiece. "What, yeah? I'm here."

"Dude!" Ned let out an audible breath that crackled in Peter's earpiece. "Your communications went down."

"Really?"

"The last thing you said was that you were going into the store with the guy with the gun, and then you went radio-silent for like ten minutes. I thought you died."

Peter's brain raced to catch up, and then in clicked in his mind. "Augh," he hissed in frustration. He ran a hand over his head. "SHIELD must have been scrambling my communications in there."

"SHIELD?"

Peter dropped into a sitting position on the edge of a storefront. He sat a hand's-reach away from the elevated train, for once eye-level with the elevated tracks. "Nick Fury wanted to talk to me."

"Nick Fury –"

"We weren't following Daniel West," Peter said. "It was a SHIELD agent. In a mask."

Ned paused. "Like Mission Impossible?"

"Exactly like Mission Impossible."

"Wow." Ned's voice raised back to an excited pitch. "So what did Nick Fury want? Is it another mission? Can I come this time?"

"No, no, he just wanted –" Peter frowned in thought. "I don't know, actually."

"Seriously? Nick Fury wants to talk to you and you don't even remember what he said?"

"I remember what he said, I just –"

Peter was interrupted by a beep in his ear.

From over the headset communication, he could hear Ned's watch alarm faintly chirping too. "Uh-oh. Eleven," Ned said.

Peter blew breath out his cheeks. "Curfew."

He heard Ned sigh too. "Big night, huh?"

"Yeah." Peter was distracted. "I guess." He shook his head. "See you tomorrow, Ned."

"See you at school."

Switching off the communication, Peter looked out at the city. His eyes lost focus for a minute.

Stark's tribute tomorrow. That was what Fury had called it.

No one was calling it what it was. Unofficially, it was a funeral – sort of a grander, more public event than the one held by Tony's lakeside house. Prestigious people had been invited, a large event hall had been booked, ties were required. It was something Tony would have hated, but it was something the public needed. A big, fancy event that would make the news. A way to officiate his death.

Not that Peter needed it. Tony's death had been all too real to him on the battlefield in New York.

When he had heard Tony's heartbeat stop –

Peter shook his head sharply, breaking off the thought. He cleared his throat and then realized that his eyes were stinging. "Augh, God –" He ran a hand over his masked head, trying to scrub away the thought. "Stupid," he muttered to himself, trying to brush off the emotion.

Suddenly, what Fury said came echoing back in his mind, and Peter slowly frowned. The sentence played over and over, like a broken record.

Just make sure you know how to watch your back.

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A/N: Quick note, this story takes place before the events of FFH. It was pretty clear in the movie that Peter's feeling towards his hero work was that he needed a break, and he wanted to escape the responsibilities of it all. (Honestly, understandable.) What I'm planning to do is going to insert a little arc before he reaches that point, and then have this story lead up into FFH in the end.

Thanks so much to everyone for the faves and follows! I hope you love the story. And thanks especially to Shadow-wolf78 for your review!