A/N: Soooooo. It's been awhile! And I'm updating a story I said was finished, so I lied. This story is not done yet. I sat down and started adding to it and I thought HEY i really like this idea so let's see where it goes! And this is what your old girl came up with! I hope you like it!

Disclaimer: If I owned Marvel, you can guarantee that May would be alive, Wanda would have her kids, and I would be watching Tony Stark raise Morgan the way he should be doing. Alas, it was never meant to be.

~:~

Chapter Two

"So," the guy with the bow- obviously Hawkeye- said. "I take it you're the Spiderkid?"

"Spiderman," Peter corrected sheepishly. "And yeah, that's me."

"Oh my gosh," Steve muttered in shock. "He's just a little kid!"

"Hey," Peter raised an eyebrow at the captain. "I'm sixteen."

"Not to mention his IQ is higher than mine," Tony added.

"What?!" Bruce gasped, and Steve just shook his head.

"It doesn't matter, Tony, look at him!" the soldier exclaimed. "I can't believe you'd let him go out and fight crime! He's way too young." He turned to Peter. "Son, I'm sorry, but I can't allow this to continue. I appreciate you wanting to be like us, but obviously Tony's forced you into this and I don't think you truly understand what you're getting yourself into-"

"Let me stop you right there, sir," Peter interrupted, taking a few steps forward. He wanted to remain polite, even though the captain was already getting under his skin. He could see why Mr. Stark was always so frustrated with the guy. "First of all, you aren't my legal guardian. Therefore, you have absolutely no say in what I can or can't do. Only my Aunt May and Mister Stark have a say in that, because Mr. Stark is my emergency contact and my Aunt May, no matter how much she worries about my wellbeing when I go out as Spiderman, knows that it's my choice and that no one is forcing me into this. And for you to insinuate that Mr. Stark forces me to do what I do? Let make it clear that he's told me multiple times that he'll take away the suit if I go too far. I'd been Spiderman for six months before he ever even met me. Secondly, I don't do this because I 'want to be like you.' I do what I do because it's what's right, because when you can do the things that I can do, and you don't, and then the bad things happen… they happen because of you. I know the risks, sir. I always have. I chose this life the day my uncle bled out in my arms after being shot by a bank robber that I could have stopped but didn't. I chose this life because I want to help people, I want to save them like I couldn't save Uncle Ben. So, no, Captain Rogers, sir. It's you that doesn't truly understand."

Peter took a deep breath as he finished, glad to have that off his chest. Everyone stared at him, awestruck, and suddenly it hit Peter that these were the stinking Avengers and he'd just blatantly disrespected Captain America. He paled considerably and scrambled to apologize.

"I'm so sorry, sir! Er, I just get kind of defensive when people tell me I can't do this stuff. I- I didn't mean to disrespect you in any way, sir."

Steve blinked several times as he looked at the teen. The kid had just respectfully shot down what he'd said and given him strong, valid proof as to why he put his own life at risk every day, and he was apologizing for it.

"Son," he said gently to the panicking teen in front of him, "you don't need to apologize. You didn't do anything wrong."

Peter visibly relaxed, and he sighed.

"Okay," he breathed.

"So," Bruce leaned forward in his seat. "What all can you do? Like, your powers and stuff. You mentioned something about organic webs? Do your powers come from you or the suit?"

Peter jumped and grinned widely when he saw who was talking to him.

"Holy crap, you're Bruce Banner!" he exclaimed, his eyes lighting up like the fourth of July.

Bruce, having entered the living room just after Peter's rant about how great of a scientist he was, sighed.

"Yeah, that's me," he mumbled, rubbing the back of his neck. "If you have any questions about the Hulk-"

"The Hulk?" Peter looked confused. "No, I mean, sure, the Hulk is cool and all, but- you're Doctor Robert Bruce Banner! We have a picture of you in my school. You're, like, the greatest scientist in the history of science. And you have seven PhD's, which, wowthat'samazing and your papers on Gamma Radiation and the human DNA are just absolutely groundbreaking! I can't believe I'm meeting you. Can I shake your hand?"

Bruce looked shocked, and his eyes misted over slightly.

"I- uhm," he stood, walked over to Peter, and hugged him unceremoniously. The kid stiffened immediately, surprised, but then his eyes met Tony's. He understood what his mentor was trying to say. Bruce is insecure, kid, Peter could practically hear him say. Not many people like him for Bruce Banner. They only like the Hulk.

Peter swallowed and gave an almost imperceptible nod to Tony as he hugged Bruce back gently.

"Hey, it's okay, Doctor Banner, sir," he whispered, although everyone heard him. "Sometimes people are jerks and tend to not really look at us, the people we really are. I know how you feel. Trust me, I see you, for you. Not just the Hulk. He's okay, but Bruce Banner is awesome. And anyone that can't see that should just… just… erm, I'm trying to think of something they should do that doesn't involve physical harm because that's mean."

Bruce laughed and pulled away, patting the kid on the shoulder.

"Kid," Tony shook his head, a fond smile on his face, "you're too good for this world."

Peter shrugged, which only made everyone smile even more.

"There are people out there who are better than I could ever be," he said, a fond smile on his face as he quickly glanced at everyone in the room. "I just hope I can make them proud one day."

Tony smiled, and everyone else was shocked, because there had never been such raw emotion- such love- on Tony Stark's face before.

"You've already made me proud, kid," he said, ruffling Peter's hair. "But we seriously need to have a talk about being more discreet. You webbed your backpack to the wall without even thinking about it. I mean, what if there was an unsuspecting Pizza delivery guy here? He would have seen you!"

Peter cringed.

"Sorry," he mumbled. "My tingle has been going haywire all day because my powers are apparently still manifesting."

"Wait," Sam cut in, and everyone turned to him. "So, in Germany, that web stuff was coming out of you?!"

There was silence for a moment, and Peter blinked at Sam, who looked disgusted. Slowly, a wide grin spread across the teen's face, and he broke the silence by erupting into a fit of wheezing laughter.

"I-" he stopped to laugh some more, and everyone was chuckling along with him, because the sight of his smile was too irresistible. "I'm sorry, Mr. Falcon, sir. It's just- you- you look so disgusted!"

Sam scowled playfully, and Bucky snorted at the kid.

"I like you, kid," the soldier laughed, elbowing Sam in the ribs with his metal prosthetic.

Peter straightened himself up, running a hand through his chestnut hair.

"I'm sorry," he apologized again. "No, Mr. Falcon, my webs didn't come out of my body back then. They never did until yesterday, actually."

"O-kay," Sam said, giving him a thumbs up and a nod. "Still freaky, but hey, it's cool."

Peter smiled.

"But to answer your first question, Mr. Banner, sir," he continued, turning to Bruce, "all my powers come from me, my body. The suit is just a precaution, a way to contact Mr. Stark, if need be, or the police, which is a rare occurrence but sometimes is still necessary. It also serves as… I guess you could call it protective armor. Karen, my A.I., is also a really big help for finding crimes on her scanner. She's also kind of protective of me, which is really cool since she's artificial intelligence, but anyway."

The Avengers shared a look and a small smile. This kid was truly something else.

"So, what other powers do you have besides terrifying web fluid?" Bucky asked jokingly, and Sam scowled.

"Well," Peter hesitated. He glanced at Tony, who saw his reluctance and gave him a reassuring nod. Peter smiled again and continued. "Well, I've got super strength, for one. So far I've only lifted up to… I honestly don't even know. I'd try to figure out what that one concrete slab weighed so I could tell you, but I'd rather not have another building dropped on top of me to test that out. And I-"

"Wait, again?!" Tony interrupted, his expression shocked. "When did you have a building dropped on you, and why didn't Karen alert me?"

"Oh, it was when you took the suit away. Homecoming night," Peter explained. "I was fine though. I had a few broken ribs, a sprained ankle, and a concussion, but I was fine the next day. Oh," he turned back to Bruce, "and I also have super healing. I've been shot in the leg before, and within a few hours I was fine."

"We're having a talk later about putting yourself in danger," Tony grumbled.

Peter pouted.

"Mr. Stark!" he argued. "It was Liz's dad, and besides, I couldn't let him steal all that alien tech. A bunch of innocent people could have gotten hurt! He's in jail now anyway, and I'm fine."

"You say you're fine all the time, kiddo," Tony shook his head and sighed. "And I know you aren't. We're having a talk later."

"Okay," Peter whispered. He turned back to the others, who were watching the exchange with interest. "Uhm, yeah," he rubbed the back of his neck. "I have super strength, super healing, super speed, super durability, I can shoot webs from my wrists, I'm sticky, and my senses are dialed to eleven. So sometimes, I get what's called a sensory overload, and I can hear everything from several miles away. When I try to eat, the taste is so strong I can hardly stand it. I can smell everything as if it were right in front of me. I can't really touch anything because my skin gets sensitive, and my eyesight is turned up about 100 notches and everything gets really bright. I usually get a really bad headache, and it feels like I have a bad cold most of the time. And that's when it's a small sensory overload. The big ones are a lot worse. But yeah, I also have a sixth sense. I can sense things before they happen, and I get this weird tingly feeling and the hair on my arms raises up when there's danger."

Bruce nodded thoughtfully, and everyone else looked at Peter in awe.

"Is that everything?" the scientist asked, tilting his head in thought.

"Nope!" Peter chirped. "Well, maybe. I'm not sure, since, like I said, my powers are apparently still manifesting. It's a bit creepy, but luckily it hasn't affected my physical features any, except for like my abs and… strangely, my front canines were a bit sharper than normal when I brushed my teeth this morning."

As he said the words, Peter ran his tongue over his front teeth, and the team saw what he was talking about. He top canines were indeed sharpened to a slight but deadly point, almost like fangs.

"Uh," Bruce scratched his head. "I might be mistaken, kiddo, but I think one of your new powers is… venom."

Peter paled. "What?"

"You know, like how some spiders can spit venom, or whenever they bite, their bite is poisonous?"

Peter wasn't listening. He rummaged frantically through his pockets, pulling out his phone and speed-tapping a number in.

"Em?" he asked after a single ring, his face still considerably pale.

A small cough could be heard on the other end of the phone, and Peter, if it were possible, paled even more.

"H-hi, Peter."

"Hey, baby," he whispered gently. "How, um… how much of my sandwich did you happen to eat yesterday?"

"Um," another cough, "all of what you gave me. Why? You d-didn't get me sick, did- *cough*- did you? Cause you sound fine and you were fine yesterday, and I've eaten a-after you before and-"

"Em, sweetheart, I- I just found out my bite is venomous and… and I think I might have accidentally poisoned you."

There was a pause, and all that could be heard from MJ was her labored breathing.

"Oh," she breathed, coughing again. "That… honestly, I- I'm not su-surprised. Y-you mentioned you were gonna do some- some, uh… it's getting hard to think."

"Crap," Peter paled even more, and now he looked like a stark-white ghost boy.

"I- I'm gonna come over there, okay?" he raced to grab something from his backpack. "I- I prepared for something like this so just- just stay awake until I get there, okay, baby? You can do that for me, right?"

"Y-yeah," Steve heard the girl say, "I can t-try."

"Okay," Peter took a deep breath. "I'm on my way, Em. I'll be there in no time."

With that, he hung up the phone, and raced out of the penthouse with lightning speed, without another word, leaving the rest of the Avengers blinking after him in amazed confusion.