Ned was jogging around Washington, D.C. when Peter quickly caught up to him and ran past him.

"On your left." Peter said.

As Ned kept jogging he came around again quickly after doing another lap.

"On your left." he said.

"Uh-huh, on my left. Got it." Ned said.

As he jogged Peter came around again from behind him from another lap.

"Don't say it! Don't you say it!" he said.

"On your left!"

"Come on!" Ned said, got angry and tried to catch up to him but only after a few seconds was unable to carry on and stopped to rest.

While he rested catching his breath sitting by a tree Steve walked over to him.

"Need a medic?" Peter asked and Ned laughed.

"I need a new set of lungs. Dude, you just ran like 13 miles in 30 minutes." Ned said.

"I guess I got a late start."

"Oh, really? You should be ashamed of yourself. You should take another lap." Ned said and hesitated for a minute. "Did you just take it? I assumed you just took it." he said sarcastically.

"What unit you with?"

"58, Pararescue. But now I'm working down at the VA." Ned lifts said and handed to shake. "Ned Leeds." he said and Peter gave him a hand to rise.

"Peter Parker."

"Yeah I kind of put that together. Must have freaked you out coming home after the whole defrosting thing."

"It takes some getting used to. It's good to meet you, Ned."

"It's your bed, right?" Ned said while Peter left.

"What's that?"

"Your bed, it's too soft. When I was over there I'd sleep on the ground and use rock for pillows, like a caveman. Now I'm home, lying in my bed, and it's like..."

"Lying on a marshmallow. Feel like I'm gonna sink right to the floor." Peter said and Ned smiled and nodded his head. "How long?"

"Two tours." Ned said and there was awkward silence. "You must miss the good old days, huh?"

"Well, things aren't so bad. Food's a lot better, we used to boil everything. No polio is good. Internet, so helpful. I've been reading that a lot trying to catch up."

Ned looked up to think and raised finger.

"Marvin Gaye, 1972, "Trouble Man" soundtrack. Everything you've missed jammed into one album." he said.

"I'll put it on the list." Peter said, got his small notebook and pen out and notes it down on his list including- in the American version of the movie - I Love Lucy (Television); Moon Landing; Berlin Wall (Up + Down) Steve Jobs (Apple); Disco; Thai Food; Star Wars/Trek (with Star Wars crossed out, indicating that he has seen it); Nirvana (Band); Rocky (Rocky II?)

Then he got a text message:

"Mission alert. Extraction imminent. Meet at the curb. :)"

"Alright, Ned, duty calls. Thanks for the run. If that's what you wanna call running." he said and they shook hands.

"Oh, that's how it is?"

"Oh, that's how it is."

"Okay. Any time you wanna stop by the VA, make me look awesome in front of the girl at the front desk, just let me know." Ned said and laughed.

"I'll keep it in mind."

"Okay."

Then Cassie pulled up in her car by the curb and rolled down the window.

"Hey, fellas. Either one of you know where the Smithsonian is? I'm here to pick up a fossil." Cassie said.

"That's hilarious." Peter said, walked over to her car and got in.

Ned gave Cassie and her car an appreciative look.

"How you doing?" he asked.

"Hey." Cassie said.

"Can't run everywhere." Peter said.

"No, you can't." Ned said and watched as Cassie quickly pulled away and drove off.


Later they were flying over the Indian Ocean with SHIELD agents, led by Brock Rumlow.

"The target is a mobile satellite launch platform: The Lemurian Star. They were sending up their last payload when pirates took them, 93 minutes ago." Brock said.

"Any demands?" Spider-Man asked.

"A billion and a half."

"Why so steep?"

"Because it SHIELD's."

"So it's not off-course, it's trespassing."

"I'm sure they have a good reason." Stinger said.

"You know, I'm getting a little tired of being Fury's janitor."

"Relax, it's not that complicated."

"How many pirates?"

"Twenty-five, top mercs, led by this guy. Georges Batroc." Brock said and showed them a photo of Batroc on the monitor. "Ex-DGSE, Action Division. He's at the top of Interpol's Red Notice. Before the French demobilized him, he had thirty-six kill missions. This guy's got a rep for maximum casualties."

"Hostages?"

"Uh...mostly techs. One officer, Jasper Sitwell." Brock said and pulled up Sitwell's photo on the monitor. "They're in the galley."

"What's Sitwell doing on a launch ship? Alright, I'm gonna sweep the deck and find Batroc. Cas, you'll kill the engines and wait for instructions. Rumlow, you sweep aft, find the hostages, get them to the life-pods, get 'em out. Let's move."

"STRIKE, you heard the Cap. Gear up."

As they got ready to dive off the jet; into his radio.

"Secure channel seven." Spider-Man said as on the communicator and got ready to dive off the jet.

"Seven secure. Did you do anything fun Saturday night?" Stinger asked.

"Well, all the guys from my barbershop quartet are dead, so... No, not really."

"Coming up by the drop zone, Cap." the pilot said on the radio.

"You know, if you ask Kristen out, from Statistics, she'd probably say yes." Stinger said.

"That's why I don't ask." Spider-Man said.

"Too shy or too scared?"

"Too busy!" he said and jumped out of the jet.

"Was he wearing a parachute?" STRIKE agent asked and Brock smiled.

"No. No, he wasn't." he said.


After jumping out the jet Spider-Man dove into the ocean and climbed onto the ship, then he beats everyone on the deck swiftly before anyone raised the alarm when he was interrupted by one of the pirates pointing his gun at him.

"Don't move! Don't move." French pirate 1 said and his shot died by Rumlow as he parachuted down onto the deck behind Spider-Man.

"Thanks." Spider-Man said.

"Yeah. You seemed pretty helpless without me." Brock said.

Then Stinger and another agent parachuted down onto the deck to join them.

"What about the nurse that lives across the hall from you? She seems kind of nice." Stinger asked.

"Secure the engine room, then find me a date." Spider-Man said.

"I'm multitasking." she said and jumped down to the lower deck.

Below deck the pirates were holding the ship's crew, including Sitwell, hostage.

"I said to Batroc, if we want SHIELD to pay, we have to start sending them bodies now!" French Pirate 1 said. "I have a bullet for someone." he said to the hostages. "You want a bullet in your head?! Do you want one? Eh?" he shouted. "Move your leg. Want a bullet in your head?" he asked and kicked one of the hostage's leg.

Meanwhile on the deck Spider-Man moved quickly to find the hostages in the control room.

"I do not like to wait. Call Durand. I want the ship ready to move when the ransom arrives." Batroc said.

"Yes, Batroc." French pirate said and made the call. "Durand. Start the engine."

"Okay." Durand said and put the phone down, turned and saw Stinger behind him.

"Hey, sailor." Stinger said, quickly knocked him down and managed to swing down below deck shooting several of the pirates on the way.

"Shut up." a French pirate said to one of the hostages.

"You don't move! But what's this? Want to play hero, is that it? You'd better not!" French pirate 1 said and looked at the hostages keeping their heads down. "Well, I've waited long enough." he said, went over to the locked door and banged on it to get the attention of the pirate guarding outside. "Hey, look for Batroc. If I do not hear anything in two minutes, I'll start to kill them!"

"Okay. I'll find him!" French pirate 2 said.

As the pirate turned to leave Batroc standing behind him with a stun gun, shot him, on the other side of the door the other pirate sensed something but dismissed it.

"Two minutes." French pirate 1 said.

Then Batroc and another STRIKE Agent put a bomb on the locked door.

In the control room.

"Radio silence from SHIELD, Batroc." French pirate said.

Spider-Man watched them from the deck, while another STRIKE agent got in position.

"Targets acquired." STRIKE Agent said.

Below the deck Batroc pointed his gun at the bomb placed against door where the hostages are being kept.

"STRIKE in position." Batroc said into his radio.

"Cassie, what's your status?" Spider-Man said.

Meanwhile Stinger was jumping down below deck to knock out one of the pirates.

"Status, Cassie?" Spider-Man said.

"Hang on!" Stinger said.

As the pirate attacked her she quickly knocked him out; into her radio.

"Engine room secure." she said, grabbed a pipe from the ground and knocked out one of the pirates.

"Time's up. Who wants to die first?" French pirate 1 said. "Hey, you! Take the girl." he said to one of his men.

"On my mark. Three. Two. One." Spider-Man said into his radio.

Then the STRIKE team started shooting at the pirates, blow open the door and Batroc quickly killed the head pirate.

"I told you, SHIELD doesn't negotiate." Sitwell said.


Back in the control room one of Batroc's men tried to get hold of the pirate below deck.

"Hello? Batroc, the line is dead. I lost contact with them." French pirate said.

Then Spider-Man smashed in through the window using his strength but Batroc managed to escape.

"Hostages en route to extraction. Lang missed the rendezvous point, Spider-Man. Hostiles are still in play." Brock said to Spider-Man as he went looking for Batroc.

"Cassie, Batroc's on the move. Circle back to Rumlow and protect the hostages." Spider-Man said but got no reply from Stinger. "Cassie!"

All of a sudden, Batroc kicked him, and they fought. The former was faring surprisingly well against the super soldier, his fighting style included acrobatic moves.

Then he performed a flic flac and halted the fight.

"I thought that you were more than just a shield." Batroc said and Spider-Man put the shield on his back and took off his mask and Batroc smirks.

"Let's see." Spider-Man said and they started fighting again.

But this time, Spider-Man quickly turned the tide in his favor and kicked him in the right leg, the stomach, and then performed a downwards somersault kick to the face, knocking him down.

Then Batroc stood up with visible struggle. Spider-Man smashed him through the door of a room and knocked him out with a strong punch to the face.

"Well, this is awkward." Stinger said.

"What are you doing?" Spider-Man said.

"Backing up the hard drive. It's a good habit to get into."

"Rumlow needed your help. What the hell are you doing here?" he said and went over to Stinger and looked at what she was backing up. "You're saving SHIELD Intel."

"Whatever I can get my hands on."

"Our mission is to rescue hostages."

"No. That's your mission." she said, finished backing up and pulled the flash drive out. "And you've done it beautifully." she said and went to leave but Spider-Man grabbed her arm.

"You just jeopardized this whole operation."

"I think that's overstating things."

Suddenly Batroc rose and threw a grenade at the two as he ran off, Spider-Man's deflected the bomb with his webs, grabbed Stinger and jumped through a window before it exploded.

"Okay. That one's on me." Stinger said.

"You're damn right." Spider-Man said.


Later at the Triskelion, S.H.I.E.L.D. Headquarters; Peter walked into Fury's office.

"You just can't stop yourself from lying, can you?" Peter asked.

"I didn't lie. Agent Lang had a different mission than yours." Fury said.

"Which you didn't feel obliged to share."

"I'm not obliged to do anything."

"Those hostages could've died, Nick."

"I sent the greatest soldier in history to make sure that didn't happen."

"Soldiers trust each other, that's what makes it an army. Not a bunch of guys running around and shooting guns."

"The last time I trusted someone, I lost an eye. Look, I didn't want you doing anything you weren't comfortable with. Agent Lang is comfortable with everything."

"I can't lead a mission when the people I'm leading have missions of their owns."

"It's called compartmentalization. Nobody spills the secrets because nobody knows them all."

"Except you."

"You're wrong about me. I do share. I'm nice like that." Fury said and stepped into an elevator with Peter following behind him. "Insight bay."

"Mr. Parker does not have clearance for Project Insight." the computer said.

"Director override, Fury, Nicholas J."

"Confirmed." the computer said and the elevator started moving down.

"You know, they used to play music." Peter said.

"Yeah. My grandfather operated one of these things for forty years. My granddad worked in a nice building, he got good tips." Fury said and looked up. "He'd walk home every night, roll of ones stuffed in his lunch bag. He'd say "hi", people would say hi back. Time went on, neighborhood got rougher. He'd say "Hi", they'd say, "Keep on steppin'. Granddad got to grippin' that lunch bag a little tighter."

"Did he ever get mugged?"

"Every week some punk would say, "What's in the bag?""

"What did he do?"

"He'd show 'em. Bunch of crumpled ones and loaded .22 Magnum." Fury said and smiled. "Granddad loved people. But he didn't trust them very much."

As they kept riding down the elevator Peter noticed the giant Helicarriers.

"Yeah, I know. They're a little bit bigger than a .22." Fury said and showed him round. "This is Project Insight. Three next generation Helicarriers synced to a network of targeting satellites."

"Launched from the Lemurian Star."

"Once we get them in the air they never need to come down. Continuous suborbital flight courtesy of our new repulser engines."

"Stark?"

"Well, he had a few suggestions once he got an up close look at our old turbines. These new long range precision guns can eliminate a thousand hostiles a minute. The satellites can read a terrorist's DNA before he steps outside his spider hole. We gonna neutralize a lot of threats before they even happen."

"I thought the punishment usually came after the crime."

"We can't afford to wait that long."

"Who's "we"?"

"After New York, I convinced the World Security Council we needed a quantum surge in threat analysis. For once we're way ahead of the curve."

"By holding a gun at everyone on Earth and calling it protection."

"You know, I read those SSR files. Greatest generation? You guys did some nasty stuff."

"Yeah, we compromised. Sometimes in ways that made us not sleep so well. But we did it so the people could be free. This isn't freedom, this is fear."

"SHIELD takes the world as it is, not as we'd like it to be. It's getting damn near past time for you to get with that program, Parker."

"Don't hold your breath." Peter said, turned and walked off.


Peter took off on his motorcycle; in the Smithsonian Museum there was an exhibit dedicated to Spider-Man.

"A symbol to the nation. A hero to the world. The story of Spider-Man is one of honor, bravery and sacrifice." the Smithsonian Narrator said.

Peter, keeping his face hidden under a baseball cap, walked over to the exhibition.

"Welcome to the Smithsonian. Visitor information booths are available on the second level." a woman on PA said faintly.

"On a field trip to Oscorp senior year at Midtown Science and Technology, Peter Parker was bitten by a radioactive spider. Which turned him into the world's first person to be bitten by this kind." Smithsonian Narrator said.

A boy recognized him, Peter smiled put his finger against his mouth to indicate for the boy to keep quiet and the boy nodded, then Peter watched some old footage of himself.

"In this rare footage, everyone's favorite spider hero, Spider-Man..." old footage recording said.

Then Peter went to the display where there were mannequins with costumes of Harry.

"Spider-Man quickly earned his stripes. His mission, taking down Sandman and Venom."Smithsonian Narrator said and Peter walked over to the a display of Harry. "Best friends since childhood, Harry Osborn and Peter Parker were inseparable on schoolyard. Osborn is the only person to give his life in the battle of Sandman and Venom."

Then Peter watched MJ Watson being interviewed.

"That was a difficult day. I was trapped by Venom's web on a taxi. Peter..." MJ said and hesitated. "he fought his way through a lot of that had different people, even technically Jameson after working for Daily Bugle taking pictures of himself. He saved over a thousand men, including a friend that was angry at him and blaming him for his father's death for a while. Even after we broke up, Peter was still changing my life."

Peter looked at the photo of MJ he'd kept in his wallet.


Later Peter visited May, lying sick in bed.

"You should be proud of yourself, May." Peter said and looked at her family photos by her bedside table showing her with Ben and Peter.

"Mm. I have lived a life. My only regret is that you didn't get to live yours as a normal boy after that bite." May said and he looked sad. "What is it?"

"For as long as I can remember after losing Ben I just wanted to do what was right. It's just not the same." he said and she chuckled.

"You're always so dramatic. Look, you saved the town. We rather... mucked it up."

"You didn't. Knowing that you helped raise me is half the reason I stay being Spider-Man." he said and she took his hand.

"Hey. The world has changed and none of us can go back. All we can do is our best, and sometimes the best that we can do is to start over."

Then she started coughing, Peter turned to get her some water and went to hand it to her.

"May." he said.

Suddenly she looked at him like she's seeing for the first time since he was frozen.

"Peter?" she said.

"Yeah."

"You're here! You... you came, you came."

"Yeah, May." he said and she started crying.

"It's been so long. So long."

"Well, I couldn't leave my aunt. Not when I owe me her for raising me."


Fury was alone in his office; to his voice controlled computer.

"Secure office." he said

All the windows were blackened, he took out the flash drive Cassie had downloaded all the files from the the Lemurian Star and places it in his computer.

"Open Lemurian Star's satellite launch file."

"Access denied." SHIELD computer said.

"Run decryption."

"Decryption failed."

"Director override, Fury, Nicholas J."

"Override denied. All files sealed."

"On whose authority?"

"Fury, Nicholas J." the computer said and he looked confused and worried then entered elevator.

"World Security Council."

"Confirmed."


Pierce was holding a virtual meeting with the World Security Council.

"If Nick Fury thinks he can get his costumed thugs and STRIKE commandos to mop-up his mess, he's sadly mistaken. This failure is unacceptable." Councilman Rockwell said.

"Well, considering this attack took place one mile from my country's sovereign waters, it's a bit more then that. I move for immediate hearing." Councilman Singh said.

"We don't need hearings, we need action. It's this Council's duty to oversee SHIELD." Councilwoman Hawley said.

"A breach like this raises serious questions." Councilman Yen said.

"Like how the hell did a French pirate manage to hijack a covert SHIELD vessel in broad daylight?" Councilman Rockwell said.

"For the record, councilman, he's Algerian. I can draw a map if it'll help." Pierce said.

"I appreciate your wit, Secretary Pierce. But this Council take things like international piracy fairly seriously."

"Really? I don't. I don't care about one boat, I care about the fleet. If this Council is going to fall a rancor every time someone pushes us on the playing field, maybe we need someone to oversee us."

"Mr. Secretary, nobody is suggesting…" Councilman Yen said but they were interrupted by Pierce's assistant walking in and whispering something to Pierce; to the council.

"Excuse me."

"More trouble, Mr. Secretary?" Rockwell asked.

"It depends on your definition." Pierce said and the meeting ended as he leaves. "I work forty floors away and it takes a hijacking for you to visit?"

"A nuclear war would do it too." Fury said and they shook hands; referring to Pierce's meeting with the World Security Council. "Busy in there?"

"Nothing some earmarks can't fix."

"I'm, uh...here to ask a favor. I want you to call for a vote. Project insight has to be delayed."

"Nick, that's not a favor, that's a subcommittee hearing. A long one."

"It could be nothing, probably is nothing. I just need time to make sure it's nothing."

"What if it's something?"

"Then we'll both be damn glad those Helicarriers aren't in the air."

Pierce hesitated a moment before replying.

"Fine. But you gotta get Iron Man to stop by my niece's birthday party." he said and Fury shook his hand.

"Thank you, sir."

"And not just a flyby, he's got to mingle." Pierce said, turned and left.


Later Peter went to a PTSD group meeting where Ned was counseling other veterans.

"The thing is I think it's getting worse. A cop pulled me over last week, he thought I was drunk. I swerved to miss a plastic bag. I thought it was an IED." a female war veteran said.

"Some stuff you leave there, other stuff you bring back. It's our job to figure out how to carry it. Is it gonna be in a big suitcase or in a little man-purse? It's up to you." Ned said.

After the meeting ended Peter waited for Ned as he finished saying goodbye to the veterans.

"I'll see you next week." the female war veteran said.

"Yeah." Ned said.

"Yeah." she said and he walked over to Peter.

"Look who it is. The running man."

"Caught the last few minutes. It's pretty intense." Peter said.

"Yeah, brother, we all got the same problems. Guilt, regret."

"You lose someone?"

"My wingman, Riley. Flying a night mission. Standard PJ rescue op, nothing we hadn't done a thousand times before, till RPG knock Riley's dumb ass out of the sky. Nothing I could do. It's like I was up there just to watch."

"I'm sorry."

"After that, I had really hard time finding a reason for being over there, you know?"

"But you're happy now, back in the world?"

"Hey, the number of people giving me orders is down to about zero. So, hell, yeah. You thinking about getting out?"

"No. I don't know. To be honest, I don't know what I would do with myself if I did."

"Ultimate fighting?" Ned said and Peter laughed. "It's just a great idea the top of my head. But seriously, you could do whatever you want to do. What makes you happy?"

"I don't know."


Meanwhile Fury drove through the city instructing his car computer to make a call.

"Activating communications encryption protocol." his car said.

"Open secure line zero-four-zero-five." Fury said.

"Confirmed."

"This is Hill." Hill said.

"I need you here in D.C. Deep shadow conditions." Fury said.

"Give me four hours."

"You have three, over." he said, stopped at a red traffic light, looked over to the next car and saw the two police officers in the car look at him with suspicion. "Want to see my lease?" he asked and the policemen quickly sound their police horn once before starting to drive off, as Fury went to drive off suddenly another police car smashed into his car, which was then surrounded by several other police cars crashing into him.

Inside his car Fury was injured.

"Fracture detected. Recommend anesthetic injection." he said and as Fury gave himself the injection a SWAT team truck pulled up. "D.C. Metro Police dispatch shows no units in this area." his car said and Fury was surrounded by the police and SWAT team and quickly realized they were all disguised mercenaries; to his car computer.

"Get me out of here!" Fury said and the mercenaries suddenly started shooting at his car.

"Propulsion systems offline."

"Then reboot, dammit!" Fury said and the armor on his vehicle started becoming weaker, the mercenaries bring out a battering ram to break in.

"Warning! Window integrity compromised."

"You think? How long to propulsion?"

"Calculating." his car said and the mercenaries started using the battering ram on the window. "Window Integrity thiry-one percent. Deploying countermeasures."

"Hold that order!" he said and the battering ram was smashed against the car window again.

"Window Integrity nineteen percent. Offensive measures advised."

"Wait!" he said and the battering ram was smashed against the window again.

"Window Integrity one percent."

"Now!"

Suddenly a mini gun pulled up from inside the car and he used it to return fire on the mercenaries causing the SWAT truck and some of the police cars to explode.

"Propulsion systems now online." his car said.

"Full acceleration, now!" [he said and kept firing at the mercenaries while his car automatically backed up and drove off. "Initiate vertical takeoff!"

"Flight systems damaged."

"Then activate guidance cameras!" he said and went over into the drivers seat. "Give me the wheel!" he said and took over driving his car as the mercenaries chase after him in their police cars. "Get me Agent Hill."

"Communications array damaged."

"Well, what's not damaged?"

"Air conditioning is fully operational." his car said and the police cars kept chasing after him as he weaved through the cars on the road. "Traffic ahead."

"Give me an alternate route."

"Traffic alert on Roosevelt Bridge. All vehicles stopped. 17th Avenue clear in three blocks, directly ahead. his car said and as he headed into the traffic he smashed into some cars causing a pile up stopping the police cars, the mercenaries got out and started shooting at his car and he managed to kill two of the mercenaries by running them down before getting past the traffic, but the remaining mercenaries kept chasing after him and manage to sandwich Fury's vehicle between them. "Warning, approaching intersection." it said as they approached the intersection Fury manages to shake off the two police cars, killing off the mercenaries.

"GET ME. OFF. THE GRID."

"Calculating route to secure location."

He saw a mysterious figure emerge ahead in the middle of the road.

Then it shot a bomb that attached itself to his vehicle causing it to explode and flip over.

Trapped inside his car, Fury watched as the figure walked over to the car but he managed to escape just in time by using a laser weapon to burn a hole out.


As Peter was walking to his apartment he heard his neighbor talking on the phone as she went to do her laundry.

After becoming an Avenger he was able to get a better apartment and gladly left the other.

"That's so sweet. That is so nice. Hey. I gotta go, though. Okay, bye." Sharon said turning to Peter. "Your aunt, she's kind of an insomniac." she said and he smiled at her. "Yeah."

"Hey, if you want... if you want, you're welcome to use my machine. Might be cheaper than the one in the basement." Peter said.

"Oh, yeah? What's it cost?"

"A cup of coffee?"

"Thank you, but um... I already have a load in downstairs, and, uh... you really don't want my scrubs in your machine. I'm just finished orientation in the infectious diseases ward, so."

"Ah, well, I'll keep my distance."

"Well hopefully not too far." she said and he nodded and turned to go into his apartment. "Oh, and I think you left your stereo on."

"Oh. Right, thank you."

"Yeah." she said and he watched her go down the stairs before turning in suspicion to his door.


When he cautiously got to his apartment he though the window, he got his wrist ready for protection and found Fury sitting on his couch in the dark.

"I don't remember giving you a key." Peter said.

"You really think I'd need one? My wife kicked me out." Fury said.

"Didn't know you were married."

"A lot of things you don't about me."

"I know, Nick. That's the problem."

As he turned on the light he noticed Fury's injuries for the first time, but Fury indicated for him to be silent and turned off the light and wrote something on his phone and showed it to Peter; "ears everywhere".

"I'm sorry to have to do this, but I had no place else to crash." Fury said and wrote another text and showed it to Peter; "SHIELD compromised".

"Who else knows about your wife?" Peter asked and Fury showed him another text; "You and me".

"Just... my friends."

"Is that what we are?"

"That's up to you."

Suddenly Fury was shot three times from through the wall and collapsed, Peter looked out the window for the shooter then quickly dragged Fury to the next room, before he left him handed him the flash drive.

"Don't... trust anyone." Fury continued and passed out.

Then Peter heard someone breaking in and heard his neighbor calling out to him.

"Mr. Parker?" Sharon said and he saw her walking in with her gun pointed. "Parker, I'm Agent 13 of SHIELD Special Service."

"Kate?" Peter said.

"I'm assigned to protect you."

"On whose order?" he asked and she noticed Fury lying injured on the ground.

"His." she said and went to Fury then contacted SHIELD through her radio. "Foxtrot is down, he's unresponsive. I need EMTs."

"Do you have a twenty on the shooter?" a SHIELD agent said and Peter saw the shooter though the window.

"Tell him I'm in pursuit." he said, smashed through his window and ran after the assassin

Then he chased him through an office building smashing through the walls, when he finally caught up with him on the roof he threw his webs at the assassin, but he caught them with one swift move, threw it back to him, jumped down the building and disappeared.


Later Cassie went to the hospital and met up with Peter and they watched doctors operating on Fury.

"Is he gonna make it?" Cassie asked.

"I don't know." Peter said.

"Tell me about the shooter."

"He's fast and strong. Had a metal arm." he said then Hill came and joined them.

"Ballistics?"

"Three slugs, no rifling. Completely untraceable." Hill said.

"Soviet-made."

"Yeah." Hill said then they watched in shock as Fury's state deteriorated.

"He's in V-tach." a male nurse said.

"Crash cart coming in." a female nurse said.

"Nurse, help me with the drape." a doctor said.

"BP is dropping." the male nurse said.

"Defibrillator!" the doctor said and Peter, Cassie and Hill watched in shock as Fury was flatlining. "I want you to charge him at one hundred."

"Don't do this to me, Nick." Cassie said.

"Stand back! Three, two, one. Clear!" the doctor said and Fury was given a shock with the defibrillator. "Pulse?"

"No pulse." the male nurse said.

"No pulse." doctor 1 said.

"Okay. 200, please. Stand back! Three, two, one. Clear!" the doctor said and gave Fury another shock. "Give me epinephrine! Pulse?"

"Negative." the male nurse said.

"Don't do this to me, Nick. Don't do this to me." Cassie said and the three watched the doctors as they kept reviving Fury but he was still showing as flatlining and Peter turned away as they finally call his time of death.

"What's the time?" the doctor asked.

"1:03, Doctor." the female nurse said.

"Time of death, 1:03 a.m."

Peter looked down at the flash drive Fury gave him.


Later Cassie and Peter were in a room Fury's dead body had been laid out, Cassie was looking at his body with tears running down her face when Hill joined them.

"I need to take him." Hill said and Peter went over to Cassie.

"Cassie." he said she she didn't respond, instead tenderly touched Fury's head then turned and walked out and Peter followed her. "Cassie!"

"Why was Fury in your apartment?" Cassie asked.

"I don't know." he said but they were interrupted by Brock.

"Parker, they want you back at SHIELD." Brock said.

"Yeah, give me a second."

"They want you now."

"Okay." Peter and turned to Cassie.

"You're a terrible liar." she said, turned and walked off.

"STRIKE team, escort Spider-Man back to SHIELD immediately for questioning." Sitwell said on the earpiece.

"I told him." Brock said and Peter noticed the vending machine next to him, then started walking towards Brock.

"Let's go." he said.

"Yeah." Brock said. "STRIKE, move it out." he said to the agents.

As they left Peter hid the flash drive behind a pack of gums in the vending machine.


Back at SHIELD, Peter was brought to Pierce who was talking to Agent 13.

"For whatever it's worth, you did your best." Pierce said.

"Thank you, sir." Sharon said and turned to leave but saw Peter. "Mr. Parker."

"Neighbor." he said coldly as he walked towards Pierces

"Ah, Spider-Man. I'm Alexander Pierce." Pierce said

"Sir, it's an honor." Peter said and they shook hands.

"The honor is mine, Mr. Parker. My father worked with your parents. Come on in." Pierce said and they entered his office and showed Peter an old photo of Fury with him. "That photo was taken five years after Nick and I met. When I was at State Department in Bogota. ELN rebels took the embassy, and security got me out, but the rebels took hostages. Nick was deputy chief for the SHIELD station there. And he comes to me with a plan. He wants to storm the building through the sewers. I said, "No, we'll negotiate." Turned out the ELN didn't negotiate, so they put out a kill order. They stormed the basement, and what did they find? They find it empty. Nick had ignored my direct order and carried out an unauthorized military operation on foreign soil. He saved the lives of a dozen political officers, including my daughter."

"So you gave him a promotion."

"I've never had any cause to regret it. Mr. Parker, why was Nick in your apartment last night?"

"I don't know."

"You know it was bugged?"

"I did, because Nick told me."

"Did he tell you he was the one who bugged it?" Pierce said and Peter said nothing not knowing this information. "I want you to see something." he said and brought up footage of Batroc being interrogated.

"Who hired you, Batroc?" a SHIELD agent asked

"Is that live?" Peter asked.

"Yeah, they picked him up last night in a not-so-safe house in Algiers." Pierce said.

"Are you saying he's a suspect? Assassination isn't Batroc's line."

"No, it's more complicated than that. Batroc was hired anonymously to attack the Lemurian Star and he was contacted by e-mail and paid by wire transfer. And then the money was run through seventeen fictitious accounts, the last one going to a holding company that was registered to a Jacob Veech."

"Am I supposed to know who that is?" Peter asked and handed himself the file.

"Not likely. Veech died six years ago. His last address was 14-35 Elmhurst Drive. When I first met Nick his mother lived at 14-37."

"Are you saying Fury hired the pirates? Why?"

"The prevailing theory was that the hijacking was a cover for the acquisition and sale of classified intelligence. The sale went sour and that led to Nick's death."

"If you really knew Nick Fury you'd know that's not true."

"Why do you think we're talking? See, I took a seat on the Council not because I wanted to but because Nick asked me to, because we were both realists. We knew that despite all the diplomacy and the handshaking and the rhetoric, that to build a really better world sometimes means having to tear the old one down. And that makes enemies. Those people that call you dirty because you got the guts to stick your hands in the mud and try to build something better. And the idea that those people could be happy today, makes me really, really angry." Pierce said and hesitated a minute. "Mr. Parker, you were the last one to see Nick alive. I don't think that's an accident, and I don't think you do either. So I'm gonna ask again, why was he there?"

"He told me not to trust anyone."

"I wonder if that included him." Pierce said and Peter paused a minute.

"I'm sorry. Those were his last words. Excuse me." Peter said and started making his way out of the office.

"Mr. Parker." Pierce said and Peter stopped and looked at him. "Somebody murdered my friend and I'm gonna find out why. Anyone gets in my way, they're gonna regret it. Anyone."

"Understood." Peter said, turned and left.


After Peter left Pierce's office he stepped into the elevator.

"Operations control." he said

"Confirmed." the SHIELD computer said.

just as the elevator doors are about to close Brock step in with two STRIKE agents.

"Keep all STRIKE personnel on site." he said.

"Understood." STRIKE agent 1 said.

"Yes, sir." STRIKE agent 2 said.

"Forensics." Brock said.

"Confirmed." SHOELD computer said.

"Parker."

"Rumlow." Peter said and the elevator doors closed and they started riding down.

"Evidence Response found some fibres on the roof they want us to see. You want me to get the tac-team ready?"

"No, lets wait and see what it is first."

"Right." Brock said and Peter noticed one of the agents touching his weapon suspiciously.

Then the elevator stopped and more SHIELD and STRIKE agents enter.

"What's the status so far?" SHIELD agent 1 asked.

"Administrations level." SHIELD agent 2 said.

"Confirmed." SHIELD computer said.

"Excuse me." SHIELD agent 2 said to Peter.

"I'm sorry about what happened with Fury. Messed up, what happened to him." Brock said to Peter.

"Thank you." Peter said feeling something is off.

Then he looked at the agents in the elevator and noticed one of them was sweating, then the elevator stopped and more agents enter.

"Records." STRIKE agent 3 said.

"Confirmed." SHIELD computer said.

As the elevator doors close Peter realized he's been surrounded by agents.

"Before we get started, does anyone want to get out?" he said.

Then there was a minute paused before suddenly one of the agents turned and used an electric rod to give him a shock, the others grabbed him and tried strapping his wrists with magnetic cuffs, but he managed to knock some of them down but one cuff remained, then Brock used his rod to give Peter a shock.

As Peter got attacked Sitwell was in a controls room watching them from a monitor.

"Mobilize STRIKE units, 25th floor." Sitwell said and Peter managed freeing himself from the magnetic cuff and knocked all the agents down and turned to Brock.

"Whoa, big guy. I just want you to know, Parker, this ain't personal." Brock said and went to attack him with his electric rod but Peter managed to defend himself and eventually knocked Brock out.

"It kind of feels personal." Peter said and picked up his shield then opened the elevator doors, but was faced by a team of STRIKE agents pointing their weapons at him.

"Drop the shield! Put your hands in the air!" 25th floor STRIKE agent said and Peter used his shield to break off the elevator wires sending the elevator down.

As he forced the doors open he saw more STRIKE agents approaching him, closed the door and looked for a way out.

"Give it up, Parker! Get that door open! You have nowhere to go!" STRIKE agent said.

Then Peter broke through the glass in the elevator and plummets down to finally hit the ground floor, from his monitor Sitwell watched in shock as Peter got up and started running off.

"Are you kidding me?" Sitwell asked. "He's headed for the garage. Lock down the bridge!" he said ordering the STRIKE team.

Peter rode out of the SHIELD garage on his motorcycle, evading the obstacles laid out but then a Quinjet emerged ahead of him.

"Stand down, Parker. Stand down." the Quinjet said and lowers its machine gun. "Repeat, stand down."

Peter didn't stop they start shooting at him, he threw a web into the propellers to jam it, giving him an opportunity to hop onto it and did more damage to the jet with his webs before jumping off as the jet went crashing down and he escapes.


"Eyes here." Sitwell said to the SHIELD agents. "Whatever your op is, bury it. This is Level One. Contact DOT. All traffic lights in the district go red. Shut all runways at BWI, IAD and Reagan. All security cameras in the city go through this monitor, right here. Scan all open sources. Phones, computers, PDAs, whatever. If someone tweets about this guy, I want to know about it." he said and everyone, including Agent 13, looked at him.

"With all due respect, If SHIELD is conducting a manhunt for Spider-Man, we deserve to know why." Sharon said.

"Because he lied to us." Pierce said and entered the room. "Mr. Parker has information regarding the death of Director Fury, he refused to share it. As difficult as this is to accept, Spider-Man is a fugitive from SHIELD."


Disguised as a civilian dressed in a hoody, Peter went back to the hospital to retrieve the flash drive from the vending machine but saw it gone, then Cassie appeared behind him chewing some gum, in anger he pushed her into a room.

"Where is it?" Peter asked.

"Safe." Cassie said.

"Do better!"

"Where did you get it?"

"Why would I tell you?"

"Fury gave it to you. Why?"

"What's on it?"

"I don't know."

"Stop lying!

"I only act like I know everything, Parker."

"I bet you knew Fury hired the pirates, didn't you?"

"Well, it makes sense. The ship was dirty, Fury needed a way in, so do you."

"I'm not gonna ask you again."

"I know who killed Fury. Most of the intelligence community doesn't believe he exists, the ones who do call him the New Goblin. He's credited with over two dozen assassinations in the last fifty years."

"So he's a ghost story."

'It can't be.' he thought.

"Five years ago I was escorting a nuclear engineer out of Iran, somebody shot out my tires near Odessa. We lost control, went straight over a cliff, I pulled us out, but the New Goblin was there. I was covering my engineer, so he shot him straight through me. she said and pulled up her shirt to show him the scar on the side of her stomach. "Soviet slug, no rifling. Bye-bye bikinis."

"Yeah, I bet you look terrible in them now." he said and a saw hit of a smile from Cassie.

"Going after him is a dead end. I know, I've tried." she said and held up the flash drive. "Like you said, he's a ghost story." she said and he took the flash drive from her.

"Well, let's find out what the ghost wants."


Later Pierce was holding another virtual meeting with the World Security Council.

"Nick Fury was murdered in cold blood. To any reasonable person, that would make him a martyr, not a traitor." Pierce said.

"You know what makes him a traitor? Hiring a mercenary to hijack his own ship." Councilman Rockwell said.

"Nick Fury used your friendship to coerce this council into delaying Project Insight. A project he knew would expose his own illegal operations. At best, he lied to you. At worst..." Councilman Singh said.

"Are you calling for my resignation? I've got a pen and paper right here." Pierce said.

"That discussion can be tabled for a later time." Councilwoman Hawley said.

"But you do want to have a discussion."

"We've already had it, Mr. Secretary. This council moves to immediately reactivate Project Insight. If you want to say something snappy, now would be a good time." Councilman Rockwell said.


Meanwhile Peter and Cassie were at the mall disguised as a civilian couple.

"First rule of going on the run is, don't run, walk." Cassie said.

"If I run in these shoes, they're gonna fall off." Peter said and they went to a Mac store to use one of their computers.

"The drive has a Level Six homing program, so as soon as we boot up SHIELD will know exactly where we are."

"How much time do we have?"

"Uh... about nine minutes from..." she said and popped the flash drive into a MacBook Pro. "Now." she said as several SHIELD vehicles head their way. "Fury was right about that ship, somebody's trying to hide something. This drive is protected by some sort of AI, it keeps rewriting itself to counter my commands."

"Can you override it?"

"The person who developed this is slightly smarter than me. Slightly."

Meanwhile Brock and his team pulled up outside the mall and head inside.

Back at the Mac store, Peter and Cassie kept trying and found out what's on the flash drive.

"I'm gonna try running a tracer. This is a program that SHIELD developed to track hostile malware, so if we can't read the file, maybe we can find out where it came from." Cassie said.

"Can I help you guys with anything?" Apple employee asked.

"Oh, no. My fiancé was just helping me with some honeymoon destinations."

"Right! We're getting married." Peter said.

"Congratulations. Where do you guys thinking about going?" the Apple employee said and Peter looked at the monitor and saw the signal traced to somewhere in New Jersey.

"New Jersey."

"Oh." the employee said and looked at Peter for a minute. "I have the exact same glasses."

"Wow, you two are practically twins." Cassie said.

"Yeah, I wish. Specimen. Uh...if you guys need anything, I've been Aaron."

"Thank you." Peter said as Brock and his team were in the mall looking for them. "You said nine minutes, come on."

"Shh, relax. Got it." Cassie said and they found the signal coming from Wheaton, NJ. "You know it?"

"I used to. Let's go." he said, pulled the flash drive from the computer and they walked out of the store. "Standard tac-team. Two behind, to across, two coming straight at us. If they make us, I'll engage, you hit the south escalator to the metro." he said as two agents came straight towards them.

"Shut up and put your arm around me, laugh at something I said."

"What?"

"Do it!" she said and he quickly put his arm around her and laughed.

Inside the Mac store one of the agents looked around.

"Negative at the source." Rollins said.

"Give me a floor rundown." Brock said.

"Negative on three." SHIELD agent 2 said.

"Negative on two." SHIELD agent 3 said.

"Snake the upper levels, work down to me." Brock said.

As they headed down the escalator Cassie saw Brock on the escalator next to them going up and turned to Peter.

"Kiss me." she said.

"What?" Peter asked.

"Public displays of affection make people very uncomfortable."

"Yes, they do." he said, she quickly pulled down his head and kissed him making Brock look away as he went past them on the escalator.

"You still uncomfortable?"

"It's not exactly the word I would use."


Later they drove to New Jersey.

"Where did Spider-Man learn how to steal a car?" Cassie asked.

"Nazi Germany." Peter said.

"Mm."

"And we're borrowing. Take your feet off the dash." he said and she took her feet off the dash.

"Alright, I have a question for you, oh, which you do not have to answer. I feel like if you don't answer it though, you're kind of answering it, you know?"

"What?"

"Was that your first kiss since 1945?"

"That bad, huh?"

"I didn't say that."

"Well, it kind of sounds like that's what you're saying."

"No, I didn't. I just wondered how much practice you've had."

"You don't need practice."

"Everybody needs practice."

"It was not my first kiss since 1945. I'm ninety-five, I'm not dead."

"Nobody special, though?" she said and he chuckled.

"Believe it or not, it's kind of hard to find someone with shared life experience."

"Well, that's alright, you just make something up."

"What, like you?"

"I don't know. The truth is a matter of circumstances, it's not all things to all people all the time. And neither am I."

"That's a tough way to live."

"It's a good way not to die, though."

"You know, it's kind of hard to trust someone when you don't know who that someone really is."

"Yeah. Who do you want me to be?"

"How about a friend?" he asked and she laughed softly.

"Well, there's a chance you might be in the wrong business, Parker."


Soon they pulled up to outside an abandoned military base where the signal led them to.

"This is it." Peter said.

"The file came from these coordinates." Cassie said.

"So did I."

Later that night they walked around the base trying to pinpoint where the signal came from.

"This camp is where I was trained." Peter said.

"Changed much?" Cassie asked.

"A little." he said and had a brief visions of his former, smaller self running past him as he's getting trained with other soldiers.

"Pick up the pace, ladies! Let's go! Let's go! Double time! Come on Parker, move it!" Sergeant Duffy said and his former self stopped and stared at Peter as he is now. "Come on! Fall in! Parker! I said fall in!"

Then present Peter watched nostalgically as the former Peter ran off.

"This is a dead end. Zero heat signature, zero waves, not even radio. Whoever wrote the file must have used a router to throw people off." Cassie said and Peter noticed a building ahead of them. "What is it?" she said as they walked over to the building.

"Army regulations forbid storing ammunition within five hundred yards of the barracks. This building is in the wrong place." Peter said, opened the lock with his shield and they entered inside.

When they turned on the lights they noticed it's a SHIELD office.

"This is SHIELD." Cassie said.

"Maybe where it started." Peter said and they entered a room to find old framed portraits of Howard Stark, Peggy and Col. Chester Phillips.

"There's Stark's father."

"Howard."

"Who's the girl?" she asked but he didn't reply and turned away to walk further down the room and stopped by a massive book shelf.

"If you're already working in a secret office..." he said, pushed the books shelf and slid open to reveal an elevator behind it. "Why do you need to hide the elevator?" he said and they went down the elevator taking them to a room with old looking computers. This technology is ancient."

Suddenly Cassie noticed a small flash drive port and put the flash drive in it then activated the ancient computer in the room.

"Initiate system?" the computer said and Cassie typed using the keyboard.

"Y-E-S, spells yes." she said and smiled as the old computer started cranking up. "Shall we play a game?" she ask. "It's from a movie that..." she said to Peter.

"Yeah, I saw it." he said.

Suddenly they heard an accented voice speaking.

"Parker, Peter. Born, 1984. Lang, Cassandra Margaret. Born, 1984." Zola said and they saw an old camera moving above them as it analyzes them.

"It's some kind of a recording." Cassie said.

"I am not a recording, Fräulein. I may not be the man I was when the Spider took me prisoner in 2005, but I am." he said and the computer screen showed an old photo of Dr. Arnim Zola.

"Do you know this thing?"

"Arnim Zola was a German scientist who worked for the Red Skull. He's been dead for years." Peter said.

"First correction, I am Swiss. Second, look around you. I have never been more alive. In 1972 I received a terminal diagnosis. Science could not save my body, my mind, however, that was worth saving on two hundred thousand feet of data banks. You are standing in my brain." Zola said.

"How did you get here?"

"Invited."

"It was Operation Paperclip after World War II. SHIELD recruited German scientists with strategic value." Cassie said.

"They thought I could help their cause. I also helped my own."

"HYDRA died with the Red Skull." Peter said.

"Cut off one head, two more shall take its place."

"Prove it."

"Accessing archive." Zola said and the computer screen showed them old footage of Johann Schmidt/Red Skull, of the how the original SHIELD founders. "HYDRA was founded on the belief that humanity could not be trusted with its own freedom. What we did not realize, was that if you try to take that freedom, they resist. The war taught us much. Humanity needed to surrender its freedom willingly. After the war, SHIELD was founded and I was recruited. The new HYDRA grew. A beautiful parasite inside SHIELD. For seventy years HYDRA has been secretly feeding crisis, reaping war. And when history did not cooperate, history was changed."

"That's impossible, SHIELD would have stopped you." Cassie said.

"Accidents will happen." he said and the computer screen showed them HYDRA had killed Howard and Maria Stark making it look like a car accident along with the recent death of Fury. "HYDRA created a world so chaotic that humanity is finally ready to sacrifice its freedom to gain its security. Once the purification process is complete, HYDRA's new world order will arise. We won, Spider-Man. Your death amounts to the same as your Life; a zero sum." he said and in anger Peter suddenly smashed the computer screen. "As I was saying..."

"What's on this drive?" Peter asked.

"Project Insight requires insight. So I wrote an algorithm."

"What kind of algorithm? What does it do?" Cassie asked.

"The answer to your question is fascinating. Unfortunately, you shall be too dead to hear it."

Suddenly the doors started closing and Peter tried stopping it by throwing webs in between it but was too late.

"Peter, we got a bogey. Short range ballistic. 30 seconds tops." Cassie said.

"Who fired it?" Peter asked.

"S.H.I.E.L.D."

"I am afraid I have been stalling, Spider-Man. Admit it, it's better this way. We're both of us...out of time." Zola said and Peter noticed a small opening on the ground.

Then he threw the metal door aside and just as the place exploded he threw himself and Cassie into the hole and protected them with his webs, then he managed to get them out from under the building rubble just as STRIKE agents arrived to roam the area for them.

"Call in the asset." Brock said as he notices a footprint in the dust.


At his home, Pierce went to his kitchen to get a drink when he saw the New Goblin sitting behind him with his gun on the table when his housekeeper called out.

"I'm going to go, Mr. Pierce. You need anything before I leave?" Renata asked.

"No. Uh...it's fine, Renata, you can go home." Pierce said.

"Okay, night-night."

"Good night." Pierce said and Renata left. "Want some milk?" he asked and the New Goblin didn't reply. "The timetable has moved. Our window is limited. Two targets, Level Six." he said, poured himself a glass of milk and went over to join the New Goblin at the table. "They already cost me Zola. I want confirmed death in ten hours."

Then Renata interrupted them as she entered the kitchen.

"Sorry, Mr. Pierce, I... I forgot my phone." she said and noticed the New Goblin.

"Oh, Renata. I wish you would have knocked." Pierce said, picked up the gun from the table and shot and killed her.


Returning home from his morning run Ned heard a knock at his door and opened it to see Peter and Cassie.

"Hey, man." Ned said.

"I'm sorry about this. We need a place to lay low." Peter said.

"Everyone we know is trying to kill us." Cassie said and Ned paused a minute before replying.

"Not everyone." he said and let them in.

Later Peter and Cassie were cleaning up and Peter noticed Cassie looking sad and thoughtful.

"You okay?" he asked.

"Yeah." Cassie said.

"What's going on?"

"When I first joined SHIELD, I thought I was going straight. But I guess I just traded in the KGB for HYDRA. I thought I knew whose lies I was telling, but...I guess I can't tell the difference anymore."

"There's a chance you might be in the wrong business." he said and she smiled faintly.

"I owe you."

"It's okay."

"If it was the other way around, and it was down to me to save your life, and you be honest with me, would you trust me to do it?"

"I would now. And I'm always honest."

"Well, you seem pretty chipper for someone who just found out they died for nothing."

"Well, I guess I just like to know who I'm fighting."

"I made breakfast. If you guys...eat that sort of thing." Ned said to ten.

Later they were sitting in Ned's kitchen.

"So, the question is: who in SHIELD could launch a domestic missile strike?" Cassie asked.

"Pierce." Peter said.

"Who happens to be sitting on top of the most secure building in the world."

"But he's not working alone, Zola's algorithm was on the Lemurian Star."

"So was Jasper Sitwell."

"So, the real question is: how do the two most wanted people in Washington kidnap a SHIELD officer in broad daylight?"

"The answer is: you don't." Ned said and dropped a file in front of Peter.

"What's this?"

"Call it a resume." Ned said and Cassie picked up a photo of him with his para-rescue team.

"Is this Bakhmala? The Khalid Khandil mission, that was you." Cassie said. "You didn't say he was a para-rescue." she said to Peter then started looking at the photo of Ned with his colleague.

"Is this Riley?" Peter asked.

"Yeah." Ned said.

"I heard they couldn't bring in the choppers because of the RPGs. What did you use, a stealth chute?" Cassie asked.

"No. These." he said and handed Peter the file, who opened it and read it.

"I thought you said you were a pilot." Peter said.

"I never said pilot."

"I can't ask you to do this, Ned. You got out for a good reason."

"Dude, Spider-Man needs my help. There's no better reason to get back in."

"Where can we get our hands on one of these things?"

"The last one is at Fort Meade, behind three guarded gates and a twelve-inch steel wall." Ned said and Peter looked at Cassie who shrugged her shoulders.

"Shouldn't be a problem." Peter said, threw down the file on the table and saw a classified military project called Falcon.


Meanwhile after their meeting was over Sitwell walked out of the building with Senator Stern.

"Listen, I gotta fly home tonight, cause uh... I got some constituency problem, and I gotta press the flesh." Senator Stern said.

"Any constituent in particular, Mr. Senator?" Sitwell asked.

"Uh...no, not really. Twenty-three, kind of hot. Real hot. You know, wants to be a reporter, I think. I don't know, who listens at that point?"

"Doesn't sound much of a problem to me."

"Really? Cause she's killing my back. Look, this isn't the place to talk about it." Stern said and touched Sitwell's pin on his jacket. "This is a nice pin."

"Thank you."

"Come here." Sitwell said and they embraced. "Hail, HYDRA." he whispered to Sitwell. "See, it's right there..." he said as Stern stepped away he touched his back.

"I just saw that, yeah."

"Should I get it checked?"

"I think you should." Sitwell said and Stern walked away. "I need a minute. Bring the car around." he said, got a call from Pierce and turned to his men. "Yes, sir?" he said as his men left and he answered the phone.

"Agent Sitwell, how was lunch? I hear the crab cakes here are delicious." Ned said.

"Who is this?"

"The good looking guy in the sunglasses, your ten o'clock." Ned said and Sitwell looked around but didn't see him. "Your other ten o'clock." he said and Sitwell turned the other way and saw Ned sitting a few feet away from him. "There you go."

"What do you want?"

"You're gonna go around the corner, to your right. There's a grey car, two spaces down. You and I are gonna take a ride."

"And why would I do that?"

"Because that tie looks really expensive, and I'd hate to mess it up." Ned said and Sitwell looked down at his tie and saw a small red light from the gun being pointed at him.

Then Spider-Man threw Sitwell across a rooftop, Stinger followed behind him.

"Tell me about Zola's algorithm." Spider-Man said.

"Never heard of it." Sitwell said.

"What were you doing on the Lemurian Star?"

"I was throwing up, I get seasick." Sitwell said and Spider-Man forced him to the edge of the rooftop, Sitwell just smiled. "Is this little display meant to insinuate that you're gonna throw me off the roof? Because it's really not your style, Parker."

"You're right. It's not. It's hers." Spider-Man said, stepped aside and Stinger kicked Sitwell off the roof and he plummeted down, screaming.

"Oh, wait. What about that girl from accounting, Laura...?" Black Widow said.

"Lillian. Lip piercing, right?"

"Yeah, she's cute."

"Yeah, I'm not ready for that."

Then, Ned, in his Falcon jet-pack suit with wings, flew up holding Sitwell and threw him down on the roof.

Spider-Man and Stinger walked towards Sitwell, he held his hand up in fear.

"Zola's algorithm is a program... for choosing Insight's targets!" Sitwell said.

"What targets?" Spider-Man asked.

"You! A TV anchor in Cairo, the Undersecretary of Defense, a high school valedictorian in Iowa city. Jennifer Banner, Stephen Strange, anyone who's a threat to HYDRA! Now, or in the future."

"The Future? How could it know?" Spider-Man said and Sitwell laughed.

"How could it not? The 21st century is a digital book. Zola taught HYDRA how to read it." Sitwell said and Spider-Man and Stinger looked at him in confusion. "Your bank records, medical histories, voting patterns, e-mails, phone calls, your damn SAT scores. Zola's algorithm evaluates people's past to predict their future."

"And what then?"

"Oh, my God. Pierce is gonna kill me."

"What then?!"

"Then the Insight Helicarriers scratch people off the list. A few million at a time."


"HYDRA doesn't like leaks." Sitwell said as Falcon drove them to Triskelion.

"So why don't you try sticking a cork in it." Falcon said.

"Insight's launching in sixteen hours, we're cutting it a little bit close here." Stinger said.

"I know. We'll use him to bypass the DNA scans and access the Helicarriers directly." Spider-Man said.

"What?! Are you crazy? That is a terrible, terrible idea-" Sitwell said.

Suddenly the New Goblin landed on the car roof, pulled Sitwell out through the window and threw him into the oncoming traffic, killing him, then he started shooting at them until Spider-Man pulled the break handle making the New Goblin drop down onto the street, as another car smashed into the trio's car and pushed them along, the New Goblin jumped back onto their car, smashed through the windscreen and pulled out the steering wheel.

"Shit!" Falcon said and Stinger started shooting at him but the New Goblin jumped onto the vehicle behind them.

As their car got pulled off the road Spider-Man held on to the car door.

"Hang on!" he said, broke open the door, holding onto them, they sli on the car door through the streets.

The New Goblin was joined by HYDRA agents and they started shooting at them, they scattered and ran off in different directions with the New Goblin shooting at Stinger but she managed to shoot him in his eye goggle mask and run off.

"She's mine. I'll take care of her. Find him." the New Goblin said and went in pursuit of her as the Hydra agents went after Spider-Man and Falcon who both manage to fend them off as they shot at them,

Then Spider-Man noticed the New Goblin in pursuit of Stinger.

"Go, I got this!" Falcon said.

The New Goblin thought he's found Stinger hiding behind a car as he heard her voice.

"I make an LZ, twenty-three hundred block of Virginia Avenue. Rendezvous two minutes. Taking fire above and below expressway. Civilians threatened. Repeat, civilians threatened." Stinger said and he rolled a bomb towards there thinking she's hiding. As it rolled behind the car Stinger wasn't there but a recording over her voice is being played back on a phone. "I make an LZ, twenty-three hundred block at Virginia Avenue. Rendezvous two minutes." she said and the bomb exploded.

Stinger jumped onto the New Goblin's back and tried to strangle him.

He threw her off, and tried shooting her, only for her to throw an electric device which shocked his electric arm before running off.

He removed the device, and recalibrated his arm.

"GET OUT OF THE WAY! STAY OUT OF THE WAY!" Stinger said to the civilians as she tried getting away from the New Goblin.

Suddenly she got shot in the shoulder and fell down. She looked around her, only for the New Goblin to come up for behind, ready to shoot her again.

Then Spider-Man jumped in and blocked a punch from the latter with his strength before he kicked him away, followed by him blocking a few bullets from the New Goblin's Colt M4A1, Škorpion vz. 61, and SIG-Sauer P220ST.

The New Goblin briefly took Spider-Man's web, and threw it at him, but Spider-Man managed to avoid being hit. Then they fiercely battle it out.

Eventually, Spider-Man managed to stop the New Goblin's arm, and threw him away, the latter's mask falling off in the process.

He landed and looked at an aghast Spider-Man, who by just looking at him, learned his true identity.

"Harry...?" Spider-Man said.

"Who the hell is Harry?" Harry asked.

As he aimed his pistol at Spider-Man, Falcon flew in and kicked Harry aside.

Harry had a brief look of realization, but quickly brushed it aside, and took aim again, but before he could shoot Stinger used the grenade launcher he dropped against him.

Then he vanished in the smoke of the explosion.

Soon, the trio heard sirens after which they were surrounded by HYDRA agents being led by Rumlow.

"Drop the web, Spider-Man! On your knees! Get on your knees! Now! Get down! Get down!" Brock said and Spider-Man held his hands up. "Get on your knees! Down!" he said and kicked Spider-Man's leg and Spider-Man knelt down. "Don't move." he said, looked at the helicopter flying above them and warned Rollins who's holding Spider-Man at gunpoint. "Put the gun down. Not here. Not here!" he said, rolling lowered his gun, then the HYDRA agents took Spider-Man, Falcon and Stinger into custody.


Later the trio were being escorted in a van.

"It was him. He looked right at me like he didn't even know me." Spider-Man said.

"How's that even possible? It was like seventy years ago." Falcon said.

"Zola. Harry's whole unit was captured in '93, Zola experimented on him. Whatever he did helped Harry survive the fight. They must have unburied him and..."

"None of that's your fault, Peter." Stinger said.

"Even when I had nothing, I had Harry." he said and Falcon noticed Stinger bleeding from her shoulder and looked at the guards.

"We need to get a doctor here. We don't put pressure on that wound she's gonna bleed out here in the truck." Falcon said.

Suddenly one of the guards pulled out an electric rod and neutralizes the other guard and knocks him out, the guard is revealed to be Hill as she took off her helmet.

"Ah. That thing was squeezing my brain." Hill said and Falcon looked at her in confusion; to Spider-Man. "Who's this guy?" she asked, Brock's crew stopped their vehicles and get out.

"Three holes. Start digging." Brock said and they went over to the van holding Spider-Man, Falcon and Stinger and as they open the door they found it empty with one of the guards left unconscious and massive burnt whole on the car floor.


Hill had taken the trio to a secret facility, a man runs towards them; referring to Stinger's wound.

"GSW. She's lost at least a pint." Hill said.

"Maybe two." Falcon said.

"Let me take her." a doctor said.

"She'll want to see him first." Hill said, took them to Fury who's alive and lying in bed and the trio looked at him in shock.

"About damn time." Fury said.

Later as Stinger's wound was being treated.

"Lacerated spinal column, cracked sternum, shattered collarbone, perforated liver, one hell of a headache." Fury said.

"Don't forget your collapsed lung." doctor said.

"Oh, let's not forget that. Otherwise, I'm good."

"They cut you open, your heart stopped." Stinger said.

"Tetrodotoxin B. Slows the pulse to one beat a minute. Banner developed it for stress. Didn't work so great for him, but we found a use for it." Fury said.

"Why all the secrecy? Why not just tell us?" Spider-Man asked.

"Any attempt on the director's life had to look successful." Hill said.

"Can't kill you if you're already dead. Besides, I wasn't sure who to trust." Fury said.


Inside a bank vault, the HYDRA agents fix Harry's metal arm and as they did he had a brief flashback to his old life after he was recovered by Zola and the HYDRA agents.

"Mr. Osborn..." Zola said as he had a flashback to falling off the train at the edge of the mountain with Peter trying to save him.

Suddenly, two bat-pumpkin-bombs fly in from his right, through his arms, he screeched in anger as he looked to his right; Peter turned to see Harry fly in towards Eddie and extend two blades from the front of his glider; Eddie backflipped out of the way and shot a web at Harry's glider, pulling it from under his feet and snagged the glider as Harry fell, dislodging numerous pipes that made clanging noises, causing Eddie's symbiote suit to screech; as Peter glanced from Eddie to the pipes, he thought back to the bell tower when he bumped into the bell, and its toll caused the symbiote suit to shriek in agony, and grins as he now knows the symbiote's weakness; Harry gets up to see Eddie leaping right for him in an attempt to impale him with the glider; Harry moved quickly into Eddie's path; he gasped and groaned as Peter looked at him in shock before looking down to see the glider blades going through his chest; Eddie turned Harry away.

"Harry!" Peter said and Eddie threw Harry aside sending him falling over a crate, then down several floors; on another floor further down, Mary Jane saw Harry falling, then went down to look for him as he landed with a thud.

Then he had flashback to after he's picked up by Hydra agents.

"The procedure has already started." Zola said and the Hydra agent amputating his left arm and replacing with the metal arm. "You are to be the new fist of HYDRA." he said to his men. "Put him on ice." he said and Harry being frozen.

Then he came back to the present and knocked over the HYDRA agent fixing his arm and Rollins pointed his gun at him to stop him attacking any further.

As Pierce entered the bank vault Harry was being held in.

"Sir, he's...he's unstable. Erratic." Scientists 1 said and Pierce entered with Brock and some other HYDRA agents and went over to Harry.

"Mission report." Pierce said and Harry; looking blank, didn't respond. "Mission report, now." he said and moved closer to Harry and suddenly struck him hard in the face.

"The man on the bridge..." Harry said and had a flashback to Peter calling him by his name. "Who was he?"

"You met him earlier this week on another assignment."

"I knew him." Harry said and Pierce sat in front of him.

"Your work has been a gift to mankind. You shaped the century, and I need you to do it one more time. Society is at a tipping point between order and chaos. Tomorrow morning we're gonna give it a push. But, if you don't do your part, I can't do mine, and HYDRA can't give the world the freedom it deserves."

"But I knew him." Harry said and Pierce turned to the scientists.

"Prep him."

"He's been out of cryo-freeze too long." Scientist 1 said.

"Then wipe him and start over." Pierce said and the scientists strapped Harry in his chair and then put a teeth shield in his mouth as they started the process of wiping his brain with him screaming in pain.


Back at the secret facility.

"This man declined the Nobel Peace Prize. He said, "Peace wasn't an achievement, it was a responsibility." See, it's stuff like this that gives me trust issues." Fury said looking at a photo of Pierce.

"We have to stop the launch." Cassie said.

"I don't think the Council's accepting my calls anymore." he said and opened a case containing three chips.

"What's that?" Ned asked.

"Once the Helicarriers reach three thousand feet, they'll triangulate with Insight satellites becoming fully weaponized." Hill said.

"We need to breach those carriers and replace their targeting blades with our own." Fury said.

"One or two won't cut it. We need to link all three carriers for this to work, because if even one of those ships remains operational a whole lot of people are gonna die."

"We have to assume everyone aboard those carriers is HYDRA. We need to get pass them, insert the server blades, and maybe, just maybe, we can salvage what's left..."

"We're not salvaging anything. We're not just taking down the carriers, Nick, we're taking down SHIELD." Peter said.

"SHIELD had nothing to do with it."

"You gave me this mission, this is how it ends. SHIELD's been compromised, you said so yourself. HYDRA grew right under your nose and nobody noticed."

"Why do you think we're meeting in this cave? I noticed."

"And how many paid the price before you did?"

"Look, I didn't know about Osborn."

"Even if you have, would you have told me? Or would you have compartmentalized that too? SHIELD, HYDRA, it all goes."

"He's right." Hill said and Fury looked at Cassie then Ned.

"Don't look at me. I do what he does, just slower." Ned said.

"Well... Looks like you're giving the orders now, Spider-Man." Fury said.


Peter stood on a bridge with a flashback to the time he spent with Harry after Harry's father's funeral.

"I'm so sorry, Harry. I know what it's like to lose a father." Peter said.

"I didn't lose him. He was stolen from me. One day Spider-Man will pay. I swear on my father's grave, Spider-Man will pay. Thank God for you, Peter. You're the only family I have." Harry said.


Then his thoughts of Harry were interrupted as Ned joined him on the bridge.

"He's gonna be there, you know?" Ned said.

"I know." Peter said.

"Look, whoever he used to be, the guy he is now, I don't think he's the kind you save. He's the kind you stop."

"I don't know if I can do that."

"Well, he might not give you a choice. He doesn't know you."

"He will. Gear up, it's time." Peter said, turned and started walking off.


At the Triskelion where the Helicarriers were being held.

"We are in final launch sequence." Man on PA said.

"We are go on guidance." SHIELD tech said.

"All personnel to launch station." Woman on PA said.

Then Pierce met the World Security Council as they arrived at the Triskelion.

"And how was your flight?" Pierce asked.

"Lovely. The ride from the airport less so." Councilman Hawley said.

"Sadly, SHIELD can't control everything."

"Including Spider-Man." Councilman Rockwell said as Pierce walked over to one of the guards who handed him a case containing four pins.

"This facility is biometrically controlled, and these will give you unrestricted access." he said and the council members each took a pin to wear.

At the Project Insight headquarters.

"I've been parking there for two months." Com tech 1 said.

"But it's his spot." Com tech 2 said.

"So where's he been?"

"I think Afghanistan."

"Negative, DT-6. The pattern is full." Com tech 1 said into his earpiece. "Well, he could have said something." he said to his colleague and suddenly they hear a sharp noise through their earpiece. "Ow!"

"Must be the dish."

"I'll check it out."

"Triskelion command request we clear the area for launch." Man of PA said.

As the Tech went and opened the door he's faced with Peter, Ned and Hill on the other side of the door, Ned and Hill pointed their guns at him.

"Excuse us." Peter said and the tech held his hands up and stepped aside to let them enter.

"I know the road hasn't exactly been smooth, and some of you would have gladly kicked me out of the car along the way. Finally we're here, and the world should be grateful." Pierce said addressing the World Security Council members.

As they start drinking to his toast suddenly they heard Peter over the SHIELD microphone that everyone in the building could hear.

"Attention, all SHIELD agents. This is Peter Parker. You've heard a lot about me over the last few days, some of you were even ordered to hunt me down. But I think it's time you know the truth. SHIELD is not what we thought it was, it's been taken over by HYDRA. Alexander Pierce is their leader. The STRIKE and Insight crew are HYDRA as well. I don't know how many more, but I know they're in the building. They could be standing right next to you. They almost have what they want: absolute control. They shot Nick Fury and it won't end there. If you launch those Helicarriers today, HYDRA will be able to kill anyone that stands in their way, unless we stop them. I know I'm asking a lot, but the price of freedom is high, it always has been, and it's a price I'm willing to pay. And if I'm the only one, then so be it. But I'm willing to bet I'm not." Peter said as finished his speech.

"Did you write that down first, or was it off the top of your head?" Ned asked Pierce after learning the truth about him.

"You smug son of a bitch." Councilman Rockwell said.

The two HYDRA agents enter the room, thinking they were SHIELD agents.

"Arrest him." Councilman Singh said and the HYDRA agent pointed his gun at Singh.

"I guess I've got the floor." Pierce said.

Brock and his men broke into the control room, where Agent 13 also is, he walked over to one of the techs.

"Preempt the launch sequence. Send those ships up now." he said and the tech hesitated visibly. "Is there a problem?"

"I'm..." the tech said and shook his head nervously.

"Is there a problem?"

"I'm sorry, sir." the tech said and took a few nervous breaths before replying. "I'm not gonna launch those ships. Spider-Man's orders." he said and Brock pointed his gun at the tech's head.

"Move away from your station." he said and Agent 13 walked over to him pointing her gun at him.

"Like he said!" Sharon said and all the SHIELD agents drew their weapons and pointed them at Brock. "Captain's orders."

"You picked the wrong side, Agent."

"Depends on where you're standing." she said and he dropped his gun, but as he did he grabbed his knife and cut Agent 13's arm, leading to the SHIELD agents firing their guns, amidst the bullets.

Then he managed to release the Helicarriers and ran off.

As the bay doors holding the Helicarriers were about to be opened.

"Close the bay door! Close the bay door now! Close the bay door!" SHIELD agent said and the HYDRA agents enter and started shooting and killing the crew and techs; at the headquarters Hill watched on the monitor as the Helicarriers were being initiated.

"They're initiating launch." Hill said.


Spider-Man and Falcon made their way to the Helicarriers.

"Hey, Spider, how do we know the good guys from the bad guys?" Falcon asked.

"If they're shooting at you, they're bad." Spider-Man said and Falcon flew off and Spider-Man headed down, the HYDRA agents starting shooting at them, Falcon flew around avoiding getting shot.

"Hey, Spider-Man, I found those bad guys you were talking about."

"You okay?"

"I'm not dead yet." Falcon said flying off as the HYDRA agents kept shooting at him.

Pierce watched from the window the commotion caused by Spider-Man and Falcon trying to stop the Helicarriers launching, he turned to Singh.

"Let me ask you a question. What if Pakistan marched into Mumbai tomorrow, and you knew that they were gonna drag your daughters into a soccer stadium for execution?" Pierce said and handed Singh a glass of champagne. "And you could just stop it with a flick of the switch. Wouldn't you? Wouldn't you all?"

"Not if it was your switch." Singh said and tossed the glass aside, one of the HYDRA agents handed Pierce his gun and Pierce pointed it at him.

Suddenly Hawley kicked him away, then took down the other HYDRA agents in the room before taking the gun and pointing at Pierce, she then removed her disguise to reveal it's Cassie.

"I'm sorry. Did I step on your moment?" Stinger said.

"Satellites in range at three thousand feet." Charlie weapons tech said referring to the Helicarriers.

"Falcon, status?" Hill asked.

"Engaging." Falcon said and managed to fly down to the Hellicarrier bay taking down the HYDRA jets chasing him. "Alright, Spider-Man, I'm in." he said and another HYDRA jets headed his way and started shooting at him. "Shit!" he said, managed to fly off and avoid getting hit.

Meanwhile Spider-Man was fighting off the HYDRA agents as he tried getting inside the Helicarrier.

"Eight minutes, Spider-Man." Hill said.

"Working on it." Spider-Man said.

"What are you doing?" Councilman Rockwell said to Stinger who was on the computer.

"She's disabling security protocols and dumping all the secrets onto the Internet." Pierce said.

"Including HYDRA's." Stinger said.

"And SHIELD's. If you do this, non of your past is gonna remain hidden." he said and she kept typing into the computer. "Are you sure you're ready for the world to see you as you really are?"

"Are you?"

Control center of Helicarrier Alpha.

"Alpha locked." Spider-Man said.

"Falcon, where are you now?" Hill asked.

"I had to take a detour!" Falcon said flying towards one of the Helicarriers when heat-seeking missiles shot at him by HYDRA, so he flew back towards the Helicarrier and managed to get the missiles that were aimed at him to hit the Helicarrier giving him entrance. "Oh, yeah!" he said and flew into the Helicarrier; to Hill. "I'm in. Bravo locked." he said and flew out of the carrier.

"Two down, one to go."


"All SHIELD pilots, scramble. We're the only air support Parker has got." SHIELD pilot said.

Suddenly the New Goblin appeared and started firing at the SHIELD pilots and agents killing them all after which he got into one of the jets and flew off.

Back inside the building with Stinger, Pierce and the council members.

"Disabling the encryption is an executive order, it takes two Alpha Level members." Pierce said.

"Don't worry, company's coming." Stinger said then a helicopter appeared outside, landed and Fury stepped out to enter the building to Pierce's surprise.

"Did you get my flowers?" he said and Fury looked at him coldly. "I'm glad you're here, Nick."

"Really? Cause I thought you had me killed." Fury said.

"You know how the game works."

"So why make me head of SHIELD?"

"Cause you were the best and the most ruthless person I ever met."

"I did what I did to protect people."

"Our enemies are your enemies, Nick. Disorder, war. It's just a matter of time before a dirty bomb goes off in Moscow, or an EMP fries Chicago. Diplomacy? Holding action, a band-aid. And you know where I learned that; Bogota. You didn't ask, you just did what had to be done. I can bring order to the lives of seven billion people by sacrificing twenty million. It's the next step, Nick, if you have the courage to take it."

"No, I have the courage not to." Fury said and took Pierce to the retinal scanner with Stinger pointing her gun at him.

"Retinal scanner active." SHIELD computer said.

"You don't you think we wiped your clearance from the system?" Pierce said.

"I know you erased my password, probably deleted my retinal scan, but if you want to stay ahead of me, Mr. Secretary..." Fury said and removed his eyepatch to reveal his scarred dead eye. "You need to keep both eyes open." he said and they both looked into the retinal scanner with him using his dead eye.

"Alpha Level confirmed. Encryption code accepted. Safeguards removed." the computer said.

Back with Hill at the headquarters.

"Charlie Carrier's forty-five degrees off the port bow." Hill said and noticed two HYDRA agents making breaking into the headquarters then shot and killed them as they enter. "Six minutes."

Meanwhile Spider-Man was trying to get away from the HYDRA agents shooting at him on the Helicarrier.

"Hey, Ned, I'm gonna need a ride." Spider-Man said.

"Parker! Let me know when you're ready." Falcon said and Spider-Man just managed to jump off the edge as a HYDRA agent shot a missile at him.

"I just did!" Spider-Man said and Falcon flew in just in time to catch Spider-Man then flew them onto the last Helicarrier.

"You know, you're a lot heavier than you look." Falcon said.

"I had a big breakfast."

Suddenly the New Goblin appeared and pushed Spider-Man off the edge.

"Peter!" Falcon said and went to fly off and help Spider-Man but the New Goblin grabbed one of his wings, threw him back and Falcon started shooting at him and as he went to fly off the New Goblin used his weapon to rip off one of Falcon's wings and kicked him off the Helicarrier but Falcon managed to get his parachute out and landed on the roof of the Triskelion. "Spider-Man? Spider-Man, come in. Are you okay?"

Meanwhile Spider-Man was holding onto the side of the Helicarrier.

"Yeah, I'm here! I'm still on the Helicarrier." he said and pulled himself up. "Where are you?" Spider-Man said.

"I'm grounded, the suit's down. Sorry, Spider-Man." Falcon said.

"Don't worry, I got it." Spider-Man said and the New Goblin watched him from above the Helicarrier.

As everyone at the Triskelion rushed around trying to evacuate the building Brock fought and killed some SHIELD agents.

"All SHIELD agents regroup at Rally Point Delta." SHIELD agent said while Brock killed the speaker and another three agents.

"Sir, Council's been breached." HYDRA Dispatch said on the radio.

"Repeat, dispatch." Brock said.

"Stinger's up there."

"Headed up!" Brock said and Hill noticed him on the monitor.

"Falcon?" Hill said.

"Yeah?" Falcon said.

"Rumlow's headed for the Council."

"I'm on it."


Inside the Helicarrier Spider-Man was confronted by the New Goblin.

"People are gonna die, Harry. I can't let that happen." Spider-Man said and the New Goblin stares at him coldly. "Please, don't make me do this."

Seeing the New Goblin wouldn't back down Spider-Man threw some webs at him and they started battling each other, as they fight Spider-Man managed to bring up the targeting blade system, but as the New Goblin attacked him the chip fell from Spider-Man's hand; back at the Council.


"Done." Stinger said and looked at her mobile device. "And it's trending."

Then Pierce set off the pins he gave the council members, causing it to burn deeply into their sternum, Stinger and Fury pointed their guns at him; to Stinger.

"Unless you want two inch hole in your sternum, I'd put that gun down." he said but Stinger didn't back down. "That was armed the moment you pinned it on." he said and Fury and Stinger reluctantly lowered their weapons.


Back at the Helicarrier Spider-Man and the New Goblin were battling it out and the New Goblin stabbed Spider-Man in the shoulder with his knife and then grabbed the fallen chip, but Spider-Man managed to get the knife out, grabbed the New Goblin by the throat and threw him down, armlocks him.

"Drop it! Drop it!" Spider-Man said as the New Goblin kept holding the chip.

Then Spider-Man broke his arm and held onto his throat until he passed out and let go of the chip, then he grabbed the chip and rushed off; back at the Triskelion.


At an office in the SHIELD HQ.

"I'm on forty-one, headed towards the south-west stairwell." Brock said then Falcon attacked him but he managed to knock Falcon down. "This is gonna hurt. There are no prisoners with HYDRA, just order. And order only comes through pain. You ready for yours?"

"Man, shut the hell up." Falcon said and they went to attack each other.


"Lieutenant, how much longer?" Pierce asked.

"Sixty-five seconds to satellite link. Targeting grid engaged. Lowering weapons array now." Charlie said on the radio.

"One minute." Hill said to Spider-Man as she watched from the monitor. "Thirty seconds, Spider-Man!" she said and Spider-Man desperately tried getting back up to the Helicarriers to get to the targeting system when the New Goblin became conscious and shot at him in the left thigh and then the right shoulder, but Spider-Man managed to climb up.

"Stand by." Spider-Man said and got the chip out. "Charlie..." he said but the New Goblin shot him in the stomach and he fell.

On the helicarrier's bridge.

"We've reached three thousand feet. Sat link coming online now." Charlie weapons tech said.

"Deploy algorithm." Charlie XO said.

"Algorithm deployed."

"We are go to targets." Pierce said on the radio.

Then Hill watched as the weapons were being targeted at Washington, the White house, the Pentagon, Stark Tower, aiming to kill over 700,00 people.

"Target saturation reached. All targets assigned." Charlie weapons tech said.

"Fire when ready." Charlie XO said.

"Firing in, three, two, one."

At that moment Spider-Man managed to get up and put the chip in the Helicarrier's targeting blade overriding the system and locking it down.

"Charlie locked." Spider-Man said as they watched the targets go offline.

"Where are the targets? Where are the targets?" Charlie XO tech asked.

"Okay, Spider-Man, get out of there." Hill said then got the Helicarriers weapon targets to open fire upon each other.

"Fire now." Spider-Man said.

"But, Peter..."

"Do it! Do it now!" he said and reluctantly she made the Helicarriers open fire on each other.

Spider-Man was still inside the Helicarrier looked at the New Goblin below him; back at the Triskelion Pierce watched the Helicarriers as they fired at each other.


"What a waste." Pierce said.

"Are you still on the fence about Parker's chances?" Stinger asked.

"Time to go, Councilwoman. This way, come on. You're gonna fly me out of here."

"You know, there was a time I would have taken a bullet for you." Fury said as Pierce started leaving with Stinger.

"You already did. You will again when it's useful." Pierce said.

Then Stinger activated a small disc that emitted an electric shock through her whole body and disabled the pin, giving Fury a chance to shoot Pierce, which he did m twice, then he walked over to Stinger lying unconscious on the floor.

"Lang! Cassie! Cassie, come on!" he said and she opened her eyes.

"Ow. Those really do sting." she said.

As the Helicarriers kept destroying each other Pierce lied on the floor.

"Hail HYDRA." he said with his last dying breath.

Then one Helicarrier crashed into a dam beneath the Triskelion.

As the Helicarrier kept falling with Spider-Man and New Goblin inside, at the Triskelion Falcon and Brock kept to fight each other.


"You're out of your depth, kid." Brock said.

Suddenly the first Helicarrier crashed into the Triskelion, catching him in the destruction.

"Please, tell me you got that chopper in the air!" Falcon said to Stinger in the helicopter as he sprinted away.

"Ned, where are you?" Stinger asked.

"41st floor, north-west corner!"

"We're on it, stay where you are." she said and he desperately tried to get away from the destruction the Helicarrier causing to the building. "Not an option!"

As the building was being destroyed Falcon jumped out of the window as Stinger and Fury flew their chopper barely in time to catch him.

"41st floor! 41st!" Falcon said.

"It's not like they put the floor numbers on the outside of the building!" Fury said.

"Hill, where's Peter? You got a location on Parker?" Stinger asked.


Inside the third Helicarrier Spider-Man helped the New Goblin out from being trapped under some fallen rubble.

"You know me." Spider-Man said and the New Goblin lashed out at him in anger.

"NO, I DON'T!" the New Goblin said.

"Harry, you've known me your whole life." Spider-Man said and the New Goblin hit him but he choose not to fight back. "Your name... is Harry Theopolis Osborn." he said and the New Goblin hit him again.

"SHUT UP!"

"I'm not gonna fight you." Spider-Man said, took off his mask and dropped his arm out of the Helicarrier.

"You're my friend." Spider-Man said but the New Goblin pushed him to the ground.

"You're my mission." the New Goblin said and mercilessly punched him repeatedly across the face "YOU'RE. MY. MISSION!"

"Then finish it..." Spider-Man said but the New Goblin hesitated holding his fist up. "Cause I'm with you... to the end of the line."

The New Goblin looked at him as if he's starting to remember just then the bottom of the Helicarrier fell sending Spider-Man down into the river below as the New Goblin watched from the Helicarrier, then Spider-Man was unconscious and being pulled out of the water and dragged onto the shore by the New Goblin before he turned and walked away.

In a hospital, in a room guarded by two armed agents, Peter was waking up in a bed to hear Marvin Gaye's "Trouble Man" playing with Ned sat next to his bed.

"On your left." Peter said, Ned looked at him and smiled.


Agent 13 practicing shooting at a shooting range wearing a CIA t-shirt; and Hill was at Stark Industries about to undergo a lie detector test; then Senator Stern was getting arrested and a badly burnt Brock being treated by doctors at the hospital; Cassie was being sworn in at a committee hearing.

"Do you solemnly swear to tell the truth the whole truth and nothing but the truth?" Bailiff said.

"I do." Cassie said.

"Why haven't we yet heard from Mr. Parker?" Committee General said.

"I don't know what there is left left for him to say. I think the wreck in the middle of the Potomac made his point fairly eloquently."

"Well, he could explain how this country's expected to maintain its national security now that he and you have laid waste to our intelligence apparatus."

"HYDRA was selling you lies, not intelligence."

"Many of which you seem to have had a personal hand in telling."

"Agent, you should know that there are some on this committee who feel, given your service record, both for this country and against it, that you belong in a penitentiary, not mouthing off on Capitol Hill." Scudder said.

"You're not gonna put me in a prison. You're not gonna put any of us in a prison. You know why?" Cassie said.

"Do enlighten us."

"Because you need us. Yes, the world is a vulnerable place, and yes, we helped make it that way. But we're also the ones best qualified to defend it. So if you want to arrest me, arrest me. You'll know where to find me." she said, got up and walked away while Fury got rid of any trace of his existence, including his passports and eyepatch, burning them and his hiding place.


Fury met Peter and Ned at a cemetery at his own grave.

"So, you've experienced this sort of thing before?" Fury said wearing sunglasses and hoodie.

"You get used to it." Peter said.

Fury's gravestone beard bears the epitaph "The path of the righteous man. Ezekiel 25:17".

"We've been data-mining HYDRA's files. Looks like a lot of rats didn't go down with the ship. I'm headed to Europe tonight, wanted to ask if you'd come."

"There's something I gotta do first."

"How about you, Leeds? Could use a man with your abilities."

"I'm more of a soldier than a spy." Ned said.

"Alright then." Fury said and Ned and Peter shook his hand. "Anybody asks for me, tell them they can find me right here." he said, looked to his gravestone and walked away, just then Cassie joined Peter and Ned.

"You should be honored, that's about as close as he gets to saying thank you." Cassie said.

"Not going with him?" Peter said.

"No."

"Not staying here?"

"I blew all my covers, I gotta go figure out a new one."

"That might take a while."

"I'm counting on it. That thing you asked for, I called in a few favors from Kiev." she said and handed him a file titled file No 17. "Will you do me a favor? Call that nurse."

"She's not a nurse."

"And you're not a SHIELD agent."

"What was her name again?"

"Sharon. She's nice." she said, kissed him on the cheek and turned to walk away. "Be careful, Peter. You might not want to pull on that thread."

As Cassie walked away Peter opened the file, holding about Harry and the information regarding his New Goblin transformation and Ned walked over to Peter.

"You're going after him?" Ned asked.

"You don't have to come with me." Peter said.

"I know. When do we start?"