I know this happened in 91 but for mine it'll be 2007. A few years after Spider-Man started and Harley's mom marries someone in the future so Howard and Maria will be his parents but different names.

2007, a HYDRA base in a snowy landscape. A man enters a bunker and removes a red book marked with a black star.

A technician raised a cylindrical chamber, revealing Harry Osborn, aka the New Goblin.

Harry was secured in a chair, a mechanical device either side of his head causing him to scream in pain.

"Longing. Rusted. Seventeen. Daybreak. Furnace. Nine. Benign. Homecoming. One. Freight car. Good morning, Soldier." Karpov said and Harry hesitated.

"Ready to comply." Harry said.

"I have a mission for you. Sanction and extract. No witnesses."

Later that night a car was driving down a dirt road alone. The New Goblin was waiting at the side of the road with his motorcycle. As the car passed, the New Goblin followed and came alongside the car and disabled it. It slammed into a tree. The New Goblin brought the motorcycle back around and climbed off. Then he walked to the car trunk and ripped it open, revealing a silver case containing several blue packets.

Back at the HYDRA base.

"Well done, Goblin." Karpov said.


At Lagos, present day Wanda added sugar to a cup and stirred it then looked around.

"All right, what do you see?" Spider-Man asked on the radio.

"Standard beat cops. Small station. Quiet street. It's a good target." Wanda said.

"There's an ATM in the south corner, which means . . ."

"Cameras."

"Both cross streets are one way."

"So, compromised escape routes.

"Means our guy doesn't care about being seen, he isn't afraid to make a mess on the way out. You see that Range Rover halfway up the block?"

"Yeah, the red one? It's cute."

Meanwhile Stinger was sitting two tables from Wanda.

"It's also bulletproof, which means private security, which means more guns, which means more headaches for somebody. Probably us." Stinger said on the radio.

"You guys know I can move things with my mind, right?" Wanda asked."Looking over your shoulder needs to become second nature."

"Anybody ever tell you you're a little paranoid?" Falcon asked.

"Not to my face. Why? Did you hear something?"

"Eyes on target, folks. This is the best lead we've had on Rumlow in six months. I don't want to lose him." Spider-Man said.

"If he sees us coming that won't be a problem. He kind of hates us." Falcon said.

A garbage truck was pushing its way through traffic, with no regard to pedestrians or other vehicles.

"Ned, see that garbage truck? Tag it." Spider-Man said.

From the back of Falcon's jet pack, a small drone, launched and flew down to scan the garbage truck.

"Give me X-ray." Falcon said and a weight analysis: Cargo Weight: 13825 kgs. Max capacity read. "That truck's loaded for max weight. And the driver's armed."

"It's a battering ram." Stinger said.

"Go now." Spider-Man said.

"What?" Wanda asked.

"He's not hitting the police."

[INSTITUTE FOR INFECTIOUS DISEASES]

A man was sitting in the guard station. He looked over as the garbage truck was coming towards the gate. The driver jumped out, and the truck slammed into the gateway. Two trucks rushed into the compound through the newly-made entrance.

Soldiers in black armor emerged from the trucks, firing their rifles around the courtyard. Four soldiers fired gas canisters into the building and they entered wearing gas masks.

Then Spider-Man arrived and took out several of the soldiers.

"Body armor, AR-15's. I make seven hostiles." he said.

Then Falcon flew in and up to a rooftop, spinning and using his wings to block gunfire took out two soldiers.

"I make 5." Falcon said.

Then Wanda arrived and flew over the rooftop and into the courtyard, blocking fire with her powers. She took control of one soldier and lifted him upward.

"Ned." she said and he glided down from the rooftop, catching the soldier on one of his wings.

"Four." he said and his drone flew by, scanning the inside of the building. "Rumlow's on the third floor."

"Wanda, just like we practiced." Spider-Man said.

"What about the gas?" Wanda asked.

"Get it out."

Wanda used her powers to lift him up and through the window. He grabbed a soldier and pulled off their gas mask.

Rumlow was inside, punched down the door, knocked aside a technician and entered a room with a container labeled "bio-hazard."

"Pack it up." Brock said.

In another area, Spider-Man was behind a pillar. He threw a web, and it got on the soldier.

Meanwhile, Wanda was using her powers to remove the gas from the building and Falcon was exchanging fire with several soldiers.

Then Brock walked outside onto a balcony and saw Spider-Man's team was here.

"He's here." he said.

Inside the building, Spider-Man saw the vial missing.

"Rumlow has a biological weapon." he said.

Meanwhile Stinger was riding in on a motorcycle.

"I'm on it." she said on the radio and jumped off the motorcycle getting it to skid toward a soldier.

Then she took out soldiers through hand-to-hand combat. Brock came up behind her and grabbed her collar, dragging her onto an armored vehicle but she electrocuted him.

"I don't work like that no more." he said, threw her through the roof hatch into an armored vehicle, dropped in a grenade and shut the hatch. "Fire in the hole."

"No!" Mercenary said and Stinger took out the soldiers inside, then grabbed one to shield herself from the grenade.

The doors blew open and she was thrown out.

Then Spider-Man ran out onto the balcony and saw Brock.

"Ned. He's in an AFV heading north." Spider-Man said.

Inside the AFV, Brock secured the biological weapon and handed it to a soldier.

"Take this to the airstrip. We're not gonna outrun them. Lose the truck." he said and the truck crashed into a nearby structure and he and the soldiers emerge.

"Where are you going to meet us?" Mercenary 1 asked.

"I'm not." Brock said and Falcon landed on the roof of a structure.

Then he scanned the area with his goggles.

"I got four, they're splitting up." he said.

Stinger rode through the crowd, back on her motorcycle, abandoned it again and ran across the hoods of cars, in pursuit.

"I got the two on the left." she said.

Spider-Man was also running across cars and saw a vest in the middle of a crowd.

"They ditched their gear. It's a shell game now. One of them has the payload." he said.

Then someone threw a bomb at him. It stuck on his webshooter and Spider-Man threw it in the air and the bomb detonated safely away from citizens. Then Brock came up behind him and punched him in the back.

"There you are, you son of a bitch. I've been waiting for this!" Brock said.

Meanwhile, Falcon was still chasing the other mercenaries. He flew up and took out his two, then searched their bags for the payload.

"He doesn't have it. I'm empty." he said.

Meanwhile Stinger was chasing the soldiers through the crowd.

"Out of the way!" she said, tackled a soldier and engaged him in combat.

When the other soldier arrived, she hurled a basket at him to distract him and used her skills to fight them ending up face-to-face with one soldier. They pointed their guns at each other. A moment passed . Then, the other soldier produced the vial.

"Drop it. Or I'll drop this. Drop it!" Mercenary 1 said.

"He'll do it!" Mercenary 2 said.

Then Redwing descended and fired at the soldier with the vial. He dropped, and in the moment of distraction, Stinger fired at the other soldier, then caught the falling vial.

"Payload secure. Thanks, Ned." she said.

"Don't thank me." Falcon said.

"I'm… not thanking that thing."

"His name is Redwing."

"I'm still not thanking it."

"He's cute. Go ahead, pet him."

Meanwhile Spider-Man and Brock were still fighting, neither one seeming to have the upper hand.

"Come on!" Brock said, pinned Spider-Man to a building and extended a blade from one of his gauntlets. "This is for dropping a building on my face."

Spider-Man grabbed his arm and pulled the gauntlet off, only for Brock to reveal another knife. But Spider-Man best him. Defeated, on his knees, Brock removed his mask, revealing a scarred face.

"I think I look pretty good, all things considered." he said.

"Who's your buyer?" Spider-Man asked.

"You know, he knew you. You pal, your buddy, your Harry."

"What did you say?"

"He remembered you. I was there. He got all weepy about it. Till they put his brain back in a blender. He wanted you to know something. He said to me, "Please tell Parker. When you gotta go, you gotta go." And you're coming with me." Brock said, activated his bomb vest and Spider-Man flinched as Brock's armor ignited, but Wanda kept the blast contained around him who grimaced in agony.

She lifted him into the air before she lost control, and the explosion finally blossomed, devastating entire floors of a nearby office building. She saw what happened and was scarred by it.

"Oh my . . ." Spider-Man said and stared up. "Ned . . . We need . . . Fire and Rescue . . . on the south side of the building. We gotta get up there."

Soft piano was playing and Harley's mother, Lily, sat at a piano and a young Harley was on the couch.

"Try to remember the kind of September. When grass was green . . ." Lily said and stopped singing as Michele walked in, but kept playing. "Wake up, dear, and say goodbye to your father."

"Who's the homeless person on the couch?" Michele asked and Harley, wearing a Santa hat, staggered to his feet and chuckled.

"This is why I love Christmas . . . right before you leave town." young Harley said.

"Be nice, dear, he's been studying abroad." Lily said.

"Really, which broad? What's her name?" Michele asked.

"Candice." young Harley said and Michele pulled off his hat.

"Do me a favor? Try not to burn the house down before Monday."

"Okay, so it's Monday. That is good to know. I will plan my toga party accordingly. Where you going?"

"Your father's flying us to the Bahamas for a little getaway." Lily said.

"We might have to make a quick stop." Michele said.

"At the Pentagon. Right? Don't worry, you're gonna love the holiday menu at the commissary." young Harley said and Maria stopped playing the piano.

"You know, they say sarcasm is a metric for potential. If that's true, you'll be a great man some day. I'll get the bags." Michele said, walked out of the room, and Maria stood up.

"He does miss you when you are not here. And frankly, you're going to miss us. Because this is the last time we're all going to be together. You know what's about to happen. Say something. If you don't, you'll regret it." she said and Howard walked back in.

"I love you, Dad. And I know you did the best you could."

Lily leaned in to kiss Harley on the cheek, and when she leaned back, an older Harley was standing in the room. Howard and Maria walk out, leaving the two Harleys.

"That's how I wished it happened. Binarily Augmented Retro-Framing, or BARF. God, I gotta work on that acronym. An extremely costly method of hijacking the hippocampus to . . . clear traumatic memories. Huh." Tony said, blew on a candle and everything around him shimmered, then started to dissolve. "It doesn't change the fact that they never made it to the airport . . . or all the things I did to avoid processing my grief, but . . . he said and took off his glasses. "Plus, 611 million dollars for my little therapeutic experiment? No one in the right mind would've ever funded it." he said standing on a stage in front of a large crowd.

There was a sign reads MIT Alumni Honors: Tony Stark.

"Help me out, what's the MIT mission statement? "To generate, disseminate . . . and preserve knowledge. And work with others . . . to bring it to bear on the world's great challenges." Well, you are the others. And, quiet as it's kept . . . the challenges facing you are the greatest mankind's ever known. Plus, most of you are broke." he said and the crowd chuckled. "Oh, I'm sorry. Rather, you were. As of this moment . . . every student has been made an equal recipient of the Inaugural September Foundation Grant. As in . . . all of your projects have just been approved and funded." he said and the crowd broke out in applause and cheering. "No strings, no taxes… just re-frame the future! Starting now."

The teleprompter above the audience read. 'Now I would like to introduce the head of the foundation: Sarah Snow.' and Harley stared at it sadly.

"Go break some eggs." he said and left the stage.

"Wow. Wow. That uh . . . that took my breathe away. Oh, Harley! So generous. So much money! Wow! Out of curiosity . . . will any portion of that grant be made available to faculty? I know, "Ooh, gross," but hear me out. I have got this killer idea for a self-cooking hot dog. Basically, chemical detonator embedded . . ." an MIT teacher said but Harley wasn't listening.

"Restroom's this way, yeah?" he said.

"Yeah. Embedded in the meat shaft."

"Mr. Keener, I am so sorry about the teleprompter. I didn't know Miss Snow had cancelled. They didn't have time to fix it." Harley's assistant said.

"It's . . . fine. I'll be right back." Harley said.

"We'll catch up later." the MIT teacher said and he stepped into a quiet corridor.

He loitered by the men's room, then glanced back at the stage door before walking towards the elevator. A woman in sober clothes was also waiting. Harley stopped and turned his back to the wall.

"That was nice, what you did for those young people." Spencer said.

"Ah, they deserve it. Plus, it helps ease my conscience." he said.

"They say there's a correlation between generosity and guilt. But if you've got the money . . . break as many eggs as you like. Right?"

He narrowed his eyes and half smiled, then turned to face the elevator looking surprised to find the button unlit and pushed it himself.

"Are you going up?" he asked.

"I'm right where I want to be." she said and dug in her handbag then Harley grabbed her wrist and realized what he's done.

"Okay, okay. Hey! Sorry, it's an occupational hazard."

"I work for the State Department. Human Resources. I know it's boring . . . but it enabled me to raise a son. I'm very proud of what he grew up to be." she said and shoved a photo at him. "His name was Charlie Spencer. You murdered him. In Sokovia. Not that it matters in the least to you. You think you fight for us. You just fight for yourself." she said and he shook his head. "Who's going to avenge my son, Keener? He's dead . . . and I blame you." she said, turned and walked away, leaving him standing by the elevator with a grim frown.


At the Avengers Compound Steve caught Wanda watching a news report on the Lagos attack and how they blame her for it.

"11 Wakandans were among those killed during a confrontation between the Avengers and a group of mercenaries in Lagos, Nigeria, last month. The traditionally reclusive Wakandans were on an outreach mission in Lagos when the attack occurred." News anchor 1 said.

"Our people's blood is spilled on foreign soil. Not only because of the actions of criminals, but by the indifference of those pledged to stop them. Victory at the expense of the innocent, is no victory at all." King T'Chaka said.

"The Wakanda king went on to . . ."

Then Peter, who was watching the news, turned his computer off, but sound drifts toward him from another room.

"They are operating outside and above the international law. Because that's the reality, if we don't respond to acts like these." News anchor 2 said while Wanda sat on her bed, watching the news on her TV. "What legal authority does an enhanced individual like Wanda Maximoff have to operate in Nigeri -"

Then the TV turned off and Steve set the remote down and leaned on the door frame.

"It's my fault." Wanda said.

"That's not true." Peter said.

"Turn the TV back on. They're being very specific."

"I should've clocked that bomb vest long before you had to deal with it." he said and walked over. "Rumlow said "Harry" and . . . all of a sudden I was a 16-year-old kid again, in Queens." he said and sat beside her. "And people died. It's on me."

"It's on both of us."

"This job . . . we try to save as many people as we can. Sometimes that doesn't mean everybody. But if we can't find a way to live with that, next time . . . maybe nobody gets saved."

Then Vision materialized through the wall and Wanda started.

Vision interrupted them by walking through the wall into Wanda's room.

"Vis! We talked about this." Wanda said.

"Yes, but the door was open so I assumed that . . ." Vision said, gestured at the door and stopped. "Mr. Parker wished to know when Mr. Keener was arriving."

"Thank you. We'll be right down." Peter said.

"I'll . . . use the door. Oh, and apparently, he's brought a guest."

"We know who it is?"

"The Secretary of State."


The Secretary of State, Thaddeus Ross, was standing at the head of a table and Rhodey, Cassie, Peter, Harley, Ned, Vision, and Wanda were gathered around.

The Secretary of State Thaddeus Ross had summoned the Avengers to a meeting.

"Five years ago, I had a heart attack. I dropped right in the middle of my back-swing. Turned out it was the best round of my life, because after 13 hours of surgery and a triple bypass . . . I found something 40 years in the Army had never taught me: Perspective. The world owes the Avengers an un-payable debt. You have fought for us, protected us, risked your lives . . . but while a great many people see you as heroes, there are some . . . who would prefer the word "vigilantes"." Ross said.

"And what word would you use, Mr. Secretary?" Cassie asked.

"How about "dangerous"? What would you call a group of US-based, enhanced individuals who routinely ignore sovereign borders and inflict their will wherever they choose and who, frankly, seem unconcerned about what they leave behind?" he said, activated a screen behind him and news footage from past Avengers and SHIELD matters flash on the screen as he speaks. "New York."

A Chitauri leviathan. Terrified citizens. A soldier firing a gun. The Hulk smashed into a building and sent a dust cloud to engulf the camera.

Rhodey looked regretful and glanced behind him at Cassie.

"Washington DC." Ross said and the showed three Insight helicarriers, firing on each other.

The destroyed Triskelion. A helicarrier crashing into the Potomac and throwing up a massive wave, engulfing citizens and the camera.

Ned looked down.

"Sokovia." Ross said.

Terrified citizens, running. The city rising. A building falling over.

Wanda stared at the screen, as did Harley.

"Lagos." Ross said.

The burning building. Paramedics moving a body. A dead girl.

Wanda was particularly affected by the footage from Lagos and Peter saw this and intervenes.

"Okay. That's enough." he said and Ross nodded to an aide and the images disappear.

"For the past four years, you've operated with unlimited power and no supervision. That's an arrangement the governments of the world can no longer tolerate. But I think we have a solution." Ross said and put a thick document on the desk and passed it to Wanda.

An aide handed him a thick book, which Ross slid across the table to Wanda. She picked it up, then slid it to Rhodey.

"The Sokovia Accords. Approved by 117 countries . . . it states that the Avengers shall no longer be a private organization. Instead, they'll operate under the supervision of a United Nations panel, only when and if that panel deems it necessary." Ross said.

"The Avengers were formed to make the world a safer place. I feel we've done that." Steve said.

"Tell me, Parker, do you know where Jane and Walters are right now?" Ross asked and Peter looked up and met his eyes. "If I misplaced a couple of 30 megaton nukes . . . you can bet there'd be consequences. Compromise. Reassurance. That's how the world works. Believe me, this is the middle ground."

"So, there are contingencies." Rhodey said.

"Three days from now, the UN meets in Vienna to ratify the Accords." Ross said and Peter glanced at Harley. "Talk it over."

"And if we come to a decision you don't like?" Cassie asked.

"Then you retire." he said and she stifled a smile.


In Cleveland Vasily Karpov sat, eating at the table in a cluttered house then heard the sound of something crashing outside and peered through drawn blinds. Outside, Helmut stood by his car, the front end crumpled against Karpov's car.

"Hello? Is this your car out front?" Helmut said and came to the door. "I jumped the curb." he said and Karpov eyed his gun nearby. "Maybe we could take care of it ourselves. If you wanna call the cops, tha-that's okay too, I guess."

"No. No cops." Karpov said.

"Thank you."Helmut said si Karpov slid a heavy duty lock and opened the door and Helmut punched him.

Helmut was using a sledgehammer to smash a hole in the wall. He retrieved a large box from inside the hole and tipped the contents onto a table. Karpov was hanging upside down, tied to pipes in his basement. There were various documents and the red book with the star on the cover. He held the red book for a moment then opened a file and inside was a photo of Karpov in his military uniform and beret.

"You have kept your looks, Colonel. Congratulations." Helmut said and Karpov's head was in a sink, filling with water. ""Mission report: December 16, 2007.""

"Who are you?" Karpov asked.

"My name is Zemo. I will repeat my question. Mission report. December 16, 2007."

"How did you find me?"

"When SHIELD fell, Stinger released HYDRA files to the public. Millions of pages much of it encrypted, not easy to decipher. But . . . I have experience. And patience. A man can do anything if he has those."

"What do you want?"

"Mission report. December 16. 2007."

"Go . . . to . . . hell."

Then Helmut went to lean on the sink as water kept flowing into it. He turned off the tap and studied Karpov's upside down face.

"HYDRA deserves its place on the ash heap. So your death would not bother me. But I'd have to use this book . . . and other bloodier methods to find what I need. I don't look forward to that. You'd only be dying for . . . your pride." he said and stared at Karpov then nodded resignedly.

He turned the tap back on and the water was up to Karpov's eyes. Helmut watched the water level rise.

"Hail HYDRA." Karpov said and Helmut walked away holding the red book.

Karpov twitched and struggled in his bindings.


The Avengers were gathered at HQ. Peter was sitting, studying the Accords, while Rhodey and Ned argued behind him.

"Secretary Ross has a Congressional Medal of Honor, which is one more than you have." Rhodey said.

"So let's say we agree to this thing. How long is it gonna be before they LoJack us like a bunch of common criminals?" Ned said.

"A 117 countries want to sign this. 117, Ned, and you're just like, "No, that's cool. We got it. ""

"How long are you going to play both sides?"

"I have an equation." Vision said.

"Oh, this will clear it up."

"In the eight years since Mr. Keener announced himself as Iron Man, the number of known enhanced persons has grown exponentially. And during the same period, the number of potentially world-ending events has risen at a commensurate rate."

"Are you saying it's our fault?" Peter asked.

"I'm saying there may be a causality. Our very strength invites challenge. Challenge incites conflict. And conflict . . . breeds catastrophe. Oversight . . . oversight is not an idea that can be dismissed out of hand."

"Boom." Rhodey said.

Meanwhile Harley was lying on the couch.

"Harley. You are being uncharacteristically non-hyper-verbal." Cassie said and he looked at her.

"It's because he's already made up his mind." Peter said.

"Boy, you know me so well." Tony said, got up and winced, rubbing the back of his head. "Actually, I'm nursing an electromagnetic headache." he said, walked to the kitchen and grabbed a mug. "That's what's going on, Pete. It's just pain. It's discomfort. Who's putting coffee grounds in the disposal? Am I running a bed and breakfast for a biker gang?" he asked put his phone in a basket and tapped it.

The phone projected an image of a smiling young man and he looked down, then back up, and pretended to notice the picture for the first time.

"Oh, that's Charles Spencer, by the way. He's a great kid. Computer engineering degree, 3.6 GPA. Had a floor level gig at Intel planned for the fall. But first, he wanted to put a few miles on his soul, before he parked it behind a desk. See the world. Maybe be of service. Charlie didn't want to go to Vegas or Fort Lauderdale, which is what I would do. He didn't go to Paris or Amsterdam, which sounds fun. He decided to spend his summer building sustainable housing for the poor. Guess where, Sokovia." he said and the others looked affected by this. "He wanted to make a difference, I suppose. I mean, we won't know because we dropped a building on him while we were kicking ass." he said and took a pill with some coffee, then faced the others. "There's no decision-making process here. We need to be put in check! Whatever form that takes, I'm game. If we can't accept limitations, if we're boundary-less, we're no better than the bad guys."

"Harley, someone dies on your watch, you don't give up."

"Who said we're giving up?"

"We are if we're not taking responsibility for our actions. This document just shifts the blames."

"I'm sorry. Peter. That - that is dangerously arrogant. This is the United Nations we're talking about. It's not the World Security Council, it's not SHIELD, it's not HYDRA." Rhodey said.

"No, but it's run by people with agendas, and agendas change." Peter said.

"That's good. That's why I'm here. When I realized what my weapons were capable of in the wrong hands, I shut it down and stop manufacturing." Harley said.

"Harley, you chose to do that. If we sign this, we surrender our right to choose. What if this panel sends us somewhere we don't think we should go? What if there is somewhere we need to go, and they don't let us? We may not be perfect, but the safest hands are still our own."

"If we don't do this now, it's gonna be done to us later. That's the fact. That won't be pretty."

"You're saying they'll come for me." Wanda said.

"We would protect you." Vision said.

"Maybe Harley's right." Cassie said and Harley looked at her, surprised. "If we have one hand on the wheel, we can still steer. If we take it off -"

"Aren't you the same woman who told the government to kiss her ass a few years ago?" Ned asked.

"I'm just . . . I'm reading the terrain. We have made . . . some very public mistakes. We need to win their trust back."

"Focus up. I'm sorry, did I just mishear you or did you agree with me?" Harley said.

"Oh, I want to take it back now."

"No, no, no. You can't retract it. Thank you. Unprecedented. Okay, case closed- I win."

Then Peter's phone buzzed and he pulled it out to check it.

'She's gone. In her sleep.'

"I have to go." he said, got up sharply, dropped the Accords on the coffee table, and went downstairs.

He stopped at the bottom of the stairs, leaned against the banister and bowed his head.


In London a cathedral, packed with mourners. A choir was singing. Peter was one of six pallbearers carrying a coffin draped with the Union Jack. His eyes were red.

At the altar, a candle burns by a framed photograph of May in a nurse uniform. The label read "May Parker". The priest addressed the mourners.

"And now, I would like to invite Sharon Carter to come up and say a few words." the priest said.

Then Agent 13, Peter's "neighbor" from DC, stepped up to the podium.

Peter sat beside Sam in a pew at the front looking down and didn't see Sharon walk up. Sam was watching, and nudged him. He looked up to see Sharon, who glanced at him and took a breath.

"May Parker was known to most as a founder of SHIELD . . . but I just knew her as Aunt May." she said and he realized who exactly Sharon is and took a surprised breath. "She had a photograph in her office. Aunt May standing next to JFK. As a kid, that was pretty cool. But it was a lot to live up to. Which is why I never told anyone we were related." she said and looked directly at him. "I asked her once how she managed to master diplomacy and espionage in a time when no one wanted to see a woman succeed at either. And she said, compromise where you can. But where you can't, don't. Even if everyone is telling you that something wrong is something right. Even if the whole world is telling you to move . . . it is your duty to plant yourself like a tree, look them in they eye and say " No, you move.""


Later, Peter stood alone in the isle, still dressed in black. Cassie to him and he turned to her.

"When I came out of the ice, I thought everyone I had known was gone. Then I found out that she was alive. I was just lucky to have her." Peter said.

"She had you back, too." Natasha said.

"Who else signed?"

"Harley. Rhodey. Vision."

"Kate?"

"Says she's retired." she said and smiled slightly.

"Wanda?"

"TBD. I'm off to Vienna for the signing of the Accords. There's plenty of room on the jet." she said and he sighed and bowed his head. "Just because it's the path of least resistance doesn't mean it's the wrong path. Staying together is more important than how we stay together." she said and almost seemed to be convincing herself.

"What are we giving up to do it?" he asked and she sighed and he shook his head, unconvinced. "I'm sorry, Cas. I can't sign it."

"I know."

"Then what are you doing here?"

"I didn't want you to be alone." she said and pulled him in for a hug. "Come here."


At Vienna the United Nations, a modern complex of interestingly-shaped high rise buildings.

"At a special United Nations conference 117 countries have come together to ratify the Sokovia Accords." news anchor #3 said.

T'Challa wore a sharp suit and stood, looking through a glass wall.

"Excuse me, Miss Lang?" UN staffer asked.

"Yes?" Cassie asked.

"These need your signature." UN staffer said and T'Challa looked over at her. "Thank you."

"Thanks."

"I suppose neither of us is used to the spotlight." T'Challa said.

"Oh, well, it's not always so flattering."

"You seem to be doing alright so far. Considering your last trip to Capitol Hill . . . I wouldn't think you would be particularly comfortable in this company."

"Well, I'm not."

"That alone makes me glad you're here, Miss Lang."

"Why? You don't approve of all this?"

"The Accords, yes. The politics, not really. Two people in a room can get more done than a hundred."

"Unless you need to move a piano." T'Chaka said.

"Father."

"Son. Miss Lang."

"King T'Chaka. Please, allow me to apologize for what happened in Nigeria." Cassie said.

"Thank you. Thank you for agreeing to all this. I'm sad to hear that Mr. Parker will not be joining us today."

"Yes, so am I."

"If everyone could please be seated. This assembly is now in session." man on speakers said.

"That is the future calling. Such a pleasure." T'Challa said.

"Thank you." Cassie said and went.

"For a man who disapproves of diplomacy, you're getting quite good at it." T'Chaka said.

"I'm happy, Father." T'Challa said.

"Thank you."

"Thank you."

"When stolen Wakandan vibranium was used to make a terrible weapon, we in Wakanda were forced to question our legacy. Those men and women killed in Nigeria, were part of a goodwill mission from a country too long in the shadows. We will not, however, let misfortune drive us back. We will fight to improve the world we wish to join. I am grateful to the Avengers for supporting this initiative." T'Chaka said. "Wakanda is proud to extend its hand in peace." he said and T'Challa saw something outside.

"EVERYBODY GET DOWN!" he said and an enormous explosion went off between two buildings destroying the conference hall.

T'Challa found T'Chaka lying on the floor with his eyes closed. He grabbed his wrist and felt for a pulse, but T'Chaka lied still. Devastated T'Challa lied across him, lifted him up and rocked him in his arms.


At a hotel.

"My mom tried to talk me out of enlisting, but, um, not Aunt May. She bought me my first thigh holster." Sharon said.

"Very practical." Peter said.

'Why didn't they tell me I had a cousin?' he thought.

"And stylish." she said and they waited by an elevator standing and facing each other.

"CIA has you stationed over here now?"

"In Berlin, Joint Terrorism Task Force."

"Right. Right. Sounds fun."

"I know, right?"

He nodded and smiled at her.

"I've been meaning to ask you. When you were spying on me from across the hall . . . ." he said.

"You mean when I was doing my job." she said. "And I call her aunt May because she was close friends with my mom. So don't worry, we're not cousins." she said and he sighed in relief.

"Did May know?"

"She kept so many secrets. I didn't want her to have one from you." she said and the elevator arrived. "Thanks for walking me back."

"Sure." he said and Ned came over.

"Peter. There's something you gotta see." Ned said.

"A bomb hidden in a news van . . ." News anchor 4 said.

"Who's coordinating?" Sharon asked.

". . . ripped through the UN building in Vienna."

"Good. They're solid. Forensics?"

"More than 70 people have been injured. At least 12 are dead, including Wakanda's King T'Chaka. Officials have released a video of a suspect who they have identified as Harold Theopolis Osborn, the New Goblin. The infamous HYDRA agent, linked to numerous acts of terrorism and political assassinations."

"I have to go to work."


Fire crews hose down the buildings. A red and white medical chopper flew overhead.

"Call MI-6, see if we can get Micro Forensics to hurry this up. We need the whole team here in two hours or it's not worth it." Sharon said and stride through with a man in a green jumpsuit.

They passed T'Challa sitting on a bench looking stunned. There's a cut on his head. Cassie saw on the next bench along.

"I'm very sorry." Cassie said and T'Challa glanced at her holding an ornate silver ring which he toys with between his fingers.

"In my culture death is not the end. It's more of a . . . stepping-off point. You reach out with both hands and Bast and Sekhmet, they lead you into the green veldt where . . . you can run forever." he said.

"That sounds very peaceful."

"My father thought so." he said and puts the ring on his finger. "I am not my father."

"T'Challa. Task force will decide who brings in Osborn."

He clenched his fist.

"Don't bother, Miss Lang. I'll kill him myself." he said and walked away.

Then Peter phoned Cassie. He was standing on the street in a cap and dark glasses.

"Yeah?" Cassie said.

"You alright?" Peter asked.

"Ah, yeah, thanks. I got lucky." she said frowning and looked around, then stood up. "I know how much Osborn means to you. I really do. Stay home. You'll only make this worse. For all of us. Please."

"Are you saying you'll arrest me?"

"No. Someone will. If you interfere. That's how it works now."

"If he's this far gone, Cas, I should be the one to bring him in."

"Why?"

"Because I'm the one least likely to die trying." he said and not far away ended the call.

"Shit."

Meanwhile Peter approached Ned sitting at the counter of a coffee shop.

"She tell you to stay out of it?" Ned asked in a cap and shades. "Might have a point."

"He'd do it for me." Peter said.

"2005, maybe. I just want to make sure we considered all our options. The people that shoot at you usually wind up shooting at me." Ned said and Sharon arrived by Peter.

"Tips have been pouring in since that footage went public. Everybody thinks the New Goblin goes to their gym. Most of it's noise. Except for this." she said and slid Peter a file. "My boss expects a briefing, pretty much now . . . so that's all the head start you're gonna get."

"Thank you." Peter said.

"And you're gonna have to hurry. We have orders to shoot on sight."


Helmut sat in a hotel room and read from Karpov's red book.

"Homecoming. One. One. Fright Car." Helmut said and heard a knocking at the door.

He put the book in a drawer and went to the door. He reached for a gun tucked in the back of his trouser and cocks it.

"Mr. Müller. I have your breakfast." a German innkeeper said and Helmut opened the door.

"I could smell it before I opened the door. Thank you."

"Side of bacon and black coffee. Again. I can make you something different, if you like."

"It's okay. This is wonderful."

"I'll put this on your . . ."

"No, no. It's okay. I can manage. Thank you Mrs. Leiber." Helmut said and closed the door.

In the room was a large device with a cage at the bottom and a drum of coppered wire on top.


At Bucharest Harry was in civvies at a fruit store buying some plums.

"How are they? Are they good? Give me six, thank you." Harry said to the vendor in Romanian.

In a black cap and casual jacket Harry walked along scanning around. Across the street he saw a twenty-something vender at a news-stand watching him. Harry glanced away, then looked back at the vender who's still watching him. The vender ran from his kiosk and Harry went over and picked up a paper. On the front page there was surveillance-photos of a man and the head line: 'New Goblin cautat pentru Bombardmentul din Viena'. Harry glanced around tensely.

In his red and blue suit with his webshooter on his wrist Spider-Man was in a small apartment looking around found a notebook on top of the fridge. He picked it up and opened it. There were tabs of varying colors sticking out from amongst the pages.

"Heads up, Pete. German Special Forces, approaching from the south." Falcon said on the radio.

"Understood." Spider-Man said then saw Harry standing behind him and slowly turned around to face him. "Do you know me?"

"You're Peter. I read about you in a museum." the New Goblin said.

"They've set the perimeter." Falcon said.

"I know you're nervous. And you have plenty of reason to be. But you're lying." Spider-Man said.

"I wasn't in Vienna. I don't do that anymore." the New Goblin said.

"They're entering the building." Falcon said.

"Well, the people who think you did are coming here now. And they're not planning on taking you alive." Spider-Man said.

"That's smart. Good strategy." the New Goblin said.

They're on the roof. I'm compromised." Falcon said and armed cops ran upstairs.

"This doesn't have end in a fight, Harry." Spider-Man said.

Outside the door a cop readied a battering ram.

"It always ends in a fight." the New Goblin said.

"5 seconds." Falcon said.

"You pulled me from the river. Why?" Spider-Man said.

"I don't know." the New Goblin said.

"3 seconds!" Falcon said.

"Yes, you do." Spider-Man said.

"Breach! Breach! Breach!" Falcon said and a grenade crashed through the window.

The New Goblin kicked it to Spider-Man, and he smothered it with his shield.

"Shoot the door!" GSG-9 Soldier said and the cop slammed the battering ram against the door.

The New Goblin shield himself with the mattress against an attack from the window. He blocked the door with a table as cops swung in on cables. Spider-Man pulled the rug from under a policeman, sending him flying and the New Goblin slammed another policeman into the wall.

"Harry, stop! You're gonna kill someone." Spider-Man said.

"I'm not gonna kill anyone." the New Goblin said and slammed him down and punched a hole in the floor.

He grab beda backpack from under the floorboards and threw it out of the window. Then they got behind Spider-Man's web to avoid gunfire and the New Goblin shoved him and he knocked a cop over. He held up his metal hand and repelled bullets, then slammed a cop into shelves. Then he picked up a large cement brick and slammed it into a cop. Spider-Man fought a cop on the balcony. A cop shot around the door outside. The New Goblin punched through the wall beside he door and laid into the cops. A cop descended through a sky-light on a zip wire. The New Goblin grabbed the cop's gun and slammed him into the wall. Then he bashed a couple of cops with the battering ram. More of the police team hurry up the stairwell. the New Goblin jumped on the zip-line-guy and swung down a level.

"Suspect has broken containment! He's headed down the east stairwell!" GSG-9 Soldier said.

Spider-Man grabbed the radio and crushed it then jumped down a level as the New Goblin kept punching the cops. Then he tossed one of them over the railing and Spider-Man caught him, stopping the cop from falling. He looked at the New Goblin wearily.

"Come on, man." Spider-Man said and threw the cop up onto the landing.

The New Goblin broke a banister and swung down on it. Spider-Man hurled a cop over his shoulders. The New Goblin laid into jet more cops and took them out. A cop aimed at him and Spider-Man knocked the gun from his hands with his shield which stuck in the wall. Then the New Goblin leapt down the stairwell and caught onto a railing and Spider-Man pulled his shield out of the wall. The New Goblin climbed up then ran along a corridor and leapt off a balcony. He tumbled onto the lower roof of the neighboring building where he found where his backpack, picked it up and ran.

Then Black Panther slammed into him from behind, knocking him down. Then Black Panther extended his fingers and sharp claws popped out and he attacks the New Goblin with sweeping kicks and slashes. The New Goblin fought back but was kicked into a wall. Black Panther swiped his claws and spun gracefully. The New Goblin narrowly avoided being slashed and held up a metal bar to protect himself.

Meanwhile Spider-Man looked down at them as Falcon swooped from the sky.

"Ned, southwest rooftop." Spider-Man said.

"Who the hell's the other guy?" Falcon asked.

"About to find out." Spider-Man said and leapt from the balcony down onto the neighboring building as a chopper flew up.

Black Panther lunged at the New Goblin with his claws, but the New Goblin grabbed his wrists. A soldier fired a machine gun from the chopper. The ammo bounced off Black Panther's armored suit.

"Ned." Spider-Man said.

"Got him." Falcon said, flew down and shoved the chopper off course.

Then he swooped towards street level.

The New Goblin broke free from his attacker, slung his bag on his back, ran and jumped down a level. Black Panther slides down the wall using his claws for traction. Back landed at street level and the chase continued. Spider-Man followed and landed rolling along the ground. Gunfire from the chopper tore up the sidewalk. The New Goblin jumped down through an opening and landed in an underpass, he ran through the traffic and Black Panther and Spider-Man dropped down and chased after him. Then a Special Forces Vehicle pursued them.

"Stand down! Stand down!" GSG-9 Driver said and the vehicle closed in, blue lights flashing.

Spider-Man leapt onto the vehicle and splintered the windshield. The driver stopped, Spider-Man yanked him from the vehicle and kicked the windshield out, then drove off.

The New Goblin ran over the top of a speeding car, outpacing it. Black Panther was a few cars behind, keeping pace with him. He leapt on the back of the 4x4 that Spider-Man's driving. Spider-Man swerved from side to side, trying to throw him off.

"Ned, I can't shake this guy." Spider-Man said.

"Right behind you." Falcon said.

Several police cars join the chase. Spider-Man side-swiped another car and drove on.

Up ahead the New Goblin reached a fork in the road and faced oncoming traffic. He leapt over a barrier. Spider-Man drove through the barrier.

A motorbike sped towards the New Goblin and the New Goblin grabbed the handlebar and spun the bike around in mid air, throwing the rider off. Then he got on the bike and rode away sending cars careering out of the way. Spider-Man kept on the New Goblin's tail with Black Panther holding onto the back of the 4x4. They all rocket through another underpass. Falcon flew into the underpass. Black Panther leapt off the front of the 4x4 onto the New Goblin's motorbike. The New Goblin flung him over his head and the bike leaned down on its side. He kicked his assailant away, straightens up and rode on. Black Panther caught a ride on Falcon's leg and Falcon tried to kick him away. The New Goblin threw a sticky bomb and blew up the roof at the end of the underpass, bringing down tons of rubble. Black Panther leapt off from Falcon and threw the New Goblin off the motorbike. Spider-Man swerved the 4x4 through the rubble, leapt out and pulled Black Panther away from the New Goblin. Spider-Man stands, facing sleek and muscular Black Panther. Armed police arrive and surround them, guns aimed. War Machine leapt down from above and raised both hands.

"Stand down, now." War Machine said and the New Goblin stands beside Spider-Man who put his webshooter on his back. "Congratulations, Pete. You're a criminal." he said and police moved in and force the New Goblin to his knees.

Black Panther raise dhis hands. A cop moves Spider-Man's arms behind his back. Black Panther retracted his claws and pulled off his mask revealing his face. It's T'Challa. Spider-Man and Rhodes looked curious.

"What's the order?" GSG-9 Soldier asked.

"Your highness." War Machine said and the New Goblin's hauled flat on the ground.


At Avengers HQ Vision followed a recipe.

"A pinch of paprika.' A pinch." he said and added a pinch then Wanda strolled in.

"Is that paprikash?" Wanda asked.

"I thought it might . . . lift your spirits."

She chuckled and stirred the ingredients in the pan with a spoon. Then she lifted the spoon to her lips, blew, had a taste and smiled.

"Spirits lifted." she said.

"In my defense, I haven't actually ever . . . eaten anything before, so . . ."

"May I?"

"Please. Wanda?"

"Hmm."

"No one dislikes you, Wanda." he said and she frowned curiously.

"Thanks."

"Oh, you're welcome. No, it's a . . . involuntary response in their amygdala. They can't help but be afraid of you."

"Are you?"

"My amygdala is synthetic, so . . ." he said and she laughed.

"I used to think of myself one way. But after this . . ." she said and her fingers glow. "I am something else. I'm still me, I think, but . . . that's not what everyone else sees." she said and he touched the mind stone in his forehead.

"Do you know, I don't know what this is?" he asked and it glowed. "Not really. I know it's not of this world, that it powered Loki's staff, gave you your abilities, but . . . its true nature is a mystery. And yet, it is part of me."

"Are you afraid of it?"

"I wish to understand it. The more I do, the less it controls me. One day . . . who knows? I may even control it." he said and she looked at the food.

"I don't know what's in this but it is not paprika. I'm gonna go to the store. I'll be back in 20 minutes."

"Alternatively, we could order a pizza?"

"Vision, are you not letting me leave?" she asked and he blocked her way.

"It is a question of safety."

"I can protect myself." she said and he held her arm.

"Not yours. Mr. Keener would like to avoid the possibility of another public incident. Until the Accords are on a . . . more secured foundation."

"And what do you want?"

"For people to see you . . . as I do." he said and she looked at him gravely.


At Berlin traffic rolled around the victory column. Police convoy drove beside the river Spree. Amidst the convoy was a gray armed truck. Inside the New Goblin wore restraints inside a prison pod. Three armed guards sat on the other side of the glass-walled pod. A police motorbike stopped traffic and a van driver looked affronted. The convoy turned a corner onto a bridge across the river. In an SUV T'Challa sat in front of Spider-Man who sat in front of Falcon.

"So, you like cats?" Falcon asked.

"Ned." Spider-Man said.

"What? Dude shows up dressed like a cat and you don't wanna know more?"

"Your suit . . . it's Vibranium?"

T'Challe's eyes narrowed as he glanced sideways.

"The Black Panther has been the protector of Wakanda for generations. A mantle, passed from warrior to warrior. And now, because your friend murdered my father, I also wear the mantle of king. So, I ask you . . . as both warrior and king . . . how long do you think you can keep your friend safe from me?" he asked and Spider-Man was stony faced as the convoy headed underground.


In a light gray walled bunker Harry's pod was carried away by a forklift. Nearby Peter got out of the SUV and glanced across at Harry who didn't see him. With Ned and T'Challa Peter approached Sharon standing with a diminutive, gray-head man.

"What's gonna happen to him?" Peter asked.

"Same thing that ought to happen to you. Psychological evaluation and extradition." Ross said.

"This is Everett Ross, Deputy Task Force Commander." Sharon said.

"What about our lawyer?" Peter asked.

"Lawyer. That's funny. See their weapons are placed in lockup. Oh, we'll write you a receipt." Ross said.

"I better not look out the window and see anybody flying around in that." Ned said.

As they went Peter looked back and caught Harry's eye.

On a covered sky walk.

"You'll be provided with an office instead of a cell. Now, do me a favor, stay in it?" Ross said.

"I don't intend on going anywhere." T'Challa said.

"For the record, this is what making things worse looks like." Cassie said.

"He's alive." Peter said.

"No. Romania was not Accords-sanctioned. And, Colonel Rhodes is supervising cleanup." Harley said on his phone.

"Try not to break anything while we fix this." Cassie said.

"Consequences? You bet there'll be consequences. Obviously you can quote me on that 'cause I just said it. Anything else? Thank you, sir." he said still on the phone.

"'Consequences'?" Peter said.

"Secretary Ross wants you both prosecuted. Had to give him something."

"I'm not getting that shield back, am I?"

"Technically, it's the government's property. Wings, too." Cassie said.

"That's cold." Ned said.

"Warmer than jail." Harley said.

At a power station surrounded by trees the van with the driver who was affronted by the police convoy pulled up by the open gate. Scowling he put the parking break on and picked up a clip board.

"This can't be right. What the hell?" he said.

In a secured chamber a guard connected a pipe to Harry's prison pod. The lights inside dim for a moment.

Then Harley found Peter in a glass-walled office overlooking the control room.

"Hey, you wanna see something cool? I pulled something from Dad's archives. Felt timely." Harley said and showed him two pens in a black presentation box. "FDR signed the Lend-Lease bill with these in 1941. Provided support to the Allies when they needed it most."

"My history teacher from high school said some would say it brought our country closer to war." Peter said.

"See? If not for these, you wouldn't be here. I'm trying to . . . what do you call it? That's an olive branch. Is that what you call it?"

"Is Sarah here? I didn't see her."

"We're kinda . . . well, not kinda . . ."

"Pregnant?"

"No. Definitely not. We're taking a break. It's nobody's fault."

"I'm so sorry, Harley. I didn't know."

"A few years ago, I almost lost her, so I trashed all my suits. Then, we had to mop up HYDRA . . . and then Ultron. My fault. And then, and then, and then, I never stopped. Because the truth is I don't wanna stop. I don't wanna lose her. I thought maybe the Accords could split the difference." Harley said, stood up and paced. "In her defense, I'm a handful. Yet, my step-dad was a pain in the ass, but he and Mom always made it work."

"You know, I'm glad they got married."

"He told me he was always a fan of you. Maybe only a thousand times. God, I hated you."

"I don't mean to make things difficult."

"I know, because you're a very polite person."

"If I see a situation pointed south . . . I can't ignore it. Sometimes I wish I could."

"No, you don't."

"No, I don't. Sometimes . . ." Peter said smiling thinly.

"Sometimes I wanna punch you in your perfect teeth. But I don't wanna see you gone. We need you, Pete. So far, nothing's happened that can't be undone, if you sign. We can make the last 24 hours legit. Osborn gets transferred to an American psych-center . . . instead of a Wakandan prison."

Peter frowned thoughtfully and picked up one of the fountain pens. Then he stood up and paced, then turned to Harley. In the control room beyond there were multiple screens on the walls.

"I'm not saying it's impossible, but there would have to be safeguards." he said.

"Sure. Once we put out the PR fire, those documents can be amended. I'd file a motion to have you and Wanda reinstated . . ."

"Wanda? What about Wanda?"

"She's fine. She's confined to the compound, currently. Vision's keeping her company."

"Oh God, Harley! Every time. Every time I think you see things the right way . . ."

"What? It's a 100 acres with a lap pool. It's got a screening room. There's worse ways to protect people."

"Protection? Is that how you see this? This is protection? It's internment, Harley."

"She's not a US citizen."

"Oh, come on, Harley."

"And they don't grant visas to weapons of mass destruction."

"She's a kid!"

"GIVE ME A BREAK! I'm doing what has to be done . . . to stave off something worse."

Peter nodded faintly.

"You keep telling yourself that." he said and put the pen down. "Hate to break up the set." he said and left the office and rueful Harley watched Harry on one of the control room's screens.


The evaluator sat at a desk facing Harry's pod and Harry was still restrained.

"Hello, Mr. Osborn. I've been sent by the United Nations to evaluate you. Do you mind if I sit? Your first name is Harold?" Helmut said.

In an office with Ned and Peter.

"The receipt for your gear." Sharon said.

"'Bird costume'? Come on." Sam said.

"I didn't write it." she said and pushed a button stopping the restriction on the audio from Harry's evaluation.

"I'm not here to judge you. I just want to ask you a few questions. Do you know where you are, Harold? I can't help you if you don't talk to me, Harold." Helmut said.

"My name is Harry." Harry said.

At the power station the van driver honked and looked impatient watching the custodian's hut's front door.

"Hello?" the delivery truck driver said and a the custodian came outside and the driver came out of his van. "Hey. I have a big one for you." he said, opened the van's back doors and removed a large wooden crate. "Okay. Here. Just sign here."

"Here?" the custodian said.

"Yeah." the driver said and the custodian signed for the crate.

At the UN-bunker Peter studied the blurry photograph of the man who bombed the congress in Vienna.

"Why would the Task Force release this photo to begin with?" he asked.

"Get the word out, involve as many eyes as we can?" Sharon asked.

"Right. It's a good way to flush a guy out of hiding. Set off a bomb, get your picture taken. Get seven billion people looking for the New Goblin."

You're saying someone framed him to find him."

"Peter, we looked for the guy for two years and found nothing." Ned said.

"We didn't bomb the UN. That turns a lot of heads." Peter said.

"Yeah, but that doesn't guarantee that whoever framed him would get him. It guarantees that we would." Sharon said and her eyes gaze fell on the evaluator in the screen, her eyes narrow.

Peter frowned and looked around.

"Yeah." he said.

In the secure chamber.

"Tell me, Harry. You've seen a great deal, haven't you?" Helmut said.

"I don't want to talk about it." Harry said.

"You fear that… if you open your mouth, the horrors might never stop. Don't worry." Helmut said and got a message on his screen: 'message inbox:1' touched it 'status: package delivered'. "We only have to talk about one."

At the power station the custodian opened the crate. Finding Helmut's large device inside, he looked confused. The driver was at the back door of his van.

"Hey. What is this?" the custodian asked.

"I don't know." the delivery truck driver said and the device erupted.

A bubble of energy engulfed the power station and sparks flew. In the city traffic lights fail and in the bunker the lights went out.

"Great. Come on, guys, get me eyes on Osborn. Go." Ross said.

"FRIDAY, get me the source of that outage." Harley said.

In the office.

"Sub-level 5, east wing." Sharon said and T'Challa saw Peter and Ned bolting.

In Harry's pod.

"What the hell is this?" Harry asked.

"Why don't we discuss your home? Not Romania. Certainly not Brooklyn, no. I mean, your real home." Helmut said and removed his glasses then walked towards Harry reading from the red book by torchlight. "Longing." he said and Harry shut his eyes.

"No." Harry said and his head snapped back.

"Rusted."

"Stop."

"Seventeen." Helmut said as Harry's metal arm trembled in its restraint.

"Stop." he said and sneered angrily.

"Daybreak." Helmut said and Harry screamed, clenched his fist and ripped free of his restraints. "Furnace." "Nine." he said and Harry thumped the inside of the pod. "Benign." he said and Harry punched harder. "Homecoming." he said."One." "Freight car." he said and Harry battered the front of the pod with his metal fist and the glass screen flew clear.

Then Helmut slowly rounds the pod with the book and the torch in hand. Then he stood before Harry who straightened, a dark frown on his face.

"Goblin?" Helmut said.

"Ready to comply." Harry said.

"Mission report. December 16, 2007."


Peter and Ned arrived outside the chamber. Red emergency lights flash all around. There were many agents slumped on the floor. All of them out cold.

"Help me. Help." Helmut said.

Peter finds Helmut in a heap inside the chamber.

"Get up." he said, grabbed Helmut and shoved him against the wall. "Who are you? What do you want?"

"To see an empire fall." Helmut said.

As Ned entered Harry swung his fist which smashed through the wall as Ned ducked. Harry grabbed him by the jaw and threw him at the open pod. Peter lurched into the fight and landed a punch which Harry barely felt. Harry kicked and punched Peter out of the chamber. A punch from Harry went through the elevator door. Peter blocked the next one but the power of Harry's fist sent him tumbling into the darkened elevator shaft.

In the chamber Ned came around and saw Helmut looking down the elevator shaft.

"The east wing is compromised. I repeat: the east wing is compromised." the man on PA 1 said.

"Hey." Ned said and Helmut bolt and Ned raised.

At the bottom of the shaft Peter pushed himself off the floor.


In the control room.

"Evac all civilians. Get me a perimeter around the building, and gunships in the air." Ross said.

"Please tell me you brought a suit." Cassie said.

"Sure did. It's a lovely Tom Ford, three-piece, two-button. I'm an active-duty non-combatant." Harley said.

"Follow me." Sharon said and ran past Harley and Cassie.

Ned chased Helmut up a stair well.

Peter started to climb the elevator shaft.

Harry stalked through the building's ground floor and battered two guards. With tech-glasses on Harley took cover behind a pillar.

"We're in position." Cassie said on the radio.

Harley tapped a wrist-control which became his Iron Man-glove. He zapped Harry with a stun-burst before Harry could shoot a guard. Iron Man rushed him, firing again. Harry ducked the blast then trades blew with Iron Man, firing the gun. Iron Man had the Iron Man-glove over the barrel, blocking the bullet. He pulled the gun barrel loose then Harry smacked him backwards. Sharon rushed Harry, then Cassie rushed him. They both landed kicks and punches, then Harry flipped Sharon head over heels. She smashed onto a table then Cassie leapt on Harry, legs around his neck. He slammed her onto another table and grabbed her throat.

"You could at least recognize me." Cassie said.

Then T'Challa came from nowhere and kicked Harry off. He fought with Harry, landing lightning fast kicked and some punches. Harry got a counter punch in and T'Challa fell, but quickly recovered. Harry hurried up some stairs and T'Challa leapt the levels and vaults a railing, landing in front of Harry. Limber T'Challa spin-kicks and grabs Harry's metal arm which he tries to twist then looks worried as he realized it wasn't going to work so threw Harry backwards and kept hold as they both tumbled down the stairs. They resume fighting on the small landing and a leg sweep sending Harry over the railing. T'Challa leapt down after him but found the wide reception empty and scanned around.


Outside staff flee the building en masse. Falcon was among them and quickly saw something on the ground and picked it up.

"Damn it." he said, looked around the wide courtyard and scowled.

Meanwhile the New Goblin was on the rooftop helipad. He marched up to a blue chopper and pulled the lock off the door and got in the pilot seat. Then Spider-Man rushed outside and sprints toward the rising chopper. He leapt, grabbed the landing gear and pulled hard and the chopper struggled to gain height. Spider-Man's feet kicked for traction then he got them flat on the helipad. The chopper dragged him onto the weak looking mesh framing the helipad. Spider-Man grabbed the railing with one hand and clung to the landing gear with the other. He grit his teeth and his neck strained with the incredible effort. The New Goblin glowered from inside the chopper then threw the joystick left and the chopper's nose slammed into the edge of the helipad. The rotor-blades were smashed to pieces and Spider-Man ducked as the tail swung around. The chopper lied twisted on the mesh at the edge of the pad and Spider-Man rose beside the canopy. the New Goblin's arm smashed through the glass and growling he grabbed his throat. The chopper started listing over the edge and the tail broke off and fell into the river below. The New Goblin kept hold of Spider-Man as the whole vehicle dropped and slammed into the river. The impact seemed to knock the New Goblin out cold and he let go of Spider-Man. The body of the chopper sunk quickly to the riverbed along with other debris and Spider-Man surfaced with the New Goblin in his arms.


At an airport Zemo listens to a phone message.

"He asked me again if you were going to be there. I said I wasn't sure. You should've seen his little face. Just try, okay? I'm going to bed. I love you." Zemo's wife said.

Frowning Zemo ended the call and a TV news report was playing nearby:

"Harold Osborn, the suspect in the UN Vienna bombing escaped custody today. Also missing Avenger Peter Parker and Ned Leeds." news anchor 5 said.

Zemo eyed the TV screen and stood in line at a departures gate. The screen above the gate reads: 'Gate 06 | Berlin Flughafen | AEM2103 | 14:10 | Moskau/Moscow'.


In a huge abandoned warehouse Harry came to with his metallic left arm clamped in a huge industrial vice. Spider-Man peered through a gap at a chopper flying overhead with Falcon over by Harry.

"Hey, Pete!" Falcon said and Spider-Man went over to join Falcon by Harry who sat with his arm in the vice and they stare at him.

"Peter." Harry said.

"Which Harry am I talking to?" Spider-Man asked.

"Your uncle's name was Ben... MJ said you used to have to run after the bus every morning."

"Can't read that in a museum."

"Just like that, we're suppose to be cool?" Falcon asked.

"What did I do?" Harry asked.

"Enough." Spider-Man said.

"Oh, God, I knew this would happen. Everything HYDRA put inside me is still there. All he had to do was say the goddamn words."

"Who was he?"

"I don't know."

"People are dead. The bombing, the setup. The doctor did all that just to get 10 minutes with you. I need you to do better than "I don't know.""

"He wanted to know about Siberia. Where I was kept. He wanted to know exactly where."

"Why would he need to know that?"

"Because I'm the only New Goblin but there are also Winter Soldiers."


2007, at night New Goblin rode alongside the car and somehow caused the car to crash. He circled back, pulled up and climbed off the motorbike. He was filmed on CCTV as he approached the car's trunk. He yanked it open, breaking the lock. Inside he opened a metal case containing five clear drip bags filled with bright blue fluid.

Four young men and a young woman sat up in hospital beds and the blue fluid was fed intravenously into their arms. The drip bags hang on stands beside them. One man, Josef was screaming, dragged into a cell and left on a bed.

"It hurts!" Josef said and struggles in leather bindings.

Karpov was sitting at a desk in a corridor, making notes and listening. He opened the door to a lab and switched on the light. Josef was sitting on a bed and looked up at him.

New Goblin and Josef fought each other in a barred chamber and the four others who were given the blue liquid were there. Josef kicked with enormous power, sending New Goblin flying. Watching Karpov folded his arms.

"Good work." Karpov said.

Then a medic took Josef's pulse and Josef slammed him onto the floor. A soldier clubs him onto the back with no effect. Karpov got behind New Goblin and aimed a gun.

"Get me out of here." Karpov said and Josef and the other four Winter Soldiers effortlessly dispatch a squad of Soldiers.

New Goblin escorted covering Karpov from the barred chamber, batting guards aside.


"Who were they?" Spider-Man asked.

"Their most elite death squad. More kills than anyone in HYDRA history. And that was before the serum." Harry said.

"They all turn out like you?" Falcon asked.

"Worse."

"The doctor, could he control them?" Spider-Man said.

"Enough."

"Said he wanted to see an empire fall."

"With these guys he could do it. They speak 30 languages, can hide in plain sight, infiltrate, assassinate, destabilize, They can take a whole country down in one night. You'd never see them coming."

Then Falcon stepped up to Spider-Man.

"This would have been a lot easier a week ago." he said.

"If we call Harley . . ." Spider-Man said.

"No, he won't believe us."

"Even if he did . . ."

"Who knows if the Accords would let him help."

"We're on our own."

"Maybe not. I know a guy."


"I don't suppose you have any idea where they are?" Ross asked.

"We will. GSG-9's got the borders covered. Recon's flying 24/7. They'll get a hit. We'll handle it." Harley said.

"You don't get it, Keener. It's not yours to handle. It's clear you can't be objective. I'm putting Special Ops on this."

"What happens when the shooting starts? What, do you kill Peter Parker?" Cassie asked.

"If we're provoked. Osborn would've been eliminated in Romania if it wasn't for Parker. There are dead people who would be alive now. Feel free to check my math."

"All due respect, you're not going to solve this with boys in bullets, Ross. You gotta let us bring them in." Harley said.

"How would that end any differently from the last time?"

"Because this time, I won't be wearing loafers and a silk shirt. 72 hours, guaranteed."

"36 hours. Osborn. Parker. Leeds."

"Thank you, sir." Harley said and slumps, exhaling. "My left arm is numb, is that normal?"

Cassie pat him on the shoulder.

"You alright?" she asked.

"Always." he said. "36 hours, jeez."

"We're seriously understaffed."

"Oh, yeah. It'd be great if we had a Hulk right about now. Any shot?"

"No. You really think he'd be on our side?"

"No."

"I have an idea."

"Me too. Where's yours?"

"Downstairs. Where's yours?" she asked and he smiled slightly.


At Brooklyn Miles Morales walked out of an elevator with a backpack on his shoulder. Then he walked their an apartment and Ria Morales was sitting on the couch with Harley.

"Hey, mom." Miles said.

"Mmm. Hey. How was school today?" Rio said.

"Okay. This crazy car parked outside . . ." he started then saw Harley and his eyes widen.

"Oh, Mr. Morales." Harley said.

"Um . . ." Miles said and took out his earphones. "What-what are you doing . . .? Hey! Uh, I'm-I'm-I'm Miles."

"Harley."

"What are . . . what are you-what are you-what are you doing here?"

"It's about time we met. You've been getting my e-mails, right?"

"Yeah. Yeah."

"Right?"

"Regarding the . . ."

"You didn't tell me about the grant." Rio said.

"About the grant."

"The September Foundation." Harley said.

"Right."

"Yeah. Remember when you applied?"

"Yeah."

"I approved, so now we're in business."

"You didn't tell me anything. What's up with that? You keeping secrets from me now?" Rio asked.

"Why, I just, I just . . . I just know how much you love surprises, so I thought I would let you know . . . wh . . . anyway, what did I apply for?" Miles said.

"That's what I'm here to hash out." Harley said.

"Okay. Hash, hash out, okay."

"It's so hard for me to believe that she's someone's mom."

"Yeah, well, we come in all shapes and sizes, you know?" Rio said.

"This walnut date loaf is exceptional."

"Let me just stop you there." Miles said.

"Yeah?"

"Is this grant, like, got money involved or whatever? No?"

"Yeah."

"Yeah?"

"It's pretty well funded."

"Wow."

"Look who you're talking to. Can I have 5 minutes with him?"

"Sure." Rio said.

A few minutes later they were in Miles' room and Harley bolted the door and spit out the walnut loaf.

"As walnut date loaves go, that wasn't bad." Harley said and noticed Miles' collection of old computers. "Whoa, what do we have here? Retro tech, huh? Thrift store? Salvation Army?"

"Uh, the garbage, actually." Miles said.

"You're a dumpster diver."

"Yeah, I was . . . anyway, look, um, I definitely did not apply for your grant."

"Ah-ah! Me first."

"Okay."

"Quick question of the rhetorical variety." Harley said and pulled out his phone and projected a video of Harley in his Spider-Verse outfit. "That's you, right?"

"Um, no. What do you. What do you mean?"

"Yeah. Look at you go. Wow! Nice catch. 1,000 pounds, 40 miles an hour. That's not easy. You got pretty good skills. Not as good as Peter but not bad."

"That's all- That's all on YouTube, though, right? I mean, that's where you found that? Because you know that's all fake. It's all done on the computer."

"Mm-Hmm."

"It's like that video. What is it?"

"Yeah, yeah, yeah, yeah . . . oh, you mean like those UFOs over Phoenix?"

"Exactly."

"Oh, what have we here?" Harley said and Miles hid his Spider-Man suit.

"Uh . . . that's a . . ." Miles started.

"So. "You're the other . . . Spider . . . ling. Crime-fighting Spider . . . you're Spider-Boy?"

Miles folded his arms petulantly.

"S . . . Spider-Verse." he said.

"Not in that onesie, you're not."

"It's not a onesie." he said and Harley picked up the suit. "I don't believe this. I was actually having a real good day today, you know, Mr. Keener. Didn't miss the bus and didn't fail my Algebra test."

"Who else knows? Anybody?"

"Nobody."

"Not even your . . . unusually attractive aunt?"

"No. No, no. No, no. If she knew, she would freak out. And when she freaks out, I freak out."

"You know what I think is really cool? This webbing. That tensile strength is off the charts. Who manufactured that?"

"I did."

"Climbing the walls, how you doing that? Adhesive gloves?"

"It's a long story. I was uh . . ."

"Lordy! Can you even see in these? This is worse than Peter's in the beginning!"

"Yes. Yes, I can! I can. I can-I can see in those. Okay?"

"You're in dire need of an upgrade. Systemic, top to bottom. 100-point restoration. That's why I'm here." Harley said as Miles sat on his bed and looked at Harley. "Why you doing this? I gotta know. What's your MO? What gets you outta that twin bed in the morning?"

"Because . . ." Miles said and fiddled with his fingers. "because I've been a Spider-Man fan my whole life, and l've had these powers for 6 months. They're a lot weaker than Spider-Man's but not bad."

"Mm-Hmm."

"I would love to play football. But I couldn't then so I shouldn't now."

"Sure, because you're different."

"Exactly. But I can't tell anybody that, so I'm not."

"So you wanna look out for the little guy? You wanna do your part? Make the world a better place, all that, right?"

"Yeah. Yeah just looking out . . . for the little guy. That's-that's what it is."

Harley slowly stepped over to Miles whose leg was stretched out on the bed. Then he looked down at it.

"I'm gonna sit here, so you move the leg." Harley said and Peter moved along and Tony sat beside him and raised his hand then hesitantly clasped Miles' shoulder. "You got a passport?"

"Uh, no. I don't even have a driver's license."

"You ever been to Germany?"

"No."

"Oh, you'll love it."

"I can't go to Germany!"

"Why?"

"I got . . . homework."

"I'm gonna pretend you didn't say that."

"I'm-I'm being serious! I can't just drop out of school!"

"Might be a little dangerous. Better tell Rio Hottie I'm taking you on a field trip." Harley said and Miles webbed his hand to the door.

"Don't tell mom."

"Alright, Spider-Verse." Harley said and they shared an earnest look before Harley returned to his usual attitude. "Get me out of this."

"Sorry, I'll get the . . ."


Night, at Avengers' HQ. Vision floated above the floor. Then an explosion in the distance lit up the room for a moment. Vision and Wanda looked out of the window.

"What is it?" Wanda asked.

"Stay here, please." Vision said and went.

Suddenly Wanda compelled a knife across the room and stopped dead in front of Kate's head.

"Guess I shoulda knocked." Kate said.

"Oh my god! What are you doing here?" Wanda asked.

"Disappointing my kids." Kate said and shot arrows to both sides of the room. "I'm supposed to go water-skiing. Peter needs our help. Come on."

"Kate!" Vision said and Wanda and Kate stopped. "You should not be here."

Kate turned around.

"Really? I retire for, what, like five minutes, and it all goes to shit." she said.

"Please consider the consequences of your actions."

"Okay, they're considered. Okay, we gotta go." she said and he was held in a force field, crackling and sparkling between the two arrows. "It's this way."

"I've caused enough problems." Wanda said.

Frowning Kate ran back from the door.

"You gotta help me, Wanda. Look, you wanna mope, can go to high school. You wanna make amends, you get off your ass. Shit." Kate said and Vision broke the force field with his mind stone and punched her to the floor but she recovered quickly. "I knew I should've stretched." she said, extended a baton and tried to hit him, but the blows went through him.

Then she resorted to punched, then tried the baton again. It broke and she tried to kick him, but her leg went right through him and he got her in a headlock.

"Kate, you can't overpower me." Vision said.

"I know I can't. But she can."

"Vision, that's enough. Let him go. I'm leaving." Wanda said.

"I can't let you."

"I'm sorry." she said and held her hands apart, glowing with energy and Kate slipped from Vision's grasp.

"If you do this . . . they will never stop being afraid of you." he said and faltered.

"I can't control their fear, only my own." Wanda said and moved closer.

He glowed from within and crashed through the floor, and several floors beneath. Wanda and Kate stood over the holes in the floors.

"Oh . . . come on. We got one more stop." Kate said.


Back at the Joint Counter Terrorist Centre.

"It's just a matter of time. Our satellites are running facial, bio-metric, and behavioral pattern scans." Attache said.

"Move, or you will be moved." security chief said to Cassie standing in their way.

"As entertaining as that would be . . ." T'Challa said.

"You really think you can find him?" Cassie asked.

"My resources are considerable."

"Yeah, it took the world 70 years to find Osborn. . . so you could probably do that in about half the time."

"You know where they are."

"I know someone who does."


Under an overpass.

"Not sure you understand the concept of a getaway car." Sharon said.

"It's low profile." Peter said.

"Good, because this stuff tends to draw a crowd." she said and opened the trunk of her car, revealing Peter and Ned's gear.

"Can you move your seat up?" Harry asked and sat behind Sam in the getaway car.

"No." Ned said.

"I owe you again." Peter said.

"Keeping a list." Sharon said and glanced at Harry. "You know, he kinda tried to kill me."

"Sorry. I'll put it on the list, too. They're going to come looking for you."

"I know." she said and they kissed.

"Thank you, Sharon."

"That was . . ."

"Late."

"Damn right. I should go."

"Okay."


On the 6th level of a parking garage at the Leipzig/Halle airport. Spider-Man drives into the parking lot in the battered, old car. He parks by a grey van and gets out.

"Pete." Kate said.

"You know I wouldn't have called If I had any other choice." Spider-Man said.

"Hey man, you're doing me a favor. Besides, I owe a debt."

"Thanks for having my back."

"It was time to get off my ass." Wanda said.

"How about our other recruit?"

"He's rarin' to go. Had to put a little coffee in him, but… he should be good." Kate said.

"What timezone is this?" Scott asked.

"Come on. Come on."

"Spider-Man." Scott said and shook Spider-Man's hand with an amazed look.

"Mr. Lang." Spider-Man said.

"It's an honor. I'm shaking your hand too long. Wow! This is awesome! Spider-Man." Scott said and looked at Wanda. "I know you, too. You're great!" he said, turned back and felt Spider-Man's shoulders. "Jeez. Ah, look, I wanna say, I know you know a lot of super people, so . . . thinks for thanking of me." he said. "Hey, man!" he said to Falcon.

"What's up, Tic Tac?" Falcon asked.

"Uh, good to see you. Look, what happened last time when I . . ."

"It was a great audition, but it'll . . . it'll never happen again."

"They tell you what we're up against?" Spider-Man asked.

"Something about some . . . psycho-assassins?" Scott said.

"We're outside the law on this one. So, if you come with us, you're a wanted man."

"Yeah, well, what else is new?"

"We should get moving." Harry said.

"We got a chopper lined up." Kate said.

"This is an emergency. All passengers must evacuate the airport immediately." man on OA 2 said.

"They're evacuating the airport." Harry said.

"Keener." Falcon said.

"Keener?" Scott said.

"Suit up." Spider-Man said.


Peter was in his uniform striding through an underpass, then jogged onto a private runway, heading for a grounded chopper. An electro-disabler slammed onto the chopper and he looked up. Iron Man and War Machine decanted.

"Wow, it's so weird how you run into people at the airport. Don't you think that's weird?" Iron Man said.

"Definitely weird." War Machine said.

"Hear me out, Harley. That doctor, the psychiatrist, he's behind all of this." Spider-Man said.

Then T'Challa leapt over a truck.

"Spider-Man." he said.

"Your highness."

"Anyway, Ross gave me 36 hours to bring you in. That was 24 hours ago. Can you help a brother out?" Iron Man asked.

"You're after the wrong guy."

"Your judgment is askew. Your old war buddy killed innocent people yesterday."

"And there are five more super soldiers just like him. I can't let the doctor find them first, Harley. I can't."

"Peter . . . you know what's about to happen. Do you really wanna punch your way out of this one?" Stinger asked.

"All right, I've run out of patience. Underoos!" Iron Man said and Spider-Verse shot a web, stealing Spider-Man's webshooters and binding his hands. "Nice job, kid."

"Thanks. Well, I could've stuck the landing a little better. It's just the new suit… Well, it's nothing, Mr. Keener. It's-it's perfect. Thank you." Spider-Man said.

"Yeah, we don't really need to start a conversation."

"Okay. Spider . . . Spider-Man. Big fan, I'm Spider-Verse."

"Yeah, we'll talk about it later. Just . . ."

"Hey, everyone."

". . . Good job."

"You've been busy." Spider-Man said. "You got a fan of mine to help."

"And you've been a complete idiot. Dragging in Hawkeye. 'Rescuing' Wanda from a place she doesn't even want to leave, a safe place. I'm trying to keep . . . I'm trying to keep you from tearing the Avengers apart."

"You did that when you signed."

"Alright, We're done. You're gonna turn Osborn over, you're gonna come with us. NOW! Because it's us! Or a squad of J-SOC guys . . . with no compunction about being impolite." Iron Man said and Spider-Man looked aside. "Come on."

"We found it. Their Quinjet's in hanger five, north runway." Falcon radioed Spider-Man.

Spider-Man held his hands up and Hawkeye shot the web off.

"Alright, Lang." he said.

"Hey, guys, something . . ." Spider-Verse started but was cut off.

"Whoa. What-what the hell was that?" War Machine said.

"I believe this is yours, Spider-Man." Any-Man said and took Spider-Man's webshooter.

"Oh, great. Alright, there's two on the parking deck. One of them's Maximoff, I'm gonna grab her. Rhodey, you want to take Peter?" Iron Man said.

"Got two in the terminal, Leeds and Osborn."

"Osborn is mine!" T'Challa said.

"Hey, Mr. Keener, what should I do?" Spider-Verse asked.

"What we discussed. Keep your distance. Web 'em up." Iron Man said.

"Okay, copy that!"

"Move, Spider-Man. I won't ask a second time." T'Challa said.

"Look, I really don't want to hurt you." Ant-Man said and faced Stinger.

"I wouldn't stress about it." Stinger said and kicked him in the groin and he miniaturized, throwing her head over heels.

Then she zapped him off her wrist and he slammed into a nearby truck, laving a small dent.

"What the hell is that?" New Goblin asked in the terminal.

"Everyone's got a gimmick now." Sam said.

Then Spider-Verse swung through the glass wall and kicked Falcon backwards. New Goblin threw a punch but Peter caught his fist.

"You have a metal arm? That is awesome, dude!" Spider-Verse said and Falcon hit him. "You have the right to remain silent!" he said and in mid-air fended Falcon off, then swung after him using his webs.

Spider-Verse swung through the rafters in the terminal, chasing Falcon who flew backwards firing shots and Spider-Verse stopped on a high beam.

"Oh god." Spider-Verse said and New Goblin threw something at him. "Hey buddy, I think you lost this!" he said, threw it back and Falcon kicked him off the beam and he fired a web sending Falcon crashing to the floor.

Then he webbed Falcon's wrist to a balcony railing.

"Those wings carbon fiber?" he asked.

"Is this stuff coming out of you like Peter's?" Falcon asked.

"That would explain the rigidity-flexibility ratio, which, gotta say, that's awesome, man."

"I don't know if you've been a fight before but there's usually not this much talking."

"Alright, sorry, my bad." Spider-Verse said then swung down and New Goblin jumped in the way and he and Falcon fell through the glass down onto the next floor and Spider-Verse webbed them. "Guys, look. I'd love to keep this up but I've only got one job here today and I gotta impress Mr. Keener, so, l'm really sorry." he and redwing dragged him through the glass wall. "Wwahhhh!"

"You couldn't have done that earlier?" New Goblin asked.

"I hate you." Falcon said.

Then New Goblin noticed they're weak so used his strength and broke it then did the same to Falcon.

Outside Spider-Man kicked War Machine out of the air, then sent T'Challa reeling. War Machine's mace was broken.

"Great." War Machine said.

"Hey, Spider-Man, heads up!" Ant-Man said and threw Spider-Man a miniature truck. "Throw it at this. Now!" he said and Spider-Man threw it and the truck enlarged, tumbling towards War Machine.

"Oh, come on!" he said and the truck landed and exploded.

"Oh, man. I thought it was a water truck. Uh . . . sorry." Ant-Man said and he and Spider-Man ran off.

"Alright. Now, I'm pissed."

"Is this, part of the plan?" Stinger asked as Iron Man helped her up.

"Well, my plan was to go easy on them. You wanna switch it up?" Iron Man said.

"There's our ride." Hawkeye said to Wanda as he saw the Quinjet.

"Come on!" Spider-Man said.


Spider-Man's team ran towards the Quinjet. A fizzing stream of energy slices across the runway and they stop. Vision hovers overhead.

"Mr. Parker. I know you believe what you're doing is right. But for the collective good you must surrender now." Vision said and Iron Man's team arrived.

"What do we do, Pete?" Falcon asked.

"We fight." Spider-Man said.

"This is gonna end well." Stinger said and the two teams stride towards each other with grim determination etched on their faces.

"They're not stopping." Spider-Verse said.

"Neither are we." Iron Man said and everyone broke into a sprint.

Spider-Man blocked a punch as Iron Man landed. Hawkeye fired an arrow at Vision. War Machine flew after Falcon and New Goblin traded blows with T'Challa. An explosive arrow hit Iron Man. Stinger threw Ant-Man, as Spider-Man swings through the air, struggling to evade vehicles projected by Wanda. New Goblin landed punches on T'Challa, Hawkeye and Stinger battle with batons and Hawkeye pinned her down with his bow.

"We're still friends, right?" Stinger asked.

"Depends on how hard you hit me." Hawkeye said and she spun Stinger with her legs.

As was about to kick her head, Stinger's foot stopped and glowed bright red. Wanda projects Stinger down.

"You were pulling your punches." Wanda said and Hawkeye nodded sheepishly.

Meanwhile New Goblin and T'Challa have each other by the throat.

"I didn't kill your father." New Goblin said.

"Then why did you run?" T'Challa said, pulled New Goblin's hand off his neck, then spun him and fly-kicked him backwards.

He sprouted claws and aimed for New Goblin's neck, but Wanda stopped his hand, then waved her arms sending T'Challa crashing into a passenger gangway.

Spider-Verse swung past and Spider-Man snapped the web with his hand.

"That thing does not obey the laws of physics at all." Spider-Verse said.

"Look kid. There's a lot going on here that you don't understand." Spider-Man said.

"Mr. Keener said you'd say that. Wow." Spider-Verse said, fired webs but Spider-Man caught it and pulled and Spider-Verse slid towards him.

Then Spider-Verse tried to kick him backwards but didn't work but but was still rolled clear. "He also said to go for your legs but I guess he was wrong." he said as Spider-Man aimed a web at him, Spider-Verse webbed his hands and pulled.

Spider-Man spun and somersaulted, propelling Spider-Verse through the air.

"Kate, can you get him off me?" Falcon asked evading fire from Iron Man.

"Buckled in?" Hawkeye asked.

"Yeah. No, I'm good. I'm good, Arrow Guy. Let's go. Let's go!" Ant-Man said and miniaturized Ant-Man was on the tip of Hawkeye's arrow.

As she fired it, the head split and Iron Man shot the shards then Ant-Man dove between his splayed fingers and slipped inside the Iron Man suit at the shoulder joint.

Spider-Man caught a web and tugged Spider-Verse towards him, knocking him down with a punch. Then Spider-Verse recovered and pulled himself up on top of a gangway.

"Keener tell you anything else?" Spider-Man asked.

"That you're wrong. You think you're right. That makes you dangerous." Spider-Verse said, swung down and Spider-Man leapt to kick him backwards onto the gangway's leg.

"Guess he had a point." he said, threw a web at the leg and the gangway fell and Spider-Verse jumped to the side knowing he can't lift that. "You got heart, kid. Where're you from?"

"Brooklyn."

"Queens." Spider-Man said and left Spider-Verse on the ground.

Hawkeye fired arrows at hovering Iron Man whose arm-lasers malfunction.

"Friday?" Iron Man said.

"We have some weapon systems offline." F.R.I.D.A.Y. said.

"They what?"

"Oh, you're gonna have to take this into the shop." Ant-Man said.

"Who's speaking?"

"It's your conscience. We don't talk a lot these days."

"Friday?"

"Deploying fire suppression system." F.R.I.D.A.Y. said.

"Uh -oh. Oh boy. Whoa!" Any-Man said.

Inside the suit he sprinted through narrow banks of components, chased by a rolling cloud of CO and ejected from the suit.

"We gotta go. That guy's probably in Siberia by now." New Goblin said to Spider-Man.

"We gotta draw out the flyers. I'll take Vision. You get to the jet." Spider-Man said.

"No, you get to the jet! Both of you!" Falcon said being chased by War Machine. "The rest of us aren't getting out of here."

"As much as I hate to admit it, if we're gonna win this one, some of us might have to lose it." Hawkeye said.

"This isn't the real fight, Peter."

"Alright, Ned, what's the play?" Spider-Man asked.

"We need a diversion, something big."

"I got something kind of big, but I can't hold it very long. On my signal, run like hell. And if I tear myself in half . . . don't come back for me." Ant-Man said.

"He's gonna tear himself in half?" New Goblin said.

"You're sure about this, Scott?" Spider-Man asked.

"I do it all the time. I mean once . . . in a lab. Then I passed out. I'm the boss. I'm the boss. I'm the boss. I'm the boss. I'm the BOSS!" Ant-Man said then leapt from mobile stairs and landed on War Machine's back as he flew past.

Then he operated his suit's wrist, shut his eyes and activated a remote getting him to grow into a towering Behemoth and grabbed War Machine's leg.

"Holy shit!" Spider-Verse said.

"Okay, tiny dude is big now. He's big now." War Machine said.

"I guess that's the signal." Spider-Man said.

"Way to go, Tic Tac!" Falcon said.

"Give me back my Rhodey." Iron Man said and Falcon flew feet first into him.

"I got him!" Spider-Verse said and Ant-Man sent War Machine flying and Spider-Verse caught him with a web.

Ant-Man kicked a bus towards T'Challa. Then Vision descended and braced himself, splitting the bus in two and protecting T'Challa from harm. T'Challa saw Spider-Man and New Goblin sprinting past. Chasing Falcon, Iron Man evaded Ant-Man swinging the wing of a plane at him.

"Okay, anybody on our side hiding any shocking and fantastic abilities they'd like to disclose, I'm open to suggestion." Iron Man said.

Then Falcon arrowed towards him, firing Red Wing which cracked into Iron Man's helmet. Ant-Man blocked T'Challa's path.

"You wanna get to them… you gotta go through me." Ant-Man said and swept his gigantic foot through the crated T'Challa's standing on, smashing them to pieces.

Then Ant-Man was engulfed in explosions as War Machine swooped towards him with Spider-Verse clinging to a web stuck to War Machine's back. Then he fired more webs and wrapped them around Ant-Man's over-sized arms.

Hawkeye fired arrows at T'Challa who caught two right in front of his face. After the arrowheads explode he dropped them and raised extending his claws.

"We haven't met yet." Hawkeye said, flattened her bow and spun it around. "I'm Kate."

"I don't care." T'Challa said wielding the bow like a staff Hawkeye attacked him who acrobatically ducked then countered with a high kick.

Giant Ant-Man punched War Machine in the air and swung a gangway towards him as he recovered. War Machine opened fire and the gangway disintegrates. Ant-Man tried to stamp on him but he dove clear evading a lunge of Ant-Man's hand. War Machine was struck by something.

"Ahhh!" War Machine said and Wanda waved her hands flinging vehicles into War Machines path.

"Get off." Ant-Man said and distracted by Spider-Verse didn't see Vision curling into a ball and ramming into him.

Vision saw Spider-Man and New Goblin approaching the hangar as Ant-Man wavered and simply floated through Ant-Man's chest.

"Something just flew in me!" Ant-Man said and Vision fired a shining beam of energy from his mind stone and the control tower collapsed towards the entrance of the hangar.

Then Wanda struggled to slow its collapse. Then War Machine descended behind her fires a sonic disruptor. Wanda held her head and screamed. The tower fell all around Spider-Man and New Goblin, but they made it into the hangar where Stinger was waiting for them.

"You're not gonna stop." Stinger said.

"You know I can't." Spider-Man said.

"I'm gonna regret this." she said and stunned T'Challa who's arrived behind them. "Go." she said and Spider-Man and New Goblin ran for the Quinjet as she kept T'Challa at bay.

"Hey, guys, you ever see that really old movie, Empire Strikes Back?" Spider-Verse asked outside.

"Jesus, Harley, how old is this guy?" War Machine asked.

"I don't know, I didn't carbon-date him. He's on the young side." Iron Man said while Spider-Verse swung towards Ant-Man.

"He's not as good as Peter either."

"You know that part . . . where they're on the snow planet . . . with the walking thingies?" Spider-Verse said and wrapped webs around Ant-Man's legs.

"Maybe the kid's on to something." Iron Man said.

"High now, Harley. Go high." War Machine said.

Then Spider-Verse swung around and around Ant-Man's legs as Iron Man and War Machine power towards his head, both landing blows together.

"YES! Ha ha! That was awesome!" Spider-Verse said while giant Ant-Man toppled.

Then a flailing limb caught him and knocking him flying just before Ant-Man slammed into the ground on his back. He returned to normal size and removed the face-plate of his helmet, grimacing.

"Does anyone have any orange slices?" Ant-Man asked.

Then Iron Man landed by Spider-Verse who's in a heap. Retracting the helmet Iron Man looked concerned.

"Kid, you alright?" he asked.

"Hey! Get off me!" Spider-Verse said.

"Same side. Guess who. Hi. It's me."

"Oh. Hey, man."

"Yeah."

"That was scary."

"Yeah. You're done. Alright?"

"What?"

"You did a good job. Stay down."

"No, I'm good. I'm fine."

"Stay down."

"No, it's good I gotta get him back!"

"You're going home or I'll call Rio! You're done!"

"Wait. Mr. Keener, wait! I'm not done, I'm not . . ." Spider-Verse said and slumped down. "Okay, I'm done. I'm done."

In the partially wrecked hangar the Quinjet's engines fire and the guns blast debris from the entrance. Stinger kept T'Challa held until the jet raised. Black Panther leapt, but couldn't keep hold and the Quinjet flew out of the hangar. War Machine flew after it.

In the hangar.

"I said I'd help you find him, not catch him. There's a difference." Stinger said.


Outside Vision knelt beside Wanda and gently held her in his arms. She panted for breath.

"I'm sorry." he said.

"Me, too." Wanda said.

"It's as I said. Catastrophe."

Piloting the Quinjet, Spider-Man looked over his shoulder and saw War Machine encroaching to the right. Spider-Man pushed forward on the thrusters and Iron Man flew beside War Machine and Falcon followed them.

"Vision, I got a bandit on my six." War Machine said and Falcon fired small explosives which erupt and buffet War Machine. "Vision! You copy? Target his thrusters, turn him into a glider." he said and Vision took aim and fired his head laser.

Falcon saw it coming and tucked into a tumble. The laser overshot and sliced through the core on War Machines chest plate. War Machine lost power and went into a spinning free fall.

"Rhodey!" Iron Man said and along with Falcon dove.

"Harley, I'm flying dead stick." War Machine said.

As he plunged the suit emits black smoke. Iron Man swooped down towards him. War Machine's eyes started to close.

"RHODES!" Iron Man said and War Machine smacked into a wide, grassy field just before Iron Man landed nearby. His helmet retracted and he pulled off War Machine's face plate. War Machine's eyes are closed and had blood on his face. "Read vitals."

"Heartbeat detected. Emergency medical is on its way." FRIDAY said.

Then Falcon swooped down and landed on his feet. His wings retract.

"I'm sorry." he said and Iron Man zapped him backwards with a blast of energy from the palm of his suit.

Vision glided to the ground just in front of Falcon. Iron Man's faced remains with his arms around War Machine.


Somewhere in Siberia, Helmut made a phone call.

"Good morning. Room service." a German innkeeper said.

"Good morning, Mrs. Leiber. This is room 201." Helmut said.

"Ah, Mr. Müller. Bacon and black coffee again today?"

"You know me so well."

In his room in Berlin, Germany.

"Hello? Your breakfast is here. May I let myself in? Oh God!" she said, came in and discovered the dead body of Dr. Theo Broussard in the bathtub.


Spider-Man flew the Quinjet towards mountains and New Goblin sat behind him.

"What's gonna happen to your friends?" New Goblin

Spider-Man stared ahead, heavyhearted, sighed and shook his head.

"Whatever it is… I'll deal with it." he said and New Goblin looked thoughtful.

"I don't know if I'm worth all this, Peter." he said and Spider-Man glanced around at him.

"What you did all those years . . . it wasn't you. You didn't have a choice."

"I know. But I did it."


At a hospital Rhodes lied inside an CT-scanner in a blue gown covering his body. Harley paced up to Vision who watched Rhodey grave faced.

"How did this happen?" Harley asked.

"I became distracted." Vision said.

"I didn't think that was possible."

"Neither did I." Vision said and Harley left him looking in on Rhodey.

Along the corridor Harley saw an equally concerned Cassie.

They stood on a balcony looking towards a row of trees.

"The doctors say he shattered L4 through S1. Extreme laceration in the spinal cord. Probably looking at some form of paralysis." Harley said.

"Peter's not gonna stop. If you don't either, Rhodey's gonna be the best case scenario." Cassie said.

"You let them go, Cas."

"We played this wrong."

"'We'? Boy, it must be hard to shake the whole double agent thing, huh? It sticks in the DNA."

"Are you incapable of letting go of your ego for one goddamn second?"

"T'Challa told Ross what you did, so . . . they're coming for you."

"I'm not the one that needs to watch their back." she said and walked away.

Then Harley activated holographic images appearing on his wrist device.

"What am I looking at, Friday?" he asked.

"Priority upload from Berlin police." FRIDAY said.

"Fire up the chopper." he said and flew over a stormy sea in the chopper.

Then he looked surveillance images on a tablet computer.

"The Task Force called for a psychiatrist as soon as Osborn was captured. The UN dispatched Dr. Theo Broussard from Geneva within the hour. He was met by this man." FRIDAY said.

"Did you run facial recognition yet?"

"What do I look like?"

"Uh, I don't know. I've been picturing a red head."

"You must be thinking of someone else."

"Must be."

"The fake doctor is actually Colonel Helmut Zemo, Sokovian Intelligence." she said and he projected the image. "Zemo ran Echo Skorpion, a Sokovian covert kill squad."

"So, what happened to the real Broussard?"

"He was found dead in a Berlin hotel room. Where police also found a wig and facial prosthesis approximating the appearance of one Harold Theopolis Osborn."

"Son of a bitch. Get this to Ross."

"Yes, Boss."


A wide and flat, snow covered landscape. A mountain loomed on the horizon. A caterpillar truck stopped on the windswept mountain plateau. Helmut got out of the vehicle. Set on rocks was an entrance with huge, rusted double doors. He hacked away at the wall beside the doors, uncovered a control panel and keyed in a code whilst referring to the red book. The huge, curved double doors broke open a crack. He pulled them open wider, shone a flash light and pulled down the hood of his coat.

Inside was a vast, gloomy space cramped with shelves stacked with filing boxes. Helmut moved a ladder along and searched the boxes. He climbed up the ladder and removed a filing box labeled: December 2007.

Then he walked along a tunnel which opened into a cavernous chamber with a high ceiling. He carried a VHS cassette and a flash light. Standing around the chamber a five large, clear sided capsules. They glow a gold yellow inside. Frowning he walked up to one of the capsules and shone his flash light inside. In the capsule, motionless in a state of suspended animation was the enhanced soldier Josef.


Harley flew the shopper low over the broiling sea. He operates the chopper with a touch screen computer in a wall panel.

"This is the Raft Prison Control. You're clear for landing, Mr. Keener." a guard said on the radio.

The sea swelled and surged as Raft Prison raised up from beneath. A huge, fortified, circular structure with small lights around the sides. Two semi-circular doors opened up in the flat circular top and the chopper landed on a helipad and the doors closed above it. Harley, his left arm in a sling walked up to Ross.

"So? You got the files? Let's reroute the satellites, start facial scanning for this Zemo guy." Harley said.

"You seriously think I'm gonna listen to you after that fiasco in Leipzig? You're lucky you're not in one of these cells." Ross said and looked at him sternly and lead on through a thick, steel security door.

Soldiers stood guard in an operations room. Harley looked at a surveillance screen showing Wanda, sitting hunched and bedraggled in a cramped prison cell.

Another security door opened and Harley walked into a chamber surrounded by large, bared windows. Beyond the windows were a number of prison cells. Harley took in his surroundings.

"The Futurist, gentlemen! The Futurist is here! He sees all! He knows what's best for you, whether your like it or not." Kate said clapping.

"Give me a break, Bishop. I had no idea they'll put you here. Come on." Harley said.

"Yeah, well, you knew they'd put us somewhere, Harley." she spit.

"Yeah, but not some super-max floating ocean pokey. You know, this place is for maniacs. This is a place for . . ."

"Criminals?" she said and stood up. "Criminals, Harley. Think that's the word you're looking for." she said and eyed him through the bars. "Right? That didn't used to mean me. Or Ned, or Wanda. But here we are."

"Because you broke the law."

"Yeah."

"I didn't make you."

"La, la, la, la, la . . ."

"You read it, you broke it."

"La, la, la, la la…"

"Alright, you're all grown up, you got a wife and kids. I don't understand, why didn't you think about them before you chose the wrong side?" he asked and walked away.

"You gotta watch your back with this guy. There's a chance he's gonna break it."

"Hank Pym always said, you never can trust a Keener." Scott said.

"Who are you?" Harley asked.

"Come on, man."

"How's Rhodes?" Ned asked.

"They're flying him to Columbia Medical tomorrow. So . . . fingers cross." Harley said and Ned shook his head. "What do you need? They feed you yet?" he asked and Ned raised his eyebrows.

"You're the good cop now?"

"I'm just the guy who needs to know where Peter went."

"Well, you better go get a bad cop, because you're gonna have to go Mark Fuhrman on my ass to get information out of me."

"Oh, I just knocked the 'A' out of their 'AV'. We got about 30 seconds before they realize it's not their equipment."

In the operations room.

"What did you do? Get it back up!" Ross said.

Back in the cell.

"Just look. Because that is the fellow who was supposed to interrogate Osborn." Harley said and shoef a holographic image of Doctor Broussard. "Clearly, I made a mistake. Ned, I was wrong."

"That's a first." Ned said.

"Peter is definitely off the reservation but he's about to need all the help he can get. We don't know each other very well. You don't have to…"

"Hey, it's alright." Ned said and Tony leaned closer to the window and Ned sighed and looked uneasy. "Look, I'll tell you… but you have to go alone and as a friend."

"Easy." Harley said and walked to his chopper.

"Keener? Did he give you anything on Parker?" Ross asked.

"Nope. Told me to go to hell. I'm going back to the compound instead, but you can call me anytime. I'll put you on hold, I like to watch the line blink." Harley said and Ross stared at him who smiled as he got in the chopper and the door slid shut.

The chopper rises off the helipad and flew away. The doors close on the prison roof.

Sitting in the chopper Harley un-clips the sling holding his left arm. He cradles his arm in his hand for a moment. He slowly reaches out the injured arm and presses a button on a panel. The Iron Man suit wrapped itself around Harley, a hatch opened and he flew out of the chopper as Iron Man. He sped through dark clouds. Close behind T'Challa was at the controls of a Quinjet.


Spider-Man brought his Quinjet into land besides Helmut's caterpillar truck on the remote icy mountain top. The jet's wings fold up beside the fuselage.

On board the New Goblin pulled out rack of guns labeled 'Lang' and took a light machine gun. Then they stood together, waiting for the exit ramp to descend.

"You remember that time we were in school and Flash wouldn't stop talking about my parents being dead?" Spider-Man asked.

"Was that the time I had to tell my dad and his parents took his computer away for a month?" the New Goblin asked.

"You got him so mad and scared at the same time he ran away as soon as he saw you with me."

"What grade was that again?"

"Eighth. You looked after me even more after that."

"He probably still remembers that and knowing you're Spider-Man probably moved out of Queens."

"Probably." Spider-Man said and clamped his hand on New Goblin's shoulder.

Now wearing his mask Spider-Man walked with New Goblin up to the entrance set in rock. The door was still open.

"He can't have been here more than a few hours." Spider-Man said .

"Long enough to wake them up." New Goblin said and Spider-Man lead them into the cast bunker.

They traveled down into the depths inside a caged elevator. it stopped in the bowls of the bunker, doors slide open. Spider-Man nodded to New Goblin and heaved up the cage door. New Goblin readied his heavy duty machine gun and they walked along a corridor, keeping close to a wall. He looked into an alcove full of junk then they moved on up some stairs. At the sound of a loud thud they spun around, aiming down the corridor.

"You ready?" Spider-Man asked.

"Yeah." New Goblin said.

Double doors part, forced open by Iron Man. Spider-Man stared in surprise and Iron Man walked towards them and retracted the suit's helmet.

"You seem a little defensive." Iron Man said and New Goblin kept his gun up while Spider-Man walked to meet iron Man with his wrists out.

"It's been a long day."

"Calm down. I'm not currently after you."

"Then why are you here?"

"Could be your story's not so crazy. Maybe. Ross has no idea I'm here. I'd like to keep it that way. Otherwise, I gotta arrest myself."

"Well, that sounds like a lot of paperwork." Spider-Man said. "It's good to see you, Harley." he said and lowered his shield.

"You too, Pete." Iron Man said. "Hey, Manchurian Candidate, you're killing me. There's a truce here. You can drop . . ." he said to the New Goblin.

Spider-Man signed New Goblin to lower his weapon and he does.

They cautiously walked along a corridor. T'Challa in his Black Panther Suit was hiding around a corner, watching them.

With his helmet and face plate reengaged Iron Man lead Spider-Man and New Goblin towards the enormous chamber with the capsules standing in it.

"I got heat signatures." Iron Man said.

"How many?" Spider-Man asked.

"Uh, one."

As they entered the vast chamber the lights came on and hazy, yellow mist descended within the capsules. As well as Josef, each one contains an enhanced soldier from the 2007 experiment. Spider-Man and the others looked around, bewildered.

"If it's any comfort, they died in their sleep." Helmut said on speaker. "Did you really think I wanted more of you?" he said and all the enhanced soldiers have been shot in the head and the New Goblin stared at Josef's corpse.

"What the hell?" New Goblin said.

"I'm grateful to them, though. They brought you here." Helmut said and appeared in a control room. Spider-Man hurled his webs but it flew back. "Please, Peter. The Soviets built this chamber to withstand the launch blast of UR-100 rockets."

"I'm betting I could beat that." Iron Man said.

"Oh, I'm sure you could, Mr. Keener. Given time. But then you'd never know why you came."

"You killed innocent people in Vienna just to bring us here?" Spider-Man said.

Meanwhile Black Panther watched from the shadows as Spider-Man looked at Helmut through a window.

"I thought about nothing else for over a year. I studied you. I followed you. But now that you're standing here, I just realized . . . there's a bit of green in the blue of your eyes. How nice to find a flaw." Helmut said.

"You're Sokovian. Is that what this is about?" Spider-Man said.

"Sokovia was a failed state long before you blew it to hell. No. I'm here because I made a promise." Helmut said and Spider-Man studied him.

"You lost someone?"

"I lost everyone. And so will you." Helmut said, looked grave and clicked his tongue. "An empire toppled by its enemies can rise again. But one which crumples from within? That's dead . . . forever." he said and played surveillance footage from December 16th 2007 and Spider-Man stepped over to the screen.

Iron Man looked at the freeze frame of a secluded road and the date, December 16 2007 and his eyes rove, anxiously.

"I know that road. What is this?" he asked.


The video plays. That car that New Goblin forced off the road crashed into a tree. Harley watched intently as the New Goblin rode up and got off his motorbike. Spider-Man watched Harley's increasing unease. The driver lied on the ground beside the car. It's Harley's stepfather, Michele.

"Help my wife. Please. Help." Howard said and New Goblin walked over and hoist him up by his hair and stared at Michele's bloody face ad Michele stared back pleadingly. "Harry Osborn?"

"Michele!" Lily said.

Harley glared at Harry while in the video New Goblin pounded Michele hard in the face with his metal fist.

"Michele!" Lily said.

In grief Harley closed his eyes for a moment.

On screen Michele slumped dead. New Goblin put him in the driver's seat with his face against the steering wheel. Harley stared in horror. Lily's in the passenger seat with blood streaked down her face. New Goblin walked around, gripped her throat and expressionless strangled her. Harley watched the screen stunned. New Goblin walked up and aimed a gun at the surveillance camera. Peter watched Harley anxiously. Harley lunged towards Harry and Peter stopped him.

"Harley. Harley." Peter said.

Harley consumed with grief and tears glistening in his eyes he turned and looked at him.

"Did you know?" he asked.

"I didn't know it was him."

"Don't bullshit me, Parker! Did you know?"

"Yes."

Harley stepped back, his chin jutting upwards twitchy and reengaged the Iron Man helmet. He punched Spider-Man to the floor and deflected gunfire from Harry, disarming him. Then he grabbed Harry and flew across the chamber. He slammed him onto the floor, then jumped on his arms. Spider-Man's webs hit Iron Man, distracting him and Spider-Man barged him backwards, Iron Man shoulders him to the floor and shackles his ankles. Harry punched Iron Man who just lifted him and slammed him against a machine. Iron Man raised a fist but Harry twisted it and a rocket shot out of Iron Man's arm, a fireball exploded. Spider-Man sliced his shackles as a towering structure of pipework collapsed. Iron Man and Harry were thrown down a level as twisted metal fell around them, showering sparks.

"Get out of here!" Spider-Man said to Harry.

As Harry bolted Iron Man fired, but missed. Spider-Man landed in front of him. Harry hit a control panel and the silo-styled door overhead started to open.

After looking after him for so long he was worried about Peter but at the same time knew being Spider-Man for so long he could take care of himself.

"It wasn't him, Harley. Hydra had control of his mind!" Spider-Man said.

"Move!" Iron Man said.

"It wasn't him!" Spider-Man said, grabbed Iron Man's ankle in mid air and smashed it.

Iron Man blocked him by shooting down rubble, then falteringly flew up the tower.

"Left boot jet failing. Flight systems compromised." FRIDAY said.

"Ah crap." Iron Man said.

Above him Harry leapt from platform to platform. With stuttering jets Iron Man gave chase, then kicked Harry and took aim, but the energy bold rebound off Spider-Man's webshooter onto himself. Iron Man dropped like a stone and landed on a lower platform.

"He's not going to stop. Go." Spider-Man said.

As Iron Man soar upwards, Spider-Man leapt and shot a wire which wrapped around Iron Man's neck and dragged him back down. He deflected Spider-Man's webshooter, then tried to target Harry.

"Come on, come on." Iron Man said.

"Targeting system's knackered, boss." Friday said.

"I'm eyeballing it." he said and his helmet retracted and he shut one eye, taking aim at the opening hatch.

He fired and hit the giant hinge which exploded, cutting of Harry's escape route. He flew up, blocks two swings from an iron pipe from him, then grabbed him around the neck from behind.

"Do you even remember them?"

"I remember all of them." Harry said and pushed them both from the walkway, Spider-Man jumped into them to deflect their fall.

Harry landed on a platform while Iron Man and Spider-Man landed on the concrete floor besides opening in the wall where snow drifts in from outside.

"This isn't gonna change what happened." Spider-Man said.

"I don't care. He killed my mom." Iron Man said.

They trade punched and Iron Man ended up pinning Spider-Man down. Harry picked up Spider-Man's webshooter and leapt down to help. As they fist fight with Iron Man the webshooter changed hands between them until Iron Man managed to zap Spider-Man who was thrown back into the wall. Harry struggled to hold Iron Man at bay as he unleashed an energy beam, then he forced Iron Man against the opposite wall and gripped the glowing core in the chest of the Iron Man Suit. A blast of energy knocked Harry down, metal arm completely blown away. Iron Man zapped him again. Spider-Man rushed him with his shield up and Iron Man fired right at it.


Helmut was outside, listening to a phone message.

"You should've seen his little face. Just try, okay? I'm going to bed. I love you." his wife said.

Then T'Challa snuck up behind him.

"I almost kill the wrong man." he said.

"Hardly an innocent one." Helmut said.

"This is all you wanted? To see them rip each other apart."

"My father lived outside the city. I thought we would be safe there. My son was excited. He could see the Iron Man from the car window. I told my wife, "Don't worry. They are fighting in the city. We're miles from harm." When the dust cleared . . . and the screaming stopped. It took me two days until I found their bodies. My father . . . still holding my wife and son in his arms. And the Avengers? They went home. I knew I couldn't kill them. More powerful men than me have tried. But, if I could get them to kill each other . . . I'm sorry about your father. He seemed a good man. With a dutiful son." Helmut said and deleted the message.

"Vengeance has consumed you. It's consuming them." T'Challa said, blinked ruefully and retracted the claws in his gloves. "I am done letting it consume me." Justice will come soon enough."

Helmut held a gun and smiled thinly.

"Tell that to the dead." he said and tried to shoot himself but T'Challa grabbed him just as he fires.

"The living are not done with you yet."


Iron man and Spider-Man were still fighting in the silo.

"You can't beat him hand to hand." FRIDAY said.

"Analyze his fight pattern." Iron Man said.

"Scanning!" she said and Iron Man's HUD flashed red as Spider-Man landed blow after blow. "Countermeasures ready."

Iron man grabbed Spider-Man's webshooter.

"Let's kick his ass." he said and flung the webshooter away then zapped Spider-Man backwards, head over heels.

Spider-Man raised and Iron man blocked his punches then zapped him to his knees, right in front of Harry who's lying on his back.

"He's my friend." Spider-Man said.

"So was I." Iron man said and punched Spider-Man then threw him back towards the gaps in the wall. "Stay down. Final warning."

Spider-Man struggled to his feet, his face bloody and his gate weary and raised his fists and stared Iron Man down.

"I can do this all day." he said.

Iron man raised his left palm ready to fire. Harry grabbed his leg and Iron Man spun, kicking him in the face. Spider-Man grabbed Iron Man and lifted him over his head, then threw him down, punched him and bashed his mask off with his fist before striking down hard on the suit's core. Iron Man looked horrified and glowered fearfully at Spider-Man who panted or breath. Both have blood spattered across their faces. Spider-Man looked back at Iron man then shut his eyes and slumped down. The shield remained upright, stuck upright in the center of the Iron Man Suit. When Spider-Man struggled up again he took hold of the webshooter, gripping the edge and pulling it free. He stepped away from Iron Man who rolled painfully onto his side. Harry lied bloodied but conscious, Spider-Man reached out and pulled him to his feet, holding him up as Iron Man looked on.

"Those webshooter don't just belong to you." Iron Man said and Spider-Man turned his back. "You don't deserve them. We made those webshooters together!" he said and Spider-Man stopped, raised his chin, then dropped the webshooters and walked away with Harry's arm around his shoulder.

"I can make them myself and don't need them. You know I'm smarter than you and am the one that created them. You just helped me by giving me the chemicals I needed." Spider-Man said and left.


In a secure chamber at the Berlin UN bunker Helmut's contained in a prison pod, his ankles cuffed to his seat. Everett Ross entered the chamber.

"Meals at eight and five. Toilet privileges twice a day. Raise your voice, zap. Touch the glass, zap. You step out of line, you deal with me. Please, step out of line. Hmm?" she said and Helmut just stared. "So how does it feel? To spend all that time, all that effort . . . and, to see it fail so spectacularly?"

Helmut looked up to meet Everett's gaze.

"Did it?" he asked.


Back at Avengers HQ, Harley was with Rhodey as he tentatively walked beside parallel bars with tech on his legs.

"It's just the first pass." Harley said.

"Give me some feedback. Anything you can think of. Shock absorption. Lateral movement. Cup holder?"

"You may wanna think about some AC down in . . ." Rhodey said and fell onto his hands.

"Let's go. I'll give you a hand."

"No, no, don't. Don't help me. Don't help me." Rhodey said and raised to his hands and knees, turned to sit on the floor beside Harley. "138. 138 combat missions. That's how many I've flown, Harley. Every one of them could've been my last, but I flew 'em. Because the fight needed to be fought. It's the same with these Accords. I signed because it was the right thing to do. And, yeah, this sucks. This is . . . this is a bad beat. But it hasn't change my mind. I don't think." he said, gave a crooked smile and took Harley's hand.

"You okay?"

"Oh yeah."

Then a FedEx driver knocked on the window with a packet in his hand.

"Are you Harley "Kanner"?" he said.

"Yes, this is-this is Harley "Kannner". You're in the right place. Thank you for that! I'm never dropping that, by the way. Table for one, Mr. "Kanner". Please, by the bathroom." Rhodey said.


Harley was alone and opened the package to find an envelope and a phone inside.

"Harley, I'm glad you're back at the compound. I don't like the idea of you rattling around a mansion by yourself. We all need family. The Avengers are yours, maybe more so than mine. I grew up with my aunt and uncle when I was 2. I never really fit in anywhere, even in Queens when I became Spider-Man. My faith's in people, I guess. Individuals. And I'm happy to say that, for the most part, they haven't let me down. Which is why I can't let them down either. Locks can be replaced, but maybe they shouldn't. I know I hurt you, Harley. I guess I thought by not telling you about your parents I was sparing you, but I can see now that I was really sparing myself, and I'm sorry. Hopefully one day you can understand. I wish we agreed on the Accords, I really do. I know you're doing what you believe in, and that's all any of us can do. That's all any of us should . . ." Peter said and as he read his letter off screen it's indicated that he broke his team out of the Raft.

"Priority call from Secretary Ross. There's been a breach at the Raft prison." FRIDAY said.

"Yeah, put him through." Harley said.

"Harley, we have a problem." Ross said.

"Ah, please hold."

"No. Don't . . ."

"So, no matter what. I promise you, if you need us, if you need me, I'll be there." Peter said.


At Wakanda, medical facility.

"You sure about this?" Peter asked.

"I can't trust my own mind. So, until they figure out how to get this stuff out of my head I think going back under is the best thing . . . for everybody." Harry said and went back into cryo.

Peter stood staring through a window and T'Challa walked towards him.

"Thank you for this." Peter said.

"Your friend and my father, they were both victims. If I can help one of them find peace…" T'Challa said.

"You know, If they find out he's here . . . they'll come for him."

"Let them try."