"Any sign of the experiment?"

In the pristine and highly advanced labs of Oscorp, Norman Osborn was joined by Adrian Toomes, as they were interrogating one of the scientists in their employ. The scientist, a brown haired woman with glasses, was typing away at a computer, trying to find anything.

"Sorry, sir," she said. "Nothing."

"Blast it Osborn!" Adrian cursed. "This is your fault!"

Norman took a deep breath, calming himself. "I assure you, Mister Toomes, that it was entirely necessary. A field test just showed what worked positively, and what didn't."

"He went right after Stark!" Adrian shouted. "Do you honestly believe that I'm not smart enough to figure out that that was due to you!?"

"Believe what you want, Agent," Osborn dismissed. "The fact of the matter is, we have a contract, and I promise you, you will get quality. Now, how about we prepare the next project?"

The two started walking out of the lab, before Norman stopped near the door. He turned to another scientist, frowning.

"Prepare Flint Marko. Now."


Peter's head was killing him. He felt swimmy, as he could barely focus on where he was, or what happened to him. He was fighting Scorpion, and the next thing he knew...

His eyes flung open, as he shot up, to take in his surroundings. It seemed he was in a med bay of some kind, as he was laying in one of their beds. He still had his costume on, but his mask was off. However, he quickly tore his attention away from that.

He instead focused on the other man in the room. He had dark skin, obviously old and scarred, and completely bald. He wore a dark trench coat, and had an eye patch over his left eye. He had an aura of mysteriousness to him, one that Peter wasn't used to.

"How are you doing, kid?" He asked, slowly approaching the teenager. "I have to tell you, you gave us quite the scare."

"Who...who are you? Where am I?" Peter asked, uneasy.

The man just smirked a little. "Relax son. You're safe. You're inside the Stark Tower Medical Bay. My name is Nick Fury, Director of SHIELD. I thought that before you went back down to the others, we could have a little chat...Peter."

Peter felt panic rise in his chest. "Who told you?"

Fury put his hands behind his back. "No one told me. We knew for a very long time. Ever since your first week as Spider-Man, we've been keeping tabs on you on double level 7 security clearance, trying to figure out if you're really as big a menace as that blowhard at the Daily Bugle, Jameson, has claimed."

"And?"

"And, obviously, you're not," the director said, staring dead in the young hero's eyes. "In fact, it seems you're the complete opposite. You're helping things. However, that brings us to that talk I want to have."

"Is it about the birds and the bees?" Peter asked, feeling uncomfortable.

"This isn't a joking matter," Fury stated, matter-of-factly, as he leaned towards Peter, who was still on the bed. "It's about whether or not you know what kind of life you're entering."

Peter went quiet, stunned at the man. This isn't any ordinary person. He had authority coming off of him in droves, and the teenager didn't dare interrupt. He just waited for the eye patched man to continue.

"This ain't a glamorous life," Fury told him. "It's one of heartbreak, sacrifice, and more pain than could even physically be possible. You're lucky that it's been this easy for you so far, but trust me, that's going to end soon. If you stop now, you can just go about your life as a normal kid. One with freaky spider powers, but normal. But if you keep going down this path, there is no turning back."

Peter considered this for a moment.

"It's a tough gig," Fury admitted. "But someone has to do it. Are you that someone?"

The teenager thought about it for a second. Should he just quit while he's ahead? Just try to lead a normal live, try to be a scientist like he always dreamed? Maybe get a girlfriend, stop Aunt May from worrying about him? Let his powers go to waste...

No. He can't. He knows exactly what it's like to just sit back. How people get hurt. His Uncle Ben taught him better. Like it or not, with great power comes great responsibility, and no one has more responsibility than him. He won't let Uncle Ben's memory be forgotten.

"I'll be that someone," Peter emphatically stated. "I'm ready."

Fury straightened up, as he looked at the boy for a second. "I hope so, son," he told him. "For your sake, and for this city's. Now, how about you go down and join the others? If you're feeling up for it, that is."

Peter gave a curt nod, as he got up off the bed, grabbing his mask on the nightstand next to it, and heading towards the door.

"And Peter."

The teenager turned around, as he stared at the mysterious man.

"Let's keep this conversation between us. And remember boy, I got my eye on you."

"I bet you do," Peter said, as he walked out of the room, leaving the room, and leaving the director alone.

Once by himself, Fury tapped on a communicator on his wrist, calling a secure line.

"Director?" It buzzed.

"Agent Hill," he started. "Bring up every file we have on Mary and Richard Parker, and prepare them for when I get back. I want to know everything there is to know about the Parker family."

"Yes sir."


On the outskirts of the city, near the river, snow was lightly falling from the sky, as all was still. Waves from the river would gently crash against concrete, being the only sound in a peaceful night.

Suddenly, a green claw stuck out of the water, embedding itself into the concrete. A second one came out to do the same thing, as the figure of the Scorpion started to climb out of the icy water, his suit dripping wet. He was panting, trying to catch his breath, as he finally laid his feet flat on the ground.

"Kill them..." he muttered to himself. "Kill him..."

"If you could excuse me."

Scorpion whipped his head up, not expecting another voice. He looked up to see a slightly portly man, with bowl cut hair, propping himself on four, massive, metal legs. He was joined by a large man in a rhinoceros suit.

"I believe I could help you with your spider problem," Doctor Octopus stated. "My associate and I had similar experiences with him, and are planning on an...extermination, of sorts."

"Don't care about the Spider!" Scorpion growled. "Only want Stark!" He yelled, as his tail started whipping back and forth.

Rhino got into a fighting stance. "Calm down before I pummel ya, Stingboy!"

Otto raised on of his metal arms in front of Rhino, gesturing for the large criminal to stand down. "I assure you, Stark isn't the main issue here, Mister Gargan."

Scorpion suddenly perked up, his tail harmlessly falling back down. "Is that my...how did you know my name?"

"I know a vast amount about you, Mister Gargan. Including how to stop that suit from hurting you. Imagine it. All of the power, with none of the consequence. All you have to do, is help us crush the arachnid."

Scorpion seemed to consider it for a second, as he looked at his metallic claws. A thoughtful frown appeared on his face. "Deal. How do we do this? This...extermination."

Otto smirked. "First, we get a few more helpers. Then, we act."


Peter, still a bit bewildered by the day's events, wandered downstairs to the living room, mask in hand. He walked past a digital clock, to see that it was only around nine at night. He turned a corner, a little surprised at the sight.

Clint, Natasha, Steve, Tony, and Pepper, all sitting around, eating some pizza. Pepper had some bandages wrapped around her head, as she munched on a slice. They seemed to ignore the fact that the room was trashed, as they had flipped the couch back over and just rested there.

Steve was the first to notice Peter, as he rose off his seat. "Spider-Man!" He greeted warmly. "We're so happy that you're-"

"Yeah yeah yeah," Tony interrupted, getting in front of Steve and looking Peter dead in the eye. "Did you fix my robot?"

As if in answer to his question, the little robot that Peter had encountered floated by, the blue light on it blinking happily. It only had two metal appendages, instead of three.

The teenager rubbed the back of his head, a bit embarrassed. "Uh, not on purpose. I was trying to figure out your communication cards, and I figured I could learn something from the robot."

Tony stared at the little piece of machinery, as it seemed to stare right back. It blinked. "I'm gonna call it Blinky," he stated, before looking at Peter again. "How did you get it to work?"

"Uh, one of its leg things was tapping the power source."

Tony threw his arms up, slightly frustrated. "Why didn't I think of that?" He asked himself, as he went back to his pizza.

"Spider-Man," Cap started again, earning the young man's attention.

"His name's Peter!" Tony called.

"Peter. Thank you."

The teenager was taken aback. "What?"

"You threw yourself in the line of fire to save me. Scorpion would of dragged me down if it wasn't for you. You showed valor, heart, intelligence, and ability. Heh, if we had more guys like you in the war, we would've beaten Hitler a lot sooner."

Peter didn't know what to say. The greatest hero in American history was praising him. "Uh, thank you, sir," he stammered, unsure of himself.

"With a little time, and a little training, you could be the greatest hero of us all," Steve said, a smile on his face. "And I would be honored to be the one to help."

"Uh, hello?" Tony called. "Who found him in the first place? Maybe we should give credit to that guy?"

Steve slightly shook his head, exasperated. "Don't pat yourself too hard on the back Stark, you might hurt yourself."

Tony rolled his eyes, taking another bite of his food. He turned to Pepper, quietly checking to make sure she was ok, as Steve and Peter joined the others. Clint held a pizza box towards Peter, who gladly accepted it.

"We didn't know what you liked, so Tony bought everything on the menu," the archer explained, as he seemed to finally be warming up to the teen.

"Great," Peter said, as he started eating. "I'm starved. So, I have a question. Did anyone do CPR on me?"

"No," Pepper told him.

"Can I say someone gave me CPR? Preferably Black Widow?" He joked.

Natasha gave him a wry smile. "If you do, I'll kill you."

Peter looked at her silently for a moment. "Even when you're kidding, you're terrifying."

"Who said I was kidding?" She asked.

"I'm just going to keep my mouth shut," he stated.

"That's a first," Tony chided, making everyone give a chuckle. Peter frowned a little, a little stung that he was the butt of the joke.

Even around superheroes, he was the biggest nerd. Oh well, at least this is awesome. He took another bite of his slice, as he enjoyed the company of Earth's Mightiest Heroes.