"I'm sure he's around here somewhere."

It was a cold night in Hell's Kitchen, as Foggy Nelson was wandering around the law offices he owns with his partner, Matt Murdock. He was on the phone with a client, trying to find his best friend.

"I know, your court case is Monday. I'm sure Mister Murdock has everything prepared. The man may be blind, but he has an eye for law...yes, I'm well aware that was corny."

He walked around the relatively small offices, trying to find any sign of his friend. He saw nothing. With a sigh away from the phone, he started to talk to the client again. "Sorry, but Mister Murdock is actually pretty busy right now. Any chance he can call you back? Great, thank you."

Foggy hung up, as he rubbed his forehead in exasperation. "Dammit Matt," he cursed to himself. "Ya always do this. What the heck are ya doing?"

It was a Saturday afternoon at Avengers Tower, as everything was calm and still.

Except in the training room, where Spider-Man was sparing with Captain America, and was losing. The smooth metallic walls surrounded the heroes, as they were constantly trying to get the better of the other.

Spidey had been throwing left hooks, right hooks, roundhouses, webs, and just about every other kind of attack at the patriot, but just couldn't get anything past him.

"Come on, Peter!" Cap called, as he lifted his shield up to block a fist by Spider-Man. "You need to be focused!"

"I am!" Peter said, as he jumped at the star-spangled avenger with his feet flying first. He landed on Cap's shield, and then jumped off, quickly landing behind him. He swept Steve's feet, only for Cap to quickly catch himself and kip back up, before delivering a backhand to the webhead, knocking him back.

Peter rolled away on the ground, before he just laid there, trying to catch his breath. He looked up, to see Captain America standing over him, holding out his hand. Peter took it, as he was pulled up by the living fossil.

"You're getting too hot headed," Cap told him. "All it takes is one slip up, and any enemy could have you down for the count."

Peter brushed off his costume, regaining some composure. "Well, as long as I don't have to fight you again, I think I'm good."

Steve rolled his eyes. "Peter, you need to listen to me. You can't take this for granted. You need to improve."

Peter was a bit taken aback. "Improve? I've been doing this for a while. I think I've improved as much as I could."

"Well, then you're wrong. Everyone can improve. Everyone."

Peter sighed. "If you say so. I'm going to take a break from getting beat up by a living American flag. See ya," he said, as the teenager made his way out of the room.

"Whenever you're up for it, we'll have another session," Cap told him.

"Great, see you in five thousand years!" Spidey called back, leaving the first avenger behind.

The teenager made his way around the tower, as he finally walked into the living area, to see Tony Stark himself, relaxing on the couch. Noticing the young hero, he turned to him. "Hey kid, didn't know you were here."

Peter took his mask off, and sat down next to the billionaire. "I just swung by to see what was going on. Then Steve made me spar with him."

"Uh oh. How bad did it go?" Tony asked.

"He whooped me so hard, I'm worried my Aunt felt it," Peter answered.

"Sounds rough," Tony stated. "JARVIS?"

"Yes, sir?" The robotic voice rang.

"Give Parker the usual."

"Right away," JARVIS answered, as Blinky the robot soon came floating in, a can of root beer in its tiny metal arms. It dropped the can into Peter's hand.

"Thanks pal," Peter said, as the small robot's blue light flickered slightly in acknowledgement, before floating away. Peter opened the can, and started drinking it.

"Don't let Steve get to you," Tony told him. "He always does stuff like this. He tried to teach me to box. Pretty sure it was just an excuse to hit me in the face."

"He must of made the others soooo jealous," Peter joked.

It earned a chuckle from Tony. "Wise guy. He has a thing for trying to improve others. I say if you think you're good, then you're good."

"Agreed," Peter said, nodding. Suddenly, his cellphone started ringing, prompting him to dig it out of his costume. Tony raised an eyebrow, noticing that it was a flip phone.

"Remind me to buy you a new phone," Tony said, as Peter answered.

"Hello?"

"Hey Pete, it's Gwen," he heard on the other end.

"Oh, hi Gwen," he greeted, making Tony look at the boy curiously.

"Where are you?"

"I'm at Avengers Tower. Why?"

He heard a deep sigh. "Pete, it's Saturday."

"Uh, cool?"

"Not cool. We all agreed to go to the movies, remember?"

Peter's eyes widened. "Oh my god! I totally forgot! I'm-I'm so sorry! Look, I'll, uh, I'll come over right away."

"Fine. Just please hurry."

"I will, bye!" Peter said, as he hung up and quickly threw his mask on, getting up from the couch.

"Why do you keep calling it 'Avengers Tower'?" Tony asked. "It's Stark Tower. I paid for it."

"Well, it does have a giant 'A' on it," Peter stated, as he made sure he had all of his things.

"So does Steve, but you don't call him 'Captain Avenger', do you?"

"It would be a pretty cool name," Peter said, checking his web shooters to make sure he had enough fluid in them.

"...Yeah, I guess it would. Are you going to tell me who this Gwen is?" Tony asked.

"Nope. Bye!" Peter called, as he quickly made his way out to the balcony, and jumped off the ledge, shooting a web and starting to swing towards his friends.

Tony just chuckled to himself, as he looked at Peter's abandon beverage. "Captain Avenger," he laughed to himself, as he wiped off the edge of the soda can and started drinking it.

Oh man oh man oh man oh man.

Peter swung as fast as he could back to Queens, trying to get to his friends as quickly as possible. He was chastising himself in his head. Smooth move, letting your only three friends in the entire world down because you were busy playing superhero.

Suddenly, Peter felt his spider sense go off, as he looked down to see what appeared to be a beam of lightning barreling down the streets.

"Oh boy..." Peter muttered to himself. Time to play superhero.

Electro, clad in his yellow and green costume, was flying through the streets, a bag of money in hand. He was smirking deviously, happy to be getting away with his crime, as a few cop cars were following far behind.

"Suckers!" He called out, laughing to himself. "You idiots couldn't catch me on your best day!"

"How about this idiot?" Spider-Man asked, as he sprayed a net of webs over the human lightning rod, making him slow down.

"Ack! Bug Brain!? That you!?" He cried, as he started zapping the webbing off of him, as he was still flying away.

"I hope so, otherwise I have no idea who's about to beat you up," Peter quipped, as he was swinging alongside Electro, trying to hit him with swinging kicks as the villain kept dodging.

"Real funny! Let's see how funny it is when they're pulling your burnt body off the pavement!" He yelled, as he threw a stream of electricity at the webhead, who barely dodged in time.

"Didn't your mother ever tell you it's rude to throw lightning bolts at men in tights?" He asked, as he threw a punch, which connected to the still moving Electro's jaw.

Electro just rolled throw it, the two moving quickly down the street, trading attacks. "I've had enough of you!" He yelled, as he shot another bolt of lightning at Spidey, connecting to the hero's chest.

"AHH!" Peter cried, as his body convulsed involuntarily, making him fall down to the hard concrete road, and rolling slightly. While he was on the ground, trying to recover, Electro began to fly away.

"See ya later, Bug Boy!" He mocked, before disappearing from Peter's sight.

"That's right," the wall crawler weakly said, as he got back to his feet. "You better run..."

He looked up, to see several police cars in front of him, parked. Multiple cops were pointing their pistols at him, some shaking slightly. "NYPD! FREEZE!"

Peter sighed. "Really? You think I had a part in this? Didn't you see me punch the lightning guy in the face? Do friends really do that?"

"Hands over your head!" The cop in the front yelled.

"Remember that time I worked with the Avengers?"

"I said, HANDS ABOVE YOUR HEAD!" The cop cried, cocking his gun.

Peter rolled his eyes under his mask, as he put his hands up over his head. "Fine, you got me." Suddenly, he shot two webs out of his wrists, pulling himself out of there before the cops realized what was going on.

"Sorry!" He called back as he started swinging away. "I respect you guys! Hope you know that!"

The cops scratched their heads in confusion over what just happened, as Spidey swung out of sight, worried about how angry his friends would be with him.

"Where the hell is Pete?"

Harry Osborn was impatiently looking at his watch, as Mary Jane and Gwen stood next to him outside the movie theater, bundled up in their winter clothes, chilly.

"He said he was coming," Gwen said, as Mary Jane blew into her gloved hands, trying to warm up.

"Why aren't we waiting inside?" MJ asked, annoyed.

"We have to buy tickets once we're in there," Harry explained. "And I'm not spending money on someone who isn't showing up."

"He's showing up!" Gwen said, as she fixed her purple winter hat that was covering her long blonde hair.

She looked around, to see Peter, wearing his winter clothes, running straight towards them. "Guys!" He called. "Hey!" Suddenly, he slipped on a patch of ice, and fell down right in front of his friends, making Gwen and Mary laugh slightly, while Harry put his face in his hands.

"Smooth move, Pete," Harry deadpanned, as he held out a hand for Peter to take.

"Heh, yeah," Peter awkwardly agreed, accepting the hand and being pulled up. "Not exactly the best way to start an apology."

"Hey, if you have a good one, I'm all ears," Harry told him, still a bit irritated.

"Well, I was working over at Stark Tower, and-"

Peter cut himself off when Harry rolled his eyes, visibly miffed about something.

"What?" Peter asked, confused. "Did I miss something?"

Mary Jane patted the redheaded boy's shoulder. "When Stark was doing that interview thing with everyone, he interviewed Harry."

"The jerk," Harry added.

"What happened?" Peter asked, still confused. "What did he do?"

"Everything was going fine!" Harry almost yelled. "He liked my attitude, he liked my extracurriculars, he liked everything! Until he read my last name..."

Peter's face fell, knowing exactly what happened. "Osborn..." he muttered.

"Yep! 'Sorry kid'", he said in a mocking voice. "'I don't work with Osborns. Could never trust an Osborn! Could never trust the competition! Blah blah blah'", he scathed.

Peter rubbed the back of his head at the news. "I'm sorry Harry."

Harry scoffed. "Forget it. You probably don't care."

Peter was hurt at the words. "Harry, you're my best friend! How could I not care?"

Harry waved his hand dismissivly at the brunette, as Gwen and MJ watched the confrontation awkwardly from the sidelines. "You got the job! You're always working over there now, around all these superheroes and everything. I bet you're just basking in it! Hell, I bet you're raking in the dough selling pictures of that place to the Bugle!"

"I haven't done anything like that!" Peter defended.

"Save your breath!" Harry told him. "Even if you don't, we all know what you really care about!" Harry looked at his watch. "We missed the movie by an hour because of you. The next showing isn't until seven, and I'm going to be busy with that history project. So much for a fun day out. Thanks Pete," he finished bitterly, as he walked away, steamed.

Peter felt a pit in his stomach, as he watched his best friend in the world storm away. He felt terrible, knowing that he has been letting his Spider-Man responsibilities get in the way of his friends. "I'm...I'm sorry..." he told his remaining friends, sad.

Gwen came up to him, and gently touched his arm. "Pete, it's ok. It's not really you. I mean, you've always been forgetful. Harry's use to that."

Mary Jane nodded, the fiery redhead not happy with what she just saw. "I think Harry's just going through a lot right now. His dad might have something to do with it. I heard he's working a lot more than usual."

"Plus, that Stark thing didn't help," Gwen explained, as Peter looked at his feet.

"Maybe. It's just...ugh," Peter groaned. "I'm an idiot."

"You're not an idiot," Mary Jane dismissed.

"I'm totally an idiot," Peter argued. "I should be there for him. I..." he trailed off, not quite sure how to finish his thought.

"Maybe we should just head home," Gwen suggested, making her two friends nod in agreement. The three separated, as they started to walk away from each other.

"Hey Pete!" Gwen called, making the brunette look back for a second at the beautiful blonde. "You're not an idiot! Remember that!"

Peter gave a weak smile. "I'll remember."

He was such an idiot.

It was a little bit later, as Peter, now in his Spider-Man outfit, was swinging around the cold city, the early February weather nipping him as he moved. He decided to clear his head the best way he knew how.

By racing through the city on his webs, of course.

He felt so bad about Harry. His friend had a point. He was letting those he cared about down while he worked over at Avengers Tower. And by "work at Avengers Tower", he means "putting on a funny costume and kicking criminals' butts."

They had planned on going to the movies all week, and of course, Ol' Airhead Parker had to forget. Typical.

And poor Harry is under enough stress already without thinking about if he could count on his friends. When your distant dad is the head of a mega corporation, and when you're a teenager struggling to get through certain classes while also having a life, things can be hard.

Peter landed on a wall, sticking to it like glue as he leaned his back onto it. He hated this. Having to juggle being a hero with family, friends, school, work, and now the Avengers. Sure he wasn't an official member, but he doubt they'll care much when they have to call him in to stop an alien invasion or something.

"Man, I need something to take my mind off this..." he muttered to himself.

As an answer to his thoughts, he saw Electro once again, another bag of money in his hand, flying way down below the webhead, that same arrogant grin on his face as before. Peter noticed that he was heading into Hell's Kitchen.

"Well, that will do," he stated, as he shot out a web and started to swing after him. "Alright Electro, get ready for round two."