Spider-Man swung across the city, going as fast as he could. Captain America sounded serious over the communication card, and if there's one person that Spidey doesn't want mad at him, it's Cap.

As he moved across New York, cold wind whipping by him, he had to wonder exactly what they wanted to talk to him about. Did something bad happen? Did they decided that it would be better for him to not hang around at the tower? Man, he hoped not. He really enjoyed being around the Avengers. Steve was always eager to help train him, Tony was great to hang out with, and even Clint and Natasha were nice to talk to. Even when they scare the heck out of him.

Thinking hard about what the Avengers wanted, Peter suddenly noticed a very, very odd sight. A giant cloud of dust, flying through the air.

"You don't see that every day," he commented to himself, as he swung closer to it to see what was going on.

The cloud lowered itself down to street level, as the sand suddenly pushed against the glass of a high end jewelry store. After a few seconds, the glass broke completely, scaring the customers and employees inside. The security guards present pulled their guns out of their pockets, and shot at the cloud, to no effect. The sand then formed into a long tendril, and whipped the guards hard across the chest, knocking them out cold.

Peter landed at the front of the store, to see the civilians laying the ground with their hands over their heads, terrified. The cloud of sand started swirling around, getting smaller and smaller until it started taking the form of a slightly burly man, with short brown hair, a green, striped shirt, and tan slacks. He smiled as he saw the display cases that were filled with diamonds.

"Man!" He laughed. "These powers are freakin' awesome!"

"Are they now!?" Peter mocked in an overly stereotypical New York accent, making the man turn towards the hero.

"Spider-Man!?" The man exclaimed.

"Aw, you do know me," Spidey quipped, back in his normal voice. "I knew this superhero gig would make me famous one day. So, who are you suppose to be?"

"Name's Flint. But you can call me, The Sandman!" He exclaimed, as one of his arms turned into a giant hammer, and it extended towards the teenager. With his spider sense blaring, he dodged the attack, only to meet a large sandy fist, which struck him hard, making him crash into a nearby wall.

As he recovered, Peter noticed a young woman who was looking at him, scared for her life. "Don't worry," he reassured. "Everything is under control."

Suddenly, a giant sand hand grabbed him by the arm, and threw him into the wall on the other side of the store. Marko just chuckled, as Peter slowly got back to his feet. "This all you got, ya insect? I thought that the mighty Spider-Man would have more fight in 'em then that!"

The wall crawler got back to his feet, shaking the cobwebs out. "Ok tough guy," he said, as he jumped towards Sandman. "Let's see how you like a knuckle sandwich from your friendly neighborhood-"

He cut himself off when he made contact, and his fist just got stuck inside Flint's chest. Sandman gave him a big toothy grin, before he turned into a giant ball of sand which encased Peter. Peter started panicking as he was suddenly being thrown around the store, nothing but sand in his vision, as he could hear the sounds of destruction and screams of the patrons from outside the sand ball.

Disoriented and drained, Peter was finally spat out by the Sandman, and landed motionlessly on the floor as Sandman changed back into his usual form. Noticing that Spider-Man was down for the count, Marko encased the jewels that were around him in sand, grabbing them. He then transformed into a cloud once more, as he flew out of the store, laughing maniacally.

Peter groaned, as he rubbed the back of his head. "I feel like I got hit by a desert," He murmured to himself, as he rolled up his mask to his nose, and started spitting out some sand.

The customers started getting up from the ground, a few of them looking at the web head in spite. "Good job!" An older woman snidely commented. "He got away! What kind of man are you?"

Peter slowly got to his feet. "Glad to help," he dryly stated, as he rolled his mask back down.

"Jameson was right! You are terrible!" The older woman spat.

"Hey, leave the guy alone," a younger, blonde woman told her, as she came towards the two. "At least he tried to help. And he stopped that crazy guy from hurting any of us."

The older woman scoffed, as she walked away. The young woman smiled at the teenager, who was flabbergasted by the kindness of the stranger, who actually seemed to be about his age. "Uh, thanks, I really appreciate it Miss..."

The girl stuck her hand out. "Hardy. Felicia Hardy," she introduced, as the two shook hands.

"Bond," Peter greeted. "James Bond. Wait, that's the other guy," he joked, earning a laugh from Felicia.

"Anyway, thanks for trying. Things could've been a lot worse if you didn't show up," she stated.

"Well, it's the least I could do," Peter said, studying the girl. Had he seen her before? She looked strangely familiar. Then he remembered the situation at hand. "Sorry to cut this short, but I gotta go!" He announced, as he started running out of the store. "Don't get attack by super powered freaks anymore!" He told the girl, before he swung away, leaving her behind.

Felicia sighed, as she looked at the destroyed store, completely empty of its contents. "Guess I have to find a new score," she muttered to herself.

"HERE I AM! DUN DUN ROCK YOU LIKE A HURRICANE!"

On a plane high above the Atlantic Ocean, several passengers were looking on in slight fear of the crazed man in red and black spandex who was sitting in his seat, ear phones covering his masked head, as he sung along to one of his favorite songs.

"HERE I AM!" Deadpool sung, off-key. "ROCK YA LIKE A HURRICAAAAAAANE!" He squeaked. The hefty business man that was next to him was sleeping, making Deadpool huff. "How come he got the window seat? He ain't even using it!"

The man, almost in response, snorted.

"Screw you!" The Merc with a Mouth exclaimed, before sighing. "Oh well, this is still a pretty sweet deal. A free trip in first class to New York, and all the free peanuts I can eat. Fisk even took my name off the no flight list! That's the VIP treatment!"

A stewardess, cautious, walked up to the costumed freak. "Would you like anything else, sir?" She asked with slight trepidation.

"Do you have any Mexican food? Taco? Burrito? Chimichanga?" He asked.

"Uh, no," the stewardess answered, as she noticed the mercenary was looking at her cleavage.

"Then I'm good," Deadpool answered, dismissing the woman. Wade then looked at the person to his right, as he shook his head. "Window seat," he lamented.

After a little while, Spider-Man finally arrived at Avengers Tower, where he climbed up over the balcony, and into the living area. He saw Steve, Tony, Clint, and Natasha grouped together, talking seriously among themselves.

"Hey guys," Peter greeted, taking off his mask. His introduction led to the group of heroes all turning towards him, grave looks on their faces. Peter immediately felt unease.

"Kid," Tony started, a serious tone to his voice. "We need to talk."

Peter was actually really scared. "Is this about that last donut?" He asked, trying to calm down. "Cause I'm pretty sure Hawkeye took it."

"It ain't about any damn donut," a familiar voice interrupted. Everyone turned to see Nick Fury, in his long black coat and a scowl on his face, storming towards the young man.

"Fury, we agreed that we would handle this," Steve protested.

"I didn't agree to anything," the director of SHIELD stated. "Especially anything that concerns this punk kid robbing a museum."

"Wait, what?!" Peter exclaimed, confused.

"Don't try and act innocent," Fury ordered. "We have you on multiple security cameras stealing that vase, and fighting Stark over here."

Peter gave a curious glance towards Tony, who had a small bruise on his cheek. "You clocked me pretty hard."

"I...I didn't..." Peter stammered, not sure what's going on.

"Now, everyone on the Helicarrier is going crazy!" Fury barked. "My superiors are calling for your immediate arrest!"

"Arrest!?" Peter repeated, scared.

Tony shook his head, getting into the middle of the two. "Now wait a minute," he said. "Something here isn't right."

"I was at school all day," Peter stated.

Clint had his arms crossed. "Are you positive? If you're honest, we can be a lot more lenient."

"I'm positive!" Peter yelled.

"Calm down," Natasha told him. "If you come with us, we could-"

"Could what!?" Peter yelled, fear on his face. "Arrest me for some crime I didn't do!? Sure, sounds like a fun time!" He blabbered on.

Steve rubbed his head, before looking at Fury. "This doesn't make any sense," he said. "Peter's a good kid, and a great soldier. I've seen it myself."

Fury sighed. "While your optimism is greatly appreciated Captain Rodgers, I'm afraid it's also incredibly naïve. It's obvious the kid did it."

"No," Tony stated, rubbing his chin. "Something's wrong. He wasn't acting right."

"Who?" Steve asked.

"The Spider-Man I fought. He wasn't acting like the real Spidey."

Fury rolled his good eye. "Stark, what the hell are you getting at?"

Tony smirked. "It wasn't Peter," he arrogantly stated, making Peter sigh in relief as the others were confused.

"Tony, I don't want him to get in trouble either, but it was him," Natasha stated, making Barton nod in agreement.

"Nope. Not Peter."

"He had all the abilities of Spider-Man!" Fury argued. "Now, I don't like it, but I have a job to do, so if you don't mind, I'll be taking the kid."

"Fury," Steve warned, stepping in front of the brunette. "It isn't him."

Fury was getting frustrated. "How could you possibly argue that it wasn't him?"

"Simple," Tony stated. "If it looks like a spider, and acts like a spider, but doesn't TALK like a spider, then it isn't a spider."

Fury arched an eyebrow. "What?"

"The Spider-Man I fought wasn't talking," Stark stated, before pointing at Peter. "This kid barely shuts up. Even if he went to the dark side, he would've kept chattering on."

Fury considered this. "What school do you go to, kid?" He asked Peter.

The teenager rubbed the back of his head. "Midtown High."

Fury then pulled out a small device from his pocket. The device looked like an advanced smartphone, as he started typing away on it with one hand.

"Wait," Barton said. "You didn't know what school he went to?"

"We have the basics on him," The director stated. "We figured we didn't have to pry too much." He waited a few moments, before reading the information that came up. "Peter Parker, present to all classes today, and late to one."

"I was caught in the bathroom," Peter clarified.

Fury put the device away. "Your story checks out. Which means we have an issue on our hands. Who's this other Spider-Man?"

Stark thought about it for a moment. "He had all of the original powers, it seemed. Hmmm..."

"We can figure it out later," Steve interrupted. "Right now we should make sure that this doesn't happen again."

Tony snapped his fingers. "Right. Come on Kid, we're going to make you something special."

"Can it be a turtleneck sweater?" Peter asked, calm.

"Ask Steve to make one. Daddy Tony's gonna make you some cool tech," he said, moving towards his lab with Steve and Peter following.

"Never say that again," Peter shuddered.

"Seconded," Steve added.

"You're just mad that you're the mommy," Tony commented, before looking at Fury. "If you could please see yourself out, this tower has a time limit for shady government types to hang around."

With that, the three of them disappeared from the room, as Clint and Natasha went back to their business. Fury, meanwhile, started to leave, bringing his wrist communicator to his mouth. "Agent Hill?"

"Yes, sir?" Her voice chirped.

"Add more surveillance to Parker," he ordered. "And continue with that background check."

"Yes, sir."