It was early in the morning, as two construction workers, dog tired, walked side by side with each other as they entered a construction site. Wearing hard hats, orange vests, and holding a cup of coffee in their gloved hands, they unenthusiastically got ready to work in the cold.

As they walked over the sand covered ground, and past the machinery and steel beams that had been placed around the area.

"Ugh, damn Roxxon," one of them complained. "Why do we need to wake up at four in the morning for this? We can work when the damn sun's up."

"I hate those guys," the other said. "Don't they already have like, five buildings in the city?"

"Guess they needed another one," the first stated. "Ya know, cause they're dicks."

The two nodded their heads in agreement, as they prepared to start working. Suddenly, they felt the ground underneath them shift slightly.

"Ya feel that?" One asked in trepidation.

"Yeah...earthquake?"

"That wasn't no earthquake," He dismissed.

"There're small earthquakes!" The other argued.

"That ain't an earthquake!"

The ground moved slightly again, making the two look down. They then noticed that the grains of sand were starting to move.

"What the hell?" One quietly muttered.

The sand then quickly began picking up speed, as it swirled together in the center of the construction site, making the two construction workers fall over in terror, as the ground was literally pulled underneath their feet. The sand formed a large vortex, making the two run away in fear.

The vortex slowly turned into a large man, as Flint Marko laughed to himself. The Sandman was getting more powerful, and he loved it. Who needs money when you can just take whatever you want?

Soon, he'll be powerful enough to take over this entire city. He just needs some more sand. And dammit, he will find more.

Peter, back in his regular gray hoodie and jeans, tiredly walked into his home in Queens, ready to be done with the day. Going to the job fair was a tiring by itself, but getting repeatedly hit in the mouth by a guy who dressed like him was about was degrading as they come.

Inside his house, he walked into his living room, before he noticed the kitchen light was on. Peter furrowed his brow, as he looked at the clock on the wall of the living room. It was nine. Aunt May was usually asleep by now.

"Aunt May?" He called, as he walked through the open way to the kitchen, to see his guardian sitting at the table, looking at a piece of paper. She looked up from it, and gave him a tired smile.

"Oh, hello dear..." she greeted, her slightly wrinkled face trying to hide her uncertainty.

Peter was able to see it, however. "Aunt May, what's wrong?" He asked, concerned, as he sat down next to her at the table.

"Oh, don't worry about it," she told him. "I have it taken care of."

"Aunt May, if something's wrong, you need to tell me," Peter said, lovingly putting a hand on his Aunt's shoulder.

May sighed. "It's just...these bills..." she stated. "I have enough for the water and mortgage, but not enough for the lights."

"How much?" Peter asked.

"About a hundred dollars," she said, looking dejected.

Peter thought for a second, before he took out his wallet. He opened it up, to see he barely had a hundred dollars. Thanks to Eddie Brock, he wasn't able to get his usual amount of money this week, and he was saving what he had for Coney Island. He can't just cancel and risk losing Harry forever. But his aunt needed him.

"Here you go," Peter said, without giving it a second thought. He took his money out and gave it to his Aunt, who looked at him with wide, surprised eyes.

After a moment of stunned silence, his Aunt gave him a loving smile, as she started to tear up a bit. "Peter, you are such a sweet boy, and I am so proud of you. You're a fine young man, and you'll make this world a better place. I just know it."

Peter smiled at her. "Thanks Aunt May. I love you too," he told her, as she kissed his cheek.

"Now get some rest dear. You look dead tired."

She was right, and Peter did feel the need to sleep. "Goodnight," he told her, as he left the kitchen, and started making his way upstairs to his bedroom. Once there, he took out his cellphone, and dialed Gwen's number. After a couple of rings, she answered.

"Hey Pete," she greeted on the other end.

"Uh, hi, Gwen," he stammered slightly, not looking forward to this conversation.

"Uh oh, what's wrong?" She asked.

"Man, you know me way too well."

"Spill it."

Peter rubbed the back of his head, nervous. "I'm, uh, not going to be able to go to Coney Island."

"What!?" She cried. "Pete, you have to. I don't know if Harry would forgive you if you skipped out."

"I know, I know. My aunt needed money for the bills, and I just had enough to pay for it," he explained, feeling slightly bad for disappointing his friend.

"Wait, really?" She asked.

"Yeah..."

Gwen went quiet on the other end for a moment, before she sighed. "I'll pay for you."

"No, Gwen, I-"

"You needed to pay your bills. I get that, don't worry. I'll cover you, and you can just pay me back when you can."

Peter sighed in relief. "Gwen, you're amazing."

"Don't I know it. See you later, Pete."

"Bye," he said, before hanging up and plopping down on his bed. He closed his eyes, and fell asleep.

"Seriously, how have you never seen Star Wars?"

Tony and Steve were sitting on the couch in Tony's living area, having a type of movie night. They had popcorn, drinks, and were relaxing as the movie started up.

"I've been busy upstate," Steve started, eating a handful of popcorn. He ate it all, before continuing to talk. "Besides, I'm not a big fan of this, uh, what do you call it..."

"Science Fiction?" Tony guessed.

"That's the word."

"Can we even call it science fiction anymore?" Tony thought. "We fought aliens. Aliens are definitely real."

Steve shrugged. "Do these kinds of aliens exist though?"

Tony ate some popcorn. "I don't think so. So, I guess it could still be fiction. Like, historical fiction. It's based off real things, but isn't."

Steve nodded in agreement, before the two fell to silence. They watched Star Wars for a while, before Tony turned towards the first avenger.

"So," the billionaire started. "How are things upstate?"

"Pretty good," Steve answered. "Natasha and Clint are there right now, looking over things."

"Good," Tony said, nodding his head along in approval, before looking away. "Good."

Steve sighed. "Tony, what's going on?"

Tony whipped his head back towards his teammate. "What do you mean?"

Steve rolled his eyes. "Pepper."

"Is off on business."

"That she didn't want to attend to."

"I gave her a little push," Tony dismissed. "As her boyfriend, it's my job to help her out no matter what."

"This isn't about her professional life," Steve stated. "This is because of you."

"Hold on here," Tony said, getting defensive. "What're you trying to say?"

Steve stared at his friend for a few moments. "You aren't sleeping, you're constantly tense, and anytime someone asks you anything about Pepper, you block yourself off."

"Well, maybe if everyone was being so judgmental about it-"

"Tony-"

"NO!" Tony yelled, jumping off from the couch, and standing over the American icon, fuming. "Don't. Just don't. I'm doing this for her own good. She's in danger over here."

Steve was confused. "Danger? Is there something you aren't telling us?"

"No, it's just...the Rhino attacked me at Peter's school, even though I didn't officially schedule myself to be there. The Scorpion kidnapped me and Pepper, even though we had never met. The fake Spider-Man makes his first appearance when I was nearby. I don't know if it's all just a coincidence or, or if it's connected, but, they're all coming after me."

Steve frowned, not liking the distress his friend was going through. "Stark...Tony, we can help you. We're the Avengers. We're a team."

Tony looked down at the floor, before turning away from Cap. "We're a team. Gods among men to the world. But we're just men. And men can fall. I don't want Pepper around when that happens. And she won't be around until I can keep it from happening."

He walked away, as Steve rubbed his temples, sullen. He then looked up at the television screen, and continued watching the movie.

"So," he said to himself. "That's what a Wookie is."

"This is actually pretty fun."

It was Saturday afternoon at Coney Island, as the weather warmed up slightly. People were out in droves to take advantage, as the pier was covered in amusement park rides, food stands, and everything in between. Peter, Gwen, Mary Jane, and Harry had been there for about an hour now, and were having fun.

"Told ya, Harry," MJ laughed, as the four were walking side by side throughout the park.

"No need to brag, MJ," Harry joked, before looking at Peter. "Thanks for this, man."

"Thank Gwen," he said, smiling. "She's the one who got us to talk."

"I am amazing," Gwen agreed.

"Seriously though, Peter, I'm sorry," Harry told him.

Peter was confused. "For what?"

"For acting the way I did. You're my best friend Pete, and, I was just mad, and..."

"Apology accepted," Peter told him, as the two smiled, everything forgiven by the two.

Gwen loved the scene in front of her, as she clapped ecstatically. "Yay, we're all friends again! Now, what should we do next?"

Mary Jane thought about it. "Maybe we could-"

The wooden pier underneath them creaked slightly, interrupting the red head. The slight creaks continued, before they got louder and louder, making the four friends look at each other in confusion. The pier then began shaking violently, making the four gasp in shock as they fell to the ground.

"What the heck!?" Peter cried, not sure what was going on. He looked up, to see the beach that the pier was connected to, rising up from the ground. The large wave of sand started to cover the amusement park, making the civilians there scream in terror.

"What's happening?" Harry yelled, scared.

"Oh no..." Peter trailed, realizing what was happening. Sand covered the entire wooden pier, as giant hands started popping up all over the place, as they began reaching and grabbing anything near to them. People ran as fast they possibly could away from them, but to no avail, as they covered all of Coney Island.

A giant hand then popped up in-between Peter and his friends, blocking the brunette boy off. Peter then got up and started running as fast as he could away from it, only to see a sight that was even more terrifying.

The Sandman's body and torso, at least 50 feet tall, standing high above everything around him, a smug smile on his face. "The Sandman is here, and he ain't ever going away! New York, you're mine now!"

Peter stared in terror, not sure if there was anything he could do.