"Oh Peter, you look so handsome!"

Peter rubbed the back of his neck, as he stood in his house's living room, wearing his suit, while his Aunt May fixed his collar. The suit Peter was wearing was an old suit his Uncle Ben used to have. He never wore it, due to the tears in some of the seams, but when Peter needed something formal to wear, Aunt May dug it out of his old closet, and sewed the holes together.

Peter was completely nervous. "Uh, thanks Aunt May," he said, awkwardly, not quite used to wearing something so fancy. He felt like he was being choked by the collar, but just assumed that's how all suits were.

"Peter, stop fidgeting," his aunt told him.

"I'm not fidgeting," Peter said, shaking slightly.

"Honey, you're fidgeting," May gently told him, as she finished fixing his old blue tie. "Dear, everything will be fine."

"Are you sure?" He asked, as he studied the tie. "What if I mess up? I don't have any date experience. Is this tie right?"

"The tie's fine," May reassured him.

"I have a red one."

"It's fine," May said, as she put a loving hand on his shoulder. "Gwen has been your friend for years. She likes you, Peter. You'll been fine. Just relax, and have a fun night, ok?"

Peter gave her a sweet smile. "Ok, Aunt May," he said, slightly calmer as he got a kiss on the cheek from his loving guardian.

"Now get going dearie," she said. "You don't want to be late!"

Peter nodded, as his aunt started pushing him out of the house. "Ok!" He laughed slightly. "I'm going! I don't think you've ever been so excited to see me leave the house before!"

Aunt May simply laughed, as she got him out of the house, closing the front door behind him. Peter, with new found confidence, stepped off of the front porch of his house, and walked towards the sidewalk.

After walking down a block however, a black car suddenly rolled up in front of him, the window rolling down, to show Clint Barton, a stoic look on his face. "Get in," he ordered.

"Clint?" Peter said, looking around to make sure his neighbors didn't see him. "What are you-?"

"Kid, when I say get in the car, you get in the car," The archer said, dead serious.

Peter, not liking the tone in Clint's voice, got into the passenger seat of the car. Before Peter could even put his seatbelt on, Clint sped off as fast as he could. "Any chance we could hurry with whatever this is?" Peter asked. "I have a date tonight."

"I know," Hawkeye stated. "Don't worry, this won't take long."

"Since I got into a strange car, can I have some candy?" Peter asked. "Or a puppy?"

Clint gave him a little look, before scoffing, a grin on his face. "You're a weird kid," he stated.

"Says the man with the bow and arrow," Peter retorted, the car accelerating down the road, quickly closing in on its destination.

"Director Fury, I just need to know the specifics."

Reed Richards was in his underground laboratory, looking at the small computer monitor in front of him. On the screen was Nick Fury himself, with the same unamused scowl on his face as usual. "You know everything you need to know, doctor," Fury told him.

Reed shook his head. "No, if you told me the exact nature of what you're using this for, I should be able to amplify the power of the device ten fold. But to do that, I need to know what you're doing with it."

Fury shook his head. "Richards, you and Stark are two of the greatest minds today. Whatever you give us will be more than enough."

"Why did you choose me?" Reed asked, as he connected something in his mind.

"Didn't you just hear-"

"If you're just looking for something that gets the job done, then you would of gone straight to Tony, straight to the Avengers. Why did you need me?"

"Because we did," Fury stated, with a tone in his voice telling him to drop it.

Reed did not. "You needed my expertise above all else. Why?"

"Richards-"

"What is Victor doing?" Reed pieced together.

Fury went silent, his face hard. After a moment, he sighed. "We don't know. That's why we needed your device, to tap into his communications."

"Because I'm more familiar with his advanced technology," Reed stated, "meaning by default, I would make ways to counteract it."

"That's right."

"Sir, you know the Fantastic Four are more than willing to-"

"I'm afraid it isn't that simple," Fury said. "There are procedures that have to be taken. Bylaws we have to avoid. He hasn't attacked us yet, so we can't do much." Fury then frowned into an even more serious expression. "But he's up to something. And we need to figure out what."

Reed nodded. "I'll get back to work then."

"Please do," Fury politely asked, before the transmission ended.

With the stakes being slightly more clear, Reed started tinkering on the device once more, not willing to let his arch-enemy complete whatever he was planning. If he did, that could spell disaster on the world.

"Clint, what is going on!?"

Peter was starting to get frustrated with the archer, as the two walked into Stark Tower, with the teenager following the experienced SHIELD agent close behind.

"You'll find out in a second," Hawkeye told him.

"You said that a second ago," Peter quipped.

"And the second before that. And the second before that. And, oh yeah, the second before THAT. Just shut up and follow me," Clint said, as the two maneuvered through the many halls of the tower.

"Can I blab and follow?" Peter joked, as Clint rolled his eyes.

"Tell me, how didn't Natasha kill you yet?" Clint asked, a small grin on his face.

"I think she likes the fact that I can beat you at video games," Peter stated.

"Hey!" Clint said, offended. "You cheat all the time at Mario Kart!"

"Using the items isn't considered cheating."

"It is to me," Clint said, as the two got to the door to the living area. "Anyway, close your eyes."

"Uh, what?" Peter asked.

"Close your eyes! Jeez, can't you just do what I ask the first time? I hate repeating myself."

"I'm sorry, I wasn't listening, could you repeat that?" The brunette asked.

"Peter!" Clint exclaimed, annoyed.

"Fine, fine..." Peter closed his eyes, as he heard the door swish open in front of him. He felt Hawkeye grab him by the wrist, and lead him into the room.

"Alright," Clint told him. "Open them."

Peter opened his eyes, to see a large bouquet of multiple colored flowers, and a heart-shaped box of chocolates, sitting on the table. Peter turned around, to see Clint smiling, as he was joined by Steve and Natasha, both of which seemed pretty happy.

Peter blinked. "Guys, did you-?"

"Buy the nicest flowers and chocolates possible for you to give to Gwen?" Natasha asked. "Yes. Yes we did."

"We thought you'd appreciate it," Steve said, with a wholesome smile.

Peter couldn't believe it. "Guys, this is so nice," he said, as he studied the gifts. They were high quality, he could tell.

"Hey, least we could do," Clint said, as he drank a can of cola.

Peter smiled broadly. "Is this the only reason you dragged me here, or...?"

"Natasha?" Steve asked.

"Right here," she said with a smile, as she held what looked like a camera.

Peter couldn't believe his eyes. "Black Widow, spy extraordinaire, wants to take pictures?"

The redhead rolled her eyes. "Don't make me laugh."

Clint just stared at his best friend with an amused look. "Seriously? So that was someone else who threw me into the car and made me pick Peter up for some pics for a scrapbook?"

Natasha gave him a glare. "I didn't say anything about a scrapbook. That was Steve."

"I thought it would be nice," Steve admitted, not ashamed in the slightest.

Clint gave a knowing look to Natasha. "Right..."

"Ugh, Parker, come here and take a picture with me, before I smash this camera over Bird Brain's head."

"Uh, sure, whatever you say," Peter said, as he stood right next to Natasha, as they both put small smiles on their faces. Natasha pointed the camera at themselves, taking the picture. She turned the camera back around, to see how the picture came out.

"Not bad," she said. "Steve, Clint, it's your turn."

Steve smiled at the assassin, not used to seeing her act as fondly towards someone as she was with the teenager. Clint, only seeing her react like this to her closest allies, obliged her, as the two heroes posed next to Peter, one on each side. Natasha quickly snapped the picture, and happy with it, placed the camera next to the gifts.

"Are we done now?" Peter asked, impatient.

Clint laughed. "Man, teenagers," he mused.

Steve nodded in agreement. "Kids these days, they never enjoy the simple things."

Peter rolled his eyes. "One, you did NOT just go all 'back in my day' on me. Two, I just really want to get to Gwen, before-"

The conversation came to an abrupt end, as a door slid open. The heroes turned, to see Tony Stark, in a plain white t-shirt with what appeared to be oil stains on it, and boxer shorts. His hair was disheveled, and he had bags under his eyes. He had a half empty glass of brown liquor in his hand.

"Jeez..." Peter said. "What the heck happened to you?" He said, as he noticed the rest of the Avengers had frowns on their faces. Clint and Natasha had stone like expressions, while Steve had a look of concern.

"Nothing much," Tony said, taking a sip of his drink. "Just haven't had as much sleep as usual. You know, busy working on that project with Richards."

Peter didn't like the way the billionaire looked. He had never seen the man in such a state, and was genuinely worried. "Maybe you should take a break?"

"Breaks are boring," he stated, as he looked at the flowers and chocolates on the counter. He then looked at Steve. "So, you guys actually got the stuff? Did you charge it to my card?"

"No," Steve said. "Natasha was the one who bought it."

"Ah," Tony understood, looking at the assassin. "And since when did you start being a love guru?"

Natasha gave him a light glare. "The same time you became an alcoholic."

"So, 15?"

Tony then grabbed the camera, wrapped his arm around Peter, and snapped a picture. "There, now you got the complete set," he stated, as he threw the camera up in the air, making Peter react and catch it. Peter couldn't help but notice the smell of stale scotch on his mentor.

"Stark, where have you been?" Barton asked. "We haven't seen you for a few days."

"Did anyone think to look for me in the lab?" He asked, raising an eyebrow. "Cause I was in the lab."

The billionaire walked by Steve, who wrinkled his nose, smelling the same scent that Peter had detected. "How many drinks have you had today, Stark?"

Tony held the bottle up to the American icon's blue eyes. "This is only my second one...since five. I'm not drunk, if that's what you're asking."

"That's not what he asked," Natasha stated. "That's what I was thinking, but it's not what he asked."

"Whatever," Tony then looked Peter up and down, noticing the suit. "Kid, how old are those threads?"

"Uh, I don't know, my aunt-"

"Ugh, seriously, it hurts to look at that," Tony said, brash. "JARVIS?"

"Yes, sir?" The AI chirped. "Would you like another martini?"

"Maybe later. Send Blinky down here with a suit."

"As you wish."

"Uh, I'd rather keep this one," Peter awkwardly stated, not sure what to do in this situation.

"Don't be silly," Tony told him, as Blinky, the small robot, flew in, a freshly pressed suit hanging in-between its appendages. Tony then yanked it from the robot, who blinked in response, before floating away. Stark then stuck the suit out towards Peter, inviting him to take it.

"Seriously, I'll just stick with this," Peter said.

"Kid, come on, it's Italian. If you don't like it, I also have a Wakandan one," Tony said.

"Wakanda makes suits?" Steve asked.

"Yeah. High quality. I'll order you one," Tony quickly said, before gesturing towards Peter to take the suit. "Come on, Gwen will love you in this."

"I appreciate it Tony, but-"

"You don't like the suit?" Tony asked, frowning as he studied the suit in his hands.

"No, it's not that, it's just...this was my Uncle's and he never got to see me do something like this, so..."

"Oh," Tony quietly said, as he lowered his arm. Tony looked at the young boy with an unreadable expression. Some emotion danced in his eyes, but Peter wasn't able to figure out what it was. The billionaire almost seemed hurt, as he looked away for a second, melancholy.

"I'm sorry, but-"

"No, no, it's ok. I get it. Well, not really. I never really had loving guardians like you do. Dad was kind of an ass." He then cocked a thumb towards Captain America. "Talked more about Spangles over here than anything else. Including how he was going to bond with me. So, if you really want to wear that ugly suit, who am I to stop you?"

"Stark..." Natasha almost growled, not appreciating the comments being made about Peter's apparel. She had a feeling the boy wouldn't react well to the harsh words.

"This suit is still yours, by the way," Tony said, ignoring Romanoff. "Blinky!" He called.

The tiny robot floated back, and picked up the suit with its tiny claws. It blinked happily at Peter, before going away.

"Uh, thanks," Peter said.

"Yeah, don't mention it," Tony grumbled, taking a drink of his bourbon, a distant stare on his face. He then spun on his heel, and started to make his way to the door. "Have fun at the dance. Be safe, don't do drugs, stay in school, yadda yadda," he unenthusiastically called over his shoulder, before going through the sliding doors, disappearing from the room.

Peter looked around, as he couldn't help but feel slightly overwhelmed by the heavy silence in the room. Everyone seemed worried, and any good moods they had had just been crushed. "What's going on with Tony?"

Steve shook his head. "We don't know. We tried contacting everyone close to him to get information. We couldn't reach Pepper, Happy Hogan doesn't know anything, and Rhodes didn't seem to have a clue either."

"I doubt he was telling us the truth," Natasha stated, emotionless.

"Anyway, we tried looking at who he talked to, but he erased his contact history. Something got to him, but he isn't sharing."

"Why? Aren't you all really close?" Peter asked. "And is my suit really that bad?" He added, quietly.

"Your suit's fine," Barton reassured. "And Stark's weird like that. Doesn't like to seem like he's human."

Steve sighed. "This isn't the first time he's done this. He shuts himself off for a while, until he can get over it. But, it usually isn't this ugly."

Peter rubbed his arm, as he suddenly felt very out of place. "Is there anything I could do, or-?"

Steve raised his hand up. "Just enjoy the dance, Pete. Be safe," he said, as he grabbed the gifts off the counter and handed them to Peter, who gladly took them.

"I always am," he said, as he started to walk away. "Seriously, the suit's not bad, right?" He asked himself, before leaving.

The three were left alone, quiet. Steve crossed his arms, as he stared out the window of the living area, seeing nothing but the lights of the city. "I'm worried about him."

"Stark or Parker?" Barton asked.

Steve thought for a second. "Both."

"Why are you concerned for Parker?" Natasha questioned, curious.

"I'm always a bit concerned for Peter. But you know how much he looks up to Tony."

"Yeah..." Clint agreed. "That might not be too good of a role model for him right now."

Steve nodded, as he went into deep thought about his allies.

"Hi, this is Gwen Stacy, I can't come to the phone right now, so please leave a message after the beep."

Peter was outside the high school, as various couples walking inside together, loudly talking, ready to dance the night away to the blaring tunes of their favorite songs. However, Peter was alone, as he called Gwen on his cell phone with one hand, while the flowers and chocolates were tucked under his other arm. Unfortunately, he was only able to get her voice mail.

"Hey Gwen, it's Pete, I, uh, I was just wondering where you are. I'm a little worried, the dance started like, half an hour ago. Just wanted to make sure you're ok. See ya."

He hung up, as he took a deep sigh. "Please tell me she didn't stand me up. Oh please God."

He looked around, to see some of his well dressed classmates talking to each other, a few just enjoying the fresh air, and a few couples enjoying each other.

Peter couldn't believe his luck. It was a beautiful night! He had flowers and chocolates! He was being romantic! Everything here was perfect! But Gwen wasn't there. So it didn't matter if Peter had a horseback ride ready, there was nothing he could do.

"Hey lonesome," a feminine voice spoke up behind him. Peter jumped slightly, not expecting anyone to talk to him, as he turned around to meet an unfamiliar face.

She was a blonde, wearing a black hair band, with a red, sparkling dress on. She had a seductive smile on her face.

Peter furrowed his brow slightly, as he got the strange feeling that he was suppose to know this girl. "Uh, hi," he greeted, unsure with himself.

The girl looked around, before focusing her gaze back on the brunette. "Where's your date?"

"Oh! She's, um, stuck in traffic," Peter lied, terribly.

"She stood you up, huh?" She smirked.

Peter's eyes widened. "She didn't stand me up! She's just...late. That's all."

"Uh huh," she said, skeptic.

Peter looked at her, with squinted eyes, trying to figure her out. "Do I know you?" He asked.

"No, no you don't," she stuck her hand out. "My name's Felicia Hardy."

Peter suddenly connected it. She was there when he first fought the Sandman! He went to school with her! Everything makes sense now! "Peter Parker," he said, as he shook her hand, with slight trepidation.

The two started talking, as a black limo pulled up to the front of the school. Inside the car with leather interior, was Harry Osborn and Mary Jane Watson, joined by Harry's dad, Norman.

"You really didn't have to come, dad," Harry said, a little uneasy around his father.

"Nonsense. I thought you two could use a chaperone," he stated, emotionlessly.

Harry just looked at his dad. "No you didn't," he said, seeing right through his father. MJ shifted around uncomfortably in her seat. "You're just worried about that guy who attacked you."

Norman stared at his son and his date with steely eyes. "I just wanted to make sure you and your lovely date were ok. I didn't want some maniac to use you to get to me."

Harry didn't believe him. He hasn't received a lot of affection from his father over the years, and this felt like a way of self-preservation. "If you say so, dad."

Norman tented his fingers, as he crossed his legs. "Harry-"

"OSBORN!" An all too familiar voice rang, making the CEO look out his window in fear.

Peter and Felicia looked up into the air, at the source of the disturbance. "Oh no..." Peter muttered, panicked at the sight.

The Vulture, flying high above the school, looked down at his prey. "OSBORN! YOUR TIME IS NOW!" He screeched, ready to kill his former partner for all of his wrongdoings.

Peter mentally groaned. It looked like a bad night was about to get even worse.