"OSBORN!"

The Vulture hovered in the air, eyeing the black limo. His prey was in his sights, and the only reason he hadn't yet swooped down and killed the man who betrayed him, was because he wanted the snake to see where his doom was coming from. So he could look him in the eye when his life ended. Because that's the way he wanted it.

Norman looked out of his tinted window, to see the disgruntled man floating high above them. Norman scowled, as Harry and MJ looked out the window as well, concerned. The CEO then shot towards the window to the front of the limo, and pounded on the glass. "WHAT ARE YOU WAITING FOR!?" He yelled. "SEND THEM OUT!"

Meanwhile, on the front lawn of the school, Peter looked up at the old man in the sky, cursing his luck. The attractive girl that just started chatting him up, Felicia Hardy, looked at the scene in confusion. "What's going on?" She asked.

Peter looked at her, quickly realizing what he had to do. "I'm gonna get some help!" He said, running off, gifts still in his hands. "Try to find someplace safe!"

Felicia looked at the form of the running brunette, before looking back at the Vulture. She thought about it in her head, making a quick decision. Maybe not now, she thought, as she quickly ran inside the school, along with a few of the panicking high schoolers.

Peter soon found a quiet spot, as he dropped his gifts to the ground, and stripped his suit off. "First date ever, the girl stands me up, a psychotic bird man comes to attack the dad of the best friend that hates me, and now I have to throw away the expensive flowers and candy, while getting webs on my suit. Fantastic."

Vulture divebombed towards the limo, as several suited security guards jumped out, pulling out pistols and opening fire at the villain. Any bullets that were able to hit him bounced off the armor-plated costume, making Toomes arrogantly smirk. He then threw several metal feathers at the men, a few stabbing a couple of guards in the shoulder, while others sliced through the guns, destroying them.

Vulture then flew down and knocked the guards away, one by one, the force of the suit being enough to knock them out. He then landed on the ground, as he started to walk towards the limo. "Time to die, Osborn!" He declared, his wings flapping angrily behind him.

"Calm down, Tweety Bird!" A voice called to him, as a web hit him square in the back, pulling him away from the limo. When he recovered from the sudden show of force, he turned, to see Spider-Man staring right at him.

"You!" Adrian scowled.

"Me!" Peter exclaimed, as he leapt right at the old man, latching on before Vulture started fluttering his wings, taking off.

"Why must you keep pestering me!?" Vulture screamed, as he tried throwing Spidey off of him, no avail.

"Why do you keep trying to kill people?!" The web head asked. "See, we all have personal problems."

"AGH!" Toomes yelled, as he stuck his hand out. Peter looked at it, to notice several sharp talons pop out. The former government agent slashed at Peter, ripping his costume at the front.

"Ah!" Peter yelped in pain, as he felt his skin get sliced. "Do you like ruining my costumes? I just fixed this up from last time!"

"You'll have bigger concerns than your costume!" Toomes stated, as he swiped at the wall crawler with the talons again, as Peter let go of the old man. He flew through the air for a few seconds, before he shot a web at the Vulture's feet, snagging him and being brought along with the flying villain.

Peter looked down, and quickly realized just how high up in the air he really was. His fellow classmates looked like ants, and the school looked much smaller than he's ever seen it before.

He quickly started panicking when the sights started getting larger to him. Peter saw Vulture fly straight down, as he was dragged along for the ride. "WOOOOO! This is the best roller coaster ever!"

"Annoying simpleton!" Toomes cried, as the two barreled faster and faster towards the ground. Suddenly, a few feathers shot out at Peter, who dodged a few, but had his web cut from the Vulture's feet, making him fall towards the ground alone.

"This is gonna hurt," he mumbled to himself, as he braced for the impact. He hit the ground, rolling along the grass, and startling a few nearby students. His face was in the dirt, as he hurt a little too much to move at the moment. "Ow..."

Vulture landed on the ground, scaring a boy and a girl who ran away from him. He turned, to see the limo start to peel away from the school. "Oh no you don't!" Vulture said to himself, as he took off into the air again, quickly landing on top of the car, and ripped through the roof with his talons. When he ripped it apart, he was shocked at the sight.

The limo was empty. "What...?" He muttered to himself, as he looked around, trying to figure out where his target had gone.

Spider-Man pushed himself up from the ground, as he looked towards where Vulture flew off to. Out of the corner of his eye, he saw three figures run into the school. All were redheads, all were people he recognized. Norman, Harry, and MJ.

Peter looked back to Vulture, to see that the old man noticed them escape as well, as he quickly flew in the school, making a few kids duck, throwing themselves on the ground. "Well, at least now I have a date," Peter quipped to himself, as he swung into the building, chasing the villain down.


Tony was in a room that he usually didn't spend too much time in anymore. He hadn't needed to come in here too often, but he certainly added a lot to the room over the years.

His armory. Bright, white lights lit up the space, showcasing the smooth, wooden floor, and in clear cases, each and every suit of armor he's ever made stood next to each other down a hallway, each varying in size, shape, color, weapons, and equipment. He walked past each one, studying them. A white and red one, for artic missions. It had built in flamethrowers. He never got a chance to use it, but its probably for the best. Wouldn't want to roast a penguin, he humored.

He saw one that was yellow and black. It was still a prototype, the MK...57? He really needed to label these. It just kept getting harder to remember. He did remember what it did though. It was created to stand up for space explorations. To pass through the atmosphere without any troubles. Just in case the world gets invaded by aliens again.

Tony walked by another, that was pure silver. That one he recognized. It was the MK 5, otherwise known as the War Machine prototype. Rhodey had the final version, and if Tony knew his best friend, which he did, then he was never getting that one back. So, the prototype is all he'll have. It was actually kind of bland, looking at it again.

Tony looked at the larger ones he had to make. He looked at one of his personal favorites, and got a small smile on his face. With bloodshot eyes, he stared at the large, grey gorilla of a suit. The suit had two large, drill-like arms, and was caked with dirt from the few times he had to use it. He fondly referred to it as Igor, and it was used for excavating missions. He remembered when he had to use the suit when he and Thor had to travel below the city. One of the Fantastic Four's usual enemies, the Mole Man, had threatened to blow up the city. They stopped him, no problem.

Tony paused when his weary eyes landed on a particular suit of armor. The largest suit of armor he had ever created. One he made alongside his friend. His partner in a lot of his science projects over the years.

The Hulkbuster armor. So large that he can wear his regular armor while inside it. One of the many preventive measures that they made incase the Hulk got out of control. Designed to neutralize the Green Golith's natural strength, Tony use to always have it on standby on missions, as a favor to his friend. He's only used it once, and he hopes he never has to use it again. Fighting the Hulk was one of the most frightening experiences of his life, and something no one would ever forget.

"Where are you, Bruce?" He whispered to himself. "Where are you, buddy? I miss you..."

He moved on, as he studied more of his suits. Dark red and black, that one is for extreme heat. Pure blue, that one is for underwater travel. And-

Tony stood in front of another case, this one holding perhaps the most unique armor of all of them. Because it wasn't for him. It was for her.

The armor was feminine compared to others, white and red, with blue trim. The Rescue armor, is what he named it. He made it for Pepper, after the Extremis disaster. He felt that if she had a suit, she'd be safe.

She didn't see it that way. She had to use one of his suits before, and she hated it. She didn't want one for herself. It saddened Tony, but he guessed he could understand it. She didn't want him to push his vices on her. Maybe if she just took it, she...

No. The suit couldn't of protected her from his fears.

He turned away from the Rescue armor, before freezing at the sight before him. He swallowed, as every demon he had suddenly flooded to the forefront.

It was a dull grey, bulky suit of armor. It had a kind of sheen to it, as it reflecting some of the hallway's light. It was primitive compared to the others. Outdated. Obsolete.

But it was the most important of them all. It was the first one. The one that started it all.

Tony looked at the suit with a kind of wistfulness he hadn't felt in years. How long has it been since this all started? Since he made the MK 1? Since the Avengers formed? It seems like a lifetime ago. Maybe because it was.

He mourned Yinsen, the man responsible for Iron Man. The man who sacrificed himself so Tony could live. He thought back to Stane, the man who he almost considered a second dad, and how he betrayed him. How he kept pushing Pepper away, even after all the love and support she gave him, until she couldn't take it anymore. All the broken relationships that he created wearing that armor. All the threats he brought to himself because of it. All the danger that it causes.

Maybe if he had done things differently. Maybe if he hadn't tried to be a glory hog, maybe if he had been more responsible, maybe if he had been smarter, stronger, faster, he could of...he could of...

He still couldn't of done anything. Not without the armor.

Maybe that was his problem. He's been Iron Man for so long, that he's grown to depend on the suits. The armor has started to make the man. But what if he didn't depend on it? What if he learned to just be himself? Would all of his problems just...go away?

He looked at his reflection in the glass case, before glancing at the MK 1 armor again. He turned, and walked away from it, leaving the armory.

What if he wasn't Iron Man anymore?


Peter quickly ran down the halls of the school, before coming across the entrance to the gymnasium. He jumped up, sticking to the top of the doorway. He crawled, upside down, inside, to see the dance, now completely astray.

Loud pop music still blared, only now it was mixed in with panicked screams. Flashing lights painted the room, as the darkness was cut through by strobe lights of various, bright colors. The streamers and balloons still hung about the room, but some of the banners were falling off, while several tables were overturned. The entire place looked like a tornado had blown through.

Peter suddenly saw Harry Osborn, on the floor, holding his head. "Harry!" The web head exclaimed, as he hopped over to him, hoping he was ok.

The red headed teen looked up at him, in slight confusion. "Spider-Man? How do you know my name?" He asked.

Peter freaked out on the inside. He just slipped. Great. "Uh, you were at Coney Island. Me and The Avengers saved you from some sand zombies."

Harry blinked. "Oh, right," he said, as he gingerly got up.

"Where's your father?" Spider-Man asked, needing to find him before the Vulture did.

"We got separated. Him and my date went into the cafeteria, over there," he informed the hero, pointing over to some connecting doors on the other side of the large gymnasium. Spidey nodded, before turning, shooting some webs towards the door and launching himself at the cafeteria.

He landed in front of the doorway, but before he entered, his spider sense blared. Not having enough time to react, he was knocked to the floor by the soaring Vulture, who was holding MJ and Norman in his hands. Toomes then flew up to the rafters of the gym, before dropping his two captives. The two screamed as they plummeted towards certain death.

"NO!" Peter cried, as he quickly got back to his feet. As fast as he could, he spun a net made out of webbing, having the two harmlessly land in it, bouncing slightly.

Toomes snarled at the sight, as he looked down at the web slinger. "I've had enough of you!" He yelled.

Peter looked up at the perched criminal. "Sorry Vulture!" He said. "If you want Osborn, you gotta get through me!"

Adrian got a wicked grin on his face. "If that's what I must do, then I'll do it happily!" He declared, as he shot some feathers at the teenager.

"Maybe I could've put more thought in my words..." he mumbled to himself, as he nimbly flipped through the air, dodging the blades. He looked to where they were going, to see a cowering kid in the way. He quickly shot a web line at the kid, and pulled him away, making the feathers miss him and embed themselves into the wall.

The kid looked up at his savior, with wide eyes. "Holy crap! Spider-Man! You totally saved me bro!"

"Yeah, don't mention it," Peter simply said. "Now get somewhere safe while I deal with the bald nutcase over there."

The kid nodded, as he quickly ran off. Peter turned around, to see Vulture charging at him, his grimace illuminated in various colors by the strobe lights. The old man connecting with a hard punch to his jaw, and throwing him near the DJ booth. He looked up to see a man with spiked pink hair, which stuck out even in the dark room.

"Uh, hey dude," Peter lamely greeted. "You're doing a great job, by the way." Spidey looked to his side, to see a large speaker next to him. He then looked back at the DJ. "Mind if I borrow this?" The DJ shook his head. "Thanks."

"Spider-Man!" Vulture called, with malice, as he swooped back down to him.

Peter picked the speaker up over his head, quickly turning towards Vulture and smashing it over the old man's bald head. "Can you feel the music, Toomes?" He asked, as he grounded the man for a second. "I have to say, I'm proud of that one."

Toomes pulled his head out of the slightly sparking speaker, as he unsheathed his talons once more, slashing at Peter. "I will grind you into nothing!"

"You do realize those talons of yours cut things, right?" Peter asked, avoiding the attacks. "I mean, grinding uses a completely different type of tool. Have you ever taken Foods class in school? That's where I learned the difference."

Peter threw a punch, hitting his mark, as Vulture's head whipped backward, his entire body flipping back, only for him to recover in the air, and take off.

"I guess I have to call you 'The Chicken' now, since you keep running away like a scardey baby," Peter chided, trying to aggravate the flying genius. He jumped onto the side of the wall, before launching himself at Toomes, only for the airborne villain to swat him away.

"Pathetic!" He dismissed.

Peter landed on the ground, catching himself as he crouched down. "Says you and every girl I've ever asked out!" He joked. Vulture screamed in frustration, as he looked around, to see Norman Osborn trying to escape from the dance floor.

"You can't escape, weasel!" Toomes told him, as he shot several sharp feathers at the millionaire.

"Oh brother, can't you keep those things to yourself!?" Peter asked, as he used his spider speed to jump over to Osborn first, picking him up over his shoulder, and jumping away from the feathers.

For a second, Peter thought he was in the clear, before he noticed the feathers were following him. "Ah. Right. Heat seeking. Guess that's still a thing."

Spider-Man started swinging around the gym, trying to get away from them to no avail, as they kept homing in on Norman. He kept making several sharp turns, making more distance between them and the weapons.

"Put me down!" Norman demanded, pounding his fists on Spider-Man's back. "Put me down this instant!"

Peter couldn't believe it. "Do you get that those feathers are trying to stab you? And that I'm trying to make them not stab you?"

"I don't know who's worse," Osborn continued. "Toomes, or you."

"I'd say Toomes. Mostly because he's TRYING TO STAB YOU WITH FEATHERS, WHILE I'M TRYING TO SAVE YOU!"

"I've seen the news, I've read the papers," Osborn stated. "You're no better than him."

Peter sighed, as he ran along the wall, as the feathers kept following them relentlessly. Even though he was ungrateful, Peter had to figure out how to get these things off of Norman. Suddenly, an idea struck him, as he suddenly made a U-turn, right towards the feathers.

"What are you doing!?" Norman asked, panicked.

"Oh, now you're worried about the feathers. Hold on tight!" Peter said, as he swung closer to the flying daggers. He quickly flipped over two of them in the front, making them turn in mid air to follow. Peter charged right at the other few, before falling right underneath them, and picking himself back up when he passed them. While those feathers were trying to redirect their course, the others crashed into them, making them all fall to the ground.

Peter then landed on the ground, and place Norman down. The CEO uneasily got his bearings back, as he was slightly dizzy from the acrobatics display. Spidey then looked around to take in his current surroundings, to see he was next to the punch table. He looked on his other side, to see a strobe light nearby, spinning away.

He then got another idea. "Hey Big Bird!" He called, as Vulture looked at him with hatred, as he floated in the air. "Come down here so I could beat you all the way back to Sesame Street! I mean, how hard could it be? You couldn't kill some rich guy in a suit!"

Toomes' eyes flew open in rage, as he once again divebombed at Peter, who was ready for him. Spidey quickly grabbed the bowl of red punch that was next to him, as he quickly threw the liquid in the Vulture's face, making him stop in surprise as he sputtered the liquid out of his mouth. "What did you-?"

"Hope you like cherry, Toomes," Peter quipped. "Sorry that it's so watered down. But do you know what goes great with water?" Peter shot a web line at the strobe light, bringing it to him. "Electricity!" He stated, as he smashed the light over Adrian's head, sending an electric current through his wet body, shocking him.

"AHHH!" Toomes cried in agony, as he was electrocuted. After a few agonizing seconds, Peter kicked him in the gut, getting him out of the electric current, and making him crumble to the ground, finally defeated.

Peter sighed in relief, as he looked down at the unconscious Vulture. "Worst. Date. Ever."


Police swarmed around Midtown High about ten minutes later, as cops got statements from the kids, some of the chaperones, and most importantly of all, Norman Osborn. Peter, back in his formal suit, walked outside, to see the flashing lights of the cop cars surround the school. He looked around, and still saw no sign of Gwen.

He frowned, sad. He really thought he had a chance with her.

After a few moments of just surveying the scene, a few officers came out of the school, holding Toomes by the arms. The old man was now out of his suit, only wearing a white undershirt and boxers, and a pair of handcuffs over his wrists. "Do you know who I am!?" He yelled, as they dragged him into the back of a cop car. "I'm Adrian Toomes! You hear me!? Toomes!"

The door slammed shut, as the cops got inside themselves, and drove off. Peter watched the scene, with a feeling of relief.

"Peter!"

He turned around, to see Mary Jane and Harry walk up to him, their nice clothes slightly torn and dirty from the night.

"Peter!" MJ repeated, before giving her friend a hug. "We're so glad that you're ok."

"You are?" Peter asked, a bit confused.

Harry gave him a smile. "Well, yeah. I know we've been arguing lately, but, you have to put those things aside when something like this happens. Besides, MJ told me what you did for her."

Peter furrowed his brow, as he looked at the red headed girl. "She did?"

Harry nodded. "Yeah! She told me the entire thing. How you got her away from the Vulture so she could get to safety. That's what a true friend does. And, that's what you are, Pete."

Peter smiled, as he shared a look with MJ, who gave him a sweet smile back. Harry then slumped his shoulders, as he looked over his friends. "Ugh, I gotta go guys. Dad's summoning me."

Peter and MJ looked, to see Norman waving his hand over to his son, signaling that it was time to leave. "Uh, well, see ya later, Harry."

"Yeah, see ya Pete," Harry said, as he walked away from the other two.

When he was out of earshot, Peter turned back to MJ. "Why did you-?"

"Lie?" Mary Jane asked. "I figured I could get you some brownie points."

Peter blinked. "Do you think it worked?" He asked.

"Well, it definitely helped," she stated. "I think you need to do the rest though."

"Any idea how to do that?"

"Well, you could save me from a burning building. That would do it."

Peter rolled his eyes. "You're fiery enough," he joked. "Seriously though, thanks MJ."

She patted him on the back. "No problem, Tiger," she said, before turning around, and swaying away.

Peter then turned around, to see a sight he'd been wanting to see all night. Gwen Stacy, walking towards the school. It seemed like she didn't notice him, as she just kept walking. "Gwen!" He called, as he ran over to her.

Hearing her name, she turned, only to see her date for the night. "Peter!" She said, as she also ran towards him. Peter was overjoyed, until he got a closer look at her, and he stopped dead in his tracks.

She had tears running down her cheeks.

"Gwen?" He asked, as he collided into him, giving him a huge hug. "What's-?"

"I am so sorry I didn't call!" She sobbed. "I didn't mean to ditch you like that, it's just-"

"Gwen?" Peter gently tried again. "What is it?"

"It's...it's my dad, Peter," she revealed, as she cried into his shoulder. "He's in the hospital."

Peter was shocked. "Oh my god!" He exclaimed, as he continued to hold her. "What happened?"

"He was attacked...he had his legs broken...by Spider-Man..."

Peter was horrified, as Gwen continued to cry, needing Peter now more than ever.