1/30/22-1/31/22

Peter was in bed sleeping seeing the day he lost Tony.

Peter webbed the Outrider, yanking him into the path of... giant-man's foot. Tony stared at him, emotional. Then they retract their helmets.

"Mr. Stark. Holy cow, you would not believe what's been going on. Do you remember when we were in space? And I got all dusty? I must've passed out, because I woke up and you weren't there, but Dr. Strange was, and he was like, "it's been five years, they need us." he said and started doing that yellow sparkly thing he does but Tony wrapped his arms around him, smashing his face into his chest plate. "Oh. This is nice." he muttered.

Across the field Quill flew, firing down on Sakaaran soldiers. One leapt off an outcropping... tackling him into a wrecked fuselage, where another Sakaaran waited. Quill dropped one, but the other raised his weapon to strike. The Sakaaran dropped dead on top of Quill. He pushed the body off to see...Gamora, blaster still smoking. Quill stared, amazed.

"Gamora?" he said and Gamora approached, overwhelmed, emotional. "I thought I lost you." he said and tenderly stroke her face and she knelt him in the nuts getting him to go down, gasping. "You missed the first time...then you got 'em both the second time."

She stares down at him as...Nebula joined her.

"This is the one? Seriously?" Gamora said.

"Your choices were him or a tree." Nebula said.

Across the field Clint ran with the gauntlet, pursued by a Chitahuri ape. Just before the ape tramples him Sam swooped in, cutting it down and Clint ran on. They conferred over coms.

"What do you want to do with this thing?" Clint asked.

"Get those stones as far away as possible!" Steve said.

"No! We need to send them back where they came from." Smart Hulk said.

"There's no way to send them back. Thanos destroyed our time machine. Thanos destroyed our time machine." Tony said.

"Hold on!" Scott said and shrunk to normal size. "That wasn't our only time machine." he said and clicked the keys to Luis' van.

From a distance, we hear, "LA CUCARACHA." and Steve immediately got it.

"Does anyone see an ugly, brown van out there?" he asked.

Above, Valkyrine scanned the field from her Pegasus.

"Yeah. But you're not going to like where it's parked." she said.

Luis' van sat surrounded by thousands of aliens deep behind enemy lines.

Steve surveyed the field where an army stood between them and the van, air and ground chocked with enemies.

"Scott, how long do you need to get that thing working?" Tony asked into com.

"Uh, maybe ten minutes." Scott said.

"Get it started. We'll get the stones to you." Steve said.

"We're on it, Cap." Hope said.

Scott glanced at her.

"Cap?" he said they shrank down and flew away.

Tony flew up to Strange hovering.

"Doc. You said we win one in 14 million. Is this how it goes down?" he said.

"If I tell you what happens, it won't happen." Strange said.

"You better be right." Tony said and rocketed away and Strange coolly watched him go.

Across the field Ebony rushed to Thanos.

"Sire, the stones!" she said and Thanos turned to see Clint fighting through the horde carrying the gaunt.

A cull hammered Clint and T'Challa slashed it.

"Clint, give it to me." he said and Clint handed him the gaunt and he tucked it and ran.

Across the field Scott and Hope flew over a long platoon of Chitauri towards Luis' van.

When they got to it they grew to normal size in the front seat. Out the windshield, Thanos' horde charged at their friends.

"Ignition's broken. I'll hotwire it-" Scott said digging around.

"Wait, you know how to do that?" Hope said and Scott spliced wires and sparks flew.

"I was in prison. I know how to do a lot of things."

At Avenger Compound Crater T'Challa raced through the horde but Thanos knocked him off his feet and the gauntlet went tumbling.

As Thanos moved in on T'Calla wreckage began floating all around. Thanos looked up to see Wanda hovering in the air waiting for him.

"You took everything from me." she said and Thanos took the blade off his back.

"I don't even know who you are." he said.

"You will." she said and unleashed a storm of red energy, hurling wreckage at him.

As he fought his way through it T'Challa dove for the fallen gauntlet.

Suddenly Ebony maw manipulated the earth, putting the gauntlet toward him.

He wrapped himself around the glove getting dragged.

"I GOT IT!" Peter said.

T'Challa turned to see Peter whizzing past.

He hurled the gauntlet and Peter snatched it out of the air.

Then he landed only to find himself surrounded by outriders.

"Activate instant kill!" he said and his robotic arms slashed with expert precision.

Across the field Wanda lifted Thanos into the air, ripped his armor off in pieces the slammed him back to the ground.

Thanos groaned.

"Rain fire. Wipe them all out." he said into com.

Meanwhile Covus fought Groot.

"Just do it!"

High above the sanctuary 2 descends cannons were opening up.

Below Wanda looked up, raising a force field just as the sanctuary 2 fired down with everything it had.

Sakaarans and Jabari alike went flying as every square inch got hit.

The barrage hammered the riverbank and cracked form.

Meanwhile Pepper cut down an alien then saw something.

Sakkarans and Jabari went flying as every square inch got hit.

The barrage hammered the riverbank and cracked form.

Meanwhile Pepper cut down an alien the saw something.

"Um, is anyone else seeing this?" she asked in com.

Tony, Samart Hulk and Gamora turned to see water gushing as the riverbank threatened the collapse.

Suddenly Strange and Wong conjured two huge runes shields to shore up the back. More wizards joined creating a huge rune levee.

The sanctuary 2 maintained its barrage.

Across the field Steve saw Peter gradually being overwhelmed by Outriders.

"I got this...I got this...I don't got this." Peter said.

"Hey, Queens! Heads up!" Steve said and hurled Mjorlnig over the throne.

Peter webbed on letting the hammer pull him out of danger and a mortar blast knocked him out of the sky but Pepper got him.

"Hang on, kid. I've got you." Pepper said and dragged him above the fray, then tossed him to Valkyrie flying past.

Then Peter perched atop Pegasus.

"Hey, nice to meet you-aaaaarg!" he said.

Valkyrie spurred into high gear dodging cannon fire but not fast enough and a blast knocked Peter to the ground.

He gasped, covered in debris still clutching the gauntlet.

All around the field the relentless barrage pinned them all down.

Rocket and Groot dive for cover. Groot wraps his branches around them both.

"At least we're going out together this time..." Rocket said.

Suddenly everything went silent. Rocket peered out from cover and saw the cannons swiveling up toward the clouds.

Sam flew overhead.

"What the hell is this?" he asked.

Meanwhile Tony flew overhead searching upward.

"Friday, what are they firing at?" Tony asked.

"Something just entered the upper atmosphere." FRIDAY said.

Rocket looked up at a comet heading straight for earth.

"I am Groot." Groot said nervous.

Rocket grins, knowing what's coming.

"Just wait for it." Rocket said.

Suddenly the comet veered right towards the ship.

Then it teared through the sanctuary 2 and right out the other side was Carol.

"Oh yeah!" Rocket continued.

Carol glowed brighter as she went binary rocketing again.

Through the hull the ship listed engines exploding. Carol eyed the battlefield exhausted light fading.

"Danvers! We're gonna need an assist down here!" Steve said over com.

"Roger...Rogers..." Carol said into com under ragged breath.

At the van Scott twisted wires on the Quantum Tunnel, hotwiring it.

"I'm almost there. Where's the glove?" Scott said in com.

At crater Carol landed in front of a dazed Peter who still held the gauntlet tight. Then he looked up confused.

"Uh, hey. I'm Peter Parker." Peter said.

"Hey, Peter Parker. You got something for me?" Carol asked and he handed it over, staring out at the approaching horde.

"I don't know how you're gonna get it through all that-"

"Don't worry, kid..." Wanda said and he turned to see her, Okoye, Gamora, Nebula, Valkydire, Hope and Shuri waiting.

Wanda's hands began glowing.

"She's got help." Okoye said.

Carol glanced at Pepper and Mantis, then tucked the gauntlet under her arm and lead them out.

At the ridge Thanos spotted the woman of Marvel Blasting through his troops so tracked them to the van.

Scott kicked the rear doors open, exposing the Quantum Tunnel.

"Thirty seconds!" he said.

Thanos understood immediately and grabbed Proxima's spear from her and started running.

Across the field Ebony sent Wanda tumbling but Shuri blast him out of the sky.

Cull obsidian hammered Valkyrie but Nebula took him out.

Carol kept going with the gauntlet under her arms getting closer and closer to the van where the quantum tunnel burst to life.

Across the field the others looked up to see her yards away from them.

She put her heard down, flying for all she had but just as she reached the gaping van Thanos threw the spear and the van exploded sending Scott and Carol flying taking them out some of the wizard holding back the river.

Thanos caught Proxima's returning spear and time slowed as Steve, Thor and Tony saw the gauntlet lying unguarded in the dirt.

The problem was so did Thanos.

Time resumed as they all scrambled for the stones and they collided. Thanos snatched up the gauntlet kicking Thor down.

Then he knocked Tony aside and squeezed the gauntlet putting it open just wide enough to put his hand inside.

Steve lunged but Thanos throttled him. When it was clear he slipped on the gauntlet but before he could snap Carol arrived.

She grabbed the glove and prevented him from closing his fist. He headbutted her but she didn't move.

Then she pressed him down but before he fell he pulled the power stone from its housing and punched her sending her flying.

The field went quiet as nothing stood in Thanos' way.

Tony gets to his knees, realizing...

The Avengers are going to lose.

Across the field water started spilling into the crater.

Strange tried to hold it back but was losing the battle so he looked at Tony who met his eye.

And in that moment, all Strange could do was hold up a single finger. "One."

Across the field Thanos returned the power stone to the gauntlet. Just as the energy surged through him Tony lunged for the gauntlet in Thanos' hand, nano-clamping it in a vise. Thanos knocked him aside and lifted his hand in the air.

"I am...inevitable." Thanos said and snapped his fingers but nothing happened.

Confused, he turned the glove over to find the stones gone.

He looked to see Tony Nono-Particles sliding, shifting, shielding and shifting forming a new gauntlet on his own wrist with all six of them.

Power surged through him excruciating but he still lifted his hand.

"And I...am Iron Man." he said and snapped and the tidal wave evaporated into mist.

All around the field Sakaarans and outriders fold in and on them atom disintegrating.

Thanos looked around watching his troops disappear. The ship vanished from the sky and Culls and Chitauri all blew awaw leaving Thanos standing alone.

After a long moment he sat down on a rock and accepted his fate then watched as his atoms dissolved.

Finally he disappeared.

Across the field Quill turned to Gamora but found her gone.

"Babe? Gamora?" he said.

Across the field Tony fell back against the upturn roots of a tree, armor smoking, arm withered and blackened out.

Rhodey rushed to him but with one look knew it was too late. Tony exhaled almost letting go.

Then Peter landed, kneeling, taking Tony's hand.

"Mr. Stark...Tony...it's okay, it's okay...Mr. Stark, we won. You did it, sir..." he said but Tony gazed past him.

Rhodey put his hand on Peter's shoulder, guiding him away.

As Pepper arrived she knelt, heartsick.

"Hey, Friday, what've we got?" she asked.

"Life functions critical." FRIDAY said.

Pepper stared into Tony's eyes and knew.

"Tony, look at me. We're going to be okay..." she said and he stared at her, tears welling then she touched his face, then leaned in to kiss him. "You can rest now."

When she pulled back, she saw his eyes, fixed and glassy.

Everything went quiet and everyone gathered around, the full weight of what's happened dawning on them.

Tony Stark was gone.

Then he woke up gasping and looked around.

Then he sighed.

"Why did I have to lose him?" he whispered. "He's the closest thing to a father I have after losing uncle Ben." he said and quietly cried himself back to sleep.

Later Peter was at the Homeless Support building as Spider-Man in his Iron Spider suit with May on stage.

He hadn't told her about the dream and planned to keep that way.

"When I blipped back to my apartment, the family living there was very confused. The wife thought that I was a mistress." May said and the everyone laughed. "The Grandma thought that I was a ghost." she said they laughed again. "It was," she said and laughed. "it was really a mess. Thank you all for coming out to support those who have been displaced by the Blip, and, of course, thanks to our very own Spider-Man!" she said and they erupted in applause for Spider-Man.

Then she gestured Peter to the microphone.

"Thank you, Ms. Parker, for having me. And thank you guys for having me." Peter said and gave everyone a thumbs-up and they all audience cheered again.

"And thank you Spider-Man, and he'll be right back out to take photos and videos, thank you!"

"Ah, that was so cool. I was a little nervous!"

"My body was a little stiff, I felt like I wasn't in the pocket."

"No, I thought you did great!"

"Yeah, well, actually, I did think you were a little stiff." she said and he shrugged.

"I felt that, too, I felt that, too."

"It's fine, it's fine, it's fine. Did you get your passport?"

"Yeah."

"Mini toothpaste?"

"Yeah." he said and Happy entered carrying a big check for the homeless.

"Hey, sorry I'm late." he said.

"Happy, hey!"

"Oh, you look lovely." Happy said to May.

"Thanks, you too." May said.

"Thank you. New dress?"

"Uh, yeah. Yes, it is. That's a new beard."

Peter looked back in forth between the two, confused.

"It's my Blip beard, because I grew it in the blip. Blip beard." Happy said.

"I see." May said.

"Anyway, the reason I'm late is because this was misplaced at the office. Can you believe it? Because it's enormous. I mean, not the amount, the size. The amount's nice too."

May laughed.

"Oh." she said.

"The very generous Pepper Potts, said..."

"Thank you."

"...she's sorry she couldn't be here."

Peter was still looking at them in confusion.

"I think I'm going to go change the Sterno under the vegan lasagna." May said. "Spider-Man, go shake hands." she said to Peter.

"Will do." Peter said and turned to Happy as May left. "What just happened?"

"Heads up, Nick Fury's calling you." Happy said.

"Nick Fury's going to call me?"

"Yeah."

"Why?"

"Why? Because he probably has some hero stuff for you to do. You're a superhero. He calls superheroes."

"Well, I mean if it was really that important, he'd probably call someone else. Not me."

Inside Peter's bag, his phone began ringing.

"Apparently not." Happy said and Peter pulled out his phone from the bag. "No caller ID. That's him."

"I don't really want to talk to Nick Fury."

"Answer the phone."

"Why?"

"Because if you don't talk to him, then I have to talk, and I don't want to talk to him."

"Why don't you want to talk to him?"

"Because I'm scared . . . Just answer the phone." Happy said as Peter held up his phone, and declined the call. "You sent Nick Fury to voice mail?"

"Yeah."

"You don't send Nick Fury to voice mail!"

"Did you hear that? They're calling me. I got to go. I got to go." Peter said and started backing away.

"You got to talk to him."

"I'm going to call him. I promise you. I'm going to call him. I will."

"You do not ghost Nick Fury!"

"I promise you, I'll call him." Peter said and backed out of the room through the curtains. "After my trip." he whispered to himself then put his iron-mask on as he backed away, turned around to open the curtain and jumped up as he entered the stage. "Hey!" he said and waved.

From the other room, Happy got buzzed and put his phone up to his ear.

"Yeah? Hi - No, no, he's not ghosting you." he said.

Meanwhile reporters crowded all around Peter as he entered. The crowd was speaking indistinctly and he backed away, putting a hand up, so they could stay back.

"Okay, one question at a time." Peter said and pointed to the Asian woman.

"Are you the head Avenger? Are you the head Avenger now?"

"Uh, no I'm not." he said and pointed to another woman, who leaned over the crowd of reporters.

"If the aliens come back, what are you gonna do?"

Peter looked around.

"Does anyone have any neighborhood questions?" he asked.

Everyone started asking desperately and he leaned in for a man to ask a question, hoping it's a neighborhood question.

"Sean Wilford, Queens Tribune. What is it like to take over from Tony Stark? Those are some big shoes to fill." Sean said.

His question echoed Peter's mind. Everyone kept asking questions as he had time to think of his answer. Then he started having anxiety and felt like he was about to pass out.

"I'm uh- I'm going to go. Thanks so much, everyone, for coming." he said and jumped up to the roof, to only find himself on top, looking out onto the city.

His mask faded off and he breathed deeply as a large train passed by. Then his phone buzzed in his backpack and he reached to get it. He never answered and the buzzing stopped as he looked back into the city. Then he turned to his left to see a painting of Iron-Man coming right at him. He blinked as he turned away, feeling the pain and sorrow as he thought about his long-lost friend.

Then he looked in front of him to see his home town and shut his eyes seeing the past.

He was walking out of an elevator holding a DVD-player and with a backpack on his shoulder. Then he walked into their apartment and May was sitting on the couch with Tony.

"Hey, May." he said.

"Mmm. Hey. How was school today?" May said.

"Okay. This crazy car parked outside . . ." he started then saw Tony and his eyes widen.

"Oh, Mr. Parker." Tony said.

"Um . . ." he said and took out his earphones. "What-what are you doing . . .? Hey! Uh, I'm-Im-I'm Peter."

"Tony."

"What are . . .what are you-what are you-what are you doing here?"

"It's about time we met. You've been getting my e-mails, right?"

"Yeah. Yeah."

"Right?"

"Regarding the . . ."

"You didn't tell me about the grant." May said.

"About the grant."

"The September Foundation." Tony said.

"Right."

"Yeah. Remember when you applied?"

"Yeah."

"I approved, so now we're in business."

"You didn't tell me anything. What's up with that? You keeping secrets from me now?" May asked.

"Why, I just, I just . . . I just know how much you love surprises, so I thought I would let you know . . . wh . . . anyway, what did I apply for?" he said.

"That's what I'm here to hash out." Tony said.

"Okay. Hash, hash out, okay."

"It's so hard for me to believe that she's someone's aunt."

"Yeah, well, we come in all shapes and sizes, you know?" May said.

"This walnut date loaf is exceptional."

"Let me just stop you there." he said.

"Yeah?"

"Is this grant, like, got money involved or whatever? No?"

"Yeah."

"Yeah?"

"It's pretty well funded."

"Wow."

"Look who you're talking to. Can I have 5 minutes with him?"

"Sure." May said.

When they got in his room Tony bolted the door and spit out the walnut loaf.

"As walnut date loaves go, that wasn't bad." he said and noticed his collection of old computers. "Whoa, what do we have here? Retro tech, huh? Thrift store? Salvation Army?"

"Uh, the garbage, actually." he said.

"You're a dumpster diver."

"Yeah, I was . . . anyway, look, um, I definitely did not apply for your grant."

"Ah-ah! Me first."

"Okay."

"Quick question of the rhetorical variety." Tony said and pulled out his phone which projected a video of Peter Parker in his Spider-Man outfit. "That's you, right?"

"Um, no. What do you. What do you mean?"

"Yeah. Look at you go. Wow! Nice catch. 3,000 pounds, 40 miles an hour. That's not easy. You got mad skills."

"That's all- That's all on YouTube, though, right? I mean, that's where you found that? Because you know that's all fake. It's all done on the computer."

"Mm-Hmm."

"It's like that video. What is it?"

"Yeah, yeah, yeah, yeah . . . oh, you mean like those UFOs over Phoenix?"

"Exactly."

"Oh, what have we here?" Tony said and he hid his Spider-Man suit.

"Uh . . . that's a . . ."

"So. You're the . . . Spider . . . ling. Crime-fighting Spider . . .you're Spider-Boy?"

Then he fowled his arms petulantly.

"S . . . Spider-Man." he said.

"Not in that onesie, you're not."

"It's not a onesie." he said as Tony picked up the suit. "I don't believe this. I was actually having a real good day today, you know, Mr. Stark. Didn't miss my train, this perfectly good DVD player was just sitting there and . . . Algebra test. Nailed it!"

"Who else knows? Anybody?"

"Nobody."

"Not even your . . . unusually attractive aunt?"

"No. No, no. No, no. If she knew, she would freak out. And when she freaks out, I freak out."

"You know what I think is really cool? This webbing. That tensile strength is off the charts. Who manufactured that?"

"I did."

"Climbing the walls, how you doing that? Adhesive gloves?"

"It's a long story. I was uh . . ."

"Lordy! Can you even see in these?"

"Yes. Yes, I can! I can. I can-I can see in those. Okay? It's just that… when whatever happened, happened . . . it's like my senses have been dialed to 11. There's way too much input, so . . . they just kinda help me focus."

"You're in dire need of an upgrade. Systemic, top to bottom. 100-point restoration. That's why I'm here." Tony said and he sat on his bed and looked at Tony. "Why you doing this? I gotta know. What's your MO? What gets you outta that twin bed in the morning?"

"Because . . ." he said and fiddled with his fingers. "because I've been me my whole life, and l've had these powers for 6 months."

"Mm-Hmm."

"I read books, I build computers . . . and-and yeah. I would love to play football. But I couldn't then so I shouldn't now."

"Sure, because you're different."

"Exactly. But I can't tell anybody that, so I'm not. When you can do the things that I can, but you don't . . ." he said and Tony leaned closer. "and then the bad things happen . . . they happen because of you."

Tony looked affected by his words.

"So you wanna look out for the little guy? You wanna do your part? Make the world a better place, all that, right?"

"Yeah. Yeah just looking out . . . for the little guy. That's-that's what it is."

Tony slowly stepped over to him and his leg was stretched out on the bed. Tony looked down at it.

"I'm gonna sit here, so you move the leg." Tony said and he moved along and Tony sat beside him and raised his hand then hesitantly clasped his shoulder.

"You got a passport?" he asked.

"Uh, no. I don't even have a driver's license."

"You ever been to Germany?"

"No."

"Oh, you'll love it."

"I can't go to Germany!"

"Why?"

"I got . . . homework."

"I'm gonna pretend you didn't say that."

"I'm-I'm being serious! I can't just drop out of school!"

"Might be a little dangerous. Better tell Aunt Hottie I'm taking you on a field trip." Tony said and he webbed Tony's hand to the door.

"Don't tell Aunt May."

"Alright, Spider-Man." Tony said and they shared an earnest look before Tony returned to his usual attitude. "Get me out of this."

"Sorry, I'll get the . . ."

Then he saw the times he saw or heard from Tony.

He was on a highway driving through home.

"New York. Queens. It's a rough place but hey, it's our city." he said in a gravelly voice.

"Who are you talking to?" Happy asked driving in the front seat.

"Just making a little video of the trip." he said in his normal voice.

"You know you can't show it to Tony."

"Yeah, I know."

"Then why are you narrating in that voice?"

"Uh... Because it's funny."

"Funny."

Apparently, Happy thought this whole situation was the opposite of fun. He put on his mask and solemnly looked out the car.

"So, uh, why do they call you Happy?" he asked and Happy raised the limo's partition.

He was holding up his phone and filming.

Then he got out of the car to find a big private bus waiting for him.

"Come on. I'm not carrying your bags. Let's go." Happy said.

"Hey, should I go to the bathroom before?" he asked.

"There's a bathroom on it."

Inside the plane, there was a view of the cockpit. Two seats for the pilot and the copilot are there; with no one sitting in them.

"Whoa. No pilot? That's awesome." he said and sat down across from Happy, directly facing him.

"Is that where you're gonna sit?" Happy asked.

"Yeah."

"This is your first time on a private plane?"

"Yeah." he said and Happy moved away to sit in another seat. "Should it...? Should it be...? Should it be making that noise?"

Later he put a finger to his lips and made a shushing sound.

"Shh." he said and tapped Happy snoring.

At the sound of his chuckle, Happy jerked awake, causing the whole frame to shake.

Inside Berlin Brandenburg Airport, there were German signs, Happy dragging his luggage behind him, and his face in quick succession.

He saw Berlin. Then he saw Berlin streets, the Brandenburg Gate, a street performer, foreign girls, and a pretzel vendor.

"No one has actually told me why I'm in Berlin or what I'm doing. Something about Captain America going nuts." he said.

Soon they entered a hotel and Happy pointed at a door.

"That is you." Happy said.

"We're not robots. Suit up."

Later he was in his hotel room wearing his homemade Spider-Man suit, consisting of a thin, bear sweatshirt, shards with harps, and web-shooters.

"Okay, Peter, you got this. You got this." he said.

"What the hell are you wearing?" Happy asked staring at him with a horrified look.

He tilted down the camera to reveal his feet.

"It's my suit." he said.

"Where's the case?"

"What case? That's not my..." he said and Happy opened a door, showing him another area of his suite. "What? I thought that was a closet. This is still my room?"

"Go. Please."

"My room is way bigger than..."

"There."

A case was sitting on a coffee table.

"I found the case. I found the case. I found the case." he said and plucked up a card that says "A minor upgrade -Tony Stark" from the case. ""A minor upgrade"?"

When he unbuckled a lock the case unfolds itself, revealing a high tech Spider-Man suit complete with awesome eyes.

"Whoa. Oh my God." he said.

"Put it on."

"What the...? This is the coolest thing I've ever seen-"

"Let's go."

"But, yeah. Well, I don't understand. Is it for me?" he asked and saw Happy leaving the room. "Happy, Happy, wait." he said and took off the mask of his homemade Spider-Man suit with a huge, excited grin. "This is insane. Insane. Look at this thing. Look. Look at the eyes. This is the greatest day of my life."

"Let's go."

He had come to drag a hyped-up Peter out of the room.]

"Okay."

"Come on."

Outside Flughafen Leipzig-Halle, Captain America, Iron Man, Black Widow, and Ant-Man were confronting each other.

"Okay, there's Captain America, Iron Man, Black Widow. Whoa. Who's that new guy?" he whispered.

"Underoos!" Tony said.

He was now dressed in the Spider-Man suit that Tony gave him.

"Oh, that's my cue. I gotta go. I gotta go." he said the put down the phone and proceeded to snatch Captain America's shield with his web.

Later.

"Hey, guys." he said holding his camera and flying through the air to find a safe spot then heard explosions everywhere. "Okay, so the craziest thing just happened, right? I just had a fight with Captain America and I stole his shield and I threw it at him-" he started but heard a metallic noise.

Ant-Man grew into a giant in the background and grabbed War Machine by his ankle. He turned to see this.

"What the hell? He's big now. I gotta go. Hang on." he said and put his phone down and for a moment.

Then the battle commenced and he was being flung through the air.

"Whoa!" he said.

Later he was back in his hotel room facing the camera, dressed in a grey NASA T-shirt.

"It was the most amazing thing that's ever happened! So Mr. Stark was like, "Hey, Underoos!" and I just sort of flipped in and I stole Cap's shield. I was like, "Hey, what's up, everybody?" And then..." he said then there was a knock on his door. "Hey, just a second! Coming!" he said and walked to the door, but before he could open it, Happy entered in a bathrobe. "Hello?"

"We have thin walls here." Happy said

The next day he was in Tony's car. Tony reached for it in a suit and sunglasses ensemble.

"What are you doing, a little video diary?" Tony asked.

"Yeah." he said embarrassed.

"It's all right. I'd probably do the same."

"I told him not to do it. He was filming everything." Happy said from the driver's seat.

"It's okay."

"I'm gonna wipe the chip."

"Hey, hey, hey, hey, hey. You know what? We should actually... We should make an alibi video for your aunt anyway. You ready?" Tony said and took off his sunglasses, revealing a badly bruised face.

"Yeah, hold on." he said.

"We rolling?"

"An alibi? Sure."

"Get in the frame."

"Okay."

"Hey, May. How you doing? What are you wearing? Something skimpy, I hope."

He turned to Tony with a frown on his face. Tony chuckled and patted his shoulder, while his face wore an uncomfortable smile.

"Peter, that's inappropriate. All right, let's start over. You can edit it."

"Mm-hmm." he said then looked at Tony and chuckled.

"Three, two, one. Hey, May. My gosh, uh, I wanted to tell you what an incredible job your son did this weekend at the Stark internship retreat. Everyone was impressed." Tony said putting on a solemn face.

He offered the camera a wide-eyed, tight-lipped smile, trying to look innocent. Suddenly, there was a loud honk.

"Come on! It's a frigging merge." Happy said. "I'm sorry." he said to Tony.

"This is because you're not on Queens Boulevard." Tony said. "See, Happy is... is hoping to get bumped up to asset management. He was head of security, and before that, he was just a personal assistant." he said to the camera.

Still driving, Happy gave Tony a sidelong glance.

"That was a private conversation. I don't like joking about this. It was hard for me to talk to you about that." Happy said.

"No, seriously, was he snoring a bunch?" Tony asked and Happy slammed on the brakes, making the car screech to a stop.

"All right. Here we are. End of the line. Whoops."

Tony laughed and filmed Peter, who looked a bit pale.

"Happy, can you give us a moment?"

"You want me to leave the car?"

"Why don't you grab Peter's case out of the trunk."

His film finally stopped rolling and he slowly lowered his phone, shocked.

"I can keep the suit?" he said.

"Yes, we were just talking about it." Tony said and put his sunglasses back on and cleared his throat.

Through the rear window, Happy was struggling with his case.

"Do me a favor, though. Happy's kind of your point guy on this. Don't stress him out. Don't do anything stupid. I've seen his cardiogram. All right?"

"Yes." he said enthusiastically.

"Don't do anything I would do, and definitely don't do anything I wouldn't do. There's a... There's a little grey area in there, and that's where you operate."

"Wait, does that mean that I'm an Avenger?"

"No." Tony said and Happy knocked on the window and held the case up.

"This it?" he asked.

"7th floor."

"I can take that. You don't have to take it." he said.

"You're gonna take it?" Happy said.

"Yeah, I can take that."

"Thank you." Happy said and dropped the case by the car.

"So when's, when's our next... When's our next "retreat," you know? Like..."

"What, next mission?" Tony asked.

"Yeah, the mission. The missions."

"We'll call you."

"Do you have my number?"

"Yes I mean, we'll call you. Like, someone will call you."

"Oh."

"Alright?"

"From your team."

"Okay." Tony said and reached for the door but he thought it was a hug and brought his arms around Tony. "It's not a hug. I'm just grabbing the door for you. We're not there yet." he said and he awkwardly climbed out of the car. "Bye." Tony said and he and Happy drove off.

Holding his bag and the Spider-Man suit case, he grinned.

"They're gonna call me." he said and headed to the apartment entrance.


He wringed his mask and water dripped from it. He was sitting on a jungle gym. In front of him, Iron Man was floating in the air.

"And then he just, he just, like, swooped down like a monster and he picked me up and, uh, he took me up, like, a thousand feet and just dropped me. How'd you find me? Did you put a tracker in my suit or something?" he said.

"I put everything in your suit. Including this heater." Tony said.

"Whoa!" he said the suit was dried instantly and steam rose from it, surrounding him. "Whew, that's better. Thanks." he said and shivered, his teeth chattering.

"What were you thinking?"

"The guy with the wings is obviously the source of the weapons. I gotta take him down."

"Take him down now, huh? Steady, Crockett, there are people who handle this sort of thing."

"The Avengers?"

"No, no, no. This is a little below their pay grade."

"Anyway, Mr. Stark, you didn't have to come all the way out here. I had that. I was fine."

"Oh, I'm not here." Tony said and Iron Man's helmet opened, revealing an empty space where Tony's face should have been. "Thank God this place has Wi-Fi or you would be toast right now. Thank Ganesh while you're at it." he said. "Cheers." he said kept talking through the empty suit, his helmet still open. "Look, forget the flying vulture guy, please."

"Why?"

"Why? Because I said so!" Tony said. "Sorry, I'm talking to a teenager." he said. (to Peter) Stay close to the ground. Build up your game helping little people, like that lady that bought you the churro. Can't you just be a friendly..." he said to Peter and heard him put something down with a clink. "...neighborhood Spider-Man?"

"But I'm ready for more than that now."

"No, you are not." Tony said and the empty Iron Man suit closed.

"That is not what you thought when I took on Captain America."

"Trust me, kid. If Cap wanted to lay you out, he would've. Listen to me. If you come across these weapons again, call Happy."

Then he heard a car engine revving.

"Are you driving?" he asked then heard Tony shut the door.

"You know, it's never too early to start thinking about college. I got some pull at MIT." Tony said. "End call." he said at his phone.

"No, I don't need to go to col- Mr. Stark-"

"Mr. Stark is no longer connected." FRIDAY said and the Iron Man suit flew off.

"That's awesome." he muttered grudgingly.


At the Staten Island Ferry terminal, Peter swings onto a building roof. As the massive orange ferry pulls out of the dock, he takes a running leap and spreads his glider wings. He lands and hangs on the hull.]

"Nice." he said, grunted and peeked through a window and saw passengers sitting inside. "Okay, Karen, activate Enhanced Reconnaissance Mode."

"Sure thing." Karen said.

"He's up front. Main deck." Toomes said.

"I hate this guy." Schultz said.

"It's the guy from the bridge, right? Who's that other guy?" he said.

"Just keep me posted." Toomes said.

"There's no record of him in my criminal database. Incoming call from May Peter. Should I reroute to your heads-up display?" Karen said.

"I can't talk right now. I'll call her back." he said and watched Toomes and the spider drone climbed onto his head. "Hey, dronie, keep an eye on that guy. We can't let anybody get away this time."

The drone hovered by the window. He climbed up to the ferry roof and crawled to the edge and peered down at four men on the front deck.

"Who's the guy on the left?" he asked.

"Mac Gargan. Extensive criminal record, including homicide. Would you like me to activate Instant Kill?" Karen said.

"No, Karen, stop it with the Instant Kill already." he said and Schultz approached Gargan.

"White pickup truck." Schultz said and Gargan nodded to a slim man who walked away.

"Dronie, scan the ship for a white pickup truck." he said.

The tiny drone scanned the cargo under the deck and spotted a pickup truck. It hovered over the truck and scanned its contents. Then Toomes' coworker got out of the car and lead the slim man to the back.

"Oh, this is too perfect. I got the weapons, buyers, and sellers all in one place." he said.

"Incoming call from Tony Stark." Karen said.

"No, no, no. No, no, don't answer."

"Mr. Parker. Got a sec?" Tony asked.

"Uh, I'm actually at school."

"No, you're not." Karen said.

"Nice work in D.C." Tony said.

"Okay." he said.

"My dad never really gave me a lot of support... And I'm just trying to break the cycle of shame."

"Uh, I'm kind of in the middle of something right now."

"Don't cut me off when I'm complimenting you. Anyway, great things are about to-" Tony said and the ferry horn blared. "What is that?"

"Uh, I'm at band practice."

"That's odd. Happy told me you quit band six weeks ago. What's up?"

"I gotta go. Uh, end call."

"Hey."

"I'll take those!" he said. "Yoink!" he said and snatched a key chain then leapt onto the deck. "Hey, guys. The illegal-weapons-deal-ferry was at 10:30. You missed it." he said and disarmed two guys with the spiderweb, kicked Gargan, and slammed him.

He ducked from Schultz's Shocker gauntlet, which got caught in a gate.

"Spider guy's here." Randy said and Tomes left his seat.

Two thugs got up behind him.

"Whoa, whoa, whoa. Not so fast." he said and threw them both. "Are you guys okay? My bad. That was a little hard." he said and eyed Schultz, who was still struggling to free himself. "I gotta say the other guy was way better with that thing." he said and reloaded his web-shooter. "I'm honestly, I'm, I'm shocked." he said and shot a web grenade behind him, attaching a thug to the wall with it.

In the cargo hold, Toomes bashed the slim man's head against the truck. Then he faced him standing yards away on deck. Suddenly, agents came out of nowhere and aim at him.

"Freeze! FBI!" FBI Agent 1 said.

"Don't move." FBI Agent 2

"Get on the ground."

"FBI."

"Wait, what do you mean, FBI?" he asked.

"The FBI is the Federal Bureau of Investigation." Karen said.

"I know what the FBI means, but what are they doing here?"

Then a mechanical wing burst out of the truck, making the agents turn to it. Toomes flew toward the deck in his vulture suit and agents shot at him.

"Get out of the way! Get out of the way!" he said and

Vulture fired a high tech weapon, dragged a car, and threw it to the agents. "Look out, look out, look out. Move, move, move!" he said Vulture hit him, causing him to fall into the water.

Then he fired energy blast at a man's arm.

"Get to the top deck. We're getting out of here." Toomes said.

He shot his web at Schultz, but missed then shot the web at Vulture's leg and pulled. Vulture hid behind his large metal wings that protected him from the gunfire, then shot at the agents. One blast hit an indoor seating area. He weighed Vulture with a car attached to his web. Dodging a blast, he leapt to the upper deck and shot some more web. Hanging from Vulture's suit, he swung over the water. The flying man fired at him and he swung back onto the deck. Vulture cut the strands of web with the blades of his wings. Then he shot web at the barrel of Vulture's high tech weapon.

"Activate Taser Web!" he said and electricity traveled up the strand of web and the weapon was yanked away from Vulture.

On the deck, it bounced around wildly. He trapped the weapon using lots of spiderweb.

"You're messing with things you don't understand." Toomes said and the weapon's laser beam broke up into multiple rays.

The energy blast cuts through the upper seating area, narrowly missing frightened passengers. In the air, Vulture dodges the blasts as they shoot into the sky. Schultz sprinted toward an upper deck, leapt into the air, and landed on Vulture's back. The rays sliced through the length of the ferry, then vanish. In the seating area, passengers moved cautiously. In the cargo bay, jets of water started to split up the ferry.

"Oh, my god. What do I do? Karen, uh, give me an X-ray of the boat and target all the strongest points." he said and his display highlights spotted on the structure. "Web grenade. Web grenade." he said and shooting web, he leapt between the two sides of the ship. "Splitter web, go." he said and tumbled back and forth on the upper part of the ferry, connecting the ship with strands of web.

He dodged flames as he traveled down the length of the ferry. Then he fired several strands of web and once, and bind them together with another strand. Reaching the bow, he crouched on the edge of the roof. Then he eyed the two leaning halves of the ferry that were crisscrossed with spiderweb.

"Great job, Peter. You are 98 percent successful." Karen said.

"Ninety-eight?" he said.

"Yeah, Spider-Man!" a man said and the web strands began snapping.

"No, no, no, no!"

Water flooded the cargo hold, pushing the cars forward. People clung to posts as the stream rushed past them. On the upper level, passengers slid down the floor of the leaning ferry. The gap widened as the web strand continue to snap. He leapt into the air.

"No!" he said, grabbed a thread and shot another.

Arms outstretched, he hung between the two sides, trying to hold them together.

Suddenly, the two sides started moving toward each other.

"What the hell?" he said and landed gently in the seating area and looked around. "What the hell..." said then Iron Man raised into view.

"Hi, Spider-Man. Band practice, was it?" Tony said and hovering outside, held up one half of the boat.

Drones arrived and attached themselves to the other half. Thrusters propel the two halves of the ferry forward and joined them together.

Iron Man looked at him through the window, then flew off.

"Yeah, Iron Man!" a man said and he swung into the cargo hold, where Iron Man was welding the ferry back together.

"Uh, Mr. Stark? Hey, Mr. Stark. Could I do anything? What do you want me to do?" he asked.

"I think you've done enough." Tony said and flew away.

He climbed to the top platform of a mast and looked around. Smoke was pouring out from the massive vessel. Rescue boats and helicopters approached from all directions.


Helicopters were still flying around the ferry. He was perching on the edge of a building, sans mask, when Iron Man flew over to him.

"Previously on Peter Screws the Pooch: I tell you to stay away from this. Instead, you hacked a multimillion-dollar suit so you could sneak around behind my back doing the one thing I told you not to do." Tony said.

"Is everyone okay?" he asked.

"No thanks to you."

"No thanks to me?" he said and angered, he jumped off the edge and approached Tony. "Those weapons were out there, and I tried to tell you about it. But you didn't listen. None of this would've happened if you had just listened to me. If you even cared, you'd actually be here." he said.

The Iron Man suit opened revealing Tony inside who stepped down from the suit and marched toward him and he backed off.

"I did listen, kid. Who do you think called the FBI, huh? Do you know that I was the only one who believed in you? Everyone else said I was crazy to recruit a 14-year-old kid."

"I'm fifteen."

"No, this is where you zip it, all right? The adult is talking. What if somebody had died tonight? Different story, right? 'Cause that's on you. And if you died, I feel like that's on me. I don't need that on my conscience."

"Yes, sir."

"Yes."

"I, I'm sorry."

"Sorry doesn't cut it."

"I understand. I just wanted to be like you."

"And I wanted you to be better. Okay, it's not working out. I'm gonna need the suit back."

"For how long?"

"Forever." Tony said and he shook his head with a shocked expression. "Yeah. Yeah, that's how it works."

"No, no, no... Please, please, please..."

"Let's have it."

"You don't understand. Please. This is all I have. I'm nothing without this suit."

"If you're nothing without this suit, then you shouldn't have it. Okay? God, I sound like my dad."

"I don't have any other clothes."

"Okay, we'll sort that out."


There were grunts and cries. He was under the debris, still alive, panicked and took off his mask.

"Oh, god. Okay, ready?" he said and struggled to get up but fails. "Hello! Hello! Please. Hey, hey, please. I'm down here. I'm down here. I'm stuck. I'm stuck. I can't move. I can't..." he started and took a moment to catch his breath and looked down at his reflection on a puddle.

The Spider-Man mask in the puddle covered half the reflection, making it look as if he was wearing the Spider-Man mask on half his face.

"If you're nothing without this suit, then you shouldn't have it." he heard Tony say.

Once again, he tried to push the debris off his back.

"Come on, Peter. Come on, Spider-Man. Come on, Spider-Man. Come on, Spider-Man. Come on, Spider-Man!" he said and finally freed himself from the debris and got up amongst rubbles.

He spotted Vulture perching on top of a stripped billboard.


He rounded the corner and found Happy waiting for him in the bathroom.

"Hey, Happy. What, uh... What are you doing here?" he said.

"I really owe you one. I don't know what I would do without this job. I mean, before I met Tony-" Happy said when a toilet flushed and cut him off.

They awkwardly stood there as someone came out, washed his hands, wiped them, and left the bathroom, throwing a long, confused glance at them.

"So, uh, how long you been here?" he asked.

"Long enough to be awkward. Boss wants to see you." Happy said.

"Is he here too?" he whispered.

"In the toilet? No, he's upstate."

"Upstate? Like, upstate-upstate?"

"Yeah, let's go."

Soon they were in Happy's car. Dashboard display says: "You may take your hands off the steering wheel."

"Take a look. It's pretty impressive, huh?" Happy said.

Outside the window was the New Avengers Facility.

"They just finished remodeling the whole thing."

He studied the facility with an awed expression then saw the reflection of a Quinjet taking off.

A few minutes later they were inside the compound, he watched a Quinjet fly off with a huge grin.

"You don't see that every day." Happy said when Tony approached them.

"Oh, there they are. How was the ride up?" Tony said.

"Good."

"Give me a minute with the kid."

"Seriously?"

"Yeah. I gotta talk to the kid."

"I'll be close behind."

"How about a loose follow? All right? Boundaries are good." Tony said and playfully punched him in the shoulder, then put an arm around him. "Sorry I took your suit. I mean, you had it coming. Actually, it turns out it was the perfect sort of tough-love moment that you needed, right? To urge you on, right? Wouldn't you think? Don't you think?"

"Yeah, yeah, I guess." he said.

"Let's just say it was." Tony said, sighed and kept leading him towards a door.

"Mr. Stark, I really-"

"You screwed the pooch hard. Big time. But then you did the right thing. Took the dog to the free clinic, you raised the hybrid puppies... All right, not my best analogy." Tony said. "I was wrong about you. I think, with a little more mentoring, you could be a real asset to the team."

"To the... To the team?"

"Yeah. Anyway..." Tony said. "There's about fifty reporters behind that door. Real ones, not bloggers." he said and pointed at a door then pressed some buttons on his watch and a secret compartment in the wall opened, revealing a brand-new Spider-Man suit, the Iron Spider Armor. "When you're ready... Why don't you try that on? And I'll introduce the world to the newest official member of the Avengers: Spider-Man."

"I..." he said and chuckled, amazed.

"Yeah. Give that a look." Tony said and he kept admiring the Iron Spider Armor.

"So, after the press conference, Happy will show you to your room, your new quarters." he said. "Where's he between? He's next to Vision?" he said to Happy.

"Yeah, Vision's not big on doors." Happy said.

"It's fun."

"Or walls."

"You'll fit right in." Tony said to him.

He hesitated for a moment, then turned to Tony.

"Thank you, Mr. Stark. But I'm good." he said.

"You're good? Good? How are you good?"

"Well, I mean, I'm... I'd rather just stay on the ground for a little while. Friendly neighborhood Spider-Man. Somebody's got to look out for the little guy, right?"

Tony took off his sunglasses and stared into his eyes.

"You turning me down? You better think about this." Tony said. "Look at that. Look at me. Last chance, yes or no?" he asked pointing at the new Spider-Man suit.

"No."

"Okay. It's kind of a Springsteen-y, working class hero vibe that I dig. Uh, Happy will take you home. Yeah?"

"Yeah." Happy said. "Mind waiting in the car? I need a minute." he said to him.

"Thank you, Mr. Stark." he said.

"Yes, Mr. Parker. Very well." Tony said and they shook hands.

"See you around."

"Okay."

Then he started leaving with a spring in his step, but slowed to a stop and turned to Tony, who was putting the Iron Spider Armor away with a tap on his watch.

"That was a test, right? There's, uh, nobody back there?" he said.

"Yes, you passed. All right, skedaddle there, young buck." Tony said.

"Thank you, Mr. Stark. Thank you."

"Yeah, thank you." Tony said and he walked away.

Then he opened his eyes and felt tears going down and whipped them away.

He looked at the picture of Iron Man again for a second then got up.

"After this summer field trip I'll take his place to protect New York and if an Avenger or Happy ever calls me I'll be there." he said, aimed a shot at a building and went off to the apartment to get ready for summer break field trip.

'Don't worry Tony, I'll do whatever it takes to protect New York.' he thought and kept going.