It was late, and Peter just couldn't sleep. With all the excitement from the day and the fact he hadn't gone on patrol to burn his excess energy had him tossing and turning in bed.

"Hey, FRIDAY?" Peter asked.

"Yes Peter?" FRIDAY answered.

"Is Mr. Stark awake?"

"No, Peter."

"Is it ok if I go to the kitchen?" Peter asked.

"Ok course Peter, you may access the living area as well."

Peter hopped out of bed.

"Great. Thanks FRIDAY!"

"You are welcome Peter."

Tony lived on the floor above this one so Peter didn't have to worry about waking the man with his activities. So, once he reached the kitchen, he asked FRIDAY to turn the lights on and went routing through the cupboards. His enhance healing, and super strength also meant he had enhanced metabolism and that meant he was always hunger! More-so then even regular teenage boys.

A quick glance into the fridge told him that Mr. Stark liked to keep his pantries stocked. There was everything he could possibly imagine stuffed into the double wide fridge and freezer.

"Ah, FRIDAY? Is this food for any guest?" He asked nervously, he didn't want to eat anything he wasn't supposed to.

"Of course, Peter. The communal kitchen is open to any of the Boss' guests!"

Peter smiled widely and rubbed his hands together gleefully. He was hungry and there were so many choices.

The kitchen looked a little worse for wear when Peter was done cooking his grilled cheese and bacon sandwiches with baby dills but he vowed he would do his own dishes when he was done. No need to make Mr. Stark angry by leaving a mess.

He had just sat down with his first sandwich half way to his mouth when he heard the shuffle of feet. His Spidey-sense didn't tingle but his curiosity did. Peter had assumed he was the only guest on this floor but obviously he had been mistaken. Right away he felt guilty for making a racket in the kitchen and having the lights on.

"Something smells good," He heard a man mumble.

"It can't be Stark, he doesn't cook well enough for it to smell this good," Came a reply.

"Who else would be up at three in the morning though, the man doesn't sleep! Probably down here to avoid Pepper catching him again!"

Peter debated sneaking off before the to men came into the kitchen, he didn't feel like being questioned on who he was but the delicious sandwich was just to damn beautiful to abandon. With a sigh he set the sandwich down and waited for the visitors to arrive that way he didn't have a mouth full of food when greeting them.

All three parties were not prepared for who they saw.

Sargent James "Bucky" Barnes and Captain Steve Rogers froze and stared at the kid sitting on the stool as if they weren't quite sure he was real.

Peter had heart attack number three since Tony Stark had showed up at him apartment.

Captain America was the first to recover.

"Hello," he said slowly as if the kid was going to run away at any loud noise.

Peter managed to squeak out a 'Hi'.

"And who might you be?" Steve inquired with a glance at Barnes to make sure he was seeing a kid in their kitchen too.

Peter finally found his voice and his manners. He jumped up off the stool and hastily spewed out his apologies.

"Oh my god, Mr. R-roger, Mr. Barnes! I am so sorry! I didn't know anyone else was on this floor. I should have kept the light off and not made so much noise. I apologize! Geeze, I feel really bad, you guys probably did something really cool and amazing today and were sleeping and I went and woke you up! Sorry again. I'll just go."

Shock registered on both their faces and oddly enough it was Bucky that stopped Peter from going.

"No, no kid! It's fine, we are just getting in!" He offered, "Um, who are you again?"

"Ah man, I am sorry. Hi, hi. I am Peter. Peter Parker," he blushed a deep red, "I am Mr. Stark's new intern."

"Oh?" Steve said narrowing his eyes a bit, "His intern?"

"Yeah, it's actually my first day. Second I guess." He amended looking at the clock. "Anyway, I was just so excited at working in Mr. Stark's lab that I really couldn't sleep so I thought I'd just come down and make a snack." His explanation fizzled to a close under their stares and he found himself shifted nervously. No one spoke for a moment, so Peter added, "Would you like some?"

He held out the plate with the other sandwiches on it. He had made an entire loaf of bread worth, so he had a few to share. (In truth he could have eaten every last one of them, but he didn't want the two to notice his superhuman appetite.)

The offering of food did the trick, both men looked to each other then grinned.

"Oh yes, that would be amazing!" Bucky stated enthusiastically.

"Definitely, it has been a few days since we had decent food!" Steve added.

"Great. I'll just get a couple plates," Peter offered rushing to accommodate the two older men. He placed a plate in front of Captain America and another in front of the Winter soldier. He then divvied up the spoils between the three of them.

"Thank you, Peter. This looks good!" Steve said with a smile.

Peter took a big bite of his sandwich which was met by an expectant growl of his stomach. He really did need to eat more.

After the three of them got around to their second or third sandwich they were more inclined to speak again.

"Kid, you got a gift!" Bucky stated licking some grease off his flesh hand.

Peter chuckled a bit.

"My aunt has to work a lot, so I tend to experiment a bit in the kitchen. Can't say they all turned out this good though. My peanut butter, philly steak sandwich was a disaster. Really should have left the onions off of it!" Peter made a face at the memory causing both men to snicker.

"So, you just started with Stark, how are you liking it so far?" Steve asked.

"Oh, it's great! I never thought Mr. Stark would ever take an interest in someone like me but he had been showing me around the tower and we spent several hours down in his lab! Ms. Potts had to come tell us to get out! He even let me modify one of your prosthetics Mr. Barnes!"

"Stark let you touch one of his prototypes? Stark? Tony Stark?" Bucky said incredulously.

Peter automatically mistook his tone for annoyance at him for touching something so personal and he found himself launch into another apologetic rampage.

Bucky and Steve both rushed to deescalate the situation.

"No, no that's not what I meant!" Bucky assured him.

"Yeah, Bucky was just surprised Tony let someone other then Banner into his lab! And for him to let someone else touch a prototype of something he is working on is unheard of! You really must be something Pete!" Steve added with a smile.

The red that flooded Peter's face was becoming common place and he wasn't sure he liked it. Still, how often does one get a compliment from THE Captain America!

The teen would have liked to continue the talk but he suddenly yawned and both men looked to the clock as one!

"Yup, bed time kiddo!" Steve said suddenly getting up.

"What? No, I am good!" Peter argued meekly. Bucky and Steve wouldn't hear it though.

"Bed!" Bucky said with authority, "And don't worry about this, since you were nice enough to cook Steve and I will clean up."

"Are you sure? I really don't mind," Peter went to pick up his plate, but Steve placed a hand on each of his shoulders and physically turned him around and gave him a nudge towards his room.

"We will come see you tomorrow once you have rested," Steve promised, "If Tony let's you out of his sight."

"OK, you are probably right. Night Mr. Rogers, night Mr. Barnes." Peter called then wondered down the hall back to his super comfy bed. He crawled in and yawned again.

What even was his life? How could this get any better?

The memorable start to his weekend ended up busting apart at the seems when he was awoken not two hours later to an ear-splitting alarm going off. Red lights flashed, and Peter could hear heavy boots running.

Peter jumped out of his bed and grabbed his book bag quickly and pulled on his web shooters before yelling to FRIDAY.

"What's happening FRI?" Peter demanded.

"The Avengers are assembling, there is an imminent threat."

"A threat? Like to the tower?" Peter demanded.

"No, not to the tower. In Chicago."

Peter didn't need to hear any more. He ran to the window where he could hear the roar of engines. He made it just in time to see the Avenger's quinjet lift off the helipad a speed away faster then anything he had ever witnessed.

Although he felt a rush of excitement for what he just got to witness he was also sad that he was now by himself, in Stark tower.

"FRIDAY, do you know when they will be back?" He asked hopefully.

"Normal flight time to Chicago is approx. 2 hrs. The quinjet will make it in 1 1/2hrs. Unfortunately, I can not give you a time for handling the problem. Sorry Peter."

"That's alright FRIDAY. I will wait to see if Mr. Stark contacts me. If not, I'll just head home. I don't want to be in his lab without him."

"Very well, Peter. Would you like me to alert you if there is any change to the Boss' plans?"

"Yes, please." Peter sighed and headed for his room.

On his way to his room he ran into Pepper.

"Oh, there you are, thank goodness! I thought that alarm would scare you off!" She breathed. She looked at his disappointed face and smiled. "Come on, I will make you breakfast then you can help me for a bit, at least until we know what's going on."

"OK," Peter smiled feeling a bit more hopeful.

Half an hour later all hell broke loose again.

Peter and Pepper were sitting in Tony's kitchen having a nice breakfast of pancakes and bacon when another alarm sounded. This one was different, and FRIDAY spoke urgently.

"Ms. Potts there are unidentified intruders coming in through the top floors! It appears they are landing via parachute!" There was a pause then a loud hiss of static. "They have alien tech interfering with my systems …. "Another buzz of static and everything went dead, including the lights. Dim, yellow emergency lights were the only thing remaining.

"FRIDAY? FRIDAY?!" Pepper demanded. "Alright Peter we have to go!" She said grabbing him in one hand and pulling out her cell with the other. "Shit! What ever they are using is cutting out all cell reception as well!"

Peter felt his spidey-sense spike just in time. Peter pulled Pepper down and back behind the kitchen island just as bullets tore up the spot they had been standing. He heard Pepper scream, but he was already on the move.

Three stood at the entrance way, armed with assault rifles. Peter jumped from behind his cover and snared two of the guns pulling them out of the men's hands before he jumped, clearing the counter and caught the first man in the face with a knee. Another round of webs pinned the second man to the wall.

Pain exploded in Peter's ear as he took a right hook, but it would take more then that to halt his momentum. He pivoted, and side thrust kicked the third man in the ribs sending him across the room and crashing to the floor. In the same movement he shot a web in front of him catching the first man by the face. As he brought his kicking foot back in he pulled the man towards him before kicking the foot out in front of him, this time catching the man under the jaw and sending him a few feet into the air before he collapsed into a heap. As he turned, he punched the guy pinned to the wall hard enough to knock him out.

Peter thanked what ever gods were listening that the lights had gone out because there was no way then men, in the weird shadows cast by the emergency lights would be able to make out the details of his face well enough to identify him.

Pepper on the other hand was staring at him with an open mouth.

"Come on Ms. Potts, we got to go remember? I can hear at least seven more of these guys on the floor above us moving fast!"

She seemed inclined to listen and not ask questions for the moment, which Peter was thankful for.

The two took off for the stairway, since the power was out and the elevators wouldn't be working. They had reached the door, but Peter's spidey-sense was spiking again. He held Pepper back and pressed his ear against the metal.

"Move!" He screamed pulling her down a nearby hall and covering her with his own body. The stairway door caved in as a powerful explosion shook the tower. "Is there another way down?" Peter demanded as he stood, shaking the debris from his back.

"Yes. Other, end of the floor! But why would they destroy the stairs? What are they after?"

"Oh, I don't get paid enough to know that!" Peter smirked pulling Pepper to her feet and urging her to take the lead. He didn't know the building as well as her.

"The only thing on the upper floors are the Avengers quarters and Tony's lab …." She trailed off. "Oh no, Tony has some items from SHIELD in his lab, he was trying to dismantle it safely because it had the potential to destroy literal countries!"

That bit of information distressed the young hero greatly.

"One way down to the lab, one way up. That means they have the stairs cover not only for their escape but also any one trying to get away!" Peter pulled Pepper into another hall. "Are you sure there is no other way up or down? If I can get behind them, I can surprise them!"

Pepper thought long and hard before suddenly looking up.

"The vents! Jesus, Clint uses them all the time to scare the crap out of Tony when he is in his lab. When FRIDAY is operational she has lethal measures in place for intruders using them but Clint has Alpha security clearance so he can get through."

"FRIDAY is down right now so I won't have to worry about that. OK, I need you to go hide somewhere secure. Go back and grab one of those goons guns if you have to. There is no one else on out floor right now so you should be safe."

Pepper looked as though she was going to be sick.

"No way Peter! You are coming with me and we are going to wait this out! You are a kid, and I don't care what I saw back there but your safety is more important! Let the professionals deal with the weapons if they get out!"

"Sorry, Ms. Potts you said it yourself, those weapons can destroy countries. That would be millions of people! I can't let them just walk out of here. You got to trust me ok? Can you tell me anything about the vents?"

Pepper still looked like she wanted to argue but instead swallowed her fears and gave Peter a rough idea what to look for once he got inside the ventilation system.

It wasn't five minutes later Peter was leaping into a vent at the end of the hall. His fingers stuck easily to the smooth surface allowing him to speed off at an incredible rate.

It took every bit of focus he had not to get lost and to find the vertical shaft down to the labs floor.

"Well Spider-man, time to save the world!" He muttered to himself looking at the vent with a determined grimace.