I'm baaack! This chapter's also a little shorter but hey, the shorter the better...okay, not really, but it's better than nothing. And don't worry. There's more Avengers action. I'm glad you guys liked the last chapter. Wasn't easy, and it took me a while. Which is why this too pretty long to write. Well, before I start rambling on again, get ready for...SPIDER-MAN!


Tony Stark was many things. A genius, a playboy, a billionaire philanthropist. Some would say he was an egotistical, self-obsessed jerk. Fury's word, not his. But, he was not, by any means, an exterminator.

"Oh, for God's sake, Lang. It is just a spider. It's not going to try to hurt you!" Tony Stark yelled, throwing his hands up in frustration. A few minutes ago, he had been discussing ways to improve his armor with a few modifications. However, JARVIS had informed him Scott needed him for something - an emergency. But he was pretty sure squashing a spider was not an emergency!

Scott, on the other hand, shook violently - but comically. He curled himself deeper into the chair, shakily pointing a finger at the black arachnid. "You don't know that! It could be poisonous or something! Now flush it down the toilet or something!" his voice rose in hysteria. Tony sighed irritably, massaging his temple.

He REALLY needed a drink right now.


Sam and Darcy stood in comfortable silence in the quiet elevator. The whole elevator radiated with AC/DC music, but it seemed to be JARVIS had purposely tuned it down as to not shatter any eardrums. Darcy fidgeted with her hands, twiddling her thumbs, Sam clasping his hands behind his back, nodding his head to the beat slightly.

Darcy broke the silence. "So, what are you doing up in Stark's lab?" she asked, her voice curious and casual. Sam merely shrugged, "Tony rebuilt my wing-pack to make it more," he tilted his head to the side, "Sturdier or something. I don't know. I pretty much tuned him out after that."

Darcy chuckled, nodding in understanding. She folded her arms across her chest, grinning, "Cool. I'm just going down there because the jack-ass promised he fixed my phone." she answered before he could ask her anything. Sam nodded, obviously already knowing the billionaire had something to do with the broken phone.

After a moment, she spoke again, "Hey, do you think we might meet the new guy?" she asked, eyes sparkling in curious wonder. He turned his head to look at the girl, furrowing his brows with a confused brow. "New guy? You mean another superhero?" he asked. Weird. He didn't remember Tony mentioning something about a new hero joining the team. But then again, the guy was pretty unpredictable half the time.

The brunette shook her head, "No. I meant Tony's new intern. The Parker guy, I think." she said, biting her nail. Sam raised an eyebrow, "The intern? Uh, I'm not really sure. Maybe. Why you ask?" She shrugged, "No reason. I'm just curious." After a few minutes, the elevator descended down to Stark's lab.

Now, Sam has only been here for 2 months, but in all honesty, he didn't expect the lab to look like...this. Instead of high-tech neatness, it looked more futuristic and messy. There were coffee cups discarded on a few tables, the walls were metallic and glassy, a few machines were laid out messily, and there were a few gadgets left forgotten on...everywhere.

However, what caught Darcy's and Sam's eyes was the back of someone's head. It seemed to be a boy, inches shorter than the two adults, and he was scribbling something in a notebook with a blue marker. Sam scanned the area for a short minute, not finding any Tony. The genius must be getting another drink or something.

Without warning, Darcy walked over to the young boy with a nonchalant smile gracing her lips. Sam noted how his shoulders tensed and he whipped his head, shutting his notebook less than a second before she could see. He spun his chair around to face them, eyes widening a fraction. Before he could muster anything to say, Darcy outstretched her hand, a sweet smile adorning her lips, "Hi. I'm Darcy."

The boy tilted his head with a confused glint in his hazel eyes, humming in confusion. He wearily outstretched his arm, "Peter Parker." he introduced slowly. Darcy didn't seem to notice his guarded and weary behavior, and continued on, "I heard you're Stark's new intern. So, tell us, what's it like?"

Sam walked over to them, shifting uncomfortably - he really didn't know what to do in this position, and he never really hung out with kids - especially teenagers. The teen seemed to be just as uncomfortable as he was. The boy - Peter - shrugged, "It's okay, I guess. Bruce is pretty nice - he's been practically my idol since I could remember. I thought all his theories on gamma radiation were interesting." Sam listened to the kid ramble on about Bruce's work. Weird. Most kids his age only liked Bruce for the Hulk.

" - And Tony's cool, too. But, he's a little," he narrowed his eyes in thought, puzzled for the right word. "Egotistical?" Darcy guessed, smirking. A smirk suddenly stretched its' way to Sam's lips, chocolate brown eyes twinkling in mischief, "Insane?" his voice rang with a playfulness.

Peter chuckled, "Something like that." he answered. Darcy glanced at his notebook and markers. "Hey, what're drawing?" she asked, gesturing to the items placed on the table. The teen looked over his shoulder and smiled just a tad, "Nothing." he answered with a shrug, but the look on his eyes and how his smile betrayed it.

A ringtone echoed off the walls, all three occupants jumping slightly at the sound (although Sam noted how forced the flinch looked in Peter's startled flinch), and Peter fished for something in his bag, fiddling with the phone before tapping it, holding it out to his ear. "Hey, Trey." A pause. Peter briefly glanced at the adults, "Uh, a little. Why?"

Another pause. Peter pursed his lips, "I can help you in an hour." a pause, the teen rolled his eyes. "I'm not lying this time. I'm actually coming over." pause, "You'll never believe me of I told you." Peter answered with a shake of the head complimented with an amused smile. There was another pause for a few seconds, and the teen's shoulders tensed, his smile dropped.

"That's tomorrow?" a brief pause, "Oh. I forgot." as the teen listened to his friend talk, Sam and Darcy noted how his small and fragile appearance seemed to betray his age. He frowned deeply, his whole posture defeated, and a sad, gloomy look sparkled in his hazel orbs. He swallowed thickly, looking like he was trying to keep his unshed tears abay. "I know, I know. It's just...I've had a lot on my mind right now."

The voice in the phone seemed to pause, as if the person was realizing his mistake. Peter calmly closed his eyes, waving a dismissive hand, "No, no. It's okay. You didn't know." the voice spoke again, "Thanks. I'm okay. Really. Look, I gotta go. I'll see you in an hour. Bye." the teen didn't seem to bother to wait for a reply as he hung up.

He went back to scrounging in his bag - probably nothing in particular - and avoided eye contact, "Sorry about that." he mumbled. Sam and Darcy exchanged concerned glances with each other, turning their heads back to the boy, "Who were you talking to?" Darcy asked innocently.

Peter shrugged a shoulder, "A friend of mine." he answered quietly, refusing to tear his eyes off the bag. Sam saw a twinkle in young boy's eyes. They seemed to be glowing with sorrow, sadness, and...regret? Sam licked his lips, stealing a glance at Darcy, who shrugged helplessly.

Both knew it wasn't any of their business. Whatever the boy seemed to be hiding was his own business. And he didn't even know them. And they didn't know him. So really, what could they do?


Peter was exhausted. And hungry. And REALLY cranky.

Unfortunately for him, he didn't get any sleep for the past few nights. He had been too busy with the design and production of his new costume. And homework, obviously. Not only that, but he had to help Tony and Bruce work on a few new suits and self-defense weapons.

He had a lot on his plate. And currently, he was in 'tutor your best friend' mode. And Trey wasn't making any of it any easier. Thanks to his sleep deprivation, every time his friend answered a problem incorrectly, he felt like ripping his hair out.

Trey groaned, running his hand through his face, "Ugh. I don't get this. Why do I even need to know this stuff, anyway?" he whined, voice irritated and high-pitched. Peter forced a smile (tight, almost obvious), and rolled his eyes, "Because you do, now answer the question." he gritted through clenched teeth.

Trey raised an eyebrow. Despite Peter's insistence (for the past week or so), he was not an idiot. He noticed something incredibly odd about his friend's behavior. After his uncle died, he's been acting WAY more different than usual. His sudden and mysterious bruises have all disappeared, but he seemed exhausted, dark, purple bags forming around his eyes. And he held a notebook in his hand everywhere he went. He drew weird, mysterious doodles of spiders with a black marker. And any time he tried to see what he was drawing with the red and blue markers, he'd snap it closed before he could even blink.

"Uh...Pete?" his voice was weary, a little scared, almost, "...you okay?" he asked with a frown. Peter lifted his head, blinking stupidly at Trey for a second, "Yeah. I'm just a little tired, is all." he yawned, "Didn't mean to snap at you."

Trey shrugged, "No problem. I get it. Kinda. You probably have a lot on your plate. With the internship - still jealous about that - and with that weird science award you're getting, and..." he faltered as Peter went as stiff as board. "...other stuff..."

Peter awkwardly looked away, swallowing what seemed to be a forming lump. It had all happened way too fast. The spider powers, the street fighting, and...Uncle Ben. In all honesty, it only happened about two weeks ago. But it still left a painful pang and a ball of regret in his chest. And only a week ago he had received a big time science award presented by one of his idols. But it only helped a little.

And to make things worse, everyone at school stared at him with sorrow and pity clouding their eyes. He was sick of hearing 'Sorry about your Uncle.' or 'It'll all get better.' or something like that. Even Gwen Stacy had looked at him with pity and...understanding? Even planting a hug on him, but he didn't have the energy to acknowledge it. And to make matters even worse, he and Aunt May had to move into a dinky apartment thanks to financial issues. Yeah...his life really sucked. Well, at least Flash still treated him like his own personal punching bag...or should he be concerned about that?

Trey sighed next to him, patting his shoulder awkwardly, "...Sorry." he muttered. Peter gently shrugged Trey's hand away, "It's okay. You didn't mean to" after a minute of awkward silence, Peter sighed, "Okay, let's get back to science." he clapped his hands together with a forced smile plastering his lips.

His friend threw his head back and groaned irritably, like he'd rather do anything else. "Or..." he smirked, "We could talk about those weird spider drawings in your notebook?" a suggestive smile twisted from his lips, shrugging. The other teen in the room rolled his eyes, grinning lightly, "I'd rather not." he answered dryly.

The dark skinned teen slumped his shoulders, pouting, "Aw, c'mon!" he whined, "You've been drawing something in that weird book lately. And I wanna see what's in it!"

The arachnid teen shook his head, "Yeah, no." he rejected with a smug smirk. For safety measures, he slid the book closer to him, in case Trey had any ideas. He thought about telling Trey at first about his spider powers. But before he could, Uncle Ben...after that, and what he decided to do, he just couldn't tell Trey anymore. He could accidentally put him AND Aunt May in danger. Plus...there was a possibility he could let it slip, but Peter trusted him.

Trey narrowed his eyes at his friend. Oh. So they were going to play that game, huh? Well, he was going to have to pull it out of him. Whether he liked it or not.

Discreetly, he edged his arm closer to the book, Peter sliding it closed to him ever so slightly. His friend smiled innocently, like he wasn't trying to hide anything. Trey toothily grinned, chuckling. He walked around Peter, arm reaching out for the book. Again, he failed.

After three more failed attempts, Trey yelled in frustration, arms thrown in exasperation. "Urgh! Come on! Why won't you tell me what's in that book?!" he blinked, brows furrowing, and a mischievous smirk pulled upwards, "Are you drawing a picture of Gwen Stacy in a bikini?" he asked, voice oozing with mischief and curiosity.

An immediate blush rushed to the other teens' cheeks, eyes wide, "W-What?!" he sputtered, frantically shaking his head, "N-No! That's - That's -" he pursed his lips, glaring. "I'm not drawing a picture of...that! I'm just -" he faltered.

"Peter, your aunt just called! She wants you to come home for dinner!" Trey's mother called.

Peter closed his eyes, sighing in relief. 'Oh, thank you, Aunt May!' he thought to himself. The teen arachnid stuffed his belongings into his backpack, making his way towards his door. He looked over his shoulder, smiling shakily, "Uh, see you at school, Trey!" with a quick wave of goodbye, he practically ran out the door, leaving a VERY confused Trey behind.

Trey folded his arms over his chest, raising a suspicious brow, "That boy is up to something." he muttered to himself. And he was going to find out what.


New York was known for many things. It was known as the 'City That Never Sleeps'. It was known as the 'Big Apple'. And it was known for its' high-ranking crime scenes, such as robberies, muggings, shootings, etc.

Good people suffer the consequences of those crimes. And sometimes, the police can never get there on time. And unsurprisingly, the Earth's Mightiest Heroes never dropped by to help - unless it was something big. Like HYDRA or alien threats - even robots.

Which is why people needed a low-class hero. A hero who wasn't one of those 'high class' ones. Someone to stop anything that comes their way, no matter how big or how small. Even if it meant risking their entire life.

And Peter Parker was going to be that hero.

After endless nights of sketching and coloring, he finally made a final decision on his costume design. Sighing to himself, ignoring his still rumbling stomach (stupid metabolism), he swiveled himself around to find many scattered papers decorating his floor, with many rejected designs.

He held the notebook tightly in his hands, eyes narrowed and brows furrowed, focused. He stared at the design. It was his soon-to-be costume. It was red, blue, and black. It had white eyes, shaped like sharp teardrops. It had a black web design in the red areas, starting the web-shape on his nose of the mask. The blue parts were hidden in the drawing, but he still planned it. It was going to be blue in the back, legs, under the arms (stopping at his forearm), and his sides with a red waist. And two spiders. One on his chest, black, and the other one on his back, red.

Nodding to himself, he set the notebook down, gathering his sewing materials. After an embarrassing year of sewing classes with Aunt May (punishment for accidentally blowing up the bathroom for his science experiment. Don't ask), he managed to learn how to sew a basic outfit for anything...which resulted in endless teasing. And he did not enjoy that particular hobby. Surely he could sew a basic superhero costume.

Grabbing the fabric, which was spandex (hey, it was all he could afford, and it was flexible enough to let him move fluidly), he began with the basic stitches, starting with the hard part of the costume - the body. After about two hours (using his enhanced speed with his fingers), he set the finished part down on his bed, not glancing back as he headed back to his chair.

Clapping his hands together, his fingers stinging from a few cuts, he got to work on the mask. He used one-way glass for the lenses, grabbing the remainder of the light, sticky black material he used for the body part of the costume. With careful fingers, he applied the black material in the sharp teardrops. And then he added in the lenses. After that, he stuck the material as the web motif all over the bright red mask.

After finishing up the mask, he set it above the body part of the costume. Planting his hands on his hips, smiling to himself at the costume. It looked...perfect. Like a real superhero costume. Now, all he needed was a name...which was the hard part for him. What should he call himself? He couldn't let people know who he was under the mask, he has Aunt May and Trey to protect, even everyone else he knows.

Man of Spiders? No, too cheesy. Man-Spider? Bleh, too...just bad. The Human-Spider? Okay...that was just lazy. It had to be something clever. Eh...he'll just wait.

First things first, make sure the costume fits. Grabbing the top part of the suit, stripping his clothes off, except for his boxers, he slipped the top on, peeling on the tights, gloves, and boots. Then, he grabbed the mask, pausing.

It...it still felt so unreal. Everything in his life still felt so unreal in his life. The spider bite, powers, his Uncle Ben dying, living in this dinky old apartment, and now the heroing. It was...both terrifying and amazing at the same time. He looked into his reflection on the lenses. And he saw Puny Parker. Son of Richard and Mary Parker, Nephew of Ben and May Parker, Best Friend of Trey, Admirer of Gwen Stacy, Prey to Flash, Intern to Tony Stark, Top Student of Midtown High, President of the Science Club. He saw himself.

And now he was going to be someone else. Someone with an amazing power. Someone who was about to make a whole lot of enemies. Maybe even allies. Someone who was about to make a difference. Someone with great power...and great responsibility. Someone special

With a faint smile, he slipped the mask over his head, rolling his shoulders. He held out his hands, slipping his web-shooters under his gloves. He made them thin and unnoticeable enough to be unseen. Nodding to himself, he grabbed a few pillows and piled them and covered them with his blanket - he couldn't let Aunt May think he was sneaking out or whatever, well he was but for different reasons she wouldn't guess.

Making sure the 'Peter Lump' looked realistic enough, he grabbed a police scanner he hacked into and listened for any suspicious activity. He hooked it to his ear and listened.

"We have a Code 5. Bank Robbery in 65th street, I need all officers on point." a voice crackled.

A bank robbery? Sounds pretty easy enough for his big debut. Nodding slightly, he unhooked the radio scanner, walking over to his desk to set it down when he caught a sight of himself in the mirror. And he no longer saw Peter Parker.

He saw a man - well, a guy who looked like a superhero. He looked lean, muscular, and kinda on the skinny side. He could see the abs poke through the spandex, his toned legs vibrating beneath the deep blue. His muscles looked incredibly defined underneath the bright red and the sticky black stuff. And his face looked kind of threatening. He didn't mean for the lenses to look that sharp. They were a little wide, not very much, though. And he looked like...a spider.

He was also on the small side, but hey, at least his opponents will be in for a big surprise.

Smirking, he climbed out the window, going into spider stealth, and headed to the bank robbery.

Time to make my first show.


And there you go! Sorry it's not as long as the last chapter. Writer's Block sucks. I promise the next one will be a little long. And sorry this took so long. Busy updating LWT. Next chapter...Spider-Man stops a certain robbery...and someone notices the little spider. Can you guess who? And I hope I described the Tobey Maguire Spider-Man well enough, since it'd look...a little small on Billy. But, hey! Leave it to your imagination. See y'all soon!

Bye!