The warehouse was filled to the brim with people, big and small. Each of them was dressed so uniquely, you'd never see the same person twice. Thugs, thieves and villains all crowded with one another, throwing their arms into the air and cheering. Clearly, they were excited for something, what it was had only just arrived.
The Green Goblins shoeless foot stomped onto the stage inside the warehouse, where a microphone had been placed for him. As soon as he reached it, the entire room went silent.

"I am Norman Osborn, but you may call me Goblin," He spoke, his voice echoing through the room, "It came to my attention that your employers, the League of Villains, plan an assault on U.A.'s finest. I said, 'That is a splendid Idea', and decided I wanted to add to their little escapade."

He grabbed the microphone and began to pace around the stage, "I have just as many, if not twice the number of villains on my side than people in this room. With our forces together, we will invade their home, and take their hope away!"

The thugs cheered for him.

"All I ask of you is one thing," He grinned, "Leave your mercy behind!"

They through their fists into the air, shouting with enthusiasm.

The blue haired man scratched his head as he stood off to the side, his eyes peering through the dismembered hand on his face, "He's far too loud," he spoke, "I don't like him!"

"Patience, Tomura," said the figure beside him, his body nothing more than dark mist contained in clothing, and yellow eyes peering out within them, "He has resources that will further us to our goal. All he wants in return is a single child. Is that not a good trade?"

Tomura continued to scratch his head, "What's so special about this Parker kid anyway? Spiders are gross. People kill spiders."

"Perhaps that is precisely the point."

Tomura looked at Goblin, squinting his eyes at him, "I don't buy it."

…

They had yet to approach Peter in the classroom as he sat firmly in his seat. His arms were crossed, and his head rested on them. No one had gotten the courage speak up after yesterdays Heroics Class. They didn't want to pour salt on the wound, knowing that something was weighing down on him. It was hardest for Mina and Momo, feeling as though they were the cause of his emotional state. They may have come to terms with what they felt, but Peter had yet to do the same.

The door of the classroom swung open, and Mr. Aizawa came waltzing in. The moment he entered, he could tell the vibe had been off from its usual cheer. Everyone was conflicted with their emotions, and It was clearer than glass. They weren't like this during yesterdays homeroom, so something must have happened between then and now.

"Good morning class," Aizawa greeted, "I have a very special announcement for everyone today."

A few people perked up to listen, but no one seemed as enthusiastic.

"Alright …" Aizawa scoffed, "We'll be taking a field trip today to a special location."

Now was when people started to listen, Peter included as he raised his head from his arms.

"This class will be taught by three different instructors, myself and All Might included," Aizawa continued, "You'll be doing disaster, shipwrecks, and everything in between. It's rescue training, essentially."

The students began to murmur with one another, minus Peter who stayed reserved from interaction.

"Sounds fun, huh?" Momo spoke to him, catching him off guard. He had almost forgotten he wasn't the only person in the world.

"Yeah! Yeah, it sounds fun," He replied, turning his attention back to the front. It was a failed attempt at interaction, but she wasn't going to give up.

"The training takes place off campus," Aizawa continued, "So we'll be taking a bus. You can decide whether to wear your costumes," he looked to Peter, "Parker, you'll have to stay behind until your protector, Overcast, arrives here to escort you. Clear?"

He nodded, "Clear."

The cases popped out of their compartments in the walls, numbered 1 through 21. Students eagerly got up to grab them, running off to the bathrooms to change as quickly as possible. Peter waited until the bulk of the students grabbed their cases before moving to grab his.
Inside his case was the watch, hiding his nano-suit safely inside. Behind him was Momo and Mina, looking at each other and wondering who should speak up first.

When Peter turned around, he was met with a startle by the two young girls before him. They both looked nervous, wanting to say something but unable to find the proper words.

"Momo, Mina," He greeted, trying his best to remain composed, "About yesterday …"

"We were gonna …ask about that," Mina said, "I didn't mean to upset you. I'm really sorry."

Peter sighed, "It wasn't you, I …" He paused, searching for the best words, "I heard your …conversation with Momo."

Both the girl's eyes widened now, looking away a second after words from embarrassment. The fact that he heard their confessions only made this more awkward to talk about.

"Look," Peter sounded sincere to calm them, "I admire it, I really do. And I am honestly happy that my influence can improve your lives in some way. It just …brought up some things for me."

"What …kind of things?" Mina asked.

Peter sighed, clicking the watch around his right wrist tightly. When trying to find his answer, the past came back to haunt him. There were a dozen reasons he could give, but he would only confuse them if they were all gifted in one box.

"I've lost …people," Peter finally said, "In more ways that one. People have turned on me, people have …" He ran his hand over his face, "Part of me doesn't want to risk hurting another person I care about, you know?"

They looked at him with concern, yet comfort. For a moment, they had worried that he would be completely reserved and ignore them all together. They were grateful to see that he was willing to at least talk about what he was feeling.

"Peter …" Momo put a hand on his shoulder slowly, making sure it was ok to do so, "We're sorry you feel like that. Mina and I still need to understand how far our feelings go. To be honest, we don't know if it goes as far as …well, romance. What we do know is that you inspire us to be better. For the moment, it's enough to give you solace."

"Yeah," Mina smiled, "We're heroes, like you. We can protect ourselves, so you don't have to worry about our safety."

"I know," Peter said, "It's just …hard."

Mina sighed, "Ok, hug time. Come here," She quickly took ahold of him, squeezing him tightly but without hurting him. Momo quickly joined in the hug and wrapped her arms around them both. Turning red, Peter laughed with a smile on his face.
"Thanks," Peter said.

Despite their efforts, he still felt unsure if this was right.

…

The other students changed into their costumes and left as soon as they could. Peter however stayed behind, sitting at his seat in the classroom. It was barren and silent, almost uncomfortable without Bakugo's attitude, or Mineta's complaining. Moments like this allowed his mind to wander to places unhealthy to most. He started to think of his life back home, and what may have changed with his disappearance. His friends and family are surely wondering where he may be, and the other Avengers must feel guilty about it. Likely, Tony would have come up with cover story. Aunt May probably wouldn't even believe it, she was smarter than that.

His train of thought derailed at the sound of a loud beeping coming from his backpack. It was a sound he hadn't heard in well over a few weeks. Hastily, he lifted his backpack onto the desk and unzipped it. Reaching inside, he pulled out his cell-phone, vibrating and ringing in his hands. How was it still working, wonde Peter. He kept it charged just in case, but he didn't think it would ring here. The phone hasn't had service since he arrived. In fact, he was lucky he had it on him when he went with the avengers.

He looked at the caller-ID, and his heart became heavy. The phone shook in his hands from the shock and anticipation. He wanted to answer right away but became nervous as to what he would say. She must have been worried sick, so he needed to say something to her. Anything.

Finally, he answered the call.

"Aunt May?!" He exclaimed, "Is that you?"

"P-Peter?" Aunt May's voice sounded from within the phone, making Peter smile brightly. She sounded scared, and rightfully so.

"Aunt May!" He said again, tears beginning to form in his eyes as he stood from his seat, "Aunt May, it's so good to hear your voice!"

"Peter! Thank god! I've been so worried something happened to you!" She was choking on her own tears.

"I'm ok! I'm right here."

Aunt May took a moment to let her breathing catch up to her, "Peter, when you didn't come home from school, I- I was so worried! I thought something horrible had happened to you! Everyone said you might be-"

"Hey, hey!" He attempted to calm her down, "I'm here Aunt May. Listen to my voice, I'm right here. I…" he began to cry, "I'm so sorry I worried you. So much has happened and I can't explain all of it. But I'm trying to find a way home, then I'll explain what I can. I promise."

"Peter…" She sounded scared again, "Please talk to me, what happened?"

"I …it's a long story," He regretted not telling her, but he worried she wouldn't understand, "I just want you to know I'm ok."

"But, Peter!" She exclaimed, "What happened? Did those men take you?"

"No one took me, Aunt May, I…" He suddenly stopped, registering what she said in full, "What men?"

There was silence on the other end. Something wasn't quite what it seemed.

Peter, reacting to his instincts, made for the door and left the room. There were only a few more seconds of silence before Aunt May called for him again, wondering why he said nothing. He simply continued to reply with 'Everything is going to be ok' and kept walking through the building. Eventually, he found his way to the teachers lounge, keeping the phone on his ear.
"Aunt May," he started, "How have you been since I left? Everything ok?"

He entered the room, where two figures had been talking with one another on the couches. One was All Might, reduced to his weaker form. The other was the principle; the little mink he had met a few weeks prior. They seemed a bit surprised to see him but said nothing when they saw he was on the phone.
"I've been alright, Peter, for the most part," Aunt May spoke slowly, "Honestly, I've been devastated since you left."

"I know, I'm sorry," He quickly covered the phone with his other hand and whispered to All Might, "Laptop."

All Might didn't fully understand what was going on, but he trusted Peter enough to know that it was important. In a bag just next to the couch, he pulled out a small laptop and handed it to Peter.

"Chord," He whispered, showing the type of wire his phone took.

Principle Nezu didn't hesitate to jump out of his chair and run into the next room, searching through the drawers for the right chord.
Peter sat down next to All Might and pulled up the coffee table, opening the laptop. He let All Might log in for him, then quickly took over again.
"Aunt May, there's so much I wish I could tell you," Peter continued talking, "There are so many things I've wanted to tell you for a long time, but I've never had the courage to do it. I wish I could explain everything, but all I can say for sure is that everything will be ok."

He gave All Might a look. It was a mix of worry, concern and determination. All Might was able to gather what he needed from it and nodded to him.
Nezu came zooming into the room with a long white chord, handing it to Peter in silence. He took it and plugged one end into his phone, and the other into the laptop. Immediately he opened a program on his phone and transferred it onto the laptop. A large map popped up on the screen, showing one dot on the school campus, with a percentage building up in the corner.

"Where are you Aunt May? At home I assume?" He asked.

"…Yes…" She hesitated, sounded more scared than ever.

"I see," He replied, continuing to type, "Uncle Ben there with you, right?"

There was silence, as if she was trying to figure out what he meant by that. Not wanting to freak out, she went along with it, "Yes …we're having tea by the fireplace."

"Remember what he said once Christmas? By that fire place? He said that no matter what happens, he would protect us."

"Even in death, I remember," She choked on her tears again, just as the percentage on the screen reached 100.

"He'll protect you Aunt May," he rested his fingers, "Just hang in there."

A second dot appeared on the screen. It rested near the entrance of the school, close to the water fountain.

She was here.

Instinct took over once again; his spider-sense ringing fast in his ears. He didn't know what it was, or where it even came from, but that didn't stop him from acting. Quickly he twisted his toes on the ground and leapt at All Might, tackling him and moving them from the couch. Throwing his left wrist out, he shot a web at Nezu and pulled him along with them. Just as they had moved from the couches, the wall of the room collapsed in a small explosion. Peter rolled into a recovery and heled All Might to his feet, while Nezu recovered on his own, almost hitting the wall. As the smoke began to clear, All Might quickly entered his strong form; his muscles grew and expanded, while his hair stood up tall.

Peter had no time to press the button on his watch before a long pillar of sand came rushing in, grabbing him and pulling him out of the room. All Might chased after him a second later, leading them into the hall where Peter was held in the air.
"Don't move, hero!" A figure shouted. His arm was partially turned to sand, holding Peter in the air and covering his nose and mouth. He wore a striped shirt and tan jeans, his hair cut small. Below him was a small pile of sand that dripped from his body.
"Let the boy go, villain!" All Might shouted, "Or I will have to use force upon you!"

Peter was running out of air with each second. If All Might wasn't carful, he could hurt him as well as the sand villain.
"Take your best shot, hero!" The sand man shouted, "Go ahead, I'll be fine. The web head is my meat shield!"

Despite the smile he kept on his face, All Might gritted his teeth in anger. He couldn't use his full power, or he would hurt both rather than one. The villain seemed to be made of sand, possibly meaning his physical form was fragile. A lighter attack might be enough, and not hurt young Parker in the process.
All Might shifted his right foot back, and winded his fist up, but not too much. Quickly he punched his fist forward, and a gust of concentrated wind went flying from his arm. The powerful blast struck the sand man directly in his chest. His form collapsed quickly, and grains of sand went flying backwards. Peter fell to his knees and rolled forward, immediately pressing the button on his watch. The nano-bots covered his body and formed his suit in a matter of seconds as he took his place next to All Might.

"Are you alright?" All Might asked.

"Yeah, I'm ok. You?" He replied.

"Could be better," All Might clenched his fist, "I worked myself to the bone today; too much hero work. I'm supposed to be with the kids on their field trip, but I needed to rest. I don't know how long I can hold this form."

"Just hold back then, I'll handle it. I've fought Sandman before."

His spider-sense went off again, causing him to turn around at the sound of stomping, "Though he's probably not the only one here…" He said.
The two heroes jumped to the side as two knives struck the ground before them. Quickly picking them up was a man dressed in strange clothing. Much of his outfit consisted of animal skin designs. His facial hair added to his jungle aesthetic; equipped to several parts of his body were knives and other hunting weapons, including a rifle on his back.

"How long have I hunted you, Spider-Man?" The man asked with a Russian accent, "Perhaps today I will finally catch my prey."

"Kraven?" Spider-Man questioned, "Seriously? Did Norman just bring everyone here?"

"Yes, in fact. But not all of us came for you."

"Did they come to finally shave that monstrosity you call a moustache?"

His comment immediately earned him a knife barreled for his face. All Might was quickly able to move his hand and catch the knife before it struck, crushing it in his palm and shattering the blade. Sandman launched a sand fist at the duo as Spider-Man dodged the attack while All Might took it with ease. All Might launched himself forward and threw his fist at Sandman, who immediately turned to sand and caught his fist in his chest. He only struggled for a second until he was able to free his arm, jumping back from the villain as he reformed.

"I can see how you became so good," All Might said to Peter, "These villains certainly know what they are doing."

"I don't know if I should take that as a compliment or not," Spider-Man retorted.

An explosion of air zoomed by the two heroes, plowing through the villains that opposed them. When the unknown figure passed by sandman, he fell apart and the grains of sand fell everywhere. Kraven went flying into the wall, incapacitated temporarily. Spider-Man covered his face from the wind as he looked up toward the end of the hallway. Standing there, out of breath was Tenya wearing his costume, without the helmet. His glasses were barely holding on from the momentum he had been moving at.
"Tenya?!" Spider-Man shouted, "What are you doing here?!"

"The others!" Tenya shouted back, "From the field trip! The campus is under attack by villains!"

All Might's smile suddenly dropped. The change in his vibe sent shivers down peters spine, as if a faint darkness ignited in the hero of light.

"Midoryia," All Might muttered, "We must get to them!"

"Go!" Spider-Man commanded, "We can do this! They need your help!"

All Might did not hesitate after the reassurance and sped off in an instance. His exit created a blast of wind that broke all the windows in the hall, knocking Kraven back down just as he got to his feet. Spider-Man quickly backflipped over him and shot webs at his feet, pinning him to the ground and ceasing his movement.

When he looked over to Tenya, he saw Sandman reforming behind him. There was no time to shout a warning, so Spider-Man web-zipped over and tackled Tenya through the broken window, just as Sandman tried to approach them.
The two landed on the ground outside, with Sandman looking down from above.

"Tenya," Spider-Man helped his friend up, "Find as many Pro's as you can and meet up with All Might, I have a feeling they'll need help."

"But what about you?" Tenya argued, "I saw several other villains on my way in. You can't fight them all!"

"I've fought a lot of them before."

"But-"

"Tenya Iida, do as I say!"

His sharp snap caused Tenya to recoil, but nod in understanding. Adjusting his glasses, Tenya took off at quick speed, leaving a gust of wind behind. Just as he left, Sandman jumped down to ground level and faced Spider-Man with a devilish grin.

"So, Sandy," Spider-Man started, his hands on his hips, "Am I gonna have to take a shower after this again? Because lemme tell you, I hate picking sand out of my costume."

"Sorry web head, but today that sand will be stained with your blood!" Sandman shouted.

"You comic book washouts aren't smart enough to put all this together. I assume Goblin is behind this."

Sandman laughed, "You have no idea what you are in for. There are several dozen villains on the premises, and nearly half of them are gunning for you. Better think twice before assuming you'll leave here alive."

"Mm, Ok, but I'm gonna need like …3 minutes tops to think about it twice, maybe three times because I'm an over achiever."

Sandman gritted his teeth and charged at the arachnid.

…

Kendo twiddled her pencil between her fingers as she stared down at the paper. The questions on them weren't that hard, rather her mind was traveling elsewhere. She hadn't seen much of Peter since the incident at the police station. What was he up to right now? Heroics class should be happening for him right now; he was probably showing everyone up without even realizing it. He's too humble for his own good, she thought. He was a good hero, though somewhat of a smart-alec when in costume. Yet, she liked that about him. He knew how to keep the spirits up even in a bleak situation. It made her smile whenever he thought of him, which was a lot.

The building had begun to shake suddenly; dust fell from the ceiling above them. The students murmured to one another as their teacher stood up from his front desk. His blonde hair stood up, and his attire showed a vibe that showed his interest in show business.

"Mr. Yamada," A student asked, "What's going on?"

"No reason to panic!" He said, "I'm sure that it was nothing!"

The building shook again, this time with much more intensity.

"On second thought," Yamada panicked, "We'll be evacuating to the front yard instead. Please line up in an orderly fashion!"

The window beside them suddenly combusted; glass fell everywhere as the wall came apart at the seams. The students ducked under their chairs to hide from the debris, managing to avoid most of it. Kendo had simply enlarged her hands and blocked most of the mess, save for the dust that went into her eyes. She had to close them, but still found them irritated and crying.

A figure stepped through the dust, wearing a green and yellow costume. The prime color was the green, while a yellow lightning design ran down his body. His mask revealed his eyes and mouth, with several pointy bits of fabric sticking out above his forehead and down his face.

"I can feel sparks flying in here!" the man shouted, "It's no fun if everyone stands still! Get up and run!"

He lifted his hands into the air, and electricity escaped from his fingertips. The sparks fired everywhere, striking a few of the students who hid. Everyone panicked and began to rush out the front door, while the teacher stayed behind and faced him.

"You're in for a wild ride my friend!" Yamada pointed at him, speaking flamboyantly, "You can't just come in here and do what you want! Prepare to be bested by the Pro Hero Present Mi-!"

The villain shot a lightning blast at him, electrifying his entire body.

"I'm sure you are a pro," The villain grinned, "But I'm better."

Yamada fell to the ground, twitching from the attack as the villain stepped over him.

Kendo rushed through the halls, trying to squeeze her way past the terrified students. The halls were filled with teenagers all trying to get through to the exit. They were pressed against one another, practically unable to move. Kendo was afraid to use her powers and hurt them, though it may be the only way to get through.

She looked outside through the hall window and saw a sight that made her heart beat fast. Standing outside was the arachnid hero, fighting someone who's body had turned to sand. They were in a powerful clash of attacks, and Spider-Man was dodging most of the time. Was he fighting a villain? Is that why the school has been shaking? Have they been invaded? Whatever the reason, Peter was fighting back rather than running away. He wasn't afraid to put his life down for others, despite the rules against it.
Then again, this was the school campus and they were under attack. There are loopholes if it counts as self-defense.

The new fact ignited something in her chest, and her eyes held a fiery glare. Enlarging her hands, she pushed past the students and moved towards the window instead of the door. She climbed onto the hallway rails and reeled her fist back, knowing what happened next was going to hurt. Despite this, she flung her fist forward and broke the window with one go. She wasted no time to jump out through the opening.

Landing between Sandman and Spider-Man, Kendo held out one of her massive hands and guarded her friend. Her other hand had shrunk down, cut and bleeding from the glass. Her blood dripped to the ground, but her focus remained on the enemy.

"The hell?!" Sandman jumped back into a defensive position.

"Kendo?" Spider-Man question as he regained his composure.

"You messed with the wrong school," She shouted to the villain, "You better start running, because I'm the last person you wanna get in a fist fight with!"