Warning: Violence.

From his time as Spiderman, Peter had long since learned that when he was injured, the fastest way to heal was to sleep and eat a lot of food. Since the only thing he had eaten since the day he had been kidnapped was two pieces of stale bread that had been shoved into his mouth, nearly causing him to choke, his body had decided that the best thing to do was to basically put him into pretty much a coma in an attempt to heal him.

And so, when his spider sense suddenly flared up violently, an action that would normally jerk him awake, he was only dimly aware of what was going on around him. He could hear the door to his room slam open, though it sounded as if it was far off.

"How did they find us?" he could hear his torturer demanding, shouting over what sounded to be alarms, "Get the kid!"

Dimly, he felt hands grabbing his body, his binds coming undone as he was lifted into the air.

A hand smacked against his cheek. The stinging was hardly noticeable, and he heard a faraway voice demand, "How did they know how to find you?"

His eyes blearily opened. He could see the woman above him, clad in her white lab coat and glaring down at him with piercing eyes. Only, there were three of her. His blinked, and a small groan left his lips. His vision blurred and then came back into focus a bit, and someone was shouting nonsensical words at him that his mind couldn't comprehend.

Before he fell back into unconsciousness, he heard the words, "…Winter Soldier…" and despite his drugged state, a pit of dread formed in his stomach.

Bucky knew, the moment that he stepped onto the base, gun in hand and armor on, that this had been a mistake.

It was risky. So risky. They didn't fully understand what HYDRA had done to him yet. He barely remembered his life during his capture by them, only pain and blood. They had been careful not to bring him on missions, wary of whether or not something would be a trigger and Bucky would go Winter Soldier on them.

But he had insisted on going on this mission, because he was not about to sit around and wait for them to bring Peter home. No, he had grown much too attached to the boy to do that.

Yet, after he walked into the facility (following Thor who broke down the door), he knew that he should have stayed at the tower.

He should not have come.

HYDRA agents swarmed them and Bucky swallowed thickly, suddenly struck with the notion that he was going to have to kill. Memories threatened to overtake him as he readied his gun, trying to steady his shaking hands.

Steve was shouting orders over the com, but Bucky could not understand it. There was a HYDRA agent running straight towards him and he pointed his gun at them, but his hands shook too much to aim.

He blinked, and suddenly his team wasn't in eyesight, all of them having run off towards the HYDRA agents, beginning the search through the facility to find Peter. The only one that he could see was Deadpool, and as he saw the blade slice through a HYDRA agent, practically turning him into a shish kabob, he felt his stomach lurch and his knees felt weak.

No.

No, he had promised himself that he wouldn't kill. Not ever again. He had been so lost in his desperation to bring Peter home that he hadn't even considered who he would have to go through, and as he stared at the HYDRA agent getting steadily closer to him, all he could think of was that man lying dead at his feet, blood all over Bucky's own hands. A life lost. A man that could have a family, a future, hopes and dreams.

It was getting harder to breathe.

He couldn't kill anyone. He couldn't take another life. Not again.

"But Peter is in there," a voice whispered in his mind and his breath caught. His vision blurred.

Petey. Little, innocent Peter was trapped in there, injured and tortured. They had hurt him. They had… they had…

A gasp left his mouth as he suddenly felt the HYDRA agent grab him by his hair, yanking his head back and beginning to whisper into his ear before Bucky even knew what was going on.

Steve had never before seen his team work with so much… rage.

There were no jokes shooting through the coms. There was nobody playing around with the enemy, simply having fun with the fight. No one wasted time to find any information on HYDRA that could be useful in the future.

They were there for one thing and one thing only: to find Peter.

HYDRA, however, was not backing down. It seemed like the moment Steve incapacitated someone, two other HYDRA agents were running towards him, guns blaring. Tony and Rhodey flew around outside, searching for Peter's heats signature, but they didn't seem to be having much luck yet. He could hear Hulk roaring dimly in the distance. It had been Natasha's idea to set him off outside, away from where he could possibly injure Peter but the perfect place to distract HYDRA agents. Deadpool was slicing through HYDRA agents like they were food, laughing all the while, the only sound that came through the coms. The X-Men were nearby, doing a good job at giving Steve a pathway through the building, and Nightcrawler seemed to be having a bit of fun teleporting around and confusing the HYDRA agents. Daredevil was fighting four agents at once, Falcon had Clint in his arms, and the archer was shooting HYDRA agents off from the air. Thor was sending agents flying with his hammer and Natasha was taking out agents left and right.

It was a blood bath.

He held up his Shield to the side to prevent a dozen bullets from attacking him, while he swung his fist into the side of an agents head, watching as the man hit the ground with a thud. His elbow came back from the swing, hitting another agent in the chest, and he just barely swung his shield around to avoid a blast from a nearby gun.

He didn't know how there were so many of them, and at the moment there was no time to ponder where they were coming from. He had other things to worry about, like getting Peter out of there, or where Bucky was.

They were winning. The HYDRA agents had begun to dwindle in numbers. Yet, Steve couldn't stop the dread from making an appearance. He shouldn't have brought Bucky there.

"Capsicle, I've got four heat signatures coming from underground," Tony suddenly spoke over the com, "They're moving deeper and deeper. One of them is Peter."

He let out a growl at that and then spoke quickly through the intercom, "Find a way underground. Iron Man, keep an eye on them. Tell us if something changes."

"You got it- whoa!," Tony's response was cut off, "We got HYDRA agents on the roof."

"Wolverine, Beast, Daredevil, get to the roof. Keep them off of them!" he shouted, knowing that he couldn't lose his eyes on Peter if he wanted to get the boy out of there.

He knew the moment that the three left to the roof, because he suddenly felt as if the amount of HYDRA agents on him had doubled.

He could barely move from his position. The moment he took a step forward, a HYDRA agent was there to make him take a step back. A quick glance around told him that most of his team was in the same situation, and he knew immediately that there was only three people on his team that would be able to find the stairs.

"Hawkeye, I'm going to need you on the ground," he said through the com quickly, "Falcon, fly around and find the entrance to get underground. Deadpool and Nightcrawler, I need you to teleport around and find those stairs! Everyone else, cover them."

There was only a short pause before the actions went into effect. He saw Falcon drop Hawkeye off, and then Hawkeye immediately pulled out knives and began fighting.

The sudden loss of those three in fighting, however, made it all the much harder on the rest of them. Steve found himself fighting off seven different agents at one time. He barely had time to breathe. That did not mean he was about to call them back, though. He could hold his own and, at that moment, the important thing was getting to Peter.

"I found the entrance!" Nightcrawler exclaimed excitedly into his com, just as Natasha let out a string of Russian words that were very obviously curses.

"The Winter Soldier has made an appearance," Natasha spoke through the com, voice strained.

Those words were enough of a distraction, and Steve gasped when a bullet sliced through his thigh.

"Winter Soldier? Widow, what are you talking about?" Tony demanded into the com. He was flying outside the building, eyes trained on the moving heat signatures underground. No. No. Natasha had to be mistaken.

"This was a mistake," Falcon spoke, "HYDRA… they must have gotten to him," he cursed loudly, "We shouldn't have brought him."

"Language!" Steve chastised, but Tony could hear the horror in his voice.

Tony flew around the building, following the four heat signatures that had begun to pick up their pace. They were moving farther and farther underground, so much so that he worried that he would lose their signature soon.

"I'm underground!" Nightcrawler chirped into the com, "There's a lot of HYDRA agents down here though. I'm going to need some help."

Steve's breath was hard through the com, and he said quickly, "Can you teleport with other people?"

"Yeah."

"Take Thor with you," Steve told the mutant. Tony only half-way listened. He focused in on the four heat signatures fleeing the scene. They were the only ones fleeing. The rest were heading above ground.

"Got it!" Nightcrawler exclaimed.

There was a short moment before Tony heard Thor announce, "Ai, we will find the Man of Spiders."

Thor's heat signature was much stronger than the others, and Tony was able to find it easily. Nightcrawler hadn't been kidding when he said that there was a bunch of agents down there, as Thor's strong signature was surrounded by dozens of others.

Honestly, though, Tony knew that dozens of HYDRA agents were nothing against Thor. Maybe if it was hundreds… with alien technology.

But it wasn't, and Tony knew that Thor and Nightcrawler would find Peter soon enough. Just in case, he quickly informed him, "They are going farther and farther underground. The cowards are trying to escape."

Then, knowing that his job was mostly done, he spoke to Rhodey, "War Machine, take over. Keep an eye on Peter and let them know if anything changes."

And, with that, he flew in through the door.

"The Winter Soldier has been activated, ma'am," Peter's head lolled to the side. He was being carried by someone, and they seemed to be running, if how much he was being jostled was any indication. It irritated his wounds, which did not seem to want to heal, and a small hiss left his lips.

They did not seem to notice.

"Good," the woman spoke up, "That will buy us time to get out of here. Make sure that they keep an eye on him. I don't want to lose him again."

The words bounced around in Peter's mind. It took him a long time to fully understand it, but when he did, he suddenly gasped, body filled with adrenaline at the news.

"No!" he exclaimed, frantic. He struggled in the arms and must have caught the man by surprise, as he suddenly dropped Peter.

The landing jostled his injuries even more, but he barely felt it. Immediately, he darted to his feet, landing a swift punch to the man's torso. It's nowhere near as strong as Peter could normally do, as his strength had been weakened by lack of food and multiple injuries, but its strong enough to daze the man and given him enough time to slam the man's head against the wall, just hard enough to knock him unconscious.

A hand grabbed his arm and he swung around, kicking them hard in the side. He spun, attaching one foot to the wall and pushing off of it and into the person who had grabbed him. He leaped up, leg crying out in pain at the action, and just barely managed to duck from a punch that came his way.

His spidey sense was blaring at him, a constant buzzing in the back of his mind.

The woman threw a punch and he caught it in the air, before twisting her arm behind her back and pushing her into one of the men. He jumped into the air, sticking one hand onto the ceiling and swinging his legs, slamming into the pair. His entire body protested and he sucked in a breath, but there was only one thing going through his mind.

Bucky was there. They had brainwashed him again. They were going to take him.

He couldn't let that happen.

Mentally thanking Natasha and Clint for their training, he hit pressure points on the HYDRA agents, rendering them unconscious, and stepped back, staring with wide eyes for only a few moments.

He had to get to the Avengers. He had to help them get Bucky.

He did not have his suit. He did not have his webshooters. He was injured and not at all at full strength.

"Well," he whispered to himself as he took off at a run, doing his best to ignore the pain throughout his body, "Let's hope all that training pays off."

"Peter is on the move," Rhodey spoke hurriedly into the com, causing Steve to inhale sharply, "He's gotten away from them, it looks like. He's heading towards you, Thor."

As he heard Rhodey speaking in his ear, he found himself hiding behind his shield as dozens of gunshots came towards him. He risked a peak out from behind it, and the sight of Bucky, eyes void of any warmth, sent shivers down his spine.

That was not Bucky. That was the Winter Soldier. That was an assassin who was trying to kill them.

"Whatever you do," he shouted into the com as he saw Natasha aim her gun at Bucky, "Don't kill him!"

"I didn't plan on it," Natasha bit back.

As the Winter Soldier, Bucky did not hold back. He did not worry about his own safety, simply walked forward with guns blazing, eyes hard and dead. It was Bucky's worst nightmare.

Steve's leg burned with pain, but he bit through it, knowing that he would have to wait until after it was over to get it looked at.

Clint cursed into the com and, for once, Steve did not chastise him. He did not have the time to do so.

Tony had arrived. Steve glanced up as he saw the blasts coming from the ceiling as he entered, slamming into HYDRA agents. The HYDRA agents, they could deal with. They could take them out, especially with the knowledge of all they had done to Bucky and Peter… They could not take out Bucky. They couldn't even find it in themselves to really hurt him.

And he was barely letting any of them move. He had two guns, one in each hand. One was shooting at the Avengers on the ground, while the other was aiming for Falcon and Iron Man.

A blast from the gun slammed into Falcon. This time, Steve was the one cursing into the com as Sam was knocked off course, hitting the wall and crumpling to the ground.

"I'm going after Spidey!" Deadpool chirped into the com, voice light and chipper as if everything was going exactly to plan.

Steve almost told him not to, because he honestly wasn't sure if they could handle losing another person downstairs, but he knew that if anyone had a chance getting to Peter, it was Deadpool with his insane healing ability.

Cyclops shot a laser at Bucky, barely missing his head, and causing Bucky to turn his attention on him. Steve, quickly realizing that the man was in danger, dove in front of him, blocking the bullets with his shield.

"Cyclops!" Steve shouted into the com, "What do you think you're doing?"

"We have to stop him," Scott argued with him.

Steve let out a small growl. He felt the bullets hitting his shield and he bit his tongue before he chewed the man out, "We stop him. We do not kill him!"

"I'm trying to keep him from killing us!"

Steve can't even look up at Bucky. He's hidden behind the shield, his entire body folded behind it, and staring straight at Hawkeye when a bullet slams into the man's shoulder. He shoots an arrow at the nearby HYDRA agent who caused it, and the arrow shoots through the man's heart.

"Thor," he speaks through the com, deciding to ignore Scott for the moment, "Have you found Peter yet?"

"Not yet, my brother in arms," Thor responds, "There are many agents of HYDRA down here. We have not yet found the Man of Spiders."

"The moment you do, get Nightcrawler or Deadpool to get you out of there," Steve tells him sternly, "And be sure to alert us. We need to get out of here as fast as we can."

Tony huffs lightly, "I agree."

A HYDRA agent has come up behind Clint, the gun pointed straight at the unsuspecting archer's head. Natasha, seeing the attack moments away from happening, spins and shoots the agent in the temple, his body hitting the floor with a thud. Unfortunately, her momentary loss of focus on Bucky has given him an opening, and Steve knows that Natasha's instincts are amazing, but she won't be able to dodge this.

He reacts with a split-second thought, sending the shield flying at just the perfect time. The blast slams into the shield and the shield absorbs it, saving Natasha from certain doom.

There's a brief look of surprise on her face but she wastes no time in swerving out of the second blast that heads her way.

And now Steve does not have his shield.

And Bucky is aiming straight for him.

Steve stares into Bucky's eyes, full of such… emptiness. He holds his breath and can see Bucky's finger twitch on the trigger.

He closes his eyes and waits for the pain.

It doesn't come.

"Alright, Jean!" someone, Steve isn't sure who exactly it is, barks through the com.

His eyes snap open and he sees that Jean has used telepathy to lift a table and thrown it at Bucky. It blows to bits when the blast hits it, but it saves Steve's life.

And gives him an idea.

"Jean!" he speaks quickly, "Find a way to trap him somewhere."

Peter doesn't exactly know where he is.

That, he finds, is a bit of a problem. He's in a long hallway, with absolutely no windows but dozens and dozens of doors. There are stairs at the end of the hall, and he almost cries.

He's already walked up five stories of stairs, and his entire body throbs.

They're underground. That much, he knows. He does not know how far underground, they are, and for some reason the stupid facility doesn't have an elevator and wow, he should really not be worrying about that.

So far, everything has been eerily silent. His senses are dampened, as his healing ability has been drawing energy from his body to keep him standing this entire time, and so when he finally starts hearing gunshots and yelling, he knows that he is close.

He also knows that walking up those stairs would be a suicide mission. There was no way he could dodge a bullet in his condition, and his mind races to come up with a solution. He had to find a way to get out, while alerting the Avengers and not HYDRA, as to where he was. He had to find Bucky, to somehow stop him from going all Winter Soldier on everyone, and he honestly had no idea how but it was the only thing that he could think about.

Think, Peter. Think.

An image of Clint flashes through his mind and his eyes flicker up to the air vents.

Of course.

He sticks to the wall and climbs up to it. He sticks a finger to the nails and turns each one by one, letting them drop to the floor before he is climbing into the vent. He carefully sets the vent cover up and lets out a sigh of relief when it stays, though he imagines that it won't take much to knock it off.

He no longer had to worry about running into HYDRA agents. Now, he only had to worry about finding his way out of the facility, or at least to the Avengers.

Deadpool had sliced through dozens of HYDRA agents, and was feeling rather proud of himself as he skipped down the hall, swinging his katanas that were drenched in blood. He had left Thor and Nightcrawler behind with the rest of the HYDRA agents, and had decided to continue on in the search for Spidey. He hummed the Spider-Man tune, admittedly beginning to grow pretty bored. He had thought, wrongly so, that there would be more difficult targets up ahead but, so far, things were pretty boring.

"Spider-Man has reentered the other heat signatures," Rhodey suddenly said, causing Deadpool to pause in his tracks.

That doesn't make any sense.

Spidey is with the HYDRA agents? Surely we would have passed him!

He turned, about to quickly make his way back when Rhodey continued.

"He's moving really slow, but the heat signatures around him aren't moving at all."

Well, that didn't make any sense. If HYDRA saw Spidey, they would surely pounce on him, and why would they not be moving?

A sudden thought hit him.

"Are these signatures perhaps a bit spaced out?"

"…Yes."

His eyes flickered to the doors that he was passing and without wasting any time, he kicked the door down.

The room was dark, but he found the light pretty quickly, only to find himself staring at an elderly woman strapped down to a table, eyes closed and breathing slow. Her skin was very pale and she looked to be on the verge of death. Her veins were glowing a bright green through her skin.

Human Experiments.

Of course.

"Can you see where there are two body signatures closer together than the others?" he asked, and then chuckled a bit, "Not close enough to be getting freaky, but just the right distance to be in the same room."

There was a long pause and then Rhodey continued, "Yeah. Yeah, I see it."

"Good. That's where I am. There are human experiments in these rooms, and I'm pretty sure Spidey is in the vents. How far away am I from him?"

"Not very far. If you are facing towards the door, then he is to your left, about thirty or forty feet if I estimate correctly."

Deadpool glanced quickly around the room until he spotted an air vent and smirked.

We're coming, Spidey.

Above ground, things had begun to settle down. Jean had managed to contain Bucky in a force field, and while Scott worked to make sure no one attacked Jean while she held it up, the rest of them had quickly begun dwindling down the numbers of HYDRA agents.

Steve was able to call Wolverine down from the roof due to this, leaving only Beast and Daredevil to cover War Machine as he kept an eye on Peter. He sent Natasha and Tony downstairs to help Thor and Nightcrawler while he made his way to Falcon. Clint, though injured, was still fighting, and Wolverine was now backing him up.

It was a testimony as to how much better things were going that he was able to check up on his teammate. He knelt beside his crumpled body, quickly checking his pulse, worry stuck in his throat, and let out a sigh of relief when he found it.

"Let's wrap this up as fast as we can, guys," he spoke through the com, "Sam needs a medic."

Professor X had begun to make his way towards Bucky. Steve knew that the man could bring Bucky back.

"Deadpool," he said quickly, "Report."

"These vents are very tight."

He grimaced lightly and held his shield, which had been retrieved not long ago, to prevent a bullet from slamming into him.

"Have you found Spider-Man yet?"

"Nope!" Deadpool responded cheerfully.

Steve sighed, but was a bit relieved by Rhodey's words, "He's getting closer."

Peter was truly and utterly lost.

He was also truly and utterly horrified.

Every time he come across another vent, he peeked through. Every time, he found another person strapped to a table. Children, adults, and the elderly were all being experimented on and Peter had no way of helping them without bringing them into more danger. There were still gunshots going off.

So he kept going, mentally promising that he would ask SHIELD to come back for them.

"Spider-Man. Spider-Man. Does whatever a spider can…"

Peter froze as the soft singing drifted through the vents. His heart began beating furiously in his chest but, oddly, his Spidey Sense did not go off.

Well, any more than it already was.

"H-hello?" he spoke through the vent, voice shaking in nervousness. His voice echoed and his thigh burned painfully from where a stab wound had yet to heal completely.

The singing came to a stop, "Spidey?"

His voice caught in his throat and he coughed, "Who's there?"

Shuffling greeted him as whoever was in the vents with him began moving towards him. His heart beat faster and his eyes widened.

"Who are you?" he asked quickly.

"Spidey, I'm hurt!" the voice spoke cheerfully, "It's me, Deadpool!"

"Who?"

A guffaw echoed through the vent and Peter stared with wide eyes as a man dressed in a red suit, with blood-stained katanas attached to his back as he inched his way towards him.

"Don't worry, Spidey! I'm here to rescue you!"

Author's Note: Hope you guys enjoyed! Before you guys get excited, this is not going to be Spideypool, as Peter is fifteen in this story.

Also, how many of you guys have seen Homecoming? Because I have and I absolutely LOVED it! It made me fall in love with Spider-Man all over again and yes, I will definitely be having to incorporate a few things about it in there. Michelle and Ned will definitely make an appearance at some point. I've already got ideas for an upcoming story based off Homecoming, as well. We have A Different Kind of Ultron and A Different Kind of Civil War to go through before that, though.

When we hit 200 reviews, I'll be posting a fluff One-Shot! Leave me some ideas for it in your review!

Thanks for reading!