So this took a lot longer than expected to get written... I hit one of those plot points where I just couldn't figure out how to progress nicely with how I want the story to turn out and thus... a three week gap in chapters. My bad, folks!

I would like to say an huge, HUGE thank you to those who have reviewed, favourited and alerted to this story. I've had some of the kindest responses I've ever had to a fanfic and I'm so chuffed! Thank you especially to those who I've had conversations with about this - I'm sure you know who you are! I really hope you enjoy this chapter!

IMPORTANT: Okay so this fic is blurring the lines of fandom even further.. I'm combining both worlds of the latest Spider-Man franchises. You guys will see what I mean by the end of this chapter so please don't get too cross with me! One of the main plots from the 2002 Spider-Man film is entering now but there is still no MJ and the universe is still going to be essentially the Amazing Spider-Man universe. I'm sorry if this annoys anyone or confuses anyone. If you have any questions, please don't hesitate to ask!

Also, this is totally un-beta'd so the mistakes (I'm sure there are probably plenty!) are alllllll mine. If anyone knows of any great betas, please let me know!


Peter froze, one hand still pressed against the window frame. He had just been about to place a hand on the outside window and try to scale the building as quickly as possible without his bio-cables (because his damn costume was nowhere to be seen) before a voice stopped him in his tracks. Swallowing, he steeled himself and turned around, coming face to face with none other than Tony Stark. The billionaire was gazing at him with what he could only assume was interest and unlike the situation he had faced several months ago in his own home Peter realised he had no way to try and explain his way out of this one.

"Mr Stark," he began, glad that his voice stayed steady. "It's uh, nice to meet you?" he offered, chastising himself in his head for such a lame greeting.

"Please, call me Tony," came the cool response. "And technically we've already met," he reminded, glancing down at Peter's wrapped arms. Peter grimaced in response and stayed quiet.

"You in a rush to get somewhere?" Tony questioned with a knowing look in his eyes.

"Uh, no," Peter replied lamely once more, only just able to keep himself from shaking his head in disbelief at his own reply. "How did you... How did you find me?" He asked, genuinely curious as to how (and why) one of New York's (and quite possibly the world's) saviours had suddenly dropped in on random building fire.

"Kid, I'm Iron Man. There isn't really a lot I can't do or find," Tony smirked in reply, eyes twinkling mischievously. Peter smiled weakly in response, not at all placated by the response.

"How did you get me out of there?" Peter questioned again, his curiosity not settled. Tony heaved a mock sigh, giving Peter a slightly exasperated look.

"What part of "I'm Iron Man" did you not understand?" he answered with a slight smile.

Peter frowned, his mind screaming at him that he should not be trusting this situation. In his experience people (more specifically his experience of S.H.I.E.L.D people or it's associates) didn't just suddenly fly into burning building after him just to 'help out'.

"Where's my costume?" he questioned curiously, the question blurting out before he could stop himself. He knew that it must've been pretty damaged but he'd spent long hours making his costume and felt uneasy at the thought of it being out of his reach.

"What is this; twenty questions?" Tony joked, smiling at the teenager's curiosity (not that he could blame the guy, he would've been rather surprised too if the situations were reversed). "It was pretty damaged so I hope you don't mind but I thought I'd... repair it for you. I may have made a couple changes too but that's neither here nor there," he finished, attempting to gauge the reaction to the news (apparently the kid was pretty good at hiding his emotions - Tony liked him already).

Peter slowly nodded his head, trying to work out why Tony Stark (the Tony Stark he reminded himself once more) was in front of him, seemingly helping him out. He could only assume that S.H.I.E.L.D had put him up to this and he asked wearily if that was the case. Tony sighed in response and decided to cut the bullshit (heading Coulson's warning was the last thing on his mind at that point).

"S.H.I.E.L.D asked me to 'recruit you' and I'm not gonna do that" he began, unsurprised by the way the look on the kid's face remained relatively static (though try as he might to conceal it, Tony could read the agitated look in his eyes - it was one the billionaire knew well on himself). "It's your choice what you do and that's one thing you have to keep; choice - 'cause when that's taken away things start to turn ugly." Tony paused for a second, unable to keep the flashes of the past racing through his mind.

"All I'll say is I've seen you fight and I've seen who you fight. I watched you throw yourself into a building on fire just to look for people who could've already been dead. You care about the 'little people' and that's what makes you different to us, Peter."

Peter stayed silent through Tony's explanation, digesting the words with little difficulty. Coulson had warned him that they would been "tracking" him (though his words were more along the lines of "keep an eye on you") but he hadn't expected Iron Man to be the one giving him this speech.

"If you do decide that you want in, they've asked you to join us here at Stark Tower," Tony continued. At this, Peter's eyebrows shot up. "Don't get me wrong, they're going to keep tabs on you, call on you when they want and put you in danger. This isn't an easy life to live. I almost died when the aliens invaded - not a fun experience, by the way - and Pepper has been in harms way too. Hell, you saw the footage right? But there is one thing to remember about S.H.I.E.L.D. They're the good guys. Some may be a bit less... tactile in the ways they go about it but they protect the people, protect us," he finished, not wanting to lie to the kid in any way.

Peter remained quiet for a few moments, digesting all of the information. Logically, he knew this was essentially a ploy for S.H.I.E.L.D to keep an eye on him and he didn't know whether he wanted that constant control looming over his head. He also realised that if he refused they would more than likely make his life miserable and still control him somehow anyway. He wasn't like the rest of the "Avengers" - he worked on his own terms to help catch scumbags on the streets that caused innocent harm. If aliens and super-humans came into the picture he wasn't so sure that he could face up to that responsibility (though he hoped, of course, that there would be no alien invasions again. It was lucky that he'd not been in the city when that had even happened). There was one thing that he was certain of, however. There was no chance he was moving to this place and leave his Aunt May by herself.

Sighing, Peter wrung his hands (a nervous habit he had picked up from Gwen of all people) and prepared his response carefully.

"I appreciate you telling me straight," he said truthfully (when people minced their words and danced around the point it frustrated him to no end). "I get that S.H.I.E.L.D want me on their team and think the best way of doing that is by getting Tony Stark to ask but I'm not changing my life for them. I've worked pretty well so far by myself and the more people knowing who I am, the worse it's going to get for them. I'm not leaving my Aunt and moving here - no way. I'll help out if I'm ever needed but I'm sorry, I'm not living here like some sort of prisoner - although a luxuriously treated prisoner I'm sure," he joked, not wanting to offend the very powerful billionaire who had been pretty friendly so far.

Tony nodded, unable to disagree with Peter's reasoning. If someone had said he should move away from protecting those he cared about he wouldn't either.

"That's fair enough," he replied easily, extending a hand out to the teenager who slowly met the offer and shook his hand. "Welcome to the team, kid."


"So what happened?"

Simmons jumped, the pen she had been writing with clattering to the floor. "Oh my - you startled me," she exclaimed placing a hand over her chest and laughing slightly. Glancing up, she swallowed as she realised who had made her jump and tried to avert her eyes from staring too long.

"Sorry," Steve apologised sheepishly, walking over to retrieve the dropped pen. He picked it up and handed it over to Simmons with an apologetic smile to which she returned hesitantly.

"What happened when?" Simmons asked, accepting the pen (and the apology) easily. She was still slightly star-struck at the fact that the Captain America was not only standing in front of her but actively engaging in conversation with her (Leo would be laughing at the look on her face right now, she just knew it).

Steve smiled gently in response. "The Chitauri virus... Coulson told us the story but something makes me think that it wasn't the whole picture," he explained. Taking a seat next to the young English agent, Steve waited patiently as Simmons appeared to take a calming breath before placing down the pad she had been making notes on.

"When people become infected with the virus, their bodies basically become a walking time bomb," she began, swallowing hard. "By the time we realised that I was infected we were in the air with nowhere to land and no anti-serum. Everything Fitz and I had tried didn't work and I knew I only had a few minutes left before I wiped out the entire BUS."

Steve nodded encouragingly, gesturing for her to continue on.

"I thought I was going to kill everyone I had grown close to so I... I knocked Fitz out and threw myself out of the plane. What I didn't know was that the last thing we tried had actually worked so Ward jumped out after me and saved me," she finished, eyes cast down. Steve placed a comforting hand on her shoulder, surprised at the young woman's selfless actions.

"What you did was brave, Jemma," he commented, watching as she smiled in response.

"Thank you," she replied. His words were comforting to her - after all if Captain America was calling her brave she must have done something right. The weight of his hand on her shoulder was causing her cheeks to heat up once more and she couldn't tell if she was grateful or disappointed when he let it drop to his side.

Turning back to her work, she looked at all of the equipment available to her and let out a longing sigh.

"If only we had this kind of equipment in our lab," she said, unable to stop her scientific mind from speaking for her (though her mother - and the girls who used to bully her at school - used to call it her "nerd" side as well as other choice names).

Steve let out a smile at how the enthusiasm bled into her voice without her seeming to realise it. He looked at what she had gathered on the table before her and gestured to it, questioning what she was doing.

"Well, Agent Coulson said this whole situation could involve the virus so Fitz and I are gathering what we have on it and are going to see if we can find a way to track the Chitauri items that may contain traces of the virus. If we can manage to get any kind of lock on them we can potentially stop anything bad from happening before it even begins," she explained. "Also, if we can replicate our formula for the anti-serum then we can easily reverse the effects of it should it happen again."

At that moment, the door to the lab opened suddenly, startling Simmons once more. Fitz walked through into the room, stacks of paper from the files about the Chitauri virus in his arms. As he moved further into the room, he looked between Simmons and Steve curiously and dropped the items onto the bench next to her.

Nodding at Steve who rose a hand in greeting, he turned to Simmons.

"Any progress?" he questioned, his Scottish accent heavy. Simmons shook her head in response and slumped back further into her chair. "Best we get to work, then," he exclaimed, over-enthusiastically, looking at Steve with what the American hero thought were calculating eyes.

"Right," Steve replied, standing up when he sensed he was being none-too-subtly dismissed. "I'll leave you guys to it. If you need anything give me a shout - apparently Jarvis will be able to fetch me."

"Of course, sir," came a polite reply from somewhere around them.

"Still getting used to this new technology," Steve laughed gently. He sent a warm smile to Jemma and took his leave, heading back down to the gym.

Narrowing his eyes slightly as the man left, Fitz watched as Simmons blushed a deep pink at Steve's smile and shuffled around her work.

"Jemma," he said, voice carrying a hint of warning. She glanced up in reply and waved his look off, turning back to her work.

"Of all the bloody people to catch her attention, it's Captain America," he silently lamented in his head. He was not jealous, he was just looking out for her. Not jealous at all.


"General Slocum, good to see you again. Mr. Balkan, Mr. Fargas, always a pleasure to have our board of directors pay us a visit," Norman Osborn smiled (though it ended up looking more like a grimace, he was sure), his words not matching the annoyance he felt at the visit.

General Slocum nodded in response, cutting to the point. "I want a progress report on the Human Performance Enhancers."

Dr Stomm cleared his throat and stepped froward. "We tried vapour inhalation with rodent subjects - they showed an 800 percent increase strength," he explained carefully.

"800 percent?" Fargas questioned, shocked at the response. "That's excellent."

"Any side effects?" General Slocum cut in, wanting answers.

"In one trial, yes, the-"

"In was an aberration. All the tests since then have been successful," Norman cut Dr Stromm off, sending a glare his direction. He would not be losing this contract over one small blip.

General Slocum ignored him, however, and continued to address Dr Stromm. "In the test that went wrong, what happened? What were the side effects?"

"Violence, aggression and eventually insanity," Stromm replied truthfully, ignoring the looks Norman was sending his way.

General Slocum considered the response for a few seconds before asking what his recommendation would be.

Panicked, Norman intercepted the question once more. "With the exception of Dr Stromm, our entire staff has certified the product ready for human testing," he smiled, desperately attempting to draw the attention away from the problem the product had faced.

Stromm shook his head and let out a sigh. "We need to take the whole line back to formula."

"Back to formula?" Norman snapped incredulously, mouth and eyes wide at the mere thought.

General Slocum shook his head, disappointed. "Mr. Osborn, this department has missed seven consecutive delivery dates. After five and a half years of R&D the United States government has a right to expect the super-soldier you were contracted to deliver."

Spluttering, Norman felt his anger growing. "These are quantum leaps in science, gentlemen. We are unlocking the secrets of human evolution. I never said it would be cheap or fast, only groundbreaking."

Slocum sighed, stepping towards the scientist. "I'll be frank with you - I never supported your programme," he revealed, growing tired at the lack of real progress. "We have my predecessor to thank for that."

Balkan cut in, delivering another blow to Norman's plans. "The General has given the go-ahead to Quest Aerospace to build a prototype of their exoskeleton design. I hear the models rival that of Tony Stark's designs. They test in two weeks."

"If your so-called 'performance enhancers haven't had a successful human trial by that time, I will pull your funding and give it to them," Slocum explained, ending the conversation. Nodding at Norman, he filed out past him and exited the room, leaving Norman seething.

Norman sent an angry glare at Dr Stromm, marching up to him. "You are going to lose this company a lot of money," he spat, shoving a finger in the man's face threateningly. "We're testing it - tonight," he growled.

"Tonight? On who?" Dr Stromm frowned, unperturbed by Norman's angry manner.

"Me."


A dark figure looked upon the scene playing out in front of him with a sly smile. It was time to introduce himself - and get his revenge on the people that had ruined his plans and in the same process - his life.