"May Parker and Nora Osborn..." said Tony with a smile. Then him, the girls, and their fathers reached the top floor of Avengers Tower. And when the elevator door opened, the young girls gasped at who they saw.

It was...

Earth's Mightiest Heroes!!

"Meet... The Avengers!"

Captain America, Thor, the Black Widow, Hawkeye, the Hulk, Falcon, Ant-Man, and the Wasp.

"Hey, guys," said Peter. As he and the others got off the elevator.

"Welcome back, Peter," said Captain America as he and Peter shook hands.

"Good to be back, Cap."

"Hey, Webhead!" shouted Hulk. And he picked up Peter and gave him a big Hulk hug.

"Oof! Ugh! Hey, big guy. I've missed you," said Peter as he was being hugged tightly.

"I've missed you, too, bug boy!"

"Spidey!" said Hawkeye.

"Hello, Peter," said Black Widow.

"Welcome back, Man of Spiders!" said Thor proudly.

"It's good to see you again," said Falcon with a warm smile.

"The Tower wasn't the same without you, buddy," said Ant-Man.

"Yes. We've all missed you very much," Wasp said with sympathy.

Peter felt very happy see his old friends again. And how much they missed him.

"I missed you guys, too," he said with a smile. "All of you."

"I can't believe it's been 12 years, Spidey," said Tony.

"I know. but those years were definitely worth it...

"For the sake of my girl."

Peter smiled and held onto his young child's left shoulder. And May, she looked up and smiled back at her loving father.

"So this must be your daughter. May," said Captain America.

"She looks just like you," said Hawkeye.

"Greetings, Fair young daughter of Spider-Man," Thor said with pride.

"Iron Man told us that your spider powers kicked in yesterday," said Ant-Man.

"Yeah. They did," said May.

"And... at school," Nora said as she walked towards her.

"Who's your friend, May?" asked Wasp.

"My name is Nora," she said. "Nora Osborn."

"And don't worry," said Harry. "She knows that Peter is Spider-Man. We all told the girls last night."

"Oh! I forgot to read the journal you gave me last night, Daddy," May said. "But it's in my backpack."

"Oh okay. No worries, sweetheart," said Peter.

"Are we going to watch my best friend do some superhero training, or what?" Nora asked.

Everyone laughed. Then Iron Man said, "I agree, kiddo. Now that we've been introduced, I think it's time to cut back on the chatter and escort Ms. Parker here to the training room."

The 2 girls shrieked and jumped happily.

"Alright, girls! Settle down," Harry chuckled. "If you two are going to shriek any louder, you'll break the windows."


And so. The Avengers, Peter, Harry, and their daughters went to the training room.

But before they started, Iron Man gave May a box. And when she opened it. She gasped!

Inside was a brand new ruby red and sky blue Spider-Girl outfit, just her size. Along with a mask to go with it. And a new pair of web shooters.

"No way!" May shouted. "My very own Spider suit? Just for me?!"

"That's right," Iron Man replied.

Then Peter said, "After you went to bed last night, I called Iron Man and asked him to make you a Spider-Girl suit. It's flexible, comfy, and made out of tough metal linen. The same as my spider suit."

May was in awe. The red and blue shimmered in her hands, the web designs were perfect, the spiders on the back and front look just like the ones on her father's, and the mask...

Really cool!

"Wow, May!" said Nora. "It's so beautiful and sparkly. I think I'm jealous."

Peter and Harry chuckled.

BOOM!!

There was a sudden explosion and tremor that everyone in the room heard and felt! Then the Tower's emergency alarm blared.

"What was that?" asked Falcon.

"I don't know, Sam," Captain America replied. "But it felt like it came from outside."

Then Iron Man said, "JARVIS! What's going on? What hit the tower?"

JARVIS is the Tower's artificial intelligence.

"Sir. it appears that a gigantic mechanical octopus is attacking Avengers Tower."

The video footage on a screen that popped up showed a giant green and yellow robot that looks like an octopus, climbing up on the Tower. And shaking it as it continued to climb.

"Is Hydra attacking us?" Ant-Man asked.

"No, Scott. That isn't one of their's," Captain America replied.

"Cap's right, Ant-Man," said Black Widow. "All of Hydra's machinery is designed to have a skull for a head. Not the head of an actual octopus."

Peter looked carefully at the robot. And suddenly, he realized that the design of it looked familiar. "No! It can't be. Not him! Not now!"

Then Harry asked, "Peter. What's wrong? You know who made that robot?"

May and Nora were curious, as well.

Then Peter whispered something to him. Then suddenly. Harry gasped!

"NO!! Peter, are you sure?!"

"Positive, Harry. I know that type of eight-legged mechanical madness anywhere."

"You know who's attacking us. Don't you, Daddy?," May asked. She was starting to get scared.

Peter answered. "Sadly, yes. I do, Mayday. It's one of my most dangerous enemies from when I was Spider-Man...

"Doctor Octopus!"

Everyone in the room gasped!

"Doc Ock?!" Falcon asked. "But... no one has seen him since... since..."

"Since I retired to be with my family," Peter replied sadly.

"Then why is he attacking now?" asked Thor.

"I don't know, Thor," said Iron Man. "But talking isn't going to keep him from wrecking my Tower!

"Avengers. Assemble!"

Hulk roared. Then him and the others ran off to face the villain outside.

Then Captain America said, "Peter, Harry! You and the girls must go. Fast! Tony, escort them to the elevator. We'll meet you outside!" And he ran out the room.

"You heard Cap. Follow me!" he said.

Then Peter said, "Tony, wait! you and Harry can take the girls. I'm staying here." He unbuttoned his shirt. Showing his Spider-Man suit.

"What? Are you sure?" Harry asked.

"But, Daddy..."

"Mayday, listen to me. I know you're scared right now, and I am, too. But I need you to go with Iron Man. He'll take you, Nora, and Uncle Harry to safety. It's time for Spider-Man to return!

"And this is why I retired, sweetheart. To keep you and your mother safe. That has been my top priority since the day you were born."

Then Iron Man said, "It's true, May. It was a huge sacrifice your father made, giving up his hero status. But he did it all for you. And that was the bravest and most responsible thing that we've ever seen him do."

"And with great power... comes great responsibility, honey."

The young girl was very surprised. But she understood what her father was saying. And she said, "You gave up on being Spider-Man... just for me?"

"Yes, honey. It was very hard for me to give it all up, but I did it out of love..."

BOOM!! CRASH!!

"Can we save the chit-chat for another time... PLEASE?!" Nora cried out in fear.

"Agreed!" said Iron Man. "Harry, you and the girls head down to the elevator. I'll be right behind..."

BOOM!! An explosion went off from outside and sent debris and Iron Man, Harry, and Peter across the training room. But luckily, the two girls were alright. And when they saw their fathers under the rubble, they ran to help them.

But Harry said, "No, girls. You two stay there... OW! My leg!"

"Ugh! My suit is heavily damaged," said Iron Man. "I'm losing energy."

Then Peter, using his spider strength lifted the heavy debris and help the two men out. Harry's left leg had a piece of metal lodged into it, and it was bleeding. "JARVIS! How's the elevator to the lobby downstairs? Is it damaged?"

"Negative, Spider-Man. The elevator remains well intact."

"Good. Send it up now.

"I'm taking the girls to the elevator. Once they're inside, send them down to the lobby, fast. And contact Falcon. Tell him to fly the girls to Osborn Manor. Quickly!"

"Agreed, sir."

Peter took the girls out of the room, down the hallway, made a left turn, and reached the elevator. And as it was reaching the doors, he said, "Girls? I need both of you to be strong and brave for me. Especially you, Mayday. And Nora. This is for you. It's a key that'll show you something very important hidden in your grandfather's study. And it'll be helpful for you. But only if you decide to use it. And May. Read the journal I gave you once Falcon gets you two safety. Once you've read it... be ready and suit up."

"Ding!" The elevator doors opened, and Peter put the scared girls inside.

"Daddy! Don't leave us!" May cried.

"And what about my dad? He's hurt!" shouted Nora.

And Peter said, "It's going to be all right, girls. And don't worry, Nora. I'll take care of your father. I promise. And May, honey. I need to stay and help my friends. And it can't be a coincidence that Doc Ock is here. Especially now, after all these years. He's up to something, I know it. So you two must do exactly as Falcon says. Okay?"

"Okay," the girls replied.

"Good. JARVIS. Prepare to take them down to the lobby."

"Yes, Spider-Man."

"And remember, Mayday. With great power, comes great responsibility."

And the elevator doors began to close as Peter put on his mask. And when it was going down, he was wearing his full Spider-Man outfit and web shooters.


But as soon as Spider-Man reached the room where he left Harry and Iron Man. The Avengers were knocked out and piled up next to Iron Man. All of them except Falcon. Which is a good sign that he received JARVIS's orders.

"Well, well, well. This is a really pleasant surprise, I must say," said a deep voice. Along with the sound of mechanical clanging. It was none other than... Doctor Octopus!

"It is quite a surprise, Doc Ock," said Spider-Man. "A surprise of how gray and wrinkly you've gotten. I mean, have you looked into a mirror lately? Ha, ha, ha!"

"Silence!" And Doctor Octopus threw a grenade at Spider-Man. But when he shot web at it, and went off and a knockout gas came out. He started coughing, and he soon passed out.

Then Doc Ock said over his intercom, "Sinister Six. Status report."

"Power Man and Iron Fist, neutralized," replied Vulture.

"Doctor Ssstrange, asssleep," said Venom.

"Fantastic Four, dealt with," said Electro. Rhino snorted in the background.

"Daredevil, out like a light," replied Sandman.

"Excellent. Move on to Phase 2," replied Doctor Octopus. Afterwards, meet up at Avengers Tower. I have a surprise for you all...

"The long-lost webslinger...

"Has returned!"