Yo yo yo! What da haps!? I wanna get this story off the ground, so I'm updating it sooner than the rest of my current tales. I haven't forgotten them, but I wanted to give you more of a taste of this new universe I'm exploring. Come explore with me!

A Different Spider

"Spider-Man, you are a go. Good luck."

"Thank you, Ms. Danvers," Peter Parker said cheerfully into his earpiece before clicking it off. He spread his arms, feeling the wind rush past them.

He was roughly 200 feet away from being an arachnid splat on the metal fortified roof of the base below him. He blinked, which caused the HUD in his goggles to disperse with all of the data it was feeding him, wanting to enjoy the moment and gauge the safe zone himself.

"Agent Parker, why have you shut off your HUD?" came the worried voice of Carol Danvers, his operator. "Hang on… did you jump before you got mission clearance?"

"I thought I got rid of the suit bugs," Peter said idly, splitting his concentration between the conversation and his fall. "You don't have to worry about me, Mother."

"Someone has to keep an eye on you. Oh dear god, will you just shoot a web already?!"

"You've been keeping more than an eye on me," Peter replied slyly, not doing anything. "Come on, admit it… you want my body. Say it."

"Agent Parker, pull up!" Carol yelled.

"Say it!"

"Peter! Oh, fine. I want your body! Now for God's sake, pull up!"

"Not a problem," he answered, shooting a web-line from the shooter on his wrist. He had designed them specifically to work for himself. Only people with his strength and reflexes could possibly hope to utilize them, and they still wouldn't be able to work out the weaponized tactics of the web. It was a work of art that operated in sync with his spider powers.

The web pulled taut, and his downward momentum turned into a swing, which then shot him sideways through a glass window. A bullet-proof glass window, as he found out.

His suit's shock absorbers took most of the force of the strong window, but it still hurt enough to cause him to wince. Still, he shattered the glass, and rolled into the building, drawing out his twin sidearms.

Three men were in the room he just broke into. Two seconds later, they were lying on the floor, blood pooling from their heads.

"Ow," he muttered, grimacing. "Can we get Intel to do a better job covering these buildings?"

"Agent Parker, you know recces don't bother with minute detail for you Level Tens," Carol reminded him. He made a face. "I saw that."

"And you have a camera in my bathroom, too," Peter grumbled. "If you want me to pose for you, all you gotta do it ask. And buy me dinner."

He moved swiftly through the building, taking out guards wherever he saw them. He stopped to reload before going into the final room, making note of the alarm klaxons that had gone off a few seconds after his entry.

"Their radar isn't working," he pointed out. "They should have been able to pick me up while I was still falling."

"The surveillance people were out on coffee break. That's why I time your missions for you."

"And a sucky job you do of it, too," Peter mumbled, away from his mic. He had quickly learned how to deactivate all of the S.H.I.E.L.D. bugs in his suit, but the problem was Carol kept putting them back.

She clearly had a crush on him, while he barely tolerated her. It wasn't that she was annoying. It was that she was too much… S.H.I.E.L.D.

Can't let them know I think that.

The room he was entering was the reason why he was here. In the center of the room was a girl with bright red hair, with large metal chains around her wrists and ankles. She was no more than fourteen years old.

Peter looked around the dark room, scanning for threats. Behind the girl was a man, a man with white hair and a silver arm.

"Cable," Peter said, calling him out. "Tell you what, release the girl now, and I won't bring you in."

"Ha," the man, Cable, grunted, and it was obvious he was in extreme pain. "I know what that means to Spider-Man. It means I get a bullet in the head, quick and painless."

"Better alternative than what Carter wants to do to you," Peter pointed out, his pistols still in his hands. "Seriously… you really don't want to be taken alive. Because when we're done with you, you get handed over to the X-Men, and they want a reckoning."

"Does… S.H.I.E.L.D. know you're trying to recondition me?" Cable asked, every word an effort. Peter was surprised he knew the term Level Ten agents used for killing.

"No, they don't," he said. "And they don't have to." He glanced behind him, hearing the sounds of battle. "Shit, they're here. I'm taking the girl, Summers. Whether I take you too is up to-,"

Cable had vanished in the instant Peter had turned away. He fell silent, staying still. Cable was making the one mistake everyone made when they tried to take down Peter. They tried to sneak up on him.

His spider-sense alerted him to Cable's attack, which came from above. He twisted underneath the larger man, shooting him through the side.

"Oh, hell," he muttered, realizing it wasn't a clean kill. Cable crumbled down, lying among the blood splatter he had made. Peter looked down on him.

"Don't… don't…" Cable stuttered, blood dripping down his mouth.

"Don't what?" Peter asked.

"Don't… hurt her…"

Peter looked around at the girl, then turned his head back and nodded.

The door burst open, and Peter raised his smoking pistols to face the new threat. But it wasn't a new threat at all.

"When are you going to learn to wait for back-up?" said Natasha Romanov, the Black Widow, pointing her own Beret .9 mil. at him, her mouth curved upwards in a smile.

"When are you going to learn I don't need it?" he asked back, pleased to see her nonetheless. They both lowered their guns, and S.H.I.E.L.D. troops flooded the room, some inspecting Cable's now dead body, others going to rescue the girl. "Is this it?" he asked, looking around. "You took care of all the guys in the training grounds?" Natasha shook her head.

"Hawkeye's dealing with them now," she replied, jerking her head toward the hallway, her mane of dark red hair flowing. "But you know him. He takes forever, for never missing a shot."

"Well then," Peter said, grinning under his mask. "What are we waiting for?"

The mission to recover Hope Summers had gone well. She was being taken by private transport to Westchester, New York, back to the X-Mansion.

As Peter sat onboard the S.H.I.E.L.D. drop ship returning to the Triskelion, he reflected on Cable, as to why he went insane and tried to stop the X-Men from keeping her safe. Technically, Scott Summers, leader of the X-Men, hadn't asked for S.H.I.E.L.D. intervention. But then again, Level Ten were a law unto their own.

Which lead Peter to reflect on his own life as an agent of the peace-keeping taskforce. As Natasha rested her head on his shoulder, he thought about the past, and the man he had become.

Six years had gone by since Nick Fury had cornered him into joining the organization. He had trained for two years before going out into the field, becoming a fully authorized agent another two years later. It had taken him even longer than Fury thought it would, but it didn't matter. He was an excellent operative, not an exemplary one. Those were the ones they performed tests on, and were generally assholes.

He still remembered the first person he had ever killed in cold-blood. His name was Roderick Kingsley, a not widely-known figure in the criminal underworld of New York. The robber who killed Uncle Ben and Aunt May used to work for Kingsley, so there was a certain poetic justice to the act.

It didn't take long for Peter to square what he was doing with his conscience, especially after their missions against a newly-reformed Hydra took place. They had beaten them back fairly well, but vestiges were still popping up here and there.

Peter looked at the mask in his hand. It was a simple matte black mask that covered his eyes, nose, and mouth, with a fully integrated Heads-Up Display in the goggles, which had a downward slant to them, giving them a forbidding look. The bottom half had a breathing apparatus that gave him oxygen under water, in dust storms, even in space, for a limited time. His suit was a modification of the standard S.H.I.E.L.D. field agents uniform, which was black with dark blue details, and the S.H.I.E.L.D. emblem on the shoulder. A spider emblem was on the other shoulder, dark red against the black. The suit was equipped with shock absorbers, bullet-proof lined fabric, and technical support that fed into the HUD in his mask, giving him his health and vitals at all times.

All in all, a far cry from the colorful costume he wore for the brief time he spent as a wrestler. That was a part of his past that was forever etched into his memory, making him who he was.

He glanced at the woman who had lain her head on his shoulder. Natasha, the girl he had fallen in love with from the moment he knew her. As was predicted, her already beautiful features only improved as she got older, with her burgeoning chest filling out her suit to the point where she always had her front zipper down a considerable length, revealing her gorgeous cleavage. Her butt was tightly encased in the leather Kevlar fabric, as well as her shapely legs. Gone was the time when Peter wished he was taller, as he had overtaken her in height a few years previously. But his feelings for her had only strengthened. He had never told her, and she counted him among her closest friends, hence the reason she was treating him like someone in the friend-zone.

Across from them sat Clint Barton, codename Hawkeye. He was one of the few Level Ten agents who was not superhuman in any sense of the word, except for uncanny aim. Hawkeye never missed. Ever. He had long ago dispensed with the wispy hair of puberty, going clean-shaven at all times. His sunglasses were still on, and Peter and Natasha often teased him when he wore them on night missions, singing the old 80's song by Corey Hart.

His demeanor had changed in the past six years. From the sarcastic, friendly boy he once was, he had become a cynical, hardened man, mostly stemming from the death of his family that had occurred during one of their later missions. But Peter knew he would give his life for them, as they would for him.

"Where's Bucky?" Peter asked the two. Clint made a face.

"He didn't want to come," Natasha answered without raising her head or opening her eyes. "Had important things to discuss with the VP."

Peter rolled his eyes. Sharon Carter, the self-appointed "Senior Operator" of Level Ten, was a controlling bitch who was always seeking new ways to distinguish herself. There was no doubt she was an effective operator, but that was the only reason Fury hadn't fired her yet.

Peter, Natasha, Clint, and Bucky were the "Tenlets," as people called them. Or, they used to call them, up until a few years ago. Now as adults they were fully integrated into Level Ten, but they still carried out most of their missions in their four-man squad. Bucky was the one who was mostly absent, choosing to accept missions with Commander Rogers, the head of field agents of Level Ten.

Steve Rogers was a decorated WWII veteran who was still alive and well due to the Super Soldier Serum he had been injected with in the 1940's. Dubbed by the general public as "Captain America," Rogers survived the war, and returned home to found S. .L.D. along with Shepard Fury, the current director's father. The Super Soldier Serum was rediscovered by Tony Stark several years ago, which led to the creation of Level Ten.

"Stark's not a biochemist," Peter said aloud, still deep in his thoughts. "How did he do it?"

"He didn't do it alone," Natasha answered, knowing exactly what he was talking about. Her Russian accent, much reduced now but still musical to the ear, was soft. After all the years working together, living together, spending most of their time together, she knew his mind almost better than he did himself. "Henry Pym did most of the research."

"Oh yeah," Peter said. Henry Pym, one of the leading men of biochemistry, volunteered to be the first agent of Level Ten. He did not have the 3S, as it came to be called, but utilized his own inventions that caused him to either grow in size, or shrink. He became known as the legendary Ant-Man, until his death ten years ago.

Since then, 3S became standard for Level Ten agents who didn't already have powers, or who were mutants. Mutant children generally went to the X-Men, but for the adults who wished a more loftier calling, they joined Level Ten, some of them retaining their X-Men status. Agent Logan came to mind, as well as Agent Rogue.

The other half of Level Ten was the operators, trained desk-jockeys who supplied the agents with constant intel and updates, as well as keeping them in sync with the happenings at base.

"Arriving at the Triskelion," said the voice of their pilot, Jordan. "You're off-duty and I'm not, you bastards…"

"Food, shower, sleep," Peter said, prioritizing, but Clint shook his head.

"Shower, food, sleep," he said.

"Sleep," Natasha yawned, raising her head off Peter's shoulder. "Then more sleep."

Natasha had been injected with 3S, giving her reflexes and strength beyond that of a normal human female, and while during mission times she was as alert as the rest of them, during the off-hours she slept as much as she could. It was a minor side-effect, considering some of the worse symptoms suffered by less-fortunate subjects of 3S.

Clint snorted, turning his head to look out the door. Clint had refused point-blank to be injected with 3S, relying on his own skills and abilities. He was the only Level Ten agent who, for all intents and purposes, was normal. Normal in the sense that he wasn't superhuman or mutant.

Peter got up, stretching widely, his hands hitting the sides of the drop-ship's interior. His own spider-powers granted him strength, agility, and reflexes beyond that of 3S, and he often took pleasure in rubbing it in his comrades' noses. He had sparred with Commander Rogers before, being beaten by the older man only by his extensive experience. Rogers had told him that Peter was the only new recruit who came close to making him break a sweat.

"Home, sweet home," Peter said. "Hope they didn't put all the awww, no!" His sentence trailed away in a moan as he noticed the hangar bay was crowded with several different transport ships, ranging from personnel carriers to food and supply.

"Why do they never schedule their drop-offs?" Clint asked rhetorically. They all knew the answer, but Natasha, always the practical one, felt obliged to answer.

"It's always random to avoid being attacked by hostiles," she said, also standing up. "God, I need my pillow. Peter, you need to stop working out. You're too hard." She pouted, swatting the shoulder she had been napping on. "And don't you dare," she added, pointing menacingly at Clint's face, "don't you dare make the joke."

Clint was working hard to keep his face straight.

"It's so perfect," he whispered. "It's so tempting…"

The drop-ship lurched as it slowed to a halt, lowering itself onto the hangar deck, Jordan somehow finding an empty spot among the many transports. As they landed, a tremor ran through the hangar, causing it to shudder as though hit by an earthquake.

"Incoming…" Jordan said in a bored tone. The three of them laughed, jumping down onto the deck, making their way to the lift that would take them up to the 164th floor, where Level Ten was situated.

"I hope Fury doesn't have anything for us today," Natasha said as Peter pressed the button. The floor trembled as the lift rose. "I'm dead tired."

"You were up late last night," Peter observed. "What the hell were you doing?" She glared at him.

"Stalking me again, Peter?" she asked him sardonically. He laughed.

"Gone are the days when I wished I was taller than you," he chuckled. She hit him on the shoulder again, this time harder.

"That's because you are taller, bitch," she said. "What about you, Clint? Job well done, what are you going to do rest of the day?"

"Target practice," he said predictably. Peter and Natasha sighed together.

"What is it this time?" Peter asked. Clint grinned savagely.

"Specter's cloak," he replied. Clint had a tradition of using different Level Ten members' items as targets when he got bored of S.H.I.E.L.D. issue targets, which was at least a few months into his training. He had shot Luke Cage's chains, Quicksilver's shoes, several different uniforms, and best of all, Sharon Carter's bras. While Carter had been operator for one of Roger's missions, Hawkeye had shot several arrows into the underwear, the entirety of Level Ten in the viewing bay, cheering on every arrow fired. They scattered as soon as Fury showed up, but all the director did was reprimand Clint and give him a two-day probation.

But this time, Peter was worried he might go too far. Marc Specter, codename Moon Knight, was not a happy camper. That was a light way of saying he was a psychopath who would break your neck just to see if you healed from it. He wore a white hood and cloak over his uniform, and no one dared tell him it was against regulations, not even Carter.

"Taking the joy-ride a little too far, Clint?" Peter asked, worried at the strange pleasure Clint was getting from the anticipation. "I mean, I hate to be a buzz-kill, but come on, man… this is Moon Knight we're taking about…"

"Yeah, I know," Clint said.

"Remember what he did to Jessica last week?" Natasha said, also concerned.

"Yeah, I know," Clint repeated. "Everyone knows what he did. No evidence, but Fury warned him what would happen the next time. So… this is the next time."

Natasha frowned, but Peter knew exactly what he was planning.

"Don't," he said, putting a hand on Clint's shoulder. "Don't do that. It's not worth it… he'll probably figure it out anyway…"

Clint took off his sunglasses, letting Peter see the emotion in his eyes.

"He hurt Jess," he said simply. "How can I let that pass?"

He turned and walked away. Natasha still frowned, until she gasped in comprehension.

"He's going to… he's going to antagonize Specter into attacking him," she said. "And then Fury will have to do something about it. But… that's stupid!"

"No, it's not," Peter said quietly. Natasha looked at him, but didn't argue the point.

Jessica Drew was a late-comer to Level Ten, having previously been a brain-washed agent of Hydra. She shared many similarities to Peter's powers, so much that she was given the codename "Spider-Woman." He helped her train them, and the two had formed a close friendship. Peter had helped set up Clint and Jessica on a blind date, and the two had been slowly developing a relationship ever since.

But now Peter knew what was going to happen. Clint was going to prove his love to Jessica and to himself. They would be closer than ever after this.

Granted, Cling might not survive after this. But that was why Peter hurried after him, determined to back him up.

Le gasp! What will happen next?! I'll tell you! ... I don't know. But we'll find out!

Commander Rogers and Bucky will make their appearance, as well as more members of Level Ten(The Avengers)! But trouble looms on the horizon as Director Fury consults with Tony Stark... who is going to have an interesting role in things.