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I'm late! There are 15 minutes to midnight! It's already Friday! I'm sorry! This chapter was hard to write, but hopefully the next chapter will be up soon!

Enjoy!

It had been two weeks since Richard had passed away, Tony had finally come to terms with the fact that his best friend was no more, and that he would have to live with that. Mourn, move on and keep going, that's what Richard would have wanted, so that's what he would do.

The Avengers had been quiet the first few day, but the daily chattering amongst themselves had started to reemerge. While their lives would never be normal again, they were slowly making progress, it would take awhile, but everyone was slowly recovering.

Well, everyone but Peter.

Tony and Pepper had been constantly worrying about him. Peter would hardly speak, only talking when needing to. The jumpy, playful kid who made sarcastic quips like his father, he was gone. All the remained was someone who was silent, closed-off, someone they barely recognized, it was heartbreaking. Peter always seemed preoccupied, he was always thinking, the gears could practically be seen in his head, grinding away. If only Tony could find out what was on his mind.

They all tried talking to Peter, they really did. The most they could get out of him was a sentence before he would remove himself from the situation altogether, retreating to his room, staying there most of the day with the door locked. There was an occasional sound of things falling or breaking in his room, but when they would come to see what the problem was, nothing was out of the ordinary.

Peter didn't talk about how it happened that day, and frankly, Tony didn't blame him. The way they found him, kneeling on the ground, Richards blood on his hands. Tony didn't want to ask.

"Uncle Rick?" Peter called, of course, he was too far from the alley to hear an answer if there was any.

He ran and fast as his legs could carry him, and turned into the alley. What he saw horrified him.

"UNCLE RICK!"

Halfway down the alley, Richard was lying on the ground, hands and legs sprawled out. Peter dashed over to him and skidded onto his knees, examining his uncle's body.

"P-Peter...Still...here...Run!" His uncle tried to warn him.

Before he could understand what his uncle was trying to say, Peter felt the hairs on the back of his neck stand on end. Suddenly, he grabbed his uncle's body and pushed himself to the left of the alley with all his might, hitting his back against the alley wall.

'Bang!'

He looked up to see where the gunshot came from, then he realized, the gunner was still there. He got up and ran at the gunner, his senses warned him and a Peter swerved right.

'Bang!'

Then Peter lunged at the gun, tearing it from the gunners grip—he noticed a star tattoo on the gunners wrist—he unloaded the gun and threw the magazine to one side of him and the rest of the gun on the other. The gunner tried to throw a jab at him, but Peter swiftly dodged and socked him the jaw, knocking the gunner out cold.

Then without a second thought, Peter redirected his focus onto his uncle. He took off his jacket and tried to stop the bleeding from the three bullet holes in the man's stomach. He grabbed his phone and called 911, calling for an ambulance, but he didn't know how long it would take, he needed someone that would drop all their things and get there, ASAP.

"Peter...its...okay..." His uncle tried to comfort Peter.

"No! Don't you dare leave me, the police are coming and I'm calling the Avengers, you're gonna be fine!" Peter yelled, he felt a lump in his throat.

He held his phone in one hand, keeping his other hand firmly placed on the bullet wounds. He opened his contacts and called the first name he saw.

'Aunt Nat'

Peter was thankful that she was the first person on the list, if anyone were to act fast, it would be her.

"Hey Peter, what's up?" He heard,

'Oh thank god' he thought

Peter yelled, "Alleyway left of the tower! Uncle Rick was shot! Bleeding out! I called 911 but I need help, NOW!"

Peter heard a slight hesitance on the other line, but automatically got a response, "I'm on my way, Clint will telling the others, just stay on the—"

"Pe...ter..." Peter heard his Uncle Rick murmur. "Y-You wi-ll be ok-kay"

Those words made Peters blood run cold, he automatically dropped the phone, "No! you're not going anywhere! You'll be okay! I promise! Just hold on a bit longer!"

"Peter," his Richard pleaded, knowing his time as up, "you are going to be incre-dible, the brilli-ant thinker I knew you'd become, th-the hero I knew you'd become"

Richard saw tears streaming down Peter's face. Richard had promised himself that he would watch Peter become the brightest thinker of his era, while he might never see the outcome, he knew that this was just the start. Peters powers matched with his brain, it was the best outcome Richard could see for Peter. Peter was going to turn out more like his father than he had previously imagined.

"You'll be amazing" Richard assured with a final breath.

In the distance, Peter heard sirens blazing through the city streets. Hopeful, he looked down at his Uncle, about to tell him help had arrived, only to be greeted with lifeless eyes staring into the void.

"No..." it took Peter far too long to accept the truth, "NO!"

Peter yelled, "Alleyway left of the tower! Uncle Rick was shot! Bleeding out! I called 911 but I need help, NOW!"

Natasha hesitated, she needed to get to the kid, and quick. Her head spun for a bit before she fully realized what Peter had told her. It took her a second too long to respond, I'm on my way, Clint will tell the others, just stay on the—"

She heard a slight murmur on the other side of the call, all of a sudden,

Click.

"—line." Peter had hung up before Natasha could finish her sentence.

"Nat? Who was it?" Natasha heard Clint ask her from the cafeteria.

Turning around, she saw Clint sipping on a cup of coffee, as usual. Behind him was the rest of the team—minus Tony—were eating dinner along with Maria Hill and a few other agents. Just when things had started to calm down.

"Peters in trouble, alleyway left of the tower. I'm going, tell the others and catch up, ASAP." Natasha didn't have time for chit-chat, she needed to get to start moving.

Clint nodded, leaving his cup of coffee on a nearby table, he threw Natasha the keys to his car and sprinted over to the rest of the team.

Natasha moved fast, she usually worked faster than the group, keeping ahead of the par. Today, she moved swiftly, going quicker than usual. She moved swiftly between agents moving through the halls, a life was in danger, and she wasn't going to stand around waiting. She reached the outside headquarters and practically jumped into the driver's seat of the car. Starting it, she drove like never before.

Natasha had never been one to be nitpicky with traffic laws, if you could go fast, go fast. If you could cut lanes, cut lanes. If the cops are around, play nice. She had gone through life using those rules, today was no different. She was near the tower within ten minutes, she had gone as fast as she could. She parked at the start of the street, running through the evening sidewalks of Manhattan, sprinting to the tower. She heard blaring sirens not too far away.

She ran, faster and faster. Her heart pounding against her chest, blood racing through her veins. She turned the corner, her eyes were suddenly attacked by the flashing lights of an ambulance, the sirens emitting a deafening wail. This did not look good.

Natasha finally reached the alleyway, and her heart dropped down to her stomach.

Peter was sitting on the ground, holding the body of a lifeless Richard Parker tightly, holding the head of the body to his shoulder, hugging it. He sobbed uncontrollably. Natasha knew she had to call Tony, tell him the tragic news, but she had to attend to Peter first.

The kid was only fifteen years old, he shouldn't have had to go through a death so serious, much less witness it first hand, it was heartbreaking.

Peter looked up at Natasha, and Natasha felt like she was melting. His uncle's blood was on his hands and all over his jacket and shirt. He stared at Natasha, looking for some sign of hope. The whole team never understood where he got his eyes from, they were nothing like his father's dark brown eyes. His mother's eyes were blue, but they were soft, caring, soothing eyes. While Peters were a bold and bright sky blue, unmistakable in the dark. As a child, while he would be sad, or mad, or scared, his eyes were the first thing to be seen, and every time they would pierce the Black Widows soul.

Natasha didn't know what else to do, but kneel down next to Peter and hold him, as he sobbed continuously into her neck.

Natasha had been too late.

It was late at night when Peter had gotten back from school, much too late for Pepper to wait, this was not the time for Peter to be out and about. Half past eight was way past his curfew anyway, so when Peter finally showed up through the elevator, Pepper practically had a heart attack.

"Where were you?!" Pepper scolded, her 'mom voice' turned to the extreme.

"Out." Was the only answer she received, what type of answer was that!

"This is not the time to be out! It is half an hour past curfew anyway, and I'm surprised you have the nerve be out at this time! Now again, where were you?" Pepper was getting a headache.

"At Harry's, we were doing homework." Peter replied in a monotone, before Pepper could form a rebuttal, she heard the door of Peters room slam closed.

Teenagers.

Pepper was surprised that Tony had healed from the dead of Richard faster than Peter. Then again, she really shouldn't have been. For all she knew Tony was still in the same state as Peter, but being in the heroes line of work, the Avengers had learned how to learn and move past times like this, for the sake of the people as well as their sanity. Peter, he was still a kid, Pepper should have expected behavior like this. Wanting to be alone, think to himself, isolate himself from everybody, but at times like this, when he's so vulnerable, he shouldn't be alone.

Pepper walked down the hall, up to Peter's door. When he was little Richard had let him paint his door while they were gone, it was a multitude of colors, bright and dark blues and reds and silvers. From which Clint had given Peter the nickname 'Peter Picasso'. Peter had always been so creative and determined, the only one who would actually let him use it without fear was Richard. Richard had always believed in Peters ability, he never treated him like a glass figure, now that he was gone, Pepper had no idea what would become of her son.

She knocked thrice on the door, and quietly asked, "Peter? Can I come in?".

Pepper heard shuffling throughout the room, chairs sliding in, something falling down, until the door clicked open. She slowly walked in, seeing to her left Peter on his desk, who had just switched on the little widget he had made to unlock the door while sitting down. He was on the computer, scrolling, trying to seem as busy as visibly possible.

"Peter?" Pepper kept a soft and calm voice, "Do you want to talk? You've been quiet, we're all worried."

Peter stopped scrolling and swiveled around to face his mom in his chair.

"There's not much to talk about, I've been busy working on the science project with Gwen." Peter kept his eyes downcast.

"It's been two weeks, do you want to go anywhere on the weekend? Spend time with family?" Pepper soothingly asked.

"I'm good here, a lot of homework has piled up, I need to work on that." With that, Pepper knew that she wasn't getting Peter to go anywhere with the Avengers. She had lost this battle.

"Peter, if you need anything, anything at all, you call me, okay?" Pepper moved towards the door, "And please, don't stay out too late, it's dangerous at night."

"I know Mom, I'm sorry," Peter replied, solemnly, "I'll be early next time. Love you mom."

Pepper gave him a warm smile, "Love you too, sweetie."

With that, Pepper made her way to her husband's lab, who knew what he was up to.

As soon as Pepper left the room, Peter jumped the opposite side of his bed, pulling out a red and blue hoodie from under his bed. From his drawer, he pulled out two watches that he was about to disassemble and reassemble into something amazing.

His Uncle had told him that he would be a hero, that he could use his mind to help others. Peter wasn't going to stop there, that spider had bitten him for a reason, and he was going to use what it had given him for good.

Earlier today, he had gone back to the warehouse to test out a prototype suit that he could use, it was a red and blue hoodie, the same colors as the tool belt his Uncle had given him. Under it, he could wear jeans and running shoes, but he noticed then that those weren't going to cut it. As the hoodie would keep falling down while wall climbing, and the sports shoes and jeans were just slowing him down.

He searched for pictures of gymnasts on his computer, as they were very agile and flexible, which had to be helped by their costume. Scrolling down the picture, all the male gymnasts were wearing skintight suits, doing flips and stunt, the suit hardly got in their way.

Peter murmured to himself, "Spandex, spandex, everything, spandex."

Well then, spandex it is.

Peter reached under his bed for some stretchy material he had bought for this idea, as a possible add-on to the hoodie. Now, Peter was no tailor, but he had seen enough of his mom to know his way around cloth. He knew from the start that the first suit is never the best suit. So he had to pick up bits and pieces the last two weeks to go into the second suit.

It took him far past midnight to finish his suit, wearing it, it covered him fully from his toes up to his neck, all red with blue near the arms and the legs, bold black thread sewn around the red areas, making a web effect, like a spider. He had also made his mask separate, but of the same material. All red with the web design, where his eyes were he put huge lenses, they were one-way as the other side of the lenses seemed completely black. He pulled the mask over his head and looked at his whole costume put together. He didn't want to brag, but it looked pretty awesome.

There was one final bit of his presentation that he needed to add. The web, not that Peter now couldn't throw a good punch or two in now, but he needed a projectile, something so that he could hit his enemies from afar. He looked over to the watches and got to work. He had almost developed a web formula, comprising of an altered version of spider silk, with the base being nylon, enhancing than the already very strong spider silk. Peter estimated it could carry about five times his own weight. He had the fluid, now he just had to make the web-shooters.

The project took him the rest of the night, assembling the spinnerets—the mechanism that shoots the web-fluid—and then a lightweight compartment for the spinnerets. He used bits and pieces that he 'borrowed' from his dad's lab. He looked over the design he had made for the plans that he made for the watch and grappling hook he made when he was eleven, so it was easier than he expected. It was far past sunrise when he was finally done with the web-shooters. To test them, he carefully placed the right wrist watch on his computer table, and activated the mechanism.

Thwip.

Peter stared, a perfect thread of webbing shot across the room, and securely fastened itself to the wall. Peter marveled at his work, moving his hands around it, as if it were a masterpiece, he was going to have to test it out tonight, in real conditions. He wanted to do what his uncle believed he could. He wanted to be more than 'The Billionaires Son', 'Iron Man's Child'. No, he wanted to help others the way his whole family did every day. So that maybe, one day he could save the day, and another kid could go home for ice cream with his uncle. He was going to do good in this world, thanks to the spider bite, and this was where he started

For right now, Peter plopped onto his bed, covered himself with his blanket as closed his eyes, hoping to get a bit of sleep before school. Hard work called for a nice, long nap.

'BEEP BEEP BEEP BEEP BEEP'

Peter gently press the off button on his phone's alarm.

Nevermind.

A/N: Spiderman! Spiderman! He is here and he is 15 years old! Probably a little sleep deprived too. This chapter took so long to write, but hopefully it turned out okay! Let's see how Spiderman's first night on the town will be next chapter! Now without further a do! Lets look at the reviews!

EowynPevensie90: I am SO glad you liked it, and that your enjoying my story. I was always suspicious of the backstory behind the warehouse is TASM, it seemed so important to Peter, yet it was given no context. So this was kind of my way of explaining it. I am super excited to write Peter as Spider-Man, my fingers are ready and the keyboard! I'm especially excited to write the Avengers first impression on Spider-Man, I'll try to include Avengers POV late on in the story. I'm also happy I was able to not be too predictable, I hope I'm able to do so in later chapters. Again, thank you so much for Reading and Reviewing!

'Guest of honor': Is it weird to say I felt sad while writing it? I've always found authors heartless monsters when writing sad parts of stories, but it really does hurt to see a character you've loved so much (for me, i've know Spider-Man since I was 7) in pain, but it does keep things interesting, and give a point of view of how the characters emotions work. I hope your enjoying, thanks for reading!

Darck Ben: I'm glad your enjoying! I haven't really gotten to know the Vulture in the comics yet, so I'll be sure to read up on him. I can't promise he'll be the first or main villain, but perhaps I'll try to fit him in later on. Thanks for reviewing!

Jinglyjess: I'm happy your enjoying! I've always wanted to see Pepper have a larger role in the movies and other fanfictions, so I decided to give her my own spin. I'll definitely try my best not to disappear! Thanks for reading!

Melancholy's Sunshine: That's what I was going for! I originally wanted him to tell Gwen first, but I felt that this might add for more interesting character development, for both Peter and Spider-Man. Since in the movies they are both such different personalities, I want them to be the same, but I want Spider-Man to show the more extroverted side of Peter, he is 15 after all. Though, this will definitely add to Spiderman's persona.

Ezio2br: Ha ha! What a surprise while searching the World Wide Web. Heh heh heh... I'll follow you out.

I really do hope your all enjoying this story, R/R! Hope to read your reviews! Thanks for reading!