Ned and Peter walk to school. Peter has told Ned about how he got his powers. Ned asks if he was but by a spider.
"An oversimplification of events, but yeah." Peter said.
Ned asks if it can bite him then says that it would probably hurt. He says he'd let the spider bite him even if it did hurt. Ned asks how much it hurt.
"It actually hurt quite a bit." Peter said.
Peter tells him the spider is dead.
They walk by the wreckage of the bodega. Ned asks if Peter was there then says he could've died.
"You could have." May agreed, thankful that her nephew made it out okay and pretty much unscathed. She didn't know what she would have done if he didn't.
Ned asks Peter if he lays eggs.
Peter says he doesn't.
Everyone laughed. "That was a random question." Shuri said.
"Why would you ask that?" Strange asked.
"I was curious." Ned said.
In chemistry class, Ned asks Peter if he can spit venom or summon an army of spiders.
"No, but that would be sweet if I could." Peter said.
"I can summon an army of ants." Scott said.
In a different class, Ned asks how far he can shoot his webs, then says if he were Peter he'd stand on a building and shoot it as far as he could.
Peter tells Ned to shut up. A girl turns around and gives them a look.
"Is it really a good idea to be talking about this at school? I mean your identity is supposed to be a secret, right?" Bruce asked.
In gym class, coach Wilson is presenting a video of Captain America. On screen Steve greets them and says that whether you're in a classroom or a battlefield fitness is important.
"What, uh, what's going on here, Captain?" Tony asked, giggling.
"Since when did you do PSA videos?" Bucky asked, also laughing a little.
"I don't wanna talk about it." Steve said, embarrassed.
Ned asks Peter if he knows Steve. Peter says they met and he stole Steve's shield.
On screen Steve says that his good friend their gym teacher will be conducting the Captain America fitness challenge.
"That's a thing?" Clint asked.
Coach Wilson thanks Steve and says he's pretty sure he's a war criminal now but he has to show the video because it's required by the state.
"A state requirement, really?" Steve asked.
Students are doing sit-ups in pairs. Ned asks Peter if Avengers pay taxes and what Hulk smells like. He says he thinks Hulk smells nice.
"Thank... you." Bruce said, unsure if that was a compliment.
Peter tells Ned that he needs to shut up.
Ned asks if Captain America is cool or if he's a mean old grandpa.
"Oh he's definitely a mean old grandpa." Natasha joked.
Ned asks Peter if he can be his 'guy in the chair'.
"What?" Quill asked.
Ned says that he's a guy with a headset and tells the other guy where to go.
"Oh... that's what you meant." Quill said.
"What did you think he meant?" Gamora aksed.
"I don't know." Quill answered.
He says if Peter is in a burning building he'd tell him where to go and there'd be screens around him and he could swivel around.
Peter says he doesn't need a 'guy in the chair'.
"You say that now. We both know you needed me." Ned said, half joking half serious.
Coach Wilson walks by them and tells Peter he's looking good. Peter slows down his sit-ups.
"Gotta make it look difficult." Sam said.
On the bleachers, a group of girls are playing 'Fuck, marry, kill.' Betty says she'd F Thor, marry Iron Man and kill the Hulk.
"Ouch." Bruce said, drily.
Seymour asks about Spider-Man.
Liz sys it's just Spider-Man and asks if they saw the video on Youtube of the ATM robbery where he fought off 4 guys.
Betty says Liz is crushing on Spider-Man.
Liz says she kind of is.
Betty says that's gross because he's probably 30.
"And the rest of us aren't?" Tony asked.
Seymour says Liz doesn't even know what Spider-Man looks like.
"Technically she does know but she doesn't know that she knows." Scott said.
Seymour asks what if Spider-Man is seriously burned.
Liz says she wouldn't care and she'd love him for who he is on the inside.
"That's sweet." Wanda said.
Ned pipes up and says Peter knows Spider-Man. Everyone stops doing what they were doing.
Peter says he doesn't know Spider-Man.
Ned says Peter and Spider-Man are friends.
"Ned, maybe stop talking." MJ said.
Flash says it's like how Coach Wilson and Captain America are friends.
Peter says he's met Spider-Man a couple times through the Stark Internship and he's not really supposed to talk about it. He turns to glare at Ned.
"I'm so sorry." Ned apologized.
Flash says that's awesome and Peter should invite him to Liz's party.
Liz says she's having people over and Peter's welcome to come.
Flash says it's going to be dope and Peter should invite his close personal friend Spider-Man.
"Bad idea."
Liz says Peter's too busy for parties. Flash says Peter will be there and then asks Peter if he will be. The bell rings and the students leave. Peter asks Ned what he was doing. Ned says he was helping Peter out
"Not really." Peter sighed.
Ned says Liz has a rush on him he says Peter is an Avenger and if either of them has a chance with a senior girl it'll be him.
"I'm not going to use my alter-ego to get a date with Liz." Peter said.
May drives Peter and Ned to the party. She says she remembers house parties in the suburbs and says she's jealous.
Ned says it'll be a night to remember.
"In more ways than one." Ned muttered.
May turns to Ned. She says sometimes hats wear the person but Ned is wearing that hat.
Ned says it gives him confidence.
"It's a nice hat." Peggy said.
Peter says this was a mistake and tells May that they should go home.
May says she knows it's really hard to fit in with all the changes his body is going through. She says it's flowering now.
"Thank you for that." Peter said, sarcastically.
"Oh, you're welcome." May said.
May turns to Ned and says Peter is so stressed out lately.
Ned says that parties help with stress and they should get to the party.
Peter says he's going to go and he and Ned get out of the car.
Ned asks Peter if he has his suit, Peter rolls up his sleeve to reveal his suit under it.
"Peter." May sighed. "You don't have to do this to get them to-"
"Yeah, I'm not gonna do it." Peter said.
Peter and Ned walk into the house. People are wandering around, Flash is at the DJ booth.
Ned says they're going to have Spider-Man swing in say he and Peter are tight and give him a fistbump.
MJ enters and says she can't believe they're at this lame party.
"But you're there too..." Tony said.
Ned notes that MJ is there too.
MJ asks if she is then takes a bite of her toast.
"Yes, you are..." Scott said slowly.
Liz enters and greets them, then compliments Ned's hat.
Ned and Peter greet her back. Liz says she's happy they came and says there's pizza and drinks and they can help themselves.
Peter says it's a great party. In the distance, someone breaks something.
"Uh-oh."
Liz says her parents would kill her if anything is broken then leaves.
Ned asks Peter what he's doing and tells him to 'spider it up'.
Peter tells him no and says Spider-Man isn't a party trick and he'll just be himself.
Ned tells him that no one wants that.
"Thanks Ned." Peter said.
"Sorry." Ned apologized.
Flash, over a mic, asks Peter what's up and calls him Penis Parker and asks where his pal Spider-Man is then guesses he's in Canada with Peter's imaginary girlfriend. He looks at Ned and says he isn't spider man, just Ned in a red shirt.
"Asshole."
On the roof, Peter takes off his clothes, revealing the suit underneath. He practices what he's going to say then says that this is stupid and asks himself what he's doing. He sees a blue explosion in the distance.
"What the hell was that?" Hank asked.
Peter puts his mask on and swings down the street. He reaches an golf course and shoots a web, it doesn't attach to anything so he runs through the field.
"Well, I guess that answers one of your earlier questions, Ned." Peter said.
Aaron davis is with one of Toomes' men testing weapons. The man says it was made from a reclaimed sub-Ultron arm from Sokovia.
"They have parts of the Ultrons too?" Wanda asked.
He hands it to Aaron and tells him to try.
Aaron says he wanted something low-key and asks why the guy is trying to upsell him.
Peter listens to their conversation.
The man says he has tons of stuff. He says he has black hole grenades and Chitauri railguns.
"Black hole grenade, how did he get access to those?" Thor asked.
"Probably when the Dark Elves came to Earth during the Convergence." Loki said.
Brice asks if they're letting shots off in public and tells Aaron that times are changing and they're the only ones selling the high-tech weapons.
Peter realizes that this must be where the ATM robbers got their stuff.
"Yep." Everyone agreed.
Aaron says he needs something to stick up somebody not send them back in time.
The man in the truck says he has anti-grav climbers. Aaron takes an interest.
Peter's phone rings.
"Oh no."
Schultz asks Aaron if he set them up.
Peter jumps down and says if they're going to shoot someone they should shoot him. Schultz points his gun at Peter.
"Peter!" May shouted, worried.
Peter uses his web to pull the gun away. The man grabs an electric weapon and hits Peter in the face with it then gets in the van and drives off. Peter shoots a web at the van and it drags him along. The man grabs a different weapon and shoots a door off the van. Schultz calls Toomes.
"That's not good." Rocket said.
Mason answers Toomes' phone. The man continues shooting at Peter. Peter's web breaks and he slides into trash cans and a brick mailbox.
"Oof."
He shoots another web and tears the door off the van. He says he'll have to take the shortcut. He runs though someone's backyard and plays with their dog for a bit
"There's always time to play with dogs." Peter said.
Peter swings to a street light then to a tree, knocking the treehouse down.
"Poor treehouse." Ned said.
He crashes into a shed and runs through some more people's yards and swings over a pool then falls in front of a tent that 2 little girls are in. He greets them and his suit's eyes are twitching. They scream.
"Admittedly, I'd be scared too." Clint said.
Ned leaves Peter a voicemail. He asks Peter where he is and says the hat isn't working and this isn't cool.
Peter continues chasing the van, he runs over rooftops and tries to jump onto the van but Toomes catches him before he can.
"Dammit."
Peter tries to free himself, a parachute in his suit activates and he gets wrapped up in it and falls into the water.
Everyone gasped, worried.
Peter tries to untangle himself, Tony flies in the water and pulls him out.
"Thank you." Peter and May said, together.
"How did you know where he was?" Steve asked. Tony shrugged, this hasn't happened yet so he didn't know.
Peter is sitting on a jungle gun, Tony hovers across from him. Peter wrings out his mask as he recounts what happened with Toomes before asking how Tony found him and asks if he put a tracker in the suit.
"Wouldn't put it past him." Rhodey said.
Tony says he put everything in the suit including a heater. Peter's suit heats up.
"Nice."
Tony asks Peter what he was thinking.
Peter says the one with the wings is the source of the weapons and he needs to take him down.
Tony says there are people who handle this sort of thing.
Peter asks if it's the Avengers.
Tony says this is below their pay grade.
"How? Tony, these weapons are made from out fights and this Toomes guy is a little too dangerous right now for law enforcement to handle." Steve said.
Peter says Tony didn't need to come out here because he had it and he was fine.
Tony says he isn't there then lifts the mask revealing that he's not inside the suit.
"What?" Sam asked.
Tony is actually in India, he says he's thankful there's wifi otherwise Peter would be toast. A man walks up to him and offers a drink. Tony tells Peter to forget the flying vulture guy.
Peter asks why. Tony says it's because he said so.
"That's a terrible argument." Clint said.
A woman offers Tony something. Tony apologizes to her and says he's talking to a teenager.
"The most stubborn breed of human." May said.
Tony tells Peter to stay close to the ground and build up his game by helping the little people like the woman who bought him the churro.
"How did you hear about the churro?" Ned asked.
Tony asks Peter to be a friendly neighborhood Spider-Man.
Peter says he's ready for more than that. Tony says he isn't.
Peter says that isn't what Tony thought when he took on Captain America.
Tony says if Steve wanted to lay him out he would have.
"I'm glad you didn't." Peter told Steve.
Tony tells Peter to call Happy of he comes across those weapons again. Peter hears a car engine and asks Tony if he's driving. Tony gets into a car and says it's never too early to think about college and tells Peter he has some pull at MIT. The call disconnects.
"He is right about the college thing, maybe that's something you should start thinking about." May suggested.
Peter walks down the street and sees a glowing rock. Ned calls him again, Peter answers and says he's on his way back. Ned says he was calling to tell Peter that he shouldn't return. He holds out his phone and Flash and the other partygoers are mocking Peter by calling him Penis Parker.
"What is up with this kid?" Scott asked.
"Just a bully." Peter said.
Ned says it looks like they're still losers.
Peter says he'll see Ned at school and picks up the glowing rock.
"In hindsight I probably shouldn't have messed with that thing as much as I did." Peter said.
Mason is working with the weapons. He uses one of the parts to make a 'portal' so he can grab his drink. Toomes drops in and takes his wings off, then throws his helmet.
"Well, he seems unhappy." Rocket said.
Mason tells Toomes that his wife is texting him about a brake light.
Toomes asks what he said about looking at his phone.
Mason says he left it out and he's a curious person by nature.
"Well you know what they say about curiosity." Strange said.
Mason says he finished designing the high-altitude vacuum seal in case he wants to go for the big one.
"What 'big one'?" Natasha asked.
Toomes asks if he's still on that and says he told him no.
Schultz drives up in the van. Brice gets out of it. Toomes asks how many times he's told them not to fire in the open.
Brice says Toomes said to move the merchandise.
"I'm pretty sure he didn't mean to move it to where anyone and everyone can find it." Quill said.
Toomes says he meant under the radar because that's how they survive and if they bring Damage Control or the Avengers down they're then they're finished. He says Brice is out there wearing his goofy outfit, lighting up cars and calling himself the Shocker.
"The Shocker?" Rocket asked. "I thought we were past lame names."
Toomes asks if this is pro-wrestling and says he knows Brice doesn't give a crap about anything but he does and he built this whole place because he has people to look after. Brice mocks him.
"That's probably not smart." Gamora said. "Mocking the one in charge."
Toomes says he can't afford Brice's bullshit and tells him to leave and he's out of the crew.
Brice says he's wondering of Toomes can afford him out there with everything he knows and says Toomes' wife might like to know where the money came from.
"He's treading on thin ice now." Hope said.
Toomes says he's right and looks at the gun Mason was working on and asks if it works.
Mason says he doesn't know. Toomes picks it up and shoots Brice who disintegrates.
"Oh my god." May gasped.
Toomes tells Mason that he thought this was the anti-gravity gun.
Mason says that's the other one.
"What? So killing him was a mistake?" Scott asked.
"Looks like it." Coulson said.
Toomes picks up Brice's weapon and hands it to Schultz and says he's the Shocker now and tells him to find the weapon Brice lost.
"What happened to him not liking the name 'Shocker'?" Ned asked.
In class, Peter hits the weapon he found with a hammer. Ned thanks Peter for bailing on him.
Peter says something came up and Ned looks at the glowing rock and asks what it is.
Peter says he doesn't know and someone tried to vaporize him with it.
Ned says that's awesome.
"Ned." MJ said, disbelievingly.
Ned backtracks and says that's not awesome and it's totally uncool of that guy.
"Nice save." Sam said.
Peter says he thinks it's a power source.
Ned says it's connected to a lot of microprocessors and says it's an inductive charging plate.
Peter says whoever's making the weapons is combining alien tech with Earth's.
"And you figured it out." Rhodey said.
Ned says that's the coolest sentence anyone has ever said and thanks Peter for letting him be a part of his journey.
Peter hits the glowing rock and it bounces away. The teacher tells them to keep their fingers away from the blades.
"Wow, talk about inattentive teachers." Tony said.
"Especially in shop class, like that's not good." Scott agreed.
Peter says he needs to figure out what this is and who's making it.
Ned says they can go to the lab after class and run tests. Peter and Ned do their handshake.
"You two have a secret handshake?" MJ asked. "Losers." She added, good naturedly.
Peter and Ned walk through the hallway after school. Ned says they can put the glowing thing in the spectrometer first.
Peter says they should come up with a better name than glowing thing.
"How about calling it what it is- a purple rock." Sam suggests.
Peter sees Schultz and Randy walking toward them and ducks behind a wall. Ned follows after him, confused.
"What the hell are they doing there?" Happy asked.
Randy says high schools creep him out and they have a funny smell.
"Weird." Clint said.
Peter tells Ned that that's one of the guys that tried to kill him. Ned says they have to get out of there.
"Good idea."
Peter says he needs to follow them because they can lead him to the one who dropped him in the lake. Peter follows the guys.
One of the chess kids taps on the window and asks Ned what he's doing.
Ned says he's doing nothing and asks the kid if he's good.
The kid says he's playing chess.
"Gotta love chess." Peter said.
Peter follows the guys downstairs. Randy asks if Schultz can imagine what Toomes would says if he knew they were there.
Schultz says the device is saying there was an energy pulse there.
"So that's why they're there." Clint said.
Randy says there's no sign of the weapon and if it was there it's gone now.
Schultz says they are too, before turning his head in the direction of a noise.
Peter is hiding on the underside of a table, and shoots a bug onto Schultz's shoe as he leaves.
"Smart." Natasha said.
Ned and Peter are in Peter's room. Ned holds out Peter's web-shooter which projects a hologram of the city.
"Cool." Scott said.
Peter says the guys are in Brooklyn.
Later, peter is upside down eating chips. Ned says the guys are in Staten Island.
"Going south." Coulson noted.
Later, Peter messes with some tech, Ned says the guys are leaving New Jersey.
Later, the sensor buzzes. Ned sits up, wearing Peter's mask and says the guys stopped.
"Why are you wearing his mask?" Quill asked. Ned shrugged.
Peter, upside down, and says the guys are in Maryland.
Ned asks what's there.
Peter says he doesn't know and says it might be an evil lair. Ned questions him. Peter says they're a gang of bad guys with alien guns so of course they have a lair.
"They do have a lair." Clint said.
Ned asks how he's going to get there if it's 300 miles away. They look at Peter's decathlon poster and notice nationals are in Washington D.C.