The Legendary Spider-Man

by blackknight11757

This is the life story of Peter Parker as the legendary hero Spider-Man. This will explore his destiny as a hero as he goes on the most difficult journey, he'll faces off against all sorts of danger and saving lives, he'll meet and team up with other heroes like himself in his long quest to becoming the greatest hero of all time.

64. III: The Red Skull

Volume III: The Red Skull

Note: This will be the fourteenth chapter of Volume III, this will continue of from The Winter Soldier chapter as Peter Parker found out the horrible truth, the Winter Soldier is responsible for the deaths of his parents Richard and Mary Parker, he soon learns that his parents aren't the people he always thought they were, this puts him at odds with everyone around him, especially his friends and family. Meanwhile Zola and Strucker were able to bring back the Red Skull who was trapped inside the Cube for decades as the leader of HYDRA has big plans for the Cube as he's about to unleash the biggest threat to the world. Spider-Man will have to put aside his issues with the Winter Soldier and work together with him as they plan to retrieve the Cube back before it's too late.

It's January 5th, 9:04 PM at Avengers Tower, Bucky Barnes dropped the photo of Peter with his parents as the glass shattered upon hitting the ground, he remembers what he had done as the Winter Soldier, he assassinated Spider-Man's parent Richard and Mary Parker in a private jet that crashed into the Atlantic Ocean 11 years ago, Captain America came into the room to find Bucky all stunned once he learned the terrible truth, meanwhile Peter is heading back to his room after talking with his girlfriend Gwen, he found his room door open, he quietly approaches it to hear voices coming from inside, he find Steve and his friend Bucky alone talking.

"Bucky?! Bucky, what's wrong?!" Steve is very worried for Bucky.

"I... I killed them." Bucky told Steve.

"What?" Steve has no idea what Bucky is talking about.

"His parents, Spider-Man's parents... I remember them... I killed them." Bucky finally admits the terrible thing he had done.

Peter's eyes are shocked as he heard everything, he found out that Bucky Barnes is responsible for the deaths of his parents Richard and Mary Parker, Steve then turns around to find Peter looking all shocked to hear this terrible truth, Peter is completely affected hearing what Bucky had done as the Winter Soldier, Steve could tell this affects Peter since this is his parents that Bucky had killed. Bucky himself felt more guilty than ever to find out that he killed off the parents of a teenage superhero, his actions as the Winter Soldier took away two people Peter loved the most.

"Son..." Steve is clueless as what to say to Peter.

Peter's eyes turned to anger as he shakes his head, he then runs away for the room without saying anything.

"Son! Wait!" Steve tries to stop Peter from leaving.

Peter kept on running down as he passed by Black Widow's room where Natasha opens the door dressed in a bathrobe and a towel wrapped around her head, she spotted Peter running away as she got worried too.

"Peter, what's wrong?! Peter!" Natasha calling out to Peter who ignored her voice.

Peter finally reached the balcony and puts on his mask as he jumps out the window and swings away from Avengers Tower, Steve reached the balcony but he was too late, Spider-Man is swinging around in the city getting as far away from Avengers Tower as he can, Natasha made it to the balcony as she's worried for Peter from the way he was running out all devastated.

"Steve, what happened to Peter?" Natasha asking Steve what's going on.

"He found out a terrible truth, we all did, it's bad." Steve tells Natasha.

Natasha still has no idea what Steve is talking about, but Steve will have to share somethings with Natasha as Bucky is left all alone ashamed of the terrible thing he had done, he killed of Spider-Man's parents and broke apart a family, it's something he'll have to live with for the rest of his life. Meanwhile very far away from Avengers Tower, Spider-Man is sitting on the ledge with his mask off as he cried out tears in his eyes after learning the terrible truth, Bucky Barnes is the man who murdered his parents all those years ago.

---

At the same time across the pond in the secret HYDRA facility hidden in Ukraine, the testing chamber is finally completed and ready to be tested as Arnim Zola walking inside the chamber carrying the Cosmic Cube in his robotic hands, he is installing the Cube into the machine ready to unleash the power it contains, Zola takes his leave from the chamber and joins up with Baron von Strucker in the observation room as they're about to initiate the test on the Cube for the first time in 80 years since HYDRA last had it in their possession.

"Everything is set, I trust." Baron von Strucker asking Arnim Zola.

"Of course, I designed a chamber like this during the war, everything is set for testing, though the power of the Cube can be unpredictable, we only scratch the surface of it's potential, but with time we shall learn more. Now is the time to begin the test, you Strucker shall have the great honor of witnessing it's awesome powers with your own two eyes. Initiate testing immediately." Arnim Zola orders his technicians.

The technicians are at the controls as they type in the command sequence, the machine inside the chamber is powering up as the Cube itself is glowing very brightly and getting stronger until it discharged a beam of it's own energy towards the other end of the chamber, the beam then formed up into what appears to be a portal to another dimension, all of a sudden the screen is picking up something emerging from the portal itself, something alive. Strucker is still stunned and amazed to see the enormous power the Cube is producing, Zola has already have firsthand experience with the Cube in the past.

"Sir, we're picking up a life reading, coming from portal itself."

Zola and Strucker are surprised to hear this news, they didn't believe that this was possible as Zola's experience with the Cube is destruction, but it appears to be capable of so much more than destroying thing, they finally see a silhouette of a person coming from the portal, someone is actually coming through the portal itself, but they're amazement got cut short as the screens are turning red, something is going wrong with the test. The machinery inside the chamber itself is shorting out and throwing out sparks as the Cube is powering down and the beam producing the portal suddenly stops and closes the portal, the bright light inside the chamber faded away as Zola and Strucker finally sees what inside, Zola and Strucker both walked up to the chamber to see who Zola though he never see again after so many years since World War II, a man with red skin all around his face with no nose or ears, his head resembles that of a skull, his name is Johann Shmidt, the Red Skull, he's finally back into the world after 80 years.

"God, is that? Is he really?" Strucker is stunned.

Zola is still stunned by the Red Skull's appearance. "Shmidt? Is it really you?"

Red Skull looked upon the robotic body with the face of Arnim Zola on the screen. "Zola? What has happened to you?"

"Oh, this! After you were gone, I was able to transfer my consciousness into this body so that I could live on leading HYDRA in your absence all these years." Zola explained to Red Skull.

"Years?" Red Skull is confused.

"The year is 2024, it's the 21st century, you've been gone from the world for about 80 years, and yet you look exactly the same as the last time I've saw you before you disappeared, you haven't even aged a day." Zola is surprised by Red Skull's youth all these years.

"Last thing I remembered, I was in a fight abort the Valkyrie against Captain America, he bested me in combat and the Cube consumed me, teleported me into another dimension within the Cube itself, it felt like 80 days to me instead of 80 years." Red Skull explained of his experience inside the Cube.

"Time flows differently from where you came from, out here in the real world, a lot has changed while you were gone, Shimdt. We have a lot to talk about, but for now welcome to the 21st century, my friend." Zola welcomes back Red Skull to the present.

Red Skull smiles in pride. "The future is full of surprises."

Red Skull finally came back to the real world after being gone for so long for 80 years, things in HYDRA are about to change now that the original commander of HYDRA is back, Shmidt has so much to talk about with Zola concerning this century he is in right now and his experiences inside the Cube.

---

It's January 6th back in New York, it's 7:15 AM in the morning at the Parker Residence, May is cooking breakfast in the kitchen as Gwen Stacy came downstair alone, Peter still hasn't came home yet, Gwen on the phone talking to Steve Rogers concerning Peter ever since he ran away from Avengers Tower after learning the terrible truth about his parent's death, only Gwen could help him deal with the pain he's feeling right now, Steve asked Gwen if Peter came home last night but Gwen is about to inform him that he hasn't.

"He hasn't even gone home yet?" Steve asking Gwen.

"No Steve, Peter still hasn't come home yet, I thought he was rest at Avengers Tower." Gwen informed Steve.

"I'm worried about him, Gwen, he's going through a very tough time in his life." Steve told Gwen.

"What's going on, Steve? What happened to Peter?" Gwen is getting very worried for Peter.

"I think it's best you talk to him yourself, he's going to need you now more than ever." Steve tells Gwen to be there for Peter.

"I see, thanks for letting me know." Gwen told Steve.

"Good luck Gwendolyne Stacy." Steve told Gwen before hanging up.

May was listening and notices something is up with Gwen concerning Peter. "What's going on with Peter?"

"I'm not sure, Steve hasn't told me much, whatever it is, it must very serious." Gwen then dials Peter on her phone as it reached to voicemail.

"Hello, this is Peter Parker, please leave you tone at the beep." Peter's voicemail message over the phone.

"Anything?" May asking Gwen.

"Nothing, gone straight to voicemail. I'm going to go and find him." Gwen tells May she's leaving right now.

"Gwen, please make sure he's alright and let me know once you find him." May tells Gwen as she walking out.

"I will, I promise." Gwen told May before leaving the house.

Gwen finally left the house to go search for her boyfriend Peter, she may have some ideas where to find him, May stayed behind as she wonders what's going on with Peter, he's never this withdrawn from everyone before, including her, she can't help but worry that Peter is suffering by something terrible he had learned, she can only hope that Gwen will be able to help Peter deal with the pain he's feeling right now.

---

The time is 7:58 AM at the Spider-Cave as Ghost-Spider enters the hideout to find the place active as she looks around hoping to find her boyfriend here, she figures that this would be the very likely place he would go if he ever wanted to be alone, she found Spider-Man's mask on the table nearby, she knows that he's here as she looks around to the bunk area where she found him all alone sulking with his arms around his knees, Ghost-Spider talks off her mask and walked up to him as Gwen Stacy, she sees Peter looking all saddened by something, she has no idea what's going on with him, Peter is feeling nothing but sadness and anger by what he had found out last night.

"Peter... what's wrong?" Gwen is very worried for Peter.

Peter has tears in his eyes. "He... killed them."

"What? Who are you talking about?" Gwen is confused as to what Peter is saying.

"Bucky Barnes." Peter told Gwen about Bucky.

"Cap's long lost friend who was presumed dead, the one who you and Cap saved from HYDRA? What about him?" Gwen asking about Bucky Barnes.

"He's not just Cap's friend, Gwen... that man murdered my parents!" Peter confessed to Gwen the truth.

Gwen's eyes looked shocked. "What? That can't be!"

"Gwen, he just confessed the truth to Cap last night, it was him, he killed them! I just met and saved my parent's killer and I didn't even know it!" Peter told Gwen the terrible truth.

"Oh my god! I'm so sorry, Pete, I'm so sorry!" Gwen felt bad for her boyfriend Peter.

Gwen got on her knees close to Peter as she pulled him in for a hug to comfort him during his most painful time, Peter hugged her back without hesitation as he needed it more than ever, he still hugs Gwen while crying in pain, Gwen teared out feeling sad for the pain Peter is feeling right now, all she can do is comfort him as much as he needs it.

---

Back in the hidden HYDRA facility in Ukraine, the technicians are repairing the machinery inside the chamber after being shorted out by the Cube's awesome power, meanwhile in another room, the Red Skull is speaking with Zola concerning everything he had missed in these past 80 years while he was trapped inside the Cube, learning more about this new century he is currently in right now, it's very different from the old days of World War II, it's a new world with many new surprises in store for him.

"So in these past 80 years, HYDRA still hasn't made any progress on world domination, how disappointing Zola." Red Skull isn't impressed by this news.

"We remained hidden in the shadows after the war plotting to shape the world in HYDRA's image, but we've run into some setbacks during those times, fighting against a secret organization dedicated to fight us, it's called S.H.I.E.L.D., they're the very reason HYDRA has been delayed in their quest." Zola explained about their fight against S.H.I.E.L.D..

"I see, now that I'm back in the world, I shall lead HYDRA to take our rightful place in the world now that Captain America is long gone." Red Skull felt confident in himself.

"About that, he's not, he's very much alive." Zola informs Red Skull about Captain America.

"That's impossible!" Red Skull is shocked to hear this.

"No, Shmidt, like you, he has returned to the world after being frozen for about 80 years, he's been around for two years. Not only that, but he's has found his place among the world full of heroes just like him, things have certainly changed in these past two years, even these heroes are responsible for our recent setbacks." Zola explained about this world of heroes.

"I have a solution for that, Zola, during my time trapped inside the Cube, I've discovered something that can change everything, something powerful enough to destroy theses heroes for HYDRA." Red Skull has something planned to destroy the heroes.

"What is it, Shmidt?" Zola wants to know.

"The Champion of HYDRA, for that, Zola, I need your help to make the necessary preparations to use the Cube to open the portal again, soon we shall bring it back to the world and HYDRA shall reign supreme once again!" Red Skull remained confident in his plan for world domination.

"Interesting, I'm in, Shmidt." Zola is eager to help Red Skull in his plan.

"Great, since I'm back, I shall take charge from now on." Red Skull plans to retake HYDRA for himself.

"Hold on, I don't care if you are HYDRA's founder, I am the current leader of HYDRA now, you can't just..." Strucker got cut off as Red Skull grabbed his neck and lifted him up in the air, choking him.

"You forget, I created HYDRA and it shall follow me as long as I live, is that understood?!" Red Skull threatening Strucker's life.

"Yes... Hail HYDRA... Hail... Red Skull..." Strucker being choked reluctantly agrees to follow Red Skull.

Red Skull then lets go of Strucker's neck and dropped him down as he usurped control HYDRA from Strucker and retook his rightful place as the true leader of HYDRA, Zola along Crossbones and other follows of HYDRA all salute to the Red Skull and accepted him as their commander. HYDRA is making the necessary preparations to unleash something from the other side that could present a danger to the entire world.

---

It's 12:14 PM at Avengers Tower as Bucky Barnes is looking out at the window of the New York City that has changed a lot since the last time he was here as himself, but he's got a lot on his mind, especially since he was able to free himself from HYDRA with the help of his Steve Rogers and his teammates, but he still carries the guilt of all the lives he had taken as the Winter Soldier, couple of those lives were the parents of Peter Parker. Steve came by to check up on his friend Bucky to see that he's still haunted by all the things he had done as the Winter Soldier, he can't imagine what Bucky must be going through now that he back his free will.

"Bucky, Director Fury will need to debrief us on the Helicarrier at 15OO hours." Steve told Bucky.

"While you're at it, why don't you just lock me in a cell." Bucky told Steve.

"Bucky, I don't understand?" Steve is confused.

"I shouldn't be here, Cap, I shouldn't even be alive, part of me wished I had died in that explosion all those years ago, so that I wouldn't come back being this destroyer of lives." Bucky felt nothing but guilt for everything he had done.

"Bucky... what you did all those years, that wasn't you. You didn't have a choice." Steve tries helping Bucky through his guilt.

"I know... but I did it... all those lives I've taken, all their blood is on my hands, including his parents." Bucky talks about Peter's parents.

"What happened to Peter's parents was terrible, but you didn't have a choice, HYDRA took away your choice, stripped you of your free will and turned you into a weapon, it wasn't really your fault." Steve told Bucky he's not to blame.

"Still doesn't make this any easier, he's mad at me for what I had done to his parents and he has every right to be." Bucky can understand Peter's resentment for him.

"Be patient Buck and give it time, eventually he'll come to understand that what you did wasn't really you." Steve tells Bucky.

Natasha came by the living room with Peter where Steve and Bucky were talking, their conversation got cut short as they turn to see that Peter is here not looking too happy to see the man who killed his parents but remained very calm and in control, Bucky could see resentment in Peter's eyes as that's expected after hearing the terrible truth of his parents death by Bucky's hands.

"Son, you came back." Steve is surprised to see Peter here.

"Save it, Cap, I need to talk to him, alone." Peter wants to speak with Bucky.

"Why?" Steve is worried what Peter has planned for Bucky.

"I just need to talk to him, I need some answers, please Cap, I need to be alone with him." Peter told Steve to leave.

"It's okay, Cap." Bucky accepts to answer Peter's questions.

Steve has no idea what could happen since this subject is too personal for Peter, anything could happen, but after Peter found out the terrible truth he chose to runaway instead of doing something regrettable, Steve looked at Natasha who gave him a nod as she's telling him to give them some space to talk, Steve then walks away from Bucky as he and Natasha both left the living room for Peter and Bucky to talk alone.

"Ask and I will answer the best I can." Bucky told Peter.

"Why?" Peter wants to know the real reason Bucky killed them.

"HYDRA had me under their control for years, I was brainwashed and had no control over my actions, even though a part of me was still conscious, I couldn't do anything to stop myself from..." Bucky told Peter.

"From what? Killing them?" Peter finished that sentence.

"If I could take back what I've done, I would've, but I can't and I have to live with that guilt for the rest of my life." Bucky told Peter.

"But why them? Why kill them?" Peter is still confused.

"HYDRA gave me the order, they both present a grave threat to them." Bucky told Peter.

"I don't understand?! My parents were away on a business trip, why would HYDRA see them as a threat? It doesn't make any sense, this has to be a mistake!" Peter is very confused by everything.

Bucky could see that Peter really has no idea why they were killed or they were. "You really don't know, do you?"

"Know what? What is it that I don't know? Tell me?" Peter is clueless by everything.

"It wasn't a mistake... Peter... your parents... they were both agents of S.H.I.E.L.D.." Bucky told the truth about who Peter's parents truly are.

Peter's eyes widened by this revelation. "No... no... this can't be true, you're lying!"

"I have no reason to lie, it's the truth, your parents were a pair of undercover agents that infiltrated HYDRA, they stumbled onto something that threatens to destroy the entire organization and HYDRA couldn't allow that to happen, that's why they gave out there order to have them both terminated." Bucky told Peter the real reason they've been killed.

Peter couldn't process this news about his parents being secrets agents, he steps back and runs away from Bucky after he told him the truth of who his parents really are. Bucky could tell that Peter is now more conflicted than ever before, it was bad enough he had to find out that Bucky Barnes was responsible for killing them, but now he learned that his parents were actually agents of S.H.I.E.L.D., Steve and Natasha came back after Peter had left the tower once again, they're more worried than ever for Peter.

---

Later back at the Spider-Cave, Gwen Stacy and Mary Jane are alone talking about the terrible truth Peter told Gwen, Bucky Barnes is the man who killed Peter's parents 11 years ago, Mary Jane is still processing all this news and can't help but being worried for Peter after learning the terrible truth, he must be feeling devastated to learn that the man he helped saved, who is Captain America's sidekick, is the same man responsible for that plane crash where his parent had been murdered, he change everything that day and made Peter an orphan the moment he took his parents away from him.

"My god, this is all too much to handle, can't imagine how Peter must be feeling." Mary Jane is still processing this.

"He was devastated when I found him, it was too hard for him to handle alone." Gwen told Mary Jane.

"I'm glad that he had you by his side to comfort him, he's lucky to have you." Mary Jane told Gwen.

Gwen nodded her head. "He's lucky to have you too, and I can see that you still have feelings for him."

"Does that still bother you? Cause you have nothing to worry about, me and Peter are only friends, you're the love of his life, Gwen Stacy." Mary Jane admits to Gwen.

Gwen smiled by Mary Jane's kind words of honesty, but she can tell that deep down Mary Jane still loves Peter enough to want him to be okay and happy, even if it's not with her. All of a sudden, Peter came back to the Spider-Cave after talking with Bucky Barnes and he just learned an unexpected truth about his parents he didn't expect to hear nor accept, Gwen and Mary Jane are worried about him since he didn't seem too happy, he then snaps out of his self pity after seeing Mary Jane with Gwen.

"MJ?" Peter is stunned to see Mary Jane here unexpectedly.

"Gwen told me everything, I'm so sorry Tiger, I can't imagine how you must be feeling, just know that I'm here for you, we both are." Mary Jane wants to give Peter her support.

"Thanks MJ, it means a lot." Peter appreciates Mary Jane's kindness.

"Where were you, Pete? You left all of a sudden without letting me know." Gwen asking all worried for Peter.

"I'm sorry, Gwendy, I just came back from Avengers Tower, I was talking to Bucky Barnes to finds some answers, I just found out something I never expected about my parents." Peter told the girls.

"What going on, Tiger?" Mary Jane asking Peter.

"He told me that HYDRA ordered their assassination because they posed a threat to them, he said that they were both S.H.I.E.L.D. agents." Peter confessed the truth to them.

Gwen looked stunned by this news. "No way, they're S.H.I.E.L.D. agents?"

"No, there's no way they were secret agents, this can't be true." Peter is being in denial about this.

Mary Jane is stunned hearing this until she spoke up. "What if it is true, Tiger?"

"What are you talking about, MJ?" Peter asking Mary Jane.

"There's a possibly this could be true, Tiger." Mary Jane has her suspicions it could be true.

"What do you mean? Is there something you know neither of us do?" Gwen asking Mary Jane.

Mary Jane sighed as she about to tell them her suspicions. "Last year when you both were abducted by the Red Room, your dad, May, and me came to ask S.H.I.E.L.D. for their help in finding you."

"Yeah, we know that already." Peter told Mary Jane.

"There's more, when we went to S.H.I.E.L.D., we met up with Nick Fury and Agent Coulson, your aunt called Coulson by his name and he immediately recognized May, they knew each other." Mary Jane told the truth.

Peter is stunned to hear this. "Why didn't you say anything, MJ?"

"I wanted to, but I was too relieved to have you both back home safe and sound from your rescue in Russia that I didn't want to add this to your list of worries, I'm sorry if I waited too long, Tiger." Mary Jane told Peter.

"It's okay, MJ, thank you for telling me, but I still need more answers about my parents, and from what you've told me, it seems like Aunt May might know more about my parents than she told me, I need to speak with her and ask for the truth." Peter told Mary Jane.

"Are you sure about this, Pete?" Gwen asking Peter.

"All my life I always thought that my parents died in a plane crash, but I never imagined that there was more to it than I was told to believe. Everything I've thought about them was all a lie, I can't keep living in the dark without knowing who my parents are, I need the answers and I know that May is the one who can give them to me, please try to understand me." Peter is desperate to know the truth about his parents.

Peter then walks away from the Spider-Cave to confront his aunt and to ask her for the truth about his parents, Gwen and Mary Jane never seen Peter like this before, it was bad enough to find out that his parents were murdered by a friend of Captain America who was thought to be dead all these years, but he found out that his parents weren't who he always thought they were, they were actually S.H.I.E.L.D. agents who were killed by the Winter Soldier under orders of HYDRA, Peter is going to seek out Aunt May, they could tell that this won't be good for either of them and it could break apart their relationship.

---

Later at the Parker Residence, May is staying behind choosing not to do work today as she hasn't heard back from Peter expect for that time Gwen called, she told May that she found him but didn't get the chance to tell her the real reason he's like this, May got the sense that something bad has happened to Peter and it's very serious, all of a sudden the front door opened as Peter came in and May got up to see her nephew finally home, Peter found her still at home instead of work at the shelter, he has so much questions to ask her concerning the truth she's been hiding from him about his parents.

"Peter, where the devil were you? Do you have any idea how worried me and Gwen were? I know that you have a double life as a hero, but I expected you to keep us informed, because I trusted you not to keep secrets between us!" May is upset at Peter for going missing all night.

"Now isn't the time for you to lecture me on secrets and trust, Aunt May! I thought there were no secrets between us, I guess I was wrong!" Peter is upset at May.

"I wasn't hiding anything, Peter?!" May told Peter.

"Okay, Aunt May, then be honest me and tell me truth... Were my parents secret agents?" Peter asking May for the truth.

May became stunned by what Peter just told her about his parents, she has no idea how he found, Peter could tell by her reaction that she knows the truth and that she's been keeping it a secret for the past 11 years of his life since his parents died.

"You knew the whole time, didn't you?" Peter told May.

"Peter, I couldn't tell you, your parents made us promise not to tell you." May told Peter why she didn't tell him.

"So it is true? Please Aunt May, I can't live in the dark about my parents anymore, I need the truth and I know you can give them to me." Peter pleaded with May to tell him the truth.

May remained quiet until she sighed and worked up the courage to tell Peter the whole story. "It's true, Peter, all of it, your parents were both secret agents, they worked for S.H.I.E.L.D. as spies for years, even before you were born. In the beginning, your father was once a soldier along with Phil Coulson, they both served under Colonel Nick Fury who was their commanding officer, after they got discharged Col. Fury joined the organization S.H.I.E.L.D. and they followed. At some point when your father joined the agency, he met a woman who would eventually become your mother, Agent Mary Fitzpatrick, they've worked together on mission and grown close until one day they fell in love, they got married and three years later, they had you, their miracle. But even after having you in their lives, they couldn't quit being who they are, they continued their missions for S.H.I.E.L.D. in secret. They would often leave you in our care when they're out on their missions and we would take great care of you for them."

"That explains why they're hardly around when I was still growing up, it all makes sense." Peter now knows why his parents were absent.

"I'm sorry they couldn't be there for you growing up, but everything they've did, everything they fought for is the keep the world safe so that you would have a future to live for. They would always come back and spend some time being parents while it lasted, until one day, about 11 years ago, they were sent on a highly classified mission into Europe to infiltrate a terrorist organization S.H.I.E.L.D. has been fighting against since the very beginning." May told Peter the story.

Peter figured it out what that terrorist organization is. "HYDRA."

"They took the mission without hesitation even though it's very dangerous, they went to Europe and spend days there until one day, the mission went south and they were forced to escape Europe from the authorities, at the time S.H.I.E.L.D. had no choice but to disavow any knowledge of their actions, they had them labelled as double agents, traitors to their country. Days later, Phil Coulson came to our house and gave us the bad news, he told us that they both died in a plane crash over the Atlantic Ocean, that was the day everything change for all of us." May tells Peter what became of his parents.

"It wasn't a plane crash that killed them, it was a person." Peter told May what really happened.

"What are you talking about?" May is confused.

"I just found out why they really dead and who was responsible for their deaths." Peter told May they were murdered.

"Who was it?" May wants to know who's responsible.

"His name is Bucky Barnes, he was an old comrade of Captain America who was presumed dead, but turned out to be alive as HYDRA's assassin called the Winter Soldier, he confessed last night that he's the one who killed them under HYDRA's orders, my parents were a threat to them and they ordered him to killed him by making it look like it was a plane crash. I just helped save this man's life and I didn't even know that he was my parent's killer." Peter confessed who done it and why.

"Oh my god, Peter, I can't imagine how you must be feeling." May felt sympathy for her nephew.

"I just found out that everything I thought I knew about my parents was all a lie, as it turns out I never really knew them at all." Peter felt conflicted over his feelings about his parents.

"Peter..." May wanted to say more.

"How much did Nick Fury know about this?" Peter wants to know more.

"Peter..." May tries to say more.

"How much, Aunt May?" Peter asking his aunt again that same question.

"Everything, he was the one who sent them on that mission where they never came back alive, he was also the one who labelled them as traitors the moment the mission was compromised." May told Peter about Nick Fury's involvement.

Peter remained quiets as he thought of something involving the Winter Soldier, he suspected that Nick Fury and Phil Coulson withheld the truth about his parents and that they were killed by the Winter Soldier.

Peter got an angry look on his face. "He knew, he knew this entire time!"

May then see that Peter is walking away all of a sudden without saying more. "Peter, come back! Peter!"

May tried to stop Peter from leaving the house, but he ignored her as he walked out that door after getting the answers he got from her, May could tell that she lost his trust in her for withholding the truth about his parents for 11 years. Meanwhile Peter is heading out to confront Nick Fury for his role in sending his parents on their last mission and for knowing about the Winter Soldier's role in their deaths.

---

At the same time in the Ukraine HYDRA facility, the technicians are working overtime on the chamber to make some improvements on opening the portal again without any difficulty, Arnim Zola came by the observation room where the Red Skull is holding the Cosmic Cube in his hand overseeing his minions doing all the work that shall play a vital role in HYDRA's grand plan in world domination by unleashing something terrifying from the other side that could the biggest threat to the heroes.

"How is everything going, Zola?" Red Skull asking Arnim Zola.

"Everything is on schedule, Shmidt, the chamber shall be ready within 7 hours, I've done the necessary calculations and made some improvements, soon the portal shall be opened again fully stable." Arnim Zola informed Red Skull.

"Excellent, Zola, soon the whole world shall witness the full power of HYDRA once it's champions comes through the portal, and not even these so called heroes will be able to stop it. Stay on schedule, my friend." Red Skull tells Arnim Zola.

Zola walks away to supervise the work on the chamber as Red Skull holds up the Cube and tries to communicate with what lies inside it, he somehow is able to reach through as something is speaking back to him in an unknown dialect that the Red Skull could understand, whatever it is, it's anxious to get out from the Cube.

"Patience, my friend, soon you shall come back into the world again and everyone shall witness your fury as you exact your vengeance on the world for your imprisonment. In exchange, I ask you give HYDRA the power to reign supreme over this world as we build an awesome empire and HYDRA take it's rightful place." Red Skull speaking to what lies within the Cube.

Whatever this thing is, it accepted the Red Skull's proposal to aid HYDRA in world domination in exchange for its freedom back into the real world to exact it's vengeance for being imprisoned inside the Cube for a very long time, this thing can prove to be a bigger threat for the heroes to handle together, Red Skull plans to use it to destroy them to clear the way for HYDRA's vision of the future.

---

It's 3:15 at the Helicarrier, Spider-Man is making his way through the hallways passing by every agents that comes his way, he doesn't have a good look on his face as he is very eager to confront Nick Fury for withholding the truth from him. Meanwhile in the debriefing room, Captain America, Black Widow, and Winter Soldier are being debriefed by Nick Fury, Phil Coulson, and Maria Hill on their previous mission in Siberia and learning everything Bucky knows about what HYDRA has done with the Cube and where they've relocated it.

"We still have no luck in locating the Cube's radiation signature, it must be either shielded or hidden somewhere radioactive." Maria Hill informs the group.

"So Zola and Strucker still has the Cube in their possession, any idea where they've taken it, Mr. Barnes?" Nick Fury asking Winter Soldier.

"I know exactly where they've it." Winter Soldier has the information on the Cube's whereabouts.

"Get out of my way!" Spider-Man yelling from outside the door.

Everyone heard Spider-Man's voice from outside the debriefing room, the door got bursted open as Spider-Man forced his way inside past the agents who denied him entrance, everyone is surprised to see him again despite the recent events concerning the Winter Soldier's role in assassinating his parents and not in a good way from the way his face looked, he looks upset about something as he walking in uninvited, Captain America got up to intervene, to stop Spider-Man from doing something in his angry state.

"I did not call for you, Spider-Man." Nick Fury told an angry Spider-Man he wasn't invited.

Captain America held Spider-Man back. "Take it easy, son!"

Spider-Man is angry and points his finger at Nick Fury. "YOU KNEW THAT HE KILLED MY PARENTS, DIDN'T YOU, FURY?! YOU'VE KNOWN ABOUT MY PARENTS THIS ENTIRE TIME!"

Captain America then turns his head back to Nick Fury. "Is that true?"

"Yes, from the way they were killed, I had some suspicions that the Winter Soldier might've had a hand in their deaths, I didn't think that it was your best interests at the time, Spider-Man." Nick Fury admits he hid this information from Spider-Man.

"Very typical of you, Fury, you love keeping secrets from everyone, don't you?" Spider-man not very happy with Nick Fury.

"That what he does best, he doesn't trust anyone around him to share, just compartmentalize." Captain America agrees with Spider-Man.

"Alright, enough, I don't care if either of you agree with methods! Right now we got bigger problems to deal with that our issues, HYDRA still has the Cube in their possession, so whatever it is you're feeling right now, put it aside and move on, the fate of the world is at stake, are we clear?" Nick Fury ask them to put aside their personal feelings.

Spider-Man still has an angry look on his face. "This changes nothing, Fury, after we get the Cube back, our business is concluded, are we clear?"

"Crystal clear!" Nick Fury told Spider-Man.

Captain America sighed. "Alright Bucky, do you know where the Cube is right now?"

"I do, Cap, there's a hidden facility located in Ukraine, that's where Zola and Strucker took the Cube after my return in Siberia. It's well hidden from satellite or radar in a place no one will ever dare to go, but I know exactly where it's located and how to get there." Winter Soldier informs them on the place where the Cube is.

"Wait, you're coming with us?" Spider-Man is shocked to find out Winter Soldier is tagging along for this mission.

"If it's the only way to find this place, then yes, I know how you feel about him, son, I really do, but right now HYDRA has the Cube and in their hands, they could use it to endanger the entire world just like they did in the past. Bucky is the only one who knows this place better than any of us, where to find and how to bypass their defenses, so like it not, he's coming." Captain America told Spider-Man.

"He's right, and there's more to the Cube than any of you realize." Phil Coulson told the group.

"What do you mean, Coulson? Is there something else you know that we don't?" Captain America is surprised to hear this news.

"During the times S.H.I.E.L.D. did their research on the Cube, we found out something no one expected to find, the Cube isn't just a source of unlimited power, it's also a prison." Coulson explained the Cube's other purpose.

"A prison? For what?" Captain America is surprised by this news.

"We don't know, but the important thing is we need to keep whatever is inside the Cube from getting out, if HYDRA unleashed whatever lies within the Cube, then it could present itself as a bigger danger to the entire world than HYDRA itself, we cannot allow that to happen." Coulson told them that something within the Cube is very dangerous.

"Then we don't have much time, Bucky, we need the exact coordinates of the facility itself." Captain America asking the Winter Soldier for his help.

Winter Soldier nodded his head in agreement. "Very well, Cap, the coordinates are 51 degrees North Latitude and 30 degrees East Longitude."

Maria Hill is typing in the coordinates Winter Soldier gave them, the S.H.I.E.L.D. satellite hovering above Ukraine is zooming in onto the coordinates of where the HYDRA facility is located, everyone became shocked to find out where exactly in Ukraine it is, it's the one place on Earth everyone knows is uninhabitable, everyone except Captain America who is unfamiliar with the place.

"Whoa!" Spider-Man is surprised.

"Is this right?" Black Widow asking Winter Soldier.

"Yeah, that's where HYDRA has their hidden base." Winter Soldier confirmed that it's the right place.

"What? You all know this place?" Captain America asking everyone who's familiar with the place.

"The most uninhabitable place on Earth." Black Widow told Captain America.

"If the Cube is there, then you all have no choice but to go there." Nick Fury told the team.

"Lucky for you all, we have just the devices designed to shield you from the radiation, courtesy of Tony Stark." Phil Coulson has a solution for them.

"Then we have no time to waste, it's time we head for Ukraine and stop HYDRA before it's too late. Let's head out!" Captain America tells the team.

Captain America along with Spider-Man, Black Widow, and Winter Soldier are heading out from the room to head out for their mission. Sometime later outside on the Helicarrier's runway all four are heading towards the quinjet, they've boarded as Black Widow takes the cockpit, Winter Soldier went to the weapons locker and grabbed an M4A1 assault rifle with grenade launcher, Spider-Man still remains quiet as he still hold resentment to the Winter Soldier for his role in his parent's death, but he'll have to put it aside for the moment as he has bigger problems at hand, HYDRA has the Cube and he'll need to reluctantly work with the Winter Soldier to stop them before it's too late. The quinjet is lifting off the ground and flies away from the Helicarrier and heading towards Ukraine.

---

A couple hours later the quinjet is flying over the Atlantic Ocean as Black Widow is still piloting the craft, Winter Soldier looked out the window to see the very same ocean where he was presumed dead all those years ago, where the old Bucky Barnes died and he was reborn as the Winter Soldier, that moment changed everything for him, he looked back at Spider-Man who is still ignoring him and focusing on the mission, it was also the very same ocean where he killed the Parkers onboard a private plane 11 years ago, he still carries the guilt of everything he had done that day. Captain America walks over to speak with Spider-Man to see how he's holding himself up with everything he had learned, it hasn't been easy for Peter to handle alone.

"How are you holding up, son?" Captain America asking Spider-Man.

"I'm fine, Cap, I'm very focused on the mission, I'm not going to do anything stupid." Spider-Man remained calm and in control.

"I know it's not easy for you to put your personal feelings aside for the greater good, especially when..." Captain America was about to finish his sentence.

"Don't, I know where you're going with this, just don't." Spider-Man doesn't want to hear it.

"Peter, what Bucky did wasn't his choice, he didn't choose to..." Captain America tries to defend Bucky's action as the Winter Soldier.

"But he did, he took them away from me and changed my life." Spider-Man still see Bucky as his parents killer.

"No, HYDRA did all that, they brainwashed him, stripped away his will, and took away his choices, he didn't have a choice." Captain America still defended Winter Soldier.

"Is that suppose to comfort me, Cap? Because it's not working, every time I look at him, all I can see is the man who took away my parents." Spider-Man tells Captain America.

"That wasn't his choice and you know it! I thought you of all people would understand what he's gone through!" Captain America spook up to Spider-Man.

"Excuse me!" Spider-Man protested back.

"Have you forgotten what the Red Room did to Gwen last year? They brainwashed her and turned her against you, she tried to kill you but you saw that it wasn't really her, you were able to save her from herself. Let's not forget that time that Mister Negative did the same to you, he turned against the city and you almost killed your girlfriend with your own hands." Captain America reminded Spider-Man of the two incidents of brainwashing with him and Gwen.

"Neither Gwen nor I killed anyone, but he did and my parents blood is on his hands. Can't you put yourself in my shoes and try to understand my pain?" Spider-Man tells Captain America.

"Fine, I will, but I ask that you put yourself in his shoes too and try understand him better, Bucky doesn't find any comfort in what he's done." Captain America tells Spider-Man.

"Look, I respect that he's your friend and nothing will change that, but it's clear that you and I won't be on the same page. So let's just focus on the mission and get this over with, got it?" Spider-Man showing hostility towards Captain America.

Captain America says nothing more as he gets up and walks away, all his attempt to reason with Spider-Man about Bucky's action has hit a dead end, this certainly has strained their relationship when it comes to Bucky Barnes, Captain America can only hope that Spider-Man will eventually try to understand the pain that Bucky has endured all these years, but when it comes to his parents, it could be more difficult, especially with everything he had learned about them. Spider-Man is more conflicted that his judgment is too clouded for him to think straight, but he'll try to put aside his issues when it comes to this missions.

---

A few hours later the quinjet is still cloaked and flying around in the skies of Ukraine and heading towards the most uninhabitable place on Earth, an empty place full of abandoned buildings and the whole area is full of radiation making it too dangerous to become habitable to people, Black Widow still pilots the craft as she's about to inform her teammates that they've finally arrived at the coordinates Bucky Barnes gave them, somewhere around here is HYDRA's hidden facility where the Cube currently is.

"We're here, boys, welcome to Chernobyl." Black Widow informs them they've arrived at their destination.

Captain America looked out the window to see all of Chernobyl with his own two eyes, this place has been abandoned for years cause of all the radiation that still roams around the area as a result of a nuclear accident from the power plant where it happened. The cloaked quinjet finds a spot to land and hide the craft, the quinjet slowly lands down in the forest outside of town to avoid HYDRA knowing they are here. After it landed, the teammates inside strapped on the devices they've got from Maria Hill that will help protect them against the radiation outside.

"What is this?" Captain America asking what this device is.

"Radiation dampeners, they emit a small protected field around each us, to shield us from the radiation that resides here, but keep in mind that they're only experimental and won't last very long, so keep an eye on your Geiger counters and watch your radiation levels, let's make this very quick." Black Widow explained what their purpose is and what lies outside the quinjet.

"Agreed, HYDRA isn't aware of our presence yet, we make our way on foot, stay sharp and look out for one another, let's head out." Captain America tells the team.

The ramp lowers down as the team are about to make their way to the hidden HYDRA facility on foot, they walked away from the quinjet and headed towards town with Winter Soldier leading the way. They finally arrived at the abandoned city of Pripyat left uninhabited since 1986, they continue walking through town to see all the abandoned building left unoccupied since the nuclear accident, eventually they passed by the amusement park where they spotted an old ferris wheel, Captain America isn't aware of the event that happened here in Chernobyl during his time being frozen in ice, he's still learning a lot trying to catch up to the modern times, all he knows is that radiation roams around this whole area, but he still doesn't know why.

"What happened here?" Captain America is curious about this place and what became of it.

"This used to be a livable city full of people back in the Soviet Era, until one day about 38 years ago there was a nuclear accident that occurred at the power plant, one of the reactors when into meltdown, as a result radiation was leaked and became airborne, it spread all over this whole area, a number of lives were lost and this place became uninhabitable, this city is all that is left standing." Black Widow explained about the Chernobyl disaster.

"It's actually very clever of HYDRA to hide a very powerful radioactive object in a place full of radiation to mask it's signature." Spider-Man told the team.

"We need to find it very fast, if HYDRA can't handle the enormous power it contains, then history will repeat itself again and it could do much worse than what happened here. Where to Bucky?" Captain America asking Winter Soldier where to go.

"This way." Winter Soldier leads the way for the team.

The team are walk through the city following the Winter Soldier who knows exactly where the hidden base is, so far they haven't run into trouble yet, not even a single patrol, HYDRA figured that no one would ever dare go to a place full of radiation. Meanwhile Bucky leads them out of the city towards the abandoned nuclear plant, specifically the two cooling towers where the hidden base is located. They kept their distance as Black Widow and Captain America uses the binoculars to observe the place, they see some sentries wearing protective gear patrolling around the towers keeping an eye on things, the team figured that this is the place.

"The bases is hidden inside those cooling towers, the Cube could be inside any one of them.." Winter Soldier told the team this is the place.

"This is definitely the place, why else would they be walking around wearing protective gear?" Black Widow also confirmed it.

"We can't let them spot us, otherwise Zola or Strucker will make their escape with the Cube, we may not get another chance like this ever again, we have to do this under the radar. The need to find another way to get inside, any suggestions, Widow?" Captain America asking Black Widow for her opinion.

Black Widow zoomed in the binoculars and founds some exhaust vent below the towers. "We could use those vents to sneak in undetected, but we'll have to split up and cover much ground."

"Alright, me and Bucky will take the first tower, you and Spider-Man take the second, stay in touch and notify once we find the Cube." Captain America tells the team to split up into teams of two.

"Got it, let's go Spidey." Black Widow leads Spider-Man away to the second tower.

Black Widow and Spider-Man split up and heads to the second tower while Captain America and Winter Soldier heads towards the first tower, the Cube could be in any one of the two, each of the two team managed to avoid being spotted by HYDRA sentries and used the vents to sneak inside undetected.

Meanwhile inside the first tower, Red Skull is alone in the office with the Cube still glowing as always, he's awaiting for the update from Zola on the completion of the machine, all of a sudden Arnim Zola came into the office to notify his leader of the good news of the progress.

"Shmidt, the machine is all complete and ready, we can finally begin." Zola said

"Perfect." Red Skull picked up the Cube in his hand. "Let's go."

At the same time in the second tower, Spider-Man and Black Widow successfully infiltrated the base undetected as they're making their way through the vents and avoided security, since they're alone and nobody is here, Black Widow has been meaning to talk with Spider-Man concerning his personal feelings about his parents and his uneasy alliance with the Winter Soldier, it's been hard on him and she's worried for him, now might be the best time to talk with him to get past these conflicted feelings. Spider-Man stopped as he noticed Black Widow being silent and eager to speak with him as he stops and turns about looking at her.

"Okay, what is it?" Spider-Man asking what's on her mind.

"Nothing, I'm just worried about you." Black Widow said.

"Look Nat, I appreciate that you're so concerned about me, but I'm fine." Spider-Man said.

"I'd believe you if you weren't feeling so conflicted with everything you've learned, it can't be easy." Black Widow said.

"Finding out that a friend of Captain America killed my parents or that they were secretly government agents who were killed on a mission? I just don't understand why they've never told me who they were and what they do?" Spider-Man said.

Black Widow sighed. "Probably the same reason you don't everyone who you are and what you do, to protect them. I'm guessing that your parents did the same for you, they probably wanted to shield you from their double lives, guess you really do take after your parents more than you realized."

Spider-Man sighed. "Yeah, I guess that true, I tried my best to protect those closest to me from my life as Spider-Man, it hasn't been easy, I can see the resemblance."

"And what about Bucky Barnes? I'm pretty sure that he's regretting everything he had done to your parents." Black Widow said.

"Are you really defending him?" Spider-Man looked surprised.

"No, I just understand him, you know my story, Spidey, I was just a little girl who was taken from her parents, forced to be trained to be an assassin for the Red Room, I never chose to be this person, the Red Room made that choice for me, and I've done a lot of things I'm not proud of, things I'd have to live with for the rest of my life." Black Widow said.

"You were just a little girl back then, you didn't have a choice." Spider-Man said.

"Bucky Barnes didn't have a choice either, he was brainwashed into becoming an assassin by HYDRA, they turned him into their weapon without freewill." Black Widow said.

"What's your point, Nat?" Spider-Man said.

"My point is that he's still feeling bad about everything he had done in his life as the Winter Soldier, things he'll have to carry for the rest of his life. What happened to your parents is done, neither of your can change what happened in the past, but you both can learn to move on with your lives by gaining closure and letting go of the past." Black Widow said.

"You make sound like it's easy." Spider-Man has some doubts.

"No, nothing is ever easy, but it's the only way to move on, and only you can decide if you want closure or not, don't throw that away, Peter." Black Widow said.

Black Widow continues exploring down the facility after she had a talk with Spider-Man about his need for closure, he's still unsure if he should talk with Bucky Barnes or not, a part of him still feels resentment to the man who killed his parents, but he also realized that what Bucky had done wasn't his own choice, HYDRA forced that choice upon him whether he liked it or not, for now Spidey must focus on the mission to find and retrieve the Cube in time before HYDRA gets the chance to unleash something within upon the world.

At the other cooling tower, a vent opens up as Captain America and Winter Soldier finally reached the testing chamber to see all the machinery in place along with Crossbones and Strucker standing with a battalion of HYDRA soldiers assembled, they figured that this is the right place and the Cube is here somewhere, Captain America taps on his earpiece to notify his teammates at the second cooling tower that they've found a lead on the Cube.

"Widow, do you read me?" Captain America radioing in.

"I read you, Cap, did you find the Cube?" Black Widow said.

"Maybe, we found Strucker with Crossbones along with a group of soldiers assembles, looks like this is the right place." Captain America informed Black Widow.

All of a sudden the elevator door opens as Zola and Red Skull are walking out with the Cube in his hands, Winter Soldier is stunned to see someone he never expected to see again in this time, he taps Cap's shoulder to let him see what he's seeing right now, Captain America is seeing the Red Skull who was presumed dead all those years ago aboard the Valkyrie, he's stunned to see his archenemy is back in the world and leading HYDRA.

"It can't be... it's impossible." Captain America still doesn't believe it.

"What's wrong, Cap?" Spider-Man said.

"It's him... the Red Skull, he's back." Captain America said.

"That same Red Skull you've told us about, the one you fought against in WWII?" Spider-Man said.

"The very same, I'm seeing him with my own two eyes, I'd recognized him from anywhere, it's him." Captain America said.

"That's impossible." Black Widow said.

"If we learned anything in the past two years, even recently, anything is possible." Spider-Man said.

"If he's here, then that means that something big is about to happen, I need you both here at the other tower immediately, we can't let the Red Skull carry through with his plans, but most importantly we can't let him escape here by any circumstances, he once lead HYDRA towards world domination in the past and almost succeeded, he'll do the same with the present, we have to stop here and now." Captain America said.

"Hang tight, we're on our way." Black Widow said.

Captain America and Winter Soldier sit tight for now and await backup to arrived from the other tower, all they can do is observe and see what the Red Skull has in store for the Cube, they see him and Zola walking into the chamber with the Cube and placed it into the machine. After they're done, they walked away and joined up with the rest of HYDRA who gets to witness their leader's plans for world domination in action.

"My subjects, you all have the honor to witness history in the making... soon, the true champion of HYDRA shall be summoned from beyond... Zola, you may begin." Red Skull said to his minions.

Arnim Zola takes the controls and powers up the machine in the chamber, the Cube is being powered up as Captain America and Winter Soldier still remained hidden witnessed something happening with the Cube as it's generating too much power, a beam of bright light was unleashed from the Cube and formed up a portal to the other side, everyone here is witnessing something happening, something big with tentacles is starting to emerge from the portal itself, the heroes finally sees something coming through the other side, something that Nick Fury told lies within the Cube, something very dangerous for the whole world.

"We have to act now and closed the portal before that thing gets out, chances are we may not be able to survive this battle." Captain America said.

"I know, but I'll still fight by your side to stop HYDRA, just like old times." Winter Soldier said holding up and cocked his assault rifle.

Captain America smiled as he summoned his energy shield. "Then let's go save the world again."

Winter Soldier fired a grenade round from the launcher down upon the soldiers and blasted them away, the rest of HYDRA looked up to see that their base has been infiltrated by two super soldiers who jumped down and began their attack, the Winter Soldier has turned against them and now is fighting beside Captain America, the Red Skull finally sees his nemesis again after 80 years being trapped inside the Cube. Captain America tossed the shield as it's taking out several soldiers simultaneously while Winter Solder holds up his rifle and fires upon several more soldiers. Crossbones joins in the fight as he rushed and about to use his gauntlets to unleash a strong punch upon Captain America, the super soldier himself got distracted fight off some soldiers as Crossbones tossed in a punch, Cap summoned a shield to protect himself, but the impact was still too strong to hold back, he took the hit and fell back to the ground. Winter Soldier stopped as he sees his friend is in trouble, but he got himself distracted as Red Skull fired a round at him and he fell down all injured, he only took a flesh wound fortunately. Both Captain America and Winter Soldier are seriously hurt trying to stop HYDRA together, but failed as the Red Skull walked up to see his old enemies together again, the portal still remains open as more tentacles are coming out.

"Greetings Captain America, it's been so long since our last fight aboard the Valkyrie, I never thought I'd see you again." Red Skull said.

"Funny, I was going to say the same thing, somethings never changed, not even you, Shmidt." Captain America said.

"Still holding to your misguided ideas of freedom and justice, I see, from what Zola told me, that doesn't seem to amount to anything, even though you gave your life saving the world, humanity is still consumed their selfish desires for power and conflict, why continue this pointless crusade?" Red Skull said.

"I can't the world from fighting against itself, that's true, but that doesn't mean I have to give up fighting for freedom because it's everyone's right, you only desire tyranny and power." Captain America said.

"I admire your dedication till the very end, Captain, even thought it did get you killed. You and your friend shall have the great honor of being the first to die at the hands on our champion." Red Skull said.

Red Skull steps away as the portal still remains open, the tentacles are reaching out towards Captain America and Winter Soldier about to kill them both, Red Skull smiled as he gets to witness the beast about to kill both his enemies together, but his happiness got cut short as a couple of web lines were fired upon the two super soldiers, they got pulled away in time before the tentacles could ever take them, Red Skull and HYDRA turned around to see Spider-Man is here and he just saved both their lives, Red Skull is unfamiliar with this enemy called Spider-Man.

"Hey Cap, are you alright?" Spider-Man said.

"We both are, thanks son." Captain America smiled.

"Who is this?!" Red Skull demanding answers.

"This is Spider-Man, another misguided fool like Captain America, he's pretty much responsible for bringing heroes into this world, he has even thwarted our progress for world domination in the past." Arnim Zola informed Red Skull.

"Him?! He's merely a child masquerading as a hero, I don't see why you have to concern yourselves about him." Red Skull said.

"Don't underestimate him, Shmidt, you have no idea what he's capable of." Arnim Zola warned Red Skull to take Spider-Man seriously.

"Perhaps he's the one who doesn't understand what I'm capable of." Red Skull said.

"Is that suppose to scare me? I've gone against worse threats than you, Skull Head!" Spider-Man insults Red Skull.

"You dare insult me and my power?! Kill him!" Red Skull got very angry and pulled out his gun.

Red Skull and his HYDRA forces all aimed their weapons at Spider-Man, but they got surprised by someone firing off tasers and zapping them unconscious, it was Black Widow who came out of hiding and made her appearance, she switches to her electro batons and began swing them against any HYDRA soldiers in her path, Captain America and Winter Soldier got back up and joined the fight, Winter Soldier came in charging and punched Arnim Zola hard on the camera head as it got knocked off the neck, the supervillain got blind as he can't see anything.

"AH, not again!" Arnim Zola curses in anger.

"That's for turning me into a killer." Winter Soldier said in anger.

Captain America engages in hand to hand combat against Crossbones, the villain tossed in some punches as the hero bob and weaves the strikes, Cap strikes back with a strong uppercut knocking Crossbones off the ground and fell on his back, Captain America defeated Crossbones once again. Baron von Strucker sees Black Widow still striking back at his men using the electro batons, he took out his personal weapon, the Satan Claw, Black Widow took out the last one, but she then notice Strucker coming at her with his Satan Claw all powered up with electricity, she ducks down and does the sweep kick to knock Strucker off his feet, she then strikes back with her baton as it unleashed voltage of electricity upon the former HYDRA leader. Red Skull is still shooting at Spider-Man who is proven to be too fast and evasive for the bullets to hit, he's never gone against another being of such power before other than Captain America, but in Spider-Man's case it's much stronger.

"Stay still, insect!" Red Skull curses in anger while shooting.

"Ah, no!" Spider-Man swinging around.

Red Skull kept on shooting until his pistol ran out of bullets, he attempts to reload as Spider-Man took the opportunity to swing in closer for a drop kick and knocked Red Skull off his feet, the villain fell down upon the ground as Spider-Man landed down to see that he just bested the Red Skull, the HYDRA leader looked up to see that he really underestimated this guy, but he refuses to be defeated at the hands of a young hero.

"Insolent Bug!" Red Skull tightens his fist in anger.

Red Skull gets back up and strikes back with his fist at Spider-Man who caught it easily, Red Skull got surprised how stronger he is to have stop someone as strong as he is, Spidey then strikes back with an uppercut, he defeated the Red Skull once again, the HYDRA leader looks around to see that his comrades have all fallen at the hands of heroes, Spider-Man was about to web him up to capture him, but he along with the heroes all looked at the portal to see the creature unleashing more tentacles as the size of the portal is growing, the tentacles all attempts to reach towards the heroes to attack them, Captain America and Winter Soldier ran away at high speed as one of the tentacles is about to take Black Widow, Spider-Man swings as fast a he can, he managed to swing in closer and took Black Widow before the tentacle could take her, he swings them both away to safety and joins up with Captain America and Winter Soldier at a safe distance, all four looks at the portal to see that something is attempting to break through to the real world.

"What is this thing?" Spider-Man said.

"I don't know, they just called it the champion of HYDRA, this must be what lied within the Cube itself." Captain America said.

"Well, whatever it is, we have to keep it from getting out." Spider-Man said.

"Great, any suggestions?" Black Widow said.

"The Cube, it must be what opened the portal, if we reverse the polarity, we might be able to send it back and close the portal. Widow, we need you to get to the controls and reverse the process." Spider-Man said.

"Got it." Black Widow said as she heads to the controls.

"The rest of us will keep this thing at bay until the portal is sealed." Captain America said.

The tentacles all started to attack them as they all split up, Spider-Man is swing around firing some webbing to distract the creature, Captain America tossed the energy shield to slice off one of the tentacles, Winter Soldier fired off a grenade round at the center of the portal to damage the creature, the grenade blast caused some injuries to this thing, meanwhile Black Widow made it to the controls as she's attempting to figure out how to reverse the process to sent this thing back to the other side, but she's having trouble as this is way out of her area of expertises, the other heroes are doing their best to keep this thing from fully getting out. Red Skull along with Zola, Strucker, and Crossbones are all looking to see the heroes are busy fighting off their champion, they quietly took their opportunity to escape while they're distracted.

"Anytime now!" Spider-Man is swinging around.

"I'm still trying to figure out how!" Black Widow still having trouble.

"Hang on!" Spider-Man said.

Spider-Man swings towards Black Widow to aid her in reversing the effects of the portal as Captain America and Winter Soldier are doing their best to kept their distance from the tentacles and to prevent it from getting out. Spider-Man finally joined up next to Black Widow as he helps her with the controls, being a science prodigy himself he figures out how to reverse the polarity of the portal, he then pressed the controls as something is happening with the Cube, the energy it's producing for the portal is now being reverse as it's creating a vacuum effect, sucking everything in its path into the portal, Spider-Man uses his clinging to plant his feet to the ground, Black Widow is hanging onto Spider-Man trying not to get sucked in, unfortunately Captain America and Winter Soldier are still near the portal about to be sucked in, Spider-Man fired off a web line towards Captain America as he and Winter Soldier took the line and holds onto it tightly, the tentacles from the portal is being pulled back inside with so much force. Captain America and Winter Soldier still held onto the line as Spider-Man uses his strength to pull it as much as he can and pull them away from the portal, the creature has been pulled back inside but the portal still remains open and still pulling everything into it.

"The portal is still open, close it!" Spider-Man said.

"How?" Black Widow said.

"Red button on the console, press it!" Spider-Man said.

Black Widow tries moving away from Spider-Man slightly as the force of the portal is still pulling, she managed to hangs onto the console as Spider-Man still pulls Captain America and Winter Soldier holding onto the web line away from the portal, Black Widow is looking upon the controls to find the red button Spidey told her to press to close it, she found it glowing red, she quickly pressed it as the machine is starting to power down, the Cube is closing the portal and the strong vacuum is slowly fading away until the doorway is finally sealed shut, Captain America and Winter Soldier are both safe now that the portal is finally closed and the creature has been sent back inside the Cube itself. Captain America looked back at Spider-Man and Black Widow for closing the portal and saving their lives, he smiled and gave them a thumbs up. Red Skull is climbing up the railway of the tower to see that the heroes thwarted their attempts to unleash the champion upon the world, he then pulls out a remote and pressed the button. Spider-Man's senses tingles as something bad is about to happen here, the whole base's alarms is ringing as this place is about to be blown up soon, Winter Soldier looked up to see that the Red Skull is escaping along with his associates.

"Cap, he's getting away!" Winter Soldier said.

"We may have bigger problems, this place is about to be blown up, we have to go now!" Black Widow said.

"You go, I can't let the Red Skull escape!" Winter Soldier is running after the Red Skull.

"I'll go, you both get the Cube!" Spider-Man follows after Winter Soldier.

Spider-Man is swinging up the cooling tower as Winter Soldier is climbing up the stairs to prevent the Red Skull from escaping, meanwhile Captain America and Black Widow went to the chamber to fetch the Cube inside the machine, Captain America opens up the machine and pulled the Cube inside, there was an explosion nearby as this place is about to be blown up very soon, he and Black Widow make their retreat from the base as fast as they can. At the same time, Spider-Man and Winter Soldier are chasing after the Red Skull reaching the landing pad with his associate already inside the craft awaiting for their leader to board. Spider-Man has almost reach to the top of the pad until an explosion happened near the stairs as Winter Soldier got knocked off and hanging onto the rails with his metal arm, Spidey stopped to see him in trouble.

"Spider-Man, just go! Don't let the Red Skull escape, go!" Winter Soldier hanging on telling Spider-Man to continue the mission.

Spider-Man sees the Red Skull finally reached the landing pad on top about to make his escape, but he looks back to see Winter Soldier still holding on as his metallic fingers are starting to slip, Spidey is feeling conflicted on what to do, he knows that capturing the Red Skull is top priority since he's back to leading HYDRA again, this could be the only opportunity to capture him alive. Winter Soldier is still trying to hold on, he only has two fingers left hanging to the rails, he's about to fall down as he's slipping some more. He finally lost his grip on the rail and falls down, until Spider-Man came in time and grabbed his hand, Winter Soldier looked up to see that Spider-Man saved his life.

"Hang on, I got you!" Spider-Man helping Winter Soldier.

Spider-Man pulls Winter Soldier up with all his strength and he finally got him back on the stairs, he couldn't believe it himself that he just saved the life of the man who killed his parents, even Winter Soldier is surprised that Spidey saved his life, they looked up to see that the craft on the pad is lifting off with the Red Skull on board, it hovers out of the cooling tower and flies away from the base, they lost the only opportunity to capture him alive and to end HYDRA, Spidey gave it up to rescue Bucky Barnes, but their moment got cut short as more explosions are happening around the place.

"Come on, let's get out of here!" Spider-Man said.

Spider-Man took Winter Soldier and swings them away from the tower as fast as they can before they're blown up inside it. Outside of the cooling towers, Captain America and Black Widow ran to a safe distance with the Cosmic Cube in their possession, they looked back to see Spider-Man and Winter Soldier running away from the base with all their speed as the whole place finally blew up and the shockwave sent them flying off the ground, the towers came crumbling down as dust was blown all around them, Captain America and Black Widow can't see anything in the dust, wondering whether Spider-Man or Winter Soldier survive the destruction in time. They then see something walking through the dust, Spider-Man and Winter Soldier both survived and finally joined up with Captain America and Black Widow who are relieved to see them alive and well.

"Glad you both made it." Captain America is happy to see them alive.

Their celebration got cut short as they all looked up in the sky to see the HYDRA craft that escaped the base before it's destruction flying far away from Chernobyl, they realized that the Red Skull is on board along with Arnim Zola, Baron von Strucker, and Crossbones, all four have escaped and they lost their opportunity to prevent the Red Skull from escaping.

"We're good, Cap, but we've failed to capture the Red Skull." Spider-Man said.

"Don't worry about it, son, we'll have another opportunity to capture him another day, at least we got the Cube back, that's all that matters." Captain America said.

Winter Soldier sighed as he turns to Spider-Man. "You didn't have give up capturing the Red Skull to save me, I was willing to die to stop him, but still thanks."

"It was the right thing to do, I just couldn't let you die." Spider-Man said.

"Thank you, I owe you one." Winter Soldier said.

"We should get out of here, we've been here too long exposed to radiation." Black Widow reminded her teammates.

"Right, let's head on home." Captain America said.

All four are walking away from the wreckage of the destroyed HYDRA facility with the Cube in their possession preparing to depart from Chernobyl to head back home, their mission was a success, they've managed to stop HYDRA from unleashing the creature upon the world, but they've failed to stop the Red Skull from escaping, now he's back in command of HYDRA, things are about to get harder from now on with the Red Skull back in the world.

---

It's 9:46 PM back in New York City at Avengers Tower, the four are all in the shower room with their costumes on the floors taking separate showers in each of the stalls, they're rubbing soap on themselves and letting the water rain down cleansing off the radiation they've taken in from their trip to Chernobyl. Sometime later after they're done, Peter and Steve placed the Cube inside the vault for safekeeping to keep it from being stolen again, even though Nick Fury wants it returned to S.H.I.E.L.D. custody, but everyone agreed to keep it out of the wrong hands for good reason, after they're done putting it in, they sealed the vault door tight.

"There, under lock and key." Steve said.

"Agreed, though Nick Fury won't be happy we've kept it here." Peter said.

"That's his problem, as of right now, the Cube is under Avengers custody, it's much safer here than with S.H.I.E.L.D.. HYDRA won't be stupid enough to attack a place full of heroes, but that won't stop Red Skull from trying now that he's back in control of HYDRA." Steve said.

"You've stopped him once, Cap, you'll do it again now that there are more of us in this world." Peter was being optimistic.

Steve smiled. "By the way, it was brave thing you did, I know it couldn't been easy saving the man who..."

"I know, I never thought I would, but it was the right thing to do." Peter said.

"It too great courage to move past your anger to do what's right, you made the right choice, son." Steve said.

Peter smiled until he frown a bit. "Listen Cap, I'm sorry how I've acted towards you."

"It's okay, son, I'm sorry too, I should've been more understanding when it came to your parents, I guess I let my friendship with Bucky get in the way of that, it's on me. Your parents would be so proud of their son if they could see you right now." Steve said.

Peter smiled at that compliment. "Thanks Cap."

Sometime later after Peter was done speaking with Steve, he went to the living room where Bucky Barnes is all alone awaiting for T'Challa to come and take him to Wakanda to help him with undoing the programming HYDRA had done to his mind, to be finally free from their control, he then got up from the couch to see Peter Parker here in the same room, Peter needed to speak with him for the closure they both needed to move on.

"Listen... I know I've already thanked you for saving my life, I wanted you to know how much I appreciate it, even though I don't deserve it. I've done things I'm not proud of in my life of servitude under HYDRA, including taken the lives of your parents, I deserved all that resentment you had towards me, what I did was unforgivable. There were times that I wish I could take back everything I've done, I'm not asking you to forgive me, I just want you to understand." Bucky said.

"I was mad at you when I learned that terrible truth, but I finally realized that what you did wasn't really your choice, and I could see that you were just as hurt by this as much as I am." Peter said.

"Look, this might not be much, but there was more to your parents assassination that you realized, when HYDRA gave the order to have them terminated, they did it on behalf of someone else, someone who wanted them dead as much as HYDRA did." Bucky said.

Peter is stunned by this revelation. "Who else wanted my parents dead?"

"I don't know, I don't have any names, I was just given the order, that's all I know." Bucky said.

Peter nodded his head. "Thank you for everything, Mr. Barnes... I forgive you."

Bucky felt relieved to receive forgiveness from Peter for the deaths of his parents, he still has a lot to atone for during his life as the Winter Soldier, but he gained some small measure of closure thanks to Peter. Bucky extends his hand towards Peter, he took it and shakes hands with Bucky Barnes, he finally came to forgive him for the actions that were really his own, Peter gained some closure too, but he learned that someone else out there is responsible for his parent's death, and he's going to find them someday and get justice for his parents. Sometime later after they're done talking, a Wakandan ship came by Avengers Tower, the ramp opens up near the pad as King T'Challa walks out being escorted by the Dora Mijale, Steve, Peter, Bucky, and Natasha all greeted their friend, he brought Captain America's shield that has been fully reforged and durable again.

"Greeting T'Challa." Steve said.

"Captain Rogers, your shield is fully fixed and mission capable." T'Challa hands Steve the shield.

Steve took it and strapped it onto his arm. "Feels good."

T'Challa then turns to Bucky. "Mr. Barnes, are you ready?"

"I am, anything to be free of HYDRA's programming." Bucky said.

"It'll take time, but we can do it, my sister is a genius." T'Challa said.

"Okay, I'm ready." Bucky said.

"Are you sure about this, Buck?" Steve said.

"I can't trust my own mind, so until they get this stuff out of my head, this is best for everyone." Bucky made up his mind.

"We'll do everything in our power to help your friend, Captain, you have my word." T'Challa said.

"Thank you, T'Challa." Steve is grateful to T'Challa for helping his friend.

"I hope that one day you'll get your life back, this world needs a good man like you in it." Peter said.

"Thank you, Peter, this world is lucky to have a hero like you." Bucky said.

Bucky then waves to the three heroes saying his goodbyes before leaving with T'Challa and the Dora Mijale, he boards the Wakandan ship about to take a trip to Wakanda to receive the help he needs to undo the programming HYDRA had done to this mind, he wants to be completely free of them and to be Bucky Barnes, the hero, he still has a long road ahead of him to atone for all the innocent lives he had taken while brainwashed, a part of him still remains the Winter Soldier and it will be a part of him for the rest of his life. Peter, Steve, and Natasha looked at the Wakandan craft leaving the tower with Bucky Barnes on board, all they can do is hope that he receives the help he desperately needs, maybe one day he'll go back to being the great soldier he was before.

Their moment got interrupted as the elevator opens as Nick Fury is accompanied by Maria Hill and Phil Coulson, he doesn't seem too happy as the heroes has an idea what this is all about, keeping the Cube locked up here in the vault instead being returned back to S.H.I.E.L.D. custody, but the three Avengers agreed to keep the Cube here out of the wrong hands, especially S.H.I.E.L.D.s.

"Director." Steve said.

"Where is it?" Nick Fury said.

"You mean the Cube? It's here and it's going to stay here under lock and key." Steve said.

"That wasn't your call to make." Nick Fury said.

"Perhaps not, but that how it's going to be, it'll be safer here with the Avengers, the last thing we want is for HYDRA to steal it again." Steve said the Cube stays here in the tower.

"So that's how it is?" Nick Fury said.

"That's how it is." Steve made his decision.

"So be it, but to the other matter, is it true from Agent Romanoff's report, the Red Skull is alive?" Nick Fury said.

"That's correct, he's alive and back to leading HYDRA again, the fight against them will be more harder than ever now that he's back in charge, but that won't stop us." Steve said.

"Good, if the Red Skull strikes again, then S.H.I.E.L.D. can count on you heroes." Nick Fury said.

"Don't count on me, Nick Fury, not anymore, as I said before, this business of ours is over, I can't work with someone who doesn't trust anyone, who hides important things from everyone who trusted you, I quit." Peter said.

Peter is still mad at Nick Fury for withholding the information about his parents, he decided to quit working for S.H.I.E.L.D. anymore, he walks away from everyone as his mind has been made up, Steve and Natasha respected Peter's decision to quit for a good reason. Phil Coulson has something in his pocket he's been meaning to give to Peter, now is the time as he rushed to the elevator before Peter leaves the tower for good.

"Peter, wait!" Phil Coulson said.

"Don't Coulson, don't ask me to stay in S.H.I.E.L.D., the decision has been made." Peter said.

"I know, and I won't ask you to." Phil Coulson hands Peter a thumb drive. "Here."

Peter took it in his hand. "What is this?"

"Something your father made before he died, it's a message for you, he said to give it to you when the time is right." Phil Coulson said.

"After learning everything about my parents and who they really were, I don't think I even want to listen to it." Peter said.

"That's up to you, but don't carry your resentment towards them and throw away a chance to really know them." Phil Coulson said.

"No promises, Coulson." Peter said.

"I understand, just so you know, you're the most important thing in your parents lives, even till the end." Phil Coulson said.

The elevator finally arrived as the doors opened, Peter enters the elevator after speaking with Coulson about his parents, the door closes and sends Peter down as he holds the thumb drive he got from Coulson, a part of him still holds resentment towards his parents, especially his father for keeping their double lives a secret from him, but he can't help but wondering what message was on the drive and what his father wanted to say to him.

---

It's 11:45 PM at the Parker Residence, Gwen Stacy is in the living room watching TV awaiting for May to come home, Peter is already here in his bedroom all alone, the door opens as she's back home after a day of working at the shelter, she's worried for Peter since the last time they've spoken, he was hurt by May holding secrets about his parents, she wonders if he'll want to see her or not, but Gwen stands up to let May know that Peter is here at home.

"He's upstairs alone." Gwen said.

Gwen and May went up the stairs towards Peter's bedroom, they see the door is partially opened as Gwen opens it up fully, they see Peter sitting down at the computer desk holding the thumb drive he got from Coulson, he hasn't played it yet, they see that he remained all quiet deciding whether or not to play it and listen to his father's message for him.

"Peter... I can't imagine what you must be going through learning the truth of your parents, I know I should've told you earlier, I thought I could protect you from learning the terrible truth, I was wrong... I want you to know that I'm here for you, no matter what, that's a promise..." May said as he said nothing, she turned back to walk away.

Peter finally spoke a word. "I understand the need to keep secrets, Aunt May, I do that every time I put on the mask and face danger, I wanted to protect everyone I care about from my double life, whether I like it or not, I do take after my parents... Coulson gave me this drive, its a message from my father."

"Have you played it yet?" May is wondering.

"I don't want to do it alone." Peter said.

May nodded her head. "Okay, let's watch it together."

May and Gwen both stay in the room as Peter finally plugs the thumb drive into his laptop, Gwen and May got in close to watch as Peter is about to play the message on the computer, he pressed and the video is playing, on the screen is a message left by his father Richard Parker, Peter could see that his father looks like him, Peter is a spitting image of him.

"Hey Peter, if you're watching this, then that means that your mother and I are no longer alive and I'm truly sorry you had to go through that. We weren't the parents you expected us to be, we both had double lives, your mother and I were both secret agents for a top secret organization dedicated to keeping the world safe, especially for you, our son, our miracle. Ever since I've became a soldier and a spy, I had this strong sense of duty, doing the right thing no matter the cost, even if that means that I have to sacrifice the very things that are dear to me, and there nothing in this world I love more than you, you meant everything to us. I can only hope that you grow up and live a happy life, that's my hope for you, Peter. But if you can't or you won't, then you understand why we chose this life, my father taught me and your uncle that with great power comes great responsibility, those are the words that kept me going, but its you that gave me purpose, everything I've done is to give you a future to live for, you deserve that. You won't be alone, I know that Ben and May will always be there for you, to take care of you in our place, you're in great hands. Goodbye Peter, we love you till the very end, son." Richard smiled as he finished playing the message.

Peter closed the laptop as he teared up upon listening to his father's words to him, despite not being there for him as parents, they always thought of him, even at the end. May and Gwen could see that this message really got to Peter as he wipes the tears from his eyes.

"Are you okay?" May said.

"Yeah... I miss them." Peter said with tears.

"Me too, everyday, I know that wherever they are, they'd be very proud of you, proud of the man you've become." May said.

"I'm lucky to have you in my life, Aunt May. You too, Gwen, you're both my family." Peter said.

Peter got up from the chair as he hugs both Gwen and May together, they hugged him back too, Peter felt much better after hearing the message his dad left for him, for the first time in his life, he's actually very proud to be their son, everything he is now as both Peter Parker and as Spider-Man is thanks to them and to Ben and May for raising him in their place, he grew up to be a great man and a great hero, now he's got May and Gwen as his only family left, he's never alone. Things are looking to be better now that Peter finally gained the closure he needed since his parents died, he can move forward with his life and continue being who he always was, a hero.

Note: Please write comments or reviews about this chapter and tell what you like about it, thank you and continue reading the story.