Volume I: Captain America

Note: This will be the twenty-first chapter of Volume I. This chapter will introduce Steve Rogers as Captain America as he comes back into the modern world. He will cross paths with Spider-Man as the two heroes team up to stop HYDRA, Spider-Man will also be introduced to S.H.I.E.L.D. as he meets Nick Fury for the first time. Phil Coulson, Maria Hill, and Sharon Carter will play as supporting characters while Arnim Zola, Baron Von Strucker, Crossbones, and Batroc the Leaper plays as the villains of this chapter. Peter will help Steve find his place in the new world, he will also deal with his own feelings for Gwen Stacy.

Somewhere in the Arctic, a team of explorers working for S.H.I.E.L.D. stumbled onto something big hidden in the ice. Phil Coulson came personally to oversee the operation.

"What is it we got here?" Phil Coulson asking the team.

"Unknown sir, whatever it is, it's something big, something metal."

The team shows a scan of what's underneath the ice, they see some kind of aircraft that looked like it's been buried for years, maybe more.

"Let's take a closer look, time to start cutting." Phil Coulson tells the team.

The team uses a laser to drill through the ice and make a hole, the laser dig very deep down to the unknown craft. The laser melted the ice in the hole and succeeded in opening a hole into the craft.

Phil Coulson and the team uses rappelling gear to repel down the hole, they arrived inside the craft and turned on the flashlights. They look around the craft and see all the ice and how old it is.

"This craft is very old, looks like it's been here for years, like a lot of years. Whenever it crashed, it wasn't recently."

The team continues to explore the craft as they approach the cockpit and sees a symbol of HYDRA on the wall.

"This craft, it's of HYDRA." Phil Coulson recognized the symbol.

One of the explorers vent to the cockpit view as he see a big form of ice near it, he sees something through the frost. He took a closer look and wipes of the frost, he's shock by what he just seen.

"Agent Coulson, think you better take a look at this!"

Phil Coulson came to the explorer and is shocked to see what's in the ice.

"I'll be damned. Start removing the ice from the floor, we're taking it back to the Triskelion." Phil Coulson orders the team.

The team started to do their job in bringing the equipment needed to have this ice moved carefully without causing it to break.

"Hang tight soldier, you're going home." Phil Coulson says to whoever is frozen in the ice.

The ice has someone trapped inside, all frozen, the only clear image anyone can see a big white star in a blue circle with red and white stripes.


It's May 2nd, Back in Queens at Midtown High, Peter along with his classmates are in history class being taught by Roger Harrington who is a history teacher. Peter is with Mary Jane as he looks at Gwen who is still focused on class, he's still a bit distracted as he still hasn't talk to her since they've kissed again.

"World War II, the biggest conflict in American history, the Allied Forces were at war with two sides of the Axis Power, in Asia the Japanese Empire, in Europe the Nazis. So this what I like for each of you to do, write an essay on something related to World War II, a person, place, or event, anything relate. Please no Wikipedia, use the books or visit a museum, do some research and write it down." Roger Harrington tells the class.

Peter raised his hand up as Mr. Harrington sees it.

"Mister Parker." Roger Harrington say to Peter

"Can I pick out a particular person for the essay?" Peter is wondering.

"Of course, anyone you got in mind?" Roger Harrington says to Peter.

"Yeah, Captain America." Peter says to the teacher.

The class giggled and laughed at that subject as they think that Peter was joking about Captain America.

"Ah yes, Captain America. The name has come across the history books as a comic book character who fights the Nazi and in some plays, he knock off Adolf Hitler over 200 times. But yes, you can write about that subject. Trust me Peter, Captain America doesn't exist." Roger Harrington said to Peter.


At the Triskelion, Nick Fury and Maria Hill came to the lab to see what Coulson and his team retrieved from the Arctic, they see a man inside the ice.

"I'll be damn, he really does exist." Nick Fury is surprised.

"Are you sure it's really him?" Maria Hill asking Coulson.

"Positive, inside the ice is the body of Steve Rogers, better known as Captain America, the Super Soldier." Coulson confirmed it to Fury and Hill.

"So that craft that crashed into the ice was really the HYDRA super plane, the Valkyrie." Maria Hill says to Coulson.

"That's correct, the very plane that went missing during World War II, it was the last place that Captain Rogers was spotted until it disappeared, until now." Coulson says to Hill.

"So this is the first super soldier that took the complete formula created by Abraham Erskine. Then that means that traces of the serum still exist in his cells." Nick Fury says to Coulson and Hill.

"What are you thinking, Director?" Maria Hill says to Fury.

"If we can extract his cells, then maybe we have a deeper understanding of how the serum works. In the past, there were many recreated versions of the serum and they showed some promises, but some of them came with unfortunate side effects. But now that we have the original super soldier, perhaps we can succeed in perfecting the new serums in the future." Nick Fury has an idea.

"That could work, maybe by studying his physiology we can figure out the secret." Maria Hill likes the idea.

"My thoughts exactly. Time to bring our brightest scientists in, it's time to thaw him out." Nick Fury wants to melt the ice.


Meanwhile somewhere in the Alps, in a secret HYDRA base, Baron Strucker who is the leader of HYDRA, is overseeing operations other HYDRA factions are doing. HYDRA is a secret global terrorist organization that is focused on world domination.

Arnim Zola who was once human, now transferred his consciousness to a robot body with a camera on the neck for sight and a huge TV screen on the body showing his original face.

"What is it Dr. Zola?" Baron Von Strucker is awaiting an answer.

"Forgive the timing, but our associate in America is making contact with us." Zola informs Strucker.

"I see, put him through." Strucker wants to hear what this man has to say.

The big screen shows a man who's identity is unknown, he shows himself as a silhouette with a scrambled voice.

"Baron Strucker, is it safe to speak?"

"Yes, this is a secure transmission, proceed." Strucker speaks to the unknown man.

"I'm happy to report that Devil's Breath is complete. I shall transfer the information to you now so that you can see yourself the promising capabilities this new weapon produced."

"Very well, send the data to me immediately. If it's everything you say it is, then I'll contact you again." Strucker says to the unknown man.

"Transmitting now."

The unknown man signed off as HYDRA's computer is receiving the data from an unknown location, unknown to anyone in HYDRA, one of the operatives is pulling in the flash drive and copying the contents of the transmitted data. The data transfer is complete as Zola is now examining the encrypted data.

"I have the data, but we may have a problem." Zola is concerned.

"What's wrong Zola?" Strucker is wondering.

"Someone made a copy of the data, someone from this terminal." Zola explained the problem.

Zola and Strucker noticed that one of the analysts is missing from his station.

"We have a spy." Strucker isn't too happy.

Meanwhile this HYDRA analyst is really an undercover S.H.I.E.L.D. agent who infiltrated HYDRA. He pugged in the drive to his device as he's now transmitting it to headquarters. The alarms have been tripped as the whole base is on alert, they're on to him. He stayed hidden as he waits for the data transfer to S.H.I.E.L.D. is completed.

"70 percent, almost there."

The whole base is going room to room searching for the spy, they're even checking out their own guys to make sure the spy doesn't slip by.

The spy remained hidden not worrying about being found, he's more focus on making sure S.H.I.E.L.D. gets the intel.

"100 percent complete."

The guy destroyed the device to keep it from falling into HYDRA's hands. He attempted to escape until he got punched hard by someone with a strong gauntlet. He crashed against the wall as his bones break, he's a bit paralyzed from moving.

The attacker is Crossbones, HYDRA's top enforcer, he's donned in a black body armor with crossbones on the chests and wearing a skull mask, he's armed with two gauntlets that pack quite the punch.

"Well, well, well! Looks like we found ourselves a spy." Crossbones standing before a dying spy.

"You're too late, S.H.I.E.L.D. has the data, they're on to you."

"Unfortunate, but futile. Won't make a difference, the world will find out what Devil's Breath is, too bad you won't live to see it." Crossbones has his gauntlet ready as he deliver the final blow and killed the guy.


At the same time back in New York at the Triskelion, headquarters of S.H.I.E.L.D., Nick Fury and Maria Hill came to the monitoring room as Sharon Carter who is one of S.H.I.E.L.D.'s top agents is waiting for them.

Sharon Carter is a blonde hair woman with blue eyes, she wears a white catsuit, she goes Agent 13 to her colleagues and superiors.

"Agent 13, what's the status of our man inside HYDRA?" Nick Fury wants answers.

"He's gone, they killed him. But he was able to transmit the data to us before his death. Our analysts are working to decrypt the data, he calls it Devil's Breath." Sharon Carter explained to the director.

"Devil's Breath, I'm not familiar with it." Nick Fury doesn't know what it is.

"Neither do we, but whatever it is, our agent risked death to send us this data. It could be a weapon for HYDRA." Sharon Carter says to the director.

"How long until the encryption is cracked?" Nick Fury asking his agent.

"The encryption is very tough, it's going to take day, maybe more." Sharon Carter says to the director.

"Better get started, we need to figure out what Devil's Breath is and fast." Nick Fury wants the data as soon as possible.

The analysts are working overtime to decrypt the data in hopes of find out what Devil's Breath is before it becomes a problem for everyone.


The bell rang as school has ended, Peter and Mary Jane are walking to their lockers to pick up their stuff. Peter opened his locker to put away his books and grab his backpack. Peter sees Liz at her locker as the two haven't talked since they've broke up. Peter waved to Liz but she ignored it and walks away. Mary Jane noticed that Liz is still hurt by the breakup.

"It's that bad, huh?" Mary Jane is wondering about Liz's behavior.

"I tried talking to Liz, hoping there are no hard feelings but so far no luck." Peter says to Mary Jane.

"Just give her some space, she just had a break up and it's not an easy thing to get over." Mary Jane says to Peter.

"I never wanted to hurt Liz." Peter says to Mary Jane.

"I know Tiger. You were only being honest about your feelings for Gwen. I know that it hurts but in time, Liz will come to understand that you and her weren't meant to be." Mary Jane says to Peter.

"I hope so." Peter says to Mary Jane.

"Oh, speaking of which." Mary Jane looks at Gwen.

Peter looked at the same direction as Mary Jane and sees Gwen Stacy walking by and out of the school.

"Have you told her how you felt?" Mary Jane is curious if he confessed to Gwen.

"No, not yet." Peter admits to Mary Jane.

"Why? What's holding you back?" Mary Jane is curious as why not.

"George recovered from his injuries and I wanted Gwen to focus on her dad's recovery and I see myself as a distraction to that." Peter says why to Mary Jane.

"Peter, that's was weeks ago. You can't be holding back how you feel for Gwen forever. You did that once and you ended up with Liz. If you wait too long, then chances are that someone will take interest in Gwen. You really need to tell her your feelings as soon as possible before you lose her again." Mary Jane offers some wisdom.

"You're right." Peter says to Mary Jane.


Back at the Triskelion, Agent Carter arrived at the lab to see the scientists are melting down the ice that trapped Captain America in for almost 80 years. The heaters in the room are doing their job in warming the body for study.

"Is this really Captain America?" Sharon Carter is looking at the super soldier.

"He is, he was amazingly well preserved in the ice. We're just warming him up to be studied."

Sharon watched as Captain America is warming up, unknown to anyone, his mind is surprising active recently since he became warm, he's remembering things.

(Flashback)

1945

Captain America and a young soldier named Bucky Barnes are aboard the Valkyrie, a super plane armed with very dangerous weapons that can cause destruction to America. They found a missile inside the launch bay with destructive power enough to decimate so many lives.

"Greetings Captain." Red Skull speaks.

Cap and Bucky turned around to see the Red Skull, the founder and leader of HYDRA, Captain America's mortal enemy.

"I've been expecting you." Red Skull smiled mischievously.

"It's over, Shmidt." Captain America says to Red Skull.

"On the contrary, Captain. It has just begun." Red Skull remained confident.

The missile is armed as it's ready to be launched at the United States, Bucky didn't hesitate as he rushes to the missile to stop it.

"Bucky!" Captain America calls out to Bucky.

"It's okay Captain, I got this!" Bucky kept running to the missile.

The Red Skull pulled out his pistol as he started shooting at Captain America. The Captain uses his signature shield to protect himself against the bullets.

"You have a choice Captain America, you can stop me, or you can stop the missile, but you can't do both." Red Skull gave Captain America an ultimatum.

"Then I'll have to stop you." Captain America said to Red Skull.

Captain America and Red Skull face each other off in combat.

(Present)

Sharon sees something in the Captain's grip, she reached out and took it. She holds a compass that has a picture of a brunette woman that Sharon recognized.

"Aunt Peggy." Sharon Carter looking at the photo.

Captain America still has his eyes closed as he's remembering more.

(Flashback)

The missile launch early as Bucky is still on it trying to disable it.

Captain America is fighting off the Red Skull as they're even matched, both in skill and strength. Red Skull managed to disarm Captain America of his shield and tossed it aside. Both Captain America and Red Skull both have their hands locked trying to best one another.

"Why fight this Captain? You're meant for so much more than being America's errand boy. Why would a superior being such as yourself lowers himself to a middle rank position?" Red Skull struggling to fight.

"Because its what I do, I fight for freedom and liberty for all." Captain America held onto his beliefs.

They watched the cockpit window as they see a huge explosion happening where the missile was heading. Captain America's eyes were shocked as Bucky was on the missile trying to stop it.

"Bucky!!!" Captain America yelled out.

(Present)

One of the scientists is monitoring Steve Rogers, he noticed that the body is showing vital signs.

"What the...?"

"What's wrong?" Sharon Carter is wondering.

"It can't be, this guy is still alive."

Sharon looked back at Steve Rogers still having his eyes shut.

(Flashback)

Captain America gained the upper hand against the Red Skull as the cosmic cube got knocked off the machinery. The Red Skull tries to grab it and succeeded, but something unexpected happened. The cube began acting up as its glowing, the Red Skull is feeling something strange happening to him. The cube emitted a power of some kind as it's consuming the Red Skull. Captain America witnessed the cube taking the Red Skull away from this world. Before he knew it, the Red Skull was gone.

The cube kept glowing as its melting through the metal and falling off the plane and into the ocean.

Captain America got back to the cockpit controls to see that the Valkyrie is still on autopilot and heading for America, he looks around to see that he's flying over the Arctic and that he can take the plane off autopilot and force it down into the water to save lives.

"Steve, are you there?" Peggy Carter is on the radio.

"Yeah, but I'm not going to make it." Steve says to Peggy.

"What do you mean by that?" Peggy says to Steve.

"I got to put it in the water, it's the only way to stop it." Steve has a plan.

"Steve, you don't have to do this, we'll find another way." Peggy pleaded with Steve.

"I'm sorry Peggy, there is no other way. It has to be this way, I can save everyone." Steve says to Peggy.

"I understand... good luck, Steve Rogers." Peggy said to Steve.

"I'll never forget you Peggy, it's been a privilege knowing you." Steve smiled as he says his goodbyes.

"I feel the same way, I'll forget you, Steve." Peggy said her final words to Steve.

Steve pilots the plane and forces it down towards the water. He continues flying it down to the Arctic as he made the ultimate sacrifice. The plane crashed down into the ice along with Steve Rogers. The plane is sinking down into the cold waters, Steve Rogers is losing consciousness as he's about to go into a deep sleep, the water is filling up the cockpit.

(Present)

Sharon Carter continues to look at Captain America still warming up until his finger moved a bit. She noticed that his eyelids are twitching a bit. She took a closer look at his face, but she got surprised as his eyes open.

Captain America somehow was able to wake up from his deep sleep and got off the table, he got behind and wrap an arm around Sharon Carter's neck as she and the other scientists are shocked to see him still alive and moving. Steve looks around to see he's in a room of some kind and sees people he doesn't recognize.

"Who are you?!" Captain America is confused by everything.

"Take it easy!"

Captain America noticed that he's got a woman trapped around his arm.

"I'm sorry." Captain America apologizes to Sharon.

He lets her go free as he quickly grabs the shield that is nearby, but some guards came in blocking his way out.

"Stop right there!"

Captain America uses the shield to charge in and tackle them out of the way, they went flying outside the lab. Captain America managed to escape the lab as he's still on the run, the whole building is on alert as alarms are ringing.

He sees sunlight at the windows as he arrived there. He noticed that he's on a island near Manhattan and the ocean water is down below. More guards came coming as he's cornered and surrounded.

"Give it up! You have no where to go!"

Captain America thought of something reckless to escape, he runs towards the windows and jumps out of the building. Everyone is shocked that he jumped very far off a building, Captain America is diving down fast and hits the water.

Nick Fury, Phil Coulson, Maria Hill, and Sharon Carter arrived to look out to see that Captain America fell down into the water from very far heights.

"He's gone sir." Phil Coulson says to Fury.

"I can see that Coulson. Mind telling me how a man who was frozen for almost 80 years is somehow alive and moving?" Nick Fury says to Sharon Carter.

"Honestly, this came as a surprise to me too. No one expected this to be possible." Sharon Carter says to Fury.

"Possible or not, the fact remains that Captain America is alive and breathing, he's out there on the loose. I want him found alive and unharmed." Nick Fury orders his agents.

"Yes Director Fury." Phil Coulson complied with the order.

Meanwhile far from the Triskelion, Captain America climbs out of the water and made it to Manhattan.


At the new Spider-Cave, Peter still in his suit, is working on a project that he uses as a distraction from everything going on in his life.

Peter is working on an armor he built from carbonadium that he got from the Tinkerer's leftover resource.

"Almost... done!" Peter puts away the tool.

Peter smiled as he gazed upon his new Spider-Armor that is metallic gray and black.

"Perfect, this should come in handy when I'm facing multiple villains with so much firepower, this carbonadium should be durable enough to protect me." Peter smiled at his new armor.

Peter felt his stomach growling as he's feeling hungry after working so much.

"Boy, am I hungry. Maybe I should go get lunch. Maybe some Chinese." Peter says to himself.

Peter grabbed his mask as he puts it on to exit his lair to go get lunch.


Meanwhile in the city, Captain America is walking around the city as people are seeing a man in a red, white, and blue suit. Captain America isn't familiar with the city, it's nothing like the New York City he used to know.

He walks up to a newsstand to see today's paper, he quickly picked up the paper of the Daily Bugle as it's titled 'Spider-Man, the menace continues to terrorizes city.' He never heard of this Spider-Man but his biggest surprise is by looking at the date of the paper, it's May 2, 2022.

"This can't be." Captain America is still processing the information.

Captain America walks away from the newsstand as the vendor noticed that he's taking the paper without paying for it.

"Hey pal! Aren't you going to pay for that paper?!"

"Oh, ah?" Captain America searched his pockets and pulled out some money. "Here."

The vendor took the money but he's confused by the appearance of it since the currency is from the 40's and wet.

Meanwhile in Time Square, Spider-Man is on a rooftop having Chinese food while awaiting anything unusual.

"Yummy, I needed a good meal after a day of working." Spider-Man has his mask partially pulled up as he eats.

Spider-Man continues to eat until he spotted a guy in a Captain America suit down below as he's walking in the middle of the street causing all the cars to honk their horns.

"What's all this? Comic-Con doesn't come until the fall. Better check it out." Spider-Man pulled down his mask, he jumps and swings down to the guy.

Meanwhile Captain America is at Time Square as he's looking around the buildings and the jumbo screen, he noticed that a lot has changed since he woke up.

"What is all this?" Captain America is confused by everything.

Spider-Man landed on the traffic light as Captain America sees someone in a red and blue suit he's never seen before.

"I didn't know that comic-con came early this year." Spider-Man says to Captain America.

"What's comic-con?" Captain America is confused by the meaning.

"Are you serious?" Spider-Man says to Captain America.

"Wait a minute, you're the menace the paper has warned everyone about, the one that's been terrorizing this city." Captain America recognized him from the newspaper.

"What? Please tell me that you've been buying into that garbage Jameson has been telling everyone." Spider-Man says to Captain America.

"I don't know who this Jameson is, but I won't let you hurt these innocent people." Captain America says to Spider-Man.

"But I'm not hurting anyone, and I'm no menace." Spider-Man tries to reason with him.

"I don't believe you, for all I know you could be working for HYDRA sent to kill me." Captain America says to Spider-Man.

"HYDRA? What are you talking about?" Spider-Man is confused by everything.

"I won't let you terrorize these good people anymore. I'll fight to stop you." Captain America tossed the shield.

The shield flying towards Spider-Man but the web slinger jumped off the traffic lights and avoided the shield, he landed down on the ground. The shield bounce off the wall and returns back to Captain America.

"That thing does not obey the physics of law." Spider-Man referring to the shield.

"This is one of a kind, and it's pretty handy in dealing with strong foes like you." Captain America talks about the shield.

"Really? Let's find out." Spider-Man says to Captain America.

Spider-Man webs up Captain America's legs and pulls it, causing him to fall backwards and being pulled in, Spider-Man swings into a kick as Captain America uses the shield to block the attack but the impact was still strong that he got kicked back hard. Captain America got back up and is surprised by how strong this Spider-Man is, he's got heightened abilities like himself but in Spider-Man's case, it's much stronger.

"Okay, you're stronger than you look." Captain America admits to Spider-Man.

"We don't have to do this. I'm giving you a chance to stand down." Spider-Man says to Captain America.

"That's very kind of you, but I'm not the type to give up. Even if you are stronger than me." Captain America won't stop fighting.

Captain America tossed the shield but Spider-Man kicked up the shield before it reached him, but Captain America was charging towards him and does the push kick, he managed to hit Spider-Man while he got distracted by the shield. Captain America steps on the shield, flipping it back to his arm standing before a grounded Spider-Man.

"Stay down son, I can do this all day." Captain America says to Spider-Man.

"Yeah... so can I." Spider-Man still on the ground.

Spider-Man strikes back with a martelo de negativa, he kicked the shield off his arm and stands on his two feet.

"So what are you without your shield?" Spider-Man says a riddle.

"Still a fighter." Captain America clinch his fists.

Captain America uses his skills in boxing against Spider-Man but he has trouble managing to hit Spider-Man with his fists as Spidey uses his spider sense and his skills in kickboxing to bob and weave.

Captain America throws a punch until Spider-Man caught it and does the flying armbar, he grapples and flips Captain America down hard while trapping his arm. Captain America got back up with Spider-Man still trapping his arm with his own body. Captain America slams his arm down hard with Spider-Man taking the impact, forcing him to let go. Captain America is amazed by how well he can fight in combat, even against a most dangerous fighter such as himself.

"Not only are you strong, but you can fight." Captain America says to Spider-Man.

"You're definitely not normal, your strength and speed are beyond normal." Spider-Man noticed his abilities are too strong.

Spider-Man gets up and stands to fight. Captain America is ready to fight but Spider-Man strikes first by doing a jump spinning hook kick but Captain America ducks down, but he couldn't dodge the second kick while Spidey is still in the air. Captain America got surprised by a technique he's never seen before, Spider-Man did the guyver kick.

Spider-Man gained the upper hand as Captain America is standing back up, the people around Time Square are recording the fight between the two heroes. Captain America and Spider-Man are still standing as neither of them is giving up.

"I have to admit, I've never faced a foe such as yourself." Captain America complemented Spider-Man.

"Funny, I was going to say the same thing." Spider-Man also complemented Captain America.

The two are about to fight again until several quinjets are hovering the area, both Spider-Man and Captain America see them. Some cars came to the scene as men with guns are aiming at both Spider-Man and Captain America.

"Stand down, both of you!"

The two heroes see that they're surrounded and outnumbered.

"At ease! Lower your weapons!" Nick Fury came to the scene and orders his agents.

They both see a dark skinned man wearing an eye patch over his left eye socket wearing a black coat. He's in the company of Phil Coulson and Maria Hill.

"I see that you two finally meet, though that was unexpected." Nick Fury says to that two heroes.

"Who are you?" Captain America asking for the man's name.

"Someone who will answer all the questions you seek, to both of you. But this may not be the best place to talk." Nick Fury says to them.

Spider-Man and Captain America noticed the attention they've caused by their fighting.

"So where are we going to talk?" Spider-Man is curious about what this man wants.

"To our headquarters." Nick Fury answered the question.


One of the quinjet is flying through the city with Nick Fury, Phil Coulson, Maria Hill, Spider-Man, and Captain America. Nick Fury already explained to Captain America that Spider-Man is a hero like himself and on the right side.

"So how far is your headquarters?" Spider-Man is wondering.

"Not far, we're close." Nick Fury says to Spider-Man.

"By the way son, I'm sorry if I attacked you. Didn't know that you were the good guy." Captain America apologies to Spider-Man.

"It's fine, just don't believe everything you read in the papers, even if they're written by critics like Jameson." Spider-Man says to Captain America.

Spider-Man looks at the shield that Captain America always carries with him.

"So that's the famous shield you carry as Captain America?" Spider-Man is interested in the shield.

"That's right, she's a classic, and she's one of a kind." Captain America hands the shield for Spider-Man to look over.

Spider-Man holds it to see that there's barely any damage, not even a dent on it. But he noticed that it doesn't feel like regular metal, it's surprising light.

"This doesn't feel like normal metal. What's it made of?" Spider-Man is curious about the shield.

"Vibranium, the strongest metal on Earth, and can only be found in Wakanda. Though that information is classified." Captain America explained to Spider-Man.

"Not to worry, I'm good at keeping secrets." Spider-Man hands the shield back to Captain America.

"We're coming up on the Triskelion." Nick Fury informs them both.

Spider-Man and Captain America looked through the cockpit window to see a island building close to the Statue of Liberty.

"Whoa!" Spider-Man is shocked.

The quinjet arrived at its destination, the ramp opens as everyone walks out to see a huge building.

"Gentlemen, welcome to the Triskelion, headquarters of S.H.I.E.L.D." Nick Fury introduced the place.

They walk inside with Fury as the explore the place, a lot of agents wearing blue suits with the symbol of a bird on them.

They arrived at the private conference room where's it private for them have their conversation without unwanted ears listening.

"Have a seat, gentlemen," Nick Fury says to the heroes.

Spider-Man and Captain America each took their seats as they're interested in listening to what Nick Fury has to say.

"Okay, so who are you? You never told us your name." Spider-Man says to Nick Fury.

"Very well, my name is Nick Fury, I'm the director of S.H.I.E.L.D." Nick Fury introduced himself.

"S.H.I.E.L.D.?" Spider-Man is confused by the name.

"It stands for Strategic Homeland Intervention Enforcement and Logistics Divisions." Nick Fury explained the acronym meaning.

"Never heard of you." Spider-Man says to Fury.

"That was the point, no one knows about our existence. We operate in the shadows, protecting the world from dangerous threats." Nick Fury explained the organization's purpose.

"So why introduce yourselves to us?" Captain America says to Nick Fury.

"Because we're all on the same side, Captain Steve Rogers and Peter Parker." Nick Fury uses their real names.

"What did you say?" Spider-Man is shocked by his name.

"You heard me, kid. Who do you think left your camera in your room months ago after that incident with the Hulk?" Nick Fury gave a hint.

"Wait a minute, you're N.F.?" Spider-Man figured out the hint.

"Now you're catching on. I've been keeping an eye on you ever since you first made your appearance last year. You got a lot of people's attention, including ours." Nick Fury says to Spider-Man.

"If you've known who I was all this time, then why didn't you out my secret identity to the whole world." Spider-Man says to Nick Fury.

"Because I need you to keep doing what you do, being a hero. This world is heading into very dangerous times and it'll need heroes like you fighting the battles that no one else can fight." Nick Fury explains this reason.

"I see." Spider-Man says to Nick Fury.

"Okay, I get that you needs us. But back to my questions." Captain America wants answers.

"Of course Captain Rogers." Nick Fury says to Captain America.

"What year is this?" Captain America is curious of the year.

"The year is 2022." Nick Fury tells the year.

"2022?" Captain America is still shocked.

"That's right, you've been asleep Captain, for almost 80 years. It's the 21st century." Nick Fury says to Captain America.

Captain America is processing all this as he's now in a different time beyond his own. Spider-Man is confused by what he's hearing.

"The war?" Captain America asked about World War II.

"The war ended a long time ago." Nick Fury answered that question.

"How is it that I'm still here?" Captain America still confused.

"To be honest, we're not so sure, we didn't expect that you would wake up at all. It could the effects of the serum, plus being frozen in ice must've put your body in a state of suspended animation. When we melted down the ice and warmed your body, your cells must've woken up and did their part of healing your bodily functions, in turn bringing you back to life." Nick Fury explained how Captain America came back.

"Like the Encino Man." Spider-Man says to them.

They looked at Spider-Man as he made a movie reference, Captain America is unfamiliar to the reference.

"Or the Universal Soldier." Spider-Man said another reference.

"Back to the matter at hand, you're alive Captain Rogers. You've been given a second chance at life." Nick Fury says to Captain America.

"To do what exactly?" Captain America is confused.

"That's something you'll have to figure out, but a man of your legendary status and skills can make a big difference." Nick Fury says to Captain America.

Captain America was always a soldier fighting a war to free the allies from the Axis powers, but that war ended a long time ago. He was presumed dead to the whole world and his status as a soldier is no longer in effect.

"Now that we're all catch up on everything, I think that it's important that you two heroes know one another, starting by showing your identities." Nick Fury suggested to them.

Captain America sighed. "Very well."

Captain America took off his helmet and showed his face to everyone, they see a blonde haired man standing at 6' 2", he's got a very muscular appearance wearing a classic blue suit with a white star on his chest and red and white stripes down below. He's well trained in hand to hand combat, gymnastics, weapons and military tactics.

"My name is Captain Steve Rogers." Steve Rogers introduced himself to them.

"Your turn kid." Nick Fury says to Spider-Man.

"Why not, few people knows my identity, what's one more?" Spider-Man says to them.

Spider-Man got up, he took off his mask and showed his face to everyone. Steve is very surprised to find out that Spider-Man is a teenager that he just fought without knowing it, even more surprised how well he fought against the legend.

"You're just a boy." Steve is surprised.

"That's not all I am. My name is Peter Parker, everyone calls me Spider-Man." Peter introduced himself to them.


Meanwhile on the other side of the world, Strucker and Zola both watched the data they've received from their associate in America. They watched the deadly effects Devil's Breath is capable of.

"Very impressive." Zola is impressed by the results.

"Indeed Zola, this weapon will prove to be useful in our cause. Contact our associate again and tell that we're interested in buying this weapon of death." Strucker wants the weapon badly.

Zola is making contact on the big screen to their secret associate in America.

"My apologies for bothering you." Zola says to the unknown man.

"Don't apologize, I never do. So have you seen the results?"

"We have, we want to get our hands on Devil's Breath, we're willing to buy it from you." Zola says to the unknown man.

"Very well, transfer the payments to my offshore account, and I'll give you the location where you can pick it up."

"Transferring to your account now." Zola is making the transfer.

Money is being wired to an offshore account as the money transfer is completed.

"Thank you, I'll shall send you the location of where you can pick up the weapon, pleasure doing business with you."

The unknown man signed off as Zola and Strucker got the location of where to pick up Devil's Breath.

"We got the location, it's an airfield in Queens, New York." Zola says to Strucker.

"Assemble a team to go and retrieve the weapon." Strucker says to Zola.

"Very well, I know the right people for this task. It's time to call on the service of Georges Batroc for this." Zola suggested someone.


It's nighttime at the Triskelion as Steve Rogers is in the shower cleaning up after a day of coming back to the world, he's still dealing with trying to fit in but it's not easy for him.

He finished the shower as he exited wearing only sweatpants and wiping himself off with a towel. He picks up the shield he's got from Howard Stark. He thinks about everyone he knew back in the 40's, they've probably moved on with their lives while he was gone, maybe started families of their own, maybe reached old age and died.

The door knocked as someone is outside, Steve came and opened the door, he sees a blonde woman he recognized from before. Sharon is surprised to see Steve being shirtless, she couldn't help but blush by his appearance.

"Sorry to bother you, Captain Rogers." Sharon blushed at him.

Steve noticed that he's not wearing a shirt in a woman's presence.

"Sorry, I should probably." Steve went to pick up a shirt and puts it on. "There, that should do it."

"I just wanted to give this back to you, it was in your hand when we unfroze you." Sharon hands his compass back to him.

Steve took back the compass and opens it, he looks at the picture of Peggy Carter, a woman he worked together with during World War II, someone he was very close with.

"I thought I lost this, thank you." Steve smiled at the picture.

"Sure, excuse me." Sharon walks away.

"Wait!" Steve says to Sharon.

Sharon stopped. "What is it?"

"About before, in the lab, I wanted to apologize for what I did." Steve apologizes to Sharon.

"It's alright, I forgive you." Sharon smiled as she accepts his apologies.

"I never got your name?" Steve is asking for her name.

"It's Sharon... Sharon Carter." Sharon told Steve her name.

"Nice to meet you Sharon." Steve being polite to Sharon.

"Goodnight Steve Rogers." Sharon smiled as she walks away from the room.

Steve closed the door as he felt connected to Sharon for some reason. He's surprised that she's shares the same last name as the woman he once knew long time ago.

"Carter? That's quite a coincidence." Steve says to himself.


The next morning on a Saturday in Queens, Peter is in his room with Mary Jane as he tells her about yesterday.

"No way, he really does exist." Mary Jane is surprised by the news.

"Yeah, apparently he never did die, he was just frozen in ice and woke up very recently." Peter says to Mary Jane.

"Like Encino Man?" Mary Jane said a movie reference.

"Yeah, that's what I said too." Peter says to Mary Jane.

"And how is he holding up with... everything?" Mary Jane is curious.

"He's still processing everything, can't imagine being frozen in ice and waking up in a time that's not your own." Peter explained to Mary Jane.

"Speaking of processing, how are you doing yours?" Mary Jane asking Peter.

"Excuse me?" Peter is confused.

"Don't give me that, I'm talking about Gwen, it's been weeks since you and Liz broke up, you still haven't told Gwen that you love her. What's holding you back?" Mary Jane is worried for Peter.

"Nothing, I just been busy." Peter gave an excuse.

"Excuses, something is keeping you from telling her. What is it?" Mary Jane says to Peter.

"It's just... being Spider-Man means making a lot of sacrifices for the greater good, I've barely made time dating Liz and it took a toll on our relationship. I just don't want to do that to Gwen. As much as I love her, I don't want to end up disappointing her. It's better that she's lives her own life being happy, it's something that's not meant for me." Peter explained why he never confessed to Gwen.

"Wow, that's very sad, Tiger. You're just going to keep on being Spider-Man and spend less time being Peter Parker, that's some life you're planning to live by." Mary Jane is worried for Peter.

"It's who I am, MJ. If I ended up just being Peter Parker, then I won't be able to continue being Spider-Man. People are counting on me to make the right decisions, I can't let them down." Peter is focusing on being Spider-Man more than himself.

"Peter, you're kidding yourself, because you and Spider-Man are one and the same, even though you live two different lives, you will always be Peter Parker, no matter what. You deserve to have happiness, don't throw that away for anything, not even for your crusade." Mary Jane tells Peter.

Peter felt the need to just being Spider-Man and making some sacrifices, including pursuing a romantic relationship with Gwen Stacy.

His phone rang as its an unknown number.

Peter answered it. "Hello?"

"Parker, are you available?" Nick Fury asking Peter.

"Yeah, why?" Peter is curious about what Nick Fury wants.

"I need you to help our mutual friend find his place in the world, I figure that a hero such as yourself might be better suited for this task, he might listen to someone like him." Fury asking Peter for his help.

"Where is he?" Peter is wondering where to find him.


In the cemetery in Brooklyn, Steve Rogers is looking at a tombstone. Peter came by to see Steve dressed in regular clothes and just looking at a tombstone as Peter read it.

Steven Grant Rogers

Captain

July 4, 1918-February 5, 1945

"They made a funeral in your honor." Peter says to Steve.

"Can't believe that has been so long, all my friends, my fellow soldiers, they're all gone. Now I'm here in a time that is not my own, I'm a man out of time. I shouldn't be alive." Steve says to Peter.

"But you are alive, for whatever reason, fate must've brought you here for a reason. You have to figure out what that is." Peter says to Steve.

"How? I'm not familiar with this time of yours, and I'm no longer a soldier since I was presumed dead to the world. The world as I knew it has moved on, without me." Steve says to Peter.

"I get it, it's a lot for you to take in, but you were able to go and fight the biggest conflict in American history, you fought and survived it for so long, you'll find a way to keep going, and you don't have to face it alone." Peter says to Steve.

"Thank you son, you definitely have wisdom beyond your years." Steve smiled at Peter.

"That's one of the perks of being a hero, you learn a lot of tough lessons." Peter says to Steve.

(Later)

Peter and Steve walked around the neighborhood in Brooklyn where Steve use to grow up in his youth, but the neighborhood has changed since he was away.

"So this is where you grew up?" Peter is curious.

"That's right. What about you? Where are you from?" Steve asking Peter.

"Queens, Forest Hills. It's home sweet home for me." Peter says to Steve.

"How is it that a kid from Queens has powers and is going around being a hero?" Steve is puzzled by Spider-Man's origins.

"It's a long story, it all started last year at an expo, one of the spiders there bit me and gave me powers beyond imagining." Peter explained how he got his powers.

"A spider bite did this to you?" Steve is confused.

"It was no ordinary spider, it was an experimental spider that was genetically engineered and enhanced by the serum." Peter says to Steve.

"The serum? Are you talking the super soldier serum?" Steve is surprised by that word.

"The same, though the one used on the spider is a recreated version." Peter says to Steve.

"I thought that after Erskine died, the super soldier serum would be impossible to recreate, I guess I was wrong." Steve now knows the serum has been recreated.

"It played a role in creating me, and it also created a couple of individuals I've encountered." Peter referring to Hulk and Black Cat.

"I see." Steve says to Peter.

"Okay, I've told you my story. How about you tell me yours, how did you become Captain America?" Peter is curious about his story.

"I guess it's fair, you told me your story, I'll tell you mines. It all started here in Brooklyn, a very long, long time ago, before I even became Captain America..." Steve tells his story.

(Flashback)

1943

Steve was a young frail man with no strength in his body, he is getting punched by a bully who he stood up against. Steve got punched to the ground but gets back up.

"Back then I was frail man with no strength, I usually end being bullied by those who had greater strength than me." Steve narrates his story.

Steve still remains standing despite the fact that he's weak physically, but his spirit remained strong. Erskine was walking down Brooklyn as he see a young frail man still remain standing and taking the punch from the bully, he's impressed by how this man is standing.

The bully eventually tried out after punching Rogers to the ground and leaves. Rogers is still hurt by the punches the bully inflicted on him. Erskine came by to help Steve on his feet after the fight and began talking.

"That was the day I met Abraham Erskine, a brilliant German scientist who saw great potential in me, even though I was weak physically, the only true strength I've got was my spirit, my will. He asked if I wanted to be a part of something bigger, to make a difference. I accepted, to him I was to make history, but to me, it was the opportunity of a lifetime." Steve narrates his story.

(Project Rebirth)

Steve enlisted in the army and was given the rank of private for a time. The project was approved by Colonel Chester Phillips, with him is a woman who caught Steve's eyes, Peggy Carter. Abraham Erskine is the lead scientist in Project Rebirth with the assistance of Howard Stark who help built the vita ray chamber.

"I became the prime candidate for Project Rebirth, it was an attempt to create super soldiers for the allies to fight against the axis powers. My whole life would change on that day forever." Steve narrates his story.

Steve steps into the vita ray chamber as Erskine applied some doses of the serum into the bloodstream as Steve could feel the effects working slowly. Erskine steps away from the chamber as Steve is left alone inside.

Erskine permits Howard Stark to turn on the vita ray chamber, everyone who is at a safe distance witnessed history in the making. The vita ray glows a bright white light as Steve is feeling the effects of the serum inside his body accelerating at a fast rate. His arms and legs are growing muscles as the bones are hardening and growing, his body is growing muscles too.

The vita rays turned off as the light disappears, Erskine along with everyone who was part of the project witness something extraordinary. Steve Rogers was transformed from a weak frail man into a very strong muscular man who grew tall, he became the first super soldier. Steve looks at himself to see that his physical abilities has been enhanced to its highest levels beyond that of a normal human being.

"What happened that day became history... but it also became tragedy." Steve narrates his story.

Erskine smiled as he is proud that his work turned a weak man into a super soldier. Unknown to anyone, someone here in the room was a spy for HYDRA who pulled out his gun and shoot Erskine, murdering the scientist. Steve sees the man who killed Erskine as he quickly stops him, he moved much faster than anyone could and punched him down to the ground. He managed to stop the man but he noticed that this guy had an explosive device strapped to him.

Steve along with everyone inside the room evacuated as the timer is counting down, the spy yelled out 'Hail HYDRA!' Everyone quickly made it out of the lab, they looked to see an explosion that destroyed the lab along with the vita ray chamber and the research notes of the project.

"Erskine was murdered by a HYDRA agent who attempted to destroy the project, he succeeded in killing Erskine, blew up the lab, and with it the secret of the serum was lost that day. I was the only one who took Erskine's formula." Steve narrates his story.

(Days Later)

Howard Stark completed a suit that symbolizes the nation Steve represents, and also he gifted Steve an experiment vibranium shield that is indestructible to almost anything. Steve smiled as he got a chance to fight in the wars as a champion to his country, he became Captain America.

"Days later, I was given the rank of Captain and a chance to fight for my country. My friend Howard gave me a uniform and a weapon to fight the Nazis. From that day on, I became Captain America." Steve narrates his story.

(Present)

"Wow, that's definitely nothing like the way it was told in the comic books." Peter says to Steve.

"Ah yes, those comic books that the writers love to tell stories about. That never gets old. Who knows son, maybe one day you'll get to be on a comic book too." Steve smiled at Peter.

"That would be something." Peter smiled at the idea.

Peter's phone is ringing as Steve is still confused as to where the ringing is coming from.

"Hold on." Peter pulls out his phone.

Steve sees Peter holding a strange small rectangular device is his hand. Peter sees that Gwen Stacy is calling him.

"I should that this." Peter answered the phone. "Hey Gwen."

"Sorry, is this a bad time?" Gwen speaking to Peter.

"No, I'm just out with a... friend." Peter says to Gwen.

"Oh, I see. I'm sorry to bother you, it's just that we have talked much since you know... it happened." Gwen says to Peter.

"Yeah, I wanted to talk to you but your dad just recovered and it seemed like it wasn't a good time to talk about it. I'm sorry if it seems that I'm dodging you, that's not my intention." Peter says to Gwen.

"Don't worry, I understand. Neither of us are ready to talk about, so sorry I brought it up." Gwen says to Peter.

"No worries, Gwen. Thanks for calling me." Peter says to Gwen.

"Okay... see you on Monday at school." Gwen says to Peter.

"Sure, see ya." Peter hangs up.

"What is that strange device of yours?" Steve is curious about the phone.

"It's called a smartphone, it's basically a handheld version of the telephones you've used." Peter explained to Steve.

"That's a phone? I've seen such phones like these before, back in the day they're usually bigger and wired." Steve says to Peter.

"Not this phone, it can do so much more than just call, it can text, record videos, take pictures, play games, and use the internet." Peter explained the smartphone's function .

"Inter-what?" Steve is unfamiliar with the word 'internet.'

"Oh, never mind. I'll explain another time." Peter says to Steve.

"So who's Gwen?" Steve is curious who is Peter's friend.

"Gwen... she's... she's a friend." Peter is nervous another that question of Gwen Stacy.

"From your facial expression, it seemed like she's more than just a friend." Steve smiled as he could tell.

"That obvious, huh?" Peter is embarrassed.

"It is." Steve says to Peter.

"We haven't dated, and I think it's better this way. Because of who I am and the life I live by, I don't think that I have time to be in a relationship with anyone. I need to focused on being a hero for everyone." Peter explained his reason to be alone and dedicated to his mission.

"Son, can I give you some advice?" Steve wants to tell Peter something.

"Sure." Peter is listening.

"We all need someone in our lives, whether they be friends or something more, we need to find something in our lives to live for, otherwise we're not really living at all. Even though we maybe soldiers or heroes, in the end, we're still human, we all need to hold on to our humanity." Steve gave advice for Peter.

"You had... someone before?" Peter is curious.

"Yes, I met a brave, wonderful woman during the war. Her name was Peggy Carter, she was a British agent who worked for the SSR, we fought together against HYDRA and grew closer. At the near end before I went under, she and I shared our first kiss and promised that we would dance on our first date, but we never did. If I ever had another chance for Peggy, I never throw away that chance. Don't make the same mistake I did, you still have a chance to be with one you love, don't throw that away. You deserve that son." Steve gave advice for romance.

"But what if it doesn't work out because of me?" Peter is nervous.

"That's okay son, it's a chance you'll have to take." Steve smiled as he encouraged Peter.

Peter smiled as he felt better. "Good talk."


Back at HYDRA's base, Zola assembled a team of their finest men under the command of Crossbones.

"Listen up, you are to be sent to New York to retrieve a package, a biological weapon called Devil's Breath. Crossbones will be leading the team to pick up the weapon and ensure that it's in HYDRA's hand. For this mission, I have also called for the services of Batroc the Leaper." Zola explained the mission.

Batroc steps in and shows himself to the team. Georges Batroc is an elite French mercenary who goes by Batroc the Leaper, he is equipped with high tech boots that gives him a boost in his leaping, he's also an accomplished gymnast and acrobat, he's has training in martial arts such as Savate, Wushu, Muay Thai, and Taekwondo.

"Batroc? We don't need this clown, I can do this myself even if S.H.I.E.L.D. shows up, I'll still do my job done." Crossbones is confident in his abilities.

"It's not S.H.I.E.L.D. I'm worried about, the weapon is in New York, which is Spider-Man's turf." Zola explained his reasons for hiring Batroc.

"You're worried about that guy? He's nothing but a clown." Crossbones isn't taking it seriously.

"Do not underestimate someone like Spider-Man, you'd be very surprised how much someone like him can make a difference." Zola says to Crossbones.

"You sound like you're speaking from experience." Crossbones says to Zola.

"I have, I encountered someone like Spider-Man many times a long, long time ago. It's not a mistake I intend to make again." Zola referring to Captain America.

"Fine, he can tag along as long as he remembers that I'm in charge of the mission." Crossbones reminded them.

"Makes no difference to me, Bonehead." Batroc speaking in French.

"What did he say?" Crossbones doesn't understand French.

"As long I get paid, that's all that matters." Batroc switches to English.

"Excellent, now we all have an understanding. Time to get going, bring our weapon to us. Hail HYDRA!" Zola does the salute.

"Hail HYDRA!" Crossbones does the salute too.

The whole goons did the salute and yelled out 'Hail HYDRA!' several times.

Later Crossbones and Batroc leads the team to the craft as they take off from base and flies to New York.


Back in New York at the Triskelion, Sharon Carter is with the analysts still decrypting the data as they've managed to break the code and see the contents it carries.

"Finally, let's see what they're up to." Sharon Carter is looking at the screen.

Sharon and the analysts watched as they witnessed Devil's Breath and what it truly is, they're bother to see the images of what's happening.

"My god... got to tell Fury." Sharon needs to inform the director.

(Hour Later)

Peter and Steve are in the conference room with Nick Fury, Maria Hill, and Sharon Carter.

"I'm sorry to cut your tour short but we have a huge problem." Nick Fury is concerned.

"What's the problem?" Peter is curious.

"Yesterday one of our agents sent us very important information that was encrypted but we were successful in breaking it. We found out what Devil's Breath is, show them Deputy Director Hill." Nick Fury says to Maria Hill.

Maria uses a holoscreen to show a video of Devil's Breath and what it's capable of, they watched the video of someone exposed to a deadly super virus that is killing the infected person in a controlled environment.

"My god." Peter is shocked that someone has died.

"As you can see, Devil's Breath is a WMD, a biological weapon." Nick Fury says to them.

"Chemical weapons?" Peter is shocked by hearing it.

"Unfortunately yes, it attacks the immune system first, then it attacks the body, causing slow and instant death. HYDRA is attempting to get their hands on it." Nick Fury explained the situation.

"HYDRA?" Peter is unfamiliar with the name.

"It's the global terrorist organization that S.H.I.E.L.D. has been fighting since it's formation. They're only purpose is world domination and remaking the world in their image." Nick Fury explained about HYDRA.

"I know what HYDRA is, but I thought that with the Red Skull dead, HYDRA was no more." Steve is surprised that HYDRA is still active.

"No, it's has been active since the war. You may have taking out the king, but his empire hasn't fallen. They've been hiding in the shadows, growing in power. After the war, Colonel Phillips, Howard Stark, and Agent Carter reorganized the SSR and turned it into S.H.I.E.L.D., they've continued the fight against HYDRA to this day. This modern day version is led by Baron Wolfgang Von Strucker along with someone I'm sure you're familiar with, Arnim Zola." Fury explained about HYDRA.

"Zola, he's still alive?" Steve is shocked to hear the name Zola.

"Yes and no, let's just say he's not the same man you used to know. His body is dead but his consciousness isn't, it's in a new robotic body that enables him to live for so many years." Fury explained about Zola.

Phil Coulson came intruding the conference room as Peter recognized the man from his fight against Starforce months ago. Coulson told Fury about an update of current events.

"Coulson just informed me that satellites have tracked a HYDRA jet, it's heading for New York. Their trajectory is taking them to an airfield in Queens." Nick Fury informs them.

"Only one reason they're coming here." Maria Hill says to Fury.

"They're coming to retrieve Devil's Breath, if a weapon like that ends up in HYDRA's hands, who knows what they'll do with it. This weapon can be used to kill millions of lives, maybe more." Nick Fury explained the danger every lives are facing.

"Then I'm coming with you guys." Peter offers his help.

"With all due respect kid, this is a S.H.I.E.L.D. op, and you're not an agent." Maria Hill reminded Peter.

"Look, I'm not looking to join you guys, but I don't want this thing out in the open as much as you. If a lot of lives are in danger, then I can't turn away from it. I'm going and that's final." Peter wants to stop this threats.

"Director?" Maria Hill says to Fury.

"Fine, he can tag along as a consultant, he's has special powers that could prove to be an asset for us. You're in, Spider-Man." Nick Fury accepts Peter's help.

"Thank you. How about you Cap? Care to tag along?" Peter asking Steve.

"Fighting HYDRA, with pleasure. I'm in." Steve volunteers for this mission.

"Then let's get going." Nick Fury says to everyone.

"One more thing, do you think you can stop by Roosevelt Island before we head into battle?" Peter is wondering.

"Why?" Nick Fury says to Peter.

"I got something that might help out on this mission." Peter has an idea.


Later as the quinjet has already left the Triskelion and just left Roosevelt Island where Spider-Man's hideout is located. Captain America is dressed in his classic uniform armed with his signature shield. Spider-Man dons his newest invention, the Spider-Armor.

"Nice suit." Captain America complemented Spider-Man's new suit.

"Thanks, since you're bring protection against HYDRA, it's best to bring some of my own. By the way, I see you're still wearing your classic suit." Spider-Man says to Captain America.

"I don't know, aren't the Stars and Stripes old fashioned?" Captain America says to Spider-Man.

"Everything that's happening, things about to come to light, people just need a little old fashion. To be honest, I think that the world still needs Captain America more than ever." Spider-Man says to Captain America.

"I'm used to fighting wars and freeing country from occupation, but this is unlike anything I've face before, I'm just a soldier, son, that's all I am." Captain America says to Spider-Man.

"That's not true, you're more than just a soldier. You are a hero, it's who you are, it's who you always have been. Embrace the hero you are, Captain America." Spider-Man says to Captain America.

Captain America was recognized as a hero during the war when he help free country occupied by the Nazis, he saved a lot of lives during that same period. He'll need to embrace that side of himself, the hero.


It's nighttime in Queens, at the private airfields, Cap and Spidey along with S.H.I.E.L.D. are hiding at a safe distance watching the place surrounded by HYDRA. Sharon Carter is leading the agents with the heroes backing them up. She watches through the binoculars as she counts a number of HYDRA operatives at the scene.

"Can't believe I'm back here again, it's been awhile." Spider-Man says to everyone.

"You've been here before?" Captain America says to Spider-Man.

"Yeah, last year a crime syndicate used this place for smuggling conflict diamonds, now I guess it has another purpose." Spider-Man says to Captain America.

Sharon Carter looked through the binoculars as she spotted Crossbones along with Batroc the Leaper.

"It's Crossbones, and he's with Batroc, they must really want the weapon so bad that HYDRA had to send those two." Sharon tells the team.

"Probably they were worried about encountering me since this is New York, but luckily they didn't count on me teaming up with a legend." Spider-Man referring to Captain America.

Sharon kept watching until she witnessed some operatives carrying something out of the hangar.

"I see something, they're taking something inside a crate of some kind." Sharon informs them.

Crossbones presses the buttons as he opens the containment unit, it opened as Crossbones picks up a canister of something red inside it, tagged GR-27.

"He's holding a canister, it must be Devil's Breath. They got their hands of it. We have to move now, but be careful, the canister must be intact. If Devil's Breath is exposed to open air, it'll be airborne and it'll spread with the speeding winds, millions of lives will be killed. Whatever we do, tread carefully, understood?" Sharon tells the team.

All the agents understood as did Spidey and Cap, they started to move in.

Crossbones is holding the canister as he and the team are heading back to the aircraft but they're departure is now delayed since S.H.I.E.L.D. arrived and lockdown the scene.

"This is S.H.I.E.L.D.! We have you surrounded! Stand down!" Sharon tells HYDRA to stand down.

"Not a chance! Kill them all!" Crossbones orders his men.

HYDRA started to fire off their weapons and S.H.I.E.L.D. responded by firing back, they're now at a stalemate.

"Let's go, while they hold them off, we'll be leaving." Crossbones says to Batroc.

Crossbones and Batroc are using the distraction to escape with Devil's Breath in their possession. Spider-Man and Captain America noticed that they're escaping with the virus.

"They're getting away!" Spider-Man tells everyone.

"Let's go after them!" Captain America suggested to Spider-Man.

Both Spider-Man and Captain America charge through the crowd as HYDRA started to shoot at them. Captain America steps in and uses the shield to protect himself and Spider-Man from the bullets.

"I'll block, you shoot!" Captain America blocking with the shield.

Spider-Man's armor also took some hits from a few bullets but his armor remained durable, he uses the webshooters to fire back at HYDRA by jamming their barrels and disabling their weapons. After the weapons were disarmed, both heroes fought off HYDRA in hand to hand combat. Sharon and the agents watched as both heroes are getting the upper hand and easily taking down HYDRA. Captain America tossed the shield and it bounced off several of them, Spider-Man webbed up couple of them and pulled them in for him to do the push kick on one and a spinning hook kick on the other. The heroes were successful in taking the down the operatives.

"Let's get going!" Captain America says to Spider-Man.

"Right!" Spider-Man nodded to Captain America.

Captain America and Spider-Man left the scene as the agent went to arrest the operatives who are down.

Crossbones and Batroc are running to another hangar where the aircraft is housed.

"Keep going, we're almost there!" Crossbones kept running.

"Not so fast!" Captain America says to them.

Crossbones and Batroc stopped and turned around to see Spider-Man and Captain America here.

"I'm impressed that you two were able to take down our finest men so quickly." Crossbones says to the heroes.

"Give it up! We're not letting you leave here with Devil's Breath." Spider-Man says to the villains.

"You mean this?" Crossbones holds the canister of Devil's Breath. "I'd be careful I were you, kid. Don't want this to slip off my fingers, because if it does break, then we're all dead."

Spider-Man and Captain America are being cautious about how to handle the situation without breaking the canister.

"Here, take this to the jet and get out of here." Crossbones hands the canister to Batroc.

Batroc took the canister. "When are you going to meet up?"

"I'm not!" Crossbones arms his gauntlets.

Crossbones stayed behind as Batroc is proceeding to the hangar with the canister.

"Go! I'll deal with him! Stop him from leaving!" Captain America will face Crossbones.

"Okay, I'm going! Wish me luck!" Spider-Man jumps and swings over Crossbones.

"Good luck son." Captain America says to Spider-Man.

Spider-Man left to chase Batroc as Captain America is facing off against Crossbones.

"So you're the famous Captain America Zola told us so much about." Crossbones says to Captain America.

"Did he tell you anything else about me?" Captain America says to Crossbones.

"He says that you're a self righteous prick." Crossbones insulted Captain America.

"Sounds like something Zola would say." Captain America says to Crossbones.

Crossbones has his gauntlets ready as Captain America is armed with his shield. The two came charging at one another and fought.

Meanwhile Batroc has almost reached the hangar with the bio weapon in his possession, but his escape got cut off as Spider-Man landed in front, blocking his escape.

"Monsieur Spider-Man, you're in my way!" Batroc speaks with a French accent.

"Sorry Mr. French, I can let you leave with that." Spider-Man says to Batroc.

"Then I'll have to go through you." Batroc jumps off with his hi tech boots.

Spider-Man is surprised by the how far he jump and is coming down upon him but Spidey flips back and dodge the slam.

"You certainly do live up to your reputation. But so have I!" Batroc attacks again.

Batroc jumped in closer to Spider-Man and strikes with a side kick, he kicked Spider-Man off the ground. Spider-Man got himself back up as he's trying to avoid attacking Batroc with the canister in his possession.

"Can't strike this guy while he's got Devil's Breath with him, I'm basically fighting with one arm tied around my back." Spider-Man says in his thoughts.

Batroc attacks again as Spider-Man is trying to keep his distance and stalling Batroc from leaving.

Captain America is blocking the incoming punches from Crossbones' gauntlets as they pack quite the punch, his shield is taking the impact. Captain America strike back by using the shield in his arm as a melee weapon, striking with the edge of the shield. Crossbones got punched back hard by the impact of the shield.

Spider-Man is keeping his distance and avoided all the strikes Batroc is throwing at him. Batroc strikes with a spinning hook kick but Spider-Man managed to catch the foot and stopped Batroc.

"I'll take that!" Spider-Man grabbed the canister from Batroc's belt.

Spider-Man still grips Batroc's foot and spins him around and tossed him towards a hangar wall. Spider-Man is getting the upper hand as he's got the canister in his hand and he won't have to hold back. Batroc got him back up and sees Spider-Man holding the canister.

"I'll need that back." Batroc says to Spider-Man.

"You want it, come and get it!" Spider-Man placed the canister on the crater and webs it stuck to it.

"I thought you were more than just your webs." Batroc says to Spider-Man.

Spider-Man decided not to use the webshooters and uses his fists against Batroc, making the Leaper smile.

"Let's find out." Spider-Man takes on the challenge.

Batroc strikes back by executing some kicks but Spider-Man blocks every one of them and strikes back with his fists, hitting Batroc so close. Batroc is getting best by the hero, Batroc tries to strike back by Spider-Man counters with a oblique kick to the striking leg, effectively hurting Batroc and strikes with a push kick, Spider-Man strikes again with an aerial kick, Batroc is getting defeat.

"What do you know? Looks like I am more than just my webs, Happy Feet." Spider-Man says with humor.

Spider-Man has defeated Batroc as he stands next to the canister, Batroc realizes that he's no match for Spider-Man even with his leaping and combat skills, he's out of his league.

"I failed the contract, till next time. Au revoir Spider-Man!" Batroc tossed a flashbang.

Spider-Man got blinded temporarily as the flash is gone, Batroc took the opportunity to escape capture without the canister.

"He got away, at least the bio weapon is secure. Wonder how Cap is doing?" Spider-Man says to himself.

Meanwhile Captain America is still fighting off Crossbones as the villain unleashed a massive punch, forcing the shield off Cap's arm. Captain America lost his shield as Crossbones is the only one with weapons.

"Just out of curiosity. What's Captain America without his shield?" Crossbones says to Captain America.

Crossbones charged in with a super punch but Cap dodged and strikes with an uppercut to Crossbones' face. Crossbones recovered as even without the shield, Captain America is still an great fighter. Captain America runs and strikes with a flying knee to Crossbones, the villain got hit hard as he fell to the ground. Crossbones tries to get up but Captain America finishes off with single hard punch to the face, knocking him back down again.

"I'm still Captain America." Captain America says to a defeated Crossbones.

Captain America walked up to the shield and steps to make the shield flip back onto his arm.

"It's over Crossbones, you've lost." Captain America says to Crossbones.

Crossbones look up to see a HYDRA jet coming in fast.

"For now!" Crossbones says his final words.

Crossbones fired a grappling hook up in the air as it cling to the jet and gets pulled away. Captain America watched as Crossbones has escaped from capture. Spider-Man came with the canister as did Sharon and the agents.

"He got away." Captain America says to the team.

"It doesn't matter, the important thing is that they didn't get away with the weapon." Spider-Man holds the canister.

Everyone is amazed that Spider-Man was able to do his job without any difficulties, with the Devil's Breath secured and out of HYDRA's hands, he might've saved millions of lives.

"No bad son, you did great." Captain America complemented Spider-Man's actions.

"Thanks, couldn't done it without your help Cap." Spider-Man says to Captain America.

Everyone succeeded their mission, they stopped HYDRA from obtaining a very dangerous bio weapon and potentially prevent a threat to millions of lives. They called this a big win.


At the same time at Oscorp Tower, Strucker is communicating with the unknown individual who is really Norman Osborn.

"This is very disappointing, we've paid so much money for the weapon you've promised us and we ended up empty handed." Strucker isn't too happy.

"If you expect an apology from me Strucker, then forget it, I never apologize. All I did was give you the location of the bio weapon for you and your associates to pick up. If Spider-Man intervened in this, then I can't really be held accountable for what happens to the weapon. If you want to continue doing business with me, then I'll gladly sell you more weapons. But until then, it's best that we lay low and settle down until the heat dies down." Norman says to Strucker.

"Till next time." Strucker ended the transmission.

Norman is with his right hand man Donald Menken who is well aware of Osborn's shady business.

"Guessing that you'll have to cease selling weapons for the time being." Donald Menken says to his employer.

"I have no choice, there's too much heat right now. Last time I came too close to getting caught, I had to use Adrian Toomes as a scapegoat to cover my tracks. I can't afford to get caught again this time." Norman says to his employee.

Norman is responsible for creating a bio weapon that he sold to HYDRA for money, he has a double life in doing business with certain terrorist organizations like HYDRA. Norman Osborn is an immoral man who creates weapons of death for money.


Sometime later at the Triskelion, everyone returned after a night of completing the mission. Spider-Man carefully handed the canister to S.H.I.E.L.D. scientists to be locked away safely and out of the wrong hands.

"Well done Captain America, Spider-Man, you both done a great service for your country and the world." Nick Fury thanked the heroes.

"Thank you sir." Captain America says to Fury.

"Just doing my job." Spider-Man says to Fury.

"You know, you both have special skills that could be a great asset to S.H.I.E.L.D., you both can make a big difference all around the world. What do you say?" Nick Fury offers them a place in S.H.I.E.L.D.

"I appreciate the offer, but I think I'll stick to being the Friendly Neighborhood Spider-Man. Someone needs to look after the neighborhood." Spider-Man rejects the offer.

"Fair enough, but we still might need your help from time to time as consultant for S.H.I.E.L.D. when the occasion calls for it." Nick Fury says to Spider-Man.

"Fine, only when the occasion calls for it." Spider-Man accepts being a S.H.I.E.L.D. consultant.

"What about you Captain?" Nick Fury asking Captain America.

"I thought when the war ended, so would HYDRA. But they're still out there and still a threat to the free world. I accept your offer Director Fury." Captain America accepted Nick Fury's offer.

"Welcome to S.H.I.E.L.D., Captain America." Nick Fury extends his hand.

Captain America shook it and accepted a place in S.H.I.E.L.D..

(Sometime Later)

Both Spider-Man and Captain America steps outside as they're about to part ways.

"I guess this is it. It's been great teaming up with a legend like yourself. The world needs Captain America, it needs you." Spider-Man says to Captain America.

"To be honest, I believe that the world needs you more than it needs me. I think that you're the new hope that everyone needs. I believe that you were meant to lead this generation as I once led mine. You've shown heart out there fighting for the lives you've saved, perhaps in time you would become the greatest hero than I ever could be." Captain America believes in Spider-Man.

"Thank you Cap, it means so much coming from you." Spider-Man says to Captain America.

Spider-Man did the salute to say his goodbyes, Captain America smiled as he did the salute too. They both said their goodbyes as they part ways, hoping that their paths will cross again someday.


The next day on a Sunday, Peter is busy writing an essay on Captain America as he's got so much to write about him after meeting him in person.

"And... done. Best essay I ever wrote." Peter smiled as he's finished.

Peter puts it away in the backpack until he sees a photo of himself back when he still wore glasses, he was standing with Gwen Stacy. Peter remembered the advice that he got from Steve about living his life and being with the person you love.


Sometime later, Peter knocked on the door outside the Stacy Residence. The door opened as Gwen Stacy sees Peter outside.

"Hey Gwen, it's been awhile." Peter says to Gwen.

"Peter, what are you doing here?" Gwen is wondering about his presence.

"I... we never got a chance to talk lately since your dad got better. I wanted to know how you've been doing." Peter is still nervous to confess his feelings.

"Oh... I'm doing fine now. Dad is doing better and he'll be back to work in no time, things are looking great." Gwen says to Peter.

"That's great, I'm happy for you." Peter says to Gwen.

"Is that why you came?" Gwen says to Peter.

"Yes... actually no, that's not why. We need to talk, about us." Peter finally worked up the courage.

"Peter, you don't have to, it can wait." Gwen says to Peter.

"No, it can't and I'm tired of waiting. You need to hear the truth." Peter wants to say more.

"Peter..." Gwen got cut off.

"I broke up with Liz because... you're the one I really want to be with. Gwen... I love you." Peter confessed his love for Gwen.

"But Peter, you and I are only friends. How can you say that?" Gwen is still having doubts.

"Because it's the truth, I'm not afraid anymore. Because when whether with some other girl or I'm still single, there's only one girl I've always thought about, you. You're the woman I love, I love you." Peter say his feelings for Gwen.

Peter place his hand on her left face and felt her skin.

"What are you doing?" Gwen is nervous.

"What I should've done a long time ago." Peter says with a soft voice.

Gwen's heart is beating as she wrapped her arms around his neck, Peter placed his other hand on her right face. Peter and Gwen closed their eyes and leaned in, they kissed each other very slowly. Peter remembered the taste of her lips, it's like before, taste like strawberries and peaches. Peter and Gwen stopped kissing as they looked at each other's eyes, they smiled.

"I love you too Peter." Gwen smiled as she confessed her love for Peter.

Peter and Gwen both hugged and smiled together as their romantic relationship has finally blossomed, they're now a couple for the first time in their lives together.


At the Triskelion, Nick Fury is adding Captain America's info to his list of heroes he's had so far, there are six total, Spider-Man, Iron Man, Hulk, Captain Marvel, Thor, and now Captain America.

Coulson came into the office to see the director working.

"The bio weapon is safely locked away, hopefully our scientists will learn how to counter its properties if it ever poses a threat." Coulson inform Fury.

"Good." Nick Fury continues to work until Coulson still remained in the room. "Anything else on your mind?"

"Sir, do you believe that Peter Parker might know something concerning his parents? About their connection to S.H.I.E.L.D.?" Coulson is worried about Peter finding out the truth.

"It's very unlikely, if he did, then he would've stayed and asked." Nick Fury assured Coulson.

"Do you think that he deserves to know the truth about what really happened nine years ago? Why they really died?" Coulson says to Fury.

"Perhaps he'll know the truth when the time is right. But until then, somethings are best left unsaid." Nick Fury decided to keep the secret for the time being.

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