"'Friendly Neighborhood Spider-Man', huh?" Tony grinned after hearing Peter recount what happened with Punisher. A spread of fast food was on the table before them, "Nice little moniker there, might wanna consider trademarking it."

"Thanks, it's... something I came up with last summer," Peter replied, picking up a cheeseburger.

"Still, it makes me wonder about the kind of hero you'll be," Tony pondered. "At first, you were dead set on becoming the next Number One. But after everything last week, you seem more in your element as a street level hero... Thoughts?"

"Honestly, I've been thinking about that..." Peter said, taking a bite. "Yeah, I wanna keep learning from you. I mean, who wouldn't want to be the Number One Hero? I'm definitely still on that path, and I'd love to make it to the top!"

Tony looked at him carefully, "I'm sensing a 'but' here..."

"But..." The boy began hesitantly. He thought back to what Stick had told him, "I can't forget about where I came from, what got me started in the first place: looking after the little guy. Taking on the Tracksuits, protecting the neighborhood, it felt good. It felt... right."

He puts down his burger, "Anyway, I don't get why everyone has to classify within a hero type, you know? I just wanna be a hero and do whatever I can to help wherever and however I can. Combat, rescue, underground work, I'll do it all if it helps someone."

"Heh, we should call you the 'Jack of all Trades Hero'," Tony quipped. "Granted, your Quirk and abilities are well suited for many areas, but it's a big weight to put on your shoulders. Right now you're young and strong, and still just figuring out your powers. But that won't last forever, believe me."

He tapped on his Arc Reactor, illuminated somewhat under his black t-shirt.

"That's the real reason I asked you in here today. I wanna put all my cards on the table, full disclosure," the hero gestured to his general weakened form. "You wanted to know how I got this way, right? Well, consider your wish granted..."

Tony took another swig of his milkshake before exhaling slightly. Setting down the cup, he began his tale, "It was a little over 5 years ago, back when the old crew was still together."

"The 'old crew'? Wait..." Peter's eyes widened, "Are you talking about-"

"The Avengers," Tony nodded, picking up a framed picture from his desk. It was akin to a sports team photo, with everyone in costume.

"I used to read about all about your adventures! You were the Earth's Mightiest Heroes!!!" Peter exclaimed.

"Which also made for a decent tagline," Tony shrugged. "But really, we were just a bunch of people trying to make the world safe. At first, there were only five of us; Bruce, Hank, Janet, Thor, and myself. Then later on, we were joined by T'Challa, Clint, Natasha and Steve. That's when we reached our full potential. We had some good times back then. God, I miss it..."

Peter let the man enjoy his memories for a moment before prodding him, "So... what happened?"

"We had it on good authority that an attack on D.C. was imminent," the hero began. "A few of the big guns we'd dealt with over the years decided to follow our example and started working together. I called them the 'Masters of Evil'. Bit of a joke, but the threat they represented was the real deal, and wore that name proudly."

"Jeez," The boy leaned forward, intrigued by the development. "Who were they?"

"It was Baron Zemo, Radioactive Man, Enchantress, the Executioner, Moonstone, and Crimson Dynamo," Tony replied. "We always suspected there were more of them, but they didn't exactly make themselves known. Anyways, their most recent endeavor needed scientific backing and strength of numbers. And there were two people with the means and motive to provide both: Norman Osborn and Aldridge Killian."

"'The Goblin' and 'Extremis'," Peter nodded, recalling their names, as well as the monikers given by the media at the time. "Osborn could transform into a big, green monster that threw fireballs. And Killian..."

"His Quirk gave him enhanced durability and high speed regeneration," Tony explained. "They were both brilliant men, but with egos the size of Texas. These guys were the ones contracted to make foot soldiers for the Masters."

"How?" Asked the boy, genuinely curious.

"Illegal Quirk Manipulation," replied Tony. "By combining the raw power of the Goblin with the regenerative properties of Killian, they wanted to create a serum that would temporarily give powers to whoever received an injection. Naturally they'd have to be Quirkless, so it wouldn't overload the body."

"Makes sense," Peter said thoughtfully. His scientific mind began to spin, "In essence, it sounds like a new take on the 'super serum' created by Doctor Erskine in the '40's. The same one that took a Quirkless Steve Roger and enhanced his physique to near perfection."

"Got it in one," the hero pointed in validation. "But compared to the good Doctor, those two were pretty sloppy scientists. The early testing was extremely volatile. There was no consistency and the poor bastards injected with the stuff would react to it differently. Most of them died in the process before it was finally made into something consistent and non-lethal."

"This is insane! How the hell did nobody hear about this?" Asked an incredulous Peter.

"Again, this kind of genetic tampering is highly illegal," replied Tony. "Test subjects were selected based on their background. Either they were sick, dying, or so hard up for cash, that they'd sign a ridiculous confidentiality agreement."

The man grabbed a couple fries and started to munch on them, "Like I was saying, eventually they developed the serum into what we now know as the Extremis Virus. But by then, we had all the proof we needed. The widow of one of the test subjects came forward and told us what she knew. And after a bit of evidence gathering thanks to Nat, Hank and Jan, the Avengers Assembled for a night raid on Oscorp."

"Unfortunately, they were ready for us," he sighed. "The Masters trapped us in an ambush with about 50 of their Extremis enhanced soldiers and sic'd them on us. It was during that little scrap when Killian started juicing on his own serum and went nuts. I wound up going toe to toe with the guy, and he managed to jam a vial's worth of the stuff into my Arc Reactor. Needless to say, they mixed badly. And now, here we are..."

"Wow..." Peter absorbed all the information, leaning back in his chair. "So that's what happened to you..."

"Yeah... I was on bed rest for a good while after that night, Tony said solemnly. "It wasn't long before I came to the conclusion that laying around would get me nowhere, so I dove into research. But there was nothing that could be done..."

"Did you try... I dunno, reverse engineering the virus to make a cure?" The boy asked, his brain once again spinning.

"Not so easily done," Tony replied. "The building, computers, and every last trace of the serum was destroyed that night, save a few notes on paper. I think Osborn didn't want to get caught and tried to literally burn the evidence. But in his rush, he hit a gas main and blew himself up. All that was left of the guy was a burned up corpse in a lab coat."

"Right..." Peter thought a moment, "What about Killian? What happened to him?"

"Obviously I still kicked his ass," Tony grinned cheekily. "But he refused to share any of his secrets, just to spite me." The man rolled his eyes at the memory, "Silver lining, the Avengers won the fight, and following a bit of legwork, we found the rest of the Masters."

Tony finished up his milkshake as he concluded his story, "After that, there was no real need for the Avengers anymore. We'd put away all the big baddies at the time, Hydra was dismantled, the Masters were beaten, and there were plenty of fledgling heroes more than capable of picking up where we left off. So, we threw ourselves a party and then went our separate ways."

He leaned back in his chair, "Some of us went back to working solo, some of us retired, and some of us traveled back in time to live out their life in peace. Me, I went on a-heroing, but I began to look into refining the energy from my Arc Reactor into something that, if it wouldn't cure me, I could theoretically pass on to someone else. Honestly, I even used some of the research I salvaged at Osborn's Lab as a starting point."

"Hell of a story..." said the boy, taking it all in. "Wait, did you say time travel!? How the heck did that happen!? Who went back??"

Tony scratched the back of his neck sheepishly, "That's... another long story, and don't tell anyone about that bit, very top secret."

"U-um, ok..." Now Peter had even more to process. "So, what made you want to tell me all this?"

"Because of the attacks by the League of Villains," Tony explained. "The way they're functioning, it's similar to the Masters. They're not as well organized, but their numbers are growing, and they have serious financial backing if they're coming up with more of those Sentinel things. It honestly wouldn't surprise me if a few of the old guard were the real brains behind the League."

He stood up, "I think maybe there's a connection, it can't be a coincidence that there's another Goblin running around either. Sooner or later, I'm gonna have to stop being Iron Man. And that means stopping these guys will likely fall to your generation. If you're seriously aiming to be the Number One Hero, you'll have to be ready to lead the charge when the time comes."

Peter nodded. He was admittedly a little hesitant, but still determined to follow in his mentor's footsteps, "I will be. You can count on it."

Tony put a hand on the boy's shoulder, "That's all I can ask for..."


It was the end of class later the next day, and everyone had gathered in the homeroom for a final set of announcements from their teacher. "Alright everyone, settle down," said Mr. Murdock, tapping his cane against the desk. "First off, let me congratulate you all on completing your first internship. We've received positive feedback from the heroes most of you worked with, all in all, well done."

Several of the students smiled at each other, giving gestures of affirmation and support over their successes.

"As you all well know, the holiday break is coming up in a little over 2 weeks," Murdock continued. "Before that, you'll take your Midterm Exams. So hopefully you brushed up on your classwork during your time at the internships..."

A large groan came from Sam as his head met his desk, an audible gulp emanated from Pietro, and a surprised squawk came from Kamala.

"In any case," the teacher went on. "This next week your classes will be undergoing study periods, completing any makeup homework or assignments and wrapping up any topics that we didn't get to cover. Business will go on as usual in your Hero Course period, in which case there will be normal lessons that myself, Iron Man, and other teachers will direct."

Azari rose up from his desk, "I have a question, sir."

The blind Murdock nodded towards his student, "Go ahead, Azari."

"If you would not mind specifying, what is our schedule?" Asked the African student. "In our syllabus, it only mentioned 'Exam Week' and did not go into further detail."

"That's what this Homeroom will be on," Matthew explained. "As you finish up this Quarter's curriculum and study up, next week's Finals will proceed as such." He tapped his desk, and behind him the board displayed a holographic screen depicting a calendar.

"Monday through Wednesday will be the written portion of the Midterms, covering general education you learned in the classroom. On Thursday, however..." The screen displayed the words 'Practical Exam'. "That will be your Hero Course Exam, during which we'll test on everything you've done since coming here to M.A. What this involves will be revealed the day of."

Azari nodded in gratitude, made his crossed arm gesture and sat back down. "I have every confidence that you'll all do your best during the Exams," Mr. Murdock said. This bit of positive reassurance seemed to go over well with his students and the tension began to ease a bit. "So for now, study and train hard. After the break, things will be much more intense."

"How do you mean?" Asked Pietro, his hand raised.

"It stands to reason after a long break, your skills will start to get rusty," the teacher said. "Once you're back, we'll be jumping head first into the fire. So to get you on track, we'll be having a week long training camp in the city. You will all be shadowing a single Pro Agency and learning from them on the job."

"But sir," Azari stood again. "Is that not what we recently did during our Internships?"

"To an extent, yes," Mr. Murdock replied. "But what you got was more of a preliminary introduction to the world of Heroes. Most of you had mentors who specialized in combat and are proactive in fighting crime."

The teacher adjusted his red tinted glasses, "This particular agency is on the other end of that spectrum, but is every bit as vital. During the camp, the Pros will show you new and creative methods to utilize your Quirks in ways several of you likely hadn't considered yet. I believe it will be a very unique experience and should help you all to become better heroes in the long term."

The class began to get excited again over the prospect.

"However..." Murdock warned, "Those of you who fail on your Midterms, will have to take supplemental classes during the camp."

"Well damn, that's stupid," Flash muttered. While the boy was more than confident in his power, he still only scored slightly above average academically.

Peter, being one of the more studious ones of the class, wasn't all that worried. In fact, his mind was still racing over the revelations given to him a little over a day ago.

Jeez, everything Mr. Stark said was absolutely mind blowing! The boy thought, It definitely puts some new light on the whole League of Villains, but it raises a hell of a lot of questions... If they're connected to the Masters of Evil, then what's their endgame? Is Hobgoblin related to the original Goblin? He seems too irrational to be coordinating an organization that big. So who's really running the show?


In a dilapidated factory on the outskirts of Brooklyn, a middle aged man with curly brown hair floated in stasis. He had a mask over his face allowing him to breathe, and was submerged in a green liquid. Outside the tank, a somewhat portly man in goggles and a white lab coat monitored a series of vital readings and adjusted a few knobs. A television nearby played another story on Frank Castle.

"So they're calling him the 'Hero Killer' now..." The man comments after briefly glancing at the screen. "Didn't think he'd allow himself be taken alive, but he did serve a purpose. I'd say facilitating his means of escape was a worthwhile investment."

"How do you mean?" Asked a figure, watching from the shadows. He had long disheveled hair, tattoos on his arms, spoke with a Russian accent and had a toothpick in his mouth. Another, more well-dressed stood next to him. It was the well dressed right hand of Harry Osborn, Azazel.

"There are many who empathize Castle's situation, sharing in his belief over the ineffectiveness of so-called 'heroes'," the man explained as he worked. "The seeds of distrust were planted long ago, and now they will begin to sprout. They will seek out the League of Villains as a place to satisfy their growing urges. This in turn grows our numbers, all that's left is for someone to unite them under a common goal..."

"Und you believe Harry Osborn is the one to do it?" Asked a curious Azazel.

The white coated man chuckled, "Good Heavens, no! At least, not as he is right now... While he has the will to see things through, he lacks the mental maturity to see beyond the short term. And that's where I come in."

"Always thinking, aren't you?" The long haired man smirked.

"That is why I'm referred to as the 'Master Planner', isn't it, Mr. Vanko?" The Planner pressed a few buttons as bubbles began to rise within the tank. He walked over to a table, removed his lab coat, and began to adjust a handheld device.

"Then why do you allow someone as unstable as Osborn to act as your puppet?" Asked Vanko.

"Because it amuses me to do so," the Planner replied curtly. "I have his father to thank for my current predicament after all..."

The Planner continued working as something snakelike began to unwrap from around his torso. The sound of whirring and clicking filled the air as 4 robotic tentacles came to life and began to rise into the air. They were connected to the man's back and started to operate functions on the tank.

"That explosion damaged my vision and left these permanently fused to my back," he thumbed back to the tentacles. "All because he forced me to help with his little science project. Were it up to me, I'd have allowed Osborn to die 5 years ago!" The bitterness in his voice was more than evident.

"But... I'm well aware of his importance to the Masters of Evil," the Planner went on. "So keeping him alive is a fulfillment of my obligations to you gentlemen. But turning his spawn into my little side project, letting him run rampant and perhaps get himself killed? That's my own personal revenge."

Vanko nodded, the man knew a bit about revenge himself after all. "Be it on your head then," he said, and turned to Azazel. "I've seen enough, we can go."

Azazel bowed, and prepared to teleport, a dark mist forming around him and his companion. The Russian man placed a hand on Azazel's shoulder as he regarded the Planner one last time before they disappeared, "Das vitanya, Doctor Octavius."

.

.

.


Barber's Chair

• So, in this chapter, we learn a few things regarding Tony's past. Obviously, the Avengers were going to be present somewhere in this Universe, so I had them as the former team Tony was part of before he went solo again. The team lineup is essentially the one from the Earth's Mightiest Heroes cartoon, a favorite of mine, and easily the best Marvel cartoon next to Spectacular Spider-Man, in my humble opinion.

• Similarly to Tony's backstory, we also get some hints toward future threats the heroes will have to face. A regrouping of the Masters of Evil without the Avengers around to get in their way is surely a tough prospect.

• Yup, I'm sure most of you guessed it already; the Master Planner is indeed Doc Ock. His mannerisms and eloquence I drew from both classic comics and the version from Spectacular Spider-Man. He's soft spoken, and relatively unassuming at first. But when he makes a threat, he'll certainly back it up. The phrase 'Speak softly, but carry a big stick' definitely describes this version of Octavius.