- At an undisclosed location across town. -

The group of villains that made up the Sinister Six watched the climax to Iron Man's battle on a big screen tv. They had a decent setup in a warehouse that included electricity, sleeping quarters, a bathroom, and even a work station to adjust their various tech. This was one of the Master Planner's safe houses.

"Was nice of Spot to get us out before heroes showed up," Rhino grunted, taking a beer out of the fridge. "Maybe we could take them, but seeing what happened afterwards, probably best we not get involved in a fight that big."

"Quite so," Vulture concurred. "Formidable as we are, we still pale in comparison to the Mandarin's overwhelming power."

"For all the good it did him," Chameleon nodded to the screen, where the sky was still illuminated by the release of the villain's power. "Turns out even he couldn't beat Iron Man."

"Still, he did enough," Kraven put in, acknowledging the ticker underneath the recent clip; 'Stark Industries Announces Iron Man's Retirement'.

"Can't say I blame him," Sandman nodded in agreement "When the top hero looks like a walking skeleton, it doesn't inspire much confidence. How'd he even stay active for so long in that condition?"

"Who cares?" Shocker rubbed his palms together excitedly. "With the Number One out of the way, this town's ripe for the picking!"

"It would seem we are in agreement on that front," called a voice, catching everyone off guard. They turned as one toward a skylight within the warehouse, where a man was using four metal tendrils to lower himself down to the floor.

Shocker aimed a gauntlet and Chameleon pulled his pistols out, but the stranger raised a single hand in a 'wait' position. "Gentlemen, I'm pleased you were able to escape undetected," he went on. "I see you've all settled in, I do hope the amenities are to your liking."

"You... I know your voice," Chameleon's eyes narrowed in recognition and he slowly lowered his guns. "I must say, you aren't quite what I expected, 'Master Planner'."

Rhino gave a chuckle, "Da, I can see why you hid behind screen. Metal arms is a bit much, bro."

"You're in no place to talk, 'Rhino'," put in Kraven, gesturing to the full body suit emphasizing the man's Quirk before addressing Octavius directly. "What happened to the Hobgoblin?"

"Alas, it would seem he dropped the ball, or rather his grenade, in an attempt to prevent his prisoner's escape," the former scientist replied. "I managed to recover the lad before S.H.I.E.L.D could swoop in, but his injuries will keep him out of action for a time..."

"Shoulda known following him would be a waste 'a time," scoffed the Sandman. "'League of Villains', what a joke that was..."

"Rest of 'em probably scattered like rats on a sinkin' ship," put in a glib Shocker.

"Makes no difference," Rhino grunted. "League is dead after tonight. Should count ourselves lucky we were not among rats and collect our pay." He looked up at the portly man in sunglasses, "We are getting paid, yes?"

"He wouldn't be foolish enough to come down here and tell us we're not," Vulture said, casting a dark look at Octavius. "If he did, that would be most unwise."

The man with the metal arms was unfazed by the thinly veiled threat. "You needn't worry, Mr. Toomes," he assured. "I gave you my word and I always keep it, do I not?"

The older man grumbled under his breath and looked away. While he had many grievances with Hobgoblin, the Master Planner always ensured their operations ran smoothly and that everyone had what they needed.

"That being said, I would like to make you an offer," Octavius continued. "While Hobgoblin's made several blunders in recent days, his decision to bring you six together was a sound one. Individually, you're skilled in your respective fields. But together, you had several top Pros against the proverbial ropes. I believe there's much to be gained if we continued our working relationship."

Chameleon and Kraven briefly looked at each other, before the former acknowledged the speaker, "By doing what, exactly?"

"Just performing the odd job for me," the Planner said. "Unlike Hobgoblin, I prefer to not be so brazen with my actions and operate under the radar. I need men who are willing to step into the light for me and do what needs to be done."

Some, like Rhino and Shocker were intrigued, eager to work for a boss who knew what he was doing. Others, like Sandman and Vulture were less convinced, as were the two Russian brothers.

Octavius decided to play his trump card, "Hobgoblin was right about one more thing; the Spider-Man. That aspiring little hero is a problem that must be dealt with swiftly. I believe his efforts the night of the raid proved as much?"

Various members of the group reacted in anger and frustration, some tightening their fists. They could recall the quipping, masked teenager who'd made sport of their attempts to control the situation and escaped their clutches.

"Granted, there were extenuating circumstances," the villain leader placated. "But I believe if you were to come to blows again, without outside interference, you would be more than sufficient to defeat him."

The group was on the hook, Octavius just had to reel them in slowly. "I won't ask much of you, at least not yet," he went on. "But in return for your assistance in my endeavors, you will all continue to be well compensated. In the meantime, feel free to continue using my safe house until the proverbial dust settles. Are we in agreement?"

Rhino and Shocker flashed eager grins, Sandman raised a beer bottle in salute, while Vulture gave a firm nod.

Chameleon looked at his brother, "What do you think?"

Kraven glanced at the others, "We'll play along. For now..."

"Wonderful," the Master Planner clasped his hands together. As if on cue, a portal opened behind him, catching the others off guard. "Now with that settled, I must return to my laboratory. There's much to plan out for the coming days, but I'll be in touch for your first assignment."

He walked toward the open portal, pausing briefly in front of it. "What was it Hobgoblin called you? The 'Sinister Six'?" Otto nodded his approval, "Yes, perhaps you'll be the phoenix that rises from the ashes of the League..."

As Octavius left, the various villains began to talk further among themselves, mostly conjecture about the type of jobs they'd have to pull off, as well as the money they'd be earning.

The only one relatively silent throughout the proceedings was Sandman. Sitting in his chair, he held something in his hand; a golden locket. Opening the little clasp, Flint Marko stared longingly at the girl whose frozen image made up its interior before closing it shut once again.


Octavius stepped through the portal into his laboratory. It shut behind him as the metal tendrils retracted toward his body.

"Thank you, Spot, that will be all," he said simply. The villain in question bowed slightly and left his boss to his guest.

A heavily bandaged Harry Osborn lay in a hospital-type bed, an IV hooked up to his arm with what was undoubtedly a sedative to mask the immense pain he was feeling. Still, the young man gingerly sat up as he saw his mentor returning.

"What was that all about?" He asked.

"Just setting the next phase into motion," Octavius replied noncommittally. He returned to the seat next to Harry's bed, where a small table and chess board were set up. "Ah, I see you've finally moved your rook. A smart move, given the current positioning."

Sitting down, Otto placed his hands in front of his face, fingertips touching. A man in deep contemplation. Finally, he used a metal tendril to move his bishop across the board, taking out a pawn.

"Those fools are too focused on satisfying their baser instincts," the Master Planner went on. "You must be above such trivial matters, especially if you intend to inherit the world your father left you."

Harry's eyes narrowed, "I still want him dead... I was so close too."

"Indeed, the arachnid proved himself the slippery sort," Octavius replied. "I will admit partial culpability in that particular failure, I should've had Spot teleport him directly to my laboratory. But after what you'd been through, I thought you and your team were owed your pound of flesh..."

"At least now I have a name and a face," Osborn moved a pawn this time. "Peter."

"Alas, it won't be much to go on," Otto moved his rook to take out Harry's pawn. "M.A's servers have proven exceedingly difficult to hack into, owed in no small part to the presence of both Vision and Danger."

"And after the attack on their training camp, they're probably gonna up security even higher," Harry lamented, moving another pawn.

"Without question," Octavius concurred, considering his next move. "And even if we obtained the relevant information, threatened his loved ones, or something equally macabre, there's no guarantee it would help in the long run."

He moved another pawn with a metal appendage, "If the previous night has taught you anything, it's that the boy is remarkably persistent. There were six of you and he still managed to fend you off while in a weakened state. Imagine him at full strength, consumed by righteousness fury..."

He watched as Harry moved a knight to take one of his pawns, "What's more, your body and your mind still haven't adapted to the Green. If you intend to best your adversary, then must become more than you are now. Not just stronger and smarter, you must wield greater influence."

The young Hobgoblin never liked the way Otto talked down to him, but he had to admit the man had a point. He couldn't just think about short term problems like Spider-Man. If Harry Osborn was going to establish himself as the new king of the criminal underworld, he had to think more about his future.

"...How do I do that?" He finally asked.

Octavius was surprised, but he didn't show it. Were he a lesser man, he might have flinched at the question, along with the tiny but noticeable growth in sensibility that the question implied.

Instead, the Doctor used a metal tendril to move another chess piece across the board. "As of now, society is in a state of upheaval," he began. "With its greatest champion off the table, this will surely embolden certain elements within the criminal underworld to make moves of their own. The heroes will undoubtedly scramble to fill the void he's left behind, but they'll hardly be a fraction of Stark's power and capabilities."

Octavius looked up into Harry's eyes, "When the time is right, you shall re-emerge to claim your rightful place atop the hierarchy. And so to answer your question, it shall be done with time and patience. Use this recovery time to consider your options. Avenues may yet reveal themselves where you least expect it."

He nodded past to the approaching members who remained with the League, "That goes for all of you as well. Work to strengthen yourselves before the next strike against Hero Society. For the moment, I've bought you all valuable time, so make good use of it."

Nuke was taken slightly aback, "How the hell'd you pull that off?"

The former scientist gave a rueful smirk, "As you may have guessed, my dear Nuke, I had a plan in place..."


Several hours after Otto Octavius revealed his latest master stroke, a young teenager stirred within the sheets of his hospital bed. Peter groaned, struggled to open his eyes. The exhaustion of the past several days weighed on his body.

"Hey, he's waking up!" A voice said, "Go get the doctor."

"Yessir," replied another. Peter could hear the sound of retreating footsteps as his vision slowly came into focus. Standing at the foot of his bed was a lone of figure.

He was a skinny blonde man with a noticeable limp. He walked with a wooden cane, but wore the telltale white coat that identified medical staff.

"It seems you've had a rough night, young man," said the man. His eyes were kind and his voice was gentle.

Peter rubbed his head gingerly, "That's one way of putting it... Where am I?"

"Mount Saini Hospital," the man replied, bringing up a clipboard. "Mr. Parker, I'm Doctor Blake. I was the attending physician when you were brought in, and I've been monitoring your case up to now. How are you feeling this morning?"

Peter leaned back into his pillow, "Like I've been hit by an entire convoy of semi trucks. How long have I been here?"

"You were dropped off a little past 2am," Dr. Blake replied, checking his watch. "It's been nearly a day and a half since then."

The teen closed his eyes in resignation, "My Aunt must be worried sick about me... Does she know I'm alright?"

"She's been notified of your condition," the Dr. said. "I've been told once you've been discharged, you'll be brought home by a pair of police officers. Added security, just in case."

Peter nodded, it was an understandable response. He looked down, for the first time noticing the fresh bandages on his wrists. Lifting the bedsheet to view his other arm, he saw a matching bandage.

"On that note, there's a few things I'd like to discuss with you," Dr. Blake looked serious. "Primarily, the damage you sustained both during your time with and your escape from the villains."

He brought up his clipboard, reading the chart, "You suffered three broken ribs, multiple contusions, severe blood loss, and malnutrition amongst other things. And yet, your body had been slowly recovering before you were even admitted."

The teen nodded, "The Healing Hero, Elixir. He said I might have a dormant healing ability."

"It's certainly a possibility," the Dr. concurred. "A Healing Factor can emerge when a body is put under enormous stress. The scans I've taken seem to back up the theory. However, this isn't a 'cheat death' card. It can be overtaxed by latent injuries and an overload of damage. Case in point..."

He indicated the wrappings on Peter's wrists, "I still had to operate so your arms would properly recover. And there's going to be... lasting consequences."

Peter looked up in worry, "What do you mean?"

"Nurse Temple informed me you're able to release a unique through the glands on your wrists," Dr. Blake went on. "Your 'webs', I'm assuming. However, through repeated overuse of that aspect of your Quirk, you've severely damaged them to the point of nonfunctioning. To be frank, you nearly lost the ability to simply use your hands altogether."

The teen gasped, "W-What?"

Dr. Blake raised a hand to illustrate calm, "It's alright, I was able to minimize the trauma and after a few more days recovering you'll regain normal function. But still, you'll never be able to use your webs again, let alone create them."

Peter stared glumly at his bandaged wrists. He'd been warned not to push himself too far, and now his body was paying the price for it. But the teen couldn't afford to think about that right now.

Behind Dr. Blake, a wall mounted tv had captured his attention. The running, albeit muted, news story was all about Iron Man's fight. What made his heart sink, however, was the ticker at the bottom; Iron Man: the End of an Era.

"What about Mr. Stark?" He asked nervously, "Is he alright? When I saw him last-"

"Mr. Stark is going to be fine," Dr. Blake soothed. "As a matter of fact, he woke up a few hours before you did. He's staying in another room under heightened security."

Peter exhaled with relief, "Which floor? I've gotta see him."

"I'm sorry, Mr. Parker," he apologized. "But he's unable to see visitors right now. Besides, Mr. Stark is under heavy medication any may not even-"

"I don't care!" Peter declared, as he maneuvered his legs off the bed. "I need toooo-!?"

As he attempted to stand up, Peter's legs buckled beneath his own body weight, and Dr. Blake had to rush over and support him.

"You're in no condition to be walking around either," the Dr. said. "Not without another round of treatment from Night Nurse."

"Then find me a crutch or something!" Peter replied firmly. "He's my mentor, and we went through hell together! So if you think I'm not gonna see him while I'm here, you're nuts!!"

Dr. Blake was taken aback by Peter's sudden outburst, and the teen recomposed himself.

"Please... I need your help," he said, a look of desperation on his face.


Moments later, the aspiring hero was being pushed in a wheelchair by one of the hospital nurses. Dr. Blake followed closely behind. "Remember, he might not be awake to even see you," he warned.

"It's fine," Peter said. "I just... need to see that he's alright with my own eyes."

Blake sighed, "I understand." He glanced at a door, two security officers standing at either side: "This is it. Hang on a second."

Displaying his ID tag to one of the guards, he nodded and stepped aside, allowing the nurse to enter with her occupied wheelchair.

"Five minutes, then we have to take you back for your own treatment," Dr. Blake said, and Peter nodded in response as he was pushed through the door.

The sight was not a pretty one. Tony Stark lay on a hospital cot, several monitors flashing and beeping all around him. IV tubes were attached, running various fluids in and out to replenish his weakened body.

Hearing the door open, Tony pressed a button that allowed the bed to adjust his position, letting him see who was coming. His look of exhaustion was replaced with a relieved smile at the sight of his visitor.

"Hey kid..." He said weakly.

The teen was at a loss for words. Luckily, Tony was able to restore some levity to their situation, "Wow, you look like crap."

"Me? Have you looked in a mirror lately?" Peter replied, the quip coming naturally before he could stop himself.

Tony chuckled, "There he is..." He looked up to the nurse, who watched their interaction with a mix of amusement and hesitation. "Would you mind giving us a minute?"

The nurse nodded, and stepped outside. As she left, Tony turned to look at Peter, "Seriously though, you look terrible."

The teen couldn't help but snort, "For real? Just look at yourself! I think you took a few too many hits to the head if you think I'm in worse shape than you are!"

Tony waved his hand dismissively, "It's fine. They said all my bleeding's internal. That's where blood's supposed to be, right?"

"..." Peter was speechless, unsure if he heard him right.

"It's a joke, kid," the older man smirked. "You've really gotta loosen up a bit."

"H-How can you be so nonchalant about all this??" Peter asked, incredulously. He gestured to the tv, now showing an image of Tony outside of his armor, "A good chunk of Harlem was turned into a crater!! The whole world knows your secret!! And-"

"And I knew it was coming," the now retired hero sighed. "This particular monkey's been on my back for the last 5 years, I've had more than enough time to come to terms with it."

He looked sincerely at the teen, "Still, I'm sorry you were caught in the middle of it all. I wish I could've done more to help you."

"Are you kidding? I should be the one apologizing to you," Peter replied somberly. "If I didn't let myself get captured, you wouldn't have had to come save me, let alone use the last of your power..."

"Kid, don't blame yourself, I sure as hell don't," Tony replied. He nodded back toward the tv, which had changed to show the climax of the battle, capping off with Iron Man's victory pose. "And hey, if it's my last hurrah, beating Mandarin once and for all is a pretty good way to go out."

Peter was silent for a bit, nodding in agreement. But Tony could see something was on his mind, "You wanna ask me something else. Go ahead, pretty sure I already know what it is..."

The teen looked at his mentor, "I've seen you fight villains before, mostly videos online and stuff. But with the Mandarin, you took it more personally than any other time I can remember... What's your deal with him?"

Tony gave a brief sigh, "I told you once how my 'power' comes from the Arc Reactor, right? Well before it came into being, the Reactor was a concept my father had thought up. A clean energy source, one that could help wean cities, and even countries off of fossil fuels."

Peter whistled, it was a bold idea that resonated with his inventor's brain.

"Understandably, such a radical concept doesn't happen overnight and a lot of minds would need convincing. So it was shelved for the time being," Tony went on. "Anyway, one summer my father has to go overseas to discuss business. He, along with his business partner Ho Yinsen, traveled to China to meet with developers. I was brought along to observe. Being next in line to run the company, Dad thought it'd be a good idea to learn on the job."

"Wait, I thought Yinsen was your mentor?" Asked the teen. "But he worked for your dad too?"

"I'm getting there," Tony said, shutting down the questions. "While in China, we were attacked by a group of terrorists called the Ten Rings. They of course were lead by-"

"The Mandarin..." Peter finished, his eyes widening.

Tony nodded in confirmation, "They attacked our transport and killed the security team we had in place. Dad lost his life trying to protect me from an explosion... But I was still hit with a ton of shrapnel. Next thing I knew, I was waking up in their compound with an electromagnet stuck in my body to keep the remaining shrapnel from reaching my heart."

Peter looked at his mentor's chest, more specifically at the old scarring from impacts around the area of his Reactor.

"By some stroke of luck, Yinsen survived along with me. He was the one who removed most of the shrapnel and attached the magnet," he recalled. "After about a day, we were brought before the Mandarin. He knew of the Reactor concept, and he ordered us to build it for him. Otherwise he'd kill us on the spot."

Tony sighed bitterly, "Obviously, we knew he was gonna kill us anyway. But Yinsen agreed to build it, on the condition that I was kept alive to work with him as an assistant. He didn't have the best equipment to begin with, so Mandarin agreed and we set to work. First, we had to build a prototype to make sure the concept would even work."

He tapped the Reactor on his chest, "Which of course, it did. This little beauty replaced the battery keeping the magnet working and I was able to move around a lot easier. But now that he had proof the concept worked, Mandarin wanted us to build an even bigger one. Something that could power his operations for centuries to come."

"So our options were to A: Empower a terrorist leader, or B: Say 'no' and get ourselves killed," Tony recalled bitterly. "I decided to go with option C: Escape. With Yinsen's help, we used some of the repurposed tech to build a suit of armor. Powering it with the Reactor, it became our instrument of salvation."

Peter gasped, "Your first Iron Man suit!"

The man sighed deeply, "But Yinsen didn't survive our escape. It was the Mandarin himself who killed him, used one of his Rings to do it... Before he died, Yinsen told me not to waste my life. So after blowing up Mandarin's HQ, I vowed to make something of myself beyond just being the heir to some tech company."

Tony lay back against his pillow, "After escaping, I returned to America to resume my education at M.A. I was still a student with the Support Course at the time, but I knew what I had to do. It was hard work, but with patience and a lot of suit refinement, I was eventually able to transfer into the Hero's Course. And the rest, as they say, is history..."

The teen let out a long exhale, "Wow... I knew you'd been through a lot, but I had no idea just how much."

"It's not something I like talking about," Tony replied. "But I figured you deserve some answers."

"Who else knows about this?" Asked Peter.

"Just me," said a voice. "Plus Pepper and Rhodey, if I had to guess?"

The duo turned, and leaning in the now opened doorway was Agent Phil Coulson. He was businesslike as usual, but he seemed pleased to see the two patients.

"Spot on as always," Tony nodded. "How's it going, Phil?"

"Well there's a hell of a mess to clean up downtown," Coulson replied. "Not to mention I had to task an entire unit alongside Damage Control to recover every scrap of armor we could find. If even a fragment of your tech ends up in the wrong hands-"

"Always so glass half-empty, this guy," Tony muttered aloud to Peter. "Come on, gimme some good news. I could use it."

With a tired smile, Coulson went on. "Well I guess the one upside is you kept the fight away from civilians," he said. "So there were zero casualties outside of the Mandarin."

Tony looked hard at the agent, "He's really gone?"

He nodded in response, "Yes. From what we could determine, the power of the Rings overwhelmed his body and he went supernova. There's no trace of him anywhere on the planet. Believe me, we've been looking."

Tony exhaled, as if a great weight had been lifted from his shoulders. "You can rest easy now, Yinsen," he murmured quietly.

Peter heard his mentor, but said nothing. Coulson cleared his throat which got the teen's attention. Peter gulped, vividly recalling the last time he was in this position with two of his classmates.

"It was a risky decision to take on the League yourself," Coulson began. "But considering you were cornered and you were given official clearance by Iron Man himself, I'll say no more on the subject." The agent gave Peter a nod, "Good job holding your own."

The teen breathed a sigh of relief, "Thanks... Speaking of the League, what happened to them? I lost track after Hobgoblin came after me."

"They managed to escape, unfortunately," Coulson replied, his voice regretful. "It seems the League had a second teleporter on standby."

Peter nodded, "Right, I think they called him 'Spot'."

"Fortunately, the other one, 'Azazel' was recovered in the wreckage of the villain's bar," the agent went on. "He'd been restrained with Quirk dampening tech before Mandarin attacked. He's alive, but refusing to talk. We're currently keeping him under observation. If we can get him to cooperate, he'd be an invaluable source of information."

"At least something good came out of all this," Tony commented, sitting back against his pillow.

The teen nodded in agreement, before thinking about one Leaguer in particular, "What about Hobgoblin?"

Coulson looked a bit uncomfortable, "Well, we found a body where he crashed his glider..."

Peter raised an eyebrow, sensing hesitation, "...But?"

The agent sighed, "It's not what we expected..."


Back at the scene of the cleanup, a pile of debris was shifted over and a lone figure was pulled from the rubble. It was a man with yellow skin, wearing a familiar albeit torn up costume. His eyes were closed and he didn't appear to be breathing.

As an agent attempted to check him for weapons, the villain's eyes snapped open. Thrusting out his hand, a laser blasted the agent several feet away. The sudden commotion got the attention of both the clean up crew as well as a few onlooking members of the local news team.

Several agents drew their weapons as the Hobgoblin quickly rose to his feet, an almost possessed look in his eyes as he raised his gloves again.


"We later identified him as Rodrick Kingsley," he went on. "He attacked several of my agents with some laser tech built into his gloves. That, plus the costume and yellow skin made for a convincing double. Still, he was brought down relatively quickly."

Coulson looked back up at a stunned Peter, "Obviously we know that wasn't the man who held you prisoner. I don't know why he's willing to take the fall, but he made such a big stink that the media caught wind of it. As far as they're concerned, the head of the League is in S.H.I.E.L.D custody."

"Great..." The teen sarcastically lamented. "So next to Doctor Octopus, we've still got Hobgoblin and his crew in the wind."

Coulson blinked, "'Doctor Octopus'?"

"Right, that's something else I need to catch you up on," Peter said, turning to address Coulson. "Turns out the League's boss has a boss. He calls himself the Master Planner, ever heard of him?"

"Hmmm..." Coulson rolled up his sleeve, revealing a robotic arm. A screen emerged from below his wrist and the agent began typing on a holographic keypad. "Nothing in our database brings up that particular alias. Can you describe what he looked like?"

"Well the guy definitely stands out in a crowd," Peter began. "Short, round, and had these metal tentacle... arm... thingies coming out of his back. Hence, 'Doctor Octopus'."

Tony turned to Coulson, "You don't need the database, I know exactly who he's talking about."

Peter shot a look over at his mentor, "You do??"

Tony nodded, "His name's Otto Octavius, weird story with that one. He used to be top dog at OsCorp, was practically Norman's right hand man."

The teen's eyes widened, "He worked with the Goblin?"

"For a while, yeah. He ran all the testing for the legitimate side Osborn's business before they had a falling out. Over what, I don't know," Tony added with a shrug.

"But he was at that facility the Avengers and I raided years ago. Those tentacles on his back? They're a tool he built to help keep himself safe during some of his more dangerous experiments. But they became fused to his body when the Goblin combusted and destroyed the place."

"Jeez..." Peter breathed, taking in the latest bombshell, while Coulson nodded solemnly.

"I remember now, I was at the scene during cleanup," Coulson said. "Otto was left comatose after the explosion and we moved him to Ravencroft for observation and treatment. The goal was to try and get the apparatus removed, but something went wrong. He woke up and after realizing the state he was in, Octavius became violent. Long story short, he escaped and hasn't been seen in over 5 years."

"Well clearly, he's back in business," said Peter. "But what's he doing mentoring the son of the guy who screwed him over?"

"Beats the hell out of me," Tony sighed. "I met Otto once or twice when he was still a respectable man of science. Always struck me as kind of a nervous nelly, let Osborn walk all over him and never got the kind of recognition he deserved for his work. Bottom line, you wouldn't think he'd be capable of doing what he is now."

"Maybe that was all an act?" Coulson pondered. "He could've been waiting for something to happen to his boss before he made moves of his own."

"If that's true, he played a hell of a long game," Tony noted. "Maybe it's why he chose to go by 'Master Planner' while he stayed under the radar."

"Well I'm gonna keep calling him 'Doctor Octopus'," Peter said, lying back down with his hands behind his head. "He hated that and it sounds funny."

"Still, it's a hell of a mess," Tony sighed. "My biggest regret is that I couldn't leave your generation with a clean slate."

"What're you talking about, Mr. Stark?" Asked Peter.

"C'mon Pete, my body looks like an emaciated etch-a-sketch," the retired hero said, a tinge of sad resignation with a bit of his trademark snark thrown in. "I can't be the Number One when I'm too weak to even wear my armor."

He looked back up at the tv, "I already had Pepper release a statement to the press, so those headlines aren't speculation."

Peter knew it was coming, but it didn't make it any easier, "So that means-"

"As of yesterday, I'm effectively retired as an active hero," Tony bowed his head in resignation. "And I won't be able to help much with teaching either."

The teen looked up, "What?"

"You said it yourself, I took a major beating in that fight," Tony went on. "And this goes beyond anything Claire can heal. I need to spend time with a specialist, somewhere off the radar."

"How far off are we talking?" Peter asked.

"Wakanda," Tony replied. "Shuri's been working on something that can potentially reverse the effects of the virus in my body, maybe even remove it completely. But part of the deal is it could take a long time to fully recover. And with all the enemies I have, I'll need to go somewhere they can't get to me."

He looked up at the teen, who was just heartbroken. Having his mentor retire was one thing. But to lose him indefinitely was another matter. Tony Stark had become something of a father figure after Uncle Ben's passing. He'd always been there to give advice and had been leading the charge to rescue Peter from the League of Villains.

He could tell how much this was weighing on the teenager.

"Besides, you're past the point where I could teach you anything," Tony went on. "You've got your powers under control, all that's left is to test them and see how far you can go beyond your limits. And let's face it, I'm not cut out for this teacher gig."

Peter looked up, "What're you talking about? I learned so much working with you! I never would've gotten as far as I have without your help!! And I'm still gonna need it moving forward!"

He struggled to stand up on his feet. Coulson moved to stop him, but the teen held out his hand, a sign for him to stay. Wincing slightly, he limped over to the side of Tony's bed.

"Look, maybe your methods are unconventional," Peter said. "But nothing about the past year has been normal. I needed someone who could help me speed-run a lifetime of Quirk use into less than a year. And you did it! Nobody else thought I had a shot at being a hero, but you believed in me! You saved my life when I was at my lowest point. And I can never thank you enough for that!"

Tony's eyes widened at the teen's words, "Kid..."

"So if you think I'm gonna leave you behind just because you don't think you're good enough, you're crazy!" Peter's eyes began to well up with tears, "So you're gonna get better, and you're gonna come back one day! Because I can't be the next Number One without learning from the best..."

The retired hero slowly sat up. Leaning forward, he held out his arms and brought Peter into a hug. "Thank you Peter," he whispered. "That means a lot coming from you..."

For a while, teacher and student just stood there. Finally, Peter spoke up, "I thought you didn't do hugs?"

Tony rolled his eyes, "You were abducted by supervillains, you get one."

The teen smirked lightly, before Coulson ended the moment clearing his throat. "I truly hate to interrupt, but I need to debrief Mr. Stark further before he's discharged."

Peter nodded, sitting back down in his wheelchair. As if on cue, a nurse entered to take him out of the room.

"Peter?" Tony called after him.

The nurse stopped, turning around so the teen could see his mentor one last time. He was met with a finger pointed at him, "It's your turn now..."

Peter absorbed the words, understanding the full weight of them. He gave a solemn, but determined nod as the nurse wheeled him out of the room. For that Peter was grateful, he didn't want his mentor to see him shedding any more tears.

.

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Barbers Chair

• Yeah, this chapter is pretty exposition heavy. But I had to fill in a few holes and answer some questions before I was able to move the story forward. But unlike All Might, Tony Stark is largely going to be out of the story for the foreseeable future, forcing Peter to grow on his own.

• Now we have a full origin for Tony Stark, and the framework for Doctor Octopus.

• Little Easter Egg; Doctor Donald Blake is better known as the alter-ego of Thor; God of Thunder. Is that still the case in this universe? Time will tell.