Disclaimer: If you recognise it, it came from the films or the comics, even if I flatter myself that I've put my own spin on things.

Feedback: All constructive comments or appreciative observations are welcome

AN: We now come to a more familiar storyline, but be assured I have plans for how this threat will be resolved that are very different to canon…

The First and the Last

When Peter first heard the news about the planned school trip, he wasn't sure if he should even go at first. The reasoning behind the trip at least made sense- with all these schools merging after the Snap there was a bit of a financial surplus that the teachers wanted to use up, and other countries needed the economic boost after everything that had happened- but the idea of leaving New York on such short notice felt a bit off. He had at least heard rumours that other heroes were dealing with things in other parts of the city- apparently there was some bulletproof barman who had been cleaning up a few gangs- but after Spider-Man had been such a consistent presence in the city since the Snap…

Stop it, he told himself, even as he packed his costume in the bottom of his suitcase just in case. He had been advised by some of the other remaining Avengers that it would be a good plan to bring his gear along in case something came up, but Captain Rogers and Miss Romanoff in particular had advised him to avoid putting too much on his shoulders. His efforts in New York were appreciated by the people who mattered, but he couldn't afford to burn himself out by not taking time out for himself. A school trip around Europe was an unconventional way to get out of the city for a while, but at least it was one Peter could look forward to.

The only downside of this trip was how he still didn't really have any friends to hang out with right now. He and Debra were as amicable as anyone could be after breaking up following such an awkwardly ill-defined relationship, but with the time he spent as Spider-Man when he wasn't in school he didn't really have time to hang out with anyone else. He was friendly enough with a few other people, but after those awkward dates with Debra had made it clear how many secrets he'd have to keep from other people unless he told them he was Spider-Man, he just wasn't ready to try and open up again. He worried that he'd just come across as too pushy, maybe start trying to overcompensate because he was looking for a 'new' Ned on some level, and that just wouldn't be healthy for anyone.

That's life, I guess, Peter found himself thinking as he sat in a window seat (just because he'd been in a spaceship didn't mean he couldn't appreciate the view from a more regular plane). One universal catastrophe, and now the only people who really know me are the work friends who are at least twice my age…

He appreciated that he was luckier than most after the Snap when he still had some fairly supportive people in his life, but he wanted something more than a working relationship with people he'd met through a dead man. The Avengers were the only people who really knew him now, but he'd only known most of them briefly through the airport battle (Carol felt special since he'd met her after the Snap and she'd worked to stay in touch, but that was another matter).

School was just another thing he had to do to get through his life now that he didn't have his old friends to hang out with, and while this school trip was fine, he still spent the flight sitting by himself, with nothing better to do than read or watch a couple of in-flight movies. There was a brief concern at the Arrivals when he wondered if his suit would attract the wrong kind of attention from the baggage gate, but he guessed that whatever Mr Stark used to create that suit meant it didn't set off any alerts with airport security (either they didn't see it or they thought it was just a standard costume).

The boat ride to the hotel was fun in its way, and Venice was definitely an appealing city with its more old-world architecture (or whatever the term was), even if the hotel itself was fairly basic in design. The floor was actually wet, even if Peter wondered if that was part of the design or just something that happened here, particularly since the hotel was apparently getting some work done.

With no further instructions beyond to meet at a particular museum later on after dumping their bags, Peter ended up just wandering around Venice for the next couple of hours, checking out a couple of shops out of idle curiosity. A part of him was aware that he was looking for something in particular for a certain someone, but without any clear idea what he was after, he wasn't about to buy a gift at random for-

Stop it, he scolded himself, taking in the nearest canal with a wistful smile. He could let himself be stupid about Carol Danvers in the privacy of his own head, but the idea that she'd be interested in anything more with him was just… it was easier not to get his hopes up and focus on what he had already. He tried to indulge himself by watching a few of the other students trying on masks and posing for photos with their friends, but it just left him feeling even more depressed at the reminder of the gap between him and everyone else.

He didn't like to think that he was 'better' than people just because he had experiences in his life that they didn't, but the more time he spent at school the clearer it was than he didn't fit in with normal teens any more. He hoped it would get better when he got to college and had a chance to explore some of his more individual 'quirks', but right now he was just left on the outside looking in.

Was this how Carol felt when she came back? he found himself wondering, despite his attempt to not think about her. Looking at how everything had changed from what she remembered… just aware of what it was like but lost for how it can be that way again…

A strange sound from the nearby canal drew Peter's attention, as he noticed water trails moving along as though something was disrupting the surface from underneath. He also noticed water apparently 'retracting' from a nearby drain, as though the surface level had just dropped, but the real concern was whatever was going on the central pool (he wondered if this was Venice's equivalent of a roundabout). The sudden explosion of water was a shock on its own, but he just had time to help a couple of shocked boaters out of their gondola after it hit the surface before some kind of large water-man-thing appeared in the middle of the pool.

"Oh no…" he said to himself as the creature slammed its limb against nearby buildings, punching large chunks of masonry out of the structures while sending waves down the nearby canals. Glad that he had thought to include his suit in his bag- when he had nobody really looking for him it made sense to be available if something happened- Peter dived into a nearby alley once he was sure nobody was looking his way, quickly pulling on his costume and stuffing his clothes into his bag so that he wouldn't risk anything being swept away.

It was only when he faced the entity again that he had to acknowledge that he didn't have a clear plan for how to deal with something like this. He couldn't exactly web up something made of water, punching it probably wouldn't do anything, and he didn't have time to try and call someone else for help…

Damn my chronic heroism, Peter cursed himself as he jumped over a series of wooden beams to land on the bridge that the water creature was approaching; even if he couldn't do anything, now that he'd suited up he basically felt obliged to try something. He had just shifted into a combat stance in the hope of at least trying to do something before he was struck by a wet 'punch' that sent him flying to the other side of the bridge, leaving him soaked through and the creature clearly ready to continue the fight. Peter was just about to get back to his feet when the water-creature was struck by some kind of green energy blasts, followed by a figure flying down on green smoke from somewhere above and behind Peter.

Blinking in surprise at the new arrival, Peter got back to his feet to take in the sight more properly. The green smoke around the new arrival obscured some of the fine details, but he could see a purple cloak with some kind of sigils on it worn over what looked like green armour, as well as a helmet that put Peter in mind of a stereotypical goldfish bowl filled with some form of smoke. As Peter watched, the man fired more green energy blasts at the water creature, even managing to use that energy to hold back another large water-punch from the creature. Peter was just about to relax when the creature suddenly seemed to raise the water level around the man in green, enveloping the new arrival and forcing him underwater. Fortunately, Peter was spared from trying to retrieve the new arrival when the man in green leapt up from the water, dispersing the attempt to drown him and moving back to float near the bridge.

"Hey!" Peter called out as he clambered up the bridge to take up position near the man in green. "I can help out; what do you need?"

"I need you to lead it away from the canals!" the man in green said, before he turned and dived back through the bridge, closely followed by the water-creature. Peter was spared from trying to work out how to deal with this turn of events when the creature started to chase the man in green, leaving Peter to race down the streets after the monster and fire off webbing to stop some of the rubble falling down. He could only hope that the city officials would be able to at least set something up to do a more thorough job once the creature had been dealt with, but right now the priority was stopping this creature before it could destroy the city.

Catching up with the creature and the man in green as they faced off in the middle of some large town square, Peter was forced to focus on swinging webbing around a cracked bell-tower to try and keep the structure up, only for his efforts to be ruined when another blow from the creature struck the tower along the side. As the man in green fired more energy blasts at the water creature, Peter leapt to the top of the tower and fired further strands of webbing, trying to hold the structure in place even as the fight continued below.

Peter only just managed to duck his head to avoid being struck by the swinging bell at the top of the tower while keeping himself in position, but he was still aware of the conflict taking place in the square down below. As much as he wished he could do something more to help the man in green, the guy seemed to be using some form of magic like Doctor Strange, which meant that Peter would be out of his weight class if he tried to get involved in that particular fight…

As the tower began to fall gradually down towards the ground, Peter was peripherally aware of the man in green summoning some kind of portal effect behind the monster, grabbing what passed for the creature's arms and moving as though pulling them away from the creature. The water seemed to 'explode' as the webbing Peter had been using to hold the tower in place finally gave up, the strain too much as the structure finally fell to the ground, leaving Peter to jump to safety before it collapsed into the canal. A quick glance was enough for Peter to confirm that there was no sign that anyone had been near the tower when it collapsed, and he doubted if anyone had even seen him when the man in green was drawing so much more attention as he stood in the middle of the square. For a moment, Peter joined the rest of the people around in looking at the hero of the moment as people around the square applauded his victory over the water monster, until the man gave the crowd a brief salute and leapt up into the air, flying away on another burst of green smoke.

So much for helping out, Peter reflected as he looked around the damp square and the fallen tower, jumping from the pile of debris to hide in the nearest alley before anyone could properly see that Spider-Man was present. The webbing would dissolve soon enough that there shouldn't be any clear proof that Spider-Man had been here, so he should be able to avoid any negative publicity because of his mistakes, but it still felt like he'd been surplus to requirements here. He appreciated that the other Avengers had treated him as an equal when he was the one who came back rather than Mr Stark, but moments like this just reaffirmed how little he had to contribute against larger-scale threats most of the time.

With the fight over, Peter was left feeling even more frustrated at the overall situation once he made his way back to rejoin the rest of his tour group. The planned tour of the da Vinci Museum had fallen apart before it even started because the museum wasn't even open for another few months, and now the internet was basically blowing up with rumours about who was behind the attack on the city or the nature of its latest defender. The closest thing he'd found to a credible theory right now was something about a sailor who was exposed to an experimental underwater generator, but that just didn't fit, particularly given how that guy in green had fought back in a manner that made Peter think more of Doctor Strange than Mr Stark. Peter had heard a few other people in the class suggest 'Mysterio' as a name after hearing the news broadcasts, but he was pretty sure that was more just the Italian news not knowing what to call the guy rather than the man in green actually introducing himself to anyone by that name. Peter had tried to send a message to the Avengers compound back in New York to see if anyone had any other information about the threat or the new guy, but apparently either everyone was out or something was going on back home that meant they weren't responding to his message.

With nothing else to do about the situation and nobody else for him to spend time with, Peter had headed for his room with the intention of getting a few hours of rest, only to be shocked when he walked through the door and saw a fair-haired man wearing a black suit that he recognised from old Avengers reports as a SHIELD uniform sitting opposite the door.

"You're a very difficult person to contact, Spider-Man", the man said, arms folded even as a gun was subtly on display under his folded arms.

"Spid-?" Peter began.

"Don't insult our intelligences by trying to pretend I've got the wrong person," the man said with a pointed stare. "I get that I'm not Nick Fury, but we don't get to stay in SHIELD if we're idiots, and you can safely assume I wouldn't be sitting here if I didn't know exactly who I was looking for."

"…Fair," Peter nodded, resigning himself to the reality that he was alone in a room with an unknown agent of SHIELD. "So… why are you here, and who are you?"

"Thought about calling you in advance, but you wouldn't know me so it wouldn't have made an impression," the man responded. "Agent Clay Quartermain; former SHIELD liaison to the Hulkbusters."

"The Hulkbusters," Peter repeated, looking at the older man with a greater sense of scepticism. "As in the people who spent all that time hunting Doctor Banner after his accident because that… General Ross guy wanted to use him as a weapon?"

"Don't blame the guy who got the job for taking it," Agent Quartermain said, giving a dismissive shrug in response to Peter's question. "Anyway, glad you stepped up during the elemental attack; at least you proved you're willing to help out."

"Elemental?" Peter repeated uncertainly.

"A week ago, a village in Mexico was wiped out by a cyclone. Witnesses say that cyclone had a face. Three days later, a similar event occurred in Morocco as a village was destroyed, except that this time we made contact with someone who said he could help."

"Who?" Peter asked, mentally revising his thoughts on the title 'Elemental'; if he assumed the name was based on the classical elements from mythology, there was a definite theme with the creature he'd just fought and the other monsters Quartermain had described, but that didn't tell him anything about where these things even came from.

"That's something you'll find out at the official briefing," Quartermain said, standing up with a firm look at Peter. "If you're serious about this secret identity bit, make sure nobody's expecting you anywhere, then suit up and meet me at the boat out back."

Peter had no idea what he was meant to do about a threat that had apparently destroyed a village and almost certainly had something to do with the water-monster that had just attacked Venice, but if an agent of SHIELD wanted him to help out, as an available Avenger he felt that he was basically obligated to do something.

He was just glad that he'd remembered to pack Carol's pager just in case; if this was big enough, he had a feeling he was going to need it…

AN 2: For the record, picture Clay Quatermain as Shane West, similar to his look when he was in The League of Extraordinary Gentlemen (and to any who haven't seen that film, I can recommend it; it may have attracted some negative reviews at the time, but I stand by my belief that it wasn't that bad).