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Rise of the Spider-Man!

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Peter Parker was your average teenager. No, really, he was!

Okay, so maybe he was a little different for the fact that he lived with his Aunt and Uncle instead of his parents, yes Peter was one of the unfortunate ones who had lost their mother and father at young age, but that didn’t mean his life wasn’t absolutely normal.

He was a geeky kid, scrawny, and although not short, his overall submissive posture kind of made him look smaller than most of his classmates, call it the result of many years being taunted by school bullies.

To top it off, Peter still had very roundish features, even though he had hit puberty about two years ago, so his baby face was definetly not doing him any favours amongst his peers.

But for what Peter lacked in looks, he more than compensated in smarts.

He had always been an intelligent child with a tendency for the scientific arts, acing all his tests (except maybe Spanish and PE), and having the perfect student behavior, which gained him some favour with his teachers.

Despite struggling through the social awkwardness that was teenagehood, and having very few friends at school, Peter certainly didn’t lack love.

For as long as he had known them, his Aunt and Uncle had always accepted him with open arms, given him more love than even he could handle at times, even when they couldn’t fully understand Peter in the subjects that interested him.

Aunt May was a nurse, she had a caring nature, sweet and gentle, yet still funny and full of life in her own way. Uncle Ben was an electrician, which meant he could understand Peter’s interest in science to a certain extent, at least in the matters of physics and mechanics. What they lacked in intellectual knowledge though, they compensated with advice in life, and how to be a normal person, having somewhat succeeded in keeping Peter from being completely clueless when it came to a social life.

In any case, this all meant that normally, no one would give Peter Parker a second glance, and for a long time nobody did.

That was until that particular day.

It was October, and the weather wasn’t particularly great in New york, overcast and dready, but still, their school field trip had gone ahead as scheduled.

Peter sat on the school bus, next to his friend Ned Leeds, who was engrossed on a game on his phone while Peter cast his gaze out to the busy streets as they approached their destination: Oscorp Industries.

The name Oscorp wasn’t unfamiliar to him, well, technically it wasn’t unfamiliar to most, seeing as it was a successful company. It was well known for its contributions to the army ever since Stark Industries had stopped fabricating weapons, taking its place as their top go to people for new inventions. But to Peter it had a bit more meaning than that. Long ago, not too much after he had lost his parents at the age of six, Peter had made friends with another boy, who happened to be the son of Norman Osborn, head of Oscorp. That kid had been Harry, and Peter hadn’t really seen him in a few years, not since he had moved away to go to a boarding school.

Peter missed him sometimes, they had been close, and it had been hard when Harry left, but he also understood that it was the best for Harry’s future. Idly he wondered if there was any chance he would ever see Harry again.

It was unlikely he’d be in the company though, since Peter guessed he was still studying abroad, and most likely his father didn’t bother to come see the school field trips either. Still, it was exciting to go on this trip! Peter had always been fascinated by chemistry and bioengineering, among other things that Oscorp prided itself in being really good at, and he couldn’t wait to see what they were developing.

The bus came to a slow stop at the front of the building, their teacher getting up from his seat and starting to give instructions for his students to grab their things and move out.

The familiar field trip routine was easy to follow, and although most didn’t really care for it, they simply fell into it without much thought, sticking together in pairs or groups of three and making a pretty messy file to follow after their teacher.

“Now remember everyone, it is a privilege to be here today, so remember to stick with our guide, keep your voices down, no leaving trash around and ESPECIALLY don’t wander off” their teacher, Mr.Reymond spoke, making a brief and careless count of his students as they came through the doors.

The building instantly felt like Norman Osborn: From what Peter could remember of the man, he held a certain power with his mere presence, strict and intelligent, a business man for all he was worth.

So it made sense that the first thing one would feel when they stepped into the lobby was to be intimidated by its sheer size and imposing architecture.

“Woooaaahhh...dude, I can’t believe we’re actually IN Oscorp Industries, I mean look at the size of that chandelier!” Ned whispered next to him. “Or, it kinda looks like one, its kinda futuristic, can chandeliers be futuristic?”

“Uhh… I’m pretty sure they can yeah Ned” Peter replied with a small smirk, redirecting his attention to the line as they met up with their guide and began the tour.

It started out pretty basic, but that was to be expected, these companies always liked to leave the best for last after all. They started with simple inventions that everybody already knew about and that were simply being developed further, like the Oscorp phone (the ozberry) and laptop lines, some basic chemistry developments and such. Once they got further along though, that's when it was getting good.

“And this, is our research and development, for our genetics and chemical department, our two biggest and most important organs of the company, think of them as the brain and the heart.” Their guide told them, gesturing to an open hexagonl lab, where a few scientists were wondering about in lab coats, checking into microscopes and messing around with colourful chemicals.

A center white table sharing the same shape as the room held several clear glass containers of several animals of small size, from rats to all manners of bugs, to reptiles.

“This is our latest project: a fascinating challenge many scientists have been stumped on for many years now, where the goal is to biologically merge the DNA of another animal, to another’s creating an original creature based on both.”

“That is literally the coolest sentence anyone has ever said” Ned whispered next to him, as the lady stepped away to let the students have a closer look at the many specimens on display.

Ned and Peter waited for the less interested kids to have a look first, as they would move on faster and allow them to watch the creatures in peace.
They eventually stepped up to the first section available, coming up close to a collection of unusual looking spiders.

Next to him Ned gave a shudder, he was never too keen on spiders, while Peter himself didn’t mind them too much. He would usually avoid killing them whenever Aunt May freaked out at home about finding one, and would just use a glass and a piece of paper to pick it up and throw it out the window.

He guessed the scientists had to be at least partially successful in their experiments, since he’d never seen some of these freaky looking spiders before, although he supposed it was entirely possible he just didn’t know about these species in particular, there were around 35 thousand different species of spiders in the world. Even if he wanted to be a specialist in spiders he would probably never memorize them all.

“Huh...some of these are missing, guess the scientists must have taken them out” Ned noted, pointing to some of the empty boxes.

“Guess so, come on, I see some geckos over there” Peter guided his friend to next few containers, their eyes wondering curiously at the various patterns and shapes of the exotic animals in wonder.

They moved on after that, getting to see more into the chemical experiments going on, which wasn’t much to look at to be honest, it was more fascinating to hear about, but the guide wasn’t exactly going to go too deep into that.

The end of the field trip came far too soon in Peter’s opinion, though it had honestly been quite pleasant, even Flash hadn’t bothered him too much, since he had been more focused with sucking up and flirting to the guide lady.

“Man I wish we had more field trips like this. Imagine if we got to go to other places! L-like Hammer tech! Or maybe even Advanced Idea Mechanics! Or-or!”

“Dude! Advanced Idea mechanics? Hammer tech? All the companies out there and you pick the copycats?” Peter joked “What about Stark Industries? Because everybody knows that’s really where it’s at.

“Oh I know! But what are the odds of getting a field trip THERE? I mean, they probably get so many schools booking field trips that it’d take them like five years just on a waiting list, by then we would graduate!” Ned complained as they stepped off the school bus back at their school and began their trek to the subway station.

“Yeah, I guess so. It would still be really cool. I mean, imagine! I hear the tourist exhibit at the front floor is always packed with people, I always wanted to go, but there was just never a good time for my aunt and uncle to take me.”

“Aw man yeah, me too. You know what? You and me, come the holidays?We should go there on our own.” Ned said, lightly punching him on the arm in a friendly manner.

“What?” Peter chuckled lightly, amused at his friend’s sudden decision.

“Yeah! You know! We’re old enough to go around the city on our own, we can just take the subway there and go ourselves. Come on Peter! It would be so cool!”

“I mean yeah, it would...Even if it is just the tourist part of it. I hear they have a full set of armour on display there. Though it's probably just a dummy, I doubt someone like Tony Stark would just have one of those out in public.”

“Eh, probably. It’s still the closest one can get to the actual thing though, unless of course, you’re like, about to die from an evil super villain or something...” Ned said, trailing off into his thoughts for a moment.

“Or if you WERE said super villain I guess” Peter added just as thoughtfully.

“Hmmm..true” Ned mused as they stepped into the subway, sticking close to the door so they wouldn’t get blocked off from leaving when their stop came. “But I guess if I were an evil supervillain I wouldn’t particularly want to meet Ironman. I mean he’d probably kick my ass.”

Peter snorted “He would so kick your ass.”

They kept on going like that through their subway ride, and a little bit more on the walk back home until they had to part ways.

Feeling positive about how the day had gone, Peter rushed the rest of the way home a  little bit, feeling a pep in his step.

Reaching the apartment building he lived in, Peter ignored the elevator and went straight for the stairs.

It wasn’t that the elevator was broken, but it was old and untrustworthy, and he didn’t want to get stuck in it again.

By the time he reached his floor, he felt winded, but his good mood kept him going as he walked to the door and reached for his keys in his jeans pocket.

A sudden spike of pain surprised him and he quickly retreated his hand with a hiss, something small and almost unnoticeable falling off his hand and dropping to the floor. He barely saw the tiny spider make a run for it between the cracks on the hallway floor before disappearing, leaving him to nurse the tiny dot on his hand where he assumed, it had bitten him.

Cursing his bad luck, he reached again for his pocket, pulling out his keys and opening the front door.

“Peter! Welcome back! How was the school trip champ?” Uncle Ben’s voice greeted him, looking up from a newspaper he had been reading by the kitchen table.

“It went pretty good Ben, there was a lot of really interesting stuff to see.” Peter responded, setting his backpack down by the entrance.

“That’s good to hear, listen, your aunt May is cooking tonight, so you might know, start thinking of any back up possibilities, just in case.” he told him with a wink.

Peter’s smile grew, knowing exactly what his uncle was referring to.Whenever May decided she wanted to cook, it tended to end in disaster. It would either burn, or it would be absolute atrophy to anyone’s taste pallet.

As a result, they would usually have to order out whenever she cooked. Thank god Ben was at least a decent cook, and even Peter was fair, though he didn’t know that many dishes he at least knew the basics.

“Sure thing Ben, I'm just going to go to my room and do some homework while I wait then if that's ok? I kinda have to write a report on the field trip, and I’d like to do it while it’s all still fresh in my head.”

“Yeah go on ahead, we’ll call you when it’s either done or burnt.”

From somewhere in his aunt and uncle's room he heard his aunt shouting “I heard that!”

Smiling still, Peter picked up his bag again and made his way to his room, closing the door behind him, he began the tedious process of taking out his notebooks and writing materials, frowning when they felt a little heavier than they should have, and maybe even slightly brighter.

He looked up to check if his ceiling light happened to be on, only to find out that was a big mistake. The sudden movement gave him an unexpected wave of nausea and he stumbled back a little, barely holding himself up against the desk.

Woah, maybe he should take it easy. He did have a long day, perhaps he just needed to lie down for a bit and rest his eyes, he did feel kinda sweaty now that he was assessing himself more.

Carefully and slowly walking over to his rickety old bed, he let himself fall onto it, the squeaking of the springs feeling too loud to his ears, the bounciness bringing him yet another wave of dizziness.

He let out a groan, feeling his breath picking up a little as he tried to keep his lunch from earlier in him.

He was alarmed when he began to see black spots dancing in the corner of his vision, spreading a lot faster than he would have expected.

His last thoughts were that maybe he should have been more worried about the spider from earlier, in case it had been poisonous.

Chapter Text

He came in and out of consciousness through the whole night. At some point he distantly remembered his aunt and uncle coming in to call him for dinner, only to find him in his miserable state. They must have settled him into bed because a while after that he woke up feeling too hot and had to push the bed covers off of himself, only to bring them back up not long after when he quickly felt like he was freezing.

It was like a rapidfire fever, hot cold hot cold...his thoughts swirled giving him colourful visions and flashes, like a weird mixture between a kaleidoscope and a flash camera.

His body felt sore, like the school coach had had a vengeance on him and made him do pull ups all night or something.

He wasn’t quite sure how long he was in that state, it felt like an eternity, and he was convinced that he would either die or live the rest of his life in that uncomfortable nauseating pain.

And then one morning, it was gone, like it had never happened. He woke up, still feeling pretty exhausted after his body fought off...whatever that had been, and reached for his glasses in the dark.

His fingers felt the familiar shape and brought them to his face. He squinted, taken aback for a moment and disoriented when they didn’t regulate his vision, had he broken the lenses? Had they fallen out?
He pulled them off to examine them, only to confirm they were in perfect shape, but more than that, he could see them clearly, he could see every little detail, all the kinks in the metal and the scratches in the glass.

Peter had never had great vision, according to his uncle, it had been that way since he was pretty young, even before his parents had died. So it was absolutely ridiculous that he was having no trouble at all right now, and that when he looked up from the frames, he saw his room, clearer than ever, bright and detailed and vibrant.

The experience was almost surreal, he was aware of everything and nothing, his eyes felt like they were registering all the shapes, even the shadows and lights and how they bounced off of everything, feeding his brain an unusual amount of information about his surroundings, the movements.


“Maybe I’m still sick after all” He mumbled to himself thoughtfully.

But illnesses didn’t cure myopia did they? Then he remembered the spider, the bite in his hand.

Alarmed he quickly flipped his hand to see where it had been bitten, and saw only a very faded mark on his hand, the skin slightly pale still, like it had just been a bad mosquito bite.

Spider venom didn’t cure it either, he was pretty sure about it, but then again, there were far too many unknown species of spiders in the world, maybe there was one out there that could? But what were the odds of that? Or of one winding up in New York?

He wrung the wrist of his bitten hand nervously in thought. Maybe it carried some kind of virus? He should definitely look into it online.

As he got himself out of bed and peeled of his smelly sweaty clothes, thinking a shower was in order, he stopped abruptly and stared at his stomach area.

What had once been a pale looking flat tummy of a skinny teen, was now a bizarrely well fit abdomen, complete with a six pack and even the paleness looked a lot more healthy despite him just having been sick.

“What the…” he trailed off, hesitantly reaching down to touch his own midsection in a mixture of amazement and being weirded out. “..a spider bite... gave me abs?” He asked himself in disbelief.

In his disorientation he stumbled to grab his towel, which he should have switched earlier, but forgot, and wrapped himself in it so he could rush to the bathroom outside.

He vaguely heard his aunt and uncle calling him for breakfast but was much too focused on getting himself to a mirror so that he could essentially double check his eyes.

Locking the door behind himself, he rushed to the sink and took the towel off, eyes bulging at what he saw.

This was not the same body he had lived with for his whole life, nope. This was a bizarrely athletic body, the kind you didn’t just get over night that’s for sure.


Hesitantly, and hardly believing himself, he flexed a little, startled when the muscles bulged.

It wasn’t like he was one of those crazy wrestler type of builds, but more…elegant, like an acrobat or a gymnast he guessed.

“What is going on…?” he murmured to himself, reaching down the faucet to turn it on and splash his face with some cold water. Nope, still there. His new appearance didn’t change like a mirage. Actually now that he thought about it, he did feel a little sore, like he’d just exercised a lot, but it was gradually fading, like it was nothing.


Maybe he just needed to get that shower, eat something, then he could have a chance to wrap his brain around what was happening.

Once he got himself washed up and dressed, he made his way to the kitchen, where his uncle sat at the counter holding up a newspaper, his aunt was on the opposite side of him, eating some slices of an apple and drinking some tea while reading some kind of book on medicine, it wasn’t unusual to see her trying to keep up with the events in the medicinal world.

“Oh hey Pete, you feeling any better? You gave us quite the scare last night.” His uncle spoke up when he saw him approach and take his seat at the end of the counter.

“Hm? Oh, yeah. I think it’s over. Must have caught something on the field trip.” He answered distractedly, reaching out for some slices of bread and putting them into the toaster.

“Hell of a bug you caught then. You were sweating so much from the fever we considered taking you to the hospital”

“Was it really that bad? My memory of it is kind of foggy…” Peter admitted.


“Well yes honey” Aunt May spoke up, softly patting his forearm while still keeping her eyes on her book “if you can’t remember it clearly then it usually means it WAS that bad.”

“Right, well, I’m feeling a lot better now! In fact I feel like a completely new person!” He said, gaining some confidence now. Maybe this was a good thing. Imagine all the things Peter could do now! No more bullying, he could actually get his grades up in sports a little, which had always been the only blemish in his otherwise perfect record.

“Well that’s good to hear and all, but still try and take it easy today. Don’t want it coming to bite you back do we?” Inwardly Peter was smirking at how many bug and bite puns his uncle had accidently made already, if only he had known it was very likely a consequence of a spider bite.

“Yeah I know.” He agreed, jumping a little when the toast sprang up. For some reason it was as if the noise had been far louder than it should have, and the movement had made him jump slightly as a knee jerk reaction.

Fortunately neither of his guardians seemed to think any of it, and he reached out for his toast, setting it down on his plate and reaching out for the butter to spread it.

It was when he went to set down the knife that something else happened, something even more bizarre than the muscles: The knife was stuck to his palm and would not come off!

Worriedly he glanced at his aunt and uncle, who were still distracted with their newspaper and book, and didn’t seem to realize his predicament.

Carefully he grabbed the knife with his other hand and pulled, only to find it wouldn’t let go of its hand. That was weird, it was as if it were glued.

He tried to calm himself down without calling attention to himself, taking a quiet but long breath, and then suddenly, he felt the knife give, and pass onto his other hand like it should have from the start.

Huh…that was something he was going to have to experiment with more lately, in privacy maybe.

After that, there were no more strange incidents. He ate his breakfast with some more urgency, seeing as he was starting to run a little late, and made his way to the subway and off to school.

Like usual Ned was waiting on him by the school entrance, and they went in together to find their lockers. It was when Peter was changing out his books that something else happened, just as bizarre as the knife maybe.

He was just minding his own business, taking out his chemistry notebook when a sharp buzzing at the back of his head just…came out of nowhere, he felt the hairs on the back of his neck stand up, and his mind read a sudden urgency to move out of the way of…something.

If he hadn’t responded to it by instinct, the football that hit his locker would have found it's mark right on his head a second before.

He looked back towards where he assumed it came from, and saw Flash, looking pretty irritated, probably because he’d just missed scoring Peter’s head.

“Parker! Guess what time it is?” His scowl twisted to an amused sneer, as he approached the two smaller boys, his team of football players coming behind him with snickers and sneers of their own.

“Oh boy…” Peter murmured to himself, he saw Ned shrinking on himself a little beside him.

“Locker knocker time!” Flash announced, getting ready to push Peter into his own locker and effectively… well…you know how that usually goes.

“Flash! Come on! Class is about to start and-“

“Get IN Parker” Flash advanced on him, his figure was still intimidating, with him being taller and having a broader frame than Peter, even with these recent changes.


Just as he grabbed Peter by the front of his shirt and lifted him into the air with ease, they were interrupted.

"Ahem." The two turned in surprise to whoever dared stop Flash from his daily dose of entertainment, and were surprised by an adult. And we say an adult, because this was not any teacher Peter was familiar with, or the janitor.

The man had a vague air of a teacher however: He was tall, yet slim, sporting light brown hair, perhaps just on the verge of being a redhead, and most notably, had only one arm. "Mr. Thompson isn't it?" The man spoke as if unimpressed. "I had heard you might pose a bit of trouble, but I wasn't aware it was ...this kind. Please put down Mr. Parker and hurry to the classroom and we can forget this ever happened."

"I-I..." Flash's ingenious words of stupidism were inspiring enough to make his colleagues step back a little as he set Peter down on the ground again. "Y-yes sir! We were just playing sir! It didn't mean anything!" He hurried to say before turning tail and rushing off to their biochemistry class.

"Thank you sir" Peter hurriedly said, readjusting his shirt awkwardly.

"No need to thank me Mr. Parker. I was never very fond of High school bullies myself, believe me when I say I know the feeling." The man said, holding out his left hand for Peter to shake. "I'm your new biochemistry teacher, I'm temporarily replacing an old colleague of mine, your previous professor.I'm Dr. Curt Connors" he introduced himself.

"Ah! Peter!Parker!Peter Parker!" He hurriedly said, before embarrassingly remembering "b-but you already knew that, sorry. This is my friend: Ned Leeds" he introduced, gesturing to Ned who was somewhere between recovering from being gobsmacked shocked with what happened and in awe.

"It's an honor sir!" Ned said in a rush, moving to shake the hand as well, a little awkwardly at first as he had to remember to use his left to shake it.

"You wouldn't happen to be THE doctor Connors would you sir?" Ned asked "The guy researching into cellular regeneration?" Peter was surprised, Ned, while not by any means terrible at chemistry and everything involved, was not particularly as interested in the subject as he was with software development and robotics. But even more surprising was when the doctor actually nodded in confirmation.

"I'm pleased to know some of my future students seem to do their research! Yes indeed, I am that Connors, though it's not that big of a deal, we have yet to make any real breakthroughs."


"That's not entirely true sir, your papers on the evolution of cells and their mutation is -" But before Peter could get really into it, the bell rang, announcing the start of their first class.

"Ah, perhaps we should talk about it another time, how about for now I simply walk you boys to my own class?I promise we can find time later to answer any questions you clearly have." He said, gesturing for them to start their way.

"That would be amazing sir! I have so many!" Ned said ecstatic. Peter could already tell their new teacher was going to sorely regret this later.




After that, school went pretty much as normal. The new teacher had been great, and biochemistry was always one of Peter's favourite classes, so he was sure he was going to really enjoy it. Besides, Ned had good reason to have freaked out. Dr. Connors WAS a big deal, even if he said otherwise. Peter's own parents had worked in the field of cellular research and biochemistry as well, which had always fueled his curiosity to begin with.

Often times when he was younger, Peter would read his dad's notes on his projects, but at the time they were still a little too complex for him to fully understand. Still, they had been an inspiration, and although Peter hadn't looked at them in a really long time, he was sure he had a better chance at deciphering their mysteries these days. Maybe he should dig them up again?


In any case, the rest of the day went about as expected: Flash got some revenge by pulling a wedgie on him, they all laughed at his expense; lunch break was about as miserable as the school food, despite ned's best efforts to cheer Peter up with the prospect of getting a new lego set, and most of the remaining classes, though not boring, were hardly a challenge for him.

All in all, a regular day in the young Parker’s life, he got home as usual, with his head in the clouds, trying to remember where he had put his dad’s journals so he could check them out.

His head was so high up in the clouds he didn’t register Ben calling for him until the third time he did it, by which time he snapped his head around at attention.

“Ah! There he is! At last, thought I was talking to an evil robot personification of you!” His uncle joked.

“Sorry Ben, I was just-”

“Thinking, yes I know Peter, you’re always thinking about something in that head of yours, but right now I need you to think on that motorcycle in the garage you promised to help me with.”

Oooohhhh, oh fizzle sticks, he’d completely forgotten about it. Looks like his dad’s journals would have to wait.

“Sure Ben, let me just go put my bag in my room and I’ll meet you in the garage?” he suggested.


“It's a date” His uncle said in good humour, getting up to make his leave.

Although garages were kind of expensive in the city, it made sense to rent one for Uncle Ben due to his line of work. He needed somewhere that wasn’t his home where he could store all his work tools and projects, as well as somewhere where all the noise he made while doing said work wouldn’t bother anyone.

He even let Peter have a tiny corner of the small garage to run his own little chemistry experiments or to mess around with junk tech he would find every once in a while, so long as Peter agreed to help him out whenever he needed it, like with the motorcycle they had been restoring.

It was an old Harley-Davidson RL all the way from 1934! It didn’t look like much, uncle Ben had found its skeleton frame with barely anything clinging onto it in a scrap yard, but he insisted that he saw the potential still in it, and that they could revive ‘her’ into her former glory.

At first Peter didn’t see it, but he had to admit, with time and care, and the parts they had been slowly gathering to complete her, the motorcycle was starting to grow on even him.

He wasn’t that into motorcycles himself to be honest, but his uncle had a low key appreciation for them, so it was no surprise when Peter had asked what he was going to do with her when they finished, that Ben claimed he was going to keep her.
Peter hurried to put his things away, grabbing a hoodie to take with him, sometimes the garage could get a little cold, and if they got carried away with repairing the bike, then it was probably going to be late by the time they were done.

Chapter Text

Ben didn’t even look up when Peter came in, there were only so many people that could just walk in like that, so he didn’t bother.

“You finally ready to give your poor old uncle a hand?”

Peter snorted, not missing a beat and setting his hoodie aside.

“You’re not that old”

“Good to know we’re not at that stage yet then, think you can start having a look at those exhaust pipes and make sure they work? They probably need some cleaning anyway” Ben said, not looking from what he was working on.

“Sure, sounds easy enough.” Peter agreed, slipping onto the wheeled stool next to the working table where the said parts awaited him.

They fell into a comfortable silence, broken only by the sounds of whatever they were doing on the machinery and an old radio playing 80’s music.

It was days like these that Peter could just let himself be and not worry about anything, uncle Ben had a way to put him at ease, unlike his aunt who was more energetic and stressed, Ben had a calm about him that just seemed to spread onto others and make them feel at home and safe.

The hours flew by and neither noticed until an old repaired alarm clock started beeping on the second worktable, Ben had been using it to remind them to go back up before it became too late in the evening.

“Well, looks like that's going to be it for today kiddo, how’d you do?” Ben asked, walking over with a rag in his hands, cleaning away all the oil stains.

“Well, I’m nearly done with one of the exhausts, you were right, it did need quite a bit of cleaning, but its still in pretty good shape, nothing I can’t fix”

Peter told him, receiving a proud smile and a ruffle to his hair.

“Good to know, now come on, May’s probably planning to do dinner already, we need to get there before she actually considers trying it.” He said, gesturing for the door and grabbing his keys. “And put your hoodie on, even your scalp is freezing, geez. Maybe we should try and fix one of those old heaters for down here…” he mused as Peter hurried to follow after him, grabbing said hoodie on the way and slipping it on.

He hadn’t noticed with how focused he was on his assignment, but now that he wasn’t, he noted that he was indeed feeling rather cold, but they were getting to Winter, so that was to be expected right?

As soon as they were back home Ben made his way to the kitchen, quickly taking charge of it before his wife could attempt to, she was nowhere in sight however, so Peter guessed she was taking a nap. Some days her shifts were so long and tough she ended up taking catnaps whenever she could.

Peter himself went to his room, claiming he wanted to study a bit before dinner could be ready, in reality, he went to grab a blanket and began his search through some of the plastic boxes on top of his bunk bed where he kept some of his more precious heirlooms from his parents, among them, his father’s journals.

He took a few out, sitting down on his bed and getting comfortable by wrapping the blanket around himself like a cocoon, ready to start flipping through some of them.

A lot of the information on the first one he picked up was basic, or  well, basic to him, he was sure most kids his age wouldn’t make any sense of it. But it was mostly reminder notes and thought processes on his father's work, the interesting parts were the little notes he would write every once in a while, pondering a new possible combination for a particular purpose, or even to just see what would happen. Sometimes he would even have a second note with the results, most of which were apparently rather disastrous on his lab.

He had missed this, he couldn’t really remember his father very well, he had been six when he’d lost his parents, but growing up, one of the ways he had found to feel closer to his deceased father was through his journals, his things. Reading his words helped Peter put together fragmented memories, and he was pretty sure part of it he had made up, but it helped him cope with the absence.

He stopped briefly on one of the pages, surprised by the somewhat decent sketch of a spider on it.

His eyes lingered on it for a long time, before he shifted to the words.



Spiders are amongst one of the most amazing creatures in our planet! The unique substance they make, the silk, could have so many practical uses if we could just replicate it on a scaled up version! Imagine! Construction work! Medicine! Rescue Operations! If only I could actually figure out how to do it...that would have been great! It could have helped pay for our lab a little longer and fund more projects… As it is though I can’t seem to be coming any closer to having this project solved, and Eddy doesn’t seem that interested in helping out with it, says we should be focusing more on our bigger projects. He fails to see how beneficial to the world this could be.

I’m writing the equation I have so far anyway, just in case I can ever come back to it one day and try and solve the rest! Got to stay positive, especially these days!


Peter then moved down to the equation, considering it. It was complicated, there were several chemicals involved and some notes pointing out trial runs that had gone wrong and what to not try again, as well as some vague considerations for new possible solutions.

He set the book down for a moment, staring at the bottom of the top bunk in thought.

It didn’t sound impossible, difficult yes, but fun also. Peter could see himself using that one as his own little personal project, maybe if he could do it he could even market it and make some money, help out around the bills Aunt May and Uncle Ben sometimes barely managed.

Idly he raised his hand to rest on his forehead, only to pause when he saw the bite mark still on the back of it.

He frowned, lightly brushing it. Spider webbing huh? It felt somewhat appropriate, given everything that had been going on that strange week.

The sticking to things, the eye sight, the body...maybe...maybe there was more? If it had just been the body and the eye sight change, he wouldn’t have made as strong of a connection, but the incident with the knife sticking to his hand that morning had been a big clue, and he had to wonder if he was, maybe, just a tiny bit affected by that spider in more than human ways.

Sitting up and glancing at his palms, Peter clenched them and unclenched, getting up and walking to his desk, he considered the items on it, before settling on a regular pen he had lying around, and slapped his hand on it. Hesitantly he lifted it back up, but the pen didn’t come back with it.

Huh, so maybe he imagined the knife thing?Or maybe he had to think about it differently.

Taking in a deep breath, he slapped his hand back on the poor pen, and tried to focus, his nerves were getting more riled up, he took note of it and lifted his hand...and nothing happened again.

Frowning, he grabbed for one of his own notebooks, a scrappy old thing he hadn’t quite gone around to use yet, and grabbed the same pen to write down on it.



Spider effects:


Bulked up body, but not like, captain America standards? Still nice to be fit, didn’t even get winded when running to class today.


Eyesight healing? I’m not surem if most people see as well as I am seeing, the input from it feels a little too much. Got to find an excuse to not be wearing glasses anymore. Maybe fake lenses?


Sticking to stuff: Tried to focus on it but it didn’t happen, happened this morning though when making breakfast…


He paused his writing to think back into the moment. He’d been feeling pretty confident, with his physical problems apparently gone, he had been relaxed and enjoying himself. So maybe instead of focusing...he should be relaxing? Or enjoying himself?

Well, Peter was doing both things right now, he always enjoyed doing research, so…

He glanced at the pen on his hand, and slowly opened it, flipping it to let the pen fall, only it didn’t.

A sudden burst of excitement and euphoria roused through him and he had to let out an incredulous chuckle at the sight of it.

“Oh my god! This is amazing! This is…! I can’t even!” he said to himself “Wow!” he made to grab it again and scribbled again on the notebook:



Sticking to stuff: Tried to focus on it but it didn’t happen, happened this morning though when making breakfast…

Found the solution! I need to relax and enjoy myself or be excited for it to happen! Its like my focus allows me to let go, so whenever I’m not, I stick to things!

I need to experiment what I can do with this! The possibilities!


He stopped for a moment, thinking what he could actually do with it, well, never would another object drop from his clumsy hands at least.

Maybe he should test the other things as well, like the body changes, the clear ones anyway. He was more fit, so that meant he was stronger too right? But how strong was he?

Glancing around his room, he spotted a few of the container boxes in the corner, full of junk he used to recycle parts in his experiments. That was always too heavy whenever he had to move them around to get to something in specific, it would be a good test.

Walking over, he grabbed the first box, and was shocked when it felt like he was lifting nothing!

He leaned down and grabbed the bottom box, leaving the others on top as he lifted them all easily, and it still felt like nothing!

Setting them back down, he looked around for a more suitable test, but the heaviest thing in there that he could maybe try and lift was his own bunk bed, with the top being full of his stuff.

Once again he leaned down to get a good grip on it, and lifted, he felt the weight this time, but it was like lifting up a backpack with some light things in it.

“Holy shit…” He muttered to himself, carefully setting it back down, some small knicks and knacks falling down and rolling off. “I’ve got super strength…that’s got to be it, I got super powers...holy shit Peter you’ve got super powers, this is ...this is amazing! It’s like winning the lottery, except with your luck you never play the lottery” he rambled.

He wondered how much he could lift now? He would have to find a better place to test it out some other time, there was  no way he was trying anything else at home.

He scratched the back of his neck, still thinking things through when he looked at his hand, considering again.

With that much strength and sticky hands….could he what a spider did?

Slowly he walked to the wall next to his door, and laid a hand on it. His heart beat so loud in his chest he could even hear it, his excitement getting the best of him, he put the other hand on the wall, and pulled himself up, eyes widening when he could easily lift himself, his feet instinctually landing on the wall, and he felt them sticking just like his hands.

He took a few crawling steps up, going all the way to the ceiling, and then carefully maneuvering to continue on it, stopping only to look around his room and feel so overwhelmed he could barely stop himself from letting out a scream of excitement.

Peter had spider powers, things couldn’t have been cooler!



For the next few days, he didn’t tell anyone about what happened, he kept justifying not telling his aunt and uncle with wanting to know more before bringing it up, but a part of him knew that he also wanted this for himself, it was his thing, that no one could take away from him, or best him at.

So he’d been testing and cataloguing on his notebook what he could do. He quickly learned he had a much bigger appetite, and had rationalized that it was to keep up with his activity, especially when he was out trying out his strength in a scrapyard lifting cars and trucks like they were nothing.

He also learned the hard way that his sight wasn’t the only thing that got heightened: hearing, smell, touch even taste had been altered. Sudden bright lights could nearly blind him temporarily, too many noises could get overwhelming quickly and he had to drown them out with his earbuds and loud music...and he suddenly had a distaste for peppermint for some reason.

More importantly was the new power he’d discovered by accident when he was lifting some of the cars in the junkyard and one of the towers of junk had become unstable enough to fall on him. Or it would have if he hadn’t felt it about to fall before it even did and jumped out of the way.

There were other occurrences similar where, whenever he was in danger, he’d get a strange sensation on the back of his head that told him to move or else he’d be hurt. It meant he had a huge advantage at not getting hurt, though it didn’t exactly tell him what was coming to hurt him, or how to avoid it.

He liked calling it his Spidey Sense.

He had been in the middle of researching a little more into spiders, while in class, half paying attention to what they were supposed to be doing for their Cell study project. Ned was next to him, struggling with his notes on the sample he was studying through the microscope.

“I swear I this assignment would be ten times more interesting if we were studying samples of like, super hero cells or something. Or maybe even mutant cells, do you think we’ll ever get to study those in the future?” Ned chatted by himself.

Peter had been reading a particularly interesting thesis on spiders with a precognitive sense that allowed them to anticipate harmful events with enough time to avoid them, thinking it could relate to his new ability. It made sense, they got the feeling through their heightened senses, taking in alarming signs humans couldn’t even consider, without even thinking about it. Similar to when you would accidently bump into something making it fall and barely manage to react in time to catch it, but way more advanced.

“I mean, it would probably depend on each mutant, they’re all different after all. Would it even be safe to have their DNA  in a public space?” Ned kept on rambling.

“I see neither of you is finding this assignment very entertaining.” Dr. Connors suddenly spoke behind them, making the two jump a little. “And to answer your question Mr. Leeds, no, it would not be safe, and I doubt the government would ever allow it in a public school. But who knows, maybe if you ever work in genetics somewhere, you could get the opportunity.”

“Oh! Sorry Dr. Connors, it’s know...uncharted science.”

“I’m fully aware Mr. Leeds.” their teacher said with a chuckle, glancing at Peter’s laptop and his current search.

“Hmmm, spiders huh? Fascinating creatures aren’t they Mr. Parker.”

“Um...yeah, pretty weird, but in a good way” Peter responded awkwardly, resisting the urge to hide his research away.

“I know you think this assignment is kind of boring Parker, but you know, the blood samples we’re studying are from animal origin, none of these are from arachnids, or insects for that matter, they’re mostly lizards, but if you want, after you do this one, I can have you look at some spider ones I have back in my lab. They are truly fascinating to study.

“Oh! Um, sure Dr. Connors, that would be awesome!” Peter was more than interested, he hadn’t actually studied his own DNA since it had changed, but if he could get a sample from a regular spider’s DNA, maybe he could compare it to his current one and see just how much it had changed him, because he was pretty sure it was to a cellular level.

“Well then you better get started on that project, or you won’t have enough time to finish it today.” He advised before moving off to the next table.

Once he was out of earshot, Ned was back to his excitable self.

“Dude! You just got an invitation from Doc Connors!” He whisper squealed.

“I know!” Peter answered back, just as enthusiastic. He closed his laptop and got to work on his own assignment.

“Man we really gotta impress him now for the science fair!”

Peter had almost forgotten about the science fair, thankfully  he had his friend to constantly remind him of it.

“Oh man...yeah, we got to come up with something good!” He agreed readily “Have you had any ideas on what we should do?”

“Not really, I’d like to do something that combined robotics and chemical engineering…”Peter nodded at this. Both of them were good at robotics, but Ned excelled in the programming part of things, and Petter on the chemical engineering, it was the perfect fit for them to combine their gifts.

“Well, I was going through some of my father’s old research, and I saw something about making a specific compound, like a glue kind of thing, maybe it could lead to something, but I don’t know yet, might be too complicated to get it done for this…”

“Maybe, and I don’t think that many people would be very impressed with glue these days” Ned reasoned. “ But maybe we can do something similar? I don’t know, what is glue good for?”

Peter stared at him for a moment, wondering if his friend was asking for real “Right right, I know, tons of things.” Ned quickly corrected himself.

“I don’t know, maybe we can do something like, a cast making machine? You know for broken limbs and such? It could produce a fluid to harden around the limb, and harden accordingly?” Peter mused

“Oooh! Medical uses! Good thinking! Everyone loves those!” Ned agreed. “We would need to make a budget for it though…”

At this Peter tried not to wince, money wasn’t exactly something he came about alot. Sure he went to a good school, but that was mostly because his grades were so good that they could get financing help to get him to stay in it.

“We’ll figure something out” Ned ended up saying, noticing his friend’s discomfort at the mention of money. “Until then we can get started on the concept idea. Throw around some possibilities?”

“Sounds like a plan” he agreed, easily falling back to work on his blood sample.




The subject did not leave Peter’s mind though, even after Dr. Connors accepted his work and agreed to bring him some spider DNA next class for him to check out. He really wanted to do well for the science fair, he wanted to impress his teachers, and besides, the ones whose project won he fair, if they were good enough had a chance at entering the Stark Expo, which would be an absolute dream come true.

Peter had gone to it only once when he was very young. It had been after his parents had passed away, and he guessed Ben and May had felt bad enough still for him at the time and had made an effort together to save enough money to go to the convention.

He didn’t really remember all the details, but he remembered being excited about all the projects on display, and even Ironman himself showing up on stage.

But then there had been an attack and...well Peter couldn’t really remember that part so well, but he did remember facing off a wayward drone, stupidly facing it off with his fake ironman gauntlets and helmet on. It was incredibly lucky that the real Iron Man had showed up to shoot the thing before it had the chance to kill Peter. Ever since then he had been his favourite superhero in the few that had been slowly starting to rise and make a name for themselves in the world.

Not only was he a hero though, which in itself was beyond cool, but he was also an inventor, and engineer, and a brilliant man in any field he desired to study in really. His work was brilliant, and Peter had always been a little nerd for whatever small pieces of thesis came out from him.

He had to wonder what the man would have thought of Peter if he had met him today, with the powers he had. Would Peter have made a good hero? Nah, that wasn’t really him. Peter was shy, and a bit of a recluse, besides he was still a minor, which could probably cause problems if people saw him do what he could do. There was also all the mutant hate out there, and although he was technically not a mutant, he could only guess how that would end up biting him.

He did not want to deal with that.

His mind still on his project and his current money issue, Peter spent the rest of the day thinking about his options, and it always went back to his father’s solution for spider webbing...if only he could get it to work he could make some money off of was worth a shot, but in the meantime he would have to come up with a more short term solution.

Chapter Text

The answer to his problem came to him one late night, working with Ben in the garage tinkering away on the part he was currently trying to fix. With his mind constantly wandering around however, his attention got caught in one of Ben’s old posters decorating the walls: It was of a pro wrestler from some years ago, Battlin’ Jack had been his title.

With his super strength Peter had no doubt he could win a match, trouble was they would never allow a minor fight, so he would have to come up with some sort of costume to hide his age, and his face...he didn’t exactly want his aunt and uncle finding out about him getting into fights.

So, with what little money he DID have left, he got himself a hideous red hoodie and some blue sweatpants from a thrift store, along with some old swimming goggles and set to work.

It wasn’t his greatest product, far from it, but his resources were really limited, and he figured that once he started making money he could maybe improve it.

He had everything planned now, he would go out with the excuse of heading for a public library near one of the boxing rings he’d researched on, and say that he was just studying for their science project, which wasn’t a complete lie if he were honest.

He was ready to go, grabbing his keys from the small table by the door when he heard his uncle approach.

“Hey Pete, it's getting a little late, why don’t I drive you down to the library?” He offered, grabbing his own jacket. Before Peter could even get a word out he was already gesturing him off. “It's no trouble, I have to run some errands anyway, got to pick up some parts for a client.”

“Um...sure then, if you insist Ben.” He reluctantly agreed, his grip on his backpack tightening a little.

They made their way to the car, and the drive was quiet for the most part , until Ben decided to break it.

“So, this project of yours, its been taking a big chunk of your time huh?”

“I guess?” Peter shrugged, keeping his eyes on the window, not really wanting to lie straight to Ben’s face.

“You’re barely even around anymore, May’s starting to worry you might be overworking yourself. What with all the experiments you’ve been doing in your room, and the outings you go on after school…” Ben trailed off, his tone suggesting there was more to this conversation.

Peter scrunched up his face, glancing back at his uncle, incredulous.

“Are you...are you afraid I’m up to something? Like drugs or…?”

“I mean, if you were you’d tell us right?” Ben shrugged, trying to make it seem like it was no big deal.

“I am NOT doing drugs uncle Ben...or anything nefarious.”

“Nefarious now is it?” Ben chuckled for a moment. “Look Pete...I get it, your life is changing fast, you’re at a certain age where the world seems to move too fast for you to keep up with it, and it can get overwhelming-”

“Ben! I swear, it's not...I mean! Look, I’m dealing with it okay?” Petter huffed, starting to feel his irritation coming up again.

“I know Peter, it’s just that, these days, I hardly even know what the heck you’re working on, and the gift you have...your intelligence is a great power…” Peter instantly rolled his eyes, he’d heard this before.

“Yeah yeah...and with great power comes great responsibility, I know uncle Ben, you’ve said it like a million times. I got it.” He huffed as Ben made to briefly park near the library, stopping only so he could face Peter full on, but he wasn’t having it. As soon as they were parked Peter opened the door and got out.

“I’ll see you later Ben, don’t wait for me, I’ll take the subway back.” and then he closed the door.

He hurriedly made his way up the steps of the large library, hiding behind its doors and waiting before he dared to look out again, searching for Ben’s car: it was nowhere in sight.


Signing up for the fights wasn’t so hard, once he’d put on his makeshift outfit, no one questioned his presence there, and although he got some looks for being smaller and skinnier than most fighters, they still allowed him to sign up as “the spider”. Not the most creative of names but it would do, he wasn’t sure he wanted a career in wrestling anyway, this was a short term solution only.

To say everyone had been surprised with his presence in the ring, and even more so when he actually won, was an understatement. They had booed him at first, but now they were all over it and cheering him on instead, the presenter himself even told him the boss wanted to see him, that he’d have to collect his money from him directly.

It turned out the guy wanted to hire him as a more permanent fighter, and Peter would have said yes, if the guy hadn’t just cheat him off his reward money and demanded his identity to do a proper sign up. He wasn’t getting paid even a third of what he’d been promised, and he was pretty sure that after that night, other companies would be interested in him, so he took what little cash he’d made and took his leave.

On his way out, a guy rushed past him, he supposed it was just another angry wrestler wanting his money, so he ignored it and headed for the elevator. His hearing however picked up on a few strange things:

First there was an odd metallic click, then hushed words he really should have paid more attention to at the time, and then a scuffle. Turning around as he reached to the elevator and punched the call button, he saw the guy running back out, bag of cash in one hand, gun in the other.

Now Peter wasn’t stupid by any means, he was a good fighter, and had super strength, but as far as he knew, bullets could still kill him. So when the guy ran at him, Peter simply stepped aside, allowing him to run into the elevator and rush to get the doors closed for his escape.

“What the hell is the matter with you!?” the Manager shouted, running to him “You could have stopped that guy!”

“Excuse me does it look like I have a death wish?” Peter asked with some bite to his tone “And besides, it wasn’t my problem, maybe next time don’t rob people of what you owe them.”

With that, he took the stairs, not wanting to wait for the elevator again, and made his way out of the building for the first and last time.

Once he was out of his costume and back in the streets as a regular citizen, he took a moment to check his phone, only to find a message from Ben:


Errands took longer than expected, I’ll come over to pick you up at seven! Meet you in front of the library. Love you.


Shit, he hadn’t considered Ben would have come to pick him up, he had to hurry back to the library and try and come up with some excuse of why he hadn’t come out when it closed at 6:30.

As he hurried towards the building he noticed traffic was jammed, which allowed him to move across the street faster, but then there was also a lot of foot traffic, more than the usual New York had.

Then he saw the library, and a lot of people clustered around in a circle, watching something. Some police cars were parked nearby. Peter’s heart jumped to his throat in worry and he tried to move a little faster in between the crowds. As soon as he reached the yellow and black tape his jittery heart dropped right to his stomach as he recognized the figure on the floor, a cop leaning by it speaking to the bleeding man.

“BEN!!!” Peter screamed, rushing under the tape for his uncle, a cop tried to stop him but he simply dodged the man and nearly threw himself to his hands and knees next to his uncle, there was blood, so much blood, it was the most vivid color he'd ever seen.

The cop by Ben was putting pressure on a chest wound, where the blood was clearly coming from.

Ben’s breathing was ragged, like liquid was filling his lungs, and he seemed disoriented, but Peter’s voice must have reached him, because his eyes landed on him, and instantly softeneda sparkle of life still there.


“Try not to talk sir” The officer trying to help spoke, before glancing at the panicked boy. “You know this man kid?”

“H-he’s my uncle” Peter responded in a shaky voice, resisting the urge to reach for the man and hug him, settling instead for taking his shaking hand.

“I’m sorry, we’re doing everything we can, an ambulance is on its way.” The officer said, Peter vaguely read the little name tag identifying him was Jefferson Davis.

“W-what happened?” Peter asked, doing his best to keep his voice and emotions steady, to keep his thoughts clear.

“Car Jack, he appears to have refused and got shot for it, we’re taking care of the crook who took the car, but your uncle takes priority right now” The officer told him. “Do you have anyone you can call? Your parents?”

“I-I...uh yeah, my aunt, I live with him and my aunt” he said, about to reach for his phone, but Ben’s hand on his squeezed, gathering his attention. “Ben?”

The man looked at his nephew, seemingly out of strength as he fought with his own breath.

“P-Pete…” he stuttered.

“I’m here uncle Ben. I’m right here, you’re gonna be okay.” The boy told him, feeling like he needed to give that reassurance. Except Ben smiled, a sad kind of smile, as if he knew better and it crushed Peter's soul in ways he didn't even think possible.

“You’re a good kid Peter…” he struggled with his breath “Don’t forget that.”

“I won’t Ben, I won’t!” Peter rushed to assure him, feeling his throat tighten and his eyes sting, colour was draining from the man’s face.

His smile became more genuine, his eyes slowly closing, like they were too heavy to keep open.

“I love you Peter…” And just like that, without allowing the young boy time to be ready for it, Ben’s grip on his hand went slack, his face muscles resting.

“N-no...Ben...UNCLE BEN!” he screamed, hysteric now. He faintly heard the cop curse and check for a pulse, but he already knew. He couldn’t hear Ben’s heartbeat.

Someone let out a pained keen, where had that come from? Was that him? His vision distorted a little with the tears that leaked out of their own accord, his breaths short as realization dawned on him like a cold ice bucket.

“I’m sorry kid...he’s gone.” The officer said. Peter barely remembered anything after those words. He was led to a police car, and he had to wait in shock for a long time while they waited for someone to come pick up Ben, but Peter had no notion of time.

He vaguely remembered giving his name and address to the officers when they returned to the car.

When he arrived to his apartment building though he realized the most horrifying reality next to his uncle’s death: He had to tell May…

Officer Jefferson guided him up the stairs, all the way to his doorstep, and even when May opened the door in complete surprise to see Peter there escorted by said officer, he stayed to explain things to her, giving them what little support he could in the situation.

“Anyway mam, I’m really sorry again for the situation.” He spoke across from them as they sat on the couch, holding onto each other. “I’ll make sure you get notified when we know more about the guy who got away with the car. I swear he will end up in jail, this was messy, amateurish, the guy’s not going to last long without getting caught.” he assured them.

“Thank you Mr. Jefferson, we appreciate it…” May said a bit shakily, rubbing Peter’s arm absentmindedly.

“Don’t mention it mam, I wish we could have done more.” He said, getting back on his feet and putting his hat back on. “I should get going and join the others on the search. Mrs. Parker, Peter. Try and get some rest, we will keep you posted.”

And with that he was gone, leaving the two to sit quietly in their suddenly all too cold living room, huddled to each other and mourning.

Peter could still hear him outside, talking to his partner.

“How did they take it?”

“Like everybody else does when this that kid’s only about five years older than mine…” Jefferson muttered.

“Well, we got some reports, they spotted the car the guy stole, we’re supposed to rendez vous with the other guys on the docks, apparently the guy’s hiding out somewhere there, likely a warehouse.”

“Right, let's do this family some justice then” Jefferson said, before the two walked far enough away for Peter to not hear them anymore.

The guy was in hiding, if he succeeded, it was likely the cops would lose track of him...and he would never pay for taking Ben’s life.

A sudden anger filled Peter’s heart, like nothing he’d ever felt before, and he pulled away from May.

“I-I think I’m going to my room...I n-need some time by myself...okay?”

“Of course Peter...try and get some rest.” May said shakily, barely keeping her own sobs at bay, and he knew it was just for his sake.

“I’ll try” he promised, and he would, right after he did what he had to do.

He grabbed his backpack and made it to his room, barely containing his obvious need to go until he closed the door. Once he was sure it was safe and may wouldnt come after him, he took his outfit out, and rushed to put it on. That murderer was not getting away, not from him, not after taking Ben away.

Chapter Text

Chasing after the police car was a little trickier than planned, but with his speed and strength, he managed to follow after them over the buildings, the traffic thankfully making them slow enough for him to keep up.

They came to a stop by a warehouse, which was surrounded by police cars, they were trying to coax the criminal out it seemed. Peter didn’t want to wait though, so he managed to sneak his way into the building, landing on its roof and crawling in through a broken window.

It was dark and dusty in there, the place gathering all the trash from whatever they stored here every once in a while and moved back out again, as it often did with storage locations.

Using the old beams on the ceiling Peter crawled across the top floor, focusing on his hearing, narrowing it down from the cops outside to the single heartbeat in the building other than his own, who beat fast and scared.

Good, Peter thought, the guy should be scared, what he’d done was unforgivable, and he was going to have to answer for his actions.

He found him by the windows, hidden from sight, but paying attention to what the cops were saying, Peter wasn’t even listening to them at this point.

He jumped down to the floor, startling the murderer, his pose rigid with barely contained anger as he advanced on the vile creature that dared call himself human.

“What the hell are you supposed to be?!” The man yelled, quickly pointing his gun at Peter. His spider sense warned him in time as it always seemed to be however, and he easily swatted the weapon away, taking some satisfaction at how the man winced in pain, grabbing at his hand as if the blow had actually broken it.

“P-Please! Don’t kill me!I’ll turn myself in!Just give me a chance!” The man begged just as Peter was inches from his face.

“Did you give Ben Parker a chance!?” Peter yelled, his rage surfacing. “DID YOU?! Did you even listen to him when you stole the car from him? Did you even think before you SHOT him?!” He grabbed the man’s shirt and hoisted him up, slamming him into the wall, further into the light so he could fully see the man’s face.

What his saw however would burn in his memory for ever. He was shocked to find he recognized the face, he knew exactly where from.

It was the same man he’d let past at the fighting arena, the one who had stolen the money.

The horrifying realization that all this could have been avoided, that Ben could still have been alive if Peter had just been a decent human being, if he had done right and stopped the guy.

That it was all his fault.

His grip on the man slackened, letting him fall to the floor and cower in fear.

“ can’t be should have…” Peter backed away, hands on his head, his emotions overwhelming him as everything seemed to collapse into a giant cluster of guilt inside him.

He only registered the man had moved when his spider sense warned him of danger and he twisted to the side to dodge a bullet.

He turned to see the man had recovered his gun and had it aimed at him, ready to take another shot at him.

Peter was faster though, rushing forwards and sending a kick into the guy’s gut, throwing him back a few feet, he didn't stop there however, rushing to punch the man across the face, hard enough to render him defenseless, but not enough to knock him out, he wouldn’t give him that satisfaction.

He took the gun again, thanking his lucky stars he had his gloves on and proceeded to throw it out the window where he knew the cops were still stationed outside.

He then rounded on the man again, who whimpered, trying to crawl away from him.

“What are you?!” He wheezed, his nose bleeding, likely broken.

“You are going to go outside and hand yourself over to the cops” Peter told him, surprised at how firm his voice sounded “ You will tell them what you did, confess to your crimes and go to jail, if you don’t, I WILL find you, and it will be a lot worse than jail, I promise you that.” he threatened.

He watched the man quickly nod, scattering to his feet and hurriedly make his way out of the building. He waited, going to the roof to observe as the cops took him in with complete shock and surprise.

Once he saw the cuffs being put on the man’s wrists and his head shoved inside the car, he relaxed a little, taking a run and jumped off to the next roof, ready to make his way back home.


Even after the thief was caught, Peter didn't feel satisfied, the anger was still there, but lesser, and the pain was just... overwhelming ...things became...hard, after that night. May had retreated into herself more than Peter had ever seen her do, not that he was making a huge effort to get her out of it anyway, as he knew he was doing the same. It still worried him, especially when she started skipping on some meals. Most of what they ate was ordered now, as Ben had always been the cook of the family.

Peter knew how to cook some simple things, so he made the effort when he could, but it was still hard to make May eat.

She would go to work, like it was the only thing that made sense to her these days, and she came back she would usually lay in the couch, or go to sleep in her bedroom.

They still shared moments of course, mostly in silent companionship as they worked through their grief, huddled together in that couch, the tv on just for the sake of having some background noise, the silence was too heavy if they let it settle.

Like her, Peter had been focusing on his studies, using them as something that could just fill the time, instead of allowing himself to think about the atrocity that had hit their little family.

His dad’s formula had been a good distraction, he was getting close to figuring it out, he just needed to run some trial tests, which he’d been secretly doing at school after classes. It was actually shocking how easy it was to sneak into his chemistry classroom and picklock the chemicals cabinet.

The issue he was having the most was on late nights, when he couldn’t focus on anything, and couldn’t sleep, he would think of Ben, and all the memories and emotions would tackle at once, Ben’s last words echoing in his mind, consuming him.

He’d decided not to continue his very short career in wrestling, it just felt wrong to him now, like a mockery of the gift he was given by fate.

He didn’t really know what to do with it anymore, but whatever he ended up deciding, it would have to be something his uncle would have been proud of him for.

The answer came to him one afternoon on his way back from school, and honestly Peter felt stupid for not having thought of it beforehand.

He was crossing a few streets with some of the shadier alleys of queens, hurrying on his way back, as it was already starting to get dark when he heard a muffled scream.

His hearing being what it was now, he was sure nobody else would have heard it, so when he came up to the next alley and turned to look, he saw a woman being shoved against a wall by a large man who held a knife to her face and was practically breathing in her scent.

Instinct had simply taken over, Peter didn’t even think about it before he ran forwards and rammed straight into the guy’s side, throwing him off several feet further into the alley.

The disheveled woman looked at the young boy, absolutely shocked that such a tiny human had been able to throw off a large thug off of her.

“Go!” Peter yelled at her, gesturing for the other end of the alley “call the cops! I’ll hold him off!”

“But you’re just a kid! Come with me!”

“Just go! I’ll be fine!” Peter insisted, watching as the man was getting back to his feet.

“T-Thank you! I won’t forget this!”she said, and he was thankful when the woman’s fear had taken over and she made a run for it, leaving him to take care of the man. It didn’t take much, a single punch and he was out like a light.

He stood there for a moment, staring at his own fist, clenching it tightly as realization dawned on him.

All his power, what it could mean for the world, he had a chance...a chance to make it better, what better way to honor his uncle, the man that had given Peter so much light in his life, by sharing it, by protecting those who couldn’t and inspiring them to stand up for themselves, by showing the ones who were in the wrong, the right way to go about life, by avoiding anymore nephews losing their uncles. In that moment, Peter knew what he had to do.


Becoming a hero did not happen from day to night however as Peter worked on upgrading his trashy suit, focusing on the lenses especially, and most of all, he worked harder than ever on his father’s formula.

He was so shocked when one of his attempts blew up in his face once, that he took several minutes to realize that it had done so in a different manner, spreading his room with what appeared to be giant spider webbing, except it obviously wasn’t, but the look was there, as was the purpose...he soon found out he had essentially stuck himself to his chair and was resumed to either rip himself free or find out how long it would last.

Thankfully it had been a very diluted solution, so it had only lasted for about 15 minutes.

After that he had to work on some sort of springing system, nothing too complicated, he managed to make a pair from various parts, somewhat grumbling that he had to use some old nerf guns he’d found and recycled from.

Once web shooters were done, web formulas tested and produced, and outfit upgraded, Peter was ready.

His first outing hadn’t been much to talk about, other than people gasping in surprise when they saw him, some even outright screaming.

But as he went out more and more, he learned where to look, started taking down some muggings, some shoplifters, gave directions. It was going fine!Great even!

Ok so maybe it wasn’t the big scandal that Iron man had been when he announced himself, or the return of Captain america, but Peter was steadily making a name for himself in Queens!

Word of a “Spider-man” had begun to spread, rumours of him, sighting reports, even some journalist had gone around and interviewed a few people who claimed to have been rescued by him.

It didn’t fully lift the weight from his loss, but it made him feel a lot lighter, prouder, thinking that wherever he was, Ben would be happy with what he was doing.

As the weeks moved on, Peter became almost obsessed with being Spider man, his good mood influencing the environment at home, apparently helping May herself get back on her feet, albeit she was still taking her time, which he completely understood. But it was easier to help her when he felt better himself.

And then at school, everyone was talking about the new super hero. There was yet to be any clear photos of him, and all the videos were quite blurry with how fast he moved, but he existed! He mattered!

Peter made sure to never stick around long enough for them to catch a good look at him, he intended to keep his identity secret after all.

He wasn’t stupid, with what he was doing, people would come who would want a chance to hurt him, and put his loved ones at risk.

Plus, unlike Tony Stark, he wasn’t a big fan of being in the public eye, and the normalcy of being just Peter Parker was sometimes a relief from all the attention he was now getting as the web slinger.

The only downside of all this? Well, for one, he couldn’t sell his web formula now, as it would give away his identity, and he felt it was more honorable to use it as he did, than to just sell it out to the world. The other downside? He couldn’t make any money now that he quit the wrestling career, and That science project wasn’t going to magically make it self.

“Maybe you can ask Dr. Connors if there's any paid internships at his lab or something?” Ned suggested over lunch, his mouth half full of the sandwich he was eating.

“I don’t think they pay high school interns Ned…”Peter mumbled, idly shoving his mashed potatoes around the plate with his fork.

“Well...what else can you do? Maybe you can find something in fixing computers? Put an add or something on the school board?”

“Maybe…” Peter pondered, except that kind of job usually involved in investing in parts, which he couldn’t do. He was almost out of the money he’d made from the wrestling, having spent most of it on his upgrades and in making web fluid.

“ you think all superheroes are rich?” Ned blurted out randomly.

“What?” Peter was taken aback momentarily.

“Well, you know, with all the time they spend hero-ing, and all the money they must spend on gadgets and suits and stuff...they must have a lot of money. Maybe they’re paid for it? Like that spider man guy! Dude’s almost always out there on the streets! More so than the avengers!Or even that Daredevil dude from Hell’s kitchen”

“I don’t think Spider man’s rich Ned…” Peter snorted. “If he were, he wouldn’t be wearing that outfit.”

“Eh, you have a point…” Ned conceded. “I’ve been trying to get a good look at it actually, but none of the shots are really good...even the newspapers are hiring for photographers who can get a good picture of him.”

“Wait what?” his head snapped up, his interest piqued.

“Well, yeah, didn’t you read the bugle this morning?”

“Who still reads newspapers?” Peter asked, scrunching up his face in question, to which his friend shrugged.

“I do, the subway can get pretty boring, it's a good pass time!”

“ you say they’re hiring people to take pictures of Spider man?”

“Yeah, the dude’s crazy evasive, so there's a huge demand right now.Why? You think you have a shot at it?”

“Maybe...I have uncle Ben’s old camera…” Peter mused, already thinking of how he could set something up to take pictures of himself while out on patrol. He inwardly laughed at the idea of making money by taking selfies.

“I mean, worth a try, but you haven’t done photography in so long…”

“Eh, it's just like muscle memory Ned” His friend scoffed.

“No its not.”


And that was how, later that night, Peter found himself setting up the old camera on random rooftops or window sills, and then swinging past it just as it would shoot. It took a few trial runs, the first ones coming up either blurry or with bad compositions.

He was in the middle of reviewing some of the most recent ones he caught, when his spidey sense went off.

Which couldn’t possibly be right because he was on top of an office building, nobody could reach him up there!

He tried to ignore it at first, he wasn’t 100% sure if it was something that was always right, but he couldn’t really see anything wrong going on, but then again it had happened before in some situations where he couldn’t immediately find reason for it, like when leaving the house, or when about to eat some of May’s food...okay maybe that last one made some sense.

It was only about a minute later where a resounding boom shook the building so violently he nearly fell off the ledge he’d been sitting on.

He jumped to a different building, setting down his camera somewhere he thought it would be safe, before looking back at the building.

It was a federal building, which is why he had picked it to rest before, since there wouldn’t be any people in it at that hour.

He watched as another explosion seemed to go off inside the building, the lights flashing inside one of the floors.

There was a commotion going on inside, and he was about ready to jump into action when a figure literally crashed through one of the windows and shot into the sky.

“What the..” he muttered to himself, before remembering to chase after it, clearly this guy had broken in and ran off with something! But more importantly, the dude was FLYING! And judging by the occasional reflections off of his suit, he was wearing metal armor of some kind.

Surely this wasn’t Iron man, but how many other people wondered around the city in a flying metal suit?

He swung a few roofs, starting to doubt his ability to catch up when he noticed the guy slowing down and looking back.

Now that he was actually standing still in the air Peter got a better look at him: his armor was silver and purple, and definitely not in the same aesthetic as Iron man, in fact, he would have been closer to looking like a bug rather than the Iron armors.

Peter took a high jump, swinging low enough to gain momentum and throw himself back up to the tallest building nearest to the dude.

“Hey! Peaceful evening isn’t it? So uh, I’m not usually one to judge a book by its cover and all, but you wouldn’t happen to be rescuing abused kittens from a lab or something would you?”

The guy remained silent, as if studying him for that long moment. Peter tilted his head to the side, wondering if there was even a person in that suit. It could have been a robot...robots were a thing right?

Then his spider sense went off again, and his eyes widened as the guy lifted his right arm, aiming at him, a compartment on the forearm opened and a tiny missile looking object came out.

He just barely managed to jump off of the roof as it shot off, exploding on top of it.

Before he could fall too far he shot a web and managed to hit the guy’s foot, successfully holding onto him as he made to leave again.

Unfortunately...that meant he would leave WITH him, and he was suddenly jetting across the sky as the guy - he really needed to find a codename for this dude- tried to shake him off.

Peter was quick to pull himself up his web until he could reach the guy.

A blade came out of his other arm and he had to go through the awkward and risky process of evading and climbing the rest of the guy, focusing on grabbing on and prying at the metal boots he wore.

If he could just get access to the mechanisms inside, maybe he could disable the jet boots.

Had the guy been on the ground instead of several feet in the air, this would have been much, much easier! As it was Peter could barely get enough time to manage his strength so he wouldn’t just tear the guy’s leg off.

The minute he had the panel open he was faced with a ridiculously complex set of wires and mechanics, he could hardly focus on it long enough before he had to block another blade swipe! How was he supposed to do this?!

“You know what? I just realized that wasn’t actually a lab, more like a lost and found for all the alien stuff and the baddies messes. So what was it you were looking huh buddy? You lose your keys to your escape pod or something?” He quipped, grabbing a fuel cable and yanking it, the liquid falling out and splattering all over them and down to the street. No fuel? Not jet boot.

This however proved that he hadn’t quite thought his plan through, as the two suddenly went careening off balance towards the streets, one jetboot alone was not enough to keep them stable and they semi landed in a horizontal line, crashing into a car’s roof and bouncing off it and onto the street.

He was pretty sure he got roadburn on his back, but he didn’t have time to take in all the injuries he’d just gained, his foe was already getting on his feet.

“Seriously, what’s the deal? Return what you stole and hand yourself in man! I’m not going to stop until you do!”

They stared off at each other, the man’s green lenses reflecting back his own white ones.

“Nothing? Really? What are you mute? Or are you actually a robot? You move too fluidly to be one. So I’m kinda going with mute here” He rambled “Come on, one spider to a...bug...thing...butterfly?Dragonfly?No Beetle! Yeah you look way more like a beetle! So Beetle, what’s it gonna be?” He asked raising his pose to a defensive one he’d seen some wrestlers use.

His answer came in the form of the shoulder pads shifting to reveal some form of glass, a pair of speakers coming from the back part.

The next thing he knew he was being blinded with bright lights, and a powerful sonic sound hit him so bad he fell backwards, hands desperately covering his ears as his senses were overwhelmed to a point he’d never experienced before.

It must have taken him a long time to recover, for when he finally managed to see again and get his bearings, Beetle was nowhere in sight, it was just him in the middle of the street, and the faint honking of the taxi right next to him, trying to get him out of the way.

Beetle had gotten away.

Feeling defeated and thoroughly humiliated, he made his way back to pick up his camera, he would usually investigate the building and verify what had been stolen, but bigger heroes were actually allied to Damage control, so he was sure they would be able to do a much better job than he could. Besides, he felt too humiliated to return empty handed.

By the time he was home it was way past midnight, and he could hear May’s soft breathing coming from the living room, the tv still on, playing the news as it was.

He was quick to change into his PJs and made his way out, making sure to cover all the new bruises from the fight.

The lights were all off, and if it weren’t for the TV he wouldn’t have been able to see May sleeping on the couch.

On the TV a news reporter was speaking.


“We’re here at the sight of the robbery, but so far, the Damage control division of Queens has refused to give any word on what exactly has been stolen, and reports state from eye witnesses that the new vigilante of Queens Spider-Man was seen at the sight earlier, chasing after another unknown figure at the time of the robbery.

Whether this was a joint effort to steal whatever was inside, or the new vigilante trying to stop a high profile thief is yet to be known.

As for the representatives of damage control, they have yet to make an appearance, although reports state that for the Avengers part it should be unlikely as they were earlier seen out in DC to negotiate the terms of the Accords.”


Peter stopped listening at that point, he really didn’t want to think about the accords and what they would imply to his newfound hobby.

Instead he leaned down and gently shook May’s shoulder, whispering softly to her.

“May...May come on, let's get you to bed okay?”

“Hmm? Oh...oh! Peter! When did you get home sweetie?”

“Some hours ago” he lied “ I let you sleep for a bit, but I think it's best you get into your bed now, or you’ll have a pretty sucky shift tomorrow”

“You’re a sweetheart Peter” she said with that warm smile of hers. Even fragile as it was these days, it still comforted him to see it.  “All right, I’ll get to it, but you need to go to sleep too young man. What were you doing until now?”

“ know, studying.” He shrugged, trying to make it seem like it wasn’t a big deal. He had locked his door before going out earlier and said to may that that was what he was going to do.

“Hmm… your father’s journals again?” He froze at this, surprised that May would bring that up. It must have shown on his face for she shook her head, looking a bit amused. “I’ve seen the mess on your desk Peter, that isn’t school work.”

“No…” he admitted “it isn’t. I’ve been working on some of the formulas on his journals, I’m trying to come up with something for ah...the science fair project.” Well it wasn’t a complete lie, it’s just that he’d come up with something even better than that, but he couldn’t exactly tell May he could now fabricate spider webs.

“Ah, I guess that means you will be disappearing into your room more often then” it wasn’t really a question, more like she knew that was what was going to happen.

“I’ll still be here for you May, you know that right?” He asked, hesitantly watching as she adjusted the pillows and blankets on the couch.

“Oh I know. Don’t worry. I’m not insulted Peter, just remember to come out for meals, you’re a young man after all, and you are getting far too skinny, seriously, I swear you eat like an ox but you’re still almost skin and bones” she poked his side playfully.

Peter did his best not to flinch, truth was, he could never seem to satisfy his hunger anymore, he had a suspicion his metabolism had increased and was demanding a lot more food now, but he couldn’t do that. It wasn’t like they were rich, and May had to pay for everything on her own now.

“I’ll try and be better at it” he promised as they turned off the tv and started heading to their rooms.

“Good. Good night sweetie” she said, leaning over to kiss his messy mop of brown curls. She scrunched up her nose however and stepped away. “And maybe take a shower before you lie down, you’re all sweaty.”

“Oh! Right, yeah, I’ll do that. Good night May” she gave him a little wave before closing the door of her room behind her.

Chapter Text

The next morning at school, he felt like was crawling through sludge. His body felt slow and sore, he wasn’t used to getting the crap beaten out of him in a fight, usually muggers and robbers didn’t have a chance of even getting a hit in, but last night’s guy just had to be a pro.

So now Peter was reduced to the consequences of his nightly vigilantism.

Ned had been yammering in his ear all morning about this or that, but Peter wasn’t really listening, just giving him a nod or a vague noise of agreement every once in a while.

That was until Ned poked him in the forearm, right above one of his worst bruises from blocking so many blows, and he had to hold back from jumping away in alarm at the pain.

“You okay dude?” His friend asked, concern etching in his features.

“Uhh..yeah, yeah sorry, you just kind of startled me there.”

“Looked more like you were in pain.”

“Um..kind of yeah, I fell down the stairs this morning, hurt myself a bit, nothing serious, you just kinda poked a bruise.”

“Oh! Oh man sorry!”

“Its fine, you didn’t know.” He excused easily as they entered their class with Dr. Connors, thank god he had always been a clutz pre-bite, it made his lies believable now.

“So, when were you going to tell me?”


His friend however rolled his eyes and reached down into his bag.

“Spider man duh!” he fumbled, looking for something in it.

Peter’s brain went blank, his heart thundering inside his chest like it wanted to leap out and crawl up to a rooftop.

“Uhhhhhh” was his highly intelligent answer, his mind was so alarmed he couldn't form a coherent answer.

Ned sat back up, bringing with him a newspaper, Peter’s eyes quickly shot to the bright red and blue figure on the front page.

“The daily bugle? You know, the photo YOU took and won the award money for?!” He said, gesturing the open paper in his face, and pointing at the name in the corner.

“Wait, they accepted it!?” Peter asked incredulously, taking the paper from his friend’s hands in a hurry. Thank god, Ned didn’t know.

“You didn’t know?” Ned asked in bewilderment, his left eyebrow raised. “Well congratulations then!”

“I sent these last night!I haven’t checked my email is amazing!” Peter said, feeling like a tiny weight was lifted from his shoulders, that is until he read the headline:


Spider man and his new associate pillage sensitive materials from the federal union!


“What...Spider-man wasn’t stealing! That’s slander! He was trying to stop the guy from getting away with the stolen goods!” Peter complained, slapping the paper with one of his hands, indicating the picture as if it were the perfect proof.

“technically its libal, and I mean, we don’t ACTUALLY know that…” Ned started.

“I do! I was there to take the picture! I saw it!” Peter insisted, pausing when his friend raised a hand to calm him down.

“Let's take a minute just to reflect on how cool it is that you actually got to see Spider-man in action AND took pictures, to let me continue what I was going to say: we don’t know what happened, I agree with you though, I don’t think a guy that’s spent the last few weeks doing good deeds around Queens would have suddenly turned to crime like that, but you can never discard all possibilities. We’ll have to see in the next few days I guess, if he shows up again fleeing the scene with this guy, then maybe. But if he continues to do hero work instead, then I think it’ll be pretty clear he’s not involved.”

Bless Ned and his good heart, Peter could have almost cried.

“’re right. Still, it's kind of a jerk move that this Jameson instantly assumes he’s guilty.”

“To be fair, the whole situation kinda doesn’t put him in a great light.” Ned countered, and Peter was reluctant to admit he was right. “How did you do it anyway? Wasn’t it like super late at night?”

“ kinda doesn’t know about that so...try and keep it under the radar? I’m just trying to help out with money at home and for the science fair project you know? With...with uncle Ben…” he couldn’t finish, feeling the tight knot in his throat “’s just been a bit hard, and I want to help. But she’d worry if she knew I was out late trying to get a good picture of this guy.”

“I guess...but you have to promise to be careful man, this is dangerous stuff! I mean it's fine for heroes and its cool, but you’re just human.”

“Trust me Ned, I’m all too aware” Peter told him just as their professor came in.

Ned seemed to want to ask something else, but Dr. Connors began to talk at that point, so he remained silent instead.

For the most part these classes had been uneventful as they continued to study blood work from lizards, they had to hand in an assignment about their research in a few weeks, but Peter had most of it done already, he just had to do a few more readings to be sure of what he was writing down so he could fully back it up.

They were halfway through the class when Dr. Connors came by their table, checking on their progress.

“Ah! Parker, I have something for you, I know I promised it sooner, but I’m afraid something came up at my other job and I couldn’t bring it , but…” he held up a microscope slide with small specs on it. “The DNA I promised?” he told him once he saw Peter’s confused expression.

“Oh!” He had completely forgotten about it.”Thank you so much Dr. Connors! You really didn’t have to!”

“Nonsense, whatever excuse I can get to expand the horizons of a young mind I will take.” He said, setting down the protected microscope slide. “Just make sure it doesn’t distract you from your current work.”

“I won’t sir!” He promised quickly.

“How is it going by the way? You seem to be doing pretty well.”

“Well, I’m fairly sure I’m almost done, I just want a few more results to backup my assignment.”

“Oh?” Dr. Connors seemed intrigued. “Do you mind if I have a look at your notes then?” He asked, motioning for Peter’s notebook, which he usually had out open next to him when doing this kind of work.

“Um...sure. I mean, it’s a bit messy.”

His teacher didn’t seem to mind however and began reading through his notes. He watched in tense silence, observing as the man’s eyebrows furrowed at start, and then slowly and steadily made their way up his forehead.

“This is...impressive Mr. Parker...your theory on the manipulation of a lizard’s genetics for medical purposes isn’t exactly new, but the way you’re going through it...and these half formed formulas…”

“W-well, those are all theoretical of course, I haven’t exactly been testing them or anything.” Peter hurried to say. “They’re just meant to stay theoretical.”

“Well, even if they are, these are pretty impressive, if you ever decide to follow a career in genetics I’m pretty sure you’d have a future…actually your work thought has crossed me before, but I wasn’t sure.” He said, getting Peter’s curiosity now. “Are you by any chance related to a Richard Parker?”

Peter’s heart jumped to his throat, he had not expected that question at all.

“, actually, he was my father.”

“I thought as much, but I didn’t want to assume.” Dr. Connors said, setting down the notebook. “Richard was an interesting man, brilliant in the field, I would even say ahead of his time.”

“You knew him?” He was definitely interested now, he had never really met anyone who had known his father, well not after his death anyway, he was sure he had known some before then, but he couldn’t really remember.

“We were acquainted” Dr. Connors corrected “We even worked for the same company at one point, but different research divisions.” he explained “But as curious scientists we would check each other’s work, every once once in a while of course. I assume he’s been teaching you, for you to be this advanced?”

“Ah…”a painful jab to his heart made him hesitate “No...sir...he um...he passed away when I was six...him and my mother, I’m mostly self taught.” He didn’t think telling him about his father’s journals was such a good idea.

“Ah” a sorrowful expression crossed his teacher’s face. “I am sorry to hear that. I’m sure he would be proud of you then, to be this advanced when you are mostly self taught.”

“Thank you sir.” And he meant it, it truly did help to know he would have been somewhat proud of Peter for his achievements.

“Anyway, keep up the good work, I look forwards to reading your assignment. Enjoy your spider sample.” Dr.Connors said, before moving on to the next table.

Peter started off after him for a long moment, before Ned’s voice brought him back to reality once again.

“Dude...that was so awesome, and simultaneously awkward…”

“I’s...kind of weird? But nice?” Peter agreed, switching his lizard sample for the new spider one, he was curious to see what he had there.

“I guess it would be, and you heard him! You have a future in genetics!That’s so cool. I mean it wouldn’t be my choice, but I know how you like the stuff.”

“Mhmm…” Peter said distractedly, gazing through the microscope, pausing only to take some notes on what he was seeing.

Ned seemed to take that as his cue to get back to work, so Peter continued, and when he was sure his friend wasn’t paying attention, he grabbed a new slide, and discreetly pulled up his sleeve enough to expose one of his many cuts from the previous night, which had scabbed over.

Holding back a wince, he scratched it open just enough for a drop of blood to fall on the slide, and proceeded to prep it for the microscope.

What he saw however, startled him. That...that couldn’t be right. He checked the slide again to make sure he hadn’t done anything wrong and looked again, but nope, it was still there.

He had half expected to find similarities to the spider DNA sure, and they were there there.

But more alarmingly, there were signs of radiation. Holy shit his blood was radiated.

He quickly took the slide out and proceeded to clean it to his sleeve, hoping to get rid of the evidence.

No one could come in contact with his blood until he knew more, and the school microscopes, as advanced as they were for a school specializing in science, were not meant for this kind of thing. He’d need a more specialized one.

Until he could get access to one however, no one could come in contact with it, he didn't even know if HE was dying.

Oh man could this give him cancer? He couldn’t exactly go to a doctor for this!

These thoughts and more invaded him for the rest of the day, his mind too preoccupied with the possible consequences of his powers.

He needed answers, and the first one was to figure out where a freaking radioactive spider had come from. His only guess was Oscorp, as it had been just shortly after his field trip there, and it was the only place he’d been to that could have been able to even have something like that...come to think of it he remembered seeing spiders among their animals…

So later that night, it was no surprise that he made his way over to Oscorp labs, the giant green tower standing tall and proud, his challenge for the night.

He had never infiltrated a building, at least not one of this kind, not something with actual security above that of a Bank’s, and he was pretty sure Norman Osborn paid top dollar for his security.

Thankfully, security cameras and guards were not usually prepared to keep surveillance on the ceilings, so it was actually eerily easy to sneak in and avoid detection. Had he tried this on the floor like a normal person he would have stood no chance.

He crawled across hallways, trying to remember the path his class had taken, waiting every once in a while when he had to wait for someone to open a door for him to slip through. He could have used the vents, but he wasn’t going to risk crawling through a laboratory’s ventilation system when it likely had toxic fumes going through it every day.

After much patience and skillful sneaking, he finally found himself again in the lab with the many insects and reptiles. There was only one scientist there currently, and he seemed fully focused on what he was doing.

If Peter wanted to investigate the computer files, he would have to get rid of the man somehow.

After a few minutes of observing, he was sure he wasn’t going anywhere, until he stepped away from the monitor and stretched briefly, looking around to grab a cup, only to notice it was empty. He mumbled something to himself and made his way out to refill it.

Peter counted his blessings, he was being incredibly lucky that night, the only bad thing that happened so far was having to stare at that man’s horrible bowl cut hairstyle for so long.

Not letting the monitor go to sleep and shut him out, he quickly grabbed the mouse and inserted his own flash drive.

Filtering through the messy desktop was a nightmare, this guy really needed to organize it! Yeesh!

He eventually found what he was looking for, reports on the spider specimens they had in lab.

Finding the one he wanted wasn’t too hard after that, it was the only spider reported missing.

He made to copy that file first, prioritizing it over the others.

It barely had enough time to copy everything in that one file before he felt his spider sense alarming him. Someone was coming in!

The notification of the file being copied popped up. He canceled it and pulling his flashdrive out, jumped straight back to the ceiling, just as the door hissed open.

Not wanting to get stuck staring at that horrible bowl cut anymore he hurried across the ceiling and snuck past the door without the scientist noticing a thing.

He couldn’t believe his luck! Normally Parker luck would have hit him by now!

As he made his way out of the building and crawled high up enough for no street dwellers to notice him, he took a moment to breathe and rejoice in his victory.

Ok so maybe he didn’t get all the files, but he got the one that mattered, he hoped…

He was in the middle of celebrating internally when he noticed something jet out of the top of the building, a familiar silver and purple suit glistening in the sky.

The Beetle! And judging from where he came from, he must have just stolen from Oscorp, after all it hadn’t been THAT hard to get past them, if he could do it, certainly that thief could as well!

He jumped forwards to follow after him, only to hear and empty hiss come out of his web shooter in the middle of his jump.

His heart plummeted, much like his body did, and he was barely able to catch himself on the side of a building before he could splat himself down on the street.

Of all the times to run out of web fluid! He had no chance of catching up with the Beetle on foot!

Once again, he had been bested it seemed, so Peter begrudgingly made his way back home, his only consolation being the data he’d managed to steal.


He was so screwed. So infinitesimally screwed!

He couldn’t make out a lot of the reports he’d stolen, a lot of it was science way beyond him, and while it might have been fascinating any other time, Peter REALLY wanted to understand it so he could figure out what was happening to himself!

It was maddening, but at least he did understand some of it:

It turned out, the spider that went missing, had been a genetic cross breed, meaning it wasn’t a regular spider you could just find out there. Not only that, but it had been undergoing some experimentation to match it with another animal, via radiation tests. Which would explain the radiation in his blood.

Unfortunately, previous attempts to do so, had ended with other spiders and animals to die off, but the most recent reports, in preparation for the test that would have been, had the spider not escaped, said that they were certain the radiation would no longer be a factor in the resulting specimen’s life expectancy, which raised his hopes a little.

On the brighter side, there were some DNA charts and other technical information on the spider that he could use, given he doubted he could ever find the creature in his building after so long.

All he needed now was to use a lab so he could examine the DNA sample of his blood a bit better.

Question would be where to go? He wouldn’t risk Oscorp again, besides, with them being responsible for these experiments, he didn’t want his blood anywhere near that lab.

There were a few other companies around the city though that he could try, along with private labs that were funded well enough to have the tech he needed.

There was Alchemax, and Roxxon, and Stark Industries...and a few others that weren’t so great.

Stark Industries was out of the question, he doubted he could break into that place, he got lucky with Oscorp, but he wasn’t about to piss off Iron Man.

So between alchemax and Roxxon, he was going to go with Alchemax, given he didn’t actually know that much on the other.

Plus he doubted their security was that good, the place wasn’t that well known or successful, but enough to have the kind of tech he needed for his research.

Just as he was considering going back out however, he heard the door to his apartment open, May was home.

Maybe it wasn’t very smart to sneak into two labs on the same night anyway, and besides, May needed him just as much as New York needed Spider man, tonight he would dedicate himself to her.

So making sure his costume was put away into hiding, he made his way out, just as his aunt  was putting away her jacket.

“Oh hey honey, how was your day?” She greeted.

“Oh, you know, same old thing, nothing exciting” he told her with a shrug of his shoulders.”How about you? Anything new happen?”

May snorted in good humour, moving off to the kitchen.

“Well, you know hospitals, nothing new when you work as a nurse, and yet always some weirdo shows up to make it somewhat different. We had this guy come in today, electrocuted himself with some dodgy electric gun he’d been working on, can you believe that? I swear people are going crazy in this city. With all these super heroes showing up, and criminals upping their game…” she rambled, opening the fridge and staring at it for a long moment.

“Yeah...pretty crazy” He agreed, trying not to think of what she would have thought if she found out he had made his own personal brand of webshooters and flung himself across skyscrapers most nights.

“Hmmm, have you had dinner yet?” at his shake of the head she bit her bottom lip, surveying the insides of their fridge as if it were the mystery of the universe.

“Why don’t I cook tonight May?” Peter offered “you just got off work, and I had some time to relax already. Here, maybe I can make us some omelets?”

“Oh? Well if you’re sure? I’ll set the table then.”

Peter nodded in agreement, moving over to grab the eggs and some herbs and ham to mix into it.

May moved around while he cooked, and was done sooner than he was, so when she was done, she moved off to turn on the tv.

The news was on, and right away it caught their attention.


“This just in! The nighttime criminal seen the other night with the questionable vigilante Spider-man has been seen only half an hour ago at Stark Industries, having broken in and stolen possible valuable tech. Spider-man was not seen this time around, which makes us question if he simply went past unnoticed, or was at all involved.

To this assault on his company, Tony Stark had this to say:”

And the footage clipped to the man himself, answering to reporters.

“Tonight’s break in was unprecedented, but we have it handled. Whoever this guy is, he is no ordinary crook, and we will be looking into it and the recovery of the stolen materials.”

“Mr. Stark!” One of the reporters asked as soon as he paused “Is it true that Spider-man helped this new super criminal to break into your facility?”

“As of yet we have no evidence that this Spider guy was anywhere near our facility, and I have my own doubts that he would have, given the guy spends his time helping old ladies cross the street don’t you think? The most danger we have to fear from the guy is if he suddenly starts flirting with said ladies” He said with a wink to the camera.


Peter had to resist the urge to gag, feeling a blush creep up his cheeks slightly.


“What about the stolen items Mr. Stark? Can you shed some light on what was taken?” Another reporter spoke up.

“At the moment I am not at liberty to say, but rest assured, he won’t keep it for very long. Whoever this guy is, he’s just made the wrong enemy, and he’s going down or my alias isn’t Iron Man!” He stated with an all too satisfied smirk.

“What of the Avengers? Are they going to be involved on this too?” someone else asked.

“No. This is a little bit below their paygrade. I see no reason to bring in a whole team to catch just one guy.”

“What if Spider-man is involved at all though?”

“If Spider-man is indeed involved, then we will see to it when it comes to it. But again, I highly doubt that’s the guy’s MO.”


From that point on the news reporter went back to covering the night’s events, and Peter’s mind drifted off as he flipped the omelets.

It seemed the Beetle had a busy night...first Oscorp and now Stark Industries? The guy had guts, and he was going for the top companies too...whatever he was stealing, it was tech based, and given how advanced the guy’s suit was, he couldn’t possibly be using those things for anything good.

If only he hadn’t run out of web fluid, he could have prevented him from hitting Stark Industries. But then again, maybe it was for the best, after all, the reporters would have just blamed it on him.

Still, it was comforting to know that someone like his hero idol thought Spider-man wasn’t responsible for those things, and seemed to understand he just wanted to help.

Now if only he could make the media think the same thing...the online community wasn’t too bad, but the television news and especially the newspapers didn’t seem to like him too much, questioning his actions too much instead of just seeing it for what it was.

He turned off the stove and moved to place the omelettes in their plates.

“I swear, stuff like this makes my nights with those weirdos make a weird terrifying way.” May said, wondering back over to the table.

“Guy has to be good to break into that place.” Peter agreed, his head still thinking about his PR issues.

“Oh? And what would you know about breaking into that place?” May teased, catching Peter by surprise.

He stiffened for a moment, before realizing she didn’t actually mean it seriously.

“W-well, I mean, its Stark Industries! Guy has the most advanced tech on the planet, and you’d think with what happened at the Stark Expo all those years ago that they would have tight security.”

May’s smile fell at the mention of the Expo, as it usually did.

“Don’t remind me...That whole event was a nightmare, it's a miracle you survived, and didn’t suffer any traumas from it.”

“Well, I mean. I got saved didn’t I? I never ended up getting hurt, the worst part was just getting lost from you.”

“God, that was terrifying, we felt so guilty for the longest time afterwards...but you loved that expo so much before that whole event happened…”

“I still do” Peter pointed out “Don’t forget I actually get to go again this year with the school.”

“Right right, how’s that going by the way? You and Ned getting your assignment along?”

“It's going alright” he shrugged, getting started on his food. “I still have to do a few more tests with my formula, but I think I’m getting somewhere, and Ned’s already managed to build the basic structure of the machine, he’s working out the bugs on his software now.”

“Do you think you have a shot at getting picked to exhibit?”

“Probably, I mean I’ve been looking at what the other students are planning to do, some are pretty interesting, but not really that revolutionary… Not that ours is TOO revolutionary…”

“Oh stop, do you know how much we’d love to have something like what you’re trying to do at the hospital? Some doctors would kill for stuff like that.” She said gesturing with her fork. “You two can really make a difference...Ben would be proud.”

And just like that his omelette got stuck in his throat, his appetite gone.

“Y-You think so?” he asked, feeling a little bit like the six year old when he first came to live with his aunt and uncle.

“I know so.” May said firmly. “He knew Peter...He knew you were meant for great things, good things. He saw a spark in you from the moment you were born and we came to see you. You were so tiny” she said, her voice going a bit of a higher pitch as she remembered baby Peter “you were born a bit early, so you were smaller than most babies, and skinny and pale. Your father said you looked like one of the baby lab rats...he never had the best of humours.” she explained at Peter’s scrunched up face.

“Anyway, Ben knew, when we came back from our visit he told me in the car: May, that boy will bring so much hope into this world, anyone who crosses paths with him will be the luckiest person alive.

That's how he felt anyway, he was an incredibly proud first uncle.” she chuckled sadly.

“I never knew that” Peter murmured, pushing his meal around the plate a little. “That you guys went to see me when I was born I mean.”

“I suppose we haven’t, never really came up.”

“Thanks May…”

“No problem sweetie.” she finished her meal and got up to go take the dishes to the sink, but stopped next to him to kiss his mop of brown hair. “And for the record, I see it too.”

Chapter Text

Sadly he didn’t get a chance to try and sneak into alchemax for the next two weeks. December was around the corner, and their assignments were due. He barely had enough time to do small patrols around Queens as it was, he had no time to focus on sneaking into a lab.

By some grace he wasn’t getting sick from the radiation yet, and he had to hope that it would stay that way. There were no signs of alarm to indicate a problem yet, in fact, he’d learned over time that he actually had a form of super healing. Maybe not like a crazy regeneration or something, in fact he was pretty sure that if he had a limb cut off he wouldn’t grow another, but his bruises from fights disappeared pretty quick, and the soreness from those hits and cuts as well, plus, even if he slouched, his physique remained the same, which was awesome.

He’d just handed his assignment for Dr. Connors when Ned pulled him aside as soon as they left the classroom.

“Dude! Are you excited? Cuz I’m REALLY excited! I mean I’m a little bummed because we just handed in that assignment and I’m not too confident in what I handed in, but-”

“Ned! What are you excited about?” Peter interrupted in amusement.

“Uhhh, our science fair project? Did you forget? We present it this friday!”

Oh shit...Peter had forgotten, he had been too busy in his studies.

“Oh! Oh right!”

“So? Do you have the formula so we can try it on the machine?”

“I mean, yeah….mostly.”

“Mostly?” Ned asked incredulously. “Peter! You promised you’d have something by this week!”

“Sorry Ned, I’ve just been really distracted with all our tests and assignments.”

“Aw man…” Ned complained.

“Look, give me a few hours, I’m close, I’m pretty sure that if we go to the lab now, I can run a few more trial runs, see how it goes, and then we can maybe try it?”

Ned seemed a bit annoyed by this but nodded.

“Fine, but you owe me a bag of gummy bears.”

“Deal. I’ll have it done Ned, I promise.”

Suffice to say he didn’t get it done that day, but he probably had the most progress on the formula than any other day, he was sure he was close.

It took him several apologies and Ned brushing him off before they agreed to try again the next day.

He felt terrible, Ned was counting on him, his part of the work was almost all done, and he’d even taken over most of the engineering part of it, which had been meant to be done by the two of them.

He had to make sure to get his part done and soon, but tonight he had to go out.

It had taken him too long, and he was finally free enough that he could go out as Spider-man for a little longer than an hour.

It bothered him that he hadn’t been doing much, he’d seen the news while stuck at home. The Beetle kept showing up, targeting several companies and making off with their stuff. He was even sure that some of the thefts were likely not even reported.

To top it off no one seemed to be anywhere close to even catching this guy, and he felt responsible because he had the chance to and he failed, twice.

So tonight was the night, he would sneak into alchemax, get his DNA results and then patrol and hope to find the Beelte again.

He made sure to pack extra web fluid this time, just in case and was off.

As expected, Alchemax hadn’t been that hard to break into, and the laboratory he got into was pittyfully unguarded, giving him time and freedom to do what he needed.

“All right, lets see whats up with you.” He said, popping the slide into place and getting a look.

Well, from what he could tell, he was in luck, it didn’t seem like his cells had deteriorated or got any alterations, he even took a new sample of his blood to compare, he was sure it wasn’t safe to share his blood with anyone else though. Could he even receive blood now?

Looking around, he saw he had what he needed to make a few more tests, so he figured why not?

He set it all up, and was going to just resume his waiting when he realized something else.

He could work on his formula a bit more while he waited, HA! Kill two birds with one stone!

He set to work, not really paying too much attention to his surroundings, his spider sense would alert him if someone came anywhere near.

The soft ping of the machine eventually alerted him that the DNA sequencer was done.

He stopped what he was doing and moved over, taking in the information.

He frowned, this sheet was...unusual, he’d have to compare it with the one he had at home, he remembered doing a similar exam years ago when he was little. But he was pretty sure most of these changes were due to his mutation, still it was good to know, it might mean he couldn't be tracked via his DNA, which was another way to keep his identity safe!(score!)

Gathering up his research, he stuffed it back into the backpack he’d brought with him, and made sure to set everything back where it had been.

He was just about to leave when his Spidey-sense went off, and he instinctively jumped to the ceiling.

One of the doors to the room opened, and he had expected to see a guard come through, but instead he was surprised:

The Beetle walked in! Literally, the guy just strolled into the lab like he was meant to be there, like he owned the place!

This was his chance! He could finally catch him red handed, stop all of this right there and then!

Except the man reached for the side of his helmet, and for the first time Peter heard him speak.

“I’m in. I have the target in sight, estimated delivery within twenty minutes, provided no Ironman shows up.”

Peter could just faintly hear someone else speaking inside the helmet comms, but he couldn’t make out the words.

“Understood sir, package will be delivered with caution.”

So this guy was actually working for someone? Okay, so stopping just this guy wasn’t going to be enough...maybe if he caught him he could deliver him to the authorities and inform them of his boss…

He watched as the Beetle walked over to a locked cabinet and yanked it open as if it was nothing. He reached for one of the containers inside, one of the smaller ones. He briefly opened the metallic container and a pinkish light lit the room.

What kind of chemical was THAT? Peter had never seen such a thing, but whatever it was, it was volatile, the container it was in suggested as much.

The man set the container into a compartment on his mechanical backpack, which was insanely cool, and made his way to the window, opening it and jumping out, just like that. And no one was the wiser, except him.

Peter made his way out, rushing after the man until they were a safe distance from the company before he could make an attempt at tackling him.

“You know, this is getting really old beetle! Can’t you be like regular crooks and just, you know? Stick to a pocket knife? Try and scare somebody and then scream when I catch you?” He quipped right as he came down on the man with both feet, sending the two towards the streets below.

He knew the man would recover before they could hit pavement though, and sure enough he Beetle rolled in mid air, throwing him off and regaining his flight control.

He turned back to him, and said nothing, but raised his arms to engage more of his small looking missiles.

“Aw! You got me a present! You shouldn't have!” He jumped high into the air just as the missiles hit the wall behind him, sending debris flying. He grabbed a particularly big piece of it with his web and spun in the air. “I got you something too! Have at it!” and he threw it right at the man who was barely able to catch it, losing some altitude. Good, Peter needed him grounded.

He threw the piece of wall away just as Peter came at him again, throwing a punch to try and knock him out, feeling his knuckles bruise instead. That metal was a lot tougher than he expected, but the impact still had the pretty good effect of throwing the man back.

His gauntlets shifted again, and this time instead of the missiles, two blasters came out and he began shooting, forcing the young hero into a series of evasive moves.

Briefly he took the time to make sure no civilians were in the way, and was satisfied to see most had retreated once the fight had started.

His spider sense gave a hard tug at the back of his head and he turned to face the beetle again, but had no time to dodge this time as the armored man came barreling into him with the force of his jet boots and jetpack. It was like being hit by a cannon ball if he were still a normal human, he felt something snap, probably a rib, and the air left his lungs so entirely he couldn’t even yelp in pain.

He was barely able to catch himself when he flew off across the street from the impact, his breathing was harsh, but he could still continue going. He had to.

The Beetle made to come at him again, but this time he shot a web, smacking him right across the green goggles, disabling his vision. He then flipped out of the way just as the Beetle rammed against a car, he turned around in mid air and shot another pair of webs at the man’s back and pulled, swinging him into the air and smacking him back down to the ground, making the asphalt crack with the strength he’d pulled, but he wasn't worried. If that armor could handle his punches, it could handle this.

The man made to get back up but Peter wasn’t done, he pulled at the webs again and swung to the side, bringing him around in a circle and then back up to bring him back down for another smack.

This time the Beetle didn’t make to get up immediately, the man inside coughing, his armor cracked, one of the lenses gone, revealing someone’s eye behind it.

“You fool!” the man barked through his coughing. “You’ve made it unstable! It will take us all with it!”

Peter’s eyes widened in sudden horror, the realization dawning on him.

Without thinking twice he rushed to the man, forcing the jetpack’s compartment open, and sure enough he small chemical container was glowing through the seams.

He grabbed it, and hissed as the metal was already really hot to his fingers, giving him slight burns, but he had no time to think about it. He shot a web to the nearest tallest building and went as high as he could before his spidey sense told him he had to throw it then or else.

Using all his strength he sent it flying off into the sky.

The small object gave out a pulse of silent light at first, and then came the explosion, throwing him back off the building, overwhelming him with the noise.

He landed on the asphalt, cracking through it and making a crater, the cars all around them started beeping.

Disoriented and out of breath, he took a moment before getting up, feeling his heart racing and feeling grateful that he’d been able to move that explosion away just in time. Had it detonated in the street it would have done a lot of damage, possibly hurting people in the buildings around them.

He looked around and found that the Beetle was still where he’d left him, likely incapacitated. Still he made sure to go over and disable his armor’s systems, webbing him up and leaving a note for the cops.

He took a moment to set up his camera by a building and took a picture or two of him next to the Beetle, pretending to web up the now unconscious man.

He then got it back and left the scene, the cop sirens weren’t too far away, and his job was done. They could take things from there, and Peter would go home ,send his pictures to the daily bugle and take care of his wounds, this new routine was starting to suck.


Tony Stark didn’t usually read the news, mostly because the only news that tended to matter to him were about him.

This time though, he had to make an exception, and he didn’t seem to be the only one.

He didn’t even need friday to alert him when anything about the new thief showed up on tv.

Steve, who was a very avid follower of the news (claiming he liked to be up to date at all times or some shit like that), was more than apt to call his attention when something came up.

So here he was, with the rest of the avengers in their common living room, watching the screen, showing a very crappy recording on someone’s phone of Spider-man fighting the thief.

“Dang…” Clint spoke up when Spider-man threw the guy over his head and slammed him to the ground, breaking fucking concrete with the impact “Guy’s a lot stronger than I took him for. I didn’t realize…”

“Well he has only been seen doing minor things, like helping old ladies cross the street” Natasha argued, her arms crossed and her pose still relaxed against the couch, tough everybody knew that was a front, Natasha was never relaxed. “Nobody actually knows how much the guy’s capable of.”

“Shouldn’t that be something we should be concerned about?” Steve spoke up, looking a little doubtful. “I mean sure he’s acting like a hero right now, but people can change in the blink of an eye. If he were ever to do would be nice to know what we’d be dealing with.”

“Right, because if that’s anything to go by” Sam agreed, gesturing for the tv with the remote, where Spiderman was cracking open the man’s backpack and taking out a small chemical container and jumped as high as he could go, using his webs to get altitude before throwing the detonating container.The explosion went off, throwing him back down to the ground below, to what would have been certain death for most, maybe even someone like Steve, but not this guy. He got right back up, if unsteady and disoriented. “Nobody else would be able to deal with it.”

“You’re awfully quiet about this Tin man, usually you’d have a few remarks by  now” Clint pointed out.

“Hm? Oh I do, except this is all kind of old news for me.” Tony said, scratching his beard thoughtfully.

“What do you mean its old news?” Steve asked, furrowing his brows.

“Just that I’ve already been keeping tabs on the guy for a while now. Nothing serious at first, but then he got involved into this mess, and this guy stole from my company, so I dug a little deeper.” He clarified “Guy’s got super strength for sure.” He made a gesture that Friday must have been able to decipher, for the tv screen changed to some of the video and photographic data he’d acquired. Footage of the guy stopping a speeding car, nearly lifting it off the ground even was shown.

“That thing is going 40 miles per hour, that's approximately 21 tons of pure force, give or take, and the guy’s clearly skinny. Provided he bulks up he can probably lift way more.” He explained “Just so we’re clear, cap’s record is 1,200 lbs.”

There was an uncomfortable silence, if it ever came to fighting the guy, they would need someone like thor or hulk or Tony’s best armours to even stand a chance.

When no one seemed to want to say anything, Tony switched to another video, this time of a messy shooting, where both cops and mafia were having a showdown, and Spider-man was just in the middle of it, weaving between bullets and miraculously managing to go unscathed.

“Not only that, but I’m pretty sure the guy’s got enhanced senses, not quite sure to what extent, but enough that he can do THAT and come off it without injuries. Must be pretty good though because I can’t even understand how he predicts some of these things...unless he’s got some kind of divination power.”

“Or he’s set the whole thing up” Natasha pointed out.

“Not with the cops having surprised this gang’s bar.” He noted “As far as I can tell he probably has some super healing as well, that or he’s a masochist, because even when he does get hurt, he’s right back out there the next day. As for the sticking to walls thing and the webs I don’t actually know, won’t be able to without getting a closer look, but I’m guessing it's all natural, judging by his gear, he doesn’t have the resources to pull off tech capable of doing what he does. Every time I try to get a web sample it dissolves within the hour, so I've had no luck with it other than bits and pieces. “

“Which probably also means this guy’s on his own” Steve noted, surprisingly calm, usually he would be a lot more anxious about a potential threat. “That could play in our favour, should we ever need him, or he need the help.”

“Maybe, maybe not” Tony agreed with a shrug, turning off the feed and letting it switch back to the TV. “Guy likes his privacy, even with me trying to track him down, I haven’t been able to pinpoint a location other than just the general area of Queens, and speaking of, I have to get going. I need to check in the police station and that thief about my gear.”

“Tell us if you find anything out.” Natasha called out, but Tony was already making his way out, his head still going over what Steve suggested.

Would it really be such a good idea to bring Spider-Man into the fold? He seemed to be doing pretty good out there, dealing with things the Avengers normally didn’t, the small stuff that made a difference for the common citizen, rather than the big risky catastrophes. Would the guy even want to be associated with them? He would have to find out eventually, maybe it was time he start planning to meet this guy.

Chapter Text

Peter was so beyond tired, like, ridiculously tired.

Turned out, his toughest battle yet, had led him to discover that the more he had to heal, the more his body would demand sleep and food from him. It was like his body decided to go into a healing hibernation, or at least it wanted to.

But despite that, his brain was running around in circles, he still had his last tests so he had to study, his research was still in the background of his mind, nagging him with questions about his physiology and he had only just barely managed to figure out his formula for his and Ned’s project in time for the science fair.

Between all of these things, Peter was pretty busy, but at least he had the comfort that the beetle was behind bars now, and there had been no reported break outs so, he hoped it was for good.

It was weird though, the videos that got out from that fight had gathered a newfound attention towards Spider-man.

Whereas before it was mostly out of suspicion, now people had a clearer idea of what he could actually do. How he could fight with frightening strength and skill.

Some people were terrified, demanding Spider-man come forwards and reveal his identity, sign the accords.

Others, like Ned, thought he was the best thing ever and wouldn’t shut up about it, he’d even heard word of a potential fan club being formed, called the Spidey-squad? Eh, it wasn’t the worst name ever, it would grow on him.

Not surprisingly, their project was the most out there in their science fair, most people had drone modifications, or the good old soda volcanoes, flash even had one made out of a traffic cone, claiming it was a “recycling” message.

“Dude what’s with you? We totally have this in the bag! Be a little more excited!” Ned said enthusiastically, pushing his shoulder playfully, and Peter nearly fell off his chair.

“Sorry...sorry, I’m just tired that’s all, between all the school work, this project and keeping up with those Spider-man photos...I think the winter break will be a very welcome vacation.” He apologized, straightening his posture, thank god they had chairs at their tables, he felt like he could barely stand on his feet.

“ late have you been staying up?” Ned asked, crossing his arms and evaluating his friend’s appearance a bit more in depth this time.

“ depends? Some nights it’s a bit later than usual, sometimes I get lucky and get to take pictures during the day time and call it there, but most times the good stuff is at night so…”

“I still don’t like that you haven’t told May yet...and you’re wondering around at night on your own...maybe I could come with you next time? Just as back up.” he quickly added.

“No!” Peter quickly added “I mean, two kids will attract more attention than one! It's fine Ned! I haven’t gotten in any danger! Besides, if what I’m doing is just chasing around Spider-man then I couldn’t be safer! After all, if anything came after me, he’d just have to save me.” He’d feel bad about this later, but he simply could not risk Ned coming out at night looking for him with...him. God that was messed up.

Fortunately it seemed to work, as his friend seemed to think about it before he smiled.

“That would be so cool, but if that does happen can you make sure to get me an autograph from him?”

“Um...sure...sure, if it comes to that” Absolutely not, Ned would recognize his hand writing in an instant.

“Awesomeeee!” Ned said, far too pleased with himself.

“Parker!Leeds!” A voice interrupted them, and they turned to see Dr. Connors coming over. “Feeling excited about your chances?” He asked, stopping in front of their table to have a look at their project.

“Yes Professor Connors!” Ned was prompt to say “We’re really hoping to be able to show it off at the Stark Expo”

Connors nodded at this.

“I have faith you’ll make it, Medical technologies are always welcome. Especially these days.” He told them kindly, before turning to Peter himself.

“Actually I’d like to have a word with Parker? Don’t worry, it’s about you’re assignment, nothing wrong, I just wanted to talk to you about a section of it.”

“Um...sure? Sure, I can do that, Ned?”

“Go! I’ll take care of things here.”

“Are you sure?”

“Yeah, go for it, I’ll just have to turn on my charm” he said, smoothing his hair mockingly.

Peter snorted, but left with Doctor Connors, the two taking a leisurely walk along the several displays.

“So everything okay with my assignment then?”

“Oh! Yes, more than okay in fact. It's just that I went over your work on cellular regeneration based on Lizards and it was frankly quite inspiring, I haven’t been struck by such excitement in a long while. The truth is I’ve been researching into that for a few years now “ Peter noted how the discreetly held the stubbed arm, and suddenly realization dawned on him. “And it’s part of what we’re doing in my division at Oscorp.”

“Wait, you’re working at Oscorp?”

“Did I not mention that before? Yes, my regular job is in Research and Development at Oscorp, I work in things like medical advancements and such. Which is why I came to talk to you. I think you have potential for more Peter” And the way he said his first name instead of last, seemed to have some fondness to it. “If you’re interested, I think I could convince Norman Osborn to give you an internship in my department. Maybe Ned as well, I could probably show him your project at the Expo, I’m certain he’d be very interested.”

“Oh! Oh wow! I mean- yes! That would be amazing Dr. Connors! Wow!” He blabbered in excitement.

“Good, I know he will be at the Expo for sure, he always likes to make sure to show off at that time. I warn you though, mr.Osborn is hard to impress”

“Oh, yeah, I...I know sir. I...used to be friends with his son...when we were kids” His teacher seemed surprised by this.

“You’ve met Harry? Huh, you are full of surprises aren’t you Parker? I’m sure you know how Mr. Osborn is like. I think an opportunity like this would be a great jump in your future career.”

“Yeah..yeah it would, I mean I’d have to know more before accepting, but I am definitely interested! Thank you so much Dr. Connors!”

“Ah ah! Don’t thank me just yet, we have yet to impress the man. But I’m sure you will be more than capable of doing that.”


The day would have been great if it ended like that, but of course, Parker luck would strike sooner or later, he knew that.

The minute he got home he felt it, there was a somber mood, and May was sitting at the couch, a blanket over her shoulders and a mug of tea in her hands. The little coffee table was covered in papers, bills and documents from the looks of it.

May and Ben didn’t exactly hide their money struggles, so Peter knew they existed, but they simply never allowed him to care for it too much.

Looking now though, seeing May look up from the documents with a tired expression, rings under her eyes, he felt guiltier than ever. He knew he could use the little money he’d been making to help out, and he had a little, but most of it went into web fluid and his science project. At least that one was done and over with.

For a moment he debated on maybe telling her about his possible internship, but he didn’t know the details yet, and it was all in the air, so he wasn’t going to give her possible fake hope.

“May?” He called instead, unsure how to approach the situation before him.

“Hey Peter, come here sweetie, I need to talk to you.”

Hesitantly he did so, setting down his bag before sitting next to her.

She took a moment, taking in a deep breath before looking at him straight in the eyes, expression serious, her voice was an attempt to sound strong, but he could hear the waver in it.

“So, I’ve been doing some calculations, and I know I’m not good at math as you but I’m pretty sure that we can’t keep doing things the way they have been.” she started to explain.”We’re going to have to cut back on some of the expenses, maybe even find a smaller apartment, we don’t really need all this space…”

“A-are that much trouble?” He asked, a lump forming in his throat as he tried to clear it to speak “I have my freelance money ...I don’t have to spend it at the science project anymore so-”

“Peter no, save that money. This isn’t simply about being short on currency, rather it's more about revising our lifestyle. We’re spending needlessly, we can use the money in better ways”

Peter couldn’t help but notice how she was trying to weave the conversation so that he wouldn’t feel responsible.

“Okay…” it was her decision in the end, he knew he had no power over it “So ...what are we doing?”

“Well...this is going to be hard but, I...I’m selling Ben’s garage.” If a pin had dropped, it would have sounded like a loudspeaker.

Peter’s heart clenched, his eyes stinging as he resisted the urge to let tears fall, his breath fell short.

“Oh sweetie...I’m sorry.” She said, reaching over to cup his face, wiping his tears away.” I know...I hate it too...but...he’d want this, he would want us to move on.” She said, but all Peter could think of all of a sudden was the memories he had with Ben in the garage, and how he was going to lose it all along with the man.

“I-I know” he croaked out “This sucks so much” He said quietly, letting his aunt pull him into a hug, taking in her scent and comfort to  calm down a bit. “I miss him so much...every day” he confessed, as if it had been a big secret.

“I too. It's going to be hard, but we’ll pull through. Us Parkers always do.” she rubbed a circling pattern on his back, letting him cry away on her shoulder. She let out a long sigh, rocking him slowly “He’d be so proud of you. How you’re pulling through like this...god I know how much this shouldn’t have to deal with this, not again.” He knew what she meant, but honestly Ben’s death was hurting a lot more than his parent's death had, he had been too young at the time to fully understand the scope of things. That was no longer the case however.

“Listen...we’re going to have to clear out the stuff he has in there, I need you to help me with that okay? We can start with your stuff, and then slowly move on to harder stuff.” He nodded numbly, not really wanting to think about it, but his brain would just not have it, and everything was returning to him, every item in that garage had meaning and history, how was he supposed to do this?

Despite everything he somehow found it in him to give a quiet “okay” and that was that.

They spent that afternoon, and the next day clearing out things. Whatever they didn’t keep, May was going to donate.

There was so much and so little in there, there were useful things that didn’t matter as much, and useless ones that they couldn’t get themselves to throw away.

Uncle Ben’s old flannel shirt, Peter’s things, some of the tools, including one Peter had gotten Ben years ago, with his initials engraved on them.

His wrestling posters, the captain america memorabilia the man had gathered over the years…

Peter had to wonder, what Ben would have thought of him and Spider-man, would Ben have been proud? He hoped so, he was the whole reason the alias even existed.

The worst thing to get rid of was Ben’s motorcycle. It was tough, and Peter took as many pictures as he could of it, but they knew they were going to have to sell it. It was restored enough to have some worth, but incomplete, so they couldn’t keep it as they couldn’t just park it anywhere.

When it was finally over, and they closed the door to that garage for what Peter felt was going to be the last time in his life, he nearly threw up, his emotions going haywire, his heightened senses making it difficult as it was.

That night he slept clinging to Ben’s old flannel, taking in the scent and hoping it would be there for ever, as some sort of connection to the man that had raised him and mean so much, too much to him.



Curtis looked up from his microscope, to see Norman Osborn come into the lab, looking like he always did: a business man of power, with a strict rigid authority.

“I was told you had some progress with your research, how close are we to perfecting the serum?”

“Oh, um, close sir. Very close, I’ve had a surprising breakthrough, due to an unusual inspiration. “ H admitted, stepping aside and gesturing to the microscope so the man could see it for himself.

“Fascinating…”Norman said, straightening back up. “How long until we can sell it?”

“Sell it? With all due respect sir! We haven’t even begun animal test trials! Let alone human ones! It could take-”

“You have two weeks Connors, I want results, not excuses. This could be big, the Stark expo is in two weeks, I want this ready for his little show and tell.”

“Sir, I really think we should-”

“I don’t want to hear it” The man said, dismissing the taught with a gesture of the hand. “You said you had some unusual inspiration for it? Find more of it.”

“I- yes sir. About that, I was meaning to bring it up” Connors said temptively, which gathered the man’s attention, his green eyes boring into him, as if daring him to say anything stupid.

“The inspiration, its a student of mine at midtown tech.” He explained “Brilliant boy, I believe you’ve even known him before, he mentioned having been friends with your um...your son sir.”

“Oh?” Norman was curious now.

“Yes, Peter Parker is  his name, and I was wondering if we could maybe set up an internship for him here, we could greatly benefit from him.The boy is an absolute genius, you should see his paper he just handed in this week. He has the intellect to keep up with brilliant minds, but he’s also smart enough to think outside the box and have creative thinking, we could frankly use with more people like him.”

A little light of recognition shone in Norman’s eyes, a smile actually gracing his features for once.

“Ah, Peter, of course I remember. He and Harry were friends when they were young, he even  helped Harry with his studies, despite their age. Interesting.”

“I was hoping that we maybe could set something up by the expo, he and a friend of his will be showcasing their project there.”

“I look forwards to it then, I am sure he will not disappoint. I’ll see about that internship, it shouldn’t be a problem, but I would like to talk to him first, it  has been a few years, but if you vouch for his intellect, I don’t really see much of a problem.”

“I’ll tell him the good news in his next class.” Connors agreed with a nod. “And hopefully by then I will have a working serum for you sir.”

Norman turned to leave, pausing by the door only briefly.

“Not Hopefully WILL have it done, otherwise you can forget about all of this.” And then he left.

Chapter Text

Two weeks flew by like nothing, they were officially in December now. Classes would end soon for the christmas holidays, Peter and May had been going over apartments during that time, though they hadn’t made a decision yet, but he knew it was going to have to get done by the end of the month.

Today however, he insisted was going to be a different day, he was determined to make it a good one because, he and Ned were in the process of carrying their project into one of the fancy looking buildings at the Stark expo, and he couldn’t help but let his geeky little nerd heart race at the idea of being back here.

He recognized it somewhat, but as expected it had gone under renovations over the years and upgraded.

“How crazy is this?! We’re -oof!- we’re doing it Peter! We’re actually here!” Ned fanboyed, struggling with his side of their machine. Peter felt bad, he could easily take it on his own, but it would have looked suspicious.

“I know! I can’t wait to see what the other schools brought in! And what the companies have out there! Are you sure you’re okay with me leaving for a bit to take pictures?”

“Yeah! No big deal! Besides, you’ve earned it man, with all the work you’ve been doing, you need a break.” Ah yes, Ned’s worrying had gotten a bit worse, he kept pointing out how much weight Peter was losing, and he’d even caught sight of a bruise the other day, the unfortunate result of a swing gone wrong.

“I’ll try not to take too long! You can have your own round around the place when I come back, I promise.”

“I’ll hold you to that!” his friend said as they struggled through the door. “So, are you excited for your interview?”

Peter rolled his eyes, eyeing the tables, looking for their number.

“It's not an interview Ned, not yet anyway. Dr. Connors just wants to re-introduce me to Mr. Osborn, and we’ll see how it goes from there.”

“Sounds like an interview to me” Ned insisted, the two setting the machine gently on their table. “But then again, I don’t really know how jobs work so…”

Peter stuck around to set it all up with his friend, things weren’t started yet anyway as everyone was still doing the same, so it wouldn’t be particularly interesting if he went to take pictures then.

It was nearing ten o’clock, when he decided to start making his way around, people would be coming in now, so it would be a better hour to get good photos of everything with some crowds, but not enough to block the exhibits.

He started with the building that held the company’s showcases, and was engrossed in reading up the information on what appeared to be a new type of mechanical prosthetic when a voice he’d never thought he’d hear again cut through his thoughts.

“Peter? No way! That couldn’t possibly be you could it?” He turned around to come face to face with a dark haired boy, green eyes smiling at him with a mischievous glint.

“H-Harry?Oh my god! Harry Osborn!” The words left his mouth before he could even think it through, his smile nearly cracking his face in two.

“It IS you! Of course it is! No other person here actually reads the pamphlets! Man it's been forever! What are you doing here man?”

“I-I’m here to-um-that is” he held up his camera, as if it could help him explain himself, but Harry only seemed more confused, if his raised eyebrow was any sign. “What are YOU doing here? I thought you went abroad to Europe!”

“I did! But now I’m back, I’m transferring back to the USA.” Harry said with a shrug, his smile not faltering and his pose at ease, like he owned the place.

“That’s great to hear! I’m so glad to see you again! Man it really has been for ever… where um...where are you transferring to?”

“You know I don’t know that yet...” he said thoughtfully, as if he was pondering it for the first time, then he shrugged carelessly “I’m sure my dad will tell me when he decides.” Ah, there was that old awkward discomfort, Harry had always referred to his dad in ways that made Peter’s skin crawl. Their relationship had been a bizarre one, it was there, they were father and son for sure, but there was also an rift between them, creating tension and anger in ways Peter couldn’t even phantom to direct at one’s family.

“Ah...well, I’m at Midtown tech right now, I know it's not a fancy private school, but it’s pretty good. I’m actually representing them today with my friend Ned , over by the school exhibits.”

“Oh? I’ll have to make sure to check it out, unless you want to show it to me?”

“Sure, your father’s actually supposed to come by later to talk, a teacher of mine wants to show our project to him.”

Harry whistled, stuffing his hands in his pockets. “Must be pretty impressive then. Always knew that big brain of yours would get attention. And look at you now! Showing off your stuff at this overly fancy place “he gestured vaguely with his head to the room.

“W-what about you? Why are you here?” Peter asked, trying to change the subject, feeling too embarrassed with the praise.

“Oh I’m just accompanying. You know how it is, got to show my face at important places, make nice with businessmen for the sake of Oscorp…” He sounded pretty fed up with it.

“So you...I mean, do you have to BE anywhere? Or were you just kind of dropped off to do your own thing.”

“Thankfully, the later.” Harry said, his smile back. “The only orders I have are to avoid a few key people, and talk to others if I get the chance to.”

“Oh, then um, well if you want, I got to take a few more pictures of the place before I move on to the next thing.” He said, gesturing with his camera “Maybe you can come along? I’d like to catch up more.”

Harry seemed to consider the camera for a moment “Sure, that sounds better than what I had planned anyway.” He agreed, settling to Peter side to walk with him to the next table. “So why are you taking pictures exactly?”

“Oh, it’s for my freelance job, I take pictures for a newspaper. You know, to help out at home with stuff, and to invest on my own things.”

“Ah, man I can’t believe you have to work already.That stinks.”

“I don’t mind it” Peter shrugged “I think I’m actually getting pretty good? I’ve been improving my shots. This is the first time I’m sending them something like this though.” he admitted.

“What are you like a paparazzi now?” Harry joked.

“Something like that” Peter agreed. Well it wasn’t a lie...Spider-man was kind of a star.

“Wait for real? Never thought my best friend would turn out to be a paparazzi.” He said with a mocking look of disgust.

“Wait, I’m still your best friend?”Peter asked, taken aback, completely forgetting about the table and moving on to the next.

“I mean sure, we haven’t really kept contact, but it hasn’t really changed has it?” Harry said fluidly, though Peter could tell there was a bit of hesitation in his tone now.

“I guess, yeah. I wish we could have kept up with each other more.”

“Me too...but hey, Cell phones are a thing now right? We can trade numbers?” Right, when they were little, cell phones were around sure, but Peter didn’t really have one at that age.

“That would be awesome.” Peter agreed, promptly taking out his phone.

“I have got to get you an ozberrie…” Harry said once he caught sight of the cell phone “How did you even manage to crack the screen so bad? Geez what have you been doing, playing football with it?”

“Um...I uh...sat on it.” A lie, it had slipped out of his outfit during a patrol and fallen several feet into the streets, honestly it was a miracle it still worked.

“Of course you did” Harry said with a shake of his head, taking it and quickly writing his number into it. “There, now you have my direct number. Call anytime you want, don’t worry about the hour. I’m up most of the time anyway.”

“Sure, and same, you know, if you ever need to talk.” Peter agreed.

“So, are you actually going to take any pictures?”

“Oh right.”


It was good, Peter hadn’t felt this happy since he first started to do some good as Spider-man, maybe even before that.

Falling back into their friendly banter was easy, and the two had their fun conversations while going around, stopping only for a few pictures, Harry even agreed to take one by the Oscorp stand.

They also managed to find doctor Connors there and spoke to him a little, but the man appeared nervous and sickly, probably from the nerves of running their stand, so they eventually left him to take care of it.

They stopped only briefly to grab some food, and made their way over to the school exhibition building, just nearing lunch time.

Feeling bad Peter had bought Ned some lunch, because he had taken too long and made his friend wait too long.

“Ned!” He called out as they approached their table, Harry falling back a bit. “I am SO sorry I took so long! Seriously man! Here, I got you lunch!” he nearly shoved it in the boy’s arms, Ned was pouting at him, and he really couldn’t take it.

“Dude, you have like, zero notion of time.” He complained, opening the pack for his taco and taking a big bite out of it. “But I’ll forgive you this time just because you got me an extra chilli taco.”

“Thanks man, I am so sorry. I was- I mean” he looked at Harry motioning at him as he came closer. “This is Harry, you know, my friend from years ago? The one that went abroad?”

“Oh, yeah, I remember you mentioning him, sup dude?”

“Sup” Harry threw back with some amusement.

“That’s kind of why I lost track of things, sorry. We kinda just met each other by accident and hung out a bit.” Peter explained in a rush, looking around briefly. There were a lot of people in there. “Has anyone been around?”

“Oh! Yeah ! Dude, we’re doing GOOD! I’ve had a lot of universities already dropping by some cards and info, and a few companies were really impressed!” Ned quickly grew excited, explaining everyone that came by. At some point Peter was just nodding away, having lost track of things, and Harry leaned a little closer to whisper.

“He’s really...excitable isn’t he?”

“You have no idea” Peter whispered back.

“Ah! Harry! I see you’ve found your surprise already!” A man’s voice interrupted Ned’s ramble, the three kids turning to look at none other than Norman Osborn, followed closely by a bodyguard came their way.

“Surprise?” Harry asked, scrunching up his nose in confusion. Peter noted idly how Ned’s jaw dropped, his eyes wide as saucers as he was putting things together in his head.

“I knew Parker would be here, I figured I’d let you come with me so you two could get reacquainted. It's nice to see you again Peter, I’ve been hearing great things about you.” Norman addressed him, holding out a hand for him to shake.

“Mr. Osborn. Yeah, it's been a really long time!Thank you so much for stopping by! And I guess for bringing Harry as well! It was a really nice surprise!”

“My pleasure” The man said, glancing over at the table, his bright green eyes catching onto their invention. “I hear you have something interesting here today?”

“Oh! Yes, um, this is my partner Ned Leeds” he introduced quickly, Ned mumbling out a reply that was only half coherent, and Norman gave him a nod in acknowledgement. “And this is our project, I guess? Um, its a custom Cast fabricator.” He presented awkwardly, he really wasn’t good at this part of things. “It scans the person’s injury and creates a cast or a form of support according to need, size, width and strength, it uses a special liquid we devised that hardens in the shape needed around the limb and then dissolves after the required time, or by using a solvent we have, to you know, take it off.”

“Impressive, and it works?” Norman asked. Ned rushed to grab one of the sample casts they had printed to show it off.

“Yes sir! As you can see it's pretty hardened, it can take quite a beating before it breaks, and honestly if you were to take that kind of beating you would probably be barely alive at that point.” He noted “It’s pretty comfortable too, and it breathes well, avoiding all the sweating you usually get in your typical casts.”

“Fascinating “Norman took the cast to examine it a little closer. “Who worked on the formula for this?” he questioned.

“Ah, I did Mr. Osborn, Ned worked on the software and we both pitched in for the mechanics”

“A perfect synchrony of two bright minds” Norman stated, making both kids nearly float in joy at the praise. “I’m glad you found such an intelligent friend Peter, it's good to have a mind that can challenge you and yet also work with you.”

“Oh! Yeah, I definitely couldn’t have done this without Ned” his friend gave him a thumbs up, his smile nearly flying off his face.

“I would love to see what the both of you could do with the proper funding” Norman stated, setting the cast back down and motioning for the machine “Do you mind?”

“Oh! Of course sir, here, let me show you the inner mechanics” Ned offered, opening the hatch to their machine.

While Ned explained and showcased everything, Peter took a chance to look back to harry, and was startled to see him angrily pouting at Norman and Ned, though he was attempting to hide it, the jealousy was clear in his eyes.

“You alright Harry?” He asked, voice low enough not to be heard by the other two.

“Hm? Yeah, just dandy. Sorry, he has a way of just pressing my buttons.” Harry dismissed quickly.

Peter wanted to say something, but he wasn’t sure what, so he just let it be for now, he could always try and talk to him later about it.

It was then that Peter remembered something however, and he looked around with a frown.

“Uh, Mr. Osborn, sorry to interrupt, but wasn’t Dr. Connors supposed to come with you?”

“Ah, yes, he will be by later. He’s taking care of our own presentation backstage. We have something very special for today.” Norman said with a proud smile, far too confident in himself.

“But he did mention the internship don’t worry, we will talk about it.”

“Internship?” Harry asked, looking at Peter in question.

“Well, Dr. Connors, he’s been our substitute teacher this semester, and he was really impressed with my assignment, so he kind of set it up so your dad could maybe give me an internship under him at Oscorp.” Peter explained, rubbing the back of his neck awkwardly, he knew how his achievements, no matter how small, always bothered Harry, who struggled to even get a glimpse from his father.

“Oh, thats cool. Connors is a pretty chill guy.” He answered, surprisingly calm.

“You know him?”

“Eh, mostly by name and random visits to his lab, I don’t KNOW know him.” He explained. “I’m more into what Dr. Octavious is working on.”

Before Peter could begin to question how someone as prestiged as Dr. Octavious was working at Oscorp, a commotion started around the tables, and he heard the neighboring students whisper to each other. His Spider sense was also ringing off in the back of his head, warning him of imminent danger.

He looked around, judging the commotion of the crowd to use it as camouflage and step away.

“Look!It's him!”

“No way! He actually comes to these things himself?! I thought he’d just send a representative!”

Peter followed their gaze, and sure enough, coming into the room was the man himself.

Tony freaking Stark.


Tony had always loved coming to the Expo, it was like his special baby project. Sure it ran all year, but there were special seasons to it, and he regretfully didn’t come to them as much as he wanted to. But he always made sure to be present at this one.

The companies and industry showcases he could honestly skip, if Pepper allowed him to -which she didn’t- but the school showcases? Now that he always enjoyed.

He had always been about the future, about legacy and leaving behind something for future generations, so coming here to see the results of those efforts was always a boost in his morale. And boy did it need it these days...with getting absolutely nothing out of the thief (the man was surprisingly resilient to interrogation), and the Accords taking up most of his time, driving in tension in the team. Tony could really use the break and positivity of this place...well so long as there wasn’t another mass drone attack.

No, this was his thing, his personal little indulgence every year. Now most people would argue that he indulged enough during the year, but no, this was different, this wasn’t like drinking himself into unconsciousness, or binge spending his money on a new car.

No, this was what gave Tony hope these days, what made him want to protect the world so fiercely. Sure he had people he loved and wanted to protect, but he could have easily only focused on protecting them, instead of the whole planet.

“There’s an awful lot of people here” Happy said unhappily, his bodyguard for the day.

“Well what did you expect? This is the future after all! Why wouldn't someone want to meet all these minds?”

“I’m quite happy with the present boss, thanks.”

Tony rolled his eyes at that, focusing instead on the first table he came upon casually making a question or two on the projects shown.

He was halfway through the first row when it happened:

A scream somehow managed to pierce the air over all the expo noise, freezing most in their tracks, then gunshots and a visceral growl reminiscent almost to the Jurassic park movies.

The next thing they knew, people were running in every direction, pushing and shoving and rushing to get to safety as a giant, green...thing came barreling in, its long crocodile like jaw snapping loudly trying to catch a fleeing guard.

“That's not part of the exhibit is it?” Happy asked behind him.

“No it is not…” Tony muttered in amazement, he was looking at a giant lizard like monster in what appeared to be the leftover of someone’s clothes.

Before he could call up his suit, the creature crossed the room, tail whipping at everything in its path and a stand actually flew at them, the two having to jump to the side to doge it.

Before it could crash on anyone though, something stopped it mid air.

“Hey! That’s not very nice! Someone worked really hard on that you know?!” A voice spoke over the chaos.

The table was set down, and Tony looked up to see none other than Spider-man on the ceiling, letting go the web that had caught the stand.

The lizard roared, rearing its head at the new presence, jaw snarling with disgusting slobber, eyes focusing in on new prey.

“Yeah you heard me! Shame on you! If you couldn’t come up with a better project other than a snazzy cosplay, then you shouldn’t take it out on other’s work!” the hero quipped, jumping off the ceiling and out of the way of a swiping claw just in time.

“So what’s your name? I gotta know! The incredible iguana?No?” he dodged and weaved between swipes with the grace of an acrobat, as if it were too easy for him “hmmm how about the slyther? No? Yeah that didn’t sound too great when I said it either.” he jumped into the air, slipping right between the thing’s massive jaws and narrowly avoiding getting bit. Jesus this guy was going to get himself killed.

It didn’t help that he was nearly dwarfed by the thing.

Remembering that he could actually fucking help in the situation Tony made a call for his armor and waited anxiously, staying out of the way.

“So what’re you here for? Don’t tell me! You lost your lounge of baby gators?” He landed on the ceiling, and then shot off from it just as the creature was looking up, only to slam his feet right in his face, the blow nearly throwing it off its feet.

He could hear the armour coming outside, just a few more seconds.

Spider-man dodged the tail that came whipping around as a counter attack, but the lizard kept spinning, using the momentum to come at him with a claw, and since he was mid air, there was no way for him to doge this time. The guy went flying all across the room, breaking through the wall at the end.

Shit, this was getting bad, if only he could call the other Avengers, but sadly they were in DC right now, and he needed help now, so Ironman would have to do.

He stood up just as the pieces of his armor came flying in and slammed against his body with urgency.

The lizard was distracted by the flying parts, and turned to him, a threatening hiss coming from it as it slowly turned to face him like a predator.

He had more than half his armor on before he had to turn on his repulsors to dodge out of the way of a claw.

He aimed one of his hands and sent a blast at it, making it recoil as if it  hurt. Good, this thing wasn’t completely invincible.

He was in the process of trying to get behind it for a better shot when it suddenly swerved, that giant mouth coming at him with the intention to bite him when a web suddenly hit the top of it, keeping it from reaching him and staying comically open.

“Ah ah ah! No biting the hero lizard man!” Spider-man spoke, holding onto the other end of the web. Apparently the guy was still standing.

The lizard turned his attention back at him surprisingly, and Ironman took the opportunity to barrel into him, pushing him against the ground.

“You heard the man, stand down! I will NOT have you ruin another Expo! Seriously don’t you have a sewer to haunt or something?”

He was surprised when the thing actually threw him pack, apparently this thing was pretty damn strong.

Spider-man was in the process of swinging around it, cleverly trying to wrap its jaws with his web, which resulted for like, zero point three seconds.

“Holy shit! Okay, that’s bad, uhhh Mr. Ironman sir? Probably a good idea NOT to get bit by that thing, pretty sure it would be able to sink through your alloy!”

“Are you responsible for this thing?” Tony asked, ignoring the obvious warning “Because if you are I gotta say you’re not painting a very good image of yourself!”

“No! I have no idea where it even came from! I was just passing by when I heard screams and came to you know! Check it out!” He squeaked, his voice had cracked a little, which was the first thing Tony noted as odd.

“Friday?” he spoke up privately to his AI “see if you can get some scans on that guy while I deal with this.”

“Sure thing boss” Friday spoke.

They tussled with the thing, Ironman standing out of range of it, and Spider-man actually getting in there and keeping it at bay. If he didn’t know better he’d even say he was trying to protect HIM from the thing.

The way this guy moved and was like he was born to do this, his leaps executed with grace, avoiding obstructions like he knew they’d be there all along, dancing around the large lizard creature like it were a simple game. This guy wasn’t just powerful, he was good.

That being said though, he clearly lacked experience, he was doing things by instinct and figuring out a plan on the way, which wasn’t working out very well so far.

It was when he did get hit again and went landing on somebody’s stand that the creature hissed and recoiled, as if in pain from something.

“AUUGHH! That’s cold!” Spider-man yelped, getting away from a gas that was leaking from the broken stand.

“Wait...Ironman! I have an idea to take this guy down! Keep him busy!”

“What?! What do you think we’ve been doing so far?! Because it sure as hell isn’t winning!” The man countered, trying to draw the things attention to him with some more blasts, succeeding in annoying it if anything.

Spider-man was doing...something, by the stand, grabbing the tank of gas and attaching it to a disperser.

Ironman realized what he was doing.

“Nice thinking kid!” He said, noting how he didn’t even say anything to ‘kid’. Instead Spider-man turned back to the fight, tank and dispenser in hand, and blasted the cold gas.

The Lizard tried to back away from him, but he followed relentlessly, focusing primarily on his legs.

It slowed down, shrinking down to the floor. Lizards were cold blooded, and once you made them cold enough, they would naturally fall into hibernation.

Soon it was starting to settle down, and Tony took that moment to properly look at the onesie wearing hero.

“Friday how are we doing there?”

“I have all the scans I could make finished Boss. Do you wish to see them now?”

“Sure, hit me”

A set of vitals showed up on his hud, stating height, weight, body mass, and a likely estimate of age. His heart nearly dropped.

“That can’t be right, scan again.”

“I have done it three times Boss, these are the most likely results.”

“He can’t possibly be a teenager!” Apparently he’d said that a little too loudly, for the guy whipped his head around.


“Please tell me you’re not a teenager kid, I knew you’d be on the young side but…”Iron man said, landing on the floor now that the danger was over.

“Umm.... I uh...I gotta go…” The kid said hesitantly “The guy’s pretty out of it I’ll just leave him to you…”

“Kid wait!” But before he could stop him, he was already swinging out, and Tony couldn’t very well leave a giant lizard unattended. “Damn it!”

Chapter Text

This sucked! Not only had that fight been absolutely terrifying, he had a nasty gash on his chest from the lizard’s claws which he was desperately trying to cover up with his hoodie and jacket, but he also had to make sure he swung far away enough from the Expo so that he could change and THEN run all the way back!

By the time he did so, clean up had done their job, and they were trying to get the exhibit back together and make sure everyone was okay, Ned was waiting by their table, which had miraculously remained untouched in all that chaos.

“PETER!OH MY GOD DUDE! WHERE WERE YOU?! I THOUGHT YOU WERE GODZILLA CHOW!” Ned nearly screamed when he saw him, running over to him and completely forgetting about the two figures that he’d been talking to by the table.

“Sorry! Sorry! I’m okay! I tried to run to safety but I got um- knocked out by ah uh…” Before he could finish his lame sentence though Ned was already talking over him.

“You got knocked out?! Dude! Are you okay?!”

“I mean yeah, yeah I’m good. Solid, Spider-man found me, helped me out!” His voice cracked a little towards the end, his nerves getting the best of him.

“Mr. Parker I assume?” A voice interrupted the two.

He turned with Ned to look, and his breath got caught in his throat. Standing right there in front of them, was Tony Stark himself.

If hadn’t just fought alongside the man in secret, and inadvertently having hinted that he may or may not be a minor, he would have been a LOT more excited about meeting the man as Peter Parker.

“Oh! Shit! I’m SO sorry Mr. Stark! T-this is my science partner Peter Parker! The one I told you about” Ned floundered, but Peter was still frozen on the spot.

“Yes, I gathered as such after all the girly screaming. Glad to see you’re alive Mr. Parker, Happy tell security the kid showed up.” He quickly told his bodyguard, before turning back to them. “Do you need any medical attention? I heard something about getting knocked out? No?” Peter shook his head vehemently “You good?”

“I - um - yes sir, I’m- ah- I’m good! Thank you sir, it was nothing really.”

“Hm…” He didn’t look convinced, but let it go for now. “So, your buddy Ted here-”

“It’s Ned actually sir”

“- was showing me the project you two made, care to join us and finish the presentation?”

“Oh! Um! Yes! Of course sir!”

The two boys hurriedly went back to their table, Ned gesturing to the open machine, gesturing for the mechanics “So I just finished going through the mechanic build and the software, I was about to get to your part, wanna talk about it yourself?” Ned offered.

“Oh, yeah I can do that.” Peter said nervously, grabbing their display vial, where they had some of it stored still in liquid form.

“So this is um- the formula we’ve been using for the casts and uh-” God, he was too nervous, he needed to calm down. “It stays in liquid form if it’s vacuum sealed right after producing it, but once it gets used in open air, it takes just about a fraction of a second to solidify” He tried to explain. Stark was giving him odd looks, and it was just making his nerves get worse, his senses were dialing up as a response.

“It uh, its density and strength depends on the consistency of-uh-the-liquid” God what was wrong with him.

“Dude are you alright?” Ned interrupted, his face looking concerned “You’re getting really pale there.”

“Yeah, yeah I’m good. Sorry, Guess I’m just a little nervous still.With what happened.Sorry sir” He quickly added the last bit towards Stark, whose expression...softened? Was he feeling sorry for him? Oh god this was the worst situation possible.

“It’s okay kid, just take a breath. You’re panicking, it’s over, that creature isn’t here anymore, we’ve had it removed from here, and you’re doing good. Just take a breath and when you’re ready continue.” He said, taking the sample vial to have a closer look at it, giving Peter some time. For which he was thankful.

God breathing hurt, the gash on his chest was not making it any easier, it was hot and painful, likely getting infected.

“It’s normal to freak out a little, bet you were never close to a fight like that huh?” The man continued.

“Oh, that can’t be it.” Ned put in unhelpfully “I mean, you’ve seen other big fights like that right?”

Peter shot his friend a murderous glare, of all the times for Ned to let slip something!

“Those were never anything like that!” He hissed.

“Excuse me what do you mean he’s been close to fights like that ? Because I’m an Avenger and I haven’t been close to anything like it” Stark caught on easily.

“Oh!It’s just, Peter’s been following Spider-man around and taking pictures of him, he got pictures of that thief battle a few weeks ago! It was so awesomeee!”

“Ned!” Peter nearly squeaked, his panic rising at the lack of control he was having over the situation.

“Really?” Oh no, Mr. Stark sounded even more interested in this.

“U-um..yeah, I...I live in queens, I see him wondering around often enough, and the newspaper was paying for some good pictures so…”

“How’re you tracking the guy? Because I’ve been trying for weeks and I can’t find a logical pattern to it.”

“Um...I don't think he really has one, sir.” Peter said meekly “I just happen to get lucky every once in a while and be around when he’s swinging by, chase him to where he’s going and if anything happens I take pictures.”

“You’re pretty familiar with Queens then” The man assumed correctly, to which Peter nodded.

“We both are sir” Ned input “Spider-man can be seen a lot in the area, it's kind of become a common sight at this point. I often see him swinging by after school when I’m on the train home”

“Really? Midtown tech wasn’t it?”

“Yes sir” Both boys responded automatically.

Peter was inwardly freaking out, he was going to find out the truth, he was going to put two and two together, Peter’s life was over!

And then, just like it was nothing, the man refocused on the table, setting down the vial and picking up instead their display cast.

“This the finished product?”

“One of them yes sir, this is the medium strength model” Ned answered for Peter, giving him enough time to calm down. “We have some smaller ones of the other strengths too…” Peter rushed to grab those for Ned, needing to feel useful with something to redirect his nerves.

Stark took a long look at him, before setting down the bigger one and taking them to investigate.

“These could be really useful…” He muttered, and Peter was sure if it wasn’t for his hearing, he wouldn’t have heard it in the commotion of the expo. He put pressure on the one meant for broken fingers, testing the thin strings and straps, which didn’t give. “Tensile strength of this is impressive. You come up with this all on your own?”He asked them.

“Oh, Peter did sir, he’s the chemistry genius, I’m more into the software part of things.” Ned responded once again.

“I-it manages to maintain a lightweight, but also a reasonable strength to keep small broken areas like fingers from getting further hurt or moving.” Peter answered, getting a little calmer now that Stark was focusing on their project instead.

“I can see that , yes…” Stark trailed off, setting them down. “So, what’re you going to do about it?”

The two boys stared at him for a moment, looking taken aback by the question.

“I..uh excuse me sir?” Ned worded their dumbfounded moment.

“What do you want to do with your project? Do you intend to sell it, make your own thing from it, upgrade it…” he gestured vaguely to it.

“Oh we uh...well we haven’t really decided?” Ned confessed, looking to Peter for confirmation.

“Yeah, we were kinda just hoping to show it off here for now, and see where we were going to go from there.”

“I mean we’ve already got some offers on selling it” Ned noted

“Wait, we did?” Peter was taken aback.

“Yeah a few, but then Mr. Osborn came by with that proposal for you and I couldn’t tell you before this whole incident happened” He explained, gesturing for the half destroyed room.

“Osborn huh?” Stark interrupted, Peter couldn’t quite make what his tone meant this time, there was some tenseness to it. “Can’t say I’m surprised, I’m not exactly a fan of his, but I admit he knows how to pick his people.” He sniffed, looking to the side briefly as if in thought before jerking his attention back to them “tell you what though, why don’t I, extend to you both the same offer? Paid internship at Stark Industries, you bring your project, and you further develop it. You get to keep a percentage of the profits from it, I get the other percentage in return for funding your development of it. Sound good?” He was such a fast talker, smooth and practiced that he didn’t even give the two teens the chance to recover from their apparent shock “Great, I’ll have my people contact you for further details later. Good work, keep it up and all of that. I have to get going to the next few tables, don’t pick Norman over me, I’ll take offense to that!” He said playfully as he left them, gaping and trying to understand what had just happened.

“D-did we just get hired by Ironman?” Ned muttered in shock.

“I...think we did?”


“What do you MEAN you lost him?!It was a SEVEN FOOT TALL MONSTER!No I don’t want to hear your excuses! Find that thing before it kills somebody!” Tony was yelling in his phone, pacing the living room of his penthouse in the tower to dispel his obvious anger.

He was so into it, he didn’t even register when the rest of the Avengers arrived and settled into the living room, listening in on the conversation.

“How does that happen?! How do the restraints just...let him go on their own? Without unlocking?! If you told me it broke out of them it would be one thing, but you’re just making it sound like that thing just vanished into thin air!Or that someone got through your security and broke out!” He gestured wildly as if the person on the other side could see him.

“Look, I don’t care! Find it! Apprehend it! Call me when you do!” And with that he ended the call and let out an exasperated sigh.

“Everything okay Tony?” Cap was the first to ask, as expected.

“Just dandy, all sunshine and flowers cap…” He muttered, moving over and dropping into the couch, sinking into its plush comfort. “I get my Expo attacked AGAIN, apprehended a giant lizard creature, lose Spider-man and THEN my security team lost the bloody creature, so it's now probably loose somewhere in the city!”

“Giant lizard?” Sam repeated, looking as if he couldn’t believe his ears.

“Friday play footage from today’s fight.” Tony simply ordered, too tired and frustrated to explain it himself.

Friday did as ordered, turning on the tv screen and playing the footage from the security cameras and his own recordings from the armor.

“What the heck is that thing…”Bruce muttered, re adjusting his glasses and getting closer to see it better.

“Well, I was HOPING to find that out after we had it in a secure location, but apparently it’s been misplaced!” Tony complained, rubbing at his eyes.

“So this thing is out there, on the loose. Okay, is there any way we can track it? “

“Not that I know of, the thing was purely organic, no traces of radiation or anything...and without some kind of tissue or blood sample I don’t even have a clue on how to start looking for it. I mean I guess I can run facial recognition scans and all that usual stuff, but I doubt that if it shows anywhere public we won’t know about it.” He pointed out sliding his hand down and letting it rest over his mouth.

“Does the Spider-man know how to track him then?” Natasha suggested, gesturing for the footage still playing. “What was he even doing at the Expo?”

Tony made to answer, but stopped when he came up empty. Why WAS Spider-man at the Expo? It was in Queens sure, but he hadn’t been spotted in that area previously had he?

How did he even know that thing would be there? He claimed he had no idea what it was but…

“Other than helping me take that thing down I have no clue. And when I confronted him after the fight he…” the young voice returned to his mind, he hesitated. “He freaked out and fled. I couldn’t follow and leave that thing unattended.”

“We should have been here. It was a bad idea that we all went to DC.” Steve said, his arms crossed over his wide chest, every muscle was tense. “I don’t like diving us, but I think we might not want a repeat of this. Tony could have been in a lot of trouble and we couldn’t have done a thing.”

“Hey, I would have handled it!” He defended himself, feeling like his pride just took a blow.

“Sure looks like it Tin man” Clint teased, pointing to the screen just as Iron man had gotten thrown back.

Tony just threw him a dirty glare and decided not to waste time on arguing about it. He was fucking tired, he needed a bath- no a jacuzzi immersion - and sleep- and maybe a drink or two…

“Did you at least get any information on him? Anything at all?” Natasha asked again, quick on the uptake, he knew she suspected something already. It made sense that Tony would have scanned the guy.

“Nothing we didn’t already know.” He lied, well sort of, he did tell them the guy was on the young side...just not how young. “But I might have a lead on him. I met a kid who takes pictures of him for a newspaper, somehow he manages to track the guy. I’m thinking of keeping an eye on the kid, see where it leads me.”

“That’s...actually a pretty good lead” Steve said, sounding surprised, to which Tony huffed in offense.

“Yeah well, I know how to do my job. But it’s best if only I deal with that for now. The guy’s pretty jumpy, one sign that the whole of the Avengers are after him and he’s gone.” He warned, looking specifically at Natasha and Clint, he knew they’d jump at the opportunity to do some spy work and get the guy “And besides, If I’m going to do this, I need you focused on Ross and the Accords. I’ll help where I can, but you are the main guys on it.”

“Very well Tony “Steve agreed, surprising the billionaire with the lack of fight “But, Clint stays with you in New York next time we have to go to DC. I don’t like leaving you without backup, especially if giant monsters are popping up.”

“I am more than happy with this plan!” Clint said promptly” I didn’t think I could stand another minute with Ross without shooting a dummy arrow at his ass.”

“I don’t know Clint, I’d kind of like to see that on the news” Tony countered in amusement.

“Tony…” Steve warned.

“Fine fine, Clint can stay, but he’s not following me around while I work my investigation, he can do his own thing until I need backup recapturing that thing.”

“Works for me” Clint agreed.

Chapter Text

Peter wasn’t sure how to feel.

On the one hand: holy shit. He fought with THE Iron man! His little nerdy heart soared everytime he thought about what had once been only his teenage superhero fantasy. On the other hand...holy shit he fought with Iron man, that was really bad, because of course the guy had scanned him!He should have guessed! And he was pretty certain he suspected he was a teenager.

Not just that, but once meeting him as Peter, he’d found out the man was actively tracking Spider-man, he was on his radar.

Peter wasn’t an idiot, he knew the Accords were mostly being discussed between government and the Avengers, so if they were looking for him, that meant Spider-man would be relevant to those new laws. He could not get caught, under no circumstances.

He was lucky enough that the man had apparently not figured out his ridiculous pattern of vigilantism. Other than the odd night or another when he was searching for the Beetle, he actually DID have a pattern, it's just that Stark probably didn’t realize it was a student’s pattern.

The odd hours where he was in school and couldn’t patrol, the ones where he had to be home before May got back from her shifts...He decided he needed to fix his routine, maybe spread out and expand more, crime had decreased steadily anyway since he’d started doing this, so he guessed it had moved around more to avoid him.

He would have to devise a series of routines and routes to throw anyone following him off his scent, which also meant he could no longer afford to just crawl out of his window at night, he would have to change away from his home, he couldn’t risk leading anyone back there.

And then there was the internship proposals. Having gotten many offers for their project to be sold was great, but both Peter and Ned agreed, that in the long run, they would like to perfect it more and take the internship opportunities.

The best two options had of course ended up being Oscorp and Sark Industries, but Ned had never gotten an offer from the first, which meant they were more than likely to take SI’s offer, plus, that one actually paid!

The mere thought of being able to bring a more steady income to help out at home was too tempting, but he’d also be going with his best friend, and to one of the few companies that NEVER took interns! At least not High school ones.

He would just have to make it work somehow, be on his toes and listen to his Spidey-sense.

So far it was reliable enough to keep him out of trouble.

He let his head drop to his desk, his eyes incapable of reading the textbook he was supposed to be studying for Spanish.

“Why does the world have to be so complicated” He moaned to himself. All he wanted to do was help people! Do the good deed! Make uncle Ben proud of who he was becoming.Why did there have to be laws preventing people from HELPING others? Why did everyone seem to believe Spider-man had some secret hidden agenda of pure evil? It was probably the spider theme wasn’t it? Well it wasn’t his fault a spider bit him! At least he wasn’t the amazing slug man or something...ew.

“Thinking really hard there Pete” May’s voice startled him so bad it was a miracle he didn’t jump straight to the ceiling.

“M-may! Why didn’t you knock?!” He stuttered, trying to recompose himself and blushing when she chuckled.

“I did, but you were so focused you didn’t hear me” she motioned with the tray in her hands “I brought you a drink and some study snacks, lord knows you lose yourself when you study and won’t feed yourself”

Peter smiled at this, feeling the warmth that usually filled him when May did these little gestures for him.

“Thanks May...and yeah...just...thinking about things. Making it hard to study” He admitted.

“Hmm? Well, what is it about?” His aunt asked, setting down the tray on his table and sitting down on the bed nearby so they could be more eye to eye level.

“Well…” he hesitated “You know the Expo? How Ned and I got a few offers for our project and stuff?” May nodded “we also kinda got some internship offers…”

“Peter that’s great honey!” She exclaimed, her smile brightening.

“Well..yeah, it's pretty cool...” He agreed.

“I’m sensing a ‘but’ here” May pointed out.

“But I’m not sure if I should take them?” Peter said, feeling a little unsure of himself now that he was actively telling someone. “I mean, the two big ones are Oscorp and Stark Industries, I’m not sure about the first one, but SI is a paid one…”

“Okay? You’re literally only giving me positives here Peter, what’s making you so uncomfortable about it?”

“I don’t know...I guess I’m a little scared to go? It’s a really rare opportunity, I mean I have never heard of them taking high schoolers before, what if I mess it up?” Realization seemed to dawn on his aunt, her features softening.

“Oh Peter...come here.” He easily accepted the offer, moving to his bed to sit next to her and dive into the offered hug, her sweet vanilla and jasmine scent was never overbearing on his senses. “How could you possibly ever mess anything up? You’re a brilliant young man, with a heart of pure gold. I don’t think anybody could ever dislike you” Peter snorted, his mind instantly thinking of Flash thompson, even though he probably had worse examples. May didn’t seem to think anything of it though.

“I’m sure that, whatever happens, you will shine through and excel, you will dazzle those big brains with your own, and if you do mess up? Well, let me tell you something Peter: we never mess up. Things always happen for a reason, be they for us to learn an important lesson, or to have a change in paths, what matters is what we make of it, that we stand back up again and have the will to fix our mistakes. I’ve seen that in you, I know you can do it, there is no one more dedicated than you, and I’m sure you will succeed.”

He couldn’t help the small tears that gathered at the corner of his eyes, the thankfulness in his heart for having such a good person in his life.

“Thank you May…” He whimpered against her shoulder, trying to keep control of his emotions. “I...I wish Ben was here...I wish I could ask him about this too...I miss him.”

“Oh honey...I know” her hand carded through his curls, the gesture soothing against his scalp. “He would have been so happy for you, would have told you to go for it, jump at the opportunity to get some experience, even if it is for some big hotshot.” They both chuckled, Ben had never been a huge fan of the rich and famous.

“Okay…” he found himself agreeing.


“Yeah...I’ll apply to SI I pays, and it’s actually supposed to be better than Oscorp anyway, hopefully Mr. Osborn won’t be too offended…”

“I doubt he’ll waste his precious time being offended about getting turned down by a teenager sweetie. When would you start?”

“Um...I got an email from their recruiting staff some hours ago, I think it said somewhere after the holidays?”

“Plenty of time for you to prepare yourself then, though it does go right on top of our moving days…”

“I can still help with that! Don’t worry about it!” He hurried to say.

“Oh I know you will, but maybe I can ask a few favours at work, see if any of my colleagues can lend us a truck or something so we can move more things at once…” She seemed to think on it for a moment, before shaking the thought away. “Anyway, I’ll let you get back to your studies, I hope to hear when you accept the offer!” she told him, getting back to her feet “and remember to eat!”

Peter could only smile, watching as she closed the door and left him to his room, in much better spirits.



December’s last school days finally came, and with it the cold. It wasn’t quite snowing yet, but it was cold enough that Peter was struggling outside when patrolling. He learned the hard way that apparently spiders did NOT thermoregulate, and although he wasn’t full spider, apparently it affected him enough that he’d once nearly fallen asleep on a roof one night.

So, for fear of freezing to death he now had to wear an unflattering warm jacket over his already dingy costume and a pair of leg warmers, which wasn’t enough but he really couldn’t afford to wear more clothes when swinging, it would get in the way of his movements, and swinging, although fun, was pretty dangerous.

He was coming back home from one of his shorter patrols after school (he could go back out after dinner), having changed in an alley a few blocks away and making his way back in much warmer clothes now, thank god.

But as he came near his building he noted people gathering around and staring at a very flashy looking car, an Orange Audi, definitely expensive.

Peter eyed it for a minute or two, before the cold started to remind him there was a semi warm apartment waiting for him upstairs and hurrying his way up.

He had his headphones on, some music playing loud enough to block everything out, he tended to put them on after patrols, as he used that time to hone in on his senses and pay attention, so by the time he was done he needed a break.

This and his drowsiness from the cold were probably the reasons why he didn’t notice anything at first.

“May I’m home” He announced out of habit, dropping his keys on the little table by the door and taking off his jacket, putting it on the hanger.

“Hey honey! How was school?” He barely heard her over the music.

“Oh, you know, boring, last class before holidays, Professor Connors even missed his class.” He responded carelessly “There’s this crazy car parked outside, did you see-” But just as he turned around to face his aunt, the words dropped to his stomach.

May was on the couch, with a man that could only be Tony Stark, smiling over a cup of tea and her dreaded date loaf.

“Peter, this is Mr. Stark! He came by to talk to you about the internship!” May said excitedly.

Mr. Stark gave him a clearly practiced smile, looking over his rose tinted sunglasses.

“Hey there Mr. Parker, I trust you remember me from our meeting at the Expo? If not I would be severely disappointed that you didn’t know me from the news at least.” He said, standing up to shake Peter’s hand, who numbly did so. He felt like he was in an out of body experience.

“Oooh, bit cold there champ, probably should wear gloves with this weather when you go out.” The man pointed out.

“O-oh! Yeah, sorry, I...I get cold easy.” May frowned at this, but thankfully didn’t say anything at the time, he was sure she was going to bring it up again later though.

Mr. Stark turned to May at this point, gesturing for Peter with a circling motion.

“Would you mind if I have like, five minutes with him? Just to go over some internship details.”

“Of course, Peter I’ll be in the kitchen” May told him, wandering off while Tony led the way to Peter’s own room, like he knew exactly where to go.

Even though Peter’s sense wasn’t going off, he was terrified, and when he heard the click of that door, he felt like his fate was sealed.

Mr. Stark didn't immediately speak however, and instead headed for his trash bin to spit out a piece of the date loaf.

“As far as date loafs go, that wasn’t too bad…” the man said, turning around to face the boy, he got distracted halfway through his turn though by Peter’s desk and all the clutter of electronics lying around, it was worse than usual because he was in the process of packing everything for them to move out of their apartment, but Peter thanked his lucky stars that he hadn’t left out any of his spider man notes in view. “Ohhh!” It almost sounded like a tiny squeal of interest “What do we have here? Some retro tech huh? Thrift store? Salvation army?”

“Uh...the uh...garbage actually…” Peter answered, resisting the urge to swallow the lump in his throat and distractedly crossing his arms over his chest defensively.

“You’re a dumpster diver?” It wasn’t a question really, it was more an incredulous statement, but Peter still felt the need to justify himself.

“Yeah I was-” He cut himself of before he could start on a tangent.”Anyway, look, you didn’t have to come all the way here Mr.Stark. An email would have been fine-”

“Ah ah ah! Me first.” The man interrupted, pulling out his phone and turning on a holograph of the Daily bugle, one of his pictures of Spider-man on the front page.” I actually came to talk to you about this first today. Though we can talk about the internship too, don’t worry about that, its unrelated, but this is a bit more urgent.”


“Turns out, I’m in dire need of finding this Spider hero going around Queens, and currently, you are my only lead to get in contact with him.”

He froze on the spot, this was his worst  nightmare...okay maybe not the worse, but it was pretty high on that list. “So, as...the official photographer of the Spider-man, I was hoping you can help me out.”

“I...I...w-why exactly are you looking for him again?” God why was it hard to talk all of a sudden, he subconsciously crossed his arms over his midsection, defensively.

“ a bit harder to explain, and I’m probably not allowed to tell you. But let’s just say that if I don’t talk to the guy soon, somebody else is going to come after him later, and they won’t be as lenient.”

“So the government?” Peter asked doubtfully, unsure if he read into it correctly, but he assumed this had to do with the accords and the new laws towards people who were in anyway different from the norm.

Mr. Stark didn’t answer him, but the look he gave him was more than enough. “Okay...okay um...well I’m not sure I can help you sir, I just take pictures of the guy.”

“That’s not entirely true is it?” Oh no. He knew, he freaking KNEW. “I mean, the angles you take those photos from...the accuracy of the, you know the guy don’t you? What is it? You got a deal with him or something? Is he a friend?”

Okay so maybe he didn’t know.


“Look, all I need is to set up a meeting with the guy, I just want to talk to him, no big deal. If he proves to not be a threat-”

“Spider-man is not a threat” Peter was quick to defend, inwardly hitting himself for doing so too fast.

“As I was saying, as long as he proves that he isn’t, then nothing else will happen, and I’ll let him go on his merry do goodery way. Possibly try and get his contact for emergencies, nothing else.”

Peter bit his bottom lip in thought, conflicted with the choice. Should he be honest and tell him? Or maybe he can play this up, set up a time for them to meet costume to armour and keep his identity still a secret.

Mr. Stark wanted his contact for emergencies, he wanted to WARN Spider-man, make sure he wasn’t a bad guy. Could he really blame him for it? Spider-man didn’t have the best of reputations, thanks to the newspapers, and in truth he could see how a new enhanced person could pose a threat, if it were anyone else Peter would probably have checked them out as well.

In their line of work they saw people break their moral compass far too often, so it was reasonable thinking.

In the end he chickened out, but he couldn’t leave the subject be. They were coming for him, whether he liked it or not, he might as well make it peaceful.

“I-I’ll see if I can get a hold of him next time...I can’t promise anything though.” He said reluctantly, pointedly glaring resolutely at anything but the billionaire in front of him.

“That’s all I ask. Here, give him this number next time, and don’t share it around got it? That’s my private number, don’t want paparazzi getting a hold of it.” He handed him a card with the Avengers logo on it and an oddly obnoxious picture of the man himself flashing his award winning smile, it was almost like those cartoons where you could see the twinkle in his teeth.

“Now, as for the internship, is this what you made your project with?” He motioned for all the spare parts.

“Oh! Um...some of it? We had to buy a lot of the parts we needed, and the chemicals of course, but if there was something I could recycle know.”  He relaxed a bit more, relieved to be out of the Spider-man subject.

Mr. Stark made a thoughtful sound, observing the items for a moment.

“What else have you made? I can see that a lot of this has already been cannibalized, so that was definitely not your only project.”

No, it was not, a lot of the parts he’d used were for his webshooters and goggles, but he wasn’t about to tell him that.

“, know, computers, and practice projects, just small mechanics like servos and stuff, I used to use some for my uncle’s repair jobs sometimes as well…”

“Your uncle?” Mr. Stark questioned for a moment, looking up from the desk, while idly messing around with a screwdriver.

“Um...yes..he ah...passed away...recently sir, he was an electrician, he...liked repairing old machines.” It still hurt to talk about it, it was getting easier, but there was still a painful gaping hole in his chest everytime, it had hardly been over a month.

“Ah…” Mr. Stark looked uncomfortable, like he really didn’t know how to act in the current situation, so instead the drove the direction back to the subject.

“So, you obviously know your way around mechanics and software, but your friend said you were best at chemistry? Any plans on what you want to follow up in the future?”

“I...I’m really not that sure yet sir. I don’t think I’d mind any of them, I tend to be a little better at chemistry because my parents were experts in the field and I guess I sort of picked it up from there.”

“Right, right, Richard and Mary Parker wasn’t it?” Peter was surprised the man knew about them, especially since he didn’t seem to be aware of Ben, but then again, that had been recent, so maybe that was why.


“Geneticists, I didn’t remember them at first when I read up on your file “the man said airly, as if reading an intern’s file was a normal thing “I’m not really good with faces, or names for that matter, but I am good with remembering research and papers. I remember reading some of Richard’s and Mary’s stuff in cellular research, I might have even met them at some point, I’m not sure, not usually my field but I was bored.” Peter was absolutely floored at this point. “It was good work, too bad it never quite got anywhere. Would have been nice to get a cure for Cancer.”

“Wait, what?” Mr. Stark stopped for a moment, seeming just as surprised as Peter when he noticed the boy’s reaction.

“You didn’t know? I don’t think it was a private paper?”

“They were working on a cure for cancer?” Peter repeated, somewhat amazed. He knew his parent's work had been important, but not THAT important. It gave him a warm feeling of pride.

“Yep, did pretty good too from what I remember reading, the theory was sound, but practical use was questionable at best, it was still years before being complete. I can uh...I can get you a copy of that paper if you’d like?” He offered awkwardly, he seemed a bit unsure if that was the proper way to socialize with a teenager.

Peter couldn’t help the excitement that flourished in him, as he nodded enthusiastically.

“I’d love that sir! Thank you! I-I can’t...I don’t even know how to thank you!”

“Get me that meeting with Spider-man and we can call it even all right?” He gave him a playful wink, and Peter knew, he was going to get that meeting set up, there was no way he wouldn’t now.

“Anyway, I better get going before the media starts camping outside your building.”

“Oh! Yeah! Of course!” Peter said, quickly getting back to reality and moving to lead him out the door. “Thank you again for coming Mr. Stark, you really didn’t have to, but it's appreciated!”He tried to be as polite as possible, while they went to the front door.

“Don’t worry about it kid, I needed a break from business papers anyway. I’ll see you monday then.”

“Yeah! See you mon-w-wait!Monday?!I thought I was going to start after the holidays?!” But all Tony Stark did was give him a lazy salute, not even turning back to him as he made his way into the hallways’ elevator and left.

“Don’t be late Parker”

Chapter Text

Peter was going to be late!

The weekend had flown by so fast, what with him and May too busy packing everything, and his late patrols as Spider-man.

He was exhausted, and his body was more sore than usual thanks to all the activity and the biting cold, just a bit more and he was sure it would soon snow.

It made it hard to wake up on time in the morning, and by the time he did, he had very little time to get ready and run off to the subway station.

Of course, Parker luck struck at the worst times, and he was waiting on his train in the underground station, when he felt it.

His sense started tingling, warning him of incoming danger, then he started to hear it: a low rumbling kind of hiss that sent a chill up his spine.

He stepped away from the tracks, looking around briefly at all the people in there. He had to act fast, so he ran for one of the public restrooms (and ew, no one should ever enter new york subway bathrooms) and closed himself off in a stall, quickly moving to change into his suit. It took longer than he liked, and when he finally came out, backpack strapped behind him tightly (he couldn't exactly leave his clothes in there) he saw it, the train was stopping by, and crawling from atop it, came a scaly body in tattered remains of someone’s clothes.

It was the same lizard he’d fought at the Stark Expo! What the heck? He thought Ironman had taken that thing somewhere safe!

More importantly, there were a LOT of people in the station, and even more in the train,a battle in such an enclosed space with so many targets was a terrible situation to be in.
“EVERYONE! OUT! NOW! IT’S NOT SAFE IN HERE!” he shouted, snapping a few of them out of their shock.

There was instant panic, running and trampling, what else was new in New York? Urgh, panicked people would always make it worse on themselves, blocking the exits in their rush and hurting each others while Spider-man was left to deal with big and scaley.

Speaking of, the lizard sniffed the air, like was searching for something, and when he had shouted out his warnings, it turned its head in his direction, his irises sharpening as if they focused on their target.

“Aw! Ya miss me big guy?” He quipped, quickly jumping out of the way as it charged at him, his force nearly toppling the train on its side. “Hey hey!Watch the train! You know they don’t exactly repair those too often! I don’t want to have to ride a subway with part of its side missing in the future!”

The lizard whipped around quickly, his long tail smashing against a pillar, partially damaging it, sending brick everywhere.

He noted there were still a lot of civilians around, even a frozen on the spot child not too far away. He needed to take the lizard elsewhere, away from the exists, and away from the train and its people, who were all out refusing to come out.

That left him with only one option then! He shot a web at the ceiling, pulling himself over the train and onto the tracks.

“Hey greenie! How about a little stroll? It's a little too crowded here for our second date!”

Thankfully it didn’t take much convincing, it seemed the creature was fully focused on him,  quickly crawling over the train again and following him into the dark tunnels.

That meant it was after him specifically, somehow it must have tracked him, and for some reason it was interested in him and him alone, as it ignored all other easy prey at the station.

But why would the Lizard be after him? Had he been after him at the Expo as well? No, this was different. At the Expo he’d been almost fully focused on Ironman, now however he was focused on him.

Think Parker think! What did he know about lizards? Well their sight wasn’t necessarily the best, but not terrible either. They had really keen sense of smell, which come to think of it was probably how he tracked him, and he already knew about the cold blooded trick.

In theory he could lure it outside at the next stop and let the cold weather slow him down, but that involved too many civilians in the way.

Unfortunately it wasn’t as cold underground, so he had to find a different strategy this time.

He could risk just beating the crap out of the thing, knock it unconscious maybe? It wasn’t the best battle arena for him specifically, but he could make do with it right? Maybe if he set webs around like traps he could slowly wrap that thing up and restrain it?

Before he could think further on it his spider-sense sharpened, but he had no time to do anything about as a large force struck his back and threw him to the floor along with its massive weight over him.

He landed painfully on the train tracks, and had barely enough time to twist his body to block and incoming blow of sharp talons and kick  the Lizard in the stomach with as much strength as he could muster to throw him off.

Scrambling to his feet he was alarmed when he felt a burning pain on his back, he felt the fabric dampen on some spots of it, likely his own blood.

Praying to whichever god was up there that the Lizard’s claws didn’t have poison, he jumped from his spot, pulling his fist back only to bring it down with half his strength at the creature’s Jaw just as it was getting back to its feet.

It stumbled, but the hit clearly hurt it, so he swung a second fist, feeling his knuckles bruise with the increased force.

He didn’t usually have to use so much, he was used to petty thieves and regular humans, this was a whole other league.

On the third punch the Lizard managed to get enough distance to dodge and swung his body around, tail whipping forth with devastating force and smashing him against a wall, the cement cracking.

He was definitely going to feel that one. Scrambling with his hands and feet on the wall he pushed himself to the ceiling and away from that thing before it could get another swipe at him.

His foot however was caught and he was pulled back down onto the stupid track bars again, his back screaming in protest at the impact. A clawed hand wrapped around his neck, keeping him in place, the frighteningly toothed jaw coming close to him, the horrible stench of whatever it ate invading his nostrils.

“Gah! Lizard! I make it a policy to no kissing until at least the 5th date!” He quipped out of desperation to control his rising panic, his air was being restricted, the muscles straining to keep the bones from his jugular from breaking.

This was it, he was going to die in a stupid tunel, killed by a smelly Lizard! He saw dark spots start to show around his vision, he was losing consciousness, why wasn’t he dead yet?!

An extremely loud noise blared, almost overwhelming his poor ears, and apparently that of the Lizard, for the grip on his throat was suddenly gone and he could breathe again.

His Sense alerted him even before he realized the increasing white light falling on them, he turned around and had just a fraction of a second to roll out of the way as a train came by and hit the Lizard with a sickening force.

He lay on the floor, hands over his ears, waiting for the ringing to stop, and to recover his breath.

His heart beat so fast he was pretty sure it would just jump out and scream in terror, his mind racing now that oxygen was back to it, going over just how freaking close he’d been to dying.

He needed to leave, before it came back for him. He really didn’t want to leave that thing lose with all the civilians around, but if it was coming for him it would likely do so soon, and he really shouldn’t wait around for it.

Looking around he found his backpack, which had been ripped off of him when he’d been tackled.

He picked it up and quickly made to run the opposite way that train had gone, he needed to put some distance between them.

Stumbling at first from disorientation, he began to pick up his pace until he could feel strong enough to swing again. He quickly made his way out of the next station, avoiding the police already waiting there and the civilians and rushed out into the new york streets and to a rooftop far away enough for him to assess his injuries.

He cursed when he noticed he had stained his backpack with the blood from his back, though it wasn’t too bad, not super obvious at least, maybe he could wash it off when he got home.

He undressed from his costume, noting how the top part was completely ruined now, he would have to find a replacement.

One of his lenses had cracked as well when he’d been smashed against the wall.

At least his webshooters were still okay? Those were the most expensive parts of his costume after all.

He was fortunate that his roof actually had a hose for washing the place and used it on his wounds to clean off the blood, and dried off with the clean bits of his ruined hoodie before switching to regular clothes.

With his enhanced healing they had already stopped bleeding, but it would still be awhile before they healed.

The bruises were starting to show, but they would fade by the end of the day, so it wasn’t that big of a deal. He didn’t feel like his face was swollen, although it did hurt where the lens had cracked, so he probably had a bruise there as well.

Great, just was he going to explain this at his….oh shit! His internship! He was SO late!

Scrambling for his backpack, he threw the hoodie to a corner, hiding it to pick it up later and stuffed the rest of his costume inside before putting his backpack on, leaving only his mask out and putting it back on.

No time for the station now, and any other transport would take too long! Swinging it was!

He jumped off, praying that no one could get a good enough picture if he stuck to high altitudes and made his way to the Avengers tower as fast as he could.


He broke his speed record, he was pretty damn sure.

By the time he was bursting through the rotating glass doors, he was out of breath, his hair was everywhere, and he was pretty sure he was going to make the worst impression in history of an intern’s first day on the job.

Feeling the bodyguard’s gazes lingering on him, he hurried to the front desk, where a good looking lady, dressed in clothes that had to be worth more than his apartment sat, fingers gliding across a keyboard.

When he got close enough she looked up, her sharp slim eyebrows furrowing in what must have been confusion at the sight of him.

“H-hi, I’m here for an internship? I’m sorry I’m a little late, there was a situation with the subways and-”

“Name?” The lady, Sophie her name tag said asked before he could further ramble. At least she was humouring the high schooler who looked incredibly out of place there.

“U-um, Parker!P-Peter Parker! I got the internship recently from the Stark Expo”

Sophie nodded, and for an unnerving amount of time Peter waited. Eventually those those sharp eyebrows rose in surprise as she looked from screen to the boy and back again.

“Very well mr. Parker, welcome to Stark Industries, please wait a moment while I print out your new ID.” She said in a practiced manner, as she turned to the machine that started printing out said ID.

“You are to head to the elevator on the left, Mr. Stark requested that you meet up with him first before being assigned to your lab space on the 57th floor.”

“O-oh? Okay, I hope he’s not too mad I made him wait…”

“Not to worry Mr. Parker” Sophie said with a kind smile “Mr. Stark is known for always being late to his own meetings, in all likelihood you will be there first.”

“Oh! Still, I’ll make an effort not to let it happen again, thanks.”

“My pleasure..” she paused, looking at the newly printed card “Peter” she smiled, handing it to him. “And if you ever have any trouble around here, feel free to come talk to me.”

“Oh! Thank you! Have a good day!”

Giving her a short wave goodbye, he rushed off to the elevator on the left, catching it open and was surprised to find no buttons on the sides other than an emergency communicator.

The doors closed and he looked around in confusion.

“Good morning Mr. Parker, to where do you need me to take you today?” An Irish lady’s voice spoke, startling him.

“Oh! Um, I’m supposed to meet up with Mr. Stark? I-is someone remote controlling this elevator?” He asked, looking to the tiny camera at the corner, barely visible to the regular eye, but with his senses alerting him, it was easy to find it.

“I am Friday, Mr. Stark’s personal AI, and responsible for running the building’s systems.”

The boy gaped at the ceiling in amazement, not having expected such a response.

“You’re an AI?” He felt the elevator start heading up, and leaned against one of the walls, having never felt too comfortable inside those things.

“That is correct.” Friday answered him.

“That is so cool! It -uh- it’s nice to meet you!”

“The pleasure is all mine Mr. Parker” If it were possible, she even sounded amused. Man Mr. Stark really was the best at what he did, it was so convincing, like he was just talking to someone on a microphone, he felt like he was being pranked.

Before he could continue the conversation, a ding announced their arrival, and the doors slid open.

“Please step out and head down the hall on the left, You will come to Boss’s personal lab, where he awaits.”

Shoot, so much for the man being late…

“Okay, thank you Miss Friday!”

He rushed off, not wanting to be anymore late than he had to, and came to a set of walls made of glass, likely ballistic and stopped by its door, which slid open upon his approach.

Metal music blasted out, and Peter had to resist the urge to cover his ears for the second time that day, man he was going to have the worst headache by the end of it.

It lowered in volume however when he came to stand by the doorway, and he saw the inventor in the middle of the room, his body halfway inside a giant looking Iron-man armor that he’d never seen, way bulkier and taller than the usual.

“Boss, Mr. Parker has arrived” Friday’s voice echoed from above.

At this, the inventor pulled himself out of the armor, face covered in grease stains and even some smoke smudges, likely from faulty wiring, his hair was pretty unkempt, and he wore a AC/DC shirt which allowed to barely see the reactor in his chest shining underneath.

Considering every other time Peter had seen him, he looked like a mess right now, instead of his usual pristine star appearance, this felt...normal.

“Ah! Mr. Parker! You’re late!” He announced loudly, grabbing a cloth to clean his greasy hands with before coming down the step ladder he’d used to reach the top of the armor.

Peter cringed, reminded of the situation at hand.

“Ah...yeah, sorry about that Mr. Stark, there was an incident in the Subways and I kinda had to run all the way here instead.”

“You take the subway?” the billionaire asked, twisting his nose in disgust, as if the idea of anyone riding them was an atrocity.

“U-um yeah,  our car got jacked about a month ago and was destroyed” He explained. Not that May would have been able to drive him here anyway.

“Ah, fair enough, but try to avoid those things, I’m pretty sure kids shouldn’t be riding the subway on their own.”

“It’s not so bad during the day” Peter tried to defend. “It’s usually pretty safe.”

“It appears that young Mr. Parker’s story adds up Boss, earlier today the subway traffic was stopped entirely due to a fight underground, featuring the Spider-man themed hero and an unidentified creature.”

“Wait, what? Spider-man?” Stark repeated, before focusing his glance back on the boy, this time reading him with more interest. “Did you see him again kid?”

“I…” damn it, he had hoped he could have avoided it, his mind raced to grab at any logical lie. “I mean...yeah...he was kinda just...there...fighting that...lizard thing...a-and it kinda got bad in the tunnels…”

 Lizard thing?” The man repeated, sounding baffled by the news “You mean the same damn thing that attacked the Expo?” Peter nodded meekly, unwilling to give more information unless asked. “Jesus kid you have some luck...Did you...did you manage to take any pictures?”

“, not this time, I didn’t bring my camera, and all the civilians made a pretty big mess of the place, plus they kind of went to fight inside the tunnels after a while, I think Spider-man might have been trying to minimize the risk.”

“Did he make it out?” The inventor asked, leaning against one of his steel desks, hand over his face, he looked thoughtful.


“Both of them I guess?”

“Oh, well,uh... I know Spider-man did, I don’t know what happened to the Lizard though.”

“Did you talk to him? Spider-man I mean.”

“I…” He hesitated, this was a good enough excuse to set up that meeting Mr. Stark wanted.

“Yeah, yeah I did. When he came out of the subways, we met up. I gave him your number and told him you wanted to meet.”

“Was he all right?”

Now that question threw Peter for a loop, Tony Stark was actually asking if Spider-man had made it out alright from a fight with a mutated creature?

He must have stared for too long because the man seemed to make the assumption that he had not.

“I see...hopefully he won’t have anything too serious...I don’t suppose HE has a phone number does he?”

“He...doesn’t exactly use his pockets Mr. Stark, claims things would fall out when he’s swinging around the city.” Peter explained. “And I don’t think he would have given it anyway.”

“Right, hopefully if he needs help he’s not stupid enough to ignore that card…” He paused, frowning, his eyes narrowing on Peter “Were you close to that fight?”

“What? No!”

“Really? Because that growing black eye kind of says otherwise…”

“O-oh! No! Nonononono! That-that was from the ...uh...the crowd! You know, people pushing themselves out of the gets kind of messy.”

The man took a long moment, judging his words, before seemingly letting it go.

“All right then, so when did you set up our meeting?”

“Uhh...he …” damn it he hadn’t thought this far ahead. “He said tomorrow? 2 AM, on the bank’s rooftop, just outside the tower?”

“Hn, that’s pretty close, I’m surprised he’d agreed to meet so nearby...figured he’d be more comfortable on his home turf.”

Peter just shrugged, in reality he wanted to be nowhere near the tower, but it was better than to let Ironman even remotely guess his routes in Queens.

“Y-yeah...I guess.” He said, awkwardly shuffling on his feet, he was starting to feel all the injuries and bruises now that he was in a calmer environment, even if he was still pretty nervous.

“Right, enough of that, thank you for setting it up, really. Tell you what, why don’t you work here for today? Consider it a reward.”

“I-I-what?” Peter floundered like a fish, staring wide eyed at his childhood idol.

“Yeah, you know, like one of those little assistants, except less annoying.” He said motioning with his hand dismissively “tell you what, I have a few parts that need some tuning and fixing over there” he motioned to a table completely toppled with several broken pieces of...god knew what, it looked like a bit of everything. “Why don’t you work on that while I finish fixing up this big lugnut?” he tapped the large armour he’d been working on previously.

“I...okay? Is there anything in particular or…?” Peter asked, completely floored by what was going on.

“Not really, none of them are priorities, just things that got broken or need maintenance...pretty sure there’s a coffee machine in there somewhere...that might b e nice to get fixed...though we already replaced it…Ah it can stay in here instead, Pepper doesn’t need to know.” The man rambled mostly to himself, climbing back up the step ladder to reach the armor.

Peter stared at him for a long moment, watching as he half disappeared back into it, before gingerly making his way to the table he just got assigned, brushing his fingers lightly over all the dusty parts.

He was surprised to find a lot of them had damage to them, like the kind you’d only get from an explosion or fire...there was even an Ironman gauntlet in there! Surely this was a test? Did Mr. Stark really trust him with all of this?

Glancing back one more time to make sure this wasn’t a joke but finding the man still working away where he’d left him, Peter set down his backpack, pulled a stool and got to work.

Chapter Text

Tony had been absorbed in his work on the hulkbuster, it had been going under some tests in the training room and the team had...well, they hadn’t been too kind to it. But that just meant he had more to improve on, upgrade and fix, and it was a soothing job to do when you wanted to get away from SI business, or the accords, or even the super heroing world.

It was easy to fall into fixing things at the rhythm of his music, and he forgot completely that there was another person in the the lab with him.

In fact, when Friday completely turned off his music, he was surprised, and looked up and out of the armor to the ceiling, glaring at it, as if daring Friday to say something defiant.

“Friday, why the hell did you turn off my music?”

“Mr. Parker has fallen asleep at his desk Boss, I did not think it wise to wake him up with further noise. Also, you have ignored your alarm for dinner three times now.”

“Dinner?” Was it already that late? He climbed down the ladder, and sure enough he saw the kid sat on a stool, his arms and head resting on the table that had been previously full of clutter and was now neatly organized, several of the broken machines now clean, and as he approached, he realized five of them actually looked fixed, including one of his Iron man gauntlets and the coffee machine.

“Well what do you know…” The man said softly so as to not wake up the boy, he picked up his gauntlet and turned it over, examining the work.

If he didn’t know better, he would have thought he fixed it himself. The soldering was clean and neat, everything had been cleaned to the tiniest part, and even the paint had been redone. It pretty much looked brand new, and it was only now that he realized, he hadn’t even given the kid the blueprints to fix it!

A tap to his shoulder surprised him, and he turned to see Dum-E next to him, offering him a blanket, waving its single arm excitedly, actually a lot more fluidly than it had been in a while.

Did the kid fix its faulty hydraulics too?

He took the blanket from his robot, and awkwardly laid it over the sleeping teen’s back. The boy shifted a little, a sigh of contentment coming out of his (totally not cute, nope) face.

“Right, I guess it’s pretty late, he should have gone some time ago...Friday call happy and tell him he has to take the kid home, and make arrangements to switch him out of the internship department he’s in right now.”

“Right away Boss, where should I switch him to?” Friday asked as he went to clean himself of all the oil stains he’d regained in his work, he stopped briefly, thinking over it.

“You know what? Put him as my personal intern, I wanna see what this kid can really do. It’s not often I come across someone who can actually fix my stuff without bothering me and without needing help.”

“Very well Boss, Happy says he will be ready in 15 minutes by the lobby.”

“Great.” That meant he just had to wake the kid up. Turning back around, he stopped, staring. Just staring, because it felt wrong to wake him up, even though it was absolutely the right thing to do so and send him home to his likely very worried aunt by now.

Resigning himself to his fate, he gingerly poked the boy’s shoulder a few times, once even doing so with so much force he nearly threw the boy off the table before he woke up with a start and caught himself.

“M-Mr. Stark! I’m so sorry I fell asleep! I didn’t even realize-” he instantly babbled, god this kid babbled a little too much.

“It’s fine kid, I should have sent you home some hours ago, next time tell me when it’s time for you to go all right? You did good today.” he pat him on the back, and noticed he made an effort not to wince. Maybe he’d gotten more than a black eye from that crowd earlier today.

“R-right, well, um, I did what you asked, I hope it’s alright? I couldn’t finish all of it sorry.”

“You did more than I expected kid, honestly I wasn’t even counting on you having repaired even one thing. So congratulations” he gestured wide with his hands “you’ve exceeded my expectations. Now, I have someone downstairs to drive you home, no, I don’t want to hear it, with the subway being a mess, and it being this late, I insist. It’s my fault you’re out so late.”

“O-okay? Um-thank you? S-should I…”

“He’ll be waiting for you in the lobby, Happy Hogan, big security guy, biggest frown you’ll ever see, don’t get intimidated he’s a big softy inside. He’ll pick you up tomorrow morning too.”

“Uhhh...he doesn’t...I mean...there’s no need!”

“Nah-ah! I’m not having it, you can’t be coming late again” he insisted, poking him on the chest. “Really the only excuse for being late is if you’re out there saving the world, and we both know that’s not the case. Now-” He leaned down to pick up the kid’s backpack for him, noting for a moment the tiny specks of red on its back, before dismissing it.It looked like blood, but it could have easily been something else. “You best get going, Happy really doesn’t like tardiness.”

“I-yeah! Sure, thank you Mr. Stark! I...I had fun today! Have a good evening!” The kid said hurriedly, taking his backpack and setting the blanket down on the table, hurrying out as he rambled, somehow managing to walk through the door and avoiding all the clutter around the room while walking backwards.

Once he was out, Tony let out a sigh, taking in the sudden quietness of his lab, that was strange, usually that didn’t bother him.

“Hey Fri?”

“Yes Boss?”

“Keep an eye out on our Mr. Parker. Kid gets into too much trouble as it is, don’t want him getting in over his head. Would be a shame to lose a mind like that.”

“You got it Boss.”



Peter felt like his body was fighting him. While the nap had helped him heal a bit better, and the drive home had certainly helped, he still had to go home to May, reassure her that he was fine from what happened at the station and have his dinner.

From there, he really should have taken a nap, but his nerves about his meeting at 2 Am kept him from doing so. He spent it instead tending to his injuries, using the first aid kit he’d bought once just in case he needed it to wrap up his cuts in bandages. His back was the worst of it, but it would be fully healed in a few days.

After that, he lied down for a while, not sleeping, but letting his body rest at least.

Once the time was 1:30 he set around his room in search for an inconspicuous hoodie, just something simple, brandless and that no one would recognize if he ever wore it as Peter because it was so common.

Okay so maybe he was a bit paranoid, but it was Iron man! You couldn’t underestimate the guy!

Once he felt ready to go, and made sure May was definitely asleep, he crawled out the window, just this once, and hurried to swing away, taking the most discrete paths so as to not raise suspicions.

By the time he reached the bank, his back was protesting, he was pretty sure he opened a wound or two, but the bandages should keep them from seeping any blood through to his clothes.

Sure enough, once he was in viewing distance he saw the very obvious gold and red Armour standing there, arms crossed, leaning against one of the building's decorating architecture.

“I’m surprised you showed. You’re a hard guy to get a hold of” He spoke once Peter landed on the roof. He motioned with his head.“What’s with the outfit change?”

“Oh! know, the rest is...being...repaired!”Why was he hesitating? Spider-man did not hesitate! That was Peter Parker. “ Anyway that doesn’t matter! What did you want? Is this because of that Lizard thing escaping?”

“So it WAS that thing” Iron man mused. It was hard to tell expressions because of the faceplate. “It escaped shortly after we got it out of the Expo, I’ve been trying to track it but it’s nearly impossible. It’s like it completely just disappears. What do you know about it?”

“Nothing really!” He answered, throwing his arms out in defeat “other than logical thinking based on reptile knowledge! And how much of a punch he can pack…” he winced at that last part. “Look this thing is dangerous, it just came out of nowhere today, like it sniffed me out or something! If it decides to track someone else-”

“Wait, it sniffed you out?What like a tracking dog?”

“I-yeah, yeah basically.”

“So why hasn’t he tracked you here?”

Peter hesitated, hand raised in the air ready to answer, but it took him a moment “I think it might be because I swing around everywhere, harder to follow my scent up in between skyscrapers I guess?”

“Hm...makes sense, but if he’s tracking you, then you’re a target.”

“To be fair I’m not entirely sure about that, could be that he was nearby and picked up on my scent and recognized it from the Expo...I did kind of put him on ice. He kinda looked like he was going after you at the Expo.”

“And what makes you say that?” Iron man asked, his tone suggestive.

“Well, he did kinda start attacking the place before I showed up.” Peter pointed out “and he went straight for you once he spotted you, unlike me you don’t have a secret identity, so he could easily have found you”

“You’re suggesting he has a higher form of intelligence than just a predator.”

“I mean...kind of, plus he has a different set of human clothes on him, all ruined of course, but there was enough that I could tell it was a different set…”

“So you’re saying it...changed clothes...what like the hulk?”

“The hulk changes clothes?”

“Does he- of course he does! He’s not always the Hulk! Anyway that’s besides the point, if that’s happening, then this could be someone who changes into that thing.” The man said, sounding more aggravated now.

“Meaning that makes it even harder to track the guy...unless by any chance you managed to get a blood sample from him or something.”

Peter thought for a moment. “I…” Stark let out a frustrated breath “But he did get hit by a train today, that’s how I-I mean he got away.”

“That...could work, if the idiots haven’t cleaned it yet, there could be some blood on it.” Stark mused.  “Still, it's a pretty big if. If the blood is too changed with the mutation then it won’t help much.”

“, but it could help to engineer some kind of antidote right? Something to reverse that change? The guy doesn’t really seem to be all there, so maybe this isn’ know, his own doing?”

Mr. Stark took a moment, as if surprised by his suggestion, then tilted his head to the side

“It is always their own doing.” Stark said reaching back for a glass of a freaking martini which had been resting on the ledge behind him (was that always there?!), and waving it to him. “Drink?”

“ thank you? I don’t drink” Peter said, instantly thinking how May would fillet him alive if she caught a whiff of alcohol on don’t drink and swing. That was a very bad idea.

“Hm, good answer. Wouldn’t want to get a teenager drunk…” He saw how Peter instantly stiffened and grinned triumphantly.

“We've been over this, I know you’re a kid under there, I had my AI scan you at the Expo, I may not know exactly how old you are, but given your connection to Mr. Parker, I’m going to take a wild guess that you’re somewhere around 15.” The man watched him, and Peter felt like he was doing an xray scan of his entire life. “Yeah I thought so. So, that brings us to the real reason behind this little meeting.” He retracted his mask to take a drink.

“So, this whole gig of yours, why are you doing this?”

“I...excuse me?”

“What’s your deal, your M.O.? Come on you gotta give me something”

“I...need a reason to help out people now?”

“Is that it?”

“I mean no, but...just...I’m just trying to help.”

“Okay, but why are you doing it?”

Peter took a long moment, thinking over how much he should say.

“Look...when...when you can do the things I can, and you don’t...and then...and then the bad things happen? I feel like that’s on you. If you have all this power need to be responsible about it and use it right.”

Mr. Stark’s eyes moved away from him, as if taking in his words, thinking about them for a serious moment. Peter didn’t even fidget this time, the heaviness of his own words keeping him still. This was something he would never budge on. Memory of uncle Ben’s death returned to him fleetingly, the ghost sensation of his hand letting go.

“All right, I gotta be honest I ...wasn’t expecting such an answer” a mature one at that was left unsaid. “There are, however, people out there, who are going to come after you soon. You’ve been getting too much attention, what with that maniac thief-”

“The Beetle? Please tell me he’s still behind bars”

“Beetle? Okay, urgh yes, yes he’s still behind bars. Anyway, what I’m trying to say is: you know about the Accords? Yeah?” at his nod he carried on “Well, the people in charge have been showing interest in you, and they will come for you if you don’t come to them, soon. They’ll need your identity and all that-”

“No.” Peter said firmly.

“Excuse me?”

“I said no. I’m not giving anyone my identity, it's a secret for a reason: If people learn who I am, they will come after my family, my friends, anyone associated with me! I cannot let that happen! Look what happened to you! No offense but as soon as you gave out your personal information you got attacked, and it hasn’t stopped!”

That seemed to strike a nerve at least, Mr. Stark’s expression flashed with guilt for a moment, before he quickly hid it away with his practiced arrogant look.

“Look, I’m not saying that was the smart thing to do, or that what you’re doing is the stupid thing to do. What I’m saying is, you can either have them come to you, and quite literally, I assure you, force you to reveal your identity, or…” he gestured vaguely with his glass “You can trust me. That doesn’t mean you have to tell me who you are, or where you live.” he was quick to add when Peter made to speak “But it does mean I need a more reliable way to contact you and vice versa. What I’m proposing is having you under my guardianship of sorts. It’s still in the works, but the Avengers have been working on negotiating the terms of the accords, and underage superheroes would fall under the legal by guardianship category, meaning that whatever you do, is my responsibility.”

Peter was...speechless, just...what the hell? What the freaking hell? His ears must be malfunctioning after all the abuse they underwent that day.

“In other words, if you turn down the wrong road, it comes down to me to stop you, you understand? Look I can see that you’ve been doing some real good in the city, I really doubt that you’d go dark on us, but the truth is, people like us need to be held accountable, AND you’re a minor, this isn’t something a kid should normally deal with, especially not without training.”

Peter stuttered some sounds that could barely be taken as words, still trying to process everything.

“I am offering you a loop in the law here, I need you to say something” the man encouraged.

“Y-you...why would you…?”

“Do I need a reason to help people out now?” The man threw back his own words, taking another sip of his drink with a knowing smirk.

“I mean...that’s...I can’t let you take that kind of responsibility…!”

“Hmm… except you can, and I would really advise that you do.” He said, setting down his martini back on the ledge.  “This is your best option, you get to keep doing what you do, and you keep most of your privacy, I only ask that you let me help you. If you need medical help, all you have to do is call me, if you need advice in dealing with a situation? same thing. And, you are in dire need of an upgrade “he motioned to Peter’s tattered haphazard suit. “Systemic, top to bottom, a hundred point restoration.”

Peter didn’t know what to say to that, he knew his costume wasn’t the best, but he didn’t have billions of dollars to spend on making it.

“So? You willing to take my offer?”

“I…” Should he? He was afraid, afraid to trust the man. One wrong move and it could be all over for him. “C-can I think about it? This...this isn’t what I was expecting you to say tonight to be honest”

A silence stretched out between them, uncertain yet ...not wholly uncomfortable.

“Sure. Just...don’t take too long. I’m not sure how much longer we can hold them back, and if things like this keep happening…” he trailed off “you got my number now, so if you come across anything big like that Lizard again, next time make sure you call me all right?”

“Uh… yeah…”

“I mean it” The man said, pointing at him accusingly before letting his battle mask slide back on. “This gig isn’t a game. You could get hurt, or worse, killed.” a flash of that day’s battle came to Peter’s mind, he was acutely aware how right Iron man was.

“Yes. I know. I’ll...let you know if I find out anything, or if he shows up again…”

“Good, now ...go your..thing or whatever it is you do at night.” he gestured for him to leave dismissively. Peter made to turn, but the man’s voice stopped him one more time. “Oh and Spider-man? Keep Mr. Parker out of this, you don’t want him to keep coming near your battles, understand? The less people are involved, the better.”

“Right...I don’t think he’ll be taking pictures anytime soon anyway.” He agreed, before shooting out a web and setting off, making sure to take enough detours just in case he was followed before making his way back home.

Chapter Text

The next day found Tony Stark waking up to a familiar ache to his brain. It wasn’t the worst hangover he had in his life, but had been trying to be subtle about it, it wasn’t something he liked the other Avengers to know. They would have just tried to stop him like Rhodey did.

So reluctantly he got up, only partially paying attention to Friday telling him her usual morning report. He dragged himself to his bathroom, splashing his face with cold water to wake himself up, it helped a little. Looking at his reflection he could tell it looked like he was hungover, but most would just confuse it to him working late nights, which he did. Really it was amazing how people often wanted to get attention to him and keep eyes on his life so much, but when it came to the things that mattered no actually ever saw him, no one but maybe Rhodey and Pepper, sometimes Happy even.

He would say the Avengers had been slowly growing into that circle over the years, but now things were getting tense with all the politics and that progress had reverted some.

Resuming himself to his fate, he went back to his room to get dressed, picking something flashy and expensive, he was pretty sure Pepper would come and drag him to some meetings today, given he’d avoided them all of the previous day, which meant he had to look a bit better for public appearances.

He finished setting himself up, and trudged out of his room, deciding to head down to the common living floor of the Avengers, he hadn’t hung out with them in a while, if this was going to be a show your face in public day, he might as well do everything at once so they’d leave him alone longer afterwards.

When the elevator doors opened he wasn’t surprised to find some of them already up:

Captain America was off by the stove, baking something, likely pancakes from the smell of things, Clint and Sam hovered by the coffee machine making small banter(neither looked fully awake yet), and Natasha was sitting on the kitchen Island, drinking away what he assumed was one of her teas and reading a file on her Starkpad.

“Morning everyone” Tony greeted with less enthusiasm then he probably should have shown.

“Eech! What sewer did you crawl out from Tony? You look like hell.” Clint said, and indeed the other Avengers gave him concerned looks.

“Really? I couldn’t tell.” He deadpanned, sarcasm heavy, he was too tired for this shit. “I was working late, and you will be happy to know I had a meeting with our Spider themed hero last night.” He moved to grab a cup of his own, red and gold, with a little Ironman faceplate printed on it.

“Why didn’t you tell us about this?” Natasha asked, looking up from her file, completely invested in the conversation now. Both her and Steve were the only ones that looked fully awake.

“Because you would have just scared him off.” Tony pointed out “It’s all good though, he was actually pretty civil. Definitely has all his marbles in there, though I question his fashion sense…”

“Tony…” Steve admonished, bringing him back to subject.

“Right right, well, for what it’s worth, I made him an offer that would bring him into more contact with us, so we can deal with him and the accords. He said he’d think about it, but I think he was seriously considering it. Probably was just afraid.”

“Afraid of what exactly though?” Natasha questioned. “The Accords? Us? Getting caught?”

“Or being experimented on, unjustly imprisoned and so on” Tony countered, knowing Natasha didn’t mean to sound condescending but she tended to view things negatively.

“That’s all fair points, but can you really trust the guy Tony?” Steve asked this time.

“Well...when I asked him about his motives, he genuinely asked me why he needed a reason to help someone, then I dug deeper with the questions and got the real reason for it, which was a sense of responsibility to help others. I’m pretty sure it wasn’t a front either because when I threw his words back at him, he was incapable of countering them, meaning he truly believed in it.” Tony pointed out “I think this guy is legit. He really just cares.”

He took a moment as the coffee machine finished and he shooed a protesting Sam and Clint to get the first mug of coffee, much to their protests, but he was paying for the damn thing, he had a right to the first mug!

Once he had it, he went to sit down on the kitchen Counter opposite of Natasha.

“In fact...I’m pretty sure he was injured last night, but there he was, making a front and going off on his patrols. I tried tracking him when he left but he just wondered around until I stopped.”

Natasha frowned at this, more emotion than usual for her.

“Was it because of that fight in the subways yesterday? We saw it on the news.”

“I would guess as much, with his skills I doubt it was just some random thug trying to snatch a purse.” Tony agreed. “He didn’t bring it up though, and I didn’t want to push, it was lucky he even showed up at all.”

“Do you think he might be Avengers material?” Steve asked, turning off the stove and bringing over the biggest stack of pancakes, most were for him, but a moment later he was serving around plates and giving them each a few of the delicious food.

“Maybe? That’s honestly up to him. If he gets comfortable enough with it I’ll try and bring him over sometime, so everyone can meet. Guy could use some training anyway, he’s pretty much self taught, relies on his instincts.”

“Hmm...instincts aren’t bad, but they can only take you so far” Steve agreed. “He does show promise, judging from the recordings you showed us. And if he truly does things because he just wants to help people, we might have just found a very rare soldier.”

“Person” Tony corrected, scrunching up his nose in displeasure, he hated when Steve assumed they were all soldiers, they really weren’t. “He’s just a regular citizen. Not army.”

“Right, sorry. “Steve apologized, at least he recognized it most of the times when Tony pointed it out. “So aside from that, what brought you down here today? You don’t normally have breakfast with us.”

“Well, I figured since Pepper is likely about to drag me for a day of public appearances, I’d kill two birds with one stone and check on you guys as well, I’m gonna have to go soon though, my new Intern should arrive in a few minutes and I don’t want him getting lost around here.”

“Since when do you have an intern?” Sam asked, scarfing down his own pancake like it was his last meal.

“Oh, right. Well since yesterday technically speaking, met him at the expo. That kid that takes pictures of Spider-man? That’s the one. Pretty brilliant boy, I left him to fix some of my old scraps yesterday, just to see what he could do, and he fixed quite a lot, even one of my gauntlets! Didn’t even need blueprints!”

“Seems like you found a fellow genius.” Steve commented, the barest hints of a smile on his lips. “I’m glad, I feel like sometimes you need someone who can keep up with your science talks, and that just isn’t most of us.”

“Yes, well...we’ll see, I’m going to have to leave him to do some work on his own today, so I’ll be testing him. Make sure he doesn’t wander off into any avengers facilities will you?”

“Hey, what harm could a kid possibly be? If he does wonder off I’m sure we can handle it.” Clint responded confidently.


Peter was...stunned. He had not expected to come to his internship that morning (after a very awkward car ride with Happy where he mostly talked to fill up the silence and Happy pretended he didn’t exist) and left to Mr. Stark’s private lab! On his own! With no supervision other than Friday!

Mr. Stark had only briefly greeted him that morning and told him what to do before Ms. Potts dragged him away by the ear (literally), he had to basically finish up his pile of scraps if he could, and was supposed to have a new project proposal to pitch to Mr. Stark by the end of the day.

So after his initial hesitation, he set to work. There was still quite a few gadgets to clean up and repair, and it was an easy rhythm to fall upon.

It allowed his mind to wander off to how strange his life had gotten. He had half expected to arrive that morning and have Mr. Stark confront him about being Spider-man, but it seemed the billionaire was none the wiser.

He was working on a miniature hover turbine, in the middle of idle talk with Friday (who appeared rather interested in learning pop culture and music from him) when it happened.

His sense started to creep up the back of his neck, small and slowly, as if very far away, and then, the lights flickered off, the song that had been playing cutting off completely.

“Uhhh… Friday?” Peter called out, setting down his project and looking up to the ceiling in question “everything okay?”

He got no response, that was odd. Did friday turn off? What that normal? Could it be like just a server overload or something? It sounded ridiculous that such a thing could even happen there at the Avengers tower, but it was normal in the rest of the world so…

He got up and went to switch on the light via the manual control, but it didn’t turn on. Maybe it was a fuse? But the whole building was powered by the arc reactor, which was located in the roof ...there was no way he had access to it…

But maybe he could find someone responsible, a security guard or something.

Making his way out, he headed for the elevator, and since it was likely down, he took the stairs instead.

One level below and he could already hear voices talking, so he headed straight there without thinking too much over it, he was trying to find people after all.

He came upon a vast living room, three large cream colored couches surrounding a fancy looking coffee table and facing the largest tv he’d even seen.

The decor was similar to the rest of the tower, but it felt more...homely.

A minibar could be seen to the side, next to a small set of stairs that lead to what he was now realizing was the trademark launchpad of the whole tower.

If that didn’t give him a clue on what floor he was in, then the people in it definitely did.

“Okay I either I found the problem or that’s Stark’s new intern” Hawkeye spoke up first, his bow drawn and instinctively aimed at Peter.

His Spider-sense wasn’t going crazy yet, but it wasn’t exactly happy either.

Peter was quick to raise his hands in a sign of surrender.

“Intern!Definitely the intern!” He squeaked “I’m sorry! I was trying to look for a security guard or something! All the power went out in the lab and Friday wasn’t responding so…”

He couldn’t believe his damn Parker luck! He was being scrutinized by the Avengers!His heroes and role models! Even if Hawkeye and Black Widow seemed just about ready to lay him flat on the floor.

“What’s your name son?” Captain America - THE freaking Captain America - asked, his face set in a stern look, his eyes still attentive to their surroundings.

“P-Peter! U-um, is this normal sir? I’m not really sure what the procedure is in cases of emergency? Mr. Stark hasn’t filled me in on that.”

“No, this isn’t normal. It shouldn’t be possible to take down Friday or the Arc Reactor.” Sam spoke up this time, looking concerned. “We can’t get a hold of anyone either, all cell phone signals are being blocked.” He turned to the others for a moment “I’m going to take the kid down, hand him over to security, it’s probably not a good idea for him to be on our level, just in case someone is actually infiltrating the place.”

Suddenly it was like Peter was no longer there, the Avengers focusing on the conversation, and maybe that’s why things went the way they did.

“That’s a good idea Sam” Steve agreed “See if you can get anything from security as well, word will travel faster among them…”

Peter stopped listening at this point, a sharp warning going up his neck, he felt it almost physically, behind him, urging him to turn around and move away.

As he did though, he saw a shadowed human figure in the staircase below him, shrouded by darkness, before it gave an odd movement, and the sickening sound of bones cracking alerted him.

He was frozen in place, left to witness the sickening transformation in the dark, barely able to make out that it had indeed once been a human!

He felt a hand on his shoulder, pulling him back abruptly just as it jumped forwards, a large snout lined with sharp teeth snapping shut where he’d just stood seconds before.

The hand that pulled him back was strong enough to keep him upright, and he was a little shocked to see Captain America had been the one to just save him. His eyes however were focused ahead of him, on the creature making its way out of the stairwell, snapping its jaws aggressively as it squeezed through with difficulty, claws scraping the floor in a desperate attempt to get to its prey.

He realized with a sickening feeling, that prey was him, the Lizard was here of all places! And it had tracked him down! It had tracked Spider-man down!

“Clint! Take the kid to cover and attack from the distance” Captain America ordered, not even giving Peter the chance to think if he should fight or not. “The rest of you keep your distance, focus on his hind legs!”

Once again a hand clasped Peter’s bicep, this time Clint dragged him back, all the way to the mini bar where they took cover behind the counter.

“Not exactly the best first day of your internship huh kid?” Clint asked, rising to his feet briefly to shoot an arrow, a hiss was heard a second later, as it had most likely found its target.

Peter could clearly hear the fight going on, trashing the entire place, man Mr. Stark was going to be pissed.

“A-actually it's my second day Mr. Hawkeye sir.”He didn’t know why he’d felt the need to say it, it really didn’t seem to matter, and the man was more focused on the fight anyway.

“Damn! What’s it gonna take to bring this thing down?!” He growled, just as Captain America went flying and crashing through the windows, falling a few feet into the platform outside, and thankfully not off of it.

“Holy shit! Cap!” Sam yelled from somewhere, followed by a yelp of surprise and the sound of jaws snapping on empty air again.

“Where’s Thor?! We could really use one of our heavy hitters right now!” Black Window called out, sounding strained.

Peter felt guilty, other than Captain America, none of the current Avengers fighting that thing had actual super powers, they were just regular humans with great skills and good tech, but they needed more than that to take down the Lizard.

They either needed big muscle, or a big brain.

“Uhhh...Mr. Hawkeye sir?!” The man didn’t even spare him a glance.

“Kid not now!” He shot another set of arrows, but all it seemed to do was make the Lizard roar more in rage.

“But sir! Last time that thing was fought! At the Expo!” He insisted “Ironman and Spider-man beat it by freezing him! Don’t you have like, frost arrows or something?!”

Hawkeye stopped for a moment to glance at the kid in surprise, before his scowl turned into a cocky smirk and he reached for his quiver.

“Hah...not a half bad idea kid! No wonder Stark likes you!”

Just as he was about to load his arrow though, he had to duck, the Lizard himself came crashing against the liquor cabinets, glass and liquid shattering everywhere, overwhelming Peter’s nose with all the alcohol in an instant.

He had no time to think on it though, as the bloody creature rolled above the counter, its massive body turning down on them with a deafening hiss.

To Peter’s horror, he saw that Hawkeye was knocked out on the floor, likely having been hit by either one of the bottles or the Lizard himself.

Peter barely had enough time to grab the man and crawl out of the incoming jaws as they snapped loudly behind him and he crawled backwards towards the mini fridge of the bar.

Where were the rest of the Avengers?! He held onto Clint, pushing him behind him as best as he could as the Lizard rose up above him, using the counter to keep himself over the boy menacingly, a sliver of slobber coming down to the floor.

Peter’s heart beat quickly in his chest, this was it, he was going to have to fight! There was no way he could keep his secret now! It was that or- His eyes landed on Clint’s hand, the arrow still gripped tight in his hand.

The frost arrow!

With his Spider-sense blaring at him to do something, he grabbed it and shoved it upwards into the Lizard’s snout as hard as he could.

Considering his panic, it was a miracle that it actually hit its target.

Ice exploded onto the scales and quickly spread, making the Lizard screech and reel back in pain.

He took his chance with that, shoving Hawkeye as best as he could into the lower shelves of the minibar to hide him from harm and darting out.

He could see Black Widow stuck under a heavy looking couch, whether she was unconscious or not he wasn’t sure, and Sam was desperately trying to pull the Lizard away by the tail, which didn’t seem to be working at all but he must have been desperate to get it off of him and Hawkeye.

“Kid! Run! Get to the stairs and RUN!” He yelled.

“You need to use cold on it!” Peter yelled, ignoring the command “He’s cold blooded! He’ll slow down and go into hibernation!”

“Well I don’t exactly have an ice machine here! Go!”

Ice machine! That was it!Peter sharply turned back to the minibar, nearly throwing himself at the mini fridge and pulling at the side panel, where he could access the mechanics of it.

Mini bars had ice makers, if he could just take that out and fashion it to shoot out the might just work!

He scrambled the counters, finding regular items like knives, forks, bottle openers, but these were all improvised tools to him, so he set to work.

“Keep him busy!” He shouted, partially paying attention to the sounds of Sam struggling.

At one point he heard the tell tale sound of Captain America’s shield, which probably meant he was back.

“Where’s Clint?!”

“I don’t know! Behind the bar somewhere! I think he’s knocked out! Kid’s back there too! I don’t know what he’s doing! He wouldn't run for the stairs!”

A couch went flying across the room, breaking another one of the tall windows and rolling off somewhere on the platform.

“I’ll take care of it, you two keep it busy!” Widow’s voice, so she must of been free now.

No sooner had she said that, Peter heard her come nearby, having to jump behind the counter for cover.

“Kid what are you doing?! You were supposed to- wait what are you doing?” she was looking at the Peter’s makeshift invention.

“Trying to help! I don’t need a reason for that do I?!” He said exasperated, doing his best to attach an extinguisher nozzle to his makeshift creation. “That thing won’t stop unless you freeze or kill it, I’d rather you don’t kill it, so, I’m converting your ice making machine into an ice gun.” He hissed, checking over everything one last time. “I just need one of Mr. Hawkeye’s frost arrow cartridges and it should be enough to power it.”

“I’ll get it, I’m more familiar with Clint’s gear” Widow said, surprisingly bypassing the whole ‘you’re just a kid , get to safety’ talk.

“Thank you” He told her as she reached for Clint’s quiver and took a specific arrow out, giving it to him.

He carefully unscrewed the cartridge at the tip of the arrow, and moved to apply it to his gun.

“There, that should do it.” He hesitated though, it wasn’t lethal, but he still hated guns.

Thankfully Black widow stepped in, resting a hand over his.

“I’ll take it from here, keep your head low and watch over Clint for me.”


She took the gun and jumped over the counter once more. Peter peeked over the edge to watch the fight, amazed at how well the Avengers fought together, coordinated like a well oiled machine. So far he’d always been out fighting alone, it was strange to watch other heroes do it in a team, he kind of envied it a little.

Natasha got close, ridiculously close without getting bitten or slashed at, sliding under the beast’s feet and aiming at its belly.

Ice shot out of the gun, spreading rapidly across the Lizard’s body and  slowing him down.

It hissed , using its tail to swing wide and get some distance from its attackers.

Natasha was forced to roll away but was quick to get back on her feet and try again.

The Lizard however saw the threat, recognized it for the plan it was, and ran for the platform.

They chased after him, but the next thing they knew, it just jumped off the freaking platform.

“Sam! Go after it!” Peter heard Natasha say, she threw the gun at the Falchion and he jumped off, wingsuit expanding.

Peter’s senses calmed down, with the threat now gone it seemed everything was quieter.

Black Widow and Captain America came back inside, looking beaten up and tired, but still alert.

When their eyes landed on Peter, neither seemed too happy.

“I thought I told you to keep your head down kid?” Black Widow scolded him, moving over a little faster.

“S-Sorry, I thought it was over?” He asked lamely, watching as she came around and went straight for Clint. “Did it work?”

“Falchion is on it, that was impressive work under pressure.” Captain America addressed him instead this time “But you should have followed orders and gotten to safety, you could have gotten yourself killed.”

“I...I’m sorry? I...I couldn’t just leave! This is Mr. Stark’s place, and I felt bad for all his stuff getting wrecked” speaking of, the living room was officially demolished.

“I appreciate the sentiment son, but your life is more important than the living room, trust me, this will just give Tony another excuse to remodel it. Now come, go sit on the couch, I’ll get the first aid kit and patch you up.”

“Patch me up…?” that he mentioned it and Peter had the time to dedicate his mind to it, he noted all the cuts on his skin, likely from the glass bottles that had fallen over. His hands were a mess as well, due to him tearing apart the ice maker. “Yeah...okay. I guess that’s okay.” He mumbled to himself doing as told while the war hero went off somewhere.

Peter sat on an overturned couch, still a little shocked over the whole situation, and going over everything.

The Lizard had tracked him again, it didn't care that this was Avengers tower, it just came for him and attacked. Why was it so desperate to get to him though?

Just as Captain America was coming back with a good sized first aid kit, Falchion returned as well, flying to the platform and coming in, looking exhausted, the ice gun still in his hands.

“It got away” He announced, looking angry at himself. “Slithered into the sewers, I lost track of him.”

“Well at least we know how he’s getting around.” Black Widow said, dragging Clint over to an open area of the room to lie him down. She proceeded to slap him hard across the face, and the man woke up with a loud yelp, his glasses hanging awkwardly across his face.

“OW! Natasha what the hell?!”

“Next time try not to pass out while a raging iguana tries to eat you. You got saved by a kid”

“Wha…?” The man sounded disoriented, but Peter didn’t have the chance to pay too much attention before he felt the Captain tap his shoulder to get his attention.

“I’m going to clean up your cuts first, get some of the glass out all right? Nothing to be afraid of, but it should sting a little” he warned.

Peter resisted the urge to snort, with his healing factor it would only sting a little, plus he was starting to grow a tolerance to pain.

“Yeah...that’s okay. I don’t think I have anything too bad though.”

“Well we’ll see when we get to it won’t we?” The captain said, starting with his hands, grabbing a pincer and cleaning it with some alcohol before starting to remove tiny shards of glass that had made their way into the skin.

He let the man work, keeping quiet and watching Sam attending to Clint in much the same manner, while Natasha went around the room, apparently cleaning, but Peter did see her sneak off a scale from the floor, likely from the Lizard.

Maybe ten minutes later the lights came on, and Friday was back.

“Apologies, it appears my systems have been compromised, Boss is working on setting everything back in order.”

“Where is Tony anyway? He should have been here” The captain said, his focus still on his task.

As if to answer him the elevator dinged, and out came the man himself, followed by a few security men and Happy.

“Oh good LORD what happened here?!” He exclaimed, taking in the devastation of the room.

“That Lizard from the Expo showed up” Black Widow spoke up first. “Nearly got us good, until your intern there made a makeshift ice gun to slow it down.” she said, pointing casually towards Peter, who could not help but simply stare like a deer caught in headlights.

“I-WHAT?!” Mr. Stark seemed completely lost “How did it- when?!”

“I-It...looked like a man at first” Peter found the courage to speak out, though his voice felt very little and timid. “When I saw him in the stairs, he was still a man, I watched him turn into that ...that thing…there was definitely a person in there before.”

“You saw it change?” The captain spoke next to him, looking Peter straight in the eye, as if searching for any lie.

“Y-yea, kinda, I mean it was dark in there, but I just about made the outline of a man, I ...saw it twist and morph, I heard his bones cracking…” he shuddered. “It sounded really painful.”

“ shouldn’t have gotten up here, no one should have that kind of clearance...What was it even doing here?” That ...was actually a good point, the Lizard was formidable in strength and agility sure, but brains wasn’t exactly its did it shut down all of the Avengers tower AND snuck in? That wasn’t a one man job…

“It was coming after your intern” Black Widow pointed out, making Peter snap his head back up in alarm. “When we were fighting, Clint and him were hiding behind the bar, it kept trying to go for them, no matter what we did to it. It was focused on getting to the kid.”

What? That…what if...the Expo...the the tower? The one thing each attack had in common...every time it started, he’d been Peter Parker, not Spider-man...Could Black Widow be onto something?

“Shit…” Mr. Stark seemed to be coming to the same realization. “Spider-man said that thing was tracking him...but what if it wasn’t tracking him specifically...kid you were in that same station yesterday weren’t you? The one where it first showed up?”

“I...y-yeah...yeah I was...but...I don’t - I mean- I don’t see why it would be tracking me, I’m just a nobody kid from Queens!”

“I’ve never seen a nobody kid from Queens create an ice gun in the middle of a fight.” Sam pointed out.

“Yeah, we’ll get back to that in a sec.” Mr. Stark said, glancing at him thoughtfully, making Peter want to just shrink and disappear into a hole on the ground. He’d give anything for Ant man’s powers right now.

“I’m going to have to make some calls… Kid how do you think your aunt would feel about having dinner with the Avengers at your place tonight?”