(AUTHOR'S NOTE: Yes, I am operating under the MCU Canon when I talk about HYDRA and Nick Fury and such. There will be spoilers for Winter Soldier, Iron Man 3, Avengers, and general Marvel back story that has been explained in the comics. I've not watched Agents of SHIELD, so it's unlikely I'll refer to that show, even if it is part of the MCU. This is set as an 'Avengers' Crossover because most of the Avengers characters will make an appearance. That is all. Happy reading! )


Prowling out of the base (which had been cleverly disguised as a normal office building), Black Widow was mulling over several important details of her self-assigned mission.

First of all, the data she had found on the subject currently curled up in a ball, stuffed into a backpack, was woefully incomplete.

"Project Spider" had piqued her interest, and she had gone digging through the files stolen from SHIELD….well, HYDRA. In those folders, she had unearthed copious coded results of tests and examinations, and a few encounters with a machine that was titled "MRM" but never explained

They had noted his 'capture' date - likely the day they had lifted him from his home (or from the street.) Nine months later, he was incredibly enhanced.

Conclusion: They had completed the Super Soldier project - either replicating or reproducing through other methods, the serum that had transformed Steve Rogers.

That scared her.

The fact that they had done it on a pre-teen was even worse, in her frank opinion.

Children were incredibly malleable. They weren't just soldiers pulled from ranks and enhanced with their mind and previous ethics in-tact, but could be raised (possibly from birth) to be unquestioning, merciless and unflinchingly loyal.

His ability to cling to walls had gone unmentioned in the digital files - suggesting there was more information tucked away in physical folders that she could not find through her normal means. That little trait of his suggested less 'Soldier' and more 'Assassin/Infiltrator'. It also suggested there may be more successful serum projects that she didn't know about, simply because it wasn't digital.

Not only did he have the strength/speed/agility combo, but that clinging ability just negated any need for grappling gear of any kind. Locations and heights previously inaccessible or well-guarded simply for their designs, could be simply scaled at their leisure - provided he didn't have too many limitations on what could be stuck to.

Natasha gently shifted the straps on her shoulders, exhaling slowly. Forget just wall-climbing - with an ability to cling to anything, if the kid wanted to grapple with someONE...there was no way to wiggle free. Once he had you in his hands, you were done.

She'd seen what Steve can do once enhanced - having pint-sized, brainwashed versions of him would be a nightmare. Children as a rule, are generally overlooked, treated gently, given the benefit of the doubt. (She would know)

It was not just an ethics thing, but a huge security risk for pretty much the entire world.

She hailed a taxi, placing the stuffed bag gently in the backseat next to her. She pulled open the zipper slightly, catching a glimpse of his sleeping face. (So that's why he hadn't been wiggling around.)

Still - the fact that he had been actively trying to escape when she arrived boded well for his mental state. Even if he was a sleeper agent, there was a fair portion of his mind that wanted nothing to do with their program. It was even better than the 'Best Case' she had envisioned, where she just knocked the kid out and stole away with him.

If he wanted direction, she could be that guide. If she wanted another master, she could be that as well. A mother? Sure. Pure freedom? She wouldn't let him go unsupervised - the risk of getting caught again was too high. Fostering came to mind, but there were very few agents she still trusted after the 'HYDRA infiltrated SHIELD' fiasco.

Maybe Rogers, but she doubted he'd be interested.

Better or Worse, she wasn't sure, but during their escape he had thrown his lot in with her after she dropped Roger's name. Either he was a target, or the kid knew about Captain America, and trusted him more than he trusted SHIELD.

The scenery was getting familiar, outside the car windows. She quickly tied her hair up in a tight twist, poking at the tiny dial on the side of her electronic mask to change her skin tone. She couldn't get it to change facial features without having someone else reprogram it entirely, but darkening skin was easy enough with the current dials. Hiding her hands would have to be priority once she exited the car. Mismatched skin tones were easy to remember.

Natasha pulled out her phone, tapping out a quick text. (You had no idea how much easier texting and smartphones made being a spy. Not only for an easy way into people's private files - thanks wifi - but silent messaging as well)

"Here is fine."

She paid the driver, ignoring his mystified double-take at her new face and gently pulled the straps back over her shoulders.

She needed more time to think.


They were watching him.

His feet struck the track in a steady rhythm, breaths coming out in even intervals. He kept his speed within a normal human range, wondering what this test had to do with anything.

His spider-sense flared, screaming at him, and he ducked sideways.

A staticky noise erupted from behind him, and he startled, turning to look at the source.

A wave of white cloth billowed up, engulfing him whole.

Peter struggled, flailing and trying to jump away. Strong circles clamped around his wrists, holding him down.

He opened his eyes to a halo of bright lights, and the smell of a hospital. He wriggled weakly, but a mask was fitted over his nose and mouth. In the next inhale, the dark corners in his eyes swallowed him up.

He blinked.

Darkness was all around him, binding his limbs into a tiny ball, suffocating.

Peter thrashed, breath shortening in panic as his limbs could do nothing against the rough cloth keeping him curled up.

Suddenly, a strip of light opened up above him, and he launched himself toward it, gasping at fresh air.

He waited to be dragged about, his hands shaking.

Instead of the immediate struggle he expected, there was only the soft sound of someone breathing.

He peeked out from behind his hiding spot (since when was there a desk in his room?) to see a lady clad in black, folding up a backpack and dropping it to the floor.

She looked up at him, and he jerked back into the dark corner.

A few breaths later, and the panic was draining out, swirling away and leaving him wondering why he had freaked out in the first place.

There was nothing to be worried about, it was only a room.

The memory of masks and restraints seemed to slink away, fading into some blurry recollection that resembled a story a friend had told him, more than a memory.

He blinked blearily, exhaustion sneaking up on him. He fought against it for a moment, the woman's eyes still pinning him in place.

He surrendered for just a second.

Peter woke up to the sound of a sink running, the splash of water and faint smell of cheap soap faintly familiar.

At first the silhouette in the bathroom spooked him, but as he stared longer, more and more things pinged in his brain.

Dressed in yoga pants and a baggy t-shirt, her hair up in a messy bun, it was the most casual she had ever seen Black Widow - in any universe.

That's right...he didn't belong here. He was supposed to be trying to get back home. Why had he forgotten that?

The tap turned off with a quiet squeak, and the towel rack echoed the sentiment.

She glanced up, meeting his eyes through her reflection.

Peter took a moment to look around, soaking in his surroundings.

"Where are we?"

He could see a hard looking diamond-patterned couch, a cheap wooden desk and a short hallway to a wooden door. There was a window, with the shutters drawn, and a heater under the sill humming quietly.

Black Widow - Natasha, walked out of the bathroom and sat down on one of the two queen-sized beds, crossing her legs and looking over at him. She had an oddly gentle look on her face, a kind smile and her voice pitched in a way that sounded out of place, coming from her.

"We're hiding for a bit. Do you need anything? Are you hungry?"

He shifted uncomfortably. The way she pitched it was almost like a younger Aunt May - all motherly and protective.

"It looks more like a 3-star hotel room."

She inclined her head, the bright smile dimming a bit.

He stepped away from the wall, holding on to the corner of the desk he had ducked behind. She didn't move, beyond the eyes tracking his movements. Peter spotted the clothes she had rescued him in, and the backpack he had stuffed himself into to escape. A glint of dark metal peeked out from behind a professional blazer.

Even in another world, the Widow's Bite was her favorite accessory. That fact was weirdly comforting.

Peter stood upright, the nausea finally almost gone. His muscles were still sore, achy like he'd been sick and bedridden for a long time.

"Who gave the orders to break me out?"

She tilted her head curiously. Her motherly face was still flawless, and still freaking weird. Like, she was pretty and all, but it did NOT match her other-self's 'I can kill you with your own innards' stare.

"What makes you think it was an order?"

He slumped into the desk chair, running his hands through still-damp hair.

"I dunno, you're Black Widow, right? Master asssasin, Super-spy, could probably kick my ass in three seconds flat. Why wouldn't you have orders?"

"And how do you know all that?"

He peered at her over the wooden chair back, wrinkling his nose at the guileless smile that was back in full-force.

"Stop answering questions with questions."

"You first."

He stared at her, trying to find the spark of playfulness that should have come with her snark. Nothing but a false face bracketed by bright red hair.

She wasn't his Black Widow.

He didn't know her.