Soooooo, this is my second fanfiction. I plan to make it into a series. I have been planning on doing a Spider-Man xover with Avenger for a while but I just love the idea.

Chapter 1: Meeting

Peter Parker, better known as the amazing Spider-Man swung through the city of New York. It was pretty calm tonight, tonight Peter only had to deal with two robbers and one bank robberies. He swung to the top of a building and landed gracefully. He sat down on the edge of the building and looked over the city. Its been in repair since the attack of the aliens a few months ago, he wasn't able to help since he and Aunt May were out traveling. His phone started ringing in a make-shift pocket he made for his suit. He pulled off his masked and answered it. Already knowing who it was without looking at it.

"Hi Aunt May."

"Peter, do you think you could pick up some ground beef? I want to make hamburgers for tomorrow's dinner." She asked.

"Yeah, sure I can do that. Need anything else?" He asked while the city. His spidey senses started to tingle very slightly.

He looked around himself while answering some of Aunt Mays daily questions about school and life in general. She was always like this, ever since Uncle Ben died.

Peter could still remember that day so well. The feeling when he found out that it was his fault that he died. If only he stopped that robber, maybe Ben would be alive.

"Well I will see you when you get home." Aunt May said before hanging up.

Peter pulled his mask back on. His spidey senses still telling him something was not quit right. Right before he was about to jump off the building and resume his usual swinging he heard screams off in the other direction. He turned around and sprinted off the other side of the building.

Time seemed to slow in this few seconds of descent His breathing evened out and sounds blared. This was the one moment in his life when he always felt free. Free of responsibilities of being Spider-Man, a student and a nephew. But like it always did, it ended to quickly. He attached a web to a near building and swung toward the noise.

Upon arriving to the scene where he heard the screams coming from Peter saw what was causing the screams. It seemed that Dr. Connors got out. How, he had no idea. All he knew was that he was partial blame for what he was now. Pushing the blame down until another time Peter moved closer to only to stop when someone else reached the Doctor first. Peter couldn't believe his eyes. He blinked a couple of dozen times under his mask.

"Dr. Connors, please calm down! We just want to help!" The famed Captain America said to the doctor trying to being him back to his sense.

"Never!" The Doctor shouted. He swung around and swiped his tail at the Captain sending him flying back. The Captain however landed on his feet and launched his shield at the giant lizard. The lizard caught it and send it flying to the side. Dr. Connors let out a roar and sprinted toward the Captain who was now shieldless. It was now the time to interfere Peter thought. He swung toward the lizard and sprayed a thick layer of web on his face, blinding him for a couple of seconds. He pulled the Captain to the side seconds before the Doctor stumbled where the Captain once was.

"Hey scale face! You know its not nice to make pizza out of people. Pretty sure its illegal." He scratched his head as to seem he was thinking. "Yeah, its illegal."

The lizard finally ripped away the rest of the webbing and turned to Peter and let out a snarl.

"Spider-Man. Why am I not surprised. You will not interfere with my work this time!" He roared the last part and charged at him. Peter pushed the Captain away right before the Doctor pummeled into him. The air knocked out of him and his vision blurred for a second. He crashed into a brick wall and fell down onto his hands and knees. Pain radiated up his body and he let out and inner groan and slowly stood up, only to see the Doctor running toward him again. Before he the he could react and the Doctor hit him a shield slammed into the lizards face knocking him to the side. He looked to the side to see the Captain toward him.

"Thanks for the save." The Captain said to him. Peter was still in a daze, not only from being hit but from Captain freakin' America thanked him! Before he could reply with some witty comment the Captain spoke. "But you shouldn't have interfered. Don't you usually deal with robbers?"

Peter honestly felt hurt. "Hey! Maybe if you were here a few week ago you would of known that I already took this guy down. So maybe instead of judging me you should stay out of MY way!" He shouted the last part. And before he could say more his spidey sense warned him. He jumped backward barely dodging the claw swipe. He maneuvered his body so he landed on Dr. Connors back. He started to make a web around his body, enabling him from moving. When he finally jumped down the Doctor fell to the ground, body completely covered in the web. Ever since the last time he fought Dr. Connors he improved his webs strength by a lot. He looked at his work with slight pride with himself. He broke out of his thoughts when he heard what sounded like a jet, only smaller. He turned to see none other than Iron Man. If he wasn't a mask he was sure his jaw would drop to the ground. He also saw the Captain walking him. Peter still felt sour from what he said earlier.

"Sorry I'm late Captain. Pepper was chewing me out. And its best not to run from her. She's like a bear, you just gotta stand very still." Iron Man said to Captain America. He then turned his head to look at him, then looked at Dr. Connors and then back at him.

"You did this?" He asked Peter.

Peter crossed his arms and lifted his chin. "Yes I did. All. By. My. Self." He punctured the last part while he looked at the Captain.

The Captain frowned. "Sorry about that, just frustrated that people got hurt. Please accept my apologizes." He looked at Peter with pleading eyes.

Peter sighed and dropped his arms to his side. He understood what the Captain was talking about. He also got mad when people got hurt before he could help. "Yeah, its okay. I understand. I-" Peter was caught off when his spider senses buzzed very loudly at the back of his head. He quickly pushed bother Avengers out of the way. But didn't have enough time to dodge the claw fully. As he jumped trying to get away he felt something tear and rip into his leg. Pain exploded through his body. He landed on his back and the air rushed out of his lungs. Blackness swarmed his vision. He heard some shouting in the background, as well as fighting. After what felt like hours he felt a pair of hands on him. Seeming to check his bodies for injuries.

"Hey! Hey Spidey! Wake up. Your hurt very badly, if we don't fix you up you will bleed out and die." He heard Iron Man saying. He felt himself being lifted into the arms of someone.

"Thanks for saving us kids, now we are going to save you." Peter heard the Captain say. Before the pain finally made him black out.