Okay, hey guys. This is the one-shot book I told you all about. This is JUST going to be one-shots or rants about the Ultimate Spider-Man show, none of my fanfictions. These are gonna be very fluffy, angsty, intense (probably violent) not to mention some more team dynamics! ^.^

Especially between Peter and Miles – gosh, those two adorable boys are gonna be the death of me.

Also, some of the prompts I'm writing will be inspired by someone else own one-shot book, her name is Melancholy Sunshine, and you guys really need to check out her book: Spider powers ain't perfect.

It's AMAZING! And adorable, and I love it! 3

Anyway, this first one-shot is actually from a prompt that one of my reviewers asked me for. This is for you Selena!

Team angst/fluff here I come!

(*this is set after Season 2 after the episodes "Return of the Sinister Six Part 1" and "Ultimate" (part 2 of the Return of the Sinister Six). It only involves the Ultimates)

~~Summary: It's been a week since the incident involving Spider-Man taking on Goblin and his goblinized friends. Everything should be right and back to normal, but Peter can't stop thinking about the fight against his team, and the hurtful things they said – persisting self-doubt and nightmares are enough to keep him awake at night. Thankfully, he has a pretty great team to be there for him. ~~

He was breathless,

His heart beat so fast he feared he'd be in danger of having a heart attack. He could feel them catching up, creeping, breathing down his neck. He could barely see their shadowed bodies within the limits of his peripheral vision; just barely managing to stay out of full sight.

Spider-Man shivered as the chill of being watched raced down his spine, across his shoulders, and down to the soles of his feet. "No, no, no, no," he chanted frantically to himself, not daring to sneak a peak over his shoulder. "No. Not again. Not again!" he ran faster, willing his body to ignore the spikes of hot shards poking his lungs and the feel of his muscles pulling tight.

The space around him was black and gray, but blurred and unfocused, sometimes pulsing with the rhythm of his own heartbeat. BaDum...BaDum...BaDum...

"Spider." They sang from the shadows, hushed voices mocking and taunting him. "Spiiiidddeeerrr..."

"Stop," Spider-Man shouted back, not daring to pause to search for the owners of the voices. "Leave me alone. Just leave. Me. Alone." They all cruelly laughed at him; mocking him; taunting him. The noise echoed deep within his head, slicing him right down to the bone.

Out of nowhere, something lashed out from the darkness and caught him in the back. Spider-Man's vision blinked completely black as he felt himself twist roughly through the air. A moment later he crashed violently into the ground, landing on his back, and rolling brutally across the hard surface, tearing his suit in the process. Once stopped he groaned, feeling as bruises stained the skin beneath his ripped costume.

He coughed weakly, his ribs tightening to a painful extent. Groaning again, he wrapped his arms protectively around his torso in an attempt to dull the ache. It didn't work very well. When he had a little more strength he sat up, eyes hovering over blurry and focused, and darting around to look for his attackers. He saw nothing. But he could feel them. Their very presence was like a predator, cold and merciless, closing in – suffocating - choking.

"L-leave me alone," he shouted, coughing violently again. "Please..."

They laughed at him. "What's the matter webs?" a voice taunted. "No jokes? No quips? You're losing your edge." Spider-Man didn't answer, he got to his feet looking for an escape.

"Where do you think you're going?" another voice laughed, and something sharp swiped across his back. Spider-Man cried out in pain, back arching from the sudden burn as he stumbled down to his knees.

He asked feebly, "W-why are you doing this? I thought we were f-friends."

Their laughter was loud and boisterous- it cut him right down to the soul. "We were never friends. You hardly filled the position of leader. We'd never willingly hang out with someone as pathetic as you."

And suddenly, as if a fog cleared, he could see them. Four people, kids, standing around his broken form. He looked up into their sneering faces. He saw Nova, White Tiger, Powerman, and even Iron Fist, all snarling with bumpy green skin and bigger, bulkier bodies. Them when they had been goblinized. Spider-Man tried to get to his feet, but Iron Fist was quick to kick them out from under him in -Man cried out on the ground as his bruised back was hit, pulsing alongside the pain throbbing in his limbs.

"Come on, Spider," Powerman mocked. "Where's the fiery attitude you're known for? Or was it just fake, a cover-up, to hide your numerous failures and doubts?" Spider-Man didn't answer, he COULDN'T answer. Powerman chuckled cruelly and kicked him in the ribs. There was a sharp CRACK! He grinned in delight and kicked the wounded teen again.

"S-stop," Spider-Man begged, gasping around the agony in his ribs. "T-this isn't you, its-its Goblin. Come on, snap out of it."

"Oh, but it is them." A new voice rang out. Someone else stepped from the murky mess of Spider-Man's mind. This one was clad in a powerful and strong metal suit with a single eye centered on the helmet, it glowing a sinister green, with a darker green cape fluttering lightly from the shoulders.

A section of the mask slid up, revealing the cruel face of Goblin, who was giving him a toothy grin. "This is their true selves." Goblin continued. Reaching down, he grabbed a wad of Spider-Man's costume, the spider emblem bunching in his fingers, and brought Spider-Man's pained body up closer to him. "I showed them who they are, who they're meant to be. And soon enough, Spider, it'll show you too."

"I-It's not them," Spider-Man weakly objected, black spots dancing in his eyes. "It's the goblin serum. It's messing them up. Putting them in the form YOU want them in. You can't just do that Goblin, you can't just change my team!"

Goblin smirked objectively, "But I didn't change them." He stated. "I never did."

Spider-Man's eye widened in puzzlement, but before he could question it, Goblin smashed him back in the ground. "AGHHH!" the arachnid cried as his ribs shattered further. When he managed to look back up, Goblin was gone, but his team still surrounded him. Only this time, they no longer had green skin or bulking masses of muscles. The fangs and the claws were gone, their suits weren't stretched or ripped, but in perfect condition. They were no longer goblins, they were their normal selves. Only, they weren't. He could still see the vicious grins on their faces, so wide that it even stretched the mask on White Tiger's face.

Then they started talking, shouting, and whispering.

"When are you going to learn-

"I thought your loyalty-"

"Your just denying-"

"-you stink at a solo act!"

"-was to this team!"

"-the inevitable!"

Spider-Man stumbled to his feet, but the ground seemed to spin around him. His sides were on fire, his body was prickling with unknown sensations - he felt raw and bruised. Everything was moving too fast, everyone was talking too much. His mind couldn't comprehend it all.

His mind began to splinter

"Numerous failures." Iron Fist sneered from the left.

His eyes burned as every failure was brought back to him, laid out flat and in full view.

"When are you going to learn you stink at a solo act?" Nova mocked from above.

A choked sob caught in his throat as he recalled countless patrols alone, wounds he cleaned and bandaged himself, the loneliness...

"Spider sell-out!" White Tiger called gleefully behind him.

He stumbled painfully to his knees. They're were pressing closer to him. Each word felt like a stack of bricks settling on his shoulders.

"You might have even been able to save your Uncle Ben," Powerman said directly in front of him. Laughing in his face.

That was all it took. Spider-Man felt himself crumble, any will-power he had left disintegrated and he collapsed in on himself. He was no longer the brave and invincible Spider-Man, but now the weak and pathetic Peter Parker. His mask was off torn savagely from his head and slapped to the ground in front of him.

Peter curled on the ground, ignoring the agony licking up every nerve. He brought his hands to his head, pressing the palms of them to his ears desperately. "Shut up!" he shouted. "J-just shut up!"

But they wouldn't. It was a never ending chant. A song that wouldn't stop. He tried to block it out, but they never left. They spit words at him like acid, sometimes accompanying it with a spiteful punch or kick.

"You're a failure!"

"I thought your loyalty was to the team!"

"Could've saved your Aunt May the pain of all your lies!"

"We were your responsibility. Just another one of your numerous failures."

"We were never really friends."

"You're just denying the inevitable."

"Sell out!"

"Menace!"

"Freak!"

"Idiot!"

"Could've saved your Uncle Ben!"

"Foolish boy!"

And somewhere in the muck he heard his Uncle's soft voice whisper, "With great power, comes great responsibility, Pete."

"S-stop..." Peter cried, " stop, PLEASE…" he was bowed over himself. Hands still pressed against his ears. Tears ran down his cheeks as he squeezed his eyes helplessly.

"stop..."

Peter woke up abruptly, jolting up in bed with his breaths coming out hard and heavy. His pajamas and sheets were drenched in sweat and his blanket was twisted around his body like a giant python, tightening on him like one too, restricting him from breathing fully.

Light-headed and heart racing, Peter pulled at the blanket. But when it wouldn't come off, he panicked and thrashed and tore at it. There was loud SHRIPP and the blanket fell in tatters on the floor and across his lap. He took in lungs full of air, breathing deeply as his panic-induced mind tried to settle. He felt hot and sticky, suffocatingly so, and ripped off his shirt, much like the blanket, and threw it across the room.

Peter sat there on his bed, completely still, trying to grasp, for a moment, where he was. He...he was in Aunt May's house, at home; he was in his own bed, and everything was okay...everything was...okay? Unable to stop himself from shaking, Peter wrapped his arms around himself and brought his knees up to his chest; he slowly rocked himself.

He tried not to think about the battle with Goblin when his team turned into goblins. He tried to forget all the hurtful things said, tried not to remember how they attacked him, or the cruel looks on their faces. But every time he blinked, or closed his eyes – even for a second - there they were, painted on his eyelids like the world most grotesque and horrid picture.

A noise of frustration pushed past his throat and he pressed his head to his knees till it securely fit between his legs and chest. It was incredibly dark in his room, and still, way to musty and hot for it to be comfortable. It reminded him too much of the dank and humid atmosphere of the Hell-Carrier. Swallowing thickly, Peter got up from his bed and stumbled on shaky legs through the dark till he found his window.

Flinging it open, he breathed in relief when a cool breeze hugged his feverish skin. "Was just a nightmare," Peter murmured to himself. "J-just a nightmare..."

"Spider? Are you alright?"

Peter's heart spiked as he whirled around. Danny was sitting up on his mattress on the floor, blankets pooling around his waist. Peter forgot that he was sharing a room with the monk and a needle of guilt pierced his heart for waking the guy. He turned around, so to not to face the teen "M'fine Danny. Go back to sleep." he assured, voice barely above a whisper.

Peter heard the mattress creak, a moment later the floorboards squeaked as Danny walked up to his friend. The monk couldn't deny the shaking of his comrade's body, or the quiver in his voice. Danny placed a hand on his team leader's shoulder but then quickly drew it away when Peter tensed under it.

"Peter," Danny said gently, yet still inquisitively. "What's the matter."

Peter leaned against the window seal, his wide eyes looking everywhere but at the teenage monks. "Nothing," he tried. "Nothing, just...it's fine...I'll be fine...just...just woke up was all..."

Danny remained behind him. Peter tried not to imagine that it was the Goblin-Danny, with his sinister glowing fists and crude smile - that would be unfair for the real Danny. The monk didn't want to hurt him. He would've done so by now if he did, right? It was insensitive to put the faults of Goblin-Iron Fist on Danny - no matter what happened. Peter shuddered.

"Let me go make you some tea." Danny offered and turned and made his way out of the room without another reply. Before he left, he turned to look at Peter one more time, said hero hadn't even moved in the slightest, before gently closing the door.

Breathing deeply, Peter tried frantically to calm himself down. He was no longer in the Hell-Carrier surrounded by enemies. He was at home, surrounded by friends, by family. But no matter how hard he tried he just couldn't get those savage grins out of his head...his hands tightened around the window seal, the wood whined solemnly under the pressure.

It didn't seem like Danny had been gone for long, but soon enough he was entering the room again, only this time he was being trailed by Ava, Luke, and Sam. Peter shook his head and scoffed quietly to himself, having heard them enter without needing to turn around. Of course, Danny wouldn't let him off the hook so easy. Danny was smart. Not to mention he can read another's chi energy. Peter withheld a frustrated sigh but kept his back turned. He wasn't strong enough to face them head on yet

Ava asked in concern, "Peter? You feeling alright?"

"M'fine." Peter muttered.

But he was still shaking. Stop, Peter ordered himself. Stop. Stop. Stop. He felt them draw closer, but they did it cautiously like they were approaching a wild animal.

Freak.

Menace.

Peter squeezed his eyes shut, but was greeted by Goblin's gruesome, laughing face. His eyelids flew open again and he started sweating once more, it running down in beads across his naked chest and back. He felt like running. He needed to get out of there as fast as could, find somewhere isolated and safe where he could curl up and wait for his problems to sort themselves out.

You are home, idiot! I thought that was safe. A voice whispered harshly in his head. But it seems just like you to run away from your problems. You really are pathetic.

He felt his team surround him, and even though it didn't feel menacing or threatening, he couldn't stop his joints from locking and his heart pulsing faster. Luke spoke softly, "Pete, we're your team. You can talk to us."

"Yeah, we're friends," Sam added.

We never really were friends anyway.

Peter shook his head. "I'm okay, really. Don't worry about it."

Liar.

"Sharing one's feelings can leave them with a purer mind and a lighter heart," Danny spoke up wisely.

Peter chuckled softly, without much humor, and quipped, "Read that out of a fortune cookie?"

There was an exasperated sigh from Sam, "Enough with the jokes." he bristled. "Come on, we know something is bothering you."

No jokes? No quips? You're losing your edge.

Peter attempted a casual shrug, it coming off stiff, as his hands tightened further on the wood. "Aw, but I'm such a funny guy." he retorted half-heartedly. He couldn't help it. Joking, making fun, it was his way to deal with his problems. With the pain. Just laugh it away and pretend it didn't hurt you. Being that light-hearted idiot that everyone could talk to.

Sam rolled his eyes and crossed his arms in what-appeared-to-be doubt

Ava came up behind Peter and softly put a hand on his arm. "Someone once told me that we are a team and a family. And when something is bothering your family, you can tell us."

Peter almost snorted at the irony. He remembered telling Ava that, back when Kraven was just a weirdo with a mustache, and the tiger amulet was going crazy with bloodlust and she was losing control. And, yes, he felt like a hypocrite, but...could he really tell them? Was everything they said actually true? Could the goblin serum affect them so much that they would just come up with things like that to say? Or did it just give them a reason to speak the truth?

He was too afraid to ask.

Failure.

Menace.

Loyalty.

Team.

Sell out.

Peter felt himself crack, just like in his dreams. He tried desperately to rail himself back in as his eyes began to moisten.

"We're here for you bro," Luke added. "Just like you're always there for us."

Peter felt himself crack further.

"Does it have something to do with Goblin, and when we were under his influence?" Danny asked. At the mention of it, the images rushed back to Peter in a loud, dark, boisterous wave. All the words said, the punches thrown – it all came crashing down, and he felt himself begin to drown...

He choked out a harsh sob as the tears spilled over, turning the wood and streetlamps outside into watery blurs. He could sense his friends stiffen behind him, surprised at his sudden burst of emotion. And why not? Why shouldn't they be surprised? He's kept up his strong, I-totally-know-what-I'm-doing leader façade for so long that it was probably foreign to them to see him cry.

For a painful few minutes the room was silent, all besides Peter's quiet, suppressed sobs. Then the spell broke and his team moved to comfort him. They surrounded him, patting his back and giving his shoulders reassuring squeezes. "Hey, hey, it's okay," Ava whispered to him, softly, her hand hesitantly, but comfortingly, running through his messy bed hair. "It's okay, everything's okay. We're safe Spider. You saved us."

Peter shook his head. That was only a part of it. Sure he had been so scared, terrified even, that he couldn't save his team from Goblin. The feeling of being utterly helpless was nerve-racking. But that was only a part of the equation. They were silent for a few more moments, waiting patiently as Peter tried to find the words to speak, the explanation that kept tripping over his tongue. The wood being clutched by his fingers broke under his strength with a resounding SNAP!

Sam was on Peter's right side, one hand placed on the small of his back, and the other resting on the wall near the window. Sam leaned closer into Peter's view, concern painted on his face. "What- I mean. Umm….is there…" he sighed nervously, looking unsure of what he was trying to say "There is something else bothering you?"

Peter felt vulnerable, stripped naked and bare - humiliated and maybe even a tad angry. He has never really had anyone to share these kinds of dilemmas with. Aunt May didn't know about his heroic exploits, neither did MJ or Harry, and he certainly wasn't going to have a heart-to-heart with Nick Fury or Coulson. Peter's kept all these feelings to himself for so long. Suddenly being asked to let them all out was harder than he'd ever imagined.

"I...I..." he tried, but his throat constricted and he fought down another wave of tears.

Feeling suddenly very angry and frustrated with himself, Peter tore his hands from the window sill, unintentionally stripping off strips of wood, and stormed away from his friends. He stopped in front of the bed with his head hanging down and one hand trying to fiercely rub the tears away, while the other was curled around his stomach with that hand tightened into a fist.

He could feel the sad, concerned looks pointed his way. Ugh! He hated how weak we felt. He hated acting like this. He hated how much emotion the human body went through. He hated everything right now. But he also couldn't prolong this anymore. His friends found him broken like this, they wanted an explanation; Peter figured he now owed them one now.

"It's just..." he started, taking a deep heavy breath. "D-did you guys all..." he bit his lip, trailing off uncertainly.

Danny gently urged him, "Did we what?"

Peter took another deep, wavering breath. "Did you guys all – m-mean what you said?" he whispered. "T-that I am just a failure? That I'm just a cheap sell-out? Are we...are we not actually friends?" the last line he said so softly, he was afraid they didn't hear it. He started shaking again, "I really am pathetic." the words were whispered harshly. His hands went up to cover his face.

Instantly, his friends were back with him. "What? No. Of course, you're not pathetic." Luke said.

"And we are friends. You're probably one of the best friends I ever had." Sam admitted. "Who else jokes with me like you? Or plays video games with me? Or puts up with my attitude?"

"You're not a failure." Danny included.

"And definitely not a sell-out," Ava added. She grabbed Peter softly and turned him so he was facing her, but he kept his head down and wouldn't look at any of them. "Peter," she continued. "We may not remember too much from when we were goblins, so I don't really know what we said to you. But just know that we didn't mean it, any of it. You're the greatest guy I know. You're the best leader we've ever had. And..." she bit her lip. Then lifted Peter's face so he could see her eyes. "And I'm sorry for all I said."

That was the first time any of them had apologized to him from after the goblin incident. Of course, they thanked him for saving them, but they didn't actually apologize for what was said. Peter stared at her in surprise.

"I'm sorry for hurting you like that. And thanks for saving me, and - you know - not dropping me in the Hudson when you could've defeated Goblin. Thank you so much for everything." Then Ava moved forward and Peter found himself encased in a hug. His own shaky arms tensed, then went up and slowly he wrapped them around her too.

"I'm sorry too." Sam said. "And thanks for never giving up one me." He went up and wrapped Peter in a hug as well.

"I apologize for the grief I caused you, my friend." Danny spoke. "Thank you for believing in me." He joined the hug.

"Sorry bro," Luke apologized. " for hurting you both physically and mentally. You're the toughest guy I know." Then he wrapped them all in his arms. They stood in the middle of Peter's room, all wrapped around each other in a big group hug, probably looking like a bunch of doofuses in the dark.

But Peter found that he did feel better. He was no longer crying and the comforting weight of his friends wrapped around him somehow disintegrated some of the doubt and pain. His body felt a little lighter, but also suddenly very exhausted. He yawned tiredly, snapping the others out of the peaceful trance they slipped into.

Ava smiled a little, "Come on, let's get back to bed." She ordered. They all unwound themselves. Peter collapsed back in his bed and was surprised when Ava, Sam, Luke, and Danny all did too. "What?" Ava smirked. "You're the one who woke us all up, and I'm too tired to go back to my own room." She hit Peter's pillow a couple of time to fluff it up, before sinking into it.

Peter found himself smiling back. He lay on the other side. Sam and Luke squished themselves at the foot of the bed, and Danny took the other side of Peter. Their positions were Danny and Ava at the top of the bed on both sides, with Peter placed comfortable in the middle, Luke took up most of the end of the bed, but Sam found room as he switched positions so his feet were by Luke's head (if Luke noticed, he didn't say anything), with his head lying on Ava and Peter's legs.

Peter smiled a little wider, rubbing the last of his tears away. "Thanks, guys." He said in the dark. They all hummed back, muttering a low "Good-night."

And they fell asleep like that, all lying next to each other, finding comfort in one another's presence.

Later, in the morning, Aunt May stood in Peter's room, surprised with the hoard of bodies stacked on her nephew's bed.

They were sprawled along the blankets. Luke was spread eagle wide, with his legs sticking out either side of the bed, same with his hands. Sam was sprawled on top of Luke, snoring contently, using the bigger teens bicep as a rocky pillow, one of his arm was pushed under the crook of Luke's chin, causing the others head to remain looking up. Danny had one leg and one arm dangling over the bed, while the other arm and leg was squished under Peter's body. Ava, who was on the other side, had an arm strewn over Peter's head and her hair was draped over her face as she snored softly. Peter was in the middle of the chaos, he was clutching a blanket to his chest, one leg under Luke, the other intertwined with Sam's; he was snuggled close between Ava and Danny's body.

Somehow, Danny, Ava, Luke, and Sam looked almost strewn protectively around Peter. As if to protect him from anything stupid enough to threaten him, like bed bugs or nightmares. Aunt May found it adorable and quietly snapped a picture for later. This way, she always knew that Peter had someone looking out for him. And she could also use it for blackmail.

She smiled at them all, one hand placed across her chest as she watched them affectionately. Although, she was questioning why Peter didn't have a shirt on. It didn't look as though anything really happened last night, she hadn't heard anything anyway, and everything looked like it was before. She didn't notice the slivers of wood missing from Peter's window sill.

She blew them all a small kiss, and then softly closed the door to her nephew's bedroom, deciding to let them sleep longer.

Peter sighed happily in his sleep, his unconscious mind blissfully at peace. Free of nightmares. Something that had been plaguing him ever since that day. He felt secure and at ease huddled amidst the security of his team.

He finally felt safe.

Slowly wipes away tear.

That felt sad. Was it sad? I wanted it to be sad and fluffy? Did I accomplish that? I hope so.

I hope you're satisfied Selena, this was kind of fun to write. I love the Ultimates angst, that team is just my bread and butter. I love them all to pieces.

Their team relationship is just perfect! Just beautiful!

I hope I portrayed that right.

Anyway, I figured peter might be a bit shaken up from the battle he had with Goblin and his goblinized friends. I mean, they DID say some pretty nasty stuff at him, and Peter was already the self-doubting little softie he is. So I figured it'd have a big impact. This is his team comforting him, then them all dog-piling on his bed. ^.^

-OfficialUSMWriter out!