Chapter 1: At the Beginning

Ned Leeds lived an unimaginative life.

He lived with his parents and siblings in Queens. He had no backyard. Just a back alley. He went to Midtown School of Science and Technology. Member of the academic decathlon team and band as a trumpet player. He liked Star Wars and Legos. He's a fan of the Avengers—like most kids who grew up in a world where superheroes saved the world. Or, in his case, his hometown.

But, again, while the world was weird, he wasn't. He lived a very normal life.

That was until his best friend, Peter Parker, crawled along the ceiling.

Ned remembered the night. Peter coming into the bedroom through the window, crawling along the ceiling to close the door, dressed in the famous Spider-Man suit. Ned forgot everything else as he realized that his world was not as dull as he once thought.

His best friend was a freaking superhero! He was Spider-Man!

Since then, he and Peter partnered up. Ned never regretted his week of detention for helping Peter take down the Vulture. He was Peters 'Guy in the Chair'. He was a side-kick. A member of the superhero world. And it was fun. A lot of fun.

Ned and Peter enthusiastically talked about all of Spider-Man's activities. Peter even let Ned use the web shooters to swing from one tree fire escape to the next. Ned didn't join Peter on his ventures. After all, Ned knew nothing about fighting, marital arts or guns. He knew a lot about video game versions of fighting, but that didn't relate to reality. So Ned kept to the "Guy in the Chair" role.

Ned was surprised when Peter informed him of turning down the Avengers. Ned was flabbergasted and kept throwing question after question as to why Peter would turn down a life-changing opportunity. Was it not his dream to become an Avenger?

To that question, Peter shrugged. "It… it was until recently," his friend mumbled. "Someone has to look out for the little guys, Ned. People who think they don't matter, but do. Avengers are big picture people, you know? I want to help people who aren't. You know… like my Uncle Ben."

Ned nodded his head. He finally understood Peter's motives. It made sense. "And Iron Man wasn't mad?"

"No, he was proud," Peter answered with a smile.

Despite Aunt May throwing a fit and threatening Tony Stark with prison time and going to the press, Peter still talked to Tony. He had the so-called "internship", something that Flash Thompson still doubted ("Why would anyone want to be around you?" Flash once questioned when Peter explained he had to leave early to meet up with Mr. Stark). Ned also saw the black cars that trailed Peter and knew Happy Hogan was driving, taking Peter to some destination.

But Peter always returned home, happy and excitable. He told Ned everything at school the next day, talking about everything from Peter using Tony's labs to the situation with the other Avengers. That was a topic Ned was greatly confused on and Peter, unfortunately, knew very little as well. Peter said he brought the topic up once with Tony and it didn't end very well. Mr. Stark apparently was still sour over the incident that happened months ago. There had been no word of the missing Avengers and allies.

Captain America was a war criminal along with Winter Soldier, Falcon, Hawkeye, Scarlet Witch, Ant-Man and even Black Widow disappeared according to Peter, who overheard Tony talking about her to War Machine. Ned wondered what happened to cause such a rift and Peter said it was due to the Accords that held the superheroes responsible.

Ned thought. "Did you have to sign?"

Peter shook his head. "No, I'm not an Avenger."

"But you're a superhero."

Peter considered for a moment. "Nah, man, no," he shook his head again. "No, if I had to sign anything, Mr. Stark would have told me. He didn't, so I don't think I have to. Besides, I'm not a big threat. I just stop muggers, help old ladies and web up car thieves and…"

"And take down a criminal ring that sold alien technology as weapons which resulted in crashing a massive cargo plan on Coney Island."

Peter stared, fingers nervously tapping on his pencil. "Yeah, that and help kittens from trees," he finished. "Not an Avenger. No need to sign."

Ned didn't bring it up again. If Peter said he didn't have to, then the Accords didn't include people like Peter or the Devil in Hell's Kitchen. The two friends went about their business, preparing for the next academic decathlon meet by getting to school early in the morning. Michelle (or MJ now, Ned guessed) wanted to meet both in the mornings and afternoons on Tuesdays and Thursdays so that they could take Fridays off completely. No one argued. Who didn't want Fridays off?

Michelle grilled them that Tuesday morning, asking bizarre questions Ned knew nothing about. No one knew the answers with the exception of Peter. He was the smartest one in the group though Flash constantly challenged (and failed) Peter on that title. Michelle seemed disappointed and decided they needed more time to review on the engineering section.

Ned and Peter went to their first class, slipping into their normal seats by the windows. It was Mr. Harrington's science class and as usual, he was finishing up his breakfast. The bell rang and Michelle barely slipped into the classroom before Mr. Harrington could consider her tardy. Not that he ever would. He was too nice to do that.

Michelle sat in the back, her preferred seat so she could view the whole classroom and all the students. She liked to watch people. It was her thing. Just like it was Flash's thing to make the ridiculously loud fake cough calling Peter "Penis Parker" so that he and his buddy could get a good laugh.

Peter ignored him, rolling his eyes as Mr. Harrington began to take rollcall. Ned leaned forward in his desk. "Hey, so um, did Happy take you up to see Mr. Stark yesterday?"

"What?" Peter said, an eyebrow raising. "No, no. No, he um, he wanted to check in on me. That's all."

"Oh. So… no missions?"

"Ned, I'm not an Avenger."

"Right. Right," Ned nodded along. "So… it's normal for him to stop by and check on you?"

"Well, normally Mr. Stark would call," Peter explained in hush tones. "But this past week, he's been busy doing something or other… I don't know. Anyway, Happy came by yesterday just to see if I was doing okay on Mr. Stark's behalf."

"Been busy? Doing what? I don't remember anything big happening."

"Well, of course you wouldn't," Peter remarked. "No one would if it's top secret Avenger stuff."

"Fair point."

"What are you two girls gossiping about?" Flash sneered from his seat. "Planning out your Friday date night?"

Ned and Peter exasperatedly sighed at Flash's insults. Flash's insults were pathetic, but he was at least persistent. Never giving up. That was the most annoying part. Not the insults themselves, just that Flash continued to single them out.

And, so, as predicated, Flash continued mocking them. "Oh… did I hit a nerve?" he said, mockingly sad. "Is Penis Parker giving you another lame excuse about an internship at Stark Industries?"

"Shut up, Flash," Ned said on Peter's behalf. "And the internship is real."

Flash snorted. "Yeah, as real as my Hogwarts letter and Star Trek Enterprise ship I cruise around on the weekends," he said. "I bet two million dollars Parker here has never even met a single Avenger like he claims."

Peter lifted his head from his notebook. "I never claimed to know any of them."

"You said you knew Spider-Man."

Peter's mouth closed briefly, thinking quickly. "Yeah, well, I met him. I don't know him."

Flash curled his nose up at them. "Whatever! I don't believe either way."

"Then why are you bothering us?" Ned questioned.

"To prove that I am right," was all Flash said before the teacher looked their way.

Mr. Harrington stepped over to their side of the classroom. His eyes switched from Flash to them. "Everything all right over here?"

Flash gave Mr. Harrington a big smile. "Yes, sir!" he chirped. "Parker here was just harassing me on the homework assignment."

Ned and Peter shot Flash a dark look as Mr. Harrington turned his attention to Peter. "Mr. Parker, if you have a question, you can always ask me," he said. "If you were struggling on number four of the assignment, I can understand. I thought that one might be too tricky. Why don't we actually go over it as a class? Everyone get out your notebooks and—"

Mr. Harrington's voice was cut off. Outside, they could hear some loud voices. Something of like an argument. Mr. Harrington coughed loudly, drawing the students' attention back to him.

"Anyway," Mr. Harrington began, "let's open our books to page—"

The voices cut him off again. Growing louder and louder like an actual fight was happening. A few of the students got nervous. Schools shootings were on the rise and it was not impossible for a genius kid to go crazy and start shooting. Ned grew tense, holding the edge of his desk as he and everyone else stared at the door.

Mr. Harrington moved away from the chalkboard. He was concerned. "Kids stay where you are," he told the class as he headed to the door.

Ned nearly shouted at Mr. Harrington to not open the door. It was never a good idea to open the door. Didn't anyone watch any horror movies? Ever?

A sharp jab to his arm caused Ned to squeak in surprise. He snapped to Peter, who had poked him. Peter tilted his chair back, eyes worried. "Something's wrong. Like bad wrong."

"How do you know that?" Ned returned.

"It's something I developed. It's like a sixth sense or something. I can sense danger coming."

That's not good, Ned thought. If Peter sensed danger then that meant…

"Is there a shooter?" Ned croaked out, heart beating too fast for his own good.

"What? I don't have x-ray vision!" Peter exclaimed. "I just sensed something's not right. Like something really terrible—" Peter suddenly shot to his feet, arm stretching out to the teacher. "Mr. Harrington! Don't open the door!"

It was too late. Mr. Harrington already twisted the knob, releasing the lock. It happened so quickly that Ned struggled to remember exactly how it went down. The door burst opened, nearly swinging off its hinges. All the students screamed, some jumping out of their seats and running to the back of the room.

Ned stayed in his spot. Too scared to move. Mostly out of fear that they would shoot him. Men dressed in military gear stormed into their classroom, carrying assault weapons. There were at least ten, heavily armed men in their classroom, guns aiming at the students. Mr. Harrington was shoved aside, ordered to stand down.

"Please!" Mr. Harrington begged out. "They're just children! Don't hurt them!"

Ned froze in his seat. Heart in his throat as he watched one commander call the room to attention. "Everyone remain calm and no one will get hurt," he instructed all the huddled students. Even Flash Thompson acted like a baby hiding underneath his desk.

The commander searched the students' faces, critically examining each one as if searching for someone in particular. Or… searching for Peter Parker.

It didn't take long. The commander spotted Peter at his desk and directed his men to take aim. Peter instinctively threw up his hands high above his head. "Please don't shoot!"

"Peter Parker?" the commander growled out. "Keep your hands up where we can see them and step away from the desk."

Peter nervously glanced to Ned, but he rose up. Hands still held up, he stepped away from his desk. Ned watched his friend. Every footstep Peter took sent a wrecking ball right into Ned's heart. What was happening? Where were they going to do to him? This wasn't right! Not right at all!

Mr. Harrington seemed to agree for he got the courage to speak up again. "Leave Mr. Parker alone!" he shouted, charging ahead to shield Peter. "He's a kid! You are not tak—"

One of the soldiers fired at Mr. Harrington and he dropped like a broken doll. The kids all screamed. More crawled to the back and one even fainted. Ned stared. He couldn't believe they shot Mr. Harrington. The most easy-going teachers of them all. And the nicest.

Nearly unable to breathe, Ned kept staring at Mr. Harrington's comatose body when he realized he had yet to see blood pooling around the body. In fact, Ned could even see Mr. Harrington's chest slowly rise and fall as if he was asleep.

Peter looked aghast at Mr. Harrington unconscious body. "Why did you do that?" he croaked and Ned noticed that Peter was fearful now. He didn't have the same confidence as he did as Spider-Man. Which was much needed at this point.

"He's fine," snapped the commander. "Now—come with us or we will be forced to use extreme means to do so."

"Look, please, this isn't necessary," Peter tried to haggle with the commander. "I'll go quietly. I'll—"

A soldier got too impatient and fired his gun at Peter. Ned screamed, thinking for a split second Peter was hit. But being Spider-Man has its perks. Peter's agility was prime and his reflexes were quick. He missed the bullet and using his Spider-Man's gifts, quickly incapacitated the soldier.

Ned wanted to cheer on his friend. Peter Parker—Spider-Man hero! Excpet that the soldiers were not mere muggers or even car thieves. They were militarized. So when Peter took down one of their own, the commander no longer hesitated. He gave the final command.

A soldier beside the commander pulled out a weapon that looked very different from the assault weapons the others had. He took aim and with no hesitation, pulled the trigger. Peter had no time and was struck right in the chest.

Ned gasped in horror. Peter froze. Even his face didn't twitch a muscle. His feet swayed and then he tipped backwards, nearly smashing his head into the AC unit if it wasn't for the soldier closest to him who caught Peter. He rested Peter on the floor, bringing out a pair of binders and locking his wrist together. Another brought a syringe and struck it right in his neck. Blood was drawn out and then another syringe took its place. One filled with yellow liquid.

They got the needle close to Peter's neck when Ned lunged forward. This was his turn. The side-kick. Coming into rescue the hero at the last minute. "No! Get away from him!" he cried, grabbing onto Peter's shirt and pulling him away from the military.

Peter was dead weight. Eyes closed. Muscles tensed. It was like he was in pain. In a coma and in pain.

Before Ned could even get Peter remotely to a safe area, the soldiers were on top of him. They easily procured Peter from him and dragged Ned away from his friend before throwing him to the back of the room with his classmates.

"Stay out of the way, kid," the soldier ordered. "This is for your own safety."

"Safety!" Ned lashed out. "You shot my friend!"

"This isn't even legal!" came Michelle's voice. She appeared right next to Ned, a stern frown hardening her features. "This is an unlawful arrest and attack!"

"Shut it, girl," snapped the commander as he gave the soldiers orders to block them from Peter.

The soldier shoved Ned and Michelle away, herding them to the back despite Michelle listening off all the amendments their actions were stomping on. Her words went right through them. It had no effect. In front of the classroom, two soldiers finished with whatever they were doing with Peter. The commander spoke to someone through the radio, informing them of their captured target. "No damage," the commander said to the radio. "On our way out."

Ned couldn't believe this. They were taking Peter away! He had to do something. Peter would do something for him if it was the other way around. Peter would have rescued him with his super powers. All Ned had was his phone… and Happy Hogan's number from that one time he had to call him.

Ned quickly pulled out his phone. He searched for Happy's number and found it. He hit dial.

Before it went onto the second ring, something shatter. The sound scared a lot of Ned's classmates and the military men all drew up their weapons again, circling Peter's unconscious body. Ned followed their line of sight. There was a hole in the window. Like… someone throw something slender right through the window.

Then, Ned heard a beep. It was soft after first but it grew louder and louder with each beep. Ned's eyes followed the sound until it landed on a black arrow that was embedded into Mr. Harrington's desk.

The commander spotted it at the same time. "Cover your—"

He was too late. The arrow exploded and the room filled with smoke and Ned's ear rang so loud in his ears that he thought he was in the middle of the cathedral bell tolls. He felt students move around him, grabbing and shoving him aside as they tried to fend for themselves.

Loud commotions were happening around Ned. He saw dark figures move in between the smoke. Ned knew he had to do whatever he wanted to now. He lost his phone in the midst of the arrow exploding. He forgo it and got to his hands and knees, moving up to the front of the classroom. He crawled, concentrating as hard as he could through the smog that filtered in the classroom. The ringing in his ears began to fade and he heard sobs, grunt and gruffs all around him. A scuffle seemed to be happening beside him, but Ned ignored it in hopes to find Peter.

A loud bang jolted Ned. It wasn't the sound of a gun going off. More like a door slamming shut. Someone escaped. Possibly. Ned couldn't tell. The smoke was clearing, but it still remained a grey haze. Ned made out a few desks here and there and…

Peter!

Peter was still laying on the tile floor, unaware all that was going on around him. Small needle pricks were visible in the side of his neck. A little blood bubble formed over one. But overall, he looked okay. Ned hurried to Peter's side, grateful to find him. He put two fingers next to Peter's neck and felt a slight pulse.

He was alive. He was alive. Ned thanked whoever was the almighty above. Peter was alive. "I got you Peter," Ned said to his unconscious friend. "I'll get you out of here."

He picked up Peter's arms and started to drag him away from the front of the classroom. Away from the chaos. There was a definite fight happening in the front of the classroom. He heard the rumble and tumble of bodies falling or getting hit.

"Going to get you somewhere safe," Ned mumbled to Peter. "Look at me. A hero to an actual superhero. Shut it, Ned. Stay focus!"

Ned continued dragging Peter on the floor, hoping to bring him to the student sanctuary in the back. Maybe find his phone and re-dial Happy again. Tell him of the attack and hopefully Iron Man would come to save the day.

"Everything will be okay, Peter," Ned said, but mostly to himself. He really needed the encouragement. This was insane! He was supposed to be the "Guy in the Chair". Not… not Robin to Peter's Batman.

Ned nearly got Peter across the first row of desk when Peter began to resist. Ned looked up and saw that one of the soldiers spotted them. The soldier growled and snared one of Peter's legs.

Ned held on to Peter's arms for dear life, but the soldier gave a hard tug, pulled Ned almost alongside Peter. The soldier snarled at Ned. "Let the freak go!"

"Never!"

The soldier reached for his gun and Ned wondered if he was really going to shoot him. Ned cringed, ducking his head down in anticipation for the bullet to hit him.

It didn't come. Instead, Ned heard the soldier give out a loud grunt and a cough before the floor shook again of a body dropping. Ned, panting in desperation, cautiously lifted his head, eyes trailing up to the silenced soldier who laid in a crumbled heap at the end of Peter's sneakers.

One less soldier to worry about, but then… who attacked him?

Ned got his answer a pair of mahogany red boots came into his line of vision. Ned's eyes trailed up from the boots to blue pants to red and white stripes to a silver star right in the center. Ned's heart nearly seized upon realizing who he may meet.

When Ned craned his head all the way back, he was met with compassionate eyes and a small, but tired smile. "Hello there."

It was freaking Captain America!