AN: Hi there! :) This is my first fanfic and it's safe to say I'm a little bit nervous. I love TASM and Avengers crossovers to death which is why I'm so frightened I'm going to embarrass myself. I enjoyed sitting down and writing this but my lack of self-confidence kind of prevented me from publishing for a bit. I have this crippling fear that it isn't good enough (even though I've looked over it about 500 times and can't find a way to improve it) so if you enjoy reading it leave a review, and fav and follow so that I know to continue publishing.

Heads up...I'm from the UK so some of the American things might be a bit off (for example: I have no idea if American schools have a registration class or if zebra crossings are called zebra crossings). Also there might be some spelling mistakes so if you find any...sorry about that.

Also this story has nothing to do with Iron Man 3, Captain America 2 or TASM 2 (Mostly because I haven't seen them yet) it might link into Thor 2 later but that is a big MIGHT!

There was something about today that Peter just couldn't shake. His spidey senses had been tingling slightly all day (well at least all morning). Peter quickly shot a glance behind him and saw nothing but the normal bustling commuters that you would expect from a New York City sidewalk at this time.

Peter looked back in the direction he was walking and chuckled slightly. He had done this about 5 times during his walk to school this morning and he was beginning to think he should skip school and head straight to the loony bin.

He had woken up that morning with the feeling that he about to be pounced on. Quickly jumping onto the ceiling before inspecting his small, confined, cluttered room. However there had been no intruder, no falling debris, no huge reptilian monster...clawing at him. Peter cringed at the memories popping into his brain as he turned round a corner.

It had been five months since all that but the event still reared its ugly head from time to time. The injury that Dr. Connors...The Lizard...had given him had healed quickly but the three long claw-like scares on Peter's chest still forced him to forge Aunt May's handwritten sick notes for Physical Ed.

Since then Peter had been on the streets almost every night. Perfecting his skills...as well as getting more injuries/scares to add to his ever growing collection. He had saved the city a few months back but in Peter's mind he'd still failed. Captain Stacy was dead and maybe if he had been just a little faster or stronger or... Peter rubbed the back of his neck as his spidey senses spiked again.

Since rudely waking him up, they had rumbled under the surface which was making him feel really paranoid. Making him jump (lucky not onto the ceiling) at Aunt May coming down the stairs. She had asked what had him so, on edge and Peter had given her the usual excuse of "bad night's sleep". From the look of the dark circles below her eyes it appeared she had barely slept herself. Money had started becoming more of a problem after Uncle Ben's passing and the whole Spider-man thing which can only be expected really. Now the two of them where surviving on only one income. Peter had offered to get a weekend job to take some of the pressure off his Aunt but she was strongly against it. Peter remembered what she had said when he insisted further.

"You should be forcing on your education not wiping tables at some grubby cafe".

Peter smiled thinking about her stubbornness that seemed to be genetically ingrained into their family (including himself, Of course). He had been disappointed at her decision but he was also kind of relieved. He was already sleeping only an average of four hours a night and weekends (especially Saturday) had become his only chance to get back some precious hours of rest...that and caught up on homework.

He stopped at a zebra crossing. Peter had walked out of the busier part of the City now, so there wasn't as much traffic...or commuters for that matter. His Spidey senses went off again. He looked around and thoughts of dangers entered his mind. Is there about to be accident? Has someone stepped off the pavement? Is someone speeding? All these thoughts rushed through his head as he looked around puzzled. But there was nothing...again.

Peter cursed under his breath. "What the hell brain?!" The green man appeared and Peter crossed. His spidey senses were still bugging him (no pun intended).

It had done this a couple of times before. First time was on the day of this really big English exam but he had just guessed it was acting that way because of his nerves and it had gone before he had even finished the exam. The other time had been on his way home from school one day but that was probably because Flash and his buddies were chasing him. But today there was no exam and nobody following him. He knew that much from all the times he checked over his shoulder.

Peter felt his jeans pocket vibrate. The shock almost gave him a heart attack before he remembered that phones sometimes do that and it usual meant that someone wanted to contact him. He took the phone from his pocket and answered. "Hello?"

"Peter?" Peter relaxed slightly at the sound of Gwen's voice. "...Are you okay?"

"Yeah...Why wouldn't I be?" Peter knew the answer to that question. His spidey senses were probably affecting his voice and making it sound...panicked.

Gwen paused slightly before continuing "Well maybe because there is ten minutes until school starts and you're not here". Peter froze, quickly looked down at his wrist. She wasn't kidding. It was 10 to 9am. Gwen spoke again. "You do remember what Miss Jason said yesterd..."

Peter hung up the phone and started running. He knew Gwen would probably kill him later but right now the thing that matter the most was getting to school. He slapped his hand to his fore head. No wonder his senses were going crazy they were probably telling him to hurry the hell up. What a day to leave the skateboard at home.

He was 15 minutes away if he used his abilities and 40 if he didn't. If he was late again Miss Jason was almost definitely going to send him to Principal Hossack's office and he almost definitely didn't want to spend the first period being yelled at by that arrogant ball of lard.

Peter decided that if he used his "abilities" just a little bit and used some of the back alleys to his advantage he might just be able to get there within 15 minutes. 5 minutes late but Miss Jason was usually busy talking to other teachers for the first 5 minutes anyway so he could easily just sneak in.

Peter quickly ran down one of the back alleys and then another. He glanced at his watch. 8:55. He was almost there. He turned suddenly down another alley. His hip hurt slightly at the sudden movement. Gwen had sown the stab wound up perfectly on Monday night and it was just about healed but it still hurt slightly.

A few street and hidden alleys later and the Midtown science high building was in his sights. He slowed down his pace to something humanly possible and made his way to the front door, once inside he hurried to his classroom and opened the door.

Miss Jason stood in front of him. Frowning.

"Mister Parker are you aware of what time it is? She said loud enough for the rest of the class to hear. They all looked up from their desks. Gwen (who looked amused and disappointed at the same time), Flash (who just looked downright scary), everyone was staring at him. It was at this point that Peter realized that he hadn't checked his watch in a while. He slowly looked at it. 9:04. Well at least he was earlier than he thought he would be.

"M...Miss I can explain, you see I...I..." He stuttered before being cut off.

"Good because you can go explain it to Principal Hossack" She pointed out the door.

"But I..." Peter tried to say.

"Go!" Miss Jason ordered sternly. One or two giggles echoed from the mostly silent class, drawing Peter's attention. He sighed and slowly turned out the room. The door closed and a mixture of laughter and whisper erupted from it.

Peter walked slowly down the corridor. His head down. He could help but feel sorry for himself. He knew that the Principal was not going to be pleased to see him for the third time this month. Twice now because of lateness and once because a teacher had found Flash trying to beat him to death. Bloody Flash. Peter was probably going to have to deal with him later judging by the way he was looking at him...and also by the fact that Flash tried to make him fall off his board yesterday and hurt both of them in the process.

He looked up to see that he was nearing the door labeled Main office. He moaned and gently (so as not to dent it and/or hurt himself) hit his head on a nearby locker. He could tell that today wasn't going to be good.

Suddenly his spidey senses went off again. Peter span round. The corridor was empty. He looked around confused. His senses just alerted him to something seriously dangerous but there was nothing. There was something about today that Pete just could not shake.

He walked into the main office and was surprised to see the principal's door was closed. He could see through the glass wall that he was there but he was talking to someone who was just out view. It was odd for someone to be called to his office this early but Peter just guessed that there wasn't exactly a right time to get in trouble. He went to go open it but the receptionist stopped him and waved him over to her desk. Peter walked over to her.

"Principal Hossack is in a very important meeting right now, can I help you?" She whispered.

"Oh ok...well...Um...I was sent up by Miss Jason for being late so..." Peter said pointing his thumb toward the door he had just came through and smiled slightly.

She sighed with a small smile on her face. "Only this once Mister Parker" she said as she wrote something on a pink piece of paper. She passed it to Peter.

"Thank you" He whispered before walking speedily out of the room. He grinned as he started walking back to his classroom. Maybe today won't as bad as he thought.

Two Weeks Earlier

Dr. Bruce Banner sat in the lab wondering what the hell he was thinking when he agreed to move into Stark Tower as rock music thumped through the entire room. Tony wasn't even on the same floor as him and yet he was still managing to get on his nerves. He was a nice enough (if not slightly self-obsessed) host and housemate, and when they got down to science he was actually pleasant to be around. Bruce just wished he would be just a little less self-centered. The music stopped and Bruce sighed in relief. Maybe he could now finish the research project he had been working on all week.

Then the music started again. Bruce took off his glasses and pinched the bridge of his nose. This project was going to have to wait. Bruce stood up calmly, pushed his chair in and headed for the elevator. "What floor would you like Master Banner?" JARVIS asked politely.

"102" Bruce said loudly as he put his hands over his ears. The doors closed. The only thought going through his head was a simple question. How does Tony still have eardrums? The elevator moved upwards and away from the noise. Bruce let his hands fall to his sides and breathed deeply. The elevator stopped and the doors opened.

Bruce walked into what Tony called the family room but Bruce and Steve preferred to refer to it as the Main room. There was a large kitchen, dining table, sitting area and bar on this level.

Tony didn't do things by halves. After the Battle of New York as the media had called it, Tony had Stark Tower almost completely rebuilt. Which surprisingly only took 4 months of work. It was now 30 floors taller than it had been previously and Tony had given a floor to each member of the team. Even though Thor was still in Asgard, and Natasha and Clint had spent most of their time at the SHIELD Helicarrier. They had visited once or twice to inspect the improvements (and their floors) but had been called to duty both times. Bruce moved further into the room and spotted Cap sitting on the large black curved sofa reading the paper.

"What on earth is Tony doing down there?" Cap asked with slight discomfort in his voice. His super hearing could on occasion be more of a curse than a gift.

"Working on his suits I think" Bruce said as he looked at the elevator and back. "How was your run?"

"Ok" Steve said as his glaze fell back to his paper. "I left the science section on the table"

"Thanks" Bruce said rubbing his hands together as he headed over to the table to grab it and returned to sit on a seat opposite to the one Cap was on. They sat in silence as both concentrated on what they were reading. Cap had returned to New York about 4 months ago after having spent a similar amount of time travelling America looking for old friends. Tony had insisted that he stay at the tower and seeing as Steve had no real job...he couldn't exactly refuse.

Although Bruce was betting that Steve was now wishing he had. The elevator pinged open and out walked Pepper, holding a stack of paper in one arm. She walked toward the two quiet readers who looked up at her.

"Do you know where Tony is? He isn't picking up his phone?" She looked determined and a bit annoyed.

"I'm not surprised." Steve said raising his eyebrows "Didn't you hear the music on your way up?"

"Yes but JARVIS should have told him I was trying to contact him" She said putting the stack of paper on the dining table.

"Sorry to interrupt..." JARVIS said. "But I fear Master Stark could not hear over his music when I tried to inform him of said information". Pepper sighed deeply and then walked back to the sitting area.

"JARVIS cut off his music and play sound 514 from the Stark Tech Database. When he stops working inform him that I'm home and I want a word with him." She said calmly with a devious smile as she kicked off her two inch heels and sat in an armchair.

"Right away" JARVIS replied

The two men looked at each other and then back at her. "Do we want to know?" Bruce asked. At that moment the elevator opened and Tony stepped out rubbing his hands with an oil covered cloth.

"Seriously..." Tony said with an unimpressed look on his face as he stared at Pepper. "With everything that happened in the past few months and you choose that" Tony walked over to the bar and poured himself a drink.

"What was it?" Steve asked curiously.

Pepper went to answer but Tony beat her to it. "A dinosaur rawr...It scared the living daylights out of me" The other three smiled at each other and Tony sipped his drink. "What is this word you wanted then?"

"We'll be getting a call soon" Pepper said. All three men looked at her.

"How do you know?" Steve asked folding his newspaper up and putting it on the coffee table.

"I was called at work and was told to make sure Tony would be available" Pepper explained looking very devious as Tony rolled his eyes.

"So you dragged me away from my suits so I could talk to Fury" Tony said sitting on the arm of Pepper's chair.

"I didn't say it was Fury" She corrected looking at him. Her devious expression being replaced with a confused one.

"Oh please..." Tony said sipping his drinking again. "...who else calls to announce that they are going to call?"

"Sir...Director Fury is on the phone" JARVIS said and Tony grinned from ear to ear. He loves it when he's right.

"Put him on" Tony said putting his glass on the coffee table. "Fury...what's up?"

"I've got an assignment for you Stark" Fury's serious voice filled the room as if there were four of him talking in unison from every corner of the room. "I've sent the details over"

Tony got up. "Oh goody!" He said sarcastically while walking over to the big control console behind Bruce's seat. The others all turned to look at it. "What's this all about" Tony asked as he started to key in his password. "If you don't mind me asking"

"Do you remember that incident that happened 5 months back?" Fury asked.

"Pretty hard to forget considering it interrupted the tower's construction...and turned a bunch of people into giant reptiles" Tony said as he searched through his systems for the information. "What about it?"

"SHIELD needs you to find the man who saved those people". Fury said. "The media have been calling him Spider-man"

Tony flicked his fingers projecting all the information from the file. The holographic display showed News footage of the masked vigilante as well as information on and also information on the incident in general. Bruce and Steve got up to get a closer look and Pepper knelt on the seat Bruce had been sitting on. "Ah yes...Spider-man...the reason I had to stop in Nebraska and head home...not that I'm complaining"

"Why does SHIELD want this guy?...I mean...he's a vigilante?" Steve asked starring at a video that was recorded on some kind of mobile device.

"A vigilante who saved New York from a Mutated scientist" Fury corrected.

Bruce nodded looking at the file. "Dr. Curt Connors...an Oscorp scientist who specialized in cross-species genetics"

"I sent Barton and Romanov to go see him in one of SHIELD's detention facilities...see if they can get any information from him about this Spider-man" Fury informed them. "They should be with you by tomorrow morning at the latest to help with your investigation"

There was a moment of silence. "Wow!...you don't have much info on this guy" Tony said while shuffling through a bunch of documents. "Slim build and brown hair...What? No height? No age?" Tony questioned.

"Eyewitness statements from a few police officers..." Fury started to explain "They managed to surround the guy during the Lizard incident...It was all they could remember before he knock them unconscious". There was another moment of silence "So Stark you in?"

Tony put his hand to his chin and looked at his friend who looked back at him. "Depends..." Tony said lowering his hand. "What does SHIELD want with this guy?"

"He is a potential threat...Just like you Stark" Fury started to explain. "...we need to access if he's an ally or not" There was silence as the three men exchanged glances. "So I'll ask again...Are you up for the task?"

"Of course! But on one condition" Tony said smiling as he lent against the seat back behind him. "We get first dibbs" He crossed his arms

"Stark..." Fury said in a slightly amused tone. They all stared at the console. All thinking the same thing. Is Fury smiling? "You read my mind" Bruce and Steve looked at each other and then back at the console. Was Fury agreeing with Tony? That was even more unheard of than Fury smiling. "Call me when you get something" The call ended.

"Well that was...interesting" Bruce stated his gaze wondering from person to person before it returned the display of information.

AN: Thanks for reading! Please give a review telling me what you think and if you want more. :)