I do not own Spiderman or the Avengers.

Spiderman landed upside down on the warehouse wall. What was it with warehouses? Did all villains share an obsession with the buildings or was it just his? He peered in through the window; there by a computer was none other than Doctor Octopus. Spiderman had heard a rumor that the man was building a teleport, which was the last thing the superhero needed. It looked like the Doctor was almost finished; he was holding a circular metal device and was turning a dial on it.

'Well time to make my entrance," Spiderman thought.

He opened the window, swung in and grabbed the teleport right out of the other man's hands.

"You should share your toys Doc," he chided him.

The hero investigated the device in his hands with interest. It was complicated and looked like a lot of work had gone into making it.

"Well color me impressed, you did a good job with this, too bad you won't get to use it."

His head jerked up when he heard the larger man start to laugh.

"Oh I never planned on using it Spiderman. It's a gift for you."

Doc Ock hit a button on his computer and Spiderman felt the whole world whirl around him. His eyes closed on instinct as he fought the urge to vomit. Once the world had stopped spinning he opened his eyes again. The device turned to ash in his hands and he stumbled back a step until he hit a wall. He spent a minute vainly trying not to regurgitate his lunch. Once the urge had passed he glanced around his surroundings warily; what he saw made him smile in relief. So much for the teleport, all it had managed to do was send him to the other side of the city. The young man recognised the ally since he knew New York like the back of his hand.

He wanted to head back to give the good doctor a piece of his mind, but something stopped him. There was a vague sense that something wasn't right, not quite his spider sense but he decided to be on the cautious side anway. He stepped further into the ally and took out the bag he kept tied to his suit. He always made sure to have his camera, clothes, some money, and extra web cartridges in case of moments like this. Peter quickly pulled his clothes on over the suit and put the mask back in the bag before heading out into the street.

Almost immediately he could see that he wasn't in the same New York after all. The giant tower with an A on it, that had replaced the Oscorp building, drove the point home nicely. Peter quietly moved to get a look at a newspaper. The date was the same, but the main story was about some alien invasion, which he was sure he would have noticed if it had happened.

'Alternate dimension?' he though worriedly.

Well first things first: information. He headed off towards the public library and was relieved to see that the city still had the same layout. That would make it easier to move about; all the traffic and police cams were in the same places too. He aimed a shy smile at the librarian and headed towards a free computer. He wasn't sure why but he found it hard to talk to people without his mask.

The first thing he typed in was "Alien Invasion". Peter released a low whistle at the result; those were some ugly aliens. He went through the article and discovered some superhero team called the Avengers. Intrigued he searched for more information on them.

Captain America, Iron Man, the Hulk, Thor, Hawkeye, and Black Widow; staring at them he realised absently that they were all gorgeous. Sure some of them were older but they all made him lick his lips self-consciously. He hadn't dated since Gwen; time had only slightly dulled the pain of her death. There was a little part of him that, staring at the superheroes on the screen, whispered that he wouldn't have to protect them, wouldn't need to worry about failing them. It wouldn't matter though he told himself firmly. He would not be meeting them, and would never have the chance to; it was probably best not to bother them with a second rate vigilante like himself anyways. Besides a little kid would be all they would see when looking at him. Peter couldn't tell if the spider DNA had halted his aging or just slowed it down, he really hoped it was the second option. Either way he was 21 and still looked 17. Not exactly someone you wanted to get in a relationship with.

Suddenly he realised that he had been staring at their faces for several minutes, their unmasked faces. Numbly he went on to read the article. The whole world knew who these heroes really were. Peter couldn't imagine it. He had always had this tiny desire to be known about, but there was no way he could ever do it; even in this world where no one knew him could he imagine telling people.

Tony Stark was Iron Man; billionaire and a genius. Peter's fingers itched to examine the Iron Man suit. He could tell that it was highly technologically advanced; what was the glowing circle though? Possibly a power source?

Bruce Banner was the Hulk. He had to be pretty awesome to have a definite article in front of his name. Another genius, though Peter hoped he never had to run into the man's alter ego. He had the feeling that it wouldn't be pretty. If only he could talk to these two men about science, he could die happy.

Thor, a God. Peter knew the myths and legends from Viking lore of course, but he was reasonable sure they didn't exist in his world. Again his fingers were itching to look at Thor's hammer, the weapon that is, not the appendage.

Steve Rogers was Captain America. Steve was the hero that Peter felt the most similar to, power wise that was; his and Bruce's origin stories were closer, with both being an accident. Captain America's abilities seemed to be quite a bit like Spiderman's though. They were both stronger and faster than normal men. Both having more endurance, Spiderman appeared to be more flexible though.

To his interest Peter could find nothing on Black Widow or Hawkeye. Their real names were not available and he could find no background information on either of them. He did notice the symbol on both of their suits, looking it up; he found that it was the logo for SHIELD: Strategic Homeland Intervention, Enforcement and Logistics Division. Well that cinched it, he would definitely be avoiding those heroes; Peter wanted nothing to do with a government agency. He turned his mind from the Avengers and started looking at the rest of the world. Their history was pretty much the same; same wars, presidents and money. There were some people here that weren't in his world though, and some people in his world that weren't here.

Their science was absolutely fascinating. Peter spent hours reading papers written by Bruce Banner and other geniuses. He hadn't realised how much time had passed until a librarian tapped his shoulder.

"We're closing sir."

Peter thanked her and headed out. Now he needed to figure out what to do; he needed to earn some money so he could get some technology. He wanted to figure out a way of getting home as soon as possible.

It was as he was walking down the street that he saw the glint in an ally, one that wasn't supposed to be there. He casually moved past the camera's sensors before finding a way up to perch in its blind spot. This camera didn't belong in the ally; it wasn't there in his universe. He examined it closely and found the Stark logo on it; looked like Tony Stark was keeping an eye on the city. Studying the camera gave him and idea and Peter sat on the wall indecisive. The streets were dark so he didn't have to worry about being seen and he could take the time to think.

On one hand it would be going against his ethics and not making waves policy, on the other hand it would make his life much easier. It was illegal for Tony to have these up anyways, invasion of privacy, he reasoned with himself. His mind made up he quickly opened the camera to look at it. The technology was complicated and beautiful. Peter carefully took the camera apart and then went to find someplace he could study it. Tomorrow he would see about exploring the rest of the city and making plans.

Up in the Avengers tower a blinking let came on.

"Sir, one of your cameras has been disabled."

xxxxx

AN: I hope you guys enjoy this chapter I had a lot of fun with it. I already have the second one half written out too. Do you guys think there should be romance in this? I am leaning towards Steve but I would appreciate your opinions. This takes place after the Avengers and after The Amazing Spiderman 2.