Author's Notes: I do not own Spider-Man or the Avengers. All characters and respective media belongs to Marvel Comics, with Marvel Studios and Sony Pictures sharing the movie rights to Spider-Man. I only own the story. Plot takes place post Avengers Age of Ultron and post The Amazing Spider-Man 2. On a side note, congratulations to Tom Holland for being the new Spider-Man, and best of luck to Andrew Garfield in the near future.

Wanda Maximoff, newly inducted Avenger now going by the hero name of Scarlet Witch, didn't know what to think of the latest recruit Spider-Man. Being a native to the Eastern European country of Sokovia all her life, Wanda's knowledge on New York City and its heroes is very limited, with the exception of the Chitauri Invasion and some reports of attacks from the Lizard that occurred shortly after the battle of New York three years ago.

It took a lot of convincing for the wall crawler to join the team, with the hero insisting that he works better solo. Though, after weeks of run-ins with the new Avengers team, Spider-Man finally agreed, joining them and to train in their new base in Upstate New York. With Thor gone to Asgard, Stark and Barton retired, and Banner vanished to places unknown, the Avengers needed as many enhanced people as they could to continue keeping the Earth a safe place.

It's been two weeks since Spider-Man became an Avenger, as Wanda observed his behavior interacting with the others. It was a shame that Stark left because Wanda was sure he would like the webslinger. He would crack jokes left and right, he was capable of scientific discussions with the Vision, and he was able of sparring with Captain America and Black Widow, the two senior members of the Avengers. Under that mask, Wanda knew he couldn't be that much older than her, maybe he was younger, but despite his apparent youth, she know understood why Spider-Man is considered to be amazing.

Every strike, every kick, every feigned attack, was countered almost immediately by the wall crawler, avoiding attacks at the nick of time before countering with assaults on his own, making it seems like he knew they were coming. He was flexible as Romanoff, matching and even surpassing her agility, and was capable of meeting Rogers head on in terms of strength, despite his thin and lanky appearance. And he would do that with a smug assurance in his voice, confident in his abilities. As much as she refused to admit it, he really did remind her of Pietro.

Pietro. At the very thought of her brother almost brought tears to the heroine's eyes. It's been three months since his death at Ultron's hands, and the pain is still there as though it just happened. To have someone be at your side since birth, to go through the same pain and hell you've been through, to always be together, and then… it's suddenly gone. The feeling is indescribable, pain doesn't even come close to what she feels every day. Steve is kind enough to talk to her, the captain helping Wanda to cope with her loss, but the pain still lingers, like a sickness that won't go away.

Wanda was so caught up with her thoughts, she didn't notice Spider-Man walking towards her, bumping into him as the two stumbled to the floor. Wide-eyed, she began apologizing. "I-I am so sorry. I did not mean to…" Wanda started, feeling angry at herself for not paying attention.

The wall crawler laughed good-naturedly. "It's no problem. Do you know how many times I bump into people when I'm not looking? Like… a lot. Like, 'getting-detention-for-accidently-cruizing-through-the-hallway-on-my-skateboard-and-spilling-hot-coffee-on-the-assistant-principal' lot." Spider-Man quickly rambled before picking himself back up and stretched out his gloved hand for Wanda.

The sorceress accepted his offer as he helped the scarlet-clad witch up on her feet. "Thank you." Wanda appreciated before attempting to walk away, wiping off residual tears from her eyes with her left hand as she looked away, hoping he wouldn't notice but to no avail.

"Hey, you okay?" Spider-Man asked, concern evident in his voice as Wanda turned to see the massive, white lenses on his mask stare back at her.

"I'm fine, Spider-Man. There has been a lot on my mind and…" Wanda paused, not wanting to share any further with the newly recent member of the team. "Thank you for your concern, but nothing is troubling me." The heroine insisted, hoping the webslinger would take her word as she attempted to walk further.

Before Wanda knew what happened, a strong grip held her in place and turned her around, once again staring at the wide, bug-eyed lenses of Spider-Man's mask. "I know I'm the new guy who just joined the Super Friends, but I'm not that stupid. You're in pain, and no one thinks they understand what you're going through." The wall crawler reasoned, as Wanda noticed how quickly his tone changed from jovial to serious almost instantly.

Wanda pulled her wrist from his grip and sent a small glare his way, starting to be annoyed at the other hero's insistence to not leave her alone. "You think you know pain?" She questioned before scoffing. "How would you know? You have confidence fighting thugs and knowledge on science, but under that mask you are a child. You do not know my life, the sacrifices I made..." She paused, remembering losing her parents at a young age and the recent death of her brother. Taking a pause, she took a moment to compose herself before continuing. "How can you understand what my pain is, what I went through to be here today, if you know nothing about me?" She questioned, her tone harsh and that it hoped to silence Spider-Man from his insistent babbling.

Instead, Wanda's response was not what she expected as Spider-Man gave a quiet chuckle. "Well, that's why I'm here. Yeah, you're right, I don't know that much about you. I'm the new kid… well, technically you're also the new kid, but I'm the newer kid. Wait... getting off topic but anyway, isn't this the whole point of being a team? That we know who we are so the next time aliens come out of the sky or a reject from Terminator tries to wipe us out, we have someone who we trust on our side?" The webslinger inquired, as Wanda's anger slowly died down to his words. "Well, considering that most of the other Avengers have been wanting me to join their team for years now, let's start with introductions." The wall crawler began before removing his mask. "Hi, I'm Peter Parker, freelance photographer and your residential, friendly, neighborhood Spider-Man." He introduced, stretching out his hand for a shake.

Wanda's emerald eyes widen at Peter's maskless face. Much to her confirmation, he was young, though a little older than a standard teenager. Fair skin, deep brown eyes, messy and tangled hair that defied gravity, added to his youthful appearance, though Wanda knew behind his polite smile and jovial nature, there was truth to Peter's claims. In those brown eyes, Wanda could see hidden pain, and something that haunts him as bad as Pietro's death affects her. She was tempted to use her powers to find out what, but after what happened with Ultron, she promised to never use her mind manipulation on her allies again.

Realizing she was staring, Wanda broke out of her musings and shook Peter's hand. "My name is Wanda Maximoff, but I am known as the Scarlet Witch." Wanda introduced as Peter resumed his smile, glad things were going in the right direction. "I did not know what you looked like under that mask." Wanda added, causing Peter to grin.

"Let me guess. You expected a hairy freak with two more eyes? Yeah, I'm not completely a spider, sorry to disappoint. I know I was." Peter said, as Wanda couldn't help but grin slightly at his remark. He was funny, she'll give him that.

With the air between them more confortable, their handshake ended, though Peter's smile began to lessen. "Are you sure you're okay? You can talk to me, you know." The arachnoid asked, genuine concern evident in his voice.

Wanda contemplated Peter's request. Should she confide in him? Although he joined the team in less than a month and introduced who he was literally seconds ago, it astounded Wanda at how willing he wanted her to trust him. Out of the many heroes in the world, the public didn't who Spider-Man is, the man behind the mask. And to reveal his identity to someone he barely knew because she was in pain, really moved her. Maybe there is something to him more than jokes after all.

The sorceress sighed, her emerald eyes meeting his chocolate brown ones, a silent trust made between the two. "Fine, but don't take what I say in a joking matter." Wanda requested sternly as Peter nodded, being completely serious. Wanda exhaled again before talking, finally getting her turmoil off her chest. "It's… It's about my brother." She began, before looking down to suppress any sadness that might break her composure.

"Pietro, right?" Peter asked, causing Wanda to lift her head up at his name. "Yeah, Cap mentioned about him. What happened?"

Wanda clenched her hand tightly, balling her fist to remain strong. She had to be. "In Sokovia, Pietro…" Wanda paused, choking back a sob. "Saved Barton's life from Ultron. Although, he was not fast enough to get away." The sentence ended almost in a whisper, remembering that feeling as though her heart was ripped open from her chest. It was short, though Wanda didn't want to expand upon the details. Her brother's wounds were written down on the autopsy.

For a while, Peter didn't say a word, being uncharacteristically quiet before speaking up. "I'm sorry." His response was genuine as the air became filled with melancholy.

A lone tear slides down Wanda's right cheek as she continued. "Even when I had nothing, I had Pietro." She whispered. "Do you know what it is like? To have someone at your side all your life, only to have it ripped apart? And now, you are all alone?" Wanda asked, wondering if Peter had an answer.

Peter gave a sad smile in return. "Yeah, I know pain. My whole life's been a glutton for punishment. And when you do lose someone, it stays… and it hurts." Peter trailed off, as the feeling of painful memories threaten to pierce his jovial mask. Suddenly, Peter had an idea, snapping back to attention. "Hey, you can look into peoples minds, right?" The arachnoid asked, which Wanda nodded. "Alright, you can look in my head." Peter said as Wanda widened her eyes at his request.

"What? No, I can not, it is an invasion of your privacy." Wanda reasoned, promising to never invade her allies' minds again.

Peter continued. "Honestly, I can go all day why my life sucks, but it's better to show you. Trust me, you'll be surprised." The hero replied, preparing himself as Wanda cautiously raised her hands.

"Why do you trust me, Peter?" Wanda asked, calling his name for the first time. "Why do you want me to do this?"

Peter gave an assuring smile in response. "Because we're a team… and you're my friend. And I want you to know that you're not alone on this." His reasoning was straightforward, and for the first time in a long while, Wanda actually smiled.

"Thank you, Peter." Wanda replied sincerely, feeling her energy coarse through her fingers. "I promise this will not hurt." Wanda added as crimson mist connected to Peter's eyes, allowing Wanda to see into his mind.

She heard crying, a gunshot, a sickening cackle, among blurs of images that speed past her before a deep, reptilian voice boomed. "Poor Peter Parker." The voice spoke in a condescending tone. "No father, no mother…"

The sight of an older couple saying their goodbyes to a young boy appears, tearfully saying their final farewells before disappearing into the rain.

"No uncle…" The voice continued as she sees an older man on the pavement in a street, bleeding out as she hears Peter's desperate cries for help turn into helpless sobs.

"All alone." The voice finished before the sight of a pretty, blonde girl came into focus. She was smart, funny, hearing Peter having the time of his life with her. He liked her, no, he loved her. However, the girl's lifeless body is seen on the floor, rusty gears clinking in the background as Peter's hands trace her delicate face.

"Gwen? Hey…breathe, hey... hey, you're okay." She heard Peter whisper before sobs are heard as he continued. "Stay with me, stay with me. You stay with me. Gwen? Gwen?!" Suddenly, more sobs are heard as Peter's voice got more desperate. "No! Please! Please…" His voice died down as all Wanda heard was Peter crying in despair, losing another person he held dear to his heart.

Wanda gasped as she returned to reality, staring at Peter's now wettened eyes. With her right hand, Wanda placed it softly on his cheek. "You poor boy." She whispered softly, finally understanding his pain. "How? How can you continue to be a hero with all the dread you carry on your shoulders?" Wanda asked.

Peter gave a small smile. "For a while, I actually quit being the hero. Losing Gwen… was the final straw." He explained as he lowered Wanda's hand from his face. "But then, she reminded me of what we had. All the times we laughed, cried, loved each other, that's what drove me forward to be back. Gwen, my uncle, my parents… they're gone, but they're not forgotten. All the memories I had with them, I see everyday to drive me forward. To make a difference. To be a hero. To be Spider-Man." Peter explained, a proud smile on his face.

"Losing your brother, someone close to you, it's never easy. But, we all lost something to be heroes. Cap's in a new century, I hear Widow and Doctor Banner didn't work out, doing the right thing is a sacrifice. You can remember the loss of him, or you can turn that emotion into something more. Remember all the good times, the bad times, you had with Pietro, so we do our best as heroes to never let the pain happen again to anyone else." Peter concluded as Wanda stared at the young hero.

Peter, who experienced such loss and continuing forward, is one of the noblest people Wanda met. On appearance, Peter gave the guise of a jokester, but as Wanda found out, he was something else entirely. Kind, sympathetic, understanding, and so full of will, are just few words Wanda would describe her new upmost respect for him. Peter was right, Pietro may be gone, but his memory will stay with her as long as she lives, as well as her parents who died when she was a child. Wanda felt herself free of her grief, and before Peter could respond, hugged him tightly, her head resting on his shoulder.

"Thank you Peter. Thank you for being my friend." She whispered as the webslinger smiled, hugging back.

"You're welcome, Wanda. Just remember, you're not alone on this. You have friends now, promise." Peter replied as Wanda ended their quick hug, both heroes having smiles on their faces. "How about this? After training, do you want to go to the Big Apple? The city has one of the finest pizzas you'll ever taste, trust me it's like Heaven. My treat." Peter offered as Wanda, for the first time that seemed like an eternity, smiled at his request.

"Yes, I would like that." She replied as the two walk back to the practice room. As Peter babbled on explaining the superiority of pepperoni to anchovies, Wanda's thoughts were elsewhere, inspired by Peter's words and remembering all the memories she had with her brother. All the times they laughed, cried, and fought together. It gave Wanda a sense of pride that Pietro became a hero, and that she would continue his legacy by becoming one herself, with her new friends by her side.

On this day, Wanda did not feel anger, pain, or sadness. Instead she felt... happy.