AN: Man, this plot bunny has been bouncing around in my head for a while now. The idea for this story came to me in a dream, which is strange, because by then, I had never seen any of the X-Men movies, and only knew who a few people were and a vague idea as to what powers they had. I know I need to work on SoH, but I couldn't get this out of my head, trust me, but as I got the Muse for this story, my other Muse for SoH decided to run away. I constantly think about needing to update, but I just can't cooperate with my head. Also AP History and Marching Band are bitches.

Peter shifted his feet, feeling a bit uncomfortable. I felt odd to finally be working with the whole Avengers team, and he felt slightly unqualified. He knew that he could hold his own against them, but damn; they were intimidating sometimes. This was his twelfth official mission with them, not that he was counting or anything, and he was starting to get used to it all. When the Avengers had first seen Peter at the compound, they were all convinced that he was Mr Stark's illegitimate son. It took him, Mr Stark, Aunt May, and an parential test to convince them all otherwise, (Clint was very sure of it).

Anyways, here they were on the Quinjet, zooming off to some remote warehouse in Upstate New York to take care of the villain of the week. There were 'signs of disturbance' or what ever term Captain America was using this time, and they had pinpointed it all here. They suspected that whoever it turned out to be would only be here for a short time, so they had to move as quickly as possible to catch them. Hence the Quinjet.

Currenly, they were going over the plan of attack, which to Mr Stark's dismay wasn't simply to attack. They were to send in Iron Man, Black Widow, and Thor in first, with Hawkeye in the rafters watching their backs, so that they could gauge the enemy, then he, Captain America, and the Hulk would come in from the back. This was the first mission where he and Mr Stark weren't right next to each other for the majority of the battle, hence the nerves. He's be fine, he always was, but still.

They had only gone over the plan about six times before they were approaching the building, to which Mr Rogers said, "Get ready, and don't forget the plan."

Mr Stark saluted, "Wouldn't think of it, Capsicle."

They landed about half a mile away, so that the Quinjet wouldn't give away their possition. Turning on ther comms, they went their separate ways on radio silence. Soon enough the warehouse came into view and they had arrived at their point, waiting for Iron Man to give the code word. They heard an echoing blast from farther away, and Iron Man said, "I'm in."

A few seconds or so later, they heard him again, "Found 'em... Shit."

Rushing in, they heard sounds of a battle, and Captain America asked, "What? Who is it?"

Breathing quickly, Iron Man responded, "This will be a bit more difficult than we might have thought it would be, the perp is Magneto."

Peter cursed in his head. He had heard about this guy. He had some sort of agenda against, well, everyone. He wasn't very sure about what exactly it was, just that everyone always said how everyone on his team was born with some kind of super power and that everyone who had those kinds of powers were dangerous. He didn't know much about how having super powers made you dangerous, but he did know that if he was going wrong with his powers, then he shouldn't be left alone.

He felt that it wasn't really fair for the people born with the powers, though (Mutants, I think they're called). He had his own powers too, he just wasn't born with them. It didn't seem fair to be thought of badly just because you have a trait that you had no controle of getting. Mr Stark thought that it was because of their potential to be dangrous that made people fear them, making it wise to know who's a mutant and who's not, but they agreed to disagree.

The one they were against was apparently the worst of the worst. The Loki of Mutants. Peter voiced his worries, "Guys, do you think that we should stand down? I heard that this guy is dangerous."

"You can stand down if you want kid, but I'm not leaving them in there alone." Captain America's stride never faltering. Made made up, Peter followed him through the hallway, the Hulk in between them both. It took only a few seconds for them to get to the main room, but it felt like forever with the adrenaline coursing through them.

There was a man floating in the middle of the room dressed in red and purple armor. Iron Man was being thrown around like a rag doll and didn't seem able to move on his own, Black Widow was hiding behind a lump of rubble and her guns were across the room from her, Hawkeye was no where to be seen, but there were arrows floating in the air angled away from one of the corners of the room.

Thor threw his hammer at the man, who raised hihs had to it. Unlike the rest of the metal in the room, the hammer made contact. Loosing concentration, everying fell to the ground. Captain America and Peter ran to Iron Man. "Man, that hurt."

While Captain America helped lift him to his feet the Black Widow joined them, and now noticeably batterred with a broken wrist. Captain America apraised them both, "Okay, Nat, I need you to help Tony back to the Quinjet."

Iron Man made to protest, "No Tony. You can't fight him in your suit, and you can't fight him without it. Besides, neither you nor Natasha are in any shape to fight. Now go." When they hesitated he added, "That's an order."

Taking hold of Iron Man under his arm, Black Widow led them outside before Magneto changed his attention. Surprising both him and Captian America, the older man was holding his own against them. Dodging through the air, pulling peices of metal from the bulding around them and scattered on the floor to divert and attack Thor and the Hulk simultaneously, with few injuries compared to his adversaries. Juping into the fight, Captain America threw his shield to the man's back, seeing an opening.

At the flick of a finger, however, the shield changed it's course and embedded itself into a wall. Peter swung around the air, dodging various obsticals and shooting webs at Magneto, extrordinarily grateful not have used any metals when creating his webbing. Hulk and Thor were getting increasingly frustrated, both of their attacks being halted by large blocks of metal that kept coming back together no matter how many times they were broken apart, all the while being hit with pieces ranging from the sizes of motorcycles to bullets, most of them sharp.

Moments passed like hours, and the building was being torn apart piece by piece. After being hit by a redirected arrow, Captain America took notice of the building around him, shaking and looking as though it was going to collapse at any moment. "Team! We need to retreat! The warehouse could fall at any moment!"

The building began to fall, large segments falling from the ceiling, creating gaping holes revealing the sky. "Hulk, get Hawkeye out of here; Thor, give me a lift; Spider-Man, swing out of here! We'll rendezvous at the Quinjet!"

The team answered in affermative then flurried into action. Hulk lept up to the rafters as Hawkeye jumped down, Thor flying towards Captain America then flying out. Peter attatched his webs to the more secure parts of the ceiling and yanked himself up, using multiple strings to gain speed. Swinging around falling debris, Peter landed on the roof. About to web a tree, the ground beneath him gave way. Panicing, he aimed a shot upwards, forgeting that nothing was above him. He shot a web to the side of the roof, but a piece of rock collided with it, flinging him downwards.

Spinning midair to dodge falling debris, his mask was ripped off, taking his outside communication with it. Landing on a chunk of rock, he looked around, seeing neither his mask nor a way out. Peter jumped off the boulder, barely dodging a portion of the ceiling.

As he landed a metal rod broke away from a piece of cement, gashing his arm and causing him to tumble to the ground. Lying face down, something huge and heavy landed on his legs, jamming them in place. Crying out, Peter tried to turn around, get up, move, anything, but whatever was on his legs only gave his upper body a few inches of leeway. Doing the only thing any sane kid in his position would do, Peter yelled and shouted, "Help! Someone, please! I'm trapped!"

Hearing only the crumbling building around him, Peter let out a sob and his voice cracked, "Help me, please! Anyone!"

This was so much like that night with the Vulture, but so much worse at the same time. Just like last time no one was coming, but unlike last time, he couldn't get out himself. Everyone had already got out. Mr Stark was right, he shouldn't be out here, fighting villains. I wasn't smart enough, wasn't old enough. And now he'd gone and gotten himself stuck again. At least all of the important Avengers had gotten out, he hoped that Mr Stark was alright, he looked pretty shaken up. So did the rest of them.

Peter heard a resounding crack from about him, then everything went black.

AN: I hope it was alright, I've never done a fight scene before.

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