Peter was having a bad day. Like, really bad. If the four page essay he had due tomorrow wasn't good enough the world just had to get invaded by aliens too. And Aunt May was going to kill him if he wasn't home by eleven which, from the looks of it, wasn't going to happen.

"They just keep coming." He muttered, lurching to the left as sharp blast of blue shot by. The alien (a real honest-to-God alien) let loose a gut-wrenching shout, lurching forward, weapon ready. Peter's wrist shot out, slinging a line of web and pulling the creature close enough to land a blow. It staggered backwards, weapon sliding across the floor of the alley. One last hit and the thing was down, golden armor cracking on the cement. Peter winced, shaking and rubbing his aching hand.

He'd been at his computer when the invasion started, fingers furiously tapping at the keys as he worked on his essay. The assignment had been given to him a week ago and he had yet to start it, another benefit of his…after school activities. In the middle of typing the next sentence his phone buzzed, shaking right off his desk before Peter's reflexes snapped awake, his hand flashing out to catch it. Gwen called him. She told him to turn on the news, her words running together at the end in a frantic babble. He leapt down the stairs and flipped on the kitchen TV, fumbling with the remote and flipping channels until one of them caught his eye and he went back. There was a hole. A hole…in the sky. Strange creatures were pouring out of it, swimming through the air as though it were water, smaller creatures falling alongside them. It looked like something out of a Sci-fi movie but this was real, this was happening, and Peter had to do something. So he donned his suit and off he went.

Tony Stark and some costumed friends of his seemed to be taking care of the big stuff so Peter knocked off the small fries, herding civilians out of harm's way and avoiding the cops as much as possible. It seemed that they were still holding a bit of a grudge.

Peter leapt over the alien that had fallen at his feet, scaling another building and taking down the creatures perched along its surface as he went. On the rooftop he paused, staring out over the battlefield. New York was in shambles….or at least, a lot of it was. Buildings were crumbling, and those strange creatures were everywhere, like bees swarming a fallen hive. Overhead the hole still burned brightly, a black tunnel filled with stars in the middle of a blue sky. But that wasn't the only thing in the sky. The top of Stark tower glowed blue, a brilliant beam sparked upwards in a continuous burst and small ships zipped throughout the tangle of skyscrapers. Peter jumped back into the fray, diving off the building before swinging upwards in a graceful arch, webs shooting rapidly. For once he'd just like it if New York could, y'know, stay saved. For a day, maybe? Because no matter how curious he was about these aliens he wasn't exactly stoked to be enslaved by them. Speak of the devil.

"Holy-" Peter faltered mid-swing as one of the aliens, sitting aboard some strange ship, rounded the corner and nearly collided with him, dropping a string of clicking sounds and growls. Peter caught himself, arm snapping painfully as he swung, and the creature circled to follow him. Blue streaks shot past him before one well-aimed shot buried itself in Peter's back.

Everything stopped. Peter's eyes went wide and he gasped for air, choking sharply. He was falling, the ground rising up to swallow him. Falling falling falling hurts falling no-He shot out a stream of web that dragged him only a moment before he smashed to the ground, body rolling with the force. Peter let out a scream of agony, muscles clenched as he writhed in pain. His back was wet with blood, soaking through his suit in a blossom of crimson the almost, almost, blended in. His shoulder throbbed where he'd struck the ground and he was pretty sure some of his ribs were busted. What a day this was turning out to be. Slowly, jaw clenched, he managed to shift his knees against the ground, letting out a hiss as his probing fingers found the raw burn on his back. With a splatter of webbing he sealed it as best he could, craning his wrist in an effort to get a better angle.

"You all right, son?" a gloved hand reached down in offering, palm up. Peter blinked and took it gratefully, groaning as he pulled himself to his feet. He staggered slightly, hand grasping at a thick blue sleeve in panic. This was so going on his list of worst days ever.

"I'm fine." He assured, glancing up to thank…Peter's mouth fell open and he let go of the man's sleeve as though it had burned him. "Aren't you that comic book guy….? Captain America!" Peter remembered the time he found a box of old Captain America comics in the basement, dozens of old issues just collecting dust. They belonged to Uncle Ben at the time, and now the box sat on the shelf in Peter's closet.

The red-white-and-blue clad hero opened his mouth to speak when a blast behind him caught his attention and he spun into another fight. Three on one didn't seem very fair so, with a snap of web, Peter yanked one from the group and took him down, ribs throbbing all the while. And with that he was back in the fray, fighting back to back with Captain-freaking-America. Peter dodged left and right as more aliens joined the fray, sharp blasts soaring through the air like darts. They fought as though they'd known each other for years, covering each other's back and taking the creatures out one by one. A sharp scream tore at Peter's ears. Civilians. He and Captain America locked eyes and Peter grinned under his mask.

"Duty calls."

Captain America nodded and then Peter was off again, the bloody splotch on his back searing with pain that he promptly ignored. He did not save all of New York just to have it blown up by aliens. He swung low and snatched a woman out of the way of falling rubble, dropping her unceremoniously in the midst of a police barricade. Luckily, they seemed to be ignoring him, guns going wild as they fended the creatures off as best they could. Peter went along the line of aliens closing in on them, earning another sharp blast to his arm for his efforts.

"Oh man…" he hissed, dropping to the pavement and applying pressure just below his shoulder. Warm blood ran down his arm, soaking his suit and dripping in red tears to the ground.

"Man, do you know how much I paid for this thing?" He demanded, snapping upright again and shooting strings of web at an approaching creatures feet until it was cemented in place. "I had to save up for months!" His old suit was too badly damaged after the incident with Doctor Connors (Let's face it, it's pretty hard to stich up three humungous claw marks) and he just got this one. Irritated, He laid the alien out with a well-placed kick, faltering the landing and falling to his knees, arm clutched close to his side and teeth clenched in pain. His arm, his back, his ribs. Everything hurt but he wasn't done yet…

Except suddenly, he was. A burst of light shocked through the sky, and then with a crackling sound the hole in the sky was closing, stitching together like a healing wound, one small shape falling from it's mouth before the sky was completely clear. The creatures stopped moving, eyes wide. Eyes dead. Everywhere they fell, ships plucked from the sky by their untimely demise.

The police officers stared, dumbstruck, weapons still raised with trembling hands. Over. It was over. Peter half laughed half choked with relief, forehead resting against his knee. It was over, Everyone was alive, and maybe (just maybe) he'd make it home before eleven after all.

"Spider-Man. Put your hands on your head and stand up slowly."

Or not.

"Look man," He complained, carefully doing as he was told, wincing as he did, "I sorta just helped save your butts. Can't you let me off the hook this once?"

"Don't move!"

Figures. All the other cops were cheering, and hugging, and checking on the civilians. But this one just had to go after Peter. What did he do wrong? Yeah, sorry for saving that lady from becoming a flesh pancake. Won't happen again, Officer. Ugh, people were stupid sometimes. Ribs screaming, Peter placed his hands atop his head. And promptly shot a splatter of web into the officers eyes. The policeman's hands faltered and he shot, the bullet zipping by too close for comfort and catching the attention of everyone around them.

Like lightening Peter took to the sky, swinging clumsily to the roof of a neighboring building and collapsing there in an exhausted heap, out of view and out of danger. It HURT. It all hurt. Heck, even the soles of his feet hurt. Oh God my back my arms my-with the adrenaline high dying down all the pain Peter'd suppressed came avalanching down on him, his breaths coming in sharp gasps as he struggled to breathe.
Gwen. He had to get to Gwen. Or a hospital or, y'know, anywhere that wasn't a pool of his own blood. Vision swimming, he forced himself to his feet. He made it as far as Gwen's open window before he passed out.

Once, when Peter was eleven, he ran away from home. It wasn't that he didn't love Aunt May and Uncle Ben. They were warm and loving and silly, and there was nothing Peter looked forward to more than the end of the day when the three of them could finally sit down for dinner together. But no matter how happy happy he was helping Aunt may cook and going to baseball games with Uncle Ben they could never replace his mom and dad. They were special.
Dad taught Peter how to read. And Mom taught him how to carve pumpkins and count to 100. They were the strongest people in the whole world, and then one day they just...were gone. Whenever Peter asked about them Aunt May and Uncle Ben never seemed to know the answer to his questions. So he decided to find them out by himself. Somehow his old house seemed the logical place to go, so one night little Peter, quiet as a mouse, slipped into the darkness and set off. He wandered the streets a while, flashlight clutched in one small fist. He didn't see the car's headlights until it was too late.
When he woke up in the hospital the first thing he notice was the smell. He distinctly remembered the heavy stench of medical equipment that hung in the air. His eyes opened slowly, squinting up at the ceiling. Now, lying there in a hospital bed six years later, he felt a sense of deja vu.
"Gwen...?" Was the whisper that first dropped from his lips. He could hear the rattle of the TV on, rising and falling voices from the corner. Peter tilted his chin and surveyed the room. There, at the foot of his bed, Aunt May's head lay resting, her breaths deep and even. Peter felt a twinge in his heart, a sad smile making his lips taste bitter.
"-Spider-Man-"
Peter's entire body snapped to attention as his ears caught the word. He focused, with some amount of effort, on the hospital's tiny hanging TV screen. There was some recap about the alien invasion going on, showing footage of the ordeal with the caption Battle of New York scrolling across the bottom. And there on that tiny screen was Spider-Man, fighting alongside Captain America.

A woman narrated the spectacle in a voice that seemed much too cheerful when compared to the gruesome footage;
"-Even the masked vigilante seems to have come to our aid in these dark times. Here we see him working with our newest heroes: The Avengers. Which leaves us to wonder; what is their connection?"

The scene cut to some guy sitting in a conference room, microphone slung from his ear to his froggy mouth.
"Well, Debbie," He announced, "clearly they're associated. Who knows? We may have a seventh Avenger on our hands." With that Spider-Man's time in the spotlight was over and the clips shifted to some guy with a bow and arrow.
Peter stared at the screen, speechless. Him? And the Avengers (apparently that was what Captain America and the others were calling themselves) working together? He didn't even actually meet them and now they were secretly working together? It was ridiculous! Why would they want someone like him to-
"Peter?" Gwen stood frozen in the open doorway, lip trembling. She was at his side in an instant, planting strong, desperate kisses against his cheek before resting her forehead against his (which was impressive, considering how she had to twist to get a good angle over the bed).
"I hate you." She whispered, even as tears of relief dripped against Peter's nose. And oh, yeah, Peter was in the hospital. Oh God, he was in the hospital.
"How did-what-"
"I didn't tell them." She whispered straightening up. She glanced at Aunt May, sleeping soundly, before going on.
"When you-I mean after you collapsed I..." She struggled, frustrated hands scrubbing away her tears. Peter just wanted to catch those hands and pull her close, holding her and whispering that it was okay even though it really really wasn't. Gwen smiled weakly, apparently guessing at his train of thought. That small moment seem to give her the resolve to finish, and Peter was more than a little proud of her strength.
"After you collapsed I knew I had to hide the suit. So I..." She flushed pink. "I hid it in one of my drawers and changed you into some of my dad's old clothes. Then I...I called an ambulance." Tears threatened to break over again, "I'm sorry Peter, I thought you where dying and I didn't know what to do and you were just...lying there, not even moving..."
There was a long, silent, pause.
"You changed my clothes?" Every inch of Peter's body burned with embarrassment as he blushed deep red all the way to the tips of his ears. Which Gwen would find adorable if it weren't for the fact he'd almost died the night before. Okay, maybe it was still a little adorable.

Peter took a deep breath, ribs distantly aching.
"So...what did you tell them about..." His eyes roamed his body and then went back to Gwen.
"Nothing."
Peter just stared at her so she elaborated with a tired sigh; "There was a war going on, Peter. The rooms here are filled with people, all with injuries just like yours. Nobody had time to worry about one kid when there were hundreds more who needed help.
Peter nodded. It made sense really, and he felt unbelievably relieved. And guilty. Gwen had to...he didn't want to think about it. So he focused on another point of guilt.
"Aunt May...?"
"She's been here all night."
All night...? That meant that he'd been out since yesterday afternoon. Well, looks like he'd have extra time to finish up that essay at least. He closed his eyes. He still had so many questions. What happened to the aliens? How did Avengers fare near the end of the battle?
"You should sleep." Gwen whispered. Peter didn't open his eyes.
"Take care of Aunt May...?"
He murmured.
"Of course."
On her way out Gwen clicked off the TV. A clip of Tony Stark soaring through the city had been showing and Spider-Man was there, swinging not too far away.

Back at what was left of Stark Tower Tony was watching that very clip, eyes following the red and blue Figure.

this was my first TASM/Avengers Crossover so review and let me know if I should continue...? EDIT: I fixed some of the spelling and grammar mistakes. This story's unbeta'd so let me know if you spot any more.