Disclaimer: I do not own Marvel.

WARNING: This story contains the kidnapping and torture of a teenager.

In order to understand, I highly recommend reading A Different Kind of Family first.


Peter loved the rooftops.

Well, it wasn't really the rooftops that he loved. He liked the isolation of it. He liked how he could sit up there and observe the city, above the hustle and bustle of the citizens rushing around. Despite the fact that at any moment, his spidey sense could go off, alerting him to a crime taking place, he found it peaceful and relaxing.

Peace wasn't something he got much of lately.

It had been two weeks since his aunt's death. He hadn't gotten past it. He wasn't sure that he ever would. Of course, he wasn't about to let his team know that. They had gotten ridiculously protective already, each trying to show their support in their own way. He was pretty sure that Sam had been baking him food whenever he had spare time, and he was always waking up with some ridiculous stuffed animal on his bed. No one mentioned her death, but they all tried to help.

It was touching, but it was a bit overwhelming, and annoying that he felt like they were walking on eggshells around him. He was not about to worry them more and get them worse. No, he could pretend that everything was fine and dandy. He could walk around and smile and train and pretend like it wasn't eating him up inside. Then, at night, he'd break down in his room, where no one could see.

He could do it. They didn't have to know how much he was struggling.

On the rooftop, Peter didn't have to worry about that. He didn't have to worry about anyone seeing him and could let his guard down. Of course, his mask would always hide his facial expressions, but the Avengers (especially Steve and Bucky) had a weird sixth sense for knowing when he was upset).

He was alone up there, with not even JARVIS to bug him.

His spidey sense suddenly went off. He stilled, eyes raking over the crowd of people until his spidey sense helped him hone in on a child, kicking and screaming (though the sound was muffled by a hand) as a man pulled her down an alley.

He sighed, eyes narrowing at the scene before jumping off the roof. The wind whipped past him as he fell, cutting through the night air. He shot out his web, catching on a lamp post, and swung through the air.

He reached the roof above the scene and didn't waste a single moment before hopping down in front of the would-be kidnapper.

"Come on, man. Pick on someone your own size," he huffed. He really despised people who messed with children.

The little girl's eyes widened and, as the man was distracted by Peter's sudden appearance, bit the man's hand hard. He yelped, pulling his hand away and giving the child enough time to run.

Peter, not wanting the man to grab the girl again, quickly shot his web and webbed him to the wall. He let out an annoyed groan as his head hit the side of the brick the wall.

"Oh, did I hurt you?" Peter taunted, "Should have thought about me when you decide to hurt a kid."

Admittedly, Peter had gotten a little more violent lately. It wasn't anything that bad. He still wouldn't kill anyone, and he knew to hold back his strength from causing too many serious injuries. Still, the criminals that he webbed up were apprehended by police with a lot more injuries than they used to, especially if they were drunk.

"Let me go!" the man hissed, pulling uselessly at the webs that kept him secured to the building behind him.

"Hmm, let me think about that?" Peter said, tapping his chin as if in thought, "Yeah, I don't think so."

He webbed up the man's mouth, preventing him from saying anything else. He was just about to land a solid punch on the man's nose to release some of the rage that was sizzling under his skin ever since seeing the man trying to hurt that little girl when a small voice sounded behind him.

"Spider-Man?"

He paused, large white eyes on his mask turning to the source. The child, no older than eight years old, was staring at him fearfully.

A sigh escaped his lips and he pulled away from the man. Once he was sure that he would not be able to get out of the webs, he turned to the girl, "Are you okay?"

She nodded, wrapping her arms around herself. There was a pause, and she sniffed, "I want to go home."

"I know you do," Peter nodded, placing a comforting hand on your shoulder, "Where are your guardians? I can take you to them."

She sniffed again, "I-I don't know. We were going to my Grandparents," her voice shook as she spoke, "I-I saw a cat across the street."

Peter sighed and nodded, understanding that she had wandered away from her family. He'd had a few of those in the past where he had to help a child find their parents, so it wasn't anything new to him. Lots of children wandered away and children were defenseless against criminals.

"Alright, I have an idea," Peter told the child with a smile, though she wasn't able to see it through his mask. He bent down so that he was eye level with the girl, "But first, are you scared of heights?"


By the time Peter arrived back at the tower, it was well past two in the morning. JARVIS opened his window as he swung in and he swooped gracefully into his bedroom, landing on his feet.

"Welcome back, Peter," JARVIS' voice spoke throughout the room, "I detect that you are injured. Would you like me to contact Mr. Banner?"

"No, I'm fine," Peter spoke quickly, shaking his head even though he was pretty sure JARVIS wouldn't register it. He slipped off his mask, revealing a large bruise covering his jaw. He had been a little restless after helping the little girl find her parents, too caught up in thoughts about his own family, and hadn't dodged out of the way of a punch in time.

He wasn't injured badly, only a few bruises, so there was no need to have Bruce running into his room and having a heart attack again. The last time that JARVIS had alerted the man without even asking Peter had been bad enough. He'd made sure that the AI understood that he had to ask Peter beforehand.

"If you're sure," the AI spoke clearly through the room.

Peter nodded simply as he started to strip out of his suit and into some sweats and a t-shirt. A yawn escaped his lips and he stumbled over to his bathroom, fully ready to brush his teeth and collapse into bed. It had been a long night, as it always was. Peter's new routine was to work himself as hard as he could on his patrols so that he could fall asleep quickly.

"Peter," JARVIS spoke up right as his hand brushed against the doorknob. Peter paused, listening, "I believe that you should be informed that there is currently a disturbance occurring in Mr. Barnes' room."

He blanched, sleep immediately clearing from his brains as he shot to attention. A disturbance? Surely they would have contacted him if something had happened. Was Bucky having another flashback? JARVIS normally only alerted Steve to those. Had something happened and he turned into the Winter Soldier? Bruce and Tony were worried that that would happen.

Before his brain could continue coming up with all the wild scenarios in his mind, his feet found their way to the door. He flung the door open, web shooters on his rest and ready to fight if need be.

Bucky's room was near Peter's own. Most of the Avengers had the same floor, but that wasn't the case for Peter, Bucky, and Steve. Bucky had, as per Steve's request, been moved onto Steve's floor when he had moved in. Peter had been given a room on Steve's floor as well when he had arrived and while Tony had offered him to have his own floor after he'd settled in, he had found that he actually liked his room and he was sure that he'd get lonely on his own. Steve had been completely fine with it, enjoying the company.

Besides, the man was now his legal guardian. After his Aunt's funeral, Steve had brought the subject up to him. He'd agreed, not wanting to go into Foster Care (it raised way too many complications with the whole 'he's secretly Spider-man' deal). The man was, and had been before-hands, more like a father than he could even remember his own being.

Of course, he didn't remember much about his father, except that the man was always working. There were those nightmares that had started to become frequent lately, but Peter was sure that they were just that – nightmares.

The moment Peter had his door opened, he could hear the distinct sound of a dog howling. Someone was shouting (It was definitely Tony) and he quickly realized that Bucky's door was open. Steve's strong build was visible in the dim light of the hallway inside of Bucky's room.

"Steve?" he asked, eyebrows raised as he walked up, now certain that nothing was wrong if the man's relaxed, if not slightly amused, posture said anything.

The blonde man glanced out the door, spotting Peter. His blue eyes twinkled, though they paused momentarily on the bruise covering his jaw. Noticing, Peter's hand unconsciously moved up to it.

"Should be healed up by tomorrow morning," he assured the man quickly. Wanting to get the attention off of the bruise, he quickly asked, "What's going on?"

Steve shot him a look that clearly said that they would discuss the bruise later (though Peter wasn't sure why, as he'd dealt with much worse), and then gestured for him to come inside of the room.

"Lucy's having her puppies," he told him, voice tinging on excitement.

The moment that Peter entered, he was greeted with the sight of Bucky's large bedroom with each and every one of the Avengers packed inside. Bruce and Sam were on their knees in front of Lucy's bed, hiding her from view. Bucky sat nearby, looking incredibly nervous for his dog. Natasha and Clint were sprawled out on Bucky's large, king-sized bed, playing a game of cards and completely ignoring the situation around them, Lucky lounging beside Clint. Tony was pacing at the far end of the room, away from Lucy. He seemed rather distressed.

"I did not sign up for this!" he was ranting to himself, "I agreed to Lucky. I even agreed to the flee-bitten mutt that Barnes brought into this tower. Puppies were not on the contract. Oh, the stains are never going to come out!"

A small grin appeared on Peter's face as Tony paced, pulling at his hair. Tony had made it very obvious that he did not like Lucky and Lucy and definitely did not like the fact that Lucy had gotten pregnant.

"I'm telling you, Barnes," Tony suddenly stopped pacing, turning to the man, "When this is over, you are getting her fixed. This will not happen again."

Bucky didn't say anything. In fact, the only sign that he even heard Tony speaking was the hand gesture he gave the man.

"Bucky!" Steve chastised, "There is a fifteen-year-old present."

Peter rolled his eyes, "Not like I haven't seen it before, gramps. As Spider-Man, I've gotten more than a few of those directed in my direction."

Steve just huffed softly and Tony gave a chortle of laughter, shooting Peter a thumbs up. Tony had been trying to get Peter to call him 'Gramps' for a while, after all.

It was times like this where Peter found that he could deal with the pain of losing Aunt May easier. The distractions helped, giving him something else to focus on than his grief. That was what his patrol was lately. He could distract himself with drunks and criminals and lost children and he didn't even think about his loss.

It wasn't long after that that Sam turned around, grinning widely, "Seven! She had seven puppies!"

The only thing that could be heard after that was Tony's anguished cries of, "Seven? SEVEN! Nine dogs!? Steve, I can't deal with nine dogs!"


"Peter, keep your arms up! No! You have to be more careful!"

Steve sighed as he watched Peter and Natasha spar with each other. The teenager had gotten clumsier in his fighting lately and a lot more reckless. Natasha had noticed that he wasn't blocking as much and taking a lot more hits as he tried to go straight to the offensive. She'd brought it up to Steve, a bit of concern seeping through her tone.

Steve knew that if Natasha was concerned, he needed to pay attention to it.

Peter growled in annoyance, throwing a punch and leaving his side completely unguarded as Natasha effortlessly dodged it and kicked him. He stumbled back but was back on his feet in an instant, running towards her.

He was being reckless. No wonder he was coming home with bruises more often lately.

Of course, Steve worried about the teenager. He'd been worrying since May Parker's death. He'd locked himself in his room the entire day afterwards and he'd broken down at the funeral, but he spent the rest of the time with a smile that just didn't quite reach his eyes and an assurance that he was fine whenever anyone asked. The team had all done their part in trying to discreetly help. Steve was pretty sure that Sam's baking therapy and Natasha's impromptu training sessions weren't working that well, though.

JARVIS no longer alerted him to any nightmares coming from Peter's room, but Steve knew that they occurred. Undoubtedly, he'd somehow hacked the system. It wouldn't be the first time that had happened. Tony had done it before when Steve kept showing up in his room to try and calm him down.

He snapped out of his thoughts, noting that Natasha had a rather frustrated Peter pinned on the ground. Clint gave a dramatic count-off before patting the ground and Natasha let him go.

The boy huffed as he pulled himself to his feet, dusting off his t shirt. He wasn't in his suit, as Steve decided that they all needed to learn how to fight in casual clothes in case an attack occurred while they were out in public or didn't have time to change.

"Peter," he called, catching the teen's attention, "Can I talk to you?"

The rest of the team (minus Thor, who was visiting Jane), understanding that he wanted to talk to Peter alone, headed off to the other side of the gym to continue their training. Peter walked over, arms crossed sullenly over his chest.

"I know, I know," the boy said grumpily, "I suck."

"I wasn't going to say that," Steve frowned in disapproval, "But you're being reckless. You're taking too many hits and they're weakening you in the fight. You're practically abandoning defense. Why?"

Peter stared at him for a long moment, as if not quite comprehending what he was saying. He blinked and shrugged, "I heal."

"Not right away," he countered, "In the middle of a battle, any wound can slow you down. You can't keep letting Natasha hit you."

The tenseness in Peter's shoulders was the only thing that alerted Steve that the teenager was getting angry, "Look, I'm sorry that I'm not good enough. She's better than me!"

"She's more experienced than you," Steve corrected calmly, eyebrows raised, "But you were blocking her better before-"

He cut himself off, unable to finish.

"Before what?" Peter's eyes flashed, as if demanding that Steve continue his sentence.

He paused. None of them had mentioned May after the funeral. It was an unspoken agreement between the team that they didn't speak about things like that. They never mentioned battles where innocent lives were lost or Natasha's past or how Tony became Iron Man or how the Hulk had killed people when Bruce lost control. It was better to not mention them.

Aunt May had become one of those things. They all knew about it and tried to help Peter and make him feel better but they didn't actually mention her death. It had become a taboo topic around them in the past two weeks.

He hesitated, "Peter, you-"

"No, stop it!" Peter snapped, fists clenched together. His cheeks were red as he glared at Steve, "Stop avoiding the subject. Stop acting like it didn't happen. It did and she's gone and we all know it so say it! I was blocking better before Aunt May died. I know! I'm just a little distracted."

His voice cracked at the end and he sucked in a breath, shaking. His eyes were glassy and Steve stepped forward to try and calm the boy down before he suddenly turned on his heel and bolted from the room.

Steve was about to chase after him when someone grabbed his arm. He turned and saw Bruce standing there, a worried look etched on his face.

"Give him some time alone and then go after him," Bruce explained quietly, "He needs to calm down by himself first."


When Steve went to talk to Peter, he found him curled up in his bed, completely oblivious to the world around him. He sighed and slowly shut the door back, deciding to let the boy sleep. He was suspecting that he wasn't getting much lately.

So, he made his way to the main floor, where he knew the team would be.

Clint wasn't there when he arrived, most likely headed out to the store again like he had been doing every night recently, but the rest of the team was seated around the table (though Sam was cooking), chatting amiably. Bucky looked sullen, having been dragged from his room and away from the puppies, but he glanced up as Steve walked up.

"How's the kid?" he asked. His question caused the rest of the team to look up as well.

Steve never would have thought that all of them, even seemingly stone-hearted Natasha, would care so much for a teenager.

"He was asleep when I went to check on him," he explained as he took a seat beside Bucky.

Sam gave a sigh from where he was seasoning the food, "Or he was pretending to sleep so you wouldn't talk to him," Steve sent him a quizzical look and the man continued, "I'm a counselor, remember? Or, I was. I might have helped PTSD sufferers from the military but I can tell that Peter doesn't want us to think he's weak, so he's trying to act like nothing's bothering him. He isn't going to want to talk about his little outburst, but he needs to," he pointed the wooden spoon at Steve, "You need to talk to him."

"I know that I do," Steve said with a sigh, "I just-"

"Sorry to interrupt," JARVIS spoke, "Agent Coulson is on his way up. He will be arriving in approximately 121 seconds."

Everyone glanced at each other, surprised. They hadn't expected Coulson to show up, and there wasn't a mission alert.

It wasn't long before the elevator opened and the man entered, dressed in a suit and looking a bit grim.

"Agent?" Tony asked, not even looking up at him as he fiddled with his tablet, "What brings you to this fine establishment?"

"I'm afraid this isn't a personal visit and I can't stay long," Coulson responded, swiftly making his way over to the table. He did a quick head count, "Where's Barton, Thor, and Parker?"

Natasha answered, eyeing him suspiciously, "Clint's off on a private matter. Thor's with Jane and Peter's asleep."

Coulson raised his eyebrows at the answer as to Clint's location but didn't further question it. Instead, he sat a briefcase on the table and opened it. He pulled out a folder and handed it to Steve.

"SHIELD is investigating some of HYRDA's activities," he got right into it, "After we managed to get SHIELD back up and running without the infiltration, we've been focusing a lot on them. Do you remember the mission we sent you guys on to raid one of their bases?"

"The one where we almost had a fried spider on our hands?" Tony asked, attempting to snatch the folder away from Steve as he flicked through it.

"That's the one," Coulson said with a nod, "It's come to our attention that there are many other bases performing similar human experimentation. We believe that they are attempting to recreate the Winter Soldier."

Beside him, Bucky stiffened. Steve glanced over at his friend and saw him staring intently at the table, not moving a muscle.

If Coulson noticed, he didn't show it. Steve was pretty sure that the highly trained agent had, though, "They're getting braver. They're going after superheroes, and SHIELD agents, too. They got the upper hand on Deathlok. He got away and was able to inform us that HYDRA is searching for the Winter Soldier. They're trying to recapture him."

"Well, they won't get him," Steve said firmly, clenching the folder tightly. His blue eyes shot up to Coulson, "We'll make sure that they don't get him."

"I don't doubt that. Just make sure that you are on high alert for any suspicious activity."

The entire team nodded. They all understood that the threat of Bucky being back under HYDRA's control was very real and very dangerous. At the moment, they were all still uncertain of what his HYDRA brainwashing included, and whether or not he could one day suddenly revert back to the Winter Soldier. It was a possibility that always had them on their toes around the man.

Coulson turned to leave before he paused. He pulled a small, sleek black object out of the briefcase and handed it to Steve.

"Give this to Peter. Tell him it's a present from me."

And with that, he made his way to the elevator and disappeared behind the metal doors. The team stayed silent before Bruce spoke up.

"Did Coulson just give you a pen to give to Peter?"

Steve glanced down at the object and found that Bruce was right. He was holding what looked to be a normal, household pen. He held it in his hands, carefully observing it. Why would Coulson want Peter to have a pen?

Across the table, Tony snorted, "Dying must have left some brain damage."


Author's Note: Woo! Here's the next story in the series! I won't be able to update this one as often but I'll do my best to update as regularly as I can.

This story is going to be darker than the last one, with lots of Peter angst. It will deal a lot with Bucky and the Winter Soldier, and Steve's roll as Peter's guardian. There will be a lot more characters in this story but they won't be main characters. The core will be the same as ADKOF.
Also, just as a warning, I have several plot lines that will snake through several different stories. The plot introduced in ADKOF, with Peter's dad, is one that will be mentioned but not resolved in this story.
If you have any questions, leave them in a review and I'll do my best to answer!