AN: Once upon a time there was a 14 year old girl who (without shame) obsessed over fanfiction to the point that she wrote a fanfiction regarding Spider-Man and the Avengers called Wonder and See. This fanfiction, unfortunately, was never completed because she had forgotten the password to an old account. Not only this but she also forgot the email she exclusively made for this account so she would have never been able to recover it. Yet upon making a new account, rummaging through fanfiction ideas, she would always return to Wonder and See. How dare she leave it uncompleted? It was hardly pleasant to see that she had become one of the people who hadn't updated in nearly three years.

So she decided to do a remake.

I do not own Spider-Man or the Avengers. This is purely for entertainment purposes.

(You'll find my writing style to have greatly improved over the course of three years, or if not, perhaps my story telling instead. )

Disclaimer: Violence.

Dear Guest that posted on my other story during the span of the three days I temporarily removed this fanfiction from the website. I actually removed this version for a short while to revise on this chapter before too many people saw it. It turned out that something I had written I really did not like so I took it down before too many people read it. Perhaps immature of me but it bothered me to an extreme. Not to worry, I had originally planned to repost it, so here you are.

The ugly purple blotches of skin were hard to see in a cell with little to no light.

Peter might not be able to see them but he can feel them in his every move. They'll ache and scream to the point where he's unable to move without discomfort. Whether he sleeps on his side, his arms protest, and his legs whine. His stomach howls for him to stop moving all together and Peter finds himself forced to comply. He can feel his right eye, swollen up, throbbing against his face as another constant reminder of what would happen if he didn't do what his captors commanded. (Although he assumed even if he did do what they asked, they'd beat him up anyways, just as all bullies did.) Sometimes they liked to brag about their accomplishments on his body, showing off their knuckles and fists, waving them around in front of his face.

Their strength, was nothing compared to his own, but a constant relentless bashing would do the trick on turning him blue all over. He hadn't any chance to show off his power with how weak he was at the moment nor would he show off such power if he did have the chance.

Had he shown any irregularities that showed him to be different than that of a normal human he knew the organization responsible for his kidnapping would put it to the test. Target people he loved. Reveal his identity to the world. Kill him. He was a nuisance. A vigilante. Criminals didn't like vigilantes and they would not take it kindly if he told them he was Spider-Man. Then again, they might not believe him, and think him to be insane.

Well, did it even matter anymore if they knew or not?

He was dying after all.

It felt like it, anyways, as he crawls into a corner. Tears well up in his eyes without his permission as the pain hits him again. Usually he was tolerant to pain but if one were to be beaten up everyday to the point of nearly dying... well... one can't be tolerant against a condition in which one is near death. Still, he puts on his tough facade every time they drag him out of this stupid little cell, and they would never know how weak he felt. Not when he forces himself to stand up against them, pushing himself up after every hit, and not making a squeak when they administered daily forms of torture.

He would not show weakness in front of them.

He hopes he won't. He's not sure he can be in actual control of his body much longer - not with the rate things were running - and the hope of returning home slowly becomes more distant than before. He won't be able to get out. No one can save him. He'll be stuck here. He'll die here.

He leans against the wall with a sigh of relief. The wall is cool to the touch and he embraces the coolness as it soothes the bruises on his back. Without much thought he turns his cheek against the wall and leans on it to ease the searing pain. In this position he's able to see the door of his cell much clearly and the flicker of shadows through the small window peeking in was an interesting distraction from his current predicament. He watches to the point where his sensitive ears pick up muffled yelling and struggling. Perhaps some poor sod, just like him, who had been captured for the sake of information. Peter thinks that's the last he'll hear of the muffled voice until it grows louder and louder. It picks up until he can actually form words in his head from the man's yelps and insults.

"Don't get touchy! I just shaved!" The man tells someone, annoyance clear in his voice, "And would you stop man-handling me. I can walk on my own you know?"

Peter's cell door swings open.

The two sneering guards holding a man in between them toss the stranger onto the ground. One wipes his hands together in a mocking gesture of getting rid of filth before turning around with his company. They close the door behind him with no commentary on Peter nor his new cellmate which leaves Peter more curious than he wishes to be.

Still. He's wary of this new unknown variable in his life. His eyes scan the man in the dark, struggling to get up to his feet, before bring a hand to rub his shaven chin. Eventually his eyes turn to Peter's observing ones. They have a short staring contest before the man let's out a low groan. He throws a hand through his messy hair before settling himself down near the wall. He sat on the opposite side of Peter, a wise decision, because Peter didn't want to get chummy with the new kid in the cell-block. One thing Peter learned in this dirt hole was that creating attachments with the other prisoners was often a bad idea. Most of the prisoners here were out of their minds. Either that or in complete pain to the point that they couldn't strike up conversation. Peter hadn't understood this at first until he himself began to realize what it was like in their shoes where the pain was so great that he couldn't find himself able to speak.

"Great. Just great." The man grumbles. Peter watches the man reach through his shirt to touch something on his chest. His excellent hearing picks up the sound of skin tapping against metal but he can't find himself to be curious when a spike of pain flares from suddenly shuffling to attempt to reach a more comfortable position. The wall was no longer cool, having been warmed up by his body-heat, so it brought no comfort to him any longer. That's why he shifts, wincing whilst doing so, wishing he had never moved in the first place. "This'll just prove to cap that I'm not capable of handling myself. He'll try to teach me boxing again-..." The man rambles on but Peter isn't interested anymore. His eyes trail the man's features once more before he had come to a striking realization of the man's identity.

At first - he thinks - it's a trick on the eyes.

Because - holy crap.

Tony Stark?

Or maybe someone who just looked like him?

It had been difficult to see at first because of the missing... trimmed beard... that Tony was so famous for on magazine covers. It was his signature look. That's why Peter wondered if this man just had a incredible resemblance to the celebrity CEO.

So, Peter takes in a deep shaky breath, and catches the stranger's attention.

"Tony Stark...?" His voice cracks more than he'd like.

"Yup. That's me. Stuck here. With you. Isn't that just fine and dandy? You think HYDRA would treat their guests with more respect." Tony spits out, annoyance laced in his voice, hardly happy with his new-found conditions. (Obviously) "Aren't I lucky? They took the suit - MY suit - and I have no way of getting out of here. Well, not unless Nick caught my SOS, but I'm sure he'd rub it into my face that I called him of all people to help me out."

Peter honestly had no idea what Tony was talking about when he began to mention someone called 'Nick' and he figured it'd stay that way. Tony seemed to be talking to himself more so than Peter. He rants about Nick for a full on two minutes before switching to blabber on about the Avengers. Peter, in another situation, might have been interested to learn to Tony's tales of the Avengers if he wasn't as exhausted as he was now. Heck, he knew he would have geeked out, but right now he didn't think he was capable of having any sort of energy directed into anything but surviving. Just listening to Tony made Peter drowsy despite his best attempts to stay awake.

He couldn't help it.

His eyes shut and... just... for a little while. For a tiny moment. There was peace.

When Peter rouses to consciousness he vaguely remembers parts of Tony's conversation. His mind files what he thinks might be important until he runs across something he had heard earlier. Something along the lines of, 'Well, not unless Nick caught my SOS, but I'm sure he'd rub it into my face that I called him of all people to help me out." Peter, at this point, became aware of the fact of Tony's CEO status. If he was missing, there were surely going to be people who were looking for him, and there was a slim chance that they'd find him locked up in a base in the middle of nowhere. Maybe. Once again the chance is slim... but... then there were the Avengers.

The freaking Avengers.

Peter takes it in all at once.

Usually, he didn't care about the group of heroes. They did their thing. He did his. They saved the galaxy. He saved the little people on the streets. Considering their expertise... they'd... be able to get him out of here! In fact, if he survived long enough, he'd be able to get out of this damn place and see his aunt again. The last time he saw her was... was... when... when was the last time he saw her? How long had it been? She didn't know where he was after he had been abruptly kidnapped. Stabbed with a syringe and tossed into a van. The only thing Peter had been able to gather was that these 'HYDRA' people wanted information on his dad's research -which they assumed he knew. They thought he was keeping it safe as some sort of 'family secret' which they repeatedly reminded him as he's beaten into the floor.

"You're awake." Peter's companion notices. Peter looks up towards Tony and he stares right back. "It's rude to fall asleep when people are talking."

'It's not like I meant to fall asleep.'

"What's your name anyway kid? You don't seem much for conversation."

"Peter..." He introduces himself reluctantly. There was no reason he couldn't share his name. It wasn't like he was wearing the mask of his other persona right now, but his hands still reach up for his face. Feeling his skin, not the fabric of his mask, underneath his fingertips with relief that the people who kidnapped him were looking for Peter. Not Spider-Man.

"How'd you get in here anyway?" Tony sits cross-legged while resting his chin on his hand. "You don't look like you belong here at all."

Peter raises an eyebrow.

"You don't exactly look like you belong here either. Isn't there a giant tower missing it's namesake?"

"Yeah. About that. I didn't plan on being here." Tony grumbles. "Had everything gone my way, I'd be in a hot-tub right now, celebrating victory rather than defeat."

"Well. I'm not here because I want to be here either." Peter tells Tony. "How about I just stick with that, okay?"

Steward - AKA Dr. Hall - is a stern looking man of puny stature. He didn't look like much on first glance but Peter knew he'd be getting well-acquainted with him. It was the white lab coat that gave it away, the clipboard in his hands, which made him look like he came straight out of a mad scientist horror movie. He had a few guards accompanying, surely to do the dirty work while he questioned Peter relentlessly, and all he would hear form the man was the same old line he'd repeat.

Over.

And over.

And over.

"What is the formula?"

The formula. The formula. The formula. Did he know it? Did he? Even if he did would he give it away? No. No. No.

No.

'Peter. Get a hold of yourself. You're becoming hysterical.' Peter reminds himself. He's better than this. Stronger than this. He's had worse before, right?

Dr. Hall orders the guards to kick him in the gut as he lays on the floor from a constant barrage of punches. They don't care too much about his condition, they just keep kicking him, and he barely hears Dr. Hall compliment his durability. Something about how he was much more capable of withstanding (and surviving) being beaten up to the point where he can barely breathe. It's when he starts coughing that he wonders if he can last any longer.

He does anyway.

Tony stares at him with a silent sort of pity.

Peter doesn't want to look at those eyes of his - staring down at his body as Peter crawls towards the wall. He might have thought him to be pathetic, barely able to move, but Peter knows that in just a few days the bruises will heal just like always. There was always that stupid healing factor that kept him alive even when he wanted to be dead.

But he can't die -

Aunt May -

How could he think like that in the first place? There was a person waiting for him. No. People. Mary Jane. Gwen. Heck, maybe even Harry, who hadn't talked to him in over a month because of some stupid argument they had gotten in. There was also things he still needed to do, like protect the little guy, when other heroes didn't have the time to do so.

"Hey we kinda' got off on the wrong foot." Tony speaks up. "Can we start again?"

Probably the pity making him talk.

"My name's Tony."

"Peter."

They're on different terms now.

Something happened that day between them. For some reason Tony began to show a little bit more respect for Peter, quieting down on his conversations, and showing a odd bit of concern for him. They didn't even know each other that well but Peter could say that he did appreciate the change. Tony wouldn't treat him like he was lower than him anymore but maybe it was because Tony finally realized his situation. Tony also had this... this... distant look in his eyes. Like this had happened before. Somewhere. Some lifetime ago. That look would haunt his expressions when Tony would look at Peter and see all the bruises. It wasn't even long before Tony began to come back from interrogation with bruises of his own.

But unlike Peter - Tony had hope.

"I'm going to get us out of here." Tony tells him. Every. Single. Day. "We'll get you to a hospital and you'll be in a nice warm bed. No more of... of... this."

Tony begins to sit closer to him.

"How have you even lasted this long? It hurts like hell." Tony says one day. He winces as he barely grazes over his black eye with his thumb.

Peter feels better now, having a few days to himself to heal up, and for once they had actually been fed with food. Not good food, mind you, but the guards had tossed in crusty loafs of bread that Peter had devoured with no second thoughts. He didn't care if it was poisoned or not, or hiding some sort of chemical inside of it. What he does know is that he was hungry and his body needed food to heal up. With the little food they gave them - it was hard to even go on without hearing his stomach roar in protest for food - and he found himself growing weaker by the day. He had gained a testimony right then and there that food was important. Way important. He'd never skip a meal again if he got out of here.

Peter shrugs.

"I deal with it. I don't have a choice. What am I supposed to do? Submit to them? Kneel down before their feet? I don't think so." Not only was that degrading but he would never do such a thing in front of someone who wanted to harm him.

No.

He'd never kneel to them.

"You're actually stronger than I gave you credit for kid." Tony puts a hand on his shoulder with a corner of his lip quirked upwards into a smirk. Wait. When did he get so close again? When was it okay to cross the line to sudden 'touchy-feely' gestures? Peter doesn't even know why he makes such a big deal out of it but - he can't help it - he flinches backwards into the wall which causes Tony to lift his hand from his shoulder. The man seemed to get the idea just as quickly as Peter flinched away from his touch.

Peter can't help it -

All he can see -

Hands.

Touching him. Cracking his bones. Harming him.

Get away. Get away. Get away. Get away.

"I'm going to get us out of here." There Tony goes again. Peter bites his bottom lip, shivering involuntary in his lonely corner.

He must look pathetic.