Peter woke with a start as the alarm blared around his room and he tapped around his bedside table, his eyes too groggy to see anything, until he felt his alarm clock. Turning it off, he moved out of his bed as quickly as possible so to ensure he didn't fall back to sleep again once the sound had faded. Yawning, he switched on a desk lamp and let his eyes adjust to the light then quietly moved around his room, getting his clothes ready.

It was the first time in a while he had gotten up so early, but summer vacation was almost over and he needed to get readjusted to an early start. He wondered if Sam would be doing the opposite, sleeping in as long as possible to celebrate his 'last day of freedom,' as he put it. He glanced at the clock, 05:00.

Aunt May would normally wake up at around 7:00, so he had an hour and a half to patrol the city. Putting on his costume he quietly slid his window open, had a look around outside, and then leapt on to the road, closing his window with a web behind him. He paused for a moment so to take a breath, before he jumped with all his might, quickly moving from block to block until the buildings began to grow to the appropriate size. Once he was able to, he shot a web and began to swing from building to building.

Web-swinging was truly a rush, feeling the wind push against him, his momentum launch him to new heights, and that wonderfully uncomfortable feeling of his stomach churning as he let go of the web. He wouldn't trade it for any other power (although it was technically not a power).

He jumped to the wall of the Fisk building and stuck to it so to look around, absorbing the sights and sounds of the city, he could see the sun begin to rise from behind the buildings, shards of light piercing through gaps between the buildings. He could see a troop of taxis moving towards the airport, pedestrians beginning to conjugate on the sidewalk and…

He sighed. Of course, there is always one.

Spider-man slid down the building, silently moving towards an alley way in the distance, and shot a web at the nearest lamppost, landing on it and lurking above the mugger. He began to lower himself down and delicately touched the floor, so not to make a sound. He sneaked behind the man, looking at the knife and, in a sudden movement, disarmed him.

"Didn't your mother ever tell you not to play with knives, they're very dangerous." He smiled, taking enjoyment in the look of horror as the man realised who he was.

"S-spider-man!" He yelled, hands shaking. The man gulped and began to run, but Spider-man shot a web at his feet, causing him to trip. He shot a few more webs at the man to keep him down then turned to look at the victim, a 60 or so year old man, who gave him a small smile. He seemed lean and was wearing a long coat and hat, masking his figure somewhat. Despite the mugging he looked completely calm.

"Are you alright, sir?" He asked, looking to check he wasn't injured. He released a sigh of relief when he saw that the worst thing that happened was that his collar was ruffled.

"Perfectly fine, thank you." He smiled cheerfully; he then turned and looked at the mugger, who was trying to crawl away. Spider-man saw a look of detest in his eyes. "You'll be taking him to the police, no doubt."

"Yep, and, err, thanks." Spider-man replied. "I don't usually get gratitude; people seem to think I'm trying to remove the competition… or whatever Jameson is saying that day."

"I pride myself on the ability to see through slander. Do not worry, it will soon leave you." The old man affirmed, and he began to walk further down the alley.

"Wait, before you go, it may be a good idea to sit down and get your bearings, there's a Starbucks a few blocks from here in that way." Spider-man advised, pointing in the general direction.

"Thank you for your concern, but I am fine. Anyway, I don't do coffee. It was nice to talk to you Spider-man, I do hope we meet again." And with that the old man left, humming to himself. Spider-man was impressed, he had never seen someone shrug of a mugging like that; the guy barely looked shaken at all.

Grabbing the mugger, he swung over to the nearest police station, leaving the man tied up outside the front door with a note explaining what had happened. As he began to leave he checked the time function on his web shooters, confirming he had at least another 45 minutes left. Smiling, he took note of his surroundings and began to run, leaping as he approached a junction and shooting a web, using the momentum to swing up to where he wanted to be.

Grinning he continued to patrol the city.

Peter got back with 15 minutes to go, and took advantage of the time to hide his costume and jump back into bed. As he laid there he thought about the past year, it had been a tough one, what with him getting his own rouge gallery and everything, but things were getting better. He and Harry's friendship was returning to the state it was before he had become Spider-man, and his new team were some of the best friends he had ever had. Hell, even Flash had stopped bullying him, and has finally begun to grow up.

He turned on his side and heard his Aunt call for him "I thought you wanted to get up early."

He yelled gratitude, and got up and dressed, this time as Peter Parker, not Spider-man.

"You're sure you're alright with me going deep sea diving today, it'll mean you have to get something yourself for dinner." She asked as he walked into the kitchen.

"I'll probably be out all day with my friends, so I'll get something while we're out." He replied, grabbing some bread and putting it in the toaster.

"Sam and the lot or Harry and Mary Jane?" She queried, passing him the jam.

"Sam, I saw MJ and Harry yesterday." He answered; there was a pause as he spread the jam on the toast, however just as he went to take a bite she continued.

"Why is it you don't all meet up together?" She said, sounding somewhat confused. "Do they not like one another?"

"We all went out together the other week, it's just… I dunno." He lied; the reason was, of course, that the team normally met up for training or patrols, so it was hard to get everyone together. He would have liked to hang out a bit more altogether, but in the end that time could be better used.

"Ok, just don't take your friends for granted, I noticed you didn't see MJ and Harry as much as last summer." She lectured. Peter nodded, and began to eat.

"Hey Peter," Luke yelled as Peter approached the group at Times Square, he had thought about getting there early by using his web shooters, but decided to catch the bus for once.

"You're last again." Sam smiled, treating arriving earlier as a personal triumph.

"I was technically here at six." Peter chuckled looking down at his watch, at least he was on time this time.

"Patrols don't count." Ava replied. "Anything happen this morning?"

"A mugging and a carjacking, so pretty light compared to last Friday." He answered, causing everyone to shudder at the memory of that patrol.

"Please don't mention that again…" Sam gulped, looking uncomfortable.

"Don't worry, I won't." Peter chuckled, hoping to forget it himself. "So what is Fury planning?"

"He won't tell us," Danny sighed "he just told us to be in the Tricarrier at 6."

"That gives us 4 hours, so let's go get something to eat, I'm starved." Sam whined, his stomach growling.

"Maybe you should have gotten up for breakfast." Ava muttered under her breath.

"Wait, so Fury kicked you out until 6?" Peter frowned; he had assumed they had gne out of their own accord. "Why, that seems like a major hassle."

"I dunno, maybe whatever it is we will be talking about needs to be prepared or something." Luke replied, taking a bite of pizza.

"Maybe it's a new addition to the Tricarrier or something, making a, err… Quatrocarrier?" Sam thought aload, "Or a motor bike."

"You mean Tetracarrier, and anyway that is way too much, they'd need to take the whole thing apart, and the second idea seems too small." Ava answered, looking around for her order.

"Perhaps Fury wishes to introduce a new ally." Danny pondered, causing everyone else to stop.

"…That could work. If we have a newbie maybe Fury wants to get them acclimatized to the whole S.H.E.I.L.D. thing first." Peter nodded.

"Well, we better not jump to conclusions, but a new team mate would be cool, look at how well our last one turned out." Luke smiled, nudging Peter, however after a moment his face changed into a frown. "Although it could be bad if their inexperienced, I mean with how things have been recently..."

"Yeah, we were lucky really that no one like Goblin turned up on our first day, otherwise it could have ended badly, and it would be worse for someone with who had no training. At least you had already been a solo super-hero for a year before joining, Peter." Ava observed, the mood lowering amongst the group.

"Well… We did fight Dr Doom quite early on." Peter said trying to be the optimist, "And we survived that. I think Goblin still doesn't come close to him on S.H.E.I.L.D.'s most wanted list."

"Yeah but Doom wasn't targeting us directly." Sam frowned.

"We will just have to keep a close eye on our new ally, if, of course, we have one." Danny assured, and with that everyone nodded in agreement.

"So," Peter announced, changing the subject ,"Did you do the summer assignment Sam?"

"What!?" Sam shrieked in horror "There was homework?"

Luke leaned over to Peter "Was there a summer assignment?" He whispered.

"No, but I think we can let Sam believe." Peter replied with a smile.

They walked around New York to kill time before they had to leave to go to the Tricarrier, ending it by sitting in central park and venting their annoyance about going back to school, even Ava let in a small complaint. But the time to go had finally arrived and they suited up, headed to the detention room in Midtown high and in a flash they were there.

"Well, that's the new Tetracarrier idea shot down." Sam sighed, glancing outside one of the windows. They walked down the corridor towards the briefing room, passing a couple S.H.E.I.L.D. agents along the way, who almost walked through them and caused the team to press up against the wall.

"T-that was a mutual break up, me and MJ thought it was too weird." Spider-man stuttered, "And I know that that one girlfriend was more than the number you've ha-"

"Are you treating the number of girls you've dated as a competition?" White Tiger smiled maliciously, and Both Nova and Spider-man felt a chill.

"N-no, of course not!" They replied in chorus.

"Good." She replied, and at that moment the two breathed a sigh of relief that they weren't kicked out one of the windows to a watery death.

"We're here," said Iron Fist, who had watched the proceedings with barely contained amusement.

"Better straighten your helmet a bit more, Nova." Power-man smiled, and they opened the door.

They entered the room and looked around, their eyes first being drawn to Nick Fury, then to the fact that 5 other people were sitting in new chairs, and seemed to all be in costume. They looked up at the team, some smiled, others nodded and one in a cloak simply looked back down.

"Good, you're here on time. These are your new team mates." Fury announced. The team continued to look. This meant the group had doubled. That number may be harder to deal with than six, Spider-man thought to himself.

After a moment Power-man spoke up, "Um, this is a bit more than… sorry, who are you guys?"

The tall blond haired boy next to Fury looked dejected and as Fury went to introduce them he cut in, "You don't recognise me?" Spider-man thought he had seen him before and as he looked more closely he realised who he was. He gulped then tried to shrink behind Luke but was too late, "Oh, Spidey? You're part of this team?" The boy smiled.

"H-hey Johnny…" He muttered.

"Looks like you got into something after all. Sorry about us not letting you in the Fantastic Four back then." He smiled, causing the group to look at him. "But we are the Fantastic FOUR, plus you kind of sucked back then."

"Wait, YOU tried to join another group before us? You, the guy who complains about not having enough 'me time?'" White Tiger interrogated.

"W-well I was just starting out and thought that- Wait, why are you joining this team anyway?" Spider-man asked, changing the subject.

"Ugh, Reed and Sue are off in space for a few months so the team is on hiatus, the Thing is joining the Avengers 'til then as well." Johnny complained. "But don't worry; I'll happily lead you guys."

Fury cleared his throat, "Well, it seems Johnny has introduced himself, you may sit back down, I guess the rest should introduce themselves now as well?" He glared at Johnny as he did as he was told. "Right then, you can start Veil."

A girl farthest from Fury stood up with a start. She had short red hair and seemed to be wearing a black mummy costume. "Me?" she asked worried, Fury nodded, "(why did I have to go straight after Johnny storm) Hi, I'm Madeline, call me Maddy, and, err, what should I talk about?" She was holding her arm and looking for a bit of help from someone.

"Perhaps your powers and who you are." Danny proposed, and she nodded.

"Right, well I can turn into gas, any naturally occurring one anyway, I'm 15 and I'm from Pennsylvania so I'm quite used to this kind of climate."

"So did you move down here with your parents or…?" White Tiger asked.

"Oh, I'm staying on the Tricarrier, my parents aren't able to transfer at the moment, plus they wanted to see how this pans out." She replied quickly.

During this time Spider-man was pondering what she first said. "Hey, Maddy was it, when you say any naturally occurring gas, would that include Chlorine gas?" She stopped dead and clutched her arm tighter.

"Yes." She nodded sadly, "But I don't plan on ever doing that."

"It's no problem, like everyone knows, I can burst into flames and that is probably just as bad." Johnny Storm smiled, causing her to calm down a bit. "We introduced ourselves to one another earlier, in case you were wondering."

"Umm, that's all." Veil finished, sitting down.

"Right then, Iceman, how about you next?" Fury asked.

"Ok," A slightly short boy with very short brown hair nodded, choosing not to stand, he was wearing a costume similar to Jonny's. "I'm Bobby Drake, also 15, and I better mention, before you guys found out some other way, I'm a mutant. Sorry." There was a short pause and Bobby seemed to coil inwards.

Spider-man remembered about how a few years ago Mutants had become a symbol of hate for a lot of people, and there was almost bills passed to limit their freedom, however as they came close to being passed the Avengers happened, which drew some focus from the mutants and caused the bills to be dropped for a while. But eventually they began to re-emerge motivating a powerful mutant to almost take over the world in retaliation, with his main objective being mutant supremacy. He almost succeeded too, if not for the X-men. However most of them died fighting.

Captain America saw the bills were gaining support, yet the Avengers and other super-humans were just as popular as ever he spoke about the hypocrisy of it all, how people could hate one group and like another just because of how they got their powers. After that the hate dropped to a murmur and the bills were torn up. However the apprehension was still there and most mutants were scared of being recognised and hated. It should never have been a problem in the first place, he thought to himself.

"Sorry about what?" Power-man asked, "Chill man, so what are your powers?"

Bobby breathed a sigh of relief, and then in the blink of an eye turned to ice, costume and all. "I can make ice of any shape I wish and change my own body into this state. Pretty 'cool' huh?" There was a groan of pain from that pun.

"Hey, bad jokes are my thing!" Spider-man yelled. There was a small chuckle and the mood lifted for a moment.

"Well, I was a part of the X-men for a bit, but never went on any missions before they disbanded. Other than that I haven't got too much more to say." Bobby finished, returning to a normal state.

After that the last two, a cute girl in a white outfit and the cloaked boy, stood up simultaneously before Fury could speak they introduced themselves. "I'm Dagger, this is Cloak." She said cheerfully, "forgive his lack of creativity in the naming department; he wasn't really into the whole naming thing." Cloak, who had been looking at the floor until he was mentioned, looked around at everyone then went to sit. "Cloak, it's your turn to talk now."

"Hello," He whispered "I'm Tyrone." To which there was a jab to the rib from Dagger.

"Come one, speak up. They're not going to bite." She encouraged and he repeated himself, his voice now audible. "And I'm Tandy, hope we can all get along."

"So what are your powers?" Nova asked, looking transfixed.

"Oh, yeah, forgot about that. Well I can create daggers of light and Ty can pull people into a horrible shadow domain for a while and he can also teleport." She answered, and Nova felt that maybe hitting on her may not be the best idea; he didn't like being stabbed or risking being pulled into that shadow dimension by a possible boyfriend.

"So how long have you two been acquainted?" Danny asked.

"A few months now. We knew each other even before we had our powers, so once we got them we decided to become a crime fighting duo." She informed with great enthusiasm which seemed to make Cloak incredibly embarrassed. With nothing else left to say she sat down and Cloak quickly followed.

"Is that everything?" Fury asked, the team thought for a moment but really didn't have many questions at the moment. "Well then introduce yourselves and get ready for today's mission."

Damn Fury, Spider-man thought as he perched atop a gargoyle, what was he planning. The new members seemed just as surprised as he was about the mission, that Veil girl looked like she was about to have a heart attack and Iceman froze his armrest in shock. He looked down; fortunately most of them were positioned where he had told them to go, although there was no sign of Johnny Storm.

"What do you think?" Ava asked, standing behind him, focusing on the bank in question.

"About the new guys or the mission?" He replied.

"Both."

"They seem like nice people, not a huge fan of some of their powers though."

"Veil and Cloak?"

"Yeah, maybe Johnny too. Someone whose entire thing is that they are on fire means I feel I have to be cautious about what he's doing. If he was less experienced I would have been worried about having him around fill stop."

"The Human Torch should be fine, he's been doing this longer than any of us. Even Cloak seems ok, Dagger said he doesn't use that shadow dimension thing anymore she just mentioned it because she didn't like the way Nova was looking at her. Veil is the one I'm really worried about though, I spoke to her on the way, and she has no experience."

"None?"

"Nope, at least Iceman had some in the… err… Holodeck thing in his school."

"I'm guessing that's where ours comes from."

"I thought that S.H.E.I.L.D. designed it themselves."

"They never said that, that's how Fury works, he lets you make the assumptions."

"So about the mission."

"Ugh, some guy who swam through a fishnet is robbing banks we need to stop him. Guess Fury at least gave the new kids an easy start."

White Tiger chuckled at the comment. "That costume was terrible, and to think it was an improvement on the last."

"Well, with a name like Shocker…"

"I know right, I think that is the worst one yet."

They laughed for a few moments before there was a clearing of a throat behind them, causing Spider-man to jump, slipping off the gargoyle and barely grabbing it again in time before he fell.

"Sorry if I bothered you," Cloak muttered quietly "But Dagger saw a car that fits the description coming this way and she thinks they're here."

"R-right, err, how'd you get up here so fast?" Spider-man asked while taking White Tiger's outstretched hand.

"Teleportation," He replied simply, waiting for further instruction.

"Oh yeah, forgot that." There was another awkward pause as he thought. "Ok, so tell Veil and Nova to go in via the roof or one of the upper rooms and get Iron Fist and Power-man up to speed." Spider-man ordered, to which Cloak simply nodded. "When we give the signal you and Dagger… enter and the rest of us will come in through all possible ground floor entrances." At the conclusion of this Cloak vanished once again catching Spider-man off guard, although this time White Tiger grabbed him before he fell.

"I get the impression that is going to get real annoying." She summarized and Spider-man nodded.

Danny and Luke had kept in the corner, wearing long clothes atop their costumes and using a baseball cap to cover their masks. They had explained that they wanted to see the manager, who was of course very busy and would take some time to see them about their complaints about the ATM ripping them off, so they had to wait. This allowed them to watch what was going on without being approached by security.

They had an earpiece on so to be warned when Shocker would arrive. "It's still silent." Luke sighed, getting butterflies from the anticipation.

"Maybe we should check everything is ok." Suggested Danny, who was watching a man enter the bank, touch the front wall a few times then leave. He nodded to Luke and edged closer to the spot, looking to see a small toy. He picked it up and turned it over, 'the king's prize' written on the bottom, he carefully brought it to Luke. "Was this what Fury said was at every scene?"

Luke looked at the toy and nodded. "Yep, this is it." He paused staring at it. "So this is his calling card then? It's a weird choice, fat man in a suit, not very well made either seeing how half of it is purple." He carefully snapped it open, finding it was hollow, and let out a sigh of relief. He pressed his earpiece "Power-man in, a man just exited the bank, definitely related to the Shocker, so we can confirm Fury's suspicions."

"So that's that sorted, Shocker should be here soon" Danny concluded, leaning against the wall once more. "Hey, I feel like watching a few Bruce Lee movies later, you in?"

"Dude, we just watched a marathon of Kung fu movies yesterday, I really need a break from them."

"No problem, I was just feeling nostalgic." He sighed.

There was a pause as they stood together. "How many months left?" Luke asked, a hint of worry in his voice.

"6." Danny replied as they stared at the door way.

There was a crackle over the earpiece "Hi guys, this is Dagger, he's coming so get ready."

They nodded and moved towards either side of the main door, ready to ambush him once he came in. There was suddenly a return of the crackle "Disregard Spider-man's layout, their car isn't stopping!" She yelled and they realised just in time what she meant, jumping from the wall as it smashed inwards and the van barged through the door.

The van was reinforced and seemed to have taken minimal damage; a couple security guards ran forwards and pulled out their side arms, barking orders for the people inside to get out. There was a pause and the passenger door opened, a man exited in a yellow and brown costume with a net like pattern, wearing two gauntlets.

"Officers, it may be best for you to stand back." He smarmed and lifted his arms quickly, pressing a button on the gauntlets and blasting the two with a punch of air, sending them flying into a wall and knocking them out. He looked around and picked up a woman who had fallen to the ground in shock. "Sorry miss, but it seems that you'll be our hostage for this evening, but don't worry, as long as you do nothing stupid you should be fi-"

At this moment Iron Fist, who was only a few feet away punched him in the back, knocking him down to the ground. He twisted and flipped up, cracking his neck side to side as he stood there. "What is this? Junior super-heroes? Where the hell is Iron Man? Where the hell is my respect?" He took a stance making it looks as though he was about to fight back then made a signal with his hand and the van pulled forwards at Iron Fist, who jumped back to dodge it, however Shocker hit him in the chest with a well-placed blast of air. "Well, I was expecting an Avenger soon, but I guess I have to really earn my place."

He heard a step behind and twisted his arm, firing at Power-man, who had just gotten up as well. He was pushed back a few feet but not much. "That all you got?" Power-man smiled.

"Actually, no." Shocker taunted, firing again with a greater output and knocking Power-man off his feet. With Power-man down, he turned towards the van, "I don't pay you idiots to stand around, get the money!" He yelled and 3 men jumped out of it, then proceeded to run towards the withdraw desk, shouting for money. "One of you grab the green kid, he looks like a good hostage."

"Not on my watch!" Power-man growled and leapt, however Shocker hit him again in the chest, causing him to fall at his feet. He quickly stepped back before Power-man got up and they stared at one another. Power-man smiled and touched his earpiece, "Nova, he should be in the correct place." Shocker was confused by these words, and then he noticed the crack in the ceiling, growing larger.

Too late he tried to jump out of the way and a blast of energy hit his leg, knocking him down. He clutched at it and looked up. A small hole had formed in the ceiling, large enough for someone to enter from, and 2 other super-heroes stood up there. "How many of you brats are there?" He looked to the front door and saw even more coming. His exits were closed off. On top of the 4 already in the bank there was also White Tiger and Spider-man, who entered either side of the van, and Dagger who entered through the back and taken down his cronies with her powers.

Cloak suddenly appeared in front of him and Shocker fired at him in surprise, however despite hitting him square on the chest nothing happened. The cloak began to outstretch and Shocker could see nothing but darkness. Beneath his mask he grimaced and jumped back, this time firing at Cloak's face and had success, knocking him down.

"Cloak!" Dagger screamed, running towards him and leaving herself open, Shocker waited a moment before blasting, sending her body into Nova, who had just jumped down, and knocking the two out. He stood up, brushed himself off and looked around. His subordinates were down and there were still 3 heroes to deal with, and with how things had been going so far there was a high chance of the others getting up soon. He sighed. There was nothing for it then.

"Hey fishnets, give up now and we won't have to kick you to the police station." Spider-man taunted, stepping forwards.

"Funny." Shocker frowned, firing his gauntlets at him, but Spider-man leapt out of the way while simultaneously shot a web at them, jamming them. "You've got to be kidding me."

"Nope, we deal with second rate villains like you all the time, so just surrender quietly or we'll have to fight seriously." Spider-man advised a hint of threat in his voice.

"You raise an interesting point, and in reply." With that Shocker pulled a device out of a pouch around his waist. There was a moment of quiet, Veil had picked up Dagger and Nova was beginning to wake up, Cloak had stood to full size and was approaching Shocker, Power-man was supporting Iron Fist and White Tiger was helping evacuate the civilians. Spider-man's spider sense echoed in his head and he jumped towards Shocker, firing his web-shooters at the device. But too late and Shocker hammered his thumb down on a button.

The ceiling burst in in a fiery explosion, the sound was defining and caused Spider-man to recoil. Chunks of debris hit him in the head knocking him out and trapping him, the flames began to spread and Shocker grabbed a bag from one of his unconscious mooks, filled with bills, and ran. White Tiger went to grab him, but saw how the flames were spreading, and that most the team were unconscious or under rubble.

"Do you really have time to focus on me and not your team, girl?" Shocker smiled, and in the moment pause he blasted her with his gauntlets, having ripped the webbing mostly off.

At the same time Cloak, who had become intangible to avoid the falling debris, swiftly glided to the rubble Dagger was under. "Dagger! Dagger! Can you hear me!?" There was a muffled reply and he tried to pull it off her. "Help!" He snapped at Veil, who stood in shock.

"I… She was next to me and I…" She stuttered staring at the rubble.

"Veil," White Tiger shouted while getting herself up and grabbing at the rubble trapping Spider-man, "If you're able to, go after Shocker and use sleeping gas to take him out, it's better than just standing around."

"But I need to be in a confined space to do that." Veil said, still staring at the rubble, transfixed. "I shouldn't have turned into gas, I shouldn't have let go."

"What, and add another person to save. Since you can't help with taking out Shocker then move some rubble. Veil do something!" White Tiger yelled, pulling a particularly heavy chunk off of Spider-man, and pulling him out.

The order snapped Veil out of her state and she ran over to where Cloak was, pulling a bit of debris from above Dagger, finding her arm. Dagger moved it around and Cloak ran over, holding it, then the two pulled the surrounding rubble allowing them to pull her out.

"Good, now we just have to rescue everyone else." White Tiger gulped, and the three ran over to the closest pile. By this time the flames had spread further, blocking the entrance and getting closer to the trapped people. There was the sound of screams and crying from above. "There are people up there too?" She began to see the danger they were in.

Suddenly there was a crackle of rubble and Luke burst out of one of the piles of debris, holding Nova and Iron Fist in either arm, he looked around and saw the situation. With a worried frown he ran forwards, barely avoiding the tongues of the flames. "This is bad, I think Nova smacked his head and Iron Fist is bleeding."

"Dammit, how did he get a bomb up there?" White Tiger snarled. Her ribs were stinging from being smacked against the wall. There was a sound from her arms and Spider-man moved out of them, hitting the floor. She went to grab him but he raised a hand then got himself up.

Staggering, he looked around. "Where's Shocker?" He asked groggily.

"He got away." White Tiger replied, moving over to pick some rubble off one of the employees, helping him out. She felt dizzy, the smoke was getting to her. It was getting to all of them.

Spider-man touched his ear. "Iceman come in, did you see Shocker." He coughed

"Hey Spider-man, following the guy now, he's on foot and in the open, so should be an easy catch."

"Be careful he's tricky. Also can you help with the fire? Because we may be screwed here."

"Not really, heat screws with my powers, I'm sorry. I called a fire brigade when I saw the explosion."

"We may need some more immediate help. Focus on Shocker, but before I go, one quick question."

"Yeah."

"Where the hell is the Human Torch!? He should have been with you."

"He's coming right at you now."

"Huh?"

At that moment the Human Torch flew through the burst open doorway and floated there, with a grin he chimed, "Hey looks like you guys need a hand," and with that he began to pull in the flames, absorbing them and putting them out. After a few moments they were all gone and he touched down on the floor then flamed off. "No reason to thank me, I looked over my shoulder while catching up with Iceman and thought you needed a hand."

"Where the hell were you!?" White Tiger yelled.

Johnny grabbed her and Spider-man and took them to a corner, then whispered, "I was trying to grab Shocker before he got here, so I went looking for him. I thought it would be better to catch him first rather than use the bank as bait."

They stared at each other for a few moments. "Was that all? Cause we've been yelling at you to get over here since he turned up." asked Spider-man

"Well that and I saw this really cute girl on the way, and she was feeling a bit down so I tried to cheer her up. Got her number too, so that's good."

"So not only did you leave your position to try and get the glory for yourself," Spider-man began to summarise.

"Wait, that's not exactly tr-" He interrupted but was cut off.

"But then you flat out abandoned us for a girl. Did the explosion get in the way of your time? God, I thought Nova was bad, but you take the cake Johnny."

"Fine, fine, sorry. I thought you guys could handle one simple c-list super-villain." Johnny frowned, behind him White Tiger was glaring at him. "What now?"

"Iceman is pursuing Shocker, maybe you should help." She growled behind closed teeth. "After you messed up so badly finding him the first time we don't want to risk you losing him again."

"Ok, but shouldn't I help here fir-"

"Get Shocker before I kick you six ways to Sunday." White tiger hissed, and Johnny, realising that chasing the super villain was much safer than being amongst the rest of the team right now, flamed on and flew like a bolt.

Iceman created a U bend in the ice and slid round the alleyway, Shocker just below him. The man cursed and fired up at him, breaking the path in front. Iceman fell down and rolled forwards, standing up without a scratch.

"More teenagers, do you think I'm a joke!" Shocker yelled. His left gauntlet had broken due to firing without properly removing the webbing, but the other still worked fine, he could take this kid.

"Yeah, pretty much." Iceman answered honestly.

There was a pause. "Wh- How?!" He yelled, rage causing Shocker to find it difficult to think clearly.

"Do you need to ask when you dress like that." Iceman scoffed, noticing how Shocker was standing, a little more of a push should do it. "I mean, I know that your mummy tried with it, but you should have used a professional designer."

"You know what, I'm done with this!" Shocker yelled, jumping at Iceman in rage.

Iceman simply froze him in place. "Well, that was easy." However as he began to turn his back, the ice broke as Shocker fired the gauntlet from inside. He pushed Iceman back with a kick and lined up another shot.

"Take this you annoying freak." Shocker shouted, but Johnny appeared in front of him and heated the gauntlet slightly. Shocker screamed in pain and pulled it off, Iceman freezing him as he did so.

"Was that necessary?" Iceman asked, looking at the obvious burn on the man's arm.

"I just melted the circuit inside, and we needed to get rid of it, you should see the crap he pulled with those things. The burn will fade soon anyway." Johnny replied, keeping away from the ice. "So what do we do with him now?"

I'll take him," Fury answered, standing behind them.

The rest of the team spent a while finding everyone inside and getting them out, including those upstairs. Once they were finished a black hummer with tinted windows turned up. Agent Coulson stepped out and nodded for them to get in, except Cloak and Dagger, who he gave directions to and they went on their own, using Cloak's teleportation. The drive took some time and so they asked Coulson about Johnny and Bobby. "They're fine, Fury found them when he picked up Shocker and so gave them a lift."

"Well, looks like Johnny did do at least one thing right." Sam yawned, holding a pad to his head, which had cut when his helmet dented in.

"Damn idiot, I knew he'd do this." Peter groaned. He looked in a mirror to notice that he had a nasty black eye forming, "could be worse" he muttered to himself.

"How'd you know?" Luke asked, he was physically fine, but felt ashamed that he had gotten trapped under the rubble.

"It's Johnny Storm; the guy has no sense of responsibility. He's a hero, sure, but he gets so easily distracted. The Thing whined about it to me last time I saw him." Peter sighed.

"So like Nova if he was actually useful." Ava joked from a seat behind.

"Ha ha, very funny." Sam replied, "How you guys doing in the back anyway?"

Danny had had a concussion and was still feeling sick. He had a bandage around his stomach, where he had been cut by a piece of rubble, although not so bad he would need stitches, and was applying pressure with one hand, the other holding a sick bag.

Next to him sat Ava, who was keeping her eye on him. She was fine apart from the pain in her ribs, which was fading even now. Finally next to her was Maddy who was simply staring out the window, feeling almost as if she shouldn't be there.

"Hey, Veil, are you alright there?" Luke asked and she looked up and nodded.

"I'm sorry about not being helpful." She said tearfully.

"Huh, don't worry about it, we all screwed up there." Luke answered, looking at Ava for some help.

"Err, yeah, I mean, at least you kept your eyes open and avoided the rubble, unlike a certain team leader." She smiled, winking at Peter as he turned around.

"Yeah, joke about that, but I'm the one that has to deal with Fury after this and you know he'll bring that up- Danny, you alright?" Peter asked, interrupting himself as he saw Danny leaning forwards.

"Could we pull over soon?" He whispered, holding the bag to his mouth. Peter looked at Agent Coulson.

"Don't need to, we're here." He answered and Peter looked around, it was an abandoned warehouse on the outskirts of New York City.

Coulson got out and the team followed. They entered and looked around, it was completely empty, yet he continued walking, stopping at an incline in the floor. He leaned down and pushed his hand against a spot in the centre, and after a moment a key panel opened. He quickly tapped some numbers in and the incline opened up, revealing a door way.

"So a secret room in an abandoned warehouse, I swear I saw that in a movie last week." Peter joked and they followed.

The hallway was long and damp, with little illumination, always tilting downwards so to go under the city. "The predecessor of S.H.E.I.L.D. worked on this place, it was supposed to be a secret bunker for during the 'Great War.' It was a good secret, we didn't even know about it until recently and that was when Fury stumbled upon the documents by accident. He had this place modernized and then destroyed all records of it." Coulson explained, and as Peter looked around he noticed just how old the place was. The bricks were cracked and obviously discoloured with green moss covering them. He had to wonder what was down here.

"Wait, so someone managed something like this is the First World War?" Ava asked, stunned.

"We couldn't believe it either; we're guessing they had some help, an extra-terrestrial or an Asgardian perhaps." Coulson postulated.

They walked for what must have been 10 minutes before reaching a dead end, Coulson pushed on a brick and the wall pushed back, he slid it across and they reached a common room. It was weird after the tunnel to find the place, as it was filled with modern items, a large screen T.V., a leather sofa, modern lighting and towards the back a series of beds. There was also a set of stairs that led up to a second floor.

"We renovated this room and added that wall to increase security, press the wrong brick and an alarm sounds which alerts anyone inside to what was going on, as well as locking the wall until someone inside unlocks it or 12 hours pass." Coulson explained.

Sitting on the coach watching the news was Johnny and Bobby, the later stood up and waved while the former simply turned and nodded. Maddy edged towards them, and sat on the sofa next to Bobby.

They looked around and saw Tyrone and Tandy sitting on one of the beds talking to each other, they noticed the rest, smiled and got up to greet them.

"Enjoy the ride?" She smiled.

"It was peaceful, although it would have been better if Danny wasn't still recovering." Luke replied, pointing at Danny who was sitting in the corner.

Coulson approached him and gave him a tablet, "Emetrol, should stop the sickness." Danny nodded and took it.

"Forgive me for being like this." Danny muttered, trying to get himself up. "It is a very impressive place, but why show us it?"

"Because you need to know." Fury replied, standing above them on the stairs. "This place is a safe bunker for you if anything goes wrong, and it is independent of all other groups and that includes S.H.E.I.L.D."

"Correct me if I'm wrong, but aren't you a member of S.H.E.I.L.D.?" Asked Bobby jokingly, looking away from the TV.

"Yes, but not while here. This was all set up unofficially, all the people involved where loyal to me personally, not S.H.E.I.L.D. or the Avengers." Fury explained.

"So basically only we know of it, but why?" Ava asked.

"Because I am the director of S.H.E.I.L.D., but I am not S.H.E.I.L.D." Fury answered, looking at a patch of wall above them. "I cannot watch all aspects of my organization and I cannot stop everything that is going on. So if, one day, something goes south and you need to hide, this place is where to do it."

"Why, do you think things are going bad? Don't tell me you also have a spider-sense." Spider-man joked.

"I do not need one to see the patterns." Fury answered simply.

There is an office in Missouri, which from first glance seems almost abandoned. It was clinically cleaned, with bare white walls and a single, filled bookshelf, with the books carefully organized in alphabetical order. There were no pictures in the office, no certificates and no ornaments bar a small American flag located in the corner, folded up. This meant attention was drawn solely to a desk in the centre of the room.

The desk was neat, almost unnaturally so, papers carefully placed in their correct draws, with near perfect overlap, pens lined in a row, and not a speck of dust upon the surface which had been waxed until it gleamed like a mirror. And at it, sat Senator Kelly. The man was in his late 50s and was balding, like his father and his father before him. He was proud of that, he felt he was continuing a proper tradition. His clothes were ironed so not to leave even the smallest of crease, and he did it himself as he felt he was the only able to do it properly.

In front of him was a series of polls, with neat little annotations on the occasional word and Captain America circled, almost as if it was done by another person. Atop the report was the title: the Mutant registration act.

Senator Kelly slowly removed his glasses and rubbed his eyes, letting out a small sigh. A couple years ago the mutant registration act was rearing to go, but then that damned captain had to open his mouth and speak out. The act was considered racist now. He was considered racist.

He delicately picked up a glass of water and took a drink, continuing to look at the report. The mutants were not, as a whole, bad people but he knew that they were dangerous. But even a good person with a weapon is still carrying a weapon, and at any moment they could mess up. And that is ignoring the more malicious and corrupt members of their lot, people like Magneto or Apocalypse, who wanted this world to be there's.

They were human weapons and should be treated as such. He looked at a report from a fellow supporter of the movement, who happily used the word 'freaks' in it. He disliked this term, but the people who thought like that could be used, they follow that hate. And he had used them well over the first 3 years of office. But a lot of them were, unfortunately, patriotic to the point of insanity too and so they loved Captain America and when he spoke they rallied behind the idiotic speaking flag.

"Well, human weapons have to stick together" he sneered aloud. And at that moment he had a realisation. It was one that was beginning to spread across the nation, one he had almost grasped before but had always slipped out of his fingertips, it was one that he could use to fix everything.

Why was he solely campaigning against mutants?

The supers were just as bad, they were just better publicised. But there were those thuggish heroes like Spider-man, who J Jonah Jameson had told him all about, your taxman's dream in the form of the Avengers, who had destroyed yet another wonder of the world attempting to save it, and, of course, those bastards that actually killed. They were all accidents waiting to happen, just like the mutants.

He smiled to himself, Captain America had said that mutants should be treated with the same respect the Avengers were, and he had even encouraged a few to join. But that was a double edged blade, if they made a mistake, he would bring them all down. And they would make a mistake, humans always do.

He lay back in his chair and pulled a blank sheet a paper out of a draw, so to begin the writing of the Super-human registration act. He would have them all, just like the good captain wanted.

"So, what do you think?" Ava asked as they walked back to Peter's house. Coulson had reheated some frozen Chinese for their dinner, so they had that before leaving the base. The 5 new members had headed back to the Tricarrier together, still uncertain of their place in the team, but the rest wanted to walk Peter home.

"Fury is getting paranoid, but it explains why he doubled our size. Guess he thinks a storms coming." Peter surmised, heading down to the subway.

"Maybe, which means we should also be wary, he isn't the type to just suddenly get so jumpy." Luke mused.

"Hmm, maybe. Nevertheless we need to be careful with the newbies, they're not exactly used to the super hero thing, bar the idiot." Peter replied.

"Agreed, however with more training our allies should soon be at our level, and then we will be more effective than before. Perhaps then we will be put on a mission alongside the Avengers." Danny urged.

Peter stopped, by now they had fought the Goblin, Doc Ock, Dr Doom, and even Loki a few time, but never have they been Avengers class missions where the state of the world was in the balance. That's why most of the team joined, to a degree it was what he wanted. Maybe they could be the ones to take down Red Skull once and for all.

"And hey, the sinister six will be screwed." Sam chimed in.

"I would love to see the look on Doc Ock's face when he realises he is out numbered." Peter laughed.

"I would prefer never to see that group again if possible." Ava whispered and Peter knew why, Kraven.

"Don't worry, that was just a thought, we probably will never see them again. Most of them are locked up so far in S.H.E.I.L.D.'s prison I doubt even Fury knows where to find them. And Doc Ock won't do anything on his own any time soon." He comforted.

"Thanks." She smiled.

As they had reached the subway Peter said he would go the rest of the way on his own and they bid farewell. Peter sighed as he got on the train. School tomorrow.

"Hey Maddy?" Bobby asked, as he sat in the chair in his room. "You alright, how come you ran to us when you got to the secret base?"

"No reason really, I just found it awkward being around the old team." She answered, turning to Johnny, "You really pissed them off too."

"Eh, they can deal with it. I tried to get Shocker before he committed another crime; I thought that would be more useful than letting him blow up a bank." Johnny yawned.

"Well maybe breaking rank and running on a wild goose chase wasn't the best idea." Bobby said, not hiding the sarcasm.

"Spider-man's the comedian, Bobby." Johnny replied, throwing him a bottle of coke from the cafeteria, Bobby caught it and cooled it down. "I just thought that the best way to get us in with the original members was to do something big, I know full well how tightly knotted groups can be and that you need to stand out to get in them."

"I don't think I'll be kept around, I was useless in the mission." Maddy sighed, slumping in a chair.

"Hey, chill, everything will be fine. One bad mission means nothing, and anyway there was nothing you could have done other than help the trapped. Shocker never gave you a chance to turn into sleeping gas." Iceman smiled, taking a sip of his coke. "Ugh, Pepsi."

"Hey, did you make another ice joke during that speech, cause I swear your sounding like Mr Freeze from Batman and Robin." Johnny laughed. "Hey, so are Cloak and Dagger joining us or?"

"We haven't heard anything; I think they might be upset with us though." Maddy said, catching a coke bottle from Johnny, she leaned over to Bobby, who cooled it down.

"Tandy doesn't seem the type to get angry like that." Bobby said confusion in his voice.

"It's Tyrone," Maddy replied, taking a sip of her drink.

"How come?" Johnny asked.

"Cause I let go of Tandy to dodge the rubble and because you were somewhere else. Also was it true about meeting a cute girl mid-mission?" Maddy answered.

"Yeah, in retrospect that was stupid, but I though 'oh well, that guy can't be too hard to take down,' didn't realise he had a bomb. I feel like crap about it." He said, shame clearly audible in his voice, "…But you should have seen her Bobby, seriously, a definite 8."

"Johnny!" Veil yelled.

"So an eight is like who?" Bobby asked.

"Bobby!" She yelled again.

"Joking," he smiled and glanced out the window. "Looks like the rest are coming."

"Ty, what's wrong." Tandy asked, holding his shoulder. They too had just sat down in one of their rooms.

"I knew that we shouldn't have come here. It's too dangerous." He gulped.

"Yeah, well we had no choice. Fury wasn't exactly subtle about what would happen to us if we refused." She snapped, causing him to flinch. "Sorry, Ty, I shouldn't have said it like that."

"It's no problem. I know this is also hard on you." He replied, touching her hand. "At least the old team seems nice, unlike Maddy who let you drop at-"

"Enough OK. She is obviously not ready for this and made a mistake, don't hold that against her," She requested, taking his hand and holding it tight, "and yes, they did seem nice, didn't they."

"Tandy, I still think it may be a good idea to look for a way out of this, just as an insurance plan. If Fury thinks there's a chance of things going bad I want us as far away from here as possible."

"I'll think about it Ty, but for now try to make friends. This is essentially our only way to do so."

Shocker looked around the room. It was faintly illuminated by a single bulb in the ceiling which barely lit any of the shadows. They had stripped his costume off, including his mask and placed him in orange overalls, then tied him to the chair. He frowned as a man walked into the light. "You know orange isn't really my colour."

"Shut it Herman." The man replied.

"Oh, I know this voice, Director Fury, nice to meet you at last."

Fury put his face inches away. "Where did you get the bomb and how'd you get it up there?"

"Well, I sent a little pixie up to the dynamite shop and she flew all the way to the bank, smiling at all the children along the way. Or maybe I just know a guy?" Fury stared at him for a moment then hit his hand with a hammer. Shocker gasped in pain and Fury grabbed him by the hair, pulling his face up to look him in the eye.

"I know that you don't have the connections to make that happen, you're a good bank robber, but not a people person. I was surprised to see you actually have assistants now."

"What you know about connections?" Shocker spat, Fury wiped his face then punched Shocker to the floor. "Didn't know you were a sadist, bet that makes dating a challenge."

"Herman, who is the Kingpin?" Fury asked calmly, and Shocker disappeared, leaving the fragile man called Herman Schultz for a moment.

"That- How do you know he… I can't." Herman stuttered in fear.

"So there is a kingpin then? No one ever confirmed his existence to me before." Fury smiled.

Shocker cursed, "Dammit, I thought you knew."

"I had my hunches, and I knew you were just the right man to confirm them, not important enough to be loyal, but just important enough to know of his existence, so who is he?"

"He never met me in person, used a guy called Hammerhead instead."

"Interesting, never heard of him, so where can I find Hammerhead?"

"You don't find him, he finds you."

Fury sighed, "Let me try this again," He said, lifting his hammer, "Where can I find Hammerhead?"

"Fury, I'm not scared of you more than I am of him. No matter how hard you try, he is much, much worse." Shocker said, looking directly at Fury.

"And whys that?"

"Cause at most you can kill me, and that's the least Kingpin can do."

Kingpin sat above his empire and smiled. So what if he lost Shocker, there were so many other good people in his city to use instead, the drugs trade was booming and the loan sharks had never made more money, which in turn meant he was richer than ever. S.H.E.I.L.D.'s omnipresent Tricarrier did nothing to dissuade the common criminal. Just as he liked it.

He stepped over to a decanter and poured himself a drink of Scotch, he swirled it in the cup and took a sip. He had spent so long in that office that it was now filled with memorabilia and tokens of appreciation. He had souvenirs stolen from the corpses of his opposition, including his masterpiece, The Hood's hood stolen from his bleeding husk, which he hung from one of the walls. He had a bear in the corner of his room which he had been a gift from a hunter for letting him into the city and providing weapons.

There was also a collection of model ships from a captain who had set up a smuggling ring; unfortunately someone offered a better deal and the captain had gotten upset so he had to be offed. Still it was a nice gesture while it lasted. His second favourite thing, though, had to be the boxing gloves that belonged to that damned lawyer Murdock's father, taken from him as he was beaten to death. Whenever the lawyer entered he was sure to put them as close as possible to him and watch, taking advantage of his blindness. It was always so enjoyable to see him trying to be polite and courteous, trying to trip Fisk up and get something to use against him, while the evidence of his father's murder lie just feet away.

Smiling he returned to his seat. It was a lavish chair, personally designed for him for maximum comfort. He liked it so much he actually paid full price and gave the man a tip, something he hadn't done in 5 years. He stretched and picked up a phone. "Carol, can you put Mr Lincoln on the line, we need to talk about some problems I've been having." He asked.

He heard the call connect and waited. "Mr Fisk, how are you?" A voice answered.

"Good, good. Tombstone, how would you like a job?" Kingpin smiled, tapping his fingers on the desk.

"Would that be enforcement or sending a message?" Tombstone asked and Kingpin could hear him fumbling for a pen.

"A message please. The location should be a high school, you chose which one. I don't want any fatalities, but make count." Kingpin said, taking a sip of his drink. He swirled it around as he waited for a reply.

"So… 6 kilos of C4 should get your point across, I'll put it in a good place. You sure about the no casualties thing?"

"Oh, I didn't say that, just no fatalities." Kingpin smiled, "Good luck."

The alarm clock sounded, waking up Peter, sighing he slumped out of bed and carefully unlocked the box which contained his Spider-Man costume; he slipped it on and picked out his clothes for school and neatly put his books in a bag, then headed down the stairs. Aunt May was still asleep, so he poured himself a glass of orange juice and quickly gulped it down, before heading out for his morning patrol. In 4 hours he would be back in school.

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So this is my first fanfic and I plan to continue it for a while longer, so any constructive criticism would be much appreciated. I also should note that I was taught the English spelling over American spelling of words, so there may be a few differences (color and colour, etc).

I've been watching Ultimate Spider-man since around Back in Black and although I consider it to be a very confused show (trying to be a solo Spider-man series, a team series and a batman: the brave and the bold style cross over series all at the same time, meaning none of these factors get the proper attention they could have) there are many episodes that are very strong and cause me to enjoy it, despite having all the little nit-picks. However as I watched I wondered how change would effect this continuity and so decided to play around with it somewhat.

I always love the concept of change in series like this, bringing in the new to alter the status quo, and how it can lead to a domino effect, causing familiarity to crumble and new things to become accepted. I must admit that some of the cast I have added I have not had as much interaction with as I would have liked so they will probably be a bit out of character, however I wanted to take a broad range of characters from different teams to play around with and I felt these were the best characters for that, rather than just adding half the X-men and Avengers Academy characters because I know more about them, turning it into a cross over series over an expansion to Ultimate Spider-man.

I added the Human Torch as I used to watch a lot of the 90s marvel cartoons while growing up so have memories of the fantastic four as well as knowing the friendship in the comics between him and Spider-man, although that may take some time to form here. Seeing as how marvel commonly states the fantastic four are the first modern day super heroes in its continuity I decided to play up the experience to give him a degree of smugness and a big headed behaviour on top of his fun loving personality, which I hope does not get too annoying and I promise will be developed upon.

Veil was added due to my difficulty writing another planned character, and the avengers academy comics being close to hand, and I'm sorry that she is not as iconic as the others and is unrelated to spider-man unlike most other new members as well, but I find her easier to write for due to some key parts of her character in the comics.

Iceman, Cloak and Dagger I read up on a bit more and had more ease writing than the aforementioned dropped character, deciding to play up a duo thing with Cloak and Dagger, having them have an introvert and extrovert personality respectively (which may be an over exaggeration on my part but I digress), and with Iceman being a normal guy bar his terrible ice puns (which I know would not be seen in the comics, but I wrote one and just kept on going) he was added as I wanted to have a mutant on the group and while researching the younger ones I saw some good scenes from the ultimate spider-man comics which I found to endear him to me.

Finally the exposition of the mutants was needed to set the scene of the story, as I have always had the view that although you can hate mutants or like them, you cannot properly give a good explanation for liking the rest of the community, they are supers regardless of what people say. It has always confused me.

I hope you enjoyed the read (which I know was a bit of a long one for a single chapter) and thank you very much for your time.

Edit: Had to re-upload due to some issues with transferring erasing the paragraphs. I still can't work out how to make them work, I tried ctrl + enter, shift + enter, double spacing each line and so on, still nothing. If anyone can help with that it will be much appreciated.