Disclaimer: I DO NOT I repeat I DO NOT OWN any of these characters in fact ALL CREDIT goes to MARVEL, STAN LEE, and of course DISNEY. I AM NOT MAKING ANY money off of this story, NO MONEY is being exchanged or handed to me I can assure you. SO I ask Please DO NOT SUE ME, okay I ask again PLEASE DO NOT SUE ME! I have no money I promise you….I really don't….anyway on with the story.

Hello all and welcome to my new story…..that's right you read it right my new story, Secret Warrior: Spider-man. This story has been in development for a while and I recently got a huge muse influx for this story and I can't concentrate until I at least get the first chapter out to see what you readers out there think. I know that there aren't many stories like this out there so I'm hoping I can set the bar. Now be warned though this story will get kinda dark and gray in some areas mostly because this is my attempt to dive into the spy world and some times things in the spy world get kinda…dark, but also I'm not gonna skip out on the humor and fun that spies probably have, hopefully I can balance out both aspects perfectly, but it will be up to you readers out there to tell me how I'm doing, so Read, Review (Feedback is Golden) and most importantly ENJOY!...on with the story.

Rated: High T (Language and situations) and probably M later on, I'll make an announcement for when or if it changes

Chapter 1: The End…or The Beginning

Czech Republic: Prague: January

The white snow spread across the capital city Prague for miles. The snow came up to the ankles, but that in no way stopped the buzzing of life that filled the beautiful city. Men and Women went about their daily lives as usual; people were shopping, eating out with friends, and just enjoying life, everyone but one man. The man's name was Richard Parker. Richard Parker was a handsome man that stood at 5'11, with chestnut brown hair, brown eyes, tan skin and he looked to be in his early 40s. He had a lean build that was covered by a thick brown coat that shielded him from the biting cold weather of Prague. Richard walked down the street until he came to a small bagel shop located at an intersection that had a clear view of every street and all of the people that passed by the shop. Richard stopped and then turned and looked around with an expert eye in every direction for anything suspicious and when he didn't see anything he quickly entered the shop.

Inside the Bagel Shop

The Bagel shop was full of life as well; the people inside the shop were loud and joyous. They were eating their bagels while enjoying hot cups of coffee. Richard maneuvered through the shop until he came to a booth that was occupied by a seemingly old man with gray hair and who looked to be in his eighties. Richard stopped at the booth and he looked at the older gentlemen

"Excuse me sir….but is this seat taken?" he asked

"Only if you sit down young man" the old man replied

Richard smirked and then sat down on the opposite side of the older man. He looked around again; searching for anything out of place, but his search was interrupted when the older man started to talk.

"We're clear Richard…..and people say I'm paranoid" he said.

"You are Paranoid…but paranoia is probably how you and I are still alive" Richard responded.

"Ah the life of a spy" said the older man with a smirk.

Richard Parker was indeed a Spy, just like the type everyone reads about. It was his job to obtain secrets and information from dangerous people, manipulate assets into revealing information about their organizations, blend in and disappear from public eye without a trace. Richard did all of those things and he was extremely good at his job, so much so he had earned the respect of one of the greatest spies known to man: Colonel Nick Fury, the man he was sitting across from.

"I see Doctor Nemesis finally got around to perfecting that image inducing tech that I swiped from that Leviathan organization" said Richard looking at the older man.

"Yeah, but unfortunately Nemesis is a bastard and he only created one before he slipped off my radar….but I'll find him again" Nick replied.

Nick Fury was the leader of the clandestine and peace keeping taskforce known as S.H.I.E.L.D. So far only a select few in government knew that the organization even existed. S.H.I.E.L.D.'s main goal is to protect the U.S. and her allies from terrorist organizations around the world and there were dozens of them. Organizations such as: A.I.M. which is composed of super intelligent individuals who want to rule the world through Science, there was also Hydra who just wanted to rule the world with an iron fist, and then there was Leviathan, an organization that not even Nick himself knew a whole lot about, but that would change shortly. Usually Nick wasn't an old man, he was a man that stood at 6'2 and weighed about 220lbs. He usually had black hair with gray around the sides, tan pale skin, a 5 o'clock shadow and a black patch covering his left eye. Nick also usually wore his standard S.H.I.E.L.D attire which composed of a dark navy blue suit, with a white belt holder which held both his guns, but now Nick was in disguise so he wouldn't blow Richard's cover.

"You do have a knack for finding people" said Richard. The disguised Colonel leaned back in his chair and looked at the man across from him.

"Richard you took a risk in contacting me…we did the friendly small talk…..now tell me why you wanted to see me?" said Fury seriously

"Alright Nick…I'm gonna be blunt with you….I….We that is, Mary and I want out" he said seriously staring back at Nick. The two men stared at each other for a second letting what Richard just said linger in the air. Nick rubbed his wrinkled chin and he let out a sigh.

"Richard please tell me you didn't call me all the way Prague to tell me you want out"

"You're damn right I did Nick" Richard replied.

"Richard you and Mary are too Goddamn close to quit…" Nick started before he was interrupted

"We understand how close we are, but…." Richard started before Nick interrupted him.

"No I don't think you do" Nick growled slightly leaning forward "You said it yourself in your last report The Red Skull has given both of you his blessing to be inducted into his trusted circle…this is it Richard. This is what you and Mary have been working you asses off to achieve and you want to throw it away…why" asked Nick forcefully before he looked around just to make sure no one heard him raise his voice.

Richard let out a sigh and he looked at his friend/boss with tired eyes.

"There comes a point in a person's life Nick where…where they come to realize what's really important…and…"

"Richard is this going anywhere, I'm very busy I got 99 more problems to deal with today" Nick interrupted in a gruff tone.

"Mary is Pregnant Nick" he blurted. Fury leaned back in his seat again and he looked at Richard with a curious eye.

"How? I thought the doctor said she wouldn't be able to have a kid after she got shot"

"No he didn't say that Nick you heard what you only wanted to hear, the doctor actually said that because of where the bullet hit she now only has a 20% chance of having a child, well we beat the odds…..Mary is having my baby and Nick we can't risk anything happening to our miracle child….so we want…need out" said Richard with finality.

"No" replied Fury simply

"What do you mean no?"

"Just what I said No…you are in too crucial of a point to quit now Richard in a few months you'll meet the Red Skull in person. No one in Shield has ever gotten this close all you have to do is hold out until then and slip him some poison and the war is over"

"And what happens if its not that simple Nick and bullets start flying and Mary gets hit again, but only this time its not just her life that's in danger anymore it's the life of our unborn child" Richard asked.

The two stared at each for a long minute again neither saying anything to the other, but they both could read what the other was thinking through their facial expressions. They were angry at each other for the positions they found themselves imbedded in and neither was going to back down.

"How's Mikel?" Richard asked Fury suddenly.

"…" Nick didn't respond to his question just continued to look at him.

"Or better yet how's Contessa, when was the last time you spoke to her when it didn't involve a mission" he asked.

"…"

"Don't know do you…..Your wife and your son Nick and you don't even know about their well being….you're missing out…."

"Don't tell me what I'm missing Parker" Fury growled.

"Well old friend if I don't tell you who will?"

"This is a war Richard we can't lose this battle."

"That's the thing Nick there is always a war or a battle going on but that doesn't mean we always have to fight in it. This is a young man's game now. Mary and I have given Shield and the US government 21 years of our life and you've given up even more. There are better qualified and better suited people for our jobs. It's time for us to move on with our lives and…."

"No it isn't… I'm the best at what I do Richard no one can run Shield like me and there are no better spies that I've seen in my life than you and Mary"

"Well Nick maybe it's time to give someone else a chance…..someone younger who doesn't have a family to think about"

Another silence passed between the two as they each sat there staring at the other. Fury shifted in his seat and began to rub his chin clearly frustrated by this turn of events. His two best spies on the verge of bringing down The Red Skull…one of the biggest terrorist leaders in the world and they wanted to quit. He could not let this happen.

"Alright Richard…alright, when is the Red Skull planning to meet with you and Mary"

"I don't know…..could be weeks from now, or could be months he didn't say he just said that He would be inducting us into his most trusted circle, something has him spooked I think" said Richard

"What would spook the Red Skull?"

"There has been some chatter in a few open channels about an extremely efficient Assassin with a metal arm."

"Any other specifics" asked Fury

"Well there is a name that I was able decipher from one of the messages, they say that this assassin goes by the name of the Winter Soldier"

"The Winter Soldier…..I'll look into it, anyone that scares the Red Skull is a friend of mine"

"Yeah well not me….because of this Winter Soldier and him killing people that the Skull had dealings with, and a few of his science advisors, everyone is being relocated" said Richard rubbing his eyes.

"Where"

"A place called Wundagore Mountain"

"I've never heard of this place"

"Which is another reason why I called you down here, I want to give you my latest invention" said Richard reaching into his pocket and pulling out a small circular lapel pin. He pushed it over to Fury who took it and looked at it, he turned it over and he saw some electronics on the back.

"What is it?"

"It's a small but powerful transmitter that can't be tracked by any outside signal mostly because the signal it's emitting is so small. Mary and I both have one, with this transmitter you can trace our exact location….I'm sure one your tech boys can analyze the one that I just gave you and can lock onto our signal and it also has an emergency…"

"Yeah I'll let the tech boys tell me the details after they examine it" Nick interrupted again.

"I forgot science was never your forte" Richard replied with a smile.

"8 months Richard…..give it 8 months if the Skull hasn't appeared by then I'll get you and Mary out"

"That's too long Nick, Mary will be showing by then"

"Showing but not ready to give birth…I promise if you give me 8 more months, I will get you and Mary out and you can retire on the small fortune that the two of you have amassed over the years."

"Nick…" Richard started.

"8 months"

Richard sighed and he rubbed the back of his neck, he looked at Nick and then he rubbed his eyes again.

'Mary is gonna kill me'

"Alright…..8 more months of solid intel. If the Red Skull hasn't shown his ugly face, we'll come in and get the both of you out…. deal" said Fury holding out his gloved hand

"….Shit….deal" replied Richard grasping Fury's outstretched glove hand. The two old friends shook hands, then they let go and Richard stood up. He nodded at Fury, and then made his way to the door; he pulled his brown coat closer to his body and then ventured out into the biting cold wind once again.

Nick Fury waited a few minutes before he himself stood up and then headed for the exit, but unbeknownst to either of them; their entire conversation was over heard by a man that was sitting a few tables away from them. He was wearing a brown trenchcoat and a brown hat. The man lifted his head once he saw that Fury had exited the bagel shop and his red mechanical eye glowed slightly.

"I knew there was something about that son of a bitch Smitz" he said to himself as a grin formed on his face, "Now, the question is what do I do with this information….hmmmm…..I believe I have the perfect plan in mind" he said to himself as he rose to his feet and made his way out of the bagel shop.

Prague- Apartment Condo- 20 minutes later

Richard Parker entered the luxurious Condo that he shared with his beautiful wife of the last 20 years Mary Parker. As he entered the condo the first thing he noticed was the black smoke coming from the kitchen. Richard's eyes widen and he ran to the kitchen where Mary already had the fire extinguisher out and was spraying the stove down to quell the fire. He began to fan the smoke away from the area as he made his way over to her.

"I hope….I hope that wasn't dinner" he joked as he looked at the charred black chicken that was covered with the white foam of the extinguisher.

"It was Dinner….Goddamn it….I can fight 20 people at one time, I shoot a moving target with ease, swim with sharks and yet I can't cook….." said Mary taking off her gloves and throwing them on the ground.

"It is a mystery" Richard laughed while looking at his wife. Mary Parker stood at 5'7 with short dark hair, light tan skin, a thousand watt smile. She looked to be a woman in her early 40s, but that didn't dwindle her good looks. Mary had a slim, yet curvy build, and was wearing a red blouse with a black skirt.

"Very Funny Richard" she replied swatting him on his arm, she then moved passed him and went towards their bathroom and began to wash the smoke smudges off of her face.

"So how did it go with Fury, did you put your foot down and tell him that we're out" she called out from the bathroom. Richard rubbed the back of his neck and went towards their couch.

"Well you know it went…." He started

"Speak up Richard I can't hear you" Mary called out from the bathroom.

"8 MONTHS!" he shouted out.

Mary walked out of the bathroom and towards the couch where he was sitting.

"Excuse me"

"We're still in for 8 more Months" he repeated

"ARGH! GODDAMN IT RICHARD! We talked about this…..We have to get out for the sake of our child…and not just any child our miracle child" she said

"I know…I told him that but….."

"Let me guess he talked you into agreeing for 8 more months, but Richard you know when you're dealing with Fury 8 months is not really 8 months…it's more like 2 years"

"No I told him 8 months and that was it" said Richard seriously "He knows this is it for us"

"I knew I should've went…..If I would've met with him we would be getting our fake deaths prepared right now."

"Oh please, if Fury knew that you wanted to meet with him he would've made up some excuse and he would've sent…"

"Contessa Valentina Allegro de la Fontaine" Mary and Richard said together, "the one woman on the planet I have a problem saying no to besides my mother God rest her soul" Mary said letting out a breath.

"Just like I have a problem saying no to Fury."

"Yeah you and everyone else…..but not me" she replied folding her arms

"Probably the reason why you almost became Mrs. Fury" said Richard with a smirk, "I mean that was until you met a dashingly handsome man by the name of Parker…..Richard Parker"

"Has anyone ever told you that you are such a square" she said smiling at his comment

"Part of my Charm foxy lady…..that not only captivated you, but also one Contessa Valentina Allegro de la Fontaine who was almost Mrs. Parker"

"Until that fateful mission in South America" said Mary walking towards Richard, she swung her leg over his legs and sat in his lap.

"The mission that changed our lives forever" he said leaning up. She wrapped her arms around his neck.

"You walked into the bar" she said leaning closer

"And I saw you sitting there all alone" he replied leaning closer

"And you sat down next to me"

"And I said excuse me miss, but I believe you are the one I've been searching for" he said in a low voice with their lips almost touching.

"And I asked, who have you been searching for"

"The Love of My Life" they both said at the same time as their lips met in a kiss. After a few seconds Mary broke the kiss.

"I can't believe I fell for that cheesy line" she said with a smile

"Oh but you did…cheesy is part of the Parker charm…..and we've have 20 blissful years of Marriage because of it."

"And espionage." she threw in

"Yeah that too."

"Richard seriously though….I don't want any part of this life if we are having this baby…..do you remember how crazy you went when I disappeared for 6 months."

"Yeah I do….longest six months of my life."

"And I remember being in agony without you….I don't want that for our child, were out on a mission not knowing if we are coming back, I want us to be normal…..I'm talking boring normal…you with a 9 to 5 or some boring hobby, me staying at home cooking"

"You mean attempting." He corrected.

"Whatever…..but that's what I want for Peter or Melissa" said Mary looking at her husband

"And you'll get that Mary I pro…wait Peter or Melissa?" he questioned with raised eyebrows

"Yeah Peter if it's a boy and Melissa if it's a girl."

"Actually if it's a boy his name is gonna be Benjamin." Richard stated.

"Uh Why?"

"Well remember the last time I talked to my brother Ben and his wife, well it turns out May can't have kids…..and Ben has always wanted a son named after him so I kinda sorta told him that I would name our son after him" said Richard

"Without talking to me first?"

"Well I figured you wouldn't have a problem with it…I mean come on Benjamin, it's a good ol' fashioned American name"

"Yeah well I got a big Goddamn problem with your good ol fashioned American name…it's not the name that I want for our child, I wanted to name him after my grandfather who was a big inspiration for me when I was growing up."

"Well….then I guess this is kinda awkward isn't it?" Richard replied sheepishly

KNOCK! KNOCK! Both Mary and Richard's head shot towards their front door and at the rapid knocking.

"You expecting someone" he asked

"No…you"

"No"

They both reached between the couch cushions and pulled out a pistol that they kept hidden; they cocked their pistols and carefully went to the door. Mary leaned against one side and Richard against the other.

"Who is it?" she asked in a sweet tone with a noticeable German accent

"Mary it's us Miriam and Jonathan hurry and open up I have news" came an excited voice with a heavy English accent.

"Shit" they whispered at the same time.

Richard and Mary were currently undercover on an important mission from Shield. Their job was to infiltrate the terrorist organization Hydra, which was run by the Red Skull and report on his doings. Their undercover names were Richard and Mary Smitz, and they were posing as German researchers. After keeping their cover for a period of time they came in contact with Jonathan and Miriam Drew who were English researchers working for Hydra and it wasn't long until Mary and Richard were able to talk the two them into making an introduction to the organization where they readily accepted an invitation to join Hydra. The reason why they didn't want to see Jonathan or Miriam was because first and foremost they worked for Hydra and secondly they were both extremely boring people and if it wasn't for their mission Richard and Mary probably would never associate with people like them.

"Hold on just a second" Mary called out as she and Richard concealed their pistols into their clothing. Mary then took a deep breathe and then opened the door and the first thing she saw was a grinning Miriam and a smirking Jonathan Drew. Miriam was a cute woman that was in her late thirties, she stood at 5'8 with long blonde hair, fair skin, blue eyes and a slim build. She was wearing a simple white dress that had a green sash going across the waist. Jonathan drew was a semi-handsome man with short dark hair, pale skin, blue-green eyes, and a goatee. He had a lanky slim build and was wearing a blue shirt and black slacks.

"Mary you'll never guess what has happened" said Miriam quickly as she grabbed Mary by the arms.

"Miriam we talked about this…. personal space" replied Mary in a German accent disengaging from Miriam's grasp, "So what's the news?" she asked

"I'm Pregnant!" she said excitedly "I'm Pregnant"

"MEIN GOTT!" shouted Mary in her fake accent and in fake enjoyment.

"I KNOW!" shouted Miriam in joy as she and Jonathan entered into their condo.

"Congratulations Jonathan" said Richard in his own German accent.

"Thank you Richard, but of course I do not believe the time is right for us to have a child" he replied while looking towards his wife.

"Jonathan don't start, this is the perfect time for us we have made a break through in our research for Herr Red Skull and now we are going to have a child everything is looking up" she exclaimed excitedly, "Oh Mary I already know what I'm going to name her"

"Her" said Mary "How do you know it's a girl"

"Oh I know" replied Miriam confidently "I know it's a girl and her name will be Jessica…..Jessica Miriam Drew, doesn't that sound lovely"

"It does" came Richard's voice

"Oh Mary before we leave you have to help me pick out….."

As Miriam rambled on about the different things they had to get before they left Prague, Richard took this time to pull Jonathan off to the side to ask him about something Miriam had said a few seconds earlier.

"Excuse me Jonathan, but did Miriam say you two had a breakthrough in your research"

"Yes we have Richard and I must say it's quite the discovery. As you know we've been studying Arachnid DNA for quite some time, well Miriam and I have discovered that it is possible to combine Arachnid DNA with human DNA"

"And do what create a Man-Spider" joked Richard

"No" said Jonathan seriously "Spiders are just the first step…..think about this an army of Hydra soldiers laced with maybe not spider DNA but animal DNA. A soldier with the strength of a Gorilla, or….or the speed and grace of a cheetah or Lion…." He said with excitement

"Mein Gott" whispered Richard in realization of what this would mean for Shield if Jonathan and Miriam were to complete their project.

"Exactly"

RING! RING! Went the sound of Jonathan's phone. He reached into his slacks and pulled out a special green and yellow cell phone and he answered the call.

"Yes. I understand, we'll be down there in 20minutes….Hail Hydra" he said closing the phone, "Miriam we have to move now, that was Von Strucker he's sending an escort to pick us up and take us to Wundagore Mountain, we have to get our things packed" he said walking over to her.

"But…." She started.

"But nothing Miriam, you know once we get a call from them we have to move, we can not be late. Mary, Richard I'm pretty sure they'll be calling the two of you soon, we will see you at the facility, good day" Jonathan interrupted as he quickly ushered Miriam out of the door.

"Mary did you….."

"Yeah I heard…an army of animal powered soldiers….I would laugh at the thought of it, if this was coming from anyone other than those two mad scientists" said Mary seriously.

"We can't let them complete this project Mary" said Richard

"Why not" she replied looking at him

"Why not!" he shouted, but then he saw the look she had in her eyes, "Wait…..what are you thinking Mary"

"Think about this Richard…we…..we stay the 8 months, and then we steal the project and give it to Shield"

"And let Shield reap the benefits…the final mission for Richard and Mary Parker" he said completing her thought

"Precisely"

"But what about Jonathan and Miriam, what's to stop them from just recreating their project"

"They're assets Richard….." she said holding her head down and rubbing the back of her neck. Richard knew what she meant and he let out a sigh, because of Jonathan and Miriam being assets in meant they had to be killed. Normally Richard wouldn't have a probably with killing enemies, but in the spy game sometimes you have to get to know people and in order to get to know people you have put a little of yourself and personal feelings out there in order to make a connection with the intended targets, which is what Mary and Richard had to do for the Drew's. While Miriam and Jonathan did work for Hydra, which was deplorable, they also had some good qualities, such as being devoted to each other, which is something that Mary and Richard can relate to because they as well are devoted to each other, not to mention they were about to have a baby as well.

"You know I just now thought of something" said Mary looking up at her husband

"What?"

"She's gonna be 8 months pregnant, when we…"

"I know…I was just now thinking the same thing" Richard replied in a solemn tone, "But…we can't let something like this get out. We have to smother it now before it gets out of hand, and harms dozen's of innocent people"

"I know Richard I know" she agreed.

"Try not to think about it" he said in a soothing voice while rubbing her arms affectionately.

RING! RING! Went a cell phone, Richard turned around and he looked on the living room table and he saw his own special green and yellow cell phone ringing.

"That's them" he said looking at the phone.

"Richard…...I want us to have a happy ending"

"As do I Mary….and we will…. we just have to gut it out for another 8 months and then you, me, and…Benjamin Peter Parker will live happily ever after" he said with a smile

"Don't you mean Peter Benjamin Parker" she corrected.

"I agree…..that we disagree" he said with a smile while walking towards the phone, he picked it up and he answered the call.

9 months Later: Wundagore Mountain: Hydra Facility

Sitting cloaked in a large open field in the mountain region of Transia, was the Hydra based that housed dozens of the most important members of the Hydra organization, but none were more important than the Hydra Leader: The Red Skull. The Red Skull was standing outside of the Hydra facility flanked by dozens of Hydra soldiers dressed in their green and yellow outfits. The Red Skull stood at 5'7, wearing a hideous skull themed mask which is where he got his name. . The skull had crazed red eyes, a lean build, and was wearing a form fitting black trenchcoat, and black gloves. The Red Skull looked up in the sky and he let out a frustrated sigh.

"Zey are late" he stated in a thick German accent.

WHOOP! WHOOP!

The Red Skull looked up to see a helicopter flying into view over one of the mountains that flanked the cloaked facility. The helicopter flew towards the facility and it landed on a patch of grass a few feet away from the Red Skull who narrowed his eyes. The helicopter engine turned off and the side slide open to reveal several Hydra soldiers. The soldiers filed out of the helicopter and they were followed by a young man in a business suit and a scientist carrying a silver briefcase. The young man looked at the Red Skull and smiled as he walked forward….closely followed the scientist and the Hydra soldiers.

The Red skull looked the young man over once he was before him.

"Who are you?" The Skull asked still with his narrowed eyes "And vhere iz Amberzon?"

"Ah yes well I don't know if you heard but my Father Amberson Osborn suffered a severe heart attack and he died. I'm Norman Osborn, his son, and I'm taking over the Oscorp Company and all of its dealings." He said with a smile

Norman Osborn stood and 6'1, and was 20 years old. He had short reddish brown hair, green eyes, and a lean build and he was wearing a blue form fitting business suit.

"I waz not informed of zis" said the Skull

"Well it just happened yesterday, short notice" Norman replied in a calm even tone.

"You do not zeem too broken up about your father's demize"

"Well to be fair he wasn't much of a father, now that the introductions are out of the way I believe you tasked my father with an assignment and I'm here to deliver. Do you have the money?"

"Firzt let me zee ze product" said the Red Skull

"But of course" replied the young Osborn "Dr. Strom" he called turning to the scientist behind him who handed him the briefcase. Norman took the briefcase and he held it up and flipped it open. Laying in the center of the briefcase was a large vile of green liquid

"Ah….yes…" whispered the Red Skull in delight

"The Super Soldier formula that created Captain America…my father damn near bankrupted our company trying to acquire the remnants of the formula, but with the information that we did get we were able to recreate the serum and it can be yours….for 10 million" said Norman closing the case.

"Ze amount was 1 million" said the Red Skull

"That was my Father's price…mine is 10 million"

"HA….you have moxy boy…I'll give you that, but you don't have a brain, I have ze gunz"

"Hmph….that you do but I have the voice modulator" Norman replied with a smile "Briefcase, lock down…begin sequence 3" he continued. The silver briefcase in his hands gave a beep and then and an audible click was heard followed by a steady beep.

"That Herr Red Skull was a self destruct code I just started and in 60 seconds this formula will be destroyed and you will be back to square 1"

The Red Skull's eyes widen at Norman's statement

"Do you know who I am, and….." The Red Skull started before he was interrupted.

"I'm well aware of who you are, and I know what you're capable of, but I also know how desperately you want this serum. This serum is worth everything to you and you are a man that has everything so 10 million is getting off very light" he replied

"…Bold aren't you boy, but it vill be your downfall"

"Or the secret to my success Herr Skull…..40 seconds" he said

The Red Skull smirked and he held out his hand and one of the Hydra soldiers handed him a cell phone. He dialed a few numbers into the phone and he said a few words in German and then he hung up the phone.

"It iz done, ze funds have been tranzfered to the account your Father instructed"

Norman reached into his suit and pulled out his own cell phone and dialed a few quick numbers and briefly waited as someone on the other line picked up. He nodded his head as he talked to the person on the other end and then he hung up the phone.

"Briefcase deactivate" he commanded. The briefcase stopped beeping and unlocked.

"As promised here's your serum" said Norman handing him the briefcase, "I believe our transaction is completed"

"If zis serum does not work boy…."

"Then you'll know where to find me Herr Skull, but I can assure you, one thing the Osborn family knows how to do the best…..is to get results…..good day" he said turning and heading back to the helicopter.

Roof top

On the roof of the Hydra facility hiding in the shadows was Richard Parker who took his hand off of the listening device in his ear and the binoculars off of his eyes.

"Fuck." he whispered to himself as he saw the helicopter take off into the sky and the Red Skull and his hydra Agent's storm back into the facility.

Richard stood up and proceeded to make his way back inside as well, eager to find his wife Mary.

Hydra Facility- Bio Lab wing

Richard quickly made his way into the lab. The Bio wing was a large lab that was filled with all types of machinery and equipment and it had a vast number of spiders in different types of containers adorned across one of the walls in the lab. Richard searched with his eyes for a second until they landed on his 9 months pregnant wife, Mary Parker, who was standing to the side watching Miriam and Jonathan load another spider onto the platform that had a long sophisticated ray-gun pointing at it. The name of the ray-gun was the Neogenic Recombinator, a radiation device that was able to deliver high doses of radiation and reconstruct DNA. Miriam placed a spider container on the platform and then she went to the machine and she flipped the switch. The Neogenic Recombinator glowed and then fired a colorful beam at the Spider. After a few seconds she shut the machine off and she went to the platform and carefully picked up the case and brought it over to a work station.

Richard quickly walked towards his wife and grabbed her by the arm, and dragged her to the side out of earshot of the murmuring Miriam and Jonathan Drew.

"Mary we got a problem"

"Besides our main problem" she said letting out a sigh.

Richard and Mary were in deep trouble. They had been left undercover after their 8 months plan for some unknown reason. They had been trying to get in contact with Fury, but so far he hasn't been returning any of their calls. Two weeks ago they were getting ready to just find a way out of the Hydra facility themselves, when out of the blue the Red Skull shows up. They couldn't let this opportunity pass them up so they decided to stay for just a little bit longer to se what he was up to, and they found out that he was planning on recreating the super soldier serum so he could inject himself and essentially become a super soldier just like the deceased Captain America. Richard searched everywhere but he couldn't find out where the formula was located, which only led him to one logical conclusion that the serum wasn't in the facility, but just to be sure Mary suggested that they blow up the facility. So for the past two weeks Richard had been secretly planting explosive charges around the Hydra facility, he was planting a charge on the roof when he saw the transaction between the Red Skull and the young Norman Osborn, but despite that particular problem, Mary was referring to a situation that Richard discovered yesterday. Richard discovered that the signal that they used to radio Fury was being blocked, but he couldn't locate the source of the block. Richard then concluded that if their signal was being blocked that meant that it was being monitored and their cover had been blown, but the question is by who; they did not know so their plan was blow the charges and then disappear through a rocky trial that Mary had discovered which led deeper into the rocky mountains of Wundagore.

"Yeah besides the fact our cover is blown" he whispered to her looking around "I was on the roof planting the charges when guess what I should see"

"Are you talking about that helicopter I saw through the window over there?" she asked pointing to the window in the lab.

"Yeah I am, on the helicopter was young man by the name of Norman Osborn and guess what he had"

"What"

"The Goddamn super soldier formula"

"Fucking Parker Luck" Mary growled before looking down and her swollen belly that held their unborn child, "The day that we plan to escape this hell hole, is the day the Formula shows up…..dammit, so that mean the Skull is about to inject himself with it…."

"Right about now" Richard completed letting out a sigh, "Fucking Parker Luck" he whispered to himself.

"So….so what's the plan now?" she asked

"…Same plan…we blow this place up, but we have to make sure we take out the Skull and the formula, which means….I'm gonna have to set a charge in the main lab"

"Richard, that's suicide No one is allowed in there other than the sanctioned right hand people of the Skull….not to mention the person who's been blocking our signal might be in there….waiting…..wait…..you knew this already" she said looking at him with curious eyes, until she caught a look on his face that told her everything she needed to know about what he was planning to do, "OH you son of a bitch…you're gonna sacrifice yourself…..no Richard"

"Mary it's the only way to get you and our son out of harm's way…..I'll draw attention and while I'm drawing the attention you escape through the pass"

"There's got to be another….."

"Mary….there is no other way. This is the only plan that I've got that works out in our favor"

"How does this work out in our favor, when you're basically killing yourself!?"

"You and the baby will be alive." he stated placing a hand on her stomach, "That's all I care about, I'll die happy knowing you….the woman that I love most in this world is alive and is raising our healthy baby boy" he continued while putting his hands the sides of her face and staring into her eyes.

"You promised me we would have a happy ending…..you promised that this would end with you and me and our son living...together as a family."

"I know….and I'm sorry I couldn't keep that promise" he said leaning closer, "Mary…I just want to say that…that….."

"I know Richard….I know" she interrupted while quickly leaning forward and completing the kiss. The husband and wife kissed each other with every ounce of passion they could muster, they gripped each other tighter than they ever have before, because they knew…they knew that this was the last time they would ever see each other in the land of the living. After what seemed like forever, they broke apart.

"Wish me luck" he said breaking away from her and heading for the exit.

"Good luck" she whispered to herself watching him go. As she was watching him leave Miriam walked over to her,

"Hey are you okay?" she asked concern evident in her voice.

"Yeah" Mary replied, "How's the project going"

"Exceptionally well. The Neogenic Recombinator has irradiated and radically altered the DNA of the spider and not only that it seems the Neogenic Recombinator has stored the other attempts of irradiating the other species of Spiders and combine with the spider to create a new species…."

"Wait Miriam…..slow down. Let me get what you're saying. All the other experiments on the other spiders that we've tried with the Neogenic Recombinator has been stored in the machine"

"Yes"

"And because of those species being stored, the experiment that you just conducted on that spider over there, has yield new results"

"Yes"

"Results in which, the spider is not only irradiated…..but it's been combined with all of those stored species to create a new species...a super spider"

"Yes….isn't genetic manipulations exciting!" she exclaimed with joy.

"Yeah…very exciting" Mary replied slowly reaching into her coat and fingering her pistol.

Main Hydra Laboratory

Richard peeked around a corner and he saw the entrance to the main lab; he could see that it was being guarded by two Hydra soldiers.

'Okay super spy this is where your skills as a liar come in handy' he thought to himself. He took a deep breath and walked around the corner approaching the two men.

"HALT!" one of them shouted.

"Easy boys I'm under orders from Herr Red Skull" he replied in his German accent

"As are we the Herr Skull said for no one to enter the lab" the other soldier said in a threatening tone while aiming his weapon.

"And he told me he wanted to see me, do you know why, because I'm one of his chief scientists"

"Orders are Orders"

"Soldiers Stand Down" came a voice. Richard whipped around and his eyes widen a bit because of who was behind him.

"Von Strucker." Richard stated.

Baron Wolfgang Von Strucker was the Red Skulls' closest confidant and the second in command of the entire Hydra organization. Von Strucker stood at 6'2 with a bald head, tan skin, and one blue eye in his left eye socket. In the right eye socket his eye had been replaced with a mechanical red eye. Von Strucker had a strong lean build and he was garbed in a black combat suit with a green Hydra band on his left arm. Richard eyed Von Strucker closely because ever since they had met there has been tension between the two. Von Strucker was the only person in the entire Hydra organization that he and Mary were unable to fool and Richard had been keeping his eyes on him and no doubt Von Strucker had been doing the same, but he was certain that Von Strucker didn't know he was a spy but the way he was smiling unnerved him to no end.

"Dr. Smitz….what are you doing out of the lab?" he asked with a smirk on his face.

"I'm going to see Herr Red Skull, but these guards will not let me through." He replied smoothly

"Guards….let him through we wouldn't want Herr Skull's chief scientist to be late for the show."

"But Sir." One of the guards started.

"Let him through." Strucker repeated with an edge and his red mechanical eye glowing.

"Yes sir" the guards said fearfully while lowering their weapons and stepping to the side.

"Come Dr. Smitz…..we mustn't be late" said Von Strucker walking towards Richard and wrapping his arm around his shoulders and leading him through the double doors and into the lab.

Inside the Main Lab

Von Strucker and Richard walked through the doors and strapped to a table with his clothes off was The Red Skull. Dozens of Hydra soldiers were standing around watching while two scientists were holding two large syringes that were filled with the Super Soldier formula.

'Dammit I'm too late' thought Richard fearfully, as he watched with wide eyes as the scientists plunged the needles into the Red Skull, 'I have to blow the charges now' he continued as he tried to reach into his pocket, but suddenly Von Strucker's grip tightened on him.

"Thinking of stopping the experiment Dr. Smitz…..or do you prefer Parker" said Von Strucker with a slight edge in his voice. Richard didn't outwardly show his shock instead he remained calm and called up his training as a spy.

"Baron I believe…." he started.

"You can stop now Parker…I know everything."

"…..Well then I guess I can stop speaking German…..I prefer English" he replied. While they were talking their eyes remained on the Red Skull.

"I have to say….no one has ever gotten this deep into Hydra, none of those spies Fury has attempted to send in the past has ever made as far as you and your wife"

"Well we are the best." Richard replied.

"But even the best make mistakes….would you like to know where you made yours?"

"No, but I'm sure you've planned a speech to tell me so go ahead" Richard said flippantly.

"Hmph" went Von Strucker chuckling at his comment "Your first mistake…..was leaving the condo in Prague."

"That was 9 months ago."

"That's right…..I followed you and I heard the exchange between you and Fury" said Von Strucker

"So that means you've been spying on us for the past 9 months" whispered Richard in horror.

"Hahahaha….that's right Parker. Fury hasn't received any of your messages….all of this time you've been thinking you were communicating with him but it was with me and I've been blocking your signal so he has no idea where you are." Von Strucker boasted in an amused tone.

A small tendril of fear began to snake up Richard's spine as the realization of what Von Strucker was saying to him.

"That was your first mistake…..your second and in my opinion your biggest was that you actually thought you could beat us. Did you think you could outwit us? When will you and those fat idiotic Americans get this through your thick skulls we are Hydra. We are supreme and we are here to stay."

Richard clenched his teeth and then he slowly turned his gaze to Von Strucker who was already glaring at him red eye glowing menacingly.

"So what happens now?" asked Richard already knowing the answer but trying to buy some time to think of a plan.

"Now….well now I'm going to kill you…..and then I'm going to find your wife, who my soldiers should already have in custody…..and I'm going to kill her too, but before I do that I'm going to slice that baby out of her stomach….and you know what I'm going to do…..I'm going to raise it as my own"

Richard raised his foot and slammed it down on Von Strucker's left foot, he then rammed his weight into Von Strucker throwing them both off balance and sending them crashing to the ground startling everyone in the lab and causing the Hydra soldiers to turn to the commotion. They turned and saw Richard on top of Von Strucker punching him the face as hard as he could like a man possessed by madness. Some of the soldiers took a step towards him but Richard saw them coming and he quickly reached into his pocket and pulled out a small cylinder, he popped the top and revealed a red button on top.

"SEE YOU IN HELL STRUCKER!" he growled pressing the red button.

Bio Lab

"Mary? What are you doing?" asked Miriam as she suddenly saw a pistol aimed in her face. Jonathan looked up from the spider in the case and at Mary as well.

"Mary?"

"I'm sorry that it turned out this way Miriam…..move" she said. Miriam shakily moved a few steps to the side allowing Mary to walk to the work station where she grabbed the case with the irradiated super spider inside. Mary then began to move backwards all the while having her weapon aimed at the two of them.

Jonathon looked at Mary closely and at the way she was holding the weapon, he had seen enough of the Hydra soldiers to know when someone is trained in holding a weapon.

"She's a spy Mary" Jonathan whispered in realization

"What! No….Mary…" started Miriam before she caught a glimpse of Mary's hard stare at the two of them, "It's…not true…..is it?"

"I'm sorry Miriam…."

"YOU BITCH!" she roared "You were my Friend….I….WE TRUSTED YOU!"

"I know…..that's my job, to get you to trust me."

"You do know that there is no way out of here" said Jonathan anger evident in his voice.

"I wouldn't be too sure of that Jonathon" she replied slowly heading for the main entrance door.

BAM! Went the sound of the entrance door being kicked open. Mary turned and saw several Hydra soldiers burst in; one of them saw her and pulled the trigger on his weapon. The bullet rocketed out of the weapon and towards Mary, but it missed its target and hit the case in her hand. The bullet shattered the case and the irradiated spider was freed from its prison. The super spider fell and it landed on Mary's left hand where it sunk is large fangs directly into her hand spreading its venom and genetics into her blood stream.

"NOOOOO!" shouted Jonathon in shock but he had to duck because the Hydra soldiers kept firing. Mary fell to the ground to avoid the bullets and she rolled across the ground and quickly scurried behind a metal work station to avoid the gunfire.

"FUCK!" she shouted to herself holding up her hand and seeing the mutant super spider still attached to her hand. She raised her gun and aimed it at the spider and pulled the trigger blowing it to pieces. She cradled her left hand because it felt like it was on fire, and the fire was spreading through her entire body, but she couldn't focus on that, bullets where still flying at her position so she peeked around the edge and saw the Hydra soldiers advancing. She looked up and saw that they were by the wall with the dozens of spiders in their case. She quickly leaned over and shot at the cases letting the spiders free.

"RAHHHH!" shouted some of the Hydra soldiers as the spiders landed on them, but as they were frantically trying to get them off they kept firing. A few of the bullets ricocheted and hit the suspension gears that held the Neogenic Recombinator in the air. The Recombinator fell to the ground where it hit the floor hard and it suddenly turned on somehow. It started to glow signifying that it was about to fire. A colorful radiation beam fired out of the weapon and hit the 9 months pregnant Miriam Drew in the stomach.

"ARGH! Ugh" she shouted in pain before groaning and falling to the ground unconscious. Jonathan heard his wife scream and looked up from his hiding spot and he saw her on the ground.

"MIRIAM!" he shouted crawling towards her and cradling her head in his lap.

Mary started to feel lighted headed and weak but she fought though it and frantically searched for an exit. She looked up and saw the window that led to the outside was only a few feet away.

"Damned if I stay…..but possibly jumping to my death" she whispered to herself, "Here goes nothing"

Mary raised her pistol and shot out the window. Despite being 9 months pregnant Mary was still fairly agile. She quickly stood and ran towards the open window and jumped out.

Main Lab: Same Time

"What?" said Richard looking at the detonator in confusion. He pressed the button again, but nothing happened.

"HAHAHAHA…I forgot to mention Parker….I'm also blocking your detonation signal" laughed Von Strucker before he lashed out with a powerful right hook that knocked Richard off of him and busted his lip.

"SEIZE HIM!" shouted Von Strucker getting to his feet. The Hydra soldiers ran over and grabbed Richard by the arms and yanked him to his feet. Von Strucker straightened his outfit and walked towards Richard who had blood running down his mouth. He raised his head and then spit blood at the approaching villain. Von Strucker brought his fist back and punched Richard again. He then grabbed his hair and was about to punch him again but he heard the Red Skull shouting in agony.

"HERR SKULL" Von Strucker exclaimed turning to him.

"RAHHHHH!" shouted The Red Skull as the straps that were holding him to the table snapped. The Red Skull kept shouting as he fell off the table, he stood up and everyone could see his body starting to go through a change. He began to grow taller, he went from 5'7 to a staggering 6'3, and his lean build began to expand to a muscular broad shoulder stature. One of the scientists tried to help him but he was in a crazed state and lashed out with a strong vicious strike that knocked the scientist back several feet.

"RAHHH!" shouted the crazy and delusional Red Skull as he jumped from his spot and started to attack some of his own soldiers.

"SUBDUE HERR SKULL BUT DO NOT HARM HIM!" shouted Von Strucker.

"RAHHH!" shouted the Red Skull as he twisted and broke the arm of one of the Hydra soldiers.

While all of this was going on Richard was thinking about how to set off the charges he had set around the compound.

'Von Strucker must… have a jammer somewhere and it has to be extremely close in order to block my signal ….but….where' he thought to himself as he looked up at his enemy. Richard's scientific eye honed in on Von Strucker's red mechanical eye.

'That's it…' he thought. Richard quickly broke the grip of his captors and shoved them away. He lunged towards the shocked Von Strucker, but as he was lunging he felt several bullets hit him in the back, but that didn't stop him. Richard tackled Von Strucker to the ground, he spit up some blood but he fought his pain and he raised his left hand and brought his fist down onto Strucker's mechanical eye breaking the eye.

"ARGHH!" Von Strucker screamed out in agony.

'Mary…Peter…..I Love you both' was Richard's last thought as he pressed the button.

KABOOOOOOOOOOOOOOOOOM!

Outside the Hydra Compound

"OOOMPH" grunted Mary as she landed on the soft luscious grass; luckily her fall was only a few feet, so she was relatively unharmed. Mary quickly rolled to her feet and stood up. She looked around and she saw some of the outside guards turn towards her and began to fire. Mary turned and began to run trying to escape the bullets that were flying at her head. She tried to return fire as she ran but she was only able to get about two shots off before her pistol went empty.

"Damn it" she growled in anger. Suddenly as she was running she felt a painful surge go through her stomach, more specifically her unborn baby.

"ARGH!" she grunted in pain grabbing her stomach and stopping for a second, 'Not now….please God….not now…AHHHHHH!"

"AHHHHHHHHHHHHHHHH!" she screamed in agony.

POW! POW!

Mary's screaming was interrupted by a dozen Hydra guards who were running towards while firing their weapons. Mary heaved a painful breath and started to run and as she was running she shakily reached into her pocket and grabbed a spare clip and quickly exchanged it with the empty one, and returned fire.

Mary rounded another corner of the facility and she came across several parked jeeps. Mary's eyes lit up at the sight of the jeeps and began to make her way over to them but as she was running though bullets were still flying and she was suddenly hit by three bullets. One hit her in the side another hit her in the thigh going through her leg, and the last one went into her shoulder.

"AHHH" she shouted falling down but right when she fell half the Hydra facility when in up in a powerful and fiery explosion.

KABOOOOOOOOOOM! BABOOOOOOM! All of the running Hydra soldiers where thrown off of their feet by the force of the explosion. Mary grunted in pain as she turned over and looked at the burning Hydra facility.

"R-Richard" she whispered, in sadness, "ACK! God….the pain" she gasped feeling the pain in her stomach doubling. Balling up her fist and gathering all the willpower she could muster she fought to her feet and limped towards the nearest jeep. She climbed inside and then quickly reached under the steering wheel and ripped the bottom off she grabbed the wires and then hot wired the jeep. She slammed her foot on the gas making the jeep speed off and down the mountain pass.

"GET UP!" shouted a one of the Hydra soldiers as he rose to his feet, "ALPHA TEAM AFTER HER, BETA TEAM SEARCH FOR SURVIOVORS AT THE FACILITY!"

Several Hydra soldiers heard the command and ran to the other jeeps and jumped inside and started after the Fleeing Mary Parker. While the other headed for the burning facility.

Shield Helicarrier

Nick Fury was sitting in his office with is hands together deep in thought but his thinking was interrupted by someone entering his office unannounced. The man that entered was none other than Dum Dum Dugan, one of Nick Fury's oldest and most trusted friends and the second in command of The Howling Commandoes.

"Dum Dum, this better be good…."

"Nick Quiet….we just got a hit on Mary Parker's signal" he said in a rush voice.

Nick jumped up from his seat and ran out of his office with Dum Dum not far behind him.

Main Shield Bridge

Fury entered the main bridge and he saw all of the Shield Agents at their post going about their daily routines.

"LISTEN UP WE JUST GOT A HIT ON TWO OF OUR SPIES OUT IN THE COLD I WANT THAT SIGNAL LOCKED ONTO AND I WANT THIS DAMN HELICARRIER AT THEIR LOCATION 10 MINUTES AGO DO I MAKE MYSELF CLEAR!" he shouted

"YES SIR!" the Agents responded as they doubled their efforts at their post.

Wundagore Mountain: Woods

A small, cozy and peaceful cottage sat nestled in the wooded area of Wundagore Mountain. Four People were outside the cottage enjoying the afternoon sun that shined brightly down upon them. The first was a handsome man that had short white hair and looked to be in his mid to late 40's and the other was a beautiful brown haired woman that also looked to be in her mid to late 40's as well. The couple was sitting in their rocking chairs looking at their two fraternal twin children playing in the garden in front of the cottage. The oldest was a 2 year old brown haired girl, she was older by 4 minutes, and the other was a 2 year old boy with white hair like his father.

The family of four was enjoying their afternoon when they suddenly heard an explosion in the distance. The man and woman both turned their head in the direction of where they heard the sound and they could see a pillar of smoke rising above the trees.

"What on earth do you think that could be" asked the woman

"I'm not sure Magda…..but I don't want to find out" the white haired man replied.

"Erik, there could be people hurt" said the woman named Magda while turning to her companion.

"I'm sure help is on the way Magda" Erik replied.

"Erik…..at least do a once over...just to make sure. Do it for me please" asked the beautiful brown haired woman. The man named Erik looked at her and those big brown eyes at he couldn't resist.

"Alright…I'll do a quick once over" he said while letting out a sigh. Erik stood up from his rocking chair and he quickly went into the cottage. A few seconds later he came back out and he had on a long dark blue cape, and a strange looking helmet. Erik walked down the steps and past his two children who looked up at him. He looked up to the sky, held up his hands and he suddenly levitated off of the ground and took to the sky.

Mountain Pass

"Ahh…..Damn it" growled Mary as she stuck her arm out of the jeep and returned fire at the Hydra soldiers that were speeding after her.

"DO NOT LET HER ESCAPE!" one of them shouted as a few stood up in the jeep and started shooting at her. Mary took a sharp turned off of the path and into the woods, but the Hydra soldiers made the turn as well and were still hot on her trail.

"HER TIRES SHOOT THE TIRES!"

One of the soldiers held up his weapon and he aimed at the back tire and he pulled the trigger. The bullets fired and blew out of the back tire, causing Mary to violently swerve across the bumpy mountain pass; she swerved and swerved until she crashed into a tree fiercely rattling her.

"Argh…." Mary groaned as she fell out of the jeep and onto the hard ground.

SCREEECH! Went the sound of the Hydra jeep coming to a stop. The soldiers jumped out and cautiously approached the downed Mary. She cracked open one of her bloody eyes and she saw them approaching

"No…No…..ARGH!' she cried out grabbing her stomach in absolute agony. The soldiers raised their weapons ready to kill her but suddenly their weapons were ripped away from their hands and towards the sky.

CRACK! CRACK! SMASH! CRUMBLE! Went several sounds, the soldiers whipped around to see that their jeep was hovering off of the ground and was being crumpled up into a ball. The balled up Jeep suddenly flew forward and barreled into the soldiers like a bowling ball. The force of knocked them all away and to the ground.

Mary was watching through the tears and blood in her eyes and was wondering what the hell just happened but she didn't have to wait long for an answer. A man in a dark blue cape floated down and landed in front of her, he turned to her and looked at her through the strange helmet he had on and the only thing she could make out his blue-grey eyes, the rest of his face was shrouded in shadow.

Erik looked down at her and he could see the fear and pain in her eyes and not only that his eyes roamed over and they settled on her swollen abdomen which told him that she was pregnant. He cautiously took a step towards her and she shakily raised her pistol at him. He held up his hands and the pistol flew from her grasp and into his awaiting palm.

"Do not be afraid my dear, I mean you harm" he said gently walking towards her.

"Please….I-I…..argh….my baby" she replied

Erik leaned down and scooped her up in his arms. He then looked to the sky again and he began to levitate and he quickly flew away with her.

Cottage

Erik landed in front of the cottage with the Mary in his arms. Magda shot up from her rocking chair and ran towards Erik and the woman in his arms.

"Who is she?" Magda asked

"I do not know, but she's about to give birth….and she's been shot" he replied

"Take her inside right now."

Erik nodded his head and carried Mary into the cottage.

Erik took her to the one of the beds that was inside with Magda quickly following him. Magda gave Mary a quick once over and then grabbed her pants and removed them.

"She's crowning…this baby is coming out"

"What do you need me to do?" Erik asked.

"She's loosing a lot of blood…too much blood…..have you tried to remove the bullets?" Magda asked. Erik held up his hand and he closed his eyes for a second…stretching out with his senses.

"It doesn't matter at this point Magda...….I can feel that one of the bullets has traveled to her heart and nicked a major artery….she's bleeding internally…badly…...I believe she's going to die…within the next few minutes."

"I-I….d-don't…..c-care….what happens to me….please just save my baby" said Mary through her agony.

"I promise you I will" Magda replied confidently as she looked down at the baby's head that was coming through, "Alright….give me a big push…"

"ERGGGHHHH! AHHHHHHH!' grunted Mary as she pushed with all of her might.

"Almost there...…one more big push" coached Magda

"ERGH!" she grunted pushing with all of her might again

"WHAAAAAAA WHAAAA!" went the cries of a newborn baby. Mary collapsed on the bed completely exhausted. She felt tired…..more tired than she's ever felt in her life.

"It's a boy" said Magda in joy, "You have a beautiful baby boy"

Mary cracked open her tired eyes and she was able to get a glimpse of her baby boy.
"His…..H-is….name….is Peter Benjamin Parker" she whispered, "I love…..you" she continued as her eyes closed. Erik took off his helmet and the put a hand to her neck.

He held his head down and turned to face Magda

"She's dead"

"WHAAAAA! WHAAAA!" cried baby Peter

"MOMMY! DADDY!" shouted a voice. Erik turned to the door and he walked outside.

He walked outside to see his cottage surrounded by men and women in form fitting navy blue suits. He looked to the sky to see a floating air ship hovering above the cottage with a logo that he recognized all to well. He looked down just as a man with an eye patch stepped towards him.

"Erik Lensherr….Magneto…..long time no see" said Colonel Nick Fury.

"Nick Fury…..a pleasant surprise" he replied as Fury stepped forward, "And what do I owe this visit"

"Hydra…..are you working for them" he asked

"Fury why would you ask me a question such as that knowing my history with them" Erik replied with a slight edge

"One of my Agents signal is coming from in that cottage….and that agent has been deep undercover in Hydra for that past couple of years"

Erik glanced at his cottage and then at Fury.

"Come…..just you though" he said turning around and heading for the house. Fury nodded his head and followed closely behind him.

Inside the Cottage

Fury stepped inside and the first thing he heard was a baby crying. He glanced to the left and he saw Magda with a baby wrapped in some sheets and she was rocking it back and forth trying to quell its crying.

"Magda" Fury greeted.

"Bastard" she replied staring at him with a hard glare. Fury paid her comment no attention; he glanced to the left and at the bed where he saw the dead Mary Parker.

"Shit….Mary" he said walking to her and looking her over.

"She's dead Fury. I found her not too far away from here, she had been shot."

"And you couldn't save her….took out the bullets or something"

"If I were present when she was first hit by the bullets maybe, but by the time I found her the bullet had already traveled to her heart an nicked an artery causing internal bleeding."

"WHAAAAA!'

Fury looked up from Mary and at the crying baby.

"What did she name it" he asked

"His name is Peter Benjamin Parker" said Magda gently rocking him.

Fury let out a sigh and then touched his ear.

"This is Fury…send in medical squad we got a dead Agent" he said while looking at Mary and running a hand through her hair.

A few second later a medical team entered the cottage and quickly went to the dead Mary Parker and began to wrap her into the sheets. They wrapped her up and then picked her up and took her out of the cottage. Fury stood up and he walked towards Magda.

"Hand him over" he stated.

"No" she replied hugging him tighter. Fury took another step when he suddenly felt himself go stiff and then slowly rise in the air.

"I believe that is close enough Fury" said Erik with his hand raised, with a slight twist of his palm Fury began to rotate in the air until he faced him, "I've allowed you into my home to collect your Agent, but do not test my patience"

"Let me go Lensherr" he demanded.

"Do not make demands in my home either Fury."

"….I'm taking the boy to his family."

"Family" repeated Magda in shock

"Yes…..his mother and father were two of my best Agents. If she's dead that means he's dead too, but they have some extended family that can give the boy a proper home….in America" said Fury. Erik kept him suspended in the air, he glanced at Magda who looked at Peter and then back at him and then she nodded her head. Erik dropped his hand which released Fury which sent him to the ground.

Fury stood up and then glared at Erik who only returned his glare. Fury then turned to Magda who gave the baby Peter one last look before she reluctantly handed him over to Fury. Fury took the baby and stoically looked down at him.

"Time to go home kid" he said turning and passing Erik and leaving the cottage.

Erik and Magda both exited the cottage and watched as Fury and his entourage boarded the hovering Helicarrier.

"We have to leave Magda" said Erik looking up and watching the Helicarrier fly away.

"I know Erik…..I know" she replied looking at the Helicarrier as well.

"Wanda…Pietro, come, we have to pack" he said. The two children who were also staring into the sky turned and ran to their father.

"Where will we go Erik?" asked Magda looking at him.

"London….it's high time you met an old friend of mine" he replied

"Do you mean?"

"Yes….we're going to see Charles Xavier" said Erik with a smile.

Helicarrier: Medical Bay

Nick Fury stepped into the medical bay and the first thing he did was walk towards Mary's dead body and the medical examiner that was standing over her.

"Well Doc?" he asked in his gruff tone.

"Colonel Fury, from my examination she did die from massive internal bleeding…a bullet ripped through her shoulder and then traveled to her heart where it nicked…practically severed the main artery."

"Anything else?" he asked

"Yes…..I-I've found something…..weird"

"Weird….weird how Doctor" repeated Fury with a raised eyebrow

"Her blood, there are trace amounts of radiation in her blood."

"Radiation?"

"Yes sir…but….but that's only the beginning…come with me" he said leading Fury over to an incubator that housed the sleeping baby Peter.

"The trace amounts of radiation in Agent Parker's blood were nothing compared to the massive amounts of radiation I found in this child."

"What the hell happened in that damn facility" whispered Fury looking down at Peter "Is he alright?"

"He's more than alright sir….he's quite frankly sir the definition of perfect health"

"So no radiation poisoning or sickness"

"No nothing…the radiation is completely integrated with his entire system, but also along with the radiation we found something else"

"Doctor just lay it all out for me"

"Okay…this is child has been infused with radiation and some type of secondary genetic structure that I've yet to identify. I took some blood and I analyzed it, and on the surface it appears normal but upon closer inspection…it's…different"

"Are you saying he's not human, does that mean he's a mutant?" Fury asked.

"No….he's not a textbook definition of a mutant….he's more along the lines of a….mutated human"

"Mutated into what?"

"Again Sir I have no idea….I need to run more test, but Sir I do know that this child will not be normal"

"…thank you Doctor that will be all" said Fury dismissing him.

BEEP! BEEP! Went Fury's communicator, he reached up and hit the shield logo on his chest.

"What" he said

"Sir….I have Ben Parker on the line in your office for you" came Dum Dum Dugan's voice.

"Thanks I'll be there in a second" he replied ending the call. Fury took one last look at Peter and then he turned to Mary just as the Doctor put the sheet over her face. He let out a sigh and turned and left the Medical Bay.

Fury's Office

Fury walked into his office and he went up to his desk and he picked up the phone.

"Mr. Parker"

"Fury" replied Ben Parker in a neutral tone.

"Good to see you still remember me"

"How can I forget….you and you're agents ruined my wedding"

"You have my apologies"

"So what do I owe this call?"

"Richard is dead Mr. Parker" Fury stated bluntly

"W-What…." Stuttered Ben in shock

"I said he's Dead….he was killed in the line of duty and so was Mary Parker"

"Oh my God" Ben gasped obviously shocked at what he was hearing

"I just want you to know…..they….." Fury was about to tell Ben about Peter but he stopped himself

"They what…." asked Ben still heartbroken and shaken over the news.

"They….they served their country well. Mary and Richard were two of my best Agents…and there will never be another two like them. The world just got a little darker now that they are gone, but you have my word that those responsible will be brought to justice"

"…..I hope so Fury…." Growled Ben before hanging up the phone angrily. Fury hung up the phone and leaned back in his chair and let out a sigh.

"Computer, pull up encrypted files" he said suddenly. The computer on his desk turned on and went through a series of encryptions before several files appeared on screen.

"New file"

A blank page appeared on the screen. Fury leaned up from his seat and he stared at the screen.

"Name. Peter Benjamin Parker... Affiliation….. S.H.I.E.L.D."

End Chapter: Read and Review. Hello Readers, this is Nomad88 and you've just read the first chapter of my Brand New Story. I hope everyone enjoyed the chapter and I hope you can kinda see where I'm going with this story. I can promise you readers that this story will be a different take on the Spider-man Mythos and pretty much the whole Marvel U. Some of the same villains that we know and love will make an appearance but I'm trying my best to put a new spin on them to make them fit into this new Spider-man world I'm creating. Unlike my other stories where I'm pulling from comics, and T.V series, for this story I'm going to be pulling from the spy genre including every movie I've seen in my lifetime to every TV show. Everything from: James Bond to Jason Bourne, from Austin Powers to Archer, from Dark Angel to Alias, and my absolute favorite Spy Show….Burn Notice…So hopefully you readers out there will stick around and give it a read. I look forward to any type of review, telling me if I should continue this story or take it back to the drawing board, or any type of message…constructive criticism though. Anyway readers this is Nomad88 saying until next time….

Ps: If you haven't read or review TSA Amazing Spider-man vol 2 or Batman Beyond Volume 1 I would appreciate if you took the time to go read those stories as well…thanks…Later.

Next up: I want to be a Spy