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The Ultimate Spider

Summary:

The venom was never designed to be a safe liquid. Constantly changing its shape and evolving, stabilising in the bloodstream was impossible. The worse was always in the back of his mind, but Fury couldn’t risk distracting himself from finding a cure for his child.

Peter took a gamble to trust old allies. Now the leader of a team of mutant teens, he must learn to trust his new friends to survive the world of spies his parents left behind. With new abilities popping up out of the blue and no clear cure for the venom, Peter juggles controlling his powers with finishing High School, being the Ultimate Spider Man and figuring out his relationship with Michele Jones.

Notes:

Hi, thanks for reading Part 2. Please don’t read this until you’ve read Part 1 and if you have any questions or criticism, please feel free to comment. :)

~ Freya

Chapter 1: I Think I Finally Wrote An Okay Prologue

Chapter Text

“He knows too much.” She warned, glancing over at the small child. Dressed in a little black suit, he stood on the little patch of grass in front of the chapel as his real Uncle fussed over his tie. His Aunt glanced back nervously, gripping tighter on her bouquet.

“Maria, he’s a child. Peter’s too young to remember anything important. Let him live a normal life - it’s too dangerous for him if he stays here. What if he accidentally activates his genes? SHIELD isn’t safe for children as it is - imagine a ticking time bomb of a mutant child. It’s better for everyone this way.”

She sighed, smiling sadly. “You’ll miss him too much.”

Maria was right. “I’ll visit.” Fury told her.

...

“Take your call.” The child spat. “We all know your work is more important to you than me and my family.”

Fury shook his head. “You know that’s not true.”

“Do I? Uncle Nicki, I’m not some dumb kid. I know you only visit because you feel guilty for what happened. I know my parents didn’t die in some stupid plane crash. You sent them on a mission and got them killed and nothing you do will ever fix it!”

...

“Where the fuck is Richard’s family and why is my Godson living in a foster home?”

...

“If I’m ‘so clever’, why do you think I can be tricked by your cool oblivious Uncle act after trying trying to kill me for three months?! I’ll never go anywhere with you!”

“I don’t know what you’re talking about. I came here after finding out you were the one to send the information about Oscorp, but I have never observed you, nor tried to kill you at all.”

“So you really are oblivious? You came here and you really didn’t know?”

“Peter.”

“I’m SpiderMan.”

“Your genes—“

“No matter how you tried to shield me from my parents lives after they were gone, I still managed to activate them...”

...

“Everything was going great, until the head of SHIELD wanted to get involved. Like I’d team up with the man responsible for killing my parents.”

...

“What the hell happened to you? It was the Avengers, wasn’t it? What’s their problem?”

“I...don’t know, but it’s to do with Fury. I think they want me to lock me up.”

“Pete, you’re fourteen. They can’t arrest kids.”

“I’m a mutant. A monster. I kill people Ned, I’m sick. They can do whatever they want with me.”

...

“When Flash says all those things to me, when he bashes my family or makes fun of me and my situation, it takes everything I have not to reveal my powers and rip his head off, but it’s even harder not to let it affect me. Sometimes... sometimes it would be easier to believe him.”

...

“Fuck Peter, it’s three in the morning. What’s going on?”

“I-I’ve d-done some-someth-thing r-r-really b-ba-bad.”

“Oh, oh Petey. Did something happen on your patrol? Did the avengers attack you?”

“N-no. I nearly killed Flash!”

...

“Ah, Mr Parker. Boss has been expecting you. Follow me.”

...

“I’d given up on my spider serum so long ago, but when you came along and found it, I was amazed. Of course, I had to keep tabs on you to see its process.”

“You’ve been...spying on me?”

“If you put it that way...but I’ve only been waiting to step in at your full potential. Have you felt it yet? That feeling of loosing all control? The radioactively, serum and poison from the spiders bite mixed with your genes has created something too powerful for a young boy like you to understand. Soon enough, you will not have control over your actions. Soon enough, you will not be able to hold the urge to taste your victims blood. You’ll be draining them dry! Maybe you’ll kill more classmates too...”

...

“It’s not too late to fix your life. This isn’t the end for you.”

“My Uncle Ben used to say ‘with great power comes great responsibly’ but I forgot.”

“But you remember now.”

“It’s too late. I’m too much of a monster to go back.”

“If it was too late, you wouldn’t be here. The fact you realise you’ve done the wrong thing is going to take you places. You’re a good person. You’ve just lost your path along the way. You’re going to get through this.”

“I don’t know how. I’m so scared.”

“You don’t have to do this alone. I can help you, but only if you want my help. I can give you my number, but it’s only your choice if you want to use it. I’ll always be here if you need me, but this is your battle. Please, you have to try.”

...

Sitting in the back of his car, Peter’s eyes drifted outside the window to watch the chaos of the traffic around him. The drive back to base was silent, and Peter had to keep stopping his mind wondering to feared thoughts.

Mr Fury (or Uncle Nicki as he used to call him) finally knew the identity of Spider Man and now he was driving him “home”. Peter was positive someone couldn’t adopt a child by suddenly turning up to their foster home and taking them away, but something told him it wouldn’t be a problem for Fury. It was best not to question the power he owned, especially if that power could easily be beneficial or a disadvantage. Peter hoped it would be the first as he tried to convince himself Fury was trustworthy and wasn’t going to kill him or send him somewhere impossible to escape. They hadn’t had a real conversations in years, but Peter knew Fury was his only help in finding out how his powers worked and stopping the concerning side affects of the venom project. He also knew that if Fury turned on him, he still had the web warriors and the stranger at the bridge on his side.

Something happened to James in his past for him to know about the serum, and if Peter remembered correctly, he had a serum too. Although, it would be risky to put his trust in him, Peter hoped James would understand and help him if anything bad happened at SHIELD.

Feeling the vibrations inside his pocket, Peter’s phone made a ringing sound and he pulled it out to investigate. Expecting to hear from his friends or have Erin asking what had happened, he was surprised to see an answer from James.


James: Of course.
James: How are you feeling?

########: I’m not sure
########: I’ve had worse, but it’s been a lot lately
########: I’m fearful, confused, emotionally drained
########: Numb
########: I’ve been thinking about what you said
########: But now I’m even more lost

James: You’re not alone in how you feel. It’s normal to feel like that after what you’ve been through. Even now, I still feel lost. I question everything, but that’s okay. I’m so glad you’ve decided to try and get better. It won’t be easy, but one day things will start to feel less numb.

########: My godfather came to talk to me today. He wants me to move in with him, but I’m still unsure if I should trust him or not.

James: Do you think he will hurt you?

########: No

James: Do you think you can trust him?

########: My godfather is important. He has a lot of power I worry he could use against me, but the power could also help me a lot. It’s hard to feel safe when you worry, but I know I need to trust him if I’m going to get better. My parents wouldn’t have trusted him if he was a bad guy and he’s the only one alive that knows more about me than I do. I have to trust him.

James: It’s good to have doubts. He will need to prove to you that he is worthy of earning your trust, but if he does hurt you, you must get out of there. It’s not worth your safety to get answers about your past.

########: Do you trust me?

James: Of course I do
James: We may not know each other much, but you remind me of myself when I was younger. The boy I met on the bridge was always in the wrong place at the wrong time. I don’t think you’re a bad person and I don’t think you should be hurt or punished for any mistakes you’ve made in the past. I trust you to never hurt me. I trust you to meet in real life and feel safe around you. I don’t know why I wouldn’t trust you.

########: Promise me you won’t leave me
########: I need to trust I can come to you if something happens

James: I promise
James: I’ll always be here if you need anything

########: Thank you

James: No problem :)

“Peter.”

“Hmm.” He hummed.

“We’ve arrived.”

Peter frowned. “This...isn’t SHIELD.”

“This is my house.” Fury told him, opening his door and getting out the car. “You didn’t think I was one of those workaholics that lived in their office, did you?” He asked. Rolling his eyes, Fury muttered “I’m not Stark.” as he shut it and began to walk up his driveway.

Peter shook his head, putting his phone in his pocket and climbing out the car. He could tell by the types of buildings that they were somewhere in Brooklyn. Fury’s house, decked with a perfectly cut front lawn and large garage, looked like one from a dream and the neighbours were so far away that they looked like little cottages in the illusive comparison. It wouldn’t be SHIELD without the extensive security camera coverage and alarm system, but other than that, the house looked strangely normal for the director of SHIELD to live in. Following Fury up the path, Peter wondered what it would be like if he lived there too.

It would be nice to have a home.

Chapter 2

Notes:

(See the end of the chapter for notes.)

Chapter Text

Worried was an understatement.

It wasn’t uncommon for Peter not to text on weekends and after everything with Flash and Osborn, MJ assumed he’d be taking a spidey-break from dangerous missions. The lack of alerts from Karen only supported her theory because her protocol was only activated when Peter gained serious injuries on a patrol, and he would’ve only been on a patrol because they hadn’t planned anything for that weekend. However, MJ began to have concerns when she turned up for school to find Peter wasn’t there and Ned hadn’t heard from him either.

What if someone had caught him?
What if someone had kidnapped him?
What if someone had arrested him?
What if someone had murdered him?

What if the school was only a distraction?
What if Osborn had more men waiting?
What if he walked into their trap?
What if they took him somewhere she couldn’t find?
What if they tortured him until he lost his mind?
What if they killed him?

What if it was SHIELD instead?
What if the Avengers caught him on a patrol?
What if Stark worked out how to beat him?
What if he had a sensory overload?
What if the Avengers sent him to Fury?
What if Fury questioned him?
What if Fury tortured him?
What if SHIELD experimented on him?
What if SHEILD locked him up?
What if she couldn’t rescue him?
What if she never saw him again?
What if SHIELD killed him?

Oh shit, she had to try and call him.

Gripping on her locker door, MJ tried to steady her breaths before anyone saw the emotion on her face. She grabbed her books, shoving them into her bag and slammed the door, quickly locking it with a shaking hand.

Walking into the crowd of peers, MJ pulled tighter on her black denim jacket. Slipping her left hand into her pocket, she grabbed her phone, opening it with her fingerprint recognition and brought it to her ear.

“Hi MJ.” A voice answered.

She made a small smile, sighing loudly. Peter must of been out as Spider Man. Just because he missed first period, didn’t mean he was in danger. He was probably running late or had something to do before he could join her. “Peter - you’re okay. Where are you?” MJ asked.

There was a pause. “I’m...at Fury’s.” He replied.

Shit. Shitshitshitshitshitshitshitshitshitshit—

She was right. Something bad had happened. Fury had Peter. SHIELD had Peter. What was she going to do? “What happened? Are you okay? Can you get out? Do you need me to come get you?” MJ asked in a panic, her voice rising in pitch with every syllable she spoke.

“No, no, no, it’s okay, it’s okay.” He tried to reassure her. “Fury’s my godfather.” Peter explained.

“Fury’s my godfather my ass - what the fuck! When?” MJ gasped.

“Since I was born...?” He replied. “My parents were Shield agents, so—“

“What?” She exclaimed. “You never told me!”

“It never came up, and it’s not like Ned knows either. I didn’t think it was important.”

MJ sighed. “Important? Your godfather is the fucking director of Shield and your parents worked for him and you never thought it was important to tell us this? Your team? The ones who are helping you not get caught by your godfather? Has he always known? Is this some family feud or something because I thought the avengers were problematic as it got, but seems like—“

“He knew I had mutant genes, but he only found out I was Spider Man on Friday. I-I know you don’t trust him or the Avengers, and I don’t either, not really, but I’ve moved into his house and he’s adopting me, so it’s not like I’m in jail or something. It’s...nice here. I want to stay.”

MJ rolled her eyes. “He sent the avengers after you.” She argued, unimpressed by his trusting nature. Peter was a puppy. He had a introverted, shy, quiet side and a loud, bubbly, goofy side - both made him extremely trusting under stress or in confusion. Plus, his hair was like curly puppy fur and not now MJ!

“I know, but...” Peter sighed. “Look, today I’m going to go to headquarters and Fury’s going to give me a tour. He promised to give me a private lab and I get to try out the training room. No more sneaking onto the compound or stealing supplies from midtown. I always thought Spider Man becoming Shield would be too restricting for us, but I’ve realised we could use Fury’s recourses as an advantage and as long as we lied to him about certain missions and killings, we could still get away with what we do now.”

“I’m not sure this is a good idea.”

“Trust me. All you have to do is trust my judgement once. Please.” Peter begged. “I promise, if anything happens, you’ll be the first one to know.”

She sighed. “Fine.” MJ replied. “But if something does happen, I’m allowed to say I told you so.”

...

Peter shook his head, clicking the end call button and letting his phone drop carelessly out of his hand and onto the silky sheets of his bed. His bed. He’d only slept there for three nights, but already the spare bedroom with the delicate baby-blue painted walls, felt more like home than staying at the foster home ever had. Fury told him they could change the furniture and that he could decorate however he wished, but Peter was just glad not to share a room anymore, let alone have a choice what to do. For having any room at all, he was grateful.

It felt weird to have the head of SHIELD acting domestic around him. Fury had no staff working in the house - if he wanted food prepared, he cooked it himself, he did all the washing, the drying, the ironing ; Peter even spotted him washing the car! Why did he have his own car when he had a bunch of chauffeurs driving him around in SHIELD cars? It wasn’t like he’d go anywhere - all he did was work. Work was his life! Fury had always been independent, and Peter knew he got satisfaction from doing everything himself, but doing house chores while trying to direct SHIELD was plain stupid. Maybe it was how he de-stressed, or maybe he was one of those businessmen, whom are so tight on cash, they let it sit there as decoration. Peter didn’t know, and he couldn’t care either - as long as he didn’t have to join in, he’d be fine.

Peter hated housework - the less responsibility he had at his foster home, the easier it was to disappear. Keeping his liability low needed to be a priority if Peter wanted Fury not to get too close. Having Fury too close would prevent him from being him. Not that he knew what “being him” was anymore. That’s why Peter did need him. The venom not only corrupted his body, but his mind. Sure, he had his physical abilities, and the side affects of the project worsened by the day, but everyone had forgotten about his personality. Peter’s smile faded after the death of his Uncle, even more so after the death of his Aunt, and after becoming spider man, it was like he had to give up a part of himself to become the hero he was. A hero? More like a villain.

“Peter, we’re leaving.” Fury called.

Right - SHIELD. They had to go to SHIELD.

Peter stood up and walked over to the desk, grabbing his hoodie off the back of the chair and putting it on. Grabbing his phone on the way out, he walked onto the landing and made his way down the stairs. Finding himself in the main seating area, he walked through into diner and then into the hallway, meeting Fury by the door.

“You okay kid?” The older man asked, furrowing his brows at him.

Peter bit his lip and nodded. “There’s...not going to be too many questions, right?” He asked. “I don’t like talking to lots of people.”

“We’ll stay covert.” Fury told him, unlocking the door. Peter followed him silently to the garage. “It’s easier to take my car. ‘Saves someone driving here.” He explained. “Front or back?”

“What?”

“Do you want to sit in the front with me or in the back?” Fury explained, asking the question again.

The last time Peter had sat in the front of a car was with Aunt May. After her death, he’d only used a car if he was with the Leeds and he always sat in the back with Ned. Sitting in the front of Fury’s car wouldn’t feel right. It was too different. It would feel too strange to do it after so long. Plus, sitting beside Fury would be too tense - he probably wouldn’t stop shaking if the director of SHIELD kept giving him strange looks only a breath away.

“Back.” Peter replied.

...

With his advanced hearing, no journey was ever silent - the chatter of the streets, the birds, the vehicle exhausts ; if he listened close enough, he could even hear the stereos of the passing cars. The journey to SHIELD wasn’t silent, but it was peaceful. Fury wasn’t a radio type of guy and Peter was glad he didn’t force him to answer questions as they passed the time. It wasn’t as tense as Peter imagined it to be, and soon enough, they were going through a scanner to enter the underground parking lot.

“Scan successful. Greetings Mr Fury and Mr Parker.” The automated voice announced, opening the steel doors and letting them in.

“Face recognition. Your parents put you on our records when you were born.” Fury explained.

Of course SHIELD had face recognition - it was the main reason he never took off his mask in public. They would’ve found Spider Man with ease with or without talking. It wasn’t like Peter couldn’t have built himself a government-level voice distorter, but more the fact he was too nervous to talk in public. Plus, building a distorter would only trick the public, the police and local thieves - SHIELD might’ve been useless at times, but Peter knew they could crack that type of thing in seconds. Being the kid of Richard and Mary Parker, he could’ve never been able to keep under the radar. His voice would’ve given everything away. Why think about it now? He knows. But what else was there on the records about him?

...

Wherever Fury went, Ms Hill was never far behind, so Peter wasn’t surprised to see her first. Even though they’d barely spoken in the past, he remembered the woman as key figure in his childhood. She was always there : talking to Fury, in photos with his parents, on the phone with Aunt May... In some sense, Maria was family too.

SHIELD was loud - the corridors full of chatting mouths and suspicious eyes . Haunting stares burnt through his skin, and Peter was tempted to squeeze Fury’s hand when they passed them. He never did, of course - he wasn’t that weak, but relief did wash over him when they entered Maria’s office and not one of the crowded rooms.

Ms Hill greeted him as they entered, and they made some awkward small talk, before she dragged her boss to the corner of the room and whispered to him in a hurried tone. Peter heard everything, after all he had advanced hearing, but the conversation was more about Fury catching Maria up on everything that had happened than gossiping and antagonising him. Although he had no idea where he stood with her, Peter knew Ms Hill was too professional to be two faced and assumed Fury was right to confide in her.

He couldn’t help noticing one of the pictures on her wall - it was a photo of a young Maria and his mother with grins so wide they could hug the world. There were at a party of sorts, and Maria was holding a wine glass, while his mother leaned on her, laughing her head off. They looked so young, so carefree, so real. They were more than colleagues - they were best friends, sisters, family - they trusted each other.

Peter hoped to learn to trust her too.

...

Fury pressed his finger to the pad on the wall, making it light up green, revealing large empty room behind the double doors. Facing them was a viewing balcony, which could be accessed on the next floor, and the walls were bullet-proof steel. “Welcome to the training room.” He told him.

Peter frowned, furrowing his eyebrows as the doors shut behind them. “There’s...nothing here.”

Fury pointed to a spot on the wall. “The bots come out there.” He explained, before turning to the left. “And over there - that’s the secret door to the storage room, which leads to the obstacle course and the gym area.”

Peter smiled. “Impressive.”

“Indeed.” Fury smirked. “And if you’re anything like your parents, you’ll be fighting armies of bots blindfolded in no time.”

“Challenge accepted - I’ll take the blindfold now.” Fury huffed, rolling his eyes. “I’m serious!” Peter exclaimed. “I use blindfolds all the time at the compound.”

“The...compound?”

“When Ned and I were first testing out my powers, we snuck into my school gym, but I accidentally kicked the punching bag out of its hold in the ceiling and it flew across the room and made a bent in the wall, making the school alarm sensors go off. We had to run away, but Ned got it on video, so now we watch it back and laugh about it all the time.”

“And the compound?” Fury asked again, concerned for what answer he was going to be given.

“Well, there was no way we were going back to the gym, so we found an abandoned building site to train in instead. I can break the wooden planks, practice my signature wall backflips, and the high structures are perfect for balancing on.” Peter explained. “Stop looking at me like that - it was safe! I can feel sound waves and my spider sense never fails, so it’s not like the blindfold makes a difference.”

Fury frowned. “Spider sense?” He asked, raising his eyebrows.

“It’s my sixth sense that warns me when something bad is going to happen.” Peter replied.

“So that’s why the avengers could never hit you with anything.” Fury realised.

“Mmhmm. Now, how does the training exercise work?”

...

Fury stood on the platform, looking down at his godson as he danced around the bots with the skilled fluidity someone could only achieve in years of training. The spider sense was incredible - even though Peter was wearing a blindfold, it was like he could see everything around him and knew exactly where to move in order to defeat the bots. Several training robots, designed to be indestructible, were bashed to pieces across the floor, and the twenty-odd bots left working couldn’t even hit him once.

Maria raised her eyebrows, joining Fury from behind. “Level 235.” She muttered aloud.

“We need to borrow Steve-proof equipment from the avengers. The kid’s going to destroy everything we have in a matter of days.”

Maria chuckled quietly to herself. “Good luck with that.” She smirked as she turned away, leaving her boss to get back to work.

Fury stayed in his place on the balcony, watching another bot crash into the wall. The kid was powerful - in the wrong hands, he could destroy everything and everyone. Fury couldn’t let that happen.

Notes:

Hi readers - hope you enjoyed this! I can’t wait to post more chapters of this fic, but I also want to create 2 different prequels:
1) How Peter first got his powers and became spider man. (Peter POV)
2) How MJ found out Peter was Spider-Man and joined the team. (MJ POV)

Normally when I write something, I look back on it weeks later and cringe, but I really love this and I’m glad people like it 2. I really appreciate all the hits and kudos because, wow, people are reading my series and like it - wtf!!!

I can’t remember how canon SHIELD works, so everything with Fury, Maria and the base will be 100% freeform from me. The plan is that Fury used to have a team of top agents (Maria, Clint, Richard, Mary and occasionally Carol) and Peter, along with MJ, Ned and the team from Ultimate Spider Man, are the next generation version of them.

Let me know what you think in the comments and let me know how much I should include the avengers. ~ Freya

Chapter 3

Notes:

(See the end of the chapter for notes.)

Chapter Text

########: Hi James

James: Hey Kid
James: How are you?

########: I’m okay
########: What have u been up to?

James: Not much
James: I was working a lot, but now I’ve got lots of free time and nothing to do with it. How about you? Is everything okay with your godfather?

########: It’s been fine.
########: Sometimes it’s awkward, but I feel safe around him

James: I’m glad
James: Are you going to move in with him?

########: I’m living w him now
########: I need to go back and get some of my things, but I’m staying w him for at least this year. It’s nice and I feel safe, but I’m still worried about everything. My heart trusts him, but my head’s still unsure on what I should be thinking and I’m constantly changing my mind.
########: I didn’t go to sch today, or yesterday. I’ve been going to work w him.

James: Has it been okay?

########: I don’t like the noise.
########: There’s always noises everywhere.
########: And today, he made me get checked out by this lady. I knew she wasn’t hurting me, but I really hate needles.

James: I hate them too.
James: They make me remember things I want to forget.
James: Are you going back to school tomorrow?

########: Yh, but I think my friends aren’t that happy w me.

James: What happened?

########: My unofficial girlfriend doesn’t trust my godfather and doesn’t like that I’m w him and that I didn’t tell her or our best friend when I saw him.
########: She’s right to be angry - I should’ve told them. They’re the only people I trust w everything in my life. If something had happened to me, no one would’ve known.

James: Have you talked to them since?

########: No
########: I wanted to wait to talk to them in person

James: If they care about you, your friends will understand why you’re doing what you’re doing. I’m sure she won’t be angry with you for long.

########: I hope so
########: My godfather mentioned therapy at dinner.
########: I don’t want to go

James: I never went to therapy either
James: I kept refusing even when I had no choice

########: How did u make them not force u to go?

James: I screamed a lot.
James: I guilt tripped my best friend with meltdowns and convinced him it would be better for me if I didn’t go to therapy and I got to stay with him instead.
James: I felt bad about it, but I’m so glad I didn’t have to go. He was the only person I knew in the past and the only one I trusted. I didn’t want to tell anyone about what had happened, and I thought he was the only person, who could understand and support me.

########: Does the serum still have control over u?

James: As long as they’re not with me, I’m okay
James: Not going to lie, I’m still recovering from the trauma. I was able to have treatment to regain my old memories, but I remembered all the bad ones too. I hate what they did to me, but the serum’s a part of me now. It’s made me who I am.

########: I’m worried the serum’s going to control me
########: He told me I was running out of time. I already knew I was loosing some control, but it’s going to get worse and I’m scared. I don’t want him to control me, but I don’t know how to stop it. I looked in all his notes, and if he does know how to stop it, he didn’t write anything down. I hate that he’s going to control my mind and I’ll have no control over it. I don’t want to be a weapon.

James: You’ll never be a weapon.
James: I won’t let it happen.
James: I know it’s scary, but I’m here for you. So are your friends and your godfather. We’re going to make sure he can’t do anything to hurt you.

########: Thanks James
########: I’m glad I can talk to u

James: I’m so happy you can trust me
James: I’m glad we talk too

########: Speak to u tomorrow?

James: Of course
James: Talk to you soon kid

...

“Peter!” MJ yelled, running down the steps. She launched herself at him, tightly wrapping her arms around him and resting her head on his shoulder.

Surprised, Peter embraced the hug and wrapped his arms around her. He felt warm, like she was covering him with burning love, and although it was foreign to him, he never wanted her to stop.

“Never do that again.” MJ scolded, her voice shaking with emotion. “I swear if you make me worry like that again you won’t have a best friend anymore.”

“I thought you were my girlfriend.” Peter grinned cheekily, pushing her fringe out of her eyes.

MJ looked at him, and smiled, giving him a playful punch in the stomach as she pulled away. “I’ll be your girlfriend when you actually ask me out, pj mask.”

Peter looked down at his shoes to hide his blustered face, and chuckled. “Michele Jones, will you be my girlfriend?” He asked her.

“Yes.” She grinned back, before crossing her arms and giving him a straight face. “Now, now Petey - just because you’re my boyfriend, doesn’t mean you’re getting away with things that easily. You’ve got a lot of explaining to do.” She teased.

Peter giggled. “Come on, let’s go find our guy in the chair.” He told her. They linked hands, walking into school with expressions so happy they could be mistaken for stars.

Peter was grateful his favourite person in the world was more worried than pissed off with him. No one would ever have the guts to mess with Michele Jones, and Peter would be distraught if she did hate him. She was his partner in crime - the sassy teen with better problem solving skills than anyone he’d ever met. She was cool in the face of danger with frizzy hair, hazel eyes and a secret cute side she hated to admit was there, and Peter loved her for that. He’d forgotten what love felt like, but MJ was bringing everything back. What he felt in his heart, the feelings that bubbled furiously inside of him, were genuine and that scared him. What if something happened to her and he couldn’t do anything to save her? Peter would never be able to forgive himself. He couldn’t lose her - not then, not now, not ever - he had to be more careful.

“Peter, dude, what happened?” Ned asked, as they walked up to him.

“I’ll tell you in first period.” Peter replied. “I missed you.”

“We missed you too.”Ned smiled back. He locked his locker, and the three of them walked to class. “MJ told me your godfather’s eye patch. Why didn’t you tell me, dude?”

“Do you remember me mentioning an Uncle Nicki?” He asked.

“No way. That was him?” Ned gasped.

“Uncle Nicki.” MJ sniggered, using her hand to cover her smirk. Peter nudged her, sending her staggering to the side. “Hey! That’s not fair - you have powers.” She laughed.

“Yeah, but I’m not a bitch.” He whispered, crossing his arms, and pretending to be cross.

“Cheeky.” MJ muttered back.

“Why do I feel like I’m third wheeling?” Ned asked.

The love birds laughed as the three of them entered the first class of the day - English. They sat at the back, hiding by the bookshelves as more students flowed through the doors.

“He’s adopting me.” Peter told them.

MJ frowned. “I still don’t think he should.”

“I know, but...maybe becoming shield isn’t that bad.”

“That bad? What happened to never giving in?” She asked.

“Dude, I’m with MJ on this. I know he’s your family, but we can’t trust him. He sent the Avengers after you like seven different times, and now what? You’re Peter Parker, so everything’s fun and happy? I don’t know how his mind could change so quickly.” Ned told him.

“He saw you as a threat, and now he knows who you are, he thinks he can use you.” MJ argued. “Of all people, do you really want to work for Eye Patch or are you only doing it because you think he’ll keep you safe? Look, I can’t tell you what to do, but Osborn is in jail now, and Oscorp’s bankruptcy is all over the news. No one can hurt you anymore, and you don’t need to have shield on your side because we all know you’re stronger than the Avengers anyway. There’s no big threats - we don’t need Fury to help us.”

Peter sighed, closing his eyes and taking a deep breath. He exhaled, blinking. “You’re right.” He told his friends. “We don’t need shield, or Fury, or the Avengers, but I can’t live in that foster home anymore. No one ever knows where I am - I’m always sneaking around or hiding at Ned’s - I need a safe place I can always go to, where you can find me. Shield isn’t the best, and I don’t want them to limit what we can do as a team, but their training facilities are amazing, and the things I could do with my own lab would be endless.”

“Listen to yourself - he’s blinded you with things you want, so you’ll be more willing to stay. Just...be careful, okay?”

“I will.” Peter replied, but he didn’t believe himself.

...

########: I need an outsiders opinion
########: My friends both agree we don’t need my godfather.
########: They think he’s blind-sighting me with things I want, so I’ll stay and work for him. What if they’re right?

James: Your friends don’t think they need your godfather - you need to do what’s best for you. If they want the best for you, they won’t care what you choose. You need to remember that this is your life, not theres, and whatever decision you make shouldn’t be to please them, but what is best for you.

########: You’re right.
########: Thank’s James

James: No problem buddy

########: Buddy? U always call me kid :)

James: I thought Buddy sounded better :)

...

Running across the rooftops, Peter laughed as he launched himself through the sky. It felt good to be back, and although he promised Fury he’d come to headquarters after school, a little patrol wouldn’t hurt anyone, right? Swinging down to lower ground, Peter passed over the city burrows and watched as the everyday lives of civilians flashed before him.

“There’s a robbery at a corner store at four o’clock, sir, would you like to learn more?” Karen asked.

Peter took a right and swung ahead. “Go for it Kar.” He told her.

“Two men, and a woman entered the store. There are five civilians, none of which are children, and only one of the criminals has a gun.” The AI informed.

He jumped down into the alleyway. Without entering, he could already hear the screams. Peter rushed in, leaping onto one of the display cabinets before he had time to think, and registered the scene around him. His presence distracting the criminals, the civilians were able to get to safer positions, and Peter launched his plan into action.

He jumped down from the cabinet, kicking the woman to the floor. One of the men ran at him, but he grabbed his wrists, throwing him into the wall. Feeling his spider sense buzzing like crazy, he dropped to the ground, missing the guns bullets and running for cover. The man continued to shoot at him, destroying the store in the process, so Peter webbed the ceiling, jolting up and using his webs to grab the gun from above. He bounced off the ceiling, shooting the man as he flew down and pushed him to the floor. Peter grunted, pushing his foot harder on the mans chest as he spluttered out panicked breaths.

Peter could feel his nose becoming blocked with the smell of blood, but every time he tried to ignore it, he noticed the puddles of crimson spreading on the floor. He pushed the body away, squeezing his eyes shut and trying to calm his breaths.

Someone was coming.

Eyes still closed, he spun around, kicking the body across the store. It bashed against the shelving, creating a large crash that shot his eyes open. Peter was too far gone to notice it was the owner.

Walking over to the scene, he picked up the body by the shirt, taking a good deep breath of blood from his head, and licker his lips. He threw the body at the counter, the sound of the bones cracking ringing in his ears and he strolled towards it, walking over the woman’s body on the way.

“Sir, he isn’t one of the criminals.” Karen informed.

Peter didn’t reply. Instead, he walked out of the store and swung into the distance.

“Sir, would you like me to call Mr Leeds or Ms Jones?”

“No.” He mumbled.

Come home, Peter.

“Tell me the quickest way to Oscorp Industries.”

...

Peter woke up surrounded by dent walls, broken chairs, burning computers and shards of glass scattered all over the floor. He groaned, sitting up and rubbing his forehead.

“Oscorp is your friends home. He will come back eventually.”

“Sir, you have three missed calls from Mr Fury.”

Shit

“Kar, if I ever ask to go to Oscorp, I need you to call James.”

...

“Where have you been?” Fury asked, arms crossed.

There was no point lying and getting into more trouble. “A patrol.” Peter replied. He didn’t need to know about Oscorp - not yet.

“Well, I needed to talk to you. It’s about Spider Man.”

“You can’t make me quit.” He snapped.

“I’m not.” Fury replied. “I’d love you to be a member of shield, but I need you to be safe, Peter. You told me you didn’t know if you were human anymore, and after attacking your classmate, I’m worried about what your bloodlust means. You need to be careful about how you go about your missions.”

“I know.” Peter sighed. “You’re right. I need to be careful.”

“Which is why I’m giving you a distraction. In the last two years, I’ve been training four teens with supernatural abilities to become the next generation of heroes, and I want you to be their leader.”

He choked, eyes bursting out of his head. “You’re...you’re joking, right?” Peter asked, laughing to himself. Fury sighed. “No way. Really? Me? A leader?”

“You’re the only one with the experience and skill for the job.”

“One, I’m a vigilante, not a super hero, and two, I don’t need a team - I already have one. What’s in it for me?”

He raised his eyebrows. “Specialised training, the thrill of high stake missions and the reward of saving more lives than you kill.” Fury replied.

“I’ll think about it, but only if I don’t have to go to therapy, my girlfriend is also invited and I’m still allowed to patrol.” Peter told him.

“Deal.” Fury smirked.

Notes:

Bucky thinks Peter got his powers from Hydra and Peter doesn’t realise James is The Winter Soldier because he knows him as Bucky Barns.

Chapter 4

Notes:

(See the end of the chapter for notes.)

Chapter Text

Peter loved his room.

He’d stuck band posters and science memes across the walls, put a 3D printer in the corner, moved the desk to face the window and took an empty bookcase from one of the other bedroom, filling it with Star Wars Comics and STEM guides. There was no point buying a larger closet, but Fury had treated Peter to some new clothes - he picked a couple of plain shirts, jeans and jackets and threw out his socks and underwear to replace them with much-needed new ones. Peter kept the same bed, but moved it to a different wall, brought a side cabinet and hung a bisexual flag behind it - Fury was yet to mention it, but at least he didn’t freak out at the purchase. That meant he wasn’t homophobic, right?

If it hadn’t felt like home before, the room certainly did now. The decorating process even helped him with his decision - he needed to live with Fury. Peter had a home now - a place far safer than the foster system with a man, who he would be able to trust. If that meant he had to join a SHIELD team, so be it. He still got to patrol, MJ was going to be with him, and he got to be leader. It sounded great. Now, the only thing left to do was convince his friends.

Peter knew MJ couldn’t be won over easily. Ned was always cautious, but he had good intentions and Peter knew he only wanted the best for him. That’s why it wasn’t a surprise that he sided with MJ instead of him. However, that was before Fury told him about the team. It was a clean slate. All he needed to do was convince his friends that he was in charge of the situation, not Fury, and that it was the best outcome for all three of them. Fingers crossed he could just that.

“Mr Fury, can I invite my friends to my lab?” Peter called.

He was just about to leave his room when remembered he’d left his jacket and rushed back to grab it - he couldn’t risk someone seeing his arms so red raw from the scratching. Every time black dots appeared in his veins, his arms were uncomfortably itchy and last night had been one of those nights when he’d wanted to rip his arms off. Peter knew it was something to do with the venom, but ignored it.

He had friends to reassure, a suit to build and a team to meet.

His health could come later.

...

The Hispanic teen kept her legs on the chair as she laid back onto the table. Sitting up, she tied her long brown locks into a ponytail and started her sit-up routine. “I still don’t understand why we need a new member. We’re a great team already.”

The blonde boy looked at her, scoffed, and used his eyes to point at her cousin - the dark haired teen was balancing a pencil on his nose as he spun around on his chair.

Leaning back against the wall, the African-American boy sent a reassuring smile in her direction. “You never know, Ava. Maybe they’re just what we need.”

“But this is my team!” She snapped.

“Our team.” The blonde muttered.

“Yeah! Who put you in charge?” Her cousin added.

“Isn’t it obvious?”Ava huffed, looking him in the eyes. “You have the concentration of a toddler. You can’t even look after yourself out of battle, let alone a team of other humans in one.” Her eyes darted across the room. “And don’t you two sit there when you can’t lead to save your lives either. Your kindness is pathetic when you can’t even tell simple instructions. Also, I’m the strongest. It’s only natural that I take the lead.”

“You? The strongest?” Luke laughed, shaking his head. “Last time I checked I was the one called Power Man.”

“Ava, you know I love you, but you’re nothing without our family amulet. At least I earned the Nova Force.” Sam snarled.

“In this room, we are all equals. Our team brings out the best in all of us, but it is never a solo effort. It is a balance.” Danny murmured. “But if we were choosing a leader, I’m the one with the most experience in battle and I don’t rely on alien artefacts to give me power.” He added. “My chi is limitless.”

“Yeah, well I don’t use artefacts either!” Luke argued. “And I’m stronger than all of you.”

“Only in brawn.” Sam sung.

“But really, can we all agree having Luke in charge would be a disaster?” Ava smirked.

“Hey!” He snapped.

“Sorry dude, but she’s not wrong.” Sam replied.

“I agree.” Danny added. “Sorry Luke.”

“Guys, look - we don’t need a leader. Whoever this new kid is will take forever to catch up to us. Them being in charge is unfair. That’s why we don’t need them and I can continue to be the unofficial leader.”

“I, for one, am not being a part of a team where Ava Ayala bosses me around.” Sam huffed, blowing the pencil off his face and crossing his arms.

Luke laughed. “She already bosses you around.”

Sam grunted.

Ava sighed. “Boys.” She muttered to herself, rolling her eyes. The new recruit had better be a girl.

“Change of plan.” Fury announced, swinging open the door and walking inside the meeting room. “You’ll be creating a new team with two other members.”

“Two!” Ava gasped, jolting into a sitting position.

“You heard me.” He huffed. “They’re waiting in the training room. We’re leaving. Now.”

The team looked at each other, communicating in sighs and shrugs, until they decided to follow their boss out of the room.

...

“Okay, you’ve got me - I have to admit this lab is awesome.” MJ smirked.

“See! I told you you’d love it here.” Peter grinned back.

“Dude, I love your new place as much as the next person, but this is shield. Shouldn’t we be careful?” Ned asked. “They could be tricking you.”

He sighed. “Look guys, I appreciate you worrying about me, but I’m fine. I’m in control.” MJ scoffed. “I’m serious! And, I’ve got a surprise for you.”

MJ frowned, raising her eyebrows in confusion. “A surprise?” She asked.

“You’ve always wanted your own suit, and when I promised you one, I meant it. Fury’s putting me in charge of a team of super teens and you’re going to join with me.” He explained. “We’ll still go on patrols and our own missions as the web warriors, but something new isn’t always a bad thing. We’ll train to be stronger than ever before, and maybe our new team will become our best friends. We can be the next generation of avengers.”

She blinked, biting her lip, and sighed. “A team, huh? Okay.” She breathed. “If you want this, I want this.” She told him.

“Really?” Peter smiled.

MJ nodded. “Sure - it can’t be too bad if you’re in charge, and I need the training if I want to become as good as you. Bring it on, pj mask.”

“I don’t have to fight, do I?” Ned frowned.

“Nah, you’re fine.” Peter replied. “Ned, you’re my best friend and my guy in the chair - I would never replace you or cut you out. You two are my team, and you’ll always come over anyone else in the world, but this other team with shield is going to be good for us. Trust me.”

“I trust you.” MJ sighed, smiling.

“Me too.” Ned told him.

...

Fury lead the teens to the balcony ; down below, Peter and the girl were surrounded by medium-level training bots.

He had to give it to her, her reflexes and fighting style was at expert level for a rookie, but their first meeting was less than perfect. Michele Jones had a smart mouth, but she sure did use it idiotically. The girl obviously didn’t care about a good first impression, coming in all guns blazing and yapping at him with a harsh tone before he’d even spoke a word to her. Fury wanted to hate the kid with every bone in his body, but at the end of the day she was a fiercely protective teenage girl, who meant a lot to Mary’s son. Michele was a smart kid and a privilege to any team she was on, she wouldn’t be at Midtown if she wasn’t, and Fury hoped Peter would able to win her around. She’d be a good hero, but all good heroes needed discipline - she didn’t even know the definition of the word.

“I recognise the fighting style.” Danny realised, allowed. “Is he Spider Man?” He asked Fury.

“Haha, no, no nope, that’s not spider man. I’m the Parker families biggest fan, I’ve seen all their videos and that’s their son, Peter. His fighting style is identical to his parents!” Sam proclaimed.

“Wait... shields most powerful couple are the parents of spider man? Spider man is your godson!” Ava gasped.

“Who’s the girl. His girlfriend?” Luke smirked.

“Oh my god, it is!” Ava gasped again.

“Hold up - Spider Man is Peter Parker?” Sam squealed.

“And he’s our new leader?” Ava asked.

“Are we going to forget spider man is on shields most wanted?” Luke asked. Everyone stared at him. “Got it.” He muttered.

“I can’t believe it. I’m going to be working with Richard and Mary’s son. They’re shield royalty and their son is my leader.” Ava beamed.

Fury sighed, squeezing the bridge of his nose. “You don’t have to make a big deal out of it.”

“A big deal?” Sam gasped. “They were the best agents shield ever had! They’ve defeated aliens, are the only people ever to beat black widow in a fight, they’ve flown planes straight through air battles, and—“

“Dude, we get it, you’re their biggest fan.” Luke huffed, rolling his arms and smirking at his friend.

Danny frowned. “If Peter Parker is Spider Man, why wasn’t he always shield?”

“I know my parents didn’t die in some stupid plane crash. You sent them on a mission and got them killed and nothing you do will ever fix it!”

He sighed. “We...had a disagreement years ago.” Fury replied. “Let’s just say we lost in touch.”

“What kind of disagreement?” Ava asked.

“That’s none of your concern.” He told the girl.

She huffed, biting her lip. As much as she wanted to ask more, Ava knew her place (unlike a certain someone...) .

“Stop training session.” Fury commanded.

The robots stopped, falling to the ground and the kids look at the group on the balcony.

“How long were you discussing me for? It felt like you were never going to get us to stop.” Peter smirked, crossing his arms.

“How can he hear us from up here?” Sam asked.

“Enhanced hearing.” He replied. “I’m a mutant.”

Ava rolled her eyes at her cousin. “Hi Peter! It’s a pleasure to meet you.”

“The pleasure is all mine.”

MJ huffed. “Are they going to come down?” She asked him. Peter shrugged.

“You heard the kid. Get down there.” Fury commanded.

“Yes sir!” The four teens chorused.

...

########: I’m a leader now

James: Cool! Are your teammates nice?

########: Yh, but they treat my parents like celebrities
########: I knew they were important, but I didn’t realise they were that important. They have a memorial garden in one of the most important military buildings in America, they have rewards names after them, everyone calls them royalty and what’s more one of my teammates claims to be their biggest fan.
########: What pisses me off the most is that my Dad invented my signature wall backflips. That’s my thing! Why did no one tell me until now?

James: One, don’t get so caught up in having similar fighting styles to your family. Look at it as a compliment.
James: Two, promise me you won’t feel uncomfortable about your families legacy. You’re your own person, Buddy, you don’t need to try and be them.

########: I promise
########: James?

James: Yes

########: How am I supposed to be a leader?
########: I don’t lead people
########: My friends and I called ourselves a team, but no one was a leader. If anything it was me, but then I usually let my girlfriend or my AI make my decisions for me.
########: I don’t want to mess up.

James: You’ll be great, kiddo
James: I believe in you
James: It’ll take time and you’ll have to learn from experience, but I promise you all leaders make mistakes, so whatever happens, you need to not give up.

########: But what if they get hurt because of me?
########: When I get hurt, I’m always fine because my metabolism, but they won’t be. I’ve never had to be in charge of people before. I’ve never even looked after or had a pet. What if I can’t protect them?

James: Please don’t worry, Buddy. If I could take all the responsibility from you, I would, but this could be a really good learning experience for you. I want you to make friends and have fun. Don’t make being the leader a difficult job for yourself and don’t feel like you have to fit in your parents shoes. You’re going to be great Buddy I know it.

########: Why are you always so nice to me?

James: Why shouldn’t I?

########: Idk
########: Good point
########: Enough about me
########: What’s going on w u?

James: Life has been busy. Steve and I have had lots of work to do.

########: Is Steve your best friend from the past?

James: Yeah.
James: He’s the best

########: Awww!!!
########: What do u do?
########: At work?

James: For the last couple of days, it’s been a lot of scouting. Normally, there’s a lot of danger, but we’ve been keeping low. A lot of paper work too.

########: Cool
########: Are you like a policemen or a spy?

James: Something like a spy

########: But you’re w the good guys, right?

James: Yeah
James: Don’t worry about me kiddo
James: Everything’s good

########: I know
########: I trust u
########: I need to go
########: My godfather made homemade pizza

James: Have fun buddy
James: Talk to you soon

########: Bye James :)

Notes:

The team!!! :) Ik Sam & Ava aren’t normally cousins, but I really wanted them to be family. They were going to be twins, but it wasn’t working with their super hero backstories, and I scrapped it. In this universe, Sam is an orphan, so he lives with Ava and her Mom. (Danny & Luke both live with their canon families). It may seem happy right now, but they’ll be plenty of teenage drama and team arguments as the chapters go on. Still working out which chapter I want to do Bucky centric, so added Peter being Bi to build up to Bucky’s coming out, and continued writing their little text convos. I’m a sucker for Peter and Bucky having a brotherly relationship, so I really want to continue their interactions, before I start adding Tony and Pepper to the mix. Peter and Fury’s relationship is going to be really important to this fic, so it’ll be something I’ll concentrate on in later chapters too.

I hope you enjoyed the chapter. Let me know what you think in the comments! ~ Freya

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