I was really excited to write this chapter so I hope you enjoy it :)

As soon as they reached the location they met up with Thor. The agents there wasted no time and started to explain what they found. While the rest of the Avengers were on their way over Thor and the agents were able to locate the entrance to Loki's hideout. Thor wanted to go in right away, but one of the agents was able to make Thor wait for backup. Knowing Loki the entrance would probably be booby-trapped.

"I suggest we split up. Clint and Natasha together, Thor and Bruce together, and me and Tony." Tony had to refrain from asking Cap. why he couldn't be paired with Bruce. His plans always worked out well so there was no point in arguing.

All six of them went in together, when they came to an intersection a group would peel off and go the opposite way. It didn't take long for the three groups to be on their own. Their main goal was to find Peter, but Cap. instructed everyone that if Loki came into sight he had to be subdued and brought in. Thor had a glint in his eyes that told everyone he wanted to be the one to deal with Loki which was probably the best idea since their strength is superior to the rest of the Avengers- minus the hulk of course. Bruce was hoping to avoid having to "suit up" in fear of bringing down the establishment.

"Although I hate the dude I have to admit he does have good taste." Tony couldn't help but admire the structure of the building as they walked through hallway after hallway.

"Thinking about relocating?" Steve attempted to joke and thought it was fitting.

"Good one Gramps. I would but then no one could admire my beautiful home. What's the point of making something awesome and not showing it off to the world." Tony was obviously gloating about how famous his tower was.

As they rounded they heard screams of pain coming from the other end. They looked at each other briefly in surprise and sprinted down the hallway. Steve ripped the door clean off the hinges of the room the screaming seemed to be emanating from. What they saw was disturbing: Peter was strapped down and thrashing in serious pain. Steve was immediately brought back into a flashback of when he received the serum, although this certainly looked more painful.

"PETER!" Tony rushed right up to the chair. He tried to soothe Peter, but it appeared as though he couldn't hear anything going on around him.

"Guys we found Peter and it's not looking good." Steve informed the rest of the team over his com.

"Me and Clint found a room filled with at least a hundred thousand robotic spiders. They aren't powered at all which is strange. Loki must be planning on using them in the near future." Natasha reported back.

"No sign of Loki so far." That was the only thing they heard from Thor and Bruce.

"Cap! he stopped screaming!" Tony yelled over to Steve.

"Hey Peter can you hear us? It's Steve and Tony." Steve talked in his softest voice possible.

When Peter opened his eyes both Steve and Tony jumped back in shock. There was nothing there that resembled an eyeball, it was all just green.

"Steve we have a problem. The spider's just turned on and they are starting to move." Natasha said a little out of breath from running.

"Peter just opened his eyes, but its just all green. He must have triggered the spiders." Steve had a bit of worry in his voice. Something was about to go down.

"Uh Cap. we have another problem. Look!" Tony pointed to Peter's feet. There was a sheet of green that seemed to travel up Peter's body. When it was complete Tony and Steve both cursed.

It looked as if Peter were wearing his Spider-man suit, but it was all green.

"I think we should get out of here Cap. we have no idea what strength he has now. Loki could have enhanced that." Steve just nodded to Tony's suggestion and they bolted when they saw Peter start to break the straps holding him down.

"Guys Peter is suited up, but not for us." Steve had to warn the others.

"I'm ashamed of what my brother has come to do." Thor confided in Bruce. After all Bruce was the most reasonable of the bunch.

"You can't control what he does. It's not your fault." Bruce was shocked at Thor's revelation.

"I just wish he could see reason." Thor really just wanted his brother back.

"It's hard to make someone see reason when they feel they are just. If it were easy the world would be a safer place."

Before Thor could respond they reached a room labeled private. It has been the only place they have seen that has been labeled.

"It's unlocked I think we should check it out." Bruce suggested.

"Agreed comrade, lets." Thor motioned for Bruce to open the door. As they entered the room they were met with a voice that was unmistakable.

"You got here sooner than I expected."

"Loki!" Thor rushed forward. With a flick of his wrist Thor was sent backwards into the wall. He didn't get up. Bruce had to clench his fists to keep from exposing the monster within him.

"Don't worry Doctor this room is Hulk proof. Try to change, I dare you." Loki smirked from his chair.

"I'm not going to satisfy you by trying. Why are you doing this? What's your end goal?" Bruce cut right to the point.

"To rule Earth of course." Loki said it as if it was an acceptable dream.

"You think Peter can help you do that?" Bruce was very curious as to why Loki thought he needed Peter.

"You've seen him in action correct? He is very talented and has extraordinary power and I figured he would be a great ally. Also he could help me take down you guys." Loki's smirk never left his face.

"I guess what you didn't account for is that we will do anything to protect earth and it's inhabitants. If we have to subdue Peter to stop your robotic spider army we will." Bruce stated.

"The only way to stop him is to kill him. Are you willing to do that?" Bruce flinched a little at this statement, but he knew what he had to say.

"Yes we are." As Bruce said this Loki's smirk faltered . His facade was coming down. Loki disappeared after that because he didn't want Bruce to see the fear in his eyes.

"You guys heard everything right?" Bruce asked into his com. as he walked over to check on Thor.

"Yeah and I have to say you have balls Bruce." Tony sounded like a proud parent.

"The main issue here though is what Loki said. The only way to stop him is to kill him…" Natasha brought up the crucial fact that Tony was trying to avoid.

Hope you guys enjoyed this chapter! :D