Hello everybody, and welcome to my first fanfiction! For my first go, I will do my take on what many comic book fans have wanted from day one; Spider-Man in the Marvel Cinematic Universe. With the announcement of Marvel regaining the rights (at least partially) to the web head, I was fairly excited, but I still to some degree wanted to see Spidey with Earth's Mightiest Heroes from the beginning. And just as some icing on the cake, I'm also bringing the merry mutants of the X-Men into the MCU as well, particularly Wolverine (of course).

In this AU, I will be crossing Sam Raimi's Spiderverse (Toby Maguire as Peter Parker, James Franco as Harry Osborn, etc.) and the X-Men films with the MCU, the former I find a million times better than the "Amazing" Spider-Man films. With that said, there are still going to be some changes here and there to certain story elements, which I will list here:

This take on the Avengers film starts at the ends of Spider-Man 2 and X-Men: the Last Stand.

Unlike the actual film, Cyclops does not die and is still the leader of the X-Men, though Storm is the headmistress of the school. Wolverine still leaves the team following the death of Jean Grey.

The prologue to this story is essentially the same as the post-credits scene of the first Iron Man film, only with Spider-Man instead.

Also, Hawkeye was the chief S.H.I.E.L.D. agent in Thor instead of Coulson, because I think we can all agree that one of the few flaws the Avengers had was that Hawkeye was a little underdeveloped.

*Thor got into a fistfight with Hawkeye when trying to retrieve his hammer, among other things

With all that out of the way, let's get into the re-imagined Marvel Cinematic Universe!

DISCLAIMER: the characters, concepts and other elements of this story are not my own. The rights to these are owned by Marvel, Disney, 20th Century Fox, and Sony.

Prologue: a Bigger Universe

Peter Parker walked up the stairs back to his run-down apartment feeling like the king of the world. Just when he felt like the responsibility of being Spider-Man would forever be a curse on his life, everything had turned around. For the longest time he had thought that if MJ knew his identity, it would only put her and everyone he loved at risk. But now that she knew, he actually felt she was safer than ever before. To think that if he had just told her the truth about his identity from the start, he could have had this new confidence and look on life that much sooner. Now he had the power and responsibility of New York's resident superhero, a (semi) well-paying job, and the girl of his dreams all at once! What could possibly go wrong now?

Peter was in such a good mood (especially for a guy who just left a chase with two car thieves, a fistfight with a couple of muggers, and a roasting of a braindead shoplifter), he didn't even groan at Mr. Ditkovich screaming for the rent again. I'll pay the rent when you fix the door, he thought to himself as he walked into the dark room.

"Nice place you got here, Mr. Parker."

It took all of Peter's self-control to keep himself from screaming. He turned to see a form standing in the dark corner of the room, clearly not wishing to be seen at the moment. Who the heck is this guy? Peter though. My spider-sense didn't even flinch.

"What? Surprised? I didn't think the Friendly Neighborhood Spider-Man got scared so easily."

Peter couldn't believe his ears. How did this guy know…?

"Don't worry, Peter, your secret's safe with us," the man said calmly, as if reading Peter's thoughts. "I just came by to have a little chat. You've become part of a bigger universe, Peter, one that I'm here to make sure you know all about."

Ok, so this guy's smart, I'll give him that. Doesn't mean he's friendly though.

"Who are you?" Peter finally spoke up.

With that, the mysterious man came from his hiding spot. He was tall, black, and appeared to be in his early 50s with a small beard and bald head. He was dressed in a black shirt, pants and boots, with a handgun strapped to his waist and a back patch covering his left eye. Intimidating didn't come even remotely close to describing this man.

"Nick Fury, Director of S.H.I.E.L.D. I'm here to talk to you about the Avenger Initiative."