The streets of Queens were surprisingly quiet for a Friday night. Peter's phone vibrated and he nearly jumped out of his skin. It was nothing—just an alarm set for 2:00 a.m. to remind him to get his skinny spider-butt home before Aunt May killed him.

When May discovered his secret identity, she reacted exactly how Peter had expected her to: yelling, swearing, freaking out, and he wound up grounded for the rest of his life (just about.) At first, she forbade him from ever donning the suit again; that was to be expected. After all, Peter was the only family she had left. She couldn't stand by on the sidelines and allow him to get himself killed! After the initial shock wore off (and after she had left Tony Stark a voicemail with a few choice words) she and Peter talked. Deep down, she knew Spider-Man was very much a part of Peter Parker—they were one and the same—and she couldn't take that away from him. After all, it was his identity, part of who he was. Still, the decision to allow him to continue to throw himself into the middle of danger had not been an easy decision to make. Spider-Man was benched for nearly two weeks while she mulled it over. Finally, after many long nights filled with prayers, worrying, and some cursing, she sat Peter down and she (in a sense) let him go. There were a few ground rules laid down, which included a 2:00 a.m. curfew (hence the alarm), a strict no-secrets policy, and Peter had to tell her where he was and where he was going.

Tonight, however, all those rules went out the window because Aunt May wasn't home. She had left until Sunday to attend the wedding of an old friend. That left Peter free to do whatever he pleased. If he wanted, he could throw a house party, or make fireworks, or bake and eat an entire pie (which he actually ended up doing—it was Aunt May's recipe for blueberry pie and it was divine and he refused to feel any shame about eating an entire pie in one sitting.) Peter liked the idea of doing something crazy and rebellious, however, he didn't want to get in trouble. And, on top of that, Ned was home sick with the flu and it wasn't as much fun doing stupid stuff if you didn't have anyone to do it with. So, he spent a good portion of his freedom loafing around in his underwear watching Netflix and imagining what it would be like to hang out with the Avengers. (Admittedly, there were moments when he regretted turning Mr. Stark down, but he knew he'd made the right call.)

The other portion of his time was spent as Spider-Man, out patrolling the streets. The streets, however, were incredibly boring this week. He'd helped a little girl find her mom, accidentally crashed a funeral, rescued a whole bunch of dogs from a dog fighting ring, bought groceries for a homeless man, recovered a stolen wallet, crashed a wedding, and gave food to a stray dog (which had begun to follow him around and hang around outside of his apartment—he named her Tessa.) Not a completely unsuccessful week, but he couldn't deny that he was absolutely bored. There had been no robberies, fires, assaults, anything. It wasn't a bad thing, per say, but Peter couldn't help but wonder where everybody had gone.

That Friday night had been no exception. Peter jumped when the alarm on his phone went off. Technically, he didn't really have to be home by 2:00 a.m., seeing as Aunt May was away. However, there was simply nothing to do, no one to help, so, with a disappointed sigh, Peter rose from his spot perched on top of a large skyscraper, and began to meander back home.

"I don't get it, Karen," Peter complained, dejectedly. "Where did everybody go?" He swung down from the tall building and landed gracefully on the pavement below.

"I'm afraid that I don't know. I can run a search for you, if you'd like?" Karen suggested. To Peter, the AI sounded almost sympathetic.

Peter sighed. "Nah, you don't have to. I'm just complaining,"

"Crime rates have appeared to drop significantly within the last week," the AI commented. "Congradulation,"

"I know," Peter mumbled. "It sucks," He kicked an empty can. "I mean, not that it's a bad thing that all the crime is gone," he commented. "It's just, what if I'm not needed anymore? I mean… what if nobody needs Spider-Man? What'll I do then?"

"You could open up a bakery," Karen suggested. "I have noticed that you seem to enjoy the culinary arts,"

Peter wrinkled his nose. "What?" he asked. "I mean, baking's not the greatest, but I guess it's okay. I really don't mind it that much but it's not really my favorite," he said.

"Would you like me to pull up the video footage of Wednesday night?" Karen asked.

Peter made a face. "Why would I want that?" he asked.

Karen didn't respond. Instead, she pulled a video up in the mask's screen. It was a video Peter had taken of himself, wearing the Spider-Man suit and Aunt May's lacy yellow apron.

"Welcome back to Baking with Spider-Man! Tonight we'll be making Aunt May's famous blueberry pie for our guest host, Black Widow—" The camera panned over to a Black Widow action figure standing on the counter.

"No, no, no!" Peter screeched, earning him a few odd looks from the few other people wandering around the streets. "Turn that off, delete it! Karen, why do you have that?" he demanded. He felt his face heating up beneath the mask.

"I automatically download all photos and videos you take onto my hard-drive for storage," Karen answered casually.

Peter stopped walking just long enough to bury his face in his hands from deep embarrassment. "Just… please tell me that Mr. Stark doesn't have access to them, does he? It's not part of some stupid 'Scrapbook Protocol Program' or anything, right?" he asked desperately.

"No," the AI said simply. "But I can send them to him, if you would like. Would you like me to send them to him?"

"No!" Peter screeched again, sound almost raptor-like. "No, Karen, why would I want that?" he cried.

"I thought they were good videos. I'm sure that the Food Network—"

"No." Peter said. "Whatever it is, just… no. I think I'm just gonna stick with being Spider-Man and not open up a bakery or start a cooking channel or anything,"

Suddenly, the sound of explosions pierced the air, followed by a heavy clattering sound. Spider-Man jumped nearly three feet in the air.

"Karen, what was that?" Peter demanded, his voice cracking.

"It sounded like an explosion," the suit responded simply.

"Do you know where it came from?" Peter asked. Finally, some action! he thought inwardly.

"Five blocks south from here," Karen said. "Do you want me to plan the quickest route to get there?"


After a second of processing, Karen instructed: "Climb the building to your left," And with that, Peter was off. It didn't take more than a minute or two to reach the scene of the crime. The teenager perched at the top of a building and peered down at the ally below, trying to get a feel for what was going on.

Peter saw four men, one of whom was laying face down on the ground, surrounded by a large pool of blood. The other three men were riffling through his pockets. They were decked out in black from head to toe, with classic "bank robber" aesthetic. With all three men distracted, Peter took the opportunity to leap down from the building's roof and stand at the mouth of the alley way.

"Didn't your moms ever teach you that stealing was wrong?" Spider-Man asked leaning casually against the brick wall of one of the buildings.

The thieves immediately whirled around. Peter hadn't noticed before, but each one of them was wearing a gas mask to conceal their identities. Peter, somewhat startled, jumped back.

"That's the creepiest thing I've ever seen!" he blurted out. "What are those?"

One of the thieves took a shaky step backwards, clearly unnerved by the almost-Avenger's presence. "Boss! It's Spider-Man! I thought you said none of those spandex-ladened freaks would bother showing up!" he spat, his voice filled with both anxiety and indignation.

The boss, who was the largest in stature, reached forward and gave the fearful goon a firm slap upside the head. "Pull it together, Mammoth! Three on one? We can take him,"

The other goon leaned forward and crooned, "Aw, you afraid of the itsy bitsy spider?"

Mammoth gave the other henchman a hard push. "Shove it, Sting. Ain't you guys seen the news? That kid's a force-a-nature,"

Peter smirked. "Aw, you're a fan! I can give you an autograph if you want," he said cheekily.

The boss-man, ignoring the petty fighting of his two teammates, took a bold step forward. "Ain't it a little bit past your bedtime, kid?" he asked.

Inwardly, Spider-Man cringed. "What? No! I don't have a bedtime!" he recoiled quickly. His eyes flickered towards the man on the ground. He was losing a lot of blood. If Spider-Man didn't act quickly, he'd probably die. He glanced up at the three approaching goons and eyed them down, trying to process as much information as possible. They were each carrying bulky, gun-shaped weapons of various sizes—Peter recognized them immediately as some Toomes' Chitauri-hybrid-superweapons.

One of the thieves, Sting, noticed Peter carefully eying his weapon and cocked his head to the side. "These? Oh, you're probably familiar with these," he said. "Wanna see what it does?"

Peter swallowed thickly. Ever since Toomes' weapon-selling empire had collapsed, a good potion of Spider-Man's time had been dedicated to safely recovering all of the various weapons Toomes' had sold to various crime lords during his reign. Peter was, unfortunately, all too familiar with the various alien weapons. More than once, he'd found himself of the receiving end of a painful laser blast. He shuddered at the memory.

"Ah, honestly? No, not really," Peter admitted.

Sting snorted. "Too bad Spider-Brat," An intense, white-hot beam of energy exploded from the barrel of the weapon. Spider-Man leapt out of the way. However, he was unable to completely avoid blast, which caught him in the leg and sent him sprawling across the cold pavement.

"Aw, come on man! I just washed this suit!" Spider-Man whined as he leapt back to his feet and brushed himself off.

Peter ran towards the three creepy, gas-masked hoodlums and dove to the ground, shooting a web at Sting's legs as he slid pas. He propelled himself to his feet, leapt in the air, and attached the other end of the web to the bottom of a fire escape ten feet off the ground. Before he had time to process, Sting was swept off of his feet and left hanging upside down in the air, the gun falling to the ground with a heavy clatter.

Peter pushed himself off of a wall and round-house kicked Mammoth in the face, sending him flying backwards.

"I'm impressed, Spider-Man," Boss-Man said, readying his weapon. He fired three shots of some sort of solidified light. Peter expertly managed to escape the shots, which pierced the wall behind him like arrows.

"Whoa!" Peter could help but exclaim. "What is that?"

Boss-Man ignored the questions and fired off another four shots. Peter, once again, somehow managed to escape the weapon's deadly blow. "Karen, ricochet web!" he exclaimed. He fired the web off of the wall which bounced back and caught Boss-Man square in the face. Immediately, he dropped the weapon, his hands flying up to pull the webbing away. Peter wasted no time in webbing him to the wall.

"Peter, on your left," Karen notified, calmly.

Sting had somehow managed to free himself landed to Peter's left with ninja-like grace. Peter's reflexes, however, were much too fast for him. As soon as Sting was up on his feet, Peter fired a web at him, which plastered him against the wall, just like his boss.

Peter sighed in relief. "Karen," Spider-Man began, breathing heavily as he knelt beside the injured man on the ground. "How is he?"

"His vital signs are getting weaker. His wounds are extensive but not life-threatening," Karen said calmly.

Peter's whole body relaxed at the news.

"Hey, Spider-Man!"

Peter turned around. Mammoth grabbed the teenager's arm, roughly pulled him to his feet, and suddenly struck him in the shoulder with a gauntlet-type weapon clad around his arm.

Peter went flying backwards and slammed against the back wall of the alley. He howled in pain and gripped his shoulder. Pain radiated through his body and suddenly he felt colder than ice. His bones ached. He began shaking violently. The weapon Mammoth was using was unlike anything Peter had ever encountered before.

"Wh-what was that?" Peter asked for the third time that evening.

Unlike his boss, Mammoth was polite enough to give Peter an answer. "Ice-puncher," he said simply.

A feeling of horror crept through Peter's chest. On instinct, he glanced down at his shoulder, which was clearly dislocated from the impact of the blow. The pain radiating from the wound was both excruciating and somehow numb. He could feel the coldness radiating through the suit.

Mammoth was towering over him now, his head cocked sideways. With the ghostly gas-mask, his appearance was horrifying. Peter felt a sudden urge to run away. He was so overcome by shock and pain that he couldn't think of anything to say. All he could do was sit there, helplessly staring up at the man who was going to kill him.

Would this really be the end of Spider-Man?

Peter couldn't help but chuckle, but it came out sounding strangled. His mind was completely numb. He tried to force himself to think up an escape plan, look for a way out, anything, but his brain wouldn't work.

"But yer having a hard time thinking, ain't ya?" Mammoth asked. "That's 'cause a the cold. It's called hypothermia. Yer body's going into shock 'cause of how cold y'suddenly got. Feeling sleepy yet?"

Peter blinked sluggishly. That couldn't be right! He didn't feel cold, anymore. Actually, he couldn't feel anything at all.

"I really hate to do this to you, Spider-Guy. I know you mean well but… well, we all got our orders," Mammoth said.

Peter felt oddly touched; Mammoth sounded genuinely apologetic. Everything felt sluggish and painful. His head hurt. His eyes were heavy. Peter Parker was so tired. Would death really be all that bad? Somebody important—Shakespeare or something—had said that death was like sleeping and sleep sounded really, really nice.

And yet, there was part of him that didn't want to die. It made him feel sad (even though he wasn't really sure why.) Peter sighed and allowed his eyes to slip closed, his head falling limply against his chest. In what would be his final moments, Peter found his mind drifting off. Oddly enough, it wasn't Aunt May that he thought about, nor was it Tony Stark or Ned, or Uncle Ben or even his parents. In his last few moments, Peter found himself thinking about the little girl he had helped earlier that day. What was her name? Mandy? Tabitha? Lorraine? Eliza? Yes, that was it. Her name was Eliza. She hadn't been more than five or six years old.

Peter loved kids. He couldn't wait to grow up and be a dad someday. But if he died here, on the dirty ground of some alley way in New York, he'd never have that opportunity. He'd never be a dad, he'd never get married, he'd never fall in love. He'd never get to experience life. No more LEGOS, no more school dances, no more of Aunt May's pie, no more laughing, no more feeling loved, no more sleeping and waking up. That sent a dull pang of sadness radiating through his chest. It was enough motivation to force him to open his eyes and lift up his head.

C'mon Peter, c'mon Spider-Man. You gotta do this. You gotta think. You can do this. You can do this. C'mon. Think, Spider-Man!

Except, there wasn't a way out this time.

Peter swallowed thickly. Numb panic flashed through his mind. He could barely make his cold limbs function. Karen, sensing his dropping body temperature, had turned on the suit's built-in heaters. But it was too late. It was over.

Spider-Man lost.

Mammoth raised his fist, prepared to end it all was suddenly there was a loud CLANG! and Mammoth froze. His hands fell limp at his side and suddenly, he collapsed, completely unconscious. Standing behind Mammoth was the injured man the three creeps had attacked. He held a heavy metal pipe in his hand, having used it to knock Mammoth unconscious.

The injured man swayed, barely able to stay upright. "Spider-Man…" he gasped, his words hardly above a whisper. He dropped the pipe and clutched his side, which was bleeding heavily. "Are… are you alright?"

Peter blinked once, twice, three times, trying to make his brain function. The feeling was beginning to creep back into his skin, but his brain still felt foggy. His eyes were blurry and he was unable to focus on the man's face. His voice, however, sounded very, very familiar.

Slowly, Peter began to move. It took a great deal of effort and every movement was agonizing, but he managed to pull himself into a standing position, leaning heavily against the wall. "I- fine. I'm fine. Thank you! You saved my life,"

The man grunted in response, nodding his head.

Peter rubbed his eyes and blinked again. The world began to slide back into focus. He gave his rescuer a long, hard stare and immediately recognized him. He gasped, his eyes wide, and his mouth hanging open.

Steve Rogers. Captain America.

"It's you…" Peter said dumbly. Before Steve could respond, however, his injuries became too much and he collapsed.