Warning: This is going to be a slash story.


The setting: Peter and Aunt May have moved into Stark Towers after the destruction of their family home by Charlie Weiderman. The New Avengers have assembled, Tony Stark has gifted Spiderman with a brand new suit, and Civil War has not yet started. The events of The Other have already occurred, but the testing has died down and Peter continues on healthily. Peter and Mary Jane are still separated – chance was against them and they never managed to reconcile. (Plus this is easier than killing her.)

The Beginning

In a private room near the top of Stark Tower, Tony sat and stared at the screen in front of him thoughtfully. On the screen was the diagram of at the new Spider suit and columns of data. The readings were quite clear. Spiderman was evolving. Again.

Tony pondered what he should do. Should he try to stop the changes now before they caused too much havoc in Peter's already hectic life? But Spiderman's powers were proving to be quite the asset. This precognitive sense the scans had been telling him about was nothing short of remarkable. He wondered if Peter understood just what it was he had. New powers would help them greatly. Yes, he would allow Peter's changes to continue. Perhaps… perhaps he could even make them happen faster?

Tony's fingers danced across the screen. Yes, he could do it. Certainly, he could let nature take its course, but that path would be fraught with unknown factors. And it could take years. Better to get it all out of the way quickly. Yes, he could make this happen. The suit was designed to allow for oxygen and any other necessary chemicals to enter the body via the suit if the situation called for it. All he needed was to tweak it a bit next time Peter gave it to him for routine inspection. Peter shouldn't notice a thing. Should he tell him what was coming?


No need for him to know about it. Peter had a strange and complicated conscience and he didn't want to confuse the boy. No, he would allow the changes to happen and let him think it natural. And it was natural in a way. He was just giving nature a little push, that was all. He would even help him through any… difficulties he may encounter. Tony was unsure what new strengths or abilities Peter might manifest, but he was confident of his capability to handle anything. His assistance in this trying period could also serve to strengthen the boy's ties to him. And he would need those ties in the war he saw coming.

For now, Tony would just observe.



There was a child screaming. That was the first thing he was aware of. He tried to move towards her but found he had no body to move. His world was sounds, darkness, and disjointed images. The screaming stopped, but he could hear the soft thuds of her shoes in the dark as she ran, panting heavily, sobbing. He caught a flash of red hair, but that was all he could see of her in the dark. A dirty teddy bear lay in a puddle. There was a quick glimpse of street signs, Fourth and Kingsley. He heard the rapid footfalls stop and saw a flash of a gun. Screams, crying, whimpering. He saw red hair on the dirty ground. A street clock read 3:00.

Peter sat up suddenly, violently awake. He struggled with his sweat-soaked blankets and staggered out of bed, stumbling his way through his messy apartment to get to his Spiderman suit. With shaking hands, he ripped off the rumpled shirt he had been sleeping in and pulled the bright clothing on quickly. Suited up, he hurried to the fire escape, only to lurch gracelessly over a railing, still rattled from the dream. He caught himself just before he hit the pavement, shooting out his webs desperately and jerking himself upward, falling back into a more normal swing as he collected himself.

"Strange dreams," he muttered. "Gotta stay away from Wolverine and his drunk stories and ugly socks before bed."

The dream was already fading from his memory, but the street signs stuck with him. 'Why not?' he thought and headed that direction.

Several hours later, he was in the kitchen, rifling through the fridge.

"Mr. Parker, you're up early," observed Jarvis as he entered the kitchen to prepare for breakfast.

"Yeah, couldn't sleep. Went swinging." Peter poured himself a glass of milk and gulped it down.

"See anything interesting?" the elderly butler asked mildly as he took the milk from Peter and put it back in the fridge, looking for eggs.

"Not really. Found a cute little redhead wandering the streets by herself. Couldn't have been more than five. Got her back to her mother. Pretty quiet tonight, though."

"Ah," said Jarvis. "Nothing terribly exciting then."

Peter grinned, tilting his chair back.

"Just a standard teddy bear rescue."

"I'm glad. Sit up straight, what would May say? Would you like an omelet?"


The dreams continued, though Peter remembered very little of any of them. He thought nothing of waking up at strange hours and swinging through the night. This was his life, and full night's sleep had rarely been a part of it. Nick of time rescues, however, always had been. If there were more than usual, he didn't think on it.

Tony noted his odd hours, but wasn't quite sure what to make of them. He continued to study the suit's data.

Sometimes, Peter would run into other heroes during his late-night rounds. The other New Avengers occasionally joined him on his way out and it had never been terribly unusual for Spiderman to run into the Human Torch while swinging through the city.

They had just started their mile high banter, Torch floating and Spiderman sitting against a skyscraper wall, when Spiderman fell silent mid-sentence. He looked around.


"Huh?" said Torch.

He pushed off the wall and webbed less than a mile away to stop the robbery of a mom and pop convenience store. The male proprietor of the business had just confronted the robbers and had been seconds away from being shot and killed when Spiderman came on the scene and webbed the crooks together, leaving them stuck on the ground and helpless. As the owner called the cops and his kids peaked from the stairwell in the back, Spiderman left, running into Torch on his way out. They returned to the skyscraper before the cops came.

"That was amazing. How did you know?"

Spiderman shrugged and stretched his hands out in a grand gesture.

"I'm the Amazing Spiderman!"

Torch rolled his eyes.

"Amazing Dorkman! more like it. Whatever, you've always been weird."

"Gee thanks."

"Yeah, I'm full of compassion."("Full of somethin'," muttered Spiderman, but Torch ignored him.) "I gotta go," Torch sped away with a flourish. "See you at the next poker game?" he called.

"Prepare to lose your shirt, flame boy!"


Peter was never able to remember much of his first serious "episode," just pain and confusion. He didn't remember the sudden blinding pain and the series of countless images that had him collapsing to the ground and clutching his head in agony. He didn't remember breaking and entering an expensive apartment, interrupting a child molester as he chained a small boy to his bed. He didn't remember smashing the man's face in and jumping out the window with the frightened boy as the man's friend came in, wielding a gun. He didn't remember taking the gun and webbing both men to the floor. He didn't remember giving the boy to the nearest policeman and hurriedly telling the startled cop the address where he found him and where he could find the men who bought the child. He didn't remember almost drunkenly swinging away, ignoring the cop's calls in his relief to have completed his task, too exhausted to pay any heed to approaching sirens. He didn't remember passing out in a dark, empty alleyway to be found some time later by a familiar, long haired man.


He woke up in a comfortable, unfamiliar bed. He experienced a moment of panic when he realized his mask was off. But his spider sense remained dormant, so he got up and glanced around the room. There were several bookshelves lining the walls and a television across from the bed. There was a large window which turned out to be the entrance to a balcony. He tried the glass door and it was open. Obviously whoever brought him here didn't intend to hold him prisoner. He glanced out on the skyline. And he was still in New York. These were good signs.

Curious, he left the room and walked down a short hallway to find himself in a dining room with a small table. There a man sat, reading the newspaper and munching on toast.

"Good morning, Peter."

"Oh man. Hey Al. What the hell did I do?"

Alyosha Kravinoff folded the newspaper and grinned at him.

"You mean, what did you do to wake up in my bed?"

"Oh no," moaned Peter. "What was I drinking last night?"

"You got me," Kraven shrugged. "I found you passed out in an alleyway. Was in the area and scented you. I couldn't leave you there and I didn't think it would go over too well if I brought you back to Stark Towers in your condition (some of your friends have a tendency to attack first and ask questions later) so I brought you here to sleep it off. It's Monday by the way."

Peter reeled with that. He began frantically pacing the room.

"Monday! But I was out on Saturday! What time is it? It's 10:00! I missed my classes! I'm so fired, the principal's going to kill me. What do I look like? Am I bruised up? The kids already think I'm in a gang or an abusive relationship or something. Where's your restroom? I'll just go in the new suit, thank God Tony gave this to meohgodthey'regoingtokillme."

Kraven watched this with amusement.

"Relax. I called you in sick."

Peter stopped in mid-rant.

"Oh." He dropped into a chair at the table. "I'm a little less dead then." He paused. "Wait, how did you know where I worked? My kids haven't hired you to kill me, have they?"

"No. And how could that happen? I'm stinking rich. And I told you I researched you, remember."

"Oh yeah. You're thorough."

There was a moment of silence and they both stared at each other. Then Kraven laughed.

"I think this is the first time I've spoken to you without your mask. With it on, it's easy to forget that you look like just a boy."

"Hey!" Peter replied indignantly. "I look old! Old and manly!"

Kraven chortled. "I bet you still get carded for alcohol."

"I do not – well, um, that's got nothing to do with anything!"

Kraven laughed and Peter glared.

"I'm old enough to have fought with your father! Lots of times!"

"Yeah, yeah," Kraven waved his hand dismissively. "Whatever."

"'m not a kid," Peter muttered petulantly. "Ooh, Pop-Tarts!"

He snatched one off the table. "Mmmmm. You billionaires really know how to live. Tony likes the smores kind. Though he can't eat them now with the heart and all so he just watches me eat all of his with envy and Iprobablyshouldn'tbetalkingabouthishealthwithsomeonewhousedtobeevil. "

"Hardly evil," Kraven countered. "Just bad in a sexy way. I was confused. And misunderstood."


Kraven rested his chin on interlaced fingers, watching Peter act the clown with interest.

"Do you remember what happened?"

"Nope! If I was passed out in an alleyway smelling like this, I guess that's for the best, huh? Can I use your shower before I go?"

"Aren't you curious how you ended up there?"

Peter paused, wiping Pop-Tart crumbs from his mouth.

"I didn't do anything bad, did I?"

"No, far from it." He handed Peter the newspaper. "You rescued a child from a sex offender and tipped off a whole series of events. With the help of the child's story and the sex offender's confession, the police were able to uncover a massive child prostitution ring."

Peter stared at the paper blankly.

"This is having worldwide affects. Human traffickers took a huge hit because of what went down Saturday night," Kraven went on. "It's pretty amazing. You were the catalyst for it all. And you don't even remember?"

Peter shook his head.

"I don't remember anything. Just suddenly getting a massive headache. Are you sure I did this?"

"The officer reported that you gave him the stolen child and told him where to find the molester who would lead him the traffickers. The child remembers you crashing in through a window and rescuing him."

"I don't remember any of this," said Peter, staring at the paper in awe. He wasn't used to getting good press.

Kraven frowned.

"Look, Pete… I know we're not the best of friends or anything, but this doesn't sound good. Do you black out like this often?"

"No! I mean, I did, but that was before I died. But death turned out to be pretty good for me."

Kraven blinked. "Um… yeah. If you say so. I'm glad that worked out for you. You do smell different now."

"Yeah, I know. Apparently, I spent some time in an alley."

"No, though that's very true too… Maybe you should talk to one of your super-scientist friends about this."

"I can take a shower!"

"No! About your passing out."

"No," Peter shook his head seriously. "I'm tired of tests. This only happened once. Let's keep it between us."

Kraven shook his head. "Whatever, Pete. It's your life and it's not like I chat with your fellow super-heroes often."

"Thanks Al, you're a real pal! Now, can I borrow your shower?"

When the next vision struck, Spiderman was swinging high and free above the city. Then the vision hit him like a brick and he went down… like a brick.

Luckily a dumpster broke his fall.

However, he was unable to appreciate the lovely new odors that surrounded him as he shook uncontrollably, assaulted by dozens of images at once. He writhed in pain on the pile of trash, gasping out great sobbing breaths of air, unable to handle all the information at once. He lay still when the episode subsided, just trying to breathe and process what he had just seen.

He got up, retched a bit, then swung as fast as he could across town.

It wasn't a difficult or particularly noteworthy rescue. There was a drunk driver and a woman crossing the street, not realizing he was about to come careening through a red light on her intersection. He got there just in time. Just as the woman looked up into the oncoming vehicle, Spiderman scooped her up and swung her across to safety.

He set her down on the sidewalk. There were a few people milling about and they watched the rescue in awe. The woman thanked him profusely, but he hardly heard her.

"You have to be more careful," he heard himself say dimly. "You're important to the children. They need you."

He wandered away, ignoring the woman's astonished questions, weaving through the crowd of people that parted nervously to let him through. He wandered into an alley and let the suit change into street clothes. Then he leaned against a wall and threw up until he was dry retching. He slumped down against the opposite wall, mindless of the dirt and smells.

He wasn't sure how long he sat there before he heard a kid's voice.

"-er? Mr. Parker? Mr. Parker are you ok?"

Tommy, one of his science students, stood at the opening of the alley, looking at him uneasily.

"I'm fine Tommy. Don't worry." He gave him a lopsided grin.

Tommy didn't look particularly reassured.

"Should I call somebody? Do you need an ambulance?"

A new voice came in.

"Don't worry. I'm a friend of Mr. Parker's, I'll help him out."

Peter looked up and grinned weakly.

"Hey Al."

"Hey Pete."

Kraven stood next to the kid. The kid looked uncertain.

"Do you need any help with him?"

"No, I got it kid. Me and Mr. Parker go way back."

Peter nodded to the kid.

"Don't worry Tommy. I'm just really tired. Go home and do your homework. I'll see you 2nd period."

"If you say so, Mr. Parker," the kid said doubtfully. He left.

"What is it with you and alleyways?" Kraven asked, approaching the slumped man.

He frowned when he saw Peter's face, ashen, blood dripping from his nose.

"Are you alright?"

"I'm just dandy. Just give me a minute. I'll be fine in a bit."

They were there for a moment in silence. Peter closed his eyes, and leaned his head against the wall.



"Maybe I should help you home."

"Hmmm," replied Peter agreeably, his will to stay awake apparently leaving with the kid.

Kraven rolled his eyes and put his arm under Peter's shoulder, lifting him up.

"I'm parked not far from here. You want me to take you back to the New Avengers?"

Peter seemed to gain some animation from that. He stood up a bit straighter.

"No! Not there. They'll just want to run more tests."

"Yeah, I bet."

Peter shook his head, looking worn and tired.

"I'm fed up with tests. I feel like a lab rat with Reed and Tony poking at me like that. I'm fine."

Kraven snorted.

"Yeah right. You look fine. Here's a tissue, why don't you wipe the blood off your face."

Peter touched his face and looked at the blood in surprise. He wiped it away quickly.

"If bleeding was a problem, we wouldn't be in this business."

Kraven grunted noncommittally and they continued to the car in silence. They barely received any strange looks at all, a large, muscled man, supporting a thinner one as he stumbled along the sidewalk. New York. Peter seemed to lose the energy he got from Kraven's suggestion that he contact the New Avengers and slumped in the front seat, visibly drained. Kraven watched him for a moment pondering his options, then started the car.

"You can crash at my penthouse again," he said, deliberately casual. "Until you feel up to going back to Stark's disgustingly huge tower. If you want."

Peter opened his eyes and peered up at him gratefully.

"Thanks Al."

Then he slumped back on the seat, eyes closed. They drove in silence for a while. Kraven could tell Peter was nearly asleep, but he was curious.

"That was quite the rescue."

"You saw it?" Peter's voice was slurred by sleep.

"Yeah. Saw you stumble into that alley, too. You should be more careful."

"Hmmm," agreed Peter vaguely.

"What did you mean by what you said to her?"


"The woman you saved."

"Oh. She's a nice lady."

"Oh, so you know her?"

Peter chortled and murmured. "No, never seen her before in my life."

"Then why did you tell her she was important to the children?"

"Cuz she is. I saw. That's why I was there."

"What did you see?"

Peter's eyes opened into slits and he looked up at Kraven blearily. Kraven couldn't help it. He flinched away from the expression on Peter's face. "What I saw," he said, like that explained everything. He closed his eyes again and his forehead knit in consternation. "It hurts to see things. Hurts so much." He leaned his head against the window. "I'm so tired."

"Pete?" Kraven asked, uncertainly, by now extremely worried.

His only response was a snore.

To be continued... (if I get reviews. Please review!)