A/N: Done mostly for myself and the aggravation at seeing a scant number of fics in the Ultimate Spider-Man section. Set right after the end of episode 12: Me Time. Inspired slightly by something I read on a TV Tropes page.

Disclaimer: Rights to the Ultimate Spider-Man and all of its wonderful characters are exclusively for Marvel/Disney/people who are not me.


Director of S.H.I.E.L.D. and all around badass, Nick Fury, glances at his watch. He has 30 more minutes to keep the video files of Peter Parker, a.k.a. Spider-Man, in existence. The laughter that had erupted from the mouths of his four teenaged charges was beginning to subside. Alright. He has let them have their fun.

"I can't believe you agreed to let us watch this, Director Fury," Ava Ayala, a.k.a. White Tiger, crosses her arms now, her usual skepticism finally tearing through her mirthful experience. For his part, Fury just smirks in reply.

Luke Cage, a.k.a. Power Man, groans from his seat next to her, "There's a catch isn't there? There's always a catch."

"Tch, whatevers," Sam Alexander, a.k.a. Nova, is the last of them to cease his rowdy sniggering. He is already thinking of all of the blackmailing he could do with this knowledge! "Whatever you make us do, Fury, watching Petey make a fool out of himself was worth it."

"I just need you to watch one last video."

"Shall we once again be amused by its contents?" Danny Rand, a.k.a. Iron Fist, inquires. Although he was not completely comfortable watching Peter during his private time, he could not deny how humorous some of the things their friend did when he thought he was alone.

"You'll see," Nick Fury answers cryptically as he presses a remote to continue the footage he was showing them. The screen flickers away from the freeze frame of Peter's terrible attempt at mocking Nova to a scene of his bedroom, the lack of long shadows framed by orange light indicating that it was nighttime. Sam frowned at the lack of occupants.

"Hey, where's the Webhead?"

"Shh," Ava sharply raises a hand for him to shut his trap. "This… it isn't like the other clips."

They wait with held breaths for any sign of human life to move into the screen. After what felt like an eternity, a shadow dropped into sight behind the window at the head of Peter's bed. It opened to reveal the lanky form of Spiderman crawling into the room, the faint glow from the street lights outside helping to make out the red and blue tights encasing his frame. Before Nova could utter a rude remark, a pained moan slipped through the past Peter's lips as he plopped head first onto his sheets. The completion of the action was met by another aggrieved noise.

"Ugh, yes, Spidey, that was such a good idea. Lie on your injured side," he snarked moodily to himself. With more aggravated groans, he rolled onto his back.

"Oh my lord…"

Underneath the shredded and tattered remains of his costume was a horrendous sight. A gaping gash adorned the teen's torso, barely managed by a makeshift bandage of webbing. Even with the tightly wrapped web, blood had seeped through, a blotch of striking scarlet against the stark white substance. For a minute, they thought he had gone to sleep, but he took off his mask and sucked in a shaky breath. Surprisingly, he laughed, "I am so glad Aunt May is out for the night and tomorrow. How would I explain the bloody trail leading to her house? Not to mention the ruined bed sheets. Whelp, at least 'once again, the city is saved by your friendly neighborhood Spiderman' who should seriously stop talking to himself and get some sleep."

Director Fury interprets that as the time to stop the video. Silence continues to fill the room to an almost unbearable level.

Surprisingly, Danny is the one to break the oppressive silence, his voice barely above a whisper, "What happened after?"

"Thanks to his powers, he woke up the next day with most of the damage healed over. He was incredibly sore, but he was still able clean up his mess and complete his schoolwork well before his aunt returned home in the afternoon."

"Why didn't he call us?!" Ava gripes, slamming her palms against the table. "We're a team. We're supposed to be helping each other out!"

"He's supposed to trust us," Luke bites out, eyebrows knitted together in frustration. He felt more than a little ill at seeing such a grievous wound on his teammate.

"Why?" Fury queries, his face like stone.

"Why?!" Sam sputters, arms gesturing wildly in every direction. "We're friends!"

"Really, now?" the Director raises his eyebrows as if he was surprised. "Tell me. What do you know about Peter?"

"Peter Parker, born August 15, 1995, to Richard and Mary Parker, who were pronounced dead 6 years later after the airplane they were on crashed," White Tiger pronounces professionally. "He was taken in by his blood relatives, Benjamin and May Parker. Later, soon after his 16th birthday, he was bitten by a radioactive spider, gaining several superhuman powers."

"When his Uncle Ben was killed by a crook," Iron Fist continues softly. "He assumed the title of Spider-man and has been fighting crime as a vigilante for over a year and continues to do so."

"He's a highly intelligent student who excels in science," Power Man added.

"Yeah, and he's friends with richie-rich Mr. Harry Osborn and reporter-wannabe Mary Jane Watson," Nova yawns, as if everything they were saying was common knowledge.

"And what does he know about all of you?"

"That's easy! He… uh…" Sam scratches his head contemplatively for over a minute, raking his brains for anything good. Drawing a blank, he offers a weak answer. "Knows our names?"

"Our identities and powers, but that's given," Luke shrugs. Nothing had come to him either.

"Our personalities? How we act?" Ava brings up half-heartedly. She could see where this was going and looks to Danny for more help. The monk just sighs and shakes his head, resting his chin on his intertwined fingers while his elbows rest against the metal surface of the table.

"No wonder he doesn't trust us that much."

"That's right," Nick Fury states fiercely, eyeing his charges critically as they realize their mistake. They had expected unwavering trust out a guy who knew next to nothing about their backgrounds, their lives before S.H.I.E.L.D., their personal lives when not at school or in costume. His expression softens as he takes in their forlorn faces and sighs. "All four of you have been together ever since I brought you on the Helicarrier. You act like a group because you are one and consider each other family. Maybe you didn't realize you were doing this, but you alienated Parker. Just because S.H.I.E.L.D. has given you the means to understand everything about him, doesn't mean you do, and it doesn't mean he understand you, either. You are his teammates. You act like his friends, but you have to actually be his friends to truly understand him and for him to understand you. All of you. Do you understand?"

Everyone bobs their heads in assent.

"Good," he turns away from them and brings the remote up to point at the screen. All footage that S.H.I.E.L.D had of Peter Parker in his home is deleted. Permanently.


A/N: Meh. I don't know. I just... really wanted a semi-serious USM fic out there. It's definitely not my best work, but hopefully you enjoyed. Thanks for reading this far. I might have more drabbles about USM later, but... who knows?