Author's Note: This is something a little different than I'm used to writing and is actually a small part of Spider-Man's account of the Chitauri invasion in the Avengers Assemble movie.

And for those of you that may be wondering I will be updating my on-going story soon but these one-shots I've been writing just seem to write themselves, I'd rather get an idea out as soon as I've thought of it than keep it brewing in my head for a good while so I end up forgetting it.

This is just a fun little one-shot and I don't really have any plans to continue it as they're already so many great Spider-Man/Avengers crossovers, maybe some other time.

Disclaimer: I don't own the Amazing Spider-Man or the Avengers in any way, the character Spider-Man and all related content is owned by Marvel and Disney. The Avengers and all related content is owned by Marvel and Disney.


What was the word he was looking for?


Well yes but that didn't quite cover it.


He'd think that wouldn't he.


Definitely but he didn't say that out loud or else people might of thought he was crazy.

He looked down at himself seeing the long sharp spider symbol stretched down his torso and intertwine with the sleek black webbing pattern running up and down his costume seamlessly.

"Oh yeah… too late" Peter muttered to himself as he leaped from the rooftop pressing his two forefingers down into the palm of his hand propelling a long strong thin strand of bio-cable.

The webbing as he liked to call it instantly snagged one of the weird creatures pinning it against a concrete wall before it could bring its golden sword down onto an unsuspecting man.

Peter had no idea what was going on, the thing had just appeared out of nowhere and tried to attack the closest person. Other citizens fled in terror screaming wildly as more and more of the creatures seemed to be appearing out of thin air.

The creature struggled under the strength of the webbing but couldn't budge; the man turned around and to his surprise found the talk of the city standing right in front of him.

"Spider-Man? What are you doing here?" the man questioned the oddly dressed individual before him prompting Spidey to point to the weird creature he had just immobilized nonchalantly.

"What does it look like dude? I don't just specialize in giant lizards you know" the young man joked before stepping closer to the weird golden armour covered creature.

The creature was pretty tall, definitely a few inches taller than Spider-Man and sported a kind of off coloured grey skin. The word alien immediately sprang to mind and Peter had to snap his head back as the creature tried to lunge at him, Spidey laughed as it couldn't quite reach him through the webbing.

"Aww what's the matter Fido? You feeling hungry?" he said before receiving a low growl from the creature and a tap on the shoulder from the man.

"Uhh… Spider-Man, I don't think you should tease him" the man was dressed in a dark blue business suit and had dark black hair.

"Yeah and why's that?" Spidey said but ultimately regretted it as he felt a familiar tingle light up his skull telling him to turn around.

Peter gulped but reluctantly did as he was told, the sight he was met with was several more of the creatures and they all seemed to be sporting angered looks and dangerous weapons. The man instantly moved behind Spider-Man as the teenager put his fists up ready to get them a little dirty.

"Alright, who's first? I've never punched an alien before so you guys can share the honour" he said trying to force his scared thoughts to the back of his head as he was still relatively new to the whole superhero thing and he had only dealt with common thugs and a nine foot tall lizard monster.

His quip was answered as all four of the aliens rushed him growling and roaring wildly, Spider-Man moved to the side and pushed the man behind him against the wall thus allowing both of them to avoid a sword swipe heading straight for their heads. The aliens seemed to disregard the man for the time being and focused their attention on the strange red and blue thing that was resisting them, Peter motioned to the man to make a run for it and the man reluctantly agreed. He didn't think himself to be the hero type but he could tell just by Spider-Man's voice that he was just a kid, the thought of leaving a kid alone didn't appeal to him in the slightest but he had seen the guy on the news take down a giant lizard whilst avoiding being arrested by the city's entire police force.

Spider-Man tried to gain the aliens' attention as their gaze was drawn to the fleeing man, they looked as though they were about to give chase. Sucking in a deep breath of air he leapt at the four aliens delivering a well-placed right hook to one of their jaws, the alien in question flew back making violent contact with a car bonnet. Peter's spider-sense tingled and he instinctively arched his frame backwards avoiding a dangerously close sword swipe, he lashed his leg out in the process knocking an alien in the chin sending it flipping wildly in the air and through a store window.

The two remaining aliens both rushed Spider-Man at the same time slashing their swords at him with a powerful intent to kill in their weird yellow eyes, Peter maneuvered around each swipe thanks to his enhanced agility and reflexes and with a little help from his spider-sense of course. After a few seconds of dodging countless attempts to end his life he saw an opening and decided to take it, as one of the aliens brought it's weapon around to slice straight through Spidey's torso he rolled with the slash and placed his hand on the street's blacktop in the meantime. Having gained enough purchase he managed to push off of the street and kick the alien in the face bringing it to the ground hard, the last one standing glanced at his fallen comrade before tackling Peter to the ground in an angered frenzy.

Spider-Man managed to grip both of his wrists and apply some pressure but it did little to deter the alien creature, it pinned him to the street with golden sword in hand attempting to gain some leverage and wiggle its way out of Spider-Man's grasp. It didn't matter if Peter let go though, one thing he could count on to hold the creature in place was his uncanny ability to adhere to almost any surface.

Focusing on the task at hand though Peter could feel the alien's horrid breath against the fabric of his red honeycombed mask, it wasn't a pleasant feeling and the sound of the thing's growls let Peter know it wanted his blood. The teenager shifted his body slightly under the heavy gold armour and smirked behind his mask when he managed to plant both of his feet firmly on the alien's torso, he struggled to stay silent as he pictured what was about to happen next.

"You don't have any wings so I'm guessing you can't fly, huh pal? Well you won't mind if I do this!" he shouted as the coiled muscles in his legs snaked out and sprang the alien about sixty feet into the air.

Peter sprang up from the streets hard surface and watched as the alien sprawled mindlessly through the air until it came crashing down and… hit another alien on a Flash Gordon kind of aircraft. Spider-Man audibly groaned as more and more aliens were appearing throughout the skies of Manhattan, he just didn't know what to do at that point. Muggers and thieves were one thing but a full scale alien invasion was a completely different ball game, he didn't know just how much he could make a difference in something as big as a city wide take over.

But I have to try; I didn't stop the whole city from turning into giant lizards just so they could be enslaved by an alien race like a month later.

Bitter thoughts raced through his head as he took to the skies of New York slinging webs like there was no tomorrow, he needed to think. He needed a plan of some sort, he threw a glance back over his head to try and find where the source of the outbreak was and wished he hadn't when he saw what he was looking for.

The things were coming from a wormhole in the sky directly above Stark Tower, they were coming by the dozens and the sight almost threw Peter off of his swinging rhythm. The vigilante tried to stay low for the most part as he headed to the source, he didn't need any of the creatures noticing him just yet. He let go of his web-line and came to a stop on a building's rooftop by Stark Tower, surely Iron Man had something to do with what was going on.

It's his tower they're using; shouldn't he be doing something about this?

Peter thought as he heard several explosions from down below, he cautiously leaned over the rooftop to see something even weirder than gold armoured aliens running around. A group of unusual individuals stood on a suspended road leading away from Stark Tower and looked to be right in the middle of the threat, from what view he had Peter could definitely make out a giant green monster of some sort and the recognizable red and gold armour of Iron Man.

Huh, the suit looks a little different. Maybe he's made some upgrades to the outer shell; I can definitely see some enhanced thrusters but—now's not the time to nerd out Pete.

He shook his head from side to side getting rid of any casual thoughts in the process, what else could he see down there?

An extremely attractive redheaded woman in a skin-tight black uniform of some kind and a very tall blond haired man covered in chainmail holding a… was that a hammer? One of the other guys seemed to be carrying a bow and a quiver of arrows, Peter silently hoped he was an excellent shot and the arrows contained explosives of some fashion because regular arrows weren't going to cut it.

The last and probably most recognizable, even when compared to Iron Man was a man in a red white and blue uniform carrying a perfectly circular shield with a star on it.

No way…

Peter's brown eyes glazed over behind his gold tinted lenses as the sight of the one and only Captain America stirred up some fond memories, his Uncle Ben had told him about the super solider and Peter didn't think much of it when he was a kid but now that he was staring at the patriot he had to admit it was pretty firetrucking cool. But there was no way that the man below could be the same one that went missing at the end of World War Two, it couldn't have been. That would make him like over eighty years old and he looked pretty good for an old man, shaking the star struck thoughts from his head Peter picked something up from his enhanced senses.

The kid didn't know the full extent of his abilities yet but it looked as though he was in close enough proximity to tune everything else out and listen in to what the group of super powered individuals were saying.

"Call it Captain" the metallic sounding voice of Tony Stark spoke first as Peter focused harder drowning everything else out to maybe get some information on just what was going on.

Captain America walked forward slightly, "Alright listen up. Until we can get that portal closed our priority is containment. Barton I want you on that roof, eyes on everything. Call out patterns and strays, Stark you got the perimeter. Anything gets more than three blocks out you turn it back or you turn it to ash" he finished.

Barton spoke up glancing at Iron Man, "You wanna give me a lift?" he said as Iron Man walked towards him.

"Right, better clench up Legolas" Tony quipped as he grabbed the purple and black archer and rocketed through the air holding onto him tightly.

Spidey snickered slightly but shut himself up as Cap continued this time addressing the tall blonde guy with the red cape, "Thor you gotta try and bottleneck that portal, slow them down. You got the lightning, light the bastard's up" the American icon finished as Thor began spinning the hammer in his hand.

Wait, did he say Thor? As in the Norse God of Thunder? Well it would explain the hammer and heavenly blonde hair.

He shot off into the sky without any help whatsoever whilst Cap directed an order towards the redheaded woman, "You and me we stay on the ground. Keep the fighting here, and Hulk…" he trailed off as the big green monster grunted at him.

"… Smash" Cap finished resulting in the Hulk giving him a grim smirk in response.

Within an instant the Hulk thing jumped from the street and into the air with ease heading straight… heading straight for the building Spidey was on!

Fortunately though the big monster stopped short of the rooftop crashing into the side of the building dispatching alien after alien who seemed to be clinging to the structures surface, Spidey peaked his head back over the ledge of the building and silently wondered if he could sue those creatures. His attention was shifted however as the big green Hulk thing leaped from building to building smashing through aliens with frightening ease, as he leapt off somewhere else Peter could see the Thor dude in the distance flying towards the Chrysler Building.

The next thing he did was shoot lightning at the portal and Spidey wondered to himself what could he do that this team of heroes couldn't, by Peter's count the team had a World War Two hero leading them and a freaking God in the ranks. A walking talking WMD that could fly, a giant green bomb with an anger management problem just waiting to go off and two no doubt special agents who could probably kill you in five seconds flat and you wouldn't even have heard them breathe.

Peter shook his head as the skies were filled with aliens on small flying bikes of some kind and giant armoured fish that were causing trouble even for Iron Man, as he sat there wondering whether or not they had it in the bag or he could do something else and prove useful a scream caught his enhanced ears and his body was moving before he even managed to realize it.

Explosions were littered across the streets of Manhattan and people were running for their lives, cars were being flipped with such force that they were being flung into the sides of buildings. The scream he had heard belonged to a young mother who was sheltering her baby from the madness that surrounded them. A car had been flipped through mid-air and was about six seconds away from crushing her and her child, as the woman closed her eyes and waited for the inevitable the sounds of mechanical thwipping could be heard.

She slowly and carefully opened her eyes to see the black car suspended in mid-air just above her by thin white strands of… spider-webs? She turned her attention to the sky as the red and blue form of the masked vigilante know as Spider-Man swung by waving at her carelessly, she felt the sudden urge to wave back but thought against it and ran to find shelter away from the chaos as more explosions lit the street up.

Let's see… Iron Man's watching the perimeter, making sure nothing gets lose. Maybe I could help with that, make things a little easier for him.

Spidey thought as he swung towards the three blocks mark away from the portal, the teenager made his way around the portal in a circle three blocks away and began tapping his web-shooters like there was no tomorrow… literally. He began making giant spider-webs between buildings hoping to catch some of the alien's mid-flight; the strands were hard to see during the day as it was so in all of the confusion they would go completely unnoticed.

I just hope I don't run out too soon, what's a spider without his webs?

Iron Man soared across the sky with several Chitauri aircrafts in tow and focused on the task Steve had given him, he needed to make sure they didn't get out and into the rest of the city. His eyes widened underneath the metallic helmet as he slammed on the thrusters of his suit in reverse causing all pursuing aliens to fly straight past him, Tony stopped mid-air and examined the sight of about seven Chitauri aircrafts caught in a giant net of some kind.

"Uhh… Barton, you seeing this?" Tony muttered the question through the communication piece in his helmet.

Clint touched two fingers to his ear as he spoke, "The giant spider-webs? Yeah, what about them?" he asked with a scowl on his face as he reared back his arm and shot off another arrow destroying yet another Chitauri aircraft.

Tony furrowed his brow beneath the helmet, "You're not even curious as to what made them?" he asked getting a little closer to the fibres for a better look.

"I know what made them, I can see just about everything from up here. Besides they're making mine and your job a hell of a lot easier so what does it matter? It'll be like shooting fish in a barrel" Hawkeye said through the comm piece as Iron Man hummed thoughtfully.

"Or aliens in a spider-web" Tony muttered as he snagged a small sample of the translucent material and tucked it away in a small compartment in his suit.

The Iron Avenger shook his head though as there would be time to analyse the strands later, he had a job to do and Cap was relying on him. As Iron Man blasted off to another part of the city Spidey peaked his head around the side of a nearby building and watched as Tony Stark's form shrank in the distance, he didn't need to be noticed right away as he still wasn't sure whether or not Tony would bring him in. The law said Peter was a vigilante because he took said law into his own hands but people like Tony Stark were flying around doing what he did with the aid of the police and the government.

Absolute balderdash!

Peter thought with a British accent snickering slightly as he did so, his brain did the most random things sometimes. Speaking of his brain a pulse erupted through it and Peter snapped his head back down to the streets below, there were still people in trouble and now that he'd turned a small chunk of New York into his own personal spider-web he was needed elsewhere.

"Tallyho!" a muffled shout escaped his masked mouth as he took a dive towards the streets of Manhattan.

His enhanced vision picked up a few aliens approaching a small group of citizens with some kind of gold weapons that weren't swords, one of the aliens fired off a shot from the weapon and that was all Peter needed to know to see that they were highly advanced energy guns of some kind.

His spider-sense directed his aim as he shot out a web-line anchoring it from a nearby skyscraper; he let his form swing dangerously close to the ground as he hopped from car bonnet to car bonnet with the strand still in hand. With a small precise leap he jumped and swing-kicked the group of alien warriors nailing around four of them in one take, one of them was still standing and turned upon seeing the red and blue newcomer with the intent to harm clearly written across its face.

"Man, so close. I'll settle for a spare though, I'm flexible if anything" Peter mocked as he fired a glob of webbing towards the alien encasing the barrel of its gun completely as it pulled the trigger.

The energy shot ate most of his webbing away but wasn't powerful enough to fully remove the adhesive and the alien creature was blown halfway down the block letting out a screeching sound as it crashed into a turned over bus.

Spider-Man tilted his mask covered head towards the group of civilians and addressed them seriously enough, "Do you think you guys could get to safety anytime soon? I mean I know I'm awesome but seriously… alien invasion and everything!" Spidey quipped waving his hands in the air frantically as most of the New Yorkers listened to him and ran for cover.

Most of them thanked him and some even recognized him as he was still fairly new to the superhero gig but a middle aged man had something else to say to him, "You think this is funny?!" he called out making Spidey stop dead in his tracks.

The guy pointed his finger towards the wall-crawler wearing an expression of disgust and disappointment, "I bet you're one of them aren't you? You're just pretending to be a hero so you can gain everyone's trust, well not me you miserable web-slinging hack!" the man almost popped a vessel as he voiced his disdain for the vigilante.

Spider-Man stood there completely silent for a moment, he'd never really heard the opinion of a New Yorker in person before. Peter had seen public reaction to him on television and the internet but to hear how much somebody hated him in person was a different experience altogether. The teenager swallowed a hefty bit of rage and drew in shallow breaths as he tried to think of a reply that didn't involve telling the guy to get bent.

"Well!? What do you have to say for yourself you wall-crawling menace!?" the man screamed once more and Spidey could almost smell his breath from a few feet away.

The stench of stale cigars and black coffee lit up his senses and Peter inwardly gagged, he considered just leaving the man standing there without a reply. As far as he was concerned he didn't deserve one for the way he had just mouthed off to him but the appearance of a woman apologizing on his behalf stopped him once more from taking his leave.

"I'm so sorry Spider-Man, Mister Jameson's had quite a morning" the brunette woman was quite pretty and her eyes matched her dark locks.

The supposed Mister Jameson went red in the face as he turned to the woman, "Miss Brant! Don't you dare defend him; he's a menace leaving all of his tacky little spider-webs all over this great city while real heroes like the NYPD try to fend off this invasion! Look at him, he's just stood there while people are—" the man's unbearable rant was cut off as more aliens descended upon them.

A good number of the armoured invaders surrounded the three New Yorkers and the Jameson guy was quick to grab Spider-Man's arm and spin him around to face him.

"Well what are you waiting for?! Do something!" he ordered as Peter shut his eyes behind the mask trying to think of something else instead of knocking the guy's head off.

Lucky for him he had some playthings to take out his anger on, in a flash he was out of Mister Jameson's grip and on the aliens like a predator in the wild hitting fast hard and precise. The red and blue blur tore through the group in a matter of seconds as Miss Brant and Mister Jameson looked on the scene trying to follow the figure as he mowed down alien after alien.

When the commotion was finally over about ten of the aliens were sprawled out along the street like ragdolls and Spider-Man was stood low menacing and tensed, he craned his neck to the right and saw the two citizens still standing there.

"I think you should probably find somewhere safe, you know… in case more show up" Peter spoke still a little shocked at just how fast he had moved.

It took a few seconds for the words to register but Miss Brant was soon pushing her boss away from the vigilante and into one of the buildings for safety, "Thank you" she called back at the man and received a small nod in response.

The teen looked back up to the sky and saw more and more aliens pour out of the portal above Stark Tower, he sighed heavily as he took to the rooftops once more listening out for anymore cries for help that may have reached his ears. He just hoped that the rest of the superhero team could deal with the invasion and hopefully stop it before it consumed the entire planet let alone the island of New York.

Queens—Forest Hills—Parker Residence

Landing on the porch outside of his house with excellent grace and poise the figure of Spider-Man wearily but carefully crawled through his bedroom window, he knew his Aunt May would be fast asleep given the late hour it was and he had no intention of waking the woman. Partly because he didn't want her to worry about him as she always did but the other half of him was scared stiff of what she'd do to him if he was caught, the shadow shook his head from side to side getting rid of any unnecessary thoughts in the meantime.

The dim lit room cascaded across his strong athletic frame drawing focus to the dark shades of red and blue wrapped around his body, although his body was well hidden by the darkness the teenagers eyes stuck out like a sore thumb as two narrow gold tinted lenses looked around his surroundings. His room was still a complete mess, clothes were strewn all over the floor and his office desk was covered in various pieces of paper consisting of homework and small blueprints.

Walking over to the desk Peter switched on his computer and placed his right hand over the mouse of the machine, it wasn't like he was a complete glory hound but he wanted to see if any of his efforts had been noticed.

Overall the day had been a success in his book and as he pulled off his red mask and ran a gloved hand through his messy brown hair he had to take in the silence of the city for a moment. To say it had only been a day since the alien attack the city was well on its way to a full scale recovery, thanks in no small part to Stark Industries who were funding the clean-up of the small area of Manhattan that was totally levelled during the invasion.

But as Peter opened several webpages and brought up a few different news websites it was clear who was responsible for saving the day this time.

"Despite the devastation what has been confirmed as an extra-terrestrial attack, the extraordinary heroics of the group known as the Avengers…" the news anchor trailed off as another voice on a separate news page filled Spidey's ears.

Avengers, huh? Well Spider-Man's not exactly original either.

"Yeah it's really great to know they're out there, you know? To know that someone's watching over us—" a common New Yorker began as an eager sounding woman cut him off.

"I love you Thor!" she shouted towards the camera and Peter couldn't help but smirk slightly.

More footage of kids re-enacting the fight came up and people getting tattoos of the heroes and haircuts and it was all basically Avengers fever sweeping the globe, parades were being held for the group and people were voicing their opinions on recent events as Peter leaned back in his desk chair and yawned silently.

"These so-called heroes have to be held responsible for the destruction done to the city, this was there fight. Where are they now?" the New York Senator was airing his own views on the super group that saved the city.

It seemed he stood against the idea of superheroes protecting people and then just disappearing without a trace, Peter had to admit the disappearing act was confusing but it didn't mean the guy had to ruin everyone else's fun.

What a blowhard.

Spidey thought bitterly as a sweet feminine voice filled his room, "What that this is all somehow their fault? Captain America saved my life, wherever he is and wherever any of them are just… I would wanna say thank you" a diner waitress gave her statement on another major news network and Peter smiled slightly.

He had found around twenty seconds worth of footage of him saving various citizens and fighting a few aliens but that was about it, Peter didn't mind though as he felt the most important thing was that nobody got hurt and they weren't all enslaved by an alien race.

The tall teenager got up and began the tired task of undressing himself so his Aunt wouldn't come into his bedroom and find him asleep wearing something he couldn't quite explain, as he finally peeled the last piece of his red and blue costume off he pulled a t-shirt and a pair of shorts on and hit his bed like a deadweight. The pillow felt like fluffy heaven as he slowly drifted off to the land of dreams, he needed an early night for the next day as his bus to school wasn't going to catch itself.

New York City—Manhattan—Stark Tower

"Hmm… interesting" the voice of Tony Stark travelled through the floor in his Tower reaching only one set of ears that weren't his own.

Pepper Potts made sure she didn't fall through the massive hole in the floor as she moved over to Tony's side and watched as he examined some kind of material at his desk. The strawberry blonde woman glanced over his shoulder to see a still full glass of latte she had made him about an hour earlier.

"What's so interesting to make you forget about drinking your latte?" she questioned leaning over his shoulder slightly to get a better look at what he was examining.

Tony leaned back as Pepper made contact with his shoulders and glanced up at her removing his glasses in the process, "The tensile strength is incredible. Not unlike something similar I've seen at OsCorp but the formula's been altered slightly, now I know that it holds certain properties of actual silk but it's much more than that. Like it's been genetically enhanced like the boy-scout" he trailed off as Pepper narrowed her eyes trying to focus on the small sample of webbing.

"Who? Steve?" she questioned but couldn't think of anybody else that had been genetically altered so she was sure about her answer.

Tony hummed; he knew who the webs belonged to. Clint had informed him about the arachnid vigilante making webs throughout the city, the guy people called Spider-Man. He got Hawkeye to pull up a few files about the guy but all he could find was a list of suspects the man had brought to justice and all of the commotion over the insane scientist Doctor Curtis Connors trying to turn the city into a lizard utopia.

"Maybe I should have stayed in Malibu" Tony muttered to himself but shook his head when he received a confused look from Pepper.

He smiled at her as he stood up and placed the sample of webbing in his pocket, "Doesn't matter. Let's work on these blueprints for our new project" he offered as he rolled out a few black holographic pads.

His better half began shifting through the designs on the new tower as Tony placed an arm around her back and took a swig of his latte examining the blueprints of the new project they had been working on, the aptly named Avengers Tower. Tony would definitely need to bring the subject of Spider-Man to the rest of the Avengers at some point but as of then he decided everyone deserved a well earned rest.

Author's Note: I'm actually going back through each chapter and rearranging things a little, particularly the answers to the reviews. Should make things a little easier to read through, hopefully anyway.