Hi guys, RedRobyn2 here.
This is a story I have adopted from Zoey1997 on Fanfiction dot net.
The first ten chapters are entirely her work while everything afterwards will be mine.
I'm not going to have many authors notes as I think it will be better.
However I will say now that I own nothing, sorry for any OOCness and remember it is AU so it won't always match the Marvel Universe Canon.
Anyway I hope you enjoy this story.
Robyn out.

As Peter walked down the street he could feel the wind blow, it was a cold winter day and he had to get some milk for Aunt May. Peter turned down an alley to take a shortcut to the store he got the flashback of that one time. Peter didn't want to think of it, but it was always in the back of his mind. No matter what he'll always remember what his Uncle Ben told him 'With great power comes great responsibility'. When Peter paid for the milk he walked out, apparently with the Avengers and him -Spider-man- around no one was brave enough to try to mug someone, because if they were they didn't know who would turn up; Spidey or a few of the Avengers.

Peter sighed as he walked down his street, he rode his skateboard this far since nothing was going on. As he walked into the kitchen he saw his Aunt May cooking. He knew ever since Uncle Ben died that they both took it hard.

"Aunt May, you only wanted milk right?" Peter asked his Aunt, as she was getting something cooked.

"That was all Peter. Oh and your friends came by today" His aunt answered him, Peter looked at her as if waiting for her to answer his unspoken question. "You know; Luke, Danny Ava and Sam?" Aunt May asked him looking up from what she was doing.

"Uhh, yeah. Did they say anything?" Peter asked hoping she'd know why they came. Danny was visiting his father while Luke was going on a family vacation with Ava and Sam. They asked if Peter wanted to come and that he could bring Aunt May with them, but she didn't know that he was Spider-man neither did she know that they were all S.H.I.E.L.D. employee's, Mr. and Mrs. Cage was S.H.I.E.L.D. scientists, and he was Spider-man, Luke was Power-man, Danny was Iron-fist, Ava was White Tiger and Sam was Nova.

"Not much, just that they're going to be leaving in a few hours and that we still could come if we wanted to." She replied, sitting down at the table in the kitchen.

"Oh", Peter said as he also sat down next to his Aunt May. He knew that they both wanted to go, but the Avengers didn't always handle petty crime, they mostly handled the big stuff. Peter and his team also dealt with big and small petty crime, but the Avengers dealt with the things like world ending kind of stuff. Even the Ultimates dealt with world ending stuff, but he still didn't feel right about not being around.

The New Warriors was getting better and all he just felt like he couldn't leave Manhattan yet. He probably would some other time, it was just he couldn't do it without feeling guilty that if he left. It's been around 4 months since Gwen and he broke up...again, he left her out on the part about S.H.I.E.L.D. putting him on a team. Since the Green Goblin and Electro tried killing her, he didn't want to put her in any more risk than she was in with just knowing him. Before she left she told him if he ever needed anything he could ask her and she'll try to help him any way she could.

"Peter, why don't you want to go with them?" Aunt May asked looking at him, knowing what he was probably thinking of.

"Aunt May, I just want to stay here. I'll be leaving for college in a year and a half."

"Peter, did you refuse to go with them so you could be here?" Peter looked up at his Aunt, she was acting like she didn't know this, but she probably didn't. He nodded, knowing it was no used to lie o her about anything more than he already did lie to her about. "Peter! You know that your friends are more important than sitting around here!" She said sternly knowing that'll get to him. It did.

"Aunt May, I'm here mostly because school break only has.. uh three or four weeks out, I'd miss you and Manhattan to much." Peter said hoping she'll drop the subject, he didn't want to talk about all of this. He didn't want to lie to her, even if he was telling half of the truth.

His cell phone decided to go off at that moment. He picked it up to see that it was Agent Coulson or Principal Agent Coulson as he and his team liked to call him when they were all in school and Coulson was assigned to be their 'babysitter' or as S.H.I.E.L.D. liked to call him their Principal. But to them it was babysitter.

"Hello?" Peter said as he walked out of the kitchen after telling his Aunt May that he'll see her in a few.

"Mister Parker" Agent Coulson replied knowing that Peter was probably at home with his Aunt May so he didn't say anything that she could possibly hear.

"Agent Coulson," Peter said with a smirk, knowing that whatever Coulson wanted it was about Spider-man or the Ultimates.

"Before you ask, I'm just calling in to check on if you're going with the other Ultimates."

"No, I thought about it but..." Peter trailed off, he gotten pretty good at talking to people he knew, it was just that if he didn't know them he'd be a wreck trying to figure out what to say.

"But you didn't want to because you'd be leaving in a few months and won't never see Manhattan for a while?" Coulson asked as if he was talking face to face with Peter.

"How'd you know?" Peter asked.

"Parker, you're as easy to read as a first grader book."

After they hung up Peter went out for his nightly duties as Spider-man. It was around 3 when he got back, mostly because some guy decided it was a good day to bring a machine gun to try to smash a bug.

When six months was up, Peter and the rest of the Ultimates had to do something that was like S.H.I.E.L.D. likes to call it 'Classified.' It was over in Russia, well that's what S.H.I.E.L.D. told them at least. But they knew better than to trust S.H.I.E.L.D...

~~ ~~ Meanwhile at Avengers tower ~~ ~~

Everybody was fast asleep, but Tony, what a surprise. Tony was getting everything he could about Spider-man, he's been trying to figure who the guy behind the mask was but he wasn't have any luck at all. All he knew was he was 5' 10 and had brown hair. Tony sighed as he drank his coffee, it was going to be awhile before he could go to sleep.

It was a couple of hours before Steve woke up (Well duh, Tony was up around 4 something or was it 2?). Steve knew Tony was up to something, but he couldn't find it in himself to get dragged into something he didn't want to be dragged into, Again.

Of course, since they gotten their archer back with the Winter Soldier they learned a few things like; Spidey worked for S.H.I.E.L.D. and that Hawkeye knew how to get in contact with him. Just one problem, Hawkeye didn't want to get in contact with him just because Tony wanted to talk to him, sadly.

After around 2 p.m. he heard on the News that a building was bombed and killed at least two dozen people, including a lady named May Parker who also died in it also had a nephew that was just turning 17 and had to go to foster care until he turned 18. He felt sorry for the kid, but he heard the name Parker before, he just had to know if she was related to Richard Parker..

When Bruce came up to the common floor to get his coffee and breakfast, he came saw Tony getting ready to leave, and of course Bruce had to ask and also drag Steve along with them.

"Tony, why do I have to come?" Steve asked as he sat in the back seat of Tony's car. Tony just looked back at him from the front seat before looking back at the road. Steve had to admit if they made it out of this car alive, it would be a shock.

"Because. You might be able to get him to open up if me and Brucie can't." Tony said matter-of-factly. Steve just sighed in response.

"Tony...Slow down please." Bruce begged from beside Tony. Tony drove like a mad man!

"What? I'm not even going fast!" Tony exclaimed looking at Bruce as he moved around another car. Bruce started taking deep breaths.

"Tony, do you want the.. other guy to come out?" Bruce said still taking deep breaths. Bruce looked at Tony as Tony slowed down and started to not go around everybody. Behind them, Bruce and Tony heard Steve take a sigh of relieve from Steve.

"How much longer until we get there?" Steve asked after a few minutes. Bruce nodded in agreement, even when Tony was speeding it

"Well, they kinda lived in Forest Hills, New York. And I heard the Parker kid was going there to pick some stuff up, so about ten more minutes."

"Tony, from where we were at to Forest Hills to Manhattan is only a 37-minute drive from the tower," Bruce said looking at Tony like he was a mad man...Again. Tony just shudder his shoulders as if it wasn't nothing.

"I know, but at first I was going to New York City til Jarvis told me I had to go to Forest Hills. I got mixed up." Tony answered before speeding up and passing a few cars.

"Tony, earlier where you looking up Spider-man?" Steve asked looking at the billionaire.

"Yup. He a lot of nicknames, in S.H.I.E.L.D. most people calls from Spidey or Web-head, sometimes Wall-crawler. He has a bunch more also!"

"So why are we going to a foster kid's house if you were busy with finding Spider-man?"

"Easy, if this Parker kid was related to Richard Parker. Me and Brucie would have another science bro!" Stark said almost jumping in the seat, which would scare almost anyone.