Peter groaned as the alarm on his phone screeched at him from the bedside table. He heard the spiders tap their feet against the walls to make their irritation known and scooped up the phone before any of them got the bright idea to run off with it again. With great reluctance he dragged himself out of bed and crawled towards the closet. Luna was perched on the little shelf at the top and waved her pedipalps in irritation as light flooded the once darkened space.

"Sorry girl," he yawned as he searched for his stretchiest sweatpants and softest T-Shirt. He could already tell this was going to be a bad sensory day.

Peter made it halfway down the hall before remembering he had an ensuite and doubled back. The spiders were sluggish as they ventured out of their various hiding places. He felt a spike of pride when he realised the majority favoured the makeshift tunnel system. He also felt more than a little envious when they realised he was going about his normal routine and went back to sleep.

The bathroom was even fancier than the one in the guest quarters. It took him a solid five minutes to figure out how to turn on the shower, and an additional fifteen to figure out what all the features were. There was a touch screen for god's sake. And it didn't just control the temperature, but also the water pressure and configuration (whatever the hell that meant). Just when he thought it couldn't get any better, he reached for a towel and found it so soft and fluffy he thought for sure he'd grabbed a blanket by mistake.

Being rich was awesome.

He changed into a pair of sweats and opened the door to let the spiders wander in while he brushed his teeth. A few checked in on him, presumably to ensure he hadn't drowned in the shower, before retreating back into the room. Meg was the only one to stick around, not surprising given she was one of the few early risers in the group. When he left for the kitchen in search of something caffeinated, she followed dutifully at his heels while the rest stayed behind. He found Martha in the hall outside his room, Oscar perched on the back of the couch in the living room-kitchen combo room, Shelby dozing in the corner of the ceiling, and surprisingly enough he noticed Ed following him in his peripheral vision. He couldn't remember the last time he'd seen the spider up and about this early.

"Morning," he said/clumsily signed as he stumbled into the kitchen. After a few minutes of searching through the countless cupboards, he managed to locate a bowl and a box of cereal. Meg, Oscar, Martha, and Ed joined him on the couch and stared expectantly at the TV. With a sigh, he flipped through the channels until he found an old episode of Mythbusters. The spiders loved the explosions. Half a dozen spiders joined them during the next half hour, enjoying the marathon on display. It was a good thing too, if it had ended after that first episode they may have turned on him.

Peter almost choked on his cereal when Vision phased through the wall, Martha shot him a concerned look before racing off with the other spiders to greet him. They tugged on the android's clothes until he followed them to the couch, so they didn't have to choose between fretting over their new favourite person and watching their new favourite show. The spiders split at that point, with roughly half crowding around Vision and the rest returning to Peter. Crepsley seemed oddly protective of Peter throughout the whole thing, why he couldn't say.

By the time Tony strolled in, all fifteen of the spiders had joined them in the living room. His entrance caused a stir, but they soon calmed down and returned to their seats. The morning was slow and peaceful. Webster and Natalie made their rounds, sometimes accompanied by either Violet or Crepsley (but never both at the same time).

Peter never imagined having breakfast with a billionaire and an android could seem so…normal. And that was excluding the fifteen giant spiders.

Oh yeah, they were definitely going to make this work.


It lasted for about a week.

Vision turned out to be an enormous help and the best babysitter a person could ask for. When he wasn't wirelessly tracking the spiders through security cameras or helping Peter adapt them to a new feeding schedule, he was observing their behaviour to learn more about their mannerisms. As it turned out, Vision didn't have a whole lot to occupy his time since the other Avengers moved out.

One of the first things on the to do list was meeting Pepper Potts since she was technically the joint owner of the Compound. The meeting went a lot better than expected, and with Vision as his backup Peter managed to keep everyone in line. Despite her initial hesitation, she was soon won over by their offerings of plushie Avengers and general adorableness. Colonel Rhodes was a little harder to convince, he seemed to think giant spiders were right at the limits of the 'acceptable' level of weird and bordered on 'THIS IS NOT OKAY'.

Still, everything was going better than he'd ever hoped. The spiders were adapting to their new environment, no one had demanded their banishment, and it was Sunday, so May was back.

Then Tony and Pepper set up a meeting regarding some…unexpected news.

"I want to make this clear, you're not being kicked out. Alright?" Tony said before they could even sit down. "Whatever happens, the spiders are a priority here."

Peter reached out to scratch Anna's head without thinking. Within seconds he had four spiders clambering over one another for his attention.

"Tony's right. The paperwork may still be in the works, but we consider our verbal agreement as binding as any legal contract," Pepper's calm confidence helped to ease his nerves. May, ever the practical one, motioned for them to continue.

With the assurances out of the way, Tony got straight to the point. "According to my sources, the courts are ruling in favour of granting Cap and his buddies an official pardon."

"Is that…bad?" Peter asked.

"Depends on who you ask. A lot of good has come out of the whole thing but…if the pardon does go through there's going to be a whole ceremony and I'm under a lot of pressure to attend. Show that we've all risen above it or some bullsh-"

May cleared her throat and fixed him with a pointed look.

"What Tony means to say is, we need to assure the public that we've put the dispute behind us. Repairing the team's name will take time and resources. It will mean a lot of strategic public appearances, conferences, and more than a little luck, but it's doable. The problem is, the public will likely expect Captain America's team to move back into the Compound."


Peter glanced over to Anthony and Luna. The two were engaged in a half-hearted scuffle, more flipping and threatening than fighting if he was being honest.

"So…what do we do?"

"Well, really we only have two options moving forward. Either we come up with a reason why the other Avengers can't stay, or we let them move back in. Obviously, the latter isn't ideal, but based on our polls it is by far the most desirable option."

"What about the spiders?" May asked when Peter couldn't work up the nerve to ask.

"They take priority," Tony said without hesitation. "If anyone doesn't like it, that's their problem."

Pepper shot him a dirty look but didn't deny it. "The problem is how we break it to them. If it comes to it, we will of course evict anyone who puts the spiders at risk…but a public incident in such an early stage of negotiations could be dangerous for all of those involved. So, while not ideal, we propose that we allow the 'Rogues' some time to settle in before broaching the subject. After a few weeks, it will be a lot easier to move them out quietly."

"A few weeks?"

"At the very most."

"But…" Peter started in a small voice. "But where will they go."

"We're not moving them," Tony said. His tone made it clear the statement was not up for debate. "I'll tell them we're undergoing renovations or something and leave you guys the main rooms, they can sleep in the guest quarters."

"Mr Stark you don't have to-"

"They'll have rooms, a kitchen, a living room, hell I'll even give them the training rooms. They'll be fine."


"No buts," Pepper interrupted, and Peter fell silent. "It won't be easy…not by a long stretch, but we'll make it work."

Aunt May's expression shifted a few times before she settled on a look of grim determination.

"We better."


The spiders gathered around the television to watch the ceremony. It was needlessly long and riddled with boring, politically motivated speeches but they were entranced nonetheless. Whenever an Avenger appeared on screen, they skittered back and forth and tugged at Peter's pant leg to make sure he was paying attention. The Avengers were all in attendance and May was working, so Peter figured he'd be watching it alone.

He was wrong.

About twenty minutes in, Colonel Rhodes appeared and collapsed into one of the few unoccupied chairs.

"I thought you were going to Washington with Tony," Peter said through a mouthful of popcorn.

He shrugged, "someone had to stay back and make sure you guys don't wreck the place. Guess I drew the short straw."

Peter got the feeling that wasn't the only reason, but it didn't feel right to pry.

"You want some popcorn?"

They watched as Tony Stark shook hands with Captain America, much to the delight of the news cameras. Tony made a short speech, all relaxed words and easy smiles. He said it was good to have them back, and Peter almost believed it.

Captain America's speech followed similar lines, but the deliverance couldn't have been more different. His speech served as a reminder that enhanced individuals were cropping up with every passing day, both good and bad. If the system can't adapt, it will break.

Peter had trouble reading Rhodey's expression. He nodded in agreement with some points, shook his head at others. The rest of the time he was impassive.

After about an hour, Peter suggested they take a break from the speeches to make some more popcorn, he knew he'd done the right thing when he saw the look of relief cross Rhodey's face.


Peter expected moving day to be hectic. He supposed it was for some people, sections of the Compound were crammed with people, all with strict instructions. They moved furniture, switched out pictures, repaired every miniscule imperfection. Already clean windows became spotless, scrubbed floors were buffed and polished, and immaculate white walls were repainted (just to be sure). Peter stopped wearing shoes as everywhere he walked he found brand new fluffy carpets and the thought of tracking mud in racked up his anxiety.

When they arrived it all seemed…underwhelming. The wing the spiders lived in remained untouched by the madness, funny as Tony claimed it was the only wing being refurbished. When the team arrived, Peter watched it happen on the TV. He found it difficult to remember they weren't miles away in some unknown location, they were right outside. The grass beneath Captain America's feet? The same grass the spiders played on just yesterday.

It was surreal.

He couldn't tell if the spiders realised this or if they just cared more about the TV. They watched as the Avengers smiled and waved for the cameras, gave a few short speeches, answered generic questions. Peter called Ned halfway through to compare notes.

"Are you in that building behind them?"

"Which one?"

"The big one."

"Pretty sure that's R&D, the wing I'm in is kind of around the back."

"So cool. Aren't you worried with all the paparazzi there? That place is all windows."

"FRIDAY has them tinted so people can't see in."

"Dude, you're on a first name with the most advanced AI on the planet!"

"FRIDAY only has a first name, Ned."

"Doesn't make it any less cool!"

Something prodded the back of Peter's head and he turned around to find Edward looking at him expectantly. "Hold on a sec, I've gotta put you on speaker. Ed's bugging me again."

"Awwww, he misses me."

Ed didn't indicate his happiness in any tangible way, but Peter got the feeling he was pretty content as he settled on the couch next to the phone.

"Hey, speaking of the spiders, you know when they're gonna meet the other Avengers yet?"

"Not exactly, Pepper said we should give it a few weeks at least."

"A few weeks? Doesn't that seem a little…"

"If they suddenly run out of the Compound screaming within two days it's not gonna look good, Ned," Peter sighed. "They're hoping the media will start to focus on something else soon. Then it'll be easier to move people around without drawing attention."

"I guess…but isn't that gonna be weird for you?"

"Probably," Peter said with a shrug. "But Rhodes promised to visit us and Vision's like their honorary godfather at this point, so we won't be completely alone."

"I still can't believe you're friends with an android. Just make sure you don't become the Dave Bowman in this situation, okay?"

He rolled his eyes, "I'm pretty sure FRIDAY would be HAL in this situation, not Vision."

"Fine…but if he tries to suffocate you with a rolled up newspaper I reserve the right to say, 'I told you so'!"


It took Peter an embarrassing amount of time to realise why everything was upside down. He blinked at the spiders huddled around him on the ceiling, all very happy with this location shift. He wasn't even in his room, even from his bizarre vantage point he could recognise the living room carpet. When he looked up (down?) he saw papers scattered haphazardly across the coffee table…almost as if someone had dropped them from some height and never bothered to pick them up. He groaned when he glimpsed the title of his summer assignment for English class among the scattered papers.

Maybe writing essays upside down wasn't such a good idea.

He yawned and nudged a few of the spiders aside so he could detach from the ceiling. He was still wearing his joggers and Midtown School of Science and Technology hoodie from yesterday but when he reached into his pocket for his phone he came up empty. He spent a solid five minutes scouring the carnage before Shelby woke up long enough to dig it out from the couch cushions. He gave her an affectionate pat and she allowed herself a moment of pride before promptly passing out again.

Peter padded barefoot into the kitchen. His eyes refused to adjust to the change in light, but he was hardly one to let blindness get in the way of food. He felt more than a little proud of himself when he located the cereal cupboard through the blurriness. Ugh, it was too early.

"Hey there, kid."

"Holy shit!" Peter yelped, it was a small miracle he didn't end up on the ceiling for the second time that morning.

"Don't let Rogers hear you using that kind of language," Tony said without looking up from his coffee.

"Were you guys here this whole time?!"

Rhodey raised an eyebrow, "what's the matter kid? Got up on the wrong side of the ceiling this morning?"

Peter went through a range of expressions in that moment. His eyes widened until he looked almost comical, then the surprise gave way to horror, his face flushed in embarrassment, his eyes narrowed as he began to plot his revenge. Then the tiredness caught up with him and he slumped in defeat.

"I'm never going to live this down, am I?" he said miserably.

Rhodey patted him on the back and Vision offered him pancakes which, if he was being honest, more than made up for it.

"Sorry to interrupt boss, but Captain Rogers is asking about your whereabouts."

Tony sighed, "tell him I'll meet him in my lab."

"Right away, sir."

Even after Tony left the room, Peter felt the strange urge to keep his voice down. "He knows he doesn't have to hang out here if he's busy, right? I mean with the Avengers here and everything…"

Rhodey seemed to host some sort of internal debate before he replied, "To be blunt, I think Tony is spending so much time here in part because of the Avengers. One ribbon cutting ceremony isn't enough to make up for everything that happened, no matter what the tabloids say."


Martha saved him from coming up with a response as she wandered into the kitchen. Rhodes stiffened at the sight of her, it didn't seem to matter how much time he spent around them. Peter could only hope they wouldn't grow too much more, if the Colonel could barely handle them Labrador-sized, he dreaded to think what he'd make of them truck-sized.

The spider did her usual morning rounds, moving over to greet Vision, then Rhodes (they never seemed to notice that his hands shook when he patted their heads), before she settled by Peter's chair. She was always mindful to stay within arm's reach.

"Do you have to go too?"

"Actually, I was thinking of spending the afternoon with you and the spiders. Desensitise myself to them and all that."

"Won't the others wonder where you are?" Peter asked in confusion. "I mean, it's great having you around and the spiders love the company but…it seems like you've been hanging around here a lot."

He left the 'but only since the Avengers arrived' unsaid.

Rhodey made eye contact with Vision for a fleeting, awkward moment.

"Yeah, well, things are still kind of…weird right now."

Peter wasn't sure how to respond to that, but Vision looked thoughtful.

"My apologies, I have matters to attend to," the android said, and without another word he phased through the wall and vanished. Rhodes seemed sympathetic at least.

"Look, I'm sorry you're in the middle of all this. You're a good kid and with the whole spider clone thing…You've got more than enough to deal with without having to worry about all this on top of it."

They sat in comfortable silence as the other spiders filtered in, Rhodes drinking coffee and Peter ate pancake after pancake. He'd have to thank Vision for setting aside a whole stack for him.

"So the one with the Hulk plushie is Benjamin, right?" Rhodes asked.


"And the one with the Luke Cage plushie is…Bethany?"


"Damn. So which on is Bethany?"

"By the microwave, she's got the Iron Fist plushie, but she prefers hiding it to carrying it around with her."

"I thought Violet had the Iron Fist plushie," Rhodey asked with genuine confusion.


"Jesus, how the hell do you keep track of them?!"

"I dunno, I just can. I could tell them apart even before they got the plushies, it just seems kind of obvious."

"Obvious," Rhodes repeated flatly.

"Well…yeah. It's like telling people apart, you've got to pay attention to the features. Like how Shelby is the biggest, but Bethany has longer legs. And Oscar and Crepsley are basically the same size but Crepsley's more…energetic? He's always moving and he kind of twitches when he walks like he's ready to race up the walls. Luna's easy cause she has that discoloured patch on the back, Natalie too for different reasons." He shrugged, "May thinks it's a spider bite thing, but I'm not so sure. You've just gotta get familiar with them, you know?"

Rhodey looked sceptical but continued memorising their names nonetheless. It was kind of touching.

They soon moved into the living room, to the joy of the other spiders. Peter put on Finding Nemo with the volume turned down low to entertain them while he gathered up his homework. To Peter's utter glee, it took only the barest hint of coaxing to get Rhodey telling War Machine stories.

When they first met, Peter had been reluctant to bring it up because…well, he'd seen him fall out of the sky when they were in Germany. He figured it would be a rough topic. To his surprise, Colonel Rhodes relished in any opportunity to relive his 'greatest hits'. Most were from his War Machine days, but a number of his stories came from his days as a jet pilot in the air force. Peter's favourites were the rare few from his days at M.I.T. where he alternated between being Tony's closest friend and his undefeated rival.

He never would have imagined Tony Stark of all people being involved in a prank war. Rhodes claimed they were still technically under a temporary ceasefire as Tony to this day refused to declare the war over.

Rhodey spent most of the afternoon hanging around with the spiders and more often than not Tony was by his side. Peter never asked but he wasn't stupid. The wing was probably the only place on the grounds the Rogues didn't have access to, it was no coincidence the pair spent every spare second there.

The spiders seemed pretty happy to have the company, Vision still being their favourite (although he never seemed to spend much time with them when Rhodey was around). When he wasn't there, Anthony latched onto Tony's side and Luna crouched by Rhodey's feet.

Luna had a more…possessive approach to expressing her admiration for her favourite hero. Peter suspected she was picking up on Rhodey's anxiousness, or maybe it was his visible struggle whenever he had to walk more than a few steps. Whatever the case, she took her self-appointed position as War Machine's body guard very seriously. He'd lost track of how many times he'd told her off for throwing up threat postures at her siblings for getting too close to him.

The spiders spent the rest of the day alternating between watching TV, wandering the halls, following people around, and squabbling with one another (or 'play fighting' as Tony called it).

Tony returned just as Peter called the spiders into the living room for their daily lessons. He was never really sure how much they picked up on until they felt the desire to communicate, but he did his best. Mostly he streamed YouTube videos on the TV designed to teach toddlers fundamental basics like the alphabet and counting. He favoured a channel which, while a little rough around the edges, didn't come off as condescending as the mainstream programs. They were shorter too.

When their video was finished, he repeated some of the basic concepts in sign language (having double checked the necessary words on his phone while the video was playing). Verbal and written English confused them, but they were showing some headway with numbers.

Pepper appeared in the doorway with an irritated expression about twenty minutes in, though the look vanished as soon as she caught sight of Peter holding up hand written flash cards to his small army of spider-children.

She was there to order Tony and Rhodey back into the main building for the Avengers' first real training exercise since the disbandment, but she told FRIDAY to delay the event a while longer and joined them on the couch.

Peter always timed his sessions to make sure they never went over the 45 minute mark for fear of overworking them, and this was no exception. When his alarm went off, he dropped his flash cards feeling an odd mixture of bone deep exhaustion and heart-warming pride.

"You seem to be making progress with them," Pepper commented with a warm smile, her phone held loosely in one hand as if she'd forgotten she was holding it.

"Thanks, I'm hoping to move onto sums soon." Crepsley prodded the pile of discarded cards with interest, prompting Peter to leap in and snatch them away before they could be stolen. The presence of his Captain America plushie seemed to take the edge off of his pilfering tendencies, but the spider was still a thief.

With the lessons over, a number of the spiders moved to greet Pepper. Martha in particular had taken a liking to her and climbed onto the couch to sit beside her.

"I'm sorry we can't stay longer," Pepper said, half to Peter and half to the spiders surrounding her. "But we've already rescheduled this exercise twice."

Peter felt a pang of gratitude that he wasn't on the receiving end of the pointed look she threw at Tony.

"Well, it was nice seeing you," Rhodey said with a little too much enthusiasm. "Have fun with the Avengers! See you later?"

"Not so fast, you promised me you'd give this a shot. I don't care if you're shouting insults from the side lines, this is important Rhodey."

For a moment, Peter thought the Colonel would protest but he soon thought better of it. With some effort he hauled himself out of his seat, offering Luna a mock salute before he limped out of the room with Pepper close at his heels. She paused in the doorway to glower at Tony when he failed to move, and the billionaire shot Peter an apologetic look before he hurried after them.

Even Tony Stark was wise enough to recognise when Pepper Potts was in one of her no nonsense moods.

The Avengers passed in and out of this section of the Compound a lot, so Peter was pretty familiar with the sudden shift from 'room full of people' to 'room occupied only by giant spiders'. He finished packing up the materials he'd used for their lessons and shoved everything into his backpack. His eyes fell on the unfinished English assignment, it was tempting to just let it sit for the next few weeks, but he knew he'd never get all his homework finished if he left everything to the last minute, so he did the responsible thing and sat down to work on it.

Normally he put a cap on how much TV the spiders watched in a day, but they seemed to think 'Peter doing homework' somehow translated to 'spiders get to watch Toy Story' and…well, he wasn't great about putting his foot down. So, after resisting their cuteness for about a minute and a half, he put on Toy Story and sent May a short video of them climbing over each other for the best seats.

Overall it was a pretty productive session. Crepsley only stole his pen twice, and both times he gave it back after only minimal coaxing. He made it all the way to the end of Toy Story and was able to count the number of times he'd been interrupted on one hand, it was almost unheard of.

He should have known then that he was due a catastrophe.

As it was, he counted himself lucky and finished up his assignment. Even without the TV to occupy them, the spiders were content to let him be. He was forced to write at an odd angle when Anthony pressed up against his side and settled down for a nap, but he couldn't bring himself to mind.

It took another hour for him to finish up his English assignment. It was scrappy, the frantic scrawls and scribbled out words made it almost unreadable, but he wasn't worried. He'd type it all up later anyway.

He wasn't really sure why he preferred to write his first drafts out by hand. Maybe it was because for years the only computers he had access to at home were unreliable at best and prone to shutting down mid-project, scrapping all his hard work with it. Maybe it was just because using his laptop from the comfort of the ceiling was more trouble than it was worth.

Peter scratched Anthony's head and muttered apologies under his breath as he stood up. The spider conveyed a silent grumble before he settled down again. He hated disturbing the spider, but he really needed to stash his assignment in his quarters before one of the spiders got the bright idea to hide it.

That was when he got the announcement: in his room, rummaging through his backpack for his English folder with not a spider in sight.

"Mr. Parker," FRIDAY said, the note of concern in the AI's voice chilled him to his core. "I believe we have a problem."


To be blunt, training was awkward. Sam wasn't really used to that.

He was still pretty new to the whole Avengers thing, he wasn't ashamed to admit it. The original Avengers formed years before Steve even knew he existed, but he'd spent enough time in their company to know how things were supposed to work. When they fought together, there was banter. When they fought against each other, there was banter. It never seemed to much matter what was going on. When Clint was thrown off a roof and Sam broke his ribs snatching him out of the air? Bird puns. When Steve took the butt of a machine gun to the face in a close quarters fight and it fractured his cheekbone? He still delivered his retort with perfect comedic timing.

And yet, after an hour of training, no one had cracked a single joke. Hell, no one said anything outside of courtesy. The stiff apologies and fleeting attempts at eye contact were setting him on edge. He tried at first, but his attempts at humour fell flat and made him feel even more like an outsider looking in. No, it was up to the original Avengers to break the ice.

Still, Sam supposed it could be worse. So far, they'd kept the sparring friendly. He doubted they would have gotten this far if Bucky had decided to join them.

It was almost a relief when Pepper appeared to tell Tony something had come up at their branch in Chicago. He leapt at the chance to leave, though he had the decency to keep up appearances and apologise for the interruption.

"You guys keep going," he encouraged. "Gotta stay on your toes and all that."

"Uh, Tony?" Sam asked before the billionaire could flee the scene. He felt a little awkward using his first name. "Did you get a chance to look at the wings?"

"Not yet, had a lot going on around here. I'll have them fixed for you by next week," Tony said with a dismissive wave and vanished before Sam could get another word in edgewise.

Great, not only were his wings still damaged, but they were locked away in a lab somewhere outside of his reach. He shouldn't have bothered asking Stark to fix them. Sure, the drag on his left wing made flying a pain, but it was better than being grounded.

"We can skip the gadgets today, Sam," Steve put in. "Just good old fashioned sparring."

"Thanks, but you guys go ahead. I'm getting my old pack from my quarters."

"The primary living areas are off limits," Vision reminded him with a solemn expression.

Steve waited until the others dispersed before he spoke up again. "I'm serious, Sam. We can put off intensive training until your pack is fixed."

"Nah, don't worry about it. Go kick Vision's ass for me," Sam encouraged with a smile that didn't quite reach his eyes.

Steve gave him a quick once over before he joined the others outside and Sam was left to practice with the other 'normal Avengers', not that he could really practice with them either. He didn't have a death wish.

He watched from the side-lines as Natasha used Clint's momentum against him and sent him sprawling to the floor, then he watched the rematch which ended with Clint body slamming Natasha against the wall to escape a triangle choke. The third one Clint won again, the fourth and fifth went to Natasha and so on and so on.

"This sucks," he sighed when the pair finally decided to take a break.

"You could join in if you want," Natasha said with a teasing smile.

"You know, I would, but as it happens mutilation disagrees with me so…I'll pass, thanks."

Clint snorted, "and yet, you're practically itching to take on two super soldiers and an android who can shoot lasers. Go figure."

Sam sent a longing through the floor to ceiling window. He didn't need sound to appreciate the scene. The remaining Avengers were starting to relax a little as they watched Wanda use her abilities to create harmless moving targets for Vision's target practice. Well, they seemed harmless until a charred tennis ball smacked Bucky in the side of the head. Someone must have teased her about it because her face flushed the same shade as her jacket, but her smile told Sam it was all in good fun.

Sam left the bench and made his way over to the door to the other half of the training facility, the off-limits half. As expected, the doors didn't budge.

"Hey, FRIDAY? Can you let me in?"

"I'm afraid not, Mr Wilson. This area is off limits for the duration of the renovations."

"Worth a shot," he muttered under his breath. Instead of returning to the bench, he leaned heavily against the door. To his surprise, the assassin duo joined him.

"You reckon Rhodes is authorised to go back there?" He wasn't sure why he even bothered asking, as if the Colonel would want to do him a favour.

Clint shot Natasha a loaded look and Sam couldn't help but feel left out. "What is it?"

"Have you seen any work trucks since we moved back in?" Natasha asked.

Sam frowned, "no?"

"You've got to admit, something about this whole 'renovation project' is off," Clint said. "I mean, I'd get a few rooms, but the entire wing?"

"Maybe he just wanted to change things up," Sam suggested, but their words pulled at his gut.

"Tony's logical." Natasha gestured to the door, "does this seem logical to you? If he were redecorating, he'd do it room by room and apologise for the mess. Instead, he's barred anyone from entering half the main building for several weeks."

Well, when she put it like that…"I asked Tony about when they'd be finished the other day. I didn't think about it at the time…but he refused to be more specific than 'it'll be finished within the next few weeks'."

"When he was designing the place, he had the whole scheduled mapped out down to the hour," Clint said with a grim expression.

Sam eyed the door in a new light. "You got any theories?"

"No solid ones, no," Clint said. "Do you want to find out?"


"After the Ultron incident, Tony gave all the original Avengers an override code in case we needed to overpower FRIDAY. It won't let us do anything as drastic as accessing confidential files, but unlocking a door?" Clint raised an eyebrow. "All we need is a cover in case we get caught. Say, retrieving your spare pack?"

Sam tried to shrug off the feeling that he was being used, he was always a sucker for a mystery, and if Stark was up to something he wanted to know about it. "Alright, I'm in."

It took him all of three seconds to realise they'd planned this whole thing out long before he got involved. Without even discussing it, Natasha split away from them and disappeared into the storage room.

"Is she not coming with?" Sam asked in confusion.

"Nah, if they come back and all three of us are nowhere to be found it'll be obvious. She'll hang back and vouch for our whereabouts."

His level of concern only grew when Clint retrieved his fold up bow from the underside of the weight lifting bench.

When he was certain no one was watching them, he gave FRIDAY the override code and the door unlocked with an innocent click.

"Do you think Stark will be pissed if he finds us here?"

"Probably," Clint said, but his attention was focused on the hall. "I'll be damned, everything's the same."

"Maybe he was just touching up the paint?" Sam suggested. "It wouldn't be that noticeable."

"And he forbade us from entering because…what? He was afraid we'd touch the walls while the paint dried?" He turned his focus away from Sam as he started to pick at the edges of a target pinned to the wall. "Only one way to find out."

In one fluid motion, he ripped the board from the wall.

"Jesus, man! Why the hell would you-" The question died in Sam's throat when he caught sight of an ugly slash marring the otherwise spotless surface.

"Natasha and I got into a sparring match one time when I came to visit, let's just say things got a little out of control. We moved this here to hide it. You're seriously telling me Tony went to the trouble of having this whole room repainted but didn't bother taking down the targets?"

Sam didn't have a good answer, so he opted to say nothing at all.

He wandered out into the hall while Clint tried and failed to hang the board back on the wall. When he'd lived in the wing, the word 'eerie' never would have come to mind. But now? With the whole place unoccupied and the weight of an unknown motive? Yeah, it was safe to say the place set him on edge.

The light around the corner turned on.

Sam reached for his holster before remembering, no, he wasn't wearing his holster. So, he did what any logical human being would have done and darted back inside the training hall, slamming the door behind him.

"What's got you so spooked?"

Sam couldn't help but feel he may have overreacted a little bit. Not that he'd admit that to Clint. "The lights in this place are motion sensitive, right?"

"Yeah, so?"

"So…have you ever seen the lights go on for any other reason?"

Clint fixed him with a look. "You want to fast forward through the hypothetical questions and get to the point?"

"I think there's someone in the hall, just around the corner."

He half expected Clint to panic, instead he seemed to switch into super spy mode. "Did they see you?"

"I don't think so. Hell, I don't know for sure if it was something. Maybe the lights are just malfunctioning or something?"

Clint propped the target up against the wall and unfurled his bow. "Or something. Wait here."

The assassin's movements were careful yet fluid, he slipped through the door without making a single sound. Sam resisted the overwhelming urge to hold his breath, but only just.

Damn spies.

Clint returned less than a minute later and shrugged to show his search had turned up empty. His posture, however, remained unchanged. Tense and wound up like a spring, Sam wasn't the only one waiting for the other shoe to drop.

They moved with caution, more than ever Sam wished he'd brought his gun.

More than once they heard footsteps around corners, but no matter how fast they moved there was nothing there when they investigated. It was more irritating than creepy…until they started hearing the footsteps behind them as well.

At this point, Sam wanted nothing more than to crack a joke and break the tension, but they were straining to hear something. At this point, he didn't think the actual thing (whatever it might be) could be worse than the rising tensions.

They somehow reached Sam's room without incident. Clint conducted a hasty yet thorough search of the place and gave the room the all clear. It was kind of weird to be back here after…what? A year on the run? He'd lost track. If he was being honest, he'd half expected Tony to turn their quarters into sewing rooms or whatever after that shit show in Siberia. Instead, his room was exactly as he'd left it, down to the clothes he'd left folded on the chair.

He wondered if Steve's room was the same.

"What the hell is going on?" Clint muttered. Even with a locked door between them and…whatever, he kept his voice down.

"Maybe we're just…imagining it?" Sam suggested. "It's the paranoia getting to us."

Clint's expression grew incredulous. "I've been a field agent since I was 17. Anxiety, paranoia, hell even PTSD, I've done it all. This is not a fucking shared delusion, Sam."

"…Maybe Tony got a cat?"

Clint face palmed, but at least the tension in the air wasn't quite so thick.

"Let's just get your pack so we can solve this mystery and get the hell out of here."

Neither one of them really wanted to leave the room, but they ventured back into the hall all the same. Any doubt left Sam's mind when a series of scratches and taps sounded from the hallway up ahead, too loud and clear to be a figment of his imagination.

Too disjointed to be any one person.

Clint gave him a grim nod and the pair proceeded. Sam was still unarmed, the pack would be more or less useless in such close quarters, but its weight on his back felt reassuring.

The pair crept through the halls, the echoes of their footsteps sounding too loud in the silent halls. Shadows moved in the halls ahead, vague stretched impressions that vanished long before they could reach the corner.

They didn't say a word the whole way there, the closest they came was the look they exchanged when they heard the living room door slam up ahead. Sam's heart sped up when he realised the only way forward was through said door. He pulled back a little to let Clint take the lead, thankful when the archer failed to comment.

Clint held up a hand and crept forward until he was flush against the door. Even from Sam's position he could hear movement on the other side, that distant scratching and tapping sound that had chased them throughout the wing. Clint reached out, his hand closing around the door handle.


Sam swore as he spun to face them, he didn't even see Clint load his bow, but it was trained on the figure before them.

It took him a second to place him, even with the primary coloured costume.

"Shit, you're that kid from the airport."

Either Clint recognised him as well or he took Sam's word for it because he relaxed the bow string within seconds.

"Yeah…I, uh, I go by Spider-Man. Nice to meet you for real Mr. Falcon. Sorry for webbing you up that one time."

Clint gave Sam a look that quite clearly said 'is this kid for real?' before he returned the arrow to his quiver and folded up his bow.

"You mind telling us what you're doing here?"

The kid froze. "Um…Mr Stark invited me?"

"Not 'here' as in the building," Clint amended. "Here as in, this section of the building Tony claimed was off limits."

"…Mr Stark asked me to check something?"

"Was that a statement or a suggestion?" Sam chimed in.

"A state- I mean…" he cleared his throat and stood up a little straighter. "I'm here because Mr Stark asked me to check on something."

"And what exactly did Tony ask you to check on?"

Jesus, Sam could see the panic on his expression even with the mask on. He made a few aborted motions with his hands and broken attempts at voicing a train of thought. "That's…um…classified?" he all but squeaked.

"Come on, man. Go easy on him, he's a kid."

The Spider-Kid tried to protest, but his pitch didn't exactly help his case.

"It's a simple enough question," Clint said with a shrug. "How come we haven't seen you around, anyway?"

"I spend a lot of time in R&D," the words spilled out of him with an undercurrent of relief. Sam could practically hear him think the words 'finally, a question I can answer'. "And I'm not – like – living here. Not like you guys, it's kind of a part time thing."

"So, what's in here?" Clint asked, gesturing to the door behind him for emphasis.

"How should I know?"

"You told me to wait, rather loudly might I add. Got something you don't want us to see?"

"What? No! I mean- Why would you think I have something to hide?"

Jesus this kid was bad at lying.

"Well, in that case." Clint reached out to turn the doorknob again only for the kid to shriek his protests once again.

"Wait! Okay, listen. They're…um…they're redecorating in there. Really messy, Mr Stark will be mad if you go in there. All the paint is still drying and there are ladders propped up against the doors and stuff so if you open it it'll make even more mess and then-"

"Stop," Clint ordered, and the kid halted his ramblings. "Good, now breathe."

The kid inhaled deeply, and before anyone could move an inch, Clint wrenched open the door and unfolded his bow.

The room was empty.

"You said they were painting in here?" Sam asked. The kid shrank down before his eyes.

"It all looks clear," Clint said after a quick scan of the room, but he kept his bow unfurled.

"I didn't hear the other door. Where do you think they went?"

"Must have snuck out while we were distracted." Clint shot a dirty look at the kid, but his expression shifted when he caught sight of him. Even with the mask in place you could tell something was wrong, his posture was all wrong and stiff. Sam would bet anything the blood had drained from his face.

There was something very strange about the kid, and it wasn't just the bright red getup.

"They?" he all but choked out. "You mean…you saw someone?"

Sam and Clint exchanged a look. "How much time do you normally spend in this section of the Compound?"

The kid shuffled his feet.

With a sigh, Sam reworded the question. "Have you seen or heard anything weird around here? Like, scratching noises. Feeling of being watched, that sort of thing."

"No?" the kid gave a nervous laugh. "You make it sound like the place is haunted or something."

Sam rolled his eyes, "don't worry kid. We'll make sure Casper keeps his distance. Right, Barton?"

But Clint wasn't standing beside him anymore. He was over by the couch, a perplexed expression on his face.

"What in the hell…?"

"You find something?"

He raised the object into the air to let Sam could see it. The object in question was a plushie of…Vision. He'd seen them once or twice in toy shop windows, there were even a few falcon ones in circulation. Why there'd be one here he had no clue.

He saw the kid stiffen again in his peripheral vision before- There it was again. That same, half-tapping half-scratching noise, rattling and disjointed and oh so disturbingly close.

Very, very slowly, Sam raised his eyes to the ceiling.

"Clint!" he shouted in warning, a split second before an enormous spider dropped down on his head.

Now, Sam wasn't one to exaggerate, so when he said the spider was enormous, he truly meant about twenty times larger than any spider has any right to be.

The beast tackled Clint to the floor, curved fangs missing his throat by inches. The bow clattered across the floor and the archer let out a string of choice curse words. He didn't let it stop him though, already he was reaching for his quiver with his free hand. He grasped an arrow in a reverse grip and made to drive it into one of the creature's many eyes before it could sink its fangs into his flesh. His efforts were halted, however, when a strand of webbing latched on to the arrow and yanked it from his grip.

Before Clint could make for another one, the spider leapt off of him and darted towards the kid.

Instead of racing in the opposite direction like any sane person would, the kid fell into a sort of half-crouch half-fighting stance. The spider darted past him and attempted to use his slim frame as a shield. It was without a doubt the most bizarre thing Sam had ever seen, and there was a fair bit of competition these days.

"Kid…" Clint said in a low voice as he got to his voice. He kept his movements slow and predictable to avoid spooking them. He couldn't seem to find the words to form questions. Where to even begin?

"I won't let you hurt her." Sam noticed the kid was trembling, he wasn't sure if it was with fear or with anger.

No one seemed sure how to proceed. Two unarmed Avengers against a strange, superpowered kid who'd apparently befriended a giant spider.

Sam really wished he'd never watched that Harry Potter movie with his niece.

The spider watched Clint with an alarming intensity. It was then that Sam noticed something else. Clutched in its…pincers? Yeah, let's call them pincers, was the stuffed Vision plushie. His eyes flickered back to Clint just to be sure, he supposed the thing must have grabbed it in the struggle. Sam shuddered when it moved its long, hairy legs. Tap, tap, tapping forward inch by inch to peer around the kid and stare at him with those soulless black eyes.

It struck the floor with one of its front legs and the kid's attention switched to the beast. He made a motion with his hands, too fast for Sam to keep track of, and the spider backed away. Out of the corner of his eye, he saw Clint frown.

The door creaked behind him, and Sam turned his head just in time to see a long, hairy, distinctly not human leg curl around the edge of the door.

In the span of a split second the kid scooped up the spider behind him and flat out sprinted towards the door as if it didn't weigh a thing even though the beast was almost as large as he was. It flailed in his grip before wrapping its many legs around him like a parasitic octopus. Clint went for his bow, but too slow. The kid was gone, taking both spiders with him and slamming the door behind him for good measure.

Sam lunged for the door, but it wouldn't despite not even having a lock. He threw his weight against it and through the narrow sliver of a gap he glimpsed the thick layer of webbing cementing it to the wall.

"We're not getting through here any time soon. Should we leave through the other door and try to cut him off?"

"We don't know where he's going, what he's capable of, how many…allies he has at his disposal, or what the hell is going on here. I vote we go back and regroup, tell Steve what we know," Clint voted as he checked over his bow.

"One thing's for sure, Stark has some serious explaining to do."


"Stupid," Peter choked out. Meg hesitated before resting a fuzzy foot on his head. It took a moment to realise she was attempting to console him. He wiped his eyes with his sleeve and patted her with undeniable affection.

"Thanks, girl," he murmured. "Don't worry, we'll figure this out."

As for the how of it, he wasn't quite sure. He wondered if Tony would be angry when he came back from…wherever he was (the boss is off the premises, Mr Parker. I'd contact Vision on your behalf but with the override codes, their security clearance trumps yours and they specifically requested I refrain from alerting him along with the Colonel. I'm afraid you're on your own), would he blame Peter for that fiasco in the living room? Or worse, would he take it out on Captain Rogers and his side of the team?

Because Peter could handle another fallout with Tony. It would be rough, really rough, but so long as he agreed to let the spiders stay, they'd figure it out…Being the one to destroy any hope of the Avengers getting back together, on the other hand? Peter wasn't sure he could handle that.

He raised his head and leaned over the edge of his web-hammock to count the spiders again. Twelve, thirteen, fourteen, fifteen. Double check to make sure. It didn't matter that he'd counted them all at least a dozen times since sealing them inside his room. The idea clamped on and wormed its way deep inside, twisting his stomach and filling him with dread.

What if you miscounted the last time? Are you sure you didn't count Beth twice and miss out Anna? What about Natalie? She's slipped by you before.

Thirteen, fourteen, fifteen. Once more, just to be on the safe side.

The spiders were nervous. He knew they sensed his distress, knew it fed their own unease. He'd left the TV on mute, sound didn't matter to them and he needed to keep an ear out in case the Avengers went looking for them. For once, the bright colours failed to entrance the spiders.

Safe here, he signed. They remained unconvinced.

He hugged his knees as a shiver ran through his body, so violent it made his teeth chatter.

Count again, just to be sure.

It felt like a portion of his brain was lagging. The important part that was supposed to process things, but it was stuck in a groove, insisting this wasn't happening. His survival responses were working just fine, he was wound up like a spring just waiting for an excuse to leap into action. His heart pounded the way it only did when he was out as Spider-Man, perched on a rooftop with a clear goal in sight and a hair's breadth from the edge of a rooftop. It was the feeling he got when he prepared himself for a fight, but this time he found the idea more intimidating than exciting.

Oscar dropped from the ceiling and landed on top of him. Meg prodded him with clear irritation, but the spider ignored her and settled on Peter's chest the way he used to when he first hatched. He scratched the spider's head and hoped the little guy understood how much he appreciated the gesture.

Peter must have calmed down somewhat because when Vision floated through the wall like a Christmas themed ghost, he barely even flinched. Maybe some part of his brain thought Oscar's comfort was more important than fleeing a source of potential danger. Go figure.

"Is anyone injured?" Vision asked, surveying the room even as he asked the question.

Peter shook his head, an immense wave of gratitude towards the android catching him off guard. He still wasn't sure what Vision really felt, but he managed to strike a perfect balance of concerned and ready to act but thoroughly relaxed. He gave the impression of someone who had an indepth understanding of the situation and knew exactly how to proceed. Peter wondered if he could teach him to master that 'I'm self-assured and completely confident that this situation is under control' look without coming across like a Flash level narcissist.

Satisfied that everything was as it should be, Vision knelt to allow the spiders to approach him at eye level. Under normal circumstances, every spider in the room would have crowded round him. As it was, a little less than half made cautious move towards him and only four got within arm-swinging length.

To his surprise, the spiders that did approach him soon started to tug on his cape the same way they tugged at Peter's clothing when they wanted his attention. They jabbed their front legs in Peter's direction, like they expected Vision to fix the situation for them.

"Am I mistaken in thinking they are under some stress?" Vision asked after a brief pause.

Peter bit his lip. "I haven't really been able to…explain this to them. They love the Avengers, I don't know how to say their favourite heroes may try to kill them just for existing."

Vision surprised him once again when a look of understanding crossed his face.

"I will talk to the Avengers. I will make it understood that the spiders are not to be harmed under any circumstances."

"…Does Tony know yet?"

"Not that I'm aware. Would you like me to inform him on your behalf when he returns?"

Another nod.

The android watched the spiders with an odd expression Peter couldn't put a name to.

"I don't believe the others are beyond reason, Peter. This may take some getting used to, but they will adapt."

Peter bit back a biting retort. It was easy for him to say that, he didn't so much as blink an eye when he stumbled upon the spiders for the first time (come to think of it, could androids blink?).

"You really think so?" Peter asked instead. He hated how hopeful he sounded.

Vision rose from his crouch, his stance radiating confidence.

"I will make sure of it."


Vision returned a few hours later with an oddly proud expression. Peter had since retreated from the safety of his web hammock. His attempts to reassure the spiders were still…mixed to say the least, but the majority shuffled forward to greet the android when he phased through the wall, so that was an improvement.

"If you would be willing, there is someone outside who would like to meet you."

Peter stared, too stunned to form a coherent sentence. Instead, it came out as something like: "I-who-huh?"

"May I?" Vision asked, gesturing to partially dissolved webbing still coating the bedroom door. Peter hadn't noticed when it started to deteriorate, had it really been two hours already?

He glanced up at the TV screen and tried to do the mental math to figure out how far through the movie they were, only to realise the movie started again from the top when it ended. This was the second rotation of Bug's Life, not the first.

Maybe he should have turned up the sound.

"Um…are you sure that's a good idea?"

"I am confident that the spiders will be perfectly safe in their presence," Vision assured him.

Peter's gaze flickered between the android and the spiders, a half dozen excuses already on the tip of his tongue.

They're really agitated, I'm not sure how well they'll cope with meeting new people right now.

After everything that just happened with Falcon and Hawkeye, maybe we should hold off on introducing them to the Avengers for a while?

We should wait for Tony to get back.

We should ask Pepper first.

We should-

"Okay," Peter said in a small voice.

Vision pulled away the remaining webbing and phased through the door. He could hear his voice in the hall, telling someone outside they were allowed to come in. He wondered who it was, probably not Falcon or Hawkeye, but maybe the Black Widow?

Or Captain America.

The door swung open and in stepped a girl, not that much older than himself. She pushed her pale brown hair back off her face and gave him a nervous sort of smile.

"Hello, Spider-Man. It is nice to meet you properly," she said with a trace of an accent he couldn't quite place. Her voice was unfamiliar, he wasn't sure if the Scarlet Witch had ever spoken in public before. Only then did it dawn on Peter that he wasn't wearing his mask.

"Um…nice to meet you too Miss Scarlet Witch," he said and tried not to panic. If he couldn't trust an Avenger with his secret identity, who could he trust?

"Wanda," she corrected with a warm smile.


He didn't have to turn around to know one of the spiders was emerging from the den of sheets and webbing. Her expression and sharp intake of breath told him everything he needed to know.

After a time, she found the words to comment. "…Sam wasn't exaggerating."

"His name is Oscar," Peter offered. He wasn't really sure what else he could do. "What happened with Hawkeye was a misunderstanding, I promise. They don't look it but they're harmless really!"

Her smile broadened. "They don't look very intimidating to me. I've always adored spiders."

"They…wait, really?"

"When I was a child I was fascinated by them," she explained. "There was a small pet shop not far from where we- I…lived. They had a tarantula in a tank in the back, a Chilean Rose. I'd watch it for hours if they'd let me. Is it safe to touch them?"

"Of course!" Peter leapt to his feet. Oscar took a step back, a little uncertain, but the other spiders were creeping out of the various tunnels and hiding spots.

Safe, he signed to the spiders. MA, here.

Martha crept forward obediently. She was one of the smaller females and without a doubt the best with people. He figured she'd be a good introductory spider. Peter scratched her head and gestured towards the new hero. The spider hesitated for only a split second before moving to greet her. Peter was pretty sure even Wanda would be able to see the curiosity in her expression.

As it turned out, the Scarlet Witch got on with the spiders almost as well as Vision.

They were more reluctant to greet her at first, the anxiety still riding high after the events of that afternoon. Oscar didn't respond to meeting his hero as Anthony and Meg had. He was shy, a little like Luna but to an even greater extreme. He watched from the safety of the low hanging sheets, Peter wasn't sure where he'd hidden his Scarlet Witch plushie, but he knew it was around somewhere.

Wanda soon found her attention split between twelve oversized spiders she couldn't yet understand. When Oscar did creep forward, he seemed nervous and unwilling to butt in. Peter felt a pang of pride when Beth noticed the spider craning to see and nudged some of the others out of the way with her long legs to let him through. Vision explained the situation with the plushies, how most had chosen the representatives of their favourite heroes which led to Peter telling the story of how the little guy had picked a fight with the biggest spider for the Scarlet Witch plushie.

She smiled and waited patiently for Oscar to gather up the courage to move forward. He jumped and skittered back into the tunnels when she gave him a gentle pat. He returned after a few minutes to show off the Scarlet Witch plushie. Even Webster and Natalie called off their dutiful watch long enough for introductions.

Peter lost track of time as they sat on the floor of his room. A witch, a teen vigilante, an android, and fifteen giant spiders. It sounded like a bad joke.

The spiders were a little disappointed when they realised she couldn't understand them as Vision had come to, but the android was happy to act as translator for them and they soon perked up again. He only ran into trouble when Ed made a strange, spasming motion with his pedipalps he'd never seen before.

A wave of excitement consumed the spiders and within seconds they were all mimicking the movement, tugging at Wanda's clothing as they did it like a rather insistent audience demanding an encore.

"Are they…hungry?" Wanda asked with a bemused expression.

Peter snapped his fingers to get Natalie's attention and signed: what?

The spider wasn't quite as enthusiastic as the others and allowed Peter to divert her attention. She repeated the motion to him more slowly and jabbed a leg in Wanda's direction. The motion almost seemed kind of…familiar.

You want? He confirmed. The spider jerked her pedipalps in an upwards motion: a clear yes. He followed up with a few more questions, trying to narrow down their exact request. The spiders soon caught on to the fact that they didn't understand the request but weren't sure how better to convey it except to make the motion more exaggerated.

Peter slapped a hand over his forehead when it finally clicked.

"Do you understand their request?" Vision asked, still observing the scene with a calculating expression.

"I…uh, I think they're trying to say they want Wanda to…You know." He mimicked the hand gestures he'd seen her make on TV whenever she used her weird powers and the spiders skittered back and forth in their excitement at being understood.

Wanda looked surprised and…something else Peter couldn't identify. Worried maybe? They met eyes for a brief moment and she hunched over, hiding her face behind her hair.

"Hey, it's no pressure. I can tell them no, it's not a problem if you're uncomfortable. They'll understand," he assured her.

"No, it's alright. I'm just not- People don't normally request that I-" she trailed off, looking embarrassed.

Instead, she made that strange spasming motion with her fingers and beads of red light blossomed at her fingertips. The spiders twitched their legs the way they did when their favourite scenes in movies came on screen. Their many eyes stayed fixed on her hands, entranced by the simple display. Peter knew first hand that this was a parlour trick compared to what she could do.

When she saw their positive responses, she grew more adventurous with her display. Scarlet tendrils became entangled in her fingers. They looped and twisted with liquid movements, intertwining and springing apart at the slightest motion from Wanda.

She made a gesture and the spiders turned to watch as those same tendrils wrapped around a book on the desk several feet away from her. With a jerk, she sent it flying across the room with startling speed but halted it in mid air before it could hit the wall. The spiders surely would have oohed and aahed given the ability to vocalise. Instead they tensed and hunched low to the ground as if about to pounce, fluffy bodies brimming with excitement.

They must have sat there for a solid half hour, Peter and Vision clapping while the spiders twitched their legs in appreciation as Wanda sent everything from pillows to lamps zooming around the room.

Peter almost forgot about the events of the day as he laughed at the spiders' collective awe. That was, until FRIDAY informed them that Tony was looking for them. Before he could think twice about it, he told the AI they'd meet him in the kitchen. He was almost surprised when the prospect of leaving the room didn't fill him with dread.

The spiders seemed happy to stretch their legs, though they refrained from wandering off in favour of huddling in a pack around the three heroes. It reminded him of their early days in the Compound. Meg started shivering halfway to the living room, forcing Peter to carry her the rest of the way but neither one put up much of a fuss.

They arrived to find Tony already nursing a steaming cup of coffee with an irritated Rhodey beside him.

"Two hours," Tony said. "I was gone for two hours and the Compound collapsed into chaos."

"That's a bit of an overstatement."

"Is it, Rhodey? Is it?"

"They're being childish, they will get over it soon enough," Wanda insisted as she hopped up on the countertop.

Tony gave her an incredulous look. "I'm sorry, have you met them? I barely had time to step out of my suit before Sam and Clint started screaming at me about the 'attercop' living in his old room. What the hell even is an attercop?"

Before Vision could reply, Peter spoke up from behind him. "It's a Hobbit reference."

The teenager couldn't help but squirm when all eyes fell on him. "What? I read."

His traitorous spider sense failed to warn him when Wanda reached out and ruffled his hair. Shelby prodded his side to express her concern and confusion when he shouted protests at her. Only Rhodey caught Tony's fond smile between gulps of still steaming hot coffee.

He resisted the urge to shake his head. Tony figured out a way to hide the kid and fifteen giant spiders for weeks, the kid somehow made them all forget that the spiders had fangs almost the length of his forearm beneath their fluffy pedipalps. Together, he had no doubt they'd convert the Rogue Avengers over to their side.


Peter fiddled with his web shooters when he was nervous. It was a habit he'd picked up back when he first started doing the whole Spider-Man thing, back when instead of industrial grade machinery he had spare parts held onto his wrists by buckles salvaged from old watch straps. Every second he could spare was spent checking over the devices. Looking for flaws, for damages, for anything to indicate that the next shot would fail him and send him plummeting to the pavement down below. His nerves eased a little when he replaced them with metal cuffs (thank god his teacher didn't watch them too closely when they moved on to metal work in class or else they would have noticed his little side project). Then his cuffs were replaced by Tony Stark's own model, leaving him with no reason to fuss over the gadgets. Not when they were made by the creator of the Iron Man and Karen could detect the faintest scratch.

And yet, the habit remained. He shouldn't even need his web shooters for this but-

Peter jumped when a hand clapped down on his shoulder. Anthony rushed forward now that he'd noticed his favourite person in the whole world had entered the room, skidding to a halt just shy of crashing into Tony's legs. The millionaire hesitated before giving the spider a pat on the head and nodding as if listening to a very interesting lecture when Anthony showed off the Iron Man plushies for the millionth time.

"You about ready?"

"Almost," Peter said as if he hadn't exhausted every possible excuse to put this off. "Just…making sure Crepsley is the best choice."

"Kid, we talked about this. May agreed, Vision agreed, Wanda agreed, you agreed."

"All the spiders respond differently to meeting their idols," Peter argued. "What if he tries to tackle him or something?"

"Then who do you suggest?"

"I dunno…Oscar?"

"You already ruled out Oscar because he's too shy."

"Benjamin, then."

Tony fixed him with a look that spoke for itself.

"…Fine, we'll use Crepsley. I'm just saying-"

"Kid, I trust your judgment. If you really think Benjamin is the better choice, go with Benjamin. But be honest with me, is your choice of spider really the problem here?"

"…no," Peter said without looking up from the floor.

"Do you want me to reschedule? Do this some other day?"

Tony had no idea how tempting his offer truly was, but Peter had to face the fact that buying a week wasn't going to make a difference.

"We'll use Crepsley," he decided.

If he didn't know any better, he would have sworn he saw a glimmer of pride in Tony's eyes.

"Alright, then let's go get 'em."

Peter didn't have Tony's confidence, but he trailed along behind him all the same. And if he spent a little longer than was strictly necessary reassuring the other spiders? Well, no one had to know.

Tony paused when they reached the doors to the rest of the Compound. They were plain, unassuming, offering no hint of the dangers that lurked on the other side.

Peter didn't trust his voice, so he shot Tony a thumbs up instead. The billionaire slipped through the doors and Peter did his best to block out the conversation taking place on the other side.

"Are you sure this is a good idea? I mean-"

"-animals, Tony. Can't we at least bring our weapons? Or-"

"-if you want to continue living here rent free you'll either have to suck it up or-"

He was so engrossed he almost missed the sound of Wanda's footsteps, thankfully she wasn't in the mood to scare him into plastering himself onto the ceiling today.

"The spiders seem happy with Vision," she assured him without prompting. "They still seem convinced that they can attack him without going right through him if they take him by surprise. They weren't having much luck when I left."

"How's Rhodey finding the others?" Peter asked. He hated that he couldn't keep the worry out of his voice.

"Crepsley and Martha seem eager to meet the team, but Rhodey has a handle on things."

"…Is Webster doing okay?"

"Last I heard. Why don't you see for yourself?"

Peter hesitated, eyes wandering back to the door.

"Look, this is not up for debate. Do you want to hear the ground rules or not?"

"Okay, yeah. That's probably a good idea."

He didn't know Wanda that well yet, but already she reminded him a lot of Vision. They both had this self-assurance he didn't think he'd ever be able to master. Maybe it was a 'I have mysterious cosmic powers and I could probably destroy you with a look if I wanted to' kind of thing.

Just as Wanda said they would, the pair found Rhodey holed up in the living room where he was attempting to watch over four very demanding, very curious spiders. The second they caught sight of him, Martha and Crepsley released their hostage and rushed over to bug him with their questions instead. They could only communicate a handful words at the moment, though he felt immense pride at every new word they learned. He had to admit, it lost some of its appeal when Crepsley and Martha started silently chanting a firm routine of where? When? Where? When?

"Soon," he said as he signed, even though he'd all but given up on teaching them to interpret spoken English. "You wait, W follow."

There was a brief pause before the spiders changed their mantra to: why? Why? Why? Even Natalie gave a confused, half-hearted sort of wave. Only Webster remained motionless, choosing instead to fix Peter with his most intense stare.

Hyper aware of Rhodey watching them out of the corner of his eye, Peter crouched down to meet the spiders at eye level.

There, he signed, pointing at the door for emphasis. Danger. W, me, go. No danger. I come back, there safe. Then you follow. Understand?

The spiders stared at him with blank expressions, but they were no longer pestering him with questions which usually meant they understood well enough. He wished he could explain all this to them in more depth, but they tended to get lost when he signed in complete sentences instead of his awkward, broken attempt at ASL. Still, not that long ago he was having trouble teaching them to respond to individual words like 'food' and 'stay'. Who knew? Maybe in a year's time they'd be nagging him to sign-interpret the Harry Potter series. Hell, at the rate they were progressing, maybe they'd be reading the Harry Potter series.

With only minimal coaxing, he led Webster out into the hallway. Crepsley and Martha were disappointed but didn't stir up too much of a fuss. Instead, they went back to pestering Rhodey despite knowing full well that he didn't have the faintest idea what they were conveying. Natalie, on the other hand, launched a well-planned escape attempt while everyone was distracted. It was only thanks to Peter's spidery senses and Wanda's fortuitous timing that she was thwarted. Wanda decided to stay behind and help out with them until it was actually time to introduce the Avengers to Webster. Just in case.

When he did get out the door with Webster in tow, Peter found himself unsure of how to proceed. He supposed they'd just have to wait by the door until Tony returned and gave the go ahead. If he gave the go ahead.

"How you feeling, Webs? Ready to dazzle them with your charm?"

The spider stared at him.

"Or…I mean, yeah. That works too." Peter sighed and slid down the wall until he was sitting on the floor.

"You're gonna be great," he assured him, even though the spider had no idea what he was talking about. Webster hesitated before resting one of his fluffy feet on Peter's arm. The spiders never failed to pick up on his distress, but Peter couldn't remember the last time Webster had reached out to him like this. He got the feeling the spider was trying to comfort him but only had a vague notion of how to do so based on the interactions he'd observed between his siblings.

Peter made a point of smiling and scratched the spider's head to show he appreciated it. Webster raised his head as if proud of his good work and tapped Peter's arm a few more times just to be on the safe side. They waited there, side by side, until the door to the training rooms opened.

"Did it go okay?"

"…Yeah, I'd say so," Tony said, but the pause spoke the words Tony refused to.

Peter took a deep breath. "Wanda should be here soon, FRIDAY said she'd tell her when you came back," he said when he trusted himself to speak again.

"No rush."

Funny, the silence that followed hadn't seem so potent when it was just Peter and Webster.

"How's he doing?" Tony asked after a time, nodding to the spider.

"Fine…I think he found the concept a little easier to grasp than Martha did."

"Well…that's something."

The relief in the air was tangible when Wanda returned and shattered the awkwardness with lengthy assurances that Rhodey had things under control.

Unable to delay the inevitable any longer, Peter nodded and patted Webster on the head once more for luck before he marched into the lion's den with his head held high and an Avenger on either side while one very large spider trailed along behind them.

When Peter stepped through the door, two thoughts crossed his mind. The first was one of panic stricken regret that he'd ever allowed himself to be talked in to this instead of fleeing to live out his existence in the wilderness with his adopted spider children. The second thought was a silent prayer of thanks to Thor and whatever other deities might exist out there that Tony had agreed to let him wear the mask because he was already sure his idols all saw him for the nervous wreck he was. He couldn't even begin to imagine how he'd look without it.

It took every ounce of his will and strength to force his feet forwards when he caught sight of the Rogue Avengers waiting with crossed arms and a broad variety of expressions. God, you'd think that all those years of Captain America PSAs would have made him immune to his Disappointed Face™. To his right stood Hawkeye and Falcon, both sported expressions which were equal parts curious and wary. He almost missed the Black Widow on the Captain's left. Her expression leaned more towards…well, she looked unimpressed.

Right, breathing. Deep breath in, deep breath out and-

Peter held open the door a little wider and beckoned for Webster to step inside. The spider was cautious, just as Peter expected him to be. He only hoped the slow, predictable movements would serve to reassure the others.

There was a sharp intake of breath when he edged around the door and peered at the Avengers with his many, many eyes. Peter didn't dare look back to gauge their responses (would Captain America be horrified by the fluffy, many legged child? Was Hawkeye harbouring a grudge for that incident in the living room? Would the Black Widow maintain her effortless air of apathy, or would she allow her revulsion to twist her features?). Instead, he focused on Webster's reaction. He was nervous, curious, maybe a little reluctant. Peter crouched down so they were once again at eye level.

Safe, he assured him. The spider shifted to stare at the Avengers again before taking those last few steps over the threshold. Peter sighed in relief and let the door close behind them.

He gave Tony a sharp nod to let him know they were good to continue.

"You want to do the honours, kid?"

His mouth felt dry all of a sudden. He didn't need to look up to know everyone was staring at him.

"This is Webster," he said but couldn't help but flush beneath the mask when he heard a snort. "Hawkeye and the Falcon met him briefly before, but I didn't really have the chance to run introductions."

He risked a glance at the group and was surprised to find no trace of loathing or terror etched on their faces. Captain America was frowning, but if anything he looked…concerned. Falcon, while clearly uncomfortable, didn't look sickened by the sight of him. Even the assassins seemed more curious than murderous.

A new found confidence crept over him, his voice steadier with every word he spoke. "I found them kind of by chance, this lab...Well, it's kind of complicated, but I got my powers by accident and these scientists were trying to figure out exactly how it happened so they could make super soldiers...Anyway, when I realised they were spying on me, I went to their lab to find out why and found these guys."

He patted Webster on the head for emphasis and the spider preened. "Any questions?"

Clint Barton slowly raised his hand.

Peter looked at Wanda who looked at Tony who gave an unhelpful shrug in response.

"Um, yes?"

"That's not the spider that jumped me," he deadpanned.

"Er, no. That was Meg."

Sam snorted at the name but raised his hands in mock surrender when half of the people in the room turned to glare at him.

"I think what Clint means to say is," Steve put in after shooting Sam a disapproving look, "where is the spider now?"

"She's with Rhodey," Tony answered on Peter's behalf (much to the hero's relief). "We were worried meeting you would stress them out, so we figured start with this one and see how it goes."

"We might stress them out?" Clint asked and even Captain Rogers seemed to be on his side with this one.

"New people do that to them sometimes," Peter said with a shrug. "And Meg's a pretty big Captain America fan."

He had to admit, he found a certain satisfaction in their baffled expressions. He'd never thought Captain America capable of making that look of utter bewilderment. Wanda tried and failed to suppress a snicker. Webster shuffled closer to her with a curious expression, as if he half expected her to keel over. She gave him an affectionate pat on the head to ease his concern, but the spiders were masters at emotional manipulation.

Sensing weakness, Webster fixed her with his most adorable look, bunching his legs tight against his body to make himself look smaller and waving his fluffy pedipalps. Wanda's heart melted and without thinking she sat down on the floor so they could be at eye height while she fussed over him

Peter was too busy grinning at the pair of them to notice the shift in the atmosphere, but Tony did. The way the defensive stances began to loosen, the wariness giving way to curiosity. Clint's animal-loving nature was clearly at war with his grudge against Meg.

Natasha met his eye and quirked an eyebrow, a faint smile tugging at her lips as her gaze flickered between him and the kid. He barely resisted the urge to roll his eyes.

"So, how would you guys feel about meeting some of the others?"


As it turned out, Martha and Crepsley were the perfect choices. Natalie slipped in behind them but stayed out of the spotlight, how that was even possible for a giant spider in an enclosed space, Peter couldn't say.

Martha was her usual calm, patient self. She didn't hesitate to approach the group but kept her movements slow and predictable, just like when she approached Happy or Rhodey. She gave them space, but made her curiosity known and let them come to her. It was a slow process, but the oppressive weight hanging in the air began to dissipate. The presence of the Captain America made Crepsley a little reserved at first, but he soon took a liking to Sam and started following him around everywhere, much to the hero's confusion. Clint found the whole thing endlessly amusing.

When they broke out the plushies the archer's suppressed laughter became a cackle. Even Natasha cracked a smile when she saw the look of bewilderment on Steve's face.

Natalie bided her time. She lurked high above them, watching from the safety of the rafters until everyone but Peter forgot she was even there. Waited for the Avengers to relax, for Peter to distract them by convincing Martha to give Sam a high five. Natasha Romanoff also preferred to watch things from afar. She hung back when the others surged forward. It made her approachable.

The spider waited and waited for the perfect moment. When she saw it, she scrambled down the wall as fast as her legs would carry her, using every trick she knew to stay out of view of the prying eyes. Only when she neared the ground did she falter. Though she didn't make a sound, when she was only a few feet up off the ground the Black Widow turned her head to watch her in her peripheral vision.

The spiders struggled with facial expressions, perhaps for the best as Natalie couldn't interpret the wariness in her expression. When the spy failed to move, she started to creep forward again. Little by little she inched closer, attention torn between the group of heroes and the spy she admired more than all of them. Peter noticed her early on in the mission, a quick glance between the spider and the assassin told him all he needed to know. He made the sign for 'luck' though the spider had no concept of it and said something to the group which made them all turn their backs to her.

Natalie paused when she was about a foot away from her, unsure of how to proceed. The spy stared at her with an inscrutable expression before her eyes flickered over to Peter, then back to the spider. She hesitated before, with slow deliberate movements, she crouched down and extended a hand towards her. Natasha wasn't sure what she was expecting, maybe for the spider to headbutt her like a cat. Instead, after some awkward shuffling, she raised her frontmost right leg as if imitating Natasha's gesture. Then, she ever so slowly moved to rest her fluffy foot on Natasha's outstretched hand like a bizarre handshake. Natasha considered the spider for another few moments before she reached out with her other hand to rest a hand on her head, mindful to stay clear of her enormous eyes.

The stillness between them was broken when Clint who, no longer able to contain himself, let out a cooing noise like he'd just spotted an especially adorable puppy. Peter and Wanda clamped their hands over their mouths to keep from laughing when the spider and the spy turned on him with remarkably similar expressions. The archer raised his hands in surrender but was unable to wipe the grin from his face.

"Which spider is that again?" Sam asked with a frown.

"Natalie…my friend always jokes she's like a mini-Black Widow."

Natasha quirked an eyebrow but gave no other indication she'd even heard him. She didn't even comment when Natalie proceeded to follow close on her heels as she strolled back towards the group, though it clearly took every ounce of Clint's self-control not to.

"You guys want to meet some of the others?" Peter asked, somehow expressing his hopeful look even through the mask. When he met their blank expressions, he faltered a little. "I mean…we don't have to. You guys just seemed to be getting on so well with…and I know Violet is dying to meet Hawkeye…"

"There are more of them?!" Sam all but shrieked.

"I have a fan?" Clint asked with a grin.


All in all, it was a long day but an undeniable success. Bucky even joined them in the living room after Peter managed to corner Tony in the kitchen and confront him about the soldier's absence. He claimed there were 'safety concerns' but, after a great deal of pestering, conceded and let Steve go find him. When they both returned, Crepsley raced over to greet Captain America as if he were meeting him for the first time all over again. Peter felt a pang of guilt when he realised they didn't sell Winter Soldier plushies. More than that, he'd never seen any of them idolise Bucky as they did the others. They didn't crowd around when he was on TV, they didn't even have a sign word worked out for him.

He should have given his spiders more credit than that.

Though no one spider raced forward to see him, Bucky was hardly shunned as an outsider. Within seconds Edward spotted him standing in the doorway and approached with clear interest. Crepsley also picked up on his presence. When, with some coaxing from Steve, Bucky entered the room everything went still.

"Are they…okay?" he asked when sixty pairs of huge black eyes moved to focus on him with a terrifying intensity. Before Peter could respond, the room erupted into a mad flurry of movement. The soldier staggered back several steps as a wave of spiders charged towards him but every single one skidded to a stop before they collided with him.

It took Peter a few seconds to realise why their movements screamed panic, and why Shelby and Oscar were practically trying to carry him over to the door. Then it hit him: they hadn't realised Bucky was missing an arm.

He glanced between their panicked looks and the metal stump which, only a moment ago, had been obscured by the doorframe.

Tony and Steve were already mid-argument, the spiders had Bucky cornered, the other Avengers were looking on with expressions ranging from confusion to anger. Only Vision remained calm.

"Am I mistaken," he said, just loudly enough to drown out Tony's shouting, "in thinking they are concerned for his wellbeing?"

The fighting ceased, the angered expressions became ones of stunned disbelief. If not for the fact that Vision was on the other side of the room, Peter would have hugged him in that moment.

"Sorry, I think they're worried he's going to die or something…I'll sort things out, though. I'm really, really sorry Mr Barnes. They've seen photos of you with the metal arm, so I just assumed they figured it out but…" he trailed off and focused on conveying the situation to them in sign language instead.

Now that everyone knew they weren't trying to drive him out, the team seemed to find it more amusing than anything. Bucky glowered when Steve tried and failed to suppress a snort of laughter which seemed to be Sam's cue to tease him endlessly about having a small army of spiders mother-henning him. Vision stepped in to help explain it to them, much to Peter's relief. It took a lot of creativity to shape the words they knew into a comprehensive explanation, especially since they had to keep their sentences short and choppy or else risk losing the attention of most of their audience. Even when they got it through to them that he wasn't about to drop dead, most still fretted over him.

Bucky ended up sitting on a corner seat with Steve on his left but Crepsley squeezed in between them, his legs twitching from time to time as if he had to resist the urge to throw up a threat posture whenever someone came too close. Sam sat down on Steve's other side, and Clint took the space next to him. Anna and Violet hoarded the floor by their feet but huddled together as if whispering conspiratorially and kept Bucky within view at all times. Anthony returned to Tony's side though he tried to trick him into moving closer to the assassin whenever he thought the billionaire was distracted.

Needless to say he was unsuccessful.

Pepper took the corner seat on his right, so Rhodes took the spot on his left with Luna hovering as close to him as she could whilst still maintaining a respectful distance. On his other side, Oscar draped himself over Wanda's lap and, though he was a little big, she didn't seem to mind one bit. Meg sat on Vision's left side instead of sitting between him and Wanda.

Though it could have been a coincidence, all of them were perfectly positioned to watch Bucky's every move.

The other spiders were split between lurking by Bucky's chair, watching from the best placed corners, and crowding around Peter who'd sat down on the remaining empty couch in anticipation of this. Natalie and Webster were nowhere in sight, but Peter suspected they'd be back when they grew bored of searching the halls for potential intruders.

"So, where did they actually come from?" Bucky asked. Peter wasn't sure what Tony said to dissuade the others from asking questions, but it seemed as though everyone in the room except for Tony, Rhodes, and Vision leaned forward in their seats with eager expressions. Even Natasha who'd adopted a bored expression looked up with interest.

"I already gave everyone else the outline. Basically a bunch of scientists cloned them from my DNA because they wanted to replicate my abilities."

That didn't seem to do anything to clear up the confusion and with everyone staring at him expectantly, Peter resigned himself to explaining the full story.

"Well, I guess it all started when I found this drone following me around and I decided to…investigate the people spying on me."

"Hey, I never heard this bit," Tony said with a frown, but Pepper shushed him and gestured for Peter to continue.

"Err, right. Well I found these labs with all these samples of my blood and stuff and files with all the information they could find about me- Spider-Man me that is. They never figured out my secret identity, thank God. Anyway, I started gathering everything I could find about me and Kar- I mean, I ended up in the room where all these guys were being kept. They were just babies back then, spiders are weird because they don't just hatch from an egg as tiny spiders, they go through all of these stages before then, so they were kind of past the egg stage but before the spiderling stage and they couldn't really move around or anything."

Peter opened his mouth to explain more about why they were growing the spiders in the first place but remembered he'd first have to explain that he got his powers via radioactive spider bite on a field trip and they owned said spider which would inevitably lead Tony back to Oscorp. He'd kind of…smudged the details of the story a little to make it sound less like his major competitor and more like an illegal makeshift laboratory setup. He was pretty sure Tony didn't buy it, but he sure as hell wasn't about to open that can of worms now.

"Well, the files didn't really go into specifics about the 'how' or the 'why', but they essentially cloned these guys from the spider-y strands of my DNA to try and find out more about how my powers work and stuff. But these guys had more or less served their purpose so…they were going to…you know. I couldn't leave them there to be- They were babies, you know?"

He shuddered at the thought. Bethany gave him a weird look when he patted her on the head without prompting, but she didn't protest. When he looked up the expressions were…varied to say the least. Some, like Wanda, looked horrified by the prospect. Even Clint seemed to find the concept nauseating. Even Steve and Sam, though they clearly didn't understand exactly why he'd done it, they seemed sympathetic. Tony shot him an uneasy smile before, to Peter's relief, he took over.

"Kid didn't even tell me about it, Happy went over to his place to check on him after he got roughed up by some nut job and nearly had a heart attack."

"Hey! It's not my fault he went snooping, I tried to keep them out of the way."

"Needless to say," Tony continued as if he'd never been interrupted, "we couldn't leave them in a two bedroom flat. Especially at the rate they were growing. They moved in a few weeks before you all showed up on my doorstep unannounced."

"How come you use sign language with them?" Clint piped up now it was clear they were allowed to ask questions.

"Spiders don't hear the same way we do, they can feel vibrations but it's hard for them to between different noises. Teaching them spoken language would have been impossible. They can understand signs though, just so long as we keep the sentences short and to the point."

"What's with the plushies?" it was Bucky who asked that one.

"They're still kids," Peter said with a shrug. "They find them comforting."

As if to prove his point, Natalie crept in through the open door clutching her Black Widow plushie tightly.

They threw a dozen other questions at him (how big are they going to get? What's with their names? Are they poisonous? Oh…well are they venomous then? Please tell me they haven't actually eaten anybody). By the end of their impromptu Q&A, they were cracking jokes and teasing each other like the team never split at all.

The spiders protested more on principal than anything else when he announced they were off to bed. Half of them were already dozing off and the others grew grumpier as the night went on.

The team said their farewells and Vision offered to accompany him back to his rooms to ensure none of the spiders slipped away and doubled back. The room fell into a suspicious silence when they left, a silence which didn't lift until even Peter's sensitive hearing could only pick up distorted mumbles.

"They're talking about us," he said with a sigh.

"It seems likely," Vision agreed. Peter wondered how far the android's hearing extended. Further than his own? Could he make out any of what was being said?

"Do you think they're more freaked out by all this than their letting on?"

"I think the situation will take some getting used to."

"…They're ganging up on Mr Stark, aren't they?"

Vision took a moment to reply, maybe because he had to hack into FRIDAY's security system with his brain or something else equally awesome. "Actually, at this moment Tony is attempting to convince his team mates that you are not biologically his."

"He's what?!"


Peter slept about as well as could be expected that night. It didn't seem to matter how exhausted they were, the spiders couldn't stop fidgeting. His alarm went off just as it seemed the spiders were finally settling down, but Peter doubted he'd be able to sleep again with the state of his nerves. Resigning himself to another caffeine fuelled day, he dragged himself out of bed and made his way over to the bathroom. Only Meg joined him when he left the room, and even she lacked her usual early-bird enthusiasm. He half-walked half-staggered into the kitchen only to find Tony, Pepper, and Vision already inside.

"Good morning, Peter," Pepper said with a warm smile. How was it even possible for people to look so put together this early? A gallon of coffee couldn't make him that chipper before nine.

He gave a slurred groan in response and started rummaging around in the cabinet for the coffee mix he liked. It tended to get shoved to the back whenever Tony replenished his own supply, Peter couldn't help but feel like it was Tony's attempt at converting him over to his smoother, expensive coffee brands. Still, the top shelf was no match for his spider powers. After a short scavenger hunt Peter held the bag over his head, basking in his victory while the billionaire rolled his eyes.

"Did you sleep well?" Vision asked without looking away from Meg who'd climbed up on top of the countertop next to him.

"Eh, could have been better. You?" Peter asked before he remembered that Vision was an android. He turned hastily towards Tony and Pepper as if the question had been directed at them all along, but they didn't buy it for one second.

"It was later than we would have liked, but we slept fine. Thank you for asking," Pepper said, glowering at Tony as he chuckled into his coffee.

"Did everything go okay? You know…after I left? I got the feeling everyone was waiting for us to leave so you could hash things out."

Pepper and Tony exchanged looks before the latter spoke up. "I told them arguing was off limits around the spiders, kind of surprised they took the advice if I'm being honest with you."

"You didn't argue," Pepper corrected. "You discussed the situation with them in more detail. You did a wonderful job of winning them over by the way, Peter."

"Yeah but…are they mad?"

"No," Pepper said before Tony had the chance. "They're concerned, but they're not angry. Although, to be perfectly honest with you, I think we're alla little concerned."

"What? Why?"

"You weren't exactly honest about where these guys came from," Tony deadpanned before Pepper could cut him off again.


"I didn't lie," Peter pointed out. "I answered all of your questions honestly. I just…left some stuff out."

"Like the fact that you were being stalked?" Tony asked.

"Just as Spider-Man, I would have told you if they figured out my secret identity or anything like that. It didn't even go on for that long, they stopped after I broke their spy drone."

"That doesn't make this any less concerning," Vision said, and Peter stared at him like a kicked puppy. Now Vision was ganging up on him?

"It's fine now, though. I handled it."

"Pete, it's not always that simple. If they were willing to steal your DNA to clone giant spiders, you really think they're going to lay off because you smashed a camera?"

"I stole all their files! They've got nothing left to work off of!"

"New files can always be made," Vision put in. Meg prodded his arm in a clear request for reassurance in the form of head scratches. The android complied without hesitation, but his gaze didn't leave Peter. "We can't even say why these scientists are fixated on you."

Peter hesitated before he mumbled something inaudible under his breath.

"Didn't quite catch that."

"I know why they came after me."

"In that case, you feel like sharing with the class?"

Peter hung his head, eyes fixed on the floor. "So…I didn't always have spider-y powers."

He paused, but when no one spoke up he took it as a signal to keep going. "So, when I was fifteen, I went to this…place. Legally. On a trip, I didn't break in or anything like that. I did kind of go snooping but I didn't really go anywhere off limits or anything like that. I just hung back to look around, you know? But it turns out this…place had this…experiment running involving spiders and I guess one must have escaped or something because it bit me. I just thought I was coming down with the flu or something, I spent a few days puking my guts up and when it was all over," he gestured to himself in way of explanation.

"But the people who owned the spider were the same people who bred these guys," he shot Meg a reassuring smile, but the spider seemed to sense something was amiss. She headbutted Vision's hand before hopping off the cabinet and making her way over to Peter instead. "I don't think they really intended for it to give me superpowers but based on their notes they made the connection between me and the missing spider. Well, not meobviously, Spider-Man me."

He risked a glance at the trio. All of them (Vision included) were staring at him with mounting looks of incredulity.

"You got your powers because you were bitten by a spider?" Pepper asked with a baffled expression.


"And you didn't think to mention any of this?"


Tony's head hit the table with an audible thud.

"What is the name of this organisation?" Vision asked and for a split second Peter wished that spider had bestowed invisibility upon him instead.

"Um, I think I'm gonna plead the fifth on that one?" Peter said, but it came out as more of a suggestion.

Tony looked like he was caught between hitting his head off the table again and throttling him.

"You want to-"

"If I tell you who it is, you're gonna go in there as Iron Man and beat the crap out of them and then you're gonna get sued Mr Stark," he stressed. "I promise they've left me alone!"

"Hey, I have some degree of self-control," Tony said but Pepper shot him a look which clearly said she was unconvinced.

"Peter," she said in her most reasonable business voice. "I know you've handled this situation pretty well on your own so far, but we have the spiders to consider now too. I'm sure a lot of time and resources were invested into this…project of theirs. You're absolutely certain they wouldn't be interested in picking up where they left off?"

Peter opened his mouth to argue but it died in his throat. "Well…no."

"What about the drone? You said they were spying on you before do you have any way of knowing for sure they won't start again."

"No, but my spidey senses picked up on the last one before they could find out anything useful. If they send another, I'll just track that one down too."

"And you're confident they won't find a way around this 'spidey sense'?"

"Well, yeah."

"Are you absolutely sure there isn't even the slightest chance?"

"I'm…like 80% sure, yeah."

"And you're willing to stake your safety on a twenty percent margin of error?" Pepper asked, quirking an eyebrow.

"I mean…"

"You're willing to stake their safety?" she asked, gesturing to Meg. "Or your Aunt's safety?"

Peter wilted.

"We can help you, but we need to know all the details," Pepper said softly.

"Oscorp," he mumbled, scratching Meg's head more for his own benefit than anything else. "The spider belonged to Oscorp Industries."

Everyone in the room went very, very still.

"I'm going to beat the crap out of them," Tony announced.

"Oh no you're not. Peter was right about one thing, they'll definitely sue us for that and the last thing we need is for this mess to make it to the courts."

"And if they come after him again?" he demanded.

"They won't," Peter said, and the room went quiet again. Well, there was no use holding back now. With a sigh, he ploughed forward. "Do you remember that crazy Goblin man I fought the day before you found out about the spiders?"

"The one who threw bombs at you and wrecked your suit with you inside? Yes, I think I remember that nutjob."

"Well that nutjob was…is…a kind of prominent person in Oscorp. And he knows that I know who he is."

Tony rubbed his temples as if it would do anything to alleviate his headache.

"May I ask just how prominent this individual is?" Vision asked when no one else seemed willing.

"He's…he's Norman Osborn, alright?"


"Norman Osborn," Pepper repeated. "Norman Osborn is a supervillain who dresses up like a goblin and throws pumpkin shaped bombs at teenagers."


"I'm going to shove one of those pumpkin bombs down his throat," Tony decided.

"And you are confident this information is enough to dissuade him from staging another attack?" Vision asked as if he'd never spoken. The expression on the android's face bordered on concern.

"Pretty confident. It's definitely worked so far."

"No, that's too good for him. I should go for something slower."

"You're not murdering Norman Osborn."

"Well I'm not going to get caught."


The summer ended way too soon for Peter's liking. Without Vision, he was pretty sure the spiders would have staged a full scale revolt that first week back to school. Even with their nightly Skype call Peter considered asking Tony to send a driver at least four times a day, especially when they started fasting. He knew it wasn't that uncommon for spiders to stop eating, sometimes for months on end, but he'd never had a problem getting the spiders to eat before. According to Vision, they'd barely responded to the Captain America frisbee at all when he waved it to signify it was feeding time.

When Peter finally returned to the Compound on the Friday it took almost twenty minutes to convince the spiders to let him up off the ground. He spent the entire weekend watching movies with them, the other Avengers passing in and out of the room all the while. Clint turned into another go-to babysitter as his experiences working with animals in the circus (which he casually dropped into conversation as if Peter wouldn't immediately follow that up with a million questions) and with raising two kids of his own made him a natural at handling them. His understanding of sign language also made him the perfect candidate, though once or twice Peter caught Natasha signing to them when no one else was around.

Months passed, and they still attempted to convince him he didn't actually need school every Sunday night. But, assured that he would come back at the end of the week, the spiders tolerated his disappearances. The only good thing about going back to school was seeing Ned again. He peppered him with questions about what it was like to actually stay with the Avengers and work next to Tony freaking Stark in his personal lab. That, and the freedom of going out as Spider-Man again every night which, after such a long hiatus, felt positively liberating.

Life in the Compound remained erratic to say the least. He didn't bother wearing his mask anymore, and one by one the Avengers learned his real name and pieces of his private life. Clint still shot suspicious looks at Tony whenever he helped Peter with his homework or offered to let him use the labs. Vision snitched on the betting pool before Natasha had a chance to steal one of Peter's hairs for the paternity test and, to the team's irritation, Tony shut them down.

Things only grew more hectic as Peter's school life grew ever more intense, but the build up to Christmas brought some small relief from the never ending stress.

Steve and Bucky volunteered to haul the Christmas trees inside, but aside from that had spent most of the build up to Christmas doing their best to stay out of the way. Sam split tree decorating duty with Natasha (Tony really went overboard with those things) while Vision, Wanda, and Clint volunteered to decorate the rest of the place. Peter, while only there on weekends, helped Vision hang the strings of lights around the outside of the buildings while Wanda took it upon herself to bedazzle the giant A on the roof.

Disaster struck midway through the decorating process when Clint made the mistake of showing them How The Grinch Stole Christmas. It didn't seem like a problem until everyone came out the next morning to find the rooms absent of all things Christmas related. The strings of tinsel artfully draped around the doorframes, the wreaths in every room, the lights hanging down over every window, even the decorations from the trees. It took Peter the better part of an hour to explain the actual plot of the movie and how the fluffy green man was not the hero because he'd stolen the gifts in the first place, but because he realised his mistake and gave them back to the creepy, squished-faced people. It took anotherfifteen minutes to convince Crepsley to tell him where he'd hidden the star from the top of the tree.

When Peter tried to explain the situation to the rest of the Avengers, his stuttered apologies were soon drowned out by whooping laughter. He supposed they could have screamed at him instead, but the non-stop teasing almost made him wish they'd been a little angrier about the whole thing. Even with the explanation, Vision still faced the trying task of preventing the spiders from tearing down the Christmas decorations. They didn't really mean to do it, they just had a tendency to prod things that captured their curiosity and their sticky feet had a habit of growing entangled in the delicate decorations. For the most part, they listened when he warned them not to touch the strands of tinsel lining the doorways or the paper snowflakes Wanda made for the windows. He even managed to convince them to stop climbing the Christmas trees…or at least, that's what they all thought before a tremendous crash and the tinkling of broken glass echoed through the Compound.

Peter launched himself out of his seat, sending his school books crashing to the floor. Ignoring Meg's protests, he sprinted towards the source of the noise and skidded to a stop at the doorframe to the living room when he caught sight of the broken glass. He barely resisted the urge to facepalm when he caught sight of Shelby perched on the toppled Christmas tree, surrounded on all sides by the shattered remains of every bauble and ornament Sam had lovingly placed on the branches over the course of hours.

Of course, out of over a dozen trees scattered throughout the Compound, she had to go for the twelve foot tall monstrosity in the living room.

Tony, to his credit, seemed completely unphased when he peered into the room over Peter's shoulder. "Hey, Clint, do me a favour and go get Vision to help the kid keep the spiders out of the area while we clean up all this up? Wouldn't want them cutting their feet on the glass."

"Yeah, because that'd be tragic if they hurt their precious feet while we're bagging all this shit up," he grumbled under his breath as he disappeared out the door, but Peter knew he didn't really mean it.

Peter wasn't wearing shoes, so he leapt to the ceiling and got to work rescuing Shelby from her perch at the epicentre of the carnage. It wasn't easy to pick her up from this position, but she soon realised what he was trying to do and did her best to make it easy on him. In the end, she latched onto his back while he crawled back across the ceiling to deposit her in the glass-free kitchen. A half dozen other spiders crowded round the door to watch them, but Vision prevented them from attempting to cross the threshold.

Wanda soon showed up with a roll of bin bags and a broom and Peter resigned himself to his fate.


No one in the kitchen looked up when Peter staggered in and seemingly passed out slumped against the kitchen counter.

"Morning, Peter," Pepper greeted without looking up from her Stark issue tablet. Peter groaned pitifully in response and mumbled something incoherent about Spanish tests. Having spent enough time around Tony to know the proper procedure for this sort of thing, Steve slid a mug of coffee towards him and received a 'God bless America' for his efforts.

Peter started to come around about the same time Clint wandered. The two didn't really interact all that much, but Peter had picked up a few facts about the archer along the way.

Never get involved in a prank war with him, if he catches you assisting 'the enemy', you're marked as acceptable collateral in all future pranks. If he gives you some vague advice about how you probably should avoid a certain area at a certain time, you take that advice…And if he goes quiet when he's in his civilian gear, it's probably a very bad thing.

"How's it going Legolas?" Tony asked. Peter couldn't help but feel as though everyone in the room was holding their breath as they waited for his response. The archer froze with one hand still outstretched towards the coffee maker. He turned to glower at Tony as if he wanted nothing more than to break every bone in his body and, apparently unwilling to waste time grabbing a mug, grabbed the entire coffee pot on his way back out the door.

"What's up with him?" Peter asked between gulps of still steaming coffee.

"His flight was cancelled. He's trying to get a replacement but so far it's not looking good, he's starting to worry he won't make it home in time for Christmas," Natasha replied.

"Oh...Are all the other flights booked up or something?" To be honest, Peter didn't really know all that much about the logistics of booking a flight. The few holidays times he'd been out of the state, it was always by car or bus. Before that impromptu trip to Germany, he'd never even been on a plane. He thought maybe he'd said something stupid because everyone stared at him with blank expressions.

"Peter," Pepper said slowly, "have you looked out a window since you woke up?"

He blinked at her, his sleep addled brain struggling to catch up. "Uhhhh…"

Tony rolled his eyes and gestured to the door to the living room.

Peter made a noise of protest when Natasha moved his coffee cup out of reach before he had a chance to so much as blink.

Thanks a lot spidey-senses.

Grumbling, he slipped out of his chair and dragged himself into the living room. And if his exit was a tad melodramatic? Well, it wasn't like he could be faulted for it so early in the morning.

His jaw dropped in surprise as he gazed out of the floor to ceiling window at the great expanse of snow where just yesterday there'd been green grass only just beginning to succumb to the creeping frost. Beyond the field, he saw the snow had settled over the dense woods that marked the edge of the perimeter. It seemed to banish the ever present shadows, transforming the looming presence into the kind of wintery scene you'd expect to see on a postcard.

For the first time in almost a year, he longed for his camera.


"It only just stopped snowing about twenty minutes before you walked in," Natasha replied, making him near jump out of his skin. He still wasn't sure how that woman always managed to sneak up on him. Spy training shouldn't trump super hearing, right? She was wearing heels on hardwood floors for crying out loud!

"Do you think May will be alright getting here?"

"Tony has a small army clearing the roads as we speak, I'm sure she'll be alright."

Natalie dropped down from the ceiling in a move that would have given anyone else a heart attack. Natasha had long since grown used to the spider skulking in the corners of whatever room she happened to be in. Peter was just used to the spider, period. She crept forward to gaze out the window with a curious expression. Peter couldn't help but grin.

The spiders had never really experienced a snow day before.


The 'snow day' didn't turn out to be very successful. Despite their best efforts, even the might of the Avengers wasn't enough to convince the spiders that playing in the snow was a good idea. Still, Peter got into a snowball fight with Captain America, so he couldn't claim the day wasn't a success. Of course, as soon as Clint got involved it turned into a bloodbath. He seemed to have a lot of pent up aggression after spending most of the day on the phone with various airlines. Peter's spidey senses were the only thing keeping him from being buried under the seemingly endless snowballs the archer continued to hurl with frightening accuracy.

Other members of the team weren't quite so fortunate.

"That's it!" Wanda all but screeched. Peter's only regret was that he couldn't see the look on Clint's face when the snow turned red. The archer barely had time to dive out of his makeshift perch/snow bunker before every inch of snow within fifteen feet launched itself towards him. He stared in horror as the magically induced avalanche consumed his safe haven.

The tides turned for a time…before Natasha caught wind of their joint effort to demolish Clint. That of course led to Bucky joining in to help Steve get revenge on the assassin duo. Wanda turned on them when Sam showed up to join in the fight, Peter guessed she wanted to even the playing field.

By the end of it they were all soaked to the bone, the sane ones shivering from the cold. Tony shook his head at the sight of them but left to get towels all the same. Most of the spiders had chosen to watch them through the living room windows, but that didn't stop them from expressing their confusion and concern when they all bundled up under blankets in the living room.

Peter really wasn't sure when the TV went on or how Clint ended up trying to explain the plot of 'Home Alone' to Steve and Bucky while Peter reassured the spiders that no tarantulas had actually been harmed in the making of the film.

Tony feigned disinterest in their impromptu movie night, but Pepper just rolled her eyes and dragged him inside. Rhodey stumbled upon them not long after, merely raising an eyebrow at the sight of the team sprawled out across three couches, weighed down with blankets with the spiders taking advantage of every available space. He took one of the new chairs Tony had added to the room (not exactly a communal living area if half of you have to sit on the floor) and asked them to fill him in on what was happening in the movie.

They'd lost the remote at some point, but nobody could be bothered moving to look for it. Peter was pretty sure Tony could just order FRIDAY to change the channel, but he guessed even the billionaire found Clint's narration of the discounted Christmas movie pretty funny. Or maybe he just enjoyed the offended looks Steve and Bucky shot Clint when he decided the Yeti or 'Snow Rug' had a stereotypical Brooklyn accent. The parody only grew more outlandish as the movie progressed, but no one had any clue what it was supposed to be about in the first place, so it didn't really matter.

Aunt May arrived looking like she'd been rolling around in the snow outside just as the credits rolled up on screen.

"It's turning into a full on blizzard out there. If I'd left any later, I'm not sure I would have made it," she explained as she greeted each of the spiders in turn. They fretted, prodding her soaking wet jacket with their fluffy feet and shying away from her icy hands.

"Wait, is Happy still here?"

"I think he said he was going around the back to park the car. Why?"

"I have to give him his Christmas present!" Peter exclaimed, giving his aunt a quick hug before he raced out of the room leaving Tony to stare blankly after him.

"He got Happy a Christmas Present?"


Peter caught up with the driver just as he stepped into the elevator to take him out the underground parking lot.

"Hey, Happy! Hold on a second," Peter shouted before the driver could escape. His speedy reflexes were the only thing that kept the elevator doors from closing in his face.

"Kid? The hell are you doing here?" Happy asked with a baffled expression. It was odd to see the normally composed and professional looking driver with chunks of melting snow clinging to his hair.

Peter held up a battered, poorly wrapped package with a ridiculous red bow taped just a little left of the box's centre. "Here."

Happy stared at him with a blank expression. "What the hell is that."

"It's a gift!"

"I don't have a gift for you."

"I know, I just thought you might like this one," Peter said and shook the package for emphasis.

Happy opened his mouth to refuse the present, but he caught sight of the teenager's wide smile and hopeful eyes and thought better of the whole thing.

"Thanks, kid," he grunted. "I'll, uh, make it up to you on your birthday."

"No worries. Make sure you open the card after the present," Peter said just as the elevator doors opened. "You go on ahead, I've gotta go back to the living quarters."

Happy stepped out of the elevator on autopilot, still too stunned to really comprehend what the hell just happened. He looked back at the kid who shot him a thumbs up. Right before the doors closed, he added: "and don't open it until Christmas!"

With the kid gone, Happy looked back down at the packaged. It was small and unassuming. It didn't look dangerous.

His eyes flickered back to the elevator before he tore off the wrapping paper to reveal a still sealed amazon box. Happy snorted and fished around for his keys to slice through the tape. After a whole lot of hassle and an absurd amount of packaging, he found a very fluffy, stupidly soft spider plush.

Happy stared at it in disbelief as though it might disappear at any moment. When he realised it wasn't going to vanish, he rummaged through the discarded packaging for the card the kid had mentioned. Going by the tabby cat wearing a Santa hat on the front and the words 'Have a Purrrrrfect Christmas!', his aunt had won the right to pick the Christmas cards again this year. Peter once explained that the Christmas Card Debate was a sacred Parker family tradition which usually wound up being settled over a coin toss or, on one memorable occasion, a game of Monopoly.

To Happy,

I know you don't really like Christmas, but since the spiders don't have a plushie of you I thought you might like a plushie of the spiders! Kind of. I couldn't find a jumping spider but I think this is kind of close.

Happy Holidays!

- Peter, Aunt May, Ben, Anna, Crepsley, Martha, Beth, Charlotte, Anthony, Meg, Oscar, Luna, Ed, Shelby, Violet, Natalie & Webster

Peter evidently struggled to fit those last few names in as his writing grew smaller and smaller until the letters grew so crammed together the names were almost indistinguishable. Happy slipped the card back into its envelope and carefully wrapped the stuffed spider back up in the packing paper. His face remained inscrutable, but on the inside, he was already planning out Peter's birthday gift.


The build up to Christmas was a blur. Clint continued to sulk as the snow showed no sign of letting up. Natasha took it upon herself to drag him out into the open every once in a while, she claimed he was intolerable when left to stew. When he allowed himself to be dragged out of hiding for a few hours, he usually spent it keeping the spiders entertained. Peter wasn't really sure why, but he sure as hell wasn't complaining. The spiders loved him.

Finally, two days before Christmas, the snow eased up its assault and Tony confirmed that the skies would be clear enough for him to take the Quinjet back home Christmas morning. The archer all but skipped to breakfast that morning, startling the spider who'd grown used to his moodiness.

"Is Nat gonna go with you?" Pepper asked as she poured him a fresh cup of coffee.

"Probably, yeah. She pretends she only tolerates it, but I think she enjoys it a lot more than she lets on. Sorry we're going to miss the spiders' first Christmas," Clint added. Peter was taken off-guard by the sincerity in his tone.

"It's fine, I don't they really understand what the big deal is. Well, I rearranged their feeding schedule, so they get an extra large meal on Christmas day. I think they're pretty excited about that."

"Yeah, well. Just be sure to tell them which present was from me, alright?"

Peter blinked. "You got them something?"

"Course I did, I'll admit it's kind of a joint present because I couldn't think of something to buy them individually but hey, it's the thought that counts right?"

Peter wasn't sure why the concept was so hard to wrap his head around. Clint bought the spiders a Christmas present. It shouldn't be that big of a deal, right? Hell, Ned bought Christmas presents for his cat.

"Maybe…Maybe I could give them their gift on Christmas Eve, so you can be there?" Peter offered.

"Sounds great, I'll tell Nat to get her gift out of storage too. She always finds the best hiding places."

Peter stared after him long after he'd vanished from sight.

Did…Did everyone have Christmas gifts for them?


The Avengers whole heartedly embraced the idea of celebrating on Christmas Eve instead. As it turned out, a lot of them had plans on Christmas Day. Nobody complained about being able to exchange their gifts in person.

The spiders found the whole experience baffling, but when they realised the oddly shaped bundles under the tree contained presents, they all but lost their minds. Peter got the impression they actually enjoyed unwrapping the presents as much as they did receiving them because they got a little carried away and started unwrapping everyone's presents. The team were too busy cackling to be angry about it, although there was a bit of confusion as they tried to work out who each of the gifts were for with the tags scattered in pieces across the room.

"Well," Tony spoke up when the madness had died down. "I will admit, I did keep one gift back. Pepper's been bugging me to return it for a while, something about symbolism and positive PR-"

"Tony," Pepper said in her 'this is your first and final warning' voice.

"Er, right. Well, without further ado."

He left the room and returned with a very large, very round package. "For you, Rogers."

Peter had a fairly good idea as to what was inside, he himself had heard him and Pepper argue about the shield on countless occasions…what he couldn't figure out was why Tony looked so smug about it. Had he misread the situation? Had they really moved past everything that happened between them.

"Tony doesn't really forgive people per say," Pepper explained with a wistful smile. "He prefers to get even."

The wrapping paper hit the floor and Steve stared at the shield with wide eyes. Peter twigged before he could start his thank you speech, every spider in the room turning to stare at the very familiar red and blue disk with hungry eyes.

"Run!" Peter screamed. Some of the Avengers jumped in alarm, but others like Wanda and Clint who'd spent more time around the spiders seemed to realise what was happening.

He was pretty sure Steve didn't actually understand what was going on, but when fifteen giant spiders leaped at him, he took Peter's advice to heart. He made it out the door with not a second to spare, the spiders barrelling after him eagerly.

"What…What the hell just happened?" Sam asked, apparently too stunned to even try going after them.

"I throw them a Captain America frisbee before I feed them," Peter groaned. "Seeing the real one must have triggered a feeding response."

"They're not going to…You know, eat him or anything, right?" Bucky said warily.

"Not at all," Vision assured him. "They simply think he is about to feed them. The prospect of food is just rather exciting for them."

"You did that on purpose," Pepper said, but her glower didn't have the same affect with the smile plastered across her face.

"Who, me?" Tony asked, looking aghast with a hand over his heart as if he couldn't possibly understand why anyone would make such a heinous accusation. "It was your idea to give him back his shield as a symbol of how far we've progressed. How was I to know the spiders would run him out of the Compound because of it.

"Quite literally," May muttered, drawing everyone's attention to the window. Steve had evidently sprinted to the other side of the building and out the fire exit. Even now they could see the spiders piling out of the double doors to trail after him. Now they were on open ground, Steve started to pull ahead of them. Despite this, not one of them faltered in their chase, each one following him every step of the way with a single minded determination.

When he was far enough ahead, Steve stopped just long enough to hurl the shield across the grounds. Immediately the spiders altered course, passing Steve without so much as glancing at him as they charged after their prize.

"You have your spider-grandchildren well trained, Stark," Clint laughed, and Peter held his breath as he waited for Tony to dismiss the comment with a well-placed one liner. Instead, he smiled.

"Yeah, I guess I do."


"But Mr Stark-"


"You already got us loads. Just letting them stay here is-"

"Common decency and nothing more."

"And you already got us Christmas gifts."

"I gave you a Christmas gift, this is their Christmas gift."

"Just give up," Pepper said with a sigh. "He's been working on it since he found out about them. Nothing you say will convince him."

Peter's eyes went huge and May patted him on the shoulder. "You'll understand when you see it."

"Why do you get to know what it is anyway?"

"Because I knew I had to get her approval from day one," Tony replied. "Besides, I wanted her input."

Peter sighed again and counted the spiders again to make sure everyone was accounted for. "So, when do I get to know where we're going?"

"When we get there."

"Oh come on."

"We're coming up on it right now," Pepper said before an argument could break out.

They came to a stop outside the reinforced door that linked the living areas to Tony's personal labs. Peter had never actually been allowed insidethem although he helped him out in the R&D ones often enough. Technically these labs were a building in of themselves, but Tony liked having the easy access to the living rooms and the kitchen.

"Are we…I mean, does this mean I'm allowed to see…?" Peter asked, his eyes wide with hope.

"Actually, you've already been inside my private lab. I had to say something to keep you out of here while I was working."

Before Peter could ask, Tony opened the double doors and gestured for them to step inside. The air left Peter's lungs as he took in the room.

Despite the building taking up several stories, the room he stepped into seemed span the entire height of the building, with a glass ceiling to top it all off, giving a stunning view of the pale blue sky. The open space didn't go to waste though, for the entire thing seemed to be an enormous jungle gym.

A lump formed in Peter's throat as he took in every meticulous detail. The beams clearly made for climbing but easily broad enough for the spiders to get a good hold on. The carefully positioned nets to catch them if they slipped on any of the more daring structures. The swinging ropes, the colour coded jumping platforms, the huge tunnel system woven through the whole thing that would probably house the spiders even if they doubled in size. Above it all hung an enormous spiderweb spanning the entire width of the room, so tight knit that Peter was certain he could comfortably lie on it without worrying about slipping through the gaps. A spiderweb big enough to hold them all, where they could lie on their backs and stare up at the sky through the glass ceiling.

"I…when did you? How did you?"

"Do you like it? I wanted to ask for your help on it, but I wasn't sure you'd let me build it. I asked May about what to include and she came up with the tunnels. There are rooms in this building as well, so if in a few years you feel like moving in, but they can't fit through the doors anymore, you won't be stuck sleeping in the spiderweb. There's a room for May as well, of course. It's right next to the kitchen. I know you don't like things fancy, so I tried to keep it minimalist. I designed the whole building from scratch, so hopefully they'll still be able to get around even if they dogrow to be the size of a Prius but if they outgrow anything, I'd be happy to- Oof"

Peter threw his arms around the billionaire before he could convince himself it was a bad idea.

"It's perfect."

Tony hesitated before resting a hand on his back. "Anytime, kid. They deserve more than a hell of a lot more than a concrete bunker."

"He wanted to buy them an island in the Caribbean, but I convinced him you'd want to be able to visit them," Pepper said with a warm smile.

"You know," May put in. "I'm not the best at reading them, but I'm pretty sure they want to tour."

Peter turned around and grinned as the spiders wandered in. They'd grown so much these past few months, but they still had that childlike wonder whenever they saw something new.

"Come on in, guys," Peter signed with a grin. "This is your new home."