Disclaimer: All characters within this work are created/owned by Marvel Comics.

Summary: Now firmly embracing the role of Spider-Man, Miles is getting some help in honing his skills from a great source.

AN: I would like to thank htbthomas with her assistance in betaing this fic.

This takes place around the time that United We Stand takes place in the Ultimate Universe but doesn't take into account of the events that take place.

This story was written for tanyart for Yuletide 2012.

I'm going to be late, I'm going to be late, Miles Morales thought as he was webswinging to SHIELD headquarters. School was done for the day and he was able to leave the campus with ease while not having to use his special ability to do so.

Ever since he had become a member of the Ultimates, Miles had been under the tutelage of Captain America so that his skills as Spider-Man can be honed so that he can be an asset in the field. Today, however, he was going to be working with Nick Fury.

His friend Ganke was totally stoked for his buddy once he heard about that the day's training. Miles was glad that he had someone he could talk to about his powers and being Spider-Man – someone not associated with the superhero life. It kept him grounded. Well, most of the time. Anyway, Ganke was also good at covering for him and, Miles was thankful.

Unfortunately, Ganke's assistance had made Miles fall a bit behind so he was making haste with webswinging.

Using the webshooters that May Parker, aunt to original Spider-Man Peter Parker, had given him, made getting around and fighting the bad guys a little easier. Miles was glad he had gotten her approval. That had meant a lot.

With all of those thoughts swirling around in his head, he almost missed what was going on down on the street. Stopping atop a building, Miles peered down and saw a robbery in progress. Two masked men had broken into an audio/video store, were taking whatever they could carry and were loading it into a van.

"Great, now I'm really going to be late. Fury's not going to be happy about that. Times like this makes me wonder if Peter had the same kind of luck," Miles said to himself as he prepared to greet the thieves as Spider-Man.

"Come on man, we gotta pick up the pace. You never know when the cops are gonna show up," one of the thieves said as he loaded a big screen television into their van.

"You need to chill out, dude. We've been at this for what… a half an hour now and no one is the wiser. There's not much left, let's finish up so we can sell this to Jimmy C. and we can leave this burg." He passed his buddy to grab some more merchandise.

The guy answered his friend with a nod and continued with his task. As he was about to go back into the store, he felt a pair of taps on his shoulders.

"What the…?" the man got out before he was lifted off the ground by what appeared to be some kind of webbing.

Still dangling in mid-air, he came face to face with the person who put him in his current dilemma, Spider-Man.

"Shhh, you want to draw attention to your partner? Oh wait, you would want that but I can make sure you won't." Spider-Man first webbed his mouth shut and then webbed him to the wall.

One down, one to go. All he had to do was wait for the other guy to come out of the store.

The wait was not overly long; the other thief appeared with a stereo and loaded it in the van.

"Yo, Joey aren't you done yet?" he called out. But the robber didn't hear a word from his friend.

"I would say that he is done for the evening," a voice said from behind.

Drawing a glock from the waistband of his pants, the thief swiftly turned around but saw no one.

"What the hell is going on here? You better not be messing with me, Joey, or else."

"Oh, I'm not messing with you – and I'm not Joey," Spider-Man said revealing himself from his camouflage ability and disarming his opponent with a well placed web shot.


"That's my name, don't wear it out."

"Where's my friend, Spider-freak?" The thief asked and then pulled out a knife.

"Now we've resorted to name calling. You know, that really hurts my feelings."

The criminal charged at the wallcrawler with his weapon and began slashing. It was no problem for the hero to dodge the attack with the aid of his spider-sense. Wanting to end this fight Spider-Man got a hold of his adversary by the arm, twisted it to disarm him and used his venom strike on the hapless thief.

Guess my job is done. Time to find out how mad Fury will be because I'm late, the webhead thought as he heard police sirens approaching. He swiftly scaled the nearest building, fired a web-line and continued on his way.

"You're late, kid," Nick Fury greeted Spider-Man as the young hero approached the Triskelion.

Miles immediately stated his case to the SHIELD Director, "I know, sir and I'm sorry but I got a little sidetracked on the way here."

"Not your fault, kid. I picked up a broadcast about what happened over the police band. You did good work."

"Thanks." It felt great to get a compliment from the older man.

"Besides, Peter Parker would've done the same thing. Anyway, let's get to work, kid."

As he followed the man inside the Triskelion to start the day's training exercise,

another dose of pride swept through Miles at Fury's words, especially his comparison to the previous person to wear the webs.

Over the next several weeks, Miles had training session with Fury at least once a week. Sometimes, he would have an extra one or be able to use the facilities for himself to hone his skills. Of course, Ganke was all for that and leant his encouragement to Miles. Also, it didn't hurt that Miles could whip up batches of web fluid in the Triskelion labs.

On more than one occasion, Miles thought, I am SO glad that when Mrs. Parker gave me Peter's webshooters, the formula for web fluid came with them. He was also grateful that he could do all of his Spider-Man related stuff there, so he wouldn't have to get Ganke involved and keep his friend from distracting him.

This provided Miles with a way to experiment with the web fluid and he thought that Peter probably did the same thing when he invented it in the first place. It also helped in his training sessions to use the web fluid especially when he had to tackle the obstacle course.

"How are your training sessions going?" Ganke asked when they had a moment alone in their room.

Miles replied with a smile, "Not bad. Director Fury has been a big help."

"What about the time you spend with Captain America? Learning stuff from him with all his experience has to be… amazing."

"I wouldn't call it that. Cap is a driven guy and to me that's what our sessions are like. He doesn't make things easy and sometimes won't let up. Still, I learn a lot from him and am glad that he takes the time to train me."


"It's just not the same with Fury. To me, it feels like he has taken me under his wing."

They were both silent for a moment before Ganke said, "You're learning from two of the best. Now, how about I help you with something 'hero' related?"

"What's that?"

"Catch phrases! You need your own, 'Shazam!' or 'It's clobberin' time!'"

Miles gave his friend an answer, a pillow to the face.

Miles had just completed another round of training under Nick Fury's guidance and was pleased with the outcome. He had been tested on his agility and evasive skills. Also, his webshooters came into play while taking out a half dozen robotic drones. The young man had really gotten use to using those shooters and was pleased at how far he'd come with them.

"You did good today, kid," complimented Fury as they left the training area.

"Thank you, sir. I've learned a lot from both you and Captain America. With what you have taught me, I feel a lot more comfortable being Spider-Man," Miles told the SHIELD head. "I do have a question as to why you are doing this for me."

They stopped walking as Fury turned around to face the youthful webswinger.

"It's because I don't want what happened to Peter Parker happen to you, son."

Miles was floored. Before he could say anything, Fury continued, "When I first found out about Parker, I let him do his thing with the hope that he would be part of the Ultimates when he turned eighteen. He did great on his own, but he would've been better with training. Parker did save Cap's life and that ultimately lead to his death.

"To me, I failed Peter and I'll always regret not giving him the proper guidance that you are receiving. So that's why I'm doing this."

It was a lot to take in. Miles could tell that Fury meant every word he said.

It was then that Fury got a call over the ear piece he was wearing. A tap activated it so he could receive the transmission.

"All right, I'll be there in a minute," he replied and gave the device another tap to end the call. "The Ultimates have a situation, you think you're up for it?"

Miles answered quickly, "Yes, sir."

Fury gave the webhead a nod. "Ever take a ride in a Quinjet?"

The End

AN: Let me know what you thought by leaving a review because I like to hear what you think. Constructive criticism is always welcome but flames are not.