"The only one who can tell you 'you can't' is you. And you don't have to listen."

Peter sat on the edge of the bed in his room of the compound. He remembered the disappointed look on Tony's face and winced. Why was he so inadequite? He couldn't even save his friend from a couple of low-grade goons without getting hurt!

He didn't even deserve to stand in the prescence of the Avengers.

That thought made Peter stand and pace in frustration. He still had his suit on, under the Stark Industries sweatshirt Helen gave him, and he tore off his sweatshirt and jeans and grabbed his mask.

What the hell are you doing? He asked himself as he stared at his mask. You can't go out there. You can't do anything. You're useless. Peter sighed and turned to put his mask on the bedside table when suddenly his spidey sense started ringing like a hundred bells in his head.

He pulled his mask on and his eyes widened. His spidey sense was warning him to get away from the window...?

oOo

"I don't care where the spider is, I want him here." Hissed a masked figure from behind hundreds of computers, his voice clearly changed with some sort of device. Gargan sighed. "Look, boss, he's at the Avengers compound and I just got outta prison - I'm not going back there."

"You have the suit, yes?"

"Yes..."

"So the Avengers are no match for you. Bring me the spider. Alive."

oOo

Peter's spidey sense was getting worse, and it had only been a couple of seconds. Whatever was coming, was bad. He ran for the door, and almost reached the doorknob when the wall caved in with a crash, the force slamming him through the door and into the hallway.

"Ok... ow..." Peter groaned, pushing debris off himself. He sat up as quickly as he could, just in time to dodge a weapon aiming for his head that stuck in the wall. Peter's eyes widened as he realized the weapon was a tail.

A long, metal tail with a pointed stinger at the end. What the...?! Before Peter could think of any theories, he had to move so the tail didn't slice him in two. He still had a hole in the front of his suit, but now he had one in the back from narrowly missing an attack! Mr. Stark was going to kill him.

"Hello, little bug." Chuckled the owner of metalic tail, who had an entire green metalic suit. Peter launched away from an attack, sticking to the ceiling incredulously. "First of all; spiders are not bugs, why doesn't anyone remember that?!" He growled with a sigh. "Second;" he started, jumping to the wall as the stinger replaced his position on the ceiling.

"Who are you?!"

"My name is Scorpio." Laughed the intruder in a giant green scorpion costume. "Original." Peter scoffed. "You're one to talk." Scorpio shot back, and Peter couldn't disagree.

Nor could he dodge the attack as the tail wound around his torso.

oOo

"Mr. Stark, sir?" FRIDAY called from the PA system as Tony was working on his armor upgrades. "Yes, FRIDAY?" Tony answered distractedly, his brain mulling over not only tech but also what he had said to Peter. "There seems to be a sudden commotion on level 4."

"Don't tell me Scott and Sam got into a disagreement again. They should be heading to Queens right about now, but nooo they just have to..."

"I'm sorry, but it is urgent that I correct you." FRIDAY cut off politely, which made Tony jump to his feet - FRIDAY never cut him off. "FRIDAY?" Tony prompted. "There appears to be a... wall missing in Spiderman's room."

Damn it.

oOo

"Oh wow, never knew Scorpions were so good at hugging!" Peter wheezed past the tail constricting him. "I thought that was a snake's territory!"

"I'm a little bit more upgraded than the average scorpion." Scorpia chuckled, grinding his teeth as he tried to stick the struggling spider with his stinger. "Hold still!" He yelled, and Peter used that opening to shoot webbing over his mask. "Not likely." He admitted as he dropped to the ground, quickly scrambling away from another hit.

"Who sent you?" Peter inquired while jumping over the tail like a wild skipping rope.

"Someone who really likes you." Scorpio responded. "He's been watching you in Queens, even managed to put a tracker on your suit."

"WHAT?!"

"Really liked how you handled Loki, there."

"Ok, double take. Tracker? In my suit? Not even Iron Man has been able to install one that I can't find - and that's after four hours."

"Well, either you've gotten sloppy or my boss is even better than I first thought."

"And, who is this boss?" Peter hissed, pinning Scorpio to the wall with webs as he struggled. "Wouldn't you like to know."

Peter felt a sting in his shoulder and managed to curse before pain seized him and he dropped, his vision going black.

oOo

"Avengers! Everyone!" Tony screamed into the comm system, shooting through the compound in his full armor - cursing himself that it took so long to get it on after upgrading it. "Tony? What?" Cap was the first to respond, sounding worried at Tony's tone.

"Get to level 4, and get everyone! Peter's in trouble!"

"What did he do this time?" Falcon groaned, turning around as he had been flying in the direction of Queens. "Does it matter? He's a teenager! He's not ready for this kind of stuff!" Scott spat, shuddering at the thought of his daughter being a superhero when she gets to be a teen. Oh please no.

"Thank you, Scott." Tony said, shooting blasters into the ceiling instead of bothering with the stairs. When he reached the fourth floor, he went into freak out mode. There was a giant, green, metal monster thing ripping out of Peter's webbing as the boy was on the floor, unconscious.

"Get away from him!" Tony yelled, shooting forward with his fists out. "Tony! What's going on?!" Wanda asked desperately, her and Cap racing up the stairs.

Scorpio sneered and tried to stab Tony with his stinger, but metal bounced off metal and Tony blasted him down the hallway instead. "There's some metal-suited psycho who crashed through the wall in Peter's room and was trying to take him out!" Tony briefed, unsure if anyone could understand him through his panicked voice.

He kneeled by Peter worriedly, shaking him slightly. "Peter's unresponsive. Hurry up!!!" Tony growled into the comms. "What'd I miss?" Nat asked as her and Clint finally checked in. "Peter's unresponsive, Tony's a wreck, some maniac broke into the compound." Steve answered quickly, recieving a low whistle from Clint.

"I can see the damage from here!" Sam announced as he got closer. A moment later Wanda crashed out the door in the staircase, grabbing Scorpio in her telekenetic field as he struggled to get up. "Don't. Even. Try it." She hissed, tossing a look over her shoulder at Tony who was cradling Spiderman protectively.

Cap barreled up behind Wanda and ran towards Scorpio, punching him with his shield. "Who are you working for?" Steve barked, and Scorpio's bloody grin could now be seen since Steve had broken half his mask.

"Like I would ever tell you." He scoffed, before being dropped by Wanda. "Oh, you will." She smirked, coming forward to touch his now-exposed face, but yelping as she ducked an attack by his tail. "Look out!" Cap cried a minute to late, also having to duck. He and Wanda scrambled back as Natasha and Clint stepped out of the Elevator and Sam flew through the hole in the wall, Scott jumping off his shoulder and returning to full size.

"So... welcome to the seventh circle of hell?" Sam quipped casually, recieving unimpressed glares from everyone but Clint and Scott who did their best not to laugh.

"Why are you here?" Natasha had the brains to ask as the Avengers fired at him and tried to duck his attacks. Scorpio grinned, his tail lashing through the hallway.

"I'm here to take the Spider."

Duh duh duuuuuh

What? They had that easter egg in the film for pity's sake! I couldn't very well ignore it!!!

Also, I kept writing Scott as 'Scoot' and I was like what am I doing with my life because I was laughing so hard! Hopefully I corrected them all, but if you see an uppercased Scoot in there, know who I'm refering to!

And now that I've introduced Scorpio who is obviously working for someone intelligent if they could put a tracker on Peter's suit when not even Tony could keep that up for so long...

I've just opened a whole new can of worms. MOOHOOHAWHAWHAW *dissolves into coughing fit*

~Meow *cough*