Spider senses tingling, Peter Parker ripped off his clothes and donned his mask, springing out his bedroom window- how he was never seen, he never knew. He swung with great speed down the streets of New York, then he heard it; gunfire. Picking up his pace, he swung 'round just in time to see someone dresses like him standing in front of some mechanized Rhino,

"Hey Spiderman" He greeted, landing silently behind, who he now knew was a kid.

"I knew you'd come back" The kid smiled, pulling the mask up from his face.

"Yeah, thanks for stepping up for me. You're the bravest kid I've ever seen" Spiderman told him, and the kid beamed. "Ima take of this kid, you take care of your mom ok? Go on, get outta here" Fist bumping the kid, he ran off back to his mother, with all the civilians cheering them both on. Spiderman stood once again, taking a megaphone from the officer nearby and jumped onto the overturned car behind him.

"Yo, Spikey!" He called, waving the megaphone above his head, causing it to screech. "On behalf of the fine people of New York City and real rhino's everywhere, I ask you to put your mechanized taws in the air." He said into the megaphone.

"Never! I came here to kill you! I want you right here!" he roared, smashing a giant metal fist into the ground.

"You want me to come over there so you can kill me?"

"Yus!" he growled back.

"I'll be right there" He sighed, throwing down the megaphone over his head, hearing the grunt of someone catching it. "There's no place like home"

Rhino's suit sealed itself and flipped down the horn, preparing to charge. He jumped down on all fours and began running, firing off three missiles as he did. Spiderman jumped down and grabbed a manhole cover, using it as a shield against the explosion. Once he'd done that, he leapt into the air with two webs attached to it. He began spinning around midair gaining momentum with the cover and falling towards Rhino. With one last spin, the cover smashed head on with its face, folding the horn over in two. He roared with rage and swiped out at the spider, but it was already too late.

With Rhino's momentary distraction, and a few quick movements, Spiderman had trapped his legs with layers upon layers of the sticky webbing. Spiderman ran around the struggling Rhino and continued to stick him in place. After the mechanical rhino was stuck firmly in place by a blanket of webs, he waltzed over and, with great effort, removed what was left of the Rhino's face to reveal a very outraged man with a tattooed headband upon a shiny bald head.

Deeming that the Rhino wasn't going anywhere, he motioned for the police to come over, which they did, and instantly began removing the suit with blow torches. How they got them and when, he'd never know.

"I'll get you for this Spiderman!" Rhino yelled.

"I'm sure you will, Spikey" and with that, he waved a farewell to the crown and swung off. He didn't get very far before he heard the sirens of more police cars and an alarm. Smiling despite himself, Spiderman shot out a web and fell towards the noise.

He perched on the side of the closest building to see how the police were fairing. It seemed they had this one covered, there was no wild firing of guns and nobody was hurt. It seemed they'd even caught someone.

Deciding it was best to leave them to finish the job, he swung off again and went back to his patrols.

"Come on man, you really think that taser is gonna go anything to me?" Spiderman asked, pulling the taser from his chest and shaking his head. "I've survived a freaking power-plant using me as a coil. That little thing doesn't even tickle"

The woman in front of him frowned and holstered the taser.

"That's a good girl"

She growled, "Don't test me. I need you to come with me, this is urgent"

"Look, ma'am or whatever. You ain't the first to try and get me to 'come and chat'. Tin Can got a woopen, he wasn't too happy and I don't want to repeat that again, especially not on you"

"You under-estimate me Spiderman" she said with a smile.

"Oh no, no, no, no, no. I know your some trained agent or something, it's not hard to miss. Black leather, guns, knives, earpiece. All that spy-e stuff. I'm just not in the mood to deal with this for the second time in two days"

"Then come with me, and we'll talk"

"But we are talking" He retorted smugly.

She gritted her teeth and pulled out a gun. "You try my patience. Come with me or I make you"

"Is that a gun? Oh god no! Not guns!" Spiderman cried sinking to his knees, one arm over his head and the other being held out in front in defense. The woman frowned in confusion and lowered her arm ever so slightly. She barely had time to process what was happening when her gun arm was suddenly stuck to the wall.

"Well this was a nice chat, wasn't it? Now I've gotta go. If you send another person to get me, I'll leave a message" He said and sped away on a web.

"You know how I feel about this Natasha"

"Come on Cap, you're our last chance at getting this guy on our side."

"Well maybe if you didn't keep pointing weapons at him, he might listen! He seems like a really smart guy from what I've read." Steve replied, arms crossed. "But I'll do it. On my own terms, no weapons, no shield. Just me and him"

"Fine, your call Cap. Make sure you get him"

"Sorry to interrupt, but I've found Spiderman."

"Jarvis, where is he?"

"He's on top of the apartment complex two blocks from here"

"Thank you Jarvis. Well Cap, there's your chance. Go get him soldier"

Spiderman sat silently, just mulling things over, swinging his legs against the concrete. It was good to be Spiderman again, but at the same time, it felt a little wrong. It was still because of him- Spiderman- that Gwen and her father were dead. No. No it wasn't. He'd tried his best and there was nothing more he could have done.... But that didn't mean it still hurt.

Why was he thinking about this again? He stood, pacing on the edge of the building. To anyone who saw, they'd think he was going to jump. He smiled at that thought. How many times had he jumped from a tall building and not gone splat?

"How's it going?" a voice suddenly asked from behind him. It made Spiderman jump so much he actually fell off the edge with a startled yelp. He heard hurried footsteps as someone rushed over to the edge and peered down. Spiderman looked up at him and laughed at the relief on his face.

With a grin that only he knew he had, he swung himself back up on the edge in a crouched position, surveying the man in front of him, who looked a little more than sheepish.

"Ya' know, there's not many people that can scare me now days. I like you" Spiderman said happily, sitting down cross-legged. "Spiderman." He reached out a hand, and after a moment the other man took it and shook. He had a really strong grip.

"Steve Rodgers" The man replied, smiling a little.

"Nice grip you got there Steve. Wait- I know that name. Hold on, don't tell me" He said, holding his head and drumming his fingers for a moment. "Nup, I got nothin'"

Steve looked amused when he spoke. "Captain America"

"Thaaaat's where I knew you from! Pleasure to meet you."

"Same to you" He said with a smile, sitting next to the Spider.

"So what brings a war hero like you, to a little ol' spider like me?" He asked, turning to Steve, whose smile dropped.

"I'll be honest with you, Spiderman, you seem like a nice guy, so I won't lie or ease it out" He started, turning back to the spider before continuing. "We need your help. Something big is coming and we need you to help stop it."

"So you're with tin can and Mrs. 'don't test me' are you? Shoulda guessed." He said, standing up. "Look, I don't think I could handle something like that. Every time I try do something right, someone close to me gets hurt." He turned back to look at Steve. "Three people have died because of me. Because I couldn't get there in time. I've only got one person left, and I don't want her caught in the crossfire. So no, I can't come with you"

Steve looked disappointed, but more so understanding. "I know how it feels, but there are some things that we can't control. If you did your best, that's all that really matters. I don't know who or how you lost who you did, but as long as you loved them, you don't have to blame yourself. You can still do great things, Spiderman, but don't let your loss prevent that."

Spiderman didn't move. He just stood there, and for a while, Steve thought he'd just take off without a word. But he didn't.

"You're a good man, Steve." He said, turning around. "If you really want me to help you, I want to know how good your people are. Find me when I'm not in spandex and we can talk, alright?"

"But how will we find you?"

"Peter P. that's your clue. Send someone else, make sure they bring this. I want to see how people are before I accept" Spiderman grinned and shot a small bit of web on Steve's chest, startling him. Before Steve could say anymore, Spiderman gave another mock salute and sprinted off the building, whooping as he did a flip. Steve smiled and shook his head. That went better than expected.

A/N: Alright, normally I would have written "mum" and not "mom" because Aussie, but that's how Peter says it in the movie 'cause 'Murica so that's how I wrote it because then when you say it, it sounds different and all that shizzle wizzle about the English language being a douche. :P

I hope you guys are all enjoying this fic! And don't be afraid to review, I love feedback, good and bad :D