Peter stood in the foster care with a kid he meet who's name was Billy. The kid was the first person he opened up to, everyone else in the foster care he really didn't talk to because they were all into their own thing. He really wasn't expecting Gwen to show up as he was helping Billy with his homework. Billy became like a little brother to him, so when Gwen came in and yelled his name and jumped into his arms, hugging him tightly, he froze for a minute.

"Is it true that Aunt May died?" Gwen said with a tear threaten to fall. Peter reached up and wiped the tear that fallen away. He knew Gwen loved Aunt May, who didn't? She was lovable.

"Yeah, I don't know how... why she went in that building," Peter said as Gwen sat down next to him and Billy.

"Oh, hi there I'm Gwen and you are?" Gwen said to the 9-year-old boy. The boy smiled at her before looking at Peter as if asking Peter if he could. Peter smiled at the young boy as if telling him it was alright.

"Billy!" The young boy said with excitement. Almost jumping in his seat. "Peter was going to take me to the park," Billy said, looking at Peter and Gwen.

"Really? Can I go?" Gwen asked, eyeing Peter, before looking at Billy. She could see the two were close, almost as close as Peter and her gotten before the new kids at school started taking him away from her and MJ, they really didn't ever talk to Harry because he.. Turned evil, and all.

"Sure, if it's okay with Billy?" Peter asked Billy. Peter didn't want to go unless Billy wanted to go, Billy nodded with excitement, it was going to be a long day and he knew it.

~ ~ Avengers ~ ~

After they finally got there, Parker left with the Billy kid and somebody else. Tony pouted that they missed him while Bruce and Steve just sat there waiting, they knew how Tony was. He was always like this when he missed something.

It wasn't nothing new, but they probably see him when he'll get back. That's if Tony doesn't want to go to the Park and meet them. It wouldn't be all that bad if Tony went to a park because he does act like a kid sometimes. An overgrown kid, that is. As they sat down waiting for the Parker kid, Billy, and his friend, they waited for about an hour and a half before they all came back. The Parker kid and the lady that went with them, who they later found out her name was Gwen. Were all laughing as they came in.

"Mister Parker?" The lady who worked there asked, trying to get the attention of Peter to get him to talk with the three super-hero's. Peter turned to look at the lady giving her a questioning look. "Mister Parker, there are three men that would like to talk to you." She stated simply, Gwen, and Billy gave him a confused look he just returned the confused look. Because he didn't know who wanted to see him, for all he knew it could have been three SHIELD Agents, who were going to take him to the SHIELD base to live like Ava and Sam, SHIELD would have been okay it just wasn't somewhere he would like to live until he turned 18.

"Um, okay?" Peter asked as he got pushed into the room, when he noticed they weren't SHIELD Agents he started to get nervous, because why would someone other than SHIELD be here?

"Hi," Steve said to Peter, who awkwardly sat down on the other seat that wasn't being used.

"Hello.." Peter trailed off, looking around the room in case he had to make a quick get-away. It seemed as if the other three noticed him looking around for exits because Tony moved a little in his chair.

"I'm Tony" Tony stated, with the biggest grin on "That's Bruce and that's Steve" Tony pointed to them as he said their names. They noticed Peter shifting a lot in his seat, probably uncomfortable.

"Don't worry, he dragged us here," Bruce said teasingly to Peter, trying to make the kid less tense. Peter laughed a little at that, which made Bruce smile back at the kid.

"What?! I didn't drag you here!" Tony exclaimed before both of the other two turned to Tony and glared at him, Tony put his hands up in surrender. "Okay! So I kind of dragged Steve along, but Brucie, you're the one who wanted to tell him where we were going!"

"Yes, so if we weren't back before tomorrow; you drove us off the road and killed us," Bruce said, his glare if it could kill somebody, Tony would've died.

"I don't drive badly! I just don't drive like people should drive.." Tony trailed off, as they heard a throat clearing, and they both looked at where the Parker kid was sitting a few minutes before they all got in a fight about Tony careless driving and him dragging them along. Instead, they saw him by the door, looking like he was about to leave but wanted to make sure they knew.

"Uh, sorry, but I have to.. Um, go," Peter said as he started to turn the door handle.

"Wait! We wanted to talk to you!" Tony said pouting slightly. Peter just looked at him and rolled his eyes at Tony as if he just said the stupidest thing in the world.

"Um, talk to each other?" Peter said as he stood by the door awkwardly, this wasn't going to be a good day anymore is it? He thought to himself. With a sigh, he sat back down next to the other three people, who were in there also. "Fine, what did you want to ask?"

"Is your father, Richard Parker?" Tony asked, but when he asked Peter froze for a minute before looking at Tony directly and asked;

"Why?"

"Because, we just wanna know. Because your last name is the same as his."

Peter looked at them before sighing again "Well, um.. Yeah, he is. He died when I was 6 or 7." Peter confessed, at the look on their faces Peter knew he shouldn't have told them, that his father died when he was 6 or 7. Because they were all giving him pitying looks.

"So who did you grow up with?" Bruce couldn't help but ask, Peter was actually being open with them. Peter looked at them all, trying to see if he could trust them.

"My Aunt May and Uncle Ben."

"Didn't Ben Parker die a few years ago?" Tony chimed in to ask.

"A half of a year ago."

"Wow, I'm sorry kid" Tony looked at Peter, the kid lost so much in his lifetime. They probably wouldn't have had him to open up if they were pushing him, but he seemed not to care anymore. Peter looked at Tony before asking;

"Now that you all know more about me, can I at least get your last names? Because your hats and clothes looks like you're trying to hide from a public eye." Peter stated as he looked at them. Tony was wearing a black hat, and a little to a large of a jacket while Bruce was wearing a light brown jacket, and a blue baseball cap and Steve were wearing a baseball cap like Bruce but it was red, and a black football uniform that that's a little too big for him also, they were all wearing jean pants, with shoes and sunglasses.

All of them looked at him eye wide before Bruce recovered first as he took his baseball cap and sunglasses.

"Bruce Banner. That's Tony Shark and then that right there is Steve Rogers." Bruce said Parker looked at them all eye wide. How in the heck? Peter thought to himself.

"Uh... it was nice meeting you, but I...I have to get back to...um helping! Helping my friend Gwen with Billy... He needs... help with school." Peter said awkwardly, as he got up and went straight to the door
.
After he left Tony, Steve, and Bruce all looked at each other. They all knew he probably would get up and leave, but that was after they left. It was understandable since they were Avengers, who came to see him.

"I'm going to adopt him," Tony said with a grin as he stood up. Steve and Bruce both looked like he was crazy. "What? He needs a home! OHH, Brucie, do you want to adopt that Billy kid?" Tony asked, Bruce frowned at Tony's question why would he want to adopt a kid?

"Tony why would you want to adopt Peter? We can only keep so many people around us, without them getting hurt in one way or another." Steve said, agreeing with Bruce because they couldn't always be there for him if he ever needed them. They were always busy with saving the world.

"I know, but the only thing we need to do is teach him how to fight..." Tony paused for a minute before adding "I could make him a suit!" Tony said with excitement.

"Oh god," Bruce muttered while Steve muttered "I feel so sorry for that kid right now..."

~~ ~ Ultimate's ~ ~~

Luke, Ava, and Sam left about five hours before Aunt May died, but they still didn't know it, how could they have known it? All they knew was they hadn't heard from Peter or Aunt May for a while, but they didn't think much of it. Because Spidey was always going out to kick someone's butt, it was his job, just like it always been for all of them. But Mr. and Mrs. Cage still had a nagging feeling in the back of their minds, they couldn't shake it for nothing. It's like like they knew something was going to go wrong.

But they all wouldn't be back for another two weeks, even if they were all getting home sick. And not to mention they all hadn't heard from Peter or Aunt May since they left.

After around of 48 hours, since they left and hadn't heard from neither Peter or Aunt May. After about six hours, everybody (excluding Mr. & Mrs. Cage.) was all on the couch look at the phones that they sat up, waiting for someone to call them, SHIELD would call them if anything happened right?

"It isn't like watching these phones is going to make Peter or Aunt May call us!" Ava exclaims as she eyes, her phone, waiting for a text message or a phone call. Whichever one.

"I know, but something had to happen. Because they would have called us by now, it's been 3 days." Luke said watching his phone and the TV.

Without a word from them. All of them knew that they could've missed a call or something. But it wasn't likely.

When Luke's phone went off, they all tried to make a grab for it. And all hit each other head on the others. After Ava grabbed it, she groaned in frustration and answered. It wasn't that they didn't want to hear from Danny because they did. But they really wanted to see if Aunt May and Peter was alright.

"Danny!" Sam said as he grabbed the phone before Ava could talk to Danny. Ava muttered something that sounded like 'Why must boys always be boys?'

"Sam, how is it going on your vacation?" Danny asked, only if they knew if he was heading to Manhattan...

"Eh, not all that bad. I just wish we gotten Web-head here. Peter and Aunt May didn't want to come with us" Sam answered with a whimper as Ava hit him with a pillow from the couch.

"Oh, I am heading towards Manhattan right now. My family didn't need me for long." Danny replied. Knowing that if he told them the truth, they would probably start towards Manhattan also. Danny gotten the phone call from Peter about Aunt May and begged him not to tell the others yet, by the time everyone would be back in Manhattan will be the day that they will have Aunt May's funeral.

"Awesome! Can you come and pick me up? This place is... um, well, boring." Sam asked, getting glares from everyone else in the room.

"I am not actually going to where you are first," Danny said after Sam beg him to get him, and Danny hanging up on Sam after Sam wouldn't stop talking. It was going to be a long flight back to the states..

~~ ~~ Spidey ~~ ~~

Peter knew that telling Danny probably, was for the best that way he didn't have to keep this from him. He still has to call the other Ultimate's, but he just can't find it in himself too, just yet.
When the foster care lady, told him that someone wanted to adopt him, he thought it was SHIELD. So he thought, too bad he didn't know it was the 3 super-hero's. When he walked to see the SHIELD agents, he froze at seeing that they weren't SHIELD agents. They were the 3 super-hero's.

"You're the one's who wanted to adopt me?" Peter asked, knowing that his face had a look that might confuse and a little big angry. Tony tho, just smirked at him and opened his arms up, as if he wanted a hug, or wanted to show off, he couldn't tell.

"Well, I liked you. So of course I adopted you!" Tony replied, knowing how to get on people's nerves, which was really going to get him in trouble someday...

"Wait, what?" Peter asked, dumbfounded, why would Tony adopt him? It didn't make sense 'Yeah, can't wait until the Cage's gets back." Peter thought.