Peter's never woken up inside a SHIELD medical room before, but he didn't think it could be that much different than a hospital.

He was wrong.

Given the fact that he's never woken up inside a hospital either, he probably couldn't give that as a fair comparison, but it was the truth. No hospital could ever match the profound ambiance of a SHIELD medical room over-flowing with equipment that cost more than Otto's entire lab put together.

When Peter first opened his eyes, he wasn't sure where he was, and that alone sent his body reeling in a panic before his brain had the opportunity to fully wake up. One second he was lying in a soft bed, listening to the rising rhythm of his heartbeat on the cardiac monitor, the next he was on the ceiling, clutching his arm where the IV needle in his arm used to be (of which was now dangling off the bed and dripping on the floor) and agglutinating himself into the nearest corner.

The machines formerly around his bed were now either on the floor or knocked out place during his seismic panic, and the places on his skin where wires had been taped to monitor his vitals now tingled raw - the same kind of tingling you got when you ripped a band-aid off too fast.

Without a heart to monitor, the cardiac machine had flat-lined and a shrill beeping alarm emanated from it now, piercing Peter's ears like two vengeful knives shredding his eardrums. He tore his hands from the wall, and with bits of plaster and dried paint on his fingers, he clamped them over his ears to keep that devil-forsaken noise out.

A light, fleeting tingle flitted over his brain just as the door below flew open. Several nurse-looking people stepped in, all wearing terrible pasty-green scrubs, followed by a man in a long white medical coat who could only be the doctor. At least, that's what Peter would deduce later.

Right now, his senses were on overdrive. Ever noise felt like a grater to his ears, the intoxicating smell of medicine and bleach made his eyes and nose burn, even the air from the vents felt like thousands of tiny isicles shooting into the pores in his skin. His brain was in too much of a frenzy to slow down and connect the dots. All he knew was that he didn't know any of them, and if he didn't know them than they were strangers, and strangers were bad.

His voice sounded wobbly and faded, even to him, like he was listening to himself over an old speaker. "Where am I?" His heart was beating a hole out of his chest. "Who are you?" The lights were searingly painful. "What - what did you do to me?"

"Whoa, whoa, easy Spider-Man," the doctor-man was saying, holding his arms out as if to somehow assuage the panic from Peter's chest. "Easy. It's okay. You're okay. Calm down."

But Peter was not going to calm down. He was in a strange place, with strange people, who had him hooked up to machines - however medical they looked. He could only remember vague things, like a glass cage, loud noises, darkness, a creepy, contorted smile, someone's hand on his throat. His brain was too muddled to make the connection. Too panicked to even try.

He needed to get out of there. He needed to go somewhere safer, preferably up-high. Where he wouldn't be bothered and he could calm down and wouldn't be touched or approached, he needed...he needed...

His...his chest was getting too tight. His breaths were coming out laborious and shallow. Peter slapped a hand over it, and he could feel the heavy rise and fall of his lungs, but no air seemed to be making it the rest of the way. A switch flicked in his brain and he gasped, grasping the other hand to the wall as if the stability would help.

Panic grabbed him by the throat, digging its fingers into his windpipe, as the other hand reached through his chest and grabbed a hold of his heart. His thoughts were getting too loud, multiplying too fast, every word in his head died in his throat, and he was left choking on the corpses' of withered letters. The door was across the room, but suddenly Peter couldn't at all. His fingers fused into the wall, with no intention of releasing him.

Faintly, the doctor-man swore under his breathe. "Back up. Back up. Give him some room. I think he's having an attack. Go on, get."

People began to leave. But with each person gone, Peter's heavy breathing didn't let up. His body was still at war by the time it was just him and the doctor.

"Easy, easy. Listen to my voice, Spider-Man. That's right, just focus on my voice" The doctor soothed softly as Peter gulped in breath after breath, clinging to his every word like a drowning man, "That's it. Just breathe. Just breathe. There you go. In for 5 seconds, out for 8."

Peter looked down at him, heels digging into the wall, but he followed his advice, counting in his head. In for 5 seconds. Out for 8. In for 5. Out for 8.

"That's good. That's very good. Now I need you to focus, okay? Look at this pen. Focus on it, okay." He held a pen up from his pocket and Peter zeroed in on it, tracing its outline with his eyes and breathing in every miniscule detail. "Alright, now I want you to focus on my hand," he held up his other hand, which Peter's eyes jerked to. "Now the chair."

Peter found the chair next to the bed. Sturdy, square-looking, scratchy fibers. Okay. Okay, he found the chair.

"Now the bed."

Peter found the bed.

"The plant."

He found the small plant in the corner.

"The clock."

He found the clock.

Slowly, minute by minute, his chest began to lighten. The doctor kept talking, low and soothing, having Peter focus on different items in the room until he could take a breath without pain. With a weak sigh, Peter leaned back against the wall, feeling as though he'd just ran a marathon. His heart was a feeble pound in his chest now, but at least it didn't feel like he was at risk of an imminent heart attack anymore.

It's been a while since he's had an attack that bad. Ugh, he forgot how much they sucked. Otto always helped him out with them; was always there to calm him down. Even managed to get him some anxiety pills once.

Where...where was Otto?

"Spider-Man?"

Peter tensed again, subconsciously scooting farther up the wall. His eyes were slitted and low when he looked down at the doctor. "Where's-" he swallowed and licked his lips. His throat was so dry. "Where's Otto?"

"Otto Octavius...isn't here."

"Where is he?"

"I don't know. I'm sorry."

Peter pushed himself farther in the corner, one hand digging into the wall, the other into his chest. He didn't say anything, so the doctor took the liberty of a step, hands still out. "I know you're freaked out right now, but, please, come down and we'll talk about this. Okay? Let's talk."

Peter didn't move. "Where am I?"

"You're safe. You're on the SHIELD Helicarrier."

He snorted, a sharp mixture between a laugh and a derisive scoff that left him coughing. "Oh gosh," he covered his face in his hands, wiping them down his face, dragging his skin forlornly along his fingers. "I'm at SHIELD?"

"Yes."

"SHIELD?"

"Er...yes."

He dragged his hands over his face again, pulling at his cheeks as if to pry his skin straight off his skeleton. "Why am I here?" He still felt so breathless.

"Because we saved you," the doctor said it as if he knew Peter might not remember. "You were kidnapped by Norman Osborn. You got beaten pretty badly; knocked your head pretty hard."

That...yeah, Peter thinks he remembered that. Now that his body wasn't waging a war against him, it was getting easier to draw up faces. He remembered the Frightful Four ambushing him in the Basement. Norman Osborn was there with his...with his creepy smile (Peter shuddered). He was taken somewhere. He was put in a cage. There had been intense creepiness, a gas - Peter thinks it was a sedative - than there were more people there. Costumes. Bright lights. Someone carrying him.

He rubbed his head where an ache in his temple throbbed. His fingers touched gauze, the skin underneath it startlingly tender, and he realized he had a wrap around his head. Actually, now that he was looking, he had a wrap...everywhere. He was bandaged nearly head to toe. Every injury was coming back to him as his adrenaline ebbed, and he hissed when he breathed and his ribs threatened to collapse.

"Please," the doctor was all but begging now, "come down. You're going to hurt yourself."

Peter thought about that.

Yeah, it made sense.

Slowly, movements arduous and careful, he inched down the wall. "St - stay back," he said when the doctor moved to help him. "I - just - stay back...please..."

The doctor nodded, backing up a distance.

Taking a deep breath, Peter slid down the wall till his toes touched the floor. One hand kept him bracketed to the wall, while the other curled around his ribs as he bent, wheezing terribly. Through the corner of his eye, the doctor tensed. His anxious hands dug into his pockets as his eyebrows etched worry lines into his skin.

With a resigned sigh, Peter bowed his head, like an animal permitting a human to come closer. "Okay," he said, and the doctor surged forward. With ginger hands, he looped Peter's arm over his shoulder and shifted him so all of Peter's bodyweight was on himself.

Together, they shuffled toward the bed, where the doctor gently laid him down.

"You gave us quite a scare, you know," he said, pushing the blanket back over Peter before picking up the machines and repositioning them.

"Heh, I think you guys are the one that gave me the scare," Peter said, not completely jokey, yet not serious. Just because the doctor seemed nice, didn't mean Peter was going to let it go. SHIELD was SHIELD. There was always some secret motive or hidden agenda. He didn't want to get all chummy with them just because they got him out of a pickle.

It must've shown on his face too. The doctor-man peered at him, running a loose hand over his blonde hair. "My name is Curt. Dr. Curt Connors," he didn't hold his hand out for Peter to shake, which Peter appreciated. Peter had his hands curled into his lap, beneath the blanket, where they were still shaking. SHIELD may be an over oppressive crap organization, but at least its doctors knew about personal space.

"I don't suppose you're going to let me hook you back up, are you?" Dr. Curt asked, holding up the IV needle in one hand and the nerve sensor wires in the other. "Not, you know, with these same ones of course. New disinfected ones."

Peter shook his head hard.

Dr. Curt's hands fell, but he nodded as if he expected an answer like that. "Very well, I can't force you to. Though I highly advice that you think it over."

"When can I leave?" Peter demanded, clutching the blanket.

Dr. Curt's movements slowed for half a second, before keeping up their pace as he pushed buttons on one of the machines. He wasn't so keen to meet Peter's eyes this time. "I think I better let Director Fury answer your questions.

"Well, when do I have to see him?"

"Right now."

Both Peter and Dr. Curt whipped toward the door – well, Peter tried to, but as soon as he turned, even a little, his body was quick to remind him of how much of a bad idea that was – where the one-eyed devil himself was standing at the door. He wore his ever-present trench coat, with his hands coolly held in the pockets. His one good-eye bore into Peter's scowl.

"Dr. Connors, would you please," he gestured to the door.

"Oh, right. Yes, sir." Dr. Curt spared Peter a small parting smile as he left the room.

Peter squirmed in the bed, unsure whether he should stand, look Fury in the eye, or wait to be addressed. Fury had that authoritative air about him. It was more of a superior aura than one of a leader. Like he knew you were inferior to him, and he knew you knew it too. Where Captain America made Peter want to stand straight-backed and salute, Director Fury made him want to hunker down in a dark corner with his secrets bunched close to his chest.

"Spider-Man," the Director greeted him once they were completely alone. "Peter Parker. Whichever you prefer."

Peter's eyes widened for a fraction of a second, and his fingers skimmed his face again. He didn't realize his mask was off this entire time. That means...that means all those nurses and Dr. Curt saw his face. Peter didn't think he liked that. Like, at all.

But there was nothing he could do about it now, and he didn't think flinging his blanket over his face would win him any brownie points. So, instead, he clenched his jaw, and forced his hand back down on his lap, "Why am I here?"

"Look, Parker," Director Fury strode across the floor, leather boots scuffing against the linoleum floor like rubber. "I understand that your weary of us, but I'm not here to threaten you."

"Oh really," Peter said, bunching the blanket closer to his chest with each step the Director took. "Because surrounding me with SHIELD agents after fighting Trapster isn't threatening at all. And sending you superhero rookie group out with me isn't a weird thing to do. It happens all the time, right?"

Director Fury stopped at the end of the bed and moved his hands so they were clasped behind his back. He didn't take the chair next to him. "If I wanted to threaten you," he said, leaning down so he was at eye-level to Peter. "you would know."

Peter's entire body froze as his mind raced to figure out the underlying threat. If it was a threat. He was kinda confused. It sorta of felt threatening, but his spider-sense wasn't going off. His danger-sense never lied to him before, but there was something off-kilter about Nick Fury. There was a feel to him, like he could easily fool anybody around him, even spider-sense. Peter wondered if super espionage and lying could be considered a superpower.

Slowly, taking a deep breath that he didn't care Fury saw, he unclenched his fist and smoothed out the blanket. He looked back at Nick Fury, dead in the eye even though it felt like slowly driving a cold-metal spike through his brain.

For half a second, Peter thought he saw a glint in the Directors eyes. Something amused, or somewhat reverent. But it was gone within moments and he's unsure whether he saw it at all.

"I wasn't threatening you, Parker," the Director continued, straightening again. "I was merely confronting you on the recklessness of your actions and offering you SHIELD training. I didn't send those kids out to spy on you either. I wanted to see how well they worked on the field with someone who knew what they were doing. But we can discuss that all later. For now, I want you to tell me what happened down in Otto Octavius's lab, and why Norman Osborn had you locked up in Oscorp all these years."

Peter swallowed. "I...I...where's Otto? I want to see him."

Director Fury's expression was impassive and impossible to read. "I'll explain what I know after you tell me what you know."

Which could only mean nothing but bad news. Something must be wrong with Otto, Peter could feel it in his gut. His Godfather was out there, probably hurt, with no idea where Peter was. He must be worried sick. What had Norman done to him? Why had SHIELD shown up at all?

Huh...Peter met the Directors eyes again, as he asked slowly, "How did you guys know I was in trouble?"

"You first, Parker." This time the Director does take the chair. He leans back into it, one leg propped up on the other with his hands over his stomach. He looks unnaturally casual sitting like that and it makes Peter's brain do a 180.

He doesn't answer for a few minutes, stuck between wanting to demand more answers or keep his story to himself. The story of Otto finding him after his relatives died had always been kept close to Peter's heart. He's never had someone to share it with, and with Norman Osborn constantly breathing down their backs, Peter's very existence had to be kept under lock and key. It's been hidden for so long, Peter wasn't sure he had the right tools to bust that rusty old padlock open and take out what was hidden inside.

But he had to try, right? For Otto.

After a stretching silence, Peter took a deep breath. He leaned back into the pillow, letting his arms fall at his side. "Alright," he conceded, "Otto Octavius is my Godfather, and he's the only one who really knows I'm still alive," and he proceeded like that. He told Director Fury everything. From the time that his parents died when he was merely 2, to his Uncle and Aunts passing, the orphanage, finding Otto, obtaining his powers, earning Norman Osborn's infatuation as Spider-Man, up to the point where Peter had been carried off by one of his rookie heroes and woken up in SHIELD.

Once he was finished, he sagged back into the bed, feeling, for the first time, like he was left stripped and bone dry. As if there was nothing left of him on the bed other than his skeleton. Nick Fury was quiet in his chair. He had remained aloofly impassive throughout Peter's tale, and even now his countenance was cool and emotionless.

"Now your turn," Peter said. "Where's Otto?"

Director Fury retained his casual position. "Otto Octavius contacted me the night you were kidnapped," he said, and an electric thrill raced up Peter's spine. "He was in a hurry. How he got into our servers, I don't know. All he said was that he was your, Spider-Man's, guardian, and that it was no longer safe for you. He said Norman Osborn figured out where you were hiding and that he was on his way to get you. Octavius told me he overheard my offer and wanted you to live at SHIELD, where you would be safer. He sent me coordinates to the tracker he had on you, and we lost contact after that."

Peter waited for him to continue. "Wait...that's it? There's nothing else."

Director Fury shook his head, "We've tried to locate him, but by the time we got to his lab underneath Oscorp, both you and he were gone. We managed to track you to the Oscorp building, but we have yet to find Otto Octavius."

Scratch that, now Peter was feeling stripped bare and guilty. Otto was gone, sacrificing himself to Norman so Peter could get away. Who knows where he is now. He kept Peter's existence safe from Norman for so long, and that was not going to end well for him.

"So I'm stuck here?" Peter asked thickly.

"Octavius transferred his guardianship of you over to SHIELD. As of now, you are a ward of SHIELD. Of course, if you don't want to stay, I'm sure living on the streets will be better. Can't do much superhero work when you're starved though."

Peter glared at him, but it was weak. Honestly, he could care less about SHIELD and their training and their resources and their food, all he wanted was Otto back. He wanted his Godfather with him, safe and sound, in a place he could use his brain for good – as he always intended. Everything Peter had was just ripped from his hands and shattered at his feet, and he was left with nothing.

Every urge in his body told him to rip those bandages off, find himself a mask, and foray into New York in search of Otto. He'd search day and night for him if that's what he took. Norman couldn't hide from Peter, and Peter was done hiding from him. A line had been breached and Peter was NOT going to allow it.

Although...SHIELD did have resources. Technology and training he could tap into. Maybe it wouldn't be so bad if he stayed put...for now.

"I'll stay," Peter decided, "But only if you help me find Otto. That's my condition."

Director Fury stared at him long and hard and got up. He held his hand out for Peter, which, after a moment's hesitation, he took.

"Welcome to SHIELD, Peter Parker," Nick Fury shook his hand. "Hope you survive the experience."

He let go and turned, striding toward the door. "By the way, you'll be officially attending Midtown High on Monday. Try not to stick out. Oh, and that rookie hero team you mentioned," Fury glanced over his shoulder. "They're your new team now. Play nice."

"Wh – what? No, I didn't agree to that! I'm not having a team! And what's this about going to school? Fury? Fury!

__Line_Break__

Peter was out of the Medical Bay within the next few days. Dr. Connors was absolutely over-the-moon with Peters healing factor and frequently adopted a rapt look whenever he caught him scaling the walls. Despite the doctor's overwhelming zeal, Peter found Dr. Connors company quite enjoyable. He was a good man to talk science and technology with, and had a broad knowledge of genetic mutation.

If not for the fact that Peter was supposed to be meeting his new team, he could've spent hours in Dr. Connor's company discussing his own genetic mutation and powerset. With a bittersweet pang, Peter realized how much Otto would've enjoyed Connors company as well.

Eventually, after he was giving the medically certified A-okay, Peter was pulled from the doctor's company and escorted through the Helicarrier. The metal walls were about as welcoming as a slab of concrete and just as homey as a prison cell. He passed all kinds of agents on his way, from electricians, maintenance workers, computer specialist, to your run-of-the-mill guards. None of which spared him so much as a glance.

The agent escorting him didn't offer conversation either. The only time she even addressed Peter was when they finally stopped near a sliding metal door. "In here," she said, pushing a passcode in.

"Thanks," Peter mumbled on his way in. Inside, the room was wide and spacious. Grooves and indents ran along the walls and floors, and to one side, thick dark windows stared down at him from high up on the wall.

The room wasn't empty. Four other people were waiting, all of whom he could only recognize all too well.

"So, bug-breath finally decided to show up," Bucket-head (or Nova, but probably Bucket-head), drawled, arms crossed over his chest. "Great. You know, Director Fury never let us be that tardy."

"Easy, Nova," Iron Fist said, completely mellow and calm as he placed a hand on Bucket-heads shoulders. His smile at Peter, while small, was genuine, and after a long walk out in the SHIELD halls where he had been ignored, Peter found that he appreciated it. "We all acquire moments of rest to put ourselves back together. Spider-Man has went through much lately."

"Doesn't mean we can be tardy," White Tiger grumbled, tapping her foot and glancing at the communicator on her wrist. She reminded Peter of a stern schoolteacher he had in fifth grade, one who always stood at the door during recess to catch any mildly ill-behaving kids, and always looked for the tiniest mistakes in your homework.

"Ignore them," Powerman said, clapping Peter on the back. "They're just mad that Fury didn't pick them as the new leader."

Peter looked between them, not quite sure what he was supposed to do in this sort of situation. He's only ever interacted with kids his age a handful of times in his life. Including, one Harry Osborn whom Nick Fury wanted Peter to keep an eye on.

Given that Harry is directly associated with the monster known as Norman Osborn, Peter thought he'd feel bitter toward the boy. But in fact, he kinda felt bad for Harry. It wasn't exactly his fault his dad happened to be a tyrannical maniac. Besides, Harry seemed totally cool, to be honest. Peter was sort of looking forward to seeing him again.

His silence stretched, and Powerman slowly withdrew his arm again. He shuffled his feet and rubbed his neck, and awkwardly waded to the side.

Nova coughed into his fist and White Tiger sighed, "Alright, this is our first training exercise, to see how well we work together. Try not to mess it up." Peter was under the faint impression that she was talking to him.

No sooner did she say it, did the walls suddenly shift and guns emerged out from under their feet and up on the ceiling, spitting bullets at them before within seconds. Peter yelped, and dodged the first round, flipping onto the ceiling. Below, the rest of the teens were already in combat against the weapons.

Powerman beamed up at him, and shot him a hearty thumbs up, "Hey, welcome to the team, Spider-Man."

Welcome, indeed. He hoped he survived the experience.

WHOOOO! I just have the epilogue to post after this and "Only One Left" will officially be finished! I love this story to death, but I'll admit it it's gonna feel good to have one story under wraps. I realize I how many stories I have going on, and if I'm going to be posting that Spideypool AU, I needed at least one of my story completed.

The epilogue should be coming out fairly soon. Hopefully, today, if I can manage it. So, keep an eye out! :D

Happy Valentines from yesterday! I have a few more Valentines one-shots I didn't have the opportunity to upload, so I will do those as well. After that, I plan on starting up "Reticent Monsters" again! Whoop! Whoop!

Anyway, see an Chilladas!

-OfficialUSMWriter out!