Peter came up out of a manhole somewhere near Madison Square Garden. He peeked out of it, allowing himself barely an inch so see out of, listening for any oncoming cars. He'd been almost run over 10 times too many to finally learn in his lesson. Once he was sure he wasn't in the danger of an imminent collision, he quickly scurried out of the manhole and shot a web up to one of the tall buildings, using it to pull himself out of any approaching traffic.

Once safe from potential death by cars, he began his usual patrol through the streets. He'd start up toward Midtown and make his way toward lower New York, where the worst crime usually was. He felt like beating some really bad guys up right now.

As he progressed down to the armpit of the city, he stopped whenever a cry of help or a noise of distress reached his keen ears. Muggers weren't that hard to deal with, sometimes. It usually depended on whether or not they had a weapon, how smart they were, and how determined they were to get away (or beating him up).

He did this for 30 minutes straight before deciding to stop for a breather. Sitting on a building ledge, one leg dangling off the side and the other up with his arms supported on it, he simply stared out into the city. It was calm in its usual chaotic-and-loud way, the rhythm of New York pulsed like the beat in a stereo. It soothed to his adrenaline rushed spider-head. Everything seemed normal, well, you know, this particular city's normal. Grumpy citizens, loud newspaper editors screaming on big screens (Hello to you too, J.J), and, best of all, no signs of S.H.I.E.L.D anywhere.

That was a big relief. The last thing he needed was a bunch of stalkerish agents watching him from the shadows as he beat up purse-snatchers.

But, even as he sat there - higher than most people cared to look - a low tingling tickled across his head.

Huh? Spider-sense?

Peter looked left, then right, then down below. If there was someone nearby, he couldn't see them.

Then the tingling erupted into life as the window he was just leaning against, exploded. Shouting, Peter was blown forward, off the building, where landed roughly on the building next to his perch, creating a crater of cracks where he now lay on the rooftop.

Something jumped out of his peripheral vision. Before he could move, a yellow boot came down on top of his chest, pushing any air he had in his lungs out, and pinning him.

"Stay down, Bug," a female voice warned.

His eyes widened. Above him was a tall woman. She had brown hair hanging loosely around her shoulder, with a gold band on her forehead holding it away from her face, she had long red and yellow pants on, and a belly shirt with one strap holding it up on her right shoulder. In her hands, she clutched a chain with a sharpened spiked metal ball attached to the end.

He - he recognized her.

"Thundra?!" Peter stuttered in surprise. But - but, she was part of the...

Aw crap....

Behind her, another figure floated down using the vibrating gauntlet attached to his wrists. This one wore a maroon, black, and purple technological body suit with the mouth set in a permanent, robotic frown, and glowing red eyes that glared at the hero.

"Claw?"

One last member flew down. He was dressed in his own purple and black suit, only his mask cut off above his nose and took a detour down the side of his cheekbones, to reveal an arrogant smirk surrounded by a black horseshoe mustache. "And Wizard," he finished for Peter. "Hello, Spider-Man."

Aw crap!

Did it have to be the Frightful Four? Really?! Right now?

Well, Peter supposed it was the Frightful Three now, seeing how he knocked their last member, Trapster (remember him?), into an S.H.I.E.L.D cell. So, yeah...they probably weren't happy.

"Oh, uh, hey guys." Peter greeted, grunting behind Thundra's crushing boot. "How's it going for the Frightful Four today. Er, sorry, I mean, the uh...maybe you can be called the Terrifying Three now? You know, since I beat up your last member."

Thundra growled and dug her boot further into his chest. "Fine, fine," he wheezed, "The Three Terrifeteers? The Fearsome Threesome - uh...heh...okay, maybe not that last one."

Wizard merely scoffed, "No need to put on a brave face, you must know that you've already lost."

"Oh yeah, and what makes you think that?" Peter questioned, he felt his face going red under his mask from lack of air.

Wizard brought a silver, circular disk out from his suit. "Simple." he answered, "We may not have four members, but we still outnumber you three-to-one." he tossed the disk down where it landed on Peter, right on his spider insignia, just above Thundra's covered pointed boots.

Thundra lifted her boot, stepping completely off of him, and Peter felt himself begin to rise.

"Whoa, whoa, whoa," he shouted as gravity seemed to forget to pull him back down.

Before he could float very high, Thundra whipped her chain so that the middle part wrapped around his feet. Then, with a big smile, she threw him against the side of the building. "Whoo-wee, that felt good," she called.

"Not...really..." Peter groaned into the bricks.

Thundra whipped him back, the opposite way, into another wall. This time she allowed him to float up, but only so Claw could send out a high-frequency wave right at him. Peter shouted as his head was attacked with the sudden painful frequency, as he pulled fruitlessly at the chain around his leg.

When Claw finally stopped, Peter groaned but glared down at Thundra. "Alright Babe-Zilla," he warned, "You asked for it." He shot two webs at her, but was surprised to find the white sticky strands, instead, floated unceremoniously around him like a bunch of slimy, squirmy worms. "Wha-?"

Wizard watched in amusement, "your webbing is trapped in the same anti-gravity force field as you are," he informed mirthfully, looking particularly pleased with himself.

Peter grunted as he fought the flying strands of webbing away as they bunched and stuck to his head like some victorian-era hairdo. "Ugh, this stuff isn't exactly cheap!" Peter huffed, pulling fruitlessly at the webs. Man, they were really sticky. To be honest, he's never really been at the receiving end of them.

Well, it was nice to know they worked.

Wizard watched, unimpressed. "Uh-huh," he said uncaringly, before turning to look at one of his other comrades, saying "Claw." before gesturing to the squirming teen. Claw lifted up his metal - well, heh - claw, and shot another sound wave at him. Peter shouted as his head was berated with noise.

Gah, his head felt like it was getting crushed between two metal blocks. He struggled harder, unable to hold his cries of pain as the frequency got more intense. On the upside, the force of the frequency managed to blow the web strands away and out of Peter's face.

On the other hand, it still hurt like a -------

Wizard smirked, "My turn." he grinned, and shot a purple beam at the pained hero. The beam held as it and the sound wave washed over him like a grater on his skin. Abandoning his efforts of escape, all Peter could do is shout in agony for a few seconds longer, before finally going limp.

"He's out," Claw said.

They both turned their weapons away.

Wizard moved forward and hovered in front of the unconscious hero. The villain grabbed Peter's chin, pulling it to the side in observation for a reaction. There was none. The hero was out cold. "Good." he mused, "Makes it easier for us to bring him into our client."

But then, "Peek-a-boo," Peter sang as he lifted his head. Wizard jerked back in surprise. But didn't get far enough before Peter spun and kicked him squarely in the chest. Wizard went careening away, slamming into the building across the one they were inhabiting. "So, tell me more about this client," Peter said, drawing the attention of Thundra and Claw back to him, and away from their leader. "Who hired you bozos? What do they want from me? And how much are they paying you? Cause, you know, I'm going be really offended if I'm cheap."

"Ugh, I preferred him unconscious," Thundra growled.

"Can't prefer something that didn't happen!" Peter retorted.

But he watched, unable to do anything, as she jumped up onto the water tower on the building and pried the top of it off with her hands.

Oh, shoot.

With a crazy grin, she looked down at him and jumped, aiming the lid right at him.

Oh man, this was gonna hurt...

Peter winced and braced himself for impact.

Or, at least, the impact that never came.

From somewhere above, a flash of yellow glinted in the sunlight and suddenly the lid was knocked from Thundra's hand. Surprised, the villainess staggered back and landed on her butt with a cry of shock, as the lid crashed behind her nearly crushing Claw, who barely managed to dive out of the way.

Someone landed in front of Peter. It was a guy. He was tall, but thick with muscle, he wore a black and yellow suit with silver metal curled around his upper arm, when he turned a pair of black sunglasses rested on his grim face, the guy had black buzzed cut hair and brown skin.

There was a shadow above and this time something landed on top of Peter. But it wasn't as heavy or painful as Thundra's boot, in fact, it was a girl. She was dressed in a white suit with light tiger stripes on the side, and a pair of fierce-looking narrowed eye lenses on her mask. She grabbed Peter's shoulder, as if to hold him still, and with the other hand sliced the disk on his chest in slivers of metal - as if it was butter. Then she jumped off him, intentionally or unintentionally, forcing him back down to the ground with a greater force than necessary.

Peter hit the ground, gasping in surprise of the sudden rescue and for the fact he landed on his butt really hard. "Who - who? What? W-when? Who?" he stuttered, gesturing wildly to his two unexpected saviors.

"Real articulate." the girl-tiger-person commented, obviously not impressed. Her friend laughed, in what appeared to be, a mocking way. Peter scowled, a tad offended by their bland behavior.

"Hey, I had them on the run." he told them, partially humorous and partially serious.

The tiger-girl scoffed, "Oh yeah, except for the part where you didn't." Peter's scowl deepened. Who were these people? And what right did they have coming in and barging in on his fight?

You mean the fight you were losing, his inner voice remarked.

Yeah, shut up! he told himself.

Claw must've felt angry too. He fired a sound wave at them, it heading for tiger-girl and Peter. The two were thrown forward, but whereas tiger-girl hit the ground, Peter shot a web and pulled himself up on a wall. Thundra pushed herself up onto her knees, right as a shadow fell over her. She looked up to see the Muscly-guy holding the water-tower cover over his head, saying "I think you dropped this."

But before he could throw it down, Thundra leaped to her feet, grabbed the lid, and spun with her body using the metal cover as leverage to throw the guy into the water tower. The structure fractured under the guy's body, metal beams and legs bent under the pressure and collapsed with a metallic groan. The water inside sloshed out in a rapid wave, overcoming Thundra, and sending both it and the villainess off the edge the building.

Peter jumped off the wall and flipped over the edge too, catching Thundra in the foot with a web while shooting another onto a building. "Whoo, surfs up!" he whooped as the water raced below. The wave engulfed an upside Thundra. She sputtered and choked past it, glaring ferociously up at Peter as it began to die down. He didn't know why though, seeing how he literally just saved her from becoming Babe-Zilla pizza on the street.

Before he could decide if he wanted to let her drop or not, a shadow crept over them both. The water tower lid teetered on the edge of the building, before dipping to the side and plummeting down toward them. Peter swung Thundra to the side, managing to snag her web line into a flagpole in the building side, before dodging the colossal piece of metal himself.

The innocent bystanders watching below in shock shrieked in panic and cowered helplessly as the immense lid came at them.

Well, pedestrian pancakes were not on the menu either.

Peter shot another web, efficiently catching the lid. Moving quickly, he let go of the strand supporting him and rapidly fired more webs to secure the lid firmly in place. That should hold it, for now.

"You miserable little-" Thundra started.

"Tut-tut," Peter scolded and shot a web to keep her mouth shut, while also securing her in the white substance, "and to think, I stopped you from becoming a human splat on the ground. Now is that any way to thank me."

Muscly-guy, who had been watching the scene from above, gasped as he suddenly started to lift off the ground. "Agh, no!" he huffed irritably as Wizard laughed, willing the disk to float him over the side of the building. Muscly-guy squirmed in panic. "Oh, you better not!" he warned.

A humming filled the air.

Out of nowhere, a blue streak zipped through the skies. It zapped the disk off of Muscly-guy's shoulder, allowing the guy to free-fall to the ground. But Peter caught his arm with his webs, the guy shouting a happy "AW YEAH" and actually grinning at him, and swung them both up on the building roof.

Back up there, Wizard was fighting another guy in a gold and black space-looking suit, with what-appeared-to-be a bucket on his head with a red star thing glued on to it, surrounded by a light blue glow. Wizard shot a purple beam while Buckethead shot a blue one, the beams met in the middle and erupted into a white explosion. When the light cleared, and the dust faded, Wizard was seen groaning in his self-made crater with smoke sizzling off his armor.

Ouch, now that had to hurt.

Back on the building, tiger-girl was fighting the last member of the Frightful Four - oh, pardon - the "Terrifeteers". "You're supposed to be tough Claw," she taunted, flipping over him to land on his back. "But I think, you're just a lot of noise."

Claw's claw went up and hit her face. Peter winced. He could almost hear the wrestling-bell ring. She, too, fell off the building.

Gosh, what is with oddly dressed people falling off buildings today?

But Peter caught her too, bringing them back to the roof.

Tiger-girl looked at the arm around her waist in surprise. "Hey, I can save myself!" she growled while swiping at him angrily.

Peter ducked his head away from her claws. "Except for the part where you didn't." he retorted once he wasn't in the danger of getting his eyes clawed out. They landed by the assembling group of his sudden rescuers, where a fourth member had joined. This was another male, only he was dressed in a green body suit with a yellow sash around his waist, a dragon emblem on his chest, and a yellow mask (covering only the top half of his face) tied behind his head in a ninja style.

Peter dropped Tiger-girl in front of the group, before addressing them in frustration, "Okay, now that we're past the explosions and the near-death and stuff; Who are you guys and what are you doing here?"

"Saving your butt, obviously." Buckethead smugly answered.

Peter frowned at him. "If you want to save someone, look down there." he gestured off the building, at the streets, where hoards of people were watching the scene unfold, curious of the outcome, but apparently unworried about their own safety. The four heroes (they were heroes, right?) looked at the crowds, before sharing a glance. Probably wondering why the people were still standing there, gawking.

"Superhero 101," Peter continued, catching their attention again. "We can defend ourselves, they can't. Look, I'll go wrap up these meatheads, I've fought them more AND you guys already did a number on them. You go and make sure the people are alright. Protect and serve and all that."

They stared at him for a second, then Tiger-girl addressed her - uh, team, he supposed - "You heard the man," she told them, "Let's go." she didn't seem as stingy as she had before.

Peter couldn't help but look at her in surprise. Huh...she called him "the man".

As they jumped off the building (willingly this time) to retrieve the suspended water-tower cover, Peter went to find Claw and Wizard, both whom he found shaking off the dazes of their attack. At seeing him approach, they stiffened and went on guard.

"Hey guys," Peter greeted them, "I know our party was interrupted earlier, but I think we can go back to it now." he pounded his clenched fist into his palm in meaning. "Whatya say?"

Claw shot a sound wave, whereas Wizard threw several more of his Anti-Gravity Disks, at him. Peter dodged the frequency attacks and webbed the Anti-Gravity Disk in mid-air and flung them at Claw, which who they reverberated off of and smacked back into Wizard, hitting the villain away. Claw shot another wave at him. But when Peter dodged this time, the wave went past and hit into one of the Daily Bugle jumbotrons with enough force that the structure tipped forward and fell down toward the street; metal, glass, and ranting grumpy man and all.

Peter would've worried about it hitting the bystanders, but then Buckethead (he REALLY needed to learn these guy's name) came flying toward it, yelling at the pedestrians below "Heads up rubbernecks!" and flew straight into it, shattering the jumbotron into pieces. Then coming back and shattering those pieces into smaller pieces, then the same thing with those pieces, till it was nothing but minuscule pieces of steel and glass raining down lightly on covered heads.

Back on the rooftop, Claw managed to finally hit Peter, this time sending him careening over the edge where the jumbotron has once been. On the building across from it, the green costumed guy was watching, his fist shining gold - um...was anyone else seeing that?

Claw spotted him, stating "You're next."

Mr. Shiny Fist didn't look intimidated. "Now the scream of chaos shall meet the soul of iron," he replied calmly.

Even Claw looked weirded out.

Mr. Shiny Fist jumped off the building, yelling a loud "KE-YEAAH!". Peter watched from below, as Claw shot a sound wave and Shiny Fist held put his arm, meeting it fist-first. The next moment was blinding as a loud BOOOOOOM sent all the glass within the block shattering with a goldish white explosion echoing through lower New York. When Peter could see again, he saw Claw falling from the sky, down toward cement.

"Geez guys, always with the falling," Peter muttered, and ran across the buildings horizontally, catching the guys feet with webbing. Claw stopped down below, right in front of Muscly-Guy and Buckethead, bobbing up and down like he was tied to a bungee cord.

"Let's turn down the volume," Muscly-guy suggested with a smirk and grabbed Claw's claw. And then crushed. Not stopping there, Muscly-guy pulled Claw down from the webs and knocked him out with one powerful punch.

KO! Peter shouted in his head.

Tiger-girl, Buckethead, and Muscly-guy all surrounded Claw, arms folded and looking pretty happy with the end result. Before any victory dances could start, a purple beam shot them from behind. They flew forward with a shout, rolling across the ground several times before coming to a stop.

"You won't escape this time," he told them. "My power gloves are charged to their maximum."

Peter jumped and landed on the streetlamp in front of the fallen heroes. "Wait, what's gloves?" he questioned innocently.

"These gloves!" Wizard growled, holding up his gloves, which were sparkling with purple electricity.

Peter softly smacked his head own head with the palm of his hand. "Oh, right," he exclaimed as if just remembering, "You meant those gloves." without pause, he crossed his wrist and shot his webshooters. Two web lines connected to gloves. Wizard seemed to catch, seeing as he yelled a frightened "NO!" right as Spider-Man uncrossed his wrists and pulled, pulling the gloves together.

The air filled with a hum as electricity popped. Then the gloves exploded. Peter clutched the lamppost, having nearly been blasted off his perch. When the dust settled, Wizard lay on the ground in rambling, smoking heap. The glasses to his mask had blown off to reveal to wide eyes staring up at the sky, fluttering around like he was looking at something. The man groaned unemotionally.

Peter webbed him down.

He then turned to the three heroes on the ground. They were groaning, too, with their own pain and slowly raising to their feet. Peter jumped down from the lamppost and gently helped them rise. Shiny Fist was there helping too. He softly set Muscly-guy against the wall.

"Are you guys hurt?" Peter asked, kind of awkwardly. Cause, like, he still didn't know these guys. They literally just popped up out of nowhere to save him. He felt like he should be concerned for their well-being, but they also looked like they would beat him up without a second thought.

"I think...I think we're good." Tiger-girl replied. She got to her feet and looked Peter over as if sizing him up. "You're not too bad," she commented. "A lot better than I thought you'd be, anyway."

Peter raised an eyebrow in disbelief - which went unnoticed due to the mask. "I'm not too bad!" he repeated, "You guys were the ones who showed up out of nowhere! Mind explaining that to me, by the way?"

Shiny Fist approached him with a peaceful smile, "Forgive our intrusion, but you looked as if you needed help."

"W-well," Peter rubbed his neck awkwardly, "I mean, I guess I could've used some help. You know, with that and all. But still, where did you guys come from exactly? WHY did you help me?"

"Cause it the right thing to do?" Muscly-guy tried, but it sounded more like a question.

"Uh-huh." Peter deadpanned, crossing his arms in disbelief.

"Look," Buckethead said, "we saw you down here and thought we'd see how things were going. You needed help, so we saved your butt - a little thank you would do, by the way. You're lucky we stopped by, too. Fury never said anything about having to fight the four stooges back there, and frankly-"

Peter's eyes widened, "FURY?!" he screeched, "You guys are from S.H.I.E.L.D!?"

"Well, yeah," Buckethead scoffed, "Where did you think we came from?" Peter was hardly listening. These guys were S.H.I.E.L.D agents. Freaking S.H.I.E.L.D AGENTS!! Were they supposed to bring him in? Is that why they showed up in the first place? So they could drag him back to the Helicarrier by his webs?

He didn't realize he was backing up, away from them, till they were stepping toward him. "Whoa, hey man, where you goin?" Muscly-guy asked.

Peter didn't answer. He quickly turned and shot a web, jumping up and swinging away. He heard them call out to him. Then the patter of feet as they started to follow. "No way. No way. No way." he chanted to himself. This can't be happening right now. He can't go to S.H.I.E.L.D. Who was going to help Ock? Who was going to keep his company? Who was going to help him through the challenges and horror called Norman Osborn?

Nope. There was no way he was going to allow himself to be dragged away by S.H.I.E.L.D. He was going to fight fists and webs before they brought him in.

A hum filled the air as Buckethead flew next to him, "Hey, where are you going?" he demanded. "We just wanted to talk, jeez."

"Leave me alone!" Peter told him, and propelled himself up, using Buckethead as a springboard. The guy sputtered unintelligible as he was knocked off course. Peter landed on a skyscraper building, he ran across the rooftop and jumped onto the one over. Tiger-girl and Shiny Fist came up on either side of him. "We're not going to hurt you," Tiger-girl told him.

"We just want to talk." Shiny Fist added.

"Yeah right," Peter muttered, "Tell Fury to shove a stick up it, and leave me alone." he jumped off the building and started swinging again. His lungs were beginning to burn. He almost forgot about the beating he just took. Thundra must've done some deep bruising to his ribs, his sides ached just from breathing.

"Look, man, you're hurt. Just stop the running and we can't get you help or something." Muscly-guy suggested, he seemed to be having the hardest time keeping up than anyone.

Peter briskly retorted, "I'm fine, thank you." and swung faster. He needed a way out.

"That's it, I'm done." he heard Buckethead say. The next thing he knew he was falling with a limp white strand in his hand. The darn guy must've shot his web. Before he could shoot another one, Buckethead came back around and grabbed him.

"Let me go!" Peter growled. Acting out, he whacked Buckethead right in his bucket. The guy shouted, then cursed, then the two hit the ground, rolling over one another. They squirmed in a piled heap of limbs and spandex. Peter hurriedly entangled himself. "Get away!" he shouted in frustration and lept away, toward the ledge. But Tiger-girl and Muscly-guy were there to intervene.

"We're not here to hurt you!" Tiger-girl repeated, sounding more annoyed this time.

"Then what the frick is with tackling me in midair!!" Peter demanded.

"Nova wasn't supposed to do that," she aimed that comment to Buckethead. Huh...so his name was Nova. Eh, he liked Buckethead better.

Buckethead - or Nova - shrugged uncaringly, "What, I wasn't going to chase him all night." he said. He was holding his nose, which looked like it was bleeding. Peter felt a sliver of guilt. He hadn't meant to hit him that hard. "Besides, are we not going to talk about the fact that he JUST GAVE ME A NOSEBLEED!" the guy shouted.

"In his defense, you did tackle." Shiny Fist piped up.

"Whatever."

"You know, he can hear you." Peter snapped. He was down in his usual crouch, one hand up and ready to shoot webs at whoever moved first.

Tiger-girl had her hands up, palms facing him. "How about we start over?" she suggested.

Peter didn't say anything.

"I'm White Tiger," she continued, taking his silence as agreement, "And yes, we're from S.H.I.E.L.D. But we're not going to harm you...unless you keep being difficult." she uttered the last part so quietly, Peter didn't think she intended for him to hear.

"I'm..." Muscly-guy stopped, looking slightly puzzled. "Powerman." he seemed to decide. "You can call me Powerman."

"Powerman?" the other demanded, "Since when?"

"What? He gets to be Spider-MAN." Muscly-guy pointed to Peter. "So why can't I be PowerMAN. It makes sense."

Nova seemed to roll his eyes, but ignored Musc - Powerman."And I'm Nova, the guy you punched in the face." he said dryly. He was still holding his nose.

"I am known as Iron Fist," Shiny Fist said, "Namaste, Spider-Man." he pressed a fist to his open palm and bowed his head.

They all looked at him. Peter stared back. Okay, so he knew their names. Yay? "And I'm Spider-Man." Peter muttered, "But you guys already seem to know that." They all shrugged but didn't give any more information.

From what he could tell, these people - teens? They seemed his age - were sent down here from Fury to talk to him - or something like that. Why, or what for, he didn't know. But he didn't like it.

Was this Fury's way of trying to convince him to join S.H.I.E.L.D.?

Yeah, good job Fury.

All Peter knew right now, was that he wanted to be back in the Basement. His lungs felt raw like someone had spent the last hour rubbing them over with sandpaper. "Look, nice to meets you guys - I guess," Peter told them. "But I need to get going." his eyes glanced to each one of them back and forth, looking for any signs of disagreement.

There was none.

He slowly edged toward the edge of the building.

They didn't move. They simply watched him.

Still watching them, he shot a web to the other building.

Nova scoffed. "If you're going to go, might as well just go," he said.

Peter jumped off the building and swung away. He glanced back a few times to makes sure he wasn't being followed. They hadn't moved a muscle.

He didn't breath properly till he was several blocks away and pulling the cover off a manhole. Once inside, he took a deep breath of the putrid, dank sewer odor. Ugh, he really was aching all over. Man, Ock was going to get so pissed, he said to head to the Basement at the first sign of S.H.I.E.L.D agents.

Well, in his defense, he hadn't known those kids were with Fury and his Lil operation.

Peter's heart stopped. Wait...he still had his comm in his ear. It was connected to the Basement frequency, sending feedback from the fight to Octavius. His Godfather had been watching the whole thing.

So why hadn't Ock said anything?

DONE! Cliffhangers. Yay.

Summer break guys! A season to be jolly! Hopefully, I can update more now that school is out. Hope you enjoyed this. If you did, drop me a comment below. If you didn't...I'm sorry.

-OfficialUSMWriter out!