Peter shoots off down the hallway, counting the lockers as he passes them. Once he reaches the one he needs to be at, he lifts a whole row of him. Underneath lay his old suit. He'd stored it there for the seemingly unlikely event that he'd need it, and he is now insanely glad that he did.

Quickly, he changes, hiding the tux where the suit had been; it was Ben's, and Peter isn't going to risk it getting stolen or ruined.

His suit now on, he sprints out of the school through a side door, ending up in the bus parking lot as he attempts to put his web shooters on.

Suddenly, there's a blast of electricity from his left, and it sends him flying, then hitting the concrete hard and rolling as his web shooters clatter away from him.

A man holding a high-tech weapon walks up to him. "He gave you a choice. You chose wrong."

Peter looks up, still reeling from the shock and the hard fall, but he recognizes the man from the ferry. "What the heck...?"

The man casually points at Peter with the weapon. "What's with the crappy costume?"

Peter makes no answer, and the man charges up his weapon, sending Peter into fight mode. He looks over, spotting one of his web shooters about ten feet in front of him.

He springs up like a sprinter shooting off starting blocks, his hand quickly finding the web shooter. The man punches the front of a nearby school bus with his weapon, causing it to spin, the back-end hitting Peter and knocking him into another school bus. He dropped the web shooter when he was hit, and the eyes of his suit aren't in line with his actual eyes anymore, so he can't see — but he can sense the things around him.

He hears a clatter as the man kicks his web shooter, then the weapon charging and the man's footsteps. The man, before Peter can fully get his bearings, says, "I wasn't sure about this thing at first, but... dang," and hits Peter with it full-force, sending him crashing right through the back of a school bus. He lands on the floor inside, near the driver's seat, then manages to adjust his suit. He looks over and sees gum under one of the seats.

"Gross."

Then, there's a charge, then a bang, and suddenly the bus is flipping over, glass shattering and anything loose inside flinging around like pinballs. Peter shouts, then the bus finally stops upside down, and he tumbles out of the main doors.

He looks over and spots his web shooter on the ground and, despite the pain, crawls towards it as the man calmly walks over to him.

"Why did he send you here?" Peter asks, half actually wanting to know, half trying to buy time.

"Guess you'll never know," the man replies, and Peter hears a charge behind him, from where the man stands. He tries to force down the bile in his throat and the panic in his chest. If he could just reach his web shooter...

Then, he hears a familiar thwip. He turns, seeing a web attached to the front of the weapon, the strand leading to none other than Ned Leeds, who looks totally shocked as he holds Peter's other web shooter.

Peter is absolutely elated. "Nice shot!" he shouts, grabbing the web and pulling down, sending the man to the ground. At the same time, Ned numbly lets go of the web shooter, allowing Peter to snatch it back and slip it on his wrist. He shoots another web at the man and attaches him to the side of a school bus. Thoroughly.

Peter turns to Ned then, rushing over to him. "Dude, that was so awesome, but I'm so sorry."

Ned looks at him strangely. "For what? MJ isn't-"

"Ned, the guy with the wings is Liz's dad," Peter says, deciding to just rip off the bandaid and get it over with.

Ned's eyes widen. "What?"

"I know," Peter says, then muttering, "I gotta tell Mr. Stark," as his mind races.

Ned swallows, then nods, pushing it from his own mind in order to focus on the here and now. "Okay, what can I do?"

"What?" Peter asks, confused. "Ned, you just saved my life. You can go back inside and try to enjoy your date; Liz doesn't know about this. She's not, like, evil or anything."

"Yeah, I know, but that doesn't matter," Ned insists. "This is big, and I'm not letting you do it on your own. I'm your guy in the chair. I'm here to help."

Suddenly, Peter's hugging him. "Dude, you are so awesome," he says, pulling away.

"Thanks, man," Ned replies with a smile.

Peter nods, switching into Spider-Man mode, forming a plan in his head. "Okay, we need do this quick before he leaves town. So... I need you to call Happy Hogan — he's Mr. Stark's head of security. And get a computer to track my phone for me."

"Happy Hogan? What about Grace-?"

"Happy is in charge of everything, and calling Grace with this is just gonna freak her out, and... well, maybe make her mad." Peter thinks for a second, then sighs. "If Happy doesn't answer, then call Grace. I-I can't remember Happy's number, so you're on your own for that, but I know Grace's."

"You memorized her number?" Ned asks, incredulous.

Peter shrugs. "I've just seen it enough times. Anyway..." He tells him her number, and Ned writes it in his notes on his phone.

"She's going to kill you if you get killed!" he calls as Peter jumps up onto a street light.

"I know!" Peter calls back, swinging away. Ned turns and sprints back into the school.

Peter scans the ground as he swings, finding none other than Flash driving a girl to the dance in a convertible. Peter lands on the hood, causing Flash to scream and slam on the breaks.

Peter stands and deepens his voice. "Flash, I need your car and your phone."

Flash looks like a deer in headlights, stunned. His voice is small. "Uh, sir, technically, this is my dad's car, sir, I can't-"

"It's important," Peter cuts him off. "It's for the greater good of the city."

Flash's date, a girl Peter doesn't recognize, looks at Flash. "Flash, give him the car."

"Okay," Flash says, numbly getting out of the car, his date close behind. Peter hops in the driver's seat.

He holds out his hand. "Your phone?" Flash hands it to him. Peter says, "The city thanks you," and then drives off, swerving and hitting a bike rack. He grimaces. "Oh, that is not good."

Then, panicked and not obeying the rules of the road at all, he drives out onto a main road, calling Ned on Flash's phone with one hand.

Ned picks up almost immediately, and Peter says, "Hey, Ned? Hey, can you hear me?"

"Go for Ned," Ned replies, sitting at a computer in the dark computer lab.

Peter repeats his instructions from earlier. "Ned, I need you to track my phone for me."

"Yeah, but where is it?" Ned asks.

"In the Vulture's car."

Ned laughs. "Genius move." After a moment, he says, "Okay, he just passed the GameStop on Jackson Avenue."

"Hey, where are the headlights on this thing?" Peter half shouts, the phone between his ear and his shoulder. "I'm in Flash's car."

Ned turns in his chair and rolls to different computer behind him. "I'll pull the specs."

Peter manages to put the phone on speaker, then puts it in the cup holder next to him. "Okay, you're on speakerphone."

Ned types on the computer, smiling. "You stole Flash's car. Awesome."

"Yeah, it's awesome! It's awe- Whoa!" Peter shouts, nearly hitting a charter bus and other cars as he swerves along the road, going well over the speed limit. "Get out of the way, get out of the way! Move! Move!"

"Peter, are you okay?" Ned asks.

"I've never really driven before," Peter replies. "Only with May in parking lots. This is a huge step up-" he cuts himself off with a scream as a car nearly hits him at an intersection. "Hey, have you gotten through to Happy yet?" he asks once in the clear.

"Yeah," Ned replies. "I'm working on it. I just gotta backdoor the phone system." He turns and types on the other computer, doing just what he said, then pushes back and spins around. "Guy in the chair," he says proudly, then stopping himself to face the other computer.

Suddenly, he hears a voice coming from the one behind him. "Takeoff in nine minutes... Hello? Hello? Who is this?"

Ned turns towards it, seeing a middle-aged man who does not look happy to see him. There are boxes behind him. "Uh... Mr. Happy, it's Ned."

"Who-?" Happy starts, but then he remembers. "Peter's friend."

Ned clears his throat. "Yes, that's right, I'm an associate of Peter Parker, and I have something very important to tell you-"

Happy sighs deeply. "You gotta be kidding me."

And then he hangs up.

"Shoot," Ned says.

Then, Peter's voice comes out of Ned's phone. "Hey, Ned, how we coming on with those headlights?"

Ned turns back to the other computer. "Uh... Round knob to the left of the steering wheel, turn clockwise."

"Left," Peter says, doing what Ned told him. The headlights turn on. "Okay. Okay, perfect. So where's my phone now?"

Ned switches computers again. "Um... He stopped in an old industrial park in Brooklyn."

"What?" Peter says, nearly hitting another car. "That makes no sense. I thought he said he was going out of town!"

"Weird. Oh, I reached Mr. Happy. Don't think he likes you, by the way. It sounded like he was catching a flight. He said something about taking off in nine minutes."

Peter's eyes widen. "What?"

"He was surrounded by a bunch of boxes."

"Boxes?" Peter says, then he realizes. "It's moving day- It's moving day, it's moving day! He's gonna rob that plane! I gotta stop him!"

Peter speeds up even more, illegally passing cars in front of him.

Grace, if she isn't on that plane — which she hopefully would've told Peter if she was — is currently near that plane. The Vulture is going straight to her.

Ned guides Peter to the Vulture, telling him where to turn. "Okay, slow down. You're getting close. It's on your right."

Peter realizes that he is going way too fast to make this turn. "What?"

"Turn right! Turn right!"

Peter shoots a web at the street light on the corner, swinging himself and the entire car around, the back end hitting a pole. The car flips onto its side and then skids about a hundred feet before falling back down right side up.

Peter, luckily, is unhurt.

"Peter, are you okay?" Ned asks hurriedly.

"Yeah. Just keep trying to get through to somebody. Preferably Happy."

"Look, I know you don't want her to freak out, but I might actually have to call her," Ned replies.

"I don't want her to be mad at me again."

"Well, she probably will be either way." Ned sighs. "But I'll try Happy again. If he doesn't answer, though, I'm calling her."

Peter sighs as he exits the car. "I really want her to hear all this from me, but... okay."

Ned smiles. "It's been an honor, Spider-Man."

"Thanks, Ned," Peter replies.

Ned hangs up as the lights flick on, a teacher standing there and looking at him expectantly.

Shoot.

////

Peter gets on the roof of the building, quickly finding a hatch and opening it. He slowly lowers himself down by a web, scanning his surroundings: a hideout, complete with high tech equipment and comfortable-looking, probably stolen chairs. It's deathly quiet.

On three computers screens, all sitting next to each other, Peter sees drawn up plans — security camera feeds, a plane, mapped out, and then Avengers Tower.

Where Grace is.

Peter turns, seeing the Vulture's wings resting behind him on a lower level. Waiting to be used. Behind them is a hallway, and Peter quietly swings over and walks down it.

It leads to a large, open room, pillars planted in straight rows through it, holding up the ceiling. On the far wall, the Vulture stands at a desk, oblivious.

"Hey!" Peter shouts. "Surprised?!"

The Vulture turns. "Oh, hey, Pete," he calls casually as Peter makes his way toward him. "I didn't hear you come in."

"It's over! I've got you!" Peter says.

The Vulture begins putting on his jacket. "You know, I gotta tell you, Pete, I really, really admire your grit." Peter doesn't respond; he just shoots a web at him, sticking his left hand to the table and knocking over a bottle in the process. The Vulture looks at it disinterestedly and sighs. "Peter, you're young. You don't understand how the world works."

"Yeah, but I understand that selling weapons to criminals is wrong," Peter replies.

The Vulture finally raises his voice. "How do you think your buddy Stark paid for that tower? Or any of his little toys? Those people, Pete, those people up there, the rich and the powerful, they do whatever they want. Guys like us, like you and me? They don't care about us. We build their roads and we fight all their wars and everything, but they don't care about us. We have to pick up after 'em. We have to eat their table scraps. That's how it is. I know you know what I'm talking about, Peter."

"Mr. Stark is a good man," Peter says defensively. Because how could a man like the ones the Vulture described do everything he can to save the world and protect all the people in it? How could a man like that be the father of someone like Grace? Someone so wonderful and caring? So kind and sensitive? How?

"You know, in a different world, it'd be admirable that you think that," the Vulture says. "But in this world — in the real world — it's naïve. There are blurred lines between good and evil, Pete. Motivations and actions aren't clear cut. They rarely ever are."

"Why are you telling me this?" Peter asks quietly.

The Vulture looks at him earnestly. "Because I want you to understand. And... I needed a little time to get her airborne." He grabs a knife off the table next to him, and then the wings crash through the wall behind Peter, forcing him to jump to avoid them as they destroy everything in their path.

They come back around, forcing Peter to dodge again, using webs and flipping from pillar to pillar. They fly out of the building altogether, allowing Peter to turn back to the Vulture.

"I'm sorry, Peter," he says. The wings reenter the building from the roof, forcing Peter to duck.

"What are you talking about?" Peter asks as they fly around behind him. "That thing hasn't even touched me yet."

"True," The Vulture says. "Then again, I wasn't really trying to."

And then it makes sense. The wings knock out the last few pillars surrounding him, taking away the building's support.

In an instant, it collapses.