When I turn around, I'm faced with a stocky man dressed in a red full-body suit with silver armor.

"Really Scorpio? Did you really have to pick now?" I ask, pain evident in my voice since I'm still recovering from my fight with the Avengers.

He laughs and glances around at the webbed up heroes, "Thanks for doing the heavy lifting Avengers. Now I can finally take this little spider down."

The said group of heroes look at me, their expressions conveying their guilt and apology. Except for Black Widow... you can never be sure with Black Widow.

I give them all a brief smile before turning back to the current threat, "Where's your Zodiac army this time Scorpio?"

Scorpio growls and takes a step closer, "Gone. 'Cause of you, you annoying pest."

I stage whisper to the Avengers while jabbing my finger towards Scorpio, "Look guys, Scorpio's trying to bore me to death with inferior insults!"

I pretend to yawn and relax against the wall, masking my pain as well as I can while I wait for it to subside.

Scorpio smirks at me in a menacing way.

I raise my eyebrow at him as I tamp down my minor freaking-outness, "What? Did you finally decide to change your lightsaber from red to blue? 'Cause that would make my job much easier."

He crosses his arms, "No. You just don't know that you and those wretched SHIELD agents you broke out didn't get everyone."

At the mention of SHIELD agents working with me, confusion appears on the Avengers' faces.

Then, with a slight wave of Scorpio's hand, eleven Zodiac soldiers burst through the door that leads up to the roof and start shooting at me. With each beam of energy blasted at me, a very unoriginal sound fills my ears.

Pew. Pew. Pew.

I flip out of the way of the energy beams and dodge Scorpio as he charges at me, "Awww, pew-pew guns. I missed those pew-pew guns."

Still drained and in pain, I opt for finding protection rather than exhausting my energy by dodging the beams pewed at me. I duck behind the edge of a shed right next to the billboard Hawkeye is stuck to, "Good thing they miss me too."

I hear a snicker behind me and look back to see Hawkeye with a slight smile on his face from my banter.

My eyes dart around as I try to figure out what to do with my limited energy. My gaze lands on Captain America's shield.

"Aw, come on Scorpio, what would your brother think of you right now?" I yell at him around the corner of the shed.

"Nicholas," he spits the name out like poison, "He doesn't even know I'm alive!"

I duck an energy blast and roll behind a different shed, closer to Cap's shield, "Really Max? Family disputes aren't healthy you know."

"Don't call me by my name you annoyance!"

My spidey sense increases and I turn to see Scorpio charging at me, "I'm going to squash you like the weak bug you are."

I go to flip over him, but he snags my foot and pulls down, slamming me to the ground right next to the webbed up Winter Soldier, who visibly winces.

I groan and kick Scorpio hard in the chest, sending him flying backwards into the side of the building across from us. I stagger to my feet, "Okay, that one hurt."

Soon enough, I'm forced to start dodging energy beams again while the Zodiac soldiers start to converge on me. I groan in annoyance. Okay, time to take these minions down.

I turn towards the soldiers and start webbing them up one by one, "Come on guys, your aim's as bad as the Bucketheads, and I didn't even think that was possible!"

After a minute or two, all of the soldiers are disarmed and webbed up, giving me a short window of calm. I take this brief opportunity to rush over to Captain America. Crouching down, I effortlessly rip the shield from my webs, "Sorry Cap. I'll give this back."

I'm surprised when he gives me a respectful nod.

I spin around in a circle as I look at all of the Avengers and Zodiac soldiers, "Is everyone okay?"

The Zodiacs just bare their teeth at me while the Avengers look at me astounded.

The Winter Soldier focuses on something behind me and his eyes widen, "Spider-Man!"

My head rings as I whip around too late, getting punched in the gut. I grunt and use the energy of the punch to flip backwards, landing in a defensive stance. I immediately block a kick aimed towards my face with Cap's shield and duck under a punch.

When Scorpio goes to punch me again, I grab his arm and flip him over my shoulder, turning around and kicking him in the stomach midair, sending him flying backwards to slam into the billboard Hawkeye is webbed to. I hear the supports crack with the force. Hawkeye's eyes go wide and he struggles against the webs in vain as he feels the billboard start to tip.

"Nope nope nope," I yell and launch myself towards the billboard. Sending two webs to the supports, I yank back on them, straightening the billboard out. I quickly web up where the supports are failing, effectively keeping them from giving away completely. I can see Hawkeye's sigh of relief.

"Come on Scorpio, no endangering the innocents!"

Before he can reply, I chuck Captain America's shield at him, which hits him hard in the stomach before ricocheting back to me. Scorpio stumbles and I use that opportunity to start shooting balls of webbing at him, hoping to stick him in place.

Sadly, Scorpio gets his footing and dodges them all, coming at me again.

I turn tail and run, not to get away from him, but to lead him to the middle of the roof where there's more fighting room, and where we're less likely to harm those trapped in my webs.

"Spider-Man, it's not like you to run," Scorpio taunts as he trails me.

"Oh, I know," I state as I whip around to face him and give him a sharp kick to the head, knowing that it won't hurt him too much.

His head flings back from the force, his body following, slamming him to the ground. I run to the wall next to us and launch myself up it's surface, flipping off of it to give me the force I need for a hard kick to his chest as he lurches to his feet.

Yet again, Scorpio goes flying backwards and rolls along the roof, coming to a stop next to a pile of concrete that had split apart during my fight with the Avengers. He jumps to his feet and grabs a large piece, about to chuck it at me. I quickly shoot a web at his head, hoping to make him drop it before it can launch into the air.

I'm too late.

The web hits Scorpio's head right as he lets go of the concrete, causing his aim to go off course. My spidey senses blare, causing me to register in a split second that the chunk of concrete is going to land on the Winter Soldier.

"No!" I shout as my eyes widen. I drop Captain America's shield to free up my hands as my feet fly towards the concrete's destination. I get there right before it hits.

I brace myself in front of the Winter Soldier, waiting for the 4-tons worth of force to hit me.

Shockwaves move down my arms and I slightly grunt, my feet sliding back a bit as I catch the concrete. Once I stop it's forward motion and shift my balance so that I can hold it without much pain, I pivot myself and throw the concrete so that it lands in a safe area, away from everyone.

I peer down at the Winter Soldier who's barely behind me. His eyes are wide and his chest is heaving as he stares at me.

"Are you all right Sir?"

"Yes... yes, I'm fine."

I smile down at him, "Good!"

I glance at Scorpio, who is still catching his breath, before looking back down at the Winter Soldier, who asks a question, "You caught that almost effortlessly. How?"

I shake my head slightly and laugh, "I surprise myself sometimes. But honestly, this is nothing compared to other things I've caught."

"What?"

My eyes glaze over a bit as memories resurface, "I mean, I've caught a bus, a train, a-"

I cut myself off when I see that Scorpio is almost recovered, "You know what? Now isn't the time. Sorry!"

I start dashing over to Scorpio before he can regain his strength. Now that I am feeling better myself, I'm finally able to stop this fight.

Right before I reach Scorpio, I shoot two strands of webs at him. When they attach, I run up the side of a wall and flip over him, using the tension of the webs to fling him up into the air and slam him down onto the roof.

I quickly shoot a strand of webbing on either side of him and pull myself towards him, legs straight and aimed at his stomach. I hit him right as he pulls himself to his feet, effectively ramming him into the ground.

I start to wrap him in webs, creating a layer that I know is thick enough that he can't get out of it. Sick of his menial insults, I decide to web his mouth shut.

He glares daggers at me as I lean over and rest my hands on my knees, finally allowing myself to stop and catch my breath. After a moment of thinking, my eyebrows scrunch in confusion.

I look down at the defeated villain, "Hey Scorpio. Why'd you come out of your hole anyways?"

With his mouth webbed shut, he can only increase the intensity of his glare. I'm filled with horror as a thought strikes me, "Did... did he send you?"

The change in Scorpio's eyes is the only confirmation I need.

My head swims and I reel back at the revelation. I start to breath faster, but this time, I'm able to calm myself down before the panic attack can set in.

I decide to fall back on a safety-net I've always had: witty remarks.

"You know, you were a lot easier to take down without the Zodiac Key," I pause and tap my chin, "Actually, not having an army by your side really helped too. Who knew?" I exaggerate a shrug.

"What's the Zodiac Key?" Iron Man pipes up from behind me.

I spin around to face him, "Oh! Um... I should probably let Fury explain that one to you guys. Let's just say that it's in a safe place right now."

"Wait, does that mean you have it?" Black Widow asks.

My silence is all the proof they need.

I walk over to where I dropped Captain America's shield and pick it up. Since the fighting is over, I don't bother webbing it to the ground. I just set it next to him instead.

When I straighten up, he asks, "You and Scorpio seem to have history."

"We do," I answer plainly.

The Scarlet Witch, full of curiosity regarding me, presses for the answer, "What type of history?"

I sigh, deciding that it didn't hurt to tell them what happened, "Very, very, very long story short, me and Scorpio have met on two occasions. The first time, he'd taken over a SHIELD base, hacked into the computers, and was downloading all of the information SHIELD had. I was at the wrong place at the right time and was able to stop him and his army from completing their evil plans."

"Wait, how's Fury not aware of this? He never mentioned you helping SHIELD at all," Iron Man inquires.

I shrug, "My best guess is that Fury didn't hear about it until after everything had happened. Scorpio's good at what he does sometimes, and he did an excellent job at quietly taking over that base. I bet they weren't able to send any alerts to Fury. Him not knowing about me, well, I would say that's because I don't do this to be known. So I just stopped Scorpio and left."

"You mentioned that there was a second time," The Winter Soldier says.

"Ah, yes," I reply, nodding my head slightly, "the first time I was able to stop him but he got away with some of his army and the Zodiac Key. A bit later, I heard about this secret base of his in a volcano. I figured out that he was planning on using the Zodiac Key to power this super-soldier machine thingamabober and make an army of indestructible superhumans. So I went in and stopped him."

"Scorpio mentioned something about you breaking out SHIELD agents. From his tone of voice and your banter, I believe he was talking about the volcano base," Vision clarifies.

"You're right. There were SHIELD agents that he was keeping at that fancy-shmancy base of his. He was forcing them to make this super-soldier serum for the machine. I broke them all out and they were able to help me stop Scorpio. I wasn't very well known back then because I keep to the shadows, so I'm not surprised that no one was able to report back to Fury who the person was that helped them."

Black Widow meets my gaze and opens her mouth, hesitating for a moment before finally saying, "And... who's he?"

I take a step back and a deep breath, willing myself to stay calm, "He... Yeeaah, we're not getting into that."

I bounce on the balls of my feet, "Well, I should go. Since I webbed you guys up a while ago, you should only have about fifteen minutes left till the webs dissolve. I would say 'hope to see you soon,' but if it's because of the same reason as today, I'll have to decline."

With that, I give them a quick salute before swinging away.