SPIDER-MAN HAD HEARD reports of commotion coming from a marina near East Elmhurst. He made it to the docking area behind the warehouse, looking around for any sign of wrongdoers but didn't spot a single person. Not even a worker that should've been there at that time in the evening.

"That police scanner app I downloaded sucks." Y/N muttered and took out his phone. "I'm giving it one star."

Suddenly, he felt a tingling and heard the familiar hum within his head. He turned his head to the right, and as if the world went into slow motion, he spotted an orange blur coming toward him.

He raised his arm to shoot a web, but wasn't fast enough and was punched by the assailant in the chest. Y/N was sent flying into the side of a parked truck and fell to the floor.

"Ugh..." He groaned as he propped himself up with his arm. "I think I know who that was."

Robert Farrell, in his gear, stopped in front of the vigilante. He toggled some buttons on his gauntlet and charged it up.

"This is nothing personal, kid." He said.

"This is the second time we've seen each other. I'm starting to think it is." Y/N replied while still on the ground. "Who are you again? I think the Bulletin called you Road Runner...or Speed Demon...or..." He finally remembered. "Oh, right! Rocket Racer!"

"Those are terrible names." Robert remarked. "Were they the ones who called you Spider-Man?"

"It was a ring announcer...but ouch."

Y/N quickly webbed Robert in the face, causing him to stumble back as he tried to rip it off. The teenager charged at the criminal, but he swiped his arm out of instinct and hit the web-slinger with a rocket-powered hit that sent him flying back again.

Robert removed the webbing from his face and gazed upon Spider-Man. He shot rockets from his gauntlet at him but Y/N made sure to evade them. He zipped toward Rocket Racer but he dodged the kid's attack by dashing forward.

Y/N hit the ground with his fist and looked at Robert. "That's some crazy good tech you got there. You could've worked for Elon Musk or something but instead, here you are."

Robert zoomed at Spider-Man and stopped to engage him. He tried to land hits, but just like their first encounter, Y/N was able to weave away from them. He landed a kick to Farrell's chest and heaved him back a few feet.

"I wasn't joking the other day. You should take up some martial arts lessons." Y/N remarked.

"Do you ever shut up?" He shot back and fired another rocket.

Y/N backflipped to evade the projectile, but Robert quickly dashed at Spider-Man and grabbed him by the neck. He used his speed to travel to the nearby building and slam him against the wall.

"Right..." Y/N grunted within his hold. "You don't need fight training with your kind of shtick."

Robert threw Spider-Man back and he landed several feet away. He was ready to shoot Y/N again with his rockets and the teenager's senses were alerting him. But they didn't just alert him about the incoming attack...but of another as well.

There was an electrical blast in the sky above the marina that shorted out the lights in the area.

The EMP that was fired also rendered Robert's equipment useless. He tried to turn his hoverboard and gauntlets back on to no avail.

"What the hell did you do?" Robert shouted at Y/N.

He stood back up. "Why are you blaming me? Do you think I'm capable of creating something to do this? Just look at what I'm wearing."

Suddenly, Y/N was alerted once again by the sound in his head. He turned to his left and saw a group of men coming into the dimly-lit lot with rifles. One of them shot at Robert, but Y/N quickly grabbed him and pushed themselves away behind a truck.

"Friends of yours?" Y/N asked sarcastically.

Robert didn't answer as he panted and was lost in thought. The possibilities of who they could be ran through his head, but he ultimately realized who they could be. Wesley's people. It made sense since he was the one that sent him there.

"Shit!" Robert exclaimed and slammed his fist against the side of the truck.

"Uh, language, man." Y/N quipped before peeking out of cover. He saw the group of men joined by several others...all having guns.

"Find Farrell and the Spider-Man! Shoot on sight!" One of the gunmen yelled.

"All right...there's a lot of them. Even I can't take them alone...and your tech is fried. We gotta go." The teenager said.

Robert shook his head. "They got us pinned down. And I can't run fast enough to dodge their bullets."

"That's ironic coming from you." Y/N remarked then turned to him. "I know what to do, but you're not gonna like it."

"Wha—"

Y/N grabbed Robert by the waist and shot a web at the building nearby. He swung out from behind the truck with the man, and the gunmen barely realized they were fleeing by the time they made were almost out of the lot.

"There they are!"

They shot at them, but couldn't land a hit because of the speed of Spider-Man. The vigilante and the criminal finally fled the area and left the gunmen at the marina.

The two made it to a rooftop several blocks away overlooking Grand Central Parkway. Robert immediately let go of Spider-Man when he had the chance and dusted himself off.

"So..." Y/N began to say. "Was that fun?"

"No!" He exclaimed. "And don't ever touch me again."

Y/N raised his arms. "Sorry. Sorry."

Robert huffed and removed his helmet, sitting against a wall as he buried his face into his hands. The teenager took notice of the man's mood and debated whether to question him about it.

"Christ..." Robert muttered.

Y/N walked up to him. "Hey, don't sweat it. Being shot at is...not so bad."

"They sent me there to kill me." Robert started to say. "They planned to take me out this whole time."

Y/N stood silent. Robert continued.

"And they tried to make me kill you too."

"Excuse me?" Y/N raised a brow through his balaclava.

"Yeah..." Robert sighed as he kept looking down. "I'm...sorry. I had to. It was the only way."

"Only way, huh?"

After a moment of silence, Robert inhaled and looked back up, gazing at the space in front of him.

"I'm broke, man. My sister is barely able to provide for herself and the boys. My mom...she's dying. She needs the procedure to save her life."

Y/N exhaled and leaned on the same wall Robert was sitting against. Hearing about his family...his worry about his mom...was starting to affect him.

Robert continued. "They promised me money. I was stupid enough to believe they'd actually go through with it."

"Who promised you?" Y/N asked.

"Some guy...named James Wesley. He works for some other guy and he's the one giving me these jobs."

"Jobs?"

"The case I robbed. Me trying to lure you in to the marina."

"Geez..."

Robert started to think and his eyes widened. "Oh, my God. Connie...if they were trying to go after me, what if they go after her and my nephews next?"

Y/N noticed his panic. "Calm down–"

"How can I?" Robert exclaimed and got back to his feet. "You saw how many men they got. From what I've heard, Wesley and whoever he works for have a ton of resources. They're dangerous."

"I understand that." Y/N replied, then started pacing around. He sighed. "Then we have to do something about it. Hurt them before they can act."

Robert crossed his arms as he listened to the vigilante. Y/N continued as he paced around.

"We just gotta find out where that guy, Wesley, could be..."

"I might know." Robert interjected. "There was this place I met him at on the other side of Queens, by Brooklyn. A warehouse."

"You think he could be there?" Y/N asked.

"That's the only place I know of."

Y/N nodded. "All right. Let's go."

Robert raised a brow. "Why? Why are you doing this? I tried to kill you."

"Well, I'd like to forget that." Y/N replied with a shrug. "But I know you're not a bad guy. Just a dude put in unfortunate circumstances."

Y/N continued. "You're a smart man, and I understand you were doing what you thought you had to do to provide for your family. I can't say I wouldn't have done the same if put in your position..."

Robert looked down. The teenager held out his hand.

"So I'm here to help you out of this. Let's start over." He said. "Rocket Racer? Or should I refer to you—"

"Robert." He replied and shook his hand.

Y/N nodded, also wondering whether or not to tell him his real name as well. But Robert stopped him before he could, understanding his hesitation.

"You don't need to." Robert said. "I get it. And I respect your anonymity. It's pretty smart."

Y/N smiled under his balaclava. "All right, Robert. Lead the way."

• • •

WESLEY WAS ON a call with his boss. He looked out the window of the office he was in, looking over at the parking lot where his men were unloading crates from a truck.

"They've arrived just in time, sir." He said.

"I'm pleased to hear that, James. But there are also more pressing matters at hand." His boss replied.

"Excuse me, sir?"

"I've been informed that Farrell is in the wind. Along with the so-called Spider-Man. You said they'd be taken care of."

"This is new information to me. I had a unit sent to the marina."

"Well, it seems like word reached me before my own Lieutenant. Find them as soon as possible, Weasley."

"I'm on it, sir."

The call ended. Wesley placed the phone back into his suit pocket, but before he can leave to inform some of his men of the current situation, there was a commotion outside.

He gazed out the window, seeing the two people his boss wanted dead now in the parking lot taking on the men outside. He simply walked out of the room, adjusting his suit and ready to take action.

Meanwhile, Robert and Y/N started fighting the criminals. Rocket Racer was able to use his hoverboard and other tech and watched out in case anybody used another EMP. Spider-Man had his back, watching out for any men with weapons or such gadgets that can incapacitate Robert.

A man raised his rifle at Y/N, but he quickly shot a web at the nozzle.

"I'll take a wild guess and assume you don't have a permit to hold that." He said and pulled it out of his hands. He zipped to the man and kicked him down.

"I...actually do." The man groaned on the floor as he held his stomach.

"Oh. Well then. Just don't point it at me." Y/N replied before charging at a nearby criminal.

Robert mounted his hoverboard and sped through the lot, evading gunfire and shooting at the attackers with his gauntlets. Suddenly, Wesley went onto the balcony of the building and held up a grenade launcher. He shot at Robert, but he was able to evade the projectiles.

"Kid! Watch out above!" He warned Y/N as he was fighting.

He looked up and saw the armed Wesley. Spider-Man was prepared to swing up and deal with him, but the doors to the warehouse flung open. A large man, almost seven feet tall and bulky, held an RPD machine gun and fired at the teenager.

"Holy shit!" Y/N exclaimed and backflipped away to evade the incoming bullets. A couple more normal-sized men came out from behind him holding rifles.

"Aleksei will riddle your body with holes like Swiss cheese, bug!" The Russian man shouted, referring to himself in the third person.

Y/N kept flipping away from the bullets until he finally took cover behind one of the trucks.

"Uh, Robert? We got a problem here. A literal big one at that."

He sped by, still avoiding Wesley's projectiles. "You gotta handle him! I'm still trying to deal with the suited man above holding a damn grenade launcher!"

And with that, Y/N decided to engage Aleksei by himself. He shot webs at the two gunmen beside him, disorienting for some time as he leaped toward the towering man.

"Argh!" Aleksei growled as Spider-Man got on his back. "Get off of me, Насекомое! (insect!)"

"I'm going to hope that wasn't a curse word." Y/N quipped and held on as the large goon tried to throw him off.

He tried webbing away the machine gun, but Aleksei ultimately grabbed Spider-Man's head and pulled him off. He slammed him on the floor.

He pulled him back up and threw him aside, then gripped his RPD.

"I got you now!" Aleksei said with a laugh as he pulled the trigger, but his gun didn't fire. He looked down, seeing that a blob of webbing jammed where the belt of bullets entered the gun.

"No!" He yelled. "Aleksei was going to turn you into Swiss cheese!"

"I prefer cheddar." Y/N shot back and web-zipped toward the Russian. He kicked him in the face and caused the man to drop his machine gun.

Wesley was loading his launcher when he noticed Aleksei being hit. "Sytsevich! Get up you dumb–"

Suddenly, Robert fired at the distracted Wesley and blew up the balcony he was on. He tried to hold on but the man ultimately fell off, landing on a crate before rolling onto the floor.

Meanwhile, Spider-Man kept landing hits on Aleksei, but the large man grabbed his wrist before he can land another and held him up. Y/N groaned as he clenched it tighter.

"I'm going to squash you, bug!" He growled.

Before he can do so, Robert dashed toward the Russian and got onto his back. Aleksei let go of Spider-Man as he tried to shake Rocket Racer off.

"You're one big son of a bitch." Robert breathed out, then toggled a button on his gauntlet so he can shoot him in the face. "But the bigger you are..."

Before he can fire, Aleksei grabbed onto his arm and started to pull him off.

"The more pain Aleksei gives!" The Russian interjected and slammed him onto the ground.

Robert groaned, then Aleksei went even further and stepped onto his knee with all his force. Farrell's leg snapped and he shouted in agony.

Y/N sprang back up and webbed Aleksei's face. He whined as he tried to rip it off, but the teenager slid under his legs and shot another web-line at his back. He pulled him down using all his might, and Aleksei hit the floor.

"That wasn't very nice, Aleksei!" Y/N said as he leaped on top of him.

He punched him several times in the face, each hit getting harder than the one before. Y/N stopped himself after seeing the bruising of his face, then exhaled and started webbing his torso to the ground.

Despite his injuries, the large man tried to get out of the webbing. Y/N kept shooting the sticky material all over him, and it wasn't long until Aleksei got tired and gave up.

Everybody was down. Y/N took a breath and looked at the defeated Russian and his injured ally. Preoccupied with worry at the sight of Robert, he didn't listen to the hum within his head.

Wesley got on a knee and pulled out the pistol he had on his waistband. Before he can fire at Spider-Man, Robert quickly raised his gauntleted arm fired from the floor. The rocket hit the dangling balcony above and blew it up further. The large piece of metal landed on him along with the rest of the debris burying Wesley.

Y/N went up to Robert and knelt beside him. He looked at his leg and saw the damage caused by Aleksei.

"Jesus..." The teenager muttered.

Robert groaned. "Yeah..."

"I don't think it's supposed to bend that way."

"You think?"

Y/N was prepared to carry him. He assumed he had enough webbing within his cartridge for one more swinging trip.

"No." Robert said. "You gotta go."

Before the teenager could question him, he heard sirens in the distance. They were getting closer by the second.

Robert continued. "I'm just unnecessary weight. You have to leave me here."

"Robert–"

"Trust me. Based on your notoriety, these cops aren't gonna hesitate to take you in. That's if they don't shoot you first."

Y/N kind of agreed with his take.

"Besides, somebody has to be here to explain what the hell happened." He added.

"But then they're gonna take you in too." Y/N replied.

He sighed. "I know. But...I gotta atone for this somehow. It's that...or go on the run. I can't do that. I can't abandon my family."

Y/N dropped his head and exhaled. He stood back up, seeing the red and blue lights illuminating the road ahead. They were about to enter the lot of the warehouse.

"Just go, kid." Robert said once again.

Y/N looked at him. "Everything will be okay, Robert. You and your mom. I'm sure of it."

The man didn't understand why he mentioned his mother but didn't question it. Y/N quickly ran off and with a thwip, swung away from the scene.

Robert laid down, closing his eyes and panting as the authorities parked their cruisers to investigate the area.

• • •

IT WAS THE next day when news of what transpired at the warehouse was relayed back to the higher-ups. Another one of the Lieutenants was tasked to inform the boss, who was at his penthouse in the city.

The man walked through the door and entered the living area. There, he saw the bulky man looking out of his window. He was dressed in a white suit and had his hands behind his back.

"Mr. Fisk, sir..." The man swallowed and walked closer. "We've gotten confirmation that James Wesley died from his injuries."

Wilson Fisk kept staring out onto the city, only giving a nod. The man wondered if his boss was going to give any more reaction other than that.

"Twelve years." Fisk spoke. "Twelve years of being by my side. My right-hand man, my confidant, my...friend." He turned around and faced his Lieutenant. "Have you ever lost somebody close to you?"

"Uh..." The man tried to compose himself as Fisk stared at him. "I lost my brother two years ago, sir."

"A brother..." Fisk replied. "And it hurt didn't it?"

"Yes, sir."

"This is what this is. A brother...a brother of not only mine...but ours, now lost. All because of one person."

Fisk stepped closer to the Lieutenant. He tried to relax as the incoming man intimidatingly hovered over him.

Fisk continued. "I realize now that this one person is a problem. Ever since he's appeared, he has been. He will be a thorn in my side for days to come if we don't deal with him quickly.

He turned back around and walked to the spot he was standing at before. Fisk looked down as the Lieutenant wondered who he was referring to. The Kingpin looked back up and out the window.

"Spider-Man."

• • •

THE JUDGING OF their science projects happened a couple of weeks later. It was pretty nerve-racking, especially for Peter. He had been sweating and writhing his hands throughout the event, even after they had demonstrated their device.

"Ohmygod ohmygod ohmygod." Peter muttered as he saw the judges at their table discussing what they've seen.

"Dude. Relax." Y/N told him, feigning a smile as he looked around at the other waiting students by their projects.

"You're telling me you're not nervous?" Peter asked.

Y/N nodded. "Oh, definitely. I'm about to have a freaking heart attack. But I don't wanna show it."

"Oh, man. Look at the other projects. Some got smoke. Some got lasers. Some got smoke and lasers..."

"And we got a damn arc reactor. I think we got this." Y/N replied, then looked over at the projects he was referring to and started to get nervous as well. "Those do look cool though...damn!"

A little while after, Ned, MJ, and Gwen entered the gym. They saw their friends by their display and walked up to them.

"Hey, Einstein 1 and Einstein 2." MJ greeted them.

"I'm too nervous to ask who is which." Peter said.

"They're still judging?" Gwen asked as she looked over at the table they were at.

"Feels like they've been at it for hours." Y/N replied.

"Man...thank God I decided to not do it this year. I'd be having a heart attack right about now." Ned said.

Y/N nodded. "That's exactly what I'm feeling, bro."

The three judges left their table and went up to the side of the stage. They talked amongst each other for a bit before a lady walked up to the podium.

"Midtown High students. I'd like to thank you all for participating in this science fair and showcasing how you are the future of the modern world. There were a lot of great projects and narrowing it down to only the top 3 was quite a task. But no matter what, you all should be proud of yourselves and we advise that you keep doing what you do and use that untapped potential you all hold."

She started with third place and second place.

"In third place...we have Danielle Gonzales with Cryogenic Therapy for Pets!"

The teenage girl cheered and clapped while jumping up and down. She hugged her friend that stood with her as one of the judges handed her a ribbon.

"We're doomed." Peter muttered, but Y/N lightly hit him on the shoulder.

"In second place...we have Trevor Granger and Carson Huey with the Simple Electric Motor!"

The boy dapped up his partner. The second judge shook their hands and handed them the second place ribbon.

"Yup. Toast." Peter said quietly, now shaking.

"Maybe you two should've made a super-toaster." Ned remarked.

"What exactly is that?" MJ asked.

He shrugged. "I don't know. A toaster that's super."

Y/N didn't say a word, simply waiting for the first place announcement. The female judge looked at her clipboard and was prepared to say it.

"Now in first place...the winning project in this year's science fair is..." For dramatic effect, she paused before finally announcing it. "Peter Parker and Y/N L/N with their Household Arc Reactor."

It didn't seem to hit the two friends right away. They stood there in shock as the people around them applauded and the two judges started walking up to them.

Gwen turned to Peter. "You guys won, Pete!"

He was in disbelief. "We won?" He turned to Y/N. "Holy crap! We won!"

No words came out of Y/N's mouth and he just clasped his best friend's hand, which ultimately lead to a hug. Ned applauded while MJ simply stood there and crossed her arms, giving an impressed smirk.

"Congratulations to you both." A judge said and shook their hands. Another handed them their first-place ribbon and also their respective certificates.

"Wow..." Y/N muttered as he held it.

The judge pat him on the shoulder, looking at both him and Peter. "You two are the greatest young minds I've ever seen. Keep doing what you're doing and you'll surely make a difference in this world."

They smiled as the judge left. Peter looked down at his certificate, proud of himself...but also wishing his Uncle Ben was there to see it. Y/N felt a similarly, thinking of his mother. Either way, the two friends were excited to show May and Michael.

People started to take pictures of the winners. They made it to Y/N and Peter, who had their photo taken with their project. Before the photographer could leave, Y/N made sure to call over his three other friends in which they took another photo with them.

• • •

ROBERT WAS ESCORTED into the visitation quarters of the jail. Wearing an orange jumpsuit, brace on his knee, and walking with crutches, he sat down on the chair by the glass. Across from it was his sister, Connie.

They grabbed the phone on their respective side and started to speak into them.

"Hey." Connie greeted with a smile.

Robert smiled back. "Hey, sis. Everything all right?"

"I should be asking you that."

"Don't worry about me. I'm fine. How are the boys?"

"They miss you."

He nodded. "Me too."

Robert had been in jail for the last few weeks. His sentencing wasn't going to be until a couple of months, so he's simply been waiting.

Suddenly, Connie started to tear up. Robert eased closer to the glass and gave a sympathetic look.

"Hey...hey. What is it?" He asked, then a thought popped into his head. "Is it mom?"

She nodded, but instead of giving a frown she softly smiled. Her brother wondered why so he let her explain.

"She's gonna get the procedure, Bobby." Connie said. "We got the money."

Robert was in awe. He was flabbergasted yet elated. He knew how expensive it was going to be.

"How?" He asked.

"Some group in Queens came yesterday. They explained that an anonymous donor wanted to help us." Connie answered. "Ten-thousand, Bobby. Ten-thousand."

The man couldn't believe it. He let out a relieved laugh as he looked through the glass at his sister, not being able to muster words himself.

Connie spoke again. "Whoever is giving us this...they're saving Ma. They're a hero. They're our hero."

Robert nodded, staying silent as he thought about who it could've been. He recalled the words he heard from one young teenager weeks ago, telling him everything would be okay. He smiled.

"Yeah...they are."

• • •

MONTHS WENT BY and Y/N continued his life as a student and vigilante. If he had to be honest, not much had arisen since the whole situation with Rocket Racer and Wesley, so he was mostly dealing with life as a high school freshman.

Peter walked with Y/N down the sidewalk toward his friend's apartment. Afterward, he would walk to his place which was a couple of blocks away.

"You're gonna study for Mrs. Wallace's final next week?" He asked.

"Gonna grind it out all weekend." Y/N replied. "I'm going to tackle this upcoming finals week and make it my bitch."

"Ah! Language." Peter joked. "I think the five-year-old up on the second floor heard you."

Y/N laughed. "Yeah. But in all seriousness, that is mostly my plan. While my dad's busy with the Bulletin, I'm hitting the books."

"I could see why he might be busy. A lot has happened the last couple of days." Peter replied. "May's been all nervous lately after what happened in Vienna."

Y/N nodded, understanding his friend's aunt's worry with the bombing and King T'Chaka's death. A part of her feared that the Winter Soldier would bring his terrorism to the city.

"She shouldn't worry. Everything will be fine."

Peter looked at Y/N and chuckled. "What? You're gonna fight the Winter Soldier if he shows up here?"

"Please. I don't even want that thought in my head."

They continued walking and made it to the front of his apartment. Something caught their eye immediately. Parked in front was a sleek orange Audi R8. It looked out of place compared to the other vehicles that were parked nearby.

Peter whistled at the sight. "Someone from out of town is definitely visiting somebody."

"Unless my dad won the lottery." Y/N quipped. "I'll have my fingers crossed as I go upstairs."

Peter chuckled and dapped up his friend. He bid farewell and walked down the sidewalk toward his own apartment. Y/N continued playing music through his earbuds as he walked in, took the elevator, and strolled through his floor.

His backpack was slung on one arm as he bobbed his head to the music and took out the apartment key from his pocket. Y/N unlocked the door and entered the home as he looked at his phone.

"Hey, dad." He called out as he walked down the hallway and into the living room.

"Hey, buddy." Michael greeted while sitting on the sofa. His son was still glued to his phone as he put his backpack down by the dining table and was about to enter the kitchen. "How was school?"

"It was all right. But, man, these finals are gonna be tough." Y/N replied and took out his earbuds. "Hey, there's this crazy car parked outside..."

Y/N turned to the living room and stopped. He saw his dad sitting on the couch, and across the coffee table on the other was another guy. It only took a second for the teenager to realize who it was...and he was in awe.

"Oh, Mr. L/N." The billionaire greeted Y/N as he turned to him. "Said crazy car is mine. Like it?"

The man was Tony Stark.