Y/N DIDN'T KNOW what to say initially. The sight of the billionaire, playboy, philanthropist...and Avenger, in his living room was pretty jarring. Peter would've lost his mind in his position since Stark was his biggest idol.

"Uh..." Y/N began to stammer. "What are...umm...I'm Y/N. Hi."

"Tony." He replied although he knew for a fact that the kid had known.

"What brings you...here?" The teenager asked as he crossed his arms.

"It's about time we met. I've heard a lot about you."

"Really?"

"Well, aside from the good things I've heard from Midtown, there was also that science fair you and your friend won a few months ago. Pretty cool stuff."

"Oh! Right."

"I've sent some emails. You've read them, right?" He asked, but tried winking with his uninjured eye.

Michael kept looking at his son as he conversed with the billionaire. His stare was making it pretty hard to lie on the spot, but he did anyway.

"Yeah....yeah, I've read them." He replied. "Regrading the..."

"You never told me about the scholarship, Y/N." Michael chimed in.

Y/N nodded. "The scholarship."

"The September Foundation." Tony added.

"Right."

"Remember when you applied?"

"I...guess."

Tony nodded. "I approved. Now we're in business, young man."

Michael glanced at Tony. For him, it felt pretty weird being in the same room as Stark. He's never had much of a liking for him or the Avengers, a part of him blaming them for his wife's death in 2012. But he had to put his feelings aside since he wanted to support his son in any way he can.

"Uh...Mr. Stark told me a little about the scholarship. I think it's good. I'm happy you're researching stuff like this for your future." Michael told Y/N.

"Yeah. Sorry I didn't tell you, dad. It was going to be a...surprise! Yeah. A surprise." He turned to Tony. "So...I remember reading this had...money involved. Is that true?"

The boy's improvisation got a chuckle out of Tony. "Yeah, it's pretty well funded. Look who you're talking to."

"Cool." Y/N replied.

"Can I have five minutes with him?" Tony asked Michael.

Michael cleared his throat. "Uh...sure." He looked at Y/N as he got up. "I'll be working on my article in the dining room if you need anything."

He pat Y/N on the shoulder and walked away. The teenager escorted Tony down the hall into his room, where the billionaire closed the door and made sure to lock it.

"Nice guy." Tony began as he paced around the room. "I gotta say...he looks exactly like that guy who plays Obi-Wan in the Star Wars prequels."

"He gets that a lot." Y/N replied.

Tony quickly changed the subject and went over to his desk containing his computer and other gadgets.

"Whoa, what do we have here? Retro tech, huh?" He asked. "Thrift store? Salvation Army?"

"The garbage, actually."

"You're a dumpster diver?"

"Well, my friend and I found those..." He paused. "Anyway, look...I definitely don't remember applying for whatever scholarship–"

"Ah-ah! Me first." Tony interrupted. "Quick question of the rhetorical variety."

He pulled out his phone which then projected a hologram of footage containing none other than Spider-Man. It displayed the hero stopping a car-jacking and webbing the criminal.

"That's you, right?" Tony asked.

Y/N's breathing hitched but tried to keep his cool. He crossed his arms again. "No. What...what do you mean?"

Another clip showed Spider-Man stopping a car from hitting a bus.

"Look at you go. Wow! Nice catch. 3,000 pounds, 40 miles an hour. Not easy. You got mad skills."

The last clip was of Spider-Man saving a teenage girl from being crushed by a flying car. Y/N remembered that day...the day he saved MJ.

"Same here." Tony continued. "This went viral, I remember. Whoever posted this got paid some serious ad revenue."

"That's all on YouTube, man." Y/N chuckled. "You know that's all fake, right? Editing. Photoshop."

Tony nodded and started looking around his room as the teenager kept talking. Y/N went over to his desk as he did.

"Like...that's where creepypasta videos are. Very freaky. But obviously fake. And there was that video...what is it?"

"Yeah. Oh, you mean like those UFOs over Phoenix?"

"Exactly!"

When Y/N wasn't looking, Tony moved the bundle of clothes that he had on the floor and found his duffel bag. It was already opened, and he saw the red and blue garments within.

"What have we here?"

Y/N dashed toward the bag and threw his clothes back over it. He took a breath and leaned against his wall.

"Those...are...my gym clothes." He lied.

"You go to a gym?" Tony asked.

"...yeah."

"I highly doubt that."

"Then I'm a wrestler."

"Not in those colors."

Y/N sighed, pretty much accepting that Tony knew about his alter-ego.

Tony continued. "So...you're the Spider-ling. Crime-fighting spider. You're Spider-Boy?"

After a moment of silence, Y/N crossed his arms and exhaled. "I'm Spider-Man."

"Pretty bold of you to put man in it." Tony jested. "You're what? Twelve?"

"I'm fifteen." He shot back as he walked back to his desk. "You know I was having a good day, Tony. My friend and I didn't miss our train. This DVD player was sitting in an alley, and my Algebra test, nailed it."

"Who else knows? Anybody?" Tony asked as he rummaged through his bag and picked up his red balaclava.

"My...um...my two best friends."

"Your dad?"

Y/N shook his head. "No. If he knew...I don't know how he'd react. He already has a lot on his plate. I don't want him to worry."

Tony understood and decided to change the subject once again. He grabbed a web cartridge from the bag and held it.

"You know what I think is cool?" He threw it at Y/N. The teenager swiftly caught it before it can hit his face.

"This webbing." Tony continued. "Tensile strength is off the charts. Who manufactured that?"

"My friend and I." Y/N replied and threw it back into his bag. "As well as the gadget that shoots it out."

"You've mentioned this friend a couple of times already. He your sidekick or something?"

Y/N chuckled. "No. Just a guy who's...supporting me. Support that I'm grateful for. His name is Peter."

"Parker?" Tony asked. "Wasn't he your partner in the science fair?"

"Yeah. And I wouldn't have won without him." Y/N replied.

Tony nodded. He'd have to get in touch with the other teenage genius sometime in the future.

"And the climbing of walls? You two develop adhesive gloves or something?"

"That's a long story..."

"And this." He held up the balaclava. "You really chose a red ski mask to hide your face? All it takes is for someone you know to have a good look at your eyes and you're toast."

"Yeah..."

"You're in dire need of an upgrade. Systemic, top to bottom, hundred-point restoration. That's why I'm here." Tony said.

"That's why you're here?" Y/N asked as he sat on his bed.

"Kinda. I actually need your help with something."

"My help? With what exactly?"

"You kept up with the news lately? With what's going on out there overseas?"

"...yeah."

"Well, to sum it up for your mini-genius mind, Captain America is making things worse. My team and I need help bringing him and a couple of others in. And I want you on my team."

Y/N arched a brow and let out a slight gasp of disbelief. "You want me?"

"That's what I just said." He answered. "We're gonna be headed to Germany in a few hours."

Based on the teenager's reaction, Stark believed he'd immediately accept and join him. But Y/N paused for a moment and looked down, writhing his hands and taking a breath.

"Uh...I can't." Y/N finally said.

Tony didn't think he heard correctly at first. "What?"

"I can't go to Germany. I have to stay here...in New York."

"You're kidding, right?"

"I'm not."

Tony stood up from the chair he was sitting on and kept looking at Y/N.

"What's the reason?"

Y/N looked up at him. "I'm meant to be here. Sure...there hasn't been much going on...but in case there is, I need to be there. Not in some other country across the world."

Tony's initial plan was to convince Y/N in a friendly manner and hope he'd accept immediately. But he didn't expect that the teenager would reject so quickly and be stubborn about it. He had no time to waste as Steve Rogers was still out there with Bucky Barnes and needed them apprehended.

"Look, kid. This choice you're making...it's going to have consequences. Ones that you're not going to like." He told Y/N.

"What do you mean?"

Tony sighed. "If you don't come with me, then you're going to be in the same boat as Rogers. You're gonna need to be taken in."

"What?" Y/N asked in a confused manner.

The billionaire was going to lay it all on him. "You won't be able to swing around in your gym clothes anymore. Any sight of you will warrant your arrest. And...your dad is gonna have to know what you've been doing."

The teenager didn't want to believe it. "You're lying."

"I wish I was." Tony said, then started making his way to the door. "I guess I'll have to start with breaking the news to Ewan's twin–"

Y/N stopped Stark in his tracks by webbing his hand to the doorknob. The man just stood there and sighed, looking over at the boy.

"Mr. Stark, please. I can't do this. I don't want any part of this. Going over there and getting involved...it's a huge risk. After everything's that happened...I can't. I have to stay here and take care of my friends and my dad."

Tony just looked at him, then glanced back at his webbed-up hand. Y/N decided to walk up and remove the tough webbing with his strength, freeing Tony. The billionaire rubbed his wrist and stood by the door.

"I hate to break it to you, but it's this...or you're never gonna be able to be Spider-Man again. It's that simple."

"That can't be how–"

"It's just how the world is now. I'm sorry."

There was silence for a moment as Y/N looked down and kept writhing his hands, sitting back down on his bed. Tony kept staring at the boy, a little saddened that he put the choice on him, but it had to be done.

"If that's what you want...fine. But sometimes real heroes have to get out of their comfort zone. But sure, stay here then." Tony was about to open the door. "I'll give you the courtesy of telling your dad yourself."

"Wait." Y/N spoke up, causing Stark to stop and turn back around.

The boy sighed, then continued. "I do what I do because I want to help those in need. If I have these powers and don't do anything...then the bad things that happen will be because of me and my inaction."

Y/N didn't want to deal with what was happening between the Avengers, but not doing so will affect his life as Spider-Man. He didn't want to give up being a hero, he couldn't. So he just had to do what he had to do and maybe complain about it afterward.

"You need my help? Fine. Maybe you're right about getting out of my comfort zone." He added.

Tony gave a nod, still having a straight face but proud that the teenager made the right choice.

"I'm happy to hear that. Spider-Man."

Y/N stood back up, crossing his arms and looking directly at Tony.

"You talked about an upgrade. That better have not been bullshit." He said.

The billionaire shrugged but also smirked. "I guess we'll just have to wait and see."

• • •

STARK TOOK THE teenager to the Avengers Compound in upstate New York before they could take their flight to Germany. Michael was told that they were going on a retreat for the September Foundation for the weekend.

Y/N was in the foyer of the building looking out at the lawn through the window. He was waiting to hear from Tony who had gone to discuss something with James Rhodes and was going to acquire the teenager's new suit.

As he was waiting, he heard footsteps to his left. He looked to see who was walking up to him and was yet again in awe.

"Hey." Natasha Romanoff greeted with a smile. "I hope I'm not messing up any alone time. I just wanted to see who Tony was talking about."

"Uh..." Y/N tried to muster words. "Hi! Miss Romanoff. It's...it's an honor to meet you."

"An honor? That's nice to hear. And it's an honor to meet somebody who decided to take on the spider namesake."

Y/N nervously chuckled. "I hope I'm not breaking any copyright laws."

"You're not." She replied.

The teenager nodded and continued to look out the window. The operative noticed his tone ever since she saw him in the distance.

"I'd ask if you're all right, but I suppose what you're about to get into has you a bit jittery." Natasha said.

"I just want to do my part and get this over with. So I can go back home and continue to do what I do." He replied. "Finish my finals and then maybe swing to Coney Island to celebrate."

The Black Widow had looked into him before his arrival, so she knew that he was about to finish freshman year of high school and had been Spider-Man for the past six months. She understood that he was eager to get this done and go back to his life, but she didn't want him to have false expectations.

"Look, kid. Some things might change after this." Natasha said.

Y/N looked at the redhead, arching a brow and wondering what she meant. Natasha continued.

"Unlike Tony, I don't sugarcoat things. After this is done, you're going to have to sign the Sokovia Accords if you want to continue doing what you do. And with that registration...also reveal yourself to the government. Your name will be public record."

"What?" Y/N asked, not because he didn't understand, but because he was in disbelief.

"That's just how it is now." She replied.

The teenager sighed and looked back out the window. He was now assuming that was the reason Captain America was on the opposite side of Stark and them. The soldier must've not been keen on the idea of being controlled by the government.

"I can see why Steve Rogers did what he did." Y/N muttered, feeling that he had to blurt that out.

Natasha heard his remake, but also understood. She honestly felt the same way. Steve was just that kind of guy.

"Yeah."

There was a moment of silence before Y/N looked back at Natasha and spoke again.

"Um...thank you for telling me. You didn't have to, but I'm grateful that you did."

The redhead nodded. "I can tell you're a good kid. I didn't want to keep you in the dark and have false expectations."

Y/N feigned a smile and looked down. Natasha pat him on the shoulder, preparing to leave.

"You should get ready. The flight's in about an hour."

Natasha walked away and left Y/N in the foyer. He looked back up and sighed, taking in the situation that he was put in. He had to do what he thought was right...and what Y/N believed wasn't what Tony believed.

He'd just have to wait until the right moment to act.

• • •

IRON MAN AND War Machine landed in front of the sprinting Captain America. The helicopter behind them was disabled before he could reach it.

"Wow, it's so weird how you run into people at the airport." Tony retracted his faceplate and looked at Rhodes. "Don't you think that's weird?"

"Definitely weird."

"Hear me out, Tony." Steve spoke. "That doctor, the psychiatrist, he's behind all this."

Black Panther showed up to the scene, facing Captain America.

"Captain." T'Challa said.

"Your Highness."

Tony paced in front of the soldier. "Ross gave me 36 hours to bring you in. That was 24 hours ago. Can you help a brother out?"

"You're after the wrong guy." Steve replied.

"Your judgment is askew. Your old war buddy killed innocent people yesterday."

"And there are five more super soldiers just like him. I can't let the doctor find them first, Tony. I can't."

"Steve..." Natasha called out from behind him. "You know what's about to happen. Do you really wanna punch your way out of this one?"

Steve stood silent for a moment. Tony glared before deciding to abruptly speak out.

"All right, I've run out of patience. Underoos!"

That was Y/N's signal. He leaped out from behind a luggage carrier and shot a web at Captain America's shield. Landing on top of another luggage carrier, he held the cylinder on his right arm. The teenager also sported the upgraded suit Stark had developed for him.

"Nice job, kid." Tony complimented.

He didn't say a word. There was silence as the heroes present just looked at the web-slinger. They expected a response from the teenager, but he just looked at Tony.

"I hope there are no hard feelings, Mr. Stark." Y/N said, which caused Tony confusion.

Suddenly, Y/N threw the shield at Iron Man, hitting him in the chest and sending him back. He webbed the shield again and threw it back at Steve, who caught it. Both sides were in awe.

Rogers looked at him. "Who are you supposed to be?"

"Somebody who stands for what you stand for." Spider-Man replied.

Tony got back up and activated his mask, looking at the teenager he had recruited.

"You're making a mistake, kid. Just remember you did this to yourself." He scolded.

Y/N jumped off the luggage carrier and landed on the ground. "I want to be a hero on my own terms and you're trying to take that away. I'm nobody's pet. Not the government's...and definitely not yours."

Stark immediately raised his arm and fired at Y/N, but the teenager used his spider-sense and evaded the repulsor blast. With Tony acting first, Steve decided to engage the armored Avenger and fight him.

From another part of the airport, Falcon communicated with Rogers.

"Cap, we found the quinjet. It's in hangar five, north runway."

"Get there!" He reported back after gaining separation from Tony. "Barton. Wanda. Meet them at the hangar."

Scott Lang, known as Ant-Man, grew back into the normal size and looked around.

"Wa–wait? We're fighting already?" He asked, but shrunk back after noticing an incoming War Machine.

Black Panther decided to engage the web-slinger, pretty annoyed at his betrayal. To add to the teenager's predicament, Black Widow joined in as well.

"That was unwise of you, young man." T'Challa said and ran to Spider-Man.

Y/N dodged the Wakandan's attacks. He activated his claws and swiped at Spider-Man, but the hero weaved away from them.

Y/N ducked under another one of his hits before shooting a web at his face. With him disoriented for a moment, Spider-Man used the opportunity to initiate a spinning kick and heave T'Challa several feet back.

Natasha engaged Y/N next, throwing a flurry of punches and kicks at the web-slinger. The Black Widow was a very capable fighter, a million times better than Rocket Racer obviously. There was no quip to blurt out describing her skills, just exclamations of awe.

"Jesus Christ, you're fast!"

Y/N tried to dodge more hits but the Widow ultimately leaped up and initiated her scissor-leg grapple. She brought him to the floor and held him down with his head between her thighs.

"I know a couple of folks that'd kill to be in this position." Y/N grunted, but ultimately pried her legs open and kipped back up.

Natasha swiftly recovered as well and immediately charged at Spider-Man again. Y/N kept weaving away, not wanting to hit her. He was raised to never lay a hand on a woman.

But...it was going to be something he had to do.

Y/N backflipped away before shooting a web at the jet bridge above. He looped around it and swung toward Natasha where he kicked her. The redhead was launched into the side of a luggage carrier and fell to the floor.

"I'm so sorry!" Y/N exclaimed and started to run away. He muttered to himself. "I'm going hell. I'm going to hell. I'm going to hell."

The clash between the Avengers continued. The arrival of Vision added another punch for Tony's side and synthezoid tried to prevent anyone from getting to the quinjet. For Steve's side, an overgrown Scott Lang as Giant-Man was their heavy hitter.

After War Machine got free from Scott's grasp, he chased Falcon through the skies trying to goad him into the path of one of Iron Man's nets. Y/N shot a web from the ground and tried to pull Rhodey down, but the momentum pulled him up. Before he can be dragged further, he planted his feet against a jet bridge and tugged the web-line. Rhodey stopped in his tracks.

"Tony! The kid got me!" Rhodey exclaimed.

Stark couldn't respond fast enough as Sam shot a projectile from his pack that hit Iron Man in the face. Falcon swerved to his right and moved out of the way of the incoming net.

"Nice lookout, Spider-Boy!" Falcon exclaimed as he soared away.

"It's Spider—ah forget it." Y/N shouted back as he pulled Rhodey down.

Captain America and Bucky were sprinting to the hanger where the quinjet was. Hawkeye and Wanda stayed back to keep the attention away from the running super-soldiers. Vision was quite the powerhouse though, as he ended up taking down Giant-Man before making his way to where the aircraft was.

Vision blasted the nearby tower and the debris started crumbling onto the entrance. Wanda used her psionics to keep the rubble afloat for Steve and Bucky to slide under it. Rhodey flew in and used a sonic cannon from his arm to disorient the witch, causing her to yell out in pain.

Inside the hangar, Natasha was expecting Steve and Bucky. She held up her arm and was prepared to shoot them with her Widow's bites.

"You're not gonna stop." She said.

"You know I can't." Steve replied.

The redhead exhaled as he thought for a moment. What she was about to do would surely effect not only herself but the whole situation entirely. But like the teenager earlier, she was choosing to do what she thought was right.

"I'm gonna regret this."

She moved her arm to the left and shot an incoming Black Panther. The electricity slowed him down and gave the two soldiers a chance to flee.

"Go." She told them.

With a nod, Rogers ran towards the quinjet with Barnes. Natasha kept shooting T'Challa until the aircraft flew out of the hanger.

Rhodey saw the jet soar into the sky and decided to give chase. Tony joined as well, but so did Falcon as he tried to stop the two from intercepting his colleagues.

"Vision, I got a bandit on my six." Rhodey reported to the synthezoid on the ground. "Target his thrusters, turn him into a glider."

He did as told, but the colonel didn't know Vision was a bit distracted tending to Wanda. He looked up and shot a beam out of the Mind Stone from his forehead, but Falcon tuck-and-rolled, dodging the beam. It ultimately hit War Machine in his suit's arc reactor.

Rhodey began to plummet toward the Earth, his suit now deactivated and unable to be controlled. Tony stopped chasing Steve's jet and flew back toward his friend. Sam did the same and soared down.

"Tony. I'm flying dead stick." Rhodey groaned, then after a few seconds, decided to close his eyes and accept his fate.

"Rhodes!" Tony shouted.

The colonel was prepared to hit the ground. He continued falling and kept his eyes closed...but suddenly felt weightless.

Spider-Man had dived in and caught him in mid-air. They deviated from the path of the fall and Y/N quickly started to web the area he expected them to land in. They both hit the "padded" floor and rolled to a stop. The landing still hurt, but it was better than what would've happened if he hadn't intervened.

"Ugh..." Y/N groaned as he got to a knee. "I can't believe that worked."

He was over Rhodey, who propped himself up with an arm and removed his faceplate. He took a breath and looked at the teenager.

"You caught me. You...you saved me." He said.

Y/N nodded. "It's my job to make sure nobody gets hurt. It doesn't matter which side I'm on."

Iron Man landed near them and immediately raised his arm, charging his repulsor blast to shoot Y/N.

Falcon glided down and was about to attack Tony before he could blast Y/N, but was shot down instead and incapacitated. Rhodey sat up and called out to his friend before he can fire again.

"Tony! Wait." He exclaimed, easing his way up to his feet. Tony, now unmasked, lowered his arm and walked up to Rhodey to make sure he was all right.

"He saved me." He told Stark, leaning on his shoulder. "Without him...I'd probably be dead."

Tony looked at Y/N who stood beside a downed Sam. He eased his glare then relaxed, now giving him a straight look.

"Rogers and Barnes are in the wind. Clint, Wanda, Wilson, and the shrinking guy are down. Our spat is over." Tony told Rhodey and started walking up to Y/N.

The teenager took off his mask and looked the billionaire in the eyes. The man did so too, stopping in front of him.

"I'll deal with you later." Tony said and started making his way to the unconscious Sam. "Put the damn mask back on before the GSG-9 show up and ask why a damn high-schooler is here."

Y/N stayed where he was and looked down. He gazed back up, seeing Rhodey walking up to him. The colonel pat him on the shoulder, giving him a reassuring nod before joining Tony.

Stark knelt over Sam to make sure he was breathing. He was relieved to know he didn't hurt him too much. Rhodey stood over Tony and looked at him.

"I know you don't wanna arrest the kid." Rhodey spoke.

"What makes you think I won't?" Tony looked up at him.

Rhodey just stared at his best friend, knowing well that he was mostly bluffing. Tony shook his head and looked back at Sam.

"Damn it. Fine. You're right. Mostly because you're not in the ground right now." Tony sighed. "You always get me with that damn stare."

Rhodey chuckled, then looked back at Y/N. The teenager kept looking down at his mask. After a moment, he exhaled and put the mask back on, looking out onto the field ahead.