Peter POV

Today was the day. Loki was still working in the lab being half way done with the cure but needing more time while Tony was in the kitchen waiting for me. I put on my suit underneath my hoodie and sweatshirt and walked out to the kitchen.

"Kid you ready?" Tony asks as I walk into the room.

"Yeah. Did you upgrade the suit and how's Loki doing?" I asked trying to keep my mind off of what was about to go down.

"Loki says he is 80% done with the cure and I did upgrade my suit and made some modifications."

I nod and get myself some food before taking a seat on a stool. The Tower feels empty without the rest of the Avengers to amuse everyone. I quickly eat my food and start fidgeting with my web shooters.

"Hey kid?"

"Hmm?"

"I'm sorry for getting mad at you for going after Dr. Oc, it's just that I was really worried for you. I thought you would get killed," he said.

I looked up at him and could see in his eyes that he did regret what he said.

"It's okay, it was out of frustration besides I was being completely stupid anyways," I said smirking at him.

"Really you forgive me? Wow kid I'm impressed. Speaking of being stupid, how is your eye?" Tony asked looking at my face worriedly.

I felt up reached up at my eye and felt it. From what I could tell it was still super swollen and probably looked black too.

"It doesn't hurt, but the vision is a little blurry out his eye," I mumbled.

"Okay well tell me if you get blindsided again because you were super jumpy when you couldn't see who you were fighting, as anyone would be."

I smirked at him and gave him a run through of the plan for the thousandth time. We were still deep in conversation when Loki suddenly walked into the room.

"I have finished the cure," Loki said happily looking at me and Tony.

"That's awesome when can we give it to them?" I asked getting giddy again.

"Not until after we stop Dr. Octavius. If we give them the cure now the doctor could figure out some way to take over them again, and that wouldn't be good," Loki finished.

I nodded and looked at Tony for conformation.

"Antlers has a point. We will wait until we stop the doctor," he looked at his watch, "we have one hour. Better start heading over there."

I nodded and started following him to the car, Loki stood still.

"Loki come on we need to go," I said motioning for him to come to the elevator.

"I'm sorry Peter but I can not assist you in this battle," he said sadly.

"What? Why not!" I shouted getting nervous now.

"The doctor has already tried to control me, I fought it off. If I go out there in this weak state he will get me no doubt about it. I'm sorry Peter but for your safety I am locking myself in a cell," he said heading towards where the cells are.

"No Loki don't! Please!" I shouted when he didn't turn around.

I was about to run out of the elevator when I felt Tony wrap around my waist. I struggled but his grip never loosened until I was in the car and driving away from base.

"I'm sorry kid but we will see him again after the battle," Tony said breaking the silence that had fallen over us.

"Okay," I muttered trying not to break.

We drove for a good hour when we finally arrived at my school. Me and Tony got out and headed towards the entrance. We got through easily because Tony was in disguise so there were no swarms of people or press. When we were in I found out where Dr. Octavius was showcasing and me and Tony headed over to the area.

"Mr. Stark I'm going to go change," I muttered when we got to the sight.

"I'll clear people out," Tony muttered while calling on his suit.

I left and headed towards the bathroom taking off all of my clothes and changing into my mask. When I came back out the charity fundraiser had fallen into disaster. People were screaming and running away from where me and Tony just were and not to mention the giant Dr. Octopus sitting on stage. I jumped into action and ran towards the stage to get him. I was almost there when I was suddenly shoot with a huge blast. I got thrown onto my back and was about to get up when something went on top of me and pinned me to the ground.

Why isn't my spidey sense going off?

I looked around the best I could with the person on me trying to find an explanation. I looked at the person and my heart skipped a beat.

Mr. Stark?

I scrambled out of his hold and jumped up looking at him.

"Mr. Stark, why are you going this?" I asked completely confused by what was going on.

"It is my mission," He muttered coldly and without emotion.

I couldn't help myself, I started to cry. I couldn't believe my dad- my boss - was being controlled. I was quickly knocked back to my senses by a punch from Tony.

Time to fight.

I wiped my eyes behind my mask and jumped up to the nearest booth. When he followed I slung myself onto him and started to rip at his suit, no suit no Iron Man. I was able to dismantle one of his repulsers when he hit me with his arc reactor blast. I shot backwards and heard the notifying crack of my leg.

Great.

I got up and limped to where he was standing. When he saw me he aimed all his weapons at me. I stood my ground and waited the last second until he activated everything. I swung myself out of the way and over to a popcorn booth while he turned back to me. He aimed his guns back at me but when he shot this time nothing came. He had wasted all his ammo on the last attack. I had the upper hand. Before 'Iron Man' could realize what he had done I shot him with my web shooters and tied him to the ground. He struggled for a while but then gave up. He couldn't break my webs. I smirked to myself behind the mask and went towards where Dr. Octopus was. He looked at me limping towards him and smirked menacingly.

"Hello bug," he snarled when I stopped in front of his stage.

"Actually it's arachnid," I panted back at him.

"Whatever," he growled.

"Why are you doing this? I just met you," I said completely confused of his motive.

"I want to kill the pest that ended my business... Tony Stark."

"Maybe your eyesight is bad or something but I sure as hell aren't Tony Stark," I laughed.

He suddenly shot out one of his metal arms and before my spidey sense could warn me it was around my waist lifting me up.

"What the hell," I muttered.

"I know but you helped him destroy me, Peter Parker. Remember that fun project he gave you? To decipher what company was selling to terrorists. Well they were real companies and he needed help deciding who was the perpetrator, he couldn't figure it out. But you did and in doing so you destroyed me, so I am just returning the favor," he snarled while the arm squeezed me harder.

I winced and grabbed at the arm trying to loosen it's grip on me.

"No no spidey we shan't break expensive things," he clicked his tongue.

I winced as the grip kept tightening. Suddenly an idea popped in my head and I put it into action.

"Karen contact Loki," I gasped.

"Okay Peter."

"Peter what's wrong?" Loki said through the com.

"Loki, Tony is tranced too. You need to give everyone the serum now! Do you hear me? Right no—" I screamed when I was suddenly cut off.

Dr. Octavius had hit me across the head with a metal pole knocking me out for a good few hours, Great!

~¥~
Loki POV

"Loki, Tony is tranced too. You need to give everyone the serum now! Do you hear me? Right no—" Suddenly Peter's voice cut off and all I heard was static.

"Peter! Peter!" I screamed.

When I didn't get a response I ran down stairs and grabbed the serum. I then distributed it in everyones waters including mine. If it works correctly it should act as a cure to those affected and in my case it should make me immune. I give everyone their drinks.

"Bottoms up," I mutter while drinking the water with everyone else.

Let's see if this works.

I test Nat first by holding a picture of Spider-Man in front of her.

"Why are you showing me a picture of Peter?" She asked groggily.

"Oh, thank Odin," I muttered unclasping her and everyone else.

Everyone looked extremely confused.

"Sit tight, I will explain everything..."

~¥~