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smile, the worst is yet to come

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    He could feel himself falling apart. Dissolving into ashes. The world grew dark as his eyes burned away. "I don't want to go, I don't wan' to—" The words slurred together, and he could taste his tongue disintegrating before—

Everything was gone.






    Peter shot awake, flinging restricting covers off of himself as he tumbled out of bed. The world was so bright . He overslept and sunlight streamed through his window, lighting olive green walls, highlighting dust motes floating through the air in front of cluttered shelves and— a siren wailed outside— it smelled like air fresheners and— a dog scrambled across the ceiling, the floors of the apartment above—


He curled up on the hardwood floor, eyes closed, hands pressed hard against his ears, but it didn't keep out the -- voices chattered indistinctly -- cars drove through the streets outside— the floor shook minutely as someone— Aunt May— walked through their apartment.

"—Peter?" The light knock on his door could've been an explosion.

He-he couldn't breathe. Everything was too much , too distracting, he couldn't focus and he needed to, needed to focus on breathing but all he could do was shake-- shake apart into pieces that drifted away— he didn't want to go, he didn't want to die, oh god oh—

"—eter? Peter, listen to me! It's okay, is okay, I'm here. Breathe with me, okay? In, two three—  out, two three—"

Aunt May. Aunt May. She was alive, she was okay.

But he wasn't— he felt himself die— he was dead. What was going on?

Aunt May was still talking, he— a car honked— he flinched, pushing his forehead into his knees— knees that shouldn't be there, he felt them slough off as he died like everyone around him had died, the nice space aliens who had turned to dust before his eyes and all that was—

A hand touched his arm, a voice cried his name but it was so loud he couldn't focus on it, couldn't hear right. And of course he couldn't hear right— a sob shoved its way out of his throat— his head crumbled to pieces—

There were arms around him— Mr. Stark held onto him as he felt his organs decompose inside him, and it was all so fast so fast he didn't want to die—


The arms around him tightened, a hand moved across his hair. It wasn't Mr. Stark— it definitely didn't smell like him. No this was—

Aunt May, who smelled like her perfume and burned pancakes, who was whispering that it was fine, he was safe now, everything was okay. He- twisted to bury his face against her neck as he cried and tried to catch his breath and tried to make sense of it all.


How long they sat there, curled around each other, he didn't know. He didn't know anything. Even after he caught his breath and calmed enough to stop shaking and crying -- the anxiety replaced with only numbness— nothing made sense. He died, that much he knew for sure. Everything was— had been— so real. Too real to be a dream. Dreams didn't hurt like being flung around by a Hulk-sized purple alien did. And—

Yeah, Hulk-sized purple alien. His dreams could get strange sometimes, but not that strange. And besides, he barely recalled his own dreams, but this? His memory was too clear.

Eventually, Aunt May coaxed him off the floor and into the kitchen, where indeed there were burned pancakes, but there were a good number of unburnt ones too, and they both settled down to eat the now-cold breakfast.

"I'm here, Peter, if you ever want to talk to me. About anything, not just," she lifted a hand to gesture, but flattered, as though not sure what could express— "that." Her eyes met his, only for a second before his own gaze skittered away. "I love you, Peter."

"I love you too." His voice came out weak, hoarse. He cleared his throat, speared another piece of cold, syrup-coated pancake, and shoved it into his mouth to put off speaking for just a bit longer.


Of course, he couldn't put off the awkward questioning for too long. Aunt May was worried about him, she always was.

"Did something happen, at the party last night?" she asked.

His eyes flicked towards her again- registered the worry and concern on her face, pinched brows and sad eyes, and... He looked away again, down at his almost-empty plate. The party? What party? He hadn't been to a party since— "Liz's party?" He cringed at his voice, not only from the roughness, but the fact he hadn't meant to speak aloud to begin with.

"Was there any other party?" Aunt May asked, trying for a joking tone and not quite managing.

"Oh. Uh. No. It was— the party was. Fine. Uh, a bit loud. Too loud. I left early— you know." He was so confused. First he died, then he woke up, and now he's... being asked about a party that happened last year.

What happened? Time travel? That, as horrifying as the thought was, seemed like the most likely explanation. So, aliens and time travel? Some sort of, what, Edge of Tomorrow scenario? Except that happened over a really short time, that movie, they only repeated the time since meeting the aliens. And always a short time, like Groundhog Day. And it probably wasn't a Harry Potter kind of situation— except, the wizard did have a... Time Stone necklace? Was that like a Time Turner? Did the wizard cast a spell on him? But he said he'd let Peter and Mr. Stark die— but then he didn't let Mr. Stark die, after he got stabbed, he got stabbed, because Peter didn't keep the Gauntlet away from the big purple Hulk-alien, and then— and it was all Peter's fault. He got the friendly aliens killed, and the wizard who he was supposed to protect, and then himself, and Mr. Stark probably died right after—

A soft touch on his shoulder drew him out of his thoughts, and he realized he was crying again as he blinked up at Aunt May's blurry, worried face.


She pulled him into another hug, made awkward by their positions— him, sitting on the chair, her leaning over him, but it was so. Soft, his face was pressed against her warn cardigan, and warm. Comforting, as always. Aunt May was really the best at giving hugs.

He leaned further into the hug and tentatively wrapped his own arms around her, careful not to squeeze (with his strength, that would be a disaster).

"I'm here." She was crying too. "I'm here, Peter. I'll always be there for you, no matter what."

That, Peter couldn't help but think, wasn't true. Uncle Ben was proof that no one could be there for you forever. You don't know when they'll leave.

Her arms tightened around him, as though realizing the same thing. Or maybe just a response to the helpless sob that had escaped him. "If." She took a deep breath. "If someone hurt you, don't hide it. Just tell me, okay? We can get through anything . Together. Alright?"

She thought—? Oh. Okay. Yeah, that would be. A fair conclusion to make, if your teenager came home from a party and started having panic attacks and crying and wouldn't tell you why. But, still, "Nothing h-appened. At, at the party. Nothing happened. "

"Okay." A hand carded through his hair, comforting. Aunt May leaned further against him as she sighed. "Okay. But I'm here, I'm here, Peter. You can tell me about anything. I'll always love you. No matter what, I love you."

"I— you too." He pulled away from her lightly, and she let him, leaning back herself. They stared at each other, eyes both wet and teary. "Nothing happened," he whispered, and dropped his gaze.

"Oh, Peter."

Those two words made him almost break down again. Aunt May was trying so hard to help him and- he didn't even know what happened. It could've all been a dream. But. But it wasn’t. He knew it wasn’t. What he didn’t know, had no idea about, what was he would do next.

For the time being, Aunt May solved that dilemma with an offer of a movie marathon. Something to take his mind off whatever was bothering him, she said. And so it was that the smell of popcorn and butter filled their apartment and they settled down to watch Lord of the Rings.

By the time Boromir was giving his “One does not simply walk into Mordor” speech, Peter felt his head was clearer. Clear enough to try again to figure out what had happened. The very basics, he had down. That is:

  • He died.
  • He is not dead.
  • He is in the past- according to his phone, it’s Sunday, September 10th. The day after Liz’s party, the week of Decathlon.
  • He died.
  • Everyone died.
  • Okay, maybe he’s not thinking clearly.

But the point was, he was definitely in the past. He had definitely time traveled. Now that he knew what happened, and what will happen, he could figure out what to do next.

He could… Okay, so, he didn’t have a plan. He had less than a plan. But he had— seven months? That sounded right. About half a year to plan what to do when the aliens would appear.

So, yeah, he thought. Step 1: tell Mr. Stark and the other Avengers. And the ‘Exvengers’ too. Step 2: tell the world’s governments? Maybe? He wasn’t really sure if normal armies would be good in this sort of situation. The Avengers handled The Battle of New York by themselves, but they did have the help of a nuclear missile. Maybe if they nuked Purple Alien Hulk, he would die? Uh, Step 3: no step 3. Step 4: Try not to die again.

Okay, yeah. He could do this. He could totally do this.


But, tomorrow. He had half a year, so for now, he could rest. The exhaustion he had felt since waking was finally too much to ignore, and falling asleep with Aunt May’s arm wrapped around his shoulder and a movie playing quietly on the TV was easy.


Chapter Text


          The next day, he woke up too early. At some point, he had either sleepily walked to bed, or Aunt May had carried him. Either way, he didn’t remember getting back to his room and the thought of not knowing what happened made his stomach twist. A half-formed thought about waking up in a different time again worried its way into his mind. But, a quick check with his phone confirmed it still was. The past. Monday, September 11th. Which he still didn't understand— But—  It didn’t matter right now.

 What mattered was making a real plan and enacting it.

He had about half a year before the universe ended. Half a year to stop it. To gather the world and fight back against Purple Alien Hulk— whose ‘name’ was getting a bit annoying to repeat. Maybe Peter could call him PAH? Peter wished for a moment he could remember what PAH was really named. (Something with a... Th — maybe?)

But— that wasn’t important right now. You didn’t need to know someone’s name to fight them.

So, Step 1: Contact Mr. Stark. And the other Avengers, but Iron Man was the only one Peter actually had contact with… Sort of.

It was with a sinking heart that he remembered— This was before fighting the Vulture (on the Invisible Jet that was definitely not stolen from a Wonder Woman comic). He really doubted Happy was going to answer any calls.


And… How do you even go about telling someone, ‘Hey, so! I'm from the future and we all died!’ You can’t just text someone that. That definitely requires an in-person conversation. Which he would have to somehow schedule with Mr. Stark.

 But, texting Happy something would be good to start with, he decided.

 from: Peter — recipient: Happy

Hi happy. I really need to talk to Mr. Stark


As he stared down at the phone and long list of messages left on read, he couldn’t help but doubt Happy was going to care. Maybe he should— Yeah, he was going to call.

The familiar, “You have reached the voicemail box of Happy Hogan,” was the only reply he got.

“Happy! I— Have something really important to tell Mr. Stark, if you could just. Let him know. So he can get back to me, and then I can tell him- It’s really important— but it’s— I’d rather— tell him in person? If that’s— If I can.” He sighed. In a quieter voice, he added, “Uh, sorry for calling at— four AM. Uh, goodnig— good morning, I guess.”

He flopped back onto his bed. Well, nothing to do now but wait…

Yeah, it only took about 30 seconds for waiting to be too much. He felt so, restless. Jittery. He needed something to do. Maybe... He looked at his phone again.

He didn’t notice how much time had passed, but the sun was beginning to rise as he read through yet another Wikipedia page. Somehow, looking up time travel had led to movies about time travel had led to time travel theories had led to learning about paradoxes and alternate realities and quantum mechanics and – well, before he knew it, he was reading an article about high-speed bullet trains. Wikipedia binges, y’know?

A brief passing thought had him looking up magic gems— and then magic gloves. And then gauntlets once he realized that was the word he was trying to remember. It didn’t give him any information about alien artifacts, but he did find an old cartoon about ghosts that had a Reality Gauntlet powered by gemstones, so that was. Useless, but kind of cool.

Aunt May was up and taking a shower by the time he thought to look up the only new person whose name he barely remembered: the wizard, Doctor Strange.

It turns out, that wasn’t his made-up name! He was really named Doctor Strange— or, actually, Stephen Strange, MD. He was some famous neurosurgeon who disappeared after a terrible car crash.

That, Peter thought, was a really weird origin story. Though, he supposed he had no room to poke fun. Getting bit by a spider wasn’t exactly an origin story that sounded great either.

Now that he thought about it, actually, disappearing and coming back as a superhero was pretty common. Bruce Banner went missing and came back as The Hulk, Captain America was already a superhero when he disappeared, but he came back as an Avenger. Bucky Barnes disappeared and came back as a cool cyborg assassin, not really a superhero, but still part of the trend. Mr. Stark disappeared and came back and became Iron Man.

The other Avengers, he didn't know enough about to know if their origin stories had a trend. But now that was thinking about them… He really hoped the others didn’t suffer too much. PAH must’ve gone to Earth to get the last gemstone from Vision. It was only a few minutes between him leaving the planet and everyone— everyone dying. So, really, no one had time to suffer. Hopefully.

Not like— Not like Mr. Stark, who got stabbed.


Oh, great. There he went, thinking about the stuff that made him freak out again. The hairs on his arms were standing on end, and his senses buzzed with danger .

The need to do something wouldn’t leave, but there was nothing he could do. Only— he could only.

 from: Peter — recipient: Happy

Please let me talk to mr stark it’s really important


He could only wait.

 Maybe Happy didn’t realize how urgent this was?

 from: Peter — recipient: Happy

Something bad is going to happen, I need to warn Mr Stark

And have him warn the avengers

Please get back to me soon


Again, it wasn’t like Peter could tell him, ‘Hey, I’m actually from seven months in the future and we all died,’ over text. That’s really an in-person conversation. Who was going to believe— Peter himself barely— it was just. Super unrealistic, right? Time travel! That doesn’t happen! Except, it apparently did. Happen.

“Peter?” A sharp knock on his bedroom door startled him out of his thoughts. And onto the ceiling. (Being jumpy + having superpowers? Would not recommend.) He hung there for half a second that stretched on too long.

“Peter?” It was just Aunt May. He really needed to— to calm down.

“Ye—” his voice cracked. Great. He swallowed as he lowered himself to the floor as quietly as possible. “Yeah?”

The door opened slowly. May’s worried face peaked in. “You okay?”

“Yeah, I— I’m.” Actually… “Not. Not really. I’m not really— Aunt May, can I stay home today? I don’t—” feel so good, Mr. Stark. He cringed.

Aunt May stepped into the room, and his Spider-Sense wailed at him. He flinched, but it’s just Aunt May, it’s just Aunt May. She would never hurt him. He really wished his senses were less reactive.

“Hey?” She had stopped close to him, hand raised to touch him. Her voice was soft, comforting. “You okay?”

He— couldn’t really answer that. Giving up on a verbal response, he stepped forward, closing the distance between them and leaning against Aunt May for a hug, which she quickly reciprocated.

“Oh, Peter.” She sounded so close to tears – it made Peter tear up too. “I have to go to work— I won’t be here if you stay home. But of course you can.” May hesitated for a moment. “If anything’s happening at school—”

He shook his head.

She sighed. “Okay. Okay. You can tell me, though. Nothing will get better if you don’t talk about it. I can— People can help you fix things, if you just tell us what the problem is first. Okay? It doesn’t have to be me, but there’s— I’m sure there’s someone at school you can tell?”

“Yeah— yeah. Thank you. I—” He pulled back, rubbing at his eyes. When he looked back at Aunt May, she was watching him, concern written on her brow. “I love you,” he said, almost a whisper.

Aunt May’s face softened. “I love you too. Hey— Are you up for breakfast? We still have some pancakes leftover!”

Peter smiled at her cheerful tone. “That’d be great.” Together, they went to the kitchen to eat.


           All too soon, Aunt May had to leave for work, and Peter was left alone with his thoughts again.

After only a few minutes, he was calling Happy again. And again. And again.

Happy probably hated him. Peter was being to annoying, calling and calling. But it was important. It was really— He had to talk to the Avengers. To someone .

“—Something really bad is going to happen, please, Happy, you have to believe me. I have to – I have to warn everyone. I have to— Happy, please — Please— Tell Mr. Stark—”


Step 1 of his Plan To Save The World was not going very well.

But he needed to— He needed to have a plan. A better plan than they had yesterday— in the future— where everyone died . Getting the Gauntlet away could still work, but they— Though now that thought about it more, it was really. Just. His fault. He could’ve stopped it if he had only held onto the gauntlet better. But he didn’t, PAH got it back and— and everyone died. And— his phone slipped from his fingers, clattering against the floor, and followed it, sinking to the ground, back against the kitchen cabinets as he wrapped his arms around his knees.

It was like Mr. Stark said, months ago (a week from now): (if) people died, that’s on him.


Fear and guilt was eventually replaced by numbness and exhaustion, but he still couldn't stop crying. Which was dumb, he was dumb. He felt weak and tired and his eyes burned.

Even though he woke up only hours ago, he felt even more exhausted than he had last night. His stomach rolled with nausea, making him regret the small breakfast he had managed to eat with May.

Shakily, he picked himself off the floor and stumbled to his room, where he curled up on his bed. The blankets he wrapped tightly around himself would hopefully keep him from falling apart.


          He had just managed to fall into a fitful sleep when the shriekingly loud noise of a phone ringing startled him awake. Aunt May checking up on him, he thinks as he untangled himself from the blankets. He'd missed the call by the time he got loose and realized his phone was still in the kitchen.

Luckily, it rang again only a few seconds later. Grabbing it quickly, he answered without checking the caller ID. “Hi, May, I'm fine—”

“Not May.” A jolt of— fear, happiness, grief, relief, something — ran through him.

“Mr. Stark!”

“Ouch. Warn me before you yell next time.” Over his mumbled apologies, Mr. Stark continued, “I heard you've been bothering Happy all day, and if you're worried about the guy with the wings: don't be. I've got it covered, kid. The FBI is on it. You don't need to deal with everything by yourself; there are professionals who know what they're doing who can help you. They'll find the people soon and have them arrested.”

That was. Peter blinked. Okay, so apparently all he needed to do to have Mr. Stark actually communicate with him was sound panicked enough when he called? But… Peter had honestly forgotten about The Vulture.

“You there, kid?”

“Oh, yeah! I— I know who the Vulture is already, Mr. Stark.”

“What.” Mr. Stark's voice was flat.

Oh. Maybe it wasn't best to tell him quite so soon.

“How do you know? Did he find you again? Is that what happened?” Peter cringed at the sharp tone.

“No, no! Nothing like that! I just— I just. I know who he is.”

“Did you track him down?”

“Nnnn- I guess?”

When? You were home all day yesterday— at least Spider-Man was. You didn't go out without the suit to track down criminals, did you?” Mr. Stark was starting to sound frantic. Yeah, Peter had really messed up this conversation.

“No! I— Mr. Stark, can I talk to you in person? It's a really long story, and I don't think it's— I don't think I should tell you over the phone?”

There was a long pause that left Peter cringing and expecting rejection before Mr. Stark answered. "Sure, okay. Okay. Yeah, we'll have— Happy will pick you up after school."

"I didn't go to school today."

“Are you hurt?" Mr. Stark asked instantly, voice sharp with worry.

"No, I'm. I'm— I'm fine. I'm. It's. I— I can tell you— in person—"

A long sigh crackled across the phone speakers. "Yeah, yeah. Okay, kid, Happy will be there asap. He'll call you when he is."

"Okay." The relief he felt at actually being listened to is overcome with anxiety at knowing he would soon have to talk about— about what had happened. To voice it aloud.

Before Mr. Stark can hang up, he blurts, "You'll believe me? When— when I tell you. Everything?"

"... I don't have any reason not to believe you about anything, kid." The reply is soft, still worried. After a moment, an even softer question followed, even more worried, "Do you need medical attention?”

“No, no— I'm not. I'm not hurt, not. Physically. Nothing, nothing really happened , it's just. I just. I don't know how to— I need to— I'll. I'll," he paused, took a deep breath, and tried to calm down. Think logically. Mr. Stark said he would listen to him. That was good. Step 1 was finally going well. But... believing was a whole nother thing. Peter had no proof . Nothing happened, not really. Not yet. But it was real to him; he knew it was real, but it hadn't happened. He woke up in the past with only memories, and. How unbelievable was that? More aliens, Infinity Stones, an adventure that sounded like something out of a bad DnD campaign. Purple Alien Hulk. Mr. Stark getting stabbed and everyone dying before his eyes before he too—

"Hey! Kid, kid, Peter! "

He gasped in a breath. Tried to reply, only ended up making a soft whining noise.

"Peter, you with me? It's alright, it's— Happy will be there soon. Ten minutes, less."

"Mr. Stark—" or at least, that's what he tried to say. The end result came out garbled, incomprehensible.

"Need a distraction? That helps, right? Helps me. I've been— no that's— okay: safe topic, completely safe." And then he began telling Peter about the new StarkPhone, the upgrades he had made personally for it, how he had debated making his own version of Siri- 'because, honestly, he could and did make better AIs than that when he was 17'— and because Microsoft released a Cortana app for StarkPhones, and 'that was just insulting.'

It's nice , it was, but it also made him remember Mr. Stark holding onto him as his body fell apart, trying to comfort him as he died. This was, he realized a bit hysterically, going to be so much harder than he thought.

Still, it was, it was a welcome distraction. It took a few minutes, but it helped. As Mr. Stark was telling him about a robot named ‘Dummy’ he made in college, Peter even managed to voice a question— just a simple, “You named your learning robot Dummy? ” (“I was drunk. Don't do drugs, kid. And definitely don't science while you're on drugs. Words of wisdom: remember that.”)— And he even managed to laugh at Mr. Stark’s stories of Dummy and why he deserved his name.

His barrage of information was too-soon cut off by Happy's arrival. The driver was waiting on the street outside, Mr. Stark told him, and Peter has to— hang up and probably change his clothes, and while Mr. Stark's rambling had helped ( a lot, actually), he was still on edge. His Spider-Sense prickled with anxiety for dangers he knew logically weren't there.

But, he could do this. Just. Hang up the phone, get dressed in clean clothes— ones not covered in sweat from nightmares and anxiety.

“Everything alright, Peter?" Mr. Stark's voice sounded small from the phone held loosely in his hand, dropped away from his face.

“Oh." He raised the phone to his ear again. "Yeah, I'm. I'll be out in a minute, tell Happy.”

"Alright. If there's n-"

"Thank you," Peter blurted before Mr. Stark could hang up or Peter could lose his nerve. "Thanks for, everything."

"Of course," Mr. Stark sounded awkward, like he wasn't sure how to reply. "You don't have to thank me..." They're both silent for a second. "I'll see you soon then." With that said, he hung up, before Peter can finish saying—

"Bye..." The word trailed off as he blinked down at his own phone.


Right, well. Happy's waiting. Digging the softest shirt and sweater he owned out of his closet, he got dressed.

As he walked out the apartment door, he realized he should probably tell Aunt May he was going out. He texted her as he jogged down the stairs:

 from: Peter — recipient: Aunt May

  I'm going out. Need to get out of the house. I'll be back soon.


Spotting Happy's (Mr. Stark’s, really) car would've been easy even without the man standing beside it. Peter's face twitched into a smile that probably looked more like a grimace as Happy opened the door for him.

 The drive to— wherever, Peter wasn't really sure honestly. (Stark Tower was sold, or being sold, at this point in time, so probably... The Avengers Compound, then?)— was quiet, both Peter and Happy not willing to speak up and fill the silence.

 Instead, it was broken by the bzz of Peter's phone, receiving Aunt May's reply.

 from: Aunt May — recipient: Peter
OK. b back when I get home


He sent back a quick confirmation, and realized the car had stopped by the time he was done. Just at a light, he found, looking up. Happy was staring at him through the rearview mirror, and Peter realized how terrible he must look, bags under his red eyes from a sleepless night and too much crying, hair a mess. And really, he probably should've showered.

Happy was still staring at him.

This was getting awkward.

Chapter Text


     In the end, Happy was silent through the entire ride, though Peter felt like he was being watched, dissected with eyes the whole time. He tried to ignore it and focus on what he would say to Mr. Stark upon arriving, but the feeling of being judged was hindering him from concentrating. Making him even more nervous than he already way.

The bare bones of a plan were there, but he. He couldn’t really. Find a way to say it that wouldn’t sound ridiculous. ‘Two space aliens in a doughnut ship came to Earth to find a wizard and a magic gemstone to give to a big purple alien who wants wipe out half the universe to cure overpopulation.’

It was ridiculous. It was.

And now that Peter thought about it more— Having gemstones capable of changing reality across the whole universe, and choosing to cure overpopulation by killing people rather than creating more resources for them was. Not a good plan? At all? Unless Peter misunderstood PAH’s whole plan to start with. That was a possibility. Or… Staring out the car’s window at trees passing by, Peter wondered if the PAH was even telling the truth about that.

PAH was probably a cultist, Peter mused. Like that Cool-Aid guy. He says pretty things, draws people into his death cult. And then kills them all. Does he really believe in the ‘death is the only cure to overpopulation’ rhetoric he was preaching? Or did he just want a believable reason to wipe out half the galaxy?

With a jolt, he realized they were driving up the Avengers Compound driveway and he just wasted all his planning time thinking about what PAH’s motivation was, instead of planning.

He swallowed, the sound thunderous to his ears, and tried to keep his breathing even— in, 2, 3; out, 2, 3. He just needed to. To say what happened: Aliens come again, not Chitauri, different ones. They fight. They get stuck on the alien ship in space. They— meet up with other aliens, can’t forget about the— way they faded into dust as Peter’s spider-sense screamed at him ‘you’re next!’— Can’t— Peter swallowed again, breath stuck in his throat as his stomach twisted with nausea— Can’t forget about them.

He’s distracted again, he realized. And tried to, tried to redirect his thoughts. He just needed to tell Mr. Stark. That aliens came. That they lost. And then— and then come up with a plan and bring the whole Avengers team together again so that next time— this time— they can win.

Yeah. Yeah. Think positive— It would be fine. Mr. Stark would believe him, he’d have to believe Peter. Who would lie about. Alien invasions? Probably a lot of people, constantly, especially on the History channel, but that’s. That’s beside the point. He just— he just needed to tell Mr. St—

The back of his neck tingled with a warning that makes him jump even before— the car door snapped open to reveal Happy.

“We’re here,” he said. A bit unnecessarily. The first words spoken to Peter yet.

Peter wanted to reply, but nothing came. Instead, he mutely got out of the car— tried not to flinch at the noise of the door closing that he knew was coming but was still so loud.

He followed after Happy into the building, through smooth corridors sided by large windows. Happy had gone back to being silent and intimidating, like he was on the ride over. Peter trailed behind him silently, looking out at the view of the large yard and distant forest as he walked, hoping for a distraction, but it did nothing to stop the anxiety twisting in his stomach.

A ding signaled an elevator’s arrival; the doors popped open just before they got to it. Peter had startled at the noise, and Happy was staring at him again.

He’s concerned, Peter realized again. It’s weird, coming from Happy, who was always so aloof. Uncaring.

It was even weirder standing next to him in the elevator. With nothing but reflective walls to stare at, Peter was all too aware of the not-quite discrete glances Happy was sending his way. Luckily, the elevator ride didn’t last long, and the doors slid open with another cheerful ding only a few seconds later.

"Welcome, Happy, Mr. Parker," an oddly mechanical, yet accented voice said as they walked into the room. "Boss is in the kitchen."

"What is he doing in the kitchen?" Happy muttered, sounding. Well. Unhappy.

The second thing he’s said all day, Peter realized, and it’s to complain. How Happy got his nickname, Peter will never know. Maybe it's ironic? He mused as he’s led down another hallway to yet another room— this one a lot larger, some sort of open floor plan with more big windows overlooking a meadow and the forest outside. And sure enough, there was Tony Stark, standing at the kitchen counter.

He looked up as Peter and Happy came in, and Peter feels a jolt of— anxiety-happiness-fear-relief— an odd mix of emotions that make him more than anything just want to curl up and go to sleep again.

“Kid," Mr. Stark greeted, his voice carefully measured. Precise. Not quite emotionless, but flat, hiding emotion? Peter doesn’t really know how to describe it, but the sound made him...

It made him cringe, expect rejection already. He twisted his sweater sleeve between his fingers and stared back at Mr. Stark staring at him. Much belatedly, he realized he needed to respond. "Uh,” he said. Great job there, Parker. “Uh," his voice felt stuck in his throat. He lifted his arm to wave instead, but aborted the motion halfway through, then thought better and— his arms fluttered awkwardly.

Mr. Stark’s eyes were still on him, watching calculatingly. Peter glanced away, swallowed again, and tried to tell his heart to stop hammering against his rib cage, before he looked back, his eyes focused to the left of Tony's head.

Mr. Stark took a step towards him, opened his mouth and Peter tensed, ready for an interrogation— “Are you hungry? We have takeout: Chinese."

Peter. Blinked in surprise. What? "I— uh. I ate already."

"Alright, well," Tony, standing front of him now, clapped his hands, and Peter flinched at the sound. “I’m eating, and you can join me if you want." He waved a hand at Happy, a shooing motion, and threw an arm around Peter's shoulder, gently steering him towards the kitchen.

He wasn’t quite sure how Mr. Stark convinced Peter to join him at a bar stool at the— breakfast nook, he thinks it's called— but that's where he found himself, with a container of shrimp fried rice in front of him. (He doesn't really like shrimp fried rice, but says nothing.)

He glanced at Mr. Stark out of the corner of his eye, and realized Mr. Stark was watching him too. Peter's eyes flicked away, and he hunched forward a bit more, pulling the sleeves of his sweater over his hands and twisting his fingers across the soft Angora wool.

It was another minute before Mr. Stark spoke— a minute Peter spent trying to take deep, even breaths. While trying to think again of what he'd even say to convince Tony about the whole time travel thing.

"Probably should have asked you to bring your suit," Mr. Stark mused aloud.

Peter flinched. "My—" he swallowed, "My suit? Wh—" realization hit him. "You want to," his breath caught, "to, take it away?" Of course. Peter hadn't destroyed a ferry this time, but you can't exactly be a superhero and— and panic constantly and cry at the drop of a hat, like he's starting to now. Again.

"What? No, no. Why would— C'mon, kid, don't cry." Stark reached towards him but faltered as Peter flinched away, leaving his hand hovering over Peter's shoulder. "What did I do?" he muttered, a bit helplessly. "Stop crying. I'm not taking your suit away. (Why would you think that?) I just thought we'd replace the parachute, and fix it up so that you can't get stuck in it again. Kind of ruins the purpose of the 'chute, if that happens." Mr. Stark was rambling again, Peter realized, like he did earlier to calm Peter down. Trying to help. "I was thinking just change the deployment settings— it's supposed to go off if you're traveling at a certain speed, far enough in the air, but I'm sure we could change that, add a sensor for direction too, to make sure you back is facing up when the 'chute deploys."

"Sorry." Peter scrubbed at the tears in his eyes.

"What for?"

Peter looked at him, a bit disbelievingly. "For— freaking out on you?"

Mr. Stark stared back. "Yeah, about that..." His eyes narrowed a bit as he thought about what to say next.

Peter looked away. He'd have to start talking soon, about the spaceships that would come, the wizard, PAH. Dying.

He... Couldn't think of any way to actually say it.

For a long moment, they were both quiet, trying to collect their thoughts.

"Why the freak out? Earlier, over the phone. What happened?"

And there's the question. Peter swallowed, mouth suddenly dry. His neck tingled, goose bumps spreading across his skin. "Uh," he began, and. Can't say anything further.

What can he say? What can he say? 'I think I'm from the future?' Yeah, yeah. Simple to say, he though. He rehearsed the phrase in his mind a few more times. Opened his mouth to voice it aloud. "..." Nothing came out. His mouth was dry and his eyes were wet.

"You okay, kid?" Mr. Stark sounded... Like he wasn't sure whether to let Peter know he was worried, or to hide it. "Take your time?" he offered, uncertain.

Just talk, Peter screamed at himself. "Uh," he began hesitantly. "Have you seen that one old movie? Peggy Sue Got Married?" He cringed at the question, wondering why on Earth he had to go and introduce the topic like that.

There was a long pause as Mr. Stark gave him a blank look. "Alright, you've lost me. What does that have to do with anything?"

Talking about movies was at least something Peter could do. Even feeling mortified, it was. Easier to start the topic like this, actually. "It's this movie about an old lady who just got divorced, who goes to her high school reunion," he began. "And she passes out during it and wakes up in the past, during her senior year?"

"Can't say I've heard of it," Mr. Stark says slowly. "So— what? You're actually a really old Peter Parker?" he scoffed.

Peter flinched again. "N— not really old. I—" Mr. Stark doesn't believe him. How was he supposed to convince him? "It's how I know who Toomes is— who the Vulture is—"

"You're really going to use time travel as an excuse instead of just—" Tony cut himself off because—

A sob escaped Peter’s throat and the tears he had managed to suppress were falling freely from his eyes and. "I'm not— I'm not—" his voice was small, "I'm not lying."

"Okay. Okay! Kid, don't cry!"

The sharp, panicked tone didn't do anything to help.

"Alright, I— Time travel, okay. Say I believe you: how'd it happen?"

Another sob left Tony looking even more panicked. "I don't know,” Peter gasped. “I— I know it's not believable, Mr. Stark!"

"Okay— okay, Peter, it's okay. Just tell me everything you can, alright?" His voice was tight as he tried to force his tone to be calm and even.

Peter hunched forward even more, wrinkling his nose at the smell of the rice in front of him, and twisting the soft sweater cuffs between his fingers even more as he pulled his arms close to his chest.

Tony made a soft noise next to him, like he wanted to say something. He stilled, leaned back, worried that he's crowding too close to Peter.

Peter forced himself to be quieter— to stop making so much noise. His sobs became muffled, the tears fell silent as he tried to pull himself together. He knew this would be hard, he knew it, but. How do you even begin to tell someone that the world ends and everyone dies because they failed- Peter failed.

Evidently, he'd spent too long trying to work up the courage to talk, because Mr. Stark spoke again. "How far into the future are you from?"

That's. An easy question. Peter almost appreciated it. "Seven months." His voice was hoarse, hard to hear.

"Alright. So... The Vulture?"

Peter shook his head. "Toomes was— is— will be? Stopped. Really soon. Uh.” He scrubbed at his eye with a sleeve-covered fist. "Homecoming night."

"And when's that?"

"... Two weeks?" Peter's chest hurt. He took a few measured breaths, feeling Stark's eyes on him the whole time.

Tony sighed ever so slightly, an unnoticeable action if Peter hadn't been so wired, senses tuned in to everything around him. "What happens in seven months?"

The hairs on his arms were standing up again, or maybe they had been the whole time. "There's, um. Uh. There's— aliens?"

"Aliens." Mr. Stark's voice is flat. "Again."

"They're— different?" Peter offered. "There were. There were, two of them, on Earth— and in the ship— that we— that I saw."

"The ship."

"It was shaped like a doughnut." The words came out almost hysterical.

"Alright," Tony said, sounding resigned. "Time travel. More aliens. What else?"

"There's— there's a wizard."

"Are you—" He’s annoyed again, Peter though and he flinched, but Mr. Stark cuts himself off. He sighed, rubbed his eyes and then dragged a hand down his whole face. "Explain."

"I don't— I mean, I only met him that day—" Peter took a deep breath. "Doctor Strange. I looked him up— Yesterday. He's, he's actually a doctor, that's not just a made-up name."

"The wizard is a doctor?" He sounded tired now, not just resigned.


"Okay," Stark said with a sigh. "Alright." He rubbed his wrist absently. Took a deep breath. "Aliens. A wizard. What happens?"

"Uh." Peter took a deep breath too. "I didn't see the— I was on a field trip, on the bus, when I saw the ship? I got there as fast as I could," he added quickly, "but I didn't really— I didn't see all of the fight?"

Mr. Stark was giving him a worried look, and Peter cringed.

“But I,” he was quick to gasp out, hoping Mr. Stark isn't disappointed with him, “I was there for— you told me to protect the wizard, because the alien was after him— or his necklace, I guess? The— there's a gemstone on it, and they wanted—”

“Slow down, kid,” Mr Stark interrupted. “Take a deep breath.”

Peter did just that. And then repeated, taking a few more measured breaths. For a moment, he thinks he’s going to throw up, but the feeling faded back to an ever-present nausea instead of the sharp ‘I’m going to vomit right this second’ kind. Still, when he swallowed again he tasted acid.

“You with me?”

Peter blinked, refocusing on Mr. Stark. More time must’ve passed than the few seconds he thought. He— realized Mr. Stark asked a question, and nodded in response.

“Alright. You’re good. We’re good. Can you,” Mr. Stark was the one hesitating now, as unsure as Peter was. “You up for continuing?”

Peter nodded again. “Yeah. Yeah.” He needed to keep talking, but more words didn’t come. Instead he just repeated, “Yeah,” awkwardly before forcing himself to shut up by taking another deep breath and letting it out slowly. He needed to get to the end, to the point. “They wanted the wizard’s necklace stone.” The words were out before he could think them over and he regretted it instantly.

“His… necklace stone.” Seeing Peter’s expression, Mr. Stark backtracked, “Sorry. Continue.”

The simple apology surprised Peter. It threw him of for a moment, left him blinking in surprise. “Uh. Right, the. Necklace. It was, like a Time Turner? You know, from Harry Potter?”

“Everyone knows Harry Potter— Is that what sent you back in time?”

“I don’t— I don’t? Think so?” Actually, Peter wasn’t sure. “The wizard didn’t have it anymore, when I— He didn’t. Uh— Um.

“There was— this other alien. Who the aliens—” He was getting ahead of himself. “The aliens who came to Earth caught the wizard,” he said quickly. “You— future you?— told me to protect the wizard— sorry, I said that already.” He twisted his sleeves between his fingers again, letting the repetitive gesture ground him. “The small alien— he was big, but smaller than the other, I mean— was a wizard too, I think? His… His magic looked different from Dr. Stranger’s, but he— was telekinetic? It was pretty cool, actually. I mean, if he weren’t trying to kill us it would be cool!”

Peter almost wished Mr. Stark would interrupt him again, but the man is just staring at him, listening to Peter flounder around trying to tell him what happened—happens.

“So the— Dr. Strange was taken to the spaceship, and I followed him. And I almost rescued him! But I— didn’t.” He cringed, looking over at Mr. Stark for a reaction, but his face was carefully blank, so Peter continued. “So, I got stuck on the outside of the ship while they were leaving, and— uh, it got a little fuzzy and I think I might’ve passed out at some point—”

Mr. Stark makes a noise at that, a sharp hiss of breath, a gasp of shock maybe.

“—But I was fine! I was— I think you sent me a suit? It was really cool,” Peters reassurances turned into excitement. “It was really cool. Like, an Iron Man-inspired Spider-Man suit? I think it was nanotech, it seemed like nanotech. It was really light, and really comfortable— not that my current suit isn’t comfortable, it’s just that this one was surprisingly— I mean, it’s not surprising, at all, I—”

“I’m glad you like the suit,” Mr. Stark cut him off, and Peter has never been more grateful to be interrupted before.

“Right, right. Yeah, I got the new suit and— you activated the parachute to send me home, but I— it was a really long way down and I was— I didn’t want— I kind of— grabbed onto the ship and stayed on it?

“Yeah, that was— probably a bad idea, I’ll admit it!” Peter added quickly as Mr. Stark’s eyes twitched, the only indicator of what he was thinking. “Anyway, I got into the ship through— um, I’m not actually sure, some hatch on the outside? That hadn't closed yet? But I got on, and I managed to find you. There wasn’t anyone on the ship except the one alien, and us? It was kind of weird, I guess— uh, it was all automated? I— kind of wish we had time to study it. Alien tech— really cool, right?”

He glanced at Mr. Stark who was still watching him intently. “Very cool,” he said, encouragingly.

Peter grinned. “Yeah.” His smile faded. “Uhm. We found Dr. Strange and the alien, and he was kind of— getting tortured for the timestone, the gem, necklace. Um. But we— rescuing him was pretty easy! You blasted a hole in the wall of the ship, and the alien got sucked out and I grabbed Dr. Strange, so! That part worked out!”

“That part?” Mr. Stark asked slowly.

“Uh. Y— yeah. Uh, it. It kind of went— downhill? From there?”

Mr. Stark closed his eyes as a pained look flashed across his face. “How downhill?” he asked.

Peter chewed on his lip before answering. “Well, we crash landed the ship onto this, um, planet. And, then the ship was broken into by who we thought were other aliens working with— um, the big, the boss of the ones who kidnapped the wizard? But they were actually with us! Or, against him! So, they became our allies?”

“That's,” Mr. Stark said slowly, “good.”

“Yeah! They were able to tell us a but more information about— uh, the aliens boss. I've— I forgot his name, so I've just been calling him Purple Alien Hulk? In my mind?”


“Yeah, he's. I've never actually met the Hulk, but it seems like they're the same size? He's— the guy is. Really big.”

“You said the new aliens told you more about him?” Mr. Stark asked, redirecting the conversation back to what really mattered.

“Oh! Yeah. So, the— uhm, PAH, for Purple Alien Hulk?— wanted— wants— these things called, um. Infinite? Stones? Infinity? Uhm. Yeah, I think it was Infinity! Uh.

“Sorry,” Peter said, “I didn't really. Understand everything?”

“Tell me what you do know.”

“Right. Right. Uh, he's after these Infinity Gemstones, like the one the wizard had, and he— he told us this part himself— he wants to wipe out half the universe to bring balance to it. Using—”

He told you that?” Mr. Stark asked sharply.

Peter nodded, feeling tears build up in his eyes again. “Yeah,” his voice cracked. “Yeah, he— he. He.” Peter took a deep breath. “He succeeded. I think.”


Chapter Text

Tony was halfway across the world when Spider-Man almost gave him a heart attack.

It wasn't the kid's fault, of course. Some supervillain decided to grab him and fly him 3,000 feet into the air, causing the spider-suit's built-in parachute to deploy. An Iron Man armor had automatically been sent out to the kid's location when his rapid ascent was registered, so when Spider-Man got tangled in his parachute splashed down in the Hudson, it only took Tony and FRIDAY about three seconds to fish him out.

They were a very long three seconds.

(This kid was going to be the death of him.)

Once the kid was safe and dry, Tony couldn't even relax. Spider-Man had gotten into something way over his head and was in danger because of it. Someone selling alien tech, the kid reported, and the man in the wingsuit who dropped him into a river was with them. Tony was quick to tell him to stay back and let him handle it, but he remembered being a teenager. There was a good chance that Peter would do exactly the opposite of what he was just told.

Tony could feel an anxiety attack coming on. He left the party here was at as quickly as possible.

Spider-Boy's suit was connected to FRIDAY, and she quickly got all footage of the incident and began looking into everything she could. Tony felt a lot calmer as she told him she had the identity of one of the men Spider-Man had run into and passed the information on to the DODC, FBI and whatever other alphabet soup organizations the government had that would deal with that. They would take care of everything, and FRIDAY would keep him posted. Everything was fine, and the kid could go back to being, well, a Friendly Neighborhood Spider-Man. Everything would be fine.

(The anxiety wouldn't let him sleep, despite FRIDAY's assurances that nothing had happened to Peter, he hadn't even gone out patrolling since. Instead, Tony stayed up, improving the parachute any way he could think of to stop the kid from getting tangled up in it again. What if he had hit solid ground instead of the river? Even hitting water at that speed was dangerous. Oh God—)

He cancelled the rest of his trip and flew back to New York that night.


The drone of the plane engines finally managed to lull him to sleep, fitful as his rest was. When he woke and his plane landed, the first thing he got when was 4 texts from Happy. That was an unusually large number, for the man.

From: Happy

your kid keeps texting & calling me (6:03AM)

he says he needs to warn you and the avengers about "something bad" (6:05AM)

OK, he's freaking me out now. (9:13AM)

[attachment: voicemail.amr] (9:13AM)

Freaking Happy out? What was that supposed to mean?

After listening to the voicemail, Tony had no more idea what that meant, but was just as freaked out.

Whatever Tony expected to hear, it’s wasn’t the kid having a panic attack over the phone. The kid's usual voicemails were about things like saving cats from trees; this was anything but. Peter’s harsh breathing refused to leave his mind. Each crack in the kid's panicked voice sent a stab of pain into Tony's chest, right where his ARC reactor used to be. "Please, you have to believe me. I have to—I have to warn everyone. I have to—" punctuated by gasps and sobs.

What had the kid gotten into?

Worry had him checking FRIDAY’s logs, to see Peter hadn’t used the suit last night at all. Heart in his throat, Tony called him. It rang, and rang, and rang, eventually "This is Peter! Leave a message!"

Tony called again, only then remembering that the kid was in high school, and it was a Monday. He was about to hang up when the phone was answered.

"Hey, May." The kid's voice was hoarse, rough, likely from the anxiety attack he had earlier. "I'm fine—"

"Not May."

"Mr. Stark!" Amazing how high-pitched a teen's voice could get.

“Ouch. Warn me before you yell next time.” The kid instantly began stuttering out apologies, which Tony ignored, “I heard you've been bothering Happy all day, and if you're worried about the guy with the wings: don't be. I've got it covered, kid. The FBI is on it. You don't need to deal with everything by yourself; there are professionals who know what they're doing who can help you. They'll find the people soon and have them arrested.”

A long silence.

"You there, kid?"

“Oh, yeah! I— I know who the Vulture is already, Mr. Stark.”

"What." Fear. "How do you know?" Panic crawled into his chest, digging into his lungs. "Did he find you again? Is that what happened?” That must've been why the kid was so panicked. And Tony had been on a flight, sleeping while it all went down.

“No, no! Nothing like that! I just— I just. I know who he is.”

How? Tony wanted to scream. “Did you track him down?”

“Nnnn- I guess?”

“When?" FRIDAY told him... "You were home all day yesterday— at least Spider-Man was. You didn't go out without the suit to track down criminals, did you?” Or this Vulture tracked Peter down, an even worse thought. So much worse.

“No! I— Mr. Stark, can I talk to you in person? It's a really long story, and I don't think it's— I don't think I should tell you over the phone?”

Okay. Okay. What the fuck? Okay. His thoughts were stuck on a loop. Despite this, somehow, he managed to tell the kid that that was fine, and got Happy to pick him up. Somehow, he managed to talk the kid down from another anxiety attack, while fighting off his own. All too soon, their conversation was over, and Tony was left with even more questions.

And two and a half hours to panic by himself until Peter got to the Compound. He did not think this talking in person thing through.

FRIDAY had all of the Baby Monitor's data analyzed and ready for review as soon as Tony got to the lab. She was so great. Unfortunately, none of the information had changed since two days ago; Peter hadn't worn the suit since that night.

He was right back at square ‘what the fuck happened?’

Looking through all the suit's data had managed to waste full 40 minutes. He still had nearly two hours to wait until Spider-Man was there in person and ready to talk.

Maybe he shouldn't sell the NYC Tower... Though he doubted Pepper would appreciate owning the building just for Spider-Man meeting convenience, especially after they all agreed selling it was best. He could probably persuade her to reconsider.

Impatiently, Tony looked back at the clock. One while minute had passed since the last time he checked.

With nothing left to do but twiddle his thumbs, Tony opened up one of his NanoTech files to fiddle with. He wouldn't be able to make much progress, distracted as he was, but it was better than nothing.

An hour and a half later, FRIDAY reminded him he hasn't eaten anything since leaving India. Better fix that before she reported to Pepper.

The Spider-Kid would be hungry to, if his appetite was anything like Rogers'.

Where the food was delivered, he checked Happy's ETA. Only a few more minutes to wait.

Right on time, FRIDAY announced their arrival just before they walked in. "Kid," Tony greeted, staring at him. His hair was a mess, eyes red and shining. The oversized sweater he wore was wrinkled, like he had fallen asleep in it. Tony couldn't see any injuries, but he knew Spider-Man healed fast. He was nervously fiddling with his sweater sleeve, fingers twisted in it.

Nervous was an understatement; the kid couldn't even stutter out a response.

"Are you hungry?" Tony asked. Hopefully distracting him would help him calm down. He dismissed Happy with a wave, mouthing, 'we'll talk later,' and led the kid back into the kitchen.

He... had no idea what to do. The kid was scared, and Tony was not good at emotional anything. Now, if this was a physical problem, Tony could help him easily, could take down whatever villain he was dealing with, but. Well, it was the reason Rogers broke their team apart, wasn't it? Iron Man: yes. Tony Stark: not recommended. This was a bad idea. Tony was good at making things, not helping people.

He could only flounder, just as he had been doing all morning, trying to figure out what was wrong.

"Probably should have asked you to bring your suit," he mumbled. At least then Tony could actually feel useful, installing the upgrades he had been developing whenever the inspiration hit.

The kid flinched. Tony's eyes widened. Wrong thing to say, of course it was.

"My—" he gasped. "My suit? Wh—" The kid stuttered a bit when Tony first met him, the awe of seeing his hero overwhelming him, but it was cute. This nervous, stressed floundering was not. It hurt to listen to. "You want to," his breath caught, choking as the tears that had been shining in his eyes spilled over, "to, take it away?"

"What? No, no. Why would— C'mon, kid, don't cry." Tony reached towards him but faltered as Peter flinched away, leaving his hand hovering over Peter's shoulder. "What did I do?" he muttered, a bit helplessly. "Stop crying. I'm not taking your suit away. (Why would you think that?) I just thought we'd replace the parachute and fix it up so that you can't get stuck in it again. Kind of ruins the purpose of the 'chute, if that happens." Tony needed the kid to understand, to stop freaking out. He had been trying to get the kid to calm down, but well, he always messed up these emotional things.

"Sorry," Peter mumbled, rubbing at his eyes.

"For what?" Why would the kid apologize?

"For? Freaking out on you?"

"Yeah... About that... Why the freak out? Earlier, on the phone."



So, time travel, huh? Time travel and magic. Sometimes, Tony really hated the universe. Every time you think, 'that's not possible,' it just decides to spit in your face.

Now, Tony had to deal with an understandably freaked out kid — and he really was just a kid — on top of the confirmation that everything he had nightmares about for years was coming faster than he thought. Seven months. More aliens, another invasion. So soon after the Avengers, Earth's premiere alien-fighting team, broke up like the boyband they were. With the Rogues in hiding, Thor off-planet, Banner who knows where, and Rhodey still recovering, they had no one to protect the world when the next threat came. No one except Spider-Man, and whoever this Doctor Strange wizard was, evidently, and the kid was a mess because of it.

How many more people died this time? Did Peter really say half the universe?

"He succeeded, I think."

"He succeeded?" Tony repeated. "You think?

"I don't— I don't know for sure, but everyone— the nice aliens we were fighting with, and the, and Doctor Strange— all. They just," the kid was trying his best to piece together a sentence through the tears and panic, and it hurt just to look at, much less listen to. "They turned to dust," he finally managed.

What? "Dust?"

He nodded jerkily. "I— I, I could... I just—" He could no longer force himself to talk, instead hunching forward with a sob.

"You died too," Tony realized. He wished, more than anything, to be wrong.

Peter nodded again. His whole body trembled and shook, even as he tried not to make noise with his cries.

Tony rubbed his face. He was so not equipped to deal with this. He didn’t know what to do. He doubted the rest of the Avengers would know any more than he did, would be no help even if they weren't criminals hiding from the law. This thought brought no comfort whatsoever.
"How badly did the fight go?" Did they stand a chance, even with Rogers and his gang?

Peter took a moment to answer, so long Tony wondered if he had even heard. Eventually, he shrugged. "I thought we were going to win," he fought to keep his voice steady. "But... It didn't work. Obviously."

Right now, Tony wanted to do nothing more than make sure the kid never got hurt again. Bundle him up and keep him safe forever. But he needed to know. The world needed to know what they were up against. "Go over it with me. Play by play, tell me what went down."




So, asking the kid who could barely piece together a single sentence to explain what went down was not a good idea.

Peter’s reply was full of hesitant pauses, backtracks and stammers as he tried his best to explain. Tony felt more and more helpless as he did. He managed to get an understanding of it all, but it was full of gaps and caused more questions (albeit more specific ones) than he had before.

In summary, as far as Tony could tell: one of the aliens they (being Peter, this Doctor Strange with the Time Stone, and Tony himself) met in space had telepathic (or perhaps just empathic) abilities, and was able to, with a touch, put people to sleep. Their plan was to hold The Big Bad so she could work her magic on him, and then pull the Gauntlet he used to control the Infinity Stones off his hand. Without it, he would be a lot easier to defeat.

From what Peter described, nothing hurt this man. Even everything the Iron Man armor had to offer was useless against him. It took the whole group to hold him down, with this Mantis(?) doing her best to put him under, and even after that Peter and Tony had struggled to get the dumb glove off.

 “I managed to get the gauntlet away, but only for a second, before he woke up and took it back…”

 Tony… needed more information. “But you did get it off?” he clarified. “It is possible, and he needs it to use those powers…”

 Peter nodded weakly. He hadn’t looked Tony in the eye since he had started explaining, and was still twisting the edge of his sleeve between his fingers.


“Alright. So, there’s the solution!” he tried to force his voice to be optimistic, but it wasn’t happening. To even his own ears, he just sounded desperate. “We just need to tweak the plan a little…” He rubbed his wrist that always throbbed with pain when he got stressed. He needed more information. He couldn’t plan without knowing more. “Would,” he began hesitantly. “I don’t want to force you, if you don’t want to.” He felt like the kid’s stuttering was rubbing off on him. This was the best option, he told himself. But he really did not want to make the kid relive what were probably his worst nightmares, especially so soon. But Tony needed to know, the world needed to have a plan of attack. “Have you heard of Binary Augmented Retro-Framing?”

 Peter’s brows furrowed, but in confusion instead of the pained expression he had held for so long. “Yeah! I saw your conference on it– It’s for altering memories, isn’t it?”

 “Kind of. That was the goal,” Tony explained. “We’re not quite there yet, but what it can do is project the memories it reads. The projected memories can be altered, in the projection itself – like I showed at that demonstration – but you can also just watch the scene play out like it did in life. It doesn’t erase the original memories either way.”

“Ah,” Peter nods. “It’s a pensieve.” What? “You want to… to see my memories of the fight?”

 “If you’re okay with that,” Tony said. “I know it was,” his mouth twisted into a grimace, “traumatic. But, it could really help us.”

 “Yeah,” Peter agreed. “I—I’ll do anything to stop him. It’s fine.”

Anything. God, this kid was going to turn out just as self-destructive as him. Why did he put himself in charge of a teenage superhero?

Trying to brush aside the guilt stirring in his chest, Tony waved a hand back at the takeout still sitting untouched in front of Peter. “You sure you don’t want any of that?”

The kid shook his head.

So much for any distraction.



Despite the circumstances of their visit, the kid was practically vibrating with excitement even before they entered the lab. There was a soft smile on his face that was just. So sweet. Tony wondered if he should make the kid’s internship real. He’d love working with some real scientists outside of his chem classroom, and it would keep him off the streets and not recklessly superheroing for at least a few hours a day. Creating a real high school internship: yet another thing to add to Tony’s To-Do list.

One of the bots beeped in greeting as the kid and he walked into the lab.

“Is this Dummy?” the kid asked, smile stretching into a full grin as he waved at the bot.  

The bot waved back. They always loved to imitate. “That’s U,” Tony replied absently, heading over to the desk a forever-unfinished BARF headset lay on. “Dum-E is over there,” he pointed to the other end of the lab, behind the empty white projection room BARF would run in, “charging.”

“Hi, You!” Peter called, voice high-pitched like he was talking to a puppy. “I’m Peter!”

U chirped, Peter’s excitement feeding into his own. Introducing them was probably a mistake, Tony decided as he saw the bot rolled out of the corner of his eye, away from his field of vision.

“Oh,” Peter mumbled. “Bye?”

“He’s probably going to make you a smoothie,” Tony told him. Ever since Pepper told FRIDAY (and she, his bots) to make sure Tony ate at least 2,000 calories in a 24 hour day, they had delighted in making protein shakes. Unfortunately, just as they had done for years, they liked to add little surprises to them. ‘Oh, your joints are creaking? Must need some oil,’ or, ‘you toss this hot sauce on so many foods, you should like it in a fruit smoothie too!’ He loved his bots, but no matter how he explained, they did not understand what people can and can not eat, must less what tasted good. “Don’t drink anything he brings you,” he warned the kid.

The BARF headset was still disassembled from the last 3AM working binge Tony’s nightmares forced him on. It was easy enough to put back together, disregarding the update he had wanted to give it but never managed to.

“That’s so cool,” Peter breathed, looking over Tony’s shoulder.

He didn’t know what to say to that. So he said nothing, working in silence while the kid watched.

“Here,” Tony said after putting the last piece back. “Give it a try.” He pointed at the room the projections would come from.

Peter held the headset like it was something precious he might break. Slowly, he put it on, his excitement fading into worry again. “How does it work?” he asked.

“Think about the memory you want. It reads the hippocampus, and will project the memory into that room.” And save it so it can be reviewed later, without getting another headache caused by using it.

“… I don’t think a room is going to cut it,” Peter mumbled.

Before Tony could ask what he meant, BARF blinked to life. The world displayed was dusty and bleak, yet somehow… brighter than real life. (Was that caused by Peter’s own heightened senses? he couldn't help but wonder.) An orange and yellow sky, the occasional spot of blue poking through the clouds and dust, lit itself over the room. Red, rusty metal structures formed from the ground, with spots of debris floating lazily through the air. Yeah, okay, he could see. BARF was meant for more… normal projections. The whole scene felt cramped, but it was visible, and that’s what mattered most. Hopefully it would stay that way.

Peter – in memory – was hiding atop one of the metal structures, and the scene came to life looking down on him and the ground below, where a man in a red cape sat, waiting. This must be the Wonderful Wizard of Oz.

They didn’t have to wait long. Dark blue smoke fizzled into existence, growing, twisting with energy. From the depths of it, a man emerged. Tony’s eye’s narrowed as Peter tensed, both beside him and in the memory.

Purple Alien Hulk. Tony couldn’t fault the kid in his descriptions. The alien’s face was quite different from the Hulk’s, of course, but the body? They could be related. At least this guy wore a shirt, or, rather, gold armor. With a matching golden glove. Bingo.

“Oh, yeah,” Doctor Strangelove spoke. “You’re much more of a Thanos.”

Thanos barely looked at him, instead surveying the crash site. “I take it the Maw is dead.” After a pause, he walked towards Strange, slow, unconcerned. “This day extracts a heavy toll. Still, he accomplished his mission.”

“You may regret that,” Strange said, still sitting leisurely. “He brought you face-to-face with a Master of the Mystic Arts.”

“And where do you think he brought you?”

“Let me guess. Your home?”

Thanos stopped, still some ways away from Strange. This was the slowest Boss Fight Tony had ever seen. “It was.”

He lifted the gauntlet-covered hand, clenching it into a fist. The red stone in it glowed, and the world around them glowed with it, changing. “And it was beautiful.”

This world was to opposite of the one they were just in. The warm, orange color was gone, replaced with a clear blue sky. Below, the debris-covered terrain was could be seen for what it used to be: a plaza with large ponds, reflecting the blue sky, walkways full of meandering people, and landscaped with trees, bushes, flowers. The broken, rusty structures were teal metal and glass buildings. It could have been something as normal as a college campus.

“Titan was like most planets. Too many mouths, not enough to go around. And when we faced extinction, I offered a solution.”


“But random. Dispassionate, fair to rich and poor alike… They called me a madman. And what I predicted came to pass.”

The illusion melted away, revealing the dead world it truly was.

“Congratulations, you’re a prophet.”

“I’m a survivor.”

“Who wants to murder trillions.”

“With all six stones, I could simply snap my fingers,” he demonstrates with his bare hand, “and they would all cease to exist. I call that… mercy.”

Strange stood. “And then what?”

“I finally rest… and watch the sun rise on a grateful universe. The hardest choices require the strongest wills.”

“I think you’ll find our will,” Strange moved his arms, rubbing his hands together oddly, and they began to spark. His magic. “Equal to yours.”  He finished his spell, twin circles of light floating before each fist, as he dropped into a fighting stance.

“’Our’?” Thanos looked up.

Strange was an idiot, Tony decided.

Out of nowhere – because of course BARF couldn’t project the whole sky – a rusty old ship dropped onto Thanos’s head.

“Piece of cake, Quill.” Tony startled at his own voice.

“Sure, if your goal was to piss him off,” a new voice, Quill, replied.

As if on cue, the ship exploded with purple light. The pieces of it floated, suspended in the air as Thanos yelled, until the light changed from purple to red, and they dissolved. A thousand wingbeats echoed through BARF’s speakers as the pieces flew. They were fucking bats. Right: magic.

More confusing than that, the world around them moved so fast it blurred as projection-Peter swung from his hiding spot. BARF was meant to show mostly stationary things; Tony did not use it to for memories of flying the Iron Man suit, or swinging around as Spider-Man. Another thing to work on.

Despite the distortion of the images, he could see Spider-Man web Thanos’ head and kick him in the face as he swung by.

Another man dove at Thanos, cutting his legs.

Doctor Strange rushed him as well, with a glowing magic light sword he created. That was such a wizard thing to do.

Thanos was attacked at all angles, yet another man leaping in to stick an explosion to his back before jumping into a portal Dumbledore made. Okay, maybe the wizard wasn’t so bad.

The projections blurred even further before stabilizing, focusing on Thanos as Peter, too, leapt through portals around the titan. “Magic!” he called with every hit. “More magic!” Oh, god, the kid was having fun. This was making his anxiety over whatever happened next – Peter’s death – so much worse. “Magic with a kick!” He swung through another. “Mag-“

As he came through the last portal, Thanos grabbed Peter by the throat, slamming him into the ground. The projection shook with the force of it, and Tony saw his kid uselessly trying to pry Thanos’s hand off him. “Insect,” Thanos growled.

Peter yelled as he was thrown across the battlefield, straight into Strange, and then into debris. He heard the clang Peter’s head made as it hit the rocks with stunning clarity. Tony reached out, grabbing the real Peter beside him, keeping his shoulder in a tight grasp. Peter died here.

The whole room rumbled, speakers shaking as explosions rained from above. Iron Man, dropping everything he had against the titan in a flyby.

Everything, as it turned out, was useless. Less than useless.

Thanos sucked it into his glove with a yell, and shot it back at Iron Man, knocking him out of the sky, into one of the buildings. Tony cringed in sympathy.

Spider-Man was back on his feet by then, swinging straight in to attack Thanos. He shot his webs at the gauntlet, trying to pull it off the titan’s hand.

Despite his strength and sticking ability, Thanos was easily able to pull his arm back, and Peter with it. The kid was wrenched off his feet, straight into Thanos’s fist.

Tony grimaced. He did not want to see the rest. But he needed to, now more than ever. Beside him, Peter was trembling.

The battle seemed to take a turn for the better that, with his unfortunate knowledge of the future, Tony knew wouldn’t last. Strange was able to hold Thanos’s arm, the grey alien dove for his feet again, and Quill trapped his other hand in some gravitational force field. Peter swung in again, wrapping him in more webbing. And Iron Man was back too, grabbing hold of the gauntlet.

A portal opened above Thanos’s head, dropping out a new alien. This must be Mantis. She wrapped her hands around his head, tiny against the titan’s form, and Thanos… slowly relaxed. Not entirely, but it was less of a struggle for the group to hold him.

“Is he under?” Tony’s voice. “Don’t let up.”

“Be quick,” Mantis said, strained. “He is very strong.”

“Parker, help! Get over here.” In BARF, Peter rushed to his side, grabbing the gauntlet with him. “She can’t hold him much longer. Let’s go.”

In the corner of the projection, Quill flew in. He holstered his weapons, walking towards Thanos with a grin on his face.

“We gotta open his fingers to get it off,” Peter said.

“I thought you’d be hard to catch,” the only man without a job to do taunted. “For the record, this was my plan.” He grinned at the rest of the group. “You’re not so strong now, huh?” He moved, getting into Thanos’s face. “Where is Gamora?”

“My Gamora,” Thanos groaned.

“Oh, bullshit. Where is she?”

“He is in anguish!” Mantis cried.


“He… He mourns.”

“What does this monster have to mourn?”

“Gamora.” One Tony hadn’t noticed before spoke. “He took her to Vormir. He came back with the Soul Stone. But she didn’t.”

“Okay, Quill.” In BARF, Iron Man’s helmet melted away to reveal Tony’s face. God, it was so weird seeing future him do anything. “You gotta cool it right now, you understand?” Quill didn’t seem to be paying attention to him. “Don’t. Don’t. Don’t engage.” His voice became desperate. “We’ve almost got this off!”

“Tell me she’s lying.” Quill was ignoring him. Tony wanted to hate him, but he could understand. The absolute pain and grief and rage that overtakes you when you learn someone hurt your family. God. “Tell me you didn’t do it!”

“I,” Thanos’s voice was strained as he struggled to speak through the sleep the telepath was forcing on him, “had to.”

“No, you didn’t. No you didn’t.” And, just as Tony knew he would do but wished he hadn’t, the man punched Thanos’s ugly face. “No you didn’t!”

Too many things happened at once. His next attack destabilized Mantis, and Tony leapt from where he was to tackle him back, just as Peter pried the gauntlet fully off Thanos’s hand, cheering to himself.

And the Titan woke fully, wrenching his dumb fucking glove out of Peter’s grasp, and the kid fell back. How many times had he hit his head in the fight? Tony was sure his grasp on the real Peter’s shoulder was painfully tight, but he could stop holding onto him. Safe, relatively sound, and real.

He couldn’t look away as Thanos threw the rest of the group, and Spider-Man stumbled to his feet. Iron Man was attacking Thanos again, for all the good it did. The others were getting up, rushing to join the fight once more, but—

A wave of energy left his glove, knocking them all to the ground again. His arm stayed raised, like he was reaching for something, stone still glowing, before he seemed to pull something with his whole body.

From above, a rain of meteors showered the field. Had he pulled them from space? The dust obscured Peter’s vision before he leapt out of it.

Peter in the memory noticed before Tony did, their allies flying, unconscious, through the air. He swung for them, pulling them out of harm’s way. “I got, you! I got you!” Always the hero. “Sorry, I can’t remember anyone’s names!”

On the field below, barely visible in the distance, the dust cleared. Strange had. Multiplied. Because of course he can do that. His clones surrounded Thanos, all holding him in sparking restraints.

Not that it did any good. With another flash of purple light from the Infinity Stone, Strange’s clones disappeared, leaving only him, as he was flung back.

But in the memory, Peter turned his attention away from the battle, looking for any more of their group that needed rescuing. The sounds of it still echoed, too loud.

When he looked back, Iron Man was attacking alone. And he… actually managed to stand up to the purple lightning Thanos was throwing at him.

His suit was changing, morphing into the parts he needed to throw harder punches at his enemy. Good to know I figure out nanotech, Tony thought. At least he can say there’s one good thing about the future. But nanotech was useless as Thanos ripped apart his suit, more and more pieces flying off with every hit.

“Oh god,” he heard Spider-Man whisper, staring at the battle below. He seemed frozen, as Iron Man made a last-ditch effort to attack, forming his armor into a blade.

The titan caught it, ripped the dagger off his armor, and stabbed him with it.

Beside him, Peter made a pained noise, but Tony could barely hear it. In BARF, Thanos leaned over Iron Man, speaking. Tony couldn’t make out the words.

“Stop!” Stranger’s hoarse voice called. “Spare his life,” the wizard said, as Thanos turned to him.

“Don’t–!” Tony heard himself say. He watched in disbelief as Strange gave up the Time Stone for him.

After dropping the gem into his gauntlet, just as Quill rushed back in, guns blazing, Thanos left as quickly as he first came.

“Did we just lose?”

“Why did you do that?” Iron Man asked. The same thing Tony himself had been wondering.

“We’re in the endgame now.”

Spider-Man stumbled up to them, as the rest of the alien team joined. “Mr. Stark?” The kid’s voice was panicked. “Mr. Stark? Are you okay?” His mask was off, and from this angle Tony could see the tears on his eyes. “I don’t know what to do,” he whispered.

“It’s okay, kid.” Iron Man sat up, but made no attempt to stand. The nanotech armor faded away, bots circling around the wound in his abdomen.

“What happened?” one of the aliens asked.

“It was the only way,” Strange said.

Spider-Man’s head jerked looking around. “Something’s happening,” he warned.

Beside him, Peter choked back a sob. Tony turned, wrapping his arm around the kid’s shoulder in a half hug.

In BARF, in full HD display, that something happened. The girl alien, Mantis, faded to dust before their eyes. The whole group stared with uncomprehensive horror.

“Quill?” the muscular grey one whispered as he, too, faded, blowing away in the wind.

Iron Man stood, eyes on the last alien in front of him. “Steady, Quill.” The words did nothing to stop him from fading too.

“There was no other way,” Doctor Strange said. Tony knew what was going to happen, same as the future him on-screen seemed to, but it did nothing to stop the horror he felt as Strange, too, faded.

Peter dies too, he remembered, tightening his hold on the kid beside him.

“Mr. Stark?” No. “I don’t feel so good.” Spider-Man stared at his hands, shaking minutely. He looked at Iron Man, like Tony could do anything to help him.

Beside him, in real life, Peter couldn’t hold back his sobs. Watching this, forcing the kid through this, was a terrible idea. Tony wanted to rip that BARF headset from his head, end the projection, stop this, but he was frozen, watching it.

“I don’t—I don’t know what’s happening.” Spider-Man stumbled towards Iron Man, who met him halfway. Spider-Man fell against him, grabbing him in a hug. “I don’t—I don’t wanna go. I don’t wanna go, Mr. Stark. Please. Please,” the kid cried. The projection dimmed, Peter still desperately repeating his mantra, begging not to die. 

Beside him, the kid jerked, pulling off the BARF headset. He dropped it to the ground as he fell to his knees, curling forward, retching.

This was a terrible idea. Why did he do this. He knew no more how to defeat this Thanos than he did after only hearing Peter’s stuttering explanations, and now the kid was curled up on his floor after watching himself die again, likely suffering from a severe headache caused by BARF. And Tony could do nothing, still frozen. He felt like he had been the one stabbed. Actual, physical pain from too many emotions, all of them bad. His arm both hurt and felt almost numb.

“—day’s date is Monday, September 11th, 2017. The weather is 72F, slightly cloudy, with a 12% chance of rain later tonight.”

FRIDAY. Tony forced himself to count his breaths. He looked down, where Peter still sat with his head on his knees. “Kid,” Tony said. He didn’t know what else to say.

Peter didn’t respond, just rocked himself as he cried.

Tony sank down to sit next to him. “I’m sorry,” he said. For making Peter relive that, for it happening at all, for having no idea what to do now.

"Shit." His hands were shaking, and he had no idea what to do. "Fuck. Hey, kid, Peter? You—” He reached for the kid.

Peter lashed out before Tony could even touched him, and Tony reared back. Okay, touching the superpowered kid having a panic attack was probably not his smartest move ever. But now the kid was looking at him, at least.

"Peter," his voice was considerably softer, like someone trying to talk a startled cat into trusting them. "You with me?"

"I'm with you," he repeated blankly.

Tony continued to stare at him, his face lined with worry. “Okay.” Now what? The smell of bile hit him, and he realized the kid had been throwing up the nothing that was in his stomach. Ouch. “Let’s get you some water.” He stood, offering Peter a hand up. The kid accepted, but let go as soon as he was on his feet, taking a step back. There was an unopened water bottle on the desk. Extremely convenient and probably left there by Pepper trying to convince him to drink something other than coffee.

“Here, kid,” Tony said, handing it to him. “One of the guest rooms upstairs will have a toothbrush..." He trailed off while Peter continued to stare at him with dead, red-rimmed eyes, seeming not even to notice the water bottle in his hands.  

"Fuck," Tony muttered. "Peter? Hey, you with me?" He snapped his fingers, and Peter flinched at the sound.

“I’m—” Peter blinked at him, eyes red and wet and shining with tears. “Mr. Stark—” he whispered. I don’t want to go, please, Mr. Stark. Look at that: new things for Tony to have nightmares about. Not that he could complain, when he wasn’t the one who died.

Tony swallowed. He didn’t want to think about this anymore. “C’m’ere, kid,” he said softly, opening his arms in invitation.

Peter stumbled into them, wrapping his own arms around Tony’s back as Tony rubbed circles on his, like Pepper would do to him when tinkering in the lab couldn’t keep memories away. So much like Tony had watched himself do in Peter’s memories. He swallowed. “It’s okay,” Tony told him. Empty promises. “We’ll fix this,” he told himself too. “Everything will be fine.” It had to be.

“I don’t know what to do,” Peter confessed tearfully, his arms tightening around Tony.

“We’ll figure it out.”

Peter buried his face in Tony’s shoulder.

Now that BARF had Peter’s memory saved, Tony could use it to show anyone else that the threat was real. After some heavy redacting because he was not letting anyone else see the kid’s death. He could find some scenes of the aliens alone fighting Thanos and show those. To the World Security Council, the UN, Wakanda, the Rogue Avengers. That Dr. Strange. He would need everyone, every possible fighting power, to come together for this. Seven months, Peter said. They had seven months, but only a few to plan and implement things. They had to be prepared.

“FRIDAY,” Tony spoke. Peter shifted slightly in his arms, but didn’t pull away.

“Yes, Boss?”

“What can you find me about Doctor Strange?”

“Doctor Stephen Strange, MD. Former neurosurgeon, before a car crash injury forced him to resign. He dropped off the grid for months but popped back up and is now living in Greenwich Village. At 177A Bleecker Street, New York City, NY.”

“Cancel any meetings tomorrow. We’ll pay him a visit.”

“Sure thing, boss.”

At that, Peter did pull away, briefly rubbing any evidence of tears from his eyes before looking up at Tony. He tilted his head with frown, as though listening for something.

Peter’s phone rang. He pulled it out of his pocket, staring down at the screen with wide eyes. On the third ring, he answered, tensing. “Hey, Aunt May…” His voice was even rougher than before.

“Peter!” Tony heard the tiny voice from the phone speaker. “Where are you?”

“I’m – May, I’m sorry, I didn’t realize. I lost track of time.”

He couldn’t make out what she said next, but if had Peter hunching his shoulders in shame. “I’m sorry,” he repeated weakly.

Tony held out his hand, making a ‘gimme’ motion. Peter’s wide eyes stared up at him. “Let me explain to her—”

“No,” Peter hissed, shaking his head frantically. Then, “Nothing, Aunt May.

“I’m fine, May,” he continued after a pause. “I’m—I’m so sorry. I meant to tell you, but I lost track of time.” He cringed. “I know,” he sounded close to tears again. So similar to the voice he used in his memory. “I’ll be back soon,” he promised. “I know—” He cringed. “I just lost track of time,” Peter repeated his excuse. “Nothing…. I’ll be back soon, Aunt May.”

He sighed, dropping the phone away from his head as he slumped.

“It’s a three-hour drive back to Queens at this hour, Pete.”

Peter cringed again, shoulders pulling up as though he could hide in himself.

“Call your Aunt back. She—”

“No!” He shook his head again. “No, I can’t—I can’t let her. I can’t—She’s. She’ll be so worried, and—”

“She’s already worried.” Look at Tony Stark, the emotionally mature one for once. “Lying to her will make her worry more.” He sighed. “This is too big to hide, kid. Look at you!”

The kid flinched, dropping his head down. He was back to worrying his sleeves between his fingers, twisting them in the fabric.

Chapter Text

“She’s worried already!” Peter flinched at Mr. Stark’s tone. He knew that, he really did. “Lying to her will only make her worry more.” Peter knew. All too soon, he would have to come clean, but he. He couldn’t.

Mr. Stark sighed. “This is too big to hide, kid. Look at you!”

“I know,” Peter gasped. “I can’t – I don’t know what to do. I can’t tell her.”


“I died.” He crumbled away into nothing, ashes to ashes, dust to dust. “I can’t – How can I – I can’t explain that to my aunt!” The feel of soft sweater fabric wasn’t grounding enough; he reached up and pulled at his hair, twisting curls between his fingers. “She doesn’t even know I’m Spider-Man!” His voice grew high and hysterical.

“Peter.” Tony reached for him, and Peter took two steps back.

“I can’t,” he repeated.

“Peter,” Mr. Stark said again. “You have to. You can’t… do this. You’re nowhere near home, and just told her you would be back soon. What is she going to think when you’re not?”

He pulled at his hair, the pain and pressure of it a constant he could focus on. “I—”

“Your aunt supports you, right?”

Peter nodded jerkily.

“She can help you.”

He nodded again. She did help him.

“You can’t do this alone, kid.” 

He couldn’t. He knew that. Once Aunt May knew about his Spider-Manning, in the future, she was – well, angry at first, that he lied to her. But after a few weeks, she was supportive. She made sure he ate enough, when she found out about his metabolism. She helped him rework his schedule, encouraged him to rejoin the clubs he had dropped, to focus on schoolwork to get his grades back to what they used to be, helped him prioritize. And she talked to him when he. When he couldn’t save people.

But she was always so worried. Every time he went on patrol, he could hear her heart beat faster with stress.

He couldn’t – didn’t want to – imagine how much worse it will be for her knowing that Peter got killed being Spider-Man. Not that he would have survived in this case if he weren’t, anyway, but—

Peter shook his head.

“Okay.” Mr. Stark sounded angry now. “Okay. Let’s see how this goes instead, right? You’re going to lie to your Aunt, like you have been, because you like having a secret identity. Even though you just died. You. Literally died!” He stopped, pinching the bridge of his nose as he exhaled slowly. When he continued again, his voice was quieter, though no less stressed, “But not only are you lying to her about that, no. No, you decided to come to the Compound without telling her you would be gone? Is that right?”


“And what kind of wild assumptions is she going to have, not knowing what happened to you?”

Peter flinched.

Tony sighed. “Kid, you can’t…” He sighed again.

“Are—” Peter stuttered. “Are you – taking the suit?”

“Why is that your concern?” Tony frowned. “Should I take the suit?” He seemed to be speaking more to himself than Peter.

“No.” That was the last thing Peter needed, on top of everything.

For a moment they were both quiet. Then, Mr. Stark sighed. He seemed to be doing that a lot today, Peter noted. He cringed a little at the thought that he, Peter, was the reason. “Okay, we’re getting nowhere here. Come on, kid, at least go brush your teeth.”

Now that Mr. Stark had mentioned it, Peter was all too aware of the taste of bile in his mouth.



After his mouth was clean from the taste of bile, he took a moment to try and calm himself, splashing water on his face. Pale, sickly skin and puffy red eyes with deep bags stared back at him from the mirror. He scowled and washed his face again, trying to erase the clear signs that he'd been crying all day. 

Eventually, he realized that he'd been standing in the bathroom for who knows how long, and left. Dragging his feet, he made his way to where Mr. Stark would be waiting. 

He could hear talking as he approached, and paused in the hallway, listening. Half of the kitchen was visible from his vantage point, but he couldn’t see any people.

Mr. Stark was speaking. "—verified his memories of the future with BARF.” He inhaled slowly, exhaling in a huff. “Time travel. He’s from a little over half a year in the future. You know the – nightmares I’ve had. The aliens I saw from the wormhole?” He paused for a moment. Some sort of nonverbal communication taking place, Peter guessed, but couldn't see from where he hid. “They come back. Like I knew they would. And they kill everybody. Everyone the kid fought with died, including himself.”

“Well… shit.” A man of few words, Happy was.

“Shit indeed. I told the Avengers, that we needed to prepare for this! I told them. And where were they when the kid was fighting for his life? Nowhere to be seen!”

Happy sat silent for a long moment. “What do we do now?”

“I tracked down a new player, someone who fought with the kid in the future. In the future, can you believe what our lives are now? Strange lives in New York City, so shouldn’t be too hard to meet with. And… I guess we’ll call Rogers and his… posse. King T’challa too. We’re going to need all hands on deck for this.

“FRIDAY,” Tony asked, “When's Vision due back from his trip?”

“Next Tuesday, Boss. Do you want him to return early?”

“No. But tell him what’s going on here… If he finds Wanda and any others, he can tell them too.”

“What are we doing about the kid?” Happy asked.

“God. I have no idea, Happy. He died. I just made him relive his death with BARF. I’m going to be guilty about that for the rest of my life. He’s—” Tony floundered, trying to find the right words. “He’s scared and looking to me – to Iron Man – for help, and I don’t know what to do.

“You always figure something out.”

Mr. Stark laughed, a short, sharp sound. “Last time I tried to ‘figure something out’ to stop this Thanos,” he spat the name like a curse, “I created a killer robot that almost wiped out the world I was trying to protect.”

They were both silent for a long moment. Peter crept closer, wondering if the conversation was done. Through the doorway, he could see them: Mr. Stark paced next to one of the floor-to-ceiling windows, and Happy faced him, leaning back against the granite kitchen countertop. 

“And to top it all off,” Mr. Stark continued, “I don’t know what to do about the kid!” He ran his hands through his hair. “He needs to tell his aunt about superheroing behind her back, right?” He looked at Happy for support.

“You’ve let him get away with it for this long,” Happy said dubiously.

“Yeah, but he had us. And FRIDAY with an Iron Man suit on standby in case he needed backup. But this is different. I was reading, support networks are very important for teenagers. Friends, family, adults they can trust with their problems. And stressful home situations will affect every area of their lives!”

Huh, Peter thought. He had known that Tony considered himself Peter’s mentor, but neither of them had really defined what that meant. He was reading articles on how to care for teenagers. Sure, Peter knew Mr. Stark monitored his Spider-Man stuff, but this… Peter tried not to overthink it. He had more important things to focus on right now. "I know that," he offered instead.

Tony jumped, exaggerated only slightly. “Jeeze, kid. Don’t sneak up on me like that.” He frowned. “You know? So you’ll tell her.”

He bit his lip, worrying at it. “Mr. Stark. If… if you… traveled to the past after… dying,” his voice cracked, “would...” He took a deep breath. “Would you tell your mom what happened to you?”

Tony had nothing to say to that. He looked at Happy for assistance, but the man wouldn't meet his eye.

“Okay, well, we still have to address the fact we’re 3 hours away from your house and you didn’t tell her you would be gone.”

“I did! I did tell her, just.” Peter flushed. “I expected to be at the Avengers Tower?”

“… Okay, that’s on me. Let’s just. Get going, okay?” Tony turned. “Happy, can you go pull the car around. Spiderling and I will meet you outside.”

The man nodded. He looked at Peter as he walked past, eyebrows pinched together in concern, but didn’t pause, leaving them in stiff silence as he left the room. 

Peter rubbed his eyes tiredly. 

“Call your aunt before she charges me with kidnapping,” Tony said gently. “At least tell her when you’ll be home, Peter.” 

Much as he wanted to, Peter couldn’t argue with that. May needed to know something. He wanted to curl up and stop shaking long enough to fall asleep; he was so tired, and wrung out. But he needed to do this, so instead of collapsing on the spot, he pulled out his phone. 

May answered on the second ring. “Peter? Are you almost home?”

“…” He wasn’t. He’s still upstate and they hadn’t even left yet. Peter closed his eyes against the tears that threatened to fall from them again.

“Hey,” Mr. Stark said. “I can talk to her if you need—”

“No,” he spoke to both of them. “May, I’m…”

Is everything alright, honey? Do you need me to come get you?” The worry in her voice made ice stab his constricted lungs. He’s amazed that he’s not dehydrated, with how much he’d been crying all day.

 “I’m—” His voice hitched.

Peter?” All concern. “Talk to me, please.”

He tried, he did, but the words didn’t come. The silence stretched on, and he just wanted to say something to May to ease her concerns, but he couldn’t tell her about what really happened, and the fabricated stories he could think of weren’t right, and his silence was only making her more worried, and he could feel Mr. Stark’s eyes on him. The whole world felt like it was closing in on him, crushing him, like concrete and steel or a giant fist squeezing his throat. 

“Can I—” he managed to gasp, “Can I text you?” 

Oh, Peter...” At her heartbroken voice, the icy claws around his chest tightened further.. “Of course you can, honey.”

Peter nodded, knowing that she couldn’t see it. “Okay,” he whispered, hanging up. 

Mr. Stark’s eyes bored into him.

“I, I’m texting her,” Peter mumbled. He could taste dust in his mouth. Not real. He knew it wasn’t, even as he swallowed it along with the acid creeping up his throat. 

 “Alright. Happy’s ready with the car now, come on.”

Mr. Stark walked him out, staying close. Peter remembered walking through the compound the first time, Mr. Stark’s arm around his shoulders. It seemed like Tony was afraid to touch him now.

Peter stared down at his phone, trying to figure out what to type. 

By the time they were outside at the car, May had grown tired of waiting.

from: May — recipient: Peter
Peter, please talk to me

Happy opened the car door for him, and Peter relished the opportunity to look up from the glaring screen and murmur his thanks as he slid into the car. On the other side, Mr. Stark got in too. Peter blinked in surprise, but Tony just looked at Peter’s phone pointedly.


from: Peter — recipient: May

It’s a long story. I’m safe. Everything’s fine. But I have a lot to tell you.

Nothing was fine, really. That was a big, fat lie. But he needed May to be calm. He took a deep breath, eyes unfocused as he down at the phone screen tried to think about what to say next.

May’s reply popped onto the screen. 

from: May — recipient: Peter

You can tell me anything.

Closing his eyes, Peter took a deep breath, and tried to organize his thoughts.

I’m Spider-Man. There, that was a good place to start, wasn’t it?  I’ve been— No. No. Ugh.

For a moment, he entertains telling her. Yesterday, when I woke up— Really, 7 months from now, I – No, no, he can’t. He would figure out something else to tell her… Something… Why was this so hard? I’m Spider-Man. The other day, I got into a fight with a villain, and – Again, he wonders, should he just tell her about the time travel instead? Would that be easier? I died? Nope, no, definitely not. But if he doesn’t tell her and she finds out later...

Absently, he lifted his free hand to bite his nails.

“Need any help, kid?” Stark spoke for the first time since they left.

Peter stared down at his phone, at the mess he was trying to type. “I don’t know,” he answered honestly.

“Okay… Are you telling her the truth?”

Peter could feel Mr. Stark’s eyes on him, but kept his own gaze on the too-bright phone screen in his hands. He shook his head slowly, then shrugged. “I think… I think, that I’m – I’ll tell her about Spider-man. But not. I don’t. I can’t tell her a–about Thanos.” The name hurt to say; he could taste the phantom burn of stomach acid on his tongue. Could feel his atoms dissolve. 

“Okay.” Mr. Stark’s voice was blank. Peter wished he would through some inflection in there to tell him if he approved or was judging…. Peter slumped further in his seat.

“I was… I thought… I would tell her about Toomes – the Vulture. He, the other day—”

“Yeah, I remember that all too well,” Tony muttered.

Peter huffed out a laugh. “Yeah.”

“So, you’ll, what? Tell her you’re freaked out about what Toomes did?”

Peter nodded. “And – and, I think. That. I mean.” Peter paused to just breathe for a moment. “She’ll be mad at me about Spider-Man, and about al–almost dying,” nice, Peter, voice didn’t even crack this time, he thought to himself, “and I’ll be grounded… But she doesn’t need to know about the… time travel.”

“Grounded,” Mr. Stark said under his breath, pinching the bridge of his nose. He sighed. “Okay.”

Peter hesitantly looked over. Mr. Stark’s eyes were closed, a hand on his face. “Do. Do you…” He didn’t know if he wanted to know, really.

“Do I what? Approve?” Stark turned to face him, eyebrows arched.

Peter nodded.

“No. I don’t.” He sighed. “But I won’t tell you how to deal with your own aunt.”

Peter looked down, back at his phone. Aunt May was still waiting for a reply from him… “You want me to tell her everything?”

“You know I do.”

Aunt May lost her husband less than a year ago. Peter lost his uncle less than a year ago. He couldn’t just—just tell May that in a little over half a year, she would lose her nephew too. (Everyone would lose someone if Peter couldn’t stop this…) He swallowed down bile again.

“I can’t.” His voice was soft, cracking in the middle. “I can’t.

Stark sighed as he pulled sunglasses out of his pocket, flicking them on. “It’s your call, kid.”

So Peter went back to his phone.

from: Peter — recipient: May

I’m Spider-Man. I’m sorry for not telling you sooner. I wasn’t hurt, but a fight really freaked me out… I went to Iron Man today for advice.
I’m on my way home now

For several long minutes, there was no reply. Three dots drifted in and out of being, Aunt May typing and stopping, many, many times.

Peter trembled with anxiety.

from: May — recipient: Peter

We are going to have a long talk when you get home
When will you be back?

Peter didn’t know the answer to that. He asked aloud.

“GPS says 6:17,” Happy told him.

He repeated as much to Aunt May.

Heavy silence filled the car, more oppressive than it was before. Peter leaned his head against the cool window, trying to will his stomach to stop twisting. The sick feeling wouldn’t leave him. All he could think about was Aunt May’s disapproving face. And her sadness if she were to learn the truth.



“Happy, stop somewhere and get Spider-Boy some food… How about cheeseburgers?”

“What,” said Peter.

“It’s been how many hours since you ate something? With your metabolism, you must be starving.” 

“Mr. Stark, I – I don’t know if you saw earlier,” Peter’s voice was incredulous, “but if I eat something now, I will throw up again.” 

“Saltines and ginger ale, then. Peter, at least.”


Peter. You look like you're two seconds away from passing out.” Mr. Stark stared at him over the rim of his designer sunglasses. 

He felt about two seconds from passing out too. “If I throw up in your car,” Peter mumbled, “you’ll only have yourself to blame for it.”



“I heard, earlier,” Peter said around a mouthful of bland crackers, “that you found the wizard?” 

“Lives in New York,” Stark confirmed. “Greenwich Village. We’ll pay him a visit tomorrow, okay?”  

‘We,’ Peter though. Huh. “What about,” his voice was hoarse, choked. He cleared his throat and took another sip of ginger ale, grimacing at the carbonation fizzling on his tongue. “What about Captain America? Or Hulk?”

“Vision is looking for… the Rogue – the Rogue Avengers… already,” Stark said. “Hulk is off the grid so well even SHIELD can’t find him.”

“You don’t have any way to contact them?” Peter asked.

Stark grimaced. “Well…” He sighed. “I have a way to contact Rogers alone, but I think they’ll be more likely to listen to Vision.” At Peter’s frown, he sighed again. “I’ll call him if Vision can’t, okay?”

“And…” he hesitated, uneasy. The only things he really knew about SHIELD came from the news after all their files were leaked online, and the things reported on weren’t pretty. The Avengers trusted them, he reasoned with himself. But… But, they needed as much backup as they could get. “SHIELD?”

“FRIDAY’s on that already,” Mr. Stark assured. “She’s coming up with a report for the UN and World Security Council too. You said, well, it seemed like Strange had more information about the Infinity Stones, right? Thor didn’t tell us much—”

Thor?” Peter exclaimed, feeling more excited than he had been since before the interrupted field trip.

“Don’t tell me you like Thor more than Iron Man!” Tony gave him a mock glare, and Peter grinned back sheepishly. “Thor told us a little before he left. After,” Tony waved a hand, “Ultron.

“They’re powerful gemstones, there’s six, etc. Asgard only knew the location of three – the Space Stone in the Asgard’s vaults, the Mind Stone in Vision, and the,” he frowned, “Aether, the Reality Stone on, uh, Nowhere.”

Peter frowned. “Vision is a Stone?” That was news to him. No one knew much about Vision to begin with. 

“It’s a long story,” Stark said uneasily. 

“It’s... a long car ride,” Peter told him.