A/N: As a lot of you guys know the trailer for 'Avengers: Endgame' was released just today. And I am super excited to see Ant-Man and Captain Marvel join the team in order to restore the friends who have faded into nothingness, and finally kill Thanos for good. After re-watching 'Infinity War', I had been contemplating making a fic for a story where they DIDN'T lose the war, and Thor had actually managed to kill Thanos when Stormbreaker pierced the mad titan's heart and actually used the gauntlet to free Gamora from the soul stone.

This is going to be comfort fic centering around my two favorite MCU characters, Spider-Man and Rocket Raccoon. This takes place after the battle, and the Guardians have arrived in Wakanda alongside Iron-Man, Spider-Man, and Dr. Strange. Now, let us begin! Enjoy!

-Titan-

Peter had a horrible feeling in the pit of his stomach, he watched as he helped Tony back up off the ground. To Peter, this felt worse then the aftermath of when that spider first bit him and threw up everything he ate after it hit his belly. Thunder now caught the teenage boy's attention and he looked up to the sky after helping the injured Mr. Stark off the ground as he was clutching the knife wound Thanos had just given him with a piece of his own armor that had recently just been sealed up with an adhesive that came out of what was left of his nanobot armor.

"Something's happening" Peter heard Mantis say. His eyes gazed upon her to see that she had now been turning to ash and faded away in the wind. He now could only watch in horror as his new friends, the Guardians of the Galaxy turn to ashes and dust, with Drax being the next one to fade. Peter was now horrified, more than when he first saw 'Child's Play' for the first time late at night while Aunt May was asleep when he was eight.

"No" Peter Quill, AKA: Star-Lord whispered as he watched the large, bald and tattooed man fade.

"Quill?" he asked before disintegrated into thin air. Tony then noticed that Quill started to emit ashy flaked off his dark red leather jacket.

"Steady, Quill" he said.

"Oh man" Star-Lord only said before his body turned to dust like Drax and Mantis before. Nebula, Peter, and Tony were in shock and felt their hearts drop to the bottom of their stomachs as they watched their friends turn to absolutely nothing.

"Tony" Dr. Strange said, catching the billionaire's attention.

"There was no other way" the wizard said before his entire body faded into the wind to join oblivion with Mantis, Star-Lord, and Drax. Peter then began to feel dizzy and his nerves began feeling loose.

"Mr. Stark? I don't feel so good" the boy said as he began taking shaky small steps towards his mentor. Flakes of Ash began to come off his recently gifted 'Iron-Spider' suit. Tony now looked terrified at the teenage boy turning to what the others had become.

"You're alright" said Tony, trying to reassure the boy that everything was going to be okay when he really knew that it wasn't. Peter then lifted his right arm towards Tony and saw his arm starting to fade into ashes.

"I don't... I don't know what's happening. I don't..." the boy said before groaning and tripping towards Tony who caught him in his arms. Nebula only watched in horror to see the young man who fought bravely in the fight against her surrogate father, only to lose the time stone to him turn to dust, and everything he did turn to be in vain.

"I don't want to go. I don't want to go, sir. Please" Peter said, now crying and close to sobbing. Peter was now horrified, he still had friends and family back on Earth, and he was now unwillingly leaving them behind because of what happened. Tony hugged the boy tightly to try and comfort him in his final minutes, but Peter's tears still came down fast.

"Please, I don't want to go. I don't want to go" repeated Peter. Tony only lied him down on the ground and he looked up at the sky, with purple and blue lightning emitting throughout the dark clouds coming from the sky. His eyes then turned to face Tony one last time as his vision became blurry.

"I'm sorry" he whispered. And with that, his whole world went dark.

(Wakanda)

"NO! PLEASE NO! I DON'T WANNA GO! PLEASE MR. STARK! I DON'T WANNA GO!" Peter screamed and thrashed throughout his room that had been given to him by King T'Challa. Peter then opened up his eyes to show he was back in his room and his sheets and covers were tangled and messed up from all the thrashing he did. He also began patting down his body with his hands, to make sure his body hadn't faded like it did in his nightmare.

"Oh thank God" Peter said with a shaky voice as he collapsed back onto his mattress with tears still falling down his eyes. He then grabbed his new red iPhone XR that had been a birthday present from Tony (yes, he remembered his birthday, and Peter felt so honored and flattered that Iron-Man actually gave him a birthday present) and saw that the time was 2:37 AM in the morning. He stood back up and out of his bed, placing his phone in the pocket of his black pajama pants and readjusted his tee-shirt that had a red-panda with a Playstation controller on the front going 'Pew Pew Pew' as he played.

"It was just a dream. None of it was real. It was just a dream. None of it was real" Peter repeated over and over again to himself as he stared out the window of his room. He watched a herd of antelopes drink from the river that rested right beside the palace, and though it was pretty cool to see African Wildlife in it's natural habitat instead of at the Queen's Zoo, it didn't do much to help Peter forget about his awful nightmare.

"M-Maybe I just n-need some water. O-Or some w-warm m-milk" Peter stuttered, still shaking in his voice as he ran his hands through his messy dark brown hair. His bare feet walked across the cold linoleum flooring of his bedroom and left into the palace hallways. The floor was illuminated with small LED lights on the edges of the walkway, which guided Peter as he looked all around for some kind of kitchen or mess hall he could get something to drink from. But then something caught the teenager's ear, it was sobbing and it wasn't his own.

"H-Huh?" he whispered to himself as he tip-toed closer to where it was coming from. He saw a silver doorway slightly cracked open with a slightly dimmed light coming out from it, and peeked his eye right through it to see Rocket, the raccoon who was aligned with the Guardians of the Galaxy, whom he got to know and befriend properly after the battle of Wakanda and Titan.

"Rocket?" Peter thought to himself as he wipes his eyes free from tears and saw Rocket sitting at a kitchen island holding a small metallic Japanese-styled tea-cup with a steaming hot liquid coming out of it, struggling not to cry or sob, but Peter could see the tears come down from his eyes and sobs escape his throat. He wore attire similar to Peter's, only his tee-shirt was plain white and was one size too big for him, so his bare left shoulder was exposed through the hole where his head went through. Now he was concerned, and walked into the kitchen.

"Uh... hi" he quietly greeted. The raccoon flinched lightly and saw the boy standing at the very edge of the kitchen island, his face stained wet with tears.

"Oh, it's you. Peter right?" asked Rocket.

"Um, y-y-yeah. We sat next together at the victory feast, I shared my turkey-leg with you" Peter replied. Rocket then remembered how nice the boy was to him, he didn't treat him like a freak or a monster upon first glance, but instead he was fascinated and in awe. He also recalled that Peter actually let him have the last turkey-leg out of kindness.

"Now I remember. What are you doing up so late?" Rocket asked, trying to keep his cool and try not to look weak in front of the young man.

"I could ask you the same thing actually" replied Peter. Rocket just sighed and wipes his eyes.

"Honestly? I had a really, really, really, bad and sickening dream. I woke up screaming and thrashing and crying, I almost upchucked my dinner because of it. So I asked that Okoye lady where the kitchen was and she brought me here so I could make myself some tea to calm me down" said Rocket as he looked down at the tea-cup he held.

"Y-You know that's actually a coincidence, I had a bad dream too" Peter said, giving off a sad smile to try and cover up his pain, but Rocket could clearly see through it.

"It didn't happen to involve you turning to dust or watching someone you cared for being turned to dust did it?" asked Rocket.

"Well, both actually. I uh... watched Dr. Strange, Star-Lord, Drax, and Mantis turn to dust and then I started turning to dust myself. It felt really scary, I thought I was gonna die" Peter explained, fresh tears blurred the boy's vision and began falling down his face and staining his shirt again. Rocket's eyes slightly widened in surprise, his dream was much worse than his own. Rocket wasn't afraid to die in battle if it meant fighting for a noble cause (or even money), but watching someone he cared for more than anybody in the entire universe made his tiny little heart crumble. After hearing Peter's dream though, he felt sorry for the kid, he was young and brave with so much potential and a great future ahead of him, and to have a dream where all that was taken away because of a purple nut-sack chinned madman, that was something that required comfort.

"Well, looks like we both had the same dream. I watched Groot turn to dust and I held his remains in my arms while I cried. Thanos was even mocking me, saying Groot's death was 'necessary to achieve balance' and he started petting my back, which only made me cry even more" Rocket said, explaining his dream to Peter. He only got a chance to talk to Groot only a few times, but all he ever say to say was 'I am Groot' a language that Peter didn't even understand, but he knew that in Rocket's heart, the teenaged tree-creature was his whole world and losing him would have been devastating since the raccoon was his surrogate father and loved him like an actual son.

"Wow, I'm really sorry" Peter said, not really sure what to say. He never had to comfort anybody before, except for when Flash Thompson trashed Ned's class project which took him a whole month to complete, and he started crying because of what Flash did, so Peter actually managed to get Ned to calm down and even bought a giant soda for the two of them to share during study hall while they fixed the project together.

"Can I uh, have some of that tea?" Peter asked as he now sat next to Rocket.

"Sure. I know where the cups are, so I'll get you one" the raccoon said as he got up off his seat and went into one of the cupboards and handed the large porcelain tea-cup to Peter, who took it happily and placed it in front of him on the counter's surface. Rocket then climbed up onto the counter and picked up the kettle that sat down on the stove and poured it's contents into Peter's cup.

"There ya go. Drink up, Spidey" said Rocket. Peter had been given the nickname 'Spidey' by the raccoon as a term of endearment, which he didn't really mind, it was better than the nickname 'Penis-Parker' which Flash Thompson had called him at least fifty-two million times since middle school (he actually kept track of all the times Flash called him that name). Peter then stared down into the golden-brown liquid in his cup and held it close to his lips to blow the steam away before taking a sip.

"Mmm" Peter moaned in relief as he felt the warm tea cover his taste-buds with a very vanilla-like flavor and go down his throat which felt very nice to the boy.

"This is pretty good. What kind of tea is this exactly?" asked Peter.

"Okoye said it was some sort of special brew that could only be found in Wakanda. She also said it's best served as milk tea" Rocket explained.

"Explains why it was so light" said Peter before taking another sip. After a while, the two began feeling their tensed-up muscles loosen up, and their nerves calming down as well.

"I didn't realize how much my body ached until I started drinking this" Peter said.

"That's because Okoye said this tea was brewed from some sort of special flower that's usually used for treating neurological problems. She also said Shuri used to have it a lot to help her get to sleep" Rocket told him. The two then began passing the time by making small-talk about each other's lives and all the things the other had been through. After a while of dodging the topic, Rocket decided to ask about Peter's nightmare.

"You know, whenever Groot had bad dreams, I'd talk about them with him and it would help him get to sleep. Maybe it could help you too?" Rocket suggested. Another sip of tea kept Peter from speaking, but once he finished it, he nodded and turned to face Rocket.

"It felt... really scary. The thought of dying while you're still young, you know? You have family, friends, people who'd miss you terribly and their lives would never be the same without you in it. It's scary to think about death, but it's also scary to think about how it affects everyone you love" explained Peter. Rocket did have to admit that for a sixteen year old boy, he was pretty smart and did have interesting ways of explaining how he felt. He did see himself in Peter a bit, his intelligence and problem-solving skills were something he admired and reminded him of himself.

"It is pretty scary when you put it like that. Sometimes I think about it like that too" Rocket told him, making the teenager's eyes widen in surprise.

"Really?" asked Peter.

"Yup. Sometimes I wonder what would happen to Groot if I just disappeared. If something happened to Groot and I couldn't be there to protect him... I just couldn't live with myself" the raccoon told him. Peter nodded and looked back into his tea before taking another sip.

"You what else is scary?" Rocket asked before swallowing the last of his tea.

"What?" Peter asked.

"What could have happened if Thanos actually DID succeed in wiping out half our universe's population. Our nightmares could have actually become reality. I mean... we could have lost" Rocket said. Peter then placed his hand on Rocket's back and patted it a couple times as a way of comfort.

"But we didn't. And sometimes it's important to think about what would have happened if we didn't do what we did, that way it makes you feel more appreciative of the outcome of your deeds" Peter said.

"Are you getting this out of some self-help book or something? Because there's no way you could be making all this up" Rocket asked, wondering where Peter got his words of wisdom from.

"My uncle. He always had things to say regardless of the situation. He'd say stuff like 'A quitter never wins, and a winner never quits', 'Sometimes it's the journey that matters instead of the destination', and 'With great power comes great responsibility', stuff like that. He was a great guy who had a lot to share with the world" Peter told him.

"What happened to him?" Rocket asked. Peter then sighed lightly and then stared back down into his almost empty tea-cup.

"He worked as a cashier at a grocery store, and one day someone came in with a gun demanding all the money. After Uncle Ben told him 'No' twice, the robber shot him in the heart five times before taking out all the cash and running away. I remember how much Aunt May and I cried in each other's arms after coming home from his funeral, I miss him a lot" said Peter. Now Rocket felt guilty for asking.

"I'm sorry. If that was a sensitive subject for you, I didn't mean to bring it up" said Rocket in an apologetic manner (something he usually didn't do unless he truly felt empathy for someone).

"It's alright. I just know now everything he ever taught me was true, and every time I go out dressed up in that suit, or put my best efforts into my school-work and activities, I apply it to my everyday life" Peter told him before he took one large last gulp and finished up the rest of his tea. The two of them got up from their chairs at the exact same time and walked to the sink before washing out their cups and placing them inside the dish-washer. Both of them felt very relaxed and refreshed, half of it was because of the tea, the other half was because of the talking and getting things off one another's chests.

"I guess we should both be getting back to bed now, huh?" asked Rocket before looking at the clock on the stove. Peter looked and saw the time now was 3:13 AM. Peter didn't realize how long he and Rocket had been talking and having tea that he misplaced the time.

"Um, I feel like we should. But..." Peter began but paused in the middle of his sentence.

"But what?" asked Rocket.

"I'm a little scared that I'm gonna have that nightmare again if I go back to sleep" he confessed.

"Okay, truth be told I'm actually worried about that too" Rocket told him. The two stayed silent for a while before Peter thought of an idea and suggested it to the raccoon.

"We could... sleep together in the same bed?" asked Peter. Rocket looked at the kid like he was high off pixie-stick dust.

"Are you flarkin' serious right now?" Rocket asked.

"What? People sleep with their animals all the time. It's comforting for them" Peter told him. Rocket knew he didn't mean to say the word animal, but it was the only way for him to properly explain it to him. He then thought it over for a bit, but then finally decided what his answer would be to spider-powered teen's suggestion.

"Alright, I'll do it. But only because you say it's comforting for both human and animal involved" Rocket said. Peter then took Rocket's paw and guided him to his bedroom. Rocket turned the lights on and watched as Peter re-made his bed and tucked the sheets and comforter back from underneath the mattress to make it much nicer than it was before. Peter then slipped under the covers and patted on the bed, inviting Rocket to join him. The raccoon then turned off the lights and crawled up onto the bed. Peter then lied down on his back and he took Rocket into his arms and held him against his chest like a stuffed animal.

"Goodnight, Rocket" Peter said before closing his eyes. Rocket then adjusted himself so that his head was resting where the boy's heart was, and began to listen to it as his arms were wrapped around his tiny body.

"Goodnight... Spidey" Rocket said before closing his eyes as well and the two began drifting off to sleep. The two of them slept together the entire night until waking up together at 9:30 in the morning. Many had actually walked into Peter's bedroom and saw the two holding onto each other for comfort, and they just left smiling, letting the two of them have their blissful sleep continue longer.

A/N: And there you have it! My first ever Infinity-War AU one-shot. This fic was also based on how much I wanted to see certain characters interact with one another, and two of those were Rocket and Spider-Man. So, I figured I'd make my own scene with the two of them together, and I also think they'd make fast friends when they meet. So anyways, I hope you all enjoyed that. Please review, thanks!