THANOS is beating up SPIDERMAN and he is struggling to keep up. His suit is ripped and he is bleeding under the mask trying to get up from the ground. IRON MAN comes to help battle it out.

THANOS: Stay out of this, kid. You don't know what you're dealing with.

SPIDERMAN: I don't think so.

SPIDERMAN struggles, but puts his hand out to web Thanos's hand to his face. He succeeds and it buys him some time to try to get up. Thanos screams and pulls his hand away from his face. It takes him a few seconds, but he breaks the web and grabs SPIDERMAN by the leg, he turns SPIDERMAN around to face him and punches him with his gauntlet. He punched him so many times that SPIDERMAN passes out. SPIDERMAN groans and Thanos swings him around and throws him near a tree hard. SPIDERMAN is on the ground not moving and Thanos walks up to him. Thanos broke off a branch of a tree and held it in his hand. He lifted Spiderman with his other hand and held him up to his face.

THANOS: I'm sorry, boy. You have so much to live for. I don't want to hurt you… But if you stand in my way, you leave me no choice!

Thanos takes the sharpest part of the tree and stabs it in Spiderman's side. Thanos drops Spiderman on the ground.

THANOS: Time to end this (lifts his foot to step on Spiderman, but it gets stopped by Iron Man's blaster)

IRON MAN: Uh, not quite. (Iron man flies down in front of Thanos and Spiderman. He prepares his blasters)

THANOS: You can't stop me, Tony!

IRON MAN: You're insane. (Iron Man tries to blast Thanos ) Guys?

THANOS: I want the stone. Nothing will get in my way. (Thanos punches Iron Man and he's down. Thanos kicks him away into the woods.

Iron Man tries to fly after Thanos, but he disappeared into the darkness to find Vision to get his stone. Iron Man groans as he gets up and flies to find SPIDERMAN. He sees SPIDERMAN on the ground. He flies down to him with the head part of his suit coming off as he lands.

IRON MAN: Kid! (He kneels down and takes off SPIDERMAN's mask and drops it aside. He widens his eyes when he sees SPIDERMAN's face full of blood and in pain.)

IRON MAN: (puts his hand on his shoulder) Come on, kid.

SPIDERAN: (coughs up blood uncontrollably)

IRON MAN: Alright, come on. Get on your side. Get on your side. Come on.

SPIDERMAN: (continues coughing)

IRON MAN: You gotta help me out here, kid. (looks for something to make him sit up) Come on, up we go. (moves SPIDERMAN to the rock nearby and sits him up)

IRON MAN: Hey! Come on, buddy, speak to me.

SPIDERMAN: (starts to speak quietly, shaking in pain) I'm sorry… Mr. Stark. I'm sorry. I can't do this… I'm sorry.

IRON MAN: No, no, it's okay, you're done. Just don't say anything.

SPIDERMAN: Where's Aunt May? (starts tearing up) Where is she? I want to see her. I want May.

IRON MAN: Don't worry. You'll see her. Just relax.

SPIDERMAN: (grabs and squeezes Tony's arm) Please. (Peter starts crying in pain and breathing uncontrollably) Please.

IRON MAN: Peter, stay down, kid. Relax. That's right, breathe.

SPIDERMAN: (Peter lets go of his grip of Iron Man's arm. He takes deep breaths)

IRON MAN: Yep, good, just calm down. We're gonna get you out of here. You're gonna be fine.

SPIDERMAN: (nods faintly) I'm sorry, (Peter puts his head down)

IRON MAN: (looks at Peter) Kid? Can you hear me?

SPIDERMAN: (Peter looks straight ahead and loosens up, eyes open. A tear falls from his eye. Peter dies)

IRON MAN: (stares at Peter then sighs and closes Peter's eyes with his hand. He takes Peter's hand that was grabbing his arm, and squeezes it) Stay strong with us now, kid.

IRON MAN: (holds Peter's hand and puts it near his mouth to kiss it. He hesitates then places his hand on Peter. He puts his hand to his ear to activate the speakers.) Kid's down, guys. His couldn't make it.

BLACK WIDOW: What do we do?

CAPTAIN: We have to bring him back. Thanos is out for us. And he's not planning on sparing our lives either.

IRON MAN: He was a good kid.

BLACK WIDOW: She'll be devastated, Cap.

CAPTAIN: It's only fair that she knows.

IRON MAN: Sounds rich coming from you, Cap.

CAPTAIN: Tony-

IRON MAN: I shouldn't have recruited him.

CAPTAIN: What's done is done, Tony. We can only protect as many as we can, now.

IRON MAN: I can't do this.

BLACK WIDOW: We're on our way.

IRON MAN: (ends call and shakes his head, looking down at Peter) I'm sorry, Peter.

Black Widow and Captain America arrive in their suits and see Iron Man standing next to Peter.

CAPTAIN: What happened?

IRON MAN: Wrath of Thanos

BLACK WIDOW: Poor kid.

IRON MAN: He wants to see May.

CAPTAIN: Then let's give him his last wish.

IRON MAN: (He walks to Peter, but then turns away and sighs) I can't

BLACK WIDOW: (Black Widow walks over and picks up Peter in her arms. She kisses his forehead.) Second to last wish.

She and Captain and Iron man walk into Peter and Mays apartment. They know on the door and May opened the door.

MAY: What are you doing here? (No one answers) Where's Peter?

BLACK WIDOW: (steps forward, carrying Peter)

MAY: Peter! Oh my gosh! (gets Peter from Natasha and places him on the couch)

MAY: What the heck happened?

IRON MAN: He fought him.

MAY: Fought who?

IRON MAN: Big…purple… monster.

MAY: You mean the guy trying to destroy Earth! That guy! (points to the TV and Thanos's picture appears on the screen)

IRON MAN: He couldn't hold him off.

MAY: (starts pacing) I knew this was a bad idea. You! (points to Tony) You put this idea in his head and dragged him into this. (She yells at Tony) He wasn't ready, he's just a kid!

IRON MAN: He wanted this.

MAY: It was dangerous and you knew that! (sighs) I should've never let this happen. (goes to the couch and sits next to him, facing his head. The other three heroes stand near the couch) Peter? (strokes his hair) Pete, talk to me.

IRON MAN: (coughs)

CAPTAIN: May, he didn't…

MAY: (shifts Peter so that his head is resting near her chest. She hugs him) Peter, please wake up, Honey. Say something.

MAY: Come on, Peter, don't do this to me. (starts to tear up) Not you too.

She stops stroking his hair. She takes his hand away from Peter and buries her face in her hands and starts to cry. Tony looks away and hangs his head, Steve puts a hand on May's shoulder, and Natasha walks over to May and hugs her.

End of scene.


Author's Note: Wow. I uploaded this a month ago and there are almost 700 reads! My other story has been getting more reads as well. Thank you all so much. I am so excited and happy that you all are reading it! Continue reviewing and reading. Infinity War!