A/N: This is my first spiderman fanfic, I wrote it for my friend Carla, she has been helping me edit and read through (she totally didn't threaten me about writing this).

Have fun reading!

Timeline: After the rooftop conversation between Tony and Peter

Warnings: Blood, kinda depressing thoughts

Peter was alone, alone in his room. He had escaped into it after hugging with aunt May. Speaking of May, Peter could hear her walk around in the apartment. He had scared her, he should walk out to her, put a smile on his face and calm her concerns. Peter would love doing that, but right now, he just couldn't.

Peter had messed up today, he was used to mess up, but today was worse. People could've gotten hurt, heck, people had got hurt. If Mr. Stark hadn't come when he did, people could've died. Peter didn't deserve the title as spiderman, all he was, was a scared boy with a suit. Now, he was just a scared boy.

Peter had changed into his pajamas, before walked out of his room to get dinner. The silent around the table was comforting, and it felt safe. Aunt May shot a few concerned looks at Peter, but didn't say anything. Peter didn't look up from his food, just concentrated on eating. Aunt May let out a sight, she could see something was wrong, but maybe now wasn't the best time to ask about it.

"Thanks for the food" Peter mumbled, and started to clean up after the dinner. He hurried, tried to distract his mind for Mr. Starks last words to him.

Be better.

Be better.

BE BETTER.

Peter disappeared into his room, as soon as the dishes were clean. Not wanting to worry his aunt even more. He took out his superhero/villain notebook (He had come up with the idea from an anime) and started to write some data about the vulture. Peter didn't notice the time until it was very late, 3am to be exact.

"FLIP, I missed my patrol," Peter said, trying not to be too loud. How could he forget, he was supposed to be Spiderman. "I'm not, at least not anymore" Peter reminded himself. Yeah, he hadn't forgotten his patrol, he didn't have one, anymore at least. Peter sighed, and went to bed.

Peter woke up by the obnoxious loud alarm. He yawned loudly, it was Thursday, not that it matters. Peter hadn't been in school all week, he hadn't even told Ned, where he had been. Peter slowly got his close on, and parked his bag. Almost ready, Peter left his room. He took the cereal box and poured it up in a boul. After eating, Peter cleans up and took off to school.

The trip to school was no very interesting, just people normal people sitting in the subway, doing day to day stuff. Peter yawned loudly, he had only gotten a little under 3 hours sleep, and now he had to go through a day with smart-ass kids.

"Peter! You're in school again" Ned yelled as soon as he saw him, it put a small smile on Peter's lips. "Hey Ned, sorry I should have told you why I wasn't in school," Peter said, looking apologizing to his best friend. "It's fine, no need to worry. Anyway, MJ and I were assigned helping this new student, he is super amazing" Ned started to talk about his new friend. His name was Evan, Peter didn't get more, his ears stopped listening. "Sounds awesome, can't wait to meet him," Peter said with a fake smile. His smile fluttered a little when Ned started to ramble again. "Sorry, Ned I need to use the bathroom, see you at lunch" Peter hurried to say, waving to Ned.

Peter checked that all the stalls where empty, before he locked the door to the bathroom, he really didn't want anyone to walk in on him, not now. Peter sunk down by the wall, he was exhausted, he couldn't keep this up, faking his happiness. Peter was on the edge of tears when the bell rang. He quickly shook his head and ran off to class.

The hours before lunch went slowly by, so when the bell finally ran out to lunch, Peter thanked every god he knew of. He slowly walked down the hall, to the cafeteria, he actually didn't want to see Ned and Mj and whoever Evan was. He really was pathetic, it hadn't even been 24 hours, and he still couldn't hold his happy mask.

"Hey, Peter" Ned's voice pulled Peter out of his train of thoughts. "What's up, man," Peter said, and they started to do there secret handshake. "We were worried you wouldn't come, you're never this slow to come," MJ said, not looking up from her book. She sat a few chairs away from them as usual. "Nice to see you too, MJ," Peter said and took a seat.

Ned and Peter walked off together after lunch, they had chemistry together. Peter let Ned talk about whatever he wanted, he was too tired to communicate properly, so he just listened and gave an 'oh' or an 'hmm' at the right places.

As soon the day ended, Peter made an excuse to get away. He barely heard Ned's goodbye, as he speeded up. The teen looked around himself, he couldn't see anyone near him, so he pushed the locker to the side and took his spider suit. Peter hurried to stuff it down his bag, he would throw it out on the way home.

Peter had just gotten off the subway and was walking toward the apartment he and his aunt was living in. He stopped when he heard a woman scream, he had a very sensitive hearing since he had spider powers. He quickly backed into an empty alley and changed to his old spider suit. "Last time" Peter silently promised himself.

Peter still had his backpack on his bag, he should lay it near wherever he was going. Peter moved slower as he could hear a new conversation, definitely the woman he heard a scream before. It came from a jewelry store, of course, it came from a jewelry store, it's always a jewelry store. Peter sighed, and laid his bag at the entrance to the store. The doors were open so Peter could easily walk in without anyone noticing. Inside a woman was tied to a chair, and two men with guns, one stood guard in front of the woman, and the other was filling a sack with diamonds and other gemstones. The two men were talking some foreign language, Peter couldn't pinpoint which language tho.

"Hey, bad guys," Peter said, crossing his arms. The two men spun their heads in his direction. "Tieing her to a chair, that's no way to treat a woman," Peter said, pointing at the woman sitting in the chair. "It's a kid" One of the men, him with the sack, chuckled. "Beat it, kid," the other said. "With pleasure," Peter said and punched the guy closes to him, him that guarded the woman. The sack-guy laid the jewelry down and took out his gun. "Mr. bad guy, you don't want to do this" Peter said and lifted his hands up in front of his chest in defense. "I won't hurt you kid if you just turn around and forget everything you've seen," Sack-guy said still pointing his gun at Peter. "I can't do that, sir," Peter said in a calm voice. Peter wasn't calm, he was panicking, every inch of his body screamed at him to get out of there. "Last chance, kid" This man wasn't kidding, Peter had to think fast, he had to dodge, but how. The second before the man pulled the trigger, Peter felt his hair rise, and jumped to the side, knowing what his body meant. The bullet grazed his side, luckily it wasn't bad, only a flesh wound. Peter swallowed his scream, he didn't want to give the attacker the pleasure. Peter made a dive roll and jumped towards the man. Peter punched the man and knocked him out.

"Sorry for the wait" Peter apologized to the woman as he untied her. "It's fine, Spiderman," The woman said and took out her phone. Peter could hear the woman talk to the police, as she stood outside the store. Peter took the robe and started to tie up the sack-guy since he was closes. When he was done, Peter turned to tie up the other guy, and just only saw the knife as it slides his stomach. Peter had jumped back a little, but not enough to dodge the knife. Peter saw the blood, it was pouring out of him. Peter, even with the black spots that quickly formed in his vision, acted fast and hit him in the face, again. Peter tied up the newly unconscious man and hurried away.

Peter had just grabbed his bag before he started to run. He swang up on the high buildings and escaped from the eyes that had followed him. Peter didn't come far, he landed in an empty ally a few blocks away and collapsed.

xXx

Tony had seen the news and had now started searching for Peter. He wasn't stupid, so he had first called Aunt May. May didn't know anything, she was worried. The conversation had started with her yelling in 10 minutes about how big a jerk he was. Tony had ended up telling her that Peter was Spiderman, and he was properly out in the city, hurt, pretty bad, and Tony had no idea where he was. The other end of the phone had been silent for 2 minutes before May had said 'Let's go find my nephew' and hung up.

Now Tony stood in a dark alley, with an unconscious kid in his arms. Not how he had wanted to spend his night, but it wasn't the time to think about how he would have wanted it, Peter needed help.

"FRIDAY, call the hospital, say I'm coming with a kid," Tony said and ran over to his car. Happy was sitting in the driver's seat, looking concerned at Tony. "Do you think he will make it?" "I'm sure, he's a tough kid. Now, drive to the hospital" Tony answered Happy's concerns, and seated himself in the back, with Peter in his arms.

xXx

Peter slowly opened his eyes, but quickly shut them again. The sharp light was burning his eyes, and he could hear someone say, "Turn the light down, he is waking up" Was that Mr. Stark's voice, no it couldn't be, Mr. Stark was too busy. Peter started to open his eyes again, this time much more pleasant. As his eyes adjusted to the new light, he started to see two persons. "Hey kid, how are you doing" Peter looked at Mr. Stark, as he turned out to be one of the persons."Hi Mr. Stark, what happened?" Peter said unsure, as he looked at the tubes around him. "Pete, you got hurt in a fight" Tony looked serious at Peter. "That can't be true, I quit being a superhero" Peter mumbled. "Peter, why'd you do that?" Aunt May got up from the chair and walked over to the hospital bed. "Mr. Stark told me to be better, I can't, I'm not good enough," Peter said, looking ashamed away. May sent Tony the death stare, before turning to her nephew that was on the verge of tears. "Peter listens to me, you are the most amazing human I have ever met, always looking out for people," May said, taking Peter's hand. "Not… no… I'm not" Peter stuttered, he had had a lot of blood loss, and his brain wasn't working. "Peter, I was wrong. I said, what I did, because I was scared, I was scared you would turn out like me" Tony said, also taking Peter's hand. "I… I don't understand, why would you be scared of that" Peter looked confused at Tony. "You are so much more than a suit, Peter. If you're nothing without a suit, you're not a hero, but Peter you are a hero with or without a suit" Tony looked at Peter, earning a little smile. "Thank you, Mr. Stark," Peter said and hugged the adult, ignoring the pain it caused. "Anytime, kid"

Peter had stuff to work through, hard stuff. It was a long way for him to become okay, but it would be worth walking.

A/N: It was kinda hard writing this, I normally only write Voltron or Fairy tail, but anything for my friends, I guess. I hoped you liked it, remember to leave a comment and kudos.

bye, bye, bye, BYE

(sorry I have this song on my brain)