Hi guys! This is my first Spider-Man/Avengers fanfic, so I would appreciate all constructive feedback you can give me! I really hope you like this FanFic!

Chapter 1

"Sir." Peter heard himself mutter to Tony Stark. He knew it was no good, oh how he knew Tony couldn't stop this.

'Don't make me leave, oh god, I don't wanna go!' His brain yelled at Tony, but he could already feel the what felt like wet dust wrap around his body.

Peter could no longer feel Tony's hands around him, he could no longer hear Tony's voice, and after a few seconds, he could no longer see Tony hovering over him.

Peter Parker, in the span of 10 seconds, was gone from the world as he knew it.

The air was cold, Peter could tell. It ran deep into his bones and cut all tendons and muscles in its path.

His body was sluggish as he rolled his shoulders back. The creaks that sounded echoed around the black space. "Huh. That's weird." He muttered.

He pulled his legs and pushed the rest of his body back in a slow miniver, getting settled in the empty space.

Peter looked around, seeing nothing but black empty space that seemed to go on continuously. "Where am I? Where's Mr. Stark and Dr. Something-or-Other? What happened to red space suit dude? Wh-why did he blow up in a dust of sand?" He called out to the room, only to be rewarded with chilling air slamming into his face.

"Spider-Man." A voice carried through the wind.

Peter looked to his right, and standing in a greenish tint, stood Dr. What's-His-Face. "Wow. That's cool, how'd you do that? Where are we? Do you know? Cause this is not where Mr. Stark and I were, that's for sure, and I don't remember coming here, unless you used the thing they did in Men in Black on me. Did you erase my memory? Can you do that? Cause that is really cool man, can you teach me? B-but that's not cool to use on me." Peter's motormouth started to move at a fast rate.

"Spider-Man, I can only hold this realm for a few minutes, and that's it, so unless you shut up, you are going to die, and let all the Avengers die with you." Dr. Cloak-Man's face flashed with pain, before he moved his hands in a weird motion, causing a yellowish-green light to appear between his hands.

Peter's head was bouncing with questions, but he pulled his lips together, and crossed his arms, trying to seem nonchalant. "I can be quite." He grumbled, causing the man to raise his eyebrow.

The doctor grunted before he started again, "I'm sorry kid," He didn't seem that sorry, Peter noted, "but this is the only way. Remember, you are Peter Parker, a kid from Queens who isn't anyone special." Dr. Strange nodded his head before he came closer to Peter.

"Uh, wh-what are you talking about?" Peter giggle nervously, "H-how do you know I'm from Queens? What's going on? Wh-where is Mr. Stark? Are you guys playing a joke on me?" Peter kept backing up as the strange doctor came closer, waving his hands oddly, "'Cause this isn't funny."

The doctor ignored him however, and after an elegant flourish of hand movement, thrusted his hands forwards, as Peter stepped back, right into a portal behind him.

Peter's head hurt, he noticed. His whole body hurt really. Like in Harry Potter, when they port keyed away. However, Peter's didn't feel like he was going to throw up, nor did it feel like he was just dragged by his stomach...so not like Harry Potter, not like Harry Potter at all. He was just sore, with a headache he could feel behind his eyes.

"Hey, are you alright Pete?" An unformailler voice said. He could feel them poking and prodding at his side.

"M' sleepy. Go 'way." He could feel his mouth formulate his words, but his brain didn't recognize them.

The voice laughed, "Come on sleepy head! You promised me you'd show me some of your pictures before I go!"

This got Peter to look over and open his eyes, only to find what looked to be a 6 year old girl. Her smile was wide and her eyes were shining in a way that only a 6 year olds can. "Pictures? What pictures?" There it went again, his mouth moving, without him even thinking about speaking, almost like he was just an observer in a conversation; having no control.

"Pete! You promised! Please! I'll be good!" She popped out her bottom lip in a pout.

"Give me a second." He grounded out. As the words left his lips, the little girl jumped off the bed and shot out of the room like a bullet on fire.

As soon as the door shut, Peter felt what was like a chain breaking, or a tree falling. Control was relinquished to him. "What in the world." He muttered to himself in confusion.

Within seconds, Peter was knocked out and lying awkwardly on the rickety bed.

The air was chilling, cutting muscle and tendons with its blow. The sun was setting on the horizon, as he watched the Guardians al turn to dust.

Dust. Dust settled on his skin, in his hair, inside his body. He could feel it, he could taste the dust, he could even smell it, but he could not see it.

His body became immobile within seconds. Everything was wrong. Everything felt wrong. His senses were thrown into overdrive with aches and pains sprouting all over.

He remembered an old saying in that moment, for dust you are, and to dust you shall return. He didn't matter, his existence was laughable really. He thought he was big, but here he is, dust.

He laid in the dust, speaking to Mr. Stark, telling him he didn't want to go, that he didn't feel good.

He remember the feeling of dust coating his throat, how it was hard to speak, how it was hard to hear, how moving was hard. Mr. Stark had stood over him, holding him, speaking to him, but it was all for not. Peter still felt the dust take him, could taste the dust take hold of him and yank him from Mr. Stark. Dr. Strange had done something, but otherwise he didn't want to think of where he would have ended up. He might have just been set adrift in the black empty space.

Cold chills ran down Peter's spine as he was violently awaken. His breathing became erratic. Shocks of pain flared through his head accompanied by the rolling nausea behind his eyes. His ears rang with the sound of white noise, noise that he couldn't make out.

Taking a calming breath, Peter removed his feet from under him and swung himself over the bedside. "Come on, your Spider-Man," he whispered to himself, "you can't let a little nightmare keep you down!" Peter started to breath at a regular pace, slowing his heart and reliving bits of his headaches.

"Where am I?" He said after a moment. The room he was standing in was in disrepair, walls were unpainted, floors were scratched, and long tears ran though all the furniture. The furniture was enough of a clue that the place was run down, all of it looking old and discolored. The one window in the room was almost so dirty that Peter could barely see anything out of it.

Outside looked like Queens, with tall buildings around, some looking pristine and others looking roughed up. Wild life was far and few between, with sidewalks and roads taking their place; just like normal, but something was in the air, Peter could tell. Something had shifted, like a smell going from a rose to a tulip, similar, yet different.

Before he could put any more thought into it, the door was violently ripped open to reveal the girl from earlier.

"Peter! Alice needs you!" She giggled before she vanished into the hall.

"Alice needs me? Who's Alice? Where's Alice? What does she needs from me? Oh man, come on!" Peter said out loud before he shuffles out the room and into the hall.

Peter knew what he was supposed to do, if he didn't know who this Alice person was, he is suppose to turn the other way, but she could be in danger and need his help! How could he turn away? So with determination in his stride, he set off after the echoing laughter that bounced off the walls.

The lighting were dim and the walls had cracks that rushed through them like water as he continues on his way when the laughter stops. Cut short might have been a better word for it, like she had been happy and laughing and then someone told her that she got a C- on a test worth 50% of her grade, of which she had studied really hard for.

Little off topic Peter. His mind filled in for him. You should be worrying about what this Alice needs you for. She could try to take your blood, or she could be trying to kill you, or even trying to take advantage of you.

"Or she could be bleeding out and need my help!" Peter bobbed his head and started to walk a lot faster.

You watch to many movies. That voice sounded suspiciously like Mr. Stark. Since when has Peter had Mr. Stark as his conscience?

Since we met. Peter decided he didn't like that part of his conscience very much.

Peter finally reached the last door in the hall, where he had heard the laugh coming from, and pushed it open. It was painted a lit grey, with accents of blue all-around. Sitting on a chair sat a woman who looked to be around her mid 40s to early 50s. Strands of gray littered her light brown hair. When he opened the door, she lifted her blueish-grey eyes up to him, and off the book that laid in her lap.

"Uh...d-did you need me for something?" He shifted his weight to his left leg as he spoke.

She smiled softly before saying, "My dear boy, sit, sit." She gestured to the children sitting in front of her already, "your late, and we've already started."

Peter looked over to the children quickly, before returning his gaze to the woman, who he presumed was Alice. "Are you Alice?" He asked quietly.

She just laughed and nodded before once again gesturing for him to sit down.

He settled down and then proceeded to open his motor mouth. "I thought you needed me? What's going on? Why am I here, not that I don't like being here or anything, because it is nice and all, but I was on an alien planet with Mr. Stark and disintegrated to dust, which is weird, cause I'm not dust right now. Or am I and I I just don't know?" He was going to continue, but the children were laughing and Alice was smiling openly to him.

"Peter, that is one wild dream you had there!" One of the older children called out.

"You met Mr. Tony Stark? Was he nice? Or evil? Did you met the other Avengers too?" A different one yelled.

This set off the rest, and they all started to clamer to him. Peter looked at Alice in confusion. He didn't dream it all right? It was impossible to dream all of that, and to remember it all that vividly. "Where am I?" He asked her.

She cocked her head in question before answering, "Honey, we're at the foster home remember?" Her eyebrows knitted together in confusion.

"Foster home? Why am I at a foster home? I'm not an orphan, I've still got Aunt May."

Her lips thinned and the talking ceased all together. "Why don't we talk outside for a second Peter." She said in an all to sweet voice. The kids started a silent "oooooh," as the 2 walked out.

On the outside of the room was a little bench, Alice pulled him down with her to sit. "Peter, we've gone over this haven't we?" Her eyes scanned his before she started again. "You can't say that, you know you can't, not in front of those kids. You may still have an Aunt, but they don't and may never." She was going to continue, but Peter looked like a kicked puppy. With a sigh, she motioned her hand in a go head gesture.

"Why aren't I living with her? Is she ok? Did Thanos do something?" His eyes became wide, "did he kill her and make her disappear too?"

Alice laid her head on his shoulder in a comforting manner. "Pete, hon," she took a deep breath, "you know what happened already, we've already talked about this. Your aunt put you here remember? She didn't think she could handle you." She was talking but Peter couldn't hear her.

"No she didn't," Peter interrupted, "I know she didn't, she took me in after my parents died. I know she did!" Peter said to her, his eyes desperate.

Alice looked down before looking back up, "Peter, I think you need some air. Here," she dug in her pockets until she fished out a $10 bill. "go get yourself a something, my treat." She smiled once again and pushed him towards the exit.

"Wait! Wait a minute!" Peter called to her. He turned on his heels to say more, ask more, learn more, but she had already left. "You can't leave me here…" he whispered, but no one heard, no one came, and no one cared. No one but him, Peter Parker, Spider-Man, but really, what did it matter.

Peter was getting a Left Twix at the store for himself. He usually got a Right Twix and the proceeded to say to Aunt May that he got Right Twix because he was always right, but he didn't feel right at the moment. He felt wrong, wrong, wrong. So he smiled as he gave the cashier the money, but it didn't reach his eyes.

With a deep breath, he went and sat at the bench that was attached to the wall and closed his eyes. Inhale, exhale, inhale, exhale, repeat. When he opened his eyes again, he looked at the TV that hung over the counter, and what he saw…

"Hey man, can you turn that up please?" He pointed to the TV overhead, as the cashier nodded.

"It's been over a year since Spider-Man made his debut with saving one Ben Parker." The TV host said, as the green screen showed a video of the shooting.

Peter watched with wide eyes as the man pulled out a gun about to shoot when a spider web grabbed Uncle Ben and pulled him to safety. The video was cut short, and the last second you could see Spider-Man land on the ground in his signature pose.

Peter was already out the door by the time the cashier looked over to the bench.