A/N: Hey guys! So I have had a huge writers block lately on my other stories and I promise I'll try and update them soon but I saw IW and I cried and, of course, I immediately start looking for a fix that will give me Peter's POV during THAT scene but I couldn't find any. So, I made one myself. Enjoy!

WARNING: Spoilers!!!

Disclaimer: not mine!!

Thanos was gone. Once the wizard had given him the time stone, he had disappeared in a portal, supposedly going to earth to collect the remaining stones. Peter was frozen in shock. They lost. The lost the stone and now Thanos is heading for earth. Where Aunt May, Ned, and everyone he cared about was. What was going to happen to them?

Peter shook that thought out of his brain for now. Right now he had to worry about getting off this planet and getting home. Peter made his way over to Mr. Stark and reached down to help him up. Mr. Stark grasped his hand and, being mindful of his injures, pulled himself up.

Suddenly, his Spidey sense went haywire and he his eyes were drawn towards the alien lady who was supporting the other Peter. Peter stared at her with worry. Why was his spidey sense pointing him towards her? What was going on?

The Alien lady-Mantis- glanced around with a confused expression etched on her face. "Something's happening," she warned in a shaky voice. Out of the corner of his eye, Peter saw Tony stumble forwards in her direction. Seconds later, Peter watched in horror as her body turned to ash and blew away in the wind.

Tony stumbled foreword again as if he thought he could help and the other Peter stared where Mantis was standing in shock and disbelief. She was gone. The ashes blew over the other Peter's body and was lost in the wind.

"Quill?" Quill's gaze snapped over to Drax and a look of panic quickly formed on his features. Drax looked down and saw that his hands were slowly turning to ash just like Mantis's did. Drax glances back up at Quill, giving him a pleading look just before his body disintegrated completely and blew away in the soft breeze.

Peter stumbled back slightly, staring in fear at the place where Drax used to be standing. Peter was scared now. What was happening? Why were his new friends turning to dust right in front of his eyes?

Peter's eyes were suddenly drawn to Tony, who was stepping towards Quill with an urgent expression in his face. He raised his hands in a calming gesture and looked Quill right in the eye. Quill stared back with a look of panic and sadness over his lost friends. "Steady, Quill."

Quill must have felt himself crumbling away because his face turned to one of disbelief. "Oh, man." Seconds later his body was dust, ash in the wind. Gone.

Tony's eyes were glued to the spot where Quill to be, as if not quite seeing it at all. His eyes followed the ashes as they blew away with a haunted expression settling on his face. Peter was frozen. It was all happening so fast. His brain couldn't keep up with it.

"Tony."

Peter snapped his head around to face the wizard, Dr. strange, and saw that he too was starting to disintegrate. Tony turned his head and watched with a horribly pained look on his face as his new friend started to fade into dust.

Dr. Strange shook his head slightly and a look of sorrow and acceptance was painted on his face. "There was no other way," he murmured in a low voice, as if he were apologizing to Tony.

Peter wondered what that meant. Did Dr. Strange know something? Suddenly, something seemed to click in his mind. Did he make this happen? When Dr. Strange was searching through possible futures, he said he only saw one where they won. Peter's thoughts raced furiously. So what if he gave up the stone for a reason? What if this was the one possibility where the won? But, how could they win when everyone is dead?

Peter was torn from his thoughts abruptly as Dr. Strange, the man that Peter had tried so hard to save, became nothing but a pile of dust that was immediately taken away by the wind. He couldn't believe his eyes. Everyone was fading away right in front him and he couldn't do anything to help. Peter suddenly thought a horrid thought. What was happening on Earth? What was happening to his friends? Ned? Michelle? Aunt May? He would never forgive himself if he returned home only to find a pile of dust on the floor of the kitchen.

Before he could register what was happening, Peter's entire nervous system exploded into pins and needles and Peter let out a pained gasp. Peter stared down at his hands and saw his fingers start to crumble away ever so slowing only to reform again thanks to his enhanced healing abilities. Peter was scared now. He wasn't supposed to fade away yet. He was only fifteen. He needed to finish high school, go to college, get married, all those things adults do. He wasn't ready to leave yet.

"Mr. Stark?" Peter swayed on his feet, the pain all over his body increasing by the second. Peter glanced up at Tony back down to his hands again. "I don't feel so good." Peter stared at Tony, his mouth opening and closing yet no words came out.

"You're alright." Peter heard Tony say it, but he didn't feel alright. His body was crumbling and it hurt.

I don't know what's happening..." Peter stumbled forward towards Tony, tripping over his feet. "I don't don't what's happe- save me, save me." Peter slammed into Tony and held on as tight as he could, as if he would be saved. Tony could save him.

Peter watched in terror as the tips of his fingers crumbled away and didn't reform again. He was dying. He was dying. Peter didn't want to die, he wasn't ready yet.

"I don't wanna go, I don't wanna go Mr. Stark. Please. I don't wanna go." Peter felt himself falling as Tony lowered him to the ground. Peter felt Tony's hand supporting his head and Peter's arm fell to the side, useless.

Peter stared up at the sky, admiring the brilliant orange yellow, colors he probably would never get to see again. He felt himself fading away, parts of him breaking off in the wind, his body trying desperately to heal him, keep him alive.

Peter shifted his gaze back towards Tony. He tried to memorize his face, his smile, the color of his eyes. Were Tony's eyes always so dark? He couldn't remember.

Peter opened his mouth to speak, but it was hard. It hurt. But he had to. He had to make sure that Tony knew it wasn't his fault. He forced himself to focus his eyes on Tony's face. "I'm sorry," Peter whispered, his voice cracking with emotion. His eyes then drifted away from Tony as he finally felt his body crumbling away, the last thing he saw being the beautiful orange color of the sky.