"What is that God-awful smell?" Tony asked, covering his nose with his fingers. His polished shoes kicked the white gravel as he traveled alongside his protege.

"Um," Peter stared at his mentor, before realizing that the question was not rhetorical, "probably the, uh, animals."

"Animals?" the billionaire looked around, "They keep animals here?"

"Uh, yeah, it's kind of the whole purpose . . ." He trailed off before he came to a startling realization, "Wait, Mr. Stark, have you never been to a County Fair before?"

Tony looked down at the teen, he hadn't realized that going to the fair was such a big deal. "Nope, wasn't really a Stark approved activity when I was growing up. Only seen it in the movies. And there were no animals, only the cliche ferris wheel rides after winning the girls heart by showing of your superior skills at the carnival games." Tony trailed off, "well, now that I think about it, some movies had a petting zoo. Is that where the smell is coming from?"

Peter gasped, "Mr. Stark! The fair is so much more than that!" he reached over and grabbed Tony's arm, "come on, I'll show you!" he said, pulling him in the direction of a long building that had several large fans built along the wall. "I can't believe that you have never been to the fair, I live in one of the biggest cities in the world, and I still go to the fair." The closer that they got, the stronger the stench became. Peter continued to drag him in the direction of a garage door on the side of the building, that was lined with stray shavings.

"Peter, are you sure . . ."

"Baaaaaaaaaaaa!"

A high pitched scream cut him off. Tony's eyes widened, and he took a step back.

"What the fuck is . . ."

"Baaaaaaaaaaaaaaaaaa!"

Peter nearly died of laughter at the billionaires reaction. "Do you not know what a goat is, Mr. Stark?" he asked between giggles. "Are they not native to Malibu?"

"Yes," he glared, "I know what a fuckin goat is, but what is . . ."

"Baaaaaaaaaaaa!"

"That!" he exclaimed, waving his arms in the direction of the poor goat in question, "they actually make the noise?! I thought that was just the internet! What the fuck!"

This new revelation caused another fit of laughter within the teen. "Your a genius billionaire who is revolutionizing the world with new technology, but you didn't know what sound a goat makes?"

Tony glared at the teen and turned away from him and walked farther into the building. He looked around and saw hundreds of small pens, filled with different animals. The closest to him were goats. So many goats. White goats, black goats, brown goats, polka dot goats. Fuck, he's turning into Dr. Seuss.

"So, what do you think?" Peter asked, as he came and stood beside him.

"Goats."

"Yeah," Peter chuckled, "we've been over that."

"Why are there so many?"

Peter shrugged his shoulders, "local kids raise them and bring them here to show them off, those with the best animals get money."

"Ah," Tony responded. He never knew how big this was for some people. He opened his mouth to ask Peter another question, but was distracted by a tug on his side. He looked down and saw that one of the goats had managed to fit it's entire head through the metal bars of it's stall and was making a meal out of his leather jacket. "Um, excuse you," he said yanking it from the goats mouth. The goat looked mildly offended. "Mine!" Tony said, turning back to Peter, making sure to take a step away from the gate.

"There's also a sale at the end. Most of the time it's just rich people and companies paying to Sponsor kids, but sometimes they actually want the animal." Peter explained.

"A sale you say…" he pondered, "what if…"

"Pepper would kill you, then me, so stop that thought now." Peter intervened, knowing that if he didn't there would be a goat running around the tower soon.

"but what if…"

"No. I being alive, thank you very much!" Peter proclaimed, "how about I show you the rest of the fair."

Tony chuckled. "Alright, fine. What else is there?"

"Come on! I'll show you!"

Peter lead Tony in the direction of the carnival section of the fair. Tony could make out several different colorful stands that advertised greasy food, tacky games, and questionable carnival rides.

"What is that?" Tony asked in disgust, pointing to a food stand. Peter looked in that direction and gasped at the sight.

"Oh my God! It's deep fried butter! On a stick! I've only ever seen it on the internet, let's go try it Mr. Stark!" he exclaimed in excitement before rushing over to the booth.

"Uh, kid, no offence but that is literally the most disgusting thing I have ever heard of. You do know that I have a heart condition, right?" he tapped his arc reactor through his shirt, "I could die if I eat that."

Peter laughed, "you'll be fine, Mr. Stark. Besides, you're not a true 'Murican if you haven't had fried butter! Let's gain our citizenship together!"

Tony sighed, but followed Peter to the widow. Peter ordered two of them, and started to fish in his front pocket for his wallet. Before he could even open it, Tony was shoving a twenty at the cashier.

"Mr. Stark, you don't have to…"

"it's fine, kid." he said.

"but you didn't even want them! I can pay, Mr. Stark." he protested.

"I said don't worry about it, kid, I already had it out."

"But you don't have to…"

"look! Our butter is ready!" he grabbed both sticks of butter and handed one to the kid. "how in the hell are we supposed to eat this thing?"

Peter accepted his butter with a sigh, knowing that he had lost that battle. He looked down at his fried butter and shrugged. "I guess like a corn dog." he said, grabbing the end of the stick and bringing it to his mouth, taking a large bite.

Tony raised an eyebrow, "bold of you to assume that we billionaires eat corn dogs." he muttered before taking a bite for himself.

Peter's eyes lit up as the fattening flavor hit his taste buds. He had just felt heaven dance on his taste buds. How was such a flavor possible? "This is amazing!" he exclaimed.

Tony seemed a little less impressed with his bite. "I think I just felt myself gain twenty pounds."

Peter laughed, "but it's good, right?"

"Not bad," he grudgingly admitted before taking another tiny bite. "but I can't do this, here kid, you have it." he gave him his deep fried diabetes, which peter happily accepted, and wiped the grease off of his hands.

As Peter ate his cholesterol on a stick, he looked around for the next thing to show his mentor. He considered the carnival rides, but opted to do that later as it was much more fun when it was lit up at night. As he looked around, he noticed a poster on the back of the ticket both, with a familiar looking figure on it. He almost dropped his snack when he read what it said, and bursted into tears of laughter.

"Uh, you okay kiddo?" Tony asked, confusion seeping from his voice.

Peter caught his breath and managed to partially contain his laughter. "Yeah, I'm fine, but I know what we're going to do next, come on!" Peter walked away in the direction of another building. Tony hesitantly followed. He was very suspicious of Peter, and knew the sixteen year old was up to no good, but didn't have much of a choice but to follow.

This time, as they approached the building, the smell of animals was not in the air, making Tony even more suspicious of what Peter was leading him to. He tried thinking back to the movies, but none gave any insight to the teens plans.

The closer they got to the doors, the more evident a certain poster became. As soon as they were close enough for Tony to read it, he stopped dead in his tracks.

"Oh, no"

"Oh, yes!"

"How does this even happen?!" Tony muttered, rereading the contents of the poster to make sure his eyes were not deceiving him.

"I don't know, luck?" Peter shrugged, "but come on Mr. Stark, you have to do it! Please!"

"I can't just enter my own look alike contest!" he reasoned.

"Why not?" The teen challenged.

Tony stares down at his protege. "I don't know!" he pondered for a bit, "let's do it."

"Yes!" Peter exclaimed, bringing his arm down in a victory motion.

The duo walked through the doors and were met with a small auditorium with a stage in the front with lines of metal chairs leading to the back of the room. several groups of Tonys were placed around the room, chatting. Some looked almost like the man himself, others - he glanced at a man with a goatee drawn on his face with a magic marker - did not.

"Wow! Your costumes really realistic!" a perky voice drew their attention to a table off to the side near them, where a blonde woman sat, motioning for them to come over. "you can sign up over here."

"just just give me your name and I'll give you a number." she said picking up a pen and bringing it to her clipboard.

Tony hesitated for a second before answering, "Tony Stark."

The woman laughed, "sure you are," she scribbled something down on the clipboard, "I've always admired how in character you cosplayers can get sometimes. Your number is 34. In Five minutes a judge will call you to the stage and will narrow it down by looks alone. Good luck!"

Peter chuckled at what she said, but followed Tony towards some of the chairs in the middle of the room.

"I don't like this." this Tony grumbled.

Peter laughed, "come on, you have to admit it's pretty funny."

"hardy har har, I'm glad my life is entertaining."

"Well," Peter pointed out, "at least we know that you will win."

"you betcha! I'ma gonna kick their ass!"

Peter went to respond, but was cut off by an announcer calling all of the Tonys to the stage.

"I guess that's my que." Tony said, standing up.

"Go kick their ass!" Peter mumbled.

"language!"

Peter rolled his eyes, but watched as his mentor made his way to the stage. It took about ten minutes before the got everyone into order and on stage. There were about 45 Tonys on stage, but Peter could easily distinguish his from the rest.

The judge made them walk around in a circle and was looking each person up and down. Tony rolled his eyes and him, and waited nothing more than to leave, but peter wanted him to do this so he would.

There were five stages of competition, each round more and more people were eliminated until only five were left. The judge left the stage and came back with five large ribbons, varying in color. He placed all but the yellow 5th place ribbon on the podium and walked back to the competitors. He gave some speech on his they were all winners or some other bull shit, before placing the ribbon in the hand of the man next to Tony.

The man was livid.

"What the fuck! How dare you, do you know who I am? I'm Tony Stark! You must be blind! You just gave Tony Stark fifth place at his own contest! My lawyers will hear about this!" Tony, the real one, couldn't help but laugh at the imposters antics.

The judge looked very unimpressed, "you do that, Mr. Stark."

"I will! You'll see! My lawyers will contact you in less than an hour if you do this!"

"would you like your yellow ribbon, Mr. Stark." the man's face turned a shade darker, and Tony swore that he could see smoke seeping from his ears. The man gave the judge a nasty glare and stomped out of the building, abandoning his ribbon. Everyone laughed as soon as he was gone.

"Every year," the judge muttered, "now that, that is over with, shall we continue?"

The judge handed the fourth place ribbon to a man at the front of the line, and went back and picked up the green their place ribbon. He paused for suspense before offering it to Tony.

For a second, Tony didn't do anything. Surely he wasn't giving him the ribbon, right? Wrong.

"What!? How did I . . . But I . . . I'm . . ." the judge raised his eyebrow, and Tony realized that there was no point in arguing. "Give me the damn ribbon," he grumbled, taking the ribbon from the judge and stomping off stage in Peter's direction, who happened to be laughing his ass off on the floor. "Come on kid" he said without stopping and waiting for him.

Tony had a pout on his face when Peter finally joined him. "you okay Mr. Stark?" Tony just glared, "oh come on, it's not like your the only one to have this happen to you. Dolly Parton placed second at one of her look alike contests! To a drag queen! And Charlie Chaplin didn't even place at his! At least you got third!"

Tony was still a little pouty, but cheered up with Peter's infectious smile.

"I guess you're right." he sighed looking down at the ribbon, before taking the attached pin and pinning the ribbon to his jacket proudly.

"What else is on you list to show me?"

Peters eyes lit up and began to give Tony a fully detailed list of what else he had to show Tony.

"I was thinking that we could ride some of the rides and play some carnival games. You know that one game where you hit a platform with a foam sledgehammer as hard as you can? Well do you think I can get it to go all the way to the top with my spidey strength, or is it rigged?"

"I don't know, Peter, let's go find out."

And with that the mentor and protege finished their day at the fair and came home with many stuffed animals and a goldfish named Gibs.