A/N: This story is kinda personal. I orginally wrote it just for kicks and giggles after seeing the Spider-Man: Homecoming movie, and coming up with the "stupid" idea of Spider-Man, hurt/comfort and a horse.

then, a few days into revising it, I started college. I was away from everyone I had ever known, and it was a little panicky. It's been a couple weeks and I've stettled down but... The first two days were some of the hardest I've gone through. Then I realized... what I was going through wasn't to far off from what I was writing about.

((Also, I've only watched that Homecoming, so I apologize if something about his powers or something is off))

Panic Attack

It's so frickin' cold.

Peter's sucking in gasps of hot, stuffy air but there's not enough. Acid rises up in his throat, sour and burning. His very breath is shaking, stuttering, he's—

Falling. Sliding. Trees folding over, the land merging into one solid mass. Rolling over and over and he couldn't stop—

Something heavy is crushing his arm and—how did it get there—what happened—

He can feel cold seeping into his back: sticky, liquid cold. He's shivering, small tremors running down his entire body and he feels like he's freezing and burning at the same time and the only thing he knows is that he shouldn't be here. He pulls his arm, tries to shift it out from under whatever's trapping it. Something like white-hot fire slams into the limb and he screams, his eyes shooting open.

He's wearing the Spiderman mask, that's all he can tell. The cloth over his face is—it's making it hard to breathe. Peter reaches up, and jerks it off his face. Thousands of tiny pellets of rain spray onto his face, soaking his hair.

Brown. Lots—lots of brown. He's on some sort of small foothill, surrounded by lumps of mud. Trees have been snapped in half like toothpicks; the land is nothing but brown sludge with a bit of asphalt road shining underneath. The sludge is filled with bits of broken trees—and... is that a car?

What happ—

He can't even finish the thought before his brain is smacked by a wave of images. It takes a second for him to assemble them and then—

Oh.

Oh, crap.

He'd been running. Not slinging webs. Not flying through the air. Just running.

After a while—after he was sure he was alone—he had pulled off his mask, let the air flow through his sweaty hair. He could smell everything. It was so different out here, so quiet. Free from the smell of smoke and car exhaust. Instead, here he smelled wet pine and fresh grass. Nature.

The perfect place to escape to.

Peter wasn't even sure why he'd brought his suit—his old suit, the one Tony hadn't taken away. Maybe it was some lame attempt at rebellion.

It had felt weird, like wearing a pair of old sneakers. Unfamiliar, but somehow comforting. Incompetent... but not overwhelming.

He'd climbed one of the trees and just sat there for a while, listening to the drizzling rain. He must have fallen asleep—that is, until he heard the screaming.

There—had been a mudslide. Yeah. Or landslide. Or whatever you called it. It was raining hard and the entire foothill had started collapsing on itself and the few people who were driving along the little path that cut along the side of the were all freaking out.

Except Peter, of course. He'd thought it would be easy. Swoop in, pick up everyone and swing them to safety. Cheering, clapping. And... he had...

Wait—no—that was wrong.

Peter squeezes his eyes shut, fighting against the constant stabs of pain against the side of his head. Trying to focus. Trying to remember. The details blur before his eyes. It feels like he's just woken up from a dream, and he can't tell what is real and what's not.

Did I save them—are they okay—are they—

"Karen," he gasps, but there's no response.

Oh. Right.

Wrong suit.

And forget about what he said earlier. He wants his old suit back, he wants Karen, he wants someone to tell him what to do, what his options are.

The ground shifts underneath him, and the grinding pain in his arm increases in pitch. His eyes fly back open, head snapping to the side.

His arm is pinned to the ground under a small boulder. He can feel the sharp edge cutting through the suit's material. He can feel warm blood curling around his arm, pooling between his suit and his skin.

Aw, gross.

For a second he considers shooting a hunk of spiderweb and pulling it off his arm—no, that's an idiotic thing to think, he'll just pull it onto his chest and crush his ribs—moron.

Peter gulps down a breath of air, then rolls to his side, shoving his shaking fingers against the boulder. It tips, smashing onto his other fingers before tumbling off, and then—His scream splits the air, embarrassingly high pitched and he hopes so bad that no one is around right now. He's whimpering—clutching his broken limb to his chest. His head hurts, he feels like he's going to throw up, he—

Another scream. A different kind of scream.

He jerks. Pain rips through his broken arm and he realizes he just squeezed it. Peter bolts up into a sitting position, eyes darting around the rain-blurred foothill—

It's a horse. A horse, maybe thirty feet away from him, buried up to it's chest in mud.

It looks just as terrified as he is right now.

For a full second Peter simply stares at it—him? Her? He—just go with he—he's tossing its head up and down, trying to rear up and pull his front legs out of the muck. He neighs again—except it's more like a scream—high and piercing. The sound rattles in Peter's head, and he grits his teeth until his ears fill with a high-pitched ringing and his jaw is aching.

The ground rumbles again. One of the trees shifts closer to Peter, its trunk creaking.

The horse stops for a second. Peter can see his nostrils flaring as he heaves breath after breath. Then he lifts his head and lets out a long, trembling neigh. It's a cry, a cry of please, someone... help.

A sort of shudder goes through Peter, and he blinks before gritting his teeth and shoving himself to his feet. Of course he's going to go help this horse, he's freaking Spider-Man—

The rain is still beating down, whipping against his body, slapping him from all sides. He can barely see. His fingers clutch the mask, and for half a second he considers putting it on, if only to keep the water out of his eyes.

Then he trips, and his hand slaps against the jagged bark of a tree trunk. Agony shoots all the way up his arm.

Wrong arm, wrong arm...

He grabs the limb with his good hand, cradling it against his chest. Tears prick at the corners of his eyes.

Why does he always do this? He's gotten in over his head for about the millionth time and now he was paying the consequences.

He takes another step, and almost collapses to his knees again. At least by now he's pretty much reached the horse.

"Okay," he mutters, glancing around the mud-splattered horse. Wish I had Karen with me... "O... kay."

Usually this is the moment he jumps out and shoots some webbing around the bad guys, grabs the person in trouble and swings them to safety. But... this time things are different.

"Okay," he says, one more time for good measure, then reaches forward and slides his shaking hand towards the horse. The horse squeals and jerks his head away from Peter. His eyes are rimmed with white, ears are laid flat and his mouth is open, showing rows of large, yellowed teeth.

Oh, crap—bad idea—

"Uh, sorry, I—I mean, uh, w-whoa, whoa there, Horse," Peter says, jerking his hand back, then flinging it out in front of him, like he's bargaining with some dangerous criminal. He's trying to scramble backwards, but his legs won't move. He takes a glance down and sees he's sunken down to his knees.

Oh, come on... Peter thinks, trying to yank his leg up. Mud, thick and heavy is pressing at it from all sides, weighing it down. It almost makes him think of when he was a kid, playing in one of those ball pits, fighting to get his way out.

Except this time, it might just be a matter of life and death.

The ground shifts ever so delicately beneath him again. He can feel the mud sliding around his body, pulling at him with wet, sticky hands. The horse rears again and lets out a squeal, ears flicking back and forth.

Peter turns and lashes out with his webbing, but there's nothing to grab onto, nothing but more mud. He tries latching onto a broken branch, then a sign, yanking at them, trying to drag himself out, but there's nothing anchoring them down. Nothing is working—he can't move—

Blackness begins to bleed across his vision, he can feel every raindrop as it splatters onto his face, it's so frickin' cold—

Breathe.

The small thought whispers across his mind and he opens his mouth, letting in a rush of air. He must have been holding his breath.

He lets his arms fall to the mud, letting tears squeeze out of his eyes as yet another bolt of pain shoots up his injured arm. He doesn't even have the strength to yell at himself for moving it.

He's such an idiot. He must look like a mess... covered in mud, bleeding, broken—crap, how am I going to explain that to Aunt May—and he just wants to go back home where things make sense, where he knows where he is and what the crap he's doing.

He's such an idiot. He can stop a train with his bare hands, but mud? Nah.

He's powerless against it and that's what terrifies him the most right now. He tried to run away from everything familiar and he succeeded. He has no idea what to do.

His eyes are burning, his body feels spent, he just wants to home. He yanks at his leg—and it comes free.

Peter's breath jerks, and he almost chokes on it. Then he plants his foot on the mushy ground and yanks out the other one—go.

Go—run—get out of here—

He takes the first couple of stumbling steps, his feet sinking into the cold mud, shivers streaming through his body like currents of electricity.

Then he stops.

"What am I doing?"

The whisper is so quiet it's almost swallowed up by the patter of rain, almost more of air then a string of words, but it's enough to stop him.

I can't leave without him.

Peter lets his eyes drift away from the brown mud all around them and really looks at the horse for the first time. The horse is covered in mud, but Peter can make out spots of dark, rich reddish brown. Not quite the flaming red of his own costume, but close.

"H-Hey," Peter says again, forcing his eyes onto the horse, only the horse, forcing himself to speak even though his voice is shaking. He takes a step forward, then another. "Hey, Horse. Hey—um—you can just take it easy there. Because... friendly neighborhood Spider-Man has come to your rescue, ey—R-Red?"

Red. Not the best name he's come up with, but hey—better than Horse.

Red's ears are still flicking back and forth, but his nose stretches out. A second later Peter feels hot breath on his arm, oh man that feels good.

"Yeah, h-haven't you ever heard of the 'friendly neighborhood Spider-Man'?"

Water is beginning to pool around his legs in addition to the mud. He's sliding—ever so slowly.

His stomach feels like it's about to crawl into his throat. He swallows, blinking a few times. Then he slips off his glove, lets his hand slide forward under the horse's nose.

A few seconds later the horse is sniffing at his fingers, whiskers tickling his palm, then comes a large pink tongue, swiping the salty sweat off Peter's hand.

Then thunder growls—the rain's almost roaring in his ears—and the horse's head jerks back up, his front leg pumping up and down as he tries to paw. Water streams around them and he's sliding faster now, about to crash right into Red—

What if there are others?

He can't hold back the thought any longer.

There have to be others—there was the car—what happened to the driver—what happened?

His fingers twine into his hair, tugging at the strands as he tries to wipe the images from his mind—images of people being sucked into the mud—sounds of screaming—but they won't stop coming, and—

The agony of not knowing what's going on is worse than anything. Not knowing if he saved everyone—or if there are people dead—buried where no one will be able to find them...

He just wants someone to tell him it's going to be alright. That he saved everyone.

Calm down, Peter. Just focus. Focus.

It's what Aunt May used to say to him. When he first got his powers. When Uncle Ben died and Peter was sitting on his bed and everything was closing in around him and he could hear every noise, every scrape and whine of the air vent, every creak of the springs, every murmur outside his window.

Just focus on my voice, Peter. Just focus on my voice.

He opens his eyes, the words repeating over and over in his mind like water washing over a stone and something eases inside of him.

"Hey," Peter says, his voice low and soft, like he's sharing a secret. "Tell you what. We get out of here and you can join me. You can be the 'friendly neighborhood Spider-Horse.' That'd be kinda nice?" His fingers slide over the horse's smooth, muscled shoulder. He can hear Red's breathing rate increase, sees the ears twitch back.

He's fighting down hyperventilating himself. There's nausea in his throat and everything is so unfamiliar.

Just focus on my voice.

Peter shakes his head lightly, but even that small movement causes pain to spike on the side of his head. Thunder growls and Red's ears pin back.

And Peter lifts up his hand, lets it slide down Red's face. "J-just focus on my voice."

He places his hand in front of Red, takes a breath, and begins shooting out layer upon layer of webbing until there is a large square of the stuff just in front of the horse. Mud begins seeping through the cracks. He's gotta do this fast.

He takes a quick breath and glances at Red. "I won't tell anyone if you don't."

Then he places his hand on the horse's rump and shoves. Red rears one more time, pulling his front legs out of the muck. And—with Peter's help—he lunges on to the square of webbing.

That's it. That's it, they're free—they're both free—he can get out of here—

And Peter reaches out and grabs the nylon rope thingy tied around the horse's face—how did he not notice that thing before?—and they're going and—

The horse tries to jerk away from him—and almost succeeds. He's pulling and pulling at Peter's hand, trying to back up, trying to go straight back into the mud—and—You stupid horse!

Peter's muscles are shaking, his eyes watering as a combined hit of headache and nausea sweeps over him. They're both sliding backwards, the muck growing higher around both their knees, the rain roaring in his ears...

He wants to drop to his knees and curl into a ball and never get up.

Car... half buried in mud.

He has to know he at least saved one life.

Suddenly his mind flicks back to that one horse book he read a long time ago. Black Beauty. Aunt May was a big fan of the book and Peter himself had found it okay and—

At one part of the book there had been a fire. All the horses were freaking out so the guy tied a blindfold over the horse's eyes and whaboom, got the horse to follow him.

Right, Peter thinks, let's just hope this doesn't blind you.

He reaches down and peels off a layer of webbing from the ground, then wraps it around Red's face. Red stops backing up, this time resorting to shaking his head, but with less enthusiasm than before.

Then they're running, slipping and sliding through the wet mud. Peter keeps having to grab onto Red's mane to keep from falling, but luckily Red doesn't seem to mind.

His legs are screaming in exhaustion—his breath like a knife of ice gashing into his chest—he's pressing his broken arm against his chest and—

Run.

Just—

Run.

He's not sure how they made it... but they made it.

He's breathing hard—bending over—his stomach squeezing—revolting against his body, more like. His nails scrape against the solid yet muddy ground.

His arm gives way underneath him, and he lets himself fall, barely noticing the impact. Blackness sweeps over his vision; he's not sure if his eyes are open or closed.

All he can think about right now is how solid the ground feels. One big solid mass that isn't going anywhere. Peter sweeps out his arms, as if giving the ground a hug.

Raindrops plop against the side of his face, washing it clean of the mud. He's laughing, the sort of laugh that's almost a sob—the sort of laugh that only comes after a near-death experience.

The raindrops stop and all of a sudden something wet and soft is snuffling against the side of his face.

Peter cracks open an eye and feels his lips twitch into a grin at the black muzzle pushing against his cheek. "Hey there, Spider-horse."

The horse makes a sound in his throat that's unlike anything Peter's heard before. It's soft and warm and full.

"Ey, it was no problem," Peter says, pushing himself up slowly and rubbing his hand against the side of the horse's nose.

"I'm telling you, it was crazy!"

It's the sound of another man's voice.

Oh crap.

He'd left his mask back on the foothill—oh crap—

He scrambles to his feet. The earth rocks, and he falls back, clutching at his head. Ow, ow, owwww...

"The whole earth started movin' and then this guy in red—looks like a... I dunno, a spider, just about jumps in my truck, grabs me and just 'bout drags me to safety. I mean, jeez, man, all I wanted, was to drive this horse to—uh, to auction, y'know, but this happens, I mean..."

There's a hum of agreement and the voices began fading away.

Peter lets out a gasp, the thumps of pain in his head dulling for the moment. His hand reaches up to cover his eyes as a sob rises in his throat. It's okay. It's okay—everyone's alive—

He could hear sirens beginning to wail in the distance. Pretty soon the area will be filled with reporters, firefighters, police, whole nine yards, as they say. Usually this was the part where he'd be going out to face the cheering crowds, however big or small that crowd might be.

But—

Right now—

He looks at the horse, lifts up his hand to rub it over the animal's muddy face.

Right now—this is good enough for him.

A/N: *cough* No I did not get inspiration from the story of Bat-Cow, what are you talking about? XD

I've been tossing around the idea of a lighthearted and cute epilogue, so let me know if you want to see a little more. :)