I wish I owned the Avengers and Spider-Man but alas I do not.

This is my first fan fiction so if it is terrible I'm sorry, I tried my best. *looks at ground and shrugs* Any reviews and comments welcome and appreciated.


February 26, 1985

"Tony please, please pick up your phone. I'm scared! Tony please! This man, he's been following me since you left me at the bus stop. It's dark and I'm not sure where I'm going. Answer your phone, please! I don't have anyone else to turn to but you. I need you more than ever Tony. Pick up your damn phone. Tony please. Tell me everything's going to be okay, that you'll always come to my rescue. Please!Ton-AHHHHHHH "

XXX ~Present~

The Avengers sat around the table in their shared living room all but one present. They'd been together living in the Avenger's Tower for no more than a year but the bond they shared was stronger than most people shared with their lifelong best friend. Steve looked around at his team's face, and noticed that even Natasha looked worried. Natasha. Only Stark was able to accomplish such a feat. He felt as though they had known each other since birth(not to sound cliche or anything) yet he knew every single one of his team mates had secrets that they would guard till death. Only heaven knew how many he withheld. They all had secrets, except Tony Stark, the little voice in his head piped up. They all thought they knew Stark like the back of their hand. He was an open book not much for secrets, he loved the attention to much. So they didn't have a single clue to why he began to withdraw from them. Steve shook his head, trying to clear his head and went pack to the conversation at hand.

"Is it just me or is Tony acting a lot more mopey than usual?"

"I agree with Clint, it's been a week and he doesn't surface from his lab and he hasn't spoken much lately to anyone."

"It is very unlike friend Stark to be such a quiet man"

"Nat, you observed him for a while, has he done this before? Is there a reason ?" Bruce looked over across the table to Natasha.

"Not that I can see, even when he was dying he didn't withdraw in such a manner. It's actually a bit upsetting to see Stark like this."

Just then they heard the elevator ding, and the swoosh that meant it had opened. Out stepped Tony. His gaze was distant as though he was looking at something from afar but wasn't quite seeing anything.

"Speak of the devil."

"Clint" Steve gave Clint his best shut up look, " Hey, Tony. We were just wondering how you have been? It's come to the teams attention that you haven't been acting like yourself lately, is there anything you want to talk about, or anyway we can help?"

"I'm fine." Tony didn't look up at any of them. They wouldn't understand. So there was no use in trying to explain why he felt like such a failure. Every year always the last week of February he withdrew from everyone and everything. The week served as a reminder that he could never protect what was most important to him. He could never protect those he loved, those who put all their faith in him. His thoughts trailed from there, if he couldn't protect the one person who ment more to him then life, how in the hell was he going protect his five teammates and friends. When it came down to it he would fail them the way he had failed her so long ago. He didn't have the willpower to lift his feet so he shuffled to the kitchen island grabbed an apple from the bowl and shuffled back to the elevator. And just like that he was once again gone.

Tony was working on a new Iron Man suit tinkering with different ideas. Maybe if I add more power to the thrusters I could

"You could what Tony? Become rich and famous? You're already rich and famous. Geez, Sometimes I think you're the dumbest genius out there."

"HEY, keep insulting me and you can find another fifteen year old attending MIT to help you with your high school algebra homework. Oh wait you won't."

"Yea, yea whatever so are you gunna help me or not?"

Tony looked over at his one friend. The only person who didn't care that he was smarter than her, who didn't want to hurt him because he stood out. Didn't care about him being way different than most, no not most, all 15 year old boys. She didn't want to become friends with Tony just because he was rich, she had wanted to become friends with Tony because he was, well, Tony. He just looked at her taking in every inch of her medium brown skin, jet black straight hair, and warm dark brown eyes.

"Im not going to lie to you, your one of the most inconspicuous people I know."

"Uhhh...Than.."

" I mean you're not beautiful by societies standards but you're not ugly either. You just sort of blend in with the background and don't stand out in any way."

"Oww my ego, Gosh Tony you know exactly what every girl wants to hear, your such a smooth talker. And wait... did you say I'm not beautiful by SOCIETIES standards? Does that mean I'm beautiful in YOUR standards?Huh?"

"I..umm.. So how about that math problem?"

She let out a laugh that Tony thought sounded like a dying seal, yet he wouldn't trade for anything. He wasn't religious but just in case there was a god he prayed that he could spend everyday for the rest of his life with her….

"Val, I'm so sorry. I should have been there, I should have been there." Tony let go of the wrench in his hand and slid to the floor. He closed his eyes but felt the heat of the rising tears behind the lids. " Should have been there."

XXX~Same day elsewhere~

Peter sat in the back of his third period class. History wasn't his favorite class, nothing new or exciting ever happened. Wasn't that the definition of history though? the voice in the back of his mind spoke up. He put his head down on his table planning to catch up on a nights sleep, he was out late being Spider-Man and was seriously tired. It was a wonder he was able to function at all on such little sleep, although he had been eating frozen waffles in the morning because he didn't have the brainpower to turn on the toaster. Just as he began to drift off to sleep his teacher clapped his hands startling him out of his seat. His teacher, Mr. Harrison gave him a dirty look and the class snickered.

"Sorry" he sheepishly mumbled.

Mr. Harrison ignored his comment and addressed the room.

"Class we have a new student" Mr. Harrison looked to his right, motioning for the girl to come forward, "Do you mind introducing yourself?"

"Hi, my name is Tina. Well actually Tina isn't my real name, it's short for something else but I prefer Tina. I'm 16 years old and like Mr. Harrison mentioned before I'm new here."

"Class, I hope you all treat Tina with nothing less than respect. Okay Tina you can take a seat anywhere that's open."

"Thank you"

Peter looked up at the girl. She wasn't shy introducing herself, and she wasn't ugly so she'll have friends in no time. She walked to the back of the class, chose a table next to him, took out a notebook and began to take notes. She was silent the rest of the period until the bell rang. Peter practically ran out after hearing the bell, he was bored out of his mind and wasn't able to go back to sleep. It was lunch and his aunt May had packed his,so he didn't have to wait in line before grabbing a table. He had chosen one of the best seats outside,all the way in the corner under a tree that gave shade and not to mention it gave him a perfect view of everyone in the lunch area. He began to eat an apple while studying his surroundings, keeping a watch for Flash. He didn't see the bully, he must be practicing football. He did manage to see the new girl joking with some other students getting friendly. Called it. He looked down preoccupying himself with his lunch, taking out a sandwich, not bothering to notice what was going on around him since he didn't have to worry about Flash. He failed to see the new girl waving off the group she was joking with. He didn't notice her coming straight towards him.

"Mind if I sit here?"

Peter jumped in the air surprised and gave a small yelp, yes he did have his spider sense but she wasn't a danger so it didn't go off.

"Umm...why?"

"Well if I eat standing up I look like an utter weirdo. So can I sit? and we can totally act like your girlish scream didn't happen"

"Yea sorry I'm not used to anyone sitting with me or even trying to interact with me other than for help on chemistry homework."

"Actually that's why I wanted to sit with you-"

"You need help on chemistry homework? but you probably don't even have homework yet."

"No smart one I wanted to sit with you because I was warned to not sit with you. Something about committing social suicide. I fail to see the problem with you. I mean from what everyone's been telling me you're like some sort of science genius and from what I can see you're a lot hotter than most guys here. Cute and smart, where's the problem?"

Peter practically choked on his sandwich. "*cough*You umm think I'm *cough *cute."

"Well that's what I said, so yea. By the way the names Tina."

"I know we have History together." Maybe she just sees me as some kind of charity case, a help the loser kind of thing or else she would have remembered that after she introduced herself she sat right next to me.

"I know I made a point to sit right next to you but you haven't told me your name yet and I think one of the most important things in being friends with someone is knowing their name. And usually when one person offers their name the other person offers theirs too. So I introduced myself again in an effort to get you to introduce yourself."

"Oh, Peter. Peter Parker."

"Well nice to meet you Peter. So, wanna fill me in on who to avoid and who to kick in the nuts the moment I see them?"

Peter laughed. They talked the whole lunch break and Peter found himself actually believing she genuinely wanted to become friends with him. The bell rang and after asking for help on her schedule he learned that they share four out of six periods. Her schedule was:

Algebra II

Chemistry

AP History

French 2

AP English

PE

Peter's scheduled differed because the chemistry class and math class were switched since he took AP Chemistry and Calculus. They walked together towards the school building and for the rest of the classes Tina made sure she got the seat right next to him.