Happy's eyes keep flicking up to look at Peter in the rear view mirror unsettled with the uncharacteristic quiet from the boy, it was usually difficult getting a word in edgeways around his ramblings, he was a little like Tony like that. He had been driving twenty minutes and the boy was still looking forlornly out the window.

"You alright kid?" He queries watching as the boy plasters on an obviously fake smile.

"Yeah great totally fine Happy." Yeah the kid isn't fine.

Peter fidgets as they get closer to the tower fiddling with a loose thread on his sweater as Happy pulls into the private garage. He grabs his bag and swings it onto his back as he climbs out the car and follows Happy towards the elevator. The man looks at him as they step inside it eyebrow raised. Peter sighs, ever since he was given his own password Happy stopped using his own when with Peter. The boy had spent weeks thinking it was some secret code before finding out it was voice activated and Happy just hated saying I'm a Happy Chappy. To be honest having his own access code for Stark tower sounded really cool but it was just embarrassing having to say either Peter Piper picked a peck of pickled peppers or Spiderbaby every time he visited (the phrase depended on whether or not he was in his suit). Of course this wasn't the only security measure Peter knew F.R.I.D.A.Y assessed whether they were themselves with brief scans while they were inside the elevator.

Happy's impatient cough brought Peter out of his musings and he mumbled his code blushing. Before he knew it they were at the second to highest floor where Mr Stark's lab was located and he immediately saw the man himself on the far side of the room a cup of coffee in his hand as he looked over some blueprints projected onto the wall.

"Well if it isn't my favourite Spider" Tony says turning around at their entrance, eyes warming slightly as he looks at the teen. "Have you eaten?" follows immediately and at Peter's shake of the head he walks over putting a hand on the boys shoulder. "Upstairs, now. You know where the snacks are. Bring down a few, we might be here a while." He lightly turns Peter pushing him into the lift as he tells F.R.I.D.A.Y. to take the boy upstairs.

Spinning to look at Happy as soon as the elevator doors close he asks, "so whats up? You look worried. Your shoulders were tense when you walked in."

"It's the boy."

"What? Is he hurt? Why didn't you say something sooner?" He says frantically worry clouding his face.

"No he's fine" the bodyguard assures smiling slightly at his Boss's overprotectiveness. "Well maybe not fine he was quiet on the way here. I think something is bothering him."

Something is bothering him? Tony thinks to himself. "Okay, no problem, I got this. Don't worry. I have this."

Happy grins nodding wondering which of them Tony is trying to convince. As Peter comes back granola in one hand and a fistful more in the other Happy turns and leaves in the elevator the boy just vacated.

"Okay my little Spider let's get to work."

A small smile works its way onto Peter's face as he drops the granola down on the table in the corner they had christened the snack table several months before. He quickly goes over to his usual work station and projects his webshooter designs in front of him. He takes out a pen and starts jotting down notes and ideas as the billionaire looks on. Peter soon forgets about the man as he relaxes into his work quickly moving on from the blueprints to an actual webshooter.

"So what are you trying to do underoos?" he hears twenty minutes later making him jump as he was so engrossed in his work.

"Oh umm just I want the webshooters to make it easier to replace web cartridges so I don't have to stop to do it. I'm trying to make it something I can do with just one hand. The idea is if I flick my wrist a certain way it will drop the empty cartridge and then…."

Tony looks at the kid fondly as he rambles on about his intended improvements, proud with what the boy has come up with. "That sounds great buddy, you really are good at this."

He watches the teen blush under his praise and look down shyly. "Well I won't distract you get on with it."

Peter does as he is bid and continues working quietly.

After another twenty minutes Tony looks over at the boy, he has been quiet today he thinks to himself. Usually the boy talks a mile a minute about anything and everything.

Peter continues working but it seems less fun than usual, less exciting. No matter how hard he tries Flash's cruel words won't leave his head. After all, why would Mr Stark care about useless Peter Parker, he's a busy man Peter should be grateful the man is putting up with him, grateful he even lets him in the building, grateful…

"You know you can tell me anything Peter right?" Tony's words interrupt his spiralling thoughts and he nods distractedly continuing his work.

Tony leaves it at that and continues to watch the boy work rather mechanically and without his usual enthusiasm for the next ten minutes. "Right Peter what is it? You've been quiet since you came in, whats wrong?"

Startled eyes wide Peter looks up, "n-nothing Mr Stark."

"No. Come on somethings wrong. You can tell me, Peter." He watches the boy bite his lip clearly wrestling with himself. Tony stays quiet looking at him a single eyebrow raised, waiting.

"Do you only care about me because I'm Spiderman?" The boy blurts out.

Tony takes half a step back as if struck, he never expected those words to come out the teen's mouth.

"It's okay, I understand sir really, why would you care about me? I'm no one just a kid from Queens…"

"What no! Peter look at me. No." Tony steps forward putting his hand under the boys chin forcing him to look him in the eye. "No Peter, I care about you. Peter Parker. Yes you are Spiderman and we would probably have never met without you being Spiderman. Of course I care about you. Why else would I make sure you eat enough and keep an eye on your grades. If I didn't care about you I would not punish you for getting in dangerous situations, I would not have you staying over every other weekend or invite you into my lab."

Tony's heart breaks as he looks down at Peter, he wipes a tear from the child's cheek. "Where did this come from Peter?" He asks.

Peter looks down embarrassed and mumbles an apology. "No I don't want an apology Peter where did this come from?"

"A boy at school was just running his mouth, saying stuff."

"What was he saying Pete?"

"He said I was a liar and my internship was just making coffee and calls, said you didn't care about me. That no one cares about me because I'm just a useless loser"

Tony pulls him into a hug and feels the boys arm circle him. "Peter I care about you so much. May cares about you. Happy cares, he was worried when you were quiet today Pete, we all care about you. Peter Parker. Your friends care, don't listen to that boy."

He sighs as Peter sobs into his chest and gently manouvers the boy so they can sit on the sofa in the corner. He whispers assurances in the boy's ear as he runs his hand through his unruly hair. "You are not and will never be useless Peter. You are worth ten of that boy. Was it just words though Peter? You need to tell me, was it just this one time?"

Peter feels safe in Mr Stark's arms but too embarrassed to tell him just how awful Flash is he nods into his chest mumbling that it is just words nothing else, he's fine.

"You would tell me though if it was more wouldn't you Peter?" The man asks worried.

Peter nods again into his chest as he starts to doze off.

A few minutes pass and Tony feels the boy relax and hears his breaths even out. Untangling himself from Peter he arranges him so he is lying comfortably on the sofa.

"I care about you so much it hurts Peter." He whispers thinking to himself that if it was anything more Peter would tell him. Wouldn't he? Why wouldn't he? Yes he definitely would.