"Look, man, this really isn't a good idea..."

"C'mon, put your gloves on."

"Happy, I can't box with you, I can bench, like, twenty-thousand pounds! If I don't pull my punches enough or miss a shot or something—"

Happy kept lacing his gloves, steadfastly ignoring Peter's uneasy fidgeting at the edge of the ring that occupied one corner of Tony's gym. It was weird seeing him decked out in the gloves and the protective gear and the shorts (the shorts…Ned would never believe it) that had materialized from God knew where the minute the older man had decided they were going to spar. Peter had known in some distant corner of his mind that Happy hadn't sprung into existence with the trademark black suit and bodyguard glare, but the idea of him having had this whole past career before Tony just...didn't mesh with Peter's reality.

"How's sparring with me any different than your patrols? You gotta be pulling your punches then, too, if you haven't punched anybody through a wall yet."

"Well, yeah," Peter edged towards the ropes in a bid for escape. Happy's eyes narrowed and an impressive harrumph brought Peter sulking back towards the center of the canvas. "But I mostly just...web and go, you know? I don't get in a lot of actual fist fights."

"Yeah, and that's why you keep losing 'em when you do," Happy said firmly, jerking his head towards the offending black eye Peter had slid into the car with an hour earlier. "If you want to keep doing this, you gotta get better with the technique. Can't always just muscle your way through stuff."

Peter shot a desperate glance across the room at Tony, where the older man was using a weight machine as an easy chair rather doing the reps Happy had recommended he do to "stay busy and don't distract the kid" when they had trooped here rather than following the usual route to the lab. Tony lifted his hands in a helpless shrug, smirking all the while. What do you want me to do about it? Peter rolled his eyes. Typical.

He supposed he shouldn't have been surprised...Tony hadn't exactly protested this little foray, either. One look at the ring of mottled blue and purple painted beneath Peter's eye from an ill-fated encounter with what might or might not have been a freaking ninja and half a minute's worth of Peter's attempt to explain it away, and Tony was already seconding Happy's motion that self-defense lessons should be added to the "internship" roster. Peter had dismissed it as just another of Tony's passing fancies, a joke that would soon be brushed off in favor of their comfortable lab-and-dinner routine. Instead, here he was in borrowed sweats and enormous gloves that made his hands feel too heavy and slow for any real action.

Not that he really minded that part. The idea of sparring with someone he not only knew, but whose punches couldn't even begin to match up to his already made him a little queasy. Still, Happy wasn't an easy man to argue with, especially when he was worried. Peter hadn't missed the tinge of concern in the older man's eyes when he first caught sight of the bruises or the fretting hidden beneath his bluster when he demanded to know what Peter had done to himself. That, along with the fact that Happy was willingly giving up the few quiet hours during which Peter and Tony were always too busy with the wonders of the lab to bother him spoke volumes.

Peter wasn't sure whether to be touched or annoyed.

"First rule: don't take your eyes off your opponent," Happy's voice drew Peter's attention back to the ring just in time to see Happy's glove coming in before it bopped him gently on the side of the head. Peter scowled and sidestepped away, bouncing on the heels of his feet in a lighter, faster imitation of Happy's footwork.

"But I don't need to actually see anything—Spidey-sense, remember?"

"Still can't believe you're actually calling it that," Tony piped up from behind the phone he'd aimed their direction. Peter's frown deepened. Was he...recording? Rude. He'd invited himself along for the spectacle under the guise of "supervising," but Peter suspected that blackmail material collection was a slightly higher priority.

"Whatever you call it, it didn't stop me getting you just now, did it?" Happy jabbed at him again, sharper and more focused now that Peter was paying attention. "Keep your eyes open, kid."

Peter ducked easily and bounded out of reach. Happy kept coming, tracking him steadily around the ring in an unrelenting chase. Peter wondered if that had been his strategy when he boxed professionally: chasing his opponents down until they wore themselves out. Peter threw a few half-hearted punches in return, clipping Happy's chestguard twice, but garnering more than a few comments about the way he held his wrists and his lack of proper follow-through. Happy's strikes held little more force than Peter's, a fact that drew a steady stream of sputtered protests from Tony about how unfair it was in comparison to his own sparring sessions. Peter couldn't help feeling at least a little bit smug that he warranted special treatment...even if he was objectively much more capable of taking a punch. Happy didn't seem to have it in him to really let him take a real hit.

"You gotta use your eyes, not close 'em, even when it looks like you're about to take a punch." The instructions came so rapid-fire that Peter began to wonder if he should be taking notes. There were so many tiny adjustments and new rules he'd never heard of that he doubted he'd remember them all. "Keep your gloves up; you can't fight if you aren't ready."

It was harder than Peter expected to divide his attention between restricting his strength and listening to Happy's running dialogue. Because he was listening. The fact that Happy kept sneaking in a blow here or a tap there—light as they may have been—despite Peter's speed and senses made it painfully clear that maybe he could use a little more formal training. Sure, he wasn't exactly trying his hardest now, but it felt like he'd gotten his butt handed to him more than usual lately. A scuffle with a gang of muggers had left him with three cracked ribs the previous week and a brawl with an apparent octopus-man the week before that had ended with more bruises than Peter cared to admit. He usually won by the time all was said and done, but he wasn't going to turn down a chance to pick up a few more tricks of the trade.

And tricks they certainly were once Happy moved past the traditional blocks and feints and strikes to outline a succession of moves that Peter was sure he'd seen before, but definitely not from a professional. He dutifully watched Happy go through the motions of kidney shots and rabbit punches and low blows that made him wince as he imagined how that would feel if it landed on flesh rather than empty air. He couldn't help feeling a bit incredulous that Happy was actually passing along this particular kind of boxing lore.

"Hey, Happy? Isn't that—" Peter dropped out of reach of a wide haymaker when they moved back into sparring, cutting Happy off as the man described a particularly brutal strike that could be aimed at the nether regions. "Isn't that kinda fighting dirty?"

Happy paused as they both withdrew a few steps, panting more heavily than Peter was, but clearly not finished. He sobered, eyes straying up Peter's face to focus on the black eye again.

"It is—and don't you ever let me hear about you using any of that in a ring, if you ever pick up the hobby or something—but...if someone's trying to kill you, kid, you use everything you can, got it?"

His tone stayed as gruff and impatient as ever, but something about the emphasis with which he shook his glove in Peter's direction and the ferocity in his eyes made Peter nod back just as fiercely. He'd seen the same look on Aunt May's face when she bombarded him with first aid tips and stern warnings about injuries gone bad that she had witnessed firsthand during her shifts at the hospital. There wasn't much she could give him to keep him safe when he ventured out onto the streets—not like Tony with his suit upgrades and promises of back-up—but she gave all she had, even if it was only advice. Happy didn't have much to protect him with, either, but if the way he brushed the sweat out of his eyes, squared his shoulders, and demanded they go again was any example, that wasn't going to stop him from trying. Peter tamped down a grin and raised his gloves again. He hadn't originally believed Tony when he claimed Happy was just a collection of soft spots masquerading as a tough guy, let alone that one of said soft spots had his name on it these days. And yet here they were.

"Hey, Happy?"

"That's another thing, you can't keep talking this much when you fight. You got any idea how distracting that is?"

"Thanks for doing this."

"Yeah, yeah..." Happy's face softened a fraction. "Just don't come in here with any more black eyes."

It was as close to a "be careful" as he was likely to get, Peter supposed. And, stoic as it was, it was a far cry from the ignored texts and dismissive phone calls a year earlier. Peter grinned as Happy stepped forward to launch into the next bout. He would take what he could get.