I had a bit of writer's block regarding the...how must I say it...ENEMY of sorts in this chapter, but I pulled through and here's another chapter! I've gotta say, I really REALLY loved writing this chapter because I love torturing my characters... Peter's not even my character, but still. xD

This chapter is not as long as the last two, but I'm still very very proud of it to say the least. There's a lot of Tony-Peter father-son moments in this chapter, which I was looking forward to.

I'll get straight to the chapter without much blurb prior to the writing, so let's begin! Enjoy!

Disclaimer:

I do not own the Spiderman franchise, the Marvel franchise, or any of the characters. That all belongs to Marvel Studios. Everything to Marvel Studios. Any added dialogue, plots, or characters are mine, but nothing else. I don't own it.

Chapter Three - Breathe Through It

I always forget how refreshing it is to swing on my first web of the day. Gliding and twirling through the air, latching onto web after web and running on rooftops. When I'd first gotten my powers, I hadn't really known my way around Queens. From years of experience swinging through alleys and streets, I'd memorized the entire city. Now, instead of asking for directions to a location, I help other people find their target. Every night I stop robberies. I catch thieves. I deal with problems that need fixing.

But now, I have a different air about me. At least once sometimes through an afternoon of Spiderman, I can't help thinking back to Vulture. It's hard to picture myself fighting like that again.

Ah, whatever. No use dwelling on it now. I've got locals to save!

Hours feel like minutes skipping by and before I know it, the sun is about a half-an-hour away from the horizon. I crawl to the top of a building and flip onto the roof, snatching my phone from my backpack where I'd hidden it behind a group of trashcans. I scroll through a few contact options before landing on one and switching to an automatic voicemail.

"Hey, Happy. I'm just reporting for today. There were a bunch of people who didn't seem like they knew where they were going so I gave them directions. A band of thieves were trying to make out with a few boxes of stuff, so I stopped 'em before they even knew it who it was. Other than that, I just hung around, said hi to a few people from a distance, and fixed some things. That's it. Peter Parker, signing out."

I end the call and toss the phone into my pack. Without a word, I refill my web shooters and run through the list of accomplishments from today.

"You've done well, Peter."

"Thanks, Karen." I take a seat at the end of the building, gazing out over the city. "I should probably go home. I don't want to keep Ned waiting if he's there yet. I'm not far from my house, so– ."

"Detecting two individuals in the alley nearest to you."

"Huh?" I crouch down and creep to edge of the building. Karen's right. Two men wearing hoods over their faces are huddled together under a dying lamppost. "Well, like that's not suspicious." Sliding down the side of the building, I maneuver around a few windows and drop to the ground, finding coverage behind a trash bin. "Karen, let me hear what they're saying."

The voices slither into my mask.

"Help me out. I've been at this for a year, give me some leeway."

"You have the genetic files. Isn't that enough? Kidnapping ain't something I'm getting my hands into. This ledger is dry of blood, and I'd like to keep it that way. It'll get me into more trouble than I'm asking for. I'm not doin' it."

"Come on, Digg. I'll pay you. You're the only one who's helped." The hooded face crinkles into a hopeful sneer.

"How much will you give me?"

"Five hundred thousand dollars." Arms fly open to indicate the huge amount.

"Sorry. Ain't happening. Find someone else." Digg backs away.

The other man crushes his hands around his throat, pushing him against the alley wall.

I grit my teeth, heart rate surging as the pinned adult lets out a strangled cry.

Kneeing him in the stomach and tightening his grip, the attacker shoves himself inches from his victim's face. "Tell me, Digg! Tell me you'll do it!"

Digg's words fumble a bit before croaking out of a blocked throat. "All right."

The scarred hands relent. Digg crumples to the ground, coughing and choking.

"Get up." The male's voice grates like steel and he rams his foot into Digg's side. "You'll do it?"

Still on the ground, the victim nods, his breathing ragged. "On one condition."

"I'm done with your crap. You do it, or I'll strangle you with my own hands. I have enough crime under my belt that murdering a little here and there doesn't bother me."

"Toomes– ."

"Shut up!" He jabs his boot into Digg's chest and a crack pierces the evening air, followed by a weakened grunt.

My heart misses a beat. Toomes. I– No. It can't be.

Digg manages to speak through his groaning. "Toomes, listen… If you do what I want…I'll join you on…on whatever other plans you have…"

"You'll work with me forever if I answer to your condition?"

"Yes."

"Reasonable. Spit it out."

"I want a million. Five hundred thousand's cheap."

"I can't do that."

"Then you can beat me up all you want, but I'm not helping you."

Silence echoes.

Eventually, Toomes growls. "Fine. Job first, money later."

"Pay me first, then I'll catch the kid."

"I don't care how you get him. I don't even care if you have to knock him out to bring him to me. I just wanna be the one to put a bullet through his head."

The knot in my stomach tightens. He's talking about me.

"Your heart rate has increased rapidly."

"I know, Karen." Breathing heavily, I back myself against the wall, gripping the cobblestone bricks with sweaty hands. The scratchy voices lapse into the background behind the massive drumming of my pulse. Toomes. Adrian Toomes. Vulture. He's talking about me. He's still after me. He wants to kill me. I have to leave. I make an attempt to rise, but my shivering limbs bring me back down. Numb, clammy fingers grope for something to hold onto as the shadows swim through my vision. Slamming my eyes shut to block out the dizziness, I wrap my arms around myself, fighting the throbbing pain that thunders through my chest with every heartbeat. I have to escape. I have to hide. I have to escape.

I can't feel my body anymore. I'm losing control. Everything's shaking, pounding, roaring through my conscious.

I can't move. I can't breathe. I can't feel. Someone, anyone, please.

A muted voice breaks through to my brain, slowing the input of fatal images.

"Peter, I'm here. It's okay. Breathe. Breathe…"

In the back of my mind, gentle hands brush my sides. I flinch away, curling tighter inward as Vulture flashes in my mind's eye.

"Shh… Calm down, Pete. You're safe. You're safe. Breathe." Fingers scramble near my neck and pull something off my head. My mask.

This time when the hands touch my tight shoulders, I cling to them like lifelines. The steady flow of dangerous scenes poisoning my thoughts fade and retreat to a minimum. My senses lethargically reopen.

"Peter?" One of the hands lifts my chin and Mr. Stark's face appears before my own, his eyebrows drawn close together and his face pale. "That's it. You're breathing easier now."

"Mr. Stark…?" My voice is tiny and high-pitched to my ears.

He nods, moving his hands from my shoulders to my face, using one to smooth a damp strand of my hair. "You all right, Underoos?"

"What…what happened?"

"You had a panic attack, and it was a pretty bad one from what Karen was telling me."

"Karen?"

"She contacted me as soon as you were having symptoms and I got here as quick as I could."

I spot the Iron Man suit a few yards behind him, shadowed by the building.

Wait.

The building. The alley. The men. Toomes.

My muscles jerk to life and I seize Mr. Stark's wrists with a cry, my eyes so wide that they hurt.

"Whoa, whoa, whoa, Peter!"

"Where-where're those two men?"

Mr. Stark stares at me. "What two men? There was no one here when I found you."

"There were men out here earlier and they looked like were talking about some kind of deal but one of them was the Vulture guy who was giving the other guy money to hunt me down and capture me– ."

"Hang on– slow down!" Mr. Stark applies soft force to my shoulders, forcing me to relax and sit still. "Speak slowly, clearly, and think. I'm here. You're safe. You said there were two men here earlier?"

"Yeah. One of them was the Vulture guy."

Mr. Stark's hands tense up. "Toomes?"

The name draws a shiver out of me and I start to bend into myself again. "Y-yeah. They were arguing. Toomes wanted the other guy, I think his name was Digg, to do something for him, but Digg wanted more money than Toomes was willing to give. The Vulture guy kicked him and almost strangled him in order to make Digg do what he wanted."

My mentor sets his hard gaze on me, rubbing my back in a soothing motion. "And…what was it Toomes wanted Digg to do?"

My voice shakes as the next words leave my mouth. "To hunt me down and bring me to him."

Mr. Stark freezes. His dilating eyes flicker along my face, almost begging me to say I'm joking.

My eyes water. "Vulture still wants to kill me."

Jerking himself from his trance, Mr. Stark grips me. "I'll protect you."

"But if he gets the suit, then he'll be able to hack it and it won't be the same and my house doesn't have any safety mechanisms so he could sneak in a kidnap me at anytime so I'm really not safe anywhere anymore– ."

"Peter!"

I stop short and lock eyes with Mr. Stark, tears tumbling down my face and my breathing frantic again. We stare in silence at each other for a few seconds before I throw away all sense of humility and crush my arms around him, barely holding back a torrent.

When Mr. Stark wraps his own arms around my quivering body in a hesitant embrace, I finally break down, melting into tears in my mentor's hold.

Minutes pass.

Eventually, my tears begin to subside and my breathing slows.

More minutes run by.

Mr. Stark tilts his head and glances at me, my head on his shoulder.

"You okay?"

I nod sluggishly and pull away from him, rubbing my eyes and slumping against the wall of the alley.

"I'd better get you home. It's eight o' clock."

I moan, massaging my temples with my pointer fingers. "Eight? Crap… Ned was going to come over at seven."

"Well, you're going to have to tell him to come back tomorrow. You need a good, uninterrupted night's sleep. With your panic attack and your breakdown, your body doesn't have all that much energy left to run on. You've drained yourself, mentally, physically, and emotionally."

I clutch the edge of the trash bin and hoist myself to my feet, but a sudden dizziness drains me of what little strength my attack has left me with and my legs buckle.

Mr. Stark catches me and lifts me in his arms. "Steady, Pete. I got you."

I'm fighting to keep my eyelids from drooping shut. "Don't…don't carry me… I can walk…"

"Walking yourself or sleeping. Choose one."

I gotta say, sleep sounds tempting. "But…but Aunt May's gonna see me…in my suit… What're you gonna say?"

"Don't worry, kid. I'll make something up." Mr. Stark strokes my hair, lending me a quick grin. "Get some sleep, Spidey. Right now, there's nothing more important than that."

Then my eyes flutter closed and a peaceful darkness overtakes me.

AUTHOR'S NOTES: Awwwww Peter and Tony! I said this before, but this has been by far my favorite chapter to write. I have got many more surprises up my sleeve for future chapters though, so stayed tuned for those. :D

Read and review!