For the record, since I've gotten a comment about this, Harley is not Reed Richards. That's on the right track though.

Tony Stark was forty when Spider-Man was born.

"Hey Petey, how was your first week of school?" Tony asked as Peter came into the living room.

"Great!" he chirped, dropping his backpack before flopping onto the couch next to Tony.

"That's wonderful," Pepper said, leaning over to press a kiss to his forehead before heading towards the elevator. "I'll be back for dinner and then we can hear all about it."

"Okay, Mom."

Tony waited until he heard the elevator doors close before giving his son a look. "So, how'd it actually go?"

Peter gave him a confused look.

"Don't give me that. You know you can't lie to me."

Peter groaned and set his head in Tony's lap. "It was fine."

"But?"

"It's nothing, just… Everyone seems to already know each other, either from middle school or because their parents all know each other. And I'm just some weird random homeschool kid who's there on a scholarship and changes in the bathroom stalls instead of the locker room."

If only they knew, Tony thought as he ruffled his kid's hair. "Just give it time for that winning personality of yours to kick in. You'll have tons of friends soon enough."

"You think so?" Peter asked, looking unconvinced.

"Sure, maybe try joining a club or… I don't know. I'm not the making friends type. Still not sure why Rhodey's stuck around this long. He and Pepper would be better at this. Just make sure to be yourself. If they don't like the real you, then they're not worth your time. Starks don't change themselves for anyone." He could hear Rhodey, Happy, and Pepper calling him a hypocrite in his head, but ignored it. Being a dad was all about do as I say, not as I do.

"Alright, Dad." Peter sat up and hugged him. "Thanks."

"Anytime, Kiddo. Now, how about you go put your stuff away and then we test out that new drone I'm making for Wilson?"

Peter perked up. "The bird bot?"

"The bird bot."

"Yes!"

Peter was doodling ideas for improvements on the bird bot when someone tapped his shoulder.

He flipped his notebook closed quickly and looked up to see a pretty older girl standing over him.

"You're Peter Parker, right?" she asked.

"Uh, yeah, that's me."

She smiled and held out her hand. "My name's Elizabeth Toomes, but everyone calls me Liz. It's nice to meet you."

"Nice to meet you," Peter said, bemused, as he took her hand.

"Can I talk to you for a second? If you're busy with your project, then we can do it later."

"Oh, no, it's fine," he said, pushing his notebook aside. "I'm just messing around. I finished the project we're supposed to be working on last week. My last school was a little ahead." A lie, technically. The Tomorrow Academy hadn't gone over what the project covered, but Dr. Banner had during one of their science sessions.

His teacher had seemed a little annoyed when he'd told her he'd finished ahead of schedule, as had some of his classmates, but Liz just seemed excited and dropped into the empty seat next to him. "I'm a member of the school's academic decathlon team. Our captain asked me to invite a few promising freshmen to try out while he's getting our practices ready and a couple of your teachers recommended you."

Blushing, he ducked his head. "Th-thank you, but I don't know anything about academic decathlons."

She shrugged. "That's okay, we can teach you how it works as long as you're smart enough to compete."

Peter wasn't sure about the competition part, but his dad and Uncle Rhodey had both suggested he join a school club or team to try to make friends so he nodded. "Uh, sure then. How do I try out?"

"Yeah, Ned, I'll ask Nebs as soon as she gets home," Peter was saying as he came into the workshop. "Yeah, that sounds great… Uh-huh… Okay, bye!" Peter dropped into a chair and rolled up next to Tony. "Hey, Dad! Guess what happened at school today!"

Tony adjusted the power levels and reran the simulation for the engine he was working on.

"Dad?"

"Jay, save these results."

"Right away."

"Dad, what's wrong?"

"Did you hear something, Jay?"

"I believe it was Master Peter."

"Who?"

Out of the corner of his eye, he saw Peter pout. "Nebs told you."

Tony continued to ignore him.

"She promised she wouldn't say anything!"

"Say anything about what? You betraying the entire family?"

Peter rolled his eyes and nudged Tony's arm. "It's just a field trip."

"To Oscorp," Tony spat, putting as much disgust into the word as he could.

"The entire robotics lab is going. I'd look weird if I don't go."

"No, you'd look smart. Oscorp is garbage."

"Compared to us, sure," Peter agreed easily, leaning against Tony to see his work. "But they're still one of the best companies in the world and it's a big deal to the others that we're able to tour some of their labs."

"Osborn's probably just trying to scrounge up some good PR to combat whatever scandal he's apart of this time."

"Yeah," Peter hummed, reaching out to turn the diagram.

Tony shoved the hand away. "Uh-uh, traitors don't get to help out in the lab."

"Dad!"

"There you are," Nebula said, walking in. "Why were you asking Uncle Happy when I was off?"

Peter spun his chair around to point at her. "You promised you wouldn't tell him!"

Nebula gave him an unimpressed look. "What does it matter? It's just some stupid field trip."

"The triplets would never spew such blasphemy," Tony muttered.

Nebula shook her head. "Is that all you wanted or can I -"

"Wait!" Peter called as she started to leave. "Ned wants to know if I can come over to his house tomorrow!"

"Ned?" Tony and Nebula asked together.

"He's in AcaDec and robotics lab with me. He's a freshman too and last practice we were talking about those old Star Wars movies. He invited me over to watch them."

Old Star Wars movies, Tony mouthed as Nebula asked, "And why does this concern me?"

"His mom wants to talk to you to make sure it's okay."

Tony laughed as his daughter scowled. "You wanted to be responsible for him."

"Please, Nebs!"

She groaned and turned to leave. "Just give her my number."

"Thanks, Nebs! You're the best older sister ever!" F.R.I.D.A.Y. made a sound and Peter said, "Older! You're still the best sister altogether."

"Thanks, Baby-Bro!"

"So you're making friends, then?" Tony asked.

"Well, friend. It's just Ned. At least, I think he's my friend."

Tony shrugged and ruffled his hair. "Barely two months and you've already got a maybe friend? Way better than me at your age. Knew you could do it. I'm proud of you."

Peter beamed. "Even though I'm going on the field trip?"

Tony dropped his hand and turned away. "Jay, did you hear that? It almost sounded like someone was talking."

Peter pressed his face into Tony's shoulder with a whine.

Two hours into the tour and Peter was honestly just bored.

Nothing Oscorp was working on, or at least nothing they were willing to show his class, was cutting edge. His class was mostly just interested in the equipment the labs were using, but Peter had worked with better while helping his dad or Dr. Banner.

"Dad was right, I should have just bailed," he sighed, hanging back while his classmates all crowded around the tanks of spiders Oscorp was using for a breeding experiment.

He shivered at just the idea of being that close to the arachnids, behind glass or not.

He glanced around the lab in search of something to focus on before his brain just started tuning everything out and his eyes landed on a display hidden off to the side next to a tank.

Giving the tank a wide berth, he walked over and read off the formula. It seemed to be part of the breeding experiment, but something was familiar about it.

"Please stay with your class."

Peter jerked to the side, tripping and barely managing to catch himself on the workbench holding the tank. Blushing, he pulled himself upright and turned to see Dr. Connors, Oscorp's lead genetic biologist. The man had been the one to give them their lecture when they'd reached the bio labs and was now staring down at Peter with a forced smile.

"S-sorry, I was just looking at this formula."

"It's beyond you, very advanced. Come back over with the others."

Peter shook his head. He hated when adults looked down on him. His teachers did it, some of his classmates did it, the Avengers had done it whenever they visited Dr. Banner's lab while he was there, even Dr. Banner had done it at first. His dad had never done it, though, and he didn't stand for anyone doing it to Peter or his siblings.

Well, except the twins, sometimes. But only Dad was allowed to tease them, and they knew he was just joking.

"My… uncle taught me about formulas like these years ago." He pointed at a portion of the formula as he realized what was familiar about it. "Why is Extremis incorporated here?"

Dr. Connors dropped the smile for an annoyed expression. "It isn't."

"But I recognize it. My uncle taught me about it."

"Your uncle must have been mistaken."

Peter scowled. Dr. Banner was above and beyond Dr. Connors' level.

"Please return to your class. Now."

Peter marched over to Ned's side as the class began to leave for the next part of the tour.

Just as the doors closed behind him, he felt a pinch at the back of his neck. His hand slapped at it reflexively.

"You okay?" Ned asked.

"Yeah, just an itch."

"Peter!" Nebula called as she strapped her gun to her hip. "You're going to be late if you don't get out here." She grabbed her badge and jacket, then turned to Peter's door. "Peter?"

A bit of worry dug at her when she didn't get a response. She hadn't seen Peter the night before, but his backpack was on the coat rack so she had assumed he'd gone to bed early for some reason. What if…

Nebula threw open his door and sighed when she saw the fluffy brown hair poking out from under his Iron Man comforter (a gag gift from Uncle Rhodey, Peter had made her swear not to tell Father he actually used it). "Peter?"

He groaned and peaked out of the covers. "Nebs?"

She frowned at his raspy voice, bleary eyes, and flushed face. "You okay?" she asked, coming to his side.

"Tired." He leaned into her cold skin when she set her hand on his forehead. "Everything's bright and loud."

She nodded as her sensors listed a temperature. "You're running a low fever."

He flinched and pulled his comforter back over his head.

Considering what he'd said, she quietly moved over to the window and shut the blinds and curtains. Then she went to the bathroom and grabbed some Tylenol and earplugs out of the first aid kit. She brought them into his room with a glass of water and offered them with a small, "Here."

He peaked out again then took the Tylenol and water.

"I'll call your school and let them know you're staying home. Just rest. If I can't make it back for lunch, I'll send someone to check on you. Call me or Father if you start feeling nauseous or if anything else starts feeling off."

He nodded and put the earplugs in before slipping back into his chrysalis.

She gave his side a pat and left for work.

A car honked, a baby cried, someone knocked on a door, someone dropped a glass, another car honked.

So much. Too much.

Peter reached up to make sure the earplugs hadn't fallen out while he was asleep, but they were still in. They really weren't helping much, but he figured something was better than nothing.

He pulled his blanket down and squinted as the light hit his eyes. He wanted to tug it back up, but his stomach was killing him. Maybe Nebs would be back soon?

Sitting up a little, he reached out for his glasses so he could check the time. He paused when he spotted his glasses next to the alarm clock.

The alarm clock that he could easily read.

He looked around his room and was shocked to find he could see everything perfectly, once he pushed past how bright everything was. For so long he'd never been able to see more than a foot in front of his face, yet now everything was crystal clear. Better than, really. Even his glasses had never let him see everything with such detail.

He rubbed his eyes, but the only thing that did was help his eyes adjust to the light a little.

His stomach gave a loud gurgle and cramped, reminding him of his hunger.

Shoving aside his weird eye thing for now, he checked the time and pouted when it showed it was only half-past ten.

Hissing, he slipped out of bed. The ache throbbing through his body briefly grew in his legs as they took his weight and rippled through the rest of him. Once it dulled, he shuffled over to his desk and grabbed his sunglasses. They made everything blurry as his miraculously healed eyes tried to focus through them, but he knew the living area was going to be even brighter than his room.

Sure enough, it was blinding and he barely opened his eyes as he searched the kitchen. He ended up pulling out an orange and some leftover pasta from the fridge. He tossed the pasta into the microwave and moved to the sink to peel the orange.

However, as soon as he broke the skin, he was hit with a strong citrus smell that sent a shiver down his spine and he dropped the orange out of instinct. He stared at the fruit until the microwave timer went off. With another shiver, he carefully grabbed it by the unbroken portion and tossed it in the trash. He then washed his hands thoroughly until all he could smell on them was mixed berry hand soap.

It was only when he was back in his room, halfway through his leftovers and a party-sized bag of chips, that he realized something was up with his behavior. He stared down at his hand, lost. Why had he reacted like that? He'd never had a problem with oranges before, especially not to such an extreme. Maybe the fever was messing with his head.

Resigned to more bed rest, he finished off his food then cocooned himself back on the bed, leaving the container and bag on his desk since he didn't want to face the bright light again. He dozed until he was woken up by Uncle Happy coming into the apartment.

"Kid, you still in bed?" he yelled, shutting the door and locking it.

"Yeah," Peter groaned, clenching his fists around his comforter. "Not so loud, please. Why is everyone yelling today?"

"Kid?" Uncle Happy stomped down the hall and opened Peter's door. "Peter?"

Peter shushed him.

Uncle Happy stomped up to his bed and sat down on the edge, reaching over to rub up and down his side. "How are you feeling, kid?" he asked. He wasn't yelling anymore, but he was still a little loud.

Why couldn't anyone whisper?

"A little better," Peter sighed. "Still hurts and tired."

"I see you got up to eat."

"Mm-hm. Really hungry."

"Clearly. You ate enough to satisfy Cap. Feeling nauseous at all?"

"No."

"That's good. When was the last time you took any medicine?"

"Nebs gave me some Tylenol before she left." He considered mentioning that it hadn't seemed to help, but kept quiet, figuring he must have just fallen asleep before it kicked in and woken up after it wore off.

"Alright. I'm going to go grab the thermometer and some more Tylenol, okay?"

"Mm-hm."

He quickly did as he said and Peter swallowed the pills while Uncle Happy held the thermometer in his ear.

"Well, your fever's gone down some. That's good. Must just be a bug or something," Uncle Happy said, rubbing his shoulder. "You need anything else?"

"'M okay."

"Alright. I'll get you some more water before I leave. Give one of us a call if anything happens before Nebula gets home, alright?"

"Okay," Peter agreed, burrowing back into his cocoon. "Can you also grab me some jerky?"

"Still hungry?"

"A little."

"An appetite's good, right? Yeah, probably. That it?"

"Yes, please."

Uncle Happy ruffled his hair. "Get some rest. I'll leave your snacks on your bedside table."

Peter groaned and ducked further into the chrysalis.

By the next morning, his fever was gone, but everything still seemed too loud and bright. The body pains were still there too, though they'd faded to a muted ache. And then there was his vision…

"Hey Peter, how are you feeling?" Nebs asked as he came into the - thankfully darkened - living area. "Why aren't you wearing your glasses?"

"I'm okay, just a bit of a headache. I -" His nose twisted up and he took a step back. "What are you drinking?"

"Peppermint tea. Vision recommended it. Want some? It's supposed to be good for headaches."

He took a few more steps back when she held her mug out to him. "Pass."

She raised an eyebrow before shrugging it off. She came up to him and he forced himself to stay in place, shivering at the smell. She placed her hand on his forehead and said, "Are you feeling up for school today? You don't have a fever anymore."

He shook his head, thinking about crowded halls and loud bells.

"Alright. You might as well come with me to the tower then."

He nodded. He didn't want to have to go outside, but it would be worth it to see Dad and hide away in his soundproof room with the windows blacked out.

"Go get dressed then. Don't forget your glasses."

Peter quickly dressed, but paused when he picked up his glasses. He put them on and everything went blurry.

What is going on?

"You almost done?" Nebs called.

"Yeah." He put his glasses away and dug out the sunglasses he kept for the rare occasions he decided to wear his contacts.

He picked up his jacket and nearly jumped out of his skin when a spider fell out of the hood. Not taking his eyes off the bug, he reached back to grab a petri dish and its lid off his desk. It was only after it was safely trapped inside - and held as far from him as possible - that he realized the spider was dead. Relieved, he looked closer at it, curious about the bright red, blue, and black coloring. He'd never seen a spider like it before.

"Peter?"

"Coming." He set the dish down and shook his jacket out. Once he was sure there were no more hidden spiders, he tried to put it on, only to find his hand stuck to the fabric. He shook his hand and tried to pull it off with his other hand, both to no avail.

"Peter hurry up."

He spun around as his door opened.

His jacket fluttered to the ground.

"What are you doing?"

"Just putting on my jacket," he chuckled nervously.

"Right," she said, looking unconvinced. "Well, let's go. I need to get to work.

"Yep, sorry," he sighed as Nebs left. He glanced at his jacket on the ground, then grabbed another out of his closet. He pocketed his phone and put on his sunglasses before pausing. He glanced at the spider, then his door, before slipping some rubber bands around the dish and pocketing it as well.

Just finished writing down the Infinity War part of this and I've got to say, I cried while writing it. Why does Infinity War have to exist?

Also, place your bets now on who bites the bullet!

An update on something I mentioned in the past: Riri, Miles, Gwen, and Kamala won't be appearing in this story, unfortunately. I just don't have enough information on Riri and the Inhumans to include her or Kamala and Peter's just too early in his superhero gig for Alchemax to be trying to recreate him so two spider-powered-people will have to do for now. There are two kid heroes that don't show up in canon that will be appearing though. One who was already planned and I might have mentioned already, can't remember, while the other will be taking Riri's spot... and all that implies