"Not bad kid, you're better than you look," Nat commented as wiped sweat from her forehead with her forearm.

"Thanks… I think," Peter responded as he grabbed his water bottle and sat down. His breathing was still heavy from the spars. In the end, the score was 3/4 to Nat. Though the last one was pretty close.

"So, how?" Nat asked as she moved to sit next to peter. She had her legs crossed with one elbow on her knee with her head leaning on her knuckles, awaiting an answer. For a spy, she could really be blunt when she needed too.

One of peter's eyebrow rose slightly. Hadn't they already talked about how he got his powers on the car ride to see MJ? Despite this, he started explaining.

"Oh ah, I was on a field trip to…" He started on to be cut off. With a slight breathy laugh, nat corrected her question.

"No, I mean how did you get so good? No offence kid, but you aren't even 18 yet. Not that I was doing any different than you at your age but most people on the team couldn't beat me at hand to hand combat. So what's your secret? How did you get so good?" Nat questioned.

Peter decided that the floor was far more interserting at this point. He stared at it, refusing to meet her eyes. He had been taught to lie exceptionally well by shield. He did doubt if he tried hard enough he could fool Nat if only for a bit. Yet, his emotions were far too connected to this question than he liked to admit. Scratching the back of his neck, Peter took a deep breath and said simply:

"I.. ah… trained a lot. Yeah... I trained a lot."

He did lie, it was the truth. But people always worried about him when he told them how he trained, the lengths he went to. Peter remembered the look on Bucky's face when he told him. Pity. Peter didn't need or want their pity, yet it was there.

So peter trained hard. So what? It had got him where he was today. H needed to get better so he did. He trained. No lie, just not the whole truth.

*FLASHBACK to time with SHIELD*

Sweat dripped from Peter's forehead, splashing on the ground. He was exhausted, but he pushed on. He needed to get better. Clarke had always told him he didn't need to prove himself, that he was good enough.

If he was good enough Mr Stark wouldn't have left him. May wouldn't have died. MJ wouldn't have gotten hurt. Ben wouldn't have died. No, he wasn't good enough. So he would get better. No one else would get hurt because of him.

He gritted his teeth and punched the punching bag harder. Fury had said that they were the ones Captian America used, that it would mean the punching bags should break when he hits them harder.

An echo sounds through the training room as the forth punching bag falls to the floor, sand pouring from a rip in the leather.

Peter had been going non-stop for the last couple of days. Since Wednesday in fact. Fury and Colouson were out, probably something to do with the accords, Clarke was on a mission. So it was just him, but that was okay. When it was just him there was no one to tell him to slow down, or stop, or take a break. Stopping was just wasting time. If he was going to prove himself to stark, to everyone, he needed to get better.

They had left on Wednesday.

Today was Sunday.

As Peter moved to get another punching bag when a dizzy spell hit him like a truck. He leant on the wall clutching his head, waiting for the spell to wear off. He had skipped one or two meals in the last couple of days, so what. Training needed to come first. And it wasn't like Peter hadn't done this before, Clarke was noticing improvements (heck even Fury was), which meant it was working. Which meant he needed to keep going.

Tony's words rang through his head, bouncing around and breaking him down from the inside out.

After what felt like an eternity leaning against the wall, his shaky legs gave out and he fell to the floor. Small black spots dotted his vision. As he fell he hear the gym doors open and a person walk in.

"Agent Parker? Its Hill Fury told me to come to check on you. His presence in his mission has been extended, he wanted me to make sure your still okay since Clarke is still away."

Oh, it was Maria Hill.

Peter and Maria had met a couple of weeks ago. Maria was instantly protective and kind to peter. Just like may use to be. She couldn't see him like this. They would think he was weak and broken. He wasn't broken. Slowly, Peter tried to push himself up of the ground only for his arms to wabble too much, causing him to crash down back to the ground. Maria came running over as his eye's started to flicker shut, darkness overcoming him as he passed out cold on the cement floor of the gym.

Xxxxxxxxxxxxxxxx

After waking up and getting back to good health, it was long talks with fury and the others, it was checking in every day and more talking to shrinks. But Peter didn't blame Maria or Fury or anyone for it. In the end, it did help.

Peter had stopped caring about trying to prove himself to the mentor that had left him. Because Clarke was right, he had nothing to prove. Sure, he still trained hard for his age but it was making him one of shield's best agents. He did need tony's approval or his acceptance.

He wasn't spiderman, those times had passed. And tony was tight, spiderman wasn't a hero. But peter parker was. Peter Parker could help people. he wouldn't be like tony like he had once desired so much, he would be more. He would be better. In his own way.

*END OF FLASHBACK*

"Yeah," Peter said, after a moment of silence "I just trained a lot."

Peter looked up at Nat, who had a look on her face that told him that she knew there was more to the story but wouldn't push. Which peter was thankful for.

"We should do things again, Parker," Nat said, getting up herself before offering to help peter up by extending her hand.

Taking her hand peter replied "Yeah, definitely.

After showering and changing peter shat himself down at the desk in his room and began working quietly in his notebook, trying to come up with some new design ideas for his webs and suit.

He worked silently for a few minutes before hearing a knock on his door. Turning his head he saw Tony stark leaning against the doorframe, signature glasses on and all.

"Hey Kid," He began, voice uncertain "we… we should talk."

A/N

HEY GUYS! NGL REWROTE THIS CHAPTER LIKE 4 TIMES CAUSE I HAD AN IDEA BUT DIDN'T KNOW HOW TO RIGHT IS. HOPE U LIKE IT. ITS GONNA BE MAINLY PETER AND TONY TALKING THROUGH THEIR PAST AND FEELINGS NEXT CHAPTER AND TRYING TO MEND. REVIEWS ARE LOVED, HEARING WHAT YOU THINK IS ALSO THE HIGHLIGHT OF MY DAY! ALSO KILLERKITTEN, THE "OF RAO" IS TO THE GOD OF KRYPTON RAO AND YOU WHERE RIGHT ABOUT RAVEN, ALSO YOU ARE AWESOME I LOVE READING YOUR REVIEWS. THX TO EVERYONE READING MY STORY!

XOXO

R.O.R