A/N: Sorry for any grammar and/or spelling mistakes. I wrote this in one sitting at five in the morning while I was supposed to be studying for finals...whoops. Please, please, please leave a review, even if it isn't positive. I live for constructive criticism :). And yes, I'm aware that I should really be updating my unfinished stories instead of making a one-shot, but No Way Home literally broke my heart and this is my only coping mechanism :/. Thanks for reading, hope you enjoy!

The feeling of loneliness was tolerable at first — just a subtle ache that he could ignore by diverting his attention to his GED studying, or by going out on patrol and doing his part as the "friendly neighborhood Spider-man. After all, that was all he was now — Peter Parker didn't exist anymore.

Peter had truly intended to keep his promise to Ned and MJ — his heart longed for them to remember him again. Yet, he couldn't bring himself to read the words on the sheet of paper that he'd spent a week crafting before visiting MJ for the first time since the completion of Strange's magic spell. When MJ had informed him that the cut on her forehead ceased to hurt, Peter realized that perhaps the healing of her contusion was a microcosm of the effect that Peter had on everyone around him.

At the end of the day, there was no sugar-coating the truth. Peter would always end up inadvertently hurting those who got close to him.

His parents, Uncle Ben, Aunt May, and Tony were all dead — and despite how many people had reassured him otherwise — deep down, he knew it was all his fault.

Happy ended up with a great deal of legal troubles due to his association with Peter, and had even gotten arrested on the night of May's death.

Ned and MJ couldn't even get into community college because of their friendship with Peter, despite being qualified enough to gain entry into any ivy league school of their choice. Not to mention the fact that both of his best friends nearly died countless times as a result of his Spider-man fiascos. Hell, the entirety of his decathlon team underwent a nearly fatal experience because of his recklessness in dealing with alien tech.

Everything Peter so much as touched suffered or perished completely, and without him, their wounds could finally begin the healing process. Maybe the cure for all the darkness around Peter was to disappear — that way, the darkness would stay with him, and no one else would have to hurt.

But despite knowing that keeping his distance was the only way to keep his friends safe, the loneliness inside of him became unbearably painful as time went on, which was why he kept visiting parts of his old life. He did his best keep everyone at arm's length — biting his tongue to avoid babbling on when he ordered a coffee from MJ, clenching his hands behind his back when he bypassed Ned to keep himself from flinging his arms around his old friend, and avoiding eye contact with Happy each time they met at May's grave.

Eventually, the pain from the loneliness turned to numbness. It was a strange feeling to not feel anything — nothing at all. Sometimes the apathetic feeling within Peter made him wonder if it was even worth it to continue on…to keep living life in a dark, dingy apartment — with no friends, family, money, or even a record of his existence. The only thing that kept him going was May's reminder that with his gift, he had a responsibility to make the world a better place. He might no longer be Peter Parker anymore — but Spider-man still needed to perform his duties.

XXXXXXXXXX

MJ Watson groaned as she wiped down the counter before closing. It had been a long day at work. Between cleaning the vomit that some drunk teenager had left behind before being kicked out by her boss and dealing with some racist "Karen's" tirade against her, she was just about all tapped out for the day.

Suddenly, the front door creaked open. MJ sighed — she was not in the mood to deal with another customer. "We're closed," she informed the newcomer without looking up.

"Hey, sorry — I uh, I didn't mean to bother you or anything, I just saw that the light was still on in here and —" a familiar voice piped up.

"And you assumed that even though you could clearly see me cleaning up to close up for the night — you'd come in here and beg me to get you something anyway," MJ finished. "Am I right?"

"Uh…that's not what…I'm sorry, I'll just…sorry, I don't know what I was thinking, clearly I wasn't thinking and maybe…um…I'm sorry —" the customer continued to ramble on incoherently.

MJ tossed the dirty rag to the side and finally looked up at the person in the doorway. Upon seeing his hurt expression, she strangely felt pity for the stranger. She couldn't quite place where she'd seen him before — but something about the boy seemed very…familiar. Even something about his voice sparked an odd feeling within her.

"I'm sorry — I don't mean to be an asshole — it has just been a really long day," MJ said softly.

"No, don't worry, I totally get that. And don't worry — you don't have to get me anything — I don't really have the money to waste on five dollar coffee anyway," he said awkwardly. "I like your necklace, by the way," he added as he pointed to the broken piece of jewelry that she wore every day.

Again, the necklace seemed to be another piece of the strange puzzle that she wasn't even sure how to begin solving. For some reason, the cracked glass trinket meant the world to her, but for the life of her, she couldn't recall why that was. And while she remembered receiving it from a chubby, middle-aged, sweaty guy during her trip to Europe, the rest of the circumstances surrounding how she'd obtained the necklace were fuzzy.

"Thanks," MJ said with a smile. "It's a Black Dahlia —"

"Like the murder," they both said together.

"Yeah, how'd you know?" MJ asked curiously.

"I'm uh — really into true crime. We — I mean, I watched the movie starring Scarlett Johansson a while back," he replied with an awkward chuckle.

"Yeah, I did too — I watched it with…somebody," MJ answered with a frown.

I know for a fact that I watched that movie while I cuddled on the couch with someone…but why can't I remember who? My only friend is Ned — and I know for a fact that I wouldn't do that with him…Something wacky is going on here for sure, and I'm going to figure it out.

As the boy nervously rubbed his hands against his jacket, MJ finally remembered where she'd heard his voice before. "You're Peter Parker, right?"

A flash of panic was visible on the boy's (who MJ was 98% certain was called "Peter Parker") face. "Uh…no, well, I mean, yeah, I am…it's just — how do you know that?"

"Kind of hard to forget the awkward kid who volunteers their full name when ordering a coffee," MJ explained as she squinted her eyes, studying him closely. "Besides, you've been here quite a few times — and you usually sit in the corner staring into oblivion — which is kind of my thing."

There was also the fact that Peter Parker looked suspiciously similar to the boy she had over 300 hundred sketches of in her bedroom. It was quite strange how she remembered sketching somebody throughout her high school years as she secretly pined after them, yet when she tried to remember who they were, her mind went blank. After her initial meeting with the mysterious "Peter Parker", MJ has written it off as some strange coincidence, but she couldn't quite shake the feeling that there was more to the story.

"Oh, right, yeah — I just said my full name because Peter is a pretty common name, and it's easy to get me mixed up with another Peter, you know? Not that Michelle isn't a common name — though I guess fewer people go by MJ — so it's less confusing when you go by that —" Peter babbled as her repeatedly ran his hand through his curly brown hair.

MJ tilted her head and looked Peter right in the eye. "I never told you my name — and I refuse to wear a name tag here for privacy reasons…so either you're a stalker, or you're hiding something pretty big."

"N-No, I swear I'm not a stalker!" Peter stuttered, his face turning beet red.

MJ shrugged, doing her best to appear nonchalant, "I didn't think you were. You don't seem like the type. But then that begs the question — what are you hiding, Peter Parker?"

Peter looked conflicted and for once, appeared to be lost for words. "I'm sorry, MJ, it's complicated — I wish I could explain, but I can't. This was a mistake — I shouldn't have come here," he choked out as tears began streaming down his face. He threw the hood of his jacket over his head and turned back to the door.

In a strange rush of adrenaline that overcame her, MJ leaped over the counter and grabbed Peter's arm to stop him from opening the door. "Wait! Look — Peter, I know this is weird — and I don't know why I'm even doing this — I'm not usually like this with people — especially strangers. And I'm not going to force you to spill your entire story or anything — but you can't just drop a cryptic bombshell on me and leave," she pleaded.

Looking like he was doing his best to keep himself from bawling uncontrollably, Peter just shook his head.

"At least let me get you a donut or something — on the house, of course — you look like you haven't eaten a full meal for a long time," MJ tried again. The boy really appeared to be malnourished, even if his baggy clothes did a good job of hiding the extent of it. No amount of clothing could hide his hollow cheeks, grey lips, and unnaturally pale face.

"I can't…I'm so sorry, MJ — this is for the best," Peter choked out as he wiped the tears off his cheeks. He gently shook her arm off, and ran into the streets of Queens.

"Peter!" MJ called as she ran after him, only to find that he'd disappeared around a corner.

MJ sighed in frustration and resumed closing up the shop. There had been something amiss in her life, an enigma that had begun after she'd randomly found herself bleeding next to the Statue of Liberty, and if her instincts were right, which they always were, Peter Parker had the answers to all her questions. Perhaps he was the one and only solution to all the conundrums in her life — even if she didn't currently know why or how.

Before MJ could contemplate how she was planning on tracking down Peter Parker and conducting an interrogation, a white light shined through the window of the coffee shop, completely blocking out her vision. She gasped as memories began flowing through her head at a rapid pace and played out right in front of her.

.

"Peter's not going to Washington," Sally stated, clearly disappointed that their strongest team member had bailed.

"What? No, no, no!" Cindy Moon cried out in protest.

"He already quit robotics lab and marching band," MJ stated emotionlessly, throwing a quick glance Peter's way. Upon the receival of several odd glances, she added, "I'm not obsessed with him — just very observant." It was a blatant lie — she'd been in love with Peter since freshman year, but seeing as he spent his days pining after Liz, she had little hope of their friendship (if they were even that at this point) ever evolving into something more.

.

MJ felt her heart race that evening as she walked down the bridge. She felt her cheeks flush as their hands brushed past one another. Though she desperately wanted to hold Peter's hand, her nerves led her to instead burst out, "You know, they used to execute people on this bridge? They would like, put them in a basket and drown them in the water."

Peter's eyes widened and he nodded awkwardly, letting out a quiet "oh".

Shit, she'd scared him with her morbid talking points. MJ mentally punched herself as she fiddled with her hands. "Sorry," she said quickly.

"It's okay," Peter replied, looking equally as nervous as MJ felt.

"Look — there's this thing that I've been wanting to talk to you about for a while now—" Peter began.

MJ took a few steps ahead of Peter and faced him, doing her best to quell the butterflies in her stomach as she looked into his earnest brown eyes. "Yeah, go ahead."

Peter began rambling about his plan, stuttering as he struggled to get more than a few phrases out at a time. MJ smiled inwardly as she observed his mannerisms — he was adorable. He finally cleared his throat, seemingly ready to promulgate a big announcement.

"I'm just going to say it — " he declared before taking a deep breath. "MJ, I —"

"Am Spider-man," MJ finished, doing her best to keep her voice steady as her body shook with anxiety.

MJ scrutinized Peter with great interest as he began denying the statement, nearly laughing at his poor attempts to lie about the suspicious incidents that led MJ to conclude that Peter was Spider-man. When Peter finally began accepting that MJ wasn't buying his excuses, he asked, "wait…were you only watching me because you thought I was Spider-man?"

Though MJ nearly confessed her feelings right then and there, she chickened out before she could get the right words out. She was usually guarded around people, and it was hard to let people in when she'd spent her entire life shutting people out. "Yeah — why else would I be watching you?" she lied, doing her best to ignore the hurt look on Peter's face.

..

"I, um, I brought that," MJ informed Peter as she gestured to a weapon that she'd just tossed aside, "in case you needed some help," she chuckled nervously.

MJ went on to explain how some "sweaty guy" that she now remembered was named "Happy" gave her Peter's Black Dahlia necklace. When Peter noticed that a few of the glass petals had shattered during the commotion with the drones, his face fell.

"Oh, no — MJ, I'm so sorry. I had this plan — this stupid plan. I wrote the whole thing down — I was going to buy the necklace and give it to you at the top —" Peter sputtered.

Before Peter could ramble any further without an end in sight, MJ leaned forward and gently pecked him on the lips.

Peter opened his mouth widely in shock, going silent for a moment before stating the obvious. "And you just kissed me."

MJ crossed her fingers before finally working up the courage to tell Peter how she really felt about him. "I don't really have much luck when it comes to getting close to people, um, so I lied. I wasn't just watching you because I thought you were Spider-Man."

"That's great," Peter chuckled, relieved.

"Black Dahlia —" MJ began.

"Like the murder," they chorused together.

As Peter began apologizing about the necklace breaking a second time, MJ informed him that she actually preferred it broken. She felt herself swooning as the two of them admitted to liking each other, and when the two of them passionately locked lips again, she felt weightless, as if all the worries in the world had disappeared.

.

"You're going to forget who I am," Peter confessed, holding back tears.

"What?" Ned asked, clearly not quite comprehending Peter's words.

MJ panicked as she began pleading with Peter to find another way. There had to be a contingency plan — their story couldn't just be…over.

"I promise you, I'll fix this," Peter proclaimed, his voice cracking with emotion. "I'll come find you, and I'll explain everything."

"You better — or else I'm just going to figure it out," MJ said fervently. "I already did it once before."

Peter let out a sad chuckle.

"I love you," MJ declared ardently. Instead of letting Peter repeat the phrase back to her, she insisted that he tell her that after the spell was all over just as an incentive to make Peter's self-sacrificial ass keep his promise. Besides, the softness in Peter's eyes had already told her everything she needed to know. The two of them embraced as they messianically locked lips.

..

MJ nearly fell over upon taking in the forgotten memories, and she held onto the edge of the counter for support. Her current range of emotions included relief, melancholia, anger, and everything in between. While she wasn't sure what her next immediate course of action was going to be — she knew one thing for certain — Peter was in deep shit for playing the lone wolf all this time. He'd broken his promise to her because of some irrational fear of hurting those around him, and MJ was going to hound him until he woke up and realized how ridiculous he'd been.

But despite the vexation she felt towards Peter for not following through with his promise, she couldn't help but feel a sense of overwhelming guilt. Peter had visited the coffee shop regularly since the spell, and despite her instincts pushing her towards him, she'd consistently kept her distance.

There was also the big question that now plagued her every thought. How could I forget someone as remarkable as Peter Parker?

XXXXXXXXXXX

Ned Leeds yawned as he debugged the code for his robotics project for what seemed like the millionth time. Yet despite all the bugs in the functions he'd identified and fixed, the script still refused to run. It didn't help that the library computer was extremely outdated and could thus only run an ancient version of Python, but he currently couldn't use his own laptop because he'd accidentally left it on the Subway the previous night, and by now had more than likely been sold to a new owner.

"GAH!" he yelled in frustration as he slammed the keyboard, earning him a scowl from the nearby librarian.

The boy using the computer next to him turned towards Ned. "You okay, man?" he asked kindly.

"Yeah, I'm fine," Ned replied, rubbing his eyes drowsily. "I'm just stuck on this stupid code — and my robotics lab competition is tomorrow — so I'm kind of screwed."

The boy leaned forward and glanced at Ned's screen. "I'm not an expert by any means — but Python's one of my better coding languages. Want me to take a look?" he offered.

"Uh, yeah, that'd be great!" Ned answered. "No worries if you can't figure it out — I've been stuck all night. I'm Ned, by the way," he greeted, offering his hand.

A strange expression briefly came over the stranger's face before disappearing. "I'm Peter — Peter Parker," he said softly, grinning slightly as he shook Ned's hand.

There were a few moments of silence as Peter's eyes traveled Ned's screen, taking in the code he'd been slaving over for what seemed like an eternity. "Everything looks fine here — the foundation is all correct — it just looks like one of your variable names clashes with a standard Python library module here," Peter began as he pointed to the middle of the screen, "and you specified parameters incorrectly for an exception block here."

After a few code modifications and some minor discussion about potential areas of improvement, in a little under an hour, Peter solved what Ned's delirious, sleep-deprived brain had overlooked. "Thank you so much, dude! You're literally a lifesaver. MJ — she's one of the robotics lab co-captains — would've kicked my ass if I hadn't figured it out. I'm so glad I met you today!"

The odd, melancholic expression made another ephemeral appearance on Peter's face before he overwrote it with what looked like a forced smile. "No problem, Ned. It's great to uh…meet you too…for the first time ever…"

"Oh, you like Star Wars and LEGOS, too?! That's awesome!" Ned exclaimed when he saw Peter's computer screen, which was open to a Youtube tutorial video on how to build the Millennium Falcon LEGO set.

"Yeah!" Peter said excitedly, a more genuine smile filling his face. "I've been scavenging some parts for awhile now — I'm trying to build a robot that can put LEGO sets together. My d — I mean, my old mentor — he was kind of like my dad had this robot named DUM-E, and I kind of miss having him around."

"No way! That's awesome, man!" Ned declared.

"Thanks," Peter replied with a big smile on his face.

"We should exchange phone numbers so we can hang out sometime!" Ned piped up. "I mean, only if you want to —" he added nervously. While the boy had seemed really kind, Ned wasn't exactly the textbook definition of "cool", which was evident by the fact that his one and only friend was MJ.

Peter looked conflicted as he anxiously rubbed his palms against his jeans. "I uh, I just, I mean — " he began.

"Oh, no, you're right — sorry, I crossed a line there. We just met and you're super awesome — while I'm just a loser — I shouldn't have asked. Of course you wouldn't want to hang out," Ned backtracked as his face turned red.

"No, no, no, that's not what I meant at all. You're amazing, Ned, really — you're incredible — and I'd love nothing more than to be friends with you. It's just that — I'm not a good person to be friends with," Peter explained, sighing. "Trust me — you don't want me as your friend," he added sadly.

Ned furrowed his eyebrows in confusion. Why would anyone think like that?

Since he wasn't exactly the most persistent person, especially when it came to social interaction, Ned usually would've just accepted the confusing explanation and walked away, but for some reason, he craved the company of Peter Parker. Ned felt oddly connected to the stranger he'd met mere minutes ago for reasons he could not yet decipher.

"Look — I know we just met and I essentially know nothing about you — but you're wrong about not being 'good', whatever that means. I mean, you spent nearly an hour helping some random guy with his school project on a Wednesday night for crying out loud!" Ned blurted out nervously, not entirely sure where his monologue was headed. "You could've just let me hyperventilate alone while I fell into a pit of existential dread — but instead you put a great deal of effort into not just solving the bugs in my code — but ameliorating it. I really do want to be your friend — if you'll have me, of course," Ned finished, hoping he didn't sound as awkward as he currently felt.

Peter scrunched up his face as tears began to form within his irises. "I'm sorry, Ned — I just, I can't," he choked out as he grabbed his backpack and bolted from the building at a pace Ned knew he wouldn't be able to keep up with (though he was still oddly tempted to chase after Peter).

Ned couldn't quite place his rationale as to why the abrupt exit of some random stranger left him feeling so despondent. Ned logically knew that Peter was likely just a kid who'd taken pity on him when he'd helped out with the code, and had pulled some random (and quite frankly, bad) excuse out of his ass to avoid conversing any more with a loser like Ned any further. However, Ned couldn't quite shake the feeling of attachment he felt towards Peter (all platonic, of course). He couldn't elucidate why, but in his heart, Ned knew that he needed Peter.

As Ned began packing up his belongings, a scintillating white light blinded his field of vision. He watched on in shock as a concatenation of memories played before him.

.

A six-year-old Ned sobbed as he watched his mother leave the classroom. The first day of Kindergarten had been something he'd been looking forward to for ages, but since he'd grown up under the same roof as his grandparents, he'd never been away from home since there was no need for daycare or babysitters. While his grandparents' care had saved the Leeds' a great amount of money, it also caused him to develop severe separation anxiety.

Most of the other kids either laughed or straight-up ignored the distressed child, and the teacher was too busy conversing with the other parents at the drop-off area to notice Ned. However, a short boy with curly brown hair approached Ned almost instantaneously, a warm smile etched across his face.

"Hi, I'm Peter," he greeted shyly as he used his sleeve to wipe the tears off of Ned's face.

"I'm Edward — but I go by Ned," Ned choked out between sobs.

"Okay, nice to meet you, Ned," Peter answered cheerfully. "Do you want to be my friend?" he inquired.

"Yeah — let's not just be friends — let's be best friends," Ned declared fervently as his sobs finally died down.

.

Ned dropped his jaw in shock, the half-assembled LEGO Death Star falling out of his lap, creating a loud CRASH! Under normal circumstances, it would've hurt his soul to see his hard work go down the drain (LEGO Death Stars were not easy to assemble), but upon witnessing evidence indicating that his best friend was spending his spare time gallivanting around as a fucking superhero, Ned couldn't bring himself to care about something as trivial as a LEGO set.

"You're the Spider-man! From Youtube!" Ned yelped after Peter reassured his Aunt May that the loud noise wasn't anything serious.

"Ned, no, I'm not!" Peter denied, the pitch of his voice rising with each syllable that came out of his mouth.

"You were on the ceiling!" Ned shrieked.

"No, I wasn't," Peter lied again. "Ned, what are you doing in my room?!"

When Aunt May barged into the bedroom to inform them that the turkey meatloaf recipe hadn't worked out, Peter provided a few clipped responses to his aunt, clearly still panicking about Ned's discoverance of his secret identity. While May didn't make any comments about Peter being half-naked besides a quick suggestion to "maybe put on some clothes", Ned would later learn that Peter had received "the talk" that night since May had misinterpreted the situation.

.

"I'll come find you guys — I'll explain everything," Peter said tearfully after revealing that the entire world would experience amnesia surrounding the identity of Peter Parker.

"You promise?" Ned asked as a tear ran down his cheek.

"I promise," Peter answered assiduously.

Ned held back a sob as he and Peter completed their handshake one last time before everything changed. When the two best friends embraced each other, Ned finally broke down, sobbing uncontrollably.

"I love you, Peter," he whispered.

.

"Peter!" Ned exclaimed loudly as he jumped out of his seat, ignoring the glares from the nearby librarians and the strange looks from the others surrounding him. He quickly grabbed his backpack and practically sprinted out of the building — he needed to find Peter.

Oh, Peter, how could I ever forget you?

XXXXXXXXXX

Flash Thompson ran through the streets of Queens, trying but failing to stop the tears from gushing out of his eyes. Honestly, he really should not be as upset as he was, given that his parents had never even given him an inkling that they so much as cared about his well-being while he was growing up. Yet, for some reason, the fact that they'd suddenly disappeared to go on an impromptu vacation at some resort on a tropical island the week before they were supposed to see Flash off at MIT sent him over the edge. Move-in day at college was supposed to be a huge milestone — an emotional experience between parent and child as they tearfully hugged goodbye — but his parents couldn't put their vacation off by one week so they could be there for their son.

In hindsight, wandering around the sketchy parts of Queens, New York at three in the morning probably wasn't the smartest action to take. It probably didn't help that he was wearing designer clothes from top to bottom and was carrying several hundred dollar bills on his person.

Suddenly, he felt someone's breath on the back of his neck. Flash fearfully turned around, only to find a gun pointed directly in his face.

"Hand me your wallet, kid," a man in a ski mask growled.

Flash whimpered and anxiously began reaching into his back pocket. Before he could hand anything to the mugger, they were interrupted by a loud THWIP!

The man's gun was swiftly taken out of his hand and webbed to a nearby wall. Flash breathed out a sigh of relief. Spider-man was here — he was safe under the protection of New York's webslinger.

"Hey, man! Don't you know it's rude to steal money? Also — you really shouldn't be holding a gun up to peoples' heads — especially if they're unarmed,'' Spider-man quipped as he shot out another web, sticking the thief to the wall. He then turned over to Flash and asked, "are you okay?"

"Y-Yeah, thanks, Mr Spidey…it's an honor to meet you again, sir," Flash stuttered out nervously as he awkwardly saluted the man.

"No problem, Flash — it's what I do," Spider-man replied kindly.

"H-H-How do you know my name, sir?" Flash wondered.

Spider-man ran his hand down the front of his mask and chuckled. "I stole your car at the Homecoming dance — sorry about that," he said, sounding a bit sheepish.

"Oh, right," Flash answered, recalling that particular night. "My dad nearly killed me when I got home," he winced, only half-joking.

"Yeah, again…sorry — I probably could've gone about that a bit differently. Though — if it makes you feel any better, your car helped me catch an illegal arms dealer — which prevented the streets of New York from being flooded with dangerous alien tech," Spider-man said.

"N-N-No — I didn't mean to sound like I was mad at you or anything, sir! I understand that it was a superhero thing! You're really inspiring, Mr Spider-man…sir! And I think the Bugle is wrong about you! I mean — you saved me and my friends in London — there's no way you murdered Mysterio," Flash rambled.

"Thanks, Flash — I can't believe I'm actually saying this, but I miss — I mean, I appreciate the support," Spider-man replied, oddly sounding like he was on the verge of tears. He cleared his throat then asked, "are you excited for MIT?"

"What?" Flash asked, wondering how Spider-man knew what college he was going to.

"You're wearing an MIT sweatshirt, so I just assumed," Spider-man explained.

"Right…yeah, of course," Flash answered. "I'm actually kind of nervous to be moving away from home — I just hope I'll meet some good people there. My friends, well, they're sort of my friends — anyway, Ned and MJ are going to be there too — so at least I'll know some people."

"I'm sure you're going to be fine, Flash," Spider-man reassured him. "Just try to refrain from nicknaming anyone by an important part of the male anatomy."

"Uh…sure, I won't," Flash answered, not entirely sure why Spider-man was giving him such an odd piece of advice.

Suddenly, a bright white light overtook his line of sight, before a series of memories began flooding towards him. It was as if he was fastforwarding a movie. The new memories were foreign…yet familiar. Instead of panicking, Flash felt a sense of relief. It was as if the weird, gaping hole he'd been feeling in his head for months was finally being filled.

.

"Hey, Penis Parker! What's with the holes in your shirt? Your parents can't afford a new one? Oh wait — you don't have any!"

.

"Sup, Dickwad? Thought you drowned!" Flash teased as he sent an unfriendly wink Peter's way.

.

"Hey, Pen — I mean, Peter. I saw the news — well everyone's seen the news by now. I just wanted to say that…God, this is awkward. I guess…what I'm trying to say is that you're actually pretty dope, Parker. I can't believe I didn't figure out that you were Spider-man sooner! No wonder you kept disappearing! Anyway, I was hoping I could get a quote from you for this new book I'm writing…"

.

"Peter?" Flash said, his eyes wide. "I remember you! Why do I remember you? I mean — why did I just remember you?"

There was an audible gasp underneath the Spider-man mask. "W-W-What? I don't know what you're talking about! Who's Peter? Gotta go! Get home safely! Try not to bully anyone at MIT!"

Before Flash could get another word in, Spider-man/Probably-Peter-Parker was gone. Though he wanted to just write off the strange occurrence as a hallucination, he couldn't help but feel as though the curly browned-haired boy named Peter Parker was much more than a manifestation of his sleep-deprived imagination.

XXXXXXXXXX

Happy wiped a stray tear away as he stood before the grave of May Parker. While she may not have reciprocated Happy's feelings towards her — at least not to the same extent, she'd become an essential part of Happy's life. Even if they'd never really gotten any farther in their relationship than "friends with benefits" (during and after their "summer fling'), the two of them shared a deep connection that was one of a kind. When any occurrence, good or bad — took place, they would be the first to confide in one another. May had a way of making anyone feel safe when it came to divulging one's innermost thoughts, since she was so open-minded, her demeanor consistently free of judgement.

As Happy laid down a bouquet of peonies, May's favorite flowers, he sensed someone else's presence by his side. When he looked up, he realized that it was the same kid he periodically ran into while visiting May. Peter, was it?

"Hey, Happy," the kid greeted as he briefly raised his arms as though he were about to go in for a hug before quickly stepping away, leaving an awkwardly large gap between them.

The kid acted strangely each time they'd run into one another, but for some unknown reason, it didn't bother Happy at all. Happy had never particularly liked the company of children, as he lacked the patience to deal with them (Morgan being the exception). Yet when it came to the evasive teenager Happy had only encountered a total of eight times, he yearned for his companionship. Perhaps it was because the boy reminded him of May, though Happy knew there was something else to it… His emotions towards the kid were that of a bosom friend — practically a family member, even though in actuality, they were acquaintances at best. However, despite Happy's best efforts to bond with the kid, he always seemed to keep Happy at arm's length, and often disappeared when he was finally on the cusp of opening up.

Happy gave the kid a friendly wave, oddly unperturbed by the almost-hug that had occurred. "Did you see the video from the F.E.A.S.T. charity event raising money for childrens' cancer treatment? Spider-man really made some kids' days by spending the afternoon with them. I never believed a word the Bugle said about him — that guy is the true definition of a hero. I just wish May could've been here to see the light in that room from the hope Spider-man provided — she would've been so happy."

"Yeah — I was lucky enough to be there that day as a volunteer," Peter replied. "May — she really spent her life trying to help others — and I'm trying every day to be better for her," he added as he swallowed back tears.

"Me too," Happy sighed. "I live everyday trying to do right by her — but sometimes it feels like it isn't enough."

"It is enough," Peter interjected fervently. "May — she always told me that putting your best foot forward to help people is all you need to do. She would — she'd be proud of you, Happy."

Happy curled his lips up slightly and turned towards Peter. "Thanks, kid. I'm sure she'd be proud of you, too."

A small smile broke through the kid's melancholic expression. "Thank you. I…I…um, really needed to hear that. Sometimes I'm scared that I'm not honoring her legacy enough. I mean, she was my aunt and she raised me despite not being blood-related — and she gave me all the love in the world — so sometimes it feels like nothing I do will ever repay her for what she did for me. I know that she'd say that I don't need to —"

"Wait — she was your aunt and she raised you…as in — you lived with her?" Happy interrupted, frowning in confusion. How had he never met May Parker's nephew after a few years of close friendship? Though now that he thought about it, Happy had vague memories of another person who had been the catalyst for his relationship with May, but for the life of him, Happy couldn't even picture the face of the elusive third person. How did Peter Parker fit into this quandary?

"W-What? Did I say that? W-What I-I meant was that she helped me so much that it felt like she was an aunt that raised me," Peter sputtered out, not meeting Happy's eyes.

Something about the kid's nervous energy was eerily familiar — and not just because it reminded him of Tony, his late best friend. Everything about the kid — his voice, the incessant rambling, his excitable personality (that was often subdued under the unmistakable trauma that was evident by looking into his eyes), and the general aura he emitted was reminiscent of some vague memories in the back of Happy's head that he just couldn't tap into.

All of the sudden, a flash of white light appeared before Happy, and a series of memories played before him.

.

"Queens — it's a rough borough — but hey, it's home," Peter narrated as he pointed the camera towards the window.

"Who are you talking to?" Happy asked, his voice dripping with irritation. When Tony had bumped him up to asset management, he hadn't signed up for babysitting an overexcited teeenager.

"No one — just making a little video of the trip," Peter explained cheerfully.

"You know you can't show that to anyone, right?" Happy scolded him, unamused.

"Yeah, I know," Peter chirped, completely unperturbed by Happy's less-than–welcoming demeanor.

"Then why are you narrating in that voice?" Happy wondered.

"Uh…because it's fun!" Peter proclaimed buoyantly. "So…" he continued, "why do they call you 'Happy'?"

The kid had spent their entire time together yapping and asking endless questions, much to Happy's chagrin. Having finally reached his breaking point, Happy wordlessly rolled up the divider in the center of the car in an attempt to block out Peter's mindless chatter.

.

"Tell me something only you would know!" Peter demanded, looking absolutely defeated.

Happy restrained himself from asking the millions of questions going through his head, knowing that Peter had likely just experienced something horrific. After all, the happy-go-lucky kid was literally the human embodiment of a Golden Retriever puppy — he'd always trusted everyone (despite Happy's more cynical warnings). If he was questioning Happy's identity — it was probably for a damn good reason.

"Okay, okay, something only I would know…" Happy began as he began brainstorming evidence. "You remember when we were in Germany? You Pay-per-viewed a video, and even though they didn't list the titles — I could tell from the price that it was an adult film — and you didn't know how I knew? Then —"

"Alright, stop, stop, stop! It's you!" Peter interjected as he raced towards Happy and embraced him tightly. "Man, it's so good to see you, Happy."

Happy tentatively returned the hug, too dumbfounded by Peter's behavior to say anything at first. Finally, he stated, "Peter, you need to tell me what the hell is going on."

.

Dread began to set in Happy's stomach as he approached what was once his apartment building. Thick waves of smoke floated throughout the air while shattered glass littered the sidewalk. Rubble and loose bricks were scattered throughout the vicinity. Doing his best to maintain his composure, Happy manned the gas pedal, breathing heavily as he accelerated towards the scene. The only thing on his mind was the safety of both May and Peter — he couldn't lose them, he just couldn't.

Happy's entire world came crashing down when he made eye contact with a distraught Peter, who was crouched over a woman's body.

May Parker was gone.

When the cops began shouting orders at him, Happy didn't bother resisting. He couldn't care less about himself — he needed to make sure Peter was okay.

"We have orders to open fire as Spider-man is considered to be armed and dangerous," one of the cops stated as they placed handcuffs on Happy as he leaned against the car.

"NO!" Happy screamed. "PETER!" he yelled desperately. "GET OUT OF THERE, PETER!" he pleaded.

.

What the hell happened? I'd bet my entire life-savings that Peter did some "heroic" shit that saved the universe but doomed him and everyone who ever loved his annoying ass…He's too much like Tony for his own good…

"Happy? Are you okay?" Peter asked, breaking him out of his stupor.

"Peter — what the hell did you do?" Happy barked out a bit harsher than he intended.

"What do you mean?" Peter squeaked out dumbly. Happy knew Peter well enough to know that the unnaturally high pitch of his voice indicated that he was hiding something big.

"Cut the bullshit, Peter," Happy demaded. "These last few months — I've felt off — like something was missing. There were unexplainable gaps in my memories — which I originally wrote off as senescence as a result of aging. But my instincts told me that there was more to it — and I knew you were the reason for everything that was happening — I just didn't know why or how."

Peter stared at Happy in shock, uncharacteristically silent.

Rubbing his forehead in exasperation, Happy continued. "I know that this is something that you did — because during all of our encounters over the last few months — you haven't seemed the least bit surprised that I didn't recognize you. So — tell me, Peter — what the hell did you do?"

"I'm sorry, but Dr Strange's spell got out of control — and it was all my fault. The entire multi-verse was about to completely fall apart, and the only way to fix it was to make it so that everyone forgot me," Peter sobbed.

Without hesitation, Happy wrapped his arms around Peter and held him tightly. "It's okay, kid. I'm here now. I'm so sorry I forgot you."

"Not your fault," Peter muttered as he squeezed Happy a bit too tightly for it to be comfortable. Not that Happy cared about his ribs being crushed at that moment — as he was far too ecstatic to have his kid back.

When Happy finally allowed himself to let go of Peter, he lightly swatted the back of the kid's head.

Peter let out an indignant squeak. "What was that for?"

"That was for not only making the entire universe forget about the existence of one of the best kids I've ever known — but also for not coming to me right after it happened!" Happy exclaimed, wanting to simultaneously hug and punch the kid at the same time. "Why didn't you come to me?" he asked, the hurt coming out in his tone of voice.

"I didn't tell anyone," Peter confessed. "It's better off for everyone that way," he added dejectedly.

Happy couldn't restrain himself any longer and landed a light punch right into Peter's right arm.

"Hey!" Peter exclaimed. "Would you stop hitting me?" he complained.

"I'll stop hitting you once you stop spouting bullshit," Happy answered unapologetically. "How could you possibly think that everyone that loves you would rather not know who you are? I know that I, for one, was not better off without you. You wanna know what my life was like without you? It was fucking empty. I felt like I had a hole in my heart where you used to be, but because I couldn't remember you, I didn't even know why I felt so broken. Every day without you was a chore for me — because without you — I lost hope — and I was in pure agony. Kid, you need to realize that your pure heart has touched so many people — and we're lost without you. The world might be a better place because of Spider-man — but it's an even better place to be when Peter Parker is around," Happy monologued ardently.

Peter looked down at his feet. "I didn't realize you would feel that way. I'm sorry that I hurt you."

"Not just me — Morgan and Pepper have been feeling the same way. Good luck surviving Pepper's wrath once she gets word of what you've done," Happy said unsympathetically.

"Oh, man, she's going to kill me," Peter whined.

"Damn right she is, and rightfully so," Happy answered. "So — I'm dreading the answer to this question — but I have to ask — where have you been staying after the wizard's mind-fuckery spell?"

"I found a small studio apartment in the Bronx," Peter informed him. "I can just about scrape by with the money I make selling pictures of Spider-man to the Daily Bugle."

"No — I am putting a stop to this bullshit right now. You are not going to keep working for that crock news site that literally profits off spreading lies about your alter-ego," Happy demaded.

"Uh, I hate to break it to you, Hap — but since no records of me exist, it's kind of difficult for me to get a real job — hell, I only got the gig with Jameson because they don't background check freelancers. It's literally my only source of income, and I'm completely broke," Peter explained.

"Money won't be an issue for you anymore because you're staying with me," Happy responded firmly.

"W-What, no. Happy — you really don't have to do that. I mean — I feel bad enough already because I basically destroyed your old place — so I couldn't in good conscience —" Peter protested.

"Enough — you're staying with me whether you like it or not. And seeing as you sacrificed yourself to save the universe — I think I can give you a pass for demolishing my old bachelor pad," Happy replied, ignoring Peter's objections.

"You really don't have to do this, Happy —" Peter spoke up again.

"Save it, pipsqueak. You clearly need someone to watch over you — you look like hell just froze over. Seriously — you're worryingly thin — I'm gonna have to get you a few cheeseburgers on the way back before you disappear on me," Happy declared as he guided Peter towards his black Audi.

Happy grinned at Peter through the rearview mirror while the kid buckled himself up in the backseat. When Happy turned on the engine, Peter began his habit of non-stop chatter, which was the most delightful sound that Happy had heard in a very long time. Peter was back — and for the first time in months, Happy felt whole.

XXXXXXXXXXX

Peter sighed in contentment after inhaling his fifth large bowl of macaroni and cheese. He felt quite guilty about not leaving any for Happy, but the older man had insisted that Peter needed it more than him. It had been months since Peter had last eaten a full meal, and he'd forgotten how it had felt to not constantly have a gnawing pain in the pit of his stomach due to extreme hunger.

A loud knock on the front door echoed throughout Happy's apartment. "I invited a couple of guests over," Happy explained.

Peter gulped nervously, having wagered who the "guests" were. It wasn't that he didn't want to see MJ and Ned, but he wasn't sure how to go about interacting with them after the awkward encounters that had taken place recently. In addition to that, as far as Peter knew, his friends still didn't possess any memories of him, which only served to complicate the situation further.

"Why don't you go get the door while I go to my room — that way you guys will have some privacy," Happy added as he shuffled to his bedroom and closed the door behind him.

Peter hesitated for a few seconds before finally gathering up the courage to open the door. To his surprise, he was immediately tackled by both Ned and MJ as his two friends squeezed him tightly. They hugged him with so much force that had Peter not been an enhanced individual, he likely would have suffered a couple of broken ribs. After recovering from his initial shock, Peter fervently returned the embrace as he sobbed into their shoulders.

"I'm so sorry I forgot you, Peter!" Ned wailed as he tightened his grasp on Peter. "Life has sucked so badly without you, man."

"You're still a big loser, but you're my loser," MJ added tearfully.

"I've missed you guys so much!" Peter weeped, resting his head on MJ's shoulder.

"I love you so much, dork," MJ whispered.

"Dude — I love you so much," Ned chimed in.

Peter sobbed loudly. "I love you guys so much!"

The three friends silently held their embrace for a good while, taking comfort in each others' presence. When the trio finally let go of one another, Peter immediately received a light slap on the arm. What was it with people committing violent acts against him today?

"I'm so fucking pissed at you, Peter," MJ whispered as she placed several consecutive kisses on Peter's lips. "I can't believe you were dumb enough to think that we'd be happier without you — because let me tell you, it was absolute hell without you."

"MJ, I'm —" Peter began.

"No more apologies, Parker," MJ stated. "I think your misery from being isolated for months more than makes up your punishment for being an idiot." MJ threw her arms around Peter again and gently placed a kiss on the top of his head.

After MJ and Peter finally pulled apart from one another, Peter was immediately pulled into another bone-crushing hug by Ned. "Dude — I can't believe we're together again — I've been a mess without you. I constantly felt like I was in a state of grief, it felt like a part of me had died — and I couldn't figure out why. Please, don't ever leave me again, Peter — you have to promise me and actually follow through this time," Ned pleaded.

"I promise, Ned. I'll never leave your side again, I swear, man," Peter assured him as he returned the embrace.

Eventually, the three of them had cried so much that they were no longer producing tears. After they had at least somewhat managed to compose themselves, Ned and MJ hounded Peter with questions about his life during the past few months, with MJ scolding and lightly smacking him every time Peter tried to justify his actions.

"You were alone for so long, Peter," Ned said carefully. "I can't even imagine how hard that must have been. I mean, it was horrible for me, and I'd only lost one person. But you — Peter, you had nobody — how did you…?" The rest of the question went unsaid, but Peter knew what he was asking.

How did you keep going when you'd lost everything — did you ever consider ending your life?

"Honestly — I barely got by most days," Peter confessed, looking down at his feet. "I, um, one night things got really bad — I hadn't eaten in nearly a week because I'd spent all of my money on some GED study books, I was two months behind on rent and was Mr Ditkovich threatening to evict me, and it was May's birthday. Anway — that night after I was done with patrol, I found myself standing on the edge of Queensboro Bridge. I was seconds away from jumping — but I stopped myself because…" Peter's voice broke as he remembered his lowest point. "I thought of you guys. Even though I thought I'd never be friends with you two again, just remembering that you guys were safe and living your lives gave me enough hope to keep pushing forward."

"Oh, Peter," MJ muttered sadly as she held one of his hands while Ned took the other. "We're here now — and we're never leaving."

"I'm going to be your guy in the chair until we're old and gray," Ned added with a little chuckle.

Peter felt a sob erupt from his throat once again, but this time, it was from pure joy. With his loved ones by his side, Peter had everything he needed.

The creak of Happy's bedroom door interrupted the companionable silence in the room. "Okay — that's enough alone time. You guys are still teenagers that require adult supervision — especially since you're his girlfriend," Happy pointed at MJ. "The image of you two in Peter's bedroom will forever be ingrained in my mind," Happy said as he shivered uncomfortably at the memory.

"That wasn't what it looked like!" Peter insisted. Seriously, why did he always manage to get caught in compromising positions when he wasn't even engaging in any indecent acts? The Parker Luck really seemed to like putting Peter in uncomfortable situations.

"Sure it wasn't," Happy answered disbelievingly. "Anyway, the point is — you better not try any of that funny business here — because I'm watching you," he said as he pointed at the couple before walking into the kitchen.

MJ rolled her eyes in annoyance and flipped Happy the bird when his back was turned. Ned, on the other hand, just looked confused. "What did Mr Happy catch you guys doing, anyway?"

"Nothing — absolutely nothing," Peter answered honestly.

"I know what I saw!" Happy shouted from the kitchen as he shoved a poptart in his mouth.

Before Peter could retort, his phone buzzed several times in a row. Curiously, Peter opened his text messages.

Flash: Hey, Parker! What the fuck is going on?

Flash: Why do I suddenly know who you are? Like, why didn't I remember you before? This whole experience has been a clusterfuck!

Flash: Don't worry, Spidey, your secret is safe with me ;)

Flash: Remember when you promised to swing me to school for a month?

Peter: Some wizard fucked a spell up and ended up brainwashing the world into forgetting me — standard stuff really. And I only agreed to swing you for two weeks, but nice try, anyway. I'm guessing that you no longer want me to tell people you're my BFF?

Flash: Damn it. I just realized that I'm gonna be in Boston next week :(. Can you just take me on a few joy rides this week instead?

Flash: Also, you should still tell everyone we're best friends because you're actually pretty dope. Also, if your identity ever gets out again it'll gimme the clout I deserve.

Flash: Btw if you tell anyone what I said, you're dead.

Flash: It's nice to have you back, Parker.

Flash: Again, don't you dare tell anyone I said that!

Peter rolled his eyes as Flash continued spamming his phone. It was oddly rewarding to have his former nemesis kiss his ass rather than engage in petty name-calling. Even though Flash's messages came across as far from genuine, Peter was grateful that he'd received them nonetheless, because they reminded him that Peter Parker could still have a place in the world.

Sure, things were still far from perfect. There still weren't any official records of his existence, and he was dreading the screaming match that was for sure to come once he explained himself to Pepper and Morgan.

Despite all of the obstacles that were sure to come his way, Peter wasn't afraid anymore. Both Peter Parker and Spider-man were going to make it through a crazy thing called life, because the ones he loved were right there beside him.

Peter knew he would conquer any battle or war waged against him in the future, because he would never succumb to the pit of loneliness again — not now, and not ever — because he would always have the best people holding him up. At the end of the day, there was still no sugar-coating the truth — people who got close to Peter did get hurt, but the unbreakable, close bond formed in the process was the only thing that allowed them to heal and come back stronger.

Together was the only way forward.