This is something me and Melancholy Sunshine were chatting about, and now we made it a reality. Its pretty much a lil'Peter singing the elements song. Yes...this is it.

Melancholy Sunshine's version is called "Elements of a Family" - go read it! I loved it! Put a smile smack-dab on my face! :)

Mine is set in Season 2, so before S.H.I.E.L.D Academy and its just the Ultimates, and the team still lives with Aunt May and Peter.

Here we go.

Disclaimer: I do not own Ultimate Spider-Man, it belongs to Marvel/Disney/Stan Lee. Thank you thank you *bows* And I'm out….

Aw, Spring!

The season of warmth, rebirth, and light. The time when the chilly winds and icy snow of winter are finally shoved aside to make room for a warm sun, flying birds, gentle breezes, and blossoming flowers. No more hiding in thick coats, or blowing into cold hands, or waiting for hours and hours and hours in the cold for a warm coffee in a line that stretched out the door.

Yep, spring; a time for happiness and rejuvenation.

At least, that's what it's supposed to be.

When Peter Parker saw Spring approaching, he HAD been excited about it. That meant it was Spring Break at Midtown High; a whole week devoid of homework, Principal Coulson, and teachers. He even managed to talk Nick Fury into giving him and the team a break from S.H.I.E.L.D training to enjoy themselves - which was not an easy feat as Nick Fury was bent on making them as miserable as possible. But, his picture of joy and peace was naive of him, seeing as his dreams of a peaceful Spring Break were crushed mercilessly within the first day of their vacation.

"Spring cleaning!" the 5 teens chorused in horror, gasping in shock as Aunt May smiled innocently.

"Yes, spring cleaning," she repeated, tossing an assortment of cleaning equipment at them. Sam sputtered as a rag slapped his face, Luke caught the broom and immediately dropped it and backed away a step as if the long handle burned him. Ava dodged the spray bottle flung at her, letting it bounce on the couch before clattering on the floor. Danny caught the bucket for the mop in surprise.

"Aw, come on Aunt May," Peter whined, catching the mop that was tossed at him. "It's Spring Break!"

Aunt May hummed in agreement, "Perfect time for Spring cleaning I say." she beamed. "Now hop to you kids. We're cleaning this house top to bottom, and if I hear any complaints, that'll be more work for you." she spun on her heels to walk back to the kitchen to retrieve some more rags.

An assortment of whiny groans followed after she turned her back, causing Aunt May to spin back at them with her hands on her squarely on her hips. "What was that I heard?" she demanded. The teens wisely remained quiet and scurried away from her critical eye. "That's what I thought." she went back into the kitchen.

As soon as she was gone and out of hearing range, the teens groaned again. "Aw man!" Sam pouted, flopping on the couch huffily. "And here I was planning on playing video games today."

"Dude, no kidding," Luke said, picking the broom back up and scowling at it as if it had personally offended him.

"It's definitely not what I had planned." Peter agreed, sitting on Sam's legs.

"Not that you had anything planned anyway," Ava retorted half-heartedly, watching as Sam jerked his feet out from under Peter and scramble away, glaring at his offender. Danny softly set down the mop bucket and joined his fellow teens on the couch. They all sat silently moping with their heads in their hands and their lips stuck out poutily. Why did these things happen to them?

Aunt May came back in with rags and paper towels tucked under her arms. She dumped her load onto the chair next to the couch and addressed the kids with a breath of determination and a sparkle in her eyes. "Alrighty Troops, here's our plan of action. Ava, Sam, and Luke," he pointed to them "you three will do the upstairs. Sam, Peter, you're with me down here. I want this house to shine! All windows will be streakless, the floors with be polished, and the mantels and staircases are going to be dust-free. Don't try to get out of cleaning good," she looked pointedly at Sam and Peter, "'cause everything must pass my inspection before it can be considered done."

The teens muttered consent under their breath. Their shoulders slumped in dread for their upcoming future. Aunt May observed their solemn expressions and her eyes softened, "I promise today will be our only day of deep cleaning," she assured them. "If we just band together and get it done we can get it done within a few hours, easily. In fact, tomorrow, we'll all go out and do something fun together. Alright?"

Peter attempted a smile, though it might've come off a little thin. "Sounds good Aunt May," he said.

She sighed, knowing they weren't convinced. "Well, let's get going," she said. The teens pulled huffily to their feet.

Ava, Luke and Sam trudged upstairs with cleaners, rags, and a broom tucked under their arms. "Don't forget about the attic." Aunt May called after them.

Whereas Sam started cleaning the kitchen and Peter picked up a rag and began dusting off the fireplace. Aunt May turned on her playlist as they worked. It was kind nice actually - you know, after a while. As they were jamming out to Skillet's "I'm Alive" Peter could almost forget about the line of work they had to still do. He finished polishing the bookcases and moved onto the coffee table. Upstairs he could hear Sam, Luke, and Ava singing in sync with the lyrics. Well, Ava and Luke were anyway. Sam was more screeching, in his opinion.

Aunt May was in the kitchen singing loudly, through the door to the dining room Peter could see her singing into spatulas and spoons with Danny. He smiled. What a bunch of goofballs. He grabbed the broom and went into the kitchen where he played the intense guitar solo, using a spoon as a makeshift pick. "I'm Alive" eventually faded from the speakers and made room for "Love Story" by Taylor Swift.

Still laughing Aunt May turned to refill her mop bucket. As the water filled it up, she grabbed for a special soap to squirt it in, but the bottle she grabbed was very, very empty. Scowling, she bent down to look under the sink for more.

"Oh goodness gracious," she muttered.

Drying the dishes, Danny asked, "Is something wrong May?"

Grumbling, she closed the drawer. "I'm all out of Pine Sol." a sigh, "But I guess such is life. I'll have to just use some dish soap. Might not get that extra shine, but it'll do."

Peter took this as a golden opportunity. "I can run to the store to get you some, Aunt May." he volunteered readily.

"No, it's alright Peter." she answered, grabbing the dish soap.

The boy intervened. "Aunt May," he said aghast. "You weren't really thinking about not using Pine Sol, the stuff you have been using on this floor for years. I am horrified." Aunt May rolled her eyes.

"Oh really," she drawled. "

"Really." Peter insisted. "I will run to the store and get you some more. You raised me, it's the least I can do."

The older woman folded her arms in doubt. "And that's the only reason you want to go? Not because you want to skip out on your jobs."

"Aunt May," Peter gasped, already reaching for his jacket. 'I am hurt. Wounded. In Pain. Oh no! My poor heart."

May shook her head, trying hard to suppress her smile. She looked back into her nephews wide, innocent baby-blue eyes. A minute passed. A sigh of defeat. "Fine," she caved in with a small smile. "But be back soon or I'll send Ava after you."

"Understood." Peter winked and was out the door within a few seconds.

"That boy," Aunt May muttered affectionately. She turned to help the Danny with the dishes. "Don't ever let him use those puppy-dog eyes on you, Danny," she advised. "You won't stand a chance."

Danny chuckled. "Yes Ma'am."


Peter ran up the porch steps of the house clutching a white plastic shopping bag with Aunt May's Pine Sol inside. It made an obnoxious shpp-shpp-shpp sound, which, with his enhanced senses, was like a candy wrapper being crinkled in his ear, making him grimace in annoyance with each step. Stupid enhanced senses!
He opened the door and kicked his shoes off once inside. "I'm back Aunt May," he called.

There was no response.

Pursing his lips, he set the bag down on the kitchen table. He could hear voices in the living room, sounding like Luke, Ava, Sam, Danny, and Aunt May all laughing and cooing at something seemingly adorable. Did they get a puppy while he was away?

He walked in the living room, announcing with wide-spread arms, "Guys, I'm back." before freezing in his tracks with ice shooting in his veins. The team and his Aunt were all surrounding the TV, watching the faded, fuzzy image of a 5-year-old Peter Parker sitting cross-legged on a carpeted floor with a variety of bug books stacked carefully around him.

"Well, if it isn't our Superstar." Luke greeted as he spotted the aghast older-Peter.

"Oh no," Peter whispered.

"Oh YES!" Sam replied back.

Peter took a small step forward, "Where the heck did you guys find these?" he demanded.

"In the attic," Sam answered smugly. "D'aww, look how cute you are." he looked back at Peter, his face turning serious. "I wonder what happened."

Peter slapped the back of his head.

"Hey-ya Peter," A voice was saying on screen. "Whatcha got there?" The little Peter glanced up, his glasses barely hanging on by the tip of his nose as he quirked his tiny eyebrows in a what-do-you-think expression, his nubby fingers lifted the book up for the camera to see. "Books," he answered in a high-pitched, child voice. "Duh."

Big Peter winced. "Okay, fun's over. Let's turn it off."

"No way!" Ava rebuked, laughing. "I don't know why we haven't watched them earlier."

"Oh, pardon my ignorance." the man holding the camera apologized, though he sounded completely amused.

Little Peter shrugged, "Youwr forgiven."

The camera shook as the holder sat down. "So," the man drawled, picking up one of the books. He showed the cover to the camera, it was a spider guide, as he asked, "Don't spiders creep ya out?"

"No." Little Pete answered simply, not looking up from his book.

"Huh….well, they creep me out."

"That ohkay. It's a common reaction."

Laughter burst through the room again. Peter blushed slightly and glared at them. "Whatever, laugh it up." he scoffed.

"Oh my gosh!" Luke gasped. "That is amazing."

Peter glowered at him.

"Well, weren't you just a little genius." Danny lightly teased. Peter looked at him desperately.

"Not you too Danny!"

The man holding the camera laughed loudly. "Oh really," he replied. "Well, why aren't you afraid of them?"
Little Pete shrugged again. "They just aren't scarwy."

"And why not?"

"Cause they're not."

"Is that your only reason,"

"Yes,"

"Well, then I guess that's all you need."

"If you say so."

The man chuckled again. "I don't think I'm ever going to get used to those bugs."

That's what got to Little Pete. The boy immediately dropped his book and glared over at the camera. "Uncle Bin," he gasped, his 5-year-old exasperated voice unintentionally substituting the e for an i in a ridiculously adorable way. "Spiders are not bugs, they are awrachnids." his glasses slipped the rest of the way off, causing Little Pete to grab them and stoutly push them back up, still glaring at the man out of sight. "Daddy will be very mad." he insisted.

The man, Uncle Ben, laughed. "Oh, well I'm sorry."

Little Pete didn't look like he wanted to forgive him.

The room was loud with laughter again.

Peter's deadpan face stared straight ahead, up at the wall, refusing to look at any of them. His face was brushed lightly in pink. Aunt May was hiding a wide smile behind her hand.

"Boys," a female voice called off-screen. "Come on, time for lunch,"

"Coming Aunt May!" Little Peter answered. He dropped the book off his lap, gently set it on his pile, and raced off screen.

"Coming May," Uncle Ben called as well. A moment later the screen went black.

"Another!" Sam declared, reaching for the box of old cassette tapes.

Peter lunged for it. "NO MORE!" he stated. But Luke and Ava grabbed his wrists and hauled him down onto the couch. "Let go of me you brutes!" Peter demanded. "I will not go through with this!"

"Oh hush," Ava shushed him. "You'll be fine."

"No I won't," Peter stubbornly denied.

"Shhh!" she insisted.

Sam started another tape. Peter looked desperately at his aunt, "Aunt May, please." he begged.

"Shh, it's starting." she told him.

Peter slumped back into the couch. "My own family." he sobbed.

This picture flickered to life in a house that the team didn't recognize. Little Pete was standing on the step of a fireplace, his arms spread wide in greeting. He was wearing a huge lab coat that hung off his small frame, the sleeves were rolled up, but still hung off and over his scrawny arms, his glasses were pushed all the way up his nose, his brown hair was tussled and standing up in all directions, his blue eyes were bright with excitement, he looked a little older - maybe 6.

"Welcome!" he greeted. "I am Peter Parker, and I will be performing for you tonight." he was better at speaking now, but his voice was still adorably high.

There was a splattering of clapping from the couch. "I will be singing…" Little Peter stopped dramatically, "The Element Song!"

"Yeah, that's my boy!" a man called, though he didn't sound like Uncle Ben. Little Pete beamed widely at the man off-screen.

"Do you need any music?" Aunt May asked she could barely be seen out of the corner of the camera's vision.

Little Peter shook his head, "No, I think I'll be okay." he straightened up his stature, took a deep breath, paused for a moment, and opened his mouth, "There's antom-" but stopped. His eyebrows furrowed in thought. He turned to look to the man off-screen, "I think I need music." he decided. There was a light chuckle.

A moment later a jumpy tune came on, and Little Peter smiled. He turned back to the screen, "Okay, I'm ready now." the tune restarted. The little boy jumped a little to the beat before singing:

"There's antimony, arsenic, aluminum, selenium,

And hydrogen and oxygen and nitrogen and rhenium

And nickel, neodymium, neptunium, germanium,

And iron, americium, ruthenium, uranium,

Europium, zirconium, lutetium, vanadium,

And lanthanum and osmium and astatine and radium-"

As he sang and bounced to the rhythm, his glasses wobbled and eventually fell and clattered on to fireplace step. Little Pete gasped and bent down to grab them, tune forgotten. He examined the glass, turning it over searching for scratches. He was squinting, eyebrows furrowed and lips pinched as if troubled.

Finally, he bounded off the camera asking, "Daddy, are they broken?"

A pause. "No, they're fine." a man assured.

"Phew, okay. Momma, can you hold them for me."

"Of course," came a sweet, feminine voice.

"Thank you." Little Pete came back into view. He looked apologetic at the screen. "Sorry," he said, "Want me to start over."

The adults agreed and the tune was restarted. Little Pete cleared his throat and waited a moment. Then he began again:

"There's antimony, arsenic, aluminum, selenium,

And hydrogen and oxygen and nitrogen and rhenium

And nickel, neodymium, neptunium, germanium,

And iron, americium, ruthenium, uranium,

Europium, zirconium, lutetium, vanadium,

And lanthanum and osmium and astatine and radium

And gold, protactinium and indium and gallium,

And iodine and thorium and thulium and thallium.

There yttrium, ytterbium, actinium, rubidium,

And boron, gadolinium, niobium, iridium,

There's strontium and silicon and silver samarium,

And bismuth, bromine, lithium, beryllium, and barium.

There's holmium and helium and hafnium and erbium

And phosphorous and francium and fluorine and terbium

And manganese and mercury, molybdenum, magnesium,

Dysprosium and scandium and cerium cesium

And lead, praseodymium and platinum, plutonium,

Palladium, promethium, potassium, polonium

And tantalum, technetium, titanium, tellurium,

And cadmium and calcium and chromium and curium

There's sulfur, californium and fermium, berkelium,

And also mendelevium, einsteinium, nobelium,

And argon, krypton, neon, radon, xenon, zinc and rhodium

And chlorine, carbon, cobalt, copper, tungsten, tin and sodium

These are the only ones of which the news has come to Harvard,

And there may be many others but they haven't been discovered."

The tune ended with a jumpy note and Little Pete bowed. The adults cheered, Uncle Ben whistled and Aunt May let out a loud "WHOO HOO!"

Little Pete was blushing, though smiling, and shyly ran out of sight again. This time the camera followed him to show as he jumped into the arms of a pretty woman with cinnamon-colored pulled into a loose ponytail. Next to her was a man with dark brown hair and glasses, his hair had a startling resemblance to Little Pete's rough-and-tumble style. She laughed softly as the little boy burrowed his face into her shoulder. His smile could still be seen against her blue shirt.

"Aww, are you embarrassed?" she asked.

Little Pete shook his head. "No. But can Uncle Ben turn the camera off now?"

"Of course," she shot Uncle Ben a pointed look.

"Aw fine," Uncle Ben said. The camera jolted and the screen went black.

It was quiet in the living room as Luke, Danny, Ava, and Sam all gaped at Peter in astonishment. Peter himself was now blushing a fierce red and attempting to hide in his hands. "Oh, please kill me." he groaned.

The room exploded into even more laughter than before. Sam fell off the couch, Luke and Danny were hanging off each other in high fits of laughter, whereas Ava was holding her stomach with a few tears straying out of the corner of her eyes. Aunt May was watching them, no longer trying to hold back her wide smile.

Peter was slouched miserably in the middle of the fray, still blushing deeply, as he glared daggers at them through the slits of his fingers. "I'll destroy you all," he grumbled behind his hands.

His threat was ignored.

"How the heck did you managed to remember that whole song?" Ava asked.

"Don't care about how he remembered it, how in the world did he sing it?" Sam rebuked, still fighting off stray chuckles and giggles.

"Does anyone else feel enlightened?" Danny asked wonderfully.

Peter scowled, "No, I think your just light-headed. Maybe you shouldn't laugh so much."

Luke gave the teen a light punch in the shoulder. "Come on Man, it's not that bad," he assured. "I think that was the best thing I've heard in awhile." Peter didn't look convinced.

Finally, Aunt May, the blessed lady she was, acknowledged Peter's discomfort and acted on it. "Alright guys, the funs over. Back to jobs." there was a groan that swept through the room, nonetheless, the teens got back up. Sam was still shooting Peter's faces and making teasing childlike singing noises. In retaliation, Peter slapped the back side of the 'human rocket's' head again. Luke, Ava, and Sam headed upstairs while Danny and Aunt May returned to the kitchen.

The living room was a mess, so Peter stuck in there to clean it up again. He straightened the couch cushion, brushed them off a little, and threw away a few crumpled paper towels. Once the couches were looking better, he turned to the table. Old cassette tapes were lying scattered on the surface, symbolizing the fact they Aunt May and his team had watched more than the two he had witnessed. Ugh, what other humiliating thing did they see? Him taking a bath? Him playing with MJ? The first time he got a science kit? Would the tyranny ever end?!
But he supposed there was nothing he could do about it now. Sighing, he began to set the fragile tapes back in their box. His eyes lingered on a few titles. "Peter's 9 Birthday" "Aunt May's Surprise" "Picnic At the Park" "Swimming with the Ducks" "Peter's 1st Day Home" the last one especially caught his attention. His first day home?

Peter glanced around to make sure no one was watching, before he bent down and swiped the tape, turning it over in his hands. Slowly, he went to the tv and put it in the old VSR player and turned the volume down. Settling comfortably on the table, he watched as the TV screen flickered to life to reveal a picture of living room lost in time. He remembered that room. It wasn't here, in his home, but he remembered it from the house he used to live in with his mom and dad.

He didn't remember much from before Aunt May and Uncle Ben, but there were certain things that stuck out. Like, for instance, that living room, a place he used to play in all the time. His dad's Office Room too, he remembered watching his dad labor under paperwork and formulas as he played with the amber-bug collection his dad had been accumulating since before he was born. He remembered that he wasn't supposed to play with them, though he did get away with it on occasion. The other place that he remembered was the kitchen. He recalled sitting at the counter coloring space pictures or reading kids books as mom baked - occasionally asking for help on a big word he didn't recognize. She'd let him lick the spoon or spatula she was baking with if it was something sweet - like brownie mix or cookie dough.

A wistful ache throbbed in his heart at the faint, bittersweet memories.

The camera jostled a few times as it drew excitedly closer to the door. "Ben, are you sure it was them?" Aunt May whispered, hovering near the closed blinds on either side of the door.

"Yes, yes - of course, I am." Ben replied, "I saw them pull-up. Don't peer through the blinds, May, they'll see you."

Aunt May rolled her eyes and let the blinds be. Her long blonde hair was pulled into a lazy bun that left strands curling discreetly around her ears or near her eyes.

The ache in Peter grew at how young and free they looked. He vaguely called to mind that Aunt May used to have longer, blonde hair. It's been so long since he's seen her like that it seemed downright alien - but familiar all the same. A memory that fluttered silently like a flying leaf in his mind.

The doorknob rattled a little bit and Aunt May quickly stood by Ben's side. The door opened as two people stepped inside. Uncle Ben and Aunt May yelled in greeting as soon as the other two spotted them, laughing when at their looks of surprise.

"Ben, May. What are you guys going here?" the man, Richard Parker, asked. His face was bright with a smile, his eye twinkled behind wide-rimmed glasses. The same wide-rimmed glasses Peter still had in his room.

"What, I can't come say congrats to my little brother?" Uncle Ben questioned as if the whole concept was downright silly. "Now why would I miss out on meeting my nephew? Come on, where's the little rascal?"

The camera jerked and Uncle Ben laughed as Aunt May hit him on the shoulder. "Ben!" she scolded.

"Aw come on May, you know what I mean," he said. "Knowing the boy's father he's likely to be a little mischievous."

Richard and May both shared an exasperated, knowing look - it was affectionate but exasperated. Richard moved and the camera caught sight of Mary Parker. Her hair was ruffled and there were bags under her eyes, remnants of exhaustion still hung on her frame - but she was smiling genuinely with the special glow of motherhood. In her arms was a bundle of blankets. The camera edged closer.

"May, Ben," Mary said, "Meet Peter Benjamin Parker." she shifted the blankets a little so that a tiny face peeked out of the swaths of blue. The little nose wrinkled at the sudden light on his face, his hairless eyebrows lifted high and then furrowed deeply, as if agitated, tiny pink lips pursed unhappily as he squirmed in his mother's arms. Hesitantly, those little eyelids twitched and fluttered open, revealing dark blue eyes which squinted up scrutinizingly at the faces of the four adults above him. His skin still held a light pigment of red to it, he was a tad wrinkly - as if he still had to completely grow into his skin.

"Oh my, isn't he just the cutest little thing." Aunt May crooned.

Mary smiled. Her finger reached and gently brushed over the baby's smooth cheek with the softness of a feather. "Hello baby," she whispered, "You finally awake, huh." the baby's eyes furrowed further. She laughed lightly and pressed a kiss to the tiny nose. "Welcome home."

"You named him after me? Ben questioned softly.

"His middle name." Richard corrected.

"Yeah, yeah - still."

Mary turned her smile on Ben. "Of course," she told him. "You're a great man Ben, and you've done so much for us. You too May. I don't how we can ever repay you. I just…" she paused, the gratitude that couldn't be told through words shone in her eyes. "I just hope Peter grows to be like you two-"

Peter stopped the tape. His vision blurred the TV's screen, his burning eyes caught him off guard. The block in his throat was thick and heavy, making it almost painful to swallow. He didn't realize he was crying till a few tears had already run down his face. It's been so long….his mom, dad, Uncle Ben...he almost couldn't believe that Aunt May was his only family left. Beautiful, loving Aunt May.

How had it come to this? Just the two of them when it used to be five? Had it really been about two years since Uncle Ben died?

There was a small movement out of the corner of his blurred vision. Peter turned and was able to make out the turquoise-blue of Sam's shirt; wait - how long had he been standing there? Peter's face flushed once he realized he was caught crying and quickly turned his back to the other teen. Silently, he began putting the tapes back in the box as if he didn't notice Sam at all. He sniffled softly and wiped his eyes on the corner of his sleeves, desperate to wipe the tears away. When he glanced discreetly back over his shoulder Sam was gone. That was probably for the best right now - he just hoped Sam wouldn't tell the others he had been crying. He's had enough grief for one night.


Later that night, five kids and one adult lay slumped around the living room watching "Friends". Paper plates lay balanced on stomachs and thighs with cans of lemonade held in hands or placed on the coffee table. Luke was practically laying on the couch, Danny was sitting on his legs, Ava had one of the armchairs, Sam sat propped against the table, while Aunt May sat on the second armchair with Peter sitting down by her feet. A round of chuckles rose from the tired group as Joey said something funny before everything fell silent again. Peter sighed and lay his head against Aunt May's knees, she ran her fingers affectionately through his messy hair.

He tried to enjoy the soothing contact, tried to take pleasure in being around his friends, but couldn't help but think back on the tape with his parents and aunt and uncle. Man, he missed them a lot. So much. If he was being honest, Uncle Ben especially. Peter always felt a little ashamed when he missed his uncle more than his parents, but he couldn't help it. The only father-figure he's ever known had been Uncle Ben, same with a mother-figure - Aunt May had always been there to fill that position. And while he missed his parents and still had so many questions about them, he had a hard time thinking of them as his, well, parents.

It was an odd notion that left him feeling weird inside. A little guiltier each time to be honest.

Sighing, Peter got up. He grabbed his plate, with the remnants of his pizza still on it, and went into the kitchen. He dumped the leftovers in the garbage, along with the plate, and sat at the kitchen bar. It was dark in the kitchen, the sun had just gone down and bathed the room in shadows, all aside from the faint glow from a street light coming through the kitchen window. He held his head in his hands tiredly, trying to sort through the mess of his mind.

"Please tell me there is a plausible reason to you're brooding in the dark," Sam said. Peter glanced up briefly. Sam dumped his own plate in the garbage and regarded Peter with crossed arms. "Well?" he prompted.

"Don't worry about it Sam, I'm just filling in my emo-teenager quota for the day," Peter replied half-heartedly.

Sam frowned a little and sat on the stool next to the brooding teen. There was an awkward silence between them. He opened his mouth to say something, before clicking it shut again when nothing came to mind. Peter on the other hand, mindlessly drummed his fingers against the counter.

This silence stretched on between them.

Finally, Peter sighed. "Really, Sam, I'm fine. You don't need to sit here in the dark with me."

Sam scratched his neck uncomfortably.

"C'mon Buckethead, I don't need a babysitt-"

"I'm sorry." Sam blurted.

Peter blanched. "What?"

"I'm sorry," Sam repeated. "For teasing you earlier about the song. I - uh, that wasn't cool of me. So...I'm sorry."

Peter stared at him, looking caught off guard. "Oh," he said, "It's - it's okay. I mean, it was sort of funny. I was kind of a weird kid." he shrugged casually as he picked at the table. The noise from the other room seemed loud compared to the quietness of the kitchen.

"And…" Sam continued slow and uncertain, "I'm...sorry about your mom and dad. And your Uncle - of course him too." Peter sighed, he had hoped that Sam somehow forgot about what happened earlier.

"I mean - I know what you're going through. M-my dad, he died too and - and I uh...I know how hard it is. To go through that I mean." Sam blew a nervous breath and rubbed the back of his head. "Anyway, if you need to - umm, talk or something, you - you can, you know, talk to me." he trailed off awkwardly. He glanced briefly up at Peter's surprised face before nodding once and getting up. "I'll just leave then…" he muttered.

Before he could step away he felt something latch into his wrist. He looked up into Peter's eyes. "Thanks, Sam," the other teen whispered, sincere in his words. "I'm sorry about your dad too. If you want to talk, I'm all ears."

Sam smiled and ducked his head with a chuckle. "Yeah, you are. Should've been named Dumbo," he smirked. Peter laughed with him. And just like that, the awkward atmosphere two friends lowly laughed together, feeling the wall between them crumble a little more. Gradual they grew silent and sat in pleasant amusement. Maybe this Spring Break wouldn't be so bad.

After a moment, Sam turned to Peter with a mischievous smirk. "So, can you still sing that element song?"

Peter sighed. Or maybe it was. He shook his head in a bemused manner, but unable to hide a small smile. Quietly he sang, "There's antimony, arsenic, aluminum, selenium,

And hydrogen and oxygen and nitrogen and rhenium

And nickel, neodymium, neptunium, germanium,

And iron, americium, ruthenium, uranium,

Europium, zirconium, lutetium, vanadium,

And lanthanum and osmium and astatine and radium

And gold, protactinium and indium and gallium,

And iodine and thorium and thulium and thallium…"

Heeheehee, there we go. I know it was a bit more than we talked about Melancholy, but I kind of got carried away...but it was fun. We got a bit of Sam and Peter fluff and friendship, a few laughs, some sads, I hope you all enjoyed!

Anyway, I'm off camping for the weekend! Love you all! Hope you liked the update.