The sounds of the city echoed around him as he crouched on a building, his red mask covering his face and eyes. He watched as lights from cars, billboards and cell phones lit up the darkness that surrounded him, and he let himself breath.

Peter didn't get chances like this very often, and he savored every opportunity he got to get above the world and just exist. He loved the openness, the way that he could think about the unthinkable, the little time he got to just imagine. He felt like he could breathe better up here, even with his mask, because there was nothing waiting to suffocate him until he got down to the streets below. The world below.

But he wasn't ready to get down. Not yet.

Peter decided to risk taking off his mask and took a breath of fresh air, letting his body gently fall to a sitting position, his legs swinging above the noisy expanse below him. His worn bag sat beside him, full of all of the food and materials he found, but he wouldn't think about it now. He just wanted to sit and get lost in the glorious nothingness of it all.

He'd learned to appreciate the quiet. He couldn't believe that he hated silence before.

Before.

Peter closed his eyes, focusing on the feeling of wind in his hair. He couldn't think about that, it was the one thing he didn't allow himself to think about up here. That was a thought, a conversation, for below. Not now.

Now that he actually remembered how special it was up here, there were a lot of things he wouldn't allow himself to think about during this moment. Maybe it wasn't so special at all. Maybe it was just a tiny hope that he could escape all of the responsibilities he faced, the reality that his life wasn't good.

With a sigh, his mind screamed for him to do something productive, and the special moment was over as quickly as it came. He put his mask back on, sliding the backpack on his shoulders and shooting a web across the street. He jumped off the building, barely reacting when his arm jerked up and moved his body towards the other side. He landed on the other building with a huff, running across the roof and down into the alley, dropping graciously onto the concrete. He could feel his feet begin to burn, and he knew that it was time to invest into some new sneakers. Or boots, but he would have to be lucky to get something as precious as that.

And Peter wasn't very lucky.

He glanced around the ally on instinct, smiling when he saw a garbage can in the corner. He had already finished going trash diving, but it was right there….

After making sure that there was no one watching him, he walked over to it and opened the lid, ripping the garbage back inside of it. When he had first done this he cringed, but now he was just used to it. The smell of rotting trash and mold wasn't enough to keep him away from the hope of food.

He promised himself that no matter how bad it got he would never steal something that someone still wanted. If it was in the garbage, it was okay. So, searching the trash is what he did.

Before diving into the contents of the bag, Peter pulled off his red gloves and rolled up his sleeves, plunging his hands into the stinky items, inspecting everything with a keen eye.

And there, in the middle of the bag, was an unfinished container of cookies. Opened, but sealed enough to stop the rotten banana on top of it from corrupting what was in it.

"Score!" He whispered, reaching for it. The box was a bit damaged, but the food on the inside was intact. He didn't have to wonder why someone would throw it out; the cookies had expired three years ago. Someone must've been cleaning out their pantry.

Tiny bits of mold could be seen on the cookies, but he knew that it would be okay, and Tyrell would like it. Maybe Alethea, too, but she was more hesitant to eat mold. Peter assumed that, as she got more used to the life she now had, that would change. It changed for him, that he knew well.

Peter stuffed the food into his backpack, making sure that it was in there tightly, and made his way home, taking the dark streets that no one bothered going down. He didn't feel like running or climbing, so he steadily walked, letting the heavy backpack full of goods bounce on his back.

The buildings around him turned from clean and maintained to dirty and crumbled. He could hear less people on the main streets as he walked, and he knew that he was making his way to the unpopular parts of the city. The parts that no one wanted to be in. The part he called his home.

Streetlights became less and less frequent, and Peter soon found himself walking in large patches of darkness. But, he didn't mind. He knew that his super senses would catch danger before it came, and he would be able to fight off any criminals that lurked in the shadows. Not only did he have super strength, accelerated speed and reflexes, but he also had experience. His suit, composed of the red and blue spandex that he spent a lot of money on, could always be fixed, and his skin healed faster than most, given that he got some food to eat. If he ever was attacked he would be fine.

Peter was crazy proud of his suit, it had taken him forever to make it but was one of the few things that he so dearly cared for. Its bright color scheme would easily tell anybody who saw him who he was. Spider-Man.

The suit that he wore had the perfect balance of red and blue, detailed with webs that laced all over the fabric. And, right in the middle of his chest sat a black spider, the symbol giving him more pride than anyone would know.

This suit was one of the few things he had left, the name Spider-Man he had made for himself bringing a sense of belonging. People liked him in the suit, he was someone that people looked up to, even admired. Peter hoped that maybe some were proud of him, too. Sure, he had his family, and they would always be proud of him, but to have other's appreciate what he did, what he was, was incredible.

He always welcomed that feeling, ever since Aunt May一

Don't think about it. Just don't.

It didn't take long for the warehouse to come into view, the gray building tall against the short, abandoned buildings surrounding it. Apparently the warehouse had been a storehouse for clothes at one point, but Peter knew that it had been abandoned for years.

Until they found it, at least. Now it was their home, and Peter was glad that it was. They had a place to stay, a roof above their heads, and a new family. They had couches for beds, heating, and running water. Most of the stuff they owned was trash, but it was theirs. He and his estranged family of four had something that was theirs.

Peter came to the backdoor and knocked three times, then four, before unhooking the chain and stepping inside, removing his mask once the door was shut again. He made his way to the makeshift kitchen, where a small table missing one leg sat awkwardly, a dirty stuffed animal on top of it. He discarded the bag onto the floor, taking out the cookies and putting them on the table. The table swayed in protest, but it didn't fall, so Peter counted that as a win. He picked up a screwdriver that he had found that night and closed the bag again, knowing that the two youngest didn't care what was in it. A part of him hoped that they would come to get the cookies, but they were nowhere in sight.

He wasn't surprised that it was quiet, that they hadn't run up to greet him, most of the warehouse remained unused, but it was still big. Tyrell and Alethea could be anywhere, but there was one person where Peter knew she would be. If anyone was more devoted to survival than him, it was her.

Peter made his way to the lower level, grabbing a flashlight to go down the stairs with. The metal staircase creaked as he made his way down it, and he ran his hand along the wall, knowing that if the structure gave out he could cling to it in a second.

He could soon hear some clanging from below, and could see that the overhead lights were on, and he jumped down the final steps, smiling.

Cyra stood in front of a busted car, the hood popped open. Her tank top and ripped jeans were covered in dirty oil, the black dots sprinkled over the cloth mirroring the millions of freckles that littered her cheeks and nose. Her usually bouncy, orange hair was pulled back into a tight bun, allowing her to work without interruption.

"Hey, Peter, you're back!" She said, turning to him with a smile. She set her tools down and wiped her hands on a cloth, beaming.

Peter tossed her the screwdriver, and she caught it, despite not having super reflexes.

"I found it in the first dumpster I searched." Peter said, sitting down on one of the old chairs near her.

She inspected the screwdriver, testing the feel in her hand before looking back at him. "It's perfect, thanks. Did you manage to find anything for Tyrell and Alethea?"

Peter nodded, gesturing to the stairs. "Cookies, upstairs. They're old, but they still look edible."

"Tyrell's going to love that. Did you manage to find any other food? We're sort of running out."

Peter felt the smile falter on his face. They were lucky that they didn't have to worry about water, or warmth, yet they still had to worry about food. Some days it felt like the hardest thing to get, yet it was one of the most essential things for survival.

"I got some bread, and a bag of carrots, but that's not enough, is it?"

Crya shrugged. "It depends, enough for tonight? Absolutely. For tomorrow? I don't know." She put her hand down on the car she was previously working on. "I've taken a lot of the parts out, so if I can find a seller we should be able to get an extra bit of cash."

"Hopefully we can, we've all been hungry before, I don't want them to…" Peter's voice cracked at the reminder, at the memories, but Cyra understood.

"I know. I'll skip supper tonight."

"And I'll skip breakfast."

Crya's mouth formed into a tight line, and Peter knew that she was going to protest. She always told him that he needed to eat, his increased metabolism and powers begged him for it. Yet, she said nothing. Maybe she had finally learned that, when it comes to protecting Tyrell and Alethea, he would do anything for them. She would too, that he knew.

"Where are they?" Peter finally asked. She pointed up the stairs.

"They're watching the billboard again. You know, the one playing the scenes of the Avengers fighting the robots?"

Peter knew. It wasn't long ago that the younger kids had seen the Avengers in the news, and they loved them. Peter had seen the heroes in person a couple of times as he swung around New York, so they didn't fascinate him as much as they should've, but he respected them. Saving people was all that Peter had now, and they did it with such ease that gave him hope.

"Go join them. I know you want to, and I'll be busy down here for a little while longer." Cyra said, and Peter nodded, walking up the stairs and up the ladder to the window.

He could see their smaller bodies illuminated by the bright lights of the billboard across the street, and Peter sat beside them, wrapping his arm around the both of them. He didn't know why the billboard was still active, no one lived around here but them. They all loved the billboard, and he didn't want to question one of the few good things they had.

Alethea leaned up against him instantly when he sat down, her perfectly white hair greasy, but he ran his hand along it, knowing that she thrived on physical comfort. Tyrell sat beside her, wrapping his arms around his knees, his dark eyes staring as Thor hit one of the robots with his hammer in the footage.

"Could we be like them one day?" He asked, his young voice soft, and Peter managed to smile, knowing that it was possible. Peter himself, at 16 years old, was already trying to be a hero. Spider-Man wasn't a hero yet, he was far from it, but he was still helping people. It wasn't too far of a fetch for either of them to do it, too.

"Maybe."

Alethea sniffed, tucking her head into his chest. "I don't want to be a hero. I want to go home."

"We all know you can't." Tyrell spat out suddenly, and Peter shot a glare at him. "What? Our families didn't want us! We'll never get to go home!"

The young girl started crying, and Peter began to shush her. She was the newest to their little family. She was the one who was tossed to the street most recently, only two months ago. Peter knew that she was going to cry eventually. And Tyrell…sometimes he just didn't think before he talked. Peter assumed that it stemmed from the part of him that was hurting, but he couldn't know for certain.

They were young, and they had lived through what no one should've. Peter couldn't blame them for hurting.

"Hey, hey, Thea, it's okay. I'm here." Peter said, rushing to comfort the little girl that sobbed into his chest, "We're all a family, okay? We love you."

"I want to go home, Peter, I want to go home!"

Peter held her tighter to his chest, and Tyrell sat watching them, frowning. Tears were blossoming into his eyes, too, and Peter suddenly felt overwhelmed, knowing that the younger boy missed his family, too.

He couldn't comfort the both of them. How was he even supposed to comfort Alethea? It was true, her parents didn't want her. She couldn't go home. The family, this warehouse…it was all she had left. It was all everyone here had left.

Peter wished he could change that. He never wished for anything more.

He quickly maneuvered Alethea onto his lap and slided over to Tyrell, bringing the smaller boy into a hug.

"Guys, I'm so sorry, but…" He swallowed back tears, all of the pain the kids around him faced draining into his own heart. "Your parents…they're not here. We're all we have left. But, I promise you, both of you, that it's going to be okay. Cyra and I are never going to leave you alone, and we'll protect you."

Tyrell sniffed. "With your spider powers? And her fire?"

Peter nodded. "Yup. My web and her flame, okay? We're your family, and we'll never throw you to the street. Ever."

"Why do they hate us?" Alethea asked, and Peter sighed.

"I…we're different from them. That scares them, a lot."

She looked up at him, her eyes beginning to sparkle blue, if ever so slightly.

"You're not, you're not scared of us?" She asked, and Peter shook his head, giving them a comforting smile.

"No, of course not. We're family. And, even though we're a bit different, me being like a spider, Cyra having epic fire powers, super cool Ty over hereー" With that he ruffled Tyrell's hair, and the smaller boy chuckled. "And beautiful Thea, the girl who can make things float…we're still going to be there, alright? We don't care that we're different. Our differences are what make us special."

Thea grinned at the words, and she wrapped Peter in a hug.

"Thank you, Spider-Man." She mumbled into his shirt, and he laughed.

"I'm always here, I promise you guys."

Tyrell glanced over to the kitchen and furrowed his brows, wiping the tears from his eyes.

"What's on the table?"

Peter looked back, as if he didn't know what was there.

"Can you guess?"

"Cookies?"

Peter smiled. "Yup. Two for each of you, and that's your supper for tonight."

"Yay! Come on, Thea, let's get some!"

The younger girl reluctantly pulled himself from Peter's lap and headed over to the kitchen, climbing down the ladder and running to the table.

Peter took a moment to compose himself, taking the precious little time he had to ignore the feelings of loss and hurt that always came up when he thought about his family. His biological family. The way Aunt May looked at him when he climbed up the wall, when his hand wouldn't let go of the fork…he shivered.

Don't think about it, Peter, just don't think about it.

He turned his eyes to the billboard, watching the heroes fight Ultron and his…clones? Allies? Peter wasn't sure, but it was a welcome distraction. He could hear Ty and Alethea talking brightly behind him, clearly content with their supper, and Peter wished that he could be like that again. Just enjoying what he had. And not thinking about what he doesn't.

But, he was an adult in this reality. He was the second oldest, one year younger than Cyra, and he was the one in charge of getting food. Cyra was always in the warehouse, taking apart all different kinds of vehicles to sell the parts, while he looked for stuff in the trash.

She always had a system, and it was one of the things that Peter admires about her. She would get him to come with her to a nearby abandoned parking lot, where hundreds of broken down cars were dumped. No one really knew why that was the spot to drop off anything that people wanted to get rid of, but they took advantage of it. Peter would help her bring it back to the warehouse, where she would begin her work. When she managed to get out some parts from the vehicles, she would try to get the best deals from buyers, but would often get ripped off. All of her hard work was usually met with half the cash that she deserved, and when they did get a good amount of cash, they would buy as much food as they could. Food that Peter ate faster than he should've, but he couldn't help it.

Peter tore his eyes away from the digital billboard and stood up, rolling out the stiffness in his shoulders. As he descended the ladder, both of the younger kids were now sitting on the ground, playing with some small LEGOs that Peter had managed to snag from his old apartment before Aunt May moved to New Jersey.

Peter didn't know what she did with the rest of his stuff. He tried not to care about it.

Don't think about it, don't think about it.

The feeling of suffocation, the one that he so desperately wanted to avoid, was back, and Peter needed some air. The kids would be okay if he left for a bit, right? Cyra would take care of them. He just needed to get away.

After grabbing his mask and a bottle of water, he quickly made his way down to the "garage", Peter stuttered to a stop when he saw Cyra bent over a desk, sleeping. Her shoulders slowly rose and fell with her breaths, and her bouncy hair was now loose around her shoulders. Peter saw that she had managed to get the engine out of the car, and more parts he didn't know the names of, and it was all loaded into a small wheelbarrow. That thing would be heavy, when she had to deliver the parts Peter knew that he would help her. Her powers were incredible, but super strength wasn't among them.

He felt horrible for waking her up, she was working herself to the bone for this family they had, and she needed sleep. But, he really wanted to swing around a bit and clear his head. She had to know where he was going.

"Cyra?" He said, shaking her shoulder gently. He tried not to wince at how warm it was. Cyra reacted to the touch, her green eyes opened, and her brow furrowed.

"Hmm?"

"I'm going out as Spider-Man." Peter said, keeping his voice gentle. "Could you keep an eye on Tyrell and Alethea?"

She nodded sleepily, but Peter knew that she fully understood what he was saying.

"Sure. Have fun, Pete."

Peter smiled, leaving a bottle of water on the desk beside her. He put on his mask and told Ty and Thea where he was going, but they were too immersed in what they were building to care.

He climbed up the walls and opened a large window that led down to the street, hopping out of it and closing the glass behind him. He put on his mask and jumped, shooting his webs and swinging around the streets with grace.

This. This is what made him feel better.

It didn't take long until he felt a sense of danger around him as he swung, his senses warning of impending danger.

"Alright, Spider-Man." He said to himself, following his instinct and landing in front of a building. "What's the trouble you're going to stop tonight?"

He could see dark smoke in the distance, illuminated by the rare streetlights, and Peter swung in, landing right in front of a burning home.

"Hello?!" Peter called, raising his hands against the heat that rushed out of the house. The building was barely standing, and Peter wished that Cyra was here. Heat, fire…she was the master of it. But, she wasn't here, so Peter had to do this by himself.

He didn't know if anyone was inside, but he had to check. His spider-sense wouldn't be going off if this was a regular house fire, so he didn't hesitate in his decision.

Peter ran into the burning inferno, ducking his head under some falling wood that was covered in flames. He frantically looked around the living room, trying not to let the fire scare him. He really hoped that no one was in here. Peter wasn't sure if they would still be alive.

His spider-senses began ringing again, and he felt danger coming from below. He looked around, and he saw some stairs going down into a basement. Right towards the danger.

Coughing, he quickly made his way down to the basement and instantly kneeled down as a bullet whizzed above his head, a middle aged man shooting at him with a pistol. Spider-Man stuck his hands to the wall and propelled his body up and out, slamming his feet into the man's chest. His opponent fell to the ground, stunned, and Peter picked him up and slung him over his shoulder. He glanced around the basement, feeling the heat in the house increase as the flames devoured more of the walls, and he knew that they had to get out fast. Yet, he couldn't see himself leaving yet. Something was still not right.

There. In the corner of the basement, tied to a chair, was another man. A cloth bag was over his head, and Peter could tell that he was bleeding.

Grunting over the weight of the gunman in his arms, Peter rushed over to the man in the chair and ripped the bonds from his wrists, the bag off of his head. The smoke was getting thicker around him, his lungs struggled to take in any air. He picked him up in his other hand and made his way up the stairs. He got out of the building in record time, his limbs shaky and weak from exhaustion.

Fresh, clean air hit him like a bullet, making him cough even more, but he was out. He got both of them out. After webbing the man with the gun up, Peter took a second to inspect the injured man's wounds. His gloved hands hovered nervously over the man's stomach that was slowly bleeding out, bruises littered the man's face, and he had a swollen eye. Yet, despite all of the injuries that Peter saw, one thing was clearly evident.

This wasn't just some nobody that got caught in the wrong business. It wasn't a random guy off the street. It was a person who could be recognized all over the world, a hero. Peter felt his heart drop to his toes.

Tony Stark. The man who was bleeding out in front of him was Tony Stark.