Peter wakes in the middle of the night, gasping for air, and he isn't surprised to see that it's 2:30 in the morning when he glances over at his alarm clock. Before the homecoming incident, he would have just bundled himself up in blankets, rolled over, and gone back to sleep.

Now? The blankets are too heavy, crushing, too much and all at once, and he doesn't even give the alarm a second glance as he pulls out his Chemistry textbook to study for the quiz in the morning, knowing fully well it isn't going to do him any good.

(He can't even read the page, but it's okay, because he's practically memorized the whole chapter by now. All he needs are the pictures.)

He's been getting worse and worse, and he doesn't know what to do.

Morning comes too fast and not fast enough, and he slips past May before she can try to talk to him about things — important things. Things he can't talk about, because there's nothing to say.

He calls a "Love you!" over his shoulder as he hurries out the door, and in retrospect, he should probably be trying to eat more, but he doesn't really have it in him to care.

School is a haze. He blunders his way through the Chemistry test, words blurring in front of his eyes, and he isn't sure if that said heterogenous or homogenous for the last question about mixtures before stoichiometry, but he's sure he answered it, so he lets it slide out of his thoughts.

Nothing noteworthy happens in any of his other classes, or if it does, he doesn't notice, too tired from the last few weeks (more like months, not that he'd admit it) of sleepless nights. Between patrol and homework (and the nightmares, but they deserve a place outside of sleepless — haunting might be a better term), he gets maybe two hours of sleep a night. Three if he's lucky.

Decathlon practice is the only good part of the day. Probably the only reason he tries at anything anymore. It's important to him, and it's the one thing that no one else can take away from him as long as he keeps trying.

He beats out everyone but MJ, as usual, and for once, they're tied for first place. (Michelle usually dominates the mathematics field mercilessly, but Peter's been getting better at it recently.)

Flash shoves him down the concrete stairs outside of the building (because apparently Peter's too tired to keep his balance), and yeah, there are only three stairs and he has accelerated healing, but that doesn't mean it doesn't still sting.

Peter's preparing himself for a long walk home when a fancy car that he's seen so many times before whips into the parking lot, coming to an abrupt stop right in front of where he's standing.

Right. He's supposed to work on new tech for his suit today, but he isn't sure how much longer he can stay conscious. Luckily, Happy is the one driving, and Peter's certain he won't complain about the peace and quiet if Peter happens to take a quick nap.

Everything is fine until they get to the tower. Peter starts whimpering in his sleep, and when he bolts upright, he isn't in the safety of his room. He's in the backseat of a moving vehicle that's too tight, too close, and he feels like he can't breathe.

It's a good thing Happy already parked, because Peter throws open the door, hurling himself out without thinking. He lands on his knees, and he stays there for nearly a minute as he tries to regain control over his senses, Happy looking at him with concern.

He finally manages to stand on shaky legs, and Happy shoots him a concerned look. "You okay, kid? You look like you're gonna pass out."

Peter manages a laugh as shaky as the rest of his body. "I'm good. Little disoriented for a minute, you know?"

He knows Happy doesn't believe him, but neither of them say anything, so Peter figures the man's probably letting this one slide.

Friday greets him as he enters, and it feels like home. Happy stays on the ground floor while Friday takes Peter up to Tony's workshop, apparently as per requested.

Tony doesn't look up as the elevator doors ding open. "Hey, kid," he says, soldering wire to a what appears to be a new design template. "I had this idea for—" Tony stops cold as he finally makes eye-contact with Peter.

He stays silent, and so does Peter, and the boy shifts awkwardly under his mentor's scrutiny.

"You look like shit," Tony says bluntly. "When's the last time you slept?"

Peter shrugs. "Technically last night." When Tony just keeps staring at him, he adds, "I got a full three hours."

Tony looks appalled. "That's a no," he says, and Peter is momentarily confused. "You're not working in this condition. Christ," he mutters, "I'd expect this from myself, but from you? Come on, kid. Off to bed." He ushers peter over to a couch in the corner.

"It's not the best thing to sleep on, but you need rest. We'll work on the new designs when you get up." He pauses. "Your aunt know where you are?"

Peter nods.

"Good. Bedtime. Now."

As much as Peter wants to protest, to say that he can still work perfectly fine, even on only a few hours of sleep, he knows that it would come back to bite him in the ass. He crawls onto the couch, curling up on his side, and he's out not even five minutes later.

He returns abruptly to consciousness a little more than 2 hours later, his body jerking involuntarily as he hears a loud crashing sound and feels something heavy covering his entire body. In a panic, his body twists off the couch, clawing his way out of the heavy duvet as he struggles to keep his eyes open and examine his surroundings.

Fortunately, it only takes him a minute or so to realize he's in Tony's workshop. Less fortunately, said man is standing right in front of him, wearing the same concerned face May always uses when she wants him to talk.

Peter, of course, isn't a fan. "I need some air," he says, grabbing his backpack and making a break for the elevator, nearly collapsing in relief as Friday allows it, taking him up to the roof.

As he sits on the edge of the building, he pulls his suit out of his backpack, but only the mask, slipping in over his head.

"Hello, Peter," Karen greets.

"Hey, Karen. What's up?" Jesus, for just an AI, Peter really missed her.

"Nothing is up, physically, as I am not capable of doing things when not activated."

"Big mood," Peter says.

"Moods cannot be big," says Karen, and Peter bursts out laughing.

He can feel his heart rate finally slowing. It might be stupid, but he feels safer with Karen. (It's really the suit, but he's only wearing part of it, and hearing another person's voice reminds him that he can't be in that warehouse because even when he screamed and screamed there was no one there. This way, he can't get confused.

Except, he's a little confused to hear the elevator doors opening up behind him. The slightly singed scent of motor oil and expensive cologne clears it up for him, though.

He can hear Tony sit down next to him, but he doesn't look over. Even with the mask on, he feels exposed. Peter can feel the "we need to talk" coming, and he has no idea where to start.

"So," Tony says casually, like this is just an ordinary conversation, "wanna tell me what all that was about?"

"Not really." Peter can feel his heart rate picking back up, and Karen notifies him of the fact as well, making him snort.

"Kid, you've gotta talk to me. You've been acting like. . . like whatever this is for months now, and I can't let you keep this up. You're going to get somebody hurt — maybe even yourself."

Peter's breathing is getting bad too, and he knows his vision is going to start whiting out soon, but he doesn't know how to stop it. Online, the articles he's read all say to breathe, but his breathing is all wrong and he doesn't know how to fix it.

Tony seems to notice something's wrong (more so than the obvious), and he goes to put a hand on Peter's back, but the pressure is hell on his heightened senses right now so he flinches, like an absolute idiot, and Tony withdraws his hand.

"Okay," Tony says softly. "I need you to breathe with me, okay, kid? Just mimic me." He takes some exaggerated breaths — in, hold, out, in, hold, out — repeating the process until Peter didn't look like he's going to pass out.

"That happen a lot?" he asks Peter cautiously.

Peter shrugs. "Sort of. They usually don't happen in front of people."

Tony stores the information away in his mind for future use. "Do you know what that was?"

"Sort of?" Peter says. "From what I understand, the symptoms are consistent with anxiety attacks or panic attacks — I don't really know the difference. I just know it sucks."

"You got that right," Tony mutters. "Panic attacks are usually more severe and tend to last longer. This kind of thing is usually triggered by some kind of traumatic event or memory."

The air is silent for a moment, minus the horns blaring and car engines from far below them.

"So, what was it? I know you've had a lot happen, what with your parents, and your uncle, and the plane crash. Talking about it helps."

If Peter didn't know better, he'd say it hurt Mr. Stark a little bit to tell him that.

"It was, um. . ." he pauses for a moment. "It was about Toomes. I mean, I didn't even mean to get involved, you know? Then he turned out to be my date's dad, and he threatened me at homecoming, and then he just has to go and drop a building on me." Peter's eyes are starting to blur with tears. He still has the mask on, and he takes it off to wipe at his eyes. He's pointedly not looking at Tony. "And there was no one there to help me, and I kept screaming for help, but nobody came and I was just so scared I wasn't strong enough to —" he hiccups, "to lift it, and then I did but I had to go after him, and. . ." He trails off, sniffling, trying not to let his tears spill over.

He turns to Tony, who is shaking next to him.

"You mean to tell me," Tony starts, "that you got a goddamned building dropped on you and you didn't say anything?" Peter shrugs, and oh, Tony is absolutely livid. "When did this even happen? You could have been hurt, Peter!" His voice goes soft. "I didn't even know."

"I followed Toomes to a warehouse. We were fighting and everything was fine up until he pulled out the wings on the Vulture suit. I didn't realize he wasn't aiming for me until the building was coming down on me."

This doesn't seem to make Tony feel any better. "Jesus, kid. How long has this been bugging you? Since homecoming?"

The silence says enough.

Tony takes a deep breath, relaxing the anger out of his features. "Kid — Peter — I need you to look at me."

When Peter doesn't move to comply, Tony gently guides his face up, and he can see the tears running down the kid's face, even with the abysmal lighting.

"You shouldn't have had to deal with that alone."

Whatever Peter was expecting, that definitely wasn't it. He does a momentary double-take.

"No, Mr. Stark. You were right. You said if I was nothing without the suit, then I shouldn't have it, and I didn't deserve the suit. I needed to be someone stronger."

Tony shakes his head, pulling Peter in for a hug as the kid sniffles again, letting Peter wrap around him with his long, lanky limbs. "No, kid. That was a dick move. Taking away your suit just took away your defences, not your powers. You've always been a somebody, with or without that stupid piece of tech. You were already strong." Tony is quiet, like he doesn't know what to say. "I was just — I was worried about you, okay? I was worried, and I thought taking the suit would keep you out of harm's way, which it clearly didn't. I'm the adult here. I'm the one that should have known better."

Tony pulls Peter close, and if he feels the tears seeping through his expensive suit jacket, he doesn't say anything about it. "I'm proud of you, kiddo."

And Peter starts bawling in earnest. Tony rocks him while he cries, rubbing Peter's back as he waits for Peter to calm down.

It's getting cold on the roof, and Tony carries the kid and his backpack inside to the living room, setting the kid gently on the couch and his belongings on the floor nearby.

Once Peter lets go of him, he slips away to grab a glass of water for him, giving the kid a minute to compose himself, even if only slightly.

It wouldn't be an overstatement to say that Tony is surprised to see Peter still awake when he comes back out of the kitchen. With how exhausted the kid was and all the crying just now, it would be perfectly normal for Peter to have fallen asleep in his position on the couch.

Instead, Tony comes in to find him surrounded by his textbooks and notes, as well as some stray worksheets, and Tony's proud of the kid for still trying so hard, even after everything.

Peter looks up when he comes in. "So," he says, fidgeting his hands nervously, "I'm assuming we need to talk."

Tony nods, waiting for him to continue. When he doesn't, Tony just sighs. "You can't keep going like this," he says.

"I know," Peter replies. "It's not like I really have a lot of options, though."

As much as he hates to admit it, Tony knows the kid's right. He can't exactly go to therapy, what with the whole "secret identity" thing, and even most of the other heroes don't know who he actually is. For all they know, he really is just one of Tony's interns.

It takes a moment for Tony to remember he needs to respond. "You have options. "You have your aunt, and that Ted guy, and I'm sure you have other friends that support you. You need to talk about this stuff with someone. It's going to eat you alive." He takes a deep breath. "I'm here for you," he says, and Jesus, that sounds like some terrible line from YA Fiction, but it's all he could come up with. "We all are."

Peter doesn't really believe Tony, but he's not outwardly rejecting the idea, so it's as much of a win as they're going to get for one night.

"You won't get hurt." Tony I won't let you get hurt is silent but obvious, and even Peter can tell that he really, really means it.

At a loss for words, all Peter can muster up is a soft, "Okay, Mr. Stark," and it isn't perfect, but it's a start.

"Now," Tony says, "try to get some sleep. I'll be right here."

Peter moves to set his alarm for the morning, and Tony rolls his eyes. "You're not going to school tomorrow, kid. You need rest." Peter still looks hesitant, and Tony tries his best not to look irritated. "I'll take care of everything," he promises. "You just take worry about yourself right now."

As Peter drifts off, he could almost swear he felt a hand brush gently through his hair. He's almost certain he hears Mr. Stark say, "I'll never let anything happen to you again," and he smiles to himself. If he didn't know better (which he really, really didn't), he might even think the man actually cared.


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