Hey guys! Welcome to my second fanfiction! I hope you enjoy it :)

DISCLAIMER: I don't own any of these characters! They all belong to the MCU!

Caution: This fanfiction has a lot of dark and angsty themes so if you are uncomfortable with that, please don't read!

A.N

HI! I decided to do another chapie cuz you know why not? Please review!

Tony gets up early for his usual schedule, well his early is 11 AM. Blinking the sleep out of his eyes, he goes to the bathroom and washes up. The memories from last night come flooding back to him. "FRI, is Peter ok?" Tony asks the ceiling. "Yes. According to his sleep cycle, he's almost ready to wake up." FRIDAY says pleasantly. "Ok. Thanks, FRI." Tony says, sighing. He looks like absolute shit. Tony barely got sleep and there are dark bags under his eyes. If he looks like this, how will Peter look? Tony walks across the hall and slowly opens the door. "Pete, you awake?" Tony asks. The boy is cocooned in a heap of blankets. "Petey...it's time to wake up bud." Tony says, shaking him a bit. Peter's head pops up, his eyes barely open. "I don't wanna get up, Dad." he whines. Tony freezes. Did he just hear what he thought he heard? Tony suddenly feels a warm bubble expand in his heart. The kid obviously didn't realize what he said, half-asleep, but it's enough to make Tony's entire day. Tony pulls some blankets off of the teen and wraps him in a hug. Peter leans into the touch, his head laying on the older man's chest. Peter is content staying like this forever, listening to the steady beat of his mentor's heart. "Come on spider-kid. Up you go." Tony says, slowly pulling Peter's head off his chest. Peter whines and tries to go back. "Peter…" Tony says. "Fine. I'm up, I'm up." he sighs. Tony smiles and ruffles his hair. "I smell pancakes." Peter mumbles, stumbling out of bed. "Steve and Nat probably made some. They do the cooking around here." Tony tells him, heading toward the door. Peter nods and goes into the bathroom.

"Hey маленький паук! How did you sleep?" Natasha asks. "Hi, Mrs. Romanoff. I slept fine." Peter says with a small smile. "Please Peter, Nat or Natasha." Nat says, smiling warmly at him. Peter grins and nods. Tony knows Peter adores the team and the team adores him right back. "Hey, kid. Grab a plate, we made your favorite." Steve says from the pancake maker. Peter brightens up at that and grabs a plate from the cabinet. "You didn't have to Mr. Rogers-" Peter tries. "Pete. Don't make me sound older than I already am. Steve is fine, bud." Steve says kindly. Peter blushes and nods. Then suddenly, his expression turns sad and his eyes get glassy. What just happened? One moment he's happy and the next he looks like he's about to cry. Tony leads the boy to the couch and sits down next to him. "You ok bud?" Tony asks him. A single tear rolls down his cheek and he just buries himself into Tony's shirt. Tony sighs. "Pete. You gotta tell me what's bothering you. You can't keep it to yourself, buddy. Pepper coming tomorrow morning…do you think you can talk to her?" Tony asks. Peter doesn't say anything, he just refuses to come out of Tony's shirt. Steve shoots him a questioning look, while Natasha just looks at him worriedly. Tony manages to coax him out and make him eat his pancakes. He turns on the T.V and they scroll through Netflix looking for something to watch. Steve and Nat settle down on the couch next to Tony and talk quietly to each other. "Guys, where's everyone else?" Tony asks. "Bruce is in the lab, Sam, Clint, and Wanda are in the training room. And Rhodey is still in his room." Steve says. Tony nods. "Hey, kid. You want to come train with me?" Steve asks. Peter's eyes light up again. "Really? Me?" Peter asks excitedly. "Yeah. Who else?" Steve says casually, getting up. Before Tony can interfere, Peter is jumping off the couch. "Yeah! Totally!" Peter says. Peter turns to look at Tony, who sighs. "If you hurt my kid, I'll personally deliver you to hell, got it?" Tony says, looking him dead in the eyes. "Steve! Tony said a bad language word." Natasha teases. Steve rolls his eyes at her. "Jeez. Don't worry Tones. The kid needs a little challenge here and there. He can't be babied by his dad his entire life!" Steve says, heading to his room to get some training clothes. Peter blushes but doesn't correct him. Tony's heart soars. Peter hugs Tony quickly and heads off to his own room to get changed.

To his frustration, all he can find for workout clothes are some sweatpants and an IronMan t-shirt. He smiles. Of course Tony would put half a million of these in his closet. Suddenly, a cold presence strips him of his happiness. May's gone. She's never coming back. It's Peter's fault. He should have saved her. Peter walks slowly out of his room, no longer bouncing with happiness. "Nice shirt kid." Tony smirks. Then, he gets a glance at the teen's face before he turns to the elevator. "Pete!" Tony calls. Peter turns around slowly. Tony gets off the couch and walks up to him. "Pete. Please tell me what's wrong. One minute you're bouncing off the walls in excitement, and the next, you look like you're going to break down. Please kid?" Tony asks, looking into his eyes. Peter sighs. "It's just, whenever I'm happy, I think about May. And...I'm sad again." Peter says, looking down at his feet. "Kid. You will always miss her. That's never going to change. But, if you're never happy again, what would she say? She wanted you to be happy, kid. You don't have to be ok. But, you do have to at least try." Tony says, kissing the top of the boy's head. God, he hoped he was doing this right. He really didn't want to screw this kid up. Peter leans into him and Tony wraps his arms around the teen. "Cap is waiting. Have fun ok, Underoos? If he hurts you just call me and I'll beat the shit out of him." Tony says seriously. "D-, Mr. Starkkkk." Peter whines. "What? I'm just saying! And it's Tony." Tony says with a smile. Had Peter almost called him dad? Again? Except he wasn't half-asleep... But Tony wasn't worthy of being the kid's dad. He's too messed up. Tony sighs a bit and takes the stairs down to the lab. Stupid brain.

Peter heads into the elevator feeling a whole lot better. Tony can just do that without doing anything really. Peter mentally slaps himself. He had almost called Tony, dad. Of course Peter thought of Tony as a dad. Peter would do anything to keep Tony safe and the man had been his hero for his entire life. But he didn't think Mr. Stark felt the same way. He would probably never love Peter like a son. Peter wasn't really anything special. The elevator dinged and he arrived on the training room floor. His excitement rose up again. He couldn't wait till he could tell Ned about this! He walked out of the elevator and took in the whole room. Clint and Sam were in the boxing ring, with Clint easily beating Sam over and over again. Wanda was not far from them lifting a 250 Lb dumbbell with her magic like it was nothing. Well to be fair, 250 Lb was like a paperclip for Peter. Sam and Wanda waved at Peter, Clint taking the opportunity and knocking Sam to the floor again. "What the hell man? I was saying hi to the kid!" Sam complained while Clint held out his hand to haul him up. Steve is over by the door laughing at their antics. "You ready to go for a run, kid?" Steve asks. Peter nods. Ned was going to freak! He was going on a run with Captain America! They head outside into the brilliant afternoon sun. "Try to keep up!" Peter yells, taking off. "Kiddd!" Steve whines, racing off after him. It's not easy for Steve to catch up. Peter has to slow down so Steve can keep pace with him. "Jeez kid! Let up on the old man." Steve jokes. Peter laughs and keeps running. They run for almost an hour before they start to jog. They halt to a stop in front of the door once again, both dripping in sweat. Clint and Sam are looking at them with their eyes wide. "Dudes. You just ran 40 miles in an hour! I officially quit!" Sam yells, going back to the mats. Steve and Peter laugh as they head back inside. "The kid can go way faster. He was at jogging speed." Steve says, ruffling Peter's hair. "You should be ashamed of yourself kid! Go take a few more miles and sprint it!" Sam says. He waits a few seconds. "I'm assuming you just took it." He says, running a hand over his face. Steve and Peter both laugh and settle next to Wanda, watching her beautiful scarlet magic. Wanda smiles warmly at Peter when she sees him staring. She waves her wand and streaks of red magic twist through the air, right in front of Peter. His eyes shine with excitement as he reaches out to touch it. They disappear as he touches each one. "That's awesome Mrs. Maximoff!" Peter exclaims. "Please. Call me Wanda. That sounds odd." Wanda laughs. Peter nods and looks over at Steve.

Peter and Steve lift the dumbbells and other weights, designed especially for Steve, for at least a bit of challenge. After a little while, FRIDAY's voice comes out of the speakers. "Boss has asked me to inform you that he has ordered lunch. Please proceed to the common room for pizza." FRIDAY says pleasantly. "Let's go before Tony kicks our ass." Clint says. "Language." Steve says, earning him several chuckles. "Baby." Clint says, good-naturedly. They all head into the elevator and file into the common room. The euphoria of training is gone and it's filled with the horrible emptiness. Peter trudges to his room and turns on the shower. As he lets the warm water fall onto him, his negative thoughts come back. May's gone. It's his fault. He could have saved her. He's no hero. He couldn't even protect the one family member he had left. He feels the tears on his cheeks wash away with the water. He notices a razor on the shower stand. He glances at it and turns off the water. No. He refuses to go down that path. Maybe. He pulls on the Avenger's sweatshirt and a pair of black jeans. Almost all his clothes are either science-related or Avenger's related. Thanks, Mr. Stark. Peter heads into the kitchen and finds everyone already on the couch with pizza on their plates. "Yes! Pineapple!" Peter exclaims, grabbing a plate. "Finally! Someone agrees with me! Kid, you're the best!" Sam yells, high-fiving Peter. Tony wrinkles his nose. "Eww, kid. We only order that so Mr. Snapper over there shuts up." Tony says. "WHAT! Pineapple on pizza is the best!" Peter says, sitting down next to Tony. "Don't bring that filth anywhere near me." Tony laughs, pulling Peter in close. Peter laughs and shoves a bit of the pizza into Tony's mouth. Tony pretends to gag and makes a show of passing out dramatically. Everyone laughs at the duo. "You're such a dad, Tones." Natasha whispers into Tony's ear. Tony rolls his eyes at her but smiles. Peter cuddles up next to Tony, pretending he didn't hear. They watch "Friends" for a bit before Peter dozes off.

Peter wakes up trying to catch his breath after the nightmare. Tony walks in to check on him. "Pete? You alright?" Tony asks, sitting next to him. "Yeah..umm...just a nightmare. I'm fine." Peter shrugs. "I should make "I'm fine" illegal. Now I know what Rhodey is always complaining about." Tony says, nudging him. Peter smiles. "You can't make a phrase illegal Tony!" Peter reminds him. "Hell yeah, I can. I'm Tony Stark. Genius, Billionaire, Playboy, Philanthropist remember?" Tony exclaims. Peter laughs and leans on Tony's shoulder. "How did I get into bed?" he wonders out loud. "You fell asleep during lunch so I just took you to your room." Tony says. "In front of the whole team?" Peter asks, incredulously. "I waited till everyone was gone. I know you would never forgive me if I did that." Tony laughs. Peter smiles and looks down. "Hey FRIDAY, what time is it?" Peter asks. "The time is 7:47 PM Peter." the AI tells him, as Tony gets off the bed. "Shoot. I'm late for patrol." Peter says getting out of bed. "No can do Underoos. I want you to stay in the tower for a few days, maybe a week, and get yourself together ok?" Tony says kindly, but firmly. "What? No! I have to go on patrol! The city needs me!" Peter says, looking for his suit. "Peter. I said no. I need you to rest and take care of yourself. Don't worry about the city. FRIDAY will tell me if anything goes wrong." Tony tries again, more sternly. "I'm going! FRIDAY doesn't tell you about the little stuff. They need me!" Peter says, raising his voice. "You are not going." Tony says, calmly.

"You can't tell me what to do!" Peter says, his voice getting louder.

"Yes I can kid. I'm your guardian and I made that suit so I can tell you what to do. I'm trying to keep you safe." Tony explains, trying to keep calm.

"No you can't! You're not my dad!" Peter yells.

Peter wants to take it back as soon as he hears it come out of his mouth. Tony freezes against the door. His warm, chocolate eyes fill with tears that he tries to blink away. He nods and walks out of the room. Peter feels tears on his cheeks as the anger fades away. How could he do that? He thought of the man as his father, even more than Ben, and he told him the exact opposite. He closes his eyes but all he can see is the heart-broken look in Tony's eyes as his eyes filled up with unshed tears. Tears that he thought Peter hadn't seen. He was the worst person in the universe. After all that Tony had done for him, he told him that. Peter feels the waterworks coming, but he just lets it come. "I didn't mean it dad." Peter whispers.

As soon as Tony gets out of the room, the tears start to spill. Luckily, no one is in the hall. He walks into his room and closes the door. "FRIDAY...don't let anyone in." he croaks. "Ok." FRIDAY says quietly. Tony washes his face and looks at his reflection. His eyes are red and puffy, and he looks more tired than before. He walks over to the bed and sits down, looking at his hands. Of course the kid wouldn't think of him as a father. He already knew that. He told himself that he didn't deserve the kid over and over. But that didn't compare to how much it hurt when the kid said it...his kid. Tony wants to let it out. He wants to cry until he can't cry anymore. But, he just sits there...numb.

Peter climbs out of his bed. He can't stand to wallow in his guilt any longer. He can't stand to see Tony's tear-filled eyes one more time. He has to fix this. Peter slowly walks to the door. He's about to knock but FRIDAY's voice startles him. " This door is locked. Would you like me to take a message?" FRIDAY asks. "Please let me in." Peter whispers, his voice breaking.

FRIDAY speaks quietly, but it still startles Tony. "Peter is at your door. Would you like me to play his message?" FRIDAY asks. "Yeah." Tony says after a minute, still looking at his hands. "Please let me in." Peter's broken whisper fills the room. Tears spring up to Tony's eyes but he wipes them away. "Let him in, FRIDAY." Tony whispers. The door opens and Tony sees Peter sitting against it, curled into a ball. The boy looks at the opened door for a moment, and slips inside.

Nothing happens so Peter just sits against the door. A few minutes later, the door creaks open. He doesn't bother to dry his tears as he slips inside. Tony is sitting on the bed looking at his hands. His eyes are angry red and puffy, and he refuses to look up at him.

Peter stands in the doorway for a second. Tony just looks at his hands, fighting the tears. He knows he isn't capable of making his usual poker face, so he just keeps his voice monotone. "Do you need something Peter?" he asks his hands. Tony never calls Peter by his actual name. He always calls him by some sort of nickname. Tony hears a choked sob. Peter runs over to him and grabs Tony's hands as he kneels on his knees, in front of him. "T-tony. I-I'm s-sorry. I'm s-sorry. I-I'm s-so s-sorry. T-tony. I-I'm s-so sor-ry." Peter sobs. Tony reaches over to wipe Peter's tears away but freezes. "I-I can't bre-athe. T-Tony. H-Help. I-I'm s-sorry. P-please. I-I'm s-so s-sor-ry. Tony-y. H-Help m-me. I-I didn't m-mean it." Peter gasps, going into a full blown panic attack. Peter can't breathe. His kid can't breathe. Tony unfreezes and collapses next to him. "Peter. You can breathe. In and out. In and out. Breathe with me." Tony says frantically. Peter just goes more white. "I-I'm s-sorry Tony. P-please don't ha-te m-me. I"m sor-ry. I d-didn't m-mean it." Peter says hysterically. "Peter. You don't need to apologize, just breathe kid. I could never hate you. Please just breathe. P-please. I-I can't lose you. In and out ok?" Tony says, on the verge of panic. Peter looks ready to pass out, his lips slightly tinged blue. Peter's eyes start to close and Tony loses it. "Pete! Please! Open your eyes! Just breathe kiddo. Like this. In and out." Tony takes exaggerated breaths, trying to calm the trembling teenager. Peter's eyes start to open as he breaths with Tony. "That's it. There you go." Tony whispers, relieved.

When Peter's breathing gets back to normal he starts trembling again, tears running down his face. "I'm sorry Tony. I-I'm sorry. I'm sorry. I promise I didn't mean it. I-I love you. I'm sorry. I didn't mean it." Peter stutters, his breath quickening again. "I love you too Peter. Please don't apologize. It's ok. You don't have to apologize. Calm down, buddy." Tony tells the boy, rocking him in his arms. "I'm sorry. I'm sorry. I'm a horrible person. I just h-hurt everybody. I hurt May. I d-didn't s-save her and I hurt y-you. And I said horri-ble things. I'm sorry d-dad. I'm s-so sorry. T-tony. I'm s-sorry." he says, shaking violently with the sobs. "Peter. You are not a horrible person. You did not hurt May and you didn't hurt me ok? May's death was not your fault. Peter..I-I love you. Please don't say those things." Tony whispers, tears pricking the back of his eyes. Peter looks wildly at him. "Please. I-I'm s-sorry! D-don't send me away. I promise I'll never do anything to hurt you. D-dad. I-I'm sorry. Please don't send me a-away. I'll behave and I-I'll listen to y-you. P-please. T-tony" Peter gasps, another round of sobs pushing his body to the floor. "Peter I would never, ever send you away. You're the best thing that's happened to me. Everyone knows it. You're a good kid, Peter. You are my kid. I could never send you away." Tony tells the teen, a tear making its way down his cheek. How could Peter think Tony would send him away? Peter just shakes in the older man's arms. Tony feels a wave of guilt wash over him. How could he do this? The kid already had all this guilt, that Tony didn't know about, and he had just added more. Tony rubs his back, while Peter just trembles. "I love y-you dad." Peter says as his eyes close. Tony's heart leaps. He's fast asleep as Tony sighs.

"I love you more…son."

This is probably going to be my favorite chapter out of this series!

Review and tell me what you think! :)