Tony tapped his foot rapidly as he stared at the number on his phone. He felt jittery and anxious. He wasn't sure why he was doing this at all. He could just send his condolences in the form of flowers or money, but something in him knew this was more important than that.

So, finally, he hit that little green button.

It rang and rang before a groggy voice picked up the phone. "Hello,"

"Hi, this is…" he didn't call normal people, this phone call was already weird. "This is Tony Stark."

There was silence on the other end.

"I'm sorry, did I wake you?" Tony glanced at his watch. It was a weekday and a reasonable hour for people to be waking up to go to work, but then again he wasn't sure what Ben did. For all he knew he could have a nightshift.

"Yeah…" the man said, not sounding pleased. "Hold on."

There were the sounds of shuffling and the door closed.

"This is Ben… Ben parker, am I right?" Tony asked.

"Yes," Ben replied. "No offense, Mr. Stark, but what do you want?"

Tony swallowed. "I knew Richard and Mary, and your nephew, Peter."

"I know," Ben said curtly.

"I just wanted to say… sorry for your loss, and offer… I don't know… whatever I can. They were good people… and Pete, he was special." Tony said, trying to break down the walls the man had obviously built between them. Pepper was the one that was good with people.

"Yeah they were," the man said, still sounding guarded.

Tony sighed. "Look… I cared about the kid," he admitted. "I wish I could have done more, if there's anything you need… well… you have my number."

The man sighed. "Thank you, Mr. Stark. I…. I'll keep that in mind."

There was another awkward pause. "Mr. Stark?" Ben's voice returned.

"Call me Tony," Tony offered.

"Tony…For what it's worth, I'm sorry for your loss too."

Tony wasn't sure if he was referring to Peter, or the Parkers, or something to do with Ultron.

"Thank you," Tony said. "That… that means… something."

~.~.~.~

Ben ended the call, then turned to walk out of the motel bathroom. He nearly jumped out of his skin when he saw Peter standing on the other side of the door.

"We should tell him," Peter said. Ignoring Ben's frightened reaction.

Ben shook his head. "We can't trust him," he said pushing past Peter to start packing his few possessions. They had come straight here from the apartment after May had called to say there were men asking strange questions. He hadn't told her Peter was alive yet, it was information too dangerous to speak over the phone.

"He would want to help," Peter argued.

"He's a scientist like them. He runs a large corporation focused on making money. If he knew what you could do, he would be after you, just like Oscorp," Ben argued.

Peter shook his head. "He's not the same, he's an Avenger."

"He's reckless, and I'm not going to trust him with you. Your father never trusted him either."

Peter dropped his eyes. Richard had never trusted Tony, that was true. The room had always been a little tense when they were both in it, and he had complained about the man when he wasn't around, though Mary tried to silence his complaints, knowing they would upset Peter.

"He cares about me," Peter offered weakly.

Ben sighed. "Maybe, but it's too much of a risk." He grabbed the keys. "I want you to stay here, I have to make an appearance at work and check on your aunt."

Peter's eyes widened in fright. "You're leaving?" he asked.

Ben nodded. "You have my number, but only call for emergencies. They're not looking for me, they're looking for you, and as of right now they don't know I have you. I'll be back tonight."

Peter was trying to be brave, he had these new powers, he could fight anyone that came for him, theoretically. But inside he still felt like that scared kid in the hospital bed.

Ben stepped closer and wrapped Peter in a hug. He didn't like leaving him either, but he couldn't see another way around it.

"I'll be back," Ben said.

Peter nodded, and then he slipped out the door, leaving Peter in the darkened motel room, lonelier and scarier than his room at the hospital.

"How is it possible that you haven't found him?" Osborn's voice echoed in the nearly empty lab.

Dr. Stromm winced at the sound and cradled his casted wrist closer to his chest. "He's disappeared. We think he might have help."

"From who?" Osborn asked incredulously. "He's an uneducated teenager who has had no contact with the outside world for his entire life."

"We're watching his family, but so far we haven't been able to make a connection. His uncle disappeared from our radar so we thought it might be him, but he just showed up at his work this morning, no sign of the kid."

Osborn thought about that for a moment. "He might still be helping the kid. Put a tail on him, but keep following any other avenues."

Dr. Stromm opened his mouth to protest, there were no other avenues, but decided against it. He swept out of the room.

Norman held up a small vial to inspect. Inside was the dead, curled up specimen. All they had remaining from the Parkers' study. They had always kept their research close to their chests, knowing that if he got his hands on it they would be expendable.

If Norman had known the kid was going to escape he might not have killed the Parker doctors. Perhaps it had been a little hasty, but he knew they weren't going to let him perform the experiments he needed too on the boy. Now all he had for millions of dollars in research was this dead spider.

He glared at the red and blue carcass. "Where are you Spider-boy?"

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