AN: Sorry this took me so long. This chapter was harder to write, more action. Believe it or not, it's way better than it was the first time I wrote it. So hopefully it's readable and enjoyable!

It took him only 30 seconds to get back to his apartment, the quickest way into the building. Angry shouting echoed from his open window. That was strange, the apartment should be empty.

"You idiot! We still need him!" Peter heard as he slipped in through the open window. He froze in his steps.

Four men stood over a body lying in a quickly growing puddle of blood. Their eyes widened when they saw him. "That's the kid!" One man shouted knowingly.

"Peter," the man on the floor whispered.

Peter's eyes widened in horror. "Uncle Ben…"

"Get out of here!" Ben shouted weakly. He was trying to push himself up. Peter couldn't tell where the bullet had hit, other than the general area of his abdomen. Peter felt small and scared then. He felt like the sick kid in the hospital room, not able to control anything, not sure what was going to happen next.

No, that's not you anymore, you're Spider-Man! A small voice in his head shouted. Peter's panicking breaths became slow and deliberate, time seemed to slow around him as he turned his gaze to the men now running towards him. One of them stood over Uncle Ben with his gun aimed at the man's head.

Peter acted, his first web knocking the gun out of the man's hand and attaching it to the wall behind him. Two of the men came up short when he moved, but the third kept charging. Peter back flipped, kicking the man in the head as he did and knocking him into the other two men. He didn't get up, but the other two did.

Peter moved on instinct and anger. At first he was simply dodging and blocking their attacks, pushing them away in an attempt to frighten them. However, the more they fought the more deliberate and threatening his attacks became.

One of them pulled out a syringe, probably laced with a super powerful sedative. Peter removed him of it easily and threw it against the wall, shattering it. He was done going easy on these guys. He had to get Uncle Ben to the hospital. He glanced down at the older man, he lay on his side, his phone resting next to his face as he attempted to use it. Probably to call 911.

Peter grabbed one of the men by the shirt and threw him so hard that he went through the wall and into the hallway. The other backed up puling a gun from an unseen holster and aiming it at Peter.

"He's too strong, we have to get out of here!" The man said staring at Peter with a look of terror in his eyes.

"We're not going anywhere without the kid," Peter turned his attention back to the first man, the one he had disarmed earlier. Somehow he had managed to get the gun free of Peter's web fluid. Now he held it pressed up against Ben's temple.

Peter froze.

"Hello, Peter," the man, who Peter now recognized as the doctor he had first met… Doctor Stromm, if he remembered correctly. "Nice to see you again."

"Come with us and no one else has to get hurt." Peter glanced at Uncle Ben, who was deathly pale, but still conscious. "No one has to die today."

"Okay," Peter said quickly, desperately. "Okay, I'll go with you."

"Peter… no!" Ben protested weakly. "You can't!"

Peter ignored him and began walking towards the attackers. He was terrified, but he couldn't let anything else happen to Uncle Ben. Suddenly a shiver ran up his spine, a warning. Acting on instinct he jumped and through himself over Uncle Ben right as the wall exploded behind him. Wood splinters and debris rained on his back, some piercing his sweater, most bouncing off harmlessly. The blast threw the remaining two men off their feet.

Peter looked up, but already knew who had caused it, hearing the now familiar sound of repulsors.

Iron Man stepped through the new door he had just made.

Dr. Stromm's eyes widened from where he half lay half sat. "Iron Man…" he said dumbly before raising his gun and aiming it at the metal man. He stood as his emptied the entire clip, the bullets bouncing off the metal armor harmlessly.

"My turn!" Iron Man said almost gleefully and leveled a repulsor at the man's chest blowing him back through the wall. The other man, with his partially unconscious colleague over his shoulder backed out of the room carefully, holding one hand up defensively.

Peter ignored all of them, pulling Uncle Ben over his shoulder he raced to the hole in the wall and soon they were both swinging through the night. His relief from escaping was short lived as he realized he didn't know where the hospital was. He desperately searched the streets for a police car or ambulance or even fire-truck, but there was nothing. Tears burned his eyes until he almost couldn't see where he was going. Finally he landed in an alley, far away from his apartment.

"Uncle Ben," he called, his voice cracking in despair as he pulled off his mask. "Uncle Ben, I don't know where the hospital is."

Ben smiled weakly up at Peter, the color drained from his lips.

"It's okay, Peter," Ben murmured. "I'm… not… gonna make it."

"Nononono," Peter chanted. "Just… where's your phone? I can find the hospital, you're going to be okay."

He looked frantically, but he remembered Ben had had the phone in the apartment, he must have left it there.

"HELP!" Peter shouted, but no one heard him. "Somebody please!"

"Peter," Ben said firmly. Peter looked down at him. "You have to go, they will find you if they find me."

"I'm not leaving you!" Peter said angrily.

"No," Ben shook his head. "No, of course you're not. But when it's over, you have to go."

Peter hiccupped. "I'm sorry… I'm so… I'm so sorry Uncle Ben. It's my fault. You told me not to go out in the suit and I didn't listen, and they must have found out where I live. They were looking for me, not you, I'm sorry…"

"Shhh," Ben said softly. "It's alright, we don't know how they found us, but we couldn't go on hiding forever. Something like this was bound to happen. I should… I should have protected you better."

"Uncle Ben…" Peter whined. "Uncle Ben, don't go. Don't leave me alone."

"I love you, Peter," Ben whispered. "I love you."

"I love you too, Uncle Ben. You saved me. I had no one, you saved me…"

Ben smiled at him, but it slowly fell from his face. The light left his eyes, and Peter knew he was gone. "No… nononono," Peter sobbed. He pulled the larger man into his arms and rocked back and forth. "Don't leave me alone."

Tony flew over the streets. The men had gotten away, but he didn't care. There was a lot of blood in that apartment, and he knew who it belonged too.

When Spider-Man had initially swung off, Tony couldn't find him, but the text message had changed everything.

It was a text from Ben Parker and it said one word.

Help

Startled by the simple word he had FRIDAY track the number… and even more surprising, it was only a block away. As he flew closer FRIDAY picked up shouting and crashes from one of the apartments. Tony had blasted his way in. Spider-Man must have also heard the gunshots, because he was there too. The arrival of Iron Man quickly drew the attention of the men with guns, but during the ensuing fight, Spider-Man slipped away.

Tony couldn't find him. He flew around for hours, but even with the enhanced tracking and sights of his suit he couldn't pinpoint the pair.

"Boss, police report gunshot victim, five blocks from your current position… it's Ben Parker."

Tony flew and landed in the alley and his heart stopped at what he saw. A group of policemen surrounding a tarp, lots of blue and red flashing lights.

"What happened?" he asked.

"Gunshot victim," one officer replied, not unfamiliar to Iron Man patrolling the city. Tony didn't do it often, but often enough that the veterans knew who he was. "He didn't make it."

"What about Spider-Man?" Tony asked.

The officer frowned. "What about him?"

"He was helping the man, before he died."

"Well then I would like to ask him some questions," the officer replied. "But there was no one here when the body was found."

Tony felt numb. "There's an apartment building a few blocks over, that's where he was shot, your guys are probably already on the scene," Tony informed them.

"I'd like to ask you a few questions if you were on scene," the officer replied.

"I've told you all I know," Tony replied, before blasting off. They knew who he was, they would come question him about it later, but he hadn't given up on finding Spiderman yet.

Although he would search long into the night, he never did find Spider-Man. And the police's trail went cold concerning the murderers. Tony knew little more than he had before.

One thing was sure, Spider-Man was connected to the Parkers in some way. He had suspected before, their research having to do with enhanced individuals and the use of spiders was too coincidental. Now, though, he wondered if Spider-Man being the first one on scene at Ben Parker's shooting was a coincidence, or if he knew the man. He was missing something… something important, that much he knew, and it was going to drive him insane.

AN: Oh my gosh… this chapter was SO sad to write! Poor Peter! (ToT) Someone left a review hoping that Peter wouldn't lose Uncle Ben, sorry to disappoint. This is a tugging at your heartstrings fic, through and through. As always please leave a review! They do help!

Stay healthy! Stay safe! Wash your hands!

God bless!