Lately, Peter had been spending most of his free time at the tower. At first he was surprised Tony even wanted him to spend more time with him after the breakdown that happened about a month ago, but after he spent more time with Tony he started to realize just how much the billionaire was starting to care for him.

It started off small, with Tony personally picking him up from school every once in a while. He claimed it was just to give Happy a break from driving the kid around, but Peter knew the real reason Tony was doing it.

After a couple days of Tony picking Peter up from school, Happy was back to his normal chauffour position. Of course, Peter was bummed when he first walked out the school doors and saw Happy's simple black audi sitting in the pick up lane as opposed to Tony's bright orange audi, but that feeling quickly dissipated when he opened the backseat door and noticed Tony was sitting on the other side. He tried to hide the small smile that formed on his face as he climbed into the car.

Opting to ignore the obvious smile plastered across the young boy's face, Tony turned towards him slightly. "So, I heard from May that you broke your phone a couple nights ago on patrol," he started and watched the poor kid's smile fade and his shoulders slump, obviously ashamed of the action.

"It's no big deal, Mr. Stark. May picked up some extra shifts at work to help pay for a new one. It'll only be about a week," he explained without looking up. He thought back to how upset May looked when he had to break the news to her that he'd dropped his phone from the top of a building the other day. Of course, he didn't exactly tell her he was recording a video as he swung from rooftop to rooftop when he almost lost his grip on his web and had to readjust with his other hand, dropping his phone in the process. But hey, at least it was his phone and not himself that hit the pavement.

Peter let the memory fade as he noticed Tony moving. Looking out of the corner of his eye he watched as Tony bent forward and picked a small box up off the ground. He sat the little black box on his lap and Peter finally picked his head up.

Tony pulled his tinted glasses off his face and put them in his jacket pocket once Peter was finally looking at him again. "I figured it wouldn't be a wise decision for you to go a whole week without a phone, so I got you a little something." He picked the small box up and held it out for Peter to take.

Hesitantly, Peter reached forward and took the small box from Tony's grip. He placed the box on his thigh and slowly pulled the lid off, revealing a brand new Stark™ Phone. His jaw immediately dropped and he turned back to Tony. "Are you.. Are you sure, Mr. Stark? I don't want you to feel like you have to give me this. I was the idiot who dropped my phone," he stammered, clearly shocked at the gift.

"I wanted to give it to you, Pete," Tony explained. "It's the brand new model. Hasn't even been announced yet. I figured you'd be willing to try it out and give me some feedback."

The grin that was previously on Peter's face made a return and he pulled the phone out of the box. It was such a sleek device. All black, except for the silver Stark logo above the screen. "Thank you, Mr. Stark. I appreciate it."

"Don't worry about it, kid. Just try not to drop this one from a building," he simply smirked when Peter turned to defend himself.

As if the new phone wasn't a prime example of Tony starting to care for Peter, how much time he was spending with the boy was.

If Peter wasn't at school or patrolling, he was usually found at the Tower. Sometimes he'd be working with Tony in the lab upgrading his suit, sometimes he'd use his time with the genius to get some homework help, and sometimes he spent the night when he was too tired to make his way back to his apartment after an exhausting patrol.

Today started off as a lab day. Happy drove Peter straight to the Tower after school like he did most days, and Peter all but ran through the lobby to the elevator.

The previous night Tony had told Peter he had some brilliant ideas for the Spider-Man suit, but he had to work them out a little and he wanted them to be a surprise.

"Good afternoon, Mr. Parker," FRIDAY spoke up once the overly excited teenager made it into the elevator.

"Hi, FRIDAY. Can you take me to the lab please? Mr. Stark said we'd work on some surprise upgrades to my suit," he told the AI with a grin from ear to ear.

"Of course, Mr. Parker. Tony is currently on his way to the lab as well."

If physically possible, Peter's smile grew even wider. He couldn't wait to see what Tony had in store for his suit.

As soon as the elevator doors opened, Peter took off running in the direction of the lab. He looked through the glass walls that separated the hallway from the lab and saw Tony sitting at his computer.

Without waiting for approval from FRIDAY or for Tony to notice him, Peter reached forward and pulled the glass door open. "I'm ready to work on my suit like you said we would," he announced his presence to the man currently hunched over his computer.

Peter frowned when Tony didn't look up from his work. Hm. Maybe he didn't hear me , Peter thought to himself as he stepped closer to Tony. "Mr. Stark? I brought my suit with me. You said you had some surprise upgrades," he spoke cautiously as he glanced over Tony's shoulder to see the computer screen. All Peter could make out was something about Captain America and the other fugitives Cap took with him after the accords fiasco last year. "Mr. Stark?"

Tony snapped his head up from where he was currently engrossed in the screen. He lowered his head into his hands once he noticed peter standing there. "Sorry, not today, kid," he mumbled through his hands.

"Oh," Peter murmured, not expecting Tony to blow him off. "Are you sure? I was thinking about some changes we could make to-"

"I said not right now! What don't you get about that, kid?" Tony questioned after he yelled as he turned back to his computer.

With his back now turned to Peter, he didn't see all the color drain from the boy's face, and the look of fear that was now frozen on his face at his words.

Peter sulked through the front door to his apartment. Of course the day his Uncle Ben decided to pick him up from school was the very same day Flash decided to trip Peter on his way down the school steps.

Ben wasn't mad per say that Peter had been getting bullied for years and refused to tell either of them. He was just upset that the bully was stooping so low to attack someone almost two grades lower.

Once the two of them made it back to the apartment, Ben decided he would pay Flash's dad a visit. It didn't take much coaxing to get his address out of Peter as he was trying to avoid any trouble with his uncle.

"Ben, please don't. I can handle him. I swear!" Peter yelled as his uncle was ready to walk back out of the apartment.

"Now's not the time for this conversation, Peter. We'll talk more when I get back," Ben told him sternly on his way out.

Peter stepped forward and before the door could fully shut, he stuck his foot in the gap. "Please, Ben. Please."

"I said not now!" Ben turned back towards his nephew and yelled, a little too loudly for his liking. "I'll be back shortly, and May won't be long."

There wasn't an opportunity for Peter to argue anymore with his uncle before the door was slammed on his face and he was left alone in their small apartment.

Peter raced to his bedroom, opening the window and crawling out. His newfound spider powers being put to good use.

He followed behind Ben with his hood hiding his face and his hands shoved deep in his pockets to avoid the cold air. He made sure to stay far enough behind to not be spotted, but he wasn't close enough to warn him as the masked man came running out of the dark alleyway. Some commotion occurred between the two before a loud bang echoed in the small city street and Ben collapsed to the ground. Peter yelled out instinctively and sprinted to his uncle.

Peter dropped to the ground by his uncle's side as tears began to well up in his eyes. He should've seen this coming. He should've been able to stop it. What good were his new powers if he couldn't even protect his own uncle?

He stared at his uncle's motionless body in shock as the tears in his eyes finally found enough momentum to cascade down his cheeks.

Suddenly Peter felt a pair of hands grab at his shoulders and he feared the gunman wanted to eliminate the witness. Rage sparked inside of him and he pushed at whoever was trying to grab him. " Don't touch me!" He yelled out at the same time, hoping someone would hear his scream. He needed help. He wasn't strong enough to do this alone.

The assumed gunman spoke up after Peter shoved him away, "Kid, it's okay. I'm not going to hurt you," but Peter didn't believe him.

No one was coming for him. Peter was all alone with his uncle's unusually still body, and he really thought it was over for him.

His chest began to ache as tears continued to rush down his face. Ben was never this quiet. He was always joking and saying something to keep the mood up, seeing him so silent sent a chill down Peter's spine.

"Kid, you have to breathe."

Peter hadn't realized he wasn't breathing. Maybe that's why his chest ached. As he sat there, coming to the realization that his uncle was never going to wake up, he didn't bother stopping his hand from being moved and placed on something warm, like someone's chest. " Take a breath, Peter. Just follow my breaths. Please, Peter. You're scaring me," the voice pleaded with him.

The pain in his lungs was becoming unbearable and Peter followed the voice's instructions and took a shaky breath.

"There you go, now focus on my voice, kid. You're having a panic attack."

A panic attack? Is that why it feels so real? Peter questioned as he dropped from his knees into a seated position on the concrete.

"Come on, Peter. Follow my breaths," the soothing voice told him to do, and he listened. He felt wherever his hand was rise and fall rhythmically, and he copied the rhythm.

After what felt like the most stressful three minutes of Tony's life, Peter seemed to calm down, except for a few sobs here and there, but for the most part he was back to reality. "Hey, it's okay," he comforted the boy who now looked extremely small in his position curled against Tony's chest. Tony found his way to the floor not long after Peter dropped to his knees at the beginning of his panic attack.

"You.. You sounded like.. Like Ben when you yelled," Peter wept into Tony's chest.

In that moment, Tony had never felt like more of an asshole. Not only had he yelled at the poor kid, he'd triggered some memory the kid had with his now deceased uncle. "I'm so sorry, Peter. I didn't mean to."

Surprisingly, Peter let out a small chuckle that was muffled slightly from his awkward position. "It's okay, Mr. Stark. It's not like you knew that was one of the last things Ben said to me before," another sob, "before he died."

Tony eyes widened and he stiffened. Now he'd really fucked up. Not only did he cause the poor kid's panic attack, he triggered the kid's last memory of his uncle. Without saying another word, he pulled Peter in tighter and didn't let go until the kid was ready.

"Thank you, Mr. Stark," Peter finally piped up after he'd completely calmed down. He pushed himself off of Tony's chest and into a seated position where he could use his sleeve to wipe at the dried tears on his cheeks.

Tony watched with a sad smile. He felt like the worst person on the planet. In that moment that he yelled, he hadn't thought much of what he'd said at the time. That was, until he heard a thud and he turned to find Peter kneeling on the ground, with tears streaming down his cheeks, unable to catch his breath.

He'd easily recognized it was a panic attack and almost as soon as he registered what was happening, he was on the floor next to the panicking teen.

Truth be told, Tony was terrified. Sure, he'd dealt with his fair share of panic attacks and they sucked, but he never wished for anyone else to suffer through one, especially Peter. He was just a kid who didn't deserve the stress and anxiety that came with one.

As soon as he said what he said, he turned away from Peter in embarrassment. In that quick moment that he yelled, he sounded so much like his father and he hated himself for that. He'd probably never forgive himself for causing this scene.

"Mr. Stark, please don't."

Tony looked up from his lap and raised an eyebrow. "What?"

Peter smiled slightly, just barely enough that if you weren't paying attention, you would've missed it. "Don't blame yourself for this. It's not your fault," he said softly as he scooted over to sit right next to Tony.

"I'm just glad you're okay, kid," Tony smiled as he reached an arm around the smaller boy's shoulders and pulled him in for a side hug.

"I'm glad too, Mr. Stark."