Request to see Peter's transformation through Ben's death.

"Peter? Come on."

A voice called in the distant, and Peter gasped, opening his eyes for only a few seconds as he clenched his fists.

"Wait here, I'll be back." Ben smiled, taking the keys and getting out of the car.

"Remember my hoodie!" Peter shouted through the window as Ben crossed the street. He waved his hand as a 'yes'.

Peter watched him go in and leaned back in the car seat and continued with his game.

"-can you hear me?" A voice interrupted, and he opened his eyes again to see black, closing them before he could adjust.

He could hear voices in the back, but they were all a blur. He couldn't even tell where he was, or why he was there, or even who he was with.

He nearly blacked out again, but felt a stinging pain in his chest. He fidgeted uncomfortably and coughed as he felt it tighten.

"-to stop! Move back!" A voice yelled, and Peter reluctantly opened his eyes. He could see a few faces hovering around. He wasn't in a hospital.

"You're not a doctor!" Another voice replied, and he heard some ruffling. It sounded like Tony.

"You know what-"

"He's waking-Peter? Can you hear me?" Tony's voice faded again before Peter could reply.

He checked the time from the corner of his screen and looked out the window again for the tenth time as he pushed up his glasses, and then looked up at his own window. Someone was moving in there - probably Ben looking for the hoodie.

He stared as his room lights flickered and he squinted, going back on his phone and calling Ben, except he didn't pick up. He looked back at the street and sighed. He was taking too long, and May was waiting. He waited a few seconds before making up his mind and opening the car door.

He ran across the street and looked back at the car before making his way inside. A woman walked past him and smiled as she headed out. He pressed the elevator button and looked back out the entrance to see the car while waiting.

The doors opened and he stepped in next to an older woman who lived on the same floor.

"What're you doing running around this late, Peter?" She asked, and Peter laughed.

"We're running some errands-me and my Uncle." He explained.

"Ben's ruining your sleeping schedule." She murmured when the doors dinged open.

"I'll tell him." Peter smiled, watching her make her way down the corridor.

"You do that." She replied, and he turned back to his own door. He was about to knock but it was open.

"Ben? The car's still unlocked so hurry up, you were-"

"Get your hands up!" A voice yelled furiously, and Peter instantly put both hands in the air as a masked man appeared with a gun.

Peter's eyes searched desperately for his uncle.

"Let him go!" Ben yelled from inside a room, and he slowly walked out with his hands also in front of him. Another bald man walked in straight afterwards, who wasn't wearing a mask.

"He's a kid! He's just a kid! Let him go - Peter get out." Ben yelled at his terrified nephew.

Peter nodded and moved back against the door when the man moved forwards.

"Hey! No one said you could move!" The second one pointing the gun at Peter bellowed as he straightened his hold.

"No!" Ben roared, defensively moving towards Peter.

"Hey!" Someone yelled, but Peter couldn't tell who, because his heart was racing and his eyes were on his uncle.

A loud bang startled them all, and Peter stumbled back into the door in shock.

"-then get Rhodey to do something?" Tony yelled, and Peter coughed as he jerked awake.

"Help him." Peter said in a croaky voice, his hands instinctively moved towards his stomach but someone grabbed them.

"You're hurt, help who?" Tony asked, moving away from his suit instantly, and Peter looked up to finally see his face. It was unreadable - there was a mixture of concern, anger and sadness.

They'd been chasing someone. He remembered. "Where are we?" He frowned, wincing every time he took a breath.

"Inside. We can't leave yet." Tony stated, running his hand on his forehead in worry.

"I found-he's awake! We can move him." A woman called out from behind Peter, who tried to move.

"Don't move." He said to Peter, "he can't move! We go out there and we're as good as dead."

"Like that ever stopped you." She muttered, and at that point, Peter was desperate to see who it was.

"You wanna go out there, be my guest. After all this is your mess." Tony said in a dead-serious tone. "But you're not dragging him into this."

"I didn't-you weren't supposed to be here." She answered, and he heard her walk around.

Peter's eyes widened, "you're-you're the-"

"Natasha." She replied, looking at his stomach and making a face.

"Did I-I break some-something?" Peter tried lifting his head to take a look but closed his eyes and fell back again.

"Easy, don't move." Tony said, noticing that Peter was shivering now.

"It hurts a lot. I can't-I can't breathe properly." Peter said as panic flooded over him.

Natasha looked to Tony and frowned, and then looked back to Peter. "You got hit." She said, and Tony looked clenched his jaw.

Peter coughed again and felt something around his lips. He lifted his hand and touched his mouth. Blood. "Am I dying?" He asked in fear.

"No." Tony said instantly, and it wasn't only for Peter's comfort.

"We've been here for an hour. He's bleeding, and he's a child, we have to get him out." Natasha said, looking over to Peter, who was now just staring at the ceiling hazily.

"If I take him they'll...", his voice cracked. "Peter." Tony said in concern.

"It seems he's caught an infection." Friday spoke from within the suit. Tony put on the faceplate and took another look.

"Come on, buddy, you lasted this long." He said to Peter.

With every blink, Peter felt his vision worsen. He was in pain. A lot of pain.

"Shit! Did you just-damnit!" The second robber yelled when Ben collapsed on to the floor.

Peter froze, looking at the man who had just fired the gun. His breathing was getting faster and he could hear his heart thud against his chest. He choked a cry when he looked over to Ben, who was on the floor.

"No!" He yelled, dropping next to his uncle.

Ben tried covering the wound with both hands and gasped for air. "This isn't your fault."

"You weren't supposed to shoot him! What the hell is wrong with you!"

"I didn't-I thought he was gonna jump you, dude-I-shit!" The other one responded.

"Please don't die." Peter cried, grabbing a scarf that had fallen off the rack and helping Ben apply pressure.

"What do we do? He's seen me."

"If you're implying we kill the kid, you're outta your damn mind! You already freakin' murdered the dad!"

"Ben! Wake up, Ben!" Peter sobbed as Ben's head fell to the side. He waved his hand in front of the mouth but there was nothing there. "No," he said softly "you can't be dead."

It couldn't be happening - first his parents, now Ben? How could that happen? How could someone be that unlucky?

Peter looked up at the two and frowned. Before anyone could say anything, another shot fired. Within the millisecond, he dodged forwards and avoided the hit.

"What the hell." The shooter murmured.

"Are you serious?"

Peter stared for a few seconds before his eyes blurred and his head felt heavy. He looked around but couldn't see anything properly. He squinted and moved away from Ben, taking his glasses off.

"Run." The more stable one said in the back.

The attacker remained in his position. "They'll catch us." He looked at Peter, who was squinting and holding his glasses in his hand.

"Okay! Okay. I have the car keys - kid said car was unlocked. We'll take him and figure things out." The masked one replied.

The other one nodded and grabbed Peter by the shoulders. Peter frowned and kicked him twice, sending him tumbling against the wall.

"Get him!" He yelled from the floor as Peter headed for the door, tripping on his way there from how fast he took the two steps.

Sirens blared in the back, and everyone looked alarmed. Peter looked towards the door, where both the thieves were also looking. One of them ran towards him and he jumped. He jumped so high he found himself looking down at the pair from the wall. The wall?

"He's a freak! What the hell is he?" The unmasked one stared in horror, and Peter jumped on to him from above and knocked him, while the other one ran out.

When he woke up again he was delirious. He coughed again, and clenched his jaw and pushed his head back against the ground in pain.

"Careful." Tony said with more worry in his voice than he'd ever shown before. "His fever's getting worse."

"Tony." Natasha looked up to him and then down. "This wasn't supposed to happen."

"I have more pressing matters to deal with at the moment." Tony said coldly, "Friday, update." He said, keeping his metal hand dead still on the wound to keep the pressure.

"He will likely die from the infection within the next two hours."

Tony instantly moved his hand towards his head and the suit opened from there as he ran it through his hair in worry.

There was a small crash in the corner of the room. Tony and Natasha turned to look, and Peter tilted his head to his left a little.

Vision walked calmly towards them and kept his eyes mostly on Peter. "Are you-"

"-okay? Is there anyone I can call for you?" The policeman asked as Peter sat on the edge of the ambulance with his legs kicking slowly in the air.

"May. My aunt-the other lady called her." Peter croaked, clenching his fists as the paramedic put another blanket around him and smiled sympathetically. The police officer nodded in pity, putting a hand on his shoulder.

Ten minutes had barely passed when May's car pulled up haphazardly behind a few police cars. She got out instantly, slamming the door as her eyes searched the scene for Peter or Ben.

She stopped a passing officer, "I'm looking for my husband. Ben? Ben Parker. My nephew called-Peter-where is-where are they?" May stammered, tears in her eyes.

"Mrs Parker." The officer said in surprise, "I'm sorry. Your husband died on the scene. I'm so sorry."

May shook her head in disbelief, "no. Check-check again-you have to-," she broke down, leaning back against one of the cars and holding her head.

"Your nephew is here." The officer interrupted, taking hold of May.

"Is he-"

"He's alive." The man reassured, pointing her to Peter. She nodded and made her way over.

"Peter." She said, and Peter turned his face and froze. May sighed with relief and pulled him in for a hug.

"I love you. I love you so much, I'm so happy you're-you're okay." She cried, tightening her hold. She let him go when she noticed he wasn't hugging back. "Peter-"

"It was my fault. I shouldn't have gone in." Peter told her, moving away from her.

"What?"

"He was inside with them-they weren't gonna hurt him! I went in and-and he tried to protect me and they killed him-they-" He broke into a cry, and May pulled him closer.

"Oh Peter, this is not your fault. This was them. This can never be your fault." She stroked his hair as he cried against her. "Don't ever blame yourself for this." She kept saying it, because she knew how difficult it was going to be on him. "You and me, we'll figure it out." She whispered when he quietened down.

"We'll figure it out." Peter repeated to himself in his dreamy state.

"I have secured the back." Vision said, "it is our only way out."

"How long do we have once we're there?" Tony asked, glancing at Peter.

"Seven minutes. Once we're out, there should be a small aircraft waiting for us." Vision said to Tony, who looked over to Natasha, who was eyeing the ceiling.

"I'm not leaving you here." Tony said.

"I can't go."

"You'll die."

"I never die." She replied.

They both stared at each other for a few seconds before Tony got ready to move with a scoff.

"You're not invincible" Tony said, looking up at her again as she frowned.

"Neither are you." She replied, "get going, you don't have long."

Tony shook his head and bent down next to Peter. "Come on, Spiderling." He said softly, putting his metal arm under his head and slowly lifting him.

"You'll be al-"

"-right. Okay? They'll help us move within the week and we'll stay at the motel down the road from the new place." May said in the car. Peter's head was leaning against the window. "It's an apartment on the other side of Queens. You'll like it." May said, trying to get him to talk.

"Okay." Peter said quietly, and she sighed.

"I told you, we'll be alright."

The half-hour long drive came to a half pretty soon, and Peter got out instantly, waiting for May to head in so that he could follow.

She got the rooms sorted and they headed to their rooms. "It feels like a road trip or something." She said, trying to cheer him up.

Peter waited until they got inside, shutting the door behind him. "May. I know you're upset." He said, and she turned to him after setting some bags down.

"Peter-"

"You can't think it's not my fault." He continued tensing up.

"I don't." She said sternly, "so don't you dare say that again." She warned, exhaling and shaking her head as she took a seat on one of the beds. "Me and you are family. Family, Peter. So if you think for one second I'll ever leave you or let you out of my sights you're wrong. We stick together, we get through this." She said, keeping her eyes mostly on the carpet.

"I love you, May."

"I love you more." She replied, looking to him and smiling, and then squinting. "Where are your glasses?" She asked.

"What?" He moved his hands up to his head and remembered the apartment. "I don't know."

"Check your pockets. I didn't notice it was dark-wait here I'll go back and get the spare ones-"

"May-"

"It's okay, they're in my drawer, I know where they are-"

"May, I don't need them!" Peter squealed like a child.

"You don't need them? Are you wearing lenses? You said you hated-"

"I mean I can see without glasses." He interrupted, and she looked at him even more confusedly.

"Without your-how? How can-is that even possible? You needed them this morning, how can you not-"

"I don't know. When Be...everything just changed. I don't need them."

"Yeah? How many fingers am I holding up?" May tested suspiciously as she held up her hand.

"Three." He said, and she motioned for him to move further back and did it again. "Two. See?"

"That's amazing." She said in surprise, smiling genuinely. "Now you'll look less nerdy." She added.

He frowned, "May!"

"I'm kidding. Get some sleep, Peter." She told him, grabbing her towel out of the bag and heading to the washroom.

He watched her go and fell onto his bed. He stared under the opposite bed for a few minutes and then got up again.

He sat on the edge of the bed and stared at his hands in anxiety. He looked up at the door - May was still showering. Five minutes wouldn't hurt. He scribbled a little note and made his way out.

It was dark and slightly windy, but warm. He shut the door behind him and walked down the side along the other doors. Only a few lights were still open. He looked into the distance and could see everything, which made him smile and jolt back. It was amazing. He'd never felt that excitement before of seeing everything so clearly. Within a few seconds he felt his eyes blur a little, and squinted to stop them.

He continued to walk down and stopped when he reached the end of the rooms. He looked back around at the small wall. It was only a few meters high. He moved forwards and took a big breath, placing his hand on it. He pulled back - it was stuck.

"What the hell." He whispered, placing the other one a little higher. He climbed up and hopped onto the edge. "What." He whispered, looking down at the ground. He frowned and his eyes widened when he realised.

He pulled up the sleeve of his shirt and felt around the area. The spider-bite was gone. "I'm a spider." He said in confusion and surprise quietly. He was focused on it when he miraculously heard the water that had been running stop. He looked down again and jumped, landing on his feet.

He made his way back, grabbing the key he's taken from his pocket and opening the door. The note was on the bed and he took it before May came out.

"What are you doing?" May interrupted.

"Nothing."

She noticed the key and noted "is that for me? You can't go out, Peter, who knows the type of people hanging around-"

"I'm right here." He smiled, stuffing the note in his pocket and putting the keys down.

"You better be."

Peter opened his eyes slowly to white, and the smell of disinfectant. The hospital smell, he conclude

"Look whose awake." Someone said, and Peter turned his head to see May on the chair.

"I'm so glad you're here." He whispered, his voice unable to go much higher.

She gave him a sympathetic look, "don't do that again. You scared me."

She sat by him for half an hour, talking and telling him stories about when he was younger. Midway one of them, she had a sudden look of realisation, "someone else wants to see you." She got up and kissed his forehead before making her way out.

The door opened within two minutes, and he saw Tony walk in.

"Mr Stark." Peter said aloud, watching him smile briefly before taking a seat.

He didn't talk for the first minute, and Peter looked straight at him with his usual excited and confused face, making the situation even more uncomfortable.

"I'm glad you're okay." Tony finally spoke, and Peter nodded.

"Me too." He said, and looked away.

"You were talking a lot last night." Tony said, and Peter's eyes narrowed.

"About what?"

Tony shrugged his shoulders, "telling us to 'help him'", he said. "You lost a lot of blood."

Peter thought about it for a few seconds, ignoring the second part of the sentence, and It hit him. Ben. He was talking about Ben.

"I called May-",

Tony watched Peter's eyes get lost in the thought and then his face instantly switch from normal to upset and hurt.

"Peter." Tony interrupted his chain of thoughts by waving his hand in front of his face.

"Yeah?" Peter said innocently, inhaling like he was about to break down.

Tony contemplated even asking, and decided to do just that. "Who was it?"

"I don't-"

"You don't have to tell me, but you can." Tony said softly.

Peter fidgeted and pursed his lips. "Uncle Ben. He died a year ago." Peter said, realising this was the one person he could tell everything to, as much as he loved May.

Tony looked at him as he turned his head and stared into the distance. "And you think it's your fault? It's not." Tony said in his know-it-all tone.

Peter looked up and frowned in anger, "It is my fault. I went up to the-the apartment-," he stopped when his voice cracked, and Tony's heart hurt to see him like that, "-I shouldn't have." He had tears in his eyes and he looked ahead. "They said they wouldn't have shot him-he-he wanted me to leave and I moved." Peter said, and he knew it would hardly be making sense to someone who didn't know what happened.

"Parker, there isn't a single scenario here where that could've been your fault." Tony said, moving up in his chair.

Peter shook his head in disagreement. "If I hadn't-"

"You can't live your life thinking about the 'what-ifs'. It's not a way to live." Tony advised, because he wished someone had said that to him all those years ago.

"May probably thinks it."

"If she did, she wouldn't have camped out here for the last week for you." He countered, "and the only reason you don't tell her this is because you know she'll tell you it's not your fault. You're fifteen. Stop making things more complicated than they have to be." He said standing up and patting Peter's head.

"Thanks." Peter said, because this was the one time talking about that night made him feel better instead of worse."

"And stop trying to get killed too." Tony smirked, and Peter laughed a little.

And for the last chapter - the hallucinations were supposed to be because of sleep deprivation - sorry for the confusion :/

Also, I want to add that it's hard to write a lot of h/c into the prompts I'm being given recently, so if you want to see less of that and more normal day to day stuff, can you leave that in the reviews? Because these stories are supposed to be h/c and if you want other type of prompts I can definitely make another collection. Thanks!