AN: I can practically feel all of you staring pointedly at your calendars. It hasn't been a month, that's the main point. There were so many different ideas I wanted to explore, as you can see by how long this beast of a chapter is. I considered breaking up in to two parts but decided against it. I mean, the number of chapters is in the title of the story. Why change that? So it took a long time to write and organize. In the end I revised this 3 times. Also, preparing for the holidays and an inconveniently timed cold pushed this update a little late. Anyways, hope you enjoy!

Sound

Peter and May walked in silence, side by side, down the street towards the subway station. The mid-October air was in its transition period. Caught between the warmth of summer and the cool chill of fall. The unpredictable temperature fluctuated from day to day. Today, it was a bit more chilly than usual, leaving Peter and May bundled in coats. It was coming up to 5 o'clock in the evening, and so both the sidewalk and the street were full of people traveling home. Peter walked close to May's side, feeling her purse brush against his side with each step, as people rushed past him in a hurry. They turned the corner and Peter squinted as the harsh light of the setting sun hit him in the eyes. He dropped his gaze to avoid it, and instead watched the feet and legs of people walking past him.

A few times, May had tried to start a conversation with him. Their relationship had been a bit strained for the past couple weeks. As a result of this, she would ask general questions about some safe topics, like movies or how Ned was doing. His replies were short and curt, not because he was angry but because he couldn't concentrate on what she was saying. All around him, strangers were having conversations of their own. Peter's sharp hearing latched on to snippets of all these conversations, making it impossible to focus on May.

"…So, I took Elsa in the bathtub, but then her eyelashes started to fall out."

"I don't think you're supposed to get your doll wet, dear."

"Sorry babe, I gotta cancel our movie night. Callaghan wants me to cover his Saturday shift. Well, I couldn't just say no! Cuz he did me a solid last month, so now I owe him."

"… you got the money?"

"Yeah, man. Why did ya hike up the price? This shit's expensive."

"Quality, man. This is the purest shit you'll find. It's got a helluva kick and the high is crazy."

This one caught Peter's attention. His head snapped up and turned towards where he had heard the noise. Two guys stood close together in an ally, partially hidden by a dumpster. Peter saw one of the guys hand the other a wad of money. At the same time the other guy slipped a plastic flap with something white in it into his hand.

'Don't do anything. It's not your business,' Peter told himself. He gritted his teeth and fought the urge to step in. It was a victimless crime, he told himself. The only person that man was hurting was himself. Even in the privacy of his own thoughts, his reasoning rung hallow. There were plenty of people who could be affected by this. He might have children or a spouse who are affected by his addiction. Peter pushed those thoughts away, and tried to bury the guilt growing in his chest. He forced himself to look away from the dealer and addict and instead turned to look at May. She, with her unenhanced hearing, remained blissfully unaware of the drug deal happening in the ally to their left. She was detailing to him the trailer of a movie that she thought he would like. Peter tried his best to look interested in what she had to say, but couldn't quite manage it. His thoughts strayed back to the crime he should be stopping.

There was nothing that he could do about it. He was Peter Parker, not Spider-Man.

He would never be Spider-Man again.

He constantly had to remind himself of that fact every time his heightened senses alerted him to crime in the area. He didn't have Karen anymore to alert him about crime in the city, but his senses alerted him of crime in the immediate area. He wasn't Spider-Man anymore. There was nothing he could do. He repeated this to himself like a mantra all the while keeping count of all the crimes he passed by. All the accidents he didn't prevent.

Nineteen days ago, May had seen him in his Spider suit. Just as Peter had predicted to Ned, she had freaked out. The fight that had ensued had been the worst he had ever had with her. Well, maybe not a fight exactly. A fight would imply that they were angry with one another. She was just scared for him, and he just wanted to protect everyone.

He had tried to reassure her that he was durable, for lack of a better term. He was stronger than most. He showed her videos of Spider-Man saving people, stopping speeding cars with his bare hands, pulling people out of burning buildings. He thought that if she could see how strong he was, she would realize that he could take care of himself. This strategy backfired though. Seeing her nephew in life threatening situations just caused May to become more upset.

She sat on the couch, teary eyed and teeth clenched in anger. Her eyes were shifting slightly from side to side, as they always did when her brain was trying to figure something out. Peter stood beside her, too anxious to sit. Finally, May's eyes lit up in realization, and she pointed an accusatory finger at Peter's chest. Peter felt his heart sink. The colour drained out of his face. This was it. The moment he had been dreading since he woke up that morning, nearly a year ago, physically changed. He was sure she was going to order him to leave. After all of the worry he had caused her, he would go without complaint. He deserved it. Ben was gone because of him-

"Tony Stark made you that suit, didn't he?!" May shouted interrupting Peter's train of thought. His heart lightened a little to know that she wasn't pointing at him, but rather at the suit that he was still wearing.

"Y-yeah," Peter stuttered.

"Oh, god," May pressed the heels of her palms in to her eyes and leaned back into the couch. "It all makes sense now," she murmured to herself. Slowly, she lowered her hands and met his gaze with her own.

"There was no internship, was there?"

"Well, this kinda is the internship." Peter instantly regretted saying that as May's eyes widened in disbelief.

"This is not an internship, Peter! This is exploitation!" She exclaimed. "Stark is recruiting kids to do his fighting for him? That's disgusting." Her hands balled into fists.

"No, no, no." Peter insisted while taking the seat next to May. "I've been Spider-Man for a long time. Way before Mr. Stark noticed me!" He reached out and placed his hand on her forearm. She glanced down at his gloved hand.

"Take that thing off." She ordered, a hint of steel in her voice. That tone was not one that Peter dared to disobey. He stood and tapped the spider on his chest. The suit released and dropped to the floor, leaving Peter standing there in his underwear. May's eyebrows rose a little before recognition appeared in her eyes. Peter knew that she was probably remembering that night when he had been standing like this, except with Ned at his side and a broken Lego death star on the floor.

He left for a moment to go put on a change of clothes. He returned moments later to see that May was pacing in the living room. Her face held a determined expression as she stopped pacing and turned to look at him.

"I want to talk to him." May's voice was grave and held a note of finality. Peter felt dread creeping in to his stomach.

"Who?" He asked and cringed a little internally. It was a stupid question. There was only one 'he' that May would want to talk to right now.

"Tony Stark," May replied. "Get him on the phone."

"I don't have Mr. Stark's number." Peter stated weakly while May's eyebrows furrowed in confusion.

"Then how do you get in contact with him?"

"He has a guy. He's like the middle man."

"Fine," May stated while crossing her arms over her chest. "Then I want to talk to him."

"Why?" The knot of dread was growing heavier by the second. Peter knew that at any moment it would choke him.

"He's going to come here and take this suit. You're done with fighting crime."

"No, May! Please! You can't do this!" Peter pleaded, but he could already see that his words were useless. May's eyes flashed with rage and Peter found himself recoiling from her look.

"Peter, you're a kid! You're supposed to be concerned with homework and dating and other teenager bullshit! Not stopping armed bank robberies!"

"People need me, May! It's not even about the suit! I could just wear my sweatpants and a mask and help people in that!" May's face paled and her expression fell.

"I need you too," She said in a small voice. She closed the distance between them and placed her hands on his upper arms, just below his shoulders. She squeezed slightly and looked him in the eye. "It's just you and me. You're my family. You're all I got. What you're doing is dangerous, and what if…" her question trailed off as her voice became choked with tears. She cleared her throat and blinked back the tears in her eyes.

"For my sake, Peter. Please don't do this anymore."

For my sake. Something about May's request resonated with Peter, and for a moment he was stunned in to silence. Never in his life had he heard May ask for something for her own sake. Sometimes when she was very frustrated or angry, she would say 'for God's sake!'. But this… this was different. May didn't deserve all that Peter had put her through. She didn't deserve to constantly be worrying about him.

Guilt stabbed in his chest, but his mind was made up. The people needed him, but he couldn't make May suffer for it. It wasn't fair to her. Peter bowed his head in defeat. Reaching in to his pocket, he pulled out his phone and brought up Happy in his list of contacts. He handed the phone to May, who took a moment to compose herself before hitting the call button.

Happy actually answered the phone, which flattered Peter but also made him kind of sad. He had finally proven himself to Mr. Stark and gained Happy's respect, and now it was all for nothing. In a stilted voice, May asked for Happy to come to their apartment to collect the suit. She asked that nobody from Stark Industries, including Tony Stark himself, contact them after that day.

Peter folded up the suit neatly and placed it in the brown paper bag. The writing on the front 'This belongs to you – T. S.' stared up at him. He felt a sting in his eyes which he tried to blink away. He had been so close. So close.

A couple of hours later, Happy knocked on their door. May had answered and spoke to him just long enough to verify that he did work for Tony Stark. It was odd to see Happy, in his black suit and tie, standing in their doorway. It was like an ugly clashing of two worlds. Two puzzle pieces that didn't fit together no matter how much you forced them. May handed him the bag, thanked him for coming by, and closed the door in his face. And that had been that. Spider-Man was gone.

The rest of the afternoon had been unbearably awkward. Shortly after Happy had left, Peter found himself pulling on his coat and leaving for a walk. May had initially been suspicious, but he assured her that he just needed some air. He wandered around Queens, with no particular destination in mind. He supposed that, in a way, he was saying 'good-bye' to the city. Not that he was going anywhere. He still lived there after all. But it wouldn't be the same. He wasn't the city's protector anymore. He stayed out for a few more hours until the sun started to set. Grabbing a sandwich from a local Deli, he made his way home.

Peter stood in front of his front door, keys in the lock and hand on the door knob, when he heard May's angry voice from inside the apartment.

"I don't care how many safety protocols you installed in that suit! Things go wrong, machinery malfunctions all the time. You can't ensure Peter's safety 100% of the time."

"Well, passing over that insult to my tech, I can tell you that, from what I've seen, Peter is more than capable." Mr. Stark's voice was softer and quieter than May's. It sounded a bit grainy, and Peter realized that May was on the phone with him.

But, wait… May didn't have Mr. Stark's number. Did he call May? Did he really call her just to support Peter's case? Peter felt his cheeks flush as his chest swelled up with pride. After all, until very recently the man had been avoiding him at all costs. Only stepping in when Peter found himself in dire straits.

"You don't get it, Stark! That isn't your decision to make!" May's angry reply burst Peter's momentary bubble. Peter realized that Mr. Stark's attempts would be in vain. There was no way that May would ever allow Peter to be a super hero. "Peter is my boy! Not yours! You got no say in any of this!".

Peter felt his eyebrows knit together as he mulled over May's words. My boy. Of course he was her boy. He was Ben and May's boy. Now he was just May's boy. But… that was obvious. Why did she feel the need to say it?

"Mrs. Parker-"

"No, I don't want to hear it. Don't ever contact Peter again. If I find out you're still talking to him, I'll file for a restraining order. That's a promise." Peter felt his cheeks flush again, but this time with embarrassment. He supposed that May must have also hung up the phone on Mr. Stark because there was no reply. For a few moments he just stood, frozen to the spot. He was absolutely mortified that May had dared to speak to Mr. Stark like that, and then hung up on him to boot. One does not simply hang up on the richest, coolest, and most powerful man in the world. In that moment, he was almost glad that May had forbidden Mr. Stark from seeing him again. He didn't know how he could ever face him again after this. As quietly as possible, he slipped his keys out of the lock and tip toed his way down the hall. He needed a few more minutes before he could talk to May again.

Peter was jarred from his reminiscing as the sound of obnoxious drunken laughter assaulted his ears. He glanced up and saw a couple of construction workers drinking beer and making crass jokes. They sat on the far end of the subway car, but their laughter echoed loudly in the confined space. The subway car swayed a little as it changed tracks and pulled in to the station. Peter's body swayed with the motion of the train, his shoulder pressing in to May's. She had long since abandoned her attempts to engage him in conversation. Instead, she sat with her purse on her lap, picking at the frayed edges of the strap. They sat together in comfortable silence. Well, it was comfortable silence for Peter. He hoped that May didn't feel like he was ignoring her. Maybe she thought that he was anxious because they were going to his school for parent-teacher conferences. Well, he supposed he was a bit worried. His grades weren't as great this term as they were in previous terms. But it wasn't like he was failing or anything. He would be fine. He had nothing to worry about. The train car was so loud and he was in no mood for small talk.

Peter took the earbuds that were always dangling from his collar and put them in his ears. Normally, he wouldn't do this because he didn't want to be rude to May. But he desperately wanted to drown out the ambient noise of the city. He turned on his music and skipped over a few songs until he found one that he was in the mood for. A small smile spread over his face as Rush 2112 filled his ears.

Neil Peart is the Man. There is no better drummer than him.

Ben use to tell him that whenever Rush came on the radio. Sometimes Peter would help out in Ben's garage. In the beginning, when Peter had been around 12 years old, he hadn't really been that useful. He would hand him tools when he called for them, but mostly he watched and learned about the inner workings of an engine. When he got a little older, Ben taught him some basic things, like how to change a tire. Then Rush would come on and Ben would nod his head along with the beat, or tap his fingers. On one of those days, when Peter was helping, Ben told him about how he use to be a drummer in a band back in his high school days.

"No way! That's awesome!" Peter exclaimed while handing him a socket wrench. "Why did you quit playing?"

"I didn't quit. The band just fell apart." Ben replied, his voice a little muffled as it was buried in the motor of a Chevy. "Truth be told, we weren't very good. Having passion for something isn't always enough. You need talent, too." He straightened up and handed the wrench back to Peter. "That was one of the most important lessons that my dad taught Richard and me. To have a backdoor in case the career you're passionate about falls out". He gestured to the building they were standing in. Ben's garage. Peter took a moment to contemplate his words.

"Is that why you're teaching me this stuff about cars? So that I have a safe career?"

Ben blinked in surprise and then a small smirk tugged at his lips.

"Hmmm, I can see why you would think that. But, no. This is just stuff that everyone should know." Ben wandered over a couple paces to his work bench and picked up a rag to wipe off his hands with. "I didn't tell you that story as a cautionary tale. What my dad taught me and Richard doesn't really apply to you".

"Why not?" Peter asked, his cocked to the side. Ben took a moment before he answered. Peter could see that he was really measuring his words. Peter felt himself leaning forward in anticipation.

"You're smart which gives you an edge that a lot of people don't have. Richard was smart, too. But he wasn't like you." Ben tossed the rag back on to the bench and turned to face Peter. "It's something else. Something in you. You can do anything, and you'll be great at whatever you choose to do."

Peter's eyes widened in surprise and on reflex he started to search Ben's expression for any hint of sarcasm or teasing. He found none. Ben's earnest expression and the gravity of his words caused him to blush and stutter out denials. Ben just laughed and shook his head a little.

"You just wait and see, Pete."

May's hand grabbed his upper arm and shook him a little. Instinctively, he looked up at her face. Her lips were moving but the music was drowning her out. He pulled his earbuds out of his ears and the cacophony of the subway came rushing back.

"Sorry, what?"

May closed her eyes for a second in annoyance. The action caused Peter to feel a twinge of guilt. He should have tried to endure the noises of the train rather than listen to his music and ignore May.

"I asked if our stop is coming up soon. Jeez, Peter. You're the one who rides the subway to school every day, not me. Pay attention."

Peter mumbled an apology and glanced up at one of the maps above the doors.

"It's the next stop."

Together, he and May got off at the stop and walked the couple of blocks between the station and the school. The sun had set and a chill bit at Peter's nose. They passed the school parking lot, which was full of the glossy high-end cars of all the parents of the richer kids. Already, Peter could hear the muted din of people talking. The school sounded different now, full of parents, then it did during the day. The chatter was much calmer than the squeaky pitched, crackly voiced, shouting that Peter had become used to. Peter fought to keep the grimace off his face. This school really was terrible for his enhanced hearing.

The instances where his heightened hearing would cause him physical pain were, mercifully, few. He recalled an instance, a few months after the spider bite, when the fire alarm had gone off. That had not been fun. The sudden blaring alarm hit him hard and he felt his head swimming as if he had been punched. His hands had flown up to cover his ears, and for a few confusing moments he sat there motionless while the class filed out of the room. A hand landed heavily on his shoulder and shook him a little. Ned's confused face came in to focus, as he guided Peter from his seat, past the teacher who was waiting for them at the door, and out to the field to rejoin their class. For the rest of the day, his ears rang, and his head throbbed. For the rest of the week, Flash had added the moniker "Pansy Parker" in to his repertoire and mimed his exaggerated reaction to the alarm whenever they were near each other. This usually earned him some laughs from the other students. He switched back to his usual taunts once the joke grew old and he lost his audience.

He and May entered the building and found themselves surrounded by men and women in suits and fancy clothes. Peter often felt out of place going to Midtown. He was acutely aware how much May and Ben spent just to keep him enrolled in the school. In his peripheral vision he saw May square her shoulders and lift her chin a little higher. Apparently, she felt out of place too.

In past years, May never bothered to come to parent-teacher conferences. His grades were always good and he kept out of trouble, so she never felt the need to check in on him. Things were different now of course. Now that she was aware of how much he had kept secret from her, she seemed to want to have a firm grasp on all of his free time. She had given him a lot of freedom before, but he had broken her trust. The thought that May might never fully trust him again made his throat tighten in to knots. He pushed the thought aside and lead May to his closest classroom.

The meetings with the teachers were short. They all had more or less the same things to say.

"Peter is a good student, Mrs. Parker. But lately I've noticed that he's distracted."

"Peter's grades have started to slip a little this year. He is still scoring quite high, but I can tell that he's not putting in his best effort."

"Peter has been showing up late to class, more often than not. It is disruptive for the class, so if he could work on being on time, that would be great."

Peter could feel himself withering in his seat with each passing criticism. Teacher after teacher all telling May more or less the same thing. Peter needs to get his act together.

Peter had been Spider-Man since December. Between December and June he had managed to keep his grades up and, for the most part, not let his secret life affect his personal and student life. All of that had changed when Tony Stark, the legend and his hero, came by his apartment to ask him to fight for his team in Germany. To be hand picked by Mr. Stark himself, and to fight along side and against the heroes of his childhood, had made him feel important. He had become convinced that he had a higher calling above of being a high school student and a kid. He was on his way to becoming a hero, but all of that had been ripped away. It was very humbling to remember that he wasn't important. He was just a high school student and a kid, who let his ego grow to big.

It's something else. Something in you. You can do anything, and you'll be great at whatever you choose to do.

Peter's throat grew tight and his eyes burned with shame. Quickly, he turned away from May and Senor Renwick, his Spanish teacher, in order to hide his expression. He wandered over to the windows and pretended to be looking out at the parking lot. He could see their reflections in the window. They sent him a vaguely concerned look before continuing their conversation. That was to be expected at a parent-teacher conference. He was the subject of discussion, but they weren't speaking to him.

After an hour, Peter and May had met with all of his academic teachers. May's expression was stormy as she and Peter walked the halls in silence. The tension between them crackled like a lightening storm. Peter felt very small next to May's simmering ire. He turned left down the hallway, which would lead them to the front doors, but stopped in his tracks when he noticed that May wasn't following him.

"Where are you going?" May called after him. Peter turned to look at her, genuinely confused.

"The front doors. We're done, right?" Peter went over a mental check list of all the teachers she would want to see. Yep, they saw them all.

"The theater and music room are that way." May pointed down the opposite end of the hallway. "I want to see Mrs. Sorensen".

Peter felt his heart sink. He hadn't thought that May would want to meet with all of his teachers. Just the core academic ones. He quit marching band at the beginning of the term. He didn't tell May about it. One more secret that was here to blow up in his face. For a moment, he considered trying to persuade May to not go to the music room. But, no, he couldn't do that. He had already lied to her so many times. It was time for the truth. All of it.

"I quit marching band at the beginning of the year." Peter could feel his body tense up as he confessed this. "Robotics club too." He added. He could see May clench her jaw. She drew a long breath through her nose and released it out of her mouth.

"Well, you were very busy back then." She stated in tight voice, her eyes darted around briefly to the other parents passing by them. "It's too late to rejoin those clubs, right?"

"Yeah." Peter's voice was very small. May took another moment to process her thoughts.

"Okay, let's go."

She strode with long determined strides to the doors, as anxious to get away from this situation as he was. Peter quickened his steps to keep pace with her. The cool night air washed over him. It felt refreshing after being trapped in the stuffy school, even if it had only been about an hour. The cool air seemed to help May clear her head a little. She stopped before they reached the street, taking advantage of the relatively empty school grounds to talk to him.

"Why didn't you tell me that you dropped most of you extracurriculars?" Before he had a chance to answer she pressed on. "Those clubs are important. They are often the difference between getting in to a good college and not. Ben and I worked so hard to give this opportunity to you!" Her voice near the end rose to almost a shouting volume. She quickly cut herself off and glanced around to see if anyone had noticed them. A man and his son spared them a brief look before climbing in to their BMW. When she heard the car doors shut she continued. "Dammit, Peter. This is your future! Why don't you care?"

"I know, I know!" Peter rushed out, he could feel his bottom lip trembling. "I messed up. I'm sorry, May."

All of the fight seemed to drain out of May's expression and stance. She suddenly looked exhausted. Her eyes were heavy and sad. She wrapped her arms around Peter and held his trembling body. After a few moments they both calmed down. May pulled away and held Peter at arm's length.

"Well, it's done now." She said with a sigh. "C'mon, let's go home. I'll order some take-out".

Once again, Peter found himself walking with May in silence, side by side, towards the subway station. The silence between them felt hollow, now that May had spent all of her energy. That was the one good thing about being in a fight with May. She didn't draw it out. She said what she wanted to say, and Peter knew she wouldn't bring it up again. They retraced their steps from earlier that evening and before long, they found themselves standing on the crowded platform.

The fight was over, Peter knew this, but he still felt immensely uncomfortable standing next to May. She was blatantly ignoring him and her body language was closed off. One of her hands was tucked into her coat pocket and the other was wrapped around her purse strap. The world was all at once, terribly loud and chillingly silent. A thousand conversations raged around him, vying for his attention. But May's silence was the only thing that he could focus on. It was enough to drive him crazy. Instead he looked around the crowd, trying to spot a distraction of any kind.

MJ stood a couple of feet away, next to a short and stalky man who Peter assumed was her father. They looked about as comfortable around each other as he and May were. Peter squashed the voice in his head that told him that this was a bad idea, and started to walk over to where they stood. MJ was the first to notice him, when he was about two feet away. She didn't look particularly happy to see him. But then again, when did she ever?

"Hey, MJ".

"Hey, Peter". His name sounded almost foreign coming out of her mouth. He had half expected her to call him 'loser', but of course she wouldn't do that in front of her dad. A brief silence followed her words, and Peter waited for MJ to introduce the man next to her. Or for him to introduce himself. Neither one of them did. Another awkward moment passed and Peter ignored the voice in his head telling him to leave. On the whole, he preferred awkward conversation with MJ over awkward silence with a disappointed May.

"You must be MJ's dad." Peter addressed the man. He gave him a suspicious glance and then a subtle once over look.

"No, I'm not. I'm Michelle's dad". His voice was deep and had the same flat emotionless quality that MJ's had when she was unimpressed by him. The correction had Peter flustered.

"R-right, of course." He stuttered. "I'm Peter." He cringed internally. Why did he say that? MJ had already said his name. MJ's dad was giving him a bored look and Peter found himself scrambling for something to say. "I'm on the academic decathlon team with Michelle. You must be proud of her for being team captain now."

MJ's reaction was subtle, but Peter still caught it. Her eyes hardened and her jaw tightened almost imperceptibly. He felt a wisp of worry twist in his stomach.

"Yeah, sure." MJ's dad continued in the same bored tone. "Being second choice is a great honour. I'm bursting with pride". Peter felt his eyes widen with surprise. He realized that while MJ and her dad shared a similar flat and sarcastic tone of voice, that was where the similarity ended. Peter had never heard MJ say something that cruel. His eyes darted to MJ's face and saw that there was a fire in her eyes. She grabbed his sleeve and tugged him along a couple paces so that they were out of her dad's earshot.

"You need to learn how to read a room, loser."

Peter normally would quip back that they were in a subway station, not a room. But these were not normal circumstances.

"How could he say-"

"Look," MJ cut off the beginning of his rant. "My dad's a prick and nothing makes him happy. That's just how he is. Nothing I say or do will make a difference, and nothing you say or do will make a difference either." Peter briefly mused when exactly it was that MJ and him had become friends. When did she learn how to read him so easily. Her fingers were still twisted in to his sleeve, keeping him where he stood. Her eyes, still hard but a little softer than they were moments ago, were searching his expression. Peter wasn't sure what she was searching for, but eventually she released his sleeve and gave a small sigh.

"What did you come over here for?" She asked.

"Oh," Peter searched for a plausible excuse, but then remembered that he was talking to MJ. She could always see through his lies. She didn't always demand to know the truth, but at the very least she was unconvinced by his stories. Plus, he was tired of lying… to everyone. "Me and my aunt were fighting… kinda". He realized how stupid that sounded as the words were leaving his mouth. MJ's bored expression remained unchanged and Peter felt awkward. "Sorry, I'll go".

He turned to leave when MJ's response froze him in place.

"Is she pissed 'cause you've been so flighty lately?"

"Something like that." Peter felt his cheeks heat up a little. He knew that they were both thinking about his spotty academic decathlon attendance and him ditching their competition. God, he had really dropped the ball. Everyone was getting screwed over because he couldn't keep Spider-Man and Peter Parker in balance.

MJ leveled him with another one of her trademarked unimpressed looks. Like he was missing something very obvious.

"Well, you're smart. You'll figure out a solution sooner or later." She turned on her heel and moved to rejoin her dad. "Hopefully, sooner rather than later". She grumbled in an exasperated voice under her breath. A smile tugged at the corner of Peter's mouth.

In the absence of a direct conversation, Peter's hearing was swamped by noises and chatter. He could hear the train nearing the station, though it was still far away enough to be unnoticeable to others.

"Let go of me!"

May's shout cut through the din of chatter. Peter felt his head whip around to where he had left her. His eyes landed on her just in time to see a man struggling with her. May was holding on to the long shoulder strap of her purse with both hands while the man pulled with one hand. In his other hand, he pulled out a knife and swiftly cut the strap with it. May lunged for her purse, but the man pushed her back with one hand while he turned and ran away. The push caused May to lose balance, her arms pinwheeling, trying to regain her balance, but no avail. With a short and startled cry, May fell onto the subway track.

Peter felt his heart stop.

May was on the tracks.

Peter didn't freeze.

His legs sprinted, and he pushed people out of the way. Some grumbled as he weaved and pushed. It all happened so quickly that they had not yet realized that someone had fallen on to the tracks. Peter leaped over the edge of the tracks and landed near May. She was staring at him in shock. One hand holding her ribs while she gasped for air. Peter could feel the vibrations below his feet and hear the sound of the train rapidly approaching. Without hesitating, he slipped his arms under May's knees and back and lifted her bridal style. He threw her body up and over the edge to the platform. The thundering sound of metal on metal, wheels turning and screeching was almost upon him. Without stopping to think, he slipped his body down so that he was lying in the gap between the two train tracks.

A pinch of pain all over his body.

His vision went black.

He regained consciousness slowly. The first thing he was aware of was the high-pitched ringing in his ears. The second was that his body felt heavy, like it was made of lead instead of flesh and bone. He pried his eyes open and his vision swam. It was dark and it was difficult for Peter to discern what he was seeing. Blinking a few times, he thought he could see metal tubes, paneling, wheels. What?

His thoughts were coming slowly, and he knew that he should be worried about…something. What was it? He gave up on trying to remember as a heavy blanket was pressing down on his mind, smothering him back in to unconsciousness.

He opened his eyes. He could see the concrete ceiling of… something. Some place. Square, bright lights stung at his eyes.

He closed his eyes.

He opened his eyes when he felt hands holding him. Lifting him. Feeling his neck. They were… hospital guys. EMTs, his mind supplied the word a second later. They were speaking, but Peter couldn't hear what they were saying. It sounded like they were talking in another room while Peter wore earmuffs and ear plugs.

He closed his eyes.

He opened his eyes. He was lying on something soft. He swayed slightly. He was in something that was moving. May's teary and blood shot eyes were the first thing he saw. She was speaking quickly but Peter couldn't understand.

Why was she crying?

'cause she fell on the tracks and you almost got squished by a train, loser.

Much later, Peter would laugh at how MJ manage to creep in to his thoughts just to explain something stupid and obvious to him. But for now, all he could do was panic.

EMTs means ambulance. Ambulance means hospitals. Hospitals means doctors. Doctors who would find out spider problems.

His breath came out in short gasps. May held one of his hands in both of hers. Her face was pale and she spoke more garbled, incomprehensible words. His body felt hot. He was thirsty. Thirstier than he had ever been in his life. Sweat trickled from his temples down to his ears. But then he remembered.

Mr. Stark.

He needed Mr. Stark. He would fix this. He needed him.

He needed Happy.

"May, call Happy! I need him! I need Mr. Stark!" He shouted this but he wasn't sure if May understood. He couldn't hear his own words, and her faced was pinched with confusion. Maybe he sounded just as garbled to them as they did to him.

"Happy! I need Happy!"

He pulled his phone out of his pocket, and was horrified to find that it was broken. His phone was broken. He couldn't call Mr. Stark. His panic started to recede as a deep and hopeless dread filled his chest. Idly, he wondered if this is how cows felt in the transition between farm and slaughter house. His eyes felt heavy again.

He closed his eyes.

He opened his eyes. Something rested over his mouth and nose. The room was white. Too white. It stung his eyes. Scratchy blankets covered him. A hospital room. This was it. Nothing he could do.

He closed his eyes.

He opened his eyes. An Asian woman with long black hair tied back and wearing a white coat was prodding with her fingers at his throat. The room was too bright. He squinted and then clenched his eyes shut.

"I'm sorry," a woman's voice said. It was quiet, but he could hear it. He could understand it. A rush of relief filled him. "I dimmed the lights a bit. Could you open your eyes for me?"

Peter opened his eyes and was surprised to find that the action didn't cause him any discomfort. The room was empty except for the woman, and Peter found his heart racing with sudden terror.

"Where's May?"

"She's fine. I need you to calm down." The woman's voice was gentle and soothing but also professional. Peter realized that she was a doctor. He was receiving the bed side treatment. The notion didn't sit well with him.

"Is she okay?" His panicked voice broke at the end. Peter wished he didn't sound so weak. He didn't know this woman. He didn't know her intentions towards him. He wished he could sound tough and in control, but he was so frightened.

"She sustained a minor concussion and a shallow cut. She is recovering quite well, though." She added when Peter sent her a horrified look. "I believe she is currently downstairs getting a cup of coffee."

"Yep, I sent her down." Mr. Stark's voice came from the far side of the room. He strode in through the door, confident and cocky as always. Peter could feel all the tension leave his body. Everything was okay. In one fluid movement, Mr. Stark dragged a chair over to his bed side and sat down. "I had to give that woman something to do, for the sake of my medical staff. She was driving all of them crazy. Isn't that right, Helen?"

"Her worry was very understandable." The doctor stated simply.

"Sure was…" Mr. Stark stated with a sigh. He rubbed a hand across his beard and then indicated to the doctor. "Kid, this is Dr. Cho. She's our doctor here at the Avengers facility."

Oh. Peter knew that he should have realized where he was sooner, when Mr. Stark had entered the room. His thoughts were foggy though. These thoughts were eclipsed by the rush of giddy childish glee that came with knowing that he was at the Avengers compound. Sure, he had been there before, but he hadn't had a chance to explore it. Ideally, he didn't want to start at the Medical Bay. He didn't think he would ever come back here when he gave up being Spider-Man. The thought sobered him.

"Your vitals are doing well. How is your hearing doing?" Dr. Cho looked up from her tablet to address him.

"Uhhhh, it's quieter than usual. Like not just talking. I couldn't hear Mr. Stark when he got here. Usually I can hear footsteps and stuff." Peter's words felt a little heavy on his tongue. Dr. Cho made a note on her tablet.

"I'll come by to check on you in a couple hours. For now, just rest." She walked around his bed and out the door. The room was silent in her wake for a few seconds.

"Did you know that I have exponentially more grey hairs now than I did a month ago?" Mr. Stark's voice was light and joking, but Peter could also hear a bit of strain beneath it. He glanced up to his dark brown hair.

"Really? It doesn't show."

"Damn it, kid." Mr. Stark pinched the bridge of his nose between his thumb and forefinger. "You can't keep doing this. I'm not ready to be a silver fox."

"I couldn't do nothing. May would've died." A tremble wracked Peter's whole frame. It had all happened so quickly, he hadn't really had time to think about what could have happened. How close he came to being completely alone. He pushed the thought aside. It was too much. He would think about it later.

"What happened?" His voice quavered. Maybe he wasn't as good at compartmentalizing as he wanted to be. Mr. Stark's eyebrows rose in barely concealed panic.

"You don't remember?"

"No, I remember what happened." Relief smoothed the wrinkles in Mr. Stark's forehead. "What I mean is what happened to me?"

"The spiderling got hit by a bug zapper." Mr. Stark was voice was light and humorous. It didn't fool Peter one bit.

"I'm being serious, Mr. Stark"

"So am I." Mr. Stark said with a tired sigh. He slumped back in his chair and regarded him with weary eyes. Peter noticed that there were dark circles under them. "When you were lying next to the track, you touched the third rail and electrocuted yourself. The sounds of the passing train also perforated your ear drums. All in all, you're lucky to be alive. 625 volts is enough to kill most people. That spider must have been the Chuck Norris of spiders."

Mr. Stark was rambling now. Peter tried to focus on the important bits of what he said. It took him a few moments to process all of that. He knew that it shouldn't be taking that long. He was smart and this situation wasn't complex.

"Why can't I think straight?"

"Oh, that's 'cause Helen has you hooked up to the good stuff." He pointed casually up to Peter's right. He saw that there was an IV drip hooked up to a couple of different bags. "It's the same stuff we use to knock out Cap. Your spidey metabolism burns through the normal stuff too quick".

The normal stuff. The normal stuff that they use at hospitals. Peter's mind chugged along steadily, connecting point A to point B. Finally, it clicked. That's, right. He had been in a hospital. Doctors had examined him. Panic coursed through him.

"Mr. Stark!" he exclaimed suddenly, making the man jump in surprise.

"What? Jeez, Peter. My old ticker can't handle jump scares like it use to-"

"The doctors and the EMTs, they saw me. They gotta know by now!" Mr. Stark's brow wrinkled in confusion.

"Know what?" He asked, his voice gentle and placating. Peter got the sense that he was being handled with kid gloves, which was insulting considering that it was Mr. Stark. The man wasn't known for being gentle.

"That I'm a weirdo with spider DNA." He stated in exasperation. He reached up a hand to run it nervously through his hair. "Oh, no, Mr. Stark. This is bad-"

"Don't worry about it." Mr. Stark's voice was firm. With one hand he reached over to grab Peter's hand from his hair and placed it back on the bed. "And don't do that. You'll mess up your IV if you jostle it too much". Peter glanced down to see that an IV needle was sticking out of that arm. He made a mental note to be more careful with it. Despite the sureness in Mr. Stark's voice, he needed to know. He needed to explain the danger he could be in.

"But, Mr. Stark, they saw-"

"I said don't worry, kid." Mr. Stark's voice left no room for argument. Peter found his protest dying in his throat. "Pepper has got my legal team hard at work, drawing up nondisclosure agreements. And nondisclosure agreements for those nondisclosure agreements." He stated with a small measure of humour in his voice. He must have seen something in Peter's expression. Some doubt or uncertainty. His face became serious, but his eyes remained soft. He reached a hand over and clasped his shoulder. "You're safe. I won't let anything happen to you."

Peter believed him. Just like that, he felt all of his worry drift away. His body relaxed and sank a bit further in to his bedding. Mr. Stark gave him an assuring smile and he felt the hand on his shoulder give a brief squeeze before pulling away. Mr. Stark leaned back into his chair and regarded him with a calculating gaze. Peter could practically see the cogs turning in his head. His stare made Peter squirm a little in discomfort. He wanted to say something to break the silence, but decided against it. It looked like Mr. Stark was working himself up to say something.

"I'm sorry for all the crap I've put you through. You didn't deserve this."

Peter blinked in surprise. He felt lost. Where was this coming from?

"It's not your fault that May was mugged or that I got electrocuted." Mr. Stark flinched a little at the reminder. "No one could have stopped that from happening."

"You're right. Nothing could have prevented this. But that's not what I was apologizing for." Mr. Stark ran a tired hand across his eyes before meeting his gaze. "I went about this whole mentoring business all wrong. I botched it from the start." Peter opened his mouth on reflex to deny his claims, but Mr. Stark held up a hand to indicate that he wasn't done talking. "Ahh, ahh, let me finish. It was wrong of me to keep this secret from your aunt. If I was honest, you wouldn't have had to deal with all this stress."

"I told you not to tell Aunt May. That's on me." Peter insisted. Mr. Stark bit out a short laugh and raised one of his eyebrows.

"I'm a grown man, Pete. I don't take orders from angsty teenagers." Peter felt a slight flush creep up his cheeks. He wasn't angsty. "I should have told her about all of this from the start." Mr. Stark finished with a little nod of his head. "I could've saved myself an angry phone call at least." He grumbled to himself.

Phone call?

That's right. May called Mr. Stark. Wait, no. Mr. Stark called May. Yeah, that was it. There was something else. Something important.

The restraining order.

Peter felt like he had been doused by cold water. He sat up straight, his face contorted by panic. He looked at Mr. Stark with wide eyes.

"Mr. Stark!"

For the second time, Mr. Stark jumped a little in his seat.

"What?" He looked a little more annoyed this time. "Jesus, Peter, chill out-"

"Don't worry she won't do anything." Peter said quickly, his words almost tripping over each other. "I don't think she will anyway. I mean, she called you. Not the other way around, so we should be good." Mr. Stark's face pinched with confusion was growing more and more concerned as Peter rambled.

"The hell you talking about, kid?"

"May. The restraining order." Peter stated, getting them both on the same page. Mr. Stark's eyes lit up in recognition and the worried creases on his face smoothed. "I don't think she'll actually do it. Don't worry." Mr. Stark seemed to be fighting back a smile, which confused Peter and stunned him into silence. Mr. Stark seemed to give up, as a wide grin broke over his face and he started to laugh. Peter's confused face making him laugh harder.

"Why are you laughing?" Peter asked. Mr. Stark took a moment to suppress his laughter and compose himself.

"I worry about a lot of things, Pete." He replied, a smile still teasing his lips. "Gods, aliens, terrorists. But your aunt's threat is really what keeps me awake at night."

Huh. Well, when put in to that perspective, Peter supposed that his worry did seem a little silly.

"She's scary." He stated weakly, trying to justify his outburst.

"Yeah, she kinda is." Mr. Stark conceded with a nod. "I didn't think that your aunt would've had that conversation with you in the room". Peter felt his cheeks heat up a little and Mr. Stark looked at him with a knowing look. "You know, it's not polite to eavesdrop." He added, his voice light and teasing again.

"I can't help it," he said while his blush intensified on his cheeks. "My hearing is super good now. Senses dialed to 11, remember?"

"Hmmm, Yeah." Mr. Stark mused looking him over with a critical eye. "We really should test that out. See where the limits are. Maybe develop some discrete tech to help out in day to day life."

Peter felt his heart soar at the opportunity to safely learn about himself. To make life easier for himself. Maybe even to work with Mr. Stark in the development of the tech! But, no. He couldn't accept that. It was too much. He could accept a multimillion dollar suit because it helped him help other people. Accepting this from Mr. Stark would be selfish. He couldn't even offer his services as repayment because he wasn't Spider-Man. Not anymore.

"I had to give up being Spider-Man. For May's sake, I did." Peter admitted in a small voice. He leaned back into his bed, suddenly feeling quite tired. He was glad he had this opportunity now to explain himself. After this, they would probably never see each other again. "I'm sorry for wasting your time. And money. You built me a new suit, I didn't even get a chance to use it."

"You never were, nor could you ever be, a waste of time." Mr. Stark's voice was hard, which startled Peter. He looked up at him and saw his face was more serious than he had ever seen it. "Got it?". Peter nodded weakly, a warmth spreading in his chest.

"As for money," Mr. Stark continued, "I don't know if you've heard, but I'm a billionaire. The cost of your suit is a drop in the bucket."

"Lastly, your aunt could change her mind." Peter felt a spark of hope in his chest. Had Mr. Stark and May been talking? What did he miss while he was unconscious? Mr. Stark saw the hope in Peter's eyes and explained further. "I'm not promising anything. But I think that now that there are open lines of communication between the three of us, she might feel better about the whole crime fighting thing. If not, you will just have to wait until you're 18 to continue your vigilante hero work. Honestly, that's how it should have been all along."

Peter felt his heart sink a little at that. He didn't know if he could stand three years of ignoring other's suffering. Keeping count of all the crimes and accidents he could have stopped. Wondering how many people had been killed by his apathy. The past couple of weeks had been difficult. Three years would be impossible.

"Hey," Peter looked up at Mr. Stark. "Your place on the team doesn't have an expiration date. It'll still be there in a few years."

"It's not that." Peter said. He took a moment to gather his thoughts. How could he explain the moral predicament of doing nothing? Before his sluggish thoughts could come up with an explanation, Peter heard a gasp. He looked up and saw May standing in the doorway.

She stood still for a moment, eyes drinking in his appearance. Then she was running over to him and gathering him gently in to her arms.

"M' fine, May" his voice was muffled by the fabric of her sweater, as his face was pressed in to her shoulder. Her body shook with hysterical sobs. Peering over her shoulder, Peter could see Mr. Stark slip out the door, giving them their privacy. Gradually, May's crying subsided and her body trembled less and less. Peter felt her reach one hand up to stroke the back of his head.

"Oh, my boy." Her voice was choked by her tears. "My stupid, wonderful boy".

Peter couldn't help the hysterical burst of laughter that tore from his throat. He held her back just as tightly. He had come to learn, time and again, that everything in life was fleeting. There was no guarantee that he would always have May, but for now she was safe. He tightened his arms slightly, determined to hold on to this moment for as long as he could.