A huge thank-you to stjohn27 for being my sounding board and prereader!


Peter stood on the landing platform of the Tower, shivering in the damp, chilly late October air as Dad and the rest of the Avengers loaded up the Quinjet with supplies, preparing to leave for Sokovia.

In the planning stages for over a month, this was supposedly going to be their final HYDRA raid, with all the available evidence pointing to the fact that HYDRA had concentrated its manpower and defenses on protecting this one final base. The fact that the Sokovia base was also the location for the scepter Loki used when he helped the Chitauri invade New York nearly four years ago was the main reason for all of the detailed planning and preparing. Dad told Peter that Steve wanted to make absolutely sure the team knew what to expect when they got there, which meant plenty of satellite surveillance, sending in the Iron Legion to spy and apply tracking tags to the weaponry along the perimeter, and getting the team as in shape and healthy as possible.

To that end, Steve had developed a series of workouts, each designed to emphasize the varying abilities and strengths of the individual team members. Steve had even asked Peter to demonstrate some of his gymnastic moves and routines to the team, which Peter found absolutely thrilling. After feeling like he was constantly just sitting on the sidelines, watching helplessly while nearly his entire family was always flying off into dangerous situations, it felt wonderful to actually get to help with something. And it got even better when Natasha pulled Peter aside a couple of times and asked him to help her with some of the side and front flips, saying that she was planning on incorporating them into her repertoire.

But now all the training and planning and strategizing was done, and it was time for the actual mission to begin.

Which meant the team had to leave. Again.

"That's the last of it, old man," Dad said to Steve as DUM-E carried a large box of provisions over to the jet. "I think we're ready for lift off."

Peter's lower lip started to tremble and he caught it between his teeth, trying to keep his tears at bay. He was getting far too old to keep crying every single time his dad had to leave. Even if his dad's "business trips" weren't exactly the same kind of business trips that Mr. Leeds took when he went out of town twice a month.

"You hold down the fort for us while we're gone, okay, Peter?" Steve asked, pulling Peter in for a tight, one-armed hug. "I'm counting on you."

"Yeah, I will," Peter answered, his voice muffled against Steve's side.

"Sam should be back day after tomorrow," Steve added. "I know he's looking forward to spending some time with you while we're gone."

"Yeah, I know," said Peter, a little less enthusiastically. It wasn't that Peter didn't like Sam. He just wished that not every conversation with him had to turn into an impromptu counseling session.

"All right, old man, quit hogging my kid," Dad said, tapping Steve's arm with his hand. Steve let out a chuckle as he released Peter from his grasp directly into Dad's arms, giving Peter's hair a quick ruffle before boarding the jet.

"I'm gonna miss you," Peter mumbled, his head ducked down under Dad's chin. Dad's fingers were in his hair, rubbing his scalp, and Peter squeezed his eyes closed with a sigh. Having his head rubbed was one of his absolute favorite things, and only his father knew how to do it right.

"I'm gonna miss you too, buddy," Dad whispered. "But just remember—"

"Yeah, yeah, this is the last one," Peter said, trying not to sound too snarky. "I sure hope so."

"Should be, bud," Dad said. "Once the scepter is retrieved our work should be done."

"Okay."

"I mean it, Pete." Dad pulled back, scowling a little as he looked down at Peter, his eyes intense. "I do. I'm ready for all of this to be done. I've… had enough superheroing for awhile."

"Really?" Peter asked, biting his lip. "Does that mean Ultron's ready?"

"No, not quite," Dad admitted. "We're close, but we're not quite there yet."

"Then—?"

"C'mon, Tony!" called Bruce from the door to the jet as its engines flared to life. "Let's get this freak show on the road!"

"Look, we'll talk about it more when I get back, Pete. Okay? But I'm serious." Dad pulled Peter's head back to his chest, planting a kiss on his forehead. "I love you, buddy. Stay safe. Don't go anywhere without telling Happy, Pepper, or Rhodey. Or Sam, once he gets back. Understand?"

"I understand," answered Peter. He tightened his arms around Dad's chest, listening to his heartbeat. "And I love you too. Please, be careful!"

"I will. Go on now, or you'll be late for school. Happy's probably doing that weird dance he always does when he's extra impatient."

"Mmm," grumbled Peter. He couldn't have cared less in that moment about Happy's impatience. And he was never in all that much of a hurry to get to school anyway. So far the seventh grade was turning out to be not his favorite school year.

With a final squeeze, Dad released Peter, ruffling his hair as he backed up towards the jet. Peter watched the jet lift off from the platform, wrapping his arms around his front to shield himself against the harsh gust of wind as it took off. It really was too cold outside for the thin hoodie he was wearing, but Peter had been too distracted to notice until now.

Once the jet had disappeared from view, Peter went back inside, reluctantly grabbing his new backpack from his room and shoving his homework inside. He was already on backpack number two for the year, which was about on par with his usual.

"See ya later, JARVIS," Peter said, exiting his bedroom and heading for the elevator. Pepper had already left for work about an hour ago.

"Have a wonderful day at school, Master Peter," answered JARVIS. "Colonel Rhodes and Mr. Hogan are waiting for you down in the garage."

"Thanks."

"It is my pleasure."

Dad was right; Happy was doing his silly impatient dance by the time Peter arrived in the garage. Happy and James needed to take a trip up to the Compound that morning for something or other, a fact which Happy wasted no time in reminding Peter of as soon as he stepped off the elevator.

"C'mon, we gotta get going if we're gonna beat the traffic," Happy said, checking his watch. James was already in the car, reading some military briefing on his tablet. Happy reached for Peter's backpack, his face falling as he looked Peter up and down. "Are ya okay, kid?"

"Yeah, sure," Peter answered, sniffing. How was it that everyone around him could always read him like a book? "I'm fine. Why?"

"You don't look fine," Happy said kindly, clapping his hand on Peter's shoulder. "You look upset."

Peter shrugged. "It's just… you know. Same thing it always is."

"Mmm. Wanna stop for some ice cream on the way home from school?" Happy asked with a wink. He patted his rather broad abdomen, leaning in conspiratorially. "I won't tell Pepper if you don't. You can even invite your friend to come with if you want."

After a recent incident with a not-quite-a-heart-attack-but-close-enough-to-be-scary, Happy's cardiologist had placed him on a rather strict diet, informing him that he needed to lose some weight. Pepper, never one to let the men in her household slack off too much, had taken it upon herself to help Happy with his new diet, even offering to hire a chef for him if it made it easier. As such, Peter was fairly certain that eating ice cream in the middle of the afternoon was not on Happy's approved meal plan.

"I promise," answered Peter, trying to smile as he slid into the backseat of the Audi sedan. Maybe a double-scoop peppermint ice cream cone after school would help cheer him up a bit. "Thanks, Happy."

"I heard that," James said as soon as Peter closed the car door. He looked back at Peter, his eyes narrowing.

"Heard what?" Peter asked, trying to look innocent.

"Don't you try and play coy with me, Peter," James said in his most stern Colonel's voice. He paused, and Peter's heart started to thud as he stared at him. "And those sweet puppy-dog eyes don't work on me either, so you can just quit with that right now. If you yahoos are going out for ice cream, then I'm coming with you."

A relieved laugh choked its way out of Peter's throat. "Yeah, okay. As long as you don't—"

"Don't tell Pepper," James said, smirking. "Yeah, I got it."


"Okay. What're we looking at here," Tony asked, looking over Steve's shoulder at the tablet in his gloved hand, the various blinking greenish dots each indicating a perimeter guard for the Sokovia base.

"There's two to three times as many guards from what we've seen before, on what appear to be both towers and bunkers," answered Steve. He tapped the tablet, expanding the view of one of the towers, pointing to their mounted guns. "More advanced weaponry too. These here look like the kind of pulse canons I saw back in the war that Johann Schmidt built using the tesseract. Definitely HYDRA weapons."

"Then it looks like our theory was correct," said Thor. "This must be the location for Loki's scepter. This Strucker fellow must be the mastermind of whatever HYDRA experiments have been using the scepter."

"So what's the play, Cap?" asked Tony.

Steve pursed his lips, pointing to one of the perimeter corners. "I say we start here, on the northwest corner. If we can take out the guards there quietly, maybe we can prevent them from sounding any sort of alarm."

"Take 'em by surprise? I like that plan," said Tony. "Station Barton up in the tree nearby and just pick 'em off, two by two."

"You meant three by three," Barton said with a smirk, twisting the explosive arrowhead onto one of his arrows. "Didn't you, Tony?"

"Sure," answered Tony, rolling his eyes. "Whatever math or formation you feel like doing is fine with me as long as the guards keep dropping."

"Commandeering a couple of those trucks might be nice too," added Natasha, indicating the armored jeeps parked next to each of the bunkers. "Once Clint takes out the guards, he and I can use those to move from point to point."

"Good idea," agreed Steve. "Clint and Natasha will start, taking out the perimeter guards as quietly as possible. The rest of us will move in as soon as they start making too much noise. Thor, Bruce, and I will spread out, concentrating on each of the perimeter bunkers while Tony focuses on disabling the main building defenses so we can get at the scepter."

"Copy that," Tony said softly.

"Sounds good, Cap," said Barton. "I'm ready when you guys are."

"All right," Steve said, setting down the tablet. "Clint, get into position."

Stepping into his armor, Tony watched as Barton climbed up one of the tall trees about twenty or so yards away from the northwest perimeter bunker, rather envious of the man's grace as he navigated the thin branches and drew back his bow armed with three arrows, preparing to shoot.

"I'm in position, Captain," Barton whispered over the comm.

With a quick glance at Tony, Steve nodded. "You have a go, Clint. Take 'em out."

Not three seconds later Tony heard the telltale whooshing sound as Clint's arrows flew through the cold, dry air, each landing directly into their intended targets. As the three perimeter guards landed on the frozen ground with a loud thunk, Natasha took off, heading directly for the jeep parked next to the tower.

"Let's hope they left the keys," she said, flipping over the back and into the driver's seat. "Good," she added a second later. "They did leave the keys."

"Pete show you that little maneuver, Widow?" Tony asked.

"Yep," answered Natasha, motioning for Barton to climb into the truck. "Your kid's a good teacher, Stark."

"Yeah, I know it," Tony said proudly. "Keep your eyes peeled out there, yeah?"

"Copy that."

The next couple of towers were taken in much the same manner, and just as Tony was starting to think they might not have needed all of their elaborate planning and training, a booming klaxon alarm started blaring from the main building, interspersed with an intruder alert broadcasted in German.

"Think we lost the element of surprise!" Clint shouted over the comm as his arrows continued to fly. "I'd say it's time to engage!"

"That's our cue!" Steve said firmly. He clapped Tony on the shoulder, ducking back inside the jet to grab his brand-new motorcycle as Tony's helmet closed over his head. "Let's roll!"

"Right behind ya, Cap," Tony said as Barton swung down from one of the nearby trees, landing in the back of Natasha's truck just as she took off across the forest, aiming for the road that ran alongside the northernmost guard towers.

"We got this side, Steve," Natasha said.

"Copy that," answered Steve, zooming forward on his bike towards one of the southern towers, his shield bouncing off trees like a ping pong ball, knocking out agents with each hit. Tony immediately took off, aiming a repulsor blast at the driver of another truck just as his HYDRA teammate was attempting to take out Barton.

"Nice shot, Tony," Barton said as Tony passed overhead. "Thanks."

"Don't mention it," Tony answered. As he continued on towards the main building, he picked up the now-familiar sounds of Thor's hammer, fists, and feet taking out the enemy agents and weapons, with the thundering footsteps of the Hulk following closely behind.

As Tony approached the heavily fortified main building from the treeline, dodging the nearly continuous laser cannon blasts that reminded him all too much of that Death Star run in the first—or was it the fourth?—Star Wars movie, Tony angled down, intending to get a read on the location of the entrance. But just as he approached the far corner of the building his suit skittered off the top with a loud bwanging noise, nearly knocking him completely off of his flight path.

"Shit!" Tony exclaimed. "What the hell?"

"Language!" Steve called over the comm. "JARVIS, what's the view from upstairs?"

"The central building is protected by some kind of energy shield," answered JARVIS. "This technology is well beyond any other HYDRA base we've taken."

No shit! Tony thought. I just bounced the hell off of it like one of Pete's trampolines!

"Loki's scepter must be here!" shouted Thor. "This Strucker fellow couldn't mount a defense like this without it! At long last!"

"At long last is lasting a little long, boys," Natasha piped up over the sound of a smattering of machine gunshots.

"Wait a second!" Tony exclaimed, flying down a set of concrete stairs as he repulsed more guards away from what appeared to be the main entrance. "No one else is gonna deal with the fact that Cap just said 'language'?"

"I know!" retorted Steve. "It just slipped out! Thor was starting to think that's how regular people actually speak, and I—"

"I am not currently interested in joining this conversation regarding your petty human linguistics!" Thor shouted in between swings of his hammer. "I simply wish to retrieve the scepter!"

"Way to leave me hanging out there, Thor!" Steve said, grunting as he flipped over the handlebars of his motorcycle, tossing it directly into the path of an oncoming truck full of HYDRA agents.

"That bike was brand-new, Cap!" protested Tony, circling back around, dodging more cannon blasts. "You hadn't even gotten to know her yet!"

"You humans refer to your transport vehicles as females?" Thor asked, sending another HYDRA agent flying into a tree. "I find that rather… odd."

"I thought you weren't interested in our 'petty human linguistics'," Tony grumbled. "JARVIS, find me a way into this damn bunker!"

"Certainly, sir" answered JARVIS. "But I must also inform you that the city is taking fire."

"Well, we know this Strucker asshole isn't gonna be worried about civilian casualties," said Tony. "Send in the Iron Legion."

"Right away, sir."

Tony made another pass around the large complex, rapidly losing his patience as he scanned for a way to break through the energy shield.

"C'mon, J! Find me something!" he exclaimed as the six Iron Legion suits took off from the Quinjet and flew off in the direction of the city.

"Working on it, sir!" answered JARVIS.

"Guys, there's something else out here!" Barton called from somewhere out in the woods. "Quick little bugger, just knocked me—, AAHH!"

"We have an Enhanced in the field!" Steve said. "Stay sharp people!"

"Clint's been hit!" cried Natasha. "Someone wanna take care of that bunker?"

A couple seconds later the distinct roar and pounding footsteps of the Hulk reverberated throughout the dense forest, quickly accompanied by the crash of concrete layered over the sounds of muffled screaming as the huge creature broke completely through the reinforced concrete bunker.

"Thank you!" said Natasha.

"Tony, we really need to get inside!" said Steve.

"I'm getting there!" Tony retorted. "JARVIS, am I getting there? Do you see a power source for that shield?"

"There's a particle wave signature below the north tower, sir," answered JARVIS.

"Great. I wanna poke it with something." Arming one of his shoulder missiles, Tony launched it at the pinpointed location, letting out a small triumphant yell as the energy shield surged bright blue before fading away down the outside of the building.

"The drawbridge is down, people!" boasted Tony.

"Go on in and get started, Tony," said Steve.

"Where is the Enhanced?" asked Thor.

"He's a blur," replied Steve. "I've never seen anything like this. In fact, I still haven't."

"Clint's hit pretty bad, guys," said Natasha. "We're gonna need evac."

"I will see Barton safely to the jet before I return for Banner," said Thor, presumably talking to Steve. "The sooner we're gone, the better. Captain, you and Stark secure the scepter."

"Copy that!" replied Tony as he flew directly through the large window near the entrance, immediately drawing the fire of the agents inside.

Who the hell puts a window in their secret bunker? Tony thought as he fired his guns at the agents' legs, rendering them immobile. A movement at the workstation to Tony's right caught his eye, and he turned to see a man in a white lab coat, frantically attempting to erase computer files. Tony raised his palm, repulsing the man away from the station just as the name embroidered over the pocket of his coat appeared across Tony's HUD.

The man was Doctor List.

"Shit!" Tony cried, his heart pounding as he rushed over to feel for the man's pulse, finding nothing. "No, no, no, I didn't hit him that hard! JARVIS, can we do something?"

"Unfortunately, sir, it appears that this man had an underlying heart condition which contributed to his rapid demise," said JARVIS. "I am sorry."

"Oh, God," Tony whispered, squeezing his eyes closed as his heart started to stutter. "He must've known… I should've… he could've told me… Peter… and…" He pitched forward, bracing himself up on one hand as he tried to ignore the waves of panic threatening to drown him. This was neither the time nor the place for another anxiety attack.

"Tony?" said Steve, startling Tony as he came up behind him. "Are you all right?"

"Yeah," Tony croaked, standing back up to his feet. He inhaled a deep, shaky breath, letting it out slowly like Sam had taught him. "Yeah, I'm good."

Steve shot him a skeptical look, his blue eyes narrowing. "Hmm. If you say so. The perimeter is secure and I'm gonna have a look around. You sure you're good here?"

"I'm always good," Tony mumbled, stepping out of his armor and heading straight for the workstation. Inserting his flash drive, he immediately started the file download. "Sentry mode," Tony ordered the suit as his fingers flew over the keyboard, trying to keep ahead of the deletion program Doctor List had started before he was killed. Please, please let there be something here that explains all this shit with Richard Parker!

"Barton is secure in the jet, I am returning for Banner," said Thor over the comm.

"Copy that, Thor," answered Steve.

Tony tapped his chin, looking around the room. It did seem awfully small for such a large bunker that had been so well-protected. "I know you assholes had to have been hiding more than files," Tony muttered to himself. "JARVIS. Give me an IR scan of the room."

The eyes of the suit glowed red as the infrared beam scanned the entirety of the square-shaped room, focusing in on one section over near the northwest corner.

"The wall to your left. I'm reading steel reinforcement," answered JARVIS. "And an air current."

"Okay," replied Tony. He walked over to the indicated wall, running his hands along the bricks. "Please be a secret door!"

To Tony's shock, the wall gave way at only a light push, folding back behind itself to reveal a long, metal staircase illuminated with only a couple of lights attached to the concrete walls. Gulping, Tony pressed his fist to his chest as he carefully made his way down the stairs, knowing he would likely catch hell from Steve later about going down an unexplored hallway without his armor, or at least some backup. But Tony wasn't patient enough to wait, and he really wasn't in the mood for Steve to be babysitting him right then.

"Guys, there's a second Enhanced!" called Steve over the comm, grunting as if he'd been knocked down. "Female. Do not engage!"

"We're all secure in the jet, Steve," said Natasha. "You guys need backup?"

"Is Bruce doing okay?" Steve asked.

"He is," answered Thor. "He is currently donning his clothing."

"Then yes," replied Steve. "Thor, you and Natasha come and take the sentry posts near the entrance. If Bruce is okay he can monitor Clint until we take off. Keep your eyes up for the Enhanced. Both of them."

"Copy that, Steve," answered Natasha.

"Tony?" Steve asked a few seconds later. "What's your status? I've got Strucker."

"Yeah," Tony answered, his eyes widening in horror as the narrow hallway opened up into a huge room, the likes of which was filled with Chitauri technology and artifacts. Tony's mouth went dry at the sight and he froze, unable to move even as his eyes continued to scan the room.

It was as if Tony had stepped directly into space, the day he flew the missile through the wormhole during the Battle of New York. That horrifying sight that had haunted him ever since, it was all laid out, directly in front of him.

"I got something bigger," he mumbled, stifling a shudder, unsure if Steve could even hear him.

"Be careful, Tony," said Steve. "The Enhanced—"

"Thor," Tony said as his eyes picked up the glow of a bluish light, following it to its source. His lips pursed in determination as he stepped forward, reaching for the scepter. "I've got eyes on the prize."

"Use extreme care, Stark!" Thor called. "That scepter is powerful! It should not be much handled by mortal men!"

But Thor's statement was cut off as a sudden screeching sound, like an amplified version of fingernails on a chalkboard, abruptly filled Tony's ears, nearly overwhelming his senses. Tony stopped, his eyes still trained on the scepter as he felt a small whoosh of freezing air move across his neck, so fast that at first he feared he'd only imagined it.

Tony's hands clenched into fists, his heart thudding against his ribcage as he took one step forward towards the scepter. Reaching his trembling hand forward, he was just about ready to grab for it when all of a sudden the huge Chitauri alien dangling from the ceiling above let out a roar, so loud that the concrete walls of the bunker started to rattle. Tony immediately dropped down to the floor, covering his ears with his fists against the deafening noise as his eyes followed the Chitauri out into space, the light from a distant star illuminating what appeared to be a great battlefield spread out in front of him.

Getting slowly to his feet, Tony clenched his jaw as he took a single, shaky step forward, letting out a soft gasp when he saw what appeared to be the Hulk lying on his side in the rubble, fatally injured. As the Hulk laid there, gasping for breath, Tony's gaze swept across Natasha, lying awkwardly on her back with her head lolled to the side, a trail of blood trickling from the corner of her mouth. Thor was next to her, his hammer flung haphazardly across his chest, which was as still as a gravestone. Barton sat next to him, his bow broken, his back grotesquely bent, directly across from the prone, battered body of Steve Rogers.

Choking, Tony stumbled forward, his hand reaching for Steve's neck to feel for a pulse when the agonizing cry of "Dad!" floated across the frigid, still air, causing Tony's head to snap up in shock.

"Peter!?" Tony yelped, the hair on the back of his neck standing on end as he frantically searched for his son in the ruins. "Where are you?"

"Dad!" the cry came again, weaker this time, filled with an overwhelming terror the likes of which Tony had never heard from him before, not even in the throes of one of his nightmares. "Help me!"

"Peter!" Tony croaked, forcing the word past the marble-sized lump in his throat as he attempted to climb over a massive pile of concrete and twisted steel. "Peter! Hold on, buddy, I'm gonna find you!"

"Help me!" Peter cried, his voice coming from the opposite side of the rubble heap. "Please, Dad, help me!"

A small shift in the rocks about twenty feet away caught Tony's eyes and he lurched forward, stumbling over loose debris as he scrambled towards the sound of his son's voice, which seemed oddly deeper than Tony remembered.

"Dad!" Peter called again. "Please! I don't wanna go!"

Hot tears stung Tony's eyes and spilled over, burning a path down his frigid skin as he saw Peter's hand rise up above a mound of rubble, reaching for him. Lunging forward, Tony wrapped his fingers around his son's hand, which was so covered in blood that his hold nearly slipped.

"Oh, God!" cried Tony, tossing aside the broken bricks that covered Peter's chest and abdomen until he could lift him out of the wreckage. He gently brushed Peter's matted hair from his bruised forehead, cradling his head against his chest. "Buddy, who did this to you?"

"I don't—, I don't know," Peter whispered, his voice raspy and his lungs rattling, as if he was in the midst of another asthma attack, his hands scrabbling across Tony's chest, trying to hold on. "They came in the night. I couldn't see them, but they were so loud, Dad. So loud! They scared me!"

They came in the night. Loud men who came in the night. "It doesn't matter, Pete," Tony assured him. "I've got you. It's okay now. You're gonna be all right, I'm gonna get you outta here."

"Dad," Peter rasped, raising his right arm, which was covered in deep puncture marks, his bloody hand cupping Tony's cheek "I think you're too late. You can't help me anymore."

"No talking like that," Tony choked out. He tightened his arms around Peter, straightening his back so he could lift him, get him away from this awful place. Someplace where he could be safe again. "Do you hear me? I forbid it, Pete."

"Daddy!" Peter begged, his breaths now coming only in faint, torturous gasps, his hands struggling to keep their grip on Tony. "I don't wanna go! Please, I'm scared! I don't wanna go!"

"Peter!" cried Tony, dropping back to his knees as Peter's eyes started rolling towards the back of his head. "No, no, no, buddy! Don't do this! Don't leave me here alone!"

With all the strength remaining in his broken body, Peter lifted his head, his terrified brown eyes boring directly into Tony's soul, ripping it to pieces. "I'm sorry," he whispered.

And then Peter's head fell back, his entire body going still in Tony's arms as he breathed out his final breath.

A sound, somewhere between a cry and a scream, forced its way up from Tony's lungs only to get jammed in his throat, causing him to choke. More tears, burning with the intensity of a thousand suns, trailed down his cheeks, dropping down onto Peter's battered face.

This isn't happening. This can't be happening. Oh, God, this can't be happening!

Peter was his son, who Tony loved more than his own life. His son, who he had vowed to always keep safe, to always protect.

And he had failed.

Tony's shoulders shuddered with the intensity of his sobs, clinging to Peter's limp body as an entire Chitauri army, which appeared to have been simply lying in wait above him all this time, started moving towards Earth through a hole in space.

He knew that he should try and stop them. That he was the last possible line of defense that Earth likely had.

But Tony couldn't move. His body was completely frozen, as if he'd been welded to the ground. His face was buried in Peter's hair, but it no longer carried the scent of the green apple shampoo that he loved so much.

No. Now it only smelled stale, like the dank, still air that surrounded them. All around Tony the stench was stifling, as if the air itself was closing in on him, seeping into the very pores of his skin, bringing with it nothing but pain and death.

And as the Chitauri army moved closer and closer to Earth, all Tony could do was watch, holding his beloved son's lifeless body in his arms, surrounded by his dead Avengers family, his thoughts racing with self-deprecating words of failure.

I should've been better. I should've stopped this. I should've done more.

I should've saved him.

I should've saved them all.

I could've done more.

Why didn't I?

After what seemed to be an eternity Tony's head jerked up, as if he'd been struck, and Peter and the rest of the landscape suddenly disappeared, replaced by the bluish glow of the scepter, standing upright on the table directly in front of him. Tony's knees buckled, his disbelieving eyes sweeping around the large bunker room that held the stolen alien artifacts.

He was back in the HYDRA bunker, in Sokovia. And the scepter was right in front of him. The scepter that HYDRA had obviously been using to power the advanced weaponry and robotics that Tony and the rest of the team had witnessed here.

Tony's heart stuttered in his chest as he licked his lips, his eyes mesmerized by the blue light emanating from the glowing gem. The scepter. That was the key. That's what could make it all work.

The scepter was the key to perfecting Ultron, and Ultron was the key to saving Peter, saving his family. It was almost as if Tony could hear the gem that powered it, whispering to him.

"JARVIS," Tony said, clearing his throat. Before he did anything, he had to make sure that Peter was in fact okay, that he hadn't actually been tortured and beaten until there was nothing left of him except blood, sweat, and tears. "JARVIS, what's Peter's current location?"

"Master Peter is currently asleep in his bedroom at Avengers Tower, sir," answered JARVIS.

Tony let out a strangled sob, squeezing his eyes closed as he pitched forward, nearly collapsing onto the floor in overwhelming relief. "JARVIS, confirm! Is he okay?"

"Master Peter is in good health, sir. Miss Potts is scheduled to transport him to school in approximately four hours. Would you like me to wake her?"

"No, no," Tony said hastily. "Thanks, J."

Peter wasn't lying in some wretched pile of ruins, poked and prodded and tortured until he was bloodied nearly beyond recognition.

He was okay. It had all been some horrible damn hallucination.

But what the hell had caused it?

"Tony?" came the concerned voice of Steve over the comm, sounding very much alive. "Is everything all right?"

"Yeah," answered Tony. He held out his right hand, calling for the arm gauntlet of his suit, reaching for the scepter as soon as the gauntlet stretched out across his forearm.

"Everything's good now, Cap."


The skies were smooth above the clouds as the Quinjet flew across the Atlantic back towards New York. Tony's mind was racing with formulas and calculations as he spoke with Dr. Helen Cho, one of the world's top medical doctors and an expert in genetics, arranging her arrival at the Tower. She was planning on using her new tissue regeneration technology to treat the deep wound Barton took in his side during the raid.

"Hey, Bruce?" Tony called over his shoulder. "Can you tell Barton that Dr. Cho's gonna be waiting for him when we get there?"

"Clint says that sounds good, Tony," answered Bruce a few seconds later.

"'Kay," said Tony. He pushed the button to engage the autopilot and leaned back in his chair, bringing his arms up to try and stretch his aching lower back. He felt like he actually had tried to lift Peter from those ruins.

"Tony?" Steve said as he entered the cockpit, settling his large frame into the co-pilot's seat. "You need a break?"

"Nah, I'm good," Tony said quickly. "JARVIS has the wheel for now. I'll take the controls back once we're on the approach."

"Good," Steve said firmly. "Then you have time to answer a few questions."

Almost instantly Tony's jaw clenched and his heart started to thud. "About what?"

"About what happened down in that bunker," answered Steve. He placed his hand on Tony's arm, a silent request for Tony to meet his eyes. "Did you see the second Enhanced? The girl?"

"No," Tony replied, his eyes flicking towards Steve and flitting away just as fast. "I didn't. But I'm pretty sure she saw me. I… felt something. Like a whoosh of—"

"Cold?" asked Steve. "Almost like what people sometimes describe as ghosts?"

"Yeah, something like that," Tony said. He kept his eyes trained out the cockpit windows, fixed on the fluffy clouds beneath the jet. "I felt it go across the back of my neck, and there was this sound…" He let out a shudder at the memory. "It was…"

"That's pretty much the same thing I felt when she knocked me down the stairs," said Steve. "I felt that rush of cold air right before she hit me. It was almost like she was moving the air itself, turning it into a weapon."

"Sounds about right," mumbled Tony. He could feel Steve's intense blue eyes boring into his temple. Can you leave me alone now, old man?

"Are you sure that's all, Tony?" asked Steve after a moment's pause. "Because you looked pretty upset—"

"I'm sure, Cap," Tony retorted. He felt a twinge of remorse at lying to Steve, but it was as if he couldn't help it. He had a strong feeling that if he told Steve the whole truth, told him exactly what he'd seen, that somehow Steve would only think he'd gone mad.

Am I going mad?

"Captain," Thor said as he entered the back of the cockpit. "I believe I should bring the scepter to Asgard. It would be much safer stored in the hidden vault of my father's palace than it would be here on Earth."

Tony's head snapped up in shock at Thor's words. No, no, no! I need that scepter, you can't take it away!

"Yeah, I guess that makes sense," replied Steve, shooting Tony an odd look. "Especially since we still don't really know who to trust in any of the Earth governments. Even if this was the last large HYDRA base, their deep cover agents could still be out there."

"Can Banner and I have a look-see with it first?" Tony asked, pressing his fist to his chest. "I saw some pretty advanced robotics down in that lab. I'd love to see if we could get a peek at whatever door Strucker was knocking on. Besides, the big party's on Saturday. The one I told you guys about? I know all the bigwigs are gonna want to meet ya."

"Victories should always be honored with revels," Thor said, clapping Tony hard on the shoulder. His lips quirked into a rather proud smirk. "Very well, Stark. It seems I am quite popular with the people on Earth."

"Well, you're at least popular with the seventh graders," Tony grumbled, rolling his eyes. It still made him laugh at how much Ned Leeds loved to fawn all over Thor whenever he spent the night at the Tower.

"Rogers? You and Sam are gonna make an appearance, aren't ya?" asked Tony. "You know Pete'll want you guys there."

"Sure, Tony," Steve answered. "We'll be there."

"Great," Tony said. "Saturday at eight, and there'll be plenty of food and beverages, adult and otherwise."

"Adult beverages do tend to encourage revels," said Thor, smiling broadly. "Very good, Stark. I am looking forward to this gathering."

"You sure everything's okay, Tony?" Steve asked once Thor had wandered back to sit with Bruce in the back of the jet. "You seem… on edge."

"Just looking forward to getting home," Tony mumbled. "Us taking out that base will hopefully help Pete sleep a little easier."

"Mmmhmm," said Steve, looking unconvinced. "You know I'm here if you decide that you want to talk."

"Appreciate it, Cap. But I'm good."

Steve stared at Tony a few more seconds, a deep frown marring his face. "All right. Well, since Clint's out of commission, let me know if you need me to take a shift at the stick, yeah?"

"Thanks," said Tony. "But I'll be okay." Now, go away.

The remainder of the nearly eleven hour flight seemed to pass in a blur, with Tony running numbers and designing matrices in his head the entire time, hoping that keeping his mind busy would help him calm down, as it usually did.

Instead, by the time Tony expertly landed the jet on the Tower's landing platform, he felt almost manic, similar to how he felt in the months following the Battle of New York. It had been at least 30 hours since he'd last slept, but he didn't feel tired at all.

He just wanted to get to work.

Stepping off the jet, Tony's breath hitched as he saw Peter, holding the door open so Dr. Cho could direct Barton as he was wheeled into the Tower. Tony bounced on his feet, impatiently waiting as everyone else filed inside, nearly tackling Peter once he finally reached him, wrapping him into an extra tight bear hug.

"Dad?" Peter asked, his voice muffled against Tony's shoulder. "Are you okay?"

"Yeah, buddy," Tony murmured. He buried his nose in Peter's soft, curly hair, breathing in that green apple scent he so loved. "I'm okay."

"I got worried when Dr. Cho showed up," Peter said. "It looks like Mr. Barton got hurt pretty bad."

"Nah, he'll be fine," said Tony, planting a kiss on Peter's temple. "Dr. Cho will fix him up good as new." He pulled back, cupping Peter's face in his hands as he looked him up and down. There was no outward sign of any bruises, cuts, or any of the other traumatic injuries Tony had seen in his… whatever the hell that had been back in the bunker.

"Dad?" Peter said worriedly when Tony drew up the sleeves of his hoodie, inspecting his arms for puncture marks. "What're you doing? You're acting funny."

"Just making sure you're okay, Pete," Tony said quickly.

"Why wouldn't I be?"

"No reason." Tony pulled Peter in for another hug. "I missed you."

"I missed you too," said Peter. "Does this mean you won't have to go away anymore now?"

"That's the theory, buddy," answered Tony, swiping at his nose. He kept his hand on Peter's shoulder, guiding him inside the Tower. "Finding that scepter was the number one priority, and now we've got it."

"Good," Peter said. "Now you can take a break."

Tony let out a sigh. "Not yet, Pete. Thor said he wants to take the scepter to Asgard since its so powerful, to put it in storage there. I've asked him to wait until after the party so Bruce and I can take a look at it, but that's only three days from now, so we're gonna be pretty busy until then."

"Mmm," Peter grumbled. "Fine. Can I at least watch you guys? You and Bruce are funny when you work together."

"When you're not in school," answered Tony, grinning as he ruffled Peter's hair. "And then, how about we have a movie day on Sunday, after the party. Sound good?"

"Really?" Peter exclaimed, so excitedly that Tony's throat tightened. Had he really been that absent lately? "That sounds great!"

"Then it's a date," Tony said. "Now, how much homework do you have?"

"Not too much. I did most of it while I was waiting for you guys."

"Okay, so why don't you go and finish up while I check in on Barton," Tony said. "Sound good?"

"Is that dad code for 'scram kid, I have work to do'?" asked Peter.

Tony chuckled. "Whatever you wanna call it, Pete. But you can come find me when you're done."

"Uh huh."


"So, what's the verdict?" Tony asked as he entered the lab where Dr. Cho was busily repairing Barton's wound. Setting down the tray of smoothies he was carrying, he handed one to Barton.

"I'm afraid he's still gonna be Clint," said Bruce, watching the regeneration process in awe. "Tony, this is amazing! She's actually creating tissue!"

"Pretty cool," Tony agreed. "You developed this technology on your own, didn't you, Doctor?"

"Not on my own, Mr. Stark," replied Dr. Cho. "I have an extremely hard-working staff back in Seoul who—"

"Right," interjected Tony. "But you're the brains behind this… Cradle of yours, correct?"

"I helped develop the Cradle," said Dr. Cho. "In fact, if we were in my lab, I'd be using it on Mr. Barton here. The tissue-bonding process is much faster using the Cradle."

"Mmmhmm. And, how long have you worked for SHIELD?" asked Tony, causing Bruce to raise his eyebrows.

"I'm technically a consultant for SHIELD," she answered. "Well, technically I was, before—"

"Do you know if your Cradle thing was ever used for any experiments other than your own?" Tony asked. "You know, under orders from SHIELD or something?"

"Tony, what're you getting at?" asked Bruce. "Helen just said she and her staff invented the Cradle."

"Nothing," said Tony, a bit too quickly when Bruce frowned. "Just curious, is all."

"The Cradle has been housed in my lab ever since we built it," answered Helen, glaring at Tony. "And no, my staff and myself have been the only people who've had access to it."

Tony inhaled a deep breath, grabbing one of the smoothies and taking a long drink. "Cool. Thanks. Um… just let me know if you need anything."

"Tony?" Bruce said, following Tony as he exited the area, walking over to where the scepter was being kept. "What's going on?"

"The scepter," Tony said. "On the way home I was wondering how that Strucker asshole had managed to get so inventive, and it occurred to me that the key wasn't the scepter itself, but the gem. It seems to work in a similar manner to the tesseract that caused so much trouble a few years ago."

"Uh huh," said Bruce cautiously. "The tesseract that nearly helped destroy all of New York? That one?"

Tony pursed his lips, scowling. "Here," he said, throwing a golden holographic schematic of JARVIS's operating matrix out next to where Bruce was standing. "This is JARVIS."

"Hello, Doctor," JARVIS said.

"JARVIS," answered Bruce.

"Now, at first JARVIS was just a virtual assistant, if you will," Tony said. "But now, he runs the Iron Legion, runs the Tower and the Compound, and he runs more of my company than anyone besides Pepper. He's top of the line."

"I suspect that's about to change," said JARVIS.

"Meet the competition," said Tony. Reaching towards the blue gem housed inside the scepter, Tony tossed its holographic schematic out, right next to JARVIS. As the matrix assumed its form, Tony felt the skin prickle along the back of his neck.

"Wow," Bruce said as he walked around the glowing blue structure, sparkling and firing and over twice the size of JARVIS's matrix. "It's beautiful!"

"What's it look like it's doing?" asked Tony.

"Like it's thinking!" replied Bruce. "This is incredible! I've never seen anything like this before. It looks like a mind!"

"I think that's exactly what it is," said Tony. "And I think Strucker was trying to use this… mind, hidden inside the gem, to power the robotics that they were building."

Bruce shot him a confused look. "Artificial intelligence?"

"Yep. I'd say our raid on that base was timed pretty well. They were knocking on the door, Bruce. They were nearly there. And if they'd succeeded, there's no telling what they could've done. They would've been damn near unstoppable."

"And… you're telling me this because…"

Tony inhaled a deep breath through his nose. "Bruce, this could be the key to creating Ultron."

"I thought Ultron was a fantasy, Tony," Bruce said, with a rather patronizing chuckle.

"Yesterday it was," Tony insisted. "But now, if we can harness this power, apply it to the Iron Legion protocol—"

"That's a pretty big 'if', Tony," Bruce replied. "I mean, this is far beyond anything we've ever seen, or even contemplated!"

"Yeah, and pretty much the whole reason for the Avengers to even exist is to take care of the 'ifs'," Tony retorted. "But what if we didn't have to anymore. What if the world was safe? What if you never had to worry about another Code Green?" Tony paused, his throat catching. "What if my son never had to worry about whether or not I was gonna come home again? And what if I never had to worry about the next Project Insight coming after him?"

"Tony—" Bruce started.

"You don't think that's worth something? You don't think it's worth being able to sleep at night, knowing you don't have to think about the next time the aliens come knocking at Earth's door? Or whether or not some sky cannon is gonna be targeting you the next time you make a coffee run?"

"Of course I do! It's just—"

"Whoa," came the awed voice of Peter as he entered the lab, his brown eyes wide as he studied the schematics in front of him. "That's so cool! What is it?"

"Um, ahh," stuttered Bruce.

"What's it look like to you, Pete?" asked Tony.

"Well…" Peter murmured, walking around the golden and blue matrices floating in the middle of the room. He pointed first to the golden one. "This one's JARVIS, but—"

"How'd you know that, Peter?" asked Bruce.

Peter bit his bottom lip, looking sheepish. "Um… because I've—"

"Pete's been known to tinker with JARVIS on his own from time to time," interrupted Tony, winking at Peter. "Right, Pete?"

"Uh huh," answered Peter, grinning shyly. "But I've never seen the blue one that looks like a brain before. Is that from the scepter?"

"Yep, it is," said Tony. He clapped a hand on Peter's shoulder, ignoring the wide-eyed look Bruce was throwing him. "Wanna help me and Bruce work on the interface for the Iron Legion?"

"Can I?" yelped Peter. "Oh, that sounds awesome!"

"Go set up your workstation," Tony said, squeezing Peter's shoulder. "Let's get started."

"Tony!" Bruce said in a loud whisper as Peter scurried over to his monitor, tapping it to life. "Are you sure about this? We haven't even discussed it with the rest of the team!"

"Absolutely," Tony said firmly. He jerked his head towards Peter. "Pete's sure. Look how excited he is. Besides, we don't have time for a committee meeting. We've only got the scepter for three days."

"Peter is twelve, Tony," Bruce said, raising an eyebrow. "Not that your kid isn't brilliant, but I'm not sure he completely understands what you're suggesting here."

"No, he might not," Tony admitted. He looked over at Peter, his innocent face scrunched in concentration, and Tony's hands clenched into fists. "But I do. I see a suit of armor around the world. So let's get started."

Because someone that lovable, and brilliant, should be protected at all costs, from any possible threat.

Shouldn't he?


They worked almost constantly for the next three days, trying various methods to interface the gem's complex matrix with Tony's Iron Legion protocol. Peter helped out when he wasn't at school or gymnastics, even coming up with several suggestions that neither Tony nor Bruce had previously thought of. And yet, to Tony's immense frustration, not even the collaboration of their three brilliant minds could seem to nail down the intricate programming required for the interface. As the time grew closer for the party, and Thor's imminent departure with the scepter, Tony grew more and more restless and agitated.

"Goddamnit!" Tony shouted as yet another interface simulation resulted in a cascade of blinking red lights across their holographic projections. "What are we missing?"

"Maybe it's just not compatible, Tony," Bruce said, stifling a yawn. He reached for his coffee cup, promptly missing his mouth as he attempted to take a sip, spilling coffee down the front of his white lab coat. "I mean, after three days of this I'm not exactly working at my best here, and—"

"But we're running out of time!" Tony snapped, shoving aside a pile of papers. His heart rate, already elevated from too much coffee and too little sleep, sped up even more. "Thor's leaving tomorrow!"

"Then it's not gonna work, Tony!" Bruce said firmly. "It's just not. We'll have to figure out some other way."

But there is no other way! Tony cried internally. "JARVIS," he said instead. "Tell Pete it's time to get dressed for the party."

"Master Peter is nearly ready, sir," answered JARVIS. "Might I suggest that you begin preparing for your guests as well?"

"Yeah, yeah," Tony grumbled. Maybe I can convince Thor to give us a few more days. I think we could get it with just a bit more time.

"Earth to Tony," said Bruce, already shutting down his workstation. "Are you there?"

"Yeah, big guy," Tony said softly. "I'm still here. JARVIS, keep running through the interface permutations. Maybe we'll get lucky."

"Very good, sir. And enjoy yourself."

"I always do, J."


Peter stood off to the side of the bar, watching as the groups of people mingled around, talking and laughing and carrying their various beverages. He'd always felt uncomfortable at large social gatherings, and even more so when said gathering was made up entirely of adults that his dad felt required to spend time talking and otherwise socializing with.

Sighing, Peter shifted on his feet, tugging on the tight collar of his dress shirt and wishing he could rip the tie from around his neck and throw it off the very top of the Tower. He'd never been the biggest fan of wearing suits, and in fact had nearly thrown an extremely childish tantrum after Dad told him about the party's dress code. But Dad had insisted that jeans and hoodies were not appropriate for the party's rather exclusive clientele, and that Peter could suck it up in a suit for just one evening.

Just one evening, Peter thought. More like just one evening of torturous boredom.

"Hey, Peter," said the voice of Sam Wilson, startling Peter as he came up to him from behind. James always did the same thing, and it never failed to make Peter's heart leap into his throat. What was it about all these military people that made them so quiet on their feet all the time?

"Hey, Sam," Peter replied, gulping. "Enjoying yourself?"

"Oh sure," answered Sam, not without a hint of sarcasm. He looked about as comfortable in his fancy clothes as Peter felt. "I'm always up for rubbing noses with the bigwigs. Know what I mean?"

Peter grinned, his shoulders relaxing slightly. He knew exactly what Sam meant. As much as Peter loved his dad, he still was very uncomfortable around most of Dad's wealthy contractors and work associates, which comprised most of the guest list for that evening.

"Where's Steve?" Peter asked, looking around for the tall Captain. "He's not hanging out with you?"

"Nah, not right now," Sam said, the corner of his mouth quirking into a smirk. "Natasha's been trying to flirt with him all night, but seeing as how Cap's still not quite used to the twenty-first century… he still doesn't quite get it. And I knew once I started getting embarrassed that it was time to hightail it outta there, ya know?"

"Oh!" Peter said, clapping his hand over his mouth, stifling a laugh. Somehow, Peter couldn't at all picture Steve Rogers trying to flirt. "Um…"

"Exactly," said Sam, chuckling. He jerked his head over in the direction of the recently vacated pool table. "So, you know how to play pool?"

"No, not really," replied Peter. "I mean, I've putzed around with it a few times, but I don't really know the rules."

"Well, c'mon then," said Sam. He clapped a hand on Peter's shoulder. "I'll teach you."

"Yeah, okay!" Peter said, smiling up at Sam. "Thanks!"

As they walked over to the pool table, Peter caught sight of Dad, standing over by one of the tables with Thor, James, and Maria Hill. James appeared to be telling them some kind of story as Dad looked up, winking at Peter.

"Watch out there, Falcon," Dad called over the din of the music and party conversation. "You teach that kid anything and ten minutes later he's kicking your ass."

"Yeah, yeah, we'll see about that," answered Sam with a cocky grin. "I'll have you know I was the champion of my Air Force pool league for three years straight back in the day."

"Back in the day, Sam," said Dad. "You said it, not me."

"Dad doesn't know how to play pool either," Peter said as Sam handed him a cue stick and a block of the blue chalk. "But that doesn't stop him from trash-talking, apparently."

"Well, now you'll be able to teach him," Sam replied as he arranged the nine colored balls inside the triangular thingy. "After I show you how it's done."

Unfortunately for Sam, Dad was right. Sam only had to demonstrate to Peter the rules for pool over one game before Peter's extensive knowledge and comprehension of physics and geometry enabled him to call nearly single shot from then on. The one shot he did miss came only when an old Army soldier—who appeared to have had way too much to drink—stumbled into the table as he was being helped out of the room, knocking Peter's aim off track.

"See?" Dad said proudly to Sam after the end of the third game. He flung his arm across Peter's shoulders, smiling widely. "Told ya."

"Yeah, yeah," Sam said graciously. "I guess us mere mortals just can't match up to all the geniuses around here."

"At least not to this one," Dad said, ruffling Peter's hair. Peter felt his cheeks flushing red, as they usually did when anyone gave him a compliment. "This one's gonna blow us all away one day. You just watch."

"I have no doubt," replies Sam. "But I think now I'm gonna go drown my sorrows in a beer. If you'll excuse me…"

"Sure thing, Falcon," Dad said. He turned to Peter once Sam was gone. "But, it is after midnight, young man. Time to head off to bed, I think."

Peter's heart gave a quick stutter and he swallowed hard, dropping his gaze to the polished floor. It was absolutely mortifying that something as simple as going to bed at night should be so scary, but yet it was. Peter desperately wanted to ask Dad to come with him, to tuck him in, but he knew he couldn't. There were still party guests here, lingering about, drinking and telling jokes and talking with Steve and the other Avengers. It would be rude for Dad to just abandon them to go and cuddle his kid to sleep.

Darn ill-timed business trip to India. If only Pepper were here. Then Dad could leave the party without looking like a poor host. But since she wasn't…

But besides all of that, Peter was twelve years old already, for heaven's sake. He should be able to fall asleep without being held by now. He wasn't a freaking baby anymore.

"Okay," Peter whispered. "I'll… um…"

"Give me thirty minutes, Pete," Dad said softly, patting the back of Peter's neck. "I should be able to kick the rest of the loiterers out by then. Okay?"

Relief washed over Peter, so strongly that his eyes filled with tears. "Thank you."

"Don't mention it, bud," said Dad. "Go on and get ready. I'll see you soon."

Waving goodnight to the rest of the team, Peter made his way down the hallway to his bedroom, loosening his tie as soon as the door closed behind him, tossing it in the general direction of the chair in the corner. He'd taken off his suit jacket back when he and Sam started playing pool, which meant it was still out in the living room somewhere.

Oh well. He could get it tomorrow. As far as Peter knew, the only plans that he and Dad had for tomorrow was to plunk themselves down on the couch with massive bowls of popcorn and watch movies all day. It had been so long since Dad had taken a day off, and Peter was really, really looking forward to it.

After a quick shower, Peter crawled into his bed, grabbing George and his glasses so he could read while he waited for Dad to show up. But a few minutes later, after Peter realized he'd read the same page at least three times, he set the book and his glasses aside and laid down.

It was late. Maybe he was more tired than he thought.

"JARVIS, can you please turn down the lights and turn on the rain sounds?" asked Peter, clutching George to his chest. It was the same thing Peter asked every night when it was time to sleep, and JARVIS always responded right away, with his usual polite, British verve.

Except for this time. This time, the only thing that greeted Peter's request was an eerie silence.

"JARVIS?" Peter asked again, pushing himself up on his elbow. "Can you please turn down the lights and turn on the rain sounds?"

Again, there was nothing. Through his closed bedroom door, Peter could still hear the muffled voices of the lingering party-goers, and a glance at his clock showed the time to be 12:45am. It hadn't been that long since he'd left the party.

What was going on?

"JARVIS?" Peter asked, his voice trembling a bit. "Is everything okay?"

When no answer came, Peter scrambled out of bed, jamming his glasses onto his face and throwing one of his hoodies on over his pajamas as he raced out of his bedroom. If something was wrong with JARVIS, Peter needed to tell Dad right away so they could get him fixed. JARVIS had a ton of very important functions, not the least of which was running security for both the Tower and the Compound.

As Peter slowly approached the living room, he paused as a horrible screeching noise came over the speakers of the apartment, like feedback from a badly tuned microphone. Peter immediately dropped down, holding his hands over his ears against the terrible sound, fighting the strong urge to scream when it stopped just as abruptly as it had started.

After counting to twenty Peter got to his feet, resuming his path to the living room when he heard heavy metal footsteps coming from the direction of Dad's lab, clanking against the hard wooden floor. Ducking behind the bar, Peter carefully peeked around the corner, the breath catching in his throat as he saw what appeared to be one of the Iron Legion automatic suits approaching his father and the rest of the Avengers. The suit appeared to be badly damaged, with its joints all bent out of shape and oil leaking from various parts, leaving a slimy trail across the floor.

"How could you be worthy?" the suit asked, its voice gravelly and ominous, nothing like JARVIS's friendly British lilt. It raised its arm, indicating the group of Avengers all sitting around one of the tables. "No. You need to be replaced. You're all killers."

"JARVIS," Peter heard his father say. "Reboot the Legion protocol, I think we've got a buggy suit."

"Dad," Peter croaked past his dry throat, his body frozen in place as the suit turned, its glowing eyes sweeping across the bar where Peter was hiding. Peter knew Dad had designed the Iron Legion suits to seek out hidden intruders, so it was very likely the suit knew Peter was there.

"Who sent you?" asked Thor. "Where did you come from?"

"Why don't you ask him?" replied the suit, pointing its bent arm towards Peter's father as Dad's voice came over the speakers.

"I see a suit of armor around the world."

"Ultron?" asked Bruce.

Oh no! Peter thought. Something went very badly wrong if this is Ultron!

"In the flesh," replied the suit. "Well, if you call this 'flesh'. I'd call it temporary at best. Tell you what. That'll be my first priority after I take care of all of you."

Ultron turned again, taking another stumbling step towards the table. "Had to kill that other guy. Sad. He was a good guy, he just got in the way."

"You killed someone?" Steve asked.

"Peter!" Dad yelled frantically. "JARVIS, where is Peter?!"

"Dad!" Peter cried, finally finding his voice. "He killed JARVIS!"

"Peter!" Dad screamed again. "Where are you?"

"Daddy!" yelled Peter, spotting one of the Iron Legion suits as it zoomed through one of the tall glass windows. "Duck!"

Dad immediately dropped to the floor, the Legion suit missing him by only a couple of inches as it flew across the room, aiming directly for Steve. Steve swung his foot, kicking up the table and sending it square into the suit. As its pieces scattered across the floor, the remaining five Iron Legion suits all flew into the room, aiming for the Avengers. Steve immediately pounced on one of them, trying to rip its head off as a second one veered off towards Natasha.

"Daddy, watch out!" cried Peter, watching through his fingers as Dad leaped up onto the top of the bar with an ice pick in one hand and proceeded to jump onto the back of a third Legionnaire.

"Falcon!" Dad shouted, stabbing the Legionnaire in the neck with the ice pick. He was trying to find the suit's hidden deactivation switch. "Get my kid outta here!"

"No!" screamed Peter, curling into a ball as Sam came towards him, hunched over to avoid the flying debris.

"C'mon, Peter," Sam said as his arms wrapped around Peter, dragging him to his feet. "Let's get you someplace else."

But before they could even move away from the bar, Steve's shield came flying across the room, landing right in the chest of the final Legionnaire and shattering it into pieces.

"Well, that was dramatic," Ultron said as he surveyed the damage around him. Peter could swear he almost sounded amused. "I'm sorry, I know you meant well. You just didn't have the right mindset going into it. Very rarely do choices made in abject fear turn out the way they should."

Huh? thought Peter. What the hell does that mean?

But no one had a chance to explain as Mjolnir came flying across the room towards Ultron, slamming him up against the wall. Peter's shoulders sagged in relief as Ultron's glowing blue eyes dimmed out and the suit went limp, collapsing into a heap on the floor. His relief was short-lived, however, when he saw the viewscreen above the bar light up, filling with bluish strings of code that disappeared just as fast as they'd arrived.

Ultron was using the internet to escape.

"Dad—" Peter started.

"Tony?" Steve barked, panting for breath with his shield in hand. "You did this? Without discussing it with the rest of us?"

"We didn't exactly have time for a committee meeting," Dad retorted. "Banner and I were on the clock."

"And so you decided to meddle with something you knew to be that powerful?" asked Steve. He looked shocked, and more angry than Peter had ever seen him.

"Like I said, we were on the—" said Dad.

"This isn't the time!" Thor snapped. "One of the Legionnaires flew off with the scepter. Now we have to retrieve it. Again."

"And Ultron's gone somewhere else," stated Peter. He pointed a shaking finger towards the viewscreen. "I saw his code leaving the Tower. He's… moved somewhere."

Silence greeted Peter's statement, until Dad shook his head, looking so sad and defeated that Peter wanted to cry. "Pete's right. Ultron's a program. It would make sense that he'd use the internet as an escape hatch."

"So… what do we do now?" asked Sam, his hand on Peter's shoulder.

"We gotta figure out a way to go after him," answered Steve.

"That's gonna be tough," said Bruce, looking up from a tablet. "Looks like Ultron's already wiped out all of our stuff." He tossed the tablet onto the bar. "All our work… it's all gone. He's deleted everything."

"All right," Dad said, his voice trembling. "First thing's first. Sam, I need you and Rhodey to get Peter up to the Compound ASAP. The Compound's got a locked-in, isolated intranet in case of emergency, so you guys should be okay once you're there. I'll get a hold of Pepper and have her join you as soon as she's able to get away."

Peter's heart started to thud, even as Sam's hand tightened on his shoulder. It was just like the Project Insight mess all over again. "No!" he cried. "Dad, please! Don't send me away again! I don't wanna go!"

Dad's head snapped up at Peter's words, his face the color of old slush in late winter. "Not now, Peter," he warned. "No arguments."

"But—!"

"C'mon, Peter," Sam said firmly, nodding towards James. "Let's get going."

"But I can help!" Peter pleaded. "Please, I wanna help! I worked on it too, maybe I messed up somehow."

"Peter," Dad said, crossing over to the bar. He gathered him into his arms, curling his fingers into Peter's hair. "It's okay, buddy. You didn't do anything wrong."

His words were meant to be comforting, but Peter knew better. Dad's entire body was trembling and his hands were cold as ice. Peter had never seen him this scared before.

"You can't know that!" Peter murmured into Dad's shoulder, tears stinging his eyes. "All of our code was mixed together!"

"Yes, I can," Dad whispered. "You're one of the smartest people I've ever seen, Pete. This wasn't your fault. Now. You know deleting a renegade program isn't the same thing as raiding a HYDRA base, so you don't need to worry about me. I'm gonna be fine."

"Promise?" Peter whimpered. He knew it was useless to argue, even if he knew without a doubt that Dad was lying through his teeth. There was no way he'd be this scared if Ultron was only a simple renegade program.

"I promise, bud. Go now. Go on with Sam and Rhodey, they'll take care of you."

"'Kay," Peter said, sniffing. "Just… be careful! Please?"

Dad's arms tightened around Peter, so tightly he couldn't breathe. "I always am, Peter."


As Sam hurried Peter out of the room, followed on their heels by Rhodey, Tony bit down hard on his bottom lip, fighting against the urge to drown himself with a bottle of Scotch or three, an urge he hadn't felt this strongly in years. He hadn't had more than a few social alcoholic drinks since that fateful night when he collected a tiny, seven-year-old, Iron-Man-mask-wearing Peter at the DSS office in Queens.

But now he wanted nothing more than to crawl into a hole somewhere with the remaining contents of the bar behind him, and drink himself into oblivion.

Of all the goddamn, idiotic, stupid things I've ever done, this hands down has got to be the worst.

Tony had no idea what had possessed him to allow JARVIS to continue running interface permutations without Tony or Bruce there to monitor the progress. Well, that wasn't quite true. Tony knew exactly why he'd allowed it. JARVIS had had plenty of experience running similar simulations, and he never made mistakes.

But Tony had never tasked him with something on this grand of a scale. Never when the end goal was sentience itself. It was Tony's desperation over possibly losing the scepter before Ultron was completed that had led him to such a questionable decision.

He just never thought it possible that Ultron's first action upon becoming sentient would be to attack and disable JARVIS, who was basically Peter's first line of defense behind Tony himself.

And by disabling JARVIS, Ultron—the program Tony had created to try and protect Peter—was now potentially the greatest danger that Peter had ever faced.

Because Ultron's goal—twisted and warped as it was—was to replace the Avengers. Replace Tony, replace their entire Avenger family.

And eventually, replace the entire race of humanity. In trying to protect Peter, Tony had created something whose ultimate goal was to destroy him.

"Tony," Steve said, startling Tony despite the gentleness in his voice. "Natasha, Clint, and Bruce are pulling some paper files from the SI archives. We need to work fast, before Ultron has too much of a chance to multiply."

"He's already multiplying," mumbled Tony. "That's why he used the net as an escape route. It's like Pete said; he can go anywhere, and be everywhere."

Steve pursed his lips. "Well, then I guess we better get started."


I'm really looking forward to what you guys think! Please don't hesitate to leave me a review! There's going to be some big things happening in the next chapter. ;)