They spend the day at each other's side; he shows her the ropes of Midtown Science High with an awkward sort of charm. By the end of the day, gone is the stunted, hesitant manner that she talked to him with yesterday. She's thinking that she could get used to this after all. Which, Lee thinks, is as much a bad thing as it is a good thing. Because when she finally manages to deliver Peter to S.H.I.E.L.D., she's taking her tuition money from Tony and catching the first bus to Boston. She can't stick around with him, especially since, if he finds out about her part in this, he probably won't want her around anyway. The blowup that will eventually ensue could be disastrous. This realization knocks her into an ethical dilemma, which nearly ruins her lunch. Is it better to enjoy herself, to get attached? Or will she be safer holding him at arm's length?

The point is moot because, by the end of the day, she knows she isn't able to hold him at a distance. Because her smiles aren't fake, and they're walking too close together in an empty hallway after the final bell when she hears a subtle click beside her. She looks over at Peter, who is half a pace behind her, looking at the digital screen displaying the image he just took. She stops and turns.

"What are you doing?" She asks, instantly suspicious.

Peter's eyes widen and he looks up from his camera. He knows he's been caught and instantly tries to cover his tracks, knowing all the while that it's a fruitless endeavor.

"Oh, I was just-" He begins.

But Lee cuts him off, pointing at the camera. She's torn between flattery and annoyance, but not annoyance at him, really. After all, this really isn't his fault, her current situation. A picture is evidence. A picture is a paper trail. A picture is fingerprints and she knows that she needs to try and leave none of those behind if she's going to make a clean getaway once Tony's signed her tuition check. It's a struggle, tugging at either end of her chest with meaty grips.

"Did you just take a picture of me?" She asks, her eyes crinkling from the questioning smile she's flashing.

Butterflies are tickling her stomach and it's frustrating. This must be what it's like to be happy with another person's company. It's a new sensation.

"Well, I was just-" Peter attempts again.

Butterflies can be a tricky feeling, though, because they can make a person do funny sorts of things. Lee takes a step toward Peter, and with a quick motion of her fingers, waves that she wants the offending object.

"Give it here," she teases, quirking an eyebrow.

Peter turns, even as Lee reaches over his shoulder in a vain attempt to grab at it.

"No! It's a good picture! I wanna keep it!" He protests, laughing.

He tries to shove the camera into his jacket, walking in circles as he tries to pry her off of him.

"Give it over, Peter!" She calls again.

They're a sight to see. Two teenagers in a high school hallway, fighting over a picture. It's almost dance-like in nature, their playful spins as she paws for the device and he struggles to evade.

"No!" He shouts through laughter.

But it's a declaration that goes unheard. With a little jump and a quick grab, Lee holds the camera over her head in victory, breathing a little heavier from the laughter and the leaping.

"Ha!" she crows, before turning the camera on him, walking backwards as she clicks with glee, "Let's see how you like it."

Her first act is to delete the picture. It's actually a good photograph of her; her face is turned just slightly enough so that he catches her features within the frame. She presses erase, but feels a pang as it goes. Then, she holds the viewfinder up to her eyes and watches as Peter pursues her, holding his hand in front his face, desperately trying to keep himself out of the frame. But his handsome features and tender smile hit her square in the chest, caught forever by the digital pixels inside the camera.

"Lee!" He objects with a groan.

Her fingers act of their own accord, turning the flash on now, just to spite him. Snap. Snap. Snap.

"Take that," Lee cries.

A bright pop of light signals another snapshot, and then another.

"Can I have it back, please?" He asks.

He's right up on her now, the only image in the lens finder is his nose. Lee pretends to contemplate it for a moment before shaking her head. They're unbearably close, the only thing separating them the piece of machinery in her hands.

"I don't think so," she says, magnanimous and grand.

Lee's finger is just about to come down on the shutter button one final time, when from behind her she hears the clack-clack of boots, and a kind voice call out a name.

"Peter!"

The sound of the voice sends Lee standing up right in the direction of the shout, the camera folding at her side like a guilty weapon. Peter stands beside her, his mouth slightly open, as if the surprise of this person is enough to send him into shell-shock. The face is vaguely familiar, Lee thinks to herself, flipping back through the day as she attempts to find this girl in her memory. Oh, right. Physics. That's where she knows her. She sat across the aisle from her and Peter, at a lab table with an equally pretty redhead. This girl, blonde and beautiful, takes in Lee from head to toe, and measures her at an angle in her mind. Lee doesn't find anything offensive or affronting about this near stranger; there's just a quiet kind of concern, though for what or whom, Lee couldn't even begin to guess.

"Oh, Gwen," Peter says, a level of discomfort evident in every syllable he manages to croak out; he turns and motions to the girl beside him, "Ah- This is-"

And even as she feels Peter's discomfort choking her, Lee extends her hand, a polite smile evident on her lips; if she would leave Peter to finish that sentence, they could have been here all day waiting. The other girl's smile is genuine, which is both comforting and disconcerting as far as Lee is concerned.

"Lee McCarthy. Nice to meet you," she says.

Their hands meet in a shake and Gwen's response is enthusiastic and warm. Realization cracks over Lee's head like a cold, raw egg. This is Gwen Stacy. Peter's file has pages and pages on her. Her father is the one that died in that crazy biological attack... Lee's heart sinks to her feet, but she recovers quickly.

"Gwen Stacy," she introduces before releasing the other girl's hand, "Lee McCarthy...That name sounds familiar."

Oh, shit. Oh, shit. Gwen is in AP Physics with her...What if she heard about the government contract or the MIT early admission or... Lee struggles to maintain her composure, remembering an excuse that Bruce taught her, thinking it might come in useful if anyone were to recognize the name. With a breath of indifference, Tony Stark's daughter shrugs and covers her tracks as best as she can.

"I think there's an actress who has it or something," she placates, remembering the script she's been taught.

Gwen doesn't think that is the case, but nods in acceptance anyway. The name does sound familiar, but Lee McCarthy is an odd celebrity name to forget...Pushing it to the side for the moment, Gwen tilts her head and turns her attention to the young man currently attempting to understand what in the Hell is going on here. Gwen hasn't spoken to him in...What seems like forever now, though it's really only been a few months in reality.

"Oh. Yeah, sure," Gwen says, sweet and complicit before looking at the young Parker, "Can I talk to you for a second, Peter?"

This is not a conversation that Peter wants to have right now. Not when things are just starting to look up for him after what happened with Doctor Connors. Not that he thinks Gwen would try and ruin anything for him, or mess up his newfound, if early staged, happiness. But if it's a conversation about he and Gwen together, then now doesn't feel like the right time. No time feels like the right time, if he's being completely honest. He gives her a disappointed cluck of his teeth before pointing down the hall.

"I was just gonna walk Lee home-" He starts.

There's something in the air that's telling Lee that this is her time to exit. She slides easily in between his words, giving a half-hearted nod before shaking her head at him. And, besides, it's a much easier way of getting rid of him before she has to go home. Lee can't very well let him bring her back to the Avengers Tower. This is as good an excuse as any to separate from him.

"No. It's alright. I'm a big girl," she jokes before turning to the blonde, "It was nice to meet you, Gwen."

The other girl gives a little wave and holds her books a little tighter across her chest.

"Yeah. You too. Hey, you were really good in Physics today. We should get coffee sometime."

Peter feels a bundle of nerves fill his chest and he nods, brittle sarcasm filing the retort he spits under his breath.

"Oh, yeah, that'd be great," he mutters.

It's an easy offer of friendship, something foreign to Lee. So, she just accepts, not knowing what else to do with herself.

"Sure. See you later," she says with a little wave before taking off down the hall.

What happens next isn't something that Lee is particularly proud of. After all, it is the slightest bit creepy and stalker-ish to duck behind a corner, hidden from sight, and listen in on a guy talk to a girl with whom he has an obvious romantic connection. But, S.H.I.E.L.D. has given her clearance for a thing like this. And it is the only perk of this job, so Lee decides to take advantage of the little freedom she is afforded. Pressing herself against the wall of the first turn off of this hallway and into the next, she listens around the corner to their conversation.

"Who's that?" She hears the voice of Gwen ask.

There it is again. Not malice, not contempt, not jealousy. But concern. It strikes a chord somewhere deep in Lee's stomach, and she isn't entirely sure where it is coming from or what song it intends to play. Peter's feet shuffle on the cheap floor tiling and he responds easily.

"Lee McCarthy. She's new."

Silence stretches out for a long moment; hesitation is thick in the air. Lee is almost ready to call it quits, to stop straining to hear something that could be useful, when Gwen asks another one of her concerned questions.

"And you're just showing her around?"

She can almost hear Peter nod and shrug.

"Why? Why does it matter to you?"

The question of Peter's response isn't defensive or angry, just a little hurt, and Lee knows, disappointedly, that she is going to leave this spying session with more questions that results. Gwen struggles to find her next sentence, but when she finally happens upon it, her tone is pointed, and Lee finally understands the unease she's heard in the other girl's voice.

"Peter, you are-" her voice dips down to a quiet murmur that Lee struggles to hear, "You are a super-hero who goes around the city catching bad guys while wearing tights. Are you really going to drag another person down there with you?"

Another person? Lee wonders blindly at the implications of what Gwen Stacy has just revealed. Of course, Lee knows what happened between them. It's in the file. But...still. The fear in Gwen's voice is cutting.

"I know what I'm doing. We're just friends," the young man retorts.

If there was any doubt that Gwen cares for Peter, at least carries some sort of sentiment for him, the tender care that saturates her goodbye is answer enough to erase that curiosity. But, more than that, there's a pride of sacrifice, a pride of duty, that hangs in her words, as if she must warn him before it's too late, before Peter hurts someone else.

"Just be careful, okay? Just...Don't make the same mistake twice."


It's three in the morning and Tony Stark's daughter is not in her bed. He knows this information because he went to check. He was wide awake at three in the morning, the bed empty because Pepper was called back to California earlier that night, and thought he might see if anyone else is awake. Banner was knocked out. Steve was asleep. Natasha was awake, but no help at all ("Do I look like I'm in the mood right now, Stark?"). Tony wasn't even going to attempt to see Barton. That's a disaster waiting to happen. So, he goes to the young woman's door and knocks. She's his daughter; it stands to reason that their shared genes might share similar sleep patterns. Not that he necessarily wants to have a late-night chat with his daughter. But he can send her out for snacks; he's too famous to go on a McDonald's run at this or any other hour.

When he receives no answer to his knock, he cracks the door of her bedroom open. No one's about. The bed is made, the lamps on, but the top light and fan off. Interesting. Tony lifts his wrist up and speaks into his watch.

"J.A.R.V.I.S., locate Lee McCarthy."

No, he hasn't put a tracking chip in his daughter. At least, not yet, though they might head in that direction if it comes to it. But J.A.R.V.I.S.' advanced operating system can detect people within this building. It's all to do with thermal coding and heat signatures. Easy enough.

"One moment, please," comes the reply.

It isn't even a moment later when she is located.

"Miss McCarthy is in basement storage unit 417-A."

Tony's confusion registers without his permission, leaving her room in search of the freight elevator that will take him down to the basement.

"What's that?" he asks.

J.A.R.V.I.S.' response is quick and cool as Tony's steps resound in the quiet hallways of Avengers Tower. Tony has a feeling of what storage unit 417-A contains, but he hopes that it isn't true.

"It's where your last remaining suit is stored."

Of course it is. Tony rolls his eyes.

"Yeah," Tony groans, pressing the call button on the elevator, "That sounds about right."


The sight that greets him when the enters the frigid and poorly lit storage unit is almost comical. In a corner, Lee is sitting against a wall, completely oblivious to his presence. Pencil clenched between her teeth, wrench in her left hand, she furrows her brow down at something. Tony follows her eyeline, and realizes that she has somehow managed to get the armor on her body. Not the entire armor, just the right hand implement up to the elbow, but still, it's enough to jar him. The rest of the suit hangs in place on the wall, lifeless and still. Scattered around her, papering the floor, is a coating of schematics and scratch sheets of paper, covered in equations and sketches that she's been pouring over for the last few hours. Heavy bags hang under her eyes, but they are so intensely focused that they're more alive and alert than he's ever seen them. She brings her left hand up to the metal of the wrist and fidgets with a screw that she's convinced is the armor's problem.

"What the fuck are you doing down here?" Tony snaps.

Lee doesn't jump out of her skin. The pencil merely falls from her mouth and she looks up at her father. Taking a deep breath into her lungs, she acts as calm and collected as anyone ever has, shrugging as if the question is ridiculous, even though the man in the door is currently staring at her very much doing something.

"Nothing," she says, easily.

Tony purses his lips and decides that it's three in the morning and he's allowed to be a bit of an asshole.

"Right. Okay," he says before cheerily intoning, "Thrust capacitors on."

An acceleration pulls Lee from the end of her hand, the light on her palm finally activating after hours of tinkering. It isn't enough to hurt her or even drag her anywhere, just enough to give her a bit of a scare. The suit is, after all, broken, and its power is significantly less than it ever has been before.

"Thrust capacitors off."

Lee's left hand drops the wrench, letting it clatter to the floor before her it shoots up to her right shoulder. She rubs it in circles, a dull ache forming there from the sudden tug on her body.

"What was that for?" She barks, her eyes hurt.

Tony shrugs, ever the adult.

"For taking my stuff," He quips.

Back slumping against the wall behind her, Lee's expression turns forlorn, defeated. Her chin tilts down toward her chest and she uses her free hand to quietly slip out of the small amount of armor she managed to get on. She didn't know the damn thing was voice activated. Her research never told her that.

"I was just trying to see if I could get it to work," she mutters.

For the first time since she came down here, she feels the weight of her exhaustion creep up on her. God, she's tired. After her first day at school and the walk home, a discussion with Doctor Banner about the implausibility of the science of Star Wars, and now four hours of tinkering with the Iron Man suit, she feels herself sink.

"I can see that. I was wondering how long it would take you to find this old heap of junk," Tony tuts.

Finally, Lee shimmies out of the red-plated glove, stretching her fingers this way and that to return feeling to them. The suit seized up on her, not even having the power to clench and unclench the fist without the command of its master.

"You could fix it," she offers, knowing the answer already.

Her father shakes his head and leans against a storage chest.

"I'm done with that part of my life. Turned pages. Chased waterfalls. All that sentimental shit," he says.

Lee returns the armor to its place, rubbing her sore and raw knuckles, hoping on hope that they don't make permanent marks. She isn't sure how she could explain something like that to Peter.

"You've got a way with words," she scoffs.

"You had to learn it from somewhere, didn't you?"

"Yep. Old movies and Star Trek episodes. Definitely not from you," she smirks.

She stands with the doors to the suit's containment case and stares at it in all of its broken, nearly defective glory. It's a beautiful piece of machinery.

"Just put that thing away," Tony says, motioning toward the doors of the case.

Lee knows that she isn't in any position to be asking favors, but the question is just too delicious to not ask.

"Can I have it?" She asks, her eyes gleaming in spite of the exhaustion wracking her body.

Tony's response is immediate and it is with a sad feeling that he realizes that he will not be getting the McDonald's he was hoping for tonight. Well, this morning.

"No," he snaps.

He doesn't want to look at the way she stares up at the suit as though it's some sort of revelation, some sort of masterpiece, and he certainly doesn't want to see her disappointment at his cold dismissal of her request. The light evaporates from her eyes. So, he changes the subject, reaching into his pocket for an orange envelope that he's had tucked in there since about noon.

"Look, we got you an apartment so you don't have to keep making excuses to Parker."

Lee freezes.

"What?"

The orange envelope passes hands from the father to his daughter. She holds it in her hands like a body bag.

"This is your key. It's on 57th and 2nd. 1094, I think," Tony supplies.

It takes so much for Lee to muster up gratitude, when all she wants to do is let tears fall freely from her eyes and scream until her throat is raw that nothing is fair. The only reason she took this job, the only reason she agreed to this whole goddamn thing, was to get closer to Tony. And now, he's getting rid of her like she's a bag of garbage ready to be thrown onto the curb. He doesn't want her around. He's sequestering her to a building in across town from him. Lee's jaw tightens and she nods, taking the key out and examining it before clenching it in her palm. The jagged edge digs into her skin and it helps keep her grounded.

"Thanks," she says, not trusting herself to say anything else at all.

This afternoon, Tony spent his time reading up on the files that J.A.R.V.I.S. uncovered about her; Bruce wanted to read through them, and Tony wanted the chance to redact any information that he didn't want the other man seeing.

"I was reading today about your weapons contract. Drone operating systems? What's that about?" Tony asks.

Lee clears her throat in an attempt to huff the sound of emotion from her voice. She blinks rapidly and hopes that her father doesn't see. To distract herself, she shuffles over to the nest she made on the floor and begins to scoop up the stacks of papers that she left there.

"It was basically a flight simulator. Fighter pilots sit inside and control the drone from it, feeling and seeing everything in real time. It played on the urgency of a pilot inside the cockpit," she explains.

That is a vast oversimplification, but it's in the past now. Her patented ideas locked away somewhere where not even the NSA could get to them. It isn't a part of her life that she's particularly proud of. Selling off weapons systems to win her absent father's affections. Yeah. Right. As if that would have worked.

"Impressive. Why'd you back out at the last minute? You'd've been set for life," Tony asks, crossing his arms across his chest.

He's read all of her interviews on the subject, read all of the files that J.A.R.V.I.S. managed to find. But this was a question she never quite answered. Now, her voice is quiet and her answer piercing.

"Stark Industries stopped making weapons. And so did I."

Those few words bring Tony back to the night he picked her up from that squalid apartment in Dallas. He asked her how she got from MIT early freshman to a roach motel of a home. She looked him in the eye and told him that her reasons were the same as his. Terrorists. And now, he understands. She did it out of solidarity with a father who didn't even know her name. It's a blow that the man doesn't fully rebound from.

"Just... Be careful, kid. With this Peter Parker thing," he intones.

She picks up the last of her papers and gives an answer that is fueled by the pain throbbing in her chest. Heading for the door, she does not even give her father a second glance.

"Why? If I don't come home, it's one less problem for you, isn't it?"

And she leaves him behind, in a closet full of mementoes of a super-hero gone by.


I know it's been forever and I'm so sorry! But now it's the summer and I will be updating regularly! Please leave me a review and let me know what you think!