Peter wasn't exactly sure what had happened, but he knew that for some reason, he had been aware of every waking moment in death. Or, uh, if it was death — he wasn't really sure. He'd been clinging to Mr. Stark for dear life, tears in his eyes and pain radiating through every fiber of his body like a thousand torturous blades under his skin. It was a feeling that had reduced him in age a good seven or eight years, back when he'd run to May over a skinned knee ('help, it hurts, I want May, May help me, Mr. Stark help me'). He'd fallen without legs beneath him, with Mr. Stark trying to keep him from toppling too violently, and then he looked up in helpless defeat at at an ugly orange sky, one that belonged to a planet with a history of indescribable loss. He would be joining its nameless, scattered graveyards.

He'd just been thinking, over and over: I'm sorry, I'm sorry Mr. Stark, I'm so sorry universe —

If he'd just been a little stronger, a little faster, a little smarter.

'I wanted you to be better.'

He tried to be. But nobody's better than Iron Man.

Tony Stark's stunned face had blurred into pitch darkness and the agonizing pain finally dimmed, and he found comfort in the inky blackness he drifted down in — for a short time, at least. The extremely temporary blackness. And then as he had been living within it, he'd considered the shortness of his life with unfair clarity.

It was strange, but he could remember his parent's faces so much more clearly, and Ben's voice was like an auditorium speaker right in his ears, all-encompassing. They were just clips from the past, slideshows of things that bled out of his head like a hemorrhage.

"If you actually cared," he'd hissed at Mr. Stark, "you'd be here!"

"You're not my father," he'd snapped at Ben, sitting beside him in the car, "Just back off and let me breathe for once!"

Floating in the vastness of the abyss, Peter had pressed his palms into his eyes — or at least he thinks he did, if the darkness would ease back for even a moment so he could have seen if he's even a person anymore — but no matter how hard he pressed down, nothing had hurt except for his heart, which seemed to infinitely break in the reels of film he'd found himself entangled in. His hands were sticky with blood from his uncle's prone figure. "With great power," his voice boomed, "comes the possibility of losing everything, in doing what's right — including your own life."

That isn't what he'd said to Peter, but it's what he heard now.

The slow growing cacophony of voices deep below him had at least distracted him from the terrible pangs of guilt, and he strained to make out each individual voice. It was impossible, though. Who were all those people down below...? He didn't... He didn't want to join them. It was too loud, too loud to his senses. He swam upward instead, or ascended — he wasn't really sure what to call this weightless feeling. As he floated like a body to the surface of an endless lake, he wondered where he was. He'd died. A lot of people had died, he thought; he hadn't felt those lives go — offline, for lack of a less morose term, but he had watched the Guardians, watched Dr. Strange... fade into nothing. As if they had never existed to begin with.

They were dead. They were dead.

Hopelessness made him ice cold all over, and he wrapped his arms around himself. Was this death, or was it a prison?

Was he being punished for something he'd done in this life? Or another?

"I wish you'd talk to me more," Aunt May said sadly, reverberating in the dark and tapering off into the nothingness. Like a dropped pebble skipping down a stony surface. "Peter, you have to talk to me. It's just me and you — you — you." Peter turned over and looked down below. There were no skyscrapers, but he swore he had been seeing lights flickering like stars, far, far away.

He put his hands over his ears, but he couldn't mute the sounds of pleading coming up from under him, bubbling beneath him.

"My hands turned to dust!"

"Where's my daughter?! Where am I!?"

"Steve?! No, no, I don't want to go back to that—"

"Mommy, I want my mommy!"

Spider-Man screamed from the inside of Peter's soul outward, wanting to be freed, wanting to swing down and scoop the disembodied voices into his arms so he could put them somewhere safe. But there was nowhere safe to go. They were all here in this dark, awful place, snuffed out and left abandoned in — purgatory?

"It's the stone," a voice said, and Peter's heart thudded violently in his chest at the familiarity (or whatever his heart is, if he was dead, if it was not really a body at all). He looked, really looked, and found Dr. Strange floating alongside him. "I believe we're in the stone. Dead in the physical world, but not lost here. It would create an instability too enormous to control, if trillions of souls were displaced at once— Peter, calm yourself."

A hand pressed over his heart. If there was even still a heart in him, somehow. He felt a beat through every fiber of him, though.

"I can't breathe," he gasped.

"You don't need to breathe, you're dead," Dr. Strange corrected patiently. Peter had been one step away from completely losing his mind, and yet Stephen Strange was eerily calm. Defiantly so. If there was some magic trick to it, Peter would have paid handsomely to learn it.

"How — how long do we have to do this," he asked at last, sweating. Or maybe he wasn't. Maybe he really couldn't do that anymore. Sweating. But he remembered what sweating felt like.

Stephen said, "Until the Avengers undo what's been done."

"I can't, I can't do this," he whispered hoarsely.

"You have little choice in the matter," and the stern voice softened near the end, a sympathetic period on a harsh sentence. "I'm sorry, kid."

"Are those — are all those stars...? "

"Souls? Yes."

Peter felt dizzy in the great expanse of nothing. Those were twinkling souls, billions and trillions of them, stretching as far as the eye could see. It was too much. It was so much, he wasn't sure how he was gonna be able to endure this much longer. Strange seemed to sense the panic pluming around Peter's soul as if an ink blot, or a drop of blood in a sink. In a way that didn't seem remotely like the man he had met just a day before, Strange reached out and wrapped his arms around Peter. Arms. Cool, they had arms. He's glad they still had arms.

The combination of their light had allowed Peter to finally see the outline of his own fingers where they clutched and twisted in the fabric of Stephen's cape, huddled around the two of them. Maybe it was childish (and he was more than a little embarrassed about it), but he couldn't help but cling to the doctor with the hope that he would have all the answers; he already seemed to have so many, and seemed so brave in the face of this impossibly big thing, and Peter had nearly forgotten how to be brave himself in the wake of this monsoon.

"Listen to me, Peter," Stephen said patiently, "It had to be done, but I swear to you — if you can hold on longer, it's possible that they'll win. That we'll win. I've seen it, in that single, crucial future. I'll have no memory of this place, and neither will anyone else, so you need to hang onto hope that we'll all be freed. It'll be like it never happened. Everyone will be alright."

"O-or we'll all be here forever and go crazy."

"I suppose that's extremely possible, too."

Peter laughed tiredly. "How're you dealing with this so well?"

"Practice. It's not the first time I'll been without a physical form. And it's not the first time I've endured a broken clock, so to speak."

After another moment of relishing the light of another living soul, Peter finally let go. There was a new ease that felt a little like courage. Dr. Strange had been relying on him to hang on, to not let it get to him, so that was what he was going to do. He breathed in and out deeply, and the world around him felt like it drew in, drew out, in uniform. "Where are the others...?"

"Far below." He looked down, looked back up. Peter could see the color of his eyes now. "Do you want to come with me, to find them?"

"No... No, it's too — it's too loud."

Strange's bright outline pulled away, and he kept one steadying hand against the dimmed line of Peter's shoulder.

"I need to help where I can, but I'll return shortly; stay here, alright?"

Peter nodded, and some time after Strange departed, he lost track of time, drifting further and further from the noisy world below. And while existing here was at first a torment, he'd found it easier and easier to endure. He just... had let himself float away. He drifted, further and further, all while finding solitude he wouldn't have on Titan — it was better than his body trying over and over to heal, breaking apart before coming together at a rate it could have never kept up with. A strange feeling of sleep crept over him. He embraced it.

"Hey, Pete," Quill's voice echoed.

"Mr. Spider!" Mantis called out.

"Man-Spider!"

"It's Spider-Man," Peter whispered, voice thready.

He fell upward, further and further.

It was far quieter, up there.

It was far less painful, up there.

The longer he drifted, the more he didn't want to come back down, and soon he had felt the warmth of somewhere safe on his cheeks — sunlight, like the kind you found during a picnic with the aunt and uncle you loved. Childish memories washed over him, like playing with plastic dinosaurs on the windowsill of his apartment window. He remembered being curled up on Saturday in May and Ben's bed, when they couldn't keep him out of it. He remembered how happy he'd been, when Ben replaced the Iron Man action figure he'd accidentally broken when he was playing.

He shrank smaller into himself, small enough to fit through the cracks. He kept hearing his name, like a song.

He forgot why he was falling in the first place.

When he woke up again —

Sunlight.

He didn't remember how he got there, exactly. He could have swore he had been waiting patiently for Aunt May and Uncle Ben to finish dinner — lasagna, lovely called spaghetti cake in the home. It had been a weekday, he thought, and he had a lot of homework to finish before Friday. Ben was still smart enough to do most of it with him. But his home, the apartment, it wasn't here — in fact, everything was blurry until he pawed around on the grass for his glasses and slipped them back over his button-like nose.

The place he stood was rolling with grains in the distance, golden and lush. The sky was a orange hue, a sunset. There was a lake nearby, and next to that, a strangely built kinda' gazebo. On the bench there a small girl covered her face with her hands, as if she'd wanted to just vanish; the thought, for some reason he couldn't quite place, made his stomach all queasy. He wasn't very used to speaking first, or being brave, especially without his Iron Man mask. He wore that to every doctor's appointment he'd had. People said he was getting way, way too old to act like such a little baby about that, but it made him feel invincible.

He walked over to the girl anyway, with or without it.

Closer, he realized her skin was green.

He said, "... Um. Hi, I'm Peter."

The small figure uncurled where she sat, dark eyes studying the curly-haired boy up and down as he studied her right the heck back. She was his age, at the very least — no older than eight or nine. He tried to decipher her, like she was a riddle: she had lots of hair that looked dyed at the ends, like a cool punk or a rock star kinda person; it looked like it would've been hard to brush, because there was so much of it. Her outfit didn't remind him of anything he'd seen in New York, even if it was a pretty colorful place already.

Her eyes were full of distrust, but that made sense. Stranger danger, and all that.

"... Are you okay?" Somewhere deep down, he felt this funny feeling, like — he just wanted to help her. Real bad. He wanted to help her be safe, because for some reason, she looked like that's all she wanted. He extended a hand that had been half-eaten by his own sleeve, holding his breath.

"... I am fine," she said. She placed her fern-green hand in his, and he breathed relief. "My name is Gamora."

"What're you doing here?" he asked, brow pinching.

"I'm... hiding," she mumbled. "From him."

"Him?"

She told him everything.

She told him about what her dad did to people, like it was some compassionate thing to do; after knowing how his own mom and dad died, he couldn't imagine someone killing someone else on purpose, inflicting that kinda' pain on another living soul. But Thanos wasn't really her dad, she'd said; he was a terrible, terrible person who did a lot of awful things. He killed her mom and stole her away, plucked her off her planet and pretended she was something he got to keep. Peter hated the thought that she'd be collected like that, as if she were just a rare Pokémon card, or something.

"What is a Pokéman?" she asked, legs crossed and hands fidgeting at her pants where they sat.

"Um, it's like... It's little monsters you catch in special balls, and you make them fight each other?"

"That sounds awful," she said, eyes wide and worried, and he quickly held his hands up.

"Nonono, it's not real! Don't worry. It's just made up for the card game, that's all. And only crappy trainers treat them really badly, too. I'm not a bad trainer like that." He was not, it was a fact. He'd named all his pocket monsters after superheroes like Iron Man and Captain America. Gamora continued to frown, but she seemed a little less disturbed. He pushed up on his glasses, sighing. "Anyways, um. I'm — I'm sorry... about what happened to you. That sounds... bad."

He could've said that better, he thought. But she shook her head, not wanting to linger on it. Maybe she didn't want pity.

"What about you?" she asked, "Why are you here?"

The million dollar question. He bit his index finger knuckle, trying to remember.

"... I don't know. I was with my aunt and uncle, and..."

"Will you tell me about them?" she asked, maybe hopeful for any kind of conversation that wasn't about her father. She had seemed so eager to learn, he couldn't help but give in almost immediately to the request.

"S-sure, yeah. I can tell you about anything you want."

That was when Peter Parker made his first real friend.

He couldn't wait to tell May about it.

Peter had lost track of all the days that passed by, locked away in that pretty sunset world.

He and Gamora slept in the grass after they ate funny-shaped fruit from her homeland trees, but time didn't seem to change any, no matter how many times they woke up and went back to sleep. It had left a lot of time for talking to each other, learning all kinds of things he didn't think was possible. She told him about outer space and how there were aliens as far as you could dream, and not at all just the bad kind that would try to destroy people's homes. She taught him some stuff about the Zehoberei and teased him a lot about all the things he couldn't do, like catching fish or running over hilltops.

He was never very good at sporty stuff.

He tried to do a cartwheel like her, talking as he struggled over and over.

"I like... building things more... I made — my uncle a roomba once," he said proudly, before flopping over. He rubbed a red jacket sleeve over his nose, sniffling. Maybe allergies. He had a lot of weird allergies like that. "It was a junior robotics kit, so it was baby stuff, but it really worked."

Gamora looked gravely at him again, unfitting for her question: "... What's a roomba?"

"I'll tell you that as soon as you tell me what a zibuthlog is," he grinned.

"It's a ziborthhog, and it's funnier if you don't know."

Flipping onto her stomach, Gamora plucked up grass from the ground, waiting for him to finish sulking about the elusive ziborthhog. Her smile faded as her mind drifted to other places, and he could see the change in atmosphere to the clouds in her head in real time. "... Peter, do you ever feel like there's something you're... supposed to know? Something you're supposed to remember? People you should..."

She trailed off as Peter's eyes shut in thought, lips relaxing from their pout.

When he closed his eyes, it felt familiar. The dark. "... All the time, yeah."

He always felt like there was something he should remember.

Something...

... Something...

He decided that if there was something that important to know, that something would have to find him first. He was tired of thinking too hard about it.

And that was that.

They eventually fell asleep in the grass, like they always did when weariness took over, since the sky was never a clear indication of when was a good time. In the darkness of sleep, Peter saw billions and trillions of little lights — little stars. They pulsed behind his eyes, over and over and over, the voices growing, growing, growing — familiar voices, asking where he was, wondering where he'd gone. Not Aunt May, not Uncle Ben, not Mom or Dad. Then he dreamed about spiders for some reason: wriggly, scary spiders, the kind that have marks on their back, so you knew they were bad news. They crawled all over him, and then — and then they bit him.

And pain radiated all over, so intense he just wanted it all to be over. He wanted Iron Man to save him.

He shot up suddenly from the nightmare, breathing hard —

And found himself staring at something huge and humanoid and blurry in the grass in front of him.

Pawing for his glasses, he clumsily pushed them back on, and the orange-tinted world refocused. The kneeling man who faced him so suddenly was too big to be a normal human, his arm as huge as Peter's entire body was. And... and the other arm was gone, blood pouring onto the grass instead. Peter couldn't help but cry out in surprise, scrabbling back. Blood was everywhere. The man was panting, eyes fluttering.

"Ga... mora..." he rasped, lungs bubbling.

Thanos, Peter thought.

Gamora had awoken to Peter's gasp a moment late, and sat frozen near Peter as Thanos started a slow, wilting crawl toward the two children. Even as young as he was, Peter knew the alien didn't actually care about him being there; he wanted Gamora, desperate for someone to recognize him in that moment, and he held out his shaking, dripping hand for her to take. She looked scared, torn, like she wasn't sure what to do. Thanos kept weakly chanting for her, bidding her to obey, and it made Peter think that if she listened and took his hand, he may never see her again.

Peter lunged forward and wrapped his arms around her, encompassing her as he nudged them backwards, further away from the dying man. Gamora peered out from under Peter's arm and chin, her ear smashed to his chest, where his heart pitter-pattered wildly. Peter's untied shoelace dragged as he kept them at a distance.

"Get away from her," Peter said, crawling them both backwards for every inch Thanos managed, staring fiercely into the man's eyes. Whatever was in them, he didn't know, couldn't read them. But what he did know was this: whatever happened out there, one thing was certain in Peter's mind: Tony Stark and the Avengers kicked his ass — would never have rested until they did. Thanos was a bad guy, and like all bad guys, he had lost.

The villain's mouth parted weakly, but there was nothing more to be said. The final thing he would ever see was Spider-Man, his metal spider limbs curling in the air protectively while he defiantly watched him from over little Gamora's head. Daring him to try anything, with that dying breath.

Beaten and bloody and without a single person by his side, like a great mountain, Thanos fell to the ground.

Dead.

It took very little time for his body to crumple, deteriorating into ash and drifting away on the warm winds. All the while, Peter sat there stunned, clutching Gamora tightly with gloved, iron hands — but not nearly as tightly as she clutched him back, her grip so strong it would have definitely bruised him in another world, another time. He closed his eyes and remained quiet in her company for what felt like forever, sinking with relief. When he finally pulled back from her, he found a Guardian of the Galaxy staring back in shock, muscled and scarred, very little left of the child he had just cartwheeled with. Memories had broken through the great dam in their minds, and suddenly, everything made sense. They remembered.

And everything hurt.

But Thanos was dead, and even if this place wasn't real, somehow he knew. He was dead.

They won. Somewhere out there in the galaxy, they won.

Here they were, lost, and yet... it all had to count for something, right?

"It's... It's okay to cry," he stuttered, when he realized she'd been battling with tears that twinkled in her eyes. He swallowed hard himself, and tried for a self-deprecating smile when she didn't move a muscle. "I'm a big crybaby, so you know you can trust me on that one. I cried at the end of Toy Story 3, like, all snot, hard crying—" He nearly toppled over when she dragged Spider-Man — Peter Parker — into a hug that nearly broke his back. Or felt like it, anyway. The sound he made was undignified.

"Just stop talking," she roughly managed. "Why are all Peters such ramble-mouths?"

"Well, as long as I'm... not a ziborthhog..."

He and his new-old friend sat on the grassy hill — her homeland's ghost — and wondered what would come next.