Peter shuffled into the lunge room, rubbing his eyes sleepily. After the flight back from Iraq, he'd been completely drained, so after he took a quick shower, he jumped under his warm, comforting covers and drifted off into a blissful sleep. Twenty-eight hours later, he woke up, feeling sore and irritable.

As he stumbled into the lounge, his stomach growling, something caught his eye. Strains of red, white and blue immediately drew in his attention, making every ounce of sleepiness flow out of him.

What the . . .?

"Hello Peter," Vision called out as he phased through the wall.

The android was wearing a dark green polo shirt and brown dress slacks. He looked slightly troubled, which surprised Peter because Vision rarely showed any emotion.

"Uh, hi Vision."

They both turned the splash of color that caught Peter's eye. Both Vision and Peter's jaws dropped.

"How'd he get that?" Peter asked, looking up at the android.

"I do not know," Vision replied, placing a hand tenderly on the teenager's shoulder.

Bolted onto the wall in a glass display case was Captain America's shield. It was dented and dirty, but there it was . . . Peter's stomach flip flopped, and a surge of nausea hit his stomach.

"Oh my god . . ."

Peter stumbled over to the couch and flopped down. Vision followed him, quietly observing the young boy. As Peter's chest rose and fell with his heavy breath, Vision sat down across from him.

"Are you alright?" Vision asked, concern for peter filling his chest.

"Do we even know where Captain America is?"

Vision shook his head reluctantly, and quickly started trying to construct some comforting words for Peter.

"Why are you taking this so hard, Peter?"

Peter sighed, his eyes getting bleary from the tears forming in them.

"Well—uh—today is the one year anniversary of my Uncle Ben's death, and knowing that the—uh— I don't know why the shield made me start acting like this—I—I'm so sorry!"

Vision was taken aback by Peter's statement.

"Peter, I did not know about your Uncle. I am very sorry."

"Oh—um—it's okay. Oh my god, I can't believe I'm crying!"

Peter frantically started drying his eyes, and started breathing slowly in order to stop the sobs cooped up in his chest from pouring out. Vision quietly observed him even more, trying to register the emotions into his personal emotion dictionary. Oh, sometimes he longed to be able to feel things as deeply as a human, but watching Peter desperately try to hold back wracking sobs made him reconsider what he truly desired.

Peter's heart thumped dully in his chest as he finally started to calm down. He glanced up at the shield displayed prominently on the wall. Peter imagined the number of people that shield had saved with each powerful throw. Quite honestly, it paled in comparison to how many lives Peter had saved. God, he wanted to do more! He wanted the U.N. to give out ore missions so he could really lend a hand to stop the world from spinning vastly off course.

His world had spun off course when Uncle Ben was murdered. Memories spun around in his head, bringing back all the pain he felt one year ago. An image of his limp, bleeding body on the side walk. He could still hear the loud, shrill screams that escaped his mouth when he sprinted towards his Uncle's collapsing figure. He remembered putting his hand over the wound, trying to cover it up and make the bleeding stop. At this time, he knew he had powers; he knew he could've stopped this. Uncle Ben was one of his biggest inspirations . . . He was just a normal man who lead a normal life. Well, not very normal. Although he lived a fairly unremarkable, he was actually quite extraordinary. He was beyond sacrificial and loving; he gave up so much for a child that wasn't his own. Uncle Ben held a place in his heart. Uncle Ben was his hero.

"I miss him."

Vison walked over to where Peter was sitting, and put an arm around his shoulder. As Peter leaned on the android, a thought lit up in his mind.

"Oh my god! Aunt May . . . she's—she's all alone!"

He bit his lip, trying to block out all the sobs that were building up in his throat.

Oh god, don't cry Parker! Don't cry!

"Oh, Peter. Please do not be so upset. I am sure you can go visit your Aunt May. She surely needs it."

Peter nodded, whiping his nose on his sleeve.

XxXxXxXxXxXxXxXxXxXxXxXxXxX

It was raining . . . Of course it was. As he trampled over the wet, muddy graveyard to reach his Uncle Ben's tombstone, Peter's mind traveled him back to some of his favorite memories. An image of Uncle Ben teaching him how to ride a bike flew into his head. He laughed silently, remembering how many times he fell down during that escapade. They worked on riding that bike for hours, and finally, after many bumps and bruises, Peter had been able to glide down the street without toppling over. He remembered Uncle Ben cheering as Peter peddled back to him with a big, goofy smile on his face.

When he reached the gravestone, Peter grimaced. It was tiny. Peter remembered pleading with Aunt May, begging her to let him pay for a nice tombstone with his savings. Aunt May had scolded him and said that he should save his money for college because that is what Uncle Ben would've wanted. Peter could almost feel the hot tears that had poured down his face when Aunt May had told him that. She then gave him a big hug, saying that Uncle Ben didn't need a fancy tombstone to be remembered because he'd always be alive in Peter's heart. Every once and awhile, Peter would touch his chest, right where his heart was and feel its consistent beat. Of course he knew Uncle Ben wasn't actually in his heart, but when he felt his own heart beat soundly, he liked to imagine it was beating for Uncle Ben as well as him.

After Uncle Ben died and Tony Stark came knocking on his door, Peter imagined the eccentric billionaire taking his place. Sure, Tony could never be Uncle Ben, but he sure as hell needed someone to help him through this whole superhero thing. Peter often considered whether he would've told his beloved uncle about his powers if he'd lived longer, and after thinking over it for several nights, he decided he would have. Uncle Ben was kind and selfless; Uncle Ben was the strongest man he knew.

When Peter joined the Avengers, he was thrilled to be a part of something that helped so many people. He was also ecstatic to get to know the infamous Tony Stark, one of his biggest idols. Before he joined the Avengers official and helped them out during the Civil War, Tony had spoiled the young hero with a special suit, lots of amazing food from his gourmet chef, and access to all the coolest and newest tech in the world. However, after the Accords were signed, Tony changed. Sure, he let Peter join but he was rarely pleasant or comforting as Peter had hoped. He often was grouchy and irritable, and when he was in a good mood, it seldom lasted long. Tony wasn't impressed with Peter anymore, something that Peter hated despite the fact he'd never say it out loud. He wanted someone to affirm him, and tell him that he was talented, unique, and that he was going to change the world. That wasn't the Tony Stark Peter knew now . . . This new Tony Stark left Peter disappointed and scared.

"Uh—hi Uncle Ben. What's up?" Peter whispered.

Nothing.

"I know you can't respond or anything, but I want you to know that I miss you—a lot. I lost my dad—you—and then someone came into my life who I thought could take your place but he doesn't care about me. He always gets mad and frustrated and he always blows me off. I can't make him happy, Uncle Ben."

He knelt beside the tomb. His jeans quickly got soaked but Peter didn't care in the slightest.

"Uncle Ben. I feel alone. I have Aunt May and Gwen and all of the—uh—I forgot to tell you about that."

Peter shifted his position, trying to get closer to the grave.

"I am Spiderman," he mouthed, not a sound escaping his throat.

He leaned back, staring at the tombstone sadly.

"All I wanted was to make you proud, but now that you're not here, I am trying to make my new boss proud. I—I thought I could make you proud by making him proud. He keeps hating me though, and well . . . I guess that—uh—makes me feel insignificant and small. I don't think he means to but it still hurts a lot."

Silence.

"I wish you'd say something. I wish you could just tell me what to do—"

"Hey," a soft, strong voice called out behind him.

Peter turned around to see a tall, broadly built man. He was wearing dark jeans, and a black hoodie pulled over his eyes. Peter couldn't see his to top half of his face, but what he did see looked strikingly familiar. Peter stood up and brushed some of the dirt that had stuck to his pants off.

"Uh, hi."

"You okay, son?"

"Uh, yeah—well, as good as I can be."

He gestured to Uncle Ben's grave, and the man nodded slowly.

"Uh, can I help you, sir?"

"I couldn't help but overhear what you were saying."

"Oh."

Peter flushed bright red, and desperately wanted to sink in the ground.

"You shouldn't be embarrassed," he many said kindly "I lost a good friend too and I know how hard it can be."

"Then you know you can't bring him back."

"That's true. But kid, there's a part of someone who you can never bring back, but what you can do is take that life line, that wish, that goal and fulfill it for them. That way they will stay alive."

Peter looked back at the grave. The words the man said rang all too familiar in his ears. He'd heard that sort of statement from all sorts of people, including himself.

"I heard what you said about your new boss, son."

"Oh, what do you have to say about that?" quipped Peter sarcastically.

The man seemed not to notice the disdain in Peter's voice.

"Some people take their anger out on others, trying to make a point. Most of the time, they really don't mean to, but then again, they're not about to stop anytime soon."

"What the hell does that mean?"

"It means that bullies might never change. They can, but it's not an easy process. They have to come to terms with themselves, and whatever they're feeling. Then they have to take initiative and change themselves. You can't control that though. You are not responsible for their actions."

Silence.

"Peter, what I will say is you have to be strong, responsible and accountable for your own actions. Take care of yourself because you're just a kid."

"How do you know my name? And, just for your information, being responsible isn't going to change Tony—errr—my boss."

"I know, but be the better man, even when things get hard."

"I still don't see how that'll help anything."

"Hmm . . . well, there is one think you could do."

A faint smiled flickered across the man's face, and then he pulled his hood down and stared straight into Peter's eyes. Peter eye's opened wide as he looked into the man's flawless blue orbs. The pouring rain got the man's hair wet, and sent little drops trickling down his face and neck.

'Don't you see, Peter? Stand up for what's right, pursue what you're passionate about and if he tries to knock you down and you fall, stand up, look him in the eye and say . . ."

Oh my god.

"'I can do this all day.'"

Captain America.

Steve Rodgers smiled again, and saluted. He turned around and walked away, pulling his hoodie back up over his head. Peter sat down in the mud again, letting the pouring rain fall down his shirt, which was already sticking to his body. He sat next to the grave for a long time, rolling the words that Captain America had told him in his head. A little splash of guilt crossed his mind, but he immediately pushed that aside. Sure, Captain America was a fugitive, but the kind words of wisdom might have bought him a free card this time. He laughed bitterly, letting the words dissolve into his memory.

I can do this all day . . .

He stood up, the mud around him squelching in his shoes.

"Thank you, Uncle Ben," he said softly, brushing some of the water collecting at the top of the tombstone off "Thank you for talking to me."

Even though the words of wisdom had come from Captain Rodgers, something inside Peter's very being told him that somehow, somewhere Uncle Ben was watching him and putting him in the right place to meet the super soldier and get endowed with crucial wisdom.

He trudged out of the tombstone silently, and got on a train to Queens. A few minutes later, he got off and walked a few blocks over to his apartment. He had missed the busy city life desperately. All the frantic, hectic people bustling around always made him excited. Knowing that there were millions of people all around him with different lives and different goals was so hard for him to fathom, but he certainly was curious.

He reached his apartment complex, and got onto his elevator. When he reached the fifth floor, he walked six doors over to his apartment.

"Hey Aunt May. I'm back," he called.

Aunt May was sitting on her couch, talking to someone.

"Oh, Peter. You're back!"

Aunt May stood up and had a brave forced smile on her face. Obviously, she wasn't in the mood to be entertaining visitors, but Aunt May was never curt or rude, so the visitor would get to stay. Aunt May's guest stood up also, and suddenly . . . it registered.

OH MY GOD!

She looked stunning with her shoulder length red hair falling around her face and her grayish-blue eyes twinkling softly. A small smile was tugging at the corner of her beautiful mouth, which made Peter feel weak in the knees. She was wearing athletic leggings and a light blue Victoria's Secret sweatshirt that was a couple sizes too big. She looked adorable—no—absolutely perfect. He mouth flopped open, and after a few seconds, he clamped it shut.

"Well, Peter. You stay here with Mary Jane and I'll—uh—go to—y'know."

Aunt May grabbed her coat off the coat rack, flung it over her shoulders and disappeared out the front door.

"Mary Jane! Uh, hi! I didn't—wasn't—wow!"

Author's Note:

MWAHAHAHAHA! It's a cliff-hanger! Sorry! I couldn't really help myself!I hope you liked meeting Steve Rodgers, since that was a very popular request. If you guys really liked him (like Spidey-Pepper), I can try to bring him back in the late future. Sorry that this chapter was a little but of a downer, but I hope MJ appearing at the end made it a little happier. Speaking of MJ, she's the star of the next chapter so hang onto your hats for some very fluffy romantic stuff.

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gotmoreissuesthanvogue