He woke up late the next morning craving cereal.

So of course they were out of milk and Fruity Pebbles. The answer? Grocery run.

He trudged back into his room after the disappointing discovery in the kitchen and quickly stripped out of his pajamas. "Parting. Such sweet sorrow," he said mournfully and kicked his pajamas underneath his bed. He grabbed the first outfit he found, questionably clean, and combed his hair down with his hands.

His backpack was still on the foot of his bed from where he'd dropped it last night, and he pulled it close as he yanked the suit off the floor.

Peter was about to shove it in there when his phone buzzed. He picked it off his nightstand just to see the same unknown number calling him. Declining it for the fourth time that morning, he turned it off completely and dropped it in the side pocket of his backpack.

He zipped everything up, his suit tucked beneath his chemistry textbook and computer, and closed his bedroom door behind himself. Peter deftly made his way out of the apartment, humming as he locked the door and trampled down the steps, taking two at a time.

Purely out of habit, he double-checked to see if the twenty-dollar bill he'd stashed in his pocket was still there as soon as he hit the street. After a sharp left, he was on his way to the convenience store on the corner.

He was focusing on blocking out the smell of breakfast foods from nearby restaurants when he noticed a sleek black car parked further down the road. It was parked so the windshield faced him, the plates obscured from view. The car definitely stuck out in this part of town, which was admittedly not that hard to do. Even though Peter felt like he'd seen it before, he brushed it off and kept walking.

He was a little closer than ten steps to the car when the passenger side window rolled down.

"Get in the car, kid."

He stopped mid-step, every bone in his body freezing. "Happy?"

The driver's window came down this time, and Happy stuck his head out. "Car. Now." Peter just stood there, jaw hung open in shock. "Do you want me to honk at you? Get in the car."

Peter scrambled towards the vehicle, tripping over his feet as he flung the backseat door open. He quickly closed it behind himself as soon as he got in, a slight panic coming over him. This was the first time Happy had visited him since The Invitation.

"Happy, what is it? Is there- is there something wrong? Does Mr. Stark need Spider-Man? Is it another mission? Is-"

"Kid. Can it."

Peter's mouth snapped shut obediently.

A long, fairly awkward silence passed, and Peter tried to ignore the tension in the air as he calmed himself. He was still slightly worried about the whole 'showing up in front of my apartment' thing, but he figured if it was anything life-or-death, Mr. Stark himself would be there instead. Then again, Peter thought bitterly, He doesn't have the best track record when it comes to showing up in times of need.

Happy unexpectedly broke the quiet. "You've been ignoring his calls."

Peter flushed. The matter-of-fact way he said it was embarrassing, even though Peter knew he shouldn't necessarily be ashamed of it. He didn't want to risk responding for Happy's sake. He knew how much the man hated Peter's rambling and general emotions. If he opened his mouth, there was a nine out of ten chance it would be a shitstorm of both of those.

When it became obvious Peter wasn't going to answer, he continued. "It probably has something to do with that, if I had to guess." Hydraulics whirred as the divider rolled up.

He texted Ned the whole way up. Ned kept him busy, drilling him about everything that had to do with the Avengers and the compound and Tony Stark. Peter was pretty sure Happy could hear his laughter through the glass, but he didn't care all that much. As long as it was keeping him distracted from the growing knot in his stomach.

When the compound was close enough to see, Peter told Ned he'd talk to him later and slid his phone in his pocket before pulling his backpack into his lap, hugging it nervously. The nerves he hadn't killed off started buzzing again, and Peter had to squash down the urge to jump out of the car Tom Cruise style and sprint back to Queens.

The compound wasn't as impressive this time around. Some of the shine wore off after the brief tour he got last time, and he didn't feel the urge to spontaneously combust when he looked at the 'A' logo this time.

Happy rolled to a stop under the breezeway. "This is your stop," he said.

Peter could've picked out the irritation in his tone if he was asleep. He quickly stepped out of the car, swinging his backpack over his shoulder, and cringed to himself as he asked, "Uh, where is 'my stop' exactly?"

It was probably safe to assume Happy was glaring at him through his sunglasses. "Just tell FRIDAY you're here and she'll tell you where to go," he grumbled, and pulled out of the drive, leaving Peter staring at the retreating car.

"Alrighty, then," Peter mumbled to himself. He shifted the strap on his shoulder and turned on heel, pushing briskly through the glass doors.

The interior hadn't changed at all, aside from a vase of fresh flowers off to the side. He honestly wasn't that surprised.

"FRIDAY?" he asked hesitantly. While it wasn't his first time in the compound, Peter never interacted with Mr. Stark's A.I. He assumed she was similar to Karen, but he was still weirdly intimidated.

"Yes, Mr. Parker?" she answered immediately.

He couldn't quite place where her voice was coming from, so he just looked up to the ceiling.

"Um, just- just Peter is fine," he stumbled. "Happy said that you'd tell me where to go?"

"Boss has requested you in his lab, Peter. If you'll make your way to the elevator, I'll bring you down to the floor."

Nodding, Peter easily found the elevator, even with the buzzing happening in the back of his head. The doors were already open, so all he had to do now was wait for them to close and FRIDAY would automatically take him.

He vaguely registered his shaky breathing and clammy hands but didn't want to think about it, forcing himself to take a few deep breaths and wipe his hands on his pants. This panic he felt whenever Mr. Stark was even mentioned was slowly growing more and more frustrating to deal with, and Peter didn't even know why it was happening.

The elevator whirred to life, the motors clicking and winding around him, and Peter rolled his shoulders as the elevator sank. It was honestly so ridiculous that he was still this nervous when his childhood hero was mentioned. The only difference between before Homecoming night and after was that he wasn't sure anymore if it was just normal, fanboy jitters or weird, anxious butterflies.

He was snapped out of his thoughts when the doors dinged and slid open. He took one look around the room, and Peter locked up.

Mr. Stark was sitting at a workbench positioned in the back end of the room, bent over something that looked suspiciously like a circuit board with holograms surrounding him. Even from where he stood, he could see the faded, stained, ratty shirt he was wearing, and most of the tension he felt faded into the background. It was relieving to see that Mr. Stark was closer to regular old Tony Stark than the genius, billionaire, playboy philanthropist he sees on the news.

The lab itself was kind of a mess, half-finished Iron Man gauntlets and helmets and suits scattered all over the place. Two giant toolboxes were set up against the back wall, both open and spilling tools everywhere. A smaller workbench sat opposite of Mr. Stark's, metal parts strewn over the surface and open laptops peering back at Peter. It was lit surprisingly well, with a window taking up more than half of the wall opposite him, and lights put up everywhere the sun didn't reach. The space resembled more of a mechanic's workshop than a lab, but who was Peter to criticize what he named things.

A shadow moved by the corner of Mr. Stark's table, and Peter jumped before realizing it was just his robot. DUM-E clicked and beeped before spinning in a circle, and Mr. Stark looked up in annoyance before noticing Peter in the doorway.

"Hey, kid," he greeted with a smile.

"Um, hey Mr. Stark. Hi." Peter discreetly made edged along the wall on his left, pushing his back against it and securing his position as far away from Mr. Stark as he could get.

He didn't notice, though, and bent down so he was eye-level with DUM-E. "That is the first semi-helpful thing you've done all week, you worthless piece of scrap metal," he said jovially and patted the robot on the head twice. "Now go. Go to your corner. Don't touch anything."

Peter watched as the robot rumbled away, drifting dangerously close to a mostly-assembled suit before Mr. Stark yelled, "I'm serious! If you break anything, that dunce cap is going right back on."

With DUM-E now sufficiently sequestered, Mr. Stark turned his rapid-fire speech back to Peter. "How was the ride? Was it good? Happy didn't give you a hard time or anything, did he?"

"No, not really," Peter said meekly. "I think I'm growing on him."

Mr. Stark laughed and waved him closer. "Come on in, kid. I have an extra table for a reason, you know."

Mr. Stark's eyebrow quirked as he slowly shuffled forward, simultaneously dragging his feet and trying to be as quiet as possible. He finally broke his intense stare when Peter robotically placed his backpack on the corner of the worktable in front of him.

The silence felt too awkward, so Peter did was Peter does best. Talk. "What's that for?" he asked, nodding to the board on the table.

"That?" Mr. Stark turned around, almost like he was surprised Peter was asking about it. "It's just something for this new suit I'm making. I'm finally gonna try out this new design with retro-reflective panels, like my jets, to go for a total stealth design. It should hopefully make my little side missions much easier." He smirked at Peter. "There are just some kinks I need to work out in the wiring, obviously, and then I should be able to- oh," he broke off, snapping his fingers. "That reminds me. I thought up some upgrades for the suit and your A.I.—don't tell me, uh, Carrie?"

"Karen," Peter corrected halfheartedly.

"That's right. You have the suit?"

"I always have the suit," he said automatically. He was still struggling to make his brain work.

"Cool. Get it out and toss it here."

Mr. Stark made a 'give it to me' gesture with his hands, and Peter stumbled over himself trying to get his backpack open. He dropped his chem textbook beside the bag and threw the suit to Mr. Stark from where he was standing, the fabric hitting his chest with a satisfying thwack.

"I know I gave it back in a paper bag, but," Mr. Stark got a grip on it and held the suit up in front of him, inspecting the crumpled spandex, "at least I folded it."

"Sorry 'bout that," Peter muttered, slightly embarrassed. Transporting it wasn't usually an issue when he was wearing it.

"Don't worry about it, kid. I'm just joking. Nothing a little ironing can't fix." Mr. Stark spread the suit out on the table, spider logo staring up at him, and looked back at Peter, just realizing he was still standing. "Sit, sit. What's mine is yours and all that."

Peter plopped down into the chair behind him, spinning around experimentally before asking, "So, uh, what exactly am I doing here?"

"Right now? You're sitting at a work table and doing nothing. Do homework, tinker, knock yourself out." Mr. Stark flipped the suit so the back was facing him and found the zipper to the interface, pulling it open and exposing the inside.

Peter took the hint and pulled his textbook to him, opening to a random page and not bothering to even glance at it. "No, I mean, here, at the compound. Today. With you."

"Right." Something sparks underneath his fingers and Mr. Stark swears before plugging an external wire into the suit. "Wanted to talk about some things."

"Oh," he said numbly, ignoring the way his mouth dried out at the sentence.

"You can relax, kid." Mr. Stark chuckled lightheartedly at the expression on Peter's face, and he fought desperately to keep all the blood from rushing to his face. "It's not that deep. At least, I think it's not that deep."

A slight shadow crossed Mr. Stark's features, but it was gone so fast it left Peter wondering if it was even there.

"Anyways, Pep really ripped into me a few days ago, when she found out I, ah, didn't really talk to you after the whole A-Team-slash-engagement debacle—fun fact, she's a size six, not eight—so I decided to grab your number. Maybe get this whole mentor-" he placed a hand on his chest before gesturing at Peter, "-mentee thing going. You could get some rather sage advice from an old withered soul like myself." Mr. Stark snorted.

Peter's gaze drifted down to Mr. Stark's hands, watching as he traced wires and rotated the fabric until he found whatever he was looking for. He was a little overwhelmed with the speed Mr. Stark was talking, and it felt a little better to have a part of his brain distracted. But even if he wanted to speak right now, he wasn't sure he would get a word in.

"You know, speaking of which, that whole rejection thing, with the test, " Peter's eyes snapped up as Tony waved a hand around his head, "isn't usually my style. But, I gotta say, big props to you. Not a lot of people turn down a spot on the Avengers. Hell, not a lot of people get offered a spot." He raised an eyebrow and looked expectantly at Peter.

Peter just stared back, fully expecting him to continue. Maybe apologize. Preferably something along the lines of "Oh, hey, also, thanks for stopping all my stuff from being stolen and manufactured into deadly weapons that would ravage the streets of New York. I'm sorry to hear about the whole 'dropping a roof on you' situation, and I'm also sorry I never said thanks after Homecoming. I didn't mean to ignore you for these two months afterward either, I had a system-wide shutdown that rendered me incapable of any outside communication whatsoever." Something like that.

Instead, Mr. Stark just nodded and stopped fiddling with Peter's suit for the time being. "FRI, run diagnostics for me?"

"On it, boss."

Peter's teeth caught his bottom lip and he looked down at his work, slightly ashamed at himself for thinking that. He should know better, really. It's not even that big of a deal. It's not.

"But after Happy told me about the whole downing a plane thing, I was kinda hoping-"

His ears rang and his vision took on a white tinge. "Can we-" He blinked away the surprise on Mr. Stark's face as he interrupted. "-not, uh, talk about that? Please?"

Mr. Stark's eyes narrowed and his brows dipped, but the look was gone as fast as it came and left Peter thinking he imagined it.

"Sure, kid. Pass me that screwdriver."

Peter had to get up from his chair so he could reach the tool. He tossed it to Mr. Stark, who caught it without looking.

"So I'll cut to the chase." Mr. Stark spun his chair around and rocked out of it. He leaned against the side of the table he was previously working at and stared at Peter, tapping the screwdriver against the heel of his palm.

"I know you've been spending some time with that... barbarian Daredevil lately." Peter started forward defensively and he held a hand up as for silence. "He's not a good person, kid. The number of people he's put in the hospital…" He trailed off, shaking his head.

"He's not like that," Peter protested. It sounded weak, even to him. "He's nicer in person, he's helping me," he tried.

"How exactly do you know that?" Mr. Stark asked, raising a brow. He didn't seem suspicious, just trying to prove a point.

But either way, Peter's train of thought crashed to a stop. How could he explain himself without giving up Matt's identity? "Uh-" he stalled.

"Exactly." He plowed on. "You could get hurt, kid. I don't want you around him anymore. That goes for Cage, Jones, and the Rand kid."

Peter tensed. A thousand things bolted through his head, none of them kind.

"And that Deadpool character, too. Steer clear of him. He's borderline psychotic."

That sent him reeling. He scoffed, bitterness taking root in his heart. "You really don't-..."

You really don't know what's been happening lately, do you? he wanted to ask. Anger flashed through him, quickly replaced by bone-deep sadness.

He stood there, completely still, for what felt like hours. The silence was completely unbearable, and the way Mr. Stark was staring at him had ice tracking through his veins. No matter how hard he focused on it, he couldn't make out his expression was confused, angry, or completely apathetic.

"Oh, would you look at that," Peter said coldly and suddenly jerked his phone out of his pocket, hitting the power button and staring intently at the empty notifications center. "May just texted, she said I need to come home. Bye, Mr. Stark."

"Kid…" His face morphed into something like uncertainty as Peter marched forward and grabbed the suit off the table in front of him. But he didn't try to stop him as he turned around and picked his backpack up as well.

Peter walked as fast as he could without jogging, zipping the coding back into the suit as he beelined to the door. He hesitated slightly when he got to the exit, nothing more than a stutter in his step, not enough for Mr. Stark to notice, before he stepped over the threshold and practically ran to the elevator.

"FRIDAY, will you take me back up please?" he asked roughly, clenching and unclenching his fists around the straps of his bag.

"Sure, Peter."

"Thanks."

The doors closed around him and Peter fought the urge to collapse. That whole interaction completely sapped him, but instead he tilted his head back so his eyes were trained on the top of the elevator. He was almost too frustrated to concentrate enough to text Happy, but he pounded out a quick 'please come get me' and jammed his phone back into his pocket. His gaze drifted back to the ceiling and he chewed on his bottom lip so he wouldn't start crying.

The elevator stopped and the door slid open, and he leveled his gaze just for both of his eyes to narrow at the sight outdoors.

Happy was already there, parked and waiting where he dropped him off, front windows rolled down as usual. Peter snapped out of it and rushed outside, stopping beside the car before he could get too impatient and start honking.

"You're- Why are you here already? I watched you pull off," he stated, bewildered.

Happy shrugged. "Needed gas. Didn't have anything else planned today, so I came right back."

Peter nodded once, determined not to let anything show on his face. He didn't want Happy thinking he was pissed at him after he did something nice for Peter. Resisting the urge to look back at the compound, he dove into the backseat and slammed the door behind him.

"Jesus, kid," Happy muttered. "Mind the windows."

He just sighed and shook his head, grinding his teeth together as he pulled out. Peter didn't say a word as they hit the main road. Happy shot him a confused look from the rear-view mirror, but he ignored him. He turned towards the window and let his head rest against the glass, staring at the landscape passing outside.

The rest of the ride was deafeningly quiet.

By the time he got home, there were about two hours until dark so he figured this was as good a time as any to start patrolling. He didn't even pause to put his stuff in his apartment, instead just sticking his backpack to the side of the building after yanking his suit on.

Peter stopped a few muggings, webbed up some would-be ATM robbers, helped a kid find her mom, but he was fairly quiet the whole time. By his standards, at least. He probably made one quip throughout the night, something about bad parenting and leaving the past behind, not your kid, when he reunited the mother and daughter. He just couldn't get that lecture from earlier off his mind enough to focus on joking around, which was saying something.

The sun was setting on Queens when he collapsed on top of one of the nearby high risers with his backpack on his shoulder and a hotdog for dinner, courtesy of Mr. Cardénaz on 11th street. Ever since he stopped the hijacked tourist bus from crashing into the poor guy's cart, he gave free hotdogs to Peter whenever he swung by.

Peter rolled his mask up to his nose, sticking the hotdog in his mouth as he unzipped his backpack and pulled his laptop out.

"Do you want to play a game, Peter?" Karen had been quiet until that moment after he snapped at her at the beginning of patrol. He'd apologized immediately after, but she picked up on his mood and didn't say anything to him, other than relaying some of the feed from the police scanners.

He smiled despite himself. "No, Karen. I'm fine. Thank you, though." Peter shifted back a bit further from the edge before he cracked the laptop open. He set it down beside him and dug through his bag for his own external cord and said, "I did- I did want to talk to you about something, though."

"Anything, Peter."

Peter opened his coding program on the computer, biting back regret. This was such a stupid stupid stupid, idiotic, thing to do, and he knew he should think about this more, but he couldn't. He couldn't risk it.

Matt deciding to take him under his wing was probably one of the best opportunities he could've been given. There was no way in hell he was giving that up, just because Mr. Stark asked. He wouldn't do that this time. So Peter had to disable the Baby Monitor Protocol—and consequently, Karen—so Mr. Stark wouldn't be able to track him.

He plugged one end of the cord into the laptop, the other into the cleverly placed computer port hidden in a pocket under the suit's right armpit. "So, Mr. Stark found out about my little rendezvous with Double D, and…" He sighed, briefly closing his eyes. "Karen, do you think he's helping me at all?"

"Daredevil or Mr. Stark?" she asked, her voice surprisingly gentle.

"Daredevil."

"The training he offered last night did serve a fairly big benefit to you, and he also saved you from Deadpool. But he is technically a criminal."

"So am I," Peter remarked carefully.

Karen was quiet for a minute, and Peter was shocked to realize this was the first time he stumped her. He hated that it happened during this conversation out of all the others.

"You seem happy around him," she finally said.

"Yeah, I… I guess I am. He's a friend."

Peter took the lull in the conversation to highlight the block of text containing the protocols, typing the changes he needed into the code as fast as possible.

God, he's being so stupid. Without the protocols, Mr. Stark won't be able to spy on him, but he also won't have… Karen.

But Peter knew that Matt was already helping him more than Mr. Stark ever had. And he can't take any chances. Matt was actually helping him, teaching him things he couldn't learn on his own. If Mr. Stark found out… well. Peter didn't know what he would do.

He stared at the sinking sun, forcing himself to stay focused, steeling himself for what he had to say.

"I have to do something, and he just doesn't understand. He thinks I'm being stupid and childish, but just... know you have responsibilities to Mr. Stark, and I don't want to ask you to choose..." He took a breath. "It's hard to explain, Karen. Just know that I- I won't- it'll only be for a little while, yeah?"

He was choking up as the thought of losing the loyal A.I. slowly became more and more of a reality. His throat turned hoarse and eyes started burning, so he desperately tried to lighten the mood with a joke. "Don't want you missing me too much," he said and forced a laugh.

"Peter, I'll miss you no matter what."

His eyes flicked shut. "Yeah. Yeah, I'll miss you too, Karen," he said softly.

He opened his eyes back up to watch the sun finally dip below the skyline. The sky was a dark violet, the lights from the buildings taking the place of stars. Peter kept his eyes trained on the sky as his hand drifted to the keyboard.

"Goodbye Peter," Karen murmured. She sounded...sad. Guilt stabbed him through the chest, burning like a wildfire when he realized she probably knew what he was about to do.

"Goodbye Karen," he murmured. Before he could change his mind, Peter harshly pressed the Enter key, locking the code in place.

Exhaustion flooded him as the code kicked in, and the overwhelming need to sleep crashed over him like a tidal wave. All of a sudden, the lights were too bright, the muggy air was too stifling, and he just wanted to close his eyes and actually rest, not even sleep, in his own bed.

He pulled the cord out and jammed everything back into his backpack. Yeah, he was calling it quits a few hours earlier than he normally would, but Peter figured he wasn't in any state to be fighting or saving people.

He swung home in silence.