"And then they were trying to explain the problem, and it was the same issue the e-sports team was having like three weeks ago!" Peter said, reaching for another handful of popcorn, then trying not to drop any on the bed they were all sprawled across. Ned's room was also the "guest room," so it had a queen or a king or something big. Ned complained about getting kicked to the couch when relatives were in town, but Peter still thought it was a cool set-up.

"I was so glad I had helped with that, because it really was an easy fix, but it would have taken me a lot longer to figure out if I'd had to solve it from scratch, instead of just applying the—"

"Hold on. You were able to fix something at your parents' lab that the actual IT people couldn't figure out?" MJ asked.

"I… yeah? It was just that newer set of network specifications, and none of them have dealt with that problem yet, I guess."

"Were your parents impressed?" Ned asked curiously.

"I have no idea if they noticed, actually. I ended up taking the train, because they said they were working late, and I didn't have any food there with me. But you guys texted me, so I came here instead. Who knows when they'll be home," he shrugged, his expression aiming for "unconcerned."

MJ sighed, and if her arm happened to press against his briefly, it was probably just an accident, right?

"But all the other stuff, dude," Ned said, his voice much more serious than usual, "that stuff's straight up insane."

"What am I supposed to do, though, guys? Who am I going to tell, and how do I even explain how I heard about it? I mean, I'd kinda be turning in my own parents," he said in frustration, firmly avoiding processing any of that right this minute. He was way too old to cry. At least in front of his friends. Peter groaned, pulling at his hair and pulling his stockinged feet up closer to his body.

"I can't believe I'm saying this, but you should tell Stark about what you heard," MJ said finally, looking a little annoyed at her own suggestion. "He has the resources to make sure the right people look into it, and he might be able to make something happen."

Peter was silent while he considered her idea. "You're probably right. He might be able to. But… what will happen to me if they get arrested? May and Ben were the only other family I had," he said, losing volume as he finished.

MJ was quiet for a minute. "I think you should talk to him about that complication, too. Just so he knows if it's worth it to pursue with no evidence, or if there's something else he could do to make sure they don't hurt anyone else, at least. Does that make sense?"

She shifted, and now her arm was definitely pressing against his shoulder in support. "It's not okay what they're doing, Peter. At least one person has already died. You said you wanted to help." Her tone was gentle. "But I understand if you can't figure out how to say anything. They are your parents. We're here for you either way, no matter how this all turns out."

"Yeah, dude. Whatever you need," Ned said fervently. "I don't know how it all works, but I'm sure you could stay here for a while if you need to."

Peter sighed, rubbing at his eyes, then frowned as he realized there was Dorito dust on his face now. Well, at least if he started crying, maybe he could blame it on getting chips in his eyes. "I think it's more complicated than that. I mean… what happens if CPS takes me, and something happens where I can't hide my powers, or—"

"That's why you should tell Stark. He knows about everything else now, and maybe the Avengers can help you or something. Surely they'd be able to find some way to keep you out of the system, with your powers, and Stark's money," MJ said.

Peter wished she sounded more certain. He wished he felt more certain.


When Peter walked into Mr. Stark's lab the next day, he felt like his nerves were all trying to crawl out of his skin. He didn't feel unsafe, just so, so nervous. He still hadn't made a final decision about what he might say to his mentor about what he'd overheard at his parents' lab, and he'd tossed and turned all night.

He hovered in the doorway until Mr. Stark realized he was there.

"Hey, bud," the man said with a welcoming smile. Peter walked in, trying not to hunch his shoulders as he approached. Mr. Stark's gaze grew concerned. Peter dropped his eyes, and sighed, trying to figure out what to say. He felt a warm hand brush hesitantly against the side of his face, then settle there. It startled him a bit, but it was… nice, and he leaned into it.

"You said you were feeling better last night? Has that changed?" Mr. Stark asked, worry lacing his tone. "You don't feel hot or anything," he said, dropping his hand. Peter bit his lip to avoid protesting. "Cho wants to double check you before you leave today, but should we go down now?" he asked. He stopped talking, and Peter looked up. The older man seemed to be doing a quick visual check of all of Peter's previous injuries.

"What? No!" Peter said quickly, trying to relax his shoulders and put a more natural expression on his face.

"Well," Mr. Stark said, drawing the word out. "Take a load off and stay a while, then," he said, glancing at the couch where Peter usually dropped his backpack when he came in. Oh, right.

That jump-started Peter's muscle memory, and he quickly slipped his backpack off and went over to grab a snack.

"I think you'll be surprised at how much further along our project is," Mr. Stark said, motioning him to follow him into the next room.

"Let's see it, FRI," Mr. Stark said, and big capsule doors slid out of the way to reveal a real-life version of the model they'd been going over Sunday night.

"Oh, wow," Peter breathed reverently. The suit looked… amazing. It was the same basic color set he'd been working with, but it was so sleek and stream-lined.

"I reworked the outer layer since Sunday. It's penetration-resistant, so you'll have an easier time with knives, low-caliber bullets, giant scorpion stingers, etc," Mr. Stark said, side-eying Peter teasingly on that last item. "I really wish you'd go for the full body armor, though."

"Like I said, I just don't think I'll be able to move like I need to in that, Mr. Stark," Peter said absently, reaching out to run his fingers over the fingers of one glove.

"We need to do an actual trial, but those are thin enough I think you'll still be able to stick to everything," his mentor said, hanging back while Peter looked carefully at different aspects of the suit. "I mean, we were pretty short on time. If you'd let me spend a little more time fine-tuning before you go back out, I'm sure it could—"

"No! I mean no, this is… it's amazing, sir! I never could have… I don't know how I'm ever going to pay you back, because—"

"Hey now, none of that. Honestly, you probably couldn't, and that's not why I made it. You know I was working on it even before I knew you were… well, you, and once I found out, getting it done became my highest priority. I can't believe you've been out fighting crime in your pajamas…"

"Hey," Peter objected, finally tearing his eyes from the sleek blues and reds. "I bought every part of that suit with my intern money, and it was awesome."

"I'm kidding. Of course they weren't pajamas," Mr. Stark said placatingly. But you have to admit, they also weren't very protective."

Peter rolled his eyes and sighed.

His mentor seemed to interpret that as agreement, because he smirked, then continued, all-business. "You've got a bunch of different web combinations, and your HUD should help with tracking threats and with calculations and whatever else. There's all sorts of options in there, but it's probably better to unlock them in phases so you're not overwhelmed, and so you can learn how to use them."

"Yeah, I mean, that makes sense," Peter said, barely listening. "How long before…" he tentatively reached out towards the sleek material again.

Mr. Stark groaned, and that did get his attention. "You're gonna be useless until you take it for a test drive, aren't you." It wasn't a question.

Seriously? "Uh, really? I can… I can try it?"

"Yeah, let's go. We'll go down to the gym and see if you can find any issues."


Tony watched in awe as the kid bounced around the three-story gym. The one at the Compound was much better, but in a pinch, they'd been able to do quite a bit of training in this one back in the day, as well. He'd seen all the videos, and even watched "Spider-man" in action, but seeing it again, in the suit he'd designed, and knowing it was Peter flipping all over the place was something else entirely. He was a weird combination of impressed and worried, unable to keep from holding his breath for a moment every time Peter defied the laws of physics. Part of one full wall was a rock climbing wall, and Peter was currently sprinting up it, only using about a third of the usual handholds. When he got to the top, he turned, giving Tony a cheeky salute, then back flipped off, turning at least three times before he landed lightly on his feet, facing Tony, who was trying to restart his heart.

Peter pulled off his mask to reveal disheveled hair and flushed excitement. "Mr. Stark, this is so cool. It's like, so intuitive, and so easy to move, and it felt like I could basically fly!"

"That's great, kiddo," Tony said, grinning at the boy's enthusiasm. "It kinda looked that way, too. Scared a few more years off my life."

Peter laughed sheepishly, and his hand strayed up to his hair, fingers smoothing a little.

"How was the HUD? Not too distracting? Did it make sense? Did you figure out that you can give it audible commands yet?"

"What? No! How does that—"

"You remember that baby AI you were working on me with last week?"

"Yeah," Peter said, tilting his head in confusion.

"FRIDAY's been working with her, and she's at the point where I went ahead and integrated her with your suit, so she can handle most of the functions. There wasn't really another way to access a lot of the features, even at a rudimentary level, without someone to run controls.

"There is. An AI. In my suit." Peter said, his voice barely a whisper. How did he even open his eyes that wide?

"Yeah, kid, that's what I said," Tony said in amusement, taking a sip of the coffee he'd carried down with them. Ugh, it was cold. He looked around for a horizontal surface to place the offending cup on, but was unsuccessful. It was annoying to have assistants buzzing around on his days in the office, but now, when one would actually be useful? No one.

"So it— she can like, hear me, if I say stuff?" his intern asked eagerly, interrupting his train of thought.

"Yeah, put your mask back on and tell her to do something with your display."

He did, quickly, taking a moment to straighten it. "Um… Wait, does she have a name?"

Tony pursed his lips. He had meant to ask Peter about it before, but things had been moving quickly the last few days. "Not yet. You can call her whatever you want. Have one in mind?"

Peter looked like he was deliberating. "Uh… sure?"

"Sounding real confident there," Tony said, amused. He hoped the kid didn't choose something dumb. Tony certainly would have at 14. It was a rite of passage or something. I mean, he had DUM-E and U… "AI-19, listen for your new designation and take voiceprint for operator with edit-designation delta."

"Oh," Peter said, "I just heard a beep. Is that her?"

"Yes. Her voice program isn't fully online yet, but we'll get it going soon, and she is listening for her name."

Peter's mask kept eye contact with Tony while he said, "Um, Karen?"

"You're naming your AI 'Karen?' Tony asked doubtfully, a smile pulling at the corner of his mouth.

"Yes?"

"Okay, then," 'Karen' it is. May I ask why?"

"Uh, Spongebob?"

"What?"

"You've never seen Spongebob?"

"It's a thing you see? Sounds like a weird cleaning option."

"Never mind," Peter said, ducking his head with a smile. "Is 'Karen' okay?"

"It's your choice, kid."

"Wait, did you just call her my AI?"

"Yep," Tony said shortly, feeling antsy to set his cup somewhere and find some fresh coffee. And maybe some food. "You hungry, kid?"

"You can probably stop asking me that," Peter said. Tony could hear the smile in his voice. "I'll eat anything, any time."

"FRI, order from Geraldo's, please," Tony said, taking Peter at his word.

" Which set of orders, Boss? " FRIDAY asked.

"Surprise us. Whatever's fastest. Make the kid's a double. You want to change, Pete, and we'll head back to the lab?"

"I guess? Wait. One sec," the teen said. "Karen? Please dim the HUD," he said skeptically. Then, "Whoa! It worked!"

"Did you doubt me?" Tony asked. "Seriously?"

"No, I just… can I try a few more things?" Peter asked.

"Sure. But it'll be hard to figure some things out until we get the voice working so she can have you clarify stuff." Tony took another unthinking drink of his coffee and immediately regretted it. He finally stalked over and just set his cup down in the corner of the room, hoping FRIDAY would make a note and have housekeeping grab it later. They always seemed to.

He could hear Peter talking quietly to the still-silent AI inside his mask. Tony pretended to be doing things on his phone, but mostly he was entertained as he listened to the bright teen manipulating the audio and visual input, changing options on the HUD, and asking 'Karen' to do things Tony hadn't even thought of, like displaying the weather report. Huh. He guessed that made sense, as much time as Spider-man spent outside, and with not that much weather protection. Oh. He wondered how complicated it would be to add a heater to the suit. It shouldn't be pretty easy, if he just tweaked the internal circuits. It wouldn't help much in a blizzard, but it should keep the chill off, at least, or help him dry if he got wet for some reason…


Tony was much less entertained by their conversation over lunch. After exhausting all his questions about the suit's function and Karen's role, Peter had resumed his worrisome silence as they finished eating.

When he'd finally gotten his courage up, and had started talking, what he'd had to say had given Tony pause. No, it had given him full-stop. The Parkers had already been on his blacklist for their treatment of Peter, and he'd been aware their professional ethics were questionable at best. But this.

Peter had stopped, and he was sitting silently now, looking pretty vulnerable.

"Okay, right. Okay," Tony said, again, processing rapidly. "I think… we're going to need a little time to figure out the best option. Is that doable? Are you safe for now? Do we have some time?"

Peter nodded, looking miserable, but also a little relieved at having gotten this discovery off his chest. Tony could only imagine how this had been eating at him since yesterday. I'll bring Pepper in, and Nat, probably, and we'll figure out a plan, okay?"

"Yeah, okay," the boy said quietly, not looking very settled. What was he thinking right now? He looked a little sick to his stomach, actually. This had to be really rough for him, with it being his own parents he was— Oh. Right. Sometimes it took Tony a while to draw conclusions.

"Hey, Pete?"

"Yeah?"

"What are you worrying about now? Is there something else?"

"I just… my friends said I should ask you, I mean… how is this gonna work, if they catch my parents, and they get arrested or something, and maybe even sent to prison?" Peter was staring at his hands, which were carefully shredding his napkin. "What happens to me, I mean. With CPS, and me being Spider-man, and… I just worry, I guess. I mean, I know this needs to happen, and we can't let them keep doing this, but…" He sighed, and his eyes seemed to search the room for his next words, looking anywhere but at Tony. "There's no one else. No grandparents or anything, or other"—He paused, and swallowed—"or other aunts and uncles."

Crap. Tony knew that, with all his research. And he honestly hadn't had more than a few minutes to think about all the ramifications of this. He reached across the small table and settled his hand over Peter's, stilling the frantic fingers.

"CPS isn't going to be involved, Pete. Not for you. Even without the Spider-man stuff—which is a pretty serious consideration—I wouldn't let you just be taken and shuffled off somewhere. We'll figure it out, okay? We'll get that plan together, for you, too."

"Okay," Peter said quietly, looking relieved, though still a little unsure.

Peter's phone buzzed and the kid pulled it out to look at it. He grimaced slightly, and Tony raised his eyebrows when Peter's gaze slid back up to him.

"Just my mom. She wants me to put dinner in the oven. I guess that means they'll be home tonight?" Peter looked conflicted. He moved to the couch and mechanically pulled his coat on.

Tony wasn't conflicted. He wished he had a good reason to keep Peter here, but he didn't want to press anything with them after the Parkers had acted suspicious about the "weekend at the Compound."

"Are you sure you're good? Are you safe at home? There's no way they could know you've overheard things?"

"Yeah. I mean, I think so?" Peter said, turning as he zipped up his backpack and shouldered it. He gave a longing look toward the bay the spider suit was stored in.

Tony was glad it wasn't quite ready. He wasn't excited to have the teenager out "fighting crime" again when he didn't even feel sure about Peter Parker's safety, much less his alter-ego's.

"They've never hurt me or anything. Not really on purpose, at least. They don't like, beat me or anything, Mr. Stark," he said, his mouth quirking in amusement at Tony's nervousness. Then he sobered. "I mean, as long as they don't find out I'm Spider-man, I think it should be fine."

Tony, thinking about some of the CPS reports in Peter's early history, wasn't amused at all. "You… have all my numbers, right?" A figurative lightbulb went off, and Tony turned to rummage through the drawers in his desk.

"I… yeah? I have your number in my phone," Peter said. (check if he has FRIDAY'S info) "And, uh, the intern director, I think?"

"FRIDAY, put Happy's number in Peter's phone, and contact information to get a hold of you, if I don't answer mine." Tony pulled out a slim black band from a jumbled bag of several others and set it on the holotable. It connected to the system, and Tony pulled up its coding, rapidly editing some of the information there, while Peter looked on in interest.

He finished in less than two minutes, and picked it up, shoving it at Peter. "You need a real phone, but I realize that might look strange if your parents saw it for some reason. This will have to do for now. GPS tracking and a panic button on the inside of the band. Feel it?"

Peter turned the lightweight plastic wristband over in his hands, feeling gently on the inside for the small panic button. "Yeah…" he said, seeming concerned.

"I promise not to use it unless I'm worried. I'm not trying to keep eyes on you all the time, kid," Tony assured. "Please wear it, though? For now? The battery should last roughly a month, and FRIDAY can give us a heads up if it needs to charge."

Peter looked up, seeming a little startled. "What? Oh, no, that's fine, sir. I don't mind wearing it." He slipped it on, a look of surprise at how stretchy it was, which helped it fit close to the wrist without being snug. Tony was particularly proud of that material, actually.

"What if I accidentally push the button, and sound a false alarm?" the teenager asked nervously.

Tony tilted his head, wondering why Peter looked so concerned. Oh. "You're worried about bothering me?" Tony asked, surprised.

"Well, yeah. You're pretty busy," Peter said softly, his eyes downcast. His hands were clenched in his pockets, and he scuffed at the floor with the toe of his sneaker. "And I'm already causing a lot of trouble for you, it seems like."

Tony stepped forward and put both hands on the kid's shoulders, prompting a hitched breath from Peter. He didn't look up, but leaned forward slightly into Tony's grasp. Oh, kid. He was brave, and brilliant, and a little bit crazy, but feeling his still-growing frame in Tony's hands reminded him how young the boy still was. And probably how untethered, with his complicated, distant relationships with his parents, plus still grieving the family who had shown him some affection.

"You're not a burden, Pete. You're not bothering me. And you're not even an investment, though you're smart enough to be one to SI, and amazing enough to be one for the Avengers."

Peter's eyes flicked up at that, but disappeared before Tony could get a read.

"I care about you, and I'm gonna do my best to protect you. So push that button if you feel like you might be in any danger. If you push it once we'll locate you, and I'll get a hold of you or get to you as soon as I can. If I don't hear from you, someone will come. But if you push it several times, I'll bring the cavalry ASAP, okay?"

The kid nodded, but his eyes were still trained on his feet, so Tony squeezed his shoulders gently. Then Peter finally raised his big brown eyes to meet Tony's, and there was hope there. And trust. Man, the trust was going to kill him. Had anyone ever looked at him quite like that? Even in the Iron Man suit? He was going to make this work out. He was going to protect this kid. From his parents, from CPS, even from monsters and demons if needed.