*Years Later*

Peter is 13 about to turn 14

It has 8 years since the battle of New York. And 8 years since the adoption of Peter Parker. Soon after Peter was introduced to the Avenger and he told his story with fewer tears than before, and a few tests run by Tony and Bruce to check for injuries, they adopted the young boy.

It was a while for Pete to open up to his new family, but soon enough he did get over geeking out about having supers for guardians. When the Avengers were off on a mission Pepper would watch over Peter at the tower or bring him to the Stark Industries while she worked, but everyone could see the change in the Avengers once Peter was in their life. A lot of them who were afraid to approach before softened up a little, and less of the Avengers cussed as often (cause they were raising a 5-year-old for Pete's sake and after one call from the school about Peter cussing they soon stopped)

And today, Peter and his school were taking a field trip.

"Gotta lunch?" Tony asked the (13 about to be 14 years old) boy as he was heading out

"yep"

"Cell phone?"

"check"

"Backpack"

"double check"

"Your late homework?"

"No such thing!"

"that's my boy!" Tony laughed as he ruffled the kid's hair making it more of a mess than it already was.

"Have fun!" Steve yelled from the kitchen as Peter grabbed a waffle and rode down the elevator. 'Today is gonna be great' he thought to himself once the elevator reached the first floor and ran out into the city.

*Timeskip*

"Uggg," Peter said as the elevator doors opened to reveal the Avengers watching a movie on the couch.

"How was it?" Nat asked when she saw the boy enter. "Good," He said as he stepped out of the elevator, but soon his legs gave out and fell to the floor.

"Peter!" She yelled as she got up to check on him, followed by the other Avengers. "You okay kid?" Tony asked as he and Nat sat him up, "Just feeling a little sick is all." He groaned. Tony and Nat carried the boy to bed after giving him a little medicine to help him feel better. (just the first side effects after the spider bit home no biggy)

"Get better, okay," Nat said as she kissed his forehead and left the room so the boy could sleep.

It was two days later Peter was back up on his feet, ready to go over to Ned's house for Starks party.

"I still can't get over it." Ned said as he and Peter were building a Lego Death Star, "My best friend is living with the Avengers!"

"Ned, you have known since the 5th grade, and I was already living with the Avengers!" Peter laughed at his friend that whenever the Avengers came to pick him up from his house geeked out in front of them.

"I know, you're just so lucky," Ned said as he added the Emperor's chair in their mini Lego set. "you gotta live with the Avengers since you were five cause-" He stopped himself once he remembered the events that had happened before Nat had found him in the rubble all of those years ago.

"Oh, Peter I'm sorry I forgot about it for a second," Ned apologized

"It's okay Ned you didn't mean to. And it's fine it was eight years ago." Peter forgave his best friend and they continued to build the Death Star.

Peters phone's alarm went off for him to head home. "Do you really have to leave? I mean it's 11:00 at night. Can't you just stay over?" Ned complained as Peter got his things together. "I know Ned, I don't understand it either, I just know that I have to get home before midnight." He told his friend and left the apartment and made his way towards Happy's car that was waiting for him.

"You're late." Happy said as Peter entered the back seat. "Sorry Happy, it went longer than I thought." Peter apologized as Happy started towards the Avengers Tower. "And next time don't sit in the back, it makes me feel like I'm a chauffeur." Happy told the teen in the back seat.

"But, aren't you?" Peter asked confused about what Happy told him.

Happy ignored the boy and the rest of the drive was in silence.

When they finally reached the tower Happy dropped Peter off and drove to the Garage while Peter rode up the ever familiar elevator.

But when he arrived on the floor he did not expect what he saw. He stepped out of the elevator to see the Avengers and Maria Hill were fighting the two robots he and Tony had finished last week, and on the landing of the room was an unfinished project that Tony and Bruce were working on (which he was not supposed to know about) unfinished and talking in a rather calm and menacing voice.

Above him, Steve and Tony were on the backs of the two robots trying to destroy it (Steve) or just shut it off (Tony) He watched Steve fall first in front of him, then Tony on the staircase.

"Peter!" Steve yelled when he noticed his adopted son stood frozen in place, "Get to Nat and stay low!" He ordered the boy, and without hesitation, Peter ran over to Nat who was protecting Bruce on the staircase.

"Aunt Nat!" He called over the commotion once he had reached her, "Peter get behind me!" She yelled at him and they continued to move across the room to safety. But soon enough both Robots were down and destroyed.

"That was dramatic." The unfinished robot said when the last robot was down, the creation cooked up downstairs looked around the room and stopped when he saw Peter slowly standing up behind Nat.

"Ah, the orphan. Peter, isn't it? Yes, I know all about you. The boy saved from the rubble after his aunt died right in front of his eyes, knowing he was the cause of it. Isn't that right Peter? She told you to stay inside of the building didn't she, until help arrives?" The monster continued to talk as Peter got angrier and angrier, but also very guilty. "And you ran out as soon as you saw Iron Man flying through the sky, unaware as the Chatari soldier through that spear that should have hit you, though Dear Aunt May stood right in front of you as it pierced her instead." By this time Peter had tears running down his face as he remembered the day so vividly, so clear that he could almost hear her scream for him to run, he screams that had forever haunted his nightmares for 8 years.

"What do you want?" Tony asked bringing Peter back to reality as Nat pulled the small boy into an embrace as she continued to listen to Starks project

"What I want?" The robot laughed, "You want to save the world, but you don't want it to change. How is humanity saved if it's not allowed to, evolve? and there only one past to piece, my job, the destruction of the Avengers." At its last words, Thor threw his hammer, destroying the unfinished project. But the scientists in the room knew that wasn't the end of it.

"I had strings...but now I'm free" The robot creepily sang as he powered off.

"Who-what was that?" Peter spoke up as he looked over the railing.

"Ultron, a malfunctioned project," Tony said.

*Timeskip*

"The Avengers have saved the day again, but at what cost?" The news said but Peter shut it off. He had been watching the news to try and keep up with what his adopted family was up to, but didn't get that much of an inside.

"Hey Peter, are you hungry?" Pepper asked hoping to bring the young boy's spirits up, "A little" He said as he walked over to the kitchen.

"Are they coming home soon?" She asked him, "He nodded his head yes, "But failed to save that city, but did evacuate it." He informed her as he took a bite out of his sandwich.

"Wonder what souvenir they'll bring this time?" Pepper asked raising the boy's hopes. "Maybe after this fight Cap will give me his shield!" Peter guessed for he had been wanting the soldiers shield for a long time now.

Pepper laughed at the boy's enthusiasm, "I don't know, but it might be cooler than Caps shield." Pepper said. "Nah, nothing can beat his shield." He told her as he started to walk back to his room.

When he reached his room he started feeling light-headed, his breaths were becoming shaky, and soon his legs gave out (again) and collapsed on the bed. He would have called out to Jarvis, but he was still offline, and his voice was too weak to call out to Pepper.

Peter started feeling really cold and pulled a blanket up to cover him as he tried his best to stay warm as he felt something horrifically changing in his body, and after that blackness.