A/N: I'm back. I've discovered that I have a really hard finishing stories because I get distracted by new ideas. Luckily, I've had a lot of extra time on my hands to tackle this newest story, and I'm hoping to have time to go back and finish some of the other ones. This story is already about halfway finished, and I intend to see it through. I'm really excited about where I want this story to go. I'm trying to add some mystery and throw in some curve balls, so I'll be eager to hear your thoughts as you read through the story.

This is AU. It combines events from multiple movies and they come together to form one alternate universe that explores how Peter and Tony meet. It will look at how they grow closer and discover surprising things about one another. This story mainly involves and references some things that take place in Iron Man, Age of Ultron, Civil War, Homecoming, and Far From Home. Really, any MCU movie could be referenced somewhere along the way. Spoilers are always a possibility, but I'm mainly hoping to use these characters to create my own original story. I am also taking some creative liberties with Spider-Man's backstory here. I draw inspiration from the original story, but I really tried to bring in my own ideas.

If you haven't read my stories before, I write it out as if I am picturing real scenes that appear in a movie. Line breaks indicate that we are moving from one scene to another. Additionally, I have a lot of ground that I want to cover in this story. Therefore, there will be multiple time jumps. There are things that I would like to explore in the those time jumps, but it would drag out the story and take too long to get to the things that deserve more attention. In a way, I'm going to have some "deleted scenes." If you are reading and are curious about something that takes place within a time jump, let me know. I can always add my "deleted scene" at the end of the story.

Please enjoy and review! I'm going to be posting multiple chapters today and hopefully a couple more chapters tomorrow. If all goes well, the full story will be finished and posted over the weekend.



Peter stood next to his aunt, staring at his Uncle Ben's grave.

Lost. He lost his parents and now his uncle was lost to him as well.

Peter glanced over towards his aunt. May was trying to keep her composure as she stood in front of her husband's grave next to her nephew. But Peter knew better. He could tell how broken she was inside. Unshed tears were sitting in May's eyes and she had her arms tucked around her, as if embracing herself in a hug.

Peter took a slow, steadying breath and turned back to Ben's grave. A temporary marker sat atop the dirt, where grass was now sprouting. Six months. Half of a year had already passed since the day Uncle Ben died in Peter's arms. Peter dared to glance at May again. This time he caught her as she wiped at a tear that had threatened to fall. Peter's fists clenched at his side. He clenched his fists so tightly that his nails broke the skin. But that didn't matter. Peter would heal quickly. Ben would never heal. There was no way to make up for how he failed May. As Spider-Man, he should have been able to stop the man who shot Ben.

The memory flooded back to him:

Ben and Peter were having a disagreement as they approached the convenience store.

"All I'm saying, Peter," Ben lectured, voice barely containing his frustration, "...is that you need to let your Aunt May and I know where you are at all times. You're our responsibility. What if something happened to you?"

Peter grumbled in annoyance, "Uncle Ben… please… come on! I'm not a little kid anymore! I just wanted to hang out with my friends."

Ben clenched his jaw shut at Peter's whining and opened the door to the convenience store, nodding for the teenager to enter ahead of him. May had asked him to pick up milk, and Ben was never one to go home empty handed when May needed something. The plan was to pick up milk after retrieving Peter from the library. Except Ben arrived early to the library, only to find Peter sneaking back inside… sweaty and out of breath.

Peter used the library as an excuse. He only stayed until his uncle left, and then he would go and experiment with his new strength and abilities. Tonight, Peter had saved some rich lady from a creep that was trying to assault her. She was so thankful that she shoved money into Peter's hand in gratitude, refusing to take it back.

Ben saw the money still in Peter's hand when he had rushed back into the library. The money that was now tucked away in Peter's pocket. Ben frowned at Peter as they moved to the back of the nearly empty store. "I don't suppose you're going to tell me how you really got that money tonight?" Ben questioned.

Peter rolled his eyes, "Uncle Ben! I told you. I met up with some friends that texted me while I was at the library. They made a bet about who could eat the most churros, and I won!" It was a weak lie, and Peter knew it. But it was all he could come with in that moment at the library… the moment he saw his uncle's confused and disappointed face as he rushed back in.

"Churros?" Ben questioned dubiously. "Come on, Peter. Be serious." Ben opened the refrigerator and grabbed the milk, letting the door slam closed and looking Peter in the eyes.

Peter froze when his uncle's eyes met his own. Peter rarely saw this look of angry disappointment from the man. Come to think of it. Peter couldn't recall his uncle ever looking at him this way. Peter swallowed past the lump that was forming in his throat. He couldn't tell Ben about his abilities, could he? That wasn't a good idea. "I don't know what you mean," Peter lied.

The disappointment on Ben's face grew, "Really?" Ben shook his head back and forth. "Your friends gave you two Grants for eating a bunch of churros?"

As if his own body betrayed his lies, Peter's stomach growled in response. Peter sheepishly looked down as if there was suddenly something very interesting on the floor.

Ben raised an eyebrow, "You can't possibly be hungry after eating so much, right? Peter… look at me!" The command was firm, but Ben didn't raise his voice. Ben never raised his voice.

Slowly, Peter lifted up his head to look at the other man.

"Tell me the truth, kiddo. Where did you get the money?" Ben pleaded.

Peter was quiet as he battled the thoughts flooding through his mind. Part of him really wanted to tell Ben about the spider bite and abilities, but that seemed like an impossible thing to confess.

Ben shuffled on his feet impatiently. He lowered his voice and stepped towards Peter, "Are you doing something illegal? Just… please… tell me it isn't drugs! I know you're smart, and I have no idea what you and your friends can cook up in that school's chemistry lab…"

"WHAT?! No!" Peter cut him off. His uncle wasn't necessarily wrong about cooking something up in the chem lab, but he certainly wasn't selling the web fluid he was working on to anyone. "How could you think that?" Peter asked, truly sad at the idea that his uncle could think so little of him.

Ben shrugged. "Seriously? Come on, Peter! I know you better than anyone. Something has changed. Sure… some of it for the better. I mean… you seem more confident, and that's great. But the lying… Peter, that isn't like you at all. Sneaking away from the library and not telling me where you're getting money from…" Ben's eyes were pleading with Peter to tell him something.

Peter couldn't take the look in those eyes any longer. "Some kids at school paid me to do their homework," he blurted out.

His uncle's eyes darkened a little, and for a moment Peter thought he would get called out on this lie, too.

His uncle sighed, turning towards the register and shaking his head. "Damn it, Peter. All that talent and you waste it to help some kids cheat?

Peter followed his uncle to the front of the store, shoving his hands into his pockets. "I'm sorry," he tried.

Ben stopped suddenly, nearly causing Peter to run into him. Ben turned, "That's not good enough, Peter. Never again! Do you hear me? I don't care how much those losers want to pay you! You earned a place at that school. Shit like this could get you thrown out of there! No more!"

Peter didn't answer. He just kept looking at the floor.

"Do you hear me, son?" Ben asked again. "Never again!"

Peter didn't like this lecture. He had helped someone tonight. He hadn't done anything wrong! Everything was out of control, and it was completely ridiculous. In his anger and frustration, Peter looked up at his uncle. His voice was low and came out as a growl, "I'm not your son!"

Ben blinked and stepped back in surprise, as if slapped.

Peter grabbed the milk from his uncle's hand and pushed by the man as he stood dumbfounded in the aisle. "You got it. Never again!"

"Peter! Hang on a second!" Ben called to him.

"Never mind!" Peter said, setting the milk on the counter by the cashier. He pulled out his money. "I'll get the milk and meet you outside," he snapped, turning his back on his uncle and ignoring the hurt and disappointment on his father figure's face. It had been a low blow. Ben didn't deserve that. He regretted his words the moment they left his mouth, but he couldn't take them back now. Instead, he took the frustration he felt with himself and directed it at Ben. That would have to do for now.

Peter would regret the next moments for the rest of his life. He took the fifties from his pocket, ready to pay the cashier when he felt something flash within him like a warning. He turned to see a man come in the door and pull a gun on him and the cashier.

"Nice couple of bills you got there, kid!" The man cocked the gun to show he was serious and said, "Hand the fifties to the nice man behind the counter! Now!"

"Peter!" Ben called to him fearfully.

The gunman turned his weapon towards Ben. "Stay put! Don't be a hero!"

Peter needed the attention back on him, "You know what? It's fine! Here!" Peter threw the money on the counter. "I'm not supposed to have it anyway!" Peter threw a look at his uncle. Maybe now the man would leave him alone. Actually, no... he would probably tell Peter that getting robbed was karma or something.

His thoughts were interrupted when the gunman turned the gun back on the cashier and spoke again, "Put the kid's money and the money from the register into a bag! And throw in some scratchers while you're at!" Peter frowned at the man's request. The man looked at Peter and winked, "I'm feeling lucky tonight!"

Peter rolled his eyes and shifted to take a step to put himself between his uncle and the crazy man with the gun.

Moving had been a bad idea.

"What the hell do you think you're doing?" The man cried out, placing his finger over the trigger and moving it to point at Peter.

Faster than Peter ever would've thought possible, Ben placed himself in front of his nephew. "Please! He's just a boy!" Ben told the man.

Peter couldn't believe this. How could his uncle put himself in this kind of danger after what Peter just said to him. Peter needed to be the one to protect his uncle. He placed his hand on Ben's shoulder, ready to move him out of the way.

"He needs to stop moving! You all need to stop moving!" The gunman cried out.

Everyone froze.

"Except you!" the gunman called over to the cashier (who had also frozen in place). The man pointed the gun back at him as he finished stuffing a plastic bag with money and lotto tickets. Once the bag was full, he snatched it from the cashier. "Thanks!" The man said sarcastically, bringing the bag to his side and turning back to Peter and Ben.

Sirens could be heard in the distance. Everyone's eyes went wide.

"What the hell did you do?" The gunman threw an accusing glance at the cashier, who shook his head back and forth.

"No...nothing!" the cashier said.

"Bullshit!" The man took a step to look out the door, only to see flashing lights. "I ain't going down like this!" The man took a look at Peter. "They come after me, and I'm taking the kid with me!"

"Just try it!" Peter growled out, tired of this whole situation. He was strong enough to take this man down, and he didn't even care if his uncle learned the truth about his abilities in the process.

"No!" Ben cried out, leaping towards the man and grabbing the gun.

"Ben! STOP!" Peter called out.

It all happened in slow motion. Ben tried to snatch the gun. The two men fumbled with the weapon between them. The gun went off. Ben stumbled back, falling into the counter behind him and dropping to the floor.

"Oh God… No!" Peter cried out, rushing to put pressure on his uncle's wound.

The sirens were gone. The police were never coming to the store. They sped by, going to another call.

The gunman looked around in shock and confusion before stuffing the bag inside his coat and quickly stumbling out the door.

Peter didn't follow. Instead, he focused on his uncle. "Ben! Please… no! Please!" Peter increased the pressure on the wound. There was too much blood, and no amount of enhanced ability could keep his uncle's blood inside of his body. "Don't leave me, Uncle Ben. I'm so sorry! Please!"

"I'm calling 9-1-1!" The cashier told him.

"P'ter…" Ben gasped out, eyes searching as if not seeing the boy.

Tears tumbled down Peter's face, "Ben… I'm here. Please don't go. I'm sorry. I'm so sorry that I wasn't honest with you! Pl-please!" His uncle's eyes were going dim. He could see the man's life draining away.

"P'ter…" Ben barely managed to get the name out a second time. "I… I… ugh…" Ben choked on his words, unable to speak anymore. His eyes were distant. Empty.

"Uncle Ben?" Peter asked, voice quivering in fear. He couldn't hear the other man's heartbeat anymore. Why couldn't he hear it? "No! Please…" Peter cried. He lowered his head down on his uncle's shoulder and cried even harder. He knew. Ben was gone, and Peter could never take back those final moments.

Back in the present, Peter wiped at some of his own tears that had managed to escape. May noticed. "Oh, Peter!" She pulled him into a hug. "It's okay. We're going to be okay. I know this is hard on you."

Peter let his aunt hold him. "I'm sorry, May. I should've stopped it."

"Peter Benjamin Parker! Don't you dare say that!" May scolded, suddenly holding him out in front of her by his shoulders. "Look at me! Don't you ever say that! Your uncle loved you! He wanted to protect you! That's our job!"

A new wave of grief washed over him at her words, and he shook his head back and forth in protest. "You weren't there, May. The last words we said to each other… he was so disappointed in me."

May shook her head this time. "Whatever it was, Peter. It doesn't matter."

"That's not true," Peter tried to protest.

"It is! He loved you, Peter! Nothing could ever change that! What he did! He did it because you meant the world to him! And while I wish he could've found another way…" her voice broke a little. "... I'm glad that I didn't have to lose you both."

Peter leaned forward and wrapped his arms around her. "You won't lose me, Aunt May. I'll make Uncle Ben proud. I'll take care of you."

She let out a small chuckle at that comment, "That's my job, tough guy. I'm the one who takes care of you."

"I guess we'll just have to take care of each other," Peter insisted.

His aunt didn't answer with words. Instead, she just hugged him closer to her. Peter looked over her shoulder towards his uncle's grave. He would take care of May and anyone else who needed him. He would make things right by making sure that bad things didn't happen because of him ever again.

As Spider-Man, Peter would protect others. That was his job now. That is how he would honor his uncle's memory.

A week later and Peter and May were working together to sort through things in the apartment. Pictures of Peter, May, and Ben were scattered around the rooms. Reminders of happier times. They had just finished going through some of Ben's old things.

"Here…" May said, holding out Ben's favorite baseball cap and some cufflinks to him. "...He would want you to have these."

Peter swallowed hard. "Oh… thanks, May." He gently took the items from her hands and walked them towards his room. Peter set the items on his dresser as he reached for a shoebox from the top shelf of his closet. Peter clutched the box in his hands, stepping backwards to sit on his bed. He stroked the box and carefully opened the lid to reveal the contents.

Inside were some of the only things that Peter had to remind of his parents, Richard and Mary Parker. The box contained old pictures, his father's watch, his mother's pearl earrings, and a tiny stuffed bear that Peter won at a carnival with them. Peter smiled sadly at the contents. He picked up the pictures as May walked in to join him. She quietly sat next to him on his bed as he removed the pictures from the box.

She smiled as he shuffled through them, "You were such a little cutie!" She reached out to touch one picture in particular. Richard and Mary were squeezing a young Peter in between them in a tight hug, making the boy squeal in laughter as the picture was taken. "I remember this picture. Ben took that picture. I think it was taken only a few months before Ben and I were married." May gently stroked the edge of the picture as if she could touch the younger version of Peter and show him her affection. May rested her head on her nephew's shoulder. "I wish I could've known you as a baby! I bet you were adorable!"

"Yeah, right!" Peter told her, chuckling softly. He continued to go through the pictures and frowned. "I'm surprised I don't have any baby pictures," he told her.

"Hmm..." May hummed. "That is a surprise. I guess Ben never found any after… um… well, after he took care of sorting out your parent's personal items."

Peter let out a long, shaky breath. "It's not right. The memories of the people I loved most are being confined to a damn shoebox."

"That's not true, Peter." May raised her hand and placed it over Peter's heart. "They're always with you. This box is just where you keep things safe, but their memory is locked inside of your heart."

Peter smiled at her as he pulled a picture from the pile, placing it on his nightstand. It was a picture of himself at about 3 years old, sitting on his mother's lap. "I wish I could remember more about them," he told May.

May gave him a small hug, "I know, sweetheart. I'm sorry you have to go through this again. It's so hard to say goodbye, especially like this." She stood up and walked towards Ben's items, picking them up and moving to hand them over to Peter.

Peter gently placed the items in his box, returning the lid with a sigh. "Yeah…" he choked out. "It definitely sucks." Peter looked at the box in his lap and broke, "Why do they all leave me, May? How could I let this happen again?"

"Oh Peter… this… none of this is your fault!" She knelt in front of him, using her right hand to gently lift his chin so that he was looking at her. "Please tell me that you know that, Peter. None of this is on you! Okay? None of it!" She offered him a sad smile, "You still have me."

Peter smiled back, "What would I do without you?"

She shuddered at the thought, but continued to smile at him. She dropped her hand in order to grab a firm hold of his, "Lord willing, we will never have to find out." She leaned forward and placed a soft kiss on his cheek. "Love you, kiddo!" She stood up and walked towards his door, giving him an adoring look as she left.

"I love you, too." Peter called gently to her. Once she left, he carefully placed the box back in his closet with a sigh. He turned and noticed the picture of him with his mother still on the nightstand. He decided to leave it out for a little while. Maybe the picture would spark some memories with his parents. He frowned again, disappointed that he didn't have any evidence of what he was like as an infant. He shrugged, turning to leave his room and see if May needed anymore help.

The next day at school was rough. It had been a long week, visiting his uncle's grave and chasing memories as he and May finished sorting through the last of Ben's things. He hadn't slept well the night before, either. He was plagued with nightmares. Some took him back to his uncle's death, but there were other dreams that disturbed him even more. Sometimes in his nightmares, he would see dark shadows, dragging him away. Or he thought it was him being dragged away. He could hear a small voice crying out, but he couldn't be sure it was his own. It always ended when he (or he thought it was himself) was shut inside a dark space. He always woke up after that.

Peter sighed as he went to his locker after lunch. He grabbed some books for his next class and jumped as Ned appeared beside him.

"Dude!" Ned whined, "Come on, man! You can't just leave me in the cafeteria like that!"

"Sorry, Ned," Peter apologized to his best friend. "I'm just not in the right headspace today."

Ned gave his friend an understanding smile, "Long week, huh? Did you and your aunt finish… you know?"

Peter did know, "Yeah… we finished taking some of my uncle's stuff to the salvation army. It's so weird to donate his things. I feel like he could come home any day and ask where his stuff went."

"I'm sorry, Peter," his friend told him kindly.

Peter shook his head, "It's fine, dude. It's just the Parker luck." Peter shrugged and nodded for Ned to follow him to their next class.

Ned didn't say anything else. He just quietly followed Peter into their history class. They were only a few weeks into the school year, and their teacher insisted on starting each class with a "On this day in history" lesson. Every student took turns presenting on a different day. Today, it was Flash's turn to share a news story. Peter and Ned shared a frown as Flash made his way to the front of the room. They both doubted that Flash would pick anything interesting.

"What's up, everyone! This is Flash coming at you with today's old news."

A collection of sighs and eyerolls went around the classroom. "Simmer down, everyone," the teacher called out, sounding a little bored. "Go on, Flash. Remember… The idea is to discuss how this story has shaped something that still impacts our world today. What did you find?"

Flash cleared his throat, holding out a story he printed. "Today is September 12, 2017. On this day in 2004, Anthony Edward Stark, Jr. was kidnapped from his home in Malibu. The two year old son of Tony Stark and his fiance, Jennifer DeVega, was taken from his home never to be found. Stark returned home to find his fiance dead and his son gone. My dad said that was when Stark went crazy and dove into work, making more and more weapons and stuff. He returned to his playboy ways until he himself was kidnapped in 2008!"

"Flash!" The teacher scolded. "This assignment is not about celebrity gossip. You are meant to address the impact of your historical event on our world today."

"I know, sir," Flash argued flippantly. "I'm getting to that part. Don't you see? I believe that this tragedy was one of the first events to set things in motion for Tony Stark to become Iron Man! First, Stark loses his child and the boy's mother. Then, his own life was threatened when he was taken in Afghanistan. I think these two events sparked something in him. He first made weapons to take out the bad guys. When that didn't work, he tossed the weapons aside to make himself the ultimate weapon. Without Iron Man, New York would've been pulverized when those aliens attacked us in 2012!"

The room was quiet.

"Wow, Flash," MJ called out. "Leave it to you to present a story more depressing and bleak than one I could find."

"I know, right!" Flash said. "I sometimes forget that Stark ever had a kid! I mean… who kidnaps and kills a two year old?"

"Alright, Flash," the teacher called out. "Thank you for sharing. You may feel free to pass the article around the room. And remember… Anyone can earn extra credit by either agreeing to refuting how today's "This Day in History" is relevant to our world today.

Peter had goosebumps. He himself had forgotten how Tony Stark lost a son. It was amazing how his own hero had experienced loss not so different from Peter's own. Tony's parents were killed in an accident, and he lost his future wife and son when he was older. Ned passed the article to Peter, and he couldn't help but wonder if all heroes were doomed to have tragic backstories.

Peter looked at the main picture and caption of the article:

Anthony Edward Stark, Jr.

Imagine a picture here that reveals a 2 year old who looks a lot like Peter (Tom Holland Version)

BORN: August 10, 2002

DISAPPEARED: September 12, 2004

Peter's blood ran cold as he looked at the picture and dates in the article. The little boy in the picture was achingly familiar. It was the same face of the little boy he saw sitting atop Mary Parker's lap in the picture on his own nightstand. And the date of birth was the exact same day as Peter's own birthday.

He took a steadying breath. It had to be a coincidence. It was impossible.

"Your parents didn't have any baby pictures," his mind told him. "Oh God…" Peter whispered to himself.

Ned turned to look at him. "You okay, Peter? You look really pale."

The teacher walked over. "Ned's right, Mr. Parker. Do you need to go to the nurse?"

"Umm... " Peter quickly passed the article to the girl sitting behind him. "Uh… yeah… I'm not feeling so well." Peter didn't wait for further permission. He simply grabbed his backpack and went straight for the nurse, hoping to be sent home. He needed to see that picture by his bed again. And he needed to see that picture next to one of Anthony Edward Stark, Jr.

He wouldn't be able to calm his racing mind until he could prove to himself that he was being crazy.

Because in no way could he ever be that missing kid. That was nuts! It was 100% coincidence that Peter Parker looked identical to Tony Stark's son. And it was totally by chance that they shared the same birthday. It just had to be!

A/N: Coincidence? Maybe.

Read on, my friends, if you'd like to find out more.