It’s the sound of a guttural scream tearing through the darkness that sent Tony bolting upright, panting harder than he had in years. He could’ve sworn with how loud and rapid his heart his beating, cardiac arrest had to be in a close proximity. 

Dozens of thoughts began spiralling through the genius’s mind until his hazel irises fluttered open: Peter. 

A fatherly switch immediately overcame him as wasted no time in launching himself off the bed, covers be damned, wasting no time in running in the direction of Peter’s room. 

He immediately threw open the door and felt his heart break as he watched a trembling Peter writhe in his bed, tears flooding down his far too innocent face. Peter began to mumble strings of incoherent phrases, the ones that were comprehensible ranged from “No! Please, no!” to “I’m sorry, I’ll be better.”

Tony quickly approached the sobbing boy, pulling him close to his chest and called out softly, “Peter, buddy, wake up.” He rocked the clearly distressed teenager as a gasp escaped his lips and his eyes shot open. Peter’s voice was hoarse as he rasped out, “Mister Stark?”

Tony nodded, “Yeah bud, I’m right here. Take a few deep breaths, in and out, let that carbon dioxide and oxygen do their thing.” 

Peter’s cold hands began to tremble and Tony quickly placed his much larger ones over them, and bending his fingers over them, clasping them tightly as he murmured softly, “Peter, what color is the sky?”

Peter replied in a shaky tone, “Well, for typical hours between seven to six, unless in daylight savings seven to four, the sky is blue because our hemisphere faces the Sun, but during the hours that we face the moon, the blue morphs into a black.”

Were it not for the fact that Peter was still in a panic attack, Tony would’ve chuckled. 

But he had his kid clutching him like a lifeline as he struggled to get a control of his respiratory system, and that was his number one priority at the moment. 

Tony gently ran his fingers through Peter’s curls, slowly grounding him, “What’s your name kiddo?”

Peter’s voice was less shaky so that was an improvement, “Peter Parker?”

Tony prodded, “Are you asking or telling me?” One hand subconsciously moved to his trembling back and rubbed soft circles in an attempt to stop the trembling. 

Peter’s voice was somewhat more confident as he replied, “Peter Parker.”

Peter sharply inhaled and exhaled, gently collapsing against his mentor who was cradling him softly. 

Tony leaned back on Peter’s bed asking concernedly, “Peter, do you want to talk about it?”

Peter shook his head, nightmare still vivid in his mind. 

It started with an endless black, that stretched to infinity and beyond, and the more Peter squinted the more a sense of dread flowed through his veins. 

Then he heard the voice that he hadn't heard in decades spoke in a cold, forceful tone, "Peter, I expected better from you." 

Peter turned around and froze in shock, as he found himself face to face with his parents. Parents who looked extremely angry with the dire looks of hatred embedded on worn out faces. The father crossed his arms and spoke harshly, “Do you know how much I, we, gave up for you? We gave up our freedom, our dreams, our happiness, everything to protect you! To make the world a better place for future Parkers, but you were a disappointment! You were just a weak, pathetic person who doesn’t know his place, weak!”

His mother was silent no longer as she spoke, “I thought we did the right thing by furthering out advancements at SHIELD, despite isolating myself from my sister and my brother-in-law, telling myself countless night after night that everything I did was for my son, my son who I thank the Lord to this day that I wasn’t there to watch you grow up to the utter failure that you turned out to be.”

Peter could only still as his mother’s face contorted into utter disgust and then hissed, “You’re the reason we died Peter.”

His father took a step toward him, anger radiating off his features as he echoed mindlessly, “You are the reason we died Peter.”

And then Peter watched helplessly as the cloud that his parents were delicately standing on gave way and his parents slipped through silk webbing. 

Peter wished himself to fall to, but he felt cold concrete under his feet, coldness spreading through his body as if it were mocking his inclination of the same demise. 

The venomous voice of Flash Thompson overlayed, “Huh, puny Penis Parker, always thinking that he’s better than everyone because he’s so smart. Well you’re not that smart Parker, well you might’ve gotten a hundred on that test, I had a hundred and three with my extra credit. And let’s not forget when you answered that other question wrong in class. You’re not that special Penis.” 

A stinging watery sensation began to prick the back of Peter’s eyes as he dipped his head down, trying yet failing to let the malicious words seep its way through Peter’s ears and worm it’s deranged way into his beating heart, that was broken yet held together at the same time. 

And the next thing Peter knew, the gravelly voice of the person he swore he’d see when he died appeared, “So, you think ‘cause you got those powers, you’re a superhero now, don’t ya?”

Peter felt his heart thud increasingly louder as his lips opened and the three syllable phrase slipped through his dry lips, “Uncle Ben?”

Uncle Ben’s eyes that were usually filled with love and warmth were replaced with a cold, and hollowed look, eerily resembling how he looked when he breathed his last breath. Peter felt his adrenal glands stimulate an overwhelming amount of panic into his bloodstream, and Peter felt sick at the red liquid that was splattered over his Uncle’s shirt. It was eerily similar to how Ben looked when he died, wearing his police officer uniform with a seeping red blotch that made the hollowed eyes seem more vulnerable than the strong and determining feeling they were supposed to emit. 

Peter couldn’t process any words as his heart continued to pound so louder, Peter was sure it was vibrating. 

Just at the mere thought of thinking about the figure that gave him the courage to embrace his powers, Peter’s breathing hitched again and he felt himself shake and his vision blue. He wheezed out, “Mister Stark, I can’t.” 

Uncle Ben seethed at Peter, wasting no time in uttering, “Peter, you were always a naive child, and you haven’t changed at all. How can you be a hero when all you do is cause pain and hurt to the people you are close to? Your parents died in a plane wreck Peter, and I think you in because I didn’t want that guilt on my shoulders, and who I was I to turn you down on a chance? If I would’ve known how you would’ve turned out I would’ve immediately given you to child services, because there was no way in hell I was going to raise the kid that killed me! You’re a murderer Peter, you had to go to the arcade that night, of all nights! You think you’re a hero, you’re not! YOU’RE A KILLER!”

And then too, Ben fell from the clouds and Peter hadn’t realized that he was crying. He felt his throat constrict as the asthma that he used to have snaked its way back into Peter’s chest, making it hard to breathe, and harder not to thwart the oncoming panic attack that he knew was bound to come. 

Peter’s breathing turned to splutters as he wheezed out in frustration, “Mister Stark, I c-can’t.”

Tony nodded, wishing that there was something, anything he could do to make it better gently grasped Peter’s wrists and rubbed a patch of skin as he whispered soft reassurances into Peter’s ear, “Peter, starai bene. Te lo prometto, farò tutto il possibile per mantenerti al sicuro e felice. Te lo giuro sulla mia vita. So che sei una gemma spaventata, ma devi respirare, presto sparirà, lo prometto.” You’re going to be okay. 

He dramatized his breathing in hopes to get Peter to follow, “In and out bud, like me.” He placed Peter’s hand over his chest so he could feel the systematic breathing and slowly Peter began to mimic him. Tony asked softly as he looked over at Peter concern etched over his features, “What do you need bud?”

Peter just barely managed to choke out, “I-I don't know?”

He clenched his eyes shut as he felt anxiety surge through him, itching and inching venomously, like a target marking out it’s prey. He whispered in a childlike tone, “Mister Stark, please make it stop.” The fifteen year old didn’t care how childish he sounded, all he could feel was his constricted chest hurt and his airways burn. 

Tony nodded, fumbling for the inhaler he kept with him at all times, count and then inhale, alright?” Peter was just able to nod. 

Suddenly, the stone-cold cement-like block he was standing on morphed into cotton candy and Peter felt himself falling against thin webs of spider-silk as fuzzy voices overlayed the panicked sobs that choked out of quivering lips. 

He flipped and spun as the air was knocked out of his lungs and all he could hear was angry voices of various influential figures in his life and panic increase. 

“1.”

He heard the seething voice of Flash’s goons taunt, “You’re pathetic Parker. No wonder only your fat friend and the weird girl talk to you. Freaks like freaks huh?”

“Breathe in, 2.”

The stone-cold voice of the police officer he helped save, “Kid, get off these streets. Leave the saving to the real heroes, not kids in wannabee outfits. You’re no Iron Man.” 

“Breathe in, you’re doing so good buddy, 3.”

One of his teachers who thought he was fooling around but was actually helping Ned during the lesson, “Zip it Parker, you could at least try and pay attention. Be like the other kids who have potential.”

“4. Almost done.” Tony moved a hand back to Peter’s back and rubbed soft circles. His anxiety attacks were never this bad, whatever was triggering it was really bad and Tony couldn’t help but feel worried as he encouraged the boy to restore his breathing rate. 

The patriotic voice of Captain America as he dropped a crate over him, “Stay out of this kid, this isn’t your fight. This is for the real heroes, the Avengers.”

“5. Two more and then we’re all done.” 

The dejected, heartless tone of May Parker who sadly shook her head and yelled, “I took you in because Ben wanted to, I thought I was raising a good child, not one who sneaks out all night and does okay in school. I let it slide at first, but this is where I draw the line. Get out Peter.”

“6. Last one bud. Yep, in and out, you’re doing so good.” 

The empty, disappointed voice of Tony Stark echoed not long after, “And if you died, I feel like that’s on me.”

Peter sucked in one last breath and his breathing returned to normal. All that was left was the shaky and weeping boy. Tony offered an encouraging smile as he gently placed the inhaler back on the nightstand and rubbed a patch of skin on Peter’s knee. He waited a few moments for Peter to try and pull himself together before asking gently, “You want to talk about it?”

Exhaustion caving into the boy, Peter gently shook his head as he yawned. 

Tony nodded as he joined Peter on the bed, “Well, we’re gonna talk about it, because whatever’s bothering you, is bothering you a lot, so I’ll make you a deal. You talk, and then we’ll sleep. Tomorrow’s Saturday anyways, so we can have the whole day to sleep, how’s that sound?”

Peter nodded as he crawled onto Tony’s lap speaking in a voice barely higher than a whisper, “Mister Stark, do you think I’m a failure?” 

Tony shook his head and breathed out softly, “No, never. What’s on your mind kiddo?”

Peter swallowed, pausing before replying, “It’s that, sometimes I think that I’m not really making a difference, and that all I’m a failure.”

Tony slightly frowned as he looked down at the trembling bundle in his arms. He moved the hand that was rubbing circles on Peter's back to gently caress the side of his face, “Pete, what makes you think that?” 

Peter struggled to formulate an answer as he clenched his eyes shut but opened them soon after replying, “Because everyone me either dies, ends up me leaving me, or tries to get away from me after they become disappointed in me. And it’s not their fault, this doesn’t happen to normal people, but I’m not, I’m a freak.”

Tony hummed in disagreement, “Peter, hate to break it to you, well not really, but that’s not true. You didn’t force your parents on the plane, or cause the plane to crash, that wasn’t you. It wasn’t your fault that your Uncle was shot. You didn’t have a gun, nor did you pull the trigger. You were just a kid, a kid who wanted to be a kid. And you didn’t give your Aunt cancer did you? Exactly. It’s not your fault that those punks at school go out of their way to make your life hell, it’s their fault that they choose not to accept you for who you are, or your outstanding potential. Them, not you.”

He adjusted Peter’s position so he was tucked against Tony’s chest, “Peter, you embraced powers at the young and witful age of fourteen, and yes, you are making a huge difference. An Avenger-worthy difference. Did you know that crime rates have decreased by over fifty percent because of you? More people are getting home safe because of you. You Peter, you are making differences. You’re not a failure Peter, you could never be one.” 

Peter couldn’t help the childish tone that slipped through his words, “You really think so Mister Stark? Am I really good enough?” 

Tony nodded as he pulled the blankets over himself and the small teenager that was tightened around his chest, “Yeah kiddo. So much. In fact, I know so. Alright? I’m going to stay right here with you, okay? I love you 3000.” 

Peter murmured as his eyelids fell shut. “I love you 3001.” 

Tony smiled fondly at the sleeping child curled up in his arms. You have no idea how much I love you. 

A/N: Well wasn't that a jab in the feels?