a/n this idea came from beaucoyne thank you so much for letting me write it and i hope you and everyone else likes it !!

Cw: death, illness, much angst

Also Flash doesn't exist because i didn't feel like writing him

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Ever since Peter was young seeing people feel sad alway made him feel sad too, so he tried his best to make people smile and laugh. It was especially hard because Peter's emotions affected everyone around him too.

For a while after his parents died every time Peter walked into a room all the laughs would die and the smiles turned to frowns. Because of this Peter tried to look on the bright side for everything, find the positives.

He never let a bad test grade get him down (no matter how rare they were for him), he never let the feeling of a bad day bring him down, Peter didn't even let himself grieve when Ben died. Peter smiled and he laughed so everyone would feel happy too, and especially so no one would feel sad.

When Tony died it was hard to look on the bright side. It felt like Peter lost another father figure; it was back to just him and May. But Peter pushed through, he made sure there was a smile on his face every time he went to class.

As soon as Peter would walk into a classroom everyone just felt... happier. It was like the room lit up. And don't think no one noticed this. If Peter left the class to go to the restroom or office, the room felt a little less bright. And everytime Peter laughed a smile was brought to everyone's face.

People would try and make Peter as happy as possible. Like giving him encouraging anonymous letters in his locker, complimenting him, some people would randomly give him hugs.

Everyone knew, yet no one said anything. It was an unspoken fact. Until MJ organized a meeting between all of their classmates—except for Peter—to talk about it.

"Alright everyone, here's the deal, we all know that Peter's emotions affect everyone. Right?" MJ said.

A chorus of yeahs, yups, and yes' rang throughout the group.

"And he's always happy. Al-ways. Peter never has a bad day. So I say we make sure it stays that way. Not for our sake but for his. We all have off days, and Peter probably does too but he doesn't let it get him down. So, if something bothers Peter bad enough that we can tell then whatever is making him feel that way must be horrible." MJ looked around before continuing, "If that ever happens we need to get to the bottom of it. Got it?"

Everyone nodded.

"Great. Now in the wise words of John Mulaney's friend John 'Scatter!'"

It was about a month after this meeting that May got really sick. Like really sick. She had to stay in a hospital. Peter stayed with the Avengers most nights but sometimes he slept in the uncomfortable hospital chairs in May's room, or he went to May and Peter's apartment to stay the night when he felt too sad to be around anyone.

As May got sicker it was harder for Peter to look on the bright side. He was losing his last blood relative. He'd lost his parents, he'd lost Ben, and now he was losing May.

But Peter always made sure to be as happy as he possibly could when he went to school or stayed with the Avengers. He could not let them be brought down by his emotions, everyone already had their own stuff to deal with and it felt selfish to pile his own problems on their plates.

But one morning he woke up, his back killing him from sleeping in a hospital chair for the whole night. He looked over at May and his heart sank, he could hear her breathing slower than normal and his Spidey-Sense™ was blaring. Peter couldn't shake the feeling that today was it, that this was the day May was going to go.

Peter sat there for a while—he had to stay, he needed to stay. He couldn't leave May—until May woke up.

"Peter?"

"Yes May? Do you need something? Water?"

"Honey why aren't you at school?"

"I didn't feel like leaving you," Peter lied. He couldn't say the real reason even though May knew he was Spiderman. He wanted her to have some hope, he didn't want her to worry more than she already was.

"I'll be fine Pete, go to school. I'll still be here afterwards," May smiled.

"Can I just stay today? One day couldn't hurt."

"You said you had a test today, you need to go so you can take that," May said, sounding a bit more serious.

"Are you sure you'll be fine?"

"Yes Peter, now go." She shooed him away with her hands.

"Okay fine, see you later May. Love you," Peter said, giving her a kiss on her forehead.

"Love you too Pete, have a nice day!"

Peter nodded and grabbed his backpack before leaving the hospital room.

May would be fine, right? He was just being a bit paranoid. He'd come back from school and she'd still be there. May would ask him about his day and then tell him to go to the tower and sleep in a real bed.

By the time he got to school it was already third period. As he walked to the office he tried to shake his feeling of dread and sadness.

Peter wasn't ready to lose May.

Before he walked into his class Peter stood outside the door for a second practicing his smile. If he looked and acted as he normally did no one would suspect anything, right? That's how his emotion thing worked; as long as he seemed happy he would probably start feeling happy.

He walked into his class, smiling. "Sorry I'm late, my alarm's batteries died," he said handing his teacher the late slip.

Everyone felt it as soon as he walked into the class. This overwhelming wave of despair. They all looked at each other like, "It's not just me right? You feel it too?"

The students all looked back at Peter. He looked the same. Smiling like nothing in the world mattered. Peter was definitely the cause of the sadness but if he felt this sad how could he look so unbothered?

Peter sat in his chair and pulled out his notebook. He waved to Ned and MJ, a wide smile on his face, as the teacher resumed the lesson.

Even the teacher felt the change, he kept looking back at Peter every few minutes during the whole lesson.

After class, Peter, Ned and MJ all walked towards the cafeteria talking about legos, and Star Wars. Anything Ned and MJ could think of to try and make Peter happy.

They walked to the lunch line and got their trays. As they walked to their table Peter abruptly stopped and his tray clattered to the floor.

The entire room was drowned in a wave of Peter's emotions. Complete hopelessness and distress. The room quieted and everyone turned towards Peter who stood there, frozen, eyes wide.

Peter quickly snapped out of it and sprinted out of the room, tears falling from his eyes.

All the students in the lunch room turned towards MJ.

"What do we do?"

"I'm going to text Peter's Aunt, see if she knows anything."

MJ quickly sent May a text. "what's up with Peter? he was really sad today, and he ran out of the cafeteria."

After a couple minutes of everyone anxiously waiting, MJ decides to text someone else. Nat.

"hey nat, do you have any idea why peter was acting so strange today?"

She gets an answer within the minute.

"He didn't tell you guys?"

"tell us what?"

"May's sick."

MJ raised her hand to her mouth.

"What?" nearly everyone in the room yelled.

"His aunt is sick," MJ answered.

Everyone deflated. They knew Peter's aunt was his last living family member.

Peter ran to the hospital. He ran even when his lungs began to burn and his legs began to ache. He wasn't going to stop until he got to his aunt's bed side.

He ran through the hospital's hallways, up the stairs; the elevator would take too long. He got to May's room just in time to see nurses leaving as the doctor turned off the heart rate monitor that had showed a flat line.

"Sorry kid," he said, patting Peter on the shoulder before leaving him alone.

Peter walked over to the bed as everything was getting blurrier and blurrier. As soon as he saw her unmoving chest, and couldn't hear her heart beat no matter how hard he focused, Peter fell on his knees beside May's bed.

His body shook as he sobbed. May was gone.