It's cold, freezing even. A chill runs down Peter's spine and his chest is constricted. His arms are pinned down by the fallen debris of the warehouse. The cement holds him down and he can't move. He can't breathe and he feels like he's drowning above solid ground. His heart pumps harder, trying to keep his blood pumping but he can't get enough air into his lungs.

"Peter, you need to get up." KAREN says through the mask.

Peter wheezes and the stinging of tears behind his eyes makes him shake his head. "I....can't."

"Peter, you need to get up." KAREN repeats.

A whine falls from Peter's lips. "I can't."

He tries to move his arms and push up but nothing. He's completely trapped and he can't figure out why. He can stop a bus with his bare hands. His strength is literally superhuman but the cement covering his body is keeping him to the floor and slowly suffocating him. He coughs, throat dry from the dust and his chest feels like someone's just set it on fire. More coughing comes from his throat, blood starting to pool in his mouth.

"Peter, you need-"

"I can't!" Peter cries cutting KAREN. "I...I can't....can't get-"

"Peter-"

"I-"

----

"Peter."

You shake Peter softly, a few students turning to stare at you and him with the whimpers falling from his lips. You shake him a little harder and the hand holding his head up falls, his head snapping up while he lets out a terrified scream.

Your eyes widen in horror as you stare at him. Beads of sweat decorate his forehead and you can see him visibly heaving to catch his breath. He looks panicked, not the adorable nervous he gets around you sometimes. No, he is panicked like his life is in danger and he doesn't know how to handle it. You've never seen him like this before.

Peter looks at you with wide eyes before looking around the room where the entire class is just staring at him. Some look a little amused but most students just look confused and a bit worried. Peter got distracted during class but he never fell asleep, let alone had a nightmare and started screaming. Even the teacher just stood at the front of the class in a state of worry.

Peter looks back to you before shaking his head and grabbing his belongings, heading for the door and ignoring the teacher calling after him. Peter slams the door open, momentarily forgetting he does have superhuman strength. The door hits the wall creating an echo down the hallway and sending a piercing sound through Peter's ears. His hand flies up to cover one of his ears and his head spins, heart thumping as hard as it can. He heaves, trying to catch his breath. The hallway seems to be spinning and he collides his back with a locker, sliding down to the floor. He slams his eyes shut, dropping his belongs, both hands on his ears as he panics, replying the mixture of his nightmare and the real events over and over like a terrible movie that keeps skipping.

Back in the classroom, all eyes have turned to you. Your cheeks are burning from embarrassment and worry for Peter. You can either just sit there or you can try and make sure he's okay.

"Can I?" You lock eyes with your teacher and she just reaches to her desk, pulling out the two hall passes.

You get up quick and rush to her desk, muttering a quick 'thank you' before heading for the hallway. You close the door before you quietly and you look both ways in search of Peter which wasn't even needed. He's hunched on the floor against a set of lockers wheezing so bad you can hear him from where you're standing.

Your heart sinks with the sight of him but you don't let that stop you. Your feet hit the tiled floor fast as you make your way towards him. With Peter's panic attack fully clouding every ounce of him, he couldn't pick his head up to look at you coming. For a second, you even thought he happened to not hear you which worried you more. You know about his super powers so you know his hearing is unlike anything else and he always hears you coming. But his head stays between his hands and his stare on the floor, senses completely overstimulated.

"Peter?" You whisper, dropping to your knees in front of him. He doesn't answer you, the wheezing just seems to get louder and more intense. "Hey," You reach out and grab his face, making him look to you. His eyes are bloodshot and his skin is pale as if he hasn't seen the sun in months. "Breathe." You whisper.

Peter heaves, shaking his head while your hands stay covering his. "C-can't." A few tears slip down his already tear-stained cheeks.

"Breathe. You have to breathe." You whisper again, trying to get him to calm down. "Just, one deep breath."

Peter's eyes lock with yours and all you want to do is take it away, take the terror and panic away from him. But, you have no idea how to. You've never seen him like this. You've never seen anyone like this. The most you can do is go off of instinct and what you've seen on TV. You're stuck to hope that maybe it's right and just telling him to breathe and breathing with him will get him to start calming down. If it doesn't, there's always teachers and you can call May but you don't want to have to do that. Peter is supposed to be able to rely on you as you are him so you sit with him. You sit and you breathe because that's all you can do in the vacant hallway.

Luckily, it starts to work. Peter can feel his heart rate coming down and the wheezing subsides. He's getting air into his lungs while he finally feels like the hallway isn't spinning on a tilted axis. There's no more throbbing as his hearing comes back to his normal. Everything starts to slow down and it's just from you helping him breathe. He helps distract himself by only staring at you and not worrying about his nightmare in the middle of class or what could happen to people or any of his normal thoughts. Just you.

"You okay, now?" You ask softly but your hands stay holding him fearing that if you let go, he'll slip again.

Peter nods slowly. "I-I think, yeah." He swallows thickly.

"Okay," You slide your hands off of his and rest them on his knees. "Maybe we should call May?" You offer, pulling out your phone from your back pocket. "It's almost last hour anyway."

Peter hesitates with the offer. There's only one more class after this one but that still leaves over an hour of school time. He's not so sure he won't fall asleep again and if he does, he's not sure what the hell he'll do. He can't just up and leave class again. But, he feels like he can't call May. When Peter freaks out, May freaks out. She's already still getting used to him being Spider-Man, with her only finding out about a week ago. It's not something she's completely comfortable with and if Peter calls and says he not only fell asleep in class but had a nightmare that triggered a panic attack, she'll be completely against it.

"Peter?" You ask, finding his silence a little eery and worrisome. He just shakes his head. "C'mon," You plea. "You told me May made you promise that you would tell her everything. Are you gonna tell me this isn't...ya know, Spider-man related?" You make sure your voice is as quiet as possible just in case anyone happened to be around.

Peter leans his head against the lockers, his hands pressing to the cool floor on the sides of him. He did promise May, that was one of her conditions. If anything happened with Spider-Man, anything at all, no matter how big or how small, Peter had to tell May. He had to be open with her because she needs to know she can trust him. This is something he needs to tell her. He made a promise.

"Yeah, yeah, okay." Peter says as he watches you press the button on your phone and press the electronic to your ear.

May picks up on the second ring and her voice is laced with worry. "Y/n? Aren't you supposed to be in school?"

"Uh, yeah, I am." You stutter, already thinking of the words you're going to say. "Can you come and pick Peter up?" Peter's hands rub up and down his face with your question.

"What happened?" May asks with urgency as you can hear shuffling on the other end of the line.

You explain what happened while Peter just hangs his head in a way of shame. He's Spider-Man. He should be able to just get over this but he's not. It's sticking with him like a bad cold. He can't breathe, can't sleep, can't eat. The only thing he can do is patrol. He can look after the neighborhood, the city, without thinking because it's like at least if something happens, he's doing something. If he's sitting at home or in class, this happens and he wasn't even doing anything. Everything haunts him.

"She's coming to get you." You put your phone back in your pocket and start grabbing the things Peter dropped when he sunk down to the floor.

"I heard." Peter mumbles.

"Okay," You sigh as you get to your feet, Peter's belongings in hand. "C'mon." You stick out a free hand and Peter looks at you with red-rimmed eyes and a soft frown.

"She's gonna be so mad." Peter mutters as he stands in front of you.

"She's not gonna be mad." You urge. "She's just worried about you. I am, too." You shrug your shoulders. "Just tell her what happened and let her help, okay, Pete?"

Peter rubs his eye as he shakes his head. "She's not gonna let me go back out there."

Your brows knit together and you just don't understand him. It's hard to understand Peter sometimes whether it be because of his intelligence, his fast-paced speech, or his moral compass. Sometimes, you just don't get him and this is one of those times. He doesn't have to tell you what he was freaking out about because you know him. You know him better than anyone else because he's let you in in ways he doesn't with other people. You know it's about Vulture, about being Spider-Man and now his focus is still being Spider-Man. You have to question if he's delusional at this point.

"You don't know that. May knows it means a lot to you. Just, go home, okay? Take a nap and I'll come over after school and we'll talk, yeah?"

Peter can sense the worry you have for him radiating from you so he agrees. "Okay." He sticks out his hand for his belongings but you just shake your head and stick out your hand instead.

"I'll walk you to the office." You give him the softest smile as he takes your hand gently.

"Thank you." Peter blushes as the two of you start to walk to the office, the air between the two of you still thick with worry.

You lead Peter to the office where he signed out and took a seat to wait for May. You promised again that you'd come straight to his house after school and asked if he wanted Ned to come but he was quick to decline. It caught you a little off-guard. Sure, you're dating but he never turns down hanging out with Ned. So, it kind of makes you question if he's only saying okay to you because you know he can feel how worried you are for him or because you were there and he wants to make sure you're okay. Peter always wants to make sure everyone else is okay, not himself.

May picked up Peter and the first thing she did was hug him before leading him out to the car. She tried talking to him but he didn't really say anything. May knows her nephew and he hasn't been the same over the past week. He's been off but part of her thought, hoped, that it was just her finding out about Spider-Man. She hoped it wasn't anything that had happened but your phone call pretty much confirmed her fear.

Being Spider-Man makes Peter happy and May knows that. When she sat Peter down to talk about it, she knew because his face lit up like a Christmas tree. He was the happiest he'd been in a long, long time. It's something he has to do and when Peter told her why he wanted to, because if he doesn't, the bad things will still happen but they'll happen because of him, she couldn't tell him no. She couldn't tell her fifteen-year-old nephew he wasn't allowed to go and fight the "bad guys" because Ben taught him about moral obligations and May knew Peter blamed himself for Ben's death because he was there. Now, she understands why he blamed himself as much as he did so she couldn't tell him no. But seeing the kid she adores with every ounce of her being being so uncharacteristically silent, breaks her heart and leaves her wondering if she made the right decision.

When they reach Peter's apartment, Peter still remains quiet. They enter the apartment and Peter doesn't detour to the kitchen or even the living room. His sight is set on the hallway that leads to his room but May stops him.

"Peter, what happened?" She asks and the look on her face nearly crushes Peter.

How ironic.

"May, it's nothing." Peter says, keeping his voice level to ease her worry. "I-I-I didn't sleep well last night and," Peter pauses. "I-I just fell asleep." He dodges her eyes and May's heart breaks for him.

"That's not like you." May says with the shake of her head. "What's been going on? You've been weird over the past week."

Peter shrugs his shoulders. "I'm just tired. Y/n is coming over after school." Peter goes to turn around and walk back to his room, hoping May will leave him alone but she doesn't.

"Peter, you have to talk to me. That's the deal." May's voice is still soft but it's stern showing that she won't think twice about calling Tony and having the suit taken away once again.

Peter hangs his head before looking back up to her. "I'm fine, I promise." Peter lies.

"Y/n said you had a panic attack. That doesn't sound fine." May's eyes search Peter for answers but she comes up blank, she only knows that there's something.

"But, I'm fine now." Peter insists. "It was just a nightmare, May. I've had 'em before. It's fine."

May lets out a soft sigh as she tucks a strand of hair behind her ear. Peter isn't wrong. After Ben had died, Peter had nightmares pretty frequently for the first month. He woke her up a few times yelling and he had a panic attack after one. But, that doesn't ease much of her worry. It eases a small part knowing that this did happen before and he got past it but Peter talked before. Peter talked about being scared and feeling guilty. He's shutting her out now.

"We're not done talking about this." May puts a hand on her hip. "But, go on, get some rest. I'll bring you something to drink."

"Thanks, May." Peter says, faking a cornered smile before heading to his room.

Peter changes into a pair of sweats before going to his bed. He's exhausted but if he's being honest, he has no intentions on sleeping. Peter just wants to lay there until you get there and then you can distract him until it's time for him to go out on his patrol. If he sleeps, he might have another nightmare. He doesn't want to be scared again. Peter doesn't want to be scared anymore at all. So, when May brings him a Gatorade, he thanks her and lies, saying he'll take a nap.

Lying, it's not something Peter liked to do, especially to May but he feels like he has to. He can't let her down and he's gotten through this before. He can do it again. He's older now. He's Spider-Man. A hero. A chosen hero, one chosen by the Tony Stark, Iron Man. Peter can get past this. It's just going to take a little bit of time.

Time ticked by slowly for you. Your leg bounced with every passing second as you wiggled a pencil between your fingers, nearly tapping your paper with every movement. You'd already texted your parents and made sure it was okay for you to go to Peter's after school and that was it. You just had to wait for the last bell of the day to ring and you'd be able to get to Peter's. There's a lot of you that hopes he talked to May and then was able to sleep a little but that's the hopeful part and not the part that knows Peter. The part that knows Peter tells you he was probably stubborn and just caused her more worry. Which, that only got you thinking more.

If he's having a nightmare in class, falling asleep, that probably means he hasn't been sleeping very much. You've fallen into a routine where he texts you after every patrol just so you have some peace of mind before you go to sleep and he's been doing that but it's been short lately. Usually, he'd text you a few times and give you a run down, like he does with Ned because Peter loves sharing everything, even the smallest thing he did as Spider-Man. He just likes talking about it but the past week, he hasn't been. He'll tell you he's home and he's going to bed, that's it. You brushed it off because you know about Vulture and just guessed he was working on being better, maybe. You brushed it off because you really didn't think much of it but now, now you wish you'd thought about it because maybe he hasn't slept.

School finally let out and before you knew it, you were knocking on Peter's apartment door. May answered the door which was no surprise to you, really. She thanked you for calling her before explaining that Peter wouldn't talk to her. It stung your heart finding out Peter wouldn't tell May. You figured he wouldn't but a part of you still hoped he would. May is Peter's number one and will always be his number one, he should talk to her. Peter just needs to talk before he drowns himself.

You walk to Peter's room and knock softly. "Peter?" You whisper, quietly opening the door.

Peter looks away from his laptop and to you with a smile that seems to heal the hurt and worry. "Hey." He says before readjusting and making room for you to come and sit.

"How ya feeling?" You ask as you rest your backpack on the floor beside his nightstand.

"Good." Peter lies again but he has a cute smile that's almost enough to make it believable.

"You don't have to lie to me." You state as you crawl into bed with Peter, him lifting the blanket for you.

"I'm-I'm not." Peter tries, pulling the laptop back onto his lap.

You look at him and Peter hates himself for lying to you. "When was the last time you slept?" You whisper just in case May could hear you.

Peter freezes, his stare set on the bright screen. "W-what? Why? Why would you ask that?"

"You feel asleep in class, Pete. You don't do that."

Peter looks back to you and the sheer look of fear for him, breaks him. "A week." Peter mutters. "I, uh, I sleep, sometimes but, um, not a lot." Peter stammers.

"Why didn't you just tell me? Or May?"

"You worry and May worries and I have to do this and-"

"Peter." You cut him off as his words were becoming too rushed to follow. "It's just me."

Peter groans, burying his head in hands. "I dunno, okay?" Peter says. "I just,I just can't sleep. When I do," Peter trails off and he looks like he might cry again. "That happens. It's dark and it's like I'm under the building again. J-just with...with the nightmares, its...I have the suit and KAREN but nothing and....I-I don't know.." It's almost a whine that leaves Peter's mouth. "I'm fine though. I am." His words are broken like shards of glass to your heart, convincing himself he's okay, not you.

You pull Peter into you, embracing him in a warm hug. Peter lets out a comforted sigh before his hand comes around and grasps your clothing as if you're a security blanket. His breathing starts to become labored and your eyes shut, knowing he's crying again. Your hand goes to his hair and you run through your fingers through it, trying to keep him calm and just let him know you're there. You're always gonna be there.

"Hey, Peter." You whisper softly and he picks his head, eyes tinted a shade of red but it's not like it was earlier. He doesn't look panicked and he even looks a little relieved. "I know you wanna do your normal patrol but please just stay, even if it's for the night. I think a night off will help."

His first reaction is to protest. If he didn't care about going out, he would have just talked to May but there's a plea in your voice and your eyes look like stained glass, ready to shatter if he says the wrong thing. If he tells you he's going out, he'll cause you that much more worry and then May will worry and everything will be for nothing. Peter just can't let the people he cares about down, not now.

"Okay." Peter agrees with slight reluctance.

"Good. And you can talk if you want. My parents said I can stay until nine so you can nap, too." A warm smile etches itself across your face as you look to Peter.

"Promise you won't tell May?" Peter asks.

You hesitate because he should tell May but this can be a one-time thing, right?

"I promise. Now, get some real sleep, please." You press a kiss to Peter's forehead before he presses it against your chest and making himself comfortable against you.