VULTURE FLEW AFTER the cargo plane. The aircraft had activated its cloaking tech but Adrian was still able to see it through his goggles.

Toomes spoke to Phineas on the ground. "I got a visual on the plane, but I'm feeling a little bit of resistance."

"It's probably just drag on the new turbines."

Adrian agreed and kept flying, unbeknownst to him that Spider-Man was hanging off of him on a web. They soared over the clouds and Y/N looked down at the island below him.

"Jesus!" He exclaimed after seeing the great height.

Toomes made it to the belly of the plane and latched onto it, cocooning himself between his wings and the aircraft. Y/N stuck onto the bottom of the plane as well, which was a pretty tough feat considering the amount of wind.

Y/N tried to zip closer using a web, but the wind wasn't letting him get a straight shot. He resorted to crawling his way toward the wings and tried to pry it off. Adrian was already inside gathering valuable items to take.

Spider-Man kicked the wings. After several tries, it shifted a bit and air started to get sucked into the plane. Adrian heard the alarms and saw the web-slinger through a camera feed in the room. He shook his head and let out a frustrated yell.

"Argh!"

Y/N kept kicking but the wings suddenly detached from the plane. Adrian was already back in his wingsuit and was determined to put down Spider-Man.

Vulture flew around the plane as Y/N climbed up the side of it. He was alert in case Toomes were to suddenly attack.

"I could be at homecoming...having some snacks...drinking some punch...dancing to some 2000s pop music...but here I am thousands of feet in the air battling a guy who looks eerily similar to 1989 Batman."

Vulture flew at Y/N and tried to slash him with the wings, but the teenager ducked and caused him to cut the side of the plane. He shot a web at Vulture's foot and got pulled off the plane, but Spider-Man stuck another web to the aircraft, dragging Toomes back.

Unfortunately, the panel his web stuck to detached. Y/N was in mid-air and saw that he was in the path of one of the plane's engines.

"Oh, God! Oh, God! Oh, God!" He exclaimed, shooting as much webbing as he could at the rotating blades.

Y/N luckily was quick enough to stall the engine and laid against the bedding of web he made. Vulture also came toward the engine and slammed against it, his wings damaging and causing it to erupt into flames.

"I can't believe that worked!" Y/N cheered to himself, but then the blades he was laying on popped out of the engine. He stuck to the wing of the plane before he can plummet to the Earth below.

Spider-Man climbed to the top of the plane. Vulture wasn't far behind and dove at the web-slinger, still trying to slash him with his wings. The villain came back around and slammed his talons down at him, but Y/N was able to dodge.

Adrian took steps toward Y/N, striking both his talons and tips of his wings at him. He missed every time and ended up damaging the plane further.

One stab caused sparks to fly and they hit Y/N in the face. It disoriented him and he got unstuck from the plane. He shot a web at the tail engine before he can fall, staying with the aircraft.

"Chief! Chief!" Phineas spoke to Toomes. "You're losing altitude. Get out of there!"

"I'm not going home empty-handed!"

Vulture started to cut through the top of the plane with his wings. He wanted to take at least one crate of Stark technology home so that he can be set for life.

Y/N pulled himself up onto the engine and stuck there. The descending plane went through a set of clouds and upon the skies clearing, Y/N saw that they were headed toward the city.

"Oh, crap!"

Y/N turned around and shot a web at one of the flaps on the wings. He pulled on it and forced the plane to turn left away from the skyscrapers.

"Turn! Turn! Turn!"

The cargo plane was about to hit a building but missed at the last moment. It soared by a few more buildings as the aircraft flew sideways.

A sudden jolt caused Y/N to let go of the web and fall onto one of the tail wings. He held on and looked forward, seeing that the plane was on course to crash onto the beaches of Coney Island.

The aircraft hit a tower first before crashing into one of the recreational buildings. It slid against the sand and the plane started to come apart. Inertia caused Spider-Man to be flung forward, where he rolled against the sand and ended up on his back.

The web-slinger groaned as he laid on the sand. He felt his face getting hotter and quickly realized half of his mask was burned and singed. He took it off, panting as he got back on his feet.

Brunt scraps of metal, plane parts, and crates on fire surrounded the teenager. He was also in a daze as his vision was slightly blurred and all he could hear was white noise. He felt rumbling and turned to his right to see what it was.

Vulture flew out of the smoke and toward the unmasked vigilante. Y/N didn't have time to react before the villain tackled him. Y/N rolled across the sand after the hit, and Toomes also took time to recover as his wingsuit was damaged.

"I said I'd kill you, L/N!" Vulture shouted. "And I'm a man of my word!"

"I didn't think killing kids was your–"

"Shut up!"

Vulture flew at Spider-Man, but he rolled under his path. He spun around and shot a web at Toomes, but unfortunately missed. The winged villain came back down and pinned the web-slinger to the floor, puncturing his shoulders with his talons.

"Argh!" Y/N screamed.

Toomes punched Y/N twice in the face, but Y/N was able to free one of his hands and shoot a web at Vulture's visor. It disoriented the villain for a moment, giving Spider-Man the chance to pry the talons off of him and roll out of the way.

Vulture swiped his wings at Y/N, which made contact and gashed him across the chest. The teenager grunted in pain then quickly leaped onto the back of Toomes. Vulture ascended and tried to get as much altitude as his damaged suit could let him.

Y/N punched the man in the head but was pulled off. The vigilante didn't let himself fall, so he web-zipped at Vulture and kicked him in the chest. This initiated an aerial battle where Toomes tried to fight back using his sharp wings.

Spider-Man bounced off of Vulture during one attack, then web-zipped back toward him where he kicked off again and flung him away using a web-line.

Vulture started to descend and Y/N engaged him at the lower altitude. Toomes ended up grabbing him with his talons and slamming him against the sand. He flew upwards, but Y/N webbed the villain and pulled himself up with Toomes.

He hit him across the face and the two struggled in midair. Vulture spun around quickly and tried to throw Spider-Man off, and he was ultimately successful. Y/N fell onto the sand and groaned upon impact. Toomes didn't give him time to recover, as he grabbed Y/N by his back and slammed him into the sand several times.

Toomes dropped the bruised and exhausted vigilante. Y/N groaned as he rolled onto his back, and Vulture landed beside him. He loomed over him, prepared to stab him with the tip of his left wing.

Before he could, Toomes looked ahead and saw glowing disc-like objects in the sand. They were arc reactors, and the crate next to them contained even more.

"Bingo." He said.

Adrian took off his helmet and walked toward the crate, ignoring the beat-up web-slinger on the floor. Vulture leaped onto the crate and grabbed it with his talons, then started easing his way up using his wings.

Y/N raised his head and looked upon the scene. He noticed Adrian's wingsuit sparking and whirring, the damage being ever so prevalent. The boy knew what was about to happen.

"Toomes...your suit! It's gonna explode!" He exclaimed.

He didn't hear and kept trying to fly up with the crate. Y/N extended his right arm and shot a web-line at the container. He got to his feet and tried to pull it down.

Adrian looked at the teenager. "Time to go home, Y/N!"

Even though the man was trying to kill him not that long ago, he couldn't let Adrian die. Not if he had a chance to keep it from happening.

"I'm trying to save you!"

Vulture glared and cut the line with his wings. Spider-Man fell on his back and watched as Adrian kept going up. Y/N tried to shoot a web again, but his web-shooters were empty.

The wingsuit kept whirring and sparking. Adrian began to realize something was wrong and his motor started to sputter.

"No!" Y/N exclaimed as he watched Toomes crash into the sand.

He panted as he looked through the flames. The teenager got up and ran through it, trying to find any sign of Toomes. Y/N then saw what looked like wings buried beneath the metal and he went to pull them out but burned his hands in the process.

"Ah!" Y/N flinched his hands back but mustered the tolerance to keep lifting the large metal beam.

He threw it aside and saw Toomes laying in the sand. Y/N picked him up and carried him over his shoulder, walking toward an open area with the least amount of surrounding flames.

He placed Adrian on the floor and took a breath before falling into the space beside him. They both coughed and felt the toll their bodies had just gone through. Y/N slowly stood back up, looking down at Toomes who was staring back at him.

There were no words exchanged. Adrian knew that the kid didn't have to save him but did anyways. Y/N didn't need a thank you of any kind, it was just something he had to do.

About twenty minutes later, the authorities showed up at the scene. Damage Control agents roamed through the wreckage, and among these people was Happy Hogan.

The man stumbled upon stacks of crates containing tech webbed together. In front of the boxes was an awake Adrian Toomes, who was also webbed up. Beside him was a note, and Happy aimed his flashlight on the sheet to read it.

FOUND FLYING VULTURE GUY
- SPIDER-MAN
P.S: SORRY ABOUT YOUR PLANE

Sirens blared as police cruisers sped down the street toward the beach. Nearby, on top of the Cyclone rollercoaster, sat Y/N. He looked across toward the beach, taking a breath and leaning his head against the beam.

Back at the school, the homecoming dance was near its conclusion. The deejay was still at the turntables, looking to play a couple of more songs. Only a few students were still in the gym while chaperones were cleaning up the beverage-slash-snack tables. Included with these students was MJ, who sat on one of the chairs by the stage.

The door opening could still be heard through the sound of Ellie Goulding's Lights being played, and MJ looked up to see the teenager walking in. It was Y/N.

The brunette got up and walked toward him, the two meeting up in the middle of the barren dance floor. She noticed how he looked now, with his wrinkled suit and missing the tie he had on before. MJ could also notice the fading cuts on his forehead, which was thanks to his healing factor. The boy looked pretty exhausted as well, but he still tried to put in a smile.

"MJ..." He looked down at his hands for a moment. "I'm sorry I left. I'm sorry that I ruined this night for you."

The girl gazed at the boy, a saddened look on her face. She wasn't sad because of what happened, but because of how Y/N was apologizing. He didn't need to.

The teenager continued. "You didn't deserve this. If you hate me now, I don't blame you. I just wish I could–"

MJ put a hand on each side of his face and leaned in to kiss Y/N. It came as a surprise for him but kept the lip lock going for a few seconds. They both pulled away but the brunette kept her palms where they were.

"It's okay." She reassured him, looking into his eyes. "I know. I know."

Y/N took a second to realize the context of her statement. He let out a small exhale.

"You know?"

"I've known for quite some time." She smiled and softly chuckled. "I'd recognize those eyes anywhere."

The boy breathed out a laugh, expelling a sense of relief as well. He thought back at the time when Tony told him his balaclava was a dumb way to hide his identity. He was right.

"I've been wanting to tell you–"

MJ put a finger at his lips and shushed him, not wanting him to explain and stress about it further.

"I figured it out anyway."

Y/N smiled, then looked around at the almost empty gym. Music was still playing, and he didn't mind grooving to some Ellie Goulding to end the night.

"There's still time." He looked back at MJ. "Care to dance?"

MJ chuckled, taking up the offer. "But none of that slow dance stuff. Besides, this song isn't meant for that type of vibe."

"Perfectly fine with me."

The two went under the disco ball, reminiscent of Y/N's drawing the day before. The deejay kept the music going as Y/N and MJ danced, moving to the pop song and cheerfully laughing through it all.

• • •

IT WAS THE MONDAY after homecoming. A content Y/N walked with Peter and Ned down the hallway, passing by students who were taking down banners and posters of the event last Friday.

"It was so insane..." Ned began. "Like it was just crazy. Like he was just *blast noise* and then you were like aaah and then Peter hit him with the *repulsor sound* like...oh my, God."

Y/N chuckled at his friend recalling their encounter with Shocker. He pat him on the back.

"I'm glad you two came out there." He then glanced at Peter. "You saved me."

His best friend shrugged. "Of course, man. You have my back and I'll always have yours."

Ned looked at Peter. "Over the weekend, I've been thinking. You think you can make me a gauntlet too? It doesn't even have to shoot out beams. Just something that I can wear."

Y/N and Peter chuckled as they made their way to the library. Inside, they saw a few members of the academic decathlon team sitting at a table. They joined them, waiting for everybody else and Mr. Harrington.

One by one more of the members showed up. MJ and Gwen arrived as well, the two greeting the boys. MJ mouthed a hi and gave a smile to Y/N before sitting down, which the teenager reciprocated.

They waited for a few more minutes before Mr. Harrington finally arrived. He held their national championship trophy and placed sit on the table.

"Congratulations, decathlon national champions." He said and applauded, which the rest of the table did as well. The teacher sat down and continued.

"I'm going to have to put this back in the trophy case soon, but just for motivation right now at this practice. I'm a little ahead of the game, but we will need a new team captain next year..."

Liz was going to move to Oregon soon and was on her way out of Midtown. Her father's arrest affected her family greatly, and he didn't want them around during the trial. With that, the senior removed herself from the team and the group.

"...so I'm appointing...Michelle."

MJ looked up after hearing her name. Every other member turned to her and applauded their their new captain.

"Uh...thank you. My friends call me MJ."

"Don't take that for granted, guys." Ned told the rest of the group. "If she considers you a friend you are her friend."

Suddenly, Y/N's phone buzzed and he looked at it. An unknown number texted him telling him to go to the bathroom.

"I...uh...gotta go." Y/N muttered.

Gwen arched a brow. "Where are you going?"

Eyes were glued to Y/N as they awaited his response. He looked back at Gwen and tried to think of an excuse.

"I forgot that I...left something in Spanish class. I'll be back, though."

Charles and Abe gave each other a confused look. Peter and Ned assumed the text was something related to Spider-Man...even MJ had an inkling.

Y/N glanced at MJ, his new team captain...best friend...and girlfriend? He didn't know if they were official and the brunette thought the same thing. Only time would tell.

"Is it okay if I can excuse myself for a moment?" He asked.

MJ looked at him for a moment before her straight face turned into a smirk. Just like he promised back during homecoming, she knew he'd be back. The tanned-skinned girl touched the top of his hand.

"You go ahead."

Y/N smiled and got up from the seat, leaving the library. The teenagers at the table noticed the subtle interaction. Only Peter and Ned knew of their budding romance since they were told over the weekend. Gwen looked at MJ and nudged her on the shoulder.

"Oooh."

Flash made a confused face but was also annoyed that Y/N got to excuse himself from practice so easily.

"Really? Are we gonna let our new captain play favorites now?" He remarked.

"Quiet, Thompson."

MJ shot a look at Flash, which was deadly enough to change the boy's tone. He sat back in his chair and stayed quiet. A few of the kids at the table snickered at the interaction.

The girl spoke to the team. "All right, we should run some drills..."

Y/N walked into the men's restroom, seeing a suited man facing the wall. He turned around and the boy realized it was Happy Hogan.

"Uh...hey, Mr. Hogan." Y/N awkwardly greeted. "What are you doing here?"

"You can call me Happy." He replied. "I...um...really owe you one. I know it seemed like I didn't like you at first–"

"Yeah, you didn't." Y/N interjected.

"Yeah, I didn't." Happy admitted. "After hearing how you double-crossed Tony, it was just my nature to hate you. But now I see that you're not that asshole little kid I thought you were."

"...thanks." Y/N replied.

"Anyways, the boss wants to see you."

"Tony?"

"Uh-huh. You and Peter."

"Wow." Y/N replied. "Like right now?"

"No, after school." Happy looked at his watch. "Which is about an hour and a half from now. Tony doesn't want you to ditch."

"Understandable."

Happy started making his way out of the bathroom. "I'll be waiting outside. Bell rings...get Peter and come straight to me."

He felt, leaving Y/N in the restroom. The teenager smiled and let out a chuckle before leaving the room as well.

• • •

THE TWO FRIENDS arrived at the Avengers Compound in upstate New York. This was Y/N's second time there while it was Peter's first. He had been going to Stark Tower instead throughout his mentorship with Tony.

Through the window, Peter watched a quinjet ascend from its platform and fly out into the sky. He was in awe along with Y/N, who hadn't seen that type of aircraft in a while. Happy stood beside the teenagers, smiling.

"You don't see that every day." He remarked.

"Ah! There they are." Tony called out as he walked through the foyer. "How was the ride up?"

"Good." Happy answered.

"Can I get a minute with them?"

The head of security wasn't used to being sent away by Stark. He did a double-take.

"Seriously?"

"Yeah. I got to talk to the boys."

Happy nodded. "I'll be close behind."

"How about a loose follow? You know? Boundaries are good."

Tony went up to Peter and Y/N, standing in between them and patting them both on the backs. He started walking with them.

"My spiritual sons. The blossoming birds ready to fly out of my nest. Growing up so fast."

"That's an interesting analogy." Y/N remarked.

"Look, I'm sorry I disabled the suit. I mean, you kinda had it coming with the whole behind my back thing, but it was the perfect tough love moment you needed. To prove yourself. And well...you damn well did."

"I don't need the fancy tech and automated systems to succeed, Stark." He replied. "All I need are my wits."

Tony agreed. "I was wrong about you, kid. Now I understand.

Y/N nodded. Tony looked at Peter next.

"Let's not forget about you, Parker. Great job as well."

"What did I do?" He asked. "I wasn't the one fighting the vulture dude."

"But you helped. Just like your buddy here said, wits are all you need and that's what you used." Tony replied. "And I looked over the security footage of that night. Your prototype repulsor?"

"Right." Peter said with a chuckle.

"You knocked that guy on his ass. That was awesome. It even made me jealous. It's been quite some time since I got to feel that kind of thrill."

Peter appreciated his mentor's words. "Thanks, Mr. Stark."

"You're getting there, Parker." Tony pulled in the boy for a side hug. "In no time, you'll be a real asset to what we're building here."

Y/N smiled at Peter after hearing what Tony said. He was proud of what his best friend was accomplishing also. Without him, he wouldn't be the hero he was.

"And that goes for you as well, L/N..." Tony added.

"Hm?"

By the time Tony said that they were in a room containing a chamber within the wall. The billionaire pointed at the door beside it.

"Anyways, there are about fifty reporters behind that door. Real ones, not bloggers..." He tapped his watch twice and the chamber started to open. "When you're ready, I want you to try that on."

Within it was an armored Spider-Man suit. It glistened the way a typical Iron Man suit would, and the teenager looked on in awe.

"And I'll introduce the world to the newest official member of the Avengers..." Tony continued. "Spider-Man."

Y/N was speechless. Peter stood beside him, smirking as he looked at the suit. Unbeknownst to his friend, he helped Tony design the look of it.

"Like it?" Peter asked. "I thought the spider legs going across the shoulders looked cool. And you can't go wrong with the red, gold, and dark blue sprinkled in."

"You knew about this?" Y/N asked turning to Peter.

He shrugged. "I pitched the design a couple of months back. Mr. Stark was already thinking of an armored suit so I asked if there was a way I can help."

Y/N chuckled. "Where would I be without you, man?"

Tony spoke again. "So after the press conference, Happy will show you to your room. Your new quarters." He turned to Happy. "Where is it between? Next to Vision?"

"Yeah. Vision's not big on doors."

"It's fun."

"Or walls."

Y/N thought for a moment. He appreciated the offer and the suit they produced for him. But he also knew of the big step he'd be taking if he accepted. One big caveat would be having to reveal his identity to the press and with that the world, which was something he was against the first time he met Stark.

"Thank you, Mr. Stark." He looked at him, then at Peter. "Thank you for this awesome gift." He let out a sigh. "But I'm good."

Tony arched a brow. "You're good? How are you good?"

"I mean...this is a lot. I'd rather just...stay on the ground for now and be a friendly neighborhood Spider-Man." Y/N repeated the phrase Tony told him last week. "Someone's got to look out for the little guy, you know? That's been my thing."

Peter nodded, understanding his decision. He'd support him no matter what he chose. Tony took off his glasses and looked at the web-slinger.

"You turning me down?" He pointed at the armored suit. "You better think about this. Look at that. Last chance. Yes or no?"

"No." He firmly said.

"Okay." Tony replied with a nod. "I dig it. Unfortunately, now I owe Rhodey a hundred bucks."

"A hundred bucks? Why?"

"Oh, he bet that you would say no to me, saying exactly what you just said about the little guy. And damn, he's right about a lot of things." He looked at Happy. "Uh, before they go...do you have the certificates?"

"Oh, right. They're right here." Happy said and went to the nearby table. The two boys wondered what he meant.

"Certificates?" Peter asked.

"For the internship." Tony replied. "I got to make it seem legit somehow with the number of times you tell your friends about it."

Happy handed them the framed certificates, seeing their names inscribed on them. It looked very official, and since they were the only ones technically in the program, it felt special.

"All right, photo time." Tony said. "Hap, take a couple will ya?"

Happy obliged and took out his smartphone. Tony took pictures with Peter and Y/N individually before taking one with both of them. Afterward, Tony asked Happy to take the boys home.

"You guys wait in the car. Tony and I need to have a word." Happy said.

Y/N shook Tony's hand. "Thank you."

"You're very welcome. I'll see you two around."

Peter bid farewell too and walked away with Y/N. Tony shut the chamber and looked back at the teenagers, who dapped each other up as they left.

"They're good kids." Happy remarked with a smirk, which Tony smiled and nodded.

"I know."

• • •

IT'D BEEN THREE WEEKS since the whole debacle with Vulture and his goons during homecoming season. During that time, the trial with Dennis Carradine drew near, but the criminal ended up taking a plea deal.

With that, one of the conditions was for Dennis to admit his faults and explain what happened to the Parkers. The district attorney figured it'd be a good way to offer Ben's family closure, and May was welcome to the idea.

In an office, Peter and May sat across the table from Dennis, who had his arm in a sling. A couple of officers, the assistant district attorney, and Carradine's lawyer were in the room as well.

"Whenever you're ready, Mr. Carradine." The ADA said as he opened his journal.

The criminal sighed, not wanting to look at Ben Parker's wife and nephew in the eyes. He began to speak.

"I went to the wrestling venue down in Cypress Hills. To put it simply, I robbed the promoter of the winnings from that night. After that, I ran." He let out a chuckle. "The fat security guard couldn't catch me. The guy in my path got me nervous though...but luckily he let me go."

"Somebody let you get away?" May asked in disbelief.

His lawyer looked at the lady. "Ma'am, please, let my client–"

"Yeah, someone did. I think it was a wrestler who got screwed over by the promoter I just robbed. He walked out all angry before I went in." Dennis replied. "He had a pretty stupid get-up. Red balaclava. Sweatshirt with a spider on it. Blue adidas pants. But from what I heard that night, he can damn well fight. That's why I thought he was going to kick my ass."

Peter had already raised his head upon listening to the description of the wrestler. He wanted to believe he heard wrong but couldn't deny what he just found out.

Dennis continued. "After I left the office, I drove to a nearby mom and pop shop. Thought I could get a little extra cash to sweeten up the score I just got. Uh...as I tried to rob the guy at the front, Ben Parker tried to stop me. I panicked and um..."

They didn't need to hear the remainder of his sentence. May teared up after hearing the conclusion to his story, while Peter simply stared at the criminal.

"You were able to get to the shop...because of that guy who let you run." He said.

Dennis nodded, still looking down. There was silence for a moment, and the lawyer was prepared to end their brief meeting.

"If that's all my client needed to do–"

"Who broke your arm?" Peter asked Dennis rather abruptly.

The man finally looked at the teenager, but with a confused look. He glanced at his lawyer then back at Peter.

"I don't think that's your–"

Peter raised his voice. "Just answer the damn question! It's the least you could do since you murdered my uncle!"

Dennis stayed quiet after the boy's outburst. He sighed and ultimately answered.

"Spider-Man did. When he was apprehending me. As a matter a fact, he broke it after finding out about what I did to Ben Parker. He was angry, thought he'd kill me. But he didn't." Dennis shrugged. "How about that? The first guy with a spider get-up let me go while the other ended up beating my ass."

That was all Peter needed to hear to realize. The teenager got out of his seat and left the room, his aunt calling out to him. The door shut and May looked down, saddened at how much this was affecting her nephew.

• • •

Y/N WAS ON the rooftop of the Midtown High school building. It was a place his friends would often go to and relax. Despite it being against the rules, nobody had found out about it yet or they just didn't care.

He was there because Peter texted him, saying he wanted to talk about something in private. There was no other place more perfect to do so, and the vigilante wondered what warranted such a meeting.

The door to the roof opened and Y/N looked back to see Peter. He had his hands stuffed in his sweater pockets, looking directly at Y/N as he walked up to the teenager.

"Pete?" He asked with a smile. "Is everything all right?"

The high-pitched sound in his head seemed to come a millisecond too late. His senses never detected a threat in Peter's presence before...until now.

Y/N was met with a right hook across the face, which actually hurt the teenager and made him stumble back. Peter had an iron gauntlet on his right hand, needing to use it to inflict pain on the durable spiderling or else he'd break his hand.

"You let Ben die!" He exclaimed. "Carradine was able to get to Ben because of you!"

Y/N held his jaw and looked back at Peter. His also heart dropped. He feared this day would come.

"Peter–"

"Dennis told us everything. He mentioned your wrestler attire. And he told me Spider-Man broke his arm. There can only be one reason why you were so brutal with him...you felt guilty."

"I regret what I did, Peter. I live with that mistake every single day. I do what I do so it doesn't happen again."

"So my uncle was the catalyst for your crusade? The reason for your heroics? Lucky him." Peter shot back.

Y/N stayed quiet. Peter continued to shout at him.

"You save all these people. Save their loved ones. But what about me? What about May? You couldn't save him! You couldn't save the man I considered my father! The man who considered you family! He loved you..."

"I loved him too! I couldn't live with myself after letting that happen...I still can't. If I could go back to that day and change things I would."

Peter held back tears, glaring at Y/N as he breathed through his nose.

"Well, you can't." He said. "You took away the greatest part of my life. I hope that sticks with you. Forever."

Peter turned around and walked away. Y/N called out to him and stepped forward.

"Peter, wait!"

The teenager stopped, his back facing Y/N as he tried to plead his case.

"I wanted to tell you. Many times. I was scared...scared of how you'd react. I didn't want you to hate me, to lose you. You're not just my best friend...you're my brother."

Peter looked down, hearing what his friend had to say. Still, he was hurt and angry.

"Please..." Y/N added.

There was a moment of silence before Peter responded. He turned his head back a bit, but not fully, as he spoke.

"Just...give me time. But for now, don't talk to me."

Peter walked through the door and left the rooftop. The web-slinger rubbed his face and paced toward the edge, feeling a sense of despair. He leaned against the wall and shook his head.

"Argh!" He exclaimed and punched the wall, breaking a bit of it in a fit of anger.

He wished he didn't let Dennis go. He wished Ben was still alive. He wished he didn't let his hubris determine his action that night.

And for a moment...he wished that he never got his powers. If he didn't...he wouldn't have gone to the wrestling venue. He probably would've been over at Peter's, spending time with him, May, and Ben. With that, Ben wouldn't have gone to the store and encountered Carradine.

But now there he stood, saddened and angry at himself after his conversation with Peter. What he feared ended up happening...he lost his best friend. And he didn't know if he'd ever get to repair that relationship.

Y/N took a deep breath in. He covered his head with his hoodie, putting his hands in his pockets as he departed from the rooftop.

END OF SEASON TWO