Narrator's POV

The door to the Sanctum opened, and a very excited Peter still dressed in his pajamas; carrying his bag came through the door.

"Wow." He dropped his bag on the floor. "This is amazing!" He couldn't get enough of how big and beautiful the Sanctum was. Suddenly, there was a flapping noise, a very fast flapping. Then Peter was suddenly attacked by an embrace from his favorite cloak. "Levi!" He spun around, as Levi placed himself over his shoulders.

Tony and Stephen came in catching a glimpse of Peter before he suddenly stopped his dancing with Levi.

"Uh, hi." He said awkwardly with Levi's collar up and around his neck.

Stephen laughed, Tony on the other hand wasn't very amused.

"Kid, you really shouldn't touch things that aren't yours." He said, placing his keys on the little table by the door and walking away.

Stephen was puzzled, he opened a portal for Tony to walk into and end right next to him again. He took Tony by the shoulders. "If you could excuse us for just a moment Peter." He took Tony to the library.

"You want me to read him a bed time story or something?" Tony asked in annoyance.

"Why didn't you tell me sooner?" Stephen asked.

"Because you knew already." Tony said. "May wants us to tell him everything."

"Tony..."

"She has an aneurysm in her-"

"Yes, I know. But Tony-"

"Stephen I'm trying to tell you-"

"Tony stop. Peter-"

"What Stephen?! What is so important that has to interrupt the fact that May is dying-" Stephen covered his mouth. They both looked toward the door where one of the floorboards creaked. Stephen pulled his hand away from Tony's mouth. He looked at Stephen, who was pinching the skin between his eyes. "He heard."

"Yes." He sighed. Suddenly Levi hurried into the library. "Peter wait!" Stephen said, racing out of the library with Levi around his shoulders. He saw one of the windows was opened, and the breeze coming in made the curtains dance. Tony appeared shortly behind Stephen.

"I'll go after him." He said. His suit wrapped him up quickly and flew him out the window.

///0///0

The sky was dark, and New York lights shone brightly. Through them was a dark shadow swinging from building to building. Our friendly neighborhood Spider-Man was swinging throughout the city, quite desperately. Pools of tears formed in his eyes. Worry and fear were the only things running through his mind.

"Kid." Came Tony's voice from beside him.

"No Mr. Stark!" Peter cried. "I have to see her." He said, swinging in complicated patterns to try and lose the flying iron man next to him.

"Peter listen. I need you to come back to the Sanctum. We need to talk about-" Webbing hit his helmet. "Argh! Stephen he's blocked my view." He said, stopping in his tracks. He wiped the webbing off. He looked around for his target. He spotted him, the small figure was almost to some red and flashing lights at his old home. He boosted over to him. "Open it now."

"Where is he?" Came Stephen's voice from a speaker in Tony's helmet.

"Just open it." He said.

"I have to know his exact location."

"Open it now!" Tony used his turbo and boosted right next to Peter. A large sparkling portal opened, and they both entered it

"No!" Peter landed softly on the wooden floor of the Sanctum, and tried to jump right back into the portal; but Stephen had closed it quickly. Tony crashed against into the wall. Peter jumped into the air, going for the window; but Levi jumped in front of him. "Levi stop!" He said, shooting webbing at the cloak, pinning it down. He reached for the window, but glass sounds surrounded him.

"Peter stop." Stephen's voice came softly. He turned around, only to face Stephen floating with Levi and his magic shields at his hands.

"Please Dr. Strange." Peter had tears in his eyes. "I have to see her." He said. Stephen only remained silent and looked down at the ground. Pain ripped through Peter's heart. His eyes grew wide. "No..."

"I'm sorry Peter." Stephen said softly.

"No. No!" Peter jumped on him and grabbed Levi's collar. "It's not true. The sirens..." He looked at Stephen, then at the ground in disbelief. "No. No!" He shook his head. "You can fix this Dr. Strange. Fix it, please. Go back in time and fix it." He took Stephen's hand and waved it. "Save her...fix it..." His voice broke and grew quieter with every word. "Please..." He said quietly, hiding his face in Stephen's chest. Tears began to soak his robe. Soft cried and sobs exited Peter's mouth.

"It's okay... It's okay." Stephen said softly, placing his arms around Peter. Tony stared at the two floating in the air. He sighed and looked down at rubble left on the ground from his crash.

May's funeral was held over the next few days. Her grave was placed right next to her husband's. The truth about Tony's and Stephen's connection to Peter was told.

Peter placed flowers down on her grave. He stood back, next to Stephen's body who was present at the burial site. They stared at the tombstone together. Tony was leaning against a tree in the distance, watching them.

"I'm sure she's happy." Stephen said

"She's with Uncle Ben, of course she is. She used to talk about him all the time. How great he was and how much she missed him and..." Peter couldn't carry on, it was all too heartbreaking. He put his face in Stephen's shoulder. Stephen rubbed his back gently.

"Come on Peter." She said, walking away from the graves.

///0///0

Peter stared out of a the window, as he and Stephen and Tony drove their way back to the Sanctum.

"Jarvis stop at Forest Hills." Tony instructed.

Peter's head perked up. It took a while, but they got there. They were right in front of Peter's old house. Tony rolled down Peter's window. "Peter, do you want to come in?" He asked.

The sirens from that dreadful night rang in Peter's ears. He looked at the building for a while. "No thanks." He said, looking away and staring at his lap.

Stephen looked at Tony. Tony sighed and closed the window. "Jarvis, the Sanctum." The car began to move.

Once at the Sanctum, Peter went up to the room he was given. He didn't spend much time out of it like he used to when he dropped by before he moved in. He would always go about, touching and seeing everything. Questioning Stephen about everything. Now he just sat in his room and stared at the ceiling. He was always too tired to do anything. "Not now Levi." He said like he'd been saying for the past few days every time Levi came in his room. Levi always left him after getting that answer. Every now and then, when he decided to come out of his room, he'd go to the kitchen to go eat something, but most of the time was to ask Stephen is he could erase his mind.

Stephen would always deny his request.

"Tony, we've seriously have to do something about it. He barely eats, he doesn't sleep. This isn't healthy." Stephen said, pacing back and forth while Tony was working on some small gadget.

"Uh-huh..." Tony said, looking closely into the gadget that held all his attention. He was screwing something into it.

"Are you even listening? Peter's been depressed for days, and your response is just 'uh-huh'?" He asked.

"Well is worrying about him going to make him less depressed?" He asked looking at Stephen. Stephen was quiet. "See? There. Now let me work." He got back to his gadget. Stephen left him.

///0///0

Peter laid in his bed, wide awake. This was the sixth night he hadn't gotten any sleep. It was dark and quiet. He heard his door creak. "Not now Levi." There was a thud. He looked at the direction the sound had come from. There was a small silver box on the ground. He sat up and went over to it. He picked it up. There was a note on it.

Quit being depressed. It's making me worry, and I need my sleep

-Tony

He rolled his eyes and looked at the box. He clicked a button that was on it, and the box began to shake. He dropped it on the ground and stepped back. From the box a projection of his childhood memories with aunt May played. They were in the backyard, Peter was just 4 years old. It was sunny and warm, and there was a Slip N' Slide set out in the backyard. He remembered this. Smiling, he sat down on the edge of his bed and continued to watch.

Then another projection displayed, then another, then another. Peter laughed and smiled, precious memories displaying in front of him. His heart began to beat happily once again. After the last display of happy times, there was a message.

We love you kid.

-Tony and Stephen

Then the projections finished. He picked up the box and put it on his night stand. He looked at the opened door, knowing a red cloak was standing at his door.

"Come on Levi." He said. The cloak came to him, and wrapped him up. He laughed. "Missed ya too bud." He said and laid down, with Levi sitting on his shoulders and wrapping the rest of him around Peter's frame.