Hey, glad that you're here! This is my first fan fic, so I have a lot to get the hang of, but I hope that you like it. There have been a few stories like this one, but this is my own version of events. If I get something wrong as far as Tony's side of things, I haven't really read any Iron Man comics, only the movies. But I do know everything there is to know about Spider man, so I hope that'll make up for any errors with Tony.

I own NOTHING, so all credit for these characters go to the owners.

Enjoy!

Tony Stark had it all. A hot , supportive girlfriend, fame, friends, and all the money he could ever need. Why would he ever change this? He wouldn't. No, his life was fine the way it was. He wasn't gonna go and mess with a good thing. Or so he thought.

Tony would never admit it, but he had a hard time leaving things be. There was always one thing to fix, or to add on. He could make it better, stronger, flashier. That's just who he was. So it figures that in his perfect life, he could find one more thing to add…

Peter Parker had nothing. And it was all his fault. Why did everyone he love have to die? Wait. No, it wasn't Peter's fault. It was Spiderman's.

At first, the spiderbite was a dream come true. Flash would never bother him again, he would be the most popular kid in school, and the entire world would know his name! But then Uncle Ben died. He had learned responsibility in the harshest way. He had discovered a few years back that he couldn't even recall what his parents looked like! Aunt May had been the only one left and now… it was all his fault. Before the bite, it wasn't his responsibility, but now… he should have been there.

That was who Peter was. He had nothing, but he was still endlessly giving. He would give you the shirt off his back if you needed it. But the one thing he would never share is blame. He should have been there...

The day had started so normally. Well, as normally as a day usually is for Tony Stark. He had woken up in his luxury penthouse apartment with the sun streaming in from the floor-to-ceiling windows of his room. But it was quiet. Too quiet.

He would usually wake up to sound of one of the other residents of his tower, mostly with arguing involved. Or from one of Clint's stupid pranks. He still remembered painfully the day he had crawled into the air vents, making bird calls at random times, and throwing eggs at everyone but Nat . Of course, it wasn't really anything out of the ordinary to find Clint in the vents, but you usually couldn't tell he was there.

But today the team was out, doing their own thing. Steve had left early that morning to train, though Tony didn't know why. The man was already in perfect shape. Natasha and Clint had gone to work, and were currently somewhere in east Asia. Bruce was taking a walk, at JARVIS's insistence to get out of the lab, and it had been a while since Thor had last been seen. For the first time since the Avengers had moved in, Tony was alone in the tower.

Well, that was a nice surprise. Maybe he could have a peaceful breakfast, or work on his new suit. Pancakes sounded good. But at that moment, Tony's thoughts were interrupted by an announcement from JARVIS, Tony's british-accented A.I.

"Sir, Ms. Potts has just arrived and wishes to speak to you." JARVIS said.

Tony sighed and flopped back down onto the expensive bed. Or he could talk to Pepper. That works too. Groaning with morning dreariness, he rolled out of bed and trudged to his closet. He sleepily pulled on a casual t-shirt and a pair of jeans and headed downstairs. He vaguely wondered if Pepper would like some pancakes.

This was just great. First he had woken up late in the morning, having stayed up late the previous night on patrol, and almost fallen off of the roof where he had slept. Then he had gotten ready for school only to realize as he was brushing his teeth that it was a saturday. He could have slept in! Now, he was awake, and he knew there was no chance of falling back to sleep.

Peter finished getting dressed, careful to conceal his costume beneath his civilian clothes. It was only early October, but it was particularly cold that morning. Peter shivered as he thought of New York winters, and wondered what he would do once it really got cold. Oh, well, he'd think about that later. For now, he had to pack up all of his belongings into his backpack and head out.

Being homeless sucked. Of course, he thought, it could be worse. There were plenty of people on the streets of New York, and most of them didn't have superpowers to help them out. At least Peter could stay on rooftops and cranes to avoid shady people who would probably otherwise see him as easy prey. Plus, a spider sense can go a long way in staying safe as he slept.

Yeah it got cold, and all of the money he made at the Bugle went straight to food and webbing fluid, but it wasn't like he had any alternative. If he went into an orphanage, or a foster home, it would be impossible to have any privacy. His identity would be blown, and who knows what would happen then? It had been hard enough to keep the secret when he only lived with aunt May.

Aunt May. Peter sighed and shut his eyes. No matter what he thought of, it always came back to aunt May. God, he missed her. He remembered that night like yesterday…

Peter had had a busy night. There had been a bank robbery, a car chase, and three attempted muggings. But Peter had been there to help. Well, Spiderman had been there, but that was the same thing. He was just ready to crawl into bed and sleep until school the next day. Hopefully aunt May was still asleep. She had been having trouble sleeping these past three weeks. Uncle Ben's death had really taken its toll on both of them, but aunt May had been right there in the house when he was shot.

That had been all Peter's fault. If he had just stopped that crook when he had his chance… but he didn't. He had decided that it wasn't his problem. Now Ben was gone. He hadn't missed a night of crime fighting since. He had a responsibility. He wouldn't let another man die because of his carelessness.

He swung back to that small apartment in Qweens, grateful that he hadn't run out of webbing yet. That car chase had really depleted his supply! He would finish his homework in the morning, he decided. He too tired right then to do much studying, and it wasn't hard for him anyway. As his apartment came into view, Peter ducked into a side alley to change into more suitable clothes. On the off chance that May was up, he didn't want to come in fully suited. He could give her a heart attack. Not to mention, she would probably ground him for life for sneaking out and being a vigilante.

But, honestly, it wasn't like he was sneaking out to do drugs or party or something! Just… yeah. She would be upset. She was so over-protective! But Peter really couldn't blame her, after Ben...

He finished changing, making sure that he hadn't forgotten to take off his web-shooters again (That had been a hard thing to lie his way out of. Luckily, now she was just convinced that Peter was into flashy bracelets. Greeeaat.). His building was just down the street, so he slung the backpack filled with his suit (It had been previously hidden in a corner behind some trash cans) over his shoulder, and started walking.

When he got closer, he noticed a squad car parked in front of his building. His heart jumped into his throat,and he immediately assumed the worst: aunt May. Then he shook his head and gave a short laugh. There were were plenty of people in the building, not just Peter and his aunt. It was self-centered to think it was connected to him. Still, he couldn't help but walk a bit faster.

He didn't want to take the elevator, (it didn't work half the time, anyway) so he ran up three flights of stairs to his floor. When he left the stairwell, what he saw sent a shock down his spine. The cops were in this floor. His floor. And the door to his apartment was wide open…

He ran forward, probably faster than he should have with his secret identity and all, and tore through the police tape that had been put up in the doorway.

"Aunt May?" He called out. She didn't answer. He called out again, this time with a rising panic, "AUNT MAY?!"

He felt a tap on his shoulder and turned to see an officer with a sad look on his face.

"Do you live here?" he asked.

"Uh, yeah, have you seen my aunt May?" Peter said in a rush. If aunt May was hurt-

The officer laid a hand on Peter's shoulder and sighed. Without looking in his eyes, he explained, "Son, there's no easy way to tell you. The woman who lives here… your aunt?... she uh, she had a heart attack. I'm sorry, but… she was dead before we got here. There was nothing we could do."

Peter couldn't move. He couldn't even comprehend what this man had said. No, it wasn't true. Aunt May was so strong, there was no way she could be… no. No. NO!

Peter pushed past the officer and further into the house. She would be in bed, sleeping, or maybe up reading. She did that sometimes.

But when he got to her room, she was on the floor facedown. Her arm was outstretched, and in her hand was the house phone. She must have been the one to call 911.

Peter already knew, he could sense it, but that didn't stop him from dropping to his knees and taking her up in his arms. Her face was peaceful. The worry lines that had sprung up had relaxed, and she looked ten years younger. She wasn't breathing.

"Aunt May-" Peter whispered. It was true. His aunt, the only one he had left in the world, as dead. And he had been out playing hero when she had needed him most.

With that thought, Peter held her close and wept. He wept for letting her down, for the lies, for everything he could have done. She was gone. Because of him.

The police were standing behind him now, watching his lament. Peter cried until one of them, the one who had told Peter the news, pulled him away. He wanted to stay with her, but the fight had left him, and he was so,so tired.

"Come on, kid." The officer said, "You can't stay here."

After a brief pancake-making interlude, where Tony managed to burn most of the pancakes and a dish towel, he and Pepper sat down to eat.

"So," Tony started with a mouthful of pastry, "what brings you here on this fine morning? Longing for me again?"

Pepper rolled her eyes, "No, Tony, not today. Can't a woman just want to spend some time with her fiance?"

"Not when JARVIS told me you wanted to talk. For the record, that's never a good thing to hear from a woman." Tony countered.

"Okay,you got me," Pepper sighed, "Look, I wanted to talk to you about- well, I know this is kinda early, but- you know it's good to think about everything before-"

"Spit it out, Pep!" Tony said, growing impatient. She wasn't usually like this.

"Kids!" Pepper spluttered, growing red, "Do you want to have kids, Tony?"

Tony sat stunned. He hadn't expected to hear that. "Kids?" Oh no. Was Pepper… pregnant? He didn't know if he was ready for a kid. They weren't even married! Oh no.

"Are you…?" he asked tentatively. He couldn't even finish.

"What?" Pepper said, shocked, "No! It's just, Tony, answer the question!"

He considered it. Did he? His dad hadn't exactly been… there. What if he messed up? He didn't want to be like Howard. But then again, there were things he had always wanted. He imagined helping a son with his homework. He thought of building a pillowfort with a little girl with Pepper's red hair and his brown eyes. Little league, first day of school, playing tooth fairy, and birthday parties. A kid to take over when he got too old. Someone to love… and to love him and Pepper back. That sounded good. A desire filled him that had never been there before.

He looked into Pepper's eyes. "Yes." he smiled earnestly, "Yeah, let's have a kid."

At that, tears filled Pepper's eyes. She got up and went to the couch, trying not to look at Tony. What had he done wrong? He had thought she would agree with him.

He sat next to her and put an arm around her shoulder. She was really crying now. "What's the matter, Pep?" He asked softly.

She sighed and turned to him, wiping the tears from her eyes, "I'm so sorry Tony! I didn't want to react that way I just- I can't, Tony!"

Now he was really confused. "Can't what?'

"Have kids." She almost whispered, "I can't have kids."

Suddenly the possibilities of the the life ahead of them came crashing around his feet. How annoying. He hadn't even cared about any of this a minute ago, but now he felt a terrible loss. No kids? How could that be?

"Tony, I had to tell you because, if you want kids, and you want them to be your own, then I won't stand in your way." She finished.

Tony understood. She was giving him an out. They weren't officially married yet, so there was a chance for him to leave now, and have kids with… someone else. No

He shook away his own disappointment and pulled Pepper into a close embrace. "You," Tony whispered, "Are the only one I need. Besides, who else would I ever want to be with?" Tony smiled, "I love you Pepper".

She cried harder, but it wasn't from sadness, and she gave a shaky laugh. "I love you too Tony."

"It'll all be fine," He assured her, "Besides, we can always adopt."

Well, that was the first chapter! I hope you liked it! If you did, or you have any questions or tips, feel free to review. It was a little short, but I'll try to add on soon.

Excelsior!