He gets his first panic attack against a villain who doesn't like to move much.

The villain sits there, smiling, a teasing, light thing, and when Spider-man says, "You didn't hit me," he laughs and responds, "That's not what I was aiming to do."

And in that moment there is an overwhelming fear that swallows him up and clouds his mind and he feels numb, like he's drowning, and recalls the Vulture's wings flying around him, pillars smashing and debris falling on his back and he's speeding forwards, snapping, and smashes the villain's face in.

It's seconds later when he pulls him into the police station, angry and scared and numb all at the same time.

His hands are shaking, and his breath is stuck in his throat and there's that strange, irrational thought of will the ceiling fall on me and he wonders if it would kill him this time, the reminder that he's survived before doing nothing to comfort him, the dismissal of I was lucky instantly coming to mind.

He tries to act normal, walking around and slinging and occasionally calling out "hello"s in a too high pitched voice, but he hopes that it's normal enough.

Nobody calls him out on it, so it must be.

He can't walk into a room without looking up, eyes always wandering up the walls, crawling to the nearest pillars, and Peter can't help but stand by windows, thinking, if it collapses I can jump out, and it's absolutely stupid (maybe he's going crazy) but he does it all the same.

Then he has to save people from a fire, and the building's burning and as he steps through the flames, thinking, I can do this, this is fine, then a piece of rubble smashes down in front of him, floor crumbling under it as easily as paper under a rock.

Then he can't breathe, and he's oddly detached despite the sweat trickling down his neck and the smoke swallowing his lungs.

Karen's talking to him, but he doesn't quite notice, making his way through the building in an odd haze, a layer of panic buried deep beneath this odd, dreamlike faze.

The people sob and thank him, and instead of laughing and answering, "No problem!" and telling them about a nearby center that can help their situation, he offers them business cards, no real explanation escaping his lips before he swings away, the rest of the building fighting to stay upright as the fire goes out.

It's only when he gets back home that the numbness goes away, and it suddenly feels hard to breath and he tries to find something to ground himself, five things that I can see, four things that I can feel...

And, for a while, it's okay.

He pretends, while the pretense of peace is there, that there's no problem.

Aunt May confronts him about it first, not exactly a confrontation, but demanding, more concerned than angry, "Peter, what's up with you lately?"

He lifts a shoulder and answers hesitantly, "Spider-man stuff, that's all, May, promise."

His voice is high and reedy and when she gives him a disbelieving look, he bites his tongue and recalls reading somewhere that liars are quick to fill in gaps of silence with details, as though that would make it more believable.

"You know that you can always come to me, right?" Her voice is tired, tired of dealing with Peter, maybe, but it's gentle and kind and still a little grumpy.

"Promise." He kisses her on the cheek, and she bats him away half heartedly. "Love you."

"Love you, too." She smiles at him, tight but wry, a hint of the normal Aunt May coming through, something that's a bit harder to find since she's discovered his night activities. "You sure you feeling okay?"

"Yeah," He laughs, dismissively, and she seems to accept it.

Then, later, as they eat, she says something... he can't even recall what, something that rings in his head and it's strange, he's sure, that he reacts so oddly, breath catching in his throat and head pulsing, suddenly dizzy.

"You okay, Peter?" Aunt May asks him, spooning some rice into her bowl. "You know, if you're full you don't have to force yourself to eat."

He tries to smile, but it's just a grimace, because man, is he an awful actor, and he answers, "Nah, I'm fine," and keeps eating, but he must not look right, because the food feels tasteless and heavy and dry in his mouth and he can hear his spoon knocking against his teeth and the next thing he knows, May is rubbing his back, demanding whether or not he's okay.

He can't quite answer right, so she whispers, "You're going to be okay," and he just sort of bobs his head, a vague thought of, I don't want to worry her, swarming in his mind but he can't quite manage to do that, all the same.

"Breathe for me." May says, and he tries, kind of, but his throat is tight and breathing just takes so much effort, and his chest is tight and the stupid, paranoid wonder of am I going to die is swimming through his head again.

She keeps rubbing his back, and he focuses on that, forcibly stopping himself from thinking about anything other than the warmth of her hand, smooth and soft and gentle.

He breaths, in through his nose, out through his mouth, shaky but slow and becoming more controlled and he knows that this is messed up but all that he can think is, I wish that I didn't have to worry Aunt May.

Tony's the one that catches him next, not really focused on Peter, but tapping at a tablet (Peter knows that Tony's just really awkward at showing affection, though, so he doesn't let this bother him).

"So," Tony clears his throat, clearly unsure of what to do but attempting to posture and seems cool. (Peter thinks that he's cool anyways.) "Aunt May tells me that you may need my help, she tells me that you require my assistance, with counseling, therapy, that is, because I'm told that you need it."

He's stuttering, not in the way where each word is broken but he goes back to revisit each idea out loud, and Peter knows how that feels, trying to get your point across and still stuck on one spot long after everyone else has decided to move past it.

"I'm fine, Mr. Stark, you don't need to worry about me, really." Peter waves his hands and shakes his head and Tony might look a little relieved but is overall still attempting to posture. (It would be almost cute if it weren't, you know, Mr. Stark.)

"Alright, just, uh," Tony claps his hand on Peter's shoulder, attempting to be... he's not quite sure what Tony's attempting to be, but it's probably not working, "Just know that you can call me if you need me."

Peter nods, agrees, but privately thinks that he can deal with it on his own. (Because that's always worked so well.)

Then a few days later, Mr. Stark's staring at some rubble, face blank, breath shallow and slow, but he seems so composed, so absolutely put together that Peter wonders, and then Mr. Stark stammers out a quick, "Excuse me," and leaves, steps deliberately slow and steady, but he's putting too much weight into it and Peter can hear each step, heavy on the floor. (He thinks someone else must hear it, but nobody else reacts, so it must be another overly-sensitive-superpowers thing.)

"Mr. Stark?" He asks when they finally stop, but Mr. Stark's not quite listening, leaning over a sink, eyes glassy and breaths coming out more quickly and with a longer interval between each. "Hey, Mr. Stark, are you okay?"

He's not okay.

Clearly, totally, not okay.

But he asks, irritated, snappishly speaking, "Kid, do you mind? Can you just leave me alone?"

He's tempted to say yes, it would be easier, he could pretend this never happened, but for some reason he drifts over, feeling like a ghost, and presses a hand on Tony's back (good lord, he's touching Mr. Stark, he's pretty sure he's not supposed to do this and wonders in the back of his mind if Mr. Stark will be annoyed with him but he's done dumber stuff), and repeats, channeling his inner angry-but-secretly-worried Aunt May, "Are you okay?"

"Yes." Tony grits out, tight and his words clenched through his teeth, and it's all Peter can do not to snap, no you're not, before Tony admits, voice still tight and angry, "No. Maybe. Can you leave, kid?"

"No." (He's contradicting Mr. Stark, this isn't good, he's not supposed to be doing this, but then again, he probably wasn't supposed to turn down the offer for the Avengers either, so this is alright, maybe, probably, sure?) "I need you to breath for me."

Tony's back is doing a weird, jerky thing under his fingers, and his breathing's weird and choppy and Peter says, feeling a bit like he's still channeling Aunt May, "I need you to focus on my voice, okay?"

"Geez, kid, when'd you turn into a therapist?" Tony does a weird, jerky laugh-type-thing, but he seems to be trying to focus, which is a good thing. "I'm fine, seriously."

"You wouldn't need a therapist if you were okay," Peter responds, and it's not exactly what he means, but Tony seems to understand, so he keeps his hands on his back and keeps talking. "Alright, focus on feeling things, feel my hand on your back and the sink under your fingers and the ground under your feet," and he keeps rambling about something, but it's mostly just vague words to keep Tony focused.

Tony focuses, and a few moments later they break apart, promising awkwardly to forget that happened, though Tony offers him an awkward smile and Peter smiles brightly back.

It's a bit weird.

But this peace, real and there and tangible, is nice.

Much better, he thinks, than a panic attack.