A/N Here's a new story I've had stuck in my brain for a little while now. Let me know what you think. Review's are much appreciated! I hope you like it.

Most of the time, Peter loved being Spiderman. He loved the feeling of flying through the air, swinging from his webs. He loved helping people, looking out for the little guy, sticking up for the defenseless citizens of New York. But tonight was not one of those times. Peter sat on the roof of a skyscraper overlooking all of Queens as he pulled the mask off his face. He gasped for air, shaking hands fumbling with the fabric hindering his breathing, or so he thought. Once he removed the mask, he realized that wasn't the problem. He was.

He took quick shallow breaths as he stared at the blood covered gloves for a moment before he ripped them off and threw them beside him, but the feeling of the warm sticky liquid remained on his hands. He rubbed them aggressively on his thighs, but the bright red stains wouldn't come off. Placing a hand on his burning chest, he tried to steady his breathing. He closed his eyes and took a deep breath. In. Out. In. Out. He did this a couple of times until his chest stopped aching and his breathing became relatively normal.

He ran his fingers through his sweaty hair and pulled at it, disjointed memories of earlier that night plaguing him. The smoke, the heat, the blood, the screams. The screams. He'd never be able to get those pain filled shrieks from his mind as he held the poor woman. He shook his head as tears burned in his eyes, a sob tearing it's way from his raw throat.

"Should I call Mr. Stark now?" Karen's automated voice asked.

"N-no, Karen. I'm fine," Peter replied, though his shaking voice was evidence enough that he was not all right. Peter swung his legs over the edge of the roof as he stared down at the traffic below, and he wondered to himself how all those people could continue driving like nothing had happened. Someone had died tonight. That woman had died, and Peter should have stopped it. Peter should have saved her. If he was seconds earlier, she would be alive and well, returning to her family like she probably did every night. Peter stiffened at that thought. Did she have kids? What would happen to them without their mother? He could feel the panic filling his chest again, so he slid his earbuds into his ears and blared the music, hoping to drown out the thoughts.

It was starting to work when a cold metal hand settled on his shoulder. He jumped up, yanking the earbuds out and turned to see the Ironman suit standing there. The metal faceplate opened up to reveal the concerned face of Tony Stark, in the flesh. Mr. Stark had come to see him in person. Usually Peter would be thrilled, but with how tonight went, he felt the cold chill of dread run through his veins.

"H-hey, Mr. Stark. You scared me," Peter said with a nervous laugh. Tony didn't reply. He simply looked the kid up and down, eyes narrowing as he took in the blood covered suit and gloves.

"Karen called and said you needed help. What happened, kid," Tony asked, taking a step closer to the boy. Peter glanced around the rooftop, looking for an escape. He could just jump off the roof and use his webs, but he felt Tony's suit would catch up to him in seconds. "Pete, look at me." Peter snapped his eyes back to the worried face of his mentor.

"Oh, I'm fine Mr. Stark," he replied with a smile that didn't quite reach his eyes. "Just a bit of a bad night." Peter looked behind Tony and paled a little as he saw the pillar of smoke rising in the distance.

"Was that you?" Tony asked as he followed his gaze. Peter nodded though he avoided looking the billionaire in the eye. He heard the man sigh in what Peter assumed was disappointment. "Are you hurt?"

"No. The blood isn't mine," Peter whispered. Tony's eyes softened as unshed tears shone in the young boy's eyes. The only sound to be heard was the traffic multiple stories below. Tony quickly realized he was way out of his depth. I'm not good with feelings,Tony thought to himself as he watched the kid rub his red rimmed eyes. Peter suddenly looked much younger, and Tony instinctively stepped closer.

"Why don't you come back to the compound with me and we can talk about it," he offered with a small smile.

Peter shook his head as he grabbed his gloves and slipped them back over his hands. "Sorry Mr. Stark. I've got this big test tomorrow and if I'm out too late Aunt May will worry," Peter said. "I'll see you around." He launched himself off the roof, shooting a web and swinging away towards his apartment, leaving a confused, worried Tony to watch him disappear among the buildings.

Peter slid the bedroom window open and slipped inside before quietly shutting and latching it. He peeled off his suit and stashed it up in the ceiling with a sigh. He'd have to wash that when he got a chance. He changed into a worn pair of sweats and a baggy t-shirt before dumping the contents of his backpack onto his bed. He grabbed his history textbook and notes and shoved the rest to the side as he flopped down on the soft mattress. He glanced to the alarm clock resting on his nightstand. It read 1:47, and he was just starting his homework. He groaned as he flipped through his notes until he reached the ones on the current chapter. He stared at the pages until his vision blurred, sleep calling for him. Peter shut the book and slid it back into his bag, but once he switched the light off, he found he couldn't sleep.

Peter didn't sleep a single minute that night. He finished his homework by 3:00, but he spent the rest of the night thinking about the woman, remembering her face in the moments leading up to her last breath. He remembered the look of absolute despair when she realized even Spiderman couldn't save her. He tossed and turned, trying to rid himself of the images, but everytime he thought he banished them, the memories would hit again harder than ever. The comforter suddenly felt constricting, and Peter wrestled it off of him and onto the floor as curled up on the bed.

He stared at the ceiling until the soft light of the rising sun filtered in and his alarm blared the shrill tone telling him it was time to get ready for school. He groaned as he rubbed his tired eyes, and swung his legs over the side of the bed. He quickly changed and made his way into the kitchen where Aunt May was making eggs.

"Morning, Peter," she greeted with a smile. That smile quickly disappeared as she took in his appearance. "Wow, you look awful."

"Thanks, Aunt May. You really know how to make a self conscious teen feel good," he replied sarcastically as May dumped a pile of eggs onto a plate and handed them to him. Peter grabbed a glass and poured himself some orange juice before sitting down at the table.

"Sorry, Pete. It's just, you look like you barely slept." Peter shoved a forkful of eggs into his mouth and flipped on the television to the local news.

"-an explosion last night, collapsing an office building on 5th avenue. Reports say Spiderman was on the scene helping firefighters evacuate civilians. Many were injured and one of the office workers, twenty-eight year old Haley Fisher was pronounced dead when medics arrived."

Peter coughed as the dust floating in the air burned his lungs, suffocating him as he gripped the hand of the injured woman lying on the floor of the collapsing building. She sobbed as the structure shuddered, dust and debris dropping down around them. "What's your name, Ma'am?" Peter asked, trying to keep her attention on him and not the metal shard protruding from the side of her neck. Blood seeped out of the wound, staining her light blond hair red.

"H-Haley," she sobbed as she stared up at Peter. Her wide terrified eyes locked on the lenses of Peter's mask as she coughed.

"Karen, what should I do?" he mumbled. He gently wiped the falling tear from Haley's cheek as she squeezed her eyes shut. Metal creaked as a tremor tore through the office building, and the woman let out a terrified shriek as a beam fell a few feet to the right.

"Moving her would not be wise. It is highly likely that you will make the injury worse," the automated voice replied.

"How much worse can it get?" Peter asked.

"The shard is dangerously close to the inner carotid artery. If it cuts that artery she will bleed to death within minutes. Chance of survival is greater if you wait for medical assistance."

Peter searched the dark hallway, looking for any sign of someone coming to his aid, but the hall remained empty. "Damn it."

"Please," the woman's shaky voice pleaded. "P-please help me."

"-ter. Peter!" A voice shouting his name brought him back to the present. "You better hurry or you'll be late for school." He shoved a few more bites of egg in his mouth before grabbing his backpack and rushing off, shouting goodbye to his aunt before he slammed the door behind him.

"Hey, Peter!" Ned called with a wave as Peter approached his locker. "Woah, dude, you look exhausted."

"Rough night," Peter mumbled as he opened his locker and shoved his things inside. He started to zone out as Ned chatted endlessly while they walked to homeroom. The rest of his day went about as well as anything can in the life of Peter Parker. Flash kept his harassing to a minimum, and Peter had a good feeling that he aced his test in history. He was able to keep himself awake through all of his classes which was a miracle in itself, and he even kept up with the notes.

To say Peter was shocked to see a nice expensive looking car parked outside of his school after the last class of the day would be an understatement. He eyed Happy suspiciously as the man opened the back door and gestured for him to get in.

"Happy, what are you doing here?" Peter asked as he hopped in.

"Mr. Stark wants to see you."

His stomach twisted in knots as Peter pondered what that could mean. Mr. Stark rarely ever wanted to see him. Was this about what happened last night? Is he disappointed? Is he going to take the suit? His mind raced as he tried to focus on the passing trees.

Happy pulled up next to the Avengers compound where he parked and opened the door for Peter. The boy hesitated for a moment. He really didn't want to see Mr. Stark right now, but he knew he didn't really have a choice. Peter thanked Happy and entered the compound where he found Tony waiting for him.

"Hey, kid," he greeted with a tight smile. Peter mumbled a hello, and Tony frowned. Usually the teenager was more cheerful than this, and this kind of sullen attitude usually meant something was bothering him. "Why don't you come into the living area and we can talk." Tony shuddered a little as he realized he sounded too much like a responsible adult for his liking.

Peter followed him into a large room that he'd never been in before. But then again he didn't come to the compound often so he hadn't been in most rooms yet. A massive flat screen TV was mounted on one wall, and two leather couches were angled so they were facing it, a glass coffee table in the middle of them. A bar was along one of the walls, and Peter suspected Tony spent the most time in that area.

Tony plopped down on one of the couches and gestured for Peter to do the same. Reluctantly he sat across from him, his leg bouncing up and down with a nervous energy he tried keeping at bay since the car ride. They sat in an uncomfortable silence for a few minutes, and Peter felt his anxiety grow with each quiet second that passed.

"Happy said you wanted to talk to me?" Peter asked.

"Yeah," Toney leaned back in the couch as he kept his eyes on the boy in front of him. "I just wanted to see how you were doing after last night."

Peter frowned for a moment. That's all this was about? "Y-you want to know how I'm doing?" Peter asked, surprise evident in his voice. Tony nodded, and for a moment the billionaire thought he'd said something wrong. Did the kid think he didn't care about him? "You know you could have just called and asked," Peter added with a small laugh that Tony thought sounded a little forced.

"I wanted to see your face when I asked. You tend to lie to me over the phone. It's harder for you to lie when we're face to face," Tony replied. "So, how are you doing?"

Peter chewed on the inside of his cheek as he stared at the coffee table.

The woman wheezed as she tried to take a deep breath, but with her injury and the smoke she couldn't breathe right. Peter gripped her hand tightly as her unfocused eyes stared just past his head.

"Stay with me, Haley," he pleaded, tears burning his eyes. "I need you to stay with me. Just a little longer now."

She simply whimpered in reply, and Peter wasn't sure she even understood what he was saying. He just hoped that having someone next to her would bring the poor woman some sort of comfort.

"Karen, how much longer until the EMT's get here?" Peter asked.

"The building is unstable. It could take them a few minutes to find a safe route to you," the automated voice replied. Peter cursed under his breath as he stared down at the woman. She didn't have that much time. She was going to die. Peter couldn't let that happen.

"Where are the medics, Karen. I have to take her to them or she's going to die."

"I would not advise that. From the location of the injury, if you move her there is a 98.3% chance that you will move the shard and she will bleed out. Chance of survival is greatest if you wait for medical assistance."

"I know, Karen," Peter hissed. He held his head in his hands as he tried to quiet his thoughts enough so he could focus. He stood and began to pace as he ran through his options. Suddenly, the woman's breathing changed from wheezes to gasps, and Peter scrambled to her side as he fell to his knees.

"Haley, stay with me," he begged, but it was no use. A few pain filled gasps escaped her lips, and her head rolled to the side, wide lifeless eyes staring straight at Peter. Peter froze as he stared down at the woman who had been alive just seconds ago. She died. That woman died, and he should have done something.

"I'm fine," Peter replied. His eyes darted from the coffee table to Tony's face then back again. Tony knew the moment Peter struggled to keep eye contact that he was lying, but he also knew that he couldn't force the kid to tell him the truth.

"Okay," he replied with a sigh. "Okay, but I just want you to know that what happened with that woman was not your fault. Got it? There's nothing you could have done about it, and going over everything you think you could have done differently is not going to help."

Peter nodded, his eyes not leaving the tiny scratch on the coffee table he'd been staring at for the past five minutes.

"Alright, good talk," Tony said as he stood. Peter followed, his eyes wide in surprise.

"You aren't going to take my suit away?" he asked as Tony led him out the front door. Tony stopped mid stride and turned to face the teenager.

"Should I?" he asked. Peter thought for a moment. He probably should, but Peter definitely didn't wanthim to take it. He shook his head as he noticed Happy standing next to the car.

"Okay then. I'll catch up with you later, kid." Peter said goodbye to Tony and watched as he entered the compound again before he hopped back in the car.

Peter didn't relax until he was back inside the safety of his apartment where no one could see him. Thankfully his aunt was still at work, so he didn't have to worry about her. He sat on his bed and stared at the wall across from him, his mind a million miles away. An image of Haley Fisher lying lifeless on the floor flashed in his mind, and he tried desperately to rid himself of the horrible memory. All he could think about were her cries for help, her rattling gasps, her blood. Blood everywhere. Peter's breath caught in his chest. He took deep heaving breaths, but no matter how much oxygen he breathed in it wasn't enough. His heart thumped painfully against his chest, and the blood roared loudly in his ears. Tears streamed down his face, and he jumped to his feet as full blown panic set in. He couldn't think. Everything was foggy, his vision, his hearing, his mind. I'm dying,he thought to himself. His legs started to shake. He gripped the edge of his dresser to keep himself up right. She's dead. She DIED. Peter stared at his reflection in the mirror hanging above his dresser. Sobs tore from his throat as he struggled for air. Why didn't you do something. You were too slow. Anger and self-loathing took the place of sadness. What kind of hero are you? You couldn't help her. You can't help anybody. He glared at the reflection in the mirror and a loud crash filled the room. Pain flamed through his right hand, distracting him from the anger, sadness, and panic. He found he could breathe again. He stared at the mirror in front of him. The glass was broken. Cracks spread from the center out towards the edges. Peter sank to his knees as he cradled his injured hand against his chest. His knuckles and fingers were littered with cuts, and he could see small shards of blood covered glass glittering inside the wounds.

Peter dug the shards out of his hand, relishing in the way the stinging cuts kept his mind away from the events of the other night. His eyes burned from lack of sleep, and once he'd bandaged his hand up as best as he could, he flopped on his bed and fell into a deep sleep.