I know it's been a bit, I hope everyone enjoyed the last chapter. Morlun is creepy, ain't he? Anyway, here's your next chapter and I hope you guys are ready, because things are only going to speed up from here.

Here we go!

Peter looked up from the vast expanse of sandy terrain flying by underneath the jet. Blue eyes taking in the rugged mountains covered in a patchwork of sparse but determined shrubbery capable of withstanding the arid temperatures of Arizona. Despite the heat pouring through the window from the desert sun, all Peter felt was mind numbing cold. His hands were still shaking from what he hoped was just a hallucination. However, it felt so real. Peter suppressed a shudder, his arms unconsciously wrapping around him in a comforting hug.

He needed to forget, Peter told himself, just forget what he had seen. Tony was right. Tony was always right. Well, maybe not always, but often enough to be a successful multi-billionaire. So, that must mean that he is right in this instance. The thing he saw back in the lab was just a hallucination, and Morlun was dead. Peter knew he was because he was there when it happened. Another shudder rolled through the teen, his breath hitching at the memory of the interdimensional vampire burning and melting from the intense radiation practically on top of him. His lenses, reacting to the widening of his own eyes, contracted giving his already intimidating mask a wild look even as his body began to shake with fear.

That was a nightmare he told no one about. His team knew the terrors he had about the coma and burning alive. That was easy to talk about, mostly because that was something they had technically experienced together. However, his team wasn't there when he made the rash decision to latch onto a plutonium core while allowing a monster to suck out his life energy. Peter felt his legs curl up until his heels rested on the edge of the seat, and leaned his torso into his thighs, hugging his knees tightly against his chiseled frame. As that night once again returned to the forefront of his mind, the sound of the jet melted away and the young hero forgot where he was and whom he was with.

He could still remember the sickening feeling of Morlun's hands on his body. Three glowing holes opening up on the man's palms, looking very much like hungry purple mouths as they latched onto his suit and broke through into his skin. Peter had screamed in pain then, the shock of the contact quickly overwhelmed by the indescribably agony of his very soul being sucked away. Peter could feel his life draining out of his body and into those hands, palpable years slipping away like sand in a sieve. It took everything within the young hero to stick with the plan and grasp the irradiated core, flooding both their systems with the vicious energy.

Peter bit back a whimper as what happened next filled his mind's eye, his body rocking back and forth, making the spider wonder briefly when he had even begun doing so. He had only milliseconds to consider, because all too soon Peter remembered Morlun, and his death. In stunning Technicolor, the spider was thrown back into the moment when the radiation, green flames leaping off both their writhing forms, began to consume the vampire. It ate away at his skin, muscle and tendon in plain view, before it dissolved the delicate tissue, burrowing deeper and deeper until it hit bone, and soon even the skeleton was a mere pile of dust. Peter's mouth stretched in a silent yawn, caught in the memory of a shriek of terror that had once echoed amongst the rafters of the nuclear plant. Gloved fingers cradled the masked head buried in his knees, and as the broad shoulders continued to quiver, Peter silently begged for someone to save him from his own mind.

…..

Tony frowned. The ride to Arizona was quiet. Not that that was a problem, contrary to popular belief, Tony valued moments of peace where he could disappear into the crevices of his own mind and explore the vast unknown of his imagination.

The Avenger reveled in quiet moments where he could plug in his MP3, put on a pair of headphones and drift away on a wave of music. Dreaming up monsters and dragons, mighty mechs and robotic suits that could fly, of aliens and the stars and all that lay beyond them. That was something that few truly understood about the genius, but Tony had seen it in a few others, and one showed special promise. Spider-Man may be a bit of a goofball, but what teenager wasn't? However, through everything that their young spider had endured, his keen intelligence and will to live still lay unmatched except by only the most legendary of heroes and had earned Tony Stark's respect. Spider-Man had seemed unbreakable, at least, until now. And at the moment Peter looked on the verge of a mental breakdown.

The boy was curled up in his chair, his body tight as a twisted coil, body quivering from the tension. No doubt doing his best to stifle the unmistakable sounds of soft moaning sobs. They were barely audible over the sounds of the twin engines, but Tony's suit picked them up easily. Whatever the kid had seen back in the lab had scared him witless, and it apparently was haunting him even as they flew across mountains and desert.

Reed Richards was oblivious to the little spider, which suited Tony just fine, however, Walter Cage and Hank Pym had been giving Tony a pleading look begging him to intervene. The Billionaire sighed. He wasn't cut out to be a father figure, he was too immature and reckless for the responsibility. But it seemed that both he and Fury had unconsciously, and silently, accepted their roles as surrogate father figures for the boy. Fury was the discipline Peter needed when he stepped out of line, and Tony the hand of compassion who encouraged the budding genius and gently directed him in the pursuit of science. Between the two of them, they had assumed the Spider was well taken care of, but they felt their failure all too keenly with this latest development.

So, with lips pressed in a firm line, Tony casually reached for a button that would bring Peter's seat up next to his. The teenager startled at the feeling of his seat moving, and his head bolted upright, legs uncurling and dangling loose, as his chair was brought to a stop in front of the second pair of controls. His shoulders jerked with little hiccups as he strove to get his emotions under control, the blue and red clad back ramrod straight in an attempt to hide any sign of weakness.

Tony hated that the kid had developed such unhealthy coping mechanisms so young. The man recognized them as clearly as he recognized himself in the mirror. Tony and Peter were very similar in many respects. Both hid their pain with jokes and sarcastic humor. Both refused to allow others to catch a glimpse of any form of vulnerability, even if it meant trying to walk off a serious injury without anyone knowing. And both used their mask, their superhero identity, as a shield from the nightmares and insecurities that screamed day and night within their subconscious. A soft cough roused Tony from his reverie, only to find wide spider eyes gazing questioningly at the Avenger. Tony couldn't help a fond chuckle. Gesturing to the controls, the billionaire smirked behind the metal helmet.

"Fury let you fly one of these yet?"

The white lenses grew impossibly larger, prompting an amused snort that was quickly smothered by Walter Cage. Tony was grateful for his Iron Man suit, as it allowed him to grin as much as he wanted and even muffled the majority of his laughter. Hank was snickering into a gloved fist, looking away in a vain attempt to be discreet. Even Reed was smirking slightly as he pretended to be more interested in the scenery than what was happening in the cockpit. All four men silently agreed, that while Spider-Man would definitely not appreciate the sentiment, the kid had his moments where he was undeniably adorable.

"ME?!" The teen asked in a strangled squeak "Fly…THIS?!"

Tony could barely contain his laughter. If this kid's eyes got any bigger, they would take up his entire head "Sure, why not?" he coughed through a poorly disguised chuckle.

"But-But," Spider-Man cast about, looking for the words to verbalize the myriad of thoughts coursing through his brain, "I don't even have my Driver's License yet?!"

"Please," Tony scoffed, "you ride a motorcycle that is literally balanced on a thin piece of web. I'm sure you can fly a plane."

"But this is one of your planes," Peter stated, his voice suddenly softening, shoulders giving the barest quiver of fear and doubt, "you would trust me with it?"

Tony's heart stuttered at the palpable aura of self-doubt radiating from the spider. No, it ran deeper than that. The man could tell. It was undeniable. Peter didn't just doubt himself, but the boy seemed to have a deep seeded fear and almost self-loathing, as if he would never be able to do enough to prove to himself that he was good enough. That he was allowed being in the same space as heroes and legends. That somehow, he wasn't this massive burden to the rest of the world. Tony hated how someone as noble as Peter doubted his own worth.

"Of course, I would," the billionaire nodded confidently, "I would trust you with anything of mine."

Quietly, hesitant fingers stretched out and grasped the controls while the Iron clad hero switched the plane to manual. The jet gave a gentle jolt making Peter startle, but his hands remained steady, and soon anxiety gave way to sheer delight. A giggle built in the thin throat, until it bubbled out as happy laughter. "Look at me!" the teen gasped, voice laden with awe, "I'm flying!"

"That, you are," Tony affirmed, his tone betraying the affection he felt for the young genius.

"I never get to fly," Peter confided, his frame and manner happier than Tony had seen in weeks "White Tiger is pretty stingy with the controls, and most of the time we just use autopilot or Coulson and another agent fly us to our missions. I like this way better though!"

The billionaire laughed "Yeah, there's something about flying that makes even the darkest of thoughts drift away."

"Yeah,"

Spider-Man's frame drooped and Tony bit his lip in indecision. Should he bring up whatever it was that had the kid curled up in a ball not even a minute ago? Well, there was no time like the present, and even though Tony was definitely not an expert in touchy feely stuff, he felt he owed it to the kid to at least try. "So," the Italian began awkwardly, intense gratitude for his helmet hiding how nervous he was washing through his frame, "you doing ok? I mean, I know you're not, I remember when I was given a short time to live. It isn't easy news to digest. I guess, what I'm trying to say is, how are you doing?"

The lithe frame drooped even further into the seat, although Spider-Man was careful to not allow the bad posture to effect his ability to keep the plane on course, "I'm fine, I guess," he muttered, before heaving a sigh, "I mean, what else am I supposed to say? It's not like I can just go up to people and projectile vomit all my fears about the fact that I'm going to die from the same stuff that gave me my powers. Heroes are supposed to be strong."

"HA!"

Everyone jumped at the sound of Reed Richards Barking out a laugh, and all eyes turned to the normally solemn and serious scientist, "Heroes are supposed to be strong," Mr. Fantastic agreed turning an amused but empathetic gaze on the young warrior, "but the vast majority of us are just men and women who are blessed with unique traits that we endeavor to use for the greater good. Ben, you know him as the Thing, still has the occasional meltdown over wishing he were human again. It takes four gallons of ice cream and several group hugs accompanied by a movie night to help him cheer up."

Tony found himself nodding, understanding rising in his heart, "Yeah," the billionaire sighed with slight amusement "When I found out that I was dying of palladium poisoning, which was what was powering my arc reactor in my chest, I couldn't deal with it either. I trashed my house, beat up my best friend, got drunk and then treated my hangover with two dozen donuts."

"After a particularly bad mission where I almost lost Janet, I went into a massive depression and ended up creating Ultron…" Hank muttered bitterly, "I think we all know what happened after that."

Spider-Man sighed, appreciating the effort, but shaking his head in rejection at the comfort being offered, "I get what you guys are trying to do, really," he said softly, "but this is different. The Thing isn't dying from his power, Iron Man was able to invent a new element that would power his suit without being poisoned, and even though Ultron was bad, in the end you were able to stop him. But I'm dying and there's not a lot of hope for a cure."

"Come on, Peter," Tony encouraged, clapping a metal bound hand onto the teen's shoulder, "I thought you were a scientist?"

"What does me being a scientist have anything to do with it?" Peter groused.

"We scientists live for the .1% probability," Walter Cage chuckled.

"Precisely," Reed grinned, "Where would the thrill be if there were an easy cure?"

Peter scowled, his lenses reacting to the angry narrowing of his eyes, "So, you're saying that what's happening is just a big game to you? A chance to show off how smart you are?"

"We aren't saying your illness isn't a serious concern," Tony soothed, wincing at how spectacularly their attempt to encourage had backfired, "but I'm also saying to stop looking at it as a death sentence and more like a puzzle. I'm sure there is a cure, or maybe some angle we just aren't seeing that can slow the effects until we find one, but if we give up now, we'll never know!"

Peter tried to summon a weak smile, even with his mask hiding his face, but just couldn't manage the effort. He was grateful that so many people were rallying together to help him find a cure, but he knew it wasn't going to work. He had seen enough of the data. He was terminal, and there was nothing that could stop what was happening in his body. Heaving a sigh, the young hero turned away from the forced optimism of his crew.

"Anyway," Spider-Man murmured before clearing his throat so to speak in a slightly louder tone, "When are we going to get to the Hulk?"

Iron Man pointed at the radar screen, "We're getting a healthy signal saying he's in the area we're over now."

Reed pursed his lips, his anxiety over facing the green giant still evident, "Can that thing distinguish whether he's himself or…"

The scientist floundered for the word to describe Bruce Banner when he was transformed, but Peter quickly came to the rescue, "Hulked out?"

"Yes, that." Mr. Fantastic groused.

It was in that moment that a large boulder that was almost the size of the jet came flying at them. Peter let out a healthy yelp, turning the plane so to avoid collision with the rock. Tony grunted at being thrown around, before turning to face Reed, "I don't know, Doctor, you tell me!"

Turbulence shook the plane as they came in for a rough descent towards the Hulk, jumbling Reed's words as he shot back, "I don't appreciate the sarcasm!"

"Metal bird make Hulk MAD!" a thundering roar echoed from below.

"Well, he sounds pleased to see us," Hank muttered sinking into his seat, "what did you say about that sedative gas, Tony?"

"Yeah, it's a tranquilizer gas," Iron Man nodded as the jet made its landing, a green haze being pumped out of its underbelly shrouding the small valley where the Hulk currently stood, "we've got enough of the stuff to knock out Galactus. That is, if Galactus breathes, which is a topic we're still not sure about."

"Get back on topic!" Reed bellowed, his eyes wide in panic as they watched a very angry green giant charging their jet.

"Right, as I was saying," the billionaire said as he gave a massive course correction to the conversation, "it should be enough to definitely work on Hulk and help us draw out Bruce into the dominant personality!"

"Here!" Walter Cage threw multiple gas masks around the cock pit, ensuring each hero or scientist had one, "Make sure it's secure, or the Hulk won't be the only one feeling drowsy."

Hulk gave another infuriated roar outside the Jet, slamming both fist onto the ground as the gas began to effect his senses making the green man sway. Spider-Man gave a hesitant gulp, "Is it too late to call in the rest of my team?"

"Calm down," Tony sighed, "we can reason with him."

Another rock flew past the jet, blessedly missing only due to the Hulk's aim being off at the moment, "Leave Hulk ALONE!"

Spider-Man released a squeaky 'EEP!' as another piece of mountainside was thrown their way, and sunk down until only his lenses could be seen over the control panel, "Oh yeah," the teen groused, "I'm feeling sane rationality just oozing from his pores."

Tony shook his head fondly, before standing up and dragging the reluctant spider along with him, "The key, gentleman, is to not engage," he advised casually in sage like tones, even though Peter was literally digging his heels in against the insistent pulling, "because the angrier the Hulk gets-"

"The more likely he is to kill us all dead," Spidey finished, now outside and deciding to stop fighting. In fact the spider was unashamedly clinging to the back of Iron Man, using the metal suit as a shield against future rocks.

Reed snorted from behind his gas mask, rolling his eyes, "That wasn't even proper grammar."

"Oh, I'm sorry," Spider-Man jolted to attention, though not leaving the safety of Iron Man's personal space, "I didn't realize the grammar police were present!"

"I was merely pointing out the redundancy of your statement!" Reed snapped.

"Well, point it out after we survive this!" Spider-Man shot back "Because the last time I checked, there's never been a fight in the history of ever that was improved or won over proper grammar!"

"See, this is exactly what I'm talking about," Mr. Fantastic scoffed "who taught you to speak? It is almost as if with every generation that passes, mankind regress. It will be a wonder that intelligent speech will even survive at this rate!"

"Big words make Hulk's head hurt," the giant grumbled, drawing everyone's attention back to the main event, "it makes Hulk mad!"

"We understand," Tony soothed, raising his hands in a noncombative gesture, "we don't want to do anything to make you mad."

"Yeah, exactly," Spider-Man quipped, "So tell Reed to stop talking!"

Iron Man couldn't help the cough of laughter that burst from his throat, even though he tried to maintain the role of mature, responsible role model, "You do realize that I can ground you for disrespect, and Fury will back me on it?"

Spider-Man paused, lenses reacting to his eyes as he gave a slow blink, "Maybe," he stated with a halfhearted shrug, "but you haven't because you agree and know I'm right."

"PETER!" Tony scolded, trying to look over his shoulder at the naughty little punk clinging to his back, but his tone was ruined by the laughter bubbling beneath the surface, "you should at least give him the respect he deserves as a renowned scientist!"

"Fine," Spidey huffed, hunkering down in defeat with his chin on Iron Man's shoulder "but I still maintain the opinion that whatever it is up his butt is sideways."

Tony cackled, doubling over to grip his knees. He hated to admit it, and would never tell the kid (heaven knew he didn't need any more encouragement), but man was Peter funny. Reed was less than amused, pouting over in the corner while Hank grinned and Walter chuckled. Spider-Man simply hung on to the back of the metal suit, the back of his head buzzing happily with the quiet knowledge that he had made Tony Stark laugh. However, the enjoyable moment had to come to an end as the jet only had so much gas and they needed to work quickly.

Once again raising his hands, Tony approached the green giant, "It's just us, we really need Bruce's help."

"Puny man not here, just Hulk!"

"But we need to talk to him," Tony continued, slowly approaching the Hulk, "Please Bruce, we need your big brain, and no one else can help but you. We're pleading with you, bud."

"I said Bruce NOT HERE!" Hulk roared, "Call Hulk his name again and Hulk SMASH!"

"Uh, Tony," Spider-Man yipped, tapped forcefully on the metal shoulder, "you're getting within arm's reach, I wouldn't do that if I were you!"

"Relax," the metal man said, more to Spider-Man than to the Hulk, continuing his tenuous approach as strobe lights that burst in a peculiar pattern with varying colors shone from the eyes of his helmet "Bruce, you're with friends. We need your help. Just watch the lights."

For a moment, the Hulk froze, his face and hands growing slack as he took in the mesmerizing show, "Lights," he murmured, "Pretty,"

"Yes," Tony agreed softly, his tone cajoling, "very pretty. Watch the pattern."

It seemed to work, and just as Peter felt that they had won, his Spider sense rung out like a bell, forcing his body into motion just as the green giant grabbed Tony by the head, "You tricking hulk?!"

Hank touched his belt, his frame growing to over fifty feet. Spider-Man readied himself, body low and tense, prepared to launch a counterattack. Reed groaned, "This is stupid, I should have brought my wife."

"What, too scared to try and handle him yourself?" Peter teased.

"No," Reed hissed, "but Sue could have cut off his air with a force field. His lungs would fill with gas and this would be over. However, now we have to do this the hard way."

"L-Less…arguing," Tony gasped, his feet kicking from where the Hulk was holding him up in the air, "more…PUNCHING!"

The Iron Man put his hands together and shot two concentrated beams at the giant. Hulk wasn't even fazed, but instead threw Tony with a roar of anger. Unfortunately, Hank had been picking up a large boulder to hit Hulk with but was met instead with an iron suit to the shin. The hero hopped on one leg, clutching his bloodied and bruised shin, dropping the boulder. Spidey's eyes widened as the looming shadow of the large rock enveloped their current battle ground. His spider sense was ringing like a jackhammer, and Peter could only trust his instincts and pray he was fast enough to get out from underneath the inevitable collision.

HE wouldn't have to worry, however, the Hulk smashed it to rubble with one punch. "Now is my chance," Reed shouted, "I'll distract him, you immobilize him with your webbing!"

"Uh, Doc?!" Spider-Man paused, but didn't have the time to finish his warning. Because as soon as Reed turned around, he was met with another boulder, this time flung by Hulk. It hit the scientist hard enough to dislodge his mask, and soon lay unconscious as the gas did its work. Which left Spider-Man.

The teen sighed, "Why is it I always get stuck with clean up duty?"

Diving into the fray, Peter used every last bit of spider ability he still held within his body, ducking and dodging fatal punches. "Hey, big green," he shouted gaily, "remember me?!"

Hulk sneered as the spider leapt over his green shoulder, bouncing away like some kind of jumping bean, "Vaguely," he grunted.

"Vaguely!" Spidey exclaimed happily, giving two thumbs up even as he was backflipping upside down "Good word choice! Looks like the gas is doing its job!"

Hulk released a savage snarl, swinging out another lethal hit "You talk too much Bug Man!"

"Yeah, it's a bad habit," Peter agreed pleasantly, "but it serves a purpose."

"Like what?!" Hulk was starting to talk more rationally, and it gave Peter the guts to continue.

"Like I have an awesome sense of humor!" He laughed, still flipping a hairs breadth away from fists that could easily crush him.

"Hulk don't think you're very funny,"

"Sure, I am," Spidey sniffed, "Here, let me tell you this joke! Knock, knock?"

"GRAAHHH!"

"I'll take that as a 'Who's there?"'

"Heh," Hulk paused, his mouth quirking up, and skin suddenly looking a slightly paler shade of green, "Heh-heh,"

"Aw, I didn't even get to the punch line!" Spider-Man pouted.

Hulk was de-transforming, his body shrinking at an incredible rate until Bruce Banner was all that remained. Peter caught the man as he fell, careful to not let him suffer a fall onto the harsh desert floor.

"I can't believe it," Bruce muttered drowsily, "a knock-knock joke, of all things?"

"I got a million of 'em," Peter declared proudly, "but please, make it to the punch line next time?!"

I hope you guys enjoyed this chapter! It was definitely fun to write, and I hope it was fun to read. Please leave a REVIEW! I love hearing your thoughts and opinions!

And also check out Official USM Writer's fic The Inside Scoop! It's really good!