"Something is happening,"

Even as she said Peter could sense that something was, indeed, a little off. He wasn't quite sure what it was, but something in his gut - instinct maybe - churned in agreement, and he looked over at her from where he had been helping Mr. Stark up. A gremlin of worry gnawed within his stomach, giving him the fleeting image of an alien exploding out of his belly, which only added to his anxiety. Mr. Stark had assured him that the antenna bug-lady wouldn't lay any eggs in his body, but that battle had been pretty crazy. She could have snuck an egg on him when he wasn't looking. But, looking at her now, Peter didn't think alien babies were the problem. The bug-lady's antennae were twitched and shifting, almost on their own accord, and made Peter shudder - honestly, when he didn't think too hard about it, it was kind of the coolest thing ever. Then she glanced up and 'the coolest thing ever' didn't quite match up with the look of anxiety she was giving. The gremlin began ripping into Peter's bowels and he shifted on his feet.

The bright, curious eyes Peter had gotten used to seeing had been replaced with ones of bewilderment. In fact, bug-lady was looking dazed...and kind of out of focus. Peter blinked his eyes to get rid of the fuzz, only to realize that it wasn't him. She really was getting fuzzy. The left side of her had taken on the likeness of pocket lint, that began spreading inward, turning her skin to grey and black. Peter stared, heart thumping heavily as the grey began crawling up her arm, rolling over her body, leaving cracks that flaked and fell. It was getting darker and darker, and in the places where it was darkest, it began to crumble.

It happened too quickly for Peter's mind to comprehend. The alien lady barely had time to glance up at her groups leader-dude, innocence quivering with fear, just before combusting completely into black and grey flakes of ash and dust.

What the SHIT! Peter stared at the spot where she had been seconds earlier, watching as her remains danced and swirled ethereally through the air, before settling on the ground in gentle peace. Peter - he was pretty sure that didn't usually happen...right? No one ever specified powers or skills when Mr. Stark had been giving the plan, so how was Peter to know that crumbling into a pile of dust wasn't in her skill set. He waited for the leader-dude to laugh and point at their faces because 'ha, got you' as the bug-lady giggled and reformed, but one look at the leader-dudes face and Peter was under the impression that something else was going on. He turned to Mr. Stark, knowing he would have the answer; he was the smartest man on the planet - well, planet Earth- so there must be something he knew that could explain what happened.

Maybe - maybe they could regrow her. Or, Dr. Strange could perform some doohickey spell and she would appear in a puff a smoke.

But Mr. Stark'sdidn't meet his eyes. Shuffling in the metal of his suit, Peter followed Mr. Stark's eyes over to the burly man who had the strange, alien tattoo's textured over his skin. The burly man, who was usually so enthusiastic, was staring at the spot bug-lady had disappeared from in shock. Peter's heart thumped harder when he noticed the burly man's skin was already turning grey. Burly-man noticed too and looked down, then slowly back up, meeting the alarmed eyes of leader-dude and whispered in a soft tone, "Quill..." and no sooner did that word pass from his lips, did his body crumble. Ash overtook him and hovered in the shape of his form, an ashen apparition of the man it had been, before it was washed away with a breeze and strewn over the pile of bug-lady that frosted the ground.

Now, Peter would admit that he didn't know as much about space as the rest of them did - all he had ever taught him in science class was the solar system, the stars, the big-bang theory, constellations, and even Asgard, but no one ever mentioned ALIENS THAT TURNED TO DUST.

The leader-guy - Quill - sucked in a shuddering breath. His mouth moved to say something, but all that came out was a soft, puff of air that didn't seem to know what to do. Whirling around, he turned to Mr. Stark, eyes heavy and wide. The earlier image of the arrogant, angry and grieving alien-leader was gone. Mr. Stark must've noticed too and took a step toward him, hands going out to palliate some sort of comfort.

"Steady Quill," he said firmly, but his tone didn't match his demeanor. Mr. Stark was shifting in place, his fingers twitching, eyes nervous. He didn't act as lost as Peter felt, but he didn't sound so certain either, and, if possible that - that scared Peter even more. The bones of his ribcage tightened and his chest constricted, and Peter took a step back, feeling his lungs harden for air.

Quill's eyes softened in disbelief and he muttered something, too quiet for Peter to catch, and milliseconds later his body was deteriorating. He was gone within seconds. At this point, panic had begun saturating his thoughts, and Peter took another step back, giving himself as much distance from the ashen remains as he could so he could at least attempt to wrap his head around what had happened. This couldn't be a normal thing. It had to have something to do with that Thanos guy and those stones - he must've done something.

Suddenly, Peter's head was ringing and he felt himself freeze, almost not noticing when Mr. Stark turned to face Dr. Strange. His eyes asked the question and Dr. Strange sighed. "It was the only way," he said, as grey began creeping up the side of his body. "We're in the endgame now." he followed after the other three.

This time, however, Peter was too distracted to flip his shit. His head was really going off. It had done the same thing on the bus, and on the flying aliencraft, and during the fight. Only, when it happened then, it had acted as some kind of guide, or a particular frequency over a wavelength, that told him where an attack was coming from. But this time it was different. It wasn't a concerned whisper anymore, it was...it was terrifying. Something, the same instinct as before, was shrieking bloody murder at him. It screamed of an unknown danger, telling him to get away, to go, convincing him that moving was the only way to survive what was coming next. But where was he supposed to go when it was coming from everywhere? Peter did a 180, finding a desperate need to find a safe spot, but a punch of nausea hit his gut and halted his searching, making the ringing louder. Every alarm in his body, ones he knew and ones he didn't, became a flashing, screaming light that lit up every nerve and cell. He felt sick, but there was nothing to threw up from his empty stomach.

"Mr. Stark..." Peter called weakly, swaying on his feet from the feeling of reversed convalescence, and held out his arms, just slightly, for balance. He exhaled deeply to settle the flush of nausea, but it came out as a sickly, strained gasp. "I don't feel so good."

The look in Mr. Stark's eyes scared him.

Peter tottered forward, needing stability, but stumbled. He glanced down at his arms where burning, itching pain had begun rolling subcutaneous beneath the armor. Everything was shifted out of balance, his very soul felt misplaced; he felt like a machine that had been miscalibrated and on the brink of failure. The ringing in his head was almost painful, and everything echoed with the sound of danger. The air wasn't safe, the ground wasn't safe, this decaying planted wasn't safe, Peter wasn't safe.

But Mr. Stark...Mr. Stark was safe.

Peter bungled forward, body-driven on the need for sanctity. His head was screaming at him with a tone of shrill survival, but all he could discern was that survival came with Mr. Stark, so that's where he needed to go. Mr. Stark knew what to do, he always knew what to do. He was Iron Man, and Iron Man helped everybody.

But Mr. Stark didn't look the same. His eyes were wide and scared.

"You're alright," he said, but a part of Peter instantly pegged it as a lie. Everything hurt too much to be okay. By now the pain had made the journey to his arms, it was climbing up his legs and infecting his chest. What was happening to him?

"I don't know - " he tried to walk, only to totter forward. He felt dizzy...fuzzy... "I don't know what's happening. I don't-"Peter's legs gave out and he pitched forward, barely making the fall into Mr. Stark's shoulder. He leaned into those solid arms, finding stability in their strength.

He couldn't feel in his legs anymore. The numbness was creeping up his thighs. What was happening what-what did he do wrong-

A lining of ice covered his veins and his stomach dropped as realization shattered his thoughts. No...no...

Peter thought of the alien lady, and the burly man, and Quill. He saw their looks of shock and pain. He could see a few of their floating ash tumbling through the air even now. Fear's cold fingers pried open Peter's chest and took his heart in its hand, it reared its head with a laugh and squeezed.

A sob hit his chest, and Peter clung Mr. Stark's shoulder, gripping it as much as he could with his steadily debilitating strength. He tried to fuse to it the jacket, providing himself a link to the land of solidity and life, but it was as if he had been turned off. The tips of his fingers were getting numb and nothing stuck.

The fear pulsed inside his heart, becoming pestilence to his body. "I don't wanna go," Peter sobbed desperately, watching as the others crumbled before his eyes. "I don't wanna go," He didn't want to die yet. Aunt May, and Ned, and MJ, and Mr. Stark. He needed them. Death was - was scary and...cold...and numb. Would if there was nothing waiting there for him? Would if there was no Uncle Ben, or mom, or dad and it was nothing.

Was he never going to see his family or friends again?

His head screamed at him louder, and Peter could no longer feel his waist.

Another sob tore past him brutally, and he buried his face into Mr. Stark's shoulders, wishing he could hide in the safe material of his jacket.

"I don't wanna go," Peter begged, shaking. "Sir, please - please. I don't wanna go,"

Please, Mr. Stark. Please fix it. Make it stop.

Peter didn't want to...he didn't want to...not yet. He wasn't ready. His hands lost feeling, and his arms were getting fuzzy. When the numbness reached his chest his head began to lose its pitch, which scared him even more. It meant his body was giving up. It meant there was no escape for him. His sobs began to lessen on their own accord as his lungs lost their ability to supply the sufficient oxygen to sustain them.

"I don't wanna go," he felt himself falling, but Mr. Stark's arms were still there. Peter didn't resist when he was laid on the ground - not that he could - but his body trembled, and he was vaguely aware that the decaying buildings in the background were beginning to...dissacociate. In an ethereal sense, his mind began pulling from his body, going adrift in the sky, caught on by an asteroid that was pulling him away.

Only a string was left to keep his consciousness tied down, and Peter used it to turn his head to see Mr. Stark before it was gone for good. The older man couldn't speak, but his eyes said it all. Peter saw the grief and remorse. The hand supporting Peter's head was shaking, pain-stricken eyes shone with tears, and within the fading remnants of what was left of Peter, he felt a ripple of guilt. Mr. Stark had already gone through so much - Peter didn't want to be the one to cause him pain again. He didn't want to hurt his family even more.

Family. Aunt May. Grief clawed at Peter the last time as images Aunt May, and Ned and MJ whipped past his eyes in their frenzy to abandon his crumbling ship. He felt them disintegrating in front of him, just like his legs.

Who was going to be there for Aunt May? Who was going to help Ned build a lego time-machine? MJ - he was just getting to know her better.

He had failed them. He hadn't been strong enough. Maybe if he was faster, or smarter, or - or - or

His mind was drifting farther. Peter stared up into Tony's eyes, at the last two things that kept him tethered, but through his peripheral vision he saw his shoulder darkening and cracks appeared within the greying metal of his suit. It was consuming him.

"I'm sorry," Peter whispered, for not being enough, trying to convey with the last of himself just how sorry he was for letting Mr. Stark down...again. From a distance, he felt his head fall to the side, but his consciousness was already fleeing. Ash floated through the air, filling Mr. Stark's hands with grey and black flakes, dusting his pants, and eating Peter's vision.

Then...and then Peter felt nothing at all.

So, Infinity War's completely screwed me up.

I planned on updating one of my other fics, but then I saw Infinity War's and my plans were thrown out the window.

Way to freaking kill us, Marvel. Why you gotta make me suffer this way?

Disclaimer: I do not own Marvel, or Infinity War's, or the characters, or even this scene. I don't know what I own.