*SLAM*

"Peeettteeerrr!" A drunken voice slurred out. He could already hear her feeble attempts at shutting the door.

Peter sighed, putting down his pen and closing his textbook. "Coming, Aunt May!" By the time he reached the lounge, May had already thrown up.

"P...e...t...e..r."

"Aunt May, please don't trace my name in your vomit."

She giggled.

Peter exhaled, pinching his nose as he stepped over the mess and closed the front door, he turned around to face the chaotic scene. "So we're doing this song and dance again," Peter grumbled, already bending down to hoist up his Aunt.

"A-Aww," she stuttered, head lolling in the air, "my baby boy's s-so strong."

He squirmed at the stench of alcohol and vomit billowing out of her mouth. "Your 'baby boy' is also fourteen-years-old and has a Science Fair project he needs to finish," came his dry response.

"Oh, P-Pete," she wrapped an arm around his neck, "I'm s-so sorry -hic- You have to take care of your g-good-for-nothing Aunt, again."

He sighed, pushing open the bedroom door and depositing her sideways onto the bed. "You're not 'good-for-nothing'," he wrestled the covers from beneath her, "you're just having a hard time," he dumped them on top of her, "and there's nothing wrong with that." Peter frowned at his Aunt. "Do you need some water?"

Aunt May smiled weakly. "Maybe later."

Peter shrugged. "I'll get you some anyway." He turned to leave but a tug on his hand stopped him.

"Pete," May whispered, "I l-lost my job."

Dread curled up in his stomach, and he found himself not turning around to look at his Aunt. "Again?" Was his shaky reply.

"Peter -hic- I'm sorry. It just w-wasn't ...meant to be." The grip on his hand tightened. "I'll find a new job a-asap, promise."

Peter felt his heart harden, and the dread that overflowed his stomach soured to frustration. "This is the third time this year."

"I -hic- know but-"

"It's fine," he stood up, tugging his hand out of her grasp, "I got a job as a tutor for some college kid."

"Peter-"

"It's fine," he glanced back, "I'll get you some water."


"Oi, Parker, hows that stupid, wannabe project going?"

Peter glared at Flash, snatching the case back. "Hands off."

Flash only smirked, tracing a finger down his board. "Looking at all this bullshit you've spouted, someone would think you've made an A.I or something."

Peter raised an eyebrow. "They're glasses that compute and display information that's already public."

Flash scoffed. "I think you're just making up a bunch of bullshit so you can get some bigshot's attention."

Peter smiled icily. "And I think you should stand five-feet away from my project so you don't infect it with your stupidity."

Flash sneered at him. "Oh really? And you're going to make me, Parker?"

"BOYS!"

Mr Harrington glared at them from his desk. "You were instructed to leave your project in the classroom and head to your first class, do so now."

Peter quirked a smirk at the boy. "See you later, Thompson." He scrambled out of the room, granting himself a sigh of relief once the jerk was out of sight. 'Jackass,' he thought, scowling as he roamed through the corridors and to his first class. Creaking the English Room door open, he slunk into the back of the classroom.

"Mr Parker," Mrs Warren glared at him, an eyebrow already raised "You're late. Again."

Peter shrugged. "I was setting up my science fair project."

"And it took you ten minutes?"

"...yeah?"

She sighed, setting herself back down at her desk. "Sure," she grumbled, before clearing her throat. "Anyway, class, I want you to write an essay on a challenge a character faced, and how this helped you understand an important theme in this book. For example, James went through..."

Peter let the teacher's words fly right past him, fishing out his notebook and looking over the sketches of his web-shooters. 'The formula at the moment is too sticky,' he thought, tapping a pen on his chin, 'I need something that'll let me release the web without it clogging the whole thing.'

"Parker, what theme does the challenge 'being an outcast' highlight?"

Peter didn't look up from his notebook. "Perseverance, despite being different in the eyes of society, James perseveres towards his dream as a detective."

Mrs Warren nodded, lip curling in annoyance. "Correct, I suppose," she stalked her gaze over the rest of the class. "Jones, give me an example that highlights the theme perseverance?"

Peter continued sketching out his train of thought. 'Maybe I could use a different material?'

From the back of the class, MJ shrugged. "When James continues the investigation despite being spit on by his colleagues."

'Or maybe I could change the formula so that it only becomes sticky when it comes in contact with air?'

A nod. "Perfect. Leeds, a quote."

'But that would mean changing the composition entirely.'

A fumble of papers. "Err, maybe when Fiona was talking to her Mom? Like the 'you don't understand, his differences make him stronger. He's done it all despite his disadvantages.' Yeah, that part."

'I suppose better that than run the risk of a clogged web shooter. If I'm gonna make this thing I better make it as foolproof as possible. Not that it actually matters, I doubt I'll ever use it- '

"-listening to me, Mr Parker. Mr Parker? Did you not hear the bell ring? Do you not hear me talking to you?"

Peter blinked, shoving his notebook in pants and glancing up at the visibly frustrated woman, who was towering over him in the empty classroom. "Um, yeah?"

She exhaled, clenching and unclenching her fists so tight he could see marks begin to engrave itself into them. "Peter," she began in an uncharacteristically soft voice, "I know things are tough for you, and that perhaps your life isn't so stable, but don't let your marks suffer because of it. You are a gifted student and you should use this opportunity to…"

Peter ignored her, staring at the clock behind the woman and counting down the minutes he was missing from History. 'Your Aunt turns up to school drunk one time and suddenly you're everybody's pity party.'


Tony was bored. Apparently, there were only so many weeks he could spend alone in his workshop before Pepper forced him out.

To be honest, there were probably many things he could be doing. Like kiss up to some foreign government's officials, or go through that whole Accords mess with 'Stick Up His Ass' Ross, maybe even 'find' Captain 'Dickhead' America and his ragtag team who had probably hidden their asses in Wakanda. And Tony wasn't touching that place anytime soon. He had better things to do than pester technologically advanced kingdoms that paraded themselves as third-world countries to the rest of the world.

Better things, like attend some random school's Science Fair.

"Do I absolutely have too?"

Pepper rolled her eyes, sliding a brochure towards Tony. "Yes, Tony, you have too. I know you'd rather be holed up in your workshop, but you can't stay there forever." She sat down opposite to the couch he was sprawled on, "this is a great opportunity for you to find some new blood, see the next generation, focus on something other than a global catastrophe. Besides," she smiled, "a bit of good PR never hurt anyone."

Tony groaned, hand clambering for the brochure on the coffee table. "Midtown Science Fair," he read, pushing stray strands of hair from his forehead as he sat up, "come see the next generation of scientists and engineers born from our specialised STEM curriculum," he snorted, "so it's a nerd school?"

Pepper raised an eyebrow. "Bold of you to call it a nerd school despite being a nerd yourself."

Tony smirked. "If anything, it gives me more right."

"Sure it does."


Midtown High School was well known for their student's excellence in STEM subjects. Every batch of kids was bound to have at least a handful of geniuses. They were the ones the Science Fair was really for, the ones that the school could put on display to the major companies that wanted them under their wing.

Every year, the teachers of Midtown High would compile a mental list of such students. They were to be excelled and encouraged about this Science Fair. Evaluated, monitored, and generally placed at the centre of the exhibition. Winners of this treatment this year were Edward Leeds, Michelle Jones, potentially Eugene Thompon, and...Peter Parker.

Peter Parker was, by far, one of the brightest students Midtown had ever taught. He excelled in everything to an almost astonishing degree, but only if he tried. Sure, even when he didn't Peter still managed to top every class, but when he did it was a sight to see. Every one of Peter's teachers remembered his first project; a hoverboard that actually hovered. It definitely wasn't unexplored technology, courtesy of Tony Stark's Iron Man, but it was still an incredible piece of work for a fourteen-year-old. Peter literally had to pick it apart and put it together again in front of them for everyone to believe him. The only problem was that, since then, Peter had yet to replicate that sort of genius. He was still a straight-A student, no doubt there, but he barely went out of his way to turn in something truly brilliant.

Perhaps, it was a fluke. Perhaps, he didn't care. A fair number of teachers had a hunch it had something to do with the boy's aunt, who had shown up to school drunk on multiple occasions. Peter was a scholarship student, after all, and his aunt wasn't exactly consistent with her jobs.

All they could do was hope that maybe, just maybe, Peter got his act together in time for the Midtown Science Fair.

And as Roger Harrington thumbed the seemingly ordinary pair of glasses that Peter Parker had turned in, he smiled, glancing at the board that came with it.

Scour the web with every glance using K.A.R.E.N

K.A.R.E.N works as part of a pair of glasses that, with the click of a button, can display features similar to that of a phone and adapt it to your vision. Video call one friend while talking to another, read a recipe while cooking a meal. These glasses let you multitask to the extreme.

Guiding you through this experience is a voice-activated search engine named K.A.R.E.N, that can record and respond to your wishes through a pair of complimentary earphones.

This project was, as you can guess, inspired by Tony Stark's very own portable supercomputer glasses. While this can't really compare to Stark's multi-million dollar invention, I hope this makes this kind of technology like this more commercially viable as well as...

Roger felt excitement crawl through his body as resisted the urge to try the glasses himself. 'Peter, if this thing does what you say can do, well, then we've really got a genius on our hands.'


K.A.R.E.N was the culmination of years worth of effort. Ever since Peter had heard of Tony Stark's own A.I, he'd wanted to make his own. Five-year-old Peter had never let go of the idea of making his own friend, and fourteen-year-old Peter finally managed to make it come true. This wasn't anything like the hoverboard, the hoverboard was only really limited by his own capabilities. It was fairly easy to dig up spare engines in garbage dumps compared to the micro parts needed to build high-tech glasses. He'd been saving up for this for ages, to buy the parts and equipment he needed so he could build the rest. The glasses were mainly just a way to use his A.I. After all, he had created two versions of K.A.R.E.N, one that was commercially viable, and one that...had a bit more snark to it.

The one Peter had handed in wasn't programmed with the 'commercially viable' version, but he doubted anyone would try asking K.A.R.E.N anything tricky. No one was going to expect that much from a fourteen-year-old, anyway.

That, it seemed, was his first mistake.


The Midtown Science Fair was interesting, Tony decided. Not that he found anything truly exceptional - though that Asian kid's robot arm was pretty neat. Still, if this was their future scientists and engineers then he could safely say that their future seemed pretty bright.

It also looked like he wasn't the only representative from a major company to turn up, though he was definitely the most high profile one. Watching people's expressions drop when he walked by never seemed to get old.

As Tony made his way to the centre of the hall, a booth with few visitors caught his eye. Inside, two boys stood glaring at each other.

"'Inspired by Tony Stark's very own portable supercomputer glasses,'" one boy said mockingly, "come on, Parker, don't even try comparing yourself to someone like him."

'Parker' just narrowed his eyes, stepping in front of his project somewhat protectively. "Believe what you want, Flash. Just go away."

'Flash' scoffed, attempting to shove the boy aside. "No way, if anyone gets to expose your bullshit it's me. Besides," he smirked, "it can't be that good if your aunt would rather be drunk somewhere than here."

Even Tony winced at that one. 'Damn, what a low-blow.'

Parker's lip curled. "Funny," he whispered, "I don't see your father here either."

A clenched fist. "What'd you say, Dickwad?"

A smirk. "Oh? You need me to dumb it down for you?"

"Parker," the boy said warningly, clenching both fists.

"I said. Where. Is. Your. Father. Thompson."

"Why you-"

A fist was drawn, moving in almost slow-motion towards the other boy.

'And now is when the responsible adult intervenes.'

Tony glanced around. Everyone was either focused on their own little project or staring at him.

'Who happens to be me.'

He sighed, strutting his way towards the pair. After successfully baffling them into a makeshift truce, he turned his attention to the project at hand. Gracing the kid's - Parker's - board with the barest of glances, he swapped his own glasses with the kid's one. If this thing was based on one of his own inventions then obviously Tony had to make sure it was up to scratch.

'Huh,' he thought, clicking what he assumed was the 'on' button and plugging in the earbuds.

"Hello," it said, "my name is KAREN, how may I help you?"

He smirked slightly, flicking a glance at the two boys who were gaping at him. "Hello, KAREN, my name is Tony Stark, and I'd like to ask who these gentlemen are."

"Mr Stark," the A.I responded, outlining the two boys' figure in white, "this is Eugene Thompson and Peter Parker."

"Oh," he said, raising an eyebrow as he glanced around the room. Everyone was just staring at him seemingly talk to himself. "Care to tell me how you came across this information?"

A white, slightly transparent, box appeared near his peripheral vision, loading what appeared to be a website. "Both Mr Parker and Mr Thompson are members of the Midtown High Decathlon Team. Images of them have been spread across the internet via the Midtown High and Official Decathlon webpage." Another box appeared next to 'Flash', "Mr Thompson also appears to have many public social media accounts."

Tony let out a low whistle. It was spectacular, really, especially coming from a kid who probably had no professional equipment. Rubbing a hand over the lense and frame, he could tell a lot of it was made from scratch. This was no couple months project, that was for sure.

Tony hummed. 'I wonder…' "KAREN, describe your creator in three words." Out of the corner of his eye, he saw Peter pale.

"Stubborn, smart, and loyal."

He smirked. "Stubborn, eh, not a big fan of those types."

"So you're not a big fan of yourself, then. How sad."

Tony grinned, pushing down the glasses to smirk at the ever-paling Peter Parker. "You're little A.I is quite the character, very protective and very snarky."

"E-Er, well, I-"

"Peter Parker," Tony slipped off the glasses and unplugged the earbuds, "would you like an internship at Stark Industries?"

Tony expected a gasp, or a bit of gapping at the least. But no, instead, the kid fainted.

'Well, this is unexpected.'


Peter was having a crap day. Flash had been terrible, school had been terrible, and this Science Fair was turning out to be terrible. Sure, he realised his glasses weren't as flashy as Ned's robotic arm, or MJ's 3D holographic display, and yes, maybe he didn't put too much effort in the overall presentation of his project. But it was still the actual tech that was being marked, and Peter knew his project was probably the most high-tech of them all.

But it looked like no one would ever realise that, judging by how long the adjudicators were spending mooning over Ned.

And no, he wasn't salty about that at all.

Peter sighed, slumping in the chair next to his board. He flicked a brief glance at his phone, heart sinking at the lack of new messages.

May hadn't texted back.

He groaned, a hand coming to massage his temple. With typical Parker luck, she'd be drunk in some bar spending the last of their rent money. Money she wouldn't be able to earn back because she didn't have a goddamn job.

Yes, Peter was bitter about that, sue him. He'd been hoping to shell out a couple hundred on developing his web formula. Now, it looked like it would be going towards their day-to-day-needs.

'At least college kids are desperate enough to pay a pretty penny, otherwise, we'd really be done for.'

He snorted. How screwed up was his life if that was his silver lining.

The tell-tale clip-clop of designer shoes moving towards him made Peter groan.

"What'd you got here, dickwad? An empty booth? How sad."

'And I thought this day couldn't get any worse.'

Peter glanced up, eyes narrowing at Flash's smug expression. "What are you doing here, Flash?"

He smirked, leaning on Peter's science board. "My project's already been scored, so I decided to explore," he twirled a small white card in his hand, flaunting the gold 97. "Almost a perfect score."

Peter gritted his teeth, biting out an, "almost."

Flash only continued smirking. "Face it, Parker, your little pet project isn't good enough to even get noticed."

Peter scowled, slowly standing up. "Right, because you know absolutely everything about my 'little pet project'."

Flash raised an eyebrow, moving to stand in front of him as he glanced over Peter's shoulder. "'Inspired by Tony Stark's very own portable supercomputer glasses,'" he said in a mocking tone, ending the sentence with a snort. "Come on, Parker, don't even try comparing yourself to someone like him."

Peter grit his teeth, stepping in front of his project protectively. "Believe what you want, Flash. Just go away."

Flash scoffed, attempting to shove him aside. "No way, if anyone gets to expose your bullshit it's me. Besides," he smirked, "it can't be that good if your Aunt would rather be drunk somewhere than here."

The weight of his phone hung heavier in his pocket at the statement. Peter's lip curled, the anger sloshing through his veins cooling to something far more toxic. He could feel the deadly frost glaze over his tongue. "Funny," he whispered, looking Flash dead in the eye, "I don't see your father here either."

The sharp intake of air told him exactly how sore of a spot he hit, and satisfaction boiled inside of him at Flash's paling face. After all, despite everything, Aunt May still loved Peter, he didn't know if he could say the same for Flash's father.

"What'd you say, Dickwad?"

He smirked. "Oh? You need me to dumb it down for you?"

"Parker," Flash said warningly, a slight tremble in his movements as he clenched both his jaw and fists.

Perhaps, if it were another day, one where everything hadn't turned so sour, he would have stopped in his attacks, been content with two, admittedly sharp, pokes at Flash's crumbling self-worth.

As it was, today was not that day. Peter went in for a third. "I said," he drawled. "Where. Is. Your. Father. Thompson."

It was as if something had snapped between them, a change of dynamic. Flash was always the instigator, and Peter, the retaliator, but he had never taken his retaliation this far, not like this.

Flash realised it as well, visible hurt taking over his face, and before could Peter let the inklings of guilt bleed through, he drew a fist.

"Why you-"

Like an action sequence in a movie, the world slowed down. Peter's spidey sense told him to dodge, but his conscience told him to take the punch.

For the first time in this entire debacle, he decided to listen to it.

Peter closed his eyes. 'I deserve it.'

Except the blow never came, and when Peter opened his eyes he was treated to the sight of a gaping Flash, fist paused mid-swing in the air. He glanced around him, the inscopciouqs chatter that had clattered the air was on pause, and all eyes and ears were focused behind him. A bud of dread began to grow in his gut, as he slowly turned around.

If anything, his dread bloomed.

Because Tony Frickin Stark was looking at them, one eyebrow raised, and decidedly unimpressed.

'Oh. Shit. OH. SHIT.'

Peter's busy brain was already calculating the probability of Tony Goddamn Stark coming to his school's science fair, just so, you know, he could get an idea on how absolute shit his luck was.

Tony Stark was the last person Peter Parker wanted to meet. Not with his potentially illegal A.I, not with his unfinished web shooters in his pocket, and certainly not with superhuman strength coursing through his veins. Because Peter Parker was a mutant, and the Accords didn't like mutants, and Tony Stark supported the Accords.

Flash shoved one of his shoulders roughly. "Oi, Parker," he hissed, "Tony Stark's wearing your dumb glasses."

Peter looked up and oh shit Tony Stark was wearing his glasses.

The man glanced towards them, a grin crawling up his face. "Hello KAREN, my name is Tony Stark, and I'd like to ask who these two gentlemen are."

Flash looked confused, head-spinning around in search of this 'Karen.'

Peter knew exactly who Tony was talking too.

'Oh no,' he took a stuttering breath, 'oh no, oh no, oh no.' Images from the news flashed through his mind, including the booming voice of Thaddeus Ross yelling the rule that had clung onto him through his development of KAREN.

"THE CREATION OF SELF-AWARE ARTIFICIAL INTELLIGENCE IS COMPLETELY PROHIBITED."

KAREN was built to be Peter's friend, and friends were, by general consensus, self-aware.

"Oh," Tony Stark said with interest, drawing Peter's attention towards him, "care to tell me how you came across this information?"

'He's curious, this is bad, if he finds out, then they'll find out. And if they find out, they'll destroy KAREN. And once they realise I can make A.I, they'll start tracking me. And if they keep track of me, they'll discover I'm a mutant. And if they discover I'm a mutant, they'll keep me on a leash for the rest of my life and me and Aunt May will officially be screwed.'

Panic was already swelling up inside of him, clogging his airways and triggering a wave of trembles up his body. The once inconspicuous chatter was now deafening his ears, warm yellow lights, emitting blinding rays. It was too much, everything was becoming too much.

A hand grabbed his shoulder before he could stumble over.

"Oi, Parker," Flash hissed, an uneasy tone colouring his voice, "get your shit together."

Peter gave him a bleary nod, taking deep breaths to calm himself down. 'Right, I'm overthinking, there's no way Tony Stark would expect that much from a teenager.'

A low-whistle brought him out of his musings. Peter glanced up, cringing slightly at the impressed look on Tony Stark's face.

The man was scratching his chin, running a finger over the lenses and frames of the glasses somewhat curiously. "KAREN," he said, setting a hand beside him, "describe your creator in three words."

Peter's heart sank, the anxiety that had only just been eased, resurfacing with a layer of bitterness. 'Typical Parker Luck.'

As he embedded his gaze into the floor, he heard Stark snort.

"Stubborn, eh, not a big fan of those types."

Peter shut his eyes, already imagining the number of snarky comebacks KAREN could be replying with.

"Parker," hissed Flash, and Peter glanced up to see Tony Stark tilt his glasses down at him, a smirk settled on his face.

'-he knows, he knows, he knows-'

As if oblivious to his ongoing panic, the man grinned. "You're little A.I is quite the character, very protective and very snarky."

'-too much, too much, too much, it's all too much-'

"E-Er, well, I-"

"Peter Parker," the man drawled, slipping off the glasses and unplugging the earbuds, "would you like an internship at Stark Industries?"

Out of all the things that could have come out of Tony Stark's mouth, he certainly wasn't expecting that. But it was too late, everything had already gone haywire, from his senses to his thoughts to the twitching of his hands.

'Too much,' Peter thought, as he made his descent to the floor.

He blacked before he even got to feel the pain.


A/N: So in here, Peter's a bit younger, Ben's died before he got his powers, and Civil War has come and gone without his involvement. He's also not close with Ned and MJ.