Tony's suit sent warning signs and his eyes went wide when yet another punch knocked metal pieces off of his suit. Peter growled out as he swung around the corner and knocked the giant humanoid alien out of the way. He continued to finish it off as Tony regained his balance and understanding of what was going on.

:.:Tony:.: Tony's earpiece went off. He groaned and clicked it, "here."

:.:There is too many. We have got to figure out something:.:

Tony thought as he killed two more of them. Tony sighed as he made a decision, "Bring on the Hulk." God was this gonna cost him.

:.:That cost-:.:

"I said just do it!" They didn't have time to bicker right now.

"Steve, just do the damn thing. I'm getting my ass kicked out here," Clint grumbled as he grunted over the comm links.

Tony could practically feel the eye roll he saw Natasha give to herself about Clint. "It's because you suck."

Clint's whiny voice came back over the comm, "oh please. I suck? Let's just ask Bruce who actually-."

"You finish that sentence and you won't have to worry about getting your ass kicked by the aliens. I'll be doing it," Natasha bit back.

Tony cut in as he shot a repulser, "also don't forget that we have a kid on the line." The billionaire just knew Peter would freak out over the line. He just did it so he would know if Peter was alright.

"Hey! I am not a kid! What kind of kid fights aliens?" Peter dropped down and electrocuted one alien before turning right around and flipping one over his head.

"A kid that doesn't listen," Tony chimed.

"Haha," Peter rolled his eyes.

Next thing they all knew, Hulk came smashing through a tower and tearing through alien after alien.

Peter smiled as he saw the Hulk land near him and tear away all aliens around him. Peter swung onto the top of a building to take down a few aliens. He was doing well until five more jumped onto the building adding to the six that were already there. Peter gulped as he looked around.

"Hey guys, let's talk this one out. How about you stay on your own planet and we keep ours. Ours isn't that great anyway, I promise," Peter smiled sheepishly under his mask. And alien growled and jumped for him. The others followed. Peter yelped and shot a web at one before running to the edge of the building to jump off. He jumped and shot a web to another building and caught himself, he swung. An alien grabbed his foot and he grunted as the weight hurt his body. It's claws dug into his calf. "Fuck!"

Peter tried to shake the alien off but to no avail. He had to keep swinging but when he let go to shoot another the weight dropped both of them. Peter shouted as he fell from the height of a skyscraper.

He fought alien mid air and tried to get a good shot at something to catch only himself. He opened his comm again, "TONY! ANYONE, I'M FREE FALLING!"

All of the Avengers looked up at their stomachs dropped.

:.:Peter! The parachute! Use it!:.:

"I-It hasn't been replaced!" Peter cried. Tony shot into the air in a split second. Going after the flailing SpiderMan.

The alien screeched as it hit a building and died. Peter screamed as he was also going for a smaller building. Peter shot a web only to find he was out. "ARE YOU KIDDING ME RIGHT NOW?!"

"Tony is coming!" Steve assured.

Peter knew he wouldn't make it. Peter cried out as the building was close. He prepared himself. He hit the building and fell through.

"PETER!" Tony screamed. He had to stop mid air. He just hovered. His kid. "No, nononononono." Tony got closer and dove into the building through a window of the abandoned building.

Steve sprinted to the building from his position on the ground. "Finish them off!" Steve ordered and entered. He sprinted up the steps until he got to Tony and Peter. "T-Tony?"

Peter was still in his suit. Tony just got to his knees and scanned the boy. "F-FRIDAY, anything?"

"Boss. He has a serious head injury, a broken arm, a broken wrist, his legs are broken in two different places on each, broken nose, three broken ribs, his spinal cord is broken in several places, deep gashes in lower right calf, and internal bleeding. Low chance of survival."

The words rung out and pierced through the two men. Tony's stomach felt cold and empty. He retracted his faceplate. "P-Pete. Please. Please a-a-answer me." Steve had never ever seen Tony this bad. The entire situation was messed up. This should have never happened. Steve felt sick as he dropped his shield in disbelief. Tony took off the boys mask.

Peters eyes flicked open. His eyes were glazed over. "P-Peter?" The boys lips twitched as he tried to smile.

"M-Mr. Stark? I-I'm sorry."

"No kid, you d-did a great job." Tony was still sobbing. His eyes red and tears trailing down his face. "Please. Please don't leave," Tony whispered.

"I-I'm always here. T-There," Peter used a good amount of his remaining energy to tap Tony's chest. Tony sobbed as he nodded to the boy. He kissed his forehead. "I love y-you, T-T-T," Peter couldn't finish as his eyelids got the best of him. His hand dropped from Tony's chest. Tony stared for a second before shaking him.

"Pete? Peter? PETER? No. Please no." Tony was shook him. "Peter please. I love you too! You didn't get to hear me say it! I love you! Please come back!" Tony sobbed and cried into the deadly silent air of the abandoned building. Sunlight sparkling through the broken glass. The sun was soon to go down on the city.

Tony dragged Peter to his chest as he uncontrollably sobbed into the air. Dust flowing everywhere. Steve walked over on wobbly knees to the pair. Steve couldn't do anything or even speak.

"Sir, Peter has no heartbeat. Lungs aren't inhaling. Time of death is 6:43 pm." That was enough to break the man who adopted Peter. He hugged the teen close. The boys head lolling into his arms. Steve sniffled as he watches.

Tony was screaming and crying as he held the boy to him. Steve let his tears fall and he sobbed. The two were there. They had forgotten the battle. The team had it handled. Tony died down as he just held Peter. He began to stand up with the boy in his arms. He stumbled but Steve helped him.

"I-I gotta-gotta get him out," Tony clutched Peters mask in his hand as he carried him bridal style. Tony was still crying. He was struggling to stand. But Steve grabbed his shield and followed Tony out. Tony had to stop on the stairs a few times. He would look at Peter. His eyes closed for good. Tony stumbled and Steve would hold him steady. They made it out. The team had finished the battle. Nat had just got Banner calmed down and back to his human self. She was holding him up. The team made there way to the abandoned building and were nearly to the entrance when they were met with Tony and Steve. Tony carried Peter.

Rhodey was shocked. "Oh god. How bad is he? We need to get-."

"He's gone." Tony managed. The team looked at the scene and immediately their hearts broke. "He's gone. T-There is no way to-to" Tony broke down again and just dropped to his knees as he held Peter. "I'm sorry. I'm so sorry." He could hear Natasha crying into Bruces' shoulder. Bucky went to Steve. Rhodey came to him and was wiping away his tears. Thor clutched his hammer right and sniffled. Clint screamed and kicked a piece of rubble before dropping down and sobbing. Thor went over and tried to calm the man but he shook him off as he cried more. That was one of the hardest days.

Tony was pale as he watched the last rose be placed on the casket. Then, it began to lower into the ground. That was the last time he would have ever seen Peter. It was over. No more late night experiments. No more pranks. No more random phone calls about girls. No more nagging at each other of the comm links. No more Spiderman.

A hand on his shoulder made Tony clear his throat. His glasses covering his blood shot eyes showing his sleepless nights. He thought he had been done crying but this was really it.

"Let's get you home, Tones." Rhodey said as he lead his best friend to the car. Happy was already there. He held a grim look and his eyes were red. They all got in the car and headed for the tower. The team all drove separate.

Tony looked in the mirror as he undressed himself from the suit, numbly. Tony looked at the scrape across his face that was from the battle. Tony got dressed into whatever his mind told him to grab. He just threw it on. The billionaire was heading to his lab.

Stark entered the lab and was getting a few things out when he saw Peters work station. Tony hadn't been in there since the death. He sat down his things and headed over to the desk. Papers were stacked neatly and in their own little places. Tony looked at a written blueprint Peter had been working on and his heart felt like something had visibly stabbed it. Tony felt his eyes sting and a lump. When Tony saw the boys handwriting he broke. No more notes on his own worksheets. No more little doodles either. Tony wiped his face and sat down in Peters chair.

"Oh Underoos. You were so smart," Tony whispered to himself. He was looking over the blueprints and smiled as he saw it was modifications to his mask. "I'm so sorry. I miss you Pete." Tony whispered. He spent the rest of the day reading things of Peters. Pepper watched from the doorway. Her husband never noticing. They would get through it together.