Pain radiated through Peter's body. Heat scorching his skin. Smoke filling his lungs with every breath. Suddenly, sharp metal claws dug into shirt, digging into the flesh of his chest. He could feel himself being painfully lifted up into the air. The hot flames licking at his face as he found the strength to open his eyes and look into the manic ones of the vulture in front of him. Liz's father, Adrian Toomes. Suddenly he could feel a rush of air as he was painful flung onto the ground. Dirt scraped at his face as he landed chest first. His whole body flared with pain as Toomes dug his claws into his back. Lifting him up off the ground then forcefully slamming him back down. There was little Peter could do. His energy drained from trying to divert the plane from the city. His body exhausted, beaten and bruised from a whole building collapsing on top of him. Peter felt himself dragged into the air again, powerless against the mechanical claws holding him. His body limp, head bouncing off his chest. I'm sorry Liz…I'm sorry Aunt May…and I'm sorry Mr. Stark…I failed…

Black dots filled Peter's vision as he struggled to open his eyes. If he was going to die. He was going to die looking his murderer in the eyes. Toomes looked at him with crazed, angry eyes. Nothing but blinding rage swirled in them. Then his eyes shifted away from Peter, looking at something behind him that Peter couldn't see. Suddenly Peter felt the claws release their hold on him and the rush of air surrounding him as he felt his body fall to the ground. Pain radiated through him as he slammed back onto the hard ground. The air knocked out of him, Peter struggled to draw in air, sending him into a coughing fit. He could feel a thick wetness hit the back of his teeth as he continued to cough and struggle to breathe. That…can't be good…No time to think about that now...come on Peter…you can't…you can't let Ton…Mr. Stark down.

Peter struggled to flip himself onto his stomach. Lifting his head, he struggled to open his eyes. Bleariness filling his vision as he struggled to make out the form of Toomes lifting up the create of arc reactors. Panic filled Peter's body, his spider sense tingling of the charts. The reactors were sparking.

"No! Stop!" Peter struggled to yell. "They're going to blow!"

Adrenaline fueling his body, Peter pushed himself off the ground. Firing his webs at the crate Toomes was trying to fly off with. Annoyed, Toomes slashed at the webs, twisting the crate out of Peter's reach as he continued to fire his webs trying to bring the crate back down.

Firing web after web, Peter struggled to maintain his grip on the crate and with another slash the crate was free, with Toomes flying away with it. As he tried to fire another web at a last attempt to save his enemy, Peter was stunned to find his web canister empty and he could only watch in horror as the crate exploded beneath Toomes. Peter held his arms in front of his face as the blast sent a wave of hot air and dirt towards him. The force of the explosion pushing him back a bit. Even with his eyes shielded, Peter could hear Toomes crash to the ground with the crate. The sound of fire cracking all around him, the flames growing closer and closer to him. Peter swallowed his fear, and ran towards the crash. I'm not going to let you die! Liz needs you! Flames seared his skin, the smoke choking him. Peter could feel his adrenaline starting to fade.

Dizziness started to cloud his vision as he struggled to make his way to Toomes. Finding him buried under his own creation. Peter bent down, his burnt fingers gripping the hot metal. Peter hissed in pain as he used the last of his strength to lift the heavy metal off his enemy. Come on Peter…come on…you're almost done…almost… Tossing the metal aside, Peter grabbed Toomes by the arms, dragging him from the wreck and to the somewhat safe area of the dirt where they had been fighting. Exhausted, Peter collapsed to the ground beside Toomes. He could feel the heat of the flames surrounding them but he couldn't find the energy to care. His chest was burning with pain from the inside as smoke filled his lungs. Peter slammed his eyes shut as a coughing fit erupted from within him. Pain was consuming him, tears leaking from his eye from the combination of smoke and pain. Black dots started to fill his vision as his head pounded with pain. Goodbye Aunt May…I'm…I'm sorry I won't be there for you…and…I'm sorry for failing you Mr. Stark…I…I tried my best… Darkness started to close in on him, the sounds of the crash fading out to a dull hum. Peter could feel himself floating away. The pain slowly fading to the back of his mind. Peter could feel his eye lids growing heavier and heavier. Closing his eyes, Peter allowed the darkness to consume him, taking him to the pain free land on unconsciousness.

"Peter…PETER!"

Peter could hear his name being called in the darkness. Slowly bringing him back to awareness.

"Come on kid! Don't die on me! The boss will kill me! Come on!"

A light touch was tapping as his scorched face. Bringing him that much more to awareness. Sounds started filtering into the darkness. Groans of metal, crackling of fire and a ringing in his ears that Peter couldn't distinguish what it was from. Suddenly the tapping stopped, and Peter almost sighed in relief until he felt a slight pressure on his neck.

"slow…too slow…and weak...Crap…come on kid…hang in there…"

Wait…I…I know…that voice…

"Come on kid…I promise I won't ignore you anymore…"

Happy?

Wanting to know what was happening, Peter struggled to claw his way out of the comfort of darkness. Pain filled Peter's body as his injuries made themselves known. The noises intensified and a groaning sound started to fill his ears as well.

"That's it kid! Wake up!"

The tapping returned, causing the groaning to get louder and the pain to intensify. Peter wished the tapping would just go away.

"That kid ain't looking too good." Another voice filtered into the fading darkness. A voice that would haunt Peter's nightmares.

"Shut up! This is all your fault! You just sit there and pray you never come face to face with Mr. Stark!"

Blissful silence filled the air and Peter almost allowed himself to fall back into the darkness until a new sound filled his ears. A mechanical humming noise. A noise that was so familiar, it calmed Peter's nerves. The sound and vibration of heavy metal boots landing beside him were unmistakable. Peter managed to struggle to open his eyes into slits. Just enough to see a giant dark mass fill his vision.

"PETER! Happy, how is he?" The smooth sound of Tony Stark's voice filled Peter's ear and he couldn't help but feel a mixture of relief and shame fill his body. His eye's closed, he could feel a wetness seep from them. Whether it was from the pain or from the disappointment of failing Tony Stark, Peter wasn't sure. He could hear Tony extracting him-self from his suit as he came to kneel beside Peter's head.

"I don't know Tony. He has a lot of severe burns and bruises and he hasn't woken up since I got here."

All the attention was starting to make Peter feel awkward and he wanted to make his presence known. He wanted them to stop worrying about him and get on with their lives. But his pain filled, muddled brain wouldn't cooperate and all he could let out was a pain filled moan.

He felt a rough, yet gentle hand on his forehead and Peter couldn't help but lean into the touch.

"Crap the kid is on fire! And the smoke is suffocating. We need to get him out of here and we can't wait for a damn ambulance."

Peter let out an unintentional whimper as he felt the hand leave his forehead. Curious, he struggled to open his eyes. Through the blurry vision and black dots, he could see Mr. Stark getting back into his suit. The sound of the suit activating and plates seamlessly meshing together soothing to his ears. Lost in thought. Peter didn't notice Mr. Stark had made his way back to his side again. Carefully sliding a metal arm under his shoulders and knees. Pain flared through his body as he felt himself being lifted off the ground.

"Easy Peter, easy. It's going to be ok kid. I'm going to get you help."

Disoriented and confused, Peter managed to look into Mr. Stark's concerned eyes. The guilt for making Mr. Stark worried only tortured Peter more as he closed his eyes and turned his head to rest against the cool metal of the ironman suit.

"Hang on Peter."

Mr. Stark's smooth voice was the last thing Peter heard before he felt the suit take off into the air. The cold wind whipping at his face before he allowed the darkness to consume him once more and drag him into the pain free bliss of unconsciousness.