They had lost.

Peter knew it. He didn't want to, but he did. He could feel it. The lingering hope he had when Thanos disappeared was suddenly gone. He thought Thanos wouldn't get the Mind Stone; that the Avengers would somehow stop it from happening but he was wrong. Hopeful, but very wrong.

He felt Thanos get the last stone. His spidey-sense made him shudder from the energy blast coming from it. He wondered exactly how powerful Thanos was for a second, but then decided he didn't really want to know. If Thanos was powerful enough to make him shudder from the other side of the universe, then it was probably better for Peter to not know his powers' extent.

Peter looked around. Planet Titan was a mess, but it was already a mess when they arrived. Everyone looked wounded or leaning on something. Drax was on his feet but his eyes were empty. Nebula was limping. Mr Starlord was leaning on Mantis and Doctor Strange was sitting on the floor with his forehead bleeding.

Mr Stark had the worst of it. He was stabbed, but at least his stab wound had stopped bleeding and it was covered now. His suit was gone and he had nothing left but his normal clothes, nothing to protect him from any danger. Peter wanted to give the Spider suit to him, Mr Stark's protection was more important than his.

Yet, Peter knew Mr Stark would snap at him if he offered his Spider-suit. So instead, he just offered his hand to help him up, which he slowly took. Peter could see it was hard for him to stand as he was shaking and tottering. Peter put his hand on the man's back, tying to make him more stable. If anyone could find a way out it was Tony Stark and Peter would be damned if he let him fall.

As Peter held him up, he hoped that Mr Stark had a plan. At least one that would get them back to Earth, but Tony's face showed no sign of it. The look on his face was unreadable, not because he was hiding his emotions but because it was a mix of so many of them. He looked lost.

Mr Stark let go of Peter's hold and walked a few steps towards the group.

That's when it hit Peter.

It was a nauseating feeling that started to build up inside him. His spidey-sense was screaming at the feeling, making him feel at edge. He couldn't actually explain it, he couldn't put it in words but it felt so wrong.

"Something's happening…" Mantis murmured.

Peter agreed. Something was happening but he didn't know what. The feeling was increasing every second; making him feel like his insides were getting carved out. It was overwhelming.

Before he could say anything about it, Mantis started to turn to dust. Peter froze, watching her as she silently disappeared in Quill's arms. Mr Stark was frozen too, watching helplessly as she disintegrated.

Then it was Drax. He tried to ask his teammate what was happening but the only thing that came out of his mouth was a small "Quill?" He was gone quickly after that.

Quill's death was faster. He barely had time to turn his face to Peter's side. Mr Stark walked a few steps toward him. "Steady, Quill." He tried, as if it could stop his disappearance.

But Quill knew it was the end for him. His looked disappointed. "Oh, man…" he said, as his defeated look turned to dust.

It was all happening too fast and Peter couldn't do anything but watch. The feeling was increasing too, engulfing his rational mind and filling him with fear. He couldn't move as he watched Doctor Strange next.

Doctor Strange didn't look as upset as the others. He looked like he knew this was coming and Peter thought maybe he did. Strange was a strange man after all.

"Tony." said Strange. His eyes were trying to give a message to Mr Stark which Peter couldn't see. "There was no other way." His eyes then turned dull and got lost to the wind.

Peter couldn't watch Strange's last moments. No, not because he was too sad, but because he literally couldn't see it. The world was turning around him and the nausea had finally caught up with him. He felt sick. He could hardly stand. He forced himself to speak, to ask for help.

"Mr Stark?" he managed, his breath hitching in his throat. Tony turned towards Peter, his face suddenly twisted with worry. Peter was wobbling on his feet. "I-I don't- I don't feel so good."

Tony's face didn't change but he held his hands out in hopes to calm the kid down. "You're alright." He said, in a soft voice. Peter knew that voice. He didn't want to hear that voice.

"I-I don't know what's happening…" He tried, as he wobbled towards Tony. His legs gave out before he could reach Tony, but Mr Stark caught him before he could fall. But the feeling was too much, too powerful. It was eating him inside, now painfully traveling up from his fingertips. His eyes prickled with tears.

He was dying, there was no denying it.

He tried to hold onto Tony. "I don't wanna go. I don't wanna go, Mr Stark please…" He couldn't die. He had promised Aunt May he would be good, that he would be safe. They didn't have anyone but each other. What would she do if he left her? And Ned? He had promised Ned to do the Death Star model this weekend. He had left him alone so many times already. Peter promised him that he would come. He had already broken too many promises for a lifetime. "Please, I don't wanna go. I don't wanna go…"

Tony couldn't hold him up any longer; they fell on the floor together. Peter's back hit the soil and his eyes trailed up towards the sky. The pain was climbing up, it was bubbling at his chest now.

Tony still held Peter in his arms, hugging him as if his hold would keep him safe. It felt better to be held, Peter thought. It didn't stop the pain or the climbing feeling, but it felt warmer. Like home.

Peter forced himself to look at Mr Stark. Even if his vision was clouded with tears, he could see Tony's face. He also had tears in his eyes and he looked worried. No, more than worried. Stark looked scared. It was the first time Peter had seen the man scared. He felt guilty. There he was, dying, breaking another promise. He had promised he wouldn't die on Mr Stark, that he would listen to his orders. But he just had to board that spaceship even after Mr Stark told him to go. He just had to follow him here and die, didn't he?

It was his fault.

Maybe if he had listened to the man's plan, things wouldn't turn out like this. Maybe they would have even won. At least maybe he wouldn't die in front of him.

Mr Stark didn't deserve to live with the burden of Peter's death.

He couldn't say any of this. He wasn't sure if he even had the breath to say anything, yet alone the time to say them. So he hoped Mr Stark could see all that from his expression. The only thing that could come out was a faint "I'm sorry."

I'm sorry I didn't listen.

I'm sorry I wasn't worthy of your time or money.

I'm sorry I broke our promise.

I'm sorry I failed you.

The feeling engulfed him soon after, the sight of Tony's heartbroken face leaving its place to darkness.

He couldn't breathe.

Peter couldn't breathe!

He was feeling dizzy even with his eyes closed and wasn't sure he was fully conscious, which was probably due to the lack of oxygen. But whatever was squeezing him didn't care, since the squeezing increased with every passing second. An unintended grunt came out from the back of his throat when he was squeezed further, which stopped the squeezing altogether. With a much-needed breath, he started to come to his senses. The first thing he noticed was the voice chanting very close to his ear. A voice he knew, but couldn't identify yet due to his half-conscious brain.

"...-ly shit he's breathing! You're breathing! Oh my God, thank you! You're here! Come on kid open your eyes. You'll be okay. Come on…"

Peter cracked his eyes open. It was too bright and Mr Stark was very very close. His throat was dry and his voice was hoarse. "Mr Stark?"

Suddenly the squeezing was back, though not as tight. "My God, Peter. Don't do that to me ever again, kid, you hear me? Don't leave me like that again."

"Oh-okay."

That was the last thing he could muster up before he lost consciousness.

The next time he woke up, it was dark outside. He was in a hospital bed in the Avengers facility. There were many things that were connected to his arms and head, which made him freak out a little at first. He had immediately sat up, which was a bad idea since it made him dizzy. When the world around him stopped turning, he saw Tony Stark dozing off on the chair next to his bed. His hand was on the bed. He wondered if he should tap on his hand and wake him up, before Ms Potts hurriedly walked into the room with her nightgown. "Peter, you're awake!" she said softly.

Peter tried to wave at the woman. "Hi Ms Potts, ma'am."

Peter had met Ms Potts a few weeks after getting his suit from Mr Stark. He liked her; she was always very kind and welcoming towards him. Well, except the times she was angry with him. When he and Tony almost blew the lab, for example, she had grounded them both, which Peter didn't know was possible. He also didn't know Mr Stark could sulk before that day, when they both sat in the lab with Friday preventing them from doing anything else under Pepper's strict orders. Peter quickly learned her anger was scarier than Tony's.

At least she didn't look angry now. She just looked worried and tired. "How are you feeling?"

"A bit worn out, but I'm feeling better than before." Whispered Peter. Ms Potts walked closer to his bed, checking the monitors next to him.

"I woke up when Friday warned me about the change in your heartbeat. I thought you were having a heart attack." She took a deep breath and tapped on the monitors. "At least your vitals are returning to normal."

"Yeah, I freaked out a little when I woke up. Sorry." Said Peter sheepishly. Ms Potts smiled in answer. "As long as you're okay, it's alright."

"To be honest, I'm more confused than anything. I thought I died on Titan." His gaze turned towards the sleeping man. "But then I briefly woke up in Mr Stark's arms? And then I woke up here? What exactly happened?"

Ms Potts threw him a calculating look. "So you don't remember anything that happened after Titan?"

"Not really, no."

She was silent for a while. She watched Tony's sleeping form before answering. "Peter… It has been almost two years since Thanos killed you."

"WHAT?!"

Ms Pots quickly shushed him. Tony stirred after the kid's outbreak but didn't wake up. "This is the first time he is properly sleeping since you died. He had been working day and night ever since. He would work until he forgot his own name, or better yet, your name." Pepper worriedly glanced at Tony before turning back to the kid.

"You and all of the other people Thanos killed were trapped in the Soul Stone. Tony and Bruce figured out a way to trigger a portal to Soul Stone's dimension when Thanos used the stones. Something about the Time and Space stones, I didn't really follow. But they managed to open a portal to get you all out three days ago. Everyone else is okay but you were unconscious and not breathing at first."

"Really? Why?"

"We don't know it yet. Bruce thinks it had something to do with your Spider-sense, that it's because you had to live through all the other people's deaths before dying, but we aren't sure. The important thing is you're okay now."

Peter fell silent for a second. It was a lot to wrap his head around. "Does Aunt May know?"

Pepper smiled. "Yes she does, she has been practically living here since you came back. She is sleeping in your room upstairs right now."

Peter nodded and fell silent once again. He was still trying to process everything. He tried to think of the time he spent in the Soul Stone but he didn't have any memories of it. As if it never happened.

Yet, there slept Mr Stark. The bags under his closed eyes and increased whites in his hair were the proof of the time he lost.

Peter felt like he needed to acknowledge the man sleeping in an odd angle next to him. He was the one that saved him after all. But he didn't really know what to say. Mr Stark didn't look the same way he looked in Titan. He wasn't bleeding anymore, but there was something else that changed. "He looks…" He started, not knowing how to finish it.

"Older?"

Peter nodded.

Ms Potts crossed her arms as she slowly sat on the chair on Peter's other side, with her eyes on Tony. "I'm not going to lie to you, Peter. It wasn't a good year. Tony was… Well, let's just say he was very dedicated to get you back. The… events on Titan and these two years, all took a toll on him. I think a part of him died when Thanos…"

"…killed everyone." Peter finished.

Ms Potts turned to him, her eyes looking taken aback. "No. When he killed you."

Peter threw her an incredulous look. Ms Potts chuckled. "I forgot how oblivious you are."

"No I'm not!" scoffed Peter. Ms Potts raised an eyebrow at him. "Ma'am." He added quickly.

Ms Potts chucked again and petted his hair. "It's easy to forget that you're a kid, sometimes." She paused, her hand falling on the bed. "All of those people did affect Tony, but they weren't the reason he lost himself in his work. It was you. Tony cares about you a lot, Peter. We all do. But you have a special place in his heart, and he couldn't bear losing you." She had a faraway look in his eyes. "To be honest, I don't know what he would have done if you didn't come back."

Peter looked away, trying to hide the tears in his eyes. "I'm sorry."

"Don't be. You didn't do anything wrong." She stood up. "Now get some sleep. We can talk more when it's not 4 am."

Peter nodded with a sniff. Ms Potts quietly walked out of the room after draping a blanket on Tony and checking the monitors one last time. Peter waited until she left before lying back down. He turned on his side to face Tony and fell asleep shortly after that.

If anyone asked, Tony Stark did NOT cry when he woke up in the morning, with Peter's hand holding his as the kid peacefully slept facing him. There was no proof of it. The fact that the security cameras didn't have any footage of that hour was simply a coincidence and Tony had nothing to do with it.