"And remember to stay in groups of three or four at all times," Mr. Harrington lectured. "Also -"

"Have fun!" Mr. Dell cut in, moving towards the doors. "Now let's go."

"Petey, can I have a bracelet, too?" Morgan asked as they started to follow the teacher out, pointing up at one of the glow bracelets he'd bought at Ned's insistence.

Most of the class were decked out in the glowing jewelry being sold by the hotel for the festival, but Peter had settled for just a pair of bracelets and a single necklace. Morgan, on the other hand, had on a pair of glasses, three necklaces, and a crown Zoha had constructed for her using a necklace and a bunch of interwoven bracelets.

"Sorry, I don't think they'd fit you," Peter apologized.

"Oh, here," Yasmin said, taking off one of her necklaces and wrapping it around Morgan's wrist thrice before snapping it closed. It was still a bit loose, but a much better fit than a bracelet would have been. "There you go!"

"Thank you," Morgan chirped with a wide smile and Zoha, Yasmin, and Betty cooed.

When they reached the crowded street, Peter let the small girl climb onto his back. "You're a ham," he chuckled, quiet enough that only she could hear.

"Just like daddy taught me," she whispered back before loudly saying, "Love you, Petey!" and pressing a kiss to his cheek, earning more cooing.

"You're going to grow up to be just like your mother," he chuckled, poking the manipulative girl in the side to hear her squeal.

"Mommy says daddy wasted all his dumb on you and Harley so I've gotta be like her," she giggled, poking his cheek.

When they reached the main carnival area, Morgan immediately pointed out the Ferris wheel.

"I'll go with you," MJ offered. "So you don't get in trouble for going off on your own."

"I'll come too," Brad quickly added.

"I don't think we'll all fit," MJ just said with a shrug. "We only need to be in threes, so we'll be good."

"Right. We can catch up after then," Brad said, voice even despite sending Peter a look.

MJ was right, in the end. The gondolas were two people only, or three with small children, so her, Peter, and Morgan barely fit. The three watched the fireworks in silence as they rose into the air, but as they neared the top Morgan turned to Peter and quietly asked, "Are you going to tell her now?"

Peter, and MJ who could easily overhear given how closely packed they were, looked down at her with bemusement. "What?"

"She's the scary one, right? I heard Aunt May and Uncle Happy talking about how you were going to tell her that y-"

Peter blushed and cut her off. "Yes. I mean, no. I mean, Morgan, not right now!"

MJ raised an eyebrow and Morgan pouted. "Why?"

"Yeah, Peter, why can't you tell me whatever you wanted to tell me now?" MJ teased.

Peter squirmed and he could feel the tin holding her necklace in his pocket.

"Tell her! Tell her! Tell her!" Morgan started chanting and MJ joined in. "Tell her! Tell her! Tell her!"

"Alright, alright!" Peter groaned and they immediately stopped, staring at him, waiting. "I, uh… I've wanted to tell you for a while, but didn't know how to say it. It's just, um, MJ, I -"

"Am Spider-Man," she finished for him and Morgan gasped.

"What? I'm not - No, of course not!"

"I mean, it's kind of obvious," MJ said.

"No, it's not, because I'm not Spider-Man."

"Oh really?"

"Yes. I'm definitely not Spider-Man."

"Right, so you just happen to get an internship with Tony Stark at the same time that he recruited Spider-Man to help out, and then proceeded to have, in the words of the wonderful Pepper Potts, a father-son relationship with him."

"Yes?" Peter squeaked.

"What about how you disappeared on the trip to D.C.?"

"I had that-that stomach thing!" he said. He glanced down at Morgan, to see the girl watching them with the same expression that she gives the tv when one of her cartoons are on. Something occurred to Peter and his heart sank. "Have you been watching me because you thought I was Spider-Man?"

MJ shifted in her seat, ducking her head slightly. "Yeah, why else would I?"

Silence fell over the gondola and Morgan looked between the two with a frown.

The sound of arguing came from below and the three looked down to see a woman arguing with the guy running the carousel as he started making everyone get off.

"What's going on?" Morgan asked and the teens shrugged.

Once they got closer to the ground, Peter recognized the woman. "Ms. Drew?"

The woman looked up at his voice for only a second before turning back to the man.

"Who's she?" MJ asked.

"Former MI6, works with Europol now, I think. She's a friend of Pepper's."

"I like the outfit."

Ms. Drew's blazer and business slacks were gone, replaced with a red and black leather jacket with yellow accents, sleek black pants, and red boots.

"What's going on?" Peter asked as they reached the bottom and were let off.

"My people got back to me. Your energy anomalies are back. They won't evacuate the city, but given both my team and Fury's are calling for it, they gave me the okay to clear out Old Town Square since it seems to be the center of the anomaly."

"Nice spider," MJ commented, nodding at the spider design on Ms. Drew's jacket.

"Long story, tell you later," she said with a wink towards Peter.

The group turned as people started screaming and they spotted molten metal climbing up the Jan Hus Memorial.

"You kids need to get going," Ms. Drew said, running forwards to help someone who'd fallen trying to get away back to his feet. When Mysterio came flying in, she looked over her shoulder. Her hand came up to her glasses, which lit up and expanded into a face mask. "Get Morgan out of here, this is being handled. Pepper, can you hear me? They're both here."

Peter bit his lip, but nodded. He held Morgan close with one arm and grabbed MJ's hand to keep her close as they took off down a side street. A part of him was screaming to go help, that Mr. Stark had made him an Avenger so he should be fighting, but he knew he could leave it to Mrs. Potts and Ms. Drew. His focus had to be on protecting Morgan and getting her somewhere safe.

He took a deep breath and pushed down all the grief-guilt-pain, focusing solely on the weight against his side and warmth in his hand.

"Is that Iron Man?" someone shouted and Peter glanced up just long enough to see the blue and silver of the Mark XLIX flying past before leading MJ down a less crowded alley.

They stopped for a moment to give her a chance to catch her breath and Peter shifted Morgan so she was on his back again. "You alright?" he asked them both.

Morgan nodded against his shoulder and MJ panted, "Yeah, you're just a lot faster than you look."

"I lost my glasses and crown," came Morgan's muffled whine.

Peter opened his mouth to comment, but suddenly he got hit by a very bad feeling. His hand shot out, shoving MJ back while his feet sent him the opposite way.

A blast of fire shot past where they'd been standing a second before.

"Oh my God!" MJ groaned from the ground.

"Sorry," Peter said, eyes darting about as he dug the glasses out of his pocket.

"I'm pretty sure you just saved me from being burned alive," she pointed out, getting back to her feet. "No apologies necessary."

"E.D.I.T.H.," he called as he got the glasses on his face. His wrists came down against each other.

"Hello, Peter."

He felt another tingle against the back of his neck and webbed Morgan's arms to his shoulders before scooping MJ up. He jumped into the air just before another blast of fire swept over the alley, landing on a fire escape. Another leap and they were on the roof.

"I was right?" MJ said in disbelief, clinging to his jacket and staring at the webbing keeping Morgan from falling off his back.

"You said you knew!"

"I was only like sixty-seven percent sure," she admitted, getting down and taking a step towards the edge of the building to peak over. "What was that?"

"Mysterio."

"The superhero from Venice?"

"He's not a superhero, he's a fraud," Peter said, now convinced. "The water monster was fake, holograms. He's just some illusionist with a petty grudge against Mr. Stark."

He felt a twinge and was already turning when a voice called out, "Petty? That hurts, Peter."

Mysterio glared at them from across the roof and Peter placed himself between the villain and MJ.

"You know, I was just starting to like you, but then you had to drag Potts into this." He smirked and tilted his head. "You didn't honestly think I wouldn't find out about you talking to her, did you? I've got eyes everywhere."

"Don't do this, Rinehart. We both know you can't win."

"Do we? Why?" Mysterious chuckled. "Because I'm not a drunken playboy in a fancy suit or a freak who's daddy gave him a tactical intelligence system as a reward for not being able to keep the guy alive?"

MJ set her hand on his shoulder and it was probably to give him support after the last part of Mysterio's comment. However, Peter hadn't noticed it, too focused on something else.

Daddy? How could Mysterio know anything about that? He knew the man wasn't anywhere near as omniscient as he was trying to make himself out to be so how could he know about Peter's supposed father-son relationship with Mr. Stark.

Unless he was in contact with someone who knew what Mrs. Potts said about him and Tony to his class.

"Big words coming from a glorified special effects artist," MJ scoffed. "Peter is more of a hero than even your fictional counterpart could ever be."

"Petey's going to be the best, just like daddy was," Morgan agreed, peaking over at Mysterio for just a second to glare before burying her face back in Peter's shoulder.

"Just like daddy, huh? Well far be it from me to stop a kid from growing up to be just like his father." A half dozen drones suddenly uncloaked themselves to show they were surrounding the kids. "How about we skip to the end?"

MJ tucked herself against Peter's back and he was both glad Morgan had a little more cover, and terrified for his crush. Why did his Peter Tingle - and yeah, he was never letting Aunt May name anything ever again - have to be messing up right now? He thought it was finally coming back, but he didn't feel anything from the drones, even as they readied to fire. All he was getting was the growing nudging from Mysterio's direction.

Wait.

"Goodbye, little Starks," Mysterio said, tapping at something on his wrist.

Peter's hand shot out and a string of web flew past the drones, over Mysterio's head, and hit midair. He pulled down.

Mysterio and the drones disappeared in a shimmer of blue as the drone he'd hit slammed into the ground.

"Where'd the bad man go?" Morgan asked, looking up a little.

"He wasn't real," MJ said shakily, still clinging to Peter's sides.

"It was another trick," Peter confirmed. "We need to get out of here before he sends more."

"Where do we go?" MJ asked, releasing her grip.

"E.D.I.T.H., can you connect to the Mark XLIX?"

"Of course."

"E.D.I.T.H.?" MJ asked, while Mrs. Potts picked up at nearly the same time to say, "Peter, what's wrong?"

"Gift from Mr. Stark," he explained quickly, gesturing to the glasses. "Mrs. Potts, we were right about Mysterio."

"I know. I've managed to hit a few of the drones on accident. F.R.I.D.A.Y. is trying to scan the drones' signal so she can target them, but whatever energy pulses their using to disrupt the surveillance systems are also effecting the suit's scanners. Wait, how do you know that?"

"He sent a drone after us."

"What!?"

"We're okay," Peter said quickly, holding up his hands even if she couldn't see them. "I took it down. But he knows we've figured him out, and also apparently he found out about you calling me Mr. Stark's kid so he's really not happy with Morgan and me."

"F.R.I.D.A.Y., let Jess know what's happening and give me the Unibeam. We're going to just take them all down at once."

"Got it, Mrs. Boss."

"Peter, try to find somewhere to hide yourselves. I'll be there soon."

"Alright," he agreed. He looked around with a frown. "E.D.I.T.H. what would be a good place to hide?"

"Searching… There appears to be some reasonably abandoned warehouses a mile away that could provide cover," she said and a navigation arrow appeared in his view.

"That'll have to do." He turned to MJ. "You should go. We're the ones he's after."

"Yeah, and he also saw me with you and knows I know how shady he is," MJ said with a shrug. "You can't get rid of me that easy."

Peter wanted to argue, but couldn't. Instead, he picked her up bridal-style and started running.

"Hey!" She shrieked, wrapping her arms around him and Morgan.

Peter leaped over a small street to land on a roof across the street.

"Nevermind," she breathed, shoving her face into his neck. "Tell me when it's over."

"Sorry," he said, not stopping. He glanced over his shoulder at Morgan for just a second before refocusing. "How're you doing, Lady Morgana?"

"Is the bad man chasing us?"

"Not right now, but we need to hide before he can find us again."

"Okay. Petey?"

Peter carefully ran across a pole that bridged two buildings across a larger street. "Yeah?"

"Can we do this again when a bad man isn't chasing us?"

MJ gave a choked laugh.

"Yeah, milady," he agreed. "As long as your mom's okay with it. Maybe I can even take you swinging around New York."

"Can we swing now?" the younger girl asked, fully pulling her face away from his shoulder for the first time since Mysterio had attacked them.

"I don't think MJ'd like that, sorry."

"I will kill you, Parker," came MJ's agreeing growl.

"Please, MJ?" Morgan pouted.

"Don't bother. I have to see Peter every day at school. I've developed an immunity to puppy faces."

"What's that supposed to mean?" Peter asked, hopping down to the ground outside the warehouses.

"You have the biggest puppy face."

He set her on her feet, frowning. "No, I don't."

She gave him a haggard smirk. "You're literally doing it right now."

"Am not."

"Are too," Morgan giggled.

Peter glanced between the two girls before sighing. "Let's just find some cover."

Morgan held her hand up as high as she could with her arm still attached to Peter and MJ gave her a high five.

Making use of a broken window, the three slipped inside a warehouse full of crates.

"I'm going to call Ned, see if he and the others got away alright and let them know we're okay," Peter said, but MJ shook her head.

"I'll do it. You keep an eye out for Stan Winston."

Peter shot her an affronted look. "Don't sully his name like that!"

MJ rolled her eyes and pulled out her phone.

As she walked off slightly to make the call, Peter paced around the warehouse. He considered putting Morgan down, but he felt more comfortable having her close.

"Everyone's fine at the hotel," MJ said, coming over. "We were the only ones missing. Ned's telling Harrington we're taking shelter until the danger's gone. He acted weird about it until I told him I knew you were Spider-Man. Then he got all diffident, talking about how he knew first. It was great."

A twitch near his ear.

"Have you heard anything from -" MJ started before immediately falling silent as he swung around.

"It didn't have to be this way," Mysterio's voice called out, echoing around the warehouse. "The plan was only to destroy Stark's legacy. All you had to do was give us the glasses. But you just couldn't help yourself, and now I see the truth."

A figure stepped out of the shadows and Peter's throat closed up.

"The true Stark legacy," Tony Stark said, arms held wide. "A pair of brats just as whiny and selfish as their father, constantly dragging others into their problems."

"Daddy?"

Anything Peter felt from seeing Mr. Stark in front of him again was washed away in a wave of pure fury at the small voice right in his ear.

Peter slipped his arms out of his jacket so he could pass Morgan to MJ. "Watch her for me."

Anger danced in her eyes as she took the younger girl. "Kick his ass. I got her."

She ducked behind some crates as he spun around and jumped. His hand shot out, grabbing the ceiling with one web and a drone with the other. Closing his eyes, he let his sixth sense - Spidey-sense? - take over. With a twist, the drone crashed into another while his foot hit a third.

Then he was dancing through the air, taking down drone after drone with feet and fists and the occasional web when one would get too close to the girls' hiding place.

The fight felt like it was over in a heartbeat and soon enough Peter was perched on the ceiling, his shoes having been lost somewhere in the scramble. He carefully scanned the warehouse, taking in the dozen or so drones smashed on the ground.

"MJ?"

"We're okay," she called, stepping out from behind the crates.

Peter lowered himself on a web before flipping onto his feet. "Hey, Morgan, how are you feeling?" he asked, looking over the two for injuries despite MJ's assurance.

The younger girl looked up at him with wide eyes. "It was just like one of daddy's stories!"

He wasn't sure if he should be worried or relieved that she was excited about the near-death experiences of the night. He ran her fingers through her hair and gave a hesitant laugh. "Yeah, I'll bet. How about we call your mom now?"

"You know, maybe you're not as much of a waste of time as I thought you were."

Peter spun around with a gasp, surprised to see the fake Tony Stark leaning against some crates on the other side of the warehouse. His spidey-sense hadn't picked up the figure at all. No, wait, there was a low buzz in his head. Whatever this illusion was, it was threatening, but not a current threat.

He stepped forward, keeping himself between the girls and Tony. "It's over, Beck."

"Over? Hardly. You might have Rinehart and his little film crew running for the hills to lick their wounds, but they'll be back soon enough."

"You say that like you're not one of them," MJ said.

Tony shrugged, and then with a holographic flicker, it was Dimitri standing in his place. "I'm not, though I certainly let them think I was. It wasn't hard. Let them think I had a grudge against Stark and they let me right in."

"If you don't hate Mr. Stark, then why are doing this? Who are you?" Peter asked.

"Who am I?" Dimitri smirked, then it was Mysterio smirking at him, then Fury, Hill, Pepper, a few people Peter recognized from Ms. Drew's photos, a few people Peter didn't recognize at all, before the figure finally settled on someone in a grey and blue suit wearing a featureless mask. "I'm whoever I want to be, kid," a modulated voice answered. "As for joining up with Rinehart, I knew he'd be able to get me close to my real target: You."

"Me? What would you want with me?"

The figure stepped away from the boxes and held out their arms. Their form changed to Spider-Man, in all his red, black, and blue glory.

"The Amazing Spider-Man," he said and a shiver went down Peter's spine at hearing his own voice coming from the imposter. "An Avenger recruited by the late, great Tony Stark himself. Capable of easily stopping a speeding car with his bare hands. Can go toe-to-toe with the likes of Captain America and the Winter Soldier. Videos of the airport battle are everywhere, and they all show you holding your own against multiple Avengers, all on your first day on the job. Then there was your face off with that alien arms ring. It's no wonder my brother took an interest in you, even before this whole The Next Iron Man thing started up."

"Your brother?"

"You should have seen how disappointed he was when he realized you got swept up in the Blip," he said, shaking his head. "Then we got the confirmation you were back and, well, can't say I'm surprised he called me up first chance he got to do a little scouting for him.

"Of course, I was a bit disappointed when I finally found you. Just a simpering kid playing pretend in daddy's suit, calling up mommy as soon as you don't get your way. Figured I'd just hand you over to Rinehart and not waste any more of my time. This, though," he gestured at the drones, "is far more promising. No suit, no fancy tech. Just some webs and your own skills. Guess you might be worth a hunt after all."

"What are you talking about? Who are you? Who's your brother? What do you mean hunt?"

"You'll figure it out soon enough." He gave a salute then darted behind the crates.

Peter tried to follow, but all he found was an open door leading to a semi-crowded street. He looked around, but knew the stranger could be anyone. "Did you see where he went, E.D.I.T.H.?"

"I'm sorry, Peter. He disappeared into a crowd. I've taken a sample of the energy output of his suit for future use, but he is out of range of my short-range scanners and the output is too weak for my long-range ones."

"That's alright, you did your best."

"Peter!"

Relief washed over him for only a second when the Mark XLIX landed next to him before he was back on alert. He took a step back into the warehouse and held up his hand. "Are you real?"

Mrs. Potts' helmet retracted and she gave him an understanding look. "The first time Tony and I had you over for dinner, you walked in on me lecturing him about how pizza wasn't a proper meal for a growing boy, especially given your enhancements."

"But a supreme pizza covers all the food groups," Peter recited Tony's response and she rolled her eyes.

"Are you okay? Where's Morgan?" she asked, stepping inside to get away from the gawking crowd.

"I'm fine. We all are. MJ has her. Some drones showed up, but I took them down," he said, leading her around the crates.

"Mommy!" Morgan shouted as soon as they came into sight. She wiggled free of MJ's grip and ran towards them, skipping over the broken drones.

Pepper's armor peeled away, the nanobots reforming into a briefcase, which she set down to catch her daughter.

Peter immediately picked it up without thinking.

"Is he gone?" MJ whispered, giving Pepper a suspicious look.

"He's gone, and I made sure she was really Mrs. Potts," he whispered back.

She bumped her shoulder against his. "I think between that weirdo and Mysterio I'm going to be suspicious of everyone for a while."

"Tell me about it. Maybe we should come up with secret code words."

MJ snorted. "You're such a loser."

Their gazes met for just a second before they both looked away.

Pepper finished giving Morgan a thorough look over, sighing fondly at her still webbed up arms, then set the girl on her hip and turned back to the teens. "Come on, Happy should be here to take us back to your hotel."

"Happy's here?" Peter asked as the headed back to the door.

"Yes. He was with May when I called her to let her know what was happening and insisted on coming along."

Peter's face screwed up at the reminder of… whatever it was that was going on between Happy and Aunt May.

A limo was waiting for them when they came out and Pepper opened the door so the teens could climb in first. "What about Mysterio?"

"I just got off the phone with Fury and Agent Arachne," Happy called from the front. "They found the EMP that was disrupting the surveillance systems, but he and his crew are in the wind. They're trying to work with Europol and the Czech government to set up some stop points to help track them down."

"But you kids don't need to worry about any more of that tonight," Pepper said, tapping away at her phone. "I'm having F.R.I.D.A.Y. send some room service up to your rooms. You kids just eat then get some rest, okay? We can talk about what happened tonight in the morning. Ms. Jones, you're a flexitarian, correct?"

MJ blinked. "Uh, yeah, how did you know?"

Pepper gave her a smile. "Peter has told us a lot about you. It's nice to finally meet you?"

MJ looked over at him and he made a valiant effort to become one with the car seat. "It's nice to meet you too," she said, turning back to Pepper. "You're one of my favorite female icons."

"Thank you, I try to be a good role model." She gave Peter a wink and stage-whispered, "I like her."

Peter buries his face in his hands. "Happy, can I climb up there with you?"

The divider rolling up was his only response.

One of these days, Peter was going to remind the man that he had super hearing and could easily hear through the divider. It did nothing to stop him from hearing the man listening to cheesy pop music and it did nothing to stop him from hearing the man laughing at his misfortune.

Since Peter's room was past MJ's on the way from the stairs, he had the perfect excuse to walk her to her room.

"Hey," he said as she opened her door. "I'm, uh, sorry about tonight. You shouldn't have gotten dragged into all that. I -"

Peter was cut off as a pair of lips brushed against his own.

"Just," MJ started, pulling away, "never carry me around like that again and we'll call it even."

"O-okay… what?"

She shrugged and looked away. "I might have been lying earlier. I wasn't just watching you because I thought you were Spider-Man."

"Oh, that's okay. Great. That's great!"

She nodded, a smile peeking out. She gave him another chaste kiss then quickly disappeared into her room.

By the time Peter remembers the necklace in this pocket, he's already laying face down in his room with a wide grin on his face.

Five words: Dimitri was in the bar