Spencer hadn't really planned on where he was going. When he ran, all he'd known was that he needed away. Somewhere far, far away from the Compound and everyone inside of it. The last thing he wanted was to be around any of them. Or, anyone, really, not while his powers felt like they were crawling over his skin, ready to burst free at a second's notice.

It was like his body moved on autopilot while Spencer focused on keeping himself in control. He didn't even know where he was going until suddenly he found himself landing on top of Peter's building. Spencer looked down at the rooftop he stood on and wondered how it was that he'd brought himself here. He'd been trying to get away from people, not head directly towards one. Yet he couldn't make himself move away. He stood there as his board floated beside him, waiting for him.

He didn't have to go in. Something must've alerted Peter to Spencer's presence. Or maybe someone had called ahead. Spencer wasn't sure and his brain wouldn't settle enough for him to think on it. All he knew was that Peter suddenly appeared at the edge of the roof in his full Spiderman uniform. The teen didn't hesitate to hop up to the rooftop and make his way over to Spencer. One look seemed to tell him all he needed. He nodded his head when he got close and then gestured towards the board. "Follow me."

That was an easy enough command to follow. Spencer climbed back onto his board and followed easily after Peter as the teen shot his first web and set off into the sky. It didn't really matter to Spencer where they were going. Somewhere deep inside, he trusted Peter to take him somewhere safe. To keep them both safe. Peter would make sure to take them somewhere that Spencer wouldn't hurt anyone; he didn't have to worry about that. All he had to worry about was following the swinging figure in front of him.

Spencer was so laser focused on Peter that he didn't even realize where it was they were going. Not until they landed and Spencer finally looked up. He was surprised to find that they were in front of the old warehouse where he and Peter used to go to practice his powers. Spencer had loved coming here because there was no one around for miles that he would risk hurting if their practice didn't go well. No one to accidentally electrocute – no one to pick up with his empathy.

It was exactly what he needed right now.

When Peter made his way inside, Spencer followed after him, working to control the energy that was sparking along his skin. His empathic walls were shaking in his head and he knew there was a chance he wasn't going to be able to control it much longer. Any of it. What little control he had left was about to snap and he didn't want to hurt anyone when that happened. Especially not Peter.

Focused as he was on keeping that control, it surprised him when Peter stopped in the middle of the warehouse and turned to face him. It surprised him even more when Peter shifted himself down into one of the defensive stances that Jim had taught them. "All right." Holding up his hands, he gestured towards himself and smiled. "Let's do this."

Spencer stared at him stupidly. "What?"

"Come on – come hit me."

What on earth was going on here? Curling his hands into fists to try and keep hold of his energy, Spencer scowled at his friend. "I'm not going to hit you."

To his annoyance, Peter just nodded his head and stayed in position. "Yeah, you are. Look, I can tell something happened, something that's got you sparking and projecting like crazy, and you and I both know you aren't going to feel better until you get this out, and you need a safe way to let it all go. Something that doesn't risk taking out the power grid for, like, the whole freaking city."

There was truth to those words. This pain, this grief, it needed an outlet, some way to get out of him without tearing apart the city around him. But that didn't mean that he wanted to hurt Peter. That wasn't why he'd come to him. He wasn't sure what he'd wanted with Peter – he hadn't exactly intended on going to him – but it wasn't this. "So I'm supposed to electrocute you instead?"

"You won't."

The utter confidence with which Peter said that made it hard to argue with. Even so, Spencer didn't want to hit him. No matter how good it sounded to burn out this energy productively. He didn't want to risk hurting his friend.

Peter must've sensed that he wasn't going to do it on his own, and then decided to take matters into his own hands. He stopped waiting for Spencer to attack and decided to start things himself. There was barely any time for Spencer to react before Peter was on him, almost knocking him to the ground. The only thing that saved Spencer from falling was the training he'd been getting lately. He dodged back from the leap and twisted instinctively into his own defensive crouch, body braced and ready. God, wouldn't his team be stunned to see him now! Fighting had never been something he was good at – he'd always been far better at running away. They'd be stunned to see him dodging Peter's next blow, and the next one.

Thinking of them and their reactions only made the pain in Spencer grow worse. Electricity ripped across his skin and his empathic walls trembled.

With Peter's next hit, Spencer dodged it and found himself swinging into the opening the teen left, his fist just glancing over Peter's side.

Peter laughed and countered with a twist and a kick that sent Spencer flying. "Come on, Spence! You can do better than that!"

The power in Spencer rose to life at that taunt and he was reacting before he could think about it. A ball of energy went flying and Peter just barely dodged it. He gave no time for Spencer to feel horrified by it. Even as the ball hit the wall and made a hole, Peter was leaping and laughing, taunting him – "Gotta be faster than that!" – as he shot a web and swung in an arc around him.

What came next was something that Spencer would later feel just slightly ashamed of. He stopped trying to hold back as Peter continued to dart around him and taunt him. Spencer struck out, power flying from his hands. When Peter started using his webs to grab barrels and other debris from the sidelines, Spencer threw his power at them before they could get to him, blasting them apart. He channeled all the hurt, all the pain, all the guilt and rage, into the blasts he threw. With each one, his heart and mind were screaming.

It wasn't fair! Why did this have to happen to him? All he'd done was touch a stupid wall and now suddenly his whole life was changed. He wasn't ever going to get to go back home again. Never get to see his family, his Mom. Who was going to take care of him if he wasn't there? Who was going to watch out for her and make the place she was in was taking care of her? He wasn't going to be there anymore to help her. He wasn't going to be able to write her letters anymore, or sit and talk with her while she was lucid. He wasn't going to be able to go to Derek's house and curl up on the couch, or have the big man tuck him down into bed and hold him when the world got to be too much. He wouldn't get to watch Henry grow up, or Michael, or little Hank. He'd never get to curl up in his chair and call up JJ again just to chat, or go out with Penelope to go shopping and get drinks or plan for the next Comic Con.

Spencer didn't realize that he'd started screaming, the words in his head echoing past his lips. "It's not fair, it's not fair – it's not fair!" He threw a blast of energy so strong it not only exploded the barrel, it actually sent Peter flying back a bit, just barely caught by his webs. He almost smashed into the wall, managing to catch himself just in time, but Spencer didn't see it.

All energy seemed to have drained out of Spencer. He sank down to his knees in the middle of the warehouse. Body heaving as he panted for breath, he pressed his palms against the rough ground and didn't bother fighting his tears anymore. They were already drenching his face. "It's not fair," he whispered. "I-It's not fair."

He heard the soft thud of Peter's landing. There was only a brief hesitation before Peter was right there in front of him, kneeling just like he was. Slender arms reached out and curled around him, pulling him in against the other teen's body. Peter didn't say anything. Despite what others thought, he knew how to be quiet sometimes, and this was one of those moments. He settled for just pulling Spencer in until Spencer's head was against his shoulder, and then he held him there, offering up his strength until Spencer could find his own again.

Spencer brought his hands up and curled them over Peter's biceps. Fighting with Peter had burned out the energy threatening to overwhelm him, but it also took away any semblance of a shield between him and his emotions. The grief rolled through him now in waves and all he could do was cling to Peter and try not to drown under it.

There was no telling how long they stayed kneeling there as Spencer cried. Peter never once tried to make him move. He just held on to Spencer and kept him grounded even as the rest of the world felt like it was falling out from under him. He kept his hold tight as, slowly but surely, Spencer tried to piece himself back together.

When his tears finally faded, and looked like they were going to stay gone, Peter shifted his hold. He didn't let go of Spencer, but he did move his arms until he could draw him up, pulling the two of them to their feet. Then, with one arm staying around Spencer's shoulders, he took them out of the destroyed warehouse. Spencer let himself be led forward and into the dark of the night. Absently, he wondered to himself when it'd become so dark. What time was it, even?

Peter led him over they reached a stack of crates. There, he boosted Spencer up, and then hopped up to sit next to him.

It felt good to sit, arm to arm and leg to leg. Peter braced his hands on either side of his thighs and just sat, while Spencer curled his own arms in and held on to himself tightly. Now that he'd let out all his emotions, there was this emptiness inside, an ache he wasn't sure would ever go away, and a loneliness that was threatening to choke him. He closed his eyes, wincing only a little at the swollen and raw feeling to them. When he spoke, his voice was a hoarse croak. "Did Tony call you?"

"Clint did." Peter's voice was low and careful, but he didn't hesitate to answer. "He didn't tell me what was going on, just that you were pretty upset and that you left. They wanted to know if you were with me. I was just coming out to look for you when I heard you land on the roof."

Spencer let out a soft, shaky breath. How on earth had he gotten so lucky to get picked up by such a sweet, kindhearted kid instead of someone else when he'd landed here? Without Peter, this whole experience would've been so much worse, and Spencer was more than grateful for him. Especially now as he felt his insides settle just a little bit more just from the steady presence of this person he was so lucky to call friend. Keeping his eyes closed, he softly said the words that still shredded his insides, the ones that had taken everything and turned it all around on its head, "They can't send me home."

He felt Peter startle, and then he felt his sympathy and sorrow like a warm balm against the pain inside. "I'm sorry, Spencer."

That was all he offered; just those simple words. They were more than enough. His emotions spoke clearer than anything else he could've said. Spencer let out another shaky breath and allowed himself to lean in to Peter's presence, pressing them a little more firmly together.

Pressed against Peter, it didn't seem so hard for him to voice the words that were inside, the thoughts that were pushing against his skull, even if he could only speak in a hoarse whisper. "I don't… it's terrifying, to think that I'm never going to see my friends and family again. I'm just, I'm going to be alone. I won't have anyone who knows who I used to be. I won't have my family anymore. I'm just, I'm here, I'm stuck here, and it's terrifying and I hate it. But…" Pausing, Spencer swallowed the lump down in his throat. Despite how close he'd gotten to Tony and the others, he'd gotten close to Peter first, and it was only to Peter that he could say the next part, the part that made him hate himself a little. "There's a part of me that's happy. How terrible is that? My friends and family, they probably think I'm dead, or that someone took me. They have no idea what happened to me and they're probably worried sick, but when, when Tony told me I was stuck here… there was a part of me that was relieved."

He opened his eyes again and stared off into the distance, not really seeing anything. A bitter laugh slipped past his lips. "God, I'm a horrible person. I should be devastated. I should want to get home more than anything. It's just…"

"It's just what?"

"I didn't want to lose this," Spencer admitted. "With you guys, I, I get to be a kid sometimes. I've got people here who understand me and who take care of me. When something goes wrong, I don't have to face it by myself. Even if I tried, you guys wouldn't let me. It doesn't even seem to cross your minds."

"Of course not. That's what family's for, Spencer. To help each other." Peter said it like it was a simple truth.

"I've never had that." It was the first time that Spencer had really admitted that out loud. He'd talked about it with Derek a few times, skirted around the issue enough that he knew his friend had some understanding, but he'd never said it out loud. It felt strangely freeing to say it now. "I was always the person who took care of everyone else. My Mom, she was… she's sick. So, after my Dad left, I took care of her. And then I just, I don't know. I just took care of everyone. It was all I knew how to do. I didn't know how to let anyone in enough to let them take care of me. But you guys, you just, you barged right on in and started doing it like it was the most natural thing in the world, and it scared the hell out of me but I loved it. And I'm selfish enough to not want to lose that. To want both worlds. I always knew I was going to have to lose one of them, and it was going to hurt either way, but I've been selfish enough to think that maybe somehow I'd find a way to get the best of both. Stupid, I know."

"Hey, woah, Spencer no. You are like, the least selfish person I know, all right?" Peter turned to look at him intently, even going so far as to reach up and pull off his mask. "You're not selfish or stupid. You're freaking human, all right? There's nothing wrong with wanting things that make you happy, and there's nothing wrong with being happy here with us. I mean, yeah, I can get why you do, and I can see how that might feel pretty crappy or like you're betraying your friends and family or whatever, but, I mean… they'd want you to be happy, right? The people you love, they'd want you to be happy?"

He didn't even have to think about that. He knew just what Derek would say to him here. "Yeah." Those he loved, that was all they wanted, he knew. Derek would want him to be happy, even if it meant he wasn't a part of Spencer's life. Just like Spencer had let Derek go, let him leave the BAU without a fight, because he'd wanted his friend to be happy and leaving was what had done it. Spencer had let countless people in his life go so that they could be happy. Maybe… maybe it was his turn?

But what would that even entail? Spencer didn't technically exist here. Sure, they'd kept him hidden for a while now, but that wasn't possible anymore. Not only was Spencer permanently stuck here, there was also the fact that his identity wasn't entirely secret. Not after the fight, and after Tony taking him out of the hospital.

Those problems had been forgotten in the face of other ones, but they were coming back now and Spencer couldn't help but wince. He twisted his fingers together in the hem of the shirt he wore – the same one he'd woken up in, which he was pretty sure wasn't his. Judging by the size and softness, he'd bet it was either Peter's or Tony's.

Licking his lips, Spencer stared at his hands. "I don't know what to do." That wasn't easy for him to admit. He didn't like not knowing what to do. He didn't like being this weak.

But Peter didn't make him feel weak. He didn't make Spencer feel like there was anything wrong with admitting he didn't know what to do. He just slung his arm around Spencer's shoulders and gave him a half-hug. "Well, we should probably start by heading back to the Compound. If I know Mr. Stark at all, he's probably got like, at least three different plans already prepared for this. Why don't we go find out what they are?"

"You'll come with me?" Spencer asked, hating how soft his voice was.

"Dude, try and pry me away."

It probably shouldn't have made him feel as good as it did, having Peter at his side, so ready to stand with him. But it somehow gave Spencer the strength to create his board and start to fly them back to the Compound. It was time to face up to his problems instead of just running away from them.

They were a little over halfway back when Spencer's board started to waver. He'd known that his energy levels were low; what with how low he'd been before, plus all he let out back in that warehouse, it was no wonder. After their little discovery with FRIDAY that he could leech in energy to charge himself, he'd been trying to do that as they made their way through the city, but once they started to head to the Compound and there were less buildings around to feed him, his body started to run out of steam.

He'd hoped he could make it, but he knew seconds before the board gave way that it wasn't going to be enough. His energy failed and the board vanished underneath him.

If it wasn't for Peter's quick thinking, Spencer would've gone on a flight straight for the ground.

Peter swore loudly – something that Spencer would've teased him about at any other time, considering the creative cursing the kid came up with – and then he was right there, arm latching on around Spencer's waist and yanking him in close. The added weight plus the sharp edge to their fall was enough to break the branch that Peter had webbed to. Luckily, it'd slowed them enough that they hit the ground in an easy roll instead of the bone-cracking thud it could've been.

"Crap." Peter groaned lowly, uncurling himself a little from Spencer. Then he was suddenly a flurry of movement and he was overtop of Spencer, laying him out on his back and fluttering his hands over top of him as he clearly tried to find any injuries. The mask was back on, so Spencer couldn't see his face, but he could see as the eye panels widened a little bit. "Oh man, crap, oh crap, are you okay? Karen, is he okay?"

Exhausted though he might be, Spencer mustered up the strength to try and reassure him. "I'm okay, Peter." The words might've been a bit more believable if his throat wasn't still sore from his earlier screaming. Not that they were really true, anyways. The injuries he'd been ignoring weren't as quiet anymore. His leg was burning from all he'd put it through and his insides held a dull, heavy feeling not unlike the leftovers of anesthesia.

He didn't realize he'd started to close his eyes until Peter patted at his cheek and snapped out "Hey, hey, no, no going to sleep, okay? Karen – Mr. Stark! I don't, I don't know what's going on, we were just flying and his board just vanished and I caught him, but he's like passing out now on the ground and I just…" Peter cut off, and Spencer realized belatedly that he was talking to someone, that he was talking to Tony. God, his mind felt foggy!

The hand on his cheek patted again and Spencer realized that he'd been drifting. He opened heavy eyes to find Peter's mask right there in front of him, and the kid was talking, wasn't he? Saying, something? "…his way, Spencer, just hang on a second. He's on his way."

There wasn't even time for Spencer to try and figure out what on earth Peter was talking about. In the next second he heard the sound of repulsors getting closer and closer, and then the unmistakable sound of Tony's suit hitting the ground.

Between one blink and the next, Peter was gone and Tony was right there in front of him, his helmet in place. The energy in his suit was a familiar sensation, one that screamed Tony and FRIDAY, and the emotions underneath were pure worried-Tony.

"Help me get him up, Peter." Tony said.

Spencer found himself being shifted carefully off the ground and then lifted up in Tony's arms, cradled against the chest of his suit. It should've been embarrassing, just how much he was falling on this man lately, how weak he was being. Yet, Spencer was just too damn exhausted to care. He'd burnt too much energy freaking out, fighting, and flying. There wasn't much of anything left in him to give. Closing his eyes, he didn't pay any attention as Tony took to the air. The sensation of flight was a familiar one and the comfort of Tony was right there, with Peter nearby, and Spencer knew he was safe. He knew he didn't have to worry.

He was jarred from his half sleep when Tony landed. Another presence was there, this one familiar as well, and Spencer's tired brain couldn't put a name to it but he knew it enough to not flinch when he was transferred from metal arms to human ones. The other person brought him in close and Spencer logged away the familiar cologne, the scratchy feel of a leather uniform, the faint twin buzzes of hearing aids, and he closed his eyes once more as his head came down to rest against a firm shoulder.

There were voices around him, low and easy, and then Tony's voice, sticking out over the others. "Go on, go lay him in my bed. The last thing he needs is to be by himself. Rhodey, why don't you let everyone know that we've got him back? Pep's with Laura, and Bruce probably found his way to them. They'll want to know. Pete, kid, quit lingering in the doorway."

Spencer tuned them all out again. Why bother listening? He curled a little further in himself and pressed his face against the shoulder right next to him. He felt safe here, and instantly felt guilty for it. How did his friends and family feel right now? Did time run the same both there and here – how long had he been gone for them? Had they stopped looking? Would they ever?

He didn't bother opening his eyes as he was laid down carefully on something so very soft. Normally, Spencer would've had to wiggle a little, let his skin brush against this amazingly soft material. Right now he used what little energy he had to turn away from the person laying him down – Clint, his brain told him, that's Clint – and put his back to him as he curled up into a ball. As good as their comfort was, he shouldn't have it right now, not when there would be no one to comfort his friends and family back home. At least he had the benefit of knowing they were all okay. They had no idea what happened to him. Likely they were grieving him right now, just as they had been this whole time.

Someone sighed, he thought it might be Clint, and then the bed shifted a little as the archer sat down behind him. He didn't bother trying to say anything to Spencer. He settled instead for laying a hand on his upturned shoulder, warm and solid and steady.

The bed near Spencer's legs dipped as someone else climbed on. He knew who it was a second later as Peter came climbing up. Without shame, the teen rucked the blankets down to make space and then lay in the space right in front of Spencer, mirroring his pose. He didn't press them close, didn't cuddle like he had when Spencer's walls were gone. Instead, he just lay there in front of him, only the tips of their knees touching. One of his hands came out to rest in the empty space between the two of them. Spencer didn't take it, but he took comfort from knowing that he could.

Closing his eyes, Spencer shut off the sound of everyone's voices, not caring what anyone had to say. He curled in tight on himself and held on to the grief inside, the memories of his friends that came pushing to the forefront. He didn't feel it as the blankets were pulled over them, or as another weight sat down behind him.

Spencer fell asleep there, surrounded by members of the family he'd found here, while inside he mourned the loss of the family he would never see again.

When Spencer woke again, the light he could sense even through his closed eyes told him that it was morning.

There was no disconnect from yesterday's events for him. Not even a few blissful seconds where he could lay there and pretend that he didn't know what had happened, or worry about what might happen. His mind didn't allow him the luxury of that. Instead, he knew from the instant that he started to wake up. He remembered it all and it was enough to make the heartache swell back up again. Pressing his eyes shut tighter, he turned his face further into the pillow he was on.

His movement must've made it known he wasn't asleep anymore. The bed shifted and Spencer only had a moment of surprise to realize that he wasn't alone – that there were, in fact, two people in bed with him, their presences so familiar to him he'd already registered them on a subconscious level and known they weren't a threat – before a hand was in his hair, hesitant at first and then more sure, stroking his hair back from his face. "Hey there, Tiny Tim."

Without opening his eyes, Spencer gave a soft 'mmm'. "I can never quite decide if your nicknames are habit, mockery, or terms of endearment."

"A little of all three, usually." Tony said cheerfully. His voice was right above Spencer, telling him that the man was sitting up, likely leaning against the headboard. "Sometimes they're just for the joy of pissing people off, too. But don't worry," he pat lightly at Spencer's head. "I wouldn't do that to you. Though I'll admit it's fun tweaking your nose."

Spencer grumbled a little even as he hid a smile against the pillow.

The hand on his head settled a little and Spencer felt as Tony's concern settled over him with it. "You gotta stop scaring us like that, Spencer." The use of his actual name, not a nickname, had Spencer turning his head a little until he could peek up. He found Tony leaning against the headboard like he'd predicted, dressed down in a pair of pajama pants with comic panels that looked like they were Iron Man themed. When Spencer's gaze went up, he found Tony had pulled on a shirt as well, just a plain MIT one, and his hair was still tousled from sleep, but his eyes were sharp as they looked down at Spencer. As soon as the two locked gazes, Tony spoke again. "I know it's weird, hearing me preach about restraint, but maybe we could just agree on no more flying when you're already pretty well drained, hm?"

"I'm sorry I worried you."

Tony casually shrugged his shoulder like it was no big deal. "Comes with the territory. Can't seem to turn it off around you kiddos."

Wrinkling his nose, Spencer scowled up at him. "Not a kid."

Amusement lit Tony's eyes. He shifted his hand and tapped a finger over Spencer's nose, making the young genius jerk back. "Still younger than me, kiddo."

"You know, some of us are still trying to sleep."

The third voice had the other two turning to look to the other side of the bed where Peter was laying. The bed was ridiculously big, which meant there was plenty of space for all of them, and Peter was stretched out over a good chunk of it. He was on his stomach with his face turned away from them and didn't bother turning towards them to speak.

The sight made Tony chuckle. "Go find your own bed then."

"Yours is nicer." Peter mumbled. He made a show of shifting around a little and deliberately settling in.

It only made Tony laugh more. "Impudent brat." There was definite fondness in that; an affection that Spencer could feel rolling over him, coming from both sides. There had never been any doubt in his mind that these two cared about one another. They shared a bond that was easy to see and easy to feel. One that had been built over time. Feeling it usually made Spencer want to smile. Now, it brought home the fact that he wasn't going to be able to see the people he'd built his own bonds with. He wasn't going to ever see his family again.

The shift in his mood must've been palpable. Either these two knew him that well, or he was unconsciously projecting again, because they both responded to it. Peter rolled himself over so that he was facing Spencer, his expression tired yet concerned. At the same time, Tony's hand settled onto Spencer's head again. It was Tony who broached the subject they were all thinking about. "So, I'm thinking we should probably talk about our plans for the future."

He'd spent too much time with these people, it seemed. The snarky part of him that always came out before coffee – the one that Derek had frequently encouraged – seemed to be a bit stronger lately. Spencer didn't think before dryly asking, "Do you frequently conduct business in bed?"

Tony smirked at him. "Doesn't everyone?"

Shaking his head, Spencer couldn't quite help the hint of a smile that ghosted over his lips. Leave it to Tony to be able to make him smile even just a little at a time like this. It didn't last, though. It couldn't. There was too much important that was hinging on this moment here. Spencer sighed and brought a hand up from under the blankets to push his hair back. He made a mental note that he might want to cut it soon with as shaggy as it was getting. Then he banished those thoughts and started to move himself, planting a hand on the bed as he pushed himself up until he was sitting up in the middle of the bed, his body turned to face Tony. He crossed his legs under him and settled in to get comfortable. This could take a while. As he felt Peter moving into the same position beside him, he kept his eyes on Tony. "All right. Let's get this over with. Peter implied that you have some sort of contingency prepared for this scenario?"

If his formal words amused Tony – and they usually did – he at least didn't show it this time. The older man shifted himself around until he was more comfortably seated against the pillows. Even as he did, he kept his eyes on Spencer, as steady and serious as if this truly were some important business meeting. "There's a few layers to things we should probably discuss, but the first thing we should figure out is setting you up an identity. Seeing as how you don't actually have one, FRIDAY and I can make you one from scratch, which means we can put whatever we want in there. If you were older, it'd be simple to just make you Dr. Reid all over again, but the fact is you're a minor."

"That complicates things," Spencer said, nodding his head in agreement.

"Right." Tony nodded his head. "Which means you need a parent or guardian of some sort. Preferably someone who actually knows a little about your situation and who won't expect you to be like the average fifteen-year-old."

Peter cast a worried look Spencer's way that he failed miserably at hiding. "That doesn't leave very many people."

No, it didn't. There were only a few that Spencer could think of that would work. His thoughts were echoed out loud a second later by Tony, who was agreeing with Peter. "No, it doesn't. Barton offered, seeing as how he's already got a family and everything, but considering there are a few people out there who know for a fact how long him and Laura have been together, and how many kids they have, it's not a smart choice, and they probably wouldn't be able to pull off the adoption card. Vis and Rhodey aren't well set up for that, either." Then, to Spencer and Peter's complete surprise, Tony added on "May offered to take you in, if you want. She said she's got no problem taking you in and playing up the whole 'favor to an old friend' card."

That was… that was amazingly sweet. Spencer swallowed down the tight not of emotion that built in his throat. He enjoyed May – cared about her quite a bit, honestly, and could see himself easily slipping into calling her 'Aunt May' as she kept asking him to do – but Spencer's mind drifted to when he'd first stayed with them. To how tired May had looked sometimes, how empty their cupboards had been, and that was with her already working some overtime to support both her and Peter. Adding another mouth to that would put strain on her. Sure, he could get a job, and he'd help out, but May also seemed the type to not take that help. If she was, he knew Tony would already be helping them, if they ever clued him in how closely they pinched pennies sometimes.

He'd do it, if there were no other options, but Spencer didn't want to be a burden.

There was something in Tony's eyes when he looked up at him that suggested maybe the other man understood some of those thoughts. However, there was something else, something that he picked up more with his profiling ability than his empathy. Tony was shielding himself just a little; a new skill he was practicing on. But Spencer could see – the man was nervous.

Spencer watched him carefully. He could see how Tony drew himself up, all the little things that might've looked like relaxation to someone else but looked forced to Spencer. As if the man were deliberately trying to make his next words more casual than they were. A second later, Spencer realized why.

"Another option is that you could keep staying here," Tony said, waving one hand almost negligently around him. "I've got plenty of space, and no real issue with money. Plus, you're already pretty well set up here. I could play it off as an old girlfriend claiming you were mine, make up a whole sob story about her passing away and you coming to stay with me. Even if someone tried to push for DNA tests, it wouldn't matter. I could get guardianship of you, or have FRIDAY and Pepper work on making you an identity and then pushing for adoption."

Eyes wide, Spencer stared at him. "You want to… adopt me?"

It was obvious Tony took Spencer's stunned tone entirely the wrong way. In an instant he was hurrying to tell him "You don't have to, of course. I wasn't trying to imply that. We've got plenty of options we can look at and I'm sure we'll figure out something. I'm sure Charles would apply for guardianship and you could go stay at his fancy school. I just figured you might wanna stay close to here or something, and adopting you was just the logical step for that. I mean, it'd make it easier to deal with some things with the added legal protection of me being your father. But we can protect you, no matter what, don't think we can't."

Most of Tony's babble washed right over Spencer. He knew that's what it was – babble. Tony was nervous and this was how he always seemed to respond to it. For the most part Spencer just ignored it and focused instead on the idea itself. Tony wanted to – he really wanted to adopt him? The idea that Tony would do that, that any of them would volunteer, it was astounding.

He couldn't help tilting his head to curiously study Tony's face. This didn't make sense to him. That they would help, yes, that was the type of person Tony was. But to take on responsibility for him like this… he didn't understand why and he couldn't keep from asking. "I… this is a big thing, Tony. Why would you want to do this? Despite our time here, honestly, you barely know anything about me."

Instead of agitating Tony further, his question actually seemed to relax the man a little. "I know you're a good kid. You're brilliant – which, coming from me, says a lot – and you've got a heart that's way too big for your own good."

"I'm not as good as you think I am."

Though he'd been mostly silent so far, a surprising thing, Peter shot Spencer a pained look at that and reached a hand out to lightly brush over his arm. "Spencer…"

"No, Peter, I'm… I'm not." He really wasn't. Spencer was under no delusions about what kind of person he was, what problems he had, and what problems waited in his future here. There was so much about himself that he hadn't shared with them, because it was easier to pretend that it didn't exist. But if Tony was serious about this – and Spencer was stunned to find out just how much he himself was considering this – there were things he needed to know. Things he needed to understand. "Before taking me on, you need to understand, I'm not… more than just because of the age change, I'm not a normal kid. I never have been and I never will be. Some of those you already know, or at least suspect about." He looked at Tony for this part. "My intellect, my memory, those come with their downsides just as much as their upsides."

The nod Tony gave made it clear that he already knew that. The man was a genius himself – he knew what kind of downsides came from it. And he'd already showed that he understood what kind of effect Spencer's eidetic memory had on him, especially with what his job had been.

It took everything Spencer had to make himself keep talking. Closing his eyes so that he wouldn't have to see the expressions on their faces, Spencer forced himself to open up about things that he never wanted to tell anyone. Words tumbled out of him, far blunter than he'd wanted to do, yet no less important. "I've never been a normal kid. My dad walked out when I was ten, leaving me the sole caretaker for my mother. There are things I did to help pay our bills that would make you cringe." Things that still made his stomach turn, to this day. "Between childhood issues and my job, I've been diagnosed with complex PTSD and an anxiety disorder. I'm an ex-addict, which is why I won't ever take narcotics, no matter what kind of pain I'm in. I can't stand the smell of cooking fish without going into a flashback, I'm terrified of not being able to breathe, and I wake up most nights with the kinds of nightmares that have me shaking and throwing up because of the things my memory won't ever let me forget. I'm a walking mess." He squeezed his eyes shut even tighter and turned his head away from them. "No one… no one should take that on."

The silence in the room was deafening. Spencer sat completely still. He didn't move, could barely breathe.

He almost jumped when the silence was finally broken. "Pete, can you give us a minute?" Tony asked.

There was a brief pause and then the bed was moving as Peter slowly rose to his feet. He didn't say anything, though he briefly dropped his hand on Spencer's shoulder, giving it a small squeeze.

Neither Spencer nor Tony said anything until after the door was shut. Even then, it was a few moments before Tony spoke. When he did, his voice didn't waver, though it'd turned much more serious. "You're not the only one that's messed up here, kid. I've got PTSD, anxiety, and though I'm better than I used to be, I still suffer from panic attacks." There was a hint of strain in Tony's voice that made it clear he wasn't happy saying this. Yet there wasn't any hesitation. As Spencer opened his eyes, slowly, and looked up at him, he didn't see any hesitation on his face, either. Tony continued to calmly watch him as he went on. "We're all a little screwed up around here. We've got our quirks and our triggers, all those stupid little things we know better than to bring up because it'll set someone else off. We'll learn yours, too."

He made it sound so simple. Like it wasn't a big deal that Spencer was so messed up. The young genius curled his arms in around himself and gripped at the sides of his shirt. "I'm not…I've never been an easy kid. People don't…" They didn't stay. No one ever stayed. Spencer choked back the words that wanted to come tumbling out and he stared at a spot over Tony's shoulder, eyes flashing to the man's face and away again. "My powers are going to make it worse. I'm learning control, but what happened before… that's likely going to be a problem the rest of my life, if the texts I read are anything to go by. Do you really want to deal with that?"

"Absolutely." There wasn't an ounce of hesitation in Tony's answers. Surprised, Spencer's eyes shot to him, only to find that Tony was staring at him intently. There was nothing else distracting the man; his focus was solely on Spencer, and that was a disconcerting feeling. Spencer had seen him focus like that before on his projects. He'd never expected to have that focus turned on him.

Tony held his gaze as he drew his legs in and leaned himself forward, bringing himself into Spencer's space. Any attempts at shielding were cast away and his emotions were right out there for Spencer to feel. Protectiveness, affection, understanding, sorrow, so many different things, so many different layers, and all of it focused right on Spencer. "Listen, Spencer, I get the feeling that you and I, we're a little more alike than I'd expected. So I'm gonna stop beating around the bush here – whatever problems you have, whatever reasons people have given you to cover up why they were dicks who walked away from you, I don't care. Your shit's not gonna scare me away. I've probably got a better chance at understanding it than a lot of people you know. Now, I'd understand completely if you felt like you didn't want someone like me as your parent, but if you're holding back because you think I don't want you, well… don't. I'd be damn proud to make you a Stark, all right?"

It was on the tip of Spencer's tongue to protest again – to insist that Tony didn't know, that he didn't really understand what he was getting into here. He had no idea about Spencer's mom, about the chance that maybe those genetics were still in him. He didn't know all the things that Spencer had done or just how messed up he really was.

But…

From what Spencer knew of the man, what he'd seen for himself and what Peter had told him, Tony was… pretty messed up, too. He'd been through hell and somehow come out the other side. He had his own PTSD to deal with, and a lifetime of trauma to back it up from what Spencer was catching on to. He was also a genius, which meant that he was right, he had a better chance of understanding that part of Spencer's problems than most people. And he even knew about Spencer's memory and had understood the pitfalls without needing to have them explained.

It was more than that, though. As Spencer stared at him, he remembered every moment since Spencer had come here. How protective Tony had been of Peter, yet how willing he'd been to help Spencer once the situation became clear. How he'd welcomed Spencer into his home and did everything possible to help him. Including putting himself on the line.

He remembered what it'd been like to be in the hospital without any empathic walls – and what it'd felt like when Tony had come into the room. How he'd taken control of everything and he'd protected Spencer and kept him safe. He'd held him, without any protest, and let Spencer latch on for as long as he needed. More than that, he'd stayed with him, even after Spencer had gone to sleep.

In so many ways, Tony had taken more care of Spencer these past weeks than Spencer's parents ever had.

Spencer didn't blame Diana for any of it. His mother was ill. She'd been ill for all of his life, and it wasn't her fault that she just wasn't equipped to properly care for a child. He'd never blamed her for the backwards nature of their dynamics. To him, being the parent in the situation was just how it was, and he had never resented her for it. William, on the other hand… he'd chosen to walk away. He'd left them there. Spencer had worlds of resentment for him.

Tony lifted his hand, catching Spencer's gaze. He didn't understand at first why the hand was coming towards him. Not until a knuckle pressed against his cheek and wiped away the tears he hadn't even realized he was crying.

There was something soft and sad in Tony's expression now. The protectiveness and affection he felt – there was another word for it, one that Spencer wouldn't, couldn't, use, not yet – grew even stronger. "Spencer?"

This was it. Spencer stared at the man in front of him, this giant nerd in his comic pajama pants and with a mess of bed hair, this man who could put on a suit and save the world, who liked to hang out in the kitchen and poke fun at Jim and pick at Spencer while he cooked.

It was suddenly so very easy to say what he needed to – what he wanted to. "Yes."

Tony froze, his hand still pressed against Spencer's cheek. His eyes went a bit wide and his mouth actually dropped open a little bit. "What?"

"Yes, I want to stay with you." The words were easier to say a second time around. Some of the tension in Spencer melted away as he said it, too. His lips curved up and he found it was suddenly so much easier to smile at him.

"Yeah?" Tony was smiling now too, the big sort of smile that crinkled his eyes and lit up his entire being. It echoed into his emotions, too, lighting up the room like the rising sun.

Spencer's smile grew in response. "Yeah. I mean, I could probably do worse than an eccentric billionaire, right?"

The teasing was just the right thing to break up the tension. Laughter echoed through the room as Tony launched himself forward. Spencer found himself tackled to the bed as quick fingers danced over his sides, startling laughter out of him. Tony tickled Spencer until he was red-faced and could barely breathe. Only then did he stop, propping himself up on one arm over him and grinning down at the teen. "No take-backs." He warned, eyes twinkling. "You're stuck with me now, Spencer Stark."

Spencer stared up at him and couldn't wipe away the warmth that he felt at that remark. Things might be a bit terrible right now, and he was definitely going to take some time to grieve for what he'd lost, but at the same time he had found something amazing. Maybe it was time he let himself be a little happy about that. "Good. I'm not going anywhere."

THE END

(Continued in "The Next Step")