Tony was sitting on the couch, texting Happy about Peter's last school report, when the kid burst through the door. He was panting, eyes wide, and face pale, as he slammed the door behind him. He looked terrified.

"Peter? What's wrong? You look like you've seen a ghost."

The teenager jumped slightly at Tony's voice, looking around the room as if everything in it was out to get him.

"I know we were going to have this dinner thing, and I really want to, but I don't think this is the best time for it."

Tony put down his phone, frowning. "What are you talking about? When I told you about it, you were so excited you almost threw up. What's made you change your mind?"

Peter's shoulders were hunched up to his ears, and he would occasionally flinch, pulling them up higher, as his head spun to stare at something that caught his attention. Something was definitely wrong.

"I haven't changed my mind! I still want to meet them! Of course I want to meet the Avengers, are you kidding me? I just don't think I can do it right now."

Tony watched the kid twitch, and crossed his arms, voice low. "Peter, if you're on some kind of drug, I swear to Thor's dad I will kick your ass so hard you'll feel it till you graduate."

Peter scrunched his nose up, disgusted at the imagery, and quickly shook his head.

"What? Ew. No, I'm not on drugs."

Tony hid the amount of relief flooding through him. He absolutely did not know what he would do if Spider-Man got into drugs on his watch, or what he would say to May about it. But if Peters weird behaviour wasn't because of drugs it had to be something else.

"Okay, then what's going on? Why are you so jumpy?"

Peter frowned again, shoulders coming up to his ears as he shrugged. "Me? Jumpy? No."

Tony wouldn't have believed him anyway, but he could definitely call bullshit when Peter suddenly let out a startled scream and jumped backwards.

"AHHH!"

Tony got a fright from the sudden yell, and pressed a hand to his chest. "Woah! What the hell?!"

Peter pointed to Tony's pocket, right before it dinged with a text message. Tony took it out, and showed the screen to Peter. "It's just Happy."

Peter sighed, shoulders slumping. "Oh, thank god."

"What is going on with you?"

Peter took a deep breath, and squeezed his hands nervously in front of him. "I think I'm developing a new power."

Tony wasn't sure he heard him right. "What?"

Peter was on edge, hands running through his hair, and playing with his fingers as he walked in circles and tried to explain.

"Okay, so me and Ned were studying for that chemistry test on friday, and we were really tired, cause MJ has been on our assess latley about decathlon stuff so we really needed to focus so we had some red bulls. I thought it was just because of the caffeine at first, that was making me so jumpy but then it got worse, and I don't know what to do and it wont stopandIthinkImightjusthavesuperanxietynowandI'mkindoffreakingout-"

Tony gripped Peters shoulders, pulling him to face him. "Stop, take a deep breath."

The kid hauled a lungful of air in, eyes wider than Tony thought they could be.

"Calm down, and tell me what's happening."

Peters eyebrows came down over his eyes, as he pouted slightly, looking offended. "I was."

"No, you were rambling. Edit out the Ned parts. Don't tell me what was happening this morning, tell me what's happening now."

Peter took another breath and did his best to explain. "I think I have a new power. It's like I can feel when bad things are going to happen, before they do."

Tony narrowed his eyes and looked to where he'd put his phone. "Like the text message. Yeah, that was real dangerous."

Peter waved his hands in front of himself, and started pacing again, as Tony took a seat. "No, no, I know that wasn't dangerous. It's just developing so it's overly sensitive. It's like when I first got my other powers, and my senses were so intense I was in my room puking for two days with the migraine the lights and the sounds caused."

Tony hadn't known that. "Geeze kid, that's awful."

Peter waved his hands again, frustrated. "That doesnt matter. Do you understand what I'm saying? I can tell when things are going to happen before they do."

Tony leant forward, trying to understand what he was saying. "So, you're psychic? What am I thinking right now?"

Peter shook his head. "No, it doesnt work like that."

Tony hummed, trying to figure it out. "So what does it feel like?"

Peter turned around, running his hands through his hair in distress. "It's like really intense anxiety. It makes my skin crawl, and I just know that something's going to happen. I usually know where it is, too. It's like that feeling you get on the back of your neck, when you know someone's staring at you."

Tony slowly stood from the couch, not making a noise, as Peter continued rambling on. With Peters back turned, he snuck up on him, getting closer until he was close enough to try and hit Peter on the head.

As he expected, Peter had not seen him coming, and yet, he ducked the blow, and caught his wrist in midair.

"What are you doing?!"

Tony smiled. "Just seeing how it works. That's going to be pretty useful in a fight."

Peter let his arm go, and pulled his own arms around himself, hugging tight.

"Yeah, well, right now it just feels like everything is out to get me. I don't like it."

Tony took the kids shoulder. "I'm sorry. I can't imagine it feels good, but it should calm down, like your senses did. And once you get used to it, it could be really useful in a fight."

Peter smiled a little, shoulders still pulled high. "Yeah, it is pretty cool."

Tony exaggerated for the kids sake, hiking his eyebrows up to his hairline. "Pretty cool? You caught my hand before you even knew I was going to hit you, that's awesome!"

Peter laughed, relaxing just a little.

Tony put an arm around his shoulders. "Hey, you know I'd never let anything happen to you, especially not here. Whatever your Spidey-senses are telling you, you're safe."

Peter smiled, leaning into his touch just a little. "Thanks, Mr Stark. And, hey, that's a pretty good name for it."

Tony nodded, and let him go to get his phone. "Better than super anxiety, anyway."

Peter sounded happier. "Yeah. I think I'll be okay now with the- AHH MR STARK WE'RE IN DANGER!"

Tony jumped at the sudden yell, as Peter ran behind him to hide from whatever danger he was sensing.

"What? What's happening?"

There was a knock at the door, three soft raps, and Peter flinched, letting out a small squeal.

Peter gripped the back of Tony's jacket, watching the door warily. "Somethings at the door. What if they're aliens, or assassins, or-"

Tony tried to twist around to look at the kid, but Peter was holding onto him tight. "Neither of those things knocks, Pete. It's probably the Avengers. You, know, since we invited them here."

Peter's grip loosened a bit, but there was still a shiver running up his spine. "Are you sure?"

Tony called out dramatically. "Steve, is that you behind the door?"

Peter leaned around Tony's shoulder, to peek at where a voice came from. "Uhh yeah? Can you let me in?"

Tony smiled, enjoying the teasing more than a good mentor should have. "And you promise you're not an alien?"

Peter thumped Tony's back, making him laugh, as Steve replied. "I promise? What's going on?"

Tony went to open the door, as Peter stayed back, but he was stopped before he could even touch the door, when Peter whisper shouted at him.

"Wait!"

"What?" Tony whispered back, feeling stupid, but he smiled when Peter gestured to his shirt.

"Do I look okay?"

Tony held in a laugh and nodded, giving the kid a thumbs up. He knew he wanted to make a good impression on his heros.

He finally opened the door, and ushered Steve and Bucky through. "Hey Cap. James. How are things?"

The three shook hands, before Tony swung an arm out to Peter, who was standing there, smoothing down his sweater nervously.

"This is Spider-Man, without the mask on."

Steve held out a hand, and Tony watched, amused, as Peter tried to find his voice as he took the man's giant hand in his small one.

"Hi-hello Mr-uh Captain America. I'm a really big fan. My real names Peter. Peter Parker."

Steve smiled, politely ignoring the cracks in the kids voice. "Nice to meet you, Peter. You can just call me Steve if you like. This is my friend Bucky."

Peter let go of his hand to take Bucky's as he offered it. "I'm a really big fan of yours too, Sir."

James' smile was small, and Tony watched as Peters eyes lit up at his rumbling voice. "Thanks, the feeling is mutual. Tony's told us a lot about you. He says you're so strong you could beat me in an arm wrestle. Is that true?"

Peters accusing face turned towards Tony, and he put his hands up in surrender. "What? It's true."

Steve laughed lightly, at Tony's amused expression, and patted Peter on the shoulder. "Ignore him, Peter. We aren't going to make you arm wrestle anybody."

Bucky sat on the couch, arm stretching out over the top, as if waiting for Steve to sit beside him. "I won't make him, but it would be fun."

Steve smiled at him, and took his seat; Bucky's arm easily slinging over his shoulders. "Buck, don't tease him."

"I'm not. How'd you get your powers kid?"

Tony started making himself a drink, as Peter tried to ignore the buzzing at the base of his skull. "Well, I got bitten by this spider and-" The buzzing spiked suddenly, making Peter flinch, a second before Tony's phone chimed with another text.

Steve looked worried. "Are you okay?"

Peter forced a smile, nodding. "Yep! I'm fine. So, the spider bit me and I started getting really sick. My senses were so sensitive that-"

The shiver in his spine, shot down to his toes, making him clench his teeth, his whole body tensing, and Peter couldn't help but let out a small yelp, right before Bucky sneezed.

His heart was racing, with the continuous frights, and he tried to calm down, as Tony watched him warily.

Steve leant forward concerned. "Are you sure you're okay?"

Peters smile was wobbly, and he still felt jumpy and nervous. "It's nothing; just a new pow-AHHH!"

Peter cried out in fright, before the glass could hit the floor. Tony had dropped it, but Peter hadn't even been facing him, to see it happen.

Tony had his hands up, as he watched Peter pant. "Sorry, it slipped. You're fine, Peter."

The kid was too wound up, his senses telling him otherwise, and he started pacing, as he twisted his fingers together.

"No, I'm not! Something's wrong, I can feel it."

Steve stood from the couch, worried. "What do you mean?"

Peter was beginning to panic. "We're in danger! I know it!"

Tony leant down to pick up the glass from the floor, as he shook his head. "No we're not, Pete. Remember what we talked about?"

Bucky was frowning, his eyes narrowed as he looked between the two. "What's going on?"

Peter started pacing faster, looking around the room for anything dangerous or suspicious.

"I can feel it, Mr Stark! It's like its crawling up my spine, and I just know something bads going to happen!"

Tony sighed, leaving the glass to walk over to the kid. "Just take a deep breath."

Peter dodged his hands. "I CAN'T! WE'RE GOING TO DIE!" he was really beginning to unravel, and Tony wasn't sure what to do.

"Peter-"

"WE SHOULD JUST GET IN YOUR JET AND LEAVE! WE NEED TO GET OUT OF HERE!"

Steve and Bucky didn't know what to think, as Peter stormed towards the door, panting.

Tony followed him, only for Peter to flinch away from the door, and shove him backwards. "THEY'RE HERE!"

A knock came from the door, just after his yell, and Tony gripped his arms. "Peter, it's probably the others. Just calm down!"

Peter was shaking, breaths coming too fast. "I can't do this. I'm going to have a heart attack."

Tony called out. "Come in, guys!"

Peter was close to tears, and Tony gave an apologetic smile to his guests. "We'll be just a moment. Make yourselves comfortable."

Steve and Bucky nodded, watching Peter with concern, as the other Avengers filed in.

Tony quickly led the teenager to another room, where they could have some quiet.

He tugged Peter towards him, wrapping him up in a hug. "Come here."

Peter hugged him back, as tightly as he could without crushing him, and shook against his chest. "Make it stop."

Tony sighed, heart heavy with the knowledge that he didn't know how to help, or even what was happening. "It'll calm down soon, Pete. Just try to breathe. You're safe here. All the Avengers are just in the next room. Nothing can happen to you while they're here."

Peter sniffed and wiped his eyes, as he nodded. "I know that, but my senses don't. Everything feels like a threat right now."

Bruce poked his head around the corner. "Hey, everything okay? Steve said you might need some help in here."

Tony nodded, letting Peter go, and gesturing to his friend. "Peter, this is Bruce. Bruce this is Peter, otherwise known as Spider-man."

Peter sniffed again, trying to regain some composure. "Hi, it's really nice to meet you."

Bruce looked between the two. "You too."

Tony patted the kids shoulder, and addressed Bruce's look of confusion. "He's got a new power coming in. It's a bit intense."

The scientist nodded, pushing up his glasses. "Anything I can help with?"

Tony nodded. "I think so. To the lab?"

Both men nodded, and Tony pulled Peter along, as he frowned. "What are we going to do in the lab?"

…

Peter had thought about meeting the Avengers a lot. He had so many scenarios in which they all hung out, and became friends. None of them had involved sitting on a table, hooked up to a heart monitor.

He scratched again at the little sticky circle on his temple, trying not to touch the wire attached to it. Bruce gently pulled his hand away.

"Please don't touch that, Peter."

"What is it for?"

Peter swung his legs, still feeling the tingling at the back on his neck.

Bruce tapped at some screens as he answered, looking excited. "I'm recording your heart rate, and brain activity, to try and figure out how these new powers work. You said you can sense when somethings about to happen?"

Peter nodded, as Bruce carefully lifted his arm to wrap a blood pressure cuff around it, before placing a pulse ox monitor on his finger.

"Yeah, it's like a shiver up my spine. I don't know what's going to happen exactly, just that something will."

Bruce smiled. "And where it is?"

Peter nodded, as he leant away, dodging Tony's finger before it could poke him in the side.

Tony smiled. "See? Cool right?"

Peter rubbed his hands over his arms, trying to smooth the goosebumps that covered them.

"No, not cool. It feels awful. It reacts to everything."

Bruce hummed, as he studied the information coming from the various machines he had hooked up.

The other Avengers had already made their acquaintances, and were all milling around, as they watched Peter.

Clint sounded amused from where he played with some medical equipment behind Peter, at the other end of the room. "So, it's like a sixth sense. Are you psychic now? What am I thinking?"

Peter groaned. "It doesnt work that way, I can't just-"

He flinched again, hand shooting out, before he even knew it was moving, to catch the pen that Clint had thrown. Peter turned around, to see him, frowning.

The archer looked impressed, as Natasha watched, fascinated.

"Nice catch."

"How did you get that without looking? Did you even know I threw it?"

Peter shook his head. "No, I just felt something coming and grabbed it."

Bruce's voice was high with excitement. "Do it again."

Peter frowned, giving the pen to Bruce as he reached for it. "Why?"

The scientist pointed to his screens, turning them towards the teenager. "Your vitals all stabilized when you caught the pen. I think your new power just needs time to calibrate. You need to get used to how your senses anticipate danger. It's out of whack right now, because it's trying to level it all out, and create a baseline, if you will."

Peter could hear the smile in Clints voice. "So, you need me to throw more stuff at him?"

Bruce tilted his head a little, thinking. "Not quite."

…

"This is stupid. I'm going to get punched in the face."

"No you won't. You'll get punched in the back of the head. There's a difference."

Peter didn't find it as funny as Tony did, and frowned, turning around to scowl at him.

He laughed and pushed on the kids shoulder to turn him around again. "No peeking, this is serious."

"Then stop enjoying it so much."

Tony patted his shoulder. "Calm down, everything's alright. This is to help you, remember? Now, breathe and focus. Listen to your spidey senses."

Peter did as he was told, taking a deep breath and rolling out his shoulders.

"Okay, I'm rea-"

The tingles shot up his spine again, and he ducked to the side, catching Tony's wrist in his hand before he'd even finished his sentence.

He let go, not turning around, as he waited for the next one, and quickly found that the shiver in his spine was becoming less intense. As Tony kept throwing punches, that Peter could dodge and catch, he became used to the feeling, and relaxed into it.

Clint joined in, throwing things for Peter to catch, while he dodged Tony's hits, and it became fun, like a game.

Soon he was smiling, as the Avengers watched him work, adding more things for him to avoid and anticipate, until he was on the ceiling, evading projectiles thrown from all sides.

He found himself laughing, as he caught random objects, and threw them back. Until he caught a heavy weight, one of the plate ones that you use for weight lifting. It was fifty pounds, and some of the Avengers let out yells of concern, as it flew towards the teenager, but Peter caught it easily with one hand.

When he saw what it was, he turned it over in his grip, and jumped down from the ceiling. "Who threw a weight? Where did you even get it?" He wasn't mad, he just hadn't been expecting it among the barrage of pens and smaller objects.

Bucky shrugged. "I wanted to see how strong you are. I think I'm starting to believe Tony's brags."

Steve thumped his friends arm, frowning. "You could have killed him, if he hadn't caught it."

Tony patted the teenagers shoulder, while Peter played with the weight like it was nothing; tossing and catching it as Tony bragged some more.

"Nah, this kid can handle himself. I told you he was special."

Peter felt his cheeks redden, as he bit his lip and tried to hide his smile.

Natasha smiled, watching Peter fidget. "He's definitely Avenger material."

Peter felt his heart explode in his chest a little. "Okay. Now I'm going to have a heart attack."