This fic takes place between Spider-Man: Homecoming and Infinity War. It begins with Aunt May's discovery and goes from there.

If anyone feels inspired, I would love some cover art for this story.

All Characters belong to Marvel.

A/N: New edits and tweaks were made to this chapter on 8/29/18. As I'm writing this story, I'm feeling the need to go back and clean up previous chapters before its all finished. ENJOY!

Chapter 1: What the ?

Peter was so happy. He had the suit back from Mr. Stark, and he somehow felt whole again. It was a relief. He was proud, too, because he knew that he had managed to regain Mr. Stark's trust. All was well in world. He reached up and removed his mask, thinking about how great it was to be Spider-Man.

"What the F***?" May exclaimed from behind him.

Peter froze. He was afraid to turn around. A thousand excuses were swirling through his brain, but none seemed sufficient enough to say out loud. This was his aunt, he would need to turn around and face the truth. He supposed she knew now anyway. After everything that she'd been through, she deserved Peter's honesty. He sucked in a breath and slowly turned around to face her.

What he saw truly scared him. He expected her to be angry, but she looked more scared…panicked even.

"What is this?" she questioned. "This can't be real. What are you wearing?!" Her arms moved quickly and she started pacing nervously.

May was firing questions too fast for Peter to answer. "May…" he tried to break into her rambling, but she just continued. Slowly, he took a step in her direction. His hands were up in a placating gesture, trying to show her that she needed to be calm. He wanted to explain.

"I heard you come home. I heard you call my name. I thought about answering, but I thought maybe it would be better to stay quiet. I wanted to see what you would do. All the secrets. Leaving the house at night. Detention. Trouble at school. I knew there had to be an explanation, Peter, but this is crazy! Why are you wearing that?" May asked once more. Her breathing came quickly. She put a hand to her chest and another to her head.

Peter was afraid that she might pass out, so he came forward and led her to the couch in the living room. She didn't find him. She was too shocked, and she allowed Peter to guide her into a sitting position. He brought her hands down to her lap and kept one of his hands there, trying to offer her reassurance.

"Aunt May…try to calm down. Take deep breaths. I'll tell you everythi…"

"TELL ME EVERYTHING?" She cut in, her voice holding more anger. "Is this what it takes to learn the truth? There wasn't an easier way for me to find out? It had to be like this?" She had started off yelling, but her voice fell to a broken whisper. "I thought you trusted me, Peter. I thought we could tell each other the truth." The tears started to fall down her cheeks, and it was enough to drop Peter's heart into his stomach.

Peter took a deep breath, holding in tears of his own. "I didn't ask for this, Aunt May. It happened so unexpectedly. I didn't know how to tell you, but yes…I am the Spider-Man."

May gave him a look and put her hands up towards his suit as if to say, "Duh! Obviously!". But she remained quiet, and clearly wished for him to continue.

Peter stuttered nervously, "God, May..." he rubbed a hand nervously through his hair. "I know I should have said something. I thought about this so many times, but I could never think of the right thing to say. You've been through so much. We've been through so much. I didn't know how to tell you that my body changed after being bit by a radioactive spider! It seemed crazy. I knew you would worry, and I hate to make you worry."

"A spider, Peter? Seriously? What…"

"…It was on that field trip to OsCorp about a year ago. That's why I didn't need my glasses anymore. My senses improved. I'm stronger, healthier. I heal quickly, too! I was trying to figure out if or how to talk to you, but then Uncle Ben…" Peter's voice cracked, and a tear finally slipped free, falling slowly down his cheek. He looked up into his aunt's eyes. They held each other's gaze for a moment before his aunt spoke.

"Ok…hold on. So, you've kept this to yourself all this time? A whole year? For what? To spare me the worry?" She huffed, "Peter, I will always worry about you! Hell, I've been even more worried about you! Do you really think that I didn't suspect something? I didn't push because I was afraid that I would push you away if I asked too many questions!" She sighed by adding, "Ben always told me to be patient and give you space. He believed that you held things in but would open up in your own time." She looked up at him, "If I hadn't seen you, would you have told me?"

Peter thought for a moment. "May, I... honestly… I-I don't know. I didn't think anyone should know. Ned found out a few months ago by accident. It's a huge secret to keep, and it hasn't been easy for him since he found out. Telling you… You knowing now… it scares me. It puts you at risk. I wanted to protect you, May. I can't lose you." He looked at his aunt, hoping she could understand. His breathing came faster, and he was trying his best to keep himself together.

"Ned knows?" She gave a small laugh. "I guess that explains why his mother mentioned him talking about you and Spider-Man knowing one another." May talked faster as she recalled the memory, "I ran into her at the grocery store, and she started talking about how excited Ned was to have a friend with a connection to the Avengers! I told myself that he was just exaggerating something to his mom. Or maybe you were trying to impress your friends with the Stark Internship…" May's eyes went wide, as if thinking of something. "Wait! The internship… Is there even an internship, or…"

Peter finished her thought, "Well..." He pointed to his suit, "This is the internship. Mr. Stark made this suit for me. He needed my help in Germany, and then he let me keep this." Until he took it away. But he decided to leave that part out at the moment.

Aunt May's face turned angry. "Stark? Of course he made this suit! He's enabling you… putting you in harm's way. I saw the footage of the Avengers fighting each other at the airport in Germany! It was on the news! You could've been seriously hurt! How could he take a kid there? Put you in that kind of danger?!"

"Stop! Aunt May..." Peter took a deep breath. "Mr. Stark isn't enabling me! I think he's trying to keep me safe." Peter took another breath and continued. "I've put a lot of thought into this, Aunt May. In the beginning, I was confused about Mr. Stark calling me in, too. I think he was in a desperate place. He wanted to try and salvage the Avengers, and maybe he thought a fresh face could help things turn in his favor. Win the fight, make them listen to reason, and save the team… or something like that. I don't think things worked out the way he wanted. He seemed so sad when it was all over, and I think he realized that maybe he brought me in too soon." Peter decided to back up a little. "Look, May, when he came here, he had footage from YouTube. It was of me stopping a car with my bare hands."

May gasped but allowed Peter to continue.

"I think they… or he… I don't know… they keep their eyes open for enhanced persons or something. Maybe to join the team or assess a threat…I don't know. But, he discovered my identity. He wanted to know why I use my abilities to help others. He just wanted to know more about me. He's continued to learn about me. He's helping me grow, May. I look up to him. He's used this suit to keep an eye on me. He makes sure I'm safe, and he gives me feedback. I thought he would call me in again to help, but he hasn't. I think he realized that I needed time to be a kid. But, I'm the one who puts Spider-Man first. I can't stop this. It's who I am. I see trouble, and I can't walk away, May, I CAN'T!" Peter breathed deeply, "Not again…"

"Again?" May prompted.

Peter cried, "I could've stopped him, May. Uncle Ben's killer… I SHOULD have stopped him! I had the ability, and I just let him get away. I didn't know… I couldn't know…" Peter hiccupped, "but he did it. He shot Uncle Ben! I'm so so sorry!" And this time Peter cried in earnest.

"Oh Peter!" May soothed. She pulled his head to her shoulder and hugged him close. She held him there for a while. It gave her a chance to process things and Peter a chance to calm down. "Peter…" May whispered, "Peter, this is a lot to take in. But if I understand you, you're saying that you started patrolling the neighborhood as Spider-Man because you wanted to stop others from being hurt? You didn't want anyone else to be hurt like your Uncle Ben?"

Peter looked at his aunt and nodded slowly.

She continued, "And Stark found out your identity. He made you an Avenger, but you're still patrolling the neighborhood? Like… training or something?"

Peter spoke again. This time he told her all about what happened with the weapons and the Vulture. He explained how Iron Man saved his life. He told her about losing the suit, but still fighting the Vulture. He told her about going to the compound and the invitation to join. Finally, he told her about turning them down.

"Aunt May, I think Mr. Stark is trying to help me make good decisions as Spider-Man. He finally gave me the opportunity to be an official Avenger, but I realized that he was right to have me take things a little slower. I realized that I still want some time to be a high school student, but I also need to continue as Spider-Man. As long as people need me, Aunt May, I want to be there for them." Peter smiled, "I'm the Friendly Neighborhood Spider-Man."

May gave a short laugh. "Ok. Ok, Spider-Man. I think I understand. I'm proud of you, Peter, truly."

Peter gave his aunt a surprised look.

"Let me finish," She said. "I'm proud of you for turning down the Avengers for the time being. I'm proud of you for wanting to help people." She cleared her throat. "However, I am not proud of you for thinking that you had to keep this from me. We are in this together… you and me. You need to be honest with me no matter what. Yes, I will worry about you, but I love you, Peter. Nothing will change that." She pointed to his suit, "Not even red and blue spandex." She smiled, and Peter laughed at that.

"It makes the most sense. Easy to move in and everything."

Peter was relieved. Could it really be that easy? He doubted it…

"Oh…and you're grounded." May said.

Peter's eyebrows shot up and his mouth dropped open.

Before he could protest, May continued, "You deserve at least that much! You lied to me for a year, so as punishment, you will give me that suit for TWO WEEKS! Over those weeks, we are going to keep talking about this. You are going to continue to fill in some blanks for me. I want to understand your abilities. I want to know everything about Spider-Man."

Peter wanted to protest, "But May…"

"No!" She cut him off. "I heard what you said, Peter. I know this is who you are, and I will make you a deal. If you think there is any real danger in those 2 weeks, I will let you take it back temporarily. But you HAVE to talk to me! We have to figure out some ground rules here. It's like you said… you need time to be a high school kid. I'm the one in charge of that high school kid, Spider-Man or not. We need time to decide what this is going to look like for our family. We need to figure out how to make this work."

Peter thought for a moment. "Thank you, Aunt May. I know you're looking out for me… for us. I really am sorry. I never meant to hurt you. I thought I was protecting you. But…" Peter took yet another steadying breath, "you must understand that I may not be able to tell you everything! Some things may be dangerous. I can't lose you! I can't risk your safety!"

May put her hands onto Peter's shoulders, trying to steady him. Belatedly, she realized just how strong and firm those shoulders were. "How did I miss this?" She thought to herself.

"Peter, we will have 2 weeks to talk this all out. For now, I want you to take the red and blue spandex off and hand it over. Put on some regular clothes, please! I need time to process this without looking at you in…that!" Again, she pointed at the suit with her hands.

Peter gave a small chuckle and nodded his head in agreement. It was going to be a long 2 weeks, but he supposed that he owed his aunt that much. He got up off the couch and started towards his room.

"Oh! And one more thing!" May called from her spot on the couch.

Peter turned to look at her. He saw a sly smile sneak its way onto her face before she said, "If you think I'm not giving that Tony Stark a piece of my mind, you're wrong! Iron Man or not, I will punch him right in the face!"

Peter swallowed hard. He didn't doubt his aunt for a second. He thought about texting Mr. Stark a warning, but instead he nodded to his aunt before finishing the short journey to his room. He decided maybe Tony deserved a little punishment from his aunt as much he did.

It was typical of Peter... He worried about and May and even Tony. It was just too bad he never spent enough time worrying about himself. In the future, that could prove to be his greatest mistake.