"Where were you this time? Out spider-ing again?"May snapped when Peter walked through the door.

"Actually, I was-"Peter was interrupted by Tony barging into the door, pushing Peter further into the apartment.

May scoffed, glaring at the man.

"Hey May,"Tony spoke, "Sorry, I called the kid upstate, needed his smart brain for a new idea for Hawkeye's arrows,"

May froze for a second, while she connected the dots. "Wait, so….you're involved in this spider thing too, aren't you? You made him that suit!"

"Actually, I just upgraded it."Catching the look on her face, he quickly added, "To make it safer!"

May rolled her eyes as she walked into the living room, mumbling something about "safer my ass." Peter and Tony followed her, Peter, a little more cautious than Tony.

Tony nudged him to move forward into the living room, Peter turned around, glaring at Tony.

"So, I need an explanation,"May spoke as they all sat down. Tony glanced around the living room, two empty beer bottles littered the coffee table.

"I know, I'm sorry I didn't tell you earlier but I was just afraid you'd be mad at me, and then when I really wanted to tell you it had been going on for a while and it just, didn't seem like a good idea anymore, and you've been so busy and stressed out with work that I didn't want to worry you out even more,"Peter spoke softly.

"Peter! I'm not mad about Spider-Man, I'm mad that you didn't tell me! You never talk to me anymore, you can't do that! I know I'm not home as often, but we are in this together and we can't keep doing this if you lie to me,"May sighed. "Sometimes I feel like we just aren't close anymore, and I know you were always closer to Ben, you could tell him anything, but, why can't you tell me these things, or anything?"

"I didn't want you to worry…"

"Peter I always worry about you!"May shouted, "I worry about you walking to school. I worry that you won't get blown up there. I worry about you leaving the house. I worry about every time we are apart and I can't constantly make sure you're okay!"

"May-"

"I worry that I can't take care of you well enough..."May said sadly. "I don't know how to take care of a teenage boy! This is why you have to talk to me, and not keep secrets from me!"

"I know, I'm sorry, I should've told you,"

"I can't do this anymore Peter, I can't take care of a kid. Ben was the one who wanted kids, I didn't. I can't take care of myself let alone a child!"

Peter started tearing up at the realization that May didn't and never even wanted him.

"I can't afford a child. I can't afford this apartment, I have three jobs, Peter! Three!"

"Peter can be paid for his internship with me,"Tony finally spoke up.

"It's not just that,"May sobbed, finally breaking. "How the fuck am I supposed to take care of someone who won't talk to me. Huh? Peter, tell me how!"

"I don't know,"Peter sobbed, tears flowing freely down his cheeks.

"I can't take care of you, Peter! I….I do love you, but I just can't deal with this,"May said, she grabbed another beer from the kitchen, and walked off to the bedroom crying.

"May?"Peter sobbed. "May?! May come back!"Peter started following her. Tony grabbed his upper arm gently, stopping the boy from following her. "No, let go of me! May!"Peter said pulling his arm, elbowing the older man, kicking him to let him go.

Tony wrapped his arms around the boy, pulling him into a tight hug. He stroked his fingers through the boys hair, whispering into his ear telling him that it would be okay.

Tony pulled out his phone and dialled Happy's number. "We'll be right down,"