Peter was sitting on one of the tallest buildings he could find without drawing too much attention to himself. The suit was on, but the mask was off. He knew all it took was one person with a super high definition camera and his identity would be toast, but he didn't care. He had only really kept it hidden for her.

"Hey, kid." Peter didn't look up when he heard the voice. He had heard the Iron Man suit nearly a mile away.

The helmet retracted as Tony settled next to him.

"I'm sorry." Tony started, a little awkwardly.

Peter nodded. "Me too."

"It wasn't your fault," Tony said again.

"I know," Peter responded. He could do a lot of things, but heal an aneurysm wasn't one of them. His senses had gone wild when it happened, but all he had time to do was catch her when she fell.

"I know you were close," Tony murmured.

Peter shrugged. "We were, but... I really only knew her for a couple of years."

Tony didn't say anything so Peter went on. "She was only married to my Uncle Ben for a few months when he was shot, and they didn't know each other much longer than that. She said it was love at first sight."

"But you loved her." It was a statement, not a question.

Peter nodded. "I thought... I felt like I had to take care of her. For my Uncle Ben. I owed him that."

"That's a big responsibility for a kid. You shouldn't have to owe anyone anything."

"He died because of me," Peter said. Tony knew most of his past, but his head whipped towards Peter so fast it made him dizzy.

"What?" he asked.

"I saw the guy... before...and I had the chance to stop him. It was right after I got my powers."

"Why didn't you?" Tony asked.

Peter shrugged. "I was angry. I didn't know he was dangerous, but it was wrong anyway."

Tony thought about what Peter told him the first day he met him.

"When you can do the things that you can, but you don't... and then the bad things happen... they happen because of you." Tony quoted back.

Peter nodded, not meeting his mentor's eyes. "Exactly."

"Geez, Pete... you're just a kid," Tony fussed.

"But I'm not just a kid."

Tony opened his mouth to argue but closed it with a click. "I don't think there's anything I can say to you that will ever take that feeling away. But... it wasn't your fault. You didn't pull the trigger."

"Yeah," Peter mumbled, unconvinced.

He hadn't known the kid was carrying such a heavy weight for all this time. Now adding his aunt's death to the mix.

"What happens now?" Peter asked. Afraid of the answer. Uncle Ben had saved him from foster care the first time, though he was a young bachelor at the time. Peter had been grateful. And then he was lucky enough to have Aunt May when Ben was killed. Now he didn't have anyone.

"I guess that's up to you," Tony said.

Peter frowned and looked at Tony. "What?" Foster kids didn't normally get choices.

"I..." Tony was slow with his words. A sensation he was not familiar or comfortable with. "I don't want to push this on you, especially right now, but you have a place at the compound if you want it."

Peter blinked, his eyes watering up, and he turned to look back at the city again.

"I'm not trying to replace your parents, or your aunt and uncle," Tony offered.

Peter was quiet a long time.

"You know how my parents died?" It was more of a statement than a question.

Tony dropped his head guiltily. "Yeah. They were killed at the Stark Expo." Not many people died that day, but it still weighed heavily on Tony.

"They were only there because of me," Peter smiled. "I was obsessed with you. I wore a mask and everything."

"I remember," Tony said, thinking of the tiny kid standing all alone, no one to save him.

"I was a smart kid, building computers in elementary school. Uncle Ben didn't know what to do with me. I was bored at school, acting out." Peter looked back at Tony. "I received an anonymous sponsorship to attend midtown." Peter looked up at Tony, but Tony looked away.

"You see, for a long time, I couldn't figure out how you knew I was Spider-Man." Peter continued. "I mean sure my suit wasn't the greatest, and I probably could have been more discreet, but it's a big jump from superhero to kid in Queens." Peter was still looking at Tony who wouldn't meet his eyes. "You knew because you were already watching me."

Tony finally met Peter's eyes before he sighed and looked away as if disappointed Peter had figured out his big secret. "Your parents were two of three people that died that night. You owed it to your Uncle Ben to take care of your Aunt, to the best of your ability. I owed it to your parents to take care of you... to the best of mine. It was my fault."

Peter looked away again.

"I understand if you don't want to stay with me now." Tony offered. "I don't want to take the place of your mom or dad, or your aunt or uncle. I'm not trying to be your parent. I just want to be your friend, and give you a safe place to finish growing up."

Peter chuckled. "You don't understand."

Tony frowned. "What?"

Peter looked up at him. "I..." he blew the air out nervously. "You don't have to take anyone's place." He started. "I've always admired you since I was a kid, and you've always watched out for me... and I don't want either of those things to change."

Tony gave him a small smile, placing a heavy hand on Peter's shoulder. "They don't have to."

Peter smiled at him, still sad, but feeling a little better.

"Let's go home, Spider-Man."