This is a direct sequel to my fic Phoenix Rising, so I recommend you check that out before proceeding.

The Iron Spider dissolved in a cloud of ash.

Peter tucked into a roll as he crashed into the ground. The alien landscape disappeared around him. "Karen, I've lost visuals. Can you get me back online?"

"Negative, Peter. The cameras were destroyed with the suit."

He'd never been so bummed by a game over. "Ah man," he groaned, retracting his mask. "Tony's gonna be so mad."

"My drones were worth three times his suit." Shuri stepped into her lab from where she'd been observing beyond the simulation. "That was impressive. Until you got obliterated."

Shuri never pulled any punches. Even after spending the past week together Peter still wasn't used to her bluntness. "I had to take the chance. Thanos was going after Scott."

The plan had been going surprisingly well. Nebula had a list of substances Thanos had encountered on his many conquests that weakened him, and Bruce had synthesized them into a formula meant to slow him down, even with all the infinity stones. They'd had three delivery methods – a poisoned arrow, a syringe, and an aerosol spray.

Clint had made the shot, distracting Thanos long enough for Scott to grow and jab the syringe into his leg. But the double dose hadn't kicked in as quickly as they'd calculated. Peter had felt Thanos go for Ant Man before the Titan even looked down, and he knew he couldn't wait. He'd swung in just like he practiced, pushed Scott out of the way and sprayed Thanos right in his ugly face.

But there hadn't been time to get out of range of the gauntlet's blast.

"It's a good thing you weren't actually there. Though it would have been a warrior's death."

A chill went up Peter's spine as he wondered whether it would have been quick this time. He thought so, the way the suit had vaporized, but the suit didn't have his healing powers.

He'd never been so glad for Tony's paranoia.

It had been their biggest fight since the Vulture. The Avengers were in the final stages of planning their last stand, and Peter had come up with a well-reasoned argument why he should go with them.

"Absolutely not," Tony had said before Peter had gotten through his first sentence. "This mission is for big boys only. You're benched."

Tony was never this dismissive with him anymore. It hurt, more than Flash's barbs or the weight of a shattered parking garage on his chest. But the knowledge that it was also unjustified made him lash back. "We were supposed to talk about that once we found the stadium. I made up my mind. I don't want to be benched."

"You don't get to make that decision. I'm sure your aunt would agree with me that the home planet of the alien asshole who wiped out half of all existence is no place for a child. Should we go ask her?"

Peter had crossed him arms and ignored the burning behind his eyes. "I'm not a child."

"Like hell you're not."

Peter had forgotten that he could be this mad at Tony. "I stopped being a child the day I watched my uncle bleed out. Or maybe it was the day I decided that stopping the bad guys was more important than getting straight As and playing videogames. Or when I followed you into space because Earth was in danger and you needed backup. Whichever it was, it was a long time ago. I can do this."

"But I can't." Suddenly Tony wasn't yelling, and that was worse. Because Peter hated when Tony was hard on himself. Hated it even more than when Tony was hard on him. "Damn it, Pete. I cannot take you back to that hellscape and watch you die again. I still have nightmares about the first time, and I had no clue then how much I love you. If you come with us I'll be in a full blown panic every second, and that'll be no help to the team. So you've gotta sit this one out."

Suddenly the yelling and deflection all made sense. Peter would normally do anything to calm Tony down, but he couldn't give in this time. "I can't, because I'm not sure you'll come back if I'm not there to make you," he whispered.

Peter could feel the way that Tony froze before the lie built on the tip of his tongue. "I'll come back."

"Will you, really? Even if you're the one who has to finish it – like Doctor Strange saw? What if it's a sacrificial blow?"

This time Tony didn't lie. "Then I'll do whatever it takes to give my son a world he can grow up in."

Peter choked back a sob, wrapping his arms around himself. Tony had said as much too many times for Peter not to read between the lines. Doctor Strange had said he'd sacrifice either of them for the Time Stone. He'd saved Tony because he'd saw he was needed for that one in millions scenario where they won. But that didn't mean he walked away from that scenario.

Peter knew time needed to be reversed. Tony hadn't done quite as thorough a job keeping him in the dark as he thought, but any real news made Peter so sick that he tried to forget. The Avengers all had their miseries, but they were safe inside the Compound walls. That safety came at the expense of billions, and their isolation was only morally justified if all that suffering could be erased. They had debated this, and agreed. But something had changed in Peter since that day. "What if I would trade that world for you?"

He felt sick even saying it, but he'd agonized the point so often that he knew it was true. Tony might think less of him, but it couldn't be helped. He could deal with Tony's disappointment, but not his death.

Maybe that's why most heroes were alone. Because it was easier to choose the world if you had nothing you loved more.

Peter knew plenty about loss – and love. He thought he'd sorted his priorities after Ben. He would not let fear make him turn a blind eye. He would not let failure stop him from trying again.

He would not let another father die in front him.

"I know that's awful. Maybe I'm not good enough to be an Avenger. But I can't lose you. And if I'm there you'll come home."

All the anger had drained from the man, leaving him pale and earnest. In that moment he wasn't Iron Man or Tony Stark.

Just Dad.

"Not if anything happens to you, I won't."

They had collapsed towards each other, overcome by love so fierce it turned to misery, neither willing to give in.

It was Shuri who found a solution.

The Iron Spider would go into battle. But Peter would be safe and sound, far away.

Tony pouted that his suits had been unmanned for years, trying to weasel some credit for the idea. But Spiderman reacted to his surroundings with a finesse that could not be achieved by remote control or voice activated commands. It was his ability to get close and get out of there that made him valuable to the mission.

Controlling the suit from afar was easy. Shuri already had tech for that, although the distance between Earth and Titan required a few modifications.

Replicating the battle environment was the true challenge. Spiderman was handicapped on the ground. He needed something to swoop and swing from, and Peter couldn't mimic any of that without the same something. So Shuri built drones that continuously analyzed their surroundings and vibranium laced nanobots that recreated them, and used Wong's knowledge of the time stone to feed off its energy to convey the information across light years with only a second of lag.

Peter had spent nearly every second since being dropped off in Wakanda practicing in the second suit Tony had built him. By the time the Avengers' spaceship reached Titan he had grown accustomed to the world's most lifelike – and expensive – virtual reality.

But his friends were all there in person and he didn't like not knowing what was going on.

"F.R.I.D.A.Y," he called out to the AI that he knew was hiding as backdoor reconnaissance in his suit in case Karen wouldn't rat him out to Tony. "I can't see what's going on. Can you show us?"

"Roger that, Young Boss." Peter smiled at the nickname, which had taken effect a few days after Tony had admitted his feelings. The blank wall in front of him flickered into an alien landscape, but no trees rose up around him with Shuri's nanobots disabled. Nebula's knowledge of Thanos's home planet had been crucial, and they'd lured him into the forest at the edge of the farm where he'd retreated to live out his retirement.

Tony's voice boomed through the room, but because the visuals were from Iron Man's helmet Peter couldn't see him. "Fuck! Fuck fuck fuck."

He'd never heard Tony sound so angry, but it was better than devastation.

"He wasn't there, Tones," Rhodey said, pragmatic as ever. "The kid's back in Africa. But he'll be pissed if you mess this up because you forgot that. Our window of opportunity's closing."

"F.R.I.D.A.Y., tell Tony I'm okay," Peter commanded.

"No can do. Boss requires minimal distractions."

"I'm not a distraction!"

Shuri rested her hand on his shoulder. Peter was so worked up he hadn't even heard her get close. He flinched and her grip tightened. "Perhaps he needs the anger your loss would provoke. Is not that need in the very name they've given themselves?"

She was looking at this all so rationally, but he could barely think straight through all the emotion coursing through him—panic and love and that familiar need to protect. "Losing me is his greatest fear. I can't let him think that I'm dead!"

"He knows if he succeeds the loss will be temporary." When they'd first met it had been obvious Shuri was close to his age, an obvious ally in the world of grown-ups. In three months she'd been matured by grief, thrust into some ageless adulthood like Natasha, while he remained a child. Something in her tone reminded him that while he had gained family after Thanos's snap she had lost hers.

It was easier to be selfless when he saw those helped by his sacrifice. He couldn't stand to see Tony in pain, but they'd both survive, and he would bear it for the greater good. "I can't wait to meet your brother," Peter answered, conceding.

Shuri's smile was tight, but something bright sparkled beneath it. "He will like you. If only for the vain notion that you would keep me out of trouble."

"Distracted, maybe?" Peter tried to grin, but he was too anxious to sustain the levity. He turned back to the projection, where Tony was barreling towards Thanos. The monster was not quite immobilized, but its reactions were sluggish. The Avengers had circled around him, tightening the noose.

He was so focused on Nebula holding Thor's ax that he saw Iron Man too late. Even as Tony hovered above him he showed no fear. "The universe may have spared you once. It is unlikely to do so again."

"You think there's only one way to skin a cat, Scrot Face?" Tony spat, a wicked blade suddenly protruding from his right glove. A blade with nearly identical properties to Thor's ax, which much to the Asgardian's dismay had been forged in a laboratory and not on a dying star.

"This is for my son, you Purple Bastard." The blade flashed like lightening, severing Thanos's arm right below his elbow. The gauntlet fell to the ground with the weight of eternity.

Peter held his breath and watched arrogance fade to panic.

"And this is for your daughters." Iron Man raised the blade again, his voice teeming with a venomous rage cold enough to freeze mercury. "You never deserved to call them that."

This time the blade buried itself in Thanos's neck. It stopped halfway, thick red blood spraying from the wound. The titan gurgled and died, the executioner of the universe fading from existence as quickly as those he had taken.

Tony's third blow cleaved his head from his shoulders.

The fourth was buried in his heart.

Peter lost count after that. He could feel Tony's anger across the inconceivable distance as if they were in the same room, every hair on Peter's body ramrod straight. Shuri was at his side, one arm snaked around his waist as he leaned into her, trying to keep standing despite the suffocating collapse in his chest.

"Tell him I'm okay, please," he begged, but F.R.I.D.A.Y. didn't answer. Perhaps he hadn't articulated at all. Couldn't the AI hear the keening in his soul?

He did not want to see Thanos become a pile of mangled gore – blood made him squeamish, ever since Ben – but it felt like penance, when love and loss of him had driven Tony to this state.

Then the other Avengers were there, shouting at Tony to calm down, and there was too much stimuli. Unable to watch any longer, Peter closed his eyes as Tony reached for the gauntlet.

Peter felt himself pitch forward as if he'd started to doze sitting up, and opened his eyes on a crowded bus.

"Dude, are you falling asleep in the middle of my story? Did you have a late night? Was it," Ned pitched his voice low, "spider stuff?"

"Keep it down," Peter whispered, instinctively scanning his surroundings to check if anyone had heard Ned's blunder. Reality hit him a second later, the intensity of Tony's despair replaced with a soaring euphoria not unlike webbing across the city. "Oh my god, Ned," he cried, tackling his best friend in a bear hug. He was solid and squirming beneath Peter's grasp. Three dozen of Peter's classmates bustled around them, louder then even the rowdiest of the Avenger's war councils, leaving all of Peter's senses reeling. But he'd never been so glad to see the people who'd mostly ignored him. "You're back!"

"Where did I go?" Ned asked. "You musta had some dream. Not that I mind, but people are staring."

That got Peter to pull back, but the only one paying them more than a passing glance was Michelle, who was watching them closely, though her expression was bored as ever. Peter turned back to Ned and resisted the urge to tackle him again. "This is gonna seem like a weird question, but where are we?"

Ned hesitated. "Dude, are you all right? Did you hit your head or something last night? Do you need medical attention?"

"Or something," Peter muttered. "I'm okay. Just remind me where we're going."

"Field trip. Museum of Modern Art, remember."

It all came flooding back, though it had seemed so long ago. "What's the date?"

"April 25, 2018."

Peter grinned, laughter bubbling inside him. "He did it. He actually went back."

"Who went where?"

Peter peered out the window, but this time there was no spaceship hovering over New York. His spider senses were dormant; there was no danger here, just his loud and smelly classmates, going about their lives. All one hundred percent of them.

He turned back to Ned, studying him closely. There was no sign of trauma. "Do you remember anything…" Peter paused, growing quieter. "That happens next?"

"Like when we take you to the hospital because you're off your rocker?"

Peter snorted. Oh how he'd missed Ned. "I'm serious." But he didn't sound serious even to himself. "Think, real hard. Are you sure you don't know how this day ends? Like, you probably never went to the museum because of the aliens, and after I jumped out of the window I was missing, so May probably tried to call you." Peter tried to work out the timeline in his mind, because this wasn't the moment of the snap, this was sometime before. But he didn't know how long they'd been in space, before or after they'd rescued Doctor Strange. And there was a chance that time elapsed differently there, like in the movies.

"What are you rambling about?"

Ned's eyes were so wide, and Peter was struck by just how crazy his life had become over the past few months. It was going to make quite the story. "I'll tell you everything. I just can't tell you here."

"You can't leave me hanging like that."

"It'll be worth the wait, I promise."

Peter pulled out his phone to send Tony a victory snap, his arm around Ned and his thumb in the air, but Tony's handle didn't show up in his friends list. Peter switched to text, but Tony wasn't in his contacts either. He scrolled through his messages in vain, but gone were the geeky science puns, the serious engineering discussions, and the conversations entirely in Avengers memes.

Gone were the past three months.

Gone was the part where Tony had become his father.

"Shit," Peter mumbled, scrolling through unremarkable photos. Every shred of evidence that he knew the Avengers personally was gone. A black hole opened in his chest, sucking up the happiness he had felt, leaving him cold and empty.

"What's wrong?" Ned asked. Peter reminded himself that this was the victory. Ned was back. Everyone was back.

"I wanted to text Tony – Mr. Stark. But his number's not in my phone anymore." Peter scoured his memory, trying to recall if he'd ever actually looked at the number. But it had always just been there, ever since Tony grabbed the fancy tablet Shuri had given Peter and added himself to its contacts, muttering all the while about foreign tech and cheeky princesses.

Tony's number had never been in this phone.

"I don't know what it is," Peter said despairingly, the black hole pulling him closer, like the force that had pulled Squidward right out of the flying donut.

"That's the problem of our generation, man," Ned said sagely. "What about that cheerful guy Mr. Stark had keeping tabs on you?"

The reminder that Happy was alive again helped Peter brace himself, like brand new metal spider legs finding purchase. But Happy had no idea Tony now gave Peter the time of day. He certainly wouldn't give Peter Tony's number, and any message might take quite a long time to reach Tony, if it was ever passed on at all.

"Yeah. I'll, uh, try him after the field trip."

Peter stared at the phone, willing Tony to be the one to reach out first. Even if Tony didn't have his number handy, F.R.I.D.A.Y. could get it for him in a flash. Surely Tony would want to check in. Make sure Peter was okay. Gloat, a bit.

The phone didn't vibrate. There were no notifications.

Peter dropped it into his bag with a huff and scanned his classmates again, searching for strange behavior. It made sense that those who had disappeared had no memory of the lost time. But roughly half of those around him should have lived.

His eyes lit on Michelle, bent over her sketchbook.

The only person he was certain had survived.

He'd gotten her texts a few weeks after the cataclysm, when Tony finally hacked his missing phone and transferred all his data to the one Shuri gave him. It was uncharacteristically vulnerable for her to ask if he was alive, so he'd begged Tony to take him back to the city.

They'd met in a sketchy abandoned coffeeshop at the edge of Queens. She moved about like she owned the place, instilling in Peter an uncomfortable suspicion that she lived there. But she wouldn't confirm that. Wouldn't come back to the Compound with him either, scoffing at his offer of food and safety. She'd reprimanded him for sitting back as the world burned. That guilt had gnawed at him for a long time, despite Tony's assurances.

She'd also known he was Spiderman.

"Hey MJ," he said, before he could think it through enough to decide it was a bad idea.

She looked up at him. Her face was less sallow, her eyes less haunted. But her expression was just as unreadable.

"Have you ever been to Ray's Coffeehouse?" he asked.

"Are you asking me on a date, weirdo?"

"What? No!" he sputtered, because his mind hadn't gone there at all. Beside him, Ned made a noise somewhere between a cough and a choke. "I was just wondering if you'd ever been there. I was thinking about checking it out. Just wanted to know if it's any good."

"You don't drink coffee, loser."

"Right." It wasn't an answer. Michelle was definitely looking at him strangely now, but he couldn't tell if that was because he was rambling like a fool or because she felt some itch of recognition. Perhaps the memories of the months that never were weren't lost, just buried, waiting to be trigged and assimilated.

Or perhaps he was the only one who retained them, his enhanced mind holding on to the memories the way his cells had fought to retain cohesion.

Whichever it was, MJ wouldn't tell, even if she could. Certainly not here, where anyone could overhear. For all she pretended not to care what others thought, she was far more cautious than he was.

There was also the fact that she'd known he was Spiderman. If she'd figured it out then, she was surely close to figuring it out now, if she hadn't already. But that was a problem for another day.

Peter slumped back into his seat, wishing he could actually disappear. Would it be too conspicuous if he jumped out of the window now?

"Dude, what was that?" Ned asked. "You're seriously freaking me out here. First you're talking about things that never happened, and then you asked out MJ."

"I did not ask out MJ!" Peter hissed. "I'll tell you everything but I can't do it here. Right now I need my guy in the chair. Can you help me?"

All it took was the mention of Ned's nickname to get him to focus, and Peter quickly explained that he needed to know if there was anything posted on the web about aliens or déjà vu. Karen could have told him within minutes, if he still had the watch Tony had given him with her programmed into the interface. But that was gone with the group text May had started, filled with grocery lists and meal reminders sent to all of Earth's mightiest heroes. Ned was the next best thing, because he was already familiar with all the best conspiracy blogs and message boards, and he set up Stark Alerts so Peter would be notified immediately if anything new was posted.

Ned spent the rest of the bus ride investigating, but could find no sign that anyone else remembered. By the time they pulled up to MoMA Peter had decided it was karma. Some selfish, depraved part of him had been willing to let the whole world suffer just so he could hold on to a father who wasn't even technically his. It was only fair that once the world was restored that father would be the only thing lost.

At least Tony was alive. Peter had done that search himself, worried that wielding the Infinity Stones had come with some sacrificial caveat—that maybe he had wiped himself out of existence. But Tony had been spotted that morning jogging in Central Park with his assistant turned fiancé Virginia "Pepper" Potts.

Just living his normal, billionaire, childless life.

Peter knew Ned was dying for some intel. He kept looking at Peter with wide eyes whenever their classmates got just a few feet in front of them. But Peter kept his mouth shut for the entire guided tour, watching strangers instead of artwork, searching for any sign they recognized that something about today was unusual. But nothing seemed out of the ordinary.

It was only once they were given free rein to select their favorite piece of artwork and write about it that Peter pulled Ned into an alcove and gave him a very cursory review of the past few months.

"So let me get this straight," Ned summarized. "You leapt out of the bus, fought aliens with Iron Man, stowed away on a spaceship, got your asses handed to you by some big purple guy, and then spent three months living with the Avengers plotting how to defeat him and then go back in time to bring back the half of the universe he made disappear. And the plan actually worked."

"Yeah." Peter blew out a breath. "Basically."

"That is the coolest story I have ever heard! You lived with the Avengers! They must be like your besties now. I know we swore to be best friends forever, but if I was replaced by Captain America I would not even be upset."

"You're still my best friend, Ned," Peter said, his enthusiasm raising his spirits slightly and reminding Peter exactly why that was the case. "And they don't even remember our time together, so even though we were friends before, we're not now."

"But you were friends. With the Avengers."

"Yeah." Peter managed a smirk. "May even ordered them around a bit."

"Your aunt is the coolest surrogate parent EVER!"

"Not sure Ant-Man thinks so."

"Ant-Man was there too? I didn't know he was an Avenger. You know more about them than the blogs!"

But Ned's cheer only buoyed him for so long, especially when they had to stop whispering and focus on their assignment. Peter had always found art a bit boring, but today it was too much. He read loss in every brush stroke. Loneliness in every photograph. Violence in color. There were too many people around, and none of them knew what he'd gone through. He felt the anxiety build in his chest like thunder, noises too loud and light too bright.

Tony had been surprisingly good at dealing with these episodes – sometimes by distracting him and other times by helping him count out breaths or grounding him with a hand to his shoulder.

"Pepper knows that I've had panic attacks ever since Afghanistan," he'd admitted once. "But I used to get them before too."

That shouldn't have made him feel any better, but it did.

But Tony wasn't here. It was only sheer force of will that kept Peter from melting down in front of his classmates, but by the time he climbed on to the bus he was absolutely exhausted.

He leaned his head against the window and closed his eyes, focusing on the vibrations flowing through the cool glass. He was being stupid. He may have lost another father today, but there would be no funeral, no wondering where he'd end up or whether Aunt May could hold it together. He'd go back to his apartment and life would be exactly as it was three months ago – fine. And because for those three months he'd had a dad who was brilliant and tireless and brave, all around the world people would go home to their families with no memory of the loss and suffering they'd endured. Clint had his wife and kids back and Shuri had her mom and brother and Steve had Bucky.

And Tony was still alive. So Peter couldn't give up. Because crazy as it was, Tony needed him, just as desperately as Peter needed Tony. He just didn't know it yet.

Peter had been so sure at first that it was guilt – just if anything happens to you I feel like that would be on me. That's why he'd apologized with what he thought was his last breath, realizing too late his so it's kind of your fault I'm here joke had been in poor taste. But when I'm sorry had done nothing to dispel the panic on Mister Stark's face he'd had to pull himself together and just keep living.

Once the literal and proverbial dust had settled he'd expected Mister Stark to distance himself. He'd never imagined he'd become Tony and then Dad in rapid succession, complete with confessions and hugs and an aching loneliness which Peter had found all too familiar. As much as he'd wanted to be Iron Man as a kid he'd never expected him and Tony Stark to have anything in common.

He'd been downright clingy, honestly, but Peter hadn't minded. He'd needed an anchor to keep him steady through everything that was happening, and Tony freakin' Stark was the best he could have asked for. What had started out as a nightmare had become an amazing, impossible dream.

Peter had been good for Tony. He'd said so himself more than once. So had Pepper. So had every one of the Avengers each time they caught Tony acting paternal, an earnest appreciation underneath the teasing. As time had passed he'd grown closer to the team, moving past the fallout of Germany. They'd become a family again, just like their glory days.

That may have been gone, forgotten, but Peter wasn't. He wouldn't let Tony be alone again. He'd just have to find a less traumatic way than nearly dying in his arms to brings all those needs and feelings to the surface.

Honestly that seemed harder than going back in time. Things were going to get even more awkward than MJ thinking he was asking her out. But he knew Tony now. Knew the insecurities he tried to hide from the world. Knew how desperately he wanted to prove to himself that he was nothing like his father. Knew that he liked to blast ACDC in his lab and ate sugary cereal because his parents never let him. The trick would be getting close enough to use all his knowledge without seeming like a total creep.

Tomorrow he'd start figuring out how to do that. Tonight he just wanted to crawl back home and—


"Leave me alone, Ned," he grumbled. He owed Ned so many explanations but he wasn't up for them today.

Ned slapped his shoulder with the back of his hand. "Stop moping. It's Iron Man!"

That got Peter to open his eyes, all the breath leaving his lungs in a rush. They were back at the school, about to pull up at the front, and there, hovering beside the entrance, was Iron Man.

First off, thank you to everyone who reviewed Phoenix Rising. You guys are the absolute best, and every review made my day!

I hope you enjoy this little sequel. Sorry this took so long. Real life, you know. I never meant to end this chapter here, but it was getting massive, so I split it into two parts. The good news is the next part is about 75% done, so it shouldn't take too long to post. And you'll now get 3 chapters instead of 2.

And if you enjoyed my little attempt to pretend Infinity War part 2 won't be devasting, please leave me a review and tell me what you think.