based on the prompt: What if Peter's school's heating went out and they forced the classes to continue? Peter could pass out and/or seize and everyone is worried and Tony races to get him and Bruce explains that spiders can't handle the cold very well? Oh and Tony could blame himself because he could have just told the school he was working on a project so he would be warm?

it feels good to be back writing for Spider-Man!


Peter sat on the edge of his bed, groaning. He'd grown out of all his winter clothes. Absolutely nothing fit. Not his warm pants or his jackets, even his winter boots were too small because spider bites that gave you powers also caused growth spurts. He had nothing to wear for school.

"Peter! Come on! Your breakfast is going to get cold!"

The teenager sighed and grabbed the warmest hoodie he had and pulled it on, calling down the hallway as he made his way to the kitchen. "Coming!"

Tony was standing over the stove, apron tied around his waist, slippers on his feet and music playing behind him. He was dancing slightly as he flipped over some pancakes in the pan.

"Nice outfit."

Tony turned and smiled without a hint of sarcasm. "Thank you." He pointed his spatula at the boy, narrowing his eyes. "I can't say the same for you. You can't wear that to school."

Peter grumbled, taking a seat on one of the stools at the bench and grabbing the maple syrup. "I don't have a choice, none of my winter clothes fit."

Tony put his spatula down and walked around the bench to stand in front of Peter, taking in the thin jeans, canvas shoes and slightly too small hoodie the kid was wearing. "That's all you have? You can't go out in that, you'll freeze!"

Peter rolled his eyes and shoved a forkful of pancakes in his mouth. "What else am I supposed to do?"

Of course Tony would have happily bought Peter an entire department store full of clothes but the kid was always so stubborn about receiving monetary gifts and he didn't feel like having that argument again.

Tony turned to the doorway and called out, voice loud. "Bucky!"

Peter frowned, confused, as he heard the former soldier call back, voice more of a growl than a yell. "WHAT!"

"I need you in here!"

Peter heard an irritated grunt and a few soft words from Steve (who was also probably the reason Bucky hadn't wanted to be disturbed) before Bucky's heavy footsteps made their way towards them. For a former assassin, he wasn't very sneaky.

He walked in, hair tied up in a messy bun, sweat pants wrinkled and hands in his hoodie pockets, looking annoyed.

"What." Not a question, more of a demand.

Tony went back to his pancakes as he spoke, Bucky lazily scratching at his stubble as he listened. "Before Steve got big, how many times did you have to explain to him that he had to bundle up in the winter?"

Bucky rolled his eyes, looking more irritated than before. "Jesus, every single day. That dumbass would wear the same shoes with holes and the same thin pants he wore in the summer. He got pneumonia every single year until finally, I convinced him to let me buy him some decent stuff and even then he wouldn't accept anything but hand me downs. Poor kid was too small for any of it but he had to wear something. Why do you ask?"

Tony nodded, not even bothering to turn around as he pointed to Peter, sitting there shoving pancakes in his mouth.

Peter looked guilty over, watching Bucky's expression turn into something he'd only ever seen directed towards Steve. His eyebrows tugged down and his lip curled up, eyes becoming two points of flaming fury. It was a look Steve called "angry mother-henning".

Ooooh, he was in for it.

"What the hell is this? Is this what you're wearing to school?"

Peter looked to Tony for help, finding nothing but an amused smile. "I don't have anything else that fits!"

Bucky shook his head, suddenly motivated and tugged on Peters' arm, pulling him to the Vets bedroom.

"That's not an excuse! You could have asked to borrow something until you have time to go shopping. Come here."

Bucky pulled the teenager to his and Steve's room, pulling a pile of clothes from the end of their bed. "We were going to give these to goodwill anyway so you can pick out whatever you want."

Peter smiled, trying to look past the very obvious fact that none of it would fit him. "Thanks. That's really nice of you."

Bucky shrugged and dumped the clothes down to sort through. "Well, I am a nice per-STEVE, GET YOUR STAR SPANGLED ASS OUT HERE!"

Peter jumped at the sudden yell, Bucky looking towards the bathroom where Steve popped his head out. "What, Buck?"

"Hurry up and get dressed, we have to go in half an hour."

Steve stepped out and smoothed his shirt, spotting Peter standing there in his too-small clothes. "Yeah, I remember. Hey, Pete. Don't worry about Bucks bad attitude this morning, he's just nervous about his check-up at the doctors today."

He nudged Bucky's arm, teasing, before smiling back at Peter.

"What's going on?"

Peter took a sweater Bucky offered and tried it on. "Bucky said you had some old winter clothes I could borrow."

Steve smiled and nodded, gesturing to the pile. "Yeah go ahead. They're all yours. You grow out of your own?"

Peter nodded sheepishly, embarrassed but Steve just nodded, stepping aside as Bucky went to get dressed. "I remember what that's like. Of course, my growth spurt happened in about a minute but when I came out of that chamber I only had my uniform to wear. None of my old stuff fit."

He laughed a little and Peter watched as his eyes filled with a bright, longing sort of love. "The first few days after that I could only bring myself to wear the clothes Bucky had left behind. Stark- Howard, gave me some money for a new wardrobe but my body was so unfamiliar to me it was nice just to have something so...something that I knew."

He blinked, pulling himself from the memory and coming back to the present where Peter was watching him with a smile. He ruffled those brown curls, smiling too.

"Anyway. If you want to talk about anything, I'm here and I understand."

Peter nodded, grateful. He and Steve had more in common than you'd think, looking at them. Steve too, had been a weak, vulnerable boy that came from a poor family, having to bury his parents before he ever should have. And Peter was grateful to know that Steve would understand more than just the powers side of everything.

"Thanks. I just hate having to ask Mr Stark for things all the time. I eat so much and I keep growing out of my clothes and I know May can't keep up with it all. She's already working double shifts to pay for my school bills and-"

Steve put a broad hand on Peter's shoulder, comforting and warm. "Hey, you know how Tony's not so great at the whole, feelings and relationships thing?"

Peter nodded, waiting for Steve to continue.

"Well, sometimes he finds it easier to 'do' than 'say'. When he offers to buy you things that's just his way of showing he cares. He loves taking care of you, Pete. And he has enough money to do it well so whenever you need something, let him know and let him get it for you."

Peter nodded. It made sense but he wasn't sure if he could get through the guilt of asking for money to actually do it.


Once Peter had gotten a few layers of giant socks, thermals, hats gloves and hoodies on he thanked the two and made his way back to the kitchen to grab his backpack.

Tony couldn't hold back his laugh as Peter waddled out to him, practically swallowed by the oversized clothing.

"Now who's got a nice outfit?"

Peter pivoted towards him, eyes half-lidded in all his unamused glory. "Ha. Ha. I'll see you after school."

Tony put down his spatula and made his way over, face more serious as he picked Peters bag up and hefted it onto his shoulder for him. "Seriously, do you want me to drive you? I can push back my meeting an hour."

Peter shook his head and shoved his arms through the straps of his bag. "You can't make the president wait just because you want to drive me to school."

Tony shrugged, grumpy about having to go in the first place. "I can and I will. It's too cold for you to go out on your own and the presidents a giant turd."

A laugh burst out of Peters mouth and he scrunched his nose, waving a hand as he made his way to the door. "That is true but if you skip the meeting he'll tweet about you and you'll have to deal with it. I'll be fine, I'm taking the subway."

Tony frowned and followed after the kid. "Fine just...please be careful. You know you don't do that great in the cold. If you need anything just call and I'll be there."

Peter rolled his eyes, smirking back at Tony. "Yes, Mom. I promise I'll be careful."

Tony smiled and grabbed the kid, pulling him close so he could press a noisy kiss to his cheek.

"Good! Have a good day!"

"Yuck, get off!" He was laughing even as he wiped his cheek and left. "Bye, Mr Stark."

What a weird world Peter lived in. He couldn't be happier. Although he did rethink Tony's offer as he walked to the subway station. It really was too cold to be walking around especially as a spider.

Bruce and Tony had warned him that his physiology had been changed and although it gave him new strengths it also gave him new weaknesses. "Your strength, stamina and healing factor will be compromised in the cold. You'll need to be extra careful."

He'd shrugged it off at the time but shit it was freezing.

"Please, anything that you have!"

Peters ears picked up on a strained voice, the repeated words cut off by a harsh cough and he winced.

Technically he wasn't supposed to get involved in other people's business when he wasn't dressed as Spider-Man but suit or no suit he had a duty to help if he could.

Peter found the owner of the voice coughing into their elbow as they sat on the frigid concrete outside. It was a homeless woman and her kid. She'd wrapped the boy up in as many layers as she could and left herself with a shirt and threadbare sweater. The poor woman was practically blue with the cold and Peter couldn't do nothing.

He would have to be quick if he still wanted to catch his train and he dipped into a bodega across the street and used the last of his pocket money to buy some cough medicine and some soup.

Her eyes lit up as he walked over to her, bottom lip wobbling ever so slightly as he handed over the gifts. "Here, I don't know what flavour you like best but I thought it might help."

She looked up at him in awe as Peter started taking his overcoat off. "Thank you so much!"

Peter handed the coat over too, shivering a little at the sudden gust of wind that he could now feel trying to get through his other three layers.

"I'll come back tomorrow with some more stuff for you okay?"

The young boy was no older than ten and gleefully wrapped his fingers around the hot cup of soup, smile blinding in the overcast light.

"Thank you!"

Peter smiled and wrapped his arms around himself to try and keep warm. "No problem. You have a good rest of your day!"

Peter went back to his route, rubbing his hands over his arms. Bucky and Steve has been getting rid of the clothes anyway, they wouldn't mind him giving it to someone in need and tomorrow he could go back with some food and blankets. No one should have to live that way and Peter would help if he could.

The cold wind bit at him and he shivered inside his floppy sweater, pulling the ends over his fingers and shoving them into his armpits. He was wearing Bucky's old gloves but his fingers still felt like blocks of ice that-oh no. Peter spotted a dog and it's owner, another homeless man, sitting on the frozen ground. The guy didn't even have a jersey, having given his to his dog whom he had in his lap, bundled up and cuddled against his chest. They were both shivering and Peter couldn't stop himself from going over.

He'd given away the last of his money to the mother and kid but he still had layers of clothes from Steve and Bucky that he could live without. Probably.

"Hey, man. You want my sweater? It's way too cold for you guys out here."

The man looked surprised to see Peter talking to him and looked him up and down, want in his eyes and a polite smile on his face. "You'll be cold too without it."

Peter shook his head, already stripping the oversized wool off and handing it over with a smile. "It doesn't fit me anyway and I'll be warm at school."

The man took it, smile wobbling as he nodded gratefully and pulled the sweater over his head and then over his dog, the pups face popping up out of the neck hole as they shared it. "Thank you. Really, thank you so much. I hate having to keep Riley out in the cold but I can't leave her."

He patted the pups ears as she licked his chin and Peter tilted his head to the side. "I can bring you some blankets and food tomorrow if you want. What kind of dog food does she like?"

The man's eyes shone with unshed tears and he sniffed. "Any. She's not picky. Thank you."

Peter nodded and gave them both a wave, shoulders hunched up to his ears to stave off the wind as much as he could. "Awesome, no problem. See you tomorrow!"

If Tony, Bucky or pretty much anybody that knew Peter had seen him that morning they would have smacked him upside the head. Helping people was great, everyone should give it a go, but when helping people puts you in danger it's not so smart anymore.

By the time Peter made it to school he'd given his scarf to a shivering old lady on the subway and his gloves to a seven-year-old walking to school with numb fingers. He couldn't help it, watching people suffer when he could do something about was like torture and Peter would always put others before himself.

When he finally got to school he was so cold his fingers wouldn't uncurl from his hands and his nose had gone numb. But it was worth it and he'd be fine at school; they had heaters and Ned had the warmest hugs ever. He'd be fine.

"Dude! Did you go out like that?!"

Peter should have seen it coming but it was unavoidable. He apparently had an endless supply of mother hens.

Ned raced towards him, unzipping his jacket and snuggling Peter inside, wrapping his arms around him in the warmest bear hug in the universe.

"Hey, Ned." His voice was muffled against his best friends shoulder and he felt Ned look down at him.

"Where are all your winter clothes? You don't do that great in the cold, Peter."

The arachnid pulled his face out of his cocoon long enough to frown at Ned. "How do you know about that?"

Ned's frown deepened, eyebrows scrunching over his worried eyes. "Mr Stark called and told me to keep an eye on you."

Peter rolled his eyes and went back to his hiding spot, nose warming just enough to make it sting. "Of course he did. I'm fine, we have heaters in class."

Ned wasn't happy about it but relented and he pulled Peter to their classroom, separating from their huddle to sit down.

Usually, physics held Peters attention pretty well but he couldn't concentrate on anything but how cold he was. Even in the heated classroom, he couldn't feel his fingers or toes. For a while his toes had hurt so bad he hadn't wanted to walk any longer but now he couldn't feel them at all.

"Do you want my jacket? You're still shivering."

Ned leaned over to whisper at him, looking worried and Peter shook his head. "No, it's okay, you have it."

Ned didn't look happy but he dropped it. Peter did want the jacket, he wanted to be wrapped up and warm with a hot chocolate and digits he could feel but he wasn't about to take warmth away from Ned.

And he probably would have been fine if the power hadn't gone out. One moment the lights were on and the heaters were humming and the next- the lights snapped off and the heaters went silent.

Mr McCann rolled his eyes as kids grumbled about the dark room, groaning as he picked up his cell phone. "Damn budget cuts. Hang on."

Peter blinked a few times, letting his senses calibrate to the suddenly darker room, the teacher putting his phone back down a moment later with a sigh.

"Okay, powers out and the generators are gone too. They're getting someone in to fix it but it might be a few hours so we're just going to continue."

Peter raised his hand and tried not to sound like he was panicking. "Uh, are you sure we should do that? Isn't it going to get cold?"

Mr McCann looked bored and more than a little irritated. "It's not the ice age, Parker, we'll be fine. Toughen up, would you? Now, eyes back to the board."

There was enough light coming through the windows to continue but the room grew colder with each second that passed. Peter felt what little warmth he had dissipate, replaced with a bone-chilling cold.

"Peter? I really think you should take my jacket."

He looked over at Ned, that concerned look doubled since last time he'd asked and Peter supposed he had a right to look that way. The poor arachnid was shaking so hard his chair was making noise against the floor and his chattering teeth were loud enough that Flash kept looking back at him, annoyed.

Peter did his best to speak without biting off his tongue. "Y-y-you'll be c-c-cold."

Ned pulled the jacket off anyway and shoved it towards him, sounding desperate. "Me being cold won't kill me but you might actually die. Please, Peter. Your lips are going blue and you're freaking me out. Take it."

Peter nodded and Ned practically dove off his seat to wrap it around his friend. Peter did his best to uncurl his arms from his chest and push them through the sleeves but his fingers wouldn't move to do the zip and Ned looked more worried than before.

Peter couldn't meet his eyes. "I c-c-can't f-f-f-feel my h-h-hands."

Ned cursed under his breath and grabbed the zip, yanking it up to Peters chin before rubbing his hands on the boys arms, trying to generate some heat.

One of the girls across from them looked over, eyebrows creasing as she took in the two. "Hey, is he okay?"

Ned looked over and shook his head, hands still rubbing. "He gets sick when he's cold."

Another student leaned over, joining the little crowd gathering. "He doesn't look so good."

Peter squeezed his eyes shut and curled himself as small as he could. He could hear the others talking about him, Ned's voice squeezing with anxiety.

"Maybe we should say something."

"Should we call the nurse?"

"Do you want my scarf?"

"Mr McCann? Peters way too cold. I need to get him home."

The man didn't even turn from the board, hand continuing its sweep across, scrawling equations as he spoke. "Everyone else is fine, he will be too."

Ned tried again, words hardened and serious. "You don't get it, he can't-"

Mr McCann half turned towards them but didn't bother to look, hand pausing as he raised his voice.

"Mr Leeds, if I hear another word from you I'll keep you here after school. Is that clear?"

Ned ground his teeth so hard that Peter could hear it and he forced his words out his frozen lips.

"It's o-okay. I'm n-n-not even shiv-ivering anymore. See?"

He opened his eyes and blinked up at his friend, trying to make him feel better. And if Peter hadn't been so tired he would have recognised, like Ned had, that it wasn't a good sign at all.

Ned kept his voice lowered, leaning close as he shuffled his chair over and pulled Peter to his side. "Shit, Peter that means you're getting worse, not better. I need to call Mr Stark."

Peter let himself be manhandled to Ned's side, that heavy arm wrapping around him and squeezing him in a tight hug. Ned was so warm but with Peters body temperature so low it only stung his skin and made his bones feel like glass.

"Here, take my hat." Gentle hands shoved a hat over his head, tugging the soft material over his ears and Peter heard Neds voice rumble up from his chest.

"Thanks, Jess."

"He can take my hot water bottle." Another pair of hands opened his jacket enough to shove the hot water bottle inside before zipping it back up and Peter instinctively hugged it against him.

Pretty soon he'd been wrapped up with another jacket, his hands shoved into some gloves with some hand warmers pushed into his pockets. But it wasn't working.

He wasn't warming up, his body was losing more heat than he could produce, even with the help he was getting. His core temperature was too low for him to be able to generate any heat.

His mind was growing slow and muddled and he was too tired to do much more than sink into Ned's side.

"Peter? Dude, is it working? You feeling any better?"

The arachnid shifted against the boy but made no indication he'd actually heard what he'd said. Ned looked down at the smushed face against his shoulder and shook Peter a little in his arms.

"Are you awake? Peter, look at me."

Eyes drifted back to the two of them, the kids around them getting worried. Even Flash turned to frown at the boys, mouth set down in a mix of curiosity and concern.

Peter could scarcely understand the words being hissed at him and he replied in kind, mumbles unintelligible and confused.

"Hmmnot...s'too cold, my don't know."

Ned shook him harder, voice rising in panic. "Peter?"

"Mr Leeds-!" Mr McCann hadn't noticed, but Ned didn't care. He needed to help his friend.

"Peter needs help! I need to get him somewhere warm!" He didn't bother waiting for permission, he wrapped his arms around the other boy and hauled him from his chair.

"Come on, we're getting out of here. I'll call Mr Stark and he can-" Peter's feet were numb and clumsy and he tripped, knees giving out as Ned dragged him towards the door.

He grunted in pain at the tight hands on his stinging skin, it was all he could get out. "Ungg Ned."

Even that one mumbled word was slurred and weak and Ned lowered them both to the floor as Peter lay back in his arms. "Peter? No, no, no stay awake, man. Don't go to sleep!"

He didn't want to be awake anymore, everything hurt too much, even Neds voice was fading and he let out a sigh as his eyes slipped closed.


The other kids in their class stood from their seats as Ned held Peter to his chest with one arm, the other fishing for his phone in his pocket. "I'm gonna get help. Just hang on."

Mr McCann was looking over, equations abandoned as the rest of the class gathered around the two boys on the ground, all talking at once.

"Should we call an ambulance?"

"Is he breathing?"

Ned ignored them all and pressed his phone to his ear, squeezing his eyes shut as he waited for Tony to pick up.

"Ned, what is-"

The teenager had never before been so happy to hear the man's voice and a sob burst from his mouth as he began to rock Peter in his arms.

"The heat shut off in class and I tried to help but Peter got too cold. He's going blue and I can't wake him up. I don't know what to do, you have to help him."


Tony stood from his chair, barely noticing its screech across the floor, making the president flinch. "Okay, I'm coming. Ned, just keep him as warm as you can. I'm coming, I promise."

"This is not how you do business. I should know, I'm the best businessman in the world. You better pay attention to me."

Tony didn't bother to reply to the living, dribbling horse shit in the chair as he walked out, already calling Bruce for back up.

"Ned just called, Bruce. Peters hypothermic... Yes, I made sure he was warm enough when he left but he must have- Yeah, I'm going now, meet me there."

Tony hated it when Peter got hurt, every time was like the first time. Panic and desperation clawing up his throat and making every second till he got to the kid feeling like it took forever. But it was always so much worse when it was Peter that got hurt and not Spider-Man. There were no vitals to track, no suit to tell him if he was still alive, no updates to let him know if he'd get there in time.

Tony barely had any information about what had happened or what exactly Peters condition was but he hadn't wanted to drill Ned when he was so clearly freaking out. Tony wasn't sure how Peter had gotten so cold that Ned was in tears if he was at school. Heat out or not, Peter was supposed to be bundled up, he was supposed to be safe in his classroom. What had gone wrong?

He drove as fast as he could, eyes glued to the road and knuckles white as he gripped the steering wheel, concentration shifting just for a second when Bruce's van peeled onto the road after him. They arrived at the school together, cars hastily parked and jumped out of, Bruce running after Tony with his bag of supplies.

"Friday, what class is Peter in?"

The AI in his glasses flicked through the class schedule before she sent up a map of where to go. "He is currently in Chemistry. Block A room 104."

Tony started running, Bruce hurrying behind him, hoping the whole time that he wouldn't be greeted by as bad a sight as his mind was providing.

He wasn't sure how long it took to find them but once he saw the two boys on the ground everything else went from his mind. They were crowded by the other kids in their class, all huddled around trying to help. Ned was kneeling there, Peter in his arms with everyone's jackets piled on top of them. Even Flash was standing over them looking worried as he tucked his jacket under Peter's chin.

Ned looked up at their pounding footsteps, soft cries starting up anew. "He's getting worse!"

Tony knelt beside the two, ignoring the awed gasps and cries of the kids around him. "Jesus, he's blue. How long has he been like this?"

Ned's cheeks were streaked with tears but he didn't make a move to wipe them, arms holding his best friend tight. "About an hour? We tried to warm him up but it's not working. He fell asleep ten minutes ago and I can't wake him up."

Tony lifted a hand to the boy's face, brushing away the tears on his chin that were threatening to drop. "Hey, you did the right thing. It'll be alright."

Ned nodded miserably as Tony looked over to Bruce, his frown of concentration ramping up the mechanics anxiety. "How's he looking?"

The kids around him were backing up and trying to be quiet, aware of how serious the situation was and Bruce kept his voice low. "His breathing's slow and shallow and he's non-responsive. He could already be slipping into a coma. We need to get him to the compound, now."

Tony didn't wait another second, gently sliding his hands under Peter and lifting him from Ned's arms. Jackets and coats fell from the boy and landed on the floor by Tony's feet but he didn't have time to care. "Come on, buddy. Let's get you nice and warm huh? Ned, you're coming with us."

He wasn't about to leave the poor boy sitting there crying now, was he? The teacher had other ideas however and frowned, looking pouty and annoying.

"Hold on a minute, you can't take Ned with you! Peter, I understand under the circumstances but you don't have permission to-"

"These kids were under your care and Peter is hypothermic. I'm not trusting you with either of their lives. He's coming with me!"

The man stepped back, eyes blinking wide in shock and Tony offered an elbow for Ned to hold on to, hands occupied with his precious cargo. Ned gripped him tight and followed as they made their way out.

Tony ran as fast as he could without hurting the kid in his arms. Half his concentration was centred on pushing his legs forward, the other half on counting Peter's heart beats against his chest and the shallow breaths puffing against his neck.

Ned's hand was tugging on his elbow as he tried to keep up and he almost smacked right into Tony when he abruptly stopped.

Because Peter wasn't breathing. Tony held his own breath and waited for Peter to start up again, to cough or gasp but nothing came. The boy was still and blue and although Ned was tugging on his arm he couldn't look away.

Bruce was urging him on, hurried and confused. "Tony, don't stop we have to-"

"He's not breathing." The words fell from his mouth and Bruce sprang to action, voice loud as he dropped his bag to the ground.

"Start rescue breaths!"

Tony had practised it on a dummy once or twice, he even had to perform them on Cap during a mission in Moscow. But it was nothing compared to Peter.

Tony fell to his knees, Ned's hand slipping away from him as the kid cried, Tony's heart breaking right along with him.

He knelt on the asphalt, cold biting through his pants and he couldn't bring himself to let go of the boy. Peter laid back in his hold, propped up with one arm as Tony used the other to pry his mouth open.

"Don't do this to me, kid."

Peter was stiff and frozen but he managed to force his jaw open, blue lips parting and he leaned down and closed his mouth over Peters. He forced a breath into him, pulling back to watch the boys chest fall before going still again.


Ned was sniffling through his sobs behind him while Bruce rifled through his bag for what he needed. Tony tried again, giving two breaths before pulling back. But still, nothing.

"Peter, if you don't start breathing I'm going to ground you until the next century, now breathe!"

He leaned down, breath hitching and catching in his throat before he could give it to Peter. He closed his eyes and pressed his warm forehead against the kids cold one, words whispered and desperate.

"Please, Petey. Don't make me lose you."

He tried again, one last big breath to fill Peters lungs, expanding his chest and lighting up neurons through his brain. And finally, the kid spluttered, gasping in weak, strained breaths.

But he was breathing.

Bruce sighed, hands gripping the handles of his bag again as he readied to stand. It hadn't been more than a minute since Peter stopped breathing but it had felt like forever.

"Keep going, we need to get him to the compound."

Tony's legs shook as he got to his feet, Peters head rolling a little on his shoulder but he pushed forward, Ned's hand tucked in his elbow once more.

Once they got to the van, Bruce threw the doors open, ushering the others inside. It was set up like an ambulance and Tony quickly laid Peter out on the stretcher.

He was stiff in Tony's arms and it took Bruce's gentle hands on his cold limbs to get him straightened out and even then his limbs tried to curl up.

Tony grunted with effort as he tried to keep him laying flat, Neds shaking hands offering their help at Peter's ankles.

Bruce was already snapping his gloves on and getting to work, words quick and breathless. "His vitals are too low, Tony I need you to drive."

He didn't want to leave either of the kids but Peter couldn't get the level of care he needed if they stayed in the parking lot and so he jumped out and raced to the front.

Tony pulled them out of the parking lot, with no thought to his own waiting car, and sped them towards the compound as smoothly as he could manage.

Tony was an excellent driver and he knew he needed to keep his eyes on the road but he couldn't pull his gaze away from the rearview mirror.

Bruce was muttering to himself as he fitted an oxygen mask to Peter's face and lifted the boys' shirt enough to attach monitors to his chest.

He clipped a pulse ox to his finger and turned to Ned. "I need you to hold his arm flat so that I can get an IV in. Can you do that?"

The kid nodded and wiped the back of his hand over his eyes before taking his best friends wrist in his grip. He grunted, pulling Tony's attention away from the road again as he clenched his teeth with effort. Peter's muscles were fighting to contract and Ned was having trouble doing as Bruce asked.

"He's too strong. I don't know if I can hold him."

Bruce nodded to himself and pulled something from a shelf, attaching it to the side of the bed before pulling it across Peter's waist and over his wrist where it attached to the other side of the stretcher.

"What's that?"

"Reinforced restraints. It'll keep him still and flat for me while I treat him. It's okay, it won't hurt him."

That wasn't entirely true. Every touch on Peters skin was painful but he wasn't awake to feel it.

Ned let go of Peter's wrist and sat on one of the seats against the wall as Bruce placed the IV.

He wasn't sure if Peter was going to be okay but he didn't want to disrupt the doctor's concentration and his eyes found Tony's instead in the mirror.

He held his gaze for a moment, all the worry he felt reflected in those brown eyes before Tonys' flickered away again, back to the road.

He wasn't sure if Peter was going to be okay, but he knew Tony Stark would do anything to make sure he was.