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Love Comes Free

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May isn’t expecting the phone call. But as soon as she hears Pepper’s voice - raspy and cracked with coughs though it was - she knows her time has come.

“Listen, I hate to bother you, but Tony needs a favor,” Pepper says-- May hearing her turn away from the phone briefly to cough into her elbow. 

It’s just enough time for a deeper voice in the background to protest, “I don’t need a favor because I don’t need any help!”

“He definitely needs help,” Pepper deadpans, May chuckling.

“What can I do for you two?”

Pepper sighs. “Well, as I’m sure you know, Peter and Michelle are heading off to her family reunion this weekend, and we’re supposed to take Ben. But Morgan came home with a bad cold two days ago, and now I’m afraid I have it too.”

“Oh no, I’m so sorry to hear that,” May says sympathetically, even as she grins. 

She had frankly been more than a little put out that Peter and Michelle had asked the Starks and not her if they wanted to watch Ben during the couple’s first night away from their son since becoming parents. But when she had tried to gently bring up her reasons for why it would make far more sense for little Ben to stay with her - not least because she lived only ten blocks away and babysat him for at least a few hours every week - Peter and Michelle had exchanged an amused, knowing smile.

“No need to be jealous, May,” Peter said with forced lightness. “We’re just trying to make sure Ben gets adequate time with all of his grandparents, that’s all.”

“Oh please, I’m not jealous,” May replied with a wave of her hand, feeling extremely jealous.

But who could blame her? After all, two whole days with her 6-month old grandson all to herself? The Dream

Yet she let it go after that, not wanting to give even an iota of credence to the ridiculous notion everyone in their extended Avengers family seemed to have that there was a mutual rivalry between her and Tony when it came to trying to win the lifetime achievement award for Ben’s Favorite Grandparent. 

(Nevermind it was absolutely the truth. But better to let Tony’s crazy antics take center stage, May figured, while she worked quietly behind the scenes to ensure she’d come in first place-- Tony’s extensive plans for over-the-top birthday parties and annual family vacations to Disney World be damned. Because what May didn’t have in shiny tech and endless cash she made up for in proximity, availability and determination. Besides, no Parker child was going to grow up too spoiled-- Michelle would see to that. Yep, safe to say that Grandma May had this in the bag.)

Now, on the line with a clearly ill Pepper - and apparently, a very disgruntled Tony - May continues, “Do you need me to take Ben for the weekend instead? I babysit him all the time in the afternoons, you know I’d be more than happy to--”

“Absolutely not, I will not be shown up again, not after what happened at Christmas,” Tony forcefully interjects. “FRIDAY, end call.”

“FRI doesn’t exist out here, dad,” May hears Morgan chime in with a congested tone, her words followed by unintelligible grumbling from Tony.

Pepper sighs, only to cough again. “For better or worse, Tony is adamant he still get to babysit Ben--”

“It’s the principle of the thing, Pep! I hardly ever get the chance to--”

“So instead he’s willing to compromise ,” Pepper continues with emphasis, “and have you come out here to help for the weekend while Morgan and I stay at our compound suite. Only if you’re free, of course.”

May can barely hide the smug glee in her voice as she carefully replies, “Well, I did have a few plans, but I can cancel easily enough. After all, there’s nothing I wouldn’t do for my grandson or Tony, and especially if he needs my expertise.”

She smirks when her words are followed by a pause. No doubt Pepper is busy glaring at Tony while he rolls his eyes and motions for her to say no.

“Thank you for agreeing, we really do appreciate it-- both of us,” Pepper finally replies, May knowing her words are meant just as much for her husband as for May. “We’ll see you tomorrow morning, then? Peter and Michelle should arrive in the early afternoon to drop off Ben on their way to the reunion.”

May grins. “I’ll see you then. And don’t worry, I’m sure the three of us will have a lovely time together.”



As soon as May pulls into the driveway, she has to hold back a laugh - immediately seeing Tony standing on the porch, hands gesturing as if in a shooing motion.

May rolls her eyes before turning her car off and unbuckling her seatbelt, opening the door as she hears Tony say, “Change of plans, May. We’re good. Your services are no longer required.”

“Don’t listen to him,” Pepper says, shuffling in from behind him as Tony whirls around, saying, “ Pep , we talked about this.”

“No,” Pepper’s voice is firm, May grabbing her purse before closing the car door, “ you talked about it. Non-stop. For the past thirty minutes.”


“You feeling any better?” May interjects, forcing her expression to be neutral as Tony turns and scowls at her - feeling as if she was in high school again, arguing with Bobby Limmons in her government class. 

There was an art to competition, just as much as there was wit. May wouldn’t ever try to claim that she could compete with Tony Stark when it came to science, physics or whatever the hell else a retired superhero got into.

But beating him at his own game? Being the cool, mature adult in the situation? That’s something May could pull off in spades.

If Pepper catches on to what she’s doing - which May has no doubt she has - she’s happy to play along, sending her a smile as she says, “Not quite. Morgan and I are about to head out now.”

“Pepper, this is ridiculous,” Tony whispers, clearly trying to maneuver Pepper back into the house when Morgan shows up behind them.

Even sick, Pepper is the epitome of grace but Morgan looks as if she’s still undergoing the worst of it - eyes red-rimmed, long brown hair done in a messy topknot and cheeks looking slightly puffy. The teenager sniffles, adjusting the backpack strap on her shoulder as she says, “Dad, please stop being like this.”

“Like what? A concerned husband and father who is perfectly capable of taking care of my family and my grandson?” Tony asks lightly, May’s eyes narrowing at his intended inflection.

Morgan just sighs, pushing past the two of them and stomping towards Pepper’s car as May shoots her a sympathetic smile. 

“I’m sorry to hear you’re not feeling well, sweetheart.”

Tony grumbles something that May doesn’t catch, Morgan giving a half-smile back as she wipes her nose with the back of her jacket.

“Thanks,” she says sullenly, May smiling again as Pepper walks down from the porch - Tony trailing not too far behind.

“Pep, honey. Come on, I can handle this,” he says, May hearing the pleading in his voice. She takes a small step towards the house as a way of giving them a moment of privacy, only for Tony to turn to her and say, “May, it was good to see you. But you can head on home, it’ll be fine.”



Dad .” 

May, Pepper and Morgan all speak at the same time, Tony realizing in real-time that he’s outnumbered as his shoulders sag. 

Pepper smiles, brushing some hair behind his ear before saying, “Play nice. You and May love each other, remember?”

“Of course we do,” May says, Tony shooting her a look as she smiles, “which is why I’m more than happy to be here to help .”

Tony presses his lips together, May seeing the argument building in his eyes when Pepper brings his attention back to her - a gentle hand on his cheek that causes him to immediately deflate when he catches the look in her eyes. 

“And we are very grateful for that help. Right, Tony?”

It takes all of May’s self-control not to burst out laughing at the complete chagrin in Tony’s voice as he replies, “Yep. Very grateful.”



“So glad you two are able to get along to do this,” Peter says as he deposits Ben into the Pack-‘n-Play Tony already had set up.

When neither of them answer, Michelle glances to them - May catching the way her eyes dance between her and Tony before saying, “You guys are going to be okay right?”

“Yeah, totally kid you got nothing to worry about,” Tony says with a hand wave, ushering the two of them to the door.

“Of course sweetheart. Tony and I love Ben, you know that,” May adds, Peter standing up as Ben starts to babble to himself.

“Sometimes I wonder if you guys love him a little too much,” he says, looking to Michelle before saying, “maybe we should take him with us. It’s not like Lisa and Nina wouldn’t like to spend time with—“

“No, no, no,” May says, bringing Michelle into a hug, “you all are supposed to have fun . Taking care of a baby at a ski lodge is the exact opposite of a vacation.”

“And trust me kid, you look like you need a vacation,” Tony quips, Peter rolling his eyes.

“That’s rich coming from you . You’re retired and yet still show up at the compound for Avengers meetings every two weeks.”

May’s surprised to hear that, Tony waving a hand again as he says, “When you get back, we’re gonna have a long talk about your total inability to keep your mouth shut.”

“Funny that you think that’ll ever change,” Michelle says with a smirk, Peter scoffing as the three of them laugh. It’s just what’s needed to lighten the mood, Peter and Michelle shooting furtive glances towards Ben before they try and sneak out. 

As soon as they’re closer to the door - Ben still completely absorbed in some plush toy before promptly stuffing it into his mouth - Michelle whispers, “Are you guys really sure you can do this? Happy is—“

“On a much needed vacation and,” Tony puts a hand up towards Peter, “before you ask, Rhodey’s on official War Machine business this weekend.”

Both Peter and Michelle look unsure, May quickly affirming them as she walks forward and says, “We’ll be fine . Promise. Love you both, text me when you land.”

“Text us ,” Tony corrects, May side-eyeing him. It’s another five minutes before they finally leave, saying their goodbyes. Peter looks slightly relieved as he slips his hand into Michelle’s to lead them back to their car, Michelle looking torn between mildly concerned and exhausted.

Something clenches in May’s heart as she watches the two of them go - memories flashing of all the times she used to watch them go off on dates, on their honeymoon and now here as parents , leaving Ben overnight for the first time and sensing both the anxiety and the relief attached to that moment.

Tony and May stand in silence as he closes the door, the two of them glancing back to Ben who is now gnawing on some soft playbook - looking every bit of the adorable angel that he always had been when May watched him.

“I thought James was on leave this weekend,” May says, turning her attention back to Tony.

Tony laughs, folding his arms as he says, “Yeah, he is. Said I had to handle things myself for once in my life.”

May smiles, mirroring his stance as before saying, “Well, it’s a good thing you’re not by yourself.”

Tony rolls his eyes, May grinning at the sheer thrill she feels just then - wondering when competing with a billionaire ex-superhero over who was the best grandparent became the highlight of her days.

“I solved time travel. Everyone’s being ridiculous,” he scoffs, “I can take care of a baby for a few nights.” 

May just smirks, Tony staring at her straight on.

“We’ll see about that.” 



For the next three hours, May begins to wonder what everyone was worried about in the first place. 

Ben is the easiest baby to entertain namely because he’s relatively absorbed in his own little world - May begrudgingly accepting that for as annoying as Tony’s excess can be at times it is useful now, no shortage of toys for Ben to get his little hands on.

Despite what everyone around them seems to want to believe, May and Tony are truly friendly with each other - a relationship now borne less out of necessity but familiarity, years between them that make even the silences comfortable.

As Tony prepares dinner - Ben now out of the Pack-’n-Play and crawling around the living room- May flips the channels on the Stark’s massive television, thinking back to when a time like this between them had felt impossible.

May had been none too happy that Tony Stark had not only taken her nephew overseas without her permission but then proceeded to lie to her for months about his late night activities. She could think of it fondly now, if only to keep her from remembering how much it terrified her - to think that Peter was putting himself at risk and that the only person who could be there for him wasn’t just a stranger, but a well-publicized disaster.

Tony had surprised her in the years since that day - knowing that for him it was much longer, the five years that the world had been Blipped being something none of them talked about more than what was necessary. 

If she was honest, May liked Tony now - even if his over-the-top antics concerning Ben fueled some kind of primal instinct in her. It was childish and a little immature, for the both of them, but there was enough genuine love between them that it never went too far.

May’s thrown out of her thoughts when Ben stops crawling, a weird look on his face before it turns into the tell-tale sign that he’s about to cry.

“Hey Benny boy,” May says soothingly, trying to deflect his attention as she lifts herself up off the couch and reaches for him. “You wanna go snoop around Tony’s office?”

“No snooping! I do not give you permission to snoop!” Tony calls out, May laughing to herself as she lifts Ben up - only for Ben to immediately burst into tears.

“What the— what happened?” She hears Tony say, May frowning as she bounces Ben slightly, rubbing her hand up and down his back as she coos, “What’s wrong, bug? It’s okay, Grandma’s here.”

Ben starts to cry even louder, his hands waving in the air - the cry so loud and piercing that it’s overwhelming, Tony immediately by her side.

“What happened? What’d you do?”

“Seriously?” May glares at him, Tony looking contrite as she continues, “I didn’t do anything, he was crawling and then he just—“

She’s cut off by an even louder wail, Tony immediately putting his hands out for Ben.

“Let me take him.”

Tony —“ 

“You know where he was crawling. Maybe there’s something there. Let me take him,” Tony says more affirmatively, May going to argue only for Ben’s wail to cause both of them to flinch. She hands him over, Ben’s cries turning into screams as she glances towards the living room floor - Tony resuming her prior shushing notion as she kneels down.

“Anything?” he asks, May shaking her head as she feels around the soft carpet.

“No,” May says, turning back to Tony. “It’s almost time for him to eat, maybe he’s just hungry.” 

“And so he just started screaming?” Tony asks incredulously, May frowning as she sits up - catching the way his eyebrows furrow.

“Something’s wrong,” she says, Tony huffing as he sarcastically says, “Yeah, I got that.”

May goes to say something more only for Ben’s screams to drown her out, immediately feeling out of her depth. When she sees the look on Tony’s face, May can tell she’s not the only one - the dismissive claims they’d both said to Peter and Michelle that everything would be fine coming back to mind.



“Hey May, how’s everything going?” 

May smiles, hoping that her worry doesn’t give her away as she looks at Peter’s face through the video call. 

“Good. I mean, you know Tony,” May says noncommittally, getting the intended reaction as she hears Michelle laugh in the background.

Her face comes onto the screen, smiling as she says, “Exactly, which is why we called.”

Peter grins, shaking his head before asking, “Where’s Ben? Would’ve thought you and Tony would be battling for dominance for bedtime.”

May laughs, a little forced but recovers just enough to say, “Currently being swaddled to kingdom come. I swear, the man thinks that since he invented time travel that he’s a genius.”

“He is a genius,” Peter deadpans, Michelle laughing even more in the background and saying something that May can’t decipher. 

May changes the subject, moving to close the door of the guest bedroom she’s in as Ben continues to wail - hoping Peter didn’t catch it as she asks, “How’s everything over there? The flight okay?”

She can see some of the tension in Peter’s expression loosen as he exhales, spilling out the mundane details in the way that he knows by now she enjoys hearing. 

But even as Peter chatters about the turbulence on their flight and the wait at baggage claim, Ben’s muted cries in the background cause her jaw to tighten - not even realizing she’s grinding her teeth until Peter says, “May, are you sure everything’s okay?”

“Everything’s fine , Peter,” May is quick to affirm, knowing that neither Peter nor Michelle would be able to relax if she didn’t.

Things weren’t fine - far from it, Ben having cried nearly non-stop for hours now. It didn’t seem to matter what they did, nothing would soothe him. May had tried feeding him, Tony dancing and singing to him, swapping back and forth and getting more and more frustrated every time. 

There was no rhyme or reason to it, as if something switched in Ben that had turned her sweet angel of a grandson into a tiny, screaming terror. 

But for as exhausting as the last few hours had been for the two of them, it’s nothing to the exhaustion she can see written all over Peter’s face - a clear mix of his late night activities and the tell-tale sign of any new parent weighing on him. 

Michelle pops back onto the screen, a look on her face that shows that she doesn’t quite believe May’s protestations any more than Peter does as she says, “He really fights going to sleep at night. Nap time is fine but if you guys are having any trouble--”

“Don’t worry about us, we’ll be fine. All you two should be worried about is enjoying yourselves.” 

Neither Peter or Michelle look entirely convinced but May just smiles, hoping she’s more reassuring than she feels as Ben’s wails continue to ring out in the background. 



“Ben, shhh. Shhh, it’s okay. It’s okay,” May murmurs, Ben’s little body shaking from the force of his hiccupping cries. He’s nearly spent from tears, a devastating wail that aches at May’s heart - even more so because of the frustration that it was well past midnight and neither her nor Tony were any closer to figuring out what was wrong.

“What if it’s colic?” Tony says, thumbing through his cell phone as May snaps, “Are you googling right now? I thought you were going to try another bottle.”

“We tried a bottle an hour ago,” Tony snaps back, “And unless you have any better ideas--”

“Don’t start,” May whispers harshly, reaching the end of her limits and sensing from the look on Tony’s face that he was just at his. 

Their ‘rivalry’ was always friendly, tinged with the kind of banter that May knew was a kind of love language between them.

But this, snapping at each other back and forth after hours of relentless tears - mostly from Ben - was making May reach her breaking point.

Hot baths. Swaying. Passing him back and forth. Nothing was working - to the point where May was beginning to wonder if this was just a taste of what Peter and Michelle went through every night. 

It was daunting enough that for as aggravated as she was currently, May could be thankful that the two of them could get a well-deserved break - especially if this was the nightly routine the couple had to endure for the past six months. 

“Maybe he’s teething,” Tony says through gritted teeth, May watching him pinch the bridge of his nose - no doubt trying to fight a migraine from the way he winces as Ben lets out another piercing wail. 

“Go,” May says, “I got him.”


“Tony, if you end up with a migraine how is that going to help either of us?” May whispers, Tony bringing his hand down and looking at her. 

She brings her attention back to Ben, his little face burrowing into her neck as tears and snot all intermix - May gently rocking him back and forth.

“Fine,” Tony says, sounding more resigned than anything. “I’ll be in the living room if you need me.” 

May doesn’t answer, turning away as she continues to sway - Ben’s face just burrowing even further into her neck as he chokes out another sob.

“Please sleep, bug. Please, please go to sleep,” May whispers to him, hearing the soft click of the door as Tony leaves. 



It’s nearly three in the morning when May finally emerges from Ben’s room, very carefully closing the door before leaning against it, more exhausted than she can remember being in a long time.

She quietly makes her way downstairs, only to see Tony sitting on the couch, looking just as tired as she feels when he glances up at her expectantly. 

With a sigh May all but collapses on the cushion next to him. “He’s out. Finally .”

Tony takes a deep breath, leaning back and closing his eyes. After a few moments he turns his head to look at her, an almost somber tone in his voice as he softly says, “You’re a real natural, you know.”

May snorts. “Me? A natural with kids? Don’t be ridiculous.”

Tony shrugs. “Well, you’re obviously better with Ben than I am, at the very least. He wouldn’t stop crying the entire time I was holding him.”

May just shakes her head at that, fighting the urge to roll her eyes when she says, “Peter didn’t come to live with us until he was six. Believe me, if one of us is going to be better at this, it’s going to be the one who has actually cared for an infant 24/7 before. Why do you think I have to work at this so hard? No way can I compete with that kind of experience.”

Tony looks away, May’s brow furrowing at the expression of something far too close to guilt she sees on his face. “What’s wrong?”

He doesn’t answer at first, May’s concern increasing as she watches his eyes turn glassy. She’s about to press him to share again when he finally speaks up, voice thick.

“Has Pepper ever talked to you about what I was like, those first few years after the blip?” Tony asks. At May’s silent headshake, he continues, “Well, to put it mildly, after Peter and you and everyone else died-- I was a fuckin’ mess, May. Angry, depressed, hopeless. Just about the only thing that brought me any joy was the idea of me and Pepper having a baby together.”

He laughs, though May can’t help but hear the sadness in it as he says, “I actually brought it up to her the morning of the attack, right before everything went to shit, which is why I was certain - even if Pepper had to be convinced - that I wanted a kid for all the right reasons. And I did have all the right reasons. But I also had really delusional ones too.” Tony pauses, biting his lip. “I just missed Peter so damn much - missed having a kid to look after, to take care of, to watch grow up - and, well… I guess part of me thought that if Pepper and I had a baby, that maybe--maybe I wouldn’t be so sad about the kid I lost.”

“Oh, Tony,” May whispers, her own eyes welling up as she watches a tear fall down his cheek.

“But that’s not how it works, is it?” Tony says, a dismal chuckle escaping from his clogged throat. “You can’t just replace one child with another one. And I swear to god, May, when Morgan was born-- I was happy, so happy, and I loved her so much… but I was still just as lost in my grief over losing Peter. Maybe even moreso, because I finally had to accept that there was no magic bandaid for the deep pain his death left me with, and that I had this--this darkness in me that wasn’t going away any time soon. And after realizing that, I became scared of passing it on to Morgan, so I just… I avoided…”

Tony trails off, closing his eyes and pinching the bridge of his nose. “I was as present as I could bear to be, but that first year or so, I just-- I wasn’t there, not really. I mean, thank god for Pep. She had every right to walk out the door and take our daughter with her-- but she didn’t, despite having a terrible excuse for a husband. Especially since I was the one who pushed for having our own kid in the first place.”

“Oh Tony,” May says again, her breath catching on a small, silent sob. She’s not sure if it’s the late hour, the exhaustion between the two of them or a mixture of both that’s prompting this - the muted lights in the living room casting shadows over Tony’s face as he shakes his head again. 

“I guess part of why I get so competitive with you,” Tony continues, “is that I’m trying to do it right, this time around. I lost Peter, and then I fucked up early on with Morgan… I just really wanted to get it perfect now, y’know? Be the number one grandparent from the get-go, as some messed up way of atoning for all the times I was a shit dad and mentor.”

Tony chuckles mournfully again, shaking his head before looking back over to May with a resigned smirk.

“Should’ve figured I never stood a chance, not against the likes of you.”

May gives a tiny smile back but doesn’t say anything, trying to gather her thoughts. After a minute or so of silence Tony lets out a long, deep breath.

“Well, I guess we should try to get some sleep while--”

“I resented him, you know,” May interjects, Tony looking at her in confusion. 

“When Peter first came to live with us,” she clarifies, “I resented the hell out of him.”

Tony’s eyes go wide with disbelief. “What? You? No way, I don’t believe that.”

May shrugs, smirking. “You know how some women know from a young age that they’re meant to be mothers? I was the exact opposite. Part of what first appealed to me about Ben was that he also seemed so certain he didn’t want kids, which was pretty rare to find in your twenties. But we did find each other, and after we got married, we intentionally built a life as a child-free couple.”

May pauses, lost in her memories for a moment before continuing, “The plan was always to live frugally and work hard so we could keep doing the things that we really wanted to do-- things like travel the world, and eat out at nice restaurants, and come home as late as we felt like on the weekends we went out with other child-free friends.”

Tony laughs. “Yeah, I relate to a bit of that.”

“But, then, out of nowhere-- Peter dropped into our lives,” May continues. “And it wasn’t just that suddenly everything changed, though it did. It was also that I had this feeling of-- loss, I guess. This sort of grief over the fact that the life I wanted for myself - that Ben and I had tried so hard to build and maintain - was effectively over. But at the same time I absolutely hated that I resented Peter for that too, y’know? I mean, what kind of monster resents a little boy whose parents just died? But I did, and even trying as hard as I could to hide it, it still took a long time for me to really bond with him, and to--to accept that darkness in me, as you put it.”

Tony nods in understanding, May mirroring him as she continues, “I really thought I had it under control, that I'd come to terms with it. But then I got the call from the police station that Ben died, and you know what my first thought was? My first thought was that it should have been me. Not because I wanted Ben to live with my death instead of me losing him, but because--because I knew that Peter needed Ben more than he needed me. Because even though he never wanted kids either, Ben didn’t have that same darkness in him that I carried.”

She glances up at Tony, who is watching her with sad, knowing eyes-- May feeling immensely grateful that he doesn’t try to reassure her or tell her she’s wrong for seeing the truth as she does.

“But no amount of wishing was going to change the fact that Ben was dead,” she continues, looking away. “So once again, I pushed the darkness down. Not always successfully, and I definitely fucked up more than a few times, not least of all by missing the fact that Peter was running around as Spider-Man.” May pauses to chuckle, shaking her head at herself before sobering again. “Yet even though it never came naturally, my heart did eventually grow to fit being a single parent, just like it grew to fit being a parent before that. Not because I became perfect at it, but simply because I loved Peter, and because I was all he had, and because despite all my flaws, he loved me too.”

May turns to look back at Tony, smiling softly. “I guess the point I’m trying to make is-- there’s no competition between you and me, not really. You have to know that. Because for as much as I might seem like I have it together as far as Peter and now little Ben are concerned, we’re not actually all that different. I still carry the memory of that darkness, and I still have to wrestle with it sometimes, just like you. And at the end of the day, we’re both going to feel we fall short sometimes because of it.”

May reaches out to where Tony’s hand rests on his thigh, patting it softly before lightly squeezing his fingers, smiling widening as she says, “But what’s important is that we know we’re in this together, along with a bunch of other people who love Ben.”

Tony smiles, twisting his hand around beneath hers until they’re palm to palm and squeezing her fingers back. “We’re really lucky, May.”

“That we are, Tony,” she agrees. “And now, we can finally go to bed. God knows we’ve earned it.”

Tony nods in agreement. But he doesn’t get up to move, and neither does she. 

Instead they linger, holding hands and taking comfort in the knowledge that only a mutual understanding between two people brought together by love can bring.



May feels the sunshine on her face before she sees it, blinking a few times before taking in the empty living room. 

She turns to where Tony had been a few hours before to find that he’s gone, looking down at the blanket that he’d clearly draped around her. May stretches a little, letting the blanket fall only to tilt her head - noticing not only the lack of Tony but of something else entirely, a sound that she’d grown so accustomed to in the past twelve-plus hours that its absence was notable.

It wasn’t too far off to think that Ben was still sleeping but May wasn’t convinced, moving the blanket to the couch and quietly making her way down to where Ben’s room was supposed to be. 

Yet as soon as she arrives, slowly pushing the door open - May’s surprised to find that it’s empty, her heart beating a little faster as she turns only to see Tony pop out of the room that Peter and Michelle usually stay in. 

“Morning,” he says, May’s eyes immediately widening and going to shush him only for Tony to smile and say, “It’s okay, Ben’s awake.”

May is flabbergasted, the silence of the cabin only furthering her confusion as Tony waves her towards Peter and Michelle’s room. 

She follows after him, pausing when she sees Ben in the middle of the room, contentedly babbling to himself just as he usually did with one notable difference. Ben was outfitted with the most ridiculous looking set of headphones, just tiny enough to cover his ears without overwhelming him yet the pads over them being so comically large that all May could do is turn to Tony in baffled amusement.

“Tony what the hell--”

“I had to figure it out, May. So after you started snoring, I got to work,” Tony says, playfully hitting him on the arm as he laughs. “Ben started crying again not even an hour later, I’m surprised you didn’t hear it.”

May shakes her head, looking to Ben and his little headphones as he reached for a play block. 

“Too tired I guess. What’s with the…” she gestures towards the contraption on her grandson’s head, a gleam of excitement rushing through Tony’s eyes.

“Ben and I were having a little chat, which consisted mostly of him screaming while I begged for him to go back to sleep. I was pacing around the cabin and as soon as I stepped into Peter’s old room,” Tony snaps his fingers, “it stopped.”

“It stopped?” May asks, her mind still a little too sluggish for the early hour and the prior day’s exhausting events.

“The crying. Ben just stopped as soon as I was in the room. Did a little test run, popping in and out just to see if I wasn’t hallucinating.”

“He just… stopped?” May asks again, Tony excitedly shaking his head as the dots start to fall into place as May looks around the room - a sinking feeling in the pit of her stomach as she turns back to Tony.

“Didn’t you do something to Peter’s room? To help with the—“

“Soundproofed it. Quietest place for miles,” Tony nods again, smiling as if he’d solved the greatest mystery in the world rather than uncovering the second most terrifying piece of information May’s ever learned in years. 

Tony . Ben has powers ?” May asks, Tony motioning towards their grandson - just as Ben looks to them and waves his hands around, excitedly babbling as he starts to crawl.

“Super hearing at least. Should’ve guessed it was sensory overload, Pete used to get it really bad out here. Said something about how different it was to city noise,” Tony motions towards his ears as Ben makes his way to May, reaching up for her as she leans down to pull him into her arms.

“The city’s like static,” May says, remembering Peter’s own explanation from all those years ago, “easier to block it cause it’s everywhere. Can’t block it out if there’s no other sound.” 

“Bingo,” Tony says, leaning closer as he smiles at Ben, who is now giggling at the two of them as he babbles something completely incoherent. “Ben here just needed a little something to help drown it out.”

“Oh, bug,” May whispers to Ben, adjusting her grip to push some of his curls out of his face as Ben gives her a toothless grin, “yesterday must’ve been awful. I wonder what set it off.”

Tony shrugs. “Who knows? Took next to nothing when Pete would come around. But,” he gently ruffles his hands through Ben’s curls, May catching the soft smile on his face out of the corner of her eye as he says, “at least now if he cries we have a better chance of figuring out why.”

May smiles again, only for it to hit her - wondering for a half-beat if Tony had considered the full ramifications of this particular invention as she asks, “Tony, what are we going to tell Peter and MJ?”

May watches in real-time as Tony’s smile starts to fall.

“Shit. Uh, well… I’d say that’s a job for the world’s greatest grandma.”

May rolls her eyes, Ben giggling at the two of them as she says, “Oh no you don’t. If you think for one second I’m—“

“Oh? What’s that, FRI? Phone ringing?” Tony interrupts, quickly making his way to the door. “Can’t talk, we’ll put a pin in it. Love you May, you’re the light of my life.”

Tony !” May calls out but he’s already gone, no doubt going to have his own mild freakout before May corners him into figuring out just how the hell they were going to tell Peter and Michelle about Ben.

Ben for his part is completely amused, blowing raspberries at May as she smiles.

“You’re just full of surprises aren’t you, bug?” May whispers, laughing to herself at what had been until this morning a fairly innocuous nickname.

The memory of the day she found out Peter’s secret comes back to her, and she feels that same rush of terror of what this new development could mean for Ben’s life, much less the existential horror that Peter and Michelle will both be feeling. 

But there’s a new comfort that May has - swaying Ben back and forth as he babbles - the recognition that unlike all those years ago, May knows she has someone else to be there right along with her.

Tony comes running back into the room then, his face pale and eyes looking terrified as he holds the phone in his hand - May pausing when he squeaks out, “MJ’s on the phone.”

May barely holds back a laugh, Ben’s little coos still in the air - a sense of peace flowing through her even in the midst of uncertainty.

“Come on, grandpa,” she says, only to smile when Tony raises an eyebrow at her.

“We’ll be fine.”