"What the fuck?"

Peter jumped. Well, actually he leapt into a spinning flip that had him standing on the ceiling while facing his open bedroom door. Aunt May stared at him through the frame, jaw dropped.

Dammit, Pete, you need to get better at this whole secret-identity-is-a-secret thing.

"Aunt May!" Peter said, "This - uh - this isn't what it… looks… like?"

This might have been more convincing if you weren't standing on the freaking ceiling, dumbass, he thought to himself.

Oh shit, that's right, himself replied. Peter flipped down to the floor, landing back on his feet. Aunt May's jaw was still slowly making it's way to the floor. He tried to cover his suit with his hands.

"What-" Aunt May began, but Peter was already talking again.

"It's a Halloween costume! Yeah, uh, Ned and I were getting Halloween costumes for this party Flash is throwing and-"

Aunt May gave Peter that look that said seriously, dude? and held up a hand.

"Peter, it's June. No one shops for Halloween costumes in June. Also, don't you, like, hate Flash Thompson?"

Peter began to stutter another quick response. "Well - uh, I mean, Ned-"

"And lest we forget," continued Aunt May, somehow already turning the snark back on, "you were on the ceiling, Peter."

Shit. "Um… it's a really good costume?" May let out an exasperated breath of air.

"Peter, I'm not stupid. Tony Stark, freaking Iron Man shows up in our living room about an internship you didn't tell me about and all of a sudden you start doing all this weird stuff?" Pete winced at the memory of walking in on Tony sitting with his Aunt on the couch. "You sneak out at night; you skip detention; Christ, you quit marching band!" She stepped into his bedroom as she talked, gesticulating around as she grew more agitated. Peter stepped back and half-fell-half-sat on the bed.

"And now I come home and see you in that… outfit and you're upside down and you say it's for a Halloween party in June?"

Pete winced again. Here it comes.

"Peter, what the fuck were you thinking?"

This is why Peter didn't want Aunt May to find out in the first place. He loved her with all his heart, and he knew she loved him back, which was why he'd decided she couldn't learn about his extracurriculars at the Stark Internship Program. She'd never let him do this if she knew. And, another deeper part of him said, you can't afford to put her in that kind of danger.

And yet here he was, and there she was, and he was in his suit and she was yelling at him and he didn't know how much more of this he could take before his years of conditioning overran his newly-found confidence and he bolted from the room. He could feel the tide of black tearing at his walls, reminding him of how he was weak and stupid and not worth spit and-

"Why?"

Pete looked up. Aunt May had stopped shouting and now stood stock still in the center of his messy room. She just stared at him, hands at her sides, a look of worry and anger and confusion and hurt on her face.

He'd seen her wear that expression one other time, on the couch in the living room, opposite the uniformed police officer who'd come to their door that night eight months ago.

"Why do you do it, Pete?" May was quiet now, her furious energy spent and her eyes starting to water. "Why do you put yourself at risk like that? Do you even realise what it would do to me if I lost you? After-" She choked up.

Peter mumbled something May couldn't hear.

"What?"

Peter spoke again, still quiet and slow but now audible.

"'With great power comes great responsibility.'"

May's eyes widened while her jaw tensed. Her back was ramrod-straight. One tear fell down past her glasses onto her cheek. She knew that phrase; she'd heard it every day for seventeen years. Peter was staring at his feet, elbows resting on his knees with his head cradled in his hands.

"It was the last thing he told me, yaknow? I'd gotten my powers a couple weeks before and I guess he knew something about me had changed and he just…"

May pulled over the chair from Peter's desk and sank into it carefully.

"He dropped me off at school that day. Told me he wanted to go into Hell's Kitchen to try and grab a photo of the Devil. And he told me that right before I got out of the car and I was feeling so… so…"

Stupid. Angsty. High from my powers.

"And I just kinda left him in the car." He looked up at Aunt May. "I don't remember if I said goodbye, yaknow? Like, I honestly just cannot remember if I even responded to what he said." Aunt May covered her mouth with her hand, tears now streaming down her face. Pete looked down again and took a deep breath.

Shit.

She deserved to know.

"I was walking home from school and I saw this guy steal a woman's purse. Just the sort of stuff that happens in Manhattan all the time, yeah? Rich woman comes midtown and flashes money around before she gets her purse snatched. And I was so wrapped up in my head that when the guy ran past me I didn't do anything." He clenched his hands, digging his nails into his palms til it almost hurt.

"I can climb walls. I can run faster than most cars in this city. I dunno if I can leap tall buildings in a single bound but I can jump the fence at school without a running start. And I just stood there, Aunt May. I didn't grab the guy or stick out my foot to trip him or anything. I just…" There were tears in Peter's eyes now too. May was staring at him now, but he didn't even see her.

"I got home that night after testing out my powers some more and I…" He couldn't finish. May nodded, a gasping sob emerging from behind her hand. She remembered it perfectly: the officer at her door; her chest tightening as the policewoman spoke to her from across the living room couch; Peter standing in the door, frozen, before sprinting back outside.

"I followed the cops to where the guy was holed up, some apartment building in lower Manhattan. He still had a gun and the police didn't want to start a firefight 'cause of all the people still inside. I… I got to him and…"

Peter's eyes were closed as tight as his throat. He looked up to meet May's eyes.

"If - fuck - if I had... if I'd just tripped that guy…"

May stood straight up from the chair, a sharp intake of breath. Slowly she closed her eyes, took a deep breath, and left the room. Her bedroom door closed and Peter could hear an audible "click" when the lock turned.

Pete stood up and grabbed his mask, putting it on before opening the window. He knew his enhanced senses could hear through the thin plaster walls of his apartment building, and he knew he couldn't deal with hearing his Aunt May sobbing into her pillow right now.

He reached out, checking his surroundings visually and with his Spider-sense, and pulled himself outside then climbed up to the roof. Pete sat on the ledge for a few minutes, just breathing. The noise of the city washed over him, a comforting blanket. A siren wailed nearby. Peter sighed.

"Karen," he said, "Can you find out where that siren is going?"

"Of course, Peter," the A.I. in his suit said cheerfully. "A robbery at the First Midtown Bank is currently in progress. First responders are calling for back up and talking about a man in a rhino costume. Apparently he broke through the walls of the bank and busted straight into the vault."

Pete raised an eyebrow. "A rhino man? Wow that… sure is a thing." Standing, he stretched his arms over his head and said "Alright, Karen. Light me a path?"

"Of course." A stream of light flared on his H.U.D. leading into Manhattan. Pete crouched then leapt into the street while firing his web-shooter.

He'd talk to his Aunt again tonight. They'd work through this.

They'd have to.

He couldn't lose her too.