Hello!
This is my first superhero themed FanFic, and first time writing Spider-Man! Now i must say this is based on 'The Amazing Spider-Man' universe so it does included spoilers! The second movie just really drove my creative spark for this story. I really hope you enjoy this since i really put a lot in to it, and please feel free to leave feedback or PM for a direct response!
Oh! This is gonna be a much darker take on the character too
And i do not own the rights to Spider-Man or any related content towards the character, i only own the OC's i put in the world.

It looped over again, the 40th time now. Each time he could feel the hole in his heart and soul. Guilt was eating him up. Peter Parker...Spider-Man was distant from himself. Blankly he stared at the computer screen while his failure stared back at him. Her lips moved in to a warm smile, a loving smile. But he didn't see this smile he only saw the lifeless shell of her. Watching this video was like staring at a ghost. Even though it ripped apart his insides and made his brain explode he couldn't keep away. Peter ran his frail hands through the brown scruff atop his head. Looking up to the ceiling he was sent back in time...

"I'm gonna make you watch the video all night long!"

"All night?"

"Yes, all night."

Quickly the hero snapped out of it. That memory only brought the pain back stronger. Exhaling deeply Peter returned his eyes to the screen. Still she stared at him flashing the loving smile.

"A-All night long G-Gwe-..."

Gently he rubbed his eyes, letting his forehead collapse in to the hand. Peter shook his head fast to shake away the pain. Out of rage he slammed a fist down on the desk. The force made a picture fall over. His eyes darted towards the downed picture. Its frame was a fine smoothed wood. You stay... he said inside his busy mind.

Again the web-slinger looked at the screen. A white symbol was in the top left, a line going through it. With the video muted it was at least watchable to him. Peter opened his mouth slightly wanting to speak out to her. Maybe then he could move on. Expressing his guilt and pain to the digital version of his failure.

"I-I...Ugh..." The sentence ended with a sigh, a long and strained sigh. His mouth closed and he looked away with disgust for himself. Peter brushed back his hair once more. Slightly he glanced out his window. Slightly a bird's chirp could be heard. It formed a soft melody. The sky was blue as ever with no clouds in sight. Pete assumed the sun was blazing down on New York about now. Quickly he looked back at the screen. The girl's head slightly nudged to the right, which is where the window was. Peter pointed outside without taking his eyes off her.

"Out there?!" he voice strained "Ha-ha there is n-nothing out there for me n-now." Parker ended with a head shake. Then he looked down from the screen to the floor.

Maybe...Outside wouldn't be...that bad

Peter stood. His room is trashed. Clothes everywhere, his suit lying out on his bed. Peter could have a care-less about Spider-Man now. Yes the city may miss him. But they don't know how much the Spider has done to hurt himself and the people in the city. Parker sees Gwen's death as Spider-Man's fault. To him the Spider is no longer.

The Ex-Hero looked at the suit. It was ripped and wrinkled. Peter shook his head lightly before covering the suit with the bed's blanket. "It was your fault..." he said in a whisper.

Pete slipped on a probably clean white shirt and pulled on some loose angled jeans. Topping the outfit was a tight-fitting sweat jacket. The boy gave one last look at the covered up suit before exiting the room. Lightly he treaded down the steps to not wake his Aunt on the couch again. Lately she had fallen asleep to the news. Peter has yet to ask why but really that's because he does not care. If she wants to sleep on the couch then she sleeps on the couch.

Sure enough when he was leaving the house he saw his Aunt May passed out on the sofa. Parker paused. His eyes looked around un-easily. Quietly he walked over to her. The boy looked over his guardian. She slept so gently. Waking her would be a sin. With ease Peter pulled up the blanket on her. Naturally she snuggled right in with the warm blanket.

"See ya soon..." he whispered.

Then he left the home. Walking down the steps his hand glided down the railing. A big hauling truck drove by and docked right next-door. Peter looked over to see some new face. A rather plum man was standing on the porch. He seemed to be directing the movers around.

Quickly the boy shrugged this off. New neighbors, big whoop. Peter stepped off the stairs and looked down both ways. He could walk down the crowded side to his right or the peaceful side to his left.

"Aye! Don't DROP THAT!"

Again Peter's attention was pulled towards the neighbor. It seemed one of the moves have dropped a box. From the man's reaction it had to be very important. Some small chatter could be heard but now made out to his ears. Then a girl walked out. Her hands stuffed in her jean pockets. Fainted red topped her head.

Peter surveyed the girl lightly she was probably a year or two younger than him. He rubbed his eyes again and sighed. He came outside for fresh air and maybe a short walk. Not even 5 minutes he was outside that he was already regretting his decision.

"Whatever..." he mumbled.

Peter put his hands in the coat pockets and sent off to the right. A light breeze rustled Pete's hair. He kept his head down when nearing the people. The movers were quickly unloading the stuff, possibly to escape their customer. The man was still throwing a fit about the dropped box. Gently Peter bounced off one worker to the next. But he made the mistake of looking over when the man's voice raised. Peter knocked right in to one of the workers. The worker stumbled back in to some boxes. His heel caught one of the unloaded boxes making him fall backwards.

Time seemed to stop for Spider-Man. But for ordinary Peter Parker there was no time stop. All Parker could do was catch the box the mover was carrying. If he had some web-shooters he would've also stopped the man from falling.

"Holy CRAP! Can anything else be BROKEN TODAY!?" the man yelled.

Peter looked over. The girl was casually walking towards him. When she was almost to him the wind caught her hair. It blew to the left in a dramatic way. Peter blinked fast. Only one blink was all it took. When his eyes opened he was not looking at the red-haired girl, but instead he saw a blonde haired girl. Shock overtook him. His muscles tensed and his mouth dropped. It was her. His failure. She flashed the loving smile like from the video.

"This...c-can't be h-happening"

"It is..." she calmly responded.

"How?" he asked the girl with a slight smile. Her voice brought him some type of enjoyment.

"You tell me."

Peter looked over her again. Starting from her feet. When his eyes slowly rolled up her body something happened. He blinked. When he opened his eyes, the stranger was back. Standing in her place.

"Hey! You tell me what's happening." she said with a slight chuckle.

Quickly Peter shook his head. What just happened? Was it really her? These and many other questions were buzzing in his head. So much activity was happening inside his brain that he only gave the girl a blank stare. She awkwardly looked from side to side.

"Hellloo?"

Parker snapped out it somehow and gave a shaken smile. "Sorry, you just look like somebody I know." he croaked. Which was almost a lie. She was only similar to her. Not notable differences but they were there sure enough.

"Oh...Well thanks for the help there...Umm? What's your name?" While talking her hands locked in front of her torso. But Parke wasn't listening to her again. He had trailed back in to his busy mind. Her nose is somewhat similar I guess...

Finally the questioned ringed around inside his brain.

"It's um Parker Peter. I-I...Uh-I mean Peter P-Parker..." he said with a slight laugh to hide his embarrassment. This was the most outside contact Peter has had in a long time. Probably back to the funeral was the last time any real conversations were made.

The girl laughed a bit and put out her hand. "I'm Mary. Mary Jane."

Peter put the box down lightly next to his feet. Then he took her hand. Gently they shook hands. Both smiling back at each other.

"Nice to meet you." they both said at the same time. Both parties exchanged laughter. Peter was finally enjoying himself. But still the looming heartache of seeing his failure in the flesh haunted the conversation. Parker awkwardly looked past Mary, her assumed father peering over at him. A mover quickly scooped up the box and took it inside. The father took his eyes off them to order bark orders at the mover.

"So is that your father?"

Mary looked down. A deep sigh came from her mouth. "For now at least." she finally spoke. Peter looked away, his hands returned to their pockets. "Ah..." was all he could manage.

"Mary Jane! Come here!" the man yelled. She looked back at him then to Peter.

"See ya around."

"Yeah...Sure." he responded.

Mary walked back to her father. He grabbed her wrist firmly. For a split second Peter thought he was gonna raise his hand to her. But he only began to talk. If he would've hit her would he do something? Would he spring in to action? Peter himself does not know.

Slowly Parker began to walk off. With a quick glance back he saw the girl looking back at him. It wasn't Mary Jane. Again his failure had appeared. She waved at Peter and smiled before turning and entering the empty house.

Peter looked away, than back to the house. Something about Mary is bringing her back. The only way he will get to see her is through Mary Jane. But even then it's not the real her. She's only a template over a pre-existing person.

That's all he needs to keep going. The slightest notion of her existence was all needed to keep pressing on. Now he would just have to keep up with this Mary Jane to see her.

No that's wrong! Using that girl as a way to see her is just wrong, I should be friends with her not the copy of a failure!

A war was raging inside Peter now. Should he befriend Mary to see his past love? Or should he cast back his feelings to only see Mary for Mary. The inner struggle made Peter flinch. Peter knew what he wanted. He wanted the past back. The war had been won.

Parker sighed and turned back to the sidewalk. Slowly he padded off down the street. A short walk turned in to a long walk. An hour or two passed by before he noticed where he was. Peter looked around with hard eyes.

He was in the outer crime central. Even Spider-Man would not take a stroll through this neighborhood. Peter was no different. Trouble was sure to come if he kept on the path. The Ex-hero was only a few houses in so there was time to go back. That's what Parker did. He spun o his heels and started back down to his house.

As he was walking home a group of goons formed up behind him, at least 4 of them had appeared. They have been trailing him for a few minutes now. Peter glanced over his shoulder to get a look at them. Out in front was a small and skinny one, behind him were three tall and huge guys. They were hunched over trying to act like they were not meaning to follow Peter. When Peter went back to looking at the sidewalk he heard shuffled movement.

A sharp tingling was building on the back of his neck. The familiar sense of danger was coming back to him. One of them must be charging towards him.

Batter up!

Peter flipped up in to the air with agile movements. One of the goons had leaped to tackle Peter but instead hit the sidewalk.

"Oof!" he exclaimed before rolling over in pain.

Parker landed down by the goon's feet. Again the sharp tingling arose. One of them was throwing a punch. But they only cut through air. Peter had ducked and extended his leg to trip the attacker making him fall on top of the other.

Never knew what hit 'em! There should be one more left... and then that skinny fella.

Parker quickly looked back and saw the last thug charging him. Peter then to began to charge at his attacker. Right when the thug hunched over to barge right through Parker he jumped in the air. The attacker ran right underneath him, which is where Peter wanted him. Peter's legs shot down on the thugs head making him take a trip down to the sidewalk. When the thug's head made contact with the pavement it bounced up from the force.

"Ouch." Peter said with the famous sarcastic tone. The boy looked around. Their leader was not in sight. "Alright guy come out and I won't hurt ya to bad!" Parker exclaimed.

The tingling came back. Something was approaching fast from behind him. When Peter turned back he was overtaken by shock. The skinny man was no longer the man Peter saw just a few minutes ago. It was Harry, but not the Harry he saw at the power plant, it was the friendly Harry.

He was standing a tight-fitting black suit, his hands down in the pockets. A big grin lined his face. The nice combed over hair was still in perfection.

"Harry?"

"Yeah Pete?" the figure responded.

Peter shook his head. "You can't be here...You can't be."

Harry took a step forward. "Well I am." he said calmly. Then he raised his open hand to his forehead. "But I got to go Pete, see ya soon!"

Then his hand pulled down his face, horror overtook Peter. It was the Harry from the plant now.

"HAHA-HAHA!"

Parker shook his head again and brought both his hands up to his face. He tried to cover the pain he was staring at.

"Poor Pete can't even protect his own girlfriend from himself." the goblin said.

"LIAR!"

"CHEAT!"

"YOU"RE NO HERO!"

Each phrase or word echoed in and out of Peters ears. But one voice remained steady...

"It's my choice. Nobody makes my choices for me."

Peter removed his hands and looked up, the goblin was gone and his failure stood in front of him.

"Gwen?"

"Who's that?!" the figured yelled. Parker snapped out of it. He saw the skinny man from before, holding a gun out front. "Nothing..." Peter said. Even though Peter thought he had snapped out of it, the man's face resembled Harry. The face that took away his love.

"Time to die."

The man pulled the trigger. Time finally slowed for Peter. Not for Spider-Man but for Peter. Peter spun around and leaped towards the gunman. Quickly the gunman adjusted his aim. Again he fired his pistol. Parker slight moved his leg to dodge the bullet. Then he brought his leg down hard on the gunman. The skinny mad stumbled back, dropping his gun. Peter wasn't done. He saw Harry's face not the man's true face.

Parker gripped up the man's shirt and lifted him in the air. He smacked the man down hard in to the ground, leaving some cracked pavement in the wake. "You KILLED HER!" Peter yelled. He kept slamming the man down on the ground, blood was pouring from his skull. When Parker noticed the blood he stopped. Ending the fight he threw the man down. "You did this!" he said before walking away.

While walking away the boy brought up his fist. Blood splats lined his knuckles and wrist. Peter has never fatally injured someone before today, and he doesn't care. The thug was scum, vermin, and wretched. He deserved a busted skull. Peter grinned when the image of his victim appeared. Something had finally un-hinged in Parker's soul. His moral compass was now pointing south. Instead of only rendering the criminals unconscious Peter planned on killing them. In his head it was the only way to insure that the city's crime force will diminish, no criminal was safe now.

Peter entered his home silently. He had only been gone an hour or two. Aunt May was still lying on the couch passed out. Quickly he treaded past and headed up to his room. Parker looked around the trashed room. The video from earlier was still paused where he left it. His suit still tucked under the covers but not for long. Peter swiftly pulled out the suit and slung it on his shoulder. Whistling the famous tone of Spider-Man he left his room. The computer screen was finally turned off.

A few hours later...

The new outfit speeded out over the table. It was his normal suits mask but cut off right in the middle. A new black scarf was sewed to replace the bottom half, like a muffler. A small voice changer was implemented on the inside to even further hide his identity. The torso was now only a tight-fitting grey T-shirt. On the outside was a loose but somewhat fitting white sweat jacket. His hands would be gripped by the normal Spider-man gloves and web-shooters. Finally his pants were some fitted jeans that could give the mobility he would need, while looking stylish.

Peter smiled at his new attire when he looked at it. Finally when he put it on the smile became bigger.

"Hello new big time hero!" he exclaimed while pointing to himself in the mirror.

Parker stealthy left his home. Quickly he began to soar through the city like Spider-Man. One web after enough he flew before finding a nice ledge to perch on. Peter leaped off the web and landed on the edge with grace. "What do ya got for me tonight?" he asked the busy city.


Well what did ya think? Feedback on how i'm writing dialogue and action scenes would be greatly appreciated. Also on how I'm portraying the characters too. So Follow/Favorite and all that Jazz and feel free to PM with questions or advice! See ya next time! :)