A/N: So I'd originally intended for this to be a one-shot, but I thought it would make more sense to split it into three chapters of around 2,000 words each rather than to have one long one-shot. I've sort of been in love with the idea of these two since before the movie even hit theaters, but I was slightly bummed when I saw the movie and they literally had about one scene together. I don't know what it is about non-canon couples that appeals to me so much, but it's almost like the more unexplored it is the more potential it has I guess? UGH, idk I'm just in love with them and I've been wanting to write a fic forever so here you go.

Disclaimer: I don't own Spider-man or any of its characters. And the title if from a Linkin Park song.

"When my time comes
Forget the wrong that I've done
Help me leave behind some
Reasons to be missed
And don't resent me
And when you're feeling empty
Keep me in your memory
Leave out all the rest, leave out all the rest." -Linkin Park, "Leave out All the Rest"


It's 9:15 on a Friday night in New York City. Instead of going out with friends and enjoying the beginning of the weekend, Gwen sits at home mulling over her English Lit homework that isn't even due until Monday. Her mother had taken her brothers on a weekend trip to see her aunt in New Jersey. Gwen had been invited along of course, but she insisted on staying behind to catch up on homework. "Nerd," her youngest brother mutters while the family is having dinner around the table. Gwen sticks her tongue out at him in response, an expression that he returns immediately. They laugh after that, and for a moment she thinks things are finally starting to go back to normal. But it hasn't been that long, and nothing will ever make things as they were before.

She can't sit still, or even do something as trivial as spending time with her friends. Gwen didn't really see much of anyone these days outside of school anyway. Flash hadn't come over for a tutoring session for what had been a little over two weeks now. Since he was actually passing Chemistry this year, her work wasn't really needed anymore.

She needs something to focus her mind, anything to prevent her from thinking.

It's been almost five months, but time doesn't literally heal all wounds. Some are too deep, at the moment she feels like this one will never heal. Her father died in the beginning of May, her junior year coming to a close. It's the end of September now, her last year of high school just beginning.

It isn't just one event. It's a butterfly effect of events that sent the world she'd known crashing down around her.

Her mentor flew too close to the sun, but she was the one who was burned in the end. He'd thought he'd found a serum that was the answer to everyone's problems, including his own. After taking it he seemed convinced that humans were on the same level as cockroaches and that they needed to be improved, fixed. George Stacy had dared to stand up to him, to come to the aid of Spider-Man. Her mentor murders her father on top of the building where they'd worked together.

She hands in her resignation at Oscorp the day after her father's funeral. It was an unpaid internship, but being that she already held the position of lead intern she'd always thought they'd eventually offer her an actual paying position a year or two from now.

She doubts she'll ever get another opportunity like this, but there's nothing left for her there now. Curt isn't there anymore and her father died on the roof.

George's dying wish ends up being for Peter to leave her out of anything that involves Spider-Man, and that he'd promise to keep her out of harm's way. When he breaks up with her shortly after her father's death, she instantly knows the reason behind it.

There are times when her mind is unoccupied and it wanders on its own accord, times when she wonders how things would've gone if she was on the roof that night instead of her dad. If it had been her there at Peter's side defending him against Dr. Connors. Sometimes her mind wanders to a dark place and she wonders if Curt would've killed her instead, if her dad would be burying her instead of the other way around.

(She tries to blame his actions on the serum, but deep down knows she's still in denial about the whole thing.)

She thinks back to the times she'd come face-to-face with him when he was on the serum. When she'd hit him with the trophy in the halls at school, there was a moment when he'd raised his hand as if to lash out at her, but Peter had stopped him.

When it was just the two of them at the Oscorp lab he'd simply taken the canister of reptilian serum out of her hands while leaving her without even a scratch.

With these thoughts considered, she convinces herself that he wouldn't hurt her. That even while on the serum he still had some control, some sort of sense of who he was.

Then what's his excuse for killing your father?

Easy: there isn't one.


New York is known as the city that never sleeps. These days Gwen hasn't been doing much sleeping either.

No matter how tired she may be her thoughts usually keep her up at night. She thinks of Peter (of Spider-Man), of what he was doing while she lays safe and secure in her bed at night. Was he out fighting crime until the early hours of the morning? Was it hard for him to balance saving the citizens of New York along with keeping up with his school work? How was his aunt May doing?

She wonders if he misses her. They have second period together this year. They're in the same row of seats, her desk just a couple in front of his. There are times when she swears she can feel his eyes staring at her, but she refuses to glance back at him and find out.

On the rare night that she was lucky enough to sleep for at least a few hours, she never had normal dreams anymore. Her sleep now consisted of nightmares of monsters with green skin and gold eyes, or monsters disguised as men with green eyes and golden hair.

She chances a glance at the alarm clock on the night stand beside her bed. The clock reads 2:45 a.m. Ugh, it looked like she was in for another sleepless night. She could count the hours she'd slept from the past three nights on one hand. Her insomnia was officially becoming a problem.

Finally sick of lying in bed with no sleep in sight, she gets out of bed and walks into her parents' bathroom where her mother keeps her sleeping pills. She's ready to take one with a pill in one hand and a glass of water in the other when she hears a noise coming from her room.

The noise sounded like it was coming from outside, as if someone had climbed the fire escape and was trying to get in through her window. Peter? Had he come back for her? Who else would scale twenty stories at nearly three in the morning? Just to be on the safe side, she picks up a baseball bat from the hall closet.

(This was New York after all, and she was alone in an apartment late at night.)

She opens the door to her room slowly, stepping through the doorway quietly. Her hands firmly grip the bat, holding it as if she's ready to hit a home run at the World Series.

Okay three years of soft-ball, this is where you come into play.

Her window is open, her white curtains billowing as a light breeze blows into her room.

"Peter! I swear to god if you're fucking with me right now I'm going to kick your ass! Seriously! You don't mess with a sleep deprived girl with a bat!" She sounds braver than she feels. Her hands grip the bat so firmly that her knuckles must be turning white.

There's a figure slowly rising from the floor near her window. The lights in her room are still off, but there's just enough light from outside to illuminate a silhouette and oh shit-.

Before she can think she's struck him upside the head as hard as she can, and again across his back when he's kneeled over in pain.

She runs back towards her door, trying to put as much space between them as possible. The blow to the head would hinder him temporarily, but she's learned by now not to underestimate him.

Slowly on unsteady feet, Curt rises from the floor holding his hand up in truce as stands. "Jesus Gwen, it's me, relax."

"I know! That's why I hit you!" She grips the bat as tightly as before, still on the defensive.

"Gwen, calm down. I'm not going to hurt you." His voice is even, calm, just as it had always been before when they'd worked together. He moves cautiously towards her, as if approaching a wild animal.

She steps back just as quickly. "Don't you fucking dare!" Gwen almost asks him how the hell he'd managed to escape from a maximum security mental facility and scale twenty stories and break into her room, but she decides she almost doesn't want to know. She takes a moment to take in his appearance. From what little light that she has, she can see that he's wearing an orange jumpsuit, which is probably standard issue at the mental facility he'd been sent to. His usually combed blond hair was slightly disheveled, and his face looked like it had a hint of stubble.

"Look, I just want to talk." He says, this time not hesitating to take a few more steps towards her, quicker than he had before, seemingly growing braver the closer he gets to her.

She moves further away, trying to keep at least a ten foot gap between them. She was so close to her door she could run if she'd really wanted to, but she's been waiting months to finally confront him and she wasn't about to back down.

(She was backing away and all sure, but you know, personal space and all that.)

Her back touches the wall, and soon he has her cornered like a scared kitten. She nearly hits him with the bat again, but he stops it with his left hand and before she can blink he tears it from her hands and throws it on the other side of her room.

He almost reacts too quickly to only possess human reflexes. The serum couldn't possibly still be in his system could it? No, she'd made the antidote herself…Peter had released it to the whole city. He couldn't possibly still be suffering the effects of it…

He startles her even more by getting so close to her that the gap that was between them before is almost non existent. His green eyes lock onto her blue ones, so serious that he could probably hold her there with just a look alone. His face is shadowed from the slight bit of light coming in from the window, making him look all the more terrifying.

"Well, now I see that I have your attention." He rests his hand on the wall next to her. She has to crane her neck slightly to look up at him. Even human, he's nearly a foot taller than she is.

"Fine then, start talking."