i. Encounters.

If you ever find yourself stuck in the middle of the sea
I'll sail the world to find you
If you ever find yourself lost in the dark and you can't see
I'll be the light to guide you

Count on Me by Bruno Mars.


He hadn't taken a photograph of another human being in a year and a half.

He'd taken so many of her that it never felt right, not since she had passed. The two-year anniversary of her death is looming like a shadow against his shoulders, heavy and burning.

His fault.

His guilt is hard to bear at times, an ache to be forgiven, to be forgiven by his lost girl, his path and choice; to be forgiven by her father, for breaking a promise he didn't keep.

Oh, how he wishes he'd stayed away from Gwen Stacy; to have stayed away and kept the darkness away from her.

He'd tried so hard, and yet had failed; inexperienced in keeping secrets hidden away and his guard up and closed. Now the walls he has built are never coming down. Secrets, they are always best untold.

Here he sits on top of an apartment building rooftop, next to his new best friend, who is so different to his lost Gwen. She is all dark eyes and full lips, with sketchbooks instead of textbooks and dyed purple hair instead of blonde, golden strands.

"I'm gonna be happier. I'm gonna let it all go," she says, picking up a picture she had sketched of her own lost mother and father. She rips it apart repeatedly until it is confetti like bits and pieces, and as a gust of wind picks up, she throws them to the sky.

He watches them fly across the city, following each other up and he tilts his head to look at her.

Her eyes are no longer trailing the confetti pieces, but are tracing the city below them, smiling lightly, wind picking up her violet hair like it did the paper.

His hands rest against his camera and for what seemed like the first time in forever, the lens' click together, capturing her happiness in a photograph.

Willa hears the click and turns her head, strands of her hair catching against her eyelashes until she takes her hand up towards her face and brushes them away.

"What are you doing?" she hums, a grin forming through her lips, dimples popping and eyes crinkling.

Peter snaps another photograph.

"I'm taking pictures. What does it look like?" he replies smartly, grinning back.

"You never take photos of me. Ever."

"Yeah well, inspiration struck a chord," he answers. "I mean, you're always drawing me. Can't a guy return the favour?"

Willa hums again, something she often does Peter notices, and faces the city once again. With her denim clad legs swung over the edge, hands bracing the side, Peter wonders in surprise how she never seems to be fazed by the heights.

"No bad guys to chase today, Parker?"

"They're a lot calmer on Monday's. Trying to get rid of me?" he jokes.

"Of course not. How would I get down?"

Willa had found out by mistake. It was an error, a big one by any accounts, but Peter hadn't been her primary source of information. Of course he hadn't told her.

Especially not since Gwen.

However one thing is for certain, and that is that Willa is not to be involved in anything related to Spiderman and that was that. No exceptions.


"Hey! Spider-Man! Watch where you're swinging next time, okay?"

Peter heard a voice from below him and turned his head, looking down at the concrete. A girl, bright purple hair practically glowing against the light of the lamp-post and peach skin, clear and soft. He could see her brown eyes from where he swung. He perched on top of a balcony railing and stared down.

"Whoops. My bad! Sorry about that. I was a tad busy you know, saving the city."

She stared back up at the man dressed in red and blue and grinned.

"Well, you better get back to that then," she said, before exclaiming, "WAIT! There's a pretty little tabby stuck up a tree a few blocks from here... People are counting on you, spidey, so you better get saving it."

Peter laughed and the girl's grin got wider.

"What's your name, smart ass?"

She raised her eyebrows. "Willa Brookes. Smart ass is my second name."

"Well, Willa Smart-ass Brookes, I apologise sincerely for nearly crashing into you and I'll try not do it again. Forgiven?"

"Hmm. It's not every day you get an apology from a superhero. So I guess so."

"I'll consider myself a lucky guy," Peter answered sarcastically. "You have a good night now. And be careful walking these streets at night- it's not safe."

Willa laughed. "Not safe? But...- I thought you said you've been saving the city?"

The girl grinned again and mock saluted, turning and walking in the other direction.

Peter was smiling behind his mask. It had been a long time since someone had made him laugh like that. It was nice.

Still, nothing lasts forever, he thought. And with that, he shot out another web and began flying through the night once more.


"How's Max?" Peter asks, putting a piece of gum in his mouth. He offers Willa one, in which she declines with a 'no thanks'.

"Ugh, the usual. He thinks being an orphan gives him a pass at being an asshole. It doesn't. I mean, they were my parents too and I don't act like that. It's been two years and he's still acting like this. I don't know how much I can take."

"You sure it's not just his raging hormones too?"

"That can't help."

"Listen, he's sixteen. He's just trying to figure everything out."

"Okay now you're making me the bad guy."

"I'm not! I'm just saying he's a teenager. Of course he doesn't respect you, you're his big sister."

"Hmm. That makes me feel so great, thanks Parker," she says. "I miss them too. I don't think he even realises that."

Max Brookes is Willa's younger brother. He is a raging party animal, occasional pot smoker and resents everyone and everything apart from his social circle and girlfriend, Amanda.

"He's selfish yes. He hates me yes. He's going to turn into an alcoholic and knock up his girlfriend, yes."

"Now you're just being dramatic," Peter laughs.

Willa knocks her elbow lightly into his arm. "Laugh all you want, it doesn't make it any less true."

"He doesn't hate you. You're his cool older sister, why would he hate you?"

"I'm a twenty-one year old college drop out who just about survives on a job at the local coffee shop. How is that cool?"

"You're cool. Trust me. Tell him you're best friends with Spider-Man. Think of that reaction."

"He'd laugh in my face and call me a liar."

Peter chuckles at that, knowing that that is the exact reaction Max would have. "At least he's doing okay at your grandma's place."

Willa sighs and pulls on the loops of her jeans. "He's only there because I couldn't afford the rent on the apartment. I'm a failure. Grandma offered me her spare room but I couldn't do that to her. She is just about managing Max."


"Max! Seriously, answer your phone. I'm roaming the streets right now worried sick. Please just let me know you're okay. Please."

Willa felt the tension in her arms and the lurching feeling in her stomach. She knew that Max would freak if he found out the lengths she was going to look for him, arguing that he just wanted to party, but she couldn't help it; she was protective and she knew it.

That's when she saw him. Leaping from building to building and finally landing onto his feet. The street was dark and pretty deserted, considering the time.

"Hey! Wait, Spider-Man!"

Peter turned around when he heard the voice shout for him. It bounced off the pavement of the empty street, echoing in his ears. That's when he saw a familiar face.

"Well, well, well. We meet again. Willa, right?"

Willa had to admit, she was pretty impressed he remembered her name. The night they first met had been a month earlier, and she hardly thought she'd made a big enough impression to work her way into his long-term memory.

When she next spoke, she sounded breathless like she had chased him down.

"So we do- Listen, I need your help," she said, coughing into her hand.

"You need my help?" he questioned.

"Yeah. My brother- he's fifteen- he's not answering my calls and I don't know where he is. He went to some party and now I- I'm just freaking out." Willa seemed antsy and on edge, Peter noticed. She was clenching and unclenching her jaw and she was staring at him fiercely, waiting for him to turn her away. To tell her that he had more important things to do, criminals to catch, a city to save.

"What does he look like?"

This caught her off guard for a second, but she unlocked her phone and got up a picture of him anyway, turning the screen to face the vigilante.

"Okay... Any idea where he could have gone?"

"I don't know. Soho, maybe? He has a few older friends who live there," Willa answered, locking her phone again. Peter noticed 'older friends' had been said with a hint of disdain.

"You got a car or something?"

Willa grinned, out of nowhere. "Why? Need a lift?"

Peter just shook his head, chuckling. "So you can look for him too."

"No, I don't. I've just been walking around places he could be. He does this a lot, but usually he will always call me back."

It dawned on Peter that she had been wandering around the city, on her own. Based upon his own experiences, no matter who you are, it's not a good idea. His Uncle Ben's face appeared in his mind and he clenched his own jaw. "It's one in the morning... Do you have any fear?"

"I need to find him." The look of determination sparked curiousity in Peter.

Peter sighed regardless. Determination like that, no matter how admirable, could be dangerous. "Go home. Please. I'll look for him, alright?"

"No way. I'm still looking for him."

"Listen, you asked for my help. I'm giving it. Just give me your address and when I find him, I'll bring him home."

Willa paused.

"Thank you."

Peter nodded, stepping closer to her. "You're welcome. Address?"

She gave her address to him straight away, and asked if he needed her to write it down, to which he declined.

"I have a good memory. Don't worry." Willa shook her head lightly, a ghost of a smile on her face. She knew his memory was good; he remembered the very forgettable, very insignificant Willa and he recalled her name with ease.

"If he gives you a hard time-"

"Does he know who I am?" Peter interrupted.

Willa gave him a incredulous look. "Of course he does. Doesn't everyone?"

"I don't think there will be any problems then, do you?"

"I guess so."

Peter found Max after all. Half an hour later, he was walking the streets with a fifteen year old rebel with a cause. He was shorter than Peter, blonde and looked nothing like his sister.

"I think this is the weirdest thing that's ever happened to me," Max mumbled, scuffing his feet against the sidewalk.

"Really? You were at a party in an abandoned cellar, drinking cheap beer from tin cans, whilst your high as a kite friend was barking like a dog. And you think being escorted home by a stranger in the middle of the night is weird?" Peter's attempt at humour went unnoticed by the teenager.

Max just scoffed. "Yeah. I'm not a child."

"I know."

"How do you know my sister?"

Peter was Peter again. He'd gotten changed back into his clothes, and had looked for Max without his mask. Much easier to explain.

"I don't. Not really."

"Why are you helping her then?"

"Because she asked for help."

"She was being dramatic. As usual. I was fine."

"She was worried about you."

"Well she should worry less. It's irritating."

"Where's your mom and dad?"

"Dead."

"Mine too."

Max paused, staying silent.

"Bet you didn't think I was gonna say that, did ya?"

"Gotta admit, no I didn't."

They arrived at Willa's apartment and Peter walked up to the elevators with Max.

"You think you can manage without me now?"

"I would've anyway."

Peter smiled. "Of course you could. It was nice meeting you, Max."

He turned to walk away when he heard Max shout;

"What did you say your name was again?"

Peter turned, still walking and grinned.

"I didn't," and with that he left through the revolving set of doors.

"Wait... What do you mean, a guy found you and brought you back?"

"I don't know, you were the one who sent him."

"No I sent-"

"You sent who?"

"Never mind," Willa said. "What did the guy look like?"

"I thought you knew him!"

"Just answer the question Max!"

"Okay okay, jeeze. He was kinda tall, brown hair, brown eyes, glasses. He was wearing a back pack. I don't know Willa, I wasn't really paying any attention. He never said his name though. What is it? Who was he?"

Willa sighed and rubbed her forehead.

"Yeah that's the thing. I don't know either."


Peter and Willa walk along the street, towards Willa's grandmothers house.

"You sure you don't want to go to Aunt May's? She won't mind at all," Peter says, nudging Willa.

"No it's fine. I need to check on Max and Grandma, then I'll just go home. We don't all have such epic extra curricular activities," Willa answers, winking at him.

"Epic, huh? Well, I do try."

They stop at the house and Peter turns to the shorter girl.

"I know it's hard, but- you know the saying kill 'em with kindness? Well, maybe that will work in your favour, you know what I mean?"

Willa sighs. "I know. I'll try. It's the best I can do."

"Well that's all anyone can ask."


Peter had been to her grave that morning. It was a usual tradition that he visited at least once every week, and replaced the flowers there when her mother hadn't.

He was supposed to meet his aunt at the hospital but she'd called and said that she'd be an extra hour due to low staff and told him to go buy himself some coffee and wait. So he did as he was told, went to the nearest coffee shop he saw and walked in.

The sound of the door bell rang as he shut it over and it was peaceful in there, some people reading or working or chatting quietly. It was nice, Peter thought, looking at the coffee prices, and not too crazy expensive either.

The young woman behind the counter had her back to him, starting up a coffee machine. However when she turned around, Peter had to do a double take.

Willa. The girl with the purple hair.

"Um... Hi? What can I get you?" she asked sweetly, wiping her hands over the apron around her waist.

Peter had almost forgotten that of course, Willa didn't know him, but instead only knew Spider-Man.

"I'll just have a coffee, thanks."

"One coffee coming right up!"

Peter didn't really know what to do. Did he say something? Make up an excuse and pretend that they knew each other in high school or passed each other on the subway? He had no idea.

Gwen. Why did she suddenly pop up?

God, he fucking missed her with all his being.

He was so, so lonely. Was it so bad to crave some company? This girl, she'd met Spider-Man before she'd met him. Yes, Peter and Spider-Man are the same person, but this was different. He had the chance to really keep someone, a potential friend, at arm's length. Willa- she knew Spider-Man as the superhero who helped her out.

However she'd never met Peter before; the socially awkward slash loner science guy who wore glasses when he didn't need them and hated the thought of disappointing his aunt May.

He didn't want to be lonely anymore.


"You worry too much," Peter says. "It's unnerving."

"I don't!" Willa argues.

"Yes, you do."

"You'll be happy to hear that I'm going to start taking self-defence classes soon. So you don't have to worry about me walking home at night. Because if anyones the worrier, it's you Parker."

"I can teach you self-defence!"

"No, thanks. Remember that time I almost beat you to a pulp?"

"Overstatement of the century much?" Peter says. "Besides, I don't like talking about that night."

"Why?"

"It was horrible. You nearly got-"

"Yeah okay, not that bit. But I found out someones little secret. That was pretty damn great for me."

Not great for me though, Peter thinks.

Willa almost reads his mind. "I know it's a risk, me knowing and all. But you know I respect your wishes, don't you? Not to get involved? Because I'm a part of your life Parker, and you're not getting rid of me so soon, okay?"


She ran and she ran and she ran, faster and faster.

Her breathing was harsh and she was crying, hard and hot, panting for air.

She couldn't stop running, the footsteps still chasing her every move.

She made a quick turn, running into an alley, when she realised; dead-end.

What a stupid, stupid fucking mistake. She stopped, the rain heavy, heard trash cans fall over, heavy breathing and the sound of a man echoing her own pants.

"Come here honey," he purred. "I don't bite, I promise."

She pressed her hands against the brick wall, her body refusing to turn around and clenched her eyes shut.

That's when she heard a yelp from behind her, a sudden hiss and then it all went silent.

She felt a hand on her shoulder and she reacted fast.

Punch, hit, slap; punch, hit, slap.

She attacked with all her might, determined not to give in, not to be weak.

"Hey hey hey, Willa! Willa! Stop, Willa it's me! It's okay!"

She didn't look up at the man, only blinded by red and blue, and instead saw her chance to sprint out of the alley. Her pulse was pounding and she could feel the blood rush to her head, feeling woozy. When she was a little away, she leaned against the wall.

Shit... Spider-Man. She just attacked Spider-Man. Without even recalling it was him at the time.

She picked herself off of the wall and staggered back to the alley quietly. However when she reached the entry, she saw something she wasn't expecting.

Spider-Man, without his mask.

He had his left hand braced against the wall, mask in his right. Some of his face was hidden by the shadows but she could see his messy and mused hair and the shape of his jaw line; the curve of neck and the downward turn of his lips.

"Peter?" she breathed, and his head whipped around, lips parting in surprise, eyes widening in panic.

"Shit...- Willa, I-"

"You're- You're him?"

Peter paused. It was never supposed to happen like this. How could he be so careless? He should have gone after her, mask intact.

No going back now.

"I, er- Would you believe me if I said this was from a costume store?" he said, still staying in the shadows as she stepped forward into the alley. The rain was still pounding down on them unmercifully.

"You know the answer to that, Parker," she answered and he smiled grimly.

"Worth a shot."

"I'm sorry for beating you there."

"S'okay. I think I handled it well."

Willa held out her hand, gesturing for him to take it.

"What?"

"You better put that mask back on, Parker. Aren't you gonna take me home?"


"You know, I can wait outside for you if you want?" Peter offers. "We can go grab some pizza tonight."

"What, like last time?"

"Hey! Come on, I apologised for that..."

"Hmm, well I guess the city needed Spider-Man more than I needed Peter Parker right then, huh?"

Peter nudges her with the side of his body. He places his hands on top of her shoulders and stares down at her.

"What?" she asks.

"Whenever you need me, I will always, always be there. With or without the mask," he answers.

Willa smiles, dimples popping again. She reaches up to him, wrapping her arms around his shoulders, one hand on his neck, one on the back of his head. He reacts by holding her close, his hands pressed against her, face buried in her violet hair.

"Good," she whispers, "because I'd burn down the world for you, Peter Parker."

He just holds her tighter.


A/N: I hope you enjoyed this as much as I enjoyed writing it. This is my first piece on here that I've uploaded so please, feedback is welcome and appreciated. If you'd like any more spiderman stories or a continuation of this, please let me know! If you have any requests for other fandom ones and I'm familiar with the show/movie/characters/ship, then I'd be more than happy to upload more and more. Again thank you for reading and I hope your day is going well!

P.S. I'm from England, so I apologise if any American slang or terms are wrong- I watch many American show so I like to think I'm quite familiar but if not, let me know.

xox